I hereby certify - Fiat SpA

PROSPECTUS
for the
OFFERING TO STOCKHOLDERS OF OPTION RIGHTS TO
PURCHASE 291,828,718 FIAT ORDINARY SHARES
The shares subject of the offer were subscribed on September 20, 2005 in accordance
with Article 2441, paragraph seven, of the Italian Civil Code by
CAPITALIA S.p.A., BANCA INTESA S.p.A., SANPAOLO IMI S.p.A.,
UNICREDIT BANCA D’IMPRESA S.p.A., BANCA NAZIONALE DEL LAVORO S.p.A.,
BANCA MONTE DEI PASCHI DI SIENA S.p.A., ABN AMRO BANK N.V.,
BANCA TOSCANA S.p.A. and BNP PARIBAS SUCCURSALE ITALIA
at a price of 10.28 euros per share
Offer Price
10.28 euros for each ordinary share, par value 5 euros
This Prospectus was filed with CONSOB on November 22, 2005 and is available there
Publication of this Prospectus does not imply the issuance of an opinion by the CONSOB regarding the suitability of the
proposed investment or the merit of the data and information contained herein.
Fiat S.p.A. – Registered Office in Turin, Via Nizza 250
Capital Stock 6,377,257,130 – Entered in the Turin Company Register – Fiscal Code 00469580013
The Italian text of this Prospectus is the legally binding one.
The English translation is for convenience only.

CONTENTS
GLOSSARY AND DEFINITIONS............................................................................................................................ 6
SUMMARY NOTES................................................................................................................................................. 8
RISK FACTORS.................................................................................................................................................... 14
SECTION ONE ...................................................................................................................................................... 19
I. INFORMATION ABOUT THE PARTIES RESPONSIBLE FOR THIS PROSPECTUS........................... 19
1.1 PARTIES RESPONSIBLE FOR SECTION ONE OF THIS PROSPECTUS .................................................... 19
1.2 CERTIFICATION OF LIABILITY........................................................................................................... 19
II. INFORMATION ABOUT EXTERNAL AUDITORS .................................................................................. 19
2.1 EXTERNAL AUDITORS..................................................................................................................... 19
III. SELECTED OPERATING AND FINANCIAL HIGHLIGHTS ................................................................... 19
3.1 SELECTED OPERATING AND FINANCIAL HIGHLIGHTS FOR FISCAL 2002, 2003 AND 2004.................... 19
3.2 SELECTED INFRA-ANNUAL OPERATING HIGHLIGHTS .......................................................................... 21
3.2.1 Selected operating highlights for the first half of 2005 compared with results of the
same period in 2004 and selected financial highlights at June 30, 2005 compared with
results at December 31, 2004.........................................................................................21
3.2.2 Selected operating highlights for the third quarter of 2005 compared with results of the
same period in 2004 and selected financial highlights at September 30, 2005
compared with results at December 31, 2004. ...............................................................22
IV. RISK FACTORS....................................................................................................................................... 22
V. INFORMATION ABOUT THE ISSUER.................................................................................................... 23
5.1 HISTORY AND EVOLUTION OF THE ISSUER........................................................................................ 23
5.2 INVESTMENTS ................................................................................................................................ 23
VI. DESCRIPTION OF ACTIVITIES .............................................................................................................. 24
6.1 PRINCIPAL ACTIVITIES..................................................................................................................... 24
6.2 PRINCIPAL MARKETS ...................................................................................................................... 25
6.3 EXTRAORDINARY EVENTS THAT HAD AN IMPACT ON THE ACTIVITIES OF THE ISSUER AND/OR THE
MARKETS IN WHICH IT OPERATES..................................................................................................... 26
6.4 DEPENDENCY ON INDUSTRIAL PROPERTY RIGHTS ........................................................................... 27
6.5 INFORMATION ABOUT THE COMPETITIVE POSITION OF THE ISSUER IN REGARD TO THE MARKETS IN
WHICH IT OPERATES ....................................................................................................................... 27
VII. ORGANIZATIONAL STRUCTURE.......................................................................................................... 27
7.1 DESCRIPTION OF THE FIAT GROUP.................................................................................................. 27
7.2 STRUCTURE OF THE FIAT GROUP.................................................................................................... 28
VIII. PROPERTY, PLANT AND EQUIPMENT................................................................................................. 28
8.1 FIXED ASSETS ............................................................................................................................... 28
8.2 ENVIRONMENT ............................................................................................................................... 29
IX. REVIEW OF THE OPERATING AND FINANCIAL PERFORMANCE .................................................... 29
9.1 FINANCIAL REVIEW......................................................................................................................... 29
9.2 OPERATING PERFORMANCE............................................................................................................ 30
1

X. FINANCIAL RESOURCES ...................................................................................................................... 38
10.1 SHORT AND LONG TERM FINANCIAL RESOURCES OF THE ISSUER....................................................... 38
10.2 CASH FLOWS................................................................................................................................. 39
10.3 INDICATION OF THE ISSUER’S BORROWING REQUIREMENTS AND FINANCING STRUCTURE .................... 40
10.4 LIMITS ON USE OF FINANCIAL RESOURCES ....................................................................................... 40
10.5 INFORMATION ON THE EXPECTED SOURCES OF FINANCING TO FULFILL COMMITMENTS FOR
INVESTMENTS AND FIXED ASSETS.................................................................................................... 40
XI. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ......................................................... 40
XII. INFORMATION ON EXPECTED OUTLOOK .......................................................................................... 42
12.1 RECENT OUTLOOK ......................................................................................................................... 42
12.2 OUTLOOK FOR THE BALANCE OF THE YEAR ...................................................................................... 43
XIII. FORECASTS OR ESTIMATES OF PROFITS......................................................................................... 44
XIV. BOARD OF DIRECTORS, MANAGEMENT OR SUPERVISORY BODIES AND TOP
EXECUTIVES........................................................................................................................................... 44
14.1 BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISORY BODIES .................................................. 44
14.2 CONFLICTS OF INTEREST................................................................................................................ 51
XV. COMPENSATION AND BENEFITS......................................................................................................... 52
15.1 COMPENSATION AND BENEFITS FOR EACH MEMBER OF THE BOARD OF DIRECTORS AND OF
MANAGEMENT AND SUPERVISORY BODIES ...................................................................................... 52
15.2 SOCIAL SECURITY BENEFITS ........................................................................................................... 53
XVI. FUNCTIONING OF THE BOARD OF DIRECTORS................................................................................ 53
16.1 TERM OF OFFICE ............................................................................................................................ 53
16.2 AGREEMENTS MADE WITH DIRECTORS FOR SEVERANCE INDEMNITIES................................................ 53
16.3 INTERNAL CONTROL COMMITTEE AND NOMINATING AND COMPENSATION COMMITTEE....................... 53
16.4 CERTIFICATION OF COMPLIANCE WITH CORPORATE GOVERNANCE RULES .......................................... 54
XVII. EMPLOYEES ........................................................................................................................................... 55
17.1 EMPLOYEES................................................................................................................................... 55
17.2 SHARES HELD AND STOCK OPTIONS ................................................................................................ 55
XVIII. MAIN STOCKHOLDERS ......................................................................................................................... 56
18.1 MAIN STOCKHOLDERS.................................................................................................................... 56
18.2 SPECIAL VOTING RIGHTS HELD BY THE PRINCIPAL STOCKHOLDERS.................................................... 57
18.3 ENTITY EXERCISING CONTROL OVER THE ISSUER ............................................................................. 57
18.4 AGREEMENTS WHOSE EXECUTION CAUSE CHANGES IN THE CONTROLLING STRUCTURE OF THE
ISSUER AFTER PUBLICATION OF THE PROSPECTUS........................................................................... 57
XIX. RELATED PARTIES ................................................................................................................................ 57
XX. OPERATING AND FINANCIAL INFORMATION REGARDING ASSETS AND LIABILITIES.
FINANCIAL POSITION AND PROFIT AND LOSS OF THE GROUP..................................................... 58
20.1 OPERATING AND FINANCIAL INFORMATION OF PREVIOUS YEARS ........................................................ 58
20.2 PRO-FORMA OPERATING AND FINANCIAL INFORMATION..................................................................... 58
20.3 ANNUAL REPORTS ......................................................................................................................... 58
2

20.4 REVIEW OF OPERATING AND FINANCIAL INFORMATION ...................................................................... 58
20.5 DATE OF THE LATEST OPERATING AND FINANCIAL INFORMATION........................................................ 59
20.6 INTERIM FINANCIAL INFORMATION AND OTHER FINANCIAL INFORMATION............................................. 59
20.7 DIVIDENDS POLICY ......................................................................................................................... 59
20.8 LAWSUITS AND ARBITRATION PROCEEDINGS .................................................................................... 59
20.9 SIGNIFICANT CHANGES IN THE FINANCIAL OR COMMERCIAL SITUATION OF THE ISSUER........................ 59
XXI. SUPPLEMENTAL INFORMATION.......................................................................................................... 60
21.1 CAPITAL STOCK ............................................................................................................................. 60
21.2 MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION .................................................... 61
XXII. SIGNIFICANT CONTRACTS ................................................................................................................... 65
XXIII. INFORMATION PROVIDED BY THIRD PARTIES, EXPERT OPINIONS, AND
CERTIFICATIONS OF INTEREST........................................................................................................... 68
23.1 THIRD PARTY OPINIONS ATTACHED TO SECTION ONE OF THIS PROSPECTUS...................................... 68
23.2 STATEMENT RELATED TO INFORMATION DERIVING FROM THIRD PARTIES IN SECTION ONE OF THIS
PROSPECTUS ................................................................................................................................ 68
XXIV. DOCUMENTS ACCESSIBLE TO THE PUBLIC ..................................................................................... 68
XXV. INFORMATION ON EQUITY INVESTMENTS......................................................................................... 68
SECTION TWO ..................................................................................................................................................... 69
I. INFORMATION ON THE PARTIES RESPONSIBLE FOR SECTION TWO OF THE
PROSPECTUS......................................................................................................................................... 69
1.1 PARTIES RESPONSIBLE FOR SECTION TWO OF THE PROSPECTUS .................................................... 69
1.2 CERTIFICATION OF LIABILITY ........................................................................................................... 70
II. RISK FACTORS....................................................................................................................................... 70
III. BASIC INFORMATION ............................................................................................................................ 70
3.1 CERTIFICATION OF CASH FLOWS ..................................................................................................... 70
3.2 STOCKHOLDERS’ EQUITY AND NET DEBT.......................................................................................... 70
3.3 INTERESTS OF NATURAL PERSONS AND LEGAL ENTITIES PARTICIPATING IN THE ISSUANCE OF THE
SHARES AND THE OFFER................................................................................................................ 70
3.4 REASONS FOR THE OFFER AND USE OF PROCEEDS.......................................................................... 71
IV. INFORMATION ON THE FINANCIAL INSTRUMENTS TO BE OFFERED............................................ 71
4.1 CLASS OF SHARES ISSUED.............................................................................................................. 71
4.2 STATUTES ACCORDING TO WHICH THE SHARES WERE CREATED ....................................................... 71
4.3 CHARACTERISTICS OF THE SHARES ................................................................................................ 71
4.4 ISSUE CURRENCY OF SHARES......................................................................................................... 71
4.5 RIGHTS ASSIGNED TO THE SHARES. LIMITATIONS............................................................................ 71
4.6 RESOLUTIONS PURSUANT TO WHICH THE SHARES WERE ISSUED ...................................................... 72
4.7 ISSUE DATE OF THE SHARES........................................................................................................... 72
4.8 TRANSFERABILITY OF THE SHARES ................................................................................................. 72
4.9 APPLICABILITY OF REGULATIONS GOVERNING TENDER OFFERS AND/OR RESIDUARY TENDER
OFFERS ......................................................................................................................................... 72
3

4.10 PREVIOUS TENDER OFFERS ............................................................................................................ 73
4.11 TAX TREATMENT ............................................................................................................................ 73
V. CONDITIONS OF THE OFFER................................................................................................................ 78
5.1 CONDITIONS, ENVISAGED CALENDAR, AND TERMS AND CONDITIONS FOR SUBSCRIPTION OF THE
OFFER .......................................................................................................................................... 78
5.2 ALLOCATION AND ASSIGNMENT PLAN............................................................................................... 79
5.3 OFFER PRICE................................................................................................................................. 80
5.4 PLACEMENT AND SUBSCRIPTION ..................................................................................................... 80
VI. LISTING AND TERMS AND CONDITIONS FOR TRADING .................................................................. 81
6.1 LISTING OF THE SHARES COVERED BY THE OFFER ........................................................................... 81
6.2 OTHER PLACEMENTS OF SHARES OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER....................... 81
6.3 STABILIZATION ............................................................................................................................... 81
VII. OWNERS OF FINANCIAL INSTRUMENTS EXECUTING THE OFFER ................................................ 81
7.1 INFORMATION ON THE OFFERORS.................................................................................................... 81
7.2 NUMBER OF SHARES COVERED BY THE OFFER ................................................................................ 82
7.3 LOCK-UP AGREEMENTS .................................................................................................................. 82
VIII. EXPENSES CONNECTED WITH ISSUANCE OF THE SHARES AND THE OFFER............................ 82
8.1 AGGREGATE AMOUNT OF NET PROCEEDS AND EXPENSES FOR ISSUANCE OF THE SHARES AND
OFFER .......................................................................................................................................... 82
IX. DILUTIVE EFFECTS................................................................................................................................ 83
9.1 AMOUNT AND PERCENTAGE OF THE IMMEDIATE DILUTION DERIVING FROM THE OFFER ....................... 83
9.2 DILUTIVE EFFECTS IF THE OFFER IS NOT SUBSCRIBED ...................................................................... 83
X. SUPPLEMENTAL INFORMATION.......................................................................................................... 83
CERTIFICATIONS OF LIABILITY ........................................................................................................................ 84
INFORMATION INCORPORATED BY REFERENCE
The following documents, which (i) are filed at the Company’s registered office, (ii) have been made
available to the public at Borsa Italiana through the NIS online system, (iii) are available on the
Company’s website www.fiatgroup.com and (iv) will be delivered upon request, are incorporated in this
Prospectus by reference.
1. The Statutory and Consolidated Financial Statements with the Reports on Operations for fiscal
2002, 2003 and 2004;
2. The First-half Report at June 30, 2005 (subject to limited review as prescribed by regulations
currently in force);
3. The first, second and third Quarter 2005 Reports (not subject to review, as prescribed by
regulations currently in force);
4. The Annual Report on Corporate Governance;
5. The documentation illustrating the operating, capital and financial situation in the first three quarters
of 2005;
6. The supporting documentation for the presentation to the Italian Government, Local Institutions and
Trade Unions of the 2005-2008 Development Plan.
4

Exclusion of Those Markets Where the Offer Is Prohibited Without the Prior Authorization of the
Regulatory Authorities
The Offer is being made in Italy and is addressed, indiscriminately and on equal terms, to all holders of Fiat
shares of any class.
This Prospectus does not represent an offer of financial instruments in the United States of America or in any
other country (including, among others, France and Germany) where such an Offer is prohibited without the
prior authorization of the regulatory authorities (the “Other Countries”).
The Shares and option rights may not be offered or traded in the United States of America or the Other
Countries without the specific authorizations required by the laws in force in each of those countries or in
absence of a waiver of said laws.
The Shares and option rights have not been and will not be registered under the United States Securities Act of
1933, as amended (the “Securities Act”), or pursuant to the corresponding laws in force in the Other Countries.
Accordingly, the Shares and the option rights may not be offered or sold, nor may the option rights be
exercised, in the United States of America or the Other Countries, except in transactions exempt from or not
subject to the registration requirements of the Securities Act or the relevant provisions of applicable laws in the
Other Countries. The Shares and option rights are being offered (i) to non-U.S. persons who purchase these
financial instruments outside the United States within the meaning of Regulation S under the Securities Act or
(ii) in private placements exempt from registration under the Securities Act to qualified institutional buyers (as
defined in Rule 144A under the Securities Act).
It is hereby pointed out that in France and Germany the Issuer has not submitted the application for listing of the
new Shares issued as part of the Offer envisaged in § 6.902/1 of the Règles de Marché d’Euronext and § 69 of
the Börsenzulassungsverordnung, respectively.
5

GLOSSARY AND DEFINITIONS
“Powertrain Operations” Research, development, industrialization, manufacturing and sale of
powertrains and transmissions.
“Capital Increase” The increase in the capital stock of the Issuer for consideration,
resolved by the Board of Directors on September 15, 2005 from
4,918,113,540 euros to 6,377,257,130 euros, and therefore for
1,459,143,590 euros, through the issuance of 291,828,718 ordinary
shares with a par value of 5 (five) euros each, having the same
characteristics of those already outstanding, including enjoyment at
January 1, 2005. Said shares were subscribed by the Banks on
September 20, 2005 in accordance with Article 2441, paragraph
seven, of the Italian Civil Code at a price of 10.28 euros, 5.28 euros
of which represent share premium. The Banks are obliged to offer
the Company’s stockholders an option to purchase these shares in
accordance with Article 2441, paragraph seven, of the Italian Civil
Code and therefore in compliance with the first three paragraphs of
the aforementioned article and the first paragraph of Article 134 of
the Consolidated Law on Financial Intermediation.
“Shares” The 291,828,718 Fiat ordinary shares with a par value of 5 (five)
euros each, having the same characteristics of those already
outstanding, including dividend rights from January 1, 2005, issued
on September 20, 2005 in execution of the Capital Increase.
“Banks” Capitalia S.p.A., with registered office in Rome, via Marco
Minghetti 17 (“Capitalia”), Banca Intesa S.p.A., with registered
office in Milan, Piazza Paolo Ferrari 10 (“Banca Intesa”), SanPaolo
IMI S.p.A., with registered office in Turin, Piazza San Carlo 156
(“SanPaolo IMI”), UniCredit Banca d’Impresa S.p.A., with
registered office in Verona, Via Garibaldi 1 (“UniCredit Banca
d’Impresa”), Banca Nazionale del Lavoro S.p.A., with registered
office in Rome, Via Vittorio Veneto 119 (“BNL”), Banca Monte dei
Paschi di Siena S.p.A., with registered office in Siena, Piazza
Salimbeni 3 (“Banca Monte dei Paschi”), ABN AMRO Bank N.V.,
with registered office in Amsterdam, Gustav Mahlerlaan 10, and
with a branch office in Milan, via Meravigli 7 (“ABN AMRO”), Banca
Toscana S.p.A., with registered office in Florence, Via del Corso 6
(“Banca Toscana”) and BNP Paribas Succursale Italia, with
registered office in Milan, Piazza San Fedele 2 (“BNP Paribas”).
“Mandatory Convertible Facility
Agreement”
“Fiat” or the “Issuer” or the
“Company”
“Group” or “Fiat Group” Fiat and its subsidiaries.
The Mandatory Convertible Facility Agreement of 3,000,000,000
euros signed on July 26, 2002 between Fiat and the Banks.
Fiat S.p.A., an Italian company headquartered in Turin, Via Nizza
250.
“IFI” IFI – Istituto Finanziario Industriale S.p.A., Italian company
headquartered in Turin, Corso Matteotti 26.
“IFIL” IFIL Investments S.p.A., Italian company headquartered in Turin,
Corso Matteotti 26.
“Offer” The offer to Fiat stockholders of options rights to purchase Shares
in accordance with Article 2441, paragraph seven, of the Italian Civil
6

“Offer Price” and/or “Subscription
price”
“International Financial Reporting
Standards” or “IFRS”
Code and therefore in compliance with the first three paragraphs of
the aforementioned article and with the first paragraph of Article 134
of the Consolidated Law on Financial Intermediation.
10.28 (ten point twenty-eight) euros, equal to the arithmetical
average between 14.4409 (fourteen point four thousand four
hundred and nine) euros which derives from the price of 15.50
(fifteen point fifty) euros defined in the Mandatory Convertible
Facility Agreement and adjusted following the capital increase of
Fiat in July 2003, and the weighted average of the official prices of
Fiat shares posted on the Mercato Telematico Azionario di Borsa
Italiana S.p.A. (Borsa Italiana’s Electronic Equity Market) in the 6
(six) months preceding the fifth working day preceding the maturity
of the Mandatory Convertible Facility Agreement, which fell due on
September 20, 2005 (i.e. from March 14, 2005 to September 12,
2005 included).
The International Accounting Standards (IAS), International
Financial Reporting Standards (IFRS) and the related
interpretations (SIC/IFRIC interpretations) issued by the
International Accounting Standards Board (IASB).
“Italian Accounting Standards” The accounting standards governed by the regulations contained in
Italian Legislative Decree no. 127 of April 9, 1991, interpreted and
supplemented by accounting standards issued by the Boards of
Dottori Commercialisti and of Ragionieri and, where are none and
not at variance, by those laid down by the International Accounting
Standards Board (IASB).
“Consolidated Law on Financial
Intermediation”
The Italian Legislative Decree no. 58 of February 24, 1998
(Consolidated Law on provisions regarding financial intermediation),
as subsequently amended.
“Issuers Regulation” Regulation for the implementation of Italian Legislative Decree no.
58 of February 24, 1998, on the activities of the issuers of securities
adopted by Consob with resolution no. 11971 of May 14, 1999, as
subsequently amended.
“Commission Regulation (EC) No.
809/2004”
“Italian Income Tax Consolidation
Act”
Commission Regulation (EC) No. 809/2004 of April 29, 2004 with
modalities for implementing Directive 2003/71/EC of the European
Parliament and of the Council as regards information contained in
prospectuses as well as the format, incorporation by reference,
publication of such prospectuses and dissemination of
advertisements.
Presidential Decree no. 917 of December 22, 1986 (Italian Income
Tax Consolidation Act).
7

SUMMARY NOTES
This Section, called “Summary Notes”, has been prepared in accordance with the provisions of Article 24 of the
EC Regulation 809/2004 and it briefly describes the main risks and characteristics connected to the Issuer and
the financial instruments.
NOTICE FOR THE READER
The purpose of these Summary Notes is to briefly describe in a non-technical language the main characteristics
of the Issuer, the financial instruments object of the Offer and the main risks connected to the Issuer and the
market in which it operates.
These Summary Notes are only meant to be an introduction to this Prospectus and therefore any decision to
invest in the offered financial instruments must be based on an analysis of the entire Prospectus.
If a lawsuit is filed in court regarding the information set forth in this Prospectus, the plaintiff might be required to
pay for translation of the Prospectus before the proceeding commences.
The individuals who authored the Summary Notes are liable only if said Notes are misleading, inaccurate, or
inconsistent with respect to the other parts of the Prospectus.
GENERAL INFORMATION ON THE ISSUER FIAT S.P.A.
Description of the Issuer and its activities
The name of the Issuer is Fiat S.p.A. The Issuer is a società per azioni, or joint-stock company, organized under
the laws of the Republic of Italy and entered in the Turin Company Register with the number 00469580013. Its
registered office is in Turin, via Nizza 250. Fiat was established in Turin on March 8, 1906 and has a duration
expiring on December 31, 2100.
Fiat was one of the founders of the European automotive industry. Over time, the company has had a multiform
approach to the automotive world: from cars to trucks, tractors, marine and aircraft engines.
Starting in 2003, the Group redefined its business scope. As part of this process, it refocused on its core
automotive business. Today, Group’s activities are represented by the following business areas:
• Automobiles: cars under the Fiat, Lancia and Alfa Romeo brands and light commercial vehicles under
the Fiat brand. The Automobiles Sector provides financing services to its dealers.
The Fiat Group also controls Ferrari and Maserati that produce luxury sports cars.
Fiat Powertrain Technologies, established in the first half of 2005, controls automobile powertrain
operations. The powertrain operations of Iveco, Magneti Marelli and the research activities will
subsequently be transferred to Fiat Powertrain Technologies.
• Agricultural and Construction Equipment: tractors and agricultural equipment through the Case IH,
New Holland and Steyr brands and construction equipment through the Case, New Holland, New
Holland Construction and Kobelco brands. The Sector’s financial services provide support to end
customers and to its dealers.
• Commercial Vehicles: commercial vehicles (Iveco and Seddon Atkinson brands), busses (Iveco and
Irisbus brands), firefighting vehicles (Camiva, Iveco and Magirus brands). The Sector provides a full
range of financial services.
• Components and Production Systems
- Components: Magneti Marelli designs, produces and sells automotive modules and components for
lighting systems, exhaust systems, suspensions and shock absorbers, engine control units, and
electronic systems.
- Metallurgical Products: Teksid designs, produces and sells engine blocks, cylinder heads and other
components for cast-iron engines; cast-iron components for transmissions, gearboxes and
suspensions; and magnesium bodywork components.
8

- Production Systems: Comau produces industrial automation systems for the automotive industry in
the areas of product and process engineering, logistics and management, manufacturing, installation,
production startup and maintenance.
• Other Businesses. Other Businesses include: (i) the Services Sector mainly active within the Group,
(ii) the Publishing and Communications Sector which includes publication of the La Stampa newspaper,
and sale of advertising space for multimedia customers through Publikompass; and (iii) Holding
Companies and Other Companies, with the remaining activities and equity investments of the Group.
Operating and financial information
Following is an overview of the main consolidated operating information of the Fiat Group for the first half and
third quarter of 2005 compared with the results of the same periods of 2004, prepared in accordance with IFRS,
as well as the main consolidated financial information of the Fiat Group at June 30, 2005 and at September 30,
2005 compared with the results at December 31, 2004, prepared in accordance with IFRS.
Operating highlights (in millions of euros)
9
1 st half
2004
(IFRS)
1 st half
2005
(IFRS)
3 rd
quarter
2004
(IFRS)
3 rd
quarter
2005
(IFRS)
Net revenues 23,033 22,807 10,386 10,597
Trading profit 205 407 (30) 232
Operating result 125 1,445 (122) 409
Net result before minority interest (638) 510 (380) 826
Group interest in net result (680) 475 (404) 818
Cash flow
(Net result before minority interest plus depreciation and amortization)
540 1,797 193 1,525
Earnings per share (in euros) (1) (0.695) 0.485 (0.412) 0.796
Diluted earnings per share (in euros) (1) (0.695) 0.456 (0.412) 0.796
(1) The calculation of diluted earnings per share for the first half of 2005 takes into account the potential effects of the conversion of the
Mandatory Convertible Facility at that date.
In accordance with IAS 33, the dilutive effects of this facility have not been taken into consideration in the calculation of earnings per share
for the first half and third quarter of 2004 as there was a loss for the periods.
Financial highlights (in millions of euros)
12/31/2004
(IFRS)
06/30/2005
(IFRS)
09/30/2005
(IFRS)
Total assets 62,522 64,195 60,536
- of which: Non current assets 22,228 21,886 21,753
Net debt 25,423 23,724 19,105
Stockholders’ equity before minority interest 4,928 6,124 9,277
Group interest in stockholders’ equity 4,304 5,460 8,608
Main operating and financial indexes
1 st half
2004
(IFRS)
1 st half
2005
(IFRS)
3 rd quarter
2004
(IFRS)
3 rd quarter
2005
(IFRS)
Trading profit / Net revenues (R.O.S.) 0.890% 1.785% -0.289% 2.189%
Net result before minority interest / Net revenues -2.770% 2.236% -3.659% 7.795%
Net result / Group interest in average stockholders’ equity (R.O.E.) - 9.730% - -
Investments / Depreciation (Fixed assets net of vehicles sold under
buy-back commitments)
0.805 0.738 0.714 1.117
Net debt / Stockholders’ equity before minority interest (1) 5.159 3.874 5.159 2.060
Net debt of Industrial Activities / Stockholders’ equity before
minority interest
(1) at December 31, 2004, at June 30 and September 30, 2005
1.917 1.496 1.917 0.502

The following table shows the structure of the Fiat Group net debt:
(in millions of euros) Notes At 12.31.2004 At 09.30.2005
Debt (32,191) (25,465)
- Asset-backed financing (10,174) (9,660)
- Other Debt (22,017) (15,805)
Other financial liabilities (1) (203) (196)
Other financial assets (1) 851 583
Current securities 353 504
Cash and cash equivalents 5,767 5,469
Net debt (25,423) (19,105)
Industrial Activities (2) (9,447) (4,658)
Financial Services (2) (15,976) (14,447)
(1) Includes the positive and negative fair value of derivative financial instruments.
(2) Explanation for the segmented representation of Industrial Activities and Financial Services is provided in Section One, Chapter X,
Paragraph 10.1
At September 30, 2005, the net debt of the Fiat Group totaled 19.1 billion euros (4.7 billion euros in net debt for
industrial activities and 14.4 billion euros in net debt for financial services).
Conclusion of the Italenergia transaction and conversion of the Mandatory Convertible Facility in September
2005 reduced net debt by approximately 4.8 billion euros. It is expected that the net debt of the Group at
December 31, 2005 will be lower than at December 31, 2004.
In the first nine months of the year, the Fiat Group and all of its main Sectors sharply improved their operating
performance and financial results.
Since the beginning of the year, the Group also succeeded in finding optimal solutions to pending financial
issues. With net stockholders’ equity exceeding 9 billion euros and net industrial debt of less than 5 billion
euros, Fiat can now focus on its manufacturing infrastructure, distribution networks, and product offerings.
In the last quarter of this year, most of Fiat’s business sectors expect to continue operating in a highly
competitive economic climate. Nonetheless, the Group confirms its commitment to the achievement of its stated
2005 objectives of a positive net income, for the Company as well, after unusual items, and an improved trading
result.
Turnaround efforts currently underway call for an investment plan (including R&D activities) for the 2005-2008
period worth approximately 18 billion euros, 10 billion euros of which earmarked for Fiat Auto. Investments
carried out, underway or scheduled for the near future are described in Section One, Chapter V, Paragraph 5.2.
Capital stock
The capital stock, fully paid-in, of the Issuer, at the date of publication of this Prospectus (and therefore after the
subscription of the Shares that took place on September 20, 2005) amounts to 6,377,257,130 euros and
consists of:
• 1,092,246,316 ordinary shares
• 103,292,310 preference shares
• 79,912,800 savings shares
all with a par value of 5 euros each.
Main stockholders of the Issuer
Giovanni Agnelli & C. S.a.p.az., through the subsidiaries IFI and IFIL, owns 30.06% of the ordinary stock of Fiat
and 30.09% of the preference stock of Fiat. This investment remained unaltered after the Capital Increase as a
result of the transaction announced on September 15 by IFIL which also communicated that it had resolved to
sell to Merrill Lynch International all the option rights it is entitled to in connection with this Offer.
10

The table below lists the stockholders who, as of September 20, 2005, held directly or indirectly 2% or more of
the Issuer’s voting stock. This information is based on the data entered in the Stockholders’ Register, official
communications received by the Company and other information available to the Company. The table also
includes those stockholders whose stake in the Issuer’s voting capital exceeded 2% before the Capital Increase
– and has decreased as a result of it – and which could again exceed said threshold if said stockholders accept
the Offer.
Stockholder Total ordinary
shares
11
% of the
ordinary stock
Number of
preference
shares
% of the
voting stock
IFIL S.p.A. 328,333,447 30.06 31,082,500 30.06
Intesa Group 66,950,778* 6.13 401,260 5.63
Unicredito Italiano Group 63,608,016* 5.82 220,127 5.34
SanPaolo IMI Group 49,961,102* 4.57 668,421 4.23
Capitalia Group 41,620,723* 3.81 71,174 3.49
Banca Nazionale del Lavoro 29,928,545* 2.74 9,780 2.50
Monte dei Paschi Group 29,735,841* 2.72 154,110 2.50
Assicurazioni Generali Group 26,001,817 2.38 291,800 2.20
Lybian Arab Foreign Inv. Co. (Lafico) 21,670,105 1.98 1,046,935 1.90
Mediobanca S.p.A. 21,152,587 1.94 0 1.77
Merrill Lynch & Co. Inc. 8,764,377 0.80 0 0.73
* Number of shares includes the shares subscribed pursuant to Article 2441, paragraph seven, of the Italian Civil Code, deprived of voting
rights until expiration of the Offer, and shown in the table present in Section Two, Paragraph 3.4.
Board of Directors and supervisory bodies
The Board of Directors in office is composed of 15 members (three executive directors and 12 non-executive
directors, i.e. who do not hold delegated authority or perform executive functions in the Company or the Group,
eight of whom are independent), whose term of office will expire on the date of the Stockholders Meeting called
to approve the Financial Statements at December 31, 2005. The executive directors are the Chairman, the Vice
Chairman, who substitutes for the Chairman if the latter is absent or prevented from acting, and the Chief
Executive Officer.
The directors currently in office are: Chairman, Luca Cordero di Montezemolo; Vice Chairman, John Elkann;
Chief Executive Officer, Sergio Marchionne; Directors: Andrea Agnelli, Angelo Benessia, Tiberto Brandolini
d’Adda, Flavio Cotti, Luca Garavoglia, Gian Maria Gros-Pietro, Hermann-Josef Lamberti, Virgilio Marrone,
Vittorio Mincato, Pasquale Pistorio, Daniel John Winteler and Mario Zibetti.
The following Committees have been created by the Board of Directors: the Internal Control Committee, the
Nominating and Compensation Committee and the Strategic Committee.
The Board of Statutory Auditors in office until the approval of the statutory financial statements at December
31, 2005 is composed of: Cesare Ferrero, Chairman; Giorgio Ferrino and Giuseppe Camosci, Statutory
Auditors.
The Articles of Associations contain provisions for the election of a statutory auditor by minority stockholders
representing at least 1% of the capital stock with voting rights in ordinary stockholders meetings.
The audits of the Company’s annual statutory and consolidated financial statements at December 31, 2002,
December 31, 2003 and December 31, 2004, were performed by the External Auditors Deloitte & Touche
S.p.A. (Deloitte & Touche Italia S.p.A. for financial statements at December 31, 2002), with registered office in
Milan, Via Tortona 25. The limited reviews of the Company’s interim financial statements at June 30, 2005 were
also performed by Deloitte & Touche S.p.A.

Reasons for the Offer
INFORMATION ON THE OFFER AND FINANCIAL INSTRUMENTS
The Offer originates with the Mandatory Convertible Facility, pursuant to which the Issuer’s debt of 3 billion
euros in principal to the Banks was reimbursed on the September 20, 2005 due date with newly issued ordinary
shares of Fiat stock.
The capital increase for the Shares that are the object of the Offer was resolved by the Board of Directors of
Fiat S.p.A. on September 15, 2005 pursuant to the delegation of authority granted by the Extraordinary
Stockholders Meeting on September 12, 2002 pursuant to Article 2443 of the Italian Civil Code.
The Shares were issued on September 20, 2005 in execution of the abovementioned resolution of September
15, 2005 and were subscribed by the Banks pursuant to Article 2441, paragraph seven, of the Italian Civil Code,
with the obligation of offering Company stockholders option rights to purchase said shares pursuant to the first
three paragraphs of Article 2441 of the Italian Civil Code and paragraph one of Article 134 of the Consolidated
Law on Financial Intermediation.
Consequently, the payable for subscription of the Shares by each Bank was set off by the receivable of each
one of them from the Company for the amount of the Mandatory Convertible Facility, and thus the funds
deriving from the Capital Increase fully set off the principal of the loan under the Mandatory Convertible Facility
Agreement.
Characteristics of the Offer
The Offer is unconditional and irrevocable.
The offer is comprised by 291,828,718 ordinary shares with a par value of 5 euros each, and thus for a total par
value of 1,459,143,590 euros.
The Shares are offered at the price of 10.28 euros each for a total Offer of approximately 3,000,000,000 euros.
The Offer Price is higher than the current market quotations of the Shares object of the Offer.
The option rights are represented by coupon no. 10 of Fiat ordinary, preference, and savings shares.
The Offer is open to all Fiat stockholders, without limit on quantity, in the ratio of 149 Shares for every 500 Fiat
shares of any class owned.
The following table summarizes the envisaged calendar for the Offer:
Publication of the Prospectus November 22, 2005
Start of the Offer period and first day of trading of the option rights November 28, 2005
Last day of trading of the option rights December 7, 2005
Expiration of Offer period and final deadline for payment of shares December 14, 2005
The option rights may be exercised at any authorized intermediary participating in the central depository system
of Monte Titoli S.p.A including Fiat itself (the “Authorized Intermediaries”).
The Shares must be paid for in full upon exercise of the option rights, and in any event within the date of the
abovementioned expiration of the Offer at the Authorized Intermediary through which the transaction is
executed. No additional costs or expenses are envisaged for those who accept the Offer.
The Shares shall be made available to those with title thereto by the third day on which the stock exchange is
open after the aforementioned deadline for payment, after confirmation of crediting through registration at Monte
Titoli on the accounts held at it by the respective Authorized Intermediaries.
Any option rights not exercised within the expiration of the Offer period will be offered on the Stock Exchange
for five sessions, pursuant to Article 2441, paragraph three, of the Italian Civil Code.
By the day before commencement of the offer of unexercised option rights, a notice will be published in the
newspapers Il Sole 24 Ore and La Stampa indicating the number of unexercised option rights to be offered on
the Mercato Telematico Azionario pursuant to Article 2441, paragraph three, of the Italian Civil Code and the
dates of the sessions at which the Offer will be made.
12

Characteristics of the Shares
The Shares are newly issued Fiat ordinary shares with the same characteristics of those already outstanding
and with regular rights of enjoyment. Thus, the Shares are registered, issued in dematerialized form on the
central depository system of Monte Titoli S.p.A., and listed for trading on the Mercato Telematico Azionario of
Borsa Italiana (ISIN code IT0001976403).
The Shares were created pursuant to Italian law and the issue currency is the euro.
Pursuant to Article 2441, paragraph seven, of the Italian Civil Code, the Banks may not exercise the voting
rights stemming from the Shares between the time that they enter into possession thereof and expiration of this
Offer.
No restrictions are imposed on free transfer of the Shares included in the Offer by stockholders who accept the
Offer.
RISK FACTORS
With reference to the investment object of the Offer, the Issuer has identified the following risk factors that must
be taken into consideration by investors before making any decision in this regard.
Risk factors associated with the Issuer: Risks connected to the results of the Issuer and the Group, Risks
connected to the Issuer’s Financing Needs, Risks connected to the Refocusing on the Automotive Business,
Risks connected to the Issuer’s Rating, Forward-Looking Statements, Risks connected to the relationships with
employees and suppliers, Risks connected to changes in management.
Risk Factors associated with the industries in which the Issuer operates: Risks connected to Fiat’s
operations and the economic conditions, Risks connected to the high competitiveness of the automotive market,
Market risks, Risks connected to Fiat’s operations in international markets, Risks connected to the presence of
the Group in emerging markets, Risks connected to fluctuations in exchange and interest rates, Risks
connected to government policies and applicable norms, Risks connected to environmental regulations.
Risk factors associated with the financial instruments object of the Offer regard the Offer Price, the
Dilutive effects of the Capital Increase, the interests of the offering Banks and the non-submission of the
application for listing of the Shares in France and Germany.
Additional information on the risk factors is found in the Section “Risk Factors” of this Prospectus.
13

RISK FACTORS
NOTICE TO INVESTORS
THE TRANSACTION DESCRIBED IN THIS PROSPECTUS (THE “PROSPECTUS”) IS SUBJECT TO THE RISKS THAT ARE
INHERENT IN INVESTMENTS IN EQUITY SECURITIES. CONSEQUENTLY, INVESTORS ARE ADVISED TO TAKE INTO
CONSIDERATION THE INFORMATION PROVIDED BELOW WHEN ASSESSING THE MERITS OF THIS INVESTMENT.
THE GENERAL AND SPECIFIC RISK FACTORS THAT INVESTORS SHOULD TAKE INTO ACCOUNT BEFORE MAKING ANY
INVESTMENT DECISION ARE LISTED BELOW. THEY INCLUDE THOSE RELATING TO THE ISSUER FIAT S.P.A. (THE “ISSUER”
OR “FIAT” OR THE “COMPANY”), THE MARKETS IN WHICH THE COMPANY AND ITS SUBSIDIARIES (THE “GROUP” OR THE
“FIAT GROUP”) OPERATE AND THE FINANCIAL INSTRUMENTS THAT ARE BEING OFFERED. THE INFORMATION PROVIDED IN
THIS NOTICE MUST BE READ IN CONJUNCTION WITH THE DATA PROVIDED ELSEWHERE IN THIS PROSPECTUS.
RISK FACTORS ASSOCIATED WITH THE ISSUER
RISKS CONNECTED TO THE RESULTS OF THE ISSUER AND THE GROUP
IN 2002, 2003 AND 2004, FIAT’S OPERATING PERFORMANCE WAS AFFECTED BY THE UNFAVORABLE BUSINESS
ENVIRONMENT THAT PERSISTED IN THE AUTOMOTIVE MARKET AND THE NEGATIVE PERFORMANCE OF THE FIAT AUTO
SUBSIDIARY. IN SAID YEARS THE GROUP RECORDED NET LOSSES OF 3,948 MILLION EUROS, 1,900 MILLION EUROS, AND
1,586 MILLION EUROS (UNDER ITALIAN ACCOUNTING STANDARDS) AND 1,634 MILLION EUROS IN 2004 (UNDER
INTERNATIONAL ACCOUNTING STANDARDS).
IN CONNECTION WITH THESE UNFAVORABLE CONDITIONS, THE GROUP ADOPTED A SERIES OF ORGANIZATIONAL AND
INDUSTRIAL INITIATIVES INTENDED TO BRING IT BACK TO PROFITABILITY. THESE INITIATIVES ARE FOCUSED ON ACHIEVING
SIGNIFICANT IMPROVEMENTS IN THE RESULTS OF THE FIAT GROUP OVER THE PERIOD THROUGH 2007, IN PARTICULAR BY
RESTORING FIAT AUTO TO PROFITABILITY AND REORGANIZING GROUP BUSINESSES, WHILE REINFORCING ITS CAPITAL
STRUCTURE AND MAINTAINING A COMFORTABLE LIQUIDITY POSITION. THEY ALSO PROVIDE FOR SIGNIFICANT COST
SAVINGS TO BE GENERATED THROUGH COST STRUCTURE RATIONALIZATION AND IMPROVED MANUFACTURING EFFICIENCY,
FURTHER SYNERGIES FROM INDUSTRIAL AGREEMENTS, AND THE ADOPTION OF A MORE DYNAMIC AND EFFICIENT
MANAGEMENT STRUCTURE.
IN THE FIRST HALF OF 2005 THE FIAT GROUP MADE SIGNIFICANT PROGRESS TOWARDS THE ACHIEVEMENT OF SET
OPERATING AND FINANCIAL OBJECTIVES (SEE SECTION ONE, CHAPTER IX). THESE PROGRESSES WERE CONFIRMED BY
THE RESULTS FOR THE THIRD QUARTER OF 2005 (SEE SECTION ONE, CHAPTER IX AND XII).
FOR FISCAL 2005 THE GROUP CONFIRMS ITS COMMITMENT TO THE ACHIEVEMENT OF THE STATED OBJECTIVE OF A
POSITIVE NET INCOME, FOR THE COMPANY AS WELL, AFTER UNUSUAL ITEMS, AND AN IMPROVED TRADING RESULT.
NEVERTHELESS THE ACHIEVEMENT OF SET OBJECTIVES AND RESULTS WILL DEPEND ON THE SUCCESS OF THESE
INITIATIVES AND OF THE INDUSTRIAL PLAN, AS WELL AS ON GENERAL ECONOMIC AND BUSINESS CONDITIONS IN THE
MARKETS IN WHICH THE GROUP OPERATES. ANY FAILURE TO IMPLEMENT SAID INITIATIVES, OR A PORTION OF THEM,
COULD HAVE A NEGATIVE IMPACT ON THE OPERATING AND FINANCIAL RESULTS OF THE COMPANY. THERE CAN BE NO
ASSURANCE THAT THE ACTIONS TAKEN BY THE COMPANY WILL PRODUCE POSITIVE FINANCIAL RESULTS. CONSEQUENTLY,
THE ISSUER’S OPERATING AND FINANCIAL RESULTS COULD DIFFER FROM THOSE FORECASTED.
RISKS CONNECTED TO THE ISSUER’S FINANCING NEEDS
AT SEPTEMBER 30, 2005, THE NET DEBT OF THE FIAT GROUP AMOUNTED TO 19,105 MILLION EUROS (NET DEBT OF
INDUSTRIAL ACTIVITIES AND FINANCIAL SERVICES WAS AT 4,658 MILLION EUROS AND 14,447 MILLION EUROS,
RESPECTIVELY), APPROXIMATELY 6.3 BILLION EUROS LOWER THAN THE 25,423 MILLION EUROS RECORDED AT
DECEMBER 31, 2004. CONCLUSION OF THE ITALENERGIA TRANSACTION AND CONVERSION OF THE MANDATORY
CONVERTIBLE FACILITY IN SEPTEMBER 2005 REDUCED NET DEBT BY APPROXIMATELY 4.8 BILLION EUROS. IT IS
EXPECTED THAT THE NET DEBT OF THE GROUP AT DECEMBER 31, 2005 WILL BE LOWER THAN AT DECEMBER 31, 2004.
MOST OF THE BONDS ISSUED BY THE GROUP CONTAIN COMMITMENTS BY THE ISSUER AND, IN CERTAIN CASES, BY FIAT
AS GUARANTOR (“COVENANTS”) THAT ARE TYPICAL IN INTERNATIONAL PRACTICE FOR BOND ISSUES OF THIS TYPE BY
ISSUERS IN THE SAME INDUSTRIAL SECTOR AS THAT OF THE GROUP, WHICH SPECIFICALLY INCLUDE: (I) NEGATIVE
PLEDGES THAT REQUIRE EXTENSION TO BONDS OF THE SAME GRADE OF EVENTUAL PRESENT OR FUTURE COLLATERAL
SECURITY GIVEN ON THE ASSETS OF THE ISSUER AND/OR FIAT IN CONNECTION WITH OTHER BONDS AND OTHER
SECURITIES, (II) PARI PASSU CLAUSES, ACCORDING TO WHICH SENIOR OBLIGATIONS WITH RESPECT TO THE ISSUED
14

BONDS MAY NOT BE ASSUMED, (III) PERIODIC DISCLOSURE OBLIGATIONS, (IV) FOR CERTAIN BOND ISSUES, CROSS
DEFAULT CLAUSES, WHICH ENTAIL IMMEDIATE REIMBURSEMENT OF THE BONDS IN THE EVENT OF CERTAIN DEFAULTS
INVOLVING OTHER FINANCIAL INSTRUMENTS ISSUED BY THE GROUP, AND (V) OTHER CLAUSES THAT ARE GENERALLY
FOUND IN ISSUES OF THIS TYPE.
FUTURE CHANGES IN THE GROUP’S FINANCIAL POSITION DEPEND ON NUMEROUS FACTORS, IN PARTICULAR, THE
ACHIEVEMENT OF THE OBJECTIVES OF THE ORGANIZATIONAL AND INDUSTRIAL INITIATIVES THAT HAVE BEEN IMPLEMENTED
AND AN OVERALL IMPROVEMENT OF THE CONDITIONS EXISTING IN THE ECONOMY IN GENERAL AND THE AUTOMOTIVE
INDUSTRY IN PARTICULAR.
MOREOVER, THE MANAGEMENT AND DEVELOPMENT OF THE BUSINESSES IN WHICH THE GROUP OPERATES,
PARTICULARLY THE AUTOMOTIVE OPERATIONS, REQUIRE LARGE CAPITAL INVESTMENTS. TURNAROUND EFFORTS
CURRENTLY UNDERWAY CALL FOR AN INVESTMENT PLAN (INCLUDING R&D ACTIVITIES) FOR THE 2005-2008 PERIOD
WORTH APPROXIMATELY 18 BILLION EUROS, 10 BILLION EUROS OF WHICH EARMARKED FOR FIAT AUTO.
THE FIAT GROUP EXPECTS TO MEET ITS BORROWING REQUIREMENTS STEMMING FROM MATURING FINANCIAL PAYABLES
AND EXPECTED INVESTMENTS WITH CURRENTLY AVAILABLE CASH, THE RENEWAL OR REFINANCING OF BANK LOANS,
EVENTUAL RECOURSE TO THE CAPITAL MARKET, AND OPERATING CASH FLOWS. CONSEQUENTLY, THE GROUP MAY FIND
IT NECESSARY TO SECURE ADDITIONAL FINANCING AND TO REFINANCE ITS OUTSTANDING DEBT (SEE SECTION ONE,
CHAPTER X).
RISKS CONNECTED TO THE REFOCUSING ON THE AUTOMOTIVE BUSINESS
AT THE PRESENT TIME, THE ISSUER IS WORKING TO STRENGTHEN THE GROUP’S CAPITAL AND FINANCIAL STRUCTURE. IN
PURSUIT OF THIS GOAL, DURING THE PAST FEW YEARS IT IMPLEMENTED A PLAN TO SELL CERTAIN EQUITY INVESTMENTS IN
INDUSTRIES OTHER THAN THE AUTOMOTIVE BUSINESS WITHIN THE FRAMEWORK OF A STRATEGY TO FOCUS THE GROUP’S
EFFORTS ON AUTOMOBILES, AGRICULTURAL AND CONSTRUCTION EQUIPMENT, COMMERCIAL VEHICLES AND AUTOMOTIVE
COMPONENTS.
IN FEBRUARY 2005 THE COMPANY TERMINATED THE MASTER AGREEMENT, SIGNED BY FIAT AND GENERAL MOTORS ON
MARCH 13, 2000 (THE “MASTER AGREEMENT”), WHICH GOVERNED THE INDUSTRIAL ALLIANCE BETWEEN FIAT AND
GENERAL MOTORS. AS A CONSEQUENCE OF THE TERMINATION, THE POWERTRAIN JOINT-VENTURE, ESTABLISHED FOR
THE PRODUCTION OF ENGINES (WITH THE EXCEPTION OF THE BIELSKO BIALA PLANT IN POLAND), AND THE PURCHASING
JOINT-VENTURE, ESTABLISHED FOR THE PURCHASING AREA (FOR FURTHER INFORMATION SEE SECTION ONE, CHAPTER
XXII), WERE ALSO TERMINATED.
THE GROUP INTENDS TO SEEK OPPORTUNITIES TO SET UP JOINT-VENTURES AND INDUSTRIAL AGREEMENTS IN THE
AUTOMOTIVE SECTOR. THERE CAN BE NO ASSURANCE THAT THE GROUP WILL BE ABLE TO ENTER INTO SUCH
TRANSACTIONS WITHOUT ENCOUNTERING ADMINISTRATIVE, TECHNICAL, POLITICAL OR FINANCIAL DIFFICULTIES OR THAT
THE REALIZATION OF SUCH TRANSACTIONS WILL BRING THE EXPECTED BENEFITS.
RISKS CONNECTED TO THE ISSUER’S RATING
THE ABILITY TO ACCESS THE CAPITAL MARKETS, THE AVAILABILITY OF FINANCING AND THE COST THEREOF DEPEND ON
THE CREDIT RATING ASSIGNED TO THE COMPANY.
THE ISSUER IS CURRENTLY RATED BELOW INVESTMENT GRADE. AT PRESENT MOODY'S INVESTORS SERVICE INC.
("MOODY'S"), STANDARD & POOR'S RATING SERVICES ("STANDARD & POOR'S") AND FITCH RATINGS (“FITCH” AND
JOINTLY WITH MOODY’S AND STANDARD & POOR’S, THE "RATING AGENCIES") ASSIGNED THE FOLLOWING RATINGS TO
THE COMPANY: BA3 WITH NEGATIVE OUTLOOK, BB- WITH STABLE OUTLOOK, AND BB- WITH NEGATIVE OUTLOOK,
RESPECTIVELY.
THE CURRENT RATING AND ANY FURTHER DOWNGRADES BY THE RATING AGENCIES COULD LIMIT THE COMPANY’S
ACCESS TO CAPITAL MARKETS AND INCREASE ITS COST OF FUNDS THEREBY NEGATIVELY AFFECTING THE OPERATING,
CAPITAL AND FINANCIAL SITUATION OF THE COMPANY.
FORWARD-LOOKING STATEMENTS
THIS PROSPECTUS CONTAINS CERTAIN STATEMENTS ON THE OUTLOOK AND TRENDS IN THE PERFORMANCE OF THE
GROUP FOR THIS YEAR. THESE STATEMENTS ARE BASED ON THE EXPERTISE AND KNOWLEDGE OF THE COMPANY AND ON
AVAILABLE HISTORICAL DATA FOR THE INDUSTRIES IN WHICH THE GROUP OPERATES. THE COMPANY CANNOT ASSURE
THAT THE OUTLOOK CONTAINED IN THESE FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT OR WILL BE
CONFIRMED, GIVEN THE POSSIBLE OCCURRENCE OF UNFORESEEABLE EVENTS AND OF OTHER RISK FACTORS, SOME OF
WHICH HAVE BEEN DESCRIBED IN THIS NOTICE TO INVESTORS, OR DUE TO CONDITIONS IN THE MARKETS WHERE THE
GROUP OPERATES.
15

RISKS CONNECTED TO THE RELATIONSHIPS WITH EMPLOYEES AND SUPPLIERS
IN MANY OF THE COUNTRIES WHERE THE GROUP OPERATES, ITS EMPLOYEES ARE PROTECTED BY VARIOUS LAWS AND/OR
COLLECTIVE BARGAINING AGREEMENTS, WHICH GIVE GROUP EMPLOYEES THE RIGHT TO BE CONSULTED, THROUGH THEIR
LOCAL AND NATIONAL REPRESENTATIVES, WITH REGARD TO SUCH SPECIFIC ISSUES AS DOWNSIZING PROGRAMS,
DEPARTMENT CLOSURES AND LAYOFFS. THESE LAWS AND/OR COLLECTIVE BARGAINING AGREEMENTS, INSOFAR AS THEY
APPLY TO THE GROUP, COULD LIMIT THE GROUP’S FLEXIBILITY IN REDEFINING AND/OR STRATEGICALLY REPOSITIONING
ITS OPERATIONS.
FIAT’S ABILITY TO REDUCE ITS STAFF OR TAKE OTHER PERMANENT OR TEMPORARY TERMINATION MEASURES AS PART OF
THE GROUP’S RESTRUCTURING PROCESS IS PREDICATED ON SECURING THE NECESSARY GOVERNMENT AUTHORIZATIONS
AND THE AGREEMENT OF LABOR UNIONS. THE GROUP IS ALSO DEPENDENT ON GOODS AND SERVICES PROVIDED BY
OTHER HIGHLY UNIONIZED INDUSTRIES.
LABOR UNREST IN INDUSTRIES UPON WHICH THE GROUP DEPENDS COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS
BUSINESS.
RISKS CONNECTED TO CHANGES IN MANAGEMENT
MOST OF THE CURRENT SENIOR MANAGERS WERE APPOINTED TO THEIR CURRENT POSITIONS DURING THE LAST 18
MONTHS. THE FIAT CHAIRMAN, LUCA CORDERO DI MONTEZEMOLO, AND THE CHIEF EXECUTIVE OFFICER, SERGIO
MARCHIONNE, WERE APPOINTED IN JUNE 2004. IN FEBRUARY 2005, MR. MARCHIONNE ASSUMED THE ADDITIONAL
POSITION OF CHIEF EXECUTIVE OFFICER OF FIAT AUTO, PAOLO MONFERINO, WHO WAS CHIEF EXECUTIVE OFFICER OF
CNH, BECAME CHIEF EXECUTIVE OFFICER OF IVECO, AND HAROLD BOYANOVSKY BECAME CHIEF EXECUTIVE OFFICER
OF CNH. IN 2005, FOLLOWING THE CREATION OF FIAT POWERTRAIN TECHNOLOGIES, MANAGEMENT AT CERTAIN OTHER
GROUP SECTORS WAS ALSO RESHUFFLED.
THE SUCCESS OF THE GROUP DEPENDS IN LARGE PART ON THE ABILITY OF ITS MANAGEMENT TEAM TO OPERATE AND
MANAGE THE GROUP EFFECTIVELY.
RISK FACTORS ASSOCIATED WITH THE INDUSTRIES IN WHICH THE ISSUER OPERATES
RISKS CONNECTED TO FIAT’S OPERATIONS AND THE ECONOMIC CONDITIONS
THE FIAT GROUP MAINLY OPERATES ON THE INTERNATIONAL AUTOMOTIVE MARKET, WHICH EMBRACES SECTORS THAT
HAVE HISTORICALLY BEEN HIGHLY CYCLICAL: AUTOMOBILE, COMMERCIAL VEHICLE, AGRICULTURAL AND CONSTRUCTION
EQUIPMENT, AND VEHICLE COMPONENTS MANUFACTURING AND DISTRIBUTION, AS WELL AS THE PROVISION OF RELATED
SERVICES. A SUBSTANTIAL PORTION OF THE GROUP’S REVENUES IS GENERATED IN WESTERN EUROPE, MORE
PARTICULARLY IN ITALY. DEMAND FOR AUTOMOBILES GREW ONLY MODESTLY IN WESTERN EUROPE AS A WHOLE AND
REMAINED FLAT IN ITALY IN 2004, AFTER WEAKENING IN THE PRIOR FEW YEARS, WHILE FIAT AUTO’S MARKET SHARE IN
2004 DECLINED SLIGHTLY IN WESTERN EUROPE AND REMAINED STABLE IN ITALY IN SPITE OF DECLINES IN THE PRIOR
FEW YEARS. HOWEVER, IN THE FIRST HALF OF 2005, FIAT AUTO SUFFERED LOSSES IN MARKET SHARE IN ITALY IN A
DECLINING MARKET, WHILE ALSO LOSING FURTHER MARKET SHARE IN WESTERN EUROPE. (SEE SECTION ONE, CHAPTER
IX). ANY EVENT ADVERSELY AFFECTING THE MARKETS FOR AUTOMOBILES, COMMERCIAL VEHICLES OR AGRICULTURAL
AND CONSTRUCTION EQUIPMENT - SUCH AS AN ECONOMIC DOWNTURN IN A KEY MARKET OR IN A KEY MERCHANDISE
SECTOR, AN INCREASE IN ENERGY PRICES, FLUCTUATIONS IN THE PRICES OF RAW MATERIALS - OR ADVERSE SHIFTS IN
SECTOR-SPECIFIC FACTORS SUCH AS WEATHER, REAL ESTATE MARKET, GOVERNMENT POLICIES, ETC., COULD
NEGATIVELY AFFECT THE ACTIVITIES AND OPERATING AND FINANCIAL RESULTS OF THE GROUP.
THE FINANCING SERVICES BUSINESS ENTAILS RISKS RELATED TO FLUCTUATIONS IN INTEREST RATES AND THE RATE OF
INFLATION, THE SOLVENCY OF DEALERS AND CUSTOMERS, AND THE GENERAL ECONOMIC CONDITIONS EXISTING IN THE
COUNTRIES WHERE THE BUSINESSES ARE CARRIED OUT.
RISKS CONNECTED TO THE HIGH COMPETITIVENESS OF THE AUTOMOTIVE MARKET
AT JUNE 30, 2005 AUTOMOTIVE OPERATIONS REPRESENT APPROXIMATELY 90% OF NET SALES AND TOTAL ASSETS OF
THE GROUP’S BALANCE SHEET. THIS MARKET IS HIGHLY COMPETITIVE IN TERMS OF PRODUCT QUALITY, INNOVATION,
ECONOMIC CONDITIONS, FUEL ECONOMY, RELIABILITY, SAFETY AND CUSTOMER SERVICE. IN THE AUTOMOBILE
MANUFACTURING AND DISTRIBUTION SECTOR, THE GROUP COMPETES IN EUROPE AND LATIN AMERICA WITH OTHER
INTERNATIONALLY PROMINENT GROUPS. IN THE OTHER SECTORS, THE FIAT GROUP HAS TO COMPETE ALSO WITH LOCAL
MANUFACTURERS IN EUROPE, NORTH AMERICA, AND LATIN AMERICA.
MANUFACTURING CAPACITY IN THE GLOBAL AUTOMOTIVE INDUSTRY EXCEEDS CURRENT DEMAND. THIS OVERCAPACITY,
COMBINED WITH ALREADY INTENSE COMPETITION IN THE AUTOMOTIVE INDUSTRY AND PERSISTENT WEAKNESS IN THE
16

GLOBAL ECONOMY, MAY INTENSIFY PRICING PRESSURES AND CONSEQUENTLY REDUCE REVENUES AND PROFITABILITY OF
THE GROUP.
THE GROUP’S ABILITY TO MAINTAIN OR IMPROVE THE QUALITY OF ITS PRODUCTS, INCREASE MARKET SHARE AND
IMPROVE PROFITABILITY IN THE FACE OF STRONG COMPETITIVE PRICING PRESSURES WILL BE FUNDAMENTAL TO ITS
FUTURE SUCCESS.
MARKET RISKS
THE GROUP’S ABILITY TO MAINTAIN AND IMPROVE ITS POSITION WITHIN MARKET SEGMENTS IN WHICH IT CURRENTLY
OPERATES AND/OR EXPAND INTO NEW MARKETS THROUGH THE DEVELOPMENT OF INNOVATIVE HIGH QUALITY PRODUCTS
WILL HAVE A SIGNIFICANT IMPACT ON ITS FUTURE PERFORMANCE. FAILURE TO DEVELOP AND OFFER PRODUCTS THAT
COMPARE FAVORABLY TO THOSE OF COMPETITORS IN TERMS OF PRICE, QUALITY, FUNCTIONALITY OR OTHERWISE, OR
POTENTIAL DELAYS IN BRINGING TO MARKET NEW VEHICLES THAT ARE STRATEGIC FOR THE GROUP’S BUSINESS MAY
RESULT IN LOWER MARKET SHARE IN THE AUTOMOBILE MARKET AND MAY HAVE A SUBSTANTIAL ADVERSE EFFECT ON THE
GROUP’S OPERATING AND FINANCIAL RESULTS.
RISKS CONNECTED TO FIAT’S OPERATIONS IN INTERNATIONAL MARKETS
THE FIAT GROUP OPERATES ON THE MARKETS OF NUMEROUS COUNTRIES AND FOR THIS REASON IT IS EXPOSED TO
MULTIPLE RISKS CONNECTED WITH, AMONG OTHER THINGS, LOCAL ECONOMIC AND POLITICAL CONDITIONS, STATUTORY
CHANGES LIMITING FOREIGN INVESTMENTS AND/OR COMMERCIAL TRADE, OR THE INTRODUCTION OF TAXES ON PAYMENTS
BY THE FOREIGN SUBSIDIARIES OR ASSOCIATED COMPANIES TO THE PARENT COMPANY. THE OCCURRENCE OF SUCH
EVENTS, WHOSE EFFECTS VARY ACCORDING TO THE INDIVIDUAL COUNTRIES WHERE THE FIAT GROUP OPERATES, COULD
HAVE A NEGATIVE EFFECT ON THE OPERATING AND FINANCIAL RESULTS OF THE GROUP.
RISKS CONNECTED TO THE PRESENCE OF THE GROUP IN EMERGING MARKETS
THE FIAT GROUP OPERATES IN A NUMBER OF EMERGING MARKET COUNTRIES, MAINLY IN BRAZIL. IT IS ALSO ACTIVE IN
TURKEY AND CHINA BY MEANS OF JOINT VENTURES. THE BRAZILIAN OPERATIONS, OF WHICH 60% ARE AUTOMOBILE
OPERATIONS AND 20% AGRICULTURAL AND CONSTRUCTION EQUIPMENT OPERATIONS, ACCOUNTED FOR APPROXIMATELY
7% OF GROUP REVENUES IN 2004. AS A RESULT, ECONOMIC AND POLITICAL DEVELOPMENTS IN THESE COUNTRIES,
INCLUDING FUTURE ECONOMIC CRISES AND POLITICAL INSTABILITY, COULD HAVE AN ADVERSE EFFECT ON THE BUSINESS
AND OPERATING AND FINANCIAL RESULTS OF THE FIAT GROUP.
RISKS CONNECTED TO FLUCTUATIONS IN EXCHANGE AND INTEREST RATES
THE FIAT GROUP, WHICH OPERATES ON VARIOUS MARKETS WORLDWIDE, IS NATURALLY EXPOSED TO MARKET RISKS
STEMMING FROM FLUCTUATIONS IN EXCHANGE AND INTEREST RATES. ITS EXPOSURE TO EXCHANGE RATE RISKS IS
CONNECTED MAINLY WITH THE DIFFERENT REGIONAL DISTRIBUTION OF ITS MANUFACTURING AND SALES ACTIVITIES,
WHICH RESULT IN IT HAVING EXPORT FLOWS DENOMINATED IN CURRENCIES OTHER THAN THOSE OF THE PRODUCTION
AREA. IN PARTICULAR, THE GROUP IS MAINLY EXPOSED TO NET EXPORTS FROM THE EUROZONE TO OTHER CURRENCY
AREAS (PRINCIPALLY THE U.S. DOLLAR AND THE BRITISH POUND) AND TO EXPORTS FROM POLAND TO THE EUROZONE.
THE FIAT GROUP USES VARIOUS FORMS OF FINANCING TO COVER THE BORROWING REQUIREMENTS OF ITS INDUSTRIAL
ACTIVITIES AND FINANCING OFFERED TO CUSTOMERS AND DEALERS. CHANGES IN INTEREST RATES CAN INCREASE OR
REDUCE THE COST OF FINANCING OR MARGINS OF THE FINANCIAL SERVICES COMPANIES.
CONSISTENTLY WITH ITS RISK MANAGEMENT POLICIES, THE FIAT GROUP ATTEMPTS TO COPE WITH THE RISKS
ASSOCIATED WITH FLUCTUATIONS IN EXCHANGE AND INTEREST RATES THROUGH RECOURSE TO HEDGING FINANCIAL
INSTRUMENTS. HOWEVER, IN SPITE OF THESE HEDGING TRANSACTIONS, SUDDEN CHANGES IN EXCHANGE AND INTEREST
RATES MIGHT NEGATIVELY AFFECT THE OPERATING AND FINANCIAL RESULTS OF THE GROUP.
RISKS CONNECTED TO GOVERNMENT POLICIES AND APPLICABLE NORMS
GOVERNMENT POLICIES, SUCH AS CHANGES IN TAX POLICY, COULD LEAD TO LOWER DEMAND FOR GROUP PRODUCTS.
CONSEQUENTLY, THESE POLICIES, WHICH CAN BE NEITHER PREDICTED NOR INFLUENCED, MIGHT NEGATIVELY AFFECT
THE OPERATING AND FINANCIAL RESULTS OF THE GROUP.
RISKS CONNECTED TO ENVIRONMENTAL REGULATIONS
FIAT GROUP PRODUCTS AND OPERATIONS ARE SUBJECT TO NUMEROUS LAWS AND REGULATIONS, INCLUDING
ENVIRONMENTAL LAWS, WHICH ARE BECOMING INCREASINGLY STRINGENT IN MANY OF THE COUNTRIES WHERE THE FIAT
GROUP OPERATES. SUCH REGULATIONS GOVERN, AMONG OTHER THINGS, VEHICLE EMISSIONS, FUEL ECONOMY, SAFETY
OF MACHINERY, AND THE LEVEL AND TYPE OF POLLUTANTS PRODUCED BY INDUSTRIAL MANUFACTURING PLANTS. THE
FIAT GROUP EXPENDS SIGNIFICANT RESOURCES TO COMPLY WITH SUCH REGULATIONS, AND EXPECTS TO CONTINUE TO
17

INCUR SUBSTANTIAL COSTS IN THE FUTURE. AT THIS TIME, NO LIABILITIES ARE EXPECTED IN CONNECTION WITH
ENVIRONMENTAL RISKS FOR AMOUNTS EXCEEDING PREVIOUSLY ALLOCATED RESERVES.
RISKS FACTORS ASSOCIATED WITH THE FINANCIAL INSTRUMENTS
OFFER PRICE
THE SHARES ARE BEING OFFERED AT A PRICE OF 10.28 EUROS EACH, WITH NO COST OR CHARGE DUE FROM THE
STOCKHOLDERS ACCEPTING THE OFFER. THIS PRICE IS EQUAL TO THE PRICE PAID BY THE BANKS TO SUBSCRIBE THE
SHARES IN ACCORDANCE WITH ARTICLE 2441, PARAGRAPH SEVEN, OF THE ITALIAN CIVIL CODE AND WAS DETERMINED
AS PER THE MANDATORY CONVERTIBLE FACILITY AGREEMENT. IT CORRESPONDS TO THE ARITHMETICAL AVERAGE
BETWEEN 14.4409 EUROS AND THE WEIGHTED AVERAGE OF THE OFFICIAL PRICES OF FIAT ORDINARY SHARES POSTED
ON THE MERCATO TELEMATICO AZIONARIO DI BORSA ITALIANA S.P.A. (BORSA ITALIANA’S ELECTRONIC EQUITY
MARKET) OVER THE 6 MONTHS PRECEDING THE FIFTH WORKING DAY PRECEDING SEPTEMBER 20, 2005. AT THE TIME OF
PUBLICATION OF THIS PROSPECTUS THE OFFER PRICE IS SIGNIFICANTLY HIGHER THAN THE MARKET PRICE OF THE
SHARES SUBJECT OF THE OFFER (SEE SECTION TWO, PARAGRAPH 5.3).
DILUTIVE EFFECTS
THE CAPITAL INCREASE WILL HAVE A DILUTIVE EFFECT ON THE INTEREST HELD IN THE COMPANY’S CAPITAL STOCK BY
STOCKHOLDERS WHO DO NOT EXERCISE THEIR OPTION RIGHTS, OR EXERCISE THEM ONLY IN PART. FURTHERMORE,
SINCE THE OFFER CALLS FOR FIAT ORDINARY SHARES TO BE OFFERED TO HOLDERS OF FIAT PREFERENCE AND SAVINGS
SHARES AS WELL, THE CAPITAL INCREASE WILL HAVE A DILUTIVE EFFECT ON THE PERCENTAGE INTEREST HELD IN FIAT’S
CAPITAL STOCK BY THE HOLDERS OF FIAT ORDINARY SHARES (SEE SECTION TWO, CHAPTER IX).
THE CAPITAL INCREASE WILL NOT HAVE A DILUTIVE EFFECT ON STOCKHOLDERS’ EQUITY PER SHARE FOR THOSE
STOCKHOLDERS WHO DO NOT EXERCISE, OR EXERCISE ONLY IN PART, THEIR OPTION RIGHTS.
INTERESTS OF THE OFFERING BANKS
THE SHARES INVOLVED IN THE OFFER ARE OWNED BY THE BANKS, WHICH SUBSCRIBED THEM ON SEPTEMBER 20, 2005
PURSUANT TO ARTICLE 2441, PARAGRAPH SEVEN, OF THE ITALIAN CIVIL CODE, WITH THE OBLIGATION, PURSUANT TO ARTICLE
2441, PARAGRAPH SEVEN, OF THE ITALIAN CIVIL CODE, TO OFFER THEM IN OPTION TO SHAREHOLDERS OF THE ISSUER. EACH
BANK HAS ITS OWN SPECIFIC INTEREST IN THE OFFER, INSOFAR AS THE PROCEEDS FROM THE OFFER WILL BE OWED ON A
PER-SHARE BASIS TO EACH BANK, AND EACH BANK WILL ACQUIRE FULL DISPOSITION ON A PER-SHARE BASIS OF THE SHARES
FOR WHICH THE OPTION RIGHT IS NOT EXERCISED.
FURTHERMORE, THE BANKS HAVE, OR IN THE LAST THREE YEARS HAVE HAD SIGNIFICANT RELATIONSHIPS WITH THE FIAT
GROUP (SEE SECTION TWO, PARAGRAPH 7.1) AND MAY HAVE OTHER DIRECT INTERESTS IN THE OFFER, INSOFAR AS SOME OF
THEM OR CERTAIN COMPANIES BELONGING TO THEIR RESPECTIVE GROUPS ARE ISSUERS OF FINANCIAL INSTRUMENTS
(COVERED WARRANTS, CERTIFICATES) CONNECTED WITH THE SHARES OF THE ISSUER (SEE SECTION TWO, PARAGRAPH 3.3).
STOCKHOLDERS DOMICILED ABROAD
THOSE STOCKHOLDERS DOMICILED IN COUNTRIES WHOSE LAWS PROHIBIT ACCEPTANCE OF THE OFFER WITHOUT
AUTHORIZATION BY THE SUPERVISORY AUTHORITY MUST CONSIDER THAT, HAVING ASCERTAINED THE NEGATIVE DIFFERENCE
BETWEEN THE OFFER PRICE AND CURRENT STOCK MARKET QUOTATIONS AND THE CONSEQUENT LACK OF MATERIAL
ECONOMIC INTEREST ON THE PART OF THOSE FIAT STOCKHOLDERS RECIPIENTS OF THE OFFER, BECAUSE THE THEORETICAL
VALUE OF THE SUBSCRIPTION RIGHT IS NIL, THE ISSUER HAS DECIDED NOT TO REQUEST AUTHORIZATION FROM CONSOB FOR
RECOGNITION OF THE PROSPECTUS BY THE CORRESPONDING AUTHORITIES IN FRANCE AND GERMANY, WHERE, IN
CONSEQUENCE OF THE SAME CONSIDERATIONS SET FORTH HEREINABOVE, THE ISSUER HAS DECIDED NOT TO APPLY FOR
LISTING OF THE NEW SHARES AS ENVISAGED IN THE RULES OF THE RESPECTIVE STOCK EXCHANGES (§ 6.902/1 OF THE
RÈGLES DE MARCHÉ D’EURONEXT AND § 69 OF THE BÖRSENZULASSUNGSVERORDNUNG), NOR REQUEST REGISTRATION AT
THE SEC, SINCE FIAT SHARES ARE LISTED IN THE UNITED STATES AS ADRS, NOR REQUEST AUTHORIZATION FROM THE
AUTHORITIES IN ANY OTHER COUNTRY.
18

Section One
I. INFORMATION ABOUT THE PARTIES RESPONSIBLE FOR THIS PROSPECTUS
1.1 Parties responsible for Section One of this Prospectus
Fiat S.p.A., with registered office in Turin, Via Nizza 250, assumes responsibility for Section One of this
Prospectus.
1.2 Certification of Liability
Certifications of liability are provided at the end of this Prospectus.
II. INFORMATION ABOUT EXTERNAL AUDITORS
2.1 External Auditors
The audits of the Company’s annual statutory and consolidated financial statements at December 31, 2002,
December 31, 2003 and December 31, 2004, were performed by the external auditors Deloitte & Touche S.p.A.
(Deloitte & Touche Italia S.p.A. for financial statements at December 31, 2002), with registered office in Milan,
Via Tortona 25. The limited reviews of the Company’s interim financial statements at June 30, 2005 were also
performed by Deloitte & Touche S.p.A.
III. SELECTED OPERATING AND FINANCIAL HIGHLIGHTS
Since Fiat prepares and publishes the consolidated financial statements of the Group, it has been decided to
omit the financial figures of the parent company Fiat S.p.A. as they do not furnish significant additional
information with respect to the consolidated Group figures. This information is, nevertheless, available to the
public at the registered office of the Company in Via Nizza 250, Turin, and may be viewed at the Company’s
website www.fiatgroup.com.
3.1 Selected Operating and Financial Highlights for fiscal 2002, 2003 and 2004
The following tables show the consolidated operating and financial highlights of the Fiat Group, which are based
on the corresponding financial statements that are included and published in the annual reports for the
respective fiscal years, which were prepared in accordance with Italian Accounting Standards. The figures for
fiscal 2004 also include the effects of the restatements carried out to make them compliant with the International
Accounting Standards (IFRS), as published in the quarterly report at March 31, 2005. The Issuer has decided to
omit multipliers as it does not consider them to be particularly significant because, on the one hand, the offer
price is not truly comparable with other market data and, on the other, the Company is an industrial holding
company with a portfolio of operations that is not easily comparable with those of other publicly traded holding
companies.
19

Financial Highlights (in millions of euros)
2002 2003 2004
Italian
Standards
20
Italian
Standards
Italian
Standards
Adjust.
IFRS IFRS
Net revenues 55,649 47,271 46,703 (1,066) 45,637
Operating result (Italian Standards) /
Trading profit /(loss) (IFRS)
(762) (510) 22 28 50
Net result before minority interest (4,263) (1,948) (1,548) (31) (1,579)
Group interest in net result (3,948) (1,900) (1,586) (48) (1,634)
Cash flow
(Net result before minority interest plus depreciation
and amortization)
(1,649) 321 620 172 792
Total assets (1) 84,294 53,835 47,598 14,924 62,522
Net debt 24,594 15,542 13,883 11,540 25,423
Stockholders’ equity before minority interest 8,679 7,494 5,757 (829) 4,928
Group interest in stockholders’ equity 7,641 6,793 5,099 (795) 4,304
(1) With reference to data according to Italian Accounting Standards, net of "Advances on contract work " for 8,227 million euros at
December 31 2002, 8,876 million euros at December 31, 2003, and 9,645 million euros at December 31, 2004.
2002 2003 2004
Number of employees at year end 186,492 162,237 160,549
Highlights per share (in euros) 2002 2003 2004
Number of shares at year end (no./000) 616,425 983,623 983,623
Of which: - Ordinary 433,220 800,418 800,418
- Preference 103,292 103,292 103,292
- Savings 79,913 79,913 79,913
Italian
Standards
Italian
Standards
Italian
Standards
Earnings per share (6.660) (2.412) (1.620)
Stockholders’ equity per share at 12/31 13.489 8.623 5.209
Main operating and financial indexes
2002 2003 2004
Italian
Standards
Italian
Standards
Italian
Standards
Operating result / Net revenues (R.O.S.) (1.4%) (1.1%) -
Net result before minority interest / Net revenues (7.7%) (4.1%) (3.3%)
Net result / Group interest in average stockholders’ equity (R.O.E.) (39.9%) (26.3%) (26.7%)
Investments (Fixed assets) / Depreciation 1.37 1.15 1.25
Net debt / Stockholders’ equity before minority interest (1) 2.834 2.074 2.411
Net debt of Industrial Activities / Stockholders’ equity before minority interest
0.854 0.679 1.026
(1) Information on the segmented representation of industrial activities is provided in Section One, Chapter X, Paragraph 10.1

3.2 Selected infra-annual operating highlights
3.2.1 Selected operating highlights for the first half of 2005 compared with results of the same period
in 2004 and selected financial highlights at June 30, 2005 compared with results at December 31,
2004.
The following table shows the Fiat Group operating highlights for the first half of 2005 compared with those
reported in the same period of 2004, prepared in accordance with IFRS.
Operating highlights (in millions of euros)
The following table shows the Fiat Group financial highlights at June 30, 2005 compared with those reported at
December 31, 2004, prepared in accordance with IFRS.
The following table shows the main operating and financial indexes of the Fiat Group for the first half of 2005,
compared with the same period of 2004, prepared in accordance with IFRS.
21
1 st half 2004
(IFRS)
1 st half 2005
(IFRS)
Net revenues 23,033 22,807
Trading profit 205 407
Operating result 125 1,445
Net result before minority interest (638) 510
Group interest in net result (680) 475
Cash flow (Net result before minority interest plus depreciation and amortization) 540 1,797
Earnings per share (in euros) (1) (0.695) 0.485
Diluted earnings per share (in euros) (1) (0.695) 0.456
(1) The calculation of diluted earnings per share for the first half of 2005 takes into account the potential effects of the conversion of the
Mandatory Convertible Facility at that date.
In accordance with IAS 33, the dilutive effects of this facility have not been taken into consideration in the calculation of earnings per share
for the first half of 2004 as there was a loss for the period.
Financial highlights (in millions of euros)
12.31.2004
(IFRS)
06.30.2005
(IFRS)
Total assets 62,522 64,195
- of which: Non current assets 22,228 21,886
Net debt 25,423 23,724
Stockholders’ equity before minority interest 4,928 6,124
Group interest in stockholders’ equity 4,304 5,460
Main operating and financial indexes
1 st half
2004
(IFRS)
1 st half
2005
(IFRS)
Trading profit / Net revenues (R.O.S.) 0.890% 1.785%
Net result before minority interest / Net revenues -2.770% 2.236%
Net result / Group interest in average stockholders’ equity (R.O.E.) N.A. 9.730%
Investments / Depreciation (Fixed assets net of vehicles sold under buy-back commitments) 0.805 0.738
Net debt / Stockholders’ equity before minority interest (1) 5.159 3.874
Net debt of Industrial Activities / Stockholders’ equity before minority interest
(1) at December 31, 2004 and at June 30, 2005.
1.917 1.496
Information on the segmented representation of industrial activities is provided in Section One, Chapter X, Paragraph 10.1

3.2.2 Selected operating highlights for the third quarter of 2005 compared with results of the same
period in 2004 and selected financial highlights at September 30, 2005 compared with results at
December 31, 2004.
The following table shows the Fiat Group operating highlights for the third quarter of 2005 compared with those
reported in the corresponding period of 2004, prepared in accordance with IFRS.
Operating highlights (in millions of euros)
22
3 rd quarter
2004
(IFRS)
3 rd quarter
2005
(IFRS)
Net revenues 10,386 10,597
Trading profit (30) 232
Operating result (122) 409
Net result before minority interest (380) 826
Group interest in net result (404) 818
Cash flow (Net result before minority interest plus depreciation and amortization) 193 1,525
Earnings per share (in euros) (1) (0.412) 0.796
Diluted earnings per share (in euros) (1) (0.412) 0.796
(1) In accordance with IAS 33, the dilutive effects of the Mandatory Convertible facility have not been taken into consideration in the
calculation of earnings per share for the third quarter of 2004 as there was a loss for the period.
The following table shows the Fiat Group financial highlights at September 30, 2005 compared with those
reported at December 31, 2004, prepared in accordance with IFRS.
Financial highlights (in millions of euros)
12.31.2004
(IFRS)
09.30.2005
(IFRS)
Total assets 62,522 60,536
- of which: Non current assets 22,228 21,753
Net debt 25,423 19,105
Stockholders’ equity before minority interest 4,928 9,277
Group interest in stockholders’ equity 4,304 8,608
The following table shows the main operating and financial indexes of the Fiat Group for the third quarter of
2005, compared with the corresponding period of 2004, prepared in accordance with IFRS.
Main operating and financial indexes
3 rd quarter
2004
(IFRS)
3 rd quarter
2005
(IFRS)
Trading profit / Net revenues (R.O.S.) -0.289% 2.189%
Net result before minority interest / Net revenues -3.659% 7.795%
Investments / Depreciation (Fixed assets net of vehicles sold under buy-back commitments) 0.714 1.117
Net debt / Stockholders’ equity before minority interest (1) 5.159 2.060
Net debt of Industrial Activities / Stockholders’ equity before minority interest 1.917 0.502
(1) at December 31, 2004 and at September 30, 2005.
Information on the segmented representation of industrial activities is provided in Section One, Chapter X, Paragraph 10.1.
IV. RISK FACTORS
The information on the significant risk factors affecting the Issuer is found in the Section “Factor Risks”, to which
the reader is referred.

V. INFORMATION ABOUT THE ISSUER
5.1 History and evolution of the Issuer
The name of the Issuer is Fiat S.p.A. The Issuer is a società per azioni, or joint-stock company, organized under
the laws of the Republic of Italy and entered in the Turin Company Register with the number 00469580013. Its
registered office and corporate domicile are in Turin, via Nizza 250 (telephone no. 011-0061111). Fiat was
established in Turin on March 8, 1906 and has a duration expiring on December 31, 2100.
Fiat was one of the founders of the European automotive industry. Right from its inception, the company
followed a two-pronged strategy of growth that defined its subsequent evolution: penetration of foreign markets
and focus on innovation, which was expressed in the technological quality of its products and the adoption of
cutting-edge industrial and organizational systems. However, in more than one century’s activity Fiat has meant
much more than cars alone. The company had an original approach to car making, with a commitment to all
forms of mobility for people and goods: from cars to trucks, tractors, marine engines, aircraft engines, and,
more recently, space launch systems.
Starting in 2003, the Group redefined its business scope. As part of this process, it refocused on its core
automotive business. Today, Group’s activities are represented by the following business areas: Automobiles,
Agricultural and Construction Equipment, Commercial Vehicles, Components and Production Systems and
Other Businesses. Additional information about areas and sectors in which the Fiat Group operates is present in
Section One, Chapter VI, Paragraph 6.1.
5.2 Investments
Investments carried out
The following table shows the amount of investments in property, plant and equipment and in intangible fixed
assets carried out by the Group in its business areas during the first half of 2005, first half of 2004, and entire
fiscal 2004. All the data are calculated in accordance with IFRS.
Investments by area of business
(net of vehicles sold by Iveco under buyback
commitments)
(in millions of euros)
First Half 2005 First Half 2004 Fiscal 2004
Tangible
Assets
Intangible
Assets
23
Tangible
Assets
Intangible
Assets
Tangible
Assets
Intangible
Assets
Automobiles
Agricultural and Construction
435 243 499 323 1,343 643
Equipment
71 17 77 17 210 33
Commercial Vehicles 63 100 43 71 149 181
Components and Production Systems 91 47 65 48 246 101
Other Businesses and Eliminations 16 7 -22 11 -14 23
TOTAL
676 414 662 470 1,934 981
For information regarding investments carried out in fiscal 2004 and in the two previous fiscal years, reference
should be made to the data provided in the relevant consolidated financial statements.
As for the first half of 2005, investments in tangible assets include for 182 million euros (292 million euros in
2004, 137 million euros of which in the first half) vehicles manufactured by the Fiat Group and sold under long
term leasing agreements to customers. The remainder, for an amount of approximately 500 million euros, were
aimed mainly at the production of new models (Fiat Croma, Grande Punto, Alfa Romeo 159 accounted for the
most significant investments).
Investments in intangible assets were almost all entirely represented by developing costs for new models, of
which approximately 60% related to the Automobile Sector and approximately 25% to the Commercial Vehicles
Sector. The range of Agricultural and Construction Equipment product range was renewed more recently.

In the third quarter of 2005 Group investments in tangible and intangible assets totaled 642 million euros (488
million euros in the same period of 2004).
Investments underway or scheduled for the near future
The main investment initiatives that are currently being implemented (mainly concentrated in Italy) are listed
below, broken down by business area and main products:
• Automobiles: completion of the SUV 4x4 (launch scheduled for February 2006), development of the D200
(in Brazil and, in joint venture, in Turkey), and a segment C model that will replace the Stilo. In the field of
commercial vehicles, the Sector will develop in joint venture the new Scudo, the new Ducato and the
Minicargo, a new light commercial vehicle. In the field of engines (Powertrain Technologies), a new Fire 1.4liter
16-valve gasoline turbo engine and a new 1.6-liter 4-cylinder diesel engine are being developed, in
addition to a new 6 gear-transmission for commercial vehicles.
• Agricultural and Construction Equipment: implementation of the Tier-3 regulation, completion of the All-
Purpose-Heavy tractor range, upgrade of the Crash Crop High tractor range with more than 200 hp,
improvement of the grape harvester range.
• Commercial Vehicles: revamping of the light-vehicle range, streamlining and unification of the urban,
suburban and tourist bus ranges. Implementation of the Euro 4 and Euro 5 regulations, development of a
new Cursor engine.
• Components: manufacturing by Magneti Marelli of suspension crossbars for a new Peugeot model, of the
infrared headlamp system for the Mercedes S-Class (first world application), of a new generation of
telematic systems (Fiat Auto, PSA), strengthening of the industrial presence for the start-up of new orders in
Poland (shock absorbers), Turkey and Mexico (Lighting).
• Other Businesses: replacement of the web offset presses for the “La Stampa” daily.
Investments scheduled for the near future coincide to a large extent with those for the initiatives mentioned
above.
Investments and R&D activities scheduled for the 2005-2008 period totals approximately 18 billion euros, 10
billion euros of which earmarked for the relaunch of Fiat Auto, as illustrated to the Institutional Authorities and
Trade Unions (see Section One, Chapter XII). The documentation presented on said occasion is available on
the www.fiatgroup.com website. Information on financial coverage is found in Section One, Chapter X,
Paragraph 10.5 to which the reader is referred.
In the 2002-2004 period (figures under Italian Accounting Standards) investments amounted to 8.1 billion euros
(1.6 billion euros earmarked for long-term leasing), while research and development outlays amounted to 5.3
billion euros. During the same period, the investments and R&D outlays of Fiat Auto amounted to 3.5 billion
euros and 2.8 billion euros, respectively.
VI. DESCRIPTION OF ACTIVITIES
6.1 Principal activities
The Fiat Group performs its industrial and services operations in the automotive sector in more than 190
countries around the globe. At the date of this Prospectus, the structure of the Fiat Group is the one described
below, which is the result of the strategy to refocus on the automotive business started by the Group in 2003:
• Automobiles. The Group’s automobile operations are managed primarily by its Automobiles Sector. The
Sector markets automobiles under the Fiat, Lancia and Alfa Romeo brands and light commercial vehicles
under the Fiat brand. The Automobiles Sector provides financing services to its dealers and suppliers and
offers motorists a comprehensive line of mobility services.
Ferrari and Maserati are also part of the Fiat Group. They produce luxury sports cars that excel for their
exclusive characteristics, technology and performance.
Fiat Powertrain Technologies established in the first half of 2005, controls automobile powertrain
operations. The powertrain operations of Iveco, Magneti Marelli and the research activities will
subsequently be transferred to Fiat Powertrain Technologies.
24

• Agricultural and Construction Equipment. This Sector, which is led by CNH Global N.V., is active in the
field of tractors and agricultural equipment through the Case IH, New Holland and Steyr brands and in the
construction equipment business through the Case, New Holland, New Holland Construction and Kobelco
brands. The Sector’s financial services provide support to end customers and to its dealers.
• Commercial Vehicles. Iveco S.p.A. is the lead company of the Commercial Vehicles Sector. This Sector
designs, produces and sells complete lines of commercial vehicles (Iveco and Seddon Atkinson brands),
busses (Iveco and Irisbus brands), firefighting vehicles (Camiva, Iveco and Magirus brands). The Sector
provides a full range of financial services.
• Components and Production Systems
- Components. The Sector, headed by Magneti Marelli Holding S.p.A., designs, produces and sells:
automotive modules and components for lighting systems, exhaust systems, suspensions and shock
absorbers, engine control units, and electronic systems.
- Metallurgical Products. The Sector, headed by Teksid S.p.A., designs, produces and sells: engine
blocks, cylinder heads and other components for cast-iron engines; cast-iron components for
transmissions, gearboxes and suspensions; and magnesium bodywork components.
- Production Systems. The Sector, headed by Comau S.p.A., produces: industrial automation systems
for the automotive industry in the areas of product and process engineering, logistics and management,
manufacturing, installation, production startup and maintenance.
• Other Businesses
Other Businesses include: (i) the Services Sector, headed by Business Solutions S.p.A., that provides,
mainly within the Group, services in the areas of personnel administration, facility management,
administrative and corporate finance consulting, information and communication technology, purchasing,
and e-procurement; (ii) the Publishing and Communications Sector, headed by Itedi S.p.A., which includes
publication of the La Stampa newspaper, and sale of advertising space for multimedia customers through
Publikompass; and (iii) Holding Companies and Other Companies, with the remaining activities and equity
investments of the Group.
6.2 Principal markets
Following is a breakdown of net revenues from sales and services by business area for fiscal 2002, 2003 and
2004, calculated in conformity with Italian Accounting Standards:
Italian Accounting Standards
Net revenues by Business area (in millions of euros) 2002 2003 2004
Automobiles (Fiat Auto, Ferrari - Maserati) 23,355 21,271 22,051
Agricultural and Construction Equipment (CNH) 10,513 9,418 9,796
Commercial Vehicles (Iveco) 9,136 8,440 9,292
Components and Production Systems (M. Marelli, Teksid, Comau) 7,147 6,343 6,431
Other Businesses (Services, Publishing and Communications,
Holding Companies and Other Companies) 3,056 2,878 2,555
Aviation (FiatAvio) (*) 1,534 625 -
Insurance (Toro Assicurazioni) (**) 4,916 1,654 -
Eliminations (4,008) (3,358) (3,422)
Total 55,649 47,271 46,703
(*) Data for the Aviation Sector are shown until the date of its sale (July 1, 2003)
(**) Data for the Insurance Sector are shown until the date of its sale (May 2, 2003)
Following is a breakdown of net revenues (calculated in conformity with Italian Accounting Standards), by
geographical region for fiscal 2002, 2003 and 2004:
25

Italian Accounting Standards
Net revenues by area of destination (in millions of euros) 2002 2003 2004
Italy 20,120 16,381 15,618
Europe (excluding Italy) 21,072 18,884 18,180
North America 7,411 5,920 5,857
Mercosur 3,268 2,595 3,196
Other regions 3,778 3,491 3,852
Total 55,649 47,271 46,703
Following is a breakdown by business area of revenues from sales and services in the first half of 2005,
calculated in accordance with IFRS, and compared with the same period of 2004 and full 2004 fiscal year:
Net revenues by Business area (in millions of euros)
Following is a breakdown by business area of revenues from sales and services in the third quarter of 2005,
calculated in accordance with IFRS, and compared with the corresponding period of 2004:
A breakdown of revenues by geographical area at June 30 and September 30, 2005 is not available.
6.3 Extraordinary events that had an impact on the activities of the Issuer and/or the markets in which
it operates
The Issuer specifies that the information provided in Paragraphs 6.1 and 6.2 of this Chapter VI were not
affected by extraordinary events.
26
1 st half
2004
IFRS
2004
1 st half
2005
Automobiles (Fiat Auto, Maserati, Ferrari and Fiat Powertrain Technologies) 10,719 21,208 10,609
Agricultural and Construction Equipment (CNH) 5,165 9,983 5,172
Commercial Vehicles (Iveco) 4,504 9,047 4,667
Components and Production Systems (M. Marelli, Teksid, Comau) 3,213 6,416 3,186
Other Businesses (Services, Publishing and Communications,
Holding Companies and Other Companies)
1,001 2,003 787
Eliminations (1,569) (3,020) (1,614)
Total 23,033 45,637 22,807
Net revenues by Business area (in millions of euros)
IFRS
3 rd quarter 2004 3 rd quarter 2005
Automobiles (Fiat Auto, Maserati, Ferrari and Fiat Powertrain Technologies) 4,635 4,882
Agricultural and Construction Equipment (CNH) 2,457 2,456
Commercial Vehicles (Iveco) 2,023 2,055
Components and Production Systems (M. Marelli, Teksid, Comau) 1,528 1,597
Other Businesses (Services, Publishing and Communications,
Holding Companies and Other Companies)
517 392
Eliminations (774) (785)
Total 10,386 10,597

6.4 Dependency on Industrial Property Rights
In its capacity as parent company, the activity of Fiat S.p.A. does not depend to a significant extent on patents,
licenses, or other industrial agreements.
Various Group companies are heavily involved in research and development activities in innovative sectors that
require patent protection. In this context, research plays a major role in Group strategies and development
plans and is supported by the highly innovative and interdisciplinary activities undertaken by the Centro
Ricerche Fiat (Fiat Research Center - “C.R.F.”) and Elasis.
Nonetheless, Fiat Group business and profitability do not significantly depend on the use of patents, licenses,
industrial, commercial, or financial agreements, or on manufacturing procedures.
6.5 Information about the competitive position of the Issuer in regard to the markets in which it
operates
The market in which Fiat operates is highly competitive in terms of product quality, innovation, economic
conditions, fuel economy, reliability, safety and customer service.
In the automobile manufacturing and distribution sector, the Group competes in Europe and Latin America with
other internationally prominent groups. In the other sectors, the Fiat Group has to compete also with local
manufacturers in Europe, North America, and Latin America.
Additional information on the competitive position of the Business areas and Sectors of the Group are available
in the report on operations included in the Annual Report.
VII. ORGANIZATIONAL STRUCTURE
7.1 Description of the Fiat Group
The Issuer is the industrial holding company Fiat S.p.A., parent company of the Fiat Group. The chart below
provides an overview of the current structure of the Group.
FIAT AUTO
100%
MAGNETI
MARELLI
100%
FERRARI
56%
TEKSID
80,5%
MASERATI
100%
CENTRO
RICERCHE FIAT
100%
FIAT
S.P.A.
COMAU
100%
27
CNH
84%
ELASIS
100%
IVECO
100%
ITEDI
100%
FIAT POWERTRAIN
TECHNOLOGIES
100%
BUSINESS
SOLUTIONS
100%

7.2 Structure of the Fiat Group
The Fiat Group is divided into business areas and operating Sectors (Section One, Chapter VI, Paragraph 6.1).
The Group also includes companies that, because of their specialized nature, are able to provide administrative,
training, and other support services to the operating units in such a way as to allow them to pursue continuous
improvements in quality and economies of scale.
Transactions between Group companies, whether they result from vertical manufacturing integration or from the
provision of services, are carried out at competitive terms, considering the quality of the goods or services
involved.
The following table shows the main subsidiaries of the Issuer. As a rule, these subsidiaries are subject to
direction and coordination activities performed by the Issuer pursuant to Article 2497 and following articles of
the Italian Civil Code. This activity consists in indicating the general strategic and operating guidelines of the
Group and takes concrete form in the definition and updating of the corporate governance and internal control
model, issuance of a Code of Conduct adopted at the Group level, and elaboration of the general policies for
the management of human and financial resources, purchasing of factors of production, and communication.
Furthermore, coordination of the Group envisages centralized management, through dedicated companies, of
cash management, corporate and administrative, internal audit, and training services.
Subsidiary Registered Office Capital Stock
VIII. PROPERTY, PLANT AND EQUIPMENT
% of Group
consolidation
% interest
held
Fiat Auto S.p.A. Turin, Italy € 2,500,000,000 100 100 100
8.1 Fixed Assets
Property, plant and equipment booked as assets in the consolidated financial statements amounted to
approximately 11.4 billion euros at September 30, 2005 (10.1 billion euros at December 31, 2004). These
amounts include vehicles sold under long-term leasing for approximately 700 million euros and those sold by
Iveco under buy-back commitments for approximately 1.1 billion euros.
The remainder is represented mainly by manufacturing sites (industrial facilities, plants and equipment).
The following table summarizes manufacturing plants and R&D centers by geographical area at December 31,
2004:
(number) Manufacturing plants R&D centers
Italy 54 52
Europe excluding Italy 56 33
North America 28 17
Mercosur 19 10
Rest of the world 23 9
Total 180 121
28
% of
voting
rights
CNH Global NV Amsterdam, Netherlands € 320,415,989 84.26 84.28 (*) 84.263
Iveco S.p.A. Turin, Italy € 858,400,000 100 100 100
Ferrari S.p.A. Modena, Italy € 20,000,000 56 56 56
Maserati S.p.A. Modena, Italy € 40,000,000 100 100 100
Magneti Marelli Holding S.p.A. Corbetta, Italy € 254,324,998 99.99 99.99 100
Comau S.p.A. Grugliasco, Italy € 140,000,000 100 100 100
Fiat Powertrain Technologies S.p.A. Orbassano, Italy € 5,120,000 100 100 100
Teksid S.p.A. Turin, Italy € 113,624,939 80.48 80.48 80.48
Business Solutions S.p.A. Turin, Italy € 10,000,000 100 100 100
Itedi S.p.A. Turin, Italy € 5,980,000 100 100 100
(*) of which 0.109 are treasury stock

8.2 Environment
During 2004 and the first half of 2005, the Sectors of the Fiat Group launched products on the market that were
characterized by a further reduction in the environmental impact in terms of lower fuel consumption and
emissions and improved efficiency. Corresponding improvements were made in manufacturing processes. For
both products and processes, these achievements stem from the kind of innovation that can only be made
possible by continuing research, and the dedication of all the people involved. The Group’s research work is
spearheaded by the CRF, Elasis and the Center for the Study of Transportation Systems, that work in
partnership with public and private organizations as well as with the R&D teams at each of the Group’s
companies.
Further information is contained in the Sustainability Report that the Issuer published together with the 2004
Annual Report and that illustrates the most important initiatives in the areas of social, economic and
environmental responsibility, as well as major achievements in 2004.
IX. REVIEW OF THE OPERATING AND FINANCIAL PERFORMANCE
9.1 Financial Review
The main transactions occurred in fiscal 2002, 2003 and 2004 which affected the scope of operations or which
had a material impact on the results and financial position are described in-depth in the relevant Consolidated
Financial Statements of the Fiat Group.
In order to allow comparison of data with reference to the first half of 2005, the following transactions are worth
mentioning:
• In February 2004, 70% of Fiat Engineering S.p.A. was sold, and the company was therefore
deconsolidated as of the beginning of the year. Fiat holds put and call options and bank guarantees on the
remaining 30%, in consequence of which the sale was considered to have been completed in 2004, in
accordance with IFRS. Thus, a total gain of 81 million euros has been posted for the first half of 2004 (net
of the expenses connected with the transaction). During 2005, the put option was fully exercised.
• In September 2004, Magneti Marelli sold 100% of the activities of Midas (a provider of automotive repair
and maintenance services) in Europe and Latin America. These activities were deconsolidated effective
September 30, 2004.
• As part of the agreement for the sale of the European activities of Fiat Auto Holdings in the field of retail
consumer financing for automobile purchases to Fidis Retail Italia S.p.A., sale of the equity investment in
the financial company active in the United Kingdom to Fidis Retail Italia S.p.A. was completed in the fourth
quarter of 2004.
• In the first quarter of 2005, Magneti Marelli increased its equity investment and thus acquired control of the
automotive lighting manufacturer Mako Elektrik Sanayi Ve Ticaret A.S. from the Turkish group Koç. The
company, previously accounted for by using the equity method, was consolidated line by line effective
January 1, 2005.
• In the first months of 2005, a controlling interest of the temporary employment agency WorkNet was sold.
This activity was deconsolidated effective January 1, 2005.
• On June 1, 2005, Iveco sold to Barclays Asset and Sales Finance a 51% stake of Iveco Finance Holdings
Ltd, which comprised certain financial services companies of Iveco operating in France, Germany, Italy,
Switzerland and the United Kingdom. As of that date, Iveco Finance Holdings was deconsolidated and
accounted for by using the equity method.
• The operations that had previously been transferred to the Fiat-GM Powertrain joint venture were
consolidated in Fiat Powertrain Technologies (Automobiles business area) as of May 2005. Fiat re-acquired
full control of these operations upon termination of the Master Agreement with General Motors, with the
sole exception of the Polish operations that continue to be jointly managed with General Motors.
Fiat Group revenues totaled 22.807 million euros in the first half of 2005, 1% less than in the same period of
2004. The downturn was caused mainly by lower sales at Fiat Auto (declining in the first quarter and recovering
in the second quarter of 2005). The increase in revenues at Iveco partially compensated for this reduction.
29

The trading profit for the period (407 million euros) almost doubled with respect to the 205 million euros
reported in the first half of 2004. The Automobiles business area reported an improvement of 200 million euros,
and reduced its trading loss to 225 million euros thanks to the restructuring operations implemented and that
are still underway. The improvements at CNH and Iveco were offset by the decrease posted in the Components
and Production Systems business area.
Unusual income, net of unusual expenses, amounted to 1,038 million euros and included the gain on the
transaction following the termination of the Master Agreement for an amount of 1,134 million euros.
Net financial expenses in the first half of 2005 totaled 436 million euros, 184 million euros less than the
corresponding figure for the first half of 2004, which reflected 150 million euros in expenses generated by the
closing of the equity swap agreement on General Motors shares.
Consolidated net income before minority interests in the first half of 2005 was 510 million euros, as against a
loss of 638 million euros in the same period of 2004.
In addition to the transactions described above, the following transactions that occurred during the first half of
2005 are worth mentioning:
• On February 13, 2005 the Boards of Directors of Fiat and General Motors approved the Termination
Agreement that defined the cancellation of the Master Agreement and the unwinding of the Fiat-GM
Powertrain and GM-Fiat Worldwide Purchasing joint ventures. The agreement envisaged that General
Motors pays to Fiat 1.56 billion euros to terminate the Master Agreement, including cancellation of the put
option and the unwinding of all joint ventures (see Section One, Chapter XXII).
Subsequently, on May 13, 2005, the two companies signed the Separation Agreement pursuant to which
they agreed to dissolve the purchasing and powertrain joint ventures and regain ownership of all assets
they respectively contributed to the joint ventures. On that same date, GM completed the payment to Fiat as
provided in the Termination Agreement.
• On March 21, 2005 Fiat exercised the put option on Electricité de France (“EDF”) relating to the 24.6%
interest held in Italenergia Bis S.p.A., as well as the put option on the 14% interest sold to the three Banks
(Banca Intesa, IMI Investimenti and Capitalia) in 2002. The transaction was concluded on September 9,
2005 (see Section One, Chapter XII).
• In April 2005, the ownership of Maserati, until then wholly owned by Ferrari, was transferred to Fiat
Partecipazioni. The transaction envisaged that Alfa Romeo and Maserati will co-operate closely technically
and commercially particularly in important international markets. Maserati will continue its co-operation with
Ferrari, which has helped re-vitalize the marque, especially in industrial, technical, engine and sales
network terms.
The documentation illustrating the financial review of the Group during the first two quarters of 2005 is available
on the internet at the address www.fiatgroup.com. These data were also presented to the financial community.
9.2 Operating performance
The following table shows the operating performance of the Group in the first half of 2005. All data were
determined on the basis of IFRS.
30

Fiscal 2004 (in millions of euros) 1 st half 2005 1 st half 2004
45,637 Net revenues 22,807 23,033
38,711 Cost of sales 19,420 19,572
4,602 Selling, General & Administrative costs 2,240 2,279
1,349 Research and development 681 691
(925) Other income (expenses) (59) (286)
50 Trading profit 407 205
150 Gain (loss) on the disposal of equity investments 20 91
542 Restructuring costs 82 121
(243) Other unusual income (expenses) 1,100 (50)
(585) Operating result 1,445 125
(1,179) Financial income (expenses) (436) (620)
135 Result of equity investments 25 100
(1,629) Result before taxes 1,034 (395)
(50) Income taxes 524 243
(1,579) Result of continued operations 510 (638)
- Result of discontinued operations - -
(1,579) Net result before minority interest 510 (638)
55 Minority interest in net result 35 42
(1,634) Group interest in net result 475 (680)
Net revenues
Net revenues of the Group, including changes in contract work in progress, totaled 22,807 million euros in the
first six months of 2005. The decrease of 1% with respect to the 23,033 million euros recorded in the first half of
2004 is mainly attributable to the Automobiles business area, Other Businesses and, to a lesser degree, to the
Components and Production Systems business area, and was set off in part by the increase at Iveco.
Revenues by Business area
1 st Fiscal
2004 (in millions of euros) 2005 2004
half
%
change
21,208 Automobiles (Fiat Auto, Maserati, Ferrari and Fiat Powertrain Technologies) 10,609 10,719 -1.0
9,983 Agricultural and Construction Equipment (CNH) 5,172 5,165 0.1
9,047 Commercial Vehicles (Iveco) 4,667 4,504 3.6
6,416 Components and Production Systems (M. Marelli, Teksid, Comau) 3,186 3,213 -0.8
Other Businesses (Services, Publishing, Holding Companies
2,003 and Other Companies) 787 1,001 -21.4
(3,020) Eliminations (1,614) (1,569) n.a.
45,637 Total for the Group 22,807 23,033 -1.0
Automobiles
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 % change
19,696 Fiat Auto 9,630 9,984 -3.5
409 Maserati 296 171 +73.1
1,175 Ferrari 605 591 +2.4
- Fiat Powertrain Technologies 483 - n.a.
(72) Eliminations (405) (27) n.a.
21,208 Total 10,609 10,719 -1.0
31

During the first six months of 2005, revenues of the Automobiles business area totaled 10,609 million euros,
down 1% from the first half of 2004. in particular:
• Fiat Auto closed the first half of 2005 with revenues of 9,630 million euros, down 3.5% (the decrease was
concentrated in the first quarter, while the second quarter saw an increase) from the first six months of 2004,
when revenues amounted to 9,984 million euros. The contraction in volumes was partially set off by the
positive foreign exchange impact in Brazil and Poland and the preference for more profitable sales channels.
During the first six months of 2005, deliveries by Fiat Auto totaled approximately 851,600 units, down 8.4%
with respect to the first half of 2004. In Western Europe, 558,300 units were delivered, down 12.9%. Sales
performance was negatively impacted by the unfavorable trend of the Italian market, intense competition,
and the expected introduction of new models. Sales were down in the principal countries of Europe, with a
9.2% decrease in Italy, a 10.3% decrease in Spain, a 21.5% decrease in Germany, and a 39.8% decrease in
Great Britain. France represented an exception, where deliveries rose by 10%. Fiat Auto had a market
share of 27.7% in Italy in the first half of 2005, compared with 28.3% in the same period of 2004, while its
share was 6.6% in Western Europe, or 1 percentage point less with respect to the same period of 2004.
In an unfavorable market environment, sales in Poland decreased sharply (56.2%). The positive trend of the
Brazilian market enabled Fiat Auto to increase its sales volumes (+13.5%) as well as its market share, which
rose by one percentage point to 24.4%.
• Maserati reported revenues of 296 million euros in the first half of 2005, reflecting a strong increase
(+73.1%) with respect to the first half of 2004. The increase is attributable to higher volumes achieved thanks
to the continuing success of the Quattroporte model and sales of the special MC12 highway model.
• In the first six months of 2005, Ferrari’s revenues reached 605 million euros, up 2.4% with respect to the
first half of 2004. The increase was mainly attributable to the sales of the new F430 model and higher sales
of the 612 Scaglietti. These improvements were partly offset by the negative foreign exchange impact
determined by the trend of the US dollar.
• Fiat Powertrain Technologies, where the businesses of which Fiat regained control in May 2005 after the
termination of the Master Agreement with General Motors were transferred, reported revenues of 483 million
euros. Part of this production is destined to the Automobiles Sector, while 118 million euros represent sales
to third parties.
Agricultural and Construction Equipment
CNH closed the first half of 2005 with revenues of 5,172 million euros, in line with the first half of 2004, even
when the values are restated on a comparable exchange rate basis. The sharp increase in sales of construction
equipment in the Americas set off the decrease in sales of agricultural equipment in the main geographical
areas.
In the agricultural equipment segment sales volumes were 8% lower than those reported in the first half of 2004
due to a sluggish market. Both tractors and combine harvesters sales fell in North America and in Western
Europe, while in Latin America volumes were practically halved. The sole exception was the good performance
in the rest of the world.
In the first half of 2005, sales of construction equipment increased by approximately 7% with respect to the
corresponding period of 2004. The overall increase in demand for light-range equipment enabled the Sector to
record extremely buoyant sales performance in Latin America and positive performances in North America and
in the rest of the world, while sales remained stable in Western Europe. Sales of heavy-range equipment
increased in the Americas thanks to the favorable market environment but decreased in Western Europe.
CNH is intensifying its efforts to achieve as scheduled the expected efficiency and profitability levels, with the
aim of matching the best-in-class.
Commercial Vehicles
Iveco closed the first half of 2005 with revenues of 4,667 million euros, posting a 3.6% increase (+5.2% if
industrial activities alone are considered) with respect to the same period of 2004. The increase in revenues
was essentially the result of higher sales volumes.
32

Moreover, the volumes reflect vehicles billed, while, under the new IFRS, only rental revenues can be reported
for vehicles sold with a buy back commitment, with the rent being equal to the difference between the sale price
and the buy back price, as allocated over the term of the contract. Consequently, sales volumes might not
correlate immediately with revenue volumes.
In the first half of 2005, Iveco delivered a total of 87,500 vehicles, approximately 7,200 of which with buy back
commitments, up 10.4% from the same period of 2004. In Western Europe, approximately 70,000 vehicles were
sold; the 7.3% increase, driven by market expansion, was realized with the contribution of all the main product
lines, except for buses and special vehicles. At the individual country level, major improvements were reported
in Great Britain (+37%), Germany (+16.4%) and Spain (+10.9%). Strong sales were also reported in France
(+5.7%). In contrast, deliveries in Italy (-4.6%) suffered from a weak demand in the mid-range vehicle segment
which was followed by a decrease in light vehicles, only in part offset by improvements in the heavy-vehicle
segment.
In Western Europe, Iveco had a market share of 10.8%, slightly down (-0.1 percentage points) compared to the
first half of 2004, due to the decrease of the market shares in the medium-vehicle segment and, to a lower
extent, in the heavy-vehicle segment, against a growing market share in the light-vehicle segment.
Iveco recorded significant growth rates in Eastern Europe and Latin America with respect to the same period of
2004.
During the first half of 2005, 228,789 engines were produced, in line with the first half of 2004, for an aggregate
value of 1,359 million euros (+10.9%). Approximately 63% of this production output was destined for use in
vehicles manufactured by Sector companies.
Components and Production Systems
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 % change
3,795 Components (Magneti Marelli) 1,996 1,974 +1.1
910 Metallurgical Products (Teksid) 521 466 +11.8
1,711 Production Systems (Comau) 669 773 -13.5
6,416 Total 3,186 3,213 -0.8
The revenues for the Components and Production Systems business area amounted to 3,186 million euros
in the first half of 2005, a slight decrease (-0.8%) with respect to the first half of 2004. In particular:
• With revenues of 1,996 million euros, Magneti Marelli reported an increase of 1.1% with respect to the first
half of 2004, partly as a result of the consolidation of the Mako company effective January 1, 2005. On a
comparable consolidation and foreign exchange rate basis, revenues decreased slightly (-1.4%). The
reduction in sales to Fiat Group companies was partially set off by the strong performance of Telematica
product sales to other customers. Volumes also expanded in Brazil. In the first half of 2005, the powertrain
operations reported revenues of 396 million euros (-6% with respect to the first half of 2004).
• Teksid closed the first half of 2005 with revenues of 521 million euros, up 11.8% with respect to the same
period of the previous year. This result was due to the good performance of the Cast Iron Business Unit
that reported higher volumes (+4%) stemming from sales to non-captive customers in North America and
Brazil, and recovered higher raw material costs through sales prices. The positive foreign exchange effect
also contributed to the increase in revenues recorded by the Sector. The Magnesium Business Unit
reported a 13% contraction in sales volumes, due in particular to the slowdown in demand for SUV’s in
North America.
• Comau reported revenues of 669 million euros in the first half of 2005, down 13.5% with respect to the first
half of 2004. This decrease was in part due to the transfer to the Iveco, Magneti Marelli, and CNH Sectors
of its service activities in Europe. Excluding this effect, the decrease in revenues was due to lower contract
work in North America.
33

Other Businesses
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 % change
976 Services (Business Solutions) 353 508 -30.5
407 Publishing and Communications (Itedi) 203 221 -8.1
620 Holding Companies and Other Companies 231 272 -15.1
2,003 Total 787 1,001 -21.4
Other Businesses reported 787 million euros in revenues during the first half of 2005, down by 21.4% with
respect to the same period in 2004. In particular:
• In the first half of 2005, Business Solutions reported revenues of 353 million euros, a decrease of 30.5%
from the same period of 2004 that was partly due to the change in the scope of consolidation (principally
the sale of the WorkNet temporary employment agency). On a comparable basis, revenues decreased by
approximately 15% due to lower volumes of activity in the Administration area connected with the
redefinition and consequent downsizing of services provided to Group companies.
• Itedi had revenues of 203 million euros during the first half of 2005. The 8.1% decrease from the first half
of 2004 was caused by lower advertising revenues due to the termination of an important concession
agreement, lower daily newspaper sales, and to a more accurate selection of brand stretching initiatives.
Trading profit
The trading profit for the period (407 million euros) almost doubled with respect to the 205 million euros
reported in the first half of last year. The improvement is attributable to sharply lower trading losses at the
Automobiles business area and the positive performance of CNH and Iveco. The trading profit of the
Components and Production Systems business area and that of Other Businesses decreased.
Trading profit by Business area
1 st Fiscal
half
2004 (in millions of euros) 2005 2004 Change
(805) Automobiles (Fiat Auto, Maserati, Ferrari and Fiat Powertrain Technologies) (225) (425) +200
467 Agricultural and Construction Equipment (CNH) 405 366 +39
371 Commercial Vehicles (Iveco) 175 149 +26
166 Components and Production Systems (Magneti Marelli, Teksid, Comau) 79 107 -28
Other Businesses (Services, Publishing, Holding Companies and
(149) Other Companies) and Eliminations (27) 8 -35
50 Total for the Group 407 205 +202
Automobiles
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 Change
(822) Fiat Auto (217) (384) +167
(124) Maserati (53) (58) +5
141 Ferrari 32 17 +15
- Fiat Powertrain Technologies 13 - +13
(805) Total (225) (425) +200
34

The Automobiles business area registered in the first six months of 2005 a trading loss of 225 million euros,
against a trading loss of 425 million euros in the corresponding period in 2004. In particular:
• In the first six months of 2005 Fiat Auto had a trading loss of 217 million euros, representing a sharp
improvement from the loss of 384 million euros reported in the corresponding period of 2004. The result
was positively impacted by significant cost containment, especially on overhead and manufacturing costs,
the streamlining of research and development activities and the preference for highly profitable sales
channels that more than offset the effects of lower sales volumes.
• Maserati posted a trading loss of 53 million euros in the first six months of 2005. The improvement with
respect to the loss of 58 million euros in the same period of 2004 was due to growth in volumes and the
more favorable sales mix, partially offset by the negative foreign exchange effect.
• Ferrari closed the first half of 2005 with a trading profit of 32 million euros, against a profit of 17 million
euros in the same period of 2004. The improvement is mainly attributable to higher sales volumes and
major efficiency gains, which were partially set off by the negative foreign exchange effect.
• Fiat Powertrain Technologies has posted a trading profit of 13 million euros since the beginning of May
2005.
Agricultural and Construction Equipment
CNH closed the first half of 2005 with a trading profit of 405 million euros, compared with a trading profit of 366
million euros in the first half of 2004. The increased sales prices in both the agricultural and construction
equipment segments, production cost efficiency gains and higher sales of construction equipment more than
offset the increase in raw material costs and the contraction in agricultural segment volumes, which was also
penalized by a less favorable product mix. In 2005, the Sector also benefited from a reduction in current health
care costs in North America on an ongoing basis, by which an 83 million euros reversal of previously accrued
reserves was also accounted for in the first half of the year.
Commercial vehicles
In the first six months of 2005, Iveco had a trading profit of 175 million euros, an improvement of 26 million
euros with respect to the corresponding period of 2004. The positive contribution from the increase in volumes
was partly absorbed by increased raw material prices and expenses for the support of sales activities. The
powertrain operations had a trading profit of 45 million euros in the first half of 2005, compared with the 47
million euros posted in the first half of 2004.
Components and Production Systems
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 Change
165 Components (Magneti Marelli) 75 82 -7
(39) Metallurgical Products (Teksid) 19 25 -6
40 Production Systems (Comau) (15) - -15
166 Total 79 107 -28
The Components and Production Systems business area posted a trading profit of 79 million euros in the
first half of 2005, compared to a trading profit of 107 million euros in the first half of 2004. In particular:
• Magneti Marelli reported a trading profit of 75 million euros in the first six months of 2005 down from the
82 million euros of the corresponding period of 2004. Changes in the scope of consolidation had a positive
effect of 4 million euros. On a comparable basis, the decrease was 11 million euros and stemmed from the
unfavorable price/cost ratio due to higher raw material prices, which was partially set off by efficiency gains
realized on production costs. The Powertrain operations generated a trading profit of 10 million euros in
the first half of 2005, down from the profit of 28 million euros posted in the same period of 2004 due to a
less favorable mix and lower sales prices that were only partially recovered through efficiency gains.
• Teksid closed the first half of 2005 with a trading profit of 19 million euros, down from the 25 million euros
reported for the same period of 2004. The decrease is attributable to lower volumes at the Magnesium
35

Business Unit and lower sundry income compared to the first half of 2004. The Sector more than recovered
the increase in raw material prices through its sales prices, and benefited from the positive effect of higher
volumes at the Cast Iron Business Unit.
• Comau reported a trading loss of 15 million euros in the first half of 2005, while it reached break-even in
the same period of 2004. In addition to the reduced scope of operations, the change is the result of strong
competitive pressure on prices and lower profitability resulting from a contract work of the Bodywork
business line.
Other Businesses
Fiscal 1 st half
2004 (in millions of euros) 2005 2004 Change
41 Services (Business Solutions) 8 20 -12
11 Publishing and Communications (Itedi) 12 10 +2
(201) Holding Companies, Other Companies and Eliminations (47) (22) -25
(149) Total (27) 8 -35
Other Businesses reported a trading loss of 27 million euros for the first half of 2005, against a trading profit of
8 million euros in the first half of 2004.
• Business Solutions reduced its trading profit from 20 million euros in the first half of 2004 to 8 million
euros in the first half of 2005, mainly due to the negative impact of lower activity levels in the Administration
area.
• Itedi had a trading profit of 12 million euros in the first half of 2005, an increase of 2 million euros compared
to the same period of 2004, due to the improved margins of brand extension activities and cost cutting
measures which more that offset the negative impact of lower revenues.
• Holding Companies and Other Companies closed the first half of 2005 with a trading loss of 47 million
euros. The change from the trading loss of 22 million euros reported in the first half of 2004 is due to lower
volumes of activities of the High Speed Railway (“Treno Alta Velocità” - TAV) contract and the different mix
of services rendered by these companies to the Group Sectors.
Operating Result
During the first half of 2005, the Operating Result was a positive 1,445 million euros, compared to 125 million
euros in the corresponding period of last year. This significant increase is attributable for 1,150 million euros to
the change in other unusual income (expenses). The operating result also benefited for 202 million euros from
the improvement in trading profit and lower restructuring expenses; these positive effects were however partially
offset by lower gains on the disposal of equity investments.
Other unusual income (expenses) amounted to 1,100 million euros in the first half of 2005, and reflected in
particular the gain on the transaction following the termination of the Master Agreement with General Motors for
an amount of 1,134 million euros (net of correlated costs). The item Other unusual income (expenses) also
includes the gain of 117 million euros realized upon final disposal of real estate properties that had been
securitized in 1998. Unusual expenses include additional costs connected with the process of reorganization
and streamlining of relationships with Group suppliers, launched in 2004, and with Fiat Auto dealers for a total
of 66 million euros. They also include 71 million euros for the indemnity granted to Global Value for unwinding of
the joint-venture with IBM, and 8 million euros in indemnities paid to counterparties in satisfaction of guarantees
envisaged in the contracts of sale of businesses from previous years.
Net gains on the disposal of equity investments, equal to 20 million euros, includes the 23 million euro gain
realized upon sale of Palazzo Grassi S.p.A. The 71 million euro decrease with respect to the same period of
2004 is attributable to the gain of 81 million euros that had been reported, in the first half of 2004, on the sale of
Fiat Engineering S.p.A.
Restructuring expenses, totaling 82 million euros, mainly regarded Fiat Auto, for restructuring of the Fiat-GM
Powertrain activities (the joint-venture unwound at the beginning of May), and the launch of new plans for the
36

eorganization of the Sector’s corporate structures. The decrease from the 121 million euros recorded in the first
half of 2004 is due to the lower costs at CNH.
Net Result
Net financial expenses totaled 436 million euros in the January-June 2005 period, compared with 620 million
euros in the first half of 2004. In the first half of 2004, the unwinding of the equity swap agreement on General
Motors shares resulted in a net loss of about 150 million euros in accordance with IFRS. Excluding this
component, the improvement was due to lower net borrowings by the Group’s industrial companies and a more
efficient composition of borrowings, despite higher borrowing costs stemming from the increase in interest rates
(particularly in the dollar area).
Financial expenses include interest costs on pension and other post employment benefits to employees,
amounting to about 62 million euros in the first half of 2005 (62 million euros in the same period of 2004).
The Group’s Income (loss) before taxes rose from a loss of 395 million euros in the first half of 2004 to an
income of 1,034 million euros in the first half of 2005. The 1,429 million euro improvement is attributable for
1,320 million euros to higher operating income, for 184 million euros to lower net financial expenses, against a
decrease of 75 million euros in the Result of equity investments. In the first half of 2004, this last item
included, among other things, the positive adjustment of 27 million euros for Italenergia Bis S.p.A., an equity
investment that is now reported under Assets held for sale and consequently no longer accounted for by using
the equity method. In addition, 35 million euros in various risks and charges were also posted in the first half of
2005 for an equity investment in China.
In the first half of 2005, Income taxes amounted to 524 million euros and included the reversal of 277 million
euros in deferred tax assets posted at the end of 2004 by Fiat S.p.A., in consequence of the gain on the
termination of the Master Agreement with General Motors. IRAP amounted to 55 million euros. The remaining
192 million euros reflect current and deferred tax charges, referring principally to foreign subsidiaries. In the first
six months of 2004, income taxes amounted to 243 million euros, 67 million euros of which for IRAP.
Net income before minority interest in the first half of 2005 was 510 million euros, against a loss of 638
million euros in the same period of 2004.
Group interest in net income amounted to 475 million euros in the first half of 2005, against a loss of 680
million euros in the same period of 2004.
***
The results for the third quarter of 2005, which are included and analyzed in detail in the Third Quarter 2005
Report, may be summarized as follows:
• Group revenues in the third quarter of 2005 totaled 10.6 billion euros, up 2% over the corresponding
period last year as a consequence of the increase reported in the Automobiles and Components and
Production Systems business areas which offset the decrease of the Other Businesses.
• Group trading profit was 232 million euros in the third quarter, compared with a loss of 30 million euros in
the same period of 2004. The improvement was due to a reduction in trading losses at Fiat Auto combined
with the positive performance of the other industrial Sectors.
• The operating result was a positive 409 million euros compared with a loss of 122 million euros in the
corresponding period of 2004 and reflects increased trading profit as well as the gain realized on the
closing of the Italenergia Bis transaction (878 million euros).
• The result for the quarter also absorbed 420 million euros in restructuring charges and other unusual costs
(284 million euros) connected with the Group’s ongoing reorganization and rationalization processes.
• Consolidated net income was 0.8 billion euros as against a net loss of 0.4 billion euros in the
corresponding period of 2004.
37

X. FINANCIAL RESOURCES
10.1 Short and long term financial resources of the Issuer
At September 30, 2005 consolidated net debt totaled 19,105 million euros, or 6,318 million euros lower than the
25,423 million euros reported at December 31, 2004.
In the first six months of 2005, the net debt of the Group decreased by 1,699 million euros as a result of the
collection both of 1.56 billion euros from General Motors (partially reduced by the effect of the consolidation of
the powertrain operations) and of approximately 2 billion euros in financings previously extended by the Group
centralized cash management to the financial services companies that have been sold to Barclays, which were
only partially offset by funds required by the seasonal increase in working capital and by foreign currencies
translation differences.
In the third quarter of 2005, net debt was reduced by 4,619 million euros, 3 billion euros of which due to
reimbursement of the Mandatory Convertible Facility. Furthermore, upon conclusion of the Italenergia Bis
transaction, through sale to EDF of the 24.6% shareholding owned by the Fiat Group, the financing of 1,147
million euros extended by Citigroup and a restricted pool of banks was reimbursed. Additionally, the payable of
approximately 600 million euros recorded in respect of the bank shareholders of Italenergia Bis that purchased
14% of the shares of Italenergia Bis from Fiat in 2002 was written back with the simultaneous execution of a
series of options expiring in 2005. Given the existence of these options, it had been deemed that the sale of the
14% shareholding did not satisfy the revenue requirements of IAS 18.
Cash position (cash, cash equivalents and current securities), which totaled 5,973 million euros at the end of
September, decreased by 147 million euros with respect to December 31, 2004
At September 30, 2005, “Cash and cash equivalents” included approximately 1,160 million euros (approximately
600 million euros at the end of 2004) specifically earmarked for the repayment of the debt related to
securitizations posted mainly under “Asset-backed financing”.
The following table shows the structure of the Fiat Group net debt:
(in millions of euros) Notes At 12.31.2004 At 09.30.2005
Debt (32,191) (25,465)
- Asset-backed financing (10,174) (9,660)
- Other Debt (22,017) (15,805)
Other financial liabilities (1) (203) (196)
Other financial assets (1) 851 583
Current securities 353 504
Cash and cash equivalents 5,767 5,469
Net debt (25,423) (19,105)
Industrial Activities (9,447) (4,658)
Financial Services (15,976) (14,447)
(1) Includes the positive and negative fair value of derivative financial instruments.
Detailed information on the main items is found in Paragraph 10.3 of this Prospectus.
The classification between Industrial Activities and Financial Services was realized by defining specific
subconsolidated financial statements according to the normal business performed by each Group Company. In
particular, Financial Services mainly include the retail financing, leasing, and rental companies of Fiat Auto,
CNH and Iveco.
38

10.2 Cash Flows
The following table shows the consolidated statement of cash flows of the Fiat Group in the first nine months of
2005 and in the corresponding period of 2004.
1.1 – 09.30 1.1 – 09.30
(in millions of euros)
2005 2004
A) Cash and cash equivalents at period-start
B) Cash flows provided by (used in) operating activities:
5,767 6,845
Net result before minority interest 1,336 (1,018)
Amortization and depreciation (net of vehicles sold under buy-back commitments) 1,880 1,643
Gain/loss and other non monetary items (1) (1,604) (301)
Dividends received 24 11
Change in provisions 632 (71)
Change in deferred income taxes 392 89
Change in items due to buy-back commitments (2) (204) (87)
Change in working capital (1,205) (675)
Total
C) Cash flows provided by (used in) investment activities:
Investments in:
1,251 (409)
- Tangible and intangible assets (net of vehicles sold under buy-back commitments) (1,732) (1,620)
- Equity investments (30) (175)
Proceeds from the sale of fixed assets 214 330
Net change in receivables from financing activities 522 1,921
Change in current securities (108) 72
Other changes 2,452 250
Total
D) Cash flows provided by (used in) financing activities:
1,318 778
Net change in financial payables and other financial assets/liabilities (3) (3,148) (2,594)
Increase in capital stock (3) 9 13
Dividends paid (27) (10)
Total (3,166) (2,591)
Translation exchange differences 299 47
E) Total change in cash and cash equivalents (298) (2,175)
F) Cash and cash equivalents at period-end 5,469 4,670
(1) This includes, amongst other items, the unusual financial income of 858 million euros arising from the extinguishment of the Mandatory Convertible facility
and the gain of 878 million euros realized on the sale of the investment in Italenergia Bis.
(2) The cash flows for the two periods generated by the sale of vehicles with a buy-back commitment, net of the amount already included in the result, are
included in operating activities for the period, in a single item which includes the change in working capital, investments, depreciation, gains and losses and
proceeds from sales, at the end of the contract term, relating to assets included in “Property, plant and equipment”.
(3) Net of the repayment of the Mandatory Convertible facility of 3 billion euros and of the debt of approximately 1.8 billion euros connected with the Italenergia
Bis operation, as neither of these gave rise to cash flows.
The cash generated by operating activities during the first nine months of 2005 totaled 1,251 million euros.
The income flow, or in other words net income plus depreciation, amortization, and changes in reserves and
items relating to sales with buy-back commitments, net of “Gains/losses and other non-monetary items”
(including the gain realized upon sale of the equity investment in Italenergia Bis for 878 million euros and the
unusual financial income of 858 million euros deriving from the capital increase serving the Mandatory
Convertible Facility), totaled 2,432 million euros. This flow was partially offset by the increase in working
capital, which, on a comparable consolidation and exchange rate basis, absorbed a total of 1,205 million euros
39

in cash. The cash flows provided by operating activities of the period included collection of approximately 1.1
billion euros, corresponding to the gain resulting from the termination of the Master Agreement with General
Motors.
Investment activities provided liquidity for a total of 1,318 million euros. Net of the increase in current securities
(108 million euros), which mainly represent a temporary investment of funds, investment activities generated a
total of 1,426 million euros. Reimbursement of financings previously extended by the Group centralized cash
management to the financial services companies sold by Iveco resulted in a cash-in of approximately 2 billion
euros, while unwinding of the joint ventures with GM contributed approximately 500 million euros. These
amounts are included under the item “Other changes” which totaled 2,452 million euros. The reduction in
“Receivables from financing activities,” which refers in part to the collection of financial receivables and in part to
the decrease in loans made to Fiat Auto network and suppliers, generated a positive flow of 522 million euros.
Investments in tangible assets (including vehicles for long-term leasing operations) and intangible assets totaled
1,732 million euros.
Financing activities absorbed a total of 3,166 million euros, mainly due to the repayment of bonds on maturity
for approximately 1.6 billion euros, the repayment of other loans and, for the remainder, to the reduction of
asset-backed financing.
10.3 Indication of the Issuer’s borrowing requirements and financing structure
Debt of the Fiat Group at September 30, 2005 totaled 25,465 million euros (32,191 million euros at December
31, 2004), of which 9,660 million euros (10,174 million euros at December 31, 2004) concerning asset-backed
financing (securitization and factoring operations that do not comply with IFRS requirements for reclassification
of these assets from the balance sheet).
The remaining other debt, totaling 15,805 million euros (22,017 million euros at December 31, 2004), refers to
bonds for 7,908 million euros (9,326 million euros at December 31, 2004), bank borrowings for 5,289 million
euros (10,450 million euros at December 31, 2004), debt for banking activities of Banca Unione di Credito for
1,236 million euros (1,326 million euros at December 31, 2004) and other debt for 1,372 million euros (915
million euros at December 31, 2004).
The schedule of maturities of bonds which total approximately nominal 7.4 billion euros, net of fair value
valuations and amortized cost adjustments (8.8 billion euros at December 31, 2004), is as follows:
(in billions of euros) 4 th quarter 2005 2006 2007 beyond
Bonds 0.3 2.3 0.3 4.5
The Fiat Group intends to repay the issued bonds upon maturity using available cash.
10.4 Limits on use of financial resources
The Issuer notes that there are no limits on the use of financial resources that had or could have a significant
direct or indirect impact on the activity of the Issuer.
10.5 Information on the expected sources of financing to fulfill commitments for investments and fixed
assets
The Fiat Group expects to meet its borrowing requirements stemming from maturing financial payables and
expected investments with currently available cash, the renewal or refinancing of bank loans, eventual recourse
to the capital market, and operating cash flows. It does not rule out the possibility of issuing bonds if market
conditions are favorable.
XI. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
In 2004, investments in research and development amounted to 1,810 million euros or about 4% of net
revenues of industrial activities (1,349 million euros booked in the 2004 Income Statement pursuant to IFRS).
Overall, R&D activities involved approximately 12,400 people at 121 centers in Italy and abroad.
40

In 2004, the Group’s R&D companies, the CRF and Elasis, intensified their interactions with each other and with
the operating sectors’ engineering services. Better coordination of policies, objectives and initiatives made it
possible to rationalize skills and make the most of each center’s areas of excellence.
Centro Ricerche Fiat (Fiat Research Center - CRF)
Environmentally-friendly engines, innovative vehicle structures, electronic chassis control systems, telematic
applications, integrated transportation safety, environmental protection and advanced manufacturing methods.
These are the fields where the CRF concentrated its work in 2004, increasing its activities by 10% above those
of the previous year. With a staff of around 930 employees at December 31, 2004 the CRF made significant
progress during the year, with R&D output totaling over 470 projects. 118 new patent applications were filed,
bringing the total number of patents held by the Center to 1,211.
These activities benefited the 430 clients of the CRF, 150 of whom are outside the Group and include Fiat
suppliers and other small and medium enterprises.
Of the many awards testifying to the high quality of the Center’s work, one of the year’s most important was
“Italy 2004 – Best Innovator Award” promoted by A.T. Kearney and by the newspaper Il Sole 24 Ore with the
cooperation of Confindustria, the Federation of Italian Industries. The award honors outstanding achievements
in strategic innovations.
Elasis
Elasis, with a staff of around 800 employees at its two sites in Pomigliano and Lecce, is a highly specialized
research center. Its work addresses technological innovation, complete vehicle development, mobility and its
environmental impact, and traffic safety. It is provided with sophisticated computer-aided design tools and
advanced physical and virtual testing equipment which are based on an ability to develop and manage
information systems that puts Elasis in the front ranks of the world’s R&D centers.
Elasis’s primary mission, like that of the CRF, is to improve the Fiat Group’s competitiveness. In addition, it
contributes to strengthening the entire Italian research system by working together with the Italian Ministries of
Education, Universities and Research, Production Activities, and the Environment, as well as with major public
and private research institutions in Italy and abroad.
In line with the Group’s strategic policy framework, in 2004 Elasis focused its efforts on methodologies, design
and technologies.
Product and process methodologies. Work continued on developing an innovative design system based on
archetypes, or in other words on models containing engineering know-how in the form of design rules. Virtual
product analysis techniques were used in the areas of occupant compartment design and occupant/pedestrian
impact protection, as well as to assess vehicle body aerodynamic performance and interior flow dynamics. The
Virtual Car simulator made it possible to reduce validation times for electrical and electronic components, and to
apply the benefits of robust design to the infotelematic and navigation system installed on the new models that
will be put on the market in 2005.
Engines. Further improvements were made to the FIRE series of engines. For the 1.4-liter unit in particular,
consumption was trimmed 7% by reducing friction and pumping losses and increasing volumetric efficiency. In
addition, a turbocharged 1.4-liter FIRE engine was developed that not only offers higher performance than
conventional powerplants – even those with larger displacements – but also uses 9% less fuel. Major
accomplishments were also made in improving transmissions, where special-purpose components were
developed and noise measurement methods were fine-tuned using specially designed test benches that are
unmatched anywhere else in the automotive industry.
Vehicles. Vehicle design work in 2004 focused on a number of important initiatives for Fiat Auto, Ferrari and
Maserati. In particular, Elasis developed a high-performance sports car prototype, the Alfa Romeo 8 C, whose
engineering solutions will be used on future Fiat Auto models.
Together with the CRF, Elasis designed a modular platform that can be used for vehicles with different
wheelbases and for low environmental impact propulsion systems (natural gas, hybrids, etc.). The platform is
designed with an eye to compatibility with current body framing lines and maximizes component
standardization.
Traffic safety and mobility. During the year, Elasis once again partnered with the Provinces of Milan and
Perugia, by conducting joint projects for improving mobility and safety conditions on the road network which also
involved infrastructure operators. These projects, which integrated telematic systems and new technologies,
41

helped instill a culture of safety among road users. Similar projects involving other Italian city administrations
are now in the pipeline.
ICT. In this area, Elasis continued to hone its skills in Product Lifecycle Management by developing application
solutions and integrating systems and process analysis with a view to developing common standards for the
Fiat Group. Advantages include shorter development times, no duplication of information, and optimized
documentation.
XII. INFORMATION ON EXPECTED OUTLOOK
12.1 Recent outlook
The main events that occurred since June 30, 2005 are the following:
• In July, Fiat signed a 1 billion euro Credit Facility agreement with 11 international and 5 Italian banks. The
three-year Multicurrency Revolving Credit Facility (in replacement of a credit facility of 1.7 billion euros),
which is currently undrawn, will provide Fiat with adequate financial flexibility.
• Also in July, the Piedmontese Local Authorities (Region of Piedmont, Province of Turin and the City of
Turin) and Fiat reached an agreement in principle to enhance the value of the Mirafiori industrial area,
support the automotive allied industry and promote personnel training and the activities of research and
technological development. Under the agreement, Fiat will sell certain areas (approximately 300,000
square meters) of the Mirafiori premises as well as a large area, not used for industrial activities, between
the cities of Turin and Collegno. The total value of the transaction will amount to approximately 70 million
euros. Fiat announced its intention to locate its own high level flagship store in the Mirafiori area.
• At the beginning of August, during a meeting with Government, Local Authorities and Trade Unions, the
Chief Executive Officer of Fiat illustrated the current situation of the Group, particularly as it relates to the
2005–2008 Development Plan for Fiat Auto, including production allocation for 2005-2006, the investment
program and the conditions for its realization. In particular:
- Plants: Fiat reaffirmed its commitment not to shut down any plant in Italy, and announced that the
production of one of the new scheduled models will be allocated to the Mirafiori plant in 2008. The
future A segment Fiat city car (“500”) will be manufactured in the Polish plant of Tichy.
- Product range plan: the 2005-2008 product range plan calls for the launch of 20 new models and 23
restylings of existing models of the three brands.
- Investments: in order to support the turnaround efforts, Fiat Auto expects to invest approximately 10
billion euros, 4 billions of which will be earmarked for research and development. For the Fiat Group
as a whole, investments (including research and development activities) for the 2005-2008 period
are expected to amount to approximately 18 billion euros.
- Fiat Powertrain Technologies: Fiat announced the development of: a Fire 1.4 16 v Turbo engine to
be manufactured at the Termoli plant starting in 2007; a 1.6 four cylinder diesel engine to be
manufactured in Pratola Serra starting in 2007; and a 6-speed transmission for commercial vehicles
to be produced at the Termoli plant from 2006. Studies are also underway to develop a small two or
three cylinder engine with low environmental impact.
- Social shock absorbers: Fiat reiterated the priority need to find organizational solutions that enable it
to optimize use of personnel and plants and at the same time face the issue of over-sized business
governance costs.
The documentation presented in said occasion is available on the internet site www.fiatgroup.com
• As a consequence of the notification by EDF of its intention to withdraw its arbitration claim, on September
9, 2005 Fiat sold 24.6% of the share capital of Italenergia Bis S.p.A. to EDF at a price of 1,147 million
euros. Concurrently the Citigroup financing of the same amount that had been extended in September
2002 was reimbursed. On the same date, the financial institutions that had acquired 14% of Italenergia Bis
S.p.A. in 2002, sold their stake to EDF. Consequently, the possibility that Fiat be required to repurchase
said stake was eliminated. This possibility had entailed for Fiat the recognition of a financial debt of
approximately 600 million euros in the financial statements prepared under IFRS. As a result of these two
42

transactions, Fiat booked a net gain of 878 million euros in its consolidated income statement prepared
under IFRS, while the Group net debt will decrease by approximately 1.8 billion euros.
• Also on September 9, Fiat confirmed that a Memorandum of Understanding was signed with Ford to
pursue joint development of a future “A segment” car. The strategic collaboration will bring to the market
two new vehicles that will feature highly differentiated designs: for Fiat a new 500 and for Ford a
replacement for the current Ka. The synergies deriving from the projects under development will be
reflected in reduced development and material costs. The final agreement was signed on November 7,
2005.
• On September 22, 2005 Fiat and Tata Motors (primary Indian automotive Group) signed a Memorandum of
Understanding (MoU) to analyze the feasibility of cooperation in the area of automobiles that would
encompass development, manufacturing, components, sourcing and distribution of products. If the
outcome of this analysis is positive, the two companies will enter into definitive agreements in the coming
months.
• On September 30, 2005 Fiat and Enel reached an agreement for the sale of the interest held by Enel in
Leasys (49%). Under the agreement, which is subject to approval by antitrust authorities, Fiat will increase
its interest in Leasys from 51% to 100%, for a consideration of 33.5 million euros.
With reference to Group performance in the third quarter of 2005, it is pointed out that all of the main
businesses continued to improve their performances. Revenues totaled 10.6 billion euros, reflecting the typical
negative seasonality associated with the third quarter. The Group achieved a slight (+2%) increase in revenues
over the comparable 2004 quarter despite the impact of announced new model launches (Fiat Grande Punto
and Alfa 159) on sales of existing products.
Group trading profit was 232 million euros, compared with a loss of 30 million euros in the third quarter of 2004.
The 262 million euro increase in trading profit was due to a 197 million euro reduction in trading losses at Fiat
Auto combined with positive performance of all other industrial Sectors. CNH improved its trading profit by 21
million euros, from 112 million euros to 133 million euros, Iveco by 28 million euros, from 74 million euros to 102
million euros, and Components and Production Systems by 21 million euros, from 56 million euros to 77 million
euros.
Fiat Auto reduced its trading loss by more than two-thirds, from 282 million euros in the third quarter of 2004 to
85 million euros in the third quarter of 2005; this sharp drop, and the expected benefit to the fourth quarter of
2005 results from the contribution of the new car models launched since September, underscores that the
Sector is on track to achieve its 2005 targets.
Group results for the third quarter of 2005 benefited from non-recurring income, including the gain realized on
sale of the investment in Italenergia Bis (878 million euros) and unusual financial income of 858 million euros
related to the capital increase of September 20, 2005 following conversion of the Mandatory Convertible Loan.
The result for the quarter also absorbed 420 million euros in restructuring charges and other unusual costs (284
million euros) connected with the Group’s ongoing reorganization and rationalization processes.
Net income for the quarter was 0.8 billion euros.
12.2 Outlook for the balance of the year
With respect to the outlook for the balance of the year, the following information is provided in the Third Quarter
2005 Report that was approved on October 26, 2005:
“In the first nine months of the year, the Fiat Group and all of its main Sectors sharply improved their
operating performance and financial results. Consequently, Fiat is on track towards achieving its stated
targets.
Since the beginning of the year, the Group also succeeded in finding optimal solutions to pending financial
issues. With net stockholders’ equity exceeding 9 billion euros and net industrial debt of less than 5 billion
euros, Fiat can now focus on its manufacturing infrastructure, distribution networks, and product offerings.
43

In particular, Fiat Auto drastically reduced its losses, while introducing a host of new models that have been
very well received by customers. As part of its aggressive program to renew its product range, Fiat is
planning on launching 20 new models and restyling an additional 23. Between 2005 and 2008, Fiat will
invest 10 billion euros to support this plan, including 4 billion euros in R&D.
So as to further strengthen the Automobile Sector, Fiat continued to seek strategic alliances with major
partners. Fiat recently signed two memoranda of understanding, with Ford and with the Indian group Tata
Motors Ltd, to study collaboration opportunities. The talks with Ford are aimed at assessing the feasibility of
jointly developing two new vehicles in the small car segment (the future Fiat 500 and the successor to the
Ford Ka), while the agreement with Tata would focus on broader cooperation in the automotive arena,
including development, manufacturing, components, purchasing and distribution.
In October, Fiat signed a letter of intent with Suzuki Motor Corporation (SMC) to study the feasibility of
licensed manufacture of the new Euro 5-compliant 2.0 JTD Multijet diesel engine, developed by Fiat
Powertrain Technologies. Production of the new engine will start in Italy in 2008, and pursuant to the letter
of intent, manufacturing in Asia could commence in 2010, with a targeted volume of approximately 100,000
units.
These agreements represent further steps in the alliance strategy implemented with PSA Peugeot Citroën
and Tofas for the joint development and production of a light commercial vehicle, and with Suzuki to develop
and manufacture an SUV that will debut in conjunction with the Turin Winter Olympics in the first quarter of
2006.
Based on the promising results achieved to date, Fiat Auto can confirm its 2005 target of reducing its trading
loss to approximately 1.5% of revenues.
The other Sectors are proceeding with their own profit improvement plans, and charges have been booked
in the third quarter to reflect the acceleration of their restructuring activities.
The Fiat Group can therefore be cautiously optimistic about its future and confirms its 2005 targets.”
It is pointed out that the Group’s stated objectives for 2005 are the achievement of a positive net result after
unusual items and an improvement of the trading result.
XIII. FORECASTS OR ESTIMATES OF PROFITS
The Issuer has decided not to include estimates of results in this Prospectus. For information on the outlook for
the balance of the year the reader is referred to the excerpt of the press release of the Issuer of October 26,
2005 in Section One, Chapter XII.
XIV. BOARD OF DIRECTORS, MANAGEMENT OR SUPERVISORY BODIES AND TOP
EXECUTIVES
14.1 Board of Directors, Management and Supervisory Bodies
Board of Directors
Following the Stockholders Meeting of June 23, 2005 the number of members of the Board of Directors in office
is set at 15, and they will remain in office until the date of the Stockholders Meeting called to approve the
Financial Statements at December 31, 2005.
The Board is comprised by three executive directors and eight non-executive directors – that is, who do not hold
delegated authority or perform executive functions in the Company or the Group – eight of whom are
independent. The executive directors are the Chairman, the Vice Chairman, who substitutes for the Chairman if
the latter is absent or prevented from acting, and the Chief Executive Officer. They also hold management
positions in subsidiaries: Luca Cordero di Montezemolo is Chairman and Chief Executive Officer of Ferrari
S.p.A., John Elkann is Chairman of Itedi S.p.A., and Sergio Marchionne, in addition to being Chairman of the
principal subsidiaries, is also Chief Executive Officer of Fiat Auto S.p.A.
44

The current members of the Board of Directors are as follows:
Position First Name and Last Name Place of birth Date of birth
Chairman Luca Cordero di Montezemolo Bologna (ITA) 08/31/1947
Vice Chairman John Elkann New York (USA) 04/01/1976
Chief Executive Officer Sergio Marchionne Chieti (ITA) 06/17/1952
Director Andrea Agnelli Turin (ITA) 12/06/1975
Director Angelo Benessia* Turin (ITA) 10/18/1941
Director Tiberto Brandolini d’Adda Lausanne (CH) 03/08/1948
Director Flavio Cotti* Muralto (CH) 10/18/1939
Director Luca Garavoglia* Milan (ITA) 02/27/1969
Director Gian Maria Gros-Pietro* Turin (ITA) 02/04/1942
Director Hermann-Josef Lamberti* Boppard (GER) 02/05/1956
Director Virgilio Marrone Savona (ITA) 08/02/1946
Director Vittorio Mincato* Torrebelvicino (ITA) 05/14/1936
Director Pasquale Pistorio* Agira (ITA) 01/06/1936
Director Daniel John Winteler Pittsburgh (USA) 05/15/1963
Director
*Independent Directors
Mario Zibetti* Turin (ITA) 10/03/1939
For the purposes of their office, all Directors list their domicile at the Company’s registered office.
The following members of the Board of Directors are related to each other up to the sixth degree: John Elkann,
Andrea Agnelli, and Tiberto Brandolini d’Adda.
The Board of Directors identified the eight directors considered to be independent in compliance with the
requirements adopted by the Board with its resolution of May 10, 2005 which are more stringent than the ones
envisaged in the Corporate Governance Code.
The Board of Directors appointed the members of the Internal Control Committee and of the Nominating and
Compensation Committee (see Section One, Chapter XVI, Paragraph 16.3). The Board of Directors appointed
Directors Luca Cordero di Montezemolo, John Elkann, Sergio Marchionne, Vittorio Mincato and Pasquale
Pistorio as members of the Strategic Committee and Mr. Franzo Grande Stevens as Secretary of the Board of
Directors and of the three committees mentioned above.
Following are brief resumes of the current members of the Board of Directors and the respective positions in
other listed companies or positions that are of significance.
Luca Cordero di Montezemolo: Born in Bologna (Italy) in 1947. Mr. Cordero di Montezemolo joined Ferrari in
1973 and held the post of Team Manager until 1977. From 1977 to 1981 he was Head of External Relations for
the Fiat Group. Mr. Cordero di Montezemolo was Chief Executive Officer of Itedi from 1981 to 1983 and
Managing Director of Cinzano International S.p.A. from 1984 to 1985. From 1986 to 1990, he chaired the
organizing committee for the Italia ‘90 Soccer World Cup. He has been Chairman and Chief Executive Officer
of Ferrari S.p.A. since 1991. He is Chairman of the Bologna International Trade Fair and President of LUISS
Guido Carli (Libera Università Internazionale degli Studi Sociali – Independent International University of Social
Sciences). Mr. Cordero di Montezemolo is also a member of the Board of Directors of La Stampa, of the
French Group PPR (Pinault-Printemps-Redoute), of Tod’s, of Indesit Company and of the Bologna Calcio
soccer team. On May 26, 2004, he also became President of Confindustria, the Federation of Italian Industries.
He has been a member of the Fiat Board of Directors since February 28, 2003. He has been Chairman of Fiat
since May 30, 2004.
Andrea Agnelli: Born in Turin (Italy) on December 6, 1975. Mr. Agnelli has held various positions at several
companies, both in Italy and abroad, including at Iveco, Piaggio S.p.A., Auchan S.A., Juventus F.C. S.p.A.,
Ferrari S.p.A. and Philip Morris International Inc. He has been in charge of Strategic Development at IFIL since
January 2005. He has been a member of the Fiat Board of Directors since May 30, 2004.
Angelo Benessia: Born in Turin (Italy) in 1941. Mr. Benessia graduated in law from Turin University in 1965.
He is a partner of the law firm Studio Benessia - Maccagno in Turin as a solicitor specializing in civil-commercial
aspects, with particular regard for company law, securities and brokerage. From 1991 to 1999, he was
chairman of Unigest S.p.A. From 1999 to 2001 he was member of the Board of Directors of Telecom Italia
S.p.A. and Chairman of its Audit Committee. He has been a statutory auditor of Turin Polytechnic, a director of
45

Saiag S.p.A. and a director of the Piedmont Association of Economic and Social Sciences “Antonio Gramsci”
since 1991. Since 2001, he has been a member of the Board and Vice Chairman of R.C.S. Quotidiani S.p.A. He
has been a member of the Fiat Board of Directors since June 2001.
Tiberto Brandolini d’Adda: Born in Lausanne (Switzerland) on March 8, 1948. Mr. Brandolini d’Adda graduated
in commercial law from the University of Parma in 1971. From 1972 to 1974, he worked for Fiat S.p.A’s
international activities department, and for Lazard Frères in London. In 1975, he was appointed assistant to the
Director General for Enterprise Policy at the European Economic Commission in Brussels. He joined Ifint
Company in 1976, as General Manager of Ifint France, and became General Manager of Ifint Europe in 1985.
In 1993, Mr. Brandolini d’Adda became Managing Director of the Exor Group (formerly Ifint) and was appointed
Vice Chairman and Managing Director in 2003. He is currently Chairman and CEO of Sequana Capital, as well
as General Partner of Giovanni Agnelli e C. S.a.p.a.z., and a member of the executive committee of IFIL S.p.A.
He has been a member of the Fiat Board of Directors since May 30, 2004.
Flavio Cotti: Born in Muralto (Switzerland) on October 18, 1939. Mr. Cotti graduated in law from the University
of Fribourg in 1964. He practiced law and was a notary public in Locarno from 1965 until 1975. He was a
member of the Locarno Town Council from 1964 to 1975 and of the Great Council of the Swiss canton of Tessin
from 1967 to 1975. From 1975 to 1983, he was a member of the government of the Swiss canton of Tessin.
President of the canton of Tessin in 1977 and 1981, from 1983 to 1986, he was a Member of Parliament of the
Swiss Confederation. In 1991 and in 1998, he was President of the Swiss Confederation. In 1996, he was
appointed President of the Organization for Security and Cooperation in Europe. He is currently Chairman of
the Advisory Board of the Credit Suisse Group. He has been a member of the Fiat Board of Directors since
June 2000.
John Elkann: Born in New York, (USA) in 1976. Mr. Elkann graduated in industrial engineering from Turin
Polytechnic in 2000. He has been a member of the Board of Directors of Fiat since 1997. He is General
Partner and Vice Chairman of Giovanni Agnelli e C. S.a.p.a.z. and member of the Board of Directors of the Exor
Group S.A., Ifi and IFIL. He is also a member of the Board of Directors of RCS MediaGroup. He has been Vice
Chairman of Fiat since May 30, 2004.
Luca Garavoglia: Born in Milan (Italy) in 1969. Mr. Garavoglia graduated in economics from the Bocconi
University in Milan in 1994. He has been Chairman of Davide Campari-Milano S.p.A., the parent company of
the Campari Group, since 1994. He is on the Executive Committee of Assonime (the Association of Italian jointstock
companies). He has been a member of the Fiat Board of Directors since May 2003.
Gian Maria Gros-Pietro: Born in Turin (Italy) on February 4, 1942. Mr. Gros-Pietro has a degree in economics
from the University of Turin. He has been a senior lecturer in business economics since 1972, and is currently
practicing at the LUISS Guido Carlo University in Rome. He was Chairman and CEO of IRI S.p.A. from 1997 to
1999, and Chairman of Eni S.p.A. from 1999 to 2002. Currently, Mr. Gros-Pietro is Chairman of Autostrade
S.p.A. and President of Federtrasporto (the Italian association of transportation companies). He is also a
member of the Board of SEAT Pagine Gialle S.p.A, the Executive Committee and the General Council of the
Aspen Institute Italia, the International Business Council of the World Economic Forum as well as Vice
President of I.G.I. (Istituto Grandi Infrastrutture - Great Infrastructures Institute) and Senior Advisor for Italy of
Société Générale Corporate & Investment Banking. He has been a member of the Fiat Board of Directors since
June 23, 2005.
Hermann-Josef Lamberti: Born in Boppard (Germany) in 1956. Mr. Lamberti studied business administration in
Cologne and Dublin and received a master’s degree in Business Administration in 1981. For 14 years, unitl
1999, Mr. Lamberti held various management positions at IBM in Germany, France and the United States. He
joined Deutsche Bank AG in 1998 as an executive Vice President and became Chief Operating Officer and a
member of the Board of Managing Directors in 1999. He is currently also Chairman of the Supervisory Board of
Deutsche Bank Privat- und Geschäftskunden AG, of the Supervisory Board of Schering AG and Carl Zeiss AG,
and a non-executive director of Euroclear plc and Euroclear Bank S.A. He has been a member of the Fiat
Board of Directors since May 2002.
Sergio Marchionne: Born in Chieti (Italy) in 1952. Mr. Marchionne received a master’s degree in Business
Administration from the University of Windsor, Canada in 1980 and graduated in law from the University of
Toronto in 1983. He is a licensed barrister and solicitor and a chartered accountant. From 1990 to 1992 he was
Vice President of Finance and Chief Financial Officer at Acklands Limited. Still in Toronto, from 1992 to 1994 he
was Vice President for Legal and Corporate Development, Chief Financial Officer and Secretary of the Lawson
Group, which was acquired by Alusuisse Lonza in 1994. Between 1994 and 2000 he was Executive Vice
46

President for Corporate Development, Chief Financial Officer and then Chief Executive Officer of the
corporation Algroup of Zurich. He was at the helm of the Lonza Group Ltd., which had spun off from Alusuisse
Lonza, first as Chief Executive Officer (from 2000 to early 2002) and then as Chairman (2002). Before
becoming Chief Executive Officer of Fiat, he became Chief Executive Officer of the SGS Group of Geneva, a
world leader in the field of company verification, testing and certification services. He is a permanent member of
the Fondazione Giovanni Agnelli, and a member of the General Council of Assonime (Association for Italy’s joint
stock companies) and of ACEA (European Automobile Manufacturers Association). He has been a member of
the Fiat S.p.A. Board of Directors since May 2003 and was appointed Chief Executive Officer of Fiat S.p.A. on
June 1, 2004. In February 2005, he also assumed the role of Chief Executive Officer of Fiat Auto.
Virgilio Marrone: Born in Savona (Italy) on August 2, 1946, Mr. Marrone has a degree in management and
business administration from Università Commerciale Luigi Bocconi in Milan. From 1973 to 1985, he was
assistant to the Chief Executive Officer of IFI and from 1985 to 1993, he was General Secretary of IFI. From
1993 to 2002, Mr. Marrone was Joint General Manager and Head of Development of IFI, and from 2002 to the
present, he has been General Manager of IFI. Mr. Marrone is currently a member of the boards of SanPaolo
IMI S.p.A. and the Exor Group S.A. He has been a member of the Fiat Board of Directors since June 23, 2005.
Vittorio Mincato: Born in Torrebelvicino (Italy) on May 14, 1936. Mr. Mincato worked at Eni S.p.A. for nearly 50
years, serving in a variety of positions before becoming Chief Executive Officer in 1998. He held that position
until 2005, when he became Chairman of Poste Italiane S.p.A., the Italian postal service. In addition, from 2002
to 2004, he was a member of CNEL (the National Council for Economies and Labour). In 2005, Mr. Mincato
was appointed Chairman of Assonime, and is also currently a member of the Executive Board of Confindustria,
Vice President of the Unione degli Industriali di Roma (the territorial association representing enterprises active
in Rome) and a member of the Board of Directors of the Teatro alla Scala Foundation, of the Accademia
Nazionale di Santa Cecilia and of the Accademia Olimpica. He is also a member of the Board of Directors of
Parmalat S.p.A. and the publishing company Neri Pozza. He has been a member of the Fiat Board of Directors
since June 23, 2005.
Pasquale Pistorio: Born in Agira (Italy) on January 6, 1936. Mr. Pistorio graduated in electrical engineering from
the Polytechnic of Turin. In 1967, he joined Motorola Corporation, where he held various management
positions. In July 1980 he became President and Chief Executive Officer of the SGS Group, an Italian
microelectronics company. Following that company’s merger in 1987 with Thomson Semiconducteurs, Mr.
Pistorio became President and Chief Executive Officer of the new company SGS-THOMSON Microelectronics
(renamed STMicroelectronics in 1998). Upon his resignation from that position in 2005, Mr. Pistorio was
appointed Honorary Chairman. Mr. Pistorio is a member of numerous organizations, including the International
Advisory Council of the World Economic Forum. He is also Chairman of ENIAC, and Vice President of
Confindustria for innovation and research. He has been a member of the Fiat Board of Directors since
December 2004.
Daniel John Winteler: Born in Pittsburgh (USA) on May 15, 1963. Mr. Winteler has a degree in business
administration from the Bocconi University in Milan. He worked for over 10 years in the CibaGeigy/Novartis AG
Group till he became Vice President of Mergers and Acquisitions. He then became Chief Executive Officer of
Ciba Specialty Chemicals – Water Treatment Division. In 2000 he joined IFIL as Senior Vice President for
Strategy and Business Development, in 2002 he was appointed General Manager of the company and in 2004
Managing Director. Mr. Winteler also sits on the Board of Directors of Alpitour, Club Méditerranée, Juventus
F.C. and Sequana Capital S.A. He has been a member of the Fiat Board of Directors since December 2002.
Mario Zibetti: Born in Turin (Italy) on October 3, 1939. Mr. Zibetti has a degree in economics and business
administration from the University of Turin. Until 2000, Mr. Zibetti was a senior partner at Arthur Andersen
S.p.A., where he had worked for more than 40 years. He is currently a member of the Board of Directors of
Ersel Finanziaria S.p.A., Comital – Cofresco S.p.A. and Fabio Perini S.p.A. (Koeber AG Group). He has been a
member of the Fiat Board of Directors since June 23, 2005.
Apart from what has been stated above, the Directors of the Issuer currently in office do not and have not in the
five years preceding the date of this Prospectus exercised activities outside the Group that are of significance to
the Issuer.
In the five years preceding the date of this Prospectus, the Directors of the Issuer who are currently in office
have not performed management, executive, or controlling functions in companies subjected to bankruptcy,
compulsory winding-up, extraordinary administration, or equivalent procedures. In the five years preceding the
date of this Prospectus, none of the Directors of the Issuer currently in office has been sentenced for criminal
47

offenses involving fraud, indicted, and/or penalized by public authorities or associations or professional rolls,
and none of them has been disqualified from serving as member of the Board of Directors or of management
and supervisory bodies or from performing managing or operating activities.
Board of Statutory Auditors
The Board of Statutory Auditors currently in force was appointed by the Stockholders Meeting held on May 13,
2003 with a term of three years and i.e. until the approval of the financial statements at December 31, 2005.
At the date of this Prospectus, the members of the Board of Statutory Auditors are as follows.
Position First Name and Last Name Place of birth Date of birth
Chairman Cesare Ferrero Turin 11/02/1936
Statutory Auditor Giorgio Ferrino Turin 06/17/1939
Statutory Auditor Giuseppe Camosci Salerno 02/24/1947
The alternate auditors are: Natale Ignazio Girolamo, Piero Locatelli and Giorgio Giorgi.
For the purposes of their office, all Statutory Auditors list their domicile as the Company’s registered office.
Following are brief resumes of the current members of the Board of Statutory Auditors and the respective
positions in other listed companies or positions that are of significance.
Cesare Ferrero: Dr. Ferrero has been a member of the Turin Accountants Association since 1958 and the Turin
Professional Accountants Association since 1962, has been entered on the Register of Auditors since 1995,
and is also entered on the Register of Expert Witness of the Court of Turin. He is mainly involved in general
corporate affairs, including tax advice, contracts, and civil and criminal code advice on corporate and accounting
law. He is Chairman of the Turin Accountants Association. He holds the following positions in listed companies:
Chairman of the Board of Statutory Auditors of FIAT S.p.A. and IFI S.p.A., Statutory Auditor of IFIL, Director of
Pininfarina S.p.A., Autostrada Torino-Milano S.p.A. and Davide Campari – Milano S.p.A.. He is also Chairman
of the Board of Statutory Auditors of Giovanni Agnelli & C. S.a.p.az.., FIAT Auto S.p.A., Ferrero S.p.A., Emilio
Lavazza & C. S.a.p.az., Alberto Lavazza &C. S.a.p.az., ERSEL Finanziaria S.p.A., ERSEL SIM S.p.A. and
FIDERSEL S.p.a.. He is a Statutory Auditor of Toro Assicurazioni S.p.A, Ferrero & C. S.p.A., Banca Passadore
S.p.A. and RCS Investimenti S.p.A. He is Vice Chairman of PKP S.p.A.
Giorgio Ferrino: Dr. Ferrino has been a Professional Accountant since 1965 and entered on the Register of
Auditors since 1995, and is also an expert consultant to the Court of Turin. He is a member of the Chamber of
Arbitration of the Turin Chamber of Commerce. He is a Statutory Auditor of Fiat S.p.A. and Chairman of the
Board of Statutory Auditors of C.B.I. Factor, Banca Finconsumo, Ipermercati Carrefour (S.S.C.), Ersel Asset
Management, G.B. Paravia, F.lli Carli, Fincarta. He is a director and member of the steering committee of
Banca del Piemonte, director of Finconfienza S.p.A. and Chairman of Simon Fiduciaria S.p.A.. He is an auditor
of the Istituto per la Ricerca e la Cura del Cancro – I.R.C.C. (Institute for Cancer Research and Treatment) in
Candiolo and of the Associazione tra le Casse di Risparmio del Piemonte.
Giuseppe Camosci: He is entered in the Register of Lawyers at the Court of Milan and since 1996 in the Special
Register of Attorneys Admitted to Plead before the Supreme Court of Cassation and higher jurisdictions.
Entered in the Register of Auditors. He is a founding member of the Associated Law and Tax Firm “Camosci
Guareschi Piantanida e Associati” (established in January 1990). From 1971 to 1981 he worked for Sandoz
S.p.A., from 1978 as executive supervisor in charge of corporate, legal, and tax issues of certain subsidiaries of
the Sandoz Group in Italy and from 1981 to 1984 for RIA S.p.A. – Independent auditor of the BNL Group, Milan
– as executive supervisor in charge of statutory and tax issues. From 1984 to 1990 he was Senior Partner in
the “Studio di Consulenza Fiscale e Societaria” of Milan, the correspondent of Arthur Andersen in Italy. He is
currently Chairman of the Board of Statutory Auditors of Samsung Electronics Italia S.p.A. and Statutory Auditor
of BNP Paribas Holding S.p.A., BNP Lease Group S.p.A., WestLB Italia Finanziaria S.p.A.
There are no familial relationships among the statutory auditors of the Issuer currently in office.
Apart from what has been stated above, the Statutory Auditors of the Issuer currently in office do not and have
not in the five years preceding the date of this Prospectus exercised activities outside the Group that are of
significance to the Issuer.
48

In the five years preceding the date of this Prospectus, the Statutory Auditors of the Issuer who are currently in
office have not performed management, executive, or controlling functions in companies subjected to
bankruptcy, compulsory winding-up, extraordinary administration, or equivalent procedures. In the five years
preceding the date of this Prospectus, none of the Statutory Auditors of the Issuer currently in office has been
sentenced for criminal offenses involving fraud, indicted, and/or penalized by public authorities or associations
or professional rolls, and none of them has been disqualified from serving as member of the Board of Directors
or of management and supervisory bodies or from performing managing or operating activities.
Top Executives
During 2004, in order to make its organizational and management model more modern and in tune with the
current competitive environment, the Fiat Group established a new governance body, the Group Executive
Council (GEC). The function of GEC, which consists of the Chief Executive Officer of Fiat, certain Heads of
Functions, and the Heads of the Operating Sectors, will be to share best practices, evaluate opportunities and
risks for Group companies and maximize Group synergies.
The current organizational structure of the Fiat Group does not include a Chief Operating Officer.
At the date of this Prospectus, the members of the GEC, apart from the Chief Executive Officer Sergio
Marchionne, are as follows:
First Name and Last Name Place of birth Date of birth Position
Ernesto Auci Rome 02/09/1946 Institutional Relations
Domenico Bordone Turin 04/09/1946 Group Purchasing Coordinator and Chief Executive
Officer of Fiat Powertrain Technologies S.p.A.
Harold Boyanovsky Oregon (USA) 08/15/1944 Chief Executive Officer CNH Global N.V.
Ferruccio Luppi Turin 11/03/1950 Business Development
Mario Mairano Turin 12/26/1951 Human Resources
Gian Carlo Michellone Cambiano 03/27/1940 Chief Executive Officer C.R.F.
Paolo Monferino Novara 12/15/1946 Chief Executive Officer Iveco S.p.A.
Daniele Pecchini Florence 07/12/1950 Chief Executive Officer Comau S.p.A.
Eugenio Razelli Genova 06/18/1950 Chief Executive Officer Magneti Marelli S.p.A.
Riccardo Tarantini Corato 04/05/1949 Chief Executive Officer Teksid S.p.A.
Apart from the above members of the GEC, the other top executives of the Issuer are as follows:
First Name and Last Name Place of birth Date of birth Position
Alessandro Baldi Prato Leventina (CH) 08/29/1952 Group Control
Mauro Di Gennaro Rome 09/30/1961 Internal Audit
Maurizio Francescatti Rome 05/01/1962 Treasury
Simone Migliarino Villanova d’Asti 08/07/1947 Communications
Paolo Rebaudengo Asti 09/07/1947 Industrial Relations
Roberto Russo Turin 07/18/1959 Senior Counsel
There are no familial relationships among the above mentioned top executives of the Issuer.
Following are brief resumes of the members of the GEC and of the other top executives.
Ernesto Auci: Mr. Auci began his training as journalist at “Il Globo” in 1969. He continued his career there until
1984, when he was nominated Director of the External Relations Department at Confindustria. In 1992, he
joined Fiat External Relations and Communications as Head of Information and Press. In 1997, he was
appointed Editor of Italian financial daily Il Sole 24 Ore. He returned to the Fiat Group in 2002 as Chief
Executive Officer of Itedi and La Stampa and in 2004 he was appointed Head of Institutional Relations of Fiat.
Domenico Bordone: Mr. Bordone joined Fiat in 1963 in the Foundries Department. During his many years’ stay
with the Group he has held various important positions, among which Chief Executive Officer of Magneti Marelli
(1992). In 2005 he left Magneti Marelli to become Chief Executive Officer of Fiat Powertrain Technologies
S.p.A.
49

Harold Boyanovsky: In a career spanning over 35 years, Harold Boyanovsky has acquired a vast array of
experience in the agricultural and construction equipment business, including managing production,
implementation of supply chain strategies and the development of new product programs. He joined J.I. Case
in 1985 as Managing Director. In 1994, he was promoted Vice President product support, and in 1996 was
appointed Senior Vice President and General Manager of the Case construction business in North America. In
1998 he became Senior Vice President and General Manager for the North American region. In 1999 he was
appointed President worldwide agricultural equipment products. In March 1, 2005 he was appointed President
and Chief Executive Officer of CNH.
Ferruccio Luppi: From 1984 to 1996 Mr. Luppi worked in IFIL first as Head of Equity Investments Control then
as Head of the IFIL’s Development and Control Department. In 1997 he became Head of the Industrial
Investments Control Department at the Worms Group. In 1998, he was appointed Managing Director and
member of the Directoire of the Worms Group. He became the Chief Financial Officer of Fiat S.p.A in 2002 and
was appointed Chief Executive Officer of Business Solutions in 2004. In addition to his role as Chief Executive
Officer of Business Solutions, in 2005 he was appointed Senior Vice President of Business Development and
Strategies of Fiat S.p.A.
Mario Mairano: Mr. Mairano joined Fiat in 1974 as Assistant to Head of Personnel at Commercial Vehicles
Central Functions. From 1975 to 1983, he held several positions at Iveco, and in 1984 became Head of Iveco
Personnel Department. In 1987, Mr. Mairano joined Fiat Auto (Human Resources) and in 1991 he took on the
responsibility of Development, Training and Communication. In 1993, he became Head of Personnel at Ferrari
S.p.A. and in 1997 was appointed Head of Personnel of Maserati too. In 2000, he joined Banca di Roma Group
as Head of Personnel and in 2002 became Head of Human Resources of Capitalia Group. In 2004, he returned
to Fiat Group as Senior Vice President of Human Resources at Fiat Auto and is currently in charge of Human
Resources of the Fiat Group.
Gian Carlo Michellone: Mr. Michellone joined the Fiat Group in 1966 as an R&D Specialist, where he was
responsible for overseeing scientific research related to the design and testing of new technologies. In
connection with this research, he spent several years in Chicago from 1971 to 1976. In 1977 he was appointed
Head of New Products at the Centro Ricerche Fiat (Fiat Research Center). In 1979 he moved to Iveco S.p.A
and in 1980 he became Chief Executive Officer of the Iveco-Rockwell subsidiary. In 1984 he returned to Fiat
Auto S.p.A to manage the Innovation Department and in 1989 he assumed the position of President and Chief
Executive Officer of the Centro Ricerche Fiat.
Paolo Monferino: Mr. Monferino joined Fiat in 1973 in charge of the design and implementation of foundry
plants. From 1978 to 1981 he held several positions in the Purchasing and Procurement Department at Teksid.
From 1981 he became Head of Worldwide Purchasing and Procurement at FiatAllis, joint venture between Fiat
and the US Group Allis Chalmers and from 1983 to 1987 he served as Managing Director of FiatAllis Latin
America. Mr. Monferino became Chief Operating Officer of FiatAgri in 1987 and served in that position until
1991. In 1991 he became Executive Vice President of New Holland, and from 1996 to 2000, was Executive Vice
President of Automotive Components and Industrial Diversified Sectors at the Fiat Group: production of
automotive components (Magneti Marelli), metallurgical products (Teksid), industrial automation systems
(Comau-Pico), aviation (FiatAvio), and Centro Ricerche Fiat. He became President and Chief Executive Officer
of CNH in 2000, and was appointed Chief Executive Officer of Iveco on March 1, 2005.
Daniele Pecchini: Mr. Pecchini joined the Fiat Group in 1978 as Head of the “Steel for bearings” product line,
later becoming Long Products Marketing Manager and Head of Organization for the Special Steels Grouping. In
1981 he moved to the Construction Machinery Sector (Fiat Allis) as Head of Organization. From 1986 to 2002
he held various important positions in Magneti Marelli. In 1996 he was appointed Vice President of Magneti
Marelli Technical and Commercial Activities, and in 1998 he assumed the position of Vice President of Magneti
Marelli’s Powertrain Business Unit. He became Chief Executive Officer of Comau S.p.A in March 2003.
Eugenio Razelli: Mr. Razelli joined Fiat Auto in 1977 as Manager at the Mirafiori plant. In 1980, he became Vice
President of Manufacturing for the washing machines division of Industrie Zanussi. In 1983 Mr. Razelli was
appointed Chief Executive Officer of Gilardini Industriale and became General Manager of Stars and Politecna -
Fiat Comind in 1985. From 1986 to 1993, he held various management positions with Magneti Marelli. Mr.
Razelli became Vice President of Manufacturing at Pirelli Cavi in 1993 and then President and Chief Executive
Officer of Pirelli Cable North America. In 1997 he retuned to Italy and became Senior Executive Vice President
at Pirelli Cavi, first in the Telecom division and then in the Energy division. Mr. Razelli was President and Chief
Executive Officer of Fiamm S.p.A. from 2001 to 2003. He held the position of Senior Vice President of Business
50

Development and Strategies at Fiat S.p.A. from May 2003 to March 2005. In April 2005, he became Chief
Executive Officer of Magneti Marelli.
Riccardo Tarantini: Mr. Tarantini joined Delchi S.p.A. in 1975 as Head of Corporate Reporting and later became
Controller. In 1979 he moved to Teksid as Controller for the Diversified Operations Grouping and in 1980 he
became Head of Administration in the Aluminum Foundry Division. From 1985 to 1986 he worked at Toro
Assicurazioni S.p.A with responsibility for the Corporate Control Project. In 1987 he returned to Teksid where he
held several important positions. After a 4-year experience in the USA he was appointed Head of the Aluminum
Foundry Division and then Sector Deputy Managing Director and Head of New Initiatives and International
Development. In 2001 he was appointed Head of the Iron Business Unit and in 2003 he became President and
Chief Executive Officer of Teksid S.p.A.
Alessandro Baldi: Mr. Baldi joined Atag Ernst & Young Zurich in 1981 as Auditor and was subsequently
promoted to Manager. In 1989 he moved to the Algroup Group in Zurich where he was Head of Internal Audit
and later Group Controller. When the chemical operations were demerged (Lonza Group LTD of Basle) he held
the position of Group Controller in the new Company. In 2002 he joined the SGS Group in Geneva in charge of
Group Controlling. In August 2004 he joined Fiat S.p.A. as Assistant to the Group Controller and subsequently
became Head of the Department.
Mauro di Gennaro: Mr. Di Gennaro joined Price Waterhouse in 1987 as Assistant Auditor and was subsequently
promoted to Senior Manager. In 1994, he became Head of Internal Audit at Stet S.p.A. In 1997, he joined
Telecom Italia, where he held several positions, including Head of Internal Operations and Head of International
Internal Auditing. In 2002, he was appointed Head of Internal Audit at the RAS Group. On January 1, 2004, he
joined Fiat S.p.A. as Chief Audit Executive and Compliance Officer.
Maurizio Francescatti: He began his career in 1989 in G.F.T. Gruppo Finanziario Tessile. In 1997 he joined the
Fiat Group as Head of Banking Relations. In 2004 he was appointed Group Treasurer.
Simone Migliarino: Mr. Migliarino joined Fiat S.p.A.’s Press Office and External Relations department in 1973.
Subsequent positions at the Fiat Group included Responsible for Relations with Provincial Press in Italy (1980-
1984), Head of Automobile Press Coordination (1990-1994) and, at the Information and Media sector, Head of
Corporate Edition Press Office (1995-2001) and Head of Communications and Media Relations (2001-2004). In
December 2004, he was appointed Head of Communications of Fiat S.p.A.
Paolo Rebaudengo: in 1973 he began his professional career at the Group and four years later he was
appointed Head of Personnel at Weber. After seven years of service at Fiat S.p.A. he became Head of
Personnel of the Tractors and Earthmoving Equipment Sector. He has been Head of the Industrial Relations
Department of the Fiat Group since 1996.
Roberto Russo: Mr. Russo began his career as an attorney at the law firm Studio Legale L. Longhetto in Turin in
1984. In 1986, he joined Fiat S.p.A. Legal Affairs. In 2001, he was nominated Mergers and Acquisitions Lead
Counsel, and in 2004 he was appointed Senior Counsel of Fiat S.p.A.
Apart from what has been stated above, the top executives of the Issuer currently in office do not and have not
in the five years preceding the date of this Prospectus exercised activities outside the Group that are of
significance to the Issuer.
In the five years preceding the date of this Prospectus, none of the top executives of the Issuer performed
management, executive, or controlling functions in companies subjected to bankruptcy, compulsory winding-up,
extraordinary administration, or equivalent procedures. In the five years preceding the date of this Prospectus,
none of the top executives of the Issuer currently in office has been sentenced for criminal offenses involving
fraud, indicted, and/or penalized by public authorities or associations or professional rolls, and none of them has
been disqualified from serving as member of the Board of Directors or of management and supervisory bodies
or from performing managing or operating activities.
For a comprehensive description of the Company’s Corporate Governance System the reader is referred to the
Annual Report on Corporate Governance available on the Internet at www.fiatgroup.com.
14.2 Conflicts of Interest
None of the members of the Board of Directors currently in force, the Statutory Auditors of the Issuer currently in
force and of the other executives of the Issuer as of Paragraph 14.1 has interests, on his own behalf or on
51

ehalf of third parties, that are in potential conflict with the interests of the Issuer and/or with their obligations
vis-à-vis the Issuer.
XV. COMPENSATION AND BENEFITS
15.1 Compensation and benefits for each member of the Board of Directors and of Management and
Supervisory Bodies
The compensation for the members of the Board of Directors resolved by the Stockholders Meeting of May 13,
2003 is equal to 50,000 euros per year plus an attendance fee of 3,000 euros for every board or committee
meeting attended by the director.
The following table shows the individual compensation paid in fiscal 2004 to the members of the Board of
Directors of the Issuer currently in office (amounts in thousands of euros):
First name and last name Office held Term of office Expiration Compensation
for office held
Daniel John Winteler Director 1/1-12/31 2006 92.0
6)
26.9
1) The gross annual compensation for the office of Chairman amounts to 500,000 euros.
2) The compensations for the offices held in the subsidiaries Itedi (143,200 euros) and Ferrari (6,517,000 euros), the
latter inclusive of the variable compensation and a result-related bonus.
3) The gross annual compensation for the office of Vice Chairman amounts to 500,000 euros.
4) The gross fixed annual compensation for the office of Chief Executive Officer amounts to 1,600,000 euros, while
the variable compensation can be equal to at the maximum 100% of fixed compensation.
5) Compensation for office held at the subsidiary IHF S.A. (171,700 euros) and annual provisions for severance
indemnities (334,600 euros).
6) Compensation reserved to IFIL Investments S.p.A.
The directors currently in office Gian Maria Gros-Pietro, Vittorio Mincato, Virgilio Marrone and Mario Zibetti were
appointed on June 23, 2005.
The following table shows the individual compensation paid in fiscal 2004 to the members of the Board of
Statutory Auditors (amounts in thousands of euros):
52
Non-cash
benefits
Bonuses
and other
incentives
Other
compensation
Luca Cordero di Director 1/1-5/30 2006 354.3 54.2 6,660.2
Montezemolo
Chairman 5/30-12/31
1)
2)
John Elkann Director 1/1-5/30 2006 354.3 27.5
Vice Chairman 5/30-12/31
3)
Sergio Marchionne Director 1/1-5/30 2006 1,948.0 26.9 506.3
Chief Executive
Officer
6/1-12/31
4)
5)
Andrea Agnelli Director 5/30-12/31 2005 47.5 4.0
Angelo Benessia Director 1/1-12/31 2006 98.0 26.9
Tiberto Brandolini d’Adda Director 5/30-12/31 2005 47.5 4.0
Flavio Cotti Director 1/1-12/31 2006 92.0 26.9
Luca Garavoglia Director 1/1-12/31 2006 98.0 26.9
Hermann-Josef Lamberti Director 1/1-12/31 2006 95.0 26.9
Pasquale Pistorio Director 12/23-12/31 2005 4.2 -
First name and last
name
Office held Term of
office
Cesare Ferrero Chairman of the
Board of Statutory
Auditors
Expiration Compensation
for office held
Giuseppe Camosci Auditor 1/1-12/31 2006 42.0
Giorgio Ferrino Auditor 1/1-12/31 2006 42.0
(*) Compensation for positions held in subsidiaries.
Non-cash
benefits
Bonuses and
other
incentives
Other
compensation
1/1-12/31 2006 63.0 30.0 (*)

During fiscal 2004, the compensation accrued by top executives of the Issuer currently in office (who are not
also members of the Issuer’s Board of Directors) listed in Section One, Chapter XIV, Paragraph 14.1, totaled
9.65 million euros, including provisions and indemnities accrued for employee pensions and similar obligations
(totaling 2.47 million euros).
15.2 Social security benefits
The Group recognizes various forms of defined benefit and defined contribution pension plans, in line with the
conditions and local practices of the countries where it conducts business. The defined benefit pension plans
are based on the working life of the employee and the compensation received by the employee during a
predetermined period of service.
Furthermore, the Group recognizes certain defined benefit plans following the employment relationship,
particularly health insurance plans. Finally, the Italian companies pay their employees employee severance
indemnities as envisaged by law.
The reserves for employee benefits reported on the consolidated balance sheet at September 30, 2005, as
indicated in the third quarter report, totaled 3,861 million euros (3,682 million euros at December 31, 2004,
stated in accordance with IFRS).
XVI. FUNCTIONING OF THE BOARD OF DIRECTORS
16.1 Term of office
The term of office of the members of the Board of Directors currently in office of the Issuer expires on the date
of the Stockholders Meeting that will be called to approve the Annual Report at December 31, 2005 and that will
be convened in the second quarter of 2006.
16.2 Agreements made with directors for severance indemnities
Upon conclusion of his professional relationship with Fiat, the Chief Executive Officer, Mr. Sergio Marchionne,
will have the right to an indemnity in proportion to the period he actually worked and equal to a maximum,
attainable after ten years, of five times his annual fixed compensation as well as, in specific cases of
termination, two years of salary.
16.3 Internal Control Committee and Nominating and Compensation Committee
Internal Control Committee
The Internal Control Committee is composed of at least three independent directors (at present Mario Zibetti,
Chairman, Angelo Benessia and Hermann-Josef Lamberti) and its mission is to assist the Board of Directors in
discharging its own duties by providing it with advice and proposals on the reliability of the accounting system
and financial information; the Internal Control System; the choice and supervision of the work of the external
auditors; and supervision of the activities of the Internal Audit.
In particular, the Committee shall:
• Assist the Board of Directors in defining guidelines for the Internal Control System.
• Assist the Board of Directors with periodic audits of the appropriate and actual functioning of the Internal
Control System to ensure identification and proper handling of the principal risks faced by the company.
• Assess the operating plan prepared by the Compliance Officer and receive his/her periodic reports.
• Report to the Board of Directors on the adequacy of the Internal Control System at least once every six
months, at the time the annual report and first half report are approved.
53

• Assess the organizational position and ensure the actual independence of the Compliance Officer in the
performance of his/her duties in accordance with, among other things, Legislative Decree No. 231/2001
on the administrative liability of companies.
• Assess the Whistleblowings Management Procedure and, with the support of the Compliance Officer,
review the reports received with the aim of monitoring the adequacy of the Internal Control System.
• Assess, in collaboration with the Chief Administrative Officer and the external auditors: (a) the adequacy
of adopted accounting standards and (b) their uniformity in view of preparation of the consolidated
financial statements.
• With the assistance of the Chief Administrative Officer and the head of Internal Audit, assess the
proposals submitted by candidates for the position of external auditors and present to the Board of
Directors an opinion on the motion for retention of the external auditors to be submitted by the Board of
Directors to the Stockholders Meeting.
• Assess the audit operating plan and the results set forth in the audit report and letter of suggestions.
• Review, with the support of the Compliance Officer, proposals for the assignment of non-audit services to
the external auditors or other entities that have continued relationships with them. These services must
nevertheless be allowed under applicable norms and, if necessary, they shall be submitted for approval
by the Board of Directors with the favorable opinion of the Board of Statutory Auditors.
• Review with the external auditors issues connected with the financial statements of Fiat S.p.A. and of the
main companies of the Group.
• Assess the Internal Audit operating plan.
• Assess the position and organizational structure responsible for Internal Audit.
The Head of Internal Audit is empowered to make available to the Committee, on its request, the professional
resources of Fiat Revi and to retain, at the Company’s expense and on instruction of the Committee,
independent consultants identified by the Committee, to provide services on matters relating to its duties.
The Committee shall meet on convocation by its Chairman whenever he deems it appropriate, but at least once
every six months, or whenever the Chairman of the Board of Statutory Auditors or the Compliance Officer so
request.
The Statutory Auditors and the Compliance Officer shall participate in Committee meetings.
The Chief Executive Officer, the external auditors and Heads of Company functions of the Parent Company and
of subsidiaries shall participate in Committee meetings upon invitation by the Chairman of the Committee.
Nominating and Compensation Committee
The Nominating and Compensation Committee is currently comprised of the following directors: John Elkann
(Chairman), Flavio Cotti, Luca Garavoglia, Gian Maria Gros-Pietro and Daniel John Winteler.
The basic rules governing the composition, duties, and functioning of the Committee are provided in the Charter
of the Nominating and Compensation Committee. In particular, under these provisions, the Committee
expresses its opinions on proposals regarding the general compensation policies applicable to senior
management and appointment of the executive directors at the principal subsidiaries. It participates in the
definition and preparation of stock option plans to be submitted to the Board of Directors for approval and
prepares proposals to be submitted to the Board, in the absence of the interested parties, on the individual
compensation of the directors with particular offices.
16.4 Certification of compliance with corporate governance rules
The Issuer adopted and abides by the Corporate Governance Code, which is mentioned as a model in the
regulations issued by Borsa Italiana (Italian Stock Exchange) on corporate governance.
54

XVII. EMPLOYEES
17.1 Employees
At September 30, 2005, the Group had 174,183 employees, 13,600 more than the 160,549 employees at
December 31, 2004.
The increase with respect to December 31, 2004 is almost entirely due to changes in the scope of
consolidation. The consolidation of activities that had previously been transferred to the Fiat-GM Powertrain
joint-venture, the consolidation of Mako by Magneti Marelli and the sale of WorkNet largely account for this
change.
The following table shows the number of Fiat Group’s employees at December 31, 2002, 2003 and 2004, and at
September 30, 2005 broken down by Business Area.
Employees by Business Area (number) 2002 2003 2004
Automobiles (Fiat Auto, Maserati, Ferrari and Fiat Powertrain
Technologies)
55
At September
30, 2005
52,440 47,531 48,443 59,588
Agricultural and Construction Equipment (CNH) 28,528 26,825 25,746 25,598
Commercial Vehicles (Iveco) 38,113 31,511 30,771 32,643
Components and Production Systems (M. Marelli, Teksid, Comau) 46,270 44,810 43,767 45,714
Other Businesses (Services, Publishing and Communications,
Holding Companies and Other Companies)
12,994 11,560 11,822 10,640
Aviation (FiatAvio) 5,049 - - -
Insurance (Toro Assicurazioni) 3,098 - - -
Total 186,492 162,237 160,549 174,183
The following table shows the number of Fiat Group employees at December 31, 2002, 2003 and 2004, broken
down by geographical area:
Employees by Geographical area (number) 2002 2003 2004
Italy 87,789 73,553 71,329
Europe (excluding Italy) 51,733 44,870 42,879
North America 14,739 12,835 12,400
Mercosur 21,782 21,980 24,229
Other areas 10,449 8,999 9,712
Total 186,492 162,237 160,549
17.2 Shares held and stock options
Fiat shares held by Directors and Statutory Auditors at the date of this Prospectus are shown in the following
table:
First name and Last name Number of Fiat ordinary shares
Luca Cordero di Montezemolo 19,172
Sergio Marchionne 220,000
Cesare Ferrero 1
The top executives of the Issuer listed in Paragraph 14.1 as well as other senior managers members of the Fiat
Auto Steering Committee, following purchases that they made in coordination with each other to give proof of
the management team’s confidence in the Group’s turnaround, hold approximately 190,000 Fiat ordinary
shares.
The Issuer’s Board of Directors has approved stock option plans (the “Plans”) that have been made available to
an aggregate of approximately 900 managers at the Group’s Italian and foreign companies, specifically those

who have the title of “direttore” or who have been included in a management development program for highpotential
managers. The terms of the various stock option plans generally include the following:
• Options are granted to individual managers on the basis of objective parameters that take into account the
level of responsibility assigned to each individual, as well as his or her performance.
• If employment is terminated or an employee’s relationship with the Group is otherwise severed, options that
are not exercisable become null and void. However, vested options may be exercised within 30 days from
the date of termination, subject to certain exceptions.
• The option exercise price is determined based on the average price of ordinary shares on the Italian Stock
Exchange for the month preceding the option grant, and is subject to adjustment in certain circumstances
involving a change in the share capital of the company. The exercise price must be paid in cash upon
purchase of the underlying shares.
• The options are normally exercisable starting one year after they are granted and for a period of eight years
thereafter; however, during the first four years during which exercise is permitted, exercise is limited to
annual tranches, which are cumulative, of no more than 25% of the total number of options granted.
In consideration of the options that expired upon termination of employment, a total of 10,502,543 options for
the same number of treasury shares were outstanding at December 31, 2004, to be sold to the holders of the
options envisaged in the respective Stock Option Plan Regulations.
In addition, in 2004 the Board of Directors of the Company has resolved to grant to the Chief Executive Officer,
Mr. Sergio Marchionne, options for the purchase of 10,670,000 Fiat ordinary shares at the price of €6.583 per
share, exercisable from June 1, 2008, for a period expiring on January 1, 2011. In each of the first three years
following the date of the grant, Mr. Marchionne will acquire the right to purchase, with the exception of specific
cases of early termination, a maximum of 2,370,000 shares per year, all of which will be exercisable only from
June 1, 2008. The remaining one-third of the options to be granted, for the purchase of 3,560,000 shares, will
vest on June 1, 2008, subject to the satisfaction of certain predetermined profitability targets prior to that date.
XVIII. MAIN STOCKHOLDERS
18.1 Main Stockholders
The table below lists the stockholders who, on September 20 2005, held directly or indirectly 2% or more of the
Issuer’s voting stock. This information is based on the data entered in the Stockholders’ Register, official
communications received by the Company and other information available to the Company. The table also
includes those stockholders whose stake in the Issuer’s voting capital exceeded 2% before the Capital Increase
– and has decreased as a result of it – and which could again exceed said threshold if the stockholders involved
accept the Offer.
Stockholder Total ordinary
shares
56
% of the
ordinary stock
Number of
preference shares
% of the
voting stock
IFIL S.p.A. 328,333,447 30.06 31,082,500 30.06
Intesa Group 66,950,778* 6.13 401,260 5.63
Unicredito Italiano Group 63,608,016* 5.82 220,127 5.34
SanPaolo IMI Group 49,961,102* 4.57 668,421 4.23
Capitalia Group 41,620,723* 3.81 71,174 3.49
Banca Nazionale del Lavoro 29,928,545* 2.74 9,780 2.50
Monte dei Paschi Group 29,735,841* 2.72 154,110 2.50
Assicurazioni Generali Group 26,001,817 2.38 291,800 2.20
Lybian Arab Foreign Inv. Co. (Lafico) 21,670,105 1.98 1,046,935 1.90
Mediobanca S.p.A. 21,152,587 1.94 0 1.77
Merrill Lynch & Co. Inc. 8,764,377 0.80 0 0.73
* Number of shares includes the shares subscribed pursuant to Article 2441, paragraph seven, of the Italian Civil Code, deprived of voting
rights until expiration of the Offer, and shown in the table present in Section Two, Paragraph 3.4.

18.2 Special voting rights held by the principal stockholders
For a description of the rights granted to the Issuer’s various classes of stock, reference is made to Section
One, Chapter XXI, Paragraph 21.2. The principal stockholders listed in the table in Section One, Chapter XVIII,
Paragraph 18.1 do not have rights in addition to or other than those granted by law or the articles of association
to the respective class of stock.
The shares subscribed by the Banks are deprived of voting rights until expiration of this Offer.
18.3 Entity exercising control over the Issuer
At the date of this Prospectus, Giovanni Agnelli & C. S.a.p.az., through the subsidiaries IFI and IFIL, owns
30.06% of the ordinary stock of Fiat and 30.09% of the preference stock of Fiat. Giovanni Agnelli & C. S.a.p.az.
owns 100% of the ordinary stock of IFI. At the date of this Prospectus, IFI owns 63.6% of the ordinary stock of
IFIL.
Within the framework of the transaction announced on September 15, 2005 which enabled Giovanni Agnelli &
C. S.a.p.az. and IFIL to maintain their interest in the Issuer unaltered after the Capital Increase, the stockholder
IFIL communicated that it had resolved to sell to Merrill Lynch International all the option rights it is entitled to in
connection with this Offer.
Fiat is not subject to direction and coordination activities by companies or entities pursuant to Article 2497 of the
Italian Civil Code.
18.4 Agreements whose execution cause changes in the controlling structure of the Issuer after
publication of the Prospectus
As of the date of this Prospectus, the Company is aware of an agreement among the following stockholders:
IFI/IFIL, Assicurazioni Generali, Deutsche Bank and Imi Investimenti (SanPaolo IMI Group). It is also aware of
another agreement between IFIL and SanPaolo IMI involving cross ownership positions, as defined in Article
121 of the Consolidated Law on Financial Intermediation. These agreements were disclosed to CONSOB and
published pursuant to Article 122 of the Consolidated Law on Financial Intermediation. An abstract of said
agreements is available at the www.consob.it website.
As far as the Company knows, there are no agreements that could cause changes in the controlling structure of
the Issuer after publication of the Prospectus.
XIX. RELATED PARTIES
Transactions among Group companies, whether they are made to support vertical manufacturing integration or
to provide services, are carried out at terms that, considering the quality of the goods or services involved, are
competitive with those available in the marketplace.
The specific mission of a Group Sector is to provide services to other members of the Group through companies
which, because of their specialized nature, are able to achieve continuous improvements in quality and
economies of scale.
Within this framework, the main transactions between the Parent Company Fiat S.p.A. and its subsidiaries and
associated companies are summarized below:
• Licensing of the right to use the Fiat trademark, for a consideration based on a percentage of sales, to
Fiat Auto S.p.A.
• Services provided by Fiat management personnel to Fiat Auto S.p.A., Iveco S.p.A., Teksid S.p.A.,
Magneti Marelli Holding S.p.A., Comau S.p.A., Business Solutions S.p.A., C.R.F. Società Consortile per
Azioni, and other Group companies.
• Grant of suretyships and guarantees in connection with the issuance of billets de trésorerie (Fiat France
S.A.), bonds and credit lines (Fiat Finance and Trade Ltd and other Group companies), and to secure
bank loans (Fiat Auto S.p.A., Teksid S.p.A., Fiat Partecipazioni S.p.A., Fiat Automoveis S.A., Banco CNH
57

Capital S.A., CNH America LLC, and other Group companies), and payment obligations under building
rental contracts (Ingest Facility S.p.A., Fiat Auto S.p.A., Isvor Fiat Società consortile di sviluppo e
addestramento industriale per Azioni, Editrice La Stampa S.p.A., Fiat Automobil Vertriebs GmbH,
International Metropolitan Automotive Promotion (France) S.A., Fiat Motor Sales Ltd, and other Group
companies).
• Rental of buildings to Ingest Facility S.p.A. and Fiat Information & Communication Services società
consortile per azioni.
• Loans granted to Fiat Ge.Va. S.p.A.
• Purchase of support and consulting services provided by Fiat Gesco S.p.A. (corporate, fiscal and
administrative issues), KeyG Consulting S.p.A. (administration), Fiat Ge.Va. S.p.A. (financial services).
• Purchase of inspection and internal auditing services from Fiat Revi S.c.r.l.
• Purchase of information technology services provided by Global Value S.p.A. and eSPIN S.p.A.
• Purchase of external relations services provided by Fiat Information & Communication Services S.c.p.a.
• Purchase of office space, personal and real property maintenance services provided by Ingest Facility
S.p.A., and other general services provided by Fiat Servizi per l’Industria S.c.p.a.
• Purchase of personnel training services provided by Isvor Fiat S.c.p.a.
• Purchase of automobiles from Fiat Auto S.p.A.
Fiat S.p.A., as consolidating company, and almost all its Italian subsidiaries decided to comply with the fiscal
consolidated report according to articles 177/129 of the Italian Income Tax Consolidation Act.
Transactions with related parties to be mentioned include professional services rendered by Franzo Grande
Stevens (consultancies and activities performed in his capacity as secretary of the Board of Directors) to Fiat
S.p.A. for a total of 432 thousand euros in the first half of 2005).
Based on the information received from the various Group companies, there were no atypical or unusual
transactions during the first half of the year.
Among the most significant transactions among Group companies and with related parties, it is pointed out that,
as announced in April, the ownership of Maserati S.p.A. was transferred from Ferrari S.p.A. to Fiat
Partecipazioni S.p.A.
With regard to transactions with related parties for fiscal years 2002, 2003 and 2004 reference should be made
to the information published in the relevant Annual Reports.
XX. OPERATING AND FINANCIAL INFORMATION REGARDING ASSETS AND LIABILITIES.
FINANCIAL POSITION AND PROFIT AND LOSS OF THE GROUP
20.1 Operating and financial information of previous years
With regard to the operating and financial information of the fiscal years 2002, 2003 and 2004 reference should
be made to the Annual Reports published by the Issuer for fiscal 2002, 2003 and 2004, filed at the Issuer’s
headquarters and available at the www.fiatgroup.com website.
20.2 Pro-forma operating and financial information
The transaction object of this Prospectus does not require the preparation of pro-forma operating and financial
information.
20.3 Annual Reports
Annual Reports of the Issuer for the fiscal years 2002, 2003 and 2004 approved and published by the Issuer are
available at the Issuer’s headquarters and at the www.fiatgroup.com website.
20.4 Review of operating and financial information
The Annual Reports of the Issuer for the fiscal years 2002, 2003 and 2004 were audited by the External
Auditors.
58

The operating and financial information contained in this Prospectus regarding fiscal years 2002, 2003 and
2004 are taken from in the Issuer’s relevant Annual Reports which were audited by the External Auditors.
The operating and financial information contained in this Prospectus regarding results for the first half of 2005
are taken from the Issuer’s First-half Report at June 30, 2005, which was subjected to limited review by the
External Auditors, as prescribed by regulations currently in force.
The operating and financial information contained in this Prospectus regarding results for the third quarter of
2005 are taken from the Issuer’s Third Quarter 2005 Report, which was not subjected to limited review by the
External Auditors, as prescribed by regulations currently in force.
Furthermore, the independent auditor has audited the reconciliations from Italian Accounting Standards to IFRS
of the financial statement balances at January 1 and December 31, 2004, as well as the reconciliations of the
operating balances for fiscal 2004, accompanied by the relative notes, which were the source for the operating
and financial information provided in this Prospectus.
20.5 Date of the latest operating and financial information
The Annual Report at December 31, 2004 (complete review) and the First-half Report at June 30, 2005 (limited
review) were the latest operating and financial information of the Issuer to be subjected to audit review
(complete or limited review).
20.6 Interim financial information and other financial information
The consolidated first half report on the first half of 2005 and the third quarter 2005 report of the Issuer, to which
the reader is referred, were approved by the Issuer’s Board of Directors on September 15 and October 26,
2005, respectively. They were published by the Issuer and are available at the Issuer’s headquarters and on the
www.fiatgroup.com website.
20.7 Dividends policy
The distribution of net income as reported on the annual financial statements is proposed by the Board of
Directors and subject to resolution and approval by the Ordinary Stockholders Meeting of the Issuer. The
provisions of Article 20 of the Fiat Articles of Association must be complied with for the distribution of net income
(see Section One, Chapter XXI, Paragraph 21.2).
Dividends distributed in the past few years
The net losses recorded in the fiscal years 2002, 2003 and 2004 prevented the Issuer from distributing
dividends to stockholders for said fiscal years.
20.8 Lawsuits and arbitration proceedings
The parent company and certain of its subsidiaries are parties to various lawsuits and controversies. However,
it is believed that the resolution of these controversies will not generate significant liabilities for which specific
risk reserves have not already been set aside.
20.9 Significant changes in the financial or commercial situation of the Issuer
Without prejudice to what is set forth in the Issuer’s first-half report at June 30, 2005 and third quarter 2005
report, no significant changes in the financial or commercial situation of the Group occurred after December 31,
2004.
As regards significant events occurred after September 30, 2005 see Section One, Chapter XII.
59

XXI. SUPPLEMENTAL INFORMATION
21.1 Capital stock
Issued and Authorized Capital
The capital stock, fully paid-in, of the Issuer, at the date of this Prospectus amounts to 6,377,257,130 euros and
consists of:
• 1,092,246,316 ordinary shares
• 103,292,310 preference shares
• 79,912,800 savings shares
all with a par value of 5 euros each.
With reference to the capital stock, it should be borne in mind that:
• Pursuant to resolutions passed by the Board of Directors on December 10, 2001 and June 26, 2003, the
capital may be further increased for consideration for a maximum of 82 million euros, with the issuance of
a maximum of 16,377,292 ordinary shares at a par value of 5 euros each on February 1, 2007, following
exercise of the residual “FIAT ordinary share warrants 2007” issued as part of the capital increase of
February 2002 and still outstanding. It should be recalled that Fiat reserved the right to pay the warrant
holders in cash, starting on January 2, 2007, in lieu of the shares to be issued (Shares in Exchange for
Warrants), for the difference between the arithmetic average of the official market price of Fiat ordinary
shares in December 2006 and the warrant exercise price, unless this difference exceeds the maximum
amount set and previously communicated by Fiat, in which case the holder of the warrants may opt to
subscribe to the Shares in Exchange for Warrants.
• Pursuant to the resolution by the Extraordinary Stockholders Meeting on September 12, 2002, the Board
of Directors has the right to increase the capital one or more times by September 11, 2007, up to a
maximum of 8 billion euros.
At December 31, 2004 the fully paid-in capital stock amounted to 4,918,113,540 euros. The increase of
1,459,143,590 euros was executed on September 20, 2005 through the issue of 291,828,718 ordinary shares
which were issued and subscribed on the basis of the resolution passed by the Issuer’s Board of Directors on
September 15, 2005 that was adopted in accordance with article 2441, paragraph seven, of the Italian Civil
Code on the basis of which the shares will be offered in option to stockholders.
Evolution of Capital Stock
The capital stock of the Issuer underwent the following changes in the period to which the financial information
contained in this Prospectus refers:
• On February 21, 2002 the capital was increased from 2,753,025,000 euros to 3,082,128,000 euros
through the issuance of 65,820,600 ordinary shares at a price of 15.5 euros each offered in option to
stockholders in the ratio of 3 new ordinary shares and 3 “FIAT ordinary share warrants 2007” every 25
shares of any class held;
• On August 29, 2003 the capital was increased to 4,918,113,540 euros through the issuance of
367,197,108 ordinary shares at a price of 5.00 euros each offered in option to stockholders in the ratio of 3
new ordinary shares every 5 shares of any class held;
• On September 20, 2005 a capital increase to 6,377,257,130 euros was executed as described in this
Prospectus.
Treasury Stock
As of the date of this Prospectus, the Issuer treasury stock consisted of 4,331,708 Fiat ordinary shares.
60

Other rights and/or obligations on the capital stock
Except for what is envisaged by this Paragraph, there does not exist any commitment to increase the Issuer’s
capital stock.
21.2 Memorandum of Association and Articles of Association
Company Object
On the basis of Article 3 of the Issuer’s Articles of Association (the “Articles of Association”), the objects of the
Company are: the carrying out, through wholly or partially owned companies or other entities, or directly, of
activities relating to the passenger and commercial vehicles, transport, mechanical engineering, agricultural
equipment, energy and propulsion industries, as well as any other manufacturing, commercial, financial or other
activities and services.
In order to achieve the above objects and within their scope the Company may:
• operate, among others, in the mechanical, electrical, electromechanical, thermomechanical, electronic,
nuclear, chemical, mining, steel and metallurgical industries, as well as in the fields of
telecommunications, civil, industrial and agricultural engineering, publishing, information services, tourism
and other activities in the field of services;
• acquire shareholdings and equity interests in companies and enterprises of any kind and form; purchase,
sell and place shares, quotas and bonds;
• finance wholly or partially owned companies and entities, and carry on the technical, commercial,
financial and administrative coordination of their activities;
• acquire, in its own interest and in the interests of wholly or partially owned companies and entities,
ownership of rights on intangible assets providing for their use by such companies and entities;
• promote and ensure the performance of research and development activities, as well as the use and
exploitation of the results thereof;
• carry out, in its own interest and in the interests of wholly or partially owned companies and entities, any
transaction whatsoever concerning personal and real property, finance, trade, and association including
loans and financing in general and granting, also in favor of third parties, of guarantees, suretyships and
warranties, secured and unsecured by mortgage.
Board of Directors
Following is a brief description of the provisions of the Articles of Association concerning the duties, composition
and the functioning of the Company’s Board of Directors:
• Pursuant to Article 11 of the Articles of Association, the Company is managed by a Board of Directors
consisting of a number varying from nine to fifteen members, as determined by the Stockholders Meeting.
No one over the age of 75 shall be appointed as a Director. The appointment, revocation, expiration of the
term of office, replacement or lapsing of Directors is governed by the applicable statutes. However, if as a
result of resignations or other reasons the majority of the Directors elected by the Stockholders Meeting is
no longer in office, the term of office of the entire Board of Directors will be deemed to have expired, and a
Stockholders Meeting will be convened on an urgent basis by the Directors still in office for the purpose of
electing a new Board of Directors.
• Pursuant to Article 12 of the Articles of Association, the Board of Directors shall appoint from among its
members a Chairman, a Vice Chairman, if deemed advisable, and one or more Chief Executive Officers. In
the case of the absence or incapacity of the Chairman, the Vice Chairman, if appointed, will assume his
functions. The Board of Directors may set up an Executive Committee and/or other Committees with
specific functions and tasks, fixing its/their composition and operating procedures. More specifically, the
Board of Directors shall establish a Committee to supervise the Internal Control System and Committees
for the nomination and compensation of Directors and senior managers with strategic responsibilities. The
61

Board of Directors may also appoint one or more Chief Operating Officers and may designate a Secretary,
who need not be a member of the Board.
• Pursuant to Article 13 of the Articles of Association, meetings of the Board of Directors are convened by
the Chairman at least once every quarter and whenever the Chairman deems it appropriate, or when
requested by at least three Directors or by one of the Directors to whom powers have been delegated. The
Board of Directors can also be called, after the Chairman has been informed, by at least two statutory
auditors. Meetings are called by written notice, containing all elements necessary for the discussion, to be
sent at least five days before the day on which the meeting is to be held, except in cases of urgency.
Meetings are presided over by the Chairman or, in his absence, by the Vice Chairman, if appointed; in their
absence the Chair shall be taken by another Director designated by the Board.
• Pursuant to Article 14 of the Articles of Association, the Board's resolutions shall be valid if the majority of
Directors in office are present. Resolutions are passed by an absolute majority of votes of the Directors
present. In the case of a tie, the Chairman of the meeting shall have the casting vote.
• Pursuant to Article 15 of the Articles of Association, the Board is vested, without any limitation, with full
powers for the ordinary and extraordinary management of the Company, with the authority to carry out all
transactions, including disposals, deemed appropriate to achieve the Company's purposes, excluding and
excepting none, apart for those transactions which are reserved by law to the competence of the
Stockholders Meeting.
In addition to the power to issue nonconvertible bonds, the Board of Directors is also authorized to adopt
resolutions concerning:
- The absorption and demerger of companies, when specifically allowed by law;
- The opening or closing of secondary offices;
- The designation of Directors empowered to represent the Company;
- The reduction of capital stock when stockholders exercise the right to have their shares redeemed;
- The amendment of the Articles of Association that reflect changes in the law;
- The transfer of the Company’s registered office to another location in Italy.
Board of Statutory Auditors
Following is a brief description of the provisions of the Articles of Association concerning the duties, composition
and the functioning of the Company’s Board of Statutory Auditors:
• Pursuant to Article 17 of the Articles of Association, the Board of Statutory Auditors is composed of 3
regular members and 3 alternate members. The minority has the right to appoint one regular and one
alternate auditor. All statutory auditors must be entered in the register of auditors and possess at least
three years’ experience as a statutory account auditor.
The Board of Statutory Auditors is appointed on the basis of lists presented by stockholders on which
candidates are listed in numerical order. The list consists of two sections: one for candidates to the office
of regular auditor, the other for candidates to the office of alternate auditor. Only those stockholders who,
alone or with others, hold in total voting shares representing at least 1% of the ordinary shares have the
right to present lists of candidates. No single stockholder, nor stockholders belonging to the same group,
can present, even by means of third parties or a trustee company, more than one list, nor can they vote for
different lists. Each candidate can be present in one list only, otherwise he will be considered ineligible.
Candidates who already serve as Statutory Auditors in five other publicly traded companies, not counting
the controlling companies and subsidiaries of Fiat S.p.A., or fail to meet the requirements of integrity,
professionalism and independence set forth in the pertinent statute and this article may not be included in
lists of candidates. Statutory Auditors whose term of office has expired may be reelected.
The statutory auditors are elected as follows:
1. two regular auditors and two alternate auditors are drawn from the list that has obtained most votes at
the Stockholders Meeting, on the basis of the numerical order under which they appear in each section
of the list;
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2. the remaining regular auditor and the other alternate auditor are drawn from the second list that has
obtained most votes at the Stockholders Meeting, on the basis of the numerical order under which they
appear in each section of the list.
The chairmanship of the Board of Statutory Auditors will go to the first candidate from the list that has
obtained most votes.
Should it be impossible to proceed with the appointment according to the above described system, the
Stockholders Meeting shall resolve by relative majority.
Where the requirements of the law or company articles are not met, the statutory auditor forfeits his office.
In the event of a statutory auditor being replaced, the first alternate auditor, if available, belonging to the
same list as the auditor being substituted and after having confirmed the existence of the prescribed
requirements, will join the Board for the remainder of the auditors’ term of office. In the event of a
replacement of the Chairman, the office will be taken over by the other regular statutory auditor belonging
to the same list.
Prior conditions in matters of the appointment of statutory auditors do not apply to Statutory Meetings that
have to appoint alternate auditors in the case only one auditor has remained in office. In such cases, the
Stockholders Meeting resolves by relative majority.
Legal representation
Pursuant to Article 16 of the Articles of Association, the representation of the Company is invested in the
Directors who serve as Chairman of the Board, Vice Chairman and Chief Executive Officer, separately, for the
execution of the resolutions of the Board of Directors and in legal proceedings, as well as for the execution of
the powers conferred on them by the Board. The Board of Directors may also delegate to other Directors the
power granted to it to represent the Company vis-à-vis third parties and in legal proceedings.
Independent Audits
Pursuant to Article 18 of the Articles of Association, independent audits are performed by external auditors who
meet statutory requirements.
Shares
Pursuant to Article 6 of the Articles of Association, ordinary and preference shares are registered shares.
Savings shares can be either bearer or registered shares, at the option of their holder or as required by law. All
shares are issued in dematerialized form.
Each share conveys the right to a proportionate share of the earnings available for distribution and of the
residual net assets upon liquidation, without harming the rights of preference and savings shares.
Each ordinary share conveys the right to vote without any restrictions whatsoever. Each preference share
conveys the right to vote only on issues that are within the purview of the Extraordinary Stockholders Meeting
and on resolutions concerning Regulations for Stockholders Meetings. Savings shares are not entitled to vote.
When the capital stock is increased, the holders of each class of shares have the right to receive a
proportionate number of newly issued shares of the same class, or of another class (or classes) if shares of the
same class are not available or their number is insufficient.
The Company’s capital stock may also be increased by issuing ordinary and/or preference and/or savings
shares in exchange for the contribution of assets or the cancellation of accounts payable.
Resolutions authorizing the issuance of new preference or savings shares with the same characteristics as
those already outstanding in connection with capital increases and the conversion of shares into shares of
another class do not require further approval by Special Stockholders Meetings.
If the savings shares are delisted, they shall be transformed into registered shares if originally bearer shares,
and they shall have the right to a higher dividend increased by 0.175 euros, rather than 0.155 euros, with
respect to the dividend received by the ordinary and preference shares.
If the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the
dividend received by ordinary and preference shares shall be increased by 0.2 euros per share.
The outlays needed to safeguard the common interests of the holders of preference and savings shares, which
are financed with reserves established for that purpose by the respective Special Stockholders Meetings, shall
be borne by the Company up to a maximum annual amount of 30,000 euros for each class of shares.
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Furthermore, on the basis of Article 20 of the Articles of Association, the net income for the year resulting from
the annual financial statements shall be allocated as follows:
• to the Legal Reserve, 5% of net income until this reserve reaches one fifth of the capital stock;
• to savings shares, a dividend of up to 0.31 euros per share;
• to the Legal Reserve (additional allocation), to the Extraordinary Reserve and/or to retained earnings,
such allocations as shall be decided by the Stockholders Meeting;
• to preference shares, a dividend of up to 0.31 euros per share;
• to ordinary shares, a dividend of up to 0.155 euros per share;
• to savings shares and ordinary shares, in equal proportions, an additional dividend of up to 0.155 euros
per share;
• to each ordinary, preference and savings shares, in equal proportions, the balance of the net income
which the Stockholders Meeting resolves to distribute.
When the dividend paid to savings shares in any year amounts to less than 0.31 euros, the difference shall be
added to the preferred dividend to which they are entitled in the following two years. In case of modification of
the par value of shares, the abovementioned amounts will be on a pro-rata basis.
Dividends not collected within five years from the day they became payable shall be forfeited to the benefit of
the Company.
The right of stockholders to have their shares redeemed is governed by the applicable statute, it being
understood that this right is not available to stockholders who, either because absent or dissenting, did not vote
in support of resolutions extending duration or introducing or removing restrictions on the circulation of shares.
The terms and procedures for the exercise of this right, the criteria used to determine share values and the
share redemption process are governed by the applicable statute.
The stockholders domicile, for all matters concerning his or her relationship with the Company, is that recorded
in the book of stockholders.
Stockholders Meeting
The Stockholders Meeting may be convened at the Company’s Registered Office, or elsewhere in Italy, by
means of a Notice published within statutory deadlines in the newspapers La Stampa and Il Sole 24 Ore or, if
both these newspapers are not published, in the Official Gazette of the Republic of Italy. The Notice may
provide for a second call and, in the case of Extraordinary Stockholders Meetings only, a third call.
Since the company is required to prepare consolidated financial statements, it must convene an Ordinary
Stockholders Meeting within 180 days after the end of the fiscal year.
A Stockholders Meeting may also be convened whenever the Board of Directors deems it appropriate and must
be convened when required by law.
Stockholders who are entitled to vote may attend the Meeting or be represented at it pursuant to law if they
have obtained certification from an authorized intermediary, and if this has been communicated to the Company
ahead of time in accordance with the applicable statute. This certificate must attest to their right to attend the
Meeting and to the deposit of their dematerialized shares at least two non-holidays before the Meeting.
Stockholders may attend Meetings from multiple contiguous or remote locations that are linked by means of
telecommunication systems, acting in accordance with the rules of collegiality, the principles of good faith and
equal treatment for all stockholders.
In such cases:
• The Notice of the Stockholders Meeting must list the audio/video linkup locations where the attendees
can convene, and the Meeting will be deemed to have been held at the location where the Chairman
and the person drawing up the Minutes of the Meeting are present;
64

• The Chairman of the Meeting, using the resources of his/her office, or the officers of the Meeting who
are present at the various linkup locations, shall ensure that the meeting is duly convened, ascertain
the identity of the attendees and their right to attend the Meeting, manage the Meeting and verify the
results of any votes;
• The person drawing up the Minutes of the Meeting must be able to adequately hear and see
sufficiently well any Meeting developments that require inclusion in the Minutes;
• The attendees must be allowed to participate in the discussion and cast votes simultaneously on the
items on the Agenda.
Resolutions adopted by the Stockholders Meeting pursuant to law and these Articles of Association are binding
on all stockholders, including those who are absent or dissenting.
Ordinary Meetings are properly constituted on first call by the attendance of stockholders representing at least
one half of the capital stock entitled to vote; on second call, by the attendance of stockholders representing any
portion of the capital stock entitled to vote. Resolutions are always adopted by an absolute majority of the votes,
except for the election of Directors, which requires only a relative majority, and the election of Statutory
Auditors, which is governed by the provisions of Article 17 of the Articles of Association.
An Extraordinary Stockholders Meeting is duly convened, on the first call, if stockholders representing at least
half of the voting capital are present. On the second call and third call, the stockholders in attendance must
represent more than one-third and at least one-fifth, respectively, of the voting capital.
An Extraordinary Stockholders Meeting can adopt a resolution, on the first, second and third call, with the
favorable vote of at least two-thirds of the capital represented at the Meeting.
The foregoing provisions have no effect on special majorities required pursuant to law or on the provisions that
govern Special Meetings for holders of shares of a single class.
Special Provisions
The Articles of Association do not envisage provisions that might delay, postpone, or prevent a change in the
controlling structure of the Issuer.
The Articles of Association do not contain provisions governing the threshold of stock ownership above which
public notice must be made of the percentage of stock owned. The Issuer is subject to the statutory rules
envisaged in the Consolidated Law on Financial Intermediation and related regulations.
The Articles of Association do not contain conditions governing changes in capital stock that are more restrictive
than statutory conditions. Moreover, pursuant to Article 21 of the Articles of Association, the right of withdrawal
is regulated by law, without prejudice to the fact that the stockholders who did not vote for resolutions regarding
extension of the deadline and introduction or removal of restrictions on the circulation of shares do not enjoy the
right of withdrawal. The terms and conditions for exercising the right of withdrawal, the principles for
determining the value of shares, and the procedure for liquidation thereof are regulated by law.
XXII. SIGNIFICANT CONTRACTS
Relations with General Motors
On February 13, 2005 the Boards of Directors of Fiat and General Motors approve a contract to terminate the
Master Agreement and related joint ventures between the two companies.
Under the terms of this agreement, GM paid Fiat 1.56 billion euros to terminate the Master Agreement, including
the cancellation of the put option and the unwinding of the joint ventures. In more detail, the agreement includes
the following items: (i) GM will pay to Fiat 1.56 billion euros; (ii) GM will return its 10% stake in Fiat Auto
Holdings B.V. to Fiat; (iii) GM will own 50% of the Bielsko Biala, Poland, plant which manufactures the 1.3 liter
Diesel engine as well as 50% of the related intellectual property; (iv) GM will co-own JTD engine technology
while continuing to take most of its European requirements from the Fiat plant in Pratola Serra (notwithstanding
co-ownership of the intellectual property rights, GM cannot manufacture JTD Diesel engines outside Europe
that are to be exported to Europe); (v) Both Fiat and GM will continue to support the joint development of
65

existing platforms; (vi) Fiat will continue to sell engineering support to GM for the development of diesel
technology. The Parties executed the agreement in accordance with its terms.
Ferrari
A summary is presented below of the rights arising from the purchase in 2002 of 34% of the capital stock of
Ferrari S.p.A. for 775 million euros by Mediobanca S.p.A., within the framework of a consortium set up for the
acquisition and placement of the Ferrari shares. Fiat realized a gain of 671 million euros on this sale, net of
selling expenses. The sale contract sets out the following principal elements:
• Mediobanca assumed the responsibility of sole Global Coordinator in charge of coordinating and
leading the consortium.
• Mediobanca cannot sell its Ferrari shares to another group in the automobile industry for as long as the
Fiat Group maintains a 51% controlling interest in Ferrari. Barring certain specific assumptions, the Fiat
Group can not reduce its investment in Ferrari below 51% until the end, depending on the case, of the
third or fourth year subsequent to signing the contract.
• Fiat holds a call option that allows it to repurchase the Ferrari shares at any time before June 30, 2006,
except during the five months subsequent to the presentation of an IPO application to the competent
authorities. The option exercise price is equal to the original price at which the shares were sold plus
interest during the period based on the BOT yield plus 4%.
• Mediobanca, moreover, does not hold any put option to resell the purchased Ferrari shares to Fiat,
even in the event that the IPO does not occur or is not completed.
• Fiat may share, in declining percentages, in any gain realized by Mediobanca and the other members
of the consortium in the event of an IPO.
Teksid
Teksid S.p.A. is party to a Put and Call contract with the partner Norsk Hydro concerning the subsidiary
Meridian Technologies Inc. (held 51% by the Teksid Group and 49% by the Norsk Hydro Group). In particular,
should there be a strategic deadlock in the management of the company during the joint venture period (namely
in all those cases in which a unanimous vote in favor is not reached by the directors of the board as regards
certain strategic decisions disciplined by the contract between the stockholders such as amendments to the
Articles of Associations, unwinding of the company, disposal of significant assets and other events of particular
corporate significance), the following rights would arise:
• Put Option of Norsk Hydro with Teksid on the 49% holding: the sale price would be commensurate with
the initial investment made in 1998 (approximately 119 million euros), revalued pro rata temporis, net of
dividends paid.
• Call Option of Teksid with Norsk Hydro on the 49% holding (exercisable whenever Norsk Hydro
renounces its right to exercise the Put Option described above): the sale price would be the higher
value between the initial investment made by Norsk Hydro in 1998, calculated according to the criteria
expressed previously, and 140% of the Fair Market Value determined by an independent expert (in this
regard, an increase of 2% per year is established in the event the option is exercised from the start of
2008 until 2013, thus up to 150% of the relative value).
It should be pointed out that so far the conditions that would give rise to the strategic deadlock are considered
to be quite remote.
Fiat S.p.A. is party to a put contract with Renault (in reference to the original investment of 33.5% in Teksid,
now 19.52%).
In particular, Renault would acquire the right, to which it is entitled as long as it maintains its investment, to
exercise an option to sell its investment to Fiat, in the following cases:
• in the event of nonfulfillment in the application of the protocol of the agreement or admission to
receivership or any other redressment procedure;
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• in the event Renault’s investment in Teksid falls below 15%, either due to its will or to objective
circumstances, or Teksid decides to invest in a structural manner outside the foundry sector;
• should Fiat be the object of the acquisition of control by another car manufacturer.
• The exercise price of the option is established as follows:
− for 6.5% of the share capital of Teksid (approximately 63 million euros), the initial investment price
increased pro rata temporis;
− for the remaining amount of share capital of Teksid, the share of the accounting net equity at the
exercise date.
Fidis Retail Italia (FRI)
Fidis Retail Italia S.p.A. (“FRI”) was set up in 2003 to take over the European activities of the Automobile Sector
in the area of consumer financing for retail automobile purchases. To this end, those activities performed by
various companies operating in different countries in Europe were gradually sold to FRI, after obtaining the
necessary authorizations from the local regulatory agencies. As envisaged by the Framework Agreement
signed on May 27, 2002 by Fiat and the “Lending Banks” (Capitalia, Banca Intesa, SanPaolo IMI and later
Unicredito Italiano), on May 27, 2003, the Fiat Group sold 51% of FRI’s shares and, as a result, the relative
control, to Synesis Finanziaria S.p.A., an Italian company held equally by the four Banks, at the price of 370
million euros. This transaction led to a loss of 15 million euros that had already been set aside in a specific
reserve for risks in the consolidated financial statements at December 31, 2002, based upon the binding
agreements signed by the parties at that time. Put and Call rights are envisaged, which can be summarized as
follows:
• Call Option by Fiat Auto to purchase 51% of Fidis Retail Italia, held by Synesis Finanziaria, exercisable
quarterly (in January, April, July and October) up to January 31, 2008 (initially up to January 31, 2006,
before the extension agreed on February 4, 2005) at a price determined according to the exercise
period (in any case higher than the sale price) plus additional payments net of any distributions.
• Synesis Finanziaria’s right to require Fiat Auto to exercise the above purchase option on 51% of Fidis
Retail Italia if, by January 31, 2008 (January 31, 2006, before the above mentioned extension) there is
a change in control of Fiat or Fiat Auto (also through the sale of a substantial part of the companies
owned by Fiat Auto or one of its brands Fiat, Alfa and Lancia) as set forth in the relative stockholders
agreement between Fiat Auto, Synesis Finanziaria and the four lending banks.
• So-called “tag along” option on behalf of Synesis Finanziaria (i.e Synesis Finanziaria’s right of co-sale)
if the same events referred to in the preceding point occur after January 31, 2008 (originally January
31, 2006).
• So-called “drag along” option on behalf of Fiat Auto (i.e. Synesis Finanziaria’s obligation of co-sale if
requested by Fiat Auto) in the event of the sale of the investment after January 31, 2008 (January 31,
2006, before the above mentioned extension).
Iveco / Barclays
During the first half of 2005, Iveco and Barclays Asset and Sales Finance finalized an alliance to combine their
respective strengths by creating Iveco Finance Holdings, a new venture that will provide commercial vehicle
financing and leasing solutions to Iveco customers in France, Germany, Italy, Switzerland and the UK. Iveco
transferred certain of its financing subsidiaries to Iveco Finance Holdings. Barclays acquired a 51% controlling
stake in such company for a consideration of 119 million euros. Iveco will hold the remaining 49%.
The purpose of IVECO Finance Holdings is to provide Iveco’s customers with competitive commercial vehicle
financing by combining Barclays’ strength and competitiveness in the financing business with Iveco’s expertise
in the research, development, design, manufacture and sales and marketing of commercial vehicles.
Barclays Asset and Sales Finance already has a strong presence in many of Iveco’s principal markets and
Iveco Finance Holdings will provide opportunities for further expansion of existing operations as well as the
67

development of new markets. It also serves Barclays strategic aim of developing retail and commercial banking
activities in selected markets outside the UK.
The new company will maintain the operational and business structure of Iveco’s previous captive financing
company. It will offer hire purchase, finance leasing and long-term contract hire solutions to Iveco dealers, large
fleets and retail customers in France, Germany, Italy, Switzerland and the United Kingdom. As of December 31,
2004, Iveco Finance Holdings managed a fleet of 88,700 financed units, representing a managed outstanding in
excess of 2 billion euros.
XXIII. INFORMATION PROVIDED BY THIRD PARTIES, EXPERT OPINIONS, AND CERTIFICATIONS
OF INTEREST
23.1 Third party opinions attached to Section One of this Prospectus
In this Prospectus there are no expert opinions or reports.
23.2 Statement related to information deriving from third parties in Section One of this Prospectus
The operating and financial information contained in this Prospectus with regard to 2002, 2003 and 2004 are
taken from the consolidated financial statements of the Issuer, while the operating and financial information
contained in this Prospectus with regard to the first half of 2004 and the first half of 2005 and the third quarter
and first nine months of 2004 and 2005 are taken from the respective first-half and quarterly reports of the
Issuer.
All the information contained in this Prospectus was provided by the Issuer or by Group Companies. This
Prospectus contains no information provided by third parties not belonging to the Group.
XXIV. DOCUMENTS ACCESSIBLE TO THE PUBLIC
The Issuer points out that the following documents (or copies of them) are available at the Company’s
Headquarters, Via Nizza 250, Turin, and at the www.fiatgroup.com website:
a) the Articles of Association of the Issuer;
b) the 2002, 2003 and 2004 annual reports including the reports on operations, the consolidated and
statutory financial statements, the reports of the external auditors and of the statutory auditors;
c) the quarterly and first-half reports for fiscal 2002, 2003, 2004 and 2005;
d) the resolutions of the Extraordinary Stockholders Meeting of the Issuer of September 12, 2002 and of
the Board of Directors of September 15, 2005.
XXV. INFORMATION ON EQUITY INVESTMENTS
The information contained in this Prospectus refers to the Fiat Group as a whole and to its areas and sectors of
activity. It is not therefore necessary to include information on the single companies controlled by the Issuer.
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Section Two
I. INFORMATION ON THE PARTIES RESPONSIBLE FOR SECTION TWO OF THE PROSPECTUS
1.1 Parties Responsible for Section Two of the Prospectus
The following parties assume responsibility for the completeness and truthfulness of the figures and information
contained in this Section of the Prospectus, but only for and limited to their respective applicable parts.
PARTY RESPONSIBLE APPLICABLE PARTS
Fiat S.p.A.,
with registered office in Turin, Via Nizza n. 250
Capitalia S.p.A.,
with registered office in Rome, Via Marco Minghetti n. 17
Banca Intesa S.p.A.,
with registered office in Milan, Piazza Paolo Ferrari n. 10
San Paolo IMI S.p.A.,
with registered office in Turin, Piazza San Carlo n. 156
UniCredit Banca d’Impresa S.p.A.,
with registered office in Verona, Via Garibaldi n. 1
Banca Nazionale del Lavoro S.p.A.,
with registered office in Rome, Via Vittorio Veneto n. 119
Banca Monte dei Paschi di Siena S.p.A.,
with registered office in Siena, Piazza Salimbeni n. 3
ABN AMRO Bank N.V.,
with registered office in Amsterdam, Gustav Mahlerlaan 10,
and with a branch office in Milan, via Meravigli n. 7
69
Entire Section Two
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1

Banca Toscana S.p.A.,
with registered office in Florence, Via del Corso n. 6
BNP Paribas Succursale Italia,
with registered office in Milan, Piazza San Fedele n. 2
1.2 Certification of liability
Certifications of liability are provided at the end of this Prospectus.
II. RISK FACTORS
70
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
Applicable parts of Section Two:
Chapter II and Paragraphs: 3.3; 3.4;
4.1; 4.2; 4.3; 4.4; 4.5; 4.7; 4.8; 5.1; 5.2,
letter a); 5.3; 5.4; 6.2; 6.3; 7.1; 7.2; 7.3;
8.1
The information on the significant risk factors affecting the financial instruments covered by the Offer is found in
the Paragraph “Risk factors associated with the financial instruments” of the Section entitled “Risk Factors”, to
which the reader is referred.
III. BASIC INFORMATION
3.1 Certification of cash flows
The Issuer certifies that, in its opinion, its cash flows are sufficient to meet its current financial needs.
The information on Group cash flows is contained in Section One, Chapter X, Paragraph 10.2. of the
Prospectus.
3.2 Stockholders’ equity and net debt
At September 30, 2005, the stockholders’ equity of the Group totaled 9,277 million euros and net debt totaled
19,105 million euros (of which 4,658 million euros for industrial activities).
The financial payables of the Fiat Group backed by secured guarantees totaled 685 million euros at September
30, 2005 and 2,510 million euros at December 31, 2004. Approximately 1.8 billion euros of this reduction refer
to the financing secured as part of the Italenergia Bis S.p.A. transaction, extinguished in September 2005, as
described in Section One, Chapter XII of the Prospectus.
3.3 Interests of natural persons and legal entities participating in the issuance of the Shares and the
Offer
The Shares involved in the Offer are owned by the Banks, which subscribed them on September 20, 2005
pursuant to Article 2441, paragraph seven, of the Italian Civil Code, with the obligation, pursuant to Article 2441,
paragraph seven, of the Italian Civil Code, to offer them in option to shareholders of the Issuer. Each Bank has
its own specific interest in the Offer, insofar as the proceeds from the Offer will be owed on a per-share basis to
each Bank, and each Bank will acquire full disposition on a per-share basis of the Shares for which the option
right is not exercised.
Furthermore, the Banks have, or in the last three years have had significant relationships with the Fiat Group
(see Section Two, Paragraph 7.1) and may have other direct interests in the Offer, insofar as some of them or
certain companies belonging to their respective groups are issuers of financial instruments (covered warrants,
certificates) connected with the shares of the Issuer.

3.4 Reasons for the Offer and use of proceeds
The Offer originates from the Mandatory Convertible Facility Agreement, pursuant to which the Issuer’s debt of 3
billion euros in principal to the Banks was reimbursed on the September 20, 2005 due date with newly issued
ordinary shares of Fiat stock.
Consequently, on September 20, 2005 each Bank subscribed, pursuant to Article 2441, paragraph seven, of the
Italian Civil Code, the number of shares shown in the following table.
Subscribing Bank Number of Shares subscribed pursuant to Article
2441, paragraph seven, of the Italian Civil Code
Banca Intesa S.p.A. 63,229,555
Capitalia S.p.A. 41,342,402
SanPaolo IMI S.p.A. 38,910,496
UniCredit Banca d’Impresa S.p.A. 60,797,649
Banca Nazionale del Lavoro S.p.A. 29,182,872
Banca Monte dei Paschi di Siena S.p.A. 24,319,060
ABN AMRO Bank N.V. 14,591,436
BNP Paribas S.A. 14,591,436
Banca Toscana S.p.A. 4,863,812
Total 291,828,718
The debt of each Bank subscribing the Shares was therefore offset by the credit claimed by each of them vis-àvis
the Company for the corresponding amount of the Mandatory Convertible Facility Agreement.
The funds deriving from the Capital Increase fully offset the principal of the loan owed by Fiat to the Banks under
the Mandatory Convertible Facility Agreement.
IV. INFORMATION ON THE FINANCIAL INSTRUMENTS TO BE OFFERED
4.1 Class of shares issued
Fiat S.p.A. ordinary shares are the object of this Offer.
4.2 Statutes according to which the Shares were created
The Shares were created pursuant to Italian law. In particular, they were issued and subscribed pursuant to
Article 2441, paragraph seven, of the Italian Civil Code.
4.3 Characteristics of the Shares
The Shares are newly issued Fiat ordinary shares with the same characteristics of those already outstanding
and with regular rights of enjoyment. The Shares are registered, issued in dematerialized form on the central
depository system of Monte Titoli S.p.A., and listed for trading on the Mercato Telematico Azionario (MTA) of
Borsa Italiana (ISIN code IT0001976403).
4.4 Issue currency of Shares
The issue currency of the Shares is the euro.
4.5 Rights assigned to the Shares. Limitations
The information for which Fiat is responsible regarding the rights assigned to Fiat ordinary shares are set forth in
Section One, Chapter XXI, Paragraph 21.2, to which the reader is referred.
The Articles of Association do not envisage limitations to the rights of Fiat ordinary shares.
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Pursuant to Article 2441, paragraph seven, of the Italian Civil Code, the Banks may not exercise the voting rights
stemming from the Shares between the time that they enter into possession thereof and expiration of this Offer.
4.6 Resolutions pursuant to which the Shares were issued
The capital increase for the Shares that are the object of the Offer was resolved by the Board of Directors of Fiat
S.p.A. on September 15, 2005 pursuant to the delegation of authority granted by the Extraordinary Stockholders
Meeting on September 12, 2002 pursuant to Article 2443 of the Italian Civil Code.
In particular, the Fiat Board of Directors resolved:
• to increase the capital for consideration from 4,918,113,540 euros to 6,377,257,130 euros, and thus by
1,459,143,590 euros, through the issuance of 291,828,718 ordinary shares with a par value of 5 euros
each with the same characteristics as those already outstanding, including enjoyment at January 1,
2005, to be reserved for subscription by the Banks pursuant to Article 2441, paragraph seven, of the
Italian Civil Code, with the obligation of offering Company stockholders option rights to purchase said
shares pursuant to Article 2441, paragraph seven, of the Italian Civil Code (and thus in compliance with
the first three paragraphs of the aforementioned article) and the first paragraph of Article 134 of the
Consolidated Law on Financial Intermediation;
• to define, in compliance the Extraordinary Stockholders Meeting resolution of September 12, 2002, the
unit price for issuance of the Shares in the amount of 10.28 euros, of which 5.28 euros as a share
premium, with this price being the arithmetic average of 14.4409 euros and the weighted average of
official prices of ordinary Fiat shares reported on the Mercato Telematico Azionario of Borsa Italiana
S.p.A. in the six months preceding the fifth banking day preceding the maturity of the Mandatory
Convertible Facility Agreement, September 20, 2005;
• to release the Shares exclusively through set-offs, in compliance with the provisions of the Mandatory
Convertible Facility Agreement, with the payable for a total of 3,000,000,000 euros in principal owed to
the Banks pursuant to the Mandatory Convertible Facility Agreement granted to the Company that
matured on September 20, 2005 by assigning to each one of the Banks a quantity of Shares in
proportion to its own participation in the Mandatory Convertible Facility Agreement, with rounding to the
nearest unit as necessary;
• to envisage execution of subscription by the aforementioned Banks on September 20, 2005, pursuant to
the provisions of Article 2436 of the Italian Civil Code;
• to envisage furthermore that the Shares would be offered to the stockholders of the Company at a price
equal to the Subscription Price of 10.28 euros each, in the ratio of 149 new ordinary shares for every
500 shares owned in any class.
The Board of Directors resolution of September 15, 2005 was deposited at the Turin Company Register on
September 16, 2005 and registered on September 19, 2005.
4.7 Issue date of the Shares
The Shares were issued on September 20, 2005 in execution of the aforementioned resolution by the Fiat Board
of Directors of September 15, 2005.
4.8 Transferability of the Shares
No restrictions are imposed on free transfer of the Shares.
4.9 Applicability of regulations governing tender offers and/or residuary tender offers
The Shares are subject to the regulations governing tender offers and residuary tender offers envisaged in the
Consolidated Law on Financial Intermediation and relevant enacting regulations.
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4.10 Previous tender offers
No tender offers for the financial instruments issued by the Issuer were made during the past fiscal year or the
current fiscal year.
4.11 Tax treatment
The following paragraphs describe the tax treatment that is applicable, pursuant to current regulations, to the
dividends distributed by a company domiciled in Italy and whose shares are listed on regulated markets, as well
as the gains (and/or losses) realized upon sale of the equity holdings in the aforementioned company, but
without implying that this description is complete for all classes of investors.
The applicable tax treatment varies according to whether the holdings generating the dividends and/or whose
sale generates gains are considered qualified or not.
With reference to a listed company, qualified holdings are considered to be those comprised by shares other
than savings shares, as well as by securities and rights through which these holdings can be acquired and which
together represent a percentage of voting rights exercisable at the ordinary stockholders meeting in excess of
2%, or an equity holding in excess of 5%. Instead, unqualified holdings are considered to be savings shares and
ordinary shares that do not exceed these thresholds for voting or equity holdings.
Furthermore, in order to determine whether the sold equity holding is qualified or not, the percentage of the
equity holding is determined by taking into account all the sales made during the twelve months, both before and
after the sale, even if to different parties. However, this rule applies only starting on the date on which the
securities and rights held represent a percentage that involves a qualified holding. In the event of sale of rights
or securities through which holdings can be acquired, determination of the sold percentage takes into account
the voting right and holding percentages that might be connected with the holdings that these securities and
rights allow one to acquire.
Dividends
Pursuant to Legislative Decree no. 213 of June 24, 1998, starting on January 1, 1999 the shares of Italian
companies traded on regulated markets must be deposited in dematerialized form on the central depository
system. Accordingly, pursuant to Article 27-ter of Presidential Decree no. 600 of September 29, 1973, as
amended by Article 2 of Legislative Decree no. 344 of December 12, 2003, the profits generated by shares
deposited on the central depository system operated by Monte Titoli S.p.A. and paid to natural persons
domiciled in Italy in connection with unqualified holdings that do not regard sole proprietorships are subject, in
lieu of the ordinarily envisaged withholding, to a substitute income tax at the same rates and at the same
conditions envisaged for application of the aforesaid withholding.
The substitute tax is applied by the entities that participate in the central depository system operated by Monte
Titoli S.p.A. where the securities are deposited, or by the depositaries of the securities that are not domiciled in
Italy but which participate (directly or indirectly) through central foreign depositaries in the central depository
system of Monte Titoli S.p.A. If the securities are deposited with the entities not domiciled in Italy as indicated
hereinabove, satisfaction of the tax obligations connected with application of the substitute tax must be assigned
to a tax representative in Italy that is designated by the aforementioned entities pursuant to Article 27-ter,
paragraph 8 of Presidential Decree no. 600 of September 29, 1973. These tax representatives shall be
responsible for satisfaction of their duties by the same deadlines and with the same responsibilities envisaged
for entities domiciled in Italy (whether they be banks and investment management companies domiciled in Italy
or the permanent organizations in Italy of banks or foreign investment firms that are not domiciled in Italy, or the
central depository of financial instruments authorized pursuant to Article 80 of Legislative Decree no. 58 of
February 24, 1998).
The substitute tax applies in the following cases and in the following amounts:
(i) profits distributed to natural persons domiciled in Italy in connection with unqualified holdings, on
condition that these holdings are not connected with a business as envisaged in Article 65 of
Presidential Decree no. 917 of December 22, 1986 (“Italian Income Tax Consolidation Act”). The
substitute tax is 12.50%. The stockholders are not obligated to report the collected dividends on their
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income tax return since they have already been taxed on a final basis. The substitute tax is not
charged if the natural person who is a stockholder and domiciled in Italy granted an authorized
intermediary a mandate for management of the shares (the “managed investment treatment,” see
hereunder);
(ii) profits distributed to persons domiciled in Italy that are exempt from corporate income tax. The
substitute tax is 27%;
(iii) profits distributed to persons that are not domiciled in Italy and do not have a permanent organization in
Italy to which the holdings are actually connected. The substitute tax is 27%. The amount of
withholding is reduced to 12.50% in the case of dividends paid to savings stockholders. Persons not
domiciled in Italy that are not holders of savings shares have the right to refund, up to 4/9 of the
substitute tax, of the tax that they prove having paid abroad on a final basis for the same profits,
through certification by the competent tax office of the foreign state. In any event, this is without
prejudice to application of the reduced rates envisaged by applicable international conventions against
double taxation. These international conventions generally envisage the right of a non-resident
stockholder to request refund of the amount in excess of the 27% withholding applied pursuant to
Italian law with respect to the amount applicable pursuant to the convention. Nevertheless, Article 27–
ter of Presidential Decree no. 600 of September 29, 1973 envisages that the entities where the
securities are deposited (and belonging to the central depository system operated by Monte Titoli
S.p.A.) can directly apply the rate envisaged in the convention if they have obtained:
a. certification by the person who is not domiciled in Italy and is the actual beneficiary of the profits
that contains the personal identification of that individual, satisfaction of all the conditions to
which application of treatment pursuant to the convention is subject, and any information as
necessary to determine the amount of the rate applicable pursuant to the convention;
b. certification by the competent tax authority of the state where the actual beneficiary is domiciled
(which remains valid until March 31 of the year after the year in which it is submitted), attesting
to domicile in that state for the purposes of the convention.
Note that the benefits envisaged in the convention are alternative to refund of four ninths of the
aforementioned withholding.
The substitute tax is not applied instead on natural persons who, when they receive the profits, certify that they
regard a qualifying holding. In both of these cases, 40% of these profits are counted towards gross income (as
unearned income) subject to personal income tax, pursuant to the ordinary rules envisaged for this tax.
Analogously, the substitute tax is not applied to those natural persons who, when they receive the dividends,
certify that they refer to their own productive business activity. In this case, 40% of the amount of these
dividends is counted towards the business income of these natural persons.
Furthermore, the substitute tax does not apply in the following cases:
(i) the recipient is a general partnership, a limited partnership, and equivalent entities as envisaged in
Article 5 of the Italian Income Tax Consolidation Act. In this case, the collected profits are counted
towards the aggregate taxable income of the recipient, limited to 40% of their amount;
(ii) the recipient is a joint-stock company or an entity as envisaged in Article 73, paragraph 1, letter b) of
the Italian Income Tax Consolidation Act whose tax domicile is in Italy. In this case, the profits received
will contribute to calculation of business income taxed at the rate of 33% on only 5% of their amount;
(iii) the recipient is an entity domiciled in Italy as envisaged in Article 73, paragraph 1, letter c) of the Italian
Income Tax Consolidation Act (public and private entities that have their tax domicile in Italy other than
companies or entities whose exclusive or principal object is the operation of commercial activities,
including non-profit organizations [ONLUS]). In this case, 5% of the received profits are counted
towards the taxable income of the recipient. This system is applicable as long as the aforementioned
entities are not included among the persons subject to personal income tax as envisaged in Article 3,
paragraph 1, letter (a) of Law no. 80 of April 7, 2003;
(iv) the recipient is exempt from corporate income tax (IRES) pursuant to Article 74, paragraph 1 of the
Italian Income Tax Consolidation Act (State bodies and administrations, including those with
autonomous organization, even if they are vested with legal personality, municipalities, consortia
comprised of local entities, associations and entities that operate state property, mountain communities,
provinces, and regions – see Resolution no. 113/E of July 6, 2001);
(v) the recipient of dividends is a natural person domiciled in Italy who opted, for the holdings to which the
dividends refer, for application of managed investment treatment (see herein). In this case, these
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dividends are counted towards the operating result, with consequent application of the substitute tax of
12.50%;
(vi) the recipient is a collective investment undertaking for securities that is domiciled in Italy. In this case,
the profits that are paid are counted towards the operating result that is accrued in each tax period and
subject to the substitute tax of 12.50% that is charged by the management company. Pursuant to
Article 12 of Decree Law no. 269 of September 30, 2003, this rate is reduced to 5% if the collective
investment undertaking invests at least 2/3 of the total investment in the shares of small or medium
sized companies whose securities are listed on at least one of the regulated markets of the Member
States of the European Union. In this regard, the European Commission issued a decision in
September 2005 that found this measure incompatible with EU regulations, considering it to be State
aid. The Republic of Italy was thus asked to eliminate this subsidy;
(vii) the recipient is a pension fund subject to the treatment envisaged in Articles 14, 14-ter, and 14-quater,
paragraph one of Legislative Decree no. 124 of April 21, 1993. In this case, the paid profits are
counted towards the operating result that is accrued in each tax period subject to the substitute tax of
11% charged by the management company;
(viii) the recipient is a real estate trust as envisaged in Decree Law no. 351 of September 25, 2001. In this
case, the paid profits are counted towards the operating result of the trust.
Gains
The gains on qualified holdings - other than those realized in the course of operating commercial enterprises -
realized by natural persons domiciled in Italy (as sell as simple partnerships and associations considered
equivalent thereto) are counted towards aggregate income in the amount of 40% of their total and are subject to
personal income tax at the progressive rates envisaged for this tax.
The gains on qualified holdings realized by non-commercial entities, including non-profit organizations (ONLUS),
are counted towards aggregate income in the amount of 40% of their total and are subject to IRES at the rate of
33%. This treatment is applicable as long as these entities are not included among those subject to personal
income tax pursuant to Article 3, paragraph 1, letter (a) of Law no. 80 of April 7, 2003.
The gains on unqualified holdings - other than those realized in the course of operating commercial enterprises -
realized by natural persons domiciled in Italy (as well as non-commercial entities, simple partnerships, and
associations considered equivalent thereto, including non-profit organizations – ONLUS) through the sale for
consideration of holdings, as well as securities and rights through which these holdings can be acquired, are
subject to a substitute tax in lieu of income tax at the rate of 12.50%.
In regard to the terms and conditions for application of the substitute tax of 12.50%, in addition to the ordinary
treatment that consists of reporting gains on the income tax return, two alternative systems are envisaged, which
are applied following exercise of the option by the taxpayer: administered investment treatment and managed
investment treatment.
A) Ordinary treatment
The taxpayer must report the gains realized during the year on his income tax return. For the purpose
of applying the substitute tax of 12.50%, the gains are added algebraically to the relative losses. If the
aggregate amount of the losses is higher, the excess, which is calculated for each class of losses, can
be deducted up to their entire amount from the gains realized in up to but no more than four tax
periods thereafter, on condition that this excess has been reported on the income tax return for the tax
period in which the losses were realized. The substitute tax must be paid pursuant to the terms and
conditions envisaged for payment of the balance of income taxes on the basis of the income tax
return.
B) Administered investment treatment
The taxpayer has the right to opt for application of the substitute tax in the amount of 12.50% on each
gain realized, on condition that the possessed shares are deposited for safekeeping or administration
at authorized intermediaries (banks and investment management companies). The option is
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exercised by the taxpayer with a statement signed at the same time as the mandate is granted and
opening of the deposit or current account or, for existing relationships, prior to the start of the tax
period, it applies to the entire tax period and can be revoked by the end of each calendar year,
effective for the following tax period. The realized losses are deductible up to their entire amount from
gains of the same type realized from subsequent transactions carried out as part of the same
relationship in the same and up to but no more than four tax periods thereafter. The substitute tax is
paid directly by the intermediary involved in the transaction, who withholds the amount from each gain
realized or receives the relative sum therefor from the taxpayer by the fifteenth day of the second
month after that in which the same tax was levied. The taxpayer is consequently not required to
include these gains and/or losses on his income tax return. If the custodial or administrative
relationship is terminated, any losses can be deducted from the gains realized by the taxpayer as part
of another administered investment relationship registered in the name of the same taxpayer, or they
can be deducted on his income tax return, but no later than the fourth tax period after the one in which
the losses were realized, provided that the losses are reported on the taxpayer’s income tax return.
C) Managed investment treatment
Taxpayers who have commissioned an entity authorized pursuant to Legislative Decree no. 415 of
July 23, 1996 (now Legislative Decree no. 58 of February 24, 1998) to manage portfolios comprised of
cash, shares, and other non-business related assets may opt for application of the substitute tax at the
rate of 12.50% on the result of the managed individual portfolio. The option is exercised by the
taxpayer with a signed statement issued to the portfolio manager when the management agreement is
executed or, for existing relationships, prior to the start of the tax period, it applies to the entire tax
period, and can be revoked by the end of each calendar year, effective in the following tax period. If
the aforementioned option is exercised, the income that is counted towards the operating result is not
subject to income tax or the substitute tax envisaged at point A) hereinabove. Consequently, the
taxpayer is not required to include this income on his annual income tax return.
The operating result is comprised by the difference between the value of the managed portfolio at the
end of each calendar year and the value of the portfolio at the beginning of the year. In particular, the
value of the portfolio managed at the end of each calendar year is counted gross of the substitute tax,
increased by withdrawals and reduced by contributions made during the year, as well as the income
accrued during the period and subject to tax withholding, the income that contributes to the aggregate
income of the taxpayer, exempt income or income not subject to taxation and accrued during the
period, the income generated by collective investment undertakings subject to substitute tax, and by
shares in real estate investment trusts. The result is calculated net of the expenses and commissions
for the managed portfolio. Any operating loss that is posted during a year reduces the operating result
of following tax periods, but no later than the fourth one, for the entire amount that can be deducted in
each of those years.
The substitute tax is deducted by the portfolio manager, who pays it to the competent tax collector by
February 16 of the year after the one in which the related liability arose, or by the sixteenth day of the
month after the one in which the management mandate was revoked.
For those persons not domiciled in Italy and without a permanent organization in Italy but to whom the holdings
are actually connected pursuant to Article 23 of the Italian Income Tax Consolidation Act, the gains that they
realized through sale for a consideration of unqualified holdings in Italian companies traded on regulated
markets are exempt from taxation in Italy, wherever the holdings are kept.
Thus, all other types of gains are generally subject to taxation in Italy. Nevertheless, most international
conventions against double taxation made by Italy envisage that these gains be taxed exclusively in the country
where the foreign person is domiciled.
The gains deriving from the sale of qualified and unqualified holdings of listed shares in Italian companies
realized by natural persons domiciled in Italy as part of their business activity or by partnerships (excluding
simple partnerships) are respectively counted towards the business income and the total taxable income (as
other income) of the recipient in the amount of 40% of their total and are subject to taxation at the proportional
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ate, for transparency by the partners in the case of partnerships. The related losses and costs specifically
connected with realization of these holdings are deductible according to the same proportion. This treatment is
applicable on condition that the holdings subject to sale satisfy the following requirements:
(i) uninterrupted possession from the first day of the twelfth month prior to the month in which the sale
took place;
(ii) classification under financial fixed assets on the first financial statement closed during the period of
ownership.
Sixty per cent of the losses realized on investments that satisfy the requirement indicated at point (ii)
hereinabove and that were held without interruption from the first day of the twelfth month preceding the month
in which the sale was effected cannot be deducted.
The gains that do not satisfy the requirements envisaged at the preceding points (i) and (ii) are counted entirely
towards the taxable income of the recipient according to ordinary rules. In this event, the related losses and
costs specifically connected with realization of these holdings can be fully deducted.
The gains resulting from sale of qualified and unqualified holdings of shares in listed Italian companies satisfying
the requirements envisaged at points (i) and (ii) hereunder realized by joint-stock companies (e.g. “società per
azioni,” “società a responsabilità limitata”) and commercial entities domiciled in Italy do not count towards the
taxable income of the recipient in the amount of 95% insofar as they are exempt. The costs that specifically
pertain to these holdings are not deductible. The exemption treatment is applicable to holdings that satisfy the
following requirements:
(i) uninterrupted possession from the first day of the eighteenth month prior to the month in which the sale
took place;
(ii) classification under financial fixed assets on the first financial statement closed during the period of
ownership.
If the requirement envisaged at point (ii) is not satisfied, the losses can be fully deducted from business income.
Conversely, if – in the case envisaged at point (ii) hereinabove – sale of the relative securities takes place
starting on the first day after expiration of the term of twelve months following purchase, the losses resulting from
sale of the aforementioned investments are entirely non-deductible.
The gains that do not satisfy the requirements envisaged at points (i) and (ii) hereinabove count entirely towards
the taxable income of the recipient and will be subject to corporate income tax (IRES) at the rate of 33%
according to the ordinary rules. For holdings reported on the last three annual financial statements as financial
fixed assets, the gains may, at the discretion of the taxpayer, be spread out in even amounts in the year they
were realized and for up to but no more than the four following fiscal years. For certain taxpayers and in certain
cases, the gains realized on the sale of shares also count towards the relative net production value subject to
the regional tax on production activity (IRAP).
At the date this Prospectus was drafted, the Italian Parliament was examining more detailed regulations
containing measures that, if they were finally approved, could cause significant changes in the extent and
requirements for exemption of gains (and the related non-deductibility of losses) described hereinabove in
regard to business owners.
The gains produced by qualified and unqualified holdings held by the following Italian institutional investors are
subject to specific tax treatment: mutual funds as envisaged in Law no. 77 of March 23, 1983, mutual funds as
envisaged in Law no. 344 of August 14, 1993, open-end investment companies (SICAV) as envisaged in Law
no. 84 of January 25, 1992, the real estate trusts envisaged in Law no. 86 of January 25, 1994, the pension
funds envisaged in Legislative Decree no. 124 of April 21, 1993, and the gains realized on “historic Luxembourg”
mutual funds as envisaged in Article 11-bis of Legislative Decree no. 512 of September 30, 1983, converted into
Law no. 649 of November 25, 1983.
Tax on stock market contracts
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Pursuant to Royal Decree no. 3278 of December 30, 1923, as amended by Article 1 of Legislative Decree no.
435 of November 21, 1997, the tax on stock market contracts is applied to contracts executed in Italy whose
object is the transfer of shares, quotas, or equity holdings in all types of companies. For application of the tax on
stock market contracts, contracts made between residents and non-residents are in all cases considered to be
executed in Italy. Furthermore, contracts executed abroad are legally enforceable in Italy provided that they are
subject to the tax on stock market contracts.
The applicable tax rates vary according to the persons between whom these agreements are made, and in
particular:
a) agreements made directly between the contracting parties or with the participation of persons other than
authorized intermediaries (banks or persons authorized to provide professional investment services to
the public, pursuant to Legislative Decree no. 58 of February 24, 1998, or stock brokers): 0.072 euros
for every 51.65 euros or fraction thereof of the price of shares;
b) agreements made between private citizens and authorized intermediaries, or between private citizens
with the participation of authorized intermediaries: 0.0258 euros for every 51.65 euros or fraction
thereof of the price of shares;
c) agreements made between authorized intermediaries: 0.0062 euros for every 51.65 euros or fraction
thereof of the price of shares.
The following agreements are instead exempt from the tax on stock market contracts:
(i) agreements made on regulated markets;
(ii) agreements whose object is securities listed on regulated markets and made outside of those markets:
(a) between authorized intermediaries;
(b) between authorized intermediaries and persons not domiciled in Italy;
(c) between authorized intermediaries, including non-residents and collective investment
undertakings (“OICR”);
(iii) agreements involving offers for sale for listing on regulated markets or whose object is financial
instruments already listed on those markets;
(iv) agreements whose object is securities not listed on regulated markets and made between persons not
domiciled in Italy and authorized intermediaries;
(v) agreements whose amount does not exceed 206.58 euros;
(vi) financing agreements for securities and every agreement that pursues the same economic purpose.
Finally, the tax on stock market contracts excludes contracts for transfers of shares made between persons,
companies, or entities between which there is a controlling relationship pursuant to Article 2359, paragraph 1,
numbers 1) and 2) of the Italian Civil Code, or between companies that are directly or indirectly controlled by the
same entity pursuant to the aforementioned provisions.
V. CONDITIONS OF THE OFFER
5.1 Conditions, envisaged calendar, and terms and conditions for subscription of the Offer
The Offer is unconditional and irrevocable.
a) Total amount of the Offer
The object of the Offer is 291,828,718 Shares with a par value of 5 euros each.
b) Period of Offer and terms and conditions of acceptance
The option rights are represented by coupon no. 10 of Fiat ordinary, preference, and savings shares.
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The Offer is open to all Fiat stockholders, without limit on quantity, in the ratio of 149 Shares for every 500 Fiat
shares of any class owned.
The following table summarizes the envisaged calendar for the Offer:
Publication of the Prospectus November 22, 2005
Start of the Offer period and first day of trading of the option rights November 28, 2005
Last day of trading of the option rights December 7, 2005
Expiration of Offer period and final deadline for payment of shares December 14, 2005
The option rights may be exercised at any of the authorized intermediaries participating in the central depository
system of Monte Titoli S.p.A. (the “Authorized Intermediaries”), including Fiat itself, in compliance with the
service rules that Monte Titoli S.p.A. will issue shortly before the transaction and using the exercise form
prepared by the Authorized Intermediaries. At the very least, this exercise form must identify the operation and
contain the following information reproduced with a font size that permits easy reading:
- notice that the accepting party can receive a free copy of this Prospectus;
- reference to the Section named “Risk Factors” of this Prospectus.
Neither Fiat nor the Banks are liable for any delays attributable to the Authorized Intermediaries in execution of
the orders given by the applicants upon acceptance of the Offer. The Authorized Intermediaries themselves will
verify that the acceptances they receive are proper and correct.
Given the Offer ratio of 149 new ordinary shares for every 500 shares of any class owned, and given the Offer
Price, the minimum amount of Shares that can be subscribed is 149 ordinary shares for a minimum investment
countervalue of 1,531.72 euros. There is no maximum acceptance amount either in terms of the number of
financial instruments or the aggregate amount to be invested.
c) Terms and conditions for payment and delivery of the Shares
The Shares must be paid for in full upon exercise of the option rights, and in any event within the final deadline
for payment at the Authorized Intermediary through which the transaction is executed. No additional costs or
expenses are envisaged for those who accept the Offer.
The subscribed Shares shall be made available to those with title thereto by the third day on which the stock
exchange is open after the aforementioned deadline for payment, after confirmation of crediting through
registration at Monte Titoli on the accounts held at it by the respective Authorized Intermediaries.
d) Results of the Offer
As this is a rights offering, the Issuer will communicate the results of the Offer to the public, Consob, and Borsa
Italiana S.p.A., by means of a press release issued in compliance with Article 66 of the “Issuers Regulation”.
e) Preemption right and treatment of unexercised rights
There is no preemption right.
Any option rights not exercised within the expiration of the Offer period will be offered on the Stock Exchange
through the financial intermediary UniCredit Banca Mobiliare S.p.A. (UBM) for five sessions, pursuant to Article
2441, paragraph three of the Italian Civil Code and will give the right to subscribe the Shares at the price of
10.28 euros per Share.
By the day before commencement of the offer of unexercised option rights, the Issuer will publish a notice in the
newspapers Il Sole 24 Ore and La Stampa indicating the number of unexercised option rights to be offered on
the Mercato Telematico Azionario pursuant to Article 2441, paragraph three of the Italian Civil Code and the
dates of the sessions at which the Offer will be made.
5.2 Allocation and assignment plan
a) Persons to whom the Shares are offered
The Offer is made in Italy without distinction and on equal terms to all holders of any class of Fiat stock.
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This Prospectus does not represent an offer of financial instruments in the United States of America or in other
countries.
The Shares and option rights may not be offered or sold in the United States of America or other countries
without specific authorization in compliance with the applicable laws of each country, or without an exception
from those laws.
The Shares and option rights were not and will not be registered pursuant to the United States Securities Act of
1933, as amended, or pursuant to the corresponding laws in effect in the other countries, and they consequently
cannot be offered or delivered directly or indirectly in the United States of America or other countries without
specific exceptions from the registration or authorization requirements envisaged in the applicable laws.
b) Subscription commitments
Within the framework of the transaction announced on September 15, 2005 IFIL communicated that it had
resolved to “(…) sell to Merrill Lynch all the option rights it is entitled to in connection with the Fiat capital
increase (…)” (see Section One, Chapter XVIII, Paragraph 18.3).
The Issuer is not informed of the intentions of the other principal stockholders, and it does not know whether the
members of the boards, management, or supervisory bodies of the Issuer intend to accept the Offer, or if any
other person plans to subscribe to more than 5% of the Offer.
5.3 Offer price
The Shares are offered at a unit price of 10.28 euros each, of which 5 euros par value and 5.28 euros share
premium, at no additional charge or expense to the persons accepting the Offer. This price is equal to the price
of subscription by the Banks determined pursuant to the Mandatory Convertible Facility Agreement, and i.e. the
arithmetic average between 14.4409 euros, which is derived from the amount of 15.50 euros envisaged in the
Mandatory Convertible Facility Agreement as adjusted following the Fiat capital increase of July 2003, and the
weighted average of the official market prices of Fiat ordinary shares reported on the Mercato Telematico
Azionario of Borsa Italiana S.p.A. in the six months preceding the fifth banking day prior to September 20, 2005
(6.1211 euros).
The Offer Price of 10.28 euros is significantly higher than the official stock market price of Fiat shares recently
recorded: in the session of November 14, 2005 the official price was 7.20 euros.
The Offer Price of 10.28 euros is significantly higher than the weighted average of the official prices of Fiat
shares recorded in the last three months, from August 16, 2005 to November 14, 2005 (equal to 7.25 euros), in
the last six months, from May 16, 2005 to November 14, 2005 (equal to 6.82 euros), in the last year, from
November 15, 2004 to November 14, 2005 (equal to 6.21 euros).
With reference to the Offer Price, each stockholder will have to assess with particular attention whether, at the
time of acceptance of the Offer, the price of Fiat shares on the stock exchange is more favorable than the Offer
Price of 10.28 euros per Share (see Paragraph “Risk factors associated with the financial instruments” of the
Section “Risk Factors” of this Prospectus).
5.4 Placement and subscription
All the Shares covered by the Offer were subscribed by the Banks at the Subscription Price on September 20,
2005 pursuant to Article 2441, paragraph seven, of the Italian Civil Code in the amount indicated at Paragraph
7.2. Until expiration of the Offer, the Shares are held by the Banks to service the Offer. Pursuant to Article
2441, paragraph seven, of the Italian Civil Code, the Banks do not enjoy the voting rights pertaining to the
Shares until expiration of the Offer.
At the expiration of the Offer, each Bank will acquire full disposition and ownership of the Shares (including the
related voting rights) for which the option right will not be exercised in proportion to the Shares subscribed by
each one of them pursuant to Article 2441, paragraph seven, of the Italian Civil Code.
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VI. LISTING AND TERMS AND CONDITIONS FOR TRADING
6.1 Listing of the Shares covered by the Offer
Fiat ordinary shares are already listed on the Mercato Telematico Azionario organized and operated by Borsa
Italiana S.p.A., as well as the Paris Stock Exchange, the Frankfurt Stock Exchange, and, in the form of ADR, on
the New York Stock Exchange.
6.2 Other placements of Shares or other financial instruments of the Issuer
As far as Fiat and each of the Banks know, financial instruments in the same class of the Shares are neither
subscribed nor placed, nor are financial instruments in other classes created for public or private placement at
the same time or almost at the same time as the Offer, with the exception of warrants and certificates issued by
some of the Banks or by companies belonging to the respective groups.
6.3 Stabilization
Not applicable.
VII. OWNERS OF FINANCIAL INSTRUMENTS EXECUTING THE OFFER
7.1 Information on the offerors
On the basis of a resolution passed by the Board of Directors on September 15, 2005, Fiat S.p.A., with
registered office in Turin, Via Nizza 250, is offeror and issuer of the Shares pursuant to the first three paragraphs
of Article 2441 of the Italian Civil Code and the first paragraph of Article 134 of the Consolidated Law on
Financial Intermediation.
Each of the Banks is subscriber and offeror of the Shares pursuant to Article 2441, paragraph seven, of the
Italian Civil Code in the amounts shown in the following table:
Bank Number of Shares
Banca Intesa S.p.A., with registered office in Milan, Piazza Paolo Ferrari n. 10 63,229,555
UniCredit Banca d’Impresa S.p.A., with registered office in Verona, Via Garibaldi n. 1 60,797,649
Capitalia S.p.A., with registered office in Rome, via Marco Minghetti n. 17, 41,342,402
SanPaolo IMI S.p.A., with registered office in Turin, Piazza San Carlo n. 156 38,910,496
Banca Nazionale del Lavoro S.p.A., with registered office in Rome, Via Vittorio Veneto n. 119 29,182,872
Banca Monte dei Paschi di Siena S.p.A., with registered office in Siena, Piazza Salimbeni n. 3 24,319,060
ABN AMRO Bank N.V., with registered office in Amsterdam, Gustav Mahlerlaan 10, and
with a branch office in Milan, via Meravigli 7
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14,591,436
BNP Paribas Succursale Italia, with registered office in Milan, Piazza San Fedele n. 2 14,591,436
Banca Toscana S.p.A., with registered office in Florence, Via del Corso n. 6 4,863,812
Total 291,828,718
As prescribed in Article 2441, paragraph seven, of the Italian Civil Code, and in the Mandatory Convertible
Facility Agreement, the Shares shall be offered in option to stockholders pursuant to the first three paragraphs of
Article 2441 of the Italian Civil Code and the first paragraph of Article 134 of the Consolidated Law on Financial
Intermediation. The Banks that hold the Shares pursuant to the above mentioned Article 2441, paragraph seven,

of the Italian Civil Code, keep the Shares in deposit at Monte Titoli S.p.A to service of the option rights of
stockholders until the end of the offer period.
Within the framework of the commitments undertaken with the abovementioned Mandatory Convertible Facility
Agreement, the Issuer gave Banca Intesa, Capitalia, SanPaolo IMI and Unicredito Italiano a mandate of “Global
Advisory” (which has now been terminated). Among other things, this mandate regarded the disposals to be
carried out for the achievement of set financial objectives. The main and most significant consulting services
provided by said banks regarded the disposal of Toro Assicurazioni S.p.A. in 2003 (MCC – Capitalia Group), the
disposal of Fiat Engineering S.p.A. in 2004 (UBM –Unicredito Italiano Group), the disposal of IPI S.p.A. in 2003
(Banca IMI –SanPaolo IMI Group).
In addition to the equity investments already owned by the Banks in the capital of Fiat before the Capital
Increase, all of which were less than 2% of the capital with voting rights (see Section One, Chapter XVIII), the
other more significant relationships between the Issuer and one or more Banks (or companies belonging to the
respective bank groups) over the past three years were as follows:
− relationships involving banking, financing, deposit, collection, and payment transactions carried out as part
of the characteristic activity of the commercial banks in Italy and abroad;
− structured financing transactions (e.g. securitization of receivables, financing for import and export);
− transactions involving derivative instruments for the hedging of exchange rate and interest rate risks;
− participation, through Synesis Finanziaria S.p.A., and related commercial and stockholder agreements in
Fidis Retail Italia S.p.A. by Banca Intesa, Capitalia, SanPaolo IMI, and Unicredito Italiano (see Section One,
Chapter XXII), which also have significant financial relationships with the group owned by Fidis Retail Italia
S.p.A.;
− participation in CNH Capital Europe S.A.S., and relative commercial and stockholder agreements, with BNP
Paribas through BNP Paribas Lease Group;
− participation in Italenergia Bis and the related put and call agreements (which have already been fully
exercised) with Banca Intesa, Capitalia, and Imi Investimenti S.p.A. (SanPaolo IMI Group) (see Section
One, Chapter XII);
− participation of the Banks or companies belonging to the respective groups in the underwriting syndicate
upon the capital increase of the Issuer carried out in July 2003.
7.2 Number of Shares covered by the Offer
The object of the Offer is 291,828,718 Fiat ordinary shares held by the Banks pursuant to Article 2441,
paragraph seven, of the Italian Civil Code, in the amounts shown in the table found in Paragraph 7.1 of Section
Two.
7.3 Lock-up agreements
There are no lock-up agreements applying to the Shares at the date of this Prospectus.
VIII. EXPENSES CONNECTED WITH ISSUANCE OF THE SHARES AND THE OFFER
8.1 Aggregate amount of net proceeds and expenses for issuance of the Shares and Offer
The amount of the Capital Increase involving the Shares was used to set off the principal of the debt of Fiat
arising from the Mandatory Convertible Facility Agreement.
The net proceeds of the Offer, to be cashed-in by the Banks, cannot be reasonably estimated, because the Offer
Price is higher than the stock quotations at the time of publication of this Prospectus.
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The aggregate amount of expenses including, among other things, the fees paid to the Banks pursuant to the
Mandatory Convertible Facility Agreement (for a total of 210 million euros) and the commissions and expenses
to be paid to the retained intermediaries (pursuant to the applicable rates of Monte Titoli S.p.A.), is estimated to
be a maximum of approximately 211 million euros and will be paid by the Issuer.
IX. DILUTIVE EFFECTS
9.1 Amount and percentage of the immediate dilution deriving from the Offer
The Capital Increase did not have a dilutive effect on stockholders’ equity per share.
9.2 Dilutive effects if the Offer is not subscribed
The Capital Increase will have a dilutive effect on the interest held in the company’s capital stock by
stockholders who do not exercise their option rights, or exercise them only in part. Since the Offer calls for Fiat
ordinary shares to be offered to holders of Fiat preference and savings shares as well, the Capital Increase will
have a dilutive effect on the percentage interest held in Fiat’s capital stock by the holders of Fiat ordinary shares.
X. SUPPLEMENTAL INFORMATION
None.
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CERTIFICATIONS OF LIABILITY
Fiat S.p.A. certifies – for the parts for which it is responsible and limited strictly to those – that, having exercised
all reasonable diligence in this regard, the information contained in this Prospectus is, as far as it knows, true
and accurate and does not contain omissions that would alter its sense.
Fiat S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
Capitalia S.p.A., with registered office in Rome, Via Marco Minghetti n. 17, certifies – for the parts for which it is
responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that, having
exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as it
knows, true and accurate and does not contain omissions that would alter its sense.
Capitalia S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
Banca Intesa S.p.A., with registered office in Milan, Piazza Paolo Ferrari n. 10, certifies – for the parts for which
it is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that, having
exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as it
knows, true and accurate and does not contain omissions that would alter its sense.
Banca Intesa S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
San Paolo IMI S.p.A., with registered office in Turin, Piazza San Carlo n. 156, certifies – for the parts for which it
is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that, having
exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as it
knows, true and accurate and does not contain omissions that would alter its sense.
San Paolo IMI S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
UniCredit Banca d’Impresa S.p.A., with registered office in Verona, Via Garibaldi n. 1, certifies – for the parts for
which it is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that,
having exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as
it knows, true and accurate and does not contain omissions that would alter its sense.
UniCredit Banca d’Impresa S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
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Banca Nazionale del Lavoro S.p.A., with registered office in Rome, Via Vittorio Veneto n. 119, certifies – for the
parts for which it is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those
– that, having exercised all reasonable diligence in this regard, the information contained in this Prospectus is,
as far as it knows, true and accurate and does not contain omissions that would alter its sense.
Banca Nazionale del Lavoro S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
Banca Monte dei Paschi di Siena S.p.A., with registered office in Siena, Piazza Salimbeni n. 3, certifies – for the
parts for which it is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those
– that, having exercised all reasonable diligence in this regard, the information contained in this Prospectus is,
as far as it knows, true and accurate and does not contain omissions that would alter its sense.
Banca Monte dei Paschi di Siena S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
ABN AMRO Bank N.V., with registered office in Amsterdam, Gustav Mahlerlaan 10, and branch office in Milan,
Via Meravigli n. 7, certifies – for the parts for which it is responsible as expressly indicated in Section Two,
Paragraph 1.1 and limited strictly to those – that, having exercised all reasonable diligence in this regard, the
information contained in this Prospectus is, as far as it knows, true and accurate and does not contain omissions
that would alter its sense.
ABN AMRO Bank N.V.
Signed by
The Legal Representative
Banca Toscana S.p.A., with registered office in Florence, Via del Corso n. 6, certifies – for the parts for which it
is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that, having
exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as it
knows, true and accurate and does not contain omissions that would alter its sense.
Banca Toscana S.p.A.
Signed by Signed by
The Chief Executive Officer The Chairman of the Board of
Statutory Auditors
BNP Paribas Succursale Italia, with registered office in Milan, Piazza San Fedele n. 2, certifies – for the parts for
which it is responsible as expressly indicated in Section Two, Paragraph 1.1 and limited strictly to those – that,
having exercised all reasonable diligence in this regard, the information contained in this Prospectus is, as far as
it knows, true and accurate and does not contain omissions that would alter its sense.
BNP Paribas Succursale Italia
Signed by
The Legal Representative
85