Chrysler 2014 Annual Report Download - page 269

2014 | ANNUAL REPORT 267
The following table provides the detail for the number of Fiat ordinary shares outstanding at December 31, 2013 and
the number of FCA common shares outstanding at December 31, 2014:
Fiat S.p.A. FCA
Thousand of shares
At
December
31, 2013
Share-
based
payments
and
exercise
of stock
options
Exit
Rights
Cancellation
of treasury
shares upon
the Merger
At the
date of the
Merger
FCA
share
capital
at the
Merger
Issuance
of FCA
Common
shares
and
sale of
treasury
shares
Exercise
of Stock
Options
At
December
31, 2014
Shares issued 1,250,688 320 (53,916) (29,911) 1,167,181 35,000 65,000 17,738 1,284,919
Less: treasury shares (34,578) 4,667 — 29,911 — (35,000) 35,000 — —
Shares issued and
outstanding 1,216,110 4,987 (53,916) — 1,167,181 — 100,000 17,738 1,284,919
On October 29, 2014, the Board of Directors of FCA resolved to authorize the issuance of up to a maximum of
90,000,000 common shares under the framework equity incentive plan which had been adopted before the closing
of the Merger. No grants have occurred under such framework equity incentive plan and any issuance of shares
thereunder in the period from 2014 to 2018 will be subject to the satisfaction of certain performance/retention
requirements. Any issuances to directors will be subject to shareholders approval.
Capital reserves
At December 31, 2014, capital reserves amounting to €3,742 million consisted mainly of the effects of the Merger
resulting in a different par value of FCA common shares (€0.01 each) as compared to Fiat S.p.A. ordinary shares
(€3.58 each) where the consequent difference between the share capital before and after the Merger was recognized
to increase the capital reserves.
Legal reserve
At December 31, 2014, legal reserve amounted to €10,816 million (€6,699 million at December 31, 2013) and
mainly refers to development costs capitalized by subsidiaries and their earnings subject to certain restrictions to
distributions to the parent company. Legal reserve also refers to unrealized currencies translation gain and losses and
other OCI components for a net negative amount of €260 million. The legal reserve includes the reserve for the equity
component of the Mandatory Convertible Securities of €1,910 million at December 31, 2014.
Pursuant to Dutch law, limitations exist relating to the distribution of shareholders’ equity up to at least the total
amount of the legal reserve. By their nature, unrealized losses relating to OCI components reduce shareholders’ equity
and thereby distributable amounts.
Share-based compensation
In connection with the Merger, FCA assumed the obligation of the former Fiat Stock option plans and Stock
Grant plans. On the effective date of the Merger, the unvested equity rewards under the former Fiat plans became
convertible for common shares of FCA on a one-for-one basis. (See notes to the Consolidated Financial Statements
for details on the stock option and stock grant plans).
14. Provisions for employee benefits and other provisions
At December 31, 2014, provisions for employee benefits and other provisions totaled €27 million, a €116 million
decrease over year-end 2013, relating primarily to the exercise of stock options granted in previous years. At
31 December 2014, provisions consisted primarily of post-employment benefits accruing to employees, former
employees and Directors under supplemental company or individual agreements. Those plans are unfunded.