Fiat Industrial - CNH Industrial

Fiat Industrial

March 2011 – Fixed Income Investor meetings in Europe 20 Novembre, 2010

Disclaimer This presentation is for information purposes only and does not constitute an offer of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless such securities are registered with the U.S. Securities and Exchange Commission or the offer and sale are exempt from or not subject to the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder. Fiat Industrial S.p.A. (“Fiat Industrial” or the “Company”, and together with its subsidiaries, the “Group”) does not intend to register its securities for offer and sale in the United States or to conduct a public offering of its securities in the United States. This presentation is not for general dissemination or publication in the United States. The distribution of this presentation in other countries may be subject to legal restrictions and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions. This presentation is only being provided in the United States or in any manner subject to the jurisdiction thereof to persons that are “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act (“QIBs”). If you are a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act, by attending this presentation or by reading the presentation slides you warrant and acknowledge that you are a QIB. QIB This presentation is only being provided (A) in the European Economic Area, Area to persons who are “qualified qualified investors” within the meaning of the Prospectus Directive (Directive 2003/71/EC, and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant Member State) (“Qualified Investors”); and (B) in Italy, to qualified investors (investitori qualificati), pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, as subsequently amended (the “Italian Finance Act”), as implemented by Article 34 ter of CONSOB Regulation No. 11971 of May 14, 1999, as subsequently amended (the “Regulation on Issuers”) with the exception of: (a) asset management companies authorized to manage individual portfolios on behalf of third parties (società di gestione del risparmio); (b) intermediaries authorized to manage individual portfolios on behalf of third parties; (c) fiduciary companies managing portfolio investments regulated by Article 60(4) of the Legislative Decree No. No 415 of July 23, 23 1996, 1996 as amended and in accordance with applicable Italian laws and regulations provided therein (società fiduciarie); and (d) small/medium-sized companies with registered office in Italy and individuals resident in Italy, enrolled in the “Register of individuals and small/medium-sized companies considered to be qualified investors” (envisaged by Article 34-quarter of the Regulation on Issuers); or (ii) in circumstances which are exempt from the rules on public offers pursuant to the Italian Finance Act and its implementing CONSOB regulations, including the Regulation on Issuers. By attending this presentation or by reading the presentation slides you warrant and acknowledge that you are a person who falls within the above restrictions. No representation or warranty, express or implied, is or will be made in relation to,, and no responsibility p y is or will be accepted p byy Fiat Industrial as to,, the accuracyy or completeness p of the information contained in this p presentation. No part of this presentation constitutes, or shall be taken to constitute, an invitation or inducement to invest in Fiat or Fiat Industrial in any jurisdiction in which registration or qualification of such securities is required under applicable law. Certain information included in this presentation, including, without limitation, the revenue, trading profit, EBITDA and capital expenditure forecasts, is forward looking and is subject to important risks and uncertainties that could cause actual results to differ materially. The Group's businesses include its agricultural and construction equipment, trucks and commercial vehicles and industrial powertrains sectors, and its outlook is predominantly based on its interpretation of what it considers to be the key economic factors affecting these businesses. Forwardlooking statements with regard to the Group's businesses involve a number of important factors that are subject to change, including, but not limited to: factors affecting the agricultural business including commodities prices, weather, and governmental farm programs; general economic conditions in each of the Group's markets; legislation, particularly that relating to agriculture, the environment, trade and commerce and infrastructure development; actions of competitors in the various industries in which the Group competes; production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; political and civil unrest; and other risks and uncertainties. Any forward-looking statements contained in this presentation are made as of the date of this presentation and, therefore, any of the assumptions underlying this presentation or any of the circumstances or data mentioned in this presentation may change. Fiat Industrial S.p.A. expressly disclaims and does not assume any liability in connection with any inaccuracies in any of these forward-looking forward looking statements or in connection with any use by any third party of such forward-looking forward looking statements. statements This presentation does not represent investment advice or a recommendation for the purchase or sale of financial products and/or of any kind of financial services. This presentation does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, or in any other country or state. Neither this presentation nor any copy thereof may be retained by you or reproduced, redistributed or passed on, in whole or in part, to any other person. Fiat Industrial S.p.A.

2

The management team Sergio Marchionne Chairman Fiat Industrial

Harold Boyanovsky Chief Executive Officer CNH

o President and Chief Executive Officer of CNH in 2005

o Member of Board of Directors of Exor in May 2010 o Chief Executive Officer of Chrysler Group LLC in June 2009

o Chief Executive Officer Fiat SpA on June 2004 o Joined Fiat SpA Board of Directors since May 2003 o CEO of SGS Group (February 2002)

o Chairman of CNH Case New Holland in April 2006

o CEO (2000-2001) and Chairman of Lonza Group (2002)

o Chief Executive Officer of Fiat Group Automobiles in February 2005

o Began his career in 1983 at Deloitte & Touche in Canada

Alfredo Altavilla Chief Executive Officer Iveco

Giovanni Bartoli Chief Executive Officer FPT Industrial

o CEO of Iveco in November 2010

o CEO of FPT Industrial in January 2011

Construction

Equipment

o Executive Vice President of Business Development of the Fiat Group in October 2009

o Vice President of Business Development since 2008

o President Worldwide Agricultural Products in November 1999

Equipment

o Member of the Board of Directors of Chrysler Group LLC in July 2009

o Vice President of International Operations since January 2007

o CEO of FPT Powertrain November 2006

o Vice President of FPT Sales & Marketing of the Passenger & Commercial Vehicles business from 2005 to 2007

o President of the Business in 2002

o General Manager of the Case Construction business in North America in 1994 o Joined J.I. Case in 1985 o Began his career in 1966 at International Harvester

Fiat Industrial S.p.A.

Technologies

in

o CEO of Tofas in July 2005 o Fiat responsible for the alliance with General Motors in 2002

o Held a variety of positions within Fiat Auto

o Joined Fiat Auto in 1990 in charge of international ventures developments

o During 12 years, he held a variety of positions of increasing responsibility for Spica, a supplier of automotive components owned by Alfa Romeo

o Began his career as a professor assistant at Catholic University of Milan

o He holds a Master’s Degree in Mechanical Engineering. March 2011

3

Structure of the transaction Key elements

3 classes of shareholders

Fiat Industrial SpA

Fiat SpA

Demerger of the Industrial activities of Fiat SpA (scissione parziale proporzionale)

~ 90 %

FI Finance

CNH

Iveco

FPT

Auto*

Components

Other Assets2

Fiat Industrial SpA., parent company of the new group, I&M

beneficiary of demerged activities consisting of shareholdings in

P&CV

CNH, Iveco, FPT Industrial (Industrial & Marine activities of FPT), and Fiat Industrial Finance

Fiat Industrial's share structure mirroring Fiat's old structure with 3 classes of shares 3 classes of shareholders

3 classes of shareholders

Fiat Industrial SpA

Fiat SpA

Old Fiat shareholders received one share in Fiat Industrial for each share of same class already held in Fiat

The transaction was non prejudicial to minority shareholders and

~90% 90%

FI Finance

CNH

individual classes of shareholders Iveco

FPT IND

Auto*

FPT P&CV

Key milestones Mid-December 2010: execution of Deed of Demerger 1 January 2011: effective date of Demerger 3 January 2011: trading of all 3 classes of Fiat Industrial shares on MTA commences

21 April 2011: First Quarter Results

2

Components Other Assets

No early repayment of outstanding bonds triggered by the transaction

A series of agreements governing supply of shared services to th ttwo groups, enabling the bli existing i ti synergies i and d economies i off scale to be maintained and improved

Joint liability for Fiat and Fiat Industrial, limited to the value of equity retained or transferred, on any existing debts of Fiat not satisfied by the company to which they are assigned

1 Auto includes FGA (with its stake in Chrysler), Maserati and Ferrari 2 Other Activities includes Itedi, stake in RCS and other minor interests


March 2011

4

Fiat Industrial A compelling lli iinvestment t t case

1

A global leader in capital goods with world-class scale

2

Broad global presence and widest diversified business offer

3

Ideally positioned for robust end market recovery

4

Clear growth strategy supported by emerging markets

5

Technological leadership across powertrain and end products

6

Leveraging synergies across Fiat Industrial platform

7

Preserving and further enhancing synergies with Fiat post-demerger

8

Positioned for substantial margin expansion

9

Solid balance sheet positioned for growth


March 2011

5

Fiat Industrial at a glance Global top 3 capital goods platform with FY 2010 Revenues of €21.3bn1

CNH AG

€8.7bn revenue2 Global No. 2 Top 3 position in virtually all market segments globally

CNH CE

€2.2bn revenue2 Global Top 5 player Global leader in light equipment

Iveco

€8.3bn revenue Global No. 3 truck manufacturer (including JVs)

Leadership position in China

• €2.4bn revenue • Top 3 player globally

FPT Industrial 1 FY 2010 revenues include FinCo and eliminations 2 CNH AG and CNH CE IFRS Revenues exclude FinCo


March 2011

6

1

A global leader in the capital goods sector Industrial Revenues – 2010A ((€ bn))

Fiat Industrial

2

1

Global top 3 capital goods platform

Global top p 2 in agricultural g equipment q p

Global top 3 in commercial vehicles3

Global top tier in construction equipment

Leading powertrain technology with substantial global scale in medium and heavy diesel engines

Top player in commercial vehicles and heavy machinery in Brazil

Well positioned for growth in China, Russia and India

Source: Companies Companies’ annual reports (where currency conversion required required, average foreign exchange rate utilized), Fiat Group 2010-2014 business plan 1 Fiat Industrial revenues adjusted to exclude Financial Services 2 2010 Broker estimates 3 Light to heavy commercial vehicles, including China JVs


March 2011

7

1

A global leader in the capital goods sector

… and Fiat Industrial is expected to exhibit consistent growth rates with its peers in the years to come

(%)

Industrial Revenues CAGR 2010–2012E

Fiat Industrial1

( (%)

Industrial EBITDA CAGR 2010–2012E

Fiat Industrial Source: IBES consensus, Fiat Industrial FY2010, Fiat Group 2010-2014 business plan 1 Fiat Industrial Revenues adjusted to exclude Financial Services


March 2011

8

2

Broad global presence and uniquely diversified business model

The most extensive and diversified product ranges in the sector and a well balanced global presence with strong position in emerging markets

Fiat Industrial

2010A net sales by geography 1

2010A net sales by product 2

Asia-Pacific 24%

EAME 24%

North America 38%

North America 65%

Asia-Pacific 18% RoW 7% Latin America 11%

Latin America 14%

Financial Services 7% Power System 28%

Construction equipment & Others 65%

RoW 35%

Financial Services 5%

Financial Services 7% Construction equipment & Others 15%

Construction equipment 16%

Agriculture 78%

North America 16% Europe 39%

Aero & Penta 7%

Trucks & Buses 71%

Source: Companies’ annual reports 1 Geographic areas definition may slightly differ from company to company (Europe, RoW, etc) 2 For Fiat Industrial, FY 2010 product mix based on the sum of Iveco and CNH net sales, excluding FPT


March 2011

9

3

End markets poised for robust recovery Performance of capital goods businesses are correlated to GDP growth Drivers of capital goods spending: Global GDP growth trends

Source:

2010P

2011E

2012E

-2.0%

3.8%

3.1%

3.5%

-2.6% 2.6%

2.8%

2.3%

2.9%

-4.1%

2.0%

1.7%

2.0%

-7.4%

4.1%

4.4%

4.1%

4.7%

8.1%

6.5%

6.8%

-0.3%

6.0%

4.8%

4.9%

(US$ per mettric ton)

2009

World North America Europe CIS Asia less Japan Latin America

Agriculture equipment drivers: Global commodity prices

IHS Global Insight – January 2011 Source: Note:

Construction equipment drivers: Global construction output outlook

IHS Global Insight – January 2011 Marketing year ending May 31 of year indicated for Wheat and August 31 for Corn and Soybean

Commercial vehicle drivers: EU freight by mode

2010–2014E CAGR

3.000 +10.8%

11%

+3.4% +9.4%

+13.9%

(Billion tons/k km)

(US S$bn)

2.500 2 000 2.000 1.500 1.000 500

18% 30% 52%

16% 24% 60%

12% 12%

12% 14%

13% 18%

77%

76%

74%

69%

12% 11%

11%

78%

0 1970

1980

1990

2000

Other Source:

Global Insight – January 2011


Source:

2010E Rail

2020E

2030E

Road

Automotive World – The World’s Truck Manufacturers (annual issue: June 2010)

March 2011

10

4

Clear growth strategy strategy…

Revenues (€ bn)

CNH Agricultural Equipment Strong fundamentals driving demand growth for agricultural commodities Manufacturing localization to maximize opportunities for g international growth Extensive product range, covering the most attractive segments

CNH Construction Equipment Improving outlook for construction in mature markets following unprecedented decline

Revenue total growth (2009A–2014E)1

Strong growth in emerging markets 200

180

(%)

160

167 140

125

120 65

80 40

30

115

60

141

15

Demand recovery to "normalized" levels in Europe

CNH Agricultural Equipment

CNH Construction Equipment

IVECO

China (not reported)

RoW

LatAm

Europe

Worldwide

RoW

LatAm

NA

Europe

Worldwide

RoW

LatAm

NA

Europe

0

1

Full line product offering in Heavy & Light segments

Iveco

53 30

15

133

Full exploitation of Chinese platform for exports to Africa, Mid East and Latin America Product & geographic expansion leveraging on Buses and Special Vehicles line-up

2014 revenue growth calculated on 2010 based FX rates to the US$


March 2011

11

4

…supported supported by emerging markets markets...

China

Brazil

A single, g , strong gp partner ((SAIC))

Top p 3 in AG & CE — R$1bn investment Sorocaba

• Fully localized commercial vehicle range (incl. engines) • Localized small-medium tractors through JV

Wholly-owned subsidiary in Harbin for >140hp tractors

production facility, largest parts distribution center in LatAm Leverage commercial vehicle dealer network • Strengthen Medium & Heavy segments with fully updated

China JV to be supplier base for global expansion especially in

offering

FPT Industrial manufacturing and R&D site in Sete Lagoas

Africa, Middle East & Latin America • Launch of Vertis, new mid-range truck for LatAm • Developing mid mid-range range trucks for Europe built in China

Engineering support provided by FPT in Shanghai Iveco + Chinese JVs consolidated volumes (pro-forma)

Russia JV with Kamaz to locally produce AG and CE Building local AG and CE supply base and distribution network

India Capacity to be expanded to widen product range in AG World #3 manufacturer by volume

Global source for drivetrains, engines and axles (AG & CE) JV with Larsen & Toubro (loader backhoes; compactors)

RoW Powerful partnerships in other emerging markets • Commercial C i l and d manufacturing f t i JV JVs iin P Pakistan, ki t U Uzbekistan b ki t and d Source: Note:

Estimated from company reports Earnings from JVs recognized under equity method


Turkey in AG

March 2011

12

4

…and and strong powertrain platform FPT Industrial is one of the largest independent manufacturers, poised to consolidate its position among top-3 top 3 players worldwide

Top-10 producers (T.I.V. 2010)

ON ROAD (2010) ON-ROAD

OFF ROAD (2010) OFF-ROAD

• Ranked #2 in Europe

• Ranked #3 globally

• A leading position in Latin America

• A leading position in Europe

Sources: Global Insight, Power System Research, FPT Internal analysis


March 2011

13

5

Technological leadership

Broadest product portfolio and leadership in cost efficient and innovative technologies, compliant with strictest emission standards Powertrain technology is a key value component of the finished product and a main source of competitive advantage FPT Industrial has the widest product range in the market

Proprietary SCR technology • Euro 6 standards compliant without exhaust gas recirculation, maximizing fuel economy • Very high NOx conversion efficiency (>95% vs. 80–85% of best peers)

• On-road and off-road full line provider • Product offer ranging from 53hp to 870hp

Urea

CO

• Displacement solutions from 2 to 20 litres • Compliant with environmental regulations of all major jurisdictions in the world More than 90% of engines used by CNH and Iveco (ex

HC DOC PM

DPF

N2 SCR

H2O

NOx

DOC: Diesel Oxidation Catalyst DPF: Diesel Particulate Filter

CO2

EGR: Exhaust Gas Recirculation SCR: Selective Catalytic Reduction

JVs) to be supplied by FPT Industrial through a limited number of platforms Strong pipeline of innovations • Hybrid technologies

MultiAir technology applied to medium and heavy duty diesel engines 2 4% reduction in operating costs • Results in 2–4%

• Hydrogen Fiat Industrial S.p.A.

March 2011

14

6 Leveraging synergies across the Fiat Industrial platform technological leadership

FPT Industrial is a global leader in powertrain development and manufacturing, enabling Fiat Industrial to benefit from ¾ Scale: Resulting volumes are a key competitive advantage of Fiat Industrial, particularly in -

R&D Manufacturing

-

Purchasing

-

¾ Scope: Engine portfolio covering all segments -

Flexibility in adjusting engine offering across businesses Leveraging technology between regions

Additional Sources of Synergies: Financial Services Shared infrastructure


15

7

Preserving and further enhancing synergies with Fiat post-demerger post demerger

Efficiency gains achieved over the past few years through internally generated synergies will be maintained i t i d and d leveraged l d upon:

A series of inter-group agreements will govern the provision of shared services between Fiat I d Industrial i l and d Fi Fiat post-demerger, d enabling bli existing i i synergies i and d ensuring i that h significant i ifi economies of scale are preserved and improved World Class Manufacturing programs, already rolled out across all Fiat Industrial plants worldwide Strong synergy potential as the two groups collaborate in a number of strategic areas, including: • Purchasing, with a combined scope (including Fiat Industrial, Fiat post-demerger and Chrysler) of over €60bn annually by 2014 gy • Diesel technology • R&D • Back-office services


March 2011

16

8

Significant margin expansion 2010–2014 2010 2014 plan 2011E–2014E Financial Targets(€ bn, IFRS) CNH

Strong macro and industry fundamentals

Closing Ag product offering gaps vs. competition by leveraging strengths in high hp agricultural equipment

Complexity reduction through global standardization and modular designed systems

1

CE restructuring: $87m savings planned for 2011

Best cost country sourcing (from ~$0.4bn in 2010 to $1bn in 2014)

Iveco

Volume increase in a restored-to-normalized-level European market

Expansion of special vehicle business and reorganization of bus segment

Maintain 2009 fixed cost base while increasing production volumes 2.5x by 2014

E t bli h Establishment t off Chinese Chi operations ti as b basis i ffor exportt

1 *

FPT Ind.

Pro-forma ex FPT segment

Increase of supply penetration of FPT Ind. products across all businesses

Sales development scenario driven by external sales take off (up to 47%), captive customers volumes recovery and new products ramp up

Profitability improvement over 5 years mainly on product costs reduction crash programs and volume growth

Leadership in cost efficient and innovative technologies for engines and transmissions (Multiair, (Multiair Multijet II)

1

Continuous focus on operating performance, cost reduction and optimization of industrial footprint

Source: Fiat 2010–2014 Business Plan 1. Mid-point of Trading Margin guidance


March 2011

17

2011-14 2011 14 financial targets 2010A

Targets g as p per Apr p 21,, 2010 Plan (€bn)

21 9

Revenues

1.1 9

Trading Profit

1.6 9 0.9 9

2011E

2012E

2013E

2014E

22

24

27

29

1.2-1.4

1.9-2.1

2.5-2.8

3.2-3.4

Industrial EBITDA

1.9

2.6

3.3

4.1

CAPEX

1.4

1.4

1.4

1.3

9 Better than 2010 guidance

• 2011-14 plan confirmed • 2011 targets


Revenues of ~€22bn Trading profit of €1.2-1.4bn Net Income ~€0.6bn Capital expenditures of ~€1.4bn €1.4bn Net industrial debt between €1.8 and 2.0bn 18

9

Solid financial structure positioned for growth

Refinancing g transactions finalized

;

Credit Ratings obtained

€4.2bn committed credit facility for Fiat Industrial 3 years €2.0bn RCF successfully syndicated

;

Moody’s: Ba1 (stable outlook) Corporate Family Rating

1-year €2.2bn bridge to Capital Markets term

facility plus 1-year extension at Company’s

S&P: BB+ (negative outlook) Corporate Credit Rating

option p

Transfer of ~€1bn in bilateral credit lines from Fiat

Internal reorganization completed

to Fiat Industrial

Access to the Capital Markets established

;

Fiat Industrial Finance established to serve as centralized treasury, performing: - Centralised Cash Management Operations

€10bn GMTN Program finalized

- Risk Management

Guarantor: Fiat Industrial S.p.A.

- Bank and Capital Market access

Issuers: Fiat Industrial S.p.A.’s controlled

- I/C financing of FI Companies

Treasury Vehicles


;

- Liquidity Investments

19

Corporate p Structure and Treasury y Vehicles Guarantor under the GMTN Program

Fiatt Fi Netherlands Holding N.V.

Iveco

FPT Industrial

S.p.A.

S.p.A.


Corporate Credit Ratings: BB+/Ba1

• €2.2bn €2 2bn bridge to capital market • €2.0bn RCF • ~€1bn in bilateral bank lines

Treasury vehicles

F.I. Finance S.p.A.

~89%

CNH Global N.V.

Rating: BB+/Ba3

Iveco + FPT (Foreign Operations)

F.I. Finance Europe S.A. (Lux)

F.I. Finance North America Inc. (USA)

Issuers under the GMTN Program

~€2.0bn bonds with no FI Guarantee

Going forward:

Fiat Industrial plans for its industrial operations to be net debt free by the end of 2013

Fiat Industrial aspires to achieve an investment grade rating, consistent with its industrial peers

New bonds may be issued by Fiat Industrial's treasury vehicles to fund industrial operations, as market conditions permit

Dividend policy for 2011 expected to remain unchanged, with expected payout range of 25% of consolidated income with a minimum payout of €100mn. The Board of Directors will articulate a dividend policy for later years within 2011


20

FY ‘10 Cash Flow and Net Debt breakdown (€/mn) Net Industrial (Debt)/Cash beginning of period De-merger debt allocation Adj. Net Industrial (Debt)/Cash beginning of period Nett IIncome N D&A (excl. Vehicle Buybacks) Change in Funds & Others Cash Flow from Op. Activities bef. Chg. in W.C. Change in Working Capital Cash Flow from Operating Activities Tangible & Intangible Capex (excl. Vehicle Buybacks) Cash Flow from Operating Activities net of Capex Change in Investments, Scope & Other Net Industrial Cash Flow Capital Increase/ Dividends (*) FX Translation Effect Change in Net Industrial Debt Net Industrial (Debt)/Cash end of period

(1.315)

(€/bn)

(2.521)

Dec 31 Dec. 31, ‘10 10

Cons.

Ind.

Fin.

Gross Debt*

15.8

4.3

11.5

Derivatives M-to-M, Net

0.1

0.1

-

Cash & Mktable Securities

(3.7)

(2.5)

(1.2)

Net Debt

12.2

1.9

10.3

(3.836) 378 662 351 1.391 993 2.384 (871) 1.513

* Net of intersegment receivables and including:

114 1.627 307

Net I/C debt between Fiat and Fiat Industrial

2.8

1.8

1.0

2 1.936 (1.900)

Fully repaid in January 2011


21

Debt maturity schedule1 Of which €2.2bn relate to a bridge to capital markets to be replaced with bonds on Treasuryy Vehicles

€/bn Outstanding Dec. 31, 2010

5.1 2.2 02 0.2 7.5

Bank Debt Capital Market 2 Other Debt Total Cash Maturities

3.7

Cash & Mktable Securities

0.7

2011

2012

2013

2014

2015

Beyond

1.1 02 0.2 1.3

2.8 0.1 2.9

0.8 0.8 1.6

0.2 0.2

0.1 0.1

0.1 1.3 1.4

of which ABS related

2.0

Undrawn committed credit lines

1.1

Sale of Receivables (IFRS de-recognition compliant)

0.4

Existing bonds issued by CNH with no FI guarantee

of which receivables sold to financial services JV (Iveco Finance Holding Ltd) Committed Credit Facilities on Treasury Vehicles

1

2

Including outstanding and cash maturities of credit lines made available to Fiat Industrial in January 2011 and utilized to repay intercompany debt to Fiat post-demerger (€2.8bn) Excluding Bond fair value, including interest accruals


22

Conclusion 1

Fiat Industrial: a global leader by scale, scope and size with a powerful b brand d portfolio tf li

2

Uniquely diversified across products and geographies

3

Excellent growth prospects through robust market recovery and strong emerging markets positions

4

Large margin improvement driven by top-line growth, strong engine platform and efficiency gains

5

Solid financial structure and strong liquidity position

6

Deleverage potential to achieve zero net debt by 2013

Fiat Industrial: a compelling investment case Fiat Industrial S.p.A.

23

Appendix

20 Novembre, 2010

FY ‘10 2Fiat Industrial – Revenues and trading profit by business CNH

Revenues (€mn)

Double-digit growth in FY revenue on improved demand for AG driven 2,415 8,307

52.8%

21,342 (1,286)

by increased global commodity prices and healthy recovery in CE demand, particularly in the Americas and Asia-Pacific markets Trading gp profit of €755mn, up p €418mn ((a 300 bps p margin g improvement) p )

15 6% 15.6%

due to higher sales volumes, increased capacity utilization in the

11,906

18.8%

17.8%

Americas, improved product mix and pricing

Iveco Revenues up 15.6% with overall deliveries up 24.8% to ~130k

CNH

IVECO

FPT Industrial

Eliminations & Others

FY‘10

(+52.4% in LA; +41.6% in East Europe; +17.3% in WE) Improvement of €165mn in trading profit with 3.3% margin primarily driven by higher sales volumes and production efficiencies

Trading profit (€mn)

270 755

+2.6x

65

2

1,092

+3.4x

Revenues 1.5x of last year level on strong volume recovery Swing of €196mn over last year in trading profit (2.7% margin) on

+2.2x

CNH

FPT Industrial*

n.a.

IVECO

FPT Industrial

Eliminations & Others

FY‘10

strong volume increase and manufacturing & material efficiencies

*FPT Industrial includes activities of Industrial & Marine business line of former FPT Powertrain Technologies sector Fiat Industrial S.p.A.

25

CNH Agricultural Equipment 2Sales volume & industry outlook • FY ‘10 Global AG industry up 8%

FY ‘10

FY ’11E

Industry

CNH

Industry

(change vs. prior year)

(performance relative to mkt)

(change vs. prior year)

WW

+8%

+0-5%

NA

+5%

~ +5%