Sergio Marchionne, CEO. The New Fiat Group: A Commitment to Execution. Fiat Analyst & Investor Day Balocco - July 26, 2004

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1 Sergio Marchionne, CEO The New Fiat Group: A Commitment to Execution Fiat Analyst & Investor Day Balocco - July 26, 2004

2 Agenda Who we are today A snapshot view of Q2 04 results What we have done in the last 60 days Preliminary assessment of the Group The Re-launch Plan and how it looks now The Fiat Auto business A way forward for the Group Our financial objectives Conclusions The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 1

3 Who We Are Today Automotive Group, heavily skewed towards Europe, but with potentially world-class global businesses Recent history of unsuccessfully competing in the market and not achieving full potential Levered, with the need to make two capital calls in the last 2 ½ years Hit low point in 2002, but progressive improvement since then Unduly frequent leadership changes in the last 2 years Strategic stance now clear Fiat Auto Iveco Comau Ferrari Revenues by Sector ( bn) CNH Marelli Teksid Others & Elim. The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 2

4 Q Highlights 6% revenue growth from continuing operations* Sixth consecutive quarter of improving operating result from continuing operations vs. previous year quarter Group operating income at 18mn, a reversal of a-year-ago 100mn loss from continuing operations: Continued profit improvement at CNH, Iveco and Components Fiat Auto in line with last year, hindered by destocking, industrial action, higher R&D Over 300mn positive cash flow from operating activities Net financial position at 4.3bn, better than Q1 Sound cash position at 6.9bn, 1.3bn higher than Q1 * Continuing Operations: net of Fidis Retail Italia, Brazilian Auto Retail Fin. Op., Fraikin, IPI, Toro, FiatAvio The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 3

5 What We Have Done in the Last 60 Days Review of Details of the 2003 Re-launch Plan Operating performance and operating plans of all sectors, with special emphasis on Fiat Auto Preliminary assessment of sector leadership teams Met with Major lending banks General Motors management The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 4

6 Preliminary Assessment of Fiat Group: The Positives Shift from conglomerate to industrial group is complete Notion that Fiat is industrial group with a focus on automotive activities settled and embraced Other main interests (i.e. Italenergia), not in the medium to long term interest of the Group 2003 Re-launch Plan strategically sound and financial resources are available to complete it Significant potential to improve across all businesses (cf. competitors) Significant renewal of product offerings Some areas of technology leadership (i.e. diesel engines) Undisputed leadership in luxury end of automotive market Substantial amount of realignment of production facilities completed The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 5

7 Preliminary Assessment of Fiat Group: The Negatives 2003 Re-launch Plan strategically sound and financial resources are available to complete it, but Timelines overly optimistic Organisational structure inadequate to meet objectives Crafted without assessing competitive response Inward looking organization, especially in Fiat Auto and central functions Limited number of managers with international experience Not committed to operational excellence No desire or history of benchmarking Unwarranted complexity in the way we do business Unclear role for central functions, and complex relationship with operating units Underdeveloped and uncoordinated financial services activities Slow to react and decide Limited leadership renewal at n-1 level No focus on leadership as the key element of change The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 6

8 Fiat Auto Business Assessment Good acceptance of new products (i.e. Panda Car of the Year 2004) Cost reduction broadly in line with Re-launch Plan Industrial joint ventures running well BUT Self-inflicted industrial complexity is the largest issue No operational benchmarking against competition Engineering driven, with not enough attention paid to brand image BU structure reduces operational efficiency of the Group Suboptimal production and platform choices Investments based on unrealistic market growth and penetration expectations Missed investment opportunities Push rather than pull market tactics Dealer network continues to be underdeveloped and insufficient resources devoted to the task Organizational structure dysfunctional and unaccountable Volume growth lower than expected due to tough competition (a persistent problem) The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 7

9 Historical Returns on Sales - Selected Automotive Groups % Year Ford Nissan Toyota Renault Peugeot GM Fiat Auto The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 8

10 Fiat Auto: A New Organization Brand & Commercial Fiat CEO A B/L0 C/L1 D+E LCV Key Cross Functions Engineering & Design Manufacturing Alfa Romeo Lancia LCV Supply Chain Network Development & Coordination Fleet Management Quality After Sales Financial Services Purchasing P&L Responsible Held to Efficiency Standards Platforms Powertrain Finance Human Resources Business Development Communication & Institutional Relations Information Systems General Affairs A flat organization (20+ direct reports) Designed to create and nurture accountability The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 9

11 Benefits of the New Fiat Auto Management Structure Creates tension between Market and customer focus (brand and commercial management) Cost (platform management) with central functions being held to high standards of operational efficiency Strengthens commercial and marketing bias Platform and brand profitability accountability will push down on capital usage Unclogs decision making process Allows for younger high potentials to be part of senior management process and renews leadership ranks Some key appointments being made ex-group Quality Network development The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 10

12 Fiat Auto s Capacity Issue Uneven and inconsistent approach to the measurement in the industry (including Fiat) For Fiat Auto Partly a legacy issue ( good old days of 2.6 million cars ) Confused by capital over commitment to series volumes Ignores restructuring efforts in the recent past Should not be based on nominal capacity, but staffed and usable capacity Will naturally self-restrict as new paint-line regulations come into force in 2007 Conclusion Will adopt transparent and consistent approach and use it to benchmark itself against competition No plant closure in Italy while continuing to drive for competitive performance and operational efficiency The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 11

13 The GM Relationship: The Industrial Alliances Sound industrial alliances with good working relationship Worldwide purchasing yielding substantial cost savings in line with expectations Powertrain joint venture progressing but operational efficiencies below expectations Aggressively being pursued in agreement with GM Joint platform development progressing well The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 12

14 The GM Relationship: The Put - I In the framework of a broad industrial alliance, Fiat and GM signed in 2000 a Master Agreement which contemplates the option for Fiat to put its entire stake in Fiat Auto to GM in the period January 24, 2004 / July 24, 2009 at fair market value In 2003 GM has alleged that certain acts carried out by Fiat could constitute breaches of the Master Agreement entitling General Motors to terminate the agreement and with it the put option On October 26, 2003 Fiat and GM agreed in a Standstill Agreement to: shift the put period by one year, from January 24, 2004 / July 24, 2009 to January 24, 2005 / July 24, 2010 preclude both parties from initiating legal proceedings relating to the Master Agreement until December 15, 2004, while preserving their respective rights The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 13

15 The GM Relationship: The Put - II After reviewing GM allegations and based on legal advice, Fiat continues to regard the put option as effective and exercisable in accordance with the provisions of the Master Agreement Fiat sees no industrial or financial benefit in renewing the Standstill Agreement While every management effort is being and will be made to improve the operating performance and market prospects of Fiat Auto, the Group sees the put as a valuable asset and as such all efforts will be made to preserve its value and efficacy From Fiat s standpoint, the Put will become exercisable on its terms starting January 2005 The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 14

16 Iveco Business Assessment Complete vehicle and engine range Renovated, environmentally compliant product line Fast-growing powertrain division but with significant opportunities for growth and profit improvement Extending from an international to a global player Increasing its presence in heavy trucks Rounding out its distribution network The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 15

17 CNH Business Assessment Global player Global presence Balanced market share across major markets Renewed product range Growing Financial Services platform Strong global Construction Equipment alliances but with significant opportunities for further growth and profit improvement Customer & dealer support to be strengthened Capital employed in the business could be lower Global sourcing opportunities to be captured The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 16

18 Components Businesses Assessment Profitability improvement in line with Re-launch Plan targets Strong product innovation capabilities at Marelli Growth opportunities in emerging markets at Comau Global business at Teksid but with significant opportunities for further development Strengthening controls on job progress management at Comau Lessening high dependence on Fiat in Europe at Teksid The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 17

19 Fiat s Commitment to Execution A way forward

20 The Group will be Run by an Executive Council Decision making forum for Capital allocations Reviewing business operations Assessing external environment Evaluating Group s opportunities and threats Sharing best practices Maximizes group-wide synergies Conduit for dissemination of Group decisions and approaches Lives Group Leadership Values The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 19

21 The Group Executive Council Operations Operations Fiat Group CEO Fiat Group CEO Group and Support Functions Group and Support Functions Fiat Auto CEO Fiat Auto CEO Chief Financial Officer Chief Financial Officer CNH CEO CNH CEO Iveco CEO Iveco CEO Magneti Marelli CEO Magneti Marelli CEO Comau CEO Comau CEO Teksid CEO Teksid CEO Centro Ricerche Fiat CEO Centro Ricerche Fiat CEO Group Wide Initiatives Group Wide Initiatives Human Resources Human Resources Strategy and Business Development Strategy and Business Development Group Purchasing Coordination Group Purchasing Coordination Business Solutions CEO Business Solutions CEO The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 20

22 A New Focus on Leadership as the Instrument of Change Used as common evaluation process for Fiat employees Top field and corporate business leaders must be assessed within 90 days (30 days for GEC s direct reports) Green quadrants contain keepers and leaders capable of development Yellow quadrants require further review to be completed within 6-12 months Pink quadrants must be decided within 3 months Red quadrant contains unacceptable and non-developable resources Performance High Low Leadership Values High Used to determine configuration of Fiat Auto leadership group The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 21

23 A Commitment to Achieve Best in Class Financial Performance by 2007 (ex Fiat Auto) Thorough assessment of competitive framework for each of the businesses Assessment of performance and development purely in terms of competitive positioning and ranking of each business Selection of leaders on the basis of their ability to achieve these objectives Bold allocation of resources to cure gaping strategic holes i.e. network development for Auto No incrementalism (i.e. reaching for discontinuity) Fiat Auto not at full potential until Legacy issues have filtered away Platform and components convergence has been achieved The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 22

24 Our Financial Objectives (all data under Italian GAAP, subject to restatement to IAS) Match best in class performance in each of the businesses by 2007 Fiat Auto 2-4% peak of cycle; 1% at the trough CNH Iveco Components 10% peak of cycle; 6% at the trough* 7.5% peak of cycle; 4% at the trough 5-7% peak of cycle; 2% at the trough Translating into 2007 Group targets of: Revenue CAGR of 6% Group ROS 5/6% Net income of 1.4/1.8 billion EPS of 1.1/1.4 ** * Excluding Goodwill ** On a fully-diluted basis The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 23

25 Variance Analysis Group Plan Variances 2007 vs 2003 ( bn) a 2003 Vol / Mix Price Costs R&D SG&A & Oth 2007 a (0.3) Change in Scope (0.5) (0.2) (0.7) z z The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 24

26 Financial Targets (all data under Italian GAAP, subject to restatement to IAS) 2004 Group outlook Group operating income break-even from a 740 million loss in 2003 Negative cash flow before exceptionals down from 2.8 billion to approximately 1.0 billion 2005 targets Small Fiat Auto operating loss Group net result still negative before exceptionals Cash flow positive due to exceptionals 2006 targets Positive Group cash flow before exceptionals Positive Fiat Auto operating income and operating cash flow Positive net result in excess of 500 million Quarter over prior year quarter continuous improvement The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 25

27 Conclusions Our past An underperformer Inward focused Unresponsive to capital Quick fix prone Our future Willing and able to embrace competition Confident it has sufficient financial and human resources to complete the task A collection of automotive businesses that are the best in their class A commitment to execution and leadership The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 26

28 Appendix

29 The New Fiat Performance Framework: Leading Change Fiat people lead change by Being candid with themselves and others Cherishing competition Having the energy to deliver Delivering as a way of life Keeping things simple Acting quickly and decisively Reaching for discontinuity And above all else, by acting with integrity The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 28

30 The New Fiat Performance Framework: Leading People FIAT leaders lead by Coaching people towards their full potential Setting high performance standards Giving people the freedom to act Guaranteeing freedom of information Holding themselves and others accountable Measuring, demanding, sharing and recognizing success Generating optimism through a customer focused vision Making tough calls Providing candid feedback Building only the best teams Encouraging and supporting people at risk Treating people with dignity and fairness And above all else, by acting with integrity The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 29

31 The Required 4Ds for Fiat Leaders DRIVE, DEVELOP, DECIDE and DELIVER The New Fiat Group Fiat Analyst & Investor Day Balocco - July 26, 2004 Slide 30

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