 20 Novembre, 2010 Fiat Industrial European/UK Capital Goods and Aerospace and Defence Conference December 5, 2012 Filing under Rule 425 under the U.S. Securities Act of 1933 Filer: Fiat Industrial S.p.A. Subject Company: CNH Global N.V. CNH Global N.V.’s Exchange Act File No.: 333-05752 |
 20 Novembre, 2010 Fiat Industrial 2012 Outlook Q3 & Sep YTD Results |
 3 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Fiat Industrial Combination of FI and CNH – recent steps November 26, 2012 • Fiat Industrial and CNH Global announce definitive agreement to combine businesses November 22, 2012 • Fiat Industrial acknowledges CNH Special Committee announcement that it views favorably Fiat Industrial’s strategic combination proposal in the form delivered on November 19, 2012 November 19, 2012 • Fiat Industrial submits best and final offer to combine with CNH Global November 12, 2012 • Fiat Industrial Announces Key Appointments, with objective of enhancing operational integration of Fiat Industrial and CNH, and the formation of a Group Executive Council (“GEC”), creation of 4 Regional COO positions and a CFO, all reporting to a Group COO October 15, 2012 • Fiat Industrial S.p.A. is advised that the special committee of the Board of CNH Global N.V. has determined not to recommend the strategic combination of Fiat Industrial and CNH on the terms proposed by Fiat Industrial on May 30, 2012 May 30, 2012 • Fiat Industrial proposes a combination with CNH Global |
 4 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Fiat Industrial Group Executive Council (GEC) The Group Executive Council (GEC) is the highest executive decision making body within Fiat Industrial outside of its Board of Directors1. It is responsible for reviewing the operating performance of the businesses, setting performance targets, making key strategic decisions and investments for the Group, making capital allocations and sharing best practices, including the development and deployment of key human resources |
 5 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference • The Merger Agreement provide that FI and CNH will each merge into a newly-formed company organized under the laws of the Netherlands (NewCo). FI shareholders will receive one NewCo share for each FI share and CNH shareholders will receive 3.828 NewCo shares for each CNH share in the merger CNH would pay a cash dividend of US$10 per CNH share to the CNH minority shareholders prior to completion of the merger CNH will use its reasonable best efforts for the dividend to be paid prior to December 31, 2012 or as promptly thereafter as practicable The NewCo shares will be listed on the New York Stock Exchange. NewCo will also use its reasonable best efforts to cause the NewCo shares to be admitted to listing on the Mercato Telematico Azionario managed by Borsa Italiana shortly following the closing of the mergers NewCo will implement a loyalty voting structure; shareholders of each company that are present or represented by proxy at the respective shareholders’ meetings to consider the merger transaction and that continue to hold their shares until completion of the merger may elect to receive common shares registered in a special segment of NewCo’s share register and be entitled to two votes per share. NewCo shareholders will be entitled to retain double-vote shares indefinitely. If a NewCo shareholder transfers shares entitled to double votes, the shares will revert to the regular segment of the register and will be entitled to a single vote per share. Following completion of the merger, new shareholders may earn a double vote through a loyalty mechanism by holding the shares continuously for at least three years Fiat Industrial FI and CNH announce definitive Agreement to combine businesses |
 6 • The existence of two distinct equity securities for FI and CNH listed on separate markets is the result of a series of transactions pursued in the past by FIAT Group • The current structure is cumbersome and inefficient in several respects Small public float and liquidity of CNH Constrains the Group’s valuation Limits ability by top US capital goods investors to build meaningful positions in CNH Creates holding company discount at FI group level Limits the Group’s ability to capture strategic opportunities using equity Multiple jurisdictions and layers of governance complicate intra-group dealings • These issues have been magnified following the demerger because of the greater prominence of CNH within FI Group Fiat Industrial Assessment of the current situation Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 7 Iveco CNH Global N.V. CNH Global N.V. ~88% • Listed on the Milan Stock Exchange FPT Industrial 100% 100% NewCo Iveco FPT Industrial 100% 100% CNH 100% Current Group Structure Group Structure Post Transaction Completion • Former FI shareholders • Former CNH shareholders • Incorporated in the Netherlands • Listed on the NYSE as a FPI • Incorporated in the Netherlands • Incorporated in Italy • Listed on the NYSE and Milan Stock Exchange • Loyalty voting structure • FI shareholders • CNH minorities ~12% X % (1) Less than current ~12% in CNH Fiat Industrial Group structure pre and post completion 1 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 8 Capital Markets and Valuation • Create a single class liquid stock listed in New York and Milan • Build a true peer to the major North American-based capital goods companies • Increase liquidity and attract new capital goods-focused investor base and analyst coverage in the US • Capitalize on scarcity value deriving from being the only significant agricultural equipment player listed in Europe • Eliminate CNH illiquidity discount and achieve, over time, a valuation more in line with global capital goods peers • Improve credit profile and access a broader liquidity pool Strategic and Operational • Create opportunities for regional consolidation of Financial Services platforms or common development of new infrastructures in developing markets • Acquire greater scale in key emerging markets, such as China, Brazil, Argentina, translating into more effective local execution • Simplify intra-group dealings • Secure powertrain know-how for CNH • Increase flexibility to pursue strategic transactions and reward long-term shareholding Fiat Industrial Rationale for the transaction Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 9 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference DJSI World – Industrial Engineering Eligible companies: 95 Admitted companies: 12 FIAT INDUSTRIAL SPA (Leader) ABB LTD ALSTOM SA ATLAS COPCO AB CATERPILLAR INC CUMMINS INC INGERSOLL-RAND PLC KOMATSU LTD MAN SKF AB VOLVO AB XYLEM INC 85 85 51 55 77 48 51 87 87 83 88 88 Fiat Industrial confirmed in DJSI World and Europe indexes, ranking as Sector Leader in the Industrial Engineering sector, for the second consecutive year DJSI World and Europe equity indexes only admit companies that are best- in-class in managing their businesses according to sustainability criteria Fiat Industrial Sector Leader DJSI: Results of the 2012 assessment |
 20 Novembre, 2010 2012 Outlook |
 11 Fiat Industrial Outlook * Revenues above €25bn Trading profit in excess of €2bn Net income of approximately €0.9bn Net industrial debt between €1.2bn and €1.5bn Cash and cash equivalents in excess of €4.0bn Capital expenditures between €1.2bn and €1.4bn * As per Q3 & Sep YTD Analysts’ conference call On the back of the Group’s performance to date and our expectations of solid trading conditions across all sectors, especially CNH, Fiat Industrial is firming up its 2012 guidance as follows: Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 20 Novembre, 2010 Q3 & Sep YTD Results |
 13 204 297 2.0 2.2 4.9 5.7 Positive swing of €93mn, or +45.6% Up €0.2bn, with positive cash flow from operations offset by seasonal working capital absorption and sustained capital expenditure levels Up 7.9%, as continued robust growth for AG Equipment more than compensated for weaker trading conditions in other businesses Up €91mn over the prior year Down €0.8bn, mainly attributable to cash utilization related to portfolio growth for financial services and capital expenditure (inclusive of €1.6bn in undrawn committed facilities) 7.9% 18.8% 5.9 6.3 0.8 p.p. 484 575 8.3% 9.1% Up 0.8p.p. with CNH achieving strong margin gains and both Iveco and FPT Industrial maintaining margins substantially in line with prior year levels despite volume declines Q3 ’11 Q3 ’12 Q3 ’11 Q3 ’12 Q3 ’11 Q3 ’12 Jun-end ’12 Sep-end ’12 Q3 ’11 Q3 ’12 Jun-end ’12 Sep-end ’12 Q3 ’12 highlights Trading profit up 18.8% with continuing margin improvement y-o-y Net result (€/mn) Net industrial debt (€/bn) Available Liquidity (€/bn) Revenues (€/bn) Trading margin Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Trading profit (€/mn) |
 Continued robust performance for AG Equipment business driving top-line growth CNH IVECO FPT Industrial Eliminations & Others 448 575 110 26 (9) -13.3% 1,300 1,641 301 78 (38) 36.8% Q3 ’12 CNH IVECO FPT Industrial Eliminations & Others Sep YTD ’12 CNH IVECO FPT Industrial Eliminations & Others 4,088 6,313 2,054 646 (475) 12,004 18,771 6,226 2,106 (1,565) Q3 ‘12 CNH IVECO FPT Industrial Eliminations & Others Sep YTD ‘12 (€mn) 2012 2012` Q3 & Sep YTD ’12 Revenues and trading profit by business Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 33.3% -10.6% 18.8% 39.8% -8.5% 27.1% 17.4% -7.3% 7.9% -12.9% 18.5% -8.1% 7.5% -8.8% 14 |
 (€mn) “Unusual items, net”: Net unusual expenses of €9mn vs. €28mn in Q3 ’11; in both cases related primarily to restructuring charges for Iveco “Financial charges, net”: Improvement of €24mn was primarily attributable to a reduction in funding costs and lower foreign exchange losses “Taxes”: Effective tax rate of 38% was in line with current expectations for the full year From trading profit to net result Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Q3 2011 Q3 2012 Sep YTD 2011 Sep YTD 2012 Trading profit 484 575 91 1,291 1,641 350 Unusual items, net (28) (9) 19 (55) (140) (85) Operating income 456 566 110 1,236 1,501 265 Financial charges, net (134) (110) 24 (374) (328) 46 Investment income, net 18 23 5 74 66 (8) Pre-tax result 340 479 139 936 1,239 303 Taxes (136) (182) (46) (379) (479) (100) Net result 204 297 93 557 760 203 15 |
 16 (*) Net Industrial debt average calculated on a monthly basis (**) Includes €13mn breakage cost “FY ’12 guidance for Financial Charges of ~€400mn, with a +/- 10% range potentially deriving from variations in the actual cash flow and FX exposure of the Group” February 2012 - FI Analysts Call Financial charges breakdown Q3 ’12 vs. Q3 ’11 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Average Outstanding (€/bn) Rate (%) P/L (€/mn) Average Outstanding (€/bn) Rate (%) P/L (€/mn) Capital Market (fixed) (4.2) 6.8% (71) (4.5) 6.9% (79) Short-term Debt (floating) (2.5) 8.3% (51)** (3.4) 4.1% (35) Gross Industrial Debt (6.7) 7.3% (122) (8.0) 5.7% (114) Industrial Cash & Net Intersegment Financial Receivables 4.3 2.2% 23 4.9 2.5% 30 Net Industrial Debt * (2.4) (99) (3.1) (84) IAS 19 (interest cost on pension & OPEB) (17) (17) FX (18) (9) Net Financial Charges (134) (110) |
 (€mn) Cash flow Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 17 Q3 '12 Sep YTD '12 Net Industrial (Debt)/Cash beginning of period (1,963) (1,239) Net Income 297 760 D&A (excl. Vehicle Buybacks) 176 528 Change in Funds & Others (50) (11) Cash Flow from Op. Activities bef. Chg. in W.C. 423 1,277 Change in Working Capital (386) (1,332) Cash Flow from Operating Activities 37 (55) Tangible & Intangible Capex (excl. Vehicle Buybacks) (291) (798) Cash Flow from Operating Activities net of Capex (254) (853) Change in Investments, Scope & Other 4 59 Net Industrial Cash Flow (250) (794) Capital Increase / Share Repurchases / Dividends (1) (233) FX Translation Effect 11 63 Change in Net Industrial Debt (240) (964) Net Industrial (Debt)/Cash end of period (2,203) (2,203) • Absorption from change in working capital broadly anticipated as a function of seasonal lower production levels • Capex at 1.7x D&A in the quarter vs. 1.3x last year Q3 ’12 |
 20 Novembre, 2010 CNH |
 CNH Agricultural & Construction Equipment Margin up 1.3p.p. to 11% (39) 336 54 (24) 9.7% 11.0% 448 10 Q3 ‘11 Volume /Mix Pricing, Net Prod. Cost SG&A Other Q3 ’12 R&D (24) 135 3,769 3,019 2011 2012 3,632 4,147 3,481 4,088 CNH revenues at €4.1bn up 17% (+4% in US$), net sales of equipment distribution by region: NA 46%, EAME & CIS 27%, LA 15%, APAC 12% AG at €3.2bn up 27% (+12% in US$) on high commodity prices and despite the severe drought in NA Global tractor and combine unit deliveries up 9% CE at €667mn down 10% (-21% in US$) on considerably slower industry recovery in every region Units deliveries down 20% (Light down 21%; Heavy down 18%) Trading profit of €448mn up €112mn Increased volume for AG equipment Better mix, positive pricing and purchasing efficiencies for both AG and CE R&D spending continues to be at elevated levels as CNH is investing in new products and engine emissions compliance programs Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 19 |
 CNH Agricultural Equipment Sales volume & industry outlook From Jan 1 st 2011 onward region split has been changed as follows: NA: USA, Canada and Mexico; EAME & CIS: 27 EU Countries, CIS, Balkans, African continent, Middle East; LA: Central and South America, and Caribbean Islands; APAC: Continental Asia and Oceania • Tractors demand flat to down 5% • Combines demand flat to down 5% WW (6%) (0-5%) NA 7% 0-5% <40hp 8% ~+5% 40+hp 7% 0-5% EAME & CIS (8%) (0-5%) LA 9% Flat APAC (10%) ~(5%) WW 4% (0-5%) NA 11% ~(10%) EAME & CIS 3% 5-10% LA (1%) (0-5%) APAC (21%) (5-10%) WW AG (6%) (0-5%) 20 change vs. Prior year Q3 ’12 FY ’12E Industry CNH * Industry * Performance relative to mkt • Q3 ’12 • FY ’12 expectations • Tractors demand down 6% on difficult market in the EAME & CIS and APAC regions • Combines demand up 4% on a positive NA market Global AG industry down 6% CNH share performance was positive for both tractors and combines • Tractor share was up in the high horsepower tractor segment in North America Global AG demand flat to down 5% vs. 2011 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 CNH Construction Equipment Sales volume & industry outlook From Jan 1 st 2011 onward region split has been changed as follows: NA: USA, Canada and Mexico; EAME & CIS: 27 EU Countries, CIS, Balkans, African continent, Middle East; LA: Central and South America, and Caribbean Islands; APAC: Continental Asia and Oceania Light equipment demand up 5 to 10% Heavy equipment demand down 10 to 15% * Performance relative to mkt WW 2% 5-10% NA 15% ~+25% EAME & CIS (3%) 0-5% LA (11%) 0-5% APAC Flat Flat WW (13%) (10-15%) NA 27% 20-25% EAME & CIS 8% 5-10% LA (14%) (5-10%) APAC (28%) (25-30%) WW CE (5%) (0-5%) change vs. Prior year Q3 ’12 FY ’12E Industry CNH * Industry • NA: +19% • EAME & CIS: +1% • LA: -12% • APAC: -18% Overall CE industry down 5% • Q3 ’12 Construction equipment share in line with the market • Gains in LA as a result of new product launches and good equipment availability • FY ’12 expectations 21 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 22 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference CNH Agricultural & Construction Equipment Inventory Management (Units of Equipment) * Excluding Joint Ventures Source: CNH Internal Data Third quarter overproduction vs. retail 6% ahead of scheduled production downtime in the fourth quarter Expected underproduction vs. retail in the fourth quarter Third quarter underproduction vs. retail 3% Expected underproduction vs. retail in the fourth quarter Company Inventory Dealer Inventory CNH Retail Sales* CNH Production* Company Inventory Dealer Inventory CNH Retail Sales* CNH Production* Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 10 11 -11 Q3- 11 -11 Q1- Q2- Q3- Q4- Q1- Q2 Q4 12 12 12 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 10 11 -11 Q3- 11 -11 Q1- Q2- Q3- Q4' Q1' Q2 Q4 12 12 12 |
 23 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference CNH Agricultural & Construction Equipment Main product launches FR forage harvester models in Europe New series of professional fixed chamber Roll Balers, leveraging on the long term strategic partnership signed with Orkel Tier 4 interim H Series Forklifts and N Series Tractor Loaders in North America CX55B Mini Excavator in Latin America SR130 and SR150 Skid Steer Loaders in India E55B Mini Excavator in Latin America LM1445F & LM1745 Telehandler in Latin America 4WD Steiger Rowtrac, narrow tracks in North America Combine line-up now available with optional folding auger with length up to 34-feet |
 20 Novembre, 2010 Iveco |
 Iveco Margins substantially in line with Q3 ’11 despite volume declines 38 (51) 123 (21) 21 5.6% 5.4% 110 1 Q3 ‘11 Volume /Mix Price Prod. Cost SG&A Other Q3‘12 R&D (1) Purch. 0 • Revenues down 7% to €2.1bn, due to activity drop both in Europe (-7%) and in LatAm (-18%), partially compensated by a more favorable product mix • Overall volumes -18% to 29k units By geography WE -23% to 15k units: Italy (-25%), Germany (-25%), France (-15%), Spain (-30%) & UK (-33%) EE -9% LA -27% RoW +19% By segment Light -18%; Medium -34%; Heavy -16% • Trading profit at €110mn with margin at 5.4% (-0.2 p.p.) due to volume effects and prices adjustments, almost entirely offset by industrial efficiencies and overheads cuts 2,123 1,899 2011 2012 2,273 2,435 2,054 2,215 25 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 Iveco Industry outlook Europe down 15% (WE down 20% and EE up 8%) LA down 19% RoW up 79% * From Jan 1 st 2011 onwards information concerning EE industry figures are no longer available; with reference to WE market share are estimated 1. Including all segments change vs. prior year Industry ( 3.5T)* Q3 ’12 FY ’12E WE -7.9% -5 / -10% LA -28.6% -10/ -15% • Q3 ’12 WE overall industry down 7.9% vs. Q3 ’11 Light: -4.5%; Medium: -9.7%; Heavy: -13.3% LA markets down 28.6% vs. Q3’11 (Brazil: down 32%; Venezuela down 11%; Argentina: down 20%) Light: -29.4% ; Medium: -27.6%; Heavy: -29.7% • FY ’12 expectations WE market stabilized at previous quarters levels, with a possible turnaround in second half of next year, as a result of a pre-buy before Euro VI LA markets decrease expected, mainly driven by Brazil (due to Euro III pre-buy effect, compounded by Euro V fuel distribution concerns). Government stimulus program favorable financing conditions might accelerate demand in last quarter of the year Iveco Order intake 1 [k/units] Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Iveco Q3 ’12 order intake decreased 6% vs. last year, back to 2010 activity levels (stabilized vs. Q2 ’12) 26 |
 Iveco European company and dealer inventories K-units Commercial Vehicles vs.Q3 ’11 Dealer inventory Company inventory -13% or -2.3k units -11% or -0.9k units Progressive resizing of Dealers New Vehicles inventories : down 16% vs. Q4 ’11, despite seasonality effects, still well below Q2 ’08 / Q3 ’09 crisis levels (respectively -54% and -23%) Dealers Network inventories end Q3 ’12 still below 3 months of average sales Q1'08 Q2'08 Q3'08 Q4'08 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 27 |
 Iveco Market shares by region 1 2.8-6T at 6.2% (-0.9 p.p. vs. last year) 2 Brazil: Light at 25,8% (+5,7 p.p.); Medium at 4,1% (-0,9 p.p.); Heavy at 8% (-4,4p.p.) LA market share 3.5T at 11.3%, +0.1p.p. vs. last year Light segment excellent performance going on leveraging on Daily model strong brand image Medium segment recovery starting, supported by new Tector and Euro V Vertis models launches Heavy segment still under pressure from aggressive competition in Brazil Light (3.5-7.9T) Medium (8.0-31T) Heavy (>31T) LA market share Q3 ’12 17.7% 7.1% 12.1% Change vs. Q3 ’11 +2.4p.p. -0.1p.p. -2.2p.p. 10.1 9.3 18.9 21.7 9.6 11.4 Q3 ‘12 Q3 ‘11 +2.8pp -0.8pp 2 +1.8pp Q3 ‘12 Q3 ‘11 Q3 ‘12 Q3 ‘11 WE market share Q3 ’12 11.7% 1 23.9% 7.8% Change vs. Q3 ’11 Change at mix 2011 -2.1p.p. -1.3p.p. -1.9p.p. -1.5p.p. +0.1p.p. +0.7p.p. Light (3.5-6T) Medium Heavy WE market share 3.5T at 11.6% (7.6% 2.8T), down 1.3p.p. vs. Q3 ’11 (down 0.6p.p. at market mix 2011) Light segment positions affected by both aggressive price competition and unfavorable market mix Medium segment 2 nd position confirmed. Italy market share at 68.2% up 4.6p.p. Heavy segment market share increasing in all countries. Gained 1.0 point in the tractors segment Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 28 |
 Iveco 64 th edition of the International Commercial Vehicle Show (IAA) 8 – 13 LITRES Up to 500 HP 18 ÷ 56 TON 8 – 13 LITRES Up to 560 HP Up to 104 TON 4 – 6 LITRES Up to 300 HP Up to 18 TON Electric Asynchromotor 120 km Urban Cycle > 210 Km NEDC Cycle 82 HP Max Speed = 70 Km/h 3 LITRES 170 HP 19 + 1 PLACES EEV 10 LITRES Up to 450 HP 49 + 1 + 1 PLACES EURO VI 9-11-13 LITRES Up to 560 HP 18 ÷ 44 TON STYLING & DESIGN AWARD Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 29 |
    Iveco China • China Industry Commercial Vehicles market down 8% vs. last year • JVs sales up 13.6% vs. last year at 33k units, reaching 5.4% market share vs. 4.4% in Q3 ’11 Non-consolidated sales [k/units] Q3 ’10 730 Q3 ’11 670 625 Q3 ’09 613 Q3 ’12 Industry volumes (>1,8t) [k/units] Q3 ’12 Q3 ’10 33 Q3 ’11 29 Q3 ’09 33 27 Light Bus (Daily) at 10.0%, down 2.2p.p. vs. Q3 ’11 Light Trucks (Yuejin) at 5.2%, up 1.5p.p. vs. Q3 ’11 Heavy Truck (SIH) at 2.7%, up 0.4p.p. vs. Q3 ’11 Light Bus 3.5-7m (Daily segment) up 9.7% Light Truck 1.8-6t (Yuejin segment) down 3.7% Heavy >14t (SIH segment) down 28.8% Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference 30 |
 Iveco Focus on Africa sales development • Joint-Venture with local partner • Plant to be located in Pretoria area JV : 60% Iveco / 40% Larimar, diversified South African group operating in passenger & freight transport, bus engineering and manufacturing, and financial services €36mn investments in 2013 for the production facilities Production to deserve by priority SACU area customers, and also close countries such as Angola and Congo, targeting 6k- units in 2015, and 8k-units run rate after 5 years 180,000 sqm area (23% covered) 210 employees end 2013 8k-units production capacity (2 shifts), dedicated to buses manufacturing and trucks assembly based on components (CKD) supplied from Europe and China Start of Production planned in H2 ’13 31 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 20 Novembre, 2010 FPT Industrial |
 FPT Industrial Defending margins on lower volumes 2011 2012 14 2011 2012 38 3 24 678 782 646 742 838 729 30 26 • Revenues down 13% to €646mn due to business decrease for both captive customers and third parties compared to Q3 ’11 • Third parties, including Fiat JVs, at 32% of total revenues, up 3p.p. compared to the same period of 2011 • Trading profit at €26mn down €4mn vs. last year Engines 129 107 Gearboxes 18 13 Axles 40 31 K/Units Q3 ’12 Q3 ’11 -17% -30% -24% • Margin at 4% in line with last year 33 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference • 32% of Total engines sold to Iveco and 28% to CNH, while remaining 40% to external customers (including Sevel, Fiat JV in LCVs) |
 FPT Industrial Product and business development Presented the new Cursor 8 CNG Euro VI for bus and truck applications at the IAA Hannover exhibition Signing of a LOI with VDL Bus & coach for supplying Cursor 9 Euro VI engines Commercial launch of the new NEF67 570hp Tier3 for Marine applications at the Genova Boat Show 34 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Supply Contract for Cursor 10 application on Ford Heavy- Duty Trucks in Europe and Latin America Production start-up of the Cursor 9 Euro V in the new Cordoba Plant (Argentina) for Iveco Latin America Launch of NEF4 Euro V engines in the Sete Lagoas Plant (Brazil) for Iveco truck applications |
 FPT Industrial Main events The International Jury declared: «the Hi-eSCR technology developed by FPT Industrial paves a brand new route in the reduction of harmful diesel-engine emissions». Three out of the four Award finalists are powered by FPT Industrial engines On July 23 rd the Turin plant produced its 1 millionth NEF engine The Cursor 13 produced by SFH JV in China was awarded the “2012 Annual Environmental Protection Engine” The first batch of Cursor 8 Euro V EEV for city bus application delivered to Beijing Public Transportation Company (BPTC) Two Cursor 9 650hp powered the FB Design boat smashing the record of New York- to-Bermuda raid from 21 to 17 hours 35 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 Net debt breakdown (€bn) * Net of intersegment receivables Note: Numbers may not add due to rounding Jun. 30, ’12 Sep. 30, ’12 Cons. Ind. Fin. Cons. Ind. Fin. 20.5 4.5 16.0 Gross Debt* 20.2 4.3 15.9 0.1 0.0 0.0 Derivatives M-to-M, Net 0.0 0.0 0.0 (4.1) (2.6) (1.5) Cash & Mktable Securities (3.3) (2.0) (1.3) 16.5 2.0 14.5 Net Debt 16.9 2.2 14.6 36 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 37 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference Gross debt (€bn) * Sales of Receivables Off Balance (IFRS de-recognition compliant): €0.7bn Outstanding Jun. 30, ’12 Outstanding Sep. 30, ’12 10.6 Cash Maturities 10.3 5.4 Bank Debt 5.2 5.0 Capital Market 5.0 0.1 Other Debt 0.2 9.9 Securitization and Sale of Receivables (on book)* 9.8 7.8 ABS / Securitization 7.9 0.7 Warehouse Facilities 0.5 1.5 Sale of Receivables 1.4 0.0 Adjust. for Hedge Accounting on Fin. Payables 0.0 20.5 Gross Debt 20.2 4.1 Cash & Mktable Securities 3.3 (0.1) Derivatives Fair Value 0.0 16.5 Net Debt 16.9 1.6 Undrawn committed credit lines 1.6 |
 38 Debt maturity schedule (€bn) Note: Numbers may not add due to rounding * With a residual tenor greater than 12 months Outstanding Sep. 30, ’12 3M 2012 2013 2014 2015 2016 Beyond 5.2 Bank Debt 0.9 1.5 1.8 0.3 0.3 0.4 5.0 Capital Market 0.2 0.8 0.0 1.0 0.6 2.4 0.2 Other Debt 0.1 0.0 0.0 0.0 0.0 0.1 10.3 Total Cash Maturities 1.1 2.3 1.8 1.3 0.9 2.9 3.3 Cash & Mktable Securities 0.7 of which ABS related & Restricted Cash 1.6 Undrawn committed credit lines* 4.9 Total Available Liquidity Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 Safe harbor statement Certain information included in this document is forward looking and is subject to important risks and uncertainties that could cause actual results to differ materially. The Company's businesses include its capital goods business, including trucks, commercial vehicles, agricultural equipment, heavy and light construction equipment, powertrains for the capital goods and marine business, related service parts and financial services and its outlook is predominantly based on its interpretation of what it considers to be the key economic factors affecting these businesses. Forward-looking statements with regard to the Group's businesses involve a number of important factors that are subject to change, including: the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods- related products; factors affecting the agricultural business including commodities prices, weather, floods, earthquakes or other natural disasters, and governmental farm programs; general economic conditions in each of the Group's markets; changes in governmental policies regarding banking, monetary and fiscal policies, legislation, particularly that relating capital goods-related issues, 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 document are referred to the current date and, therefore, any of the assumptions underlying this document or any of the circumstances or data mentioned in this document 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 statements or in connection with any use by any third party of such forward-looking statements. This document does not represent investment advice or a recommendation for the purchase or sale of financial products and/or of any kind of financial services. Finally, this document 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. 39 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference |
 40 Fiat Industrial – European/UK Capital Goods and Aerospace and Defence Conference This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities. An offer of securities in the United States pursuant to a business combination transaction will only be made through a prospectus which is part of an effective registration statement filed with the US Securities and Exchange Commission. Shareholders of CNH Global NV (“CNH”) and Fiat Industrial S.p.A. (“FI”) who are US persons or are located in the United States are advised to read the registration statement when and if it is declared effective by the US Securities and Exchange Commission because it will contain important information relating to the proposed transaction. You will be able to inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. DutchCo’s SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov. In addition, FI will make the effective registration statement available for free to shareholders of CNH and FI in the United States. |
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