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Rating Action:

Moody's downgrades Fiat to Ba3; negative outlook

10 Oct 2012

Approximately EUR9.3 billion of debt affected

Frankfurt am Main, October 10, 2012 -- Moody's Investors Service has today downgraded the corporate family rating (CFR) and probability of default rating (PDR) of Fiat S.p.A. to Ba3 from Ba2. Concurrently, Moody's has also downgraded the debt issued by Fiat's rated subsidiaries Fiat Finance & Trade and Fiat Finance North America to B1 from Ba3 as well as the rating of Fiat Finance Canada to (P)B1 from (P)Ba3. The outlook on the ratings is negative.

Downgrades:

..Issuer: Fiat Finance & Trade Ltd.

....Senior Unsecured Medium-Term Note Program, Downgraded to (P)B1 from (P)Ba3

....Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from Ba3

....Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from Ba3

....Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from Ba3

..Issuer: Fiat Finance Canada Ltd.

....Senior Unsecured Medium-Term Note Program, Downgraded to (P)B1 from (P)Ba3

..Issuer: Fiat Finance North America Inc.

....Senior Unsecured Medium-Term Note Program, Downgraded to (P)B1 from (P)Ba3

....Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from Ba3

..Issuer: Fiat S.p.A.

.... Probability of Default Rating, Downgraded to Ba3 from Ba2

.... Corporate Family Rating, Downgraded to Ba3 from Ba2

....Senior Unsecured Medium-Term Note Program, Downgraded to (P)B1 from (P)Ba3

RATINGS RATIONALE

"The one-notch downgrade of Fiat's ratings to Ba3 reflects the decline in demand for Italian cars recorded so far this year and in our outlook for demand till the end of 2012 and beyond. Italy represents more than half of Fiat's European car registrations and as such the deterioration is the key driver of the rising losses among its mass market brands and of its cash consumption in EMEA region," says Falk Frey, a Moody's Senior Vice President and lead analyst for Fiat.

Although Fiat's consolidated financial results benefit from the improving performance of Chrysler Group LLC, the Fiat bondholders do not have full access to the cash flows from this entity, nor does Moody's anticipate a major change in this access over the short term. "This leads Moody's to expect further deterioration in Fiat's standalone credit metrics in 2012, with limited improvement likely in 2013," Mr. Frey adds.

When disaggregating Chrysler's financials from Fiat's consolidated accounts, it becomes clear that Fiat's standalone credit metrics have deteriorated over recent quarters, as evidenced by an adjusted debt/EBITDA of around 8.0x and negative free cash flow of approximately EUR2.8 billion in the last twelve months ending in June 2012.

Fiat's mass market brands (excluding Chrysler) are not only very reliant on the European passenger car market, which represents around 60% of revenues, but are also heavily focused on the Italian market, which accounted for 52% of Fiat & Chrysler's registrations for the period January-August 2012. Moody's anticipates western European light vehicle demand to decline by 8% in the current year and a further 3% in 2013. Moody's projects demand in Italy to contract by 20% this year and to stabilize (+1.4%) at that low level next year. In addition, rising price pressures and rebates in Europe will exacerbate the negative effect on Fiat's performance. Moody's notes that the Luxury and Performance brands business supported the overall Group performance with an EBIT of €175 million in H1 '12 and an EBIT margin of 12.2%.

In Italy, Fiat is facing significant overcapacities despite the closure of its factory in Sicily at the end of last year. In Moody's opinion, Fiat original target of reaching a break-even point in trading profits from the EMEA region by 2014 has become very challenging in this much worsened environment, especially in light of current year trading losses for the Region, which Moody's expects around EUR800 million for the current year. Moreover, the company intends to achieve its target without any further immediate capacity adjustments but instead plans to increase the production of Chrysler Group models on its European platforms in order to increase its scale and lower its unit costs.

Furthermore, Moody's cautions that the delay in model renewals and the absence of any major new volume model launch might further derail Fiat's competitive position in Europe, against the background of major new model launches from its competitors Peugeot (208) and Renault (Clio). Fiat's also renews existing models, in Moody's view, less frequently overall than its direct peers. These slower renewals are constraining Fiat's competitive position, as reflected in the group's market share losses since 2010 in Western Europe .

The Ba3 rating also reflects Fiat's business risk of its pure focus on the highly cyclical automotive industry, including through its stake in the Chrysler Group and the activities of Magneti Marelli (automotive components), Teksid (supplier of engine blocks), Comau (industrial automation systems for the auto industry).

Moody's also notes that Fiat could be vulnerable to greater competitive pressures in Brazil, still its most profitable market. Moody's concerns are based on the substantial additional capacity that will be implemented over the next two to three years within the country that will significantly outpace Moody's market growth expectations, leading to overcapacities with the likely consequence of declining profitability.

Moody's views as positive the inclusion of Chrysler which has helped improve Fiat's previously very limited geographic diversification. Moody's had previously considered this lack of geographic diversification as a key weakness in Fiat's business profile.

Moreover, Moody's has taken into account the potential cost savings resulting from the increasing operational integration between Fiat and Chrysler regarding common architecture, modules and technologies as well as purchasing. A positive market acceptance of Fiat's new models, including the Lancia-branded Chrysler derivatives, would improve the currently very low capacity utilisation rates in Fiat's European plants and positively affect fixed-cost coverage.

Fiat's ratings also benefit from its leading market position in Brazil (with an approximate market share of 23%), which has been the group's major source of profits and cash flows in recent years. In addition, Fiat benefits from a dominant domestic Italian market presence, with a market share of approximately 30%. However, sovereign austerity programmes and the weakening Italian economy as a result of the debt crisis could continue to negatively affect car demand in the group's second key market (after Brazil and excluding Chrysler).

The negative rating outlook reflects (i) Fiat's standalone (excluding Chrysler) cash burn of EUR2.6 billion in the last twelve months ending on 30 June 2012 and Fiat's challenge to achieve break-even free cash flow in the short to medium term; (ii) Fiat's weak model pipeline with no major volume model introductions in the next 12-18 months which might impair the company's market position; as well as (iii) Fiat's low capacity utilisation rate in Europe with limited visibility of improvement.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Moody's would consider downgrading Fiat's rating further if its standalone net industrial cash flow were to exceed a negative EUR2.0 billion in the current year, with no indication of a material improvement in 2013. The rating could also come under pressure if Fiat were to lose significant market shares in Europe and/or if the company's earnings and cash flow contribution from its Brazilian operations, a major source of cash flow, were to decline, most likely as a result of rising competitive pressures from new capacities and additional market entrants.

An upgrade of Fiat's rating is currently very unlikely. For Moody's to consider an upgrade, Fiat would have to achieve break-even free cash flow on a standalone basis, with further indications that it will likely achieve positive free cash flows that it could use to reduce company debt.

LIQUIDITY

As of 30 June 2012, Fiat's liquidity profile was adequate, excluding Chrysler and the unknown amount of cash outflow that would take place were Fiat to exercise its option to purchase 40% of the current 41.5% stake of the VEBA Trust in Chrysler. As of 30 June 2012, the FIAT group (excluding Chrysler) reported EUR10.0 billion in cash and an undrawn EUR1.95 billion Revolving Credit Facility maturing in July 2014. These sources should cover Fiat's anticipated cash requirements over the next 12 months, comprising capital expenditures, debt maturities, cash for day-to-day needs and minority dividends.

STRUCTURAL CONSIDERATIONS

The senior unsecured notes issued by Fiat's funding vehicles -- Fiat Finance &Trade, Fiat Finance North America and Fiat Finance Canada, the latter not currently having any notes outstanding -- are structurally subordinated to a significant portion of debt located at Fiat's operating subsidiaries (mainly trade payables), with a preferred claim on the cash flows at these entities. Consequently, the ratings of Fiat's outstanding bonds are one notch below the group's CFR, according to Moody's Loss Given Default Methodology.

RATING METHODOLOGY USED

The principal methodology used in rating Fiat was Moody's "Global Automobile Manufacture Industry Methodology", published in June 2011. Other methodologies used include "Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA", published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Headquartered in Torino, Italy, Fiat S.p.A. is one of Italy's leading industrial groups and one of Europe's largest automotive manufacturers by unit sales. Fiat S.p.A. owns a 58.5% stake in Chrysler Group LLC (rated B2/positive), generated consolidated group revenues of EUR59.6 billion and reported a trading profit of EUR2.4 billion in 2011.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Moody's adopts all necessary measures so that the information it uses in assigning the ratings is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entities or their related third parties within the two years preceding the credit rating action. Please see the special report "Ancillary or other permissible services provided to entities rated by MIS's EU credit rating agencies" on the ratings disclosure page on our website www.moodys.com for further information.

Please see the ratings disclosure page on www.moodys.com for general disclosure on potential conflicts of interests.

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Please see Moody's Rating Symbols and Definitions on the Rating Process page on www.moodys.com for further information on the meaning of each rating category and the definition of default and recovery.

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The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

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Falk Frey
Senior Vice President
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Eric de Bodard
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's downgrades Fiat to Ba3; negative outlook
No Related Data.
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