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FCA Bank Spa Turin, Italy BANKING APRIL 22, 2016 COMPANY PROFILE FCA Bank SpA Turin, Italy Table of Contents: Company Overview COMPANY OVERVIEW 1 FINANCIAL HIGHLIGHTS FCA Bank SpA (FCAB), formerly known as FGA Capital SpA (FGA Capital), is a captive finance (AS REPORTED) 2 organisation that supports vehicle sales in select European countries by its manufacturer BUSINESS ACTIVITIES 2 shareholder Fiat Chrysler Automobile Group (FCA NV), through its brands Fiat, Alfa Romeo, DISTRIBUTION CAPACITY AND MARKET SHARE 3 Lancia, Fiat Professional, Chrysler, Jeep, Abarth and Maserati, and by the non-FCA NV brands OWNERSHIP AND STRUCTURE 3 Jaguar, Ferrari, Erwin Hymer Group and Land Rover. COMPANY MANAGEMENT 7 COMPANY HISTORY 8 FCAB operates in 16 European countries, either directly or through its various subsidiaries. The PEER GROUP 8 company provides services mainly through the dealership networks of the respective RELATED WEBSITES AND INFORMATION SOURCES 9 manufacturers. As of 31 December 2015, it reported a consolidated asset base of €19.5 billion. MOODY’S RELATED RESEARCH 9 FCAB was established as FGA Capital in December 2006, when the former Fidis Retail Italia SpA acquired the car dealership finance and long-term rental companies ultimately owned by the Analyst Contacts: automotive manufacturer Fiat SpA (Fiat), now FCA NV. In January 2015, FGA Capital obtained its banking licence and was renamed FCAB. The company is a 50:50 joint venture (JV) between LONDON +44.20.7772.5454 Credit Agricole Consumer Finance SA, a Credit Agricole SA (CASA) group company, and FCA Italy SpA, an FCA NV group company. Source: Company Report (consolidated financial statements Dec 2015), Company data, www.fcagroup.com, www.credit- agricole.fr, Moody’s research This report, exclusively provided to you by Moody’s, presents a convenient summary of as reported, publicly available information. The information is not adjusted for Moody’s analytic purposes. For Moody’s Ratings, Opinion and Analytics on this company, please [Click here]. To access the latest Moody's Credit Opinion on this company, please [Click here]. BANKING Financial Highlights (as Reported) Note: The financials presented below are those reported by the entity and are not adjusted for Moody’s analytic purposes. For Moody’s generated ratios on FCA Bank SpA, please see <FCA Bank SpA page on moodys.com>. EXHIBIT 1 Latest Full-Year Results FCA Bank SpA % Change % Change (in € Million) 31-Dec-15 31-Dec-14 31-Dec-13 15/14 14/13 Total Assets 19,509 16,934 16,563 15.21 2.24 Total Shareholders’ Equity 2,098 1,914 1,802 9.60 6.20 Shareholders’ Equity Excluding Minority Interest 2,081 1,899 1,788 9.60 6.17 Regulatory Capital 1,706 N/A N/A N/A N/A Tier 1 Ratio (%) 10.45 11.70 11.00 N/M 70 bps Net Income 249 182 172 36.51 6.29 Net Income Attributable to Equity Holders 248 181 170 36.69 6.35 Notes: 1) Based on consolidated financial data 2) “Regulatory Capital” is not available for 2014 and 2013 3) ““Tier 1 Ratio” for Dec 2015 is stated in accordance with the Basel III framework, while those for Dec 2014 and 2013 are in accordance with the Basel II framework. Including the year’s profit net of forecast dividend distribution, the tier 1 ratio would reach 11.20% Source: Company Reports (consolidated financial statements Dec 2015 and Dec 2014, investor presentation Mar 2015) Business Activities FCAB operates through the following three business lines: Dealer Financing; Retail Financing; and Long-Term Rental. As of 31 December 2015, the company’s largest business line was Retail Financing, which accounted for 65.0% of its average portfolio. Dealer Financing: This business line manages all financial requirements connected with dealership transactions and administration. Its services primarily include financing for new and used vehicle stock, spare parts, working capital, and medium- and long-term financing. As of 31 December 2015, this business line accounted for 26.3% of the company’s average portfolio. Retail Financing: This business line provides a range of flexible and customised solutions, including hire purchase, leasing and personal contract purchases, credit protection, glass branding, and fire and theft insurance. As of 31 December 2015, it accounted for 65.0% of the company’s average portfolio. Long-Term Rental: This business line provides flexible and customised long-term rental solutions, and fleet management services to individuals and small, medium-size and large companies. As of 31 December 2015, it accounted for 8.7% of the company’s average portfolio. This publication does not announce Source: Company Report (consolidated financial statements Dec 2015), Company data a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2 APRIL 22, 2016 COMPANY PROFILE: FCA BANK SPA BANKING EXHIBIT 2 Average Portfolio by Business Line (%, consolidated, as of 31 December 2015) Long-Term Rental 8.7% Dealer Financing 26.3% Retail Financing 65.0% Source: Company Report (consolidated financial statements Dec 2015, Pg: 46) Distribution Capacity and Market Share FCAB operates either directly or through various subsidiaries in 16 European countries – Austria, Belgium, Denmark, France, Germany, Greece, Italy, Ireland, the Netherlands, Poland, Portugal, Spain, Switzerland, Sweden, Norway and the UK. The company provides its services primarily through the dealership networks of the respective manufacturers, as well as through internet-based point-of-sale systems. Source: Company Report (consolidated financial statements Dec 2015), Moody’s research Ownership and Structure EXHIBIT 3 Shareholder Structure as of 31 December 2015 Credit Agricole SA Fiat Chrysler Automobiles NV 100% 100% Credit Agricole Consumer Finance SA FCA Italy SpA 50% 50% FCA Bank SpA Source: Company data FCAB is a 50:50 JV between the Credit Agricole Consumer Finance SA, a Credit Agricole SA (CASA) group company, and FCA Italy SpA, an FCA NV group company. As of 31 December 2015, FCAB had 700 million shares outstanding. Source: Company Report (consolidated financial statements Dec 2015), Company data 3 APRIL 22, 2016 COMPANY PROFILE: FCA BANK SPA BANKING EXHIBIT 4 Group Structure as of 31 December 2015 FCA Bank SpA 100% 100% 0.001% 99.99% FCA Bank Deutschland GmbH FCA Capital Nederland BV FCA Capital Belgium SA5 100% 100% 100% FCA Group Bank Polska SA FCA Capital Suisse SA FCA Dealer Services UK Ltd. 100% 100% 100% FCA Capital Danmark AS FCA Capital France SA3 FCA Dealer Services Portugal SA 99.99% 100% 30% FCA Capital Sverige AB FCA Leasing France SNC4 Codefis 100% 100% 100% Athomstart Invest 35 FCA Capital Re Ltd. FCA Fleet Services UK Ltd. 100% 100% 100% FCA Automotive Services UK FCA Leasing GmbH FCA Dealer Services España SA Ltd. 100% 99.99% 100% FCA Capital España EFC SA FCA Capital Ireland Plc3 FCA Fleet Services France SAS6 100% 99.99% 100% FCA Capital Portugal IFIC SA FCA Capital Hellas SA2 Leasys SpA 100% 99.99% 33% FCA Leasing Polska Sp. z o.o. FCA Insurance Hellas SA2 Car City Club 50% FCA Bank GmbH1 Notes: 1) Fidis SpA holds a 25% stake, while the remaining 25% is held by Credit Agricole Consumer Finance SA 2) One share is held by an individual 3) Six shares are held by individuals 4) Remaining shares are held by Fal Fleet Services SAS 5) FCA Capital Netherland BV holds a 0.00067% stake Source: Company Report (consolidated financial statements Dec 2015) 4 APRIL 22, 2016 COMPANY PROFILE: FCA BANK SPA BANKING Subsidiaries As of 31 December 2015, FCAB’s subsidiaries were as follows: EXHIBIT 5 FCA Bank SpA Company Registered Office % of Participation Leasys SpA Turin, Italy 100.00 FCA Capital France SA Trappes, France 100.00 FCA Fleet Services France SA Trappes, France 100.00 FCA Leasing France SNC Trappes, France 99.99 FCA Bank Deutschland GmbH Heilbronn, Germany 100.00 FCA Automotive Services UK Ltd. Slough, UK 100.00 FCA Dealer Services UK Ltd. Slough, UK 100.00 FCA Fleet Services UK Ltd. Slough, UK 100.00 FCA Capital Espaňa EFC SA Alcala de Henares, Spain 100.00 FCA Dealer Services Espaňa SA Alcala de Henares, Spain 100.00 FCA Capital Portugal IFIC SA Lisbon, Portugal 100.00 FCA Dealer Services Portugal SA Lisbon, Portugal 100.00 FCA Capital Suisse SA Schlieren, Switzerland 100.00 FCA Leasing Polska Sp. z o.o. Warsaw, Poland 100.00 FCA Group Bank Polska SA Warsaw, Poland 100.00 FCA Capital Nederland BV Lijnden, Netherlands 100.00 FCA Capital Danmark AS Glostrup, Denmark 100.00 FCA Capital Belgium SA Auderghem, Belgium 99.99 FCA Bank GmbH Vienna, Austria 50.00 FCA Leasing GmbH Vienna, Austria 100.00 FCA Capital Hellas SA Athens, Greece 99.99 FCA Insurance Hellas SA Athens, Greece 99.99 FCA Capital Ireland Plc Dublin, Ireland 99.99 FCA Capital Re Limited Dublin, Ireland 100.00 FCA Capital Sverige AB Sweden 100.00 FCA Capital Norge AS Norway 100.00 Source: Company Report (consolidated financial statements Dec 2015) 5 APRIL 22, 2016 COMPANY PROFILE: FCA BANK SPA BANKING EXHIBIT 6 Organisational Chart as of 8 April 2016 FCA Bank Internal Audit Chief Executive Officer and General Manager Credit Risk and Permanent Control Compliance and Supervisory Relations Information and Communication Deputy General Manager and Finance Technology Digitalization, Communication and Legal Affairs Process Governance Human Resources Marketing and Sales European Markets and Rental Europe Dealer Financing FCA Bank Italia Rental Italy Business Development Source: Company data 6 APRIL 22, 2016 COMPANY PROFILE: FCA BANK SPA
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