FCA Bank S.p.A. Summary Rating Rationale. Capital: Tangible Common Equity/Risk-Weighted Assets. Asset Risk: Problem Loans/ Gross Loans

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1 CREDIT OPINION FCA Bank S.p.A. Update following downgrade of the long-term deposit rating Update Summary Rating Rationale RATINGS FCA Bank S.p.A. Domicile Italy Long Term CRR Type LT Counterparty Risk Rating - Fgn Curr Outlook Not Assigned Long Term Debt Not Assigned Long Term Deposit Type LT Bank Deposits - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. The long-term deposit and issuer ratings of FCA Bank S.p.A. (FCA Bank), a joint venture between car manufacturer Fiat Chrysler Automobiles N.V. (FCA, Ba Corporate Family Rating) and Groupe Credit Agricole, take into account () the bank s sound solvency profile, as indicated by a ba baseline credit assessment (BCA); () commercial dependence upon FCA, which limits FCA Bank's BCA to ba, one notch above FCA's Corporate Family Rating; (3) a high probability of affiliate support from Credit Agricole S.A. (Credit Agricole, Credit Agricole, A/A positive, adjusted BCA ), which results in a one-notch uplift to an adjusted BCA of baa3; (4) extremely low and very low loss-given-failure, which results in three and two notches of uplift for deposit and senior debt ratings, respectively; (5) low probability of government support, which does not result in any uplift; and (6) Italy's Baa3 sovereign debt rating, which constraints FCA Bank's long-term deposit rating at. In accordance with our methodology, bank ratings do not typically exceed the related sovereign bond rating by more than two notches, reflecting our view that the expected loss of rated bank instruments is unlikely to be significantly lower than that of the sovereign s own debt. The long-term deposit and issuer rating have a stable outlook, reflecting the constraints deriving from Italy's Baa3 sovereign debt rating. Exhibit Rating Scorecard - Key Financial Ratios Contacts FCA Bank (BCA: ba) Alain Laurin Associate Managing Director alain.laurin@moodys.com Nick Hill MD-Banking nick.hill@moodys.com % 8% % 7% Solvency Factors Ambra Cortesi Associate Analyst ambra.cortesi@moodys.com Median ba-rated banks 4% % 6% 8% 5% 6% 4% 3% 4% % %.6%.6% 8 7.8% Asset Risk: Problem Loans/ Gross Loans Capital: Tangible Common Equity/Risk-Weighted Assets Profitability: Net Income/ Tangible Assets Funding Structure: Market Funds/ Tangible Banking Assets Liquid Resources: Liquid Banking Assets/Tangible Banking Assets % % % Solvency Factors (LHS) Source: Moody's Financial Metrics Liquidity Factors (RHS) Liquidity Factors Edoardo Calandro VP-Senior Analyst edoardo.calandro@moodys.com

2 Credit Strengths» Low stock of problem loans» Good profitability» Matched maturities Credit Challenges» Monoline business model and commercial dependence on FCA» Wholesale funding profile Rating Outlook FCA Bank s long-term deposit and issuer rating have a stable outlook, reflecting the constraint of Italy's Baa3 sovereign debt rating. In accordance with our methodology, bank ratings do not typically exceed the related sovereign bond rating by more than two notches, reflecting our view that the expected loss of rated bank instruments is unlikely to be significantly lower than that of the sovereign s own debt. Factors that could lead to an upgrade FCA Bank's ba BCA is currently constrained to one notch above FCA's Corporate Family Rating of Ba, given the close operational, commercial, and reputational links between the bank and the manufacturer. The baa3 adjusted BCA could be upgraded given a higher probability of support from Credit Agricole, or an upgrade of Credit Agricole's adjusted BCA. FCA Bank's deposit and issuer ratings are constrained at two notches above Italy's sovereign bond rating, and therefore an upgrade is unlikely. Factors that could lead to a downgrade FCA Bank s standalone BCA could be downgraded as a result of a deterioration in FCA's creditworthiness, or a deterioration in FCA Bank's capital and profitability. The adjusted BCA could be downgraded following a downgrade of the standalone BCA, or reduced support from Credit Agricole. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on for the most updated credit rating action information and rating history.

3 Key indicators Exhibit FCA Bank S.p.A. (Consolidated Financials) [] Total Assets (EUR million) Total Assets (USD million) Tangible Common Equity (EUR million) Tangible Common Equity (USD million) Problem Loans / Gross Loans (%) Tangible Common Equity / Risk Weighted Assets (%) Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) Net Interest Margin (%) PPI / Average RWA (%) Net Income / Tangible Assets (%) Cost / Income Ratio (%) Market Funds / Tangible Banking Assets (%) Liquid Banking Assets / Tangible Banking Assets (%) Gross Loans / Due to Customers (%) ,67 34,643,446, ,38.6 7,87 3,646,6, ,45.7 3,84 4,558,99, , ,59,93,87, , CAGR/Avg.4 6,934,49,66, , ,43.36 [] All figures and ratios are adjusted using Moody's standard adjustments. [] Basel III - fully-loaded or transitional phase-in; IFRS. [3] Basel II; IFRS. [4] May include rounding differences due to scale of reported amounts. [5] Compound Annual Growth Rate (%) based on time period presented for the latest accounting regime. [6] Simple average of periods presented for the latest accounting regime. [7] Simple average of Basel III periods presented. Source: Moody's Financial Metrics Profile FCA Bank is a captive finance company that supports vehicle sales in selected European countries by its manufacturer shareholder FCA, and also by non-fca brands such as Jaguar, Land Rover, Ferrari, and Aston Martin. The bank operates in 7 European countries and Morocco, either directly or through its subsidiaries, and provides services mainly through the dealership networks of the respective manufacturers. The company is a 5:5 joint venture between Credit Agricole Consumer Finance SA (unrated), a subsidiary of CASA, and FCA Italy S.p.A., a subsidiary of FCA. Detailed Rating Considerations FCA Bank s BCA is supported by its macro profile of Strong While domiciled in Italy, FCA Bank is diversified across Europe, and its financial profile benefits from operating in countries with a weighted average macro profile of Strong. In 7, most of FCA Bank's outstanding business (retail, dealer, long-term rental) was in Italy (47% of total loans), followed by Germany (7%), UK (9%), France (8%), and Spain (6%). Low stock of problem loans FCA Bank s asset risk is low, as indicated by our a3 score, one notch below the macro-adjusted score of a to incorporate concentration risk in the automotive business. Cars are of critical importance for most consumers who usually repay their car loans with priority over other debts; this results in a relatively low level of problem loans. FCA Bank's stock of problem loans is low, at.3% of gross loans in June 8 (Italian banks' average: 4.5% at end-december 7, last banking system data available); provisioning coverage is sound at 93%, reflecting the quick depreciation of cars. Sound capital and good profitability We view FCA Bank s Tangible Common Equity of.6% of risk-weighted assets in June 8 as sound, relative to the bank's low asset risk. Our score for FCA Bank's capital is baa, in line with the macro-adjusted score. Contrary to its peers, FCA Bank computes its risk-weighted asset using the standardised approach, limiting comparability; the bank has not publicly indicated whether it will adopt advanced credit risk models. 3

4 The bank s profitability is good and in line with main peer RCI Banque (exhibit 3). Our score for FCA Bank's profitability is a3, in line with the macro-adjusted score. In June 8 FCA Bank's annualised return on tangible assets was. Exhibit 3 Improving profitability Volkswagen Bank GmbH (baa) RCI Banque (baa3) FCA Bank S.p.A. (ba).9%.%.8%.7%.8%.7%.6%.%.%.%.%.%.9%.%.3%.%.5%.5%.6%.9%.%.9%.8%.8%.7%.8%.6%.4%.%.% H 8 Source: Moody's Investors Services FCA Bank's net profit has consistently grown since 7 and throughout the years of recession, with the exception of 9 owing to a one-off credit loss in Spain. We believe this trend will continue given our expectations of economic growth in Europe in 9 and increasing commercial penetration. In 7, operating income from Italy was around 5% of the group total, with the remainder coming from the rest of Europe and Morocco; the biggest contributors outside of Italy remain Germany, the UK and Spain, with around 9%, % and 8% respectively. Wholesale funding profile, with matching maturities FCA Bank is dependent on inherently credit-sensitive market funding; we consider its funding structure as a weakness, and assign a of caa. Dependence of market funding is particularly challenging in a volatile environment such as Italy, as shown in recent months. Our assigned score is two notches above the caa3 macro-adjusted score. The adjustment takes into account our view that a material amount of funding is inherently stable because it comes from joint shareholder Credit Agricole (%), and that the maturities of FCA Bank's debt matches the relatively short term duration of assets. Similarly to other auto-captive banks, FCA Bank s maturities of assets and liabilities are similar maturities. FCA Bank's funding sources are well diversified (exhibit 4). Exhibit 4 Funding Profile at June 8 Securitisation % Commercial Paper % Funding from CASA % ECB 5% Deposits 3% Interbank funding excl CASA % Wholesale unsecured bonds 35% Source: Company's Presentation and Moody's Investors Service 4

5 The bank has been able to tap the wholesale markets under its own name several times over the last few years. FCA Bank has limited liquid assets, which represent 7.8% of the bank's tangible assets. This indicates a macro-adjusted score for Liquid Resources of ba3; our assigned score is ba, one notch above the macro-adjusted score, to reflect access to additional funds that could be provided by Credit Agricole in case of need. Monoline business model and commercial dependence on FCA constrain BCA FCA Bank's assigned BCA of ba is one notch below its financial profile of baa3. This reflects two factors. First, the monoline nature of the bank's business model, which exposes it to shifts in trends within the car finance business. Second, the creditworthiness of FCA itself: we constrain the BCA to a level one notch above FCA's Corporate Family Rating of Ba to reflect the commercial dependence the bank has upon the manufacturer. We apply the same constraint to other financial captives with similar links. Notching Considerations Affiliate Support Our view that there is a high probability that Credit Agricole would extend extraordinary support to FCA Bank in case of need drives a one-notch uplift from the bank's ba BCA to an adjusted BCA of baa3. This expectation is based on the fact that FCA Bank is a strategic subsidiary for Credit Agricole's European consumer finance business; furthermore, this status is underpinned by the joint venture agreement which was recently extended until at least December. Credit Agricole's ratings have a positive outlook. An upgrade of Credit Agricole's adjusted BCA would indicate an increased capacity to support its subsidiaries, including FCA Bank. This could result in an upgrade of FCA Bank s baa3 adjusted BCA. Loss Given Failure (LGF) analysis FCA Bank is subject to the EU Bank Recovery and Resolution Directive (BRRD), which we consider to be an Operational Resolution Regime. Our analysis assumes residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets, a 5% run-off in junior wholesale deposits, a 5% run-off in preferred deposits and 6% junior deposits over total deposits. These are in line with our standard assumptions. Furthermore, we take into account the full depositor preference whereby junior deposits are preferred over senior debt creditors in accordance with a law decree introducing full depositor preference in Italy starting from 9. In addition, we believe that in a resolution scenario, losses imposed on creditors will typically depend upon a country-based division of assets and liabilities, and not necessarily upon those of the consolidated group. In our Advanced Loss Given Failure (LGF) analysis we consider FCA Bank's unconsolidated Italian balance sheet with tangible banking assets of 7. billion as of December 7. In determining the stock of bail-in-able debt in a resolution scenario, we consider all bonds issued by FCA Bank and its foreign branches (e.g. FCA Bank S.p.A., Irish branch), and by all funding vehicles outside of Italy that issue instruments guaranteed by FCA Bank such as FCA Capital Suisse SA. We also consider the 735 million deposits that are from Italy (source: FCA Bank's unconsolidated balance sheet as of December 7). We believe that FCA Bank's deposits are likely to face extremely low loss-given-failure, due to the loss absorption provided by the residual equity that we expect in resolution and senior unsecured debt, as well as the volume of deposits themselves. This is supported by the combination of deposit volume and subordination. This results in an uplift of three notches from the bank s baa3 Adjusted BCA; we however constrain the uplift to two notches above Italy's Baa3 sovereign debt rating. We believe that FCA Bank's senior unsecured debt is likely to face very low loss-given-failure, due to the loss absorption provided by the residual equity that we expect in resolution, as well as the volume of senior unsecured debt itself. This is supported by the combination of senior unsecured debt volume and subordination. This results in an uplift of two notches from the bank s baa3 Adjusted BCA. Government support considerations There is no uplift given our view of a low probability of government support. 5

6 Counterparty Risk (CR) Assessment Counterparty Risk Assessments (CR Assessments) are opinions of how counterparty obligations are likely to be treated if a bank fails and are distinct from debt and deposit ratings in that they () consider only the risk of default rather than both the likelihood of default and the expected financial loss suffered in the event of default and () apply to counterparty obligations and contractual commitments rather than debt or deposit instruments. The CR assessment is an opinion of the counterparty risk related to a bank's covered bonds, contractual performance obligations (servicing), derivatives (e.g., swaps), letters of credit, guarantees and liquidity facilities. FCA Bank's CR Assessments are positioned at Baa(cr)/Prime-(cr). The long-term CR Assessment is positioned one notch above the Adjusted BCA of baa3, and it is also capped at one notch above Italy's Baa3 sovereign debt rating. The main difference with our Advanced LGF approach used to determine instrument ratings is that the CR Assessment captures the probability of default on certain senior obligations, rather than expected loss, therefore we focus purely on subordination and take no account of the volume of the instrument class. Counterparty Risk Rating (CRRs) Counterparty Risk Ratings (CRRs) are opinions on the ability of entities to honour the uncollateralised portion of non-debt counterparty financial liabilities (CRR liabilities) and also reflect the expected financial losses in the event that such liabilities are not honoured. CRR liabilities typically relate to transactions with unrelated parties. Examples of CRR liabilities include the uncollateralised portion of payables arising from derivative transactions and the uncollateralised portion of liabilities under sale and repurchase agreements. CRRs are not applicable to funding commitments or other obligations associated with covered bonds, letters of credit, guarantees, servicer and trustee obligations, and other similar obligations that arise from a bank performing its essential operating functions. FCA Bank's CRRs are positioned at /Prime- The long-term CRR is two notches above the bank's adjusted BCA of baa3, and it is also capped at two notches above Italy's Baa3 sovereign debt rating, reflecting the more limited benefit of debt instruments likely to absorb losses before such counterparty obligations under a scenario of sovereign default. About Moody's Bank Scorecard Our scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read in conjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our scorecard may materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strong divergence). The scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down to reflect conditions specific to each rated entity. 6

7 Rating methodology and scorecard factors Exhibit 5 FCA Bank S.p.A. Macro Factors Weighted Macro Profile Strong Factor Historic Ratio Initial Score Expected Trend Assigned Score Key driver # Solvency Asset Risk Problem Loans / Gross Loans.6% a a3 Sector concentration Capital TCE / RWA.6% baa baa Risk-weighted capitalisation Profitability Net Income / Tangible Assets a3 a3 Return on assets Combined Solvency Score Liquidity Funding Structure Market Funds / Tangible Banking Assets 8 caa3 caa Market funding quality Liquid Resources Liquid Banking Assets / Tangible Banking Assets 7.8% ba3 ba Access to committed facilities b3 Balance Sheet in-scope (EUR million) 7, , ,974 Key driver # a3 Combined Liquidity Score Financial Profile Business Diversification Opacity and Complexity Corporate Behavior Total Qualitative Adjustments Sovereign or Affiliate constraint: Scorecard Calculated BCA range Assigned BCA Affiliate Support notching Adjusted BCA Other liabilities Deposits Preferred deposits Junior Deposits Senior unsecured bank debt Equity Total Tangible Banking Assets 7 % Term structure b baa3 - - Ba baa3-ba ba baa3 % in-scope 4.6% 4.3% 3.%.% 5.% 3.% % at-failure (EUR million) 7, , ,974 % at-failure 4.% 3.9% 3.%.8% 5.% 3.% %

8 Debt class Counterparty Risk Rating Counterparty Risk Assessment Deposits Senior unsecured bank debt Instrument class Counterparty Risk Rating Counterparty Risk Assessment Deposits Senior unsecured bank debt De Jure waterfall De Facto waterfall Notching LGF Assigned Additional Preliminary LGF notching Rating Instrument Sub- Instrument SubDe Jure De Facto Notching Guidance notching Assessment volume + ordination volume + ordination vs. subordination subordination Adjusted BCA baa (cr) 3.% 54.% 3.% 54.% 3.% Loss Given Failure notching Additional Preliminary Rating Notching Assessment baa (cr) Government Support notching Local Currency Rating Baa (cr) -- Foreign Currency Rating - [] Where dashes are shown for a particular factor (or sub-factor), the score is based on non-public information. Source: Moody's Financial Metrics Ratings Exhibit 6 Category FCA BANK S.P.A. Outlook Counterparty Risk Rating Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Counterparty Risk Assessment Issuer Rating Moody's Rating Stable /P- /P- ba baa3 Baa(cr)/P-(cr) FCA BANK S.P.A., IRISH BRANCH Outlook Counterparty Risk Rating Counterparty Risk Assessment Senior Unsecured -Dom Curr Commercial Paper Stable /P- Baa(cr)/P-(cr) P- FCA CAPITAL IRELAND P.L.C. Bkd Senior Unsecured FCA CAPITAL SUISSE SA Outlook Bkd Senior Unsecured -Dom Curr Stable Source: Moody's Investors Service Endnotes We consider as problem loans the sum of the three categories that Italian banks have been reporting since 5 (from most to least problematic): () bad loans (in Italian, sofferenze ): loans to insolvent borrowers; () unlikely to pay (in Italian, inadempienze probabili ); (3) past due - by more than 9 days not already included in the previous two categories (in Italian, esposizioni scadute e/o sconfinanti ). 8

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