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S&P Affirms Fiat Group's 'A-2' Rtgs, Re: GM Alliance

15 March 2000

S&P Affirms Fiat Group's 'A-2' Rtgs, Re: GM Alliance

    PARIS, March 15 Standard & Poor's today affirmed its 'A-2'
short-term ratings on Fiat SpA (Fiat) and related entities following the
recent announcement of a US$2.4 billion cross- shareholding alliance between
General Motors Corp. (GM; single-'A'/Stable/'A-1') and Fiat SpA's passenger
vehicle subsidiary, Fiat Auto SpA (Fiat Auto).  Following the completion of
this transaction, Fiat SpA will own 80% of Fiat Auto and 5.1% of GM.  (See
list below for all ratings affected.)
    The alliance targets an improvement in the weak cost structure of the
group's auto division in the medium term through cooperation between Fiat Auto
and GM's operations in Europe and South America. In light of Fiat Auto's poor
operating and financial performance in recent years, however --
notwithstanding extensive cost-cutting and product renewal efforts -- as well
as significant challenges still to be overcome in its other core businesses,
Standard & Poor's believes that the transaction is essentially neutral at the
'A-2' level for Fiat SpA.  Nevertheless, given Fiat Auto's limitations as a
competitor in the rapidly consolidating global automotive industry, Fiat's
ultimate exit from the passenger vehicle business could well benefit its
business profile.
    The rating on Fiat reflects the number-six position of Fiat Auto (the
group's core automotive business) in the world car market and the positive
contributions from the group's various diversified activities, which generate
more than half of consolidated sales.
    By far Italy's leading automaker, Fiat Auto has been suffering since
mid-1998 from an aging product range and from a stronger reliance than its
peers on the relatively low-margin super-mini and small-car segments.
Moreover, with one-third of Fiat's automotive sales and production generated
outside Western Europe, mainly in emerging markets (notably Brazil), Fiat Auto
has been further affected by the economic turmoil in these regions.
Uncertainties also persist regarding the extent of the potential benefits for
Fiat and New Holland of the recent Case Corp. transaction, particularly since
the acquisition has come at an unfavorable time in the agricultural
equipment cycle.
    In 1999, the group experienced a further weakening in profitability, with
the return on sales down to 1.9%, from 2.2% in 1998.  This deterioration is
attributable to Fiat Auto's and Case-New Holland's significant decline in
profitability and to higher interest expenses arising from the robust external
growth of 1999. Overall, Fiat will face considerable challenges in the future
to achieve overall adequate profitability measures, given the difficult market
conditions experienced by Fiat Auto in Brazil and Italy.
    In 1999, the group invested about euro (Eur) 6 billion, with the main
acquisition being that of Case Corp.  As a result of this intensive external
growth, leverage showed significant deterioration at year-end, with the net
debt position reaching Eur4 billion and funds from operations down to
Eur2.8 billion from Eur3.2 billion in 1998.  Standard & Poor's anticipates,
however, that management will continue to pursue a conservative financial
policy and that significant debt reduction will occur in the wake of the Case
Corp. acquisition. -- CreditWire

    RATINGS AFFIRMED
                                                   Rating
    Fiat SpA
      Short-term corporate credit rating           A-2


    Fiat Finance & Trade Ltd.
      Commercial paper program*                    A-2


    Fiat Finance Canada Ltd.
      Commercial paper program*                    A-2


    Fiat France S.A.
      Commercial paper program*                    A-2


    New Holland Credit Company LLC
      Commercial paper program*                    A-2

    *Guaranteed by Fiat SpA.