Investor Meetings Presentation “Premium Performance and Timeless Italian Style…” [DRAFT] Management Presentation Team Name Position Years with Ducati Chairman and CEO [] Insert picture Federico Minoli Insert picture Enrico D’Onofrio CFO [] Insert picture Gianluca Crudeli Finance Director [] [DRAFT] Company Overview [DRAFT] Ducati at a Glance One of the world’s leading manufacturers and distributors of high-performance sport motorcycles since 1926 with products sold in 66 countries Positioned as premium priced motorcycles within the “sport” sub-segment of the large-displacement motorcycle market [5.7%] worldwide market share in the Sport segment of the >500cc Road Market(1) Extensive racing pedigree with 13 Manufacturer’s titles since 1990 in the World Superbike Championship 38,417 motorbikes sold in 2003: net sales of €388.2m and EBITDA of €45.0m Products through 140 Ducati stores and 732 independent multi-brand stores One 125,000 sqm centralized production plant in Bologna (Italy) 1,149 employees at 30 September 2004 1 ____________________ (1) Source: Ducati; As of 30 Sep 2004 [DRAFT] A History of Sustained Product Innovation [Picture to come] [Picture to come] [Picture to come] [Picture to come] [Picture to come] 1926 1946 1972 1985 1993 Ducati is founded in Bologna by the Ducati family and other Bolognese investors Ducati family begins production and distribution of motorcycles introducing “Cucciolo”, a small auxiliary motor for bicycles Victory in the Imola 200 Race establish the reputation of the “L-Twins” engine for highperformance and racing success Cagiva acquired the Ducati brand and related businesses The Argentine Miguel Galluzzi conceives the idea of the naked bike: ”Monster” [Picture to come] [Picture to come] [Picture to come] [Picture to come] [Picture to come] 1996 1999 2000 2001 2003 TPG and Deutsche Morgan Grenfell acquire the Ducati brand name, trademark and related intellectual property rights from Cagiva Ducati Motor Holding goes public at the New York and Milan Stock Exchange The MH900e becomes the first motorcycle ever to be sold exclusively over the Internet Ducati starts trading on the “STAR” segment of the Milan Stock Exchange After 30 years, Ducati Corse participates again in the Moto GP Championship, winning nd 2 place 2 [DRAFT] 2004 Product Offering Superbike • • • • • • • 749 Dark 749 749s 749r 999 999s 999r $11,995-29,995 Monster • • • • • • • 620 Dark 620 1000 1000s S2R Dark S2R S4R $6,595-13,495 Multistrada • • • • 620 Dark 620 1000 DS 1000s DS $7,695-13,495 Sport Touring • ST3 • ST4s • ST4s ABS Super Sport • 1000 DS $11,995-15,995 $7,995-10,995 [Insert Pictures] 3 [DRAFT] Worldwide Presence 2003 Net Sales Breakdown by Country Rest of World 14.4% 2003 Net Sales Breakdown by Channel Italy 29.1% [Germany Japan to be 9.9% inserted] [Company to provide data] US/Canada 13.1% Rest of Europe 33.5% 2003 Net Sales Breakdown by Product €388.2m Sport Supersport 6% Touring 7% Other 1% Accessories & Apparel 7% Spare Parts 11% Motorcycles 81% Multistrada 12% Superbike 39% Monster 36% 4 [DRAFT] Ownership Structure Overview Listed on the Milan Stock Exchange in the “STAR” segment and New York Stock Exchange through ADSs since 1999 Companies traded on “STAR” meet strict requirements relating to transparency, liquidity and corporate governance Texas Pacific Group (“TPG”) has been a controlling shareholder since 1996 Shareholder Base Treasury Shares 2.0% Texas Pacific Group 33.2% Giorgio (2) Seragnoli 7.5% Free Float 52.3% Harris Associates LP 5.0% Broad public shareholder base TPG Shareholder Interest TPG acquired 100% of Ducati from Cagiva in 1996 in two steps for ca. [€260m] Turnaround focused on operational efficiencies and strict costs control TPG sold [x%] of its stake in the 1999 IPO TPG fully support current top management without being heavily involved Unclear commitment to Ducati if capital increase required ____________________ Source: Consob and Thomson as of November 2004 (1) The segment of Equity with high standards (2) Vice Chairman of the Board of Directors of DMH since 1998 Columbia Wanger A.M. Cambiar Investors LLC Pioneer Investment Management Ltd. Leonardo SGR S.p.A. Arca SGR S.p.A. J.P. Morgan Fleming A.M. (UK) Limited Dimensional Fund Advisors, Inc. SanpaoloIMI W. M. Luxembourg S.A. Lemanik Asset Management Optima S.p.A SGR Pictet Asset Management UK Ltd. WestAM BIM Intermobiliare SGR S.p.A. Credit Suisse A. M. Funds S.p.A. SINOPIA Asset Management Gespastor S.A.,S.G.I.I.C. Sub Total Other Total [DRAFT] 1.80% 0.45% 0.32% 0.20% 0.15% 0.10% 0.08% 0.08% 0.08% 0.07% 0.06% 0.04% 0.02% 0.02% 0.01% 0.01% 3.49% 48.81% 52.30% 5 Key Highlights Powerful Brand Equity Focused Market Niche Flexible Manufacturing Operations Technical and Design Excellence Loyal Customer Base Performance Superiority 6 [DRAFT] Leading Market Position among Non-Japanese Players Ducati Positioning in Relevant Market(1) Brand Positioning % of units [registered] Performance 30% 25% Superbike 25% Sport Classic 23% Monster 20% 20% Multistrada Sport Touring Function 15% Lifestyle [Update] 14% 10% 6% 5% 5% 3% 2% 2% 0% 0% Comfort [To be discussed] 7 ____________________ (1) As of 30 Sep 2004; Ducati Relevant Market is defined as Sport, Naked and Sport Touring above 398cc bikes. In 2004, the full year after the introduction of Multistrada, DRM has been widened to include Dual bikes [DRAFT] Technical and Design Excellence Traditionally Ducati has developed unique solutions for its motorbikes: Desmodromic valves 90° L-Twin engine Tubular trellis frame Sound [Insert Pictures] Racing successes further boost excellence: Possibility to test new technical innovations and design features leveraging up racing activities Focus on cutting – edge solutions Italian style with the most advanced technology 8 [DRAFT] 2004 Product Innovation [ To Come] 9 [DRAFT] Performance Superiority Research & Development Key competitive tool to maintain Ducati reputation for technical excellence and innovative design Ducati Corse MOTO GP Re-joined in 2003 after over 30 years Ducati Desmosedici: Racing motorcycle powered by a 4 stroke “Double Twin” cylinder engine 2nd place in the 2003 Constructors’ Standing with Loris Capirossi and Troy Bayliss as official riders Networked unit: Ducati R&D strategically coordinates multiple external sources of technical and engineering skills SUPERBIKE 13 times World Champion in the Superbike Championship since 1990 More single race victories than all other manufacturers combined 2 Teams: Ducati Fila and Ducati Breil Strategic partnership with IDEA institute Ducati Design Center: Strict control of the design process Reduced “time-to-market” and design costs Possibility to test new technical innovations and design features leveraging up racing activities 2003 R&D expenditures at €21.4m (5.5% of sales) with 206 employees fully dedicated Innovative projects partially financed by soft loans granted by the Government Racing Economics €m 30 25.0 21.2 20 10 9.0 3.4 0 1998 [DRAFT] 2003 Costs 10 Sales Loyal Customer Base Ducati Monobrand Stores Ducati brand loyalty is determined by satisfaction in the Ducati experience Design, sound and image emerge as the distinctive requirements to satisfy Ducati customers Repurchase intention is 84% among Ducati owners(1) Weighted average actual loyalty of Ducati owners was 66% in 2002(2) Overall Loyalty Level(2) 80% 70% 60% 50% 40% 30% 20% 10% 0% 75.0% 71.0% Italy 66.0% USA 48 16 12 8 14 8 4 4 26 140 Independent Multi Brand Stores 51.0% Germany Italy Germany France Benelux Japan UK South Africa USA Other Total Weighted Average USA Germany Italy Japan France Spain Australia UK Switzerland Benelux Other Total 158 83 81 64 61 32 30 29 24 19 151 732 11 ____________________ (1) Source: CSM customer research 2002 based on a sample of 300 Ducati owners (2) Source: CSM customer research 2002 and JDPowers database 2001 [DRAFT] Flexible Manufacturing Operations 125,000 sqm production facility located outside Bologna (Italy) Focus on engines and motorcycles assembly and testing Direct production of two strategic components: Crank cases Cylinder heads [insert picture] Manufacturing outsourced to a network of sophisticated third-party suppliers [ ] workers employed [company to provide additional data] 12 [DRAFT] Powerful Brand Equity Globally recognised brand [Company to provide data to support] Marketing effort focused on: Superior performance & technical excellence Prestige and uniqueness Italian style design [Insert Pictures] Racing successes to boost brand image Ducati Stores to further improve visibility Widespread media attention World Ducati Weekend [ ] employees fully dedicated to marketing efforts 13 [DRAFT] Financial Information [DRAFT] [Financials] Net Sales and EBITDA Margin Key Drivers Revenue €m EBITDA Margin (%) 450 30% 407.8 400 412.9 388.2 379.5 25% 350 300 267.966 20% [ Commentary to come] 250 15.8% 16.2% 15% 200 12.7% 150 11.6% 10% 9.7% 100 5% 50 0 0% 2000A 2001A 2002A 2003A YTD Net Sales EBITDA Margin Volumes Units Sold 45,000 40,000 39,087 40,016 39,534 3,081 3,638 3,481 6,025 35,000 2,275 30,000 25,000 19,659 20,125 17,991 4,058 5,676 3,812 2394 2,164 12,958 2,818 10,000 5,000 25,240 19,600 20,000 15,000 38,417 12,289 10,577 12,641 1,020 9,308 6,704 0 2000A 2001A 2002A Superbike Super Sport 2003A Sport Naked 14 YTD Sport Touring MTS [DRAFT] Untapped Potential to Grow Vertical Expansion Strategic Pillars Opening two additional entry doors in the sport and dual segments to attract new bikers Repositioning current and future product development [Insert Pictures] Develop products targeted towards new bikers Horizontal Expansion Gain market share from competitors Enter fast growth off road and sportster segment Upgrade loyal customers Developed a focused range of premium price products 15 [DRAFT] 1996 – 2003: An Historical Perspective [Company to comment] TPG ACQUISITION Phase 1 RESUME GROWTH IPO 1996 1997 1998 Lean production model “Just in time” inventory Total Quality Management Lead time reduction 1999 2000 Net Sales €m 400 388.2 €m 50 45.0 30 1996 2003 2003 2004 Working Capital / Net Sales 0.5x 0.21x 10 0.1x 0 0.0x 1996 0.24x 0.23x 0.25x 2001A 2002A 2003A 16 0.2x 11.8 0 2002 0.3x 20 100 Phase 3 INNOVATION 0.4x 200 105.8 2001 EBITDA 40 300 Reduction of new models development time Concurrent Engineering Design for Assembly Phase 2 EFFICIENCY Revamp brand image Strict cost saving policy Reduction of material wastes 2003 2000A [DRAFT] Historical Capitalisation Ratio Net Debt(1) / EBITDA 3.0x 2.8x 2.6x 2.5x 2.0x EBITDA / Net Interest 5.5x 6.0x 2.1x 1.6x 6.6x 7.0x 1.7x 4.0x 1.5x 4.8x 3.1x 3.0x 1.0x 2.0x 0.5x 1.0x 0.0x 0.0x 2000A 2001A 2002A 2003A LTM 2000A Net Debt(1) / Net Capitalization 42.99% 43.0% 42.5% 2001A 2003A LTM 0.5x 0.4x 42.0% 2002A FFO / Net Debt(1) 0.4x 42.2% 0.36x 0.33x 0.31x 2003A LTM 0.3x 41.3% 41.0% 5.2x 5.0x 0.2x 40.5% 0.1x 40.0% 0.0x 2000A 2001A ____________________ (1) Excludes effect of securitisation 2002A 2003A 9 M 2004A 2000A 2001A 2002A 17 [DRAFT] Debt Analysis (€m) 9 M 2004 Cash & Cash Equivalents 29.4 Credit Linked Notes 15.0 Bought Back Eurobonds 3.0 Total Current Assets (1) Class B Notes 10.0 Total Non Current Assets 10.0 Total Assets 57.4 Short Term Borrowings 83.4 (2) Current Portion of Long Term Debt Total Current Liabilities Long Term Debt 69.8 153.2 3.9 Other Long Term Liabilities (3) 12.6 Total Non Current Liabilities 16.6 Total Liabilities Net Financial Position Bank 47.4 169.8 Total Line of Credit (‘000) Available Utilised 13,500 20,250 20,500 28,836 11,000 20,000 14,000 20,000 10,000 10,000 10,000 6,800 184,886 184,886 7,504.9 4,002.3 12,396.7 14,185.8 6,622.1 13,884.7 6,190.1 5,233.3 10,000.0 3,106.7 83,126.6 241.0 72.0 83,439.6 DMH - INTESA DMH - UNICREDIT DMH - CAPITALIA DMH - BNL DMH - SAN PAOLO DMH - CARIFIRENZE DMH - CREDEM DMH - POP BERGAMO DMH - MPS DMH - POP VERONA DMH - COMMERZBANK DMH - BBVA TOTAL DMH DNA - Bank of America DUK - Lloyd Group Total 112.4 ____________________ (1) Junior notes related to the securitisation program (2) Includes €60.7m of outstanding Eurobonds, €5.8m of securitized receivables not yet transferred to the SPV and €3.3m of short term leasing (3) Soft loans granted by the Government [DRAFT] 18 Asset Backed Securitisation In December 2002 Ducati signed a five-year contract for the disposal of €60m eligible trade receivables under revolving securitisation arrangements Business rationale: Achieve savings of ca. €1m per year and strengthen the relationship with the dealers through the internalisation of the servicing activity Support the distribution network through a financing tool with longer term nature than factoring contracts Receivables are sold, without recourse, to a Law 130 SPV called Ducati Desmo Finance 1 Ducati Desmo Finance 1 finances itself through the issuance of two classes of notes Class A Notes, underwritten by the US-based Romulus Finance conduit (which in terms issues A1/P1 rated commercial paper) Class B Notes, for an amount of €10m and underwritten by Ducati itself S&P and Moody’s certify that the eligibility criteria adopted for Ducati’s receivables are consistent with the A1/P1 rating of Romulus Finance Interest on Class A notes is Euribor + 40 bps The programme is drawn for €33m, and will be drawn by an additional €12m in 2005 19 [DRAFT] Current Capitalisation (€m) 31 Dec 2003 30 Sep 2004 Cash & Investments 49.0 57.4 Total Short Term Debt 65.6 153.2 Total Long Term Debt 100.5 16.6 Total Debt 166.1 169.8 Shareholders’ Equity 158.4 149.1 Gross Capitalisation 324.5 318.9 20 [DRAFT] Conclusion [DRAFT] Appendix [DRAFT] Monster – The Original “Naked” Motorcycle Introduced in 1993 11,500 units sold in the first two years of production Essential style with fully exposed engine and bodywork Evolution on a continuous basis: Upgrading of the 750cc and 900cc engines to 800cc and 1000cc dual spark (2002) Fuel injected Monster 620 ie (2004) Successful S4R launch Client Target: Price Range: $6,595 – 13,495 Engine Range: 600 – 1000cc Units sold in 2003 17,994 Units Sold Since Launch: [company to provide data] [DRAFT] 21 Multistrada – Rational Design, Unmistakable Style Prototype launched in September 2001 Multipurpose sportbike offering superbike performance and a more upright position 70% of the units sold in 2003 immediately registered Model year 2005 new launches: Agile 620 entry-level model High-performance 1000s DS Client Target: Price Range: $7,695 – 13,495 Engine Range: 600 – 1000cc Units sold in 2003 [more than 6,000] Units Sold Since Launch: [company to provide data] [DRAFT] 22 Sport Touring – The Ideal Gran Turismo Choice Introduced in [ ] Inspired by the classic European Gran Turismo tradition Comfortable ergonomic configuration for longer rides Complete family re-styling [company to provide timing] Height adjustable exhaust system Anti-block Brake System (ABS) added in 2003 Successful 3-valve ST3 Launch for model year 2004 Client Target: Price Range: $11,995 – 15,995 Engine Range: 800 – 1000cc Units sold in 2003 2,275 Units Sold Since Launch: [company to provide data] [DRAFT] 23 Superbike – The Best Twin ever Produced Introduced in 1987 Closely derived from the motorcycles competing in the World Superbike Championship Most advanced and highest performance motorcycles within the product mix Constant and evolutionary development of engine and chassis technologies Twin-cylinder Testastretta engine Innovative aluminium alloy two-sided box-section rear swing-arm 5 “Motorcycle of the Year” awards from Motor Cycle News and Motorrad Client Target: Price Range: $11,995 – 29,995 Engine Range: 750 – 1000cc Units sold in 2003 9,308 Units Sold Since Launch: [company to provide data] [DRAFT] 24 Super Sport – An Icon in Modern Motorcycling Launched in 1973 Entry point for the aspiring Superbike owner Classic design, lightweight, superior handling and tight cornering ability Signature Ducati trellis frame, advanced suspension and 992cc Dual Spark engine [Company to provide strategy and improvements on Super Sport] [company to provide data] Client Target: Price Range: $ 7,995 – 10,995 Engine Range: 1000cc Units sold in 2003 2,818 Units Sold Since Launch: 25 [DRAFT]