CNH Industrial Capital 10-K 2012 FY Annual report

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TABLE OF CONTENTS
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to

Commission File Number: 333-182411

CNH CAPITAL LLC
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	39-1937630 (I.R.S. Employer Identification Number)
5729 Washington Avenue Racine, Wisconsin (Address of principal executive offices)	53406 (Zip code)

(262) 636-6011
(Registrant's telephone number, including area code)

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.o Yes    ý No

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.o Yes    ý No

         Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes    o No

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes    o No

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filerý
(Do not check if a
smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).o Yes    ý No

         As of March 4, 2013, all of the limited liability company interests of the registrant were held by an affiliate of the registrant.

         The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business		2
Item 1A.	Risk Factors		5
Item 1B.	Unresolved Staff Comments		13
Item 2.	Properties		13
Item 3.	Legal Proceedings		14
Item 4.	Mine Safety Disclosures		14
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
Item 6.	Selected Financial Data		15
Item 7.	Managements' Discussion and Analysis of Financial Condition and Results of Operations		15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 8.	Financial Statements and Supplementary Data		29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		29
Item 9A.	Controls and Procedures		29
Item 9B	Other Information		30
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		31
Item 11.	Executive Compensation		31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		31
Item 13.	Certain Relationships and Related Transactions, and Director Independence		31
Item 14.	Principal Accounting Fees and Services		31
PART IV
Item 15.	Exhibits and Financial Statement Schedules		32

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PART I

Item 1.    Business

Overview

        CNH Capital LLC (together with its consolidated subsidiaries, "CNH Capital," the "Company" or "we") is an indirect wholly-owned subsidiary of CNH Global N.V. ("CNH Global" and together with its consolidated subsidiaries, "CNH") and is headquartered in Racine, Wisconsin. As a captive finance company, our primary business is to underwrite and manage financing products for end-use customers and dealers of CNH America LLC ("CNH America") and CNH Canada Ltd. (collectively, "CNH North America") and provide other related financial products and services to support the sale of agricultural and construction equipment manufactured by CNH North America. The primary operating subsidiaries of CNH Capital include CNH Capital America LLC ("CNH Capital America"), New Holland Credit Company, LLC ("New Holland Credit") and CNH Capital Canada Ltd. ("CNH Capital Canada"). CNH Capital America is the primary financing and business entity of CNH Capital for the United States that enters into retail and wholesale financing arrangements with end-use customers and equipment dealers, while New Holland Credit acts as the servicer for retail and wholesale receivables originated by CNH Capital America.

        As of December 31, 2012, Fiat Industrial S.p.A. ("Fiat Industrial," and together with its subsidiaries, the "Fiat Industrial Group") owned approximately 87% of CNH's outstanding common shares through its wholly-owned subsidiary, Fiat Netherlands Holding N.V. ("Fiat Netherlands").

        On January 1, 2011, Fiat S.p.A. ("Fiat") effected a "demerger" under Article 2506 of the Italian Civil Code. Pursuant to the demerger, Fiat transferred its ownership interest in Fiat Netherlands to a new holding company, Fiat Industrial, including Fiat's indirect ownership of CNH Global, as well as Fiat's truck and commercial vehicles business and its industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat Industrial. In connection with the demerger transaction, shareholders of Fiat received shares of the capital stock of Fiat Industrial. Accordingly, as of January 1, 2011 Fiat Industrial owned approximately 89% of the outstanding common shares of CNH Global through Fiat Netherlands.

        On November 25, 2012, Fiat Industrial and CNH Global announced that they entered into a definitive merger agreement to combine the businesses of Fiat Industrial and CNH Global. The terms of the definitive merger agreement provide that Fiat Industrial, which indirectly owns approximately 87% of the outstanding share capital of CNH Global, and CNH Global will each merge into a newly-formed company organized under the laws of the Netherlands ("NewCo"). The parties anticipate that the shares of NewCo will be listed on the New York Stock Exchange at the closing of the merger. NewCo will also use its reasonable best efforts to cause the NewCo shares to be admitted to listing on theMercato Telematico Azionario managed byBorsa Italiana shortly following the closing of the merger. The merger is expected to close in the third quarter of 2013, subject to customary closing conditions including, among others, the approval of the merger by the shareholders of each of Fiat Industrial and CNH Global, customary regulatory approvals and a condition capping the exercise of withdrawal rights by Fiat Industrial shareholders and opposition rights by Fiat Industrial creditors at €325 million in the aggregate. Fiat Industrial has agreed to vote all of its CNH Global shares in favor of the merger at the applicable CNH Global shareholders' meeting.

        CNH Capital offers retail loan and lease financing to end-use customers for the purchase of new and used equipment and components, as well as commercial revolving account ("CRA") financing, insurance and other financial services. CNH Capital also provides wholesale financing to CNH North America equipment dealers and distributors (almost all of which are independently owned and operated). Wholesale financing consists primarily of dealer floorplan financing and gives dealers the ability to maintain a representative inventory of new products. In addition, CNH Capital provides financing to

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dealers for used equipment taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs. As a holding company, CNH Capital generally does not conduct operations of its own but relies on its subsidiaries for the generation and distribution of profits.

        To help fund its retail and wholesale financing business, CNH Capital participates in the asset-backed securitization markets. CNH Capital periodically transfers retail and wholesale receivables originated from end-use customers and dealers to special purpose entities, in exchange for cash proceeds from asset-backed securities issued by these special purpose entities. Investors in these asset-backed securities in turn receive payments on their securities based on the cash flows from the transferred receivables. CNH Capital continues to service the transferred receivables and may hold some retained interests in the transferred receivables. These special purpose entities and the investors in the asset-backed securities have no recourse beyond CNH Capital's retained interests for failure of any end-use customers or dealers to make payments on the transferred receivables when due.

        CNH Capital's revenue is primarily generated through the income of its portfolio and the income generated through marketing programs with CNH North America. The size of the portfolio is in part related to the level of equipment sales by CNH North America. The portfolio profitability is linked to the credit quality of the borrowers, the value of collateral and the difference between lending and borrowing rates. For the year ended December 31, 2012, the percentage of revenue derived by us from CNH North America and other CNH affiliates was 47%.

Relationship with CNH

        CNH believes that it is the most geographically diversified manufacturer and distributor of agricultural and construction equipment. As of December 31, 2012, CNH was manufacturing products in 37 facilities throughout the world and distributing products in approximately 170 countries through a network of approximately 11,500 dealers and distributors. CNH's worldwide manufacturing base includes facilities in Europe, Latin America, North America and Asia. For the year ended December 31, 2012, 44% of net sales of equipment were generated in North America, 31% in Europe, Africa, the Middle East and the Commonwealth of Independent States, 15% in Latin America and 10% in Asia Pacific, respectively. As of December 31, 2012, CNH had total assets of $35.4 billion and total shareholders' equity of $8.6 billion. For the year ended December 31, 2012, CNH had total revenues of $20.4 billion and net income attributable to CNH Global of $1.1 billion.

        CNH organizes its operations into three business segments: agricultural equipment, construction equipment and financial services. For the year ended December 31, 2012, CNH sales of agricultural equipment represented 76% of total revenues, sales of construction equipment represented 18% of total revenues and revenue generated by financial services represented 6% of total revenues.

        CNH Capital is a key financing source for CNH end-use customers and dealers in North America. As a captive finance business, we provide financial services for CNH North America customers located primarily in the United States and Canada. CNH North America offers subsidized financing programs, such as low-rate or interest-only periods and other sales incentive programs. We participate in and receive reimbursement for these programs, which allows us to offer financing to customers at advantageous interest rates.

        Although our primary focus is to finance CNH manufactured equipment, we also provide retail and wholesale financing related to new and used agricultural and construction equipment manufactured by entities other than CNH North America. We are dependent on CNH for substantially all of our business, with revenues related to financing provided to CNH dealers and retail customers purchasing and/or leasing from CNH dealers accounting for over 90% of our total revenues for the year ended December 31 2012, and with loan portfolios attributable to such financing accounting for over 90% of our total managed receivables as of December 31, 2012.

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        The size of our portfolio is partially related to the level of equipment sales by CNH North America, which is driven in part by the strength of the agricultural and construction markets. The credit quality of our portfolio reflects the underwriting standards of CNH Capital, which are developed internally and independent of the sales volume goals of CNH North America.

        On November 4, 2011, we and CNH Global entered into a support agreement, pursuant to which CNH Global has agreed to, among other things, (a) make cash capital contributions to us, to the extent necessary to cause our ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with accounting principles generally accepted in the United States of America, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51% of the voting equity interests in us and (c) cause us to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million.

Products and Services

        CNH Capital's financing products and services fall into the following main categories:

Retail (70.1% of managed portfolio as of December 31, 2012):    CNH Capital provides and administers retail financing to end-use customers for the purchase or lease of new and used CNH North America equipment or other agricultural and construction equipment sold primarily through CNH North America dealers and distributors. Retail financing products primarily include retail installment sales contracts and finance leases. In addition, CNH Capital leases equipment to retail customers under operating lease agreements. The terms of retail contracts, finance leases and operating leases (collectively, "receivables") generally range from two to six years, and interest rates on the receivables vary depending on prevailing market interest rates and certain incentive programs offered by CNH North America.

        CNH Capital utilizes a proprietary credit scoring model as part of the retail credit approval and review process. CNH Capital also provides servicing and collection operations generally performed through its subsidiary, New Holland Credit, for the retail financing products.

Wholesale (28.0% of managed portfolio as of December 31, 2012):    CNH Capital provides wholesale financing to dealers to finance purchases of new and used agricultural and construction equipment and parts. In addition, CNH Capital extends credit to dealers for working capital and other financing needs. Currently, credit is extended to approximately 1,200 dealers (with each being a separate legal entity) with approximately 2,200 locations in North America.

        The dealer financing agreements provide CNH Capital with a first priority security interest in the equipment and parts financed and possibly other collateral. A majority of dealers also provide a personal or corporate guaranty. The amount of credit extended is primarily based upon the dealer's expected annual sales, effective net worth, utilization of existing credit lines and inventory turnover. CNH Capital evaluates and assesses dealers on an ongoing basis as to their credit worthiness and conducts audits of dealer equipment inventories on a regular basis. The amounts of credit made available to dealers are reviewed on a regular basis, which is usually annually, and such amounts are adjusted when deemed appropriate by CNH Capital.

Other (1.9% of managed portfolio as of December 31, 2012):    CNH Capital offers other financial products and services, including CRA Products and Insurance.

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CRA Products: CNH Capital offers CRA products, which can be used to purchase parts, service, rentals, implements and attachments predominantly from CNH North America dealers. CNH Capital also provides servicing and collection operations for certain of these products.

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Insurance: CNH Capital finances a variety of insurance products, including physical damage insurance, extended warranty coverage and credit life insurance, for end-use customers and dealers in conjunction with the purchase of new and used equipment that are underwritten through a third party insurer.

Competition

        CNH Capital's financing products and services are intended to be competitive with those available from third parties. We participate in certain marketing programs sponsored by CNH North America that allow us to offer financing to customers at competitive or advantageous interest rates or other terms (such as longer contract terms, longer warranty terms or gift cards redeemable for parts or services). Under these programs, including our low-rate financing programs or interest waiver programs, we are compensated by CNH North America for some or all of the difference between market interest rates and the interest rates offered by us to a customer and for some of the cost of such other advantageous terms. This support from CNH North America provides a material competitive advantage in offering financing to customers of CNH North America's products.

        We compete primarily with banks, equipment finance and leasing companies, and other financial institutions. Typically, this competition is based upon financial products and services offered, customer service, financial terms and interest rates charged. In addition, some of our competitors may be eligible to participate in government programs providing access to capital at more favorable rates, which may create a competitive disadvantage for CNH Capital. CNH Capital believes that its strong, long-term relationship with the dealers and end-use customers and the ease-of-use of our products provides a competitive edge over other third-party financing options. In addition, the marketing programs offered by CNH North America have a positive influence on the proportion of CNH's equipment sales that are financed by CNH Capital.

Employees

        As of December 31, 2012, CNH Capital had approximately 500 employees, none of which were represented by unions.

Item 1A.    Risk Factors

        The following risks should be considered in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 12 and the other risks described in the Cautionary Note Regarding Forward-Looking Statements on page 20. These risks may affect our operating results and, individually or in the aggregate, could cause our actual results to differ materially from past and anticipated future results. Except as may be required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.

Risks Related to Our Indebtedness and Liquidity

Credit rating changes could affect our access to funding and our cost of funds, which could in turn adversely affect our financial position and results of operations.

        Our access to, and cost of, funding depends on, among other things, the credit ratings of us, CNH, our asset-backed securitization ("ABS") transactions and Fiat Industrial. The rating agencies may change our credit ratings or take other similar actions, which could affect our access to the capital markets and the cost and terms of future borrowings and, therefore, could adversely affect our financial position and results of operations. A lack of funding could result in our inability to meet customer demand for equipment financing, while increased funding costs would lead to decreased profits and could result in our inability to meet customer demand at attractive interest rates, which in turn may adversely affect our financial position and results of operations.

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We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and limit our financial and operating flexibility.

        As of December 31, 2012, we had an aggregate of $11.4 billion of consolidated indebtedness and our equity was $1.5 billion.

        The extent of our indebtedness could have important consequences to our operations and financial results, including:

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we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes;

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we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes;

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we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage;

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we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions or our business; and

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we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to provide competitive retail and wholesale financing programs.

Restrictive covenants in our debt agreements could limit our financial and operating flexibility.

        The indentures governing our outstanding indebtedness contain, and other credit agreements to which we are a party may contain, covenants that restrict our ability and/or that of our subsidiaries to, among other things:

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incur additional debt;

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make certain investments;

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enter into certain types of transactions with affiliates;

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use assets as security in other transactions;

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enter into sale and leaseback transactions; and/or

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sell certain assets or merge with or into other companies.

        These restrictive covenants could limit our financial and operating flexibility. For example:

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limits on incurring additional debt and using assets as security in other transactions could materially limit our future business prospects by restricting us from financing as many customers as we otherwise would, particularly if our traditional funding sources (including principally the ABS markets) were not available;

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limits on investments could result in a return on assets lower than that of our competitors; and

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limits on the sale of assets or merger with or into other companies could deny us a future business opportunity despite the benefits that could be realized from such a transaction.

        In addition, we are required to maintain certain coverage levels for leverage and EBITDA. Our leverage ratio, defined as the ratio of total net debt to equity, is required not to exceed 9.00:1, and our EBITDA coverage ratio, defined as the ratio of EBITDA to finance charges (interest expenses on a consolidated basis), is required to be at least 1.15:1.

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        Our ability to meet any of these restrictive covenants may be affected by events beyond our control, which could result in material adverse consequences that negatively impact our business, results of operations and financial position. If we fail to comply with these restrictive covenants, we may be unable to borrow additional funds and our lenders or debt holders may declare a default and demand the immediate repayment of all outstanding amounts owed to them. We cannot assure you that we will continue to comply with each restrictive covenant at all times, particularly if we were to encounter challenging and volatile market conditions.

Risks Related to Our Business, Strategy and Operations

Reduced demand for equipment would reduce the opportunities for us to finance equipment.

        Our business is largely dependent upon the demand for CNH North America's products and its customers' willingness to enter into financing or leasing arrangements with respect thereto, which may be negatively affected by challenging global economic conditions. As a result, a significant and prolonged decrease in demand for CNH North America's products could have a material adverse effect on our business, financial position, results of operations and cash flows. Our primary business is to provide retail and wholesale financing alternatives for CNH North America's products to CNH North America's customers and dealers. The demand for CNH North America's products and our financing products and services is influenced by a number of factors, including:

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general economic conditions, including shifts in key economic indicators such as gross domestic product;

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demand for food;

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commodity prices and stock levels;

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net farm income levels;

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availability of credit;

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developments in biofuels;

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infrastructure spending rates;

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seasonality of demand;

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changes and uncertainties in the monetary and fiscal policies of various governmental and regulatory agencies

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CNH North America's ability to maintain effective distribution networks;

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currency exchange rates and interest rates;

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pricing policies by CNH North America and/or its competitors;

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political, economic and legislative changes;

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housing starts; and

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commercial construction.

        In the equipment industry, changes in demand can occur suddenly, resulting in imbalances in inventories, product capacity, and prices for new and used equipment. If fewer pieces of equipment are sold, CNH Capital will be presented with fewer opportunities to finance equipment.

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Change in support from CNH North America could limit our ability to offer competitively priced financing to our customers and reduce the percentage of CNH North America's products financed by us, which may in turn have a material adverse effect on our business, financial position, results of operations and cash flows.

        We participate in certain marketing programs sponsored by CNH North America that allow us to offer financing to customers at advantageous interest rates or other terms (such as longer contract terms, longer warranty terms or gift cards redeemable for parts or services). This support from CNH North America provides a material competitive advantage in offering financing to customers of CNH North America's products. Any elimination or reduction of these marketing programs, which affects our ability to offer competitively priced financing to customers, in turn could reduce the percentage of CNH North America's products financed by us and could have a material adverse effect on our business, financial condition, results of operations and cash flows. For the years ended December 31, 2012, 2011 and 2010, the revenues recognized by us from CNH North America for marketing programs were $389.3 million, $378.4 million and $364.8 million, respectively, representing 47%, 46% and 42% of our total revenues.

        CNH North America also provides us with other types of operational and administrative support, such as payroll and legal assistance. For the years ended December 31, 2012, 2011 and 2010, we incurred fees charged by our affiliates of $61.9 million, $62.9 million and $61.5 million, respectively, representing 25%, 26%, and 20%, respectively, of our total administrative and operating expenses.

        CNH North America also provides a portion of our funding. The portion of funding provided by CNH North America is based on various factors, including anticipated external funding transactions, and will fluctuate over time. As of December 31, 2012 and December 31, 2011, CNH North America had loans outstanding to us of $849.0 million and $525.9 million, respectively.

        Any change in support from CNH North America could negatively impact our results of operations.

An increase in customer credit risk may result in higher delinquencies and defaults, and a deterioration in collateral valuation may reduce our collateral recoveries, which could increase losses on our receivables and leases and adversely affect our financial position and results of operations.

        Fundamental to any organization that extends credit is the credit risk associated with its customers. The creditworthiness of each customer, and the rates of delinquencies, repossessions and net losses relating to customer receivables are impacted by many factors, including:

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relevant industry and general economic conditions (in particular, those conditions most directly affecting the agricultural and construction industries);

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the availability of capital;

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changes in interest rates;

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the experience and skills of the customer's management team;

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commodity prices;

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political events;

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weather; and

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the value of the collateral securing the extension of credit.

        A deterioration in the quality of our financial assets, an increase in delinquencies or a reduction in collateral recovery rates could have an adverse impact on our performance. These risks become more acute in any economic slowdown or recession due to decreased demand for (or the availability of) credit, declining asset values, changes in government subsidies, reductions in collateral to receivable balance ratios, and an increase in foreclosures and losses. In such circumstances, our receivable servicing and litigation costs may also increase. In addition, governments may pass laws, or implement regulations, that

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modify rights and obligations under existing agreements, or which prohibit or limit the exercise of contractual rights.

        When receivables are unpaid and we repossess collateral securing the repayment of the receivable, our ability to sell the collateral to recover or mitigate losses is subject to the market value of such collateral. Those values are affected by levels of new and used inventory of agricultural and construction equipment on the market. They are also dependent upon the strength of the general economy and the strength of market demand for new and used agricultural and construction equipment. In addition, repossessed collateral may be in poor condition, which would reduce its value. Finally, relative pricing of used equipment, compared with new equipment, can affect levels of market demand and the resale of repossessed equipment. An industry-wide decrease in demand for agricultural or construction equipment could result in lower resale values for repossessed equipment, which could increase losses on receivables and leases, adversely affecting our financial position and results of operations.

Changes in interest rates and market liquidity could have a material adverse effect on our earnings and cash flows.

        Because a significant number of our receivables are generated at fixed interest rates, our business is subject to fluctuations in interest rates. Although we seek to match fund our assets, with approximately 68% of our receivables and approximately 66% of our funding at a fixed rate, respectively, as of December 31, 2012, changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and/or cash flow. We also rely on the capital markets and a variety of funding programs to provide liquidity for our operations, including committed asset-backed and unsecured facilities and the issuance of secured and unsecured debt. Significant changes in market liquidity conditions could impact our access to funding and the associated funding costs and reduce our earnings and cash flow.

        Although we manage interest rate and market liquidity risks with a variety of techniques, including a match funding program, the selective use of derivatives and a diversified funding program, there can be no assurance that fluctuations in interest rates and market liquidity conditions will not have a material adverse effect on our earnings and cash flow. If any of the variety of instruments and strategies we use to hedge our exposure to these various types of risk are ineffective, we may incur losses.

If we are unable to obtain funding, in particular through the ABS market and committed asset-backed facilities, at competitive rates, our ability to conduct our financing business may be severely impaired and our financial position, results of operations and cash flows may be materially and adversely affected.

        We have traditionally relied upon the term ABS market and committed asset-backed facilities as a primary source of funding and liquidity. Access to funding at competitive rates is essential to our business. From mid-2007 through 2009, events occurred in the global financial markets, including weakened financial condition of several major financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of various securities in secondary markets, the forced sale of asset-backed and other securities by certain investors, and the lowering of ratings on certain ABS transactions, which caused a significant reduction in liquidity in the secondary market for ABS transactions outstanding at such time and a significant increase in funding costs. During these periods, conditions in the ABS market adversely affected our ability to sell receivables on a favorable or timely basis. Similar conditions in the future could have an adverse effect on our financial position, results of operations and cash flows.

        To maintain competitiveness in the capital markets and to promote the efficient use of various funding sources, additional reserve support was added to certain previously issued ABS transactions. Such optional support may be required to maintain credit ratings assigned to certain transactions if loss experiences are higher than anticipated. The provision of additional reserve support could have an adverse effect on our financial position, results of operations and cash flow.

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If we breach our representations and warranties in connection with our ABS transactions, we may be required to repurchase non-conforming receivables from the securitization vehicles, which could have an adverse effect on our financial position, results of operations and cash flows.

        In connection with our ABS transactions, we make customary representations and warranties regarding the receivables being securitized, as disclosed in the related offering documents. While no recourse provisions exist that allow holders of asset-backed securities issued by our trusts to require us to repurchase those securities, a breach of these representations and warranties could give rise to an obligation to repurchase non-conforming receivables from the trusts. Any future repurchases could have an adverse effect on our financial position, results of operations and cash flows.

Certain of our operations are subject to supervision and regulation by governmental authorities and changes in applicable laws or regulations may adversely impact our ability to engage in related business activities or increase the cost of our operations, thus adversely affecting our business, financial position and results of operations.

        Our operations are subject, in certain instances, to supervision and regulation by various governmental authorities. These operations are also subject to various laws and judicial and administrative decisions and interpretations imposing requirements and restrictions, which among other things:

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regulate credit granting activities, including establishing licensing requirements;

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establish maximum interest rates, and finance and other charges;

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regulate customers' insurance coverage;

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require disclosure to customers;

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govern secured and unsecured transactions;

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set collection, foreclosure, repossession and claims handling procedures and other trade practices;

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prohibit discrimination in the extension of credit and administration of loans; and

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regulate the use and reporting of information related to a borrower.

        For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was signed into law in July 2010. The various requirements of the Dodd-Frank Act, including the many implementing regulations yet to be released, may substantially affect our origination, servicing and securitization programs. Among its provisions, the Dodd-Frank Act strengthens the regulatory oversight of the ABS and capital market activities by the SEC and other regulatory bodies and increases the regulation of the securitization markets through, among other things, a mandated risk retention requirement for securitizers and a direction to the SEC to regulate credit rating agencies and adopt regulations governing these organizations. We will continue to monitor these developments and their impact on our access to the ABS market, as these and future SEC regulations may impact our ability to engage in these activities or increase the effective cost of asset-backed transactions in the future, which could adversely affect our financial position, results of operations and cash flows.

        To the extent that applicable laws are amended or construed differently, new laws are adopted to expand the scope of regulation imposed upon us or applicable laws prohibit interest rates we charge from rising to a level commensurate with risk and market conditions, such events could adversely affect our business and our financial position and results of operations.

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Weather, climate change, and natural disasters may adversely impact our operations and our results.

        Poor or unusual weather conditions caused by climate change or other factors, particularly during the planting and early growing season, can significantly affect the purchasing decisions of CNH North America's agricultural equipment customers. The timing and quantity of rainfall are two of the most important factors impacting agricultural production. Insufficient levels of rain, such as the severe drought experienced in certain regions of North America in 2012, prevent farmers from planting crops or may cause growing crops to die resulting in lower yields. Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may cause crop loss through increased disease or mold growth. Temperature affects the rate of growth, crop maturity and crop quality. Temperatures outside normal ranges can cause crop failure or decreased yields, and may also affect disease incidence. Natural disasters such as regional floods, hurricanes, storms, and droughts can have a negative impact on agricultural production. The resulting negative impact on farm income can significantly affect demand for CNH North America's agricultural equipment, as well as our customers and their ability to repay debt.

Competitive activity or failure by us to respond to actions by our competitors could adversely affect our business, financial position and results of operations, in particular due to a cost of funds disparity between us and some of our competitors.

        We operate in a highly competitive environment, with financing for users of CNH North America equipment available through a variety of sources, such as banks, finance companies and other financial institutions, including government sponsored entities. Some of our competitors enjoy certain regulatory, government support or credit rating advantages over CNH Capital today, which often enable them to access capital on favorable terms, among other things. Such cost of funds disparities between us and our competitors, or any additional regulatory, government support or credit rating changes that enhance the competitive position of our competitors, could result in our inability to effectively compete. The success of our business also depends on our ability to develop and market financing products and services and offer quality customer service that meet the evolving needs of existing and potential customers. Increasing competition may adversely affect our business if we are unable to match the products and services of our competitors. If we are unable to effectively compete, our business, financial position and results of operations will suffer.

Adverse economic conditions could place a financial strain on our dealers and adversely affect our operating results.

        Economic conditions continue to place financial stress on many of our dealers. Dealer financial difficulties may impact their equipment financing and inventory management decisions, as well as their ability to provide services to their customers purchasing our equipment. Accordingly, additional financial strains on members of our dealer network resulting from current or future economic conditions could adversely impact our financial position and results of operations.

A decrease in the residual value of the equipment that we lease could adversely affect our results.

        Declines in the residual value of equipment leased by us may reduce our earnings. We determine the residual value of leased equipment, which is the estimated future wholesale market value of leased equipment at the time of the expiration of the lease term. We estimate the residual value of leased equipment at the inception of the lease based on a number of factors, including historical wholesale market sales prices, past remarketing experience and any known significant market/product trends. As of December 31, 2012, our total operating lease residual values were $607.0 million. If estimated future market values significantly decline due to economic factors, obsolescence or other adverse circumstances, we may not realize such residual value, which could reduce our earnings, either through an increase in depreciation expense or a decrease in finance revenue.

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Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations.

        We are involved in various lawsuits and other legal proceedings that arise in the ordinary course of our business. We estimate such potential claims and contingent liabilities and, where appropriate, establish reserves to address these contingent liabilities. The ultimate outcome of the legal matters pending against us or our subsidiaries is uncertain. Further, we could in the future become subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period. In addition, while we maintain insurance coverage with respect to certain claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims.

Potential conflicts of interest with Fiat Industrial could result in actions or decisions by Fiat Industrial that may not be viewed favorably by other debt and equity holders of CNH Global or any of its subsidiaries, including CNH Capital.

        As of December 31, 2012, Fiat Industrial owned, indirectly through Fiat Netherlands, approximately 87% of CNH Global's outstanding common shares. CNH Global is the indirect owner of 100% of CNH Capital. As long as Fiat Industrial continues to own shares representing more than 50% of the combined voting power of CNH Global's capital stock, it will be able to direct the election of all of the members of CNH Global's board of directors and determine the outcome of all matters submitted to a vote of the shareholders.

        Circumstances may arise in which the interests of Fiat Industrial could be in conflict with the interests of other debt and equity security holders of CNH Global or any of its subsidiaries, including CNH Capital. In addition, Fiat Industrial may pursue certain transactions that in its view will enhance its equity investment, even though such transactions may not be viewed as favorably by other debt and equity security holders of CNH Global or any of its subsidiaries, including CNH Capital. Fiat Industrial also has the ability to pursue relationships with entities other than CNH Capital to provide financing to the customers of CNH North America. Furthermore, Fiat Industrial has the ability, subject to certain CNH Capital financial covenant restrictions described elsewhere in this filing, to withdraw all of CNH Capital's profits each year. Such actions could potentially result in less financial and operating flexibility for CNH Capital, including, among other things, less capital for CNH Capital to pursue business initiatives that might otherwise be pursued.

        Fiat Industrial provides financing to us. In the recent past, due to the then existing capital markets crisis and its material adverse impact on the ABS markets, we relied more heavily upon financing provided by Fiat. In the event of a repeat of the severe downturn in the ABS markets, we would need to look to alternative funding sources, including Fiat Industrial, though Fiat Industrial would have no obligation to provide such financing. To the extent Fiat Industrial does not provide such financing to us when needed, we could suffer from a lack of funding and/or incur increased funding costs if funding is obtained through other third-party sources.

        We believe our business relationships with Fiat Industrial can offer economic benefits to us; however, Fiat Industrial's ownership of our corporate parent's capital stock and its ability to direct the election of directors could create, or appear to create, potential conflicts of interest when Fiat Industrial is faced with decisions that could have different implications for Fiat Industrial, CNH and CNH Capital.

Our participation in cash management pools exposes us to Fiat Industrial Group credit risk, which, in the event of a bankruptcy or insolvency of certain Fiat Industrial Group members, could render us unable to recover our deposits and in turn materially and adversely affect our financial position and results of operations.

        We participate in a group-wide cash management system with other companies within the Fiat Industrial Group, including CNH America and CNH Canada Ltd. Our positive cash deposits with Fiat Industrial, if any, are either invested by Fiat Industrial treasury subsidiaries in highly rated, highly liquid

12

money market instruments or bank deposits, or may be applied by Fiat Industrial treasury subsidiaries to meet the financial needs of other Fiat Industrial Group members and vice versa. While we believe participation in such Fiat Industrial treasury subsidiaries' cash management pools provides us with financial benefits, it exposes us to Fiat Industrial credit risk.

        In the event of a bankruptcy or insolvency of Fiat Industrial (or any other Fiat Industrial Group member, including CNH America and CNH Canada Ltd., in the jurisdictions with set off agreements) or in the event of a bankruptcy or insolvency of the Fiat Industrial entity in whose name the deposit is pooled, we may be unable to secure the return of such funds to the extent they belong to us, and we may be viewed as a creditor of such Fiat Industrial Group entity with respect to such deposits. It is possible that our claims as a creditor could be subordinated to the rights of third-party creditors in certain situations. If we are not able to recover our deposits, our financial position and results of operations may be materially and adversely impacted.

Our financial statements may be adversely impacted by changes in accounting standards.

        Our financial statements are subject to the application of accounting principles generally accepted in the United States of America, ("U.S. GAAP"), which are periodically revised. At times, we are required to adopt new or revised accounting standards issued by recognized bodies. It is possible such changes could have a material adverse effect on our reported results of operations or financial position. See "Note 2: Summary of Significant Accounting Policies" to our audited consolidated financial statements for the year ended December 31, 2012 for additional information on the adoption of new accounting guidance.

Data security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

        In the ordinary course of business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, maintenance, and transmission of this information by us and any contracted third parties is critical to our operations. We have not experienced any significant known or threatened data security incidents to date, and we employ and seek to improve security measures and initiatives designed to reduce the impact of such risk. Despite our security measures and initiatives, our information technology and infrastructure may be subject to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. Any such breach could compromise our networks and the information stored could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure or other loss could disrupt our operations, result in legal claims or proceedings and harm our business and reputation.

Item 1B.    Unresolved Staff Comments

        None.

Item 2.    Properties

        Our principal executive offices are located at 5729 Washington Avenue, Racine, WI 53406. We also maintain the following offices:

Location	Primary Function	Tenant	Ownership Status
Burlington, ON	Office	CNH Capital Canada Ltd.	Leased
New Holland, PA	Office	New Holland Credit Company, LLC	Leased from New Holland North America, Inc.
Racine, WI	Office	CNH Capital LLC	Leased from CNH America

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Item 3.    Legal Proceedings

        CNH Capital is party to various litigation matters and claims arising from its operations. Management believes that the outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on CNH Capital's financial position or results of operations.

Item 4.    Mine Safety Disclosures

        Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        All of CNH Capital LLC's limited liability company interests are owned by CNH America, which is indirectly wholly-owned by CNH Global. There is currently no established trading market for CNH Capital LLC's limited liability company interests. In 2011, CNH Capital LLC declared and paid cash dividends of $85 million to CNH America. In 2012, CNH Capital LLC paid no cash dividend to CNH America.

Item 6.    Selected Financial Data

        Omitted pursuant to General Instruction I of Form 10-K.

Item 7.    Managements' Discussion and Analysis of Financial Condition and Results of Operations

Overview

Organization

        We offer a range of financial products and services to the dealers and customers of CNH North America. The principal products offered are retail financing for the purchase or lease of new and used CNH North America equipment and wholesale financing to CNH North America dealers. Wholesale financing consists primarily of floor plan financing as well as financing equipment used in dealer-owned rental yards, parts inventory and working capital needs. In addition, we purchase equipment from dealers that is leased to retail customers under operating lease agreements, and we finance customers using our commercial revolving accounts.

Trends and Economic Conditions

        Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. For the year ended December 31, 2012, CNH agricultural equipment sales increased 10% compared to the year ended December 31, 2011. CNH's construction equipment sales decreased 3% for the year ended December 31, 2012 compared to the year ended December 31, 2011.

        In general, our receivable mix between agricultural and construction equipment financing directionally reflects the mix of equipment sales by CNH North America. As such, changes in the agricultural industry or with respect to our agricultural equipment borrowers ("farmers") may affect the majority of our portfolio.

        Overall, the North American agricultural industry has shown stability during the recent economic crisis. During the past five years, farm income in North America has experienced some of its highest historical levels. The relatively fixed supply of North American agricultural farm land combined with the growing global demand for food products has been one of the drivers of strong commodity prices and growth in farm net income and equity. The financing we provide to our borrowers is secured by the financed equipment, which typically has a long useful life and is a key component in the farmers' sources of income. All of these factors contribute in part to the strong credit performance of our portfolio in recent periods.

        Net income attributable to CNH Capital LLC was $211.9 million for the year ended December 31, 2012, compared to $200.0 million for the year ended December 31, 2011. Results increased primarily due to a higher average portfolio, partially offset by narrower financial margins and a higher provision for credit losses. The total retail receivables balance 30 days or more past due as a percentage of the retail receivables was 0.7%, 1.0% and 2.1% at December 31, 2012, 2011 and 2010, respectively. Market

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conditions continued to stabilize in the construction and agricultural equipment sectors during the relevant periods.

        Macroeconomic issues for us include the uncertainty of governmental actions in respect to monetary, fiscal and legislative policies, the global economic recovery, capital market disruptions, trade agreements, the availability of credit for CNH North America's and our customers, and financial regulatory reform. Drought conditions and significant volatility in the price of many commodities could also impact CNH North America's and our results.

Results of Operations

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Revenues

        Revenues for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands):

	2012		2011		$ Change			% Change
Interest income on retail and other notes and finance leases	$	240,657	$	238,330	$	2,327			1.0	%
Interest and other income from affiliates		392,463		382,006		10,457			2.7
Servicing fee income		940		1,747		(807	)		(46.2	)
Rental income on operating leases		133,806		137,729		(3,923	)		(2.8	)
Other income		66,138		71,187		(5,049	)		(7.1	)
Total revenues	$	834,004	$	830,999	$	3,005			0.4	%

        Revenues totaled $834.0 million for the year ended December 31, 2012 compared to $831.0 million for the year ended December 31, 2011. A higher average portfolio primarily drove the year over year increase, partially offset by a decrease in our average yield. The average yield for retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables was 6.2% for the year ended December 31, 2012 compared to 6.9% for the year ended December 31, 2011.

        Interest income on retail and other notes and finance leases for the year ended December 31, 2012 was $240.7 million, representing an increase of $2.3 million from the year ended December 31, 2011. The increase was primarily due to a $42.0 million favorable impact from higher average earning assets, partially offset by a $39.7 million unfavorable impact from lower interest rates.

        Interest and other income from affiliates for the year ended December 31, 2012 was $392.5 million compared to $382.0 million for the year ended December 31, 2011. Compensation from CNH North America for retail low-rate financing programs and interest waiver programs offered to customers was $210.0 million and $216.5 million for the years ended December 31, 2012 and 2011, respectively, with the decrease primarily due to lower interest rates charged. Compensation from CNH North America for the difference between the market rental rates and the amounts paid by the customers of CNH North America for operating leases was $30.4 million and $26.5 million for the years ended December 31, 2012 and 2011, respectively, with the increase primarily due to higher originations of equipment on operating leases. For the year ended December 31, 2012, compensation from CNH North America for wholesale marketing programs was $149.0 million compared to $135.3 million for the prior year. The increase was primarily due to higher average earning wholesale assets.

        Rental income on operating leases for the year ended December 31, 2012 was $133.8 million, a decrease of $3.9 million from the year ended December 31, 2011. The decrease was primarily due to a $17.3 million unfavorable impact from lower rates on new and existing operating leases, partially offset by a $13.4 million favorable impact from higher average earning assets.

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Expenses

        Interest expense totaled $254.1 million for the year ended December 31, 2012 compared to $268.8 million for the year ended December 31, 2011. The decrease was primarily due to a $42.1 million favorable impact from lower average interest rates, partially offset by a $27.4 unfavorable impact from higher average debt. The average interest rate was 1.8% for the year ended December 31, 2012 compared to 2.1% for the year ended December 31, 2011.

        Administrative and operating expenses were $250.2 million for the year ended December 31, 2012 compared to $242.6 million for the year ended December 31, 2011. The increase was primarily due to an increase of $11.7 million in the provision for credit losses, partially offset by a reduction of $2.5 million in depreciation of equipment on operating leases.

        The provision for credit losses for the year ended December 31, 2012 totaled $44.6 million compared to $32.9 million for the year ended December 31, 2011. The increase was primarily due to higher portfolio growth, as well as higher expected loss rates on the portfolio primarily as a result of the impact of the U.S. drought.

        The provision for income taxes was $116.1 million in 2012, resulting in a 35.2% effective tax rate, compared to a provision for income taxes of $118.1 million and a 36.9% effective tax rate in 2011. The decrease in the effective tax rate was primarily due to the change in geographic mix of income earned within the U.S.

Receivables and Equipment on Operating Leases Originated and Held

        Receivables and equipment on operating lease originations for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands):

	2012		2011		$ Change		% Change
Retail receivables	$	4,416,370	$	3,777,794	$	638,576		16.9	%
Wholesale receivables		14,259,198		13,308,030		951,168		7.1
Other		963,659		951,084		12,575		1.3
Equipment on operating leases		459,477		386,361		73,116		18.9
Total originations	$	20,098,704	$	18,423,269	$	1,675,435		9.1	%

        Retail and wholesale receivable originations increased in 2012 compared to 2011, primarily due to increased unit sales of CNH North America equipment. The increase in equipment on operating lease originations for 2012 compared to 2011 was due to the mix of leasing programs offered.

        Total receivables and equipment on operating leases held as of December 31, 2012 and 2011 were as follows (dollars in thousands):

	2012		2011		$ Change			% Change
Retail receivables	$	7,363,384	$	6,258,289	$	1,105,095			17.7	%
Wholesale receivables		3,265,173		2,972,116		293,057			9.9
Other		226,039		262,817		(36,778	)		(14.0	)
Equipment on operating leases		754,371		647,617		106,754			16.5
Total receivables and equipment on operating leases	$	11,608,967	$	10,140,839	$	1,468,128			14.5	%

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        The total retail receivables balance 30 days or more past due as a percentage of the retail receivables was 0.7% and 1.0% at December 31, 2012 and 2011, respectively. Market conditions generally continued to improve and stabilize in the agricultural and construction equipment sectors during the relevant periods. The total wholesale receivables balance 30 days or more past due as a percentage of the wholesale receivables was not significant with respect to any of the foregoing periods. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income were $29.3 million and $55.5 million at December 31, 2012 and 2011, respectively. Total wholesale receivables on nonaccrual status were $61.2 million and $54.4 million at December 31, 2012 and 2011, respectively.

        Total receivable write-off amounts and recoveries, by product for the years ended December 31, 2012 and 2011 were as follows (in thousands):

	2012			2011
Write-offs:
Retail	$	28,238		$	27,770
Wholesale		1,857			12,613
Other		7,906			12,770
Total write-offs		38,001			53,153
Recoveries:
Retail		(5,206	)		(5,850	)
Wholesale		(312	)		(447	)
Other		(3,276	)		(3,431	)
Total recoveries		(8,794	)		(9,728	)
Write-offs, net of recoveries:
Retail		23,032			21,920
Wholesale		1,545			12,166
Other		4,630			9,339
Total write-offs, net of recoveries	$	29,207		$	43,425

        The increase in retail write-offs in 2012 was due to the write-off of one retail customer ($13.8 million) in a non-core business that we have exited and for which a full reserve had been made. Higher wholesale write-offs for 2011 were primarily due to losses incurred with one dealer.

        Our allowance for credit losses on all receivables financed totaled $122.3 million at December 31, 2012 and $106.7 million at December 31, 2011. The level of the allowance is based on quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk. We believe our allowance is sufficient to provide for incurred losses in our existing receivable portfolio.

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Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Revenues

        Revenues for the years ended December 31, 2011 and 2010 were as follows (dollars in thousands):

	2011		2010		$ Change			% Change
Interest income on retail and other notes and finance leases	$	238,330	$	267,551	$	(29,221	)		(10.9	)%
Interest and other income from affiliates		382,006		376,383		5,623			1.5
Gain on retail notes, wholesale receivables and commercial revolving accounts sold		—		38		(38	)		N/M
Servicing fee income		1,747		3,340		(1,593	)		(47.7	)
Rental income on operating leases		137,729		140,989		(3,260	)		(2.3	)
Other income		71,187		75,250		(4,063	)		(5.4	)
Total revenues	$	830,999	$	863,551	$	(32,552	)		(3.8	)%

        Revenues totaled $831.0 million for the year ended December 31, 2011 compared to $863.6 million for the year ended December 31, 2010. The decrease was primarily due to the decrease in interest income on retail and wholesale receivables.

        Interest income on retail and other receivables and finance leases for the year ended December 31, 2011 was $238.3 million, a decrease of $29.2 million from the year ended December 31, 2010. The decrease was primarily due to a $54.5 million unfavorable impact from lower interest rates on new and existing retail and wholesale receivables, partially offset by a $25.3 million favorable impact from higher average earning assets. The average yield was 6.8% for the year ended December 31, 2011 compared to 7.1% for the year ended December 31, 2010.

        Interest and other income from affiliates for the year ended December 31, 2011 was $382.0 million compared to $376.4 million for the year ended December 31, 2010. Compensation from CNH North America for retail low-rate financing programs and interest waiver programs offered to customers was $216.5 million and $227.2 million, respectively, with the decrease primarily due to a decrease in marketing programs. Compensation from CNH North America for the difference between the market rental rates and the amounts paid by the customers of CNH North America for operating leases was $26.5 million and $22.3 million, with the increase primarily due to higher originations of equipment on operating leases. Compensation from CNH North America for wholesale marketing programs was $135.3 million compared to $115.4 million for the prior year. The increase was primarily due to higher average earning wholesale assets.

        Rental income on operating leases for the year ended December 31, 2011 was $137.7 million, a decrease of $3.3 million from the year ended December 31, 2010. The decrease was primarily due to a $1.6 million favorable impact in higher average earning assets, offset by a $4.9 million unfavorable impact from lower interest rates.

Expenses

        Interest expense totaled $268.8 million for the year ended December 31, 2011 compared to $313.0 million for the year ended December 31, 2010. The decrease was primarily due to lower average interest rates, partially offset by an increase in average debt.

        Administrative and operating expenses were $242.6 million for the year ended December 31, 2011 compared to $303.0 million for the year ended December 31, 2010. The decrease was primarily due to a reduction of $43.5 million in the provision for credit losses and a reduction of $7.5 million in depreciation of equipment on operating leases.

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        The provision for credit losses for the year ended December 31, 2011 totaled $32.9 million compared to $76.4 million for the year ended December 31, 2010. The decrease was primarily due to lower loss rates on construction equipment retail receivables and improvements in the delinquency rates of the retail portfolio.

        The provision for income taxes was $118.1 million in 2011 (for a 36.9% effective rate) compared to $85.1 million in 2010 (for a 34.4% effective rate). The increase in the effective tax rate was primarily due to the geographic mix of income earned within the U.S.

Receivables and Equipment on Operating Leases Originated and Held

        Receivables and equipment on operating lease originations and balances held for the years ended December 31, 2011 and 2010 were as follows (dollars in thousands):

	2011		2010		$ Change		% Change
Retail receivables	$	3,777,794	$	3,292,071	$	485,723		14.8	%
Wholesale receivables		13,308,030		11,507,312		1,800,718		15.6
Other		951,084		934,259		16,825		1.8
Equipment on operating leases		386,361		356,902		29,459		8.3
Total originations	$	18,423,269	$	16,090,544	$	2,332,725		14.5	%

        Retail receivables originations increased in 2011 compared to 2010, primarily due to increases in retail sales of CNH North America equipment. Wholesale receivables originations increased primarily due to an increase in net sales of CNH North America equipment.

        Total receivables and equipment on operating leases held as of December 31, 2011 and 2010 were as follows (dollars in thousands):

	2011		2010		$ Change			% Change
Retail receivables	$	6,258,289	$	5,708,497	$	549,792			9.6	%
Wholesale receivables		2,972,116		2,757,048		215,068			7.8
Other		262,817		280,398		(17,581	)		(6.3	)
Equipment on operating leases		647,617		613,893		33,724			5.5
Total receivables and equipment on operating leases	$	10,140,839	$	9,359,836	$	781,003			8.3	%

        The total retail receivables balance 30 days or more past due as a percentage of the retail receivables portfolio was 1.0% and 2.1% at December 31, 2011 and 2010, respectively. The total wholesale receivables balance 30 days or more past due as a percentage of the wholesale receivables portfolio was not significant with respect to either of the foregoing periods. Total retail receivables on non-accrual status, which represent receivables for which we have ceased accruing finance income, were $55.5 million and $51.4 million at December 31, 2011 and 2010, respectively. Total wholesale receivables on non-accrual status were $54.4 million and $62.3 million at December 31, 2011 and 2010, respectively.

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        Total receivable write-off amounts and recoveries, by product, for the 2011 and 2010 fiscal years were as follows (in thousands):

	2011			2010
Write-offs:
Retail	$	27,770		$	64,276
Wholesale		12,613			11,635
Other		12,770			18,290
Total write-offs		53,153			94,201
Recoveries:
Retail		(5,850	)		(3,994	)
Wholesale		(447	)		(387	)
Other		(3,431	)		(3,685	)
Total recoveries		(9,728	)		(8,066	)
Write-offs, net of recoveries:
Retail		21,920			60,282
Wholesale		12,166			11,248
Other		9,339			14,605
Total write-offs, net of recoveries	$	43,425		$	86,135

        The decrease in retail write-offs in 2011 was consistent with improved conditions in the construction market and favorable delinquency trends in both the agricultural and construction equipment receivable portfolios compared to 2010.

        Our allowance for credit losses on all receivables financed totaled $106.7 million at December 31, 2011 and $118.7 million at December 31, 2010. The level of the allowance is based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk quality. We believe our allowance is sufficient to provide for incurred losses in our existing receivable portfolio.

Liquidity and Capital Resources

        The following discussion of liquidity and capital resources principally focuses on our statements of cash flows, balance sheets and capitalization. CNH Capital's current funding strategy is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments and funding options.

        In the past, securitization has been one of our most economical sources of funding and, therefore, the majority of our originated receivables are securitized with the cash generated from such receivables utilized to repay the related debt. We expect securitization to continue to represent a substantial portion of our capital structure.

        In April 2012, we entered into a $250 million, unsecured credit agreement with a consortium of banks. The facility has a term of three years. In addition, in October 2012, we completed a private offering of $750 million in aggregate principal amount of 3.875% notes due 2015. The notes, which are senior unsecured obligations of CNH Capital LLC, are guaranteed by CNH Capital America and New Holland Credit.

        In addition, we have committed secured and unsecured facilities, affiliate borrowings and cash to fund our liquidity and capital needs. We expect changes to our funding profile as costs and terms of accessing the unsecured term market improve.

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Cash Flows

	For the Years Ended December 31,
	2012			2011			2010
Cash flows provided by (used in):
Operating activities	$	526,581		$	465,102		$	357,027
Investing activities		(1,501,609	)		(966,553	)		(556,891	)
Financing activities		1,166,848			674,752			222,641
Net cash increase	$	191,820		$	173,301		$	22,777

        Operating activities in the year ended December 31, 2012 generated cash of $527 million, resulting primarily from net income of $214 million, a decrease in affiliated accounts and notes receivables of $99 million and a decrease in other assets and equipment held for sale of $60 million, partially offset by a decrease in accounts payable and other accrued liabilities of $13 million. The increase in cash provided by operating activities in 2012 compared to 2011 was primarily due to a $87 million improvement in working capital. Operating activities in 2011 generated $465 million of cash, resulting primarily from net income of $202 million, adjusted by depreciation and amortization of $112 million and deferred income tax expense of $59 million. The increase of cash generated from operating activities in 2011 compared to 2010 was primarily due to the increase in net income of $39 million and a $114 million improvement in working capital.

        Net cash flows used in investing activities in the year ended December 31, 2012 totaled $1,502 million, resulting primarily from a net growth in receivables of $1,333 million, $460 million in expenditures for equipment on operating leases and $3 million in purchases of software, partially offset by a decrease in restricted cash of $44 million and proceeds from the sale of equipment on operating leases of $250 million. The increase in cash used by investing activities in 2012 compared to 2011 was primarily due to an increase in net growth in receivables. Cash flows used by investing activities in 2011 totaled $967 million, resulting from a net growth in receivables of $819 million and $386 million in expenditures for equipment on operating leases, partially offset by proceeds from the sale of equipment on operating leases of $238 million. Cash flows used by investing activities in 2010 totaled $557 million, resulting from a net growth in receivables of $278 million, $357 million in expenditures for equipment on operating leases, and a $146 million increase in restricted cash, partially offset by proceeds from the sale of equipment on operating lease of $226 million. The increase in cash flows used by investing activities for 2011 compared to 2010 was primarily due to an increase in the net growth in receivables.

        Net cash flows of $1,167 million from financing activities in the year ended December 31, 2012 primarily reflected the net cash received of $6,056 million from affiliated debt, long-term debt and short-term borrowings and net cash paid of $4,889 million for affiliated and long-term debt. The increase in cash provided by financing activities in 2012 compared to 2011 was primarily due to reduced net payments of affiliated debt and the absence of a dividend paid in 2012. Cash provided by financing activities in 2011 of $675 million primarily reflected the $5,579 million issuance of long term debt, revolving credit facilities and affiliated debt, partially offset by payments of $4,819 million to reduce long term and affiliated debt and a payment of $85 million of cash dividends to CNH America. Cash provided by financing activities in 2010 of $223 million primarily reflected the net $1,074 million issuance of long term debt and revolving credit facilities, partially offset by payments of $556 million to reduce affiliated debt and a payment of $295 million of cash dividends to CNH America. The increase in cash provided by financing activities in 2011 compared to 2010 was primarily due to a reduction in dividends paid of $210 million and net cash from funding transactions.

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Securitization

        CNH Capital and its predecessor entities have been securitizing receivables since 1992. Because this market generally remains a cost effective financing source and allows access to a wide investor base, we expect to continue utilizing securitization as one of our core sources of funding in the near future. CNH Capital has completed public and private issuances of asset-backed securities in both the U.S. and Canada and, as of December 31, 2012, the amounts outstanding were approximately $6.0 billion.

        We will strive to continue to tailor our transactions to applicable market conditions while optimizing economic terms and reducing execution risks.

Committed Asset-Backed Facilities

        CNH Capital has committed asset-backed facilities with several banks, primarily through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.9 billion at December 31, 2012, with original borrowing maturities of up to two years. The excess availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At December 31, 2012, approximately $1.1 billion of funding was available for use under these facilities.

Other Transactions

        CNH Capital has also met some of its funding needs through other transactions such as bank loans secured by various receivables, third-party direct sale transactions and private short-term lending agreements.

Affiliate Sources

        CNH Capital borrows, as needed, from CNH. This source of funding is primarily used to finance various on-book assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We have obtained financing from Fiat Industrial treasury subsidiaries and, from time to time, have entered into term loan agreements. At December 31, 2012, affiliated debt was $0.9 billion, up from $0.8 billion at December 31, 2011.

Equity Position

        Our equity position also supports our capabilities to access various funding sources. Our stockholder's equity at December 31, 2012 was $1.5 billion, compared to $1.2 billion at December 31, 2011.

Liquidity

        The vast majority of CNH Capital's debt is self-liquidating from the cash generated by the underlying amortizing receivables. Normally, additional liquidity should not be necessary for the repayment of such debt. New originations of retail receivables are usually warehoused in committed asset-backed facilities until being refinanced in the term ABS market or with other third-party debt. New wholesale receivables are typically financed through a master trust and funded by variable funding notes or in the term ABS

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market. Cash and commitments under the facilities shown in the table below totaled $5.8 billion, of which $2.2 billion was available for use at December 31, 2012.

	(in thousands)
Cash, cash equivalents and restricted cash	$	1,513,099
Committed asset-backed facilities		3,940,460
Committed unsecured facilities		350,000
Total cash and facilities		5,803,559
Less: restricted cash		(727,186	)
Less: facilities utilization		(2,885,962	)
Total available for use	$	2,190,411

        The liquidity available for use varies due to changes in origination volumes, reflecting the financing needs of our customers, and is influenced by the timing of any refinancing of underlying receivables.

        In connection with a limited number of funding transactions, CNH Capital America LLC provides financial guarantees to various parties on behalf of certain foreign financial services subsidiaries, in an amount not to exceed $266.8 million as of December 31, 2012.

Debt

        Our consolidated debt as of December 31, 2012 and 2011 is set forth in the table below (in thousands):

	2012		2011
Short-term debt (including current maturities of long-term debt)	$	4,230,237	$	4,796,035
Long-term debt		6,321,551		4,587,773
Total third-party debt		10,551,788		9,383,808
Affiliated debt		864,032		819,270
Total debt	$	11,415,820	$	10,203,078

        The majority of our debt is secured third-party financing, including borrowings under committed asset-backed facilities and issuance of term securitization transactions.

Cash, Cash Equivalents and Restricted Cash

        The following table shows cash and cash equivalents and restricted cash as of December 31, 2012 and 2011 (in thousands):

	2012		2011
Cash and cash equivalents	$	785,913	$	594,093
Restricted cash		727,186		767,359
Total cash	$	1,513,099	$	1,361,452

        Cash and cash equivalents and restricted cash are comprised of highly liquid investments with short-term original maturities. See "Liquidity and Capital Resources—Cash Flows" for a further discussion of the changes in our cash position.

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        Restricted cash is principally held by depository banks in order to comply with securitization contractual agreements, such as providing cash reserve accounts for the benefit of securitization investors.

Off-Balance Sheet Arrangements

        We disclose our off-balance sheet arrangements in the notes to our consolidated financial statements. For more information, please see "Note 3: Receivables" to our consolidated financial statements for the year ended December 31, 2012.

Contractual Obligations

        The following table sets forth the aggregate amounts of our contractual obligations and commitments as of December 31, 2012 with definitive payment terms that will require significant cash outlays in the future.

	Payments Due by Period
	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Short-term and long-term debt(1)	$	10,551,788	$	4,230,237	$	4,450,485	$	1,830,506	$	40,560
Affiliated debt		864,032		864,032		—		—		—
Interest on fixed rate debt(2)		495,436		141,745		256,719		96,972		—
Interest on floating rate debt(2)		342,663		72,801		142,977		126,005		880
Operating leases(3)		12,500		2,500		7,500		2,500		—
Total contractual obligations	$	12,266,419	$	5,311,315	$	4,857,681	$	2,055,983	$	41,440

(1)

Short-term debt shown as less than one year includes current maturities of long-term debt of $2,131,521.

(2)

The interest funding requirements are based on the year end 2012 interest rates.

(3)

Minimum rental commitments.

Cautionary Note Regarding Forward-Looking Statements

        All statements other than statements of historical fact contained in this annual report, including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, capital expenditures, capital structure or other financial items; costs; and plans and objectives of management regarding operations, products and services, are forward looking statements. These statements may include terminology such as "may," "will," "expect," "could," "should," "intend," "estimate," "anticipate," "believe," "outlook," "continue," "remain," "on track," "design," "target," "objective," "goal," or similar terminology.

        Our outlook is predominantly based on our interpretation of what we consider to be key economic assumptions and involves risks and uncertainties that could cause actual results to differ (possibly materially) from such forward looking statements. Macroeconomic factors including monetary policy, interest rates, currency exchange rates, inflation, deflation, credit availability and government intervention in an attempt to influence such factors may have a material impact on our customers and the demand for our services. The demand for CNH North America's products and, in turn, our products and services is influenced by a number of factors, including, among other things: general economic conditions; demand for food; commodity prices, raw material and component prices and stock levels; net farm income levels; availability of credit; developments in biofuels; infrastructure spending rates; housing starts; commercial construction; seasonality of demand; changes and uncertainties in the monetary and fiscal policies of various governmental and regulatory entities; the ability to maintain key dealer relationships; currency

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exchange rates and interest rates; pricing policies by CNH North America or its competitors; political, economic and legislative changes; and the other risks described in "Risk Factors." Some of the other significant factors that may affect our results include our access to credit, restrictive covenants in our debt agreements, actions by rating agencies concerning the ratings on our debt and asset backed securities and the credit ratings of CNH Global and Fiat Industrial, risks related to our relationship with Fiat Industrial, weather, climate change and natural disasters, actions taken by our competitors, the effect of changes in laws and regulations, the results of legal proceedings and employee relations.

        Furthermore, in light of recent difficult economic conditions, both globally and in the industries in which we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. We can give no assurance that the expectations reflected in our forward looking statements will prove to be correct. Our actual results could differ materially from those anticipated in these forward looking statements. All written and oral forward looking statements attributable to us are expressly qualified in their entirety by the factors we disclose that could cause our actual results to differ materially from our expectations. We undertake no obligation to update or revise publicly any forward looking statements.

Critical Accounting Policies and Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions and conditions. Our critical accounting policies and estimates, which require management assumptions and complex judgments, are summarized below.

Allowance for Credit Losses

        The allowance for credit losses is our estimate of probable losses for receivables owned by us and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which we have determined it is probable that we will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.

        The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

        The total allowance for credit losses at December 31, 2012 and 2011 was $122.3 million and $106.7 million, respectively. Management's ongoing evaluation of the adequacy of the allowance for credit losses takes into consideration historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of underlying collateral and current economic conditions.

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        While management believes it has exercised prudent judgment and applied reasonable assumptions, there can be no assurance that, in the future, changes in economic conditions or other factors will not cause changes in the financial condition of our customers. If the financial condition of some of our customers deteriorates, the timing and level of payments received could be impacted and, therefore, could result in an increase in losses on the current portfolio.

Equipment on Operating Lease Residual Values

        We purchase equipment from our dealers and other independent third parties and lease such equipment to retail customers under operating leases. Income from these operating leases is recognized over the term of the lease. Our decision on whether or not to offer lease financing to customers is based, in part, upon estimated residual values of the leased equipment, which are estimated at the lease inception date and periodically updated. Realization of the residual values, a component in the profitability of a lease transaction, is dependent on our ability to market the equipment at lease termination under the then prevailing market conditions. Model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Although realization is not assured, management believes that the estimated residual values are realizable.

        Total operating lease residual values at December 31, 2012 and 2011 were $607.0 million and $498.2 million, respectively.

        Estimates used in determining end-of-lease market values for equipment on operating leases significantly impact the amount and timing of depreciation expense. If future market values for this equipment were to decrease 10% from our present estimates, the total impact would be to increase our depreciation expense on equipment on operating leases by approximately $60.7 million. This amount would be charged to depreciation expense during the remaining lease terms such that the net investment in operating leases at the end of the lease terms would be equal to the revised residual values. Initial lease terms generally range from three to four years.

New Accounting Pronouncements Adopted in Prior Years

        In June 2009, the Financial Accounting Standards Board ("FASB") issued new accounting guidance which changed the accounting for transfers of financial assets. The guidance eliminated the concept of a qualifying special purpose entity ("QSPE"), changed the requirements for derecognizing financial assets, and required additional disclosures by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity's continuing involvement in and exposure to the risks related to transferred financial assets.

        In June 2009, the FASB also issued new accounting guidance which amended the accounting for variable interest entities ("VIEs"). The guidance changed the criteria for determining whether the consolidation of a VIE is required from a quantitative risk and rewards model to a qualitative model, based on control and economics. The guidance also eliminated the scope exception for QSPEs, increased the frequency for reassessing consolidation of VIEs and created new disclosure requirements about an entity's involvement in a VIE.

        We adopted the new guidance on January 1, 2010. As a significant portion of our securitization trusts and facilities were no longer exempt from consolidation as QSPEs under the guidance, we reassessed these VIEs under the new qualitative model and determined we were the primary beneficiary, as we have both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We consolidated the receivables and related liabilities held by these VIEs based on their carrying amounts, with a decrease to equity as shown in the consolidated statements of changes in stockholder's equity.

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        In June 2011, the FASB issued new accounting guidance on the presentation of comprehensive income in financial statements. The new guidance removed current presentation options and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. The new reporting required by this accounting guidance has been included in these financial statements.

New Accounting Pronouncements Adopted in 2012

        On January 1 2012, we adopted FASB Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification ("ASC") 820, Fair Value Measurement. This ASU requires the categorization by level for items that are required to be disclosed at fair value and information about transfers between Level 1 and Level 2 and additional disclosure for Level 3 measurements. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The adoption did not have a material effect on our consolidated financial statements.

        In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, which amends ASC 350, Intangibles—Goodwill and Other. This ASU gives an entity the option to first assess qualitative factors to determine if goodwill is impaired. The entity may first determine based on qualitative factors if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If that assessment indicates no impairment, the first and second steps of the quantitative goodwill impairment test are not required. Although we adopted this ASU and the adoption did not have a material effect on our consolidated financial statements, we also performed an annual impairment review.

New Accounting Pronouncements to be Adopted

        In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which amends ASC 210, Balance Sheet. This ASU requires entities to disclose gross and net information about both instruments and transactions eligible for offset in the statement of financial position and those subject to an agreement similar to a master netting arrangement. This includes derivatives and other financial securities arrangements. The effective date is January 2013 and must be applied retrospectively. The adoption is not expected to have a material effect on our consolidated financial statements.

        In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires preparers to report information about reclassifications out of accumulated other comprehensive income. For significant items reclassified out of accumulated other comprehensive income to net income in their entirety in the same reporting period, reporting (either on the face of the statement where net income is presented or in the notes) is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP (e.g., pension amounts that are included in inventory) is required in the notes. The above information must be presented in one place (parenthetically on the face of the financial statements by income statement line item or in a note). Adoption of this standard is required in our 2013 consolidated financial statements and footnote disclosures and will not have a material impact.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        We are exposed to a variety of market risks, primarily changes in interest rates. We monitor our exposure to these risks, and manage the underlying economic exposures on transactions using financial

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instruments such as forward contracts, interest rate swaps, interest rate caps and forward starting swaps. We do not hold or issue derivatives or other financial instruments for speculation purposes or to hedge translation risks. See "Note 9: Financial Instruments" in the notes to our consolidated financial statements for the year ended December 31, 2012 for a description of our risk management and the methods and assumptions used to determine the fair values of financial instruments.

Interest Rate Risk

        We are exposed to market risk from changes in interest rates. We monitor our exposure to this risk and manage the underlying exposure both through the matching of financial assets and liabilities and through the use of financial instruments, including swaps, caps, forward starting swaps, and forward rate agreements for the net exposure. The instruments aim to stabilize funding costs by managing the exposure created by the differing maturities and interest rate structures of our financial assets and liabilities. We do not hold or issue derivative or other financial instruments for speculative purposes.

        We monitor interest rate risk to achieve a predetermined level of matching between the interest rate structure of our financial assets and liabilities. Fixed-rate financial instruments, including receivables, debt, ABS securities and other investments, are segregated from floating-rate instruments in evaluating the potential impact of changes in applicable interest rates. A sensitivity analysis was performed to compute the impact on fair value which would be caused by a hypothetical 10% change in the interest rates used to discount each category of financial assets and liabilities. The net impact on the fair value of the financial instruments and derivative instruments held as of December 31, 2012 and 2011, resulting from a hypothetical 10% change in interest rates, would be approximately $0.9 million and $2.5 million, respectively. For the sensitivity analysis the financial instruments are grouped according to the currency in which financial assets and liabilities are denominated and the applicable interest rate index. As a result, our interest rate risk sensitivity model may overstate the impact of interest rate fluctuations for such financial instruments, as consistently unfavorable movements of all interest rates are unlikely.

Item 8.    Financial Statements and Supplementary Data

        Our consolidated financial statements are included in this annual report beginning on page F-1.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        Not applicable.

Item 9A.    Controls and Procedures

Disclosure Controls and Procedures

        Under the supervision, and with the participation, of our management, including our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2012. Based on that evaluation, our President and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

        There has been no change in our internal control over financial reporting during the three months ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

        This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Item 9B.    Other Information

        On February 21, 2013, we, through a bankruptcy-remote trust, issued $1.25 billion of amortizing asset-backed notes secured by U.S. retail loan contracts.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

        Omitted pursuant to General Instruction I of Form 10-K.

Item 11.    Executive Compensation

        Omitted pursuant to General Instruction I of Form 10-K.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

        Omitted pursuant to General Instruction I of Form 10-K.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        Omitted pursuant to General Instruction I of Form 10-K.

Item 14.    Principal Accounting Fees and Services

        For the years ended December 31, 2012 and 2011, Ernst & Young LLP, the member firms of Ernst & Young and their respective affiliates (collectively, the "Ernst & Young Entities") were appointed to serve as our independent registered public accounting firm.

        We incurred the following fees for professional services performed by the Ernst & Young Entities for the years ended December 31, 2012 and 2011, respectively:

	2012		2011
Audit fees	$	488,000	$	519,000
Audit-related fees		840,000		871,000
Total	$	1,328,000	$	1,390,000

        "Audit Fees" are the aggregate fees billed for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. "Audit-related fees" are fees charged for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises fees for the audit of agreed-upon procedure engagements and other attestation services subject to regulatory requirements. There were no fees billed for professional services in connection with tax advice, tax planning or other fees not included above for the years ended December 31, 2012 and 2011.

Audit Committee's Pre-Approval Policies and Procedures

        As a wholly-owned subsidiary of CNH Global, audit and non-audit services provided by our independent registered public accounting firm are subject to CNH Global's Audit Committee pre-approval policies and procedures as described in the annual report on Form 20-F of CNH Global for the year ended December 31, 2012. During the year ended December 31, 2012, all audit and non-audit services provided by our independent registered public accounting firm were pre-approved in accordance with such policies and procedures.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

        The following documents are filed as part of this report:

1.

Financial Statements



2.

Financial Statement Schedules

See table of contents to financial statement and schedules immediately preceding the financial statements and schedules to the consolidated financial statements.

3.

Exhibits

Exhibit			Description
	3.1		Certificate of Formation of CNH Capital LLC dated December 31, 2004. (Previously filed as Exhibit 3.1 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	3.2		Amended and Restated Limited Liability Company Agreement of CNH Capital LLC, amended on July 7, 2011. (Previously filed as Exhibit 3.2 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	10.1		Support Agreement, dated as of November 4, 2011, by and between CNH Capital LLC and CNH Global N.V. (Previously filed as Exhibit 10.1 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	10.2		Third Amended and Restated Wholesale and Parts CNH Capital Financing Agreement, dated November 3, 2011, by and between CNH America LLC and CNH Capital America LLC. (Previously filed as Exhibit 10.2 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	10.3		Amended and Restated Wholesale and Parts CNH Capital Financing Agreement, dated November 3, 2011, by and between CNH Canada Ltd. and CNH Capital Canada Ltd. (Previously filed as Exhibit 10.3 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	10.4		Employment Agreement, dated April 6, 2009, by and between Steve C. Bierman and CNH America LLC. (Previously filed as Exhibit 10.4 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference).
	12.1		Statement regarding computation of ratio of earnings to fixed charges.
	31.1		Certifications of President Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2		Certifications of Chief Financial Officer Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	†	Certification required by Exchange Act Rule 15(d)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

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Exhibit			Description
	101	*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Balance Sheets as of December 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2012, 2011 and 2010 and (vi) Notes to Consolidated Financial Statements.

†

These certifications are deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section; nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act.

*

In accordance with Regulation S-T, the information in this Exhibit 101 shall not be deemed "filed" for the purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CNH CAPITAL LLC
Date: March 4, 2013	By:	/s/ STEVEN C. BIERMAN
		Name:	Steven C. Bierman
		Title:	Chairman and President

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN C. BIERMAN Steven C. Bierman	Chairman, President and Director (Principal Executive Officer)	March 4, 2013
/s/ DOUGLAS MACLEOD Douglas Macleod	Chief Financial Officer and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer)	March 4, 2013
/s/ RICHARD TOBIN Richard Tobin	Director	March 4, 2013

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INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

CNH CAPITAL LLC AND SUBSIDIARIES

	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010	F-4
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010	F-5
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010	F-8
Consolidated Statements of Changes in Stockholder's Equity for the Years Ended December 31, 2012, 2011 and 2010	F-9
Notes to Consolidated Financial Statements	F-10
Schedules Omitted
The following schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the Notes to the Consolidated Financial Statements:
I, II, III, IV and V

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholder of CNH Capital LLC:

        We have audited the accompanying consolidated balance sheets of CNH Capital LLC and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, cash flows and changes in stockholder's equity for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CNH Capital LLC and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

        As discussed in Note 2 to the consolidated financial statements, on January 1, 2010, the Company changed its method of accounting and reporting for transfers of financial assets and consolidation of variable interest entities and applied the reporting requirements on a prospective basis.

        As discussed in Note 16 to the consolidated financial statements, in 2011 the Company began to follow U.S. generally accepted accounting principles applicable to public companies as defined by the applicable accounting standards and related Securities and Exchange Commission regulations. As a result, the Company retrospectively adjusted previous periods' consolidated financial statements to account for income taxes on the separate return basis as if the Company had not been eligible to be included in a consolidated tax return with its parent.

/s/ ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 4, 2013

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of CNH Capital LLC:

        We have audited the accompanying consolidated statements of income, comprehensive income, cash flows, and changes in stockholder's equity of CNH Capital LLC and subsidiaries (the "Company") for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the results of operation of CNH Capital LLC and subsidiaries and their cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the consolidated financial statements, on January 1, 2010, the Company changed its method of accounting and reporting for transfers of financial assets and consolidation of variable interest entities and applied the reporting requirements on a prospective basis.

        As discussed in Notes 2 and 16 to the consolidated financial statements, the Company has changed its method of presenting comprehensive income in 2011 due to the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income. The change in presentation has been applied retrospectively to all periods presented.

        As discussed in Note 16 to the consolidated financial statements, the Company has begun to follow accounting principles generally accepted in the United States of America applicable to public companies as defined by the applicable accounting standards and related Securities and Exchange Commission regulations. As a result, the accompanying 2010 consolidated financial statements have been retrospectively adjusted to account for income taxes on the separate return basis as if the Company had not been eligible to be included in a consolidated tax return with its parent, and to present condensed consolidating financial information.

/s/ DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
May 12, 2011 (March 29, 2012 as to the effects of the changes described in Note 16)

F-3

CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(In thousands)

	2012			2011			2010
REVENUES
Interest income on retail and other notes and finance leases	$	240,657		$	238,330		$	267,551
Interest and other income from affiliates		392,463			382,006			376,383
Gain on retail notes, wholesale receivables and commercial revolving accounts sold		—			—			38
Servicing fee income		940			1,747			3,340
Rental income on operating leases		133,806			137,729			140,989
Other income		66,138			71,187			75,250
Total revenues		834,004			830,999			863,551
EXPENSES
Interest expense:
Interest expense to third parties		219,561			224,189			232,448
Interest expense to affiliates		34,512			44,645			80,584
Total interest expense		254,073			268,834			313,032
Administrative and operating expenses:
Fees charged by affiliates		61,895			62,945			61,464
Provision for credit losses		44,578			32,853			76,394
Other than temporary impairment of retained interests		—			815			4,108
Depreciation of equipment on operating leases		107,836			110,314			117,848
Other expenses		35,929			35,651			43,158
Total administrative and operating expenses		250,238			242,578			302,972
Total expenses		504,311			511,412			616,004
INCOME BEFORE TAXES		329,693			319,587			247,547
Income tax provision		116,112			118,053			85,067
NET INCOME		213,581			201,534			162,480
Net income attributed to noncontrolling interest		(1,645	)		(1,488	)		(1,861	)
NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	211,936		$	200,046		$	160,619

The accompanying Notes to Consolidated Financial Statement are an integral part of these
financial statements.

F-4

CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(In thousands)

	2012			2011			2010
NET INCOME	$	213,581		$	201,534		$	162,480
Other comprehensive income (loss):
Foreign currency translation adjustment		15,084			(12,012	)		20,260
Defined benefit plans:
Pension liability adjustment (net of tax benefit (expense) of $19, $178 and ($301), respectively)		(154	)		(388	)		486
Unrealized gains (losses) on retained interests:
Unrealized gains (losses) on retained interests (net of tax benefit (expense) of $823, $1,739 and ($2,112), respectively)		(1,358	)		(2,602	)		3,407
Derivative financial instruments:
Losses reclassified to earnings (net of tax expense of $2,430, $8,110 and $13,805, respectively)		4,545			9,326			20,711
Losses deferred (net of tax benefit of $92, $8,535 and $10,459, respectively)		(185	)		(11,250	)		(15,848	)
Total other comprehensive income (loss)		17,932			(16,926	)		29,016
COMPREHENSIVE INCOME		231,513			184,608			191,496
Less: comprehensive income attributable to noncontrolling interest		(1,645	)		(1,488	)		(1,861	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	229,868		$	183,120		$	189,635

The accompanying Notes to Consolidated Financial Statement are an integral part of these financial statements.

F-5

CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2012 AND 2011

(In thousands)

	2012		2011
ASSETS
Cash and cash equivalents	$	785,913	$	594,093
Restricted cash		727,186		767,359
Receivables, less allowance for credit losses of $122,320 and $106,673, respectively		10,732,276		9,386,549
Retained interests in securitized receivables		9,271		17,289
Affiliated accounts and notes receivable		95,379		193,917
Equipment on operating leases, net		754,371		647,617
Equipment held for sale		46,650		32,131
Goodwill		117,696		116,830
Other intangible assets, net		4,529		3,259
Other assets		73,258		142,107
TOTAL	$	13,346,529	$	11,901,151
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt (including current maturities of long-term debt)	$	4,230,237	$	4,796,035
Accounts payable and other accrued liabilities		447,298		450,828
Affiliated debt		864,032		819,270
Long-term debt		6,321,551		4,587,773
Total liabilities		11,863,118		10,653,906
Commitments and contingent liabilities (Note 13)
Stockholder's equity:
Member's capital		—		—
Paid-in capital		840,940		836,721
Accumulated other comprehensive income		46,648		28,716
Retained earnings		538,855		326,919
Total CNH Capital LLC stockholder's equity		1,426,443		1,192,356
Noncontrolling interest		56,968		54,889
Total stockholder's equity		1,483,411		1,247,245
TOTAL	$	13,346,529	$	11,901,151

The accompanying Notes to Consolidated Financial Statement are an integral part of these
financial statements.

F-6

CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2012 AND 2011

(In thousands)

        The following table presents certain assets and liabilities of consolidated variable interest entities ("VIEs"), which are included in the consolidated balance sheets above. The assets in the table include only those assets that can be used to settle obligations of consolidated VIEs. The liabilities in the table include third-party liabilities of the consolidated VIEs, for which creditors do not have recourse to the general credit of CNH Capital LLC.

	2012		2011
Restricted cash	$	727,086	$	738,478
Receivables, less allowance for credit losses of $73,891 and $39,309, respectively		8,287,642		7,823,615
Equipment on operating leases, net		125,003		94,018
TOTAL	$	9,139,731	$	8,656,111
Short-term debt (including current maturities of long-term debt)	$	4,081,062	$	4,583,407
Long-term debt		4,729,901		3,634,629
TOTAL	$	8,810,963	$	8,218,036

The accompanying Notes to Consolidated Financial Statement are an integral part of these
financial statements.

F-7

CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(In thousands)

	2012			2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	213,581		$	201,534		$	162,480
Adjustments to reconcile net income to net cash from operating activities:
Depreciation on property and equipment and equipment on operating leases		107,892			110,440			118,014
Amortization on intangibles		1,010			1,106			1,273
Provision for credit losses		44,578			32,853			76,394
Other than temporary impairment of retained interests		—			815			4,108
Gain on retail notes, wholesale receivables and commercial revolving accounts sold		—			—			(38	)
Deferred income tax expense		13,257			58,755			48,765
Changes in components of working capital:
Decrease in servicing fee receivables		—			—			2,789
Decrease (increase) in affiliated accounts and notes receivables		99,423			(63,326	)		(39,603	)
Decrease (increase) in other assets and equipment held for sale		59,570			(20,360	)		8,608
(Decrease) increase in accounts payable and other accrued liabilities		(12,730	)		143,285			(53,012	)
Increase in other, net		—			—			27,249
Net cash from operating activities		526,581			465,102			357,027
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of receivables acquired		(19,639,227	)		(18,036,908	)		(15,733,642	)
Proceeds from sales of receivables		—			—			23,825
Collections of receivables		18,305,941			17,217,638			15,431,514
Decrease (increase) in restricted cash		43,589			1,986			(146,348	)
Purchase of equipment on operating leases		(459,477	)		(386,361	)		(356,902	)
Proceeds from disposal of equipment on operating leases		249,879			238,025			225,861
Purchase of software		(2,277	)		(993	)		(1,199	)
Additions of property and equipment		(37	)		(33	)		—
Proceeds from disposal of property and equipment		—			93			—
Net cash used in investing activities		(1,501,609	)		(966,553	)		(556,891	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of affiliated debt		1,807,984			533,346			—
Payment of affiliated debt		(1,764,745	)		(1,275,856	)		(555,950	)
Proceeds from issuance of long-term debt		3,963,218			4,101,882			2,295,152
Payment of long-term debt		(3,124,109	)		(3,543,494	)		(1,130,767	)
Increase (decrease) in revolving credit facilities, net		284,500			943,874			(90,794	)
Dividends paid to CNH America LLC		—			(85,000	)		(295,000	)
Net cash from financing activities		1,166,848			674,752			222,641
INCREASE IN CASH AND CASH EQUIVALENTS		191,820			173,301			22,777
CASH AND CASH EQUIVALENTS
Beginning of year		594,093			420,792			398,015
End of year	$	785,913		$	594,093		$	420,792
CASH PAID DURING THE YEAR FOR INTEREST	$	251,590		$	267,114		$	311,707
CASH PAID DURING THE YEAR FOR TAXES	$	85,684		$	27,193		$	92,492

The accompanying Notes to Consolidated Financial Statement are an integral part of these financial statements.

F-8

CNH CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
(In thousands)

	Company Stockholder
	Member's Capital		Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Non- Controlling Interest		Total
BALANCE—January 1, 2010	$	—	$	836,721	$	49,616		$	356,711		$	51,540	$	1,294,588
Dividends paid to CNH America LLC		—		—		—			(295,000	)		—		(295,000	)
Net income		—		—		—			160,619			1,861		162,480
Foreign currency translation adjustment		—		—		20,260			—			—		20,260
Pension liability adjustment, net of tax		—		—		486			—			—		486
Unrealized gain on retained interests, net of tax		—		—		3,407			—			—		3,407
Derivative financial instruments:
Losses reclassified to earnings, net of tax		—		—		20,711			—			—		20,711
Losses deferred, net of tax		—		—		(15,848	)		—			—		(15,848	)
Cumulative effect from change in accounting for consolidation of certain variable interest entities		—		—		(32,990	)		(10,457	)		—		(43,447	)
BALANCE—December 31, 2010	$	—	$	836,721	$	45,642		$	211,873		$	53,401	$	1,147,637
Dividends paid to CNH America LLC		—		—		—			(85,000	)		—		(85,000	)
Net income		—		—		—			200,046			1,488		201,534
Foreign currency translation adjustment		—		—		(12,012	)		—			—		(12,012	)
Pension liability adjustment, net of tax		—		—		(388	)		—			—		(388	)
Unrealized gain on retained interests, net of tax		—		—		(2,602	)		—			—		(2,602	)
Derivative financial instruments:
Losses reclassified to earnings, net of tax		—		—		9,326			—			—		9,326
Losses deferred, net of tax		—		—		(11,250	)		—			—		(11,250	)
BALANCE—December 31, 2011	$	—	$	836,721	$	28,716		$	326,919		$	54,889	$	1,247,245
Net income		—		—		—			211,936			1,645		213,581
Preferred stock issuance		—		—		—			—			434		434
Foreign currency translation adjustment		—		—		15,084			—			—		15,084
Stock compensation		—		4,219		—			—			—		4,219
Pension liability adjustment, net of tax		—		—		(154	)		—			—		(154	)
Unrealized gain on retained interests, net of tax		—		—		(1,358	)		—			—		(1,358	)
Derivative financial instruments:
Losses reclassified to earnings, net of tax		—		—		4,545			—			—		4,545
Losses deferred, net of tax		—		—		(185	)		—			—		(185	)
BALANCE—December 31, 2012	$	—	$	840,940	$	46,648		$	538,855		$	56,968	$	1,483,411

The accompanying Notes to Consolidated Financial Statement are an integral part of these financial statements.

F-9

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

NOTE 1: NATURE OF OPERATIONS

        CNH Capital LLC and its wholly-owned operating subsidiaries, including New Holland Credit Company, LLC ("New Holland Credit") and CNH Capital America LLC ("CNH Capital America"), and its majority-owned operating subsidiary CNH Capital Canada Ltd. (collectively, "CNH Capital" or the "Company"), are each a wholly-owned subsidiary of CNH America LLC ("CNH America"), which is an indirect wholly-owned subsidiary of CNH Global N.V. ("CNH Global" and together with its consolidated subsidiaries, "CNH"). CNH designs, manufactures, and sells agricultural and construction equipment. CNH Capital provides financial services for CNH America and CNH Canada Ltd. (collectively, "CNH North America") customers primarily located in the United States and Canada.

        As of December 31, 2012, Fiat Industrial S.p.A. ("Fiat Industrial," and together with its subsidiaries, the "Fiat Industrial Group") owned approximately 87% of CNH's outstanding common shares through its wholly-owned subsidiary, Fiat Netherlands Holding B.V. ("Fiat Netherlands").

        On January 1, 2011, Fiat S.p.A. ("Fiat") effected a "demerger" under Article 2506 of the Italian Civil Code. Pursuant to the demerger, Fiat transferred its ownership interest in Fiat Netherlands to a new holding company, Fiat Industrial, including Fiat's indirect ownership of CNH Global, as well as Fiat's truck and commercial vehicles business and its industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat Industrial. In connection with the demerger transaction, shareholders of Fiat received shares of the capital stock of Fiat Industrial. Accordingly, as of January 1, 2011 Fiat Industrial owned approximately 89% of the outstanding common shares of CNH Global through Fiat Netherlands.

        On November 25, 2012, Fiat Industrial and CNH Global announced that they entered into a definitive merger agreement to combine the businesses of Fiat Industrial and CNH Global. The terms of the definitive merger agreement provide that Fiat Industrial, which indirectly owns approximately 87% of the outstanding share capital of CNH Global, and CNH Global will each merge into a newly-formed company organized under the laws of the Netherlands ("NewCo"). The parties anticipate that the shares of NewCo will be listed on the New York Stock Exchange at the closing of the merger. NewCo will also use its reasonable best efforts to cause the NewCo shares to be admitted to listing on theMercato Telematico Azionario managed byBorsa Italiana shortly following the closing of the merger. The merger is expected to close in the third quarter of 2013, subject to customary closing conditions including, among others, the approval of the merger by the shareholders of each of Fiat Industrial and CNH Global, customary regulatory approvals and a condition capping the exercise of withdrawal rights by Fiat Industrial shareholders and opposition rights by Fiat Industrial creditors at €325 million in the aggregate. Fiat Industrial has agreed to vote all of its CNH Global shares in favor of the merger at the applicable CNH Global shareholders' meeting.

        Effective July 1, 2012, CNH Capital LLC sold its equity interests in CNH Capital Insurance Agency, Inc. and CNH Capital Canada Insurance Agency Ltd. and entered into a five-year master services agreement allowing the buyer to use the "CNH Capital" name during that period. CNH Capital LLC received approximately $35,000 in connection with the transaction, primarily representing a prepayment on the master services agreement.

        To support CNH North America's sales of agricultural and construction equipment products, the Company offers retail financing to end-use customers and wholesale financing to CNH North America equipment dealers, which are almost entirely independently owned. Wholesale financing consists primarily

F-10

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 1: NATURE OF OPERATIONS (Continued)

of dealer floorplan financing and allows dealers the ability to maintain a representative inventory of products. In addition, the Company provides financing to dealers for equipment used in dealer-owned rental yards, parts inventory, working capital, and other financing needs. The Company provides and administers retail financing, primarily retail installment sales contracts and finance leases, to end-use customers for the purchase or lease of new and used CNH North America equipment and other agricultural and construction equipment sold through CNH North America dealers and distributors. In addition, the Company purchases equipment from dealers that is leased to retail customers under operating lease agreements. Customers also use the Company's commercial revolving account products to purchase parts, service, rentals, implements, and attachments from CNH North America dealers. The Company also finances a variety of insurance and other products for end users and dealers in conjunction with the purchase of new and used equipment. As a captive finance company, the Company is reliant on the operations of CNH North America, its customers, and end-use customers.

        The Company competes primarily with banks, finance companies, and other financial institutions. Typically, this competition is based upon financial products and services offered, customer service, financial terms and interest rates charged. The Company's long-term profitability is largely dependent on the cyclical nature of the agricultural and construction equipment industries, on prevailing interest rates and the continued support from CNH North America.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

        The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The consolidated financial statements include the Company and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company's subsidiaries in which the Company has a controlling financial interest and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of a subsidiary, or based on the Company's determination that it is the primary beneficiary of a variable interest entity ("VIE"). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs. The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.

Use of Estimates in the Preparation of Financial Statements

        The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the residual values of equipment on operating leases and allowance for credit losses. Actual results could differ from those estimates.

F-11

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

        Finance and interest income on retail and other notes receivables and finance leases is recorded using the effective yield method. Deferred costs on the origination of financing receivables are recognized as a reduction in finance revenue over the expected lives of the receivables using the effective yield method. Recognition of income on receivables is suspended when management determines that collection of future income is not probable or when an account becomes 120 days delinquent, whichever occurs earlier. Income accrual is resumed if the receivable becomes contractually current and collection doubts are removed. Previously suspended income is recognized at that time. The Company applies cash received on nonaccrual financing receivables to first reduce any unrecognized interest and then the recorded investment and any other fees. Receivables are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Delinquency is reported on receivables greater than 30 days past due. Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.

        A substantial portion of the Company's interest income arises from retail sales programs offered by CNH North America on which finance charges are waived or below-market rate financing programs are offered. When the Company acquires retail installment sales contracts and finance leases subject to below-market interest rates, including waived interest rate financing, the Company is compensated by CNH North America in an amount equal to the present value of the difference between the payments at the customer rate and the payments at the market rate. This amount is initially recognized as an unearned finance charge and is recognized as interest income over the term of the retail notes and finance leases, and is included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.

        For selected wholesale receivables, CNH North America compensates the Company for the difference between market interest rates and the amount paid by the dealer. These amounts are included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.

        The Company is also compensated for lending funds to CNH North America. The amounts earned are included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.

        Income from operating leases is recognized over the term of the lease on a straight-line basis. For selected operating leases, CNH North America compensates the Company for the difference between market rental rates and the amount paid by the customer. The amounts from CNH North America recognized as rental income on operating leases were included in "Interest and other income from affiliates."

Foreign Currency Translation

        The Company's non-U.S. subsidiaries maintain their books and accounting records using local currency as the functional currency. Assets and liabilities of these non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates, and net exchange gains or losses resulting from such translation are included in "Accumulated other comprehensive income" in the accompanying consolidated balance sheets. Income and expense accounts of these non-U.S. subsidiaries are translated at the average exchange

F-12

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

rates for the period, and gains and losses from foreign currency transactions are included in net income in the period that they arise.

Cash and Cash Equivalents

        Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying value of cash equivalents approximates fair value because of the short maturity of these investments.

Restricted Cash

        Restricted cash includes principal and interest payments from retail notes, wholesale receivables and commercial revolving accounts receivables owned by the consolidated VIEs that are payable to the VIEs' investors, and cash pledged as a credit enhancement to the same investors. These amounts are held by depository banks in order to comply with contractual agreements.

Receivables

        Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs. Periodically, the Company sells or transfers retail notes, wholesale receivables and commercial revolving accounts receivables to funding facilities or in securitization transactions. In accordance with the accounting guidance regarding transfers of financial assets and the consolidation of VIEs, the majority of the retail notes, wholesale receivables and commercial revolving accounts receivables sold in securitizations do not qualify as sales and are recorded as secured borrowings with no gains or losses recognized at the time of securitization. Receivables associated with these securitization transactions and receivables that the Company has the ability and intent to hold for the foreseeable future are classified as held for investment. The substantial majority of the Company's receivables, which include unrestricted receivables and restricted receivables for securitization investors, are classified as held for investment.

        For those receivable securitizations that qualify as sales and are off-book, the Company retains interest-only strips, servicing rights and cash reserve accounts (collectively, "retained interests"), all of which are recorded at fair value. Changes in these fair values are recorded in other accumulated comprehensive income as an unrealized gain or loss on available-for-sale securities. With regards to other-than-temporary impairments ("OTTI") of debt securities, any OTTI due to changes in the constant prepayment rate and the expected credit loss rate are included in net income. An OTTI due to a change in the discount rates would be included in "Accumulated other comprehensive income" in the accompanying consolidated balance sheets.

Allowance for Credit Losses

        The allowance for credit losses is the Company's estimate of probable losses on receivables owned by the Company and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which the Company has determined it is probable that it will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These

F-13

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.

        The second component of the allowance for credit losses covers all receivables have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors, are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

        Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.

Equipment on Operating Leases

        The Company purchases leases and equipment from CNH North America dealers and other independent third parties that have leased equipment to retail customers under operating leases. The Company's investment in operating leases is based on the purchase price paid for the equipment. Income from these operating leases is recognized over the term of the lease. The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination, which is estimated at the inception of the lease. Realization of the residual values is dependent on the Company's future ability to re-market the equipment under then prevailing market conditions. Model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Management believes that the estimated residual values are realizable. Expenditures for maintenance and repairs are the responsibility of the lessee.

        Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.

Goodwill and Intangible Assets

        Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired. Goodwill is deemed to have an indefinite useful life and is reviewed for impairment at least annually. During 2012 and 2011, the Company performed its annual impairment review as of December 31, and concluded that there was no impairment in either year. Other intangible assets consist of software and are being amortized on a straight-line basis over five years.

F-14

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

        The provision for income taxes is determined using the asset and liability method. The Company recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and tax contingencies estimated to be settled with taxing authorities within one year. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and tax loss carryforwards. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.

Derivatives

        The Company's policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes. The Company records derivative financial instruments in the consolidated balance sheets as either an asset or liability measured at fair value. The fair value of the Company's interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument. The fair value of the Company's foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts). Changes in the fair value of derivative financial instruments are recognized in current income unless specific hedge accounting criteria are met. For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change together with the offsetting loss or gain on the related hedged item. For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the effective portion of the derivative financial instrument's gain or loss is initially reported in accumulated other comprehensive income (loss) and is subsequently reclassified into income when the forecasted transaction affects income. The ineffective portion of the gain or loss is reported in income immediately. For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately into income.

        For derivative financial instruments designated as hedges, the Company formally documents the hedging relationship to the hedged item and its risk management strategy for all derivatives designated as hedges. This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. The Company assesses the effectiveness of the hedging instrument both at inception and on an ongoing basis. If a derivative is determined not to be highly effective as a hedge, or the underlying hedged transaction is no longer probable of occurring, or the derivative is terminated, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.

New Accounting Pronouncements Adopted in Prior Years

        In June 2009, the Financial Accounting Standards Board ("FASB") issued new accounting guidance which changed the accounting for transfers of financial assets. The guidance eliminated the concept of a qualifying special purpose entity ("QSPE"), changed the requirements for derecognizing financial assets, and required additional disclosures by providing greater transparency about transfers of financial assets,

F-15

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

including securitization transactions, and an entity's continuing involvement in and exposure to the risks related to transferred financial assets.

        In June 2009, the FASB also issued new accounting guidance which amended the accounting for VIEs. The guidance changed the criteria for determining whether the consolidation of a VIE is required from a quantitative risk and rewards model to a qualitative model, based on control and economics. The guidance also eliminated the scope exception for QSPEs, increased the frequency for reassessing consolidation of VIEs and created new disclosure requirements about an entity's involvement in a VIE.

        The Company adopted the new guidance on January 1, 2010. As a significant portion of the Company's securitization trusts and facilities were no longer exempt from consolidation as QSPEs under the guidance, the Company reassessed these VIEs under the new qualitative model and determined it was the primary beneficiary, as the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidated the receivables and related liabilities held by these VIEs based on their carrying amounts, with a decrease to equity as shown in the consolidated statements of changes in stockholder's equity.

        In June 2011, the FASB issued new accounting guidance on the presentation of comprehensive income in financial statements. The new guidance removed current presentation options and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. The new reporting required by this accounting guidance has been included in these financial statements.

New Accounting Pronouncements Adopted in 2012

        On January 1 2012, the Company adopted FASB Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification ("ASC") 820, Fair Value Measurement. This ASU requires the categorization by level for items that are required to be disclosed at fair value and information about transfers between Level 1 and Level 2 and additional disclosure for Level 3 measurements. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The adoption did not have a material effect on the Company's consolidated financial statements.

        In September 2011, the FASB issued ASU No. 2011-08, Testing Goodwill for Impairment, which amends ASC 350, Intangibles—Goodwill and Other. This ASU gives an entity the option to first assess qualitative factors to determine if goodwill is impaired. The entity may first determine based on qualitative factors if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If that assessment indicates no impairment, the first and second steps of the quantitative goodwill impairment test are not required. Although the Company adopted this ASU and the adoption did not have a material effect on the Company's consolidated financial statements, the Company also performed an annual impairment review.

F-16

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements to be Adopted

        In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which amends ASC 210, Balance Sheet. This ASU requires entities to disclose gross and net information about both instruments and transactions eligible for offset in the statement of financial position and those subject to an agreement similar to a master netting arrangement. This includes derivatives and other financial securities arrangements. The effective date is January 2013 and must be applied retrospectively. The adoption is not expected to have a material effect on the Company's consolidated financial statements.

        In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This ASU requires preparers to report information about reclassifications out of accumulated other comprehensive income. For significant items reclassified out of accumulated other comprehensive income to net income in their entirety in the same reporting period, reporting (either on the face of the statement where net income is presented or in the notes) is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP (e.g., pension amounts that are included in inventory) is required in the notes. The above information must be presented in one place (parenthetically on the face of the financial statements by income statement line item or in a note). Adoption of this standard is required in the Company's 2013 consolidated financial statements and footnote disclosures and will not have a material impact.

NOTE 3: RECEIVABLES

        A summary of receivables included in the consolidated balance sheets as of December 31, 2012 and 2011 is as follows:

	2012			2011
Retail note receivables	$	903,644		$	731,807
Wholesale receivables		88,763			87,600
Finance lease receivables		62,615			53,391
Restricted receivables		9,573,535			8,566,514
Commercial revolving accounts receivables		226,039			82,098
Gross receivables		10,854,596			9,521,410
Less:
Unearned finance charges		—			(28,188	)
Allowance for credit losses		(122,320	)		(106,673	)
Total receivables, net	$	10,732,276		$	9,386,549

F-17

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        The Company provides and administers financing for retail purchases of new and used equipment sold through CNH North America's dealer network. The terms of retail and other notes and finance leases generally range from two to six years, and interest rates on retail and other notes and finance leases vary depending on prevailing market interest rates and certain incentive programs offered by CNH North America.

        Wholesale receivables arise primarily from the financing of the sale of goods to dealers and distributors by CNH North America, and to a lesser extent, the financing of dealer operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have interest-free periods of up to twelve months and stated original maturities of up to twenty-four months, with repayment accelerated upon the sale of the underlying equipment by the dealer. During the interest-free period, the Company is compensated by CNH North America for the difference between market interest rates and the amount paid by the dealer. After the expiration of any interest-free period, interest is charged to dealers on outstanding balances until the Company receives payment in full. The interest-free periods are determined based on the type of equipment sold and the time of year of the sale. Interest rates are set based on market factors and the prime rate or LIBOR. The Company evaluates and assesses dealers on an ongoing basis as to their creditworthiness. CNH North America may be obligated to repurchase the dealer's equipment upon cancellation or termination of the dealer's contract for such causes as change in ownership, closeout of the business, or default. There were no significant losses in 2012, 2011 and 2010 relating to the termination of dealer contracts.

        Maturities of retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables as of December 31, 2012, are as follows:

2013	$	5,651,523
2014		1,708,870
2015		1,452,937
2016		1,120,601
2017 and thereafter		920,665
Total receivables	$	10,854,596

        It has been the Company's experience that substantial portions of retail receivables are repaid or sold before their contractual maturity dates. As a result, the above table should not be regarded as a forecast of future cash collections. Retail, finance lease and wholesale receivables have significant concentrations of credit risk in the agricultural and construction business sectors. On a geographic basis, there is not a disproportionate concentration of credit risk in any area of the United States or Canada. The Company typically retains, as collateral, a security interest in the equipment associated with retail notes and wholesale receivables.

Restricted Receivables and Securitization

        As part of its overall funding strategy, the Company periodically transfers certain financial receivables into VIEs that are special purpose entities ("SPEs") as part of its asset-backed securitization programs.

F-18

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. For bankruptcy analysis purposes, the Company has sold the receivables to the SPEs in a true sale and the SPEs are separate legal entities. Upon transfer of the receivables to the SPEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the SPEs' creditors. The SPEs have ownership of cash balances that also have restrictions for the benefit of SPEs' investors. The Company's interests in the SPEs' receivables are subordinate to the interests of third-party investors. None of the receivables that are directly or indirectly sold or transferred in any of these transactions are available to pay the Company's creditors until all obligations of the SPE have been fulfilled.

        The secured borrowings related to the restricted receivables are obligations that are payable as the receivables are collected.

        The following table summarizes the restricted and off-book receivables and the related retained interests as of December 31, 2012 and 2011:

	Restricted Receivables				Off-Book Receivables				Retained Interests
	2012		2011		2012		2011		2012		2011
Retail note receivables	$	6,376,211	$	5,454,279	$	47,367	$	108,476	$	9,271	$	17,289
Wholesale receivables		3,176,410		2,884,516		—		—		—		—
Finance lease receivables		20,914		47,000		—		—		—		—
Commercial revolving account receivables		—		180,719		—		—		—		—
Total	$	9,573,535	$	8,566,514	$	47,367	$	108,476	$	9,271	$	17,289

Retail Receivables Securitizations

        Within the U.S. retail receivables securitization programs, qualifying retail receivables are sold to limited purpose, bankruptcy-remote SPEs. In turn, these SPEs establish separate trusts to which the receivables are transferred in exchange for proceeds from asset-backed securities issued by the trusts. In Canada, the receivables are transferred directly to the trusts. These trusts were determined to be VIEs and, consequently, the Company has consolidated these retail trusts. In its role as servicer, CNH Capital has the power to direct the trusts' activities. Through its retained interests, the Company has an obligation to absorb certain losses or the right to receive certain benefits that could potentially be significant to the trusts.

        During the years ended December 31, 2012 and 2011, the Company executed $3,848,008 and $3,193,597, respectively, in retail asset-backed transactions in the U.S. and Canada. The securities in these transactions are backed by agricultural and construction equipment retail receivable contracts and finance leases originated through CNH North America's dealer network. At December 31, 2012, $5,994,757 of asset-backed securities issued to investors were outstanding with a weighted average remaining maturity of 39 months. At December 31, 2011, $5,116,695 of asset-backed securities issued to investors were outstanding with a weighted average remaining maturity of 37 months.

F-19

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        The Company also may retain all or a portion of the subordinated interests in the SPEs. No recourse provisions exist that allow holders of the asset-backed securities issued by the trusts to put those securities back to the Company, although the Company provides customary representations and warranties that could give rise to an obligation to repurchase from the trusts any receivables for which there is a breach of the representations and warranties. Moreover, the Company does not guarantee any securities issued by the trusts. The trusts have a limited life and generally terminate upon final distribution of amounts owed to investors or upon exercise of a cleanup-call option by the Company, in its role as servicer.

        The Company also has $1,702,169 in committed asset-backed facilities through which it may sell on a monthly basis retail receivables generated in the United States and Canada. The Company has utilized these facilities in the past to fund the origination of receivables and has later repurchased and resold the receivables in the term ABS markets or found alternative financing for the receivables. The Company believes that it is probable that it will continue to regularly utilize term ABS markets. The U.S. and Canadian facilities had an original funding term of two years and are renewable in September 2014 and December 2014, respectively. To the extent these facilities are not renewed, they will be repaid according to the amortization of the underlying receivables.

        Three private retail transactions totaling $47,367 and $108,476 as of December 31, 2012 and 2011, respectively, were not included in the Company's consolidated balance sheet.

Wholesale Receivables Securitizations

        With regard to the wholesale receivable securitization programs, the Company sells eligible receivables on a revolving basis to structured master trust facilities which are limited-purpose, bankruptcy-remote SPEs. As of December 31, 2012, debt issued through the U.S. master trust facility consists of four facilities renewable at the discretion of the investors; $200 million renewable March 2013, $900 million renewable April 2013, $250 million renewable July 2013, and $200 million senior and related subordinate renewable November 2013.

        Debt issued through the Canadian master trust facility consists of a C$586 million ($588 million) facility renewable December 2014 at the discretion of the investor.

        These trusts were determined to be VIEs and consequently, CNH Capital has consolidated these wholesale trusts. The Company's involvement with the securitization trusts includes servicing the wholesale receivables, retaining an undivided interest ("seller's interest") in the receivables and holding cash reserve accounts. The seller's interest in the trusts represent the Company's undivided interest in the receivables transferred to the trust. CNH Capital maintains cash reserve accounts at predetermined amounts to provide security to investors in the event that cash collections from the receivables are not sufficient to make principal and interest payments on the securities. The investors and the securitization trusts have no recourse beyond CNH Capital's retained interests for failure of debtors to pay when due. CNH Capital's retained interests are subordinate to investors' interests.

        Each of the facilities contains minimum payment rate thresholds which, if breached, could preclude the Company from selling additional receivables originated on a prospective basis and could force an early amortization of the debt.

F-20

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

Commercial Revolving Account Securitizations

        The Company, through a trust, securitized originated commercial revolving account receivables. The committed asset-backed facility had an original two-year term which expired October 15, 2012, at which point all debt was paid in full.

Allowance for Credit Losses

        The allowance for credit losses is the Company's estimate of probable losses for receivables owned by the Company and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which the Company has determined it is probable that it will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.

        The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

        Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.

        The Company's allowance for credit losses is segregated into three portfolio segments: retail, wholesale and other. A portfolio segment is the level at which the Company develops a systematic methodology for determining its allowance for credit losses. The retail segment includes retail notes and finance lease receivables. The wholesale segment includes wholesale financing to CNH North America dealers, and the other portfolio includes the Company's commercial revolving accounts.

        Further, the Company evaluates its portfolio segments by class of receivable: United States and Canada. Typically, the Company's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk. These classes align with management reporting.

F-21

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        Allowance for credit losses activity for the year December 31, 2012 is as follows:

	Retail			Wholesale			Other			Total
Allowance for credit losses:
Beginning balance	$	83,233		$	12,163		$	11,277		$	106,673
Charge-offs		(28,238	)		(1,857	)		(7,906	)		(38,001	)
Recoveries		5,206			312			3,276			8,794
Provision		42,135			1,245			1,198			44,578
Foreign currency translation and other		224			24			28			276
Ending balance	$	102,560		$	11,887		$	7,873		$	122,320
Ending balance: individually evaluated for impairment	$	28,266		$	9,512		$	—		$	37,778
Ending balance: collectively evaluated for impairment	$	74,294		$	2,375		$	7,873		$	84,542
Receivables:
Ending balance	$	7,363,384		$	3,265,173		$	226,039		$	10,854,596
Ending balance: individually evaluated for impairment	$	48,195		$	61,752		$	—		$	109,947
Ending balance: collectively evaluated for impairment	$	7,315,189		$	3,203,421		$	226,039		$	10,744,649

F-22

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        Allowance for credit losses activity for the year ended December 31, 2011 is as follows:

	Retail			Wholesale			Other			Total
Allowance for credit losses:
Beginning balance	$	73,123		$	31,148		$	14,459		$	118,730
Charge-offs		(27,770	)		(12,613	)		(12,770	)		(53,153	)
Recoveries		5,850			447			3,431			9,728
Provision		33,353			(6,801	)		6,301			32,853
Foreign currency translation and other		(1,323	)		(18	)		(144	)		(1,485	)
Ending balance	$	83,233		$	12,163		$	11,277		$	106,673
Ending balance: individually evaluated for impairment	$	42,879		$	10,101		$	—		$	52,980
Ending balance: collectively evaluated for impairment	$	40,354		$	2,062		$	11,277		$	53,693
Receivables:
Ending balance	$	6,258,289		$	2,972,116		$	262,817		$	9,493,222
Ending balance: individually evaluated for impairment	$	73,920		$	56,444		$	265		$	130,629
Ending balance: collectively evaluated for impairment	$	6,184,369		$	2,915,672		$	262,552		$	9,362,593

        A comparative analysis for allowance for credit losses activity for the years ended December 31, 2012, 2011 and 2010 is as follows:

	2012			2011			2010
Allowance for credit losses:
Beginning balance	$	106,673		$	118,730		$	73,181
Cumulative effect from change in accounting for consolidation of certain VIE's		—			—			59,090
Adjusted beginning balance		106,673			118,730			132,271
Charge-offs		(38,001	)		(53,153	)		(94,201	)
Recoveries		8,794			9,728			8,066
Provision		44,578			32,853			76,394
Foreign currency translation and other		276			(1,485	)		(3,800	)
Ending balance	$	122,320		$	106,673		$	118,730

        Utilizing an internal credit scoring model, which considers customers' attributes, prior credit history and each retail transaction's attributes, the Company assigns a credit quality rating to each retail customer, by specific transaction, as part of the retail underwriting process. This rating is used in setting the interest

F-23

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

rate on the transaction. The credit quality rating is not updated after the transaction is finalized. A description of the general characteristics of the customers' risk grades is as follows:

Titanium—Customers from whom the Company expects no collection or loss activity.

Platinum—Customers from whom the Company expects minimal, if any, collection or loss activity.

Gold, Silver, Bronze—Customers defined as those with the potential for collection or loss activity.

        A breakdown of the retail portfolio by the customer's risk grade at the time of origination as of December 31, 2012 and 2011 is as follows:

	2012		2011
Titanium	$	4,038,596	$	3,195,785
Platinum		1,994,248		1,837,604
Gold		1,124,612		999,950
Silver		185,712		197,108
Bronze		20,216		27,842
Total	$	7,363,384	$	6,258,289

        As part of the ongoing monitoring of the credit quality of the wholesale portfolio, the Company utilizes an internal credit scoring model that assigns a risk grade for each dealer. The scoring model considers the strength of the dealer's financial statements, payment history and audit performance. The Company updates its dealers' ratings and considers the ratings in the quarterly credit allowance analysis. A description of the general characteristics of the dealer's risk grades is as follows:

Grades A and B—Includes receivables to dealers that have significant capital strength, moderate leverage, stable earnings and growth, and excellent payment performance.

Grade C—Includes receivables to dealers with moderate credit risk. Dealers of this grade are differentiated from higher grades on a basis of leverage or payment performance.

Grade D—Includes receivables to dealers with moderate credit risk. These dealers may require higher monitoring due to weaker financial strength or payment performance.

        A breakdown of the wholesale portfolio by its credit quality indicators as of December 31, 2012 and 2011 is as follows:

	2012		2011
A	$	1,873,495	$	1,662,920
B		967,849		897,914
C		245,652		287,793
D		178,177		123,489
Total	$	3,265,173	$	2,972,116

F-24

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        The following tables present information at the level at which management assesses and monitors its credit risk. Receivables are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Delinquency is reported on receivables greater than 30 days past due. The aging of receivables as of December 31, 2012 and 2011 is as follows:

	2012
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Receivables		Recorded Investment > 90 Days and Accruing
Retail
United States	$	18,676	$	4,972	$	21,736	$	45,384	$	6,047,807	$	6,093,191	$	2,994
Canada	$	1,941	$	326	$	387	$	2,654	$	1,267,539	$	1,270,193	$	265
Wholesale
United States	$	514	$	28	$	580	$	1,122	$	2,512,270	$	2,513,392	$	130
Canada	$	284	$	11	$	783	$	1,078	$	750,703	$	751,781	$	313
Total
Retail	$	20,617	$	5,298	$	22,123	$	48,038	$	7,315,346	$	7,363,384	$	3,259
Wholesale	$	798	$	39	$	1,363	$	2,200	$	3,262,973	$	3,265,173	$	443

	2011
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Receivables		Recorded Investment > 90 Days and Accruing
Retail
United States	$	21,547	$	6,100	$	30,720	$	58,367	$	5,162,963	$	5,221,330	$	3,257
Canada	$	3,550	$	975	$	753	$	5,278	$	1,031,681	$	1,036,959	$	77
Wholesale
United States	$	1,232	$	1,967	$	818	$	4,017	$	2,266,517	$	2,270,534	$	362
Canada	$	57	$	14	$	287	$	358	$	701,224	$	701,582	$	56
Total
Retail	$	25,097	$	7,075	$	31,473	$	63,645	$	6,194,644	$	6,258,289	$	3,334
Wholesale	$	1,289	$	1,981	$	1,105	$	4,375	$	2,967,741	$	2,972,116	$	418

        Impaired receivables are receivables for which the Company has determined it will not collect all the principal and interest payments as per the terms of the contract. As of December 31, 2012 and 2011, the

F-25

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

Company's recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:

	2012						2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Retail
United States	$	5,614	$	5,597	$	—	$	6,805	$	6,791	$	—
Canada	$	—	$	—	$	—	$	303	$	303	$	—
Wholesale
United States	$	—	$	—	$	—	$	—	$	—	$	—
Canada	$	—	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Retail
United States	$	42,581	$	37,475	$	28,266	$	66,747	$	61,300	$	42,861
Canada	$	—	$	—	$	—	$	65	$	65	$	18
Wholesale
United States	$	58,826	$	58,329	$	9,000	$	55,167	$	53,168	$	9,690
Canada	$	2,926	$	2,846	$	512	$	1,277	$	1,247	$	411
Total
Retail	$	48,195	$	43,072	$	28,266	$	73,920	$	68,459	$	42,879
Wholesale	$	61,752	$	61,175	$	9,512	$	56,444	$	54,415	$	10,101

F-26

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

        For the years ended December 31, 2012 and 2011, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a thirteen-month average) and the related interest income recognized are as follows:

	2012				2011
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Retail
United States	$	4,671	$	88	$	2,741	$	390
Canada	$	—	$	—	$	355	$	9
Wholesale
United States	$	—	$	—	$	—	$	—
Canada	$	—	$	—	$	—	$	—
With an allowance recorded
Retail
United States	$	51,751	$	2,765	$	81,927	$	4,261
Canada	$	—	$	—	$	71	$	9
Wholesale
United States	$	66,418	$	2,301	$	64,061	$	2,226
Canada	$	5,810	$	278	$	4,173	$	153
Total
Retail	$	56,422	$	2,853	$	85,094	$	4,669
Wholesale	$	72,228	$	2,579	$	68,234	$	2,379

        Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 120 days delinquent, whichever occurs first. Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The receivables on nonaccrual status as of December 31, 2012 and 2011 are as follows:

	2012						2011
	Retail		Wholesale		Total		Retail		Wholesale		Total
United States	$	29,130	$	58,329	$	87,459	$	54,798	$	53,168	$	107,966
Canada	$	122	$	2,846	$	2,968	$	676	$	1,247	$	1,923

Troubled Debt Restructurings

        A restructuring of a receivable constitutes a troubled debt restructuring ("TDR") when the lender grants a concession it would not otherwise consider to a borrower experiencing financial difficulties. As a collateral-based lender, the Company typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings. For wholesale receivables, concessions granted may include extended contract maturities, inclusion of

F-27

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

interest-only periods, modification of a contractual interest rate to a below market interest rate, extended skip payment periods and waiving of interest and principal.

        TDRs are reviewed along with other receivables as part of management's ongoing evaluation of the adequacy of the allowance for credit losses. The allowance for credit losses attributable to TDRs is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, the Company estimates the current fair market value of the equipment collateral and considers credit enhancements such as additional collateral and third-party guarantees.

        Before removing a receivable from TDR classification, a review of the borrower is conducted. If concerns exist about the future ability of the borrower to meet its obligations under the loans based on a credit review, the TDR classification is not removed from the receivable.

        As of December 31, 2012, the Company has approximately 1,100 retail and finance lease receivable contracts, of which the pre-modification value was $40,364 and the post-modification value was $37,850. A court has determined the concession in 609 of these cases. The pre-modification value of these contracts was $11,276 and the post-modification value was $9,521. As of December 31, 2011, the Company had approximately 2,500 retail and finance lease receivable contracts of which the pre-modification value was $82,700 and the post-modification value was $53,300. A court has yet to determine the concessions in some of the outstanding cases that will be granted, if any. As the outcome of the bankruptcy cases is determined by a court based on available assets, subsequent re-defaults are unusual and were not material for retail and finance lease receivable contracts that were modified in a TDR during the previous 12 months ended December 31, 2012 and 2011.

        As of December 31, 2012, the Company has four wholesale agreements with a pre- and post-modification balance of approximately $3,379 and $1,529, respectively. As of December 31, 2011, the Company restructured five wholesale agreements with a pre- and post- balance of approximately $15,000. The wholesale TDRs that subsequently re-defaulted were immaterial for the years ended December 31, 2012 and 2011.

F-28

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 3: RECEIVABLES (Continued)

Managed Receivables

        Historical loss and delinquency amounts for the Company's managed receivables for 2012 and 2011 are as follows:

	Principal Amount of Receivables at December 31,		Principal More Than 30 Days Delinquent at December 31,		Net Credit Losses for the Year Ending December 31,
2012
Type of receivable:
Retail and other notes and finance leases	$	7,636,790	$	53,245	$	27,834
Wholesale		3,265,173		2,201		1,545
Total managed receivables	$	10,901,963	$	55,446	$	29,379
Comprised of receivables:
Held in portfolio	$	10,854,596
Sold		47,367
Total managed receivables	$	10,901,963
2011
Type of receivable:
Retail and other notes and finance leases	$	6,629,582	$	71,683	$	31,993
Wholesale		2,972,116		4,375		12,166
Total managed receivables	$	9,601,698	$	76,058	$	44,159
Comprised of receivables:
Held in portfolio	$	9,493,222
Sold		108,476
Total managed receivables	$	9,601,698

NOTE 4: EQUIPMENT ON OPERATING LEASES

        A summary of equipment on operating leases as of December 31, 2012 and 2011 is as follows:

	2012			2011
Equipment on operating leases	$	931,536		$	830,607
Less:
Residual reserve		—			(599	)
Accumulated depreciation		(177,165	)		(182,391	)
Equipment on operating leases, net	$	754,371		$	647,617

F-29

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 4: EQUIPMENT ON OPERATING LEASES (Continued)

        Depreciation expense totaled $107,836, $110,314 and $117,848 for the years ended December 31, 2012, 2011 and 2010, respectively.

        Lease payments owed to the Company for equipment under non-cancelable operating leases as of December 31, 2012 are as follows:

2013	$	97,177
2014		58,575
2015		23,712
2016		8,818
2017 and thereafter		1,815
Total lease payments	$	190,097

NOTE 5: GOODWILL AND INTANGIBLE ASSETS

        Changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011 are as follows:

	2012		2011
Balance, beginning of year	$	116,830	$	117,651
Foreign currency translation adjustment		866		(821	)
Balance, end of year	$	117,696	$	116,830

        Goodwill is tested for impairment at least annually. During 2012 and 2011, the Company performed its annual impairment review as of December 31 and concluded that there were no impairments in either year. The Company has no accumulated impairment losses at December 31, 2012.

        As of December 31, 2012 and 2011, the Company's intangible asset and related accumulated amortization for its software is as follows:

	2012			2011
Software	$	26,375		$	24,076
Accumulated amortization		(21,846	)		(20,817	)
Software, net	$	4,529		$	3,259

        The Company recorded amortization expense of $1,010, $1,106 and $1,273 during 2012, 2011 and 2010, respectively.

        Based on the current amount of software subject to amortization, the estimated annual amortization expense for each of the succeeding five years is as follows: $927 in 2013; $602 in 2014; $417 in 2015; $268 in 2016; and $107 in 2017.

F-30

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 6: OTHER ASSETS

        The components of other assets as of December 31, 2012 and 2011 are as follows:

	2012		2011
Deferred debt issuance costs	$	39,539	$	33,647
Tax receivables		6,301		71,217
Prepaid assets		5,743		7,440
Derivative assets		2,803		3,598
Property and equipment, net		150		167
Other current assets		18,722		26,038
Total other assets	$	73,258	$	142,107

NOTE 7: CREDIT FACILITIES AND DEBT

        Lenders of committed credit facilities have the obligation to make advances up to the facility amount. These facilities generally provide for facility fees on the total commitment, whether used or unused.

F-31

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 7: CREDIT FACILITIES AND DEBT (Continued)

        The following table summarizes the Company's debt and credit facilities, borrowings thereunder and availability at December 31, 2012:

	2012
	Maturity(1)	Total Facility/Debt		Short-Term Outstanding		Current Maturities of Long-Term Outstanding		Long-Term Outstanding		Available
Committed Asset-Backed Facilities
Retail—U.S.	Sep 2014	$	1,200,000	$	—	$	91,598	$	274,149	$	834,253
Retail—Canada	Dec 2014		502,169		—		65,642		257,658		178,869
Wholesale VFN—U.S.	Various 2013		1,550,000		1,550,000		—		—		—
Wholesale VFN—Canada	Dec 2014		588,291		548,716		—		—		39,576
Leases—U.S.	(2)		100,000		—		14,913		83,286		1,800
Subtotal			3,940,460		2,098,716		172,153		615,093		1,054,498
Secured Debt
Amortizing retail term ABS—N.A.	Various		5,924,946		—		1,810,103		4,114,843		—
Other ABS financing—N.A.	Various		340,880		—		149,265		191,615		—
Subtotal			6,265,826		—		1,959,368		4,306,458		—
Unsecured Facilities
Revolving credit facilities	Various		350,000		—		—		—		350,000
Unsecured Debt
Notes	Various		1,250,000		—		—		1,250,000		—
Term loan	2016		150,000		—		—		150,000		—
Subtotal			1,400,000		—		—		1,400,000		—
Total credit facilities and debt		$	11,956,286	$	2,098,716	$	2,131,521	$	6,321,551	$	1,404,498

(1)

Maturity dates reflect maturities of the credit facility which may be different than the maturities of the advances under the facility.

(2)

Advances under the credit facility end December 2013; however, the maturities of the debt are due as the underlying leases are collected, which extend beyond 2013.

        A summary of the minimum annual repayments of long-term debt as of December 31, 2012, for 2014 and thereafter is as follows:

2014	$	2,224,556
2015		2,225,929
2016		1,608,138
2017		222,368
2018 and thereafter		40,560
Total	$	6,321,551

F-32

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 7: CREDIT FACILITIES AND DEBT (Continued)

        The following table summarizes the Company's credit facilities, borrowings thereunder and availability at December 31, 2011:

	2011
	Maturity*	Total Facility/Debt		Short-Term Outstanding		Current Maturities of Long-Term Outstanding		Long-Term Outstanding		Available
Committed Asset-Backed Facilities
Retail—U.S.	Sep 2013	$	1,200,000	$	—	$	91,640	$	277,760	$	830,600
Retail—Canada	Dec 2012		293,734		—		153,262		—		140,472
Commercial revolving accounts	Oct 2012		200,000		166,800		—		—		33,200
Wholesale VFN—U.S.	Various		1,150,000		1,150,000		—		—		—
Wholesale VFN—Canada	Dec 2012		573,516		488,010		—		—		85,506
Subtotal			3,417,250		1,804,810		244,902		277,760		1,089,778
Secured Debt
Wholesale term—U.S.	Various		803,250		—		803,250		—		—
Amortizing retail term ABS—N.A.	Various		5,013,006		—		1,730,937		3,282,069		—
Other ABS financing—N.A.	Various		590,080		—		212,136		377,944		—
Subtotal			6,406,336		—		2,746,323		3,660,013		—
Unsecured Facility
Revolving credit facility	2016		100,000		—		—		—		100,000
Unsecured Debt
Notes	2016		500,000		—		—		500,000		—
Term loan	2016		150,000		—		—		150,000		—
Subtotal			650,000		—		—		650,000		—
Total credit facilities and debt		$	10,573,586	$	1,804,810	$	2,991,225	$	4,587,773	$	1,189,778

*

Maturity dates reflect maturities of the credit facility which may be different than the maturities of the advances under the facility.

Committed Asset-Backed Facilities

        The Company has access to asset-backed facilities through which it may sell retail receivables. The Company utilizes these facilities to fund the origination of receivables and, per the terms of these facilities, have later repurchased the receivables and either resold the receivables in the term ABS markets or utilize alternative financing for the receivables. Under these facilities, the maximum amount of proceeds that can be accessed at one time is $1,702,169. In addition, if the receivables sold are not repurchased by the Company, the related debt is paid only as the underlying receivables are collected. Such receivables have maturities not exceeding seven years. The Company believes that it is probable that a majority of these receivables will be repurchased and resold in the term ABS markets. Borrowings against these facilities accrue interest at prevailing money market rates plus program fees.

F-33

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 7: CREDIT FACILITIES AND DEBT (Continued)

        The Company finances its wholesale receivable portfolios with the issuance of Variable Funding Notes ("VFN") which are privately subscribed by certain banks or conduits. These notes accrue interest at prevailing money market rates plus program fees.

        The Company has access to an asset-backed facility to finance its operating leases. Borrowings against this facility accrue interest at prevailing money market rates plus a program fee.

Secured Debt

        Borrowings under secured debt bear interest at either floating rates of LIBOR plus an applicable margin or fixed rates.

Unsecured Facilities and Debt

        In July 2011, the Company closed a $250,000, five-year, unsecured committed credit facility. The facility includes a $150,000 term loan which thereafter was fully drawn with a five-year tenor, and a $100,000 revolving credit facility that has remained fully available.

        In November 2011, the Company issued $500,000 of debt securities at an annual fixed rate of 6.25% due 2016. The notes, which are senior unsecured obligations of CNH Capital LLC, are guaranteed by CNH Capital America and New Holland Credit.

        In April 2012, the Company entered into a $250,000, three-year, unsecured revolving credit facility, which has remained undrawn.

        In October 2012, the Company issued $750,000 of debt securities at an annual fixed rate of 3.875% due 2015. The notes, which are senior unsecured obligations of CNH Capital LLC, are guaranteed by CNH Capital America and New Holland Credit.

Covenants

        The credit agreements governing the Company's unsecured facilities and the indentures governing the Company's unsecured debt (as the case may be), among other things, limit the ability of the Company and certain of its subsidiaries to incur additional debt, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions, enter into certain sale and leaseback transactions and/or sell certain assets or merge with or into other companies. In addition, the Company is required to maintain certain coverage levels for leverage and EBITDA.

Interest Rates

        The weighted-average interest rate on total short-term debt outstanding at December 31, 2012 and 2011 was 1.2% and 1.7%, respectively. The weighted-average interest rate on total long-term debt outstanding (including current maturities of long-term debt) at December 31, 2012 and 2011 was 1.9% and 2.2%, respectively. The average rate is calculated using the actual rates at December 31, 2012 and 2011, weighted by the amount of outstanding borrowings of each debt instrument.

F-34

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 7: CREDIT FACILITIES AND DEBT (Continued)

Support Agreement

        CNH Capital LLC and CNH Global entered into a support agreement, dated November 4, 2011, pursuant to which CNH Global has agreed to, among other things, (a) make cash capital contributions to CNH Capital LLC, to the extent that such payments are necessary to cause the ratio of (i) net earnings available for fixed charges to (ii) fixed charges of CNH Capital LLC and its subsidiaries to be not less than 1.05 for each fiscal quarter of CNH Capital LLC (with such ratio determined, on a consolidated basis and in accordance with U.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least fifty-one percent (51%) of the capital stock of CNH Capital LLC having voting power for the election of directors or managers and (c) cause CNH Capital LLC to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million. CNH Global is required to cure, directly or indirectly, any deficiency in the ratio of net earnings available for fixed charges to fixed charges or in the consolidated tangible net worth not later than 90 days following the end of the fiscal quarter in which the deficiency occurred. This support agreement is not intended to be and is not a guarantee by CNH Global of any indebtedness or other obligation of CNH Capital LLC. The obligations of CNH Global to CNH Capital LLC pursuant to this support agreement are to CNH Capital LLC only and do not run to, and are not enforceable directly by, any creditor of CNH Capital LLC. No payment by CNH Global was required under this support agreement since its inception.

NOTE 8: INCOME TAXES

        The income and expenses of the Company and certain of its domestic subsidiaries are included in the consolidated income tax return of Case New Holland Inc., a wholly owned subsidiary of CNH, and parent of CNH America. The Company's Canadian subsidiaries file separate income tax returns, as do certain domestic subsidiaries. The Company and certain of its domestic subsidiaries are LLCs and, as a result, incur no income tax liability on a stand-alone basis for tax purposes. However, for financial reporting, all tax accounts have been disclosed and the income tax expense is reflective for all of the companies included in the consolidated financial statements.

        The sources of income before taxes for the years ended December 31, 2012, 2011, and 2010 are as follows, with foreign defined as any income earned outside the United States:

	2012		2011		2010
Domestic	$	248,461	$	243,365	$	171,164
Foreign		81,232		76,222		76,383
Income before taxes	$	329,693	$	319,587	$	247,547

F-35

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 8: INCOME TAXES (Continued)

        The provision for income taxes for the years ended December 31, 2012, 2011 and 2010 is as follows:

	2012			2011		2010
Current income tax expense:
Domestic	$	80,255		$	40,866	$	31,395
Foreign		22,600			18,432		4,907
Total current income tax expense		102,855			59,298		36,302
Deferred income tax expense (benefit):
Domestic		15,848			55,790		39,490
Foreign		(2,591	)		2,965		9,275
Total deferred income tax expense		13,257			58,755		48,765
Total tax provision	$	116,112		$	118,053	$	85,067

        A reconciliation of CNH's statutory and effective income tax rate for the years ended December 31, 2012, 2011, and 2010 is as follows:

	2012			2011			2010
Tax provision at statutory rate		35.0	%		35.0	%		35.0	%
State and foreign taxes		0.3			1.8			3.5
Tax contingencies		(0.3	)		0.5			(4.0	)
Tax credits and incentives		(0.3	)		(0.2	)		(0.2	)
Tax rate and legislative changes		0.7			—			(0.1	)
Other		(0.2	)		(0.2	)		0.2
Total tax provision effective rate		35.2	%		36.9	%		34.4	%

F-36

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 8: INCOME TAXES (Continued)

        The components of net deferred tax assets as of December 31, 2012 and 2011 are as follows:

	2012			2011
Deferred tax assets:
Pension, postretirement and post employment benefits	$	3,375		$	4,066
Marketing and sales incentive programs		56,878			53,969
Allowance for credit losses		43,166			36,349
Other accrued liabilities		23,781			32,028
Tax loss and tax credit carry forwards		8,480			8,753
Total deferred tax assets	$	135,680		$	135,165
Deferred tax liability:
Equipment on operating lease	$	183,574		$	167,971
Net deferred tax liability, net(1)	$	(47,894	)	$	(32,806	)

(1)

The net deferred tax liability in 2012 and 2011 is included in "Accounts payable and other accrued liabilities" in the accompanying consolidated balance sheets.

        Deferred taxes are provided to reflect timing differences between the financial and tax basis of assets and liabilities and tax carryforwards using currently enacted tax rates and laws. Management believes it is more likely than not the benefit of the deferred tax assets will be realized.

        A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:

	2012			2011			2010
Balance, beginning of year	$	6,907		$	4,848		$	15,385
Additions based on tax positions related to the current year		—			2,239			—
Reductions for tax positions of prior years		(119	)		(180	)		(8,276	)
Settlements		(958	)		—			(2,261	)
Balance, end of year	$	5,830		$	6,907		$	4,848

        The total amount of unrecognized tax benefits that, if recognized, would affect the annual effective income tax rate is $1,200.

        The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2012, 2011, and 2010, the Company recognized approximately ($527), $352, and ($17,580), respectively, in interest and penalties. The Company had approximately $2,793, $3,233, and $3,271 for the expected future payment of interest and penalties accrued at December 31, 2012, 2011, and 2010, respectively.

        The Company is currently under various income tax examinations by taxing authorities for years 2003 through 2006 that are anticipated to be completed by the end of 2013. As of December 31, 2012, certain taxing authorities have proposed adjustments to the Company's transfer pricing/management service fee

F-37

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 8: INCOME TAXES (Continued)

positions. The Company anticipates that it is reasonably possible to reach a settlement with the competent authority by the end of 2013 that may result in a tax deficiency assessment for which there should be correlative relief under the competent authority. The potential tax deficiency assessments could have an effect on the Company's 2013 annual cash flows in the range of $3,000 to $4,000. The Company has provided for the unrecognized tax benefits and related competent authority recovery according to current guidance.

        The Company has not provided deferred taxes on $320,000 of undistributed earnings of non-U.S. subsidiaries at December 31, 2012, as the Company's intention continues to be to indefinitely reinvest these earnings in the non-U.S. operations.

        The President of the United States signed the American Taxpayer Relief Act of 2012 on January 2, 2013. As a result, the tax impact of this legislation is taken into account in the quarter in which the legislation is enacted by Congress and signed into law by the President. The Company will reflect the tax impact of this legislation in the first quarter of 2013 financial statements. Therefore, for 2012, the active financing income detriment of approximately $2,671 was included in December 2012 amounts. In the first quarter of 2013, the reduction of the active financing income will be made for approximately $2,671.

NOTE 9: FINANCIAL INSTRUMENTS

        The Company may elect to measure many financial instruments and certain other items at fair value. This fair value option must be applied on an instrument-by-instrument basis with changes in fair value reported in earnings. The election can be made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The Company did not elect the fair value measurement option for eligible items.

Fair-Value Hierarchy

        U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's internally-developed market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        This hierarchy requires the use of observable market data when available.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

Determination of Fair Value

        When available, the Company uses quoted market prices to determine fair value and classifies such items in Level 1. In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified in Level 2.

        If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters such as interest rates, currency rates, or yield curves. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

        The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models and the key inputs to those models, as well as any significant assumptions.

Derivatives

        The Company utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the exposure being hedged and are designated as a hedge at the inception of the derivative contract. The Company does not hold or issue derivative or other financial instruments for speculative purposes. The credit risk for the interest rate hedges is reduced through diversification among counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified in Level 2 or 3 of the fair value hierarchy. The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.

Interest Rate Derivatives

        The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated in cash flow hedging relationships are being used by the Company to mitigate the risk of rising interest rates related to the current short-term debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments, to the extent that the hedge relationship has been effective, are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which the Company recognizes interest expense on the related debt. Ineffectiveness recognized related to these hedging relationships was not significant for the years ended December 31, 2012, 2011 and 2010. These amounts are recorded in "Other expenses" in the consolidated statements of income. The maximum length of time over which the Company is hedging its interest rate exposure through the use of derivative instruments designated in cash flow hedge relationships is 52 months. The after-tax losses deferred in accumulated other comprehensive income that will be recognized in interest expense over the next 12 months are approximately $3,786.

        The Company also enters into offsetting interest rate derivatives with substantially similar economic terms that are not designated as hedging instruments to mitigate interest rate risk related to the

F-39

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

Company's committed asset-backed facilities. These facilities require the Company to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, the Company enters into a compensating position. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the years ended December 31, 2012, 2011 and 2010.

        Most of the Company's interest rate derivatives are considered Level 2. The fair market value of these derivatives is calculated using market data input for forecasted benchmark interest rates and can be compared to actively traded derivatives. The future notional amount of some of the Company's interest rate derivatives is not known in advance. These derivatives are considered Level 3 derivatives. The fair market value of these derivatives is calculated using market data input and a forecasted future notional balance. The total notional amount of the Company's interest rate derivatives was approximately $1,926,633 and $1,602,710 at December 31, 2012 and 2011, respectively. The thirteen-month average notional amounts as of December 31, 2012 and 2011 were $3,166,466 and $3,901,033, respectively.

Foreign Exchange Contracts

        The Company uses forwards to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and are not designated as hedging instruments. The changes in the fair value of these instruments are recognized directly as income in "Other expenses" and are expected to offset the foreign exchange gains or losses on the exposures being managed.

        All of the Company's foreign exchange derivatives are considered Level 2 as the fair value is calculated using market data input and can be compared to actively traded derivatives.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

Financial Statement Impact of the Company's Derivatives

        The fair values of the Company's derivatives as of December 31, 2012 and 2011 in the consolidated balance sheets are recorded as follows:

	2012		2011
Derivatives Designated as Hedging Instruments:
Other assets:
Interest rate derivatives	$	—	$	80
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	—	$	19
Derivatives Not Designated as Hedging Instruments:
Other assets:
Interest rate derivatives	$	2,788	$	3,518
Foreign exchange contracts		15		—
Total	$	2,803	$	3,518
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	2,744	$	3,585
Foreign exchange contracts		20		—
Total	$	2,764	$	3,585

        The location on the consolidated statements of income and impact of the Company's derivatives for the year ended December 31, 2012, 2011 and 2010 are as follows:

	2012			2011			2010
Fair Value Hedges
Interest rate derivatives—Other expenses	$	—		$	—		$	(3,499	)
Cash Flow Hedges
Recognized in accumulated other comprehensive income (effective portion)
Interest rate derivatives	$	(254	)	$	(19,818	)	$	(26,268	)
Reclassified from accumulated other comprehensive income (effective portion)
Interest rate derivatives—Interest expense to third parties		(6,971	)		(17,191	)		(33,925	)
Recognized directly in income (ineffective portion)
Interest rate derivatives—Other expenses		20			(278	)		(552	)
Not Designated as Hedges
Interest rate derivatives—Other expenses	$	(53	)	$	(751	)	$	—
Foreign exchange contracts—Other expenses		5			—			—

F-41

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

Retained Interests

        For transactions that are considered sales and are off-book, the Company carries retained interests at estimated fair value, which is determined by discounting the projected cash flows over the expected life of the assets sold in connection with such transactions using prepayment, default, loss and interest rate assumptions. The Company recognizes declines in the value of its retained interests, and resulting charges to income or equity, when the fair value is less than the carrying value. The portion of the decline, from discount rates exceeding those in the initial transaction is charged to equity. All other credit-related declines are charged to income. Retained interests in securitized assets are classified in Level 3 of the fair value hierarchy. Assumptions used to determine fair values of retained interests are based on internal evaluations that include constant prepayment rates, annual credit loss rates and discount rates. Although the Company believes its methodology is reasonable, actual results could differ from its expectations. As of December 31, 2012 and 2011, retained interests in securitized assets are $9,271 and $17,289, respectively.

Items Measured at Fair Value on a Recurring Basis

        The following tables present for each of the fair-value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2012 and 2011:

	Level 2				Level 3				Total
	2012		2011		2012		2011		2012		2011
Assets
Interest rate derivatives	$	2,788	$	3,438	$	—	$	160	$	2,788	$	3,598
Foreign exchange contracts		15		—		—		—		15		—
Retained interests		—		—		9,271		17,289		9,271		17,289
Total assets	$	2,803	$	3,438	$	9,271	$	17,449	$	12,074	$	20,887
Liabilities
Interest rate derivatives	$	2,744	$	3,459	$	—	$	145	$	2,744	$	3,604
Foreign exchange contracts		20		—		—		—		20		—
Total liabilities	$	2,764	$	3,459	$	—	$	145	$	2,764	$	3,604

        There were no transfers between Level 1, Level 2 and Level 3 hierarchy levels.

F-42

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

        The following table presents the changes in the Level 3 fair-value category for the years ended December 31, 2012, 2011 and 2010:

	Retained Interests			Derivative Financial Instruments
Balance at January 1, 2010	$	968,371		$	(1,645	)
Total gains or losses (realized/unrealized):
Impact from accounting change		(475,302	)		(24,316	)
Impact from accounting change—collateralized wholesale receivables		(394,037	)		—
Included in earnings		1,130			20,586
Included in other comprehensive income (loss)		5,706			—
Settlements		(67,954	)		—
Balance at January 1, 2011	$	37,914		$	(5,375	)
Total gains or losses (realized/unrealized):
Included in earnings		299			5,390
Included in other comprehensive income (loss)		1,183			—
Settlements		(22,107	)		—
Balance at December 31, 2011	$	17,289		$	15
Total gains or losses (realized/unrealized):
Included in earnings		1,005			65
Included in other comprehensive income (loss)		1,635			(80	)
Settlements		(10,658	)		—
Balance at December 31, 2012	$	9,271		$	—

Fair Value of Other Financial Instruments

        The carrying amount of cash and cash equivalents, restricted cash, floating-rate affiliated accounts and notes receivable, floating-rate short-term debt, interest payable, floating-rate affiliated debt and floating-rate long-term debt was assumed to approximate its fair value.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 9: FINANCIAL INSTRUMENTS (Continued)

Financial Instruments Not Carried at Fair Value

        The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of December 31, 2012 and 2011 are as follows:

	2012				2011
	Carrying Amount		Estimated Fair Value*		Carrying Amount		Estimated Fair Value*
Receivables	$	10,732,276	$	11,074,646	$	9,386,549	$	9,710,124
Affiliated debt	$	864,032	$	864,032	$	819,270	$	823,028
Long-term debt	$	6,321,551	$	6,451,544	$	4,587,773	$	4,648,139

*

Under the fair value hierarchy, all measurements are Level 2.

Financial Assets

        The fair value of receivables was generally determined by discounting the estimated future payments using a discount rate which includes an estimate for credit risk.

Financial Liabilities

        The fair values of fixed-rate affiliated and fixed-rate long-term debt were based on current market quotes for identical or similar borrowings and credit risk.

NOTE 10: ACCUMULATED OTHER COMPREHENSIVE INCOME

        Comprehensive income and its components are presented in the consolidated statements of comprehensive income. The components of accumulated other comprehensive income as of December 31, 2012 and 2011 are as follows:

	2012			2011
Cumulative foreign currency translation adjustment	$	58,920		$	43,836
Pension liability adjustment net of taxes of $3,286 and $3,267, respectively		(5,548	)		(5,394	)
Unrealized gains on retained interests net of taxes of $1,136 and $1,959, respectively		1,876			3,234
Unrealized loss on derivative financial instruments net of taxes of $4,619 and $6,957, respectively		(8,600	)		(12,960	)
Total	$	46,648		$	28,716

NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION

        The Company's segment data is based on disclosure requirements of accounting guidance on segment reporting, which requires financial information be reported on the basis that is used internally for measuring segment performance. The Company's reportable segments are strategic business units that are

F-44

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

organized around differences in geographic areas. Each segment is managed separately as they require different knowledge of regulatory environments and marketing strategies. The operating segments offer primarily the same services within each of the respective segments.

        A summary of the Company's reportable segment information is as follows:

	2012			2011		2010
Revenues
United States	$	644,900		$	641,252	$	681,698
Canada		192,196			189,747		181,853
Eliminations		(3,092	)		—		—
Total	$	834,004		$	830,999	$	863,551
Interest expense
United States	$	202,208		$	207,657	$	255,316
Canada		54,957			61,177		57,716
Eliminations		(3,092	)		—		—
Total	$	254,073		$	268,834	$	313,032
Segment net income
United States	$	152,854		$	146,709	$	100,291
Canada		60,727			54,825		62,219
Eliminations		—			—		(30	)
Total	$	213,581		$	201,534	$	162,480
Depreciation and amortization
United States	$	76,145		$	78,568	$	90,041
Canada		32,757			32,978		29,246
Total	$	108,902		$	111,546	$	119,287
Expenditures for equipment on operating leases
United States	$	355,076		$	292,823	$	268,593
Canada		104,401			93,538		88,309
Total	$	459,477		$	386,361	$	356,902
Provision for credit losses
United States	$	33,875		$	28,974	$	74,370
Canada		10,703			3,879		2,024
Total	$	44,578		$	32,853	$	76,394

F-45

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

	2012			2011			2010
Segment assets
United States	$	11,016,740		$	9,654,594		$	8,683,991
Canada		2,555,140			2,358,198			2,307,319
Eliminations		(225,351	)		(111,641	)		(107,821	)
Total	$	13,346,529		$	11,901,151		$	10,883,489
Managed portfolio
United States	$	8,849,079		$	7,827,253		$	7,214,953
Canada		2,052,884			1,774,445			1,737,091
Total	$	10,901,963		$	9,601,698		$	8,952,044

NOTE 12: RELATED-PARTY TRANSACTIONS / AFFILIATED DEBT

        The Company receives compensation from CNH North America for retail installment sales contracts and finance leases that were created under certain low-rate financing programs and interest waiver programs offered to customers by CNH North America. The amount recognized from CNH North America for below-market interest rate financing is included in "Interest and other income from affiliates" in the accompanying consolidated statements of income, and was $209,952, $216,544 and $227,208 for the years ended December 31, 2012, 2011 and 2010, respectively.

        For selected operating leases, CNH North America compensates the Company for the difference between the market rental rates and the amount paid by the customer and is included in "Interest and other income from affiliates" in the accompanying consolidated statements of income. For years ended December 31, 2012, 2011 and 2010, the amount recognized from CNH North America for these operating leases is $30,376, $26,518 and $22,273, respectively.

        Similarly, for selected wholesale receivables, CNH North America compensates the Company for the difference between market rates and the amount paid by the dealer and is included in "Interest and other income from affiliates." For the years ended December 31, 2012, 2011 and 2010, the amount recognized by CNH North America for these wholesale receivables is $148,997, $135,294 and $115,353, respectively.

        The Company is also compensated for lending funds to CNH North America and other affiliates for various purposes.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 12: RELATED-PARTY TRANSACTIONS / AFFILIATED DEBT (Continued)

        The summary of the sources included in "Interest and other income from affiliates" in the accompanying consolidated statements of income at December 31, 2012, 2011, and 2010 is as follows:

	2012		2011		2010
Wholesale subsidy:
CNH North America	$	148,997	$	135,294	$	115,353
Other affiliates		2,784		1,928		—
Retail subsidy with CNH North America		209,952		216,544		227,208
Operating lease subsidy with CNH North America		30,376		26,518		22,273
Lending funds:
CNH North America		352		1,700		10,329
Other affiliates		2		22		1,220
Total interest and other income from affiliates	$	392,463	$	382,006	$	376,383

        Miscellaneous operating expenses charged by CNH America represent all personnel and administrative tasks CNH America performs on behalf of the Company.

        As of December 31, 2012 and 2011, the Company has various accounts and notes receivable and debt with the following affiliates:

	2012					2011
	Rate	Maturity		Amount		Rate	Maturity	Amount
Affiliated receivables from:
CNH America	0%		—	$	64,708	2.50%	—	$	65,335
CNH Canada Ltd.	0%		—		17,797	1.33%	—		115,816
Other affiliates	0%		—		12,874	2.50%	—		12,766
Total affiliated receivables				$	95,379			$	193,917
Affiliated debt owed to:
CNH America	3.21%		2013	$	788,381	2.50% - 3.18%	Various	$	525,927
CNH Canada Ltd.	4.05%		2013		60,651	—	—		—
Fiat	5.78% - 5.83%		2013		15,000	3.38% - 7.00%	Various		293,343
Total affiliated debt				$	864,032			$	819,270

        Accounts payable and other accrued liabilities of $15,418 and $24,221, respectively, as of December 31, 2012 and 2011, were payable to related parties. Interest expense to related affiliates was $34,512, $44,645 and $80,584, respectively, for the years ended December 31, 2012, 2011 and 2010.

        CNH Canada Ltd., an affiliated entity, owns 76,618,488 shares of preferred stock in CNH Capital Canada Ltd, one of the Company's subsidiaries. This is recorded in "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets. These shares earn dividends of LIBOR plus 1.2% per annum. The dividends are accrued annually and are recorded in "Net income attributed to the noncontrolling interest" in the consolidated statements of income. The accrued, but not declared, dividends are included in "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 13: COMMITMENTS AND CONTINGENCIES

Legal Matters

        The Company is party to various litigation matters and claims arising from its operations. Management believes that the outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position or results of operations.

Guarantees

        The Company provides payment guarantees on the financial debt of various CNH European affiliates for approximately $266,805. The guarantees are in effect for the term of the underlying funding facilities, which have various maturities through 2015.

Commitments

        As of December 31, 2012, the Company has various agreements to extend credit for the following managed portfolios:

	Total Credit Limit		Utilized		Not Utilized
Commercial revolving accounts	$	3,946,496	$	221,274	$	3,725,222
Wholesale and dealer financing	$	5,570,870	$	3,135,945	$	2,434,925

        The commercial revolving accounts are issued by the Company to retail customers for purchases of parts and services at CNH North America equipment dealers.

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

        CNH Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Capital LLC (the "Guarantor Entities"), guarantee certain indebtedness of CNH Capital LLC. As the guarantees are full, unconditional, and joint and several and as the Guarantor Entities are 100%-owned by CNH Capital LLC, the Company has included the following condensed consolidating financial information as of December 31, 2012 and 2011 and for the three years ended December 31, 2012. The condensed

F-48

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.

	Condensed Statements of Comprehensive Income for the Year Ended December 31, 2012
	CNH Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
REVENUES
Interest income on retail and other notes and finance leases	$	—		$	10,658		$	229,999		$	—		$	240,657
Interest and other income from affiliates		7,437			178,848			354,010			(147,832	)		392,463
Servicing fee income		—			82,253			137			(81,450	)		940
Rental income on operating leases		—			82,280			51,526			—			133,806
Other income		—			31,495			34,643			—			66,138
Total revenues		7,437			385,534			670,315			(229,282	)		834,004
EXPENSES
Interest expense:
Interest expense to third parties		48,848			6,838			163,875			—			219,561
Interest expense to affiliates		255			146,665			35,424			(147,832	)		34,512
Total interest expense		49,103			153,503			199,299			(147,832	)		254,073
Administrative and operating expenses:
Fees charged by affiliates		—			50,591			92,754			(81,450	)		61,895
(Benefit) provision for credit losses		—			(563	)		45,141			—			44,578
Depreciation of equipment on operating leases		—			65,107			42,729			—			107,836
Other expenses		1			32,999			2,929			—			35,929
Total administrative and operating expenses		1			148,134			183,553			(81,450	)		250,238
Total expenses		49,104			301,637			382,852			(229,282	)		504,311
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(41,667	)		83,897			287,463			—			329,693
Income tax (benefit) provision		(16,327	)		33,663			98,776			—			116,112
Equity in income of consolidated subsidiaries accounted for under the equity method		237,276			187,042			—			(424,318	)		—
NET INCOME		211,936			237,276			188,687			(424,318	)		213,581
Net income attributed to noncontrolling interest		—			—			(1,645	)		—			(1,645	)
NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	211,936		$	237,276		$	187,042		$	(424,318	)	$	211,936
COMPREHENSIVE INCOME	$	229,868		$	255,208		$	204,003		$	(457,566	)	$	231,513
Comprehensive income attributed to noncontrolling interest		—			—			(1,645	)		—			(1,645	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	229,868		$	255,208		$	202,358		$	(457,566	)	$	229,868

F-49

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Balance Sheets as of December 31, 2012
	CNH Capital LLC		Guarantor Entities			All Other Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	257,001		$	528,912	$	—		$	785,913
Restricted cash		—		100			727,086		—			727,186
Receivables, less allowance for credit losses		—		1,136,838			9,595,438		—			10,732,276
Retained interests in securitized receivables		—		5,368			8,248		(4,345	)		9,271
Affiliated accounts and notes receivable		1,357,013		1,970,680			1,380,472		(4,612,786	)		95,379
Equipment on operating leases, net		—		430,599			323,772		—			754,371
Equipment held for sale		—		39,455			7,195		—			46,650
Investments in consolidated subsidiaries accounted for under the equity method		1,462,859		1,740,138			—		(3,202,997	)		—
Goodwill and intangible assets		—		86,095			36,130		—			122,225
Other assets		21,765		(14,998	)		66,491		—			73,258
TOTAL	$	2,841,637	$	5,651,276		$	12,673,744	$	(7,820,128	)	$	13,346,529
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	—	$	110,557		$	4,119,680	$	—		$	4,230,237
Accounts payable and other accrued liabilities		15,194		1,791,778			1,112,745		(2,472,419	)		447,298
Affiliated debt		—		2,146,670			862,074		(2,144,712	)		864,032
Long-term debt		1,400,000		139,412			4,782,139		—			6,321,551
Total liabilities		1,415,194		4,188,417			10,876,638		(4,617,131	)		11,863,118
Stockholder's equity		1,426,443		1,462,859			1,797,106		(3,202,997	)		1,483,411
TOTAL	$	2,841,637	$	5,651,276		$	12,673,744	$	(7,820,128	)	$	13,346,529

F-50

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Cash Flows for the Year Ended December 31, 2012
	CNH Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) from operating activities	$	(740,547	)	$	(1,069,674	)	$	915,730		$	1,421,072		$	526,581
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—			(15,802,666	)		(17,733,851	)		13,897,290			(19,639,227	)
Collections of receivables		—			15,499,698			16,703,466			(13,897,223	)		18,305,941
Decrease in restricted cash		—			—			43,589			—			43,589
Purchase of equipment on operating leases, net		—			(118,412	)		(91,186	)		—			(209,598	)
Other investing activities		—			(2,300	)		(14	)		—			(2,314	)
Net cash from (used in) investing activities		—			(423,680	)		(1,077,996	)		67			(1,501,609	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		(9,453	)		1,543,710			(69,879	)		(1,421,139	)		43,239
Net increase (decrease) in indebtedness		750,000			(99,563	)		473,172			—			1,123,609
Net cash from financing activities		740,547			1,444,147			403,293			(1,421,139	)		1,166,848
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			(49,207	)		241,027			—			191,820
CASH AND CASH EQUIVALENTS:
Beginning of period		—			306,208			287,885			—			594,093
End of period	$	—		$	257,001		$	528,912		$	—		$	785,913

F-51

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Comprehensive Income for the Year Ended December 31, 2011
	CNH Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
REVENUES
Interest income on retail and other notes and finance leases	$	—		$	17,089		$	221,241		$	—		$	238,330
Interest and other income from affiliates		—			153,927			346,146			(118,067	)		382,006
Servicing fee income		—			72,087			514			(70,854	)		1,747
Rental income on operating leases		—			85,346			52,383			—			137,729
Other income		—			29,237			41,950			—			71,187
Total revenues		—			357,686			662,234			(188,921	)		830,999
EXPENSES
Interest expense:
Interest expense to third parties		8,184			(755	)		216,760			—			224,189
Interest expense to affiliates		190			131,869			30,653			(118,067	)		44,645
Total interest expense		8,374			131,114			247,413			(118,067	)		268,834
Administrative and operating expenses:
Fees charged by affiliates		—			50,055			83,744			(70,854	)		62,945
Provision for credit losses		—			31,463			1,390			—			32,853
Other than temporary impairment		—			30			785			—			815
Depreciation of equipment on operating leases		—			66,279			44,035			—			110,314
Other expenses		1			29,213			6,437			—			35,651
Total administrative and operating expenses		1			177,040			136,391			(70,854	)		242,578
Total expenses		8,375			308,154			383,804			(188,921	)		511,412
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(8,375	)		49,532			278,430			—			319,587
Income tax (benefit) provision		(3,282	)		18,830			102,505			—			118,053
Equity in income of consolidated subsidiaries accounted for under the equity method		205,139			174,437			—			(379,576	)		—
NET INCOME		200,046			205,139			175,925			(379,576	)		201,534
Net income attributed to noncontrolling interest		—			—			(1,488	)		—			(1,488	)
NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	200,046		$	205,139		$	174,437		$	(379,576	)	$	200,046
COMPREHENSIVE INCOME	$	183,120		$	188,213		$	160,064		$	(346,789	)	$	184,608
Comprehensive income attributed to noncontrolling interest		—			—			(1,488	)		—			(1,488	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	183,120		$	188,213		$	158,576		$	(346,789	)	$	183,120

F-52

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Balance Sheets as of December 31, 2011
	CNH Capital LLC		Guarantor Entities		All Other Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	306,208	$	287,885	$	—		$	594,093
Restricted cash		—		100		767,259		—			767,359
Receivables, less allowance for credit losses		—		834,392		8,552,157		—			9,386,549
Retained interests in securitized receivables		—		6,464		15,103		(4,278	)		17,289
Affiliated accounts and notes receivable		641,566		1,184,507		1,436,347		(3,068,503	)		193,917
Equipment on operating leases, net		—		377,294		270,323		—			647,617
Equipment held for sale		—		27,106		5,025		—			32,131
Investments in consolidated subsidiaries accounted for under the equity method		1,203,432		1,567,061		—		(2,770,493	)		—
Goodwill and intangible assets		—		84,720		35,369		—			120,089
Other assets		13,588		33,283		95,236		—			142,107
TOTAL	$	1,858,586	$	4,421,135	$	11,464,704	$	(5,843,274	)	$	11,901,151
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	—	$	160,200	$	4,635,835	$	—		$	4,796,035
Accounts payable and other accrued liabilities		6,777		2,265,212		528,047		(2,349,208	)		450,828
Affiliated debt		9,453		602,960		930,430		(723,573	)		819,270
Long-term debt		650,000		189,331		3,748,442		—			4,587,773
Total liabilities		666,230		3,217,703		9,842,754		(3,072,781	)		10,653,906
Stockholder's equity		1,192,356		1,203,432		1,621,950		(2,770,493	)		1,247,245
TOTAL	$	1,858,586	$	4,421,135	$	11,464,704	$	(5,843,274	)	$	11,901,151

F-53

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Cash Flows for the Year Ended December 31, 2011
	CNH Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) from operating activities	$	(653,183	)	$	859,941		$	235,827		$	22,517		$	465,102
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—			(14,454,152	)		(15,762,983	)		12,180,227			(18,036,908	)
Proceeds from sales and collections of receivables		—			14,525,124			14,871,686			(12,179,172	)		17,217,638
Purchase of equipment on operating leases, net		—			(84,523	)		(63,813	)		—			(148,336	)
Other investing activities		—			(933	)		1,986			—			1,053
Net cash (used in) from investing activities		—			(14,484	)		(953,124	)		1,055			(966,553	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		3,183			(683,368	)		(38,753	)		(23,572	)		(742,510	)
Net increase in indebtedness		650,000			28,832			823,430			—			1,502,262
Dividends to CNH America LLC		—			(85,000	)		—			—			(85,000	)
Net cash from (used in) financing activities		653,183			(739,536	)		784,677			(23,572	)		674,752
INCREASE IN CASH AND CASH EQUIVALENTS		—			105,921			67,380			—			173,301
CASH AND CASH EQUIVALENTS:
Beginning of period		—			200,287			220,505			—			420,792
End of period	$	—		$	306,208		$	287,885		$	—		$	594,093

F-54

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Comprehensive Income for the Year Ended December 31, 2010
	CNH Capital LLC			Guarantor Entities		All Other Subsidiaries			Eliminations			Consolidated
REVENUES
Interest income on retail and other notes and finance leases	$	—		$	22,272	$	245,279		$	—		$	267,551
Interest and other income from affiliates		—			153,814		306,906			(84,337	)		376,383
Gain on retail notes, wholesale receivables and commercial revolving accounts sold		—			38		—			—			38
Servicing fee income		—			68,145		1,419			(66,224	)		3,340
Rental income on operating leases		—			105,844		35,145			—			140,989
Other income		—			30,695		44,555			—			75,250
Total revenues		—			380,808		633,304			(150,561	)		863,551
EXPENSES
Interest expense:
Interest expense to third parties		—			20,296		212,152			—			232,448
Interest expense to affiliates		155			121,999		42,767			(84,337	)		80,584
Total interest expense		155			142,295		254,919			(84,337	)		313,032
Administrative and operating expenses:
Fees charged by affiliates		—			50,613		77,075			(66,224	)		61,464
Provision for credit losses		—			70,981		5,413			—			76,394
Other than temporary impairment of retained interests		—			—		4,108			—			4,108
Depreciation of equipment on operating leases		—			87,838		30,010			—			117,848
Other expenses		1			27,208		15,949			—			43,158
Total administrative and operating expenses		1			236,640		132,555			(66,224	)		302,972
Total expenses		156			378,935		387,474			(150,561	)		616,004
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(156	)		1,873		245,830			—			247,547
Income tax (benefit) provision		(62	)		1,303		83,826			—			85,067
Equity in income of consolidated subsidiaries accounted for under the equity method		160,713			160,143		—			(320,856	)		—
NET INCOME		160,619			160,713		162,004			(320,856	)		162,480
Net income attributed to noncontrolling interest		—			—		(1,861	)		—			(1,861	)
NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	160,619		$	160,713	$	160,143		$	(320,856	)	$	160,619
COMPREHENSIVE INCOME	$	189,635		$	189,729	$	188,666		$	(376,534	)	$	191,496
Comprehensive income attributed to noncontrolling interest		—			—		(1,861	)		—			(1,861	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC	$	189,635		$	189,729	$	186,805		$	(376,534	)	$	189,635

F-55

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Cash Flows for the Year Ended December 31, 2010
	CNH Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) from operating activities	$	(155	)	$	692,810		$	(275,287	)	$	(60,341	)	$	357,027
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—			(12,375,373	)		(13,766,266	)		10,407,997			(15,733,642	)
Proceeds from sales and collections of receivables		—			12,318,165			13,545,171			(10,407,997	)		15,455,339
Decrease (increase) in restricted cash		—			1,992			(148,340	)		—			(146,348	)
Purchase (disposal)of equipment on operating leases, net		—			14,365			(145,406	)		—			(131,041	)
Other investing activities		—			(1,199	)		—			—			(1,199	)
Net cash from (used in) investing activities		—			(42,050	)		(514,841	)		—			(556,891	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		155			(314,591	)		(220,583	)		(20,931	)		(555,950	)
Net increase in indebtedness		—			4,870			1,068,721			—			1,073,591
Issuance of common stock		—			—			1			(1	)		—
Redemption of paid in capital		—			—			(81,273	)		81,273			—
Dividends to CNH America LLC		—			(295,000	)		—			—			(295,000	)
Net cash from (used in) financing activities		155			(604,721	)		766,866			60,341			222,641
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			46,039			(23,262	)		—			22,777
CASH AND CASH EQUIVALENTS:
Beginning of period		—			154,248			243,767			—			398,015
End of period	$	—		$	200,287		$	220,505		$	—		$	420,792

F-56

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 15: SUPPLEMENTAL QUARTERLY INFORMATION (UNAUDITED)

	For the Year Ended December 31, 2012
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Fiscal Year
Revenues	$	203,263		$	206,565		$	211,059		$	213,117		$	834,004
Interest expense		65,316			63,574			61,514			63,669			254,073
Administrative and operating expenses		49,507			57,935			62,171			80,625			250,238
Income tax provision		30,877			30,484			30,423			24,328			116,112
Net income attributable to noncontrolling interest		(364	)		(388	)		(474	)		(419	)		(1,645	)
Net income attributable to CNH Capital LLC	$	57,199		$	54,184		$	56,477		$	44,076		$	211,936

	For the Year Ended December 31, 2011
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
Revenues	$	205,822	$	207,683	$	207,299	$	210,195	$	830,999
Interest expense		69,990		69,316		63,808		65,720		268,834
Administrative and operating expenses		51,347		59,468		60,375		71,388		242,578
Income tax provision		31,252		28,252		30,259		28,290		118,053
Net income attributable to noncontrolling interest		411		394		295		388		1,488
Net income attributable to CNH Capital LLC	$	52,822	$	50,253	$	52,562	$	44,409	$	200,046

NOTE 16: RETROSPECTIVE ADOPTION OF ACCOUNTING STANDARDS

        Under a registration rights agreement executed in connection with the November 2011 private offering of $500,000 in aggregate principal amount of its 6.250% notes described in Note 7, the Company was required to file a registration statement with the Securities and Exchange Commission with respect to an offer to exchange such notes for publicly registered notes. Therefore, the Company began to follow U.S. GAAP applicable to public companies as defined by the applicable accounting standards and related Securities and Exchange Commission regulations. As a result, the Company retrospectively adopted the following accounting policies in these consolidated financial statements.

Condensed Consolidating Financial Information

        The disclosure requirements related to financial statements of guarantors and issuers of guaranteed securities registered or being registered was applied to all periods presented (see Note 14).

Income Tax Accounting

        The Company adopted the accounting standards that require the entity to calculate its tax provision on the separate return basis as if the entity had not been eligible to be included in a consolidated tax return with its parent. Previously, the Company's subsidiaries that were structured as limited liability companies

F-57

CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

NOTE 16: RETROSPECTIVE ADOPTION OF ACCOUNTING STANDARDS (Continued)

did not record an income tax provision. This accounting methodology has been applied to the consolidated financial statements and related disclosures for all periods presented.

Comprehensive Income

        As indicated in "Note 2: Summary of Significant Accounting Policies", the Company has adopted new accounting guidance in 2011 on the presentation of comprehensive income. This has resulted in the Company presenting a separate statement of comprehensive income for all periods presented.

NOTE 17: SUBSEQUENT EVENT

        On February 21, 2013, the Company, through a bankruptcy-remote trust, issued $1,252,282 of amortizing asset-backed notes secured by U.S. retail loan contracts.

F-58