UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 33-80775-01
Case Credit Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
76-0394710
(I.R.S. Employer Identification No.)
233 Lake Ave., Racine, WI 53403
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (262) 636-6011
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.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $5.00 per share: 200 shares outstanding as of March
30, 2001, all of which are owned by CNH Capital Corporation.
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 the reduced
disclosure format permitted by General Instruction I of Form 10-K.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business................................................................................. 4
Item 2. Properties............................................................................... 6
Item 3. Legal Proceedings........................................................................ 6
Item 4. Submission of Matters to a Vote of Security Holders...................................... 6*
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters................ 7
Item 6. Selected Financial Data.................................................................. 7*
Item 7. Management's Analysis of Results of Operations........................................... 7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk............................... 11
Item 8. Financial Statements and Supplementary Data.............................................. 13
Index to Financial Statements of Case Credit Corporation and Consolidated Subsidiaries... 13
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..... 40
PART III
Item 10. Directors and Executive Officers of the Registrant....................................... 41*
Item 11. Executive Compensation................................................................... 41*
Item 12. Security Ownership of Certain Beneficial Owners and Management........................... 41*
Item 13. Certain Relationships and Related Transactions........................................... 41*
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 6-K.......................... 41
Financial Statements Included in Item 8.................................................. 41
Index to Financial Statements and Schedule Included in Item 14........................... 41
Schedules Omitted as Not Required or Inapplicable........................................ 41
Exhibits................................................................................. 41
Reports on Form 6-K...................................................................... 41
* No response to this item is included herein for the reason that it is
inapplicable, is not required pursuant to General Instruction I of Form 10-K,
or the answer to such item is negative.
2
* * * * *
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
The information included in this report contains certain forward-looking
statements and involves risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements.
Case Credit's outlook is predominantly based on its interpretation of what
it considers key economic assumptions. Crop production and commodity prices are
strongly affected by weather and can fluctuate significantly. Housing starts and
other construction activity are sensitive to interest rates and government
spending. Some of the other significant factors for Case Credit include general
economic and capital market conditions, the cyclical nature of its business,
foreign currency movements, Case Credit's and its customers' access to credit,
political uncertainty and civil unrest in various areas of the world, pricing,
product initiatives and other actions taken by competitors, disruptions in
production capacity, excess inventory levels, the effect of changes in laws and
regulations (including government subsidies and international trade
regulations), the effect of conversion to the Euro, technological difficulties,
changes in environmental laws, and employee and labor relations. Additionally,
CNH Global N.V.'s achievement of the anticipated benefits of the merger of New
Holland and Case, including the realization of expected annual operating
synergies, depends upon, among other things, its ability to integrate
effectively the operations and employees of New Holland and Case, and to execute
its multi-branding strategy. Further information concerning factors that could
significantly impact expected results is included in Management's Analysis of
Results of Operations.
3
PART I.
Item 1. Business.
General
Case Credit Corporation is a subsidiary of CNH Capital Corporation ("CNH
Capital"), formerly Case Capital. CNH Capital, a wholly owned subsidiary of
Case Corporation ("Case"), provides broad-based financial services for the
global marketplace. Case is a wholly owned subsidiary of CNH Global N.V.
("CNH"). Through Fiat Netherlands Holding N.V. ("Fiat Netherlands Holding"),
formerly New Holland Holdings N.V., Fiat S.p.A. ("Fiat") owns approximately
84.5% of CNH's outstanding common shares.
Case Credit Corporation, its wholly owned operating subsidiaries, Case
Credit Ltd. (Canada) and Case Credit Australia Pty Ltd, and Case Credit
Corporation's joint ventures, Case Credit Europe S.A.S. and UzCaseagroleasing
(collectively, "Case Credit") provide and administer financing for the retail
purchase or lease of new and used Case and other agricultural and construction
equipment. Case Credit offers various types of retail financing to end-use
customers to facilitate the sale or lease of Case products in the United States,
Canada, Australia, Europe, Argentina, and Uzbekistan. Case Credit's business
principally involves purchasing retail installment sales and finance lease
contracts from Case dealers. In addition, Case Credit facilitates and finances
the sale of insurance products to retail customers, and purchases retail
installment and finance lease contracts from non-Case dealers in North America.
Case Credit purchases equipment from dealers that is leased to retail customers
under operating lease agreements. In North America, customers use Case Credit's
private-label credit card to purchase parts, service, rentals, implements and
attachments from Case dealers. Case Credit also provides financing options to
Case's dealers for a variety of purposes including equipment rental yards,
inventory, working capital, real estate acquisitions, construction and
remodeling, business acquisitions, dealer systems, and service and maintenance
equipment.
Case Credit's business is dependent on the ability of Case and its dealers
to generate sales and leasing activity, the willingness of customers to enter
into financing transactions with Case Credit and the availability of funds to
Case Credit to finance such transactions. Numerous factors affect the ability of
Case and its dealers to sell agricultural and construction equipment and thereby
generate retail receivables, including:
. the general level of activity in the agricultural and construction
industries;
. the rate of North American agricultural production and demand;
. weather conditions;
. commodity prices;
. consumer confidence;
. government subsidies for the agricultural sector;
. prevailing levels of construction (especially housing starts); and
. levels of total industry capacity and equipment inventory.
In addition, changes in market interest rates, which in turn are related to
general economic and capital market conditions, demand for credit, inflation,
governmental policies and other factors, affect Case's business.
Case Credit obtains funding for its operations from a variety of sources
including the sale of receivables in asset-backed securitization ("ABS")
transactions; affiliated debt, bank credit facilities, earnings retained in the
business when available, and advances and equity capital from Case. Case Credit
sells substantial amounts of retail receivables in ABS transactions that
typically involve the sale of a pool of retail installment sales contracts to
limited-purpose business trusts or similar securitization entities. Case Credit
remains as servicer of these receivables, for which it is paid a servicing fee.
4
Case Credit Corporation was incorporated in Delaware on January 26, 1993.
The principal offices of Case Credit are located in a leased facility at 233
Lake Avenue, Racine, Wisconsin 53403.
Business of Case Corporation
Case is a leading worldwide designer, manufacturer, marketer and
distributor of farm equipment and light to medium-sized construction equipment,
and offers a broad array of financial products and services through CNH Capital,
Case's financial services business. Case has a strong market position in several
product categories including loader/backhoes, skid steer loaders, large, high-
horsepower farm tractors and self-propelled combines.
In 2000, Case's sales of farm and construction equipment represented 90% of
total revenues, and financing operations accounted for 10% of total revenues. In
2000, Case's sales of farm equipment represented 58% of revenues from equipment
sales, and sales of construction equipment represented 42% of revenues from
equipment sales.
Relationship with Case Corporation
CNH Capital owns all of Case Credit's common stock. CNH Capital is a wholly
owned subsidiary of Case. Case provides CNH Capital with operational and
financial support. This support is integral to the conduct of Case Credit's
business.
Employee Benefits, Intercompany Services and Tax Sharing
Case Credit and Case have entered into agreements relating to, among other
things, various employee benefit plans covering Case Credit's staff that Case
administers and Case Credit's reimbursement of Case and CNH Capital for its
staff and corporate services expenses. Case Credit has also entered into tax
sharing arrangements with Case.
Special Marketing Programs
In conjunction with Case, Case dealers and other manufacturers and their
dealers, Case Credit periodically offers below-market interest rate and waived
interest rate financing to customers as part of its marketing strategy. When
Case Credit acquires retail installment sales contracts and finance leases
subject to below-market interest rate and waived interest rate financing, Case,
Case dealers and other manufacturers compensate Case Credit for the difference
between market interest rates and the amounts received by Case Credit. Case
Credit refers to these amounts, collectively, as "financing subsidies." These
participating manufacturers, rather than Case Credit, currently bear the full
cost of these financing subsidies. Case Credit receives payment from these
manufacturers for the present value of the difference between the market rate
and the customer rate. Case Credit recognizes financing subsidies as income
over the term of the related financing contracts. If Case Credit subsequently
sells any of these contracts, Case Credit recognizes the related financing
subsidy on that contract as part of the gain on retail notes sold.
Dividends
Case Credit did not pay dividends in 2000, 1999, or 1998.
Support Agreement
Case Credit and Case have entered into a Support Agreement. The Support
Agreement provides, among other things, that Case will remain, directly or
indirectly, the sole owner of all of the voting stock of Case Credit. The
Support Agreement also provides that Case will make quarterly payments to Case
Credit to the extent necessary to ensure that Case Credit's consolidated pre-tax
earnings available for fixed charges equal at least 1.10 times Case Credit's
fixed charges in all periods composed of four consecutive fiscal quarters. The
Support Agreement does not provide for any direct or indirect guarantee by Case
of any indebtedness, liability or other obligation of Case Credit. Either Case
or Case Credit may modify or amend the Support Agreement, and the parties may
also terminate the Support Agreement upon 30 days' prior written notice. The
Support Agreement further provides that the parties must send a copy of any
modification, amendment or notice of termination to
5
Moody's Investors Service, Inc., Standard & Poor's Ratings Group, and any other
nationally recognized statistical rating organizations then rating the debt of
Case Credit. Any such amendment or termination will become effective if:
(1) Moody's and S&P confirm in writing that their ratings on Case
Credit debt then rated or capable of being rated by them would not be
downgraded or withdrawn as a result of such modification, amendment or
termination,
(2) the modification, amendment or notice of termination provides that
the Support Agreement will continue in effect with respect to debt of Case
Credit outstanding on the effective date of that modification, amendment or
termination, or
(3) the holders of at least a majority of the aggregate unpaid
principal amount of all outstanding debt of Case Credit with an original
maturity in excess of 270 days consent in writing, so long as the holders
of debt of Case Credit having an original maturity of 270 days or less
shall continue to have the benefit of the Support Agreement until the
maturity of such debt.
Under the terms of the Support Agreement, no portion of any debt is
"outstanding" if that debt has been, or is deemed to have been, discharged and
not outstanding in accordance with the indenture or other governing instrument
defining the rights of the holders of that debt.
The calculation of pre-tax earnings available for fixed charges under the
Support Agreement differs from the calculation of the ratio of earnings to fixed
charges mandated under the rules and regulations of the Securities and Exchange
Commission. Under the Support Agreement, the definition of "earnings" is before
the deduction for depreciation and includes all cash, extraordinary, non-
recurring items of income or expense (other than cash debt defeasance costs).
Under the Securities and Exchange Commission's rules and regulations, the
definition of "earnings" does not include these items. Through the date of this
report, Case has not been required to make any payment to meet its commitments
under the Support Agreement.
Item 2. Properties.
Case Credit does not own any real estate. Its principal executive offices
are located in a leased facility at 233 Lake Avenue, Racine, WI 53403.
As of December 31, 2000, Case Credit had additional offices in or near
Memphis, Tennessee; Dallas, Texas; Minneapolis, Minnesota; Lake Forest,
Illinois; Toronto, Ontario; Seattle, Washington; Tashkent, Uzbekistan; New
Holland, Pennsylvania; Calgary, Alberta; and St. Mary's, Australia.
Item 3. Legal Proceedings.
Case Credit is the subject to various legal claims arising from its
operations. Management is of the opinion that the resolution of these claims,
individually and in the aggregate, will not have a material adverse effect on
Case Credit's financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
Information for this Item 4 is not required pursuant to General Instruction
I(2) of Form 10-K.
6
Part II.
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
As of December 31, 2000, all of the Company's common stock was owned by CNH
Capital and was not publicly traded. CNH Capital is a wholly owned subsidiary of
Case Corporation. Case Corporation is a wholly owned subsidiary of CNH Global
N.V. Through Fiat Netherlands Holding N.V., formerly New Holland Holdings N.V.,
Fiat owns approximately 84.5% of CNH's outstanding common shares.
The Company did not pay dividends in 2000, 1999, or 1998.
Item 6. Selected Financial Data.
Information for Item 6 is not required pursuant to General Instruction I(2)
of Form 10-K.
Item 7. Management's Analysis of Results of Operations.
Presentation and Results of Operations
On November 12, 1999, New Holland N.V. acquired Case for $4.6 billion in
cash, including related costs and expenses. Of the total purchase price, $674
million was allocated to Case Credit. This acquisition was accounted for as a
purchase and, accordingly, the purchase price was allocated to the assets and
liabilities of Case Credit based upon their respective estimated fair values,
including identifiable intangibles, with the remainder allocated to goodwill.
The allocation of the purchase price resulted in goodwill of approximately $129
million, which is amortized on a straight-line basis over 20 years. For detailed
discussion of the effects of purchase accounting on other balance sheet
categories, see Note 3 to the Consolidated Financial Statements. The effects of
adjustments, other than goodwill, will be amortized in the Consolidated
Statements of Income over a period estimated to be from one to eight years.
In conjunction with the merger, CNH Capital's management assessed and
formulated a plan to integrate the operations of the Case and New Holland
finance businesses at the time that the original purchase price allocation was
made in 1999. In October 2000 the Company finalized the plans made in
conjunction with the merger and recorded approximately $1 million of
restructuring liabilities related to the Case Credit business, resulting in
additional goodwill.
The amounts presented below for 1999 include amounts for the post-
acquisition period November 12 through December 31, 1999, and for the pre-
acquisition period prior to November 12, 1999.
2000 Compared to 1999
Net Income
Case Credit recorded a net loss of $8 million in 2000, as compared to net
income of $61 million in 1999. The $69 million decrease in net income is
attributable to increased loan loss provisions, amortization expense resulting
from purchase accounting adjustments related to the merger of Case and New
Holland, increased interest expense, and lower gains on asset-backed
securitizations resulting from a rising interest rate environment, increased
loss rate assumptions and valuation adjustments to the Company's retained
interests in retail securitizations.
Revenues
Case Credit reported total revenues of $442 million for 2000, an increase
of $3 million or 1% over the $439 million of revenues reported for 1999. Net
gain on retail notes sold decreased 29% to $36 million as compared to $51
million for 1999 due to a rising interest rate environment and increased loss
rate assumptions used to calculate the gain on sale. This was partially offset
by an increase in operating lease income of $9 million to a total of $111
million for 2000, reflecting the growth in Case Credit's operating lease
portfolio, and an increase of $6 million to a total of $46 million of interest
income from Case related to the purchase of additional receivable portfolios.
7
Expenses
Operating expenses for Case Credit increased $77 million to a total of $232
million in 2000, as compared to $155 million in 1999. This increase primarily
resulted from a $72 million increase in Case Credit's provision for credit
losses as a result of sustained weakness in the farm economy, and the impact of
portfolio diversification into markets that have historically had higher loss
rates than Case Credit's core agricultural and construction equipment
businesses.
Interest expense for 2000 was $229 million, up $41 million from the $188
million reported in 1999. The increase in interest expense was due to
amortization expense resulting from purchase accounting adjustments related to
the merger and rising interest rates.
Restructuring Reserve
In conjunction with the merger of Case and New Holland, CNH's management
formulated a plan to integrate the operations of the Case and New Holland
businesses. The merger integration plan takes into consideration duplicate
capacity and other synergies. As part of its merger integration plan, CNH will
close Case Credit's Columbus, Ohio, and Lincolnshire, Illinois, facilities. CNH
will also reduce Case Credit's workforce by 13 people.
The following table sets forth the Case Credit restructuring activities for the
year ended December 31, 2000 (in thousands):
Post-acquisition basis of accounting
-----------------------------------------------------------
Balance at Balance at
December 31, Reserves Changes in December 31,
1999 Additions Utilized Estimates 2000
------------ --------- -------- ---------- ------------
Severance and other employee-related costs.... $ -- $208 $(208) $ -- $ --
Costs related to closing existing facilities.. -- 669 (264) -- 405
----- ---- ----- ----- -----
Total restructuring......................... $ -- $877 $(472) $ -- $ 405
===== ==== ===== ===== =====
The $208,000 for severance and other employee-related costs established as
part of the merger primarily includes the cash severance costs to reduce
approximately 13 Case Credit personnel in conjunction with Case Credit's
integration activities. These termination payments include the cost of
severance benefits in accordance with CNH policy, and costs for outplacement
services, medical, supplemental unemployment and supplemental vacation. As of
December 31, 2000, Case Credit had terminated all personnel related to this
action.
The $669,000 for cost related to closing existing facilities established as
part of the merger primarily includes lease termination payments and other
closure costs associated with the closure of the Columbus, Ohio, and
Lincolnshire, Illinois, facilities. The closure of the Lincolnshire, Illinois,
facility was completed during 2000.
The specific restructuring measures and associated estimated costs were
based on management's best business judgement under prevailing circumstances.
Management believes that the restructuring reserve balance of $405,000 at
December 31, 2000, is adequate to carry out the restructuring activities as
outlined above, and Case Credit anticipates that the actions will be completed
by the third quarter of 2001. As prescribed under US GAAP, if future events
warrant changes to the reserve, such adjustments will be reflected in the
applicable Consolidated Statements of Income as "Restructuring charges." Case
Credit expects to fund the cash requirements of its restructuring activities
with cash flows from operations and additional borrowings under Case Credit's
existing credit facilities.
Serviced Portfolio
As of December 31, 2000, Case Credit's serviced portfolio decreased 6% over
the same period last year to $7.0 billion. Net receivables acquired in 2000 were
$2.7 billion versus $4.3 billion in 1999 primarily due to a lower volume of
equipment sales by Case. During 2000, Case Credit acquired the U.S. wholesale
receivables entity, Case Wholesale Receivable Inc.
8
("CWRI") from Case, consistent with New Holland Credit Company's practice of
consolidating U.S. wholesale receivables. A related asset-backed securitization
program for wholesale receivables was also transferred to Case Credit during
2000. As a result of these actions, Case Credit's net serviced portfolio of
receivables increased by $599 million as of December 31, 2000. Case Credit's
portfolio losses increased to $128 million in 2000 as compared to $58 million in
1999. This increase is attributable to prolonged weakness in the agricultural
market, high losses in the North American commercial truck industry, and
portfolio diversification into other markets which historically have higher loss
rates than Case Credit's core agricultural and construction equipment business.
Case Credit decreased its volume of loan origination activity in its diversified
business in the fourth quarter of 2000 and has made a strategic decision to exit
the commercial truck financing business and curtail other diversified financing
activities.
During 2000, limited-purpose business trusts organized by CNH Capital
issued $2,608 million of asset-backed securities to outside investors. These
trusts were formed for the purpose of purchasing receivables from CNH Capital
which were used as collateral for the issuance of asset-backed securities to
outside investors. As of December 31, 2000, Case Credit had sold $2,621 million
of retail notes to the trusts in connection with these issuances. Of the $2,621
million of retail receivables sold to the trusts, Case Credit originated $1,595
million, and New Holland Credit Company and New Holland (Canada) Credit Company,
wholly owned subsidiaries of CNH, together originated $1,026 million. During
1999, limited-purpose business trusts organized by Case Credit issued $2,009
million of asset-backed securities to outside investors. As of December 31,
1999, Case Credit originated and sold $2,100 million of retail notes to the
trusts in connection with these issuances. The proceeds from the sale of retail
notes during 2000 and 1999 were used to repay outstanding debt and to finance
the purchase of additional receivables.
Liquidity and Capital Resources
The discussion of liquidity and sources of capital focuses on the balance
sheets and statements of cash flows. Liquidity in the structured ABS market and
funding from affiliates, including Fiat, are critical sources of capital to meet
the Company's plan to finance the acquisition of additional receivables. During
2000, the Company increased its proportionate level of ABS activity and borrowed
from its CNH affiliate to repay maturing debt and finance new receivables.
Net cash provided by operating activities decreased $103 million to $116
million in 2000 as compared to $219 million in 1999. In the current year,
deferred tax liabilities and unearned revenue remained stable compared with the
prior year. In 1999 these items increased as compared to the prior year. An
increase in interest expense in 2000 as compared to 1999 also contributed to
this decrease.
Net cash used by investing activities was $44 million and $619 million for
2000 and 1999, respectively. Increased proceeds from sales of receivables of
$1,095 million, increased collections of retail receivables, and a decrease in
diversified portfolio growth, partially offset by the increase in acquisition of
wholesale receivables from Case, caused the decrease in cash used by investing
activities between years.
Net cash used by financing activities was $101 million for 2000, primarily
due to the decrease in the usage of revolving credit facilities and the
repayment of long-term debt partially offset by the increase in intercompany
debt issued. Net cash provided by financing activities was $432 million for 1999
as Case Credit issued an aggregate of $617 million of long-term debt during this
period. The net proceeds from the long-term debt issuances were used to fund
Case Credit's growth initiatives.
On July 27, 2000, the Company, together with Fiat, CNH, Fiat Finance and
Trade Ltd. S.A., New Holland Credit Company LLC and Case, as co-borrowers,
entered into a $2.0 billion five-year Credit Agreement with Chase Manhattan
International Limited, as Facility Agent and Euro Swing-line Agent, The Chase
Manhattan Bank, as US Swing-line Agent, and ABN Amro Bank N.V., Banca Intesa
S.p.A. and Chase Manhattan plc, as Arrangers, on behalf of additional banks.
This new Credit Agreement replaces the Case Credit Corporation $1.2 billion
Revolving Credit and Guarantee Agreement dated August 23, 1996 with Chase
Manhattan Bank, as administrative agent.
Future Liquidity and Capital Resources
The Company has various lines of committed and uncommitted credit and
asset-backed commercial paper facilities to fund the business plan. The Company
also has the ability to issue commercial paper currently in Australia, as well
as through affiliated companies. The commercial paper program in the US has been
suspended due to year 2000 ratings downgrades. The commercial paper program in
Canada, issued by Case Credit Ltd. has been withdrawn. Under the terms of the
Company's
9
commercial paper programs, the principal amount of the commercial paper
outstanding, combined with the amounts outstanding under the applicable
revolving credit facility, cannot exceed the total amount available under the
revolving credit facility.
The Company maintains sufficient committed lines of credit and asset-backed
commercial paper facilities to cover its expected funding needs on a short-term
basis. The Company manages its aggregate short-term borrowings so as not to
exceed its availability under its committed lines of credit including those
lines from affiliates. The Company accesses short-term debt markets,
predominantly through asset-backed commercial paper issuances, bank credit
facilities, and loans from affiliates to fund its short-term financing
requirements and to ensure liquidity. As funding needs are determined to be of a
longer-term nature, the Company accesses the term ABS markets, as, to refinance
short-term borrowings and, thus, replenish its short-term liquidity. The
Company's long-term financing strategy is to maintain continuous access to the
United States and Canadian asset-backed securities, and bank debt markets to
accommodate its liquidity needs. In addition, the company intends to add the
Australian market for asset backed securitization in 2001. Whenever necessary,
funds provided from operations are supplemented from external borrowing sources,
including financing from Fiat and Fiat affiliates.
Outlook
The pressure from higher interest rates experienced in 2000 is expected to
decrease with the slowdown in the economy. CNH Capital has decreased its volume
of loan origination activity in its diversified business in the fourth quarter
of 2000 and has made the strategic decision to exit the commercial truck
financing business and curtail other diversified financing activities in 2000.
The outlook for CNH's agricultural equipment and construction equipment markets
is consistent with statements made by CNH in its Form 6-K filing on February 14,
2001. The financial services operations are directly impacted by the
performance of CNH. Recent supply and demand reports for global agricultural
commodities project continued pressure on commodity prices in 2001. Production
remains strong in the Southern Hemisphere, including record soybean crops from
Brazil, and analysts do not foresee lower planting levels in North America or
Europe for the year ahead. In addition, recent forecasts for U.S. exports have
been trimmed. These factors will impact the market for CNH's agricultural
equipment, but will be somewhat offset by underlying demand resulting from the
low sales levels of recent years and relatively strong farmers' balance sheets.
However, the market could be affected by the current BSE crisis in Europe and
other countries around the world, as well as potential consequences of the Foot
and Mouth disease affecting more countries in Western Europe. The scope of this
situation has grown in recent weeks, and the complete impact on farm equipment
sales isn't clear at this time. As a result of these factors, but not including
the potential impact of Bovine Spongiform Encephalopathy ("BSE"), CNH expects
industry sales of agricultural equipment to be relatively unchanged from 2000.
In its construction equipment business, CNH expects slightly lower industry
sales worldwide, the result of a continued, gradual decline in North America as
well as weaker market conditions in Europe. CNH anticipates that worldwide
industry sales of loader backhoes in 2001 could decline by about 10 percent,
sales of heavy construction equipment could be down about 5 percent, while
industry sales of skid steer loaders could be flat to up slightly. The recent
decline in interest rates in the U.S. is expected to support construction
activity, but weakening overall economic conditions may temper new housing
starts. In Latin America and in the company's remaining markets around the
world, the company expects to see continued market improvement, resulting from
more stable economic conditions. In 2001, following the expected industry
declines in Europe, CNH's European sales will be slightly lower than in 2000,
which may have a slight negative impact on the company's margins. However, CNH
expects to launch several new models of agricultural and construction equipment
in the second half of 2001 that should improve the company's market position.
These new models will expand the product offerings from CNH's brands, broadening
the company's potential customer base. In addition, equipment sales are expected
to be less impacted by customer and dealer uncertainty in 2001 as many of the
merger-related issues have been resolved. CNH plans to produce slightly below
anticipated retail sales levels in 2001 in order to reduce field inventory
levels. In 2001, CNH expects to achieve at least $300 million of further merger-
related profit improvements, primarily through lower selling, general and
administration expenses, lower purchasing costs, cross selling opportunities and
initial savings from manufacturing rationalization actions. A significant
portion of the company's manufacturing rationalization savings will not be
realized until 2002. The company continues to expect to reduce its headcount by
approximately 20 percent from a base of 36,000 by the end of 2003. As a result
of this current market outlook, CNH expects the first quarter of 2001 to reflect
continued improvement in its industrial operations. However, due to weaker
performance expected from financial services and a normalized tax rate, CNH
currently expects a net loss, before restructuring, of $.20 to $.30 per share,
slightly worse than the loss of $54 million, or $.20 per share on a comparable
common share count basis, in the first quarter of 2000. For the full year, CNH
anticipates that the industrial operating margin could improve by $400 million,
reflecting at least $300 million in merger related profit improvements,
including cross selling. However, continued inflationary and competitive
pressures will slightly reduce profit margins. Including lower interest costs
and an improved contribution from the company's financial services businesses,
net income, before restructuring, in 2001 should improve by about $100 million.
10
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133 "Accounting for
Derivative Instruments and Hedging Activities," which has been amended by SFAS
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of SFAS 133, an amendment of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an amendment of SFAS 133." SFAS 133 is effective for fiscal years beginning
after June 15, 2000 and will be applied to: (a) derivative instruments; and (b)
certain derivative instruments embedded in hybrid contracts that were issued,
acquired or substantively modified after December 31, 1998. SFAS 133 requires
that every derivative instrument be recorded on the balance sheet as an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met.
The Company adopted SFAS 133 on January 1, 2001. SFAS 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings in the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $5 million
as of January 1, 2001 and had no material impact on net income. The adoption
also resulted in an increase to assets and liabilities recorded on the balance
sheet of approximately $4 million and $9 million, respectively.
In September 2000, the FASB issued SFAS 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities - A
Replacement of FASB Statement No. 125". SFAS 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All transactions entered into after March
31, 2001 will be accounted for in accordance with this standard. This adoption
is not expected to have a material impact on the Company.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Risk Management
Case Credit is exposed to market risk from changes in interest rates. Case
Credit monitors its exposure to this risk and manages the underlying exposure
both through the matching of financial assets and liabilities and through the
use of financial instruments, including swaps, caps, 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 Case Credit's financial assets and liabilities. Case Credit
does not hold or issue derivative or other financial instruments for speculative
or trading purposes.
Case Credit uses a model to monitor interest rate risk and to achieve a
predetermined level of matching between the interest rate structure of its
financial assets and liabilities. Fixed-rate financial instruments, including
receivables, debt, ABS certificates and other investments, are segregated from
floating-rate instruments in evaluating the potential impact of changes in
applicable interest rates. The potential change in fair market value of
financial instruments including derivative instruments held at December 31, 2000
and 1999, resulting from a hypothetical, instantaneous 10% change in the
interest rate applicable to such financial instruments would be approximately $7
million and $3 million, respectively, based on the discounted values of their
related cash flows.
The above sensitivity analyses are based on the assumption of a 10%
movement of the interest rates applicable to each homogeneous category of
financial assets and liabilities. A homogeneous category is defined according to
the currency in which financial assets and liabilities are denominated and
assumes the same interest rate movement within each homogeneous category. As a
result, Case Credit's inherent 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.
11
Commodity Price and Foreign Currency Risk Management
Commodity prices impact Case Corporation's sales, which may have an impact
on Case Credit's originations. Commodity risk is managed through geographic and
enterprise diversification. It is not possible to determine the impact of
commodity prices on earnings, cash flows, or fair values of Case Credit's
portfolio.
Case Credit is subject to foreign currency risk in Canada, Australia and
Europe as the investments in these areas are impacted by currency fluctuations.
The currency fluctuations result in non-cash gains and losses that do not impact
net income, but instead are recorded as adjustments to "Accumulated other
comprehensive income" in the accompanying Consolidated Balance Sheets. At
December 31, 2000, Case Credit performed a sensitivity analysis on its
significant investment in foreign operations that have foreign currency exchange
risk. Case Credit calculated that the fair value impact would be $17 million and
$20 million at December 31, 2000 and 1999, as a result of a 10% change in the
foreign currency exchange rate. A similar change would have had an insignificant
impact on the Company's earnings from these investments in 2000 and 1999.
12
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS OF CASE CREDIT CORPORATION
AND CONSOLIDATED SUBSIDIARIES
Page
----
Report of independent public accountants................................................................. 14
Consolidated Statements of Income for the year ended December 31, 2000, periods January 1, 1999 through
November 11, 1999 and November 12, 1999 through December 31, 1999, and for the year ended December
31, 1998................................................................................................. 15
Consolidated Balance Sheets as of December 31, 2000 and 1999............................................. 16
Consolidated Statements of Cash Flows for the year ended December 31, 2000, periods January 1, 1999
through November 11, 1999 and November 12, 1999 through December 31, 1999, and for the year ended
December 31, 1998........................................................................................ 17
Consolidated Statements of Changes in Stockholder's Equity for the year ended December 31, 2000, periods
January 1, 1999 through November 11, 1999 and November 12, 1999 through December 31, 1999, and for
the year ended December 31, 1998......................................................................... 18
Notes to consolidated financial statements............................................................... 19
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholder of Case Credit Corporation:
We have audited the accompanying Consolidated Balance Sheets of Case Credit
Corporation (a Delaware corporation) and subsidiaries, as of December 31, 2000
and 1999, and the related Consolidated Statements of Income, Cash Flows, and
Stockholder's Equity, for the year ended December 31, 2000, periods January 1,
1999 through November 11, 1999 and November 12, 1999 through December 31, 1999,
and for the year ended December 31, 1998. 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 auditing standards generally
accepted in the 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 audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Case Credit Corporation and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the year ended December 31, 2000, periods
January 1, 1999 through November 11, 1999 and November 12, 1999 through December
31, 1999, and for the year ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
February 14, 2001
14
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions)
Post-acquisition Pre-acquisition
basis of accounting basis of accounting
------------------- -------------------
Year ended November 12 to January 1 to Year ended
December 31, December 31, November 11, December 31,
2000 1999 1999 1998
----- ----- ----- -----
Revenues:
Finance income earned on retail and other notes and
finance leases.......................................... $ 169 $ 23 $ 151 $ 140
Interest income from Case Corporation..................... 46 3 37 30
Net gain on retail and wholesale notes sold............... 39 1 50 82
Securitization and servicing fee income................... 47 6 43 46
Lease income on operating leases.......................... 111 16 86 64
Other income.............................................. 30 1 22 15
----- ----- ----- -----
Total revenues......................................... 442 50 389 377
Expenses:
Interest expense to third parties......................... 199 25 162 143
Interest expense to affiliates............................ 30 -- 1 --
----- ----- ----- -----
Total Interest expense................................. 229 25 163 143
Operating expenses:
Fees charged by Case Corporation.......................... 31 2 31 24
Administrative and operating expenses..................... 28 4 15 18
Provision for credit losses............................... 101 1 28 14
Goodwill amortization..................................... 6 1 -- --
Depreciation of equipment on operating leases............. 69 12 59 43
Other..................................................... (3) (1) 3 4
----- ----- ----- -----
Total operating expenses............................... 232 19 136 103
----- ----- ----- -----
Total expenses......................................... 461 44 299 246
----- ----- ----- -----
(Loss) income before taxes.................................. (19) 6 90 131
Income tax (benefit) provision.............................. (11) 3 32 46
----- ----- ----- -----
Net (loss) income........................................... $ (8) $ 3 $ 58 $ 85
===== ===== ===== =====
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Income.
15
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
Post-acquisition basis
ASSETS of accounting
------ -------------
December 31, December 31,
2000 1999
------ ------
Cash and cash equivalents................................................................ $ 38 $ 67
Retail and other notes and finance leases................................................ 2,263 2,461
Wholesale notes and accounts............................................................. 273 213
Due from trusts.......................................................................... 265 231
------ ------
Total receivables................................................................... 2,801 2,905
Allowance for credit losses.............................................................. (84) (31)
------ ------
Total receivables--net.............................................................. 2,717 2,874
Affiliated receivables................................................................... 18 58
Equipment on operating leases, at cost................................................... 637 529
Accumulated depreciation................................................................. (82) (12)
------ ------
Net equipment on operating leases................................................... 555 517
Property and equipment, at cost.......................................................... 12 5
Accumulated depreciation................................................................. (2) --
------ ------
Net property and equipment.......................................................... 10 5
Goodwill, net............................................................................ 121 128
Asset-backed certificates................................................................ 204 113
Other assets............................................................................. 196 218
------ ------
Total............................................................................... $3,859 $3,980
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt.......................................................................... $1,299 $ 643
Accounts payable and other accrued liabilities........................................... 201 201
Affiliated debt.......................................................................... 1,170 14
Deposits withheld from dealers........................................................... 9 16
Long-term debt........................................................................... 527 2,424
------ ------
Total liabilities................................................................... 3,206 3,298
------ ------
Minority interest........................................................................ -- 1
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized, issued and
outstanding.......................................................................... -- --
Paid-in capital........................................................................ 674 674
Accumulated other comprehensive income................................................. (16) 4
Retained (deficit) earnings............................................................ (5) 3
------ ------
Total stockholder's equity.......................................................... 653 681
------ ------
Total............................................................................... $3,859 $3,980
====== ======
The accompanying notes to financial statements are an integral part of these
Consolidated Balance Sheets.
16
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
--------------------------- ---------------------------
Year ended November 12 to January 1 to Year ended
December 31, December 31, November 11, December 31,
2000 1999 1999 1998
------- ----- ------- -------
Operating activities:
Net (loss) income........................................................ $ (8) $ 3 $ 58 $ 85
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Purchase accounting amortization........................................ 19 7 -- --
Depreciation and amortization........................................... 78 14 62 45
Provision for credit losses............................................. 101 1 28 14
Deferred income tax (benefit) expense................................... (7) 2 9 24
Net gain on retail and wholesale notes sold............................. (39) (1) (50) (82)
Unremitted equity method earnings from joint ventures................... (1) -- (1) --
Changes in components of working capital:
(Increase) in other assets............................................. (2) (6) (11) (19)
Increase (decrease) in accounts payable and
other accrued liabilities............................................. (13) 46 58 (6)
Other, net............................................................. (12) (2) 2 (7)
------- ----- ------- -------
Net cash provided by operating activities............................ 116 64 155 54
======= ===== ======= =======
Investing activities:
Cost of retail receivables acquired...................................... (3,257) (489) (2,732) (3,209)
Cost of wholesale receivables acquired................................... (1,412) -- -- --
Proceeds from sales of retail receivables................................ 2,560 349 1,693 1,975
Proceeds from sales of wholesale receivables............................. 577 -- -- --
Collections of retail receivables........................................ 880 187 639 820
Collections of wholesale receivables..................................... 775 -- -- --
Purchase of equipment on operating leases (net of disposals)............. (104) (16) (135) (333)
Increase in investments and other assets................................. (55) (1) (113) (142)
Expenditures for property and equipment.................................. (8) -- (1) (1)
------- ----- ------- -------
Net cash (used) provided by investing activities..................... (44) 30 (649) (890)
------- ----- ------- -------
Financing activities:
Proceeds from issuance of long-term debt................................. 43 -- 617 1,070
Proceeds from issuance of affiliate debt (net of repayment).............. 1,151 -- -- --
Payment of long-term debt................................................ (534) -- -- --
Decrease in revolving credit facilities.................................. (761) (62) (123) (291)
Capital contributions from Case Corporation.............................. -- -- -- 25
------- ----- ------- -------
Net cash (used) provided by financing activities..................... (101) (62) 494 804
------- ----- ------- -------
(Decrease) increase in cash and cash equivalents......................... (29) 32 0 (32)
Cash and cash equivalents, beginning of period........................... 67 35 35 67
------- ----- ------- -------
Cash and cash equivalents, end of period................................. $ 38 $ 67 $ 35 $ 35
======= ===== ======= =======
Cash paid during the period for interest................................. $ 235 $ 16 $ 159 $ 126
======= ===== ======= =======
Cash (received) paid during the period for taxes......................... $ (19) $ 6 $ 19 $ 26
======= ===== ======= =======
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Cash Flows.
17
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(in millions)
Retained
Accumulated Other Earnings
Common Paid-in Comprehensive --------- Comprehensive
Stock Capital Income/(Loss) (Deficit) Total Income (Loss)
------ -------- ------------------- --------- ----- -------------
Pre-acquisition basis of accounting
- -----------------------------------
Balance, December 31, 1997...................... $-- $ 244 $ (16) $ 129 $ 357
Capital contribution from Case Corp............. -- 25 -- -- 25
Comprehensive income:
Net income................................... -- -- -- 85 85 $ 85
Translation adjustment....................... -- -- (8) -- (8) (8)
----------
Total...................................... $ 77
-------------------------------------------------------- ==========
Balance, December 31, 1998...................... $-- $ 269 $ (24) $ 214 $ 459
Comprehensive income:
Net income................................... -- -- -- 58 58 $ 58
Translation adjustment....................... -- -- 3 -- 3 3
----------
Total...................................... $ 61
-------------------------------------------------------- ==========
Balance, November 11, 1999...................... $-- $ 269 $ (21) $ 272 $ 520
Post-acquisition basis of accounting
- ------------------------------------
Balance, November 11, 1999...................... $-- $ 269 $ (21) $ 272 $ 520
Elimination of paid-in capital, cumulative
translation adjustment, and retained earnings.. (269) 21 (272) (520)
Purchase price allocation....................... -- 674 -- -- 674
Comprehensive income:
Net income................................... -- -- -- 3 3 $ 3
Translation adjustment....................... -- -- 4 -- 4 4
----------
Total...................................... $ 7
-------------------------------------------------------- ==========
Balance, December 31, 1999...................... $-- $ 674 $ 4 $ 3 $ 681
Comprehensive loss:
Net loss..................................... -- -- -- (8) (8) $ (8)
Translation adjustment....................... -- -- (20) -- (20) (20)
----------
Total...................................... $(28)
-------------------------------------------------------- ==========
Balance, December 31, 2000...................... $-- $ 674 $ (16) $ (5) $ 653
========================================================
The accompanying notes to financial statements are an integral part of these
Consolidated Statements of Changes in Stockholder's Equity.
18
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Note 1: Nature of Operations
Case Credit Corporation is a subsidiary of CNH Capital Corporation ("CNH
Capital"), formerly Case Capital. CNH Capital, a wholly owned subsidiary of
Case Corporation ("Case"), provides broad-based financial services for the
global marketplace. Case Corporation is a wholly owned subsidiary of CNH Global
N.V. ("CNH"). Through Fiat Netherlands Holding N.V. ("Fiat Netherlands
Holding"), formerly New Holland Holdings N.V., Fiat S.p.A. ("Fiat") owns
approximately 84.5% of CNH's outstanding common shares.
Case Credit Corporation, its wholly owned operating subsidiaries, Case
Credit Ltd. (Canada) and Case Credit Australia Pty Ltd, and Case Credit
Corporation's joint ventures, Case Credit Europe S.A.S. and UzCaseagroleasing
(collectively, "Case Credit") provide and administer financing for the retail
purchase or lease of new and used Case and other agricultural and construction
equipment. Case Credit offers various types of retail financing to end-use
customers to facilitate the sale or lease of Case products in the United States,
Canada, Australia, Europe, Argentina, and Uzbekistan. Case Credit's business
principally involves purchasing retail installment sales and finance lease
contracts from Case dealers. In addition, Case Credit facilitates and finances
the sale of insurance products to retail customers, and purchases retail
installment and finance lease contracts from non-Case dealers in North America.
Case Credit purchases equipment from dealers that is leased to retail customers
under operating lease agreements. In North America, customers use Case Credit's
private-label credit card to purchase parts, service, rentals, implements and
attachments from Case dealers. Case Credit also provides financing options to
Case's dealers for a variety of purposes including equipment rental yards,
inventory, working capital, real estate acquisitions, construction and
remodeling, business acquisitions, dealer systems, and service and maintenance
equipment.
During 2000, Case Credit acquired Case Wholesale Receivable Inc. ("CWRI")
from Case at net book value of $175 million. This was done to be consistent with
New Holland Credit Company's practice of consolidating U.S. wholesale
receivables. CWRI's purpose is to acquire selected wholesale receivables from
Case. A portion of these receivables are sold to a privately structured
facility. See Note 5 "Receivables."
Note 2: Summary of Significant Accounting Policies
Principles of Consolidation and Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its consolidated subsidiaries and joint ventures.
All significant intercompany transactions have been eliminated in consolidation.
All references to balance sheet items for 2000 and 1999 are on a post-
acquisition basis. Consolidated Statements of Income and Cash Flows for 2000 are
on a post-acquisition basis and include purchase accounting impact. Consolidated
Statements of Income for 1999 include both pre-acquisition totals and post-
acquisition totals including the impacts of purchase accounting. All items prior
to 1999 are on a pre-acquisition basis.
Certain reclassifications have been made to conform prior years' financial
statements to the 2000 presentation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Foreign Currency Translation
The assets and liabilities of foreign subsidiaries are translated into U.S.
dollars using year-end exchange rates. Revenues and expenses are translated at
average rates during the year. Adjustments resulting from this translation are
deferred and included in "Accumulated other comprehensive income" in the
accompanying Consolidated Balance Sheets.
19
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Purchase Accounting Amortization
Amortization of purchase accounting adjustments, excluding goodwill, are
recognized over the remaining term of the related asset or liability account
based on the weighted average change during the month for each asset class. The
remaining term is 83 months as of December 31, 2000.
Recognition of Finance and Interest Income
Retail and Other Notes, Finance Leases and Operating Leases--The Company
records finance income earned on retail and other notes and finance leases using
the effective interest method. A portion of the earned finance income arises
from sales programs offered by Case and other manufacturers on which finance
charges are waived or low-rate financing programs are offered. When the Company
acquires retail installment sales contracts and finance leases subject to below-
market interest rate and waived interest rate financing, the Company is
compensated for the difference between market rates and the amounts received by
the Company. Case Credit receives compensation from Case and other manufacturers
in an amount equal to the difference between the competitive interest rate and
the amount paid by the customer. 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. The amounts received from Case for below-
market interest rate and waived interest rate financing are included in
"Interest income from Case Corporation" in the accompanying Consolidated
Statements of Income, and amounted to $17 million, $21 million and $20 million
in 2000, 1999 and 1998, respectively. When the receivables are sold, the
unrecognized portion of the unearned finance charges is included in the
calculation of the net gain on retail and wholesale notes sold. The Company
included in its gain calculations income from Case amounting to $65 million, $55
million and $62 million in 2000, 1999 and 1998, respectively, as part of the
sale of retail notes, and $3 million in 2000 from the sale of wholesale notes.
These amounts are included in "Net gain on retail and wholesale notes sold" in
the accompanying Consolidated Statements of Income.
Purchase accounting adjustments due to the merger, (see Note 3, "Merger"),
resulted in a $33 million increase in receivables, which is primarily included
in "Retail and other notes and finance leases" in the accompanying Consolidated
Balance Sheets. Amortization of the related purchase accounting adjustments
resulted in a decrease to income of approximately $13 million for the year
December 31, 2000 and $6 million for the period November 12, 1999 through
December 31, 1999, and is included in "Finance income earned on retail and other
notes and finance leases" in the accompanying Consolidated Statements of Income.
The remaining purchase accounting adjustments as of December 31, 2000 total $14
million and will be primarily recognized as a decrease to "Retail and other
notes and finance lease income" in the accompanying Consolidated Statements of
Income over the next 28 months.
For selected operating leases, the Company is also compensated from Case
for the difference between the market rental rates and the amount paid by the
customer. The amounts received were $2 million, $7 million, and $4 million in
2000, 1999, and 1998, respectively, and are included in "Interest income from
Case Corporation." The Company is also compensated for the funding of various
receivables on behalf of Case. The amounts earned were $13 million, $12 million,
and $6 million in 2000, 1999, and 1998, respectively, and are included in
"Interest income from Case Corporation" in the accompanying Consolidated
Statements of Income. Compensation received for below-market interest rates and
waived interest rate financing from other manufacturers is included in "Finance
income earned on retail and other notes and finance leases" in the accompanying
Consolidated Statements of Income.
For selected wholesale receivables, the Company is compensated by Case for
the difference between market rates and the amount paid by the dealer. The
amount received for the year ended December 31, 2000 is $13 million and is
included in "Interest income from Case Corporation" in the accompanying
Consolidated Statements of Income.
Recognition of income on loans is generally suspended when an account
becomes 120 days delinquent or when management determines that collection of
future income is not probable. Income accrual is resumed if the receivable
becomes contractually current and collection doubts are removed. Previously
suspended income is recognized at that time. The amount of loans and related
finance charges for which income recognition has been suspended is not material.
The dollar amount of the Company's retail portfolio for which accruals have been
suspended is $135 million at December 31, 2000.
Case Credit offers retail and other notes with interest rates that float
with the prime rate, plus an applicable margin. At December 31, 2000 and 1999,
these notes amount to $352 million and $296 million, respectively.
20
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Goodwill
Goodwill represents the excess of the purchase price allocated to Case
Credit plus the liabilities assumed over the fair value of the tangible and
identifiable intangible assets purchased. Goodwill is amortized on a straight-
line basis over 20 years. Case Credit continually evaluates whether events and
circumstances have occurred that indicate the remaining estimated useful life of
goodwill may warrant revision or that the remaining balance of goodwill may not
be recoverable. When factors indicate that goodwill should be evaluated for
possible impairment, Case Credit uses an estimate of the undiscounted cash flows
over the remaining life of the goodwill in measuring whether the goodwill is
recoverable.
Receivables Sold and Serviced
Case Credit sold retail notes with a net principal value of $2.6 billion
and $2.1 billion in 2000 and 1999, respectively, to limited purpose business
trusts ("Trusts") in the United States and Canada. These Trusts were formed for
the purpose of purchasing receivables from Case Credit to be used as collateral
for the issuance of asset-backed securities to outside investors. As these
Trusts are controlled by third parties and meet minimum equity capitalization
standards, the assets of the Trust are not included in the consolidated
financial statements of the Company. In 2000, $1.6 billion of the receivables
sold were originated by Case Credit and $1.0 billion were originated and sold to
Case Credit at fair value by New Holland Credit Company and New Holland Credit
Company Canada, wholly owned subsidiaries of CNH Global N.V.
These transactions are recorded as sales in accordance with the provisions
of Statement of Accounting Standards No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" ("SFAS 125").
The Company recognized gains on the sales of these receivables of $61 million,
$51 million, and $82 million in 2000, 1999, and 1998, respectively. These gains
are calculated based on comparing the fair value of the net proceeds received
from the sale to the allocated carrying value of assets sold. The allocated
carrying value of assets sold is determined by allocating the previous carrying
amount of these assets to the assets sold and the retained interests based on
their relative fair values.
In conjunction with these sales, the Company retains certain interests in
the sold receivables including interest-only strips, subordinated tranches of
securities issued by the trusts ("ABS certificates"), rights to service the sold
receivables and cash reserve accounts held in escrow by the Trusts. ABS
certificates are classified as held to maturity securities and are initially
recorded at their allocated carrying value as a component of "Other assets" on
the Consolidated Balance Sheets. All other retained interests are also
initially recorded at their allocated carrying value as "Due from trusts" on the
Consolidated Balance Sheets.
Cash reserve accounts are created through the reduction of proceeds
received by the Company from sales to provide security to investors in the event
that cash collections from the receivables are not sufficient to remit principal
and interest payments on the securities. Proceeds from the sales of retail
receivables were reduced by $57 million and $61 million in 2000 and 1999,
respectively, and total amounts held in escrow by the Trusts were $194 million
and $155 million at December 31, 2000 and 1999, respectively. Interest-only
strips represent the Company's retained interest in the interest collected by
the Trusts on the receivables in excess of the interest paid to investors in the
asset-backed securities. The fair value of the interest-only strip component of
the retained interests is determined based on the present value of future
expected cash flows. The key assumptions used in the present value calculations
are credit loss, prepayment and interest rates. These assumptions represent
management's best estimates of these rates based on current market conditions.
As an additional form of credit enhancement to investors, Case Credit incurred a
recourse liability of up to $19 million, which obligates the Company to fund
shortfalls in collections related to one of the securitizations completed in
2000.
The Company services all securitized receivables and is entitled to receive
a 1.00% annual servicing fee from the Trusts as compensation for these services.
Beginning in the third quarter of 1999, the Company determined that this
servicing fee exceeds the fair value of the services provided and began to
record a servicing asset. Servicing assets recorded were $18 million and $8
million for 2000 and 1999, respectively, and are included in "Net gain on retail
and wholesale notes sold" in the Consolidated Statements of Income. The asset is
being amortized over the period in which the Company earns the related servicing
fees. Amortization of servicing assets was $8 million in 2000
21
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
and amortization of servicing assets was immaterial in 1999. The amortization is
included in "Securitization and service fee income" in the Consolidated
Statements of Income. The servicing asset equaled $18 million and $8 million,
which approximates fair value at December 31, 2000 and 1999, respectively and is
included in "Due from trusts" in the accompanying Consolidated Balance Sheets.
The fair value of the servicing asset is determined by discounting future cash
flows based on current discount and prepayment rate assumptions.
Case stratifies its servicing assets based on geographic location and
original term. As a result, Case Credit has two categories of servicing assets
as of December 31, 2000 and 1999. One category consists of serviced assets
located in the United States with 3 to 5 year original terms, which amounted to
$15 million and $7 million as of December 31, 2000 and 1999, respectively. The
other category consists of serviced assets located in Canada with 3 to 5 year
original terms, which amounted to $3 million and $1 million as of December 31,
2000 and 1999, respectively.
Case Credit is required to remit the cash collected on the serviced
portfolio to the Trusts within two business days. At December 31, 2000 and 1999,
$17 million and $25 million, respectively of unremitted cash payable to the
Trusts is included in "Accounts payable and other accrued liabilities" in the
Consolidated Balance Sheets.
Weighted average assumptions utilized in measuring the initial fair value
of retained interests for securitizations completed during 2000 were as follows:
U.S. Canada
------ -------
Constant prepayment rate 17.00% 20.00%
Annual credit loss rate 0.66% 0.56%
Discount rate 6.91% 6.18%
Weighted average maturity in months 30 26
The Company monitors the fair value of its retained interests outstanding
each period by discounting expected future cash flows based on similar
assumptions. The fair value is compared to the carrying value of the retained
interest and any excess of carrying value over fair value results in an
adjustment to the asset with a corresponding offset to earnings. These
differences are recorded in earnings as they are deemed to be unrecoverable. The
Company reduced the value of its retained interests by $24.5 million in 2000
based on this analysis, with a corresponding decrease to "Net gain on retail
notes sold" in the Consolidated Statements of Income. The primary cause of this
reduction was the continued increase in credit losses recognized related to sold
notes and the increase in the assumption used to estimate future credit losses.
The significant assumptions used in estimating the fair values of retained
interests from sold receivables and the sensitivity of the current fair value to
immediate 10% and 20% adverse changes at December 31, 2000 are as follows (in
millions) unless stated otherwise:
United States
Impact on Fair Value
--------------------
December 31, 2000 10% 20%
Assumption Change Change
----------------- ------ ------
Constant prepayment rate 17.00% $(0.4) $(1.0)
Annual credit loss rate 0.60% (2.7) (5.3)
Discount rate 6.89% (0.8) (1.7)
Weighted average remaining maturity 22 months
Receivables Securitized in
--------------------------
1997 1998 1999 2000
---- ---- ---- ----
Actual and expected
static pool losses 1.51% 2.09% 1.61% 1.11%
22
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Canada
Impact on Fair Value
--------------------
December 31, 2000 10% 20%
Assumption Change Change
----------------- ------ ------
Constant prepayment rate 20.00% $(0.2) $(0.6)
Annual credit loss rate 0.55% (0.3) (0.6)
Discount rate 6.15% (0.1) (0.2)
Weighted average remaining maturity 21 months
Receivables Securitized in
--------------------------
1997 1998 1999 2000
---- ---- ---- ----
Actual and expected
static pool losses .40% .93% 1.10% .82%
Static pool losses are calculated by summing the actual and projected future
credit losses and dividing them by the original balance of each pool of assets
securitized.
The changes shown above are hypothetical. They are computed based on variations
of individual assumptions without considering the interrelationship between
these assumptions. As a change in one assumption may affect the other
assumptions, the magnitude of the impact on fair value of actual changes may be
greater or less than those illustrated above.
Cash flows between Case Credit and the Trusts for 2000 can be summarized as
follows (in millions):
Proceeds from new retail securitizations $2,560
Servicing fees received (1) 28
Cash received on other retained interests 67
Purchases of receivables from Trusts 169
(1) Does not reflect servicing fees earned in Canada as the Company is paid for
these services if there are residual funds available when the Trusts are
liquidated.
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133 "Accounting for
Derivative Instruments and Hedging Activities," which has been amended by SFAS
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of SFAS 133, an amendment of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,
an amendment of SFAS 133." SFAS 133 is effective for fiscal years beginning
after June 15, 2000 and will be applied to: (a) derivative instruments; and (b)
certain derivative instruments embedded in hybrid contracts that were issued,
acquired or substantively modified after December 31, 1998. SFAS 133 requires
that every derivative instrument be recorded on the balance sheet as an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met.
The Company adopted SFAS 133 on January 1, 2001. SFAS 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings in the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $5 million
as of January 1, 2001 and had no material impact on net income. The
23
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
adoption also resulted in an increase to assets and liabilities recorded on the
balance sheet of approximately $4 million and $9 million, respectively.
In September 2000, FASB issued SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - A Replacement
of FASB Statement 125". SFAS 140 is effective for transfers occurring after
March 31, 2001 and for disclosures relating to securitization transactions and
collateral for fiscal years ending after December 15, 2000. The Company adopted
the disclosure provisions related to the securitization of financial assets on
December 31, 2000. All transactions entered into after March 31, 2001 will be
accounted for in accordance with this standard. This adoption is not expected
to have a material impact on the Company.
Cash and Cash Equivalents
Cash equivalents are comprised of all highly liquid investments with an
original maturity of three months or less.
Deposits Withheld from Dealers
These deposits represent amounts withheld from dealers relating to retail
sales financed using retail and other notes and finance leases. Any subsequent
losses on retail and other notes or finance leases that were acquired with
limited recourse are charged against the amounts withheld from the dealer. To
the extent that a loss on a retail or other note or finance lease exceeds the
dealers' reserves, the amount is charged against the Company's allowance for
credit losses. Annually, the balance of each dealer's withholding account, in
excess of minimum levels, is remitted to the dealer.
Derivatives
The Company uses derivative financial instruments to manage its interest rate
exposures. Case Credit does not hold or issue such instruments for trading
purposes. As these instruments are accounted for as a hedge of existing assets
or liabilities, unrealized fair market value gains and losses are not recognized
at the balance sheet date. Hedge accounting is applied if the changes in the
fair market value of the derivative instruments are highly correlated to changes
in the fair market value of the hedged assets or liabilities. Amounts to be
received or paid under these instruments are recognized in the results of
operations as interest expense or are recorded as part of the gain on sale of
receivables, as appropriate, in the periods to which they relate.
Reference is made to Note 12, "Financial Instruments," for further
information regarding the Company's use of derivative financial instruments.
Effective January 1, 2001 the Company adopted SFAS 133 as described in
"Accounting Pronouncements".
Note 3: Merger
On November 12, 1999, New Holland N.V. acquired Case for $4.6 billion in
cash, including related costs and expenses. Of the total purchase price, $674
million was allocated to Case Credit. Effective with the closing of the merger,
New Holland N.V. changed its name to CNH.
This merger was accounted for as a purchase and, accordingly, the purchase
price was allocated to the assets and liabilities of Case Credit based upon
their respective estimated fair values, including identifiable intangibles, with
the remainder allocated to goodwill. The purchase price allocation resulted in
goodwill of approximately $129 million, which is being amortized on a straight-
line basis over 20 years. The historical shareholder's equity of the Company
was eliminated in the Company's Consolidated Balance Sheets. The fair value
adjustments to the historical balance sheet and the resulting goodwill were as
follows (in millions):
24
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Purchase Price Allocation
- ---------------------------------------------------------------------------------
Net assets at historical cost, including liabilities assumed of $3,345..... $520
Fair value adjustments:
Accounts and notes receivable........................................... 33
Equipment on operating leases........................................... (34)
Discount on medium-term note............................................ 27
Deferred income taxes................................................... (16)
Other................................................................... 15
Goodwill................................................................... 129
----
Total purchase price allocated....................................... $674
====
In conjunction with the merger, CNH Capital's management assessed and
formulated a plan to integrate the operations of the Case and New Holland
finance businesses at the time that the original purchase price allocation was
made in 1999. In October 2000 the Company finalized the plans made in
conjunction with the merger and recorded approximately $1 million of
restructuring liabilities related to the Case Credit business, resulting in
additional goodwill. As of December 31, 2000 approximately $.4 million remained
in this reserve account. This was the only adjustment to the original fair
value allocation.
A summary of goodwill, is as follows (in millions):
Original purchase price allocation............ $129
1999 amortization............................. (1)
Revision to purchase price allocation......... 1
Translation adjustment........................ (2)
2000 amortization............................. (6)
----
Goodwill, net................................. $121
====
Case Credit has prepared the following unaudited pro forma income
statements to illustrate the estimated effects of the acquisition of Case by New
Holland as if this transaction had occurred as of the beginning of each of the
years presented. The pro forma data reflects the impact of the fair market value
adjustments to the Case Credit assets and liabilities acquired. These
adjustments are being amortized over the periods estimated to be benefited and
primarily include reduced depreciation of equipment on operating leases, the
amortization of the fair value adjustments for acquired receivables, discount on
notes payable and goodwill. The pro forma data does not include the impact of
the $1 million of additional goodwill recorded during 2000.
25
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Years Ended
December 31,
(unaudited)
(in millions)
---------------------
1999 1998
--------- ----------
Revenues:
Finance income earned on retail and other notes and finance leases.......... $ 150 $ 115
Interest income from Case Corporation....................................... 40 30
Net gain on retail notes sold............................................... 53 77
Securitization and servicing fee income..................................... 49 46
Lease income on operating leases............................................ 102 64
Other income................................................................ 23 15
----- -----
Total revenues........................................................... 417 347
Expenses:
Interest expense............................................................ 197 155
On payables to affiliates................................................... 1 --
----- -----
Interest expense......................................................... 198 155
Operating expenses:
Fees charged by Case Corporation............................................ 33 24
Administrative and operating expenses....................................... 19 18
Provision for credit losses................................................. 29 14
Goodwill amortization....................................................... 6 6
Depreciation of equipment on operating leases............................... 62 35
Other....................................................................... 3 3
----- -----
Total operating expenses................................................. 152 100
----- -----
Total expenses........................................................... 350 255
----- -----
Income before taxes............................................................ 67 92
Income tax provision........................................................... 26 33
----- -----
Net income..................................................................... $ 41 $ 59
===== =====
Case Credit has presented this unaudited pro forma financial data for
illustrative purposes only. This pro forma data is not necessarily indicative of
(i) the results of operations that would have occurred had the transaction been
effective as of the beginning of each of the years presented, or (ii) the
results of operations that Case Credit will attain in the future. In addition,
the pro forma financial data does not reflect any synergies or cost savings that
may occur as a result of the merger.
Note 4: Restructuring
In conjunction with the merger of Case and New Holland, CNH Capital's
management formulated a plan to integrate the operations of the Case and New
Holland businesses. The merger integration plan takes into consideration
duplicate capacity and other synergies. As part of its merger integration plan,
CNH will close Case Credit's Columbus, Ohio, and Lincolnshire, Illinois,
facilities. CNH Capital will also reduce Case Credit's workforce by 13 people.
The following table sets forth the Case Credit restructuring activities for the
year ended December 31, 2000 (in thousands):
Post-acquisition basis of accounting
------------------------------------------------------------
Balance at Balance at
December 31, Reserves Changes in December 31,
1999 Additions Utilized Estimates 2000
------------ --------- -------- ---------- ------------
Severance and other employee-related costs.... $ -- $ 208 $ (208) $ -- $ --
Costs related to closing existing facilities.. -- 669 (264) 405
------------ --------- -------- ---------- ------------
Total restructuring......................... $ -- $ 877 $ (472) $ -- $ 405
============ ========= ======== ========== ============
26
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
The $208,000 for severance and other employee-related costs established as
part of the merger primarily includes the cash severance costs to reduce
approximately 13 Case Credit personnel in conjunction with Case Credit's
integration activities. These termination payments include the cost of severance
benefits in accordance with CNH policy, and costs for outplacement services,
medical, supplemental unemployment and supplemental vacation. As of December 31,
2000, Case Credit had terminated all personnel related to this action.
The $669,000 for cost related to closing existing facilities established as
part of the merger primarily includes lease termination payments and other
closure costs associated with the closure of the Columbus, Ohio, and
Lincolnshire, Illinois, facilities. The closure of the Lincolnshire, Illinois,
facility was completed during 2000.
The specific restructuring measures and associated estimated costs were
based on management's best business judgement under prevailing circumstances.
Management believes that the restructuring reserve balance of $405,000 at
December 31, 2000, is adequate to carry out the restructuring activities as
outlined above, and Case Credit anticipates that the actions will be completed
by the third quarter of 2001. As prescribed under US GAAP, if future events
warrant changes to the reserve, such adjustments will be reflected in the
applicable Consolidated Statements of Income as "Restructuring charges." Case
Credit expects to fund the cash requirements of its restructuring activities
with cash flows from operations and additional borrowings under Case Credit's
existing credit facilities.
Note 5: Receivables
A summary of receivables is as follows (in millions):
Post-acquisition basis of
accounting
------------------------------
December 31, December 31,
2000 1999
------ ------
Wholesale notes and accounts............ $ 273 $ 213
Retail and other notes.................. 2,066 2,197
Finance leases.......................... 374 531
Due from trusts......................... 265 231
------ ------
Gross receivables.................... 2,978 3,172
Less--Unearned finance charges.......... (177) (267)
Less--Allowance for credit losses....... (84) (31)
------ ------
Total receivables, net............... $2,717 $2,874
====== ======
Retail and Other Notes and Finance Leases
Repayment of wholesale notes and accounts is required in accordance with
the standard terms of the wholesale receivable agreements, with repayment
accelerated upon the sale of the underlying equipment by the dealer. The terms
of retail and other notes and finance leases generally range from two to six
years and allow for prepayment at any time without penalty. The average
effective yield on retail and other notes and finance leases held by the Company
was approximately 8.77% and 9.0% at December 31, 2000 and 1999, respectively.
Purchase accounting adjustments, net of amortization, included in "Retail
and other notes and finance leases" in the accompanying Consolidated Balance
Sheets as of December 31, 2000 were $13 million as described in Note 2, "Summary
of Significant Accounting Policies." Purchase accounting adjustments, net of
amortization, included in "Retail and other notes and finance leases" in the
accompanying Consolidated Balance Sheets as of December 31, 1999 were $27
million.
27
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Maturities of wholesale notes and accounts and retail and other notes and
finance leases as of December 31, 2000, are as follows (in millions):
Years ending December 31,
2001......................................................................... $1,358
2002......................................................................... 459
2003......................................................................... 371
2004......................................................................... 246
2005......................................................................... 115
2006 and thereafter.......................................................... 164
------
Total retail and other notes and finance leases--gross.................... 2,713
Less--Unearned finance charges............................................... (177)
------
Total retail and other notes and finance leases, net of unearned
Finance charges......................................................... $2,536
======
It has been CNH's experience that substantial portions of retail
receivables are repaid before their contractual maturity dates. As a result, the
above table should not be regarded as a forecast of future cash collections.
The allowance for credit losses is established to cover probable losses for
receivables owned by the Company. Changes in the allowance for credit losses are
as follows (in millions):
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
---------- ----------
Year ended November 12 to January 1 to Year ended
December 31, December 31, November 11, December 31,
2000 1999 1999 1998
---- ----- ----- -----
Balance, beginning of period........................... $ 31 $ 40 $ 29 $ 22
Provision for credit losses............................ 101 1 28 14
Reserve transfers relative to receivables purchased.... 24 -- -- --
Write-offs, net of recoveries.......................... (72) (10) (17) (7)
----- ----- ----- -----
Balance, end of period................................. $ 84 $ 31 $ 40 $ 29
===== ===== ===== =====
The preceding table reflects the Company's provision for credit losses, but
does not include losses charged to dealers or those absorbed by the Trusts.
Total losses incurred on the Company's serviced portfolio were $128 million, $58
million and $15 million in 2000, 1999, and 1998, respectively. The principal
balance of accounts greater than 30 days delinquent at December 31, 2000 was
$434 million, which represents 8.2% of the Company's managed retail and other
notes and finance leases.
Reserve transfers relative to receivables purchased in 2000 are $10 million
related to the CWRI acquisition, $8 million related to the New Holland
receivables purchased, and $6 million related to the purchase of various
receivables on behalf of Case, net of applicable reserves.
28
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Case Credit, through its consolidated subsidiary CWRI, has an undivided
interest in certain wholesale receivables that were sold (with limited
recourse), on a revolving basis pursuant to a privately structured facility.
This facility consists of a five-year committed, $300 million non-renewable
facility that expires in June 2002, and a 364-day, $175 million facility that is
renewable annually at the sole discretion of the purchasers. At December 31,
2000, $400 million was outstanding under this facility.
At December 31, 2000, $487 million of wholesale receivables were sold under
this facility. The company has an undivided interest in $87 million of the
balance sold. This retained interest provides recourse to investors in the event
of default and is recorded at cost, which approximates fair value due to the
short-term nature of the receivables, in "Wholesale notes and accounts" in the
Consolidated Balance Sheets.
The Company recognized gains on the sales of these receivables of $3
million in 2000, which are recorded in "Net gain on retail and wholesale notes
sold" in the Consolidated Statements of Income. The gains are primarily the
result of the difference between the interest received from dealers and Case,
and the interest paid to investors in the facility. Case Credit continues to
service the sold receivable portfolio. As the servicing fee received
approximates the fair value of providing these services, no servicing asset or
liability has been recognized. Servicing fees received were $3 million in 2000.
Other cash flows between Case Credit and the facility in 2000 included:
Proceeds from new securitizations $ 15 million
Repurchase of receivables 80 million
Proceeds from collections reinvested 470 million
in the facility
Case Credit's portfolio of managed receivables, including receivables owned
and receivables serviced for others, has decreased from $7.5 billion at December
31, 1999, to $7.0 billion at December 31, 2000. Case Credit's serviced portfolio
at December 31, 2000, included $3.5 billion of managed receivables (net of
unearned finance charges), including retail and other notes amounting to $3.1
billion (net of unearned finance charges) that were owned by Trusts in the
United States and Canada. At December 31, 1999, Case Credit's serviced portfolio
included $6.7 billion of managed receivables (net of unearned finance charges),
including retail and other notes amounting to $3.3 billion (net of unearned
finance charges) that were owned by Trusts in the United States and Canada.
At December 31, 2000, approximately $232 million of retail notes receivable
have been pledged as collateral under the Company's asset-backed commercial
paper facility. At December 31, 1999, approximately $206 million of retail notes
receivable have been pledged as collateral under the Company's commercial paper
liquidity facility.
Wholesale notes and accounts, retail and other notes and finance leases,
and serviced receivables have significant concentrations of credit risk in the
farm and construction business sectors. On a geographic basis, there is not a
disproportionate concentration of credit in any area of the United States,
Canada or Australia.
Note 6: Property, Plant and Equipment
Property, plant and equipment are stated at cost. Property, plant and
equipment consist of leasehold improvements, furniture and fixtures and
construction in progress. Depreciation is provided on a straight-line basis over
the estimated useful lives of the respective assets. Useful lives range from 5
to 14 years for leasehold improvements, and 3 to 10 years for furniture and
fixtures. Expenditures for maintenance and repairs are charged to expense as
incurred.
Purchase accounting adjustments related to the merger resulted in a fair
market value write-up of approximately $1 million to property, plant and
equipment at the date of the merger. This write-up is amortized over the
weighted average remaining life of each asset class. Amortization of the
adjustment was immaterial for the period ending December 31, 2000 and for the
period November 12, 1999 through December 31, 1999. The $2 million balance in
"Accumulated depreciation" at the date of the merger was eliminated.
29
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Note 7: Equipment on Operating Leases
A summary of equipment on operating leases, is as follows (in millions):
Post-acquisition basis of
accounting
------------------------------------
December 31, December 31,
2000 1999
----- -----
Equipment on operating leases................... $ 637 $ 529
Accumulated depreciation........................ (82) (12)
------------ --------------
Net equipment on operating leases............ $ 555 $ 517
============ ==============
Lease payments owed to Case Credit for equipment under non-cancelable
operating leases as of December 31, 2000, are as follows (in millions):
2001.............................. $70
2002.............................. 48
2003.............................. 24
2004.............................. 11
2005.............................. 3
2006 and thereafter............... --
Case Credit purchases equipment from dealers that is leased to retail
customers under operating leases. Income from operating leases is recognized
over the term of the lease. The Company's investment in operating leases is
based on estimated residual values of the leased equipment, which are calculated
at the lease inception date. Realization of the residual values is dependent on
the Company's future ability to market the equipment under the then prevailing
market conditions. Although realization is not assured, management believes that
it is more likely than not that the estimated residual values will be realized.
Case Corporation guarantees a portion of the residual values on some of Case
Credit's operating leases. On these leases, if the guaranteed residual value is
not realized, Case Credit will receive a payment from Case Corporation for a
portion of the recognized loss. Payments received from Case Corporation for such
losses were not significant in any of the periods presented.
Each item of equipment under operating lease is depreciated on a straight-
line basis over a period of time consistent with the lease term. Depreciation
expense totaled $69 million for the year ended December 31, 2000, $12 million
for the period November 12 through December 31, 1999, and $59 million for the
period January 1 through November 11, 1999. Depreciation expense was $43 million
for the year ended December 31, 1998. Expenditures for maintenance and repairs
are the responsibility of the lessee.
Purchase accounting adjustments due to the merger resulted in a $34 million
net decrease in "Equipment on operating leases, at cost" in the accompanying
Consolidated Balance Sheets. Amortization of the related purchase accounting
adjustments resulted in a reduction of depreciation expense of approximately $1
million for the period November 12, 1999 through December 31, 1999, and $8
million for the year ended December 31, 2000, which is included in
"Depreciation of equipment on operating leases" in the accompanying
Consolidated Statements of Income. Residual losses are $4 million for the year
ended December 31, 2000. Disposal of pre-merger "Equipment on operating leases,
at cost" were $9 million for the year ended December 31, 2000. The remaining
purchase accounting adjustments as of December 31, 2000 total $12 million which
will be recognized as a decrease in "Depreciation of equipment on operating
leases" in the accompanying Consolidated Statements of Income over the next 14
months as well as decreased by future residual losses and disposals of equipment
on operating leases.
30
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Note 8: Asset-Backed Certificates/Other Assets
The components of other assets as of December 31, 2000 and 1999 are as
follows:
Post-acquisition basis of
accounting
---------------------------------------
December 31, December 31,
2000 1999
----- -----
Certificates of deposit............. $ 135 $ 170
Deferred taxes...................... 35 22
Investment in joint venture......... 16 16
Other current assets................ 10 10
--------------- ---------------
Total............................ $ 196 $ 218
=============== ===============
Certificates of deposits support retail receivables related to purchases of
agricultural equipment by Brazilian customers from Case Corporation. These U.S.
dollar indexed certificates are reflected at historical cost on the balance
sheet and have maturities that range between three months and four years and
bear interest rates between 8.75% and 10.00%. The receivables underlying the
certificates of deposit are guaranteed by Case Corporation.
ABS certificates are stated at historical cost on the balance sheet and
bear interest rates between 5.94% and 7.32%. These certificates are classified
as held to maturity securities. Interest income is included in "Securitization
and servicing fee income" in the accompanying Consolidated Statements of
Income.
The Case Credit Europe S.A.S. joint venture is accounted for under the
equity method of accounting. Income is included in "Other income" in the
accompanying Consolidated Statements of Income.
Purchase accounting adjustments due to the merger resulted in a $36 million
net decrease in "Other assets" in the accompanying Consolidated Balance
Sheets. Amortization of the related purchase accounting adjustments resulted in
income of approximately $15 million for the year ended December 31, 2000 and $5
million for the period November 12, 1999 through December 31, 1999, which is
primarily included in "Finance income earned on retail and other notes and
finance leases" in the accompanying Consolidated Statements of Income. The
remaining purchase accounting adjustments as of December 31, 2000 total $16
million, which will be primarily recognized as an increase to "Finance income
earned on retail and other notes and finance leases" in the Consolidated
Statements of Income over the next 25 months.
Note 9: Short-Term Debt
The Company has various lines of credit and liquidity facilities that
include borrowings under both committed credit facilities and uncommitted lines
of credit and similar arrangements. The Company also has the ability to issue
commercial paper in Australia. Under the terms of the Company's commercial paper
programs, the principal amount of the commercial paper outstanding, combined
with the amounts outstanding under the applicable revolving credit facility
mentioned below, cannot exceed the total amount available under the revolving
credit facility.
On December 15, 2000, the Company negotiated a one-year, $1.2 billion
asset-backed commercial paper facility which replaced the $750 million
commercial paper liquidity facility renewed in August, 1999.
On July 27, 2000, the Company, together with Fiat S.p.A., CNH Global N.V.,
Fiat Finance and Trade Ltd. S.A., New Holland Credit Company LLC and Case
Corporation, as co-borrowers, entered into a $2.0 billion five-year Credit
Agreement with Chase Manhattan International Limited, as Facility Agent and Euro
Swing-line Agent, The Chase Manhattan Bank, as US Swing-line Agent, and ABN Amro
Bank N.V., Banca Intesa S.p.A. and Chase Manhattan plc, as Arrangers, on behalf
of additional banks. This new Credit Agreement replaces the Case Credit
Corporation $1.2 billion Revolving Credit and Guarantee Agreement dated August
23, 1996 with Chase Manhattan Bank, as administrative agent.
31
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
In October 1997, Case Credit's Australian subsidiary, Case Credit Australia
Pty Ltd, established a A$400 million revolving credit facility comprised of a
five-year, A$300 million revolving credit facility and a 364-day, A$100 million
revolving credit facility. The Company allowed the A$100 million facility to
terminate in December 2000.
A summary of short-term debt is set forth in the following table (in
millions):
Post-acquisition basis of
accounting
--------------------------------
December 31, December 31,
2000 1999
------ -----
Credit agreements (a)...................... $ 113 $ ---
Commercial paper........................... 76 459
Commercial paper liquidity facility........ --- 184
Asset backed commercial paper facility..... 200 ---
Current portion long term debt............. 910 ---
------------- -------------
Total short-term debt................... $ 1,299 $ 643
============= =============
(a) The credit agreements include borrowings under both committed credit
facilities and uncommitted lines of credit and similar arrangements.
The weighted-average interest rates on total short-term debt outstanding at
December 31, 2000 and 1999, were 6.33% and 6.2%, respectively. At December 31,
2000, the unused portion of the combined committed credit facilities and the
commercial paper program was $912 million of which $200 million is reserved for
use by Fiat. The unused portion of the asset-backed commercial paper facility
was $1 billion. At December 31, 1999, the unused portion of the combined
committed credit facilities and the commercial paper program was $1,021 million,
and the unused portion of the asset-backed commercial paper facility was $543
million.
At the option of the Company, borrowings under the revolving credit
facilities bear interest at: (1) LIBOR, plus an applicable margin; (2) Euribor
plus an applicable margin. Borrowings may be obtained in U.S. dollars and
certain other foreign currencies. Borrowings under the Asset-Backed Commercial
Paper Facility bear interest at prevailing commercial paper rates at the date of
the borrowing. Case Credit's revolving credit facilities contain restrictive
covenants that require that Case Credit maintain certain financial conditions
including a maximum ratio of debt to net worth and a minimum fixed-charge
coverage ratio. The revolving credit facilities also impose restrictions on
certain indebtedness, liens on Company assets and ownership of certain
subsidiaries. Case Credit is in compliance with all restrictive covenants as of
December 31, 2000.
Due to the availability of financing under the Company's credit facilities
and the Company's intent to refinance short-term debt under these facilities,
Case Credit had classified $120 million, $230 million and $50 million of
borrowings under the commercial paper facilities of Case Credit Corporation,
Case Credit Australia Pty Ltd, and Case Credit Ltd., respectively, as long term
at December 31, 1999. As of December 31, 2000 the Company no longer intends to
refinance under these facilities and no commercial paper borrowings have been
classified as long-term debt.
The credit facilities generally provide for facility fees on the total
commitment, whether used or unused, and also provide for annual agency fees to
the administrative agents for the facilities.
Note 10: Long-Term Debt
During the first quarter of 2000, Case Credit issued no additional debt and
retired an aggregate of $150 million of debt, including $100 million of long-
term debt and $50 million of medium-term debt. During the second quarter of
2000, Case Credit's Australian subsidiary, Case Credit Australia Pty. Ltd.,
issued A$75 million of its medium-term notes pursuant to a
32
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
medium-term note program. These notes have maturities that range from twenty-
four to thirty-six months and bear interest based on BBSW (7.12% as of December
31, 2000), for the floating-rate notes. The net proceeds from this issuance
were used to fund Case Credit Australia Pty. Ltd's growth initiatives and for
other corporate purposes. Also during the second quarter, Case Credit retired
an aggregate of $140 million of medium-term debt. During the third quarter, Case
Credit retired $100 million of medium-term debt. During the fourth quarter of
2000, Case Credit retired an aggregate of $144 million of medium-term debt.
On October 26, 2000, Moody's downgraded the senior debt rating of Case
Credit Corporation from Baa2 to Baa3 and downgraded its short-term debt rating
from P2 to P3. On September 12, 2000, Standard & Poor's downgraded the senior
debt rating of Case Credit Corporation, from BBB to BBB- and confirmed its
short-term and commercial paper rating at A2. On August 10, 2000, Dominion Bond
Rating Service Limited downgraded the senior debt rating of Case Credit Ltd.
from A (low) to BBB (high) and confirmed its commercial paper rating at R-1 with
certain conditions, including the wind-down of its commercial paper program.
Case Credit Ltd. is a subsidiary of Case Credit Corporation. The Company does
not believe that these downgrades will have a material adverse impact on its
ability to fund its activities.
Due to the availability of financing under the Company's credit facilities
and the Company's intent to refinance short-term debt under these facilities,
the Company classified $120 million, $230 million and $50 million of borrowings
under the commercial paper facilities of Case Credit Corporation, Case Credit
Australia Pty Ltd, and Case Credit Ltd., respectively, as long term at December
31, 1999. As of December 31, 2000 the Company no longer intends to refinance
under these facilities and no commercial paper borrowings have been classified
as long-term debt.
Purchase accounting related adjustments due to the merger totaled $27
million, which is included in "Long-term debt" in the accompanying
Consolidated Balance Sheets. Amortization of the related purchase accounting
adjustments resulted in expense of approximately $11 million for the year ended
December 31, 2000, and $2 million for the period November 12, 1999 through
December 31, 1999, which is included in "Interest expense" in the accompanying
Consolidated Statements of Income. The remaining purchase accounting adjustments
as of December 31, 2000 total $13 million, which will be recognized as an
increase to "Interest expense" in the accompanying Consolidated Statements of
Income over the next 82 months.
33
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
A summary of long-term debt is set forth in the following table (in
millions):
Post-acquisition basis of
accounting
----------
December 31, December 31,
2000 1999
----- ------
Case Credit Corporation
Notes, payable in 2000, floating interest rate of 6.90%.................. $ -- $ 100
Notes, payable in 2001, interest rate of 6.125%.......................... 100 100
Notes, payable in 2003, interest rate of 6.125%.......................... 200 200
Notes, payable in 2007, interest rate of 6.75%........................... 150 150
Fixed-rate, medium-term notes, maturities through 2002,
weighted-average interest rate of 6.01% and 6.04% 604 898
Floating-rate, medium-term notes, maturities through 2001,
weighted-average interest rate of 6.09 and 6.24%....................... 125 265
Long-term portion of borrowings under commercial paper
facilities, average interest rate of 6.42%............................. -- 40
Direct bid lines, interest rate of 4.90%................................. -- 80
Case Credit Australia Pty Ltd
Fixed-rate, medium-term notes, maturities through 2001, interest
rate of 5.75%.......................................................... 70 81
Floating-rate, medium-term notes, maturities through 2001,
weighted average interest rate of 7.13% and 6.34%....................... 70 33
Long-term portion of borrowings under commercial paper
facilities, average interest rate of 5.91%............................. -- 230
Case Credit Ltd. (Canada)
Fixed-rate, medium-term notes, maturities through 2001,
weighted-average interest rate of 6.30% and 6.26%...................... 133 224
Long-term portion of borrowings under commercial paper
facilities, average interest rate of 5.3%.............................. -- 50
----------- ----------
Gross long-term debt........................................................ $ 1,452 $ 2,451
Less unamortized discount................................................... $ (15) $ (27)
----------- ----------
Less current maturities of long-term debt................................... $ (910) $ --
----------- ----------
Net long-term debt.......................................................... $ 527 $ 2,424
=========== ==========
A summary of the minimum annual repayments of long-term debt as of
December 31, 2000, is as follows (in millions):
2001.............................. $ 910
2002.............................. 178
2003.............................. 214
2004.............................. --
2005.............................. --
2006 and thereafter............... 150
------
Total.......................... $1,452
======
34
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Note 11: Income Taxes
The income and expenses of Case Credit and its domestic subsidiaries are
included in the Consolidated income tax return of Case. The Company's Canadian
subsidiaries file separate income tax returns. In addition, Case Credit's
Australian subsidiaries are permitted income tax relief with Case's Australian
subsidiaries. Provisions for income taxes for all periods are made as if Case
Credit filed a separate income tax return. Any liability incurred by Case
resulting from the inclusion of Case Credit in its income tax returns was
reimbursed to or paid by Case Credit or the appropriate subsidiary.
At December 31, 2000 and 1999, the Company has current taxes receivable of
$6 million and $29 million, respectively, which are included in "Affiliated
receivables" in the accompanying Consolidated Balance Sheets.
The sources of (loss) income before taxes were as follows (in millions):
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
---------- ----------
Year Ended November 12, January 1 to Year Ended
December 31, to December 31, November 11, December 31,
2000 1999 1999 1998
----- ----- ----- -----
U.S. sources................ $ 2 $ 10 $ 72 $ 112
Foreign sources............. (21) (4) 18 19
----- ----- ----- -----
(Loss) income before taxes.. $ (19) $ 6 $ 90 $ 131
===== ===== ===== =====
The (benefit) provision for income taxes is as follows (in millions):
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
---------- ----------
Year Ended November 12, January 1 to Year Ended
December 31, to December 31, November 11, December 31,
2000 1999 1999 1998
----- ----- ----- -----
Current:
United States................... $ 4 $ 1 $ 15 $ 13
Foreign......................... (4) -- 8 8
State........................... (4) -- -- 1
----- ----- ----- -----
Total current................ (4) 1 23 22
===== ===== ===== =====
Deferred:
United States................... (4) 2 8 22
Foreign......................... (3) -- -- 1
State........................... -- -- 1 1
----- ----- ----- -----
Total deferred............... (7) 2 9 24
----- ----- ----- -----
Total tax (benefit) provision $ (11) $ 3 $ 32 $ 46
===== ===== ===== =====
35
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
Following is a reconciliation of income taxes computed at the U.S. Federal
income tax rate to the tax provision reflected in the accompanying Consolidated
Statements of Income (in millions):
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
---------- ----------
Year Ended November 12 January 1 to Year Ended
December 31, to December 31, November 11, December 31,
2000 1999 1999 1998
------------ --------------- ------------ ------------
Tax (benefit) provision at U.S. Federal income tax
rate............................................ $ (7) $ 2 $ 32 $ 46
State taxes, net of Federal benefit................ (6) -- -- 1
Goodwill amortization.............................. 2 -- -- --
Other.............................................. -- 1 -- (1)
------------ --------------- ------------ ------------
Total tax provision............................. $ (11) $ 3 $ 32 $ 46
------------ --------------- ------------ ------------
Case Credit has not recorded valuation allowances against deferred tax
assets in tax jurisdictions where Case and Case Credit have been profitable as
management believes it is more likely than not that such assets will be
realizable. Deferred tax assets and deferred tax liability are included in
"Other assets" and "Accounts payable and other accrued liabilities",
respectively, in the accompanying Consolidated Balance Sheets.
The components of the net deferred tax assets (liabilities) are as follows
(in millions):
Post-acquisition basis of
accounting
----------
December 31, December 31,
2000 1999
----- -----
Deferred tax assets (liabilities):
Allowance for credit losses................ $ 24 $ 12
Deferred gains on sales of receivables..... (28) (37)
Accrued expenses........................... 4 3
Leasing adjustments........................ 1 5
Depreciation............................... (64) (40)
Purchasing accounting adjustment........... (5) (14)
Other...................................... (8) (3)
-------------- --------------
Net deferred tax liabilities............ $ (76) $ (74)
============== ==============
Note 12: Financial Instruments
Fair Market Value of Financial Instruments
The estimated fair market values of financial instruments that do not
approximate the carrying values in the financial statements are as follows (in
millions):
Post-acquisition basis of
accounting
----------------------------------------------
December 31, 2000 December 31, 1999
------------------------ --------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ----------- --------- ---------
Notes receivable......... $2,717 $2,712 $2,874 $2,870
Long-term debt........... 1,437 1,306 2,424 2,411
Derivatives.............. (1) (4) (2) (7)
36
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
The fair market value of notes receivable was based on discounting the
estimated future payments of fixed-rate receivables at prevailing market rates.
The fair value of the interest only strip component of the "Due from trusts"
included in total receivables in the accompanying Consolidated Balance Sheets
was based on loss, prepayment and interest rate assumptions approximating those
currently experienced by the Company. The carrying amounts of floating-rate
receivables, ABS certificates, and certificates of deposit approximate their
fair market value. The fair value of long-debt was based on quoted market
prices; the carrying amount of short-term debt approximates its fair value.
Derivatives
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue such instruments for trading
purposes. The net amounts exchanged are calculated on the basis of the notional
amounts and other terms of the contracts, such as interest rates, and only
represent a small portion of the notional amounts. The credit risk under these
agreements is minimized through diversification among counterparties with high
credit ratings.
Depending on the item being hedged, gains and losses on derivative
financial instruments are either recognized in the results of operations as they
accrue or are deferred until the hedged transaction occurs. 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. Accordingly, changes in the market value of the derivative are highly
correlated with changes in the market value of the underlying hedged item at the
inception of the hedge and over the life of the hedge contract.
Interest Rate Swaps
Case Credit enters into interest rate swaps to stabilize funding costs by
minimizing the effect of potential interest rate increases on floating-rate debt
in a rising interest rate environment. Under these agreements, the Company
contracts with a counterparty to exchange the difference between a fixed rate
and a floating rate applied to the notional amount of the swap. Swap contracts
are principally between one to three years in duration. The differential to be
paid or received on interest rate swap agreements is accrued as interest rates
change and is recognized in net income as an adjustment to interest expense.
Gains and losses resulting from terminated interest rate swap agreements
are deferred and recognized in net income over the shorter term of the remaining
contractual life of the swap agreement or the remaining term of the debt
underlying the swap agreement. If swap agreements are terminated due to the
underlying debt being extinguished, any resulting gain or loss is recognized in
net income as an adjustment to interest expense at the time of the termination.
The weighted-average pay and receive rates for the swaps outstanding at
December 31, 2000, were 6.46% and 6.04%, respectively, at a notional amount of
approximately $1,225 million. The weighted-average pay and receive rates for the
swaps outstanding at December 31, 1999, were 5.65% and 5.10%, respectively, at a
notional amount of approximately $1,125 million.
Back-to-Back Interest Rate Caps
The asset backed commercial paper facility requires a subsidiary of Case
Credit to have interest rate cap agreements in place. Due to the relatively high
expense of obtaining such an instrument, Case Credit sells an identical cap,
concurrent with the cap purchase, to the same counterparty. This effectively
minimizes the overall expense to Case Credit, meets the requirements of the
asset backed commercial paper facility and eliminates any risk of financial loss
on the purchased cap. The defined term of the cap is approximately 79 months.
Premiums paid for interest rate cap agreements purchased and sold are
included in "Other assets" and "Accounts payable and other accrued liabilities,"
respectively, in the accompanying Consolidated Balance Sheets, and are amortized
to interest expense over the terms of the agreements. Amounts receivable or
payable under cap agreements are recognized in net income as adjustments to
interest expense over the term of the related debt. If interest rate cap
agreements are terminated due to the
37
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
underlying debt being extinguished, in conjunction with an ABS transaction, any
resulting gain or loss is recognized in net income as a component of "Net gain
on retail notes sold" at the time of the termination.
At December 31, 2000, Case Credit had a back-to-back cap at a rate of
7.00%, at a notional amount of approximately $430 million. At December 31, 1999,
Case Credit had a back-to-back cap at a rate of 7.00%, at a notional amount of
approximately $255 million.
Treasury Rate Lock Agreements
A Treasury rate lock is a commitment to either purchase or sell the
designated financial instrument at a future date (the determination date) for a
specified price (the reference yield). The purpose of this instrument is to
protect fixed-rate debt from fluctuations in the yield of the Treasury Note that
forms the basis of pricing the debt. As of December 31, 2000, Case Credit has no
treasury locks. As of December 31, 1999, Case Credit had entered into $200
million of Treasury rate locks based on one, two and three-year Treasury Notes
at a weighted-average yield of 6.11%.
Case Credit accounts for these Treasury rate locks as hedges of the
anticipated issuance of fixed-rate securities to outside investors in ABS
transactions as changes in the fair market value of these instruments are highly
correlated to changes in the fair value of the securities to be issued.
Unrealized gains or losses are deferred until the Treasury rate locks are
terminated upon the issuance of the related securities at which time they are
recognized in net income as a component of the "Net gain on retail notes
sold". The unrealized gains on Treasury rate locks in place as of December 31,
1999 totalled $1 million and were deferred until consummation of Case Credit's
ABS transaction in March 2000.
Note 13: Related Party Transactions
Case Credit receives compensation from Case for retail lease contracts that
were created under certain low-rate financing programs and interest waiver
programs offered by Case. The amount of such compensation not yet paid by Case
as of December 31, 2000 and 1999, was $8 million and $6 million respectively,
and is included in "Affiliated receivables" in the accompanying Consolidated
Balance Sheets.
Operating expenses include charges from Case for administrative expenses
related to employees who perform specific functions for Case Credit. Such
charges amounted to $31 million for the year ended December 31, 2000, $2 million
for the period November 12 to December 31, 1999, $31 million for the period
January 1 to November 11, 1999 and $24 million for the year ended December 31,
1998. Management believes that these charges reasonably reflect the actual costs
of services provided.
As of December 31, 2000, New Holland Credit Company has various loans
totaling $874 million to Case Credit. These loans bear interest based on one-
month LIBOR (6.86% - 7.82% as of December 31, 2000), and mature in the first
quarter of 2001. As part of asset-backed securitizations (see Note 2 "Summary of
Significant Accounting Policies"), Case Credit purchased $1,026 million of
receivables from New Holland Credit Company at fair market value.
As of December 31, 2000, Fiat has various loans totaling $150 million to
Case Credit Ltd. These loans bear interest based on one-month LIBOR (6.01% -
6.11% as of December 31, 2000), and mature in the first quarter of 2001.
As of December 31, 2000, Case Canada has various loans totaling $91 million
to Case Credit Ltd. These loans bear interest based on one-month LIBOR (6.25% as
of December 31, 2000), and mature in the first quarter of 2001.
As of December 31, 2000, Case has various loans totaling $21 million to
Case Credit. These loans bear interest based on one-month LIBOR (7.06% as of
December 31, 2000), and mature in the first quarter of 2001.
As of December 31, 2000, Fiat has various loans totaling $20 million to
Case Credit Australia. These loans bear interest based on Japanese LIBOR (1.14%
as of December 31, 2000), and mature in the first quarter of 2001.
38
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Continued)
As of December 31, 2000, Case Canada Investments has various loans totaling
$14 million to Case Credit Ltd. These loans bear interest based on Prime + .75%
(7.44% as of December 31, 2000), and mature in the third quarter of 2001.
Note 14: 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
Case Credit's financial position or results of operations.
Commitments
Commitments under capital and operating leases are not significant to the
financial statements. Total rental expense for operating leases was minimal for
the year ended December 31, 2000 and for the period November 12 to December 31,
1999, January 1 to November 11, 1999 and for the year ended December 31, 1998.
Case Credit's private label credit card had various commitments to extend
credit, net of balances outstanding, of $1,648 million and $913 million for the
years ended December 31, 2000 and 1999, respectively.
Note 15: Segment and Geographical Information
The Company's reportable segments are strategic business units that are
organized around differences in geographic areas. Each segment is managed
separately as they require different knowledge of regulatory environments and
marketing strategies.
Each of Case Credit's segments provides financing for retail installment
sales contracts and leases. These financing arrangements are established in
conjunction with the purchase or lease of new and used Case farm and
construction equipment and other new and used products to end-use customers. The
North American segments also include commercial lending within the equipment
industry, multiple lines of insurance products and private-label credit cards.
The accounting policies of the segments are described in Note 2, "Summary
of Significant Accounting Policies." Case Credit evaluates segment performance
based on segment profit, defined as segment net income. Transfers between
segments are accounted for at market value.
39
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS--(Concluded)
A summary of Case Credit's reportable segment and geographical information
is set forth in the following table (in millions):
Post-acquisition basis of Pre-acquisition basis of
accounting accounting
-------------------------------- ----------------------------
Year ended November 12 to January 1 to Year ended
December 31, December 31, November 11, December 31,
2000 1999 1999 1998
------ ------ ------ ------
Revenues:
United States...................................... $ 371 $ 44 $ 312 $ 315
Canada............................................. 42 4 48 42
Australia.......................................... 29 2 28 20
Other.............................................. -- -- 1 --
------------- ------------- ------------ ------------
Total............................................ $ 442 $ 50 $ 389 $ 377
============= ============= ============ ============
Interest expense:
United States...................................... $ 179 $ 22 $ 124 $ 113
Canada............................................. 29 3 23 21
Australia.......................................... 21 -- 16 9
------------- ------------- ------------ ------------
Total............................................ $ 229 $ 25 $ 163 $ 143
============= ============= ============ ============
Segment profit:
United States...................................... $ 6 $ 7 $ 48 $ 75
Canada............................................. (7) (1) 6 6
Australia.......................................... (6) (3) 4 4
Other.............................................. (1) -- -- --
------------- ------------- ------------ ------------
Total............................................ $ (8) $ 3 $ 58 $ 85
============= ============= ============ ============
Depreciation and amortization:
United States...................................... $ 74 $ 13 $ 58 $ 42
Canada............................................. 4 1 4 3
------------- ------------- ------------ ------------
Total............................................ $ 78 $ 14 $ 62 $ 45
============= ============= ============ ============
Expenditures for additions to long-lived assets*:
United States...................................... $ 117 $ 8 $ 134 $ 321
Canada............................................. 1 8 1 13
------------- ------------- ------------ ------------
Total............................................ $ 118 $ 16 $ 135 $ 334
============= ============= ============ ============
Segment assets (at the end of the period):
United States...................................... $ 2,908 $ 2,891 $ 2,857 $ 2,220
Canada............................................. 491 549 494 543
Australia.......................................... 459 536 510 488
Other.............................................. 1 4 4 9
------------- ------------- ------------ ------------
Total............................................ $ 3,859 $ 3,980 $ 3,865 $ 3,260
============= ============= ============ ============
Long-lived assets* (at the end of the period):
United States...................................... $ 542 $ 496 $ 507 $ 448
Canada............................................. 23 26 26 23
------------- ------------- ------------ ------------
Total............................................ $ 565 $ 522 $ 533 $ 471
============= ============= ============ ============
* Includes equipment on operating lease and property, plant, and equipment
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
40
PART III
Item 10, "Directors and Executive Officers of the Registrant," Item 11,
"Executive Compensation," Item 12, "Security Ownership of Certain Beneficial
Owners and Management," and Item 13, "Certain Relationships and Related
Transactions," are not required pursuant to General Instruction I (2) of Form
10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 6-K.
FINANCIAL STATEMENTS INCLUDED IN ITEM 8
See "Index to Financial Statements of Case Credit Corporation and
Consolidated Subsidiaries" set forth in Item 8, "Financial Statements and
Supplementary Data."
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE INCLUDED IN ITEM 14
SCHEDULES OMITTED AS NOT REQUIRED OR INAPPLICABLE
Schedule I Condensed financial information of registrant
Schedule II Valuation and qualifying accounts
Schedule III Real estate and accumulated depreciation
Schedule IV Mortgage loans on real estate
Schedule V Supplemental Information Concerning Property
Casualty Insurance Operations
EXHIBITS
A list of the exhibits included as part of this Form 10-K is set forth in
the Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
REPORTS ON FORM 6-K
In a Current Report filed on 6-K dated March 14, 2001, CNH Global, N.V.
("CNH"), the indirect parent of Case Corporation, announced its summary of North
American retail unit sales activity for selected agricultural and construction
equipment for various periods.
In a Current Report filed on 6-K dated March 13, 2001, CNH announced its
recommendation for a dividend for the year 2000.
41
In a Current Report filed on 6-K dated February 20, 2001, CNH announced its
summary of North American retail unit sales activity for selected agricultural
and construction equipment for various periods.
In a Current Report filed on 6-K dated February 15, 2001, CNH announced its
unaudited financial results for the quarter ended December 31, 2000.
In a Current Report filed on 6-K dated February 12, 2001, CNH announced the
move of its New Holland bidirectional tractor production to its Fargo plant.
In a Current Report filed on 6-K dated February 2, 2001, CNH announced
its 2000 year-end and fourth quarter earnings on February 14, 2001. Via a
conference call, senior management discussed the 2000 results and its 2001
outlook.
In a Current Report filed on 6-K dated January 16, 2001, CNH announced its
summary of North American retail unit sales activity for selected agricultural
and construction equipment for various periods.
In a Current Report filed on 6-K dated January 8, 2001, CNH announced the
completion of the divestiture of its Fermec Holdings Limited construction
equipment business to Terex Corporation and the approval by the European
Commission of its previously announced agreement to sell its tractor
manufacturing plant in Doncaster, England to Landini S.p.A.
In a Current Report filed on 6-K dated December 20, 2000, CNH announced the
sale of its tractor manufacturing plant in Doncaster, England to Landini S.p.A.
and its summary of North American retail unit sales activity for selected
agricultural and construction equipment for various periods.
In a Current Report filed on 6-K dated November 20, 2000, CNH announced
plans for tractor assembly operations in Racine, Wisconsin.
In a Current Report filed on 6-K dated November 13, 2000, CNH announced
modifications to its senior management team.
In a Current Report filed on 6-K dated October 26, 2000, CNH announced its
unaudited financial results for the quarter ended September 30, 2000 and its
anticipated merger savings.
In a Current Report filed on 6-K dated October 20, 2000, CNH announced the
review of its third quarter results and the reorganization of its manufacturing
operations in Latin America as part of the continued consolidation of its global
industrial organization.
In a Current Report filed on 6-K dated October 17, 2000, CNH announced two
departures from its Board of Directors.
42
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.
Case Credit Corporation
By: /s/ Michel Lecomte
-----------------------------------------
Michel Lecomte
President and Chief Executive Officer
Date: March 29, 2001
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 date indicated.
Signature Title
- -------------------------- ------------------------------------------------
/s/ MICHEL LECOMTE Principal Executive Officer and Director
- --------------------------
Michel Lecomte
/s/ MICHEL LECOMTE Principal Financial and Accounting Officer
- -------------------------- and Director
Michel Lecomte
Date: March 29, 2001
Supplemental Information To Be Furnished With Reports Filed Pursuant to
Section 15(d) Of The Act By Registrants Which Have Not Registered Securities
Pursuant To Section 12 Of The Act.
No annual report to security holders covering the registrant's fiscal year
ended December 31, 2000, or any proxy material has been sent to the registrant's
security holders.
43
EXHIBIT INDEX
Sequential
----------
Exhibit Page
- ------- ----------
Number Description of Exhibit Numbers
- ------ ---------------------------------------------------------------------------------------- ----------
3(a) Certificate of Incorporation of Case Credit Corporation, dated January 26, 1993. (Filed
as Exhibit 3(a) to the Company's Registration Statement No. 33-80775, and incorporated
herein by reference.)
3(b) By-Laws of Case Credit Corporation, adopted January 26, 1993. (Filed as Exhibit 3(b) to
the Company's Registration Statement No. 33-80775, and incorporated herein by
reference.)
4(a)(1) Indenture between Case Credit Corporation, Case Corporation and The Bank of New
York, dated as of February 1, 1996. (Filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by
reference.)
4(a)(2) 6 1/8% Note due 2003 of Case Credit Corporation issued pursuant to the Indenture, dated
as of February 1, 1996, between Case Credit Corporation, Case Corporation and The
Bank of New York. (Filed as Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996, and incorporated herein by reference.)
4(a)(3) Resolutions of the Board of Directors of Case Credit Corporation authorizing the public
offering of debt securities of Case Credit Corporation in an aggregate principal amount
of up to $300,000,000. (Filed as Exhibit 4(c) to the Company's Registration Statement
No. 33-80775, and incorporated herein by reference.)
4(a)(4) Resolutions of the Board of Directors of Case Corporation authorizing the Support
Agreement and/or $300,000,000 Guarantee for Case Credit Corporation Debt Offering.
(Filed as Exhibit 4(d) to the Company's Registration Statement No. 33-80775, and
incorporated herein by reference.)
4(b)(1) Indenture between Case Credit Corporation and The Bank of New York, dated as of
October 1, 1997. (Filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, and incorporated herein by reference.)
4(b)(2) Resolutions to the Board of Directors of Case Credit Corporation authorizing the public
offering of debt securities of Case Credit Corporation in an aggregate principal amount
of up to $700,000,000. (Filed as Exhibit 4(c) to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, and incorporated herein by reference.)
4(b)(3) Form of Medium-Term Note, Series A (Fixed Rate) due from 9 months to 30 years from
the date of issue. (Filed as Exhibit 4.1 to the Form 8-K dated December 19, 1997, and
incorporated herein by reference.)
4(b)(4) Form of Medium-Term Note, Series A (Floating Rate) due from 9 months to 30 years
from date of issue. (Filed as Exhibit 4.2 to the Form 8-K dated December 19, 1997, and
incorporated herein by reference.)
4(b)(5) Action of Authorized Officers of Case Credit Corporation, dated December 8, 1997,
establishing the Medium-Term Notes, Series A. (Filed as Exhibit 4.3 to the Form 8-K
dated December 19, 1997, and incorporated herein by reference.)
4(b)(6) Officers' Certificate and Company Order of Case Credit Corporation, dated December 8,
1997, related to the Medium-Term Notes, Series A. (Filed as Exhibit 4.4 to the Form 8-K
dated December 19, 1997, and incorporated herein by reference.)
44
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Exhibit Page
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Number Description of Exhibit Numbers
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4(c)(1) Resolutions of the Board of Directors of Case Credit Corporation authorizing the public
offering of debt securities of Case Credit Corporation in an aggregate principal amount
of up to $1,000,000,000. (Filed as Exhibit 4(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference.)
4(c)(2) Form of Medium-Term Note, Series B (Fixed Rate) due from 9 months to 30 years from
the date of issue. (Filed as Exhibit 4(b) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, and incorporated herein by reference.)
4(c)(3) Form of Medium-Term Note, Series B (Floating Rate) due from 9 months to 30 years
from the date of issue. (Filed as Exhibit 4(c) to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, and incorporated herein by reference.)
4(c)(4) Action of Authorized Officers of Case Credit Corporation, dated July 27, 1998,
establishing the Medium-Term Notes, Series B. (Filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and incorporated
herein by reference.)
4(c)(5) Officers' Certificate and Company Order of Case Credit Corporation, dated July 27,
1998, related to the Medium-Term Notes, Series B. (Filed as Exhibit 4(e) to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and
incorporated herein by reference.)
10(a) Support Agreement, dated January 10, 1996, between Case Corporation and Case Credit
Corporation. (Filed as Exhibit 10(a) to the Company's Registration Statement No. 33-
80775, and incorporated herein by reference.)
10(b)(1) Revolving Credit and Guarantee Agreement, dated as of August 23, 1996, among Case
Credit Corporation, certain Foreign Subsidiary Borrowers from time to time parties
thereto, the Lenders parties thereto, the Co-Agents and Lead Managers named therein,
and The Chase Manhattan Bank, as Administrative Agent. (Filed as Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996,
and incorporated herein by reference.)
10(b)(2) First Amendment, dated as of November 21, 1996, to the Revolving Credit and
Guarantee Agreement dated as of August 23, 1996, among Case Credit Corporation,
certain Foreign Subsidiary Borrowers from time to time parties thereto, the Lenders
parties thereto, the Co-Agents and Lead Managers named therein, and The Chase
Manhattan Bank, as Administrative Agent. (Filed as Exhibit 10(c) to the Company's
Annual Report for the year ended December 31, 1996, and incorporated herein by
reference.)
10(b)(3) Second Amendment, dated as of August 25, 1997, to the Revolving Credit and Guarantee
Agreement, dated as of August 23, 1996, among Case Credit Corporation, certain foreign
Subsidiaries from time to time parties thereto, the Lenders parties thereto, the
Co-Agents and Lead Managers named therein, and The Chase Manhattan Bank, as
Administrative Agent. (Filed as Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997, and incorporated herein by
reference.)
10(c)(1) Revolving Credit Agreement, dated as of August 23, 1996, among Case Credit Ltd., the
Lenders parties thereto, the Canadian Imperial Bank of Commerce, as Co-Agent, and The
Bank of Nova Scotia, as Agent. (Filed as Exhibit 10(b) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein
by reference.)
45
Sequential
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Exhibit Page
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Number Description of Exhibit Numbers
- ------ ---------------------------------------------------------------------------------------- ----------
10(c)(2) First Amendment, dated as of November 21, 1992, to the Revolving Credit Agreement,
dated as of August 23, 1996, among Case Credit Ltd., the Lenders parties thereto, the
Canadian Imperial Bank of Commerce, as Co-Agent, and The Bank of Nova Scotia, as
Administrative Agent. (Filed as Exhibit 10(e) to the Company's Annual Report for the
year ended December 31, 1996, and incorporated herein by reference.)
10(c)(3) Second Amendment, dated as of August 25, 1997, to the Revolving Credit Agreement,
dated as of August 23, 1996, among Case Credit Ltd., the Lenders parties thereto,
Canadian Imperial Bank of Commerce, as Co-Agent, and The Bank of Nova Scotia, as
Administrative Agent. (Filed as Exhibit 10(b) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997, and incorporated herein by
reference.)
10(d)(1) Deed of Guarantee and Negative Pledge, dated October 17, 1997, executed by Case
Credit Corporation pursuant to which Case Credit Corporation guarantees certain
indebtedness of Case Credit Australia Pty Ltd. (Filed as Exhibit 10(c) to the Company's
Quarterly Report on Form 10-Q for the Quarter ended September 30, 1997, and
incorporated herein by reference.)
10(d)(2) Bill Facility Agreement, dated October 17, 1997, between Case Credit Australia Pty Ltd,
the lenders parties thereto, and National Australia Bank Ltd, as Agent. (Filed as
Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, and incorporated herein by reference.)
10(d)(3) Deed Poll, dated October 17, 1997, executed by Case Credit Australia Pty Limited,
pursuant to which Case Credit Australia Pty Ltd may from time to time issue medium-
term notes. (Filed as Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, and incorporated herein by reference.)
10(e)(1) Amended and Restated Transfer and Administration Agreement, dated as of December 15,
2000, among CNH Capital Receivables Inc., as Transferor, Case Credit Corporation, in
its individual capacity and as Servicer, certain Conduit Purchasers named therein,
certain APA Banks named therein, certain Funding Agents named therein, and The Chase
Manhattan Bank, as Administartive Agent.
12 Computation of Ratio of Earnings to Fixed Charges.
23 The consent of Arthur Andersen LLP, Independent Public Accountants.
46