<PAGE>
DRAFT #5
August 14, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 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 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 June
30, 2000, all of which are owned by CNH Capital Corporation.
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Financial Statements
Statements of Income .............................................. 3
Balance Sheets .................................................... 4
Statements of Cash Flows .......................................... 5
Statements of Changes in Stockholder's Equity ..................... 6
Notes to Financial Statements ..................................... 7
Item 2. Management's Analysis of Results of Operations..................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk......... 12
PART II
Item 1. Legal Proceedings ................................................. *
Item 2. Changes in Securities.............................................. *
Item 3. Defaults Upon Senior Securities ................................... *
Item 4. Submission of Matters to a Vote of Security Holders ............... *
Item 5. Other Information ................................................. *
Item 6. Exhibits and Reports on Form 8-K................................... 13
__________
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
2
<PAGE>
PART I.
Item 1. Financial Statements.
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Post- Pre- Post- Pre-
acquisition basis acquisition basis acquisition basis acquisition basis
of accounting of accounting of accounting of accounting
----------------- ----------------- ----------------- -----------------
Three Months Three Months Six Months Six Months
Ended June 30, Ended June 30, Ended June 30, Ended June 30,
2000 1999 2000 1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Finance income earned on retail and other notes and
finance leases..................................... $ 42 $ 47 $ 84 $ 87
Interest income from Case Corporation.............. 9 11 16 22
Net gain on retail notes sold...................... 9 15 16 32
Securitization and servicing fee income............ 12 12 24 24
Lease income on operating leases................... 26 25 55 48
Other income....................................... 10 7 17 13
---- ---- ---- ----
Total revenues................................. 108 117 212 226
Expenses:
Interest expense................................... 55 47 108 92
On payables to affiliates.......................... 2 - 3 -
---- ---- ---- ----
Interest expense............................... 57 47 111 92
Operating expenses:
Fees charged by Case Corporation................... 7 9 14 17
Administrative and operating expenses.............. 5 5 11 9
Provision for credit losses........................ 21 5 35 9
Goodwill amortization.............................. 1 - 3 -
Depreciation of equipment on operating leases...... 15 17 34 33
Other.............................................. (1) - (1) 1
---- ---- ---- ----
Total operating expenses 48 36 96 69
---- ---- ---- ----
Total expenses 105 83 207 161
---- ---- ---- ----
Income before taxes.................................... 3 34 5 65
Income tax provision................................... 1 13 2 24
---- ---- ---- ----
Net income............................................. $ 2 $ 21 $ 3 $ 41
==== ==== ==== ====
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Income.
3
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2000 AND DECEMBER 31, 1999
(in millions, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Post-
acquisition basis of accounting
--------------------------------
<S> <C> <C>
June 30, December 31,
ASSETS 2000 1999
------ ------ ----
Cash and cash equivalents......................................... $ 41 $ 67
Retail and other notes and finance leases......................... 2,530 2,461
Wholesale notes and accounts...................................... 490 213
Due from trusts................................................... 209 231
------ ------
Total receivables............................................. 3,229 2,905
Allowance for credit losses....................................... (40) (31)
------ ------
Total receivables-net......................................... 3,189 2,874
Affiliated receivables............................................ 37 58
Equipment on operating leases, at cost............................ 590 529
Accumulated depreciation.......................................... (47) (12)
------ ------
Net equipment on operating leases............................. 543 517
Property and equipment, at cost................................... 6 5
Accumulated depreciation.......................................... (1) -
------ ------
Net property and equipment.................................... 5 5
Goodwill, net..................................................... 125 128
Other assets...................................................... 350 331
------ ------
Total.......................................................... $4,290 $3,980
====== ======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Short-term debt................................................... $ 779 $ 643
Accounts payable and other accrued liabilities.................... 213 201
Affiliated payables............................................... 247 14
Deposits withheld from dealers.................................... 12 16
Long-term debt.................................................... 2,366 2,424
------ ------
Total liabilities............................................. 3,617 3,298
------ ------
Minority interest................................................. 1 1
Stockholder's equity:
Common Stock, $5 par value, 200 shares authorized, issued and
outstanding................................................. - -
Paid-in capital............................................... 674 674
Accumulated other comprehensive income........................ (8) 4
Retained earnings............................................. 6 3
------ ------
Total stockholder's equity.................................... 672 681
------ ------
Total......................................................... $4,290 $3,980
====== ======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Balance Sheets.
4
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Post-acquisition Pre-acquisition
basis of basis of
accounting accounting
---------- ----------
Six Months Six Months
Ended June 30, Ended June 30,
2000 1999
---- ----
<S> <C> <C>
Operating activities:
Net income........................................................................ $ 3 $ 41
Adjustments to reconcile net income to net cash provided by operating activities:
Purchase accounting amortization................................................ 10 -
Depreciation and amortization................................................... 39 34
Provision for credit losses..................................................... 35 9
Net gain on retail notes sold................................................... (16) (32)
Investments in joint ventures................................................... (1) -
Changes in components of working capital:
(Increase) in other assets.................................................... - (7)
Increase in accounts payable and other accrued liabilities.................... 233 33
Other, net.................................................................... (10) 34
------- -------
Net cash provided by operating activities................................... 293 112
------- -------
Investing activities:
Cost of receivables acquired.................................................... (2,086) (1,676)
Proceeds from sales of receivables.............................................. 618 868
Collections of receivables...................................................... 1,149 305
Purchase of equipment on operating leases....................................... (58) (74)
Increase in investments in other assets......................................... (13) (101)
Expenditures for property and equipment......................................... (1) (1)
------- -------
Net cash (used) by investing activities..................................... (391) (679)
------- -------
Financing activities:
Proceeds from the issuance of short-term debt................................... - 125
Proceeds from the issuance of long-term debt.................................... 43 493
Payment of long-term debt....................................................... (290) -
Net increase (decrease) in revolving credit facilities.......................... 319 (52)
------- -------
Net cash provided by financing activities................................... 72 566
------- -------
(Decrease) in cash and cash equivalents............................................. (26) (1)
Cash and cash equivalents, beginning of period...................................... 67 35
------- -------
Cash and cash equivalents, end of period............................................ $ 41 $ 34
======= =======
Cash paid during the period for interest............................................ $ 118 $ 81
======= =======
Cash (received) paid during the period for taxes.................................... $ (25) $ 11
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Cash Flows.
5
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Paid-in Comprehensive Retained Comprehensive
Stock Capital Income Earnings Total Income
------ ------- ------------- -------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Pre-acquisition basis of accounting
-----------------------------------
Balance, December 31, 1996........................ $-- $ 199 $ (6) $ 47 $ 240
Comprehensive income:.............................
Net income..................................... -- -- -- 82 82 $ 82
Translation adjustment......................... -- -- (10) -- (10) (10)
----
Total........................................ $ 72
====
Capital contribution from Case Corp...... -- 45 -- -- 45
--------------------------------------------------
Balance, December 31, 1997........................ $-- $ 244 $(16) $ 129 $ 357
Comprehensive income:.............................
Net income..................................... -- -- -- 85 85 $ 85
Translation adjustment ........................ -- -- (8) -- (8) (8)
----
Total........................................ $ 77
====
Capital contribution from Case Corp............ -- 25 -- -- 25
--------------------------------------------------
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 at 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 income:.............................
Net income..................................... -- -- -- 3 3 $ 3
Translation adjustment......................... -- -- (12) -- (12) (12)
----
Total........................................ $ (9)
====
-------------------------------------------------
Balance, June 30, 2000........................... $-- $ 674 $ (8) $ 6 $ 672
=================================================
</TABLE>
The accompanying notes to financial statements are an integral part of these
Statements of Changes in Stockholder's Equity.
6
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1)--Basis of Presentation
The accompanying financial statements reflect the consolidated results of
Case Credit Corporation and its subsidiaries ("Case Credit" or the "Company").
All significant intercompany transactions have been eliminated in consolidation.
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
84.4% of CNH's outstanding common shares (after giving effect to the conversion
of Fiat Netherlands Holding's $1.4 billion advance to capital into common shares
of CNH on June 30, 2000). As a result, Fiat controls all matters submitted to a
vote of CNH's shareholders, including approval of annual dividends, election and
removal of its directors and approval of extraordinary business combinations.
Further information concerning the acquisition of Case by Fiat Netherlands
Holding is included in Note 3 of the Case Credit Corporation's Annual Report on
Form 10-K for 1999, as filed with the Securities and Exchange Commission.
Further information concerning the acquisition of Case by Fiat Netherlands
Holding is also included in Note 3 of the CNH Global N.V.'s Annual Report on
Form 20-F for 1999, as filed with the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited financial
statements of Case Credit contain all adjustments which are of a normal
recurring nature necessary to present fairly the financial position as of June
30, 2000, and the results of operations, changes in stockholder's equity and
cash flows for the periods indicated. We suggest that you read these interim
financial statements in conjunction with the financial statements and the notes
thereto included in the Company's 1999 Annual Report on Form 10-K for the year
ended December 31, 1999. Interim financial results are not necessarily
indicative of operating results for an entire year.
Certain reclassifications have been made to conform the prior year's
financial statements to the 2000 presentation.
(2)--Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Pursuant to
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133 - an Amendment of FASB
Statement No. 133," this statement must be adopted no later than January 1,
2001, although earlier application is permitted. The Company is currently
evaluating the impact of adopting SFAS No. 133 and SFAS No. 138, which was
issued as an amendment to SFAS No. 133 in June, 2000.
(3)--Asset-Backed Securitizations
During the first six months of 2000, limited-purpose business trusts
organized by CNH Capital issued $1,127 million of asset-backed securities to
outside investors. As of June 30, 2000, CNH Capital had sold $1,150 million of
retail notes to the trusts in connection with these issuances. Of the $1,150
million of retail receivables sold to the trust, Case Credit originated $641
million and New Holland Credit, a wholly owned subsidiary of CNH originated $509
million. No gain on sale has been recorded for the New Holland Credit retail
receivables on the accompanying Statements of Income. During the first six
months of 1999, limited-purpose business trusts organized by Case Credit issued
$912 million of asset-backed securities to outside investors. As of June 30,
1999, Case Credit originated and sold $887 million of retail notes to the trusts
in connection with these issuances. The proceeds from the sale of retail notes
during the first six months of 2000 and 1999 were used to repay outstanding debt
and to finance additional receivables.
(4)--Long-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 medium-term note program. These notes have maturities that range
from twenty-four to thirty-six months and bear interest based on BBSW (6.73% -
6.78% as of June 30, 2000), for the floating-rate notes. The net proceeds from
this issuance were used to fund Case
7
<PAGE>
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
Credit Australia Pty. Ltd's growth initiatives and for other corporate purposes.
Also during the second quarter, Case Credit retired an aggregate of $290 million
of debt, including $100 million of long-term debt and $190 million of medium-
term debt.
(5)--Income Taxes
Case Credit's effective income tax rate of 38% and 37%, respectively, for
the first six months of 2000 and 1999 was higher than the U.S. statutory tax
rate of 35%, primarily due to non-deductible expenses, such as goodwill and
capital taxes foreign income taxed at different rates, and state income taxes.
(6)--Accumulated Other Comprehensive Income
Accumulated other comprehensive income of $(8) million and $4 million as of
June 30, 2000 and December 31, 1999, respectively, consists solely of currency
translation adjustments.
(7)--Case Wholesale Receivables Inc.
During the second quarter, Case Credit purchased (at net book value) Case
Wholesale Receivables Inc. (CWRI) from Case Corporation, consistent with New
Holland's business practice of maintaining U.S. wholesale receivables on the
Credit Company's books. As a result of these actions, the Company's net
receivables increased by $257 million on June 30, 2000. CWRI has a fractional
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 364-day, $475 million facility that is renewable
annually at the sole discretion of the purchasers.
The Company has established reserves for estimated losses under its
wholesale receivable securitizations, and such losses are included in "Allowance
for Credit Losses" on the accompanying Balance Sheets. CNH maintains a security
interest in the equipment financed by wholesale receivables such that in the
event of non-performance by the dealer, CNH can repossess the related equipment
to minimize losses.
Under these programs, the Company records a discount each time receivables
are sold to the counterparties to the facilities. This discount, which reflects
the difference between the current and future value of the receivables sold
along with related transaction expenses, is computed at the then prevailing
market rates as stated in the sale agreement.
(8)--Related Party Transactions
During the second quarter, New Holland Credit loaned $250 million to Case
Credit. These loans bear interest based on one-month LIBOR (7.00% - 7.05% as of
June 30, 2000), and mature in the third quarter of 2000. As part of the asset-
backed securitization (see Note 3), Case Credit purchased $509 million of
receivables from New Holland Credit at fair market value.
(9)--Subsequent Event
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 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.
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 this downgrade will have a
material adverse impact on its ability to finance activity in Canada.
8
<PAGE>
Item 2. Management's Analysis of Results of Operations.
CASE CREDIT CORPORATION AND CONSOLIDATED SUBSIDIARIES
Three Months Ended June 30, 2000, vs. Three Months Ended June 30, 1999
Net Income
Case Credit recorded net income of $2 million for the second quarter of
2000, as compared to net income of $21 million in the prior period. The $19
million decrease in net income is attributable to amortization expense resulting
from purchase accounting adjustments related to the Case-New Holland merger,
increased loan loss provisions, lower margins on receivables and lower gains on
asset-backed securitizations resulting from a rising interest rate environment.
Revenues
Case Credit reported total revenues of $108 million for the second quarter
of 2000, a decrease of $9 million from the prior year due to purchase accounting
adjustments related to the Case-New Holland merger. Net gain on retail notes
sold decreased 40% to $9 million as compared to $15 million for the second
quarter of 1999 due to a rising interest rate environment, lower volume of
asset-backed securitizations, and an increased loss assumption partially offset
by a recognition of a servicing fee asset.
Expenses
Interest expense for the second quarter of 2000 was $57 million,
representing an increase of $10 million from the $47 million reported in the
second quarter of 1999. The increase in interest expense resulted from
amortization expense resulting from purchase accounting adjustments related to
the merger, rising interest rates and higher average debt levels during the
second quarter of 2000 as compared to the second quarter of 1999, primarily due
to the growth in Case Credit's on-balance-sheet receivables and increased
equipment on operating leases.
Operating expenses increased $12 million to a total of $48 million in the
second quarter of 2000 as compared to the second quarter of 1999. This increase
primarily resulted from a $16 million increase in Case Credit's loss provision
as a result of higher average receivables, 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.
Serviced Portfolio
During the first six months of 2000, Case Credit's serviced portfolio of
receivables increased 10% over the same period last year to $8.0 billion. During
the quarter, CNH Capital acquired U.S. wholesale receivables from the Case
business, consistent with New Holland's business practice. A related asset-back
securitization program for wholesale receivables was also transferred during the
first six months. As a result of these actions, CNH Capital's serviced portfolio
of net receivables increased by $735 million by June 30, 2000. Net receivables
originated in the second quarter of 2000 decreased 31% to a total of $707
million versus the same period in 1999 primarily due a lower volume of equipment
sales by Case.
There were no new issuances of limited-purpose business trusts to outside
investors during the second quarter. During the second quarter of 2000, CNH
Capital had sold $428 million of retail notes to the trusts in connection with
securitizations occuring during the first quarter. Of the $428 million of retail
receivables sold to the trust, Case Credit originated $278 million and New
Holland Credit, a wholly owned subsidiary of CNH Global N.V., originated $150
million. During the second quarter of 1999, limited-purpose business trusts
organized by Case Credit issued $152 million of asset-backed securities to
outside investors. During the second quarter of 1999, Case Credit originated and
sold $487 million of retail notes to the trusts in connection with these
issuances. The proceeds from the sale of retail notes during the second quarter
of 2000 and 1999 were used to repay outstanding debt and to finance additional
receivables.
9
<PAGE>
Six Months Ended June 30, 2000, vs. Six Months Ended June 30, 1999
Net Income
Case Credit recorded net income of $3 million for the first six months of
2000, as compared to net income of $41 million in the prior period. The $38
million decrease in net income is attributable to amortization expense resulting
from purchase accounting adjustments related to the Case-New Holland merger,
increased loan loss provisions, lower margins on receivables and lower gains on
asset-backed securitizations resulting from a rising interest rate environment.
These decreases were partially offset by an increase in lease income on
operating leases, reflecting the growth in Case Credit's operating lease
portfolio.
Revenues
Case Credit reported total revenues of $212 million for the first six
months of 2000, a decrease of $14 million from the prior year. Net gain on
retail notes sold decreased 50% to $16 million as compared to $32 million for
the first six months of 1999 due to a rising interest rate environment, lower
volume of asset-backed securitizations, and an increased loss assumption
partially offset by a recognition of a servicing fee asset. This was partially
offset by an increase in operating lease income of $7 million to a total of $55
million for the first six months of 2000, reflecting the growth in Case Credit's
operating lease portfolio.
Expenses
Interest expense for the first six months of 2000 was $111 million, up $19
million from the $92 million reported in the first six months of 1999. The
increase in interest expense resulted from amortization expense resulting from
purchase accounting adjustments related to the merger, rising interest rates and
higher average debt levels during the first six months of 2000 as compared to
the first six months of 1999, primarily due to the growth in Case Credit's on-
balance-sheet receivables and increased equipment on operating leases.
Operating expenses increased $27 million to a total of $96 million in the
first six months of 2000 as compared to the first six months of 1999. This
increase primarily resulted from a $26 million increase in Case Credit's loss
provision as a result of higher average receivables, 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.
Serviced Portfolio
During the first six months of 2000, Case Credit's serviced portfolio of
receivables increased 10% over the same period last year to $8.0 billion. During
the first six months of 2000, CNH Capital acquired U.S. wholesale receivables
from the Case business, consistent with New Holland's business practice. A
related asset-back securitization program for wholesale receivables was also
transferred during the first six months. As a result of these actions, CNH
Capital's net receivables increased by $735 million by June 30, 2000. Net
receivables originated in the first six months of 2000 decreased 27% to a total
of $1,399 million versus the same period in 1999 primarily due a lower volume of
equipment sales by Case.
During the first six months of 2000, limited-purpose business trusts
organized by CNH Capital issued $1,127 million of asset-backed securities to
outside investors. As of June 30, 2000, CNH Capital had sold $1,150 million of
retail notes to the trusts in connection with these issuances. Of the $1,150
million of retail receivables sold to the trust, Case Credit originated $641
million and New Holland Credit, a wholly owned subsidiary of CNH Global N.V.,
originated $509 million. During the first six months of 1999, limited-purpose
business trusts organized by Case Credit issued $912 million of asset-backed
securities to outside investors. As of June 30, 1999, Case Credit originated and
sold $887 million of retail notes to the trusts in connection with these
issuances. The proceeds from the sale of retail notes during the first six
months of 2000 and 1999 were used to repay outstanding debt and to finance
additional receivables.
10
<PAGE>
Liquidity and Capital Resources
The discussion of liquidity and capital resources focuses on the balance
sheets and statements of cash flows.
Cash provided by operating activities increased $181 million to a total of
$293 million in the first six months of 2000 as compared to the first six months
of 1999. In the current year, the primary driver was an increase in intercompany
accounts payable.
Net cash used by investing activities was $391 million and $679 million for
the first six months of 2000 and 1999, respectively. Increased receivable
acquisitions of $410 million, including the $260 million purchase of Case
Wholesale Receivables Inc., partially offset by higher receivable collections of
$844 million caused the decrease between years.
Net cash provided by financing activities was $72 million for the first six
months of 2000, primarily due to the issuance of $43 million of Australian long-
term debt and an increase in revolving credit facilities. Net cash provided by
financing activities was $566 million for the first six months of 1999 as Case
Credit issued an aggregate of $493 million of medium-term notes. The net
proceeds from the medium-term note issuances were used to fund Case Credit's
growth initiatives.
On June 28, 2000, the Company negotiated a one-year, $750 million U.S.
secured loan which replaced the prior U.S. commercial paper liquidity facility.
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 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 credit and liquidity facilities that
include borrowings under both committed credit facilities and uncommitted lines
of credit. The Company also has the ability to issue commercial paper in the
United States, Canada, and 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, cannot exceed the total amount available under the
revolving credit facility.
The Company maintains sufficient committed lines of credit and liquidity
facilities to cover its expected funding needs on both a short-term and long-
term basis. The Company manages its aggregate short-term borrowings so as not to
exceed its availability under its committed lines of credit. The Company
accesses short-term debt markets, predominantly through commercial paper
issuances and uncommitted credit facilities, 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 may access medium- and long-term debt markets,
as appropriate and as available, 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 debt and equity capital markets to
accommodate its liquidity needs. Whenever necessary, funds provided from
operations are supplemented from external borrowing sources.
Outlook
In financial services, the current pressure from higher interest rates is
expected to continue during 2000. Over time, the Company can incorporate rate
changes into its pricing, but these changes are expected to negatively impact
earnings until rates stabilize. The outlook for CNH's agricultural equipment and
construction equipment markets is consistent with statements made by CNH on
July 25, 2000. This is being driven by the global impact of lower commodity
prices and the anticipated effect of higher interest rates on construction
activity in North America. In addition, rising interest rates and unfavorable
foreign exchange continues to adversely impact CNH's equipment and financial
services operations. Recently improved growing conditions have reduced the
outlook for increased commodity prices this year. These factors have been
particularly strong in North America, resulting in significantly lower industry
sales of four-wheel drive tractors and combines through the first six months of
2000. As a result, CNH expects North American industry sales of large
agricultural equipment to decline by approximately 10 to 15 percent this year as
compared to 1999. CNH sales through the first half of 2000 have been impacted by
customer and dealer uncertainty regarding the availability of products that the
company agreed to divest as conditions for regulatory approval of the business
merger of New Holland and Case Corporation. In addition to these demand factors,
market conditions have made it increasingly difficult for CNH to realize planned
pricing increases this year. CNH expects these conditions to continue for the
balance of the year. In its other markets around the world, CNH
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expects slightly lower industry sales in North America, compared to the strong
levels of last year, due to the impact of higher interest rates on construction
activity. CNH now expects overall construction activity in North America to be
slightly lower for the balance of 2000, particularly in the housing sector. In
Europe, the sales outlook remains slightly higher than last year due to stronger
market conditions. In Latin America and other markets around the world, CNH
continues to expect significant sales improvement compared to relatively low
1999 levels as a result of more stable economic conditions. The gains in Europe,
Latin America and the rest of the world are expected to offset the anticipated
decline in North America.
The information included in the "Outlook" section represents forward-looking
statements and involves risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. The Company'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 the Company include general economic
and capital market conditions, the cyclical nature of our business, currency
exchange rate movements, our hedging practices, the Company'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'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. The timing and costs for implementing CNH's merger
integration initiatives are subject to the outcome of negotiations with numerous
third parties, including governmental regulators, purchasers of product lines
required to be divested, labor unions, dealers and others. Further information
concerning factors that could significantly impact expected results is included
in the following sections of CNH Global N.V.'s Annual Report on Form 20-F for
1999, as filed with the Securities and Exchange Commission: Item 1 Description
of Business and Item 9 Management's Discussion and Analysis of Financial
Condition and Results of Operations. Further information concerning factors that
could significantly impact expected results is also included in the following
sections of Case Credit Corporation Annual Report on Form 10-K for 1999, as
filed with the Securities and Exchange Commission: Item 1 Business and Item 7
Management's Analysis of Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk Management
The Company uses derivative financial instruments to manage its interest
rate exposures. Case Credit does not hold or issue financial instruments for
trading purposes. For information regarding Case Credit's interest rate risk
management, reference is made to Item 7A and Note 11 to the Case Credit
Financial Statements in the Company's 1999 Annual Report on Form 10-K. There has
been no material change in the Company's market risk exposures that affect the
quantitative and qualitative disclosures as presented as of June 30, 2000.
Commodity Price and Foreign Currency Risk Management
Commodity prices impact Case Corporation's sales, which may have an impact
on Case Credit's originations. Case Credit is subject to foreign currency risk
in Canada, Australia, and Europe as the investments in these countries are
impacted by currency fluctuations. For information regarding Case Credit's
commodity price and foreign currency risk management, reference is made to Item
7A to the Case Credit Financial Statements in the Company's 1999 Annual Report
on Form 10-K. There has been no material change in the Company's market risk
exposures that affect the quantitative and qualitative disclosures as presented
as of June 30, 2000.
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PART II.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
A list of the exhibits included as part of this Form 10-Q is set forth in
the Index to Exhibits that immediately precedes such exhibits, which is
incorporated herein by reference.
(b) Reports on Form 8-K.
None.
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SIGNATURE
Pursuant to the requirements 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/ JAMES S. BROENEN
----------------------------
James S. Broenen
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory for Case Credit
Corporation)
Date: August 14, 2000
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibit Numbers
------- ----------------------------------------------------------- ----------
12 Computation of Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
15
