<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MAY, 2000.
CNH GLOBAL N.V.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
WORLD TRADE CENTER
TOWER B, 10TH FLOOR
AMSTERDAM AIRPORT
THE NETHERLANDS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form
40-F.)
Form 20-F X Form 40-F
----------- ------------
(Indicate by check mark whether the registrant by
furnishing the information contained in this form is also
thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No X
----------- -----------
(If "Yes" is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
82- _______.)
<PAGE> 2
[CNH LOGO]
NEWS RELEASE
For Immediate Release
CNH REPORTS FIRST QUARTER RESULTS
For more - First quarter net loss, before goodwill and restructuring,
information of $37 million (EPS $.25) in line with expectations and
contact: comparable to last year, on a pro forma basis.
William B.
Masterson - Revenues of $2.6 billion were comparable with the first
01 262 636 5793 quarter of 1999, on a pro forma basis, despite negative
impact of foreign exchange rates.
- 2000 merger integration savings ahead of plan for the year;
agreements reached on several planned divestitures,
negotiations for others continue.
- Retail sales of construction equipment up worldwide, and
retail sales of both agricultural and construction equipment
outperformed the industry.
Racine, Wisconsin (May 3, 2000) - CNH Global (N:CNH), the company
created by the business merger of Case Corporation and New
Holland, today reported a net loss, before goodwill and
restructuring, of $37 million, or $.25 per share, for the first
quarter of 2000. These results were equal to those of the first
quarter of 1999, on a pro forma basis. Including the impact of
goodwill, the company had a first quarter net loss before
restructuring of $54 million, or $.36 per share, also equal to
that of the first quarter of 1999, on a pro forma basis.
Revenues for the first quarter were $2.6 billion, comparable with
the same period last year, on a pro forma basis. Unfavorable
foreign exchange rates negatively impacted first quarter sales by
$85 million, compared to 1999.
"Our operating performance exceeded expectations for the quarter
despite the impact of higher interest rates and unfavorable
foreign exchange," said Jean-Pierre Rosso, chairman and chief
executive officer. "Our integration process is proceeding ahead
of plan, and we now expect to realize increased synergies this
year.
- - CNH Global N.V. Administrative Offices 700 State Street Racine,
WI 53404 U.S.A. http://www.cnh.com -
<PAGE> 3
"During the quarter, we increased market share in almost every
major market around the world, demonstrating our customers
continuing loyalty to their preferred product brands," Rosso
added. "Our commercial organizations and dealer networks remain
extremely focused on serving their customers and meeting their
needs."
First quarter results reflect significant cost reductions
achieved through merger integration activities and ongoing cost
initiatives. These include lower research and development
expenditures and lower selling, general and administrative costs,
as compared to the prior year on a pro forma basis. In addition,
improved price realization and somewhat higher production volume
were also positive factors in the quarter. These were offset by
the impact of higher interest rates for both the equipment and
financial services businesses, and a $23 million, or $.10 per
share, negative impact of foreign exchange, attributed primarily
to the Euro.
Rising interest rates and unfavorable foreign exchange are
expected to reduce earnings in 2000 from the company's prior
expectations. However, increased production and greater merger
synergy savings are anticipated to result in stronger overall
operating performance for the year, as compared to 1999, on a pro
forma basis. In the second quarter of 2000, when the impact of
these negative factors will be more pronounced, earnings are
expected to be comparable to the second quarter of 1999, on a pro
forma basis. For the full year, The company now expects $150
million in synergy savings and at least $500 million by 2003.
MERGER INTEGRATION AHEAD OF PLAN
Merger integration activities were ahead of plan during the first
quarter. A voluntary separation program was instituted in the
period, and consolidation of the company's administrative and
corporate functions continued. As a result, the company has
reduced its global headcount by 1,700 since September 1999,
before the effect of acquisitions and other factors.
CNH has been actively pursuing the divestiture of products and
operations that were agreed to with U.S. and European regulatory
agencies as conditions of the merger. This week, the company
announced that it reached an agreement for the sale of its
interest in Hay and Forage Industries (HFI) to AGCO Corporation,
subject to approval of the U.S. Department of Justice. Under the
agreement, AGCO will continue to provide Case IH-branded hay and
forage products to the Case distribution network until March 31,
2001, and will supply parts for those products under a long-term
agreement.
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In addition, CNH reached an agreement with the A.R.G.O. Group for
the sale of the New Holland facility in Breganze, Italy. CNH also
reached an agreement with A.R.G.O. for the sale of its large
square baler line that is currently produced at its Case facility
in Neustadt, Germany. Both agreements are pending approval of the
European Commission.
In February, CNH completed the divestiture of the Austrian
commercial distribution rights of two of its compact tractor
models to Lindner Traktorenwerk GesmbH, an Austrian agricultural
machinery maker. CNH will continue to produce the tractors at its
Case Steyr plant in St. Valentin, Austria, and supply those
tractors to Lindner. The agreement was approved by the European
Commission and has already been implemented.
Negotiations for the previously announced divestiture of other
products and operations in North America and Europe are
continuing.
CNH CONSIDERS EQUITY FINANCING OPTIONS
The original equity financing plan for the business merger of New
Holland and Case contemplated raising $2 billion of new equity.
In anticipation of this event, a subsidiary of Fiat contributed
$1.4 billion in advance of raising the capital. This advance
would be converted into shares of CNH common stock as part of a
$2 billion public equity offering, the timing of which is
dependent upon market conditions. In the event that the equity
offering does not occur by June 30, 2000, the advance to capital
is designed to convert into shares of CNH common stock on that
date at a price determined by averaging the daily closing prices
(after excluding the highest and lowest prices) of CNH stock for
the preceding 20 trading days. Given current market conditions,
CNH management is continuing to evaluate the various equity
financing options that are available to the company.
WORLDWIDE RETAIL EQUIPMENT SALES
First quarter retail unit sales of CNH construction equipment
were up worldwide with increases in all geographic markets
compared to the combined operations of the first quarter of 1999.
In Latin America, retail sales were up slightly on the strength
of compact equipment sales. In North America and Europe, the
company reported double-digit retail sales growth. CNH
outperformed the industry in each of its major regions around the
world.
Retail unit sales of CNH agricultural equipment were lower in the
first quarter than from combined operations in the comparable
period last year. Growth in unit sales of tractors under 40
horsepower was more than offset by declines in larger tractors
and combines. However, the
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decline in CNH agricultural equipment sales was less than that of
the industry, and the company increased its market share in
nearly every major market around the world.
FINANCIAL SERVICES
CNH Capital, the financial services unit of CNH Global, reported
net income of $14 million for the first quarter of 2000, compared
to $30 million in the same period last year, on a pro forma
basis. The year-over-year decrease in net income is attributable
to lower margins on receivables and lower gains on asset-backed
securitizations resulting from a rising interest rate
environment, as well as increased loss provisions.
CNH Capital's managed portfolio increased to $10.9 billion, up
more than 10 percent as compared to the prior year, on a combined
basis. While the company's geographic expansion and
diversification initiatives contributed to the portfolio growth,
sustained weakness in the farm economy continues to put pressure
on the large agricultural equipment segment of the business.
To support its growing portfolio, CNH Capital issued a $1.1
billion asset-backed securitization in the first quarter, the
largest such transaction in the company's history and the first
to include both Case and New Holland equipment receivables.
CNH Capital continues to execute its growth strategy. It will
establish a pan-European bank with headquarters in Ireland during
the third quarter of 2000, pending regulatory approval. Plans
include incorporating the financing operations in the company's
major markets throughout Western Europe by 2002.
Substantial progress was made during the quarter toward
integrating the financial services business. The closing of six
finance offices in North America, Australia and Latin America was
initiated in the quarter and most back-room processes will be
integrated in all regions by year end.
"We're pleased with the progress we've made toward integrating
our two financial services businesses," stated Ted R. French,
chairman, CNH Capital. "Our decision to establish a banking
operation in Europe demonstrates our commitment to Case and New
Holland customers in the region. The bank will serve as a
platform for further geographic and product expansion across the
European community. We continue to grow and diversify our
business in all regions of the world, and to leverage our
strength as one of the world's largest equipment finance
businesses."
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<PAGE> 6
In financial services, the current pressure for higher interest
rates is expected to continue during 2000. Over time, the company
can incorporate rate changes into its pricing, but until they
stabilize, higher interest rates are expected to negatively
impact earnings.
MARKET OUTLOOK
The outlook remains unchanged for CNH's agricultural equipment
and construction equipment markets; however, rising interest
rates and unfavorable foreign exchange are adversely impacting
the company's equipment and financial services operations.
Industry demand for agricultural equipment remains in line with
the company's expectations, driven by low commodity prices and
higher grain inventories. As a result, the company continues to
expect worldwide sales of agricultural equipment to be moderately
lower than the previous year, particularly high horsepower
tractors and combines.
The global outlook for CNH's construction equipment markets
continues to be stable. In North America, demand in 2000 is
expected to be only slightly lower than strong 1999 levels, as
construction activity continues to be sustained by a healthy
economy. In Europe, the sales outlook remains slightly above last
year due to stronger market conditions. In Latin America and
other markets around the world, the company continues to expect
significant sales improvement compared to relatively low 1999
levels as a result of more stable economic conditions.
With strong global brands, CNH is a leader in the agricultural
equipment, construction equipment and financial services
industries and had combined 1999 revenues of approximately $11
billion. CNH sells its products in 160 markets through a network
of more than 10,000 dealers and distributors. CNH products are
sold under the following brands: Case, Case IH, Fermec,
Fiatallis, Fiat-Hitachi, Link-Belt (earth moving equipment), New
Holland, O&K and Steyr.
FORWARD LOOKING STATEMENTS
The information included in this news release contains
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
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<PAGE> 7
conditions, the cyclical nature of its business, foreign currency
movements, 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 regulation (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. Further information concerning factors
that could significantly impact expected results is included in
the following sections of the company's Form 20-F for 1999, as
filed with the Securities and Exchange Commission: Business --
Business Strategy, Employees, Environmental Matters, Seasonality
and Production Schedules, and Competition; Legal Proceedings; and
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
# # #
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<PAGE> 8
CNH GLOBAL N.V.
REVENUES AND NET SALES
MARCH 31, 2000
(Unaudited - Dollars in Millions)
THREE MONTHS ENDED
-------------------------------
2000 1999 %
ACTUAL PRO FORMA CHANGE
-------- --------- ------
Revenues:
Net sales
Agricultural equipment $ 1,476 $ 1,495 (1%)
Construction equipment 947 924 2%
------- -------
Total net sales 2,423 2,419 --
Financial services 186 189 (2%)
Eliminations and other (1) (3)
------- -------
Total revenues $ 2,608 $ 2,605 --
======= =======
Net sales:
North America $ 1,125 $ 1,098 2%
Western Europe 928 966 (4%)
Latin America 149 142 5%
Rest of World 221 213 4%
------- -------
Total net sales $ 2,423 $ 2,419 --
======= =======
<PAGE> 9
CNH GLOBAL N.V.
CONSOLIDATED STATEMENTS OF INCOME
(MILLIONS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
EQUIPMENT FINANCIAL
CONSOLIDATED OPERATIONS SERVICES
Three Months Ended Three Months Ended Three Months Ended
March 31, March 31, March 31,
-------------------- -------------------- ------------------
2000 1999 2000 1999 2000 1999
Actual Pro Forma Actual Pro Forma Actual Pro Forma
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Net sales $ 2,423 $ 2,419 $ 2,423 $ 2,419 $ -- $ --
Finance and interest income 185 186 28 27 186 189
------- ------- ------- ------- ------- -------
Total 2,608 2,605 2,451 2,446 186 189
- --------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of goods sold 2,043 2,016 2,043 2,016 -- --
Selling, general and administrative 306 331 260 300 46 31
Research and development 89 91 89 91 -- --
Restructuring charge 8 5 8 5 -- --
Interest expense 206 195 138 131 97 94
Other, net 49 37 28 20 21 17
------- ------- ------- ------- ------- -------
Total 2,701 2,675 2,566 2,563 164 142
- --------------------------------------------------------------------------------------------------------------------
Equity in income (loss) of unconsolidated
subsidiaries and affiliates:
Financial Services -- -- 14 30 -- --
Equipment Operations -- (4) -- (4) -- --
- --------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes and minority interest (93) (74) (101) (91) 22 47
Income tax provision (benefit) (35) (14) (43) (31) 8 17
Minority interest 1 (2) 1 (2) -- --
- --------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (59) $ (58) $ (59) $ (58) $ 14 $ 30
======= ======= ======= ======= ======= =======
Basic and diluted earnings (loss) per share (EPS):
EPS before goodwill and restructuring $ (0.25) $ (0.25)
EPS before restructuring $ (0.36) $ (0.36)
EPS $ (0.40) $ (0.39)
</TABLE>
See Notes to Interim Financial Statements.
<PAGE> 10
CNH GLOBAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions)
(Unaudited)
<TABLE>
<CAPTION>
EQUIPMENT FINANCIAL
CONSOLIDATED OPERATIONS SERVICES
-------------------- --------------------- ----------------------
March 31, December 31, March 31, December 31, March 31, December 31,
2000 1999 2000 1999 2000 1999
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 456 $ 466 $ 380 $ 387 $ 76 $ 79
Accounts, notes receivable and other - net 7,198 7,173 2,743 2,546 4,780 4,768
Inventories 2,531 2,422 2,531 2,422 -- --
Property, plant and equipment - net 1,852 1,875 1,843 1,867 9 8
Equipment on operating leases - net 575 557 -- -- 575 557
Investment in Financial Services -- -- 1,086 1,080 -- --
Investments in unconsolidated affiliates 309 328 287 305 22 23
Goodwill and intangibles 3,525 3,495 3,371 3,338 154 157
Other assets 1,248 1,362 865 983 468 417
------- ------- ------- ------- ------- -------
Total Assets $17,694 $17,678 $13,106 $12,928 $ 6,084 $ 6,009
======= ======= ======= ======= ======= =======
Liabilities and Equity
Short-term debt $ 4,456 $ 4,953 $ 3,178 $ 3,879 $ 1,543 $ 1,160
Accounts payable 1,466 1,362 1,445 1,373 21 28
Long-term debt 5,221 4,558 2,119 1,098 3,115 3,474
Subordinated advance to capital 1,400 1,400 1,400 1,400 -- --
Accrued and other liabilities 3,545 3,695 3,358 3,468 319 267
------- ------- ------- ------- ------- -------
16,088 15,968 11,500 11,218 4,998 4,929
Equity 1,606 1,710 1,606 1,710 1,086 1,080
------- ------- ------- ------- ------- -------
Total Liabilities and Equity $17,694 $17,678 $13,106 $12,928 $ 6,084 $ 6,009
======= ======= ======= ======= ======= =======
</TABLE>
See Notes to Interim Financial Statements.
<PAGE> 11
CNH GLOBAL N.V.
CONSOLIDATED STATEMENTS OF INCOME
(Millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
EQUIPMENT FINANCIAL
CONSOLIDATED OPERATIONS SERVICES
Three Months Ended Three Months Ended Three Months Ended
March 31, March 31, March 31,
------------------ ------------------- -------------------
2000 1999 2000 1999 2000 1999
CNH New Holland CNH New Holland CNH New Holland
------- ----------- ------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues
Net sales $ 2,423 $ 1,335 $ 2,423 $ 1,335 $ -- $ --
Finance and interest income 185 57 28 -- 186 85
------- ------- ------- ------- ------- -------
Total 2,608 1,392 2,451 1,335 186 85
- ------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of goods sold 2,043 1,064 2,043 1,064 -- --
Selling, general and administrative 306 156 260 142 46 14
Research and development 89 42 89 42 -- --
Restructuring charge 8 5 8 5 -- --
Interest expense 206 43 138 25 97 46
Other, net 49 (11) 28 (11) 21 --
------- ------- ------- ------- ------- -------
Total 2,701 1,299 2,566 1,267 164 60
- ------------------------------------------------------------------------------------------------------------------------
Equity in income (loss) of unconsolidated
subsidiaries and affiliates:
Financial Services -- -- 14 16 -- --
Equipment Operations -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes and minority interest (93) 93 (101) 84 22 25
Income tax provision (benefit) (35) 34 (43) 25 8 9
Minority interest 1 (1) 1 (1) -- --
- ------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (59) $ 60 $ (59) $ 60 $ 14 $ 16
======= ======= ======= ======= ======= =======
Basic and diluted earnings (loss) per share (EPS):
EPS before goodwill and restructuring $ (0.25) $ 0.44
EPS before restructuring $ (0.36) $ 0.43
EPS $ (0.40) $ 0.40
</TABLE>
See Notes to Interim Financial Statements.
<PAGE> 12
CNH GLOBAL N.V.
Notes to Interim Financial Statements
(1) CNH Global N.V. combines the operations of New Holland N.V. ("New
Holland") and Case Corporation ("Case") as a result of their business
merger on November 12, 1999 ("the merger date"). Effective with the
closing of the merger, New Holland changed its name to CNH Global N.V.
("CNH" or "the Company").
The accompanying financial statements reflect the consolidated results
of CNH and its consolidated subsidiaries and have been prepared in
accordance with generally accepted accounting principles in the United
States, or U.S. GAAP. Prior to the merger date, New Holland presented
its consolidated financial statements in accordance with International
Accounting Standards, or IAS. CNH has presented New Holland's
historical financial results in U.S. GAAP, and certain
reclassifications have been made to conform the historical financial
statements to the CNH presentation. The accompanying financial
statements reflect the historical operating results of New Holland in
accordance with U.S. GAAP, including the results of operations of Case
since the merger date.
CNH has prepared the accompanying unaudited pro forma income statement
data to illustrate the estimated effects of the acquisition of Case by
New Holland as if this transaction had occurred as of January 1, 1999.
The pro forma data reflects the impact of the fair market value
adjustments to the Case assets and liabilities acquired, as well as
incremental interest expense for the related merger financing. These
adjustments are being amortized over the periods estimated to be
benefited and primarily include additional depreciation of fixed assets
and the amortization of (i) the fair value adjustments for acquired
receivables and inventories, (ii) identifiable intangibles, and (iii)
goodwill.
CNH has presented the accompanying unaudited pro forma financial data
for illustrative purposes only. This pro forma data is based on a
preliminary allocation of the purchase price and is not necessarily
indicative of (i) the results of operations that would have occurred
had the transaction been effective as of January 1, 1999, or (ii) the
results of operations that CNH will attain in the future. In addition,
the pro forma financial data does not reflect any synergies, cost
savings or restructuring actions that may occur as a result of the
merger.
The supplemental financial information captioned "Equipment Operations"
includes the results of operations of CNH's agricultural and
construction equipment operations, with the Company's financial
services businesses reflected on the equity basis. The supplemental
financial information captioned "Financial Services" reflects the
consolidation of CNH's credit subsidiaries.
(2) New Holland acquired Case for approximately $4.6 billion in cash,
including related costs and expenses. CNH financed the acquisition with
total borrowings of $3.0 billion under short-term credit facilities, a
subordinated advance to capital of $1.4 billion from a wholly owned
subsidiary of Fiat S.p.A. and available cash of $200 million. This
acquisition was accounted for as a purchase and, accordingly, the
purchase price was allocated to the assets and liabilities of Case
based upon their respective estimated fair values, including
identifiable intangibles, with the remainder allocated to goodwill.
The allocation of purchase price resulted in goodwill of approximately
$2.4 billion. Goodwill allocated to Case's equipment operations of
approximately $2.3 billion is being amortized on a straight-line basis
over 30 years. Goodwill allocated to Case's financial services
operations of approximately $100 million is being amortized on a
straight-line basis over 20 years.
In connection with the acquisition, CNH management is assessing and
formulating a plan to integrate the operations of the Case and New
Holland businesses. As the plan is completed and management commits to
the activities of the plan, the Company anticipates that it will (i)
record additional adjustments to goodwill for identified actions
relative to the Case business, and (ii) incur charges beginning in 2000
to exit certain activities and to further restructure CNH operations.
<PAGE> 13
CNH GLOBAL N.V.
Notes to Interim Financial Statements
(3) CNH has three reportable operating segments: agricultural equipment,
construction equipment and financial services. CNH evaluates segment
performance based on operating earnings. CNH defines operating earnings
as the income of Equipment Operations before interest, taxes and
restructuring charges, including the income of Financial Services on an
equity basis. A reconciliation of Equipment Operations' net income
(loss) to operating earnings is as follows (in millions):
Three Months Ended March 31,
--------------------------------------------
1999
2000 --------------------------------
Actual Pro forma New Holland
---------- ------------ ---------------
Net income (loss) $ (59) $ (58) $ 60
Income tax provision (benefit) (43) (31) 25
Interest expense 138 131 25
Restructuring charge 8 5 5
----- ----- -----
Operating earnings $ 44 $ 47 $ 115
===== ===== =====
The following summarizes operating
earnings by segment (in millions):
Three Months Ended March 31,
-------------------------------------------
1999
2000 -----------------------------
Actual Pro forma New Holland
---------- ------------ ---------------
Agricultural equipment $(32) $(41) $ 73
Construction equipment 62 58 26
Financial services 14 30 16
---- ---- ----
Operating earnings $ 44 $ 47 $115
==== ==== ====
(4) The Company's 2000 and 1999 effective income tax rates were 37% and
36%, respectively. The tax rates differ from the Dutch statutory rate
of 35% primarily due to differences in the geographical mix of profits,
losses in jurisdictions for which no immediate tax benefit is
recognizable, non-deductible expenses, and changes in valuation
reserves attributable to prior-year losses. On a pro forma basis, the
Company's 1999 effective tax rate of 19% was primarily impacted by
differences in the geographical mix of profits, losses in certain
non-U.S. jurisdictions for which no immediate tax benefit was
recognizable, and changes in valuation reserves attributable to
prior-year losses.
(5) Earnings (loss) per common share ("EPS")
(in millions, except per share data):
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------------
1999
2000 ----------------------------
Actual Pro forma New Holland
---------- ------------ --------------
<S> <C> <C> <C>
Basic and Diluted EPS
Net income (loss) $ (59) $ (58) $ 60
Restructuring charge, net of tax 5 4 4
------ ------ -----
Net income (loss) before restructuring (54) (54) 64
Goodwill 17 17 1
------ ------ -----
Net income (loss) before goodwill and restructuring $ (37) $ (37) $ 65
====== ====== =====
Weighted-average shares outstanding 149.0 149.0 149.0
EPS before goodwill and restructuring $(0.25) $(0.25) $0.44
EPS before restructuring $(0.36) $(0.36) $0.43
EPS $(0.40) $(0.39) $0.40
</TABLE>
For the three months ended March 31, 2000, basic and diluted EPS were the same
as the effects of the potentially dilutive securities and contingently issuable
shares assumed upon conversion are antidilutive. For the three months ended
March 31, 1999, basic and diluted EPS were the same as there were no
potentially dilutive securities or contingently issuable shares.
<PAGE> 14
CNH GLOBAL N.V.
Notes to Interim Financial Statements
(6) On November 12, 1999, Fiat Netherlands Holding N.V., formerly New
Holland Holdings N.V., the majority shareholder of CNH, contributed
$1.4 billion to CNH in the form of an advance to capital to partially
finance the merger of New Holland and Case. The terms of this advance
to capital provide that Fiat Netherlands Holding will receive common
shares of CNH in exchange for its advance at the earlier of (1) any
public equity offering by CNH, or (2) June 30, 2000. If CNH conducts a
public equity offering before June 30, 2000, then Fiat Netherlands
Holding will receive that number of CNH common shares that it could
have purchased with $1.4 billion at the public offering price, less any
underwriting discount. Otherwise, Fiat Netherlands Holding will receive
that number of CNH common shares that it could have purchased with $1.4
billion at a price determined by averaging the daily closing prices
(after excluding the highest and lowest prices) of CNH common shares on
the New York Stock Exchange during the 20 trading days immediately
preceding June 30, 2000. CNH may pay a discretionary return to Fiat
Netherlands Holding on its advance to capital at a maximum annual rate
of 6.25% when, as and if declared by the Board of Directors of CNH.
(7) CNH fully, unconditionally and irrevocably guaranteed Case's $900
million in outstanding debt securities that were issued pursuant to two
registration statements under the U.S. Securities Act of 1933, as
amended. The following tables present summary financial information for
Case (in millions):
POST-ACQUISITION PRE-ACQUISITION
BASIS OF ACCOUNTING BASIS OF ACCOUNTING
----------------------- -----------------------------
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, MARCH 31,
----------------------- -----------------------------
2000 1999 1998
----------------------- ------------- --------------
Net sales ..................... $ 1,044 $ 1,084 $ 1,297
Gross profit* ................. $ 105 $ 152 $ 278
Net income (loss) ............. $ (85) $ (48) $ 69
POST-ACQUISITION
BASIS OF ACCOUNTING
-----------------------------
MARCH 31, DECEMBER 31,
2000 1999
------------- --------------
Current assets ................................... $4,047 $4,172
Non-current assets ............................... $7,432 $7,441
Current liabilities .............................. $2,747 $2,519
Non-current liabilities .......................... $5,276 $5,530
Minority interests ............................... $ 7 $ 8
- ------
*Gross profit is defined as net sales less cost of goods sold.
<PAGE> 15
SIGNATURES
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.
CNH Global N.V.
By: /s/ Kevin J. Hallagan
-----------------------------
Kevin J. Hallagan
Assistant Secretary
May 3, 2000
