SECURITIES AND EXCHANGE COMMISSION
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 July, 2003.
CNH GLOBAL N.V.
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 o
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 o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
News Release |
CNH Reports Second Quarter 2003 Profit
For more information contact:
Jeffrey T. Walsh Media Relations (1) 847 955 3939
Albert Trefts, Jr. Investor Relations (1) 847 955 3821
| CNH records a profit for the quarter. | |
| Excluding restructuring charges, CNH profitable for the first half of 2003. | |
| Nearly 80 new products launched in the first seven months of 2003 are expected to contribute to improved margins for the balance of the year. | |
| Debt-for-equity exchange substantially strengthens the balance sheet. |
Lake Forest IL (July 24, 2003) CNH Global N.V. (NYSE:CNH) today reported net income of $36 million, or $.27 per share, for the second quarter of 2003. Consistent with the companys forecast, CNHs second quarter bottom line, excluding restructuring charges of $20 million, net of tax, was $56 million, compared to $45 million for the second quarter of 2002, before restructuring charges of $6 million, net of tax.
For the first half of 2003, CNH reported a net loss of $10 million, or $.08 per share, including restructuring charges of $26 million, net of tax. Excluding restructuring charges, net of tax, in both years, and excluding the cumulative effect of a change in accounting principle in 2002, CNH recorded a profit of $16 million in the first half of 2003, compared to a loss of $1 million for the same period last year.
We continue to deliver bottom line results consistent with our plan, confirming our goal to bring CNH into the black for 2003, excluding restructuring charges, Paolo Monferino, CNH president and chief executive officer said. With our improved balance sheet, CNH is ideally positioned for profitability improvements regardless of market conditions. New, higher margin products on the agricultural side of the business will positively contribute to the bottom line this year and in the future.
Second quarter net sales of agricultural equipment. Net sales of agricultural equipment increased to $1.956 billion for the quarter, compared to $1.778 billion in the second quarter of 2002. Net of favorable currency, revenues were essentially unchanged. During the quarter, CNH under-produced agricultural equipment retail demand by 13% and continued its aggressive actions to reduce dealer stocks.
Second quarter 2003 industry unit sales of agricultural equipment in North and Latin America improved significantly compared to the second quarter of 2002. In North America, industry sales improved across all tractor segments with substantial gains in the under 40 horsepower segment, while combine sales were down slightly. In Europe,
agricultural equipment industry sales declined slightly across all major product categories.
Retail unit sales of CNH agricultural equipment increased in the quarter, particularly combines, for which sales both in Europe and North America increased year-over-year in spite of the industry decline. For over 40 horsepower tractors, CNH kept pace with the industry in North America and in Western Europe.
Second quarter net sales of construction equipment. Net sales of construction equipment were $798 million compared to $804 million in the second quarter of 2002. Net of currency, net sales declined by 9% in the quarter, as CNH under-produced construction equipment retail demand by 15%.
In North America, industry sales of light equipment increased earlier in the year than expected, mainly due to the renewal of captive rental fleets, while industry unit sales of heavy equipment increased slightly. In Europe, industry sales were down for heavy equipment but up for light equipment. In Latin America, industry unit sales of heavy equipment were down considerably.
Retail unit sales of CNH construction equipment declined slightly in North America, mainly due to continued destocking actions and the companys decision not to match certain competitor pricing actions in the quarter. In Western Europe, unit sales of CNH heavy equipment declined in line with the market.
Equipment Operations second quarter financial results. Second quarter net sales of equipment were $2.754 billion, compared to $2.582 billion for the same period in 2002. Net of favorable currency, sales were slightly lower than in the same period last year.
CNH Equipment Operations gross margin for the quarter declined slightly. An unfavorable mix, the reduction of production volumes in order to reduce company and dealer inventory, unfavorable economics, and increased medical and pension costs more than offset higher margins on new products, favorable currency, positive pricing on agricultural products, and the contributions from the companys profit improvement initiatives.
In total, medical and pension costs for active employees and retirees increased by approximately $23 million in the quarter. New actions to reduce overhead costs were a partial offset.
Interest expense for the quarter was lower than in the prior year mainly due to the equity offering in June 2002 and the debt exchanges in June 2002 and April 2003.
First half net sales of equipment were $5.031 billion, compared to $4.821 billion for the same period in 2002.
Financial Services second quarter financial results. In the second quarter of 2003, CNH Capital reported net income of $27 million, compared to net income of $12 million in the same period last year. The significant improvement in the bottom line was due in part to timing differences in the companys ABS transactions between 2003 and 2002, and to the markets favorable reception for the ABS transaction that occurred in the second quarter of 2003.
The total managed portfolio at the end of the quarter increased by 6% compared to December 31, 2002 levels and remained basically unchanged compared to June 30, 2002. The second quarter of 2003 marked the fifth consecutive quarter in which past due and delinquency rates in CNH Capitals core business have declined year-over-year.
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Balance Sheet. Following the $2 billion debt-for-equity exchange early in the second quarter of 2003, Equipment Operations net debt, defined as debt net of cash, cash equivalents and inter-segment notes receivable, was 28% of total net capitalization at the end of the second quarter of 2003, compared with 56% at the end of 2002.
On June 30, 2003, Equipment Operations net debt stood at $1.84 billion, compared to $3.83 billion on June 30, 2002 and $3.66 billion on March 31, 2003. The increase in net debt in the quarter, exclusive of the reduction in net debt resulting from the debt exchange, is related primarily to unfavorable currency translation and a seasonal increase in working capital.
On July 15, 2003, CNH announced its intention to issue $1 billion of senior unsecured notes through the companys wholly-owned US subsidiary, Case New Holland Inc.
Agricultural equipment market outlook for 2003. Based on the results of the first six months, CNH believes that 2003 worldwide industry sales of agricultural equipment should be up slightly. In the second half of 2003, CNH expects industry sales of agricultural tractors to remain flat in Europe while sales of combines are expected to decrease slightly. However, the unseasonably hot weather conditions and associated drought across most of Europe could negatively impact industry sales in the second half of the year.
In North America, industry sales of tractors over 40 horsepower should be flat through the balance of the year, while sales in the under 40 horsepower segment should remain above 2002 levels. Industry sales of combines in North America are expected to be slightly up. Industry sales in Latin America are expected to be up across all major product categories now that government support programs have been confirmed for the balance of the year.
Construction equipment market outlook for 2003. For the balance of the year, CNH anticipates that industry sales of heavy construction equipment will remain flat in North America and down in Western Europe. Industry sales of light construction equipment are also expected to be flat in North America. In Latin America, the current political environment and high interest rates continue to limit infrastructure spending, and this should negatively impact industry sales of construction equipment through the balance of the year.
CNH outlook for 2003. For the full year, CNH expects to report continued and significant bottom line improvement driven by share gains in high horsepower agricultural tractors and combines, higher margins from new agricultural products and tight control of costs.
Looking beyond the current year, the companys profit improvement initiatives, new cost reduction actions and margins on new products should create a solid base for earnings growth over the next three years, irrespective of expected market recovery. CNH has extended its planned profit improvement actions for an additional year, and now expects to achieve a further $100 million in savings by the end of 2006. This estimate is not based on any assumption regarding an appreciable increase in industry volumes from 2002 levels. Through the second quarter of 2003, CNH achieved a total of $606 million in profit improvements.
The companys product renewal process is well underway. On the construction equipment side, almost 50 new products were introduced at the Intermat fair in Paris, in May of this year. For the agricultural business, July has seen the launch of several new core products by both the Case IH and New Holland brands, including the Case IH MXU tractor, the Case IH AFX combine, and a new range of New Holland hay tools. As the
Page 3
proportion of higher-margin new products delivered to the dealer network increases, the companys bottom line will benefit through the balance of the year.
As previously announced, CNH is continuing to aggressively manage its construction equipment business, moving rapidly to cut costs now and restructure the business for sustained profitability. For 2003, CNH expects that the actions now underway should enable the construction equipment business to reduce its operating loss by 50% compared to the prior year.
Employee medical and pension costs are expected to increase by about $90 million in 2003. Continuing profit improvement initiatives and new cost reduction actions totaling approximately $100 million for the year should offset these increased costs.
Interest expense savings realized through the companys successful debt reduction action at the start of the second quarter would be partially offset by higher interest costs resulting from the companys high yield bond offering now underway and by continuing negative translation effects on non-dollar denominated interest expenses.
For the full year, CNH continues to believe that it will record a year-over-year bottom line improvement of about $100 million, before restructuring charges, bringing CNH into the black for 2003.
During 2003, CNH will incur approximately $60 million in pre-tax restructuring costs associated with the restructuring of its construction equipment business. Most of the costs will be incurred in Europe where the obligatory process of consultation and discussion with affected parties is now underway. The total costs already incurred during the first half amount to roughly $20 million.
Depending on the timing of the closure of the companys East Moline, Illinois facility, during 2003, CNH may incur pre-tax restructuring charges of up to $325 million, with a maximum 2003 cash impact of approximately $75 million.
###
CNH management will hold a conference call later today to review its second quarter results. The conference call webcast will begin at approximately 10:00 am U.S. Eastern Time. This call can be accessed through the investor information section of the companys web site at www.cnh.com and is being carried by CCBN.
CNH is the number one manufacturer of agricultural tractors and combines in the world, the third largest maker of construction equipment, and has one of the industrys largest equipment finance operations. Revenues in 2002 totaled $10 billion. Based in the United States, CNHs network of dealers and distributors operates in over 160 countries. CNH agricultural products are sold under the Case IH, New Holland and Steyr brands. CNH construction equipment is sold under the Case, FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.
The information contained in this document is as of July 24, 2003. CNH assumes no obligation to update any forward-looking statement contained in this document.
Forward Looking Statements. This document contains forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995 that are based on managements current expectations, estimates and projections. Words such as expects, anticipates, should, intends, plans, believes, estimates, variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ. Such risks and uncertainties include: general
Page 4
economic and capital market conditions, the cyclical nature of its business, foreign currency movements, hedging practices, CNHs 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), technological difficulties, changes in environmental laws, employee and labor relations, weather conditions, energy prices, real estate values, animal diseases, crop pests, harvest yields, government farm programs and consumer confidence, housing starts and construction activity, concerns pertaining to genetically modified organisms, pension and health care costs, fuel and fertilizer costs.
For a list of major factors and other information that could significantly impact expected results, please refer to CNHs Form 20-F for the year ended December 31, 2002, as filed with the Securities and Exchange Commission.
Page 5
CNH Global N.V.
Revenues and Net Sales
(Dollars in Millions)
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||||
% | % | ||||||||||||||||||||||||||
2003 | 2002 | Change | 2003 | 2002 | Change | ||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||||||
Net sales |
|||||||||||||||||||||||||||
Agricultural Equipment |
$ | 1,956 | $ | 1,778 | 10 | % | $ | 3,556 | $ | 3,330 | 7 | % | |||||||||||||||
Construction Equipment |
798 | 804 | (1 | %) | 1,475 | 1,491 | (1 | %) | |||||||||||||||||||
Total net sales |
2,754 | 2,582 | 7 | % | 5,031 | 4,821 | 4 | % | |||||||||||||||||||
Financial Services |
163 | 137 | 19 | % | 296 | 305 | (3 | %) | |||||||||||||||||||
Eliminations and other |
(8 | ) | (6 | ) | (21 | ) | (24 | ) | |||||||||||||||||||
Total revenues |
$ | 2,909 | $ | 2,713 | 7 | % | $ | 5,306 | $ | 5,102 | 4 | % | |||||||||||||||
Net sales: |
|||||||||||||||||||||||||||
North America |
$ | 1,116 | $ | 1,156 | (3 | %) | $ | 2,136 | $ | 2,293 | (7 | %) | |||||||||||||||
Western Europe |
1,067 | 901 | 18 | % | 1,897 | 1,586 | 20 | % | |||||||||||||||||||
Latin America |
164 | 173 | (5 | %) | 284 | 338 | (16 | %) | |||||||||||||||||||
Rest of World |
407 | 352 | 16 | % | 714 | 604 | 18 | % | |||||||||||||||||||
Total net sales |
$ | 2,754 | $ | 2,582 | 7 | % | $ | 5,031 | $ | 4,821 | 4 | % | |||||||||||||||
CNH GLOBAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions, except per share data)
(Unaudited)
EQUIPMENT | FINANCIAL | ||||||||||||||||||||||||||
CONSOLIDATED | OPERATIONS | SERVICES | |||||||||||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | |||||||||||||||||||||||||
June 30, | June 30, | June 30, | |||||||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2003 | 2002 | ||||||||||||||||||||||
Revenues |
|||||||||||||||||||||||||||
Net sales |
$ | 2,754 | $ | 2,582 | $ | 2,754 | $ | 2,582 | $ | | $ | | |||||||||||||||
Finance and interest income |
155 | 131 | 20 | 23 | 163 | 137 | |||||||||||||||||||||
Total |
2,909 | 2,713 | 2,774 | 2,605 | 163 | 137 | |||||||||||||||||||||
Costs and Expenses |
|||||||||||||||||||||||||||
Cost of goods sold |
2,309 | 2,127 | 2,309 | 2,127 | | | |||||||||||||||||||||
Selling, general and administrative |
275 | 264 | 223 | 229 | 52 | 35 | |||||||||||||||||||||
Research and development |
66 | 75 | 66 | 75 | | | |||||||||||||||||||||
Restructuring |
26 | 8 | 25 | 8 | 1 | | |||||||||||||||||||||
Interest expense |
110 | 131 | 69 | 100 | 52 | 51 | |||||||||||||||||||||
Interest compensation to Financial Services |
| | 21 | 20 | | | |||||||||||||||||||||
Other, net |
57 | 50 | 35 | 6 | 18 | 33 | |||||||||||||||||||||
Total |
2,843 | 2,655 | 2,748 | 2,565 | 123 | 119 | |||||||||||||||||||||
Equity in income (loss) of unconsolidated
subsidiaries and affiliates: |
|||||||||||||||||||||||||||
Financial Services |
1 | 1 | 27 | 12 | 1 | 1 | |||||||||||||||||||||
Equipment Operations |
(1 | ) | (2 | ) | (1 | ) | (2 | ) | | | |||||||||||||||||
Income before taxes and minority interest |
66 | 57 | 52 | 50 | 41 | 19 | |||||||||||||||||||||
Income tax provision |
26 | 15 | 12 | 8 | 14 | 7 | |||||||||||||||||||||
Minority interest |
4 | 3 | 4 | 3 | | | |||||||||||||||||||||
Net income |
$ | 36 | $ | 39 | $ | 36 | $ | 39 | $ | 27 | $ | 12 | |||||||||||||||
Per Share Data: |
|||||||||||||||||||||||||||
Basic and diluted earnings per share (EPS): |
|||||||||||||||||||||||||||
EPS before restructuring |
$ | 0.42 | $ | 0.66 | |||||||||||||||||||||||
EPS |
$ | 0.27 | $ | 0.57 | |||||||||||||||||||||||
Dividends declared |
$ | 0.25 | $ | 0.50 | |||||||||||||||||||||||
See Notes to Condensed Financial Statements.
CNH GLOBAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions, except per share data)
(Unaudited)
EQUIPMENT | FINANCIAL | ||||||||||||||||||||||||||
CONSOLIDATED | OPERATIONS | SERVICES | |||||||||||||||||||||||||
Six Months Ended | Six Months Ended | Six Months Ended | |||||||||||||||||||||||||
June 30, | June 30, | June 30, | |||||||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2003 | 2002 | ||||||||||||||||||||||
Revenues |
|||||||||||||||||||||||||||
Net sales |
$ | 5,031 | $ | 4,821 | $ | 5,031 | $ | 4,821 | $ | | $ | | |||||||||||||||
Finance and interest income |
275 | 281 | 41 | 50 | 296 | 305 | |||||||||||||||||||||
Total |
5,306 | 5,102 | 5,072 | 4,871 | 296 | 305 | |||||||||||||||||||||
Costs and Expenses |
|||||||||||||||||||||||||||
Cost of goods sold |
4,248 | 4,018 | 4,248 | 4,018 | | | |||||||||||||||||||||
Selling, general and administrative |
545 | 542 | 441 | 445 | 104 | 97 | |||||||||||||||||||||
Research and development |
136 | 145 | 136 | 145 | | | |||||||||||||||||||||
Restructuring |
34 | 12 | 31 | 12 | 3 | | |||||||||||||||||||||
Interest expense |
232 | 287 | 157 | 215 | 105 | 119 | |||||||||||||||||||||
Interest compensation to Financial Services |
| | 39 | 36 | | | |||||||||||||||||||||
Other, net |
112 | 86 | 68 | 19 | 37 | 58 | |||||||||||||||||||||
Total |
5,307 | 5,090 | 5,120 | 4,890 | 249 | 274 | |||||||||||||||||||||
Equity in income (loss) of unconsolidated
subsidiaries and affiliates: |
|||||||||||||||||||||||||||
Financial Services |
3 | 2 | 33 | 21 | 3 | 2 | |||||||||||||||||||||
Equipment Operations |
1 | (8 | ) | 1 | (8 | ) | | | |||||||||||||||||||
Income (loss) before taxes, minority interest and cumulative
effect of change in accounting principle |
3 | 6 | (14 | ) | (6 | ) | 50 | 33 | |||||||||||||||||||
Income tax provision (benefit) |
9 | 12 | (8 | ) | | 17 | 12 | ||||||||||||||||||||
Minority interest |
4 | 4 | 4 | 4 | | | |||||||||||||||||||||
Net income (loss) before cumulative effect of change in
accounting principle |
(10 | ) | (10 | ) | (10 | ) | (10 | ) | 33 | 21 | |||||||||||||||||
Cumulative effect of change in accounting principle, net of tax |
| (325 | ) | | (325 | ) | | | |||||||||||||||||||
Net income (loss) |
$ | (10 | ) | $ | (335 | ) | $ | (10 | ) | $ | (335 | ) | $ | 33 | $ | 21 | |||||||||||
Per Share Data: |
|||||||||||||||||||||||||||
Basic and diluted earnings (loss) per share (EPS): |
|||||||||||||||||||||||||||
EPS before restructuring and cumulative effect of
change in accounting principle |
$ | 0.12 | ($0.02 | ) | |||||||||||||||||||||||
EPS before cumulative effect of change in accounting principle |
($0.08 | ) | ($0.16 | ) | |||||||||||||||||||||||
EPS |
($0.08 | ) | ($5.40 | ) | |||||||||||||||||||||||
Dividends declared |
$ | 0.25 | $ | 0.50 | |||||||||||||||||||||||
See Notes to Condensed Financial Statements.
CNH GLOBAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions)
(Unaudited)
EQUIPMENT | FINANCIAL | |||||||||||||||||||||||||
CONSOLIDATED | OPERATIONS | SERVICES | ||||||||||||||||||||||||
June 30, | December 31, | June 30, | December 31, | June 30, | December 31, | |||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2003 | 2002 | |||||||||||||||||||||
Assets |
||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 1,009 | $ | 775 | $ | 662 | $ | 469 | $ | 347 | $ | 306 | ||||||||||||||
Accounts, notes receivable and other net |
6,949 | 5,711 | 2,519 | 2,021 | 4,746 | 4,016 | ||||||||||||||||||||
Intersegment notes receivable |
| | 1,770 | 1,783 | | 354 | ||||||||||||||||||||
Inventories |
2,391 | 2,054 | 2,391 | 2,054 | | | ||||||||||||||||||||
Property, plant and equipment net |
1,480 | 1,449 | 1,468 | 1,437 | 12 | 12 | ||||||||||||||||||||
Equipment on operating leases net |
448 | 544 | | | 448 | 544 | ||||||||||||||||||||
Investment in Financial Services |
| | 1,102 | 1,019 | | | ||||||||||||||||||||
Investments in unconsolidated affiliates |
392 | 375 | 342 | 328 | 50 | 47 | ||||||||||||||||||||
Goodwill and intangibles |
3,393 | 3,385 | 3,250 | 3,245 | 143 | 140 | ||||||||||||||||||||
Other assets |
2,349 | 2,467 | 1,903 | 2,011 | 446 | 456 | ||||||||||||||||||||
Total Assets |
$ | 18,411 | $ | 16,760 | $ | 15,407 | $ | 14,367 | $ | 6,192 | $ | 5,875 | ||||||||||||||
Liabilities and Equity |
||||||||||||||||||||||||||
Short-term debt |
$ | 2,685 | $ | 2,749 | $ | 1,612 | $ | 1,884 | $ | 1,073 | $ | 865 | ||||||||||||||
Intersegment short-term debt |
| | | 354 | 1,070 | 1,083 | ||||||||||||||||||||
Accounts payable |
1,667 | 1,436 | 1,766 | 1,555 | 189 | 183 | ||||||||||||||||||||
Long-term debt |
4,261 | 5,115 | 2,659 | 3,538 | 1,602 | 1,577 | ||||||||||||||||||||
Intersegment long-term debt |
| | | | 700 | 700 | ||||||||||||||||||||
Accrued and other liabilities |
4,954 | 4,699 | 4,526 | 4,275 | 456 | 448 | ||||||||||||||||||||
Total Liabilities |
13,567 | 13,999 | 10,563 | 11,606 | 5,090 | 4,856 | ||||||||||||||||||||
Equity |
4,844 | 2,761 | 4,844 | 2,761 | 1,102 | 1,019 | ||||||||||||||||||||
Total Liabilities and Equity |
$ | 18,411 | $ | 16,760 | $ | 15,407 | $ | 14,367 | $ | 6,192 | $ | 5,875 | ||||||||||||||
Total debt less cash and cash equivalents
and intersegment notes receivables (Net Debt) |
$ | 5,937 | $ | 7,089 | $ | 1,839 | $ | 3,524 | $ | 4,098 | $ | 3,565 | ||||||||||||||
See Notes to Condensed Financial Statements.
CNH GLOBAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)
EQUIPMENT | FINANCIAL | |||||||||||||||||||||||||||
CONSOLIDATED | OPERATIONS | SERVICES | ||||||||||||||||||||||||||
Six Months Ended | Six Months Ended | Six Months Ended | ||||||||||||||||||||||||||
June 30, | June 30, | June 30, | ||||||||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2003 | 2002 | |||||||||||||||||||||||
Operating Activities: |
||||||||||||||||||||||||||||
Net income (loss) |
$ | (10 | ) | $ | (335 | ) | $ | (10 | ) | $ | (335 | ) | $ | 33 | $ | 21 | ||||||||||||
Adjustments to reconcile net income (loss) to net
cash from operating activities: |
||||||||||||||||||||||||||||
Cumulative effect of change in accounting principle |
| 325 | | 325 | | | ||||||||||||||||||||||
Depreciation and amortization |
167 | 176 | 116 | 115 | 51 | 61 | ||||||||||||||||||||||
Intersegment activity |
| | 28 | 40 | (28 | ) | (40 | ) | ||||||||||||||||||||
Changes in operating assets and liabilities |
(778 | ) | (649 | ) | (366 | ) | (250 | ) | (412 | ) | (399 | ) | ||||||||||||||||
Other, net |
115 | 17 | 81 | (12 | ) | 1 | 8 | |||||||||||||||||||||
Net cash from operating activities |
(506 | ) | (466 | ) | (151 | ) | (117 | ) | (355 | ) | (349 | ) | ||||||||||||||||
Investing Activities: |
||||||||||||||||||||||||||||
Expenditures for property, plant and equipment |
(80 | ) | (88 | ) | (78 | ) | (87 | ) | (2 | ) | (1 | ) | ||||||||||||||||
Expenditures for equipment on operating leases |
(33 | ) | (120 | ) | | | (33 | ) | (120 | ) | ||||||||||||||||||
Other, net (primarily acquisitions and divestitures) |
99 | (44 | ) | 10 | (160 | ) | 89 | 59 | ||||||||||||||||||||
Net cash from investing activities |
(14 | ) | (252 | ) | (68 | ) | (247 | ) | 54 | (62 | ) | |||||||||||||||||
Financing Activities: |
||||||||||||||||||||||||||||
Intersegment activity |
| | (283 | ) | (231 | ) | 283 | 231 | ||||||||||||||||||||
Net increase (decrease) in indebtedness |
762 | 438 | 717 | 466 | 45 | (28 | ) | |||||||||||||||||||||
Dividends paid |
(33 | ) | (28 | ) | (33 | ) | (28 | ) | | | ||||||||||||||||||
Other, net |
| 188 | | 188 | | 57 | ||||||||||||||||||||||
Net cash from financing activities |
729 | 598 | 401 | 395 | 328 | 260 | ||||||||||||||||||||||
Other, net |
25 | 11 | 11 | 9 | 14 | 2 | ||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents |
234 | (109 | ) | 193 | 40 | 41 | (149 | ) | ||||||||||||||||||||
Cash and cash equivalents, beginning of period |
775 | 663 | 469 | 378 | 306 | 285 | ||||||||||||||||||||||
Cash and cash equivalents, end of period |
$ | 1,009 | $ | 554 | $ | 662 | $ | 418 | $ | 347 | $ | 136 | ||||||||||||||||
Non-Cash Items: |
||||||||||||||||||||||||||||
Debt-for-Equity exchange |
$ | 2,000 | $ | 1,300 | $ | 2,000 | $ | 1,300 | $ | | $ | | ||||||||||||||||
Financial Services dividend to Equipment Operations |
$ | | $ | | $ | | $ | 250 | $ | | $ | 250 | ||||||||||||||||
See Notes to Condensed Financial Statements.
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
1. | Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the consolidated results of CNH Global N.V. and its consolidated subsidiaries (CNH) in accordance with generally accepted accounting principles in the United States (US GAAP); however, because of their condensed nature, they do not include all of the information and note disclosures required by US GAAP for complete financial statements. These financial statements should therefore be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2002 included in the Companys Annual Report on Form 20-F filed with the SEC on April 22, 2003. | |
The condensed financial statements include the accounts of CNHs majority-owned and controlled subsidiaries and reflect the interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. The operations and key financial measures and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding the consolidated operations and financial results of CNH. The supplemental financial information captioned Equipment Operations includes the results of operations of CNHs agricultural and construction equipment operations, with the Companys financial services businesses reflected on the equity method basis. The supplemental financial information captioned Financial Services reflects the consolidation of CNHs financial services businesses. | ||
Certain prior year amounts have been reclassified to conform with the current year presentation. | ||
2. | Equity The Board of Directors of CNH recommended a dividend of $0.25 per common share on March 5, 2003. The dividend was approved at the Annual General Meeting, which was held on May 8, 2003 and was paid on June 2, 2003 to shareholders of record at the close of business on May 19, 2003. | |
On March 27, 2003, CNHs shareholders approved, at an Extraordinary General Meeting, adoption of certain amendments to the Articles of Association of CNH, including an increase in CNHs authorized share capital to 1,350 million, divided into 400 million common shares and 200 million Series A preference shares with a per share par value of 2.25. | ||
On April 1, 2003, CNH effected a 1-for-5 reverse stock split of its common shares. All references in the accompanying condensed consolidated financial statements and notes thereto to earnings per share and the number of shares have been retroactively restated to reflect this reverse stock split. | ||
On April 7 and 8, 2003, CNH issued a total of 8 million shares of Series A preference shares (Series A Preferred Stock) to Fiat and an affiliate of Fiat in exchange for the retirement of $2 billion in Equipment Operations indebtedness owed to Fiat Group companies. | ||
The Series A Preferred Stock will not accrue dividends until January 1, 2005. Subsequently, the Series A Preferred Stock will pay a dividend at the then prevailing common dividend yield. However, should CNH achieve certain defined financial performance measures, the annual dividend will be fixed at the prevailing common dividend yield, plus an additional 150 basis points. Dividends will be payable annually in arrears, subject to certain provisions that allow for a deferral for a period not to exceed five consecutive years. The Series A Preferred Stock has a liquidation preference of $250 per share and each share is entitled to one vote on all matters submitted to CNHs shareholders. The Series A Preferred Stock will convert into 100 million CNH common shares at a conversion price of $20 per share automatically if the market price of the common shares is greater than $24 at anytime through and including December 31, 2006 or $21 at anytime on or after January 1, 2007, subject to anti-dilution adjustment. In the event of dissolution or liquidation whatever remains of the companys equity, after all its debts have been discharged, will first be applied to distribute to the holders of the Series A Preferred Stock, the nominal amount of their preference shares and thereafter the amount of the share premium reserve relating to the Series A Preferred Stock. Any remaining assets will be distributed to the holders of common shares in proportion to the aggregate nominal amount of their common shares. |
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
3. | Segment Information CNH has three reportable operating segments: agricultural equipment, construction equipment and financial services. CNH evaluates segment performance and reports to Fiat based on results of operations in accordance with the accounting principles followed by Fiat. CNH revenues reported to Fiat exclude finance and interest income of the Equipment Operations. Fiat defines results of operations as the income (loss) before equity (income) loss in unconsolidated subsidiaries, net financial expenses, restructuring and taxes. Net financial expenses primarily include finance and interest income and expenses of the Equipment Operations. | |
A reconciliation of consolidated net income (loss) per US GAAP to results of operations reported to Fiat for the three and six months ended June 30, 2003 and 2002 is as follows: |
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(in millions) | |||||||||||||||||
Net income (loss) per US GAAP statements |
$ | 36 | $ | 39 | $ | (10 | ) | $ | (335 | ) | |||||||
Adjustments to convert from US GAAP to
accounting principles followed by Fiat: |
|||||||||||||||||
Cumulative effect of change in accounting
principle, net of tax |
| | | 325 | |||||||||||||
Amortization of goodwill and other
intangibles |
(42 | ) | (41 | ) | (83 | ) | (82 | ) | |||||||||
Restructuring charge |
8 | 8 | 11 | 12 | |||||||||||||
Other |
(3 | ) | (6 | ) | (4 | ) | (5 | ) | |||||||||
Net income (loss) per accounting principles
followed by Fiat |
(1 | ) | | (86 | ) | (85 | ) | ||||||||||
Reconciliation of net income (loss) per
accounting principles followed by Fiat to
results
of operations: |
|||||||||||||||||
Minority interest |
4 | 3 | 4 | 4 | |||||||||||||
Income tax provision (benefit) |
33 | 13 | 14 | 10 | |||||||||||||
Restructuring charge |
19 | 6 | 24 | 6 | |||||||||||||
Net financial expense |
71 | 95 | 164 | 203 | |||||||||||||
Equity in (income) loss of unconsolidated
subsidiaries and affiliates |
(1 | ) | 1 | (4 | ) | 6 | |||||||||||
Results of operations per accounting principles
followed by Fiat |
$ | 125 | $ | 118 | $ | 116 | $ | 144 | |||||||||
The following summarizes results of operations by segment per accounting principles followed by Fiat: |
Agricultural Equipment |
$ | 83 | $ | 113 | $ | 101 | $ | 151 | |||||||||
Construction Equipment |
(4 | ) | (17 | ) | (46 | ) | (46 | ) | |||||||||
Financial Services |
48 | 22 | 65 | 42 | |||||||||||||
Eliminations |
(2 | ) | | (4 | ) | (3 | ) | ||||||||||
Results of operations |
$ | 125 | $ | 118 | $ | 116 | $ | 144 | |||||||||
A summary of CNHs results reported to Fiat in accordance with accounting principles followed by Fiat is as follows: |
Revenues |
$ | 2,909 | $ | 2,713 | $ | 5,306 | $ | 5,102 | ||||||||
Results of operations |
$ | 125 | $ | 118 | $ | 116 | $ | 144 | ||||||||
2
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
4. | Stock-Based Compensation Plans - CNH has stock-based employee compensation plans which are described more fully in Note 19, Option and Incentive Plans to our 2002 Form 20-F. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. Compensation expense is reflected in net income (loss) for stock options granted with an exercise price less than the quoted market price of CNH common shares on the date of grant. No stock-based employee compensation cost is reflected in net income (loss) for options granted with an exercise price equal to or in excess of the market value of CNH common shares on the date of grant. | |
The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation for the three and six months ended June 30, 2003 and 2002. |
Three Months | Six Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
(in millions, except per share data) | |||||||||||||||||
Net income (loss), as reported |
$ | 36 | $ | 39 | $ | (10 | ) | $ | (335 | ) | |||||||
Add: Stock-based employee compensation
expense included in |
|||||||||||||||||
reported net income (loss), net of tax |
| | | | |||||||||||||
Deduct: Total stock-based employee compensation
expense determined under fair
value based methods, net of tax |
(1 | ) | (1 | ) | (2 | ) | (2 | ) | |||||||||
Pro forma net income (loss) |
$ | 35 | $ | 38 | $ | (12 | ) | $ | (337 | ) | |||||||
EPS: |
|||||||||||||||||
Basic and Diluted as reported |
$ | 0.27 | $ | 0.57 | $ | (0.08 | ) | $ | (5.40 | ) | |||||||
Basic and Diluted pro forma |
$ | 0.26 | $ | 0.55 | $ | (0.09 | ) | $ | (5.43 | ) | |||||||
5. | Restructuring During the three and six months ended June 30, 2003, CNH expensed approximately $26 million and $34 million, respectively of restructuring costs. The restructuring costs primarily relate to severance and other costs incurred due to headcount reductions under the CNH Merger Integration Plan. During the three and six months ended June 30, 2003, CNH utilized approximately $17 million and $35 million, respectively of its restructuring reserves. The utilized amounts primarily represent involuntary employee severance costs and costs related to the closing of existing facilities. | |
6. | Income Taxes For the three months ended June 30, 2003 and 2002, effective income tax rates were 39.4% and 26.3% respectively. For the six months ended June 30, 2003 and 2002, effective income tax rates were 300.0% and (3.8)% respectively. For 2003, tax rates differ from the Dutch statutory rate of 35% primarily due to continued loss patterns in jurisdictions for which no immediate tax benefit is recognized, offset by earnings improvements in jurisdictions that have historically been tax effected. For 2002, tax rates differ from the Dutch statutory rate primarily due to differences in the geographical mix of profit, losses in jurisdictions for which no immediate tax benefit is recognizable, and changes in valuation reserves attributable to prior-year losses. For the six months ended June 30, 2002, the rate is further impacted by the non-deductibility of the cumulative effect of change in accounting principle. |
3
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
7. | Earnings (loss) per share The following table reconciles net income (loss) to net income (loss) before cumulative effect of change in accounting principle and restructuring and related pro-forma earnings (loss) per share (EPS) for the three and six months ended June 30, 2003 and 2002: |
Three Months | Six Months | |||||||||||||||||
Ended | Ended | |||||||||||||||||
June 30, | June 30, | |||||||||||||||||
2003 | 2002 | 2003 | 2002 | |||||||||||||||
(in millions, except per share data) | ||||||||||||||||||
Net income (loss) |
$ | 36 | $ | 39 | $ | (10 | ) | $ | (335 | ) | ||||||||
Cumulative effect of change in accounting principle, net of tax |
| | | 325 | ||||||||||||||
Net income (loss) before cumulative effect of change
in accounting principle |
36 | 39 | (10 | ) | (10 | ) | ||||||||||||
Restructuring, net of tax |
20 | 6 | 26 | 9 | ||||||||||||||
Net income (loss) before cumulative effect of change
in accounting principle and restructuring |
$ | 56 | $ | 45 | $ | 16 | $ | (1 | ) | |||||||||
Weighted-average shares outstanding: |
||||||||||||||||||
Basic |
131.7 | 68.6 | 131.5 | 62.0 | ||||||||||||||
Diluted |
132.0 | 68.6 | 131.6 | 62.1 | ||||||||||||||
Basic and Diluted EPS |
||||||||||||||||||
EPS before cumulative effect of change in accounting principle
and restructuring |
$ | 0.42 | $ | 0.66 | $ | 0.12 | $ | (0.02 | ) | |||||||||
EPS before cumulative effect of change in accounting principle |
$ | 0.27 | $ | 0.57 | $ | (0.08 | ) | $ | (0.16 | ) | ||||||||
EPS |
$ | 0.27 | $ | 0.57 | $ | (0.08 | ) | $ | (5.40 | ) | ||||||||
8. | Accounts and Notes Receivable In CNHs receivable asset securitization programs, retail finance receivables are sold to limited purpose, bankruptcy remote, consolidated subsidiaries of CNH. In turn, these subsidiaries establish separate trusts to which they transfer the receivables in exchange for the proceeds from asset-backed securities sold by the trusts. Due to the nature of the assets held by the trusts and the limited nature of each trusts activities, they are each classified as a qualifying special purpose entity (QSPE) under SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. In accordance with SFAS No. 140, assets and liabilities of the QSPEs are not consolidated in the Companys consolidated balance sheets. The amount outstanding under these programs were $3.9 billion at June 30, 2003 compared to $4.6 billion at December 31, 2002. In addition to the retail securitization programs, certain subsidiaries of CNH securitized or discounted wholesale receivables without recourse. As of June 30, 2003 and December 31, 2002, $1.2 billion remained outstanding under these programs. | |
In January 2003, the FASB issued Interpretation No. 46 Consolidation of Variable Interest Entities (an interpretation of ARB No. 51) (Interpretation No. 46). The adoption of Interpretation No. 46 is not anticipated to have a material impact on CNH. The Companys receivable securitization programs do not involve CNH holding a significant interest in any Variable Interest Entities and therefore do not require the Company to consolidate the assets, liabilities and results of operations of its QSPEs. |
4
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
9. | Inventories Inventories as of June 30, 2003 and December 31, 2002 consist of the following: |
June 30, | December 31, | ||||||||
2003 | 2002 | ||||||||
(in millions) | |||||||||
Raw materials |
$ | 416 | $ | 295 | |||||
Work-in-process |
278 | 267 | |||||||
Finished goods |
1,697 | 1,492 | |||||||
Total inventories |
$ | 2,391 | $ | 2,054 | |||||
10. | Goodwill and Intangibles The following table sets forth changes in goodwill and intangibles for the six months ended June 30, 2003: |
Foreign | |||||||||||||||||
Currency | |||||||||||||||||
Balance at | Translation | Balance at | |||||||||||||||
January 1, 2003 | Amortization | Adjustment | June 30, 2003 | ||||||||||||||
(in millions) | |||||||||||||||||
Goodwill by reporting unit: |
|||||||||||||||||
Agricultural Equipment |
$ | 1,764 | $ | | $ | 9 | $ | 1,773 | |||||||||
Construction Equipment |
631 | | 6 | 637 | |||||||||||||
Financial Services |
138 | | 3 | 141 | |||||||||||||
Total |
2,533 | | 18 | 2,551 | |||||||||||||
Intangibles |
852 | (16 | ) | 6 | 842 | ||||||||||||
Total goodwill and intangibles |
$ | 3,385 | $ | (16 | ) | $ | 24 | $ | 3,393 | ||||||||
As of June 30, 2003 and December 31, 2002, the Companys intangible assets and related accumulated amortization consisted of the following: |
June 30, 2003 | December 31, 2002 | ||||||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||||||
Avg. | Accumulated | Accumulated | |||||||||||||||||||||||||||
Life | Gross | Amortization | Net | Gross | Amortization | Net | |||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||
Intangible assets subject to
Amortization: |
|||||||||||||||||||||||||||||
Engineering Drawings |
20 | $ | 335 | $ | 59 | $ | 276 | $ | 335 | $ | 51 | $ | 284 | ||||||||||||||||
Dealer Network |
25 | 216 | 30 | 186 | 216 | 26 | 190 | ||||||||||||||||||||||
Other |
10-30 | 164 | 57 | 107 | 158 | 53 | 105 | ||||||||||||||||||||||
715 | 146 | 569 | 709 | 130 | 579 | ||||||||||||||||||||||||
Intangible assets not subject
to amortization: |
|||||||||||||||||||||||||||||
Trademarks |
273 | | 273 | 273 | | 273 | |||||||||||||||||||||||
$ | 988 | $ | 146 | $ | 842 | $ | 982 | $ | 130 | $ | 852 | ||||||||||||||||||
CNH recorded amortization expense of approximately $16 million for the six months ended June 30, 2003. CNH recorded amortization expense of approximately $30 million for the year ended December 31, 2002. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the years 2003 to 2007 is approximately $32 million. As acquisitions and dispositions occur in the future and as purchase price allocations are finalized, these amounts may vary. |
5
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
11. | Debt The following table sets forth total debt and total debt less cash and cash equivalents and intersegment notes receivables (Net Debt) as of June 30, 2003 and December 31, 2002: |
Consolidated | Equipment Operations | Financial Services | ||||||||||||||||||||||||
June 30, | December 31, | June 30, | December 31, | June 30, | December 31, | |||||||||||||||||||||
2003 | 2002 | 2003 | 2002 | 2003 | 2002 | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||||
Short-term debt: |
||||||||||||||||||||||||||
With Fiat Affiliates |
$ | 769 | $ | 1,086 | $ | 604 | $ | 817 | $ | 165 | $ | 269 | ||||||||||||||
Other |
1,916 | 1,663 | 1,008 | 1,067 | 908 | 596 | ||||||||||||||||||||
Intersegment |
| | | 354 | 1,070 | 1,083 | ||||||||||||||||||||
Total Short-term debt |
2,685 | 2,749 | 1,612 | 2,238 | 2,143 | 1,948 | ||||||||||||||||||||
Long-term debt: |
||||||||||||||||||||||||||
With Fiat Affiliates |
2,013 | 2,799 | 1,583 | 2,432 | 430 | 367 | ||||||||||||||||||||
Other |
2,248 | 2,316 | 1,076 | 1,106 | 1,172 | 1,210 | ||||||||||||||||||||
Intersegment |
| | | | 700 | 700 | ||||||||||||||||||||
Total Long-term debt |
4,261 | 5,115 | 2,659 | 3,538 | 2,302 | 2,277 | ||||||||||||||||||||
Total debt: |
||||||||||||||||||||||||||
With Fiat Affiliates |
2,782 | 3,885 | 2,187 | 3,249 | 595 | 636 | ||||||||||||||||||||
Other |
4,164 | 3,979 | 2,084 | 2,173 | 2,080 | 1,806 | ||||||||||||||||||||
Intersegment |
| | | 354 | 1,770 | 1,783 | ||||||||||||||||||||
Total debt |
6,946 | 7,864 | 4,271 | 5,776 | 4,445 | 4,225 | ||||||||||||||||||||
Less: |
||||||||||||||||||||||||||
Cash and cash equivalents |
1,009 | 775 | 662 | 469 | 347 | 306 | ||||||||||||||||||||
Intersegment notes receivables |
| | 1,770 | 1,783 | | 354 | ||||||||||||||||||||
Net debt |
$ | 5,937 | $ | 7,089 | $ | 1,839 | $ | 3,524 | $ | 4,098 | $ | 3,565 | ||||||||||||||
At June 30 2003, CNH had approximately $3.6 billion available under $7.4 billion total lines of credit and asset-backed facilities. | ||
12. | Commitments CNH pays for normal warranty costs and the cost of major programs to modify products in the customers possession within certain pre-established time periods. A summary of recorded activity as of and for the six months ended June 30, 2003 for this commitment is as follows: |
Amount | ||||
(in millions) | ||||
Balance, January 1, 2003 |
$ | 169 | ||
Current year provision |
119 | |||
Claims paid and other adjustments |
(108 | ) | ||
Balance, June 30, 2003 |
$ | 180 | ||
13. | Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) as of June 30, 2003 and December 31, 2002 are as follows: |
June 30, | December 31, | ||||||||
2003 | 2002 | ||||||||
(in millions) | |||||||||
Cumulative translation adjustment |
$ | (277 | ) | $ | (419 | ) | |||
Minimum pension liability adjustment, net of taxes of
$223 for each respective date |
(397 | ) | (397 | ) | |||||
Deferred gains (losses) on derivative financial
instruments, net of taxes of $12 and $16, respectively |
(32 | ) | (19 | ) | |||||
Total |
$ | (706 | ) | $ | (835 | ) | |||
6
CNH GLOBAL N.V.
Notes to Unaudited Condensed Consolidated Financial Statements
14. | Subsequent Event On July 15, 2003, CNH announced its intention to issue $1 billion of senior notes, due in 2011, pursuant to Rule 144A under the Securities Act of 1933, as amended. The senior notes will be issued through the companys wholly-owned subsidiary, Case New Holland, Inc. Proceeds will be used to refinance existing debt maturing in 2003, repay selected near term maturities, reduce short term debt and for general corporate purposes. CNH expects to complete this transaction by the end of July 2003. |
7
SIGNATURES |
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/ Darlene M. Roback | |||
Darlene M. Roback Assistant Secretary |
July 25, 2003