CNH GLOBAL N.V. ANNUAL REPORT 2011 1 80051616 M 7389676 / 1 ANNUAL REPORT 2011 Table of Contents Management Report Introduction Structure and activities of the Company Key events during the year Financial review and results Main risks and uncertainties CNH outlook for 2012 Directors’ remuneration Human resources Research and Innovations Corporate governance report 4 5 7 10 14 15 15 15 15 18 Financial statements Consolidated financial statements Consolidated income statements Consolidated statements of comprehensive income Consolidated statements of financial position Consolidated statements of cash flows Statements of changes in consolidated equity Notes to the consolidated financial statements 26 27 28 30 31 32 Corporate financial statements Corporate balance sheets Corporate profit and loss accounts Notes to the corporate financial statements 84 85 86 Other information Independent auditor’s report Proposed appropriation of results 103 103 2 80051616 M 7389676 / 1 Signatures Directors Harold D. Boyanovsky ___________________________________ Thomas Colligan ___________________________________ Dr. Edward A. Hiler ___________________________________ Léo W. Houle __________________________________ Dr. Rolf M. Jeker __________________________________ Dr. Peter Kalantzis __________________________________ John Lanaway __________________________________ Kenneth Lipper __________________________________ Sergio Marchionne ___________________________________ Paolo Monferino Jacques Theurillat __________________________________ ___________________________________ General Counsel and Secretary Michael P. Going ___________________________________ Confirmed and adopted by the Shareholders of the Company on April 3, 2012 3 80051616 M 7389676 / 1 MANAGEMENT REPORT Introduction CNH Global N.V. (“CNH” or the “Company”) is incorporated in, and under the laws of, The Netherlands. Operating through its direct and indirect subsidiaries ("Subsidiaries"), CNH is one of the world’s leaders in the manufacturing, marketing and distribution of agricultural and construction equipment. CNH is listed on the New York Stock Exchange under the symbol “CNH”. To satisfy the filing requirements of the United States Securities and Exchange Commission (“SEC”), the Company also prepares consolidated financial statements in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The financial statements under U.S. GAAP were made available to all shareholders of the Company when filed with the SEC on Form 20-F on February 29, 2012. The Company also prepares consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), which are included in this Annual Report. The underlying management report summarizes, per caption, the relevant information as required by Dutch law. For further details, reference is made to the extensive analyses provided in our Annual Report on Form 20-F, which can be found on our website. CNH's worldwide agricultural equipment and construction equipment operations are collectively referred to as "Equipment Operations". CNH's worldwide financial services operations are collectively referred to as "Financial Services". Within its Equipment Operations, CNH markets its products globally through its two highly recognized brand families, Case and New Holland. Case IH (along with Steyr in Europe) and New Holland make up the agricultural brand family. Case and New Holland Construction (along with Kobelco in North America) make up the construction equipment brand family. In agricultural equipment, CNH believes it is one of the leading global manufacturers of agricultural tractors and combines based on units sold, and it has leading positions in hay and forage equipment and specialty harvesting equipment. In construction equipment, it has a leading position in backhoe loaders and a strong position in skid steer loaders in North America and crawler excavators in Western Europe. In addition, CNH provides a complete range of replacement parts and services to support its equipment. As of December 31, 2011, the Company was manufacturing its products in 37 facilities throughout the world and distributing its products in approximately 170 countries through a network of approximately 11,300 dealers and distributors. Unless otherwise indicated, all financial data set forth in this Annual Report is expressed in U.S. dollars. As of December 31, 2011, Fiat Netherlands Holding N.V. (“Fiat Netherlands”) owned approximately 88% of the outstanding ordinary shares of CNH. As of December 31, 2011, Fiat Netherlands was a direct, wholly-owned subsidiary of Fiat Industrial S.p.A. (“Fiat Industrial”, and, together with its subsidiaries, the "Fiat Industrial Group"). Fiat Industrial is a corporation organized under the laws of the Republic of Italy whose stock is traded on the Milan stock exchange. Fiat Industrial Group’s three sectors design, produce, sell and finance trucks, commercial vehicles, buses, special vehicles (Iveco), tractors, and agricultural and construction equipment (CNH), in addition to engines and transmissions for those vehicles and engines for marine applications (FPT Industrial). Fiat Netherlands was a direct, wholly-owned subsidiary of Fiat S.p.A. (“Fiat”, and, together with its subsidiaries, the “Fiat Group”) until December 31, 2010. On January 1, 2011, Fiat effected a “demerger” under Article 2506 of the Italian Civil Code. Pursuant to the demerger, Fiat transferred its ownership interest in Fiat Netherlands to a new holding company, Fiat Industrial, including Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat Industrial. In connection with the demerger transaction, shareholders of Fiat received shares of the capital stock of Fiat Industrial. 4 80051616 M 7389676 / 1 Structure and activities of the Company CNH was built on the experience of brands that over the years have played a key role in the development of the agricultural and construction equipment industries in both Europe and the United States and that today offer customers the best technological solutions available. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands, as well as the Steyr brand in Europe. Construction equipment is sold under the New Holland Construction and Case Construction brands, as well as the Kobelco brand in North America. CNH offers customers adaptable, high quality, high productivity products, backed by full service support (CNH Parts & Service) and tailored financing solutions (CNH Capital). Case IH Agriculture The Case IH Agriculture brand has a long tradition of leadership in the agricultural sector. The brand is synonymous with incomparable performance, reliability and operating efficiency. The range of tractors, balers and combines continues in the tradition of notable predecessors such as Case International Harvester and David Brown, to name but a few. Today, Case IH is a global supplier of powerful, reliable, highly-productive machines backed by an organization dedicated to the provision of professional services to support agriculture producers in the optimized, 360 degree management of their activities. New Holland Agriculture New Holland Agriculture provides solutions that improve farming efficiency and productivity through the use of affordable technologies. In 2006, the brand launched its Clean Energy Leader strategy to actively promote sustainable agricultural technology. New Holland offers cash crop producers, livestock farmers, contractors, vineyards and ground-care professionals the largest choice of easy-to-operate tractors, harvesters and material handling equipment with more than 80 product lines and over 300 models. New Holland complements its agricultural equipment offering with efficient parts & service support and a range of tailored financial services. Through its global network of highly professional dealers, the brand guarantees full service support. Steyr For more than 60 years, Steyr has been known for the quality, reliability and excellence of its agricultural tractors. Steyr’s distinctive tractors, with the trademark red-white-red design first used in 1967, are produced at the St. Valentin plant in Austria. The brand is leader in the “premium” segment in Austria and exports 60% of production, principally to Germany, Switzerland, France, Italy, Belgium, the Netherlands, Luxembourg, Scandinavia and Eastern Europe. Nineteen tractor models are produced at the St. Valentin plant in Austria, including the Kompakt, 9000 MT, Profi and CVT series, as well as products for municipal and forestry applications. A range of products that demonstrates the brand's ability to respond rapidly to the ever-changing demands of the market. New Holland Construction New Holland Construction is a leader in the global construction equipment market. Behind the trademark black and yellow livery is the wealth of know-how and experience inherited from Fiat Kobelco, Kobelco, O&K, New Holland and Fiat Allis, whose strengths were combined to form a brand that offers advanced solutions to the construction sector and strives constantly for total customer satisfaction. Complementing New Holland Construction's full product offer is an extensive network of dealers that operate by a simple yet key philosophy: listen to customers, take a personal approach to their problems and rapidly find an effective solution. Case Construction Since it was established in Racine, Wisconsin (USA) more than 170 years ago, Case Construction has built a reputation as a premium manufacturer of a wide range of technologically-advanced products for the construction equipment industry. 5 80051616 M 7389676 / 1 With more than 90 models carrying the Case name and colors, the brand has a solution for every application. The product lineup includes skid steer loaders, mini excavators, backhoe loaders, crawler and wheel excavators, and wheel loaders – all designed to face extreme climate conditions or operate in high-risk situations. In addition, for more than a century, Case has had an enviable reputation as supplier to the armed forces, and governmental and non-governmental organizations around the world engaged in activities such as dismantling land mines and re-building communities devastated by natural disasters. Kobelco Kobelco manufactures and sells a complete range of compact, mid-size and full-size excavators ranging from 1.9 to 88 tons. Particular attention is given to the power and precision of its machines to ensure they exceed customer expectations. Kobelco excavators are sold through over 250 distribution outlets in North America and customers are supported by a network of experienced dealers. 6 80051616 M 7389676 / 1 Key Events during the year JANUARY NEW HOLLAND / CASE IH: ASABE awards the AE50 to New Holland Agriculture and Cash IH Agriculture for innovative technologies in Agricultural equipment. CASE IH: Release of 235-340 hp Tier 4A/Stage IIIB Magnum Series tractors (with global armrest controls) in North America and Europe. CASE Launch of the new C-series crawler excavator with Tier4A/Stage IIIB engines. FEBRUARY NEW HOLLAND: Launch in Europe of new Tier 4A/Stage IIIB compliant CX combines equipped with ECOBlue SCR technology. NEW HOLLAND: The new T4 PowerStar utility tractor range with 55-100 hp engines is introduced in Europe and North America. CASE Launch of new Alpha Series skid steers and compact track loaders for the Agricultural and construction markets. MARCH CNH Global N.V. acquires full ownership of L&T – Case Equipment Private Limited (a 50/50 JV with Larsen & Toubro Limited), part of CNH’s long-term commitment to consolidating its construction and building equipment business in India. NEW HOLLAND U.S. launch of the Roll Belt 450 Utility round baler for small acreage farmers. CASE IH: Release of 350–500 hp Tier 4A/Stage IIIB Steiger Series tractors and Module Express 635 cotton picker with 400 hp engine in North America. CASE At ConExpo in Las Vegas, Case Construction introduces new B Series motor grader, with the 865B variable horsepower model, and new F-Series wheel loaders, including the 1021F and 1221F for quarry, aggregate and truckloading. All are equipped with SCR Tier 4A/Stage IIIB engines. CASE Launch of 3 new DV Series double-drum compactors and the PT240, the brand’s First pneumatic tire compactor. CASE Launch of new CX800B crawler excavator in Latin America. NEW HOLLAND: At ConExpo in Las Vegas, the brand launches updates to the B-Series tractor loader backhoe and the allnew compact excavator E55BX. NEW HOLLAND: Presentation at Samoter (in Italy) of new C-series crawler excavator with Tier 4A/Stage IIIB compliant SCR engines and new wheel loaders. NEW HOLLAND: Also presented were the new 200 Series Skid Steer and Compact Track loaders with patented vertical lift Super Boom 7 80051616 M 7389676 / 1 APRIL CNH: CNH announces plan to produce combines and tractors in Argentina for the Latin American market. Initially, $100 million is to be invested in new production lines and expansion of existing Fiat Industrial site in Cordoba. CASE IH: In North America, Case IH begins shipment of 550–600 hp Steiger/Quadtrac 4WD series tractors with best-inclass fuel efficiency and hydraulic flow. NEW HOLLAND: Release in Latin America of the D140B dozer and new models of motor graders. MAY NEW HOLLAND: At Agrishow, the brand presents the 273-389 hp T8 tractor range, the highest horsepower tractors produced in Brazil, and the TL Exitus tractor and new SP3500 Sprayer. JUNE CASE IH: Case IH sugar cane harvesters receive “Top of Mind” award from Revista Rural in Brazil. CASE: In North America, the Case 850L crawler dozer, Case 580M loader/backhoe, Case 440 Series 3 skid steer loader and Case 621E wheel loader are recognized as “Contractor’s Choice” machines for 2011 by Roads & Bridges. CASE: Launch of new B-series graders in Latin America. AUGUST CASE IH: At Farm Progress Show in the U.S., the brand introduces the new Efficient Power Axial- Flow 30 Series combines, Patriot 4430 sprayer and Maxxum tractor series, all Tier 4A/Stage IIIB emission compliant. CASE IH: Case IH launches new Magnum series tractors in Latin America and the new Axial Flow 2566, its first ever class 5 combine for that market. SEPTEMBER CNH: Celebration of 600 thousandth tractor produced by TürkTraktör, the CNH joint venture with Koç Holding. NEW HOLLAND: New Holland Agriculture consolidates leadership in Tier 4A/Stage IIIB compliant equipment with introduction of CX and flagship Twin Rotor CR Series in Europe and in North America. All combines feature ECOBlue SCR technology. CASE IH: The Case IH Diesel Saver Automatic Productivity Management (APM) System – with fully-integrated rivetrain management for the Case IH Steiger 4WD and Quadtrac tractors – receives ASABE 2011 Rain Bird Engineering Concept of the Year Award. OCTOBER CNH: CNH announces a strategic alliance with Semeato, leader in Brazil for no-till grain seeding technologies. The collaboration will cover a variety of areas, further strengthening CNH’s leadership in Latin America. CNH: CNH announces agreement with De Lage Landen (a wholly-owned subsidiary of Rabobank) for provision of retail financing under the CNH Capital brand to customers in the Russian Federation. 8 80051616 M 7389676 / 1 NOVEMBER CNH: CNH Capital LLC issues a $500 million bond due November 2016. NEW HOLLAND: Introduction of new midrange T5 and T6 tractor series (with Tier 4A/Stage IIIB engines) and TD5 at Agritechnica. The second-generation NH2TM hydrogen tractor is also displayed. Agritechnica awards "Machine of the Year 2012" to the new CR combine and five silver medals for New Holland’s innovative technologies. NEW HOLLAND: The Braud 9090X olive harvester and ECOBraud sustainable viticulture, awarded at Agritechnica, also receive recognition from the awards panel of SITEVI, the international exhibition in France for the vinewine & fruit-vegetable sectors. DECEMBER CNH: CNH announces initial $90 million investment for new manufacturing plant in Harbin in northeast China. The new facility will produce high horsepower tractors, combine harvesters and other advanced machinery. CASE IH: The new Case IH Patriot 4430 sprayer is chosen as the “2011 CropLife IRON Product of the Year”. CASE: Introduction in Europe of the new 40 ton class CX470C and the CX470C ME crawler excavators, Tier A/Stage IIIB compliant. 9 80051616 M 7389676 / 1 Financial review and results Worldwide agricultural equipment industry unit sales increased 12% over 2010, with global demand up 12% for tractors and 16% or combines. North American tractor sales were up 2%, for both over and under 40 hp segments, and combine sales were down 5%. Latin American tractor sales decreased 2% and combine sales increased 21%. EAME & CIS (Europe, Africa Middle East and CIS) markets continued to improve during 2011, with tractor sales up 25% and combine sales up 39%. APAC (Asia Pacific) markets recorded a 12% increase for tractors and 22% for combines. Worldwide agricultural equipment market share was in line with industry demand with continued positive performance for tractors overall in Europe and in the high horsepower segment in North America, as the FPT Industrial powered Tier 4A/Stage IIIB equipment was well received by the market for its fuel efficiency and performance characteristics. Combine market share was up in North America, despite the year-over-year decrease in industry retail sales, and in the APAC region. Market share was down in the EAME & CIS, where unit retail sales increased, although less than the market overall, due to local content tariff restrictions. In Latin America, market share performance was stable for tractors and for combines, despite difficult trading conditions in the fourth quarter and a difficult environment for cross-border transactions. Industrial production trailed retail sales in the fourth quarter with retail activity strong, as demonstrated by the fourth quarter market share performance. In addition, there was an overall effort to manage down company and dealer inventories, as reflected by the cash flow from working capital in the fourth quarter. As a result, CNH began 2012 with a healthy profile for both new and used finished goods inventory. Global construction equipment industry unit sales rose 27% over the prior year, with a positive trend in all regions. Light equipment was up 30% and heavy equipment up 23%. North American demand was up 38% and EAME & CIS markets rose 35% as the industry continued to rebuild from low 2010 levels. In Latin America, the market was up 25%, driven by strong demand from projects in both the public and private sectors. In APAC markets, industry sales were up 19% for the year, although significantly weaker in the second half of the year. Worldwide construction equipment market share for 2011 was in line with industry growth in both the light and heavy segments. In North America, the success of new products in the light equipment segment continued to gain traction. Losses in market share experienced in the first half, resulting from manufacturing downtime attributable to new product launches, were regained over the second half. For heavy equipment, the supply of whole-goods and componentry improved in the second half as Japanese suppliers recovered from the earthquake and tsunami early in the year and the APAC excavator market slowed. Trading conditions in Europe deteriorated in the fourth quarter as a result of the deepening financial crisis, and in Latin America demand for heavy equipment diminished as infrastructure spending was deferred to 2012. As a consequence, production activity was slowed in line with demand expectations for individual markets and to ensure company and dealer inventories matched demand on a worldwide basis. As part of its global growth strategy, CNH implemented several strategic activities. At the end of March, CNH Global N.V. acquired full ownership of L&T – Case Equipment Private Limited, a 50/50 joint venture established in 1999 with Larsen & Toubro Limited that manufactures and sells construction and building equipment in India. The company employs around 600 people, with a production facility located Pithampur in Madhya Pradesh, a network of 56 dealers and a total of 144 outlets. This investment is an important step in CNH’s long-term commitment to consolidating its construction equipment business in India and other export markets, and developing a manufacturing base in India that is fully integrated with the CNH global industrial activities. In April, CNH announced plans to produce combines and tractors in Argentina for the Latin American market. An initial $100 million is to be invested in new production lines and expansion of the Fiat Industrial site in Cordoba, Argentina, generating some 600 direct and 1,500 indirect jobs. At the new facility, CNH will produce (for both agricultural brands) the most powerful class of advanced, high-productivity combines, as well as specialized tractors for vineyards and orchards, which CNH does not currently produce in Latin America. The machines will be equipped with locally-produced FPT Industrial engines. This investment is a key element in the Group’s growth strategy in Latin America and it will provide Latin American customers better access to products that are currently being imported. 10 80051616 M 7389676 / 1 On September 26, 2011, TürkTraktör – CNH’s joint venture with Koç Holding and one of the leading producers of agricultural equipment in Turkey since 1954 – celebrated the production of its 600 thousandth tractor at a special ceremony at the company’s plant in Ankara. During the latter part of the year, CNH was active in the development of strategic alliances. In October, CNH announced an alliance with Semeato, a leading supplier of agricultural equipment and attachments in Brazil that specializes in no-till grain seeding technologies. The two companies will collaborate in a variety of areas, further strengthening CNH’s leadership in Latin America and enabling it to offer a full range of planters and seeders. Products will be sold through each partner’s respective dealer network under the Semeato, Case IH and New Holland Agriculture brands. Also in October, CNH entered into an agreement with De Lage Landen, a wholly-owned subsidiary of Rabobank, for the provision of retail financing to customers in the Russian Federation under the CNH Capital brand. The program has been operational since the beginning of 2012 and is being run by a dedicated sales team working closely with four CNH brands – Case IH, New Holland Agriculture, New Holland Construction and Case Construction Equipment – and their dealers and customers. In December, CNH announced an initial investment of $90 million to build a new plant in Harbin, in Heilongjiang Province in northeast China. The new facility will produce high horsepower tractors, combine harvesters and other advanced machinery, expanding CNH’s existing manufacturing base in China, which currently includes a plant in Harbin where high horsepower tractors and other agricultural equipment is assembled and a plant in Shanghai where low and medium horsepower tractors are produced. INNOVATION AND PRODUCTS During 2011, Case IH Agriculture expanded its successful Tier 4A/Stage IIIB offering in Europe and North America releasing the Magnum 235-340 hp Series tractors with global armrest controls, the 4WD Steiger 350–500 hp Series tractors with row crop frames and cab suspension, the 4WD Steiger/Quadtrac 550–600 hp Series tractors with best-inclass fuel efficiency and hydraulic flow. The Module Express 635 Cotton Picker is now available in North America with a 400 hp engine. At the Farm Progress Show in the U.S., the brand introduced the new Efficient Power Axial-Flow 30 Series combines, Patriot 4430 sprayer and Maxxum tractor series, all with Tier 4A/Stage IIIB compliant engines. In Latin America, Case IH launched the new Magnum tractor series and the new Axial Flow 2566, the brand’s first ever Class 5 combine for the region. SIMA, in France awarded two prizes for innovation to Case IH for a new automatic vehicle-to-vehicle synchronization system and for the world’s first continuous variable PTO transmission for tractors. Case IH sugar cane harvesters were honored with the “Top of Mind” award by the Brazilian trade publication Revista Rural. The Case IH Diesel Saver Automatic Productivity Management (APM) System was given the ASABE 2011 Rain Bird Engineering Concept of the Year Award for the fully-integrated drivetrain management system offered on the Case IH Steiger 4WD and Quadtrac tractors. The new Case IH Patriot 4430 sprayer was chosen as the “2011 CropLife IRON Product of the Year”, receiving more than half of all votes cast. Also, Case IH Axial Flow combines were found by independent researchers at Göttingen University (Germany) to have the lowest parts costs and lowest overall operating costs of all models tested. During 2011, New Holland Agriculture consolidated its leadership as a supplier of Tier 4A/Stage IIIB compliant equipment with the introduction, in Europe and in North America, of new CX and flagship CR Series combines all featuring the ECOBlue SCR technology that delivers up to 10% lower fuel consumption. The Tier 4A/Stage IIIB product offering now includes 27 tractor and 16 combine models. The flagship CR Series Twin Rotor combines can now also be equipped with the all-new SmartTrax system for reduced soil compaction, the Dynamic Stone Protection system as well as the new OptiSpread technology for evenly chopped straw distribution across the full header width. Also launched in Europe and North America was the T4 PowerStar utility tractor range, available with engines from 55 to 100 hp and featuring an all-new cab design with improved headroom, visibility and comfort, and a newly designed fully integrated loader. The Crop ID™ system, which records information for large square balers in real time, was launched in Europe and North America and received a Silver Medal in the SIMA Innovation Awards in France. In the US, New Holland also released the Roll Belt 450 Utility round baler, which is designed for small acreage farmers and requires as little as 40 PTO hp to operate. In Latin America, the brand launched the T8 tractor range, from 273 to 389 hp, the highest horsepower tractors produced in Brazil, targeted at cash grain and sugar cane growers, the new SP3500 Sprayer and TL Exitus tractor with cab ideal for spraying applications. In November, at Agritechnica in Germany, New Holland Agriculture introduced the new mid-range tractor series TD5, T5 and T6, completely remodeling the offering below 120 hp. The T5 and T6 now also feature Tier 4A/Stage IIIB engines. The 11 80051616 M 7389676 / 1 second generation NH²™ hydrogen powered tractor, which will be tested this year at La Bellotta in Italy (the first Energy Independent farm), was also on display. The Agritechnica judges named the new CR combine “Machine of the Year 2012” for its efficient Tier 4A/Stage IIIB ECOBlue SCR engines, new super-lightweight aluminum Varifeed header and state-ofthe-art SmartTrax rubber track system. New Holland’s innovative technologies also received five silver medals from the DLG jury at the fair for the Intelligent Trailer Braking System, the SmartKey, the SynchroKnife drive for combine headers, the Braud 9090X olive harvester and the ECOBraud sustainable viticulture. The Braud 9090X and ECOBraud also received recognition from the SITEVI (international exhibition for the vine-wine & fruit-vegetable sectors) awards panel. In January 2011, the American Society of Agricultural and Biological Engineers (ASABE) gave an AE50 award for innovation to Case IH Agriculture for the 3020 Flex Head, with patented Terra Flex system and to New Holland Agriculture for the new OptiFanTM automatic speed regulator for the fan on the cleaning system for combines. In 2011, Case Construction launched 38 new models, accounting for nearly half of its product range. At the ConExpo trade show in Las Vegas, Case Construction introduced the new B Series motor grader with the 865B variable horsepower model and the F Series wheel loader, with the largest models, 1021F and 1221F, specifically engineered for quarry, aggregate and truck-loading applications. The F Series, which was also introduced in Europe, offers customers increased productivity and reduced fuel consumption, as a result of the Tier 4A/Stage IIIB emission compliant diesel engines. With the launch of the first models in its F Series wheel loader line, Case became the first manufacturer to introduce a SCR Tier 4A/Stage IIIB emission compliant machine in this class. In collaboration with Case IH, the brand also launched the new Alpha Series skid steers and compact track loaders for both the agricultural and construction markets. Also launched during the year were 3 new models in the DV Series of double-drum compactors and the PT240, the brand's first pneumatic tire compactor. Case Construction also launched cleaner and more efficient C Series crawler excavators, including the CX250C, CX300C, CX350C and CX370C models and, in Europe, the new 40-ton class CX470C crawler excavator and the CX470C ME, all equipped with Tier 4A/Stage IIIB emission compliant engines that offer up to a 10% fuel efficiency improvement over the B series. In Latin America, the brand also launched the new CX800B Crawler Excavator and the new B series motor graders. The Case 850L crawler dozer, the Case 580M loader/backhoe, the Case 440 Series 3 skid steer loader and the Case 621E wheel loader were recognized in North America as “Contractor’s Choice” machines for 2011 by Roads & Bridges magazine. At the Samoter exhibition in Italy, New Holland Construction presented the new C Series crawler excavators, with two 27 to 31 ton class models, as well as the W170C, W190C and W230C wheel loaders. In the fourth quarter, the brand introduced three more C Series crawler excavator models, extending the Series to a total of five models in the 21 to 35 ton range. The new C Series crawler excavators are all equipped with Tier 4A/Stage IIIB compliant SCR engines that deliver a 10% increase in productivity in terms of cubic meters per hour and up to 10% lower fuel consumption in ECO mode compared to the B Series. Also introduced were the new 200 Series Skid Steer and Compact Track loaders featuring the patented vertical lift Super Boom design delivering best-in-class forward dump height and reach. The new models were launched in North America, Latin America and Europe. At ConExpo in Las Vegas, the brand launched updates to the B-Series tractor loader backhoe, that was also introduced in Latin America, and the E55BX, an all-new compact excavator model. In addition, New Holland Construction launched in Latin America three new motor grader models and the D140B Dozer. SERVICES CNH’s Customer Care department actively collaborates with brands, dealers, technical services and many other CNH departments to develop, manage and support customer service solutions that contribute to building solid, long-term relationships with customers by meeting their needs and expectations. Its main objectives include providing customers easy access to CNH and its brands through multiple communication channels, offering the necessary support, and measuring customer satisfaction. CNH Customer Care operates through three customer service centers (located in Europe, North America and Latin America), which serve as key points of contact between the CNH brands and their customers. In 2011, CNH continued in its commitment to supporting the sales network through service programs for each brand that aim to strengthen relationships with customers and deliver rapid service response to minimize downtime and maximize productivity. Breakdown Assistance (BDA) services are available to customers in the USA, Canada, Brazil and 19 European countries (including Baltic countries beginning 2011), to provide rapid response and repair and minimize loss of productivity for the customer. 12 80051616 M 7389676 / 1 In Europe, a new customer satisfaction survey pilot program was launched to gather customer feedback on sales and aftersales services. In North America, new procedures for information gathering standard and criteria for opening new cases were established to reduce service delays. In Latin America, Customer Care launched customer relations services for CNH’s construction brands and Breakdown Assistance services for New Holland Agriculture and Case Construction. Case Construction also launched new customer relations services in Colombia in November and Peru in December. During the year, Customer Care also extended its Customer Experience service in the region and plans to expand the service in 2012. CNH offers financial services in North America, Europe, Brazil and Australia with provision of a comprehensive range of financial products such as dealer and end-customer financing, finance leases, operating leases, credit cards, equipment rental programs and insurance products. Differentiated financial services are offered for both the agricultural equipment and construction equipment businesses. In North America, the company’s financial services activity is carried out through wholly-owned financial services companies that support sales through dealer and end-customer financing, as well medium/long-term operating leases. In Europe, end-customer financing is primarily managed through CNH Capital Europe S.a.S., a joint venture with BNP Paribas Group (49.9% owned by CNH and accounted for under the equity method) that operates in Italy, France, Germany, Belgium, the Netherlands, Luxembourg, the UK and Austria. Vendor programs with banking partners also exist in France, Spain, Portugal, Denmark and Poland. Dealer financing and end-customer financing activities not managed by the joint venture with BNP Paribas are managed through captive financial services subsidiaries. In Brazil, Banco CNH Capital S.A., a captive financial services company, offers both dealer and end-customer financing. For end-customer financing, the company mainly serves as intermediary for funding provided by the Banco Nacional de Desenvolvimento Economico e Social (BNDES), a federally-owned company connected to the Brazilian Ministry of Development, Industry and Foreign Trade. Vendor programs offered jointly with banking partners are also in place. In Australia, CNH offers dealer and end-customer financing through a captive financial services company. 13 80051616 M 7389676 / 1 Main risks and uncertainties Credit risk Wholesale, retail and finance lease receivables have significant concentrations of credit risk in the agricultural and construction businesses, the majority of which are in North America. CNH typically retains, as collateral, a security interest in the equipment associated with wholesale and retail notes receivable. Such risk is mitigated by the large number of counterparties and customers. Financial assets are recognized in the statements of financial position net of write-downs for the risk that counterparties may be unable to fulfill their contractual obligations, determined on the basis of the available information as to the creditworthiness of the customer and historical data. Liquidity risk In the continuing environment of uncertainty in the financial markets, CNH’s policy is to keep a high degree of flexibility with its funding and investment options in order to maintain its desired level of liquidity. In managing its liquidity requirements, CNH is pursuing a financing strategy that includes open access to a variety of financing sources. These sources include U.S. and international capital markets, commercial bank lines, and the funding of Financial Services with a combination of receivables securitizations, unsecured borrowings, conduit financing, and other transactions. The continuation of a difficult economic situation in the markets in which CNH operates and the uncertainties that characterize the financial markets necessitate giving special attention to the management of liquidity risk. In that sense measures taken to generate financial resources through operations and to maintain an adequate level of available liquidity are an important factor in ensuring normal operating conditions and addressing strategic challenges over the next few years. CNH therefore plans to meet its requirements to settle liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations and available liquidity, renewing or refinancing bank loans and making recourse to the bond market and other forms of funding. Interest rate risk and currency risk As a multinational company that has operations throughout the world, CNH is exposed to market risks from fluctuations in foreign currency exchange and interest rates. The exposure to foreign currency risk arises both in connection with the geographical distribution of CNH’s industrial activities compared to the markets in which it sells its products, and in relation to the use of external borrowing denominated in foreign currencies. The exposure to interest rate risk arises from the need to fund industrial and financial operating activities and the necessity to deploy surplus funds. Changes in market interest rates may have the effect of either increasing or decreasing CNH’s net profit/(loss), thereby indirectly affecting the costs and returns of financing and investing transactions. CNH regularly assesses its exposure to interest rate and foreign currency risk and manages those risks through the use of derivative financial instruments in accordance with its established risk management policies. CNH’s policy permits derivatives to be used only for managing the exposure to fluctuations in exchange and interest rates connected with future cash flows and assets and liabilities, and not for speculative purposes. CNH utilizes derivative financial instruments designated as fair value hedges, mainly to hedge: the currency risk on financial instruments denominated in foreign currency; the interest rate risk on fixed rate loans and borrowings. The exchange rate exposure on forecasted commercial flows is hedged by currency swaps, forward contracts and currency 14 80051616 M 7389676 / 1 options. Interest rate exposures are usually hedged by interest rate swaps and, in limited cases, by forward rate agreements. CNH uses derivative financial instruments as cash flow hedges for the purpose of pre-determining: the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for; the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a pre-defined mix of floating versus fixed rate funding structured loans. Counterparties to these agreements include certain Fiat Industrial subsidiaries in 2011 and certain Fiat subsidiaries in 2010. Information on the fair value of derivative financial instruments held at the statement of financial position date is provided in Note 20, Other financial assets and Other financial liabilities to the consolidated financial statements. Additional qualitative information on the financial risks to which CNH is exposed is provided in Note 33, Information on financial risks. CNH outlook for 2012 Demand in the agricultural and construction equipment markets is expected to remain positive for 2012. Agricultural equipment demand is projected to be flat to up 5% on the back of firm agricultural commodity prices. Construction equipment demand is expected to continue its recovery with industry retail unit sales expected to be up 15% to 20%. Financial Services will continue to focus on receivables management in order to maintain solid portfolio performance. Directors’ Remuneration See Note 11. Directors' Remuneration to the corporate financial statements for a detailed discussion of Directors’ Remuneration. Human Resources At December 31, 2011 and 2010, we had approximately 32,700 and 28,800, employees, respectively. As of December 31, 2011, there were approximately 20,800 employees in the agricultural equipment business, 5,000 in the construction equipment business, and 900 in the financial services business, with the remaining 6,000 in parts and service and other roles shared by all business units. Unions represent many of our production and maintenance employees. Our collective bargaining agreement with the UAW, which represents approximately 1,300 of our hourly production and maintenance employees in the United States, continues through April 2016. The International Association of Machinists, which represents approximately 780 of our employees in Fargo, North Dakota, ratified a contract in October 2006, which expires in April 2012. We will begin negotiating with the International Association of Machinists in late March with an anticipated contract ratification in April 2012. Our employees in Europe are also covered by laws that afford employees, through local and central works councils, certain rights of information and consultation with respect to matters involving the business and operations of their employers, including the downsizing or closure of facilities and the termination of employment. Over the years, we have experienced various work slow-downs, stoppages and other labor disruptions. Research and Innovations During 2011, Fiat Industrial Group carried out research and innovation activities, aimed at promoting sustainable mobility on several fronts, in close collaboration with CRF (Centro Ricerche Fiat). Following the demerger of activities from Fiat S.p.A., CRF remained a part of Fiat Group. To ensure continued support for Fiat Industrial Group, a number of researchers involved in specific projects were transferred to Fiat Industrial, and service agreements were established in relation to support for the research and development activities of the Fiat Industrial Group. Centro Ricerche Fiat (CRF) CRF was established in 1978 as a center for innovation and development. Internationally recognized today as a center of excellence, the mission of CRF (headquartered in Orbassano, near Turin) is to utilize innovation as a strategic lever for the businesses of Fiat and Fiat Industrial. 15 80051616 M 7389676 / 1 With approximately 942 employees, CRF draws on a broad array of technical skills in addition to a series of state-of the-art laboratories for testing powertrain systems and electromagnetic compatibility, and conducting NVH analyses and driving simulations. CRF has achieved significant results over the years, with 2,860 patents filed or pending at the end of 2011, and has developed a global network of more than 1,760 industrial partners, universities and research centers that further strengthen the CRF’s innovation strategies, facilitate local implementation of projects, and enable development of specialized know-how. At the international level, CRF had more than 19 projects approved in 2011 under the EU’s Seventh Framework Program for 2007-2013, bringing the total active projects under this Program to 133. Its status as a well-established European research center together with its recognized know-how and extensive presence throughout Italy have also led to its participation in many public-private partnerships (PPPs) set up to focus public and private research on areas of common interest and on industrial applications both in Italy and at the European level (Green Car Initiative, Factories of the Future). Particularly active in the area of sustainable mobility, CRF studies innovative solutions through a 360-degree approach to mobility encompassing vehicles, components, energy, safety, telematics, innovative materials and related technologies, mechatronics and optics, as well as innovative concepts in engine technologies, alternative propulsion systems and transmissions. CRF’s activities are focused in the following three macro areas: environmental sustainability, social sustainability and economically-sustainable competition. CRF Projects for CNH Environmental Sustainability This area consists of research aimed at increasing the energy efficiency of engines and reducing environmental impacts over their entire life cycle (i.e., production to dismantling achievements in 2011 include: Liquid Natural Gas (LNG). It has been amply demonstrated that natural gas engines can dramatically reduce polluting emissions such as gases that contribute to photochemical smog (nitrogen oxides), particulates, greenhouse gases (CO2) and noise emissions. To date, however, use in the Heavy sector has been limited due to the weight of compressed gas tanks and their limited range. LNG provides a solution to this problem because it has 3 times the energy density of CNG, is 99% pure and costs less at the pump. A version of the Cursor 8 engine has been developed that can run on LNG which, using an on-board cryogenic storage system, is stored in liquid form and reconverted to gas prior to combustion. This significantly extends the vehicle’s range, thereby overcoming the restrictions of the current limited distribution network. At the same time, a European initiative has been launched to create “LNG blue corridors” with strategic refueling points. The LNG version of the Cursor 8, available on the Iveco Stralis beginning 2012, offers a 70% reduction in polluting emissions and a 10% reduction in CO2 emissions over the diesel version. Due to the innovative configuration of the air intake valves, it also has 5% lower fuel consumption than the existing CNG version and an effective power output of up to 243 kW. The higher level of purity of LNG compared to CNG enables enhanced control of air intake/combustion and up to a 40% reduction in operating costs over the diesel version, particularly on long distances. CNG-powered Steyr Tractor. During the year, CRF completed development of a prototype CNG-powered Steyr tractor for CNH. The new tractor’s versatile CNG-powered 136 hp, 3.0 4-cylinder F1C engine is also suitable for application on a variety of on-road vehicles (i.e., Fiat Ducato and Iveco Daily). This prototype engine can run on 100% CNG and has the same power output and torque as the diesel version, with a significant reduction in noise emissions. Equipped with 9 gas tanks, the tractor can carry 50 kg of CNG and operate for approximately half a day without refueling. Depending on local fuel prices, the use of CNG rather than diesel enables an average reduction in fuel costs of between 25% and 40%. The tractor is also equipped with a 15-liter gasoline tank for emergency use. On average, noxious emissions are 80% lower than the diesel version, so with a standard 3-way catalytic converter for exhaust treatment the tractor can achieve Tier 4 emissions levels without the use of urea or other costly after-treatment components. This engine can also run on biomethane, which farmers produce directly from organic waste, offering further cost savings and reducing CO 2 emissions almost to zero, as direct emission of biogases from the original biomass (e.g., animal refuse, vegetable waste) can be avoided in the production process (anaerobic digestion and purification). Testing on the prototype was completed in October and it was presented by CNH at Agritechnica 2011 in Hanover. 16 80051616 M 7389676 / 1 Advanced Temperature Management Systems. As part of the “Next Generation Thermal Systems” project, an innovative heating system based on two cooling circuits was developed: a high temperature circuit dedicated to cooling the engine and hydraulic systems and a low temperature circuit that supplements the condenser cooling, intercooler and other on-board systems (e.g., batteries and electric propulsion systems). This system simplifies the forward thermal module consisting of two radiators, one high and one low temperature, and enables greater compactness of on-board systems (e.g., engine intake, climate control). In 2011, CRF completed development and testing of a system for the Iveco Daily light commercial vehicle based on this concept. That system adopts an active shutter system that uses a conventional thermal module for cooling, together with planar heat exchangers built into the aerodynamic base to reduce the thermal load on the radiators and maximize the efficiency of the active shutters. Tests of the prototype show a 15% reduction in fuel consumption and improved compactness of the system. The entire project, and in particular the development of the components, was supported by the European funded Thermal Systems Integration for Fuel Economy (TIFFE) project. In 2011, CRF completed a feasibility study for CNH for application of the system on agricultural tractors. The study demonstrated the technical feasibility and identified prototype components already available that can be used to develop a prototype system able to demonstrate the benefits under test conditions. Social Sustainability This area consists of research aimed at enhancing accident prevention capabilities through systems that can identify potential dangers, assist the driver in taking evasive action, and also ensure maximum protection for the vehicle occupants and other road users in the event of an accident. One of the most significant achievements in 2011 was: Intelligent Trailer Brake Valve. The Intelligent Trailer Braking system improves safety through automatic activation of the trailer’s braking system to equalize the braking effect between tractor and trailer. The system uses specially developed algorithms to calibrate the response independently from the braking action of the driver. This is particularly important for tractors using CVT transmission as it limits the potential for jack-knifing, when braking for combined tractor and the trailer relies solely on the tractor brakes. This enhanced control of stopping distance increases safety in all driving conditions, especially when combined with ABS on both tractor and trailer. The system was awarded a Silver Medal at Agritechnica 2011. Economically-sustainable competition This area consists of research aimed at increasing the competitiveness of new products through enhancements in performance and functionality and a reduction in the time it takes to bring new technologies to market. Self-cleaning Plastics. Agricultural equipment works in particularly hostile environments. Bodywork and external components are under constant attack from dust, mud, and chemicals used for treating crops (e.g., pesticides, herbicides and fertilizers). As a result, anything that reduces their impact or keeps vehicles cleaner can improve maintenance and the average life of vehicles and, ultimately, lead to a potential competitive advantage. In 2011, CRF worked with CNH to explore technological solutions that modify the chemical and physical characteristics of external surfaces to reduce dirt retention and improve cleaning. Transparent silicon- and fluoride-based protective coatings were examined and selected for their low cost, duration and performance. Preliminary laboratory tests were then conducted to assess the effectiveness and duration of the coatings, examine methods of application and whether expected characteristics matched those observed. Coatings with the greatest potential were then tested on agricultural vehicles under normal working conditions. The coatings were applied to various surface materials (glass, painted SMC) and components (cabin windows and engine hood) with different levels of exposure to the contaminants. Continuous monitoring of the state of the vehicles showed an improvement in the performance of the coated surfaces, which were more resistant to attack from chemicals in particular and were cleaner overall. 17 80051616 M 7389676 / 1 CORPORATE GOVERNANCE REPORT Summary of the Company’s Corporate Governance Structure and Guidelines CNH is a limited liability company incorporated in The Netherlands, whose ordinary shares are registered with the SEC and listed on the New York Stock Exchange (“NYSE”). As such, the Company is subject to the laws of The Netherlands and the laws and regulations applicable to foreign private issuers in the U.S. The Dutch Corporate Governance Code (the “Dutch Code”), which became effective as of January 1, 2004, the United States Sarbanes-Oxley Act of 2002 and the NYSE listing standards are of particular significance to CNH’s corporate governance. Both the Dutch and NYSE corporate governance regimes were adopted with the goal of restoring trust and confidence in the honesty, integrity and transparency of how business is conducted at and by public companies. Because these corporate governance regimes are based on the same principles, they are similar in many respects. However, certain differences exist between Dutch and NYSE corporate governance rules, as described below. CNH also discloses significant differences between its corporate governance practices and those required of domestic companies by the NYSE listing standards on its internet website at www.cnh.com. Any deviations from the Dutch Code not specifically described herein are attributable to the Company’s compliance with the NYSE rules referred to below. In general the Company believes that its corporate governance practices and guidelines (the “Guidelines”) are consistent with those required of foreign private issuers listed on the NYSE. The Company’s Guidelines were approved by the Board on March 24, 2005, and by the Company’s shareholders on May 3, 2005. The Company has a one-tier management structure, (i.e. a management board (the “Board”)) which may be comprised of both members having responsibility for the day-to-day operations, who are referred to as "executive directors", and members not having such responsibility, referred to as "non-executive directors". A majority of the Board consists of nonexecutive directors, who meet the independence requirements of the Dutch Code. Dutch legal requirements concerning director independence differ in certain respects from the NYSE independence rules. While, under most circumstances, both legal regimes require a majority of board members to be “independent,” the definition of this term under the Dutch Code is not identical to that used by the NYSE. In some cases, the Dutch requirement is more stringent, such as by requiring a longer “look back” period for executive directors and employees and by requiring that only one board member may be “dependent”. The current composition of the Board is not in compliance with the best practice provisions of the Dutch Code regarding the independence of directors. Three members do not qualify as “independent” within the meaning of these provisions, which are: Mr. Marchionne, who is Chief Executive Officer of Fiat S.p.A. and Chairman of Fiat Industrial; Mr. Monferino, who was Chief Executive Officer of Iveco until October 2010; and Mr. Boyanovsky, who was the Company’s President and Chief Executive Officer until his retirement on December 31, 2011. The Board believes that it is appropriate for the role of the Chief Executive Officer and the Chairman to be separate, and that the Chairman of the Board should be a non-executive director. Should an executive director be appointed as Chairman, the Board will also designate a non-executive director as lead director, who will chair executive sessions of the Board. The Board shall have an Audit Committee, a Corporate Governance and Compensation Committee and such other committees as the Board may determine from time to time. Members of these two already appointed committees shall meet any applicable independence requirements of the NYSE and the Dutch Code. The charters of the committees are posted on the Company's website (www.cnh.com). Further information on these committees is provided below. The Board is entitled to rely on the advice, reports and opinions of management, legal counsel, accountants, auditors and other expert advisors. Each member of the Board is appointed for one year and can be reappointed immediately. Financial objectives and strategy The Company’s strategic objectives are: to focus on its customers while continuously improving its distribution, service capabilities, product quality and reliability, all designed to increase customer satisfaction and market penetration; to achieve industry leading margins and deliver profitability throughout the industry cycles; to generate cash; and to continue to position CNH to take advantage of future opportunities for expansion in key emerging markets such 18 80051616 M 7389676 / 1 as Russia, Brazil, China, India, and Eastern Europe. The Company believes successfully achieving its goals of meeting the needs of its dealers and customers, improving the quality and reliability of its products, and reducing the costs of those products and increasing the efficiency of operations, will result in increased volumes, a stronger market position and higher margins for its subsidiaries. The Company believes higher margins at its subsidiaries will generate better overall profitability at its subsidiaries throughout industry cycles. Accounting Principles and Risk Factors The corporate financial statements are part of the financial statements of CNH Global N.V. and are prepared in accordance with the legal requirements of Title 9, Book 2 of the Dutch Civil Code. In addition, article 2:362 paragraph 8 of the Dutch Civil Code is being applied, under which it is allowed to use valuation principles of International Financial Reporting Standards (“IFRS”), for the Dutch GAAP corporate financial statements as used in the consolidated financial statements. The Company also prepares consolidated financial statements in accordance with U.S. GAAP, that are filed with the SEC on Form 20-F. The Form 20-F contains, among other things, disclosure concerning the risks related to the Company’s and its subsidiaries' business, strategy and operations. The Form 20-F also contains disclosures concerning the application of critical accounting estimates. Readers of the Company’s corporate financial statements should review these sections of the Company’s most recent Form 20-F filed with the SEC, as well as consolidated financials of CNH prepared in accordance with IFRS, and the management report in these statements in which the main market risks are disclosed. Board of Directors Harold D. Boyanovsky, Non-Executive Director, born on August 15, 1944, retired as President and Chief Executive Officer of CNH Global N.V. on December 31, 2011. Prior to this, Mr. Boyanovsky was appointed President, Construction Equipment Business on September 1, 2002, President and Chief Executive Officer on February 28, 2005, and Director on December 7, 2005. He served as President, Worldwide Agricultural Equipment Products of CNH from November 1999 to October 2002 and as interim President, New Holland Agricultural Equipment from September 2007 to September 2008. Prior to the business merger of New Holland and Case, he served as a Senior Vice President of Case from May 1997 to November 1999. Between December 1966 and November 1999, Mr. Boyanovsky served in a variety of executive positions with Case and International Harvester. Mr. Boyanovsky is currently a director and retired corporate executive. Nationality: American. Thomas J. Colligan, Non-Executive Director, born on July 16, 1944, was appointed to the Board on January 6, 2011 and elected a Director on March 29, 2011. Mr. Colligan is currently a member of the Boards of Directors of Office Depot, Inc. and Targus Group International, Inc. and has previously served on the boards of Schering Plough Corporation, Educational Management Corporation and Anesiva, Inc. His most recent position was as Vice Dean of the University of Pennsylvania— Wharton School’s Aresty Institute of Executive Education, where he was responsible for the non-degree executive education programs from July 2007 until his retirement in June 2010. From 2001 to 2004, Mr. Colligan was Vice Chairman of PricewaterhouseCoopers LLP (“PwC”) and served PwC in other capacities from 1969 to 2004, including 25 years as a Partner. Mr. Colligan is a Certified Public Accountant and has a degree in Accounting from Fairleigh Dickinson University. Mr. Colligan is currently a director and retired corporate executive. Nationality: American. Dr. Edward A. Hiler, Non-Executive Director, born on May 14, 1939, was elected a Director of CNH on May 7, 2002. Dr. Hiler served the Texas A&M University System as the Ellison Chair in International Floriculture and Professor of Horticultural Science from 2004-2007. He previously held the position of Vice Chancellor for Agriculture and Life Sciences and Dean of the College of Agriculture and Life Sciences. He served as Director of the Texas Agricultural Experiment Station. Since joining the faculty of Texas A&M as an assistant professor in 1966, Dr. Hiler has held a series of positions including professor and head of the University’s Department of Agricultural Engineering, and deputy chancellor for Academic and Research Programs of the Texas A&M University System. He retired from academia in 2007. Dr. Hiler earned his Ph.D. in Agricultural Engineering at The Ohio State University, and he has served as President of the American Society of Agricultural Engineers and is an elected member of the National Academy of Engineering. He consults on aspects of water conservation, environmental quality, and energy from biological processes to various government agencies and the U.S. Congress. A licensed professional engineer and recipient of numerous educational and research awards, Dr. Hiler is the author of over 100 professional publications. Dr. Hiler is currently a director and retired from academia. Nationality: American. Léo W. Houle, Non-Executive Director, born on August 24, 1947, was elected a Director of CNH on April 7, 2006. On September 6, 2011, Mr. Houle was appointed to the Board of Directors of Chrysler Group LLC. Mr. Houle was Chief Talent Officer of BCE Inc. and Bell Canada, Canada’s largest communications company, since June 2001 until his retirement in 19 80051616 M 7389676 / 1 July 2008. Prior to joining BCE and Bell Canada, Mr. Houle was Senior Vice-President, Corporate Human Resources of Algroup Ltd., a Swiss-based diversified industrial company. From 1966 to 1987, Mr. Houle held various managerial positions with the Bank of Montreal, the last of which was Senior Manager, Human Resources Administration Centers. In 1987, Mr. Houle joined the Lawson Mardon Group Limited and served as Group Vice-President, Human Resources until 1994 when Algroup Ltd. acquired Lawson Mardon Group at which time he was appointed Head of Human Resources for the packaging division of Algroup and in 1997 Head of Corporate Human Resources of Algroup, Ltd. Mr. Houle completed his studies at the College Saint Jean in Edmonton, attended the Executive Development Program in Human Resources at the University of Western Ontario in 1987 and holds the designation of Certified Human Resources Professional (CHRP) from the Province of Ontario. Mr. Houle is currently a director and retired corporate executive. Nationality: Canadian. Dr. Rolf M. Jeker, Non-Executive Director, born July 30, 1946, was elected a Director of CNH on April 7, 2006. Dr. Jeker has been working as Executive Vice President and a member of the Group Executive Board of SGS Société Générale de Surveillance, SA, Geneva, Switzerland from May 1999 to July 2006. From June 1990 to May 1999, Dr. Jeker served as Under-Secretary and State Secretary a.i. for Foreign Economic Affairs; Chairman of Swiss Export Risk Guarantee Board and Chairman of the Swiss Investment Risk Guarantee Board. Dr. Jeker was a member of the Board of Directors of Precious Woods Holding Ltd.; Chairman of the Board of the Swiss Export Promotion Office; Chairman of the My ClimateCLIPP Foundation; and Member of the Board of the Swiss Climate Penny Foundation. Presently Dr. Jeker is Chairman of Emerging Market Services Ltd.; CEO and Vice –Chairman of AO Foundation and Chairman of Carbura. Dr. Jeker holds a Masters and Ph.D. in Economics, business and public administration from the University of St. Gall, Switzerland. Dr. Jeker is the author of various books and articles on development and finance. Dr. Jeker is currently Chief Executive Officer and Vice-Chairman of AO Foundation. Nationality: Swiss. Dr. Peter Kalantzis, Non-Executive Director, born December 12, 1945, was elected a Director of CNH on April 7, 2006. Dr. Kalantzis has been a non-executive member of various board of directors since 2001. Prior to 2000, he was responsible for Alusuisse-Lonza Group’s corporate development and actively involved in the de-merger and stock market launch of Lonza, as well as the merger process of Alusuisse and Alcan. Dr. Kalantzis served as head of the Chemicals Division of Alusuisse-Lonza Group from 1991 until 1996. In 1991 Dr. Kalantzis was appointed Executive Vice-President and Member of the Executive Committee of the Alusuisse-Lonza Group. Between 1971 and 1990 he held a variety of positions at Lonza Ltd. in Basel. Dr. Kalantzis is Chairman of the Board of Directors of Movenpick-Holding Ltd., Cham, (Switzerland); Chairman of the Board of Clair Ltd., Cham; Chairman of Von Roll Holding Ltd., Breitenbach (Switzerland); Chairman of Lamda Development Ltd., Athens (Greece); Chairman of Elpe-Thraki S.A., Athens (Greece) and Chairman of Zuricher Goldhandel AG, Cham. He is a member of the Board of Paneuropean Oil and Industrial Holdings, Luxembourg; of Lamda Consolidated Holdings, Luxembourg; of Transbalkan Pipeline BV (Amsterdam); of SGS Ltd., Geneva (Switzerland); and of Hardstone Services SA, Geneva (Switzerland). From 1993 until 2002, he served on the Board of the Swiss Chemical and Pharmaceutical Association as Vice-President and in 2001-2002 as President. Dr. Kalantzis holds a Ph.D. in Economics and Political Sciences from the University of Basel and engaged in research as a member of the Institute for Applied Economics Research at the University of Basel between 1969 and 1971. Dr. Kalantzis is currently an independent business and industrial consultant. Nationality: Swiss and Greek. John B. Lanaway, Non-Executive Director, born on April 13, 1950, was elected a Director of CNH on April 7, 2006. On September 6, 2011, Mr. Lanaway was appointed to the Board of Directors of Chrysler Group LLC. Mr. Lanaway was Executive Vice President and Chief Financial Officer, North America, of McCann Erickson, one of the largest marketing communications networks in the world, from November 2007 until June 2011. From January 2001 to November 2007, he held similar positions at Ogilvy North America. Previously, he has held the positions of Chief Financial Officer and Senior Vice President at Geac Computer Corporation Limited from 1999 to 2001; Chief Financial Officer of Algorithmics Incorporated from 1997 to 1999; and Senior Vice President and Chief Financial Officer at Spar Aerospace from 1995 to 1996. Beginning in 1985 to 1995 Mr. Lanaway held various positions with Lawson Mardon Group Limited, including Sector Vice President, Labels North America from 1993 to 1995; Group Vice President and Chief Financial Officer from 1989 to 1992; General Manager, Lawson Mardon Graphics from 1988 to 1989; and Vice President, Financial Reporting and Control from 1985 to 1987. At Deloitte & Touche he served as Client Service Partner from 1980 to 1985 and as Student-Staff Accountant-Supervisor-Manager from 1971 to 1980. Mr. Lanaway graduated from the Institute of Chartered Accountants of Ontario, C.A. and has a Bachelor of Arts degree from the University of Toronto. Mr. Lanaway is currently a director and consultant. Nationality: American, Canadian and British. Kenneth Lipper, Non-Executive Director, born on June 19, 1941, is Chairman and CEO of Lipper & Company, an asset management and investment banking firm, since 1987. He has served as a Director of CNH since 1996. From 2005 to 2010, Mr. Lipper was Executive Vice President and Senior Advisor of Cushman & Wakefield, Inc. He was Deputy Mayor of 20 80051616 M 7389676 / 1 the City of New York under Mayor Edward Koch from 1983 to 1985. Mr. Lipper was a general partner of Salomon Brothers from 1976 to 1982 and Lehman Brothers from 1969 to 1975. Prior to that, Mr. Lipper was the Director of Industrial Policy for the U.S. Office of Foreign Direct Investment and an associate with the law firm of Fried, Frank, Harris, Shriver & Jacobson. Mr. Lipper received an Academy Award in 1999 as Producer of “The Last Days”. He wrote the novel “Wall Street” and was chief technical advisor of the film; he wrote the novel and screenplay “City Hall”, and was producer on the film; he was producer of the play and film “The Winter Guest.” He is co-owner and co-publisher of the celebrated biography series “Penguin Lives”, under the Lipper/Viking Penguin imprint. He is a trustee of The Hampton Film Festival and of The Jerome & Kenneth Lipper Foundation; he is a member of the Council on Foreign Relations, Economic Club of New York and the Century Club. Mr. Lipper received a B.A. from Columbia University, a JD from Harvard Law School and Master’s in Civil Law from New York University/Faculty of Law & Economics, Paris. Mr. Lipper is currently Chief Executive Officer of Lipper & Co., an investment management and investment banking firm. Nationality: American. Sergio Marchionne, Non-Executive Director and Chairman of the Board, born on June 17, 1952, was appointed Director of CNH on July 22, 2004, and Chairman on April 7, 2006. He is a barrister, solicitor and chartered accountant. He began his professional career in Canada. From 1983 to 1985, he worked as an accountant and tax specialist for Deloitte & Touche. From 1985 to 1988, he was Group Controller and then Director of Corporate Development at the Lawson Mardon Group of Toronto. In 1989 and 1990, he served as Executive Vice President of Glenex Industries. From 1990 to 1992, he was Vice President of Finance and Chief Financial Officer at Acklands Ltd. From 1992 to 1994, also in Toronto, he held the position of Vice President of Legal and Corporate Development and Chief Financial Officer of the Lawson Group, which was acquired by Alusuisse Lonza (Algroup) in 1994. From 1994 to 2000, he held various positions of increasing responsibility at Algroup, headquartered in Zurich, until becoming Chief Executive Officer. He then went on to head the Lonza Group Ltd, following its demerger from Algroup, first as Chief Executive Officer (2000-2001) and then as Chairman (2002). In February 2002, he became Chief Executive Officer of the SGS Group of Geneva, a world leader in the area of inspection, verification, testing and certification services. In March 2006, he was appointed Chairman of the company, a position which he continues to hold. He was non-executive Vice Chairman and Senior Independent Director of UBS from 2008 until April 2010. He has been a member of the Board of Fiat S.p.A. since May 2003 and was appointed Chief Executive Officer on June 1, 2004. In February 2005, he was also appointed Chief Executive Officer of Fiat Group Automobiles and in April 2006, Chairman of CNH. He became Chief Executive Officer of Chrysler Group LLC in June 2009 and Chairman in September 2011. In May 2010, he joined the Board of Directors of Exor. In July 2010 he was appointed Chairman of Fiat Industrial S.p.A. He is a member of the Board of Philip Morris International Inc. and President of ACEA (European Automobile Manufacturers Association). He is also a member of the Board of the Peterson Institute for International Economics and Chairman of the Italian Branch of the Council for the United States and Italy. He is a permanent member of the Fondazione Giovanni Agnelli. Mr. Marchionne holds a Bachelor of Arts with a major in Philosophy and a bachelor of Laws from the University of Toronto, as well as a Masters in Business Administration and a Bachelor of Commerce from the University of Windsor (Canada). He is also a recipient of: an Honorary Doctor of Laws degree from the University of Windsor (Canada) and honorary Doctor of Business Administration from the University of Toledo (Ohio), a Master honoris causa from the CUOA Foundation (Italy), a degree in Economics honoris causa from the University of Cassino (Italy), and a degree ad honorem in Industrial Engineering and Management from Polytechnic University in Turin. Mr. Marchionne also holds the honor of Cavaliere del Lavoro. Mr. Marchionne’s primary occupation is, among other things, serving as Chief Executive Officer for Fiat S.p.A. and Chrysler Group LLC. Nationality: Canadian and Italian. Paolo Monferino, Non-Executive Director, born on December 15, 1946, served as President and Chief Operating Officer of CNH from March 24, 2000 to November 7, 2000. On November 8, 2000, Mr. Monferino was appointed a Director and President and Chief Executive Officer, leading the overall management of CNH, including the execution of our wide-ranging integration plan. Mr. Monferino resigned as President and Chief Executive Officer on February 28, 2005 and became Chief Executive Officer of Iveco, the lead company of Fiat Group’s Commercial Vehicle Sector. Mr. Monferino has more than 20 years of experience in the agricultural and construction equipment business beginning in the United States with Fiatallis, a joint venture between Fiat’s construction equipment business and Allis Chalmers. In 1983, he was named Chief Executive Officer of Fiatallis’ Latin American operations in Brazil. Two years later, he was appointed Chief Operating Officer at Fiatallis and in 1987 was named the Chief Operating Officer at FiatAgri, the farm machinery division of the Fiat Group. Following Fiat Geotech’s 1991 acquisition of Ford New Holland, Mr. Monferino was named Executive Vice President of the new company headquartered in London. He was responsible for strategy and business development, including product, marketing and industrial policies. Mr. Monferino retired from the Fiat Group in October 2010. Since the middle of November 2010, he has assumed the position of Head of the Health Department of the Piemonte Region in Italy. Nationality: Italian. Jacques Theurillat, Non-Executive Director, born on March 20, 1959, was elected a Director of CNH on April 7, 2006. Since May, 2008, Mr. Theurillat has served as Managing Partner of Ares Life Sciences, a private equity fund whose objective is to 21 80051616 M 7389676 / 1 build a portfolio in life sciences. Mr. Theurillat served as the Serono SA Deputy CEO until December 2006. In addition to his role as Deputy CEO, he was appointed Senior Executive Vice President, Strategic Corporate Development in May 2006 and was responsible for developing the company’s global strategy and pursuing Serono’s acquisition and in-licensing initiatives. From 2002 to 2006, Mr. Theurillat served as Serono’s President of European and International Sales & Marketing. In this position he was responsible for Serono’s commercial operations in Europe, IBO, Asia-Pacific, Oceania/Japan, Latin America and Canada. He became a Board member in May 2000. From 1996 to 2002, he was Chief Financial Officer. He previously served as Managing Director of the Istituto Farmacologico Serono in Rome, where he started in 1994. In 1993, he was appointed Vice President Taxes and Financial Planning for Serono. In 1990-1993, Mr. Theurillat worked outside Serono, running his own law and tax firm. Before that, he was Serono’s Corporate Tax Director, a post to which he was appointed in 1988. He first joined Serono in 1987 as a Corporate Lawyer working on projects such as the company’s initial public offering. Mr. Theurillat is a Swiss barrister and holds Bachelor of Law degrees from both Madrid University and Geneva University. He also holds a Swiss Federal Diploma (Tax Expert) and has a Master’s degree in Finance. Mr. Theurillat is currently the Managing Partner of Ares Life Sciences. Nationality: Swiss. Meetings of the Board and its Committees During 2011, there were seven meetings of the Company’s Board of Directors. Attendance at these meetings was 95%. The Audit Committee met eight times during 2011 and attendance of directors at those meetings was 97%. The Corporate Governance and Compensation Committee met four times during 2011 with 100% attendance of directors at such meetings. The Board of Directors and the Corporate Governance and Compensation Committee have each discussed the performance of the Board and its committees. The Audit Committee discusses, among other things, the Company's risk assessment and management processes. The work plan of the Audit Committee provides that this assessment will take place annually. The Board also typically schedules one annual meeting that is devoted to discussing the Company’s strategy (this meeting did not take place in 2011). Control Systems The Company is subject to Section 404 of the United States Sarbanes-Oxley Act of 2002 as a registrant with the SEC. As required, the Company provided a report concerning its internal control over financial reporting in connection with the filing of its annual report on Form 20-F for the fiscal year ending December 31, 2011. The Company has established a project management office to manage the internal control assessment process. The Audit Committee monitors the progress of the Company toward meeting the Section 404 requirements. The Company must also file with the SEC annual certifications from its Chief Executive Officer and its Chief Financial Officer under Sections 302 and 404 of the Sarbanes-Oxley Act. The Section 302 and 404 certifications include a statement that the officer providing the certification has disclosed to the Company’s independent registered public accounting firm and the Audit Committee all significant deficiencies and material weaknesses, if any, in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. Compliance with provisions II.1.4 and II.1.5 of the Dutch Corporate Governance Code Provisions II.1.4 and II.1.5 of the Dutch Corporate Governance Code require management to assess the adequacy of the internal risk management and control systems. The concept of internal risk management and control systems as used in the Dutch Corporate Governance Code varies from the concept of disclosure controls and procedures and internal control over financial reporting under the U.S. Securities and Exchange Act of 1934 (the "Exchange Act") and the related SEC rules referred to above. CNH Global N.V. distinguishes between internal risk management and control systems for financial reporting risks, and those for other risks, including operational/strategic and legislative/regulatory risks. With respect to financial reporting risks, the Board has concluded that the Company’s compliance with (Section 404 of) the Sarbanes-Oxley Act constitutes compliance with requirements of the provision II.1.5 of the Dutch Corporate Governance Code. Regarding risks other than financial reporting risks, reference is made to the most important Company risk factors as listed in the management report and the Risk Factors described in its most recent annual report on Form 20-F filed with the SEC. In addition, each year the Company formally reassesses the most significant risks with respect to the operations of the Company in terms of probability of occurrence and potential impact, together with the actions taken to prevent, minimize and manage such risks. In view of the above, the Board is of the opinion that it is in compliance with the requirements of provisions II.1.4 and II.1.5 of the Dutch Corporate Governance Code. With regard to the “in-control statement” reference is made to Management Annual Report on Internal Control Over Financial Reporting on page 94 of the Annual Report filed on Form 20-F. 22 80051616 M 7389676 / 1 Independence The current composition of the Board is not in compliance with the best practice provisions of the Dutch Code regarding the independence of directors. Three members do not qualify as “independent” within the meaning of these provisions and they are: Mr. Marchionne, who is Chief Executive Officer of Fiat S.p.A. and Chairman of Fiat Industrial; Mr. Monferino, who was Chief Executive Officer of Iveco until October 2010; and Mr. Boyanovsky, who was the Company’s President and Chief Executive Officer until his retirement on December 31,2011. Transactions between the Company and Fiat Industrial In 2011 there were transactions between the Company and Fiat Industrial (shareholder). See Note 35: Related Party Information" to the consolidated financial statements. Audit Committee The Audit Committee is appointed by the Board to assist in monitoring (1) the integrity of the financial statements of CNH; (2) qualifications and the independence of CNH’s independent registered public accounting firm; (3) the performance of CNH’s internal audit function and its independent registered public accounting firm; (4) the compliance by CNH with legal and regulatory requirements; (5) the systems of internal controls that management and the Board of Directors have established and (6) it reviews and approves, if appropriate, any related party transactions and transactions under which any director could have a material conflict of interest. Directors are required to immediately report any actual or potential conflict of interest that is of material significance to the Company or to themselves. In 2011 there were no transactions where a Director had such a (potential) conflict of interest with the Company. The Audit Committee currently consists of Messrs. Theurillat, Colligan, Kalantzis, and Lanaway. The Audit Committee is currently chaired by Mr. Theurillat. At its meetings, the Audit Committee customarily meets with the Chief Financial Officer, the General Counsel and Corporate Secretary, the Chief Accounting Officer, the Vice President of Internal Audit, the Vice President Corporate Tax, the Treasurer, and representatives from CNH's independent registered public accounting firm. After such meetings, the Audit Committee routinely meets separately, in executive session, with the Chief Financial Officer, the Vice President of Internal Audit, and representatives from CNH's independent registered public accounting firm. In addition, at least once per year (and more often as necessary) the Audit Committee meets with representatives from CNH's independent registered public accounting firm without any management present. The Charter for the Audit Committee is available on the CNH web site (www.cnh.com). Corporate Governance and Compensation Committee The Corporate Governance and Compensation Committee is responsible for, among other things, the design, development, implementation and review of the compensation and terms of employment of CNH's executive officers and the fees paid to the members of the Board as well as succession planning issues relating to executive officers and directors. The Corporate Governance and Compensation Committee is responsible for making sure that the compensation of the Company’s executive personnel is related to and aligned with the short-term and long-term objectives and operating performance of CNH (and the shareholders of CNH). The directors’ compensation terms and conditions are set forth in the CNH Directors’ Compensation Plan, the terms of which are approved by CNH's shareholders. The Corporate Governance and Compensation Committee makes its recommendations to the Board. The Corporate Governance and Compensation Committee also advises the Board on candidates for the Board for a first appointment, to fill a vacancy, and on members for the Board for possible reappointment after each term. The Corporate Governance and Compensation Committee currently consists of Messrs. Houle, Hiler, Jeker, Lipper and Marchionne. The Corporate Governance and Compensation Committee is currently chaired by Mr. Houle. The Charter for the Corporate Governance and Compensation Committee is available on the CNH web site (www.cnh.com). April 2, 2012 23 80051616 M 7389676 / 1 CNH GLOBAL N.V. FINANCIAL STATEMENTS 24 80051616 M 7389676 / 1 CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2011 25 80051616 M 7389676 / 1 CONSOLIDATED INCOME STATEMENTS Note 2011 2010 Net revenues (1) 19,341 15,782 Cost of sales (2) 15,671 13,049 Selling, general and administrative costs (3) 1,623 1,415 Research and development costs (4) 396 274 Other expenses (5) 45 43 1,606 1,001 35 7 ($ million) TRADING PROFIT Gains on the disposal of investments (6) Restructuring (benefit) costs (7) OPERATING PROFIT (3) 7 1,644 1,001 Financial expenses (8) 322 342 Result from investments: (9) 118 100 1,440 759 417 212 1,023 547 PROFIT BEFORE TAXES Income taxes (10) PROFIT PROFIT ATTRIBUTABLE TO: Owners of the parent Non-controlling interests 1,038 558 (15) (11) (in USD) BASIC EARNINGS PER ORDINARY SHARE (12) 4.33 2.35 DILUTED EARNINGS PER ORDINARY SHARE (12) 4.32 2.34 26 80051616 M 7389676 / 1 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ($ million) Note PROFIT (A) 2011 2010 1,023 547 (57) 16 (Losses)/Gains on cash flow hedges (24) Gains on fair value of available-for-sale financial assets (24) - 1 (Losses)/Gains on exchange differences on translating foreign operations (24) (400) 144 Change in non-controlling interest due to change in ownership (24) (2) - Income tax relating to components of Other comprehensive income (24) 11 (7) (448) 154 575 701 Owners of the parent 597 715 Non-controlling interests (22) (14) TOTAL OTHER COMPREHENSIVE (LOSS)/INCOME, NET OF TAX (B) TOTAL COMPREHENSIVE INCOME (A)+(B) TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: 27 80051616 M 7389676 / 1 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Note At December 31, 2011 At December 31, 2010 Intangible assets (13) 3,638 3,490 Property, plant and equipment (14) 1,921 1,769 Investments: (15) 509 492 504 486 5 6 ($ million) ASSETS Investments accounted for using the equity method Investments at cost Leased assets (16) 666 622 Defined benefit plan assets (24) 278 222 Deferred tax assets (10) 725 877 7,737 7,472 2,983 Total Non-current assets Inventories (17) 3,706 Trade receivables (18) 445 471 Receivables from financing activities (18) 13,784 13,381 Current tax receivables (18) 878 747 Other current assets (18) 765 730 200 131 32 Current financial assets: Current securities (19) 88 Other financial assets (20) 112 99 Cash and cash equivalents (21) 2,989 4,500 Deposits in Fiat Industrial subsidiaries' cash management pools (22) 4,116 - Deposits in Fiat subsidiaries' cash management pools (22) - 1,760 26,883 24,703 Total Current assets Assets held for sale (23) TOTAL ASSETS Total assets adjusted for asset-backed financing transactions 11 11 34,631 32,186 23,584 21,858 28 80051616 M 7389676 / 1 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED) ($ million) Note At December 31. 2011 At December 31, 2010 (24) 8,588 7,895 8,517 7,811 EQUITY AND LIABILITIES Equity: Issued capital and reserves attributable to owners of the parent Non-controlling interest Provisions: 71 84 3,799 3,590 1,963 Employee benefits (25) 1,932 Other provisions (26) 1,867 1,627 (27) 17,287 16,582 Asset-backed financing (27) 11,047 10,328 Other debt (27) 6,240 6,254 Other financial liabilities (20) 120 144 Trade payables (28) 3,071 2,471 768 646 120 69 Debt: Current tax payables Deferred tax liabilities (10) Other current liabilities (29) TOTAL EQUITY AND LIABILITIES Total equity and liabilities adjusted for asset-backed financing transactions 878 789 34,631 32,186 23,584 21,858 29 80051616 M 7389676 / 1 CONSOLIDATED STATEMENTS OF CASH FLOWS ($ million) Note 2011 2010 A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR (21) 4,500 1,926 1,023 547 406 364 3 1 (35) (7) B) CASH FLOWS FROM OPERATING ACTIVITIES DURING THE YEAR Profit Amortization and depreciation (excluding operating leases) (Gains)/losses on disposal of: Property plant and equipment and intangible assets Investments Share-based payment (24) 63 34 Other non-cash items (37) 98 182 Dividends received 57 21 Change in provisions 217 42 Change in deferred income taxes 159 30 Change in operating lease items (43) 40 Change in working capital (134) 829 TOTAL 1,814 2,083 (687) (592) (62) - 19 42 (37) C) CASH FLOWS USED IN INVESTMENT ACTIVITIES: Investments in: Property, plant and equipment and intangible assets (excluding operating lease) Entities consolidated on a line-by-line basis Proceeds from the sale of assets and investments Deposits in Fiat Industrial subsidiaries' cash management pools Withdrawals from Fiat subsidiaries' cash management pools Net change in receivables from financing activities (2,419) - - 462 (909) 371 Change in other current securities (66) 22 Other changes (66) 39 (4,190) 344 497 1,500 TOTAL D) CASH FLOWS FROM FINANCING ACTIVITIES: Bonds issued Repayment of bonds - (500) 411 (946) Capital increase 34 26 Purchase of ownership interests in subsidiaries (2) - Net change in other financial payables and other financial assets/liabilities Other (1) (1) TOTAL 939 79 Translation exchange differences (74) 68 (1,511) 2,574 2,989 4,500 E) TOTAL CHANGE IN CASH AND CASH EQUIVALENTS F) CASH AND CASH EQUIVALENTS AT END OF THE YEAR (21) 30 80051616 M 7389676 / 1 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY Cumulative Cumulative translation share of OCI of adjustment entities reserve consolidated Share capital Capital reserves Earnings reserves Cash flow hedge reserve 591 6,242 478 (25) 525 Capital increase 4 27 - - - Share-based award and related tax benefit - 70 - - - Sale of unconsolidated subsidiary - 11 - - Total comprehensive income for the year - - 1,038 Other changes - 1 - 595 6,351 1,516 ($ million) AT JANUARY 1, 2011 Noncontrolling interests Total 84 7,895 - - 31 - - 70 - - - 11 (46) (399) (2) (16) 575 - - 2 3 6 (71) 126 - 71 8,588 Changes in equity for 2011 AT DECEMBER 31, 2011 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PRINCIPAL ACTIVITIES CNH Global N.V. (“CNH” or the “Company”) is incorporated in, and under the laws of, The Netherlands. CNH’s Equipment Operations manufacture, market and distribute a full line of agricultural and construction equipment and parts on a worldwide basis. CNH’s financial services activities and operation offer an array of financial products and services, including retail financing for the purchase or lease of new and used CNH and other manufacturers’ products and other retail financing programs and wholesale financing to dealers. CNH's worldwide agricultural equipment and construction equipment operations are collectively referred to as "Equipment Operations". CNH's worldwide financial services operations are collectively referred to as "Financial Services”. In agricultural equipment, CNH believes it is one of the leading global manufacturers of agricultural tractors and combines based on units sold, and it has leading positions in hay and forage equipment and specialty harvesting equipment. In construction equipment, it has a leading position in backhoe loaders and a strong position in skid steer loaders in North America and crawler excavators in Western Europe. In addition, CNH provides a complete range of replacement parts and services to support its equipment. As of December 31, 2011, the Company was manufacturing its products in 37 facilities throughout the world and distributing its products in approximately 170 countries through a network of approximately 11,300 dealers and distributors. As of December 31, 2011, Fiat Industrial S.p.A. and its subsidiaries (“Fiat Industrial” or the “Fiat Industrial Group”) owned approximately 88% of CNH’s outstanding ordinary shares through Fiat Netherlands Holding N.V. (“Fiat Netherlands”). On January 1, 2011, Fiat S.p.A. (“Fiat” and, together with its subsidiaries, the “Fiat Group”) effected a “demerger” under Article 2506 of the Italian Civil Code. Pursuant to the demerger, Fiat transferred its ownership interest in Fiat Netherlands to a new holding company, Fiat Industrial, including Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat Industrial. In connection with the demerger transaction, shareholders of Fiat received shares of capital stock of Fiat Industrial. Accordingly, effective as of January 1, 2011, Fiat Industrial owned approximately 89% of its outstanding ordinary shares through its direct, wholly-owned subsidiary Fiat Netherlands. SIGNIFICANT ACCOUNTING POLICIES Basic of presentation CNH has prepared the accompanying consolidated financial statements in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union. The consolidated financial statements include CNH Global N.V. and its consolidated subsidiaries. The designation “IFRS” also includes all valid International Accounting Standards (“IAS”), as well as all interpretations of the IFRS Interpretations Committee, formerly the Standing Interpretations Committee (“SIC”), and then the International Financial Reporting Interpretations Committee (“IFRIC”). These financial statements have been prepared on a historical cost basis, except for certain financial instruments, which have been measured at fair value. The consolidated financial statements are expressed in U.S. dollars (currency of the primary economic environment in which the CNH operates), and unless otherwise indicated, all financial data set forth in these consolidated financial statements is expressed in U.S. dollars. Despite operating in a continuingly difficult economic and financial environment, CNH’s assessment is that no material uncertainties (as defined in paragraph 25 of IAS 1) exist about its ability to continue as a going concern, in view also of the measures already undertaken by CNH to adapt to the changed levels of demand and CNH’s financial and operating flexibility. Accordingly, the Company continues to employ the going concern basis of accounting in preparing its consolidated financial statements. 32 80051616 M 7389676 / 1 Format of the financial statements The Company presents an income statement using a classification based on the function of expenses (otherwise known as the “cost of sales” method), rather than based on their nature, as this is believed to provide information that is more relevant. The format selected is that used for managing the business and for management reporting purposes and is consistent with international practice in the capital goods sector. In this income statement, in which the classification of expenses is based on their function, Trading profit is reported specifically as part of Operating profit and separate from the income and expense resulting from the non-recurring operations of the business, such as Gains on the sale of investments, Restructuring costs and any Other income/ (expenses) defined as unusual and of a similar nature to these items. By doing this, it is believed that the Company’s actual performance from normal trading operations may be measured in a clearer way, while disclosing specific details of unusual income and expenses. For the statements of financial position, a mixed format has been selected to present current and non-current assets and liabilities, as permitted by IAS 1. Both Equipment Operations and Financial Services are consolidated in the Company’s financial statements. The investment portfolios of Financial Services are included in current assets, as the investments will be realized in their normal operating cycle. The statements of cash flows have been reported using the indirect method. Basis of consolidation Subsidiaries Subsidiaries are entities controlled by CNH, as defined in IAS 27 – Consolidated and Separate Financial Statements. Control exists when CNH has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated in CNH’s financial statements from the date that CNH obtains control, and continue to be consolidated until the date that such control ceases. Noncontrolling interests in the net assets of consolidated subsidiaries and non-controlling interests in the profit or loss of consolidated subsidiaries, are presented separately from the interests of the owners of the parent in the consolidated statements of financial position and income statements, respectively. Losses applicable to non-controlling interests which exceed the minority’s interests in the subsidiary’s equity are allocated against the non-controlling interests. Changes in the interests in a subsidiary which do not lead to the acquisition or loss of control are recognized directly in equity. Changes in CNH's ownership interests in subsidiaries that do not result in the loss of control are accounted for as equity transactions. The carrying amounts of the equity attributable to owners of the parent and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the book value of the non-controlling interests and the fair value of the consideration paid or received is recognized directly in the equity attributable to the owners of the parent. If CNH loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest, and (ii) the carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. Any profits or losses recognized in other comprehensive income in respect of the measurement of the assets of the subsidiary are accounted for as if the subsidiary had been sold (i.e. are reclassified to profit or loss or transferred directly to retained earnings depending on the applicable IFRS). The fair value of any investment retained in the former subsidiary is measured in accordance with IAS 39, IAS 28 or IAS 31, depending on the type of investment. Jointly controlled entities Jointly controlled entities are entities in which CNH has contractually agreed to share control, or for which a contractual arrangement exists whereby two or more parties undertake an economic activity that is subject to joint control. Investments in jointly controlled entities are accounted for using the equity method from the date that joint control is obtained until the date that joint control ceases. Associates Associates are entities over which CNH has significant influence, but not control or joint control, over the financial and operating policies, as defined in IAS 28 – Investments in Associates. The consolidated financial statements include the Company’s share of the earnings of associates under the equity method, from the date that significant influence is obtained until the date that significant influence ceases. When the Company’s share of losses of an associate, if any, exceeds the carrying amount of the associate in the Company’s statement of financial position, the carrying amount is reduced to nil, and recognition of further losses is discontinued except to the extent that the Company has incurred obligations in respect of the associate. 33 80051616 M 7389676 / 1 Transactions eliminated in consolidation All significant intercompany transactions, including activity within and between Equipment Operations and Financial Services, have been eliminated in deriving the consolidated financial statements and data. Foreign currency transactions Transactions in foreign currencies are recorded at the foreign exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the statement of position date. Exchange gains or losses on settlement of foreign currency transactions translated at the exchange rate at the date of the transactions, or the translation of monetary assets and liabilities at period end exchange rates, are recognized in the consolidated income statement. Consolidation of foreign entities All assets and liabilities of foreign consolidated companies with a functional currency other than U.S. dollar are translated using the exchange rates in effect at the statement of financial position date. Income and expenses are translated at the average exchange rate for the period. Translation differences resulting from the application of this method are classified as equity until the disposal of the investment. Average rates of exchange are used to translate the cash flows of foreign subsidiaries in preparing the consolidated statements of cash flows. Goodwill, assets acquired and liabilities assumed arising on the acquisition of entities with a functional currency other than U.S. dollar, are recognized in the functional currency, and translated at the exchange rate at the acquisition date. These balances are subsequently translated at the exchange rate at the statement of financial position date. The principal exchange rates used in 2011 and 2010 to translate into U.S. dollars the consolidated financial statements prepared in currencies other than U.S. dollar were as follows: Average 2011 December 31, 2011 Average 2010 December 31, 2010 Euro 0.718 0.773 0.754 0.748 Pound sterling 1.604 1.549 1.545 1.552 Swiss franc 0.886 0.939 1.041 0.936 Polish zloty 2.960 3.445 3.013 2.975 Brazilian real 1.671 1.867 1.759 1.660 Argentine peso 4.125 4.298 3.910 3.969 Business Combinations Business combinations are accounted for by applying the acquisition method. Under this method, the consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred and liabilities assumed by the Company, and the equity interests issued in exchange for control of the acquiree. Acquisition-related costs are expensed as incurred. The identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values, except for the following which are measured in accordance with the relevant standards: deferred tax assets and liabilities; assets and liabilities relating to employee benefit arrangements; liabilities or equity instruments relating to share-based payment arrangements of the acquiree or share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree; assets (or disposal groups) that are classified as held for sale. Goodwill is measured as the excess of the aggregate of the consideration transferred, the amount of any noncontrolling interest in the acquire, and the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree (if any), over the net of the acquisition-date fair values of the identifiable assets acquired and the liabilities assumed. 34 80051616 M 7389676 / 1 Intangible assets Goodwill and Intangible assets with indefinite useful lives Goodwill acquired in a business combination is measured at the amount recognized at the acquisition date, less any impairment losses. Other intangibles with indefinite lives principally consist of acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life. Goodwill and Intangible assets with indefinite useful lives are not amortized, but are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired, in accordance with IAS 36. Development costs Development costs are recognized as an asset if and only if both of the following conditions are met: development costs can be measured reliably and technical feasibility of the product, volumes and pricing support the view that the development expenditure will generate future economic benefits. Capitalized development costs include all direct and indirect costs that may be directly attributed to the development process. Capitalized development costs are amortized on a systematic basis from the start of production of the related product over a product‘s estimated useful life which averages five years. All other development costs are expensed as incurred. Other intangible assets Other purchased and internally-generated intangible assets are recognized as assets in accordance with IAS 38 – Intangible Assets, where it is probable that the use of the asset will generate future economic benefits and where the costs of the asset can be determined reliably. Such assets are measured at purchase price or manufacturing cost and amortized on a straight-line basis over their estimated useful lives, if these assets have definite useful lives. Other intangible assets acquired as part of the acquisition of a business are capitalized separately from goodwill if their fair value can be measured reliably. Property, plant and equipment Cost Property, plant and equipment are stated at acquisition or production cost, less accumulated depreciation. Subsequent expenditures and replacing costs of an asset are capitalized only if they increase the future economic benefits embodied in that asset. All other expenditures are expensed as incurred. When such replacement costs are capitalized, the carrying amount of the parts that are replaced is recognized in the income statement. Leases where the lessor retains substantially all the risks and rewards of ownership of the assets are classified as operating leases. Operating lease expenditures are expensed on a straight-line basis over the lease terms. Depreciation Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Depreciation rates Buildings 2.5% - 10% Plant, machinery and equipment 6.2% - 20% Other assets 10%- 33.3% Land is not depreciated. Finance leases Future minimum lease payments from lessees are classified as Receivables from financing activities. Lease payments are recognized as the repayment of the principal and financial income remunerating the initial investment and the services provided. 35 80051616 M 7389676 / 1 Leased assets Leased assets include equipment leased to retail customers by CNH's leasing companies under operating lease arrangements. They are stated at cost and depreciated at an annual rate of 20%. When such assets cease to be leased, CNH reclassifies their carrying amount to Inventories. Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets (as defined under IAS 23 – Borrowing Costs) are capitalized and added to the project cost during construction until such time as the assets are considered substantially ready for their intended use i.e. when they are capable of production. These costs are capitalized and amortized over the useful life of the class of assets to which they refer. All other borrowing costs are recognized in the income statement in the period in which they are incurred using the effective interest rate method. Impairment of assets The Company reviews, at least annually, the recoverability of the carrying amount of intangible assets (including capitalized development costs) and property, plant and equipment, to determine whether there are any indicators of impairment, such as that the carrying values of the assets may not be recoverable. If indications of impairment are present, the carrying amount of the asset is reduced to its recoverable amount. An intangible asset with an indefinite useful life is tested for impairment annually or more frequently, if there is an indication that the asset may be impaired. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The recoverable amount of an asset is the higher of fair value, less disposal costs, and its value in use. In assessing its value in use, the pre-tax estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money, and the risks specific to the asset. An impairment loss is recognized when the recoverable amount is lower than the carrying amount. A previously recognized impairment loss for assets other than goodwill, is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset is increased to its recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized for the asset in prior years. Such reversals are recognized in the income statement. Financial instruments Presentation Financial instruments held by CNH are presented in the financial statements as described in the following paragraphs. Investments and other non-current financial assets comprise investments in unconsolidated companies and other non-current financial assets (non-current loans and receivables and other non-current available-for-sale financial assets). Current financial assets, as defined in IAS 39, include trade receivables, receivables from financing activities (retail financing, dealer financing, lease financing and other current loans to third parties), current securities and other current financial assets (which include derivative financial instruments stated at fair value as assets), as well as cash and cash equivalents. In particular, Cash and cash equivalents include cash at banks, units in liquidity funds and other money market securities that are readily convertible into cash and are subject to an insignificant risk of changes in value. Deposits in Fiat Industrial subsidiaries and Fiat subsidiaries' cash management pools represents a cash management system CNH participates in with Fiat Industrial. CNH accesses funds deposited in these accounts on a daily basis and has the contractual right to withdraw these funds on demand and terminate these cash management arrangements. The carrying value of Deposits with Fiat Industrial and Fiat approximates fair value based on the short maturity of these investments. Current securities include short-term or marketable securities which represent temporary investments of available funds and do not satisfy the requirements for being classified as cash equivalents; current securities include both available-for-sale and held for trading securities. 36 80051616 M 7389676 / 1 Financial liabilities refer to debt, which includes asset-backed financing, and other financial liabilities (which include derivative financial instruments stated at fair value as liabilities), trade payables and other payables. Measurement Investments in unconsolidated companies classified as non-current financial assets are accounted for as described in the section Basis of consolidation. Non-current financial assets other than investments, as well as current financial assets and financial liabilities, are accounted for in accordance with IAS 39 – Financial Instruments: Recognition and Measurement. Current financial assets are recognized on the basis of the settlement date and, on initial recognition, are measured at acquisition cost, including transaction costs. Subsequent to initial recognition, available-for-sale financial assets are measured at fair value. When market prices are not available, the fair value of available-for-sale financial assets is measured using appropriate valuation techniques e.g. discounted cash flow analysis based on market information available at the statement of financial position date. Gains and losses on available-for-sale financial assets are recognized directly in other comprehensive income until the financial asset is disposed or is determined to be impaired; when the asset is disposed of, the cumulative gains or losses, including those previously recognized in other comprehensive income, are reclassified to the income statement for the period; when the asset is impaired, accumulated losses are recognized in the income statement. Loans and receivables which are not held by the Company for trading (loans and receivables originating in the course of business), held-to-maturity securities and all financial assets for which published price quotations in an active market are not available and whose fair value cannot be determined reliably, are measured, to the extent that they have a fixed term, at amortized cost, using the effective interest method. When the financial assets do not have a fixed term, they are measured at acquisition cost. Receivables with maturities of over one year which bear no interest or an interest rate significantly lower than market rates are discounted using market rates. Assessments are made regularly as to whether there is any objective evidence that a financial asset or group of assets may be impaired. If any such evidence exists, an impairment loss is included in the income statement for the period. Except for derivative instruments, financial liabilities are measured at amortized cost using the effective interest method. Financial assets and liabilities hedged by derivative instruments are measured in accordance with hedge accounting principles applicable to fair value hedges: gains and losses arising from remeasurement at fair value, due to changes in the respective hedged risk, are recognized in the income statement and are offset by the effective portion of the loss or gain arising from remeasurement at fair value of the hedging instrument. Derivative Instruments Derivative financial instruments are used for hedging purposes, in order to reduce currency and interest rate risks. In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only when at the inception of the hedge there is formal designation and documentation of the hedging relationship, the hedge is expected to be highly effective, its effectiveness can be reliably measured and it is highly effective throughout the financial reporting periods for which it is designated. All derivative financial instruments are measured in accordance with IAS 39 at fair value. When derivative financial instruments qualify for hedge accounting, the following accounting treatment applies: Fair value hedges – Where a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability that is attributable to a particular risk and could affect the income statement, the gain or loss from remeasuring the hedging instrument at fair value is recognized in the income statement. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognized in the income statement. Cash flow hedges – Where a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect the income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income. The cumulative gain or loss is removed from other comprehensive income and recognized in the income statement at the same time as the economic effect arising from the hedged item affects income. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the income statement immediately. When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in other comprehensive income and is recognized in the 37 80051616 M 7389676 / 1 income statement at the same time as the underlying transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in other comprehensive income is recognized in the income statement immediately. If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial instruments are recognized immediately in the income statement. Sales of receivables CNH sells a significant portion of its financial and trade receivables through either securitization programs or factoring transactions. A securitization transaction entails the sale of a portfolio of receivables to a securitization vehicle. This special purpose entity finances the purchase of the receivables by issuing asset-backed securities (i.e. securities whose repayment and interest flow depend upon the cash flow generated by the portfolio). Asset-backed securities are divided into classes according to their degree of seniority and rating: the most senior classes are placed with investors on the market; the junior class, whose repayment is subordinated to the senior classes, is normally subscribed for by the seller. The residual interest in the receivables retained by the seller is therefore limited to the junior securities it has subscribed for. In accordance with SIC 12 – Consolidation – Special Purpose Entities (“SPE”), all securitization vehicles are included in the scope of consolidation, because the subscription of the junior assetbacked securities by the seller entails its control in substance over the SPE. Furthermore, factoring transactions may be with or without recourse to the seller; certain factoring agreements without recourse include deferred purchase price clauses (i.e. the payment of a minority portion of the purchase price is conditional upon the full collection of the receivables), require a first loss guarantee of the seller up to a limited amount or imply a continuing significant exposure to the receivables cash flow. These kinds of transactions do not meet IAS 39 requirements for asset derecognition, since the risks and rewards have not been substantially transferred. Consequently, all receivables sold through both securitization and factoring transactions which do not meet IAS 39 derecognition requirements are recognized as such in the Company’s consolidated financial statements even though they have been legally sold; a corresponding financial liability is recorded in the consolidated statement of financial position as Asset-backed financing. Gains and losses relating to the sale of such assets are not recognized until the assets are removed from the Company’s statement of financial position. Inventories Inventories of raw materials, work-in-progress and finished goods, (including assets leased under operating leases) are stated at the lower of cost and net realizable value. Cost is determined by the first in-first-out (FIFO) method. The cost of finished goods and work-in-progress includes the cost of raw materials, other direct costs, and production overheads. Provision is made for obsolete and slow-moving raw materials, finished goods, spare parts and other supplies based on their expected future use, and realizable value. Net realizable value represents estimated selling price in the ordinary course of business less any further costs expected to be incurred to completion and disposal. Assets held for sale Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current assets are available for immediate sale in their present condition. Non-current assets held for sale are carried at the lower of the carrying amount prior to being classified as held for sale, and fair value less costs to sell. Employee benefits Pension plans CNH sponsors numerous defined benefit and defined contribution pension plans, in accordance with local conditions and practices in the countries in which CNH operates. CNH's defined benefit pension plans are accounted for in accordance with IAS 19, Employee Benefits, such that the plan liabilities are measured by actuarial valuations using the projected unit credit method. CNH recognizes actuarial gains and losses falling outside a “corridor” of the greater of 10% of the benefit obligation or 10% of the assets, amortized over the expected average future working lifetime of the employees in the arrangements. The expense is charged to the consolidated income statement to match the cost of providing these benefits to the period of service of the employees. 38 80051616 M 7389676 / 1 The post-employment benefit obligation recognized in the statement of financial position represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses, arising from the application of the corridor method and unrecognized past service cost, reduced by the fair value of plan assets. Any net asset resulting from this calculation is recognized at the lower of its amount and the total of any cumulative unrecognized net actuarial losses and past service cost, and the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan. If amendments are made to a plan that modify the benefits due for past service, or if a new plan is introduced regarding past service, then past service costs are recognized in the income statement on a straight-line basis over the average period remaining until the benefits become vested. If an amendment is made to a plan that significantly reduces the number of participants, or that modifies the terms of the plan, such that employees will no longer be entitled to the same benefits for a significant part of their future service, or if such benefits will be reduced, any income or expense resulting from such changes is immediately recognized in the consolidated income statement. Any other expense and income resulting from the measurement of pension plan provisions is allocated to costs by function in the income statement, except for interest cost on unfunded defined benefit plans, which is reported as part of Financial expenses. Contributions to defined contribution pension plans are expensed in the consolidated income statement as incurred. Post-employment plans other than pensions CNH provides certain post-employment defined benefits, mainly health care plans. The method of accounting and the frequency of valuations are similar to those used for defined benefit pension plans. Equity compensation plans Certain members of senior management and employees receive part of their remuneration in the form of sharedbased compensation awards. The cost of these shared-based compensation awards is measured at fair value at the date at which they are granted. The fair value is expensed in installments on a straight-line basis over the vesting period based on CNH’s estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at each statement of financial position date up to the vesting date, at which point the estimate is adjusted to reflect actual outcome of awards which have vested. No adjustment is made to the fair value after the vesting date, even if the awards are forfeited or not exercised. Provisions CNH records provisions when it has an obligation, legal or constructive, as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Changes in estimates are reflected in the income statement in the period in which the change occurs. Revenue recognition Revenue is recognized to the extent that is probable that the economic benefits will flow to CNH and the revenue can be reliably measured. Appropriate provisions for discounts, rebates, allowances and sales incentive program costs are recorded on an accrual basis, consistent with the recognition of the related sales. Revenue associated with the sale of products is recognized when all significant risks and rewards of ownership are transferred to the independent dealer or other customer, according to the terms of sale, generally upon shipment or delivery of goods. Revenues from the sale of extended warranties and maintenance contracts are recognized over the period during which the service is provided. Finance and interest income on retail and other notes receivable and finance leases is recorded using the effective yield method. Income from operating leases is recognized over the term of the lease on a straight-line basis. Cost of sales Cost of sales comprises cost of manufacturing products and acquisition cost of purchased merchandise which has been sold. It includes all directly attributable material and production costs, and all production overheads. These include depreciation of property, plant and equipment, and the amortization of intangible assets relating to production and write-downs of inventories. Cost of sales also includes freight and insurance costs relating to deliveries to dealer and agency fees in the case of direct sales. Cost of sales also includes provisions made to cover the estimated cost of product warranties at the time of sale to dealer networks or to the end customer. 39 80051616 M 7389676 / 1 Expenses which are directly attributable to Financial Services, including the interest expense related to the financing of Financial Services as a whole and charges for risk provisions and write-downs, are reported in Cost of sales. Research and development costs This item includes research and development costs which don’t meet the criteria for recognition as an asset, and the amortization of development costs recognized as assets in accordance with IAS 38 (see Notes 4. Research and Development Costs, and 13. Intangible Assets to the consolidated financial statements). Government grants Government grants are recognized in the consolidated financial statements when there is reasonable assurance that the Company will comply with the conditions for receiving such grants and that the grants themselves will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset. The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan (fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the same policies used for the recognition of government grants. Income Taxes Income taxes include all taxes based upon the taxable profits of CNH. Income taxes are recognized in the consolidated income statement except to the extent that they relate to items charged or credited directly to equity, in which case the related income taxes are recognized in equity. Provisions for income taxes that could arise on the distribution of a subsidiary’s undistributed profits are only made where there is a current intention to distribute such profits. Deferred taxes are provided using the balance sheet liability method, providing for temporary differences between the tax base of assets and liabilities and the carrying amounts in the consolidated financial statements, except for those arising on non-tax-deductible goodwill, and for those related to investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Current and deferred income tax assets and liabilities are offset when the income taxes are levied by the same taxation authority and where there is a legally enforceable right of offset. Deferred tax assets and liabilities are measured at the substantively enacted tax rates in the respective jurisdictions in which CNH operates that are expected to apply to taxable income in the periods in which temporary differences reverse or expire. Earnings per share Basic earnings per share are calculated by dividing profit or loss attributable to CNH’s ordinary equity holders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are based on the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the period. Unvested performance-based awards are considered outstanding and included in the computation of diluted earnings per share based on the number of shares that would be issuable if the end of the reporting period were the end of the contingency period. Use of estimates The preparation of financial statements in conformity with IFRS requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The accounting policies requiring management to use significant estimates and assumptions relate to allowances for doubtful accounts, receivable and inventories, non-current assets (tangible and intangible assets), residual values of vehicles leased under operating lease arrangements, sales allowances, product warranties, pension and other post-retirement benefits, deferred tax assets and contingent liabilities. Although these estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those estimates. The following are the critical judgments and key assumptions concerning the future, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements. 40 80051616 M 7389676 / 1 Allowance for doubtful accounts The allowance for doubtful accounts reflects management’s estimate of losses inherent in the wholesale and retail credit portfolio. This allowance is based on CNH’s estimate of the losses to be incurred, which considers past experience with similar receivables, current and historical past due amounts, dealer termination rates, write-offs and collections, on-going monitoring of the credit quality, and current and projected economic and market conditions. Allowance for obsolete and slow-moving inventory The allowance for obsolete and slow-moving inventory reflects management’s estimate of the loss in value expected by CNH, and has been determined on the basis of past experience and historical and expected future trends in the used vehicle market. Recoverability of non-current assets (including goodwill) Non-current assets include property, plant and equipment, intangible assets (including goodwill), investments and other financial assets. Management reviews the carrying values when events or changes in circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of impairment loss. As asset’s recoverable amount is the higher of an asset’s or cash generating unit’s fair value less costs to sell and its value-in-use. In assessing value-in-use, its estimated future cash flow is discounted to its present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risk specific to the asset. In view of the present economic and financial situation, CNH has the following considerations in respect of its future prospects: When carrying out impairment testing of tangible and intangible assets, CNH took into account its performance forecasted in its 2012 budget. Should the assumptions underlying the forecast deteriorate, the following is noted: The Company’s tangible and intangible assets with a definite useful life relate to models or products with a high technological content in line with the latest environmental laws and regulations, which makes them competitive in the present economic environment, especially in the more mature economies in which particular attention is placed on the eco-sustainability of those types of products. As a result, despite the fact that the capital goods sector (in particular, construction equipment in certain specific geographical areas) is one of the markets most affected by the crisis in the immediate term, it is considered highly probable that the life cycle of these products can be lengthened to span over the period of time involved in a slower economic recovery, allowing CNH to achieve sufficient earnings flows to cover the investments, albeit over a longer timescale. At December 31, 2011, approximately 70% or $1,635 million of capitalized goodwill relates to the Agricultural equipment business, while 25% or $593 million of capitalized goodwill relates the Construction equipment business. See Note 13. Intangible Assets to the consolidated financial statements, for further detail in recoverability tests performed by CNH. Residual values of assets leased under operating lease arrangements CNH reports assets leased to customers under operating leases as tangible assets. CNH recognizes income from such operating leases on a straight-line basis over the term of the lease. These assets are depreciated on a straightline basis over the lease term, to their estimated residual value at the end of the lease term. The estimated residual value of leased assets is calculated at the lease inception date, based on published industry information and historical experience. Realization of the residual values is dependent on CNH’s future ability to market the assets under the then-prevailing market conditions. CNH assesses, on an ongoing basis, whether events and circumstances have occurred which impact the estimated residual values of the assets under operating lease arrangements. Sales allowances CNH grants certain sales incentives to stimulate sales of its products to retail customers. The expense for such incentive programs is recorded as a deduction in arriving at the net sales amount at the time of the sale of the product to the dealer. The expense for new programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things. Product warranties At the time a sale of equipment or parts to a dealer is recognized, CNH records the estimated future warranty costs for the product, primarily basic warranty coverage. CNH determines its total warranty liability by applying historical 41 80051616 M 7389676 / 1 claims rate experience to the estimated amount of equipment that has been sold and is still under warranty. Campaigns are formal post-production modification programs approved by management. The liabilities for such programs are recognized when approved, based on an estimate of the total cost of the program. Pension and other post-retirement benefits CNH sponsors pension and other post-retirement benefits in various countries, mainly in the United States, in the United Kingdom, and in Germany. The defined benefit obligation is calculated annually by external actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using interest rates that reference high-quality corporate bonds that have maturity dates approximating the terms of CNH’s benefit obligations. A number of key assumptions have to be made in calculating the fair value of CNH’s defined benefit pension plans. These assumptions impact the statement of financial position assets and liabilities, operating profit and financial expense. The most critical assumptions are the discount rate, the rate of inflation and mortality assumptions to be applied to future pension plan liabilities. The most important assumption for the plan assets is the future expected return. In determining these assumptions, management takes into account the advice of professional external actuaries and benchmarks against external data. Changes in any of these assumptions may have an effect on future contributions to the plans and expense, assets and liability. The effects resulting from revising the estimates for the above parameters are not recognized in the Statement of financial position and income statement when they arise but are recognized using the “corridor method” adopted by CNH. See Employee benefits section above for description of this approach. Realization of deferred tax assets At December 31, 2011 and 2010, CNH had deferred tax assets and theoretical tax benefits arising from tax loss carry forwards of $599 million and $937 million, respectively, of which $355 million and $669 million are not recognized in the consolidated financial statements. Valuation allowances are recorded to reduce deferred tax assets to an amount that is probable it will be realized. In making these adjustments, management has taken into consideration figures from budgets and forecasts consistent with those used for impairment testing and discussed in the preceding paragraph relating to the recoverable amount of non-current assets. Contingent liabilities CNH is the subject of legal proceedings and tax issues covering a range of matters, which are pending in various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and claims against CNH often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business management consults with legal counsel and certain other experts on matters related to litigation and taxes. CNH records a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed. Accounting principles, amendments and interpretations adopted from January 1, 2011 On November 4, 2009, the IASB issued a revised version of IAS 24 - Related Party Disclosures that simplifies the disclosure requirements for government-related entities and clarifies the definition of a related party. Application of this amendment did not have any significant effects on the measurement of items in the Company’ s consolidated financial statements and had only limited effects on the disclosures for related party information provided in Note 35. Related party information to the consolidated financial statements. Accounting principles, amendments and interpretations not yet applicable and not early adopted by CNH Except for the amendments to IFRS 7 – Financial Instruments: Disclosures issued on 7 October 2011 described below, the European Union had not yet completed its endorsement process for these standards and amendments at the date of these Consolidated Financial Statements: On November 12, 2009, the IASB issued a new standard IFRS 9 – Financial Instruments that was subsequently amended. The standard, having an effective date for mandatory adoption of January 1, 2015 retrospectively, represents the completion of the first part of a project to replace IAS 39 and introduces new requirements for the classification and measurement of financial assets and financial liabilities. The new standard uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the many different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments and the contractual cash flow characteristics of the financial assets. The most significant effect of the standard regarding the classification and measurement of financial liabilities relates to the accounting for changes in fair value attributable to changes in the credit risk of financial 42 80051616 M 7389676 / 1 liabilities designated as at fair value through profit or loss. Under the new standard these changes are recognized in Other comprehensive income and are not subsequently reclassified to the Income statement. On December 20, 2010, the IASB issued amendments to IAS 12 – Income Taxes which clarify the accounting for deferred tax relating to investment properties measured at fair value. The amendments introduce the presumption that the carrying amount of deferred taxes relating to investment properties measured at fair value under IAS 40 will be recovered through sale. As a result of the amendments, SIC-21 Income Taxes – Recovery of Revalued Non-Depreciable Assets no longer applies. These amendments are effective for annual periods beginning on or after January 1, 2012. On May 12, 2011, the IASB issued IFRS 10 – Consolidated Financial Statements replacing SIC-12 – Consolidation-Special Purpose Entities and parts of IAS 27 – Consolidated and Separate Financial Statements (which has been renamed Separate Financial Statements and addresses the accounting treatment of investments in separate financial statements). The new standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The standard is effective retrospectively from January 1, 2013. On May 12, 2011, the IASB issued IFRS 11 – Joint Arrangements superseding IAS 31 – Interests in Joint Ventures and SIC-13 – Jointly-controlled Entities-Non-monetary Contributions by Venturers. The new standard provides the criteria for identifying joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form and requires a single method to account for interests in jointlycontrolled entities, the equity method. The standard is effective retrospectively from January 1, 2013. Following the issue of the new standard, IAS 28 – Investments in Associates has been amended to include accounting for investments in jointly-controlled entities in its scope of application (from the effective date of the standard). On May 12, 2011, the IASB issued IFRS 12 – Disclosure of Interests in Other Entities, a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates, special purpose vehicles and other unconsolidated vehicles. The standard is effective for annual periods beginning after January 1, 2013. On May 12, 2011, the IASB issued IFRS 13 – Fair Value Measurement, clarifying the determination of the fair value for the purpose of the financial statements and applying to all IFRSs permitting or requiring a fair value measurement or the presentation of disclosures based on fair value. The standard is effective prospectively from 1 January 2013. On June 16, 2011, the IASB issued an amendment to IAS 1 – Presentation of Financial Statements requiring companies to group together items within Other comprehensive income that may be reclassified to the profit or loss section of the income statement. The amendment is applicable for periods beginning on or after 1 July 1, 2012. On June 16, 2011, the IASB issued an amended version of IAS 19 – Employee Benefits. The amendments make improvements to the previous version by eliminating the option to defer the recognition of gains and losses, known as the “corridor method”, and by requiring the fund’s deficit or surplus to be presented in the statement of financial position, the components of cost relating to service and net interest to be recognized in profit or loss and actuarial gains and losses arising from the remeasurement of assets and liabilities to be recognized in Other comprehensive income. In addition, the return on assets included in net interest costs must now be calculated using the discount rate applicable to liabilities and no longer the expected return on the assets. The amendments also introduce the requirement for additional disclosures to be provided in the notes. The amended version of IAS 19 is applicable on a retrospective basis from January 1, 2013. On December 16, 2011, the IASB issued certain amendments to IAS 32 – Financial Instruments: Presentation to clarify the application of certain offsetting criteria for financial assets and financial liabilities in IAS 32. The amendments are effective for annual periods beginning on or after January 1, 2014 and are required to be applied retrospectively. On December 16, 2011, the IASB issued certain amendments to IFRS 7 – Financial Instruments: Disclosures. The amendments require information about the effect or potential effect of netting arrangements for financial assets and liabilities on an entity’s financial position. Entities are required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The required disclosures should be provided retrospectively. Finally, on October 7, 2010, the IASB issued amendments to IFRS 7 – Financial Instruments: Disclosures. The amendments will allow users of financial statements to improve their understanding of transfers (“derecognition”) of financial assets, including an understanding of the possible effects of any risks that may remain with the entity that 43 80051616 M 7389676 / 1 transferred the assets. The amendments also require additional disclosures if a disproportionate amount of a transfer transaction is undertaken at the end of a reporting period. Entities are required to apply the amendments for annual periods beginning on or after July 1, 2011. Application of this amendment is not expected to have any effects on the measurement of items in the financial statements. RISK MANAGEMENT Credit risk Wholesale, retail and finance lease receivables have significant concentrations of credit risk in the agricultural and construction businesses, the majority of which are in North America. CNH typically retains, as collateral, a security interest in the equipment associated with wholesale and retail notes receivable. Such risk is mitigated by the large number of counterparties and customers. Financial assets are recognized in the statements of financial position net of write-downs for the risk that counterparties may be unable to fulfill their contractual obligations, determined on the basis of the available information as to the creditworthiness of the customer and historical data. Liquidity risk In the continuing environment of uncertainty in the financial markets, CNH’s policy is to keep a high degree of flexibility with its funding and investment options in order to maintain its desired level of liquidity. In managing its liquidity requirements, CNH is pursuing a financing strategy that includes open access to a variety of financing sources. These sources include U.S. and international capital markets, commercial bank lines, and the funding of Financial Services with a combination of receivables securitizations, unsecured borrowings, conduit financing, and other transactions. The continuation of a difficult economic situation in the markets in which CNH operates and the uncertainties that characterize the financial markets necessitate giving special attention to the management of liquidity risk. In that sense measures taken to generate financial resources through operations and to maintain an adequate level of available liquidity are an important factor in ensuring normal operating conditions and addressing strategic challenges over the next few years. CNH therefore plans to meet its requirements to settle liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations and available liquidity, renewing or refinancing bank loans and making recourse to the bond market and other forms of funding. Interest rate risk and currency risk As a multinational company that has operations throughout the world, CNH is exposed to market risks from fluctuations in foreign currency exchange and interest rates. The exposure to foreign currency risk arises both in connection with the geographical distribution of CNH’s industrial activities compared to the markets in which it sells its products, and in relation to the use of external borrowing denominated in foreign currencies. The exposure to interest rate risk arises from the need to fund industrial and financial operating activities and the necessity to deploy surplus funds. Changes in market interest rates may have the effect of either increasing or decreasing CNH’s net profit/(loss), thereby indirectly affecting the costs and returns of financing and investing transactions. CNH regularly assesses its exposure to interest rate and foreign currency risk and manages those risks through the use of derivative financial instruments in accordance with its established risk management policies. CNH’s policy permits derivatives to be used only for managing the exposure to fluctuations in exchange and interest rates connected with future cash flows and assets and liabilities, and not for speculative purposes. CNH utilizes derivative financial instruments designated as fair value hedges, mainly to hedge: the currency risk on financial instruments denominated in foreign currency; the interest rate risk on fixed rate loans and borrowings. The exchange rate exposure on forecasted commercial flows is hedged by currency swaps, forward contracts and currency options. Interest rate exposures are usually hedged by interest rate swaps and, in limited cases, by forward rate agreements. CNH uses derivative financial instruments as cash flow hedges for the purpose of pre-determining: 44 80051616 M 7389676 / 1 the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for; the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a pre-defined mix of floating versus fixed rate funding structured loans. Counterparties to these agreements include certain Fiat Industrial subsidiaries in 2011 and certain Fiat subsidiaries in 2010. Information on the fair value of derivative financial instruments held at the statement of financial position date is provided in Note 20, Other financial assets and Other financial liabilities to the consolidated financial statements. Additional qualitative information on the financial risks to which CNH is exposed is provided in Note 33, Information on financial risks. SCOPE OF CONSOLIDATION The consolidated financial statements of CNH as of December 31, 2011 include CNH Global N.V. and its subsidiaries in which CNH Global N.V., directly or indirectly, has a majority of the voting rights, over which it exercises control, or from which it is able to derive benefit by virtue of its power to govern corporate financial and operating policies. During 2011 the following main changes in the scope of consolidation occurred: on March 31, 2011, CNH Global N.V. acquired full ownership of L&T – Case Equipment Private Limited (subsequently renamed Case New Holland Construction Equipment India Private Limited), an unconsolidated joint venture established in 1999 with Larsen & Toubro Limited to manufacture and sell construction and building equipment in India. CNH has accordingly applied the acquisition method, consolidating the subsidiary on a line-by-line basis beginning March 31, 2011; this transaction is further discussed in Note 36. Acquisition of subsidiaries to the consolidated financial statements; on October 20, 2011, CNH Global N.V. acquired Fiat Switzerland SA from Fiat; this is a minor company whose total assets and net revenues are not significant for CNH; the following subsidiaries, which were at a development stage until December 31, 2010 and whose operations were not significant, have been consolidated on a line-by-line basis beginning January 1, 2011: CNH-KAMAZ Industrial B.V., LLC CNH-KAMAZ Commerce, LLC CNH-KAMAZ Industry. Interests in jointly controlled entities are accounted for using the equity method. Condensed financial information relating to CNH’s pro-rata interest in the above entity is as follows: ($ million) Non-current assets Current assets TOTAL ASSETS Debt Other liabilities At December 31, 2011 At December 31, 2010 95 352 447 76 146 116 352 468 83 151 The combined amounts of CNH’s share in the principal income statement items of jointly controlled entities accounted for using the equity method are as follows: 2011 2010 Net revenues 657 599 Operating profit 104 96 Profit before taxes 104 76 81 58 ($ million) Profit Interests in associates are accounted for using the equity method. The main aggregate amounts related to CNH interests in associates are as follows: At December 31, 2011 At December 31, 2010 Total assets 1,636 1,444 Total liabilities 1,385 1,224 ($ million) 45 80051616 M 7389676 / 1 COMPOSITION AND PRINCIPAL CHANGES 1. Net revenues Net revenues may be analyzed as follows: ($ million) Sales of goods 2011 2010 17,833 14,262 Interest income from customers and other financial income from Financial Services 879 956 Services 247 216 Income on operating leases 167 160 Other Total Net revenues 215 188 19,341 15,782 2011 2010 2. Cost of sales Cost of sales comprises the following: ($ million) Interest cost and other financial expenses from Financial Services 721 869 Other costs of sales 14,950 12,180 Total Cost of sales 15,671 13,049 3. Selling, general and administrative costs Selling costs amount to $682 million in 2011 ($615 million in 2010) and comprise mainly marketing, advertising, and sales personnel costs. General and administrative costs amount to $941 million in 2011 ($801 million in 2010) and comprise mainly expenses which are not attributable to sales, production and research and development functions. 4. Research and development costs In 2011, Research and development costs of $396 million ($274 million in 2010) comprise all the research and development costs not recognized as assets in the year, amounting to $294 million ($194 million in 2010), and the amortization of capitalized development costs of $102 million ($80 million in 2010). During 2011, CNH incurred new expenditures for capitalized development costs of $241 million ($265 million in 2010). 5. Other expenses This item consists of miscellaneous operating costs which cannot be allocated to specific functional areas, such as indirect taxes and duties, and accruals for various provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising on trading operations which is not attributable to the sale of goods and services. In 2010 Other expenses consisted primarily of income of approximately $40 million resulting from changes in the North American health care plans. 6. Gains on the disposal of investments The gain of $35 million in 2011 mainly includes mainly $34 million gain resulting from the purchase of additional ownership interest L&T – Case Equipment Private Limited. See Note 36. Acquisition of subsidiaries to the consolidated financial statements. In 2010 this item resulted in a net gain of $6 million which mainly consisted of the gains realized on the sale of the investment in the joint venture LBX Company LLC. 7. Restructuring costs Restructuring credit of $3 million in 2011 is due to a change in estimate of prior year reserves. 46 80051616 M 7389676 / 1 8. Financial expenses In addition to the items included in the specific lines of the income statement, Net financial expenses in 2011 also includes the Interest income from customers and other financial income of financial services companies included in Net revenues for $879 million ($955 million in 2010) and Interest expense and other financial charges from Financial Services included in Cost of sales for $721 million ($869 million in 2010). A reconciliation to the income statement is provided at the foot of the following table. 2011 ($ million) 2010 Financial income: Interest earned and other financial income 85 36 879 955 964 991 85 36 Interest expense and other financial expenses 870 851 Write-downs of financial assets 215 282 Interest income from customers and other financial income of Financial Services Total financial income of which: Financial income, excluding financial services companies (a) Interest and other financial expenses: Interest costs on employee benefits Total interest and other financial expenses Net (income)/expenses from derivative financial instruments and exchange losses Total interest and other financial expenses, net expenses from derivative financial instruments and exchange losses of which: Interest and other financial expenses, effects resulting from derivative financial instruments and exchange differences, excluding financial services companies (b) Net financial expenses excluding financial services companies (a) - (b) 74 76 1,159 1,209 (31) 38 1,128 1,247 407 378 (322) (342) 2011 2010 Interest income and other financial income may be analyzed as follows: ($ million) Interest income from banks 10 4 Other interest income and financial income 75 32 Total Interest income and other financial income 85 36 Interest cost and other financial expenses may be analyzed as follows: 2011 2010 Interest expenses on bonds 282 193 Bank interest expenses 168 207 Interest expenses on trade payables 1 3 Commission expenses - 1 Other interest cost and financial expenses 419 447 Total Interest cost and other financial expenses 870 851 ($ million) 9. Result from investments In 2011 the net gain amounting to $118 million (a net gain of $100 million in 2010), represents CNH’s share of the net profit of the investees accounted for using the equity method. 47 80051616 M 7389676 / 1 10. Income taxes Income taxes consist of the following: 2011 2010 Total current taxes 307 249 Total deferred taxes 182 35 Taxes relating to prior periods (72) (72) Total Income taxes 417 212 ($ million) Overall, the increase in the charge for current taxes in 2011 with respect to 2010 is due mainly to an increase in taxable profits. Taxes relating to prior periods include the costs arising from certain disputes with tax authorities net of the income resulting from the reversal of various provisions. The effective tax rate for 2011 was 29% (effective tax rate of 28% in 2010). The reconciliation between the tax charges recorded in the consolidated financial statements and the tax charge calculated on the basis of the statutory tax rate in effect in The Netherlands, is the following: ($ million) 2011 2010 Income taxes at Staturory rate Tax effect of permanent differences Taxes relating to prior years Difference between foreign tax rates and the statutory tax rate Deferred taxes relating to prior years Deferred tax assets not recognized Other differences Current and deferred income taxes recognized in the financial statements 396 (66) 68 (21) 21 19 417 193 (41) 6 81 (44) 24 (7) 212 Permanent differences in the above reconciliations include the tax effect of non-taxable income of ($52) million in 2011 (($41) million in 2010) and other items of ($14) million in 2011 (zero in 2010). Deferred tax assets had an overall zero effect on the reconciliation in 2011 as the result of the non-recognition of deferred tax assets on temporary differences and tax losses arising during the year of $21 million, which was fully offset by the recognition of previously unrecognized deferred tax assets of $21 million. Other differences included unrecoverable withholding tax for $30 million in 2011 ($25 million in 2010). Net deferred tax assets at 31 December 2011 consist of deferred tax assets, net of deferred tax liabilities, which have been offset where possible by the individual consolidated companies. The net balance of Deferred tax assets and Deferred tax liabilities may be analyzed as follows: ($ million) Deferred tax assets Deferred tax liabilities Total At December 31, 2011 At December 31, 2010 725 (120) 605 877 (69) 808 The decrease in net deferred tax assets by $203 million, as analyzed in the following table, is mainly due to the following: for $184 million recorded in the income statement for the utilization, net of valuation allowances, of deferred tax assets/liabilities recognized on temporary differences and tax losses arising during the year; for $11 million relating to the negative tax effect of items recognized directly in equity; and for $30 million relating to foreign exchange differences ($42 million) and other changes (($12) million). 48 80051616 M 7389676 / 1 Deferred tax assets, net of Deferred tax liabilities may be analyzed by source as follows: ($ million) Deferred tax assets arising from: Provisions Inventories Allowances for doubtful accounts Provision for employee benefits Intangible assets Write-downs of financial assets Measurement of derivative financial instruments Other Total Deferred tax assets At December 31, 2010 Recognized in income statement 486 127 191 481 18 122 (21) (52) (52) - 31 184 1,518 9 (86) (80) Translation differences and other changes Charged to equity - At December 31, 2011 (17) (2) (10) (2) - 591 104 129 427 1 (1) (31) 41 97 1,407 - 4 - (375) (99) (23) (230) (199) (926) - - 18 Deferred tax liabilities arising from: Deferred tax on gains on disposal Inventories Provision for employee benefits Capitalization of development costs Other Total Deferred tax liabilities Theoretical tax benefit arising from tax loss carry forwards Adjustments for assets whose recoverability is not probable Total Deferred tax assets, net of Deferred tax liabilities (338) (95) (5) (196) (201) (835) (41) (4) (3) (36) (37) (121) 11 11 (15) 2 28 19 937 (323) - (15) 599 (812) 340 - (3) (475) 808 (184) - (30) 605 The decision to recognize Deferred tax assets is taken for each company of CNH by assessing whether the conditions exist for the future recoverability of such assets on the basis of updated strategic plans, accompanied by the related tax plans. For this reason, the total theoretical future tax benefits arising from deductible temporary differences ($1,407 million at December 31, 2011 and $1,518 million at December 31, 2010) and tax loss carry forwards ($599 million at December 31, 2011 and $937 million at December 31, 2010) have been reduced by $475 million at December 31, 2011 and by $812 million at December 31, 2010. In particular, deferred tax assets, net of Deferred tax liabilities, include $244 million at December 31, 2011 ($268 million at December 31, 2010) of tax benefits arising from tax loss carry forwards. At December 31, 2011, a further tax benefit of $355 million ($669 million at December 31, 2010) resulting from tax loss carry forwards has not been recognized. Deferred taxes have not been provided on the undistributed earnings of subsidiaries since CNH is able to control the timing of the distribution of these reserves and it is probable that they will not be distributed in the foreseeable future. 49 80051616 M 7389676 / 1 The totals of deductible and taxable temporary differences and accumulated tax losses at December 31, 2011, including losses for which deferred tax assets have not been recognized, analyzed by year of expiry, are as follows: ($ million) Temporary differences and tax losses relating to State taxation (IRES in the case of Italy): Year of expiry Unlimited/ Beyond indetermin 2015 able Total at December 31, 2011 2012 2013 2014 2015 4,093 (2,601) 1,866 2,247 (349) - 366 (563) - 366 (563) - 366 (563) - 748 (563) - 1,866 (2,181) (235) (38) (38) (38) (78) (1,754) 1,177 1,663 (235) (235) (235) 107 112 839 - - - - - 839 839 - - - - - 839 Deductible temporary differences Taxable temporary differences Tax losses Temporary differences and tax losses for which deferred tax assets have not been recognized Temporary differences and tax losses relating to State taxation Temporary differences and tax losses relating to local taxation (IRAP in the case of Italy): Tax losses Temporary differences and tax losses relating to local taxation 11. Other information by nature The income statement includes personnel costs for $2,393 million in 2011 ($1,970 million in 2010). An analysis of the average number of employees by category is as follows: Managers White-collar Blue-collar Average number of employees 2011 2010 485 10,699 19,732 30,916 475 9,667 18,315 28,457 12. Earnings per share CNH reflects potential ordinary shares in its computation of diluted weighted average shares outstanding when applicable and when inclusion is not anti-dilutive. The effect of dilutive securities is calculated using the treasury stock method. The following table presents the numerator and denominator of the basic and diluted earnings per share computations for the years ended December 31, 2011 and 2010: 2011 2010 $1,038 $558 Weighted average ordinary shares outstanding – basic 239.4 237.8 Basic earnings per ordinary share $4.33 $2.35 ($ million, except per share data) Basic: Profit attributable to CNH Global N.V. Diluted: Profit attributable to CNH Global N.V. Weighted average ordinary shares outstanding – basic Effect of diluted securities (when dilutive): Stock compensation plans (A) $1,038 $558 239.4 237.8 1.0 0.8 Weighted average ordinary shares outstanding – diluted 240.4 238.6 Diluted earnings per ordinary share $4.32 $2.34 50 80051616 M 7389676 / 1 13. Intangible assets In 2011, changes in the gross carrying amount of Intangible assets were as follows: Translation differences At and other At December 31, 2010 Additions Divestitures changes December 31, 2011 ($ million) 2,979 Goodwill Trademarks and other intangible assets with indefinite useful lives Development costs internally generated Patents, concessions and licenses externally acquired Other intangible assets externally acquired Total gross carrying amount of Intangible assets - - 3,005 26 292 - - - 292 1,170 241 (4) (28) 1,379 384 - - (2) 382 475 33 - 20 528 5,300 274 (4) 16 5,586 In 2011, changes in accumulated amortization and impairment losses were as follows: Translation differences and other Amortization Divestitures changes At December 31, 2010 ($ million) At December 31, 2011 649 - - - 649 60 - - - 60 Development costs internally generated 523 102 (3) (12) 610 Patents, concessions and licenses externally acquired 236 17 - (3) 250 Other intangible assets externally acquired Total accumulated amortization and impairment of Intangible assets 342 41 - (4) 379 1,810 160 (3) (19) 1,948 Goodwill Trademarks and other intangible assets with indefinite useful lives In 2011, changes in the net carrying amount of Intangible assets were as follows: ($ million) Goodwill Trademarks and other intangible assets with indefinite useful lives Translation At differences December 31, and other 2010 Additions Amortization Divestitures changes 2,330 - - - At December 31, 2011 26 2,356 232 - - - - 232 Development costs internally generated 647 241 (102) (1) (16) 769 Patents, concessions and licenses externally acquired 148 - (17) - 1 132 Other intangible assets externally acquired Total net carrying amount of Intangible assets 133 33 (41) - 24 149 3,490 274 (160) (1) 35 3,638 The Foreign exchange loss of $30 million in 2011 (loss of $3 million in 2010) principally reflects the appreciation of the U.S. Dollar against the Euro. In 2011, the column Translation differences and other changes also includes net goodwill of $35 million arising from the line-by-line consolidation of L&T – Case Equipment Private Limited. Goodwill Goodwill is allocated to CNH’s cash-generating units (“CGUs”). 51 80051616 M 7389676 / 1 The cash generating units to which goodwill has been allocated consist of the following product lines: Amount allocated to goodwill at December 31, 2011 ($ million) Agricultural Equipment 1,635 Construction Equipment 593 Financial Services 128 Total net carrying amount of goodwill 2,356 To determine the recoverable amount of these cash-generating units, CNH utilized two valuation techniques: the income approach and the market approach. The income approach is a valuation technique used to convert future expected cash flows to a present value. CNH used the income approach to measure the value in use of the Equipment Operations reporting units. CNH believes the income approach provides the best measure of value in use for Equipment Operations reporting units as this approach considers factors unique to each of reporting units and related long range plans that may not be comparable to other companies and that are not yet publicly available. The income approach is dependent on several critical management assumptions, including estimates of future sales growth, gross margins, operating costs, income tax rates, terminal value growth rates, capital expenditures, changes in working capital requirements and the weighted average cost of capital (discount rate). Discount rate assumptions are based on an assessment of the risks inherent in the future cash flows of the respective reporting units. The following discount rates before taxes as of December 31, 2011 were selected by CNH: 2011 2010 Agricultural Equipment 18.8% 17.0% Construction Equipment 17.0% 17.4% Expected cash flows used under this method are developed in conjunction with the budgeting and forecasting process of CNH and represent the most likely amounts and timing of future cash flows based on the long range plan of CNH. The long range plan, which is updated annually and is reviewed by the senior management of CNH, includes, among other things, the expected benefits of planned manufacturing and product development actions as well as expectations regarding product pricing, market share and commodity costs, consistent with the assumptions reflected in Fiat Group's Strategic Plan, as prudently revised down or up, if necessary, for expected changes in market conditions. CNH uses eight years of expected cash flows as management believes that this period generally reflects the underlying market cycles for its businesses. A terminal value is included at the end of the projection period used in the discounted cash flow analyses in order to reflect the remaining value that each cash-generating unit is expected to generate. The terminal value represents the present value in the last year of the projection period of all subsequent cash flows into perpetuity. The terminal value growth rate is a key assumption used in determining the terminal value as it represents the annual growth of all subsequent cash flows into perpetuity. The terminal value growth rate selected in 2011 and 2010 for the Agricultural Equipment cash-generating unit was 1% and that selected for the Construction Equipment cash generating unit was 2%. The market approach measures the fair value of the cash-generating units based on prices generated by market transactions involving identical or comparable assets or liabilities. CNH used the market approach to measure the fair value of the Financial Services reporting unit as it derives value based primarily on the assets under management. Under this approach, CNH makes use of market price data of corporations whose stock is actively traded in a public, free and open market, either on an exchange or over-the counter basis. Although it is clear that no two companies are entirely alike, the corporations selected as guideline companies must be engaged in the same or similar line of business or be subject to similar financial and business risks, including the opportunity for growth. The guideline company method of the market approach provides an indication of fair value by relating the equity or invested capital (debt plus equity) of guideline companies to various measures of their earnings and cash flow, then applying such multiples to the business being valued. At 31 December 2011, the recoverable amounts of each of the three cash-generating units and assets with indefinite useful life calculated using the above methods substantially exceeded the respective carrying values. 52 80051616 M 7389676 / 1 Trademarks and intangible assets with indefinite useful life Trademarks and Other intangible assets with indefinite useful life consist of acquired trademarks and similar rights which have no legal, contractual, competitive or economic factors that limit their useful lives. For the purposes of impairment testing, these assets were attributed to the respective cash-generating units without the need for any recognition of impairment. Development costs The amortization of development costs and impairment losses are reported in the income statement as Research and development costs. Development costs recognized as assets are attributed to cash generating units and are tested for impairment together with the related tangible fixed assets, using the discounted cash flow method for determining their recoverable amount. 14. Property, plant and equipment In 2011, changes in the gross carrying amount of Property, plant and equipment were as follows: At December 31, 2010 ($ million) Land Owned industrial buildings Industrial buildings leased under finance leases Total Industrial buildings Owned plant, machinery and equipment Plant, machinery and equipment leased under finance leases Additions Translation differences Divestitures At December 31, 2011 Other changes 109 - - (2) 4 111 1,293 56 (26) (55) 91 1,359 6 1 - - (1) 6 1,299 57 (26) (55) 90 1,365 2,356 94 (60) (98) 198 2,490 13 - - - - 13 2,369 94 (60) (98) 198 2,503 Owned other tangible assets 412 16 (66) (7) 46 401 Advances and tangible assets in progress Total gross carrying amount of Property, plant and equipment 194 246 - (4) (269) 167 4,383 413 (152) (166) 69 4,547 Total Plant, machinery and equipment In 2011, changes in accumulated depreciation were as follows: ($ million) Owned industrial buildings Industrial buildings leased under finance leases Total Industrial buildings Owned plant, machinery and equipment Plant, machinery and equipment leased under finance leases Total Plant, machinery and equipment Owned other tangible assets Total accumulated depreciation and impairment of Property, plant and equipment At December 31, 2010 Depreciation 686 Translation differences Divestitures 57 (23) Other changes At December 31, 2011 (21) (1) 698 4 - - - (3) 1 690 57 (23) (21) (4) 699 1,617 160 (58) (59) 1 1,661 10 1 - - - 11 1,627 161 (58) (59) 1 1,672 297 28 (66) (4) - 255 2,614 246 (147) (84) (3) 2,626 53 80051616 M 7389676 / 1 In 2011, changes in the net carrying amount of Property, plant and equipment were as follows: ($ million) At December 31, 2010 Land Owned industrial buildings Industrial buildings leased under finance leases Additions Depreciation Translation differences Divestitures Other changes At December 31, 2011 109 - - - (2) 4 111 607 56 (57) (3) (34) 92 661 2 1 - - - 2 5 609 57 (57) (3) (34) 94 666 739 94 (160) (2) (39) 197 829 3 - (1) - - - 2 Total Plant, machinery and equipment 742 94 (161) (2) (39) 197 831 Owned other tangible assets 115 16 (28) - (3) 46 146 Advances and tangible assets in progress Total net carrying amount of Property, plant and equipment 194 246 - - (4) (269) 167 1,769 413 (246) (5) (82) 72 1,921 Total Industrial buildings Owned plant, machinery and equipment Plant, machinery and equipment leased under finance leases The column Other changes includes the reclassification of the prior year balances for Advances and tangible assets in progress to the appropriate categories when the assets were effectively acquired and put into operation. 15. Investments ($ million) At December 31, 2011 At December 31, 2010 504 486 Investments accounted for using the equity method Investments at cost Total Investments 5 6 509 492 Investments Changes in Investments in 2011 are set out below: ($ million) At December 31, 2010 Investments in unconsolidated subsidiaries Disposals and other changes Translation differences Revaluations/ At December 31, 2011 6 - (1) - 5 Investments in jointly controlled entities 203 83 (20) (70) 196 Investments in associates 283 35 5 (15) 308 Total Investments 492 118 (16) (85) 509 Disposals and other changes, a reduction of $85 million in 2011, mainly consists of a decrease of $13 million due to the line-by-line consolidation of L&T – Case Equipment Private Limited, and a decrease of $59 million as the result of the distribution of dividends by companies accounted for using the equity method. The item Investments in jointly controlled entities comprises the following: At December 31, 2011 At December 31, 2010 % of interest ($ million) Turk Traktor Ve Ziraat Makineleri A.S. 37.5 112 37.5 105 New Holland HFT Japan Inc. 50.0 54 50.0 44 CNH de Mexico SA de CV 50.0 25 50.0 28 Other Total Investments in jointly controlled entities 54 80051616 M 7389676 / 1 % of interest ($ million) 5 26 196 203 The item Investments in associates comprises the following: At December 31, 2011 At December 31, 2010 % of interest ($ million) % of interest ($ million) Kobelco Construction Machinery Co. Ltd. 20.0 185 20.0 161 CNH Capital Europe S.a.S. 49.9 89 49.9 88 Al-Ghazi Tractors Ltd. 43.2 31 43.2 29 Other Total Investments in associates 3 5 308 283 At December 31, 2011, the stock market quotation of Investments in listed jointly controlled entities and listed associates is as follows: ($ million) Turk Traktor Ve Ziraat Makineleri A.S. Al-Ghazi Tractors Ltd. Total Investments in listed jointly controlled entities and associates Carrying value Stock market quotation 112 358 31 40 143 398 16. Leased assets CNH leases certain assets, mainly their own products, as part of its Financial Services business. This item changed as follows in 2011: ($ million) Gross carrying amount Less: Depreciation and impairment Net carrying amount of Leased assets At December 31, 2010 Additions Disposals and other changes Translation differences Depreciation At December 31, 2011 819 394 - (5) (354) 854 (197) - (115) - 124 (188) 622 394 (115) (5) (230) 666 At December 31, 2011 minimum lease payments from non-cancellable operating leases amount to $196 million ($241 million at December 31, 2010) and fall due as follows: At December 31, 2011 At December 31, 2010 ($ million) Within one year 96 111 Between one and five years 99 128 Beyond five years Total Minimum lease payments 1 2 196 241 17. Inventories At December 31, 2011 At December 31, 2010 ($ million) Raw materials, supplies and finished goods 3,706 2,983 Total Inventories 3,706 2,983 At December 31, 2011, Inventories include assets which are no longer subject to operating lease arrangements and are held for sale for $57 million ($60 million at December 31, 2010). Excluding this item, Inventories increased by $727 million in 2011. At December 31 2011, Inventories include those measured at net realizable value (estimated selling price less cost to sell) amounting to $212 million ($803 million at December 31, 2010). The provision to inventory reserve is $59 million in 2011($36 million in 2010). Amounts recognized as income from the reversal of write-downs on items sold during the year were not significant. There were no inventories pledged as security at December 31, 2011 and 2010. 55 80051616 M 7389676 / 1 18. Current receivables and Other current assets The composition of the caption is as follows: At December 31, 2011 ($ million) Trade receivables At December 31, 2010 445 471 13,784 13,381 878 747 Other current receivables 640 586 Accrued income and prepaid expenses 125 144 765 730 15,872 15,329 Receivables from financing activities Current tax receivables Other current assets: Total Other current assets Total Current receivables and Other current assets The analysis by due date is as follows: At December 31, 2011 ($ million) Trade receivables Receivables from financing activities Current tax receivables Other current receivables Total Current receivables At December 31, 2010 due due due between beyond within one and five five Total one year years years Total due due between within one and five due beyond one year years five years 296 - 149 445 337 7 7,588 5,646 550 13,784 7,068 5,118 871 7 - 878 739 6 560 46 34 640 454 110 9,315 5,699 733 15,747 8,598 5,241 127 471 1,195 13,381 2 747 22 586 1,346 15,185 At December 31, 2011, Current receivables include receivables sold and financed through both securitization and factoring transactions of $10,902 million ($10,133 million at December 31, 2010) which do not meet IAS 39 derecognition requirements. These receivables are recognized as such in the Company’s consolidated financial statements even though they have been legally sold; a corresponding financial liability is recorded in the consolidated statements of financial position as Asset-backed financing (see Note 27. Debt to the consolidated financial statements). Trade receivables Trade receivables are shown net of allowances for doubtful accounts of $63 million at December 31, 2011 ($62 million at December 31, 2010), determined on the basis of historical losses on receivables. Changes in the allowance accounts during 2011 are as follows: ($ million) At December 31, 2010 Provision 62 Allowances for doubtful accounts 36 Use and other changes (35) At December 31, 2011 63 The carrying amount of Trade receivables approximates their fair value at the date. Receivables from financing activities Receivables from financing activities include the following: At December 31, 2011 ($ million) Retail financing Finance leases Dealer financing Other Total Receivables from financing activities 8,487 311 4,959 27 13,784 At December 31, 2010 8,272 494 4,598 17 13,381 Total Receivables from financing activities increased by $403 million over the period, mainly due to increase in Dealer and Retail financing in North America. 56 80051616 M 7389676 / 1 Receivables from financing activities are shown net of an allowance for doubtful accounts determined on the basis of specific insolvency risks. At December 31, 2011 the allowance amounts to $344 million ($533 million at December 31, 2010). Changes in the allowance accounts during the years considered are as follows: At December 31, 2010 ($ million) Use and other changes Provision At December 31, 2011 Allowance for receivables: Retail financing 408 198 (359) 247 Finance leases 14 9 (5) 18 Dealer financing 111 9 (41) 79 Total allowance on Receivables from financing activities 533 216 (405) 344 Finance lease receivables relate to equipment leased under finance lease arrangements. The interest rate implicit in the lease is determined at the commencement of the lease for the whole lease term. The average interest rate implicit in total finance lease receivables varies depending on prevailing market interest rates. The item may be analyzed as follows stated gross of an allowance of $18 million at December 31, 2011 ($14 million at December 31, 2010): At December 31, 2011 ($ million) Receivables for future minimum lease payments Less: unrealized interest income Present value of future minimum lease payments due due due between beyond within one and five five one year years years due within one Total year At December 31, 2010 due between one and due five beyond years five years Total 178 184 4 366 260 284 5 549 14 23 - 37 17 25 - 42 164 161 4 329 243 259 5 507 No contingent rents were recognized as finance lease during 2011 or 2010 and unguaranteed residual values at December 31, 2011 and 2010 are not significant. Receivables for dealer financing are typically generated by sales and are generally managed under dealer network financing programs as a component of the portfolio of Financial Services. These receivables are interest bearing, with the exception of an initial limited, non-interest bearing period. The contractual terms governing the relationships with the dealer networks vary from sector to sector and from country to country, although payment terms range from two to six months. The fair value of receivables from financing activities at December 31, 2011 amounts to $14,241 million ($13,620 million at December 31, 2010) and has been calculated using a discounted cash flow method based on the following discount rates, adjusted, where necessary, to take account of the specific risk of insolvency of the underlying financial instrument. (In %) EUR USD GBP CAD AUD BRL PLN Interest rate for six months 1.62 0.81 1.38 1.45 4.43 10.16 5.00 Interest rate for one year 1.95 1.13 1.87 1.65 3.88 10.04 4.88 Interest rate for five years 1.73 1.23 1.57 1.46 4.31 10.74 4.81 Other current assets At December 31, 2011, Other current assets mainly consist of Other tax receivables for VAT and other indirect taxes of $495 million ($427 million at December 31, 2010), Receivables from employees of $7 million ($8 million at December 31, 2010) and Accrued income and prepaid expenses of $125 million ($144 million at December 31, 2010). At December 31,2011, the carrying amount of Other current assets approximates their fair value. 57 80051616 M 7389676 / 1 19. Current securities Current securities consist of short-term or marketable securities which represent temporary investments, but which do not satisfy all the requirements for being classified as cash equivalents. In particular: At December 31, 2011 ($ million) At December 31, 2010 Current securities available-for-sale 88 32 Total Current securities 88 32 This item includes investments of $80 million held in Brazilian sovereign bonds purchased by CNH. These securities, known as LTFs (Letra Financeira do Tesouro), have maturities between 2013 and 2015, bear interest at a variable rate and may be readily traded as they are listed on liquid markets. 20. Other financial assets and Other financial liabilities These items consist of derivative financial instruments measured at fair value at statement of financial position date. Specifically: At December 31, 2011 Positive fair Negative fair value value ($ million) At December 31, 2010 Positive fair Negative fair value value Fair value hedges: Interest rate risk - Interest rate swaps Total Fair value hedges 73 - 14 (16) 73 - 14 (16) 23 (85) 42 (62) - (19) 13 (17) 23 (104) 55 (79) 16 (16) 30 (49) 112 (120) 99 (144) Cash flow hedges: Currency risks - Forward contracts and Currency swaps Interest rate risk - Interest rate swaps Total Cash flow hedges Undesignated hedges Other financial assets/(liabilities) The fair value of derivative financial instruments is determined by taking into consideration market parameters at the balance sheet date and using valuation techniques widely accepted in the financial business environment. In particular: the fair value of forward contracts and currency swaps is determined by taking the prevailing exchange rate and interest rates in the two currencies at the balance sheet date; the fair value of interest rate swaps and forward rate agreements is determined by using the discounted cash flow method; The overall increase in Other financial assets from $99 million at December 31, 2010 to $112 million at December 31, 2011, and decrease in Other financial liabilities from $144 million at December 31, 2010 to $120 million at December 31, 2011 is mostly due to changes in exchange rates and interest rates during the year. As this item consists of hedging instruments, the change in their value is compensated by the change in the value of the hedged item. Undesignated hedge derivatives consist principally of derivatives (mostly currency based derivatives) acquired to hedge receivables and payables subject to currency risk and/or interest rate risk which are not formally designated as hedges at CNH. At December 31, 2011, the notional amount of outstanding derivative financial instruments is as follows: At December 31, 2011 ($ million) At December 31, 2010 Currency risk management 4,100 4,200 Interest rate risk management 3,800 4,000 Total notional amount 7,900 8,200 58 80051616 M 7389676 / 1 The following table provides an analysis by due date of outstanding derivatives financial instruments at December 31, 2011 based on their notional amounts: ($ million) At December 31, 2011 due within one due between one due beyond five year and five years years Currency risk management Interest rate risk management Total notional amount Total 4,000 100 - 4,100 800 2,000 1,100 3,800 4,800 2,100 1,100 7,900 Cash flow hedges The effects arising on the income statement mainly refer to the management of the currency risk and, to a lesser extent, to the hedges relating to the debt of Financial Services. CNH's policy for managing currency risk normally requires that a portion of future cash flows from trading activities which will occur for accounting purposes within the following twelve months, and from orders acquired (or contracts in progress), whatever their due dates, be hedged. As a result, it is reasonable to estimate that the hedging effect arising from the cash flow hedges reserve will be recognized in income, mainly during the following year. Where a derivative financial instrument is designated as a hedge of the exposure to variability in cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect the income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in Other comprehensive income. The cumulative gain or loss is transferred from other comprehensive income and recognized in the income statement at the same time as the economic effect arising from the hedged item affects income. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the Income statement immediately. When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in Other comprehensive income and is recognized at the same time as the related transaction occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in other comprehensive income is recognized in the Income statement immediately. In 2011 CNH transferred to income losses of $5 million ($85 million in 2010), net of tax effect, previously recognized directly in Other comprehensive income presented in the following line items: ($ million) 2011 2010 Currency risk: Decrease in Net revenues Decrease/(Increase) in Cost of sales Financial expenses (26) 50 (6) (15) (20) (29) Interest rate risk: Financial expenses (26) (48) 3 (5) 27 (85) Income tax benefit Total recognized in the income statement The ineffectiveness of cash flow hedges was not material in 2011 or 2010. Fair value hedges The gains and losses arising from the valuation of interest rate and currency derivatives (mostly for managing currency risk) and interest rate derivatives (for managing the interest rate risk) recognized in accordance with fair value hedge accounting and the gains and losses arising from the respective hedged items are set out in the following table: 2011 ($ million) 2010 Interest rate risk: Net gains/(losses) on qualifying hedges Fair value changes in hedged items Net gains 76 (3) (75) 3 1 - The ineffective portion of transactions treated as fair value hedges in 2011 was not significant in 2011 and 2010. 59 80051616 M 7389676 / 1 21. Cash and cash equivalents Cash and cash equivalents include: ($ million) At December 31, 2011 At December 31, 2010 2,048 3,586 Cash at banks Restricted cash Total Cash and cash equivalents 941 914 2,989 4,500 Amounts shown are readily convertible into cash and are subject to an insignificant risk of changes in value. The carrying amount of cash and cash equivalents is considered to approximate their fair value at the balance sheet date. Restricted cash mainly consists of amounts whose use is restricted to the repayment of the debt relating to securitizations classified as Asset-backed financing. The credit risk associated with Cash and cash equivalents is considered not significant, because it mainly relates to deposits spread across primary national and international financial institutions. 22. Deposits in Fiat Industrial/Fiat subsidiaries' cash management pools CNH participates in a group-wide cash management system with Fiat Industrial. Under this system, operated by Fiat Industrial treasury subsidiaries in a number of jurisdictions, the cash balances of Fiat Industrial and its subsidiaries, including CNH, are aggregated at the end of each business day in central pooling accounts (the Fiat Industrial treasury subsidiaries’ cash management pools). CNH’s positive cash deposits, if any, at the end of each business day may be invested by Fiat Industrial treasury subsidiaries in highly rated, highly liquid money market instruments or bank deposits or applied by Fiat Industrial treasury subsidiaries to meet financial needs of other Fiat Industrial subsidiaries and vice versa. Deposits with Fiat Industrial treasury subsidiaries earn interest at LIBOR plus 0.15%. Interest earned on CNH’s deposits with Fiat Industrial treasury subsidiaries included in finance and interest income was approximately $31 million in 2011. The equivalent amount was approximately $44 million in the year ended December 31, 2010 under the group-wide cash management system with Fiat. Further to the demerger, CNH entered into new cash management arrangements with Fiat Industrial treasury subsidiaries effective on January 1, 2011. The cash deposits in Fiat treasury subsidiaries’ cash management pools as of December 31, 2010 were transferred to Fiat Industrial treasury subsidiaries’ cash management pools on January 1, 2011. Accordingly, no cash residual balances were outstanding with Fiat treasury subsidiaries’ cash management system pools as of close of business January 1, 2011. The terms and conditions applicable to Fiat Industrial’s cash management pools at the time of the demerger were substantially the same as the terms and conditions governing Fiat cash management pools as of the same date. 23. Assets held for sale At December 31, 2011 and 2010, Assets held for sale include certain buildings and land. The items included in Assets held for sale may be summarized as follows: At December 31, 2011 At December 31, 2010 ($ million) Property, plant and equipment 11 11 Total Assets 11 11 24. Equity Consolidated equity at December 31, 2011 increased by $693 million from December 31, 2010. The increase in equity is due to the profit for the year of $1,038 million, partially offset by the decrease in the translation reserve of $399 million arising from changes in the exchange rates used to translate the financial statements of subsidiaries denominated in currencies other than U.S. dollars. 60 80051616 M 7389676 / 1 Share capital During the years ended December 31, 2011 and 2010, changes in CNH ordinary shares issued were as follows: Ordinary Shares (in thousands) Issued as of beginning of year 2011 2010 238,588 237,553 Issuances of CNH Ordinary Shares: Shares issued to Directors Share-based compensation Issued as of end of year 32 6 1,251 1,029 239,871 238,588 Policies and processes for managing capital The Company’s Articles of Association provide that the authorized share capital of the Company amounts to one billion three hundred fifty million Euros (€1,350,000,000), divided into four hundred million (400,000,000) ordinary shares and two hundred million (200,000,000) Series A preference shares of nominal value two Euro and twenty-five Euro cent (€2.25) each. Where shares of a particular class are subscribed at a higher amount than the nominal value, the difference between such amounts shall be carried to the share premium reserve of that class. The general meeting of the Company’s shareholders or, alternatively, the Board of Directors (if it has been designated to do so by the general meeting of shareholders) has the authority to resolve on any further issue of shares. As of December 31, 2011 there were 239,716,408 ordinary shares outstanding and no Series A preference shares outstanding. Additional paid-in capital at December 31, 2011 was $6,351 million. The Company’s total equity as of December 31, 2011 (including ordinary and preferred shares, paid-in capital, treasury stock, retained earnings, accumulated other comprehensive loss, and non-controlling interests) was $8,588 million and $7,895 million as of December 31, 2010. The general meeting of shareholders shall have the power to pass a resolution to reduce the Company’s issued share capital by the cancellation of shares or by reducing the amount of shares by means of an amendment to the Company’s Articles of Association. For a resolution to reduce the capital a majority of at least two-thirds of the votes cast shall be required, if less than one half of the issued capital is represented at the meeting of shareholders. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. In light of the difficult economic conditions and significant market uncertainty and in order to strengthen the Company’s balance sheet with a view toward achieving investment grade rating, in 2009, 2010 and 2011 the Board of Directors recommended, and the shareholders approved, that no dividend be paid to shareholders. The Company’s objectives when managing capital are to create value for shareholders as a whole, safeguard business continuity and support the growth of the Company’s subsidiaries and to maintain an optimal capital structure to reduce the overall cost of capital. As a result, the Company seeks to maintain an adequate level of capital that at the same time enables it to obtain satisfactory economic return for its shareholders and facilitate its subsidiaries access to external sources of funds, including by means of achieving an adequate credit rating. The Company’s capital is managed by the Treasurer who reports to our Chief Financial Officer and also works closely with the Treasurer of Fiat Industrial. CNH participates in a group-wide cash management system with other companies within the Fiat Industrial Group. CNH’s positive cash deposits with Fiat Industrial, if any, are either invested by Fiat Industrial treasury subsidiaries in highly rated, highly liquid money market instruments or bank deposits, or may be applied by Fiat Industrial treasury subsidiaries to meet the financial needs of other Fiat Industrial Group members and vice versa. At December 31, 2011, the Company’s cash and cash equivalents include approximately $4.1 billion of cash deposited in the Fiat Industrial treasury subsidiaries’ cash management pools, compared with $1.8 billion of cash deposited in the Fiat Treasury subsidiaries’ cash management pools at the end of 2010. The total amount deposited in the Fiat Industrial treasury subsidiaries’ cash management pools as of December 31, 2011, included $1.8 billion deposited by our subsidiaries in the United States and in Canada and $2.3 billion deposited by certain of our European subsidiaries. For further information regarding our liquidity and capital resources, see “Item 5.B. Liquidity and Capital Resources” in the Company’s annual report prepared in accordance with U.S. GAAP on Form 20-F for the year ended December 31, 2011. 61 80051616 M 7389676 / 1 Other comprehensive income Other comprehensive income may be analyzed as follows: 2011 2010 (65) (96) 8 112 (57) 16 Gains on the remeasurement of available-for-sale financial assets arising during the year - 1 Gains on the remeasurement of available-for-sale financial assets - 1 Exchange losses/(gains) on translating foreign operations arising during the year (400) 144 Exchange losses/(gains) on translating foreign operations (400) 144 (2) - ($ million) Losses on cash flow hedging instruments arising during the year Gains on cash flow hedging instruments reclassified to profit or loss Losses/(Gains) on cash flow hedging instruments Other change Tax effect of the other components of Other comprehensive income/(loss) Total Other comprehensive income/(loss), net of tax 11 (7) (448) 154 The tax effect relating to Other comprehensive income/ (loss) may be analyzed as follows: 2011 ($ million) Gains/(losses) on cash flow hedging instruments Gains on the remeasurement of available-forsale financial assets Exchange gains/(losses) on translating foreign operations Pre- tax amount Net balance Tax expense Net balance (57) 11 (46) 16 (7) 9 - - - 1 - 1 (400) - (400) 144 - 144 (2) - (2) - - - (459) 11 (448) 161 (7) 154 Other changes Total Other comprehensive income/(loss) Tax benefit 2010 Pre-tax amount Non-controlling interest The non-controlling interest amounts to $71 million at December 31, 2011 ($84 million at December 31, 2010). Share-based compensation Stock Option plans linked to CNH Global N.V. ordinary shares CNH Global N.V. (“CNH”) has granted share-based compensation to director’s officers and employees which are linked to shares and which have the following terms. The CNH Global N.V. Directors’ Compensation Plan (“CNH Directors’ Plan”) This plan provides for the payment of the following to eligible members of the CNH Global N.V. Board in the form of cash, and/or ordinary shares of CNH, and/or options to purchase ordinary shares of CNH, provided that such members do not receive salary or other employment compensation from Fiat Industrial S.p.A., CNH Global N.V., Fiat S.p.A., and their subsidiaries and affiliates: an annual retainer fee of 100,000 USD; an Audit Committee membership fee of 20,000 USD; a Corporate Governance and Compensation Committee membership fee of 15,000 USD; an Audit Committee chair fee of 35,000 USD; and a Corporate Governance and Compensation Committee chair fee of 25,000 USD (collectively, the “Fees”). Each quarter of the CNH Director’s Plan year, the eligible directors elect the form of payment of their Fees. If the elected form is ordinary shares, the eligible director will receive as many ordinary shares as equal to the amount of 62 80051616 M 7389676 / 1 Fees the director elects to forego, divided by the fair market value of a CNH Global N.V. ordinary share. Ordinary shares issued vest immediately upon grant, but cannot be sold for a period of six months. If the elected form is options, the eligible director will receive as many options as the amount of Fees that the director elects to forego, multiplied by four and divided by the fair market value of a ordinary share, such fair market value being equal to the average of the highest and lowest sale price of a CNH Global N.V. ordinary share on the last trading day of the New York Stock Exchange preceding the start of each quarter. Stock options granted as a result of such an election vest immediately, but shares purchased under options cannot be sold for six months following the date of exercise. Stock options terminate upon the earlier of: (1) ten years after the grant date; or (2) six months after the date an individual ceases to be a director. At December 31, 2011 and 2010, there were 690,993 and 693,914 ordinary shares, respectively reserved for issuance under the CNH Directors’ Plan. Directors eligible to receive compensation under the CNH Directors’ Plan do not receive benefits upon termination of their service as directors. A summary of outstanding stock options under the CNH Directors’ Plan at December 31, 2011 and 2010 is as follows: At December 31, 2011 At December 31, 2010 Weighted Average remaining Options contractual life outstanding (in years) Options outstanding Weighted Average remaining contractual life (in years) 17.28 - 26.00 11,656 4.2 29,076 6.7 26.01 - 40.00 35,913 5.4 44,188 6.4 40.01 - 56.00 11,162 6.1 11,162 7.1 6,414 5.9 6,414 6.9 Exercise price (in USD) 56.01 – 66.41 Total 65,145 90,840 Changes during the year under the CNH Directors’ Plan are as follows: Number of options Weighted Average Exercise Price (in USD) 2011 Number of options 2010 Weighted Average Exercise Price (in USD) 90,840 31.24 117,419 27.54 3,101 37.09 12,904 26.73 (28,796) 24.28 (36,610) 15.61 - - (2,873) 59.17 Outstanding at the end of the year 65,145 34.59 90,840 31.24 Exercisable at the end of the year 65,145 34.59 90,840 31.24 Outstanding at the beginning of the year Granted Exercised Expired The CNH Equity Incentive Plan (the “CNH EIP”) The plan provides for grants of various types of awards on specific performance targets linked to the IFRS results of CNH, to officers and employees of CNH and its subsidiaries. As of December 31, 2011, CNH has reserved 25,900,000 shares for the CNH EIP (15,900,000 shares at December 31, 2010). The plan envisages stock options and share incentives as described below. Stock option plan Beginning in 2006, CNH began to issue performance-based stock options under the CNH EIP. In April 2011, CNH granted approximately 1 million performance-based stock options (at target award levels) under the CNH EIP. As CNH’s 2011 results exceeded the target performance levels, approximately 1.8 million of these options were granted. One-third of the options vested in February 2012 following the approval of 2011 results by the CNH Board of Directors. The remaining options will vest equally on the first and second anniversary of the initial vesting date. Options granted under the CNH EIP have a contractual life of five years from the initial vesting date. Options granted prior to 2006 have a contract life of ten years. However, the number of shares outstanding for these grants was immaterial as of December 31, 2011 and these shares are expected to expire in early 2012. 63 80051616 M 7389676 / 1 The following table summarizes outstanding stock options under the CNH EIP: At December 31, 2011 At December 31, 2010 Weighted Average Number of options Exercise Price Outstanding (in USD) Number of options Outstanding Weighted Average remaining Contractual life (in years) Weighted Average Exercise Price (in USD) 13.58 - 19.99 965,672 3.0 13.65 1,536,464 13.66 20.00 - 29.99 27,896 0.2 21.20 53,333 21.20 30.00 - 39.99 2,913,085 3.7 32.65 3,734,654 33.00 40.00 - 57.30 2,218,760 4.8 47.60 464,520 49.33 Total 6,125,413 Exercise Price (in USD) 5,788,971 Changes during the period in all CNH stock option plans are as follows: 2011 2010 Weighted Average Number of Exercise Price shares (in USD Number of shares Weighted Average Exercise Price (in USD) Outstanding at the beginning of the year 5,788,971 29.07 4,332,835 26.67 Granted 1,813,557 47.20 2,888,625 31.69 Forfeited (269,379) 28.77 (324,494) 31.91 (1,181,765) 24.44 (992,535) 20.69 (25,971) 39.54 (115,460) 68.85 Outstanding at the end of the year 6,125,413 35.02 5,788,971 29.07 Exercisable at the end of the year 1,895,828 33.49 1,431,524 36.40 Exercised Expired Performance Share Grants Under the CNH EIP, performance-based shares may also be granted to selected key employees and executive officers. CNH establishes the period and conditions of performance for each award. Performance-based shares vest upon the attainment of specified performance objectives. In September 2010, CNH granted approximately 2 million performance-based share awards under the CNH EIP. These performance shares will vest in three equal installments if specified performance targets are achieved on a cumulative basis during the three-, four- and five-year periods ending 31 December 2012, 2013 and 2014. The fair value of this award is USD 34.74 per share. In 2011, CNH granted 154,000 additional shares which are subject to the same vesting condition and periods as the 2010 award. The weighted average fair value of the award is USD 39.10 per share. CNH granted performance-based share awards under the Top Performance Plan ("TPP") in 2006 through 2009. Vesting of the TPP performance shares was dependent on achievement of specified targets by 2010. Achievement of the performance targets was not achieved in 2010 and these awards were forfeited. CNH did not recognize any share-based compensation expense related to TPP awards in 2010. The following table reflects performance-based share activity under the CNH EIP: 2011 Non-vested at the beginning of the year Granted Forfeited Vested Non-vested at the end of the year Number of shares Weighted average grant date fair value (in USD) Number of shares 2010 Weighted average grant date fair value (in USD) 2,017,000 34.74 1,349,000 31.22 154,000 39.10 2,027,000 34.74 (151,000) 34.74 (1,359,000) 31.25 - - - - 2,020,000 35.07 2,017,000 34.74 64 80051616 M 7389676 / 1 Restricted Share Grants In 2011, CNH granted 272,750 restricted share awards to selected key employees under the CNH EIP, of which 269,000 shares were granted in September 2011. The restricted share awards in September 2011 will vest in three equal installments over a three-year period ended September 30, 2014 and have a fair value of $26.65 per share. The following table reflects restricted share activity under the CNH EIP: Number of shares 2011 Weighted average grant date fair value (in USD) Number of shares 2010 Weighted average grant date fair value (in USD) 316,000 34.62 - - Granted 272,750 26.91 326,000 34.56 Forfeited (17,122) 34.74 (2,000) 34.74 (101,359) 34.58 (8,000) 32.35 470,269 30.15 316,000 34.62 Non-vested at the beginning of the year Vested Non-vested at the end of the year As of December 31, 2011, there were 13,112,372 CNH Global N.V. ordinary shares (4,992,271 CNH Global N.V. ordinary shares at December 31, 2010) available for issuance under the CNH EIP. The Black-Scholes pricing model was used to calculate the fair value of stock options by the CNH. The weightedaverage assumptions used under the Black-Scholes pricing model were as follows: Directors’ plan 2011 Equity incentive plan Directors’ plan 2010 Equity incentive plan Option life (years) 5.00 3.81 5.00 3.73 Price volatility of CNH Global N.V. shares (%) 70.4 75.1 66.9 74.1 Expected dividend yield (%) 0.4 0.3 0.6 0.5 Risk-free interest rate (%) 1.0 1.4 2.0 1.9 Based on this model, the weighted-average fair values of stock options awarded by CNH for the years ended December 31, 2011 and 2010 were as follows: 2011 2010 Directors’ Plan 20.96 14.60 Equity incentive plan 26.24 16.10 (in USD) The total cost recognized in the 2011 income statement for all share-based compensation linked to CNH Global N.V. ordinary shares amounts to $63 million ($34 million in 2010). 25. Provisions for employee benefits CNH companies provide post-employment benefits for their active employees and for retirees, either directly or by contributing to independently administered funds. The way these benefits are provided varies according to the legal, fiscal and economic conditions of each country in which CNH operates, the benefits generally being based on the employees’ remuneration and years of service. CNH companies provide post-employment benefits under defined benefit and defined contribution plans. Defined benefit plans may be unfunded, or they may be wholly or partly funded by contributions by an entity, and sometimes by its employees, into an entity, or fund, that is legally separate from the employer and from which the employee benefits are paid. Benefits are generally payable under these plans after the completion of employment. The plans are classified by CNH on the basis of the type of benefit provided as follows: Health care plans, Pension plans and Other. In the case of defined contribution plans, CNH pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, CNH has no further payment obligations. The entity recognize the contribution cost when the employee has rendered his service and includes this cost by function in Cost of sales, Selling, general and administrative costs and Research and development costs. In 2011, these expenses totaled $39 million ($33 million in 2010). 65 80051616 M 7389676 / 1 Health care plans The item Health care plans comprise obligations for health care and insurance plans granted to employees of CNH working in the United States and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have had at least 10 years of service. CNH United States salaried and non-represented hourly employees and Canadian employees hired after January 1, 2001 and January 1, 2002, respectively, are not eligible for postretirement health care and life insurance benefits under the CNH plans. Until December 31, 2006 these plans were fully unfunded; starting in 2007, CNH began making contributions on a voluntary basis to a separate and independently managed fund established to finance the North American health care plans. Pension plans The item Pension plans consists principally of the obligations of the CNH companies operating in the United States and in the United Kingdom. Under these plans, a contribution is generally made to a separate fund (trust) which independently administers the plan assets. CNH’s funding policy is to contribute amounts to the plan equal to the amounts required to satisfy the minimum funding requirements prescribed by the laws and regulations of each individual country. Prudently CNH makes discretionary contributions in addition to the funding requirements. If these funds are overfunded, that is if they present a surplus compared to the requirements of law, CNH companies concerned could not be required to contribute to the plan in respect of a minimum performance requirement as long as the fund is in surplus. The investment strategy for these assets depends on the features of the plan and on the maturity of the obligations. Typically long-term plan benefit obligations are funded by investing mainly in equity securities, as they are expected to achieve long-term growth while exceeding inflation; short and medium-term plan benefit obligations are funded by investing in fixed income securities, which are less volatile. Other The item Other includes loyalty bonuses, which are due to employees who reach a specified seniority and are generally settled when an employee leaves the company. This line item also consists of the residual obligation for employees leaving entitlements. These schemes are unfunded. Provisions for employee benefits at December 31, 2011 and 2010 are as follows: At December 31, 2011 At December 31, 2010 1,140 1,148 Pension Plans 419 439 Other 156 167 Total Post-employment benefits 1,715 1,754 Other provisions for employees 207 199 10 10 1,932 1,963 Defined benefit plan assets 278 222 Total Defined benefits plan assets 278 222 ($ million) Post-employment benefits: Health care plans Other long-term employee benefits Total Provision for employee benefits The item Other provisions for employees consists of primarily cash bonus accruals. In 2011changes in Other provisions for employees and in Other long-term employee benefits are as follows: ($ million) Other provisions for employees Other long-term employee benefits Total At December 31, 2010 Provision Utilization Change in the scope of consolidation and other changes 199 - - 8 9 2 (1) - 10 208 2 (1) 8 217 66 80051616 M 7389676 / 1 At December 31, 2011 207 Post-employment benefits and Other long-term employee benefits are calculated on the basis of the following main assumptions: At December 31, 2011 At December 31, 2010 (in %) Italy USA UK Germany Italy USA Discount rate 4.46 4.60 5.00 4.70 4.20 5.20 5.20 UK Germany 4.20 Future salary increase 2.71 n/a 3.50 3.00 3.00 n/a 3.50 3.00 Inflation rate 2.00 n/a 3.25 n/a 2.00 n/a 3.50 n/a Weighted average, initial healthcare cost trend rate n/a 7.50 n/a n/a n/a 8.00 n/a n/a Weighted average, ultimate healthcare cost trend rate n/a 5.00 n/a n/a n/a 5.00 n/a n/a Expected return on plan assets n/a 7.75 6.75 4.25 n/a 8.00 7.00 4.25 Assumed discount rates are used in measurements of pension and postretirement benefit obligations and interest cost components of net periodic cost. CNH selects its assumed discount rates based on the consideration of equivalent yields on high-quality fixed income investments at the measurement date. The assumed health care trend rate represents the rate at which health care costs are assumed to increase. Rates are determined based on specific experience, consultation with actuaries and outside consultants, and various trend factors including general and health care sector-specific inflation projections from the United States Department of Health and Human Services Health Care Financing Administration for CNH’s U.S. assumptions. The initial trend is a short-term assumption based on recent experience and prevailing market conditions. The ultimate trend is a longterm assumption of health care cost inflation based on general inflation, incremental medical inflation, technology, new medicine, government cost-shifting, utilization changes, aging population, and a changing mix of medical services. The expected long-term rate of return on plan assets reflects management’s expectations on long-term average rates of return on funds invested to provide for benefits included in the projected benefit obligations. The expected return is based on the outlook for inflation, fixed income returns and equity returns, while also considering asset allocation and investment strategy, premiums for active management to the extent asset classes are actively managed and plan expenses. Return patterns and correlations, consensus return forecasts and other relevant financial factors are analyzed to check for reasonability and appropriateness. The amounts recognized in the statement of financial position for post-employment benefits at December 31, 2011 and 2010 are as follows: ($ million) Present value of obligations Fair Value of plan assets Unrecognized actuarial gains/(losses) Unrecognized past service cost Net liability Health care plans Pension Plans At December 31 At December 31 Other At December 31 2011 2010 2011 2010 2011 2010 1,161 1,146 2,683 2,699 157 173 (80) (74) (2,135) (2,048) - - 54 66 (407) (434) 1 (3) 5 10 - - (2) (3) 1,140 1,148 141 217 156 167 1,140 1,148 419 439 156 167 - - 278 222 - - 1,140 1.148 141 217 156 167 Amounts at year end: Liabilities Assets Net liability 67 80051616 M 7389676 / 1 The amounts recognized in the income statement for Post-employment benefits are as follows: Health care plans Pension Plans Other 2011 2010 2011 2010 2011 2010 8 9 20 18 6 5 Interest costs 57 59 135 137 7 7 Expected return on plan assets (5) (5) (146) (138) - - - (3) 30 35 1 (1) Past service costs (5) (55) - 4 - - Total Costs 55 5 39 56 14 11 Actual return on plan assets 16 8 149 186 N/A N/A ($ million) Current service cost Net actuarial losses/(gains) recognized Changes in the present value of Post-employment obligations are as follows: Health care plans ($ million) Present value of obligation at the beginning of the year Current service cost Interest costs Contribution by plan participants Actuarial losses/(gains) generated Exchange rate differences Benefits paid Past service cost Other changes Present value of obligation at the end of the year Pension Plans Other 2011 2010 2011 2010 2011 2010 1,146 1,141 2,699 2,622 173 179 8 9 20 18 5 5 57 59 135 137 6 7 6 5 2 2 - - 23 58 4 144 (7) 7 (2) 2 (14) (58) (5) (12) (77) (78) (174) (169) (15) (22) - (50) - 3 - 2 - - 11 - - 7 1,161 1,146 2,683 2,699 157 173 The past service cost in the obligation and in the composition of defined benefit plan expenses in 2010 were mainly related to a change CNH made in 2010 in U.S. to the coverage for participants eligible for Medicare from a Medicare Advantage Plan to a Customized Supplement Plan. Changes in the fair value of plan assets are as follows: Health-care Plans ($ million) Fair value of plan assets at the beginning of the year Expected return on plan assets Pension plans 2011 2010 2011 2010 74 66 2,048 1,953 138 5 5 146 Actuarial gains generated 10 3 3 48 Exchange rate differences - - (8) (31) 62 73 110 107 Contribution by employer Contribution by plan participants Benefits paid Other changes Fair value of plan assets at the end of the year 6 5 2 2 (77) (78) (174) (169) - - 8 - 80 74 2,135 2,048 As discussed earlier, CNH began making contributions on a voluntary basis in 2007 to a separate and independently managed fund established to finance the North American health care plans. Plan assets for Pension and Health-care plans mainly consist of listed equity instruments, fixed income securities, cash in hand and other types of investments. Plan assets do not include treasury shares of CNH Global N.V. or properties occupied by CNH companies. 68 80051616 M 7389676 / 1 Plan assets may be summarized as follows: At December 31, 2011 At December 31, 2010 33% 54% 13% 36% 51% 13% Third party equity instruments Third party debt instruments Other assets Assumed health care cost trend rates have a significant effect on the amount recognized in the 2011 income statement. A one percentage point change in assumed health care cost trend rates would have the following effects: ($ million) One percentage point increase One percentage point decrease 8 145 (6) (110) Effect on the aggregate of the service costs and interest cost Effect on defined benefit obligation The present value of the defined benefit obligations, the fair value of plan assets and the surplus or deficit of the plans for 2011 and 2010 as follows: At December 31, 2011 At December 31, 2010 Health care plans 1,161 1,146 Pension plans 2,683 2,699 157 173 ($ million) Present value of obligation: Others Fair value of plan assets: Health care plans 80 74 2,135 2,048 (1,081) (1,072) Pension plans (548) (651) Others (157) (173) Pension plans Deficit of the plan: Health care plans The best estimate of expected contribution to pension and health care plan for 2012 is as follows: 2012 ($ million) Pension plans Health care plans Total expected contribution 110 85 195 26. Other provisions Changes in Other provisions are as follows: ($ million) Warranty and technical assistance provision At December 31, 2010 Charge Utilization Other changes At December 31, 2011 404 350 446 (382) (10) 32 (3) (10) - 19 Other risks 1,245 3,448 (3,208) (41) 1,444 Total Other provisions 1,627 3,891 (3,600) (51) 1,867 Restructuring provision In 2011, the effect of exchange rate differences amounts to $(52) million ($4 million in 2010). The warranty and technical assistance provision represents management’s best estimate of commitments given by CNH for contractual, legal or constructive obligations arising from product warranties given for a specified period of time which begins at the date of delivery to the customer. This estimate has been calculated considering past experience and specific contractual terms. The restructuring provision comprises the estimated amount of benefits payable to employees on termination in connection with restructuring plans amounting to $17 million at December 31, 2011 ($31 million at December 31, 69 80051616 M 7389676 / 1 2010), other costs for exiting activities amounting to $2 million at December 31, 2011 ($1 million at December 31, 2010). The provision for other risks represents the amounts set aside by CNH principally in connection with contractual and commercial risks and disputes. The more significant balances of these provisions are as follows: ($ million) At December 31, 2011 At December 31, 2010 Sales incentives 1,011 758 Legal proceedings 281 270 Commercial risks 48 141 Environmental risks 46 50 Other reserves for risk and charges Total Other risks 58 26 1,444 1,245 A description of these follows: Sales incentives - these provisions relate to sales incentives that are offered on a contractual basis to the dealer networks, primarily on the basis of the dealers achieving a specific cumulative level of sales transactions during the year. This provision is estimated based on the information available regarding the sales made by the dealers during the year. Legal proceedings and other disputes - this provision represents management’s best estimate of the liability to be recognized by CNH with regard to: Legal proceedings arising in the ordinary course of business with dealers, customers, suppliers or regulators (such as contractual or patent disputes). Legal proceedings involving claims with active and former employees. Legal proceedings involving different tax authorities. None of these provisions is individually significant. CNH recognizes a provision for legal proceedings when it is deemed probable that the proceedings will result in an outflow of resources. In determining the best estimate of the probable liability, CNH evaluates the legal proceedings on a case-by-case basis to estimate the probable losses that typically arise from events of the type giving rise to the liability. The estimate takes into account, as applicable, the views of legal counsel and other experts, the experience of the company and others in similar situations and the company’s intentions with regard to further action in each proceeding. Commercial risks - this provision includes the amount of obligations arising in connection with the sale of products and services such as maintenance contracts. An accrual is recorded when the expected costs to complete the services under these contracts exceed the revenues expected to be realized. Environmental risks – this provision represents management’s best estimate of CNH probable environmental obligations. Amounts included in the estimate comprise direct costs expected to be incurred in connection with environmental obligations associated with current or formerly owned facilities and sites. This provision also includes costs related to claims on environmental matters. 70 80051616 M 7389676 / 1 27. Debt A breakdown of debt and an analysis by due date is as follows: ($ million) Asset-backed financing Bonds Borrowings from banks Payables represented by securities At December 31, 2011 Due between Due within one and Due beyond one year five years five years Total 6,708 4,299 40 11,047 At December 31, 2010 Due between Due within one and Due beyond one year five years five years Total 5,841 4,468 19 10,328 69 1,759 1,500 3,328 24 966 1,754 2,744 1,134 866 52 2,052 1,505 953 51 2,509 101 15 - 116 60 96 - 156 649 95 - 744 513 332 - 845 Total Other debt 1,953 2,735 1,552 6,240 2,102 2,347 1,805 6,254 Total Debt 8,661 7,034 1,592 17,287 7,943 6,815 1,824 16,582 Other Asset-backed financing represents the amount of financing received through both securitization and factoring transactions which do not meet IAS 39 derecognition requirements and is recognized as an asset in the statements of financial position. There was an increase of approximately $719 million in asset backed financing, excluding exchange differences. This increase mainly reflects the increase in the portfolio of receivables managed by Financial Services. The amount of bonds outstanding as of December 31, 2011 reflects the issuance of a new USD 500 million note in 2011. The bonds outstanding as of December 31, 2011 are shown in the following table: Currency Case New Holland Inc. CNH America LLC CNH Capital LLC Case New Holland Inc. Total Bonds Hedging effect and amortized cost valuation Total Bonds Face value of outstanding bonds (in USD million) USD USD USD USD 1,000 254 500 1,500 Coupon Maturity 7.750% 7.250% 6.250% 7.875% 1 September 2013 15 January 2016 1 November 2016 1 December 2017 Outstanding amount ($ million) 1,026 262 505 1,510 3,303 25 3,328 More in particular: Bond issued by Case New Holland Inc. in August 2009 at a price of 97.062% of its nominal value, having a nominal value of USD 1 billion, maturing in 2013 and bearing fixed interest at a rate of 7.75% p.a., payable semi-annually in arrears; Bond issued by Case Corp. (now CNH America LLC) in January 1996 for a total amount outstanding of USD 254 million and maturing in 2016, paying a fixed coupon of 7.25% p.a., payable semi-annually in arrears; Bond issued by CNH Capital LLC in November 2011 at par value, having a nominal value of USD 500 million, maturing in 2016 and paying a fixed coupon of 6.25% p.a., payable semi-annually in arrears. Bond issued by Case New Holland Inc. in June 2010 at a price of 99.32% of its nominal value, having a nominal value of USD1,5 billion, maturing in 2017 and paying a fixed coupon of 7.875% p.a., payable semiannually in arrears. The reduction in the borrowing from banks in 2011 by approximately $457 million compared to 2010 mainly reflects increased profitability and positive cash-flow from Equipment Operations. 71 80051616 M 7389676 / 1 The annual interest rates and the nominal currencies of debt at December 31, 2011 are as follows: ($ million) less than 5% US Dollar Euro Brazilian Real Canadian Dollar Australian Dollar Chinese Renminbi British Pound Polish Zloty Danish Krone Other Total Debt (7,834) (1,251) (56) (1,650) (4) (33) (1) (71) (1) (10,901) from 5% to 7.5% Interest rate from 7.5% to 10% (971) (75) (910) (148) (1,013) (27) (89) (16) (3,249) from 10% to 12.5% (2,500) (169) (1) (14) (10) (2,694) greater than 12.5% (1) (334) (335) Total (11,311) (1,326) (1,564) (1,798) (1,018) (41) (33) (100) (71) (25) (17,287) (5) (95) (8) (108) Debt with annual nominal interest rates in excess of 10% mainly relates to the companies operating Brazil. For further information on the management of interest rate and currency risk reference should be made to the previous section Risk Management and to Note 33. Information on financial risks to the consolidated financial statements. The fair value of Debt at December 31, 2011 amounts to $17,614 million ($16,752 million at December 31, 2010), determined using the quoted market price of financial instruments, if available, or the related future cash flows. The amount is calculated using the interest rates stated in Note 18. Current receivables and Other current assets to the consolidated financial statements, suitably adjusted to take account of CNH’s current creditworthiness. 28. Trade payables An analysis by due date of trade payables is as follows: ($ million) Trade payables Due within one year 3,064 At December 31, 2011 Due between Due one and beyond five years five years 5 2 Total Due within one year 3,071 2,464 At December 31, 2010 Due between Due one and beyond five years five years 5 2 Total 2,471 The carrying amount of Trade payables approximates fair value at the statement of financial position date. 29. Other current liabilities An analysis of Other current liabilities is as follows: At December 31, 2011 ($ million) At December 31, 2010 Indirect tax payables 247 233 Accrued expenses and deferred income 287 278 Payables to personnel 148 117 Social security payables 104 102 Other Total current liabilities 72 80051616 M 7389676 / 1 92 59 878 789 An analysis of Other current liabilities (excluding Accrued expenses and deferred income) by due date is as follows: ($ million) Other current liabilities (excluding Accrued expenses and deferred income) Due within one year 588 At December 31, 2011 Due between one and Due beyond five years five years 3 - Total Due within one year 591 507 At December 31, 2010 Due between one and Due beyond five years five years 4 - Total 511 The carrying amount of Other current liabilities approximates their fair value. 30. Guarantees granted, commitments and contingent liabilities Guarantees granted At December 31, 2011, CNH has provided guarantees on the debt or commitments of third parties or jointly controlled and associated entities totaling $627 million ($637 million at December 31, 2010). Sales of receivables CNH has discounted receivables without recourse having due dates after December 31, 2011 amounting to $172 million ($117 million at December 31, 2010, with due dates after that dates), which refer to trade receivables and other receivables for $154 million ($84 million at December 31, 2010) and receivables from financing for $18 million ($33 million at December 31, 2010). Operating lease contracts CNH has entered into operating lease contracts for the right to use industrial buildings and equipment with an average term of 10-20 years and 3-5 years, respectively. The total future minimum lease payments under noncancellable lease contracts are as follows: ($ million) Future minimum lease payments under operating lease agreements Due within one year 32 At December 31, 2011 Due between one and Due beyond five years five years 78 Total Due within one year 153 32 43 At December 31, 2010 Due between one and Due beyond five years five years 66 58 Total 156 During 2011, CNH has recorded costs for lease payments for $33 million ($35 million in 2010). Contingent liabilities As a global company with a diverse business portfolio, CNH is exposed to numerous legal risks, particularly in the areas of product liability, competition and antitrust law, environmental risks and tax matters. The outcome of any current or future proceedings cannot be predicted with certainty. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers’ compensation payments and could affect CNH's financial position and results. At December 31, 2011, contingent liabilities estimated by CNH amount to approximately $45 million (approximately $41 million at December 31, 2010), for which no provisions have been recognized since an outflow of resources is not considered probable at the present moment. Instead, when it is probable that an outflow of resources embodying economic benefits will be required to settle obligations and this amount can be reliably estimated, CNH recognizes specific provision for this purpose. 31. Segment reporting Segment Information CNH has three reportable segments: Agricultural Equipment, Construction Equipment and Financial Services. 73 80051616 M 7389676 / 1 Agricultural Equipment The agricultural equipment segment manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, combines, cotton pickers, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements and material handling equipment. Construction Equipment The construction equipment segment manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders and trenchers. Financial Services The financial services segment is engaged in broad-based financial services through wholly owned subsidiaries and joint ventures in North America, Latin America, Europe and Australia. CNH provides and administers retail financing to end-use customers for the purchase or lease of new and used CNH and other agricultural and construction equipment sold by CNH dealers and distributors. CNH also facilitates the sale of insurance products and other financing programs to retail customers. In addition, CNH provides wholesale financing to CNH dealers and rental equipment operators, as well as financing options to dealers to finance working capital, real estate and other fixed assets and maintenance equipment in connection with their operations. CNH evaluates segment performance based on trading profit. Transactions between segments are accounted for at market value. The following summarizes trading profit by reportable segment: At December 31, 2011 (USD, million) Agricultural equipment Construction equipment Financial services Total Trading Profit At December 31, 2010 1,264 839 27 (43) 315 205 1,606 1,001 A summary of additional reportable segment information, as of and for the years ended December 31, 2011 and 2010 is as follows: At December 31, 2011 (USD, million) At December 31, 2010 Revenues: Agricultural equipment 14,183 11,528 Construction equipment 3,876 2,946 Financial services 1,629 1,617 Eliminations (347) (309) 19,341 15,782 Agricultural equipment 303 264 Construction equipment 102 97 Net Revenues Depreciation and amortization: Financial services Depreciation and amortization 74 80051616 M 7389676 / 1 117 124 522 485 Total assets: Agricultural equipment 13,182 11,913 4,423 3,729 18,106 17,346 12,678 11,742 Eliminations (13,758) (12,544) Total assets 34,631 32,186 9,419 8,830 Construction equipment Financial services Assets not allocated to segments, principally goodwill, other Intangibles and taxes Total liabilities: Agricultural equipment Construction equipment Financial services Liabilities not allocated to segments 2,498 2,250 16,076 15,356 6,349 6,312 Eliminations (8,299) (8,457) Total liabilities 26,043 24,291 Expenditures for additions to non-current assets*: Agricultural equipment 532 448 Construction equipment 156 144 Financial services 394 364 Expenditures for additions to non-current assets 1,082 956 * Includes equipment on operating leases and property, plant and equipment At December 31, 2011 At December 31, 2010 Investments in unconsolidated subsidiaries, jointly controlled entities and associates: Agricultural equipment 205 221 Construction equipment 221 188 83 83 509 492 Financial services Investments in unconsolidated subsidiaries, jointly controlled entities and associates 75 80051616 M 7389676 / 1 32. Information by geographical area CNH is organized under the laws of the Netherlands. Geographical information for CNH pertaining to the Netherlands is not significant. The following is an analysis of total revenues by destination: ($ million) 2011 United States 6,786 5,771 Brazil 2,420 2,355 Canada 1,592 1,102 France 1,031 716 721 547 Australia Germany Other Total Revenue 2010 650 518 6,141 4,773 19,341 15,782 Total non-current Assets, excluding financial assets, deferred tax assets and defined benefit assets are located as follows: ($ million) 2011 United States 4,178 3,973 2010 Canada 435 429 Brazil 366 332 France 75 76 Germany 44 47 Australia 40 34 Other 1,087 990 Total non-current assets 6,225 5,881 In 2011 and 2010, no single external customer of CNH accounted for 10% or more of consolidated revenue. 33. Information on financial risks CNH is exposed to the following financial risks connected with its operations: credit risk, regarding its normal business relations with customers and dealers, and its financing activities; liquidity risk, with particular reference to the availability of funds and access to the credit market and to financial instruments in general; market risk (principally relating to exchange rates, interest rates), since CNH operates at an international level in different currencies and uses financial instruments which generate interest. As described in the section Risk management, CNH constantly monitors the financial risks to which it is exposed, in order to detect those risks in advance and take the necessary actions to mitigate them. The following section provides qualitative and quantitative disclosures on the effect that these risks may have upon CNH. The quantitative data reported in the following do not have any predictive value; in particular the sensitivity analysis on market risks does not reflect the complexity of the market or the reaction which may result from any changes that are assumed to take place. Credit risk The maximum credit risk to which CNH is theoretically exposed at December 31, 2011 is represented by the carrying amounts stated for financial assets in the statement of financial position and the nominal value of the guarantees 76 80051616 M 7389676 / 1 provided on liabilities or commitments to third parties as discussed in Note 30. Guarantees granted, commitments and contingent liabilities to the consolidated financial statements. Dealers and final customers are subject to specific assessments of their creditworthiness under a detailed scoring system; in addition to carrying out this screening process, CNH also obtains financial and non-financial guarantees for risks arising from credit granted for the sale of agricultural and construction equipment. These guarantees are further strengthened where possible by reserve of title clauses or specific guarantees on financed sales to the sales network and on vehicles assigned under finance leasing agreements. Balances which are objectively uncollectible either in part or for the whole amount are written down on a specific basis if they are individually significant. The amount of the write-down takes into account an estimate of the recoverable cash flows and the date of receipt, the costs of recovery and the fair value of any guarantees received. Impairment losses are recognized for receivables which are not written down on a specific basis, determined on the basis of historical experience and statistical information. Receivables for financing activities amounting to $13,784 million at December 31, 2011 ($13,381 million at December 31, 2010) contains balances totaling $70 million ($83 million at December 31, 2010) that have been written down on an individual basis. Of the remainder, balances totaling $239 million ($233 million at 31 December 2010) are past due by up to one month, while balances totaling $183 million are past due by more than one month ($692 million at December 31, 2010). In the event of installment payments, even if only one installment is overdue, the whole amount of the receivable is classified as such. Trade receivables and Other receivables totaling $1,085 million at December 31, 2011 ($1,057 million at December 31, 2010) contain, balances totaling $1 million ($2 million at December 31, 2010) have been written down on an individual basis. Of the remainder, balances totaling $89 million ($59 million at December 31, 2010) are past due by up to one month, while balances totaling $66 million ($72 million at December 31, 2010) are past due by more than one month. The significant decrease in the past due component in receivables from financing activities is partially attributable to the gradual collection of loans granted by Banco CNH Capital S.A. as part of the development/subsidized loans program for agriculture of the Brazilian development agency managed through Banco Nacional de Desenvolvimento Economico e Social (“BNDES”). These receivables fell under the scope of the general debt relief programs that were implemented from time to time by the Brazilian government between 2005 and 2008 to support an agricultural industry going through a difficult period. With the rescheduling programs now at an end, the Company has taken all the measures necessary to collect installments falling due, adjusting the level of its loan allowances in relation to the extent to which the overdue balances are being repaid. Total rescheduled outstanding loans issued by Banco CNH Capital S.A. amount to approximately 0.5 billion Reals (approximately $0.2 billion) at December 31, 2011, representing a decrease of approximately 0.7 billion Reals over December 31, 2010; Banco CNH Capital S.A. had a net overdue balance with its customers of approximately 0.3 billion Reals (approximately $0.1 billion), representing a decrease of approximately 0.6 billion Reais over December 31, 2010. During the year, approximately 0.5 billion (approximately $0.2 billion) Reals were written off by Banco CNH Capital S.A. Although the continual rescheduling of the recent past have contributed to an increase in the uncertainty as to the timing and means by which customers will make repayment, the amounts provided are considered sufficient to cover the residual credit risk. In the meantime, the BNDES has continued its financial support for the company and the subsidized loan programs. Liquidity risk Liquidity risk arises if CNH is unable to obtain the funds needed to carry out its operations under economic conditions. The two main factors that determine CNH’s liquidity situation are the funds generated by or used in operating and investing activities and the debt lending period and its renewal features or the liquidity of the funds employed and market terms and conditions. CNH has adopted a series of policies and procedures whose purpose is to optimize the management of funds and to reduce the liquidity risk, as follows: centralizing the management of receipts and payments, where it may be economical in the context of the local currency and fiscal regulations of the countries in which CNH is present; maintaining an adequate level of available liquidity; diversifying the means by which funds are obtained and maintaining a continuous and active presence on the capital markets; obtaining adequate credit lines; and monitoring future liquidity on the basis of business planning. 77 80051616 M 7389676 / 1 Details as to the repayment structure of CNH’s financial assets and liabilities are provided in Note 18. Current receivables and Other current assets, and in Note 27. Debt to the consolidated financial statements. Details of the repayment structure of derivative financial instruments are provided in Note 20. Other financial assets and Other financial liabilities to the consolidated financial statements. Management believes that the funds currently available, in addition to those funds that will be generated from operating and financing activities, will enable CNH to satisfy its requirements resulting from its investing activities and its working capital needs and to fulfill its obligations to repay its debts at their natural due date. Currency risk CNH manufactures products and purchases raw materials from many locations around the world. CNH’s cost base is diversified over a number of European, Asia-Pacific, and Latin American currencies, as well as the U.S. and Canadian dollars. CNH regularly monitors its currency exchange rate exposure, executes policy-defined hedging strategies and reviews the ongoing effectiveness of such strategies. CNH’s strategy is to use a mixture of foreign exchange forward contracts and options contracts depending on its view of market conditions and the nature of the underlying cash flow exposure. Sensitivity analysis All foreign currency hedging instruments are recognized in CNH’s Statement of financial position at fair value. CNH performed a sensitivity analysis to determine the effects that market risk exposures may have on the fair value of the foreign currency hedging instruments. The sensitivity analysis computes the hypothetical impact on the fair value of the foreign currency hedging instruments if there were a 10% change in the foreign currency exchange rates relative to the currency of the contracts, assuming no change in interest rates. The fair value of the foreign currency hedging instruments would be negatively impacted by approximately $25 million and positively impacted by $70 million at December 31, 2011 and 2010, respectively. However, the above movements in foreign exchange rates would have an offsetting impact on the underlying business transactions that the financial instruments are used to hedge. Interest rate risk CNH monitors interest rate risk to achieve a predetermined level of matching between the interest rate structure of CNH’s financial assets and liabilities. Fixed-rate financial instruments, including receivables, debt, ABS certificates and other investments, are segregated from floating-rate instruments in evaluating the potential impact of changes in applicable interest rates. The fixed rate financial instruments used by CNH consist principally of part of the portfolio of Financial Services (customer financing and financial leases) and part of debt (including subsidized loans and bonds). Floating rate financial instruments consist principally of cash and cash equivalents, loans provided by Financial Services to the sales network and part of debt. The effect of the sale of receivables is also considered in the sensitivity analysis as well as the effect of hedging derivative instruments. Sensitivity analysis A sensitivity analysis was performed to compute the hypothetical impact on fair value which would be caused by a 10% change in the interest rates used to discount each category of financial assets and liabilities. The net impact on the fair value of the financial instruments and derivative instruments held as of December 31, 2011 and 2010, resulting from a hypothetical 10% change in interest rates, would be approximately $20 million and $2 million, respectively. For the sensitivity analysis the financial instruments are grouped according to the currency in which financial assets and liabilities are denominated and the applicable interest rate index. As a result, CNH’s interest rate risk sensitivity model may overstate the impact of interest rate fluctuations for such financial instruments, as consistently unfavorable movements of all interest rates are unlikely. 34. Fair value hierarchy IFRS 7 requires financial instruments recognized in the statement of financial position at fair value to be classified on the basis of a hierarchy that reflects the significance of the inputs used in determining fair value. The following levels are used in this hierarchy: Level 1 – quoted prices in active markets for the assets or liabilities being measured; Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) on the market; Level 3 – inputs that are not based on observable market data. 78 80051616 M 7389676 / 1 The following table provides an analysis under this hierarchy of financial assets and liabilities measured at fair value at December 31, 2011. Note Level 1 Level 2 Level 3 Total Other Non – current securities (16) - - - - Current securities available for sale (19) 88 - - 88 ($ million) Assets available-for-sale measured at fair value: Financial assets held for trading measured at fair value: Other financial assets (20) Total Assets Other financial liabilities (20) Total Liabilities - 112 - 112 88 112 - 200 - (120) - (120) - (120) - (120) In 2011 there were no transfers from Level 1 to Level 2 or vice versa. The following table provides changes in Level 3 in 2011: Other financial liabilities ($ million) Balance at December 31, 2010 (5) Gains recognized in profit or loss 5 Balance at December 31, 2011 - In 2011 there were no transfers from Level 3 to other levels or vice versa. 35. Related party information In accordance with IAS 24, related parties of CNH are companies and individuals who are in the position of exercising control or joint control, or who have a significant influence over CNH and its subsidiaries. As of December 31, 2011, the Company’s outstanding capital stock consisted of ordinary shares, par value €2.25 (U.S. $2.91) per share. As of December 31, 2011, there were 239,716,408 ordinary shares outstanding. At December 31, 2011, CNH had 564 registered holders of record of its ordinary shares in the United States. Registered holders and indirect beneficial owners hold approximately 12% of CNH’s outstanding ordinary shares. Fiat Netherlands, a wholly owned subsidiary of Fiat Industrial, is the largest single shareholder. Consequently, at December 31, 2011, Fiat Netherlands controlled all matters submitted to a vote of the Company’s shareholders, including approval of annual dividends, election and removal of its directors and approval of extraordinary business combinations. Fiat Netherlands has the same voting rights as the Company’s other shareholders. Historically, the Company and its subsidiaries have developed a variety of relationships, and engaged in a number of transactions, with various Fiat Group or Fiat Industrial Group companies. Following the demerger effected on January 1, 2011, Fiat has no obligation to provide assistance to the Company or its subsidiaries other than pursuant to contractual agreements that have been negotiated between the applicable parties. In connection with the demerger transaction Fiat and Fiat Industrial entered into a Master Services Agreement (“MSA”) which sets forth the primary terms and conditions pursuant to which the various service provider subsidiaries of such entities provide services (such as purchasing, tax, accounting and other back office services, security and training) to the various service receiving subsidiaries. As structured, the applicable service provider and service receiver subsidiaries become parties to the MSA through the execution of an Opt-In letter which may contain additional terms and conditions. Pursuant to the MSA, service receivers are required to pay to service providers the actual cost of the services plus a negotiated margin. In March 2011, upon review and recommendation of a special committee of independent Board members, the Company’s Board approved the MSA and the applicable related OptIn letters. As of December 31, 2011, the Company’s outstanding consolidated debt with Fiat Industrial and its subsidiaries was $643 million, compared to $784 million of outstanding consolidated debt with Fiat and its subsidiaries as of December 31, 2010. As a result of the demerger, all financing arrangements previously provided by Fiat treasury subsidiaries outstanding as of December 31, 2010 were assigned to Fiat Industrial treasury subsidiaries on January 1, 2011. 79 80051616 M 7389676 / 1 Various Fiat subsidiaries, including CNH, were parties to a €1 billion ($1.3 billion) syndicated credit facility with a group of banks. As of December 31, 2010, this facility was fully drawn, €300 million ($401 million) by CNH and €700 million ($935 million) by other Fiat subsidiaries. The amounts were repaid in full and the syndicated credit facility was cancelled in January 2011. As of December 31, 2011, Fiat Industrial guaranteed $896 million of the Company’s debt with BNDES (Brazil). The Company pays Fiat Industrial a guarantee fee based on the average amount outstanding under facilities guaranteed by Fiat Industrial. In 2011, the Company paid a guarantee fee of 0.0625% per annum. Like other companies that are part of multinational groups, the Company participates in a group-wide cash management system with Fiat Industrial. Under this system, operated by Fiat Industrial treasury subsidiaries in a number of jurisdictions, the cash balances of Fiat Industrial and its subsidiaries, including CNH, are aggregated at the end of each business day in central pooling accounts (the Fiat Industrial treasury subsidiaries’ cash management pools). CNH’s positive cash deposits, if any, at the end of each business day may be invested by Fiat Industrial treasury subsidiaries in highly rated, highly liquid money market instruments or bank deposits or applied by Fiat Industrial treasury subsidiaries to meet financial needs of other Fiat Industrial subsidiaries and vice versa. Deposits with Fiat Industrial treasury subsidiaries earn interest at LIBOR plus 0.15%. Interest earned on CNH’s deposits with Fiat Industrial treasury subsidiaries included in finance and interest income was approximately $31 million in 2011. The equivalent amount was approximately $44 million in the year ended December 31, 2010 under the group-wide cash management system with Fiat. Further to the demerger, CNH entered into new cash management arrangements with Fiat Industrial treasury subsidiaries effective on January 1, 2011. The cash deposits in Fiat treasury subsidiaries’ cash management pools as of December 31, 2010 were transferred to Fiat Industrial treasury subsidiaries’ cash management pools on January 1, 2011. Accordingly, no cash residual balances were outstanding with Fiat treasury subsidiaries’ cash management system pools as of close of business January 1, 2011. The terms and conditions applicable to Fiat Industrial’s cash management pools at the time of the demerger were substantially the same as the terms and conditions governing Fiat cash management pools as of the same date. As a result of CNH’s participation in Fiat Industrial’s cash management pools, the Company is exposed to Fiat Industrial’s credit risk to the extent that the Fiat Industrial entity in whose name the deposit is pooled is unable to return the funds. In the event of a bankruptcy or insolvency of Fiat Industrial (or any other Fiat Industrial member in the jurisdictions with set off agreements) or in the event of a bankruptcy or insolvency of the Fiat Industrial entity in whose name the deposit is pooled, CNH may be unable to secure the return of such funds to the extent they belong to CNH, and CNH may be viewed as a creditor of such Fiat Industrial entity with respect to such deposits. Because of the affiliated nature of CNH’s relationship with Fiat Industrial, it is possible that CNH’s claims as a creditor could be subordinated to the rights of third party creditors in certain situations. As of December 31, 2011, CNH had approximately $3 billion in cash and cash equivalents. This amount compares to approximately $4.5 billion in cash and cash equivalents CNH had as of December 31, 2010; this latter amount included approximately $2 billion of funds which would have historically been deposited with the relevant cash management pools managed by Fiat treasury subsidiaries in the U.S. and in Europe. In anticipation of the demerger, at the end of 2010, these funds were deposited with primary financial institutions in Europe and the U.S. for a shortterm period. At the maturity of these short-term deposits, in the month of January 2011, these funds were deposited with the applicable Fiat Industrial subsidiaries’ cash management pools. For material related party transactions involving the purchase of goods and services, the Company generally solicits and evaluates bid proposals prior to entering into any such transactions. CNH’s Audit Committee conducts a review to determine that all related party transactions are on what the Committee believes to be arm’s-length terms. CNH purchases engines and other components from Fiat Industrial and its subsidiaries as well as Fiat and its subsidiaries, and companies of the Fiat Group provide CNH with administrative services such as accounting and internal audit, cash management, maintenance of plant and equipment, plant, security, research and development, information systems and training. Fiat subsidiaries also provide purchasing services to CNH. CNH may sell certain goods or provide certain services to Fiat and/or its subsidiaries. In addition, the Company enters into hedging arrangements with counterparties that are subsidiaries of Fiat Industrial. The principal purchases of goods from Fiat Industrial subsidiaries and Fiat subsidiaries include engines from Iveco and Fiat Powertrain Technologies, dump trucks from Iveco, robotic equipment and paint systems from Comau, and castings from Teksid. The Company was party to foreign exchange hedges having an aggregate contract value of $3.5 billion as of December 31, 2011 and 2010, to which subsidiaries of Fiat Industrial subsidiaries were counterparties. Fiat provided accounting services to CNH in Europe and Brazil through a subsidiary that uses shared service centers to provide such services to various Fiat companies. Fiat provided internal audit services at the direction of CNH’s internal audit department in certain locations where the Company believed it is more cost effective to use existing Fiat 80 80051616 M 7389676 / 1 resources. In 2005 and 2004, CNH purchased network and hardware support from and outsourced a portion of the Company’s information services to, a joint venture that Fiat had formed with IBM. In 2005 Fiat entered into a nine year strategic agreement with IBM under which IBM assumed full ownership of this joint venture as well as the management of a significant part of the information technology needs of members of the Fiat Group, including CNH. Fiat also provided training services through a subsidiary. The Company used a broker that is a subsidiary of Fiat to purchase a portion of its insurance coverage. The Company purchased research and development services from an Italian joint venture set up by Fiat and owned by various Fiat subsidiaries. This joint venture benefits from Italian government incentives granted to promote work in the less developed areas of Italy. A substantial portion of these services continue to be provided to CNH subsidiaries by Fiat through Fiat Industrial under the terms and conditions of the MSA and the applicable Opt-In Letters. The Company participated in tax sharing agreements with Fiat Industrial and certain of its subsidiaries in the United Kingdom (U.K.) and Italy. CNH’s management believes the terms of these agreements are customary for agreements of this type and are advantageous as tax losses generated in one company can offset income of the other companies within the group. During 2011, CNH derived $61 million and $66 million for the years ended December 31, 2011 and 2010 of tax benefit from the tax sharing agreements. In order to optimize the tax efficiency of the Company, New Holland Tractors and Fiat India Private Limited effectuated an amalgamation as of April 1, 2007 for Indian fiscal and statutory purposes, which was approved by the Delhi and Bombay High Court on September 23, 2008. CNH obtained a fairness opinion from an independent third party financial advisor that documents that the consideration received by the parties to the transaction represents an arm’s-length “value-for-value” exchange. On October 20, 2011 CNH acquired Fiat Switzerland SA from Fiat for $19 million. As the purchase price approximated the equity of the acquired company, this transaction did not significantly impact the CNH’s financial position. On December 31, 2011 CNH sold to FPT Industrial S.p.A. its ownership interest (33%) in European Engine Alliance Scrl for $17 million. As this sale represented a transaction between entities under common control, the $11 million gain resulting from the sale was recorded as additional-paid in capital. In connection with the demerger transaction of Fiat and Fiat Industrial, in 2010 CNH sold its ownership interest in several small investments to entities within the Fiat Group. These transactions did not significantly impact CNH’s financial position. During 2008 CNH entered into a reimbursement agreement with Fiat in connection with the sponsorship contract Fiat signed with the Juventus Football Club S.p.A. The sponsorship contract was for a three year term that expired in 2010 and was not renewed. The Company paid $10 million related to this reimbursement agreement in 2010. The Juventus Football Club S.p.A., in which EXOR S.p.A. has a 60% stake, is listed on the Electronic Share Market of the Italian stock exchange. EXOR is one of the major investment holding companies in Europe. Among other things, EXOR also manages a portfolio that includes investments in Fiat, SGS S.A., and Cushman & Wakefield, Inc. CNH obtains services from SGS, for verification, inspection, control and certification activities and also obtain real estate services from Cushman & Wakefield. If the goods or services or financing arrangements described above were not available from related parties, the Company would have to obtain them from other sources. The Company can offer no assurance that such alternative sources would provide such goods and services, or would provide them on terms as favorable as those offered by such related parties. The following table summarizes CNH’s sales, purchase, and finance income with Fiat Industrial Group, Fiat Group and joint ventures that are not already separately reflected in the consolidated statements of operations for the years ended December 31, 2011 and 2010: ($ million) Sales to affiliated companies and joint ventures Purchase of materials, production parts, merchandise and services Finance and interest income 2011 2010 309 204 1,388 895 31 44 As of December 31, 2011 and 2010, CNH had trade payables to affiliated companies and joint ventures of $470 million and $367 million, respectively. 36. Acquisition of subsidiary 81 80051616 M 7389676 / 1 Acquisition As discussed in the section Scope of consolidation, on March 31, 2011 CNH Global N.V. acquired the remaining 50% interest L&T – Case Equipment Private Limited (subsequently renamed Case New Holland Construction Equipment India Private Limited), an equally held joint venture established in 1999 with Larsen & Toubro Limited to manufacture and sell earth moving equipment in India, thereby obtaining control. This transaction has been accounted for as an acquisition achieved in stages in accordance with IFRS 3 - Business Combinations, and the Group has accordingly applied the acquisition method, finalized in December, consolidating the subsidiary on a line-by-line basis from March 31, 2011. This transaction led to the recognition of income of $34 million arising from the combination. The identifiable assets acquired and liabilities assumed have been recognized at their fair values at the Acquisition date (March 31, 2011) and are set out below: At the Acquisition date ($ million) Non-current assets Current assets Total assets acquired (a) 46 52 98 Liabilities assumed (b) Net assets acquired (a) – (b) 36 62 37. Explanatory notes to the statements of cash flows The Statements of cash flows set out changes in cash and cash equivalents during the year. As required by IAS 7 – Statement of Cash Flows, cash flows are separated into operating, investing and financing activities. The effects of changes in exchange rates on cash and cash equivalents are shown separately under the line item Translation exchange differences. Cash flows from operating activities derive mainly from CNH’s main revenue producing activities. Cash flows generated by operating lease arrangements are included in operating activities in a single line item which includes capital expenditures, amortization, depreciation, impairment losses and changes in inventories. The non-cash items of $98 million in 2011 ($182 million in 2010) include $118 million of CNH's share of the net profit of the investees accounted for using the equity method and $216 million provision of the credit allowance for receivables from financing activities. Overall, cash flows for income tax payments net of refunds in 2011 amount to $308 million ($207 million in 2010). Overall, interest of $743 million was paid and interest of $739 million was received in 2011 (interest of $881 million was paid in 2010 and interest of $958 million was received in 2010). Cash flows used in investing activities represent the extent to which expenditures have been made for resources intended to generate future income and cash flows. Only expenditures resulting in an asset recognized in statement of financial position are classified as investing activities in the Statement of cash flows. The consideration paid and received for the acquisition of subsidiary is discussed in Note 36. Acquisition of subsidiary to the consolidated financial statements. 82 80051616 M 7389676 / 1 CORPORATE FINANCIAL STATEMENTS At December 31, 2011 83 80051616 M 7389676 / 1 CNH Global N.V. CORPORATE BALANCE SHEETS (Before profit appropriation) ($ thousand) Note At December 31, 2011 At December 31, 2010 6,571,536 6,439,831 6,571,536 6,438,831 1,200,000 - Assets FIXED ASSETS Financial fixed assets (2) Total fixed assets NON-CURRENT ASSETS Long term receivables from subsidiaries and affiliated companies (3) Deferred tax assets (7) Total Non-current assets 16,620 - 1,216,620 - 728,238 1,040,939 1,054 2,350 CURRENT ASSETS Receivables form sub subsidiaries and affiliated companies (3) Receivables from third parties Cash and cash equivalents Total Current assets Total Assets 601,889 1,101,385 1,331,181 2,144,674 9,119,337 8,583,505 Shareholder's Equity and Liabilities SHAREHOLDERS' EQUITY Ordinary share capital (5) 698,331 717,305 Ordinary share premium (5) 5,209,422 5,105,061 Treasury stock (5) (7,675) (7,675) Legal reserves (5) 983,148 1,201,197 Retained earnings (5) 656,211 255,583 Current net profit (5) 1,038,031 558,466 8,577,468 7,829,937 241,128 267,111 241,128 267,111 Total shareholder's equity LONG TERM LIABILITIES Provisions (2) Total long term liabilities CURRENT LIABILITIES Bank loans payables (4) 300,000 400,860 Loans payable to subsidiaries and affiliated companies (3) - 69,738 Other payables to affiliated companies (3) 12 15,059 729 800 Payables to third parties Total current liabilities TOTAL Shareholder's Equity and Liabilities See accompanying notes to the corporate financial statements. 84 80051616 M 7389676 / 1 300,741 486,457 9,119,337 8,583,505 CNH Global N.V. CORPORATE PROFIT AND LOSS ACCOUNTS ($ thousand) Note 2011 2010 Financial Income / (Expense) Interest income - affiliates 32,183 62,038 84 18 (625) (63,958) Interest expense - third parties (1,428) (2,846) Net exchange loss (4,817) (2,263) (634) (1,858) 24,763 (8,869) Interest income - third parties Interest expense - affiliates Net other financial expenses NET FINANCIAL INCOME / (EXPENSE) Other Expense Legal, audit and other professional fees (1,951) (1,158) (26,831) (23,888) TOTAL OTHER EXPENSE (28,782) (25,046) Net Operating Loss (4,019) (33,915) Results from investments 1,025,223 591,835 1,021,204 557,920 Other expense (6) Results before tax Income tax benefits (16,827) (546) 1,038,031 558,466 Basic profit per share $4.33 $2.35 Diluted profit per share $4.32 $2.34 (7) NET PROFIT PER SHARE DATA: See accompanying notes to the corporate financial statements. 85 NOTES TO THE CORPORATE FINANCIAL STATEMENTS 1. Accounting policies General The corporate financial statements are part of the financial statements of CNH Global N.V. and are prepared in accordance with the legal requirements of Title 9, Book 2 of the Dutch Civil Code. In addition, article 2:362 paragraph 8 of the Dutch Civil Code is being applied, under which it is allowed to use the same (IFRS) valuation principles for the Dutch GAAP Corporate financial statements as used in the consolidated financial statements. Except where otherwise indicated, all assets and liabilities are stated at the amounts at which they were acquired or incurred. Valuation and accounting principles The standards of valuation and determination of the result used for the corporate financial statements are the same as those used for the consolidated financial statements. Unless other standards are stated, the reader is referred to the standards stated in the consolidated financial statements. Financial fixed assets Financial fixed assets comprise investments in Subsidiaries and are stated at net asset value if the Company effectively exercises significant influence over the operational and financial activities of these investments. The net asset value is determined on the basis of financial statements prepared in accordance IFRS. If the equity of a subsidiary turns negative as a result of operating losses, the value of CNH's investment in the subsidiary will be reduced to zero. If CNH has the legal or constructive obligation to continue funding such a subsidiary or has guaranteed its debt, a provision is made in the amount equal to the negative equity of the subsidiary. Income taxes Current income taxes are provided on the basis of the tax liability for the year in accordance with tax legislation in The Netherlands. 2. Financial fixed assets Investments as of December 31, 2011, and 2010 are summarized as follows: ($ thousand) Balance at beginning of year 2011 2010 6,438,831 7,615,689 Acquisitions and capital increases 1,805,653 251,854 Disposals and capital repayments (2,141,830) (2,259,082) Results from investments 1,025,223 591,835 Dividends received (119,879) (16,220) Foreign exchange movements (398,817) 146,633 Transfers from provisions (25,983) 109,304 Other (11,662) (1,182) 6,571,536 6,438,831 Balance at end of year 86 80051616 M 7389676 / 1 Acquisitions and capital increases in 2011 relate to capital increases for CNH Europe Holding SA ($1 billion), CNH Östereich GMbH ($704 million) and CNH Italia S.p.A. ($69 million). Acquisitions and capital increases in 2010 related to capital increases for CNH UK ($125 million), CNH Ostereich ($71 million), CNH Italia ($24 million), CNH Capital Benelux ($20 million) and CNH-Kamaz Industrial LLC ($10 million). Disposals and capital repayments in 2011 primarily relate to the repayment of capital by Case New Holland Inc. ($2 billion), and the sale of CNH’s 37.5% share in Turk Traktor Ve Ziraat to CNH Östereich GMbH ($106 million). Disposals and capital repayments in 2010 related to the repayment of capital by Case New Holland Inc. ($2.1 billion) and the sale of CNH Capital UK Ltd. to CNH Capital Benelux ($165 million). If the equity of a subsidiary turns negative as a result of operating losses, the value of CNH's investment in the subsidiary will be reduced to zero. If CNH has the legal or constructive obligation to continue funding such a subsidiary or has guaranteed its debt, a provision is made in the amount equal to the negative equity of the subsidiary. Movement of the Provision: 2011 2010 (in thousands) Beginning of the year Additions Reversal Exchange rate differences End of the year $267 35 (55) (6) $241 $158 121 — (12) $267 3. Receivables from and payables to investments and affiliated companies At December 31, 2011 CNH had a long term receivable from Case New Holland Inc. in the amount of $1.2 billion. Certain reclassifications to the current receivables at December 31, 2010 have been made to be comparable with 2011. 87 80051616 M 7389676 / 1 A summary of current receivables from affiliated companies and Subsidiaries at December 31, 2011 and 2010 is set forth in the following table: 2011 2010 (in thousands) Current Receivables from affiliated Companies: Fiat Industrial Finance Europe SA ................................................................ Fiat Finance and Trade Ltd. ......................................................................... Total Current Receivables from affiliated Companies Current Receivables from Subsidiaries: CNH Capital Benelux S.A. ............................................................................ CNH International S.A. ................................................................................. CNH Italia S.p.A. . ......................................................................................... CNH America LLC. ........................................................................................ Case New Holland Inc. .................................................................................. New Holland Credit Company LLC ............................................................. Al Ghazi Tractors Ltd..................................................................................... CNH France S.A. .......................................................................................... New Holland Holding Ltd. .............................................................................. CNH Capital U.K. ......................................................................................... CNH Asian Holding N.V. .............................................................................. CNH Australia Pty Ltd. ................................................................................. CNH U.K. Limited .......................................................................................... Other ............................................................................................................. Total Current Receivables from Subsidiaries Total Current Receivables from Subsidiaries and affiliated companies $ 421,254 — 421,254 $ $ $ $ $ — 20,428 20,428 146,721 67,134 54,762 15,416 8,803 4,971 2,013 1,220 — — — — — 5,944 145,972 — 100,700 5,616 301,694 3,140 584 74,176 137,289 96,263 79,795 71,394 1,098 2,790 306,984 $ 1,020,511 728,238 $ 1,040,939 CNH had no short term loans payable to Subsidiaries and affiliated companies at December 31, 2011. Short term loans payable to Subsidiaries and affiliated companies at December 31, 2010 bore interest at a weighted-average interest rate of 6.80%. Accrued interest on loans receivable from affiliated companies was approximately $2 million at both December 31, 2011 and December 31, 2010. Loans payable to affiliated companies and related accrued interest at December 31, 2010 consist of the following: New Holland Tractor Ltd. N.V. ........................................................ CNH Deutschland GmbH ............................................................... Case Harvesting System GmbH ..................................................... CNH Europe Holding S.A................................................................ CNH International S.A..................................................................... Other ............................................................................................... Total Short Term Loans payable to affiliated companies 2010 (in thousands) $ 22,715 20,043 14,698 8,000 4,242 40 $ 69,738 Other payables to affiliated companies at December 31, 2010 consisted of $14 million to Fiat Finance and Trade Ltd. and $1 million to other affiliates. 4. Bank loans payable The $300 million syndicated credit facility at December 31, 2011 represents a one-year revolving committed credit facility CNH Global entered into with a syndicated group of banks in December 2010. Ninety percent of the facility is insured by the Export-Import Bank of the United States. The facility was available to support U.S. export sales and provided advances with repayment terms of up to 360 days. The facility was fully utilized as of the end of 2011. 88 80051616 M 7389676 / 1 The €300 million ($401 million) syndicated credit facility at December 31, 2010 represents the amount allocated to CNH by Fiat under a €1.0 billion ($1.3 billion) Fiat credit facility syndicated with third parties. The amount allocated to CNH was fully drawn down as of December 31, 2010. The facility was prepaid in whole and cancelled on January 5, 2011. Loans under this facility accrued interest at fluctuating rates based on EURIBOR (or other index rates, such as LIBOR depending on the currency borrowed), plus a margin relating to the credit ratings of Fiat. In addition to paying interest on any borrowings it made under this facility, CNH was required to pay a commitment fee, the calculation of which took into account Fiat credit ratings and any unused portion of the €300 million ($401 million) allocation as well as its pro rata share (based on the number of borrowers from time to time) of any remaining commitment fees and other fees related to the facility. 5. Shareholders’ equity The Articles of Association of CNH provide for authorized share capital of €1.35 billion, divided into 400 million ordinary shares and 200 million Series A preference shares, each with a per share par value of €2.25. At the general meeting of the shareholders held on March 29, 2011, the shareholders authorized CNH’s Board of Directors to issue shares for a period ending in March 2016. As of December 31, 2011, CNH had 239,871,221 ordinary shares issued, of which 239,716,408 shares were outstanding while 154,813 shares were held by CNH as treasury shares. Treasury shares consist principally of CNH shares reacquired from restricted shares issued under a previous deferred compensation plan. As of December 31, 2011, Fiat Netherlands held 211,866,037 shares of the Company’s 239,716,408 outstanding ordinary shares. As a result of the demerger transaction implemented by Fiat effective on January 1, 2011, Fiat transferred to Fiat Industrial its ownership interest in Fiat Netherlands and, as a result, the Company became a subsidiary of Fiat Industrial. Movements in shareholders’ equity are summarized as follows: Legal Reserves Balance, January 1, 2010 Appropriation of prior year results Results of the year Movements in share capital and share premium Translation Adjustment Adjustment Legal Reserves Other Balance, December 31, 2010 Appropriation of prior year results Results for the year Movements in share capital and share premium Translation Adjustment Adjustment Legal Reserves Other Balance, December 31, 2011 Ordinary Share Capital Ordinary Share Premium Treasury Stock $769,993 $5,057,928 ($7,675) $267,771 $452,775 — — — 122,317 (122,317) — — — — — — 558,466 — — — 558,466 Current Net Retained Profit/(Loss) Earnings (in thousands) ($122,317) 656,100 Cumulative Translation Adjustment Other Total $7,074,575 3,130 47,133 — — — — — 50,263 (55,818) — — — — 202,451 — 146,633 — — — — (278,200) — 278,200 — $717,305 $5,105,061 ($7,675) $558,466 $255,583 $470,222 $730,975 $7,829,937 — — — (558,466) 558,466 — — — — — — 1,038,031 — — — 1,038,031 3,956 104,361 — — — — — 108,317 (22,930) — — — — (375,887) — (398,817) — — — — (157,838) — 157,838 — $698,331 $5,209,422 ($7,675) $1,038,031 $656,211 $94,335 $888,813 $8,577,468 The change in ordinary share capital for 2011 and 2010 relates to the issuance of shares due to the exercise or vesting of share-based awards. The 2011 movement in ordinary share premium was approximately $104 million, of which $27 million related to the issuance of shares from the exercise or vesting of share-based awards, $65 million was due to share-based compensation expenses and related tax benefit, and $11 million capital contribution resulting from the sale of CNH's investment in European Engine Alliance to FTP Industrial. This sale was accounted for as a capital transaction as CNH and FTP Industrial are entities that operate under common control of Fiat Industrial. 89 80051616 M 7389676 / 1 The 2010 change in ordinary share premium was approximately $47 million, of which $16 million related to the issuance of shares from the exercise of share-based awards, $35 million was due to share-based compensation expenses and related tax benefit, and ($4) million due to the impact of the change of ownership of CNH Italia in New Holland Kobelco Construction Machinery S.p.A.. The Other Legal Reserves primarily consist of the retained earnings of CNH's investments in China, India and Brazil and the cumulative share in income of joint ventures less dividends received and adjusted for any other capital transactions. Legal Reserves are not available for distribution to the Company’s shareholders. If the currency translation adjustment has a negative balance, this balance will not be used to reduce the Other Legal Reserves that are restricted for distribution. Ordinary Share Capital as of December 31, 2011 and 2010 was €539.71 million and €536.82 million, which are converted to U.S. dollar using exchange rates of $1.2939 and $1.3362, respectively. An increase in 2011 of €2.89 million was due to exercises and vesting of share-based awards. During the years ended December 31, 2011 and 2010, changes in CNH ordinary shares issued were as follows: Issued as of beginning of year................................................. Issuances of CNH Ordinary Shares: Stock-based compensation...................................................... Shares issued to Directors........................................................ Issued as of end of year........................................................... Ordinary Shares 2011 2010 (in thousands) 238,588 237,553 1,251 32 239,871 1,029 6 238,588 No dividend was declared or paid in 2011 or 2010. CNH has granted share-based compensation to officers and employees of CNH and its subsidiaries. See Note 24. Equity to the consolidated financial statements for further discussion of the CNH Equity Incentive Plan. 6. Other expense In 2011, other expense mainly consists of $32 million withholding tax related to the repayment of capital from Case New Holland Inc. as mentioned in Note 2. Financial Fixed Assets to the corporate financial statements. $634 million of the repayment of capital was treated as a distribution of dividend for U.S. tax filing purposes subject to 5% withholding tax. Additionally, CNH recorded other income of $7 million for a tax refund related to the repayment of capital from Case New Holland Inc. in 2010. In 2010, other expense was primarily related to $22 million withholding tax with regard to repayment of capital from Case New Holland Inc. as mentioned previously in Note 2. Financial Fixed Assets to the corporate financial statements. $448 million of the capital repayment was treated as a distribution of dividend for US tax filing purposes subject to 5% withholding tax. 7. Income taxes The effective income tax benefits for 2011 and 2010 are $17 million and $1 million, respectively. The 2011 tax benefit of $17 million reflects the recognition of a $17 million deferred tax asset as CNH has determined it is probable that the asset will be realized based upon available evidence. Tax losses of $67 million at December 31, 2011 were derived from the years 2005 to 2009 and have been recorded at the statutory tax rate for 2011 of 25%. The tax loss carry forwards as of December 31, 2010 were approximately $84 million. The period within which tax losses can be carried forward in the Netherlands is nine years. The effective income tax rate differs from the Dutch statutory tax rate of 25% principally due to the applicability of the participation exemption on a majority of CNH’s taxable income. For corporate income tax purposes CNH heads a fiscal unity regime that includes CNH Trade N.V., the Netherlands branches of CNH Belgium N.V. and CNH Financial Services S.A. CNH Global is severally liable for corporate income taxes of the fiscal unity. 90 80051616 M 7389676 / 1 Expiry years of tax losses (in millions) 2011 2013 2010 — $ $ 13.6 2014 — 3.3 2015 8.2 10.7 2016 18.7 18.7 2017 17.3 17.3 2018 15.4 15.4 2019 6.9 5.2 $ 66.5 $ 84.2 8. Employees At December 31, 2011, and 2010, CNH Global N.V. had no employees. CNH contracts for services with Fiat Netherlands. 9. Directors’ remuneration The following table summarizes remuneration paid or accrued to Directors for the year ended December 31, 2011, excluding directors who are employees of Fiat Industrial or Fiat and are not compensated by CNH: G ra nt Ha rold Thoma s J. Dr. Edwa rd Le o W. Dr. P e te r P ric e Boya novsky Colliga n A. Hile r Houle Ka la ntzis La na wa y $ $ Salary $ 853,117 (a) $ Annual Fees - $ 87,964 115,000 - 140,000 120,000 John B. $ 84,000 Ke nne th Dr. Rolf P a olo Ja c que s Lippe r M. Je ke r Monfe rino The urilla t $ $ $ $ 86,250 115,000 110,278 - Tota l $ 853,117 116,250 974,742 18,688 Ordinary Shares Granted 3/28/2011 $46.89 9,000 9,688 6/27/2011 $36.10 9,000 9,687 18,687 9/26/2011 $26.78 9,000 9,688 33,688 12/27/2011 $37.09 9,000 9,687 27,687 Use of Company Car 15,000 9,000 8,704 13,621 8,576 30,901 Future Remuneration: Pension Plan 85,389 (a) 85,389 Bonus: Cash 1,593,520 Total 2,540,730 1,593,520 111,964 115,000 153,621 120,000 128,576 86,250 115,000 110,278 155,000 3,636,419 (a) Mr. Boyanovsky exercised stock options during 2011 resulting in $1.8 million of earnings and, in connection with the terms of his retirement in 2011, will receive future cash remuneration totaling $1.4 million. These amounts are not included in the table above. 91 80051616 M 7389676 / 1 Directors eligible for compensation also may elect to have a portion of their compensation paid in stock options. See Note 24. Equity to the consolidated financial statements for further discussion of the CNH Directors' Compensation Plan. Share Ownership Collectively, CNH's directors and executive officers beneficially own, or were granted options with respect to, less than one percent of CNH's ordinary shares. Directors’ elective option awards vest immediately upon grant. Directors’ options terminate six months after a director leaves the Board of Directors if not exercised. In any event, directors’ options terminate if not exercised by the tenth anniversary of the grant date. Options issued to eligible directors are issued from the CNH Directors’ Plan. Options issued to CNH's employees who are also board members are issued from the CNH Equity Incentive Plan (“EIP”). The following table summarizes outstanding stock options for directors as of December 31, 2011, excluding directors who are employees of Fiat Industrial or Fiat Industrial Group companies and have not been compensated by CNH: 92 80051616 M 7389676 / 1 E xe rc is e G ra nt D a t e P ric e B o ya no v s k y H ile r H o ule Jeker Ka la nt zis La na wa y Lippe r T he urilla t T o tal — — 4,000 B eginning B alance as o f 1/1/11 (auto matic o ptio n) 4/26/2004 21.22 — 4,000 — — — — (auto matic o ptio n) 5/3/2005 17.28 — 4,000 — — — — (auto matic o ptio n) 4/7/2006 27.70 — 4,000 4,000 4,000 $ — 4,000 24,000 4,000 4,000 4,000 7/5/2006 23.87 — — — — — — — 1,047 1,047 10/3/2006 22.32 — — 4,480 1,008 — — — 1,121 6,609 12/29/2006 27.45 — — 3,643 820 — — — 911 5,374 2/16/2007 37.96 42,299 — — — — — — — 42,299 3/30/2007 38.04 — — 2,629 592 — — — 657 3,878 6/30/2007 50.95 — — 1,963 442 — — — 491 2,896 9/28/2007 60.54 — — 1,652 — — — 1,487 413 3,552 12/27/2007 66.41 — — 1,506 — — — 1,356 — 2,862 3/19/2008 50.08 — — 1,997 — — — 1,798 — 3,795 6/2/2008 48.12 10,574 — — — — — — — 10,574 6/17/2008 42.51 — — 2,353 — — — 2,118 — 4,471 9/15/2008 29.58 — — — — — — 3,043 — 3,043 4/30/2009 13.58 57,015 — — — — — — — 57,015 9/15/2009 18.23 — — — — — — 3,761 — 3,761 12/14/2009 24.74 — — — — — — 4,648 — 4,648 — — — — — — 4,333 — 4,333 — — — — — — — 93,391 3/11/2010 26.54 4/30/2010 31.69 6/9/2010 22.95 — — — — — — 5,011 — 5,011 9/7/2010 32.30 — — — — — — 3,560 — 3,560 203,279 12,000 24,223 6,862 4,000 35,115 8,640 294,119 49,341 12,000 24,223 6,862 4,000 35,115 8,640 140,181 153,938 — — — — — — — 153,938 — — — — — — 3,101 — 3,101 — — — — — — 3,101 — 3,101 4,000 B eginning To tal – Vested/No t Exercised – No t Vested 93,391 To tal Optio ns Granted in 2011 12/28/2011 37.09 2011Sub-To tal Optio ns Exercised in 2011 To tal Optio ns Exercised 2011 4/26/2004 21.22 — 4,000 — — — — — — 4/7/2006 27.70 — — — — — — 4,000 — 4,000 2/16/2007 37.96 42,299 — — — — — — 42,299 9/15/2008 25.58 — — — — — — 4/30/2009 13.58 28,503 — — — — — — — — — — — 3,761 — 3,761 — — — — — 4,648 — 4,648 4,333 3,043 — 3,403 — 28,503 9/15/2009 18.23 12/14/2009 24.74 3/11/2010 26.54 — — — — — — 4,333 — 6/9/2010 22.95 — — — — — — 5,011 — 5,011 70,802 4,000 — — — — 24,796 — 99,598 Clo sing B alance as o f 12/31/2011 132,477 8,000 24,223 6,862 — 4,000 13,420 8,640 197,622 – Vested/No t Exercised 41,704 8,000 24,223 6,862 — 4,000 13,420 8,640 106,849 No t Vested 90,773 — — — — — — — 90,773 Clo sing To tal The following table summarizes outstanding performance share units held by directors with respect to which vesting has not yet occurred: 93 80051616 M 7389676 / 1 Grant Date Price Beginning Balance as of January 1, 2011 Total Beginning Balance—Not Vested ................................................................................. 09/30/2010 $ 34.74 Shares Forfeited ......................................................................................................... $ 34.74 09/30/2010 Ending Balance as of December 31, 2011—Not Vested...................................................... Harold Boyanovsky 100,000 (60,000) 40,000 Executive Officers’ Compensation The aggregate amount of compensation paid to or accrued for executive officers that held office during 2011 was approximately $8.7 million, including $600,000 of pension and similar benefits paid or set aside by CNH. 10. Guarantees The Company fully, unconditionally and irrevocably guarantees approximately $3.0 billion of outstanding debt securities issued by its wholly owned Subsidiaries. 11. Commitments and contingencies CNH and its subsidiaries are party to various legal proceedings in the ordinary course of business, including product liability, product warranty, environmental, asbestos, dealer disputes, disputes with suppliers and service providers, workers compensation, patent infringement, and customer and employment matters. Although the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, the Company believes the reasonable possible range of losses for these unresolved legal actions in addition to the amounts accrued would not have a material effect on its financial statements. Environmental Pursuant to the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH has received inquiries for information or notices of its potential liability regarding 52 non-owned sites at which regulated materials allegedly generated by us were released or disposed (“Waste Sites”). Of the Waste Sites, 18 are on the National Priority List (“NPL”) promulgated pursuant to CERCLA. For 47 of the Waste Sites, the monetary amount or extent of the Company’s liability has either been resolved; it has not been named as a potentially responsible party (“PRP”); or its liability is likely de minimis. In September, 2004, the United States Environmental Protection Agency ( EPA”) proposed listing the Parkview Well Site in Grand Island, Nebraska on the NPL. Within its proposal the EPA discussed two alleged alternatives, one of which identified historical on-site activities that occurred during prior ownership at CNH America’s Grand Island manufacturing plant property as a possible contributing source of area groundwater contamination. CNH America filed comments on the proposed listing which reflected its opinion that the data does not support the EPA’s reliance on the Grand Island facility as a potential basis for listing. In April, 2006, the EPA finalized the listing. After subsequent remedial investigations were completed by the EPA and the Company in 2006, the EPA advised that it will proceed with a remediation funded by the Federal Superfund without further participation by CNH. The U.S. EPA continues to search for PRPs other than CNH. In December, 2004, a toxic tort suit was filed by area residents against CNH, certain of its subsidiaries including CNH America, and prior owners of the property. While the outcome of this proceeding is uncertain, CNH believes that it has strong legal and factual defenses, and will vigorously defend this lawsuit. Because estimates of remediation costs are subject to revision as more information becomes available about the extent and cost of remediation and because settlement agreements can be reopened under certain circumstances, the Company’s potential liability for remediation costs associated with the 52 Waste Sites could change. Moreover, because liability under CERCLA and similar laws can be joint and several, CNH could be required to pay amounts in excess of its pro rata share of remediation costs. However, when appropriate, the financial strength of other PRPs has been considered 94 80051616 M 7389676 / 1 in the determination of the Company’s potential liability. CNH believes that the costs associated with the Waste Sites will not have a material effect on the Company’s business, financial position or results of operations. The Company is conducting environmental investigatory or remedial activities at certain properties that are currently or were formerly owned and/or operated or which are being decommissioned. The Company believes that the outcome of these activities will not have a material adverse effect on its business, financial position or results of operations. The actual costs for environmental matters could differ materially from those costs currently anticipated due to the nature of historical handling and disposal of hazardous substances typical of manufacturing and related operations, the discovery of currently unknown conditions, and as a result of more aggressive enforcement by regulatory authorities and changes in existing laws and regulations. As in the past, CNH plans to continue funding its costs of environmental compliance from operating cash flows. Based upon information currently available, the Company estimates its subsidiaries' potential environmental liabilities including remediation, decommissioning, restoration, monitoring, and other closure costs associated with current or formerly owned or operated facilities, the Waste Sites, and other claims to be in the range of $29 million to $87 million. Investigation, analysis and remediation of environmental sites is a time consuming activity. The Company expects such costs to be incurred and claims to be resolved over an extended period of time which could exceed 30 years for some sites. As of December 31, 2011 and 2010, environmental reserves of approximately $46 million and $50 million, respectively, were established to address these specific estimated potential liabilities. Such reserves are undiscounted and do not include anticipated recoveries, if any, from insurance companies. Product Liability Product liability claims against CNH arise from time to time in the ordinary course of business. There is an inherent uncertainty as to the eventual resolution of unsettled claims. However, in the opinion of management, any losses with respect to these existing claims will not have a material adverse effect on CNH’s financial position or its results of operations. Other Litigation Yolton: In December 2002 six individuals acting on behalf of a purported class filed a lawsuit, Gladys Yolton, et al. v. El Paso Tennessee Pipeline Co. and Case Corporation, styled as a class action, in the Federal District Court for the Eastern District of Michigan against El Paso Tennessee Pipeline Co. (formerly Tenneco Inc., “El Paso”) and Case, LLC (now known as CNH America LLC, “CNH”). The lawsuit alleged breach of contract and violations of various provisions of the Employee Retirement Income Security Act and Labor Management Relations Act arising due to alleged changes in health insurance benefits provided to employees of the Tenneco Inc. agriculture and construction equipment business who retired before selected assets of that business were transferred to CNH in June 1994. El Paso administers the health insurance programs for these retirees. An agreement had been reached with the UAW capping the premium amounts that El Paso would be required to pay. Any amount above the cap limit would be the responsibility of the retirees. In 1998, in exchange for a release of all further liability for above-cap costs, CNH contributed $28 million to a Voluntary Employee’s Beneficiary Association (“VEBA”) to help defray the retirees’ above-cap costs. The lawsuit arose after El Paso notified the retirees that the VEBA funds were exhausted and the retirees thereafter would be required to pay the premiums above the cap amounts. The plaintiffs also filed a motion for preliminary injunction in March 2003, asking the district court to order El Paso and/or CNH to pay the above-cap amounts. On March 9, 2004, based on an “alter ego” theory, the district court held that CNH was liable and ordered that CNH pay the above-cap health insurance benefits. CNH filed a motion for reconsideration and a motion for stay, both of which the district court denied on June 3, 2004. CNH and El Paso appealed to the Sixth Circuit Court of Appeals, but the Sixth Circuit affirmed the district court’s decision. El Paso and CNH each filed a petition for a writ of certiorari seeking review by the U.S. Supreme Court. On November 6, 2006 the U.S. Supreme Court denied El Paso’s and CNH’s petitions and the matter was returned to the district court. After extensive discovery, El Paso and the plaintiffs filed summary judgment motions. CNH filed a summary judgment motion on the “alter ego” and VEBA release issues. On March 7, 2008, the district court entered several orders. First it denied El Paso’s motion for summary judgment with respect to the benefits vesting issue, and granted plaintiff’s summary judgment motion with respect to liability. The court also denied CNH’s motion for summary judgment with respect to the “alter ego” basis of liability, effectively ruling for the plaintiffs on that issue. The court denied CNH’s motion for summary judgment on the VEBA release issue. The VEBA 95 80051616 M 7389676 / 1 release issue was tried the week of January 26, 2009. On October 27, 2009, the court ruled against CNH on the VEBA release issue. In conjunction with the above litigation, CNH filed a summary judgment motion with the district court asking the court to enforce the terms of a Reorganization Agreement, which CNH contended obligated El Paso to defend CNH and indemnify it for all expenses and losses arising from this lawsuit. The court granted that motion and the decision has been upheld on appeal by the Sixth Circuit Court of Appeals. Based on CNH’s rights to indemnification under the Reorganization Agreement now being final, CNH and El Paso reached a settlement, whereby El Paso fully repaid CNH the amounts previously paid to the retirees and committed to pay CNH’s costs in litigating the “alter ego” issue and the VEBA release issue going forward. In November 2011, the district court approved a settlement of the Yolton case. The settlement agreement between plaintiffs and El Paso provides that El Paso will pay certain retiree benefits to the class and that the benefits are guaranteed by El Paso’s corporate parent, EI Paso Corporation, who is obligated to provide security for its guaranty in the event its debt falls below investment grade. However, CNH could be responsible for certain payments and obligations in the future if the El Paso entities default on their obligations under the settlement. In connection with the final approval of the Yolton case, CNH agreed to dismiss its lawsuit against the UAW. CNH can reinitiate its claims if certain events and defaults occur under the Yolton settlement. On October 17, 2011, it was announced that El Paso Corporation would be acquired by Kinder Morgan Inc. The acquisition is not expected to affect the El Paso entities’ performance or guarantees of their settlement obligations. Despite the fact that El Paso has been finally determined to be financially responsible for the benefits which the plaintiffs seek, CNH could be exposed to losses if El Paso and its corporate parent(s) at some future time are unable to fulfill their indemnification obligations to CNH under the Reorganization Agreement. CNH is unable to quantify the amount of the health care obligations and cannot estimate the possible loss or range of losses on this matter as El Paso administers the health care plan. It is possible that such losses could be material. ACT: Three of CNH’s subsidiaries, New Holland Limited, New Holland Holding Limited and CNH (U.K.) Limited (together “CNH U.K.”), are claimants in group litigation (Class 2 and Class IV) against the Inland Revenue of the United Kingdom (“Revenue”) arising out of the discrimination under EU law in the advance corporation tax (“ACT”) regime operated by the Revenue between 1974 and 1999. The test claimant, Pirelli, was unsuccessful in both the High Court and the Court of Appeal during 2010 on the Class 2 and Class IV arguments, with no granting of an appeal to the Supreme Court allowed by the Court of Appeal. The judgment in the Court of Appeal is therefore final. In December 2010 CNH UK repaid all monies received from the Revenue. The total repayment to the Revenue by CNH UK was £24.7 million including simple interest. As CNH UK had already provided in full for these repayments no further adverse impact on the results of CNH UK arose. Oil for Food: In February 2006, Fiat S.p.A. received a subpoena from the SEC Division of Enforcement with respect to a formal investigation entitled In the Matter of Certain Participants in the Oil for Food Program. This subpoena requested documents relating to certain Fiat S.p.A. and CNH-related entities with respect to matters relating to the United Nations Oil-for-Food Program with Iraq (the “OFF Program”). A substantial number of companies, including certain CNH subsidiaries, were mentioned in the “Report of the Independent Inquiry Committee into the United Nations Oil-for-Food Programme” issued in October 2005 (the “Report”). The Report alleged that these companies engaged in transactions under the OFF Program that involved inappropriate payments. There are two CNH subsidiaries named in the Report: CNH Italia S.p.A. and Case France (now known as CNH France). On December 22, 2008, Fiat and CNH reached a settlement with the SEC and U.S. Department of Justice (“DOJ”) to resolve potential civil and criminal claims arising from their subsidiaries’ participation in the OFF Program. Under the terms of the settlement, Fiat and CNH collectively agreed to pay a $7.0 million criminal penalty, a $3.6 million civil penalty, and disgorgement of $5.3 million in profits (plus $1.9 million in prejudgment interest). Fiat paid these amounts in early January 2009 and CNH reimbursed Fiat an amount of $8.3 million. CNH neither admitted nor denied the allegations of the SEC, but agreed to be enjoined from violating certain provisions of federal law in the future. As part of the DOJ settlement, criminal complaints were filed against CNH Italia and CNH France, charging them with conspiracy to violate the books and records provisions of the U.S. Foreign Corrupt Practices Act (“FCPA”). Pursuant to a deferred prosecution agreement entered on the same date, the DOJ agreed to drop these charges upon the expiration of a three-year term, provided CNH meets certain obligations such as cooperating with the DOJ and maintaining an adequate FCPA compliance program. The DOJ is in the process of dropping these charges as the deferred prosecution agreement has expired. 96 80051616 M 7389676 / 1 Cheron: In connection with a logistics Services Agreement among CNH Global N.V., PGN Logistics Ltd. (“PGN”) and certain affiliated companies, PGN entered into a subcontract with Transport Cheron N.V. (“Cheron”). The subcontract was signed by Cheron and by PGN purportedly “in the name and on behalf of” CNH Global N.V. (“CNH Global”). CNH Global contends that it is not a party to the subcontract and that PGN was not authorized to sign the subcontract on its behalf. In early 2005 and as a result of the termination of the Services Agreement Cheron filed suit in the District Court in Haarlem, the Netherlands against both PGN and CNH Global for breach of the subcontract and for preliminary relief. In March 2005 the district court issued an order requiring CNH Global to pay €1.5 million ($2.4 million) to Cheron as a preliminary payment of lost profit damages. CNH Global appealed this decision to the Court of Appeals in Amsterdam, and, on November 24, 2005, the Court of Appeals rendered its decision in effect holding that liability had not been demonstrated with a degree of certainty sufficient to warrant a preliminary award of damages. At that point, the matter returned to the district court for a determination of liability. On September 24, 2008, the district court issued its interim award with respect to liability. The district court held that CNH Global is liable under the subcontract for damages that Cheron suffered as a result of the alleged breach of the subcontract. Cheron has alleged damages in the amount of approximately €21 million ($34 million). CNH Global believes that the damages alleged by Cheron are improperly calculated and, as a result, are materially overstated. Moreover, CNH Global believes the district court interim award with respect to liability is incorrect. The damages phase of the case is currently pending. On July 14, 2010 the District Court in Haarlem issued an interim judgment on damages in effect rejecting Cheron’s arguments in favor of a materially longer time period during which lost profit damages accrued. CNH continues to believe Cheron’s damages claim is materially inflated and unsustainable and will vigorously defend this matter. Management has considered relevant facts in connection with this matter and has established what it believes to be a reasonable accrual. It is possible that the actual loss may exceed the amount accrued but, in the Company’s view, any such excess is unlikely to be material. Ligon: On February 5, 2009, a lawsuit was filed by Ligon Capital LLC and HTI LLC (a former CNH supplier) against CNH America LLC. Plaintiffs allege fraudulent suppression and breach of contract resulting from termination of HTI as a CNH supplier in June 2008. Ligon and HTI claim that CNH defrauded them by failing to disclose plans to source from other suppliers and induced Ligon to purchase and process unique components to fulfill CNH’s forecasted hydraulic cylinder orders. The case was tried in Birmingham, AL in December 2011. At trial, plaintiffs sought $9.5 million in compensatory damages consisting of unpurchased inventory, capital improvements, expedited freight charges and overtime allegedly incurred to meet CNH’s forecasted orders, and lost profits. Plaintiffs also sought punitive damages of $25 million. CNH argued at trial that, in the absence of an express contract, it had no duty to disclose its plans to source from other suppliers and any reliance upon forecasted orders (as opposed to firm orders) was unreasonable, because forecasted orders were subject to modification and cancellation. CNH also disputed the amount of alleged damages as being overstated and vigorously defended the case before and during trial. On December 16, 2011, the jury returned its verdict, finding for CNH on the breach of contract claim and for plaintiffs on the fraudulent suppression claim. The jury awarded plaintiffs $3.8 million in compensatory damages and $7.6 million in punitive damages. CNH has filed for post-trial relief as to the verdict and the damages awards. Management has considered relevant facts in connection with this matter and has established what it believes to be a reasonable accrual. Liability statements CNH has affirmed that it will provide ongoing financial support to the following subsidiaries: CNH Italia S.p.A. CNH Baumaschinen GmbH New Holland Tractor Ltd. N.V. CNH Deutschland GmbH New Holland Kobelco Construction Machinery S.p.A. New Holland Holding Ltd. Steyr Center Nord GmbH 97 80051616 M 7389676 / 1 11. Accountant fees and services Ernst & Young LLP, the member firms of Ernst & Young and their respective affiliates (collectively, the “Ernst & Young Entities”) were appointed to serve as CNH's independent registered public accounting firm for the year ended December 31, 2011. Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, the “Deloitte Entities”) were appointed to serve as our independent registered public accounting firm for the year ended December 31, 2010. We incurred the following fees from the Ernst & Young Entities and the Deloitte Entities for professional services for the years ended December 31, 2011 and 2010, respectively: Audit Fees 2011 2010 $4,893,000 $8,078,000 1,575,200 1,557,000 330,000 12,000 $6,798,200 $9,647,000 Audit-Related Fees Tax Fees Total The fees incurred from Ernst & Young Netherlands for the 2011 audit of CNH Global N.V. were approximately $16,000. The fees incurred from Deloitte Netherlands for the 2010 audit of the CNH Global N.V. corporate financial statements were approximately $30,000. 12. Major subsidiaries Below is a list of major subsidiaries directly or indirectly owned by CNH as of December 31, 2011. Company Name Country Banco CNH Capital S.A. Brazil 100 BLI Group, Inc. USA 100 Blue Leaf I.P., Inc. USA 100 Blue Leaf Insurance Company USA 100 Case Brazil Holdings, Inc. USA 100 Case Canada Receivables, Inc. Canada (Alberta) 100 Case Construction Equipment, Inc. USA 100 Case Construction Machinery (Shanghai) Co., Ltd. China 100 Case Credit Holdings Limited USA 100 Case Dealer Holding Company LLC USA 100 Case Equipment Holdings Limited USA 100 Case Equipment International Corporation USA 100 Case Europe S.a.r.l. France 100 98 80051616 M 7389676 / 1 Percentage Company Name Country Percentage Case Harvesting Systems GmbH Germany 100 Case IH Agricultural Equipment, Inc. USA 100 Case IH Machinery Trading (Shanghai) Co. Ltd. China 100 Case India Limited USA 100 Case International Marketing, Inc. USA 100 Case LBX Holdings, Inc. USA 100 Case New Holland Construction Equipment (India) Private LimitedIndia 100 Case New Holland Inc. USA 100 Case New Holland Machinery (Harbin) Limited China 100 Case United Kingdom Limited United Kingdom 100 CNH Administradora de Serviços Ltda. Brazil 100 CNH America LLC USA 100 CNH Argentina S.A. Argentina 100 CNH Asian Holding Limited N.V. Belgium 100 CNH Australia Pty Limited Australia 100 CNH Baumaschinen GmbH Germany 100 CNH Belgium N.V. Belgium 100 CNH Canada, Ltd. Canada (Ontario) 100 CNH Capital America LLC USA 100 CNH Capital Australia Pty Limited Australia 100 CNH Capital Benelux N.V. Belgium 100 CNH Capital Canada Insurance Agency Ltd. Canada (Alberta) 100 CNH Capital Canada Ltd. Canada (Alberta) 100 CNH Capital Equipment Loan and Lease Facility LLC USA 100 CNH Capital Insurance Agency Inc. USA 100 CNH Capital Finance LLC USA 100 CNH Capital LLC USA 100 99 80051616 M 7389676 / 1 Company Name Country CNH Capital Operating Lease Equipment Receivables LLC USA 100 CNH Capital Receivables LLC USA 100 CNH Capital U.K. Ltd. United Kingdom 100 CNH Componentes, S.A. de C.V. Mexico 100 CNH Danmark A/S Denmark 100 CNH Deutschland GmbH Germany 100 CNH Engine Corporation USA 100 CNH Europe Holding S.A. Luxembourg 100 CNH Financial Services A/S Denmark 100 CNH Financial Services GmbH Germany 100 CNH Financial Services S.A.S. France 100 CNH France France 100 CNH International S.A. Switzerland 100 CNH Italia S.p.A. Italy 100 CNH Latin America Ltda. Brazil 100 CNH Maquinaria Spain, S.A. Spain 100 CNH Osterreich GmbH Austria 100 CNH Polska Sp. z o.o. Poland 100 CNH Portugal Comercio de Tractores e Maquinas Agricolas, Ltda. Portugal 100 CNH Receivables LLC USA 100 CNH Services S.r.l Italy 100 CNH Services (Thailand) Limited. Thailand 100 CNH (Shanghai) Equipment R&D Co., Ltd. China 100 CNH Trade N.V. The Netherlands 100 CNH U.K. Limited United Kingdom 100 CNH Wholesale Receivables LLC USA 100 100 80051616 M 7389676 / 1 Percentage Company Name Country Farmers New Holland, Inc. USA 100 Farmpower Pty. Limited. Australia 100 Fermec North America, Inc. USA 100 Fiatallis North America LLC USA 100 Fiat Switzerland S.A. Switzerland 100 Flagship Dealer Holding Company, LLC USA 100 Flexi-Coil (U.K.) Limited United Kingdom 100 HFI Holdings, Inc. USA 100 International Harvester Company USA 100 J.I. Case Company Limited United Kingdom 100 Limited Liability Company “CNH Parts and Service Operations” Russia 100 MBA AG Switzerland 100 New Holland Agricultural Equipment S.p.A. Italy 100 New Holland Australia Pty Ltd Australia 100 New Holland Construction Equipment S.p.A. Italy 100 New Holland Credit Company, LLC USA 100 New Holland Excavator Holdings LLC USA 100 New Holland Holding Limited United Kingdom 100 New Holland Holding (Argentina) S.A. Argentina 100 New Holland Ltd. United Kingdom 100 New Holland Tractor Ltd. N.V. Belgium/U.K. 100 O&K Hilfe GmbH Germany 100 Pryor Foundry, Inc. USA 100 Receivables Credit II Corporation Canada (Alberta) 100 Steyr Center Nord GmbH Austria 100 Sunrise Tractor & Equipment Inc. USA 100 101 80051616 M 7389676 / 1 Percentage Company Name Country New Holland Fiat (India) Pvt. Ltd. India 96 New Holland Kobelco Construction Machinery S.p.A. Jackson New Holland, Inc. Italy 96 USA 94 Mid State New Holland, Inc. USA 88 Northside New Holland, Inc. USA 70 Kobelco Construction Machinery America LLC USA 65 Shanghai New Holland Agricultural Machinery Corporation Limited UzCaseMash LLC China 60 Uzbekistan 60 Ridgeview New Holland, Inc. USA 57 CNH-KAMAZ Commercial B.V. The Netherlands 51 LLC CNH-KAMAZ Commerce Russia 51 UzCaseagroleasing LLC Uzbekistan 51 UzCaseService LLC Uzbekistan 51 UzCaseTractor LLC Uzbekistan 51 102 80051616 M 7389676 / 1 Percentage OTHER INFORMATION 1) INDEPENDENT AUDITOR'S REPORT The report of the Company’s independent auditor, Ernst & Young Accountants, LLP, is set forth following this Annual Report. 2) APPROPRIATION OF PROFIT According to article 20 of the Articles of Association of CNH Global NV the Company’s shareholders may establish reserves out of its annual profits at a general meeting of shareholders, subject to a proposal of its board of directors. The shareholders have discretion as to the use of that portion of the Company’s annual profits remaining after the establishment of reserves and payment of dividends on the preference shares, if any, for distribution of dividends on the ordinary shares only. The Board of Directors may recommend to the shareholders that they resolve at the annual general meeting that the Company pay dividends out of its share premium account or out of any other reserve available for shareholder distributions under Dutch law, provided that payment from reserves may only be made to the shareholders who are entitled to the relevant reserve upon its dissolution. However, the Company may not pay dividends if the payment would reduce shareholders’ equity to an amount less than the aggregate share capital plus required statutory reserves. The Board of Directors may resolve that the Company pay interim dividends, but the payments are also subject to these statutory restrictions. If a shareholder does not collect any cash dividend or other distribution within six years after the date on which it became due and payable, the right to receive the payment reverts to the Company. At any general meeting of shareholders, the Company’s shareholders may declare dividends in the form of cash (in U.S. Dollars), ordinary shares or a combination of both. In the event of dissolution or liquidation, whatever remains of the Company’s equity after all its debts have been discharged will be distributed to the holders of ordinary shares in proportion to the aggregate nominal amount of their ordinary shares. The 2011 annual report is approved at the general meeting of shareholders held on April 3, 2012. The general meeting of shareholders has determined the appropriation of profit in accordance with the proposal being made by the Board of Directors not to declare any dividend in 2012. The Board of Directors proposes, awaiting the decision of the shareholders, that the result for the financial year 2011 amounting to $1,038 million should be transferred to reserves without payment of dividend. 103 80051616 M 7389676 / 1 INDEPENDENT AUDITOR'S REPORT To: shareholders of CNH Global N.V. Report on the financial statements We have audited the accompanying financial statements 2011 of CNH Global N.V., Amsterdam. The financial statements include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as of December 31, 2011, the consolidated statements of income and comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise the company balance sheet as of December 31, 2011 the company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information. Management's responsibility Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of CNH Global N.V. as of December 31, 2011 its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. 104 80051616 M 7389676 / 1 Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of CNH Global N.V. as of December 31, 2011 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Rotterdam, April 2, 2012 Ernst & Young Accountants LLP /s/ J.J.J. Sluijter 105 80051616 M 7389676 / 1