<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
                                   FORM 20-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                                       OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 1-14528

                                CNH GLOBAL N.V.
             (Exact name of registrant as specified in its charter)

                           KINGDOM OF THE NETHERLANDS
                        (State or other jurisdiction of
                         incorporation or organization)

                     WORLD TRADE CENTER, AMSTERDAM AIRPORT
                              TOWER B, 10TH FLOOR
                             SCHIPHOL BOULEVARD 217
                               1118 BH AMSTERDAM
                                THE NETHERLANDS
                    (Address of principal executive offices)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<Table>
<Caption>
                                                                                    NAME OF EACH EXCHANGE
                  TITLE OF EACH CLASS                                                ON WHICH REGISTERED
                  -------------------                                               ---------------------
<S>                                                                                 <C>
Common Shares, par value E0.45                                                            New York
</Table>

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

 SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
                                OF THE ACT: NONE

     Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report: 277,100,298 Common Shares

     Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days. [X]

     Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17 [ ] or Item 18 [X].

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<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
                                   PART I

Item 1.   Identity of Directors, Senior Management and Advisers.......    5
Item 2.   Offer Statistics and Expected Timetable.....................    5
Item 3.   Key Information.............................................    5
Item 4.   Information on the Company..................................   15
Item 5.   Operating and Financial Review and Prospects................   47
Item 6.   Directors, Senior Management and Employees..................   81
Item 7.   Major Shareholders and Related Party Transactions...........   88
Item 8.   Financial Information.......................................   90
Item 9.   The Offer and Listing.......................................   90
Item 10.  Additional Information......................................   91
Item 11.  Quantitative and Qualitative Disclosures About Market         101
          Risk........................................................
Item 12.  Description of Securities Other than Equity Securities......  104

                                  PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies.............  104
Item 14.  Material Modifications to the Rights of Security Holders and  104
          Use of Proceeds.............................................
Item 15.  [Reserved]..................................................  104
Item 16.  [Reserved]..................................................  104

                                  PART III

Item 17.  Financial Statements........................................  104
Item 18.  Financial Statements........................................  104
Item 19.  Exhibits....................................................  104
Index to Financial Statements.........................................  F-1
</Table>

                                        2
<PAGE>

            PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

     CNH Global N.V., formerly New Holland N.V., is incorporated in The
Netherlands under Dutch law.

     CNH combines the operations of New Holland and Case Corporation as a result
of their business merger on November 12, 1999. Effective with the closing of the
merger, we changed our name to CNH Global N.V. As used in this report, "CNH"
refers to CNH Global N.V. and its consolidated subsidiaries. In addition, "CNH"
may refer to New Holland N.V. for financial information prior to the merger.

     As of April 30, 2002, Fiat S.p.A. owned approximately 84.6% of CNH's common
shares. Fiat is one of the largest industrial groups in the world with major
operations in auto making components, capital equipment, space, insurance,
publishing and other sectors.

     CNH has prepared its annual consolidated financial statements in accordance
with generally accepted accounting principles in the United States or U.S. GAAP,
and certain reclassifications have been made to conform the historical New
Holland financial statements to the CNH presentation. The accompanying financial
statements reflect the historical operating results of CNH, including the
results of operations of Case since the merger date. CNH has prepared its
consolidated financial statements in U.S. Dollars and, unless otherwise
indicated, all financial data set forth in this report is expressed in U.S.
Dollars.

     Certain financial information in this report has been presented separately
by geographic area. CNH defines its geographic areas as (1) North America, (2)
Western Europe, (3) Latin America and (4) Rest of World. As used in this report,
all references to "North America," "Western Europe," "Latin America" and "Rest
of World" are defined as follows:

     -  North America -- United States and Canada.

     -  Western Europe -- Austria, Belgium, Denmark, Finland, France, Germany,
        Greece, Iceland, Ireland, Italy, Luxembourg, The Netherlands, Norway,
        Portugal, Spain, Sweden, Switzerland and the United Kingdom.

     -  Latin America -- Mexico, Central and South America, and the Caribbean
        Islands.

     -  Rest of World -- Those areas not included in North America, Western
        Europe and Latin America, as defined above.

     Certain market and share information in this report has been presented as
"worldwide," which includes all countries, with the exception of India and
China. In this report, management estimates of market share information are
generally based on registrations of equipment in most of Europe and on retail
data collected by a central information bureau from equipment manufacturers in
North America, as well as on shipment data collected by an independent service
bureau. Not all agricultural and construction equipment is registered, and
registration data may thus underestimate actual retail demand. In many
countries, there may also be a period of time between the delivery, sale and
registration of a vehicle; as a result, delivery or registration data for a
particular period may not correspond directly to retail sales in such a period.

                                 *  *  *  *  *

                                        3
<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This report includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
report, including statements regarding our competitive strengths, business
strategy, future financial position, budgets, projected costs and plans and
objectives of management, are forward-looking statements. These statements may
include terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "continue," or similar terminology.

     Our outlook is predominantly based on our interpretation of what we
consider key economic assumptions and involves risks and uncertainties that
could cause actual results to differ. Crop production and commodity prices are
strongly affected by weather and can fluctuate significantly. Housing starts and
other construction activity are sensitive to interest rates and government
spending. Some of the other significant factors for us include general economic
and capital market conditions, the cyclical nature of our business, customer
buying patterns and preferences, foreign currency exchange rate movements, our
hedging practices, our and our customers' access to credit, political
uncertainty and civil unrest in various areas of the world, pricing, product
initiatives and other actions taken by competitors, disruptions in production
capacity, excess inventory levels, the effect of changes in laws and regulations
(including government subsidies and international trade regulations),
technological difficulties, changes in environmental laws, employee and labor
relations, energy prices, real estate values, animal diseases, crop pests,
harvest yields, government farm programs and consumer confidence, housing starts
and construction activity, concerns related to modified organisms and fuel and
fertilizer costs. Additionally, our achievement of the anticipated benefits of
the merger of New Holland and Case, including the realization of expected annual
operating synergies, depends upon, among other things, industry volumes as well
as our ability to integrate effectively the operations and employees of New
Holland and Case, and to execute our multiple brand strategy. Further
information concerning factors that could significantly impact expected results
is included in the following sections of this Form 20-F: "Item 3. Key
Information;" "Item 4. Information on the Company -- CNH Business Strategy,"
"-- Competition," "-- Seasonality and Production Schedules" and
"-- Environmental Matters;" "Item 5. Operating and Financial Review and
Prospects;" and "Item 6. Directors, Senior Management and Employees --
Employees."

     We can give no assurance that the expectations reflected in our
forward-looking statements will prove to be correct. Our actual results could
differ materially from those anticipated in these forward-looking statements.
All written and oral forward-looking statements attributable to us are expressly
qualified in their entirety by the factors we disclose that could cause our
actual results to differ materially from our expectations. We undertake no
obligation to update or revise publicly any forward-looking statements.

                                        4
<PAGE>

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.

ITEM 3. KEY INFORMATION

     A. SELECTED FINANCIAL DATA.

     The financial data set forth below at December 31, 2001 and 2000, and for
the years ended December 31, 2001, 2000 and 1999, have been derived from the
audited consolidated financial statements of CNH included herein. Financial data
at December 31, 1999, 1998, and 1997, and for the years ended December 31, 1998
and 1997, have been derived from our published financial statements.

     CNH has presented the selected historical financial data as of and for each
of the five years ended December 31, 2001 in accordance with U.S. GAAP, and
certain reclassifications have been made to conform the historical financial
statements to the 2001 presentation.

     CNH acquired Case on November 12, 1999, which approximately doubled the
annual revenues and asset base of CNH. The accompanying selected financial data
reflects the historical operating results of CNH, including the results of
operations of Case since November 12, 1999. As a result of this acquisition, the
historical financial statements may not be comparable from year to year.

<Table>
<Caption>
                                                         FOR THE YEAR ENDED DECEMBER 31,
                                             --------------------------------------------------------
                                               2001        2000        1999        1998        1997
                                             --------    --------    --------    --------    --------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                        (SHARES OUTSTANDING IN THOUSANDS)
<S>                                          <C>         <C>         <C>         <C>         <C>
STATEMENTS OF OPERATIONS DATA:
Revenues:
Net sales..................................  $  9,030    $  9,337    $  5,949    $  5,474    $  5,798
Finance and interest income................       685         704         324         223         193
                                             --------    --------    --------    --------    --------
     Total revenues........................     9,715      10,041       6,273       5,697       5,991
                                             ========    ========    ========    ========    ========
Net income (loss)..........................  $   (332)   $   (381)   $    148    $    258    $    388
                                             ========    ========    ========    ========    ========
Per share data:
  Basic earnings (loss) per share..........  $  (1.20)   $  (1.79)   $   0.99    $   1.73    $   2.60
  Diluted earnings (loss) per share........     (1.20)      (1.79)       0.97        1.73        2.60
Cash dividends declared per common share...      0.10        0.55        0.55        0.55        0.55
BALANCE SHEET DATA (AS OF YEAR END):
Total assets...............................  $ 17,212    $ 17,577    $ 17,678    $  7,296    $  6,330
Long-term debt, including current
  maturities...............................     6,646       5,539       4,558       1,011         651
Shareholders' equity.......................     1,909       2,514       1,710       1,784       1,621
Common Shares E0.45 par value..............       143         143          88          88          88
Shares outstanding.........................   277,100     277,175     149,660     149,000     149,000
</Table>

     B. CAPITALIZATION AND INDEBTEDNESS.

     Not applicable.

     C. REASONS FOR THE OFFER AND USE OF PROCEEDS.

     Not applicable.

                                        5
<PAGE>

     D. RISK FACTORS.

RISKS RELATED TO OUR BUSINESS, STRATEGY AND OPERATIONS

     WE MAY NOT FULLY REALIZE, OR REALIZE WITHIN THE ANTICIPATED TIME FRAME, THE
     ANTICIPATED BENEFIT OF THE MERGER OF NEW HOLLAND AND CASE.

     CNH combines the operations of New Holland and Case as a result of their
merger on November 12, 1999. A key strategic objective of the merger is the
realization of at least $600 million in expected profit improvements by year-end
2003. We have already achieved approximately $433 million of annual profit
improvements in 2001 as compared to the base levels of revenues and costs
incurred in the combined operations of New Holland and Case for the full year
1999. In addition, our goal is to achieve an additional $250 million in annual
merger-related and other profit improvements by year-end 2005, relating mainly
to savings in materials costs and rationalization of our plants and parts
depots. Our ability to realize at least the remaining $167 million of
merger-related profit improvements by year-end 2003 or our goal of an additional
$250 million of merger-related and other profit improvements by year-end 2005
depends on, among other things, our ability to complete the following
cost-containment initiatives:

     -  Reduction of manufacturing cost -- Through February 2002, we have
        divested, closed or reconfigured approximately 15 plants and eight parts
        depots in order to concentrate production in lower-cost plants and
        increase capacity utilization. We are in the process of closing or
        reconfiguring six more plants. In addition, we need to complete our
        plans for outsourcing non-core manufacturing activities.

     -  Rationalization of supplier base -- We have undertaken a project to
        rationalize our supplier base, reducing the number of our suppliers from
        over 6,000 to approximately 3,000 by 2004. By the end of 2001, we had
        reduced the number of our suppliers to approximately 5,100.

     Our failure to complete these initiatives could cause us not to realize
fully our anticipated profit improvements, which could weaken our competitive
position and adversely affect our financial condition and results of operations.

     OUR SUCCESS DEPENDS ON THE IMPLEMENTATION OF NEW PRODUCT INTRODUCTIONS,
     WHICH WILL REQUIRE SUBSTANTIAL EXPENDITURES.

     Our long-term results depend upon our ability to introduce and market new
products successfully. The success of our new products will depend on a number
of factors, including:

     -  the economy;

     -  competition;

     -  customer acceptance; and

     -  the strength of our dealer networks.

     As both we and our competitors continuously introduce new products or
refine versions of existing products, we cannot predict the market shares our
new products will achieve. Over the next few years, we expect that new products
will generate a substantial portion of our revenues. Any manufacturing delays or
problems with our new product launches could adversely affect our operating
results. We have experienced delays in the introduction of new products in the
past and we cannot assure you that we will not experience delays in the future.
In addition, introducing new products could result in a decrease in revenues
from our existing products. You should read the discussion under the heading
"Item 4. Information on the Company -- Business Overview -- Products and
Markets" for a more detailed discussion regarding our new and existing products.

     Consistent with our strategy of offering new products and product
refinements, we expect to continue to use a substantial amount of capital for
further product development and refinement. We may need more

                                        6
<PAGE>

capital for product development and refinement than is available to us, which
could adversely affect our business, financial condition or results of
operations.

    PRODUCTION CAPACITY CONSTRAINTS AND INVENTORY FLUCTUATIONS COULD ADVERSELY
    AFFECT OUR RESULTS OF OPERATIONS.

     Changes in demand for our products and our program to rationalize our
manufacturing facilities and realign our manufacturing process have at times
resulted in, and may in the future result in, temporary constraints upon our
ability to produce the quantities necessary to fill orders and thereby effect
sales in a timely manner. A prolonged delay in our ability to fulfill orders on
a timely basis could adversely affect our operations. In addition, we rely upon
single suppliers for certain components, primarily those that require joint
development between us and our suppliers. An interruption in the supply of or a
significant increase in the price of any component part could adversely affect
our profitability or our ability to obtain and fulfill orders. Moreover, our
continuous development and production of new products often involves the
retooling of existing manufacturing facilities. This retooling may limit our
production capacity at certain times in the future, which could adversely affect
our results of operations.

     Our sales are influenced by the volume of inventories of finished products
maintained by us and our dealers. Our management believes that we and our
dealers have generally managed inventories in a relatively prudent manner, which
could cause us to lose certain sales as a result of product unavailability at
certain locations during periods of increased demand. However, in periods of
sudden declines in industry demand, larger inventories could lead to substantial
excesses in supply over demand, causing future reductions in our manufacturing
schedules and adversely impacting our operating results.

    OUR UNIONIZED LABOR FORCE AND OUR CONTRACTUAL AND LEGAL OBLIGATIONS UNDER
    COLLECTIVE BARGAINING AGREEMENTS AND LABOR LAWS COULD SUBJECT US TO GREATER
    RISKS OF WORK INTERRUPTION OR STOPPAGE AND IMPAIR OUR ABILITY TO ACHIEVE
    COST SAVINGS.

     Labor unions represent most of our production and maintenance employees
worldwide. Although we believe our relations with our unions are positive, we
cannot be certain that future issues with labor unions will be resolved
favorably or that we will not experience a work interruption or stoppage which
could adversely affect our business.

     In Europe, our employees are protected by various worker protection laws
which afford employees, through local and central works councils, rights of
consultation with respect to specific matters involving their employers'
business and operations, including the downsizing or closure of facilities and
employment terminations. These laws and the collective bargaining agreements to
which we are subject could impair our flexibility in streamlining existing
manufacturing facilities and in restructuring our business.

    AN INCREASE IN HEALTH CARE OR PENSION COSTS COULD ADVERSELY AFFECT OUR
    RESULTS OF OPERATIONS.

     Health care inflation rates in the United States have increased
significantly, leading to higher costs for both active and retired employees.
Should such inflation rates continue, we may record additional charges or make
changes to our benefit plans. In addition, recent fluctuations in the financial
markets have caused the valuation of the assets in our defined benefit pension
plans to decrease, which has resulted in an under-funding of some of our defined
benefit pension plans and the recognition of a minimum pension liability on our
balance sheet. We cannot assure you that future fluctuations in the financial
markets will not result in additional under-funding of our defined benefit
pension plans and require contributions by us that could adversely affect our
financial position.

     FUTURE UNANTICIPATED EVENTS MAY REQUIRE US TO TAKE ADDITIONAL RESERVES
     RELATING TO OUR NON-CORE FINANCING ACTIVITIES.

     Beginning in 1998, as part of a diversification strategy for its Financial
Services operations, Case expanded into the financing of trucks and trailers,
marine vessels and agricultural and construction equipment sold through its
competitors' dealers. As a result of a deterioration in these markets, we
recorded significant
                                        7
<PAGE>

losses in 2000 and 2001 in our Financial Services operations. In late 2000 and
throughout 2001, we discontinued lending in these non-core areas. We believe we
have established adequate reserves for possible losses on these receivables from
our non-core financing activities. However, future unanticipated events may
affect our customers' ability to repay their obligations or reduce the value of
the underlying assets and therefore require us to increase our reserves, which
could materially adversely affect our financial condition and results of
operations.

    WE ARE SUBJECT TO CURRENCY EXCHANGE RATE FLUCTUATIONS AND INTEREST RATE
    CHANGES, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     We conduct operations in many areas of the world involving transactions
denominated in a variety of currencies. We are subject to currency exchange rate
risk to the extent that our costs are denominated in currencies other than those
in which we earn revenues. Similarly, changes in interest rates affect our
results of operations by increasing or decreasing borrowing costs and finance
income. In 2001, unfavorable currency exchange rate fluctuations had an adverse
impact on our financial condition and results of operations, while lower
interest rates had a slightly favorable impact. We manage these risks, which
arise in the ordinary course of business, through the use of financial hedging
instruments. We have historically entered into, and expect to continue to enter
into, hedging arrangements with counterparties that are members of the Fiat
Group. As with all hedging instruments, there are risks associated with the use
of foreign currency forward exchange contracts, as well as interest rate swap
agreements and other risk management contracts. While the use of such hedging
instruments provides us with protection from certain fluctuations in currency
exchange and interest rates, we potentially forego the benefits that might
result from favorable fluctuations in currency exchange and interest rates. In
addition, any default by the counterparties to these transactions, including by
counterparties that are members of the Fiat Group, could adversely affect us.

     Despite our use of financial hedging transactions, we cannot assure you
that currency exchange rate or interest rate fluctuations will not adversely
affect our results of operations, cash flow, financial condition or the price of
our common shares.

    TO REALIZE ADDITIONAL COST SAVINGS AND SYNERGIES, WE MUST COMPLETE THE
    INTEGRATION AND REENGINEERING OF A NUMBER OF CORE MANAGEMENT PROCESSES.

     Our ability to realize cost savings and synergies from the merger of New
Holland and Case will depend, in part, on our success in completing the
integration and, in many cases, reengineering of the different management
systems used throughout the two companies before the merger. We are focusing our
efforts, among other things, on reengineering product development and supply
chain management, as well as integrating the finance, information systems, human
resources and other administrative functions of the New Holland and Case
operations. This integration process has taken longer than we anticipated due to
the departure of a significant number of former Case executives and corporate
staff after the merger and the complexity of coordinating geographically
widespread organizations.

    TURNOVER IN FINANCE AND ACCOUNTING STAFF MAY ADVERSELY IMPACT OUR FINANCIAL
    REPORTING PROCESS.

     Turnover in corporate staff in our finance and accounting area has
prolonged the process of integrating our Case and New Holland operations and
created the risk that we may not have accurate and timely information for
decision making and financial reporting purposes. Our independent auditors noted
this risk to our management and Board of Directors in connection with our 2000
and 2001 audits. Management has implemented, and is continuing to implement, a
plan to address these issues, including hiring additional personnel and the
adoption of uniform accounting procedures throughout our operations. We believe
that the measures we are taking, once fully implemented, will resolve the
matters noted by our auditors before the audit of our 2002 financial statements.
However, we cannot assure you that we will be successful in implementing this
plan within that timeframe.

                                        8
<PAGE>

     WE ARE EXPOSED TO POLITICAL, ECONOMIC AND OTHER RISKS FROM OPERATING A
     MULTINATIONAL BUSINESS.

     Our business is multinational and subject to the political, economic and
other risks that are inherent in operating in numerous countries. These risks
include those of adverse government regulation, including the imposition of
import and export duties and quotas, currency restrictions, expropriation and
potentially burdensome taxation. We cannot predict with any degree of certainty
the costs of compliance or other liability related to such laws and regulations
in the future and such future costs could significantly affect our business,
financial condition and results of operations.

     On July 17, 2001, the European Commission issued a Statement of Objections
alleging that our French and Italian subsidiaries adopted practices leading to
the prevention of sales outside of dealer territories. We submitted a reply to
the European Commission and a hearing was held on January 28, 2002. As of the
date of this report, the Commission has not provided a ruling. The Commission
has the power to assess a wide range of fines, penalties and sanctions, which
may be significant. Any fines would be assessed by the Commission only after a
ruling by the Commission that these subsidiaries engaged in anti-competitive
practices. We believe that the allegations should be dismissed. However, we are
unable to predict the outcome of this proceeding and, while we intend to appeal
the decision if the outcome is unfavorable, we cannot assure you that any fine
the Commission might impose would not have a material adverse impact on our
business, financial condition and results of operations.

     Political developments and government regulations and policies in the
countries in which we operate directly affect the demand for agricultural
equipment. For example, a decrease or elimination of current price protections
for commodities in the European Union or of subsidy payments for farmers in the
U.S. would likely result in a decrease in demand for agricultural equipment. A
decrease in the demand for agricultural equipment could adversely affect our
sales, growth and results of operations.

     WE MAY BECOME SUBJECT TO U.S. WITHHOLDING TAX ON INTERCOMPANY LENDING,
     WHICH WOULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     CNH Global N.V., the Dutch parent company, makes intercompany loans to our
U.S. subsidiaries. The Netherlands -- United States Income Tax Convention, as
amended, exempts from U.S. withholding tax the payment of interest to us on
intercompany lending provided that, among other considerations, our shares are
substantially and regularly traded. To qualify for this exemption, one of the
requirements is that the annual trading volume of our common shares must be at
least 6% of the average number of our issued and outstanding common shares. We
believe that we presently satisfy the trading volume requirements of the
Netherlands-U.S. treaty. Our trading volume, annualized based on trading volume
from January to April 2002, was 12.3%. If the trading volume were to decline
below the 6% threshold, the interest payments that would be subject to
withholding tax would give rise to an annual incremental tax expense of
approximately $15 million. If this were to occur, we would consider alternative
funding strategies that may mitigate this cost. However, we cannot ensure that
such strategies would be successful.

     THE LOSS OF SERVICES OF ARTHUR ANDERSEN LLP COULD ADVERSELY AFFECT
     INVESTORS IN OUR COMMON SHARES OR CAUSE US SIGNIFICANT COST OR DELAY.

     Arthur Andersen LLP and its international affiliates provide us with
auditing services, including issuing an audit report with respect to our
financial statements contained in this report. Arthur Andersen LLP is the
subject of civil litigation, and is currently defending an obstruction of
justice charge in a criminal trial in the U.S. District Court for the Southern
District of Texas with respect to its activities in connection with Enron Corp.
It is possible that the criminal proceeding against Arthur Andersen LLP may
result in a conviction. As a result of the foregoing, Arthur Andersen LLP may
fail, may merge with or have its assets sold to a third party, or may lose
critical personnel. In the event that Arthur Andersen LLP fails or does not
otherwise continue in business, Arthur Andersen LLP may have insufficient assets
to satisfy any claims made with respect to this report. The SEC may decline to
accept financial statements audited by Arthur Andersen LLP if the firm is
convicted or is unable to represent to us that there was appropriate continuity
of Arthur Andersen LLP

                                        9
<PAGE>

personnel working on our audit and availability of national office consultation.
In the event that Arthur Andersen LLP is unable to continue to provide audit
services to us, or if the SEC declines to accept financial statements audited by
Arthur Andersen LLP, we could experience significant additional cost or delay in
completing our periodic reports required to be filed with the SEC.

RISKS PARTICULAR TO THE INDUSTRIES IN WHICH WE OPERATE

     WE OPERATE IN A HIGHLY CYCLICAL INDUSTRY, WHICH COULD ADVERSELY AFFECT OUR
     GROWTH AND RESULTS OF OPERATIONS.

     Our business depends upon general activity levels in the agricultural and
construction industries. Historically, these industries have been highly
cyclical. Our Equipment Operations and Financial Services operations are subject
to many factors beyond our control, such as:

     -  the credit quality, availability and prevailing terms of credit for
        customers;

     -  our access to credit;

     -  adverse political and economic developments in our existing markets;

     -  the response of our competitors to adverse cyclical conditions; and

     -  dealer inventory management.

     In addition, our operating profits are susceptible to a number of
industry-specific factors, including:

  Agricultural Equipment Industry

     -  changes in farm income and farm land value;

     -  the level of worldwide farm output and demand for farm products;

     -  commodity prices;

     -  government agricultural policies and subsidies;

     -  limits on agricultural imports; and

     -  weather.

  Construction Equipment Industry

     -  prevailing levels of construction, especially housing starts, and levels
        of industrial production;

     -  public spending on infrastructure;

     -  volatility of sales to rental companies;

     -  real estate values; and

     -  interest and inflation rates.

  Financial Services

     -  cyclical nature of the above mentioned agricultural and construction
        equipment industries which are the primary customers for our financial
        services;

     -  interest rates;

     -  general economic and capital market conditions; and

     -  used equipment prices.

                                        10
<PAGE>

     The nature of the agricultural and construction equipment industries are
such that a downturn in demand can occur suddenly, resulting in excess
inventories and production capacity and reduced prices for new and used
equipment. These downturns may be prolonged and may result in significant losses
to us during affected periods. Equipment manufacturers, including us, have
responded to downturns in the past by reducing production and discounting
product prices. These actions have resulted in restructuring charges and lower
earnings for us in past affected periods. In the event of future downturns, we
may need to undertake additional restructuring.

     SIGNIFICANT COMPETITION IN THE INDUSTRIES IN WHICH WE OPERATE MAY RESULT IN
     OUR COMPETITORS OFFERING NEW OR BETTER PRODUCTS AND SERVICES OR LOWER
     PRICES, WHICH COULD RESULT IN A LOSS OF CUSTOMERS AND A DECREASE IN OUR
     REVENUES.

     The agricultural equipment industry is highly competitive, particularly in
North America, Europe, Australia and Latin America. We compete primarily with
large global full-line suppliers, including Deere & Company and AGCO
Corporation; manufacturers focused on particular industry segments, including
Kubota Corporation and various implement manufacturers; regional manufacturers
in mature markets, including Claas KGaA and SAME Duetz-Fahr Group, that are
expanding worldwide to build a global presence; and local, low cost
manufacturers in individual markets, particularly in emerging markets such as
Eastern Europe, India and China.

     The construction equipment industry is highly competitive, particularly in
Western Europe, North America, Latin America and the Asia Pacific region. We
compete primarily with global full-line suppliers with a presence in every
market and a broad range of products that cover most customer needs, including
Caterpillar Inc., Komatsu Construction Equipment and Volvo Construction
Equipment Corporation; regional full-line manufacturers, which have a strong
position in one market but not a global presence, including Deere & Company,
J.C. Bamford Excavators Ltd. and Liebherr-Holding GmbH; and product specialists
operating on either a global or a regional basis, including Ingersoll-Rand
Company (Bobcat), Hitachi Ltd., Sumitomo Construction, Manitou B.F., Merlo UK
Ltd., Gehl Company, Mustang Manufacturing Company, Inc., Yanmar Agricultural
Equipment Co. Ltd. and Kubota Corporation.

     If we are unable to compete successfully with other agricultural or
construction equipment manufacturers, we could lose customers and our revenues
may decline. In addition, competitive pressures in the agricultural and
construction equipment businesses may affect the market prices of our new and
used equipment, which, in turn, may adversely affect our sales margins and
results of operations.

     Banks, finance companies and other financial institutions compete with our
Financial Services operations. We may be unable to compete successfully in our
Financial Services operations with larger companies that have substantially
greater resources or that offer more services than we do.

     STRUCTURAL DECLINES IN THE DEMAND FOR AGRICULTURAL OR CONSTRUCTION
     EQUIPMENT COULD ADVERSELY AFFECT OUR SALES AND RESULTS OF OPERATIONS.

     The agricultural equipment business experienced a period of major
structural decline in the number of units sold and substantial industry-wide
overcapacity during the 1980s and early 1990s followed by a period of
consolidation among agricultural equipment manufacturers. Following a brief
period of increasing industry volumes in the mid to late 1990s, the number of
units sold, particularly of high horsepower agricultural tractors and combines,
began to steadily decline again in 1999. This decline continued in 2000 and
2001. Our sales of agricultural equipment declined in line with the industry. In
response to these adverse conditions, many companies, including us, have
undertaken restructuring programs to further reduce capacity. We cannot assure
you that the agricultural equipment industry will not continue to experience
declines or that unit sales will ever return to levels experienced in the mid to
late 1990s.

     The construction equipment business also experienced a major structural
decline in the number of units sold during 2001. Our sales of construction
equipment declined in line with the industry. As with the

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agricultural equipment industry, we cannot assure you that the construction
equipment industry will not continue to experience a decrease in demand.

     A decrease in industry-wide demand for agricultural and construction
equipment or a lack of recovery in the number of unit sales could result in
lower sales of our equipment and hinder our ability to operate profitably.

    AN OVERSUPPLY OF USED AND RENTAL EQUIPMENT MAY ADVERSELY AFFECT OUR SALES
    AND RESULTS OF OPERATIONS.

     In recent years, short-term lease programs and commercial rental agencies
for agricultural and construction equipment have expanded significantly in North
America. In addition, there has been consolidation of some commercial rental
agencies into nationwide rental conglomerates, such as United Rentals, Inc. and
NationsRent, Inc. These larger rental companies have become sizeable purchasers
of new equipment and can have a significant impact on total industry sales,
particularly in light construction equipment.

     When this equipment comes off lease or is replaced with newer equipment by
rental agencies, there may be a significant increase in the availability of
late-model used equipment which could adversely impact used equipment prices. If
used equipment prices decline significantly, sales of new equipment could be
depressed. As a result, an oversupply of used equipment could adversely affect
demand for, or the market prices of, our new and used equipment. In addition, a
decline in used equipment prices could have an adverse effect on residual values
for leased equipment, which could adversely affect our financial performance.

     THE AGRICULTURAL EQUIPMENT INDUSTRY IS HIGHLY SEASONAL, AND SEASONAL
     FLUCTUATIONS MAY CAUSE OUR RESULTS OF OPERATIONS TO FLUCTUATE SIGNIFICANTLY
     FROM QUARTER TO QUARTER.

     The agricultural equipment business is highly seasonal, because farmers
traditionally purchase agricultural equipment in the spring and fall in
connection with the main planting and harvesting seasons. Our net sales and
income from operations have historically been the lowest in the first quarter
and the highest in the second quarter.

    WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAWS AND REGULATIONS, AND OUR
    COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY WITH, EXISTING OR
    FUTURE LAWS AND REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS
    OF OPERATIONS.

     Our operations and products are subject to increasingly stringent
environmental laws and regulations in the countries in which we operate. Such
regulations govern, among other things, emissions into the air, discharges into
water, the use, handling and disposal of hazardous substances, waste disposal
and the remediation of soil and groundwater contamination. We regularly expend
significant resources to comply with regulations concerning the emissions levels
of our manufacturing facilities and the emissions levels of our equipment
products. In addition, we are currently conducting environmental investigations
or remedial activities at a number of our properties. We expect to make
environmental and related capital expenditures in connection with reducing the
emissions of our existing facilities and our manufactured equipment in the
future, depending on the levels and timing of new standards. In 2001, we
capitalized approximately $3.0 million of costs relating to compliance with
environmental regulations. Our costs of complying with these or any other
current or future environmental regulations may be significant. In addition, if
we fail to comply with existing or future laws and regulations, we may be
subject to governmental or judicial fines or sanctions.

RISKS RELATED TO OUR SUBSTANTIAL INDEBTEDNESS

     OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL
     CONDITION.

     We are highly leveraged and have substantial debt in relation to our
shareholders' equity. As of December 31, 2001, we had an aggregate of $9,863
million of outstanding indebtedness, and we are heavily dependent on
asset-backed securitization (ABS) transactions to fund our Financial Services
activities in North America and Australia.

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<PAGE>

     Our high level of debt could have important consequences to our investors,
including:

     - we may not be able to secure additional funds for working capital,
       capital expenditures, debt service requirements or general corporate
       purposes;

     - we will need to use a substantial portion of our cash flow from
       operations to pay principal of and interest on our debt, which will
       reduce the amount of funds available to us for other purposes;

     - we are more highly leveraged than our primary competitors, which could
       put us at a competitive disadvantage;

     - we may not be able to adjust rapidly to changing market conditions, which
       may make us more vulnerable in the event of a downturn in general
       economic conditions or our business; and

     - we may not be able to access the ABS markets, which may adversely affect
       our ability to fund our Financial Services business.

     To service our indebtedness, we will need to generate a significant amount
of cash, which will depend on many factors beyond our control.

     Our ability to satisfy our debt obligations will depend on our ability to
generate cash in the future. Our ability to generate cash is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control. If the cash flow from our operating activities is
insufficient, we may take actions, such as delaying or reducing capital
expenditures, attempting to restructure or refinance our debt, selling assets or
operations, or seeking additional equity capital. Any or all of these actions
may not be sufficient to allow us to service our debt obligations. Further, we
may be unable to take any of these actions on satisfactory terms, in a timely
manner or at all. The failure to generate sufficient funds to pay our debts or
to successfully undertake any of these actions could, among other things,
materially adversely affect our business and the market value of our common
shares.

    RESTRICTIVE COVENANTS IN OUR DEBT INSTRUMENTS COULD LIMIT OUR FINANCIAL AND
    OPERATING FLEXIBILITY AND SUBJECT US TO OTHER RISKS.

     The agreements governing our indebtedness include certain covenants that
restrict, among other things:

     - sales and leasebacks of assets above certain levels of tangible assets;

     - the creation of certain liens; and

     - consolidations, mergers and transfers of all or substantially all of our
       assets.

     We are currently in compliance with the covenants and restrictions
contained in our debt agreements. However, our ability to continue to comply
with such agreements may be affected by events beyond our control, including
prevailing economic, financial and industry conditions. In addition, upon the
occurrence of an event of default under our debt agreements, the lenders could
elect to declare all amounts outstanding under our debt agreements, together
with accrued interest, to be immediately due and payable.

    CREDIT DOWNGRADES OF US AND FIAT HAVE AFFECTED OUR ABILITY TO BORROW FUNDS
    AND MAY CONTINUE TO DO SO.

     Our ability to borrow funds and our cost of funding depend on our and
Fiat's credit ratings, as Fiat currently provides us with direct funding, as
well as guarantees in connection with some of our external financing
arrangements.

     Beginning in the fourth quarter of 2000 and continuing through 2001, our
ability to access the commercial paper market through the Case Corporation and
Case Credit programs was significantly reduced due to downgrades in the credit
ratings of those subsidiaries. In April 2001, Standard & Poor's Ratings Services
downgraded the long-term corporate credit ratings of CNH, Case Corporation and
Case Credit Corporation and related entities to BB from BBB- and also lowered
the short-term debt ratings of such entities to B, with a negative outlook. In
April 2001, Moody's Investors Service Inc. lowered its long-term and
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<PAGE>

short-term debt ratings of Case Corporation to Ba2 and NP from Baa3 and P-3,
respectively, also with a negative outlook. At the same time, Moody's downgraded
Fiat's long-term debt rating from A3 to Baa2. In addition, in June 2001,
Standard & Poor's downgraded Fiat's short-term rating from A-2 to A-3.

     In February 2002, Moody's announced that it was reviewing the long-term
debt rating of Ba2 for Case Corporation and Case Credit, as well as Fiat's Baa2
long-term and P-2 short term debt ratings, for possible downgrade. In April
2002, Standard & Poor's placed Fiat's A-3 short-term corporate credit rating on
credit watch with negative implications. In May 2002, Fitch Ratings announced
that it had placed Fiat's BBB senior unsecured and F2 short-term ratings on
Rating Watch Negative. At the same time, Fitch's F2 short-term rating for New
Holland Credit Company's U.S. commercial paper program, which is guaranteed by
Fiat, was placed on Rating Watch Negative.

     We cannot assure you that the rating agencies will not further downgrade
our or Fiat's credit ratings. These downgrades have already affected our ability
to borrow funds, and further ratings downgrades of either our or Fiat's debt
could adversely affect our ability to access the capital markets or borrow funds
at current rates. Our E155 million securitization program for the sale of
receivables contains a provision that might require us to terminate the sale of
receivables into the facility in the event of a ratings downgrade of Fiat's
long-term unsecured debt below BB- (by Standard & Poor's) or Ba3 (by Moody's).
We are attempting to restructure this facility so that a ratings downgrade is
linked to an increase in the level of the collateral, instead of the termination
of the sale of receivables into the facility. However, we cannot ensure that our
efforts will be successful.

    OUR EVALUATION OF ALTERNATIVE SOURCES OF FUNDING AT COMPETITIVE RATES FOR
    CNH CAPITAL IS AT AN EARLY STAGE; WE MAY NOT BE SUCCESSFUL IN IMPLEMENTING
    ANY OF THESE ALTERNATIVES.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through equity investments by global or regional partners in joint
venture or partnership opportunities, new funding arrangements or a combination
of any of the foregoing.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness and other projected benefits from such
transaction(s) or arrangement(s).

RISKS RELATED TO OUR RELATIONSHIP WITH FIAT

    BECAUSE FIAT OWNS A SIGNIFICANT MAJORITY OF OUR COMMON SHARES, INVESTORS
    WILL NOT BE ABLE TO AFFECT THE OUTCOME OF ANY SHAREHOLDER VOTE OR CHANGE IN
    CONTROL.

     Fiat owns, indirectly through Fiat Netherlands Holding N.V., 84.6% of our
outstanding common shares. For as long as Fiat continues to own shares of our
common shares representing more than 50% of the combined voting power of our
common shares, it will be able to direct the election of all of the members of
our board of directors and determine the outcome of all matters submitted to a
vote of our shareholders, including matters involving:

     - mergers or other business combinations;

     - the acquisition or disposition of assets;

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<PAGE>

     -  the incurrence of indebtedness; and

     -  the payment of dividends on our common shares.

     Fiat's high level of ownership of our shares may have the effect of
delaying, deterring or preventing a change in control, may discourage bids for
our common shares at a premium over their market price and may otherwise
adversely affect the market price of our common shares.

     OUR TRANSACTIONS WITH FIAT MAY CREATE CONFLICTS OF INTEREST DUE TO FIAT'S
     OWNERSHIP OF OUR COMMON SHARES.

     We rely on Fiat to provide us with financial support, and we also purchase
goods and services from Fiat. Fiat's ownership of a substantial majority of our
common shares and ability to direct the election of all the members of our board
of directors could create, or appear to create, potential conflicts of interest
when Fiat is faced with decisions that could have different implications for
Fiat and us.

     IN THE EVENT THAT FIAT DECIDES NOT TO OR IS UNABLE TO CONTINUE TO FINANCE
     OUR OPERATIONS OR PROVIDE US WITH CERTAIN PRODUCTS AND SERVICES, OUR COSTS
     COULD INCREASE, WHICH WOULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

     We rely on Fiat to provide either guarantees or funding in connection with
some of our external financing needs, including the short-term credit facilities
that we used to finance the merger of Case and New Holland. Fiat has agreed to
maintain its existing treasury and debt financing arrangements with us for as
long as it maintains control of us and, in any event, at least until December
31, 2004. After that time, Fiat has committed that it will not terminate our
access to these financing arrangements without affording us an appropriate time
period to develop suitable substitutes. The terms of any alternative sources of
financing may not be as favorable as those provided or facilitated by Fiat. We
also rely on Fiat to provide us with some other financial products to hedge our
foreign exchange and interest rate risk, cash management services and other
accounting and administrative services. The terms of any alternative sources of
these products or services may not be as favorable as those provided or
facilitated by Fiat.

ITEM 4. INFORMATION ON THE COMPANY

     A. HISTORY AND DEVELOPMENT OF THE COMPANY.

     CNH Global N.V. is a corporation organized under the laws of the Kingdom of
The Netherlands, with a registered office in the World Trade Center, Amsterdam
Airport, Tower B, 10th Floor, Schiphol Boulevard 217, 1118 BH Amsterdam, The
Netherlands (telephone number: +(31)-20-46-0429). It was incorporated on August
30, 1996. CNH's agent for purposes of service of process in the United States is
Roberto Miotto, 100 South Saunders Road, Lake Forest, Illinois 60045 (telephone
number: +(1)-847-955-3910).

     We are a leading manufacturer of agricultural equipment throughout the
world, the third largest manufacturer of construction equipment and one of the
world's largest equipment finance companies. We distribute our strong, globally
recognized brands in over 160 markets through an extensive network of
approximately 11,700 dealers and distributors.

     We combine the operations of New Holland and Case as a result of their
business merger on November 12, 1999. Effective with the closing of the merger,
New Holland changed its name to CNH. As used in this report, all references to
"New Holland" or "Case" refer to (1) the pre-merger business and/or operating
results of either New Holland or Case on a stand-alone basis, or (2) the
continued use of the New Holland and Case product brands.

     On November 12, 1999, New Holland acquired Case for $4,600 million in cash,
including related costs and expenses. CNH financed the merger with total
borrowings of $3,000 million under short-term credit facilities, an advance to
capital of $1,400 million from Fiat Netherlands Holding N.V., formerly New
Holland Holdings N.V., a wholly owned subsidiary of Fiat, and available cash of
$200 million.

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<PAGE>

     In approving the merger, the European and U.S. regulatory authorities
identified a number of competitive concerns related to the combined operations
of Case and New Holland in specified product lines and markets. We have
addressed these competitive concerns by divesting the required product lines and
facilities.

     For a listing of our acquisitions and divestitures see Note 3,
"Acquisitions and Divestitures of Businesses and Investments" to the
Consolidated Financial Statements.

     B. BUSINESS OVERVIEW.

GENERAL

     We are one of the world's leaders in the engineering, manufacturing,
marketing and distribution of agricultural and construction equipment. We
organize our operations into three business segments: agricultural equipment,
construction equipment and financial services. We believe that we are the
largest manufacturer of agricultural equipment in the world based on units sold,
one of the largest manufacturers of construction equipment based on units sold
and have one of the industry's largest equipment finance operations.

     We market our products globally through our highly recognized Case, Case
IH, New Holland, Steyr, Fiat-Hitachi, FiatAllis, O&K and Kobelco brand names. We
manufacture our products in 47 facilities throughout the world and distribute
our products in over 160 countries through an extensive network of approximately
11,700 dealers and distributors.

     We are the only global, full-line company in both the agricultural and
construction equipment industries, with strong and usually leading positions in
every significant geographic and product category in both businesses. Our global
scope and scale includes integrated engineering, manufacturing, marketing and
distribution of equipment on five continents.

     In agricultural equipment, we believe we are the leading global
manufacturer of agricultural tractors and we also have leading positions in
combines, hay and forage equipment and specialty harvesting equipment. In
construction equipment, we are the world leader in backhoe loaders and wheeled
excavators, second in the world in skid steer loaders and the market leader in
Western Europe in crawler excavators. We also have leading positions in wheel
loaders, crawler dozers and graders. In addition, we provide a complete range of
replacement parts and services to support our equipment. In 2001, our sales of
agricultural equipment represented approximately 63% of our net revenues, sales
of construction equipment represented approximately 30% of our net revenues and
Financial Services represented approximately 7% of our net revenues. Our net
sales from Equipment Operations were approximately $9,030 million in 2001.

     We believe that we are the most geographically diversified manufacturer and
distributor of agricultural equipment in the industry. In 2001, approximately
46% of our net sales were generated from sales in North America, approximately
35% in Western Europe, approximately 7% in Latin America and approximately 12%
in the Rest of World including the Asia-Pacific region, Africa, the Middle East
and Eastern Europe. Our broad manufacturing base includes facilities in Europe
(Belgium, France, Italy and the United Kingdom), Latin America (Brazil), North
America (the United States and Canada), India and Australia. We also participate
in manufacturing joint ventures in China, Mexico, Turkey, Uzbekistan and
Pakistan, where these operations are among the market leaders.

     In North America, we offer a range of Financial Services products,
including retail financing for the purchase or lease of new and used CNH and
other equipment manufacturers' products and other retail financing programs. To
facilitate the sale of our products, we offer wholesale financing to dealers.
Wholesale financing consists primarily of floor plan financing and allows
dealers to maintain a representative inventory of products. Our retail financing
alternatives are intended to be competitive with financing available from third
parties. We offer retail financing in Brazil and Australia through wholly owned
subsidiaries and in Western Europe through a joint venture with a major European
bank. These activities represent future growth opportunities. At December 31,
2001, our serviced portfolio of receivables, including receivables owned and

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<PAGE>

receivables serviced for others, was approximately $11.0 billion. Our revenues
from Financial Services were approximately $739 million in 2001.

MERGER INTEGRATION AND DEVELOPMENT PLAN

     CNH combines the operations of New Holland and Case as a result of their
merger in November 1999. Effective with the closing of the merger, New Holland
changed its name to CNH. As used in this report, all references to "New Holland"
or "Case" refer to (1) the pre-merger business and/or operating results of
either New Holland or Case on a stand-alone basis, or (2) the continued use of
the New Holland and Case product brands. New Holland acquired Case for $4,600
million in cash, including related costs and expenses. We financed the merger
with total borrowings of $3,000 million under short-term credit facilities, an
advance to capital of $1,400 million from Fiat Netherlands Holding N.V.,
formerly New Holland Holdings N.V., a wholly owned subsidiary of Fiat, and
available cash of $200 million. Management believes that the benefits of this
combination include:

     -  strengthening our position as a global, full-line manufacturer and
        distributor of agricultural and construction equipment products;

     -  leveraging some of the most well-recognized brands in agricultural and
        construction equipment; and

     -  reducing costs by integrating and rationalizing the manufacturing,
        supply chain management, distribution and administrative functions of
        the combined companies.

     As a result of our merger integration and development plan, we expect to
achieve over $600 million in annual merger-related profit improvements by
year-end 2003, including the approximately $433 million of annual profit
improvements achieved in 2001 as compared to the base levels of revenues and
costs incurred in the combined operations of New Holland and Case for the full
year 1999. In addition, our goal is to achieve an additional $250 million in
annual merger-related and other profit improvements by year-end 2005, relating
mainly to savings in materials costs and rationalization of our plants and parts
depots.

     The merger-related profit improvements are being achieved in the following
areas:

     Cross-Selling -- The merger of New Holland and Case has allowed us to
enhance revenues and gross profits by selling historical New Holland products to
Case customers and historical Case products to New Holland customers. As an
interim step towards our planned common platform approach, we have expanded the
market reach of many of our products by making relatively minor changes to
existing products and rebranding them for distribution in another dealer
network. Cross-selling revenues are measured by product line and accounted for
approximately $177 million in additional revenue for us in 2001 and
merger-related profit improvements of $35 million.

     Materials Costs -- We have been able to achieve cost savings on materials
in a number of ways. The merger has permitted us to benefit from the savings
associated with higher volume materials purchases. In addition, we have
reevaluated our supplier network and, in some cases, changed suppliers to
enhance cost savings. Our manufacturing reengineering initiatives have further
reduced materials costs through the more efficient design of some of our
components.

     For 2001, our management has classified all materials cost savings as
merger-related profit improvements. Materials cost savings were approximately
$50 million in 2000 and $75 million in 2001.

     Manufacturing, Depot and Other -- We have realized further cost savings by
implementing our plan to rationalize production and close manufacturing plants
and parts depots. These actions are evaluated on a plant-by-plant basis and are
net of any costs that we incur in order to close a particular plant. Plant
rationalization and closures resulted in net cost savings of $58 million in
2001. As the plant and depot rationalization plan continues, we expect continued
merger-related cost savings in this area.

     Selling, General and Administrative -- The merger and our merger-related
restructuring plans have reduced SG&A expenses throughout our business by
combining functions, reducing employment levels and

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<PAGE>

outsourcing non-core functions. Our management has determined to classify all
profit improvements from reductions in SG&A expenses for the period from the
merger to the end of 2001 (and only for that period) as merger-related profit
improvements. Accordingly, we realized merger-related profit improvements from
SG&A reductions of $96 million and $110 million in 2000 and 2001, respectively,
and will not record any such improvements in future periods.

     In approving the merger, the European and U.S. regulatory authorities
identified a number of competitive concerns related to the combined operations
of Case and New Holland in specified product lines and markets. We have
addressed these competitive concerns by divesting the required product lines and
facilities. For a listing of our acquisitions and divestitures see Note 3,
"Acquisitions and Divestitures of Businesses and Investments" to the
Consolidated Financial Statements.

RECENT DEVELOPMENTS

     On January 10, 2002, we announced completion of our global alliance with
Kobelco Construction Machinery Co., Ltd., the world's fourth largest
manufacturer of hydraulic excavators, and its parent Kobe Steel, Ltd., one of
Japan's leading steelmakers. We formed this alliance to pursue the development,
production and sale of crawler excavators, including mini-excavators, on a
worldwide basis. This strategic worldwide alliance with Kobelco gives us access
to key crawler excavator technology. Furthermore we gained a significant
presence in the Asia-Pacific construction equipment market as Kobelco's
exclusive OEM supplier of all non-excavator construction equipment products,
which complements our strong presence in the North American and European
markets.

     In January 2002, an additional joint venture in China, Shanghai New Holland
Agricultural Machinery Corp., Ltd., commenced operations. Shanghai New Holland
was formed by an agreement between Shanghai Tractor and Internal Combustion
Engine Corporation, a wholly-owned subsidiary of Shanghai Automotive Industry
Corporation, and our New Holland brand of agricultural equipment. The joint
venture company will manufacture, distribute and ultimately export agricultural
tractors under 100 horsepower.

     On May 13, 2002, we announced a new long-term partnership with BNP Paribas
Lease Group, a subsidiary of BNP Paribas, to provide retail financing across
Europe. The new partnership will cover all of our brands and commercial
activities in Europe. Under the partnership, BNP Paribas Lease Group will own
50.1% of the shares of CNH Capital Europe SAS, which will hold the retail
financing portfolio, and we will own the remaining 49.9% of the shares. BNP
Paribas Lease Group will provide funding and administrative services for CNH
Capital Europe SAS, while CNH Capital's own European operations will be
responsible for the marketing and origination of financial products. The final
agreement is subject to approval by the board of directors of each company and
by the Banque de France.

INDUSTRY OVERVIEW

     Agricultural Equipment

     Management has estimated that the total worldwide market for agricultural
machinery was equal to approximately $39 billion in 2001, of which approximately
$13 billion is in North America and approximately $13 billion is in Europe. In
general, management estimates are based upon officially available data, our own
shipment and pricing data and estimates from industry sources.

     The operators of food, livestock and grain producing farms, as well as
independent contractors that provide services to such farms, purchase most
agricultural equipment. The key factors influencing sales of agricultural
equipment are the level of total farm cash receipts and, to a lesser extent,
general economic conditions, interest rates and the availability of financing.
Farm cash receipts are impacted by the volume of acreage planted, commodity
prices, crop yields, farm operating expenses, including fuel and fertilizer
costs, and government subsidies or payments. Farmers tend to postpone the
purchase of equipment when the farm economy is depressed, and to increase their
purchases when economic conditions improve. Weather conditions are a major
determinant of crop yields and therefore also affect equipment buying decisions.
In addition, the

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<PAGE>

geographical variations in weather from season to season may result in one
market contracting while another market is experiencing growth. Government
policies affect the market for our agricultural equipment through regulation of
the levels of acreage planted and crop prices.

     Demand for agricultural equipment also varies seasonally by region and
product, primarily due to differing climates and farming calendars. Peak retail
demand for tractors and tillage machines occurs in the March through June months
in the Northern Hemisphere and in the September through November months in the
Southern Hemisphere. Equipment dealers generally order harvesting equipment in
the Northern Hemisphere in the fall and winter so they can receive inventory
during the winter and spring prior to the peak equipment selling season, which
begins in May and June. Similarly, in the Southern Hemisphere, equipment dealers
generally order between September and November for the primary selling season,
which extends from November through February. For combine harvesters and hay and
forage equipment, the retail selling season is concentrated in the few months
around harvest time. Furthermore, manufacturers may choose to space their
production and dealer shipments throughout the year so that wholesale sales of
these products in a particular period are not necessarily indicative of retail
demand.

     Customer preferences regarding product types and features vary by region.
In North America, Europe, Australia and other areas where soil conditions,
climate, economic factors and population density allow for intensive mechanized
agriculture, farmers demand high capacity, sophisticated machines equipped with
current technology. In Europe, where farms are generally smaller than those in
North America and Australia, there is greater demand for somewhat smaller, yet
sophisticated, machines. In the developing regions of the world where labor is
abundant and infrastructure, soil conditions and/or climate are not adequate for
intensive agriculture, customers prefer simple, robust and durable machines with
lower purchase and operating costs. In many developing countries, tractors are
the primary, if not the sole, agricultural equipment, and much of the
agricultural work in such countries that cannot be performed by tractor is
carried out by hand. In addition, a growing number of part-time or hobby farmers
in Western Europe and North America also prefer simple, low-cost agricultural
equipment. Our position as the most geographically diversified manufacturer of
agricultural equipment and our broad geographic network of dealers allows us to
supply customers in each of these significant markets in accordance with their
specific equipment requirements.

     Government subsidies are a key income driver for farmers raising certain
commodities in the U.S. and Western Europe. The level of support can range from
30% to over 50% of the annual income for these farms in years of low global
commodity prices or natural disasters. The existence of a high level of
subsidies in these markets for agricultural equipment reduces the effects of
cyclicality in the agricultural equipment business. The ability to forecast the
effect of these subsidies on agricultural equipment demand depends on either the
U.S. Farm Bill (typically revised every five years) or the Common Agricultural
Policy (CAP) of the European Union (typically revised every seven years). On May
13, 2002, President Bush signed into law the Farm Security and Rural Investment
Act of 2002. The new law will increase subsidies to the U.S. farming industry by
$31 billion over six years. Management expects that the new law will increase
the immediate demand for agricultural equipment and enhance industry prospects
for 2003.

     The CAP was revised in 2000, but has not yet resulted in the dramatic
lowering of subsidies. Instead the effect of the 2000 reform was to provide more
incentives to produce higher quality, value added products and to support rural
development and rural quality of life. This may result in a change in the nature
of equipment purchases from crop production activities to different types of
machines that support those initiatives.

                                        19
<PAGE>

     The following graph sets forth retail unit sales in North America and
Western Europe of certain agricultural equipment during the periods indicated:

[AGRICULTURAL EQUIPMENT SHIPMENTS GRAPH]
---------------

Sources: North America -- Association of Equipment Manufacturers; Canadian Farm
         and Industrial Equipment Institute. Western Europe -- Management
         estimates based on equipment registrations in each country.

     Major trends in the agricultural industry include a growth in farm size and
machinery capacity, concurrent with a decline in the number of farms and units
of equipment sold. The agricultural equipment industry, in most markets, began
to experience an increase in demand in the early 1990's as a result of both
higher commodity prices from an increased demand for food and low levels of
grain stocks worldwide. The amount of land under cultivation also increased as
government agricultural support programs shifted away from mandatory set-aside
programs. This trend was maintained through 1997, but the markets started to
decline in 1998 as a result of unfavorable economic conditions in certain parts
of the world, lower commodity prices and reduced aid to developing countries. In
2000, global prices for agricultural commodities remained low and, as a result,
overall industry demand for high horsepower agricultural equipment continued at
depressed levels, with worldwide industry demand for high horsepower
agricultural tractors and combines even slightly lower than in 1999. In 2001,
worldwide industry unit sales of high horsepower agricultural equipment
continued to decline.

     In North America, and to a lesser extent in certain other regions, there
has been significant growth in the under 40 horsepower tractor industry. In
2001, approximately 96,000 under 40 horsepower tractors were sold, compared to
approximately 35,500 in 1991. The growth in this segment has been due primarily
to the generally favorable economic conditions in North America. The customers
for these tractors include homeowners, turf and land care industries, commercial
contractors, public agencies, rental businesses, golf courses, hobby and part
time farmers and industrial plants. Recently, this customer segment demand has
started shifting towards higher horsepower tractors, particularly in the 40 to
60 and 60 to 90 horsepower segments. Purchasers of these products also use a
large number of attachments such as front end loaders,

                                        20
<PAGE>

mowers and snow blowers. Customers often purchase multiple attachments, which
can provide significant revenue and margin opportunities for suppliers of the
core products.

     Construction Equipment

     Management estimates that the worldwide market for construction equipment
was equal to approximately $58 billion in 2001. The total worldwide market for
those product segments in which we compete is equal to approximately $38 billion
of which approximately $16 billion is in North America and approximately $12
billion is in Europe. International markets outside of North America and Western
Europe comprise approximately 25% of total demand for markets in which we are
active. The largest component of international sales volume is hydraulic
excavators, representing about $15 billion in annual industry sales.

     The United States and Canada represent about 40% of the total world demand
as measured in both units and revenues of construction equipment. Approximately
50% of all backhoe loaders sold in the world are sold in North America, as well
as 80% of all skid steer loaders and 60% of all dozers. North America's
loader/backhoe market is more than two times larger than Western Europe's. The
Western European market represents approximately 33% of the worldwide unit
volume and approximately 30% of worldwide construction equipment revenues.
Hydraulic excavators represent the largest volume segment in this region with
more than half of the annual sales of construction equipment. Western Europe
also accounts for 43% of the world demand for excavators and 65% of world demand
for telehandlers sold. The Asia-Pacific markets represent approximately 20% of
the total world market demand and 40% of excavator sales revenue and volume. For
the Asia-Pacific market in total, three out of every four pieces of construction
equipment sold are excavators. The remaining world markets represent
approximately 7% of market demand for new construction equipment, but are a much
larger portion of the demand for used equipment. These regional differences in
product demand enable small national manufacturers to survive, in countries like
Italy, Germany and Japan, even though they may produce relatively small numbers
of units.

     We divide construction equipment into two principal segments: heavy
construction equipment, which is over 12 metric tons, and light construction
equipment, which is under 12 metric tons. Purchasers of heavy construction
equipment include construction companies, municipalities, local governments,
rental fleet owners, quarrying and mining companies, waste management companies
and forestry related concerns. Purchasers of light construction equipment
include contractors, rental fleet owners, landscapers, logistics companies and
farmers.

     The principal factor influencing sales of light construction equipment is
the level of residential and commercial construction, remodeling and renovation,
which in turn is influenced by interest rates. Other major factors include the
level of light infrastructure construction such as utilities, cabling and piping
and maintenance expenditures. The principal use of light construction equipment
is to replace relatively high cost manual work. Product demand in the United
States and Europe has generally tended to mirror housing starts, but with lags
of six to 12 months. However, the recent financial difficulties and
restructurings of national rental companies in North America have adversely
impacted demand despite relatively strong levels of housing starts. In areas
where the cost of labor is inexpensive relative to other inputs such as Africa,
China and Latin America, the light construction equipment market segment is
virtually non-existent. These areas represent potential growth areas for light
equipment in the medium to long term as the cost of labor rises relative to the
cost of equipment. Therefore, higher volumes and economies of scale in
manufacturing, as well as tight cost controls, are important in maintaining
product profitability.

     Sales of heavy construction equipment are particularly dependent on the
level of major infrastructure construction and repair projects such as highways,
dams and harbors, which is a function of government spending and economic
growth. Furthermore, demand for mining and quarrying equipment applications is
linked more to the general economy and commodity prices, while growing demand
for environmental equipment applications is becoming less sensitive to the
economic cycle.

     The heavy equipment industry in North America, as well as in Europe, is
primarily a replacement market that follows cyclical economic patterns. Cycles
in the United States and Western Europe tend to be about ten
                                        21
<PAGE>

years in duration. The industry in emerging markets generally exhibits an
overall growth trend, but with unpredictable and volatile cycles. In prior
years, demand for heavy construction equipment in North America had been
increasing as interest rates remained relatively stable and the level of
government spending on infrastructure projects increased. In 2000, with
increasing interest rates, industry demand for heavy construction equipment in
North America did decline compared with 1999. In Europe, demand had also been
increasing, primarily as a result of higher spending by European governments. In
2001, worldwide industry unit sales of construction equipment began to decline
dramatically, especially in the latter half of the year.

     The equipment rental business has recently become a more significant factor
in the construction equipment industry. With the exception of the U.K. and
Japanese markets, where there is a long history of machine rentals due to the
structure of the local tax codes, the rental market started with short period
rentals of light equipment to individuals or small contractors who could not
afford to purchase the equipment. In this environment, the backhoe loader in
North America and the mini-excavator in Western Europe were the principal rental
products. More recently, a greater variety of light equipment products as well
as many types of heavy equipment have become available to rent. In addition,
rental companies have allowed contractors to rent machines for longer periods
instead of purchasing the equipment, which allows contractors to complete
specific job requirements with greater flexibility and cost control.
Furthermore, in some countries, longer term rentals also benefit from favorable
tax treatment. The recent rapid consolidation of local and regional rental
companies in North America into national and large regional companies combined
with the economic and financial market declines have created financial pressures
on these market participants. They have, in turn, substantially reduced their
new equipment purchases, despite a relatively solid level of general economic
activity. Overall, this trend toward higher levels of rental activity in the
market may tend to reduce the correlation of industry unit demand for new
equipment with the basic economic industry drivers. On the other hand, increased
rental market activity could lead to more pronounced demand cyclicality in the
industry, as rental companies rush to adjust the size of their fleets as demand
or rental rates change.

     Seasonal demand fluctuations for construction equipment are somewhat less
significant than for agricultural equipment. Nevertheless, in North America and
Western Europe, housing construction generally slows down during the winter
months. North American and European industry retail demand for construction
equipment is generally strongest in the second and fourth quarters.

     Worldwide customer preferences for construction equipment products are
similar to preferences for agricultural equipment products. In developed
markets, customers tend to favor more sophisticated machines equipped with the
latest technology and comfort features. In developing markets, customers tend to
favor more basic equipment with greater perceived durability. Customers in North
America and Europe, where operator cost often exceeds fuel cost and machine
depreciation, place strong emphasis on product reliability. In other markets,
customers often continue to use a particular piece of equipment even after its
performance and efficiency begins to diminish. Customer demand for power
capacity does not vary significantly from one market to another. However, in
many countries, restrictions on the weight or dimensions of the equipment, such
as road regulations or job site constraints, may limit demand for large
machines.

     In general, most construction equipment sold in mature markets such as
North America and Europe replaces older equipment. In contrast, demand in less
mature markets includes replacements as well as net increases in equipment
demand for new products. In these markets, equipment demand also is partially
covered by used equipment sourced from the more developed and mature markets
including: used heavy construction equipment from North America in the Latin
American markets; both heavy and light used equipment from Western Europe in
Central and Eastern European, North African and Middle Eastern markets; both
heavy and light used equipment from Japan in other South East Asian markets; and
excavators from the Japanese market in almost every other market in the world.
These flows of used equipment are highly influenced by exchange rates and the
weight and dimensions of the sourced equipment, which limit the market for large
equipment due to road regulations and job site constraints.

                                        22
<PAGE>

     The following graph sets forth the components for 1991 to 2001 heavy and
light construction equipment retail unit sales in North America and Western
Europe:

                [CONSTRUCTION EQUIPMENT INDUSTRY SHIPMENT GRAPH]
---------------
Sources: North America -- Association of Equipment Manufacturers; Canadian Farm
         and Industrial Equipment Institute. Western Europe -- Management
         estimates based on shipment data in each country.

     Major trends in the construction equipment industry include the transition
in machinery usage from crawler dozers to modern hydraulic excavators and wheel
loaders in excavation and material handling applications. In addition, the light
to medium sized equipment sector has experienced significant growth as more
manual labor is being replaced on construction sites by machines with a myriad
of attachments for each specialized application, such as skid steer loaders in
North America and mini-excavators in the Rest of World.

     Recent low levels of public spending on new infrastructure, particularly in
North America and Western Europe, has limited recent growth in the heavy
equipment segments of the market and consequently, the market for light to
medium sized equipment has grown as a percentage of total construction equipment
sales. In 2000, the worldwide industry market demand for major construction
equipment products overall was up about 5% from 1999, but with mixed results by
product and geographic segment. In 2001, however, overall market demand declined
by approximately 11% with declines in each major product category and major
market area.

COMPETITIVE STRENGTHS

     We believe that our competitive strengths enable us to focus on markets and
products with growth potential while maintaining and improving our position in
the markets in which we are already established. This allows us to develop and
produce our products at the lowest possible cost level and support those
products with enhanced service capabilities, all leading to improved
profitability and a stronger financial position.

                                        23
<PAGE>

     Global Presence

     Our extensive global dealer networks provide us with access to the most
significant markets for our agricultural and construction equipment products. We
operate multiple distinct dealer networks, which are aligned along the global
Case and New Holland brand families. Through these networks, we seek to supply
our customers with a full line of products to facilitate multiple purchases. We
also gain significant customer intelligence from our dealers, allowing us to
continually adapt or cross sell our product offerings to meet our customers'
changing needs. In addition, our dealers provide high quality service and
support, which helps us maintain what we believe is one of the industry's
highest customer satisfaction and loyalty levels. We also support our dealers'
efforts by offering them favorable financing products such as retail and
floorplan financing.

     Well-Recognized Brands

     Our brands are market leaders in most segments of the agricultural and
construction equipment markets. We are the largest producer of agricultural
tractors, combines and construction equipment in the world based on number of
units sold. The merger of Case and New Holland brought to CNH some of the
industry's most respected and recognized global brands. Through differentiation
such as distinct coloring, styling and technical features, each brand offers
products that are tailored to meet the needs of the customers they serve.
Although each brand is distinct, the brands share a common reputation for
quality and dependability that we believe to be the hallmark of our global
manufacturing and product development processes.

     Full Range of Competitive Products

     We are the only full-line company in both the agricultural and construction
equipment industries, with strong and usually leading positions in every
significant geographic and product category in both businesses. We combine our
internal design and manufacturing strengths with those of our suppliers, joint
venture partners and alliances to develop product solutions and meet our
worldwide customers' needs at competitive cost levels.

     Implementation of a Low-Cost, Highly Flexible Manufacturing System

     We are integrating our manufacturing facilities and joint ventures into a
global manufacturing network designed to source products from the most
economically advantageous locations and to reduce our exposure to any particular
market. This initiative involves manufacturing common platforms and components
at a limited number of focused manufacturing facilities. These components will
then be delivered to assembly facilities where the final product will be
tailored to market needs. This will enable us to lower our fixed cost base and
rationalize our supply chain, which in turn provides us with the flexibility to
adjust our production levels and costs to industry cycles while maintaining
minimum levels of inventory.

     We are concentrating our efforts on core technologies and competencies
while leveraging our research and development activities with those of our
suppliers to develop and produce our new products at a lower cost, higher
quality and on a more timely basis than we could do alone. Through increased
flexibility and improved manufacturing efficiency, we will continue to reduce
our costs to enhance profitability even at constant volume levels.

     Strong Financial Services Capabilities

     Our strong Financial Services operations support our Equipment Operations
business by providing wholesale financing to our dealers and retail loans to
final customers. We are expanding this important service offering in additional
major markets to facilitate equipment sales. We believe a successful, integrated
financing capability will offer us a consistent source of earnings through
cyclical variation in the agricultural and construction equipment markets. We
may seek to utilize partnerships and joint ventures to grow our financing
capabilities in new markets.

                                        24
<PAGE>

     Experienced Management

     Our global management team has extensive experience in the global
agricultural and construction equipment industries. The collective experience of
this team has been the driving force behind our restructuring initiatives. Our
people come from all over the world, and our diversity is one of our greatest
strengths. This strong multinational character gives us confidence in our
ability to integrate our Case and New Holland activities as well as our new
partners, such as Kobelco, into the CNH family, gaining their skills and
expertise while enhancing the continued development of new products and services
for our markets around the world.

     Support of the Fiat Group

     Our relationship with the Fiat Group provides us with advantages in terms
of financial liquidity and support, sharing of technical and manufacturing
processes, and access to a talented pool of experienced management. Fiat
financially supports us with intercompany loans that help diversify our sources
of capital to fund our operations. We also benefit from the transfer of
technology and ideas from other areas of the Fiat Group to improve the processes
within our organizations, and from our diesel engine alliance with Iveco N.V.,
the truck-making subsidiary of Fiat and Cummins Inc., to produce the next
generation of diesel engines that meet future emissions requirements.

     Furthermore, as evidenced by the experience of some of our key members of
management, the entities that compose the Fiat Group offer a significant talent
base for CNH management.

     We operate in highly competitive, cyclical industries. Our ability to
respond timely to changing competitive and economic conditions may be impacted
by our size in the construction equipment industry relative to our key
competitors, our significant amount of indebtedness, potentially higher funding
costs and our management's focus on merger integration and cost savings
initiatives.

CNH BUSINESS STRATEGY

     Our strategic objectives are to:

     -  deliver profitability throughout the cycle and achieve higher margins
        than either Case or New Holland earned prior to the merger by realizing
        merger-related profit improvements, continuing sales growth and
        increasing customer satisfaction;

     -  generate cash through improved earnings, reduced working capital and
        improved asset utilization, and use that cash to reduce our debt and
        strengthen our balance sheet; and

     -  continue to position CNH to take advantage of future opportunities for
        product and market expansion, both in the short to medium term in areas
        such as Latin America and Eastern Europe and through our global alliance
        with Kobelco and, in the longer term, in areas such as China and India.

As a global full-line competitor in both the agricultural and construction
equipment markets, CNH plans to grow its business through market expansion and
product offering enlargement. We expect that our commitment to cost controls and
more efficient use of resources will create value for our shareholders through
improved profitability and an enhanced financial position. We believe that our
focus on further improving our products, distribution and services will lead to
increased customer satisfaction and loyalty, promoting future financial
stability and improved returns.

     CNH is managed as a global company, supporting its multiple brands and
multiple dealer networks in both its agricultural and construction equipment
businesses. Our manufacturing and engineering operations are managed with global
product line responsibilities, while our sales and marketing activities are
managed on a regional basis by brand.

                                        25
<PAGE>

     The following are the key elements of our strategy for achieving our
objectives:

     Multiple Brands

     We are leveraging our world-class Case, Case IH, New Holland, Fiat-Hitachi,
FiatAllis, O&K and Kobelco brands and multiple distribution networks to further
strengthen our position in all principal existing markets and enhance growth
opportunities by entering new market segments. We believe this strategy will
maintain a high level of dealer and customer loyalty, enhance our global market
position and leverage the combined product portfolio to create cross-selling
opportunities among brands.

     A key element of this strategy is to strengthen our dealer networks, moving
towards dealers that are more focused on particular brands. We believe that more
focused dealers tend to be more dedicated to enhancing their brand's market
position and building their own customer service capabilities in order to
increase customer loyalty and earn a larger share of their customers' equipment
and service expenditures. We have reassured our dealers that their brands and
networks will not be consolidated as other companies have done following
consolidations in the industry.

     Improve Cost Competitiveness

     Restructure Manufacturing Process -- By consolidating our supplier base and
rationalizing our logistics systems, we plan to reduce the number of our
suppliers from 6,000 at the time of the merger to 3,000 by 2004. This will
increase the volumes sourced from each supplier, permitting CNH to reduce its
costs and allowing suppliers to realize economies of scale. As of year-end 2001,
we have reduced the number of our suppliers to 5,100.

     We will reduce distribution complexity and costs by reducing the number of
parts depots from 45 to 31 and instituting a new global common parts system. As
of year-end 2001, we had reduced the number of parts depots to 39. Also, under
our new global parts packaging system, some high volume common parts will be
distinctly packaged for each brand or brand family but most other parts will
utilize common CNH packaging. This will further reduce our costs of servicing
new products by capitalizing on the common spare parts requirements of the
common components in the new products.

     By rationalizing our manufacturing activities, we will reduce excess
capacity and firmly focus each facility, creating a lean, flexible manufacturing
system. We will reduce our number of plants, both through required and voluntary
divestitures or closures and through downsizing, from 60 at the time of the
merger to 39 by the end of 2004, excluding new acquisitions. We had 45 plants as
of year-end 2001. As a result of the Kobelco global alliance and the Shanghai
joint venture the number of plants has increased to 47. In the process, we will
redistribute production of various products among the remaining plants to firmly
focus each facility on either the production of components or the assembly of
one product category. We will concentrate on certain key technologies or
competencies while outsourcing non-core activities.

     Selling, General and Administrative Costs -- We plan to reduce selling,
general and administrative costs to approximately 9.0% of net sales of Equipment
Operations by 2004, as compared to 10.8% in the first year of operations after
the merger, by eliminating duplicative functions while reducing salaried and
administrative positions.

     Common Components/Platforms for New Products -- Over time, CNH will develop
global products that optimize the use of common design elements and share
capital-intensive components. We will reduce the number of tractor, combine and
construction equipment product platforms from 74 to 45 without reducing the
number of final product lines. We intend to use a fewer number of global product
platforms with differentiated product features for our different brands. This
should permit us to lower product development and manufacturing costs and
complexity and increase production efficiencies, while reducing inventories,
order-to-delivery cycle times and invested capital requirements. In addition, we
will maintain strong brand identities for the different brands based on
precision of handling, productivity, operation controllability, product
serviceability, color and styling.

                                        26
<PAGE>

     Reengineer Core Processes

     We have commenced projects, beyond those envisioned at the time of the
merger, to further enhance the efficiency of our core business processes,
including:

     -  improving and integrating our manufacturing and supply chain systems by
        reducing lead times to both customers and the manufacturing process,
        increasing manufacturing flexibility, reducing dealer inventories and
        increasing asset turnover;

     -  focusing on key manufacturing technologies within our production system
        and outsourcing non-core technologies;

     -  developing partnerships that improve quality and support our product
        development efforts on the supply side;

     -  rationalizing our legal entity structure to merge duplicative subsidiary
        entities and eliminate dormant subsidiaries;

     -  developing new value added services that we can provide through our
        dealers and our Financial Services activities;

     -  outsourcing non-core business processes, such as information technology
        data center operations; and

     -  providing shared administrative services supporting all brands and
        geographic areas.

These programs will permit us to improve profitability while reducing our
working capital and the amount of assets employed in the business, allowing us
to improve our financial returns, asset turnover and cash flow.

     New Products

     We introduced many new products in 2001 and intend to do so again in 2002.
By 2004, we anticipate that almost 90% of our net sales of equipment, excluding
parts, will be generated by new products introduced since the merger.

     To retain existing customers and attract new customers, we plan to continue
to invest in product development to strengthen and broaden our product lines.
CNH will:

     -  introduce products with leading-edge technology, such as the new CX
        combine and a new line of short radius excavators based on Kobelco
        technology;

     -  tailor product offerings for entering new geographic markets and
        customer segments;

     -  upgrade equipment models with an emphasis on quality, reliability and
        product simplification, such as the new Axial-Flow combine and the Case
        M Series backhoe loader; and

     -  pursue complementary product lines through strategic partnerships, joint
        ventures and acquisitions, such as the strategic worldwide alliance with
        Kobelco, which gives us access to key crawler excavator technology.

     Global Expansion to New Markets

     We view geographical expansion as a major source of future growth and will
expand primarily into markets characterized by rapidly increasing food, housing
and infrastructure demand. On the construction equipment side, our commitment to
growth is evidenced by the recently completed global alliance with Kobelco
Construction Machinery Co., Ltd. of Japan. This alliance opens Japan and the
other markets of the Asia-Pacific region to CNH-built heavy and light equipment.
We have demonstrated our commitment to expansion in our agricultural business
through our joint venture with Shanghai Tractor and Internal Combustion Engine
Corporation, China's leading producer of agricultural tractors.

                                        27
<PAGE>

     Expand our Services Operations

     We are extending our services to earn revenue from our customers'
expenditures on products and services other than those we currently provide.

     Equipment Operations:

     -  Management continues to evaluate opportunities to increase the range of
        products and services offered to our existing customers. These may
        include equipment maintenance, repairs and extended warranty plans.

     Financial Services Strategy:

     -  Refocus on core business -- We have refocused our Financial Services
        operations on the core business of supporting agricultural and
        construction equipment sales to our base of equipment dealers and retail
        customers throughout the world. We have exited the commercial lending
        business and ended retail financing activities outside our own dealer
        networks.

     -  Broaden service offering outside North America -- We have reorganized
        our European businesses to better support our customers and dealers and
        to provide new products and services. At the same time, we are
        developing our core Financial Services business in Brazil. We will use
        joint ventures and alliances to expand our Financial Services businesses
        outside of North America to both accelerate new product and service
        introductions and to utilize our partners' sources of funding and
        established presence. We plan to expand our support to dealers and
        customers in as many areas of the world as is feasible, but more
        gradually than previously envisioned and, if possible, using less
        invested capital.

     -  Pursue strategic partnerships -- We are developing partnership
        arrangements as appropriate with other financial services providers to
        broaden our product offering, improve customer service, diversify our
        funding sources and gain access to funding at more attractive rates.

COMPETITION

     The agricultural equipment industry is highly competitive, particularly in
North America, Europe, Australia and Latin America. We compete primarily with
large global full-line suppliers, including Deere & Company and AGCO
Corporation; manufacturers focused on particular industry segments, including
Kubota Corporation and various implement manufacturers; regional manufacturers
in mature markets, including Claas KGaA and SAME Duetz-Fahr Group, that are
expanding worldwide to build a global presence; and local, low cost
manufacturers in individual markets, particularly in emerging markets such as
Eastern Europe, India and China.

     The construction equipment industry is highly competitive, particularly in
Western Europe, North America, Latin America and the Asia-Pacific region. We
compete primarily with global full-line suppliers with a presence in every
market and a broad range of products that cover most customer needs, including
Caterpillar Inc., Komatsu Construction Equipment and Volvo Construction
Equipment Corporation; regional full-line manufacturers, which have a strong
position in one market, but not a global presence, including Deere & Company,
J.C. Bamford Excavators Ltd. and Liebherr-Holding GmbH, and product specialists
operating on either a global or a regional basis, including Ingersoll-Rand
Company (Bobcat), Hitachi Ltd., Sumitomo Construction, Manitou B.F., Merlo UK
Ltd., Gehl Company, Mustang Manufacturing Company, Inc., Yanmar Agricultural
Equipment Co. Ltd. and Kubota Corporation.

     We believe that multiple factors influence a buyer's choice of equipment.
These factors include brand loyalty, product performance, availability of a full
product range, the strength and quality of a company's dealers, the quality and
pricing of products, technological innovations, product availability, financing
terms, parts and warranty programs, resale value, customer service and
satisfaction and timely delivery. We continually seek to improve in each of
these areas, but focus primarily on providing high-quality and high-value
products and supporting those products through our dealer networks. In both the
agricultural and
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<PAGE>

construction equipment industries, buyers tend to favor brands based on
experience with the product and the dealer. Customers' perceptions of value in
terms of product productivity, reliability, resale value and dealer support are
formed over many years.

     The financial services industry is highly competitive. We compete primarily
with banks, finance companies and other financial institutions. Typically, this
competition is based upon customer service, financial terms and interest rates
charged.

PRODUCTS AND MARKETS

     We design, manufacture and distribute agricultural and construction
equipment and provide financial services through several subsidiaries and joint
ventures. We sell and distribute our products in more than 160 markets through
an extensive network of approximately 11,700 dealers and distributors.

     Our net sales of agricultural equipment represented 67% of 2001 equipment
sales, and net sales of construction equipment represented 33% of such revenues.
For the year ended December 31, 2001, our net sales of equipment were generated
from the following geographic areas: North America 46%, Western Europe 35%,
Latin America 7% and Rest of World 12%.

     Agricultural Equipment

     Agricultural equipment represented approximately 67% of our total net sales
of equipment in 2001. Our primary product lines of agricultural equipment, sold
under the Case IH and New Holland brands, include tractors, combine harvesters,
hay and forage equipment, seeding and planting equipment, tillage equipment,
sprayers, and grape, cotton and sugar cane harvesters. In addition, large
numbers of Construction Equipment products, such as telehandlers, skid steer
loaders and backhoe loaders, are sold to agricultural equipment customers. We
also sell tractors under the Steyr brand in Western Europe.

     In order to capitalize on customer loyalty to dealers and our company,
relative distribution strengths and historical brand identities, we continue to
use the Case IH, Steyr (tractors only) and New Holland brands, and to produce in
the historical colors of each brand. Management believes that these brands enjoy
high levels of brand identification and loyalty among both customers and
dealers. Although new generation tractors will have a higher percentage of
common mechanical components, each brand and product remains significantly
differentiated by color, interior and exterior styling, internal operator
features and model designation. In addition, flagship products such as row crop
tractors and large combine harvesters have even greater differentiation.
Distinctive features that are specific to a particular brand such as the
Supersteer(R) axle for New Holland, the Case IH tracked four wheel drive
tractor, Quadtrac(R), and front axle mounted hitch for Steyr have been retained
as part of each brand's identity.

     Tractors -- Tractors are used to pull, push and provide power for farm
machinery and other agricultural equipment. Tractors are classified by
horsepower size. We manufacture and market a broad range of tractors under the
Case IH, New Holland and Steyr brands ranging in size from 12 to 450 gross
horsepower, including a line of specialty tractors designed for particular
applications. We also market a line of lawn and garden tractors. Tractors
represented approximately 50% of our sales of agricultural equipment in 2001.

     The New Holland tractor brand is the market leader in Europe's major
markets, including Italy, the United Kingdom, France and Spain, and in a number
of other important markets including South Korea, Australia, Thailand, Turkey
and South Africa. New Holland is also among the market leaders in Latin America,
where it has the leading share of the overall tractor market, and has the third
largest share of the market in the United States and Canada. Case IH tractors
are among the market leaders in the high horsepower segments in North America,
Australia, Germany and the U.K., while Steyr brand is the market leader in
Austria and has a strong position in Germany and Switzerland.

     Our tractor product offering covers every market segment, including
compact, utility/specialty, all-purpose light, all-purpose heavy, over 100
horsepower and four wheel drive tractors. Compact tractors under 40 horsepower
are used either on farms as general purpose vehicles, in small plot applications
or in the growing
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off farm segment, where customers such as landscapers, homeowners and golf
courses need a small scale, fully functioning agricultural style tractor.

     Utility/specialty tractors range from 45 to 75 horsepower and are
specifically designed for all-purpose farm operations, with special versions for
orchard and vineyard applications, which require narrower or lower profiles and
tighter turning circles. We offer a wide range of models to cover all the
applications in both the New Holland and Case IH brands and also produce a
utility tractor for the German market under the Steyr brand. These products
consist of all-purpose, full specification tractors designed to serve as the
primary tractor for smaller farms and as a utility or chore tractor for larger
farms. We currently offer these tractors through the New Holland brand, while
the Case IH brand purchases orchard and vineyard products from Agritalia S.p.A.
for resale to dealers, and the Steyr brand produces a utility tractor for the
German market with unique features such as front mounted power take-off.

     All-purpose tractors range from 70 to 100 horsepower (light) and 100 to 125
horsepower (heavy) and have a wide range of applications from light tillage to
lifting heavy implements. Generally, the tractors in this range are the primary
tractors for small to medium size farming applications. We produce four
all-purpose light tractors ranging from 67 to 95 horsepower and six heavy
all-purpose tractors ranging from 90 to 125 horsepower. We offer a large variety
of specifications, including mechanical or hydraulic transmissions and cab and
non-cab versions, which allow us to configure tractors for different markets.
For example, we offer a specialized tool carrier tractor that can be driven in
either direction and takes a variety of attachments. This bi-directional tractor
is exclusive to us and unique in the marketplace.

     In the over 100 horsepower row-crop segment, we also offer a wide variety
of tractors ranging up to 235 horsepower. Tractors in this segment are primarily
used by large scale farming operations, often focusing on production of cash
grain crops and broadacre applications. We also offer a number of models with a
continuously variable transmission that is ideally suited to both agricultural
applications and highway usage, an important requirement of the European market.

     The highest horsepower tractor segment is the articulated four wheel drive
tractor of between 275 and 400 horsepower. Tractors within this segment are the
primary tillage and seeding tractors for the largest farming operations. Our
tracked design version, Quadtrac(R), also has growing applications in the earth
moving segment of the construction equipment markets.

     Combine Harvesters -- Combine harvesters are large, self-propelled machines
used for harvesting coarse and cereal grain crops, primarily soybeans, corn,
wheat, barley, oats and rice. These machines cut, convey, thresh and clean
grain. Crops are harvested by an attachable header and fed into the combine,
where the crop is separated from the stalk. The crop is then temporarily stored
in the combine's bin before being placed in trucks or other equipment for
transportation.

     New Holland's combine harvesters are the market leaders in most of Europe's
major markets, including Italy, Spain, France and the United Kingdom. We have
the leading share of the Brazilian market and a significant market presence in
the grain producing regions of Canada's prairie provinces. Case IH has a strong
position in North America and is a leader in Australia, Eastern Europe and
Central Asia. We offer two basic harvesting technologies, rotary and
conventional, each of which possesses advantages with respect to certain crops
and conditions. Our newly launched CX conventional combine is the first of a new
generation of modular combines designed so that either of the two different
threshing systems can be installed in the same basic combine frame.

     Hay and Forage Equipment -- Hay and forage equipment is used primarily to
harvest or mow, package and condition hay and forage crops for livestock feed.
We are the market leader in most of the principal categories of hay and forage
equipment in North America and the market leader in large rectangular balers in
many of Europe's major markets including France, the United Kingdom and Spain.
In addition we are the market leader in a number of important Rest of World
markets including Australia and New Zealand.

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     This product line includes:

     -  self-propelled windrowers and tractor-powered mower/conditioners, which
        cut and condition hay crops using either cutting disks or sicklebars;

     -  hay tedders and rakes, which are designed to reduce drying time and
        place hay crops in windrows;

     -  round balers, which pick up and roll windrowed hay into circular bales;

     -  square balers, which pick up and compress windrowed hay into rectangular
        bales; and

     -  forage harvesters, which may be either self-propelled or pulled by a
        tractor and which cut and gather standing or windrowed crops and
        condition the material for animal feed or other uses.

     We also produce and market a number of related products, including manure
spreaders, grinder/mixers, self-propelled bale wagons that automatically pick
up, stack and transport hay bales and forage blowers used to fill vertical
silos.

     Seeding and Planting -- There are two main methods of planting seed: (1)
single seed placement, which is generally used for crops grown in rows such as
corn; or (2) continuous seed placement using the gravity method through a grain
drill or forced air dispersion with an air seeder, generally used for small
grain crops such as wheat. We have leading product entries in both categories.
One of the most critical pieces of equipment on a farm is the seeding equipment,
because it ensures maximum yield potential for the crop. Farmers use a large
variety of seeding mechanisms and machines, and seed placement varies by both
crop type and soil conditions particularly. Our new single seed placement
products employ advanced single seed planting technology, which removes the need
for consistent seed size in planting.

     Tillage -- We offer a range of tillage products including disc harrows,
chisel ploughs and new combination machines that perform a variety of tillage
functions in one pass. Our focus on managing the soil and water held in the soil
to help plants thrive has enabled our tillage products to achieve significant
market share in their categories.

     Sprayers -- Equipment for spraying fertilizers or pesticides can be either
self-propelled or pull type. We have a line of both types of sprayers and a
strong position in the North American market. We have successfully integrated
components from other self-propelled machinery such as the large four wheel
drive tractor onto the sprayer units, achieving manufacturing synergies while
providing better features for the customers.

     Grape Harvesters -- Grape harvesters separate grapes from their stems and
convey them into a stainless steel tank mounted on the back of the harvester.
Our range comprises nine models of differing sizes and features, including both
self-propelled and trailed versions. Our harvesters are currently market leaders
in France and enjoy a leading share of the European market for self-propelled
grape harvesters. We also export grape harvesters to customers in the
wine-producing regions of Australia, Chile and South Africa.

     Sugar Cane Harvesters -- Sugar cane harvesters cut and process standing
green sugar cane, extract dirt and trash and load the cut cane into waiting
transport bins to be carried to the mill. We have the industry leading sugar
cane harvester, produced in leading cane growing markets in Australia and
Brazil, and have launched new products specifically targeted at the developing
markets of India and China.

     Cotton Pickers -- Cotton pickers are large self-propelled machines that
pick the cotton boll out of the cotton flower, separating the cotton fibers from
any impurities that might contaminate the crop. We are one of only two global
manufacturers of these machines in the world and have a leading position with
both highly productive six row machines and more basic two row machines in North
America, Australia, Brazil and China.

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     Construction Equipment

     Construction equipment represented approximately 33% of our total net sales
of equipment in 2001. Our present brand and product portfolio is the heritage of
many companies that have been merged into the global Case or New Holland brand
families. Case Construction provides a full line of products on a global scale.
The New Holland family has a regionalized focus capitalizing on heritage brand
names and customer relationships. For example, Fiat-Hitachi, which will soon
become Fiat/Kobelco, focuses on the Japanese-technology segment of the European
market, O&K focuses on the segment of the Western European market that prefers
German-developed technology and FiatAllis has a strong full-line offering, which
serves the Latin American market.

     Our new generation products, currently being developed and introduced,
share common components to achieve economies of scale in R&D and manufacturing.
We will differentiate these products based on the relative product value and
volume in areas such as precision of handling, productivity, operator
controllability, product serviceability, color and styling to preserve the
unique identity of each brand.

     Heavy Construction Equipment

     Our company is a market leader in heavy construction equipment in Western
Europe, Africa, the Middle East and Latin America. We also have a growing
position in the North American market in many heavy construction equipment
product lines such as crawler hydraulic excavators, wheeled hydraulic
excavators, wheel loaders and crawler dozers.

     Crawler Excavators -- Crawler excavators are anthropomorphic machines on a
360-degree rotating crawler tread base equipped with one arm that can perform a
wide variety of applications with extremely precise control by the operator.
Excavators are classified by the weight of the machine and heavy crawler
excavators weigh more than 12 metric tons. Our product offerings range from 13
metric tons up to 90 metric tons. Excavators are versatile machines that can
utilize a wide variety of attachments and are very efficient in terms of
operating cost per ton of earth moved. Generally, the crawler excavator is the
principal heavy construction equipment product that draws customers into
dealerships. Upon purchasing a particular excavator, they tend to purchase
additional heavy construction products of the same brand to simplify maintenance
and service requirements. Crawler excavators are the most popular construction
equipment machine in the Asia-Pacific market, where three out of every four
machines sold are excavators. We are the market leader in Western Europe,
providing leading German and Japanese technology through our O&K and
Fiat-Hitachi (soon to be Fiat/Kobelco) product offerings.

     Wheeled Excavators -- Wheeled excavators are a specialty excavator product
on a wheeled base rather than a crawler base, typically used in the Western
European market. We are the market leader in wheeled excavators both worldwide
and in Western Europe. Wheeled excavators, like backhoes, are self-transporting,
while crawler excavators must be transported by truck from location to location.

     Wheel Loaders -- Wheel loaders are four wheel drive articulated machines
equipped with a front loader bucket. The engine is located behind the driver for
better operator visibility. Wheel loaders are classified by engine horsepower
and we offer a broad product range from 80 horsepower to 450 horsepower. One of
the more traditional earth moving machines, wheel loaders also are popular for
non-construction applications such as bulk material handling, waste management
and snow removal, contributing to a more stable level of industry demand for
these products. We believe that we hold the number four position in the world
wheel loader market.

     Dozers -- Sometimes called crawler dozers, tractor dozers or bulldozers,
dozers were the first machines developed specifically for earth moving
applications. A dozer is a steel-tracked tractor with a robust frame and
equipped with a blade on the front for pushing dirt. Market demand for dozers
has generally been declining on a long-term basis as operators switch to other
machines, such as excavators and wheel loaders, which are more cost efficient in
most earth moving applications. However, the dozer market has only a few
manufacturers and is generally less competitive than the market for other
construction equipment product lines. Dozers are

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classified by engine horsepower and our product offering ranges from 60
horsepower to 350 horsepower. In addition, as they have steel tracks and are
generally operated under relatively harsh conditions, dozers tend to generate a
substantial demand for spare parts.

     Graders -- Graders are sophisticated multi-wheeled machines with a low
hanging blade that are used to level uneven terrain such as for creating or
repairing roads. The grader is, by definition, a road making machine, but it can
be used for any job where accurate leveling is required including airport
construction or snow removal. Graders also are used extensively for maintaining
unpaved roads, particularly in rural areas and lesser developed countries.
Graders range from basic machines used to maintain unpaved roads to machines
equipped with sophisticated electronic controls and laser leveling gauges for
creating or maintaining perfectly level surfaces. Our product range covers all
applications, from the simple, but robust, machines sold by FiatAllis in Brazil
to the most sophisticated O&K graders using German technology, which are the
market leaders in Western Europe.

     Dumpers -- Dump trucks haul bulk materials and are a natural complement for
hauling materials handled by our construction products, particularly in
off-highway applications. Dumpers are generally classified by tons of loading
capacity, and our product offering ranges from 25 tons up to 30 tons of loading
capacity. We purchase dumper products from Iveco, the truck-making subsidiary of
the Fiat Group, for resale to our dealers.

     Light Construction Equipment

     As a world leader in light construction equipment products such as backhoe
loaders and skid steer loaders, our products have a strong market position
worldwide. We plan to maintain and improve this position by leveraging economies
of scale in both manufacturing and distribution. In order to improve our
profitability, we are undertaking a number of steps, including consolidating two
manufacturing plants to one, creating one common production platform from two
platforms, outsourcing non-core manufacturing items and implementing design cost
reductions.

     Backhoe Loaders -- Backhoe loaders, based on a tractor shaped chassis,
combine two of the most important operations of earth-moving equipment, loading
and excavating. Our backhoe loaders range from the newest mini-backhoe loader at
50 horsepower designed for light maintenance and landscaping activities to the
largest 110 horsepower four wheel drive, four wheel steering machine, which
combines the excavating capability of a midi-excavator with the loading capacity
and maneuverability of a compact wheel loader. The backhoe loader is one of the
most popular light equipment products in the North American and European
markets, with a fundamental role in construction applications where flexibility
and mobility are required. We are the market leader in backhoe loaders in North
America and Latin America and we hold a strong position in the Western European
market.

     Skid Steer Loaders -- The skid steer loader is a versatile, compact
four-wheeled machine. It can be considered a tool carrier with a wide array of
tool-type attachments that can be utilized for a variety of operations, such as
loading, digging, cleaning, snow removal, boring, lifting, transporting, towing
or planting trees. Skid steer loaders are classified by their lifting capacity.
Our products cover all market segments from 500 pounds to over 3,000 pounds
lifting capacity. We are the second largest producer of skid steer loaders in
the world and offer industry leading products in each of the two different
lifting arm designs, parallel lift and radial lift. North America is the largest
market for this product, accounting for over 75% of world demand.

     Mini/Midi-Excavators -- Mini-excavators include all excavators that weigh
less than 12 tons. Mini-excavators are the most popular light equipment product
in the Western European and Japanese markets. Our new global alliance partner,
Kobelco, has the strongest reputation in the world for mini/midi-excavators and
is the developer of the short radius technology, which allows the machine's arm
to turn 360 degrees within the space of its own tracks. This flexibility creates
additional opportunities for machine usage in extremely tight working
conditions.

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     Telehandlers -- Telehandlers are four wheel drive, four wheel steering
machines equipped with a telescoping arm designed for lifting, digging and
loading. Telehandlers are classified by the length of the telescoping arm, and
our products cover the entire range from six to 16 meters. Smaller machines are
often used in agricultural applications while larger machines are often used for
industrial and construction applications. Larger machines can also perform some
light earth moving operations. Telehandlers can accommodate a wide range of
attachments and have become more and more popular on construction sites,
replacing tower cranes, mobile cranes, platforms and loaders, each of which
requires two operators to perform what the telehandler does with one operator.
Approximately 60% of the world market demand for these units is in Western
Europe.

     Compact Wheel Loaders -- Compact wheel loaders are wheel loaders ranging
from 40 horsepower to 80 horsepower. We have a strong position in this segment
due to the cross-selling of the O&K product through its multiple brand networks.

     New Products and Markets

     Common Platforms -- We continuously review opportunities for the expansion
of our product lines and the geographic range of our activities. To this end, we
are enhancing our new product development program by establishing common
platforms for our different product lines. Using common platforms allows us to
balance the benefits of product differentiation with the efficiency achieved
through greater manufacturing volumes of shared components. Common platforms
allow us to preserve the strengths of the various New Holland and Case brands,
while reducing the total number of product platforms and generating significant
cost savings. We have already begun to implement the common platform strategy by
producing New Holland branded equipment at former Case facilities and Case
branded equipment at former New Holland facilities, allowing us to promote a
differentiated product offering in more markets around the world. Over time, we
intend to develop new platforms that will each serve as the basis for
differentiated New Holland and Case branded products. We also plan to establish
common platforms for the production of axles, transmissions and engines for each
of our tractor, combine and construction equipment product lines.

     By 2002, we expect that 35% to 40% of our agricultural equipment products
and 40% to 45% of our construction equipment products will be new products
developed on common platforms, an increase from 10% and 25%, respectively, in
2001. The first application of the common platform approach has been the all-new
high horsepower four wheel drive tractors, the Case IH STX line and the New
Holland TJ line, which are differentiated to appeal to their respective customer
bases, but share significant common componentry.

     The New Holland CX combine harvester, launched in 2001, has a number of
innovations including an exclusive integrated precision farming system, higher
capacity crop processing and a control center designed for maximum ease of
operation and operator comfort. The CX combine has won major agricultural awards
across Europe and was named Combine of the Year by Agritecnica, a German
agricultural trade show.

     International Joint Ventures -- To increase our global presence and gain
access to technology, we participate in a number of international manufacturing
joint ventures and strategic partnerships. We are integrating our manufacturing
facilities and joint ventures into a global manufacturing network designed to
source products from the most economically advantageous locations and to reduce
our exposure to any particular market.

     On January 10, 2002, we announced the completion of our global alliance
with Kobelco Construction Machinery Co., Ltd., the world's fourth largest
manufacturer of hydraulic excavators, and its parent Kobe Steel, Ltd., one of
Japan's leading steelmakers. We formed this alliance to pursue the development,
production and sale of crawler excavators, including mini-excavators, on a
worldwide basis. This strategic worldwide alliance with Kobelco gives us access
to key crawler excavator technology. We also gain a presence in the Asia-Pacific
construction equipment market as Kobelco's exclusive OEM supplier of all
non-excavator construction equipment products, which complements our strong
presence in the North American and European markets.

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     In 2001, we announced that we had strengthened our presence in China by
entering into an agreement with Shanghai Tractor and Internal Combustion Engine
Corporation to form a joint venture company, Shanghai New Holland Agricultural
Machinery Corp., Ltd. to manufacture, distribute and ultimately support
agricultural tractors. In January 2002, the Shanghai joint venture commenced
operations to begin manufacturing and distribution of agricultural tractors
under 100 horsepower. This joint venture complements our Harbin joint venture in
China, which manufactures and distributes tractors over 100 horsepower.

RESTRUCTURING

     Our management formulated a plan to integrate the operations of the Case
and New Holland businesses at the time of the merger. Our goal was to divest or
close more than 30% of our manufacturing locations, including those required to
be divested by the regulatory authorities, and integrate our manufacturing
systems, reduce capacity and increase capacity utilization. In addition, we
planned to close approximately 14 of our 45 parts depots while migrating to one
global parts system and common parts packaging for parts that could be utilized
by multiple brands or distribution networks. As of year-end 2001, we have closed
14 plants and six parts depots. Through the consolidation of all functional
areas, we planned to reduce our worldwide workforce by approximately 24% by
2003. As of year-end 2001, our worldwide workforce had been reduced by 22%
(including divested companies).

     We divested the following assets in connection with the merger, as required
by European and U.S. regulatory authorities:

     -  Case's CX and MXC agricultural tractor product lines and the Doncaster,
        UK and St. Dizier, France plants;

     -  Case's Fermec brand loader/backhoe and industrial tractor lines and the
        Manchester, UK plant;

     -  Case's ownership in Hay and Forage Industries in Hesston, Kansas and the
        related hay and forage product lines;

     -  New Holland's Versatile large four wheel drive and Genesis over-140
        horsepower tractor lines and the Winnipeg, Canada plant;

     -  New Holland's Laverda combine harvester and the Breganze, Italy plant;
        and

     -  Case's large square baler product line, which was assembled in Neustadt,
        Germany.

     In 2001 and 2000, we recorded consolidated pre-tax restructuring and other
merger related costs of $104 million and $157 million, respectively. These
merger integration restructuring charges relate to severance and other
employee-related costs, write-down of assets, loss on the sale of assets and
businesses, costs related to closing, selling and downsizing existing facilities
and other merger related costs. During 2001, we reversed $31 million of purchase
accounting reserves through goodwill, primarily due to changes in estimates
related to involuntary employee severance and closing, selling and downsizing
existing facilities. In 1999, we recorded restructuring charges of $19 million
related to headcount actions contemplated under the 1998 restructuring initiated
by CNH, then New Holland, to better align its operations in response to the then
current economic and market conditions. See Note 4, "Restructuring" to the
Consolidated Financial Statements for further analysis of the Company's
restructuring programs.

MANUFACTURING

     We manufacture equipment and components in 47 manufacturing facilities,
including 15 facilities in the United States, five in Italy, four in France,
three each in Brazil and China, two each in Belgium, Germany, Mexico, the United
Kingdom and Uzbekistan, and one each in Australia, Austria, Canada, India,
Pakistan, Poland and Turkey. This total includes facilities which are operated
through joint ventures and alliances. Similar manufacturing techniques are
employed in the production of agricultural and construction equipment, resulting
in certain economies and efficiencies.

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  Manufacturing Systems and Capacity

     Historically, the Case manufacturing model was designed with a higher
degree of vertical integration. The New Holland manufacturing model had a lower
degree of vertical integration and was able to respond more quickly to changes
in demand associated with cyclical businesses. As part of our integration
strategy, we have established the following manufacturing systems
rationalization objectives:

     -  rationalizing manufacturing plants;

     -  resizing manufacturing capacity for flat market demand;

     -  reducing vertical integration through strategic outsourcing;

     -  focusing our manufacturing facilities;

     -  maintaining a manufacturing presence close to major markets; and

     -  maintaining and/or improve product quality during the restructuring
        period.

     Plant Rationalization -- We have reduced worldwide manufacturing facilities
from 60 plants in 1999 to 45 plants at December 31, 2001. This has been
accomplished through the consolidation of manufacturing activities into existing
facilities, the sale of non-core operations and the required regulatory
divestitures of specific plants and product lines. We plan to further reduce the
number of manufacturing facilities to 39 plants (excluding acquisitions) by the
end of 2004. Manufacturing capacity utilization is projected to increase from
approximately 44% utilization in 1999 and approximately 48% utilization at the
end of 2001 to approximately 70% utilization by the end of 2004.

     Manufacturing Capacity Sizing -- We have sought a balance between high
capacity utilization and responsiveness to growth opportunities. We have sized
our manufacturing capacity to a flat market demand while introducing
modularization of both product and process design to add flexibility to the
manufacturing process. Our lean manufacturing techniques also improve
flexibility by reducing exposure to rapidly changing market demands. We also
manage the business cycle by establishing flexible work rules and setting
staffing levels that are supported by temporary employees.

     Strategic Outsourcing -- Our strategic outsourcing improves efficiency and
competitiveness in several ways. The benefits of outsourcing include:

     -  allowing our investments to focus on core competency operations;

     -  leveraging the expertise of our supply base;

     -  simplifying manufacturing complexity;

     -  reducing exposure to business cycles; and

     -  mitigating capital expenditures due to new technology or changes in
        regulation.

     Our use of strategic outsourcing also extends to non-core services such as
information systems and maintenance. Through strategic sourcing, we expect to
increase the variable cost content of our production cost to 80%.

     Focused Manufacturing Facilities -- Our more focused manufacturing strategy
will capitalize on facilities that are focused on manufacturing a single
product, to the extent possible. We believe that this approach achieves
economies of scale and improved quality.

     Presence Close to Market -- We continue to utilize regional manufacturing
locations that are strategically located close to our primary markets. This
geographic proximity impacts all areas of the supply chain and enhances our
responsiveness to changing market demands.

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     Maintain/Improve Quality -- Throughout the manufacturing capacity
rationalization process, our primary focus has been on maintaining and improving
product quality by embedding key quality improvement activities into the
process, such as global product development and current product management
processes.

FINANCIAL SERVICES

     Overview

     CNH Capital is the captive financing arm of CNH, providing financial
services to dealers and customers through wholly owned subsidiaries in North
America, Australia, Brazil and parts of Western Europe and through joint venture
arrangements in France and Germany. The principal products offered on a
worldwide basis are retail loans to final customers and wholesale financing to
our dealers. CNH Capital has a serviced portfolio of approximately $11.0
billion, through its wholly owned subsidiaries in the U.S. (accounting for 72%
of the serviced portfolio), Canada (12%), Western Europe (10%), Australia (4%)
and Brazil (2%). CNH Capital provides retail loans, leases and insurance
products to end-user customers as the local market requires and provides a
variety of wholesale and insurance products to our dealer network.

     CNH Capital's mission is to improve the effectiveness of its finance
activities in supporting the growth of our equipment sales and contribute to
building dealer and end-user brand loyalty. Its strategy for meeting these
objectives is to grow its core financing business through higher financing
penetration of our equipment sales, expansion of its services offering, new
product development and marketing promotions and events. In addition, CNH
Capital is focused on improving credit quality and service levels and increasing
operational effectiveness. CNH Capital also plans to grow significantly its
financing business in Western Europe as it leverages existing partnerships with
major European banks and broadens its financing activities to cover CNH-branded
products in all the countries it services. CNH Capital also seeks to expand its
financing of used equipment through our dealers and of related services,
including expanded insurance offerings.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through equity investments by global or regional partners in joint
venture or partnership opportunities, new funding arrangements or a combination
of any of the foregoing. Joint venture or partnerships with third parties often
allow us to be more responsive to customer needs, introduce a wider range of
products more rapidly and to enter geographic and product markets at a faster
pace. Joint ventures may also reduce uncertainty and operational risks while
utilizing the partner's balance sheet strength and credit rating to support CNH
Capital's funding requirements on more advantageous terms.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness and other projected benefits from such
transaction(s) or arrangement(s).

     Finance Operations

     In North America, CNH Capital combines the former financial services
companies of New Holland and Case, offering a wide variety of financial products
including wholesale equipment financing for our dealers and end users, retail
loans, finance leases, operating leases, credit cards, rental programs and
insurance products. We have integrated the back office functions of these
predecessor companies, creating synergies from common practices and leveraging
common technology, but have established separate sales and underwriting groups
to service the Agricultural Equipment and Construction Equipment businesses.
This distinction allows CNH
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Capital to strengthen customer service and reduce risk by deploying
industry-specific expertise in each of these businesses.

     In the past, in North America, we provided financing options to dealers and
non-captive third parties to finance inventory, working capital, real estate
acquisitions, construction and remodeling, business acquisitions, dealer systems
and service and maintenance equipment. We also offered a broad range of retail
and wholesale financing products, including equipment and commercial loans and
leases for other North American manufacturers' products, dealers, distributors
and their customers. Due to the higher credit losses in these businesses, CNH
Capital has discontinued all of the diversified retail financing business in the
marine, trucking and forestry industries and in dealer financing not related to
its wholesale equipment sales. We are restructuring back to a captive Financial
Services company dedicated solely to the support of our dealers and customers
across all our brands. The non-core portfolios that we are exiting represent
less than 10% of CNH Capital's current serviced portfolio. CNH Capital also
strengthened its organization by hiring personnel with specific expertise in our
Equipment Operations industries, and by creating a special work-out team to deal
with troubled credits more effectively.

     Outside of North America, CNH Capital is developing its capabilities to
service our dealers and customers in more stable markets as legal regulations,
business and funding conditions and market and economic conditions permit.
Building on our experience in North America, we are introducing products
developed in North America into other markets to expand the product offerings
and customer service capabilities in those markets. CNH Capital continues to
evaluate and implement the most efficient cost structures for expanding its
Financial Services business outside of North America. Through joint venture
agreements, such as in France and Germany, we seek to leverage our partners'
established expertise, cost efficiencies, access to low cost sources of funding
and established market presence.

     Today, CNH Capital is focusing primarily on efficient risk management,
operational efficiency and strong customer service. We have significantly
expanded our risk management procedures at all stages of the financing process,
including definition, underwriting, remarketing and recovery. CNH Capital has a
dedicated team to address operational improvement opportunities, including the
complete re-engineering of some key processes. CNH and its predecessors have a
long history of successful financing relationships with North American
agricultural and construction equipment customers. We leverage our strong
relationships with our existing financing customers to implement innovative
customer tools and higher service standards. In 2002, new initiatives include
online credit applications with automatic approval, electronic issuance
contracts and web-based auctions for remarketing of used equipment.

     At the retail level, CNH Capital sells retail financial products primarily
through our dealers, whom we train in the use of the various financial products.
Our sales force may assist directly with some of the larger or more complex
financing proposals. Retail credit underwriting is performed by dedicated credit
analysis teams. The North American credit analysis teams utilize several retail
and lease score cards to assist in the underwriting process. CNH Capital
customizes these score cards for its business, including data from customer
financial statements and credit bureaus, as well as details of the deal
structure. Teams in other regions rely primarily on financial statements, credit
reporting and direct credit inquiries in analyzing credit risk, but may also use
some standardized score cards or matrices.

     At the dealer financing level in North America, CNH Capital provides
wholesale floor plan financing for our dealers, which allows dealers to maintain
a representative inventory of products. CNH Capital also provides some borrowing
base and real estate loans on a limited basis. For our floor plan financing, we
generally provide a fixed period of "free" financing for the dealers, during
which the manufacturer of the equipment on the floor pays the finance charges.
This practice helps to level fluctuations in factory demand and provides a
buffer from the impact of seasonal sales. After the "free" period, if the
equipment remains unsold, the dealer pays for interest costs.

     A wholesale underwriting group reviews dealer financials and payment
performance to establish credit lines for each dealer. In setting these credit
lines, we seek to meet the reasonable requirements of each dealer while
controlling our exposure to any one dealer. The credit lines are secured by the
dealer's unsold equipment
                                        38
<PAGE>

assets and are used to facilitate wholesale sales. The dealer credit agreements
include a requirement to pay at the time of the retail sale. CNH Capital
employees conduct periodic stock audits at each dealership to confirm that
financed equipment is still in inventory. The frequency of these audits varies
by dealer and depends on the dealer's financial strength, payment history and
prior performance.

     Marketing personnel from CNH Capital work with our equipment operations
commercial staff to develop and structure financial products that will optimize
equipment sales and generate Financial Services income. CNH Capital also
develops products to finance additional equipment sold through our dealer
network or within the core businesses of agricultural or construction equipment.
This equipment includes used equipment taken in trade on a new CNH product and
equipment aligned or attached to our equipment.

     We compete primarily with banks, finance companies and other financial
institutions. Typically, this competition is based upon customer service and
finance rates charged. Long-term profitability in our Financial Services
operations is largely dependent on the cyclical nature of the agricultural and
construction equipment industries, interest rate volatility and access to
low-cost funding sources. CNH Capital relies on the financial markets,
intercompany lending and asset-backed securitizations to provide funding for its
activities. Presently, CNH Capital's funding strategy in North America is to
securitize all new originations, as quickly as possible and to let the existing
portfolio of discontinued business run off the books to reduce overall funding
requirements.

     We are evaluating developing full service rental business activities that
would expand the rental concept beyond the traditional business of providing
operating leases or daily rental contracts. Such activities would provide a full
service proposition to fleet owners, large contractors and other businesses,
including service, equipment maintenance, repair, fleet management, logistics
services and insurance. Such business models have developed in some Western
European heavy equipment markets and could be applicable to our agricultural and
construction equipment markets.

     Asset-Backed Securitizations

     CNH Capital periodically has accessed the asset-backed securities market in
the United States and Canada and will continue to rely on the availability of
liquidity through that market to fund its retail financing programs. We
anticipate that, depending on continued market interest and other economic
factors, it will continue to securitize its retail receivables in the United
States and Canadian markets. CNH Capital's access to the asset-backed securities
market will depend in part upon its financial condition, portfolio performance
and market conditions. These factors can be negatively affected by cyclical
swings in our industries of operation. CNH Capital typically has entered into
two securitization transactions per year since the merger, one in the first six
months of the year to securitize receivables originated in that period and
similarly, one in the second six months of the year. Securitization
transactions, in the United States, are typically approximately $1.0 billion in
size and in Canada are generally C$200 million to C$400 million in size. CNH
Capital applies the proceeds of the securitizations to repay outstanding debt
that was funding the receivables while on our balance sheet.

SUPPLIERS

     We purchase a number of materials and components from third-party
suppliers. In general, we are not dependent on any single supplier or exposed in
any substantial way to price fluctuations in respect of the materials or
commodities we purchase.

     We are currently rationalizing our supply chain to substantially reduce the
number of our suppliers from over 6,000 at the time of the merger to
approximately 3,000. In implementing this program, we plan to build mutually
beneficial partnerships with long-term suppliers based on increased volumes and
shared product development activities. We believe that a reduction in the number
of suppliers will result in more cost-effective arrangements, lower investment
requirements, greater access to technological developments and lower per-unit
costs. Although we are increasing our dependence on our remaining suppliers,
most of the

                                        39
<PAGE>

products that we purchase from our suppliers are available from other sources.
As of year-end 2001, we have reduced the number of our suppliers to 5,100.

     In addition to the equipment manufactured by us and our joint ventures, we
also purchase both agricultural and construction equipment from other sources
for resale to our dealers. The terms of purchase from an original equipment
manufacturer, or OEM, allow us to market the equipment under our brands. As part
of our normal course of business, under these arrangements we generally forecast
our equipment needs based on market demand for periods of two to four months and
thereafter are effectively committed to purchase such equipment for those
periods. Certain manufactured components are also purchased on an OEM basis. OEM
purchases allow us to offer a broader line of products and range of models to
our dealer network and global customer base. In 2001, the total value of OEM
purchases comprised less than 8% of our total purchases. In 2001, approximately
25% of these purchases were as a result of supply contracts associated with the
divestitures, which will terminate in the next two years.

DISTRIBUTION AND SALES

     We possess one of the industry's most extensive dealer networks. We sell
and distribute our products through approximately 11,700 dealers and
distributors in more than 160 countries worldwide. Dealers typically sell either
agricultural equipment or construction equipment, although some dealers sell
both types of equipment. Construction equipment dealers tend to be fewer in
number, larger in size, better capitalized and located in more urban areas.
Agricultural dealers tend to be greater in number, but smaller in size and
located in rural areas.

     Large construction equipment dealers often complete their product offering
with products from more than one manufacturer due to historical relationships
that have persisted through the consolidation of the industry.

     Exclusive, dedicated dealers generally provide a higher level of market
penetration for the entire CNH product line than dealers who sell the same
products from more than one brand. Therefore, such dealers complement our
strategy of full product lines for all global brands. Some of our dealers in the
United States, Germany and Australia may sell more than one brand of equipment,
often including models sold by our competitors. Elsewhere, our dealers are
generally exclusive, but may share complementary products manufactured by other
suppliers in other product categories in order to complete their product
offerings, or where there was a historical relationship with another product
line that existed before that product was available through us. This is
particularly true of specialty products, such as equipment adapted for
particular crops or uses.

     In connection with our program of promoting our unified brand names and
identity, we generally seek to have our dealers sell a full line of our products
(such as tractors, crop production and crop harvesting). Generally, we achieve
greater market penetration where each of our dealers sells the full line of
products from only one CNH brand. Although appointing dealers that sell more
than one of our brands is not part of our business model, some joint dealers
exist, either for historical reasons or in limited markets where is it not
feasible to have separate dealers for each CNH brand. In some limited cases,
dealerships are operated under common ownership with separate facilities for
each of our brands.

     In North America, Mexico, most of Europe, Brazil and Australia, the
distribution of our products is generally accomplished directly through the
dealer network. In other parts of the world, our products are sold initially to
distributors who then resell them to dealers in an effort to take advantage of
such distributors' expertise and to minimize our marketing costs. Generally,
each of our distributors has responsibility for an entire country.

     We believe that it is generally more cost-effective to distribute our
products through independent dealers, and therefore we maintain company-owned
dealerships only in markets where we have experienced difficulty in establishing
satisfactory independent dealer relationships. At December 31, 2001, we operated
57 company-owned dealerships, located in the U.S., Canada and Germany. In the
mature markets, we expect a decrease in the number of our dealers in the coming
years, as the process of farm consolidation pressures dealers' financial

                                        40
<PAGE>

positions. In North America, we operate a dealer development program that allows
approved dealer candidates to purchase dealerships from us over a fixed period
of time, with payments being made from the dealer's profits.

     A strong dealer network with wide geographic coverage is a critical element
in the success of any manufacturer of agricultural and construction equipment.
We possess one of the industry's broadest dealer networks and are working to
further enhance the network through the expansion of our lines of products and
customer services (including enhanced Financial Services) and an increased focus
on dealer support. To assist our dealers in building rewarding relationships
with their customers, we have introduced focused customer satisfaction programs
and seek to incorporate customer input into our product development and service
delivery processes.

     As the equipment rental business becomes a more significant factor in the
both the agricultural and construction equipment markets, we are continuing to
support our dealer network by facilitating sales of equipment to the local,
regional and national rental companies through our dealers as well as by
encouraging dealers to develop their own rental activities. We believe that a
strong dealer service network is required to maintain the rental equipment and
to insure that the equipment remains at peak performance levels both during its
life as rental equipment and afterward when resold into the second hand market.
As a leader in light construction equipment, the most requested rental products,
our product performance is key to maintaining our quality reputation, its
attractiveness to the rental customer and its resale value on the used equipment
markets. We have launched several programs to support our dealer service and
rental operations including training, improved dealer standards, financing, and
advertising. Also, as the rental market is a capital-intensive activity and
sensitive to variations in construction demand, we believe that any such
activities should be expanded gradually, with special attention to managing the
resale of rental units into the secondary market by our dealers, who can utilize
this opportunity to improve their customer base and generate additional parts
business.

     In North America, we are contractually obligated to repurchase new
equipment, new parts, business signs and manuals from former dealers following
our termination of the dealership if the former dealer so elects. Outside of
North America, repurchase obligations and practices vary by region. In addition
to the contractual repurchase obligation, certain jurisdictions have
agricultural and construction equipment dealership laws that require us to
repurchase new equipment and new parts at statutory amounts.

     In Japan, CNH and H. Shibamoto each own 50% of New Holland HFT Japan Inc.
("HFT"), which distributes our products in that country. HFT imports and sells a
full range of New Holland's agricultural equipment through approximately 60
retail sales and service centers located throughout Japan. In order to complete
its product offering, HFT also sells certain equipment manufactured by other
producers. HFT is the leading importer of agricultural tractors in the highly
competitive Japanese market and has a leading share of the Japanese markets for
combine harvesters and self-propelled forage harvesters.

PRICING AND PROMOTION

     The actual retail price of any particular piece of equipment is determined
by the individual dealer or distributor and generally depends on market
conditions, features and options. Actual retail sales prices may be lower than
the suggested list prices. We sell equipment to our dealers and distributors at
wholesale prices, which reflect a discount from the suggested list price. In the
ordinary course of its business, we engage in promotional campaigns that may
include price incentives or preferential credit terms on the purchase of certain
products.

     To ensure proper sale value for our equipment, we analyze competitors'
prices to assess the correct price levels for our equipment in each market. In
the agricultural business, under both the New Holland and Case IH brands,
products can be offered at different price points for basic products or fully
featured, leading technology products. This pricing mechanism allows us to reach
different customers without significant discounting in equipment prices.

                                        41
<PAGE>

     We regularly advertise our products to the community of farmers,
contractors, builders and agricultural and construction contractors, as well as
to distributors and dealers in each of our major markets. To reach our target
audience, we use a combination of general media, specialized design and trade
magazines and direct mail. We also regularly participate in major international
and national trade shows and engage in co-operative advertising programs with
major distributors and dealers. The promotion strategy of the Case IH and New
Holland brands varies according to our customer targets for those brands.

PARTS AND SERVICES

     The replacement parts and associated service business is a major source of
revenue for both our company and our dealers. The quality and timely
availability of parts and service are important competitive factors, as they are
significant elements in overall customer satisfaction and strong contributors to
the original equipment purchase decision. Our sales of parts represented
approximately 19% of our total net sales in 2001.

     We supply a complete range of parts, many of which are proprietary, to
support items in our current product line as well as for products that we have
sold in the past. As many of the products that we sell can have economically
productive lives of up to 20 years when properly maintained, each unit that is
retailed into the marketplace has the potential to produce a long-term revenue
stream for both CNH and our dealers. Sales of replacement parts have
historically been less subject to sharp changes in demand than sales of new
equipment and typically generate higher gross margins than sales of new
equipment.

     In order to improve the distribution of replacement parts and the
efficiency of our parts and services network, we have entered into arrangements
with three major suppliers of warehousing services. TNT provides warehousing
services in Latin America and APL Logistics provides similar services for most
of the Case/Case IH distribution channel in North America on a fee for service
basis. In North America, Caterpillar Logistics Services, Inc., a subsidiary of
Caterpillar Inc., provides warehousing services to us with respect to parts
operations for the New Holland brand, also on a fee for service basis. We handle
logistical arrangements directly with respect to parts operations in other areas
of the world.

     At December 31, 2001, we operated and administered 39 parts depots
worldwide, either directly or through arrangements with our warehouse service
providers, including 21 in North America, 12 in Europe, two in Latin America and
four in Australia and New Zealand. These depots supply parts to distributors,
which are responsible for sales to retail customers. Management believes that
these parts depots and our parts delivery systems provide our customers with
timely access to substantially all of the parts required to support our
equipment. We have reduced the number of parts depots from 45 to 39 at the end
of 2001, as part of the ongoing restructuring activities associated with the
merger of New Holland and Case, and we plan further reductions to 31 depots by
2003.

     Through the establishment of common platforms and systems for various
product lines, we have enhanced the efficiency and cost effectiveness of our
parts business by centralizing the production of these components.

     As part of the expansion of our product range and the renewal of most of
our agricultural and construction equipment product lines, many new parts have
entered or will enter into our parts system. To take advantage of the
significant number of shared parts being designed for the new common component
system, we have developed a new common parts packaging system for parts that can
be used by any of our multiple brands. A small number of high volume common
parts will be distinctly packaged for each brand or brand family, even if the
parts are identical. These would typically be the parts that a customer might
see in a dealer's showroom. All remaining parts will utilize common CNH
packaging to minimize costs and distribution complexity.

     The development of a common global parts system for all products and brands
is another key merger profit improvement action that is facilitating the depot
rationalization program. We also expect the new parts system to improve parts
inventory management and customer service levels. The new system is expected to
be installed in North American locations by the first quarter of 2003 and in
Western Europe by the first quarter of 2004.

                                        42
<PAGE>

SERVICE AND WARRANTY

     Our products are warranted to the end user to ensure end-user confidence in
design workmanship and material quality. Warranty lengths vary depending on
competitive standards established within individual markets. In general,
warranties tend to be for one to three years, with some as short as six months,
and cover all parts and labor for non-maintenance repairs and wear items,
provided operator abuse, improper use or negligence did not necessitate the
repair. Warranty on some products is limited by hours of use, and purchased
warranty is available on most products. Dealers submit claims for warranty
reimbursement to us and are credited for the cost of repairs if the repairs meet
our prescribed standards. Warranty expense is accrued at the time of sale, and
purchased warranty revenue is deferred and amortized over the life of the
warranty contract.

     Our distributors and dealers provide service support outside of the
warranty period. Our service engineers or service training specialists train
service personnel in one of several CNH training facilities around the world or
on location at dealerships.

SEASONALITY AND PRODUCTION SCHEDULES

     Seasonal industry conditions affect our sales of agricultural equipment
and, to a lesser extent, construction equipment. Our production levels are based
upon estimated retail demand. These estimates take into account the timing of
dealer shipments, which are in advance of retail demand, dealer inventory
levels, the need to retool manufacturing facilities to produce new or different
models and the efficient use of manpower and facilities. We adjust our
production levels to reflect changes in estimated demand, dealer inventory
levels, labor disruptions and other matters not within our control. However,
because we spread our production and wholesale shipments throughout the year to
take into account the factors described above, wholesale sales of agricultural
equipment products in any given period may not reflect the timing of dealer
orders and retail demand.

INSURANCE

     We maintain insurance with third-party insurers and with affiliates of Fiat
to cover various risks resulting from our business activities including, but not
limited to, risk of loss or damage to our facilities, business interruption
losses, general liability, product liability, automobile liability and directors
and officers liability insurance. Management believes that our present level of
insurance coverage is adequate to cover such potential losses arising out of
these and other insurable risks.

LEGAL PROCEEDINGS AND REGULATION

     We are party to various legal proceedings in the ordinary course of our
business, including product warranty, dealer disputes, workers compensation, and
customer and employment matters. In addition, certain of our Brazilian
subsidiaries are currently contesting certain claims made by the Brazilian tax
authorities related to taxation and employer social contributions. Although we
cannot accurately predict the amount of any liability that may arise with
respect to any of these matters, we do not expect any proceeding, if determined
adversely to us, to have a material adverse effect on our consolidated financial
position, results of operations or cash flows. Although we vigorously defend all
claims, we make provision for potential liabilities when we deem them probable
and reasonably estimable. These provisions are based on current information and
legal advice and are adjusted from time to time according to developments.

     We operate in multiple jurisdictions and are subject to competition law and
other laws and regulations of those jurisdictions. On July 17, 2001, the
European Commission issued a Statement of Objections alleging that our French
and Italian subsidiaries adopted practices limiting sales outside of dealer
territories. We submitted a reply to the European Commission and a hearing was
held on January 28, 2002. As of the date of this report, the Commission had not
provided a ruling. The European Commission has the power to assess a wide range
of fines, penalties and sanctions, which may be significant. Any fines would be
assessed by the Commission only after a ruling by the Commission that these
subsidiaries engaged in anti-competitive practices. We believe that the
allegations should be dismissed. However, we are unable to predict the outcome
                                        43
<PAGE>

of this proceeding and, while we intend to appeal the decision if the outcome is
unfavorable, we cannot assure you that any fine the Commission might impose
would not have a material adverse impact on our business, financial condition
and results of operations.

     We are party to a lawsuit filed against us in the U.S. District Court for
the Southern District of Florida alleging that the plaintiffs have an interest
in respect of O&K Mining GmbH ("O&K"), which is 75% owned by us. The plaintiffs
allege that O&K was expropriated from their Jewish grandfather in the 1930's
during the Nazi era and sold to other companies. The plaintiffs claim that they
own a 25% interest in O&K and are seeking restitution of that 25% interest as
well as monetary damages amounting to profits, dividends and other income
derived therefrom. We believe these allegations are without merit and intend
vigorously to defend the case.

     C. ORGANIZATIONAL STRUCTURE.

     As of April 30, 2002, approximately 84.6% of CNH's outstanding common
shares are owned by Fiat Netherlands Holding N.V., a wholly owned subsidiary of
Fiat. Fiat was founded in Turin on July 11, 1899. In addition to automobile
manufacturing, Fiat produces commercial vehicles, buses, farm tractors and
marine engines.

     As of the end of December 2001, Fiat is one of the world's largest
industrial groups, operating in 61 countries with 1,063 companies, of which 274
subsidiaries and affiliates are located in Italy. Fiat employs over 198,000
people, including more than 95,500 in Italy.

     Fiat Group companies are organized into ten operating sectors: Automobiles,
Commercial Vehicles, Agricultural and Construction Equipment, Metallurgical
Products, Components, Production Systems, Aviation, Publishing and
Communications, Insurance and Services. These companies include Fiat Auto,
Iveco, CNH, Magneti Marelli, Comau, Teksid, Fiat Avio, Itedi and Toro
Assicurazioni.

     We have over 200 subsidiaries, limited liability companies, joint ventures
and dealer development companies. In 2001, the Company initiated a global
project to rationalize its legal entity structure to eliminate dormant
subsidiaries, merge duplicative subsidiary entities and generate administrative
efficiencies and related personnel savings within the various countries in which
it operates.

     A listing of our directly and indirectly owned (10% or greater)
subsidiaries and affiliates as of December 31, 2001 is set forth in an exhibit
to this Form 20-F.

     D. PROPERTY, PLANTS AND EQUIPMENT.

     Our facilities are well maintained, in good operating condition and are
suitable for their present purposes. These facilities, including the planned
restructuring actions and planned capital expenditures, are expected to meet our
manufacturing needs in the foreseeable future. Planned capacity is adequate to
satisfy anticipated retail demand and the operations are designed to be flexible
enough to accommodate the planned product design changes required to meet market
conditions and new product programs.

     The following table provides information about our principal manufacturing,
engineering and administrative facilities, excluding joint ventures, as of
December 31, 2001:

<Table>
<Caption>
                                                                          APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
<S>                           <C>                                        <C>             <C>
UNITED STATES
Belleville, PA..............  Skid Steer Loaders; Manure Spreaders             540                  Owned
Benson, MN..................  Agricultural Sprayers                            219                  Owned
Burlington, IA..............  Loader/Backhoes; Crawler/Dozers; Fork            989                  Owned
                              Lift Trucks
Burr Ridge, IL..............  Technology (Engineering) Center                  549                  Owned
Dublin, GA..................  Compact Tractors                                  60                 Leased
</Table>

                                        44
<PAGE>

<Table>
<Caption>
                                                                          APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
<S>                           <C>                                        <C>             <C>
East Moline, IL.............  Combine Harvesters; Cotton Pickers; Grain      2,375                  Owned
                              Heads
Fargo, ND...................  Tractors; Wheel Loaders                          531                  Owned
Goodfield, IL...............  Soil Management (Tillage Equipment)              233                  Owned
Grand Island, NE............  Combine Harvesters; Hay & Forage                 680                  Owned
Lake Forest, IL.............  Global Management Offices                         65                 Leased
New Holland, PA.............  Administrative Facilities; Hay & Forage;       1,190                  Owned
                              Engineering Center
Racine, WI..................  Tractor Assembly; Transmissions; Foundry       2,834                  Owned
Racine, WI..................  Principal Administrative Facilities              400           Owned/Leased
Wichita, KS.................  Skid Steer Loaders; Directional Drills;          455                  Owned
                              Trenchers

ITALY
Imola.......................  Loader/Backhoes; Engineering Center              384                  Owned
Jesi........................  Tractors                                         710                  Owned
Lecce.......................  Construction Equipment; Engineering            1,550                  Owned
                              Center
Modena......................  Components                                     1,150                  Owned
San Matteo..................  Research and Development                         540                  Owned
San Mauro...................  Construction Equipment; Engineering              590                  Owned
                              Center

FRANCE
Coex........................  Grape Harvesters; Engineering Center             280                  Owned
Crepy-En-Valois.............  Excavators; Loader/Backhoes                      676                  Owned
Croix.......................  Cabs                                             466                  Owned
Tracy-Le-Mont...............  Hydraulic Cylinders                              204                  Owned
Villepinte..................  Administrative Facilities                         55                 Leased

UNITED KINGDOM
Basildon....................  Tractors; Components; Engineering Center       1,390                  Owned
Lincoln.....................  Agricultural Sprayers                             24                  Owned

GERMANY
Berlin......................  Construction Equipment; Engineering            1,113                 Leased
                              Center
Dortmund....................  Administrative Facilities; Test and Parts        348                 Leased
                              Centers
Heidelberg..................  Administrative and Warehouse Facilities          162                  Owned
Neustadt....................  Forage and Combine Harvesters                    515                  Owned

BRAZIL
Curitiba....................  Tractors; Combine Harvesters; Engineering        760                  Owned
                              Center
Belo Horizonte..............  Construction Equipment; Engineering              510                  Owned
                              Center
Piracicaba..................  Sugar Cane Harvesters                            108                  Owned

CANADA
Saskatoon...................  Air-Seeding Equipment; Engineering Center        750                  Owned

BELGIUM
Antwerp.....................  Components                                       850                 Leased
Zedelgem....................  Combine Harvesters; Hay & Forage; Tractor      1,590                  Owned
                              Loaders; Engineering Center
</Table>

                                        45
<PAGE>

<Table>
<Caption>
                                                                          APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
<S>                           <C>                                        <C>             <C>
OTHERS
Bundaberg, Australia........  Sugar Cane Harvesters                            206                  Owned
St. Valentin, Austria.......  Tractors                                         398                 Leased
New Delhi, India............  Tractors; Engineering Center                     360                  Owned
Plock, Poland...............  Combine Harvesters                             1,020                  Owned
</Table>

---------------
* in thousands of square feet

     In addition, we own or lease a number of other manufacturing and
non-manufacturing facilities, including office facilities, parts depots and
dealerships, worldwide.

ENVIRONMENTAL MATTERS

     Our operations and products are subject to extensive environmental laws and
regulations in each of the countries in which we operate. We are voluntary
participants in several government-sponsored initiatives that benefit the
environment. We have an ongoing Pollution Prevention Program to reduce
industrial waste, air emissions and water usage by incorporating adjustments in
business activity, recycling efforts and hazard assessments of raw materials. We
have a program designed to implement environmental management practices and
compliance, to promote continuing environmental improvements and to identify and
evaluate environmental risks at manufacturing and other facilities worldwide.

     Our engines and equipment are subject to extensive statutory and regulatory
requirements that impose standards with respect to air emissions. Further
emissions reductions in the future from non-road engines and equipment have been
promulgated or are contemplated in the United States as well as by non-U.S.
regulatory authorities in many jurisdictions throughout the world. We expect
that we may make significant capital and research expenditures to comply with
these standards now and in the future. We anticipate that these costs are likely
to increase as emissions limits become more stringent. At this time, however, we
are not able to quantify the dollar amount of such expenditures as the levels
and timing are not agreed by the regulatory bodies. The failure to comply with
these emission limits could result in adverse effects on future financial
results.

     We will incur capital expenditures in connection with matters relating to
environmental control and will also be required to spend additional amounts in
connection with ongoing compliance with current and future laws and regulations.
Capital expenditures for environmental control and compliance in 2001 were not
material and projections for 2002 and 2003 are not expected to be material. The
Clean Air Act Amendments of 1990 and European Commission directives affect
directly the operations of all of our manufacturing facilities in the United
States and Europe currently and in the future. The manufacturing processes
affected include painting, coating and foundry operations. Although capital
expenditures for environmental control equipment and compliance costs in future
years will depend on legislative, regulatory and technological developments that
cannot accurately be predicted at this time, we anticipate that these costs are
likely to increase as environmental requirements become more stringent. We
believe that these capital costs, exclusive of product-related costs, will not
have a material adverse effect on our financial position or results of
operations.

     Pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, and other federal and state laws that impose similar
liabilities, we have received inquiries for information or notices of our
potential liability regarding 39 non-owned sites to which Case allegedly sent
hazardous substances for disposal ("Waste Sites"). Seventeen of the Waste Sites
are on the National Priority List promulgated pursuant to CERCLA. At 35 of the
Waste Sites, the monetary amount or extent of our liability has been resolved,
we have not been named as a potentially responsible party ("PRP"), or our
liability is likely de minimis in comparison with other PRPs. 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, our potential liability
for remediation

                                        46
<PAGE>

costs associated with the 39 Waste Sites could change. Moreover, because
liability under CERCLA and similar laws can be joint and several, we could be
required to pay amounts in excess of its pro rata share of remediation costs.
However, when appropriate, our understanding of the financial strength of other
PRPs has been considered in the determination of our potential liability. We
believe that the costs associated with the Waste Sites will not have a material
adverse effect on our financial position or results of operations.

     We have conducted environmental investigatory or remedial activities at
certain properties that are currently or were formerly owned and/or operated or
which are being decommissioned. We believe that the outcome of these activities
will not have a material adverse effect on our financial position or results of
operations. The preceding paragraphs regarding environmental matters are
forward-looking statements, and the actual costs could differ materially from
those costs currently anticipated due to the nature of the historical disposal
and release activities typical of manufacturing and related operations that have
occurred in the United States and other countries, and as a result of laws which
now and in the future may impose liability for previously lawful disposal and
release activities. As we have in the past, we will fund our costs of
environmental compliance from operating cash flows.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     We have prepared our financial statements in accordance with generally
accepted accounting principles in the United States or U.S. GAAP. The impact of
acquisitions, particularly the impact of the Case and New Holland merger, has
affected the comparability of the respective prior-year data. We have made
certain reclassifications of prior year amounts to conform with the current year
presentation.

     Our agricultural and construction equipment businesses are collectively
referred to as our Equipment Operations. Our financial services businesses are
collectively referred to as Financial Services. Unless otherwise indicated, all
financial data set forth herein is expressed in U.S. Dollars.

     The "Consolidated" data in this section includes CNH Global N.V. and its
consolidated subsidiaries and conforms to the requirements of Statement of
Financial Accounting Standards ("SFAS") No. 94. In the supplemental
consolidating data in this section, "Equipment Operations" (with "Financial
Services" on the equity basis) include primarily CNH Global N.V.'s agricultural
and construction equipment operations. The supplemental "Financial Services"
consolidating data in this section include primarily CNH Global N.V.'s financial
services business. Transactions between "Equipment Operations" and "Financial
Services" have been eliminated to arrive at the "Consolidated" data. This
presentation is consistent with the other consolidated and supplemental
financial information presented throughout this report.

     A. OPERATING RESULTS.

     2001 COMPARED TO 2000

     Revenues

     Consolidated revenues for 2001 totaled approximately $9,715 million as
compared to approximately $10,041 million in 2000. Adjusted for the adverse
impact of foreign exchange rates ($311 million) and divestitures ($351 million),
consolidated revenues rose by 3% compared to 2000 despite a declining equipment
market. The largest component of our consolidated revenues is our net sales of
agricultural and construction equipment, which were $9,030 million in 2001 as
compared to approximately $9,337 million in 2000. Adjusted for the impact of
unfavorable exchange rates ($311 million) and divestitures ($351 million), net
sales of equipment rose by 4% compared to 2000.

                                        47
<PAGE>

     Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2001
and 2000 by geographic area were as follows:

<Table>
<Caption>
                                                            2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
<S>                                                        <C>      <C>
NET SALES
  Western Europe.........................................  $3,168   $3,613
  North America..........................................   4,197    4,072
  Latin America..........................................     587      633
  Rest of World..........................................   1,078    1,019
                                                           ------   ------
     Total net sales.....................................  $9,030   $9,337
                                                           ======   ======
</Table>

     Net sales of equipment decreased in 2001 reflecting approximately $311
million in unfavorable currency translation, and divestitures accounted for a
further negative impact of $351 million. Overall in 2001, world market demand
for major agricultural equipment product lines was approximately 6% lower than
in 2000, as increased demand for tractors and combines in North America and
Latin America was more than offset by decreased demand in Western European and
Rest of World markets. World market demand for major construction equipment
product lines in 2001 decreased in virtually all major product lines and major
market areas. Our mix of sales weakened slightly as our overall backhoe loader
market share declined. However, in the important North American agricultural
equipment market, our market share increased, reflecting the beginning of a
recovery from our first year after the merger.

     Agricultural Equipment

<Table>
<Caption>
                                                            2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
<S>                                                        <C>      <C>
NET SALES
  Western Europe.........................................  $1,970   $2,181
  North America..........................................   2,876    2,510
  Latin America..........................................     420      413
  Rest of World..........................................     807      773
                                                           ------   ------
     Total net sales.....................................  $6,073   $5,877
                                                           ======   ======
</Table>

     Net sales of agricultural equipment in 2001 were approximately 3% higher
than in 2000. A slight increase in unit sales of tractors (by less than one
percentage point) was partially offset by the unfavorable effects of currency
translation and divestitures. Overall worldwide tractor market demand in 2001,
as measured in units, decreased by about 6% from 2000 levels, while overall
combine demand increased by about 4%. Despite divestitures, our overall
worldwide retail market share was less than one percentage point higher in 2001
compared with 2000.

     In Western Europe, net sales of agricultural equipment decreased by 10%,
reflecting lower tractor and combine unit sales and the 3% decline in the
average value of the Euro and the 5% decline in the average value of the British
Pound, in each case as compared with the U.S. Dollar from 2000 to 2001. Overall
tractor market demand, as measured in units, decreased by about 7% in 2000 and
overall combine market demand decreased by about 13%.

     In North America, net sales of agricultural equipment increased by about
15% in 2001 compared with 2000, reflecting higher tractor and combine unit
sales. Total market demand for agricultural tractors in North America increased
by about 10%, led by a 10% increase in demand for under 40 horsepower tractors.
Industry demand for mid-sized (40 to 100 horsepower) tractors increased by about
8%, demand for large two wheel drive tractors over 100 horsepower also increased
by approximately 11% while demand for four wheel drive tractors increased by
more than 13%. Combine market demand increased by about 9%.

                                        48
<PAGE>

     In Latin America, net sales of agricultural equipment in 2001 were 2%
higher than in 2000. Unit sales increased by about 13% and pricing and mix were
favorable, but the average value of the Brazilian Real declined by approximately
22% in 2001 compared with 2000. Total market demand for agricultural tractors in
Latin America increased by 8%, led by approximately 15% higher market demand for
tractors in Brazil, based on unit sales, as the Brazilian government sustained
its programs to assist farmers in purchasing equipment. Total market demand for
combines rose by about 11%, with total industry unit sales of combines in Brazil
increasing by about 9%.

     In markets throughout the Rest of the World, net sales of agricultural
equipment in 2001 increased by approximately 4% compared to 2000. Unit sales of
tractors in 2001 were higher than in 2000, while unit sales of combines were
essentially unchanged. This was offset by a decline in the value of the
Australian Dollar as compared with the U.S. Dollar by about 11% from 2000 to
2001.

     Construction Equipment

<Table>
<Caption>
                                                            2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
<S>                                                        <C>      <C>
NET SALES
  Western Europe.........................................  $1,198   $1,432
  North America..........................................   1,321    1,562
  Latin America..........................................     167      220
  Rest of World..........................................     271      246
                                                           ------   ------
     Total net sales.....................................  $2,957   $3,460
                                                           ======   ======
</Table>

     Net sales of construction equipment decreased by approximately 15% in 2001
compared with 2000. The decline in net sales reflects lower unit sales in most
product lines and in most markets, as construction activity slowed during the
year, and to the unfavorable effects of currency translations. Our overall unit
sales decreased in 2001 by about 17%. Overall worldwide market demand as
measured in units decreased by about 11% from 2000 to 2001, led by a 16% decline
in worldwide market demand for backhoe loaders, for which we are the industry
leader. Worldwide industry demand for skid steer loaders declined by
approximately 11% and worldwide market demand for heavy construction equipment
declined by approximately 9%. Our overall worldwide retail market share declined
by less than one percentage point in 2001 compared with 2000.

     In Western Europe, net sales of construction equipment decreased by 16%,
reflecting 14% lower unit sales, the 3% decline in the value of the Euro and the
5% decline in the value of the British Pound from 2000 to 2001 and the impact of
the Fermec divestiture. Overall market demand, as measured in units, decreased
by approximately 10% in 2001.

     In North America, net sales of construction equipment decreased by
approximately 15% in 2001 compared with 2000. Retail unit sales of our equipment
declined by approximately two percentage points more than the total market
demand for construction equipment which decreased by about 12%, including a 16%
decline in demand for backhoe loaders, an 11% decline in demand for heavy
construction equipment and an 11% decline in demand for skid steer loaders. Our
sales decline reflects the phase in/phase out launch of the new Case M Series
backhoe loader in the first quarter of 2001, in addition to the overall market
decline.

     In Latin America, net sales of construction equipment decreased by 24% in
2001 compared with 2000. The decrease in net sales was principally due to the
decline in the average value of the Brazilian Real by approximately 22% in 2001
compared with 2000, lower sales of parts, and a slight decrease of 1% in unit
sales in that region. Total market demand, as measured in units, decreased by
about 9%, including a 32% decline in market demand for skid steer loaders and a
17% decline in Latin American market demand for backhoe loaders, partially
offset by a 4% increase in market demand for heavy construction equipment.

     In markets throughout the Rest of World, where we have a minimal presence
outside of Australia, net sales of construction equipment increased by 10% in
2001 compared with 2000. The increase in net sales was principally due to
improved pricing and higher sales of parts, partially offset by a decline in
unit sales by about

                                        49
<PAGE>

17% and an 11% decline in the value of the Australian Dollar as compared with
the U.S. Dollar from 2000 to 2001. Total market demand decreased by
approximately 10%.

     Finance and Interest Income

     Consolidated finance and interest income declined from $704 million in 2000
to $685 million in 2001. Finance and interest income in Equipment Operations
increased to $149 million in 2001 as compared to $68 million in 2000, reflecting
primarily the increased interest costs of the increased intersegment lending
from Equipment Operations to Financial Services compared with 2000.

     Financial services revenues totaled $739 million in 2001, down $60 million
from the $799 million reported a year ago. The decline in revenues was primarily
caused by a $70 million decrease in finance and interest income earned on retail
and wholesale receivables in 2001 due principally to a 2% decrease in the
average yield, offset by an 8.3% increase in the average balance of outstanding
retail and wholesale receivables. The decline in finance and interest income was
offset by an increase in securitization related revenues to $143 million from
$133 million in the prior year. This increase was principally related to
increases in gains recorded on securitization transactions executed during the
falling interest rate environment of 2001.

     Costs and Expenses

     Costs of goods sold decreased by $234 million to $7,586 million in 2001,
but as a percentage of net sales of equipment increased slightly from 83.8% in
2000 to 84.0% in 2001. Gross margin (net sales of equipment less cost of goods
sold), expressed as a percentage of net sales of equipment, was 16.0% in 2001 as
compared to 16.2% in 2000. This decline in gross margin reflected a decline in
the gross margin of construction equipment that was only partially offset by an
increase in the gross margin of agricultural equipment. In total, gross margin
deterioration was principally due to lower absorption of fixed costs, pricing
pressures and unfavorable mix, all primarily related to construction equipment,
that was partially offset by favorable agricultural equipment volume, pricing
and a total of $133 million of merger-related profit improvements, primarily
related to lower material costs.

     In 2001, selling, general and administrative ("SG&A") expenses declined by
$53 million to $1,224 million from $1,277 million in the prior year. This
decrease is more than explained by the decline in SG&A expenses in Equipment
Operations to $915 million in 2001 from $1,007 million in 2000, or expressed as
a percentage of net sales of equipment, a decrease from 10.8% in 2000 to 10.1%
in 2001. The decrease in SG&A expenses in Equipment Operations was driven
primarily by the reduction in salaried headcount. These reductions were
principally due to the divestitures required by the U.S. and European regulatory
authorities, ongoing cost reduction initiatives and merger integration profit
improvement activities initiated by us. These actions resulted in a reduction in
SG&A expenses of approximately $110 million in 2001. Partially offsetting the
decline in SG&A expenses of Equipment Operations, SG&A expenses in Financial
Services increased by $40 million, primarily due to higher loan loss provisions
of approximately $30 million, on a pre-tax basis, which were mainly due to loans
made in the non-core businesses.

     During 2000, the portfolio of receivables originated through dealers other
than CNH's dealers ("non-core" dealers) in North America began experiencing
significantly higher credit losses than the core CNH dealer originated
portfolios. At the end of 2000, we decided to cease purchasing non-CNH dealer
originated receivables outside of the agricultural and construction equipment
markets. During 2001, we continued to experience deteriorating performance in
delinquencies and the underlying collateral values of these liquidating
portfolios as well as in the agricultural and construction equipment industry
receivables originated through non-CNH dealers, as compared to portfolios in the
same industries originated by CNH dealers. Based on these continuing trends, we
increased our loss provisions in 2001 and made the decision in January 2002 to
cease origination of all non-core receivables and focus on providing financing
to support our dealers and end-use customers.

     Although we believe that the cessation of originations in these non-core
portfolios has significantly mitigated the potential for additional future
charges, additional loan loss provisions for these portfolios may be
                                        50
<PAGE>

necessary if further, unanticipated deterioration in market conditions affecting
the underlying industries were to occur. The following information summarizes
the significance of these North American non-core portfolios relative to our
total loan portfolios and certain performance-related data as of December 31,
2001 and 2000:

<Table>
<Caption>
                                                           2001      2000
                                                          ------    ------
                                                            (DOLLARS IN
                                                             MILLIONS)
<S>                                                       <C>       <C>
Non-core portfolio......................................    $939    $1,413
Percentage of total portfolio...........................     10%       14%
Delinquency percentage*.................................     25%       18%
Annual loss percentage..................................   6.45%      3.6%
Loss provision provided.................................    $110       $72
</Table>

---------------
* Calculated as the percentage of loans in the relevant portfolio more than 30
  days past due.

     By comparison, delinquency percentages for CNH's North American core
portfolio were 4.3% and 4.5% for 2001 and 2000, respectively, and annual loss
percentages for the North American core portfolio were 0.8% and 1.1% for 2001
and 2000, respectively.

     Ongoing research and development expenses expressed as a percentage of net
sales of equipment remained relatively unchanged at 3.4% in 2001 compared with
3.6% in 2000.

     Our consolidated employment level has been reduced to approximately 28,100.
During 2001, divestitures accounted for a reduction of approximately 1,300
personnel. Total employment has now been reduced by approximately 7,900, or 22%,
since the merger; salaried employment has been reduced by 25%.

     During 2001, we recorded $104 million in restructuring and other merger
related costs for the CNH Merger Integration Plan, including $97 million in
Equipment Operations and $7 million in Financial Services. These restructuring
and other merger related costs relate to severance and other employee-related
costs, write-down of assets, loss on the sale of assets and businesses, costs
related to closing, selling, and downsizing existing facilities and other merger
related costs. The CNH Merger Integration Plan realized $278 million in annual
profit improvements related to product offerings made available through our
multiple distribution channels in 2001 in addition to the $155 million realized
in 2000. These annual profit improvements total $433 million in ongoing profit
improvements compared to the base levels of revenues and costs incurred in the
combined operations of New Holland and Case for the full year 1999. During 2000,
we recorded $157 million in restructuring and other merger related costs for the
CNH Merger Integration Plan. See Note 4, "Restructuring" to the Consolidated
Financial Statements for a detailed analysis of our restructuring programs.

     As a result of our merger integration and development plan, we expect to
achieve over $600 million in annual merger-related profit improvements by
year-end 2003, including the approximately $433 million of annual profit
improvements achieved in 2001 as compared to the base levels of revenues and
costs incurred in the combined operations of New Holland and Case for the full
year 1999.

     The merger-related profit improvements are being achieved in the following
areas:

     Cross-Selling -- The merger of New Holland and Case has allowed us to
enhance revenues and gross profits by selling historical New Holland products to
Case customers and historical Case products to New Holland customers. As an
interim step towards our planned common platform approach, we have expanded the
market reach of many of our products by making relatively minor changes to
existing products and rebranding them for distribution in another dealer
network. Cross-selling revenues are measured by product line and accounted for
approximately $177 million in additional revenue for us in 2001 and
merger-related profit improvements of $35 million.

     Materials Costs -- We have been able to achieve cost savings on materials
in a number of ways. The merger has permitted us to benefit from the savings
associated with higher volume materials purchases. In

                                        51
<PAGE>

addition, we have reevaluated our supplier network and, in some cases, changed
suppliers to enhance cost savings. Our manufacturing reengineering initiatives
have further reduced materials costs through the more efficient design of some
of our components.

     For 2001, our management has classified all materials cost savings as
merger-related profit improvements. Materials cost savings were approximately
$50 million in 2000 and $75 million in 2001.

     Manufacturing, Depot and Other -- We have realized further cost savings by
implementing our plan to rationalize production and close manufacturing plants
and parts depots. These actions are evaluated on a plant-by-plant basis and are
net of any costs that we incur in order to close a particular plant. Plant
rationalization and closures resulted in net cost savings of $58 million in
2001. As the plant and depot rationalization plan continues, we expect continued
merger-related cost savings in this area.

     Selling, General and Administrative -- The merger and our merger-related
restructuring plans have reduced SG&A expenses throughout our business by
combining functions, reducing of employment levels and outsourcing non-core
functions. Our management has determined to classify all profit improvements
from reductions in SG&A expenses for the period from the merger to the end of
2001 (and only for that period) as merger-related profit improvements.
Accordingly, we realized merger-related profit improvements from SG&A reductions
of $96 million and $110 million in 2000 and 2001, respectively, and will not
record any such improvements in future periods.

     The reduction in consolidated interest expense from $793 million in 2000 to
$726 million in 2001 was principally due to lower average interest rates,
partially offset by increased borrowings. Interest expense in Equipment
Operations increased to $585 million in 2001 from $542 million in 2000 primarily
as a result of increased borrowings to support increased intersegment lendings
by Equipment Operations to Financial Services, which yielded lower funding costs
than Financial Services would otherwise have been able to obtain. The decrease
in Financial Services interest expense of $71 million to $339 million was mainly
due to lower average funding costs, partially offset by higher average borrowing
levels to support the higher balances of retail and wholesale receivables. In
2001, we incurred $358 million in interest expense relating to its financing
from Fiat as compared to $291 million in 2000.

     Other, net increased to $193 million in 2001 from $186 million in 2000. The
increase in other expenses was primarily attributable to unfavorable foreign
exchange impacts.

     During 2001, total equity in income (loss) of unconsolidated subsidiaries
and affiliates declined by $14 million to a net loss of $8 million as compared
to net income of $6 million in 2000. Financial services equity in income of
unconsolidated subsidiaries increased $4 million during 2001 due primarily to
the cost reductions related to the termination of origination activities of
certain joint venture arrangements in Europe. Equity in income from our
unconsolidated Equipment Operations activities decreased from a profit of $4
million in 2000 to a loss of $14 million in 2001. The decline was primarily due
to the devaluation of the Turkish Lira in the first quarter of 2001.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, Italy, the United Kingdom, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for CNH as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2001 and 2000, respectively, was 42%
and 53% in Germany. The lowest statutory tax rates in these countries were 30%
in the United Kingdom for both 2001 and 2000. Our effective tax rate was
approximately 24% in 2001 and 29% in 2000. For an analysis of the principal
factors affecting our effective tax rate, see Note 16, "Income Taxes" to the
Consolidated Financial Statements.

     Net Income

     The consolidated net loss in 2001 was $332 million, compared with a net
loss of $381 million in 2000. On a diluted basis, losses were $1.20 and $1.79
per share in 2001 and 2000, respectively. On a consolidated basis,
                                        52
<PAGE>

the loss before restructuring and other merger related costs, net of tax, was
$253 million in 2001 as compared to a net loss of $269 million in 2000.

     Effect of Currency Translation

     For financial reporting purposes, we convert the financial results of each
of our operating companies into U.S. Dollars, using average exchange rates
calculated with reference to those rates in effect during the year. As a result,
any change from year to year in the U.S. Dollar value of the other currencies in
which we incur costs or receive income is reflected in a currency translation
effect on our financial results.

     The impact of currency translation on the results of Financial Services
operations is minimal, reflecting the geographic concentration of such
operations within the United States. For Equipment Operations, the impact of
currency translation on net sales generally is largely offset by the translation
impact on costs and expenses.

     During 2001, the average change in the currencies of our major operations
as compared with the U.S. Dollar were declines in the values of the Euro by 3%,
the Australian Dollar by 11%, the British Pound by 5% and the Brazilian Real by
22%. The value of the Canadian Dollar declined by 4% and the value of the
Japanese Yen declined by 13%. The impact of these movements reduced net sales by
3% and reduced the absolute gross margin by 5%. The impact on net income was
approximately $10 million unfavorable, as the impact on overhead costs was
favorable.

     2000 COMPARED TO 1999

     The acquisition of Case in November 1999 was the primary factor underlying
the differences between our actual results for 2000 and 1999. Therefore,
following this section, we present a comparison of our actual results for 2000
and our pro forma results for 1999 which illustrate the effects of the Case
acquisition as if it had occurred at January 1, 1999. Please refer to this
discussion for additional meaningful information regarding variances between our
2000 actual results and our 1999 pro forma results.

     Revenues

     Consolidated revenues for 2000 totaled $10,041 million as compared to
$6,273 million in 1999. The largest component of our consolidated revenues is
our net sales of agricultural and construction equipment which were $9,337
million in 2000, up 57% from $5,949 million in 1999. The increase in net sales
in 2000 was largely due to the full year impact of the Case acquisition and the
acquisition of Flexi-Coil in January 2000, offset in part by approximately $425
million in unfavorable currency translation on net sales of equipment and lower
industry volumes.

     Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2000
and 1999 by geographic area were as follows:

<Table>
<Caption>
                                                           2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
<S>                                                       <C>      <C>
NET SALES
  Western Europe........................................  $3,613   $2,918
  North America.........................................   4,072    2,076
  Latin America.........................................     633      386
  Rest of World.........................................   1,019      569
                                                          ------   ------
     Total net sales....................................  $9,337   $5,949
                                                          ======   ======
</Table>

                                        53
<PAGE>

     Agricultural Equipment

<Table>
<Caption>
                                                           2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
<S>                                                       <C>      <C>
NET SALES
  Western Europe........................................  $2,181   $1,826
  North America.........................................   2,510    1,347
  Latin America.........................................     413      273
  Rest of World.........................................     773      458
                                                          ------   ------
     Total net sales....................................  $5,877   $3,904
                                                          ======   ======
</Table>

     Construction Equipment

<Table>
<Caption>
                                                           2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
<S>                                                       <C>      <C>
NET SALES
  Western Europe........................................  $1,432   $1,092
  North America.........................................   1,562      729
  Latin America.........................................     220      113
  Rest of World.........................................     246      111
                                                          ------   ------
     Total net sales....................................  $3,460   $2,045
                                                          ======   ======
</Table>

     Finance and Interest Income

     Consolidated finance and interest income increased from $324 million in
1999 to $704 million in 2000. Finance and interest income in Equipment
Operations increased to $68 million in 2000 as compared to $17 million in 1999.

     Financial services revenues totaled $799 million in 2000, an increase of
$387 million from the $412 million reported in 1999. The increase in revenues
was primarily driven by increased finance and interest income earned on retail
and wholesale receivables and the incremental gains recorded on the
securitization transactions as a result of the acquisition of Case and Case
Credit.

     Costs and Expenses

     Costs of goods sold increased by $2,936 million to $7,820 million in 2000,
and as a percentage of net sales of equipment to 83.8% in 2000 from 82.1% in
1999. Gross margin (net sales of equipment less cost of goods sold) in 2000,
expressed as a percentage of net sales of equipment, was 16.2% compared to 17.9%
in 1999.

     Consolidated SG&A expenses increased by $551 million in 2000 to $1,277
million as compared to $726 million in the prior year. SG&A expenses of the
Equipment Operations were $350 million higher in 2000 than $657 million in 1999,
primarily due to the acquisition of Case. The increase in Financial Services
SG&A expenses from $69 million in 1999 to $274 million in 2000, was primarily
due to the acquisition of Case Credit and to $147 million in higher pre-tax loan
loss provisions in 2000 as compared to 1999 and the higher cost of supporting
expansion of credit activities in Europe aimed at improving our level of
financing in Europe relative to our equipment sales. The increase in loan loss
provisions was primarily due to increased delinquencies and losses in the
non-core diversified financing businesses and, to a lesser extent, to prolonged
weakness in the North American farm economy.

     Ongoing research and development expenses as a percentage of net sales of
equipment were approximately 3.6% and 3.3% in 2000 and 1999, respectively.

     During 2000, we recorded $157 million in restructuring and other
merger-related costs for the CNH Merger Integration Plan. These restructuring
and other merger-related costs relate to severance and other

                                        54
<PAGE>

employee-related costs, write-down of assets, loss on the sale of assets and
businesses, costs related to closing, selling and downsizing existing facilities
and other merger-related costs. We realized $155 million in annual profit
improvements in 2000 compared to the base levels of revenues and costs incurred
in the combined operations of New Holland and Case for the full year 1999. In
1999, we recorded additional restructuring charges of $19 million related to
headcount actions contemplated under the 1998 restructuring program initiated by
CNH, then New Holland, to better align our operations in response to the then
current economic and market conditions. See Note 4, "Restructuring" to the
Consolidated Financial Statements for a detailed analysis of our restructuring
programs.

     Consolidated interest expense increased from $266 million in 1999 to $793
million in 2000 primarily as a result of higher debt levels related to the Case
acquisition and higher interest rates. In 2000, we incurred $291 million in
interest expense relating to financing from Fiat as compared to $79 million in
1999.

     Other, net increased to an expense of $186 million in 2000 from income of
$16 million in 1999 primarily related to the amortization of goodwill in 2000
related to the acquisition of Case and to the consolidation of Case Credit
within Financial Services.

     During 2000, total equity in income of unconsolidated subsidiaries and
affiliates decreased by $3 million from net income of $9 million in 1999 to net
income of $6 million in 2000. Financial Services equity in income of
unconsolidated subsidiaries increased by $2 million and equity in income from
our unconsolidated Equipment Operations activities decreased by $5 million.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, the United Kingdom, Italy, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for us as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2000 and 1999, respectively, was 53% in
Germany. The lowest statutory tax rates in these countries in the years ended
December 31, 2000 and 1999, were 30% and 31%, respectively, in the United
Kingdom. Our effective tax rate was approximately 29% in 2000 and 27% in 1999.
For an analysis of the principal factors affecting our effective tax rate, see
Note 16, "Income Taxes" to the Consolidated Financial Statements.

     Net Income

     Net loss in 2000 was $381 million compared with net income of $148 million
in 1999. Diluted earnings (loss) per share for 2000 were a loss of $1.79 as
compared to earnings of $0.97 in 1999. Net loss before restructuring and other
merger related costs, net of tax, was $269 million in 2000 as compared to net
income of $162 million in 1999. The decrease in earnings was primarily
attributable to the Case acquisition, including acquisition related costs and
increased interest expense, as well as the amortization of fair value purchase
accounting adjustments and goodwill related to the merger.

     Effect of Currency Translation

     For financial reporting purposes, we convert the financial results of each
of our operating companies into U.S. Dollars, using average exchange rates
calculated with reference to those rates in effect during the year. As a result,
any change from year to year in the U.S. Dollar value of the other currencies in
which we incur costs or receive income is reflected in a currency translation
effect on our financial results.

     The impact of currency translation on the results of Financial Services
operations is minimal, reflecting the geographic concentration of such
operations. For Equipment Operations, the impact of currency translation on net
sales generally is largely offset by the translation impact on costs and
expenses.

     During 2000, the average change in the currencies of our major operations
as compared with the U.S. Dollar were declines in the values of the Euro by 13%,
the Australian Dollar by 10%, the British Pound by 6% and the Brazilian Real by
1%. The value of the Canadian Dollar remained stable and the value of the
                                        55
<PAGE>

Japanese Yen improved by 5%. The impact on net income was approximately $30
million unfavorable, as the impact on overhead costs, on other costs and on
taxes was favorable.

     2000 COMPARED TO 1999 PRO FORMA RESULTS

     Management believes that a comparison of the actual financial results for
the years 2000 and 1999 is not entirely meaningful due to the magnitude, in
particular, of the Case acquisition, which approximately doubled the revenue and
asset base of CNH. Thus, management has prepared 1999 unaudited consolidated pro
forma statements of operations to illustrate the estimated effects of the
acquisition of Case by New Holland as if this transaction had occurred at
January 1, 1999. The pro forma data reflect the impact of the fair value
adjustments to the Case assets and liabilities acquired, as well as incremental
goodwill amortization and interest expense for the related acquisition
financing.

                                        56
<PAGE>

                         COMPARISON OF THE YEARS ENDED
                DECEMBER 31, 2000 (ACTUAL) AND 1999 (PRO FORMA)

<Table>
<Caption>
                                   CONSOLIDATED             EQUIPMENT OPERATIONS        FINANCIAL SERVICES
                            --------------------------   --------------------------   -----------------------
                                         PRO FORMA                    PRO FORMA                 PRO FORMA
                             2000     1999 (UNAUDITED)    2000     1999 (UNAUDITED)   2000   1999 (UNAUDITED)
                            -------   ----------------   -------   ----------------   ----   ----------------
                                                  (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                         <C>       <C>                <C>       <C>                <C>    <C>
REVENUES:
  Net sales...............  $ 9,337       $ 9,929        $ 9,337       $ 9,929        $ --        $  --
  Finance and interest
     income...............      704           744             68            74         799          785
                            -------       -------        -------       -------        ----        -----
                             10,041        10,673          9,405        10,003         799          785
COSTS AND EXPENSES:
  Cost of goods sold......    7,820         8,320          7,820         8,320          --           --
  Selling, general and
     administrative.......    1,277         1,315          1,007         1,173         274          142
  Research, development
     and engineering......      338           357            338           357          --           --
  Restructuring and other
     merger related
     costs................      157            19            157            19          --           --
  Interest expense........      793           794            542           519         410          390
  Other, net..............      186           150            100            73          86           77
                            -------       -------        -------       -------        ----        -----
                             10,571        10,955          9,964        10,461         770          609
EQUITY IN INCOME OF
  UNCONSOLIDATED
  SUBSIDIARIES AND
  AFFILIATES:
  Financial Services......        2            --             26           112           2           --
  Equipment Operations....        4             1              4             1          --           --
                            -------       -------        -------       -------        ----        -----
Income (loss) before taxes
  and minority interest...     (524)         (281)          (529)         (345)         31          176
Income tax provision
  (benefit)...............     (153)          (97)          (159)         (161)          6           64
Minority interest.........       10             4             11             4          (1)          --
                            -------       -------        -------       -------        ----        -----
Net income (loss).........  $  (381)      $  (188)       $  (381)      $  (188)       $ 26        $ 112
                            =======       =======        =======       =======        ====        =====
PER SHARE DATA:
Basic earnings (loss) per
  share...................  $ (1.79)      $ (1.26)
Diluted earnings (loss)
  per share...............    (1.79)        (1.26)
</Table>

     Revenues

     Consolidated revenues for 2000 totaled approximately $10,041 million
including the impact of $627 million in unfavorable foreign exchange, as
compared to approximately $10,673 million in 1999 on a pro forma basis. The
largest component of our consolidated revenues is our net sales of agricultural
and construction equipment, which were $9,337 million in 2000 as compared to
approximately $9,929 million in 1999 on a pro forma basis. In the following
discussions, all references to CNH's 1999 net sales or units sold will refer to
1999 on a pro forma or combined basis, as if the acquisition of Case by New
Holland had occurred at January 1, 1999, unless specifically stated otherwise.

                                        57
<PAGE>

     Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2000
and 1999 by geographic area were as follows:

<Table>
<Caption>
                                                                   PRO FORMA
                                                          2000       1999
                                                         ------   -----------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
<S>                                                      <C>      <C>
NET SALES
  Western Europe.......................................  $3,613     $4,179
  North America........................................   4,072      4,114
  Latin America........................................     633        573
  Rest of World........................................   1,019      1,063
                                                         ------     ------
     Total net sales...................................  $9,337     $9,929
                                                         ======     ======
</Table>

     Net sales of equipment decreased in 2000, as increased unit sales of
agricultural equipment were more than offset by decreased unit sales of
construction equipment and approximately $625 million in unfavorable currency
translation on sales of equipment. Overall world market demand for major
agricultural and construction equipment product lines increased slightly by 2%
in 2000, driven by increased demand for under 40 horsepower tractors in North
America; increased demand for skid steer loaders in North America, Western
Europe and Latin America; and by increased demand for heavy construction
equipment in Western Europe and Rest of World markets. Demand for large tractors
in North America, combines in Western Europe, and backhoe loaders in North
America and Western Europe declined. Our mix of sales weakened and our overall
market share declined slightly (by less than one percentage point), reflecting
strong competitive responses to the Case and New Holland merger, particularly in
North America, dealer and customer uncertainties as to the product lines
affected by merger-related divestitures and the timing of new product
introductions by us and new products launched by competitors, and the relative
mix of strengthening versus weakening markets and our share in those markets.

     Agricultural Equipment

<Table>
<Caption>
                                                                   PRO FORMA
                                                          2000       1999
                                                         ------   -----------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
<S>                                                      <C>      <C>
NET SALES
  Western Europe.......................................  $2,181     $2,581
  North America........................................   2,510      2,313
  Latin America........................................     413        368
  Rest of World........................................     773        882
                                                         ------     ------
     Total net sales...................................  $5,877     $6,144
                                                         ======     ======
</Table>

     Net sales of agricultural equipment decreased by 4% in 2000 compared with
1999. The decline in net sales occurred as higher unit sales and the addition of
Flexi-Coil were more than offset by unfavorable product mix and the unfavorable
effects of currency translation. Overall worldwide tractor market demand in
2000, as measured in units, decreased by approximately 3% from 1999 levels,
while overall combine demand decreased by approximately 2%.

     In Western Europe, net sales of agricultural equipment decreased by 15%,
reflecting lower unit sales and the 13% decline in the value of the Euro and the
6% decline in the value of the British Pound, in each case as compared with the
U.S. Dollar from 1999 to 2000. Overall tractor market demand, as measured in
units, decreased by approximately 7% in 2000 and overall combine market demand
decreased by approximately 19%.

                                        58
<PAGE>

     In North America, net sales of agricultural equipment increased by
approximately 9% in 2000 compared with 1999. Total market demand for
agricultural tractors in North America increased by approximately 9%, led by a
13% increase in demand for under 40 horsepower tractors. Industry demand for
mid-sized (40 to 100 horsepower) tractors increased by approximately 5% while
demand for large two wheel drive tractors over 100 horsepower declined by 1% and
demand for four wheel drive tractors declined by approximately 9%, reflecting
continued low commodity prices. Combine market demand increased by approximately
5%.

     In Latin America, net sales increased by 12% in 2000 compared with 1999.
Unit sales increased by approximately 22%. Total market demand for agricultural
tractors in Latin America increased by 10%, led by higher market demand in
Brazil as the Brazilian government sustained its programs to assist farmers in
purchasing equipment. Total market demand for combines rose by approximately
22%.

     In markets throughout the Rest of World, net sales of agricultural
equipment decreased by 12% in 2000 compared with 1999 despite an 8% increase in
unit sales of tractors and combines. The decline in net sales principally
reflects the 10% decline in the value of the Australian Dollar as compared with
the U.S. Dollar from 1999 to 2000, and a weaker mix of tractor sales
particularly in the weakening Australian market.

     Construction Equipment

<Table>
<Caption>
                                                                   PRO FORMA
                                                         2000        1999
                                                        ------   -------------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
<S>                                                     <C>      <C>
NET SALES
  Western Europe......................................  $1,432      $1,598
  North America.......................................   1,562       1,801
  Latin America.......................................     220         205
  Rest of World.......................................     246         181
                                                        ------      ------
     Total net sales..................................  $3,460      $3,785
                                                        ======      ======
</Table>

     Net sales of construction equipment decreased by approximately 9% in 2000
compared with 1999. The decline in net sales was primarily attributable to an 8%
decline in unit sales in North America as construction activity slowed during
the year and to the unfavorable effects of currency translations. Overall unit
sales decreased in 2000 by approximately 2%. Overall worldwide market demand as
measured in units, increased by approximately 5% from 1999 to 2000.

     In Western Europe, net sales of construction equipment decreased by 10%,
reflecting a slight increase of 3% in unit sales offset by the 13% decline in
the value of the Euro and the 6% decline in the value of the British Pound, both
as compared with the U.S. Dollar from 1999 to 2000. Overall market demand, as
measured in units, increased by approximately 8% in 2000.

     In North America, net sales of construction equipment decreased by about
13% in 2000 compared with 1999. Total market demand for construction equipment
decreased by approximately 1%, including 10% declines in demand for backhoe
loaders and heavy construction equipment, partially offset by an 11% increase in
demand for skid steer loaders.

     In Latin America, net sales of construction equipment increased by 7% in
2000 compared with 1999. The increase in net sales was principally due to a
strong increase of 18% in unit sales in that region. Total market demand
increased by approximately 4%.

     In markets throughout the Rest of World, net sales of construction
equipment increased by 36% in 2000 compared with 1999 as unit sales increased
significantly by 33%. Total market demand increased by approximately 18%.

                                        59
<PAGE>

     Finance and Interest Income

     Consolidated finance and interest income declined from $744 million in 1999
to $704 million in 2000. Finance and interest income in Equipment Operations
decreased to $68 million in 2000 as compared to $74 million in 1999.

     Financial services revenues totaled $799 million in 2000, an increase of
$14 million from the $785 million in 1999 on a pro forma basis. The increase in
revenues was primarily driven by increased finance and interest income earned on
retail and wholesale receivables offset by reduced gains on securitization
transactions executed during the rising interest rate environment of 2000.

     Costs and Expenses

     Costs of goods sold decreased by $500 million to $7,820 million in 2000,
but as a percentage of net sales of equipment remained unchanged at 83.8% in
both 2000 and 1999. Gross margin (net sales of equipment less cost of goods
sold), expressed as a percentage of net sales of equipment, was 16.2% in 2000,
the same as in 1999. Lower shipments of higher margin construction equipment
more than offset higher shipments of lower margin agricultural equipment.
Slightly weaker product mix and unfavorable impacts of currency translation were
offset by slightly positive pricing, the addition of Flexi-Coil results and $55
million of merger-related profit improvements, primarily related to lower
material costs.

     During 2000, consolidated SG&A expenses were $1,277 million, $38 million
lower than in the comparable period in 1999. This decrease is more than
explained by the fact that SG&A expenses of the Equipment Operations decreased
to $1,007 million in 2000 from $1,173 million in 1999, or expressed as a
percentage of net sales of equipment decreased from 11.8% in 1999 to 10.8% in
2000, despite lower net sales. The decrease in expenses was primarily driven by
reductions in salaried headcount. These reductions were principally due to the
divestitures required by the U.S. and European regulatory authorities, ongoing
cost reduction initiatives and merger integration profit improvement activities
initiated by us. These actions resulted in a reduction of almost $100 million in
2000.

     The increase in Financial Services SG&A expenses was primarily due to $119
million in higher pre-tax loan loss provisions in 2000 as compared to 1999 on a
pro forma basis and higher cost of supporting expansion of credit activities in
Europe aimed at improving our level of financing in Europe relative to our
equipment sales. The increase in loan loss provisions was primarily due to
increased delinquencies and losses in the non-core diversified financing
businesses and to a lesser extent to prolonged weakness in the North American
farm economy. This increase in diversified financing business delinquencies
largely stemmed from late payments and bankruptcies in the North American
commercial truck industry in the past year. Consequently, we decreased our
volume of loan originations during the fourth quarter by 35% in our diversified
business under the Soris brand.

     Ongoing research and development expenses as a percentage of net sales of
equipment were unchanged at approximately 3.6%.

     Consolidated salaried employment levels declined from approximately 14,900
at December 31, 1999 to approximately 12,700 at December 31, 2000. This decline
was consistent with the decline in overall employment levels from nearly 36,000
at the time of the merger to approximately 31,000 at December 31, 2000, and in
line with the planned 24% reduction in total employment levels by the end of
2003. This 5,000 reduction includes approximately 1,200 employees that were part
of divestitures. The balance is from our headcount reduction initiatives.

     During 2000, we recorded $157 million in restructuring and other
merger-related costs for the CNH Merger Integration Plan. These restructuring
and other merger-related costs relate to severance and other employee-related
costs, write-down of assets, loss on the sale of assets and businesses, costs
related to closing, selling and downsizing existing facilities and other
merger-related costs. We realized $155 million in annual profit improvements in
2000. In 1999, we recorded additional restructuring charges of $19 million
related to headcount actions contemplated under the 1998 restructuring program
initiated by CNH, then New Holland,
                                        60
<PAGE>

to better align our operations in response to the then current economic and
market conditions. See Note 4, "Restructuring" to the Consolidated Financial
Statements for a detailed analysis of our restructuring programs.

     In 2000, consolidated interest expense of $793 million remained unchanged
from the $794 million of interest expense in 1999. Interest expense of our
Equipment Operations increased from $519 million in 1999 to $542 million in 2000
primarily as a result of higher debt levels and higher interest rates. Financial
services interest expense was $410 million and $390 million in 2000 and 1999, on
a pro forma basis respectively. The increase in interest expense was primarily
as a result of higher interest rates partially offset by slightly lower debt
levels.

     Other, net increased from $150 million in 1999 to $186 million in 2000. The
increase in other expenses was primarily attributable to unfavorable foreign
exchange impacts.

     During 2000, total equity in income of unconsolidated subsidiaries and
affiliates increased by $5 million from net income of $1 million in 1999 to net
income of $6 million in 2000. Financial Services equity in income of
unconsolidated subsidiaries increased by $2 million and equity in income from
our unconsolidated Equipment Operations activities increased by $3 million.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, the United Kingdom, Italy, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for us as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2000 and 1999, respectively, was 53% in
Germany. The lowest statutory tax rates in these countries in the years ended
December 31, 2000 and 1999, were 30% and 31%, respectively, in the United
Kingdom. Our effective tax rate was approximately 29% in 2000 and 35% in 1999.
For an analysis of the principal factors affecting our effective tax rate, see
Note 16, "Income Taxes" to the Consolidated Financial Statements.

     Net Income

     In 2000, net income declined from a loss of $188 million in 1999 on a pro
forma basis to a loss of $381 million. Basic and fully diluted earnings per
share declined from a loss of $1.26 in 1999 on a pro forma basis to a loss of
$1.79.

RESTRUCTURING

     We record restructuring liabilities at the time our management approves and
commits us to a restructuring plan that identifies all significant actions to be
taken and the expected completion date of the plan is within a reasonable period
of time. The restructuring liability includes those restructuring costs that (1)
can be reasonably estimated, (2) are not associated with or do not benefit
activities that will be continued and (3) are not associated with or are not
incurred to generate revenues after the plan's commitment date. Restructuring
costs are incurred as a direct result of the plan and (1) are incremental to
other costs incurred by us in the conduct of our activities prior to the
commitment date, or (2) existed prior to the commitment date under a contractual
obligation that will either continue after the exit plan is completed with no
economic benefit to the enterprise or reflect a penalty to cancel a contractual
obligation.

     1998 RESTRUCTURING PROGRAM

     In 1998, we reviewed our manufacturing, selling and administrative
processes in an effort to strengthen our competitive position and to better
align our operations in response to current economic and market conditions. As a
result, we announced a pretax restructuring charge of $40 million for severance
and other costs related to headcount reductions. We refer to these actions as
the 1998 Restructuring Program. The 1998 Restructuring Program included
termination costs to eliminate approximately 420 salaried and 600 hourly

                                        61
<PAGE>

positions. These termination payments included the cost of severance and
contractual benefits in accordance with collective bargaining agreements and CNH
policy, and also included costs for outplacement services, medical and
supplemental vacation and retirement payments.

     In connection with the 1998 acquisition of O&K, we recorded additional
restructuring reserves of approximately $29 million for employee and dealer
termination costs. These costs were recorded in conjunction with the allocation
of the initial O&K purchase price.

     In 1999, we also recorded additional restructuring charges of $19 million
related to the remaining headcount actions contemplated under the 1998
Restructuring Program. These charges primarily represent severance and other
related costs for the elimination of approximately 340 of the remaining salaried
positions under the original plan. In 1999, we expended $52 million for
severance costs as contemplated under our restructuring programs. In 1999, we
reversed $26 million of purchase accounting reserves, as we were unable to
complete required actions within one year of the O&K acquisition. The reversal
of the $26 million restructuring reserve was recorded against the initial O&K
purchase accounting goodwill.

     In 2000, we expended $12 million for severance and other employee costs as
contemplated under the 1998 Restructuring Program. The 1998 Restructuring
Program was completed in 2000 and there have been no other actions under this
program.

     The following tables set forth our activities for the years ended December
31, 1999 and 2000 under the 1998 Restructuring Program (in millions):

<Table>
<Caption>
                                                                      1999 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1998       ADDITIONS   UTILIZED*   ESTIMATES        1999
                                             ------------   ---------   ---------   ----------   ------------
<S>                                          <C>            <C>         <C>         <C>          <C>
Severance and other employee-related
  costs....................................      $71           $19        $(52)        $(26)         $12
Cost related to closing/selling/downsizing
  existing facilities......................       --            --          --           --           --
                                                 ---           ---        ----         ----          ---
          Total restructuring..............      $71           $19        $(52)        $(26)         $12
                                                 ===           ===        ====         ====          ===
</Table>

<Table>
<Caption>
                                                                      2000 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1999       ADDITIONS   UTILIZED*   ESTIMATES        2000
                                             ------------   ---------   ---------   ----------   ------------
<S>                                          <C>            <C>         <C>         <C>          <C>
Severance and other employee-related
  costs....................................      $12           $--        $(12)        $ --          $--
Cost related to closing/selling/downsizing
  existing facilities......................       --            --          --           --           --
                                                 ---           ---        ----         ----          ---
          Total restructuring..............      $12           $--        $(12)        $ --          $--
                                                 ===           ===        ====         ====          ===
</Table>

------------
* Includes currency translation.

     CNH MERGER INTEGRATION PLAN

     As part of our merger integration, we have evaluated the divestiture or
closure of certain manufacturing locations and parts depots. Through the
consolidation of all functional areas, including the impact of divestiture
actions required by the European and U.S. regulatory agencies in connection with
the merger, we expect to significantly reduce our worldwide workforce. The CNH
Merger Integration Plan takes into consideration duplicate capacity and other
synergies including purchasing and supply chain management, and selling, general
and administrative functions. These restructuring actions will be recorded and
implemented through at least 2004.

     The CNH Merger Integration Plan is comprised of two separate programs, the
Case Purchase Accounting Restructuring Program and the CNH Merger Integration
Program. The Case Purchase Accounting Restructuring Program encompasses all
actions of the CNH Merger Integration Plan related to Case that

                                        62
<PAGE>

qualify for purchase accounting treatment under EITF 95-3. The CNH Merger
Integration Program encompasses all other actions of the CNH Merger Integration
Plan, primarily under EITF 94-3 and SFAS No. 121.

     Case Purchase Accounting Restructuring Program

     During May 1999, management of both companies assembled several integration
teams to identify cost savings from workforce reductions, duplicate capacity and
other synergy related activities from the acquisition. The preliminary actions
identified by these integration teams were approved by management prior to the
acquisition in November 1999. Detailed restructuring actions that related to
former Case locations or employees that qualified for purchase accounting
treatment under EITF 95-3 were recorded to the Case Purchase Accounting
Restructuring Program during the fourth quarter of 1999 and during 2000. All
restructuring actions relating to non-Case locations or employees or Case
actions that were approved, committed and communicated more than one year after
the acquisition were recorded as restructuring and other merger related costs
under the CNH Merger Integration Program.

     As of December 31, 1999, we had recorded $90 million in merger-related
restructuring reserves for severance and other employee-related costs associated
with identified headcount reductions as part of our initial plan to integrate
the Case operations. These costs were recorded in conjunction with the
preliminary allocation of the Case purchase price. During 2000, we recorded an
additional $225 million in merger integration restructuring reserves related to
Case's operations, net of changes in estimates. These costs were recorded in
conjunction with the finalization of the Case Purchase Accounting Restructuring
Program. The additional merger integration restructuring reserves primarily
relate to severance and other employee-related costs and costs related to
closing, selling and downsizing existing facilities. During 2001, we reversed
$31 million in merger integration restructuring reserves related to Case's
operations and recorded such reversal against goodwill. More employees left us
voluntarily than was originally estimated, and the cost to exit certain
facilities was lower than anticipated.

     The severance and other employee-related costs reserved for in 2000
amounted to $78 million and relate to severance costs required to reduce the
remainder of the approximately 2,200 Case employees identified in the CNH Merger
Integration Plan. We eliminated administrative and back office personnel, as
well as manufacturing personnel in the facilities that we have closed or
downsized. These termination accruals included the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also included costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, we expended $61 million of termination payments related to
severance and other employee-related costs. In addition, we reversed $39 million
of severance and other employee-related costs and recorded such reversal against
goodwill, as more employees left us voluntarily than was originally estimated,
resulting in a lower cost than anticipated. As of December 31, 2000, we had
terminated approximately 1,500 Case employees related to the Case Purchase
Accounting Restructuring Program.

     In 2001, we expended $50 million of termination payments related to
severance and other employee-related costs under programs which were reserved in
2000. In addition, we reversed $12 million of severance and other
employee-related costs and recorded such reversal against goodwill, as more
employees left CNH voluntarily than we originally estimated resulting in a lower
cost than anticipated. As of December 31, 2001, we had terminated approximately
2,200 Case employees related to the Case Purchase Account Restructuring Program.

     The reserves for costs related to closing, selling, and downsizing existing
facilities of $185 million were taken to effect required divestitures and
eliminate excess capacity and duplicate facilities, and primarily relate to the
following actions of the Case Purchase Accounting Restructuring Program:

     -  Sale of Case's CX and MXC product lines and the Doncaster, United
        Kingdom, plant in which they are assembled and its related component
        manufacturing plant in St. Dizier, France;

                                        63
<PAGE>

     -  Sale of Case's large square balers product line, which is assembled in
        Neustadt, Germany;

     -  Sale of Case's Fermec brand loader/backhoe and industrial tractor
        product lines and the Fermec manufacturing plant in Manchester, United
        Kingdom;

     -  Sale of Case's ownership interest in Hay and Forage Industries in
        Hesston, Kansas, a 50% joint venture with AGCO Corporation that produces
        hay and forage implements;

     -  Closure of Case's Concord plant in Fargo, North Dakota, which produces
        air seeders;

     -  Closure of Case's manufacturing plant in Sorocaba, Brazil;

     -  Sale of Case's Carr Hill Works, Doncaster, England, components facility;

     -  Closure of Case's Racine, Wisconsin, tractor manufacturing facility; and

     -  Other actions which take into consideration duplicate capacity and
        realization of other synergies, including purchasing and supply chain
        management, research and development and selling, general and
        administrative functions related to Case's operations.

     In 2000, we utilized $72 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above.

     In 2001, we utilized $91 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above which were reserved in 2000. In addition, we reversed $19 million of cost
related to closing/selling/downsizing existing facilities and recorded such
reversal against goodwill, as the cost to exit certain facilities was lower than
anticipated.

     The following table sets forth our activities for the years ended December
31, 1999, 2000 and 2001 under the Case Purchase Accounting Restructuring Program
(in millions):

<Table>
<Caption>
                                                                      1999 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1998       ADDITIONS   UTILIZED*   ESTIMATES        1999
                                             ------------   ---------   ---------   ----------   ------------
<S>                                          <C>            <C>         <C>         <C>          <C>
Severance and other employee-related
  costs....................................      $ --         $ 90        $  --        $ --          $ 90
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $ --         $ 90        $  --        $ --          $ 90
                                                 ====         ====        =====        ====          ====
</Table>

<Table>
<Caption>
                                                                      2000 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1999       ADDITIONS   UTILIZED*   ESTIMATES        2000
                                             ------------   ---------   ---------   ----------   ------------
<S>                                          <C>            <C>         <C>         <C>          <C>
Severance and other employee-related
  costs....................................      $ 90         $ 78        $ (61)       $(39)         $ 68
Cost related to closing/selling/downsizing
  existing facilities......................        --          185          (72)         --           113
Other costs................................        --            1           --          --             1
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $ 90         $264        $(133)       $(39)         $182
                                                 ====         ====        =====        ====          ====
</Table>

                                        64
<PAGE>

<Table>
<Caption>
                                                                      2001 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 2000       ADDITIONS   UTILIZED*   ESTIMATES        2001
                                             ------------   ---------   ---------   ----------   ------------
<S>                                          <C>            <C>         <C>         <C>          <C>
Severance and other employee-related
  costs....................................      $ 68         $ --        $ (50)       $(12)         $  6
Cost related to closing/selling/downsizing
  existing facilities......................       113           --          (91)        (19)            3
Other costs................................         1           --           --          --             1
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $182         $ --        $(141)       $(31)         $ 10
                                                 ====         ====        =====        ====          ====
</Table>

------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the Case Purchase Accounting Restructuring Program
reserve balance of $10 million at December 31, 2001, is adequate to carry out
the restructuring activities as outlined above, and we anticipate that all
actions will be completed by September 30, 2002. As prescribed under U.S. GAAP,
if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs," or in the applicable balance sheets as an adjustment to
goodwill, as appropriate. All actions recorded in the Case Purchase Accounting
Restructuring Program have been completed and there are no unresolved activities
except for the remaining payments as indicated above. All additional
restructuring actions relating to Case locations or employees will be recorded
as "Restructuring and other merger related costs" under the CNH Merger
Integration Program. We expect to fund the remaining cash requirements of the
Case Purchase Accounting Restructuring Program with cash flows from operations
and additional borrowings under our credit facilities.

     CNH Merger Integration Program

     During 2000, we recorded $157 million in restructuring and other merger
related costs related to the CNH Merger Integration Program, which did not
qualify for purchase accounting treatment. These restructuring and other merger
related costs primarily relate to severance and other employee-related costs,
writedown of assets, loss on the sale of assets and businesses, costs related to
closing, selling, downsizing existing facilities and other merger related costs.
During 2001, we recorded an additional $122 million in restructuring and other
merger related costs related to the CNH Merger Integration Program. These
restructuring and other merger related costs primarily relate to severance and
other employee-related costs, costs related to closing, selling, downsizing
existing facilities and other merger related costs.

     The severance and other employee-related costs reserved for in 2000
amounted to $43 million and relate to severance costs required to reduce our
headcount by approximately 2,100 employees as identified in the CNH Merger
Integration Plan. We are eliminating administrative and back office personnel,
as well as manufacturing personnel in the facilities that we will close or
downsize. These termination accruals include the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also include costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, we expended $31 million of termination payments related to
severance and other employee-related costs. As of December 31, 2000, we had
terminated approximately 400 employees related to the CNH Merger Integration
Program.

     During 2001, we reserved for an additional $74 million and expended $40
million relating to severance and other employee-related costs. As of December
31, 2001, we had terminated approximately 1,900 employees related to the CNH
Merger Integration Program.

                                        65
<PAGE>

     The reserves for writedown of assets, loss on the sale of assets and
businesses, and costs related to closing, selling, and downsizing existing
facilities of $18 million in 2001 and $79 million in 2000 were taken due to
required divestitures, excess capacity and duplicate facilities, and primarily
relate to the following actions of the CNH Merger Integration Program:

     -  Sale of our New Holland Laverda combine harvester product line
        (excluding hillside) and the Breganze, Italy facility in which they are
        made;

     -  Sale of our New Holland Versatile, Genesis and G/70 series four-wheel
        and two-wheel drive tractor lines, together with the Winnipeg, Canada,
        plant in which they are made;

     -  Closure of our administrative offices in Brentford, United Kingdom;

     -  Rationalization of the crawler excavator product line produced at the
        Crepy, France, facility;

     -  Transfer of production of the loader/backhoe product line produced at
        the Crepy, France, facility to the Imola, Italy, facility;

     -  Outsourcing of various components produced at the Burlington, Iowa,
        facility; and

     -  Other actions, which take into consideration elimination of duplicate
        capacity and realization of other synergies including purchasing and
        supply chain management, research and development and selling, general
        and administrative functions related to our operations.

     As management approves and commits us to a restructuring action, we
determine the assets that will be disposed in the restructuring actions and
calculate an impairment loss by writing down the assets to the lower of their
carrying amount or fair market value less the cost to sell. The fair market
value of the assets is determined as the amount at which the asset could be
bought or sold in a current transaction between willing parties. All of the
asset impairments recorded by us were related to assets to be disposed of, and
all of these assets have been disposed of at December 31, 2001. The impairment
charges amounted to $15 million and $19 million in 2001 and 2000, respectively.
Exit cost liabilities of $3 million and $60 million were accrued in 2001 and
2000, respectively. We utilized $37 million and $9 million of these exit cost
liabilities in 2001 and 2000, respectively. In addition, we reversed $15 million
of these exit cost liabilities in 2001 to restructuring and other merger related
costs as the cost to exit certain facilities was lower than anticipated. These
activities are included within writedown of assets, loss on sale of assets and
business and costs related to closing/selling/downsizing existing facilities on
the accompanying tables.

     The other merger related costs of $15 million and $28 million for the years
ended December 31, 2001 and 2000, respectively, relate to incremental costs that
we incurred in conjunction with our merger integration activities. These costs
are classified as "Restructuring and other merger related costs" on the
consolidated statements of operations. These expenses consist primarily of
consulting expenses, systems integration expenses and employee relocation
expenses.

                                        66
<PAGE>

     The following table sets forth our activities for the years ended December
31, 2000 and 2001, under the CNH Merger Integration Program (in millions):

<Table>
<Caption>
                                                                      2000 ACTIVITY
                                            -----------------------------------------------------------------
                                             BALANCE AT                                           BALANCE AT
                                            DECEMBER 31,                RESERVES    CHANGES IN   DECEMBER 31,
                                                1999       ADDITIONS   UTILIZED*    ESTIMATES        2000
                                            ------------   ---------   ----------   ----------   ------------
<S>                                         <C>            <C>         <C>          <C>          <C>
Severance and other employee-related
  costs...................................      $ --         $ 43         $(31)        $ --          $ 12
Writedown of assets.......................        --           12          (12)          --            --
Loss on sale of assets and businesses.....        --            7           (7)          --            --
Cost related to closing/selling/downsizing
  existing facilities.....................        --           60           (9)          --            51
Other restructuring costs.................        --            7           (1)          --             6
Other merger related costs................        --           28          (28)          --            --
                                                ----         ----         ----         ----          ----
Total restructuring.......................      $ --         $157         $(88)        $ --          $ 69
                                                ====         ====         ====         ====          ====
</Table>

<Table>
<Caption>
                                                                      2001 ACTIVITY
                                            -----------------------------------------------------------------
                                             BALANCE AT                                           BALANCE AT
                                            DECEMBER 31,                RESERVES    CHANGES IN   DECEMBER 31,
                                                2000       ADDITIONS   UTILIZED*    ESTIMATES        2001
                                            ------------   ---------   ----------   ----------   ------------
<S>                                         <C>            <C>         <C>          <C>          <C>
Severance and other employee-related
  costs...................................      $ 12         $ 74        $ (40)        $ --          $ 46
Cost related to closing/selling/downsizing
  existing facilities.....................        51           18          (52)         (15)            2
Other restructuring costs.................         6           15           (2)          (3)           16
Other merger related costs................        --           15          (15)          --            --
                                                ----         ----        -----         ----          ----
Total restructuring.......................      $ 69         $122        $(109)        $(18)         $ 64
                                                ====         ====        =====         ====          ====
</Table>

---------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the CNH Merger Integration Program reserve balance of
$64 million at December 31, 2001, is adequate to carry out the restructuring
activities as outlined above, and we anticipate that all actions will be
completed by December 31, 2002. Costs relating to a majority of the actions will
be expended through the third quarter of 2002. As prescribed under U.S. GAAP, if
future events warrant changes to the reserve, such adjustments will be reflected
in the applicable statements of operations as "Restructuring and other merger
related costs." We expect to fund the cash requirements of the CNH Merger
Integration Program with cash flows from operations and additional borrowings
under our credit facilities.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     The preparation of our financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as the date of
the financial statements and the reported amounts of revenues and expenses
during the reported periods. Actual results may differ from these estimates
under different assumptions or conditions. Our senior management has discussed
the development and selection of the critical accounting policies, related
accounting estimates and the disclosure set forth below with the Audit Committee
of our Board of Directors. We believe that our most critical accounting
policies, which are those that require management's most difficult, subjective
and complex judgments, are as follows.

                                        67
<PAGE>

     Allowance for Doubtful Accounts

     Our wholesale and retail note receivables have significant concentration of
credit risk in the agricultural and construction equipment industry and are
subject to potential credit losses. We have reserved for the expected credit
losses based on past experience with similar receivables including current and
historical past due amounts, dealer termination rates, write-offs and
collections. Total receivables and the allowance for doubtful accounts at
December 31, 2001 is $6,460 million and $300 million, respectively. We believe
that our reserves are adequate; however, if the financial condition of our
customers deteriorates resulting in an impairment of their ability to make
payments, additional allowances may be required.

     Equipment on Operating Lease Residual Values

     CNH's Financial Services segment purchases equipment that is leased to
retail customers under operating leases from dealers. Income from these
operating leases is recognized over the term of the lease. Financial Services'
investment in operating leases is based upon estimated residual values of the
leased equipment, which are calculated at the lease inception date. The total
value of equipment on operating leases, net of accumulated depreciation, is $612
million at December 31, 2001. Realization of the residual values is dependent on
Financial Services' future ability to market the equipment under the then
prevailing market conditions. CNH continually evaluates whether events and
circumstances have occurred which impact the estimated residual values of
equipment on operating leases. Although realization is not assured, management
believes that the estimated residual values are realizable.

     Off Balance Sheet Financing

     Reference is made to Note 14, "Accounts and Notes Receivable" of the
Consolidated Financial Statements for further information on our accounting
practices related to wholesale and retail receivables securitizations.

     Sales Allowances

     We grant certain sales incentives to stimulate sales of our products to
retail customers. The expense for such incentive programs is reserved for and
recorded as a deduction in arriving at net sales at the time of sales to the
dealer. The amounts of incentives to be paid are estimated based upon future
market demand for our products, competitive pricing and interest rates, among
other things. If market conditions were to decline, we may take actions to
increase customer incentives possibly resulting in an increase in the reduction
of net sales at the time the incentive is offered.

     Recoverability of Long-lived Assets

     Long-lived assets includes property, plant and equipment, goodwill and
other intangible assets such as patents and trademarks. Reference is made to
Note 2, "Summary of Significant Accounting Policies" of the Consolidated
Financial Statements for further information on our accounting practices related
to Long-lived assets. Our estimates of undiscounted cash flow related to
recoverability of these assets may differ from actual cash flow due to, among
other things, technological changes, economic conditions and the achievement of
the anticipated benefits of the business merger between Case and New Holland.

     Realization of Deferred Tax Assets

     CNH recorded deferred tax assets of $2,474 million and valuation reserves
against these assets of $986 million as of December 31, 2001, of which $1,209
million of the deferred tax assets and corresponding valuation reserves of $574
million represent tax loss carryforwards. CNH has recorded these valuation
reserves to reduce its deferred tax assets to the amount that is more likely
than not to be realized. While CNH has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for
valuation allowances, in the event CNH were to determine that it would be able
to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax asset would
                                        68
<PAGE>

increase income in the period such determination was made. Likewise, should CNH
determine that it would not be able to realize all or part of its net deferred
tax asset in the future, an adjustment to the deferred tax asset would be
charged to income in the period such determination was made. If adjustments are
required to the valuation reserves related to tax loss carryforwards of Case
that existed at the date of the acquisition of Case, any future decreases in
those Case valuation reserves would not impact the statement of operations,
rather an adjustment would be made to the goodwill recorded in the Case
acquisition. Any future increases in the Case valuation reserves for those
deferred tax assets in existence at the acquisition date will impact future tax
expense.

     Reference is made to Note 16, "Income Taxes" of the Consolidated Financial
Statements for further information on our accounting practices related to the
realizability of deferred tax assets.

     Modification Programs and Warranty Costs

     Reference is made to Note 2, "Summary of Significant Accounting Policies"
of the Consolidated Financial Statements for further information on our
accounting practices related to modification programs and warranty costs. Our
warranty obligation is affected by component failure rates, replacement costs
and dealer service costs, partially offset by recovery from certain of our
vendors. If actual failure rates or costs to replace and install new components
differ from our estimates, a revision in the modification and warranty liability
would be required.

     Pension and Other Post-Retirement Benefits

     We sponsor pension and other retirement plans in various countries. In the
U.S., the United Kingdom and Germany we have major defined benefit plans which
are separately funded. Several statistical and judgmental factors which attempt
to anticipate future events are used in calculating the expense and liability
related to the plans. These factors include assumptions about the discount rate,
expected return on plan assets, rate of future compensation increases and health
care cost trend rates, as determined by us within certain guidelines. In
addition, our actuarial consultants also use subjective factors such as
withdrawal and mortality rates to estimate these factors. The actuarial
assumptions used by us may differ materially from actual results due to changing
market and economic conditions, higher or lower withdrawal rates, longer or
shorter life spans of participants and changes in actual costs of health care.
These differences may result in a significant impact to the amount of pension
and other post-retirement benefit expenses recorded by us. Although plan assets
have earned a rate of return of less than 9% in the past two years, we believe
historical long-term results continue to support a long-term rate of return on
plan assets of 9%. We plan to use a 9% assumption for 2002. We will continue to
review and update this assumption on an annual basis. In addition, we have
increased the initial health care cost trend rate assumption from 8% in 2001 to
10% in 2002. We anticipate an approximate $60 million increase in 2002 costs for
employee benefit plans and post-retirement benefits primarily related to an
increase in the health care cost trend rate assumption, the impact of actual
health care cost increases exceeding trend rate assumptions, the impact of
actual returns on plan assets in recent years being less than the expected
long-term rate of return assumption and prior plan changes as a result of
harmonizing the Case and New Holland benefit plans.

     Revenue Recognition

     Our Equipment Operations segment records sales of equipment and replacement
parts when title and all risks of ownership have transferred to the independent
dealer or other customer. For further information related to when risk of loss
transfers in various countries, see Note 2, "Summary of Significant Accounting
Policies" of the Consolidated Financial Statements. Management's judgments and
estimates in reserving for collectibility of receivables, sales incentives and
product warranties related to sales, are discussed in further detail in the
discussion above of our other critical accounting policies.

     Our Financial Services segment records earned finance charges (interest
income) on retail and other notes receivables and finance leases using the
effective interest method.

                                        69
<PAGE>

FINANCIAL REPORTING

     Our independent auditors have brought to the attention of our management
and the Audit Committee of our Board of Directors that turnover in our corporate
staff has affected several of our reporting functions. The problems identified
related to the following areas: consolidation adjustments; account
reconciliations; account analysis; and data for financial statement
classification and footnote disclosure. We have been able to provide complete
and accurate information by lengthening the closing process, implementing
additional reviews, analyzing the results and adding temporary resources where
needed.

     Additionally, we are currently completing the integration of our accounting
processes by issuing procedures to harmonize our processes, simplifying our
legal entity structure, rationalizing our accounting procedures and systems in
Europe, hiring additional staff and improving our reporting systems.

     We believe that the measures we are taking, once fully implemented, will
resolve the matters noted by our auditors before the audit of our 2002 financial
statements. The Audit Committee of our Board of Directors is reviewing our
progress in implementing these plans.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" which
has been amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of SFAS No. 133, an
amendment of SFAS No. 133" and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of SFAS No. 133." SFAS
No. 133 is effective for fiscal years beginning after June 15, 2000 and will be
applied to: (a) derivative instruments; and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired or substantively
modified after December 31, 1998. SFAS No. 133 requires that every derivative
instrument be recorded on the balance sheet as an asset or liability measured at
its fair value and that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.

     We adopted SFAS No. 133 on January 1, 2001. SFAS No. 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings in the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $9 million
as of January 1, 2001 and had no significant impact on net income. The adoption
also resulted in an increase to assets and liabilities recorded on the balance
sheet of approximately $9 million and $18 million, respectively.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- A
Replacement of FASB Statement 125." SFAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All remaining provisions were adopted in
the second quarter of 2001. This adoption did not have a significant impact on
us.

     In January 2001, the Emerging Issues Task Force issued EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets." According to this
pronouncement, we must recognize cash flows in excess of the initial
investment's carrying value as interest income using the effective yield method.
Beneficial interests must be measured at fair value with other than temporary
impairments being recorded in income. We adopted this pronouncement in April
2001 and adoption of this pronouncement did not have a significant impact on our
financial position or results of operations.

                                        70
<PAGE>

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations.
This Statement requires that all business combinations be accounted for by the
purchase method. As required by SFAS No. 141, we adopted this new accounting
standard for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material impact on our financial
statements.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for
intangible assets and goodwill. The Statement requires that goodwill and
intangible assets having indefinite useful lives not be amortized but rather be
tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. As required
by SFAS No. 142, we adopted this new accounting standard on January 1, 2002.
Application of the non-amortization provision of SFAS No. 142 is expected to
result in a pretax increase in earnings of approximately $116 million per year
related to goodwill and approximately $11 million per year related to acquired
trademarks with indefinite lives. Beginning January 1, 2002, goodwill and
indefinite-lived intangible assets will be tested for impairment annually, and
will be tested for impairment between annual tests if an event occurs or
circumstances change that would indicate the carrying amount may be impaired.
Impairment testing for goodwill is done at a reporting unit level. Currently, we
have identified three reporting units under the criteria set forth by SFAS No.
142: Agricultural Equipment, Construction Equipment and Financial Services. We
are currently performing the required transitional impairment tests of goodwill
and indefinite-lived intangible assets. SFAS No. 142 prescribes a two-phase
process for impairment testing of goodwill. The first phase, required to be
completed by June 30, 2002, tests for impairment. The second phase (if
necessary), required to be completed by December 31, 2002, measures the amount
of impairment. We have engaged an independent third-party valuation firm to
assist with the fair value determinations of our reporting units and
indefinite-lived intangible assets. To determine fair value, we plan to rely on
two valuation models: guideline company method and discounted cash flow. We are
nearing completion of the first phase of the transitional impairment tests.
Preliminary results indicate that we may incur a goodwill impairment charge of
up to $300 million associated with our Construction Equipment reporting unit.
Preliminary results also indicate that the fair value of our Agricultural
Equipment reporting unit, Financial Services reporting unit and indefinite-lived
intangible assets exceed their respective carrying amounts and therefore we do
not expect these reporting units or intangible assets to be impaired. During
2001, we continued to evaluate the recoverability of goodwill in compliance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of."

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred by capitalizing it as part of the carrying
amount of the long-lived assets. As required by SFAS No. 143, we will adopt this
new accounting standard on January 1, 2003. We believe the adoption of SFAS No.
143 will not have a material impact on our financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, we will adopt this new accounting standard on January
1, 2002. We believe the adoption of SFAS No. 144 will not have a material impact
on our financial statements.

     B. LIQUIDITY AND CAPITAL RESOURCES.

     The discussion of liquidity and capital resources focuses on the balance
sheets, statements of cash flows and off-balance sheet financing. Our operations
are capital intensive and subject to seasonal variations in financing
requirements for dealer receivables and inventories. Whenever necessary, funds
from operating activities are supplemented from external sources. We expect to
have available to us cash from operations and from sources of debt finance
sufficient to fund our working capital requirements, capital expenditures,
including acquisitions, and debt service at least through the end of 2004.
                                        71
<PAGE>

     Consolidated long-term debt as of December 31, 2001 was $6,646 million,
including $1,061 million of current maturities. The consolidated long-term debt
consists of $1,359 million in bonds and medium term notes, $4,043 million of
affiliated notes and $221 million of medium term loans with banks. The remaining
$1,023 million was related to the use of credit lines with banks.

     Short term debt was $3,217 million, including $483 million of usage of
asset-backed commercial paper, $1,847 million of usage of credit lines with Fiat
and Fiat affiliates, $217 million of credit lines with banks and $670 million of
sales of receivables with recourse.

     As of December 31, 2001, our total debt was $9,863 million. Net of cash,
consolidated debt was $9,200 million. The related party debt was $5,890 million,
with an additional $1,024 million guaranteed by Fiat or a Fiat subsidiary.

     Net of intersegment activity and cash and cash equivalents, the Equipment
Operations net debt was $5,229 million and the Financial Services debt was
$3,971 million.

     On December 31, 2001, our outstanding debt with Fiat and its affiliates was
approximately 60% of the total debt, compared with 46% at December 31, 2000. In
2001, we paid a guarantee fee of between 0.0625% per annum and 0.125% per annum
on the average amount outstanding under facilities guaranteed by Fiat. Fiat has
agreed to maintain its existing treasury and debt financing arrangements with us
for as long as it maintains control of CNH and, in any event, at least until
December 31, 2004. After that time, Fiat has committed that it will not
terminate our access to these financing arrangements without affording us an
appropriate time period to develop suitable substitutes.

     Net Indebtedness

     Our consolidated net indebtedness, defined as short- and long-term
borrowings less cash and cash equivalents, is as follows (in millions):

<Table>
<Caption>
                                                            2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
<S>                                                        <C>      <C>
Short-term borrowings....................................  $3,217   $4,186
Long term-borrowings, including current maturities.......   6,646    5,539
Cash and cash equivalents................................    (663)    (886)
                                                           ------   ------
Net indebtedness.........................................  $9,200   $8,839
                                                           ======   ======
</Table>

     The year-over-year increase in total net indebtedness at December 31, 2001
was mainly due to the combination of expenditures for plant, property and
equipment, cash restructuring and the annual dividend, as the cash impact of the
net loss, net of depreciation and amortization expenses, was essentially
breakeven. The increase in our long term borrowing at December 31, 2001,
primarily reflects a lengthening of the maturity of some of our short-term debt.

     Cash Flow from Operating Activities

<Table>
<Caption>
                                                       FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                                      ---------------------
                                                      2001    2000    1999
                                                      -----   ----   ------
                                                          (IN MILLIONS)
<S>                                                   <C>     <C>    <C>
Equipment Operations................................  $(268)  $285   $   14
Financial Services..................................     86    523    1,071
                                                      -----   ----   ------
Consolidated........................................  $(182)  $808   $1,085
                                                      =====   ====   ======
</Table>

     In 2001, cash used by operating activities primarily related to increased
working capital and cash restructuring payments and losses in Equipment
Operations.

                                        72
<PAGE>

     In 2000, cash provided by consolidated operating activities primarily
related to reduced working capital. Equipment Operations generated cash by
reducing receivables and inventories in response to the continued weakness in
the agricultural equipment industry. Cash generated by Financial Services was
primarily the result of retail receivable sales in ABS transactions, partially
offset by the growth in the retail receivables portfolio.

     In 1999, the cash generated by operating activities was due to decreases in
levels of inventory and receivables, partially offset by lower earnings.
Production cuts to realign high year-end inventories with lower market demand
reduced inventory and receivable levels. The increased cash provided by
operating activities for Financial Services resulted from a retail ABS
transaction of approximately $1,000 million in value.

     Cash Flow from Investing Activities

     Cash used by investment activities was $272 million in 2001, and $296
million in 2000, as in each year total expenditures for property, plant and
equipment and equipment on operating leases were partially offset by proceeds
from divestitures. Cash used by investment activities in 1999 was $4,552
million, substantially all of which was for the acquisition of Case, including
related costs and expenses.

     Expenditures for property, plant and equipment in 2001, 2000 and 1999
totaled $229 million, $228 million and $210 million, respectively. We made these
capital expenditures to acquire the property, plant and equipment necessary to
introduce new products, enhance manufacturing efficiency, integration of
operations and further environmental and safety programs.

     Cash Flow from Financing Activities

     For 2001, cash provided by financing activities was $263 million as we
refinanced our maturing debt and increased its ratio of long-term debt to total
debt. For 2000, cash used by financing activities was $42 million. During 2000,
we also refinanced our maturing debt and increased its ratio of long-term debt
to total debt. For 1999, cash provided by financing activities was $3,327
million, primarily resulting from funds raised to finance the acquisition of
Case.

     Securitization Programs for Sale of Receivables

     Retail

     We securitize and transfer financial assets, using financial asset
securitization procedures, as an alternative funding source to borrowing.
Securitization of assets allows us to diversify funding sources in an attempt to
lower our overall cost of funds. We use special purpose entities ("SPEs") in
securitization transactions to achieve, for the benefit of securitization
investors, isolation of the sold receivables so that the receivables securing
the securities issued by the SPE would be beyond the reach of our creditors. The
use of SPEs in this way allows the SPE to issue highly-rated securities in a
highly-liquid and efficient market, thereby providing us with a cost-effective
source of funding. Termination of the activities described below would reduce
the number of funding resources currently available to us for funding our
finance activities. Any such reduction of funding sources would create a risk of
increasing our cost of funds and reducing our profit margins, which could
materially adversely affect our results of operations.

     Our receivable asset securitization program is further described in Note
14, "Accounts and Notes Receivable" to the Consolidated Financial Statements. In
the program, retail finance receivables are sold to limited purpose,
bankruptcy-remote, consolidated subsidiaries of CNH. In turn, these subsidiaries
establish separate trusts to which they transfer the receivables in exchange for
the proceeds from asset-backed securities and make payments on the securities.
At December 31, 2001, $4.1 billion of asset-backed securities issued to
investors out of U.S. and Canadian trusts were still outstanding with weighted
average remaining maturities of 17 months and 16 months, respectively.

     Due to the nature of the assets held by the trusts and the limited nature
of each trust's activities, they are each classified as a qualifying special
purpose entity under SFAS No. 140, "Accounting for Transfers and

                                        73
<PAGE>

Servicing of Financial Assets and Extinguishments of Liabilities." In accordance
with SFAS No. 140, assets and liabilities of QSPEs are not consolidated in the
Company's Consolidated Balance Sheets.

     We agree to service the receivables transferred to the QSPEs for a fee and
earn other related ongoing income customary with the programs and in accordance
with generally accepted accounting principles. We also may retain all or a
portion of senior and subordinated interests in the QSPEs; these interests are
reported as assets in our Consolidated Balance Sheets. The amount of the fees
earned and the levels of retained interests that we maintain are quantified and
described in Note 14, "Accounts and Notes Receivable" to the Consolidated
Financial Statements.

     No recourse provisions exist that allow holders of the QSPEs' asset-backed
securities to put those securities back to us. Moreover, we do not guarantee any
securities listed by the QSPEs. Our exposure related to these QSPEs is limited
to the cash deposits held for the benefit of the QSPEs' investors and the
retained interests in the QSPEs, all of which are reported in our consolidated
balance sheets. The retained interests are subject to similar prepayment and
credit loss risks as the ownership of the underlying receivables sold to the
trusts. The QSPEs have a limited life and generally terminate upon final
distribution of amounts owed to investors or upon exercise of a cleanup-call
option by us, in our role as Servicer, when the servicing of the sold contracts
becomes burdensome. The QSPEs do not own stock of us or any of our affiliates.

     Wholesale

     We also sell wholesale receivables on a revolving basis to privately
structured securitization facilities. The receivables are initially sold to
wholly-owned, bankruptcy remote SPEs, which are consolidated by us, but legally
isolate the receivables from our creditors. These transactions are utilized as
an alternative to the issuance of debt and allow us to realize a lower cost of
funds due to the asset-backed nature of the receivables and the credit
enhancements offered to investors.

     Upon the sale of additional receivables, receivables are removed from the
balance sheet and proceeds are received for the difference between the
receivables sold and the undivided interests in receivables that are required to
be retained by us. In the event of a reduction in the receivables pool sold
caused by charge-offs, the investors in the facility have recourse against our
retained interests in the sold receivables. These retained interests fluctuate
with the size of the sold portfolio as they are specified as percentages of the
sold receivables. Investors have no recourse to us in excess of these retained
interests. We continue to service the sold receivables and receive a fee, which
approximates the fair value of the servicing obligation.

     These facilities consist of a 364-day, $400 million facility that is
renewable annually (most recently in March 2002) at the sole discretion of the
purchasers, a seven-year committed, $650 million non-renewable facility that
expires in October 2003 and a 364-day, C$325 million facility that is renewable
annually (most recently in April 2002) upon agreement of the parties, E155
million of which expires in April 2004. At December 31, 2001, $1,037 million and
C$303 million were outstanding under these facilities. Additional information
regarding these transactions is described in Note 14, "Accounts and Notes
Receivable" to the Consolidated Financial Statements.

     At December 31, 2001, these facilities contained provisions that were
directly tied to either our long-term unsecured debt rating or Fiat's short-term
or long-term unsecured debt ratings. In the event of a ratings downgrade of our
or Fiat's debt to specific levels, events of termination of new sales would have
been triggered. Under these events of termination, we would have been restricted
from selling additional receivables into the facilities as they were originated,
and the existing debt outstanding on the facilities would have liquidated
commensurate with the liquidations on the pool of receivables financed through
the facilities. The ratings triggers related to these facilities were:

     -  sales to the 364-day, $400 million facility would have been terminated
        if either CNH Global N.V.'s long-term rating were downgraded below BB-
        (by Standard & Poor's) or Ba3 (by Moody's), Fiat's short-term rating
        were downgraded below A3 (by Standard & Poor's) or Fiat's long-term
        rating were downgraded below BBB- (by Standard & Poor's) or Baa3 (by
        Moody's);

                                        74
<PAGE>

     -  sales to the seven-year committed $650 million facility would have
        terminated if Fiat's long-term rating were downgraded below BB- (by
        Standard & Poor's) or Ba3 (by Moody's), and the bank had the option to
        terminate sales to this facility at its discretion if Fiat's short-term
        rating were downgraded below A3 (by Standard & Poor's) or P3 (by
        Moody's) or Fiat's long-term rating were downgraded below BBB- (by
        Standard & Poor's) or Baa3 (by Moody's);

     -  sales to the 364-day, C$325 million facility would have been terminated
        if either CNH Global N.V.'s long-term rating were downgraded below BB
        (by Standard & Poor's) or Ba2 (by Moody's) or Fiat's long-term rating
        were downgraded below BBB (by Standard & Poor's) or Baa2 (by Moody's);
        and

     -  sales to the E155 million facility would have been terminated if Fiat's
        long-term rating were downgraded below BB- (by Standard & Poor's) or Ba3
        (by Moody's).

     At December 31, 2001 and as of the date of this report, our long-term
unsecured debt was rated BB by Standard & Poor's and Ba2 by Moody's, Fiat's
short-term unsecured debt was rated A3 by Standard & Poor's and P2 by Moody's
and Fiat's long-term unsecured debt was rated BBB by Standard & Poor's and Baa2
by Moody's.

     Since December 31, 2001, we have restructured the first three facilities
listed above so that a ratings downgrade is linked to an increase in the level
of the collateral, instead of the termination of new sales of receivables into
the facilities. We are attempting to restructure the E155 million facility;
however, we cannot ensure that our efforts will be successful.

     In the event that these credit rating downgrades occur, and we are unable
to obtain financing under this securitization facility, our financing capacity
under our other sources of funding, including committed and uncommitted lines of
credit and intercompany borrowing with Fiat and Fiat affiliates, would be used
to facilitate continued receivables origination. To the extent that the current
facilities and credit lines are not sufficient, our loan origination activity
could be reduced, impacting the financial results of the Financial Services
organization. See also "-- Funding Strategy."

FUTURE LIQUIDITY AND CAPITAL RESOURCES

     We rely upon loan agreements, commercial paper, lines of credit and
liquidity facilities and asset-backed securitization programs to support our
financing needs. A significant portion of our financing has historically come
from Fiat and Fiat affiliates.

     Our liquidity needs could increase in the event of an extended economic
slowdown or recession. Reduced commodity prices and farm cash receipts, as well
as decreased levels of commercial, residential and major infrastructure
construction or other adverse economic conditions, would impair the ability of
our dealers and retail end users to meet their payment obligations. Higher
industry levels of used equipment may affect resale prices and result in
decreased cash flows. In addition, in an economic slowdown or recession, our
servicing and litigation costs would increase. Any sustained period of increased
delinquencies, losses or costs would have an adverse effect on our liquidity.

     Term Loan Agreements and Other Long-Term Debt

     At the time of the merger of New Holland and Case, we borrowed $3,000
million from two 364-day credit facilities specifically established to finance
the acquisition. Of this amount $200 million was repaid in December 1999. The
remaining $2,800 million was refinanced during 2000 with $2,000 million in term
loans with a Fiat subsidiary with maturities from 2002 to 2005 and a weighted
average interest rate of 7.6% and $800 million in short-term borrowings. The
$600 million loan that matured in February 2002 has been refinanced by such Fiat
subsidiary on a renewable, one-month basis.

     In 2001 we negotiated with a subsidiary of Fiat additional term loans for
$1,499 million with final maturities in 2003 and 2006.

                                        75
<PAGE>

     We also established medium-term note programs prior to 2000. As of December
31, 2001, our subsidiaries have remaining availability of $425 million in
medium-term notes issuable pursuant to an $800 million U.S. shelf registration
statement; $284 million of medium-term notes issuable under a $500 million
Canadian program; and $190 million of medium-term notes issuable under a $330
million Australian program. Due to the downgrades in our credit ratings
described below, we have not issued any medium-term notes under any of these
programs since 2000.

     Commercial Paper

     We also have the following commercial paper programs (in millions):

<Table>
<Caption>
                                                                 AVAILABILITY
                                                       PROGRAM   DECEMBER 31,
                                                        SIZE         2001
                                                       -------   ------------
<S>                                                    <C>       <C>
United States........................................  $1,500       $1,500
Australia............................................     200          200
                                                       ------       ------
     Total...........................................  $1,700       $1,700
                                                       ======       ======
</Table>

     Under the terms of our commercial paper programs, the principal amounts of
the commercial paper outstanding, combined with amounts outstanding under the
committed credit facilities, cannot exceed the total amount available under the
committed credit facilities. Borrowings under the New Holland Credit Company's
$1,500 million commercial paper program are guaranteed by Fiat.

     Beginning in the fourth quarter of 2000 and continuing through 2001, our
ability to access the commercial paper market through the Case Corporation and
Case Credit programs was significantly reduced due to downgrades in the credit
ratings of those subsidiaries. New Holland Credit Company's $1.5 billion program
was not impacted by the rating agencies' actions in the fourth quarter of 2000.
In April 2001, Standard & Poor's downgraded the long-term corporate credit
ratings of CNH, Case Corporation and Case Credit Corporation and related
entities to BB from BBB- and also lowered the short-term debt ratings of such
entities to B, with a negative outlook. In April 2001, Moody's lowered its
long-term and short-term debt ratings of Case Corporation to Ba2 and NP from
Baa3 and P-3, respectively, also with a negative outlook. At the same time,
Moody's downgraded Fiat's long-term debt rating from A3 to Baa2. In addition, in
June 2001, Standard & Poor's downgraded Fiat short-term rating from A-2 to A-3.

     In February 2002, Moody's announced that it was reviewing the long-term
debt rating of Ba2 for Case Corporation and Case Credit, as well as Fiat's Baa2
long-term and P-2 short term debt ratings, for possible downgrade. In April
2002, Standard & Poor's placed Fiat's A-3 short-term corporate credit rating on
credit watch with negative implications. In May 2002, Fitch Ratings announced
that it had placed Fiat's BBB senior unsecured and F2 short-term ratings on
Rating Watch Negative. At the same time, Fitch's F2 short-term rating for New
Holland Credit Company's U.S. commercial paper program, which is guaranteed by
Fiat, was placed on Rating Watch Negative. The impact of these ratings
downgrades on our short-term funding was to preclude us from accessing the
commercial paper market through the New Holland Credit Company, Case Corporation
and Case Credit Corporation programs.

     In view of these rating agency actions, we have decided to access the
asset-backed commercial paper markets in various countries in which we operate
as a core source of funding for our Financial Services

                                        76
<PAGE>

operations. Currently, our asset-backed commercial paper programs to finance the
origination of retail receivables are the following (in millions):

<Table>
<Caption>
                                                                 AVAILABILITY
                                                       PROGRAM   DECEMBER 31,
                                                        SIZE         2001
                                                       -------   ------------
<S>                                                    <C>       <C>
United States (expiring in January 2003).............  $1,200        $941
Australia (expiring in 2008).........................     224          --
                                                       ------        ----
     Total...........................................  $1,424        $941
                                                       ======        ====
</Table>

     Credit Facilities

     The following table summarizes our credit facilities at December 31, 2001
(in millions):

<Table>
<Caption>
                                             MATURITY   AMOUNT   DRAWN    AVAILABLE   GUARANTOR
                                             --------   ------   ------   ---------   ---------
<S>                                          <C>        <C>      <C>      <C>         <C>
Committed Lines
Revolving credit facility with third
  party....................................     2005    $1,800   $    0    $1,800       Fiat
Revolving credit facility with Fiat
  affiliates...............................  2002-03     1,000    1,000         0
Revolving credit facility with third
  party....................................     2004       500      500         0       Fiat
Credit facilities with third parties shared
  with some Fiat subsidiaries..............  2002-03       420        0       420       Fiat
Credit facilities with third parties.......  2002-04       250        0       250       Fiat
Other committed lines......................  various       716      615       101
                                                        ------   ------    ------
     Total committed lines.................              4,686    2,115     2,571
Uncommitted lines..........................  various     1,556    1,286       270
Asset-backed commercial paper liquidity
  facilities...............................              1,424      483       941
                                                        ------   ------    ------
TOTAL CREDIT FACILITIES....................             $7,666   $3,884    $3,782
                                                        ======   ======    ======
Credit facilities with Fiat affiliates or
  guaranteed by Fiat affiliates............  various    $3,970   $1,500    $2,470
</Table>

     At December 31, 2001, we had approximately $3,782 million available under
our $7,666 million total lines of credit. Borrowings under the revolving credit
facilities bear interest at (1) EURIBOR plus an applicable margin, (2) LIBOR,
plus an applicable margin, or (3) banker's bills of acceptance rates, plus an
applicable margin. Borrowings against commercial paper and asset-backed
commercial paper liquidity facilities bear interest at prevailing commercial
paper rates. The weighted-average interest rate on consolidated short-term
borrowings at December 31, 2001, was 3.40%.

     Liquidity Facilities

     We also have securitization programs through which we may sell, on a
revolving basis, wholesale receivables generated in the United States, Canada
and Europe. Under these facilities, the maximum amount of proceeds that can be
accessed at one time is approximately $1,500 million, and is subject to change
based on the level of eligible wholesale receivables. We expect to sell
additional pools of receivables in the future.

     Asset-Backed Securitization Programs

     We also maintain access to the asset-backed term market in the United
States and Canada. On May 9, 2001, CNH Capital Corporation, the Financial
Services arm of CNH, announced a $900 million asset-backed securitization by CNH
Receivables, Inc. In addition, on November 15, 2001, CNH Capital announced an
approximate $1,000 million asset-backed securitization by CNH Capital
Receivables Inc. The securities are backed by U.S. agricultural and construction
equipment retail receivables contracts originated through our dealerships. On
November 29, 2001, CNH Capital executed an asset-backed securitization
transaction in

                                        77
<PAGE>

Canada in the amount of C$279 million. CNH Capital applied the proceeds from the
securitizations to repay outstanding debt.

     On March 28, 2002, we sold $674 million of retail receivables to a
qualified special purpose entity pursuant to an asset-backed securitization
transaction in which the special purpose entity issued $1 billion of securities,
backed by the receivables sold, to outside investors. We will sell additional
retail receivables to the special purpose entity in the second quarter of 2002
to complete the funding of the transaction. Proceeds from the sale were used to
repay outstanding borrowings and finance the origination of new receivables.

     We intend to continue our financing activity in the United States and
Canadian asset backed term markets and to enter the asset-backed term market in
Australia in 2002.

FUNDING STRATEGY

     We maintain sufficient committed lines of credit and liquidity facilities
to cover our expected funding needs on both a short-term and long-term basis. We
manage our aggregate short-term borrowings so as not to exceed availability
under our committed lines of credit. We access capital and banking markets,
predominantly through commercial paper issuances and committed and uncommitted
credit facilities, to fund our short-term financing requirements and to ensure
near-term liquidity. As funding needs are determined to be of a longer-term
nature, we access medium- and long-term debt markets, as appropriate, to
refinance short-term borrowings and replenish our short-term liquidity.

     In managing our future liquidity requirements, we expect to pursue a
financing strategy that includes:

     -  consolidating existing bank credit arrangements and other borrowing
        facilities available to us, developing common standards for borrowing
        terms and conditions;

     -  maintaining a relationship with Fiat, including access to its treasury
        and debt financing resources when appropriate;

     -  maintaining continuous access to a variety of financing sources,
        including U.S. and international capital markets and commercial bank
        lines; and

     -  funding Financial Services with a combination of financing and
        receivables securitizations.

     Increasingly, the most significant source of liquidity for our Financial
Services operations has been our ability to finance the receivables we originate
in the secondary markets through loan securitizations. Adverse changes in the
securitization market could impair our ability to originate, purchase and sell
receivables or other assets on a favorable or timely basis, as well as affect
the interest rate spreads we earn on the receivables we originate, and could
have an adverse effect on our liquidity.

     If we are unable to securitize our finance receivables, our financing
capacity under our other sources of funding, including our lines of credit and
liquidity facilities, would have to increase for the volume of our receivables
originations to continue to grow. These facilities typically provide financing
of a certain percentage of the underlying collateral and are subject to the
availability of eligible collateral and, in many cases, the willingness of the
banking firms to continue to provide financing. Some of these agreements provide
for annual terms which are extended by mutual agreement of the parties for an
additional annual term. Although we expect to replace our financing when our
current facilities expire, there can be no assurance that we will obtain
financing on favorable terms, if at all. To the extent that we are unable to
arrange any third party or other financing, our loan origination activities
would be adversely affected, which could have a material adverse effect on our
operations, financial results and cash position.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through

                                        78
<PAGE>

equity investments by global or regional partners in joint venture or
partnership opportunities, new funding arrangements or a combination of any of
the foregoing. Joint ventures allow us to utilize the partner's balance sheet
strength and credit rating to support CNH Capital's funding requirements on more
advantageous terms.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness or other projected benefits from such
transaction(s) or arrangement(s).

CONTRACTUAL OBLIGATIONS

     The following table sets forth the aggregate amounts of our contractual
obligations and commitments with definitive payment terms which will require
significant cash outlays in the future. The commitment amounts are as of
December 31, 2001.

<Table>
<Caption>
                                                          PAYMENTS DUE BY PERIOD
                                     -----------------------------------------------------------------
                                     TOTAL    LESS THAN 1 YEAR   1-3 YEARS   4-5 YEARS   AFTER 5 YEARS
                                     ------   ----------------   ---------   ---------   -------------
                                                               (IN MILLIONS)
<S>                                  <C>      <C>                <C>         <C>         <C>
Long-Term Debt.....................  $6,646        $1,061         $2,738      $2,304         $543
Operating Leases(1)................     162            38             45          15           64
Unconditional Purchase
  Obligations......................      --            --             --          --           --
Other Long-Term Obligations(2).....      21            14              7          --           --
                                     ------        ------         ------      ------         ----
Total Contractual Cash
  Obligations......................  $6,829        $1,113         $2,790      $2,319         $607
                                     ======        ======         ======      ======         ====
</Table>

---------------
(1) Minimum rental commitments.

(2) Relating to our Shanghai joint venture.

     Financial Services private label credit cards had various commitments to
extend credit, net of balances outstanding of approximately $2,100 million and
approximately $1,600 million for the years ended December 31, 2001 and 2000,
respectively.

     In addition, we estimate that for 2002, expenditures for property, plant
and equipment and other investments amounting to $229 million in the aggregate
will be required to complete projects authorized as of December 31, 2001, for
which we have made substantial commitments. We also estimate that for 2002,
investments in connection with our alliance with Kobelco will be approximately
$235 million. We expect that our contractual commitments and these commitments
will be funded with cash flows from operations and additional borrowings under
our credit facilities.

     C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

RESEARCH, DEVELOPMENT AND ENGINEERING

     Our research, development and engineering personnel design, engineer,
manufacture and test new products, components and systems. We incurred $306
million and $338 million of research, development and engineering costs in the
years ended December 31, 2001 and 2000, respectively.

     We also benefit from the research, development and engineering expenditures
of our joint ventures, which are not included in our research, development and
engineering expenditure figures, and from the continuing engineering efforts of
our suppliers.

                                        79
<PAGE>

PATENTS AND TRADEMARKS

     Agricultural Equipment -- We are promoting the New Holland, Case IH and
Steyr brands and logos as the primary brand names for our agricultural equipment
products. We sell some products under heritage brand names or sub-brand names
such as Ford, Braud, FiatAllis, Flexi-Coil, Austoft, Concord, DMI and Tyler. We
also have a one-year, renewable, royalty-bearing license from Fiat to use the
FiatAgri trademark.

     Construction Equipment -- For construction equipment under New Holland, we
are promoting the New Holland Construction, O&K, Kobelco, Fiat-Hitachi and
FiatAllis brands in particular regions of the world. For construction equipment
under Case, we are promoting the Case construction brand name and logo.

     Most of these brand names have been registered as trademarks in the
principal markets in which we use them. Other than the New Holland, Case, IH and
Case IH trademarks, we do not believe that our business is materially dependent
on any single patent or trademark or group of patents or trademarks.

     CNH, through New Holland and Case, has a significant tradition of
technological innovation in the agricultural and construction equipment
industries. We hold over 2,600 patents, with 1,350 additional applications
pending. We believe that we are among the market leaders for patented
innovations in the product classes in which we compete.

     D. TREND INFORMATION.

MARKET OUTLOOK FOR AGRICULTURAL EQUIPMENT

     We anticipate that industry sales of agricultural equipment will remain at
or near 2001 levels through the balance of 2002. In North America, the first
quarter was flat overall, as expected. We do not anticipate total industry sales
to show any significant departure from 2001 levels through the balance of the
year. Sales of under 40 horsepower tractors are now expected to remain at, or
somewhat above, 2001 levels throughout the year. Sales of over 40 horsepower
tractors are expected to remain at or slightly below 2001 levels through 2002.
In Latin America, we expect industry sales to remain at 2001 levels at least
through the third quarter of 2002. No significant change is anticipated in
industry sales for Western Europe.

MARKET OUTLOOK FOR CONSTRUCTION EQUIPMENT

     We expect industry sales of construction equipment to remain weak in the
second quarter in all of our major markets except Latin America, which is
expected to be essentially unchanged from 2001. In the second half of the year,
industry sales of construction equipment should follow the anticipated economic
recovery as it materializes. We expect the upturn to occur first in North
America, where fourth quarter sales could approach 2001 levels. We do not expect
recovery in Western Europe to be as rapid.

OUTLOOK FOR FULL YEAR 2002 RESULTS

     We believe that the growing strength of our global agricultural business,
along with anticipated second-half improvements in the construction equipment
industry, will contribute significantly to our bottom line in the second half of
the year. New product introductions should also contribute to the bottom line,
particularly in the fourth quarter of 2002.

     We expect to again record improved operating performance in 2002 even as we
continue dealer destocking by keeping wholesale levels below retail sales levels
and production below wholesale levels. Through our various profit improvement
initiatives, including the reengineering of our key processes, we believe that
further reductions in selling, general and administrative expenses and research
and development expenses may be achieved during 2002. Based on current
assumptions, we believe that our better than expected performance in the first
quarter will be reflected in the full year result, substantially reducing the
expected loss per share in 2002 without considering the potential impact of our
initiatives to reduce debt and increase equity.

                                        80
<PAGE>

INFLATION

     Inflation impacts our business in both the costs of production and the
demand for our products.

     A significant portion of the cost of our machinery is comprised of material
costs. Therefore, material price inflation could result in increased
manufacturing costs through supplier price increases to us. Our ability to
recover increased supplier costs would be dependent, in part, on our
competitors' responses to these economic conditions. Manufacturing cost
increases in excess of increased pricing in the market could have an adverse
effect on us.

     Increases in inflation tend to cause higher interest rates. The demand for
agricultural and, to a greater extent, construction equipment, is negatively
impacted by high interest rates. As interest rates on farm debt escalate,
farmers tend to delay equipment purchases. Our construction equipment business
is heavily tied to the housing construction sector, and in the face of rising
mortgage rates, potential homeowners tend to delay purchases. Increases in the
level of worldwide inflation could have a negative effect on the level of demand
for agricultural and construction equipment.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     A. DIRECTORS AND SENIOR MANAGEMENT.

     Our directors and our executive officers elected by the Board of Directors
are as set forth below:

<Table>
<Caption>
                                                                                              DIRECTOR/
                                                                                              EXECUTIVE
             NAME                                   POSITION WITH CNH                       OFFICER SINCE
             ----                                   -----------------                       -------------
<S>                             <C>                                                         <C>
Jean-Pierre Rosso.............  Director and Chairman                                           1999
Paolo Cantarella..............  Director                                                        1996
Alberto F. Cerruti............  Director*                                                       2001
Damien Clermont...............  Director                                                        1999
Alfredo Diana.................  Director                                                        1999
Edward A. Hiler...............  Director**                                                      2002
Katherine M. Hudson...........  Director                                                        1999
Kenneth Lipper................  Director                                                        1996
Paolo Monferino...............  Director, President and Chief Executive Officer                 1999
James L.C. Provan.............  Director                                                        1995
Michel Lecomte................  Chief Financial Officer, and President, Financial Services      2000
                                and President, CNH Capital
Richard M. Christman..........  President, Case IH Agricultural Business                        2000
Harold D. Boyanovsky..........  President, Worldwide Agricultural Equipment Products            1999
Fausto Lanfranco..............  President, Worldwide Construction Equipment                     1996
William T. Kennedy............  President, New Holland Agricultural Business Business           1996
Roberto Miotto................  Senior Vice President, General Counsel and Secretary            1991
Giovanni B. Ravina............  Senior Vice President, Human Resources                          2000
</Table>

---------------
 * Alberto F. Cerruti resigned as Director in February 2002.

** Named a Director subsequent to December 31, 2001.

     Jean-Pierre Rosso, Director and Chairman, born on July 11, 1940, has served
as Chairman of the Board of Directors of CNH since November 12, 1999 and as its
Chief Executive Officer until November 7, 2000. Prior to this, Mr. Rosso served
as Chairman and Chief Executive Officer of Case from October 1997 until November
1999. From March 1996 through October 1997, he served as Case's Chairman,
President and

                                        81
<PAGE>

Chief Executive Officer, and from April 1994 through March 1996, he served as
its President and Chief Executive Officer. Prior to April 1994, Mr. Rosso served
in various capacities with Honeywell, Inc., a producer of advanced technology
products, including as President of the Home and Building Control Business from
1992 through April 1994, and as President of its European operations from 1987
through 1991. Mr. Rosso is also director of ADC Telecommunications, Inc.,
Medtronic, Inc., and Credit Lyonnais.

     Paolo Cantarella, Director, born on December 4, 1944, has served as
director of CNH, and previously of New Holland, its predecessor, since April
1996. Mr. Cantarella is the Chief Executive Officer of Fiat and the Chairman of
Fiat Auto S.p.A., Iveco N.V., and Vice President of IHF (Internazionale Holding
Fiat S.A.), having served in a variety of senior executive positions with the
Fiat Group. He is also a member of the Board of HdP (Holding di Partecipazioni
Industriali S.p.A.). Prior to his current position, Mr. Cantarella was the
Managing Director and head of Fiat Auto S.p.A., the Fiat Group's Automobile
Sector.

     Alberto F. Cerruti, born on May 17, 1940, served as director of CNH from
May 2001 until his resignation in February 2002. Prior to that, Mr. Cerruti
spent his entire career at General Electric ("GE"), starting in 1964 until his
retirement in January 2001. From 1964 to 1967, Mr. Cerruti worked with GE's
Corporate Audit Staff. In 1973, he became GE's Manager-Finance, Italian
Operations. Between 1977 and 1982, he was GE's Manager-Finance, Africa and
Middle East Division in London, Europe Business Division in Brussels and Europe
and Africa Operations in London. He became GE's Manager-Finance International
Sector in 1983 and in 1987, GE's Manager, Corporate Tax Operation. He was
appointed GE's Vice-President International Finance and Business Support in
1988, and GE's Vice President Mergers and Acquisitions from 1993 until his
retirement.

     Damien Clermont, Director, born on July 12, 1951, has served as director of
CNH since October 1999. Mr. Clermont has served as Chief Financial Officer of
Fiat S.p.A. since 1999. He also served as Senior Vice President, Planning and
Strategy, of Fiat from April 1996. Prior to joining Fiat, Mr. Clermont held
several key management positions with the Schneider Group, a leading producer of
electrical equipment, including Senior Vice President, Strategic Planning and
member of its Executive Committee. Mr. Clermont also held positions with
France's Total Company (oil) in the International Finance Department, where he
served as Head of International Cash Management.

     Alfredo Diana, Director, born on June 2, 1930, has served as a director of
CNH since November 1999. Prior to that, Mr. Diana served as the Italian governor
of the International Fund for Agricultural Development from 1977 to 1999. He was
an elected member of the European Parliament in 1979, and an elected senator of
the Italian Republic in 1983. Mr. Diana held several government positions,
including President of the General Federation of Agriculture, Commissioner and
President of the Experimental Institute for fruit-growing, Vice President of the
National Council of Economy and Labour, President of the National Council for
Forestry and Timber, and Minister of Agriculture and Forestry in the first Amato
and Ciampi governments. He was also President of Tecnagro, an association for
innovations in agriculture, and president of Montedison agricultural services.
Mr. Diana is also the president of the Italian Agricultural Society.

     Dr. Edward A. Hiler, Director, born on May 14, 1939, was named a director
of CNH on May 7, 2002. Dr. Hiler presently serves the Texas A&M University
system as vice chancellor for Agriculture and Life Sciences and dean of the
College of Agriculture and Life Sciences. 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. Dr. Hiler earned his Ph.D. in Agricultural
Engineering at The Ohio State University. 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 Congress of the United States. A licensed
professional engineer, Dr. Hiler is the author of over 100 professional
publications.

     Katherine M. Hudson, Director, born on January 19, 1947, has served as a
director of CNH since November 1999. Ms. Hudson has served as the President and
Chief Executive Officer of Brady Corporation,
                                        82
<PAGE>

an international manufacturer of identification and material solution products,
since January 1994. Prior to assuming her position with that company, she was
Vice President and General Manager of the Professional, Printing and Publishing
Imaging Division of Eastman Kodak Company. Prior to the business merger of New
Holland N.V. and Case Corporation, Ms. Hudson served as a director of Case since
1996. In addition to Brady, Ms. Hudson is also a director of Charming Shoppes,
Inc.

     Kenneth Lipper, Director, born on June 19, 1941, has served as a director
of CNH since 1996. He is the Chairman of Lipper & Company, Inc., an investment
management and investment banking company founded in 1987. Previously, he was
the Deputy Mayor of the City of New York under Mayor Edward Koch from 1983 to
1985. He was a managing director and general partner of Salomon Brothers during
the years 1976-1982 and a general partner at Lehman Brothers during the years
1969-1975. Mr. Lipper was the Director of Industrial Policy for the Office of
Foreign Direct Investment at the U.S. Department of Commerce from 1968 to 1969.
Mr. Lipper was an associate lawyer with the law firm of Fried, Frank, Harris,
Shriver & Jacobson from 1967 to 1968.

     Paolo Monferino, Director, President and Chief Executive Officer, 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 the Company's wide-ranging
integration plan. Mr. Monferino has more than 16 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, 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.

     James L.C. Provan, Director, born on December 19, 1936, has served as
director of CNH, and previously of New Holland, since 1995. Mr. Provan was first
elected as a Member of the European Parliament in 1979, where he has served on
the Agricultural and Rural Affairs Committee, the Conservative National Union
Executive Committee, and the Transport and Tourism Committee. Mr. Provan is also
the Chairman of the Rowett Research Institute, Aberdeen, one of Europe's leading
nutritional research centers.

     Michel Lecomte, Chief Financial Officer, and President, Financial Services
and President, CNH Capital, born on January 27, 1949, was appointed Chief
Financial Officer and President, Financial Services and President, CNH Capital
of CNH on November 8, 2000. Prior to joining CNH, Mr. Lecomte served as Chief
Financial Officer of Iveco, a sector of the Fiat Group and Transolver, Iveco's
financial services business. From 1989 to 1996, he served as chief financial
officer of the Framatome Group based in France. Mr. Lecomte also served as chief
financial officer of CertainTeed Corporation in the U.S. from 1984 to 1989.

     Harold D. Boyanovsky, President, Worldwide Agricultural Equipment Products,
born on August 15, 1944, has served as President, Worldwide Agricultural
Equipment Products of CNH since November 1999. Prior to the business merger of
New Holland N.V. and Case Corporation, he served as a Senior Vice President of
Case from May 1997 to November 1999. Between November 1999 and December 1966,
Mr. Boyanovsky served in a variety of executive positions with Case and
International Harvester.

     Richard M. Christman, President, Case IH Agricultural Business, born on May
23, 1950, was appointed President, Case IH Agricultural Business on July 1,
2000. From November 1999 to July 2000, he served as Senior Vice President,
Strategy and Business Development of CNH. Prior to the business merger of New
Holland N.V. and Case Corporation, Mr. Christman served as a Senior Vice
President of Case from May 1996 to November 1999. Between November 1999 and June
1975, Mr. Christman served in a variety of executive positions with Case.

                                        83
<PAGE>

     William T. Kennedy, President, New Holland Agricultural Business, born on
January 1, 1943, has served as President, New Holland Agricultural Business of
CNH since November 1999. Prior to the business merger of New Holland N.V. and
Case Corporation, he served as Executive Vice President, Chief Marketing
Officer, New Holland, between September 1996 and November 1999. Between May 1991
and September 1996, Mr. Kennedy served as Chief Operating Officer, North
American Operations. Between June 1964 to May 1991, he served in a variety of
Management positions with the predecessor companies Ford New Holland and Sperry
New Holland.

     Fausto Lanfranco, President, Worldwide Construction Equipment Business,
born on July 20, 1944, has served as President, Worldwide Construction Equipment
Business of CNH since November 1999. Prior to the business merger of New Holland
N.V. and Case Corporation, Mr. Lanfranco served as Managing Director of Fiat
Hitachi Excavators and was in charge of New Holland Earthmoving Equipment
Operations. In this capacity he was responsible for the strategic repositioning
of this business in the worldwide scenario. Between 1991 and 1996 Mr. Lanfranco
was assigned responsibility for the Strategies and Industrial Policies
Department of Fiat Corporate. In 1983 he joined Fiat Group and between 1983 and
1991 Mr. Lanfranco served in a variety of executive positions in the Components
Sector. Mr. Lanfranco worked for Olivetti between 1971 and 1983 where he held
managerial positions in the Planning, Research & Development and Production
departments in Mexico, the US and Far East. In his last assignment for Olivetti
he was in charge of the Consumer Products Division.

     Roberto Miotto, Senior Vice President, General Counsel and Secretary, born
on December 15, 1946, has served as Senior Vice President, General Counsel and
Secretary of CNH since November 1999. Prior to the business merger of New
Holland N.V. and Case Corporation, Mr. Miotto served as Vice President, General
Counsel and Secretary of New Holland N.V. Prior to that, Mr. Miotto served in a
variety of executive positions with the Fiat Group.

     Giovanni B. Ravina, Senior Vice President, Human Resources, born on April
21, 1951, was appointed Senior Vice President, Human Resources of CNH, effective
December 1, 2000. Prior to joining CNH, he served as Managing Director, Fiat
India. Between September 1978 and December 2000, Mr. Ravina served in a variety
of executive positions with the Fiat Group.

     B. COMPENSATION.

     We maintain a management bonus program that links a portion of the
compensation paid to senior executives to our achievement of financial
performance criteria specified by the Nominating and Compensation Committee of
CNH's Board of Directors.

     The aggregate amount of compensation paid by CNH to its directors and
executive officers that held office during 2001 was approximately $14.7 million.
The aggregate amount paid or set aside by CNH with respect to pension and
similar benefits during 2001 totaled approximately $248,000. Certain CNH
officers were a party to "Change in Control" agreements in 1999 that provided
for severance benefits if the officer's employment terminated other than for
"cause" within 12 months following a potential change in control or within 24 to
36 months following a change in control. Those agreements were either exercised
or amended in 2000. The amendment included three annual installment payments,
the first of which was paid in 2000. The aggregate amounts paid by CNH to its
executive officers for the first installment, paid in 2000, were approximately
$0.8 million and for the second installment, paid in 2001, was approximately
$0.8 million.

     There are currently no director's service contracts providing for benefits
upon termination of employment.

CNH OUTSIDE DIRECTORS' COMPENSATION PLAN

     In 1999, we established the CNH Global N.V. Outside Directors' Compensation
Plan ("CNH Directors' Plan") which was amended in 2000. The CNH Directors' Plan
provides for (1) the payment of an annual retainer fee and committee chair fee
(collectively, the "Annual Fees") to independent outside members of the Board in
the form of common shares of CNH; (2) an annual grant of options to purchase
common shares of

                                        84
<PAGE>

CNH; (3) an opportunity to receive up to 50% of their Annual Fees in cash; and
(4) an opportunity to convert all or a portion of their Annual Fees into stock
options. Each of our outside directors is paid a fee of $1,250 plus expenses for
each Board of Directors and committee meeting attended. Outside directors also
receive an annual retainer fee of $35,000. In addition, each outside director
who chairs a committee is paid an annual retainer fee of $5,000 per committee
chair held. The value of these fees is included in the aggregate compensation
amount set forth above. Under the CNH Directors' Plan, all outside director
annual retainer fees are paid in the form of CNH common shares unless a director
elects to receive a portion of his or her fees, up to a maximum of 50%, in cash.
In addition, outside directors may also elect to forego payment of all or any
portion of their fees otherwise payable in common shares and to instead receive
an option to purchase common shares at a purchase price equal to the fair market
value of the common shares on the date that such fees would otherwise have been
paid to the director. The number of shares subject to such an option will be
equal to the amount of fees that the director elected to forego, multiplied by
four and divided by the fair market value of a common share on the date the fees
would otherwise have been paid to the director. Stock options granted as a
result of such an election vest immediately upon grant, but the shares purchased
under the option cannot be sold for six months following the date of grant.
Outside directors also receive an annual grant of options to purchase CNH common
shares that will vest on the third anniversary of the grant date. The exercise
price of all options granted under the CNH Directors' Plan is equal to or
greater than the fair market value of our common shares on the date of grant.
There are one million common shares reserved for issuance under this plan.
Exercise prices for options outstanding under the CNH Directors' Plan at
December 31, 2001 ranged from $5.25 to $15.41. The remaining weighted average
contractual life of the options issued pursuant to the CNH Directors' Plan is
approximately nine years. As of December 31, 2001, there were 758,429 common
shares available for issuance under the CNH Directors' Plan. During the last two
years, changes in shares subject to issuance under stock options were as
follows:

<Table>
<Caption>
                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                             ---------------------------------------
                                                                    2001                 2000
                                                             ------------------   ------------------
                                                                       EXERCISE             EXERCISE
                                                             SHARES     PRICE     SHARES     PRICE
                                                             -------   --------   -------   --------
<S>                                                          <C>       <C>        <C>       <C>
Outstanding at beginning of year...........................  120,757    $11.85     18,750    $15.41
  Granted..................................................  142,277      6.04    102,007     11.19
  Forfeited................................................  (21,463)    12.09         --        --
                                                             -------              -------
Outstanding at end of year.................................  241,571      8.40    120,757     11.85
                                                             =======              =======
Exercisable at end of year.................................  159,071      7.73     64,507     10.72
                                                             =======              =======
</Table>

------------
* Weighted-average

CNH EQUITY INCENTIVE PLAN

     In 1999, we established the CNH Equity Incentive Plan or CNH EIP, which was
amended in 2001. The CNH EIP provides for grants of various types of awards to
officers and employees of CNH and its subsidiaries. There are 28 million common
shares reserved for issuance under this plan. Options granted under the CNH EIP
have an exercise price that is no less than the fair market value of the common
shares on the date of grant. Certain options vest ratably over three or four
years from the award date, while certain performance-based options vest subject
to the attainment of specified performance criteria. Such performance-based
options vest no later than seven years from the award date. All options expire
after ten years. The exercise price for options outstanding under the CNH EIP at
December 31, 2001 ranged from $6.34 to $13.77. The remaining weighted average
contractual life of the options issued pursuant to the CNH EIP is approximately
nine years. Prior to 2001, the exercise prices of all options granted under the
CNH EIP were equal to or greater than the fair market value of our common shares
on the respective grant dates. During 2001, we granted stock options with an
exercise price less than the quoted market price of our common shares at the
date of the grant. The $3,729,600 of compensation cost has been deferred and is
being charged to

                                        85
<PAGE>

expense over the four-year service period of the related options. During the
last two years, changes in shares subject to issuance under stock options were
as follows:

<Table>
<Caption>
                                                               FOR THE YEARS ENDED DECEMBER 31,
                                                         --------------------------------------------
                                                                 2001                   2000
                                                         --------------------   ---------------------
                                                                     EXERCISE                EXERCISE
                                                          SHARES      PRICE       SHARES      PRICE
                                                         ---------   --------   ----------   --------
<S>                                                      <C>         <C>        <C>          <C>
Outstanding at beginning of year.......................  5,201,937    $13.77     5,291,050    $13.77
  Granted..............................................  5,328,000      6.34     2,299,500     13.77
  Forfeited............................................   (994,025)    12.75    (2,388,613)    13.77
                                                         ---------              ----------
Outstanding at end of year.............................  9,535,912      9.73     5,201,937     13.77
                                                         =========              ==========
Exercisable at end of year.............................  1,777,927     13.77       621,168     13.77
                                                         =========              ==========
</Table>

     Under the CNH EIP, shares may also be granted as restricted shares. We
establish the period of restriction for each award and hold the shares during
the restriction period. Certain restricted shares vest over six months to seven
years, while certain performance-based restricted shares vest subject to the
attainment of specified performance criteria. Such performance-based restricted
shares vest no later than seven years from the award date. For the year ended
December 31, 2000, 75,000 restricted shares were awarded at no cost to
employees, at a weighted-average value of $12.81, and no restricted shares were
awarded during 2001. At December 31, 2001, restricted common shares outstanding
totaled 33,600 shares.

     As of December 31, 2001, there were 18,312,620 common shares available for
issuance under the CNH EIP.

FIAT STOCK OPTION PROGRAM

     Certain employees of ours are eligible to participate in stock option plans
of Fiat ("Fiat Plans") whereby participants are granted options to purchase
ordinary shares of Fiat ("Fiat Shares"). The number of options granted to our
employees to purchase Fiat Shares was 222,000, 67,500 and 23,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. The exercise price, as
determined by the average official price of Fiat Shares on the Italian Stock
Exchange during the twenty-day period preceding the date of grant, was E28.45,
E30.63 and E18.00 for the options granted under the Fiat Plans in 2001, 2000 and
1999, respectively. These exercise prices as compared to the actual prices of
Fiat Shares on the date of grant of E29.30, E33.46 and E18.06 in 2001, 2000 and
1999, respectively, were not significantly different and did not result in a
material amount of compensation expense under these plans. The 2001 and 2000
options vest ratably over a four year period and 1999 options vest ratably over
a three year period. All options under the Fiat Plans expire eight years after
the grant date.

     C. BOARD PRACTICES.

     Responsibility for the management of CNH lies with the Board of Directors
of CNH, which supervises the policies of CNH and the general course of corporate
affairs. The members of the Board are appointed at the Meetings of Shareholders
and do not have fixed terms of office.

     The Company has an Audit Committee, a Nominating and Compensation
Committee, and a Finance Committee of the Board of Directors.

     The principal functions of the Audit Committee are to recommend the
selection and review the activities of CNH's independent public accountants, and
to exercise general oversight with respect to CNH's financial reporting process
and internal accounting controls. The Committee currently consists of Ms. Hudson
and Messrs. Provan and Diana. Ms. Hudson serves as Chairperson of this
Committee.

     The principal functions of the Nominating and Compensation Committee are to
aid in attracting qualified candidates to serve as outside directors and
exercise general oversight of CNH's executive

                                        86
<PAGE>

compensation program, including fixing the compensation of executive and certain
other senior officers of CNH. The Committee currently consists of Messrs.
Cantarella and Diana. Mr. Cantarella serves as Chairperson of this Committee.

     The principal functions of the Finance Committee are to review and make
recommendations on major transactions, programs or policies, including
acquisitions, joint ventures or divestitures, capital investments, short-term or
long-term financing, including the public offering or private placement of debt
securities, sale, repurchase or split of equity securities, and financial and
hedging policy of the Company. The Committee currently consists of Ms. Hudson
and Mr. Clermont. Mr. Clermont serves as Chairperson of this Committee.

     D. EMPLOYEES.

     At December 31, 2001, we had approximately 28,100 employees. There were
17,500 employees in the agricultural equipment business, 6,400 in the
construction equipment business and 950 in the financial services business, with
the remaining 3,250 shared by all business units. As broken down by geographic
location, there were 10,300 employees in North America, 14,500 employees in
Western Europe, 1,800 employees in Latin America and 1,500 employees in the Rest
of World.

     Our employment levels are down from nearly 36,000 at the time of the merger
and in line with the planned 24% reduction in employee headcount by the end of
2003. The 8,500 reduction includes approximately 2,000 employees that were part
of the divestitures. The balance is from our headcount reduction initiatives.
This consolidation includes a general reduction in salaried workforce, the
consolidation of back-office support activities and the outsourcing of non-core
support activities such as information systems and accounting services.
Consistent with the decline in overall employment levels, salaried employment
has declined by approximately 25% from approximately 14,900 at year-end 1999 to
approximately 11,300. This decline in salaried employment is a key contributing
factor to the decline in our Equipment Operations selling, general and
administrative ("SG&A") costs as a percentage of Equipment Operations net sales
from 11.8% in 1999 on a pro forma basis to 10.8% in 2000, with a further
reduction to 10.1% in 2001. Our longer term target is to reduce SG&A costs as a
percentage of Equipment Operations net sales to approximately 9.0% at current
conditions.

     Unions represent many of CNH's worldwide production and maintenance
employees. CNH's collective bargaining agreement with the United Automobile,
Aerospace and Agricultural Implement Workers of America (the "UAW"), which
represents approximately 2,200 of CNH's hourly production and maintenance
employees in the United States, expires May 2, 2004. Labor agreements covering
employees in certain European countries generally expire annually. CNH can offer
no assurance that future contracts with the UAW or any of CNH's other union
contracts or labor agreements will be renegotiated upon terms acceptable to CNH.

     Our employees in Europe are also protected by various worker
co-determination and similar laws that afford employees, through local and
central works councils, certain rights of 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.

                                        87
<PAGE>

     E. SHARE OWNERSHIP.

     All of CNH's directors and executive officers beneficially own, or were
granted options with respect to, less than one percent of CNH's common shares.
As of February 28, 2002, the aggregate number of common shares (including
restricted shares) held by all directors and executive officers as a group
amounted to 137,574 shares. The aggregate number of options issued to the
directors and executive officers as a group amounted to 2,186,110. Each option
entitles the holder to purchase one CNH common share. The terms of such options
are as follows:

<Table>
<Caption>
NUMBER OF OPTIONS                       EXERCISE PRICE               EXPIRATION DATE
-----------------                       --------------               ---------------
<S>                                     <C>               <C>
15,000................................      $15.41        November 12, 2009
1,569,000.............................      $13.77        December 20, 2009
12,926................................      $11.22        February 10, 2010
225,000...............................      $13.77        April 18, 2010
11,961................................      $12.13        June 2, 2010
30,000................................      $12.00        June 7, 2010
14,633................................       $9.91        September 4, 2010
120,000...............................      $13.77        November 29, 2010
14,774................................       $9.82        December 3, 2010
18,772................................       $7.73        March 2, 2011
37,500................................       $5.58        May 3, 2011
26,954................................       $5.38        May 5, 2011
24,763................................       $7.27        July 31, 2011
34,288................................       $5.25        October 29, 2011
30,539................................       $5.90        January 27, 2012
</Table>

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

     A. MAJOR SHAREHOLDERS.

     Our outstanding capital stock consists of common shares, par value E0.45
per share. As of April 30, 2002, there were 277,100,298 common shares
outstanding. As of April 30, 2002, 47,265,048 of the common shares were held of
record in the United States by 1,001 holders (including 3,911,400 shares held on
behalf of Fiat Netherlands Holding N.V.) and represented, in the aggregate,
17.6% of the number of common shares outstanding. Since certain of the common
shares are held by brokers or other nominees, the number of direct record
holders in the United States may not be fully indicative of the number of direct
beneficial owners in the United States or of where the direct beneficial owners
of such shares are resident.

     The following table sets forth the ownership of shares in CNH:

<Table>
<Caption>
                                                               NUMBER OF
                                                              OUTSTANDING    PERCENTAGE
                                                                COMMON       OWNERSHIP
SHAREHOLDERS                                                    SHARES        INTEREST
------------                                                  -----------    ----------
<S>                                                           <C>            <C>
Fiat Netherlands Holding N.V. ..............................  234,330,182       84.6%
Other shareholders..........................................   42,770,116       15.4
                                                              -----------      -----
Total.......................................................  277,100,298      100.0%
                                                              ===========      =====
</Table>

     Paolo Monferino, Jean-Pierre Rosso, Roberto Miotto, Alfredo Diana,
Katherine Hudson, Kenneth Lipper, James Provan, Fausto Lanfranco, Richard
Christman and William Kennedy, each a director or executive officer of CNH,
individually and collectively own less than 1% of our common shares.

     We are controlled by our largest single shareholder, Fiat Netherlands
Holding N.V., a wholly owned subsidiary of Fiat. Fiat Netherlands Holding N.V.
increased its ownership interest in CNH from 71.1% to 84.5% of our outstanding
common shares in connection with the conversion on June 30, 2000 of Fiat
Netherlands Holding N.V.'s $1,400 million advance to capital into additional CNH
common shares. As of

                                        88
<PAGE>

February 28, 2002, Fiat Netherlands Holding N.V. owned 234,330,182 common shares
(including the 3,911,400 shares referred to above), representing 84.6% of CNH's
outstanding common shares as of such date. As a result, Fiat controls all
matters submitted to a vote of CNH's shareholders, including approval of annual
dividends, election and removal of its directors and approval of extraordinary
business combinations. Fiat Netherlands Holding N.V. has the same voting rights
as CNH's other shareholders.

     B. RELATED PARTY TRANSACTIONS.

     On November 12, 1999, Fiat Netherlands Holding N.V., the majority
shareholder of CNH, contributed $1.4 billion to CNH in the form of an advance to
capital to partially finance the merger of New Holland and Case. On June 30,
2000, Fiat Netherlands Holding N.V. received 127,918,782 CNH common shares, or
the number of shares that it could have purchased with $1.4 billion at $10.94
per share, a price determined by averaging the daily closing prices (after
excluding the highest and lowest prices) of CNH common shares on the New York
Stock Exchange during the 20 trading days immediately preceding June 30, 2000.
The Board of Directors of CNH approved and we paid a discretionary return to
Fiat Netherlands Holding N.V. on its advance to capital of $56 million, an
annual rate of 6.25%.

     We continue to rely on Fiat to provide either guarantees or funding in
connection with some of its external debt financing needs. At December 31, 2001,
our outstanding debt with Fiat and its affiliates was approximately 60% of the
total debt, compared with 46% at December 31, 2000. In 2001, we paid a guarantee
fee of between 0.0625% per annum and 0.125% per annum on the average amount
outstanding under facilities guaranteed by Fiat. Fiat has agreed to maintain its
existing treasury and debt financing arrangements with us for as long as it
maintains control of CNH and, in any event, at least until December 31, 2004.
After that time, Fiat has committed that it will not terminate our access to
these financing arrangements without affording us an appropriate time period to
develop suitable substitutes. The terms of any alternative sources of financing
may not be as favorable as those provided or facilitated by Fiat.

     We purchase some of our engines and other components from the Fiat Group,
and companies of the Fiat Group provide us with administrative services such as
accounting, cash management and legal services. In addition, we may from time to
time enter into hedging arrangements with counterparties that are members of the
Fiat Group. In 2001, we purchased approximately $108 million in goods, including
$85 million for engines purchased from Iveco, and approximately $131 million in
services from companies in the Fiat Group. Our principal purchases of goods from
Fiat and its affiliates include diesel engines from Iveco, electric and
mechanical components from Magneti Marelli S.p.A., castings from Teksid S.p.A.,
and spare parts from Geico S.p.A. Our principal purchases of services from Fiat
and its affiliates include accounting and audit, maintenance of plant and
equipment, research and development, information systems and training. We also
purchase tractors from our Mexican joint venture for resale in the United
States. For material related party transactions, we generally solicit and
evaluate bid proposals prior to entering into any such transactions, and in such
instances, the Audit Committee generally conducts a review to determine that
such transactions are on arm's-length terms. Management believes that the terms
of these sales and purchases are at least as favorable to us as those available
from unaffiliated third parties.

     Fiat provides accounting services to us in Europe and Brazil through an
affiliate that uses shared service centers to provide such services at
competitive costs to various Fiat companies and third party customers. Fiat
provides internal audit services at the direction of our internal audit area in
certain locations where it is more cost effective to use existing Fiat
resources. Routine maintenance of our plants and facilities in Europe is
provided by a Fiat affiliate skilled in such work that also provides similar
services to third parties. We purchase network and hardware support from a joint
venture that Fiat has formed with IBM. Fiat also provides training services
through an affiliate that is skilled at providing employee training. We purchase
research and development 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. Our management believes that the terms of the contracts entered into with
Fiat and its affiliates are at least as favorable as those available from
unaffiliated third parties.

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<PAGE>

     In addition, we outsource a portion of our information services to Global
Value Services, S.p.A., a joint venture between Fiat and IBM Italia S.p.A.

     If the goods or services or financing arrangements described above were not
available from Fiat, we would have to obtain them from other sources. We can
offer no assurance that such alternative sources would provide goods and
services on terms as favorable as those offered by Fiat.

     Fiat has executed, on our behalf, certain foreign exchange and interest
rate-related contracts. As of December 31, 2001, we and our subsidiaries were
parties to derivative or other financial instruments having an aggregate
contract value of $515 million to which affiliates of Fiat were counterparties.
Our management believes that the terms of the contracts entered into with Fiat
and its affiliates are at least as favorable to those available from
unaffiliated third parties.

     Additionally, we participate in the stock option program of Fiat as
described in Note 13, "Shareholders' Equity and Stock-Based Compensation" to the
Consolidated Financial Statements.

     C. INTERESTS OF EXPERTS AND COUNSEL.

     Not applicable.

ITEM 8. FINANCIAL INFORMATION

     A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.

     See Item 18. "Financial Statements" for a list of the Financial Statements
filed with this document.

     B. SIGNIFICANT CHANGES.

     No significant changes have occurred since the date of the Consolidated
Financial Statements.

ITEM 9. THE OFFER AND LISTING

     A. OFFER AND LISTING DETAILS.

     Our common shares are quoted on the New York Stock Exchange under the
symbol CNH. The following table provides the high and low closing prices of our
common shares as reported on the New York Stock Exchange for each of the periods
indicated:

COMMON SHARE PRICE

<Table>
<Caption>
                                                            HIGH     LOW
                                                           ------   ------
<S>                                                        <C>      <C>
MOST RECENT SIX MONTHS
  May 2002 (through May 17)..............................  $ 5.82   $ 5.15
  April 2002.............................................    5.75     4.69
  March 2002.............................................    5.22     3.96
  February 2002..........................................    5.95     3.90
  January 2002...........................................    6.43     5.75
  December 2001..........................................    6.45     5.23
  November 2001..........................................    6.00     5.19
YEAR ENDED DECEMBER 31, 2001
  First Quarter..........................................  $ 9.75   $ 6.35
  Second Quarter.........................................    6.89     5.45
  Third Quarter..........................................    7.99     5.70
  Fourth Quarter.........................................    6.45     5.10
  Full Year..............................................    9.75     5.10
</Table>

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<PAGE>

<Table>
<Caption>
                                                            HIGH     LOW
                                                           ------   ------
<S>                                                        <C>      <C>
YEAR ENDED DECEMBER 31, 2000
  First Quarter..........................................  $14.81   $ 9.13
  Second Quarter.........................................   14.69     8.63
  Third Quarter..........................................   11.56     7.56
  Fourth Quarter.........................................   10.06     8.63
  Full Year..............................................   14.81     7.56

1999.....................................................  $18.00   $ 8.75
1998.....................................................  $28.31   $ 9.75
1997.....................................................  $30.81   $21.00
</Table>

     On May 17, 2002 the last reported sales price of our common shares as
reported on the New York Stock Exchange was $5.82 per share. There were 1,001
holders of record of our common shares in the United States as of April 30,
2002.

     B. PLAN OF DISTRIBUTION.

     Not applicable.

     C. MARKETS.

     The outstanding common shares of CNH are listed on the New York Stock
Exchange under the symbol "CNH." Prior to the merger, the common shares were
listed on the New York Stock Exchange under the symbol "NH."

     D. SELLING SHAREHOLDERS.

     Not applicable.

     E. DILUTION.

     Not applicable.

     F. EXPENSES OF THE ISSUE.

     Not applicable.

ITEM 10. ADDITIONAL INFORMATION

     A. SHARE CAPITAL.

     Not applicable.

     B. MEMORANDUM AND ARTICLES OF ASSOCIATION.

     Material provisions of CNH's Articles of Association, as amended on
February 14, 2002 (the "Articles of Association"), and particular provisions of
Dutch law relevant to CNH's statutory existence are summarized below. This
summary does not restate the Company's Articles of Association or relevant Dutch
law in their entirety.

REGISTRATION AND OBJECTIVES

     CNH is registered at Commercial Register kept at the Chamber of Commerce in
Amsterdam under file number 33283760.

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<PAGE>

     CNH's objectives are:

     - to engage in, and/or to participate in and operate one or more companies
       engaged in the design, engineering, manufacture, sale or distribution of
       agricultural and construction equipment;

     - to engage in and/or to participate in and operate one or more companies
       engaged in any business, financial or otherwise, which the Company may
       deem suitable to be carried on in conjunction with the foregoing;

     - to render management and advisory services;

     - to issue guarantees, provide security, warrant performance or in any
       other way assume liability for or in respect of obligations of group
       companies; and

     - to do anything which a company may lawfully do under the laws of The
       Netherlands which may be deemed conducive to the attainment of the
       objects set out in the foregoing paragraphs.

     The above objectives are specified in article 2 of CNH's Articles of
Association.

AUTHORIZED CAPITAL

     Our authorized share capital is E450,000,000, consisting of 700,000,000
common shares and 300,000,000 preference shares with a par value of E0.45 per
share. No preference shares have been issued. We will issue common shares only
in registered form. We have appointed JPMorgan Chase Bank (formerly Morgan
Guaranty Trust Company of New York) as our agent to maintain the share register
relating to the common shares and to act as transfer agent and registrar for the
common shares.

DIVIDENDS

     Our board of directors may establish reserves out of our annual profits at
a general meeting of shareholders. The holders of common shares have discretion
as to the use of that portion of our annual profits remaining after the board of
directors establishes these reserves and payment of dividends on the preference
shares when issued. The board of directors may resolve at the annual general
meeting that we pay dividends out of our share premium account or out of any
other reserve available for shareholder distributions under Dutch law. However,
we 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 we 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 CNH.

     At any general meeting of shareholders, our shareholders may declare
dividends in the form of cash (in U.S. Dollars), common shares or a combination
of both.

SHAREHOLDER MEETINGS AND VOTING RIGHTS

     Each shareholder has a right to attend general meetings of shareholders,
either in person or by proxy, and to exercise voting rights in accordance with
the provisions of our Articles of Association. We must hold at least one general
meeting of shareholders each year. This meeting must be convened at one of four
specified locations in The Netherlands within six months after the end of our
fiscal year. Our board of directors may convene additional general meetings as
often as it deems necessary, or upon the call of holders representing at least
10% of our outstanding common shares or other persons entitled to attend the
general meetings. Dutch law does not restrict the rights of holders of common
shares who do not reside in the Kingdom of The Netherlands to hold or vote their
common shares.

     We will give notice of each meeting of shareholders by notice published in
at least one national daily newspaper distributed throughout The Netherlands and
in any other manner that we may be required to follow in order to comply with
applicable stock exchange requirements. In addition, we will notify registered
holders

                                        92
<PAGE>

of the common shares by letter, cable, telex or telefax. We will give this
notice no later than the fifteenth day prior to the day of the meeting. As
deemed necessary by the board of directors, the notice will include or be
accompanied by an agenda identifying the business to be considered at the
meeting or will state that the agenda will be available for shareholders and
other persons who are entitled to attend the general meeting, at our offices or
places of business.

     Each share is entitled to one vote. Unless otherwise required by our
Articles of Association or Dutch law, shareholders may validly adopt resolutions
at the general meeting by a majority vote. Except in circumstances specified in
the Articles of Association or provided under Dutch law, there is no quorum
requirement for the valid adoption of resolutions. In this report, references to
actions by the shareholders refer to actions taken by resolution.

     We are exempt from the proxy rules under the U.S. Securities Exchange Act
of 1934.

BOARD OF DIRECTORS; ADOPTION OF ANNUAL ACCOUNTS

     The shareholders elect the members of our board of directors at a general
meeting. The shareholders may also dismiss or suspend any member of the board of
directors at any time by the vote of a majority of the votes cast at a general
meeting.

     Our board of directors must prepare our annual accounts and make them
available to the shareholders for inspection at our offices within five months
after the end of our fiscal year. Under some special circumstances, Dutch law
permits an extension of this period for up to six additional months by approval
of the shareholders at a general meeting. During this period, including any
extension, the board of directors must submit the annual accounts to the
shareholders for adoption at a general meeting.

     Under Dutch law, the board of directors must consider in the performance of
its duties the interests of CNH, its shareholders and its employees, in all
cases with reasonableness and fairness.

     When our shareholders adopt the annual accounts prepared by the board of
directors, they may discharge the members of the board of directors from
potential liability with respect to the exercise of their duties during the
fiscal year covered by the accounts. This discharge may be given subject to such
reservations as the shareholders deem appropriate and is subject to a
reservation of liability required under Dutch law. Examples of reservations of
liability required by Dutch law include: (1) liability of members of management
boards and supervisory boards upon the bankruptcy of a company; and (2) general
principles of reasonableness and fairness. Under Dutch law, a discharge of
liability does not extend to matters not properly disclosed to shareholders. As
of the financial year 2002, the discharge of the board of directors must be a
separate item on the agenda of the general meeting and the members of the board
of directors are no longer automatically discharged by adoption of the annual
accounts.

LIQUIDATION RIGHTS

     In the event of our dissolution or liquidation, we will distribute the
assets remaining after payment of all debts, the liquidation of all expenses
first to the holders of preference shares, (i) any shortfall in any previous
year of the percentage as determined by the general meeting of the par value of
their preference shares and the share premium reserve of the preference shares,
(ii) the nominal value of their preference shares and (iii) the amount of the
share premium reserve of the preference shares. The amount which remains shall
be distributed to the holders of common shares proportionate on all common
shares and if only preference shares are issued, to the holders of preference
shares proportionate on all preference shares. On shares that CNH holds in
treasury, no liquidation payments shall be made and payment to the holders of
preference shares, when issued, the amount paid in on the preference shares and
unpaid dividends, to holders of our common shares in proportion to the par value
of common shares held. In the event of a liquidation, we will make no
distribution with respect to common shares that we hold.

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<PAGE>

ISSUE OF SHARES; PREFERENCE RIGHTS

     Our board of directors has the power to issue common shares and/or
preference shares if and to the extent that a general meeting of shareholders
has designated the board to act as the authorized body for this purpose. A
designation of authority to the board of directors to issue shares remains
effective for the period specified by the general meeting and may be up to five
years from the date of designation. A general meeting of shareholders may renew
this designation for additional periods of up to five years. Without this
designation, only the general meeting of shareholders has the power to authorize
the issuance of common shares. At a general meeting of shareholders in February
2002, the shareholders authorized our board of directors to issue shares and/or
rights to purchase shares for five years.

     Our shareholders have a ratable preference right to subscribe for common
shares that we issue for cash unless a general meeting of shareholders, or its
designee, limits or eliminates this right. In addition, the right of our
shareholders in the United States to subscribe for common shares pursuant to
this preference right may be limited under some circumstances to a right to
receive approximately the market value of the right, if any, in cash. Our
shareholders have no ratable preference subscription right with respect to
common shares issued for consideration other than cash. If a general meeting of
shareholders delegates its authority to the board of directors for this purpose,
then the board of directors will have the power to limit or eliminate the
preference rights of shareholders. In the absence of this designation, the
general meeting of shareholders will have the power to limit or eliminate these
rights. Such a proposal requires the approval of at least two-thirds of the
votes cast by shareholders at a general meeting if less than half of the issued
share capital is represented at the meeting. Designations of authority to the
board of directors may remain in effect for up to five years and may be renewed
for additional periods of up to five years. At our extraordinary general meeting
of shareholders on February 4, 2002, CNH shareholders authorized our board of
directors to limit or eliminate the preference rights of shareholders for five
years following the date of the meeting.

     These provisions apply equally to any issue by us of rights to subscribe
for common shares.

     Under Dutch law shareholders are not liable for further capital calls by
CNH.

REPURCHASES OF SHARES

     We may acquire common shares, subject to applicable provisions of Dutch law
and of our Articles of Association, to the extent:

     -  our shareholders' equity, less the amount to be paid for the common
        shares to be acquired, exceeds the sum of (1) our share capital account
        plus (2) any reserves required to be maintained by Dutch law; and

     -  after the acquisition of common shares, we and our subsidiaries would
        not hold, or hold as pledgees, common shares having an aggregate par
        value that exceeds 10% of our issued share capital account, as these
        amounts would be calculated under generally accepted accounting
        principles in The Netherlands.

     Our board of directors may repurchase common shares only if our
shareholders have authorized the repurchases. Under Dutch law, an authorization
to repurchase common shares will remain in effect for a maximum of 18 months.

REDUCTION OF SHARE CAPITAL

     At a general meeting of shareholders, our shareholders may vote to reduce
the issued share capital by canceling shares held by us or by reducing the par
value of our shares. In either case, this reduction would be subject to
applicable statutory provisions. Holders of at least two-thirds of the votes
cast must vote in favor of a resolution to reduce our issued share capital if
less than half of the issued share capital is present at the general meeting in
person or by proxy.

                                        94
<PAGE>

AMENDMENT OF THE ARTICLES OF ASSOCIATION

     A majority of the votes cast by holders of our common shares at a general
meeting must approve any resolution proposed by our board of directors to amend
the Articles of Association or to wind up CNH. Any such resolution proposed by
one or more shareholders must likewise be approved by a majority of the votes
cast at a general meeting of shareholders.

DISCLOSURE OF HOLDINGS

     Under Dutch law regarding the disclosure of holdings in listed companies,
if our common shares are admitted to official quotation or listing on Euronext
or on any other stock exchange in the European Union, registered holders and
some beneficial owners of our common shares and preference shares, when issued,
must promptly notify CNH and the Securities Board of The Netherlands if their
shareholding reaches, exceeds or thereafter falls below 5%, 10%, 25%, 50% or
66 2/3% of our outstanding common shares. For this purpose, shareholding
includes economic interests, voting rights or both. Failure to comply with this
requirement would constitute a criminal offense and could result in civil
sanctions, including the suspension of voting rights.

LIMITATIONS ON RIGHT TO HOLD OR VOTE SHARES

     Our Articles of Association and relevant provisions of Dutch law do not
currently impose any limitations on the right of holders of shares to hold or
vote their shares.

     C. MATERIAL CONTRACTS.

     Not applicable.

     D. EXCHANGE CONTROLS.

     Under existing laws of The Netherlands there are no exchange controls
applicable to the transfer to persons outside of The Netherlands of dividends or
other distributions with respect to, or of the proceeds from the sale of, shares
of a Dutch company.

     E. TAXATION.

UNITED STATES TAXATION

     The following is a discussion of the material U.S. federal income tax
consequences of the ownership and disposition of our common shares by a U.S.
Holder (as defined below). The discussion is based on the Internal Revenue Code
of 1986, as amended (the "Code"), its legislative history, existing and proposed
regulations, published rulings of the Internal Revenue Code ("IRS") and court
decisions as currently in effect. Such authorities are subject to change or
repeal, possibly on a retroactive basis.

     This discussion does not contain a full description of all tax
considerations that may be relevant to ownership of our common shares or a
decision to purchase such shares. In particular, the discussion is directed only
to U.S. Holders that will hold our common shares as capital assets and whose
functional currency is the U.S. dollar. Furthermore, the discussion does not
address the U.S. federal income tax treatment of holders that are subject to
special tax rules such as banks and other financial institutions, security
dealers, dealers in currencies, securities traders who elect to account for
their investment in shares on a mark-to-market basis, persons that hold shares
as a position in a straddle or conversion transaction, insurance companies,
tax-exempt entities and holders of ten percent or more of the voting shares of
CNH. The discussion also does not consider any state, local or non-U.S. tax
considerations and does not cover any aspect of U.S. federal tax law other than
income taxation.

     Prospective purchasers and of our common shares are advised to consult
their own tax advisors about the U.S., federal, state, local or other tax
consequences to them of the purchase, beneficial ownership and disposition of
our common shares.

                                        95
<PAGE>

     For purposes of this discussion, you are a "U.S. Holder" if you are a
beneficial owner of our common shares who is (i) an individual citizen or
resident of the United States for U.S. federal income tax purposes, (ii) a
corporation created or organized under the laws of the United States or a state
thereof, (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or (iv) a trust subject to primary
supervision of a U.S. court and the control of one or more U.S. persons.

     Taxation of Dividends

     The gross amount of cash dividends paid by us in respect of our common
shares (including amounts withheld in respect of Dutch taxes) will be included
in the gross income of a U.S. Holder as ordinary income on the day on which the
dividends are actually or constructively received by the U.S. Holder, and will
not be eligible for the dividends-received deduction generally allowed to U.S.
corporations in respect of dividends received from other U.S. corporations. For
this purpose, a "dividend" will include any distribution paid by us with respect
to our common shares but only to the extent such distribution is not in excess
of our current and accumulated earnings and profits, as determined under U.S.
federal income tax principles.

     Subject to applicable limitations under the Code and the Treasury
regulations and subject to the discussion below, any Dutch withholding tax
imposed on dividends in respect of our common shares will be treated as a
foreign income tax eligible for credit against a U.S. Holder's U.S. federal
income tax liability (or, at a U.S. Holder's election, may be deducted in
computing taxable income). Such dividends will constitute foreign-source
"passive income" or, possibly, "financial services income," for U.S. foreign tax
credit purposes. Under the Code, foreign tax credits will not be allowed for
withholding taxes imposed in respect of certain short-term or hedged positions
in securities. Further, the Internal Revenue Service has announced that future
regulations could disallow foreign tax credits (including on a retroactive
basis) in respect of arrangements in which a U.S. Holder's reasonably expected
economic profit, after non-U.S. taxes, is insubstantial compared to the value of
the expected foreign tax credits. No such regulations have been issued to date.
The rules regarding U.S. foreign tax credits are very complex. U.S. Holders
should consult their own tax advisors concerning the implications of U.S.
foreign tax credit rules in light of their particular circumstances.

     We generally will fund dividend distributions on our common shares with
dividends received from our non-Dutch subsidiaries. Assuming that the necessary
conditions and requirements are met under Dutch law, we may be entitled to a
reduction in the amount in respect of Dutch withholding taxes payable to the
Dutch tax authorities, which reduction would equal 3% of the amount of Dutch
withholding tax withheld by us in respect of dividends distributed by us to our
shareholders. There is a risk that such a reduction may constitute a partial
subsidy in respect of the Dutch withholding tax payable on our dividends and,
thus, that a U.S. Holder would not be entitled to a foreign tax credit with
respect to the amount of the reduction so allowed to us.

     Taxation of Capital Gains

     Upon a sale or other taxable disposition of our common shares, a U.S.
Holder will recognize gain or loss equal to the difference between the amount
realized in the sale or other taxable disposition and the tax basis of the
common shares. Such gain or loss will be capital gain or loss and will be a
long-term capital gain or loss if the shares were held for more than one year.
Non-corporate U.S. Holders (including individuals) can qualify for preferential
rates of U.S. federal income taxation in respect of long-term capital gains. The
deduction of capital losses is subject to limitations under the Code. Gain
realized by a U.S. Holder on a sale or other disposition of our common shares
generally will be treated as U.S.-source income for U.S. foreign tax credit
purposes.

     Backup Withholding Tax

     Information reporting requirements will apply to U.S. Holders other than
certain exempt recipients (such as corporations) with respect to (i)
distributions made on our common shares and proceeds received on disposition of
such shares paid within the United States, and (ii) proceeds received on a
disposition of such

                                        96
<PAGE>

shares that is effected at a United States office of a broker. Furthermore, a
30% (to be reduced to 29% for years 2004 and 2005, and 28% for 2006 and
thereafter) backup withholding tax may apply to such amounts if the U.S. Holder
fails to provide an accurate taxpayer identification number or to report
interest and dividends required to be shown on its U.S. federal income tax
returns or otherwise fails to comply with or establish an exemption from such
backup withholding tax. The amount of backup withholding imposed on a payment to
a U.S. Holder may be refunded by the IRS or allowed as a credit against the U.S.
federal income tax of the U.S. Holder provided that the required information is
properly furnished to the IRS.

NETHERLANDS TAXATION

     This taxation summary solely addresses the material Dutch tax consequences
of the acquisition and the ownership and disposition of CNH shares. It is a
general summary that only applies to Non-Resident holder of shares (as defined
below) and it does not discuss every aspect of taxation that may be relevant to
a particular holder of shares under special circumstances or who is subject to
special treatment under applicable law. This summary also assumes that CNH is
organized, and its business will be conducted, in the manner outlined in this
report. Changes in the organizational structure or the manner in which CNH
conducts its business may invalidate this summary.

     Unless stated otherwise, this summary is based on the tax laws of The
Netherlands as they are in force and in effect on the date of this report. These
laws could change and a change could be effective retroactively. This summary
will not be updated to reflect changes in laws and if such change occurs the
information in this summary could become invalid.

     Any potential investor should consult his own tax advisor for more
information about the tax consequences of acquiring, owning and disposing of
shares in particular circumstances.

     We have not addressed every potential tax consequence of an investment in
shares under the laws of The Netherlands.

DUTCH TAXATION OF NON-RESIDENT HOLDERS OF SHARES

     General

     The summary of the Dutch taxes set out in this section "-- Dutch Taxation
of Non-Resident Holders of Shares" only applies to a holder of shares who is a
Non-Resident holder of shares.

     A holder of shares is a Non-Resident holder of shares if:

     -  he is neither resident, nor deemed to be resident, in The Netherlands
        for purposes of Dutch taxation and, in the case of an individual, has
        not elected to be treated as a resident of The Netherlands for Dutch
        income tax purposes; and

     -  in the case of an individual, he neither is nor has been, nor is deemed
        to be nor has been deemed to be, an employee of CNH nor of any entity
        related to CNH; and

     -  his shares do not form part, and are not deemed to form part, of a
        substantial interest (aanmerkelijk belang) in CNH, unless such interest
        forms part of the assets of an enterprise.

     If a person holds an interest in CNH, such interest forms part or is deemed
to form part of a substantial interest in CNH if any one or more of the
following circumstances is present.

          1. Such person alone or, in case such person is an individual,
     together with his partner has, directly or indirectly, the ownership of,
     shares of CNH representing 5% or more of the total issued and outstanding
     capital (or the issued and outstanding capital of any class of shares) of
     CNH, or rights to acquire, directly or indirectly, shares, whether or not
     already issued, that represent at any time 5% or more of the total issued
     and outstanding capital (or the issued and outstanding capital of any class
     of shares) of CNH or the ownership of profit participating certificates
     (winstbewijzen) that relate to 5% or more of the annual profit of CNH or to
     5% or more of the liquidation proceeds of CNH.

                                        97
<PAGE>

          2. Such person's partner or any of the relatives by blood or by
     marriage in the direct line (including foster children) of this person or
     of his partner has a substantial interest in CNH.

          3. Such person's shares, profit participating certificates or rights
     to acquire shares or profit participating certificates in CNH have been
     acquired by such person or are deemed to have been acquired by such person
     under a non-recognition provision.

     For purposes of the above, a person who is only entitled to the benefits
from shares or profit participating certificates (for instance a holder of a
right of usufruct) is deemed to be a holder of shares or profit participating
certificates, as the case may be, and his entitlement to benefits is considered
a share or a profit participating certificate, as the case may be.

     Taxes on Income and Capital Gains

     A Non-Resident holder of shares will not be subject to any Dutch taxes on
income or capital gains in respect of dividends distributed by CNH (other than
the dividend withholding tax described below) or in respect of any gain realized
on the disposal of shares, unless:

          i. he derives profits from an enterprise, whether as an entrepreneur
     or pursuant to a co-entitlement to the net worth of an enterprise, other
     than as an entrepreneur or a shareholder, which enterprise is either
     managed in The Netherlands or, in whole or in part, carried on through a
     permanent establishment or a permanent representative in The Netherlands
     and his shares are attributable to that enterprise; or

          ii. (in the case of an individual) he derives benefits from shares
     that are taxable as benefits from miscellaneous activities in The
     Netherlands (resultaat uit overige werkzaamheden in Nederland).

     The concept "dividends distributed by CNH" as used in this section
includes, but is not limited to, the following:

     -  distributions in cash or in kind, deemed and constructive distributions
        (including, as a rule, consideration for the repurchase of shares by CNH
        (other than a repurchase as a temporary investment) in excess of the
        average capital recognized as paid-in for Dutch dividend withholding tax
        purposes), and repayments of capital not recognized as paid-in for Dutch
        dividend withholding tax purposes;

     -  liquidation proceeds and proceeds of redemption of CNH shares in excess
        of the average capital recognized as paid-in for Dutch dividend
        withholding tax purposes;

     -  the par value of shares issued by CNH to a holder of shares or an
        increase of the par value of shares, as the case may be, to the extent
        that it does not appear that a contribution, recognized for Dutch
        dividend withholding tax purposes, has been made or will be made; and

     -  partial repayment of capital, recognized as paid-in for Dutch dividend
        withholding tax purposes, if and to the extent that there are net
        profits (zuivere winst), unless (a) the general meeting of shareholders
        of CNH has resolved in advance to make such repayment and (b) the par
        value of the shares concerned has been reduced by an equal amount by way
        of an amendment to the articles of association of CNH.

     A Non-Resident holder of shares may, inter alia, derive benefits from CNH
shares that are taxable as benefits from miscellaneous activities in The
Netherlands in the following circumstances:

     -  if his investment activities go beyond the activities of an active
        portfolio investor, for instance in case of the use of insider knowledge
        (voorkennis) or comparable forms of special knowledge; or

     -  if he makes CNH shares available or is deemed to make CNH shares
        available, legally or in fact, directly or indirectly, to a connected
        party (verbonden persoon) as described in articles 3.91 and 3.92 of the
        Dutch Income Tax Act 2001;

     if such activities are performed or deemed to be performed in The
Netherlands.
                                        98
<PAGE>

     Dividend Withholding Tax

     Dividends distributed by CNH to a Non-Resident holder of shares are subject
to a withholding tax imposed by The Netherlands at a statutory rate of 25%. See
"-- Taxes on Income and Capital Gains" for a description of the concept
"dividends distributed by CNH".

     If a double tax treaty is in effect between The Netherlands and the country
of residence of a Non-Resident holder of shares, such holder may be eligible for
a full or partial relief from the Dutch dividend withholding tax provided that
such relief is duly claimed. Legislation is in force, but not effective,
pursuant to which a credit for Dutch dividend withholding tax will for Dutch
domestic tax purposes only be available to the beneficial owner (uiteindelijk
gerechtigde) of dividends distributed by CNH. A new legislative proposal that
deals with the beneficial ownership of dividends has passed the Second Chamber
of Parliament on November 15, 2001. The intention is that this new legislation
will take effect retroactively to April 27, 2001. The legislation that is in
force, but not effective, will then be abrogated. The Dutch tax authorities have
taken the position that the beneficial ownership test can also be applied to
deny relief from Dutch dividend withholding tax under double tax treaties and
the Tax Arrangement for the Kingdom.

     If a Non-Resident holder of shares is resident in The Netherlands Antilles
or Aruba or in a member state of the EU or in a country that has concluded a
double tax treaty with The Netherlands, CNH is not required to withhold Dutch
dividend withholding tax from a dividend distributed by CNH to such holder of
shares to the extent that the temporary special distribution tax, discussed
below in the section "-- Distribution Tax" applies to the distribution.

     Under the convention of December 18, 1992, between the Kingdom of The
Netherlands and the United States of America for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income
(the "U.S./NL Income Tax Treaty"), the Dutch dividend withholding tax rate on
dividends paid by CNH on shares held by a Non-Resident holder of shares who is
resident in the United States and who is entitled to the benefits of the U.S./NL
Income Tax Treaty will generally be reduced to 15%. The U.S./NL Income Tax
Treaty provides for a complete exemption for dividends received by exempt
pension trusts and exempt organizations, as defined therein. Except in the case
of exempt organizations, the reduced dividend withholding tax rate under the
U.S./NL Income Tax Treaty may be available at source, upon payment of a dividend
in respect of such shares, provided that the holder thereof or, if applicable,
the paying agent, has supplied CNH with the appropriate Dutch tax forms in
accordance with the Dutch implementation regulations under the U.S./NL Income
Tax Treaty. If such forms are not duly and timely supplied, CNH will be required
to withhold the dividend withholding tax at the Dutch statutory rate of 25%. In
such case, a Non-Resident holder of shares who is resident in the United States
and who is entitled to the benefits of the U.S./NL Income Tax Treaty may obtain
a refund of the difference between the amount withheld and the amount that The
Netherlands was entitled to levy in accordance with the U.S./NL Income Tax
Treaty by filing the appropriate forms with the Dutch tax authorities within the
term set therefor.

     Reduction.  If CNH has received a profit distribution from a foreign
entity, or a repatriation of foreign branch profit, that is exempt from Dutch
corporate income tax and that has been subject to a foreign withholding tax of
at least 5%, CNH may be entitled to a reduction of the amount of Dutch dividend
withholding tax withheld that must be paid over to the Dutch tax authorities in
respect of dividends distributed by CNH.

     Non-Resident holders of shares are urged to consult their tax advisors
regarding the general creditability or deductibility of Dutch dividend
withholding tax and, in particular, the impact on such investors of CNH's
potential ability to receive a reduction as meant in the previous paragraph.

                                        99
<PAGE>

     Gift and Inheritance Taxes

     A person who acquires shares as a gift (in form or in substance), or who
acquires or is deemed to acquire shares on the death of an individual, will not
be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be,
unless:

     -  the donor or the deceased is resident or deemed to be resident in The
        Netherlands for purposes of gift or inheritance tax (as the case may
        be); or

     -  the shares are or were attributable to an enterprise or part of an
        enterprise that the donor or the deceased carried on through a permanent
        establishment or a permanent representative in The Netherlands at the
        time of the gift or of the death of the deceased; or

     -  the donor makes a gift of shares, then becomes a resident or deemed
        resident of The Netherlands, and dies as a resident or deemed resident
        of The Netherlands within 180 days after the date of the gift.

     If the donor or the deceased is an individual who holds Dutch nationality,
he will be deemed to be resident in The Netherlands for purposes of Dutch gift
and inheritance taxes if he has been resident in The Netherlands at any time
during the ten years preceding the date of the gift or his death. If the donor
is an individual who does not hold Dutch nationality, or an entity, he or it
will be deemed to be resident in The Netherlands for purposes of Dutch gift tax
if he or it has been resident in The Netherlands at any time during the twelve
months preceding the date of the gift.

     Furthermore, in exceptional circumstances, the donor or the deceased will
be deemed to be resident in The Netherlands for purposes of Dutch gift and
inheritance taxes if the beneficiary of the gift, or all beneficiaries under the
estate jointly, as the case may be, make an election to that effect.

     Distribution Tax

     CNH is subject to a temporary special distribution tax at a rate of 20% to
the extent that dividends distributed by CNH during the period from January 1,
2001 up to and including December 31, 2005 are classified as "excessive." For
purposes of this distribution tax, dividends distributed by CNH are considered
to be "excessive" to the extent that, during a particular calendar year, the
total thereof exceeds the highest of the following three amounts:

     -  4% of the market capitalization of CNH at the beginning of the relevant
        calendar year;

     -  twice the amount of the average annual dividends (exclusive of
        extraordinary distributions) distributed in the three calendar years
        immediately preceding January 1, 2001; and

     -  CNH's consolidated commercial results for the preceding book year,
        subject to certain adjustments.

     See "-- Dutch Taxation of Non-Resident Holders of Shares -- Taxes on Income
and Capital Gains" for a description of the concept "dividends distributed by
CNH."

     The special distribution tax will not be due if and to the extent the
aggregate of dividends distributed by CNH during the period from January 1, 2001
up to and including December 31, 2005 exceeds the fair market value of the
assets at the end of the book year ending on December 31, 2000, net of
liabilities and provisions and reduced by the paid-in capital. The special
distribution tax will be reduced in proportion to the percentage of the shares
that were held, at the time of the "excessive" distribution, during an
uninterrupted period of three years, by individuals or entities (other than
investment institutions (beleggingsinstellingen) as defined in the Dutch
Corporate Income Tax Act 1969) holding at least 5% of the nominal paid-in
capital, provided such shareholders are resident in The Netherlands, The
Netherlands Antilles or Aruba, or in a member state of the EU, or in a country
that has concluded a double tax treaty with The Netherlands. In that connection,
shares that were held on September 14, 1999 are deemed to have been held on that
date during an uninterrupted period of three years. The special distribution tax
is not a withholding tax; it is imposed directly on CNH. Therefore, if it is
reduced because certain shareholders own at least 5% of the nominal paid-in
capital, CNH

                                       100
<PAGE>

will receive the benefit of the reduction and it will inure indirectly not only
to the shareholders whose shareholdings caused the reduction to apply.

     Capital Tax

     CNH is subject to Netherlands capital tax at a rate of 0.55% on any
contribution received in respect of shares.

     Other Taxes and Duties

     No Dutch registration tax, transfer tax, stamp duty or any other similar
documentary tax or duty will be payable in The Netherlands in respect of or in
connection with the subscription, issue, placement, allotment or delivery of CNH
shares.

     F. DIVIDENDS AND PAYING AGENTS.

     Not applicable.

     G. STATEMENT OF EXPERTS.

     Not applicable.

     H. DOCUMENTS ON DISPLAY.

     CNH files reports, including annual reports on Form 20-F, periodic reports
on Form 6-K and other information with the Securities and Exchange Commission
pursuant to the rules and regulations of the SEC that apply to foreign private
issuers. These may be read and copied at the Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20459. To obtain information on the operation of
the Public Reference Room, the telephone number is 1-800-SEC-0330. Any SEC
materials may also be read and copied at the SEC regional offices temporarily
located at 233 Broadway, New York, New York 10279 and at Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60662.

     I. SUBSIDIARY INFORMATION.

     Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in both foreign currency
exchange rates and interest rates. We monitor our exposure to these risks, and
manage the underlying economic exposures through the use of financial
instruments such as forward contracts, currency options, interest rate swaps,
interest rate caps and forward starting swaps. We do not hold or issue
derivative or other financial instruments for speculative or trading purposes.

     Foreign Currency Risk Management

     We have significant international manufacturing operations. Foreign
exchange risk exists to the extent that we have payment obligations or receipts
denominated in currencies other than the functional currency of the various
manufacturing operations. To manage these exposures, we identify naturally
offsetting positions and then purchase hedging instruments to protect the
remaining net anticipated exposures. In addition, we hedge the anticipated
repayment of intercompany loans to foreign subsidiaries denominated in foreign
currencies. For further information on our foreign exchange rate risk
management, see Note 15, "Financial Instruments," to the Consolidated Financial
Statements.

     We manufacture products and purchase raw materials from many locations
around the world. Our cost base is diversified over a number of European,
Asia-Pacific, and Latin American currencies, as well as the

                                       101
<PAGE>

U.S. Dollar. The diversified cost base counterbalances some of the cash flow and
earnings impact of non-U.S. Dollar revenues and minimizes the effect of foreign
exchange rate movements on consolidated earnings. Due to periodic mismatches in
cash inflows and outflows, currencies that may have a possible impact on
earnings are the Euro, British Pound, Canadian Dollar, Australian Dollar,
Brazilian Real and Japanese Yen. The primary currencies for cash outflows were
the British Pound, Japanese Yen and Euro. The primary currencies for cash
inflows were the Canadian Dollar and Australian Dollar.

     We regularly monitor our currency exchange rate exposure, execute
policy-defined hedging strategies and review the ongoing effectiveness of such
strategies. Foreign exchange forward contracts and option contracts are utilized
for recognized receivables and payables and firmly committed or anticipated cash
inflows and outflows. The use of these derivative instruments allows us to
reduce our overall exposure to exchange rate movements, since the gains and
losses on these contracts substantially offset losses and gains on the
underlying assets, liabilities and cash flows being hedged.

     For the purposes of assessing specific risks, we perform a sensitivity
analysis to determine the effects that market risk exposures may have on the
fair value of (a) all foreign exchange forward and option contracts, (b) all
foreign currency denominated debt and (c) all foreign exposures for the U.S.
dollar denominated financial assets and liabilities for CNH's Latin American
subsidiaries. The sensitivity analysis excludes the value of other foreign
currency denominated receivables and payables because of their short-term
maturities. Further, this calculation does not include anticipated foreign
currency cash flows related to the underlying business transactions. The
sensitivity analysis computes the impact on the fair value on the above
exposures due to a hypothetical 10% change in the foreign currency exchange
rates, assuming no change in interest rates. The net potential loss would be
approximately $39 million and $16 million at December 31, 2001 and 2000,
respectively.

     Our management believes that 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. The sensitivity model assumes an
adverse shift in all foreign currency exchange spot and forward rates. As
consistently and simultaneously unfavorable movements in all relevant exchange
rates are unlikely, this assumption may overstate the impact of exchange rate
fluctuations on such financial instruments. The fair market valuation and
sensitivity analysis of option contracts are provided by a third party based on
our request to compute the fair value change of a 10% movement in the foreign
exchange rate in which the contracts are based. We do not have a model to value
such contracts as their use is limited and the value is not significant to our
financial position.

     We also have investments in Europe, Canada, Latin America and Asia which
are subject to foreign currency risk. These currency fluctuations for those
countries not under inflation accounting result in non-cash gains and losses
that do not impact net income, but instead are recorded as "Accumulated other
comprehensive income" in our consolidated balance sheet. At December 31, 2001,
we performed a sensitivity analysis on our investment in significant foreign
operations that have foreign currency exchange risk. We calculated that the fair
value impact would be $209 million and $219 million at December 31, 2001 and
2000, respectively, as a result of a hypothetical 10% change in foreign currency
exchange rates, assuming no change in interest rates. We do not hedge our net
investment in non-U.S. entities because those investments are viewed as
long-term in nature. We have limited investments in subsidiaries in highly
inflationary economies. The change in fair value of these investments can have
an impact on our consolidated statements of income. In particular, the
devaluation of the Turkish Lira in 2001 impacted our net income by $20 million
due to the change in net investment of our joint venture operations in Turkey.

     In addition to the foreign exchange risks identified, we recognize that we
may be subject to foreign exchange translation risk. This risk may arise when
translating net income of our foreign operations into U.S. Dollars. Depending on
movements in foreign exchange rates, this may have an adverse impact on our
Consolidated Financial Statements. Earnings exposures to the major currencies
include the Euro, British Pound, Canadian Dollar and Australian Dollar.
Exposures to other currencies include the Brazilian Real, Argentine Peso,
Mexican Peso, Danish Krone, Indian Rupee, and Chinese Renminbi. In reviewing
historical

                                       102
<PAGE>

trends in currency exchange rates, adverse changes of 20% have been experienced
in the past and could be experienced in the future. Certain currencies, such as
the Mexican Peso, Brazilian Real, and Argentine Peso have experienced short-term
movements ranging from 30% to 90% due to the devaluation of its respective
currency.

     As the expected future net income from our operations are dependent on
multiple factors and foreign currency rates in these countries would not be
expected to move in an equal and simultaneous fashion, we have not performed a
sensitivity analysis related to this potential exposure. This potential exposure
has resulted in net income impacts to us of $10 million in 2001 and $30 million
in 2000. We do not hedge the potential impact of foreign currency translation
risk on net income from our foreign operations in our normal course of business
operations as net income of our operations are not typically remitted to the
United States on an ongoing basis.

     Interest Rate Risk Management

     We are exposed to market risk from changes in interest rates. We monitor
our exposure to this risk and manage the underlying exposure both through the
matching of financial assets and liabilities and through the use of financial
instruments, including swaps, caps, and forward starting swaps, for the net
exposure. These instruments aim to stabilize funding costs by managing the
exposure created by the differing maturities and interest rate structures of our
financial assets and liabilities. We do not hold or issue derivative or other
financial instruments for speculative or trading purposes. For further
information on our interest rate risk management, see Note 15, "Financial
Instruments," to the Consolidated Financial Statements.

     We use a model to monitor interest rate risk and to achieve a predetermined
level of matching between the interest rate structure of our financial assets
and liabilities. Fixed-rate financial instruments, including receivables, debt,
ABS certificates and other investments, are segregated from floating-rate
instruments in evaluating the potential impact of changes in applicable interest
rates. The potential change in fair market value of financial instruments
including derivative instruments held at December 31, 2001 and 2000, resulting
from a hypothetical, instantaneous 10% change in the interest rate applicable to
such financial instruments would be approximately $33 million and $31 million,
respectively, based on the discounted values of their related cash flows.

     We use discounted cash flow models to perform the sensitivity analysis on
fixed-rate financial instruments. Cash flows for financing receivables are
discounted at the current prevailing rate for each receivable portfolio. Cash
flows for borrowings are discounted at the treasury yield curve. Cash flows for
interest rate swaps are projected and discounted using forward rates from the
industry standard swap yield curve. ABS certificates and other investments are
discounted at the current prevailing market interest rate for each separate
investment portfolio. Our sensitivity analysis on financial receivables and debt
obligations excludes variable rate instruments because the changes in market
interest rates would not significantly affect the fair value of such
instruments.

     The above sensitivity analyses are based on the assumption of a 10%
movement of the interest rates used to discount each homogeneous category of
financial assets and liabilities. A homogeneous category is defined according to
the currency in which financial assets and liabilities are denominated and the
applicable interest rate index. As a result, our inherent rate risk sensitivity
model may overstate the impact of interest rate fluctuations for such financial
instruments, as consistently unfavorable movements of all interest rates are
unlikely.

     Commodity Price Risk Management

     Commodity prices impact our Equipment Operations' sales and Financial
Services' originations. Commodity risk is managed through geographic and
enterprise diversification. It is not possible to determine the impact of
commodity prices on earnings, cash flows or fair values of the Financial
Services' portfolio.

                                       103
<PAGE>

     Changes in Market Risk Exposure as Compared to 2000

     Our exposures and strategy for managing our exposures to interest rate,
foreign currency and commodity price risk have not changed significantly from
2000.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         Not applicable.

                                    PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

         On February 4, 2002, our shareholders adopted amendments to the
Company's Articles of Association at an extraordinary general meeting, including
an increase in our authorized share capital to E450 million, comprising 700
million common shares and 300 million preference shares. In addition, the
shareholders have authorized the board of directors to resolve on any future
issuances of shares for a period of five years. On February 14, 2002, the Dutch
Ministry accepted the amendments and they became effective on that date.

ITEM 15. [RESERVED]

ITEM 16. [RESERVED]

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

         We have responded to Item 18 in lieu of responding to this item.

ITEM 18. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS:

                        CNH GLOBAL N.V. AND SUBSIDIARIES

<Table>
<Caption>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Reports of independent public accountants...................    F-2
Consolidated statements of operations for the years ended
  December 31, 2001, 2000 and 1999..........................    F-5
Consolidated balance sheets as of December 31, 2001 and
  2000......................................................    F-6
Consolidated statements of cash flows for the years ended
  December 31, 2001, 2000 and 1999..........................    F-7
Consolidated statements of changes in shareholders' equity
  for the years ended December 31, 2001, 2000 and 1999......    F-8
Notes to consolidated financial statements..................    F-9
</Table>

ITEM 19. EXHIBITS

         A list of exhibits included as part of this annual report on Form 20-F
is set forth in the Index to Exhibits that immediately precedes such exhibits,
which is incorporated herein by reference.

                                       104
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

                        CNH GLOBAL N.V. AND SUBSIDIARIES

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Reports of independent public accountants...................  F-2
Consolidated statements of operations for the years ended
  December 31, 2001, 2000 and 1999..........................  F-5
Consolidated balance sheets as of December 31, 2001 and
  2000......................................................  F-6
Consolidated statements of cash flows for the years ended
  December 31, 2001, 2000 and 1999..........................  F-7
Consolidated statements of changes in shareholders' equity
  for the years ended December 31, 2001, 2000 and 1999......  F-8
Notes to consolidated financial statements..................  F-9
</Table>

                                       F-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.:

     We have audited the accompanying consolidated balance sheets of CNH Global
N.V. (a Netherlands Corporation) and its subsidiaries as of December 31, 2001
and 2000, and the related statements of operations, cash flows, and changes in
shareholders' equity for the years then ended. These consolidated financial
statements and the supplemental financial statements referred to below are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and the supplemental
financial statements based on our audits. The financial statements of CNH Global
N.V. for the year ended December 31, 1999, were audited by other auditors whose
report dated February 1, 2000, expressed an unqualified opinion on those
statements.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CNH Global
N.V. and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

     Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental financial
statements of Equipment Operations and Financial Services are presented for the
purposes of additional analysis and are not a required part of the basic
consolidated financial statements. This information has been subjected to the
auditing procedures applied in our audits of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
February 7, 2002

                                       F-2
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.

     We have audited the accompanying consolidated balance sheets of CNH Global
N.V. (formerly New Holland N.V.) and its subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of income, of cash flows and
of changes in shareholders' equity for each of the three years in the period
ended December 31, 1999, all expressed in U.S. Dollars. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of the Company's wholly
owned subsidiary, Case Corporation, which was acquired on November 12, 1999,
which statements reflect total assets of U.S. $11,613 million at December 31,
1999, and net sales and revenues of U.S. $684 million for the period from date
of acquisition through December 31, 1999. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion expressed
herein, insofar as it relates to the amounts included for Case Corporation, is
based solely on the report of the other auditors.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CNH Global
N.V. and its subsidiaries as of December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles in the United States.

     Our audits, and the audit of the other auditors, were made for the purpose
of forming an opinion on the consolidated financial statements taken as a whole.
The supplemental financial information for the financial position and results of
operations of the Equipment Operations and Financial Services businesses of CNH
Global N.V. is presented for purposes of additional analysis and is not a
required part of the basic consolidated financial statements. This information
has been subjected to the auditing procedures applied in our audits of the
consolidated financial statements and, in our opinion, based on our audits and
the report of the other auditors, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          PRICEWATERHOUSECOOPERS N.V.

Amsterdam, The Netherlands
February 1, 2000

                                       F-3
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.

     We have audited the consolidated balance sheet of Case Corporation (a
Delaware Corporation and wholly owned subsidiary of CNH Global N.V.) and
subsidiaries as of December 31, 1999 and the related statements of operations,
shareholders' investment and cash flows for the period November 12, 1999 to
December 31, 1999. These consolidated financial statements and the supplemental
financial statements referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and the supplemental financial statements based on our
audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Case
Corporation and subsidiaries as of December 31, 1999 and the results of their
operations and their cash flows for the period November 12, 1999 to December 31,
1999, in conformity with accounting principles generally accepted in the United
States.

     Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental financial
statements of Equipment Operations and Financial Services are presented for
purposes of additional analysis and are not a required part of the basic
consolidated financial statements. This information has been subjected to the
auditing procedures applied in our audit of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
January 24, 2000

                                       F-4
<PAGE>

                                CNH GLOBAL N.V.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                         CONSOLIDATED            EQUIPMENT OPERATIONS     FINANCIAL SERVICES
                                  --------------------------   ------------------------   ------------------
                                   2001      2000      1999     2001     2000     1999    2001   2000   1999
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                             (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)
<S>                               <C>       <C>       <C>      <C>      <C>      <C>      <C>    <C>    <C>
REVENUES:
  Net sales.....................  $ 9,030   $ 9,337   $5,949   $9,030   $9,337   $5,949   $ --   $ --   $ --
  Finance and interest income...      685       704      324      149       68       17    739    799    412
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                    9,715    10,041    6,273    9,179    9,405    5,966    739    799    412
COSTS AND EXPENSES:
  Cost of goods sold............    7,586     7,820    4,884    7,586    7,820    4,884     --     --     --
  Selling, general and
    administrative..............    1,224     1,277      726      915    1,007      657    314    274     69
  Research, development and
    engineering.................      306       338      196      306      338      196     --     --     --
  Restructuring and other merger
    related costs...............      104       157       19       97      157       19      7     --     --
  Interest expense -- Fiat
    affiliates..................      358       291       79      308      257       47     50     34     32
  Interest expense -- other.....      368       502      187      277      285      107    289    376    185
  Other, net....................      193       186      (16)     112      100      (29)    81     86     13
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                   10,139    10,571    6,075    9,601    9,964    5,881    741    770    299
EQUITY IN INCOME (LOSS) OF
  UNCONSOLIDATED SUBSIDIARIES
  AND AFFILIATES:
  Financial Services............        6         2       --        4       26       72      6      2     --
  Equipment Operations..........      (14)        4        9      (14)       4        9     --     --     --
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
Income (loss) before taxes and
  minority interest.............     (432)     (524)     207     (432)    (529)     166      4     31    113
Income tax provision
  (benefit).....................     (105)     (153)      55     (105)    (159)      14     --      6     41
Minority interest...............        5        10        4        5       11        4     --     (1)    --
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
Net income (loss)...............  $  (332)  $  (381)  $  148   $ (332)  $ (381)  $  148   $  4   $ 26   $ 72
                                  =======   =======   ======   ======   ======   ======   ====   ====   ====
PER SHARE DATA:
Basic earnings (loss) per
  share.........................  $ (1.20)  $ (1.79)  $ 0.99
                                  =======   =======   ======
Diluted earnings (loss) per
  share.........................  $ (1.20)  $ (1.79)  $ 0.97
                                  =======   =======   ======
</Table>

   The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
    notes to consolidated financial statements are an integral part of these
                           Statements of Operations.
                                       F-5
<PAGE>

                                CNH GLOBAL N.V.

                          CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2000
                  (IN MILLIONS OF DOLLARS, EXCEPT SHARE DATA)

<Table>
<Caption>
                                                                                      EQUIPMENT          FINANCIAL
                                                                CONSOLIDATED         OPERATIONS          SERVICES
                                                              -----------------   -----------------   ---------------
                                                               2001      2000      2001      2000      2001     2000
                                                              -------   -------   -------   -------   ------   ------
<S>                                                           <C>       <C>       <C>       <C>       <C>      <C>
                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $   663   $   886   $   378   $   593   $  285   $  293
  Accounts and notes receivable.............................    4,010     3,637     1,790     1,591    2,466    2,152
  Intersegment notes receivable.............................       --        --       524       576      344      195
  Inventories...............................................    2,204     2,374     2,204     2,374       --       --
  Deferred income taxes.....................................      454       436       333       398      121       38
  Prepayments and other.....................................      100       242        97        79        3      219
                                                              -------   -------   -------   -------   ------   ------
    TOTAL CURRENT ASSETS....................................    7,431     7,575     5,326     5,611    3,219    2,897
                                                              -------   -------   -------   -------   ------   ------
Long-Term Receivables.......................................    2,150     2,513       203       224    1,947    2,275
Intersegment Long-Term Notes Receivable.....................       --        --     1,112        14       --       --
Property, Plant and Equipment, net..........................    1,354     1,474     1,333     1,455       21       19
OTHER ASSETS:
  Investments in unconsolidated subsidiaries and
    affiliates..............................................      266       282       235       258       31       24
  Investment in Financial Services..........................       --        --     1,147     1,122       --       --
  Equipment on operating leases, net........................      612       643        --        --      612      643
  Goodwill and intangibles..................................    3,647     3,817     3,508     3,669      139      148
  Other.....................................................    1,752     1,273     1,369       884      383      394
                                                              -------   -------   -------   -------   ------   ------
    TOTAL OTHER ASSETS......................................    6,277     6,015     6,259     5,933    1,165    1,209
                                                              -------   -------   -------   -------   ------   ------
    TOTAL...................................................  $17,212   $17,577   $14,233   $13,237   $6,352   $6,400
                                                              =======   =======   =======   =======   ======   ======
            LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt -- Fiat affiliates...  $   732   $   155   $   617   $    88   $  113   $  243
  Current maturities of long-term debt -- other.............      329     1,494        20        36      311    1,282
  Short-term debt -- Fiat affiliates........................    1,847     2,043     1,373     1,568      474      475
  Short-term debt -- other..................................    1,370     2,143       670       961      700    1,182
  Intersegment short-term debt..............................       --        --       344       195      524      576
  Accounts payable..........................................    1,217     1,256     1,287     1,221      166       97
  Restructuring liability...................................       74       251        67       250        7        1
  Other accrued liabilities.................................    1,784     1,868     1,650     1,694      144      264
                                                              -------   -------   -------   -------   ------   ------
    TOTAL CURRENT LIABILITIES...............................    7,353     9,210     6,028     6,013    2,439    4,120
                                                              -------   -------   -------   -------   ------   ------
Long-Term Debt -- Fiat Affiliates...........................    3,311     2,230     3,002     2,045      309      185
Long-Term Debt -- Other.....................................    2,274     1,660     1,217       897    1,057      763
Intersegment Long-Term Debt.................................       --        --        --        --    1,112       14
OTHER LIABILITIES:
  Pension, postretirement and postemployment benefits.......    1,173       973     1,163       961       10       13
  Other.....................................................    1,120       916       843       734      277      182
                                                              -------   -------   -------   -------   ------   ------
    TOTAL OTHER LIABILITIES.................................    2,293     1,889     2,006     1,695      287      195
                                                              -------   -------   -------   -------   ------   ------
Commitments and Contingencies (Note 18)
Minority Interest...........................................       72        74        71        73        1        1
SHAREHOLDERS' EQUITY:
  Common Shares, E0.45 par value; authorized 444,444,460
    shares, issued 277,683,830 shares in 2001 and 2000......      143       143       143       143       37       37
  Paid-in capital...........................................    2,995     2,991     2,995     2,991      918      856
  Treasury stock, 583,532 shares in 2001 and 508,332 shares
    in 2000, at cost........................................       (7)       (6)       (7)       (6)      --       --
  Retained earnings (deficit)...............................     (573)     (213)     (573)     (213)     242      238
  Accumulated other comprehensive income (loss).............     (646)     (399)     (646)     (399)     (50)      (9)
  Unearned compensation on restricted shares and options....       (3)       (2)       (3)       (2)      --       --
                                                              -------   -------   -------   -------   ------   ------
    Total shareholders' equity..............................    1,909     2,514     1,909     2,514    1,147    1,122
                                                              -------   -------   -------   -------   ------   ------
    Total...................................................  $17,212   $17,577   $14,233   $13,237   $6,352   $6,400
                                                              =======   =======   =======   =======   ======   ======
</Table>

   The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
notes to consolidated financial statements are an integral part of these Balance
                                    Sheets.
                                       F-6
<PAGE>

                                CNH GLOBAL N.V.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                                   CONSOLIDATED              EQUIPMENT OPERATIONS          FINANCIAL SERVICES
                                            ---------------------------   ---------------------------   -------------------------
                                             2001      2000      1999      2001      2000      1999      2001     2000     1999
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
                                                                          (IN MILLIONS OF DOLLARS)
<S>                                         <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
OPERATING ACTIVITIES:
  Net income (loss).......................  $  (332)  $  (381)  $   148   $  (332)  $  (381)  $   148   $     4   $  26   $    72
  Adjustments to reconcile net income
    (loss) to net cash provided (used) by
    operating activities:
    Depreciation and amortization.........      424       429       183       319       336       160       105      93        23
    Deferred income tax expense
      (benefit)...........................     (174)     (229)       45       (91)     (196)       31       (83)    (33)       14
    (Gain) loss on disposal of fixed
      assets..............................        3        (6)       (5)        3        (8)       (7)       --       2         2
    Undistributed (earnings) losses of
      unconsolidated subsidiaries.........       17        (6)       (9)       19       (30)      (81)       (6)     (2)       --
    Changes in operating assets and
      liabilities:
      (Increase) decrease in
        receivables.......................     (264)    1,033       615      (153)      655      (449)     (111)    378       948
      (Increase) decrease in
        inventories.......................       48        36       256        48        36       256        --      --        --
      (Increase) decrease in prepayments
        and other current assets..........      137        57      (185)      (23)      154      (135)      160    (115)      (67)
      (Increase) decrease in other
        assets............................     (155)      (66)     (441)     (239)       15      (147)       84     (99)     (150)
      Increase (decrease) in payables.....       78       (80)       27       111      (147)       99       (33)     67         5
      Increase (decrease) in other accrued
        liabilities.......................        5       135       (45)      133        10      (104)     (128)    160        84
      Increase (decrease) in other
        liabilities.......................      217       (10)      555       127       (56)      419        90      46       136
  Other, net..............................     (186)     (104)      (59)     (190)     (103)     (176)        4      --         4
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES..............................     (182)      808     1,085      (268)      285        14        86     523     1,071
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
INVESTING ACTIVITIES:
  Acquisitions and investments, net of
    cash acquired.........................       (8)      (58)   (4,394)      (62)      (84)   (4,442)       (1)      1        36
  Proceeds from sale of businesses and
    assets................................      287       170        86       114       157        83       173      13         3
  Expenditures for property, plant and
    equipment.............................     (229)     (228)     (210)     (221)     (213)     (209)       (8)    (15)       (1)
  Expenditures for equipment on operating
    leases................................     (322)     (180)      (63)       --        --        --      (322)   (180)      (63)
  Other, net..............................       --        --        29        --        --        30        --      --        (1)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES..............................     (272)     (296)   (4,552)     (169)     (140)   (4,538)     (158)   (181)      (26)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
FINANCING ACTIVITIES:
  Intersegment activity...................       --        --        --    (1,102)     (318)      363     1,102     318      (363)
  Proceeds from issuance of long-term debt
    -- Fiat affiliates....................    1,646     1,531       173     1,499     1,967        33       147      45       140
  Proceeds from issuance of long-term
    debt -- other.........................      824        --        95       824        --        28        --      --        67
  Payment of long-term debt -- Fiat
    affiliates............................     (129)     (243)      (48)      (13)       --        --      (116)   (243)      (48)
  Payment of long-term debt -- other......   (1,197)     (323)      (64)     (529)      (32)      (59)     (668)   (772)       (5)
  Net increase (decrease) in short-term
    revolving credit facilities...........     (853)     (841)    1,945      (410)   (1,349)    2,803      (443)    508      (858)
  Capital contributions...................       --        --        --        --        --        --        55      25        12
  Advance to capital......................       --        --     1,400        --        --     1,400        --      --        --
  Dividends paid..........................      (28)      (82)      (82)      (28)      (82)      (82)       --      --        --
  Other, net..............................       --       (84)      (92)       --       (79)      (92)       --      (5)       --
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES..............................      263       (42)    3,327       241       107     4,394        77    (124)   (1,055)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
Effect of foreign exchange rate changes on
  cash and cash equivalents...............      (32)      (50)      (71)      (19)      (46)      (71)      (13)     (4)       --
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS.............................     (223)      420      (211)     (215)      206      (201)       (8)    214       (10)
CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR....................................      886       466       677       593       387       588       293      79        89
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
CASH AND CASH EQUIVALENTS, END OF YEAR....  $   663   $   886   $   466   $   378   $   593   $   387   $   285   $ 293   $    79
                                            =======   =======   =======   =======   =======   =======   =======   =====   =======
</Table>

   The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
    notes to consolidated financial statements are an integral part of these
                           Statements of Cash Flows.
                                       F-7
<PAGE>

                                CNH GLOBAL N.V.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                                                                         ACCUMULATED
                                                                                            OTHER
                                                                           RETAINED     COMPREHENSIVE             COMPREHENSIVE
                             COMMON   PAID-IN   TREASURY     UNEARNED      EARNINGS        INCOME                    INCOME
                             SHARES   CAPITAL    STOCK     COMPENSATION    (DEFICIT)       (LOSS)       TOTAL        (LOSS)
                             ------   -------   --------   ------------   -----------   -------------   ------    -------------
                                                                  (IN MILLIONS OF DOLLARS)
<S>                          <C>      <C>       <C>        <C>            <C>           <C>             <C>       <C>
BALANCE, JANUARY 1, 1999...   $ 88    $1,637      $--          $--           $ 184          $(125)      $1,784
Comprehensive income:
  Net income...............     --        --       --           --             148             --          148        $ 148
  Translation adjustment...     --        --       --           --              --           (162)        (162)        (162)
  Pension liability
    adjustment.............     --        --       --           --              --             22           22           22
                                                                                                                      -----
      Total................                                                                                           $   8
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (82)            --          (82)
Issuance of restricted
  shares...................     --         8       --           (8)             --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  1999.....................     88     1,645       --           (8)            250           (265)       1,710
Comprehensive income:
  Net income (loss)........     --        --       --           --            (381)            --         (381)       $(381)
  Translation adjustment...     --        --       --           --              --           (133)        (133)        (133)
  Pension liability
    adjustment.............     --        --       --           --              --             (1)          (1)          (1)
                                                                                                                      -----
      Total................                                                                                           $(515)
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (82)            --          (82)
Capital contributions on
  stock issuance...........     55     1,345       --           --              --             --        1,400
Recognition of compensation
  on restricted stock......     --        --       --            1              --             --            1
Issuance of restricted
  shares, net of
  forfeitures..............     --         1       (6)           5              --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  2000.....................    143     2,991       (6)          (2)           (213)          (399)       2,514
Comprehensive income:
  Net income (loss)........     --        --       --           --            (332)            --         (332)       $(332)
  Translation adjustment...     --        --       --           --              --           (110)        (110)        (110)
  Pension liability
    adjustment (net of tax
    $89 million)...........     --        --       --           --              --           (117)        (117)        (117)
  Derivative financial
    instruments:
    Gains (losses) deferred
      (net of tax $12
      million).............     --        --       --           --              --            (47)         (47)         (47)
    (Gains) losses
      reclassified to
      earnings.............     --        --       --           --              --             27           27           27
                                                                                                                      -----
      Total................                                                                                           $(579)
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (28)            --          (28)
Recognition of compensation
  on restricted stock......     --        --       --            2              --             --            2
Issuance of restricted
  shares, net of
  forfeitures..............     --        --       (1)           1              --             --           --
Issuance of stock
  options..................     --         4       --           (4)             --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  2001.....................   $143    $2,995      $(7)         $(3)          $(573)         $(646)      $1,909
                              ====    ======      ===          ===           =====          =====       ======
</Table>

The accompanying notes to consolidated financial statements are an integral part
            of these Statements of Changes in Shareholders' Equity.
                                       F-8
<PAGE>

                                CNH GLOBAL N.V.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF OPERATIONS

     CNH Global N.V. ("CNH"), formerly New Holland N.V., is incorporated in The
Netherlands under Dutch law. CNH's Equipment Operations manufacture, market and
distribute a full line of agricultural and construction equipment on a worldwide
basis. CNH's Financial Services operations offers a broad array of financial
services products, including retail financing for the purchase or lease of new
and used CNH and other manufacturers' products and other retail financing
programs. To facilitate the sale of its products, CNH offers wholesale financing
to dealers.

     CNH is controlled by Fiat Netherlands Holding N.V., a wholly owned
subsidiary of Fiat S.p.A. ("Fiat"), a company organized under the laws of Italy,
which owned approximately 84.6% of the outstanding shares of CNH at December 31,
2001.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The consolidated financial statements present the operating results,
financial position and cash flows of CNH as of and for the year ended December
31, 2001. The comparability of CNH's operating results for the years ended
December 31, 2001 and 2000, with 1999 data, is significantly affected by the
full year impact of (1) the inclusion of Case Corporation's ("Case's") results
of operations; (2) the incremental financing and other costs related to the
merger; (3) the amortization of fair value adjustments to the Case assets
acquired and liabilities assumed; and (4) the amortization of goodwill.
Reference is made to Note 3, "Acquisitions and Divestitures of Businesses and
Investments" for further information regarding the acquisition of Case.

     PRINCIPLES OF CONSOLIDATION AND PRESENTATION

     CNH has prepared the accompanying consolidated financial statements in
accordance with accounting principles generally accepted in the United States or
U.S. GAAP. The accompanying financial statements reflect the historical
operating results of CNH, including the results of operations of Case since the
merger date. CNH has prepared its consolidated financial statements in U.S.
Dollars and, unless otherwise indicated, all financial data set forth in these
financial statements is expressed in U.S. Dollars. In accordance with Statement
of Financial Accounting Standards ("SFAS") No. 94, "Consolidation of All
Majority-Owned Subsidiaries," the financial statements include the accounts of
CNH's majority-owned subsidiaries, except where control is expected to be
temporary, and reflect the interests of the minority owners of the subsidiaries
that are not fully owned for the periods presented, as applicable. The
operations and key financial measures and financial analysis differ
significantly for manufacturing and distribution businesses and financial
services businesses; therefore, management believes that certain supplemental
disclosures are important in understanding the consolidated operations and
financial results of CNH. In addition, CNH's principal competitors present
supplemental data on a similar basis. Therefore, users of CNH's financial
statements can use the supplemental data to make meaningful comparisons of CNH
and its principal competitors. The financial statements reflect the consolidated
results of CNH and also include, on a separate and supplemental basis, the
consolidation of CNH's equipment operations and financial services operations as
follows:

     Equipment Operations -- The financial information captioned "Equipment
Operations" reflects the consolidation of all majority-owned subsidiaries except
for CNH's Financial Services business. CNH's Financial Services business has
been included using the equity method of accounting whereby the net income and
net assets of CNH's financial services business are reflected, respectively, in
"Equity in Income (Loss) of Unconsolidated Subsidiaries and
Affiliates -- Financial Services" in the accompanying statements of operations,
and in "Investment in Financial Services" in the accompanying balance sheets.

                                       F-9
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Financial Services -- The financial information captioned "Financial
Services" reflects the consolidation of CNH's financial services business.

     All significant intercompany transactions, including activity within and
between "Equipment Operations" and "Financial Services," have been eliminated in
deriving the consolidated financial data. Intersegment notes receivable,
intersegment long-term notes receivable, intersegment short-term debt and
intersegment long-term debt represent intersegment financing between Equipment
Operations and Financial Services.

     Investments in unconsolidated subsidiaries and affiliates that are at least
20% owned, or where CNH exercises significant influence, are accounted for using
the equity method. Under this method, the investment is initially recorded at
cost and is increased or decreased by CNH's proportionate share of the entity's
respective profits or losses, and decreased by amortization of any related
goodwill. Dividends received from these entities reduce the carrying value of
the investments. Investments wherein CNH owns less than 20% and where CNH does
not exercise significant influence are stated at lower of cost or net realizable
value.

     RECLASSIFICATIONS

     Certain reclassifications of prior year amounts have been made in order to
conform with the current year presentation.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

     REVENUE RECOGNITION

     Equipment Operations record sales of equipment and replacement parts when
title and all risks of ownership have transferred to the independent dealer or
other customer. In the United States and the majority of international
locations, equipment and replacement parts title transfers to the dealer upon
shipment. In Australia and some other international locations, certain equipment
and replacement parts are shipped to dealers on a consignment basis under which
title and risk of ownership are not transferred to the dealer. Under these
circumstances sales are not recorded until a retail customer has purchased the
goods. Dealers may not return equipment or replacement parts while the
applicable dealer contract remains in place. In the U.S. and Canada, if a dealer
contract is terminated for any reason, CNH is obligated to repurchase new
equipment from the dealer. CNH has credit limits and other safeguards in place
to monitor the financial stability of its dealers. In cases where dealers are
unable to pay for equipment or parts, CNH attempts to have these goods returned
or negotiate a settlement of the outstanding receivables. CNH may provide
certain sales incentives to dealers to stimulate sales to retail customers. The
expense of such incentives is recorded as a deduction in arriving at net sales
at the time the sale is recognized by CNH.

     For all sales, no significant uncertainty exists surrounding the
purchaser's obligation to pay for the equipment and replacement parts and CNH
records appropriate provisions for doubtful receivables as necessary.
Receivables are due upon the earlier of payment terms discussed below or sale to
the retail customer. Fixed payment schedules exist for all sales to dealers but
payment terms vary by geographic market and product line. In connection with
these payment terms, CNH offers wholesale financing to many of its dealers
including interest-free financing for specified periods of time which also vary
by geographic market and product line. Interest is charged to dealers subsequent
to the completion of the interest free period. Interest free periods average 4.5
months on approximately 65% of sales for the agricultural equipment business and

                                       F-10
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3.0 months on approximately 74% of sales for the construction equipment
business. Sales to dealers that do not qualify for an interest free period are
subject to payment terms of 30 days or less.

     Financial Services records earned finance charges (interest income) on
retail and other notes receivables and finance leases using the effective
interest method.

     MODIFICATION PROGRAMS AND WARRANTY COSTS

     The costs of major programs to modify products in the customer's possession
are accrued when these costs can be identified and quantified. Normal warranty
costs are recorded at the time of sale.

     ADVERTISING

     CNH expenses advertising costs as incurred. Advertising expense totaled $78
million, $96 million and $51 million, for the years ended December 31, 2001,
2000 and 1999, respectively.

     RESEARCH AND DEVELOPMENT

     Research and development costs are expensed as incurred.

     FOREIGN CURRENCY TRANSLATION

     CNH's non-U.S. subsidiaries and affiliates maintain their books and
accounting records using local currency as the functional currency, except for
those operating in hyperinflationary economies. Assets and liabilities of
non-U.S. subsidiaries are translated into U.S. Dollars at period-end exchange
rates, and net exchange gains or losses resulting from such translation are
included in "Accumulated other comprehensive income (loss)" in the accompanying
balance sheets. Income and expense accounts of non-U.S. subsidiaries are
translated at the average exchange rates for the period, and gains and losses
from foreign currency transactions are included in net income (loss) in the
period during which they arise. The U.S. Dollar is used as the functional
currency for subsidiaries and affiliates operating in highly inflationary
economies for which both translation adjustments and gains and losses on foreign
currency transactions are included in the determination of net income (loss) in
the period during which they arise.

     The Turkish Lira was significantly devalued against the U.S. Dollar during
the first quarter of 2001. As a result CNH recorded a net exchange loss of
approximately $20 million related to its investments in New Holland Trakmak
Tracktor Ve Ziraat Makineleri A.S. and Turk Traktor Ve Ziraat Makineleri A.S.

     The Brazilian Real was significantly devalued against the U.S. Dollar
during the first quarter of 1999. As a result of its unhedged foreign exchange
exposure in its Brazilian companies, CNH recorded a net exchange loss of
approximately $15 million. Also in the first quarter of 1999, CNH reorganized
its corporate activities for tax and treasury planning purposes and transferred
U.S. Dollar deposits to a foreign subsidiary with Euro functional currency. As a
result of the translation of the monetary asset described above during this
period, an exchange gain of approximately $30 million was recognized. The
aforementioned net foreign exchange gains and losses are reflected in "Other,
net" in the accompanying statements of operations.

     ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
has been amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of SFAS No. 113, an
amendment of SFAS No. 133" and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of SFAS No. 133." SFAS
No. 133 is effective for fiscal years

                                       F-11
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

beginning after June 15, 2000 and will be applied to: (a) derivative
instruments; and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired or substantively modified after December 31, 1998.
SFAS No. 133 requires that every derivative instrument be recorded on the
balance sheet as an asset or liability measured at its fair value and that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.

     We adopted SFAS No. 133 on January 1, 2001. SFAS No. 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of the those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings into the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $9 million
as of January 1, 2001 and had no significant impact on net income. The adoption
also resulted in an increase to assets and liabilities recorded on the balance
sheet of approximately $9 million and $18 million, respectively.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- A
Replacement of FASB Statement 125". SFAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All remaining provisions were adopted in
the second quarter of 2001. This adoption did not have a significant impact on
us.

     In January 2001, the Emerging Issues Task Force issued EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets". According to this
pronouncement, we must recognize cash flows in excess of the initial
investment's carrying value as interest income using the effective yield method.
Beneficial interests must be measured at fair value with other than temporary
impairments being recorded in income. We adopted this pronouncement in April
2001 and adoption of this pronouncement did not have a significant impact on our
financial position or results of operations.

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations.
This Statement requires that all business combinations be accounted for by the
purchase method. As required by SFAS No. 141, CNH adopted this new accounting
standard for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material impact on CNH's financial
statements.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for
intangible assets and goodwill. The Statement requires that goodwill and
intangible assets having indefinite useful lives not to be amortized but rather
be tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. As required
by SFAS No. 142, CNH adopted this new accounting standard on January 1, 2002.
Application of the non-amortization provision of SFAS No. 142 is expected to
result in a pretax increase in earnings of approximately $116 million per year
related to goodwill and approximately $11 million per year related to acquired
trademarks with indefinite lives. Beginning January 1, 2002, goodwill and
indefinite-lived intangible assets will be tested for impairment annually, and
will be tested for impairment between annual tests if an event occurs or
circumstances change that would indicate the carrying amount may be impaired.
Impairment testing for goodwill is done at a reporting unit level. Currently,
CNH has identified three reporting units under the criteria set forth by SFAS
No. 142: Agricultural Equipment, Construction Equipment and Financial Services.
CNH is currently performing the required transitional impairment tests of
goodwill and
                                       F-12
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

indefinite-lived intangible assets. SFAS No. 142 prescribes a two-phase process
for impairment testing of goodwill. The first phase, required to be completed by
June 30, 2002, tests for impairment. The second phase (if necessary), required
to be completed by December 31, 2002, measures the amount of impairment. CNH has
engaged an independent third-party valuation firm to assist with the fair value
determinations of its reporting units and indefinite-lived intangible assets. To
determine fair value, CNH plans to rely on two valuation models: guideline
company method and discounted cash flow. CNH has not yet determined the
financial impact, if any, of these transitional impairment tests. During 2001
CNH continued to evaluate the recoverability of goodwill in compliance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of."

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred by capitalizing it as part of the carrying
amount of the long-lived assets. As required by SFAS No. 143, CNH will adopt
this new accounting standard on January 1, 2003. CNH believes the adoption of
SFAS No. 143 will not have a material impact on its financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, CNH will adopt this new accounting standard on January
1, 2002. CNH believes the adoption of SFAS No. 144 will not have a material
impact on its financial statements.

     CASH AND CASH EQUIVALENTS

     Cash equivalents are comprised of all highly liquid investments with an
original maturity of three months or less. Cash equivalents also include amounts
deposited with affiliates, principally Fiat and its affiliates, which are
repayable to CNH upon one day's notice. The carrying value of cash equivalents
approximates fair value because of the short maturity of these investments.

     RECEIVABLES

     Receivables are recorded at face value, net of allowances for doubtful
accounts.

     INVENTORIES

     Inventories are stated at the lower of cost or 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. Net realizable value is the estimate of the
selling price in the ordinary course of business, less the cost of completion
and selling. Provision is made for obsolete and slow-moving inventories.

     EQUIPMENT ON OPERATING LEASES

     Financial Services purchases equipment that is leased to retail customers
under operating leases from dealers. Income from operating leases is recognized
over the term of the lease. Financial Services' investment in operating leases
is based on the purchase price paid for the equipment. The investment is
depreciated on a straight-line basis over the term of the lease to the estimated
residual value at lease termination which is calculated at the inception of the
lease date. Realization of the residual values is dependent on Financial
Services' future ability to market the equipment under the then prevailing
market conditions. CNH continually evaluates whether events and circumstances
have occurred which impact the estimated residual

                                       F-13
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

values of equipment on operating leases. Although realization is not assured,
management believes that the estimated residual values are realizable.
Expenditures for maintenance and repairs are the responsibility of the lessee.

     GOODWILL AND INTANGIBLES

     Goodwill represents the excess of the purchase price paid plus the
liabilities assumed over the fair value of the tangible and identifiable
intangible assets purchased. Goodwill is amortized on a straight-line basis over
10 to 30 years. Goodwill relating to acquisitions of unconsolidated subsidiaries
and affiliates is included in "Investments in unconsolidated subsidiaries and
affiliates" in the accompanying balance sheets, and the related amortization is
charged to "Equity in Income (Loss) of Unconsolidated Subsidiaries and
Affiliates" in the accompanying statements of operations. CNH continually
evaluates whether events and circumstances have occurred that indicate the
remaining estimated useful life of goodwill may warrant revision or that the
remaining balance of goodwill may not be recoverable. When factors indicate that
goodwill should be evaluated for possible impairment, CNH uses an estimate of
the undiscounted cash flows over the remaining life of the goodwill in measuring
whether the goodwill is recoverable.

     At December 31, 2001 and 2000, goodwill totaled $3,146 million and $3,183
million, respectively, while accumulated amortization of goodwill was $336
million and $215 million at those respective dates. Amortization expense totaled
$116 million, $106 million and $20 million for the years ended December 31,
2001, 2000 and 1999, respectively.

     Negative goodwill represents the excess of the fair value of the tangible
and identifiable intangible assets purchased, with the fair value of non-current
assets having been reduced to zero, over the purchase price paid plus
liabilities assumed. Negative goodwill is being amortized on a straight-line
basis over approximately 3 years. At December 31, 2001 and 2000, negative
goodwill, net of accumulated amortization, totaled $0 and $33 million,
respectively.

     Intangibles consist primarily of acquired dealer networks, trademarks,
product drawings and patents, and are being amortized on a straight-line basis
over 5 to 30 years. At December 31, 2001 and 2000, intangibles, net of
accumulated amortization, totaled $837 million and $849 million, respectively.
Amortization expense totaled $39 million, $36 million and $6 million for the
years ended December 31, 2001, 2000 and 1999, respectively.

     Reference is made to Note 3, "Acquisitions and Divestitures of Businesses
and Investments," for further information regarding goodwill and intangibles.

     PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment is stated at cost, less accumulated
depreciation. Expenditures for improvements that increase asset values and
extend useful lives are capitalized. Expenditures for maintenance and repairs
are expensed as incurred. Depreciation is provided on a straight-line basis over
the estimated useful lives of the respective assets as follows:

<Table>
<S>                                                 <C>
Buildings and improvements........................  10 - 40 years
Plant and machinery...............................   5 - 16 years
Other equipment...................................   3 - 10 years
</Table>

     CNH capitalizes interest costs as part of the cost of constructing certain
facilities and equipment. CNH capitalizes interest costs only during the period
of time required to complete and prepare the facility or equipment for its
intended use. The amount of interest capitalized in 2001, 2000 and 1999 is not
significant in relation to the consolidated financial results.

                                       F-14
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     CNH assesses the recoverability of assets to be held and used by comparing
the carrying amount of an asset to future undiscounted net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets, based on a discounted
cash flow analysis.

     SOFTWARE DEVELOPED FOR INTERNAL USE

     CNH defines internal-use software as software acquired or internally
developed or modified solely to meet the internal needs of CNH. Internal and
external costs incurred during the preliminary project stage are expensed as
incurred. Capitalization of such costs begins upon completion of the preliminary
project stage, assessment of technological feasibility and upon management's
authorization and commitment to fund the software project. Capitalization ceases
at the point at which the computer software project is substantially complete
and the software is ready for its intended use. Internal and external costs for
data conversion, training and maintenance are expensed as incurred, and overhead
costs are not capitalized. The capitalized costs of software acquired or
developed for internal use are amortized on a straight-line basis over the
useful life of the software, generally not exceeding 5 years.

     INCOME TAXES

     CNH follows an asset and liability approach for financial accounting and
reporting for income taxes. CNH recognizes a current tax liability or asset for
the estimated taxes payable or refundable on tax returns for the current year. A
deferred tax liability or asset is recognized for the estimated future tax
effects attributable to temporary differences and carryforwards. The measurement
of current and deferred tax liabilities and assets is based on provisions of the
enacted tax law; the effects of future changes in tax laws or rates are not
anticipated. The measurement of deferred tax assets is reduced, if necessary, by
the amount of any tax benefits that, based on available evidence, are more
likely than not expected to be realized.

     RETIREMENT PROGRAMS

     CNH operates numerous defined benefit and defined contribution pension
plans, the assets of which are held in separate trustee-administered funds. The
pension plans are generally funded by payments from employees and CNH. The cost
of providing pension and other postretirement benefits is based upon actuarial
valuations and is charged to income during the period of the employees' service.
The liability for termination indemnities is accrued in accordance with labor
legislation in each country where such benefits are required.

     DERIVATIVES

     The Company uses derivative financial instruments to manage its interest
rate exposures and foreign currency exposures. CNH does not hold or issue such
instruments for trading purposes. Hedge accounting is applied if the changes in
the fair market value of the derivative instruments are highly correlated to
changes in the fair market value of the anticipated transactions and recognized
assets and liabilities. As these instruments are primarily accounted for as
hedges of anticipated transactions or recognized assets and liabilities,
unrealized fair value gains and losses are not recognized in earnings as of the
balance sheet date to the extent that the hedge is effective. The effective
portion of unrealized gains and losses are recognized in earnings in the period
in which the hedged transaction affects earnings. Subsequent to the adoption of
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" on
January 1, 2001, the fair value of all derivatives are recorded as assets or
liabilities on the Consolidated Balance Sheets.

     Reference is made to Note 15, "Financial Instruments," for further
information regarding CNH's use of derivative financial instruments.

                                       F-15
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3: ACQUISITIONS AND DIVESTITURES OF BUSINESSES AND INVESTMENTS

     ACQUISITIONS

     Flexi-Coil Ltd.

     On January 4, 2000, CNH completed the acquisition of the remaining 61%
ownership interests in Flexi-Coil Ltd. Prior to that date, CNH had maintained a
39% ownership interest in Flexi-Coil Ltd. Flexi-Coil designs, manufactures and
sells various agricultural implements used for planting, seeding, tillage and
spraying. The purchase price for the additional 61% ownership interest was C$74
million. The acquisition was accounted for as a step purchase and, accordingly,
the accompanying consolidated financial statements included the results of
operations of Flexi-Coil Ltd. from January 4, 2000. The total purchase price
paid plus the liabilities assumed was C$257 million. The goodwill associated
with the acquisition of Flexi-Coil Ltd. totaled C$122 million and is being
amortized on a straight-line basis over 30 years.

     Case

     On November 12, 1999, New Holland N.V. ("New Holland") acquired Case
Corporation ("Case") for $4,600 million in cash, including related costs and
expenses, pursuant to an agreement and plan of merger dated as of May 15, 1999,
by and among Case, New Holland, the merging subsidiary and Fiat. As a result of
the merger, Case as the surviving company, became a wholly owned subsidiary of
New Holland. Effective with the closing of the merger, New Holland changed its
name to CNH. CNH financed the merger with total borrowings of $3,000 million
under short-term credit facilities, an advance to capital of $1,400 million from
New Holland Holdings N.V. and available cash of $200 million. Reference is made
to Note 11, "Principal Shareholder's Advance to Capital."

     The merger was accounted for as a purchase and, accordingly, the
accompanying consolidated financial statements include the results of operations
of Case as of the merger date. Case engaged in two types of operations. Case's
equipment operations manufacture, market and distribute a full line of
agricultural equipment and light to medium sized construction equipment on a
worldwide basis. Case's financial services business provided financing for
retail installment sales contracts and leases, commercial lending within the
equipment industry, multiple lines of insurance products and offers a
private-label credit card.

     The total purchase price of $4,600 million was allocated to the assets and
liabilities of Case based upon their respective fair values, including
identifiable intangibles consisting of acquired trademarks, dealer networks,
product drawings and patents, with the remainder allocated to goodwill. The
purchase price paid plus the liabilities assumed exceeded the fair value of the
tangible and identifiable intangible assets purchased by $2,400 million, on a
preliminary basis. During 2000, CNH finalized its purchase accounting for the
Case acquisition resulting in additional goodwill of $376 million. The
additional goodwill resulted primarily from additional restructuring liabilities
related to the Case business and fair value adjustments to property, plant and
equipment. During 2001, CNH reversed $31 million of purchase accounting reserves
through goodwill, primarily due to changes in estimates related to involuntary
employee severance and closing, selling and downsizing existing facilities.
Reference is made to Note 4, "Restructuring," for further information regarding
CNH's restructuring programs. The goodwill associated with Case's equipment
operations of $2,616 million and Case's financial services business of $129
million is being amortized on a straight-line basis over 30 and

                                       F-16
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20 years, respectively. The fair value adjustments to Case's historical balance
sheet were as follows (in millions):

<Table>
<Caption>
                                                               PURCHASE
                                                                PRICE
                                                              ALLOCATION
                                                              ----------
<S>                                                           <C>
  Net assets at historical cost*............................    $2,057
  Fair value adjustments:
     Identifiable intangibles...............................       817
     Property, plant and equipment..........................       (52)
     Inventory..............................................        39
     Elimination of historical goodwill.....................      (292)
     Deferred income taxes..................................      (100)
     Pension, postretirement and postemployment benefits....      (167)
     Restructuring liability related to the Case business...      (284)
     Accounts and notes receivable..........................       (29)
     Other, net.............................................      (134)
                                                                ------
                                                                 1,855
  Goodwill..................................................     2,745
                                                                ------
     Total..................................................    $4,600
                                                                ======
</Table>

         ---------------------
         * Includes liabilities assumed of $6,622 million.

     CNH has prepared the following unaudited pro forma statements of operations
to illustrate the estimated effects of the acquisition of Case by New Holland as
if this transaction had occurred as of the beginning of the period presented.
The pro forma data reflects the impact of the preliminary fair market value
adjustments to the Case assets and liabilities acquired, as well as incremental
interest expense related to the merger financing. These adjustments are being
amortized over the periods estimated to be benefited and primarily include
additional amortization of the fair value adjustments for acquired receivables
and inventories, identifiable intangibles and goodwill. The pro forma data does
not include the impact of the final purchase accounting adjustments recorded
during 2000. The impact of the final purchase accounting adjustments on the
consolidated pro forma statements of operations is considered to be nominal.

                                       F-17
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<Table>
<Caption>
                                                                   1999
                                                              ---------------
                                                              (IN MILLIONS OF
                                                              DOLLARS, EXCEPT
                                                              PER SHARE DATA)
                                                                (UNAUDITED)
<S>                                                           <C>
Revenues:
  Net sales.................................................      $ 9,929
  Finance and interest income...............................          744
                                                                  -------
                                                                   10,673
Costs and Expenses:
  Cost of goods sold........................................        8,320
  Selling, general and administrative.......................        1,315
  Research, development and engineering.....................          357
  Restructuring and other merger related costs..............           19
  Interest expense..........................................          794
  Other, net................................................          150
                                                                  -------
                                                                   10,955
Equity in income of unconsolidated subsidiaries and
  affiliates................................................            1
                                                                  -------
Income (loss) before taxes and minority interest............         (281)
Income tax provision (benefit)..............................          (97)
Minority interest...........................................            4
                                                                  -------
Net income (loss)...........................................      $  (188)
                                                                  =======
Per share data:
  Basic earnings (loss) per share...........................      $ (1.26)
                                                                  =======
  Diluted earnings (loss) per share.........................      $ (1.26)
                                                                  =======
</Table>

     CNH has presented this unaudited pro forma financial data for illustrative
purposes only. This pro forma data is not necessarily indicative of (1) the
results of operations that would have occurred had the transaction been
effective as of the beginning of the year presented, or (2) the results of
operations that CNH will attain in the future. In addition, the pro forma
financial data does not reflect any synergies or cost savings that may occur as
a result of the merger.

     The pro forma financial data does not include the impact of any regulatory
divestitures as required by the European Commission or the U.S. Department of
Justice pursuant to the merger.

     DIVESTITURES

     During April 2001, CNH sold its Carr Hill Works, Doncaster, England,
components facility to Graziano Trasmissioni S.p.A.

     In January 2001, CNH sold its tractor manufacturing plant in Doncaster,
England, to Landini S.p.A.

     During 2000, CNH entered into an OEM agreement with Lindner whereby CNH
would build Steyr model M-948 and M-958 (and equivalent Case IH models) for sale
by Lindner.

                                       F-18
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In December 2000, CNH completed the divestiture of its Fermec Holdings
Limited construction equipment business to Terex Corporation. Terex acquired the
Manchester, England, plant, and the Fermec loader/backhoe and industrial tractor
product lines.

     In July 2000, CNH completed the sale of its New Holland Versatile, Genesis
and G/70 series four-wheel and two-wheel drive tractor lines, together with the
Winnipeg, Canada, plant in which they are made, to Buhler Versatile Inc., a
subsidiary of Buhler Industries Inc.

     In May 2000, CNH completed the sale of its interest in Hay and Forage
Industries to AGCO Corporation.

     In May 2000, CNH completed the sale of its large square balers assembled in
Neustadt, Germany to Landini S.p.A.

     In May 2000, CNH completed the sale of selected agricultural equipment
assets to ARGO S.p.A., the holding company of Landini S.p.A. The transaction
includes a plant in Breganze, Italy, and the Laverda line of non-hillside
combines that are produced there.

NOTE 4: RESTRUCTURING

     CNH records restructuring liabilities at the time management approves and
commits CNH to a restructuring plan that identifies all significant actions to
be taken and the expected completion date of the plan is within a reasonable
period of time. The restructuring liability includes those restructuring costs
that (1) can be reasonably estimated, (2) are not associated with or do not
benefit activities that will be continued, and (3) are not associated with or
are not incurred to generate revenues after the plan's commitment date.
Restructuring costs are incurred as a direct result of the plan and (1) are
incremental to other costs incurred by CNH in the conduct of its activities
prior to the commitment date, or (2) existed prior to the commitment date under
a contractual obligation that will either continue after the exit plan is
completed with no economic benefit to the enterprise or reflect a penalty to
cancel a contractual obligation.

     1998 RESTRUCTURING PROGRAM

     In 1998, CNH reviewed its manufacturing, selling and administrative
processes in an effort to strengthen its competitive position and to better
align its operations in response to current economic and market conditions. As a
result, CNH announced a pretax restructuring charge of $40 million for severance
and other costs related to headcount reductions. CNH refers to these actions as
the 1998 Restructuring Program. The 1998 Restructuring Program included
termination costs to eliminate approximately 420 salaried and 600 hourly
positions. These termination payments included the cost of severance and
contractual benefits in accordance with collective bargaining agreements and CNH
policy, and also included costs for outplacement services, medical and
supplemental vacation and retirement payments.

     In connection with the 1998 acquisition of Orenstein & Koppel
Aktiengesellschaft ("O&K"), CNH recorded additional restructuring reserves of
approximately $29 million for employee and dealer termination costs. These costs
were recorded in conjunction with the allocation of the initial O&K purchase
price.

     In 1999, CNH also recorded additional restructuring charges of $19 million
related to the remaining headcount actions contemplated under the 1998
Restructuring Program. These charges primarily represent severance and other
related costs for the elimination of approximately 340 of the remaining salaried
positions under the original plan. In 1999, CNH expended $52 million for
severance costs as contemplated under its restructuring programs. In 1999, CNH
reversed $26 million of purchase accounting reserves, as CNH was unable to
complete the required actions within one year of the acquisition. The reversal
of the $26 million restructuring reserve was recorded against the initial O&K
purchase accounting goodwill.

                                       F-19
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In 2000, CNH expended $12 million for severance and other employee costs as
contemplated under the 1998 Restructuring Program. The 1998 Restructuring
Program is complete and there are no other actions expected under this program.

     The following tables set forth the CNH activities for the years ended
December 31, 1999 and 2000 under the 1998 Restructuring Program (in millions):

<Table>
<Caption>
                                                                       1999 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1998        ADDITIONS    UTILIZED*    ESTIMATES         1999
                                            ------------    ---------    ---------    ----------    ------------
<S>                                         <C>             <C>          <C>          <C>           <C>
Severance and other employee-related
  costs...................................      $71            $19         $(52)         $(26)          $12
Cost related to closing/selling/downsizing
  existing facilities.....................       --             --           --            --            --
                                                ---            ---         ----          ----           ---
       Total restructuring................      $71            $19         $(52)         $(26)          $12
                                                ===            ===         ====          ====           ===
</Table>

<Table>
<Caption>
                                                                       2000 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1999        ADDITIONS    UTILIZED*    ESTIMATES         2000
                                            ------------    ---------    ---------    ----------    ------------
<S>                                         <C>             <C>          <C>          <C>           <C>
Severance and other employee-related
  costs...................................      $12            $--         $(12)          $--            $--
Cost related to closing/selling/downsizing
  existing facilities.....................       --            --            --           --             --
                                                ---            --          ----           --             --
       Total restructuring................      $12            $--         $(12)          $--            $--
                                                ===            ==          ====           ==             ==
</Table>

------------
* Includes currency translation.

     CNH MERGER INTEGRATION PLAN

     As part of its merger integration, CNH has evaluated the divestiture or
closure of certain manufacturing locations and parts depots. Through the
consolidation of all functional areas, including the impact of divestiture
actions required by the European and U.S. regulatory agencies in connection with
the merger, CNH expects to significantly reduce its worldwide workforce. The CNH
Merger Integration Plan takes into consideration duplicate capacity and other
synergies including purchasing and supply chain management, and selling, general
and administrative functions. These restructuring actions will be recorded and
implemented through at least 2004.

     The CNH Merger Integration Plan is comprised of two separate programs, the
Case Purchase Accounting Restructuring Program and the CNH Merger Integration
Program. The Case Purchase Accounting Restructuring Program encompasses all
actions of the CNH Merger Integration Plan related to Case that qualify for
purchase accounting treatment under EITF 95-3. The CNH Merger Integration
Program encompasses all other actions of the CNH Merger Integration Plan that
qualify for the establishment of restructuring reserves under primarily EITF
94-3 and SFAS No. 121.

     CASE PURCHASE ACCOUNTING RESTRUCTURING PROGRAM

     During May 1999, management of both companies assembled several integration
teams to identify cost savings from workforce reductions, duplicate capacity and
other synergy related activities from the acquisition. The preliminary actions
identified by these integration teams were approved by management prior to the
acquisition in November 1999. Detailed restructuring actions that related to
former Case locations or

                                       F-20
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

employees that qualified for purchase accounting treatment under EITF 95-3 were
recorded to the Case Purchase Accounting Restructuring Program during the fourth
quarter of 1999 and during 2000. All restructuring actions relating to non-Case
locations or employees or Case actions that were approved, committed and
communicated more than one year after the acquisition were recorded as
restructuring and other merger related costs under the CNH Merger Integration
Program.

     As of December 31, 1999, CNH had recorded $90 million in merger-related
restructuring reserves for severance and other employee-related costs associated
with identified headcount reductions as part of CNH's initial plan to integrate
the Case operations. These costs were recorded in conjunction with the
preliminary allocation of the Case purchase price. During 2000, CNH recorded an
additional $225 million in merger integration restructuring reserves related to
Case's operations, net of changes in estimates. These costs were recorded in
conjunction with the finalization of the Case Purchase Accounting Restructuring
Program. The additional merger integration restructuring reserves primarily
relate to severance and other employee-related costs and costs related to
closing, selling, and downsizing existing facilities. During 2001, CNH reversed
$31 million in merger integration restructuring reserves related to Case's
operations to goodwill. More employees left CNH voluntarily than was originally
estimated and the cost to exit certain facilities was lower than anticipated.

     The severance and other employee-related costs reserved for in 2000
amounted to $78 million and relate to severance costs required to reduce the
remainder of the approximately 2,200 Case employees identified in the CNH Merger
Integration Plan. CNH eliminated administrative and back office personnel, as
well as manufacturing personnel in the facilities that CNH has closed or
downsized. These termination accruals included the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also included costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, CNH expended $61 million of termination payments related to
severance and other employee-related costs. In addition, CNH reversed $39
million of severance and other employee-related costs to goodwill, as more
employees left CNH voluntarily than was originally estimated resulting in a
lower cost than anticipated. As of December 31, 2000, CNH had terminated
approximately 1,500 Case employees related to the Case Purchase Accounting
Restructuring Program.

     In 2001, CNH expended $50 million of termination payments related to
severance and other employee-related costs under programs which were reserved in
2000. In addition, CNH reversed $12 million of severance and other
employee-related costs to goodwill, as more employees left CNH voluntarily than
was originally estimated resulting in a lower cost than anticipated. As of
December 31, 2001, CNH had terminated approximately 2,200 Case employees related
to the Case Purchase Accounting Restructuring Program.

     Reserves for costs related to closing, selling, and downsizing existing
facilities of $185 million were taken due to required divestitures, excess
capacity and duplicate facilities, and primarily relate to the following actions
of the Case Purchase Accounting Restructuring Program:

     -  Sale of Case's CX and MXC product lines and the Doncaster, United
        Kingdom, plant in which they are assembled and its related component
        manufacturing plant in St. Dizier, France;

     -  Sale of Case's large square balers product line which is assembled in
        Neustadt, Germany;

     -  Sale of Case's Fermec brand loader/backhoe and industrial tractor
        product lines and the Fermec manufacturing plant in Manchester, United
        Kingdom;

     -  Sale of Case's ownership interest in Hay and Forage Industries in
        Hesston, Kansas, a 50% joint venture with AGCO Corporation that produces
        hay and forage implements;

                                       F-21
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     -  Closure of Case's Concord plant in Fargo, North Dakota, which produces
        air seeders;

     -  Closure of Case's manufacturing plant in Sorocaba, Brazil;

     -  Sale of Case's Carr Hill Works, Doncaster, England, components facility;

     -  Closure of Case's Racine, Wisconsin, tractor manufacturing facility; and

     -  Other actions which take into consideration duplicate capacity and other
        synergies including purchasing and supply chain management, research and
        development and selling, general and administrative functions related to
        Case's operations.

     In 2000, CNH utilized $72 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above.

     In 2001, CNH utilized $91 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above which were reserved in 2000. In addition, CNH reversed $19 million of
costs related to closing/selling/downsizing existing facilities to goodwill, as
the cost to exit certain facilities was lower than anticipated.

     The following table sets forth the CNH activities for the years ended
December 31, 1999, 2000 and 2001 under the Case Purchase Accounting
Restructuring Program (in millions):

<Table>
<Caption>
                                                                       1999 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1998        ADDITIONS    UTILIZED*    ESTIMATES         1999
                                            ------------    ---------    ---------    ----------    ------------
<S>                                         <C>             <C>          <C>          <C>           <C>
Severance and other employee-related
  costs...................................      $ --          $ 90         $  --         $ --           $ 90
                                                ----          ----         -----         ----           ----
       Total restructuring................      $ --          $ 90         $  --         $ --           $ 90
                                                ====          ====         =====         ====           ====
</Table>

<Table>
<Caption>
                                                                       2000 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1999        ADDITIONS    UTILIZED*    ESTIMATES         2000
                                            ------------    ---------    ---------    ----------    ------------
<S>                                         <C>             <C>          <C>          <C>           <C>
Severance and other employee-related
  costs...................................      $ 90          $ 78         $ (61)        $(39)          $ 68
Cost related to closing/selling/downsizing
  existing facilities.....................        --           185           (72)          --            113
Other costs...............................        --             1            --           --              1
                                                ----          ----         -----         ----           ----
       Total restructuring................      $ 90          $264         $(133)        $(39)          $182
                                                ====          ====         =====         ====           ====
</Table>

<Table>
<Caption>
                                                                       2001 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                2000        ADDITIONS    UTILIZED*    ESTIMATES         2001
                                            ------------    ---------    ---------    ----------    ------------
<S>                                         <C>             <C>          <C>          <C>           <C>
Severance and other employee-related
  costs...................................      $ 68          $ --         $ (50)        $(12)          $  6
Cost related to closing/selling/downsizing
  existing facilities.....................       113            --           (91)         (19)             3
Other costs...............................         1            --            --           --              1
                                                ----          ----         -----         ----           ----
       Total restructuring................      $182          $ --         $(141)        $(31)          $ 10
                                                ====          ====         =====         ====           ====
</Table>

------------
* Includes currency translation.

                                       F-22
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the Case Purchase Accounting Restructuring Program
reserve balance of $10 million at December 31, 2001, is adequate to carry out
the restructuring activities as outlined above, and CNH anticipates that all
actions will be completed by September 30, 2002. As prescribed under U.S. GAAP,
if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs," or in the applicable balance sheets as an adjustment to
goodwill, as appropriate. All actions recorded in the Case Purchase Accounting
Restructuring Program have been completed and there are no unresolved activities
except for the remaining payments as indicated above. All additional
restructuring actions relating to Case locations or employees will be recorded
as restructuring and other merger related costs under the CNH Merger Integration
Program. CNH expects to fund the remaining cash requirements of the Case
Purchase Accounting Restructuring Program with cash flows from operations and
additional borrowings under its credit facilities.

     CNH MERGER INTEGRATION PROGRAM

     During 2000, CNH recorded $157 million in restructuring and other merger
related costs related to the CNH Merger Integration Program, which did not
qualify for purchase accounting treatment. These restructuring and other merger
related costs primarily relate to severance and other employee-related costs,
writedown of assets, loss on the sale of assets and businesses, costs related to
closing, selling, downsizing existing facilities and other merger related costs.
During 2001, CNH recorded an additional $122 million in restructuring and other
merger related costs related to the CNH Merger Integration Program. These
restructuring and other merger related costs primarily relate to severance and
other employee-related costs, costs related to closing, selling, downsizing
existing facilities and other merger related costs.

     The severance and other employee-related costs reserved for in 2000
amounted to $43 million and relate to severance costs required to reduce CNH
headcount by approximately 2,100 employees as identified in the CNH Merger
Integration Plan. CNH is eliminating administrative and back office personnel,
as well as manufacturing personnel in the facilities that CNH will close or
downsize. These termination accruals include the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also include costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, CNH expended $31 million of termination payments related to
severance and other employee-related costs. As of December 31, 2000, CNH had
terminated approximately 400 employees related to the CNH Merger Integration
Program.

     During 2001, CNH reserved for an additional $74 million and expended $40
million relating to severance and other employee-related costs. As of December
31, 2001, CNH had terminated approximately 1,900 employees related to the CNH
Merger Integration Program.

     Reserves for the writedown of assets, loss on the sale of assets and
businesses, and costs related to closing, selling, and downsizing existing
facilities, of $18 million in 2001 and $79 million in 2000, were taken due to
required divestitures, excess capacity and duplicate facilities, and primarily
relate to the following actions of the CNH Merger Integration Program:

     -  Sale of CNH's New Holland Laverda combine harvester product line
        (excluding hillside models) and the Breganze, Italy facility in which
        they are made;

     -  Sale of CNH's New Holland Versatile, Genesis and G/70 series four-wheel
        and two-wheel drive tractor lines, together with the Winnipeg, Canada,
        plant in which they are made;

                                       F-23
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     -  Closure of CNH's administrative offices in Brentford, United Kingdom;

     -  Rationalization of the crawler excavator product line produced at the
        Crepy, France facility;

     -  Transfer production of the loader/backhoe product line produced at the
        Crepy, France facility to the Imola, Italy facility;

     -  Outsourcing of various components produced at the Burlington, Iowa
        facility; and

     -  Other actions which take into consideration duplicate capacity and other
        synergies including purchasing and supply chain management, research and
        development and selling, general and administrative functions related to
        CNH's operations.

     As management approves and commits CNH to a restructuring action, CNH
determines the assets that will be disposed in the restructuring actions and
calculates an impairment loss by writing down the assets to the lower of their
carrying amount or fair market value less the cost to sell. The fair market
value of the assets is determined as the amount at which the asset could be
bought or sold in a current transaction between willing parties. All of the
asset impairments recorded by CNH were related to assets to be disposed of, and
all of these assets have been disposed of at December 31, 2001. The impairment
charges amounted to $15 million and $19 million in 2001 and 2000, respectively.
Exit cost liabilities of $3 million and $60 million were accrued in 2001 and
2000, respectively. CNH utilized $37 million and $9 million of these exit cost
liabilities in 2001 and 2000, respectively. In addition, CNH reversed $15
million of these exit cost liabilities in 2001 to restructuring and other merger
related costs as the cost to exit certain facilities was lower than anticipated.
These activities are included within writedown of assets, loss on sale of assets
and business and costs related to closing/selling/downsizing existing facilities
on the accompanying tables.

     The other merger related costs of $15 million and $28 million for the years
ended December 31, 2001 and 2000, respectively, relate to incremental costs
incurred by CNH in conjunction with the merger integration activities at CNH.
These costs are classified as "Restructuring and other merger related costs" in
the accompanying statements of operations. These expenses consist primarily of
consulting expenses, systems integration expenses and employee relocation
expenses.

                                       F-24
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth the CNH activities for the years ended
December 31, 2000 and 2001, under the CNH Merger Integration Program (in
millions):

<Table>
<Caption>
                                                                       2000 ACTIVITY
                                           ---------------------------------------------------------------------
                                            BALANCE AT                                               BALANCE AT
                                           DECEMBER 31,                  RESERVES     CHANGES IN    DECEMBER 31,
                                               1999        ADDITIONS    UTILIZED*     ESTIMATES         2000
                                           ------------    ---------    ----------    ----------    ------------
<S>                                        <C>             <C>          <C>           <C>           <C>
Severance and other employee-related
  costs..................................      $--           $ 43         $ (31)         $ --           $12
Writedown of assets......................       --             12           (12)           --            --
Loss on sale of assets and businesses....       --              7            (7)           --            --
Cost related to
  closing/selling/downsizing existing
  facilities.............................       --             60            (9)           --            51
Other restructuring costs................       --              7            (1)           --             6
Other merger related costs...............       --             28           (28)           --            --
                                               ---           ----         -----          ----           ---
       Total restructuring...............      $--           $157         $ (88)         $ --           $69
                                               ===           ====         =====          ====           ===
</Table>

<Table>
<Caption>
                                                                       2001 ACTIVITY
                                           ---------------------------------------------------------------------
                                            BALANCE AT                                               BALANCE AT
                                           DECEMBER 31,                  RESERVES     CHANGES IN    DECEMBER 31,
                                               2000        ADDITIONS    UTILIZED*     ESTIMATES         2001
                                           ------------    ---------    ----------    ----------    ------------
<S>                                        <C>             <C>          <C>           <C>           <C>
Severance and other employee-related
  costs..................................      $12           $ 74         $ (40)         $ --           $46
Cost related to
  closing/selling/downsizing existing
  facilities.............................       51             18           (52)          (15)            2
Other restructuring costs................        6             15            (2)           (3)           16
Other merger related costs...............       --             15           (15)           --            --
                                               ---           ----         -----          ----           ---
       Total restructuring...............      $69           $122         $(109)         $(18)          $64
                                               ===           ====         =====          ====           ===
</Table>

------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the CNH Merger Integration Program reserve balance of
$64 million at December 31, 2001, is adequate to carry out the restructuring
activities as outlined above, and CNH anticipates that all actions will be
completed by December 31, 2002. Costs relating to the majority of these actions
will be expended through the third quarter of 2002. As prescribed under U.S.
GAAP, if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs." CNH expects to fund the cash requirements of the CNH
Merger Integration Program with cash flows from operations and additional
borrowings under CNH's credit facilities.

NOTE 5: INVENTORIES

     Inventories consist of the following (in millions):

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                                ------------------
                                                                 2001       2000
                                                                -------    -------
<S>                                                             <C>        <C>
Raw materials...............................................    $   270    $   341
Work-in-process.............................................        244        301
Finished goods..............................................      1,690      1,732
                                                                -------    -------
  Total inventories.........................................    $ 2,204    $ 2,374
                                                                =======    =======
</Table>

                                       F-25
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6: PROPERTY, PLANT AND EQUIPMENT

     A summary of property, plant and equipment is as follows (in millions):

<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
    <S>                                                             <C>        <C>
    Land, buildings and improvements............................    $   564    $   760
    Plant and machinery.........................................      1,678      1,529
    Other equipment.............................................        274        235
    Construction in progress....................................        145        177
                                                                    -------    -------
                                                                      2,661      2,701
    Accumulated depreciation....................................     (1,307)    (1,227)
                                                                    -------    -------
      Net property, plant and equipment.........................    $ 1,354    $ 1,474
                                                                    =======    =======
</Table>

     Depreciation expense totaled $207 million, $243 million and $141 million
for the years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 7: EQUIPMENT ON OPERATING LEASES

     A summary of Financial Services' equipment on operating leases is as
follows (in millions):

<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
    <S>                                                             <C>        <C>
    Equipment on operating leases...............................    $   738    $   741
    Accumulated depreciation....................................       (126)       (98)
                                                                    -------    -------
      Net equipment on operating leases.........................    $   612    $   643
                                                                    =======    =======
</Table>

     Depreciation expense totaled $92 million, $78 million and $18 million for
the years ended December 31, 2001, 2000 and 1999, respectively.

     Lease payments owed to CNH for equipment under non-cancelable operating
leases as of December 31, 2001, are as follows (in millions):

<Table>
<Caption>
                                                      AMOUNT
                                                      ------
<S>                                                   <C>
2002..............................................     $118
2003..............................................       87
2004..............................................       43
2005..............................................       22
2006..............................................        5
2007 and thereafter...............................       --
                                                       ----
Total.............................................     $275
                                                       ====
</Table>

                                       F-26
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8: INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES

     A summary of investments in unconsolidated subsidiaries and affiliates is
as follows (in millions):

<Table>
<Caption>
                                                                DECEMBER 31,
                                                                ------------
                                                                2001    2000
                                                                ----    ----
<S>                                                             <C>     <C>
Investments using:
  Equity method.............................................    $249    $275
  Cost method...............................................      17       7
                                                                ----    ----
       Total................................................    $266    $282
                                                                ====    ====
</Table>

     At December 31, 2001, investments accounted for using the equity method
primarily include interests CNH has in various ventures in the United States,
Turkey, Mexico, Japan and Pakistan.

     In addition, CNH has various ownership interests in dealer development
companies. Dealer development companies are legal entities in North America
through which approved dealer candidates purchase a CNH dealership over a fixed
period of years.

NOTE 9: SHORT-TERM DEBT

     CNH has various lines of credit and liquidity facilities that include
borrowings under both committed credit facilities and uncommitted lines of
credit and similar agreements. CNH also has the ability to issue commercial
paper in the United States and Australia. Under the terms of CNH's commercial
paper programs, the principal amount of the commercial paper outstanding,
combined with the amounts outstanding under the committed credit facilities,
cannot exceed the total amount available under the committed credit facilities.

     CNH has historically obtained, and may continue to obtain, a significant
portion of its external financing from Fiat, on terms that CNH believes are at
least as favorable as those available from unaffiliated third parties. The debt
owed by CNH to Fiat is unsecured. In 2001, CNH paid a guarantee fee of between
0.0625% per annum and 0.125% per annum on the average amount outstanding under
facilities guaranteed by Fiat. Fiat has agreed to maintain its existing treasury
and debt financing arrangements with CNH for as long as it maintains control of
CNH and, in any event, until December 31, 2004. After that time, Fiat has
committed that it will not terminate CNH's access to these financing
arrangements without affording CNH an appropriate time period to develop
suitable substitutes.

                                       F-27
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes our credit facilities at December 31, 2001
(in millions):

<Table>
<Caption>
                                                   MATURITY    AMOUNT    DRAWN     AVAILABLE    GUARANTOR
                                                   --------    ------    ------    ---------    ---------
<S>                                                <C>         <C>       <C>       <C>          <C>
Committed Lines
Revolving credit facility with third party.......     2005     $1,800    $    0     $1,800        Fiat
Revolving credit facility with Fiat affiliate....  2002-03      1,000     1,000          0
Revolving credit facility with third party.......     2004        500       500          0        Fiat
Credit facilities with third parties shared with
  some Fiat subsidiaries.........................  2002-03        420         0        420        Fiat
Credit facilities with third parties.............  2002-04        250         0        250        Fiat
Other committed lines............................  various        716       615        101
                                                               ------    ------     ------
  Total committed lines..........................               4,686     2,115      2,571
Uncommitted lines................................  various      1,556     1,286        270
Asset-backed commercial paper liquidity
  facilities.....................................               1,424       483        941
                                                               ------    ------     ------
  Total credit facilities........................              $7,666    $3,884     $3,782
                                                               ======    ======     ======
  Credit facilities with Fiat affiliates or
     guaranteed by Fiat affiliates...............  various     $3,970    $1,500     $2,470
</Table>

     A summary of short-term debt is as follows (in millions):

<Table>
<Caption>
                                                                    DECEMBER 31,
                                                                  ----------------
                                                                   2001      2000
                                                                  ------    ------
    <S>                                                           <C>       <C>
    Equipment Operations
      Credit agreements*........................................  $  670    $  857
      Commercial paper..........................................      --       104
      Short-term debt with Fiat affiliates......................   1,373     1,568
      Short-term debt payable to Financial Services.............     344       195
                                                                  ------    ------
              Total short-term debt - Equipment Operations......   2,387     2,724
                                                                  ------    ------
    Financial Services
      Credit agreements*........................................     217       436
      Commercial paper..........................................      --       546
      Asset-backed commercial paper liquidity facility..........     483       200
      Short-term debt with Fiat affiliates......................     474       475
      Short-term debt payable to Equipment Operations...........     524       576
                                                                  ------    ------
              Total short-term debt - Financial Services........   1,698     2,233
                                                                  ------    ------
    Less intersegment short-term debt...........................    (868)     (771)
                                                                  ------    ------
    Total short-term debt.......................................  $3,217    $4,186
                                                                  ======    ======
</Table>

------------
* The credit agreements for both Equipment Operations and Financial Services
  include borrowings under both committed credit facilities and uncommitted
  lines of credit and similar arrangements.

  The weighted-average interest rates on consolidated short-term debt at
December 31, 2001 and 2000, were 3.58% and 6.82%, respectively. The average rate
is calculated utilizing the actual rates at December 31, 2001 and 2000 weighted
by the amount of the outstanding borrowings of each debt instrument.

  Borrowings under nonaffiliated third party revolving credit facilities bear
interest at: (1) EURIBOR, plus an applicable margin; (2) LIBOR, plus an
applicable margin; or (3) banker's bills of acceptance rates, plus an applicable
margin.

                                       F-28
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The applicable margin on third party debt depends upon:

         -  the initial maturity of the facility/credit line;

         -  the rating of short-term/long-term unsecured debt at the time the
            facility/credit line is negotiated; in cases where Fiat provides a
            guarantee, the margin negotiated reflects Fiat's credit standing at
            the time the facility/credit line was arranged;

         -  the extent of overcollateralization, in the case of receivables
            warehouse facilities; and

         -  the level of availability of credit lines for CNH in different
            jurisdictions.

     The applicable margin for related party debt is based on Fiat intercompany
borrowing and lending rates applied to all of its affiliates. These rates are
determined by Fiat on the basis of its cost of funding for debt of different
maturities. As Fiat's creditworthiness has been consistently and significantly
better than that of CNH, the cost of the related party debt has been lower than
the corresponding rates that CNH could have been required to pay to unaffiliated
third parties providing similar financing arrangements.

     The range of applicable margins in 2001 has been between 0.25% and 1.21%.

     Borrowings against asset-backed commercial paper liquidity facilities bear
interest at prevailing commercial paper rates. Borrowings may be obtained in
U.S. Dollars and certain other foreign currencies. Certain of CNH's revolving
credit facilities contain contingent requirements in respect of the maintenance
of financial conditions and impose some restrictions in respect of new liens on
assets and changes in ownership of certain subsidiaries. At December 31, 2001,
CNH was in compliance with all debt covenants. The nonaffiliated third party
committed credit facilities generally provide for facility fees on the total
commitment, whether used or unused, and also provide for annual agency fees to
the administrative agents for the facilities.

                                       F-29
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10: LONG-TERM DEBT

     A summary of long-term debt is as follows (in millions):

<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
    <S>                                                             <C>        <C>
    Equipment Operations
    Public Notes:
      Payable in 2003, interest rate of 6.25%...................    $   279    $   291
      Payable in 2005, interest rate of 7.25%...................        248        273
      Payable in 2016, interest rate of 7.25%...................        275        288
    Third Party Secured Loans:
      Payable in 2007, interest rate of 3.91%...................        129         --
      Payable in 2007, interest rate of 3.92%...................         11         --
      Payable in 2008, interest rate of 3.85%...................         81         --
    Notes with Fiat affiliates:
      Payable in 2002, interest rate of 7.01%...................        600        600
      Payable in 2003, interest rate of 7.71%...................        400        400
      Payable in 2003, interest rate of 3.95%...................        199         --
      Payable in 2003, interest rate of 4.69%...................        200         --
      Payable in 2003, interest rate of 4.69%...................        100         --
      Payable in 2004, interest rate of 7.92%...................        400        400
      Payable in 2005, interest rate of 7.81%...................        600        600
      Payable in 2006, interest rate of 3.37%...................        450         --
      Payable in 2006, interest rate of 3.46%...................        550         --
      Other affiliated notes, weighted average interest rate of
        4.55% and 5.61%, respectively...........................        120        133
    Other debt..................................................        214         81
                                                                    -------    -------
                                                                      4,856      3,066
      Less-current maturities...................................       (637)      (124)
                                                                    -------    -------
             Total long-term debt -- Equipment Operations.......      4,219      2,942
                                                                    -------    -------
    Financial Services
    Public Notes:
      Payable in 2001, interest rate of 6.13%...................         --         99
      Payable in 2002, interest rate of 6.15% and 6.22%,
        respectively............................................        140        998
      Payable in 2003, interest rate of 6.13%...................        191        196
      Payable in 2007, interest rate of 6.75%...................        144        143
    Notes payable in 2002, interest rate of 2.48% and 6.17%,
      respectively..............................................         82         82
    Long-term portion of borrowings under committed revolving
      credit facility, weighted-average interest rate of 2.40%
      and 6.25%, respectively...................................        500        500
    Long-term debt with Fiat affiliates, weighted-average
      interest rate of 4.22% and 5.67%, respectively............        424        252
    Intersegment debt with Equipment Operations, interest rate
      of 3.86% and 6.54%, respectively..........................      1,112         14
    Other debt..................................................        309        203
                                                                    -------    -------
                                                                      2,902      2,487
      Less -- current maturities................................       (424)    (1,525)
                                                                    -------    -------
             Total long-term debt -- Financial Services.........      2,478        962
      Less long-term debt payable to Equipment Operations.......     (1,112)       (14)
                                                                    -------    -------
             Total long-term debt...............................    $ 5,585    $ 3,890
                                                                    =======    =======
</Table>

                                       F-30
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A summary of the minimum annual repayments of long-term debt, less current
maturities of long-term debt, as of December 31, 2001, are as follows (in
millions):

<Table>
<Caption>
                                                         AMOUNT
                                                         ------
<S>                                                      <C>
  2003.................................................  $1,598
  2004.................................................   1,140
  2005.................................................     957
  2006.................................................   1,347
  2007 and thereafter..................................     543
                                                         ------
          Total........................................  $5,585
                                                         ======
</Table>

     In November 1997, CNH issued 10 billion Yen of medium-term notes maturing
in October 2002. The notes are guaranteed by a subsidiary of Fiat and bear
interest based upon the Japanese LIBOR rate. Simultaneously with the issuance of
the notes, CNH entered into an interest rate and currency swap that fixed the
amount payable at $82 million, on which interest is payable based on the U.S.
Dollar LIBOR rate. The interest rate at December 31, 2001 and 2000 is 2.48% and
6.17%, respectively.

NOTE 11: PRINCIPAL SHAREHOLDER'S ADVANCE TO CAPITAL

     On November 12, 1999, Fiat Netherlands Holding N.V., the majority
shareholder of CNH, contributed $1,400 million to CNH in the form of an advance
to capital to partially finance the merger of New Holland and Case. On June 30,
2000, Fiat Netherlands Holding N.V. received 127,918,782 CNH common shares, or
the number of shares that it could have purchased with $1,400 million at $10.94
per share, a price determined by averaging the daily closing prices (after
excluding the highest and lowest prices) of CNH common shares on the New York
Stock Exchange during the 20 trading days immediately preceding June 30, 2000.
The Board of Directors of CNH approved and CNH paid a discretionary return to
Fiat Netherlands Holding N.V. on its advance to capital of $56 million, an
annual rate of 6.25%.

NOTE 12: SHARE RIGHTS OFFERING

     Shareholders of record as of June 30, 2000 were eligible to purchase
1.2021154 shares for every one share of common stock that they owned at a price
of $10.94 per share. On August 11, 2000, CNH issued 30,048 common shares through
the share rights offering.

NOTE 13: SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

     As of December 31, 2001, CNH has 444,444,460 authorized common shares, of
which 277,683,830 shares were issued and 277,100,298 shares were outstanding. As
of December 31, 2001, CNH has 583,532 treasury shares which represent
cancellations of restricted shares under the CNH Equity Incentive Plan.

                                       F-31
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     During the last three years, changes in CNH common shares issued were as
follows:

<Table>
<Caption>
                                                   YEAR ENDED DECEMBER 31
                                               ------------------------------
                                                 2001       2000       1999
                                               --------   --------   --------
                                               (SHARES ISSUED, IN THOUSANDS)
<S>                                            <C>        <C>        <C>
Issued as of beginning of year..............   277,684    149,660    149,000
Issuances of CNH Common Shares:
  CNH Equity Incentive Plan.................        --         75        660
  Conversion of advance to capital..........        --    127,919         --
  Share rights offering.....................        --         30         --
                                               -------    -------    -------
     Issued as of end of year...............   277,684    277,684    149,660
                                               =======    =======    =======
</Table>

     A dividend of $0.10 per common share, totaling $28 million, was declared
and paid during 2001. Dividends of $0.55 per common share, totaling $82 million,
were declared and paid in each of the years 2000 and 1999.

     ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The components of accumulated other comprehensive income (loss) are as
follows (in millions):

<Table>
<Caption>
                                                               DECEMBER 31,
                                                              --------------
                                                              2001     2000
                                                              -----    -----
<S>                                                           <C>      <C>
Cumulative translation adjustment.........................    $(507)   $(398)
Minimum pension liability adjustment, net of taxes ($89
  million and $0, respectively)...........................     (119)      (1)
Deferred gains (losses) on derivative financial
  instruments, net of taxes ($12 million and $0,
  respectively)...........................................      (20)      --
                                                              -----    -----
     Total................................................    $(646)   $(399)
                                                              =====    =====
</Table>

     CNH OUTSIDE DIRECTORS' COMPENSATION PLAN

     In 1999, CNH established the CNH Global N.V. Outside Directors'
Compensation Plan ("CNH Directors' Plan"). As amended, the CNH Directors' Plan
provides for (1) the payment of an annual retainer fee and committee chair fee
(collectively, the "Annual Fees") to independent outside members of the Board in
the form of common shares of CNH; (2) an annual grant of options to purchase
common shares of CNH; (3) an opportunity to receive up to 50% of their Annual
Fees in cash; and (4) an opportunity to convert all or a portion of their Annual
Fees into stock options. The exercise prices of all options granted under the
CNH Directors' Plan are equal to or greater than the fair market value of CNH
common shares on the respective grant dates. There are one million common shares
reserved for issuance under this plan. Exercise prices for options outstanding
under the CNH Directors' Plan at December 31, 2001 ranged from $5.25 to $15.41.
The remaining weighted average contractual life of the options issued pursuant
to the CNH Directors' Plan is approximately nine years. As of December 31, 2001,
there were 758,429 common shares available for issuance

                                       F-32
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

under the CNH Directors' Plan. During the last three years, changes in shares
subject to issuance under stock option were as follows:

<Table>
<Caption>
                                                      FOR THE YEARS ENDED DECEMBER 31,
                                         -----------------------------------------------------------
                                                2001                 2000                1999
                                         ------------------   ------------------   -----------------
                                                   EXERCISE             EXERCISE            EXERCISE
                                         SHARES     PRICE*    SHARES     PRICE*    SHARES    PRICE
                                         -------   --------   -------   --------   ------   --------
<S>                                      <C>       <C>        <C>       <C>        <C>      <C>
Outstanding at beginning of year.......  120,757    $11.85     18,750    $15.41        --       N/A
  Granted..............................  142,277      6.04    102,007     11.19    18,750    $15.41
  Forfeited............................  (21,463)    12.09         --       N/A        --       N/A
                                         -------              -------              ------
Outstanding at end of year.............  241,571      8.40    120,757     11.85    18,750     15.41
                                         =======              =======              ======
Exercisable at end of year.............  159,071      7.73     64,507     10.72        --       N/A
                                         =======              =======              ======
</Table>

------------
* Weighted-average

     The following table summarizes the outstanding stock options at December
31, 2001:

<Table>
<Caption>
                                                   OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                                        -----------------------------------------   ----------------------
                                          SHARES      WEIGHTED AVERAGE   EXERCISE     SHARES      EXERCISE
RANGE OF EXERCISE PRICE                 OUTSTANDING   CONTRACTUAL LIFE    PRICE*    EXERCISABLE    PRICE*
-----------------------                 -----------   ----------------   --------   -----------   --------
<S>                                     <C>           <C>                <C>        <C>           <C>
$ 5.25- 8.00..........................    142,277        9.5 years        $ 6.04      104,777      $ 6.20
$ 8.01-11.25..........................     42,333        8.6 years        $10.28       42,333      $10.28
$11.26-15.41..........................     56,961        8.3 years        $12.92       11,961      $12.13
</Table>

------------
* Weighted-average

     CNH EQUITY INCENTIVE PLAN

     In 1999, CNH established the CNH Equity Incentive Plan ("CNH EIP"). As
amended, the CNH EIP provides for grants of various types of awards to officers
and employees of CNH and its subsidiaries. There are 28 million common shares
reserved for issuance under this plan. Certain options vest ratably over three
or four years from the award date, while certain performance-based options vest
subject to the attainment of specified performance criteria. Such
performance-based options vest no later than seven years from the award date.
All options expire after ten years. As of December 31, 2001, there were two
separate awards of options under the CNH EIP with exercise prices of $6.34 and
$13.77 that had remaining weighted average contractual lives of approximately
ten and eight years, respectively. Prior to 2001, the exercise prices of all
options granted under the CNH EIP were equal to or greater than the fair market
value of CNH common shares on the respective grant dates. During 2001, CNH
granted stock options with an exercise price less than the quoted market price
of CNH stock at the date of grant. The 2001 exercise price was based upon the
average official price on the New York Stock Exchange during the thirty-day
period preceding the date of grant. The $3,729,600 of compensation cost related
to the 2001 award has been deferred and is being charged to expense over the
four-

                                       F-33
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

year service period of the related options. During the last three years, changes
in shares subject to issuance under stock option were as follows:

<Table>
<Caption>
                                                   FOR THE YEARS ENDED DECEMBER 31,
                                  -------------------------------------------------------------------
                                          2001                   2000                    1999
                                  --------------------   ---------------------   --------------------
                                              EXERCISE                EXERCISE               EXERCISE
                                   SHARES      PRICE*      SHARES      PRICE*     SHARES      PRICE
                                  ---------   --------   ----------   --------   ---------   --------
<S>                               <C>         <C>        <C>          <C>        <C>         <C>
Outstanding at beginning of
  year..........................  5,201,937    $13.77     5,291,050    $13.77           --       N/A
  Granted.......................  5,328,000      6.34     2,299,500     13.77    5,291,050    $13.77
  Forfeited.....................   (994,025)    12.75    (2,388,613)    13.77           --       N/A
                                  ---------              ----------              ---------
Outstanding at end of year......  9,535,912      9.73     5,201,937     13.77    5,291,050     13.77
                                  =========              ==========              =========
Exercisable at end of year......  1,777,927     13.77       621,168     13.77           --       N/A
                                  =========              ==========              =========
</Table>

---------------
* Weighted-average

     Under the CNH EIP, shares may also be granted as restricted shares. CNH
establishes the period of restriction for each award and holds the stock during
the restriction period. Certain restricted shares vest over six months to seven
years, while certain performance-based restricted shares vest subject to the
attainment of specified performance criteria. Such performance-based restricted
shares vest no later than seven years from the award date. For the years ended
December 31, 2000 and 1999, 75,000 and 660,000 restricted shares, respectively,
were awarded at no cost to employees, at weighted-average values of $12.81 and
$11.94, respectively. No restricted shares were awarded during 2001. At December
31, 2001, restricted common shares outstanding totaled 33,600 shares.

     As of December 31, 2001, there were 18,312,620 common shares available for
issuance under the CNH EIP.

     FIAT STOCK OPTION PROGRAM

     Certain employees of CNH are eligible to participate in stock option plans
of Fiat ("Fiat Plans") whereby participants are granted options to purchase
ordinary shares of Fiat ("Fiat Shares"). The number of options granted to CNH
employees to purchase Fiat Shares was 222,000, 67,500 and 23,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. The exercise price, as
determined by the average official price of Fiat Shares on the Italian Stock
Exchange during the twenty-day period preceding the date of grant, was E28.45,
E30.63 and E18.00 for the options granted under the Fiat Plans in 2001, 2000 and
1999, respectively. These exercise prices as compared to the actual prices of
Fiat Shares on the date of grant of E29.30, E33.46 and E18.06 in 2001, 2000 and
1999, respectively, were not significantly different and did not result in a
material amount of compensation expense under these plans. The 2001 and 2000
options vest ratably over a four year period and 1999 options vest ratably over
a three year period. All options under the Fiat Plans expire eight years after
the grant date.

     SFAS NO. 123 DISCLOSURE

     CNH has retained the intrinsic value method of accounting for stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." For disclosure purposes only under
SFAS No. 123, "Accounting for Stock-Based Compensation," the Black-Scholes
pricing model was used to calculate the "fair value" of stock options. Based on
this model, the weighted-average fair values of stock options awarded during
2001 were $2.48 and $2.94 per option for the CNH Directors' Plan and the CNH
EIP, respectively. Based on this model, the weighted-average fair values

                                       F-34
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of stock options awarded during 2000 were $4.83 and $3.43 per option for the CNH
Directors' Plan and the CNH EIP, respectively. The weighted-average fair values
of stock options awarded during 1999 were $5.12 and $3.58 per option for the CNH
Directors' Plan and the CNH EIP, respectively.

     Pro forma net income (loss) and earnings (loss) per share assuming the fair
value of accounting for stock-based compensation as prescribed under SFAS No.
123, are as follows:

<Table>
<Caption>
                                            2001     2000    1999
                                           ------   ------   -----
<S>                                        <C>      <C>      <C>
Net income (loss) to common (in
  millions):
  As reported............................  $ (332)  $ (381)  $ 148
  Pro Forma..............................  $ (336)  $ (384)  $ 148
Net income (loss) to common assuming
  dilution* (in millions):
  As reported............................  $ (332)  $ (381)  $ 160
  Pro Forma..............................  $ (336)  $ (384)  $ 160
Basic earnings (loss) per share:
  As reported............................  $(1.20)  $(1.79)  $0.99
  Pro Forma..............................  $(1.21)  $(1.80)  $0.99
Diluted earnings (loss) per share:
  As reported............................  $(1.20)  $(1.79)  $0.97
  Pro Forma..............................  $(1.21)  $(1.80)  $0.97
</Table>

------------
* No effect in 2001 and 2000 as impact is antidilutive.

     The weighted-average assumptions used under the Black-Scholes pricing model
were as follows:

<Table>
<Caption>
                                                       CNH
                                                    DIRECTORS'    CNH
                                                       PLAN       EIP
                                                    ----------    ----
<S>                                                 <C>           <C>
2001 Assumptions:
  Risk-free interest rate.......................        4.3%       4.1%
  Dividend yield................................        1.5%       1.5%
  Stock price volatility........................       47.0%      47.0%
  Option life (years)...........................        5.0        4.5
2000 Assumptions:
  Risk-free interest rate.......................        5.1%       5.1%
  Dividend yield................................        0.9%       0.9%
  Stock price volatility........................       46.0%      46.0%
  Option life (years)...........................        5.0        5.0
1999 Assumptions:
  Risk-free interest rate.......................        6.3%       6.5%
  Dividend yield................................        4.0%       4.0%
  Stock price volatility........................       43.0%      43.0%
  Option life (years)...........................        5.0        5.4
</Table>

NOTE 14: ACCOUNTS AND NOTES RECEIVABLE

        Wholesale notes and accounts arise primarily from the sale of wholegoods
to dealers and distributors. Under the standard terms of the wholesale
receivable agreements, these receivables typically have interest-free periods of
up to twelve months and stated original maturities of up to twenty-four months,
with repayment accelerated upon the sale of the underlying equipment by the
dealer. After the expiration of any interest-free

                                       F-35
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

period, interest is charged to dealers on outstanding balances until payment is
received by CNH. The interest-free periods are determined based on the type of
equipment sold and the time of year of the sale. Interest rates are set based on
market factors and the prime rate or LIBOR. CNH evaluates and assesses dealers
on an ongoing basis as to their creditworthiness.

     CNH provides and administers financing for retail purchases of new and used
equipment sold through its dealer networks. CNH purchases retail installment
sales, loan and finance lease contracts from its dealers. The terms of retail
and other notes and finance leases generally range from two to six years, and
interest rates on retail and other notes and finance leases vary depending on
prevailing market interest rates and certain incentive programs offered by CNH.

     A summary of accounts and notes receivables is as follows (in millions):

<Table>
<Caption>
                                                                DECEMBER 31,
                                                              -----------------
                                                               2001      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Wholesale notes and accounts................................  $ 2,734   $ 2,096
Retail and other notes and finance leases...................    3,026     3,461
Other.......................................................      700       862
                                                              -------   -------
     Total receivables......................................    6,460     6,419
Less -- Allowance for doubtful accounts.....................     (300)     (269)
Less -- Current portion.....................................   (4,010)   (3,637)
                                                              -------   -------
     Total long-term receivables, net.......................  $ 2,150   $ 2,513
                                                              =======   =======
</Table>

     Maturities of long-term receivables as of December 31, 2001, are estimated
as follows (in millions):

<Table>
<Caption>
                                                              AMOUNT
                                                              ------
<S>                                                           <C>
2003........................................................  $  827
2004........................................................     575
2005........................................................     370
2006........................................................     205
2007 and thereafter.........................................     173
                                                              ------
     Total long-term receivables, net.......................  $2,150
                                                              ======
</Table>

     It has been CNH's experience that substantial portions of retail
receivables are repaid before their contractual maturity dates. As a result, the
above table is not to be regarded as a forecast of future cash collections.

     Wholesale, retail and finance lease receivables have significant
concentrations of credit risk in the agricultural and construction business
sectors, 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.

     WHOLESALE RECEIVABLES SECURITIZATIONS

     CNH sells wholesale receivables on a revolving basis to privately
structured securitization facilities. The receivables are initially sold to
wholly-owned bankruptcy remote special purpose entities ("SPEs"), which are
consolidated by CNH, but legally isolate the receivables from the creditors of
CNH. These transactions are utilized as an alternative to the issuance of debt
and allow CNH to realize a lower cost of funds due to the asset-backed nature of
the receivables and the credit enhancements offered to investors.

                                       F-36
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Upon the sale of additional receivables, receivables are removed from the
balance sheet and proceeds are received for the difference between the
receivables sold and the undivided interests in receivables that are required to
be retained by CNH. In the event of a reduction in the receivables pool sold
caused by charge-offs, the investors in the facility have recourse against our
retained interests in the sold receivables. These retained interests fluctuate
with the size of the sold portfolio as they are specified as percentages of the
sold receivables. Investors have no recourse to CNH in excess of these retained
interests. CNH continues to service the sold receivables and receives a fee,
which approximates the fair value of the servicing obligation.

     These facilities consist of a 364-day, $400 million facility that is
renewable annually (most recently in March 2002) at the sole discretion of the
purchasers, a seven-year committed, $650 million non-renewable facility that
expires in October 2003 and a 364-day, C$325 million facility that is renewable
annually (most recently in April 2002) upon agreement of the parties. At
December 31, 2001, $1,037 million and C$303 million were outstanding under these
facilities.

     At December 31, 2001, $1,037 million and C$303 million were outstanding
under these facilities, consisting of $1,208 million and C$361 million of
wholesale receivables sold less CNH's retained undivided interests of $171
million and C$58 million. At December 31, 2000, $1,050 million and C$250 million
were outstanding under these facilities, consisting of $1,279 million and C$343
million of wholesale receivables sold less CNH's retained undivided interests of
$229 million and C$93 million. The retained interests provide recourse to
investors in the event of default and are recorded at cost, which approximates
fair value due to the short-term nature of the receivables, in "Accounts and
notes receivable" in the accompanying consolidated balance sheets.

     The cash flows between CNH and the facilities in 2001 and 2000 included:

<Table>
<Caption>
                                                      UNITED STATES         CANADA
                                                     ----------------    ------------
                                                      2001      2000     2001    2000
                                                     ------    ------    ----    ----
<S>                                                  <C>       <C>       <C>     <C>
Proceeds from new securitizations..................  $  115    $  195    $ 75    $150
Repurchase of receivables..........................     128        80      22      50
Proceeds from collections reinvested in the
  facilities.......................................   3,046     1,794     810     374
</Table>

     In addition to the securitizations described above, certain foreign
subsidiaries of CNH securitized or discounted receivables without recourse. For
the year ended December 31, 2001, $134 million of wholesale receivables were
sold of which $60 million remained outstanding under these programs. For the
year ended December 31, 2000, $489 million of wholesale receivables were sold of
which $187 million remained outstanding under these programs. CNH records a
discount each time receivables are sold to the counterparties in the facilities.
This discount, which reflects the difference between interest income earned on
the receivables sold and interest expense paid to investors in the facilities,
along with related transaction expenses, is computed at the then prevailing
market rates as stated in the sale agreement.

     At December 31, 2001 and 2000, certain subsidiaries of CNH sold with
recourse wholesale receivables totaling $530 million and $218 million,
respectively. The receivables sold are recorded in "Wholesale notes and
accounts" in the preceding summary of accounts and notes receivable and the
proceeds received from the sales are recorded as short-term debt as the
transactions do not meet the criteria for derecognition in a transfer of
financial assets.

     RETAIL RECEIVABLES SECURITIZATIONS

     In CNH's receivable asset securitization program, retail finance
receivables are sold by its wholly owned subsidiaries, Case Credit Corporation
and New Holland Credit Company, to limited purpose, bankruptcy-remote,
consolidated subsidiaries of CNH. In turn, these subsidiaries establish separate
trusts to which they

                                       F-37
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transfer the receivables in exchange for the proceeds from asset-backed
securities issued by the trusts. The trusts activities are limited to acquiring
the receivables, issuing asset-backed securities and making payments on the
securities.

     Due to the nature of the assets held by the trusts and the limited nature
of each trust's activities they are each classified as a qualifying special
purpose entity ("QSPE") under SFAS No. 14, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." In accordance
with SFAS No. 140, assets and liabilities of the QSPEs are not consolidated in
the Company's consolidated balance sheets.

     No recourse provisions exist that allow holders of the QSPEs' asset-backed
securities to put those securities back to CNH. Moreover, CNH does not guarantee
any securities issued by the QSPEs. CNH's exposure related to these QSPEs is
limited to the cash deposits held for the benefit of the QSPEs' investors and
the retained interests in the QSPEs, all of which are reported in CNH's
Consolidated Balance Sheets. The retained interests are generally subject to
similar prepayment and credit loss risks as the ownership of the underlying
receivables sold to the trusts. The QSPEs have a limited life and generally
terminate upon final distribution of amounts owed to investors or upon exercise
of a cleanup-call option by CNH, in its role as Servicer, when the servicing of
the sold contracts becomes burdensome. The QSPEs do not own stock of CNH or any
of its affiliates.

     CASE CREDIT CORPORATION

     Case Credit Corporation securitized retail notes with a net principal value
of $2.1 billion and $2.6 billion in 2001 and 2000, respectively. In 2001, $1.2
billion of the receivables sold were originated by Case Credit Corporation and
$0.9 billion were originated and sold to Case Credit Corporation at fair value
by New Holland Credit Company and New Holland Credit Company Canada, wholly
owned subsidiaries of CNH Global N.V. In 2000, $1.6 billion of the receivables
sold were originated by Case Credit Corporation and $1.0 billion were originated
and sold to Case Credit Corporation at fair value by New Holland Credit Company
and New Holland Credit Company Canada, wholly owned subsidiaries of CNH Global
N.V.

     CNH recognized gains on the sales of these receivables of $87 million and
$61 million in 2001 and 2000, respectively. These gains were calculated based on
comparing the fair value of the net proceeds received from the sale to the
allocated carrying value of assets sold. The allocated carrying value of assets
sold is determined by allocating the previous carrying amount of these assets to
the assets sold and the retained interests based on their relative fair values.

     In conjunction with these sales, Case Credit Corporation retains certain
interests in the sold receivables including interest-only strips, subordinated
tranches of ABS securities issued ("ABS certificates"), rights to service the
sold receivables and cash reserve accounts held in escrow. ABS certificates are
classified as held to maturity securities as they are not subject to prepayment
risk. These certificates are initially recorded at their allocated carrying
value as a component of "Other assets" in the accompanying consolidated balance
sheets. All other retained interests are also initially recorded at their
allocated carrying value as "Accounts and notes receivables" in the accompanying
balance sheets.

     Cash reserve accounts are created through the reduction of proceeds
received by Case Credit Corporation from sales to provide security to investors
in the event that cash collections from the receivables are not sufficient to
remit principal and interest payments on the securities. In 2001 and 2000, the
creation of new cash reserve accounts reduced proceeds from the sales of retail
receivables by $45 million and $57 million, respectively. Total cash reserve
escrow account balances were $172 million and $194 million at December 31, 2001
and 2000, respectively. Interest-only strips represent Case Credit Corporation's
retained interest in the interest collected on the securitized receivables in
excess of the interest paid to investors in the asset-backed

                                       F-38
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

securities. The fair value of the interest-only strip component of the retained
interests is determined based on the present value of future expected cash
flows. The key assumptions used in the present value calculations are credit
loss, prepayment and interest rates. These assumptions represent management's
best estimates of these rates based on current market conditions. As an
additional form of credit enhancement to investors, Case Credit Corporation
incurred a recourse liability of up to $19 million, which obligates Case Credit
Corporation to fund shortfalls in collections related to one of the
securitizations completed in 2000. No such form of credit enhancement to
investors was incurred related to securitizations completed in 2001.

     CNH services all securitized receivables and is entitled to receive a 1.00%
annual servicing fee as compensation for these services. Beginning in the third
quarter of 1999, CNH determined that this servicing fee exceeds the fair value
of the services provided and began to record a servicing asset. Servicing assets
recorded were $19 million and $18 million for 2001 and 2000, respectively, and
are included in "Finance and interest income" in the accompanying statements of
operations. These assets are amortized over the period in which CNH earns the
related servicing fees. Amortization of servicing assets was $14 million and $8
million in 2001 and 2000, respectively. The amortization is included in "Finance
and interest income" in the accompanying statements of operations. Total
servicing assets equaled $23 million and $18 million, which approximates fair
value at December 31, 2001 and 2000, respectively. The fair value of the
servicing asset is determined by discounting future cash flows based on current
discount and prepayment rate assumptions.

     Case Credit Corporation stratifies its servicing assets based on geographic
location and original term. As a result, Case Credit Corporation has two
categories of servicing assets as of December 31, 2001 and 2000. One category
consists of serviced assets located in the United States with 3 to 5 year
original terms, which amounted to $20 million and $15 million as of December 31,
2001 and 2000, respectively. The other category consists of serviced assets
located in Canada with 3 to 5 year original terms, which amounted to $3 million
as of December 31, 2001 and 2000.

     Case Credit Corporation is required to remit the cash collected on the
serviced portfolio to the investors within two business days. At December 31,
2001 and 2000, $26 million and $17 million, respectively, of unremitted cash
payable is included in "Accounts payable" in the accompanying balance sheets.

     Weighted average assumptions utilized in measuring the initial fair value
of retained interests for securitizations completed during 2001 and 2000 were as
follows:

<Table>
<Caption>
                                                                 U.S.             CANADA
                                                            --------------    --------------
                                                            2001     2000     2001     2000
                                                            -----    -----    -----    -----
<S>                                                         <C>      <C>      <C>      <C>
Constant prepayment rate................................    17.00%   17.00%   20.00%   20.00%
Annual credit loss rate.................................     0.87%    0.66%    1.00%    0.56%
Discount rate...........................................     3.75%    6.91%    3.87%    6.18%
Weighted average maturity in months.....................       22       23       21       19
</Table>

     Case Credit Corporation monitors the fair value of its retained interests
outstanding each period by discounting expected future cash flows based on
similar assumptions. The fair value is compared to the carrying value of the
retained interest and any excess of carrying value over fair value results in an
adjustment to the asset with a corresponding offset to earnings. These
differences are recorded in earnings as they are deemed to be unrecoverable.
Case Credit Corporation reduced the value of its retained interests by $76
million and $25 million in 2001 and 2000, respectively, based on this analysis,
with an expense charged to "Selling, general and administrative" expense in the
accompanying statements of operations. The primary cause of this reduction was
the continued increase in credit losses recognized related to sold notes and the
increase in the assumption used to estimate future credit losses.

                                       F-39
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Total losses incurred on CNH's serviced portfolio were $135 million and
$128 million in 2001 and 2000, respectively. The principal balance of accounts
with payments greater than 30 days delinquent was $343 million and $434 million,
which represented 7.7% and 8.2% of CNH's managed retail and other notes and
finance leases at December 31, 2001 and 2000, respectively.

     The significant assumptions used in estimating the fair values of retained
interests from sold receivables and the sensitivity of the current fair value to
immediate 10% and 20% adverse changes at December 31, 2001 and 2000 are as
follows:

      UNITED STATES

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)

<Table>
<Caption>
                                                   2001                             2000
                                      ------------------------------   ------------------------------
                                      DECEMBER 31,                     DECEMBER 31,
                                          2001        10%      20%         2000        10%      20%
                                       ASSUMPTION    CHANGE   CHANGE    ASSUMPTION    CHANGE   CHANGE
                                      ------------   ------   ------   ------------   ------   ------
<S>                                   <C>            <C>      <C>      <C>            <C>      <C>
Constant prepayment rate............      17.00%      $0.4    $ 0.9        17.00%      $0.4     $1.0
Annual credit loss rate.............       1.48%      $6.4    $12.6         0.60%      $2.7     $5.3
Discount rate.......................       3.12%      $0.0    $ 0.1         6.89%      $0.8     $1.7
Weighted-average remaining
  maturity..........................  17 months                        18 months
</Table>

<Table>
<Caption>
                                                                 RECEIVABLES SECURITIZED IN
                                                                ----------------------------
                                                                1998    1999    2000    2001
                                                                ----    ----    ----    ----
<S>                                                             <C>     <C>     <C>     <C>
Actual and expected static pool losses as of December 31,
  2001......................................................    2.71%   3.31%   2.43%   1.32%
Actual and expected static pool losses as of December 31,
  2000......................................................    2.09%   1.61%   1.11%
</Table>

      CANADA

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)

<Table>
<Caption>
                                               2001                                2000
                                 --------------------------------    --------------------------------
                                 DECEMBER 31,                        DECEMBER 31,
                                     2001         10%       20%          2000         10%       20%
                                  ASSUMPTION     CHANGE    CHANGE     ASSUMPTION     CHANGE    CHANGE
                                 ------------    ------    ------    ------------    ------    ------
<S>                              <C>             <C>       <C>       <C>             <C>       <C>
Constant prepayment rate.....        20.00%       $0.2      $0.3         20.00%       $0.2      $0.6
Annual credit loss rate......         1.10%       $0.8      $1.5          0.55%       $0.3      $0.6
Discount rate................         3.97%       $0.0      $0.0          6.15%       $0.1      $0.2
Weighted-average remaining
  maturity...................    16 months                           17 months
</Table>

<Table>
<Caption>
                                                                 RECEIVABLES SECURITIZED IN
                                                                ----------------------------
                                                                1998    1999    2000    2001
                                                                ----    ----    ----    ----
<S>                                                             <C>     <C>     <C>     <C>
Actual and expected static pool losses as of December 31,
  2001......................................................    1.48%   2.50%   1.03%   1.65%
Actual and expected static pool losses as of December 31,
  2000......................................................     .93%   1.10%    .82%
</Table>

     Static pool losses are calculated by summing the actual and projected
future credit losses and dividing them by the original balance of each pool of
assets securitized. Weighted average remaining maturity

                                       F-40
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

represents the weighted average number of months that the current collateral
balance is expected to remain outstanding.

     The changes shown above are hypothetical. They are computed based on
variations of individual assumptions without considering the interrelationship
between these assumptions. As a change in one assumption may affect the other
assumptions, the magnitude of the impact on fair value of actual changes may be
greater or less than those illustrated above. These changes are based on a
balance of securitized receivables outstanding as of December 31, 2001 and 2000
of $3.8 billion and $4.0 billion, respectively.

     Case Credit Corporation's cash flows related to securitization activities
for 2001 and 2000 can be summarized as follows (in millions):

<Table>
<Caption>
                                                               DECEMBER 31,
                                                             ----------------
                                                              2001      2000
                                                             ------    ------
<S>                                                          <C>       <C>
Proceeds from new retail securitizations.................    $2,070    $2,560
Servicing fees received(1)...............................    $   22    $   28
Cash received on other retained interests................    $   46    $   50
Net cash paid on closed deals(2).........................    $   96    $  123
</Table>

------------
(1) Does not reflect servicing fees earned in Canada as CNH is paid for these
    services if there are residual funds available when the Trusts are
    liquidated.

(2) Includes cash paid to repurchase receivables, net of returns of investments
    in retained interests.

     NEW HOLLAND CREDIT COMPANY

     During 1999, CNH consummated its first securitization of retail notes
originated by New Holland Credit Company. As a result of the transaction, $1.1
billion of retail notes were sold and CNH recorded a gain on the sale of
approximately $27 million, and such gain was recorded in "Finance and interest
income" in the accompanying statements of operations.

     The significant assumptions used in estimating the fair values of retained
interests from sold receivables and the sensitivity of the current fair value to
immediate 10% and 20% adverse changes at December 31, 2000 are as follows:

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)

<Table>
<Caption>
                                               2001                                2000
                                 --------------------------------    --------------------------------
                                 DECEMBER 31,                        DECEMBER 31,
                                     2001         10%       20%          2000         10%       20%
                                  ASSUMPTION     CHANGE    CHANGE     ASSUMPTION     CHANGE    CHANGE
                                 ------------    ------    ------    ------------    ------    ------
<S>                              <C>             <C>       <C>       <C>             <C>       <C>
Constant prepayment rate.....        17.00%       $0.0      $0.0         17.00%       $0.0      $0.1
Annual credit loss rate......         0.59%       $0.1      $0.2          0.60%       $0.4      $0.7
Discount rate................         3.12%       $0.0      $0.0          6.89%       $0.1      $0.1
Weighted-average remaining
  maturity...................    12 months                           15 months
</Table>

<Table>
<Caption>
                                                                RECEIVABLES SECURITIZED IN
                                                                --------------------------
                                                                           1999
                                                                           ----
<S>                                                             <C>
Actual and expected static pool losses as of December 31,
  2001......................................................               1.64%
Actual and expected static pool losses as of December 31,
  2000......................................................               1.13%
</Table>

                                       F-41
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The changes shown above are hypothetical. They are computed based on
variations of individual assumptions without considering the interrelationship
between these assumptions. As a change in one assumption may affect the other
assumptions, the magnitude of the impact on fair value of actual changes may be
greater or less than those illustrated above. These changes are based on a
balance of securitized receivables outstanding as of December 31, 2001 and 2000
of $0.3 billion and $0.6 billion, respectively.

     New Holland Credit Company's cash flows related to securitization
activities for 2001 and 2000 can be summarized as follows (in millions):

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                                --------------
                                                                2001      2000
                                                                ----      ----
<S>                                                             <C>       <C>
Servicing fees received(1)..................................     $2        $4
Cash received on other retained interests...................     $3        $9
</Table>

------------
(1) Does not reflect servicing fees earned in Canada as CNH is paid for these
    services if there are residual funds available when the Trusts are
    liquidated.

NOTE 15: FINANCIAL INSTRUMENTS

     FAIR MARKET VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair market values of financial instruments that do not
approximate their carrying values in the financial statements are as follows (in
millions):

<Table>
<Caption>
                                                                    DECEMBER 31,
                                                      ----------------------------------------
                                                             2001                  2000
                                                      ------------------    ------------------
                                                      CARRYING     FAIR     CARRYING     FAIR
                                                       AMOUNT     VALUE      AMOUNT     VALUE
                                                      --------    ------    --------    ------
<S>                                                   <C>         <C>       <C>         <C>
Accounts and notes receivable, net................     $6,160     $6,191     $6,150     $6,191
Long-term debt....................................     $5,585     $5,704     $3,890     $3,576
</Table>

     The fair value of accounts and notes receivable was based on discounting
the estimated future payments at prevailing market rates. The fair value, which
approximates carrying value, of the interest only strip component of CNH's
accounts and notes receivables was based on loss, prepayment and interest rate
assumptions approximating those currently experienced by CNH. The carrying
amounts of ABS certificates and certificates of deposit approximate their fair
value. The fair value of fixed-rate, long-term debt was based on both quoted
prices and the market value of debt with similar maturities and interest rates;
the carrying amount of floating-rate, long-term debt was assumed to approximate
its fair value. As derivatives are recorded at fair market value on the balance
sheet, the carrying amounts and fair market values are equivalent for CNH's
foreign exchange forward contracts, currency options, interest rate swaps and
interest rate caps.

     DERIVATIVES

     CNH utilizes derivative instruments to mitigate its exposure to interest
rate and foreign currency exposures. Derivatives used as hedges are effective at
reducing the risk associated with the exposure being hedged and are designated
as a hedge at the inception of the derivative contract. CNH does not hold or
issue such instruments for trading purposes. The credit and market risk under
these agreements is reduced through diversification among counterparties with
high credit ratings. These counterparties include certain Fiat subsidiaries.

                                       F-42
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     FOREIGN EXCHANGE CONTRACTS

     CNH has entered into foreign exchange forward contracts, swaps, and options
in order to manage and preserve the economic value of cash flows in
non-functional currencies. CNH conducts its business on a multinational basis in
a wide variety of foreign currencies and hedges foreign currency exposures
arising from various receivables, liabilities and expected inventory purchases.
Derivative instruments which are utilized to hedge the foreign currency risk
associated with anticipated inventory purchases in foreign currencies are
designated as cash flow hedges. Gains and losses on these instruments, to the
extent that they have been effective, are deferred in other comprehensive loss
and recognized in earnings when the related inventory is sold. Ineffectiveness
recognized related to these hedge relationships was not significant. The
maturity of these instruments does not exceed 12 months and the net of tax
losses deferred in other comprehensive income to be recognized in earnings over
the 12 months ended December 31, 2002 are insignificant. The effective portion
of changes in the fair value of the derivatives are recorded in other
comprehensive income and are recognized in the statement operations when the
hedge item affects earnings.

     CNH has also designated certain forwards and swaps as fair value hedges of
certain short-term receivables and liabilities denominated in foreign
currencies. The effective portion of the fair value gains or losses on these
instruments are reflected in earnings and are offset by fair value adjustments
in the underlying foreign currency exposures. Ineffectiveness related to these
hedge relationships was not material.

     Options and forwards not designated as hedging instruments are also used to
hedge the impact of variability in exchange rates on foreign operational cash
flow exposures. The changes in the fair values of these instruments are
recognized directly in earnings, and are expected to generally offset the
foreign exchange gains or losses on the exposures being managed, although the
gain or loss on the exposure being hedged may be recorded in a different period
than the gains or losses on the derivative instruments.

     INTEREST RATE DERIVATIVES

     CNH has entered into interest rate swaps agreements in order to manage
interest rate exposures arising in the normal course of business for Financial
Services. Interest rate swaps that have been designated in cash flow hedging
relationships are being used by CNH to mitigate the risk of rising interest
rates related to the anticipated issuance of short-term LIBOR based debt in
future periods. Gains and losses on these instruments, to the extent that the
hedge relationship has been effective, are deferred in other comprehensive
income and recognized in interest expense over the period in which CNH
recognizes interest expense on the related debt. Ineffectiveness recognized
related to these hedge relationships was not significant and is recorded in
"other, net" in the accompanying statements of operations. The maximum length of
time over which CNH is hedging its interest rate exposure through the use of
derivative instruments designated in cash flow hedge relationships is 48 months,
and CNH expects approximately $13 million net of tax losses deferred in other
comprehensive income to be recognized in earnings over the 12 months ended
December 31, 2002.

     Interest rate swaps that have been designated in fair value hedge
relationships are being used by CNH to mitigate the risk of reductions in the
fair value of existing fixed rate long term bonds and medium-term notes due to
decreases in LIBOR based interest rates. This strategy is used mainly for the
interest rate exposures for Equipment Operations. Gains and losses on these
instruments are reflected in interest expense in the period in which they occur
and an offsetting gain or loss is also reflected in interest expense based on
changes in the fair value of the debt instrument being hedged due to changes in
LIBOR based interest rates. There was no ineffectiveness as a result of fair
value hedge relationships in 2001.

     CNH enters into forward starting interest rate swaps as hedges of the gains
that are recognized upon the sale of receivables in ABS transactions as
described in Note 14, "Accounts and Notes Receivable." These instruments protect
the Company from rising interest rates, which impact the rates paid on the
securities issued to investors in connection with these transactions. The
changes in the fair market value of these

                                       F-43
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

instruments are highly correlated to changes in the fair value of the
anticipated cash flows from the securities to be issued. Gains and losses are
deferred in other comprehensive income and recognized in "Finance and interest
income" in the accompanying statements of operations at the time of the ABS
issuance. Ineffectiveness of these hedge relationships was not significant in
2001.

     CNH also utilizes both back-to-back interest rate swaps and back-to-back
interest rate caps that are not designated in hedge relationships. Unrealized
and realized gains and losses resulting from fair value changes in these
instruments are recognized directly in earnings. These instruments are used to
mitigate interest rate risk related to the Company's asset-backed commercial
paper facility and various limited purpose business trusts associated with the
Company's retail note asset-backed securitization programs in North America.
These facilities and trusts require CNH to enter into interest rate swaps and
caps. To ensure that these transactions do not result in the Company being
exposed to this risk, CNH enters into an offsetting interest rate swap or cap
with substantially similar terms. Net gains and losses on these instruments were
insignificant for 2001.

NOTE 16: INCOME TAXES

        The sources of income (loss) before taxes and minority interest are as
follows (in millions):

<Table>
<Caption>
                                                          FOR THE YEARS ENDED
                                                              DECEMBER 31,
                                                          --------------------
                                                          2001    2000    1999
                                                          -----   -----   ----
<S>                                                       <C>     <C>     <C>
The Netherlands source..................................  $  10   $ (37)  $(22)
Foreign sources.........................................   (442)   (487)   229
                                                          -----   -----   ----
  Income (loss) before taxes............................  $(432)  $(524)  $207
                                                          =====   =====   ====
</Table>

        The provision (benefit) for income taxes consisted of the following (in
millions):

<Table>
<Caption>
                                                           FOR THE YEARS ENDED
                                                               DECEMBER 31,
                                                           --------------------
                                                           2001    2000    1999
                                                           -----   -----   ----
<S>                                                        <C>     <C>     <C>
Current income taxes.....................................  $  69   $  76   $10
Deferred income taxes....................................   (174)   (229)   45
                                                           -----   -----   ---
  Total tax provision (benefit)..........................  $(105)  $(153)  $55
                                                           =====   =====   ===
</Table>

     A reconciliation of CNH's statutory and effective income tax provision
(benefit) is as follows (in millions):

<Table>
<Caption>
                                                              FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                              2001    2000    1999
                                                              -----   -----   ----
<S>                                                           <C>     <C>     <C>
Tax provision (benefit) at the Dutch statutory rate of
  35%.......................................................  $(151)  $(183)  $ 72
Foreign income taxed at different rates.....................    (29)    (12)     6
Effect of tax loss carryforwards............................    (16)     (8)    18
Change in valuation allowance...............................     54      46    (16)
Nondeductible goodwill......................................     29      25      2
Dividend withholding taxes and credits......................      2      (4)    (3)
Other.......................................................      6     (17)   (24)
                                                              -----   -----   ----
  Total tax provision (benefit).............................  $(105)  $(153)  $ 55
                                                              =====   =====   ====
</Table>

                                       F-44
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The components of the net deferred tax asset are as follows (in millions):

<Table>
<Caption>
                                                               DECEMBER 31,
                                                              --------------
                                                               2001    2000
                                                              ------   -----
<S>                                                           <C>      <C>
Deferred tax assets:
  Marketing and selling incentives..........................  $  135   $ 211
  Bad debt reserves.........................................     113      71
  Postretirement and postemployment benefits................     297     222
  Inventories...............................................      37      73
  Warranty reserves.........................................      83      76
  Restructuring reserves....................................      28      73
  Other reserves............................................     572     467
  Tax loss carryforwards....................................   1,209     814
  Less: Valuation allowance.................................    (986)   (849)
                                                              ------   -----
     Total deferred tax assets..............................   1,488   1,158
                                                              ------   -----
Deferred tax liabilities:
  Fixed assets basis difference/depreciation................     168     269
  Intangibles...............................................     278     275
  Inventories...............................................      20      22
  Other.....................................................     370     215
                                                              ------   -----
     Total deferred tax liabilities.........................     836     781
                                                              ------   -----
       Net deferred tax assets..............................  $  652   $ 377
                                                              ======   =====
</Table>

     The net deferred tax assets are reflected in the accompanying balance
sheets as follows (in millions):

<Table>
<Caption>
                                                               DECEMBER 31,
                                                              --------------
                                                               2001    2000
                                                              ------   -----
<S>                                                           <C>      <C>
Current deferred tax asset..................................  $  454   $ 436
Long-term deferred tax asset................................   1,086     672
Current deferred tax liability..............................    (108)    (33)
Long-term deferred tax liability............................    (780)   (698)
                                                              ------   -----
  Net deferred tax asset....................................  $  652   $ 377
                                                              ======   =====
</Table>

     CNH has net operating tax loss carryforwards in a number of foreign tax
jurisdictions within its global operations. The net tax value of these
carryforwards and the years in which they expire are as follows: $1 million in
2002; $1 million in 2003; $3 million in 2004; $9 million in 2005; $1 million in
2006; and $629 million with expirations dates from 2007 through 2021. CNH also
has net operating tax loss carryforwards of $565 million with indefinite lives.
As a result of regulatory divestitures required by the relevant authorities
pursuant to the merger, certain tax loss carryforwards related to the Case
business may be at risk. The actual risk and degree of certainty are not known
or quantifiable at this time.

     During 2001, 2000 and 1999, CNH generated income in certain jurisdictions
that supported reductions in the valuation allowance and recognized losses in
certain jurisdictions that supported increases in the valuation allowance. CNH
has recorded deferred tax assets in tax jurisdictions where CNH has been
profitable, as management believes it is more likely than not that such assets
will be realizable in the future. CNH also continues to have valuation
allowances in certain tax jurisdictions where net operating losses exist. CNH
has recorded deferred tax assets in jurisdictions where it has not been
profitable but where it expects to generate sufficient taxable income in the
future to realize the deferred tax assets. In particular, in 2001 and 2000, CNH

                                       F-45
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recorded deferred tax assets related to U.S. tax loss carryforwards in the
amount of $248 million and $185 million, respectively. The amount of the
deferred tax assets considered realizable, however, could be reduced by a
valuation allowance if future taxable income during the carryforward period does
not occur. If a valuation allowance were required for the deferred tax assets,
then net income would be reduced by the amount of the valuation allowance in the
year in which it is established. Realization of deferred tax assets is dependent
on generating future income and is thus subject to change.

     With respect to the valuation allowances recorded against the deferred tax
assets of Case and its subsidiaries as of the acquisition date, any reduction in
these valuation allowances will, in the future, be treated as a reduction to the
goodwill recorded in conjunction with the acquisition and will not impact future
periods' tax expense. As of December 31, 2001, and December 31, 2000, the
valuation allowance that is potentially subject to being allocated to goodwill
as part of the Case acquisition totaled $540 million.

     At December 31, 2001, the undistributed earnings of foreign subsidiaries
totaled approximately $1,904 million. In most cases, such earnings will continue
to be reinvested. Provision has generally not been made for additional taxes on
the undistributed earnings of foreign subsidiaries. These earnings could become
subject to additional tax if they are remitted as dividends or if CNH were to
dispose of its investment in the subsidiaries. It has not been practical to
estimate the amount of additional taxes that might be payable on the foreign
earnings, and CNH believes that additional tax credits and tax planning
strategies would largely eliminate any tax on such earnings.

     CNH paid (received) cash of $63 million, $(129) million, and $99 million,
for taxes during 2001, 2000 and 1999, respectively.

  NOTE 17: EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

     DEFINED BENEFIT AND POSTRETIREMENT BENEFIT PLANS

     CNH has various defined benefit plans that cover certain employees.
Benefits are based on years of service and, for most salaried employees, on
final average compensation. CNH's funding policies are to contribute to the
plans amounts necessary to, at a minimum, satisfy the funding requirements as
prescribed by the laws and regulations of each country. Plan assets consist
principally of listed equity and fixed income securities.

     CNH has postretirement health and life insurance plans that cover the
majority of its U.S. and Canadian employees. For New Holland U.S. salaried and
hourly employees, and for Case U.S. non represented hourly and Case U.S. and
Canadian salaried employees, the plans cover employees retiring on or after
attaining age 55 who have had at least 10 years of service with the respective
company. For Case U.S. and Canadian hourly employees, the plans generally cover
employees who retire pursuant to their respective hourly plans. These benefits
may be subject to deductibles, copayment provisions and other limitations, and
CNH has reserved the right to change these benefits, subject to the provisions
of any collective bargaining agreement. CNH U.S. and Canadian employees hired
after January 1, 2001 and January 1, 2002, respectively, are not eligible for
postretirement health and life insurance benefits under the CNH plans.

     In connection with CNH's acquisition of O&K in December 1998, CNH recorded
an unfunded pension obligation of approximately $140 million related to pension
rights of non-active employees of O&K who are retired or whose employment has
been terminated and who have vested rights. The pension obligation reserve of
approximately $140 million has been calculated in accordance with German
statutory requirements. Effective January 1, 1999, CNH entered into an agreement
with the seller of O&K whereby the seller, in return for a payment of $140
million (in equivalent Deutsche Marks) from O&K, has agreed to reimburse O&K for
all future pension payments, including death benefits and medical support
liabilities and any funding obligations under the collective bargaining
agreement related to the non-active employees of O&K. An
                                       F-46
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

irrevocable, revolving bank guarantee was obtained to back the seller's
guarantee of the future pension payment reimbursement. The actuarial present
value related to this benefit obligation that is recorded on the balance sheet
and reflected in the rollforward below was $126 million at December 31, 2001.
CNH has an equal, corresponding other asset on their balance sheet to reflect
the payment made by CNH to the seller in conjunction with the acquisition.

     Former parent companies of New Holland and Case have retained certain
accumulated pension benefit obligations and related assets and certain
accumulated postretirement health and life insurance benefit obligations.

     The following assumptions were utilized in determining the funded status of
CNH's defined benefit pension plans:

<Table>
<Caption>
                                                                   FOR THE YEARS ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                      2001                 2000
                                                                -----------------    -----------------
                                                                 CNH       CNH        CNH       CNH
                                                                U.S.     NON-U.S.    U.S.     NON-U.S.
                                                                PLANS     PLANS      PLANS     PLANS
                           (CNH)                                -----    --------    -----    --------
<S>                                                             <C>      <C>         <C>      <C>
Weighted-average discount rates.............................    7.25%      5.91%     7.50%      5.92%
Rate of increase in future compensation.....................    4.00%      3.81%     4.00%      4.18%
Weighted-average, long-term rates of return on plan
  assets....................................................    9.00%      7.31%     9.00%      7.10%
</Table>

<Table>
<Caption>
                                                                FOR THE YEAR ENDED DECEMBER 31, 1999
                                                               --------------------------------------
                                                                  NEW HOLLAND             CASE
                                                               -----------------    -----------------
                                                               U.S.     NON-U.S.    U.S.     NON-U.S.
                                                               PLANS     PLANS      PLANS     PLANS
                  (NEW HOLLAND AND CASE)                       -----    --------    -----    --------
<S>                                                            <C>      <C>         <C>      <C>
Weighted-average discount rates............................    7.50%     5.50%      7.50%     5.85%
Rate of increase in future compensation....................    4.00%     3.80%        N/A     4.30%
Weighted-average, long-term rates of return on plan
  assets...................................................    9.00%     7.50%      9.00%     9.37%
</Table>

The following assumptions were utilized in determining the accumulated
postretirement benefit obligation of CNH's postretirement health and life
insurance plans:

<Table>
<Caption>
                                                                  FOR THE YEARS ENDED DECEMBER 31,
                                                               --------------------------------------
                                                                     2001                 2000
                                                               -----------------    -----------------
                                                                CNH       CNH        CNH       CNH
                                                               U.S.     CANADIAN    U.S.     CANADIAN
                                                               PLANS      PLAN      PLANS      PLAN
                           (CNH)                               -----    --------    -----    --------
<S>                                                            <C>      <C>         <C>      <C>
Weighted-average discount rates............................    7.25%     6.50%      7.50%     6.50%
Rate of increase in future compensation....................    4.00%     3.50%      3.42%       N/A
Weighted-average, assumed healthcare cost trend rate.......    8.00%     8.50%      6.50%     8.00%
Weighted-average, assumed ultimate healthcare cost trend
  rate.....................................................    5.50%     5.00%      5.50%     5.50%
Year anticipated attaining ultimate healthcare cost trend
  rate.....................................................     2006      2008       2002      2005
</Table>

                                       F-47
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                       FOR THE YEAR ENDED
                                                                       DECEMBER 31, 1999
                                                                --------------------------------
                                                                NEW HOLLAND          CASE
                                                                -----------    -----------------
                                                                   U.S.        U.S.     CANADIAN
                                                                   PLANS       PLANS      PLAN
(NEW HOLLAND AND CASE)                                          -----------    -----    --------
<S>                                                             <C>            <C>      <C>
Weighted-average discount rates.............................       7.50%       7.50%      7.00%
Rate of increase in future compensation.....................       4.00%       3.00%      3.00%
Weighted-average, assumed health care cost trend rate.......       7.50%       7.00%      8.50%
Weighted-average, assumed ultimate healthcare cost trend
  rate......................................................       5.50%       5.50%      5.50%
Year anticipated attaining ultimate healthcare cost trend
  rate......................................................       2002        2002       2005
</Table>

                                       F-48
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  The measurement period for CNH's defined benefit pension plans and
postretirement health and life insurance plans is January 1 through December 31.
The following depicts (in millions):

<Table>
<Caption>
                                                                                        OTHER
                                                                                    POSTRETIREMENT
                                                                PENSION BENEFITS       BENEFITS
                                                                ----------------    --------------
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                ----------------------------------
                                                                 2001      2000     2001     2000
                                                                ------    ------    -----    -----
<S>                                                             <C>       <C>       <C>      <C>
CHANGE IN BENEFIT OBLIGATIONS:
Actuarial present value of benefit obligation at beginning
  of measurement period.....................................    $1,791    $1,631    $ 595    $ 598
Service cost................................................        29        37       12       11
Interest cost...............................................       114       112       50       44
Plan participants' contributions............................         7         7       --       --
Actuarial (gain) loss.......................................        30       (33)     248       15
Currency fluctuations.......................................       (39)      (67)      (2)      --
Gross benefits paid.........................................      (132)      (99)     (31)     (29)
</Table>

<Table>
<S>                                                             <C>       <C>       <C>      <C>
Plan amendments.............................................         2        24      (31)     (44)
Acquisitions/divestitures...................................       (41)      189       --       --
Curtailment gain............................................        (4)      (10)      --       --
Settlement loss.............................................         2        --       --       --
Adjustments to reflect re-measurement of benefit
  obligation................................................        --        --       22       --
                                                                ------    ------    -----    -----
Actuarial present value of benefit obligation at end of
  measurement period........................................     1,759     1,791      863      595
                                                                ------    ------    -----    -----
CHANGE IN PLAN ASSETS:
Plan assets at fair value at beginning of measurement
  period....................................................     1,526     1,571       --       --
Actual return on plan assets................................       (88)       36       --       --
Currency fluctuations.......................................       (39)      (33)      --       --
Employer contributions......................................        65        57       31       29
Plan participants' contributions............................         7         7       --       --
Gross benefits paid.........................................      (132)      (99)     (31)     (29)
Acquisitions/divestitures...................................       (38)      (13)      --       --
Adjustments to reflect re-measurement of benefit
  obligation................................................        --        --       --       --
                                                                ------    ------    -----    -----
Plan assets at fair value at end of measurement period......     1,301     1,526       --       --
                                                                ------    ------    -----    -----
FUNDED STATUS:..............................................      (458)     (265)    (863)    (595)
Unrecognized prior service cost.............................        25        28      (59)     (42)
Unrecognized net loss resulting from plan experience and
  changes in actuarial assumptions..........................       328        97      268        6
Remaining unrecognized net asset at initial application.....        --        --       55       64
                                                                ------    ------    -----    -----
Net amount recognized at end of year........................    $ (105)   $ (140)   $(599)   $(567)
                                                                ======    ======    =====    =====
</Table>

                                       F-49
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                                        OTHER
                                                                                    POSTRETIREMENT
                                                                PENSION BENEFITS       BENEFITS
                                                                ----------------    --------------
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                ----------------------------------
                                                                 2001      2000     2001     2000
                                                                ------    ------    -----    -----
<S>                                                             <C>       <C>       <C>      <C>
AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION
  CONSIST OF:
Prepaid benefit cost........................................    $  63     $ 167     $  --    $  --
Accrued benefit liability...................................     (399)     (308)     (599)    (567)
Intangible asset............................................       23        --        --       --
Deferred tax assets.........................................       89        --        --       --
Accumulated other comprehensive income......................      119         1        --       --
                                                                -----     -----     -----    -----
Net amount recognized at end of year........................    $(105)    $(140)    $(599)   $(567)
                                                                =====     =====     =====    =====
</Table>

<Table>
<Caption>
                                                                                          OTHER
                                                                                      POSTRETIREMENT
                                                            PENSION BENEFITS             BENEFITS
                                                         ----------------------    --------------------
                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                         ----------------------------------------------
                                                         2001     2000     1999    2001    2000    1999
                                                         -----    -----    ----    ----    ----    ----
                                                                         (IN MILLIONS)
<S>                                                      <C>      <C>      <C>     <C>     <C>     <C>
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost.........................................    $  29    $  37    $ 18    $ 12    $11     $ 6
Interest cost........................................      114      112      60      50     44      24
Expected return on assets............................     (119)    (146)    (84)     --     --      --
Amortization of:
  Transition asset...................................       --       --      (1)      9      9       9
  Prior service cost.................................        3        3       2     (13)    (4)     (1)
  Actuarial loss.....................................        3       --       1       6     --      --
                                                         -----    -----    ----    ----    ---     ---
Net periodic benefit cost............................       30        6      (4)     64     60      38
Curtailment (gain) loss..............................        1       17      --      --     (4)     --
                                                         -----    -----    ----    ----    ---     ---
     Total (income) expense..........................    $  31    $  23    $ (4)   $ 64    $56     $38
                                                         =====    =====    ====    ====    ===     ===
</Table>

     The aggregate projected benefit obligation, aggregate accumulated benefit
obligation and aggregate fair value of plan assets for pension plans with
benefit obligations in excess of plan assets were $1,744 million, $1,591 million
and $1,282 million, respectively, as of December 31, 2001, and $805 million,
$755 million and $507 million, respectively, as of December 31, 2000.

     Increasing the assumed healthcare cost trend rate by one percentage point
would increase the total accumulated postretirement benefit obligation at
December 31, 2001, by approximately $72 million, and would increase the
aggregate of the service cost and interest cost components of the net 2001
postretirement benefit cost by approximately $7 million. Decreasing the assumed
healthcare cost trend rate by one percentage point would decrease the total
accumulated postretirement benefit obligation at December 31, 2001, by
approximately $60 million, and would decrease the aggregate of the service cost
and interest cost components of the net 2001 postretirement benefit cost by
approximately $6 million.

     OTHER PROGRAMS

     In Belgium, early retirement liabilities were accrued in connection with
the restructuring of CNH's Belgian facilities initiated in 1991. Such
liabilities were $10 million and $14 million at December 31, 2001 and

                                       F-50
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2000, respectively. Programs in other countries are provided through payroll tax
and other social contributions in accordance with local statutory requirements.

     As required by Italian labor legislation, an accrual for employee severance
indemnities has been provided for a portion of CNH's Italian employees' annual
salaries, indexed for inflation. At December 31, 2001 and 2000, the indemnity
accruals were $72 million and $73 million, respectively.

     DEFINED CONTRIBUTION PLANS

     Effective January 1, 2001, both the Case and New Holland entities provide
an identical defined contribution plan for their U.S. salaried employees. The
CNH plan allows employee elective deferrals on a pretax basis of up to 10% of
pay with CNH matching such deferrals at a rate of 70 cents for each dollar
deferred. In addition to matching contributions, CNH provides a fixed
contribution of five percent of eligible salary per year. During 2001, CNH
contributed $15 million and $8 million in matching contributions and fixed
contributions, respectively. Subject to CNH's operating results, CNH may make
additional profit sharing contributions to the retirement savings plan. CNH made
no profit sharing contributions in 2001.

     Effective January 1, 2001, both the Case and New Holland entities provide
an identical defined contribution plan for their U.S. non-represented hourly
employees. The CNH plan allows employee elective deferrals on a pretax basis of
up to 15% of base compensation with CNH matching such deferrals at a rate of 50%
on the first 10% of a participant's contribution. During 2001, CNH contributed
$5 million in matching contributions.

     Prior to January 1, 2001, CNH had various defined contribution plans that
covered certain U.S. and non-U.S. employees. New Holland had a savings plan for
its U.S. salaried and hourly employees whereby employees could make pretax
contributions of up to 15% of base compensation. New Holland would match 50% of
the first 10% of a participant's contribution. This matching contribution was
directed based on the participant's investment elections. New Holland
contributed $5 million to its prior savings plan in both 2000 and 1999. Case had
a retirement savings plan pursuant to the Internal Revenue Code for its U.S.
salaried employees. Under the retirement savings plan, certain salaried
participants could make pretax contributions of up to 10% of base compensation.
Case would match 100% of the first 8% of a participant's contribution in cash.
Annually, Case made a fixed contribution to the retirement savings plan equal to
4% of each participant's eligible compensation. During 2000 and 1999, Case
contributed $15 million and $2 million, respectively, in matching contributions
to its prior retirement savings plan and additional fixed contributions of $3
million and $9 million in 2000 and 1999, respectively. These contributions are
net of forfeitures applied of $8 million and $0 in 2000 and 1999, respectively.
Subject to CNH's operating results, Case and New Holland may have made
additional profit sharing contributions to the retirement savings plan. Case
made additional profit sharing contributions of $0 and $4 million in 2000 and
1999, respectively.

NOTE 18: COMMITMENTS AND CONTINGENCIES

     ENVIRONMENTAL

     CNH is involved in environmental remediation activities with regard to
potential liabilities under U.S. federal, U.S. state and non-U.S. environmental
laws. These activities involve non-owned Waste Sites and properties currently or
formerly owned by CNH where it is believed there has been a release of hazardous
substances. These properties comprise a number of sites currently or formerly
operated by CNH or its predecessors. Expenditures for ongoing compliance with
environmental regulations that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations and which do not contribute to current or future
revenue generation are expensed. Liabilities are recorded when environmental
assessments indicate that remedial efforts are probable and the

                                       F-51
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

costs can be reasonably estimated. Estimates of the liability are provided in
ranges to reflect uncertainties due to a variety of factors that include lack of
direct knowledge of historic industrial and waste handling activities that may
have resulted in releases of hazardous substances, inherent limitations of
subsurface soil and groundwater investigatory techniques, future changes in the
laws, including their interpretation and implementation by governmental
authorities, changes in remedial technologies and future land use. Probable
liabilities may also be the subject of both asserted and unasserted claims,
including those by government authorities that may be dormant or pursued over
extremely long time periods. Moreover, because liability under CERCLA and
similar laws can be strict, joint and several, CNH could be required to pay
amounts in excess of its pro rata share of remediation costs at the Waste Sites.
Settlements and government-approved and completed remediation projects can, in
certain circumstances, be reopened based on newly discovered conditions and be
subject to further remedial activities or settlement payments.

     Based upon information currently available, management estimates 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 $46
million to $98 million. As of December 31, 2001, environmental reserves of
approximately $69 million had been established to address these specific
estimated potential liabilities. Such reserves are undiscounted. After
considering these reserves, management is of the opinion that the outcome of
these matters will not have a material adverse effect on CNH's financial
position or results of operations.

     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 existing claims will not have a material adverse effect
on CNH's financial position or results of operations.

     OTHER LITIGATION

     CNH is the subject of various other legal claims arising from its
operations, including product warranty, dealer disputes, workmen's compensation,
customs and employment matters. In addition, certain of CNH's Brazilian
subsidiaries are currently contesting certain claims made by the Brazilian tax
authorities related to taxation and employer social contributions.

     On July 17, 2001, the European Commission issued a Statement of Objections
alleging that CNH's French and Italian subsidiaries adopted practices limiting
sales outside of dealer territories. CNH submitted a reply to the European
Commission and a hearing was held on January 28, 2002, however the Commission
has not provided a ruling. The Commission has the power to assess a wide range
of fines, penalties and sanctions, which may be significant. Any fines would be
assessed by the Commission only after a ruling by the Commission that these
subsidiaries engaged in anti-competitive practices. CNH believes that the
allegations should be dismissed. However, while CNH intends to appeal the
decision if the outcome is unfavorable, any fine that the European Commission
might impose could have a material adverse impact on CNH's business, financial
condition and results of operations.

     Management is of the opinion that the resolution of these claims,
individually and in the aggregate, will not have a material adverse effect on
CNH's financial position or results of operations.

                                       F-52
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     COMMITMENTS

     Minimum rental commitments at December 31, 2001, under non-cancelable
operating leases with lease terms in excess of one year are as follows (in
millions):

<Table>
<Caption>
                                                                      AMOUNT
                                                                      ------
    <S>                                                               <C>
    2002........................................................       $ 38
    2003........................................................         26
    2004........................................................         19
    2005........................................................         15
    2006 and thereafter.........................................         64
                                                                       ----
              Total minimum rental commitments..................       $162
                                                                       ====
</Table>

     Total rental expense for all operating leases was $44 million, $38 million
and $27 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

NOTE 19: EARNINGS (LOSS) PER SHARE

         The following reconciles the numerators and denominators of the basic
and diluted earnings per share computations for income from continuing
operations (in millions, except per share data):

<Table>
<Caption>
                                                                   FOR THE YEAR ENDED
                                                                      DECEMBER 31,
                                                              -----------------------------
                                                               2001        2000       1999
                              BASIC                           ------      ------      -----
        <S>                                                   <C>         <C>         <C>
        Net income (loss).................................    $ (332)     $ (381)     $ 148
        Weighted-average shares outstanding...............       277         213        149
        Basic earnings (loss) per share...................    $(1.20)     $(1.79)     $0.99
                                                              ======      ======      =====
        DILUTED
        Net income (loss).................................    $ (332)     $ (381)     $ 148
        Effect of dilutive securities (when dilutive):
          Conversion of advance to capital subscription...       N/A         N/A         12
                                                              ------      ------      -----
        Net income (loss) after adjustment for dilutive
          conversions.....................................    $ (332)     $ (381)     $ 160
                                                              ======      ======      =====
        Weighted-average shares outstanding -- Basic......       277         213        149
        Effect of dilutive securities (when dilutive):
          Conversion of advance to capital subscription...       N/A         N/A         16
                                                              ------      ------      -----
        Weighted-average shares outstanding -- Diluted....       277         213        165
                                                              ------      ------      -----
        Diluted earnings per share........................    $(1.20)     $(1.79)     $0.97
                                                              ======      ======      =====
</Table>

         Reference is made to Note 11, "Principal Shareholder's Advance to
Capital," for further information regarding the advance to capital.

NOTE 20: SEGMENT AND GEOGRAPHICAL INFORMATION

     SEGMENT INFORMATION

     CNH has three reportable segments: Agricultural Equipment, Construction
Equipment and Financial Services. Certain reclassifications have been made to
conform the historical segment and geographical information to the current CNH
management reporting format.

                                       F-53
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 and has leading positions in excavators, crawler
dozers, graders, wheel loaders, loader/backhoes, skid steer loaders and
trenchers.

     FINANCIAL SERVICES

     The financial services segment is engaged in broad-based financial services
for the global marketplace through various 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.

     The accounting policies of the segments are described in Note 2, "Summary
of Significant Accounting Policies." CNH evaluates segment performance based on
operating earnings. CNH defines operating earnings as the income (loss) of
Equipment Operations before interest expense, taxes and restructuring and other
merger related costs, including the income of Financial Services on an equity
basis. Transfers between segments are accounted for at market value.

     CNH's reportable segments are strategic business units that offer different
products and services. Each segment is managed separately as they require
different technology and marketing strategies.

     A summary of CNH's reportable segment information is set forth in the
following table (in millions):

<Table>
<Caption>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                -----------------------------------
                                                                 2001          2000          1999
                                                                -------       -------       -------
    <S>                                                         <C>           <C>           <C>
    REVENUES:
      Net sales
      Agricultural equipment................................    $ 6,073       $ 5,877       $ 3,904
      Construction equipment................................      2,957         3,460         2,045
                                                                -------       -------       -------
           Total net sales..................................      9,030         9,337         5,949
      External financial services...........................        685           704           324
      Intersegment financial services.......................         54            95            88
      Eliminations and other................................        (54)          (95)          (88)
                                                                -------       -------       -------
           Total............................................    $ 9,715       $10,041       $ 6,273
                                                                =======       =======       =======
</Table>

                                       F-54
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                -----------------------------------
                                                                 2001          2000          1999
                                                                -------       -------       -------
    <S>                                                         <C>           <C>           <C>
    SEGMENT PROFIT (LOSS):
    Agricultural equipment..................................    $   177       $   (95)      $   146
    Construction equipment..................................         64           228           117
    Financial services......................................          4            26            72
                                                                -------       -------       -------
           Total............................................    $   245       $   159       $   335
                                                                =======       =======       =======
    RECONCILIATION OF SEGMENT PROFIT (LOSS) TO CONSOLIDATED
      NET INCOME (LOSS):
    Segment profit..........................................    $   245       $   159       $   335
    Equipment Operations:
      Income tax (provision) benefit........................        105           159           (14)
      Interest expense......................................       (585)         (542)         (154)
      Restructuring and other merger related costs..........        (97)         (157)          (19)
                                                                -------       -------       -------
         Net income (loss)..................................    $  (332)      $  (381)      $   148
                                                                =======       =======       =======
    INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND
      AFFILIATES (AT THE END OF YEAR):
    Agricultural equipment..................................    $   169       $   203       $   254
    Construction equipment..................................         66            55            51
    Financial services......................................         31            24            23
                                                                -------       -------       -------
           Total............................................    $   266       $   282       $   328
                                                                =======       =======       =======
    DEPRECIATION AND AMORTIZATION:
    Agricultural equipment..................................    $   232       $   253       $   130
    Construction equipment..................................         87            83            33
    Financial services......................................        105            93            20
                                                                -------       -------       -------
           Total............................................    $   424       $   429       $   183
                                                                =======       =======       =======
    SEGMENT ASSETS (AT THE END OF YEAR):
    Agricultural equipment..................................    $ 6,410       $ 6,895       $ 7,207
    Construction equipment..................................      2,893         3,275         3,614
    Financial services......................................      6,352         6,400         6,009
    Eliminations and other..................................      1,557         1,007           848
                                                                -------       -------       -------
           Total............................................    $17,212       $17,577       $17,678
                                                                =======       =======       =======
    EXPENDITURES FOR ADDITIONS TO LONG-LIVED ASSETS*:
    Agricultural equipment..................................    $   160       $   134       $   167
    Construction equipment..................................         61            79            46
    Financial services......................................        330           195            60
                                                                -------       -------       -------
           Total............................................    $   551       $   408       $   273
                                                                =======       =======       =======
</Table>

------------
* Includes equipment on operating leases and property, plant and equipment.

                                       F-55
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     GEOGRAPHICAL INFORMATION

     The following highlights the results of CNH's operations by geographic
area, by origin (in millions):

<Table>
<Caption>
                                       UNITED              UNITED
                                       STATES    CANADA    KINGDOM    ITALY     BELGIUM    OTHER      TOTAL
                                       ------    ------    -------    ------    -------    ------    -------
    <S>                                <C>       <C>       <C>        <C>       <C>        <C>       <C>
    At December 31, 2001, and for
      the year then ended:
    Total revenues.................    $4,156     $606     $1,276     $1,636     $665      $1,376    $ 9,715
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,166     $103     $   88     $  190     $ 89      $  330    $ 1,966
                                       ======     ====     ======     ======     ====      ======    =======
    At December 31, 2000, and for
      the year then ended:
    Total revenues.................    $4,344     $406     $1,348     $1,530     $423      $1,990    $10,041
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,265     $114     $  141     $  144     $ 85      $  368    $ 2,117
                                       ======     ====     ======     ======     ====      ======    =======
    At December 31, 1999, and for
      the year then ended:
    Total revenues.................    $1,809     $293     $  902     $1,589     $511      $1,169    $ 6,273
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,439     $ 77     $  221     $  237     $ 81      $  377    $ 2,432
                                       ======     ====     ======     ======     ====      ======    =======
</Table>

------------
    * Includes equipment on operating leases and property, plant and equipment.

     CNH is organized under the laws of the Kingdom of The Netherlands.
Geographical information for CNH pertaining to The Netherlands is not
significant or not applicable, as CNH primarily maintains a corporate presence
in that country.

NOTE 21: RELATED PARTY INFORMATION

     CNH has historically obtained, and may continue to obtain, a significant
portion of its external financing and certain foreign exchange and interest
rate-related contracts from Fiat and its affiliates, on terms that CNH believes
are at least as favorable as those available from unaffiliated third parties. At
December 31, 2001, CNH's outstanding debt with Fiat and its affiliates was
approximately 60% of its total debt. In addition, Fiat guarantees $802 million
of CNH debt outstanding at December 31, 2001. In 2001, CNH paid a guarantee fee
of between 0.0625% per annum and 0.125% per annum on the average amount
outstanding under facilities guaranteed by Fiat. Reference is made to Note 9,
"Short-Term Debt" and Note 10, "Long-Term Debt" for further information
regarding financing with Fiat.

     CNH purchases some of its engines and other components from the Fiat Group,
and companies of the Fiat Group provide CNH administrative services such as
accounting and audit, maintenance of plant and equipment, research and
development, information systems and training. In addition, CNH sells certain
products to subsidiaries and affiliates of Fiat.

     CNH's principal purchases of goods from Fiat and its affiliates include
diesel engines from Iveco N.V., electric and mechanical components from Magneti
Marelli S.p.A., castings from Teksid S.p.A. and lubricants from Fiat
Lubrificanti S.p.A. CNH also purchases tractors from its Mexican joint venture
for resale in the United States.

     Fiat has executed, on behalf of CNH, certain foreign exchange and interest
rate-related contracts. As of December 31, 2001, CNH and its subsidiaries were
parties to derivative or other financial instruments having an aggregate
contract value of $515 million to which affiliates of Fiat were counterparties.

                                       F-56
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Fiat provides accounting services to CNH in Europe and Brazil through an
affiliate that uses shared service centers to provide such services at
competitive costs to various Fiat companies and third party customers. Fiat
provides internal audit services at the direction of CNH's internal audit area
in certain locations where it is more cost effective to use existing Fiat
resources. Routine maintenance of our plants and facilities in Europe is
provided by a Fiat affiliate skilled in such work that also provides similar
services to third parties. CNH purchases network and hardware support from a
joint venture that Fiat has formed with IBM. Fiat also provides training
services through an affiliate that is skilled at providing employee training.
CNH purchases research and development 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. CNH's management believes that the terms of the contracts
entered into with Fiat and its affiliates are at least as favorable as those
available from unaffiliated third parties.

     Additionally, CNH participates in the stock option program of Fiat as
described in Note 13, "Shareholders' Equity and Stock-Based Compensation."

     The following table summarizes CNH's sales, purchases, and finance income
and expense with affiliates of Fiat and CNH dealer development companies and
joint ventures (in millions):

<Table>
<Caption>
                                                               FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                              ---------------------
                                                              2001    2000    1999
                                                              -----   -----   -----
<S>                                                           <C>     <C>     <C>
Sales of equipment..........................................  $ 13    $ 16    $ 14
Sales to affiliated companies and joint ventures............   199     256     259
                                                              ----    ----    ----
       Total sales to affiliates............................  $212    $272    $273
                                                              ====    ====    ====
Purchase of materials, production parts, merchandise and
  services..................................................  $239    $367    $295
Finance and interest income.................................  $ 31    $ 34    $ 32
Interest expense............................................  $358    $291    $ 79
</Table>

     CNH management believes that the terms of sales and purchases provided to
CNH by Fiat and its affiliates are at least as favorable as those available from
unaffiliated third parties.

NOTE 22: OTHER ACCRUED LIABILITIES

     A summary of other accrued liabilities is as follows (in millions):

<Table>
<Caption>
                                                                  DECEMBER 31,
                                                                ----------------
                                                                 2001      2000
                                                                ------    ------
<S>                                                             <C>       <C>
Warranty provisions.........................................    $  190    $  256
Marketing and sales incentive programs......................       321       340
Accrued payroll.............................................       126       152
Value-added taxes and other taxes payable...................        13       250
Other accrued expenses......................................     1,134       870
                                                                ------    ------
       Total other accrued liabilities......................    $1,784    $1,868
                                                                ======    ======
</Table>

                                       F-57
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 23: GUARANTEE OF SUBSIDIARY'S OUTSTANDING DEBT SECURITIES

     At December 31, 2001, CNH fully, unconditionally and irrevocably guaranteed
Case's $802 million in outstanding 6.25% Notes due 2003, 7.25% Notes due 2005,
and 7.25% Notes due 2016 that were issued pursuant to two registration
statements under the Securities Act of 1933, as amended. The following condensed
financial statements present CNH Global N.V. (the parent company and guarantor
of the debt securities), Case Corporation (the issuer of the debt securities),
and all other subsidiaries. The 1999 statement of operations and statement of
cash flows for Case Corporation include activity from November 12, 1999, the
date of the merger, through December 31, 1999. In addition, for 1999, the costs
of maintaining the CNH corporate offices were allocated to the operating
subsidiaries. For 2000 and 2001, the costs of the corporate offices were not
allocated and a substantial majority of such cost was included in the Case
Corporation condensed statements of operations.

     The consolidated financial statements of Case Corporation include the
push-down of the Case purchase accounting adjustments and related acquisition
debt to reflect the assets and liabilities at their respective fair values,
including identifiable intangibles. The acquisition debt is reflected as an
intercompany arrangement between CNH Global N.V. and Case Corporation in the
accompanying financial statements to this note and is accordingly eliminated in
arriving at the consolidated results. Reference is made to Note 3, "Acquisition
and Divestitures of Businesses and Investments" for further information
regarding the Case merger and related purchase accounting.

                                       F-58
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>
                                                  CNH                       ALL
                                                 GLOBAL      CASE          OTHER
                                                  N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 ------   -----------   ------------   ------------   ------------
                                                                     (IN MILLIONS OF DOLLARS)
<S>                                              <C>      <C>           <C>            <C>            <C>
REVENUES:
  Net sales....................................  $  --      $4,107         $5,087         $(164)        $ 9,030
  Finance and interest income..................     --         474            360          (149)            685
                                                 -----      ------         ------         -----         -------
                                                    --       4,581          5,447          (313)          9,715
COSTS AND EXPENSES:
  Cost of goods sold...........................     --       3,570          4,149          (133)          7,586
  Selling, general and administrative..........      5         805            424           (10)          1,224
  Research, development and engineering........     --         154            152            --             306
  Restructuring and other merger related
     costs.....................................     --          51             53            --             104
  Interest expense.............................      3         400            492          (169)            726
  Other, net...................................      3         250           (101)           41             193
                                                 -----      ------         ------         -----         -------
                                                    11       5,230          5,169          (271)         10,139
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  Subsidiaries and Affiliates..................   (322)          1             (9)          322              (8)
                                                 -----      ------         ------         -----         -------
Income (loss) before taxes and minority
  interest.....................................   (333)       (648)           269           280            (432)
Income tax provision (benefit).................     (1)       (192)            88            --            (105)
Minority interest..............................     --          (3)             8            --               5
                                                 -----      ------         ------         -----         -------
Net income (loss)..............................  $(332)     $ (453)        $  173         $ 280         $  (332)
                                                 =====      ======         ======         =====         =======
</Table>

                                       F-59
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 2000

<Table>
<Caption>
                                                  CNH                       ALL
                                                 GLOBAL      CASE          OTHER
                                                  N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 ------   -----------   ------------   ------------   ------------
                                                                     (IN MILLIONS OF DOLLARS)
<S>                                              <C>      <C>           <C>            <C>            <C>
REVENUES:
  Net sales....................................  $  --      $4,000         $5,342         $   (5)       $ 9,337
  Finance and interest income..................     --         503            223            (22)           704
                                                 -----      ------         ------         ------        -------
                                                    --       4,503          5,565            (27)        10,041
COSTS AND EXPENSES:
  Cost of goods sold...........................     --       3,541          4,284             (5)         7,820
  Selling, general and administrative..........     17         690            572             (2)         1,277
  Research, development and engineering........     --         180            158             --            338
  Restructuring and other merger related
     costs.....................................     --          34            123             --            157
  Interest expense.............................     43         416            354            (20)           793
  Other, net...................................      6         207            (27)            --            186
                                                 -----      ------         ------         ------        -------
                                                    66       5,068          5,464            (27)        10,571
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  SUBSIDIARIES AND AFFILIATES..................   (314)          2             45            273              6
                                                 -----      ------         ------         ------        -------
Income (loss) before taxes and minority
  interest.....................................   (380)       (563)           146            273           (524)
Income tax provision (benefit).................      1        (160)             6             --           (153)
Minority interest..............................     --          --             10             --             10
                                                 -----      ------         ------         ------        -------
Net income (loss)..............................  $(381)     $ (403)        $  130         $  273        $  (381)
                                                 =====      ======         ======         ======        =======
</Table>

                                       F-60
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<Table>
<Caption>
                                                   CNH                       ALL
                                                  GLOBAL      CASE          OTHER
                                                   N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
<S>                                               <C>      <C>           <C>            <C>            <C>
REVENUES:
  Net sales.....................................   $ --       $620          $5,329         $   --         $5,949
  Finance and interest income...................     --         64             260             --            324
                                                   ----       ----          ------         ------         ------
                                                     --        684           5,589             --          6,273
COSTS AND EXPENSES:
  Cost of goods sold............................     --        563           4,321             --          4,884
  Selling, general and administrative...........     11        105             610             --            726
  Research, development and engineering.........     --         27             169             --            196
  Restructuring and other merger related
     costs......................................     --         --              19             --             19
  Interest expense..............................     10         50             206             --            266
  Other, net....................................      8          9             (33)            --            (16)
                                                   ----       ----          ------         ------         ------
                                                     29        754           5,292                         6,075
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  SUBSIDIARIES AND AFFILIATES...................    179         --              --           (170)             9
                                                   ----       ----          ------         ------         ------
Income (loss) before taxes and minority
  interest......................................    150        (70)            297           (170)           207
Income tax provision (benefit)..................      2        (25)             78             --             55
Minority interest...............................     --         --               4             --              4
                                                   ----       ----          ------         ------         ------
Net income (loss)...............................   $148       $(45)         $  215         $ (170)        $  148
                                                   ====       ====          ======         ======         ======
</Table>

                                       F-61
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                            CONDENSED BALANCE SHEETS

                            AS OF DECEMBER 31, 2001

<Table>
<Caption>
                                               CNH
                                              GLOBAL      CASE        ALL OTHER
                                               N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                              ------   -----------   ------------   ------------   ------------
                                                                  (IN MILLIONS OF DOLLARS)
<S>                                           <C>      <C>           <C>            <C>            <C>
ASSETS:
  Cash and cash equivalents.................  $   --     $   355        $  308        $    --        $   663
  Accounts, notes receivable and other,
     net....................................   4,927       3,521           842         (3,130)         6,160
  Inventories...............................      --         795         1,409             --          2,204
  Property, plant and equipment, net........      --         729           625             --          1,354
  Equipment on operating leases, net........      --         475           137             --            612
  Investment in unconsolidated and
     affiliates.............................   1,674         192         2,687         (4,287)           266
  Goodwill and intangibles..................      --       3,350           297             --          3,647
  Other assets..............................      --       1,251         1,001             54          2,306
                                              ------     -------        ------        -------        -------
TOTAL ASSETS................................  $6,601     $10,668        $7,306        $(7,363)       $17,212
                                              ======     =======        ======        =======        =======
LIABILITIES AND EQUITY:
  Short-term debt...........................  $  997     $ 2,434        $1,055        $(1,269)       $ 3,217
  Accounts payable..........................      57         445         1,046           (331)         1,217
  Long-term debt............................   3,501       3,023         1,621         (1,499)         6,646
  Accrued and other liabilities.............     137       1,900         2,101             85          4,223
                                              ------     -------        ------        -------        -------
                                               4,692       7,802         5,823         (3,014)        15,303
  Equity....................................   1,909       2,866         1,483         (4,349)         1,909
                                              ------     -------        ------        -------        -------
TOTAL LIABILITIES AND EQUITY................  $6,601     $10,668        $7,306        $(7,363)       $17,212
                                              ======     =======        ======        =======        =======
</Table>

                                       F-62
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                            CONDENSED BALANCE SHEETS

                            AS OF DECEMBER 31, 2000

<Table>
<Caption>
                                               CNH
                                              GLOBAL      CASE        ALL OTHER
                                               N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                              ------   -----------   ------------   ------------   ------------
                                                                  (IN MILLIONS OF DOLLARS)
<S>                                           <C>      <C>           <C>            <C>            <C>
ASSETS:
  Cash and cash equivalents.................  $   --     $   146        $  740        $    --        $   886
  Accounts, notes receivable and other,
     net....................................   3,154       3,625         3,673         (4,302)         6,150
  Inventories...............................      --       1,080         1,294             --          2,374
  Property, plant and equipment, net........      --         887           587             --          1,474
  Equipment on operating leases, net........      --         555            88             --            643
  Investment in unconsolidated and
     affiliates.............................   2,564         111         2,292         (4,685)           282
  Goodwill and intangibles..................      --       3,512           305             --          3,817
  Other assets..............................      --       1,122           829             --          1,951
                                              ------     -------        ------        -------        -------
TOTAL ASSETS................................  $5,718     $11,038        $9,808        $(8,987)       $17,577
                                              ======     =======        ======        =======        =======
LIABILITIES AND EQUITY:
  Short-term debt...........................  $3,188     $ 2,575        $1,850        $(3,427)       $ 4,186
  Accounts payable..........................      16         611           770           (141)         1,256
  Long-term debt............................      --       2,751         3,522           (734)         5,539
  Accrued and other liabilities.............      --       1,935         2,147             --          4,082
                                              ------     -------        ------        -------        -------
                                               3,204       7,872         8,289         (4,302)        15,063
  Equity....................................   2,514       3,166         1,519         (4,685)         2,514
                                              ------     -------        ------        -------        -------
TOTAL LIABILITIES AND EQUITY................  $5,718     $11,038        $9,808        $(8,987)       $17,577
                                              ======     =======        ======        =======        =======
</Table>

                                       F-63
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 2001

<Table>
<Caption>
                                                   CNH
                                                 GLOBAL       CASE        ALL OTHER
                                                  N.V.     CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 -------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
<S>                                              <C>       <C>           <C>            <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss)............................  $  (332)     $(453)       $   173        $   280         $(332)
  Adjustments to reconcile net income (loss) to
    net cash from operating activities.........   (1,271)       331          2,743         (1,653)          150
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES...................................   (1,603)      (122)         2,916         (1,373)         (182)
                                                 -------      -----        -------        -------         -----
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment..................................       --        (84)          (145)            --          (229)
  Expenditures for equipment on operating
    leases.....................................       --       (237)           (85)            --          (322)
  Other, net (primarily acquisitions and
    divestitures)..............................      244        193           (406)           248           279
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES...................................      244       (128)          (636)           248          (272)
                                                 -------      -----        -------        -------         -----
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness......    1,387        193         (2,605)         1,316           291
  Advance to capital...........................       --         --             --             --            --
  Dividends paid...............................      (28)        --            (88)            88           (28)
  Other, net...................................       --        279             --           (279)           --
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES...................................    1,359        472         (2,693)         1,125           263
                                                 -------      -----        -------        -------         -----
Other, net.....................................       --        (13)           (19)            --           (32)
                                                 -------      -----        -------        -------         -----
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS..................................       --        209           (432)            --          (223)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...       --        146            740             --           886
                                                 -------      -----        -------        -------         -----
CASH AND CASH EQUIVALENTS, END OF YEAR.........  $    --      $ 355        $   308        $    --         $ 663
                                                 =======      =====        =======        =======         =====
</Table>

                                       F-64
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 2000

<Table>
<Caption>
                                                   CNH
                                                  GLOBAL      CASE        ALL OTHER
                                                   N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
<S>                                               <C>      <C>           <C>            <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss).............................  $(381)      $(403)        $  130        $   273         $ (381)
  Adjustments to reconcile net income (loss) to
    net cash from operating activities..........    298         745           (530)           676          1,189
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES....................................    (83)        342           (400)           949            808
                                                  -----       -----         ------        -------         ------
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment...................................     --        (121)          (107)            --           (228)
  Expenditures for equipment on operating
    leases......................................     --        (112)           (68)            --           (180)
  Other, net (primarily acquisitions and
    divestitures)...............................    (67)         61             51             67            112
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES....................................    (67)       (172)          (124)            67           (296)
                                                  -----       -----         ------        -------         ------
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness.......    366        (251)         1,261         (1,252)           124
  Advance to capital............................     --          --             --             --             --
  Dividends paid................................    (82)         --           (156)           156            (82)
  Other, net....................................   (131)         20            (53)            80            (84)
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES....................................    153        (231)         1,052         (1,016)           (42)
                                                  -----       -----         ------        -------         ------
Other, net......................................     (3)         (7)           (40)            --            (50)
                                                  -----       -----         ------        -------         ------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...................................     --         (68)           488             --            420
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR....     --         214            252             --            466
                                                  -----       -----         ------        -------         ------
CASH AND CASH EQUIVALENTS, END OF YEAR..........  $  --       $ 146         $  740        $    --         $  886
                                                  =====       =====         ======        =======         ======
</Table>

                                       F-65
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999

<Table>
<Caption>
                                                   CNH
                                                 GLOBAL       CASE        ALL OTHER
                                                  N.V.     CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 -------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
<S>                                              <C>       <C>           <C>            <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss)............................  $   148      $ (45)       $   215        $  (170)        $  148
  Adjustments to reconcile net income (loss) to
    net cash from operating activities.........   (2,338)       376            690          2,209            937
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES...................................   (2,190)       331            905          2,039          1,085
                                                 -------      -----        -------        -------         ------
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment..................................       --        (50)          (160)            --           (210)
  Expenditures for equipment on operating
    leases.....................................       --        (34)           (29)            --            (63)
  Other, net (primarily acquisitions and
    divestitures)..............................   (1,823)       212         (2,788)           120         (4,279)
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES...................................   (1,823)       128         (2,977)           120         (4,552)
                                                 -------      -----        -------        -------         ------
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness......    2,822       (246)         1,309         (1,784)         2,101
  Advance to capital...........................    1,400         --             --             --          1,400
  Dividends paid...............................      (82)        --           (167)           167            (82)
  Other, net...................................     (137)         1            586           (542)           (92)
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES...................................    4,003       (245)         1,728         (2,159)         3,327
                                                 -------      -----        -------        -------         ------
Other, net.....................................       (3)        --            (68)            --            (71)
                                                 -------      -----        -------        -------         ------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS..................................      (13)       214           (412)            --           (211)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...       13         --            664             --            677
                                                 -------      -----        -------        -------         ------
CASH AND CASH EQUIVALENTS, END OF YEAR.........  $    --      $ 214        $   252        $    --         $  466
                                                 =======      =====        =======        =======         ======
</Table>

                                       F-66
<PAGE>
                                CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 24: SUBSEQUENT EVENTS

     In January 2002, CNH finalized its global alliance with Kobelco
Construction Machinery Co., Ltd. and Kobe Steel, Ltd. for the development,
production and selling of crawler excavators, including mini-excavators, on a
worldwide basis.

     In January 2002, CNH's second joint venture in China, Shanghai New Holland
Agricultural Machinery Corp., Ltd., commenced operations. Shanghai New Holland
Agricultural Machinery Corp., Ltd., was formed by an agreement between Shanghai
Tractor and Internal Combustion Engine Corporation, a wholly-owned subsidiary of
Shanghai Automotive Industry Corporation, and CNH's New Holland brand of
agricultural equipment. The joint venture company will manufacture, distribute
and ultimately export agricultural tractors under 100 horsepower.

     On February 4, 2002, CNH's shareholders approved adoption of certain
amendments to the articles of association of CNH, among which is an increase in
CNH's authorized share capital to E450 million, divided into 700 million common
shares and 300 million preferred shares. In addition, the shareholders have
authorized the board of directors to resolve on any future issuance of shares
for a period of five years.

EVENTS (UNAUDITED) SUBSEQUENT TO DATE OF AUDITORS' REPORT

     On March 9, 2002, President Bush signed into law the Job Creation and
Workers Assistance Act of 2002 (P.L. 107-147), which temporarily extends the
U.S. net operating loss carryback period from two years to five years for net
operating losses incurred in 2001 and 2002. In April 2002, the Company filed and
received a refund for approximately $105 million relating to the carryback of
approximately $270 million of its 2001 net operating losses.

     On March 28, 2002, CNH sold $674 million of retail receivables to a
qualified special purpose entity ("QSPE") pursuant to an asset-backed
securitization transaction in which the QSPE issued $1 billion of securities,
backed by the receivables sold, to outside investors. CNH will sell additional
retail receivables to the QSPE in the second quarter of 2002 to complete the
funding of the transaction. Proceeds from the sale were used to repay
outstanding borrowings and finance the origination of new receivables.

                                       F-67
<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     CNH GLOBAL N.V.
                                                       (Registrant)

                                                  /s/ MICHEL LECOMTE
                                          --------------------------------------
                                                      Michel Lecomte
                                               Chief Financial Officer and
                                              President, Financial Services

Dated: May 23, 2002
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
    EXHIBIT                            DESCRIPTION
    -------                            -----------
    <C>        <S>
       1.1     Articles of Association of CNH Global N.V. (filed as Exhibit
               1.1 to the Registration Statement on Form F-3 of CNH Global
               N.V. (File No. 333-84954) and incorporated herein by
               reference).
       1.2     Regulations of the Board of Directors of CNH Global N.V.
               dated December 8, 1999.*
       4.1     Outside Directors' Compensation Plan of CNH Global N.V.
               adopted November 12, 1999 and last amended on April 18,
               2000.**
       4.2     Equity Incentive Plan of CNH Global N.V. as amended and
               restated on July 23, 2001 (filed as Exhibit 10.1 to the
               Registration Statement on Form F-3 of CNH Global N.V. (File
               No. 333-84954) and incorporated herein by reference).
       8.1     List of subsidiaries of registrant.
      10.1     Credit Agreement dated 27 July 2000 between Fiat S.p.A., CNH
               Global N.V., Fiat Finance and Trade Ltd. S.A., New Holland
               Credit Company LLC, Case Corporation, Case Credit
               Corporation as Borrowers and The Banks and Chase Manhattan
               International Limited as Facility Agent and Euro Swing-Line
               Agent and The Chase Manhattan Bank as US Swing-Line Agent
               and ABN AMRO Bank N.V., Banca Intesa S.p.A., Chase Manhattan
               plc as Arrangers.**
      10.2     Amended and Restated Transfer and Administration Agreement
               dated December 15, 2000 between CNH Capital Receivables Inc.
               as Transferor, Case Credit Corporation, in its individual
               capacity and as Servicer, Certain APA Banks named therein,
               Certain Funding Agents named therein and The Chase Manhattan
               Bank as Administrative Agent (filed as Exhibit 10(e)(1) to
               the Annual Report on Form 10-K of Case Credit Corporation
               (File No. 33-80775-01) for the year ended December 31, 2000
               and incorporated herein by reference).
      10.3     First Supplemental Indenture dated as of March 28, 2000
               among Case Corporation, CNH Global N.V., as guarantor, and
               The Bank of New York, as trustee, supplementing the
               Indenture dated as of July 31, 1995 between Case Corporation
               and The Bank of New York, as trustee.*
      99.1     Letter of CNH regarding Arthur Andersen LLP.
</Table>

 * Previously filed as an exhibit to the annual report on Form 20-F of the
   registrant for the year ended December 31, 1999 and incorporated herein by
   reference.

** Previously filed as an exhibit to the annual report on Form 20-F of the
   registrant for the year ended December 31, 2000 and incorporated herein by
   reference.
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{"company-data": {"conformed-name": "CNH GLOBAL N V", "cik": "0001024519", "assigned-sic": "3531", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "20-F", "act": "34", "file-number": "333-05752", "film-number": "02661789"}, "business-address": {"street1": "100 SOUTH SAUNDERS ROAD", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}, "mail-address": {"street1": "100 SOUTH SAUNDERS ROAD", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}, "former-company": {"former-conformed-name": "NEW HOLLAND NV", "date-changed": "19961009"}}
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
                                   FORM 20-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                                       OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 1-14528

                                CNH GLOBAL N.V.
             (Exact name of registrant as specified in its charter)

                           KINGDOM OF THE NETHERLANDS
                        (State or other jurisdiction of
                         incorporation or organization)

                     WORLD TRADE CENTER, AMSTERDAM AIRPORT
                              TOWER B, 10TH FLOOR
                             SCHIPHOL BOULEVARD 217
                               1118 BH AMSTERDAM
                                THE NETHERLANDS
                    (Address of principal executive offices)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
                  TITLE OF EACH CLASS                                                ON WHICH REGISTERED
                  -------------------                                               ---------------------
Common Shares, par value E0.45                                                            New York
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  NONE

 SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
                                OF THE ACT: NONE

     Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report: 277,100,298 Common Shares

     Indicate by check mark whether the registrant has (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) been subject to such
filing requirements for the past 90 days. [X]

     Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17 [ ] or Item 18 [X].

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
                                                                        ----
PART I

Item 1.   Identity of Directors, Senior Management and Advisers.......    5
Item 2.   Offer Statistics and Expected Timetable.....................    5
Item 3.   Key Information.............................................    5
Item 4.   Information on the Company..................................   15
Item 5.   Operating and Financial Review and Prospects................   47
Item 6.   Directors, Senior Management and Employees..................   81
Item 7.   Major Shareholders and Related Party Transactions...........   88
Item 8.   Financial Information.......................................   90
Item 9.   The Offer and Listing.......................................   90
Item 10.  Additional Information......................................   91
Item 11.  Quantitative and Qualitative Disclosures About Market         101
          Risk........................................................
Item 12.  Description of Securities Other than Equity Securities......  104

                                  PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies.............  104
Item 14.  Material Modifications to the Rights of Security Holders and  104
          Use of Proceeds.............................................
Item 15.  [Reserved]..................................................  104
Item 16.  [Reserved]..................................................  104

                                  PART III

Item 17.  Financial Statements........................................  104
Item 18.  Financial Statements........................................  104
Item 19.  Exhibits....................................................  104
Index to Financial Statements.........................................  F-1
2
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION

     CNH Global N.V., formerly New Holland N.V., is incorporated in The
Netherlands under Dutch law.

     CNH combines the operations of New Holland and Case Corporation as a result
of their business merger on November 12, 1999. Effective with the closing of the
merger, we changed our name to CNH Global N.V. As used in this report, "CNH"
refers to CNH Global N.V. and its consolidated subsidiaries. In addition, "CNH"
may refer to New Holland N.V. for financial information prior to the merger.

     As of April 30, 2002, Fiat S.p.A. owned approximately 84.6% of CNH's common
shares. Fiat is one of the largest industrial groups in the world with major
operations in auto making components, capital equipment, space, insurance,
publishing and other sectors.

     CNH has prepared its annual consolidated financial statements in accordance
with generally accepted accounting principles in the United States or U.S. GAAP,
and certain reclassifications have been made to conform the historical New
Holland financial statements to the CNH presentation. The accompanying financial
statements reflect the historical operating results of CNH, including the
results of operations of Case since the merger date. CNH has prepared its
consolidated financial statements in U.S. Dollars and, unless otherwise
indicated, all financial data set forth in this report is expressed in U.S.
Dollars.

     Certain financial information in this report has been presented separately
by geographic area. CNH defines its geographic areas as (1) North America, (2)
Western Europe, (3) Latin America and (4) Rest of World. As used in this report,
all references to "North America," "Western Europe," "Latin America" and "Rest
of World" are defined as follows:

     -  North America -- United States and Canada.

     -  Western Europe -- Austria, Belgium, Denmark, Finland, France, Germany,
        Greece, Iceland, Ireland, Italy, Luxembourg, The Netherlands, Norway,
        Portugal, Spain, Sweden, Switzerland and the United Kingdom.

     -  Latin America -- Mexico, Central and South America, and the Caribbean
        Islands.

     -  Rest of World -- Those areas not included in North America, Western
        Europe and Latin America, as defined above.

     Certain market and share information in this report has been presented as
"worldwide," which includes all countries, with the exception of India and
China. In this report, management estimates of market share information are
generally based on registrations of equipment in most of Europe and on retail
data collected by a central information bureau from equipment manufacturers in
North America, as well as on shipment data collected by an independent service
bureau. Not all agricultural and construction equipment is registered, and
registration data may thus underestimate actual retail demand. In many
countries, there may also be a period of time between the delivery, sale and
registration of a vehicle; as a result, delivery or registration data for a
particular period may not correspond directly to retail sales in such a period.

                                 *  *  *  *  *

                                        3
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This report includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact contained or incorporated by reference in this
report, including statements regarding our competitive strengths, business
strategy, future financial position, budgets, projected costs and plans and
objectives of management, are forward-looking statements. These statements may
include terminology such as "may," "will," "expect," "should," "intend,"
"estimate," "anticipate," "believe," "continue," or similar terminology.

     Our outlook is predominantly based on our interpretation of what we
consider key economic assumptions and involves risks and uncertainties that
could cause actual results to differ. Crop production and commodity prices are
strongly affected by weather and can fluctuate significantly. Housing starts and
other construction activity are sensitive to interest rates and government
spending. Some of the other significant factors for us include general economic
and capital market conditions, the cyclical nature of our business, customer
buying patterns and preferences, foreign currency exchange rate movements, our
hedging practices, our and our customers' access to credit, political
uncertainty and civil unrest in various areas of the world, pricing, product
initiatives and other actions taken by competitors, disruptions in production
capacity, excess inventory levels, the effect of changes in laws and regulations
(including government subsidies and international trade regulations),
technological difficulties, changes in environmental laws, employee and labor
relations, energy prices, real estate values, animal diseases, crop pests,
harvest yields, government farm programs and consumer confidence, housing starts
and construction activity, concerns related to modified organisms and fuel and
fertilizer costs. Additionally, our achievement of the anticipated benefits of
the merger of New Holland and Case, including the realization of expected annual
operating synergies, depends upon, among other things, industry volumes as well
as our ability to integrate effectively the operations and employees of New
Holland and Case, and to execute our multiple brand strategy. Further
information concerning factors that could significantly impact expected results
is included in the following sections of this Form 20-F: "Item 3. Key
Information;" "Item 4. Information on the Company -- CNH Business Strategy,"
"-- Competition," "-- Seasonality and Production Schedules" and
"-- Environmental Matters;" "Item 5. Operating and Financial Review and
Prospects;" and "Item 6. Directors, Senior Management and Employees --
Employees."

     We can give no assurance that the expectations reflected in our
forward-looking statements will prove to be correct. Our actual results could
differ materially from those anticipated in these forward-looking statements.
All written and oral forward-looking statements attributable to us are expressly
qualified in their entirety by the factors we disclose that could cause our
actual results to differ materially from our expectations. We undertake no
obligation to update or revise publicly any forward-looking statements.

                                        4
PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.

ITEM 3. KEY INFORMATION

     A. SELECTED FINANCIAL DATA.

     The financial data set forth below at December 31, 2001 and 2000, and for
the years ended December 31, 2001, 2000 and 1999, have been derived from the
audited consolidated financial statements of CNH included herein. Financial data
at December 31, 1999, 1998, and 1997, and for the years ended December 31, 1998
and 1997, have been derived from our published financial statements.

     CNH has presented the selected historical financial data as of and for each
of the five years ended December 31, 2001 in accordance with U.S. GAAP, and
certain reclassifications have been made to conform the historical financial
statements to the 2001 presentation.

     CNH acquired Case on November 12, 1999, which approximately doubled the
annual revenues and asset base of CNH. The accompanying selected financial data
reflects the historical operating results of CNH, including the results of
operations of Case since November 12, 1999. As a result of this acquisition, the
historical financial statements may not be comparable from year to year.
FOR THE YEAR ENDED DECEMBER 31,
                                             --------------------------------------------------------
                                               2001        2000        1999        1998        1997
                                             --------    --------    --------    --------    --------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
                                                        (SHARES OUTSTANDING IN THOUSANDS)
STATEMENTS OF OPERATIONS DATA:
Revenues:
Net sales..................................  $  9,030    $  9,337    $  5,949    $  5,474    $  5,798
Finance and interest income................       685         704         324         223         193
                                             --------    --------    --------    --------    --------
     Total revenues........................     9,715      10,041       6,273       5,697       5,991
                                             ========    ========    ========    ========    ========
Net income (loss)..........................  $   (332)   $   (381)   $    148    $    258    $    388
                                             ========    ========    ========    ========    ========
Per share data:
  Basic earnings (loss) per share..........  $  (1.20)   $  (1.79)   $   0.99    $   1.73    $   2.60
  Diluted earnings (loss) per share........     (1.20)      (1.79)       0.97        1.73        2.60
Cash dividends declared per common share...      0.10        0.55        0.55        0.55        0.55
BALANCE SHEET DATA (AS OF YEAR END):
Total assets...............................  $ 17,212    $ 17,577    $ 17,678    $  7,296    $  6,330
Long-term debt, including current
  maturities...............................     6,646       5,539       4,558       1,011         651
Shareholders' equity.......................     1,909       2,514       1,710       1,784       1,621
Common Shares E0.45 par value..............       143         143          88          88          88
Shares outstanding.........................   277,100     277,175     149,660     149,000     149,000
B. CAPITALIZATION AND INDEBTEDNESS.

     Not applicable.

     C. REASONS FOR THE OFFER AND USE OF PROCEEDS.

     Not applicable.

                                        5
D. RISK FACTORS.

RISKS RELATED TO OUR BUSINESS, STRATEGY AND OPERATIONS

     WE MAY NOT FULLY REALIZE, OR REALIZE WITHIN THE ANTICIPATED TIME FRAME, THE
     ANTICIPATED BENEFIT OF THE MERGER OF NEW HOLLAND AND CASE.

     CNH combines the operations of New Holland and Case as a result of their
merger on November 12, 1999. A key strategic objective of the merger is the
realization of at least $600 million in expected profit improvements by year-end
2003. We have already achieved approximately $433 million of annual profit
improvements in 2001 as compared to the base levels of revenues and costs
incurred in the combined operations of New Holland and Case for the full year
1999. In addition, our goal is to achieve an additional $250 million in annual
merger-related and other profit improvements by year-end 2005, relating mainly
to savings in materials costs and rationalization of our plants and parts
depots. Our ability to realize at least the remaining $167 million of
merger-related profit improvements by year-end 2003 or our goal of an additional
$250 million of merger-related and other profit improvements by year-end 2005
depends on, among other things, our ability to complete the following
cost-containment initiatives:

     -  Reduction of manufacturing cost -- Through February 2002, we have
        divested, closed or reconfigured approximately 15 plants and eight parts
        depots in order to concentrate production in lower-cost plants and
        increase capacity utilization. We are in the process of closing or
        reconfiguring six more plants. In addition, we need to complete our
        plans for outsourcing non-core manufacturing activities.

     -  Rationalization of supplier base -- We have undertaken a project to
        rationalize our supplier base, reducing the number of our suppliers from
        over 6,000 to approximately 3,000 by 2004. By the end of 2001, we had
        reduced the number of our suppliers to approximately 5,100.

     Our failure to complete these initiatives could cause us not to realize
fully our anticipated profit improvements, which could weaken our competitive
position and adversely affect our financial condition and results of operations.

     OUR SUCCESS DEPENDS ON THE IMPLEMENTATION OF NEW PRODUCT INTRODUCTIONS,
     WHICH WILL REQUIRE SUBSTANTIAL EXPENDITURES.

     Our long-term results depend upon our ability to introduce and market new
products successfully. The success of our new products will depend on a number
of factors, including:

     -  the economy;

     -  competition;

     -  customer acceptance; and

     -  the strength of our dealer networks.

     As both we and our competitors continuously introduce new products or
refine versions of existing products, we cannot predict the market shares our
new products will achieve. Over the next few years, we expect that new products
will generate a substantial portion of our revenues. Any manufacturing delays or
problems with our new product launches could adversely affect our operating
results. We have experienced delays in the introduction of new products in the
past and we cannot assure you that we will not experience delays in the future.
In addition, introducing new products could result in a decrease in revenues
from our existing products. You should read the discussion under the heading
"Item 4. Information on the Company -- Business Overview -- Products and
Markets" for a more detailed discussion regarding our new and existing products.

     Consistent with our strategy of offering new products and product
refinements, we expect to continue to use a substantial amount of capital for
further product development and refinement. We may need more

                                        6
capital for product development and refinement than is available to us, which
could adversely affect our business, financial condition or results of
operations.

    PRODUCTION CAPACITY CONSTRAINTS AND INVENTORY FLUCTUATIONS COULD ADVERSELY
    AFFECT OUR RESULTS OF OPERATIONS.

     Changes in demand for our products and our program to rationalize our
manufacturing facilities and realign our manufacturing process have at times
resulted in, and may in the future result in, temporary constraints upon our
ability to produce the quantities necessary to fill orders and thereby effect
sales in a timely manner. A prolonged delay in our ability to fulfill orders on
a timely basis could adversely affect our operations. In addition, we rely upon
single suppliers for certain components, primarily those that require joint
development between us and our suppliers. An interruption in the supply of or a
significant increase in the price of any component part could adversely affect
our profitability or our ability to obtain and fulfill orders. Moreover, our
continuous development and production of new products often involves the
retooling of existing manufacturing facilities. This retooling may limit our
production capacity at certain times in the future, which could adversely affect
our results of operations.

     Our sales are influenced by the volume of inventories of finished products
maintained by us and our dealers. Our management believes that we and our
dealers have generally managed inventories in a relatively prudent manner, which
could cause us to lose certain sales as a result of product unavailability at
certain locations during periods of increased demand. However, in periods of
sudden declines in industry demand, larger inventories could lead to substantial
excesses in supply over demand, causing future reductions in our manufacturing
schedules and adversely impacting our operating results.

    OUR UNIONIZED LABOR FORCE AND OUR CONTRACTUAL AND LEGAL OBLIGATIONS UNDER
    COLLECTIVE BARGAINING AGREEMENTS AND LABOR LAWS COULD SUBJECT US TO GREATER
    RISKS OF WORK INTERRUPTION OR STOPPAGE AND IMPAIR OUR ABILITY TO ACHIEVE
    COST SAVINGS.

     Labor unions represent most of our production and maintenance employees
worldwide. Although we believe our relations with our unions are positive, we
cannot be certain that future issues with labor unions will be resolved
favorably or that we will not experience a work interruption or stoppage which
could adversely affect our business.

     In Europe, our employees are protected by various worker protection laws
which afford employees, through local and central works councils, rights of
consultation with respect to specific matters involving their employers'
business and operations, including the downsizing or closure of facilities and
employment terminations. These laws and the collective bargaining agreements to
which we are subject could impair our flexibility in streamlining existing
manufacturing facilities and in restructuring our business.

    AN INCREASE IN HEALTH CARE OR PENSION COSTS COULD ADVERSELY AFFECT OUR
    RESULTS OF OPERATIONS.

     Health care inflation rates in the United States have increased
significantly, leading to higher costs for both active and retired employees.
Should such inflation rates continue, we may record additional charges or make
changes to our benefit plans. In addition, recent fluctuations in the financial
markets have caused the valuation of the assets in our defined benefit pension
plans to decrease, which has resulted in an under-funding of some of our defined
benefit pension plans and the recognition of a minimum pension liability on our
balance sheet. We cannot assure you that future fluctuations in the financial
markets will not result in additional under-funding of our defined benefit
pension plans and require contributions by us that could adversely affect our
financial position.

     FUTURE UNANTICIPATED EVENTS MAY REQUIRE US TO TAKE ADDITIONAL RESERVES
     RELATING TO OUR NON-CORE FINANCING ACTIVITIES.

     Beginning in 1998, as part of a diversification strategy for its Financial
Services operations, Case expanded into the financing of trucks and trailers,
marine vessels and agricultural and construction equipment sold through its
competitors' dealers. As a result of a deterioration in these markets, we
recorded significant
                                        7
losses in 2000 and 2001 in our Financial Services operations. In late 2000 and
throughout 2001, we discontinued lending in these non-core areas. We believe we
have established adequate reserves for possible losses on these receivables from
our non-core financing activities. However, future unanticipated events may
affect our customers' ability to repay their obligations or reduce the value of
the underlying assets and therefore require us to increase our reserves, which
could materially adversely affect our financial condition and results of
operations.

    WE ARE SUBJECT TO CURRENCY EXCHANGE RATE FLUCTUATIONS AND INTEREST RATE
    CHANGES, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     We conduct operations in many areas of the world involving transactions
denominated in a variety of currencies. We are subject to currency exchange rate
risk to the extent that our costs are denominated in currencies other than those
in which we earn revenues. Similarly, changes in interest rates affect our
results of operations by increasing or decreasing borrowing costs and finance
income. In 2001, unfavorable currency exchange rate fluctuations had an adverse
impact on our financial condition and results of operations, while lower
interest rates had a slightly favorable impact. We manage these risks, which
arise in the ordinary course of business, through the use of financial hedging
instruments. We have historically entered into, and expect to continue to enter
into, hedging arrangements with counterparties that are members of the Fiat
Group. As with all hedging instruments, there are risks associated with the use
of foreign currency forward exchange contracts, as well as interest rate swap
agreements and other risk management contracts. While the use of such hedging
instruments provides us with protection from certain fluctuations in currency
exchange and interest rates, we potentially forego the benefits that might
result from favorable fluctuations in currency exchange and interest rates. In
addition, any default by the counterparties to these transactions, including by
counterparties that are members of the Fiat Group, could adversely affect us.

     Despite our use of financial hedging transactions, we cannot assure you
that currency exchange rate or interest rate fluctuations will not adversely
affect our results of operations, cash flow, financial condition or the price of
our common shares.

    TO REALIZE ADDITIONAL COST SAVINGS AND SYNERGIES, WE MUST COMPLETE THE
    INTEGRATION AND REENGINEERING OF A NUMBER OF CORE MANAGEMENT PROCESSES.

     Our ability to realize cost savings and synergies from the merger of New
Holland and Case will depend, in part, on our success in completing the
integration and, in many cases, reengineering of the different management
systems used throughout the two companies before the merger. We are focusing our
efforts, among other things, on reengineering product development and supply
chain management, as well as integrating the finance, information systems, human
resources and other administrative functions of the New Holland and Case
operations. This integration process has taken longer than we anticipated due to
the departure of a significant number of former Case executives and corporate
staff after the merger and the complexity of coordinating geographically
widespread organizations.

    TURNOVER IN FINANCE AND ACCOUNTING STAFF MAY ADVERSELY IMPACT OUR FINANCIAL
    REPORTING PROCESS.

     Turnover in corporate staff in our finance and accounting area has
prolonged the process of integrating our Case and New Holland operations and
created the risk that we may not have accurate and timely information for
decision making and financial reporting purposes. Our independent auditors noted
this risk to our management and Board of Directors in connection with our 2000
and 2001 audits. Management has implemented, and is continuing to implement, a
plan to address these issues, including hiring additional personnel and the
adoption of uniform accounting procedures throughout our operations. We believe
that the measures we are taking, once fully implemented, will resolve the
matters noted by our auditors before the audit of our 2002 financial statements.
However, we cannot assure you that we will be successful in implementing this
plan within that timeframe.

                                        8
WE ARE EXPOSED TO POLITICAL, ECONOMIC AND OTHER RISKS FROM OPERATING A
     MULTINATIONAL BUSINESS.

     Our business is multinational and subject to the political, economic and
other risks that are inherent in operating in numerous countries. These risks
include those of adverse government regulation, including the imposition of
import and export duties and quotas, currency restrictions, expropriation and
potentially burdensome taxation. We cannot predict with any degree of certainty
the costs of compliance or other liability related to such laws and regulations
in the future and such future costs could significantly affect our business,
financial condition and results of operations.

     On July 17, 2001, the European Commission issued a Statement of Objections
alleging that our French and Italian subsidiaries adopted practices leading to
the prevention of sales outside of dealer territories. We submitted a reply to
the European Commission and a hearing was held on January 28, 2002. As of the
date of this report, the Commission has not provided a ruling. The Commission
has the power to assess a wide range of fines, penalties and sanctions, which
may be significant. Any fines would be assessed by the Commission only after a
ruling by the Commission that these subsidiaries engaged in anti-competitive
practices. We believe that the allegations should be dismissed. However, we are
unable to predict the outcome of this proceeding and, while we intend to appeal
the decision if the outcome is unfavorable, we cannot assure you that any fine
the Commission might impose would not have a material adverse impact on our
business, financial condition and results of operations.

     Political developments and government regulations and policies in the
countries in which we operate directly affect the demand for agricultural
equipment. For example, a decrease or elimination of current price protections
for commodities in the European Union or of subsidy payments for farmers in the
U.S. would likely result in a decrease in demand for agricultural equipment. A
decrease in the demand for agricultural equipment could adversely affect our
sales, growth and results of operations.

     WE MAY BECOME SUBJECT TO U.S. WITHHOLDING TAX ON INTERCOMPANY LENDING,
     WHICH WOULD ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     CNH Global N.V., the Dutch parent company, makes intercompany loans to our
U.S. subsidiaries. The Netherlands -- United States Income Tax Convention, as
amended, exempts from U.S. withholding tax the payment of interest to us on
intercompany lending provided that, among other considerations, our shares are
substantially and regularly traded. To qualify for this exemption, one of the
requirements is that the annual trading volume of our common shares must be at
least 6% of the average number of our issued and outstanding common shares. We
believe that we presently satisfy the trading volume requirements of the
Netherlands-U.S. treaty. Our trading volume, annualized based on trading volume
from January to April 2002, was 12.3%. If the trading volume were to decline
below the 6% threshold, the interest payments that would be subject to
withholding tax would give rise to an annual incremental tax expense of
approximately $15 million. If this were to occur, we would consider alternative
funding strategies that may mitigate this cost. However, we cannot ensure that
such strategies would be successful.

     THE LOSS OF SERVICES OF ARTHUR ANDERSEN LLP COULD ADVERSELY AFFECT
     INVESTORS IN OUR COMMON SHARES OR CAUSE US SIGNIFICANT COST OR DELAY.

     Arthur Andersen LLP and its international affiliates provide us with
auditing services, including issuing an audit report with respect to our
financial statements contained in this report. Arthur Andersen LLP is the
subject of civil litigation, and is currently defending an obstruction of
justice charge in a criminal trial in the U.S. District Court for the Southern
District of Texas with respect to its activities in connection with Enron Corp.
It is possible that the criminal proceeding against Arthur Andersen LLP may
result in a conviction. As a result of the foregoing, Arthur Andersen LLP may
fail, may merge with or have its assets sold to a third party, or may lose
critical personnel. In the event that Arthur Andersen LLP fails or does not
otherwise continue in business, Arthur Andersen LLP may have insufficient assets
to satisfy any claims made with respect to this report. The SEC may decline to
accept financial statements audited by Arthur Andersen LLP if the firm is
convicted or is unable to represent to us that there was appropriate continuity
of Arthur Andersen LLP

                                        9
personnel working on our audit and availability of national office consultation.
In the event that Arthur Andersen LLP is unable to continue to provide audit
services to us, or if the SEC declines to accept financial statements audited by
Arthur Andersen LLP, we could experience significant additional cost or delay in
completing our periodic reports required to be filed with the SEC.

RISKS PARTICULAR TO THE INDUSTRIES IN WHICH WE OPERATE

     WE OPERATE IN A HIGHLY CYCLICAL INDUSTRY, WHICH COULD ADVERSELY AFFECT OUR
     GROWTH AND RESULTS OF OPERATIONS.

     Our business depends upon general activity levels in the agricultural and
construction industries. Historically, these industries have been highly
cyclical. Our Equipment Operations and Financial Services operations are subject
to many factors beyond our control, such as:

     -  the credit quality, availability and prevailing terms of credit for
        customers;

     -  our access to credit;

     -  adverse political and economic developments in our existing markets;

     -  the response of our competitors to adverse cyclical conditions; and

     -  dealer inventory management.

     In addition, our operating profits are susceptible to a number of
industry-specific factors, including:

  Agricultural Equipment Industry

     -  changes in farm income and farm land value;

     -  the level of worldwide farm output and demand for farm products;

     -  commodity prices;

     -  government agricultural policies and subsidies;

     -  limits on agricultural imports; and

     -  weather.

  Construction Equipment Industry

     -  prevailing levels of construction, especially housing starts, and levels
        of industrial production;

     -  public spending on infrastructure;

     -  volatility of sales to rental companies;

     -  real estate values; and

     -  interest and inflation rates.

  Financial Services

     -  cyclical nature of the above mentioned agricultural and construction
        equipment industries which are the primary customers for our financial
        services;

     -  interest rates;

     -  general economic and capital market conditions; and

     -  used equipment prices.

                                        10
The nature of the agricultural and construction equipment industries are
such that a downturn in demand can occur suddenly, resulting in excess
inventories and production capacity and reduced prices for new and used
equipment. These downturns may be prolonged and may result in significant losses
to us during affected periods. Equipment manufacturers, including us, have
responded to downturns in the past by reducing production and discounting
product prices. These actions have resulted in restructuring charges and lower
earnings for us in past affected periods. In the event of future downturns, we
may need to undertake additional restructuring.

     SIGNIFICANT COMPETITION IN THE INDUSTRIES IN WHICH WE OPERATE MAY RESULT IN
     OUR COMPETITORS OFFERING NEW OR BETTER PRODUCTS AND SERVICES OR LOWER
     PRICES, WHICH COULD RESULT IN A LOSS OF CUSTOMERS AND A DECREASE IN OUR
     REVENUES.

     The agricultural equipment industry is highly competitive, particularly in
North America, Europe, Australia and Latin America. We compete primarily with
large global full-line suppliers, including Deere & Company and AGCO
Corporation; manufacturers focused on particular industry segments, including
Kubota Corporation and various implement manufacturers; regional manufacturers
in mature markets, including Claas KGaA and SAME Duetz-Fahr Group, that are
expanding worldwide to build a global presence; and local, low cost
manufacturers in individual markets, particularly in emerging markets such as
Eastern Europe, India and China.

     The construction equipment industry is highly competitive, particularly in
Western Europe, North America, Latin America and the Asia Pacific region. We
compete primarily with global full-line suppliers with a presence in every
market and a broad range of products that cover most customer needs, including
Caterpillar Inc., Komatsu Construction Equipment and Volvo Construction
Equipment Corporation; regional full-line manufacturers, which have a strong
position in one market but not a global presence, including Deere & Company,
J.C. Bamford Excavators Ltd. and Liebherr-Holding GmbH; and product specialists
operating on either a global or a regional basis, including Ingersoll-Rand
Company (Bobcat), Hitachi Ltd., Sumitomo Construction, Manitou B.F., Merlo UK
Ltd., Gehl Company, Mustang Manufacturing Company, Inc., Yanmar Agricultural
Equipment Co. Ltd. and Kubota Corporation.

     If we are unable to compete successfully with other agricultural or
construction equipment manufacturers, we could lose customers and our revenues
may decline. In addition, competitive pressures in the agricultural and
construction equipment businesses may affect the market prices of our new and
used equipment, which, in turn, may adversely affect our sales margins and
results of operations.

     Banks, finance companies and other financial institutions compete with our
Financial Services operations. We may be unable to compete successfully in our
Financial Services operations with larger companies that have substantially
greater resources or that offer more services than we do.

     STRUCTURAL DECLINES IN THE DEMAND FOR AGRICULTURAL OR CONSTRUCTION
     EQUIPMENT COULD ADVERSELY AFFECT OUR SALES AND RESULTS OF OPERATIONS.

     The agricultural equipment business experienced a period of major
structural decline in the number of units sold and substantial industry-wide
overcapacity during the 1980s and early 1990s followed by a period of
consolidation among agricultural equipment manufacturers. Following a brief
period of increasing industry volumes in the mid to late 1990s, the number of
units sold, particularly of high horsepower agricultural tractors and combines,
began to steadily decline again in 1999. This decline continued in 2000 and
2001. Our sales of agricultural equipment declined in line with the industry. In
response to these adverse conditions, many companies, including us, have
undertaken restructuring programs to further reduce capacity. We cannot assure
you that the agricultural equipment industry will not continue to experience
declines or that unit sales will ever return to levels experienced in the mid to
late 1990s.

     The construction equipment business also experienced a major structural
decline in the number of units sold during 2001. Our sales of construction
equipment declined in line with the industry. As with the

                                        11
agricultural equipment industry, we cannot assure you that the construction
equipment industry will not continue to experience a decrease in demand.

     A decrease in industry-wide demand for agricultural and construction
equipment or a lack of recovery in the number of unit sales could result in
lower sales of our equipment and hinder our ability to operate profitably.

    AN OVERSUPPLY OF USED AND RENTAL EQUIPMENT MAY ADVERSELY AFFECT OUR SALES
    AND RESULTS OF OPERATIONS.

     In recent years, short-term lease programs and commercial rental agencies
for agricultural and construction equipment have expanded significantly in North
America. In addition, there has been consolidation of some commercial rental
agencies into nationwide rental conglomerates, such as United Rentals, Inc. and
NationsRent, Inc. These larger rental companies have become sizeable purchasers
of new equipment and can have a significant impact on total industry sales,
particularly in light construction equipment.

     When this equipment comes off lease or is replaced with newer equipment by
rental agencies, there may be a significant increase in the availability of
late-model used equipment which could adversely impact used equipment prices. If
used equipment prices decline significantly, sales of new equipment could be
depressed. As a result, an oversupply of used equipment could adversely affect
demand for, or the market prices of, our new and used equipment. In addition, a
decline in used equipment prices could have an adverse effect on residual values
for leased equipment, which could adversely affect our financial performance.

     THE AGRICULTURAL EQUIPMENT INDUSTRY IS HIGHLY SEASONAL, AND SEASONAL
     FLUCTUATIONS MAY CAUSE OUR RESULTS OF OPERATIONS TO FLUCTUATE SIGNIFICANTLY
     FROM QUARTER TO QUARTER.

     The agricultural equipment business is highly seasonal, because farmers
traditionally purchase agricultural equipment in the spring and fall in
connection with the main planting and harvesting seasons. Our net sales and
income from operations have historically been the lowest in the first quarter
and the highest in the second quarter.

    WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL LAWS AND REGULATIONS, AND OUR
    COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY WITH, EXISTING OR
    FUTURE LAWS AND REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS
    OF OPERATIONS.

     Our operations and products are subject to increasingly stringent
environmental laws and regulations in the countries in which we operate. Such
regulations govern, among other things, emissions into the air, discharges into
water, the use, handling and disposal of hazardous substances, waste disposal
and the remediation of soil and groundwater contamination. We regularly expend
significant resources to comply with regulations concerning the emissions levels
of our manufacturing facilities and the emissions levels of our equipment
products. In addition, we are currently conducting environmental investigations
or remedial activities at a number of our properties. We expect to make
environmental and related capital expenditures in connection with reducing the
emissions of our existing facilities and our manufactured equipment in the
future, depending on the levels and timing of new standards. In 2001, we
capitalized approximately $3.0 million of costs relating to compliance with
environmental regulations. Our costs of complying with these or any other
current or future environmental regulations may be significant. In addition, if
we fail to comply with existing or future laws and regulations, we may be
subject to governmental or judicial fines or sanctions.

RISKS RELATED TO OUR SUBSTANTIAL INDEBTEDNESS

     OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL
     CONDITION.

     We are highly leveraged and have substantial debt in relation to our
shareholders' equity. As of December 31, 2001, we had an aggregate of $9,863
million of outstanding indebtedness, and we are heavily dependent on
asset-backed securitization (ABS) transactions to fund our Financial Services
activities in North America and Australia.

                                        12
Our high level of debt could have important consequences to our investors,
including:

     - we may not be able to secure additional funds for working capital,
       capital expenditures, debt service requirements or general corporate
       purposes;

     - we will need to use a substantial portion of our cash flow from
       operations to pay principal of and interest on our debt, which will
       reduce the amount of funds available to us for other purposes;

     - we are more highly leveraged than our primary competitors, which could
       put us at a competitive disadvantage;

     - we may not be able to adjust rapidly to changing market conditions, which
       may make us more vulnerable in the event of a downturn in general
       economic conditions or our business; and

     - we may not be able to access the ABS markets, which may adversely affect
       our ability to fund our Financial Services business.

     To service our indebtedness, we will need to generate a significant amount
of cash, which will depend on many factors beyond our control.

     Our ability to satisfy our debt obligations will depend on our ability to
generate cash in the future. Our ability to generate cash is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control. If the cash flow from our operating activities is
insufficient, we may take actions, such as delaying or reducing capital
expenditures, attempting to restructure or refinance our debt, selling assets or
operations, or seeking additional equity capital. Any or all of these actions
may not be sufficient to allow us to service our debt obligations. Further, we
may be unable to take any of these actions on satisfactory terms, in a timely
manner or at all. The failure to generate sufficient funds to pay our debts or
to successfully undertake any of these actions could, among other things,
materially adversely affect our business and the market value of our common
shares.

    RESTRICTIVE COVENANTS IN OUR DEBT INSTRUMENTS COULD LIMIT OUR FINANCIAL AND
    OPERATING FLEXIBILITY AND SUBJECT US TO OTHER RISKS.

     The agreements governing our indebtedness include certain covenants that
restrict, among other things:

     - sales and leasebacks of assets above certain levels of tangible assets;

     - the creation of certain liens; and

     - consolidations, mergers and transfers of all or substantially all of our
       assets.

     We are currently in compliance with the covenants and restrictions
contained in our debt agreements. However, our ability to continue to comply
with such agreements may be affected by events beyond our control, including
prevailing economic, financial and industry conditions. In addition, upon the
occurrence of an event of default under our debt agreements, the lenders could
elect to declare all amounts outstanding under our debt agreements, together
with accrued interest, to be immediately due and payable.

    CREDIT DOWNGRADES OF US AND FIAT HAVE AFFECTED OUR ABILITY TO BORROW FUNDS
    AND MAY CONTINUE TO DO SO.

     Our ability to borrow funds and our cost of funding depend on our and
Fiat's credit ratings, as Fiat currently provides us with direct funding, as
well as guarantees in connection with some of our external financing
arrangements.

     Beginning in the fourth quarter of 2000 and continuing through 2001, our
ability to access the commercial paper market through the Case Corporation and
Case Credit programs was significantly reduced due to downgrades in the credit
ratings of those subsidiaries. In April 2001, Standard & Poor's Ratings Services
downgraded the long-term corporate credit ratings of CNH, Case Corporation and
Case Credit Corporation and related entities to BB from BBB- and also lowered
the short-term debt ratings of such entities to B, with a negative outlook. In
April 2001, Moody's Investors Service Inc. lowered its long-term and
                                        13
short-term debt ratings of Case Corporation to Ba2 and NP from Baa3 and P-3,
respectively, also with a negative outlook. At the same time, Moody's downgraded
Fiat's long-term debt rating from A3 to Baa2. In addition, in June 2001,
Standard & Poor's downgraded Fiat's short-term rating from A-2 to A-3.

     In February 2002, Moody's announced that it was reviewing the long-term
debt rating of Ba2 for Case Corporation and Case Credit, as well as Fiat's Baa2
long-term and P-2 short term debt ratings, for possible downgrade. In April
2002, Standard & Poor's placed Fiat's A-3 short-term corporate credit rating on
credit watch with negative implications. In May 2002, Fitch Ratings announced
that it had placed Fiat's BBB senior unsecured and F2 short-term ratings on
Rating Watch Negative. At the same time, Fitch's F2 short-term rating for New
Holland Credit Company's U.S. commercial paper program, which is guaranteed by
Fiat, was placed on Rating Watch Negative.

     We cannot assure you that the rating agencies will not further downgrade
our or Fiat's credit ratings. These downgrades have already affected our ability
to borrow funds, and further ratings downgrades of either our or Fiat's debt
could adversely affect our ability to access the capital markets or borrow funds
at current rates. Our E155 million securitization program for the sale of
receivables contains a provision that might require us to terminate the sale of
receivables into the facility in the event of a ratings downgrade of Fiat's
long-term unsecured debt below BB- (by Standard & Poor's) or Ba3 (by Moody's).
We are attempting to restructure this facility so that a ratings downgrade is
linked to an increase in the level of the collateral, instead of the termination
of the sale of receivables into the facility. However, we cannot ensure that our
efforts will be successful.

    OUR EVALUATION OF ALTERNATIVE SOURCES OF FUNDING AT COMPETITIVE RATES FOR
    CNH CAPITAL IS AT AN EARLY STAGE; WE MAY NOT BE SUCCESSFUL IN IMPLEMENTING
    ANY OF THESE ALTERNATIVES.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through equity investments by global or regional partners in joint
venture or partnership opportunities, new funding arrangements or a combination
of any of the foregoing.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness and other projected benefits from such
transaction(s) or arrangement(s).

RISKS RELATED TO OUR RELATIONSHIP WITH FIAT

    BECAUSE FIAT OWNS A SIGNIFICANT MAJORITY OF OUR COMMON SHARES, INVESTORS
    WILL NOT BE ABLE TO AFFECT THE OUTCOME OF ANY SHAREHOLDER VOTE OR CHANGE IN
    CONTROL.

     Fiat owns, indirectly through Fiat Netherlands Holding N.V., 84.6% of our
outstanding common shares. For as long as Fiat continues to own shares of our
common shares representing more than 50% of the combined voting power of our
common shares, it will be able to direct the election of all of the members of
our board of directors and determine the outcome of all matters submitted to a
vote of our shareholders, including matters involving:

     - mergers or other business combinations;

     - the acquisition or disposition of assets;

                                        14
-  the incurrence of indebtedness; and

     -  the payment of dividends on our common shares.

     Fiat's high level of ownership of our shares may have the effect of
delaying, deterring or preventing a change in control, may discourage bids for
our common shares at a premium over their market price and may otherwise
adversely affect the market price of our common shares.

     OUR TRANSACTIONS WITH FIAT MAY CREATE CONFLICTS OF INTEREST DUE TO FIAT'S
     OWNERSHIP OF OUR COMMON SHARES.

     We rely on Fiat to provide us with financial support, and we also purchase
goods and services from Fiat. Fiat's ownership of a substantial majority of our
common shares and ability to direct the election of all the members of our board
of directors could create, or appear to create, potential conflicts of interest
when Fiat is faced with decisions that could have different implications for
Fiat and us.

     IN THE EVENT THAT FIAT DECIDES NOT TO OR IS UNABLE TO CONTINUE TO FINANCE
     OUR OPERATIONS OR PROVIDE US WITH CERTAIN PRODUCTS AND SERVICES, OUR COSTS
     COULD INCREASE, WHICH WOULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

     We rely on Fiat to provide either guarantees or funding in connection with
some of our external financing needs, including the short-term credit facilities
that we used to finance the merger of Case and New Holland. Fiat has agreed to
maintain its existing treasury and debt financing arrangements with us for as
long as it maintains control of us and, in any event, at least until December
31, 2004. After that time, Fiat has committed that it will not terminate our
access to these financing arrangements without affording us an appropriate time
period to develop suitable substitutes. The terms of any alternative sources of
financing may not be as favorable as those provided or facilitated by Fiat. We
also rely on Fiat to provide us with some other financial products to hedge our
foreign exchange and interest rate risk, cash management services and other
accounting and administrative services. The terms of any alternative sources of
these products or services may not be as favorable as those provided or
facilitated by Fiat.

ITEM 4. INFORMATION ON THE COMPANY

     A. HISTORY AND DEVELOPMENT OF THE COMPANY.

     CNH Global N.V. is a corporation organized under the laws of the Kingdom of
The Netherlands, with a registered office in the World Trade Center, Amsterdam
Airport, Tower B, 10th Floor, Schiphol Boulevard 217, 1118 BH Amsterdam, The
Netherlands (telephone number: +(31)-20-46-0429). It was incorporated on August
30, 1996. CNH's agent for purposes of service of process in the United States is
Roberto Miotto, 100 South Saunders Road, Lake Forest, Illinois 60045 (telephone
number: +(1)-847-955-3910).

     We are a leading manufacturer of agricultural equipment throughout the
world, the third largest manufacturer of construction equipment and one of the
world's largest equipment finance companies. We distribute our strong, globally
recognized brands in over 160 markets through an extensive network of
approximately 11,700 dealers and distributors.

     We combine the operations of New Holland and Case as a result of their
business merger on November 12, 1999. Effective with the closing of the merger,
New Holland changed its name to CNH. As used in this report, all references to
"New Holland" or "Case" refer to (1) the pre-merger business and/or operating
results of either New Holland or Case on a stand-alone basis, or (2) the
continued use of the New Holland and Case product brands.

     On November 12, 1999, New Holland acquired Case for $4,600 million in cash,
including related costs and expenses. CNH financed the merger with total
borrowings of $3,000 million under short-term credit facilities, an advance to
capital of $1,400 million from Fiat Netherlands Holding N.V., formerly New
Holland Holdings N.V., a wholly owned subsidiary of Fiat, and available cash of
$200 million.

                                        15
In approving the merger, the European and U.S. regulatory authorities
identified a number of competitive concerns related to the combined operations
of Case and New Holland in specified product lines and markets. We have
addressed these competitive concerns by divesting the required product lines and
facilities.

     For a listing of our acquisitions and divestitures see Note 3,
"Acquisitions and Divestitures of Businesses and Investments" to the
Consolidated Financial Statements.

     B. BUSINESS OVERVIEW.

GENERAL

     We are one of the world's leaders in the engineering, manufacturing,
marketing and distribution of agricultural and construction equipment. We
organize our operations into three business segments: agricultural equipment,
construction equipment and financial services. We believe that we are the
largest manufacturer of agricultural equipment in the world based on units sold,
one of the largest manufacturers of construction equipment based on units sold
and have one of the industry's largest equipment finance operations.

     We market our products globally through our highly recognized Case, Case
IH, New Holland, Steyr, Fiat-Hitachi, FiatAllis, O&K and Kobelco brand names. We
manufacture our products in 47 facilities throughout the world and distribute
our products in over 160 countries through an extensive network of approximately
11,700 dealers and distributors.

     We are the only global, full-line company in both the agricultural and
construction equipment industries, with strong and usually leading positions in
every significant geographic and product category in both businesses. Our global
scope and scale includes integrated engineering, manufacturing, marketing and
distribution of equipment on five continents.

     In agricultural equipment, we believe we are the leading global
manufacturer of agricultural tractors and we also have leading positions in
combines, hay and forage equipment and specialty harvesting equipment. In
construction equipment, we are the world leader in backhoe loaders and wheeled
excavators, second in the world in skid steer loaders and the market leader in
Western Europe in crawler excavators. We also have leading positions in wheel
loaders, crawler dozers and graders. In addition, we provide a complete range of
replacement parts and services to support our equipment. In 2001, our sales of
agricultural equipment represented approximately 63% of our net revenues, sales
of construction equipment represented approximately 30% of our net revenues and
Financial Services represented approximately 7% of our net revenues. Our net
sales from Equipment Operations were approximately $9,030 million in 2001.

     We believe that we are the most geographically diversified manufacturer and
distributor of agricultural equipment in the industry. In 2001, approximately
46% of our net sales were generated from sales in North America, approximately
35% in Western Europe, approximately 7% in Latin America and approximately 12%
in the Rest of World including the Asia-Pacific region, Africa, the Middle East
and Eastern Europe. Our broad manufacturing base includes facilities in Europe
(Belgium, France, Italy and the United Kingdom), Latin America (Brazil), North
America (the United States and Canada), India and Australia. We also participate
in manufacturing joint ventures in China, Mexico, Turkey, Uzbekistan and
Pakistan, where these operations are among the market leaders.

     In North America, we offer a range of Financial Services products,
including retail financing for the purchase or lease of new and used CNH and
other equipment manufacturers' products and other retail financing programs. To
facilitate the sale of our products, we offer wholesale financing to dealers.
Wholesale financing consists primarily of floor plan financing and allows
dealers to maintain a representative inventory of products. Our retail financing
alternatives are intended to be competitive with financing available from third
parties. We offer retail financing in Brazil and Australia through wholly owned
subsidiaries and in Western Europe through a joint venture with a major European
bank. These activities represent future growth opportunities. At December 31,
2001, our serviced portfolio of receivables, including receivables owned and

                                        16
receivables serviced for others, was approximately $11.0 billion. Our revenues
from Financial Services were approximately $739 million in 2001.

MERGER INTEGRATION AND DEVELOPMENT PLAN

     CNH combines the operations of New Holland and Case as a result of their
merger in November 1999. Effective with the closing of the merger, New Holland
changed its name to CNH. As used in this report, all references to "New Holland"
or "Case" refer to (1) the pre-merger business and/or operating results of
either New Holland or Case on a stand-alone basis, or (2) the continued use of
the New Holland and Case product brands. New Holland acquired Case for $4,600
million in cash, including related costs and expenses. We financed the merger
with total borrowings of $3,000 million under short-term credit facilities, an
advance to capital of $1,400 million from Fiat Netherlands Holding N.V.,
formerly New Holland Holdings N.V., a wholly owned subsidiary of Fiat, and
available cash of $200 million. Management believes that the benefits of this
combination include:

     -  strengthening our position as a global, full-line manufacturer and
        distributor of agricultural and construction equipment products;

     -  leveraging some of the most well-recognized brands in agricultural and
        construction equipment; and

     -  reducing costs by integrating and rationalizing the manufacturing,
        supply chain management, distribution and administrative functions of
        the combined companies.

     As a result of our merger integration and development plan, we expect to
achieve over $600 million in annual merger-related profit improvements by
year-end 2003, including the approximately $433 million of annual profit
improvements achieved in 2001 as compared to the base levels of revenues and
costs incurred in the combined operations of New Holland and Case for the full
year 1999. In addition, our goal is to achieve an additional $250 million in
annual merger-related and other profit improvements by year-end 2005, relating
mainly to savings in materials costs and rationalization of our plants and parts
depots.

     The merger-related profit improvements are being achieved in the following
areas:

     Cross-Selling -- The merger of New Holland and Case has allowed us to
enhance revenues and gross profits by selling historical New Holland products to
Case customers and historical Case products to New Holland customers. As an
interim step towards our planned common platform approach, we have expanded the
market reach of many of our products by making relatively minor changes to
existing products and rebranding them for distribution in another dealer
network. Cross-selling revenues are measured by product line and accounted for
approximately $177 million in additional revenue for us in 2001 and
merger-related profit improvements of $35 million.

     Materials Costs -- We have been able to achieve cost savings on materials
in a number of ways. The merger has permitted us to benefit from the savings
associated with higher volume materials purchases. In addition, we have
reevaluated our supplier network and, in some cases, changed suppliers to
enhance cost savings. Our manufacturing reengineering initiatives have further
reduced materials costs through the more efficient design of some of our
components.

     For 2001, our management has classified all materials cost savings as
merger-related profit improvements. Materials cost savings were approximately
$50 million in 2000 and $75 million in 2001.

     Manufacturing, Depot and Other -- We have realized further cost savings by
implementing our plan to rationalize production and close manufacturing plants
and parts depots. These actions are evaluated on a plant-by-plant basis and are
net of any costs that we incur in order to close a particular plant. Plant
rationalization and closures resulted in net cost savings of $58 million in
2001. As the plant and depot rationalization plan continues, we expect continued
merger-related cost savings in this area.

     Selling, General and Administrative -- The merger and our merger-related
restructuring plans have reduced SG&A expenses throughout our business by
combining functions, reducing employment levels and

                                        17
outsourcing non-core functions. Our management has determined to classify all
profit improvements from reductions in SG&A expenses for the period from the
merger to the end of 2001 (and only for that period) as merger-related profit
improvements. Accordingly, we realized merger-related profit improvements from
SG&A reductions of $96 million and $110 million in 2000 and 2001, respectively,
and will not record any such improvements in future periods.

     In approving the merger, the European and U.S. regulatory authorities
identified a number of competitive concerns related to the combined operations
of Case and New Holland in specified product lines and markets. We have
addressed these competitive concerns by divesting the required product lines and
facilities. For a listing of our acquisitions and divestitures see Note 3,
"Acquisitions and Divestitures of Businesses and Investments" to the
Consolidated Financial Statements.

RECENT DEVELOPMENTS

     On January 10, 2002, we announced completion of our global alliance with
Kobelco Construction Machinery Co., Ltd., the world's fourth largest
manufacturer of hydraulic excavators, and its parent Kobe Steel, Ltd., one of
Japan's leading steelmakers. We formed this alliance to pursue the development,
production and sale of crawler excavators, including mini-excavators, on a
worldwide basis. This strategic worldwide alliance with Kobelco gives us access
to key crawler excavator technology. Furthermore we gained a significant
presence in the Asia-Pacific construction equipment market as Kobelco's
exclusive OEM supplier of all non-excavator construction equipment products,
which complements our strong presence in the North American and European
markets.

     In January 2002, an additional joint venture in China, Shanghai New Holland
Agricultural Machinery Corp., Ltd., commenced operations. Shanghai New Holland
was formed by an agreement between Shanghai Tractor and Internal Combustion
Engine Corporation, a wholly-owned subsidiary of Shanghai Automotive Industry
Corporation, and our New Holland brand of agricultural equipment. The joint
venture company will manufacture, distribute and ultimately export agricultural
tractors under 100 horsepower.

     On May 13, 2002, we announced a new long-term partnership with BNP Paribas
Lease Group, a subsidiary of BNP Paribas, to provide retail financing across
Europe. The new partnership will cover all of our brands and commercial
activities in Europe. Under the partnership, BNP Paribas Lease Group will own
50.1% of the shares of CNH Capital Europe SAS, which will hold the retail
financing portfolio, and we will own the remaining 49.9% of the shares. BNP
Paribas Lease Group will provide funding and administrative services for CNH
Capital Europe SAS, while CNH Capital's own European operations will be
responsible for the marketing and origination of financial products. The final
agreement is subject to approval by the board of directors of each company and
by the Banque de France.

INDUSTRY OVERVIEW

     Agricultural Equipment

     Management has estimated that the total worldwide market for agricultural
machinery was equal to approximately $39 billion in 2001, of which approximately
$13 billion is in North America and approximately $13 billion is in Europe. In
general, management estimates are based upon officially available data, our own
shipment and pricing data and estimates from industry sources.

     The operators of food, livestock and grain producing farms, as well as
independent contractors that provide services to such farms, purchase most
agricultural equipment. The key factors influencing sales of agricultural
equipment are the level of total farm cash receipts and, to a lesser extent,
general economic conditions, interest rates and the availability of financing.
Farm cash receipts are impacted by the volume of acreage planted, commodity
prices, crop yields, farm operating expenses, including fuel and fertilizer
costs, and government subsidies or payments. Farmers tend to postpone the
purchase of equipment when the farm economy is depressed, and to increase their
purchases when economic conditions improve. Weather conditions are a major
determinant of crop yields and therefore also affect equipment buying decisions.
In addition, the

                                        18
geographical variations in weather from season to season may result in one
market contracting while another market is experiencing growth. Government
policies affect the market for our agricultural equipment through regulation of
the levels of acreage planted and crop prices.

     Demand for agricultural equipment also varies seasonally by region and
product, primarily due to differing climates and farming calendars. Peak retail
demand for tractors and tillage machines occurs in the March through June months
in the Northern Hemisphere and in the September through November months in the
Southern Hemisphere. Equipment dealers generally order harvesting equipment in
the Northern Hemisphere in the fall and winter so they can receive inventory
during the winter and spring prior to the peak equipment selling season, which
begins in May and June. Similarly, in the Southern Hemisphere, equipment dealers
generally order between September and November for the primary selling season,
which extends from November through February. For combine harvesters and hay and
forage equipment, the retail selling season is concentrated in the few months
around harvest time. Furthermore, manufacturers may choose to space their
production and dealer shipments throughout the year so that wholesale sales of
these products in a particular period are not necessarily indicative of retail
demand.

     Customer preferences regarding product types and features vary by region.
In North America, Europe, Australia and other areas where soil conditions,
climate, economic factors and population density allow for intensive mechanized
agriculture, farmers demand high capacity, sophisticated machines equipped with
current technology. In Europe, where farms are generally smaller than those in
North America and Australia, there is greater demand for somewhat smaller, yet
sophisticated, machines. In the developing regions of the world where labor is
abundant and infrastructure, soil conditions and/or climate are not adequate for
intensive agriculture, customers prefer simple, robust and durable machines with
lower purchase and operating costs. In many developing countries, tractors are
the primary, if not the sole, agricultural equipment, and much of the
agricultural work in such countries that cannot be performed by tractor is
carried out by hand. In addition, a growing number of part-time or hobby farmers
in Western Europe and North America also prefer simple, low-cost agricultural
equipment. Our position as the most geographically diversified manufacturer of
agricultural equipment and our broad geographic network of dealers allows us to
supply customers in each of these significant markets in accordance with their
specific equipment requirements.

     Government subsidies are a key income driver for farmers raising certain
commodities in the U.S. and Western Europe. The level of support can range from
30% to over 50% of the annual income for these farms in years of low global
commodity prices or natural disasters. The existence of a high level of
subsidies in these markets for agricultural equipment reduces the effects of
cyclicality in the agricultural equipment business. The ability to forecast the
effect of these subsidies on agricultural equipment demand depends on either the
U.S. Farm Bill (typically revised every five years) or the Common Agricultural
Policy (CAP) of the European Union (typically revised every seven years). On May
13, 2002, President Bush signed into law the Farm Security and Rural Investment
Act of 2002. The new law will increase subsidies to the U.S. farming industry by
$31 billion over six years. Management expects that the new law will increase
the immediate demand for agricultural equipment and enhance industry prospects
for 2003.

     The CAP was revised in 2000, but has not yet resulted in the dramatic
lowering of subsidies. Instead the effect of the 2000 reform was to provide more
incentives to produce higher quality, value added products and to support rural
development and rural quality of life. This may result in a change in the nature
of equipment purchases from crop production activities to different types of
machines that support those initiatives.

                                        19
The following graph sets forth retail unit sales in North America and
Western Europe of certain agricultural equipment during the periods indicated:

[AGRICULTURAL EQUIPMENT SHIPMENTS GRAPH]
---------------

Sources: North America -- Association of Equipment Manufacturers; Canadian Farm
         and Industrial Equipment Institute. Western Europe -- Management
         estimates based on equipment registrations in each country.

     Major trends in the agricultural industry include a growth in farm size and
machinery capacity, concurrent with a decline in the number of farms and units
of equipment sold. The agricultural equipment industry, in most markets, began
to experience an increase in demand in the early 1990's as a result of both
higher commodity prices from an increased demand for food and low levels of
grain stocks worldwide. The amount of land under cultivation also increased as
government agricultural support programs shifted away from mandatory set-aside
programs. This trend was maintained through 1997, but the markets started to
decline in 1998 as a result of unfavorable economic conditions in certain parts
of the world, lower commodity prices and reduced aid to developing countries. In
2000, global prices for agricultural commodities remained low and, as a result,
overall industry demand for high horsepower agricultural equipment continued at
depressed levels, with worldwide industry demand for high horsepower
agricultural tractors and combines even slightly lower than in 1999. In 2001,
worldwide industry unit sales of high horsepower agricultural equipment
continued to decline.

     In North America, and to a lesser extent in certain other regions, there
has been significant growth in the under 40 horsepower tractor industry. In
2001, approximately 96,000 under 40 horsepower tractors were sold, compared to
approximately 35,500 in 1991. The growth in this segment has been due primarily
to the generally favorable economic conditions in North America. The customers
for these tractors include homeowners, turf and land care industries, commercial
contractors, public agencies, rental businesses, golf courses, hobby and part
time farmers and industrial plants. Recently, this customer segment demand has
started shifting towards higher horsepower tractors, particularly in the 40 to
60 and 60 to 90 horsepower segments. Purchasers of these products also use a
large number of attachments such as front end loaders,

                                        20
mowers and snow blowers. Customers often purchase multiple attachments, which
can provide significant revenue and margin opportunities for suppliers of the
core products.

     Construction Equipment

     Management estimates that the worldwide market for construction equipment
was equal to approximately $58 billion in 2001. The total worldwide market for
those product segments in which we compete is equal to approximately $38 billion
of which approximately $16 billion is in North America and approximately $12
billion is in Europe. International markets outside of North America and Western
Europe comprise approximately 25% of total demand for markets in which we are
active. The largest component of international sales volume is hydraulic
excavators, representing about $15 billion in annual industry sales.

     The United States and Canada represent about 40% of the total world demand
as measured in both units and revenues of construction equipment. Approximately
50% of all backhoe loaders sold in the world are sold in North America, as well
as 80% of all skid steer loaders and 60% of all dozers. North America's
loader/backhoe market is more than two times larger than Western Europe's. The
Western European market represents approximately 33% of the worldwide unit
volume and approximately 30% of worldwide construction equipment revenues.
Hydraulic excavators represent the largest volume segment in this region with
more than half of the annual sales of construction equipment. Western Europe
also accounts for 43% of the world demand for excavators and 65% of world demand
for telehandlers sold. The Asia-Pacific markets represent approximately 20% of
the total world market demand and 40% of excavator sales revenue and volume. For
the Asia-Pacific market in total, three out of every four pieces of construction
equipment sold are excavators. The remaining world markets represent
approximately 7% of market demand for new construction equipment, but are a much
larger portion of the demand for used equipment. These regional differences in
product demand enable small national manufacturers to survive, in countries like
Italy, Germany and Japan, even though they may produce relatively small numbers
of units.

     We divide construction equipment into two principal segments: heavy
construction equipment, which is over 12 metric tons, and light construction
equipment, which is under 12 metric tons. Purchasers of heavy construction
equipment include construction companies, municipalities, local governments,
rental fleet owners, quarrying and mining companies, waste management companies
and forestry related concerns. Purchasers of light construction equipment
include contractors, rental fleet owners, landscapers, logistics companies and
farmers.

     The principal factor influencing sales of light construction equipment is
the level of residential and commercial construction, remodeling and renovation,
which in turn is influenced by interest rates. Other major factors include the
level of light infrastructure construction such as utilities, cabling and piping
and maintenance expenditures. The principal use of light construction equipment
is to replace relatively high cost manual work. Product demand in the United
States and Europe has generally tended to mirror housing starts, but with lags
of six to 12 months. However, the recent financial difficulties and
restructurings of national rental companies in North America have adversely
impacted demand despite relatively strong levels of housing starts. In areas
where the cost of labor is inexpensive relative to other inputs such as Africa,
China and Latin America, the light construction equipment market segment is
virtually non-existent. These areas represent potential growth areas for light
equipment in the medium to long term as the cost of labor rises relative to the
cost of equipment. Therefore, higher volumes and economies of scale in
manufacturing, as well as tight cost controls, are important in maintaining
product profitability.

     Sales of heavy construction equipment are particularly dependent on the
level of major infrastructure construction and repair projects such as highways,
dams and harbors, which is a function of government spending and economic
growth. Furthermore, demand for mining and quarrying equipment applications is
linked more to the general economy and commodity prices, while growing demand
for environmental equipment applications is becoming less sensitive to the
economic cycle.

     The heavy equipment industry in North America, as well as in Europe, is
primarily a replacement market that follows cyclical economic patterns. Cycles
in the United States and Western Europe tend to be about ten
                                        21
years in duration. The industry in emerging markets generally exhibits an
overall growth trend, but with unpredictable and volatile cycles. In prior
years, demand for heavy construction equipment in North America had been
increasing as interest rates remained relatively stable and the level of
government spending on infrastructure projects increased. In 2000, with
increasing interest rates, industry demand for heavy construction equipment in
North America did decline compared with 1999. In Europe, demand had also been
increasing, primarily as a result of higher spending by European governments. In
2001, worldwide industry unit sales of construction equipment began to decline
dramatically, especially in the latter half of the year.

     The equipment rental business has recently become a more significant factor
in the construction equipment industry. With the exception of the U.K. and
Japanese markets, where there is a long history of machine rentals due to the
structure of the local tax codes, the rental market started with short period
rentals of light equipment to individuals or small contractors who could not
afford to purchase the equipment. In this environment, the backhoe loader in
North America and the mini-excavator in Western Europe were the principal rental
products. More recently, a greater variety of light equipment products as well
as many types of heavy equipment have become available to rent. In addition,
rental companies have allowed contractors to rent machines for longer periods
instead of purchasing the equipment, which allows contractors to complete
specific job requirements with greater flexibility and cost control.
Furthermore, in some countries, longer term rentals also benefit from favorable
tax treatment. The recent rapid consolidation of local and regional rental
companies in North America into national and large regional companies combined
with the economic and financial market declines have created financial pressures
on these market participants. They have, in turn, substantially reduced their
new equipment purchases, despite a relatively solid level of general economic
activity. Overall, this trend toward higher levels of rental activity in the
market may tend to reduce the correlation of industry unit demand for new
equipment with the basic economic industry drivers. On the other hand, increased
rental market activity could lead to more pronounced demand cyclicality in the
industry, as rental companies rush to adjust the size of their fleets as demand
or rental rates change.

     Seasonal demand fluctuations for construction equipment are somewhat less
significant than for agricultural equipment. Nevertheless, in North America and
Western Europe, housing construction generally slows down during the winter
months. North American and European industry retail demand for construction
equipment is generally strongest in the second and fourth quarters.

     Worldwide customer preferences for construction equipment products are
similar to preferences for agricultural equipment products. In developed
markets, customers tend to favor more sophisticated machines equipped with the
latest technology and comfort features. In developing markets, customers tend to
favor more basic equipment with greater perceived durability. Customers in North
America and Europe, where operator cost often exceeds fuel cost and machine
depreciation, place strong emphasis on product reliability. In other markets,
customers often continue to use a particular piece of equipment even after its
performance and efficiency begins to diminish. Customer demand for power
capacity does not vary significantly from one market to another. However, in
many countries, restrictions on the weight or dimensions of the equipment, such
as road regulations or job site constraints, may limit demand for large
machines.

     In general, most construction equipment sold in mature markets such as
North America and Europe replaces older equipment. In contrast, demand in less
mature markets includes replacements as well as net increases in equipment
demand for new products. In these markets, equipment demand also is partially
covered by used equipment sourced from the more developed and mature markets
including: used heavy construction equipment from North America in the Latin
American markets; both heavy and light used equipment from Western Europe in
Central and Eastern European, North African and Middle Eastern markets; both
heavy and light used equipment from Japan in other South East Asian markets; and
excavators from the Japanese market in almost every other market in the world.
These flows of used equipment are highly influenced by exchange rates and the
weight and dimensions of the sourced equipment, which limit the market for large
equipment due to road regulations and job site constraints.

                                        22
The following graph sets forth the components for 1991 to 2001 heavy and
light construction equipment retail unit sales in North America and Western
Europe:

                [CONSTRUCTION EQUIPMENT INDUSTRY SHIPMENT GRAPH]
---------------
Sources: North America -- Association of Equipment Manufacturers; Canadian Farm
         and Industrial Equipment Institute. Western Europe -- Management
         estimates based on shipment data in each country.

     Major trends in the construction equipment industry include the transition
in machinery usage from crawler dozers to modern hydraulic excavators and wheel
loaders in excavation and material handling applications. In addition, the light
to medium sized equipment sector has experienced significant growth as more
manual labor is being replaced on construction sites by machines with a myriad
of attachments for each specialized application, such as skid steer loaders in
North America and mini-excavators in the Rest of World.

     Recent low levels of public spending on new infrastructure, particularly in
North America and Western Europe, has limited recent growth in the heavy
equipment segments of the market and consequently, the market for light to
medium sized equipment has grown as a percentage of total construction equipment
sales. In 2000, the worldwide industry market demand for major construction
equipment products overall was up about 5% from 1999, but with mixed results by
product and geographic segment. In 2001, however, overall market demand declined
by approximately 11% with declines in each major product category and major
market area.

COMPETITIVE STRENGTHS

     We believe that our competitive strengths enable us to focus on markets and
products with growth potential while maintaining and improving our position in
the markets in which we are already established. This allows us to develop and
produce our products at the lowest possible cost level and support those
products with enhanced service capabilities, all leading to improved
profitability and a stronger financial position.

                                        23
Global Presence

     Our extensive global dealer networks provide us with access to the most
significant markets for our agricultural and construction equipment products. We
operate multiple distinct dealer networks, which are aligned along the global
Case and New Holland brand families. Through these networks, we seek to supply
our customers with a full line of products to facilitate multiple purchases. We
also gain significant customer intelligence from our dealers, allowing us to
continually adapt or cross sell our product offerings to meet our customers'
changing needs. In addition, our dealers provide high quality service and
support, which helps us maintain what we believe is one of the industry's
highest customer satisfaction and loyalty levels. We also support our dealers'
efforts by offering them favorable financing products such as retail and
floorplan financing.

     Well-Recognized Brands

     Our brands are market leaders in most segments of the agricultural and
construction equipment markets. We are the largest producer of agricultural
tractors, combines and construction equipment in the world based on number of
units sold. The merger of Case and New Holland brought to CNH some of the
industry's most respected and recognized global brands. Through differentiation
such as distinct coloring, styling and technical features, each brand offers
products that are tailored to meet the needs of the customers they serve.
Although each brand is distinct, the brands share a common reputation for
quality and dependability that we believe to be the hallmark of our global
manufacturing and product development processes.

     Full Range of Competitive Products

     We are the only full-line company in both the agricultural and construction
equipment industries, with strong and usually leading positions in every
significant geographic and product category in both businesses. We combine our
internal design and manufacturing strengths with those of our suppliers, joint
venture partners and alliances to develop product solutions and meet our
worldwide customers' needs at competitive cost levels.

     Implementation of a Low-Cost, Highly Flexible Manufacturing System

     We are integrating our manufacturing facilities and joint ventures into a
global manufacturing network designed to source products from the most
economically advantageous locations and to reduce our exposure to any particular
market. This initiative involves manufacturing common platforms and components
at a limited number of focused manufacturing facilities. These components will
then be delivered to assembly facilities where the final product will be
tailored to market needs. This will enable us to lower our fixed cost base and
rationalize our supply chain, which in turn provides us with the flexibility to
adjust our production levels and costs to industry cycles while maintaining
minimum levels of inventory.

     We are concentrating our efforts on core technologies and competencies
while leveraging our research and development activities with those of our
suppliers to develop and produce our new products at a lower cost, higher
quality and on a more timely basis than we could do alone. Through increased
flexibility and improved manufacturing efficiency, we will continue to reduce
our costs to enhance profitability even at constant volume levels.

     Strong Financial Services Capabilities

     Our strong Financial Services operations support our Equipment Operations
business by providing wholesale financing to our dealers and retail loans to
final customers. We are expanding this important service offering in additional
major markets to facilitate equipment sales. We believe a successful, integrated
financing capability will offer us a consistent source of earnings through
cyclical variation in the agricultural and construction equipment markets. We
may seek to utilize partnerships and joint ventures to grow our financing
capabilities in new markets.

                                        24
Experienced Management

     Our global management team has extensive experience in the global
agricultural and construction equipment industries. The collective experience of
this team has been the driving force behind our restructuring initiatives. Our
people come from all over the world, and our diversity is one of our greatest
strengths. This strong multinational character gives us confidence in our
ability to integrate our Case and New Holland activities as well as our new
partners, such as Kobelco, into the CNH family, gaining their skills and
expertise while enhancing the continued development of new products and services
for our markets around the world.

     Support of the Fiat Group

     Our relationship with the Fiat Group provides us with advantages in terms
of financial liquidity and support, sharing of technical and manufacturing
processes, and access to a talented pool of experienced management. Fiat
financially supports us with intercompany loans that help diversify our sources
of capital to fund our operations. We also benefit from the transfer of
technology and ideas from other areas of the Fiat Group to improve the processes
within our organizations, and from our diesel engine alliance with Iveco N.V.,
the truck-making subsidiary of Fiat and Cummins Inc., to produce the next
generation of diesel engines that meet future emissions requirements.

     Furthermore, as evidenced by the experience of some of our key members of
management, the entities that compose the Fiat Group offer a significant talent
base for CNH management.

     We operate in highly competitive, cyclical industries. Our ability to
respond timely to changing competitive and economic conditions may be impacted
by our size in the construction equipment industry relative to our key
competitors, our significant amount of indebtedness, potentially higher funding
costs and our management's focus on merger integration and cost savings
initiatives.

CNH BUSINESS STRATEGY

     Our strategic objectives are to:

     -  deliver profitability throughout the cycle and achieve higher margins
        than either Case or New Holland earned prior to the merger by realizing
        merger-related profit improvements, continuing sales growth and
        increasing customer satisfaction;

     -  generate cash through improved earnings, reduced working capital and
        improved asset utilization, and use that cash to reduce our debt and
        strengthen our balance sheet; and

     -  continue to position CNH to take advantage of future opportunities for
        product and market expansion, both in the short to medium term in areas
        such as Latin America and Eastern Europe and through our global alliance
        with Kobelco and, in the longer term, in areas such as China and India.

As a global full-line competitor in both the agricultural and construction
equipment markets, CNH plans to grow its business through market expansion and
product offering enlargement. We expect that our commitment to cost controls and
more efficient use of resources will create value for our shareholders through
improved profitability and an enhanced financial position. We believe that our
focus on further improving our products, distribution and services will lead to
increased customer satisfaction and loyalty, promoting future financial
stability and improved returns.

     CNH is managed as a global company, supporting its multiple brands and
multiple dealer networks in both its agricultural and construction equipment
businesses. Our manufacturing and engineering operations are managed with global
product line responsibilities, while our sales and marketing activities are
managed on a regional basis by brand.

                                        25
The following are the key elements of our strategy for achieving our
objectives:

     Multiple Brands

     We are leveraging our world-class Case, Case IH, New Holland, Fiat-Hitachi,
FiatAllis, O&K and Kobelco brands and multiple distribution networks to further
strengthen our position in all principal existing markets and enhance growth
opportunities by entering new market segments. We believe this strategy will
maintain a high level of dealer and customer loyalty, enhance our global market
position and leverage the combined product portfolio to create cross-selling
opportunities among brands.

     A key element of this strategy is to strengthen our dealer networks, moving
towards dealers that are more focused on particular brands. We believe that more
focused dealers tend to be more dedicated to enhancing their brand's market
position and building their own customer service capabilities in order to
increase customer loyalty and earn a larger share of their customers' equipment
and service expenditures. We have reassured our dealers that their brands and
networks will not be consolidated as other companies have done following
consolidations in the industry.

     Improve Cost Competitiveness

     Restructure Manufacturing Process -- By consolidating our supplier base and
rationalizing our logistics systems, we plan to reduce the number of our
suppliers from 6,000 at the time of the merger to 3,000 by 2004. This will
increase the volumes sourced from each supplier, permitting CNH to reduce its
costs and allowing suppliers to realize economies of scale. As of year-end 2001,
we have reduced the number of our suppliers to 5,100.

     We will reduce distribution complexity and costs by reducing the number of
parts depots from 45 to 31 and instituting a new global common parts system. As
of year-end 2001, we had reduced the number of parts depots to 39. Also, under
our new global parts packaging system, some high volume common parts will be
distinctly packaged for each brand or brand family but most other parts will
utilize common CNH packaging. This will further reduce our costs of servicing
new products by capitalizing on the common spare parts requirements of the
common components in the new products.

     By rationalizing our manufacturing activities, we will reduce excess
capacity and firmly focus each facility, creating a lean, flexible manufacturing
system. We will reduce our number of plants, both through required and voluntary
divestitures or closures and through downsizing, from 60 at the time of the
merger to 39 by the end of 2004, excluding new acquisitions. We had 45 plants as
of year-end 2001. As a result of the Kobelco global alliance and the Shanghai
joint venture the number of plants has increased to 47. In the process, we will
redistribute production of various products among the remaining plants to firmly
focus each facility on either the production of components or the assembly of
one product category. We will concentrate on certain key technologies or
competencies while outsourcing non-core activities.

     Selling, General and Administrative Costs -- We plan to reduce selling,
general and administrative costs to approximately 9.0% of net sales of Equipment
Operations by 2004, as compared to 10.8% in the first year of operations after
the merger, by eliminating duplicative functions while reducing salaried and
administrative positions.

     Common Components/Platforms for New Products -- Over time, CNH will develop
global products that optimize the use of common design elements and share
capital-intensive components. We will reduce the number of tractor, combine and
construction equipment product platforms from 74 to 45 without reducing the
number of final product lines. We intend to use a fewer number of global product
platforms with differentiated product features for our different brands. This
should permit us to lower product development and manufacturing costs and
complexity and increase production efficiencies, while reducing inventories,
order-to-delivery cycle times and invested capital requirements. In addition, we
will maintain strong brand identities for the different brands based on
precision of handling, productivity, operation controllability, product
serviceability, color and styling.

                                        26
Reengineer Core Processes

     We have commenced projects, beyond those envisioned at the time of the
merger, to further enhance the efficiency of our core business processes,
including:

     -  improving and integrating our manufacturing and supply chain systems by
        reducing lead times to both customers and the manufacturing process,
        increasing manufacturing flexibility, reducing dealer inventories and
        increasing asset turnover;

     -  focusing on key manufacturing technologies within our production system
        and outsourcing non-core technologies;

     -  developing partnerships that improve quality and support our product
        development efforts on the supply side;

     -  rationalizing our legal entity structure to merge duplicative subsidiary
        entities and eliminate dormant subsidiaries;

     -  developing new value added services that we can provide through our
        dealers and our Financial Services activities;

     -  outsourcing non-core business processes, such as information technology
        data center operations; and

     -  providing shared administrative services supporting all brands and
        geographic areas.

These programs will permit us to improve profitability while reducing our
working capital and the amount of assets employed in the business, allowing us
to improve our financial returns, asset turnover and cash flow.

     New Products

     We introduced many new products in 2001 and intend to do so again in 2002.
By 2004, we anticipate that almost 90% of our net sales of equipment, excluding
parts, will be generated by new products introduced since the merger.

     To retain existing customers and attract new customers, we plan to continue
to invest in product development to strengthen and broaden our product lines.
CNH will:

     -  introduce products with leading-edge technology, such as the new CX
        combine and a new line of short radius excavators based on Kobelco
        technology;

     -  tailor product offerings for entering new geographic markets and
        customer segments;

     -  upgrade equipment models with an emphasis on quality, reliability and
        product simplification, such as the new Axial-Flow combine and the Case
        M Series backhoe loader; and

     -  pursue complementary product lines through strategic partnerships, joint
        ventures and acquisitions, such as the strategic worldwide alliance with
        Kobelco, which gives us access to key crawler excavator technology.

     Global Expansion to New Markets

     We view geographical expansion as a major source of future growth and will
expand primarily into markets characterized by rapidly increasing food, housing
and infrastructure demand. On the construction equipment side, our commitment to
growth is evidenced by the recently completed global alliance with Kobelco
Construction Machinery Co., Ltd. of Japan. This alliance opens Japan and the
other markets of the Asia-Pacific region to CNH-built heavy and light equipment.
We have demonstrated our commitment to expansion in our agricultural business
through our joint venture with Shanghai Tractor and Internal Combustion Engine
Corporation, China's leading producer of agricultural tractors.

                                        27
Expand our Services Operations

     We are extending our services to earn revenue from our customers'
expenditures on products and services other than those we currently provide.

     Equipment Operations:

     -  Management continues to evaluate opportunities to increase the range of
        products and services offered to our existing customers. These may
        include equipment maintenance, repairs and extended warranty plans.

     Financial Services Strategy:

     -  Refocus on core business -- We have refocused our Financial Services
        operations on the core business of supporting agricultural and
        construction equipment sales to our base of equipment dealers and retail
        customers throughout the world. We have exited the commercial lending
        business and ended retail financing activities outside our own dealer
        networks.

     -  Broaden service offering outside North America -- We have reorganized
        our European businesses to better support our customers and dealers and
        to provide new products and services. At the same time, we are
        developing our core Financial Services business in Brazil. We will use
        joint ventures and alliances to expand our Financial Services businesses
        outside of North America to both accelerate new product and service
        introductions and to utilize our partners' sources of funding and
        established presence. We plan to expand our support to dealers and
        customers in as many areas of the world as is feasible, but more
        gradually than previously envisioned and, if possible, using less
        invested capital.

     -  Pursue strategic partnerships -- We are developing partnership
        arrangements as appropriate with other financial services providers to
        broaden our product offering, improve customer service, diversify our
        funding sources and gain access to funding at more attractive rates.

COMPETITION

     The agricultural equipment industry is highly competitive, particularly in
North America, Europe, Australia and Latin America. We compete primarily with
large global full-line suppliers, including Deere & Company and AGCO
Corporation; manufacturers focused on particular industry segments, including
Kubota Corporation and various implement manufacturers; regional manufacturers
in mature markets, including Claas KGaA and SAME Duetz-Fahr Group, that are
expanding worldwide to build a global presence; and local, low cost
manufacturers in individual markets, particularly in emerging markets such as
Eastern Europe, India and China.

     The construction equipment industry is highly competitive, particularly in
Western Europe, North America, Latin America and the Asia-Pacific region. We
compete primarily with global full-line suppliers with a presence in every
market and a broad range of products that cover most customer needs, including
Caterpillar Inc., Komatsu Construction Equipment and Volvo Construction
Equipment Corporation; regional full-line manufacturers, which have a strong
position in one market, but not a global presence, including Deere & Company,
J.C. Bamford Excavators Ltd. and Liebherr-Holding GmbH, and product specialists
operating on either a global or a regional basis, including Ingersoll-Rand
Company (Bobcat), Hitachi Ltd., Sumitomo Construction, Manitou B.F., Merlo UK
Ltd., Gehl Company, Mustang Manufacturing Company, Inc., Yanmar Agricultural
Equipment Co. Ltd. and Kubota Corporation.

     We believe that multiple factors influence a buyer's choice of equipment.
These factors include brand loyalty, product performance, availability of a full
product range, the strength and quality of a company's dealers, the quality and
pricing of products, technological innovations, product availability, financing
terms, parts and warranty programs, resale value, customer service and
satisfaction and timely delivery. We continually seek to improve in each of
these areas, but focus primarily on providing high-quality and high-value
products and supporting those products through our dealer networks. In both the
agricultural and
                                        28
construction equipment industries, buyers tend to favor brands based on
experience with the product and the dealer. Customers' perceptions of value in
terms of product productivity, reliability, resale value and dealer support are
formed over many years.

     The financial services industry is highly competitive. We compete primarily
with banks, finance companies and other financial institutions. Typically, this
competition is based upon customer service, financial terms and interest rates
charged.

PRODUCTS AND MARKETS

     We design, manufacture and distribute agricultural and construction
equipment and provide financial services through several subsidiaries and joint
ventures. We sell and distribute our products in more than 160 markets through
an extensive network of approximately 11,700 dealers and distributors.

     Our net sales of agricultural equipment represented 67% of 2001 equipment
sales, and net sales of construction equipment represented 33% of such revenues.
For the year ended December 31, 2001, our net sales of equipment were generated
from the following geographic areas: North America 46%, Western Europe 35%,
Latin America 7% and Rest of World 12%.

     Agricultural Equipment

     Agricultural equipment represented approximately 67% of our total net sales
of equipment in 2001. Our primary product lines of agricultural equipment, sold
under the Case IH and New Holland brands, include tractors, combine harvesters,
hay and forage equipment, seeding and planting equipment, tillage equipment,
sprayers, and grape, cotton and sugar cane harvesters. In addition, large
numbers of Construction Equipment products, such as telehandlers, skid steer
loaders and backhoe loaders, are sold to agricultural equipment customers. We
also sell tractors under the Steyr brand in Western Europe.

     In order to capitalize on customer loyalty to dealers and our company,
relative distribution strengths and historical brand identities, we continue to
use the Case IH, Steyr (tractors only) and New Holland brands, and to produce in
the historical colors of each brand. Management believes that these brands enjoy
high levels of brand identification and loyalty among both customers and
dealers. Although new generation tractors will have a higher percentage of
common mechanical components, each brand and product remains significantly
differentiated by color, interior and exterior styling, internal operator
features and model designation. In addition, flagship products such as row crop
tractors and large combine harvesters have even greater differentiation.
Distinctive features that are specific to a particular brand such as the
Supersteer(R) axle for New Holland, the Case IH tracked four wheel drive
tractor, Quadtrac(R), and front axle mounted hitch for Steyr have been retained
as part of each brand's identity.

     Tractors -- Tractors are used to pull, push and provide power for farm
machinery and other agricultural equipment. Tractors are classified by
horsepower size. We manufacture and market a broad range of tractors under the
Case IH, New Holland and Steyr brands ranging in size from 12 to 450 gross
horsepower, including a line of specialty tractors designed for particular
applications. We also market a line of lawn and garden tractors. Tractors
represented approximately 50% of our sales of agricultural equipment in 2001.

     The New Holland tractor brand is the market leader in Europe's major
markets, including Italy, the United Kingdom, France and Spain, and in a number
of other important markets including South Korea, Australia, Thailand, Turkey
and South Africa. New Holland is also among the market leaders in Latin America,
where it has the leading share of the overall tractor market, and has the third
largest share of the market in the United States and Canada. Case IH tractors
are among the market leaders in the high horsepower segments in North America,
Australia, Germany and the U.K., while Steyr brand is the market leader in
Austria and has a strong position in Germany and Switzerland.

     Our tractor product offering covers every market segment, including
compact, utility/specialty, all-purpose light, all-purpose heavy, over 100
horsepower and four wheel drive tractors. Compact tractors under 40 horsepower
are used either on farms as general purpose vehicles, in small plot applications
or in the growing
                                        29
off farm segment, where customers such as landscapers, homeowners and golf
courses need a small scale, fully functioning agricultural style tractor.

     Utility/specialty tractors range from 45 to 75 horsepower and are
specifically designed for all-purpose farm operations, with special versions for
orchard and vineyard applications, which require narrower or lower profiles and
tighter turning circles. We offer a wide range of models to cover all the
applications in both the New Holland and Case IH brands and also produce a
utility tractor for the German market under the Steyr brand. These products
consist of all-purpose, full specification tractors designed to serve as the
primary tractor for smaller farms and as a utility or chore tractor for larger
farms. We currently offer these tractors through the New Holland brand, while
the Case IH brand purchases orchard and vineyard products from Agritalia S.p.A.
for resale to dealers, and the Steyr brand produces a utility tractor for the
German market with unique features such as front mounted power take-off.

     All-purpose tractors range from 70 to 100 horsepower (light) and 100 to 125
horsepower (heavy) and have a wide range of applications from light tillage to
lifting heavy implements. Generally, the tractors in this range are the primary
tractors for small to medium size farming applications. We produce four
all-purpose light tractors ranging from 67 to 95 horsepower and six heavy
all-purpose tractors ranging from 90 to 125 horsepower. We offer a large variety
of specifications, including mechanical or hydraulic transmissions and cab and
non-cab versions, which allow us to configure tractors for different markets.
For example, we offer a specialized tool carrier tractor that can be driven in
either direction and takes a variety of attachments. This bi-directional tractor
is exclusive to us and unique in the marketplace.

     In the over 100 horsepower row-crop segment, we also offer a wide variety
of tractors ranging up to 235 horsepower. Tractors in this segment are primarily
used by large scale farming operations, often focusing on production of cash
grain crops and broadacre applications. We also offer a number of models with a
continuously variable transmission that is ideally suited to both agricultural
applications and highway usage, an important requirement of the European market.

     The highest horsepower tractor segment is the articulated four wheel drive
tractor of between 275 and 400 horsepower. Tractors within this segment are the
primary tillage and seeding tractors for the largest farming operations. Our
tracked design version, Quadtrac(R), also has growing applications in the earth
moving segment of the construction equipment markets.

     Combine Harvesters -- Combine harvesters are large, self-propelled machines
used for harvesting coarse and cereal grain crops, primarily soybeans, corn,
wheat, barley, oats and rice. These machines cut, convey, thresh and clean
grain. Crops are harvested by an attachable header and fed into the combine,
where the crop is separated from the stalk. The crop is then temporarily stored
in the combine's bin before being placed in trucks or other equipment for
transportation.

     New Holland's combine harvesters are the market leaders in most of Europe's
major markets, including Italy, Spain, France and the United Kingdom. We have
the leading share of the Brazilian market and a significant market presence in
the grain producing regions of Canada's prairie provinces. Case IH has a strong
position in North America and is a leader in Australia, Eastern Europe and
Central Asia. We offer two basic harvesting technologies, rotary and
conventional, each of which possesses advantages with respect to certain crops
and conditions. Our newly launched CX conventional combine is the first of a new
generation of modular combines designed so that either of the two different
threshing systems can be installed in the same basic combine frame.

     Hay and Forage Equipment -- Hay and forage equipment is used primarily to
harvest or mow, package and condition hay and forage crops for livestock feed.
We are the market leader in most of the principal categories of hay and forage
equipment in North America and the market leader in large rectangular balers in
many of Europe's major markets including France, the United Kingdom and Spain.
In addition we are the market leader in a number of important Rest of World
markets including Australia and New Zealand.

                                        30
This product line includes:

     -  self-propelled windrowers and tractor-powered mower/conditioners, which
        cut and condition hay crops using either cutting disks or sicklebars;

     -  hay tedders and rakes, which are designed to reduce drying time and
        place hay crops in windrows;

     -  round balers, which pick up and roll windrowed hay into circular bales;

     -  square balers, which pick up and compress windrowed hay into rectangular
        bales; and

     -  forage harvesters, which may be either self-propelled or pulled by a
        tractor and which cut and gather standing or windrowed crops and
        condition the material for animal feed or other uses.

     We also produce and market a number of related products, including manure
spreaders, grinder/mixers, self-propelled bale wagons that automatically pick
up, stack and transport hay bales and forage blowers used to fill vertical
silos.

     Seeding and Planting -- There are two main methods of planting seed: (1)
single seed placement, which is generally used for crops grown in rows such as
corn; or (2) continuous seed placement using the gravity method through a grain
drill or forced air dispersion with an air seeder, generally used for small
grain crops such as wheat. We have leading product entries in both categories.
One of the most critical pieces of equipment on a farm is the seeding equipment,
because it ensures maximum yield potential for the crop. Farmers use a large
variety of seeding mechanisms and machines, and seed placement varies by both
crop type and soil conditions particularly. Our new single seed placement
products employ advanced single seed planting technology, which removes the need
for consistent seed size in planting.

     Tillage -- We offer a range of tillage products including disc harrows,
chisel ploughs and new combination machines that perform a variety of tillage
functions in one pass. Our focus on managing the soil and water held in the soil
to help plants thrive has enabled our tillage products to achieve significant
market share in their categories.

     Sprayers -- Equipment for spraying fertilizers or pesticides can be either
self-propelled or pull type. We have a line of both types of sprayers and a
strong position in the North American market. We have successfully integrated
components from other self-propelled machinery such as the large four wheel
drive tractor onto the sprayer units, achieving manufacturing synergies while
providing better features for the customers.

     Grape Harvesters -- Grape harvesters separate grapes from their stems and
convey them into a stainless steel tank mounted on the back of the harvester.
Our range comprises nine models of differing sizes and features, including both
self-propelled and trailed versions. Our harvesters are currently market leaders
in France and enjoy a leading share of the European market for self-propelled
grape harvesters. We also export grape harvesters to customers in the
wine-producing regions of Australia, Chile and South Africa.

     Sugar Cane Harvesters -- Sugar cane harvesters cut and process standing
green sugar cane, extract dirt and trash and load the cut cane into waiting
transport bins to be carried to the mill. We have the industry leading sugar
cane harvester, produced in leading cane growing markets in Australia and
Brazil, and have launched new products specifically targeted at the developing
markets of India and China.

     Cotton Pickers -- Cotton pickers are large self-propelled machines that
pick the cotton boll out of the cotton flower, separating the cotton fibers from
any impurities that might contaminate the crop. We are one of only two global
manufacturers of these machines in the world and have a leading position with
both highly productive six row machines and more basic two row machines in North
America, Australia, Brazil and China.

                                        31
Construction Equipment

     Construction equipment represented approximately 33% of our total net sales
of equipment in 2001. Our present brand and product portfolio is the heritage of
many companies that have been merged into the global Case or New Holland brand
families. Case Construction provides a full line of products on a global scale.
The New Holland family has a regionalized focus capitalizing on heritage brand
names and customer relationships. For example, Fiat-Hitachi, which will soon
become Fiat/Kobelco, focuses on the Japanese-technology segment of the European
market, O&K focuses on the segment of the Western European market that prefers
German-developed technology and FiatAllis has a strong full-line offering, which
serves the Latin American market.

     Our new generation products, currently being developed and introduced,
share common components to achieve economies of scale in R&D and manufacturing.
We will differentiate these products based on the relative product value and
volume in areas such as precision of handling, productivity, operator
controllability, product serviceability, color and styling to preserve the
unique identity of each brand.

     Heavy Construction Equipment

     Our company is a market leader in heavy construction equipment in Western
Europe, Africa, the Middle East and Latin America. We also have a growing
position in the North American market in many heavy construction equipment
product lines such as crawler hydraulic excavators, wheeled hydraulic
excavators, wheel loaders and crawler dozers.

     Crawler Excavators -- Crawler excavators are anthropomorphic machines on a
360-degree rotating crawler tread base equipped with one arm that can perform a
wide variety of applications with extremely precise control by the operator.
Excavators are classified by the weight of the machine and heavy crawler
excavators weigh more than 12 metric tons. Our product offerings range from 13
metric tons up to 90 metric tons. Excavators are versatile machines that can
utilize a wide variety of attachments and are very efficient in terms of
operating cost per ton of earth moved. Generally, the crawler excavator is the
principal heavy construction equipment product that draws customers into
dealerships. Upon purchasing a particular excavator, they tend to purchase
additional heavy construction products of the same brand to simplify maintenance
and service requirements. Crawler excavators are the most popular construction
equipment machine in the Asia-Pacific market, where three out of every four
machines sold are excavators. We are the market leader in Western Europe,
providing leading German and Japanese technology through our O&K and
Fiat-Hitachi (soon to be Fiat/Kobelco) product offerings.

     Wheeled Excavators -- Wheeled excavators are a specialty excavator product
on a wheeled base rather than a crawler base, typically used in the Western
European market. We are the market leader in wheeled excavators both worldwide
and in Western Europe. Wheeled excavators, like backhoes, are self-transporting,
while crawler excavators must be transported by truck from location to location.

     Wheel Loaders -- Wheel loaders are four wheel drive articulated machines
equipped with a front loader bucket. The engine is located behind the driver for
better operator visibility. Wheel loaders are classified by engine horsepower
and we offer a broad product range from 80 horsepower to 450 horsepower. One of
the more traditional earth moving machines, wheel loaders also are popular for
non-construction applications such as bulk material handling, waste management
and snow removal, contributing to a more stable level of industry demand for
these products. We believe that we hold the number four position in the world
wheel loader market.

     Dozers -- Sometimes called crawler dozers, tractor dozers or bulldozers,
dozers were the first machines developed specifically for earth moving
applications. A dozer is a steel-tracked tractor with a robust frame and
equipped with a blade on the front for pushing dirt. Market demand for dozers
has generally been declining on a long-term basis as operators switch to other
machines, such as excavators and wheel loaders, which are more cost efficient in
most earth moving applications. However, the dozer market has only a few
manufacturers and is generally less competitive than the market for other
construction equipment product lines. Dozers are

                                        32
classified by engine horsepower and our product offering ranges from 60
horsepower to 350 horsepower. In addition, as they have steel tracks and are
generally operated under relatively harsh conditions, dozers tend to generate a
substantial demand for spare parts.

     Graders -- Graders are sophisticated multi-wheeled machines with a low
hanging blade that are used to level uneven terrain such as for creating or
repairing roads. The grader is, by definition, a road making machine, but it can
be used for any job where accurate leveling is required including airport
construction or snow removal. Graders also are used extensively for maintaining
unpaved roads, particularly in rural areas and lesser developed countries.
Graders range from basic machines used to maintain unpaved roads to machines
equipped with sophisticated electronic controls and laser leveling gauges for
creating or maintaining perfectly level surfaces. Our product range covers all
applications, from the simple, but robust, machines sold by FiatAllis in Brazil
to the most sophisticated O&K graders using German technology, which are the
market leaders in Western Europe.

     Dumpers -- Dump trucks haul bulk materials and are a natural complement for
hauling materials handled by our construction products, particularly in
off-highway applications. Dumpers are generally classified by tons of loading
capacity, and our product offering ranges from 25 tons up to 30 tons of loading
capacity. We purchase dumper products from Iveco, the truck-making subsidiary of
the Fiat Group, for resale to our dealers.

     Light Construction Equipment

     As a world leader in light construction equipment products such as backhoe
loaders and skid steer loaders, our products have a strong market position
worldwide. We plan to maintain and improve this position by leveraging economies
of scale in both manufacturing and distribution. In order to improve our
profitability, we are undertaking a number of steps, including consolidating two
manufacturing plants to one, creating one common production platform from two
platforms, outsourcing non-core manufacturing items and implementing design cost
reductions.

     Backhoe Loaders -- Backhoe loaders, based on a tractor shaped chassis,
combine two of the most important operations of earth-moving equipment, loading
and excavating. Our backhoe loaders range from the newest mini-backhoe loader at
50 horsepower designed for light maintenance and landscaping activities to the
largest 110 horsepower four wheel drive, four wheel steering machine, which
combines the excavating capability of a midi-excavator with the loading capacity
and maneuverability of a compact wheel loader. The backhoe loader is one of the
most popular light equipment products in the North American and European
markets, with a fundamental role in construction applications where flexibility
and mobility are required. We are the market leader in backhoe loaders in North
America and Latin America and we hold a strong position in the Western European
market.

     Skid Steer Loaders -- The skid steer loader is a versatile, compact
four-wheeled machine. It can be considered a tool carrier with a wide array of
tool-type attachments that can be utilized for a variety of operations, such as
loading, digging, cleaning, snow removal, boring, lifting, transporting, towing
or planting trees. Skid steer loaders are classified by their lifting capacity.
Our products cover all market segments from 500 pounds to over 3,000 pounds
lifting capacity. We are the second largest producer of skid steer loaders in
the world and offer industry leading products in each of the two different
lifting arm designs, parallel lift and radial lift. North America is the largest
market for this product, accounting for over 75% of world demand.

     Mini/Midi-Excavators -- Mini-excavators include all excavators that weigh
less than 12 tons. Mini-excavators are the most popular light equipment product
in the Western European and Japanese markets. Our new global alliance partner,
Kobelco, has the strongest reputation in the world for mini/midi-excavators and
is the developer of the short radius technology, which allows the machine's arm
to turn 360 degrees within the space of its own tracks. This flexibility creates
additional opportunities for machine usage in extremely tight working
conditions.

                                        33
Telehandlers -- Telehandlers are four wheel drive, four wheel steering
machines equipped with a telescoping arm designed for lifting, digging and
loading. Telehandlers are classified by the length of the telescoping arm, and
our products cover the entire range from six to 16 meters. Smaller machines are
often used in agricultural applications while larger machines are often used for
industrial and construction applications. Larger machines can also perform some
light earth moving operations. Telehandlers can accommodate a wide range of
attachments and have become more and more popular on construction sites,
replacing tower cranes, mobile cranes, platforms and loaders, each of which
requires two operators to perform what the telehandler does with one operator.
Approximately 60% of the world market demand for these units is in Western
Europe.

     Compact Wheel Loaders -- Compact wheel loaders are wheel loaders ranging
from 40 horsepower to 80 horsepower. We have a strong position in this segment
due to the cross-selling of the O&K product through its multiple brand networks.

     New Products and Markets

     Common Platforms -- We continuously review opportunities for the expansion
of our product lines and the geographic range of our activities. To this end, we
are enhancing our new product development program by establishing common
platforms for our different product lines. Using common platforms allows us to
balance the benefits of product differentiation with the efficiency achieved
through greater manufacturing volumes of shared components. Common platforms
allow us to preserve the strengths of the various New Holland and Case brands,
while reducing the total number of product platforms and generating significant
cost savings. We have already begun to implement the common platform strategy by
producing New Holland branded equipment at former Case facilities and Case
branded equipment at former New Holland facilities, allowing us to promote a
differentiated product offering in more markets around the world. Over time, we
intend to develop new platforms that will each serve as the basis for
differentiated New Holland and Case branded products. We also plan to establish
common platforms for the production of axles, transmissions and engines for each
of our tractor, combine and construction equipment product lines.

     By 2002, we expect that 35% to 40% of our agricultural equipment products
and 40% to 45% of our construction equipment products will be new products
developed on common platforms, an increase from 10% and 25%, respectively, in
2001. The first application of the common platform approach has been the all-new
high horsepower four wheel drive tractors, the Case IH STX line and the New
Holland TJ line, which are differentiated to appeal to their respective customer
bases, but share significant common componentry.

     The New Holland CX combine harvester, launched in 2001, has a number of
innovations including an exclusive integrated precision farming system, higher
capacity crop processing and a control center designed for maximum ease of
operation and operator comfort. The CX combine has won major agricultural awards
across Europe and was named Combine of the Year by Agritecnica, a German
agricultural trade show.

     International Joint Ventures -- To increase our global presence and gain
access to technology, we participate in a number of international manufacturing
joint ventures and strategic partnerships. We are integrating our manufacturing
facilities and joint ventures into a global manufacturing network designed to
source products from the most economically advantageous locations and to reduce
our exposure to any particular market.

     On January 10, 2002, we announced the completion of our global alliance
with Kobelco Construction Machinery Co., Ltd., the world's fourth largest
manufacturer of hydraulic excavators, and its parent Kobe Steel, Ltd., one of
Japan's leading steelmakers. We formed this alliance to pursue the development,
production and sale of crawler excavators, including mini-excavators, on a
worldwide basis. This strategic worldwide alliance with Kobelco gives us access
to key crawler excavator technology. We also gain a presence in the Asia-Pacific
construction equipment market as Kobelco's exclusive OEM supplier of all
non-excavator construction equipment products, which complements our strong
presence in the North American and European markets.

                                        34
In 2001, we announced that we had strengthened our presence in China by
entering into an agreement with Shanghai Tractor and Internal Combustion Engine
Corporation to form a joint venture company, Shanghai New Holland Agricultural
Machinery Corp., Ltd. to manufacture, distribute and ultimately support
agricultural tractors. In January 2002, the Shanghai joint venture commenced
operations to begin manufacturing and distribution of agricultural tractors
under 100 horsepower. This joint venture complements our Harbin joint venture in
China, which manufactures and distributes tractors over 100 horsepower.

RESTRUCTURING

     Our management formulated a plan to integrate the operations of the Case
and New Holland businesses at the time of the merger. Our goal was to divest or
close more than 30% of our manufacturing locations, including those required to
be divested by the regulatory authorities, and integrate our manufacturing
systems, reduce capacity and increase capacity utilization. In addition, we
planned to close approximately 14 of our 45 parts depots while migrating to one
global parts system and common parts packaging for parts that could be utilized
by multiple brands or distribution networks. As of year-end 2001, we have closed
14 plants and six parts depots. Through the consolidation of all functional
areas, we planned to reduce our worldwide workforce by approximately 24% by
2003. As of year-end 2001, our worldwide workforce had been reduced by 22%
(including divested companies).

     We divested the following assets in connection with the merger, as required
by European and U.S. regulatory authorities:

     -  Case's CX and MXC agricultural tractor product lines and the Doncaster,
        UK and St. Dizier, France plants;

     -  Case's Fermec brand loader/backhoe and industrial tractor lines and the
        Manchester, UK plant;

     -  Case's ownership in Hay and Forage Industries in Hesston, Kansas and the
        related hay and forage product lines;

     -  New Holland's Versatile large four wheel drive and Genesis over-140
        horsepower tractor lines and the Winnipeg, Canada plant;

     -  New Holland's Laverda combine harvester and the Breganze, Italy plant;
        and

     -  Case's large square baler product line, which was assembled in Neustadt,
        Germany.

     In 2001 and 2000, we recorded consolidated pre-tax restructuring and other
merger related costs of $104 million and $157 million, respectively. These
merger integration restructuring charges relate to severance and other
employee-related costs, write-down of assets, loss on the sale of assets and
businesses, costs related to closing, selling and downsizing existing facilities
and other merger related costs. During 2001, we reversed $31 million of purchase
accounting reserves through goodwill, primarily due to changes in estimates
related to involuntary employee severance and closing, selling and downsizing
existing facilities. In 1999, we recorded restructuring charges of $19 million
related to headcount actions contemplated under the 1998 restructuring initiated
by CNH, then New Holland, to better align its operations in response to the then
current economic and market conditions. See Note 4, "Restructuring" to the
Consolidated Financial Statements for further analysis of the Company's
restructuring programs.

MANUFACTURING

     We manufacture equipment and components in 47 manufacturing facilities,
including 15 facilities in the United States, five in Italy, four in France,
three each in Brazil and China, two each in Belgium, Germany, Mexico, the United
Kingdom and Uzbekistan, and one each in Australia, Austria, Canada, India,
Pakistan, Poland and Turkey. This total includes facilities which are operated
through joint ventures and alliances. Similar manufacturing techniques are
employed in the production of agricultural and construction equipment, resulting
in certain economies and efficiencies.

                                        35
Manufacturing Systems and Capacity

     Historically, the Case manufacturing model was designed with a higher
degree of vertical integration. The New Holland manufacturing model had a lower
degree of vertical integration and was able to respond more quickly to changes
in demand associated with cyclical businesses. As part of our integration
strategy, we have established the following manufacturing systems
rationalization objectives:

     -  rationalizing manufacturing plants;

     -  resizing manufacturing capacity for flat market demand;

     -  reducing vertical integration through strategic outsourcing;

     -  focusing our manufacturing facilities;

     -  maintaining a manufacturing presence close to major markets; and

     -  maintaining and/or improve product quality during the restructuring
        period.

     Plant Rationalization -- We have reduced worldwide manufacturing facilities
from 60 plants in 1999 to 45 plants at December 31, 2001. This has been
accomplished through the consolidation of manufacturing activities into existing
facilities, the sale of non-core operations and the required regulatory
divestitures of specific plants and product lines. We plan to further reduce the
number of manufacturing facilities to 39 plants (excluding acquisitions) by the
end of 2004. Manufacturing capacity utilization is projected to increase from
approximately 44% utilization in 1999 and approximately 48% utilization at the
end of 2001 to approximately 70% utilization by the end of 2004.

     Manufacturing Capacity Sizing -- We have sought a balance between high
capacity utilization and responsiveness to growth opportunities. We have sized
our manufacturing capacity to a flat market demand while introducing
modularization of both product and process design to add flexibility to the
manufacturing process. Our lean manufacturing techniques also improve
flexibility by reducing exposure to rapidly changing market demands. We also
manage the business cycle by establishing flexible work rules and setting
staffing levels that are supported by temporary employees.

     Strategic Outsourcing -- Our strategic outsourcing improves efficiency and
competitiveness in several ways. The benefits of outsourcing include:

     -  allowing our investments to focus on core competency operations;

     -  leveraging the expertise of our supply base;

     -  simplifying manufacturing complexity;

     -  reducing exposure to business cycles; and

     -  mitigating capital expenditures due to new technology or changes in
        regulation.

     Our use of strategic outsourcing also extends to non-core services such as
information systems and maintenance. Through strategic sourcing, we expect to
increase the variable cost content of our production cost to 80%.

     Focused Manufacturing Facilities -- Our more focused manufacturing strategy
will capitalize on facilities that are focused on manufacturing a single
product, to the extent possible. We believe that this approach achieves
economies of scale and improved quality.

     Presence Close to Market -- We continue to utilize regional manufacturing
locations that are strategically located close to our primary markets. This
geographic proximity impacts all areas of the supply chain and enhances our
responsiveness to changing market demands.

                                        36
Maintain/Improve Quality -- Throughout the manufacturing capacity
rationalization process, our primary focus has been on maintaining and improving
product quality by embedding key quality improvement activities into the
process, such as global product development and current product management
processes.

FINANCIAL SERVICES

     Overview

     CNH Capital is the captive financing arm of CNH, providing financial
services to dealers and customers through wholly owned subsidiaries in North
America, Australia, Brazil and parts of Western Europe and through joint venture
arrangements in France and Germany. The principal products offered on a
worldwide basis are retail loans to final customers and wholesale financing to
our dealers. CNH Capital has a serviced portfolio of approximately $11.0
billion, through its wholly owned subsidiaries in the U.S. (accounting for 72%
of the serviced portfolio), Canada (12%), Western Europe (10%), Australia (4%)
and Brazil (2%). CNH Capital provides retail loans, leases and insurance
products to end-user customers as the local market requires and provides a
variety of wholesale and insurance products to our dealer network.

     CNH Capital's mission is to improve the effectiveness of its finance
activities in supporting the growth of our equipment sales and contribute to
building dealer and end-user brand loyalty. Its strategy for meeting these
objectives is to grow its core financing business through higher financing
penetration of our equipment sales, expansion of its services offering, new
product development and marketing promotions and events. In addition, CNH
Capital is focused on improving credit quality and service levels and increasing
operational effectiveness. CNH Capital also plans to grow significantly its
financing business in Western Europe as it leverages existing partnerships with
major European banks and broadens its financing activities to cover CNH-branded
products in all the countries it services. CNH Capital also seeks to expand its
financing of used equipment through our dealers and of related services,
including expanded insurance offerings.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through equity investments by global or regional partners in joint
venture or partnership opportunities, new funding arrangements or a combination
of any of the foregoing. Joint venture or partnerships with third parties often
allow us to be more responsive to customer needs, introduce a wider range of
products more rapidly and to enter geographic and product markets at a faster
pace. Joint ventures may also reduce uncertainty and operational risks while
utilizing the partner's balance sheet strength and credit rating to support CNH
Capital's funding requirements on more advantageous terms.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness and other projected benefits from such
transaction(s) or arrangement(s).

     Finance Operations

     In North America, CNH Capital combines the former financial services
companies of New Holland and Case, offering a wide variety of financial products
including wholesale equipment financing for our dealers and end users, retail
loans, finance leases, operating leases, credit cards, rental programs and
insurance products. We have integrated the back office functions of these
predecessor companies, creating synergies from common practices and leveraging
common technology, but have established separate sales and underwriting groups
to service the Agricultural Equipment and Construction Equipment businesses.
This distinction allows CNH
                                        37
Capital to strengthen customer service and reduce risk by deploying
industry-specific expertise in each of these businesses.

     In the past, in North America, we provided financing options to dealers and
non-captive third parties to finance inventory, working capital, real estate
acquisitions, construction and remodeling, business acquisitions, dealer systems
and service and maintenance equipment. We also offered a broad range of retail
and wholesale financing products, including equipment and commercial loans and
leases for other North American manufacturers' products, dealers, distributors
and their customers. Due to the higher credit losses in these businesses, CNH
Capital has discontinued all of the diversified retail financing business in the
marine, trucking and forestry industries and in dealer financing not related to
its wholesale equipment sales. We are restructuring back to a captive Financial
Services company dedicated solely to the support of our dealers and customers
across all our brands. The non-core portfolios that we are exiting represent
less than 10% of CNH Capital's current serviced portfolio. CNH Capital also
strengthened its organization by hiring personnel with specific expertise in our
Equipment Operations industries, and by creating a special work-out team to deal
with troubled credits more effectively.

     Outside of North America, CNH Capital is developing its capabilities to
service our dealers and customers in more stable markets as legal regulations,
business and funding conditions and market and economic conditions permit.
Building on our experience in North America, we are introducing products
developed in North America into other markets to expand the product offerings
and customer service capabilities in those markets. CNH Capital continues to
evaluate and implement the most efficient cost structures for expanding its
Financial Services business outside of North America. Through joint venture
agreements, such as in France and Germany, we seek to leverage our partners'
established expertise, cost efficiencies, access to low cost sources of funding
and established market presence.

     Today, CNH Capital is focusing primarily on efficient risk management,
operational efficiency and strong customer service. We have significantly
expanded our risk management procedures at all stages of the financing process,
including definition, underwriting, remarketing and recovery. CNH Capital has a
dedicated team to address operational improvement opportunities, including the
complete re-engineering of some key processes. CNH and its predecessors have a
long history of successful financing relationships with North American
agricultural and construction equipment customers. We leverage our strong
relationships with our existing financing customers to implement innovative
customer tools and higher service standards. In 2002, new initiatives include
online credit applications with automatic approval, electronic issuance
contracts and web-based auctions for remarketing of used equipment.

     At the retail level, CNH Capital sells retail financial products primarily
through our dealers, whom we train in the use of the various financial products.
Our sales force may assist directly with some of the larger or more complex
financing proposals. Retail credit underwriting is performed by dedicated credit
analysis teams. The North American credit analysis teams utilize several retail
and lease score cards to assist in the underwriting process. CNH Capital
customizes these score cards for its business, including data from customer
financial statements and credit bureaus, as well as details of the deal
structure. Teams in other regions rely primarily on financial statements, credit
reporting and direct credit inquiries in analyzing credit risk, but may also use
some standardized score cards or matrices.

     At the dealer financing level in North America, CNH Capital provides
wholesale floor plan financing for our dealers, which allows dealers to maintain
a representative inventory of products. CNH Capital also provides some borrowing
base and real estate loans on a limited basis. For our floor plan financing, we
generally provide a fixed period of "free" financing for the dealers, during
which the manufacturer of the equipment on the floor pays the finance charges.
This practice helps to level fluctuations in factory demand and provides a
buffer from the impact of seasonal sales. After the "free" period, if the
equipment remains unsold, the dealer pays for interest costs.

     A wholesale underwriting group reviews dealer financials and payment
performance to establish credit lines for each dealer. In setting these credit
lines, we seek to meet the reasonable requirements of each dealer while
controlling our exposure to any one dealer. The credit lines are secured by the
dealer's unsold equipment
                                        38
assets and are used to facilitate wholesale sales. The dealer credit agreements
include a requirement to pay at the time of the retail sale. CNH Capital
employees conduct periodic stock audits at each dealership to confirm that
financed equipment is still in inventory. The frequency of these audits varies
by dealer and depends on the dealer's financial strength, payment history and
prior performance.

     Marketing personnel from CNH Capital work with our equipment operations
commercial staff to develop and structure financial products that will optimize
equipment sales and generate Financial Services income. CNH Capital also
develops products to finance additional equipment sold through our dealer
network or within the core businesses of agricultural or construction equipment.
This equipment includes used equipment taken in trade on a new CNH product and
equipment aligned or attached to our equipment.

     We compete primarily with banks, finance companies and other financial
institutions. Typically, this competition is based upon customer service and
finance rates charged. Long-term profitability in our Financial Services
operations is largely dependent on the cyclical nature of the agricultural and
construction equipment industries, interest rate volatility and access to
low-cost funding sources. CNH Capital relies on the financial markets,
intercompany lending and asset-backed securitizations to provide funding for its
activities. Presently, CNH Capital's funding strategy in North America is to
securitize all new originations, as quickly as possible and to let the existing
portfolio of discontinued business run off the books to reduce overall funding
requirements.

     We are evaluating developing full service rental business activities that
would expand the rental concept beyond the traditional business of providing
operating leases or daily rental contracts. Such activities would provide a full
service proposition to fleet owners, large contractors and other businesses,
including service, equipment maintenance, repair, fleet management, logistics
services and insurance. Such business models have developed in some Western
European heavy equipment markets and could be applicable to our agricultural and
construction equipment markets.

     Asset-Backed Securitizations

     CNH Capital periodically has accessed the asset-backed securities market in
the United States and Canada and will continue to rely on the availability of
liquidity through that market to fund its retail financing programs. We
anticipate that, depending on continued market interest and other economic
factors, it will continue to securitize its retail receivables in the United
States and Canadian markets. CNH Capital's access to the asset-backed securities
market will depend in part upon its financial condition, portfolio performance
and market conditions. These factors can be negatively affected by cyclical
swings in our industries of operation. CNH Capital typically has entered into
two securitization transactions per year since the merger, one in the first six
months of the year to securitize receivables originated in that period and
similarly, one in the second six months of the year. Securitization
transactions, in the United States, are typically approximately $1.0 billion in
size and in Canada are generally C$200 million to C$400 million in size. CNH
Capital applies the proceeds of the securitizations to repay outstanding debt
that was funding the receivables while on our balance sheet.

SUPPLIERS

     We purchase a number of materials and components from third-party
suppliers. In general, we are not dependent on any single supplier or exposed in
any substantial way to price fluctuations in respect of the materials or
commodities we purchase.

     We are currently rationalizing our supply chain to substantially reduce the
number of our suppliers from over 6,000 at the time of the merger to
approximately 3,000. In implementing this program, we plan to build mutually
beneficial partnerships with long-term suppliers based on increased volumes and
shared product development activities. We believe that a reduction in the number
of suppliers will result in more cost-effective arrangements, lower investment
requirements, greater access to technological developments and lower per-unit
costs. Although we are increasing our dependence on our remaining suppliers,
most of the

                                        39
products that we purchase from our suppliers are available from other sources.
As of year-end 2001, we have reduced the number of our suppliers to 5,100.

     In addition to the equipment manufactured by us and our joint ventures, we
also purchase both agricultural and construction equipment from other sources
for resale to our dealers. The terms of purchase from an original equipment
manufacturer, or OEM, allow us to market the equipment under our brands. As part
of our normal course of business, under these arrangements we generally forecast
our equipment needs based on market demand for periods of two to four months and
thereafter are effectively committed to purchase such equipment for those
periods. Certain manufactured components are also purchased on an OEM basis. OEM
purchases allow us to offer a broader line of products and range of models to
our dealer network and global customer base. In 2001, the total value of OEM
purchases comprised less than 8% of our total purchases. In 2001, approximately
25% of these purchases were as a result of supply contracts associated with the
divestitures, which will terminate in the next two years.

DISTRIBUTION AND SALES

     We possess one of the industry's most extensive dealer networks. We sell
and distribute our products through approximately 11,700 dealers and
distributors in more than 160 countries worldwide. Dealers typically sell either
agricultural equipment or construction equipment, although some dealers sell
both types of equipment. Construction equipment dealers tend to be fewer in
number, larger in size, better capitalized and located in more urban areas.
Agricultural dealers tend to be greater in number, but smaller in size and
located in rural areas.

     Large construction equipment dealers often complete their product offering
with products from more than one manufacturer due to historical relationships
that have persisted through the consolidation of the industry.

     Exclusive, dedicated dealers generally provide a higher level of market
penetration for the entire CNH product line than dealers who sell the same
products from more than one brand. Therefore, such dealers complement our
strategy of full product lines for all global brands. Some of our dealers in the
United States, Germany and Australia may sell more than one brand of equipment,
often including models sold by our competitors. Elsewhere, our dealers are
generally exclusive, but may share complementary products manufactured by other
suppliers in other product categories in order to complete their product
offerings, or where there was a historical relationship with another product
line that existed before that product was available through us. This is
particularly true of specialty products, such as equipment adapted for
particular crops or uses.

     In connection with our program of promoting our unified brand names and
identity, we generally seek to have our dealers sell a full line of our products
(such as tractors, crop production and crop harvesting). Generally, we achieve
greater market penetration where each of our dealers sells the full line of
products from only one CNH brand. Although appointing dealers that sell more
than one of our brands is not part of our business model, some joint dealers
exist, either for historical reasons or in limited markets where is it not
feasible to have separate dealers for each CNH brand. In some limited cases,
dealerships are operated under common ownership with separate facilities for
each of our brands.

     In North America, Mexico, most of Europe, Brazil and Australia, the
distribution of our products is generally accomplished directly through the
dealer network. In other parts of the world, our products are sold initially to
distributors who then resell them to dealers in an effort to take advantage of
such distributors' expertise and to minimize our marketing costs. Generally,
each of our distributors has responsibility for an entire country.

     We believe that it is generally more cost-effective to distribute our
products through independent dealers, and therefore we maintain company-owned
dealerships only in markets where we have experienced difficulty in establishing
satisfactory independent dealer relationships. At December 31, 2001, we operated
57 company-owned dealerships, located in the U.S., Canada and Germany. In the
mature markets, we expect a decrease in the number of our dealers in the coming
years, as the process of farm consolidation pressures dealers' financial

                                        40
positions. In North America, we operate a dealer development program that allows
approved dealer candidates to purchase dealerships from us over a fixed period
of time, with payments being made from the dealer's profits.

     A strong dealer network with wide geographic coverage is a critical element
in the success of any manufacturer of agricultural and construction equipment.
We possess one of the industry's broadest dealer networks and are working to
further enhance the network through the expansion of our lines of products and
customer services (including enhanced Financial Services) and an increased focus
on dealer support. To assist our dealers in building rewarding relationships
with their customers, we have introduced focused customer satisfaction programs
and seek to incorporate customer input into our product development and service
delivery processes.

     As the equipment rental business becomes a more significant factor in the
both the agricultural and construction equipment markets, we are continuing to
support our dealer network by facilitating sales of equipment to the local,
regional and national rental companies through our dealers as well as by
encouraging dealers to develop their own rental activities. We believe that a
strong dealer service network is required to maintain the rental equipment and
to insure that the equipment remains at peak performance levels both during its
life as rental equipment and afterward when resold into the second hand market.
As a leader in light construction equipment, the most requested rental products,
our product performance is key to maintaining our quality reputation, its
attractiveness to the rental customer and its resale value on the used equipment
markets. We have launched several programs to support our dealer service and
rental operations including training, improved dealer standards, financing, and
advertising. Also, as the rental market is a capital-intensive activity and
sensitive to variations in construction demand, we believe that any such
activities should be expanded gradually, with special attention to managing the
resale of rental units into the secondary market by our dealers, who can utilize
this opportunity to improve their customer base and generate additional parts
business.

     In North America, we are contractually obligated to repurchase new
equipment, new parts, business signs and manuals from former dealers following
our termination of the dealership if the former dealer so elects. Outside of
North America, repurchase obligations and practices vary by region. In addition
to the contractual repurchase obligation, certain jurisdictions have
agricultural and construction equipment dealership laws that require us to
repurchase new equipment and new parts at statutory amounts.

     In Japan, CNH and H. Shibamoto each own 50% of New Holland HFT Japan Inc.
("HFT"), which distributes our products in that country. HFT imports and sells a
full range of New Holland's agricultural equipment through approximately 60
retail sales and service centers located throughout Japan. In order to complete
its product offering, HFT also sells certain equipment manufactured by other
producers. HFT is the leading importer of agricultural tractors in the highly
competitive Japanese market and has a leading share of the Japanese markets for
combine harvesters and self-propelled forage harvesters.

PRICING AND PROMOTION

     The actual retail price of any particular piece of equipment is determined
by the individual dealer or distributor and generally depends on market
conditions, features and options. Actual retail sales prices may be lower than
the suggested list prices. We sell equipment to our dealers and distributors at
wholesale prices, which reflect a discount from the suggested list price. In the
ordinary course of its business, we engage in promotional campaigns that may
include price incentives or preferential credit terms on the purchase of certain
products.

     To ensure proper sale value for our equipment, we analyze competitors'
prices to assess the correct price levels for our equipment in each market. In
the agricultural business, under both the New Holland and Case IH brands,
products can be offered at different price points for basic products or fully
featured, leading technology products. This pricing mechanism allows us to reach
different customers without significant discounting in equipment prices.

                                        41
We regularly advertise our products to the community of farmers,
contractors, builders and agricultural and construction contractors, as well as
to distributors and dealers in each of our major markets. To reach our target
audience, we use a combination of general media, specialized design and trade
magazines and direct mail. We also regularly participate in major international
and national trade shows and engage in co-operative advertising programs with
major distributors and dealers. The promotion strategy of the Case IH and New
Holland brands varies according to our customer targets for those brands.

PARTS AND SERVICES

     The replacement parts and associated service business is a major source of
revenue for both our company and our dealers. The quality and timely
availability of parts and service are important competitive factors, as they are
significant elements in overall customer satisfaction and strong contributors to
the original equipment purchase decision. Our sales of parts represented
approximately 19% of our total net sales in 2001.

     We supply a complete range of parts, many of which are proprietary, to
support items in our current product line as well as for products that we have
sold in the past. As many of the products that we sell can have economically
productive lives of up to 20 years when properly maintained, each unit that is
retailed into the marketplace has the potential to produce a long-term revenue
stream for both CNH and our dealers. Sales of replacement parts have
historically been less subject to sharp changes in demand than sales of new
equipment and typically generate higher gross margins than sales of new
equipment.

     In order to improve the distribution of replacement parts and the
efficiency of our parts and services network, we have entered into arrangements
with three major suppliers of warehousing services. TNT provides warehousing
services in Latin America and APL Logistics provides similar services for most
of the Case/Case IH distribution channel in North America on a fee for service
basis. In North America, Caterpillar Logistics Services, Inc., a subsidiary of
Caterpillar Inc., provides warehousing services to us with respect to parts
operations for the New Holland brand, also on a fee for service basis. We handle
logistical arrangements directly with respect to parts operations in other areas
of the world.

     At December 31, 2001, we operated and administered 39 parts depots
worldwide, either directly or through arrangements with our warehouse service
providers, including 21 in North America, 12 in Europe, two in Latin America and
four in Australia and New Zealand. These depots supply parts to distributors,
which are responsible for sales to retail customers. Management believes that
these parts depots and our parts delivery systems provide our customers with
timely access to substantially all of the parts required to support our
equipment. We have reduced the number of parts depots from 45 to 39 at the end
of 2001, as part of the ongoing restructuring activities associated with the
merger of New Holland and Case, and we plan further reductions to 31 depots by
2003.

     Through the establishment of common platforms and systems for various
product lines, we have enhanced the efficiency and cost effectiveness of our
parts business by centralizing the production of these components.

     As part of the expansion of our product range and the renewal of most of
our agricultural and construction equipment product lines, many new parts have
entered or will enter into our parts system. To take advantage of the
significant number of shared parts being designed for the new common component
system, we have developed a new common parts packaging system for parts that can
be used by any of our multiple brands. A small number of high volume common
parts will be distinctly packaged for each brand or brand family, even if the
parts are identical. These would typically be the parts that a customer might
see in a dealer's showroom. All remaining parts will utilize common CNH
packaging to minimize costs and distribution complexity.

     The development of a common global parts system for all products and brands
is another key merger profit improvement action that is facilitating the depot
rationalization program. We also expect the new parts system to improve parts
inventory management and customer service levels. The new system is expected to
be installed in North American locations by the first quarter of 2003 and in
Western Europe by the first quarter of 2004.

                                        42
SERVICE AND WARRANTY

     Our products are warranted to the end user to ensure end-user confidence in
design workmanship and material quality. Warranty lengths vary depending on
competitive standards established within individual markets. In general,
warranties tend to be for one to three years, with some as short as six months,
and cover all parts and labor for non-maintenance repairs and wear items,
provided operator abuse, improper use or negligence did not necessitate the
repair. Warranty on some products is limited by hours of use, and purchased
warranty is available on most products. Dealers submit claims for warranty
reimbursement to us and are credited for the cost of repairs if the repairs meet
our prescribed standards. Warranty expense is accrued at the time of sale, and
purchased warranty revenue is deferred and amortized over the life of the
warranty contract.

     Our distributors and dealers provide service support outside of the
warranty period. Our service engineers or service training specialists train
service personnel in one of several CNH training facilities around the world or
on location at dealerships.

SEASONALITY AND PRODUCTION SCHEDULES

     Seasonal industry conditions affect our sales of agricultural equipment
and, to a lesser extent, construction equipment. Our production levels are based
upon estimated retail demand. These estimates take into account the timing of
dealer shipments, which are in advance of retail demand, dealer inventory
levels, the need to retool manufacturing facilities to produce new or different
models and the efficient use of manpower and facilities. We adjust our
production levels to reflect changes in estimated demand, dealer inventory
levels, labor disruptions and other matters not within our control. However,
because we spread our production and wholesale shipments throughout the year to
take into account the factors described above, wholesale sales of agricultural
equipment products in any given period may not reflect the timing of dealer
orders and retail demand.

INSURANCE

     We maintain insurance with third-party insurers and with affiliates of Fiat
to cover various risks resulting from our business activities including, but not
limited to, risk of loss or damage to our facilities, business interruption
losses, general liability, product liability, automobile liability and directors
and officers liability insurance. Management believes that our present level of
insurance coverage is adequate to cover such potential losses arising out of
these and other insurable risks.

LEGAL PROCEEDINGS AND REGULATION

     We are party to various legal proceedings in the ordinary course of our
business, including product warranty, dealer disputes, workers compensation, and
customer and employment matters. In addition, certain of our Brazilian
subsidiaries are currently contesting certain claims made by the Brazilian tax
authorities related to taxation and employer social contributions. Although we
cannot accurately predict the amount of any liability that may arise with
respect to any of these matters, we do not expect any proceeding, if determined
adversely to us, to have a material adverse effect on our consolidated financial
position, results of operations or cash flows. Although we vigorously defend all
claims, we make provision for potential liabilities when we deem them probable
and reasonably estimable. These provisions are based on current information and
legal advice and are adjusted from time to time according to developments.

     We operate in multiple jurisdictions and are subject to competition law and
other laws and regulations of those jurisdictions. On July 17, 2001, the
European Commission issued a Statement of Objections alleging that our French
and Italian subsidiaries adopted practices limiting sales outside of dealer
territories. We submitted a reply to the European Commission and a hearing was
held on January 28, 2002. As of the date of this report, the Commission had not
provided a ruling. The European Commission has the power to assess a wide range
of fines, penalties and sanctions, which may be significant. Any fines would be
assessed by the Commission only after a ruling by the Commission that these
subsidiaries engaged in anti-competitive practices. We believe that the
allegations should be dismissed. However, we are unable to predict the outcome
                                        43
of this proceeding and, while we intend to appeal the decision if the outcome is
unfavorable, we cannot assure you that any fine the Commission might impose
would not have a material adverse impact on our business, financial condition
and results of operations.

     We are party to a lawsuit filed against us in the U.S. District Court for
the Southern District of Florida alleging that the plaintiffs have an interest
in respect of O&K Mining GmbH ("O&K"), which is 75% owned by us. The plaintiffs
allege that O&K was expropriated from their Jewish grandfather in the 1930's
during the Nazi era and sold to other companies. The plaintiffs claim that they
own a 25% interest in O&K and are seeking restitution of that 25% interest as
well as monetary damages amounting to profits, dividends and other income
derived therefrom. We believe these allegations are without merit and intend
vigorously to defend the case.

     C. ORGANIZATIONAL STRUCTURE.

     As of April 30, 2002, approximately 84.6% of CNH's outstanding common
shares are owned by Fiat Netherlands Holding N.V., a wholly owned subsidiary of
Fiat. Fiat was founded in Turin on July 11, 1899. In addition to automobile
manufacturing, Fiat produces commercial vehicles, buses, farm tractors and
marine engines.

     As of the end of December 2001, Fiat is one of the world's largest
industrial groups, operating in 61 countries with 1,063 companies, of which 274
subsidiaries and affiliates are located in Italy. Fiat employs over 198,000
people, including more than 95,500 in Italy.

     Fiat Group companies are organized into ten operating sectors: Automobiles,
Commercial Vehicles, Agricultural and Construction Equipment, Metallurgical
Products, Components, Production Systems, Aviation, Publishing and
Communications, Insurance and Services. These companies include Fiat Auto,
Iveco, CNH, Magneti Marelli, Comau, Teksid, Fiat Avio, Itedi and Toro
Assicurazioni.

     We have over 200 subsidiaries, limited liability companies, joint ventures
and dealer development companies. In 2001, the Company initiated a global
project to rationalize its legal entity structure to eliminate dormant
subsidiaries, merge duplicative subsidiary entities and generate administrative
efficiencies and related personnel savings within the various countries in which
it operates.

     A listing of our directly and indirectly owned (10% or greater)
subsidiaries and affiliates as of December 31, 2001 is set forth in an exhibit
to this Form 20-F.

     D. PROPERTY, PLANTS AND EQUIPMENT.

     Our facilities are well maintained, in good operating condition and are
suitable for their present purposes. These facilities, including the planned
restructuring actions and planned capital expenditures, are expected to meet our
manufacturing needs in the foreseeable future. Planned capacity is adequate to
satisfy anticipated retail demand and the operations are designed to be flexible
enough to accommodate the planned product design changes required to meet market
conditions and new product programs.

     The following table provides information about our principal manufacturing,
engineering and administrative facilities, excluding joint ventures, as of
December 31, 2001:
APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
UNITED STATES
Belleville, PA..............  Skid Steer Loaders; Manure Spreaders             540                  Owned
Benson, MN..................  Agricultural Sprayers                            219                  Owned
Burlington, IA..............  Loader/Backhoes; Crawler/Dozers; Fork            989                  Owned
                              Lift Trucks
Burr Ridge, IL..............  Technology (Engineering) Center                  549                  Owned
Dublin, GA..................  Compact Tractors                                  60                 Leased
44
APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
East Moline, IL.............  Combine Harvesters; Cotton Pickers; Grain      2,375                  Owned
                              Heads
Fargo, ND...................  Tractors; Wheel Loaders                          531                  Owned
Goodfield, IL...............  Soil Management (Tillage Equipment)              233                  Owned
Grand Island, NE............  Combine Harvesters; Hay & Forage                 680                  Owned
Lake Forest, IL.............  Global Management Offices                         65                 Leased
New Holland, PA.............  Administrative Facilities; Hay & Forage;       1,190                  Owned
                              Engineering Center
Racine, WI..................  Tractor Assembly; Transmissions; Foundry       2,834                  Owned
Racine, WI..................  Principal Administrative Facilities              400           Owned/Leased
Wichita, KS.................  Skid Steer Loaders; Directional Drills;          455                  Owned
                              Trenchers

ITALY
Imola.......................  Loader/Backhoes; Engineering Center              384                  Owned
Jesi........................  Tractors                                         710                  Owned
Lecce.......................  Construction Equipment; Engineering            1,550                  Owned
                              Center
Modena......................  Components                                     1,150                  Owned
San Matteo..................  Research and Development                         540                  Owned
San Mauro...................  Construction Equipment; Engineering              590                  Owned
                              Center

FRANCE
Coex........................  Grape Harvesters; Engineering Center             280                  Owned
Crepy-En-Valois.............  Excavators; Loader/Backhoes                      676                  Owned
Croix.......................  Cabs                                             466                  Owned
Tracy-Le-Mont...............  Hydraulic Cylinders                              204                  Owned
Villepinte..................  Administrative Facilities                         55                 Leased

UNITED KINGDOM
Basildon....................  Tractors; Components; Engineering Center       1,390                  Owned
Lincoln.....................  Agricultural Sprayers                             24                  Owned

GERMANY
Berlin......................  Construction Equipment; Engineering            1,113                 Leased
                              Center
Dortmund....................  Administrative Facilities; Test and Parts        348                 Leased
                              Centers
Heidelberg..................  Administrative and Warehouse Facilities          162                  Owned
Neustadt....................  Forage and Combine Harvesters                    515                  Owned

BRAZIL
Curitiba....................  Tractors; Combine Harvesters; Engineering        760                  Owned
                              Center
Belo Horizonte..............  Construction Equipment; Engineering              510                  Owned
                              Center
Piracicaba..................  Sugar Cane Harvesters                            108                  Owned

CANADA
Saskatoon...................  Air-Seeding Equipment; Engineering Center        750                  Owned

BELGIUM
Antwerp.....................  Components                                       850                 Leased
Zedelgem....................  Combine Harvesters; Hay & Forage; Tractor      1,590                  Owned
                              Loaders; Engineering Center
45
APPROXIMATE
          LOCATION                        PRIMARY FUNCTIONS              COVERED AREA*   OWNERSHIP STATUS
          --------                        -----------------              -------------   ----------------
OTHERS
Bundaberg, Australia........  Sugar Cane Harvesters                            206                  Owned
St. Valentin, Austria.......  Tractors                                         398                 Leased
New Delhi, India............  Tractors; Engineering Center                     360                  Owned
Plock, Poland...............  Combine Harvesters                             1,020                  Owned
---------------
* in thousands of square feet

     In addition, we own or lease a number of other manufacturing and
non-manufacturing facilities, including office facilities, parts depots and
dealerships, worldwide.

ENVIRONMENTAL MATTERS

     Our operations and products are subject to extensive environmental laws and
regulations in each of the countries in which we operate. We are voluntary
participants in several government-sponsored initiatives that benefit the
environment. We have an ongoing Pollution Prevention Program to reduce
industrial waste, air emissions and water usage by incorporating adjustments in
business activity, recycling efforts and hazard assessments of raw materials. We
have a program designed to implement environmental management practices and
compliance, to promote continuing environmental improvements and to identify and
evaluate environmental risks at manufacturing and other facilities worldwide.

     Our engines and equipment are subject to extensive statutory and regulatory
requirements that impose standards with respect to air emissions. Further
emissions reductions in the future from non-road engines and equipment have been
promulgated or are contemplated in the United States as well as by non-U.S.
regulatory authorities in many jurisdictions throughout the world. We expect
that we may make significant capital and research expenditures to comply with
these standards now and in the future. We anticipate that these costs are likely
to increase as emissions limits become more stringent. At this time, however, we
are not able to quantify the dollar amount of such expenditures as the levels
and timing are not agreed by the regulatory bodies. The failure to comply with
these emission limits could result in adverse effects on future financial
results.

     We will incur capital expenditures in connection with matters relating to
environmental control and will also be required to spend additional amounts in
connection with ongoing compliance with current and future laws and regulations.
Capital expenditures for environmental control and compliance in 2001 were not
material and projections for 2002 and 2003 are not expected to be material. The
Clean Air Act Amendments of 1990 and European Commission directives affect
directly the operations of all of our manufacturing facilities in the United
States and Europe currently and in the future. The manufacturing processes
affected include painting, coating and foundry operations. Although capital
expenditures for environmental control equipment and compliance costs in future
years will depend on legislative, regulatory and technological developments that
cannot accurately be predicted at this time, we anticipate that these costs are
likely to increase as environmental requirements become more stringent. We
believe that these capital costs, exclusive of product-related costs, will not
have a material adverse effect on our financial position or results of
operations.

     Pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, and other federal and state laws that impose similar
liabilities, we have received inquiries for information or notices of our
potential liability regarding 39 non-owned sites to which Case allegedly sent
hazardous substances for disposal ("Waste Sites"). Seventeen of the Waste Sites
are on the National Priority List promulgated pursuant to CERCLA. At 35 of the
Waste Sites, the monetary amount or extent of our liability has been resolved,
we have not been named as a potentially responsible party ("PRP"), or our
liability is likely de minimis in comparison with other PRPs. 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, our potential liability
for remediation

                                        46
costs associated with the 39 Waste Sites could change. Moreover, because
liability under CERCLA and similar laws can be joint and several, we could be
required to pay amounts in excess of its pro rata share of remediation costs.
However, when appropriate, our understanding of the financial strength of other
PRPs has been considered in the determination of our potential liability. We
believe that the costs associated with the Waste Sites will not have a material
adverse effect on our financial position or results of operations.

     We have conducted environmental investigatory or remedial activities at
certain properties that are currently or were formerly owned and/or operated or
which are being decommissioned. We believe that the outcome of these activities
will not have a material adverse effect on our financial position or results of
operations. The preceding paragraphs regarding environmental matters are
forward-looking statements, and the actual costs could differ materially from
those costs currently anticipated due to the nature of the historical disposal
and release activities typical of manufacturing and related operations that have
occurred in the United States and other countries, and as a result of laws which
now and in the future may impose liability for previously lawful disposal and
release activities. As we have in the past, we will fund our costs of
environmental compliance from operating cash flows.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     We have prepared our financial statements in accordance with generally
accepted accounting principles in the United States or U.S. GAAP. The impact of
acquisitions, particularly the impact of the Case and New Holland merger, has
affected the comparability of the respective prior-year data. We have made
certain reclassifications of prior year amounts to conform with the current year
presentation.

     Our agricultural and construction equipment businesses are collectively
referred to as our Equipment Operations. Our financial services businesses are
collectively referred to as Financial Services. Unless otherwise indicated, all
financial data set forth herein is expressed in U.S. Dollars.

     The "Consolidated" data in this section includes CNH Global N.V. and its
consolidated subsidiaries and conforms to the requirements of Statement of
Financial Accounting Standards ("SFAS") No. 94. In the supplemental
consolidating data in this section, "Equipment Operations" (with "Financial
Services" on the equity basis) include primarily CNH Global N.V.'s agricultural
and construction equipment operations. The supplemental "Financial Services"
consolidating data in this section include primarily CNH Global N.V.'s financial
services business. Transactions between "Equipment Operations" and "Financial
Services" have been eliminated to arrive at the "Consolidated" data. This
presentation is consistent with the other consolidated and supplemental
financial information presented throughout this report.

     A. OPERATING RESULTS.

     2001 COMPARED TO 2000

     Revenues

     Consolidated revenues for 2001 totaled approximately $9,715 million as
compared to approximately $10,041 million in 2000. Adjusted for the adverse
impact of foreign exchange rates ($311 million) and divestitures ($351 million),
consolidated revenues rose by 3% compared to 2000 despite a declining equipment
market. The largest component of our consolidated revenues is our net sales of
agricultural and construction equipment, which were $9,030 million in 2001 as
compared to approximately $9,337 million in 2000. Adjusted for the impact of
unfavorable exchange rates ($311 million) and divestitures ($351 million), net
sales of equipment rose by 4% compared to 2000.

                                        47
Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2001
and 2000 by geographic area were as follows:
2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
NET SALES
  Western Europe.........................................  $3,168   $3,613
  North America..........................................   4,197    4,072
  Latin America..........................................     587      633
  Rest of World..........................................   1,078    1,019
                                                           ------   ------
     Total net sales.....................................  $9,030   $9,337
                                                           ======   ======
Net sales of equipment decreased in 2001 reflecting approximately $311
million in unfavorable currency translation, and divestitures accounted for a
further negative impact of $351 million. Overall in 2001, world market demand
for major agricultural equipment product lines was approximately 6% lower than
in 2000, as increased demand for tractors and combines in North America and
Latin America was more than offset by decreased demand in Western European and
Rest of World markets. World market demand for major construction equipment
product lines in 2001 decreased in virtually all major product lines and major
market areas. Our mix of sales weakened slightly as our overall backhoe loader
market share declined. However, in the important North American agricultural
equipment market, our market share increased, reflecting the beginning of a
recovery from our first year after the merger.

     Agricultural Equipment
2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
NET SALES
  Western Europe.........................................  $1,970   $2,181
  North America..........................................   2,876    2,510
  Latin America..........................................     420      413
  Rest of World..........................................     807      773
                                                           ------   ------
     Total net sales.....................................  $6,073   $5,877
                                                           ======   ======
Net sales of agricultural equipment in 2001 were approximately 3% higher
than in 2000. A slight increase in unit sales of tractors (by less than one
percentage point) was partially offset by the unfavorable effects of currency
translation and divestitures. Overall worldwide tractor market demand in 2001,
as measured in units, decreased by about 6% from 2000 levels, while overall
combine demand increased by about 4%. Despite divestitures, our overall
worldwide retail market share was less than one percentage point higher in 2001
compared with 2000.

     In Western Europe, net sales of agricultural equipment decreased by 10%,
reflecting lower tractor and combine unit sales and the 3% decline in the
average value of the Euro and the 5% decline in the average value of the British
Pound, in each case as compared with the U.S. Dollar from 2000 to 2001. Overall
tractor market demand, as measured in units, decreased by about 7% in 2000 and
overall combine market demand decreased by about 13%.

     In North America, net sales of agricultural equipment increased by about
15% in 2001 compared with 2000, reflecting higher tractor and combine unit
sales. Total market demand for agricultural tractors in North America increased
by about 10%, led by a 10% increase in demand for under 40 horsepower tractors.
Industry demand for mid-sized (40 to 100 horsepower) tractors increased by about
8%, demand for large two wheel drive tractors over 100 horsepower also increased
by approximately 11% while demand for four wheel drive tractors increased by
more than 13%. Combine market demand increased by about 9%.

                                        48
In Latin America, net sales of agricultural equipment in 2001 were 2%
higher than in 2000. Unit sales increased by about 13% and pricing and mix were
favorable, but the average value of the Brazilian Real declined by approximately
22% in 2001 compared with 2000. Total market demand for agricultural tractors in
Latin America increased by 8%, led by approximately 15% higher market demand for
tractors in Brazil, based on unit sales, as the Brazilian government sustained
its programs to assist farmers in purchasing equipment. Total market demand for
combines rose by about 11%, with total industry unit sales of combines in Brazil
increasing by about 9%.

     In markets throughout the Rest of the World, net sales of agricultural
equipment in 2001 increased by approximately 4% compared to 2000. Unit sales of
tractors in 2001 were higher than in 2000, while unit sales of combines were
essentially unchanged. This was offset by a decline in the value of the
Australian Dollar as compared with the U.S. Dollar by about 11% from 2000 to
2001.

     Construction Equipment
2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
NET SALES
  Western Europe.........................................  $1,198   $1,432
  North America..........................................   1,321    1,562
  Latin America..........................................     167      220
  Rest of World..........................................     271      246
                                                           ------   ------
     Total net sales.....................................  $2,957   $3,460
                                                           ======   ======
Net sales of construction equipment decreased by approximately 15% in 2001
compared with 2000. The decline in net sales reflects lower unit sales in most
product lines and in most markets, as construction activity slowed during the
year, and to the unfavorable effects of currency translations. Our overall unit
sales decreased in 2001 by about 17%. Overall worldwide market demand as
measured in units decreased by about 11% from 2000 to 2001, led by a 16% decline
in worldwide market demand for backhoe loaders, for which we are the industry
leader. Worldwide industry demand for skid steer loaders declined by
approximately 11% and worldwide market demand for heavy construction equipment
declined by approximately 9%. Our overall worldwide retail market share declined
by less than one percentage point in 2001 compared with 2000.

     In Western Europe, net sales of construction equipment decreased by 16%,
reflecting 14% lower unit sales, the 3% decline in the value of the Euro and the
5% decline in the value of the British Pound from 2000 to 2001 and the impact of
the Fermec divestiture. Overall market demand, as measured in units, decreased
by approximately 10% in 2001.

     In North America, net sales of construction equipment decreased by
approximately 15% in 2001 compared with 2000. Retail unit sales of our equipment
declined by approximately two percentage points more than the total market
demand for construction equipment which decreased by about 12%, including a 16%
decline in demand for backhoe loaders, an 11% decline in demand for heavy
construction equipment and an 11% decline in demand for skid steer loaders. Our
sales decline reflects the phase in/phase out launch of the new Case M Series
backhoe loader in the first quarter of 2001, in addition to the overall market
decline.

     In Latin America, net sales of construction equipment decreased by 24% in
2001 compared with 2000. The decrease in net sales was principally due to the
decline in the average value of the Brazilian Real by approximately 22% in 2001
compared with 2000, lower sales of parts, and a slight decrease of 1% in unit
sales in that region. Total market demand, as measured in units, decreased by
about 9%, including a 32% decline in market demand for skid steer loaders and a
17% decline in Latin American market demand for backhoe loaders, partially
offset by a 4% increase in market demand for heavy construction equipment.

     In markets throughout the Rest of World, where we have a minimal presence
outside of Australia, net sales of construction equipment increased by 10% in
2001 compared with 2000. The increase in net sales was principally due to
improved pricing and higher sales of parts, partially offset by a decline in
unit sales by about

                                        49
17% and an 11% decline in the value of the Australian Dollar as compared with
the U.S. Dollar from 2000 to 2001. Total market demand decreased by
approximately 10%.

     Finance and Interest Income

     Consolidated finance and interest income declined from $704 million in 2000
to $685 million in 2001. Finance and interest income in Equipment Operations
increased to $149 million in 2001 as compared to $68 million in 2000, reflecting
primarily the increased interest costs of the increased intersegment lending
from Equipment Operations to Financial Services compared with 2000.

     Financial services revenues totaled $739 million in 2001, down $60 million
from the $799 million reported a year ago. The decline in revenues was primarily
caused by a $70 million decrease in finance and interest income earned on retail
and wholesale receivables in 2001 due principally to a 2% decrease in the
average yield, offset by an 8.3% increase in the average balance of outstanding
retail and wholesale receivables. The decline in finance and interest income was
offset by an increase in securitization related revenues to $143 million from
$133 million in the prior year. This increase was principally related to
increases in gains recorded on securitization transactions executed during the
falling interest rate environment of 2001.

     Costs and Expenses

     Costs of goods sold decreased by $234 million to $7,586 million in 2001,
but as a percentage of net sales of equipment increased slightly from 83.8% in
2000 to 84.0% in 2001. Gross margin (net sales of equipment less cost of goods
sold), expressed as a percentage of net sales of equipment, was 16.0% in 2001 as
compared to 16.2% in 2000. This decline in gross margin reflected a decline in
the gross margin of construction equipment that was only partially offset by an
increase in the gross margin of agricultural equipment. In total, gross margin
deterioration was principally due to lower absorption of fixed costs, pricing
pressures and unfavorable mix, all primarily related to construction equipment,
that was partially offset by favorable agricultural equipment volume, pricing
and a total of $133 million of merger-related profit improvements, primarily
related to lower material costs.

     In 2001, selling, general and administrative ("SG&A") expenses declined by
$53 million to $1,224 million from $1,277 million in the prior year. This
decrease is more than explained by the decline in SG&A expenses in Equipment
Operations to $915 million in 2001 from $1,007 million in 2000, or expressed as
a percentage of net sales of equipment, a decrease from 10.8% in 2000 to 10.1%
in 2001. The decrease in SG&A expenses in Equipment Operations was driven
primarily by the reduction in salaried headcount. These reductions were
principally due to the divestitures required by the U.S. and European regulatory
authorities, ongoing cost reduction initiatives and merger integration profit
improvement activities initiated by us. These actions resulted in a reduction in
SG&A expenses of approximately $110 million in 2001. Partially offsetting the
decline in SG&A expenses of Equipment Operations, SG&A expenses in Financial
Services increased by $40 million, primarily due to higher loan loss provisions
of approximately $30 million, on a pre-tax basis, which were mainly due to loans
made in the non-core businesses.

     During 2000, the portfolio of receivables originated through dealers other
than CNH's dealers ("non-core" dealers) in North America began experiencing
significantly higher credit losses than the core CNH dealer originated
portfolios. At the end of 2000, we decided to cease purchasing non-CNH dealer
originated receivables outside of the agricultural and construction equipment
markets. During 2001, we continued to experience deteriorating performance in
delinquencies and the underlying collateral values of these liquidating
portfolios as well as in the agricultural and construction equipment industry
receivables originated through non-CNH dealers, as compared to portfolios in the
same industries originated by CNH dealers. Based on these continuing trends, we
increased our loss provisions in 2001 and made the decision in January 2002 to
cease origination of all non-core receivables and focus on providing financing
to support our dealers and end-use customers.

     Although we believe that the cessation of originations in these non-core
portfolios has significantly mitigated the potential for additional future
charges, additional loan loss provisions for these portfolios may be
                                        50
necessary if further, unanticipated deterioration in market conditions affecting
the underlying industries were to occur. The following information summarizes
the significance of these North American non-core portfolios relative to our
total loan portfolios and certain performance-related data as of December 31,
2001 and 2000:
2001      2000
                                                          ------    ------
                                                            (DOLLARS IN
                                                             MILLIONS)
Non-core portfolio......................................    $939    $1,413
Percentage of total portfolio...........................     10%       14%
Delinquency percentage*.................................     25%       18%
Annual loss percentage..................................   6.45%      3.6%
Loss provision provided.................................    $110       $72
---------------
* Calculated as the percentage of loans in the relevant portfolio more than 30
  days past due.

     By comparison, delinquency percentages for CNH's North American core
portfolio were 4.3% and 4.5% for 2001 and 2000, respectively, and annual loss
percentages for the North American core portfolio were 0.8% and 1.1% for 2001
and 2000, respectively.

     Ongoing research and development expenses expressed as a percentage of net
sales of equipment remained relatively unchanged at 3.4% in 2001 compared with
3.6% in 2000.

     Our consolidated employment level has been reduced to approximately 28,100.
During 2001, divestitures accounted for a reduction of approximately 1,300
personnel. Total employment has now been reduced by approximately 7,900, or 22%,
since the merger; salaried employment has been reduced by 25%.

     During 2001, we recorded $104 million in restructuring and other merger
related costs for the CNH Merger Integration Plan, including $97 million in
Equipment Operations and $7 million in Financial Services. These restructuring
and other merger related costs relate to severance and other employee-related
costs, write-down of assets, loss on the sale of assets and businesses, costs
related to closing, selling, and downsizing existing facilities and other merger
related costs. The CNH Merger Integration Plan realized $278 million in annual
profit improvements related to product offerings made available through our
multiple distribution channels in 2001 in addition to the $155 million realized
in 2000. These annual profit improvements total $433 million in ongoing profit
improvements compared to the base levels of revenues and costs incurred in the
combined operations of New Holland and Case for the full year 1999. During 2000,
we recorded $157 million in restructuring and other merger related costs for the
CNH Merger Integration Plan. See Note 4, "Restructuring" to the Consolidated
Financial Statements for a detailed analysis of our restructuring programs.

     As a result of our merger integration and development plan, we expect to
achieve over $600 million in annual merger-related profit improvements by
year-end 2003, including the approximately $433 million of annual profit
improvements achieved in 2001 as compared to the base levels of revenues and
costs incurred in the combined operations of New Holland and Case for the full
year 1999.

     The merger-related profit improvements are being achieved in the following
areas:

     Cross-Selling -- The merger of New Holland and Case has allowed us to
enhance revenues and gross profits by selling historical New Holland products to
Case customers and historical Case products to New Holland customers. As an
interim step towards our planned common platform approach, we have expanded the
market reach of many of our products by making relatively minor changes to
existing products and rebranding them for distribution in another dealer
network. Cross-selling revenues are measured by product line and accounted for
approximately $177 million in additional revenue for us in 2001 and
merger-related profit improvements of $35 million.

     Materials Costs -- We have been able to achieve cost savings on materials
in a number of ways. The merger has permitted us to benefit from the savings
associated with higher volume materials purchases. In

                                        51
addition, we have reevaluated our supplier network and, in some cases, changed
suppliers to enhance cost savings. Our manufacturing reengineering initiatives
have further reduced materials costs through the more efficient design of some
of our components.

     For 2001, our management has classified all materials cost savings as
merger-related profit improvements. Materials cost savings were approximately
$50 million in 2000 and $75 million in 2001.

     Manufacturing, Depot and Other -- We have realized further cost savings by
implementing our plan to rationalize production and close manufacturing plants
and parts depots. These actions are evaluated on a plant-by-plant basis and are
net of any costs that we incur in order to close a particular plant. Plant
rationalization and closures resulted in net cost savings of $58 million in
2001. As the plant and depot rationalization plan continues, we expect continued
merger-related cost savings in this area.

     Selling, General and Administrative -- The merger and our merger-related
restructuring plans have reduced SG&A expenses throughout our business by
combining functions, reducing of employment levels and outsourcing non-core
functions. Our management has determined to classify all profit improvements
from reductions in SG&A expenses for the period from the merger to the end of
2001 (and only for that period) as merger-related profit improvements.
Accordingly, we realized merger-related profit improvements from SG&A reductions
of $96 million and $110 million in 2000 and 2001, respectively, and will not
record any such improvements in future periods.

     The reduction in consolidated interest expense from $793 million in 2000 to
$726 million in 2001 was principally due to lower average interest rates,
partially offset by increased borrowings. Interest expense in Equipment
Operations increased to $585 million in 2001 from $542 million in 2000 primarily
as a result of increased borrowings to support increased intersegment lendings
by Equipment Operations to Financial Services, which yielded lower funding costs
than Financial Services would otherwise have been able to obtain. The decrease
in Financial Services interest expense of $71 million to $339 million was mainly
due to lower average funding costs, partially offset by higher average borrowing
levels to support the higher balances of retail and wholesale receivables. In
2001, we incurred $358 million in interest expense relating to its financing
from Fiat as compared to $291 million in 2000.

     Other, net increased to $193 million in 2001 from $186 million in 2000. The
increase in other expenses was primarily attributable to unfavorable foreign
exchange impacts.

     During 2001, total equity in income (loss) of unconsolidated subsidiaries
and affiliates declined by $14 million to a net loss of $8 million as compared
to net income of $6 million in 2000. Financial services equity in income of
unconsolidated subsidiaries increased $4 million during 2001 due primarily to
the cost reductions related to the termination of origination activities of
certain joint venture arrangements in Europe. Equity in income from our
unconsolidated Equipment Operations activities decreased from a profit of $4
million in 2000 to a loss of $14 million in 2001. The decline was primarily due
to the devaluation of the Turkish Lira in the first quarter of 2001.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, Italy, the United Kingdom, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for CNH as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2001 and 2000, respectively, was 42%
and 53% in Germany. The lowest statutory tax rates in these countries were 30%
in the United Kingdom for both 2001 and 2000. Our effective tax rate was
approximately 24% in 2001 and 29% in 2000. For an analysis of the principal
factors affecting our effective tax rate, see Note 16, "Income Taxes" to the
Consolidated Financial Statements.

     Net Income

     The consolidated net loss in 2001 was $332 million, compared with a net
loss of $381 million in 2000. On a diluted basis, losses were $1.20 and $1.79
per share in 2001 and 2000, respectively. On a consolidated basis,
                                        52
the loss before restructuring and other merger related costs, net of tax, was
$253 million in 2001 as compared to a net loss of $269 million in 2000.

     Effect of Currency Translation

     For financial reporting purposes, we convert the financial results of each
of our operating companies into U.S. Dollars, using average exchange rates
calculated with reference to those rates in effect during the year. As a result,
any change from year to year in the U.S. Dollar value of the other currencies in
which we incur costs or receive income is reflected in a currency translation
effect on our financial results.

     The impact of currency translation on the results of Financial Services
operations is minimal, reflecting the geographic concentration of such
operations within the United States. For Equipment Operations, the impact of
currency translation on net sales generally is largely offset by the translation
impact on costs and expenses.

     During 2001, the average change in the currencies of our major operations
as compared with the U.S. Dollar were declines in the values of the Euro by 3%,
the Australian Dollar by 11%, the British Pound by 5% and the Brazilian Real by
22%. The value of the Canadian Dollar declined by 4% and the value of the
Japanese Yen declined by 13%. The impact of these movements reduced net sales by
3% and reduced the absolute gross margin by 5%. The impact on net income was
approximately $10 million unfavorable, as the impact on overhead costs was
favorable.

     2000 COMPARED TO 1999

     The acquisition of Case in November 1999 was the primary factor underlying
the differences between our actual results for 2000 and 1999. Therefore,
following this section, we present a comparison of our actual results for 2000
and our pro forma results for 1999 which illustrate the effects of the Case
acquisition as if it had occurred at January 1, 1999. Please refer to this
discussion for additional meaningful information regarding variances between our
2000 actual results and our 1999 pro forma results.

     Revenues

     Consolidated revenues for 2000 totaled $10,041 million as compared to
$6,273 million in 1999. The largest component of our consolidated revenues is
our net sales of agricultural and construction equipment which were $9,337
million in 2000, up 57% from $5,949 million in 1999. The increase in net sales
in 2000 was largely due to the full year impact of the Case acquisition and the
acquisition of Flexi-Coil in January 2000, offset in part by approximately $425
million in unfavorable currency translation on net sales of equipment and lower
industry volumes.

     Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2000
and 1999 by geographic area were as follows:
2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
NET SALES
  Western Europe........................................  $3,613   $2,918
  North America.........................................   4,072    2,076
  Latin America.........................................     633      386
  Rest of World.........................................   1,019      569
                                                          ------   ------
     Total net sales....................................  $9,337   $5,949
                                                          ======   ======
53
Agricultural Equipment
2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
NET SALES
  Western Europe........................................  $2,181   $1,826
  North America.........................................   2,510    1,347
  Latin America.........................................     413      273
  Rest of World.........................................     773      458
                                                          ------   ------
     Total net sales....................................  $5,877   $3,904
                                                          ======   ======
Construction Equipment
2000     1999
                                                          ------   ------
                                                           (IN MILLIONS)
NET SALES
  Western Europe........................................  $1,432   $1,092
  North America.........................................   1,562      729
  Latin America.........................................     220      113
  Rest of World.........................................     246      111
                                                          ------   ------
     Total net sales....................................  $3,460   $2,045
                                                          ======   ======
Finance and Interest Income

     Consolidated finance and interest income increased from $324 million in
1999 to $704 million in 2000. Finance and interest income in Equipment
Operations increased to $68 million in 2000 as compared to $17 million in 1999.

     Financial services revenues totaled $799 million in 2000, an increase of
$387 million from the $412 million reported in 1999. The increase in revenues
was primarily driven by increased finance and interest income earned on retail
and wholesale receivables and the incremental gains recorded on the
securitization transactions as a result of the acquisition of Case and Case
Credit.

     Costs and Expenses

     Costs of goods sold increased by $2,936 million to $7,820 million in 2000,
and as a percentage of net sales of equipment to 83.8% in 2000 from 82.1% in
1999. Gross margin (net sales of equipment less cost of goods sold) in 2000,
expressed as a percentage of net sales of equipment, was 16.2% compared to 17.9%
in 1999.

     Consolidated SG&A expenses increased by $551 million in 2000 to $1,277
million as compared to $726 million in the prior year. SG&A expenses of the
Equipment Operations were $350 million higher in 2000 than $657 million in 1999,
primarily due to the acquisition of Case. The increase in Financial Services
SG&A expenses from $69 million in 1999 to $274 million in 2000, was primarily
due to the acquisition of Case Credit and to $147 million in higher pre-tax loan
loss provisions in 2000 as compared to 1999 and the higher cost of supporting
expansion of credit activities in Europe aimed at improving our level of
financing in Europe relative to our equipment sales. The increase in loan loss
provisions was primarily due to increased delinquencies and losses in the
non-core diversified financing businesses and, to a lesser extent, to prolonged
weakness in the North American farm economy.

     Ongoing research and development expenses as a percentage of net sales of
equipment were approximately 3.6% and 3.3% in 2000 and 1999, respectively.

     During 2000, we recorded $157 million in restructuring and other
merger-related costs for the CNH Merger Integration Plan. These restructuring
and other merger-related costs relate to severance and other

                                        54
employee-related costs, write-down of assets, loss on the sale of assets and
businesses, costs related to closing, selling and downsizing existing facilities
and other merger-related costs. We realized $155 million in annual profit
improvements in 2000 compared to the base levels of revenues and costs incurred
in the combined operations of New Holland and Case for the full year 1999. In
1999, we recorded additional restructuring charges of $19 million related to
headcount actions contemplated under the 1998 restructuring program initiated by
CNH, then New Holland, to better align our operations in response to the then
current economic and market conditions. See Note 4, "Restructuring" to the
Consolidated Financial Statements for a detailed analysis of our restructuring
programs.

     Consolidated interest expense increased from $266 million in 1999 to $793
million in 2000 primarily as a result of higher debt levels related to the Case
acquisition and higher interest rates. In 2000, we incurred $291 million in
interest expense relating to financing from Fiat as compared to $79 million in
1999.

     Other, net increased to an expense of $186 million in 2000 from income of
$16 million in 1999 primarily related to the amortization of goodwill in 2000
related to the acquisition of Case and to the consolidation of Case Credit
within Financial Services.

     During 2000, total equity in income of unconsolidated subsidiaries and
affiliates decreased by $3 million from net income of $9 million in 1999 to net
income of $6 million in 2000. Financial Services equity in income of
unconsolidated subsidiaries increased by $2 million and equity in income from
our unconsolidated Equipment Operations activities decreased by $5 million.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, the United Kingdom, Italy, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for us as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2000 and 1999, respectively, was 53% in
Germany. The lowest statutory tax rates in these countries in the years ended
December 31, 2000 and 1999, were 30% and 31%, respectively, in the United
Kingdom. Our effective tax rate was approximately 29% in 2000 and 27% in 1999.
For an analysis of the principal factors affecting our effective tax rate, see
Note 16, "Income Taxes" to the Consolidated Financial Statements.

     Net Income

     Net loss in 2000 was $381 million compared with net income of $148 million
in 1999. Diluted earnings (loss) per share for 2000 were a loss of $1.79 as
compared to earnings of $0.97 in 1999. Net loss before restructuring and other
merger related costs, net of tax, was $269 million in 2000 as compared to net
income of $162 million in 1999. The decrease in earnings was primarily
attributable to the Case acquisition, including acquisition related costs and
increased interest expense, as well as the amortization of fair value purchase
accounting adjustments and goodwill related to the merger.

     Effect of Currency Translation

     For financial reporting purposes, we convert the financial results of each
of our operating companies into U.S. Dollars, using average exchange rates
calculated with reference to those rates in effect during the year. As a result,
any change from year to year in the U.S. Dollar value of the other currencies in
which we incur costs or receive income is reflected in a currency translation
effect on our financial results.

     The impact of currency translation on the results of Financial Services
operations is minimal, reflecting the geographic concentration of such
operations. For Equipment Operations, the impact of currency translation on net
sales generally is largely offset by the translation impact on costs and
expenses.

     During 2000, the average change in the currencies of our major operations
as compared with the U.S. Dollar were declines in the values of the Euro by 13%,
the Australian Dollar by 10%, the British Pound by 6% and the Brazilian Real by
1%. The value of the Canadian Dollar remained stable and the value of the
                                        55
Japanese Yen improved by 5%. The impact on net income was approximately $30
million unfavorable, as the impact on overhead costs, on other costs and on
taxes was favorable.

     2000 COMPARED TO 1999 PRO FORMA RESULTS

     Management believes that a comparison of the actual financial results for
the years 2000 and 1999 is not entirely meaningful due to the magnitude, in
particular, of the Case acquisition, which approximately doubled the revenue and
asset base of CNH. Thus, management has prepared 1999 unaudited consolidated pro
forma statements of operations to illustrate the estimated effects of the
acquisition of Case by New Holland as if this transaction had occurred at
January 1, 1999. The pro forma data reflect the impact of the fair value
adjustments to the Case assets and liabilities acquired, as well as incremental
goodwill amortization and interest expense for the related acquisition
financing.

                                        56
COMPARISON OF THE YEARS ENDED
                DECEMBER 31, 2000 (ACTUAL) AND 1999 (PRO FORMA)
CONSOLIDATED             EQUIPMENT OPERATIONS        FINANCIAL SERVICES
                            --------------------------   --------------------------   -----------------------
                                         PRO FORMA                    PRO FORMA                 PRO FORMA
                             2000     1999 (UNAUDITED)    2000     1999 (UNAUDITED)   2000   1999 (UNAUDITED)
                            -------   ----------------   -------   ----------------   ----   ----------------
                                                  (IN MILLIONS, EXCEPT PER SHARE DATA)
REVENUES:
  Net sales...............  $ 9,337       $ 9,929        $ 9,337       $ 9,929        $ --        $  --
  Finance and interest
     income...............      704           744             68            74         799          785
                            -------       -------        -------       -------        ----        -----
                             10,041        10,673          9,405        10,003         799          785
COSTS AND EXPENSES:
  Cost of goods sold......    7,820         8,320          7,820         8,320          --           --
  Selling, general and
     administrative.......    1,277         1,315          1,007         1,173         274          142
  Research, development
     and engineering......      338           357            338           357          --           --
  Restructuring and other
     merger related
     costs................      157            19            157            19          --           --
  Interest expense........      793           794            542           519         410          390
  Other, net..............      186           150            100            73          86           77
                            -------       -------        -------       -------        ----        -----
                             10,571        10,955          9,964        10,461         770          609
EQUITY IN INCOME OF
  UNCONSOLIDATED
  SUBSIDIARIES AND
  AFFILIATES:
  Financial Services......        2            --             26           112           2           --
  Equipment Operations....        4             1              4             1          --           --
                            -------       -------        -------       -------        ----        -----
Income (loss) before taxes
  and minority interest...     (524)         (281)          (529)         (345)         31          176
Income tax provision
  (benefit)...............     (153)          (97)          (159)         (161)          6           64
Minority interest.........       10             4             11             4          (1)          --
                            -------       -------        -------       -------        ----        -----
Net income (loss).........  $  (381)      $  (188)       $  (381)      $  (188)       $ 26        $ 112
                            =======       =======        =======       =======        ====        =====
PER SHARE DATA:
Basic earnings (loss) per
  share...................  $ (1.79)      $ (1.26)
Diluted earnings (loss)
  per share...............    (1.79)        (1.26)
Revenues

     Consolidated revenues for 2000 totaled approximately $10,041 million
including the impact of $627 million in unfavorable foreign exchange, as
compared to approximately $10,673 million in 1999 on a pro forma basis. The
largest component of our consolidated revenues is our net sales of agricultural
and construction equipment, which were $9,337 million in 2000 as compared to
approximately $9,929 million in 1999 on a pro forma basis. In the following
discussions, all references to CNH's 1999 net sales or units sold will refer to
1999 on a pro forma or combined basis, as if the acquisition of Case by New
Holland had occurred at January 1, 1999, unless specifically stated otherwise.

                                        57
Net Sales of Equipment

     Net sales of our Equipment Operations for the years ended December 31, 2000
and 1999 by geographic area were as follows:
PRO FORMA
                                                          2000       1999
                                                         ------   -----------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
NET SALES
  Western Europe.......................................  $3,613     $4,179
  North America........................................   4,072      4,114
  Latin America........................................     633        573
  Rest of World........................................   1,019      1,063
                                                         ------     ------
     Total net sales...................................  $9,337     $9,929
                                                         ======     ======
Net sales of equipment decreased in 2000, as increased unit sales of
agricultural equipment were more than offset by decreased unit sales of
construction equipment and approximately $625 million in unfavorable currency
translation on sales of equipment. Overall world market demand for major
agricultural and construction equipment product lines increased slightly by 2%
in 2000, driven by increased demand for under 40 horsepower tractors in North
America; increased demand for skid steer loaders in North America, Western
Europe and Latin America; and by increased demand for heavy construction
equipment in Western Europe and Rest of World markets. Demand for large tractors
in North America, combines in Western Europe, and backhoe loaders in North
America and Western Europe declined. Our mix of sales weakened and our overall
market share declined slightly (by less than one percentage point), reflecting
strong competitive responses to the Case and New Holland merger, particularly in
North America, dealer and customer uncertainties as to the product lines
affected by merger-related divestitures and the timing of new product
introductions by us and new products launched by competitors, and the relative
mix of strengthening versus weakening markets and our share in those markets.

     Agricultural Equipment
PRO FORMA
                                                          2000       1999
                                                         ------   -----------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
NET SALES
  Western Europe.......................................  $2,181     $2,581
  North America........................................   2,510      2,313
  Latin America........................................     413        368
  Rest of World........................................     773        882
                                                         ------     ------
     Total net sales...................................  $5,877     $6,144
                                                         ======     ======
Net sales of agricultural equipment decreased by 4% in 2000 compared with
1999. The decline in net sales occurred as higher unit sales and the addition of
Flexi-Coil were more than offset by unfavorable product mix and the unfavorable
effects of currency translation. Overall worldwide tractor market demand in
2000, as measured in units, decreased by approximately 3% from 1999 levels,
while overall combine demand decreased by approximately 2%.

     In Western Europe, net sales of agricultural equipment decreased by 15%,
reflecting lower unit sales and the 13% decline in the value of the Euro and the
6% decline in the value of the British Pound, in each case as compared with the
U.S. Dollar from 1999 to 2000. Overall tractor market demand, as measured in
units, decreased by approximately 7% in 2000 and overall combine market demand
decreased by approximately 19%.

                                        58
In North America, net sales of agricultural equipment increased by
approximately 9% in 2000 compared with 1999. Total market demand for
agricultural tractors in North America increased by approximately 9%, led by a
13% increase in demand for under 40 horsepower tractors. Industry demand for
mid-sized (40 to 100 horsepower) tractors increased by approximately 5% while
demand for large two wheel drive tractors over 100 horsepower declined by 1% and
demand for four wheel drive tractors declined by approximately 9%, reflecting
continued low commodity prices. Combine market demand increased by approximately
5%.

     In Latin America, net sales increased by 12% in 2000 compared with 1999.
Unit sales increased by approximately 22%. Total market demand for agricultural
tractors in Latin America increased by 10%, led by higher market demand in
Brazil as the Brazilian government sustained its programs to assist farmers in
purchasing equipment. Total market demand for combines rose by approximately
22%.

     In markets throughout the Rest of World, net sales of agricultural
equipment decreased by 12% in 2000 compared with 1999 despite an 8% increase in
unit sales of tractors and combines. The decline in net sales principally
reflects the 10% decline in the value of the Australian Dollar as compared with
the U.S. Dollar from 1999 to 2000, and a weaker mix of tractor sales
particularly in the weakening Australian market.

     Construction Equipment
PRO FORMA
                                                         2000        1999
                                                        ------   -------------
                                                                  (UNAUDITED)
                                                            (IN MILLIONS)
NET SALES
  Western Europe......................................  $1,432      $1,598
  North America.......................................   1,562       1,801
  Latin America.......................................     220         205
  Rest of World.......................................     246         181
                                                        ------      ------
     Total net sales..................................  $3,460      $3,785
                                                        ======      ======
Net sales of construction equipment decreased by approximately 9% in 2000
compared with 1999. The decline in net sales was primarily attributable to an 8%
decline in unit sales in North America as construction activity slowed during
the year and to the unfavorable effects of currency translations. Overall unit
sales decreased in 2000 by approximately 2%. Overall worldwide market demand as
measured in units, increased by approximately 5% from 1999 to 2000.

     In Western Europe, net sales of construction equipment decreased by 10%,
reflecting a slight increase of 3% in unit sales offset by the 13% decline in
the value of the Euro and the 6% decline in the value of the British Pound, both
as compared with the U.S. Dollar from 1999 to 2000. Overall market demand, as
measured in units, increased by approximately 8% in 2000.

     In North America, net sales of construction equipment decreased by about
13% in 2000 compared with 1999. Total market demand for construction equipment
decreased by approximately 1%, including 10% declines in demand for backhoe
loaders and heavy construction equipment, partially offset by an 11% increase in
demand for skid steer loaders.

     In Latin America, net sales of construction equipment increased by 7% in
2000 compared with 1999. The increase in net sales was principally due to a
strong increase of 18% in unit sales in that region. Total market demand
increased by approximately 4%.

     In markets throughout the Rest of World, net sales of construction
equipment increased by 36% in 2000 compared with 1999 as unit sales increased
significantly by 33%. Total market demand increased by approximately 18%.

                                        59
Finance and Interest Income

     Consolidated finance and interest income declined from $744 million in 1999
to $704 million in 2000. Finance and interest income in Equipment Operations
decreased to $68 million in 2000 as compared to $74 million in 1999.

     Financial services revenues totaled $799 million in 2000, an increase of
$14 million from the $785 million in 1999 on a pro forma basis. The increase in
revenues was primarily driven by increased finance and interest income earned on
retail and wholesale receivables offset by reduced gains on securitization
transactions executed during the rising interest rate environment of 2000.

     Costs and Expenses

     Costs of goods sold decreased by $500 million to $7,820 million in 2000,
but as a percentage of net sales of equipment remained unchanged at 83.8% in
both 2000 and 1999. Gross margin (net sales of equipment less cost of goods
sold), expressed as a percentage of net sales of equipment, was 16.2% in 2000,
the same as in 1999. Lower shipments of higher margin construction equipment
more than offset higher shipments of lower margin agricultural equipment.
Slightly weaker product mix and unfavorable impacts of currency translation were
offset by slightly positive pricing, the addition of Flexi-Coil results and $55
million of merger-related profit improvements, primarily related to lower
material costs.

     During 2000, consolidated SG&A expenses were $1,277 million, $38 million
lower than in the comparable period in 1999. This decrease is more than
explained by the fact that SG&A expenses of the Equipment Operations decreased
to $1,007 million in 2000 from $1,173 million in 1999, or expressed as a
percentage of net sales of equipment decreased from 11.8% in 1999 to 10.8% in
2000, despite lower net sales. The decrease in expenses was primarily driven by
reductions in salaried headcount. These reductions were principally due to the
divestitures required by the U.S. and European regulatory authorities, ongoing
cost reduction initiatives and merger integration profit improvement activities
initiated by us. These actions resulted in a reduction of almost $100 million in
2000.

     The increase in Financial Services SG&A expenses was primarily due to $119
million in higher pre-tax loan loss provisions in 2000 as compared to 1999 on a
pro forma basis and higher cost of supporting expansion of credit activities in
Europe aimed at improving our level of financing in Europe relative to our
equipment sales. The increase in loan loss provisions was primarily due to
increased delinquencies and losses in the non-core diversified financing
businesses and to a lesser extent to prolonged weakness in the North American
farm economy. This increase in diversified financing business delinquencies
largely stemmed from late payments and bankruptcies in the North American
commercial truck industry in the past year. Consequently, we decreased our
volume of loan originations during the fourth quarter by 35% in our diversified
business under the Soris brand.

     Ongoing research and development expenses as a percentage of net sales of
equipment were unchanged at approximately 3.6%.

     Consolidated salaried employment levels declined from approximately 14,900
at December 31, 1999 to approximately 12,700 at December 31, 2000. This decline
was consistent with the decline in overall employment levels from nearly 36,000
at the time of the merger to approximately 31,000 at December 31, 2000, and in
line with the planned 24% reduction in total employment levels by the end of
2003. This 5,000 reduction includes approximately 1,200 employees that were part
of divestitures. The balance is from our headcount reduction initiatives.

     During 2000, we recorded $157 million in restructuring and other
merger-related costs for the CNH Merger Integration Plan. These restructuring
and other merger-related costs relate to severance and other employee-related
costs, write-down of assets, loss on the sale of assets and businesses, costs
related to closing, selling and downsizing existing facilities and other
merger-related costs. We realized $155 million in annual profit improvements in
2000. In 1999, we recorded additional restructuring charges of $19 million
related to headcount actions contemplated under the 1998 restructuring program
initiated by CNH, then New Holland,
                                        60
to better align our operations in response to the then current economic and
market conditions. See Note 4, "Restructuring" to the Consolidated Financial
Statements for a detailed analysis of our restructuring programs.

     In 2000, consolidated interest expense of $793 million remained unchanged
from the $794 million of interest expense in 1999. Interest expense of our
Equipment Operations increased from $519 million in 1999 to $542 million in 2000
primarily as a result of higher debt levels and higher interest rates. Financial
services interest expense was $410 million and $390 million in 2000 and 1999, on
a pro forma basis respectively. The increase in interest expense was primarily
as a result of higher interest rates partially offset by slightly lower debt
levels.

     Other, net increased from $150 million in 1999 to $186 million in 2000. The
increase in other expenses was primarily attributable to unfavorable foreign
exchange impacts.

     During 2000, total equity in income of unconsolidated subsidiaries and
affiliates increased by $5 million from net income of $1 million in 1999 to net
income of $6 million in 2000. Financial Services equity in income of
unconsolidated subsidiaries increased by $2 million and equity in income from
our unconsolidated Equipment Operations activities increased by $3 million.

     Tax Rates -- Consolidated

     Our principal wholly owned manufacturing operations are located in the
United States, the United Kingdom, Italy, Belgium, France, Germany, Canada and
Brazil and these jurisdictions therefore have the most significant impact on the
effective tax rate for us as a whole. The highest statutory tax rate in these
countries in the year ended December 31, 2000 and 1999, respectively, was 53% in
Germany. The lowest statutory tax rates in these countries in the years ended
December 31, 2000 and 1999, were 30% and 31%, respectively, in the United
Kingdom. Our effective tax rate was approximately 29% in 2000 and 35% in 1999.
For an analysis of the principal factors affecting our effective tax rate, see
Note 16, "Income Taxes" to the Consolidated Financial Statements.

     Net Income

     In 2000, net income declined from a loss of $188 million in 1999 on a pro
forma basis to a loss of $381 million. Basic and fully diluted earnings per
share declined from a loss of $1.26 in 1999 on a pro forma basis to a loss of
$1.79.

RESTRUCTURING

     We record restructuring liabilities at the time our management approves and
commits us to a restructuring plan that identifies all significant actions to be
taken and the expected completion date of the plan is within a reasonable period
of time. The restructuring liability includes those restructuring costs that (1)
can be reasonably estimated, (2) are not associated with or do not benefit
activities that will be continued and (3) are not associated with or are not
incurred to generate revenues after the plan's commitment date. Restructuring
costs are incurred as a direct result of the plan and (1) are incremental to
other costs incurred by us in the conduct of our activities prior to the
commitment date, or (2) existed prior to the commitment date under a contractual
obligation that will either continue after the exit plan is completed with no
economic benefit to the enterprise or reflect a penalty to cancel a contractual
obligation.

     1998 RESTRUCTURING PROGRAM

     In 1998, we reviewed our manufacturing, selling and administrative
processes in an effort to strengthen our competitive position and to better
align our operations in response to current economic and market conditions. As a
result, we announced a pretax restructuring charge of $40 million for severance
and other costs related to headcount reductions. We refer to these actions as
the 1998 Restructuring Program. The 1998 Restructuring Program included
termination costs to eliminate approximately 420 salaried and 600 hourly

                                        61
positions. These termination payments included the cost of severance and
contractual benefits in accordance with collective bargaining agreements and CNH
policy, and also included costs for outplacement services, medical and
supplemental vacation and retirement payments.

     In connection with the 1998 acquisition of O&K, we recorded additional
restructuring reserves of approximately $29 million for employee and dealer
termination costs. These costs were recorded in conjunction with the allocation
of the initial O&K purchase price.

     In 1999, we also recorded additional restructuring charges of $19 million
related to the remaining headcount actions contemplated under the 1998
Restructuring Program. These charges primarily represent severance and other
related costs for the elimination of approximately 340 of the remaining salaried
positions under the original plan. In 1999, we expended $52 million for
severance costs as contemplated under our restructuring programs. In 1999, we
reversed $26 million of purchase accounting reserves, as we were unable to
complete required actions within one year of the O&K acquisition. The reversal
of the $26 million restructuring reserve was recorded against the initial O&K
purchase accounting goodwill.

     In 2000, we expended $12 million for severance and other employee costs as
contemplated under the 1998 Restructuring Program. The 1998 Restructuring
Program was completed in 2000 and there have been no other actions under this
program.

     The following tables set forth our activities for the years ended December
31, 1999 and 2000 under the 1998 Restructuring Program (in millions):
1999 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1998       ADDITIONS   UTILIZED*   ESTIMATES        1999
                                             ------------   ---------   ---------   ----------   ------------
Severance and other employee-related
  costs....................................      $71           $19        $(52)        $(26)         $12
Cost related to closing/selling/downsizing
  existing facilities......................       --            --          --           --           --
                                                 ---           ---        ----         ----          ---
          Total restructuring..............      $71           $19        $(52)        $(26)         $12
                                                 ===           ===        ====         ====          ===
2000 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1999       ADDITIONS   UTILIZED*   ESTIMATES        2000
                                             ------------   ---------   ---------   ----------   ------------
Severance and other employee-related
  costs....................................      $12           $--        $(12)        $ --          $--
Cost related to closing/selling/downsizing
  existing facilities......................       --            --          --           --           --
                                                 ---           ---        ----         ----          ---
          Total restructuring..............      $12           $--        $(12)        $ --          $--
                                                 ===           ===        ====         ====          ===
------------
* Includes currency translation.

     CNH MERGER INTEGRATION PLAN

     As part of our merger integration, we have evaluated the divestiture or
closure of certain manufacturing locations and parts depots. Through the
consolidation of all functional areas, including the impact of divestiture
actions required by the European and U.S. regulatory agencies in connection with
the merger, we expect to significantly reduce our worldwide workforce. The CNH
Merger Integration Plan takes into consideration duplicate capacity and other
synergies including purchasing and supply chain management, and selling, general
and administrative functions. These restructuring actions will be recorded and
implemented through at least 2004.

     The CNH Merger Integration Plan is comprised of two separate programs, the
Case Purchase Accounting Restructuring Program and the CNH Merger Integration
Program. The Case Purchase Accounting Restructuring Program encompasses all
actions of the CNH Merger Integration Plan related to Case that

                                        62
qualify for purchase accounting treatment under EITF 95-3. The CNH Merger
Integration Program encompasses all other actions of the CNH Merger Integration
Plan, primarily under EITF 94-3 and SFAS No. 121.

     Case Purchase Accounting Restructuring Program

     During May 1999, management of both companies assembled several integration
teams to identify cost savings from workforce reductions, duplicate capacity and
other synergy related activities from the acquisition. The preliminary actions
identified by these integration teams were approved by management prior to the
acquisition in November 1999. Detailed restructuring actions that related to
former Case locations or employees that qualified for purchase accounting
treatment under EITF 95-3 were recorded to the Case Purchase Accounting
Restructuring Program during the fourth quarter of 1999 and during 2000. All
restructuring actions relating to non-Case locations or employees or Case
actions that were approved, committed and communicated more than one year after
the acquisition were recorded as restructuring and other merger related costs
under the CNH Merger Integration Program.

     As of December 31, 1999, we had recorded $90 million in merger-related
restructuring reserves for severance and other employee-related costs associated
with identified headcount reductions as part of our initial plan to integrate
the Case operations. These costs were recorded in conjunction with the
preliminary allocation of the Case purchase price. During 2000, we recorded an
additional $225 million in merger integration restructuring reserves related to
Case's operations, net of changes in estimates. These costs were recorded in
conjunction with the finalization of the Case Purchase Accounting Restructuring
Program. The additional merger integration restructuring reserves primarily
relate to severance and other employee-related costs and costs related to
closing, selling and downsizing existing facilities. During 2001, we reversed
$31 million in merger integration restructuring reserves related to Case's
operations and recorded such reversal against goodwill. More employees left us
voluntarily than was originally estimated, and the cost to exit certain
facilities was lower than anticipated.

     The severance and other employee-related costs reserved for in 2000
amounted to $78 million and relate to severance costs required to reduce the
remainder of the approximately 2,200 Case employees identified in the CNH Merger
Integration Plan. We eliminated administrative and back office personnel, as
well as manufacturing personnel in the facilities that we have closed or
downsized. These termination accruals included the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also included costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, we expended $61 million of termination payments related to
severance and other employee-related costs. In addition, we reversed $39 million
of severance and other employee-related costs and recorded such reversal against
goodwill, as more employees left us voluntarily than was originally estimated,
resulting in a lower cost than anticipated. As of December 31, 2000, we had
terminated approximately 1,500 Case employees related to the Case Purchase
Accounting Restructuring Program.

     In 2001, we expended $50 million of termination payments related to
severance and other employee-related costs under programs which were reserved in
2000. In addition, we reversed $12 million of severance and other
employee-related costs and recorded such reversal against goodwill, as more
employees left CNH voluntarily than we originally estimated resulting in a lower
cost than anticipated. As of December 31, 2001, we had terminated approximately
2,200 Case employees related to the Case Purchase Account Restructuring Program.

     The reserves for costs related to closing, selling, and downsizing existing
facilities of $185 million were taken to effect required divestitures and
eliminate excess capacity and duplicate facilities, and primarily relate to the
following actions of the Case Purchase Accounting Restructuring Program:

     -  Sale of Case's CX and MXC product lines and the Doncaster, United
        Kingdom, plant in which they are assembled and its related component
        manufacturing plant in St. Dizier, France;

                                        63
-  Sale of Case's large square balers product line, which is assembled in
        Neustadt, Germany;

     -  Sale of Case's Fermec brand loader/backhoe and industrial tractor
        product lines and the Fermec manufacturing plant in Manchester, United
        Kingdom;

     -  Sale of Case's ownership interest in Hay and Forage Industries in
        Hesston, Kansas, a 50% joint venture with AGCO Corporation that produces
        hay and forage implements;

     -  Closure of Case's Concord plant in Fargo, North Dakota, which produces
        air seeders;

     -  Closure of Case's manufacturing plant in Sorocaba, Brazil;

     -  Sale of Case's Carr Hill Works, Doncaster, England, components facility;

     -  Closure of Case's Racine, Wisconsin, tractor manufacturing facility; and

     -  Other actions which take into consideration duplicate capacity and
        realization of other synergies, including purchasing and supply chain
        management, research and development and selling, general and
        administrative functions related to Case's operations.

     In 2000, we utilized $72 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above.

     In 2001, we utilized $91 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above which were reserved in 2000. In addition, we reversed $19 million of cost
related to closing/selling/downsizing existing facilities and recorded such
reversal against goodwill, as the cost to exit certain facilities was lower than
anticipated.

     The following table sets forth our activities for the years ended December
31, 1999, 2000 and 2001 under the Case Purchase Accounting Restructuring Program
(in millions):
1999 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1998       ADDITIONS   UTILIZED*   ESTIMATES        1999
                                             ------------   ---------   ---------   ----------   ------------
Severance and other employee-related
  costs....................................      $ --         $ 90        $  --        $ --          $ 90
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $ --         $ 90        $  --        $ --          $ 90
                                                 ====         ====        =====        ====          ====
2000 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 1999       ADDITIONS   UTILIZED*   ESTIMATES        2000
                                             ------------   ---------   ---------   ----------   ------------
Severance and other employee-related
  costs....................................      $ 90         $ 78        $ (61)       $(39)         $ 68
Cost related to closing/selling/downsizing
  existing facilities......................        --          185          (72)         --           113
Other costs................................        --            1           --          --             1
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $ 90         $264        $(133)       $(39)         $182
                                                 ====         ====        =====        ====          ====
64
2001 ACTIVITY
                                             ----------------------------------------------------------------
                                              BALANCE AT                                          BALANCE AT
                                             DECEMBER 31,               RESERVES    CHANGES IN   DECEMBER 31,
                                                 2000       ADDITIONS   UTILIZED*   ESTIMATES        2001
                                             ------------   ---------   ---------   ----------   ------------
Severance and other employee-related
  costs....................................      $ 68         $ --        $ (50)       $(12)         $  6
Cost related to closing/selling/downsizing
  existing facilities......................       113           --          (91)        (19)            3
Other costs................................         1           --           --          --             1
                                                 ----         ----        -----        ----          ----
          Total restructuring..............      $182         $ --        $(141)       $(31)         $ 10
                                                 ====         ====        =====        ====          ====
------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the Case Purchase Accounting Restructuring Program
reserve balance of $10 million at December 31, 2001, is adequate to carry out
the restructuring activities as outlined above, and we anticipate that all
actions will be completed by September 30, 2002. As prescribed under U.S. GAAP,
if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs," or in the applicable balance sheets as an adjustment to
goodwill, as appropriate. All actions recorded in the Case Purchase Accounting
Restructuring Program have been completed and there are no unresolved activities
except for the remaining payments as indicated above. All additional
restructuring actions relating to Case locations or employees will be recorded
as "Restructuring and other merger related costs" under the CNH Merger
Integration Program. We expect to fund the remaining cash requirements of the
Case Purchase Accounting Restructuring Program with cash flows from operations
and additional borrowings under our credit facilities.

     CNH Merger Integration Program

     During 2000, we recorded $157 million in restructuring and other merger
related costs related to the CNH Merger Integration Program, which did not
qualify for purchase accounting treatment. These restructuring and other merger
related costs primarily relate to severance and other employee-related costs,
writedown of assets, loss on the sale of assets and businesses, costs related to
closing, selling, downsizing existing facilities and other merger related costs.
During 2001, we recorded an additional $122 million in restructuring and other
merger related costs related to the CNH Merger Integration Program. These
restructuring and other merger related costs primarily relate to severance and
other employee-related costs, costs related to closing, selling, downsizing
existing facilities and other merger related costs.

     The severance and other employee-related costs reserved for in 2000
amounted to $43 million and relate to severance costs required to reduce our
headcount by approximately 2,100 employees as identified in the CNH Merger
Integration Plan. We are eliminating administrative and back office personnel,
as well as manufacturing personnel in the facilities that we will close or
downsize. These termination accruals include the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also include costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, we expended $31 million of termination payments related to
severance and other employee-related costs. As of December 31, 2000, we had
terminated approximately 400 employees related to the CNH Merger Integration
Program.

     During 2001, we reserved for an additional $74 million and expended $40
million relating to severance and other employee-related costs. As of December
31, 2001, we had terminated approximately 1,900 employees related to the CNH
Merger Integration Program.

                                        65
The reserves for writedown of assets, loss on the sale of assets and
businesses, and costs related to closing, selling, and downsizing existing
facilities of $18 million in 2001 and $79 million in 2000 were taken due to
required divestitures, excess capacity and duplicate facilities, and primarily
relate to the following actions of the CNH Merger Integration Program:

     -  Sale of our New Holland Laverda combine harvester product line
        (excluding hillside) and the Breganze, Italy facility in which they are
        made;

     -  Sale of our New Holland Versatile, Genesis and G/70 series four-wheel
        and two-wheel drive tractor lines, together with the Winnipeg, Canada,
        plant in which they are made;

     -  Closure of our administrative offices in Brentford, United Kingdom;

     -  Rationalization of the crawler excavator product line produced at the
        Crepy, France, facility;

     -  Transfer of production of the loader/backhoe product line produced at
        the Crepy, France, facility to the Imola, Italy, facility;

     -  Outsourcing of various components produced at the Burlington, Iowa,
        facility; and

     -  Other actions, which take into consideration elimination of duplicate
        capacity and realization of other synergies including purchasing and
        supply chain management, research and development and selling, general
        and administrative functions related to our operations.

     As management approves and commits us to a restructuring action, we
determine the assets that will be disposed in the restructuring actions and
calculate an impairment loss by writing down the assets to the lower of their
carrying amount or fair market value less the cost to sell. The fair market
value of the assets is determined as the amount at which the asset could be
bought or sold in a current transaction between willing parties. All of the
asset impairments recorded by us were related to assets to be disposed of, and
all of these assets have been disposed of at December 31, 2001. The impairment
charges amounted to $15 million and $19 million in 2001 and 2000, respectively.
Exit cost liabilities of $3 million and $60 million were accrued in 2001 and
2000, respectively. We utilized $37 million and $9 million of these exit cost
liabilities in 2001 and 2000, respectively. In addition, we reversed $15 million
of these exit cost liabilities in 2001 to restructuring and other merger related
costs as the cost to exit certain facilities was lower than anticipated. These
activities are included within writedown of assets, loss on sale of assets and
business and costs related to closing/selling/downsizing existing facilities on
the accompanying tables.

     The other merger related costs of $15 million and $28 million for the years
ended December 31, 2001 and 2000, respectively, relate to incremental costs that
we incurred in conjunction with our merger integration activities. These costs
are classified as "Restructuring and other merger related costs" on the
consolidated statements of operations. These expenses consist primarily of
consulting expenses, systems integration expenses and employee relocation
expenses.

                                        66
The following table sets forth our activities for the years ended December
31, 2000 and 2001, under the CNH Merger Integration Program (in millions):
2000 ACTIVITY
                                            -----------------------------------------------------------------
                                             BALANCE AT                                           BALANCE AT
                                            DECEMBER 31,                RESERVES    CHANGES IN   DECEMBER 31,
                                                1999       ADDITIONS   UTILIZED*    ESTIMATES        2000
                                            ------------   ---------   ----------   ----------   ------------
Severance and other employee-related
  costs...................................      $ --         $ 43         $(31)        $ --          $ 12
Writedown of assets.......................        --           12          (12)          --            --
Loss on sale of assets and businesses.....        --            7           (7)          --            --
Cost related to closing/selling/downsizing
  existing facilities.....................        --           60           (9)          --            51
Other restructuring costs.................        --            7           (1)          --             6
Other merger related costs................        --           28          (28)          --            --
                                                ----         ----         ----         ----          ----
Total restructuring.......................      $ --         $157         $(88)        $ --          $ 69
                                                ====         ====         ====         ====          ====
2001 ACTIVITY
                                            -----------------------------------------------------------------
                                             BALANCE AT                                           BALANCE AT
                                            DECEMBER 31,                RESERVES    CHANGES IN   DECEMBER 31,
                                                2000       ADDITIONS   UTILIZED*    ESTIMATES        2001
                                            ------------   ---------   ----------   ----------   ------------
Severance and other employee-related
  costs...................................      $ 12         $ 74        $ (40)        $ --          $ 46
Cost related to closing/selling/downsizing
  existing facilities.....................        51           18          (52)         (15)            2
Other restructuring costs.................         6           15           (2)          (3)           16
Other merger related costs................        --           15          (15)          --            --
                                                ----         ----        -----         ----          ----
Total restructuring.......................      $ 69         $122        $(109)        $(18)         $ 64
                                                ====         ====        =====         ====          ====
---------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the CNH Merger Integration Program reserve balance of
$64 million at December 31, 2001, is adequate to carry out the restructuring
activities as outlined above, and we anticipate that all actions will be
completed by December 31, 2002. Costs relating to a majority of the actions will
be expended through the third quarter of 2002. As prescribed under U.S. GAAP, if
future events warrant changes to the reserve, such adjustments will be reflected
in the applicable statements of operations as "Restructuring and other merger
related costs." We expect to fund the cash requirements of the CNH Merger
Integration Program with cash flows from operations and additional borrowings
under our credit facilities.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     The preparation of our financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as the date of
the financial statements and the reported amounts of revenues and expenses
during the reported periods. Actual results may differ from these estimates
under different assumptions or conditions. Our senior management has discussed
the development and selection of the critical accounting policies, related
accounting estimates and the disclosure set forth below with the Audit Committee
of our Board of Directors. We believe that our most critical accounting
policies, which are those that require management's most difficult, subjective
and complex judgments, are as follows.

                                        67
Allowance for Doubtful Accounts

     Our wholesale and retail note receivables have significant concentration of
credit risk in the agricultural and construction equipment industry and are
subject to potential credit losses. We have reserved for the expected credit
losses based on past experience with similar receivables including current and
historical past due amounts, dealer termination rates, write-offs and
collections. Total receivables and the allowance for doubtful accounts at
December 31, 2001 is $6,460 million and $300 million, respectively. We believe
that our reserves are adequate; however, if the financial condition of our
customers deteriorates resulting in an impairment of their ability to make
payments, additional allowances may be required.

     Equipment on Operating Lease Residual Values

     CNH's Financial Services segment purchases equipment that is leased to
retail customers under operating leases from dealers. Income from these
operating leases is recognized over the term of the lease. Financial Services'
investment in operating leases is based upon estimated residual values of the
leased equipment, which are calculated at the lease inception date. The total
value of equipment on operating leases, net of accumulated depreciation, is $612
million at December 31, 2001. Realization of the residual values is dependent on
Financial Services' future ability to market the equipment under the then
prevailing market conditions. CNH continually evaluates whether events and
circumstances have occurred which impact the estimated residual values of
equipment on operating leases. Although realization is not assured, management
believes that the estimated residual values are realizable.

     Off Balance Sheet Financing

     Reference is made to Note 14, "Accounts and Notes Receivable" of the
Consolidated Financial Statements for further information on our accounting
practices related to wholesale and retail receivables securitizations.

     Sales Allowances

     We grant certain sales incentives to stimulate sales of our products to
retail customers. The expense for such incentive programs is reserved for and
recorded as a deduction in arriving at net sales at the time of sales to the
dealer. The amounts of incentives to be paid are estimated based upon future
market demand for our products, competitive pricing and interest rates, among
other things. If market conditions were to decline, we may take actions to
increase customer incentives possibly resulting in an increase in the reduction
of net sales at the time the incentive is offered.

     Recoverability of Long-lived Assets

     Long-lived assets includes property, plant and equipment, goodwill and
other intangible assets such as patents and trademarks. Reference is made to
Note 2, "Summary of Significant Accounting Policies" of the Consolidated
Financial Statements for further information on our accounting practices related
to Long-lived assets. Our estimates of undiscounted cash flow related to
recoverability of these assets may differ from actual cash flow due to, among
other things, technological changes, economic conditions and the achievement of
the anticipated benefits of the business merger between Case and New Holland.

     Realization of Deferred Tax Assets

     CNH recorded deferred tax assets of $2,474 million and valuation reserves
against these assets of $986 million as of December 31, 2001, of which $1,209
million of the deferred tax assets and corresponding valuation reserves of $574
million represent tax loss carryforwards. CNH has recorded these valuation
reserves to reduce its deferred tax assets to the amount that is more likely
than not to be realized. While CNH has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for
valuation allowances, in the event CNH were to determine that it would be able
to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax asset would
                                        68
increase income in the period such determination was made. Likewise, should CNH
determine that it would not be able to realize all or part of its net deferred
tax asset in the future, an adjustment to the deferred tax asset would be
charged to income in the period such determination was made. If adjustments are
required to the valuation reserves related to tax loss carryforwards of Case
that existed at the date of the acquisition of Case, any future decreases in
those Case valuation reserves would not impact the statement of operations,
rather an adjustment would be made to the goodwill recorded in the Case
acquisition. Any future increases in the Case valuation reserves for those
deferred tax assets in existence at the acquisition date will impact future tax
expense.

     Reference is made to Note 16, "Income Taxes" of the Consolidated Financial
Statements for further information on our accounting practices related to the
realizability of deferred tax assets.

     Modification Programs and Warranty Costs

     Reference is made to Note 2, "Summary of Significant Accounting Policies"
of the Consolidated Financial Statements for further information on our
accounting practices related to modification programs and warranty costs. Our
warranty obligation is affected by component failure rates, replacement costs
and dealer service costs, partially offset by recovery from certain of our
vendors. If actual failure rates or costs to replace and install new components
differ from our estimates, a revision in the modification and warranty liability
would be required.

     Pension and Other Post-Retirement Benefits

     We sponsor pension and other retirement plans in various countries. In the
U.S., the United Kingdom and Germany we have major defined benefit plans which
are separately funded. Several statistical and judgmental factors which attempt
to anticipate future events are used in calculating the expense and liability
related to the plans. These factors include assumptions about the discount rate,
expected return on plan assets, rate of future compensation increases and health
care cost trend rates, as determined by us within certain guidelines. In
addition, our actuarial consultants also use subjective factors such as
withdrawal and mortality rates to estimate these factors. The actuarial
assumptions used by us may differ materially from actual results due to changing
market and economic conditions, higher or lower withdrawal rates, longer or
shorter life spans of participants and changes in actual costs of health care.
These differences may result in a significant impact to the amount of pension
and other post-retirement benefit expenses recorded by us. Although plan assets
have earned a rate of return of less than 9% in the past two years, we believe
historical long-term results continue to support a long-term rate of return on
plan assets of 9%. We plan to use a 9% assumption for 2002. We will continue to
review and update this assumption on an annual basis. In addition, we have
increased the initial health care cost trend rate assumption from 8% in 2001 to
10% in 2002. We anticipate an approximate $60 million increase in 2002 costs for
employee benefit plans and post-retirement benefits primarily related to an
increase in the health care cost trend rate assumption, the impact of actual
health care cost increases exceeding trend rate assumptions, the impact of
actual returns on plan assets in recent years being less than the expected
long-term rate of return assumption and prior plan changes as a result of
harmonizing the Case and New Holland benefit plans.

     Revenue Recognition

     Our Equipment Operations segment records sales of equipment and replacement
parts when title and all risks of ownership have transferred to the independent
dealer or other customer. For further information related to when risk of loss
transfers in various countries, see Note 2, "Summary of Significant Accounting
Policies" of the Consolidated Financial Statements. Management's judgments and
estimates in reserving for collectibility of receivables, sales incentives and
product warranties related to sales, are discussed in further detail in the
discussion above of our other critical accounting policies.

     Our Financial Services segment records earned finance charges (interest
income) on retail and other notes receivables and finance leases using the
effective interest method.

                                        69
FINANCIAL REPORTING

     Our independent auditors have brought to the attention of our management
and the Audit Committee of our Board of Directors that turnover in our corporate
staff has affected several of our reporting functions. The problems identified
related to the following areas: consolidation adjustments; account
reconciliations; account analysis; and data for financial statement
classification and footnote disclosure. We have been able to provide complete
and accurate information by lengthening the closing process, implementing
additional reviews, analyzing the results and adding temporary resources where
needed.

     Additionally, we are currently completing the integration of our accounting
processes by issuing procedures to harmonize our processes, simplifying our
legal entity structure, rationalizing our accounting procedures and systems in
Europe, hiring additional staff and improving our reporting systems.

     We believe that the measures we are taking, once fully implemented, will
resolve the matters noted by our auditors before the audit of our 2002 financial
statements. The Audit Committee of our Board of Directors is reviewing our
progress in implementing these plans.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" which
has been amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of SFAS No. 133, an
amendment of SFAS No. 133" and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of SFAS No. 133." SFAS
No. 133 is effective for fiscal years beginning after June 15, 2000 and will be
applied to: (a) derivative instruments; and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired or substantively
modified after December 31, 1998. SFAS No. 133 requires that every derivative
instrument be recorded on the balance sheet as an asset or liability measured at
its fair value and that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.

     We adopted SFAS No. 133 on January 1, 2001. SFAS No. 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings in the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $9 million
as of January 1, 2001 and had no significant impact on net income. The adoption
also resulted in an increase to assets and liabilities recorded on the balance
sheet of approximately $9 million and $18 million, respectively.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- A
Replacement of FASB Statement 125." SFAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All remaining provisions were adopted in
the second quarter of 2001. This adoption did not have a significant impact on
us.

     In January 2001, the Emerging Issues Task Force issued EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets." According to this
pronouncement, we must recognize cash flows in excess of the initial
investment's carrying value as interest income using the effective yield method.
Beneficial interests must be measured at fair value with other than temporary
impairments being recorded in income. We adopted this pronouncement in April
2001 and adoption of this pronouncement did not have a significant impact on our
financial position or results of operations.

                                        70
In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations.
This Statement requires that all business combinations be accounted for by the
purchase method. As required by SFAS No. 141, we adopted this new accounting
standard for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material impact on our financial
statements.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for
intangible assets and goodwill. The Statement requires that goodwill and
intangible assets having indefinite useful lives not be amortized but rather be
tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. As required
by SFAS No. 142, we adopted this new accounting standard on January 1, 2002.
Application of the non-amortization provision of SFAS No. 142 is expected to
result in a pretax increase in earnings of approximately $116 million per year
related to goodwill and approximately $11 million per year related to acquired
trademarks with indefinite lives. Beginning January 1, 2002, goodwill and
indefinite-lived intangible assets will be tested for impairment annually, and
will be tested for impairment between annual tests if an event occurs or
circumstances change that would indicate the carrying amount may be impaired.
Impairment testing for goodwill is done at a reporting unit level. Currently, we
have identified three reporting units under the criteria set forth by SFAS No.
142: Agricultural Equipment, Construction Equipment and Financial Services. We
are currently performing the required transitional impairment tests of goodwill
and indefinite-lived intangible assets. SFAS No. 142 prescribes a two-phase
process for impairment testing of goodwill. The first phase, required to be
completed by June 30, 2002, tests for impairment. The second phase (if
necessary), required to be completed by December 31, 2002, measures the amount
of impairment. We have engaged an independent third-party valuation firm to
assist with the fair value determinations of our reporting units and
indefinite-lived intangible assets. To determine fair value, we plan to rely on
two valuation models: guideline company method and discounted cash flow. We are
nearing completion of the first phase of the transitional impairment tests.
Preliminary results indicate that we may incur a goodwill impairment charge of
up to $300 million associated with our Construction Equipment reporting unit.
Preliminary results also indicate that the fair value of our Agricultural
Equipment reporting unit, Financial Services reporting unit and indefinite-lived
intangible assets exceed their respective carrying amounts and therefore we do
not expect these reporting units or intangible assets to be impaired. During
2001, we continued to evaluate the recoverability of goodwill in compliance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of."

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred by capitalizing it as part of the carrying
amount of the long-lived assets. As required by SFAS No. 143, we will adopt this
new accounting standard on January 1, 2003. We believe the adoption of SFAS No.
143 will not have a material impact on our financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, we will adopt this new accounting standard on January
1, 2002. We believe the adoption of SFAS No. 144 will not have a material impact
on our financial statements.

     B. LIQUIDITY AND CAPITAL RESOURCES.

     The discussion of liquidity and capital resources focuses on the balance
sheets, statements of cash flows and off-balance sheet financing. Our operations
are capital intensive and subject to seasonal variations in financing
requirements for dealer receivables and inventories. Whenever necessary, funds
from operating activities are supplemented from external sources. We expect to
have available to us cash from operations and from sources of debt finance
sufficient to fund our working capital requirements, capital expenditures,
including acquisitions, and debt service at least through the end of 2004.
                                        71
Consolidated long-term debt as of December 31, 2001 was $6,646 million,
including $1,061 million of current maturities. The consolidated long-term debt
consists of $1,359 million in bonds and medium term notes, $4,043 million of
affiliated notes and $221 million of medium term loans with banks. The remaining
$1,023 million was related to the use of credit lines with banks.

     Short term debt was $3,217 million, including $483 million of usage of
asset-backed commercial paper, $1,847 million of usage of credit lines with Fiat
and Fiat affiliates, $217 million of credit lines with banks and $670 million of
sales of receivables with recourse.

     As of December 31, 2001, our total debt was $9,863 million. Net of cash,
consolidated debt was $9,200 million. The related party debt was $5,890 million,
with an additional $1,024 million guaranteed by Fiat or a Fiat subsidiary.

     Net of intersegment activity and cash and cash equivalents, the Equipment
Operations net debt was $5,229 million and the Financial Services debt was
$3,971 million.

     On December 31, 2001, our outstanding debt with Fiat and its affiliates was
approximately 60% of the total debt, compared with 46% at December 31, 2000. In
2001, we paid a guarantee fee of between 0.0625% per annum and 0.125% per annum
on the average amount outstanding under facilities guaranteed by Fiat. Fiat has
agreed to maintain its existing treasury and debt financing arrangements with us
for as long as it maintains control of CNH and, in any event, at least until
December 31, 2004. After that time, Fiat has committed that it will not
terminate our access to these financing arrangements without affording us an
appropriate time period to develop suitable substitutes.

     Net Indebtedness

     Our consolidated net indebtedness, defined as short- and long-term
borrowings less cash and cash equivalents, is as follows (in millions):
2001     2000
                                                           ------   ------
                                                            (IN MILLIONS)
Short-term borrowings....................................  $3,217   $4,186
Long term-borrowings, including current maturities.......   6,646    5,539
Cash and cash equivalents................................    (663)    (886)
                                                           ------   ------
Net indebtedness.........................................  $9,200   $8,839
                                                           ======   ======
The year-over-year increase in total net indebtedness at December 31, 2001
was mainly due to the combination of expenditures for plant, property and
equipment, cash restructuring and the annual dividend, as the cash impact of the
net loss, net of depreciation and amortization expenses, was essentially
breakeven. The increase in our long term borrowing at December 31, 2001,
primarily reflects a lengthening of the maturity of some of our short-term debt.

     Cash Flow from Operating Activities
FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                                      ---------------------
                                                      2001    2000    1999
                                                      -----   ----   ------
                                                          (IN MILLIONS)
Equipment Operations................................  $(268)  $285   $   14
Financial Services..................................     86    523    1,071
                                                      -----   ----   ------
Consolidated........................................  $(182)  $808   $1,085
                                                      =====   ====   ======
In 2001, cash used by operating activities primarily related to increased
working capital and cash restructuring payments and losses in Equipment
Operations.

                                        72
In 2000, cash provided by consolidated operating activities primarily
related to reduced working capital. Equipment Operations generated cash by
reducing receivables and inventories in response to the continued weakness in
the agricultural equipment industry. Cash generated by Financial Services was
primarily the result of retail receivable sales in ABS transactions, partially
offset by the growth in the retail receivables portfolio.

     In 1999, the cash generated by operating activities was due to decreases in
levels of inventory and receivables, partially offset by lower earnings.
Production cuts to realign high year-end inventories with lower market demand
reduced inventory and receivable levels. The increased cash provided by
operating activities for Financial Services resulted from a retail ABS
transaction of approximately $1,000 million in value.

     Cash Flow from Investing Activities

     Cash used by investment activities was $272 million in 2001, and $296
million in 2000, as in each year total expenditures for property, plant and
equipment and equipment on operating leases were partially offset by proceeds
from divestitures. Cash used by investment activities in 1999 was $4,552
million, substantially all of which was for the acquisition of Case, including
related costs and expenses.

     Expenditures for property, plant and equipment in 2001, 2000 and 1999
totaled $229 million, $228 million and $210 million, respectively. We made these
capital expenditures to acquire the property, plant and equipment necessary to
introduce new products, enhance manufacturing efficiency, integration of
operations and further environmental and safety programs.

     Cash Flow from Financing Activities

     For 2001, cash provided by financing activities was $263 million as we
refinanced our maturing debt and increased its ratio of long-term debt to total
debt. For 2000, cash used by financing activities was $42 million. During 2000,
we also refinanced our maturing debt and increased its ratio of long-term debt
to total debt. For 1999, cash provided by financing activities was $3,327
million, primarily resulting from funds raised to finance the acquisition of
Case.

     Securitization Programs for Sale of Receivables

     Retail

     We securitize and transfer financial assets, using financial asset
securitization procedures, as an alternative funding source to borrowing.
Securitization of assets allows us to diversify funding sources in an attempt to
lower our overall cost of funds. We use special purpose entities ("SPEs") in
securitization transactions to achieve, for the benefit of securitization
investors, isolation of the sold receivables so that the receivables securing
the securities issued by the SPE would be beyond the reach of our creditors. The
use of SPEs in this way allows the SPE to issue highly-rated securities in a
highly-liquid and efficient market, thereby providing us with a cost-effective
source of funding. Termination of the activities described below would reduce
the number of funding resources currently available to us for funding our
finance activities. Any such reduction of funding sources would create a risk of
increasing our cost of funds and reducing our profit margins, which could
materially adversely affect our results of operations.

     Our receivable asset securitization program is further described in Note
14, "Accounts and Notes Receivable" to the Consolidated Financial Statements. In
the program, retail finance receivables are sold to limited purpose,
bankruptcy-remote, consolidated subsidiaries of CNH. In turn, these subsidiaries
establish separate trusts to which they transfer the receivables in exchange for
the proceeds from asset-backed securities and make payments on the securities.
At December 31, 2001, $4.1 billion of asset-backed securities issued to
investors out of U.S. and Canadian trusts were still outstanding with weighted
average remaining maturities of 17 months and 16 months, respectively.

     Due to the nature of the assets held by the trusts and the limited nature
of each trust's activities, they are each classified as a qualifying special
purpose entity under SFAS No. 140, "Accounting for Transfers and

                                        73
Servicing of Financial Assets and Extinguishments of Liabilities." In accordance
with SFAS No. 140, assets and liabilities of QSPEs are not consolidated in the
Company's Consolidated Balance Sheets.

     We agree to service the receivables transferred to the QSPEs for a fee and
earn other related ongoing income customary with the programs and in accordance
with generally accepted accounting principles. We also may retain all or a
portion of senior and subordinated interests in the QSPEs; these interests are
reported as assets in our Consolidated Balance Sheets. The amount of the fees
earned and the levels of retained interests that we maintain are quantified and
described in Note 14, "Accounts and Notes Receivable" to the Consolidated
Financial Statements.

     No recourse provisions exist that allow holders of the QSPEs' asset-backed
securities to put those securities back to us. Moreover, we do not guarantee any
securities listed by the QSPEs. Our exposure related to these QSPEs is limited
to the cash deposits held for the benefit of the QSPEs' investors and the
retained interests in the QSPEs, all of which are reported in our consolidated
balance sheets. The retained interests are subject to similar prepayment and
credit loss risks as the ownership of the underlying receivables sold to the
trusts. The QSPEs have a limited life and generally terminate upon final
distribution of amounts owed to investors or upon exercise of a cleanup-call
option by us, in our role as Servicer, when the servicing of the sold contracts
becomes burdensome. The QSPEs do not own stock of us or any of our affiliates.

     Wholesale

     We also sell wholesale receivables on a revolving basis to privately
structured securitization facilities. The receivables are initially sold to
wholly-owned, bankruptcy remote SPEs, which are consolidated by us, but legally
isolate the receivables from our creditors. These transactions are utilized as
an alternative to the issuance of debt and allow us to realize a lower cost of
funds due to the asset-backed nature of the receivables and the credit
enhancements offered to investors.

     Upon the sale of additional receivables, receivables are removed from the
balance sheet and proceeds are received for the difference between the
receivables sold and the undivided interests in receivables that are required to
be retained by us. In the event of a reduction in the receivables pool sold
caused by charge-offs, the investors in the facility have recourse against our
retained interests in the sold receivables. These retained interests fluctuate
with the size of the sold portfolio as they are specified as percentages of the
sold receivables. Investors have no recourse to us in excess of these retained
interests. We continue to service the sold receivables and receive a fee, which
approximates the fair value of the servicing obligation.

     These facilities consist of a 364-day, $400 million facility that is
renewable annually (most recently in March 2002) at the sole discretion of the
purchasers, a seven-year committed, $650 million non-renewable facility that
expires in October 2003 and a 364-day, C$325 million facility that is renewable
annually (most recently in April 2002) upon agreement of the parties, E155
million of which expires in April 2004. At December 31, 2001, $1,037 million and
C$303 million were outstanding under these facilities. Additional information
regarding these transactions is described in Note 14, "Accounts and Notes
Receivable" to the Consolidated Financial Statements.

     At December 31, 2001, these facilities contained provisions that were
directly tied to either our long-term unsecured debt rating or Fiat's short-term
or long-term unsecured debt ratings. In the event of a ratings downgrade of our
or Fiat's debt to specific levels, events of termination of new sales would have
been triggered. Under these events of termination, we would have been restricted
from selling additional receivables into the facilities as they were originated,
and the existing debt outstanding on the facilities would have liquidated
commensurate with the liquidations on the pool of receivables financed through
the facilities. The ratings triggers related to these facilities were:

     -  sales to the 364-day, $400 million facility would have been terminated
        if either CNH Global N.V.'s long-term rating were downgraded below BB-
        (by Standard & Poor's) or Ba3 (by Moody's), Fiat's short-term rating
        were downgraded below A3 (by Standard & Poor's) or Fiat's long-term
        rating were downgraded below BBB- (by Standard & Poor's) or Baa3 (by
        Moody's);

                                        74
-  sales to the seven-year committed $650 million facility would have
        terminated if Fiat's long-term rating were downgraded below BB- (by
        Standard & Poor's) or Ba3 (by Moody's), and the bank had the option to
        terminate sales to this facility at its discretion if Fiat's short-term
        rating were downgraded below A3 (by Standard & Poor's) or P3 (by
        Moody's) or Fiat's long-term rating were downgraded below BBB- (by
        Standard & Poor's) or Baa3 (by Moody's);

     -  sales to the 364-day, C$325 million facility would have been terminated
        if either CNH Global N.V.'s long-term rating were downgraded below BB
        (by Standard & Poor's) or Ba2 (by Moody's) or Fiat's long-term rating
        were downgraded below BBB (by Standard & Poor's) or Baa2 (by Moody's);
        and

     -  sales to the E155 million facility would have been terminated if Fiat's
        long-term rating were downgraded below BB- (by Standard & Poor's) or Ba3
        (by Moody's).

     At December 31, 2001 and as of the date of this report, our long-term
unsecured debt was rated BB by Standard & Poor's and Ba2 by Moody's, Fiat's
short-term unsecured debt was rated A3 by Standard & Poor's and P2 by Moody's
and Fiat's long-term unsecured debt was rated BBB by Standard & Poor's and Baa2
by Moody's.

     Since December 31, 2001, we have restructured the first three facilities
listed above so that a ratings downgrade is linked to an increase in the level
of the collateral, instead of the termination of new sales of receivables into
the facilities. We are attempting to restructure the E155 million facility;
however, we cannot ensure that our efforts will be successful.

     In the event that these credit rating downgrades occur, and we are unable
to obtain financing under this securitization facility, our financing capacity
under our other sources of funding, including committed and uncommitted lines of
credit and intercompany borrowing with Fiat and Fiat affiliates, would be used
to facilitate continued receivables origination. To the extent that the current
facilities and credit lines are not sufficient, our loan origination activity
could be reduced, impacting the financial results of the Financial Services
organization. See also "-- Funding Strategy."

FUTURE LIQUIDITY AND CAPITAL RESOURCES

     We rely upon loan agreements, commercial paper, lines of credit and
liquidity facilities and asset-backed securitization programs to support our
financing needs. A significant portion of our financing has historically come
from Fiat and Fiat affiliates.

     Our liquidity needs could increase in the event of an extended economic
slowdown or recession. Reduced commodity prices and farm cash receipts, as well
as decreased levels of commercial, residential and major infrastructure
construction or other adverse economic conditions, would impair the ability of
our dealers and retail end users to meet their payment obligations. Higher
industry levels of used equipment may affect resale prices and result in
decreased cash flows. In addition, in an economic slowdown or recession, our
servicing and litigation costs would increase. Any sustained period of increased
delinquencies, losses or costs would have an adverse effect on our liquidity.

     Term Loan Agreements and Other Long-Term Debt

     At the time of the merger of New Holland and Case, we borrowed $3,000
million from two 364-day credit facilities specifically established to finance
the acquisition. Of this amount $200 million was repaid in December 1999. The
remaining $2,800 million was refinanced during 2000 with $2,000 million in term
loans with a Fiat subsidiary with maturities from 2002 to 2005 and a weighted
average interest rate of 7.6% and $800 million in short-term borrowings. The
$600 million loan that matured in February 2002 has been refinanced by such Fiat
subsidiary on a renewable, one-month basis.

     In 2001 we negotiated with a subsidiary of Fiat additional term loans for
$1,499 million with final maturities in 2003 and 2006.

                                        75
We also established medium-term note programs prior to 2000. As of December
31, 2001, our subsidiaries have remaining availability of $425 million in
medium-term notes issuable pursuant to an $800 million U.S. shelf registration
statement; $284 million of medium-term notes issuable under a $500 million
Canadian program; and $190 million of medium-term notes issuable under a $330
million Australian program. Due to the downgrades in our credit ratings
described below, we have not issued any medium-term notes under any of these
programs since 2000.

     Commercial Paper

     We also have the following commercial paper programs (in millions):
AVAILABILITY
                                                       PROGRAM   DECEMBER 31,
                                                        SIZE         2001
                                                       -------   ------------
United States........................................  $1,500       $1,500
Australia............................................     200          200
                                                       ------       ------
     Total...........................................  $1,700       $1,700
                                                       ======       ======
Under the terms of our commercial paper programs, the principal amounts of
the commercial paper outstanding, combined with amounts outstanding under the
committed credit facilities, cannot exceed the total amount available under the
committed credit facilities. Borrowings under the New Holland Credit Company's
$1,500 million commercial paper program are guaranteed by Fiat.

     Beginning in the fourth quarter of 2000 and continuing through 2001, our
ability to access the commercial paper market through the Case Corporation and
Case Credit programs was significantly reduced due to downgrades in the credit
ratings of those subsidiaries. New Holland Credit Company's $1.5 billion program
was not impacted by the rating agencies' actions in the fourth quarter of 2000.
In April 2001, Standard & Poor's downgraded the long-term corporate credit
ratings of CNH, Case Corporation and Case Credit Corporation and related
entities to BB from BBB- and also lowered the short-term debt ratings of such
entities to B, with a negative outlook. In April 2001, Moody's lowered its
long-term and short-term debt ratings of Case Corporation to Ba2 and NP from
Baa3 and P-3, respectively, also with a negative outlook. At the same time,
Moody's downgraded Fiat's long-term debt rating from A3 to Baa2. In addition, in
June 2001, Standard & Poor's downgraded Fiat short-term rating from A-2 to A-3.

     In February 2002, Moody's announced that it was reviewing the long-term
debt rating of Ba2 for Case Corporation and Case Credit, as well as Fiat's Baa2
long-term and P-2 short term debt ratings, for possible downgrade. In April
2002, Standard & Poor's placed Fiat's A-3 short-term corporate credit rating on
credit watch with negative implications. In May 2002, Fitch Ratings announced
that it had placed Fiat's BBB senior unsecured and F2 short-term ratings on
Rating Watch Negative. At the same time, Fitch's F2 short-term rating for New
Holland Credit Company's U.S. commercial paper program, which is guaranteed by
Fiat, was placed on Rating Watch Negative. The impact of these ratings
downgrades on our short-term funding was to preclude us from accessing the
commercial paper market through the New Holland Credit Company, Case Corporation
and Case Credit Corporation programs.

     In view of these rating agency actions, we have decided to access the
asset-backed commercial paper markets in various countries in which we operate
as a core source of funding for our Financial Services

                                        76
operations. Currently, our asset-backed commercial paper programs to finance the
origination of retail receivables are the following (in millions):
AVAILABILITY
                                                       PROGRAM   DECEMBER 31,
                                                        SIZE         2001
                                                       -------   ------------
United States (expiring in January 2003).............  $1,200        $941
Australia (expiring in 2008).........................     224          --
                                                       ------        ----
     Total...........................................  $1,424        $941
                                                       ======        ====
Credit Facilities

     The following table summarizes our credit facilities at December 31, 2001
(in millions):
MATURITY   AMOUNT   DRAWN    AVAILABLE   GUARANTOR
                                             --------   ------   ------   ---------   ---------
Committed Lines
Revolving credit facility with third
  party....................................     2005    $1,800   $    0    $1,800       Fiat
Revolving credit facility with Fiat
  affiliates...............................  2002-03     1,000    1,000         0
Revolving credit facility with third
  party....................................     2004       500      500         0       Fiat
Credit facilities with third parties shared
  with some Fiat subsidiaries..............  2002-03       420        0       420       Fiat
Credit facilities with third parties.......  2002-04       250        0       250       Fiat
Other committed lines......................  various       716      615       101
                                                        ------   ------    ------
     Total committed lines.................              4,686    2,115     2,571
Uncommitted lines..........................  various     1,556    1,286       270
Asset-backed commercial paper liquidity
  facilities...............................              1,424      483       941
                                                        ------   ------    ------
TOTAL CREDIT FACILITIES....................             $7,666   $3,884    $3,782
                                                        ======   ======    ======
Credit facilities with Fiat affiliates or
  guaranteed by Fiat affiliates............  various    $3,970   $1,500    $2,470
At December 31, 2001, we had approximately $3,782 million available under
our $7,666 million total lines of credit. Borrowings under the revolving credit
facilities bear interest at (1) EURIBOR plus an applicable margin, (2) LIBOR,
plus an applicable margin, or (3) banker's bills of acceptance rates, plus an
applicable margin. Borrowings against commercial paper and asset-backed
commercial paper liquidity facilities bear interest at prevailing commercial
paper rates. The weighted-average interest rate on consolidated short-term
borrowings at December 31, 2001, was 3.40%.

     Liquidity Facilities

     We also have securitization programs through which we may sell, on a
revolving basis, wholesale receivables generated in the United States, Canada
and Europe. Under these facilities, the maximum amount of proceeds that can be
accessed at one time is approximately $1,500 million, and is subject to change
based on the level of eligible wholesale receivables. We expect to sell
additional pools of receivables in the future.

     Asset-Backed Securitization Programs

     We also maintain access to the asset-backed term market in the United
States and Canada. On May 9, 2001, CNH Capital Corporation, the Financial
Services arm of CNH, announced a $900 million asset-backed securitization by CNH
Receivables, Inc. In addition, on November 15, 2001, CNH Capital announced an
approximate $1,000 million asset-backed securitization by CNH Capital
Receivables Inc. The securities are backed by U.S. agricultural and construction
equipment retail receivables contracts originated through our dealerships. On
November 29, 2001, CNH Capital executed an asset-backed securitization
transaction in

                                        77
Canada in the amount of C$279 million. CNH Capital applied the proceeds from the
securitizations to repay outstanding debt.

     On March 28, 2002, we sold $674 million of retail receivables to a
qualified special purpose entity pursuant to an asset-backed securitization
transaction in which the special purpose entity issued $1 billion of securities,
backed by the receivables sold, to outside investors. We will sell additional
retail receivables to the special purpose entity in the second quarter of 2002
to complete the funding of the transaction. Proceeds from the sale were used to
repay outstanding borrowings and finance the origination of new receivables.

     We intend to continue our financing activity in the United States and
Canadian asset backed term markets and to enter the asset-backed term market in
Australia in 2002.

FUNDING STRATEGY

     We maintain sufficient committed lines of credit and liquidity facilities
to cover our expected funding needs on both a short-term and long-term basis. We
manage our aggregate short-term borrowings so as not to exceed availability
under our committed lines of credit. We access capital and banking markets,
predominantly through commercial paper issuances and committed and uncommitted
credit facilities, to fund our short-term financing requirements and to ensure
near-term liquidity. As funding needs are determined to be of a longer-term
nature, we access medium- and long-term debt markets, as appropriate, to
refinance short-term borrowings and replenish our short-term liquidity.

     In managing our future liquidity requirements, we expect to pursue a
financing strategy that includes:

     -  consolidating existing bank credit arrangements and other borrowing
        facilities available to us, developing common standards for borrowing
        terms and conditions;

     -  maintaining a relationship with Fiat, including access to its treasury
        and debt financing resources when appropriate;

     -  maintaining continuous access to a variety of financing sources,
        including U.S. and international capital markets and commercial bank
        lines; and

     -  funding Financial Services with a combination of financing and
        receivables securitizations.

     Increasingly, the most significant source of liquidity for our Financial
Services operations has been our ability to finance the receivables we originate
in the secondary markets through loan securitizations. Adverse changes in the
securitization market could impair our ability to originate, purchase and sell
receivables or other assets on a favorable or timely basis, as well as affect
the interest rate spreads we earn on the receivables we originate, and could
have an adverse effect on our liquidity.

     If we are unable to securitize our finance receivables, our financing
capacity under our other sources of funding, including our lines of credit and
liquidity facilities, would have to increase for the volume of our receivables
originations to continue to grow. These facilities typically provide financing
of a certain percentage of the underlying collateral and are subject to the
availability of eligible collateral and, in many cases, the willingness of the
banking firms to continue to provide financing. Some of these agreements provide
for annual terms which are extended by mutual agreement of the parties for an
additional annual term. Although we expect to replace our financing when our
current facilities expire, there can be no assurance that we will obtain
financing on favorable terms, if at all. To the extent that we are unable to
arrange any third party or other financing, our loan origination activities
would be adversely affected, which could have a material adverse effect on our
operations, financial results and cash position.

     Access to funding at competitive rates is key to the growth of CNH
Capital's core business and expansion of its financing activities into new
product and geographic markets. Further ratings downgrades of either our or
Fiat's debt could adversely affect CNH Capital's ability to continue to offer
attractive financing to its dealers and end-user customers. On a global level,
we will continue to evaluate alternatives to ensure that CNH Capital continues
to have access to capital on favorable terms in support of its business,
including through

                                        78
equity investments by global or regional partners in joint venture or
partnership opportunities, new funding arrangements or a combination of any of
the foregoing. Joint ventures allow us to utilize the partner's balance sheet
strength and credit rating to support CNH Capital's funding requirements on more
advantageous terms.

     In the event that we were to consummate one or more of the above-described
joint venture transactions or related funding arrangements relating to CNH
Capital, it is likely that there would be a material impact on CNH Capital's
results of operations, financial condition, liquidity and capital resources. Due
to the very preliminary stage of our evaluation process, we cannot assure that
we will be successful in identifying suitable partners or in concluding such
transaction(s) or arrangement(s) on terms satisfactory to us, or that we will
realize the anticipated savings in cost of funding, enhanced range of products
and services, improved competitiveness or other projected benefits from such
transaction(s) or arrangement(s).

CONTRACTUAL OBLIGATIONS

     The following table sets forth the aggregate amounts of our contractual
obligations and commitments with definitive payment terms which will require
significant cash outlays in the future. The commitment amounts are as of
December 31, 2001.
PAYMENTS DUE BY PERIOD
                                     -----------------------------------------------------------------
                                     TOTAL    LESS THAN 1 YEAR   1-3 YEARS   4-5 YEARS   AFTER 5 YEARS
                                     ------   ----------------   ---------   ---------   -------------
                                                               (IN MILLIONS)
Long-Term Debt.....................  $6,646        $1,061         $2,738      $2,304         $543
Operating Leases(1)................     162            38             45          15           64
Unconditional Purchase
  Obligations......................      --            --             --          --           --
Other Long-Term Obligations(2).....      21            14              7          --           --
                                     ------        ------         ------      ------         ----
Total Contractual Cash
  Obligations......................  $6,829        $1,113         $2,790      $2,319         $607
                                     ======        ======         ======      ======         ====
---------------
(1) Minimum rental commitments.

(2) Relating to our Shanghai joint venture.

     Financial Services private label credit cards had various commitments to
extend credit, net of balances outstanding of approximately $2,100 million and
approximately $1,600 million for the years ended December 31, 2001 and 2000,
respectively.

     In addition, we estimate that for 2002, expenditures for property, plant
and equipment and other investments amounting to $229 million in the aggregate
will be required to complete projects authorized as of December 31, 2001, for
which we have made substantial commitments. We also estimate that for 2002,
investments in connection with our alliance with Kobelco will be approximately
$235 million. We expect that our contractual commitments and these commitments
will be funded with cash flows from operations and additional borrowings under
our credit facilities.

     C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

RESEARCH, DEVELOPMENT AND ENGINEERING

     Our research, development and engineering personnel design, engineer,
manufacture and test new products, components and systems. We incurred $306
million and $338 million of research, development and engineering costs in the
years ended December 31, 2001 and 2000, respectively.

     We also benefit from the research, development and engineering expenditures
of our joint ventures, which are not included in our research, development and
engineering expenditure figures, and from the continuing engineering efforts of
our suppliers.

                                        79
PATENTS AND TRADEMARKS

     Agricultural Equipment -- We are promoting the New Holland, Case IH and
Steyr brands and logos as the primary brand names for our agricultural equipment
products. We sell some products under heritage brand names or sub-brand names
such as Ford, Braud, FiatAllis, Flexi-Coil, Austoft, Concord, DMI and Tyler. We
also have a one-year, renewable, royalty-bearing license from Fiat to use the
FiatAgri trademark.

     Construction Equipment -- For construction equipment under New Holland, we
are promoting the New Holland Construction, O&K, Kobelco, Fiat-Hitachi and
FiatAllis brands in particular regions of the world. For construction equipment
under Case, we are promoting the Case construction brand name and logo.

     Most of these brand names have been registered as trademarks in the
principal markets in which we use them. Other than the New Holland, Case, IH and
Case IH trademarks, we do not believe that our business is materially dependent
on any single patent or trademark or group of patents or trademarks.

     CNH, through New Holland and Case, has a significant tradition of
technological innovation in the agricultural and construction equipment
industries. We hold over 2,600 patents, with 1,350 additional applications
pending. We believe that we are among the market leaders for patented
innovations in the product classes in which we compete.

     D. TREND INFORMATION.

MARKET OUTLOOK FOR AGRICULTURAL EQUIPMENT

     We anticipate that industry sales of agricultural equipment will remain at
or near 2001 levels through the balance of 2002. In North America, the first
quarter was flat overall, as expected. We do not anticipate total industry sales
to show any significant departure from 2001 levels through the balance of the
year. Sales of under 40 horsepower tractors are now expected to remain at, or
somewhat above, 2001 levels throughout the year. Sales of over 40 horsepower
tractors are expected to remain at or slightly below 2001 levels through 2002.
In Latin America, we expect industry sales to remain at 2001 levels at least
through the third quarter of 2002. No significant change is anticipated in
industry sales for Western Europe.

MARKET OUTLOOK FOR CONSTRUCTION EQUIPMENT

     We expect industry sales of construction equipment to remain weak in the
second quarter in all of our major markets except Latin America, which is
expected to be essentially unchanged from 2001. In the second half of the year,
industry sales of construction equipment should follow the anticipated economic
recovery as it materializes. We expect the upturn to occur first in North
America, where fourth quarter sales could approach 2001 levels. We do not expect
recovery in Western Europe to be as rapid.

OUTLOOK FOR FULL YEAR 2002 RESULTS

     We believe that the growing strength of our global agricultural business,
along with anticipated second-half improvements in the construction equipment
industry, will contribute significantly to our bottom line in the second half of
the year. New product introductions should also contribute to the bottom line,
particularly in the fourth quarter of 2002.

     We expect to again record improved operating performance in 2002 even as we
continue dealer destocking by keeping wholesale levels below retail sales levels
and production below wholesale levels. Through our various profit improvement
initiatives, including the reengineering of our key processes, we believe that
further reductions in selling, general and administrative expenses and research
and development expenses may be achieved during 2002. Based on current
assumptions, we believe that our better than expected performance in the first
quarter will be reflected in the full year result, substantially reducing the
expected loss per share in 2002 without considering the potential impact of our
initiatives to reduce debt and increase equity.

                                        80
INFLATION

     Inflation impacts our business in both the costs of production and the
demand for our products.

     A significant portion of the cost of our machinery is comprised of material
costs. Therefore, material price inflation could result in increased
manufacturing costs through supplier price increases to us. Our ability to
recover increased supplier costs would be dependent, in part, on our
competitors' responses to these economic conditions. Manufacturing cost
increases in excess of increased pricing in the market could have an adverse
effect on us.

     Increases in inflation tend to cause higher interest rates. The demand for
agricultural and, to a greater extent, construction equipment, is negatively
impacted by high interest rates. As interest rates on farm debt escalate,
farmers tend to delay equipment purchases. Our construction equipment business
is heavily tied to the housing construction sector, and in the face of rising
mortgage rates, potential homeowners tend to delay purchases. Increases in the
level of worldwide inflation could have a negative effect on the level of demand
for agricultural and construction equipment.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     A. DIRECTORS AND SENIOR MANAGEMENT.

     Our directors and our executive officers elected by the Board of Directors
are as set forth below:
DIRECTOR/
                                                                                              EXECUTIVE
             NAME                                   POSITION WITH CNH                       OFFICER SINCE
             ----                                   -----------------                       -------------
Jean-Pierre Rosso.............  Director and Chairman                                           1999
Paolo Cantarella..............  Director                                                        1996
Alberto F. Cerruti............  Director*                                                       2001
Damien Clermont...............  Director                                                        1999
Alfredo Diana.................  Director                                                        1999
Edward A. Hiler...............  Director**                                                      2002
Katherine M. Hudson...........  Director                                                        1999
Kenneth Lipper................  Director                                                        1996
Paolo Monferino...............  Director, President and Chief Executive Officer                 1999
James L.C. Provan.............  Director                                                        1995
Michel Lecomte................  Chief Financial Officer, and President, Financial Services      2000
                                and President, CNH Capital
Richard M. Christman..........  President, Case IH Agricultural Business                        2000
Harold D. Boyanovsky..........  President, Worldwide Agricultural Equipment Products            1999
Fausto Lanfranco..............  President, Worldwide Construction Equipment                     1996
William T. Kennedy............  President, New Holland Agricultural Business Business           1996
Roberto Miotto................  Senior Vice President, General Counsel and Secretary            1991
Giovanni B. Ravina............  Senior Vice President, Human Resources                          2000
---------------
 * Alberto F. Cerruti resigned as Director in February 2002.

** Named a Director subsequent to December 31, 2001.

     Jean-Pierre Rosso, Director and Chairman, born on July 11, 1940, has served
as Chairman of the Board of Directors of CNH since November 12, 1999 and as its
Chief Executive Officer until November 7, 2000. Prior to this, Mr. Rosso served
as Chairman and Chief Executive Officer of Case from October 1997 until November
1999. From March 1996 through October 1997, he served as Case's Chairman,
President and

                                        81
Chief Executive Officer, and from April 1994 through March 1996, he served as
its President and Chief Executive Officer. Prior to April 1994, Mr. Rosso served
in various capacities with Honeywell, Inc., a producer of advanced technology
products, including as President of the Home and Building Control Business from
1992 through April 1994, and as President of its European operations from 1987
through 1991. Mr. Rosso is also director of ADC Telecommunications, Inc.,
Medtronic, Inc., and Credit Lyonnais.

     Paolo Cantarella, Director, born on December 4, 1944, has served as
director of CNH, and previously of New Holland, its predecessor, since April
1996. Mr. Cantarella is the Chief Executive Officer of Fiat and the Chairman of
Fiat Auto S.p.A., Iveco N.V., and Vice President of IHF (Internazionale Holding
Fiat S.A.), having served in a variety of senior executive positions with the
Fiat Group. He is also a member of the Board of HdP (Holding di Partecipazioni
Industriali S.p.A.). Prior to his current position, Mr. Cantarella was the
Managing Director and head of Fiat Auto S.p.A., the Fiat Group's Automobile
Sector.

     Alberto F. Cerruti, born on May 17, 1940, served as director of CNH from
May 2001 until his resignation in February 2002. Prior to that, Mr. Cerruti
spent his entire career at General Electric ("GE"), starting in 1964 until his
retirement in January 2001. From 1964 to 1967, Mr. Cerruti worked with GE's
Corporate Audit Staff. In 1973, he became GE's Manager-Finance, Italian
Operations. Between 1977 and 1982, he was GE's Manager-Finance, Africa and
Middle East Division in London, Europe Business Division in Brussels and Europe
and Africa Operations in London. He became GE's Manager-Finance International
Sector in 1983 and in 1987, GE's Manager, Corporate Tax Operation. He was
appointed GE's Vice-President International Finance and Business Support in
1988, and GE's Vice President Mergers and Acquisitions from 1993 until his
retirement.

     Damien Clermont, Director, born on July 12, 1951, has served as director of
CNH since October 1999. Mr. Clermont has served as Chief Financial Officer of
Fiat S.p.A. since 1999. He also served as Senior Vice President, Planning and
Strategy, of Fiat from April 1996. Prior to joining Fiat, Mr. Clermont held
several key management positions with the Schneider Group, a leading producer of
electrical equipment, including Senior Vice President, Strategic Planning and
member of its Executive Committee. Mr. Clermont also held positions with
France's Total Company (oil) in the International Finance Department, where he
served as Head of International Cash Management.

     Alfredo Diana, Director, born on June 2, 1930, has served as a director of
CNH since November 1999. Prior to that, Mr. Diana served as the Italian governor
of the International Fund for Agricultural Development from 1977 to 1999. He was
an elected member of the European Parliament in 1979, and an elected senator of
the Italian Republic in 1983. Mr. Diana held several government positions,
including President of the General Federation of Agriculture, Commissioner and
President of the Experimental Institute for fruit-growing, Vice President of the
National Council of Economy and Labour, President of the National Council for
Forestry and Timber, and Minister of Agriculture and Forestry in the first Amato
and Ciampi governments. He was also President of Tecnagro, an association for
innovations in agriculture, and president of Montedison agricultural services.
Mr. Diana is also the president of the Italian Agricultural Society.

     Dr. Edward A. Hiler, Director, born on May 14, 1939, was named a director
of CNH on May 7, 2002. Dr. Hiler presently serves the Texas A&M University
system as vice chancellor for Agriculture and Life Sciences and dean of the
College of Agriculture and Life Sciences. 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. Dr. Hiler earned his Ph.D. in Agricultural
Engineering at The Ohio State University. 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 Congress of the United States. A licensed
professional engineer, Dr. Hiler is the author of over 100 professional
publications.

     Katherine M. Hudson, Director, born on January 19, 1947, has served as a
director of CNH since November 1999. Ms. Hudson has served as the President and
Chief Executive Officer of Brady Corporation,
                                        82
an international manufacturer of identification and material solution products,
since January 1994. Prior to assuming her position with that company, she was
Vice President and General Manager of the Professional, Printing and Publishing
Imaging Division of Eastman Kodak Company. Prior to the business merger of New
Holland N.V. and Case Corporation, Ms. Hudson served as a director of Case since
1996. In addition to Brady, Ms. Hudson is also a director of Charming Shoppes,
Inc.

     Kenneth Lipper, Director, born on June 19, 1941, has served as a director
of CNH since 1996. He is the Chairman of Lipper & Company, Inc., an investment
management and investment banking company founded in 1987. Previously, he was
the Deputy Mayor of the City of New York under Mayor Edward Koch from 1983 to
1985. He was a managing director and general partner of Salomon Brothers during
the years 1976-1982 and a general partner at Lehman Brothers during the years
1969-1975. Mr. Lipper was the Director of Industrial Policy for the Office of
Foreign Direct Investment at the U.S. Department of Commerce from 1968 to 1969.
Mr. Lipper was an associate lawyer with the law firm of Fried, Frank, Harris,
Shriver & Jacobson from 1967 to 1968.

     Paolo Monferino, Director, President and Chief Executive Officer, 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 the Company's wide-ranging
integration plan. Mr. Monferino has more than 16 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, 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.

     James L.C. Provan, Director, born on December 19, 1936, has served as
director of CNH, and previously of New Holland, since 1995. Mr. Provan was first
elected as a Member of the European Parliament in 1979, where he has served on
the Agricultural and Rural Affairs Committee, the Conservative National Union
Executive Committee, and the Transport and Tourism Committee. Mr. Provan is also
the Chairman of the Rowett Research Institute, Aberdeen, one of Europe's leading
nutritional research centers.

     Michel Lecomte, Chief Financial Officer, and President, Financial Services
and President, CNH Capital, born on January 27, 1949, was appointed Chief
Financial Officer and President, Financial Services and President, CNH Capital
of CNH on November 8, 2000. Prior to joining CNH, Mr. Lecomte served as Chief
Financial Officer of Iveco, a sector of the Fiat Group and Transolver, Iveco's
financial services business. From 1989 to 1996, he served as chief financial
officer of the Framatome Group based in France. Mr. Lecomte also served as chief
financial officer of CertainTeed Corporation in the U.S. from 1984 to 1989.

     Harold D. Boyanovsky, President, Worldwide Agricultural Equipment Products,
born on August 15, 1944, has served as President, Worldwide Agricultural
Equipment Products of CNH since November 1999. Prior to the business merger of
New Holland N.V. and Case Corporation, he served as a Senior Vice President of
Case from May 1997 to November 1999. Between November 1999 and December 1966,
Mr. Boyanovsky served in a variety of executive positions with Case and
International Harvester.

     Richard M. Christman, President, Case IH Agricultural Business, born on May
23, 1950, was appointed President, Case IH Agricultural Business on July 1,
2000. From November 1999 to July 2000, he served as Senior Vice President,
Strategy and Business Development of CNH. Prior to the business merger of New
Holland N.V. and Case Corporation, Mr. Christman served as a Senior Vice
President of Case from May 1996 to November 1999. Between November 1999 and June
1975, Mr. Christman served in a variety of executive positions with Case.

                                        83
William T. Kennedy, President, New Holland Agricultural Business, born on
January 1, 1943, has served as President, New Holland Agricultural Business of
CNH since November 1999. Prior to the business merger of New Holland N.V. and
Case Corporation, he served as Executive Vice President, Chief Marketing
Officer, New Holland, between September 1996 and November 1999. Between May 1991
and September 1996, Mr. Kennedy served as Chief Operating Officer, North
American Operations. Between June 1964 to May 1991, he served in a variety of
Management positions with the predecessor companies Ford New Holland and Sperry
New Holland.

     Fausto Lanfranco, President, Worldwide Construction Equipment Business,
born on July 20, 1944, has served as President, Worldwide Construction Equipment
Business of CNH since November 1999. Prior to the business merger of New Holland
N.V. and Case Corporation, Mr. Lanfranco served as Managing Director of Fiat
Hitachi Excavators and was in charge of New Holland Earthmoving Equipment
Operations. In this capacity he was responsible for the strategic repositioning
of this business in the worldwide scenario. Between 1991 and 1996 Mr. Lanfranco
was assigned responsibility for the Strategies and Industrial Policies
Department of Fiat Corporate. In 1983 he joined Fiat Group and between 1983 and
1991 Mr. Lanfranco served in a variety of executive positions in the Components
Sector. Mr. Lanfranco worked for Olivetti between 1971 and 1983 where he held
managerial positions in the Planning, Research & Development and Production
departments in Mexico, the US and Far East. In his last assignment for Olivetti
he was in charge of the Consumer Products Division.

     Roberto Miotto, Senior Vice President, General Counsel and Secretary, born
on December 15, 1946, has served as Senior Vice President, General Counsel and
Secretary of CNH since November 1999. Prior to the business merger of New
Holland N.V. and Case Corporation, Mr. Miotto served as Vice President, General
Counsel and Secretary of New Holland N.V. Prior to that, Mr. Miotto served in a
variety of executive positions with the Fiat Group.

     Giovanni B. Ravina, Senior Vice President, Human Resources, born on April
21, 1951, was appointed Senior Vice President, Human Resources of CNH, effective
December 1, 2000. Prior to joining CNH, he served as Managing Director, Fiat
India. Between September 1978 and December 2000, Mr. Ravina served in a variety
of executive positions with the Fiat Group.

     B. COMPENSATION.

     We maintain a management bonus program that links a portion of the
compensation paid to senior executives to our achievement of financial
performance criteria specified by the Nominating and Compensation Committee of
CNH's Board of Directors.

     The aggregate amount of compensation paid by CNH to its directors and
executive officers that held office during 2001 was approximately $14.7 million.
The aggregate amount paid or set aside by CNH with respect to pension and
similar benefits during 2001 totaled approximately $248,000. Certain CNH
officers were a party to "Change in Control" agreements in 1999 that provided
for severance benefits if the officer's employment terminated other than for
"cause" within 12 months following a potential change in control or within 24 to
36 months following a change in control. Those agreements were either exercised
or amended in 2000. The amendment included three annual installment payments,
the first of which was paid in 2000. The aggregate amounts paid by CNH to its
executive officers for the first installment, paid in 2000, were approximately
$0.8 million and for the second installment, paid in 2001, was approximately
$0.8 million.

     There are currently no director's service contracts providing for benefits
upon termination of employment.

CNH OUTSIDE DIRECTORS' COMPENSATION PLAN

     In 1999, we established the CNH Global N.V. Outside Directors' Compensation
Plan ("CNH Directors' Plan") which was amended in 2000. The CNH Directors' Plan
provides for (1) the payment of an annual retainer fee and committee chair fee
(collectively, the "Annual Fees") to independent outside members of the Board in
the form of common shares of CNH; (2) an annual grant of options to purchase
common shares of

                                        84
CNH; (3) an opportunity to receive up to 50% of their Annual Fees in cash; and
(4) an opportunity to convert all or a portion of their Annual Fees into stock
options. Each of our outside directors is paid a fee of $1,250 plus expenses for
each Board of Directors and committee meeting attended. Outside directors also
receive an annual retainer fee of $35,000. In addition, each outside director
who chairs a committee is paid an annual retainer fee of $5,000 per committee
chair held. The value of these fees is included in the aggregate compensation
amount set forth above. Under the CNH Directors' Plan, all outside director
annual retainer fees are paid in the form of CNH common shares unless a director
elects to receive a portion of his or her fees, up to a maximum of 50%, in cash.
In addition, outside directors may also elect to forego payment of all or any
portion of their fees otherwise payable in common shares and to instead receive
an option to purchase common shares at a purchase price equal to the fair market
value of the common shares on the date that such fees would otherwise have been
paid to the director. The number of shares subject to such an option will be
equal to the amount of fees that the director elected to forego, multiplied by
four and divided by the fair market value of a common share on the date the fees
would otherwise have been paid to the director. Stock options granted as a
result of such an election vest immediately upon grant, but the shares purchased
under the option cannot be sold for six months following the date of grant.
Outside directors also receive an annual grant of options to purchase CNH common
shares that will vest on the third anniversary of the grant date. The exercise
price of all options granted under the CNH Directors' Plan is equal to or
greater than the fair market value of our common shares on the date of grant.
There are one million common shares reserved for issuance under this plan.
Exercise prices for options outstanding under the CNH Directors' Plan at
December 31, 2001 ranged from $5.25 to $15.41. The remaining weighted average
contractual life of the options issued pursuant to the CNH Directors' Plan is
approximately nine years. As of December 31, 2001, there were 758,429 common
shares available for issuance under the CNH Directors' Plan. During the last two
years, changes in shares subject to issuance under stock options were as
follows:
FOR THE YEARS ENDED DECEMBER 31,
                                                             ---------------------------------------
                                                                    2001                 2000
                                                             ------------------   ------------------
                                                                       EXERCISE             EXERCISE
                                                             SHARES     PRICE     SHARES     PRICE
                                                             -------   --------   -------   --------
Outstanding at beginning of year...........................  120,757    $11.85     18,750    $15.41
  Granted..................................................  142,277      6.04    102,007     11.19
  Forfeited................................................  (21,463)    12.09         --        --
                                                             -------              -------
Outstanding at end of year.................................  241,571      8.40    120,757     11.85
                                                             =======              =======
Exercisable at end of year.................................  159,071      7.73     64,507     10.72
                                                             =======              =======
------------
* Weighted-average

CNH EQUITY INCENTIVE PLAN

     In 1999, we established the CNH Equity Incentive Plan or CNH EIP, which was
amended in 2001. The CNH EIP provides for grants of various types of awards to
officers and employees of CNH and its subsidiaries. There are 28 million common
shares reserved for issuance under this plan. Options granted under the CNH EIP
have an exercise price that is no less than the fair market value of the common
shares on the date of grant. Certain options vest ratably over three or four
years from the award date, while certain performance-based options vest subject
to the attainment of specified performance criteria. Such performance-based
options vest no later than seven years from the award date. All options expire
after ten years. The exercise price for options outstanding under the CNH EIP at
December 31, 2001 ranged from $6.34 to $13.77. The remaining weighted average
contractual life of the options issued pursuant to the CNH EIP is approximately
nine years. Prior to 2001, the exercise prices of all options granted under the
CNH EIP were equal to or greater than the fair market value of our common shares
on the respective grant dates. During 2001, we granted stock options with an
exercise price less than the quoted market price of our common shares at the
date of the grant. The $3,729,600 of compensation cost has been deferred and is
being charged to

                                        85
expense over the four-year service period of the related options. During the
last two years, changes in shares subject to issuance under stock options were
as follows:
FOR THE YEARS ENDED DECEMBER 31,
                                                         --------------------------------------------
                                                                 2001                   2000
                                                         --------------------   ---------------------
                                                                     EXERCISE                EXERCISE
                                                          SHARES      PRICE       SHARES      PRICE
                                                         ---------   --------   ----------   --------
Outstanding at beginning of year.......................  5,201,937    $13.77     5,291,050    $13.77
  Granted..............................................  5,328,000      6.34     2,299,500     13.77
  Forfeited............................................   (994,025)    12.75    (2,388,613)    13.77
                                                         ---------              ----------
Outstanding at end of year.............................  9,535,912      9.73     5,201,937     13.77
                                                         =========              ==========
Exercisable at end of year.............................  1,777,927     13.77       621,168     13.77
                                                         =========              ==========
Under the CNH EIP, shares may also be granted as restricted shares. We
establish the period of restriction for each award and hold the shares during
the restriction period. Certain restricted shares vest over six months to seven
years, while certain performance-based restricted shares vest subject to the
attainment of specified performance criteria. Such performance-based restricted
shares vest no later than seven years from the award date. For the year ended
December 31, 2000, 75,000 restricted shares were awarded at no cost to
employees, at a weighted-average value of $12.81, and no restricted shares were
awarded during 2001. At December 31, 2001, restricted common shares outstanding
totaled 33,600 shares.

     As of December 31, 2001, there were 18,312,620 common shares available for
issuance under the CNH EIP.

FIAT STOCK OPTION PROGRAM

     Certain employees of ours are eligible to participate in stock option plans
of Fiat ("Fiat Plans") whereby participants are granted options to purchase
ordinary shares of Fiat ("Fiat Shares"). The number of options granted to our
employees to purchase Fiat Shares was 222,000, 67,500 and 23,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. The exercise price, as
determined by the average official price of Fiat Shares on the Italian Stock
Exchange during the twenty-day period preceding the date of grant, was E28.45,
E30.63 and E18.00 for the options granted under the Fiat Plans in 2001, 2000 and
1999, respectively. These exercise prices as compared to the actual prices of
Fiat Shares on the date of grant of E29.30, E33.46 and E18.06 in 2001, 2000 and
1999, respectively, were not significantly different and did not result in a
material amount of compensation expense under these plans. The 2001 and 2000
options vest ratably over a four year period and 1999 options vest ratably over
a three year period. All options under the Fiat Plans expire eight years after
the grant date.

     C. BOARD PRACTICES.

     Responsibility for the management of CNH lies with the Board of Directors
of CNH, which supervises the policies of CNH and the general course of corporate
affairs. The members of the Board are appointed at the Meetings of Shareholders
and do not have fixed terms of office.

     The Company has an Audit Committee, a Nominating and Compensation
Committee, and a Finance Committee of the Board of Directors.

     The principal functions of the Audit Committee are to recommend the
selection and review the activities of CNH's independent public accountants, and
to exercise general oversight with respect to CNH's financial reporting process
and internal accounting controls. The Committee currently consists of Ms. Hudson
and Messrs. Provan and Diana. Ms. Hudson serves as Chairperson of this
Committee.

     The principal functions of the Nominating and Compensation Committee are to
aid in attracting qualified candidates to serve as outside directors and
exercise general oversight of CNH's executive

                                        86
compensation program, including fixing the compensation of executive and certain
other senior officers of CNH. The Committee currently consists of Messrs.
Cantarella and Diana. Mr. Cantarella serves as Chairperson of this Committee.

     The principal functions of the Finance Committee are to review and make
recommendations on major transactions, programs or policies, including
acquisitions, joint ventures or divestitures, capital investments, short-term or
long-term financing, including the public offering or private placement of debt
securities, sale, repurchase or split of equity securities, and financial and
hedging policy of the Company. The Committee currently consists of Ms. Hudson
and Mr. Clermont. Mr. Clermont serves as Chairperson of this Committee.

     D. EMPLOYEES.

     At December 31, 2001, we had approximately 28,100 employees. There were
17,500 employees in the agricultural equipment business, 6,400 in the
construction equipment business and 950 in the financial services business, with
the remaining 3,250 shared by all business units. As broken down by geographic
location, there were 10,300 employees in North America, 14,500 employees in
Western Europe, 1,800 employees in Latin America and 1,500 employees in the Rest
of World.

     Our employment levels are down from nearly 36,000 at the time of the merger
and in line with the planned 24% reduction in employee headcount by the end of
2003. The 8,500 reduction includes approximately 2,000 employees that were part
of the divestitures. The balance is from our headcount reduction initiatives.
This consolidation includes a general reduction in salaried workforce, the
consolidation of back-office support activities and the outsourcing of non-core
support activities such as information systems and accounting services.
Consistent with the decline in overall employment levels, salaried employment
has declined by approximately 25% from approximately 14,900 at year-end 1999 to
approximately 11,300. This decline in salaried employment is a key contributing
factor to the decline in our Equipment Operations selling, general and
administrative ("SG&A") costs as a percentage of Equipment Operations net sales
from 11.8% in 1999 on a pro forma basis to 10.8% in 2000, with a further
reduction to 10.1% in 2001. Our longer term target is to reduce SG&A costs as a
percentage of Equipment Operations net sales to approximately 9.0% at current
conditions.

     Unions represent many of CNH's worldwide production and maintenance
employees. CNH's collective bargaining agreement with the United Automobile,
Aerospace and Agricultural Implement Workers of America (the "UAW"), which
represents approximately 2,200 of CNH's hourly production and maintenance
employees in the United States, expires May 2, 2004. Labor agreements covering
employees in certain European countries generally expire annually. CNH can offer
no assurance that future contracts with the UAW or any of CNH's other union
contracts or labor agreements will be renegotiated upon terms acceptable to CNH.

     Our employees in Europe are also protected by various worker
co-determination and similar laws that afford employees, through local and
central works councils, certain rights of 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.

                                        87
E. SHARE OWNERSHIP.

     All of CNH's directors and executive officers beneficially own, or were
granted options with respect to, less than one percent of CNH's common shares.
As of February 28, 2002, the aggregate number of common shares (including
restricted shares) held by all directors and executive officers as a group
amounted to 137,574 shares. The aggregate number of options issued to the
directors and executive officers as a group amounted to 2,186,110. Each option
entitles the holder to purchase one CNH common share. The terms of such options
are as follows:
NUMBER OF OPTIONS                       EXERCISE PRICE               EXPIRATION DATE
-----------------                       --------------               ---------------
15,000................................      $15.41        November 12, 2009
1,569,000.............................      $13.77        December 20, 2009
12,926................................      $11.22        February 10, 2010
225,000...............................      $13.77        April 18, 2010
11,961................................      $12.13        June 2, 2010
30,000................................      $12.00        June 7, 2010
14,633................................       $9.91        September 4, 2010
120,000...............................      $13.77        November 29, 2010
14,774................................       $9.82        December 3, 2010
18,772................................       $7.73        March 2, 2011
37,500................................       $5.58        May 3, 2011
26,954................................       $5.38        May 5, 2011
24,763................................       $7.27        July 31, 2011
34,288................................       $5.25        October 29, 2011
30,539................................       $5.90        January 27, 2012
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

     A. MAJOR SHAREHOLDERS.

     Our outstanding capital stock consists of common shares, par value E0.45
per share. As of April 30, 2002, there were 277,100,298 common shares
outstanding. As of April 30, 2002, 47,265,048 of the common shares were held of
record in the United States by 1,001 holders (including 3,911,400 shares held on
behalf of Fiat Netherlands Holding N.V.) and represented, in the aggregate,
17.6% of the number of common shares outstanding. Since certain of the common
shares are held by brokers or other nominees, the number of direct record
holders in the United States may not be fully indicative of the number of direct
beneficial owners in the United States or of where the direct beneficial owners
of such shares are resident.

     The following table sets forth the ownership of shares in CNH:
NUMBER OF
                                                              OUTSTANDING    PERCENTAGE
                                                                COMMON       OWNERSHIP
SHAREHOLDERS                                                    SHARES        INTEREST
------------                                                  -----------    ----------
Fiat Netherlands Holding N.V. ..............................  234,330,182       84.6%
Other shareholders..........................................   42,770,116       15.4
                                                              -----------      -----
Total.......................................................  277,100,298      100.0%
                                                              ===========      =====
Paolo Monferino, Jean-Pierre Rosso, Roberto Miotto, Alfredo Diana,
Katherine Hudson, Kenneth Lipper, James Provan, Fausto Lanfranco, Richard
Christman and William Kennedy, each a director or executive officer of CNH,
individually and collectively own less than 1% of our common shares.

     We are controlled by our largest single shareholder, Fiat Netherlands
Holding N.V., a wholly owned subsidiary of Fiat. Fiat Netherlands Holding N.V.
increased its ownership interest in CNH from 71.1% to 84.5% of our outstanding
common shares in connection with the conversion on June 30, 2000 of Fiat
Netherlands Holding N.V.'s $1,400 million advance to capital into additional CNH
common shares. As of

                                        88
February 28, 2002, Fiat Netherlands Holding N.V. owned 234,330,182 common shares
(including the 3,911,400 shares referred to above), representing 84.6% of CNH's
outstanding common shares as of such date. As a result, Fiat controls all
matters submitted to a vote of CNH's shareholders, including approval of annual
dividends, election and removal of its directors and approval of extraordinary
business combinations. Fiat Netherlands Holding N.V. has the same voting rights
as CNH's other shareholders.

     B. RELATED PARTY TRANSACTIONS.

     On November 12, 1999, Fiat Netherlands Holding N.V., the majority
shareholder of CNH, contributed $1.4 billion to CNH in the form of an advance to
capital to partially finance the merger of New Holland and Case. On June 30,
2000, Fiat Netherlands Holding N.V. received 127,918,782 CNH common shares, or
the number of shares that it could have purchased with $1.4 billion at $10.94
per share, a price determined by averaging the daily closing prices (after
excluding the highest and lowest prices) of CNH common shares on the New York
Stock Exchange during the 20 trading days immediately preceding June 30, 2000.
The Board of Directors of CNH approved and we paid a discretionary return to
Fiat Netherlands Holding N.V. on its advance to capital of $56 million, an
annual rate of 6.25%.

     We continue to rely on Fiat to provide either guarantees or funding in
connection with some of its external debt financing needs. At December 31, 2001,
our outstanding debt with Fiat and its affiliates was approximately 60% of the
total debt, compared with 46% at December 31, 2000. In 2001, we paid a guarantee
fee of between 0.0625% per annum and 0.125% per annum on the average amount
outstanding under facilities guaranteed by Fiat. Fiat has agreed to maintain its
existing treasury and debt financing arrangements with us for as long as it
maintains control of CNH and, in any event, at least until December 31, 2004.
After that time, Fiat has committed that it will not terminate our access to
these financing arrangements without affording us an appropriate time period to
develop suitable substitutes. The terms of any alternative sources of financing
may not be as favorable as those provided or facilitated by Fiat.

     We purchase some of our engines and other components from the Fiat Group,
and companies of the Fiat Group provide us with administrative services such as
accounting, cash management and legal services. In addition, we may from time to
time enter into hedging arrangements with counterparties that are members of the
Fiat Group. In 2001, we purchased approximately $108 million in goods, including
$85 million for engines purchased from Iveco, and approximately $131 million in
services from companies in the Fiat Group. Our principal purchases of goods from
Fiat and its affiliates include diesel engines from Iveco, electric and
mechanical components from Magneti Marelli S.p.A., castings from Teksid S.p.A.,
and spare parts from Geico S.p.A. Our principal purchases of services from Fiat
and its affiliates include accounting and audit, maintenance of plant and
equipment, research and development, information systems and training. We also
purchase tractors from our Mexican joint venture for resale in the United
States. For material related party transactions, we generally solicit and
evaluate bid proposals prior to entering into any such transactions, and in such
instances, the Audit Committee generally conducts a review to determine that
such transactions are on arm's-length terms. Management believes that the terms
of these sales and purchases are at least as favorable to us as those available
from unaffiliated third parties.

     Fiat provides accounting services to us in Europe and Brazil through an
affiliate that uses shared service centers to provide such services at
competitive costs to various Fiat companies and third party customers. Fiat
provides internal audit services at the direction of our internal audit area in
certain locations where it is more cost effective to use existing Fiat
resources. Routine maintenance of our plants and facilities in Europe is
provided by a Fiat affiliate skilled in such work that also provides similar
services to third parties. We purchase network and hardware support from a joint
venture that Fiat has formed with IBM. Fiat also provides training services
through an affiliate that is skilled at providing employee training. We purchase
research and development 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. Our management believes that the terms of the contracts entered into with
Fiat and its affiliates are at least as favorable as those available from
unaffiliated third parties.

                                        89
In addition, we outsource a portion of our information services to Global
Value Services, S.p.A., a joint venture between Fiat and IBM Italia S.p.A.

     If the goods or services or financing arrangements described above were not
available from Fiat, we would have to obtain them from other sources. We can
offer no assurance that such alternative sources would provide goods and
services on terms as favorable as those offered by Fiat.

     Fiat has executed, on our behalf, certain foreign exchange and interest
rate-related contracts. As of December 31, 2001, we and our subsidiaries were
parties to derivative or other financial instruments having an aggregate
contract value of $515 million to which affiliates of Fiat were counterparties.
Our management believes that the terms of the contracts entered into with Fiat
and its affiliates are at least as favorable to those available from
unaffiliated third parties.

     Additionally, we participate in the stock option program of Fiat as
described in Note 13, "Shareholders' Equity and Stock-Based Compensation" to the
Consolidated Financial Statements.

     C. INTERESTS OF EXPERTS AND COUNSEL.

     Not applicable.

ITEM 8. FINANCIAL INFORMATION

     A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION.

     See Item 18. "Financial Statements" for a list of the Financial Statements
filed with this document.

     B. SIGNIFICANT CHANGES.

     No significant changes have occurred since the date of the Consolidated
Financial Statements.

ITEM 9. THE OFFER AND LISTING

     A. OFFER AND LISTING DETAILS.

     Our common shares are quoted on the New York Stock Exchange under the
symbol CNH. The following table provides the high and low closing prices of our
common shares as reported on the New York Stock Exchange for each of the periods
indicated:

COMMON SHARE PRICE
HIGH     LOW
                                                           ------   ------
MOST RECENT SIX MONTHS
  May 2002 (through May 17)..............................  $ 5.82   $ 5.15
  April 2002.............................................    5.75     4.69
  March 2002.............................................    5.22     3.96
  February 2002..........................................    5.95     3.90
  January 2002...........................................    6.43     5.75
  December 2001..........................................    6.45     5.23
  November 2001..........................................    6.00     5.19
YEAR ENDED DECEMBER 31, 2001
  First Quarter..........................................  $ 9.75   $ 6.35
  Second Quarter.........................................    6.89     5.45
  Third Quarter..........................................    7.99     5.70
  Fourth Quarter.........................................    6.45     5.10
  Full Year..............................................    9.75     5.10
90
HIGH     LOW
                                                           ------   ------
YEAR ENDED DECEMBER 31, 2000
  First Quarter..........................................  $14.81   $ 9.13
  Second Quarter.........................................   14.69     8.63
  Third Quarter..........................................   11.56     7.56
  Fourth Quarter.........................................   10.06     8.63
  Full Year..............................................   14.81     7.56

1999.....................................................  $18.00   $ 8.75
1998.....................................................  $28.31   $ 9.75
1997.....................................................  $30.81   $21.00
On May 17, 2002 the last reported sales price of our common shares as
reported on the New York Stock Exchange was $5.82 per share. There were 1,001
holders of record of our common shares in the United States as of April 30,
2002.

     B. PLAN OF DISTRIBUTION.

     Not applicable.

     C. MARKETS.

     The outstanding common shares of CNH are listed on the New York Stock
Exchange under the symbol "CNH." Prior to the merger, the common shares were
listed on the New York Stock Exchange under the symbol "NH."

     D. SELLING SHAREHOLDERS.

     Not applicable.

     E. DILUTION.

     Not applicable.

     F. EXPENSES OF THE ISSUE.

     Not applicable.

ITEM 10. ADDITIONAL INFORMATION

     A. SHARE CAPITAL.

     Not applicable.

     B. MEMORANDUM AND ARTICLES OF ASSOCIATION.

     Material provisions of CNH's Articles of Association, as amended on
February 14, 2002 (the "Articles of Association"), and particular provisions of
Dutch law relevant to CNH's statutory existence are summarized below. This
summary does not restate the Company's Articles of Association or relevant Dutch
law in their entirety.

REGISTRATION AND OBJECTIVES

     CNH is registered at Commercial Register kept at the Chamber of Commerce in
Amsterdam under file number 33283760.

                                        91
CNH's objectives are:

     - to engage in, and/or to participate in and operate one or more companies
       engaged in the design, engineering, manufacture, sale or distribution of
       agricultural and construction equipment;

     - to engage in and/or to participate in and operate one or more companies
       engaged in any business, financial or otherwise, which the Company may
       deem suitable to be carried on in conjunction with the foregoing;

     - to render management and advisory services;

     - to issue guarantees, provide security, warrant performance or in any
       other way assume liability for or in respect of obligations of group
       companies; and

     - to do anything which a company may lawfully do under the laws of The
       Netherlands which may be deemed conducive to the attainment of the
       objects set out in the foregoing paragraphs.

     The above objectives are specified in article 2 of CNH's Articles of
Association.

AUTHORIZED CAPITAL

     Our authorized share capital is E450,000,000, consisting of 700,000,000
common shares and 300,000,000 preference shares with a par value of E0.45 per
share. No preference shares have been issued. We will issue common shares only
in registered form. We have appointed JPMorgan Chase Bank (formerly Morgan
Guaranty Trust Company of New York) as our agent to maintain the share register
relating to the common shares and to act as transfer agent and registrar for the
common shares.

DIVIDENDS

     Our board of directors may establish reserves out of our annual profits at
a general meeting of shareholders. The holders of common shares have discretion
as to the use of that portion of our annual profits remaining after the board of
directors establishes these reserves and payment of dividends on the preference
shares when issued. The board of directors may resolve at the annual general
meeting that we pay dividends out of our share premium account or out of any
other reserve available for shareholder distributions under Dutch law. However,
we 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 we 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 CNH.

     At any general meeting of shareholders, our shareholders may declare
dividends in the form of cash (in U.S. Dollars), common shares or a combination
of both.

SHAREHOLDER MEETINGS AND VOTING RIGHTS

     Each shareholder has a right to attend general meetings of shareholders,
either in person or by proxy, and to exercise voting rights in accordance with
the provisions of our Articles of Association. We must hold at least one general
meeting of shareholders each year. This meeting must be convened at one of four
specified locations in The Netherlands within six months after the end of our
fiscal year. Our board of directors may convene additional general meetings as
often as it deems necessary, or upon the call of holders representing at least
10% of our outstanding common shares or other persons entitled to attend the
general meetings. Dutch law does not restrict the rights of holders of common
shares who do not reside in the Kingdom of The Netherlands to hold or vote their
common shares.

     We will give notice of each meeting of shareholders by notice published in
at least one national daily newspaper distributed throughout The Netherlands and
in any other manner that we may be required to follow in order to comply with
applicable stock exchange requirements. In addition, we will notify registered
holders

                                        92
of the common shares by letter, cable, telex or telefax. We will give this
notice no later than the fifteenth day prior to the day of the meeting. As
deemed necessary by the board of directors, the notice will include or be
accompanied by an agenda identifying the business to be considered at the
meeting or will state that the agenda will be available for shareholders and
other persons who are entitled to attend the general meeting, at our offices or
places of business.

     Each share is entitled to one vote. Unless otherwise required by our
Articles of Association or Dutch law, shareholders may validly adopt resolutions
at the general meeting by a majority vote. Except in circumstances specified in
the Articles of Association or provided under Dutch law, there is no quorum
requirement for the valid adoption of resolutions. In this report, references to
actions by the shareholders refer to actions taken by resolution.

     We are exempt from the proxy rules under the U.S. Securities Exchange Act
of 1934.

BOARD OF DIRECTORS; ADOPTION OF ANNUAL ACCOUNTS

     The shareholders elect the members of our board of directors at a general
meeting. The shareholders may also dismiss or suspend any member of the board of
directors at any time by the vote of a majority of the votes cast at a general
meeting.

     Our board of directors must prepare our annual accounts and make them
available to the shareholders for inspection at our offices within five months
after the end of our fiscal year. Under some special circumstances, Dutch law
permits an extension of this period for up to six additional months by approval
of the shareholders at a general meeting. During this period, including any
extension, the board of directors must submit the annual accounts to the
shareholders for adoption at a general meeting.

     Under Dutch law, the board of directors must consider in the performance of
its duties the interests of CNH, its shareholders and its employees, in all
cases with reasonableness and fairness.

     When our shareholders adopt the annual accounts prepared by the board of
directors, they may discharge the members of the board of directors from
potential liability with respect to the exercise of their duties during the
fiscal year covered by the accounts. This discharge may be given subject to such
reservations as the shareholders deem appropriate and is subject to a
reservation of liability required under Dutch law. Examples of reservations of
liability required by Dutch law include: (1) liability of members of management
boards and supervisory boards upon the bankruptcy of a company; and (2) general
principles of reasonableness and fairness. Under Dutch law, a discharge of
liability does not extend to matters not properly disclosed to shareholders. As
of the financial year 2002, the discharge of the board of directors must be a
separate item on the agenda of the general meeting and the members of the board
of directors are no longer automatically discharged by adoption of the annual
accounts.

LIQUIDATION RIGHTS

     In the event of our dissolution or liquidation, we will distribute the
assets remaining after payment of all debts, the liquidation of all expenses
first to the holders of preference shares, (i) any shortfall in any previous
year of the percentage as determined by the general meeting of the par value of
their preference shares and the share premium reserve of the preference shares,
(ii) the nominal value of their preference shares and (iii) the amount of the
share premium reserve of the preference shares. The amount which remains shall
be distributed to the holders of common shares proportionate on all common
shares and if only preference shares are issued, to the holders of preference
shares proportionate on all preference shares. On shares that CNH holds in
treasury, no liquidation payments shall be made and payment to the holders of
preference shares, when issued, the amount paid in on the preference shares and
unpaid dividends, to holders of our common shares in proportion to the par value
of common shares held. In the event of a liquidation, we will make no
distribution with respect to common shares that we hold.

                                        93
ISSUE OF SHARES; PREFERENCE RIGHTS

     Our board of directors has the power to issue common shares and/or
preference shares if and to the extent that a general meeting of shareholders
has designated the board to act as the authorized body for this purpose. A
designation of authority to the board of directors to issue shares remains
effective for the period specified by the general meeting and may be up to five
years from the date of designation. A general meeting of shareholders may renew
this designation for additional periods of up to five years. Without this
designation, only the general meeting of shareholders has the power to authorize
the issuance of common shares. At a general meeting of shareholders in February
2002, the shareholders authorized our board of directors to issue shares and/or
rights to purchase shares for five years.

     Our shareholders have a ratable preference right to subscribe for common
shares that we issue for cash unless a general meeting of shareholders, or its
designee, limits or eliminates this right. In addition, the right of our
shareholders in the United States to subscribe for common shares pursuant to
this preference right may be limited under some circumstances to a right to
receive approximately the market value of the right, if any, in cash. Our
shareholders have no ratable preference subscription right with respect to
common shares issued for consideration other than cash. If a general meeting of
shareholders delegates its authority to the board of directors for this purpose,
then the board of directors will have the power to limit or eliminate the
preference rights of shareholders. In the absence of this designation, the
general meeting of shareholders will have the power to limit or eliminate these
rights. Such a proposal requires the approval of at least two-thirds of the
votes cast by shareholders at a general meeting if less than half of the issued
share capital is represented at the meeting. Designations of authority to the
board of directors may remain in effect for up to five years and may be renewed
for additional periods of up to five years. At our extraordinary general meeting
of shareholders on February 4, 2002, CNH shareholders authorized our board of
directors to limit or eliminate the preference rights of shareholders for five
years following the date of the meeting.

     These provisions apply equally to any issue by us of rights to subscribe
for common shares.

     Under Dutch law shareholders are not liable for further capital calls by
CNH.

REPURCHASES OF SHARES

     We may acquire common shares, subject to applicable provisions of Dutch law
and of our Articles of Association, to the extent:

     -  our shareholders' equity, less the amount to be paid for the common
        shares to be acquired, exceeds the sum of (1) our share capital account
        plus (2) any reserves required to be maintained by Dutch law; and

     -  after the acquisition of common shares, we and our subsidiaries would
        not hold, or hold as pledgees, common shares having an aggregate par
        value that exceeds 10% of our issued share capital account, as these
        amounts would be calculated under generally accepted accounting
        principles in The Netherlands.

     Our board of directors may repurchase common shares only if our
shareholders have authorized the repurchases. Under Dutch law, an authorization
to repurchase common shares will remain in effect for a maximum of 18 months.

REDUCTION OF SHARE CAPITAL

     At a general meeting of shareholders, our shareholders may vote to reduce
the issued share capital by canceling shares held by us or by reducing the par
value of our shares. In either case, this reduction would be subject to
applicable statutory provisions. Holders of at least two-thirds of the votes
cast must vote in favor of a resolution to reduce our issued share capital if
less than half of the issued share capital is present at the general meeting in
person or by proxy.

                                        94
AMENDMENT OF THE ARTICLES OF ASSOCIATION

     A majority of the votes cast by holders of our common shares at a general
meeting must approve any resolution proposed by our board of directors to amend
the Articles of Association or to wind up CNH. Any such resolution proposed by
one or more shareholders must likewise be approved by a majority of the votes
cast at a general meeting of shareholders.

DISCLOSURE OF HOLDINGS

     Under Dutch law regarding the disclosure of holdings in listed companies,
if our common shares are admitted to official quotation or listing on Euronext
or on any other stock exchange in the European Union, registered holders and
some beneficial owners of our common shares and preference shares, when issued,
must promptly notify CNH and the Securities Board of The Netherlands if their
shareholding reaches, exceeds or thereafter falls below 5%, 10%, 25%, 50% or
66 2/3% of our outstanding common shares. For this purpose, shareholding
includes economic interests, voting rights or both. Failure to comply with this
requirement would constitute a criminal offense and could result in civil
sanctions, including the suspension of voting rights.

LIMITATIONS ON RIGHT TO HOLD OR VOTE SHARES

     Our Articles of Association and relevant provisions of Dutch law do not
currently impose any limitations on the right of holders of shares to hold or
vote their shares.

     C. MATERIAL CONTRACTS.

     Not applicable.

     D. EXCHANGE CONTROLS.

     Under existing laws of The Netherlands there are no exchange controls
applicable to the transfer to persons outside of The Netherlands of dividends or
other distributions with respect to, or of the proceeds from the sale of, shares
of a Dutch company.

     E. TAXATION.

UNITED STATES TAXATION

     The following is a discussion of the material U.S. federal income tax
consequences of the ownership and disposition of our common shares by a U.S.
Holder (as defined below). The discussion is based on the Internal Revenue Code
of 1986, as amended (the "Code"), its legislative history, existing and proposed
regulations, published rulings of the Internal Revenue Code ("IRS") and court
decisions as currently in effect. Such authorities are subject to change or
repeal, possibly on a retroactive basis.

     This discussion does not contain a full description of all tax
considerations that may be relevant to ownership of our common shares or a
decision to purchase such shares. In particular, the discussion is directed only
to U.S. Holders that will hold our common shares as capital assets and whose
functional currency is the U.S. dollar. Furthermore, the discussion does not
address the U.S. federal income tax treatment of holders that are subject to
special tax rules such as banks and other financial institutions, security
dealers, dealers in currencies, securities traders who elect to account for
their investment in shares on a mark-to-market basis, persons that hold shares
as a position in a straddle or conversion transaction, insurance companies,
tax-exempt entities and holders of ten percent or more of the voting shares of
CNH. The discussion also does not consider any state, local or non-U.S. tax
considerations and does not cover any aspect of U.S. federal tax law other than
income taxation.

     Prospective purchasers and of our common shares are advised to consult
their own tax advisors about the U.S., federal, state, local or other tax
consequences to them of the purchase, beneficial ownership and disposition of
our common shares.

                                        95
For purposes of this discussion, you are a "U.S. Holder" if you are a
beneficial owner of our common shares who is (i) an individual citizen or
resident of the United States for U.S. federal income tax purposes, (ii) a
corporation created or organized under the laws of the United States or a state
thereof, (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of its source, or (iv) a trust subject to primary
supervision of a U.S. court and the control of one or more U.S. persons.

     Taxation of Dividends

     The gross amount of cash dividends paid by us in respect of our common
shares (including amounts withheld in respect of Dutch taxes) will be included
in the gross income of a U.S. Holder as ordinary income on the day on which the
dividends are actually or constructively received by the U.S. Holder, and will
not be eligible for the dividends-received deduction generally allowed to U.S.
corporations in respect of dividends received from other U.S. corporations. For
this purpose, a "dividend" will include any distribution paid by us with respect
to our common shares but only to the extent such distribution is not in excess
of our current and accumulated earnings and profits, as determined under U.S.
federal income tax principles.

     Subject to applicable limitations under the Code and the Treasury
regulations and subject to the discussion below, any Dutch withholding tax
imposed on dividends in respect of our common shares will be treated as a
foreign income tax eligible for credit against a U.S. Holder's U.S. federal
income tax liability (or, at a U.S. Holder's election, may be deducted in
computing taxable income). Such dividends will constitute foreign-source
"passive income" or, possibly, "financial services income," for U.S. foreign tax
credit purposes. Under the Code, foreign tax credits will not be allowed for
withholding taxes imposed in respect of certain short-term or hedged positions
in securities. Further, the Internal Revenue Service has announced that future
regulations could disallow foreign tax credits (including on a retroactive
basis) in respect of arrangements in which a U.S. Holder's reasonably expected
economic profit, after non-U.S. taxes, is insubstantial compared to the value of
the expected foreign tax credits. No such regulations have been issued to date.
The rules regarding U.S. foreign tax credits are very complex. U.S. Holders
should consult their own tax advisors concerning the implications of U.S.
foreign tax credit rules in light of their particular circumstances.

     We generally will fund dividend distributions on our common shares with
dividends received from our non-Dutch subsidiaries. Assuming that the necessary
conditions and requirements are met under Dutch law, we may be entitled to a
reduction in the amount in respect of Dutch withholding taxes payable to the
Dutch tax authorities, which reduction would equal 3% of the amount of Dutch
withholding tax withheld by us in respect of dividends distributed by us to our
shareholders. There is a risk that such a reduction may constitute a partial
subsidy in respect of the Dutch withholding tax payable on our dividends and,
thus, that a U.S. Holder would not be entitled to a foreign tax credit with
respect to the amount of the reduction so allowed to us.

     Taxation of Capital Gains

     Upon a sale or other taxable disposition of our common shares, a U.S.
Holder will recognize gain or loss equal to the difference between the amount
realized in the sale or other taxable disposition and the tax basis of the
common shares. Such gain or loss will be capital gain or loss and will be a
long-term capital gain or loss if the shares were held for more than one year.
Non-corporate U.S. Holders (including individuals) can qualify for preferential
rates of U.S. federal income taxation in respect of long-term capital gains. The
deduction of capital losses is subject to limitations under the Code. Gain
realized by a U.S. Holder on a sale or other disposition of our common shares
generally will be treated as U.S.-source income for U.S. foreign tax credit
purposes.

     Backup Withholding Tax

     Information reporting requirements will apply to U.S. Holders other than
certain exempt recipients (such as corporations) with respect to (i)
distributions made on our common shares and proceeds received on disposition of
such shares paid within the United States, and (ii) proceeds received on a
disposition of such

                                        96
shares that is effected at a United States office of a broker. Furthermore, a
30% (to be reduced to 29% for years 2004 and 2005, and 28% for 2006 and
thereafter) backup withholding tax may apply to such amounts if the U.S. Holder
fails to provide an accurate taxpayer identification number or to report
interest and dividends required to be shown on its U.S. federal income tax
returns or otherwise fails to comply with or establish an exemption from such
backup withholding tax. The amount of backup withholding imposed on a payment to
a U.S. Holder may be refunded by the IRS or allowed as a credit against the U.S.
federal income tax of the U.S. Holder provided that the required information is
properly furnished to the IRS.

NETHERLANDS TAXATION

     This taxation summary solely addresses the material Dutch tax consequences
of the acquisition and the ownership and disposition of CNH shares. It is a
general summary that only applies to Non-Resident holder of shares (as defined
below) and it does not discuss every aspect of taxation that may be relevant to
a particular holder of shares under special circumstances or who is subject to
special treatment under applicable law. This summary also assumes that CNH is
organized, and its business will be conducted, in the manner outlined in this
report. Changes in the organizational structure or the manner in which CNH
conducts its business may invalidate this summary.

     Unless stated otherwise, this summary is based on the tax laws of The
Netherlands as they are in force and in effect on the date of this report. These
laws could change and a change could be effective retroactively. This summary
will not be updated to reflect changes in laws and if such change occurs the
information in this summary could become invalid.

     Any potential investor should consult his own tax advisor for more
information about the tax consequences of acquiring, owning and disposing of
shares in particular circumstances.

     We have not addressed every potential tax consequence of an investment in
shares under the laws of The Netherlands.

DUTCH TAXATION OF NON-RESIDENT HOLDERS OF SHARES

     General

     The summary of the Dutch taxes set out in this section "-- Dutch Taxation
of Non-Resident Holders of Shares" only applies to a holder of shares who is a
Non-Resident holder of shares.

     A holder of shares is a Non-Resident holder of shares if:

     -  he is neither resident, nor deemed to be resident, in The Netherlands
        for purposes of Dutch taxation and, in the case of an individual, has
        not elected to be treated as a resident of The Netherlands for Dutch
        income tax purposes; and

     -  in the case of an individual, he neither is nor has been, nor is deemed
        to be nor has been deemed to be, an employee of CNH nor of any entity
        related to CNH; and

     -  his shares do not form part, and are not deemed to form part, of a
        substantial interest (aanmerkelijk belang) in CNH, unless such interest
        forms part of the assets of an enterprise.

     If a person holds an interest in CNH, such interest forms part or is deemed
to form part of a substantial interest in CNH if any one or more of the
following circumstances is present.

          1. Such person alone or, in case such person is an individual,
     together with his partner has, directly or indirectly, the ownership of,
     shares of CNH representing 5% or more of the total issued and outstanding
     capital (or the issued and outstanding capital of any class of shares) of
     CNH, or rights to acquire, directly or indirectly, shares, whether or not
     already issued, that represent at any time 5% or more of the total issued
     and outstanding capital (or the issued and outstanding capital of any class
     of shares) of CNH or the ownership of profit participating certificates
     (winstbewijzen) that relate to 5% or more of the annual profit of CNH or to
     5% or more of the liquidation proceeds of CNH.

                                        97
2. Such person's partner or any of the relatives by blood or by
     marriage in the direct line (including foster children) of this person or
     of his partner has a substantial interest in CNH.

          3. Such person's shares, profit participating certificates or rights
     to acquire shares or profit participating certificates in CNH have been
     acquired by such person or are deemed to have been acquired by such person
     under a non-recognition provision.

     For purposes of the above, a person who is only entitled to the benefits
from shares or profit participating certificates (for instance a holder of a
right of usufruct) is deemed to be a holder of shares or profit participating
certificates, as the case may be, and his entitlement to benefits is considered
a share or a profit participating certificate, as the case may be.

     Taxes on Income and Capital Gains

     A Non-Resident holder of shares will not be subject to any Dutch taxes on
income or capital gains in respect of dividends distributed by CNH (other than
the dividend withholding tax described below) or in respect of any gain realized
on the disposal of shares, unless:

          i. he derives profits from an enterprise, whether as an entrepreneur
     or pursuant to a co-entitlement to the net worth of an enterprise, other
     than as an entrepreneur or a shareholder, which enterprise is either
     managed in The Netherlands or, in whole or in part, carried on through a
     permanent establishment or a permanent representative in The Netherlands
     and his shares are attributable to that enterprise; or

          ii. (in the case of an individual) he derives benefits from shares
     that are taxable as benefits from miscellaneous activities in The
     Netherlands (resultaat uit overige werkzaamheden in Nederland).

     The concept "dividends distributed by CNH" as used in this section
includes, but is not limited to, the following:

     -  distributions in cash or in kind, deemed and constructive distributions
        (including, as a rule, consideration for the repurchase of shares by CNH
        (other than a repurchase as a temporary investment) in excess of the
        average capital recognized as paid-in for Dutch dividend withholding tax
        purposes), and repayments of capital not recognized as paid-in for Dutch
        dividend withholding tax purposes;

     -  liquidation proceeds and proceeds of redemption of CNH shares in excess
        of the average capital recognized as paid-in for Dutch dividend
        withholding tax purposes;

     -  the par value of shares issued by CNH to a holder of shares or an
        increase of the par value of shares, as the case may be, to the extent
        that it does not appear that a contribution, recognized for Dutch
        dividend withholding tax purposes, has been made or will be made; and

     -  partial repayment of capital, recognized as paid-in for Dutch dividend
        withholding tax purposes, if and to the extent that there are net
        profits (zuivere winst), unless (a) the general meeting of shareholders
        of CNH has resolved in advance to make such repayment and (b) the par
        value of the shares concerned has been reduced by an equal amount by way
        of an amendment to the articles of association of CNH.

     A Non-Resident holder of shares may, inter alia, derive benefits from CNH
shares that are taxable as benefits from miscellaneous activities in The
Netherlands in the following circumstances:

     -  if his investment activities go beyond the activities of an active
        portfolio investor, for instance in case of the use of insider knowledge
        (voorkennis) or comparable forms of special knowledge; or

     -  if he makes CNH shares available or is deemed to make CNH shares
        available, legally or in fact, directly or indirectly, to a connected
        party (verbonden persoon) as described in articles 3.91 and 3.92 of the
        Dutch Income Tax Act 2001;

     if such activities are performed or deemed to be performed in The
Netherlands.
                                        98
Dividend Withholding Tax

     Dividends distributed by CNH to a Non-Resident holder of shares are subject
to a withholding tax imposed by The Netherlands at a statutory rate of 25%. See
"-- Taxes on Income and Capital Gains" for a description of the concept
"dividends distributed by CNH".

     If a double tax treaty is in effect between The Netherlands and the country
of residence of a Non-Resident holder of shares, such holder may be eligible for
a full or partial relief from the Dutch dividend withholding tax provided that
such relief is duly claimed. Legislation is in force, but not effective,
pursuant to which a credit for Dutch dividend withholding tax will for Dutch
domestic tax purposes only be available to the beneficial owner (uiteindelijk
gerechtigde) of dividends distributed by CNH. A new legislative proposal that
deals with the beneficial ownership of dividends has passed the Second Chamber
of Parliament on November 15, 2001. The intention is that this new legislation
will take effect retroactively to April 27, 2001. The legislation that is in
force, but not effective, will then be abrogated. The Dutch tax authorities have
taken the position that the beneficial ownership test can also be applied to
deny relief from Dutch dividend withholding tax under double tax treaties and
the Tax Arrangement for the Kingdom.

     If a Non-Resident holder of shares is resident in The Netherlands Antilles
or Aruba or in a member state of the EU or in a country that has concluded a
double tax treaty with The Netherlands, CNH is not required to withhold Dutch
dividend withholding tax from a dividend distributed by CNH to such holder of
shares to the extent that the temporary special distribution tax, discussed
below in the section "-- Distribution Tax" applies to the distribution.

     Under the convention of December 18, 1992, between the Kingdom of The
Netherlands and the United States of America for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income
(the "U.S./NL Income Tax Treaty"), the Dutch dividend withholding tax rate on
dividends paid by CNH on shares held by a Non-Resident holder of shares who is
resident in the United States and who is entitled to the benefits of the U.S./NL
Income Tax Treaty will generally be reduced to 15%. The U.S./NL Income Tax
Treaty provides for a complete exemption for dividends received by exempt
pension trusts and exempt organizations, as defined therein. Except in the case
of exempt organizations, the reduced dividend withholding tax rate under the
U.S./NL Income Tax Treaty may be available at source, upon payment of a dividend
in respect of such shares, provided that the holder thereof or, if applicable,
the paying agent, has supplied CNH with the appropriate Dutch tax forms in
accordance with the Dutch implementation regulations under the U.S./NL Income
Tax Treaty. If such forms are not duly and timely supplied, CNH will be required
to withhold the dividend withholding tax at the Dutch statutory rate of 25%. In
such case, a Non-Resident holder of shares who is resident in the United States
and who is entitled to the benefits of the U.S./NL Income Tax Treaty may obtain
a refund of the difference between the amount withheld and the amount that The
Netherlands was entitled to levy in accordance with the U.S./NL Income Tax
Treaty by filing the appropriate forms with the Dutch tax authorities within the
term set therefor.

     Reduction.  If CNH has received a profit distribution from a foreign
entity, or a repatriation of foreign branch profit, that is exempt from Dutch
corporate income tax and that has been subject to a foreign withholding tax of
at least 5%, CNH may be entitled to a reduction of the amount of Dutch dividend
withholding tax withheld that must be paid over to the Dutch tax authorities in
respect of dividends distributed by CNH.

     Non-Resident holders of shares are urged to consult their tax advisors
regarding the general creditability or deductibility of Dutch dividend
withholding tax and, in particular, the impact on such investors of CNH's
potential ability to receive a reduction as meant in the previous paragraph.

                                        99
Gift and Inheritance Taxes

     A person who acquires shares as a gift (in form or in substance), or who
acquires or is deemed to acquire shares on the death of an individual, will not
be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be,
unless:

     -  the donor or the deceased is resident or deemed to be resident in The
        Netherlands for purposes of gift or inheritance tax (as the case may
        be); or

     -  the shares are or were attributable to an enterprise or part of an
        enterprise that the donor or the deceased carried on through a permanent
        establishment or a permanent representative in The Netherlands at the
        time of the gift or of the death of the deceased; or

     -  the donor makes a gift of shares, then becomes a resident or deemed
        resident of The Netherlands, and dies as a resident or deemed resident
        of The Netherlands within 180 days after the date of the gift.

     If the donor or the deceased is an individual who holds Dutch nationality,
he will be deemed to be resident in The Netherlands for purposes of Dutch gift
and inheritance taxes if he has been resident in The Netherlands at any time
during the ten years preceding the date of the gift or his death. If the donor
is an individual who does not hold Dutch nationality, or an entity, he or it
will be deemed to be resident in The Netherlands for purposes of Dutch gift tax
if he or it has been resident in The Netherlands at any time during the twelve
months preceding the date of the gift.

     Furthermore, in exceptional circumstances, the donor or the deceased will
be deemed to be resident in The Netherlands for purposes of Dutch gift and
inheritance taxes if the beneficiary of the gift, or all beneficiaries under the
estate jointly, as the case may be, make an election to that effect.

     Distribution Tax

     CNH is subject to a temporary special distribution tax at a rate of 20% to
the extent that dividends distributed by CNH during the period from January 1,
2001 up to and including December 31, 2005 are classified as "excessive." For
purposes of this distribution tax, dividends distributed by CNH are considered
to be "excessive" to the extent that, during a particular calendar year, the
total thereof exceeds the highest of the following three amounts:

     -  4% of the market capitalization of CNH at the beginning of the relevant
        calendar year;

     -  twice the amount of the average annual dividends (exclusive of
        extraordinary distributions) distributed in the three calendar years
        immediately preceding January 1, 2001; and

     -  CNH's consolidated commercial results for the preceding book year,
        subject to certain adjustments.

     See "-- Dutch Taxation of Non-Resident Holders of Shares -- Taxes on Income
and Capital Gains" for a description of the concept "dividends distributed by
CNH."

     The special distribution tax will not be due if and to the extent the
aggregate of dividends distributed by CNH during the period from January 1, 2001
up to and including December 31, 2005 exceeds the fair market value of the
assets at the end of the book year ending on December 31, 2000, net of
liabilities and provisions and reduced by the paid-in capital. The special
distribution tax will be reduced in proportion to the percentage of the shares
that were held, at the time of the "excessive" distribution, during an
uninterrupted period of three years, by individuals or entities (other than
investment institutions (beleggingsinstellingen) as defined in the Dutch
Corporate Income Tax Act 1969) holding at least 5% of the nominal paid-in
capital, provided such shareholders are resident in The Netherlands, The
Netherlands Antilles or Aruba, or in a member state of the EU, or in a country
that has concluded a double tax treaty with The Netherlands. In that connection,
shares that were held on September 14, 1999 are deemed to have been held on that
date during an uninterrupted period of three years. The special distribution tax
is not a withholding tax; it is imposed directly on CNH. Therefore, if it is
reduced because certain shareholders own at least 5% of the nominal paid-in
capital, CNH

                                       100
will receive the benefit of the reduction and it will inure indirectly not only
to the shareholders whose shareholdings caused the reduction to apply.

     Capital Tax

     CNH is subject to Netherlands capital tax at a rate of 0.55% on any
contribution received in respect of shares.

     Other Taxes and Duties

     No Dutch registration tax, transfer tax, stamp duty or any other similar
documentary tax or duty will be payable in The Netherlands in respect of or in
connection with the subscription, issue, placement, allotment or delivery of CNH
shares.

     F. DIVIDENDS AND PAYING AGENTS.

     Not applicable.

     G. STATEMENT OF EXPERTS.

     Not applicable.

     H. DOCUMENTS ON DISPLAY.

     CNH files reports, including annual reports on Form 20-F, periodic reports
on Form 6-K and other information with the Securities and Exchange Commission
pursuant to the rules and regulations of the SEC that apply to foreign private
issuers. These may be read and copied at the Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20459. To obtain information on the operation of
the Public Reference Room, the telephone number is 1-800-SEC-0330. Any SEC
materials may also be read and copied at the SEC regional offices temporarily
located at 233 Broadway, New York, New York 10279 and at Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60662.

     I. SUBSIDIARY INFORMATION.

     Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in both foreign currency
exchange rates and interest rates. We monitor our exposure to these risks, and
manage the underlying economic exposures through the use of financial
instruments such as forward contracts, currency options, interest rate swaps,
interest rate caps and forward starting swaps. We do not hold or issue
derivative or other financial instruments for speculative or trading purposes.

     Foreign Currency Risk Management

     We have significant international manufacturing operations. Foreign
exchange risk exists to the extent that we have payment obligations or receipts
denominated in currencies other than the functional currency of the various
manufacturing operations. To manage these exposures, we identify naturally
offsetting positions and then purchase hedging instruments to protect the
remaining net anticipated exposures. In addition, we hedge the anticipated
repayment of intercompany loans to foreign subsidiaries denominated in foreign
currencies. For further information on our foreign exchange rate risk
management, see Note 15, "Financial Instruments," to the Consolidated Financial
Statements.

     We manufacture products and purchase raw materials from many locations
around the world. Our cost base is diversified over a number of European,
Asia-Pacific, and Latin American currencies, as well as the

                                       101
U.S. Dollar. The diversified cost base counterbalances some of the cash flow and
earnings impact of non-U.S. Dollar revenues and minimizes the effect of foreign
exchange rate movements on consolidated earnings. Due to periodic mismatches in
cash inflows and outflows, currencies that may have a possible impact on
earnings are the Euro, British Pound, Canadian Dollar, Australian Dollar,
Brazilian Real and Japanese Yen. The primary currencies for cash outflows were
the British Pound, Japanese Yen and Euro. The primary currencies for cash
inflows were the Canadian Dollar and Australian Dollar.

     We regularly monitor our currency exchange rate exposure, execute
policy-defined hedging strategies and review the ongoing effectiveness of such
strategies. Foreign exchange forward contracts and option contracts are utilized
for recognized receivables and payables and firmly committed or anticipated cash
inflows and outflows. The use of these derivative instruments allows us to
reduce our overall exposure to exchange rate movements, since the gains and
losses on these contracts substantially offset losses and gains on the
underlying assets, liabilities and cash flows being hedged.

     For the purposes of assessing specific risks, we perform a sensitivity
analysis to determine the effects that market risk exposures may have on the
fair value of (a) all foreign exchange forward and option contracts, (b) all
foreign currency denominated debt and (c) all foreign exposures for the U.S.
dollar denominated financial assets and liabilities for CNH's Latin American
subsidiaries. The sensitivity analysis excludes the value of other foreign
currency denominated receivables and payables because of their short-term
maturities. Further, this calculation does not include anticipated foreign
currency cash flows related to the underlying business transactions. The
sensitivity analysis computes the impact on the fair value on the above
exposures due to a hypothetical 10% change in the foreign currency exchange
rates, assuming no change in interest rates. The net potential loss would be
approximately $39 million and $16 million at December 31, 2001 and 2000,
respectively.

     Our management believes that 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. The sensitivity model assumes an
adverse shift in all foreign currency exchange spot and forward rates. As
consistently and simultaneously unfavorable movements in all relevant exchange
rates are unlikely, this assumption may overstate the impact of exchange rate
fluctuations on such financial instruments. The fair market valuation and
sensitivity analysis of option contracts are provided by a third party based on
our request to compute the fair value change of a 10% movement in the foreign
exchange rate in which the contracts are based. We do not have a model to value
such contracts as their use is limited and the value is not significant to our
financial position.

     We also have investments in Europe, Canada, Latin America and Asia which
are subject to foreign currency risk. These currency fluctuations for those
countries not under inflation accounting result in non-cash gains and losses
that do not impact net income, but instead are recorded as "Accumulated other
comprehensive income" in our consolidated balance sheet. At December 31, 2001,
we performed a sensitivity analysis on our investment in significant foreign
operations that have foreign currency exchange risk. We calculated that the fair
value impact would be $209 million and $219 million at December 31, 2001 and
2000, respectively, as a result of a hypothetical 10% change in foreign currency
exchange rates, assuming no change in interest rates. We do not hedge our net
investment in non-U.S. entities because those investments are viewed as
long-term in nature. We have limited investments in subsidiaries in highly
inflationary economies. The change in fair value of these investments can have
an impact on our consolidated statements of income. In particular, the
devaluation of the Turkish Lira in 2001 impacted our net income by $20 million
due to the change in net investment of our joint venture operations in Turkey.

     In addition to the foreign exchange risks identified, we recognize that we
may be subject to foreign exchange translation risk. This risk may arise when
translating net income of our foreign operations into U.S. Dollars. Depending on
movements in foreign exchange rates, this may have an adverse impact on our
Consolidated Financial Statements. Earnings exposures to the major currencies
include the Euro, British Pound, Canadian Dollar and Australian Dollar.
Exposures to other currencies include the Brazilian Real, Argentine Peso,
Mexican Peso, Danish Krone, Indian Rupee, and Chinese Renminbi. In reviewing
historical

                                       102
trends in currency exchange rates, adverse changes of 20% have been experienced
in the past and could be experienced in the future. Certain currencies, such as
the Mexican Peso, Brazilian Real, and Argentine Peso have experienced short-term
movements ranging from 30% to 90% due to the devaluation of its respective
currency.

     As the expected future net income from our operations are dependent on
multiple factors and foreign currency rates in these countries would not be
expected to move in an equal and simultaneous fashion, we have not performed a
sensitivity analysis related to this potential exposure. This potential exposure
has resulted in net income impacts to us of $10 million in 2001 and $30 million
in 2000. We do not hedge the potential impact of foreign currency translation
risk on net income from our foreign operations in our normal course of business
operations as net income of our operations are not typically remitted to the
United States on an ongoing basis.

     Interest Rate Risk Management

     We are exposed to market risk from changes in interest rates. We monitor
our exposure to this risk and manage the underlying exposure both through the
matching of financial assets and liabilities and through the use of financial
instruments, including swaps, caps, and forward starting swaps, for the net
exposure. These instruments aim to stabilize funding costs by managing the
exposure created by the differing maturities and interest rate structures of our
financial assets and liabilities. We do not hold or issue derivative or other
financial instruments for speculative or trading purposes. For further
information on our interest rate risk management, see Note 15, "Financial
Instruments," to the Consolidated Financial Statements.

     We use a model to monitor interest rate risk and to achieve a predetermined
level of matching between the interest rate structure of our financial assets
and liabilities. Fixed-rate financial instruments, including receivables, debt,
ABS certificates and other investments, are segregated from floating-rate
instruments in evaluating the potential impact of changes in applicable interest
rates. The potential change in fair market value of financial instruments
including derivative instruments held at December 31, 2001 and 2000, resulting
from a hypothetical, instantaneous 10% change in the interest rate applicable to
such financial instruments would be approximately $33 million and $31 million,
respectively, based on the discounted values of their related cash flows.

     We use discounted cash flow models to perform the sensitivity analysis on
fixed-rate financial instruments. Cash flows for financing receivables are
discounted at the current prevailing rate for each receivable portfolio. Cash
flows for borrowings are discounted at the treasury yield curve. Cash flows for
interest rate swaps are projected and discounted using forward rates from the
industry standard swap yield curve. ABS certificates and other investments are
discounted at the current prevailing market interest rate for each separate
investment portfolio. Our sensitivity analysis on financial receivables and debt
obligations excludes variable rate instruments because the changes in market
interest rates would not significantly affect the fair value of such
instruments.

     The above sensitivity analyses are based on the assumption of a 10%
movement of the interest rates used to discount each homogeneous category of
financial assets and liabilities. A homogeneous category is defined according to
the currency in which financial assets and liabilities are denominated and the
applicable interest rate index. As a result, our inherent rate risk sensitivity
model may overstate the impact of interest rate fluctuations for such financial
instruments, as consistently unfavorable movements of all interest rates are
unlikely.

     Commodity Price Risk Management

     Commodity prices impact our Equipment Operations' sales and Financial
Services' originations. Commodity risk is managed through geographic and
enterprise diversification. It is not possible to determine the impact of
commodity prices on earnings, cash flows or fair values of the Financial
Services' portfolio.

                                       103
Changes in Market Risk Exposure as Compared to 2000

     Our exposures and strategy for managing our exposures to interest rate,
foreign currency and commodity price risk have not changed significantly from
2000.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         Not applicable.

                                    PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

         On February 4, 2002, our shareholders adopted amendments to the
Company's Articles of Association at an extraordinary general meeting, including
an increase in our authorized share capital to E450 million, comprising 700
million common shares and 300 million preference shares. In addition, the
shareholders have authorized the board of directors to resolve on any future
issuances of shares for a period of five years. On February 14, 2002, the Dutch
Ministry accepted the amendments and they became effective on that date.

ITEM 15. [RESERVED]

ITEM 16. [RESERVED]

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

         We have responded to Item 18 in lieu of responding to this item.

ITEM 18. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS:

                        CNH GLOBAL N.V. AND SUBSIDIARIES
PAGE
                                                                ----
Reports of independent public accountants...................    F-2
Consolidated statements of operations for the years ended
  December 31, 2001, 2000 and 1999..........................    F-5
Consolidated balance sheets as of December 31, 2001 and
  2000......................................................    F-6
Consolidated statements of cash flows for the years ended
  December 31, 2001, 2000 and 1999..........................    F-7
Consolidated statements of changes in shareholders' equity
  for the years ended December 31, 2001, 2000 and 1999......    F-8
Notes to consolidated financial statements..................    F-9
ITEM 19. EXHIBITS

         A list of exhibits included as part of this annual report on Form 20-F
is set forth in the Index to Exhibits that immediately precedes such exhibits,
which is incorporated herein by reference.

                                       104
INDEX TO FINANCIAL STATEMENTS

                        CNH GLOBAL N.V. AND SUBSIDIARIES
PAGE
                                                              ----
Reports of independent public accountants...................  F-2
Consolidated statements of operations for the years ended
  December 31, 2001, 2000 and 1999..........................  F-5
Consolidated balance sheets as of December 31, 2001 and
  2000......................................................  F-6
Consolidated statements of cash flows for the years ended
  December 31, 2001, 2000 and 1999..........................  F-7
Consolidated statements of changes in shareholders' equity
  for the years ended December 31, 2001, 2000 and 1999......  F-8
Notes to consolidated financial statements..................  F-9
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.:

     We have audited the accompanying consolidated balance sheets of CNH Global
N.V. (a Netherlands Corporation) and its subsidiaries as of December 31, 2001
and 2000, and the related statements of operations, cash flows, and changes in
shareholders' equity for the years then ended. These consolidated financial
statements and the supplemental financial statements referred to below are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and the supplemental
financial statements based on our audits. The financial statements of CNH Global
N.V. for the year ended December 31, 1999, were audited by other auditors whose
report dated February 1, 2000, expressed an unqualified opinion on those
statements.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CNH Global
N.V. and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

     Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental financial
statements of Equipment Operations and Financial Services are presented for the
purposes of additional analysis and are not a required part of the basic
consolidated financial statements. This information has been subjected to the
auditing procedures applied in our audits of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
February 7, 2002

                                       F-2
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.

     We have audited the accompanying consolidated balance sheets of CNH Global
N.V. (formerly New Holland N.V.) and its subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of income, of cash flows and
of changes in shareholders' equity for each of the three years in the period
ended December 31, 1999, all expressed in U.S. Dollars. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of the Company's wholly
owned subsidiary, Case Corporation, which was acquired on November 12, 1999,
which statements reflect total assets of U.S. $11,613 million at December 31,
1999, and net sales and revenues of U.S. $684 million for the period from date
of acquisition through December 31, 1999. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion expressed
herein, insofar as it relates to the amounts included for Case Corporation, is
based solely on the report of the other auditors.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CNH Global
N.V. and its subsidiaries as of December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles in the United States.

     Our audits, and the audit of the other auditors, were made for the purpose
of forming an opinion on the consolidated financial statements taken as a whole.
The supplemental financial information for the financial position and results of
operations of the Equipment Operations and Financial Services businesses of CNH
Global N.V. is presented for purposes of additional analysis and is not a
required part of the basic consolidated financial statements. This information
has been subjected to the auditing procedures applied in our audits of the
consolidated financial statements and, in our opinion, based on our audits and
the report of the other auditors, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          PRICEWATERHOUSECOOPERS N.V.

Amsterdam, The Netherlands
February 1, 2000

                                       F-3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of CNH Global N.V.

     We have audited the consolidated balance sheet of Case Corporation (a
Delaware Corporation and wholly owned subsidiary of CNH Global N.V.) and
subsidiaries as of December 31, 1999 and the related statements of operations,
shareholders' investment and cash flows for the period November 12, 1999 to
December 31, 1999. These consolidated financial statements and the supplemental
financial statements referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and the supplemental financial statements based on our
audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Case
Corporation and subsidiaries as of December 31, 1999 and the results of their
operations and their cash flows for the period November 12, 1999 to December 31,
1999, in conformity with accounting principles generally accepted in the United
States.

     Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The supplemental financial
statements of Equipment Operations and Financial Services are presented for
purposes of additional analysis and are not a required part of the basic
consolidated financial statements. This information has been subjected to the
auditing procedures applied in our audit of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
January 24, 2000

                                       F-4
CNH GLOBAL N.V.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
CONSOLIDATED            EQUIPMENT OPERATIONS     FINANCIAL SERVICES
                                  --------------------------   ------------------------   ------------------
                                   2001      2000      1999     2001     2000     1999    2001   2000   1999
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                             (IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)
REVENUES:
  Net sales.....................  $ 9,030   $ 9,337   $5,949   $9,030   $9,337   $5,949   $ --   $ --   $ --
  Finance and interest income...      685       704      324      149       68       17    739    799    412
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                    9,715    10,041    6,273    9,179    9,405    5,966    739    799    412
COSTS AND EXPENSES:
  Cost of goods sold............    7,586     7,820    4,884    7,586    7,820    4,884     --     --     --
  Selling, general and
    administrative..............    1,224     1,277      726      915    1,007      657    314    274     69
  Research, development and
    engineering.................      306       338      196      306      338      196     --     --     --
  Restructuring and other merger
    related costs...............      104       157       19       97      157       19      7     --     --
  Interest expense -- Fiat
    affiliates..................      358       291       79      308      257       47     50     34     32
  Interest expense -- other.....      368       502      187      277      285      107    289    376    185
  Other, net....................      193       186      (16)     112      100      (29)    81     86     13
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
                                   10,139    10,571    6,075    9,601    9,964    5,881    741    770    299
EQUITY IN INCOME (LOSS) OF
  UNCONSOLIDATED SUBSIDIARIES
  AND AFFILIATES:
  Financial Services............        6         2       --        4       26       72      6      2     --
  Equipment Operations..........      (14)        4        9      (14)       4        9     --     --     --
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
Income (loss) before taxes and
  minority interest.............     (432)     (524)     207     (432)    (529)     166      4     31    113
Income tax provision
  (benefit).....................     (105)     (153)      55     (105)    (159)      14     --      6     41
Minority interest...............        5        10        4        5       11        4     --     (1)    --
                                  -------   -------   ------   ------   ------   ------   ----   ----   ----
Net income (loss)...............  $  (332)  $  (381)  $  148   $ (332)  $ (381)  $  148   $  4   $ 26   $ 72
                                  =======   =======   ======   ======   ======   ======   ====   ====   ====
PER SHARE DATA:
Basic earnings (loss) per
  share.........................  $ (1.20)  $ (1.79)  $ 0.99
                                  =======   =======   ======
Diluted earnings (loss) per
  share.........................  $ (1.20)  $ (1.79)  $ 0.97
                                  =======   =======   ======
The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
    notes to consolidated financial statements are an integral part of these
                           Statements of Operations.
                                       F-5
CNH GLOBAL N.V.

                          CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2000
                  (IN MILLIONS OF DOLLARS, EXCEPT SHARE DATA)
EQUIPMENT          FINANCIAL
                                                                CONSOLIDATED         OPERATIONS          SERVICES
                                                              -----------------   -----------------   ---------------
                                                               2001      2000      2001      2000      2001     2000
                                                              -------   -------   -------   -------   ------   ------
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................  $   663   $   886   $   378   $   593   $  285   $  293
  Accounts and notes receivable.............................    4,010     3,637     1,790     1,591    2,466    2,152
  Intersegment notes receivable.............................       --        --       524       576      344      195
  Inventories...............................................    2,204     2,374     2,204     2,374       --       --
  Deferred income taxes.....................................      454       436       333       398      121       38
  Prepayments and other.....................................      100       242        97        79        3      219
                                                              -------   -------   -------   -------   ------   ------
    TOTAL CURRENT ASSETS....................................    7,431     7,575     5,326     5,611    3,219    2,897
                                                              -------   -------   -------   -------   ------   ------
Long-Term Receivables.......................................    2,150     2,513       203       224    1,947    2,275
Intersegment Long-Term Notes Receivable.....................       --        --     1,112        14       --       --
Property, Plant and Equipment, net..........................    1,354     1,474     1,333     1,455       21       19
OTHER ASSETS:
  Investments in unconsolidated subsidiaries and
    affiliates..............................................      266       282       235       258       31       24
  Investment in Financial Services..........................       --        --     1,147     1,122       --       --
  Equipment on operating leases, net........................      612       643        --        --      612      643
  Goodwill and intangibles..................................    3,647     3,817     3,508     3,669      139      148
  Other.....................................................    1,752     1,273     1,369       884      383      394
                                                              -------   -------   -------   -------   ------   ------
    TOTAL OTHER ASSETS......................................    6,277     6,015     6,259     5,933    1,165    1,209
                                                              -------   -------   -------   -------   ------   ------
    TOTAL...................................................  $17,212   $17,577   $14,233   $13,237   $6,352   $6,400
                                                              =======   =======   =======   =======   ======   ======
            LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current maturities of long-term debt -- Fiat affiliates...  $   732   $   155   $   617   $    88   $  113   $  243
  Current maturities of long-term debt -- other.............      329     1,494        20        36      311    1,282
  Short-term debt -- Fiat affiliates........................    1,847     2,043     1,373     1,568      474      475
  Short-term debt -- other..................................    1,370     2,143       670       961      700    1,182
  Intersegment short-term debt..............................       --        --       344       195      524      576
  Accounts payable..........................................    1,217     1,256     1,287     1,221      166       97
  Restructuring liability...................................       74       251        67       250        7        1
  Other accrued liabilities.................................    1,784     1,868     1,650     1,694      144      264
                                                              -------   -------   -------   -------   ------   ------
    TOTAL CURRENT LIABILITIES...............................    7,353     9,210     6,028     6,013    2,439    4,120
                                                              -------   -------   -------   -------   ------   ------
Long-Term Debt -- Fiat Affiliates...........................    3,311     2,230     3,002     2,045      309      185
Long-Term Debt -- Other.....................................    2,274     1,660     1,217       897    1,057      763
Intersegment Long-Term Debt.................................       --        --        --        --    1,112       14
OTHER LIABILITIES:
  Pension, postretirement and postemployment benefits.......    1,173       973     1,163       961       10       13
  Other.....................................................    1,120       916       843       734      277      182
                                                              -------   -------   -------   -------   ------   ------
    TOTAL OTHER LIABILITIES.................................    2,293     1,889     2,006     1,695      287      195
                                                              -------   -------   -------   -------   ------   ------
Commitments and Contingencies (Note 18)
Minority Interest...........................................       72        74        71        73        1        1
SHAREHOLDERS' EQUITY:
  Common Shares, E0.45 par value; authorized 444,444,460
    shares, issued 277,683,830 shares in 2001 and 2000......      143       143       143       143       37       37
  Paid-in capital...........................................    2,995     2,991     2,995     2,991      918      856
  Treasury stock, 583,532 shares in 2001 and 508,332 shares
    in 2000, at cost........................................       (7)       (6)       (7)       (6)      --       --
  Retained earnings (deficit)...............................     (573)     (213)     (573)     (213)     242      238
  Accumulated other comprehensive income (loss).............     (646)     (399)     (646)     (399)     (50)      (9)
  Unearned compensation on restricted shares and options....       (3)       (2)       (3)       (2)      --       --
                                                              -------   -------   -------   -------   ------   ------
    Total shareholders' equity..............................    1,909     2,514     1,909     2,514    1,147    1,122
                                                              -------   -------   -------   -------   ------   ------
    Total...................................................  $17,212   $17,577   $14,233   $13,237   $6,352   $6,400
                                                              =======   =======   =======   =======   ======   ======
The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
notes to consolidated financial statements are an integral part of these Balance
                                    Sheets.
                                       F-6
CNH GLOBAL N.V.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
CONSOLIDATED              EQUIPMENT OPERATIONS          FINANCIAL SERVICES
                                            ---------------------------   ---------------------------   -------------------------
                                             2001      2000      1999      2001      2000      1999      2001     2000     1999
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
                                                                          (IN MILLIONS OF DOLLARS)
OPERATING ACTIVITIES:
  Net income (loss).......................  $  (332)  $  (381)  $   148   $  (332)  $  (381)  $   148   $     4   $  26   $    72
  Adjustments to reconcile net income
    (loss) to net cash provided (used) by
    operating activities:
    Depreciation and amortization.........      424       429       183       319       336       160       105      93        23
    Deferred income tax expense
      (benefit)...........................     (174)     (229)       45       (91)     (196)       31       (83)    (33)       14
    (Gain) loss on disposal of fixed
      assets..............................        3        (6)       (5)        3        (8)       (7)       --       2         2
    Undistributed (earnings) losses of
      unconsolidated subsidiaries.........       17        (6)       (9)       19       (30)      (81)       (6)     (2)       --
    Changes in operating assets and
      liabilities:
      (Increase) decrease in
        receivables.......................     (264)    1,033       615      (153)      655      (449)     (111)    378       948
      (Increase) decrease in
        inventories.......................       48        36       256        48        36       256        --      --        --
      (Increase) decrease in prepayments
        and other current assets..........      137        57      (185)      (23)      154      (135)      160    (115)      (67)
      (Increase) decrease in other
        assets............................     (155)      (66)     (441)     (239)       15      (147)       84     (99)     (150)
      Increase (decrease) in payables.....       78       (80)       27       111      (147)       99       (33)     67         5
      Increase (decrease) in other accrued
        liabilities.......................        5       135       (45)      133        10      (104)     (128)    160        84
      Increase (decrease) in other
        liabilities.......................      217       (10)      555       127       (56)      419        90      46       136
  Other, net..............................     (186)     (104)      (59)     (190)     (103)     (176)        4      --         4
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES..............................     (182)      808     1,085      (268)      285        14        86     523     1,071
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
INVESTING ACTIVITIES:
  Acquisitions and investments, net of
    cash acquired.........................       (8)      (58)   (4,394)      (62)      (84)   (4,442)       (1)      1        36
  Proceeds from sale of businesses and
    assets................................      287       170        86       114       157        83       173      13         3
  Expenditures for property, plant and
    equipment.............................     (229)     (228)     (210)     (221)     (213)     (209)       (8)    (15)       (1)
  Expenditures for equipment on operating
    leases................................     (322)     (180)      (63)       --        --        --      (322)   (180)      (63)
  Other, net..............................       --        --        29        --        --        30        --      --        (1)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES..............................     (272)     (296)   (4,552)     (169)     (140)   (4,538)     (158)   (181)      (26)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
FINANCING ACTIVITIES:
  Intersegment activity...................       --        --        --    (1,102)     (318)      363     1,102     318      (363)
  Proceeds from issuance of long-term debt
    -- Fiat affiliates....................    1,646     1,531       173     1,499     1,967        33       147      45       140
  Proceeds from issuance of long-term
    debt -- other.........................      824        --        95       824        --        28        --      --        67
  Payment of long-term debt -- Fiat
    affiliates............................     (129)     (243)      (48)      (13)       --        --      (116)   (243)      (48)
  Payment of long-term debt -- other......   (1,197)     (323)      (64)     (529)      (32)      (59)     (668)   (772)       (5)
  Net increase (decrease) in short-term
    revolving credit facilities...........     (853)     (841)    1,945      (410)   (1,349)    2,803      (443)    508      (858)
  Capital contributions...................       --        --        --        --        --        --        55      25        12
  Advance to capital......................       --        --     1,400        --        --     1,400        --      --        --
  Dividends paid..........................      (28)      (82)      (82)      (28)      (82)      (82)       --      --        --
  Other, net..............................       --       (84)      (92)       --       (79)      (92)       --      (5)       --
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES..............................      263       (42)    3,327       241       107     4,394        77    (124)   (1,055)
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
Effect of foreign exchange rate changes on
  cash and cash equivalents...............      (32)      (50)      (71)      (19)      (46)      (71)      (13)     (4)       --
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS.............................     (223)      420      (211)     (215)      206      (201)       (8)    214       (10)
CASH AND CASH EQUIVALENTS, BEGINNING OF
  YEAR....................................      886       466       677       593       387       588       293      79        89
                                            -------   -------   -------   -------   -------   -------   -------   -----   -------
CASH AND CASH EQUIVALENTS, END OF YEAR....  $   663   $   886   $   466   $   378   $   593   $   387   $   285   $ 293   $    79
                                            =======   =======   =======   =======   =======   =======   =======   =====   =======
The "Consolidated" data in this statement include CNH Global N.V. and its
 consolidated subsidiaries and conform to the requirements of SFAS No. 94. The
  supplemental "Equipment Operations" (with "Financial Services" on the equity
 basis) data in this statement include primarily CNH Global N.V.'s agricultural
  and construction equipment operations. The supplemental "Financial Services"
 data in this statement include primarily CNH Global N.V.'s financial services
 business. Transactions between "Equipment Operations" and "Financial Services"
  have been eliminated to arrive at the "Consolidated" data. The accompanying
    notes to consolidated financial statements are an integral part of these
                           Statements of Cash Flows.
                                       F-7
CNH GLOBAL N.V.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
ACCUMULATED
                                                                                            OTHER
                                                                           RETAINED     COMPREHENSIVE             COMPREHENSIVE
                             COMMON   PAID-IN   TREASURY     UNEARNED      EARNINGS        INCOME                    INCOME
                             SHARES   CAPITAL    STOCK     COMPENSATION    (DEFICIT)       (LOSS)       TOTAL        (LOSS)
                             ------   -------   --------   ------------   -----------   -------------   ------    -------------
                                                                  (IN MILLIONS OF DOLLARS)
BALANCE, JANUARY 1, 1999...   $ 88    $1,637      $--          $--           $ 184          $(125)      $1,784
Comprehensive income:
  Net income...............     --        --       --           --             148             --          148        $ 148
  Translation adjustment...     --        --       --           --              --           (162)        (162)        (162)
  Pension liability
    adjustment.............     --        --       --           --              --             22           22           22
                                                                                                                      -----
      Total................                                                                                           $   8
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (82)            --          (82)
Issuance of restricted
  shares...................     --         8       --           (8)             --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  1999.....................     88     1,645       --           (8)            250           (265)       1,710
Comprehensive income:
  Net income (loss)........     --        --       --           --            (381)            --         (381)       $(381)
  Translation adjustment...     --        --       --           --              --           (133)        (133)        (133)
  Pension liability
    adjustment.............     --        --       --           --              --             (1)          (1)          (1)
                                                                                                                      -----
      Total................                                                                                           $(515)
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (82)            --          (82)
Capital contributions on
  stock issuance...........     55     1,345       --           --              --             --        1,400
Recognition of compensation
  on restricted stock......     --        --       --            1              --             --            1
Issuance of restricted
  shares, net of
  forfeitures..............     --         1       (6)           5              --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  2000.....................    143     2,991       (6)          (2)           (213)          (399)       2,514
Comprehensive income:
  Net income (loss)........     --        --       --           --            (332)            --         (332)       $(332)
  Translation adjustment...     --        --       --           --              --           (110)        (110)        (110)
  Pension liability
    adjustment (net of tax
    $89 million)...........     --        --       --           --              --           (117)        (117)        (117)
  Derivative financial
    instruments:
    Gains (losses) deferred
      (net of tax $12
      million).............     --        --       --           --              --            (47)         (47)         (47)
    (Gains) losses
      reclassified to
      earnings.............     --        --       --           --              --             27           27           27
                                                                                                                      -----
      Total................                                                                                           $(579)
                                                                                                                      =====
Dividends declared.........     --        --       --           --             (28)            --          (28)
Recognition of compensation
  on restricted stock......     --        --       --            2              --             --            2
Issuance of restricted
  shares, net of
  forfeitures..............     --        --       (1)           1              --             --           --
Issuance of stock
  options..................     --         4       --           (4)             --             --           --
                              ----    ------      ---          ---           -----          -----       ------
BALANCE, DECEMBER 31,
  2001.....................   $143    $2,995      $(7)         $(3)          $(573)         $(646)      $1,909
                              ====    ======      ===          ===           =====          =====       ======
The accompanying notes to consolidated financial statements are an integral part
            of these Statements of Changes in Shareholders' Equity.
                                       F-8
CNH GLOBAL N.V.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: NATURE OF OPERATIONS

     CNH Global N.V. ("CNH"), formerly New Holland N.V., is incorporated in The
Netherlands under Dutch law. CNH's Equipment Operations manufacture, market and
distribute a full line of agricultural and construction equipment on a worldwide
basis. CNH's Financial Services operations offers a broad array of financial
services products, including retail financing for the purchase or lease of new
and used CNH and other manufacturers' products and other retail financing
programs. To facilitate the sale of its products, CNH offers wholesale financing
to dealers.

     CNH is controlled by Fiat Netherlands Holding N.V., a wholly owned
subsidiary of Fiat S.p.A. ("Fiat"), a company organized under the laws of Italy,
which owned approximately 84.6% of the outstanding shares of CNH at December 31,
2001.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The consolidated financial statements present the operating results,
financial position and cash flows of CNH as of and for the year ended December
31, 2001. The comparability of CNH's operating results for the years ended
December 31, 2001 and 2000, with 1999 data, is significantly affected by the
full year impact of (1) the inclusion of Case Corporation's ("Case's") results
of operations; (2) the incremental financing and other costs related to the
merger; (3) the amortization of fair value adjustments to the Case assets
acquired and liabilities assumed; and (4) the amortization of goodwill.
Reference is made to Note 3, "Acquisitions and Divestitures of Businesses and
Investments" for further information regarding the acquisition of Case.

     PRINCIPLES OF CONSOLIDATION AND PRESENTATION

     CNH has prepared the accompanying consolidated financial statements in
accordance with accounting principles generally accepted in the United States or
U.S. GAAP. The accompanying financial statements reflect the historical
operating results of CNH, including the results of operations of Case since the
merger date. CNH has prepared its consolidated financial statements in U.S.
Dollars and, unless otherwise indicated, all financial data set forth in these
financial statements is expressed in U.S. Dollars. In accordance with Statement
of Financial Accounting Standards ("SFAS") No. 94, "Consolidation of All
Majority-Owned Subsidiaries," the financial statements include the accounts of
CNH's majority-owned subsidiaries, except where control is expected to be
temporary, and reflect the interests of the minority owners of the subsidiaries
that are not fully owned for the periods presented, as applicable. The
operations and key financial measures and financial analysis differ
significantly for manufacturing and distribution businesses and financial
services businesses; therefore, management believes that certain supplemental
disclosures are important in understanding the consolidated operations and
financial results of CNH. In addition, CNH's principal competitors present
supplemental data on a similar basis. Therefore, users of CNH's financial
statements can use the supplemental data to make meaningful comparisons of CNH
and its principal competitors. The financial statements reflect the consolidated
results of CNH and also include, on a separate and supplemental basis, the
consolidation of CNH's equipment operations and financial services operations as
follows:

     Equipment Operations -- The financial information captioned "Equipment
Operations" reflects the consolidation of all majority-owned subsidiaries except
for CNH's Financial Services business. CNH's Financial Services business has
been included using the equity method of accounting whereby the net income and
net assets of CNH's financial services business are reflected, respectively, in
"Equity in Income (Loss) of Unconsolidated Subsidiaries and
Affiliates -- Financial Services" in the accompanying statements of operations,
and in "Investment in Financial Services" in the accompanying balance sheets.

                                       F-9
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Financial Services -- The financial information captioned "Financial
Services" reflects the consolidation of CNH's financial services business.

     All significant intercompany transactions, including activity within and
between "Equipment Operations" and "Financial Services," have been eliminated in
deriving the consolidated financial data. Intersegment notes receivable,
intersegment long-term notes receivable, intersegment short-term debt and
intersegment long-term debt represent intersegment financing between Equipment
Operations and Financial Services.

     Investments in unconsolidated subsidiaries and affiliates that are at least
20% owned, or where CNH exercises significant influence, are accounted for using
the equity method. Under this method, the investment is initially recorded at
cost and is increased or decreased by CNH's proportionate share of the entity's
respective profits or losses, and decreased by amortization of any related
goodwill. Dividends received from these entities reduce the carrying value of
the investments. Investments wherein CNH owns less than 20% and where CNH does
not exercise significant influence are stated at lower of cost or net realizable
value.

     RECLASSIFICATIONS

     Certain reclassifications of prior year amounts have been made in order to
conform with the current year presentation.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results could differ
from those estimates.

     REVENUE RECOGNITION

     Equipment Operations record sales of equipment and replacement parts when
title and all risks of ownership have transferred to the independent dealer or
other customer. In the United States and the majority of international
locations, equipment and replacement parts title transfers to the dealer upon
shipment. In Australia and some other international locations, certain equipment
and replacement parts are shipped to dealers on a consignment basis under which
title and risk of ownership are not transferred to the dealer. Under these
circumstances sales are not recorded until a retail customer has purchased the
goods. Dealers may not return equipment or replacement parts while the
applicable dealer contract remains in place. In the U.S. and Canada, if a dealer
contract is terminated for any reason, CNH is obligated to repurchase new
equipment from the dealer. CNH has credit limits and other safeguards in place
to monitor the financial stability of its dealers. In cases where dealers are
unable to pay for equipment or parts, CNH attempts to have these goods returned
or negotiate a settlement of the outstanding receivables. CNH may provide
certain sales incentives to dealers to stimulate sales to retail customers. The
expense of such incentives is recorded as a deduction in arriving at net sales
at the time the sale is recognized by CNH.

     For all sales, no significant uncertainty exists surrounding the
purchaser's obligation to pay for the equipment and replacement parts and CNH
records appropriate provisions for doubtful receivables as necessary.
Receivables are due upon the earlier of payment terms discussed below or sale to
the retail customer. Fixed payment schedules exist for all sales to dealers but
payment terms vary by geographic market and product line. In connection with
these payment terms, CNH offers wholesale financing to many of its dealers
including interest-free financing for specified periods of time which also vary
by geographic market and product line. Interest is charged to dealers subsequent
to the completion of the interest free period. Interest free periods average 4.5
months on approximately 65% of sales for the agricultural equipment business and

                                       F-10
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3.0 months on approximately 74% of sales for the construction equipment
business. Sales to dealers that do not qualify for an interest free period are
subject to payment terms of 30 days or less.

     Financial Services records earned finance charges (interest income) on
retail and other notes receivables and finance leases using the effective
interest method.

     MODIFICATION PROGRAMS AND WARRANTY COSTS

     The costs of major programs to modify products in the customer's possession
are accrued when these costs can be identified and quantified. Normal warranty
costs are recorded at the time of sale.

     ADVERTISING

     CNH expenses advertising costs as incurred. Advertising expense totaled $78
million, $96 million and $51 million, for the years ended December 31, 2001,
2000 and 1999, respectively.

     RESEARCH AND DEVELOPMENT

     Research and development costs are expensed as incurred.

     FOREIGN CURRENCY TRANSLATION

     CNH's non-U.S. subsidiaries and affiliates maintain their books and
accounting records using local currency as the functional currency, except for
those operating in hyperinflationary economies. Assets and liabilities of
non-U.S. subsidiaries are translated into U.S. Dollars at period-end exchange
rates, and net exchange gains or losses resulting from such translation are
included in "Accumulated other comprehensive income (loss)" in the accompanying
balance sheets. Income and expense accounts of non-U.S. subsidiaries are
translated at the average exchange rates for the period, and gains and losses
from foreign currency transactions are included in net income (loss) in the
period during which they arise. The U.S. Dollar is used as the functional
currency for subsidiaries and affiliates operating in highly inflationary
economies for which both translation adjustments and gains and losses on foreign
currency transactions are included in the determination of net income (loss) in
the period during which they arise.

     The Turkish Lira was significantly devalued against the U.S. Dollar during
the first quarter of 2001. As a result CNH recorded a net exchange loss of
approximately $20 million related to its investments in New Holland Trakmak
Tracktor Ve Ziraat Makineleri A.S. and Turk Traktor Ve Ziraat Makineleri A.S.

     The Brazilian Real was significantly devalued against the U.S. Dollar
during the first quarter of 1999. As a result of its unhedged foreign exchange
exposure in its Brazilian companies, CNH recorded a net exchange loss of
approximately $15 million. Also in the first quarter of 1999, CNH reorganized
its corporate activities for tax and treasury planning purposes and transferred
U.S. Dollar deposits to a foreign subsidiary with Euro functional currency. As a
result of the translation of the monetary asset described above during this
period, an exchange gain of approximately $30 million was recognized. The
aforementioned net foreign exchange gains and losses are reflected in "Other,
net" in the accompanying statements of operations.

     ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," which
has been amended by SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of SFAS No. 113, an
amendment of SFAS No. 133" and SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an amendment of SFAS No. 133." SFAS
No. 133 is effective for fiscal years

                                       F-11
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

beginning after June 15, 2000 and will be applied to: (a) derivative
instruments; and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired or substantively modified after December 31, 1998.
SFAS No. 133 requires that every derivative instrument be recorded on the
balance sheet as an asset or liability measured at its fair value and that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.

     We adopted SFAS No. 133 on January 1, 2001. SFAS No. 133 requires that as
of the date of initial adoption, the difference between the fair market value of
derivative instruments recorded on the balance sheet and the previous carrying
amount of the those derivatives be reported in net income or other comprehensive
income, as appropriate, as the cumulative effect of a change in accounting
principle in accordance with Accounting Principles Board Opinion 20, "Accounting
Changes." To the extent that these amounts are recorded in other comprehensive
income, they will be reversed into earnings into the period in which the hedged
transaction occurs. Adoption of this accounting standard resulted in cumulative
net of tax reductions in other comprehensive income of approximately $9 million
as of January 1, 2001 and had no significant impact on net income. The adoption
also resulted in an increase to assets and liabilities recorded on the balance
sheet of approximately $9 million and $18 million, respectively.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- A
Replacement of FASB Statement 125". SFAS No. 140 is effective for transfers
occurring after March 31, 2001 and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company adopted the disclosure provisions related to the securitization of
financial assets on December 31, 2000. All remaining provisions were adopted in
the second quarter of 2001. This adoption did not have a significant impact on
us.

     In January 2001, the Emerging Issues Task Force issued EITF Issue No.
99-20, "Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets". According to this
pronouncement, we must recognize cash flows in excess of the initial
investment's carrying value as interest income using the effective yield method.
Beneficial interests must be measured at fair value with other than temporary
impairments being recorded in income. We adopted this pronouncement in April
2001 and adoption of this pronouncement did not have a significant impact on our
financial position or results of operations.

     In July 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations.
This Statement requires that all business combinations be accounted for by the
purchase method. As required by SFAS No. 141, CNH adopted this new accounting
standard for all business combinations initiated after June 30, 2001. The
adoption of SFAS No. 141 did not have a material impact on CNH's financial
statements.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for
intangible assets and goodwill. The Statement requires that goodwill and
intangible assets having indefinite useful lives not to be amortized but rather
be tested at least annually for impairment. Intangible assets that have finite
useful lives will continue to be amortized over their useful lives. As required
by SFAS No. 142, CNH adopted this new accounting standard on January 1, 2002.
Application of the non-amortization provision of SFAS No. 142 is expected to
result in a pretax increase in earnings of approximately $116 million per year
related to goodwill and approximately $11 million per year related to acquired
trademarks with indefinite lives. Beginning January 1, 2002, goodwill and
indefinite-lived intangible assets will be tested for impairment annually, and
will be tested for impairment between annual tests if an event occurs or
circumstances change that would indicate the carrying amount may be impaired.
Impairment testing for goodwill is done at a reporting unit level. Currently,
CNH has identified three reporting units under the criteria set forth by SFAS
No. 142: Agricultural Equipment, Construction Equipment and Financial Services.
CNH is currently performing the required transitional impairment tests of
goodwill and
                                       F-12
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

indefinite-lived intangible assets. SFAS No. 142 prescribes a two-phase process
for impairment testing of goodwill. The first phase, required to be completed by
June 30, 2002, tests for impairment. The second phase (if necessary), required
to be completed by December 31, 2002, measures the amount of impairment. CNH has
engaged an independent third-party valuation firm to assist with the fair value
determinations of its reporting units and indefinite-lived intangible assets. To
determine fair value, CNH plans to rely on two valuation models: guideline
company method and discounted cash flow. CNH has not yet determined the
financial impact, if any, of these transitional impairment tests. During 2001
CNH continued to evaluate the recoverability of goodwill in compliance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of."

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset retirement obligation be recognized
in the period in which it is incurred by capitalizing it as part of the carrying
amount of the long-lived assets. As required by SFAS No. 143, CNH will adopt
this new accounting standard on January 1, 2003. CNH believes the adoption of
SFAS No. 143 will not have a material impact on its financial statements.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, CNH will adopt this new accounting standard on January
1, 2002. CNH believes the adoption of SFAS No. 144 will not have a material
impact on its financial statements.

     CASH AND CASH EQUIVALENTS

     Cash equivalents are comprised of all highly liquid investments with an
original maturity of three months or less. Cash equivalents also include amounts
deposited with affiliates, principally Fiat and its affiliates, which are
repayable to CNH upon one day's notice. The carrying value of cash equivalents
approximates fair value because of the short maturity of these investments.

     RECEIVABLES

     Receivables are recorded at face value, net of allowances for doubtful
accounts.

     INVENTORIES

     Inventories are stated at the lower of cost or 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. Net realizable value is the estimate of the
selling price in the ordinary course of business, less the cost of completion
and selling. Provision is made for obsolete and slow-moving inventories.

     EQUIPMENT ON OPERATING LEASES

     Financial Services purchases equipment that is leased to retail customers
under operating leases from dealers. Income from operating leases is recognized
over the term of the lease. Financial Services' investment in operating leases
is based on the purchase price paid for the equipment. The investment is
depreciated on a straight-line basis over the term of the lease to the estimated
residual value at lease termination which is calculated at the inception of the
lease date. Realization of the residual values is dependent on Financial
Services' future ability to market the equipment under the then prevailing
market conditions. CNH continually evaluates whether events and circumstances
have occurred which impact the estimated residual

                                       F-13
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

values of equipment on operating leases. Although realization is not assured,
management believes that the estimated residual values are realizable.
Expenditures for maintenance and repairs are the responsibility of the lessee.

     GOODWILL AND INTANGIBLES

     Goodwill represents the excess of the purchase price paid plus the
liabilities assumed over the fair value of the tangible and identifiable
intangible assets purchased. Goodwill is amortized on a straight-line basis over
10 to 30 years. Goodwill relating to acquisitions of unconsolidated subsidiaries
and affiliates is included in "Investments in unconsolidated subsidiaries and
affiliates" in the accompanying balance sheets, and the related amortization is
charged to "Equity in Income (Loss) of Unconsolidated Subsidiaries and
Affiliates" in the accompanying statements of operations. CNH continually
evaluates whether events and circumstances have occurred that indicate the
remaining estimated useful life of goodwill may warrant revision or that the
remaining balance of goodwill may not be recoverable. When factors indicate that
goodwill should be evaluated for possible impairment, CNH uses an estimate of
the undiscounted cash flows over the remaining life of the goodwill in measuring
whether the goodwill is recoverable.

     At December 31, 2001 and 2000, goodwill totaled $3,146 million and $3,183
million, respectively, while accumulated amortization of goodwill was $336
million and $215 million at those respective dates. Amortization expense totaled
$116 million, $106 million and $20 million for the years ended December 31,
2001, 2000 and 1999, respectively.

     Negative goodwill represents the excess of the fair value of the tangible
and identifiable intangible assets purchased, with the fair value of non-current
assets having been reduced to zero, over the purchase price paid plus
liabilities assumed. Negative goodwill is being amortized on a straight-line
basis over approximately 3 years. At December 31, 2001 and 2000, negative
goodwill, net of accumulated amortization, totaled $0 and $33 million,
respectively.

     Intangibles consist primarily of acquired dealer networks, trademarks,
product drawings and patents, and are being amortized on a straight-line basis
over 5 to 30 years. At December 31, 2001 and 2000, intangibles, net of
accumulated amortization, totaled $837 million and $849 million, respectively.
Amortization expense totaled $39 million, $36 million and $6 million for the
years ended December 31, 2001, 2000 and 1999, respectively.

     Reference is made to Note 3, "Acquisitions and Divestitures of Businesses
and Investments," for further information regarding goodwill and intangibles.

     PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment is stated at cost, less accumulated
depreciation. Expenditures for improvements that increase asset values and
extend useful lives are capitalized. Expenditures for maintenance and repairs
are expensed as incurred. Depreciation is provided on a straight-line basis over
the estimated useful lives of the respective assets as follows:
Buildings and improvements........................  10 - 40 years
Plant and machinery...............................   5 - 16 years
Other equipment...................................   3 - 10 years
CNH capitalizes interest costs as part of the cost of constructing certain
facilities and equipment. CNH capitalizes interest costs only during the period
of time required to complete and prepare the facility or equipment for its
intended use. The amount of interest capitalized in 2001, 2000 and 1999 is not
significant in relation to the consolidated financial results.

                                       F-14
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     CNH assesses the recoverability of assets to be held and used by comparing
the carrying amount of an asset to future undiscounted net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets, based on a discounted
cash flow analysis.

     SOFTWARE DEVELOPED FOR INTERNAL USE

     CNH defines internal-use software as software acquired or internally
developed or modified solely to meet the internal needs of CNH. Internal and
external costs incurred during the preliminary project stage are expensed as
incurred. Capitalization of such costs begins upon completion of the preliminary
project stage, assessment of technological feasibility and upon management's
authorization and commitment to fund the software project. Capitalization ceases
at the point at which the computer software project is substantially complete
and the software is ready for its intended use. Internal and external costs for
data conversion, training and maintenance are expensed as incurred, and overhead
costs are not capitalized. The capitalized costs of software acquired or
developed for internal use are amortized on a straight-line basis over the
useful life of the software, generally not exceeding 5 years.

     INCOME TAXES

     CNH follows an asset and liability approach for financial accounting and
reporting for income taxes. CNH recognizes a current tax liability or asset for
the estimated taxes payable or refundable on tax returns for the current year. A
deferred tax liability or asset is recognized for the estimated future tax
effects attributable to temporary differences and carryforwards. The measurement
of current and deferred tax liabilities and assets is based on provisions of the
enacted tax law; the effects of future changes in tax laws or rates are not
anticipated. The measurement of deferred tax assets is reduced, if necessary, by
the amount of any tax benefits that, based on available evidence, are more
likely than not expected to be realized.

     RETIREMENT PROGRAMS

     CNH operates numerous defined benefit and defined contribution pension
plans, the assets of which are held in separate trustee-administered funds. The
pension plans are generally funded by payments from employees and CNH. The cost
of providing pension and other postretirement benefits is based upon actuarial
valuations and is charged to income during the period of the employees' service.
The liability for termination indemnities is accrued in accordance with labor
legislation in each country where such benefits are required.

     DERIVATIVES

     The Company uses derivative financial instruments to manage its interest
rate exposures and foreign currency exposures. CNH does not hold or issue such
instruments for trading purposes. Hedge accounting is applied if the changes in
the fair market value of the derivative instruments are highly correlated to
changes in the fair market value of the anticipated transactions and recognized
assets and liabilities. As these instruments are primarily accounted for as
hedges of anticipated transactions or recognized assets and liabilities,
unrealized fair value gains and losses are not recognized in earnings as of the
balance sheet date to the extent that the hedge is effective. The effective
portion of unrealized gains and losses are recognized in earnings in the period
in which the hedged transaction affects earnings. Subsequent to the adoption of
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" on
January 1, 2001, the fair value of all derivatives are recorded as assets or
liabilities on the Consolidated Balance Sheets.

     Reference is made to Note 15, "Financial Instruments," for further
information regarding CNH's use of derivative financial instruments.

                                       F-15
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 3: ACQUISITIONS AND DIVESTITURES OF BUSINESSES AND INVESTMENTS

     ACQUISITIONS

     Flexi-Coil Ltd.

     On January 4, 2000, CNH completed the acquisition of the remaining 61%
ownership interests in Flexi-Coil Ltd. Prior to that date, CNH had maintained a
39% ownership interest in Flexi-Coil Ltd. Flexi-Coil designs, manufactures and
sells various agricultural implements used for planting, seeding, tillage and
spraying. The purchase price for the additional 61% ownership interest was C$74
million. The acquisition was accounted for as a step purchase and, accordingly,
the accompanying consolidated financial statements included the results of
operations of Flexi-Coil Ltd. from January 4, 2000. The total purchase price
paid plus the liabilities assumed was C$257 million. The goodwill associated
with the acquisition of Flexi-Coil Ltd. totaled C$122 million and is being
amortized on a straight-line basis over 30 years.

     Case

     On November 12, 1999, New Holland N.V. ("New Holland") acquired Case
Corporation ("Case") for $4,600 million in cash, including related costs and
expenses, pursuant to an agreement and plan of merger dated as of May 15, 1999,
by and among Case, New Holland, the merging subsidiary and Fiat. As a result of
the merger, Case as the surviving company, became a wholly owned subsidiary of
New Holland. Effective with the closing of the merger, New Holland changed its
name to CNH. CNH financed the merger with total borrowings of $3,000 million
under short-term credit facilities, an advance to capital of $1,400 million from
New Holland Holdings N.V. and available cash of $200 million. Reference is made
to Note 11, "Principal Shareholder's Advance to Capital."

     The merger was accounted for as a purchase and, accordingly, the
accompanying consolidated financial statements include the results of operations
of Case as of the merger date. Case engaged in two types of operations. Case's
equipment operations manufacture, market and distribute a full line of
agricultural equipment and light to medium sized construction equipment on a
worldwide basis. Case's financial services business provided financing for
retail installment sales contracts and leases, commercial lending within the
equipment industry, multiple lines of insurance products and offers a
private-label credit card.

     The total purchase price of $4,600 million was allocated to the assets and
liabilities of Case based upon their respective fair values, including
identifiable intangibles consisting of acquired trademarks, dealer networks,
product drawings and patents, with the remainder allocated to goodwill. The
purchase price paid plus the liabilities assumed exceeded the fair value of the
tangible and identifiable intangible assets purchased by $2,400 million, on a
preliminary basis. During 2000, CNH finalized its purchase accounting for the
Case acquisition resulting in additional goodwill of $376 million. The
additional goodwill resulted primarily from additional restructuring liabilities
related to the Case business and fair value adjustments to property, plant and
equipment. During 2001, CNH reversed $31 million of purchase accounting reserves
through goodwill, primarily due to changes in estimates related to involuntary
employee severance and closing, selling and downsizing existing facilities.
Reference is made to Note 4, "Restructuring," for further information regarding
CNH's restructuring programs. The goodwill associated with Case's equipment
operations of $2,616 million and Case's financial services business of $129
million is being amortized on a straight-line basis over 30 and

                                       F-16
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20 years, respectively. The fair value adjustments to Case's historical balance
sheet were as follows (in millions):
PURCHASE
                                                                PRICE
                                                              ALLOCATION
                                                              ----------
Net assets at historical cost*............................    $2,057
  Fair value adjustments:
     Identifiable intangibles...............................       817
     Property, plant and equipment..........................       (52)
     Inventory..............................................        39
     Elimination of historical goodwill.....................      (292)
     Deferred income taxes..................................      (100)
     Pension, postretirement and postemployment benefits....      (167)
     Restructuring liability related to the Case business...      (284)
     Accounts and notes receivable..........................       (29)
     Other, net.............................................      (134)
                                                                ------
                                                                 1,855
  Goodwill..................................................     2,745
                                                                ------
     Total..................................................    $4,600
                                                                ======
---------------------
         * Includes liabilities assumed of $6,622 million.

     CNH has prepared the following unaudited pro forma statements of operations
to illustrate the estimated effects of the acquisition of Case by New Holland as
if this transaction had occurred as of the beginning of the period presented.
The pro forma data reflects the impact of the preliminary fair market value
adjustments to the Case assets and liabilities acquired, as well as incremental
interest expense related to the merger financing. These adjustments are being
amortized over the periods estimated to be benefited and primarily include
additional amortization of the fair value adjustments for acquired receivables
and inventories, identifiable intangibles and goodwill. The pro forma data does
not include the impact of the final purchase accounting adjustments recorded
during 2000. The impact of the final purchase accounting adjustments on the
consolidated pro forma statements of operations is considered to be nominal.

                                       F-17
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999
1999
                                                              ---------------
                                                              (IN MILLIONS OF
                                                              DOLLARS, EXCEPT
                                                              PER SHARE DATA)
                                                                (UNAUDITED)
Revenues:
  Net sales.................................................      $ 9,929
  Finance and interest income...............................          744
                                                                  -------
                                                                   10,673
Costs and Expenses:
  Cost of goods sold........................................        8,320
  Selling, general and administrative.......................        1,315
  Research, development and engineering.....................          357
  Restructuring and other merger related costs..............           19
  Interest expense..........................................          794
  Other, net................................................          150
                                                                  -------
                                                                   10,955
Equity in income of unconsolidated subsidiaries and
  affiliates................................................            1
                                                                  -------
Income (loss) before taxes and minority interest............         (281)
Income tax provision (benefit)..............................          (97)
Minority interest...........................................            4
                                                                  -------
Net income (loss)...........................................      $  (188)
                                                                  =======
Per share data:
  Basic earnings (loss) per share...........................      $ (1.26)
                                                                  =======
  Diluted earnings (loss) per share.........................      $ (1.26)
                                                                  =======
CNH has presented this unaudited pro forma financial data for illustrative
purposes only. This pro forma data is not necessarily indicative of (1) the
results of operations that would have occurred had the transaction been
effective as of the beginning of the year presented, or (2) the results of
operations that CNH will attain in the future. In addition, the pro forma
financial data does not reflect any synergies or cost savings that may occur as
a result of the merger.

     The pro forma financial data does not include the impact of any regulatory
divestitures as required by the European Commission or the U.S. Department of
Justice pursuant to the merger.

     DIVESTITURES

     During April 2001, CNH sold its Carr Hill Works, Doncaster, England,
components facility to Graziano Trasmissioni S.p.A.

     In January 2001, CNH sold its tractor manufacturing plant in Doncaster,
England, to Landini S.p.A.

     During 2000, CNH entered into an OEM agreement with Lindner whereby CNH
would build Steyr model M-948 and M-958 (and equivalent Case IH models) for sale
by Lindner.

                                       F-18
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In December 2000, CNH completed the divestiture of its Fermec Holdings
Limited construction equipment business to Terex Corporation. Terex acquired the
Manchester, England, plant, and the Fermec loader/backhoe and industrial tractor
product lines.

     In July 2000, CNH completed the sale of its New Holland Versatile, Genesis
and G/70 series four-wheel and two-wheel drive tractor lines, together with the
Winnipeg, Canada, plant in which they are made, to Buhler Versatile Inc., a
subsidiary of Buhler Industries Inc.

     In May 2000, CNH completed the sale of its interest in Hay and Forage
Industries to AGCO Corporation.

     In May 2000, CNH completed the sale of its large square balers assembled in
Neustadt, Germany to Landini S.p.A.

     In May 2000, CNH completed the sale of selected agricultural equipment
assets to ARGO S.p.A., the holding company of Landini S.p.A. The transaction
includes a plant in Breganze, Italy, and the Laverda line of non-hillside
combines that are produced there.

NOTE 4: RESTRUCTURING

     CNH records restructuring liabilities at the time management approves and
commits CNH to a restructuring plan that identifies all significant actions to
be taken and the expected completion date of the plan is within a reasonable
period of time. The restructuring liability includes those restructuring costs
that (1) can be reasonably estimated, (2) are not associated with or do not
benefit activities that will be continued, and (3) are not associated with or
are not incurred to generate revenues after the plan's commitment date.
Restructuring costs are incurred as a direct result of the plan and (1) are
incremental to other costs incurred by CNH in the conduct of its activities
prior to the commitment date, or (2) existed prior to the commitment date under
a contractual obligation that will either continue after the exit plan is
completed with no economic benefit to the enterprise or reflect a penalty to
cancel a contractual obligation.

     1998 RESTRUCTURING PROGRAM

     In 1998, CNH reviewed its manufacturing, selling and administrative
processes in an effort to strengthen its competitive position and to better
align its operations in response to current economic and market conditions. As a
result, CNH announced a pretax restructuring charge of $40 million for severance
and other costs related to headcount reductions. CNH refers to these actions as
the 1998 Restructuring Program. The 1998 Restructuring Program included
termination costs to eliminate approximately 420 salaried and 600 hourly
positions. These termination payments included the cost of severance and
contractual benefits in accordance with collective bargaining agreements and CNH
policy, and also included costs for outplacement services, medical and
supplemental vacation and retirement payments.

     In connection with the 1998 acquisition of Orenstein & Koppel
Aktiengesellschaft ("O&K"), CNH recorded additional restructuring reserves of
approximately $29 million for employee and dealer termination costs. These costs
were recorded in conjunction with the allocation of the initial O&K purchase
price.

     In 1999, CNH also recorded additional restructuring charges of $19 million
related to the remaining headcount actions contemplated under the 1998
Restructuring Program. These charges primarily represent severance and other
related costs for the elimination of approximately 340 of the remaining salaried
positions under the original plan. In 1999, CNH expended $52 million for
severance costs as contemplated under its restructuring programs. In 1999, CNH
reversed $26 million of purchase accounting reserves, as CNH was unable to
complete the required actions within one year of the acquisition. The reversal
of the $26 million restructuring reserve was recorded against the initial O&K
purchase accounting goodwill.

                                       F-19
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In 2000, CNH expended $12 million for severance and other employee costs as
contemplated under the 1998 Restructuring Program. The 1998 Restructuring
Program is complete and there are no other actions expected under this program.

     The following tables set forth the CNH activities for the years ended
December 31, 1999 and 2000 under the 1998 Restructuring Program (in millions):
1999 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1998        ADDITIONS    UTILIZED*    ESTIMATES         1999
                                            ------------    ---------    ---------    ----------    ------------
Severance and other employee-related
  costs...................................      $71            $19         $(52)         $(26)          $12
Cost related to closing/selling/downsizing
  existing facilities.....................       --             --           --            --            --
                                                ---            ---         ----          ----           ---
       Total restructuring................      $71            $19         $(52)         $(26)          $12
                                                ===            ===         ====          ====           ===
2000 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1999        ADDITIONS    UTILIZED*    ESTIMATES         2000
                                            ------------    ---------    ---------    ----------    ------------
Severance and other employee-related
  costs...................................      $12            $--         $(12)          $--            $--
Cost related to closing/selling/downsizing
  existing facilities.....................       --            --            --           --             --
                                                ---            --          ----           --             --
       Total restructuring................      $12            $--         $(12)          $--            $--
                                                ===            ==          ====           ==             ==
------------
* Includes currency translation.

     CNH MERGER INTEGRATION PLAN

     As part of its merger integration, CNH has evaluated the divestiture or
closure of certain manufacturing locations and parts depots. Through the
consolidation of all functional areas, including the impact of divestiture
actions required by the European and U.S. regulatory agencies in connection with
the merger, CNH expects to significantly reduce its worldwide workforce. The CNH
Merger Integration Plan takes into consideration duplicate capacity and other
synergies including purchasing and supply chain management, and selling, general
and administrative functions. These restructuring actions will be recorded and
implemented through at least 2004.

     The CNH Merger Integration Plan is comprised of two separate programs, the
Case Purchase Accounting Restructuring Program and the CNH Merger Integration
Program. The Case Purchase Accounting Restructuring Program encompasses all
actions of the CNH Merger Integration Plan related to Case that qualify for
purchase accounting treatment under EITF 95-3. The CNH Merger Integration
Program encompasses all other actions of the CNH Merger Integration Plan that
qualify for the establishment of restructuring reserves under primarily EITF
94-3 and SFAS No. 121.

     CASE PURCHASE ACCOUNTING RESTRUCTURING PROGRAM

     During May 1999, management of both companies assembled several integration
teams to identify cost savings from workforce reductions, duplicate capacity and
other synergy related activities from the acquisition. The preliminary actions
identified by these integration teams were approved by management prior to the
acquisition in November 1999. Detailed restructuring actions that related to
former Case locations or

                                       F-20
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

employees that qualified for purchase accounting treatment under EITF 95-3 were
recorded to the Case Purchase Accounting Restructuring Program during the fourth
quarter of 1999 and during 2000. All restructuring actions relating to non-Case
locations or employees or Case actions that were approved, committed and
communicated more than one year after the acquisition were recorded as
restructuring and other merger related costs under the CNH Merger Integration
Program.

     As of December 31, 1999, CNH had recorded $90 million in merger-related
restructuring reserves for severance and other employee-related costs associated
with identified headcount reductions as part of CNH's initial plan to integrate
the Case operations. These costs were recorded in conjunction with the
preliminary allocation of the Case purchase price. During 2000, CNH recorded an
additional $225 million in merger integration restructuring reserves related to
Case's operations, net of changes in estimates. These costs were recorded in
conjunction with the finalization of the Case Purchase Accounting Restructuring
Program. The additional merger integration restructuring reserves primarily
relate to severance and other employee-related costs and costs related to
closing, selling, and downsizing existing facilities. During 2001, CNH reversed
$31 million in merger integration restructuring reserves related to Case's
operations to goodwill. More employees left CNH voluntarily than was originally
estimated and the cost to exit certain facilities was lower than anticipated.

     The severance and other employee-related costs reserved for in 2000
amounted to $78 million and relate to severance costs required to reduce the
remainder of the approximately 2,200 Case employees identified in the CNH Merger
Integration Plan. CNH eliminated administrative and back office personnel, as
well as manufacturing personnel in the facilities that CNH has closed or
downsized. These termination accruals included the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also included costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, CNH expended $61 million of termination payments related to
severance and other employee-related costs. In addition, CNH reversed $39
million of severance and other employee-related costs to goodwill, as more
employees left CNH voluntarily than was originally estimated resulting in a
lower cost than anticipated. As of December 31, 2000, CNH had terminated
approximately 1,500 Case employees related to the Case Purchase Accounting
Restructuring Program.

     In 2001, CNH expended $50 million of termination payments related to
severance and other employee-related costs under programs which were reserved in
2000. In addition, CNH reversed $12 million of severance and other
employee-related costs to goodwill, as more employees left CNH voluntarily than
was originally estimated resulting in a lower cost than anticipated. As of
December 31, 2001, CNH had terminated approximately 2,200 Case employees related
to the Case Purchase Accounting Restructuring Program.

     Reserves for costs related to closing, selling, and downsizing existing
facilities of $185 million were taken due to required divestitures, excess
capacity and duplicate facilities, and primarily relate to the following actions
of the Case Purchase Accounting Restructuring Program:

     -  Sale of Case's CX and MXC product lines and the Doncaster, United
        Kingdom, plant in which they are assembled and its related component
        manufacturing plant in St. Dizier, France;

     -  Sale of Case's large square balers product line which is assembled in
        Neustadt, Germany;

     -  Sale of Case's Fermec brand loader/backhoe and industrial tractor
        product lines and the Fermec manufacturing plant in Manchester, United
        Kingdom;

     -  Sale of Case's ownership interest in Hay and Forage Industries in
        Hesston, Kansas, a 50% joint venture with AGCO Corporation that produces
        hay and forage implements;

                                       F-21
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     -  Closure of Case's Concord plant in Fargo, North Dakota, which produces
        air seeders;

     -  Closure of Case's manufacturing plant in Sorocaba, Brazil;

     -  Sale of Case's Carr Hill Works, Doncaster, England, components facility;

     -  Closure of Case's Racine, Wisconsin, tractor manufacturing facility; and

     -  Other actions which take into consideration duplicate capacity and other
        synergies including purchasing and supply chain management, research and
        development and selling, general and administrative functions related to
        Case's operations.

     In 2000, CNH utilized $72 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above.

     In 2001, CNH utilized $91 million of costs related to
closing/selling/downsizing existing facilities related to the programs described
above which were reserved in 2000. In addition, CNH reversed $19 million of
costs related to closing/selling/downsizing existing facilities to goodwill, as
the cost to exit certain facilities was lower than anticipated.

     The following table sets forth the CNH activities for the years ended
December 31, 1999, 2000 and 2001 under the Case Purchase Accounting
Restructuring Program (in millions):
1999 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1998        ADDITIONS    UTILIZED*    ESTIMATES         1999
                                            ------------    ---------    ---------    ----------    ------------
Severance and other employee-related
  costs...................................      $ --          $ 90         $  --         $ --           $ 90
                                                ----          ----         -----         ----           ----
       Total restructuring................      $ --          $ 90         $  --         $ --           $ 90
                                                ====          ====         =====         ====           ====
2000 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                1999        ADDITIONS    UTILIZED*    ESTIMATES         2000
                                            ------------    ---------    ---------    ----------    ------------
Severance and other employee-related
  costs...................................      $ 90          $ 78         $ (61)        $(39)          $ 68
Cost related to closing/selling/downsizing
  existing facilities.....................        --           185           (72)          --            113
Other costs...............................        --             1            --           --              1
                                                ----          ----         -----         ----           ----
       Total restructuring................      $ 90          $264         $(133)        $(39)          $182
                                                ====          ====         =====         ====           ====
2001 ACTIVITY
                                            --------------------------------------------------------------------
                                             BALANCE AT                                              BALANCE AT
                                            DECEMBER 31,                 RESERVES     CHANGES IN    DECEMBER 31,
                                                2000        ADDITIONS    UTILIZED*    ESTIMATES         2001
                                            ------------    ---------    ---------    ----------    ------------
Severance and other employee-related
  costs...................................      $ 68          $ --         $ (50)        $(12)          $  6
Cost related to closing/selling/downsizing
  existing facilities.....................       113            --           (91)         (19)             3
Other costs...............................         1            --            --           --              1
                                                ----          ----         -----         ----           ----
       Total restructuring................      $182          $ --         $(141)        $(31)          $ 10
                                                ====          ====         =====         ====           ====
------------
* Includes currency translation.

                                       F-22
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the Case Purchase Accounting Restructuring Program
reserve balance of $10 million at December 31, 2001, is adequate to carry out
the restructuring activities as outlined above, and CNH anticipates that all
actions will be completed by September 30, 2002. As prescribed under U.S. GAAP,
if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs," or in the applicable balance sheets as an adjustment to
goodwill, as appropriate. All actions recorded in the Case Purchase Accounting
Restructuring Program have been completed and there are no unresolved activities
except for the remaining payments as indicated above. All additional
restructuring actions relating to Case locations or employees will be recorded
as restructuring and other merger related costs under the CNH Merger Integration
Program. CNH expects to fund the remaining cash requirements of the Case
Purchase Accounting Restructuring Program with cash flows from operations and
additional borrowings under its credit facilities.

     CNH MERGER INTEGRATION PROGRAM

     During 2000, CNH recorded $157 million in restructuring and other merger
related costs related to the CNH Merger Integration Program, which did not
qualify for purchase accounting treatment. These restructuring and other merger
related costs primarily relate to severance and other employee-related costs,
writedown of assets, loss on the sale of assets and businesses, costs related to
closing, selling, downsizing existing facilities and other merger related costs.
During 2001, CNH recorded an additional $122 million in restructuring and other
merger related costs related to the CNH Merger Integration Program. These
restructuring and other merger related costs primarily relate to severance and
other employee-related costs, costs related to closing, selling, downsizing
existing facilities and other merger related costs.

     The severance and other employee-related costs reserved for in 2000
amounted to $43 million and relate to severance costs required to reduce CNH
headcount by approximately 2,100 employees as identified in the CNH Merger
Integration Plan. CNH is eliminating administrative and back office personnel,
as well as manufacturing personnel in the facilities that CNH will close or
downsize. These termination accruals include the cost of severance and
contractual benefits in accordance with collective bargaining agreements, other
agreements and CNH policy, and also include costs for outplacement services,
medical and supplemental vacation and retirement payments.

     In 2000, CNH expended $31 million of termination payments related to
severance and other employee-related costs. As of December 31, 2000, CNH had
terminated approximately 400 employees related to the CNH Merger Integration
Program.

     During 2001, CNH reserved for an additional $74 million and expended $40
million relating to severance and other employee-related costs. As of December
31, 2001, CNH had terminated approximately 1,900 employees related to the CNH
Merger Integration Program.

     Reserves for the writedown of assets, loss on the sale of assets and
businesses, and costs related to closing, selling, and downsizing existing
facilities, of $18 million in 2001 and $79 million in 2000, were taken due to
required divestitures, excess capacity and duplicate facilities, and primarily
relate to the following actions of the CNH Merger Integration Program:

     -  Sale of CNH's New Holland Laverda combine harvester product line
        (excluding hillside models) and the Breganze, Italy facility in which
        they are made;

     -  Sale of CNH's New Holland Versatile, Genesis and G/70 series four-wheel
        and two-wheel drive tractor lines, together with the Winnipeg, Canada,
        plant in which they are made;

                                       F-23
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     -  Closure of CNH's administrative offices in Brentford, United Kingdom;

     -  Rationalization of the crawler excavator product line produced at the
        Crepy, France facility;

     -  Transfer production of the loader/backhoe product line produced at the
        Crepy, France facility to the Imola, Italy facility;

     -  Outsourcing of various components produced at the Burlington, Iowa
        facility; and

     -  Other actions which take into consideration duplicate capacity and other
        synergies including purchasing and supply chain management, research and
        development and selling, general and administrative functions related to
        CNH's operations.

     As management approves and commits CNH to a restructuring action, CNH
determines the assets that will be disposed in the restructuring actions and
calculates an impairment loss by writing down the assets to the lower of their
carrying amount or fair market value less the cost to sell. The fair market
value of the assets is determined as the amount at which the asset could be
bought or sold in a current transaction between willing parties. All of the
asset impairments recorded by CNH were related to assets to be disposed of, and
all of these assets have been disposed of at December 31, 2001. The impairment
charges amounted to $15 million and $19 million in 2001 and 2000, respectively.
Exit cost liabilities of $3 million and $60 million were accrued in 2001 and
2000, respectively. CNH utilized $37 million and $9 million of these exit cost
liabilities in 2001 and 2000, respectively. In addition, CNH reversed $15
million of these exit cost liabilities in 2001 to restructuring and other merger
related costs as the cost to exit certain facilities was lower than anticipated.
These activities are included within writedown of assets, loss on sale of assets
and business and costs related to closing/selling/downsizing existing facilities
on the accompanying tables.

     The other merger related costs of $15 million and $28 million for the years
ended December 31, 2001 and 2000, respectively, relate to incremental costs
incurred by CNH in conjunction with the merger integration activities at CNH.
These costs are classified as "Restructuring and other merger related costs" in
the accompanying statements of operations. These expenses consist primarily of
consulting expenses, systems integration expenses and employee relocation
expenses.

                                       F-24
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table sets forth the CNH activities for the years ended
December 31, 2000 and 2001, under the CNH Merger Integration Program (in
millions):
2000 ACTIVITY
                                           ---------------------------------------------------------------------
                                            BALANCE AT                                               BALANCE AT
                                           DECEMBER 31,                  RESERVES     CHANGES IN    DECEMBER 31,
                                               1999        ADDITIONS    UTILIZED*     ESTIMATES         2000
                                           ------------    ---------    ----------    ----------    ------------
Severance and other employee-related
  costs..................................      $--           $ 43         $ (31)         $ --           $12
Writedown of assets......................       --             12           (12)           --            --
Loss on sale of assets and businesses....       --              7            (7)           --            --
Cost related to
  closing/selling/downsizing existing
  facilities.............................       --             60            (9)           --            51
Other restructuring costs................       --              7            (1)           --             6
Other merger related costs...............       --             28           (28)           --            --
                                               ---           ----         -----          ----           ---
       Total restructuring...............      $--           $157         $ (88)         $ --           $69
                                               ===           ====         =====          ====           ===
2001 ACTIVITY
                                           ---------------------------------------------------------------------
                                            BALANCE AT                                               BALANCE AT
                                           DECEMBER 31,                  RESERVES     CHANGES IN    DECEMBER 31,
                                               2000        ADDITIONS    UTILIZED*     ESTIMATES         2001
                                           ------------    ---------    ----------    ----------    ------------
Severance and other employee-related
  costs..................................      $12           $ 74         $ (40)         $ --           $46
Cost related to
  closing/selling/downsizing existing
  facilities.............................       51             18           (52)          (15)            2
Other restructuring costs................        6             15            (2)           (3)           16
Other merger related costs...............       --             15           (15)           --            --
                                               ---           ----         -----          ----           ---
       Total restructuring...............      $69           $122         $(109)         $(18)          $64
                                               ===           ====         =====          ====           ===
------------
* Includes currency translation.

     The specific restructuring measures and associated estimated costs were
based on management's best business judgment under prevailing circumstances.
Management believes that the CNH Merger Integration Program reserve balance of
$64 million at December 31, 2001, is adequate to carry out the restructuring
activities as outlined above, and CNH anticipates that all actions will be
completed by December 31, 2002. Costs relating to the majority of these actions
will be expended through the third quarter of 2002. As prescribed under U.S.
GAAP, if future events warrant changes to the reserve, such adjustments will be
reflected in the applicable statements of operations as "Restructuring and other
merger related costs." CNH expects to fund the cash requirements of the CNH
Merger Integration Program with cash flows from operations and additional
borrowings under CNH's credit facilities.

NOTE 5: INVENTORIES

     Inventories consist of the following (in millions):
DECEMBER 31,
                                                                ------------------
                                                                 2001       2000
                                                                -------    -------
Raw materials...............................................    $   270    $   341
Work-in-process.............................................        244        301
Finished goods..............................................      1,690      1,732
                                                                -------    -------
  Total inventories.........................................    $ 2,204    $ 2,374
                                                                =======    =======
F-25
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6: PROPERTY, PLANT AND EQUIPMENT

     A summary of property, plant and equipment is as follows (in millions):
DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
Land, buildings and improvements............................    $   564    $   760
    Plant and machinery.........................................      1,678      1,529
    Other equipment.............................................        274        235
    Construction in progress....................................        145        177
                                                                    -------    -------
                                                                      2,661      2,701
    Accumulated depreciation....................................     (1,307)    (1,227)
                                                                    -------    -------
      Net property, plant and equipment.........................    $ 1,354    $ 1,474
                                                                    =======    =======
Depreciation expense totaled $207 million, $243 million and $141 million
for the years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 7: EQUIPMENT ON OPERATING LEASES

     A summary of Financial Services' equipment on operating leases is as
follows (in millions):
DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
Equipment on operating leases...............................    $   738    $   741
    Accumulated depreciation....................................       (126)       (98)
                                                                    -------    -------
      Net equipment on operating leases.........................    $   612    $   643
                                                                    =======    =======
Depreciation expense totaled $92 million, $78 million and $18 million for
the years ended December 31, 2001, 2000 and 1999, respectively.

     Lease payments owed to CNH for equipment under non-cancelable operating
leases as of December 31, 2001, are as follows (in millions):
AMOUNT
                                                      ------
2002..............................................     $118
2003..............................................       87
2004..............................................       43
2005..............................................       22
2006..............................................        5
2007 and thereafter...............................       --
                                                       ----
Total.............................................     $275
                                                       ====
F-26
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8: INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES

     A summary of investments in unconsolidated subsidiaries and affiliates is
as follows (in millions):
DECEMBER 31,
                                                                ------------
                                                                2001    2000
                                                                ----    ----
Investments using:
  Equity method.............................................    $249    $275
  Cost method...............................................      17       7
                                                                ----    ----
       Total................................................    $266    $282
                                                                ====    ====
At December 31, 2001, investments accounted for using the equity method
primarily include interests CNH has in various ventures in the United States,
Turkey, Mexico, Japan and Pakistan.

     In addition, CNH has various ownership interests in dealer development
companies. Dealer development companies are legal entities in North America
through which approved dealer candidates purchase a CNH dealership over a fixed
period of years.

NOTE 9: SHORT-TERM DEBT

     CNH has various lines of credit and liquidity facilities that include
borrowings under both committed credit facilities and uncommitted lines of
credit and similar agreements. CNH also has the ability to issue commercial
paper in the United States and Australia. Under the terms of CNH's commercial
paper programs, the principal amount of the commercial paper outstanding,
combined with the amounts outstanding under the committed credit facilities,
cannot exceed the total amount available under the committed credit facilities.

     CNH has historically obtained, and may continue to obtain, a significant
portion of its external financing from Fiat, on terms that CNH believes are at
least as favorable as those available from unaffiliated third parties. The debt
owed by CNH to Fiat is unsecured. In 2001, CNH paid a guarantee fee of between
0.0625% per annum and 0.125% per annum on the average amount outstanding under
facilities guaranteed by Fiat. Fiat has agreed to maintain its existing treasury
and debt financing arrangements with CNH for as long as it maintains control of
CNH and, in any event, until December 31, 2004. After that time, Fiat has
committed that it will not terminate CNH's access to these financing
arrangements without affording CNH an appropriate time period to develop
suitable substitutes.

                                       F-27
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes our credit facilities at December 31, 2001
(in millions):
MATURITY    AMOUNT    DRAWN     AVAILABLE    GUARANTOR
                                                   --------    ------    ------    ---------    ---------
Committed Lines
Revolving credit facility with third party.......     2005     $1,800    $    0     $1,800        Fiat
Revolving credit facility with Fiat affiliate....  2002-03      1,000     1,000          0
Revolving credit facility with third party.......     2004        500       500          0        Fiat
Credit facilities with third parties shared with
  some Fiat subsidiaries.........................  2002-03        420         0        420        Fiat
Credit facilities with third parties.............  2002-04        250         0        250        Fiat
Other committed lines............................  various        716       615        101
                                                               ------    ------     ------
  Total committed lines..........................               4,686     2,115      2,571
Uncommitted lines................................  various      1,556     1,286        270
Asset-backed commercial paper liquidity
  facilities.....................................               1,424       483        941
                                                               ------    ------     ------
  Total credit facilities........................              $7,666    $3,884     $3,782
                                                               ======    ======     ======
  Credit facilities with Fiat affiliates or
     guaranteed by Fiat affiliates...............  various     $3,970    $1,500     $2,470
A summary of short-term debt is as follows (in millions):
DECEMBER 31,
                                                                  ----------------
                                                                   2001      2000
                                                                  ------    ------
Equipment Operations
      Credit agreements*........................................  $  670    $  857
      Commercial paper..........................................      --       104
      Short-term debt with Fiat affiliates......................   1,373     1,568
      Short-term debt payable to Financial Services.............     344       195
                                                                  ------    ------
              Total short-term debt - Equipment Operations......   2,387     2,724
                                                                  ------    ------
    Financial Services
      Credit agreements*........................................     217       436
      Commercial paper..........................................      --       546
      Asset-backed commercial paper liquidity facility..........     483       200
      Short-term debt with Fiat affiliates......................     474       475
      Short-term debt payable to Equipment Operations...........     524       576
                                                                  ------    ------
              Total short-term debt - Financial Services........   1,698     2,233
                                                                  ------    ------
    Less intersegment short-term debt...........................    (868)     (771)
                                                                  ------    ------
    Total short-term debt.......................................  $3,217    $4,186
                                                                  ======    ======
------------
* The credit agreements for both Equipment Operations and Financial Services
  include borrowings under both committed credit facilities and uncommitted
  lines of credit and similar arrangements.

  The weighted-average interest rates on consolidated short-term debt at
December 31, 2001 and 2000, were 3.58% and 6.82%, respectively. The average rate
is calculated utilizing the actual rates at December 31, 2001 and 2000 weighted
by the amount of the outstanding borrowings of each debt instrument.

  Borrowings under nonaffiliated third party revolving credit facilities bear
interest at: (1) EURIBOR, plus an applicable margin; (2) LIBOR, plus an
applicable margin; or (3) banker's bills of acceptance rates, plus an applicable
margin.

                                       F-28
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The applicable margin on third party debt depends upon:

         -  the initial maturity of the facility/credit line;

         -  the rating of short-term/long-term unsecured debt at the time the
            facility/credit line is negotiated; in cases where Fiat provides a
            guarantee, the margin negotiated reflects Fiat's credit standing at
            the time the facility/credit line was arranged;

         -  the extent of overcollateralization, in the case of receivables
            warehouse facilities; and

         -  the level of availability of credit lines for CNH in different
            jurisdictions.

     The applicable margin for related party debt is based on Fiat intercompany
borrowing and lending rates applied to all of its affiliates. These rates are
determined by Fiat on the basis of its cost of funding for debt of different
maturities. As Fiat's creditworthiness has been consistently and significantly
better than that of CNH, the cost of the related party debt has been lower than
the corresponding rates that CNH could have been required to pay to unaffiliated
third parties providing similar financing arrangements.

     The range of applicable margins in 2001 has been between 0.25% and 1.21%.

     Borrowings against asset-backed commercial paper liquidity facilities bear
interest at prevailing commercial paper rates. Borrowings may be obtained in
U.S. Dollars and certain other foreign currencies. Certain of CNH's revolving
credit facilities contain contingent requirements in respect of the maintenance
of financial conditions and impose some restrictions in respect of new liens on
assets and changes in ownership of certain subsidiaries. At December 31, 2001,
CNH was in compliance with all debt covenants. The nonaffiliated third party
committed credit facilities generally provide for facility fees on the total
commitment, whether used or unused, and also provide for annual agency fees to
the administrative agents for the facilities.

                                       F-29
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10: LONG-TERM DEBT

     A summary of long-term debt is as follows (in millions):
DECEMBER 31,
                                                                    ------------------
                                                                     2001       2000
                                                                    -------    -------
Equipment Operations
    Public Notes:
      Payable in 2003, interest rate of 6.25%...................    $   279    $   291
      Payable in 2005, interest rate of 7.25%...................        248        273
      Payable in 2016, interest rate of 7.25%...................        275        288
    Third Party Secured Loans:
      Payable in 2007, interest rate of 3.91%...................        129         --
      Payable in 2007, interest rate of 3.92%...................         11         --
      Payable in 2008, interest rate of 3.85%...................         81         --
    Notes with Fiat affiliates:
      Payable in 2002, interest rate of 7.01%...................        600        600
      Payable in 2003, interest rate of 7.71%...................        400        400
      Payable in 2003, interest rate of 3.95%...................        199         --
      Payable in 2003, interest rate of 4.69%...................        200         --
      Payable in 2003, interest rate of 4.69%...................        100         --
      Payable in 2004, interest rate of 7.92%...................        400        400
      Payable in 2005, interest rate of 7.81%...................        600        600
      Payable in 2006, interest rate of 3.37%...................        450         --
      Payable in 2006, interest rate of 3.46%...................        550         --
      Other affiliated notes, weighted average interest rate of
        4.55% and 5.61%, respectively...........................        120        133
    Other debt..................................................        214         81
                                                                    -------    -------
                                                                      4,856      3,066
      Less-current maturities...................................       (637)      (124)
                                                                    -------    -------
             Total long-term debt -- Equipment Operations.......      4,219      2,942
                                                                    -------    -------
    Financial Services
    Public Notes:
      Payable in 2001, interest rate of 6.13%...................         --         99
      Payable in 2002, interest rate of 6.15% and 6.22%,
        respectively............................................        140        998
      Payable in 2003, interest rate of 6.13%...................        191        196
      Payable in 2007, interest rate of 6.75%...................        144        143
    Notes payable in 2002, interest rate of 2.48% and 6.17%,
      respectively..............................................         82         82
    Long-term portion of borrowings under committed revolving
      credit facility, weighted-average interest rate of 2.40%
      and 6.25%, respectively...................................        500        500
    Long-term debt with Fiat affiliates, weighted-average
      interest rate of 4.22% and 5.67%, respectively............        424        252
    Intersegment debt with Equipment Operations, interest rate
      of 3.86% and 6.54%, respectively..........................      1,112         14
    Other debt..................................................        309        203
                                                                    -------    -------
                                                                      2,902      2,487
      Less -- current maturities................................       (424)    (1,525)
                                                                    -------    -------
             Total long-term debt -- Financial Services.........      2,478        962
      Less long-term debt payable to Equipment Operations.......     (1,112)       (14)
                                                                    -------    -------
             Total long-term debt...............................    $ 5,585    $ 3,890
                                                                    =======    =======
F-30
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A summary of the minimum annual repayments of long-term debt, less current
maturities of long-term debt, as of December 31, 2001, are as follows (in
millions):
AMOUNT
                                                         ------
2003.................................................  $1,598
  2004.................................................   1,140
  2005.................................................     957
  2006.................................................   1,347
  2007 and thereafter..................................     543
                                                         ------
          Total........................................  $5,585
                                                         ======
In November 1997, CNH issued 10 billion Yen of medium-term notes maturing
in October 2002. The notes are guaranteed by a subsidiary of Fiat and bear
interest based upon the Japanese LIBOR rate. Simultaneously with the issuance of
the notes, CNH entered into an interest rate and currency swap that fixed the
amount payable at $82 million, on which interest is payable based on the U.S.
Dollar LIBOR rate. The interest rate at December 31, 2001 and 2000 is 2.48% and
6.17%, respectively.

NOTE 11: PRINCIPAL SHAREHOLDER'S ADVANCE TO CAPITAL

     On November 12, 1999, Fiat Netherlands Holding N.V., the majority
shareholder of CNH, contributed $1,400 million to CNH in the form of an advance
to capital to partially finance the merger of New Holland and Case. On June 30,
2000, Fiat Netherlands Holding N.V. received 127,918,782 CNH common shares, or
the number of shares that it could have purchased with $1,400 million at $10.94
per share, a price determined by averaging the daily closing prices (after
excluding the highest and lowest prices) of CNH common shares on the New York
Stock Exchange during the 20 trading days immediately preceding June 30, 2000.
The Board of Directors of CNH approved and CNH paid a discretionary return to
Fiat Netherlands Holding N.V. on its advance to capital of $56 million, an
annual rate of 6.25%.

NOTE 12: SHARE RIGHTS OFFERING

     Shareholders of record as of June 30, 2000 were eligible to purchase
1.2021154 shares for every one share of common stock that they owned at a price
of $10.94 per share. On August 11, 2000, CNH issued 30,048 common shares through
the share rights offering.

NOTE 13: SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

     As of December 31, 2001, CNH has 444,444,460 authorized common shares, of
which 277,683,830 shares were issued and 277,100,298 shares were outstanding. As
of December 31, 2001, CNH has 583,532 treasury shares which represent
cancellations of restricted shares under the CNH Equity Incentive Plan.

                                       F-31
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     During the last three years, changes in CNH common shares issued were as
follows:
YEAR ENDED DECEMBER 31
                                               ------------------------------
                                                 2001       2000       1999
                                               --------   --------   --------
                                               (SHARES ISSUED, IN THOUSANDS)
Issued as of beginning of year..............   277,684    149,660    149,000
Issuances of CNH Common Shares:
  CNH Equity Incentive Plan.................        --         75        660
  Conversion of advance to capital..........        --    127,919         --
  Share rights offering.....................        --         30         --
                                               -------    -------    -------
     Issued as of end of year...............   277,684    277,684    149,660
                                               =======    =======    =======
A dividend of $0.10 per common share, totaling $28 million, was declared
and paid during 2001. Dividends of $0.55 per common share, totaling $82 million,
were declared and paid in each of the years 2000 and 1999.

     ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The components of accumulated other comprehensive income (loss) are as
follows (in millions):
DECEMBER 31,
                                                              --------------
                                                              2001     2000
                                                              -----    -----
Cumulative translation adjustment.........................    $(507)   $(398)
Minimum pension liability adjustment, net of taxes ($89
  million and $0, respectively)...........................     (119)      (1)
Deferred gains (losses) on derivative financial
  instruments, net of taxes ($12 million and $0,
  respectively)...........................................      (20)      --
                                                              -----    -----
     Total................................................    $(646)   $(399)
                                                              =====    =====
CNH OUTSIDE DIRECTORS' COMPENSATION PLAN

     In 1999, CNH established the CNH Global N.V. Outside Directors'
Compensation Plan ("CNH Directors' Plan"). As amended, the CNH Directors' Plan
provides for (1) the payment of an annual retainer fee and committee chair fee
(collectively, the "Annual Fees") to independent outside members of the Board in
the form of common shares of CNH; (2) an annual grant of options to purchase
common shares of CNH; (3) an opportunity to receive up to 50% of their Annual
Fees in cash; and (4) an opportunity to convert all or a portion of their Annual
Fees into stock options. The exercise prices of all options granted under the
CNH Directors' Plan are equal to or greater than the fair market value of CNH
common shares on the respective grant dates. There are one million common shares
reserved for issuance under this plan. Exercise prices for options outstanding
under the CNH Directors' Plan at December 31, 2001 ranged from $5.25 to $15.41.
The remaining weighted average contractual life of the options issued pursuant
to the CNH Directors' Plan is approximately nine years. As of December 31, 2001,
there were 758,429 common shares available for issuance

                                       F-32
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

under the CNH Directors' Plan. During the last three years, changes in shares
subject to issuance under stock option were as follows:
FOR THE YEARS ENDED DECEMBER 31,
                                         -----------------------------------------------------------
                                                2001                 2000                1999
                                         ------------------   ------------------   -----------------
                                                   EXERCISE             EXERCISE            EXERCISE
                                         SHARES     PRICE*    SHARES     PRICE*    SHARES    PRICE
                                         -------   --------   -------   --------   ------   --------
Outstanding at beginning of year.......  120,757    $11.85     18,750    $15.41        --       N/A
  Granted..............................  142,277      6.04    102,007     11.19    18,750    $15.41
  Forfeited............................  (21,463)    12.09         --       N/A        --       N/A
                                         -------              -------              ------
Outstanding at end of year.............  241,571      8.40    120,757     11.85    18,750     15.41
                                         =======              =======              ======
Exercisable at end of year.............  159,071      7.73     64,507     10.72        --       N/A
                                         =======              =======              ======
------------
* Weighted-average

     The following table summarizes the outstanding stock options at December
31, 2001:
OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                                        -----------------------------------------   ----------------------
                                          SHARES      WEIGHTED AVERAGE   EXERCISE     SHARES      EXERCISE
RANGE OF EXERCISE PRICE                 OUTSTANDING   CONTRACTUAL LIFE    PRICE*    EXERCISABLE    PRICE*
-----------------------                 -----------   ----------------   --------   -----------   --------
$ 5.25- 8.00..........................    142,277        9.5 years        $ 6.04      104,777      $ 6.20
$ 8.01-11.25..........................     42,333        8.6 years        $10.28       42,333      $10.28
$11.26-15.41..........................     56,961        8.3 years        $12.92       11,961      $12.13
------------
* Weighted-average

     CNH EQUITY INCENTIVE PLAN

     In 1999, CNH established the CNH Equity Incentive Plan ("CNH EIP"). As
amended, the CNH EIP provides for grants of various types of awards to officers
and employees of CNH and its subsidiaries. There are 28 million common shares
reserved for issuance under this plan. Certain options vest ratably over three
or four years from the award date, while certain performance-based options vest
subject to the attainment of specified performance criteria. Such
performance-based options vest no later than seven years from the award date.
All options expire after ten years. As of December 31, 2001, there were two
separate awards of options under the CNH EIP with exercise prices of $6.34 and
$13.77 that had remaining weighted average contractual lives of approximately
ten and eight years, respectively. Prior to 2001, the exercise prices of all
options granted under the CNH EIP were equal to or greater than the fair market
value of CNH common shares on the respective grant dates. During 2001, CNH
granted stock options with an exercise price less than the quoted market price
of CNH stock at the date of grant. The 2001 exercise price was based upon the
average official price on the New York Stock Exchange during the thirty-day
period preceding the date of grant. The $3,729,600 of compensation cost related
to the 2001 award has been deferred and is being charged to expense over the
four-

                                       F-33
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

year service period of the related options. During the last three years, changes
in shares subject to issuance under stock option were as follows:
FOR THE YEARS ENDED DECEMBER 31,
                                  -------------------------------------------------------------------
                                          2001                   2000                    1999
                                  --------------------   ---------------------   --------------------
                                              EXERCISE                EXERCISE               EXERCISE
                                   SHARES      PRICE*      SHARES      PRICE*     SHARES      PRICE
                                  ---------   --------   ----------   --------   ---------   --------
Outstanding at beginning of
  year..........................  5,201,937    $13.77     5,291,050    $13.77           --       N/A
  Granted.......................  5,328,000      6.34     2,299,500     13.77    5,291,050    $13.77
  Forfeited.....................   (994,025)    12.75    (2,388,613)    13.77           --       N/A
                                  ---------              ----------              ---------
Outstanding at end of year......  9,535,912      9.73     5,201,937     13.77    5,291,050     13.77
                                  =========              ==========              =========
Exercisable at end of year......  1,777,927     13.77       621,168     13.77           --       N/A
                                  =========              ==========              =========
---------------
* Weighted-average

     Under the CNH EIP, shares may also be granted as restricted shares. CNH
establishes the period of restriction for each award and holds the stock during
the restriction period. Certain restricted shares vest over six months to seven
years, while certain performance-based restricted shares vest subject to the
attainment of specified performance criteria. Such performance-based restricted
shares vest no later than seven years from the award date. For the years ended
December 31, 2000 and 1999, 75,000 and 660,000 restricted shares, respectively,
were awarded at no cost to employees, at weighted-average values of $12.81 and
$11.94, respectively. No restricted shares were awarded during 2001. At December
31, 2001, restricted common shares outstanding totaled 33,600 shares.

     As of December 31, 2001, there were 18,312,620 common shares available for
issuance under the CNH EIP.

     FIAT STOCK OPTION PROGRAM

     Certain employees of CNH are eligible to participate in stock option plans
of Fiat ("Fiat Plans") whereby participants are granted options to purchase
ordinary shares of Fiat ("Fiat Shares"). The number of options granted to CNH
employees to purchase Fiat Shares was 222,000, 67,500 and 23,000 for the years
ended December 31, 2001, 2000 and 1999, respectively. The exercise price, as
determined by the average official price of Fiat Shares on the Italian Stock
Exchange during the twenty-day period preceding the date of grant, was E28.45,
E30.63 and E18.00 for the options granted under the Fiat Plans in 2001, 2000 and
1999, respectively. These exercise prices as compared to the actual prices of
Fiat Shares on the date of grant of E29.30, E33.46 and E18.06 in 2001, 2000 and
1999, respectively, were not significantly different and did not result in a
material amount of compensation expense under these plans. The 2001 and 2000
options vest ratably over a four year period and 1999 options vest ratably over
a three year period. All options under the Fiat Plans expire eight years after
the grant date.

     SFAS NO. 123 DISCLOSURE

     CNH has retained the intrinsic value method of accounting for stock-based
compensation in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." For disclosure purposes only under
SFAS No. 123, "Accounting for Stock-Based Compensation," the Black-Scholes
pricing model was used to calculate the "fair value" of stock options. Based on
this model, the weighted-average fair values of stock options awarded during
2001 were $2.48 and $2.94 per option for the CNH Directors' Plan and the CNH
EIP, respectively. Based on this model, the weighted-average fair values

                                       F-34
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of stock options awarded during 2000 were $4.83 and $3.43 per option for the CNH
Directors' Plan and the CNH EIP, respectively. The weighted-average fair values
of stock options awarded during 1999 were $5.12 and $3.58 per option for the CNH
Directors' Plan and the CNH EIP, respectively.

     Pro forma net income (loss) and earnings (loss) per share assuming the fair
value of accounting for stock-based compensation as prescribed under SFAS No.
123, are as follows:
2001     2000    1999
                                           ------   ------   -----
Net income (loss) to common (in
  millions):
  As reported............................  $ (332)  $ (381)  $ 148
  Pro Forma..............................  $ (336)  $ (384)  $ 148
Net income (loss) to common assuming
  dilution* (in millions):
  As reported............................  $ (332)  $ (381)  $ 160
  Pro Forma..............................  $ (336)  $ (384)  $ 160
Basic earnings (loss) per share:
  As reported............................  $(1.20)  $(1.79)  $0.99
  Pro Forma..............................  $(1.21)  $(1.80)  $0.99
Diluted earnings (loss) per share:
  As reported............................  $(1.20)  $(1.79)  $0.97
  Pro Forma..............................  $(1.21)  $(1.80)  $0.97
------------
* No effect in 2001 and 2000 as impact is antidilutive.

     The weighted-average assumptions used under the Black-Scholes pricing model
were as follows:
CNH
                                                    DIRECTORS'    CNH
                                                       PLAN       EIP
                                                    ----------    ----
2001 Assumptions:
  Risk-free interest rate.......................        4.3%       4.1%
  Dividend yield................................        1.5%       1.5%
  Stock price volatility........................       47.0%      47.0%
  Option life (years)...........................        5.0        4.5
2000 Assumptions:
  Risk-free interest rate.......................        5.1%       5.1%
  Dividend yield................................        0.9%       0.9%
  Stock price volatility........................       46.0%      46.0%
  Option life (years)...........................        5.0        5.0
1999 Assumptions:
  Risk-free interest rate.......................        6.3%       6.5%
  Dividend yield................................        4.0%       4.0%
  Stock price volatility........................       43.0%      43.0%
  Option life (years)...........................        5.0        5.4
NOTE 14: ACCOUNTS AND NOTES RECEIVABLE

        Wholesale notes and accounts arise primarily from the sale of wholegoods
to dealers and distributors. Under the standard terms of the wholesale
receivable agreements, these receivables typically have interest-free periods of
up to twelve months and stated original maturities of up to twenty-four months,
with repayment accelerated upon the sale of the underlying equipment by the
dealer. After the expiration of any interest-free

                                       F-35
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

period, interest is charged to dealers on outstanding balances until payment is
received by CNH. The interest-free periods are determined based on the type of
equipment sold and the time of year of the sale. Interest rates are set based on
market factors and the prime rate or LIBOR. CNH evaluates and assesses dealers
on an ongoing basis as to their creditworthiness.

     CNH provides and administers financing for retail purchases of new and used
equipment sold through its dealer networks. CNH purchases retail installment
sales, loan and finance lease contracts from its dealers. The terms of retail
and other notes and finance leases generally range from two to six years, and
interest rates on retail and other notes and finance leases vary depending on
prevailing market interest rates and certain incentive programs offered by CNH.

     A summary of accounts and notes receivables is as follows (in millions):
DECEMBER 31,
                                                              -----------------
                                                               2001      2000
                                                              -------   -------
Wholesale notes and accounts................................  $ 2,734   $ 2,096
Retail and other notes and finance leases...................    3,026     3,461
Other.......................................................      700       862
                                                              -------   -------
     Total receivables......................................    6,460     6,419
Less -- Allowance for doubtful accounts.....................     (300)     (269)
Less -- Current portion.....................................   (4,010)   (3,637)
                                                              -------   -------
     Total long-term receivables, net.......................  $ 2,150   $ 2,513
                                                              =======   =======
Maturities of long-term receivables as of December 31, 2001, are estimated
as follows (in millions):
AMOUNT
                                                              ------
2003........................................................  $  827
2004........................................................     575
2005........................................................     370
2006........................................................     205
2007 and thereafter.........................................     173
                                                              ------
     Total long-term receivables, net.......................  $2,150
                                                              ======
It has been CNH's experience that substantial portions of retail
receivables are repaid before their contractual maturity dates. As a result, the
above table is not to be regarded as a forecast of future cash collections.

     Wholesale, retail and finance lease receivables have significant
concentrations of credit risk in the agricultural and construction business
sectors, 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.

     WHOLESALE RECEIVABLES SECURITIZATIONS

     CNH sells wholesale receivables on a revolving basis to privately
structured securitization facilities. The receivables are initially sold to
wholly-owned bankruptcy remote special purpose entities ("SPEs"), which are
consolidated by CNH, but legally isolate the receivables from the creditors of
CNH. These transactions are utilized as an alternative to the issuance of debt
and allow CNH to realize a lower cost of funds due to the asset-backed nature of
the receivables and the credit enhancements offered to investors.

                                       F-36
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Upon the sale of additional receivables, receivables are removed from the
balance sheet and proceeds are received for the difference between the
receivables sold and the undivided interests in receivables that are required to
be retained by CNH. In the event of a reduction in the receivables pool sold
caused by charge-offs, the investors in the facility have recourse against our
retained interests in the sold receivables. These retained interests fluctuate
with the size of the sold portfolio as they are specified as percentages of the
sold receivables. Investors have no recourse to CNH in excess of these retained
interests. CNH continues to service the sold receivables and receives a fee,
which approximates the fair value of the servicing obligation.

     These facilities consist of a 364-day, $400 million facility that is
renewable annually (most recently in March 2002) at the sole discretion of the
purchasers, a seven-year committed, $650 million non-renewable facility that
expires in October 2003 and a 364-day, C$325 million facility that is renewable
annually (most recently in April 2002) upon agreement of the parties. At
December 31, 2001, $1,037 million and C$303 million were outstanding under these
facilities.

     At December 31, 2001, $1,037 million and C$303 million were outstanding
under these facilities, consisting of $1,208 million and C$361 million of
wholesale receivables sold less CNH's retained undivided interests of $171
million and C$58 million. At December 31, 2000, $1,050 million and C$250 million
were outstanding under these facilities, consisting of $1,279 million and C$343
million of wholesale receivables sold less CNH's retained undivided interests of
$229 million and C$93 million. The retained interests provide recourse to
investors in the event of default and are recorded at cost, which approximates
fair value due to the short-term nature of the receivables, in "Accounts and
notes receivable" in the accompanying consolidated balance sheets.

     The cash flows between CNH and the facilities in 2001 and 2000 included:
UNITED STATES         CANADA
                                                     ----------------    ------------
                                                      2001      2000     2001    2000
                                                     ------    ------    ----    ----
Proceeds from new securitizations..................  $  115    $  195    $ 75    $150
Repurchase of receivables..........................     128        80      22      50
Proceeds from collections reinvested in the
  facilities.......................................   3,046     1,794     810     374
In addition to the securitizations described above, certain foreign
subsidiaries of CNH securitized or discounted receivables without recourse. For
the year ended December 31, 2001, $134 million of wholesale receivables were
sold of which $60 million remained outstanding under these programs. For the
year ended December 31, 2000, $489 million of wholesale receivables were sold of
which $187 million remained outstanding under these programs. CNH records a
discount each time receivables are sold to the counterparties in the facilities.
This discount, which reflects the difference between interest income earned on
the receivables sold and interest expense paid to investors in the facilities,
along with related transaction expenses, is computed at the then prevailing
market rates as stated in the sale agreement.

     At December 31, 2001 and 2000, certain subsidiaries of CNH sold with
recourse wholesale receivables totaling $530 million and $218 million,
respectively. The receivables sold are recorded in "Wholesale notes and
accounts" in the preceding summary of accounts and notes receivable and the
proceeds received from the sales are recorded as short-term debt as the
transactions do not meet the criteria for derecognition in a transfer of
financial assets.

     RETAIL RECEIVABLES SECURITIZATIONS

     In CNH's receivable asset securitization program, retail finance
receivables are sold by its wholly owned subsidiaries, Case Credit Corporation
and New Holland Credit Company, to limited purpose, bankruptcy-remote,
consolidated subsidiaries of CNH. In turn, these subsidiaries establish separate
trusts to which they

                                       F-37
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transfer the receivables in exchange for the proceeds from asset-backed
securities issued by the trusts. The trusts activities are limited to acquiring
the receivables, issuing asset-backed securities and making payments on the
securities.

     Due to the nature of the assets held by the trusts and the limited nature
of each trust's activities they are each classified as a qualifying special
purpose entity ("QSPE") under SFAS No. 14, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." In accordance
with SFAS No. 140, assets and liabilities of the QSPEs are not consolidated in
the Company's consolidated balance sheets.

     No recourse provisions exist that allow holders of the QSPEs' asset-backed
securities to put those securities back to CNH. Moreover, CNH does not guarantee
any securities issued by the QSPEs. CNH's exposure related to these QSPEs is
limited to the cash deposits held for the benefit of the QSPEs' investors and
the retained interests in the QSPEs, all of which are reported in CNH's
Consolidated Balance Sheets. The retained interests are generally subject to
similar prepayment and credit loss risks as the ownership of the underlying
receivables sold to the trusts. The QSPEs have a limited life and generally
terminate upon final distribution of amounts owed to investors or upon exercise
of a cleanup-call option by CNH, in its role as Servicer, when the servicing of
the sold contracts becomes burdensome. The QSPEs do not own stock of CNH or any
of its affiliates.

     CASE CREDIT CORPORATION

     Case Credit Corporation securitized retail notes with a net principal value
of $2.1 billion and $2.6 billion in 2001 and 2000, respectively. In 2001, $1.2
billion of the receivables sold were originated by Case Credit Corporation and
$0.9 billion were originated and sold to Case Credit Corporation at fair value
by New Holland Credit Company and New Holland Credit Company Canada, wholly
owned subsidiaries of CNH Global N.V. In 2000, $1.6 billion of the receivables
sold were originated by Case Credit Corporation and $1.0 billion were originated
and sold to Case Credit Corporation at fair value by New Holland Credit Company
and New Holland Credit Company Canada, wholly owned subsidiaries of CNH Global
N.V.

     CNH recognized gains on the sales of these receivables of $87 million and
$61 million in 2001 and 2000, respectively. These gains were calculated based on
comparing the fair value of the net proceeds received from the sale to the
allocated carrying value of assets sold. The allocated carrying value of assets
sold is determined by allocating the previous carrying amount of these assets to
the assets sold and the retained interests based on their relative fair values.

     In conjunction with these sales, Case Credit Corporation retains certain
interests in the sold receivables including interest-only strips, subordinated
tranches of ABS securities issued ("ABS certificates"), rights to service the
sold receivables and cash reserve accounts held in escrow. ABS certificates are
classified as held to maturity securities as they are not subject to prepayment
risk. These certificates are initially recorded at their allocated carrying
value as a component of "Other assets" in the accompanying consolidated balance
sheets. All other retained interests are also initially recorded at their
allocated carrying value as "Accounts and notes receivables" in the accompanying
balance sheets.

     Cash reserve accounts are created through the reduction of proceeds
received by Case Credit Corporation from sales to provide security to investors
in the event that cash collections from the receivables are not sufficient to
remit principal and interest payments on the securities. In 2001 and 2000, the
creation of new cash reserve accounts reduced proceeds from the sales of retail
receivables by $45 million and $57 million, respectively. Total cash reserve
escrow account balances were $172 million and $194 million at December 31, 2001
and 2000, respectively. Interest-only strips represent Case Credit Corporation's
retained interest in the interest collected on the securitized receivables in
excess of the interest paid to investors in the asset-backed

                                       F-38
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

securities. The fair value of the interest-only strip component of the retained
interests is determined based on the present value of future expected cash
flows. The key assumptions used in the present value calculations are credit
loss, prepayment and interest rates. These assumptions represent management's
best estimates of these rates based on current market conditions. As an
additional form of credit enhancement to investors, Case Credit Corporation
incurred a recourse liability of up to $19 million, which obligates Case Credit
Corporation to fund shortfalls in collections related to one of the
securitizations completed in 2000. No such form of credit enhancement to
investors was incurred related to securitizations completed in 2001.

     CNH services all securitized receivables and is entitled to receive a 1.00%
annual servicing fee as compensation for these services. Beginning in the third
quarter of 1999, CNH determined that this servicing fee exceeds the fair value
of the services provided and began to record a servicing asset. Servicing assets
recorded were $19 million and $18 million for 2001 and 2000, respectively, and
are included in "Finance and interest income" in the accompanying statements of
operations. These assets are amortized over the period in which CNH earns the
related servicing fees. Amortization of servicing assets was $14 million and $8
million in 2001 and 2000, respectively. The amortization is included in "Finance
and interest income" in the accompanying statements of operations. Total
servicing assets equaled $23 million and $18 million, which approximates fair
value at December 31, 2001 and 2000, respectively. The fair value of the
servicing asset is determined by discounting future cash flows based on current
discount and prepayment rate assumptions.

     Case Credit Corporation stratifies its servicing assets based on geographic
location and original term. As a result, Case Credit Corporation has two
categories of servicing assets as of December 31, 2001 and 2000. One category
consists of serviced assets located in the United States with 3 to 5 year
original terms, which amounted to $20 million and $15 million as of December 31,
2001 and 2000, respectively. The other category consists of serviced assets
located in Canada with 3 to 5 year original terms, which amounted to $3 million
as of December 31, 2001 and 2000.

     Case Credit Corporation is required to remit the cash collected on the
serviced portfolio to the investors within two business days. At December 31,
2001 and 2000, $26 million and $17 million, respectively, of unremitted cash
payable is included in "Accounts payable" in the accompanying balance sheets.

     Weighted average assumptions utilized in measuring the initial fair value
of retained interests for securitizations completed during 2001 and 2000 were as
follows:
U.S.             CANADA
                                                            --------------    --------------
                                                            2001     2000     2001     2000
                                                            -----    -----    -----    -----
Constant prepayment rate................................    17.00%   17.00%   20.00%   20.00%
Annual credit loss rate.................................     0.87%    0.66%    1.00%    0.56%
Discount rate...........................................     3.75%    6.91%    3.87%    6.18%
Weighted average maturity in months.....................       22       23       21       19
Case Credit Corporation monitors the fair value of its retained interests
outstanding each period by discounting expected future cash flows based on
similar assumptions. The fair value is compared to the carrying value of the
retained interest and any excess of carrying value over fair value results in an
adjustment to the asset with a corresponding offset to earnings. These
differences are recorded in earnings as they are deemed to be unrecoverable.
Case Credit Corporation reduced the value of its retained interests by $76
million and $25 million in 2001 and 2000, respectively, based on this analysis,
with an expense charged to "Selling, general and administrative" expense in the
accompanying statements of operations. The primary cause of this reduction was
the continued increase in credit losses recognized related to sold notes and the
increase in the assumption used to estimate future credit losses.

                                       F-39
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Total losses incurred on CNH's serviced portfolio were $135 million and
$128 million in 2001 and 2000, respectively. The principal balance of accounts
with payments greater than 30 days delinquent was $343 million and $434 million,
which represented 7.7% and 8.2% of CNH's managed retail and other notes and
finance leases at December 31, 2001 and 2000, respectively.

     The significant assumptions used in estimating the fair values of retained
interests from sold receivables and the sensitivity of the current fair value to
immediate 10% and 20% adverse changes at December 31, 2001 and 2000 are as
follows:

      UNITED STATES

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)
2001                             2000
                                      ------------------------------   ------------------------------
                                      DECEMBER 31,                     DECEMBER 31,
                                          2001        10%      20%         2000        10%      20%
                                       ASSUMPTION    CHANGE   CHANGE    ASSUMPTION    CHANGE   CHANGE
                                      ------------   ------   ------   ------------   ------   ------
Constant prepayment rate............      17.00%      $0.4    $ 0.9        17.00%      $0.4     $1.0
Annual credit loss rate.............       1.48%      $6.4    $12.6         0.60%      $2.7     $5.3
Discount rate.......................       3.12%      $0.0    $ 0.1         6.89%      $0.8     $1.7
Weighted-average remaining
  maturity..........................  17 months                        18 months
RECEIVABLES SECURITIZED IN
                                                                ----------------------------
                                                                1998    1999    2000    2001
                                                                ----    ----    ----    ----
Actual and expected static pool losses as of December 31,
  2001......................................................    2.71%   3.31%   2.43%   1.32%
Actual and expected static pool losses as of December 31,
  2000......................................................    2.09%   1.61%   1.11%
CANADA

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)
2001                                2000
                                 --------------------------------    --------------------------------
                                 DECEMBER 31,                        DECEMBER 31,
                                     2001         10%       20%          2000         10%       20%
                                  ASSUMPTION     CHANGE    CHANGE     ASSUMPTION     CHANGE    CHANGE
                                 ------------    ------    ------    ------------    ------    ------
Constant prepayment rate.....        20.00%       $0.2      $0.3         20.00%       $0.2      $0.6
Annual credit loss rate......         1.10%       $0.8      $1.5          0.55%       $0.3      $0.6
Discount rate................         3.97%       $0.0      $0.0          6.15%       $0.1      $0.2
Weighted-average remaining
  maturity...................    16 months                           17 months
RECEIVABLES SECURITIZED IN
                                                                ----------------------------
                                                                1998    1999    2000    2001
                                                                ----    ----    ----    ----
Actual and expected static pool losses as of December 31,
  2001......................................................    1.48%   2.50%   1.03%   1.65%
Actual and expected static pool losses as of December 31,
  2000......................................................     .93%   1.10%    .82%
Static pool losses are calculated by summing the actual and projected
future credit losses and dividing them by the original balance of each pool of
assets securitized. Weighted average remaining maturity

                                       F-40
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

represents the weighted average number of months that the current collateral
balance is expected to remain outstanding.

     The changes shown above are hypothetical. They are computed based on
variations of individual assumptions without considering the interrelationship
between these assumptions. As a change in one assumption may affect the other
assumptions, the magnitude of the impact on fair value of actual changes may be
greater or less than those illustrated above. These changes are based on a
balance of securitized receivables outstanding as of December 31, 2001 and 2000
of $3.8 billion and $4.0 billion, respectively.

     Case Credit Corporation's cash flows related to securitization activities
for 2001 and 2000 can be summarized as follows (in millions):
DECEMBER 31,
                                                             ----------------
                                                              2001      2000
                                                             ------    ------
Proceeds from new retail securitizations.................    $2,070    $2,560
Servicing fees received(1)...............................    $   22    $   28
Cash received on other retained interests................    $   46    $   50
Net cash paid on closed deals(2).........................    $   96    $  123
------------
(1) Does not reflect servicing fees earned in Canada as CNH is paid for these
    services if there are residual funds available when the Trusts are
    liquidated.

(2) Includes cash paid to repurchase receivables, net of returns of investments
    in retained interests.

     NEW HOLLAND CREDIT COMPANY

     During 1999, CNH consummated its first securitization of retail notes
originated by New Holland Credit Company. As a result of the transaction, $1.1
billion of retail notes were sold and CNH recorded a gain on the sale of
approximately $27 million, and such gain was recorded in "Finance and interest
income" in the accompanying statements of operations.

     The significant assumptions used in estimating the fair values of retained
interests from sold receivables and the sensitivity of the current fair value to
immediate 10% and 20% adverse changes at December 31, 2000 are as follows:

           IMPACT ON FAIR VALUE (IN MILLIONS UNLESS STATED OTHERWISE)
2001                                2000
                                 --------------------------------    --------------------------------
                                 DECEMBER 31,                        DECEMBER 31,
                                     2001         10%       20%          2000         10%       20%
                                  ASSUMPTION     CHANGE    CHANGE     ASSUMPTION     CHANGE    CHANGE
                                 ------------    ------    ------    ------------    ------    ------
Constant prepayment rate.....        17.00%       $0.0      $0.0         17.00%       $0.0      $0.1
Annual credit loss rate......         0.59%       $0.1      $0.2          0.60%       $0.4      $0.7
Discount rate................         3.12%       $0.0      $0.0          6.89%       $0.1      $0.1
Weighted-average remaining
  maturity...................    12 months                           15 months
RECEIVABLES SECURITIZED IN
                                                                --------------------------
                                                                           1999
                                                                           ----
Actual and expected static pool losses as of December 31,
  2001......................................................               1.64%
Actual and expected static pool losses as of December 31,
  2000......................................................               1.13%
F-41
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The changes shown above are hypothetical. They are computed based on
variations of individual assumptions without considering the interrelationship
between these assumptions. As a change in one assumption may affect the other
assumptions, the magnitude of the impact on fair value of actual changes may be
greater or less than those illustrated above. These changes are based on a
balance of securitized receivables outstanding as of December 31, 2001 and 2000
of $0.3 billion and $0.6 billion, respectively.

     New Holland Credit Company's cash flows related to securitization
activities for 2001 and 2000 can be summarized as follows (in millions):
DECEMBER 31,
                                                                --------------
                                                                2001      2000
                                                                ----      ----
Servicing fees received(1)..................................     $2        $4
Cash received on other retained interests...................     $3        $9
------------
(1) Does not reflect servicing fees earned in Canada as CNH is paid for these
    services if there are residual funds available when the Trusts are
    liquidated.

NOTE 15: FINANCIAL INSTRUMENTS

     FAIR MARKET VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair market values of financial instruments that do not
approximate their carrying values in the financial statements are as follows (in
millions):
DECEMBER 31,
                                                      ----------------------------------------
                                                             2001                  2000
                                                      ------------------    ------------------
                                                      CARRYING     FAIR     CARRYING     FAIR
                                                       AMOUNT     VALUE      AMOUNT     VALUE
                                                      --------    ------    --------    ------
Accounts and notes receivable, net................     $6,160     $6,191     $6,150     $6,191
Long-term debt....................................     $5,585     $5,704     $3,890     $3,576
The fair value of accounts and notes receivable was based on discounting
the estimated future payments at prevailing market rates. The fair value, which
approximates carrying value, of the interest only strip component of CNH's
accounts and notes receivables was based on loss, prepayment and interest rate
assumptions approximating those currently experienced by CNH. The carrying
amounts of ABS certificates and certificates of deposit approximate their fair
value. The fair value of fixed-rate, long-term debt was based on both quoted
prices and the market value of debt with similar maturities and interest rates;
the carrying amount of floating-rate, long-term debt was assumed to approximate
its fair value. As derivatives are recorded at fair market value on the balance
sheet, the carrying amounts and fair market values are equivalent for CNH's
foreign exchange forward contracts, currency options, interest rate swaps and
interest rate caps.

     DERIVATIVES

     CNH utilizes derivative instruments to mitigate its exposure to interest
rate and foreign currency exposures. Derivatives used as hedges are effective at
reducing the risk associated with the exposure being hedged and are designated
as a hedge at the inception of the derivative contract. CNH does not hold or
issue such instruments for trading purposes. The credit and market risk under
these agreements is reduced through diversification among counterparties with
high credit ratings. These counterparties include certain Fiat subsidiaries.

                                       F-42
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     FOREIGN EXCHANGE CONTRACTS

     CNH has entered into foreign exchange forward contracts, swaps, and options
in order to manage and preserve the economic value of cash flows in
non-functional currencies. CNH conducts its business on a multinational basis in
a wide variety of foreign currencies and hedges foreign currency exposures
arising from various receivables, liabilities and expected inventory purchases.
Derivative instruments which are utilized to hedge the foreign currency risk
associated with anticipated inventory purchases in foreign currencies are
designated as cash flow hedges. Gains and losses on these instruments, to the
extent that they have been effective, are deferred in other comprehensive loss
and recognized in earnings when the related inventory is sold. Ineffectiveness
recognized related to these hedge relationships was not significant. The
maturity of these instruments does not exceed 12 months and the net of tax
losses deferred in other comprehensive income to be recognized in earnings over
the 12 months ended December 31, 2002 are insignificant. The effective portion
of changes in the fair value of the derivatives are recorded in other
comprehensive income and are recognized in the statement operations when the
hedge item affects earnings.

     CNH has also designated certain forwards and swaps as fair value hedges of
certain short-term receivables and liabilities denominated in foreign
currencies. The effective portion of the fair value gains or losses on these
instruments are reflected in earnings and are offset by fair value adjustments
in the underlying foreign currency exposures. Ineffectiveness related to these
hedge relationships was not material.

     Options and forwards not designated as hedging instruments are also used to
hedge the impact of variability in exchange rates on foreign operational cash
flow exposures. The changes in the fair values of these instruments are
recognized directly in earnings, and are expected to generally offset the
foreign exchange gains or losses on the exposures being managed, although the
gain or loss on the exposure being hedged may be recorded in a different period
than the gains or losses on the derivative instruments.

     INTEREST RATE DERIVATIVES

     CNH has entered into interest rate swaps agreements in order to manage
interest rate exposures arising in the normal course of business for Financial
Services. Interest rate swaps that have been designated in cash flow hedging
relationships are being used by CNH to mitigate the risk of rising interest
rates related to the anticipated issuance of short-term LIBOR based debt in
future periods. Gains and losses on these instruments, to the extent that the
hedge relationship has been effective, are deferred in other comprehensive
income and recognized in interest expense over the period in which CNH
recognizes interest expense on the related debt. Ineffectiveness recognized
related to these hedge relationships was not significant and is recorded in
"other, net" in the accompanying statements of operations. The maximum length of
time over which CNH is hedging its interest rate exposure through the use of
derivative instruments designated in cash flow hedge relationships is 48 months,
and CNH expects approximately $13 million net of tax losses deferred in other
comprehensive income to be recognized in earnings over the 12 months ended
December 31, 2002.

     Interest rate swaps that have been designated in fair value hedge
relationships are being used by CNH to mitigate the risk of reductions in the
fair value of existing fixed rate long term bonds and medium-term notes due to
decreases in LIBOR based interest rates. This strategy is used mainly for the
interest rate exposures for Equipment Operations. Gains and losses on these
instruments are reflected in interest expense in the period in which they occur
and an offsetting gain or loss is also reflected in interest expense based on
changes in the fair value of the debt instrument being hedged due to changes in
LIBOR based interest rates. There was no ineffectiveness as a result of fair
value hedge relationships in 2001.

     CNH enters into forward starting interest rate swaps as hedges of the gains
that are recognized upon the sale of receivables in ABS transactions as
described in Note 14, "Accounts and Notes Receivable." These instruments protect
the Company from rising interest rates, which impact the rates paid on the
securities issued to investors in connection with these transactions. The
changes in the fair market value of these

                                       F-43
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

instruments are highly correlated to changes in the fair value of the
anticipated cash flows from the securities to be issued. Gains and losses are
deferred in other comprehensive income and recognized in "Finance and interest
income" in the accompanying statements of operations at the time of the ABS
issuance. Ineffectiveness of these hedge relationships was not significant in
2001.

     CNH also utilizes both back-to-back interest rate swaps and back-to-back
interest rate caps that are not designated in hedge relationships. Unrealized
and realized gains and losses resulting from fair value changes in these
instruments are recognized directly in earnings. These instruments are used to
mitigate interest rate risk related to the Company's asset-backed commercial
paper facility and various limited purpose business trusts associated with the
Company's retail note asset-backed securitization programs in North America.
These facilities and trusts require CNH to enter into interest rate swaps and
caps. To ensure that these transactions do not result in the Company being
exposed to this risk, CNH enters into an offsetting interest rate swap or cap
with substantially similar terms. Net gains and losses on these instruments were
insignificant for 2001.

NOTE 16: INCOME TAXES

        The sources of income (loss) before taxes and minority interest are as
follows (in millions):
FOR THE YEARS ENDED
                                                              DECEMBER 31,
                                                          --------------------
                                                          2001    2000    1999
                                                          -----   -----   ----
The Netherlands source..................................  $  10   $ (37)  $(22)
Foreign sources.........................................   (442)   (487)   229
                                                          -----   -----   ----
  Income (loss) before taxes............................  $(432)  $(524)  $207
                                                          =====   =====   ====
The provision (benefit) for income taxes consisted of the following (in
millions):
FOR THE YEARS ENDED
                                                               DECEMBER 31,
                                                           --------------------
                                                           2001    2000    1999
                                                           -----   -----   ----
Current income taxes.....................................  $  69   $  76   $10
Deferred income taxes....................................   (174)   (229)   45
                                                           -----   -----   ---
  Total tax provision (benefit)..........................  $(105)  $(153)  $55
                                                           =====   =====   ===
A reconciliation of CNH's statutory and effective income tax provision
(benefit) is as follows (in millions):
FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                              --------------------
                                                              2001    2000    1999
                                                              -----   -----   ----
Tax provision (benefit) at the Dutch statutory rate of
  35%.......................................................  $(151)  $(183)  $ 72
Foreign income taxed at different rates.....................    (29)    (12)     6
Effect of tax loss carryforwards............................    (16)     (8)    18
Change in valuation allowance...............................     54      46    (16)
Nondeductible goodwill......................................     29      25      2
Dividend withholding taxes and credits......................      2      (4)    (3)
Other.......................................................      6     (17)   (24)
                                                              -----   -----   ----
  Total tax provision (benefit).............................  $(105)  $(153)  $ 55
                                                              =====   =====   ====
F-44
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The components of the net deferred tax asset are as follows (in millions):
DECEMBER 31,
                                                              --------------
                                                               2001    2000
                                                              ------   -----
Deferred tax assets:
  Marketing and selling incentives..........................  $  135   $ 211
  Bad debt reserves.........................................     113      71
  Postretirement and postemployment benefits................     297     222
  Inventories...............................................      37      73
  Warranty reserves.........................................      83      76
  Restructuring reserves....................................      28      73
  Other reserves............................................     572     467
  Tax loss carryforwards....................................   1,209     814
  Less: Valuation allowance.................................    (986)   (849)
                                                              ------   -----
     Total deferred tax assets..............................   1,488   1,158
                                                              ------   -----
Deferred tax liabilities:
  Fixed assets basis difference/depreciation................     168     269
  Intangibles...............................................     278     275
  Inventories...............................................      20      22
  Other.....................................................     370     215
                                                              ------   -----
     Total deferred tax liabilities.........................     836     781
                                                              ------   -----
       Net deferred tax assets..............................  $  652   $ 377
                                                              ======   =====
The net deferred tax assets are reflected in the accompanying balance
sheets as follows (in millions):
DECEMBER 31,
                                                              --------------
                                                               2001    2000
                                                              ------   -----
Current deferred tax asset..................................  $  454   $ 436
Long-term deferred tax asset................................   1,086     672
Current deferred tax liability..............................    (108)    (33)
Long-term deferred tax liability............................    (780)   (698)
                                                              ------   -----
  Net deferred tax asset....................................  $  652   $ 377
                                                              ======   =====
CNH has net operating tax loss carryforwards in a number of foreign tax
jurisdictions within its global operations. The net tax value of these
carryforwards and the years in which they expire are as follows: $1 million in
2002; $1 million in 2003; $3 million in 2004; $9 million in 2005; $1 million in
2006; and $629 million with expirations dates from 2007 through 2021. CNH also
has net operating tax loss carryforwards of $565 million with indefinite lives.
As a result of regulatory divestitures required by the relevant authorities
pursuant to the merger, certain tax loss carryforwards related to the Case
business may be at risk. The actual risk and degree of certainty are not known
or quantifiable at this time.

     During 2001, 2000 and 1999, CNH generated income in certain jurisdictions
that supported reductions in the valuation allowance and recognized losses in
certain jurisdictions that supported increases in the valuation allowance. CNH
has recorded deferred tax assets in tax jurisdictions where CNH has been
profitable, as management believes it is more likely than not that such assets
will be realizable in the future. CNH also continues to have valuation
allowances in certain tax jurisdictions where net operating losses exist. CNH
has recorded deferred tax assets in jurisdictions where it has not been
profitable but where it expects to generate sufficient taxable income in the
future to realize the deferred tax assets. In particular, in 2001 and 2000, CNH

                                       F-45
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recorded deferred tax assets related to U.S. tax loss carryforwards in the
amount of $248 million and $185 million, respectively. The amount of the
deferred tax assets considered realizable, however, could be reduced by a
valuation allowance if future taxable income during the carryforward period does
not occur. If a valuation allowance were required for the deferred tax assets,
then net income would be reduced by the amount of the valuation allowance in the
year in which it is established. Realization of deferred tax assets is dependent
on generating future income and is thus subject to change.

     With respect to the valuation allowances recorded against the deferred tax
assets of Case and its subsidiaries as of the acquisition date, any reduction in
these valuation allowances will, in the future, be treated as a reduction to the
goodwill recorded in conjunction with the acquisition and will not impact future
periods' tax expense. As of December 31, 2001, and December 31, 2000, the
valuation allowance that is potentially subject to being allocated to goodwill
as part of the Case acquisition totaled $540 million.

     At December 31, 2001, the undistributed earnings of foreign subsidiaries
totaled approximately $1,904 million. In most cases, such earnings will continue
to be reinvested. Provision has generally not been made for additional taxes on
the undistributed earnings of foreign subsidiaries. These earnings could become
subject to additional tax if they are remitted as dividends or if CNH were to
dispose of its investment in the subsidiaries. It has not been practical to
estimate the amount of additional taxes that might be payable on the foreign
earnings, and CNH believes that additional tax credits and tax planning
strategies would largely eliminate any tax on such earnings.

     CNH paid (received) cash of $63 million, $(129) million, and $99 million,
for taxes during 2001, 2000 and 1999, respectively.

  NOTE 17: EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

     DEFINED BENEFIT AND POSTRETIREMENT BENEFIT PLANS

     CNH has various defined benefit plans that cover certain employees.
Benefits are based on years of service and, for most salaried employees, on
final average compensation. CNH's funding policies are to contribute to the
plans amounts necessary to, at a minimum, satisfy the funding requirements as
prescribed by the laws and regulations of each country. Plan assets consist
principally of listed equity and fixed income securities.

     CNH has postretirement health and life insurance plans that cover the
majority of its U.S. and Canadian employees. For New Holland U.S. salaried and
hourly employees, and for Case U.S. non represented hourly and Case U.S. and
Canadian salaried employees, the plans cover employees retiring on or after
attaining age 55 who have had at least 10 years of service with the respective
company. For Case U.S. and Canadian hourly employees, the plans generally cover
employees who retire pursuant to their respective hourly plans. These benefits
may be subject to deductibles, copayment provisions and other limitations, and
CNH has reserved the right to change these benefits, subject to the provisions
of any collective bargaining agreement. CNH U.S. and Canadian employees hired
after January 1, 2001 and January 1, 2002, respectively, are not eligible for
postretirement health and life insurance benefits under the CNH plans.

     In connection with CNH's acquisition of O&K in December 1998, CNH recorded
an unfunded pension obligation of approximately $140 million related to pension
rights of non-active employees of O&K who are retired or whose employment has
been terminated and who have vested rights. The pension obligation reserve of
approximately $140 million has been calculated in accordance with German
statutory requirements. Effective January 1, 1999, CNH entered into an agreement
with the seller of O&K whereby the seller, in return for a payment of $140
million (in equivalent Deutsche Marks) from O&K, has agreed to reimburse O&K for
all future pension payments, including death benefits and medical support
liabilities and any funding obligations under the collective bargaining
agreement related to the non-active employees of O&K. An
                                       F-46
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

irrevocable, revolving bank guarantee was obtained to back the seller's
guarantee of the future pension payment reimbursement. The actuarial present
value related to this benefit obligation that is recorded on the balance sheet
and reflected in the rollforward below was $126 million at December 31, 2001.
CNH has an equal, corresponding other asset on their balance sheet to reflect
the payment made by CNH to the seller in conjunction with the acquisition.

     Former parent companies of New Holland and Case have retained certain
accumulated pension benefit obligations and related assets and certain
accumulated postretirement health and life insurance benefit obligations.

     The following assumptions were utilized in determining the funded status of
CNH's defined benefit pension plans:
FOR THE YEARS ENDED DECEMBER 31,
                                                                --------------------------------------
                                                                      2001                 2000
                                                                -----------------    -----------------
                                                                 CNH       CNH        CNH       CNH
                                                                U.S.     NON-U.S.    U.S.     NON-U.S.
                                                                PLANS     PLANS      PLANS     PLANS
                           (CNH)                                -----    --------    -----    --------
Weighted-average discount rates.............................    7.25%      5.91%     7.50%      5.92%
Rate of increase in future compensation.....................    4.00%      3.81%     4.00%      4.18%
Weighted-average, long-term rates of return on plan
  assets....................................................    9.00%      7.31%     9.00%      7.10%
FOR THE YEAR ENDED DECEMBER 31, 1999
                                                               --------------------------------------
                                                                  NEW HOLLAND             CASE
                                                               -----------------    -----------------
                                                               U.S.     NON-U.S.    U.S.     NON-U.S.
                                                               PLANS     PLANS      PLANS     PLANS
                  (NEW HOLLAND AND CASE)                       -----    --------    -----    --------
Weighted-average discount rates............................    7.50%     5.50%      7.50%     5.85%
Rate of increase in future compensation....................    4.00%     3.80%        N/A     4.30%
Weighted-average, long-term rates of return on plan
  assets...................................................    9.00%     7.50%      9.00%     9.37%
The following assumptions were utilized in determining the accumulated
postretirement benefit obligation of CNH's postretirement health and life
insurance plans:
FOR THE YEARS ENDED DECEMBER 31,
                                                               --------------------------------------
                                                                     2001                 2000
                                                               -----------------    -----------------
                                                                CNH       CNH        CNH       CNH
                                                               U.S.     CANADIAN    U.S.     CANADIAN
                                                               PLANS      PLAN      PLANS      PLAN
                           (CNH)                               -----    --------    -----    --------
Weighted-average discount rates............................    7.25%     6.50%      7.50%     6.50%
Rate of increase in future compensation....................    4.00%     3.50%      3.42%       N/A
Weighted-average, assumed healthcare cost trend rate.......    8.00%     8.50%      6.50%     8.00%
Weighted-average, assumed ultimate healthcare cost trend
  rate.....................................................    5.50%     5.00%      5.50%     5.50%
Year anticipated attaining ultimate healthcare cost trend
  rate.....................................................     2006      2008       2002      2005
F-47
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEAR ENDED
                                                                       DECEMBER 31, 1999
                                                                --------------------------------
                                                                NEW HOLLAND          CASE
                                                                -----------    -----------------
                                                                   U.S.        U.S.     CANADIAN
                                                                   PLANS       PLANS      PLAN
(NEW HOLLAND AND CASE)                                          -----------    -----    --------
Weighted-average discount rates.............................       7.50%       7.50%      7.00%
Rate of increase in future compensation.....................       4.00%       3.00%      3.00%
Weighted-average, assumed health care cost trend rate.......       7.50%       7.00%      8.50%
Weighted-average, assumed ultimate healthcare cost trend
  rate......................................................       5.50%       5.50%      5.50%
Year anticipated attaining ultimate healthcare cost trend
  rate......................................................       2002        2002       2005
F-48
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  The measurement period for CNH's defined benefit pension plans and
postretirement health and life insurance plans is January 1 through December 31.
The following depicts (in millions):
OTHER
                                                                                    POSTRETIREMENT
                                                                PENSION BENEFITS       BENEFITS
                                                                ----------------    --------------
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                ----------------------------------
                                                                 2001      2000     2001     2000
                                                                ------    ------    -----    -----
CHANGE IN BENEFIT OBLIGATIONS:
Actuarial present value of benefit obligation at beginning
  of measurement period.....................................    $1,791    $1,631    $ 595    $ 598
Service cost................................................        29        37       12       11
Interest cost...............................................       114       112       50       44
Plan participants' contributions............................         7         7       --       --
Actuarial (gain) loss.......................................        30       (33)     248       15
Currency fluctuations.......................................       (39)      (67)      (2)      --
Gross benefits paid.........................................      (132)      (99)     (31)     (29)
Plan amendments.............................................         2        24      (31)     (44)
Acquisitions/divestitures...................................       (41)      189       --       --
Curtailment gain............................................        (4)      (10)      --       --
Settlement loss.............................................         2        --       --       --
Adjustments to reflect re-measurement of benefit
  obligation................................................        --        --       22       --
                                                                ------    ------    -----    -----
Actuarial present value of benefit obligation at end of
  measurement period........................................     1,759     1,791      863      595
                                                                ------    ------    -----    -----
CHANGE IN PLAN ASSETS:
Plan assets at fair value at beginning of measurement
  period....................................................     1,526     1,571       --       --
Actual return on plan assets................................       (88)       36       --       --
Currency fluctuations.......................................       (39)      (33)      --       --
Employer contributions......................................        65        57       31       29
Plan participants' contributions............................         7         7       --       --
Gross benefits paid.........................................      (132)      (99)     (31)     (29)
Acquisitions/divestitures...................................       (38)      (13)      --       --
Adjustments to reflect re-measurement of benefit
  obligation................................................        --        --       --       --
                                                                ------    ------    -----    -----
Plan assets at fair value at end of measurement period......     1,301     1,526       --       --
                                                                ------    ------    -----    -----
FUNDED STATUS:..............................................      (458)     (265)    (863)    (595)
Unrecognized prior service cost.............................        25        28      (59)     (42)
Unrecognized net loss resulting from plan experience and
  changes in actuarial assumptions..........................       328        97      268        6
Remaining unrecognized net asset at initial application.....        --        --       55       64
                                                                ------    ------    -----    -----
Net amount recognized at end of year........................    $ (105)   $ (140)   $(599)   $(567)
                                                                ======    ======    =====    =====
F-49
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
OTHER
                                                                                    POSTRETIREMENT
                                                                PENSION BENEFITS       BENEFITS
                                                                ----------------    --------------
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                                ----------------------------------
                                                                 2001      2000     2001     2000
                                                                ------    ------    -----    -----
AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION
  CONSIST OF:
Prepaid benefit cost........................................    $  63     $ 167     $  --    $  --
Accrued benefit liability...................................     (399)     (308)     (599)    (567)
Intangible asset............................................       23        --        --       --
Deferred tax assets.........................................       89        --        --       --
Accumulated other comprehensive income......................      119         1        --       --
                                                                -----     -----     -----    -----
Net amount recognized at end of year........................    $(105)    $(140)    $(599)   $(567)
                                                                =====     =====     =====    =====
OTHER
                                                                                      POSTRETIREMENT
                                                            PENSION BENEFITS             BENEFITS
                                                         ----------------------    --------------------
                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                         ----------------------------------------------
                                                         2001     2000     1999    2001    2000    1999
                                                         -----    -----    ----    ----    ----    ----
                                                                         (IN MILLIONS)
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost.........................................    $  29    $  37    $ 18    $ 12    $11     $ 6
Interest cost........................................      114      112      60      50     44      24
Expected return on assets............................     (119)    (146)    (84)     --     --      --
Amortization of:
  Transition asset...................................       --       --      (1)      9      9       9
  Prior service cost.................................        3        3       2     (13)    (4)     (1)
  Actuarial loss.....................................        3       --       1       6     --      --
                                                         -----    -----    ----    ----    ---     ---
Net periodic benefit cost............................       30        6      (4)     64     60      38
Curtailment (gain) loss..............................        1       17      --      --     (4)     --
                                                         -----    -----    ----    ----    ---     ---
     Total (income) expense..........................    $  31    $  23    $ (4)   $ 64    $56     $38
                                                         =====    =====    ====    ====    ===     ===
The aggregate projected benefit obligation, aggregate accumulated benefit
obligation and aggregate fair value of plan assets for pension plans with
benefit obligations in excess of plan assets were $1,744 million, $1,591 million
and $1,282 million, respectively, as of December 31, 2001, and $805 million,
$755 million and $507 million, respectively, as of December 31, 2000.

     Increasing the assumed healthcare cost trend rate by one percentage point
would increase the total accumulated postretirement benefit obligation at
December 31, 2001, by approximately $72 million, and would increase the
aggregate of the service cost and interest cost components of the net 2001
postretirement benefit cost by approximately $7 million. Decreasing the assumed
healthcare cost trend rate by one percentage point would decrease the total
accumulated postretirement benefit obligation at December 31, 2001, by
approximately $60 million, and would decrease the aggregate of the service cost
and interest cost components of the net 2001 postretirement benefit cost by
approximately $6 million.

     OTHER PROGRAMS

     In Belgium, early retirement liabilities were accrued in connection with
the restructuring of CNH's Belgian facilities initiated in 1991. Such
liabilities were $10 million and $14 million at December 31, 2001 and

                                       F-50
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2000, respectively. Programs in other countries are provided through payroll tax
and other social contributions in accordance with local statutory requirements.

     As required by Italian labor legislation, an accrual for employee severance
indemnities has been provided for a portion of CNH's Italian employees' annual
salaries, indexed for inflation. At December 31, 2001 and 2000, the indemnity
accruals were $72 million and $73 million, respectively.

     DEFINED CONTRIBUTION PLANS

     Effective January 1, 2001, both the Case and New Holland entities provide
an identical defined contribution plan for their U.S. salaried employees. The
CNH plan allows employee elective deferrals on a pretax basis of up to 10% of
pay with CNH matching such deferrals at a rate of 70 cents for each dollar
deferred. In addition to matching contributions, CNH provides a fixed
contribution of five percent of eligible salary per year. During 2001, CNH
contributed $15 million and $8 million in matching contributions and fixed
contributions, respectively. Subject to CNH's operating results, CNH may make
additional profit sharing contributions to the retirement savings plan. CNH made
no profit sharing contributions in 2001.

     Effective January 1, 2001, both the Case and New Holland entities provide
an identical defined contribution plan for their U.S. non-represented hourly
employees. The CNH plan allows employee elective deferrals on a pretax basis of
up to 15% of base compensation with CNH matching such deferrals at a rate of 50%
on the first 10% of a participant's contribution. During 2001, CNH contributed
$5 million in matching contributions.

     Prior to January 1, 2001, CNH had various defined contribution plans that
covered certain U.S. and non-U.S. employees. New Holland had a savings plan for
its U.S. salaried and hourly employees whereby employees could make pretax
contributions of up to 15% of base compensation. New Holland would match 50% of
the first 10% of a participant's contribution. This matching contribution was
directed based on the participant's investment elections. New Holland
contributed $5 million to its prior savings plan in both 2000 and 1999. Case had
a retirement savings plan pursuant to the Internal Revenue Code for its U.S.
salaried employees. Under the retirement savings plan, certain salaried
participants could make pretax contributions of up to 10% of base compensation.
Case would match 100% of the first 8% of a participant's contribution in cash.
Annually, Case made a fixed contribution to the retirement savings plan equal to
4% of each participant's eligible compensation. During 2000 and 1999, Case
contributed $15 million and $2 million, respectively, in matching contributions
to its prior retirement savings plan and additional fixed contributions of $3
million and $9 million in 2000 and 1999, respectively. These contributions are
net of forfeitures applied of $8 million and $0 in 2000 and 1999, respectively.
Subject to CNH's operating results, Case and New Holland may have made
additional profit sharing contributions to the retirement savings plan. Case
made additional profit sharing contributions of $0 and $4 million in 2000 and
1999, respectively.

NOTE 18: COMMITMENTS AND CONTINGENCIES

     ENVIRONMENTAL

     CNH is involved in environmental remediation activities with regard to
potential liabilities under U.S. federal, U.S. state and non-U.S. environmental
laws. These activities involve non-owned Waste Sites and properties currently or
formerly owned by CNH where it is believed there has been a release of hazardous
substances. These properties comprise a number of sites currently or formerly
operated by CNH or its predecessors. Expenditures for ongoing compliance with
environmental regulations that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations and which do not contribute to current or future
revenue generation are expensed. Liabilities are recorded when environmental
assessments indicate that remedial efforts are probable and the

                                       F-51
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

costs can be reasonably estimated. Estimates of the liability are provided in
ranges to reflect uncertainties due to a variety of factors that include lack of
direct knowledge of historic industrial and waste handling activities that may
have resulted in releases of hazardous substances, inherent limitations of
subsurface soil and groundwater investigatory techniques, future changes in the
laws, including their interpretation and implementation by governmental
authorities, changes in remedial technologies and future land use. Probable
liabilities may also be the subject of both asserted and unasserted claims,
including those by government authorities that may be dormant or pursued over
extremely long time periods. Moreover, because liability under CERCLA and
similar laws can be strict, joint and several, CNH could be required to pay
amounts in excess of its pro rata share of remediation costs at the Waste Sites.
Settlements and government-approved and completed remediation projects can, in
certain circumstances, be reopened based on newly discovered conditions and be
subject to further remedial activities or settlement payments.

     Based upon information currently available, management estimates 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 $46
million to $98 million. As of December 31, 2001, environmental reserves of
approximately $69 million had been established to address these specific
estimated potential liabilities. Such reserves are undiscounted. After
considering these reserves, management is of the opinion that the outcome of
these matters will not have a material adverse effect on CNH's financial
position or results of operations.

     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 existing claims will not have a material adverse effect
on CNH's financial position or results of operations.

     OTHER LITIGATION

     CNH is the subject of various other legal claims arising from its
operations, including product warranty, dealer disputes, workmen's compensation,
customs and employment matters. In addition, certain of CNH's Brazilian
subsidiaries are currently contesting certain claims made by the Brazilian tax
authorities related to taxation and employer social contributions.

     On July 17, 2001, the European Commission issued a Statement of Objections
alleging that CNH's French and Italian subsidiaries adopted practices limiting
sales outside of dealer territories. CNH submitted a reply to the European
Commission and a hearing was held on January 28, 2002, however the Commission
has not provided a ruling. The Commission has the power to assess a wide range
of fines, penalties and sanctions, which may be significant. Any fines would be
assessed by the Commission only after a ruling by the Commission that these
subsidiaries engaged in anti-competitive practices. CNH believes that the
allegations should be dismissed. However, while CNH intends to appeal the
decision if the outcome is unfavorable, any fine that the European Commission
might impose could have a material adverse impact on CNH's business, financial
condition and results of operations.

     Management is of the opinion that the resolution of these claims,
individually and in the aggregate, will not have a material adverse effect on
CNH's financial position or results of operations.

                                       F-52
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     COMMITMENTS

     Minimum rental commitments at December 31, 2001, under non-cancelable
operating leases with lease terms in excess of one year are as follows (in
millions):
AMOUNT
                                                                      ------
2002........................................................       $ 38
    2003........................................................         26
    2004........................................................         19
    2005........................................................         15
    2006 and thereafter.........................................         64
                                                                       ----
              Total minimum rental commitments..................       $162
                                                                       ====
Total rental expense for all operating leases was $44 million, $38 million
and $27 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

NOTE 19: EARNINGS (LOSS) PER SHARE

         The following reconciles the numerators and denominators of the basic
and diluted earnings per share computations for income from continuing
operations (in millions, except per share data):
FOR THE YEAR ENDED
                                                                      DECEMBER 31,
                                                              -----------------------------
                                                               2001        2000       1999
                              BASIC                           ------      ------      -----
Net income (loss).................................    $ (332)     $ (381)     $ 148
        Weighted-average shares outstanding...............       277         213        149
        Basic earnings (loss) per share...................    $(1.20)     $(1.79)     $0.99
                                                              ======      ======      =====
        DILUTED
        Net income (loss).................................    $ (332)     $ (381)     $ 148
        Effect of dilutive securities (when dilutive):
          Conversion of advance to capital subscription...       N/A         N/A         12
                                                              ------      ------      -----
        Net income (loss) after adjustment for dilutive
          conversions.....................................    $ (332)     $ (381)     $ 160
                                                              ======      ======      =====
        Weighted-average shares outstanding -- Basic......       277         213        149
        Effect of dilutive securities (when dilutive):
          Conversion of advance to capital subscription...       N/A         N/A         16
                                                              ------      ------      -----
        Weighted-average shares outstanding -- Diluted....       277         213        165
                                                              ------      ------      -----
        Diluted earnings per share........................    $(1.20)     $(1.79)     $0.97
                                                              ======      ======      =====
Reference is made to Note 11, "Principal Shareholder's Advance to
Capital," for further information regarding the advance to capital.

NOTE 20: SEGMENT AND GEOGRAPHICAL INFORMATION

     SEGMENT INFORMATION

     CNH has three reportable segments: Agricultural Equipment, Construction
Equipment and Financial Services. Certain reclassifications have been made to
conform the historical segment and geographical information to the current CNH
management reporting format.

                                       F-53
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 and has leading positions in excavators, crawler
dozers, graders, wheel loaders, loader/backhoes, skid steer loaders and
trenchers.

     FINANCIAL SERVICES

     The financial services segment is engaged in broad-based financial services
for the global marketplace through various 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.

     The accounting policies of the segments are described in Note 2, "Summary
of Significant Accounting Policies." CNH evaluates segment performance based on
operating earnings. CNH defines operating earnings as the income (loss) of
Equipment Operations before interest expense, taxes and restructuring and other
merger related costs, including the income of Financial Services on an equity
basis. Transfers between segments are accounted for at market value.

     CNH's reportable segments are strategic business units that offer different
products and services. Each segment is managed separately as they require
different technology and marketing strategies.

     A summary of CNH's reportable segment information is set forth in the
following table (in millions):
FOR THE YEARS ENDED DECEMBER 31,
                                                                -----------------------------------
                                                                 2001          2000          1999
                                                                -------       -------       -------
REVENUES:
      Net sales
      Agricultural equipment................................    $ 6,073       $ 5,877       $ 3,904
      Construction equipment................................      2,957         3,460         2,045
                                                                -------       -------       -------
           Total net sales..................................      9,030         9,337         5,949
      External financial services...........................        685           704           324
      Intersegment financial services.......................         54            95            88
      Eliminations and other................................        (54)          (95)          (88)
                                                                -------       -------       -------
           Total............................................    $ 9,715       $10,041       $ 6,273
                                                                =======       =======       =======
F-54
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
                                                                -----------------------------------
                                                                 2001          2000          1999
                                                                -------       -------       -------
SEGMENT PROFIT (LOSS):
    Agricultural equipment..................................    $   177       $   (95)      $   146
    Construction equipment..................................         64           228           117
    Financial services......................................          4            26            72
                                                                -------       -------       -------
           Total............................................    $   245       $   159       $   335
                                                                =======       =======       =======
    RECONCILIATION OF SEGMENT PROFIT (LOSS) TO CONSOLIDATED
      NET INCOME (LOSS):
    Segment profit..........................................    $   245       $   159       $   335
    Equipment Operations:
      Income tax (provision) benefit........................        105           159           (14)
      Interest expense......................................       (585)         (542)         (154)
      Restructuring and other merger related costs..........        (97)         (157)          (19)
                                                                -------       -------       -------
         Net income (loss)..................................    $  (332)      $  (381)      $   148
                                                                =======       =======       =======
    INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND
      AFFILIATES (AT THE END OF YEAR):
    Agricultural equipment..................................    $   169       $   203       $   254
    Construction equipment..................................         66            55            51
    Financial services......................................         31            24            23
                                                                -------       -------       -------
           Total............................................    $   266       $   282       $   328
                                                                =======       =======       =======
    DEPRECIATION AND AMORTIZATION:
    Agricultural equipment..................................    $   232       $   253       $   130
    Construction equipment..................................         87            83            33
    Financial services......................................        105            93            20
                                                                -------       -------       -------
           Total............................................    $   424       $   429       $   183
                                                                =======       =======       =======
    SEGMENT ASSETS (AT THE END OF YEAR):
    Agricultural equipment..................................    $ 6,410       $ 6,895       $ 7,207
    Construction equipment..................................      2,893         3,275         3,614
    Financial services......................................      6,352         6,400         6,009
    Eliminations and other..................................      1,557         1,007           848
                                                                -------       -------       -------
           Total............................................    $17,212       $17,577       $17,678
                                                                =======       =======       =======
    EXPENDITURES FOR ADDITIONS TO LONG-LIVED ASSETS*:
    Agricultural equipment..................................    $   160       $   134       $   167
    Construction equipment..................................         61            79            46
    Financial services......................................        330           195            60
                                                                -------       -------       -------
           Total............................................    $   551       $   408       $   273
                                                                =======       =======       =======
------------
* Includes equipment on operating leases and property, plant and equipment.

                                       F-55
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     GEOGRAPHICAL INFORMATION

     The following highlights the results of CNH's operations by geographic
area, by origin (in millions):
UNITED              UNITED
                                       STATES    CANADA    KINGDOM    ITALY     BELGIUM    OTHER      TOTAL
                                       ------    ------    -------    ------    -------    ------    -------
At December 31, 2001, and for
      the year then ended:
    Total revenues.................    $4,156     $606     $1,276     $1,636     $665      $1,376    $ 9,715
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,166     $103     $   88     $  190     $ 89      $  330    $ 1,966
                                       ======     ====     ======     ======     ====      ======    =======
    At December 31, 2000, and for
      the year then ended:
    Total revenues.................    $4,344     $406     $1,348     $1,530     $423      $1,990    $10,041
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,265     $114     $  141     $  144     $ 85      $  368    $ 2,117
                                       ======     ====     ======     ======     ====      ======    =======
    At December 31, 1999, and for
      the year then ended:
    Total revenues.................    $1,809     $293     $  902     $1,589     $511      $1,169    $ 6,273
                                       ======     ====     ======     ======     ====      ======    =======
    Long-lived assets*.............    $1,439     $ 77     $  221     $  237     $ 81      $  377    $ 2,432
                                       ======     ====     ======     ======     ====      ======    =======
------------
    * Includes equipment on operating leases and property, plant and equipment.

     CNH is organized under the laws of the Kingdom of The Netherlands.
Geographical information for CNH pertaining to The Netherlands is not
significant or not applicable, as CNH primarily maintains a corporate presence
in that country.

NOTE 21: RELATED PARTY INFORMATION

     CNH has historically obtained, and may continue to obtain, a significant
portion of its external financing and certain foreign exchange and interest
rate-related contracts from Fiat and its affiliates, on terms that CNH believes
are at least as favorable as those available from unaffiliated third parties. At
December 31, 2001, CNH's outstanding debt with Fiat and its affiliates was
approximately 60% of its total debt. In addition, Fiat guarantees $802 million
of CNH debt outstanding at December 31, 2001. In 2001, CNH paid a guarantee fee
of between 0.0625% per annum and 0.125% per annum on the average amount
outstanding under facilities guaranteed by Fiat. Reference is made to Note 9,
"Short-Term Debt" and Note 10, "Long-Term Debt" for further information
regarding financing with Fiat.

     CNH purchases some of its engines and other components from the Fiat Group,
and companies of the Fiat Group provide CNH administrative services such as
accounting and audit, maintenance of plant and equipment, research and
development, information systems and training. In addition, CNH sells certain
products to subsidiaries and affiliates of Fiat.

     CNH's principal purchases of goods from Fiat and its affiliates include
diesel engines from Iveco N.V., electric and mechanical components from Magneti
Marelli S.p.A., castings from Teksid S.p.A. and lubricants from Fiat
Lubrificanti S.p.A. CNH also purchases tractors from its Mexican joint venture
for resale in the United States.

     Fiat has executed, on behalf of CNH, certain foreign exchange and interest
rate-related contracts. As of December 31, 2001, CNH and its subsidiaries were
parties to derivative or other financial instruments having an aggregate
contract value of $515 million to which affiliates of Fiat were counterparties.

                                       F-56
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Fiat provides accounting services to CNH in Europe and Brazil through an
affiliate that uses shared service centers to provide such services at
competitive costs to various Fiat companies and third party customers. Fiat
provides internal audit services at the direction of CNH's internal audit area
in certain locations where it is more cost effective to use existing Fiat
resources. Routine maintenance of our plants and facilities in Europe is
provided by a Fiat affiliate skilled in such work that also provides similar
services to third parties. CNH purchases network and hardware support from a
joint venture that Fiat has formed with IBM. Fiat also provides training
services through an affiliate that is skilled at providing employee training.
CNH purchases research and development 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. CNH's management believes that the terms of the contracts
entered into with Fiat and its affiliates are at least as favorable as those
available from unaffiliated third parties.

     Additionally, CNH participates in the stock option program of Fiat as
described in Note 13, "Shareholders' Equity and Stock-Based Compensation."

     The following table summarizes CNH's sales, purchases, and finance income
and expense with affiliates of Fiat and CNH dealer development companies and
joint ventures (in millions):
FOR THE YEARS ENDED
                                                                  DECEMBER 31,
                                                              ---------------------
                                                              2001    2000    1999
                                                              -----   -----   -----
Sales of equipment..........................................  $ 13    $ 16    $ 14
Sales to affiliated companies and joint ventures............   199     256     259
                                                              ----    ----    ----
       Total sales to affiliates............................  $212    $272    $273
                                                              ====    ====    ====
Purchase of materials, production parts, merchandise and
  services..................................................  $239    $367    $295
Finance and interest income.................................  $ 31    $ 34    $ 32
Interest expense............................................  $358    $291    $ 79
CNH management believes that the terms of sales and purchases provided to
CNH by Fiat and its affiliates are at least as favorable as those available from
unaffiliated third parties.

NOTE 22: OTHER ACCRUED LIABILITIES

     A summary of other accrued liabilities is as follows (in millions):
DECEMBER 31,
                                                                ----------------
                                                                 2001      2000
                                                                ------    ------
Warranty provisions.........................................    $  190    $  256
Marketing and sales incentive programs......................       321       340
Accrued payroll.............................................       126       152
Value-added taxes and other taxes payable...................        13       250
Other accrued expenses......................................     1,134       870
                                                                ------    ------
       Total other accrued liabilities......................    $1,784    $1,868
                                                                ======    ======
F-57
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 23: GUARANTEE OF SUBSIDIARY'S OUTSTANDING DEBT SECURITIES

     At December 31, 2001, CNH fully, unconditionally and irrevocably guaranteed
Case's $802 million in outstanding 6.25% Notes due 2003, 7.25% Notes due 2005,
and 7.25% Notes due 2016 that were issued pursuant to two registration
statements under the Securities Act of 1933, as amended. The following condensed
financial statements present CNH Global N.V. (the parent company and guarantor
of the debt securities), Case Corporation (the issuer of the debt securities),
and all other subsidiaries. The 1999 statement of operations and statement of
cash flows for Case Corporation include activity from November 12, 1999, the
date of the merger, through December 31, 1999. In addition, for 1999, the costs
of maintaining the CNH corporate offices were allocated to the operating
subsidiaries. For 2000 and 2001, the costs of the corporate offices were not
allocated and a substantial majority of such cost was included in the Case
Corporation condensed statements of operations.

     The consolidated financial statements of Case Corporation include the
push-down of the Case purchase accounting adjustments and related acquisition
debt to reflect the assets and liabilities at their respective fair values,
including identifiable intangibles. The acquisition debt is reflected as an
intercompany arrangement between CNH Global N.V. and Case Corporation in the
accompanying financial statements to this note and is accordingly eliminated in
arriving at the consolidated results. Reference is made to Note 3, "Acquisition
and Divestitures of Businesses and Investments" for further information
regarding the Case merger and related purchase accounting.

                                       F-58
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 2001
CNH                       ALL
                                                 GLOBAL      CASE          OTHER
                                                  N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 ------   -----------   ------------   ------------   ------------
                                                                     (IN MILLIONS OF DOLLARS)
REVENUES:
  Net sales....................................  $  --      $4,107         $5,087         $(164)        $ 9,030
  Finance and interest income..................     --         474            360          (149)            685
                                                 -----      ------         ------         -----         -------
                                                    --       4,581          5,447          (313)          9,715
COSTS AND EXPENSES:
  Cost of goods sold...........................     --       3,570          4,149          (133)          7,586
  Selling, general and administrative..........      5         805            424           (10)          1,224
  Research, development and engineering........     --         154            152            --             306
  Restructuring and other merger related
     costs.....................................     --          51             53            --             104
  Interest expense.............................      3         400            492          (169)            726
  Other, net...................................      3         250           (101)           41             193
                                                 -----      ------         ------         -----         -------
                                                    11       5,230          5,169          (271)         10,139
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  Subsidiaries and Affiliates..................   (322)          1             (9)          322              (8)
                                                 -----      ------         ------         -----         -------
Income (loss) before taxes and minority
  interest.....................................   (333)       (648)           269           280            (432)
Income tax provision (benefit).................     (1)       (192)            88            --            (105)
Minority interest..............................     --          (3)             8            --               5
                                                 -----      ------         ------         -----         -------
Net income (loss)..............................  $(332)     $ (453)        $  173         $ 280         $  (332)
                                                 =====      ======         ======         =====         =======
F-59
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 2000
CNH                       ALL
                                                 GLOBAL      CASE          OTHER
                                                  N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 ------   -----------   ------------   ------------   ------------
                                                                     (IN MILLIONS OF DOLLARS)
REVENUES:
  Net sales....................................  $  --      $4,000         $5,342         $   (5)       $ 9,337
  Finance and interest income..................     --         503            223            (22)           704
                                                 -----      ------         ------         ------        -------
                                                    --       4,503          5,565            (27)        10,041
COSTS AND EXPENSES:
  Cost of goods sold...........................     --       3,541          4,284             (5)         7,820
  Selling, general and administrative..........     17         690            572             (2)         1,277
  Research, development and engineering........     --         180            158             --            338
  Restructuring and other merger related
     costs.....................................     --          34            123             --            157
  Interest expense.............................     43         416            354            (20)           793
  Other, net...................................      6         207            (27)            --            186
                                                 -----      ------         ------         ------        -------
                                                    66       5,068          5,464            (27)        10,571
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  SUBSIDIARIES AND AFFILIATES..................   (314)          2             45            273              6
                                                 -----      ------         ------         ------        -------
Income (loss) before taxes and minority
  interest.....................................   (380)       (563)           146            273           (524)
Income tax provision (benefit).................      1        (160)             6             --           (153)
Minority interest..............................     --          --             10             --             10
                                                 -----      ------         ------         ------        -------
Net income (loss)..............................  $(381)     $ (403)        $  130         $  273        $  (381)
                                                 =====      ======         ======         ======        =======
F-60
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1999
CNH                       ALL
                                                  GLOBAL      CASE          OTHER
                                                   N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
REVENUES:
  Net sales.....................................   $ --       $620          $5,329         $   --         $5,949
  Finance and interest income...................     --         64             260             --            324
                                                   ----       ----          ------         ------         ------
                                                     --        684           5,589             --          6,273
COSTS AND EXPENSES:
  Cost of goods sold............................     --        563           4,321             --          4,884
  Selling, general and administrative...........     11        105             610             --            726
  Research, development and engineering.........     --         27             169             --            196
  Restructuring and other merger related
     costs......................................     --         --              19             --             19
  Interest expense..............................     10         50             206             --            266
  Other, net....................................      8          9             (33)            --            (16)
                                                   ----       ----          ------         ------         ------
                                                     29        754           5,292                         6,075
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED
  SUBSIDIARIES AND AFFILIATES...................    179         --              --           (170)             9
                                                   ----       ----          ------         ------         ------
Income (loss) before taxes and minority
  interest......................................    150        (70)            297           (170)           207
Income tax provision (benefit)..................      2        (25)             78             --             55
Minority interest...............................     --         --               4             --              4
                                                   ----       ----          ------         ------         ------
Net income (loss)...............................   $148       $(45)         $  215         $ (170)        $  148
                                                   ====       ====          ======         ======         ======
F-61
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                            CONDENSED BALANCE SHEETS

                            AS OF DECEMBER 31, 2001
CNH
                                              GLOBAL      CASE        ALL OTHER
                                               N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                              ------   -----------   ------------   ------------   ------------
                                                                  (IN MILLIONS OF DOLLARS)
ASSETS:
  Cash and cash equivalents.................  $   --     $   355        $  308        $    --        $   663
  Accounts, notes receivable and other,
     net....................................   4,927       3,521           842         (3,130)         6,160
  Inventories...............................      --         795         1,409             --          2,204
  Property, plant and equipment, net........      --         729           625             --          1,354
  Equipment on operating leases, net........      --         475           137             --            612
  Investment in unconsolidated and
     affiliates.............................   1,674         192         2,687         (4,287)           266
  Goodwill and intangibles..................      --       3,350           297             --          3,647
  Other assets..............................      --       1,251         1,001             54          2,306
                                              ------     -------        ------        -------        -------
TOTAL ASSETS................................  $6,601     $10,668        $7,306        $(7,363)       $17,212
                                              ======     =======        ======        =======        =======
LIABILITIES AND EQUITY:
  Short-term debt...........................  $  997     $ 2,434        $1,055        $(1,269)       $ 3,217
  Accounts payable..........................      57         445         1,046           (331)         1,217
  Long-term debt............................   3,501       3,023         1,621         (1,499)         6,646
  Accrued and other liabilities.............     137       1,900         2,101             85          4,223
                                              ------     -------        ------        -------        -------
                                               4,692       7,802         5,823         (3,014)        15,303
  Equity....................................   1,909       2,866         1,483         (4,349)         1,909
                                              ------     -------        ------        -------        -------
TOTAL LIABILITIES AND EQUITY................  $6,601     $10,668        $7,306        $(7,363)       $17,212
                                              ======     =======        ======        =======        =======
F-62
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                            CONDENSED BALANCE SHEETS

                            AS OF DECEMBER 31, 2000
CNH
                                              GLOBAL      CASE        ALL OTHER
                                               N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                              ------   -----------   ------------   ------------   ------------
                                                                  (IN MILLIONS OF DOLLARS)
ASSETS:
  Cash and cash equivalents.................  $   --     $   146        $  740        $    --        $   886
  Accounts, notes receivable and other,
     net....................................   3,154       3,625         3,673         (4,302)         6,150
  Inventories...............................      --       1,080         1,294             --          2,374
  Property, plant and equipment, net........      --         887           587             --          1,474
  Equipment on operating leases, net........      --         555            88             --            643
  Investment in unconsolidated and
     affiliates.............................   2,564         111         2,292         (4,685)           282
  Goodwill and intangibles..................      --       3,512           305             --          3,817
  Other assets..............................      --       1,122           829             --          1,951
                                              ------     -------        ------        -------        -------
TOTAL ASSETS................................  $5,718     $11,038        $9,808        $(8,987)       $17,577
                                              ======     =======        ======        =======        =======
LIABILITIES AND EQUITY:
  Short-term debt...........................  $3,188     $ 2,575        $1,850        $(3,427)       $ 4,186
  Accounts payable..........................      16         611           770           (141)         1,256
  Long-term debt............................      --       2,751         3,522           (734)         5,539
  Accrued and other liabilities.............      --       1,935         2,147             --          4,082
                                              ------     -------        ------        -------        -------
                                               3,204       7,872         8,289         (4,302)        15,063
  Equity....................................   2,514       3,166         1,519         (4,685)         2,514
                                              ------     -------        ------        -------        -------
TOTAL LIABILITIES AND EQUITY................  $5,718     $11,038        $9,808        $(8,987)       $17,577
                                              ======     =======        ======        =======        =======
F-63
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 2001
CNH
                                                 GLOBAL       CASE        ALL OTHER
                                                  N.V.     CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 -------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
OPERATING ACTIVITIES:
  Net income (loss)............................  $  (332)     $(453)       $   173        $   280         $(332)
  Adjustments to reconcile net income (loss) to
    net cash from operating activities.........   (1,271)       331          2,743         (1,653)          150
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES...................................   (1,603)      (122)         2,916         (1,373)         (182)
                                                 -------      -----        -------        -------         -----
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment..................................       --        (84)          (145)            --          (229)
  Expenditures for equipment on operating
    leases.....................................       --       (237)           (85)            --          (322)
  Other, net (primarily acquisitions and
    divestitures)..............................      244        193           (406)           248           279
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES...................................      244       (128)          (636)           248          (272)
                                                 -------      -----        -------        -------         -----
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness......    1,387        193         (2,605)         1,316           291
  Advance to capital...........................       --         --             --             --            --
  Dividends paid...............................      (28)        --            (88)            88           (28)
  Other, net...................................       --        279             --           (279)           --
                                                 -------      -----        -------        -------         -----
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES...................................    1,359        472         (2,693)         1,125           263
                                                 -------      -----        -------        -------         -----
Other, net.....................................       --        (13)           (19)            --           (32)
                                                 -------      -----        -------        -------         -----
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS..................................       --        209           (432)            --          (223)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...       --        146            740             --           886
                                                 -------      -----        -------        -------         -----
CASH AND CASH EQUIVALENTS, END OF YEAR.........  $    --      $ 355        $   308        $    --         $ 663
                                                 =======      =====        =======        =======         =====
F-64
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 2000
CNH
                                                  GLOBAL      CASE        ALL OTHER
                                                   N.V.    CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
OPERATING ACTIVITIES:
  Net income (loss).............................  $(381)      $(403)        $  130        $   273         $ (381)
  Adjustments to reconcile net income (loss) to
    net cash from operating activities..........    298         745           (530)           676          1,189
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES....................................    (83)        342           (400)           949            808
                                                  -----       -----         ------        -------         ------
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment...................................     --        (121)          (107)            --           (228)
  Expenditures for equipment on operating
    leases......................................     --        (112)           (68)            --           (180)
  Other, net (primarily acquisitions and
    divestitures)...............................    (67)         61             51             67            112
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES....................................    (67)       (172)          (124)            67           (296)
                                                  -----       -----         ------        -------         ------
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness.......    366        (251)         1,261         (1,252)           124
  Advance to capital............................     --          --             --             --             --
  Dividends paid................................    (82)         --           (156)           156            (82)
  Other, net....................................   (131)         20            (53)            80            (84)
                                                  -----       -----         ------        -------         ------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES....................................    153        (231)         1,052         (1,016)           (42)
                                                  -----       -----         ------        -------         ------
Other, net......................................     (3)         (7)           (40)            --            (50)
                                                  -----       -----         ------        -------         ------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS...................................     --         (68)           488             --            420
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR....     --         214            252             --            466
                                                  -----       -----         ------        -------         ------
CASH AND CASH EQUIVALENTS, END OF YEAR..........  $  --       $ 146         $  740        $    --         $  886
                                                  =====       =====         ======        =======         ======
F-65
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                       CONDENSED STATEMENTS OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 1999
CNH
                                                 GLOBAL       CASE        ALL OTHER
                                                  N.V.     CORPORATION   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                 -------   -----------   ------------   ------------   ------------
                                                                      (IN MILLIONS OF DOLLARS)
OPERATING ACTIVITIES:
  Net income (loss)............................  $   148      $ (45)       $   215        $  (170)        $  148
  Adjustments to reconcile net income (loss) to
    net cash from operating activities.........   (2,338)       376            690          2,209            937
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES...................................   (2,190)       331            905          2,039          1,085
                                                 -------      -----        -------        -------         ------
INVESTING ACTIVITIES:
  Expenditures for property, plant and
    equipment..................................       --        (50)          (160)            --           (210)
  Expenditures for equipment on operating
    leases.....................................       --        (34)           (29)            --            (63)
  Other, net (primarily acquisitions and
    divestitures)..............................   (1,823)       212         (2,788)           120         (4,279)
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY INVESTING
  ACTIVITIES...................................   (1,823)       128         (2,977)           120         (4,552)
                                                 -------      -----        -------        -------         ------
FINANCING ACTIVITIES:
  Net increase (decrease) in indebtedness......    2,822       (246)         1,309         (1,784)         2,101
  Advance to capital...........................    1,400         --             --             --          1,400
  Dividends paid...............................      (82)        --           (167)           167            (82)
  Other, net...................................     (137)         1            586           (542)           (92)
                                                 -------      -----        -------        -------         ------
NET CASH PROVIDED (USED) BY FINANCING
  ACTIVITIES...................................    4,003       (245)         1,728         (2,159)         3,327
                                                 -------      -----        -------        -------         ------
Other, net.....................................       (3)        --            (68)            --            (71)
                                                 -------      -----        -------        -------         ------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS..................................      (13)       214           (412)            --           (211)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...       13         --            664             --            677
                                                 -------      -----        -------        -------         ------
CASH AND CASH EQUIVALENTS, END OF YEAR.........  $    --      $ 214        $   252        $    --         $  466
                                                 =======      =====        =======        =======         ======
F-66
CNH GLOBAL N.V.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 24: SUBSEQUENT EVENTS

     In January 2002, CNH finalized its global alliance with Kobelco
Construction Machinery Co., Ltd. and Kobe Steel, Ltd. for the development,
production and selling of crawler excavators, including mini-excavators, on a
worldwide basis.

     In January 2002, CNH's second joint venture in China, Shanghai New Holland
Agricultural Machinery Corp., Ltd., commenced operations. Shanghai New Holland
Agricultural Machinery Corp., Ltd., was formed by an agreement between Shanghai
Tractor and Internal Combustion Engine Corporation, a wholly-owned subsidiary of
Shanghai Automotive Industry Corporation, and CNH's New Holland brand of
agricultural equipment. The joint venture company will manufacture, distribute
and ultimately export agricultural tractors under 100 horsepower.

     On February 4, 2002, CNH's shareholders approved adoption of certain
amendments to the articles of association of CNH, among which is an increase in
CNH's authorized share capital to E450 million, divided into 700 million common
shares and 300 million preferred shares. In addition, the shareholders have
authorized the board of directors to resolve on any future issuance of shares
for a period of five years.

EVENTS (UNAUDITED) SUBSEQUENT TO DATE OF AUDITORS' REPORT

     On March 9, 2002, President Bush signed into law the Job Creation and
Workers Assistance Act of 2002 (P.L. 107-147), which temporarily extends the
U.S. net operating loss carryback period from two years to five years for net
operating losses incurred in 2001 and 2002. In April 2002, the Company filed and
received a refund for approximately $105 million relating to the carryback of
approximately $270 million of its 2001 net operating losses.

     On March 28, 2002, CNH sold $674 million of retail receivables to a
qualified special purpose entity ("QSPE") pursuant to an asset-backed
securitization transaction in which the QSPE issued $1 billion of securities,
backed by the receivables sold, to outside investors. CNH will sell additional
retail receivables to the QSPE in the second quarter of 2002 to complete the
funding of the transaction. Proceeds from the sale were used to repay
outstanding borrowings and finance the origination of new receivables.

                                       F-67
SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                     CNH GLOBAL N.V.
                                                       (Registrant)

                                                  /s/ MICHEL LECOMTE
                                          --------------------------------------
                                                      Michel Lecomte
                                               Chief Financial Officer and
                                              President, Financial Services

Dated: May 23, 2002
INDEX TO EXHIBITS
EXHIBIT                            DESCRIPTION
    -------                            -----------
1.1     Articles of Association of CNH Global N.V. (filed as Exhibit
               1.1 to the Registration Statement on Form F-3 of CNH Global
               N.V. (File No. 333-84954) and incorporated herein by
               reference).
       1.2     Regulations of the Board of Directors of CNH Global N.V.
               dated December 8, 1999.*
       4.1     Outside Directors' Compensation Plan of CNH Global N.V.
               adopted November 12, 1999 and last amended on April 18,
               2000.**
       4.2     Equity Incentive Plan of CNH Global N.V. as amended and
               restated on July 23, 2001 (filed as Exhibit 10.1 to the
               Registration Statement on Form F-3 of CNH Global N.V. (File
               No. 333-84954) and incorporated herein by reference).
       8.1     List of subsidiaries of registrant.
      10.1     Credit Agreement dated 27 July 2000 between Fiat S.p.A., CNH
               Global N.V., Fiat Finance and Trade Ltd. S.A., New Holland
               Credit Company LLC, Case Corporation, Case Credit
               Corporation as Borrowers and The Banks and Chase Manhattan
               International Limited as Facility Agent and Euro Swing-Line
               Agent and The Chase Manhattan Bank as US Swing-Line Agent
               and ABN AMRO Bank N.V., Banca Intesa S.p.A., Chase Manhattan
               plc as Arrangers.**
      10.2     Amended and Restated Transfer and Administration Agreement
               dated December 15, 2000 between CNH Capital Receivables Inc.
               as Transferor, Case Credit Corporation, in its individual
               capacity and as Servicer, Certain APA Banks named therein,
               Certain Funding Agents named therein and The Chase Manhattan
               Bank as Administrative Agent (filed as Exhibit 10(e)(1) to
               the Annual Report on Form 10-K of Case Credit Corporation
               (File No. 33-80775-01) for the year ended December 31, 2000
               and incorporated herein by reference).
      10.3     First Supplemental Indenture dated as of March 28, 2000
               among Case Corporation, CNH Global N.V., as guarantor, and
               The Bank of New York, as trustee, supplementing the
               Indenture dated as of July 31, 1995 between Case Corporation
               and The Bank of New York, as trustee.*
      99.1     Letter of CNH regarding Arthur Andersen LLP.
* Previously filed as an exhibit to the annual report on Form 20-F of the
   registrant for the year ended December 31, 1999 and incorporated herein by
   reference.

** Previously filed as an exhibit to the annual report on Form 20-F of the
   registrant for the year ended December 31, 2000 and incorporated herein by
   reference.