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TABLE OF CONTENTS
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ý | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013 |
or |
o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
|
Commission File Number: 333-182411
CNH INDUSTRIAL CAPITAL LLC
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | | 39-1937630 (I.R.S. Employer Identification Number) |
5729 Washington Avenue Racine, Wisconsin (Address of principal executive offices) | | 53406 (Zip code) |
(262) 636-6011
(Registrant's telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. o Yes ý No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ý Yes o No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes ý No*
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| | | | | | |
Large accelerated filer o | | Accelerated filer o | | Non-accelerated filer ý (Do not check if a smaller reporting company) | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ý No
As of March 28, 2014, all of the limited liability company interests of the registrant were held by an affiliate of the registrant.
The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.
- *
- The registrant currently is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months as if it were subject to such filing requirements during the entirety of such period.
Table of Contents
TABLE OF CONTENTS
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PART I | |
Item 1. | | Business | | | 2 | |
Item 1A. | | Risk Factors | | | 6 | |
Item 1B. | | Unresolved Staff Comments | | | 14 | |
Item 2. | | Properties | | | 14 | |
Item 3. | | Legal Proceedings | | | 14 | |
Item 4. | | Mine Safety Disclosures | | | 14 | |
PART II | |
Item 5. | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | 15 | |
Item 6. | | Selected Financial Data | | | 15 | |
Item 7. | | Managements' Discussion and Analysis of Financial Condition and Results of Operations | | | 15 | |
Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk | | | 28 | |
Item 8. | | Financial Statements and Supplementary Data | | | 28 | |
Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | 29 | |
Item 9A. | | Controls and Procedures | | | 29 | |
Item 9B | | Other Information | | | 29 | |
PART III | |
Item 10. | | Directors, Executive Officers and Corporate Governance | | | 30 | |
Item 11. | | Executive Compensation | | | 30 | |
Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | 30 | |
Item 13. | | Certain Relationships and Related Transactions, and Director Independence | | | 30 | |
Item 14. | | Principal Accounting Fees and Services | | | 30 | |
PART IV | |
Item 15. | | Exhibits and Financial Statement Schedules | | | 31 | |
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PART I
Item 1. Business
Overview
CNH Industrial Capital LLC (formerly known as CNH Capital LLC) (together with its consolidated subsidiaries, "CNH Industrial Capital," the "Company" or "we") is an indirect wholly owned subsidiary of CNH Industrial N.V. ("CNHI" and together with its consolidated subsidiaries, "CNH Industrial") and is headquartered in Racine, Wisconsin. As a captive finance company, our primary business is to underwrite and manage financing products for end-use customers and dealers of CNH Industrial America LLC ("CNH Industrial America") and CNH Industrial Canada Ltd. (collectively, "CNH Industrial North America") and provide other related financial products and services to support the sale of agricultural and construction equipment manufactured by CNH Industrial North America. The primary operating subsidiaries of CNH Industrial Capital include CNH Industrial Capital America LLC ("CNH Industrial Capital America"), New Holland Credit Company, LLC ("New Holland Credit") and CNH Industrial Capital Canada Ltd. ("CNH Industrial Capital Canada"). CNH Industrial Capital America is the primary financing and business entity of CNH Industrial Capital for the United States that enters into retail and wholesale financing arrangements with end-use customers and equipment dealers, and CNH Industrial Capital Canada performs the same functions in Canada, while New Holland Credit acts as the servicer for retail and wholesale receivables originated by CNH Industrial Capital America.
CNH Industrial is the company formed by the merger, completed September 29, 2013, between Fiat Industrial S.p.A. ("Fiat Industrial") and CNH Global N.V. ("CNH Global"), the former indirect parents of CNH Industrial Capital. As a result of the merger, CNH Industrial Capital LLC and its primary operating subsidiaries, including CNH Industrial Capital America, New Holland Credit and CNH Industrial Capital Canada, have become indirect wholly-owned subsidiaries of CNHI (with all of the equity interests in CNH Industrial Capital LLC owned by CNHI through intermediate companies, through which CNHI exercises indirect control over CNH Industrial Capital LLC). CNHI is incorporated in and under the laws of The Netherlands.
On February 28, 2014, CNH Capital LLC changed its name to CNH Industrial Capital LLC; CNH Capital America LLC changed its name to CNH Industrial Capital America LLC; and CNH Capital Canada Ltd. changed its name to CNH Industrial Capital Canada Ltd.
CNH Industrial Capital offers retail loan and lease financing to end-use customers for the purchase of new and used equipment and components, as well as commercial revolving account ("CRA") financing and other financial services. CNH Industrial Capital also provides wholesale financing to CNH Industrial North America equipment dealers and distributors (almost all of which are independently owned and operated). Wholesale financing consists primarily of dealer floorplan financing and gives dealers the ability to maintain a representative inventory of new products. In addition, CNH Industrial Capital provides financing to dealers for used equipment taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs. As a holding company, CNH Industrial Capital LLC generally does not conduct operations of its own but relies on its subsidiaries for the generation and distribution of profits.
To help fund its retail and wholesale financing business, CNH Industrial Capital participates in the asset backed securitization markets. CNH Industrial Capital periodically transfers retail and wholesale receivables originated from end-use customers and dealers to special purpose entities, in exchange for cash proceeds from asset backed securities issued by these special purpose entities. Investors in these asset backed securities in turn receive payments on their securities based on the cash flows from the transferred receivables. CNH Industrial Capital continues to service the transferred receivables and may hold some retained interests in the transferred receivables. These special purpose entities and the investors in the
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asset backed securities have no recourse, beyond CNH Industrial Capital's retained interests, for failure of any end-use customers or dealers to make payments on the transferred receivables when due.
CNH Industrial Capital's revenue is primarily generated through the income of its portfolio and the income generated through marketing programs with CNH Industrial North America. The size of the portfolio is in part related to the level of equipment sales by CNH Industrial North America. The portfolio profitability is linked to the credit quality of the borrowers, the value of collateral and the difference between lending and borrowing rates. For the years ended December 31, 2013 and 2012, the percentage of revenue derived by us from CNH Industrial North America and other CNH Industrial affiliates was 48% and 47%, respectively.
Relationship with CNH Industrial's Agricultural and Construction Equipment Operations
CNH Industrial is a leading capital goods company engaged in the design, production, sale and financing of agricultural and construction equipment, commercial vehicles, buses and specialty vehicles for firefighting defense and other uses, as well as engines and transmissions for those vehicles and engines for marine and power generation applications. CNH Industrial has industrial and financial service companies located in 44 countries and a commercial presence in approximately 190 countries around the world.
The global scope and scale of the agricultural and construction equipment segment of CNH Industrial includes integrated engineering, manufacturing, marketing and distribution of equipment on five continents. For the year ended December 31, 2013, the geographic distribution of net revenues from the agricultural and construction equipment business of CNH Industrial was 43% NAFTA (United States, Canada and Mexico); 28% EMEA (27 member countries of the European Union, Ukraine, Balkans, African continent and the Middle East (excluding Turkey); 18% LATAM (Central and South America and the Caribbean Islands) and 11% APAC (Continental Asia (including Turkey), Oceania and the member countries of the Commonwealth of Independent States (excluding Ukraine).
Under International Financial Reporting Standards ("IFRS"), as of December 31, 2013, CNH Industrial had total assets of €40.9 billion and total equity of €5.6 billion. For the year ended December 31, 2013, CNH Industrial had net revenues of €25.8 billion, of which €16.0 billion was generated by Agricultural and Construction Equipment (before eliminations), and CNH Industrial had profit attributable to owners of the parent of €789 million.
CNH Industrial Capital is a key financing source for CNH Industrial North America's end-use customers and dealers. As a captive finance business, we provide financial services for CNH Industrial North America customers located primarily in the United States and Canada. CNH Industrial North America offers subsidized financing programs, such as low-rate, interest-free or interest-only periods and other sales incentive programs. We participate in and receive reimbursement for these programs, which allow us to offer financing to customers at advantageous interest rates.
Although our primary focus is to finance CNH Industrial North America manufactured equipment, we also provide retail and wholesale financing related to new and used agricultural and construction equipment manufactured by entities other than CNH Industrial North America. However, we are dependent on CNH Industrial North America for substantially all of our business, with revenues related to financing provided to CNH Industrial North America dealers and retail customers purchasing and/or leasing from CNH Industrial North America dealers accounting for over 90% of our total revenues for the year ended December 31, 2013, and with loan portfolios attributable to such financing accounting for over 90% of our total managed receivables as of December 31, 2013.
The size of our portfolio is partially related to the level of equipment sales by CNH Industrial North America, which is driven in part by the strength of the agricultural and construction markets. The credit quality of our portfolio reflects the underwriting standards of CNH Industrial Capital, which are developed internally and independent of the sales volume goals of CNH Industrial North America.
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Effective as of September 29, 2013, in connection with the merger of CNH Global with and into CNHI, CNHI assumed all of CNH Global's obligations under a support agreement, pursuant to which CNH Global agreed to, among other things, (a) make cash capital contributions to us, to the extent necessary to cause our ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51% of the voting equity interests in us and (c) cause us to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million. The support agreement is not intended to be and is not a guarantee by CNHI of our indebtedness or other obligations. The obligations of CNHI to us pursuant to this support agreement are to us only and do not run to, and are not enforceable directly by, any creditor of ours, including holders of our notes or the trustee under the indenture governing our notes. The support agreement may be modified, amended or terminated, at CNHI's election, upon thirty days' prior written notice to us and the rating agencies, if (a) the modification, amendment or termination would not result in a downgrade of our rated indebtedness; (b) the modification, amendment or notice of termination provides that the support agreement will continue in effect with respect to our rated indebtedness then outstanding; or (c) we have no long-term rated indebtedness outstanding.
Products and Services
CNH Industrial Capital's financing products and services fall into the following main categories:
Retail (71.3% of managed portfolio as of December 31, 2013): CNH Industrial Capital provides and administers retail financing to end-use customers for the purchase or lease of new and used CNH Industrial North America equipment or other agricultural and construction equipment sold primarily through CNH Industrial North America dealers and distributors. Retail financing products primarily include retail installment sales contracts, finance leases and operating leases to end-use customers. The terms of retail contracts, finance leases and operating leases (collectively, "receivables") generally range from two to six years, and interest rates on the receivables vary depending on prevailing market interest rates and certain incentive programs offered by CNH Industrial North America.
CNH Industrial Capital utilizes a proprietary credit scoring model as part of the retail credit approval and review process. CNH Industrial Capital also provides servicing and collection operations generally performed through its subsidiary, New Holland Credit, for the retail financing products.
Wholesale (26.9% of managed portfolio as of December 31, 2013): CNH Industrial Capital provides wholesale financing to dealers to finance purchases of new and used agricultural and construction equipment and parts. In addition, CNH Industrial Capital extends credit to dealers for working capital and other financing needs. Currently, CNH Industrial Capital extends credit to approximately 1,100 CNH Industrial North America dealers (with each being a separate legal entity) with approximately 2,100 locations in North America.
The dealer financing agreements provide CNH Industrial Capital with a first priority security interest in the equipment and parts financed and possibly other collateral. A majority of dealers also provide a personal or corporate guaranty (from an affiliate of the dealer). The amount of credit extended is primarily based upon the dealer's expected annual sales, effective net worth, utilization of existing credit lines and inventory turnover. CNH Industrial Capital evaluates and assesses dealers on an ongoing basis as to their credit worthiness and conducts audits of dealer equipment inventories on a regular basis. The amounts of credit made available to dealers are reviewed on a regular basis, which is usually annually, and such amounts are adjusted when deemed appropriate by CNH Industrial Capital.
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Other (1.8% of managed portfolio as of December 31, 2013): CNH Industrial Capital offers other financial products and services, including CRA products and insurance and equipment protection products underwritten through a third-party insurer.
Competition
CNH Industrial Capital's financing products and services are intended to be competitive with those available from third parties. We participate in certain marketing programs sponsored by CNH Industrial North America that allow us to offer financing to customers at competitive or advantageous interest rates or other terms (such as longer contract terms, longer warranty terms or reward cards redeemable for parts or services). Under these programs, including our low-rate financing programs or interest waiver programs, we are compensated by CNH Industrial North America for some or all of the difference between market interest rates and the interest rates offered by us to a customer and for some of the cost of such other advantageous terms. This support from CNH Industrial North America provides a material competitive advantage in offering financing to customers of CNH Industrial North America's products.
We compete primarily with banks, equipment finance and leasing companies, and other financial institutions. Typically, this competition is based upon financial products and services offered, customer service, financial terms and interest rates charged. In addition, some of our competitors may be eligible to participate in government programs providing access to capital at more favorable rates, which may create a competitive disadvantage for CNH Industrial Capital. CNH Industrial Capital believes that its strong, long-term relationship with the dealers and end-use customers and the ease-of-use of our products provides a competitive edge over other third-party financing options. In addition, the marketing programs offered by CNH Industrial North America have a positive influence on the proportion of CNH Industrial North America's equipment sales that are financed by CNH Industrial Capital.
Employees
As of December 31, 2013, CNH Industrial Capital had approximately 470 employees, none of which were represented by unions.
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Item 1A. Risk Factors
The following risks should be considered in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page 15 and the other risks described in the Cautionary Note Regarding Forward-Looking Statements beginning on page 25. These risks may affect our operating results and, individually or in the aggregate, could cause our actual results to differ materially from past and anticipated future results. Except as may be required by law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.
Risks Related to Our Indebtedness and Liquidity
Credit rating changes could affect our access to funding and our cost of funds, which could in turn adversely affect our financial position and results of operations.
Our access to, and cost of, funding depends on, among other things, the credit ratings of us, CNHI and our asset-backed securitization ("ABS") transactions. The rating agencies may change our credit ratings or take other similar actions, which could affect our access to the capital markets and the cost and terms of future borrowings and, therefore, could adversely affect our financial position and results of operations. A lack of funding could result in our inability to meet customer demand for equipment financing, while increased funding costs could lead to decreased profits and could result in our inability to meet customer demand at attractive interest rates, which in turn may adversely affect our financial position and results of operations.
We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and limit our financial and operating flexibility.
As of December 31, 2013, we had an aggregate of $13.0 billion of consolidated indebtedness and our equity was $1.5 billion.
The extent of our indebtedness could have important consequences to our operations and financial results, including:
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- we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes;
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- we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes;
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- we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage;
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- we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions or our business; and
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- we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to provide competitive retail and wholesale financing programs.
Restrictive covenants in our debt agreements could limit our financial and operating flexibility.
The indentures governing our outstanding indebtedness contain, and other credit agreements to which we are a party may contain, covenants that restrict our ability and/or that of our subsidiaries to, among other things:
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- make certain investments;
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- enter into certain types of transactions with affiliates;
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- use assets as security in other transactions;
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- enter into sale and leaseback transactions; and/or
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- sell certain assets or merge with or into other companies.
These restrictive covenants could limit our financial and operating flexibility. For example:
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- limits on incurring additional debt and using assets as security in other transactions could materially limit our future business prospects by restricting us from financing as many customers as we otherwise would, particularly if our traditional funding sources (including principally the ABS markets) were not available;
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- limits on investments could result in a return on assets lower than that of our competitors; and
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- limits on the sale of assets or merger with or into other companies could deny us a future business opportunity despite the benefits that could be realized from such a transaction.
In addition, we are required to maintain certain coverage levels for leverage and EBITDA. Our leverage ratio, defined as the ratio of total net debt to equity, is required not to exceed 9.00:1, and our EBITDA coverage ratio, defined as the ratio of EBITDA to finance charges (interest expenses on a consolidated basis), is required to be at least 1.15:1 until certain credit ratings are achieved.
Although we do not believe any of these covenants presently materially restrict our operations, a breach of one or more of the covenants could result in adverse consequences that could negatively impact our businesses, results of operations and financial condition. These consequences may include the acceleration of amounts outstanding under certain of our credit facilities, triggering an obligation to redeem certain debt securities, termination of certain existing unused commitments by our lenders, refusal by our lenders to extend further credit under one or more of the facilities or to enter into new facilities or the lowering or modification of CNHI's credit ratings, or our credit ratings. We cannot assure you that we will continue to comply with each restrictive covenant at all times, particularly if we were to encounter challenging and volatile market conditions.
Risks Related to Our Business, Strategy and Operations
Reduced demand for agricultural and construction equipment would reduce the opportunities for us to finance equipment.
Our business is largely dependent upon the demand for CNH Industrial North America's products and its customers' willingness to enter into financing or leasing arrangements with respect thereto, which may be negatively affected by challenging global economic conditions. As a result, a significant and prolonged decrease in demand for CNH Industrial North America's products could have a material adverse effect on our business, financial position, results of operations and cash flows. Our primary business is to provide retail and wholesale financing alternatives for CNH Industrial North America's products to CNH Industrial North America's customers and dealers. The demand for CNH Industrial North America's products and our financing products and services is influenced by a number of factors, including:
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- general economic conditions, including shifts in key economic indicators such as gross domestic product;
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- demand for food;
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- commodity prices and the relative level of inventories;
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- net farm income levels;
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- availability of credit;
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- agricultural policies, including aid and subsidies to agricultural enterprises provided by governments and/or supranational organizations as well as alternative fuel mandates and tax policies;
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- seasonality of demand;
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- changes and uncertainties in the monetary and fiscal policies of various governmental and regulatory agencies;
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- CNH Industrial North America's ability to maintain effective distribution networks;
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- currency exchange rates and interest rates;
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- pricing policies by CNH Industrial North America and/or its competitors;
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- public infrastructure spending; and
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- new residential and non-residential construction.
In the equipment industry, changes in demand can occur suddenly, resulting in imbalances in inventories, product capacity, and prices for new and used equipment. If fewer pieces of equipment are sold, CNH Industrial Capital will be presented with fewer opportunities to finance equipment.
Change in support from CNH Industrial North America could limit our ability to offer competitively priced financing to our customers and reduce the percentage of CNH Industrial North America's products financed by us, which may in turn have a material adverse effect on our business, financial position, results of operations and cash flows.
We participate in certain marketing programs sponsored by CNH Industrial North America that allow us to offer financing to customers at advantageous interest rates or other terms (such as longer contract terms, longer warranty terms or reward cards redeemable for parts or services). This support from CNH Industrial North America provides a material competitive advantage in offering financing to customers of CNH Industrial North America's products. Any elimination or reduction of these marketing programs, which affects our ability to offer competitively priced financing to customers, could in turn reduce the percentage of CNH Industrial North America's products financed by us and could have a material adverse effect on our business, financial condition, results of operations and cash flows. For the years ended December 31, 2013, 2012 and 2011, the revenues recognized by us from CNH Industrial North America for marketing programs were $413.4 million, $389.3 million and $378.4 million, respectively, representing 48%, 47% and 46% of our total revenues.
CNH Industrial North America also provides us with other types of operational and administrative support, such as payroll and other human resource services. For the years ended December 31, 2013, 2012 and 2011, we incurred fees charged by our affiliates of $56.4 million, $61.9 million and $62.9 million, respectively, representing 28%, 25%, and 26%, respectively, of our total administrative and operating expenses.
CNH Industrial North America also provides a portion of our funding. The portion of funding provided by CNH Industrial North America is based on various factors, including anticipated external funding transactions, and will fluctuate over time. As of December 31, 2013 and 2012, CNH Industrial North America had loans outstanding to us of $351.0 million and $849.0 million, respectively.
Any change in support from CNH Industrial North America could negatively impact our results of operations.
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An increase in customer credit risk may result in higher delinquencies and defaults, and a deterioration in collateral valuation may reduce our collateral recoveries, which could increase losses on our receivables and leases and adversely affect our financial position and results of operations.
Fundamental to any organization that extends credit is the credit risk associated with its customers. The creditworthiness of each customer, and the rates of delinquencies, repossessions and net losses relating to customer receivables are impacted by many factors, including:
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- relevant industry and general economic conditions (in particular, those conditions most directly affecting the agricultural and construction industries);
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- the availability of capital;
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- changes in interest rates;
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- the experience and skills of the customer's management team;
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- commodity prices;
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- political events;
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- weather; and
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- the value of the collateral securing the extension of credit.
A deterioration in the quality of our financial assets, an increase in delinquencies or a reduction in collateral recovery rates could have an adverse impact on our financial performance. These risks become more acute in any economic slowdown or recession due to decreased demand for (or the availability of) credit, declining asset values, changes in government subsidies, reductions in collateral to receivable balance ratios, and an increase in delinquencies, defaults, insolvencies, foreclosures and losses. In such circumstances, our receivable servicing and litigation costs may also increase. In addition, governments may pass laws, or implement regulations, that modify rights and obligations under existing agreements, or which prohibit or limit the exercise of contractual rights.
When receivables are unpaid and we repossess collateral securing the repayment of the receivable, our ability to sell the collateral to recover or mitigate losses is subject to the market value of such collateral. Those values are affected by levels of new and used inventory of agricultural and construction equipment on the market. They are also dependent upon the strength of the general economy and the strength of market demand for new and used agricultural and construction equipment. In addition, repossessed collateral may be in poor condition, which would reduce its value. Finally, relative pricing of used equipment, compared with new equipment, can affect levels of market demand and the resale of repossessed equipment. An industry-wide decrease in demand for agricultural or construction equipment could result in lower resale values for repossessed equipment, which could increase losses on receivables and leases, adversely affecting our financial position and results of operations.
Changes in interest rates and market liquidity could have a material adverse effect on our earnings and cash flows.
Because a significant number of our receivables are generated at fixed interest rates, our business is subject to fluctuations in interest rates. Although we seek to match fund our assets, with approximately 69% of our receivables and approximately 72% of our funding at a fixed rate, respectively, as of December 31, 2013, changes in market interest rates may influence our financing costs, returns on financial investments and the valuation of derivative contracts and could reduce our earnings and/or cash flow. We also rely on the capital markets and a variety of funding programs to provide liquidity for our operations, including committed asset-backed and unsecured facilities and the issuance of secured and unsecured debt. Significant changes in market liquidity conditions could impact our access to funding and the associated funding costs and reduce our earnings and cash flow.
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Although we manage interest rate and market liquidity risks with a variety of techniques, including a match funding program, the selective use of derivatives and a diversified funding program, there can be no assurance that fluctuations in interest rates and market liquidity conditions will not have a material adverse effect on our earnings and cash flow. If any of the variety of instruments and strategies we use to hedge our exposure to these various types of risk is ineffective, we may incur losses.
If we are unable to obtain funding, in particular through the ABS market and committed asset-backed facilities, at competitive rates, our ability to conduct our financing business may be severely impaired and our financial position, results of operations and cash flows may be materially and adversely affected.
We have traditionally relied upon the term ABS market and committed asset-backed facilities as a primary source of funding and liquidity. Access to funding at competitive rates is essential to our business. From mid-2007 through 2009, events occurred in the global financial markets, including weakened financial condition of several major financial institutions, problems related to subprime mortgages and other financial assets, the devaluation of various securities in secondary markets, the forced sale of asset-backed and other securities by certain investors, and the lowering of ratings on certain non-CNH Industrial ABS transactions, which caused a significant reduction in liquidity in the secondary market for ABS transactions outstanding at such time and a significant increase in funding costs. During these periods, conditions in the ABS market adversely affected our ability to sell receivables on a favorable or timely basis. Similar conditions in the future could have an adverse effect on our financial position, results of operations and cash flows.
To maintain competitiveness in the capital markets and to promote the efficient use of various funding sources, CNH Industrial chose to increase the reserve funds of certain previously issued ABS transactions. Such optional support may, in the future, be required to maintain credit ratings assigned to certain transactions if loss experiences are higher than anticipated. The provision of additional reserve support could have an adverse effect on our financial position, results of operations and cash flow.
If we breach our representations and warranties in connection with our ABS transactions, we may be required to repurchase non-conforming receivables from the securitization vehicles, which could have an adverse effect on our financial position, results of operations and cash flows.
In connection with our ABS transactions, we make customary representations and warranties regarding the receivables being securitized, as disclosed in the related offering documents. While no recourse provisions exist that allow holders of asset-backed securities issued by our trusts to require us to repurchase those securities, a breach of these representations and warranties could give rise to an obligation to repurchase non-conforming receivables from the trusts. Any future repurchases could have an adverse effect on our financial position, results of operations and cash flows.
Certain of our operations are subject to supervision and regulation by governmental authorities and changes in applicable laws or regulations may adversely impact our ability to engage in related business activities or increase the cost of our operations, thus adversely affecting our business, financial position and results of operations.
Our operations are subject, in certain instances, to supervision and regulation by various governmental authorities. These operations are also subject to various laws and judicial and administrative decisions and interpretations imposing requirements and restrictions, which among other things:
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- regulate credit granting activities, including establishing licensing requirements;
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- establish maximum interest rates, and finance and other charges;
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- regulate customers' insurance coverage;
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- require disclosure to customers;
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- govern secured and unsecured transactions;
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- set collection, foreclosure, repossession and claims handling procedures and other trade practices;
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- prohibit discrimination in the extension of credit and administration of loans; and
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- regulate the use and reporting of information related to a borrower.
To the extent that applicable laws are amended or construed differently, new laws are adopted to expand the scope of regulation imposed upon us or applicable laws prohibit interest rates we charge from rising to a level commensurate with risk and market conditions, such events could adversely affect our business and our financial position and results of operations.
The Dodd-Frank Act and future regulations may adversely affect us.
The various requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), including the many implementing regulations yet to be released, may substantially affect our origination, servicing and securitization programs. For example, the Dodd-Frank Act strengthens the SEC's regulatory oversight of these securities and capital market activities and increases the regulation of the ABS markets through, among other things, a mandated risk retention and loan level disclosure requirement for securitizers and a direction to the SEC to regulate credit rating agencies and adopt regulations governing these organizations. While we will continue to monitor these developments and their impact upon our access to the ABS market, these and future SEC regulations (e.g., Regulation AB II) may impact our ability to engage in these activities or increase the effective cost of ABS transactions in the future, which could adversely affect our financial position, results of operations and cash flows.
Our businesses may be affected by unfavorable weather conditions, climate change or natural disasters.
Poor, severe or unusual weather conditions caused by climate change or other factors, particularly during the planting and early growing season, can significantly affect the purchasing decisions of agricultural equipment customers. The timing and quantity of rainfall are two of the most important factors in agricultural production. Insufficient levels of rain prevent farmers from planting crops or may cause growing crops to die, resulting in lower yields. Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may cause crop loss through increased disease or mold growth. Temperature affects the rate of growth, crop maturity, crop quality and yield. Temperatures outside normal ranges can cause crop failure or decreased yields, and may also affect disease incidence. Natural disasters such as regional floods, hurricanes, storms and droughts can have a negative impact on agricultural production. The resulting negative impact on farm income can strongly affect demand for agricultural equipment in any given period.
In addition, natural disasters, pandemic illness, equipment failures, power outages or other unexpected events could result in physical damage to and complete or partial closure of one or more of CNH Industrial's manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of component products from some local and international suppliers, disruption in the transport of CNH Industrial's products to dealers and customers and delay in delivery of the products to distribution centers. All of the foregoing could adversely affect our business and our financial position and results of operations.
Changes in demand for food and alternate energy sources could impact our revenues.
Changing worldwide demand for farm outputs to meet the world's growing food and alternative energy demands, driven in part by government policies and a growing world population, are likely to result in fluctuating agricultural commodity prices, which directly affect sales of agricultural equipment. While higher commodity prices will benefit our crop producing agricultural equipment customers, higher
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commodity prices also result in greater feed costs for livestock and poultry producers, which in turn may result in lower levels of equipment purchased by these customers. Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops they raise, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating bio-fuel utilization could affect demand for CNH Industrial North America's equipment and result in higher research and development costs related to equipment fuel standards.
We are subject to negative conditions in the financial markets and the cyclicality of the capital goods sector.
More than other sectors, producers in the capital goods sector are subject to:
- •
- the condition of financial markets, in particular, the ability to access the ABS market and prevailing interest rates in that market. We make considerable use of ABS transactions to fund financing offered to customers. Adverse conditions in the financial markets, and the ABS market in particular, could have a significant impact on our business prospects, earnings and/or financial position; and
- •
- cyclicality, which can cause sudden (and sometimes material) declines in demand, with negative effects on inventory levels and product pricing, both new and used. In general, demand in the capital goods sector is highly correlated to the economic cycle and can be subject to even greater levels of volatility.
Competitive activity or failure by us to respond to actions by our competitors could adversely affect our business, financial position and results of operations, in particular due to a cost of funds disparity between us and some of our competitors.
We operate in a highly competitive environment, with financing for owners or operators of CNH Industrial North America equipment available through a variety of sources, such as banks, finance companies and other financial institutions, including government sponsored entities. Some of our competitors enjoy certain regulatory, government support or credit rating advantages over CNH Industrial Capital today, which often enable them to access capital on favorable terms, among other things. Such cost of funds disparities between us and our competitors, or any additional regulatory, government support or credit rating changes that enhance the competitive position of our competitors, could result in our inability to effectively compete. The success of our business also depends on our ability to develop and market financing products and services and offer quality customer service that meet the evolving needs of existing and potential customers. Increasing competition may adversely affect our business if we are unable to match the products and services of our competitors. If we are unable to effectively compete, our business, financial position and results of operations will suffer.
Adverse economic conditions could place a financial strain on our dealers and adversely affect our operating results.
Economic conditions could place financial stress on our dealers. Dealer financial difficulties may impact their equipment financing and inventory management decisions, as well as their ability to provide services to their customers purchasing CNH Industrial North America equipment. Accordingly, additional financial strains on members of the CNH Industrial North America dealer network resulting from current or future economic conditions could adversely impact our financial position and results of operations.
A decrease in the residual value of the equipment that we lease could adversely affect our results.
Declines in the residual value of equipment leased by us may reduce our earnings. We determine the residual value of leased equipment, which is the estimated future wholesale market value of leased equipment at the time of the expiration of the lease term. We estimate the residual value of leased equipment at the inception of the lease based on a number of factors, including historical wholesale market sales prices, past remarketing experience and any known significant market/product trends. As of
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December 31, 2013, our total operating lease residual values were $794.0 million. If estimated future market values significantly decline due to economic factors, obsolescence or other adverse circumstances, we may not realize such residual value, which could reduce our earnings, either through an increase in depreciation expense or a decrease in finance revenue.
Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations.
We are involved in various lawsuits and other legal proceedings that arise in the ordinary course of our business. We estimate such potential claims and contingent liabilities and, where appropriate, establish reserves to address these contingent liabilities. The ultimate outcome of the legal matters pending against us or our subsidiaries is uncertain. Further, we could in the future become subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period. In addition, while we maintain insurance coverage with respect to certain claims, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims.
Our affiliates may cease to provide us with financing support.
Prior to their merger, Fiat Industrial owned approximately 87% of the outstanding common shares of CNH Global and Fiat Industrial provided financing to us. During the capital markets crisis, which had a material adverse impact on the ABS markets, we relied more heavily upon financing provided by Fiat Industrial and its predecessors. In the event of a repeat of the severe downturn in the ABS markets, we would need to look to alternative funding sources, including CNH Industrial, though CNH Industrial would have no obligation to provide such financing (other than the obligations assumed by CNHI under the support agreement, dated November 4, 2011). To the extent CNH Industrial does not provide such financing to us when needed, we could suffer from a lack of funding and/or incur increased funding costs if funding is obtained through other third-party sources.
Our participation in cash management pools exposes us to CNH Industrial credit risk, which, in the event of a bankruptcy or insolvency of certain CNH Industrial entities, could render us unable to recover our deposits and in turn materially and adversely affect our financial position and results of operations.
We participate in a group-wide cash management system with other companies within CNH Industrial, including CNH Industrial America and CNH Industrial Canada Ltd. Our positive cash deposits with CNH Industrial, if any, are either invested by CNH Industrial treasury subsidiaries in highly rated, highly liquid money market instruments or bank deposits, or may be applied by CNH Industrial treasury subsidiaries to meet the financial needs of other CNH Industrial entities and vice versa. While we believe participation in such CNH Industrial treasury subsidiaries' cash management pools provides us with financial benefits, it exposes us to CNH Industrial credit risk.
In the event of a bankruptcy or insolvency of CNHI (or any other CNH Industrial entity, including CNH Industrial America and CNH Industrial Canada Ltd., in the jurisdictions with set off agreements) or in the event of a bankruptcy or insolvency of the CNH Industrial entity in whose name the deposit is pooled, we may be unable to secure the return of such funds to the extent they belong to us, and we may be viewed as a creditor of such CNH Industrial entity with respect to such deposits. It is possible that our claims as a creditor could be subordinated to the rights of third-party creditors in certain situations. If we are not able to recover our deposits, our financial position and results of operations may be materially and adversely impacted.
Our financial statements may be adversely impacted by changes in accounting standards.
Our financial statements are subject to the application of U.S. GAAP, which are periodically revised. At times, we are required to adopt new or revised accounting standards issued by recognized bodies. It is
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possible such changes could have a material adverse effect on our reported results of operations or financial position. See "Note 2: Summary of Significant Accounting Policies" to our audited consolidated financial statements for the year ended December 31, 2013 for additional information on the adoption of new accounting guidance.
Risks related to increased information technology security threats
We rely upon information technology systems and networks in connection with a variety of business activities, and we collect and store sensitive data, including personally identifiable information of our customers and employees. Increased information technology security threats and more sophisticated computer crime, including advanced persistent threats, pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data.
In order to manage such risks, we implemented an information security system, an integrated set of policies, processes, methodologies, teams and technologies aimed at ensuring appropriate protection of our data. The information security system has to be constantly aligned with evolving cyber threat scenarios in order for it to be effective. Recent security initiatives included in our information security roadmap concern data loss prevention, data classification (both structured and unstructured data) and laptop encryption. Actions are also in progress to increase our capability to prevent, detect, and react to malicious data leakage attempts.
Despite our efforts, a failure or breach in security could expose us and our customers and dealers to risks of misuse of information or systems, the compromising of confidential information, manipulation and destruction of data and operations disruptions, which in turn could adversely affect our reputation, competitive position, businesses and results of operations. In addition, such breaches in security could result in litigation, regulatory action and potential liability, as well as higher operational and other costs of implementing further data protection measures.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our principal executive offices are located at 5729 Washington Avenue, Racine, WI 53406. We also maintain the following offices:
| | | | | | |
Location | | Primary Function | | Tenant | | Ownership Status |
---|
Burlington, ON | | Office | | CNH Industrial Capital Canada Ltd. | | Leased |
New Holland, PA | | Office | | New Holland Credit Company, LLC | | Leased from New Holland North America, Inc. |
Racine, WI | | Office | | CNH Industrial Capital LLC | | Leased from CNH Industrial America |
Item 3. Legal Proceedings
CNH Industrial Capital is party to various litigation matters and claims arising from its operations. Management believes that the outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on CNH Industrial Capital's financial position or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
All of CNH Industrial Capital LLC's limited liability company interests are owned by CNH Industrial America, which is indirectly wholly-owned by CNHI. There is currently no established trading market for CNH Industrial Capital LLC's limited liability company interests. CNH Industrial Capital LLC declared and paid to CNH Industrial America cash dividends of $200 million, $0 and $85 million in 2013, 2012 and 2011, respectively.
Item 6. Selected Financial Data
Omitted pursuant to General Instruction I of Form 10-K.
Item 7. Managements' Discussion and Analysis of Financial Condition and Results of Operations
Overview
Organization
We offer a range of financial products and services to the dealers and customers of CNH Industrial North America. The principal products offered are retail financing for the purchase or lease of new and used CNH Industrial North America equipment and wholesale financing to CNH Industrial North America dealers. Wholesale financing consists primarily of floor plan financing as well as financing equipment used in dealer-owned rental yards, parts inventory and working capital needs. In addition, we purchase equipment from dealers that are leased to retail customers under operating lease agreements, and we also finance customers' commercial revolving accounts.
Trends and Economic Conditions
Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. For the year ended December 31, 2013, CNH Industrial's agricultural equipment sales increased 7% compared to the year ended December 31, 2012. CNH Industrial's construction equipment sales decreased 14% for the year ended December 31, 2013, compared to the year ended December 31, 2012.
In general, our receivable mix between agricultural and construction equipment financing directionally reflects the mix of equipment sales by CNH Industrial North America. As such, changes in the agricultural industry or with respect to our agricultural equipment borrowers ("farmers") may affect the majority of our portfolio.
Overall, the North American agricultural industry exhibited stability during the economic crisis. During the past few years, farm income in North America has experienced some of its highest historical levels. The financing we provide to our borrowers is secured by the financed equipment, which typically has a long useful life and is a key component in the farmers' sources of income. All of these factors contribute to the strong credit performance of our portfolio in recent periods.
Net income attributable to CNH Industrial Capital LLC was $264.9 million for the year ended December 31, 2013, compared to $211.9 million for the year ended December 31, 2012. Results increased primarily due to a higher average portfolio and lower provision for credit losses, partially offset by narrower financial margins. The receivables balance greater than 30 days past due as a percentage of managed receivables was 0.4%, 0.5% and 0.8% at December 31, 2013, 2012 and 2011, respectively.
Macroeconomic issues for us include the uncertainty of governmental actions in respect to monetary, fiscal and legislative policies, the global economic recovery, capital market disruptions, trade agreements,
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and financial regulatory reform. Significant volatility in the price of certain commodities could also impact CNH Industrial North America's and our results.
Results of Operations
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Revenues
Revenues for the years ended December 31, 2013 and 2012 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2013 | | 2012 | | $ Change | | % Change | |
---|
Interest income on retail notes and finance leases | | $ | 181,342 | | $ | 178,444 | | $ | 2,898 | | | 1.6 | % |
Interest income on wholesale notes | | | 63,760 | | | 62,213 | | | 1,547 | | | 2.5 | |
Interest and other income from affiliates | | | 414,957 | | | 392,463 | | | 22,494 | | | 5.7 | |
Rental income on operating leases | | | 138,937 | | | 133,806 | | | 5,131 | | | 3.8 | |
Servicing fee income | | | 532 | | | 940 | | | (408 | ) | | (43.4 | ) |
Other income | | | 58,593 | | | 66,138 | | | (7,545 | ) | | (11.4 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Total revenues | | $ | 858,121 | | $ | 834,004 | | $ | 24,117 | | | 2.9 | % |
| | | | | | | | | |
| | | | | | | | | | | | | |
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| | | | | | | | | |
Revenues totaled $858.1 million for the year ended December 31, 2013 compared to $834.0 million for the year ended December 31, 2012. A higher average portfolio primarily drove the year over year increase, partially offset by a decrease in our average yield. The average yield for retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables was 5.6% for the year ended December 31, 2013, compared to 6.2% for the year ended December 31, 2012.
Interest income on retail notes and finance leases for the year ended December 31, 2013 was $181.3 million, representing an increase of $2.9 million from the year ended December 31, 2012. The increase was primarily due to a $26.2 million favorable impact from higher average earning assets, partially offset by a $23.3 million unfavorable impact from lower interest rates.
Interest income on wholesale notes for the year ended December 31, 2013 was $63.8 million, representing an increase of $1.5 million from the year ended December 31, 2012. The increase was primarily due to a $5.3 million favorable impact from higher average earning assets, partially offset by a $3.8 million unfavorable impact from lower interest rates.
Interest and other income from affiliates for the year ended December 31, 2013 was $415.0 million compared to $392.5 million for the year ended December 31, 2012. Compensation from CNH Industrial North America for retail low-rate financing programs and interest waiver programs offered to customers was $219.2 million and $210.0 million for the years ended December 31, 2013 and 2012, respectively, with the increase primarily due to higher volumes. Compensation from CNH Industrial North America for the difference between the market rental rates and the amounts paid by the customers of CNH Industrial North America for operating leases was $35.9 million and $30.4 million for the years ended December 31, 2013 and 2012, respectively, with the increase primarily due to higher originations of equipment on operating leases. For the year ended December 31, 2013, compensation from CNH Industrial North America for wholesale marketing programs was $158.3 million compared to $149.0 million for the prior year. The increase was primarily due to higher average earning wholesale assets.
Rental income on operating leases for the year ended December 31, 2013 was $138.9 million, an increase of $5.1 million from the year ended December 31, 2012. The increase was primarily due to a $24.8 million favorable impact from higher average earning assets, partially offset by a $19.7 million unfavorable impact from lower rates on new and existing operating leases.
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Other income for the year ended December 31, 2013 was $58.6 million, a decrease of $7.5 million from the year ended December 31, 2012. The decrease was primarily due to the decrease in average earning assets on credit revolving accounts.
Expenses
Expenses for the years ended December 31, 2013 and 2012 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2013 | | 2012 | | $ Change | | % Change | |
---|
Total interest expense | | $ | 257,322 | | $ | 254,073 | | $ | 3,249 | | | 1.3 | % |
Fees charged by affiliates | | | 56,405 | | | 61,895 | | | (5,490 | ) | | (8.9 | ) |
(Benefit) provision for credit losses, net | | | (5,904 | ) | | 44,578 | | | (50,482 | ) | | (113.2 | ) |
Depreciation of equipment on operating leases | | | 114,053 | | | 107,836 | | | 6,217 | | | 5.8 | |
Other expenses | | | 35,083 | | | 35,929 | | | (846 | ) | | (2.4 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Total expenses | | $ | 456,959 | | $ | 504,311 | | $ | (47,352 | ) | | (9.4 | )% |
| | | | | | | | | |
| | | | | | | | | | | | | |
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| | | | | | | | | |
Interest expense totaled $257.3 million for the year ended December 31, 2013 compared to $254.1 million for the year ended December 31, 2012. The increase was primarily due to a $31.5 million unfavorable impact from higher average debt partially offset by a $28.3 million favorable impact from lower average interest rates. The average interest rate was 1.7% for the year ended December 31, 2013 compared to 1.8% for the year ended December 31, 2012.
The benefit for credit losses for the year ended December 31, 2013 totaled $5.9 million compared to a provision of $44.6 million for the year ended December 31, 2012. The change was primarily due to the improved portfolio performance and collections from certain customers previously identified as impaired.
The effective tax rate for the year ended December 31, 2013 was 33.6%, compared to 35.2% for the year ended December 31, 2012. The decrease in the effective tax rate was primarily due to the retroactive reinstatement of the exception to U.S. taxation of active financing income as a result of the American Taxpayer Relief Act of 2012 and changes in the geographic mix of income earned within the U.S. and Canada. The lapse of the active financing income exception resulted in a tax detriment of $2.7 million in 2012 and a corresponding tax benefit of $2.7 million in 2013.
Receivables and Equipment on Operating Leases Originated and Held
Receivables and equipment on operating lease originations for the years ended December 31, 2013 and 2012 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2013 | | 2012 | | $ Change | | % Change | |
---|
Retail receivables | | $ | 4,939,764 | | $ | 4,416,370 | | $ | 523,394 | | | 11.9 | % |
Wholesale receivables | | | 14,742,250 | | | 14,259,198 | | | 483,052 | | | 3.4 | |
Other receivables | | | 946,424 | | | 963,659 | | | (17,235 | ) | | (1.8 | ) |
Equipment on operating leases | | | 620,561 | | | 459,477 | | | 161,084 | | | 35.1 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Total originations | | $ | 21,248,999 | | $ | 20,098,704 | | $ | 1,150,295 | | | 5.7 | % |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Originations increased in 2013 compared to 2012, primarily due to increased unit sales of CNH Industrial North America equipment.
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Total receivables and equipment on operating leases held as of December 31, 2013 and 2012 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2013 | | 2012 | | $ Change | | % Change | |
---|
Retail receivables | | $ | 8,480,893 | | $ | 7,363,384 | | $ | 1,117,509 | | | 15.2 | % |
Wholesale receivables | | | 3,573,524 | | | 3,265,173 | | | 308,351 | | | 9.4 | |
Other receivables | | | 230,817 | | | 226,039 | | | 4,778 | | | 2.1 | |
Equipment on operating leases | | | 974,307 | | | 754,371 | | | 219,936 | | | 29.2 | |
| | | | | | | | | | |
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Total receivables and equipment on operating leases | | $ | 13,259,541 | | $ | 11,608,967 | | $ | 1,650,574 | | | 14.2 | % |
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The total retail receivables balance 30 days or more past due as a percentage of the retail receivables was 0.4% and 0.7% at December 31, 2013 and 2012, respectively. The total wholesale receivables balance 30 days or more past due as a percentage of the wholesale receivables was not significant at December 31, 2013 or 2012. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $30.2 million and $29.3 million at December 31, 2013 and 2012, respectively. Total wholesale receivables on nonaccrual status were $30.4 million and $61.2 million at December 31, 2013 and 2012, respectively.
Total receivable write-off amounts and recoveries, by product for the years ended December 31, 2013 and 2012 were as follows (dollars in thousands):
| | | | | | | |
| | 2013 | | 2012 | |
---|
Write-offs: | | | | | | | |
Retail | | $ | 14,321 | | $ | 28,238 | |
Wholesale | | | 238 | | | 1,857 | |
Other | | | 5,780 | | | 7,906 | |
| | | | | |
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Total write-offs | | | 20,339 | | | 38,001 | |
| | | | | |
| | | | | | | |
Recoveries: | | | | | | | |
Retail | | | (3,488 | ) | | (5,206 | ) |
Wholesale | | | (674 | ) | | (312 | ) |
Other | | | (3,066 | ) | | (3,276 | ) |
| | | | | |
| | | | | | | |
Total recoveries | | | (7,228 | ) | | (8,794 | ) |
| | | | | |
| | | | | | | |
Write-offs, net of recoveries: | | | | | | | |
Retail | | | 10,833 | | | 23,032 | |
Wholesale | | | (436 | ) | | 1,545 | |
Other | | | 2,714 | | | 4,630 | |
| | | | | |
| | | | | | | |
Total write-offs, net of recoveries | | $ | 13,111 | | $ | 29,207 | |
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The decrease in retail write-offs in 2013 was primarily due to the write-off on one retail customer ($13.8 million) in 2012 in a non-core business that we exited and for which a full reserve had been made.
Our allowance for credit losses on all receivables financed totaled $102.0 million at December 31, 2013 and $122.3 million at December 31, 2012. The level of the allowance is based on quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions, collateral value and credit risk quality. We believe our allowance is sufficient to provide for losses in our receivable portfolio as of December 31, 2013.
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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Revenues
Revenues for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2012 | | 2011 | | $ Change | | % Change | |
---|
Interest income on retail notes and finance leases | | $ | 178,444 | | $ | 178,200 | | $ | 244 | | | 0.1 | % |
Interest income on wholesale notes | | | 62,213 | | | 60,130 | | | 2,083 | | | 3.5 | |
Interest and other income from affiliates | | | 392,463 | | | 382,006 | | | 10,457 | | | 2.7 | |
Rental income on operating leases | | | 133,806 | | | 137,729 | | | (3,923 | ) | | (2.8 | ) |
Servicing fee income | | | 940 | | | 1,747 | | | (807 | ) | | (46.2 | ) |
Other income | | | 66,138 | | | 71,187 | | | (5,049 | ) | | (7.1 | ) |
| | | | | | | | | | |
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Total revenues | | $ | 834,004 | | $ | 830,999 | | $ | 3,005 | | | 0.4 | % |
| | | | | | | | | |
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| | | | | | | | | | | | | |
| | | | | | | | | |
Revenues totaled $834.0 million for the year ended December 31, 2012 compared to $831.0 million for the year ended December 31, 2011. A higher average portfolio primarily drove the year over year increase, partially offset by a decrease in our average yield. The average yield for retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables was 6.2% for the year ended December 31, 2012 compared to 6.9% for the year ended December 31, 2011.
Interest income on retail notes and finance leases for the year ended December 31, 2012 was $178.4 million, representing an increase of $0.2 million from the year ended December 31, 2011. The increase was primarily due to a $20.2 million favorable impact from higher average earning assets, partially offset by a $20.0 million unfavorable impact from lower interest rates.
Interest income on wholesale notes for the year ended December 31, 2012 was $62.2 million, representing an increase of $2.1 million from the year ended December 31, 2011. The increase was primarily due to a $3.3 million favorable impact from higher average earning assets, partially offset by a $1.2 million unfavorable impact from lower interest rates.
Interest and other income from affiliates for the year ended December 31, 2012 was $392.5 million compared to $382.0 million for the year ended December 31, 2011. Compensation from CNH Industrial North America for retail low-rate financing programs and interest waiver programs offered to customers was $210.0 million and $216.5 million for the years ended December 31, 2012 and 2011, respectively, with the decrease primarily due to lower interest rates charged. Compensation from CNH Industrial North America for the difference between the market rental rates and the amounts paid by the customers of CNH Industrial North America for operating leases was $30.4 million and $26.5 million for the years ended December 31, 2012 and 2011, respectively, with the increase primarily due to higher originations of equipment on operating leases. For the year ended December 31, 2012, compensation from CNH Industrial North America for wholesale marketing programs was $149.0 million compared to $135.3 million for the prior year. The increase was primarily due to higher average earning wholesale assets.
Rental income on operating leases for the year ended December 31, 2012 was $133.8 million, a decrease of $3.9 million from the year ended December 31, 2011. The decrease was primarily due to a $17.3 million unfavorable impact from lower rates on new and existing operating leases, partially offset by a $13.4 million favorable impact from higher average earning assets.
Expenses
Interest expense totaled $254.1 million for the year ended December 31, 2012 compared to $268.8 million for the year ended December 31, 2011. The decrease was primarily due to a $42.1 million favorable impact from lower average interest rates, partially offset by a $27.4 unfavorable impact from
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higher average debt. The average interest rate was 1.8% for the year ended December 31, 2012 compared to 2.1% for the year ended December 31, 2011.
Administrative and operating expenses were $250.2 million for the year ended December 31, 2012 compared to $242.6 million for the year ended December 31, 2011. The increase was primarily due to an increase of $11.7 million in the provision for credit losses, partially offset by a reduction of $2.5 million in depreciation of equipment on operating leases.
The provision for credit losses for the year ended December 31, 2012 totaled $44.6 million compared to $32.9 million for the year ended December 31, 2011. The increase was primarily due to higher portfolio growth, as well as higher expected loss rates on the portfolio primarily as a result of the impact of the U.S. drought.
The provision for income taxes was $116.1 million in 2012, resulting in a 35.2% effective tax rate, compared to a provision for income taxes of $118.1 million and a 36.9% effective tax rate in 2011. The decrease in the effective tax rate was primarily due to the change in geographic mix of income earned within the U.S.
Receivables and Equipment on Operating Leases Originated and Held
Receivables and equipment on operating lease originations for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2012 | | 2011 | | $ Change | | % Change | |
---|
Retail receivables | | $ | 4,416,370 | | $ | 3,777,794 | | $ | 638,576 | | | 16.9 | % |
Wholesale receivables | | | 14,259,198 | | | 13,308,030 | | | 951,168 | | | 7.1 | |
Other | | | 963,659 | | | 951,084 | | | 12,575 | | | 1.3 | |
Equipment on operating leases | | | 459,477 | | | 386,361 | | | 73,116 | | | 18.9 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Total originations | | $ | 20,098,704 | | $ | 18,423,269 | | $ | 1,675,435 | | | 9.1 | % |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Retail and wholesale receivable originations increased in 2012 compared to 2011, primarily due to increased unit sales of CNH Industrial North America equipment. The increase in equipment on operating lease originations for 2012 compared to 2011 was due to the mix of leasing programs offered.
Total receivables and equipment on operating leases held as of December 31, 2012 and 2011 were as follows (dollars in thousands):
| | | | | | | | | | | | | |
| | 2012 | | 2011 | | $ Change | | % Change | |
---|
Retail receivables | | $ | 7,363,384 | | $ | 6,258,289 | | $ | 1,105,095 | | | 17.7 | % |
Wholesale receivables | | | 3,265,173 | | | 2,972,116 | | | 293,057 | | | 9.9 | |
Other | | | 226,039 | | | 262,817 | | | (36,778 | ) | | (14.0 | ) |
Equipment on operating leases | | | 754,371 | | | 647,617 | | | 106,754 | | | 16.5 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Total receivables and equipment on operating leases | | $ | 11,608,967 | | $ | 10,140,839 | | $ | 1,468,128 | | | 14.5 | % |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
The total retail receivables balance 30 days or more past due as a percentage of the retail receivables was 0.7% and 1.0% at December 31, 2012 and 2011, respectively. Market conditions generally continued to improve and stabilize in the agricultural and construction equipment sectors during the relevant periods. The total wholesale receivables balance 30 days or more past due as a percentage of the wholesale receivables was not significant at December 31, 2012 and 2011. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $29.3 million and $55.5 million at December 31, 2012 and 2011, respectively. Total wholesale receivables on nonaccrual status were $61.2 million and $54.4 million at December 31, 2012 and 2011, respectively.
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Total receivable write-off amounts and recoveries, by product for the years ended December 31, 2012 and 2011 were as follows (dollars in thousands):
| | | | | | | |
| | 2012 | | 2011 | |
---|
Write-offs: | | | | | | | |
Retail | | $ | 28,238 | | $ | 27,770 | |
Wholesale | | | 1,857 | | | 12,613 | |
Other | | | 7,906 | | | 12,770 | |
| | | | | |
| | | | | | | |
Total write-offs | | | 38,001 | | | 53,153 | |
| | | | | |
| | | | | | | |
Recoveries: | | | | | | | |
Retail | | | (5,206 | ) | | (5,850 | ) |
Wholesale | | | (312 | ) | | (447 | ) |
Other | | | (3,276 | ) | | (3,431 | ) |
| | | | | |
| | | | | | | |
Total recoveries | | | (8,794 | ) | | (9,728 | ) |
| | | | | |
| | | | | | | |
Write-offs, net of recoveries: | | | | | | | |
Retail | | | 23,032 | | | 21,920 | |
Wholesale | | | 1,545 | | | 12,166 | |
Other | | | 4,630 | | | 9,339 | |
| | | | | |
| | | | | | | |
Total write-offs, net of recoveries | | $ | 29,207 | | $ | 43,425 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The increase in retail write-offs in 2012 was primarily due to the write-off of one retail customer ($13.8 million) in a non-core business that we have exited and for which a full reserve had been made. Higher wholesale write-offs for 2011 were primarily due to losses incurred with one dealer.
Our allowance for credit losses on all receivables financed totaled $122.3 million at December 31, 2012 and $106.7 million at December 31, 2011. The level of the allowance is based on quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk. We believe our allowance is sufficient to provide for incurred losses in our existing receivable portfolio.
Liquidity and Capital Resources
The following discussion of liquidity and capital resources principally focuses on our statements of cash flows, balance sheets and capitalization. CNH Industrial Capital's current funding strategy is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments and funding options.
In the past, securitization has been one of our most economical sources of funding and, therefore, the majority of our originated retail receivables are securitized with the cash generated from such receivables utilized to repay the related debt. We expect securitization to continue to represent a substantial portion of our capital structure.
In addition, we have committed secured and unsecured facilities, unsecured bonds, affiliate borrowings and cash to fund our liquidity and capital needs.
Since 2011, we have accessed the unsecured bond market in order to add more diversity to our funding sources. Our outstanding unsecured senior notes totaled $2.35 billion as of December 31, 2013. We expect continued changes to our funding profile, with less reliance on the securitization market, as costs and terms of accessing the unsecured term market continue to improve.
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Cash Flows
| | | | | | | | | | |
| | For the Years Ended December 31, | |
---|
| | 2013 | | 2012 | | 2011 | |
---|
| | (in thousands)
| |
---|
Cash flows provided by (used in): | | | | | | | | | | |
Operating activities | | $ | 417,990 | | $ | 526,581 | | $ | 465,102 | |
Investing activities | | | (2,006,105 | ) | | (1,501,609 | ) | | (966,553 | ) |
Financing activities | | | 1,499,810 | | | 1,166,848 | | | 674,752 | |
| | | | | | | |
| | | | | | | | | | |
Net cash (decrease) increase | | $ | (88,305 | ) | $ | 191,820 | | $ | 173,301 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Operating activities in the year ended December 31, 2013 generated cash of $418 million, resulting primarily from net income of $266 million, adjusted by depreciation and amortization of $115 million and deferred income tax expense of $35 million. The decrease in cash provided by operating activities in 2013 compared to 2012 was primarily due to a $140 million lower improvement in working capital. Operating activities in 2012 generated $527 million of cash, resulting primarily from net income of $214 million, adjusted by depreciation and amortization of $109 million, a decrease in affiliated accounts and notes receivables of $99 million and a decrease in other assets and equipment held for sale of $60 million. The increase of cash provided by operating activities in 2012 compared to 2011 was primarily due to $87 million improvement in working capital. Operating activities in 2011 generated $465 million cash, resulting primarily from net income of $202 million, adjusted by depreciation and amortization of $112 million and deferred income tax expense of $59 million.
Net cash flows used in investing activities in the year ended December 31, 2013 totaled $2,006 million, resulting primarily from a net growth in receivables of $1,588 million, $621 million in expenditures for equipment on operating leases, and an increase in restricted cash of $66 million, partially offset by proceeds from the sale of equipment on operating leases of $272 million. The increase in cash used by investing activities in 2013 compared to 2012 was primarily due to an increase in net growth in receivables and operating leases. Net cash flows used in investing activities in the year ended December 31, 2012 totaled $1,502 million, resulting primarily from a net growth in receivables of $1,333 million, and $460 million in expenditures for equipment on operating leases, partially offset by a decrease in restricted cash of $44 million and proceeds from the sale of equipment on operating leases of $250 million. The increase in cash used by investing activities in 2012 compared to 2011 was primarily due to an increase in net growth in receivables. Cash flows used by investing activities in 2011 totaled $967 million, resulting from a net growth in receivables of $819 million and $386 million in expenditures for equipment on operating leases, partially offset by proceeds from the sale of equipment on operating leases of $238 million.
Financing activities in the year ended December 31, 2013 generated cash of $1,500 million, resulting primarily from net cash received of $2,365 million from long-term debt, partially offset by net cash paid of $508 million for affiliated debt, $158 million in net cash paid on short-term borrowings and a $200 million dividend paid to CNH Industrial America. The increase in cash from financing activities in 2013 compared to 2012 was primarily due to a higher increase in net cash received from long-term debt, partially offset by increased net payments of affiliated debt and revolving credit facilities and the dividend paid to CNH Industrial America. Net cash flows of $1,167 million from financing activities in the year ended December 31, 2012 primarily reflected the cash received of $6,056 million from affiliated debt, long-term debt and short-term borrowings and cash paid of $4,889 million for affiliated and long-term debt. Cash provided by financing activities in 2011 of $675 million primarily reflected the $5,579 million issuance of long term debt, revolving credit facilities and affiliated debt, partially offset by payments of $4,819 million to reduce long term and affiliated debt and a payment of $85 million of cash dividends to CNH Industrial America. The increase in cash provided by financing activities in 2012 compared to 2011 was primarily due to reduced net payments of affiliated debt and the absence of a dividend paid in 2012.
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Securitization
CNH Industrial Capital and its predecessor entities have been securitizing receivables since 1992. Because this market generally remains a cost-effective financing source and allows access to a wide investor base, we expect to continue utilizing securitization as one of our core sources of funding in the near future. CNH Industrial Capital has completed public and private issuances of asset-backed securities in both the U.S. and Canada and, as of December 31, 2013, the amounts outstanding were approximately $7.4 billion.
Committed Asset-Backed Facilities
CNH Industrial Capital has committed asset-backed facilities with several banks, primarily through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.7 billion at December 31, 2013, with original borrowing maturities of up to two years. The unused availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At December 31, 2013, approximately $1.0 billion of funding was available for use under these facilities.
Unsecured Funding
As of December 31, 2013, we had outstanding unsecured senior notes of $750.0 million at an annual fixed rate of 3.875% due 2015, $500.0 million at an annual fixed rate of 6.250% due 2016, $500 million at an annual fixed rate of 3.250% due 2017 and $600.0 million at an annual fixed rate of 3.625% due 2018.
As of December 31, 2013, we had a $250 million, five-year, unsecured credit facility, consisting of a $150 million term facility and a $100 million revolving credit facility, with a final maturity in July 2016. Additionally, as of December 31, 2013, we had a $250 million unsecured credit agreement with a consortium of banks.
Affiliate Sources
CNH Industrial Capital borrows, as needed, from CNH Industrial. This source of funding is primarily used to finance various on-book assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We have obtained financing from CNHI treasury subsidiaries and, from time to time, have entered into term loan agreements. At December 31, 2013, affiliated debt was $0.4 billion, down from $0.9 billion at December 31, 2012.
Equity Position
Our equity position also supports our capabilities to access various funding sources. Our stockholder's equity at December 31, 2013 and 2012 was $1.5 billion.
On May 31, 2013, CNH Industrial Capital LLC paid a dividend of $200.0 million to CNH Industrial America.
Liquidity
The vast majority of CNH Industrial Capital's debt is self-liquidating from the cash generated by the underlying amortizing receivables. Normally, additional liquidity should not be necessary for the repayment of such debt. New originations of retail receivables are usually warehoused in committed asset-backed facilities until being refinanced in the term ABS market or with other third-party debt. New
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wholesale receivables are typically financed through a master trust and funded by variable funding notes or on a term basis. Our liquidity available for use as of December 31, 2013 is as follows (dollars in thousands):
| | | | |
| | 2013 | |
---|
Cash, cash equivalents and restricted cash | | $ | 1,482,116 | |
Committed asset-backed facilities | | | 3,719,724 | |
Committed unsecured facilities | | | 350,000 | |
| | | |
| | | | |
Total cash and facilities | | | 5,551,840 | |
Less: restricted cash | | | (784,508 | ) |
Less: facilities utilization | | | (2,750,506 | ) |
| | | |
| | | ��� | |
Total available for use | | $ | 2,016,826 | |
| | | |
| | | | |
| | | | |
| | | |
The liquidity available for use varies due to changes in origination volumes, reflecting the financing needs of our customers, and is influenced by the timing of any refinancing of underlying receivables.
In connection with a limited number of funding transactions, we provide financial guarantees to various parties on behalf of certain foreign financial services subsidiaries of CNHI for approximately $278.3 million.
Debt
Our consolidated debt as of December 31, 2013 and 2012 is set forth in the table below (dollars in thousands):
| | | | | | | |
| | 2013 | | 2012 | |
---|
Short-term debt (including current maturities of long-term debt) | | $ | 4,289,189 | | $ | 4,230,237 | |
Long-term debt | | | 8,345,588 | | | 6,321,551 | |
| | | | | |
| | | | | | | |
Total third-party debt | | | 12,634,777 | | | 10,551,788 | |
Affiliated debt | | | 351,004 | | | 864,032 | |
| | | | | |
| | | | | | | |
Total debt | | $ | 12,985,781 | | $ | 11,415,820 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The majority of our debt is secured third-party financing, including borrowings under committed asset-backed facilities and issuance of term securitization transactions.
Cash, Cash Equivalents and Restricted Cash
The following table shows cash and cash equivalents and restricted cash as of December 31, 2013 and 2012 (dollars in thousands):
| | | | | | | |
| | 2013 | | 2012 | |
---|
Cash and cash equivalents | | $ | 697,608 | | $ | 785,913 | |
Restricted cash | | | 784,508 | | | 727,186 | |
| | | | | |
| | | | | | | |
Total cash | | $ | 1,482,116 | | $ | 1,513,099 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Cash and cash equivalents and restricted cash are comprised of highly liquid investments with short-term original maturities. See "Liquidity and Capital Resources—Cash Flows" for a further discussion of the change in our cash position.
Restricted cash is principally held by depository banks in order to comply with securitization contractual agreements, such as providing cash reserve accounts for the benefit of securitization investors.
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Off-Balance Sheet Arrangements
We disclose our off-balance sheet arrangements in the notes to our consolidated financial statements. For more information, please see "Note 4: Receivables" to our consolidated financial statements for the year ended December 31, 2013.
Recent Developments
On February 20, 2014, we, through a bankruptcy-remote trust, issued $1.0 billion of amortizing asset-backed notes secured by U.S. retail loan contracts.
On March 13, 2014, we extended the $200.0 million wholesale facility under the U.S. master trust to May 2014.
We have declared a dividend of $90.0 million to be paid to CNH Industrial America on March 31, 2014.
Contractual Obligations
The following table sets forth the aggregate amounts of our contractual obligations and commitments as of December 31, 2013 with definitive payment terms that will require significant cash outlays in the future (dollars in thousands).
| | | | | | | | | | | | | | | | |
| | Payments Due by Period | |
---|
| | Total | | Less than 1 year | | 1 - 3 years | | 4 - 5 years | | After 5 years | |
---|
Short-term and long-term debt(1) | | $ | 12,634,777 | | $ | 4,289,189 | | $ | 5,350,930 | | $ | 2,928,378 | | $ | 66,280 | |
Affiliated debt | | | 351,004 | | | 351,004 | | | — | | | — | | | — | |
Interest on fixed rate debt | | | 606,507 | | | 174,896 | | | 300,247 | | | 131,204 | | | 160 | |
Interest on floating rate debt(2) | | | 248,197 | | | 55,759 | | | 108,552 | | | 82,915 | | | 971 | |
Operating leases(3) | | | 11,500 | | | 2,300 | | | 6,900 | | | 2,300 | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total contractual obligations | | $ | 13,851,985 | | $ | 4,873,148 | | $ | 5,766,629 | | $ | 3,144,797 | | $ | 67,411 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Short-term debt shown as less than one year includes current maturities of long-term debt of $2,382,623.
- (2)
- The interest funding requirements are based on the year-end 2013 interest rates.
- (3)
- Minimum rental commitments.
See "Liquidity and Capital Resources—Debt" for information relating to our consolidated debt as of December 31, 2013.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact contained in this annual report, including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, capital expenditures, capital structure or other financial items; costs; and plans and objectives of management regarding operations, products and services, are forward-looking statements. These statements may include terminology such as "may," "will," "expect," "could," "should," "intend," "estimate," "anticipate," "believe," "outlook," "continue," "remain," "on track," "design," "target," "objective," "goal," or similar terminology.
Our outlook is predominantly based on our interpretation of what we consider to be key economic assumptions and involves risks and uncertainties that could cause actual results to differ (possibly
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materially) from such forward-looking statements. Macro-economic factors including monetary policy, interest rates, currency exchange rates, inflation, deflation, credit availability and government intervention in an attempt to influence such factors may have a material impact on our customers and the demand for our financing products and services. The demand for CNH Industrial North America's products and, in turn, our financing products and services is influenced by a number of factors, including, among other things: general economic conditions; demand for food; commodity prices, raw material and component prices and stock levels; net farm income levels; availability of credit; developments in biofuels; infrastructure spending rates; housing starts; commercial construction; seasonality of demand; changes and uncertainties in the monetary and fiscal policies of various governmental and regulatory entities; CNH Industrial North America's ability to maintain key dealer relationships; currency exchange rates and interest rates; pricing policies by CNH Industrial North America or its competitors; political, economic and legislative changes; and the other risks described in "Risk Factors". Some of the other significant factors which may affect our results include our access to credit, restrictive covenants in our debt agreements, actions by rating agencies concerning the ratings on our debt and asset-backed securities and the credit rating of CNHI, weather, climate change and natural disasters, actions taken by our competitors, the effect of changes in laws and regulations, the results of legal proceedings and employee relations.
Furthermore, in light of ongoing economic uncertainty, both globally and in the industries in which we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. 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.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions and conditions. Our critical accounting policies and estimates, which require management assumptions and complex judgments, are summarized below.
Allowance for Credit Losses
The allowance for credit losses is our estimate of probable losses for receivables owned by us and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which we have determined it is probable that we will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.
The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured
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in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.
The total allowance for credit losses at December 31, 2013 and 2012 was $102.0 million and $122.3 million, respectively. Management's ongoing evaluation of the adequacy of the allowance for credit losses takes into consideration historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of underlying collateral and current economic conditions.
While management believes it has exercised prudent judgment and applied reasonable assumptions, there can be no assurance that, in the future, changes in economic conditions or other factors will not cause changes in the financial condition of our customers. If the financial condition of some of our customers deteriorates, the timing and level of payments received could be impacted and, therefore, could result in an increase in losses on the current portfolio.
Equipment on Operating Lease Residual Values
We purchase equipment from our dealers and other independent third parties and lease such equipment to retail customers under operating leases. Income from these operating leases is recognized over the term of the lease. Our decision on whether or not to offer lease financing to customers is based, in part, upon estimated residual values of the leased equipment, which are estimated at the lease inception date and periodically updated. Realization of the residual values, a component in the profitability of a lease transaction, is dependent on our ability to market the equipment at lease termination under the then prevailing market conditions. Model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Although realization is not assured, management believes that the estimated residual values are realizable.
Total operating lease residual values at December 31, 2013 and 2012 were $794.0 million and $607.0 million, respectively.
Estimates used in determining end-of-lease market values for equipment on operating leases significantly impact the amount and timing of depreciation expense. If future market values for this equipment were to decrease 10% from our present estimates, the total impact would be to increase our depreciation expense on equipment on operating leases by approximately $79.4 million. This amount would be charged to depreciation expense during the remaining lease terms such that the net investment in operating leases at the end of the lease terms would be equal to the revised residual values. Initial lease terms generally range from three to four years.
New Accounting Pronouncements Adopted in Prior Years
In June 2011, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on the presentation of comprehensive income in financial statements. The new guidance removed current presentation options and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. The new reporting required by this accounting guidance has been included in these financial statements.
On January 1, 2012, we adopted FASB Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification ("ASC") 820, Fair Value Measurement. This ASU requires the categorization by level for items that are required to be disclosed at fair value and information about transfers between Level 1 and Level 2 and additional disclosure for Level 3 measurements. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The adoption did not have a material effect on our consolidated financial statements.
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New Accounting Pronouncements Adopted in 2013
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which amends ASC 210, Balance Sheet. This ASU requires entities to disclose gross and net information about both instruments and transactions eligible for offset in the statement of financial position and those subject to an agreement similar to a master netting arrangement. This includes derivatives and other financial securities arrangements. This ASU has been adopted and did not have a material effect on our consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02 ("ASU 2013-02"), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("AOCI"). Some of the key amendments require us to present, either on the face of the statement of operations or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, we are required to cross-reference other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for our annual and interim periods beginning January 1, 2013.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market risks, primarily changes in interest rates. We monitor our exposure to these risks, and manage the underlying economic exposures on transactions using financial instruments such as forward contracts, interest rate swaps, interest rate caps and forward starting swaps. We do not hold or issue derivatives or other financial instruments for speculative purposes or to hedge translation risks. See "Note 10: Financial Instruments" in the notes to our consolidated financial statements for the year ended December 31, 2013 for a description of our risk management strategy and the methods and assumptions used to determine the fair values of financial instruments.
Interest Rate Risk
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. The 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 purposes.
We monitor interest rate risk 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 securities and other investments, are segregated from floating-rate instruments in evaluating the potential impact of changes in applicable interest rates. A sensitivity analysis was performed to compute the impact on fair value which would be caused by a hypothetical 10% change in the interest rates used to discount each category of financial assets and liabilities. The net impact on the fair value of the financial instruments and derivative instruments held as of December 31, 2013 and 2012, resulting from a hypothetical 10% change in interest rates, would be approximately $8.6 million and $0.9 million, respectively. For the sensitivity analysis the financial instruments are grouped according to the currency in which financial assets and liabilities are denominated and the applicable interest rate index. As a result, our interest rate risk sensitivity model may overstate the impact of interest rate fluctuations for such financial instruments, as consistently unfavorable movements of all interest rates are unlikely.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements are included in this annual report beginning on page F-1.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision, and with the participation, of our management, including our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2013. Based on that evaluation, our President and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on this assessment, management believes that, as of December 31, 2013, our internal control over financial reporting was effective.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Item 9B. Other Information
None.
29
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Omitted pursuant to General Instruction I of Form 10-K.
Item 11. Executive Compensation
Omitted pursuant to General Instruction I of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to General Instruction I of Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Omitted pursuant to General Instruction I of Form 10-K.
Item 14. Principal Accounting Fees and Services
For the years ended December 31, 2013 and 2012, Ernst & Young LLP, the member firms of Ernst & Young and their respective affiliates (collectively, the "Ernst & Young Entities") were appointed to serve as our independent registered public accounting firm.
We incurred the following fees for professional services performed by the Ernst & Young Entities for the years ended December 31, 2013 and 2012, respectively:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Audit fees | | $ | 839,400 | | $ | 800,000 | |
Audit-related fees | | | 702,000 | | | 528,000 | |
| | | | | |
| | | | | | | |
Total | | $ | 1,541,400 | | $ | 1,328,000 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
"Audit Fees" are the aggregate fees billed for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. "Audit-related fees" are fees charged for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises fees for the audit of agreed-upon procedure engagements and other attestation services subject to regulatory requirements. There were no fees billed for professional services in connection with tax advice, tax planning or other fees not included above for the years ended December 31, 2013 and 2012.
Audit Committee's Pre-Approval Policies and Procedures
As a wholly-owned subsidiary of CNHI, audit and non-audit services provided by our independent registered public accounting firm are subject to CNHI's Audit Committee pre-approval policies and procedures. During the year ended December 31, 2013, all audit and non-audit services provided by our independent registered public accounting firm were pre-approved in accordance with such policies and procedures (or, for the period prior to September 29, 2013, corresponding policies and procedures of CNH Global's audit committee).
30
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
| | | |
Exhibit | | Description |
---|
| 3.1 | | Certificate of Formation of CNH Industrial Capital LLC dated December 31, 2004, as amended by the Certificate of Amendment to the Certificate of Formation of CNH Industrial Capital LLC dated February 10, 2014. |
| | | |
| 3.2 | | Amended and Restated Limited Liability Company Agreement of CNH Industrial Capital LLC, amended on July 7, 2011. (Previously filed as Exhibit 3.2 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 4.1 | | Indenture, dated as of November 4, 2011, by and among CNH Industrial Capital LLC, as issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, regarding 6.250% Notes due 2016. (Previously filed as Exhibit 4.1 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 4.2 | | Indenture, dated as of October 18, 2012, by and among CNH Industrial Capital LLC, as issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, regarding 3.875% Notes due 2015. (Previously filed as Exhibit 4.1 to the registration statement on Form S-4 of the registrant (File No. 333-185560) and incorporated herein by reference). |
| | | |
| 4.3 | | Indenture, dated as of April 8, 2013, by and among CNH Industrial Capital LLC, as issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, regarding 3.625% Notes due 2018. (Previously filed as Exhibit 4.1 to the current report on Form 8-K of the registrant on April 10, 2013 (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 4.4 | | Indenture, dated as of October 8, 2013, by and among CNH Industrial Capital LLC, as issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, regarding 3.250% Notes due 2017. (Previously filed as Exhibit 4.1 to the current report on Form 8-K of the registrant on October 9, 2013 (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 10.1 | | Support Agreement, dated as of November 4, 2011, by and between CNH Industrial Capital LLC and CNH Global N.V. (Previously filed as Exhibit 10.1 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
|
| | |
31
Table of Contents
| | | |
Exhibit | | Description |
---|
| 10.2 | | Third Amended and Restated Wholesale and Parts CNH Industrial Capital Financing Agreement, dated November 3, 2011, by and between CNH Industrial America LLC and CNH Industrial Capital America LLC. (Previously filed as Exhibit 10.2 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 10.3 | | Amended and Restated Wholesale and Parts CNH Industrial Capital Financing Agreement, dated November 3, 2011, by and between CNH Industrial Canada Ltd. and CNH Industrial Capital Canada Ltd. (Previously filed as Exhibit 10.3 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 10.4 | | Employment Agreement, dated April 6, 2009, by and between Steve C. Bierman and CNH Industrial America LLC. (Previously filed as Exhibit 10.4 to the registration statement on Form S-4 of the registrant (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 10.5 | | Supplemental Support Agreement, dated as of September 27, 2013, by and among CNH Industrial Capital LLC, CNH Global N.V. and CNH Industrial N.V. (formerly known as FI CBM Holdings N.V.). (Previously filed as Exhibit 10.1 to the quarterly report on Form 10-Q of the registrant for the quarter ended September 30, 2013 (File No. 333-182411) and incorporated herein by reference). |
| | | |
| 12.1 | | Statement regarding computation of ratio of earnings to fixed charges. |
| | | |
| 31.1 | | Certifications of President Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certifications of Chief Financial Officer Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | † | Certification required by Exchange Act Rule 15(d)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). |
| | | |
| 101 | * | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Balance Sheets as of December 31, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2013, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements. |
- †
- These certifications are deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section; nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act.
- *
- In accordance with Regulation S-T, the information in this Exhibit 101 shall not be deemed "filed" for the purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.
32
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | CNH INDUSTRIAL CAPITAL LLC |
Date: March 28, 2014 | | By: | | /s/ STEVEN C. BIERMAN
|
| | | | Name: | | Steven C. Bierman |
| | | | Title: | | Chairman and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
---|
| | | | |
/s/ STEVEN C. BIERMAN
Steven C. Bierman | | Chairman, President and Director (Principal Executive Officer) | | March 28, 2014 |
/s/ DOUGLAS MACLEOD
Douglas MacLeod | | Chief Financial Officer and Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer) | | March 28, 2014 |
/s/ RICHARD TOBIN
Richard Tobin | | Director | | March 28, 2014 |
33
Table of Contents
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
| | |
| | PAGE |
---|
Report of Independent Registered Public Accounting Firm | | F-2 |
Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011 | | F-3 |
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011 | | F-4 |
Consolidated Balance Sheets as of December 31, 2013 and 2012 | | F-5 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011 | | F-7 |
Consolidated Statements of Changes in Stockholder's Equity for the Years Ended December 31, 2013, 2012 and 2011 | | F-8 |
Notes to Consolidated Financial Statements | | F-9 |
Schedules Omitted | | |
The following schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the Notes to the Consolidated Financial Statements: | | |
I, II, III, IV and V | | |
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholder of CNH Industrial Capital LLC:
We have audited the accompanying consolidated balance sheets of CNH Industrial Capital LLC and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, cash flows and changes in stockholder's equity for the years then ended. 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 consolidated financial position of CNH Industrial Capital LLC and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Milwaukee, Wisconsin
March 28, 2014
F-2
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(Dollars in thousands)
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
REVENUES | | | | | | | | | | |
Interest income on retail notes and finance leases | | $ | 181,342 | | $ | 178,444 | | $ | 178,200 | |
Interest income on wholesale notes | | | 63,760 | | | 62,213 | | | 60,130 | |
Interest and other income from affiliates | | | 414,957 | | | 392,463 | | | 382,006 | |
Rental income on operating leases | | | 138,937 | | | 133,806 | | | 137,729 | |
Servicing fee income | | | 532 | | | 940 | | | 1,747 | |
Other income | | | 58,593 | | | 66,138 | | | 71,187 | |
| | | | | | | |
| | | | | | | | | | |
Total revenues | | | 858,121 | | | 834,004 | | | 830,999 | |
| | | | | | | |
| | | | | | | | | | |
EXPENSES | | | | | | | | | | |
Interest expense: | | | | | | | | | | |
Interest expense to third parties | | | 233,217 | | | 219,561 | | | 224,189 | |
Interest expense to affiliates | | | 24,105 | | | 34,512 | | | 44,645 | |
| | | | | | | |
| | | | | | | | | | |
Total interest expense | | | 257,322 | | | 254,073 | | | 268,834 | |
| | | | | | | |
| | | | | | | | | | |
Administrative and operating expenses: | | | | | | | | | | |
Fees charged by affiliates | | | 56,405 | | | 61,895 | | | 62,945 | |
(Benefit) provision for credit losses, net | | | (5,904 | ) | | 44,578 | | | 32,853 | |
Other than temporary impairment of retained interests | | | — | | | — | | | 815 | |
Depreciation of equipment on operating leases | | | 114,053 | | | 107,836 | | | 110,314 | |
Other expenses | | | 35,083 | | | 35,929 | | | 35,651 | |
| | | | | | | |
| | | | | | | | | | |
Total administrative and operating expenses | | | 199,637 | | | 250,238 | | | 242,578 | |
| | | | | | | |
| | | | | | | | | | |
Total expenses | | | 456,959 | | | 504,311 | | | 511,412 | |
| | | | | | | |
| | | | | | | | | | |
INCOME BEFORE TAXES | | | 401,162 | | | 329,693 | | | 319,587 | |
Income tax provision | | | 134,822 | | | 116,112 | | | 118,053 | |
| | | | | | | |
| | | | | | | | | | |
NET INCOME | | | 266,340 | | | 213,581 | | | 201,534 | |
Net income attributed to noncontrolling interest | | | (1,460 | ) | | (1,645 | ) | | (1,488 | ) |
| | | | | | | |
| | | | | | | | | | |
NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 264,880 | | $ | 211,936 | | $ | 200,046 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
financial statements.
F-3
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(Dollars in thousands)
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
NET INCOME | | $ | 266,340 | | $ | 213,581 | | $ | 201,534 | |
Other comprehensive (loss) income: | | | | | | | | | | |
Foreign currency translation adjustment | | | (44,158 | ) | | 15,084 | | | (12,012 | ) |
Pension liability adjustment | | | 1,806 | | | (154 | ) | | (388 | ) |
Change in unrealized gains on retained interests | | | (1,632 | ) | | (1,358 | ) | | (2,602 | ) |
Change in derivative financial instruments | | | 3,408 | | | 4,360 | | | (1,924 | ) |
| | | | | | | |
| | | | | | | | | | |
Total other comprehensive (loss) income | | | (40,576 | ) | | 17,932 | | | (16,926 | ) |
| | | | | | | |
| | | | | | | | | | |
COMPREHENSIVE INCOME | | | 225,764 | | | 231,513 | | | 184,608 | |
Less: comprehensive income attributable to noncontrolling interest | | | (1,460 | ) | | (1,645 | ) | | (1,488 | ) |
| | | | | | | |
| | | | | | | | | | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 224,304 | | $ | 229,868 | | $ | 183,120 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
financial statements.
F-4
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2013 AND 2012
(Dollars in thousands)
| | | | | | | |
| | 2013 | | 2012 | |
---|
ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 697,608 | | $ | 785,913 | |
Restricted cash | | | 784,508 | | | 727,186 | |
Receivables, less allowance for credit losses of $101,953 and $122,320, respectively | | | 12,183,281 | | | 10,732,276 | |
Retained interests in securitized receivables | | | 2,853 | | | 9,271 | |
Affiliated accounts and notes receivable | | | 110,148 | | | 95,379 | |
Equipment on operating leases, net | | | 974,307 | | | 754,371 | |
Equipment held for sale | | | 40,750 | | | 46,650 | |
Goodwill | | | 115,486 | | | 117,696 | |
Other intangible assets, net | | | 6,804 | | | 4,529 | |
Other assets | | | 70,959 | | | 73,258 | |
| | | | | |
| | | | | | | |
TOTAL | | $ | 14,986,704 | | $ | 13,346,529 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
LIABILITIES AND STOCKHOLDER'S EQUITY | | | | | | | |
Liabilities: | | | | | | | |
Short-term debt (including current maturities of long-term debt) | | $ | 4,289,189 | | $ | 4,230,237 | |
Accounts payable and other accrued liabilities | | | 490,506 | | | 447,298 | |
Affiliated debt | | | 351,004 | | | 864,032 | |
Long-term debt | | | 8,345,588 | | | 6,321,551 | |
| | | | | |
| | | | | | | |
Total liabilities | | | 13,476,287 | | | 11,863,118 | |
| | | | | |
| | | | | | | |
Commitments and contingent liabilities (Note 13) | | | | | | | |
Stockholder's equity: | | | | | | | |
Member's capital | | | — | | | — | |
Paid-in capital | | | 842,182 | | | 840,940 | |
Accumulated other comprehensive income | | | 6,072 | | | 46,648 | |
Retained earnings | | | 603,735 | | | 538,855 | |
| | | | | |
| | | | | | | |
Total CNH Industrial Capital LLC stockholder's equity | | | 1,451,989 | | | 1,426,443 | |
Noncontrolling interest | | | 58,428 | | | 56,968 | |
| | | | | |
| | | | | | | |
Total stockholder's equity | | | 1,510,417 | | | 1,483,411 | |
| | | | | |
| | | | | | | |
TOTAL | | $ | 14,986,704 | | $ | 13,346,529 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
financial statements.
F-5
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2013 AND 2012
(Dollars in thousands)
The following table presents certain assets and liabilities of consolidated variable interest entities ("VIEs"), which are included in the consolidated balance sheets above. The assets in the table include only those assets that can be used to settle obligations of consolidated VIEs. The liabilities in the table include third-party liabilities of the consolidated VIEs, for which creditors do not have recourse to the general credit of CNH Industrial Capital LLC.
| | | | | | | |
| | 2013 | | 2012 | |
---|
Restricted cash | | $ | 784,407 | | $ | 727,086 | |
Receivables, less allowance for credit losses of $75,292 and $73,891, respectively | | | 9,493,634 | | | 8,287,642 | |
Equipment on operating leases, net | | | 115,512 | | | 125,003 | |
| | | | | |
| | | | | | | |
TOTAL | | $ | 10,393,553 | | $ | 9,139,731 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Short-term debt (including current maturities of long-term debt) | | $ | 4,194,045 | | $ | 4,081,062 | |
Long-term debt | | | 5,796,434 | | | 4,729,901 | |
| | | | | |
| | | | | | | |
TOTAL | | $ | 9,990,479 | | $ | 8,810,963 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
financial statements.
F-6
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(Dollars in thousands)
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | |
Net income | | $ | 266,340 | | $ | 213,581 | | $ | 201,534 | |
Adjustments to reconcile net income to net cash from operating activities: | | | | | | | | | | |
Depreciation on property and equipment and equipment on operating leases | | | 114,090 | | | 107,892 | | | 110,440 | |
Amortization of intangibles | | | 1,002 | | | 1,010 | | | 1,106 | |
(Benefit) provision for credit losses, net | | | (5,904 | ) | | 44,578 | | | 32,853 | |
Other than temporary impairment of retained interests | | | — | | | — | | | 815 | |
Deferred income tax expense | | | 34,897 | | | 13,257 | | | 58,755 | |
Stock compensation expense | | | 1,242 | | | 4,219 | | | — | |
Changes in components of working capital: | | | | | | | | | | |
(Increase) decrease in affiliated accounts and notes receivables | | | (15,938 | ) | | 99,423 | | | (63,326 | ) |
Decrease (increase) in other assets and equipment held for sale | | | 11,739 | | | 59,570 | | | (20,360 | ) |
Increase (decrease) in accounts payable and other accrued liabilities | | | 10,522 | | | (16,949 | ) | | 143,285 | |
| | | | | | | |
| | | | | | | | | | |
Net cash from operating activities | | | 417,990 | | | 526,581 | | | 465,102 | |
| | | | | | | |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
Cost of receivables acquired | | | (20,631,860 | ) | | (19,639,227 | ) | | (18,036,908 | ) |
Collections of receivables | | | 19,044,038 | | | 18,305,941 | | | 17,217,638 | |
(Increase) decrease in restricted cash | | | (65,756 | ) | | 43,589 | | | 1,986 | |
Purchase of equipment on operating leases | | | (620,561 | ) | | (459,477 | ) | | (386,361 | ) |
Proceeds from disposal of equipment on operating leases | | | 271,354 | | | 249,879 | | | 238,025 | |
Capital expenditures for property and equipment and software | | | (3,320 | ) | | (2,314 | ) | | (1,026 | ) |
Proceeds from disposal of property and equipment | | | — | | | — | | | 93 | |
| | | | | | | |
| | | | | | | | | | |
Net cash used in investing activities | | | (2,006,105 | ) | | (1,501,609 | ) | | (966,553 | ) |
| | | | | | | |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
Proceeds from issuance of affiliated debt | | | 1,346,492 | | | 1,807,984 | | | 533,346 | |
Payment of affiliated debt | | | (1,854,288 | ) | | (1,764,745 | ) | | (1,275,856 | ) |
Proceeds from issuance of long-term debt | | | 5,872,434 | | | 3,963,218 | | | 4,101,882 | |
Payment of long-term debt | | | (3,507,341 | ) | | (3,124,109 | ) | | (3,543,494 | ) |
(Decrease) increase in revolving credit facilities, net | | | (157,487 | ) | | 284,500 | | | 943,874 | |
Dividends paid to CNH Industrial America LLC | | | (200,000 | ) | | — | | | (85,000 | ) |
| | | | | | | |
| | | | | | | | | | |
Net cash from financing activities | | | 1,499,810 | | | 1,166,848 | | | 674,752 | |
| | | | | | | |
| | | | | | | | | | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | (88,305 | ) | | 191,820 | | | 173,301 | |
CASH AND CASH EQUIVALENTS | | | | | | | | | | |
Beginning of year | | | 785,913 | | | 594,093 | | | 420,792 | |
| | | | | | | |
| | | | | | | | | | |
End of year | | $ | 697,608 | | $ | 785,913 | | $ | 594,093 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
CASH PAID DURING THE YEAR FOR INTEREST | | $ | 250,697 | | $ | 251,590 | | $ | 267,114 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
CASH PAID DURING THE YEAR FOR TAXES | | $ | 130,271 | | $ | 85,684 | | $ | 27,193 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of these
financial statements.
F-7
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011
(Dollars in thousands)
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| | Company Stockholder | |
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| | Member's Capital | | Paid-in Capital | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Non- Controlling Interest | | Total | |
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BALANCE—January 1, 2011 | | $ | — | | $ | 836,721 | | $ | 45,642 | | $ | 211,873 | | $ | 53,401 | | $ | 1,147,637 | |
Net income | | | — | | | — | | | — | | | 200,046 | | | 1,488 | | | 201,534 | |
Dividend paid to CNH Industrial America LLC | | | — | | | — | | | — | | | (85,000 | ) | | — | | | (85,000 | ) |
Foreign currency translation adjustment | | | — | | | — | | | (12,012 | ) | | — | | | — | | | (12,012 | ) |
Pension liability adjustment, net of tax | | | — | | | — | | | (388 | ) | | — | | | — | | | (388 | ) |
Change in unrealized gain on retained interests, net of tax | | | — | | | — | | | (2,602 | ) | | — | | | — | | | (2,602 | ) |
Change in derivative financial instruments, net of tax | | | — | | | — | | | (1,924 | ) | | — | | | — | | | (1,924 | ) |
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BALANCE—December 31, 2011 | | $ | — | | $ | 836,721 | | $ | 28,716 | | $ | 326,919 | | $ | 54,889 | | $ | 1,247,245 | |
Net income | | | — | | | — | | | — | | | 211,936 | | | 1,645 | | | 213,581 | |
Preferred stock issuance | | | — | | | — | | | — | | | — | | | 434 | | | 434 | |
Foreign currency translation adjustment | | | — | | | — | | | 15,084 | | | — | | | — | | | 15,084 | |
Stock compensation | | | — | | | 4,219 | | | — | | | — | | | — | | | 4,219 | |
Pension liability adjustment, net of tax | | | — | | | — | | | (154 | ) | | — | | | — | | | (154 | ) |
Change in unrealized gain on retained interests, net of tax | | | — | | | — | | | (1,358 | ) | | — | | | — | | | (1,358 | ) |
Change in derivative financial instruments, net of tax | | | — | | | — | | | 4,360 | | | — | | | — | | | 4,360 | |
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BALANCE—December 31, 2012 | | $ | — | | $ | 840,940 | | $ | 46,648 | | $ | 538,855 | | $ | 56,968 | | $ | 1,483,411 | |
Net income | | | — | | | — | | | — | | | 264,880 | | | 1,460 | | | 266,340 | |
Dividend paid to CNH Industrial America LLC | | | — | | | — | | | — | | | (200,000 | ) | | — | | | (200,000 | ) |
Foreign currency translation adjustment | | | — | | | — | | | (44,158 | ) | | — | | | — | | | (44,158 | ) |
Stock compensation | | | — | | | 1,242 | | | — | | | — | | | — | | | 1,242 | |
Pension liability adjustment, net of tax | | | — | | | — | | | 1,806 | | | — | | | — | | | 1,806 | |
Change in unrealized gain on retained interests, net of tax | | | — | | | — | | | (1,632 | ) | | — | | | — | | | (1,632 | ) |
Change in derivative financial instruments, net of tax | | | — | | | — | | | 3,408 | | | — | | | — | | | 3,408 | |
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BALANCE—December 31, 2013 | | $ | — | | $ | 842,182 | | $ | 6,072 | | $ | 603,735 | | $ | 58,428 | | $ | 1,510,417 | |
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The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
F-8
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1: NATURE OF OPERATIONS
CNH Industrial Capital LLC (formerly known as CNH Capital LLC) and its wholly-owned operating subsidiaries, including New Holland Credit Company, LLC ("New Holland Credit") and CNH Industrial Capital America LLC ("CNH Industrial Capital America"), and its majority-owned operating subsidiary CNH Industrial Capital Canada Ltd. ("CNH Industrial Capital Canada") (collectively, "CNH Industrial Capital" or the "Company"), are each a wholly-owned subsidiary of CNH Industrial America LLC ("CNH Industrial America"), which is an indirect wholly-owned subsidiary of CNH Industrial N.V. ("CNHI" and, together with its consolidated subsidiaries, "CNH Industrial"). CNH Industrial America and CNH Industrial Canada Ltd. (collectively, "CNH Industrial North America") design, manufacture, and sell agricultural and construction equipment. CNH Industrial Capital provides financial services for CNH Industrial North America customers primarily located in the United States and Canada.
On September 29, 2013, Fiat Industrial S.p.A. and CNH Global N.V. ("CNH Global"), the former indirect parents of CNH Industrial Capital, completed a merger to combine their businesses, with CNHI as the surviving entity. As a result of the merger, CNH Industrial Capital LLC and its primary operating subsidiaries, including CNH Industrial Capital America, New Holland Credit and CNH Industrial Capital Canada, have become indirect wholly-owned subsidiaries of CNHI (with all of the equity interests in CNH Industrial Capital LLC owned by CNHI through intermediate companies, through which CNHI exercises indirect control over CNH Industrial Capital LLC). CNHI is incorporated in and under the laws of The Netherlands. The common shares of CNHI are listed on the New York Stock Exchange under the symbol "CNHI," as well as on the Mercato Telematico Azionario managed by Borsa Italiana S.p.A.
On February 28, 2014, CNH Capital LLC changed its name to CNH Industrial Capital LLC; CNH Capital America LLC changed its name to CNH Industrial Capital America LLC; and CNH Capital Canada Ltd. changed its name to CNH Industrial Capital Canada Ltd.
Effective July 1, 2012, CNH Industrial Capital LLC sold its equity interests in CNH Capital Insurance Agency, Inc. and CNH Capital Canada Insurance Agency Ltd. and entered into a five-year master services agreement allowing the buyer to use the "CNH Industrial Capital" name during that period. CNH Industrial Capital LLC received approximately $35,000 in connection with the transaction, primarily representing a prepayment on the master services agreement.
To support CNH Industrial North America's sales of agricultural and construction equipment products, the Company offers retail financing to end-use customers and wholesale financing to CNH Industrial North America equipment dealers, which are almost entirely independently owned. Wholesale financing consists primarily of dealer floorplan financing and allows dealers the ability to maintain a representative inventory of products. In addition, the Company provides financing to dealers for equipment used in dealer-owned rental yards, parts inventory, working capital, and other financing needs. The Company provides and administers retail financing, primarily retail installment sales contracts, finance leases and operating leases to end-use customers for the purchase or lease of new and used CNH Industrial North America equipment and other agricultural and construction equipment sold primarily through CNH Industrial North America dealers and distributors. In addition, the Company purchases equipment from dealers that is leased to retail customers under operating lease agreements. Customers also use the Company's commercial revolving account products to purchase parts, service, rentals, implements, and attachments from CNH Industrial North America dealers. The Company also finances a variety of insurance and other products for end users and dealers in conjunction with the purchase of new
F-9
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 1: NATURE OF OPERATIONS (Continued)
and used equipment. As a captive finance company, the Company is reliant on the operations of CNH Industrial North America, its customers, and end-use customers.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The consolidated financial statements include the Company and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company's subsidiaries in which the Company has a controlling financial interest and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of a subsidiary, or based on the Company's determination that it is the primary beneficiary of a variable interest entity ("VIE"). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs. The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.
Use of Estimates in the Preparation of Financial Statements
The preparation of consolidated financial statements in accordance 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 and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the allowance for credit losses and residual values of equipment on operating leases. Actual results could differ from those estimates.
Revenue Recognition
Finance and interest income on retail notes and finance leases and on wholesale notes is recorded using the effective yield method. Deferred costs on the origination of financing receivables are recognized as a reduction in finance revenue over the expected lives of the receivables using the effective yield method. Recognition of income on receivables is suspended when management determines that collection of future income is not probable or when an account becomes 120 days delinquent, whichever occurs earlier. Income accrual is resumed if the receivable becomes contractually current and collection doubts are removed. Previously suspended income is recognized at that time. The Company applies cash received on nonaccrual financing receivables to first reduce any unrecognized interest and then the recorded investment and any other fees. Receivables are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Delinquency is reported on receivables greater than 30 days past due. Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.
F-10
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
A substantial portion of the Company's interest income arises from retail sales programs offered by CNH Industrial North America on which finance charges are waived or below-market rate financing programs are offered. When the Company acquires retail installment sales contracts and finance leases subject to below-market interest rates, including waived interest rate financing, the Company is compensated by CNH Industrial North America in an amount equal to the present value of the difference between the payments at the customer rate and the payments at the market rate. This amount is initially recognized as an unearned finance charge and is recognized as interest income over the term of the retail notes and finance leases, and is included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.
For selected wholesale receivables, CNH Industrial North America compensates the Company for the difference between market interest rates and the amount paid by the dealer. These amounts are included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.
The Company is also compensated for lending funds to CNH Industrial North America. The amounts earned are included in "Interest and other income from affiliates" in the accompanying consolidated statements of income.
Income from operating leases is recognized over the term of the lease on a straight-line basis. For selected operating leases, CNH Industrial North America compensates the Company for the difference between market rental rates and the amount paid by the customer. The amounts from CNH Industrial North America recognized as rental income on operating leases are included in "Interest and other income from affiliates."
Foreign Currency Translation
The Company's non-U.S. subsidiaries maintain their books and accounting records using local currency as the functional currency. Assets and liabilities of these 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" in the accompanying consolidated balance sheets. Income and expense accounts of these 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 in the period that they arise.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying value of cash equivalents approximates fair value because of the short maturity of these investments.
Restricted Cash
Restricted cash includes principal and interest payments from retail notes, wholesale receivables and commercial revolving accounts receivables owned by the consolidated VIEs that are payable to the VIEs' investors, and cash pledged as a credit enhancement to the same investors. These amounts are held by depository banks in order to comply with contractual agreements.
F-11
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Receivables
Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs. Periodically, the Company sells or transfers retail notes, wholesale receivables and commercial revolving accounts receivables to funding facilities or in securitization transactions. In accordance with the accounting guidance regarding transfers of financial assets and the consolidation of VIEs, the majority of the retail notes, wholesale receivables and commercial revolving accounts receivables sold in securitizations do not qualify as sales and are recorded as secured borrowings with no gains or losses recognized at the time of securitization. Receivables associated with these securitization transactions and receivables that the Company has the ability and intent to hold for the foreseeable future are classified as held for investment. The substantial majority of the Company's receivables, which include unrestricted receivables and restricted receivables for securitization investors, are classified as held for investment.
For those receivable securitizations that qualify as sales and are off-book, the Company retains interest-only strips, servicing rights and cash reserve accounts (collectively, "retained interests"), all of which are recorded at fair value. Changes in these fair values are recorded in other accumulated comprehensive income as an unrealized gain or loss on available-for-sale securities. With regards to other-than-temporary impairments ("OTTI") of debt securities, any OTTI due to changes in the constant prepayment rate and the expected credit loss rate are included in net income. An OTTI due to a change in the discount rates would be included in "Accumulated other comprehensive income" in the accompanying consolidated balance sheets.
Allowance for Credit Losses
The allowance for credit losses is the Company's estimate of probable losses on receivables owned by the Company and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which the Company has determined it is probable that it will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.
The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors, are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.
Equipment on Operating Leases
The Company purchases leases and equipment from CNH Industrial North America dealers and other independent third parties that have leased equipment to retail customers under operating leases. The Company's investment in operating leases is based on the purchase price paid for the equipment. Income from these operating leases is recognized over the term of the lease. The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination, which is estimated at the inception of the lease. Realization of the residual values is dependent on the Company's future ability to re-market the equipment under then prevailing market conditions. Model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Management believes that the estimated residual values are realizable. Expenditures for maintenance and repairs are the responsibility of the lessee.
Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.
Goodwill and Intangible Assets
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired. Goodwill is deemed to have an indefinite useful life and is reviewed for impairment at least annually. During 2013 and 2012, the Company performed its annual impairment review as of December 31, and concluded that there was no impairment in either year. Other intangible assets consist of software and are being amortized on a straight-line basis over five years.
Income Taxes
The provision for income taxes is determined using the asset and liability method. The Company recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and tax contingencies estimated to be settled with taxing authorities within one year. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and tax loss carryforwards. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.
Derivatives
The Company's policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes. The Company records derivative financial instruments in the consolidated balance sheets as either an asset or liability measured at fair value. The fair value of the Company's interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument. The fair value of the
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Company's foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts). Changes in the fair value of derivative financial instruments are recognized in current income unless specific hedge accounting criteria are met. For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change together with the offsetting loss or gain on the related hedged item. For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the effective portion of the derivative financial instrument's gain or loss is initially reported in accumulated other comprehensive income and is subsequently reclassified into income when the forecasted transaction affects income. The ineffective portion of the gain or loss is reported in income immediately. For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately into income.
For derivative financial instruments designated as hedges, the Company formally documents the hedging relationship to the hedged item and its risk management strategy for all derivatives designated as hedges. This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. The Company assesses the effectiveness of the hedging instrument both at inception and on an ongoing basis. If a derivative is determined not to be highly effective as a hedge, or the underlying hedged transaction is no longer probable of occurring, or the derivative is terminated, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.
New Accounting Pronouncements Adopted in Prior Years
In June 2011, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on the presentation of comprehensive income in financial statements. The new guidance removed current presentation options and required entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. The new reporting required by this accounting guidance has been included in these financial statements.
On January 1, 2012, the Company adopted FASB Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification ("ASC") 820, Fair Value Measurement. This ASU requires the categorization by level for items that are required to be disclosed at fair value and information about transfers between Level 1 and Level 2 and additional disclosure for Level 3 measurements. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The adoption did not have a material effect on the Company's consolidated financial statements.
New Accounting Pronouncements Adopted in 2013
In December 2011, the FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which amends ASC 210, Balance Sheet. This ASU requires entities to disclose gross and net information about both instruments and transactions eligible for offset in the statement of financial
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
position and those subject to an agreement similar to a master netting arrangement. This includes derivatives and other financial securities arrangements. This ASU has been adopted and did not have a material effect on the Company's consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02 ("ASU 2013-02"), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("AOCI"). Some of the key amendments require the Company to present, either on the face of the statement of operations or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, the Company is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for the Company's annual and interim periods beginning January 1, 2013.
NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME
AOCI is comprised of net income and other adjustments, including foreign currency translation adjustments, pension plan adjustments, changes in fair value of the retained interests in the off-book retail transactions and changes in the fair value of certain derivative financial instruments qualifying as cash flow hedges. The Company does not provide income taxes on currency translation adjustments ("CTA"), as the historical earnings from the Company's foreign subsidiaries are considered to be permanently reinvested. If current year earnings are repatriated, the amount to be repatriated is determined in U.S. dollars and converted to the equivalent amount of foreign currency at the time of repatriation; therefore, the repatriation of current year earnings will not have an impact on the CTA component of the Company's AOCI balance.
The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the year ended December 31, 2013:
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| | Currency Translation Adjustment | | Pension Liability | | Unrealized Gains on Retained Interests | | Unrealized Losses on Derivatives | | Total | |
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Beginning balance, gross | | $ | 58,920 | | $ | (8,834 | ) | $ | 3,012 | | $ | (13,219 | ) | $ | 39,879 | |
Tax asset (liability) | | | — | | | 3,286 | | | (1,136 | ) | | 4,619 | | | 6,769 | |
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Beginning balance, net of tax | | | 58,920 | | | (5,548 | ) | | 1,876 | | | (8,600 | ) | | 46,648 | |
Other comprehensive income before reclassifications | | | (44,158 | ) | | — | | | — | | | (774 | ) | | (44,932 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) | | | — | | | 2,943 | | | (2,624 | ) | | 6,138 | | | 6,457 | |
Tax effects | | | — | | | (1,137 | ) | | 992 | | | (1,956 | ) | | (2,101 | ) |
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Net current-period other comprehensive Income (loss) | | | (44,158 | ) | | 1,806 | | | (1,632 | ) | | 3,408 | | | (40,576 | ) |
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BALANCE at December 31, 2013 | | $ | 14,762 | | $ | (3,742 | ) | $ | 244 | | $ | (5,192 | ) | $ | 6,072 | |
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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)
The reclassifications out of AOCI and the location on the consolidated statements of income for the year ended December 31, 2013 are as follows:
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Details about AOCI Components | |
| | Affected Line Item |
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Amortization of defined benefit pension items: | | | | | |
Insignificant items | | $ | (2,943 | ) | |
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| | | (2,943 | ) | Income before taxes |
| | | 1,137 | | Income tax benefit |
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| | $ | (1,806 | ) | Net of tax |
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Unrealized gains on retained interests: | | | | | |
Insignificant items | | $ | 2,624 | | |
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| | | 2,624 | | Income before taxes |
| | | (992 | ) | Income tax provision |
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| | $ | 1,632 | | Net of tax |
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Unrealized losses on derivatives: | | | | | |
| | $ | (6,138 | ) | Interest expense to third parties |
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| | | (6,138 | ) | Income before taxes |
| | | 2,162 | | Income tax benefit |
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| | $ | (3,976 | ) | Net of tax |
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NOTE 4: RECEIVABLES
A summary of receivables included in the consolidated balance sheets as of December 31, 2013 and 2012 is as follows:
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| | 2013 | | 2012 | |
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Retail note receivables | | $ | 986,769 | | $ | 903,644 | |
Wholesale receivables | | | 362,870 | | | 88,763 | |
Finance lease receivables | | | 55,964 | | | 62,615 | |
Restricted receivables | | | 10,648,814 | | | 9,573,535 | |
Commercial revolving accounts receivables | | | 230,817 | | | 226,039 | |
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Gross receivables | | | 12,285,234 | | | 10,854,596 | |
Less: | | | | | | | |
Allowance for credit losses | | | (101,953 | ) | | (122,320 | ) |
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Total receivables, net | | $ | 12,183,281 | | $ | 10,732,276 | |
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The Company provides and administers financing for retail purchases of new and used equipment sold through CNH Industrial North America's dealer network. The terms of retail and other notes and finance
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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
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 Industrial North America.
Wholesale receivables arise primarily from the financing of the sale of goods to dealers and distributors by CNH Industrial North America, and to a lesser extent, the financing of dealer operations. 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. During the interest-free period, the Company is compensated by CNH Industrial North America for the difference between market interest rates and the amount paid by the dealer. After the expiration of any interest-free period, interest is charged to dealers on outstanding balances until the Company receives payment in full. 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. The Company evaluates and assesses dealers on an ongoing basis as to their creditworthiness. CNH Industrial North America may be obligated to repurchase the dealer's equipment upon cancellation or termination of the dealer's contract for such causes as change in ownership, closeout of the business, or default. There were no significant losses in 2013, 2012 and 2011 relating to the termination of dealer contracts.
Maturities of retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables as of December 31, 2013, are as follows:
| | | | |
2014 | | $ | 6,223,075 | |
2015 | | | 1,974,867 | |
2016 | | | 1,675,670 | |
2017 | | | 1,315,828 | |
2018 and thereafter | | | 1,095,794 | |
| | | |
| | | | |
Total receivables | | $ | 12,285,234 | |
| | | |
| | | | |
| | | | |
| | | |
It has been the Company's experience that substantial portions of retail receivables are repaid or sold before their contractual maturity dates. As a result, the above table should not be regarded as a forecast of future cash collections. Retail, finance lease and wholesale receivables have significant concentrations of credit risk in the agricultural and construction business sectors. On a geographic basis, there is not a disproportionate concentration of credit risk in any area of the United States or Canada. The Company typically retains, as collateral, a security interest in the equipment associated with retail notes and wholesale receivables.
Restricted Receivables and Securitization
As part of its overall funding strategy, the Company periodically transfers certain financial receivables into VIEs that are special purpose entities ("SPEs") as part of its asset-backed securitization programs.
SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. For bankruptcy analysis purposes, the Company has sold the receivables to the SPEs in a true sale
F-17
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
and the SPEs are separate legal entities. Upon transfer of the receivables to the SPEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the SPEs' creditors. The SPEs have ownership of cash balances that also have restrictions for the benefit of the SPEs' investors. The Company's interests in the SPEs' receivables are subordinate to the interests of third-party investors. None of the receivables that are directly or indirectly sold or transferred in any of these transactions are available to pay the Company's creditors until all obligations of the SPE have been fulfilled or the receivables are removed from the SPE.
The secured borrowings related to the restricted receivables are obligations that are payable as the receivables are collected.
The following table summarizes the restricted and off-book receivables and the related retained interests as of December 31, 2013 and 2012:
| | | | | | | | | | | | | | | | | | | |
| | Restricted Receivables | | Off-Book Receivables | | Retained Interests | |
---|
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | |
---|
Retail note receivables | | $ | 7,431,634 | | $ | 6,376,211 | | $ | 13,217 | | $ | 47,367 | | $ | 2,853 | | $ | 9,271 | |
Wholesale receivables | | | 3,210,654 | | | 3,176,410 | | | — | | | — | | | — | | | — | |
Finance lease receivables | | | 6,526 | | | 20,914 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total | | $ | 10,648,814 | | $ | 9,573,535 | | $ | 13,217 | | $ | 47,367 | | $ | 2,853 | | $ | 9,271 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Retail Receivables Securitizations
Within the U.S. retail receivables securitization programs, qualifying retail receivables are sold to limited purpose, bankruptcy-remote SPEs. In turn, these SPEs establish separate trusts to which the receivables are transferred in exchange for proceeds from asset-backed securities issued by the trusts. In Canada, the receivables are transferred directly to the trusts. These trusts were determined to be VIEs. In its role as servicer, CNH Industrial Capital has the power to direct the trusts' activities. Through its retained interests, the Company has an obligation to absorb certain losses, or the right to receive certain benefits, that could potentially be significant to the trusts. Consequently, the Company has consolidated these retail trusts.
During the years ended December 31, 2013 and 2012, the Company executed $4,405,135 and $3,848,008, respectively, in retail asset-backed transactions in the U.S. and Canada. The securities in these transactions are backed by agricultural and construction equipment retail receivable contracts and finance leases originated through CNH Industrial North America's dealer network. As of December 31, 2013, $6,893,949 of asset-backed securities issued to investors was outstanding with a weighted average remaining maturity of 41 months. At December 31, 2012, $5,994,757 of asset-backed securities issued to investors was outstanding with a weighted average remaining maturity of 39 months.
The Company also may retain all or a portion of the subordinated interests in the SPEs. No recourse provisions exist that allow holders of the asset-backed securities issued by the trusts to put those securities back to the Company although the Company provides customary representations and warranties that could give rise to an obligation to repurchase from the trusts any receivables for which there is a breach of the representations and warranties. Moreover, the Company does not guarantee any securities issued by the
F-18
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
trusts. The trusts have a limited life and generally terminate upon final distribution of amounts owed to investors or upon exercise of a cleanup-call option by the Company, in its role as servicer.
The Company also has $1,670,009 in committed asset-backed facilities through which it may sell on a monthly basis retail receivables generated in the United States and Canada. The Company has utilized these facilities in the past to fund the origination of receivables and has later repurchased and resold the receivables in the term ABS markets or found alternative financing for the receivables. The Company believes that it is probable that it will continue to regularly utilize term ABS markets. The U.S. and Canadian facilities had an original funding term of two years and are renewable in September 2015 and December 2015, respectively. To the extent these facilities are not renewed, they will be repaid according to the amortization of the underlying receivables.
Retail transactions totaling $13,217 and $47,367 as of December 31, 2013 and 2012, respectively, were not included in the Company's consolidated balance sheet.
Wholesale Receivables Securitizations
With regard to the wholesale receivable securitization programs, the Company sells eligible receivables on a revolving basis to structured master trust facilities which are limited-purpose, bankruptcy-remote SPEs. As of December 31, 2013, debt issued through the U.S. master trust facility consists of five facilities renewable at the discretion of the investors: $200 million renewable March 2014, $200 million senior and related subordinate renewable May 2014, $500 million renewable May 2014, $300 million renewable June 2014 and $200 million renewable July 2014. In addition to the above facilities, the Company, through a U.S. wholesale trust, issued $367,300 of asset-backed notes with a scheduled final bullet payment in August 2016 secured by a revolving pool of U.S. dealer wholesale receivables.
The Canadian master trust facility consists of a C$586 million ($551 million) facility renewable December 2015 at the discretion of the investor.
These trusts were determined to be VIEs. In its role as servicer, CNH Industrial Capital has the power to direct the trusts' activities. Through its retained interests, the Company provides security to investors in the event that cash collections from the receivables are not sufficient to make principal and interest payments on the securities. Consequently, CNH Industrial Capital has consolidated these wholesale trusts.
Each of the facilities contains minimum payment rate thresholds which, if breached, could preclude the Company from selling additional receivables originated on a prospective basis and could force an early amortization of the debt.
Allowance for Credit Losses
The allowance for credit losses is the Company's estimate of probable losses for receivables owned by the Company and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which the Company has determined it is probable that it will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of
F-19
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.
The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.
Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected.
The Company's allowance for credit losses is segregated into three portfolio segments: retail, wholesale and other. A portfolio segment is the level at which the Company develops a systematic methodology for determining its allowance for credit losses. The retail segment includes retail notes and finance lease receivables. The wholesale segment includes wholesale financing to CNH Industrial North America dealers, and the other portfolio includes the Company's commercial revolving accounts.
Further, the Company evaluates its portfolio segments by class of receivable: United States and Canada. Typically, the Company's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk. These classes align with management reporting.
F-20
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
Allowance for credit losses activity for the year ended December 31, 2013 is as follows:
| | | | | | | | | | | | | |
| | Retail | | Wholesale | | Other | | Total | |
---|
Allowance for credit losses: | | | | | | | | | | | | | |
Beginning balance | | $ | 102,560 | | $ | 11,887 | | $ | 7,873 | | $ | 122,320 | |
Charge-offs | | | (14,321 | ) | | (238 | ) | | (5,780 | ) | | (20,339 | ) |
Recoveries | | | 3,488 | | | 674 | | | 3,066 | | | 7,228 | |
(Benefit) provision | | | (2,778 | ) | | (4,901 | ) | | 1,775 | | | (5,904 | ) |
Foreign currency translation and other | | | (1,248 | ) | | (59 | ) | | (45 | ) | | (1,352 | ) |
| | | | | | | | | |
| | | | | | | | | | | | | |
Ending balance | | $ | 87,701 | | $ | 7,363 | | $ | 6,889 | | $ | 101,953 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 12,946 | | $ | 3,865 | | $ | — | | $ | 16,811 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 74,755 | | $ | 3,498 | | $ | 6,889 | | $ | 85,142 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Receivables: | | | | | | | | | | | | | |
Ending balance | | $ | 8,480,893 | | $ | 3,573,524 | | $ | 230,817 | | $ | 12,285,234 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 44,139 | | $ | 30,555 | | $ | — | | $ | 74,694 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 8,436,754 | | $ | 3,542,969 | | $ | 230,817 | | $ | 12,210,540 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
F-21
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
Allowance for credit losses activity for the year ended December 31, 2012 is as follows:
| | | | | | | | | | | | | |
| | Retail | | Wholesale | | Other | | Total | |
---|
Allowance for credit losses: | | | | | | | | | | | | | |
Beginning balance | | $ | 83,233 | | $ | 12,163 | | $ | 11,277 | | $ | 106,673 | |
Charge-offs | | | (28,238 | ) | | (1,857 | ) | | (7,906 | ) | | (38,001 | ) |
Recoveries | | | 5,206 | | | 312 | | | 3,276 | | | 8,794 | |
Provision | | | 42,135 | | | 1,245 | | | 1,198 | | | 44,578 | |
Foreign currency translation and other | | | 224 | | | 24 | | | 28 | | | 276 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
Ending balance | | $ | 102,560 | | $ | 11,887 | | $ | 7,873 | | $ | 122,320 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 28,266 | | $ | 9,512 | | $ | — | | $ | 37,778 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 74,294 | | $ | 2,375 | | $ | 7,873 | | $ | 84,542 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Receivables: | | | | | | | | | | | | | |
Ending balance | | $ | 7,363,384 | | $ | 3,265,173 | | $ | 226,039 | | $ | 10,854,596 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 48,195 | | $ | 61,752 | | $ | — | | $ | 109,947 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 7,315,189 | | $ | 3,203,421 | | $ | 226,039 | | $ | 10,744,649 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
F-22
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
Allowance for credit losses activity for the year ended December 31, 2011 is as follows:
| | | | | | | | | | | | | |
| | Retail | | Wholesale | | Other | | Total | |
---|
Allowance for credit losses: | | | | | | | | | | | | | |
Beginning balance | | $ | 73,123 | | $ | 31,148 | | $ | 14,459 | | $ | 118,730 | |
Charge-offs | | | (27,770 | ) | | (12,613 | ) | | (12,770 | ) | | (53,153 | ) |
Recoveries | | | 5,850 | | | 447 | | | 3,431 | | | 9,728 | |
Provision (benefit) | | | 33,353 | | | (6,801 | ) | | 6,301 | | | 32,853 | |
Foreign currency translation and other | | | (1,323 | ) | | (18 | ) | | (144 | ) | | (1,485 | ) |
| | | | | | | | | |
| | | | | | | | | | | | | |
Ending balance | | $ | 83,233 | | $ | 12,163 | | $ | 11,277 | | $ | 106,673 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 42,879 | | $ | 10,101 | | $ | — | | $ | 52,980 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 40,354 | | $ | 2,062 | | $ | 11,277 | | $ | 53,693 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Receivables: | | | | | | | | | | | | | |
Ending balance | | $ | 6,258,289 | | $ | 2,972,116 | | $ | 262,817 | | $ | 9,493,222 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: individually evaluated for impairment | | $ | 73,920 | | $ | 56,444 | | $ | 265 | | $ | 130,629 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Ending balance: collectively evaluated for impairment | | $ | 6,184,369 | | $ | 2,915,672 | | $ | 262,552 | | $ | 9,362,593 | |
| | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | |
Utilizing an internal credit scoring model, which considers customers' attributes, prior credit history and each retail transaction's attributes, the Company assigns a credit quality rating to each retail customer, by specific transaction, as part of the retail underwriting process. This rating is used in setting the terms on the transaction, including the interest rate. The credit quality rating is not updated after the transaction is finalized. A description of the general characteristics of the customers' risk grades is as follows:
Titanium—Customers from whom the Company expects no collection or loss activity.
Platinum—Customers from whom the Company expects minimal, if any, collection or loss activity.
Gold, Silver, Bronze—Customers defined as those with the potential for collection or loss activity.
A breakdown of the retail portfolio by the customer's risk grade at the time of origination as of December 31, 2013 and 2012 is as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Titanium | | $ | 4,750,422 | | $ | 4,038,596 | |
Platinum | | | 2,265,690 | | | 1,994,248 | |
Gold | | | 1,239,703 | | | 1,124,612 | |
Silver | | | 199,575 | | | 185,712 | |
Bronze | | | 25,503 | | | 20,216 | |
| | | | | |
| | | | | | | |
Total | | $ | 8,480,893 | | $ | 7,363,384 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
F-23
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
As part of the ongoing monitoring of the credit quality of the wholesale portfolio, the Company utilizes an internal credit scoring model that assigns a risk grade for each dealer. The scoring model considers the strength of the dealer's financial condition and payment history. The Company considers the dealers' ratings in the quarterly credit allowance analysis. A description of the general characteristics of the dealer risk grades is as follows:
Grades A and B—Includes receivables due from dealers that have significant capital strength, moderate leverage, stable earnings and growth, and excellent payment performance.
Grade C—Includes receivables due from dealers with moderate credit risk. Dealers of this grade are differentiated from higher grades on a basis of leverage or payment performance.
Grade D—Includes receivables due from dealers with additional credit risk. These dealers require additional monitoring due to their weaker financial condition or payment performance.
A breakdown of the wholesale portfolio by its credit quality indicators as of December 31, 2013 and 2012 is as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
A | | $ | 1,981,226 | | $ | 1,873,495 | |
B | | | 1,236,828 | | | 967,849 | |
C | | | 232,101 | | | 245,652 | |
D | | | 123,369 | | | 178,177 | |
| | | | | |
| | | | | | | |
Total | | $ | 3,573,524 | | $ | 3,265,173 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The following tables present information at the level at which management assesses and monitors its credit risk. Receivables are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Delinquency is reported on receivables greater than 30 days past due. The aging of receivables as of December 31, 2013 and 2012 is as follows:
| | | | | | | | | | | | | | | | | | | | | | |
| | 2013 | |
---|
| | 31 - 60 Days Past Due | | 61 - 90 Days Past Due | | Greater Than 90 Days | | Total Past Due | | Current | | Total Receivables | | Recorded Investment > 90 Days and Accruing | |
---|
Retail | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 15,167 | | $ | 5,135 | | $ | 14,154 | | $ | 34,456 | | $ | 7,011,299 | | $ | 7,045,755 | | $ | 3,736 | |
Canada | | $ | 2,471 | | $ | 206 | | $ | 395 | | $ | 3,072 | | $ | 1,432,066 | | $ | 1,435,138 | | $ | 25 | |
Wholesale | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 170 | | $ | 36 | | $ | 229 | | $ | 435 | | $ | 2,886,444 | | $ | 2,886,879 | | $ | 55 | |
Canada | | $ | 213 | | $ | — | | $ | 32 | | $ | 245 | | $ | 686,400 | | $ | 686,645 | | $ | 13 | |
Total | | | | | | | | | | | | | | | | | | | | | | |
Retail | | $ | 17,638 | | $ | 5,341 | | $ | 14,549 | | $ | 37,528 | | $ | 8,443,365 | | $ | 8,480,893 | | $ | 3,761 | |
Wholesale | | $ | 383 | | $ | 36 | | $ | 261 | | $ | 680 | | $ | 3,572,844 | | $ | 3,573,524 | | $ | 68 | |
F-24
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
| | | | | | | | | | | | | | | | | | | | | | |
| | 2012 | |
---|
| | 31 - 60 Days Past Due | | 61 - 90 Days Past Due | | Greater Than 90 Days | | Total Past Due | | Current | | Total Receivables | | Recorded Investment > 90 Days and Accruing | |
---|
Retail | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 18,676 | | $ | 4,972 | | $ | 21,736 | | $ | 45,384 | | $ | 6,047,807 | | $ | 6,093,191 | | $ | 2,994 | |
Canada | | $ | 1,941 | | $ | 326 | | $ | 387 | | $ | 2,654 | | $ | 1,267,539 | | $ | 1,270,193 | | $ | 265 | |
Wholesale | | | | | | | | | | | | | | | | | | | | | | |
United States | | $ | 514 | | $ | 28 | | $ | 580 | | $ | 1,122 | | $ | 2,512,270 | | $ | 2,513,392 | | $ | 130 | |
Canada | | $ | 284 | | $ | 11 | | $ | 783 | | $ | 1,078 | | $ | 750,703 | | $ | 751,781 | | $ | 313 | |
Total | | | | | | | | | | | | | | | | | | | | | | |
Retail | | $ | 20,617 | | $ | 5,298 | | $ | 22,123 | | $ | 48,038 | | $ | 7,315,346 | | $ | 7,363,384 | | $ | 3,259 | |
Wholesale | | $ | 798 | | $ | 39 | | $ | 1,363 | | $ | 2,200 | | $ | 3,262,973 | | $ | 3,265,173 | | $ | 443 | |
Impaired receivables are receivables for which the Company has determined it will not collect all the principal and interest payments as per the terms of the contract. As of December 31, 2013 and 2012, the Company's recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:
| | | | | | | | | | | | | | | | | | | |
| | 2013 | | 2012 | |
---|
| | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | |
---|
With no related allowance recorded | �� | | | | | | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | | | | | | | |
United States | | $ | 16,640 | | $ | 16,517 | | $ | — | | $ | 5,614 | | $ | 5,597 | | $ | — | |
Canada | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
Wholesale | | | | | | | | | | | | | | | | | | | |
United States | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
Canada | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
With an allowance recorded | | | | | | | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | | | | | | | |
United States | | $ | 26,951 | | $ | 26,143 | | $ | 12,757 | | $ | 42,581 | | $ | 37,475 | | $ | 28,266 | |
Canada | | $ | 548 | | $ | 547 | | $ | 189 | | $ | — | | $ | — | | $ | — | |
Wholesale | | | | | | | | | | | | | | | | | | | |
United States | | $ | 27,693 | | $ | 27,532 | | $ | 3,442 | | $ | 58,826 | | $ | 58,329 | | $ | 9,000 | |
Canada | | $ | 2,862 | | $ | 2,851 | | $ | 423 | | $ | 2,926 | | $ | 2,846 | | $ | 512 | |
Total | | | | | | | | | | | | | | | | | | | |
Retail | | $ | 44,139 | | $ | 43,207 | | $ | 12,946 | | $ | 48,195 | | $ | 43,072 | | $ | 28,266 | |
Wholesale | | $ | 30,555 | | $ | 30,383 | | $ | 3,865 | | $ | 61,752 | | $ | 61,175 | | $ | 9,512 | |
F-25
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
For the years ended December 31, 2013 and 2012, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a thirteen-month average) and the related interest income recognized are as follows:
| | | | | | | | | | | | | |
| | 2013 | | 2012 | |
---|
| | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | |
---|
With no related allowance recorded | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | |
United States | | $ | 10,861 | | $ | 390 | | $ | 4,671 | | $ | 88 | |
Canada | | $ | — | | $ | — | | $ | — | | $ | — | |
Wholesale | | | | | | | | | | | | | |
United States | | $ | — | | $ | — | | $ | — | | $ | — | |
Canada | | $ | — | | $ | — | | $ | — | | $ | — | |
With an allowance recorded | | | | | | | | | | | | | |
Retail | | | | | | | | | | | | | |
United States | | $ | 29,833 | | $ | 1,234 | | $ | 51,751 | | $ | 2,765 | |
Canada | | $ | 666 | | $ | 22 | | $ | — | | $ | — | |
Wholesale | | | | | | | | | | | | | |
United States | | $ | 30,263 | | $ | 854 | | $ | 66,418 | | $ | 2,301 | |
Canada | | $ | 3,500 | | $ | 125 | | $ | 5,810 | | $ | 278 | |
Total | | | | | | | | | | | | | |
Retail | | $ | 41,360 | | $ | 1,646 | | $ | 56,422 | | $ | 2,853 | |
Wholesale | | $ | 33,763 | | $ | 979 | | $ | 72,228 | | $ | 2,579 | |
Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 120 days delinquent, whichever occurs first. Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The receivables on nonaccrual status as of December 31, 2013 and 2012 are as follows:
| | | | | | | | | | | | | | | | | | | |
| | 2013 | | 2012 | |
---|
| | Retail | | Wholesale | | Total | | Retail | | Wholesale | | Total | |
---|
United States | | $ | 29,239 | | $ | 27,532 | | $ | 56,771 | | $ | 29,130 | | $ | 58,329 | | $ | 87,459 | |
Canada | | $ | 918 | | $ | 2,851 | | $ | 3,769 | | $ | 122 | | $ | 2,846 | | $ | 2,968 | |
Troubled Debt Restructurings
A restructuring of a receivable constitutes a troubled debt restructuring ("TDR") when the lender grants a concession it would not otherwise consider to a borrower experiencing financial difficulties. As a collateral-based lender, the Company typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings. For wholesale receivables, concessions granted may include extended contract maturities, inclusion of
F-26
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.
TDRs are reviewed along with other receivables as part of management's ongoing evaluation of the adequacy of the allowance for credit losses. The allowance for credit losses attributable to TDRs is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, the Company estimates the current fair market value of the equipment collateral and considers credit enhancements such as additional collateral and third-party guarantees.
Before removing a receivable from TDR classification, a review of the borrower is conducted. If concerns exist about the future ability of the borrower to meet its obligations under the loans based on a credit review, the TDR classification is not removed from the receivable.
As of December 31, 2013, the Company had approximately 765 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $17,472 and the post-modification value was $15,278. A court has determined the concession in 514 of these cases. The pre-modification value of these contracts was $9,298 and the post-modification value was $7,616. As of December 31, 2012, the Company had approximately 1,100 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $40,364 and the post-modification value was $37,850. A court has determined the concession in 609 of these cases. The pre-modification value of these contracts was $11,276 and the post-modification value was $9,521. As the outcome of the bankruptcy cases is determined by a court based on available assets, subsequent re-defaults are unusual and were not material for retail and finance lease receivable contracts that were modified in a TDR during the previous 12 months ended December 31, 2013 and 2012.
As of December 31, 2013 and 2012, the Company's wholesale TDR agreements were immaterial.
F-27
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 4: RECEIVABLES (Continued)
Managed Receivables
Historical loss and delinquency amounts for the Company's managed receivables for 2013 and 2012 are as follows:
| | | | | | | | | | |
| | Principal Amount of Receivables at December 31, | | Principal More Than 30 Days Delinquent at December 31, | | Net Credit Loss (Benefit) for the Year Ending December 31, | |
---|
2013 | | | | | | | | | | |
Type of receivable: | | | | | | | | | | |
Retail and other notes and finance leases | | $ | 8,724,927 | | $ | 42,039 | | $ | 13,898 | |
Wholesale | | | 3,573,524 | | | 680 | | | (436 | ) |
| | | | | | | |
| | | | | | | | | | |
Total managed receivables | | $ | 12,298,451 | | $ | 42,719 | | $ | 13,462 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Comprised of receivables: | | | | | | | | | | |
Held in portfolio | | $ | 12,285,234 | | | | | | | |
Sold | | | 13,217 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | |
Total managed receivables | | $ | 12,298,451 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | |
2012 | | | | | | | | | | |
Type of receivable: | | | | | | | | | | |
Retail and other notes and finance leases | | $ | 7,636,790 | | $ | 53,245 | | $ | 27,834 | |
Wholesale | | | 3,265,173 | | | 2,201 | | | 1,545 | |
| | | | | | | |
| | | | | | | | | | |
Total managed receivables | | $ | 10,901,963 | | $ | 55,446 | | $ | 29,379 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Comprised of receivables: | | | | | | | | | | |
Held in portfolio | | $ | 10,854,596 | | | | | | | |
Sold | | | 47,367 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | |
Total managed receivables | | $ | 10,901,963 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | |
NOTE 5: EQUIPMENT ON OPERATING LEASES
A summary of equipment on operating leases as of December 31, 2013 and 2012 is as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Equipment on operating leases | | $ | 1,148,622 | | $ | 931,536 | |
Accumulated depreciation | | | (174,315 | ) | | (177,165 | ) |
| | | | | |
| | | | | | | |
Equipment on operating leases, net | | $ | 974,307 | | $ | 754,371 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Depreciation expense totaled $114,053, $107,836 and $110,314 for the years ended December 31, 2013, 2012 and 2011, respectively.
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 5: EQUIPMENT ON OPERATING LEASES (Continued)
Lease payments owed to the Company for equipment under non-cancelable operating leases as of December 31, 2013 are as follows:
| | | | |
2014 | | $ | 107,573 | |
2015 | | | 64,079 | |
2016 | | | 29,158 | |
2017 | | | 11,823 | |
2018 and thereafter | | | 2,779 | |
| | | |
| | | | |
Total lease payments | | $ | 215,412 | |
| | | |
| | | | |
| | | | |
| | | |
NOTE 6: GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Balance, beginning of year | | $ | 117,696 | | $ | 116,830 | |
Foreign currency translation adjustment | | | (2,210 | ) | | 866 | |
| | | | | |
| | | | | | | |
Balance, end of year | | $ | 115,486 | | $ | 117,696 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Goodwill is tested for impairment at least annually. During 2013 and 2012, the Company performed its annual impairment review as of December 31 and concluded that there were no impairments in either year. The Company has no accumulated impairment losses at December 31, 2013.
As of December 31, 2013 and 2012, the Company's intangible asset and related accumulated amortization for its software is as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Software | | $ | 29,596 | | $ | 26,375 | |
Accumulated amortization | | | (22,792 | ) | | (21,846 | ) |
| | | | | |
| | | | | | | |
Software, net | | $ | 6,804 | | $ | 4,529 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The Company recorded amortization expense of $1,002, $1,010 and $1,106 during 2013, 2012 and 2011, respectively.
Based on the current amount of software subject to amortization, the estimated annual amortization expense for each of the succeeding five years is as follows: $885 in 2014; $700 in 2015; $551 in 2016; $390 in 2017; and $390 in 2018.
F-29
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 7: OTHER ASSETS
The components of other assets as of December 31, 2013 and 2012 are as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Deferred debt issuance costs | | $ | 45,240 | | $ | 39,539 | |
Tax receivables | | | 8,917 | | | 6,301 | |
Derivative assets | | | 6,189 | | | 2,803 | |
Property and equipment, net | | | 151 | | | 150 | |
Prepaid assets | | | 53 | | | 5,743 | |
Other current assets | | | 10,409 | | | 18,722 | |
| | | | | |
| | | | | | | |
Total other assets | | $ | 70,959 | | $ | 73,258 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
NOTE 8: CREDIT FACILITIES AND DEBT
The following table summarizes the Company's debt and credit facilities, borrowings thereunder and availability at December 31, 2013:
| | | | | | | | | | | | | | | | | | |
| | 2013 | |
---|
| | Maturity(1) | | Total Facility/Debt | | Short-Term Outstanding | | Current Maturities of Long-Term Outstanding | | Long-Term Outstanding | | Available | |
---|
Committed Asset-Backed Facilities | | | | | | | | | | | | | | | | | | |
Retail—U.S. | | Sep 2015 | | $ | 1,200,000 | | $ | — | | $ | 107,147 | | $ | 443,891 | | $ | 648,962 | |
Retail—Canada | | Dec 2015 | | | 470,009 | | | — | | | 37,380 | | | 156,422 | | | 276,207 | |
Wholesale VFN—U.S. | | Various | | | 1,400,000 | | | 1,400,000 | | | — | | | — | | | — | |
Wholesale VFN—Canada | | Dec 2015 | | | 550,615 | | | 506,566 | | | — | | | — | | | 44,049 | |
Leases—U.S. | | (2) | | | 99,100 | | | — | | | 18,698 | | | 80,402 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 3,719,724 | | | 1,906,566 | | | 163,225 | | | 680,715 | | | 969,218 | |
Secured Debt | | | | | | | | | | | | | | | | | | |
Wholesale term—U.S. | | Aug 2016 | | | 367,300 | | | — | | | — | | | 367,300 | | | — | |
Amortizing retail term ABS—N.A. | | Various | | | 6,872,706 | | | — | | | 2,124,267 | | | 4,748,439 | | | — | |
Other ABS financing—N.A. | | Various | | | 145,125 | | | — | | | 95,131 | | | 49,994 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 7,385,131 | | | — | | | 2,219,398 | | | 5,165,733 | | | — | |
Unsecured Facilities | | | | | | | | | | | | | | | | | | |
Revolving credit facilities | | Various | | | 350,000 | | | — | | | — | | | — | | | 350,000 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Unsecured Debt | | | | | | | | | | | | | | | | | | |
Notes(3) | | Various | | | 2,349,140 | | | — | | | — | | | 2,349,140 | | | — | |
Term loan | | July 2016 | | | 150,000 | | | — | | | — | | | 150,000 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 2,499,140 | | | — | | | — | | | 2,499,140 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total credit facilities and debt | | | | $ | 13,953,995 | | $ | 1,906,566 | | $ | 2,382,623 | | $ | 8,345,588 | | $ | 1,319,218 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
- (1)
- Maturity dates reflect maturities of the credit facility which may be different than the maturities of the advances under the facility.
F-30
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 8: CREDIT FACILITIES AND DEBT (Continued)
- (2)
- Advances under the credit facility ended December 2013; however, the maturities of the debt are due as the underlying leases are collected, which extends beyond 2013.
- (3)
- Includes adjustment related to fair value hedge of $860.
A summary of the minimum annual repayments of long-term debt as of December 31, 2013, for 2015 and thereafter is as follows:
| | | | |
2015 | | $ | 2,801,878 | |
2016 | | | 2,549,053 | |
2017 | | | 1,695,989 | |
2018 | | | 1,232,388 | |
2019 and thereafter | | | 66,280 | |
| | | |
| | | | |
Total | | $ | 8,345,588 | |
| | | |
| | | | |
| | | | |
| | | |
F-31
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 8: CREDIT FACILITIES AND DEBT (Continued)
The following table summarizes the Company's credit facilities, borrowings thereunder and availability at December 31, 2012:
| | | | | | | | | | | | | | | | | | |
| | 2012 | |
---|
| | Maturity(1) | | Total Facility/Debt | | Short-Term Outstanding | | Current Maturities of Long-Term Outstanding | | Long-Term Outstanding | | Available | |
---|
Committed Asset-Backed Facilities | | | | | | | | | | | | | | | | | | |
Retail—U.S. | | Sep 2014 | | $ | 1,200,000 | | $ | — | | $ | 91,598 | | $ | 274,149 | | $ | 834,253 | |
Retail—Canada | | Dec 2014 | | | 502,169 | | | — | | | 65,642 | | | 257,658 | | | 178,869 | |
Wholesale VFN—U.S. | | Various 2013 | | | 1,550,000 | | | 1,550,000 | | | — | | | — | | | — | |
Wholesale VFN—Canada | | Dec 2014 | | | 588,291 | | | 548,716 | | | — | | | — | | | 39,575 | |
Leases—U.S. | | (2) | | | 100,000 | | | — | | | 14,913 | | | 83,286 | | | 1,801 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 3,940,460 | | | 2,098,716 | | | 172,153 | | | 615,093 | | | 1,054,498 | |
Secured Debt | | | | | | | | | | | | | | | | | | |
Amortizing retail term ABS—N.A. | | Various | | | 5,924,946 | | | — | | | 1,810,103 | | | 4,114,843 | | | — | |
Other ABS financing—N.A. | | Various | | | 340,880 | | | — | | | 149,265 | | | 191,615 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 6,265,826 | | | — | | | 1,959,368 | | | 4,306,458 | | | — | |
Unsecured Facility | | | | | | | | | | | | | | | | | | |
Revolving credit facilities | | Various | | | 350,000 | | | — | | | — | | | — | | | 350,000 | |
Unsecured Debt | | | | | | | | | | | | | | | | | | |
Notes | | Various | | | 1,250,000 | | | — | | | — | | | 1,250,000 | | | — | |
Term loan | | July 2016 | | | 150,000 | | | — | | | — | | | 150,000 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Subtotal | | | | | 1,400,000 | | | — | | | — | | | 1,400,000 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total credit facilities and debt | | | | $ | 11,956,286 | | $ | 2,098,716 | | $ | 2,131,521 | | $ | 6,321,551 | | $ | 1,404,498 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
- (1)
- Maturity dates reflect maturities of the credit facility which may be different than the maturities of the advances under the facility.
- (2)
- Advances under the credit facility ended December 2013; however, the maturities of the debt are due as the underlying leases are collected, which extends beyond 2013.
Committed Asset-Backed Facilities
The Company has access to committed asset-backed facilities through which it may sell its receivables. The Company utilizes retail facilities to fund the origination of retail receivables and has exercised the option to periodically repurchase receivables and resell them in the term ABS markets (shown as "Amortizing retail term ABS—N.A.") or found alternative financing for the receivables. Under these facilities, the maximum amount of proceeds that can be accessed at one time is $1,670,009. In addition, if the receivables sold are not repurchased by the Company, the related debt is paid only as the underlying receivables are collected. Such receivables have maturities not exceeding seven years. The Company believes it is probable that a majority of these receivables will be repurchased and resold in the ABS
F-32
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 8: CREDIT FACILITIES AND DEBT (Continued)
markets. Borrowings against these facilities accrue interest based on prevailing money market or asset-backed commercial paper rates.
The Company finances a portion of its wholesale receivable portfolio with the issue of Variable Funding Notes ("VFNs") which are privately subscribed by certain bank and asset-backed commercial paper conduits. These notes accrue interest based on prevailing money market or asset-backed commercial paper rates.
Secured Debt
Borrowings under secured debt bear interest at either floating rates of LIBOR plus an applicable margin or fixed rates.
Unsecured Facilities and Debt
In July 2011, the Company entered into a $250,000 five-year, unsecured credit facility, consisting of a $150,000 term facility and a $100,000 revolving credit facility, with a final maturity in July 2016.
In November 2011, the Company issued $500,000 of debt securities at an annual fixed rate of 6.25% due 2016. The notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Industrial Capital America and New Holland Credit.
In April 2012, the Company entered into a $250,000, three-year, unsecured revolving credit agreement.
In October 2012, the Company issued $750,000 of debt securities at an annual fixed rate of 3.875% due 2015. The notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Industrial Capital America and New Holland Credit.
In April 2013, the Company issued $600,000 of debt securities at an annual fixed rate of 3.625% due 2018. The notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Industrial Capital America and New Holland Credit.
In October 2013, the Company issued $500,000 of debt securities at an annual fixed rate of 3.25% due 2017. The notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Industrial Capital America and New Holland Credit.
Covenants
The credit agreements governing the Company's unsecured funding transactions contain covenants that restrict the Company's ability and/or that of its subsidiaries to, among other things, incur additional debt, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions, enter into sale or leaseback transactions and/or sell certain assets or merge with or into other companies. In addition, the Company is required to maintain certain coverage levels for leverage and EBITDA, the latter of which is eliminated upon achievement of certain rating levels.
F-33
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 8: CREDIT FACILITIES AND DEBT (Continued)
Interest Rates
The weighted-average interest rate on total short-term debt outstanding at December 31, 2013 and 2012 was 1.1% and 1.2%, respectively. The weighted-average interest rate on total long-term debt (including current maturities of long-term debt) at December 31, 2013 and 2012 was 1.8% and 1.9%, respectively. The average rate is calculated using the actual rates at December 31, 2013 and 2012, weighted by the amount of outstanding borrowings of each debt instrument.
Support Agreement
Effective as of September 29, 2013, in connection with the merger of CNH Global with and into CNHI, CNHI assumed all of CNH Global's obligations under the support agreement, pursuant to which CNH Global agreed to, among other things, (a) make cash capital contributions to the Company, to the extent necessary to cause the ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with U.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51% of the voting equity interests in the Company and (c) cause the Company to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million. The support agreement is not intended to be and is not a guarantee by CNHI of any indebtedness or other obligation of the Company. The obligations of CNHI to the Company pursuant to this support agreement are to the Company only and do not run to, and are not enforceable directly by, any creditor of the Company. The support agreement may be modified, amended or terminated, at CNHI's election, upon thirty days' prior written notice to the Company and the rating agencies, if (a) the modification, amendment or termination would not result in a downgrade of the Company's rated indebtedness; (b) the modification, amendment or notice of termination provides that the support agreement will continue in effect with respect to the Company's rated indebtedness then outstanding; or (c) the Company has no long-term rated indebtedness outstanding.
NOTE 9: INCOME TAXES
The income and expenses of the Company and certain of its domestic subsidiaries are included in the consolidated income tax return of Case New Holland Inc., a wholly owned subsidiary of CNHI, and parent of CNH Industrial America. The Company's Canadian subsidiaries file separate income tax returns, as do certain domestic subsidiaries. The Company and certain of its domestic subsidiaries are LLCs and, as a result, incur no income tax liability on a stand-alone basis for tax purposes. However, for financial reporting, all tax accounts have been disclosed and the income tax expense is reflective for all of the companies included in the consolidated financial statements.
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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 9: INCOME TAXES (Continued)
The sources of income before taxes for the years ended December 31, 2013, 2012, and 2011 are as follows, with foreign defined as any income earned outside the United States:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Domestic | | $ | 300,032 | | $ | 248,461 | | $ | 243,365 | |
Foreign | | | 101,130 | | | 81,232 | | | 76,222 | |
| | | | | | | |
| | | | | | | | | | |
Income before taxes | | $ | 401,162 | | $ | 329,693 | | $ | 319,587 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The provision for income taxes for the years ended December 31, 2013, 2012 and 2011 is as follows:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Current income tax expense: | | | | | | | | | | |
Domestic | | $ | 77,406 | | $ | 80,255 | | $ | 40,866 | |
Foreign | | | 22,519 | | | 22,600 | | | 18,432 | |
| | | | | | | |
| | | | | | | | | | |
Total current income tax expense | | | 99,925 | | | 102,855 | | | 59,298 | |
| | | | | | | |
| | | | | | | | | | |
Deferred income tax expense (benefit): | | | | | | | | | | |
Domestic | | | 29,497 | | | 15,848 | | | 55,790 | |
Foreign | | | 5,400 | | | (2,591 | ) | | 2,965 | |
| | | | | | | |
| | | | | | | | | | |
Total deferred income tax expense | | | 34,897 | | | 13,257 | | | 58,755 | |
| | | | | | | |
| | | | | | | | | | |
Total tax provision | | $ | 134,822 | | $ | 116,112 | | $ | 118,053 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
A reconciliation of CNH's statutory and effective income tax rate for the years ended December 31, 2013, 2012, and 2011 is as follows:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Tax provision at statutory rate | | | 35.0 | % | | 35.0 | % | | 35.0 | % |
State taxes | | | 4.5 | | | 5.0 | | | 6.2 | |
Foreign taxes | | | (5.0 | ) | | (4.7 | ) | | (4.4 | ) |
Tax contingencies | | | 0.1 | | | (0.3 | ) | | 0.5 | |
Tax credits and incentives | | | (0.2 | ) | | (0.3 | ) | | (0.2 | ) |
Tax rate and legislative changes | | | — | | | 0.7 | | | — | |
Other | | | (0.8 | ) | | (0.2 | ) | | (0.2 | ) |
| | | | | | | |
| | | | | | | | | | |
Total tax provision effective rate | | | 33.6 | % | | 35.2 | % | | 36.9 | % |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
F-35
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 9: INCOME TAXES (Continued)
The components of the Company's net deferred tax liability as of December 31, 2013 and 2012 are as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Deferred tax assets: | | | | | | | |
Pension, postretirement and post-employment benefits | | $ | 3,520 | | $ | 3,375 | |
Marketing and sales incentive programs | | | 68,770 | | | 56,878 | |
Allowance for credit losses | | | 33,784 | | | 43,166 | |
Other accrued liabilities | | | 19,814 | | | 23,781 | |
Tax loss and tax credit carry forwards | | | 9,114 | | | 8,480 | |
| | | | | |
| | | | | | | |
Total deferred tax assets | | $ | 135,002 | | $ | 135,680 | |
Deferred tax liability: | | | | | | | |
Equipment on operating lease | | $ | 219,896 | | $ | 183,574 | |
| | | | | |
| | | | | | | |
Deferred tax liability, net(1) | | $ | (84,894 | ) | $ | (47,894 | ) |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
- (1)
- The net deferred tax liability in 2013 and 2012 is included in "Accounts payable and other accrued liabilities" in the accompanying consolidated balance sheets.
Deferred taxes are provided to reflect timing differences between the financial and tax basis of assets and liabilities and tax carryforwards using currently enacted tax rates and laws. Management believes it is more likely than not the benefit of the deferred tax assets will be realized.
A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Balance, beginning of year | | $ | 5,830 | | $ | 6,907 | | $ | 4,848 | |
Additions based on tax positions related to the current year | | | — | | | — | | | 2,239 | |
Reductions for tax positions of prior years | | | (367 | ) | | (119 | ) | | (180 | ) |
Settlements | | | (40 | ) | | (958 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Balance, end of year | | $ | 5,423 | | $ | 5,830 | | $ | 6,907 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The total amount of unrecognized tax benefits that, if recognized, would affect the annual effective income tax rate is $967.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2013, 2012, and 2011, the Company recognized approximately $307, ($527), and $352, respectively, in interest and penalties. The Company had approximately $2,880, $2,793, and $3,233 for the expected future payment of interest and penalties accrued at December 31, 2013, 2012, and 2011, respectively.
The Company is currently under various income tax examinations by taxing authorities for years 2003 through 2006 that are anticipated to be completed by the end of 2014. As of December 31, 2013, certain
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 9: INCOME TAXES (Continued)
taxing authorities have proposed adjustments to the Company's transfer pricing/management service fee positions. The Company anticipates that it is reasonably possible to reach a settlement with competent authority by the end of 2014 that may result in a tax deficiency assessment for which there should be correlative relief under competent authority. The potential tax deficiency assessments could have an effect on the Company's 2014 annual cash flows in the range of $3,000 to $4,000. The Company has provided for the unrecognized tax benefits and related competent authority recovery according to current guidance.
The Company has not provided deferred taxes on $394,000 of undistributed earnings of non-U.S. subsidiaries at December 31, 2013, as the Company's intention continues to be to indefinitely reinvest these earnings in the non-U.S. operations.
The President of the United States signed the American Taxpayer Relief Act of 2012 on January 2, 2013. Consequently, the lapse of the active financing income exception resulted in a tax detriment of approximately $2,671 in 2012 and a corresponding tax benefit of approximately $2,671 in 2013.
NOTE 10: FINANCIAL INSTRUMENTS
The Company may elect to measure many financial instruments and certain other items at fair value. This fair value option must be applied on an instrument-by-instrument basis with changes in fair value reported in earnings. The election can be made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The Company did not elect the fair value measurement option for eligible items.
Fair-Value Hierarchy
U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's internally-developed market assumptions. These two types of inputs have created the following fair-value hierarchy:
Level 1—Quoted prices for identical instruments in active markets.
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
This hierarchy requires the use of observable market data when available.
Determination of Fair Value
When available, the Company uses quoted market prices to determine fair value and classifies such items in Level 1. In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified in Level 2.
F-37
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 10: FINANCIAL INSTRUMENTS (Continued)
If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters such as interest rates, currency rates, or yield curves. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.
The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models and the key inputs to those models, as well as any significant assumptions.
Derivatives
The Company 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. The Company does not hold or issue derivative or other financial instruments for speculative purposes. The credit risk for the interest rate hedges is reduced through diversification among counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified in Level 2 or 3 of the fair value hierarchy. The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.
Interest Rate Derivatives
The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated in cash flow hedging relationships are being used by the Company to mitigate the risk of rising interest rates related to debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments, to the extent that the hedge relationship has been effective, are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which the Company recognizes interest expense on the related debt. Ineffectiveness recognized related to these hedging relationships was not significant for the years ended December 31, 2013, 2012 and 2011. These amounts are recorded in "Other expenses" in the consolidated statements of income. The maximum length of time over which the Company is hedging its interest rate exposure through the use of derivative instruments designated in cash flow hedge relationships is 52 months. The after-tax losses deferred in accumulated other comprehensive income that will be recognized in interest expense over the next 12 months are approximately $2,809.
The Company also enters into interest rate derivatives with substantially similar economic terms that are not designated as hedging instruments to mitigate interest rate risk related to the Company's committed asset-backed facilities. These facilities require the Company to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, the Company enters into an offsetting position. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the years ended December 31, 2013, 2012 and 2011.
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 10: FINANCIAL INSTRUMENTS (Continued)
Most of the Company's interest rate derivatives are considered Level 2. The fair market value of these derivatives is calculated using market data input for forecasted benchmark interest rates and can be compared to actively traded derivatives. If the future notional amount of the Company's interest rate derivatives is not known in advance, the derivatives are considered Level 3 derivatives. The fair market value of these derivatives is calculated using market data input and a forecasted future notional balance. The total notional amount of the Company's interest rate derivatives was approximately $2,007,460 and $1,926,633 at December 31, 2013 and 2012, respectively. The thirteen-month average notional amounts as of December 31, 2013 and 2012 were $2,732,953 and $3,166,466, respectively.
Foreign Exchange Contracts
The Company uses forward contracts to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and are not designated as hedging instruments. The changes in the fair value of these instruments are recognized directly as income in "Other expenses" and are expected to offset the foreign exchange gains or losses on the exposures being managed.
All of the Company's foreign exchange derivatives are considered Level 2 as the fair value is calculated using market data input and can be compared to actively traded derivatives.
Financial Statement Impact of the Company's Derivatives
The fair values of the Company's derivatives as of December 31, 2013 and 2012 in the consolidated balance sheets are recorded as follows:
| | | | | | | |
| | 2013 | | 2012 | |
---|
Derivatives Designated as Hedging Instruments: | | | | | | | |
Other assets: | | | | | | | |
Interest rate derivatives | | $ | 98 | | $ | — | |
Accounts payable and other accrued liabilities: | | | | | | | |
Interest rate derivatives | | $ | 860 | | $ | — | |
Derivatives Not Designated as Hedging Instruments: | | | | | | | |
Other assets: | | | | | | | |
Interest rate derivatives | | $ | 6,023 | | $ | 2,788 | |
Foreign exchange contracts | | | 68 | | | 15 | |
| | | | | |
| | | | | | | |
Total | | $ | 6,091 | | $ | 2,803 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Accounts payable and other accrued liabilities: | | | | | | | |
Interest rate derivatives | | $ | 6,023 | | $ | 2,744 | |
Foreign exchange contracts | | | — | | | 20 | |
| | | | | |
| | | | | | | |
Total | | $ | 6,023 | | $ | 2,764 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
F-39
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 10: FINANCIAL INSTRUMENTS (Continued)
Pre-tax gains (losses) on the consolidated statements of income related to the Company's derivatives for the years ended December 31, 2013, 2012 and 2011 are recorded in the following accounts:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Cash Flow Hedges | | | | | | | | | | |
Recognized in accumulated other comprehensive Income (effective portion) | | | | | | | | | | |
Interest rate derivatives | | $ | (774 | ) | $ | (254 | ) | $ | (19,818 | ) |
Reclassified from accumulated other comprehensive income (effective portion) | | | | | | | | | | |
Interest rate derivatives—Interest expense to third parties | | | (6,138 | ) | | (6,971 | ) | | (17,191 | ) |
Recognized directly in income (ineffective portion) | | | | | | | | | | |
Interest rate derivatives—Other expenses | | | — | | | 20 | | | (278 | ) |
Not Designated as Hedges | | | | | | | | | | |
Interest rate derivatives—Other expenses | | $ | — | | $ | (53 | ) | $ | (751 | ) |
Foreign exchange contracts—Other expenses | | | (138 | ) | | 5 | | | — | |
Items Measured at Fair Value on a Recurring Basis
The following tables present for each of the fair-value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013 and 2012:
| | | | | | | | | | | | | | | | | | | |
| | Level 2 | | Level 3 | | Total | |
---|
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | |
---|
Assets | | | | | | | | | | | | | | | | | | | |
Interest rate derivatives | | $ | 6,121 | | $ | 2,788 | | $ | — | | $ | — | | $ | 6,121 | | $ | 2,788 | |
Foreign exchange contracts | | | 68 | | | 15 | | | — | | | — | | | 68 | | | 15 | |
Retained interests | | | — | | | — | | | 2,853 | | | 9,271 | | | 2,853 | | | 9,271 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 6,189 | | $ | 2,803 | | $ | 2,853 | | $ | 9,271 | | $ | 9,042 | | $ | 12,074 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Interest rate derivatives | | $ | 6,883 | | $ | 2,744 | | $ | — | | $ | — | | $ | 6,883 | | $ | 2,744 | |
Foreign exchange contracts | | | — | | | 20 | | | — | | | — | | | — | | | 20 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities | | $ | 6,883 | | $ | 2,764 | | $ | — | | $ | — | | $ | 6,883 | | $ | 2,764 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
There were no transfers between Level 1, Level 2 and Level 3 hierarchy levels during the periods presented.
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Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 10: FINANCIAL INSTRUMENTS (Continued)
The following table presents the changes in the Level 3 fair-value category for the years ended December 31, 2013, 2012 and 2011:
| | | | | | | |
| | Retained Interests | | Derivative Financial Instruments | |
---|
Balance at January 1, 2011 | | $ | 37,914 | | $ | (5,375 | ) |
Total gains or losses (realized/unrealized): | | | | | | | |
Included in earnings | | | 299 | | | 5,390 | |
Included in other comprehensive income | | | 1,183 | | | — | |
Settlements | | | (22,107 | ) | | — | |
| | | | | |
| | | | | | | |
Balance at December 31, 2011 | | $ | 17,289 | | $ | 15 | |
Total gains or losses (realized/unrealized): | | | | | | | |
Included in earnings | | | 1,005 | | | 65 | |
Included in other comprehensive income | | | 1,635 | | | (80 | ) |
Settlements | | | (10,658 | ) | | — | |
| | | | | |
| | | | | | | |
Balance at December 31, 2012 | | $ | 9,271 | | $ | — | |
Total gains or losses (realized/unrealized): | | | | | | | |
Included in earnings | | | 856 | | | — | |
Included in other comprehensive income | | | (284 | ) | | — | |
Settlements | | | (6,990 | ) | | — | |
| | | | | |
| | | | | | | |
Balance at December 31, 2013 | | $ | 2,853 | | $ | — | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Fair Value of Other Financial Instruments
The carrying amount of cash and cash equivalents, restricted cash, floating-rate affiliated accounts and notes receivable, floating-rate short-term debt, interest payable, short-term affiliated debt and floating-rate long-term debt was assumed to approximate its fair value. Under the fair value hierarchy, cash and cash equivalents and restricted cash are classified as Level 1 and the remainder of the financial instruments listed is classified as Level 2.
Financial Instruments Not Carried at Fair Value
The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of December 31, 2013 and 2012 are as follows:
| | | | | | | | | | | | | |
| | 2013 | | 2012 | |
---|
| | Carrying Amount | | Estimated Fair Value * | | Carrying Amount | | Estimated Fair Value * | |
---|
Receivables | | $ | 12,183,281 | | $ | 12,216,915 | | $ | 10,732,276 | | $ | 11,074,646 | |
Long-term debt | | $ | 8,345,588 | | $ | 8,457,438 | | $ | 6,321,551 | | $ | 6,451,544 | |
- *
- Under the fair value hierarchy, receivables are classified as Level 3 and long-term debt is classified as Level 2.
F-41
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 10: FINANCIAL INSTRUMENTS (Continued)
Financial Assets
The fair value of receivables was determined by discounting the estimated future payments using a discount rate which includes an estimate for credit risk.
Financial Liabilities
The fair values of fixed-rate long-term debt were based on current market quotes for identical or similar borrowings and credit risk.
NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION
The Company's segment data is based on disclosure requirements of accounting guidance on segment reporting, which requires financial information be reported on the basis that is used internally for measuring segment performance. The Company's reportable segments are strategic business units that are organized around differences in geographic areas. Each segment is managed separately as they require different knowledge of regulatory environments and marketing strategies. The operating segments offer primarily the same services within each of the respective segments.
F-42
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)
A summary of the Company's reportable segment information is as follows:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Revenues | | | | | | | | | | |
United States | | $ | 666,776 | | $ | 644,900 | | $ | 641,252 | |
Canada | | | 196,479 | | | 192,196 | | | 189,747 | |
Eliminations | | | (5,134 | ) | | (3,092 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 858,121 | | $ | 834,004 | | $ | 830,999 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Interest expense | | | | | | | | | | |
United States | | $ | 209,435 | | $ | 202,208 | | $ | 207,657 | |
Canada | | | 53,021 | | | 54,957 | | | 61,177 | |
Eliminations | | | (5,134 | ) | | (3,092 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 257,322 | | $ | 254,073 | | $ | 268,834 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Segment net income | | | | | | | | | | |
United States | | $ | 197,707 | | $ | 152,854 | | $ | 146,709 | |
Canada | | | 68,633 | | | 60,727 | | | 54,825 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 266,340 | | $ | 213,581 | | $ | 201,534 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Depreciation and amortization | | | | | | | | | | |
United States | | $ | 81,979 | | $ | 76,145 | | $ | 78,568 | |
Canada | | | 33,113 | | | 32,757 | | | 32,978 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 115,092 | | $ | 108,902 | | $ | 111,546 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Expenditures for equipment on operating leases | | | | | | | | | | |
United States | | $ | 501,599 | | $ | 355,076 | | $ | 292,823 | |
Canada | | | 118,962 | | | 104,401 | | | 93,538 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 620,561 | | $ | 459,477 | | $ | 386,361 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
(Benefit) provision for credit losses | | | | | | | | | | |
United States | | $ | (9,323 | ) | $ | 33,875 | | $ | 28,974 | |
Canada | | | 3,419 | | | 10,703 | | | 3,879 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | (5,904 | ) | $ | 44,578 | | $ | 32,853 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
F-43
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 11: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Segment assets | | | | | | | | | | |
United States | | $ | 12,536,638 | | $ | 11,016,740 | | $ | 9,654,594 | |
Canada | | | 2,664,096 | | | 2,555,140 | | | 2,358,198 | |
Eliminations | | | (214,030 | ) | | (225,351 | ) | | (111,641 | ) |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 14,986,704 | | $ | 13,346,529 | | $ | 11,901,151 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Managed portfolio | | | | | | | | | | |
United States | | $ | 10,147,225 | | $ | 8,849,079 | | $ | 7,827,253 | |
Canada | | | 2,151,226 | | | 2,052,884 | | | 1,774,445 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 12,298,451 | | $ | 10,901,963 | | $ | 9,601,698 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
NOTE 12: RELATED-PARTY TRANSACTIONS / AFFILIATED DEBT
The summary of sources included in "Interest and other income from affiliates" in the accompanying consolidated statements of income at December 31, 2013, 2012, and 2011 is as follows:
| | | | | | | | | | |
| | 2013 | | 2012 | | 2011 | |
---|
Retail subsidy from CNH Industrial North America | | $ | 219,171 | | $ | 209,952 | | $ | 216,544 | |
Wholesale subsidy: | | | | | | | | | | |
CNH Industrial North America | | | 158,313 | | | 148,997 | | | 135,294 | |
Other affiliates | | | 1,584 | | | 2,784 | | | 1,928 | |
Operating lease subsidy from CNH Industrial North America | | | 35,889 | | | 30,376 | | | 26,518 | |
Lending funds: | | | | | | | | | | |
CNH Industrial North America | | | — | | | 352 | | | 1,700 | |
Other affiliates | | | — | | | 2 | | | 22 | |
| | | | | | | |
| | | | | | | | | | |
Total interest and other income from affiliates | | $ | 414,957 | | $ | 392,463 | | $ | 382,006 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
The Company receives compensation from CNH Industrial North America for retail installment sales contracts and finance leases that were created under certain low-rate financing programs and interest waiver programs offered to customers by CNH Industrial North America. Similarly, for selected wholesale receivables, CNH Industrial North America and other affiliates compensate the Company for the difference between market rates and the amount paid by the dealer. For selected operating leases, CNH Industrial North America compensates the Company for the difference between the market rental rates and the amount paid by the customer. The Company is also compensated for lending funds to CNH Industrial North America and other affiliates for various purposes.
Fees charged by affiliates represent all payroll and other human resource services CNH Industrial America performs on behalf of the Company.
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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 12: RELATED-PARTY TRANSACTIONS / AFFILIATED DEBT (Continued)
As of December 31, 2013 and 2012, the Company had various accounts and notes receivable and debt with the following affiliates:
| | | | | | | | | | | | | | | | | |
| | 2013 | | 2012 | |
---|
| | Rate | | Maturity | | Amount | | Rate | | Maturity | | Amount | |
---|
Affiliated receivables from: | | | | | | | | | | | | | | | | | |
CNH Industrial America | | | 0 | % | | — | | $ | 80,786 | | 0% | | — | | $ | 64,708 | |
CNH Industrial Canada Ltd. | | | 0 | % | | — | | | 17,071 | | 0% | | — | | | 17,797 | |
Other affiliates | | | 0 | % | | — | | | 12,291 | | 0% | | — | | | 12,874 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total affiliated receivables | | | | | | | | $ | 110,148 | | | | | | $ | 95,379 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Affiliated debt owed to: | | | | | | | | | | | | | | | | | |
CNH Industrial America | | | 3.92 | % | | 2014 | | $ | 274,525 | | 3.21% | | 2013 | | $ | 788,381 | |
CNH Industrial Canada Ltd. | | | 4.97 | % | | 2014 | | | 76,479 | | 4.05% | | 2013 | | | 60,651 | |
Fiat | | | | | | | | | — | | 5.78% - 5.83% | | 2013 | | | 15,000 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Total affiliated debt | | | | | | | | $ | 351,004 | | | | | | $ | 864,032 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Included in other assets, tax receivables of $6,044 were due from related parties as of December 31, 2013.
Accounts payable and other accrued liabilities of $3,716 and $42,831, respectively, as of December 31, 2013 and 2012, were payable to related parties. Interest expense to related affiliates was $24,105, $34,512 and $44,645, respectively, for the years ended December 31, 2013, 2012 and 2011.
CNH Industrial Canada Ltd., an affiliated entity, owns 76,618,488 shares of preferred stock in CNH Industrial Capital Canada, one of the Company's subsidiaries. This is recorded as "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets. These shares earn dividends of 12-month LIBOR plus 1.2% per annum. The dividends are accrued annually and are recorded in "Net income attributed to noncontrolling interest" in the consolidated statements of income. The accrued, but not declared, dividends are included in "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets.
NOTE 13: COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company is party to various litigation matters and claims arising from its operations. Management believes that the outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position or results of operations.
Guarantees
The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNHI for approximately $278,324. The guarantees are in effect for the term of the underlying funding facilities, which have various maturities through 2015.
F-45
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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 13: COMMITMENTS AND CONTINGENCIES (Continued)
Commitments
As of December 31, 2013, the Company had various agreements to extend credit for the following managed portfolios:
| | | | | | | | | | |
| | Total Credit Limit | | Utilized | | Not Utilized | |
---|
Commercial revolving accounts | | $ | 3,928,608 | | $ | 226,568 | | $ | 3,702,040 | |
Wholesale and dealer financing | | $ | 5,969,889 | | $ | 3,430,330 | | $ | 2,539,559 | |
The commercial revolving accounts are issued by the Company to retail customers for purchases of parts and services at CNH Industrial North America equipment dealers.
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
CNH Industrial Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Industrial Capital LLC (the "Guarantor Entities"), guarantee certain indebtedness of CNH Industrial Capital LLC. As the guarantees are full, unconditional, and joint and several and because the Guarantor Entities are 100%-owned by CNH Industrial Capital LLC, the Company has included the following condensed consolidating financial information as of December 31, 2013 and 2012 and for the
F-46
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
three years ended December 31, 2013. The condensed consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Comprehensive Income for the Year Ended December 31, 2013 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
REVENUES | | | | | | | | | | | | | | | | |
Interest income on retail notes and finance leases | | $ | — | | $ | 572 | | $ | 180,770 | | $ | — | | $ | 181,342 | |
Interest income wholesale notes | | | | | | (1,001 | ) | | 64,761 | | | — | | | 63,760 | |
Interest and other income from affiliates | | | 69,589 | | | 214,317 | | | 361,773 | | | (230,722 | ) | | 414,957 | |
Rental income on operating leases | | | — | | | 80,765 | | | 58,172 | | | — | | | 138,937 | |
Servicing fee income | | | — | | | 86,950 | | | 88 | | | (86,506 | ) | | 532 | |
Other income | | | — | | | 48,593 | | | 10,000 | | | — | | | 58,593 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 69,589 | | | 430,196 | | | 675,564 | | | (317,228 | ) | | 858,121 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | |
Interest expense to third parties | | | 93,941 | | | 17 | | | 139,259 | | | — | | | 233,217 | |
Interest expense to affiliates | | | — | | | 212,552 | | | 42,275 | | | (230,722 | ) | | 24,105 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total interest expense | | | 93,941 | | | 212,569 | | | 181,534 | | | (230,722 | ) | | 257,322 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Administrative and operating expenses: | | | | | | | | | | | | | | | | |
Fees charged by affiliates | | | — | | | 45,403 | | | 97,508 | | | (86,506 | ) | | 56,405 | |
(Benefit) provision for credit losses, net | | | — | | | (13,380 | ) | | 7,476 | | | — | | | (5,904 | ) |
Depreciation of equipment on operating leases | | | — | | | 64,822 | | | 49,231 | | | — | | | 114,053 | |
Other expenses | | | 1 | | | 36,575 | | | (1,493 | ) | | — | | | 35,083 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total administrative and operating expenses | | | 1 | | | 133,420 | | | 152,722 | | | (86,506 | ) | | 199,637 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 93,942 | | | 345,989 | | | 334,256 | | | (317,228 | ) | | 456,959 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method | | | (24,353 | ) | | 84,207 | | | 341,308 | | | — | | | 401,162 | |
Income tax (benefit) provision | | | (9,393 | ) | | 30,212 | | | 114,003 | | | — | | | 134,822 | |
Equity in income of consolidated subsidiaries accounted for under the equity method | | | 279,840 | | | 225,845 | | | — | | | (505,685 | ) | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME | | | 264,880 | | | 279,840 | | | 227,305 | | | (505,685 | ) | | 266,340 | |
Net income attributed to noncontrolling interest | | | — | | | — | | | (1,460 | ) | | — | | | (1,460 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 264,880 | | $ | 279,840 | | $ | 225,845 | | $ | (505,685 | ) | $ | 264,880 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
COMPREHENSIVE INCOME | | $ | 224,304 | | $ | 239,262 | | $ | 192,320 | | $ | (430,122 | ) | $ | 225,764 | |
Comprehensive income attributed to noncontrolling interest | | | — | | | — | | | (1,460 | ) | | — | | | (1,460 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 224,304 | | $ | 239,262 | | $ | 190,860 | | $ | (430,122 | ) | $ | 224,304 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
F-47
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Balance Sheets as of December 31, 2013 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | 308,507 | | $ | 389,101 | | $ | — | | $ | 697,608 | |
Restricted cash | | | — | | | 100 | | | 784,408 | | | — | | | 784,508 | |
Receivables, less allowance for credit losses | | | — | | | 1,504,614 | | | 10,678,667 | | | — | | | 12,183,281 | |
Retained interests in securitized receivables | | | — | | | 5,202 | | | 2,596 | | | (4,945 | ) | | 2,853 | |
Affiliated accounts and notes receivable | | | 2,245,308 | | | 1,780,263 | | | 1,462,388 | | | (5,377,811 | ) | | 110,148 | |
Equipment on operating leases, net | | | — | | | 636,383 | | | 337,924 | | | — | | | 974,307 | |
Equipment held for sale | | | — | | | 35,035 | | | 5,715 | | | — | | | 40,750 | |
Investments in consolidated subsidiaries accounted for under the equity method | | | 1,703,364 | | | 1,931,092 | | | — | | | (3,634,456 | ) | | — | |
Goodwill and intangible assets | | | — | | | 88,376 | | | 33,914 | | | — | | | 122,290 | |
Other assets | | | 23,142 | | | 15,857 | | | 31,960 | | | — | | | 70,959 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL | | $ | 3,971,814 | | $ | 6,305,429 | | $ | 13,726,673 | | $ | (9,017,212 | ) | $ | 14,986,704 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
LIABILITIES AND STOCKHOLDER'S EQUITY | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Short-term debt, including current maturities of long-term debt | | $ | — | | $ | 76,869 | | $ | 4,212,320 | | $ | — | | $ | 4,289,189 | |
Accounts payable and other accrued liabilities | | | 20,685 | | | 2,004,157 | | | 798,110 | | | (2,332,446 | ) | | 490,506 | |
Affiliated debt | | | — | | | 2,487,997 | | | 913,317 | | | (3,050,310 | ) | | 351,004 | |
Long-term debt | | | 2,499,140 | | | 33,042 | | | 5,813,406 | | | — | | | 8,345,588 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 2,519,825 | | | 4,602,065 | | | 11,737,153 | | | (5,382,756 | ) | | 13,476,287 | |
Stockholder's equity | | | 1,451,989 | | | 1,703,364 | | | 1,989,520 | | | (3,634,456 | ) | | 1,510,417 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL | | $ | 3,971,814 | | $ | 6,305,429 | | $ | 13,726,673 | | $ | (9,017,212 | ) | $ | 14,986,704 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
F-48
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Cash Flows for the Year Ended December 31, 2013 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | �� | | |
Net cash (used in) from operating activities | | $ | (899,140 | ) | $ | 480,974 | | $ | (68,842 | ) | $ | 904,998 | | $ | 417,990 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | |
Cost of receivables acquired | | | — | | | (16,948,609 | ) | | (16,438,038 | ) | | 12,754,787 | | | (20,631,860 | ) |
Collections of receivables | | | — | | | 16,591,756 | | | 15,206,469 | | | (12,754,187 | ) | | 19,044,038 | |
Increase in restricted cash | | | — | | | — | | | (65,756 | ) | | — | | | (65,756 | ) |
Purchase of equipment on operating leases, net | | | — | | | (270,607 | ) | | (78,600 | ) | | — | | | (349,207 | ) |
Other investing activities | | | — | | | (3,279 | ) | | (41 | ) | | — | | | (3,320 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash (used in) from investing activities | | | — | | | (630,739 | ) | | (1,375,966 | ) | | 600 | | | (2,006,105 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | |
Intercompany activity | | | — | | | 341,327 | | | 56,475 | | | (905,598 | ) | | (507,796 | ) |
Net increase (decrease) in indebtedness | | | 1,099,140 | | | (140,056 | ) | | 1,248,522 | | | — | | | 2,207,606 | |
Dividends paid to CNH Industrial America LLC | | | (200,000 | ) | | — | | | — | | | — | | | (200,000 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash from financing activities | | | 899,140 | | | 201,271 | | | 1,304,997 | | | (905,598 | ) | | 1,499,810 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
INCREASE (DECRESE) IN CASH AND CASH EQUIVALENTS | | | — | | | 51,506 | | | (139,811 | ) | | — | | | (88,305 | ) |
CASH AND CASH EQUIVALENTS: | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | 257,001 | | | 528,912 | | | — | | | 785,913 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
End of period | | $ | — | | $ | 308,507 | | $ | 389,101 | | $ | — | | $ | 697,608 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
F-49
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Comprehensive Income for the Year Ended December 31, 2012 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
REVENUES | | | | | | | | | | | | | | | | |
Interest income on retail notes and finance leases | | $ | — | | $ | 11,488 | | $ | 166,956 | | $ | — | | $ | 178,444 | |
Interest income on wholesale notes | | | — | | | (830 | ) | | 63,043 | | | — | | | 62,213 | |
Interest and other income from affiliates | | | 7,437 | | | 178,848 | | | 354,010 | | | (147,832 | ) | | 392,463 | |
Rental income on operating leases | | | — | | | 82,280 | | | 51,526 | | | — | | | 133,806 | |
Servicing fee income | | | — | | | 82,253 | | | 137 | | | (81,450 | ) | | 940 | |
Other income | | | — | | | 31,495 | | | 34,643 | | | — | | | 66,138 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 7,437 | | | 385,534 | | | 670,315 | | | (229,282 | ) | | 834,004 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | |
Interest expense to third parties | | | 48,848 | | | 6,838 | | | 163,875 | | | — | | | 219,561 | |
Interest expense to affiliates | | | 255 | | | 146,665 | | | 35,424 | | | (147,832 | ) | | 34,512 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total interest expense | | | 49,103 | | | 153,503 | | | 199,299 | | | (147,832 | ) | | 254,073 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Administrative and operating expenses: | | | | | | | | | | | | | | | | |
Fees charged by affiliates | | | — | | | 50,591 | | | 92,754 | | | (81,450 | ) | | 61,895 | |
(Benefit) provision for credit losses, net | | | — | | | (563 | ) | | 45,141 | | | — | | | 44,578 | |
Depreciation of equipment on operating leases | | | — | | | 65,107 | | | 42,729 | | | — | | | 107,836 | |
Other expenses | | | 1 | | | 32,999 | | | 2,929 | | | — | | | 35,929 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total administrative and operating expenses | | | 1 | | | 148,134 | | | 183,553 | | | (81,450 | ) | | 250,238 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 49,104 | | | 301,637 | | | 382,852 | | | (229,282 | ) | | 504,311 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method | | | (41,667 | ) | | 83,897 | | | 287,463 | | | — | | | 329,693 | |
Income tax (benefit) provision | | | (16,327 | ) | | 33,663 | | | 98,776 | | | — | | | 116,112 | |
Equity in income of consolidated subsidiaries accounted for under the equity method | | | 237,276 | | | 187,042 | | | — | | | (424,318 | ) | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME | | | 211,936 | | | 237,276 | | | 188,687 | | | (424,318 | ) | | 213,581 | |
Net income attributed to noncontrolling interest | | | — | | | — | | | (1,645 | ) | | — | | | (1,645 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 211,936 | | $ | 237,276 | | $ | 187,042 | | $ | (424,318 | ) | $ | 211,936 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
COMPREHENSIVE INCOME | | $ | 229,868 | | $ | 255,208 | | $ | 204,003 | | $ | (457,566 | ) | $ | 231,513 | |
Comprehensive income attributed to noncontrolling interest | | | — | | | — | | | (1,645 | ) | | — | | | (1,645 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 229,868 | | $ | 255,208 | | $ | 202,358 | | $ | (457,566 | ) | $ | 229,868 | |
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F-50
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Balance Sheets as of December 31, 2012 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | $ | 257,001 | | $ | 528,912 | | $ | — | | $ | 785,913 | |
Restricted cash | | | — | | | 100 | | | 727,086 | | | — | | | 727,186 | |
Receivables, less allowance for credit losses | | | — | | | 1,136,838 | | | 9,595,438 | | | — | | | 10,732,276 | |
Retained interests in securitized receivables | | | — | | | 5,368 | | | 8,248 | | | (4,345 | ) | | 9,271 | |
Affiliated accounts and notes receivable | | | 1,357,013 | | | 1,970,680 | | | 1,380,472 | | | (4,612,786 | ) | | 95,379 | |
Equipment on operating leases, net | | | — | | | 430,599 | | | 323,772 | | | — | | | 754,371 | |
Equipment held for sale | | | — | | | 39,455 | | | 7,195 | | | — | | | 46,650 | |
Investments in consolidated subsidiaries accounted for under the equity method | | | 1,462,859 | | | 1,740,138 | | | — | | | (3,202,997 | ) | | — | |
Goodwill and intangible assets | | | — | | | 86,095 | | | 36,130 | | | — | | | 122,225 | |
Other assets | | | 21,765 | | | (14,998 | ) | | 66,491 | | | — | | | 73,258 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL | | $ | 2,841,637 | | $ | 5,651,276 | | $ | 12,673,744 | | $ | (7,820,128 | ) | $ | 13,346,529 | |
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LIABILITIES AND STOCKHOLDER'S EQUITY | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Short-term debt, including current maturities of long-term debt | | $ | — | | $ | 110,557 | | $ | 4,119,680 | | $ | — | | $ | 4,230,237 | |
Accounts payable and other accrued liabilities | | | 15,194 | | | 1,791,778 | | | 1,112,745 | | | (2,472,419 | ) | | 447,298 | |
Affiliated debt | | | — | | | 2,146,670 | | | 862,074 | | | (2,144,712 | ) | | 864,032 | |
Long-term debt | | | 1,400,000 | | | 139,412 | | | 4,782,139 | | | — | | | 6,321,551 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,415,194 | | | 4,188,417 | | | 10,876,638 | | | (4,617,131 | ) | | 11,863,118 | |
Stockholder's equity | | | 1,426,443 | | | 1,462,859 | | | 1,797,106 | | | (3,202,997 | ) | | 1,483,411 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL | | $ | 2,841,637 | | $ | 5,651,276 | | $ | 12,673,744 | | $ | (7,820,128 | ) | $ | 13,346,529 | |
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F-51
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Cash Flows for the Year Ended December 31, 2012 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | |
Net cash (used in) from operating activities | | $ | (740,547 | ) | $ | (1,069,674 | ) | $ | 915,730 | | $ | 1,421,072 | | $ | 526,581 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | |
Cost of receivables acquired | | | — | | | (15,802,666 | ) | | (17,733,851 | ) | | 13,897,290 | | | (19,639,227 | ) |
Collections of receivables | | | — | | | 15,499,698 | | | 16,703,466 | | | (13,897,223 | ) | | 18,305,941 | |
Decrease in restricted cash | | | — | | | — | | | 43,589 | | | — | | | 43,589 | |
Purchase of equipment on operating leases, net | | | — | | | (118,412 | ) | | (91,186 | ) | | — | | | (209,598 | ) |
Other investing activities | | | — | | | (2,300 | ) | | (14 | ) | | — | | | (2,314 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash from (used in) investing activities | | | — | | | (423,680 | ) | | (1,077,996 | ) | | 67 | | | (1,501,609 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | |
Intercompany activity | | | (9,453 | ) | | 1,543,710 | | | (69,879 | ) | | (1,421,139 | ) | | 43,239 | |
Net increase (decrease) in indebtedness | | | 750,000 | | | (99,563 | ) | | 473,172 | | | — | | | 1,123,609 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash from financing activities | | | 740,547 | | | 1,444,147 | | | 403,293 | | | (1,421,139 | ) | | 1,166,848 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | (49,207 | ) | | 241,027 | | | — | | | 191,820 | |
CASH AND CASH EQUIVALENTS: | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | 306,208 | | | 287,885 | | | — | | | 594,093 | |
| | | | | | | | | | | |
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End of period | | $ | — | | $ | 257,001 | | $ | 528,912 | | $ | — | | $ | 785,913 | |
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F-52
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Comprehensive Income for the Year Ended December 31, 2011 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
REVENUES | | | | | | | | | | | | | | | | |
Interest income on retail notes and finance leases | | $ | — | | $ | 17,578 | | $ | 160,622 | | $ | — | | $ | 178,200 | |
Interest income on wholesale notes | | | — | | | (489 | ) | | 60,619 | | | — | | | 60,130 | |
Interest and other income from affiliates | | | — | | | 153,927 | | | 346,146 | | | (118,067 | ) | | 382,006 | |
Rental income on operating leases | | | — | | | 85,346 | | | 52,383 | | | — | | | 137,729 | |
Servicing fee income | | | — | | | 72,087 | | | 514 | | | (70,854 | ) | | 1,747 | |
Other income | | | — | | | 29,237 | | | 41,950 | | | — | | | 71,187 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total revenues | | | — | | | 357,686 | | | 662,234 | | | (188,921 | ) | | 830,999 | |
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EXPENSES | | | | | | | | | | | | | | | | |
Interest expense: | | | | | | | | | | | | | | | | |
Interest expense to third parties | | | 8,184 | | | (755 | ) | | 216,760 | | | — | | | 224,189 | |
Interest expense to affiliates | | | 190 | | | 131,869 | | | 30,653 | | | (118,067 | ) | | 44,645 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total interest expense | | | 8,374 | | | 131,114 | | | 247,413 | | | (118,067 | ) | | 268,834 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Administrative and operating expenses: | | | | | | | | | | | | | | | | |
Fees charged by affiliates | | | — | | | 50,055 | | | 83,744 | | | (70,854 | ) | | 62,945 | |
Provision for credit losses, net | | | — | | | 31,463 | | | 1,390 | | | — | | | 32,853 | |
Other than temporary impairment | | | — | | | 30 | | | 785 | | | — | | | 815 | |
Depreciation of equipment on operating leases | | | — | | | 66,279 | | | 44,035 | | | — | | | 110,314 | |
Other expenses | | | 1 | | | 29,213 | | | 6,437 | | | — | | | 35,651 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total administrative and operating expenses | | | 1 | | | 177,040 | | | 136,391 | | | (70,854 | ) | | 242,578 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 8,375 | | | 308,154 | | | 383,804 | | | (188,921 | ) | | 511,412 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method | | | (8,375 | ) | | 49,532 | | | 278,430 | | | — | | | 319,587 | |
Income tax (benefit) provision | | | (3,282 | ) | | 18,830 | | | 102,505 | | | — | | | 118,053 | |
Equity in income of consolidated subsidiaries accounted for under the equity method | | | 205,139 | | | 174,437 | | | — | | | (379,576 | ) | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME | | | 200,046 | | | 205,139 | | | 175,925 | | | (379,576 | ) | | 201,534 | |
Net income attributed to noncontrolling interest | | | — | | | — | | | (1,488 | ) | | — | | | (1,488 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 200,046 | | $ | 205,139 | | $ | 174,437 | | $ | (379,576 | ) | $ | 200,046 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
COMPREHENSIVE INCOME | | $ | 183,120 | | $ | 188,213 | | $ | 160,064 | | $ | (346,789 | ) | $ | 184,608 | |
Comprehensive income attributed to noncontrolling interest | | | — | | | — | | | (1,488 | ) | | — | | | (1,488 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC | | $ | 183,120 | | $ | 188,213 | | $ | 158,576 | | $ | (346,789 | ) | $ | 183,120 | |
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F-53
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 14: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)
| | | | | | | | | | | | | | | | |
| | Condensed Statements of Cash Flows for the Year Ended December 31, 2011 | |
---|
| | CNH Industrial Capital LLC | | Guarantor Entities | | All Other Subsidiaries | | Eliminations | | Consolidated | |
---|
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | |
Net cash (used in) from operating activities | | $ | (653,183 | ) | $ | 859,941 | | $ | 235,827 | | $ | 22,517 | | $ | 465,102 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | |
Cost of receivables acquired | | | — | | | (14,454,152 | ) | | (15,762,983 | ) | | 12,180,227 | | | (18,036,908 | ) |
Proceeds from sales and collections of receivables | | | — | | | 14,525,124 | | | 14,871,686 | | | (12,179,172 | ) | | 17,217,638 | |
Purchase of equipment on operating leases, net | | | — | | | (84,523 | ) | | (63,813 | ) | | — | | | (148,336 | ) |
Other investing activities | | | — | | | (933 | ) | | 1,986 | | | — | | | 1,053 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash (used in) from investing activities | | | — | | | (14,484 | ) | | (953,124 | ) | | 1,055 | | | (966,553 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | |
Intercompany activity | | | 3,183 | | | (683,368 | ) | | (38,753 | ) | | (23,572 | ) | | (742,510 | ) |
Net increase in indebtedness | | | 650,000 | | | 28,832 | | | 823,430 | | | — | | | 1,502,262 | |
Dividends to CNH Industrial America LLC | | | — | | | (85,000 | ) | | — | | | — | | | (85,000 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net cash from (used in) financing activities | | | 653,183 | | | (739,536 | ) | | 784,677 | | | (23,572 | ) | | 674,752 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | 105,921 | | | 67,380 | | | — | | | 173,301 | |
CASH AND CASH EQUIVALENTS: | | | | | | | | | | | | | | | | |
Beginning of period | | | — | | | 200,287 | | | 220,505 | | | — | | | 420,792 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
End of period | | $ | — | | $ | 306,208 | | $ | 287,885 | | $ | — | | $ | 594,093 | |
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F-54
Table of Contents
CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands)
NOTE 15: SUPPLEMENTAL QUARTERLY INFORMATION (UNAUDITED)
| | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2013 | |
---|
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | Fiscal Year | |
---|
Revenues | | $ | 205,665 | | $ | 212,332 | | $ | 218,187 | | $ | 221,937 | | $ | 858,121 | |
Interest expense | | | 59,475 | | | 62,932 | | | 64,997 | | | 69,918 | | | 257,322 | |
Administrative and operating expenses | | | 52,587 | | | 42,913 | | | 52,335 | | | 51,802 | | | 199,637 | |
Income tax provision | | | 29,743 | | | 37,475 | | | 35,527 | | | 32,077 | | | 134,822 | |
Net income attributable to noncontrolling interest | | | (418 | ) | | (357 | ) | | (373 | ) | | (312 | ) | | (1,460 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income attributable to CNH Industrial Capital LLC | | $ | 63,442 | | $ | 68,655 | | $ | 64,955 | | $ | 67,828 | | $ | 264,880 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2012 | |
---|
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | Fiscal Year | |
---|
Revenues | | $ | 203,263 | | $ | 206,565 | | $ | 211,059 | | $ | 213,117 | | $ | 834,004 | |
Interest expense | | | 65,316 | | | 63,574 | | | 61,514 | | | 63,669 | | | 254,073 | |
Administrative and operating expenses | | | 49,507 | | | 57,935 | | | 62,171 | | | 80,625 | | | 250,238 | |
Income tax provision | | | 30,877 | | | 30,484 | | | 30,423 | | | 24,328 | | | 116,112 | |
Net income attributable to noncontrolling interest | | | (364 | ) | | (388 | ) | | (474 | ) | | (419 | ) | | (1,645 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income attributable to CNH Industrial Capital LLC | | $ | 57,199 | | $ | 54,184 | | $ | 56,477 | | $ | 44,076 | | $ | 211,936 | |
| | | | | | | | | | | |
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| | | | | | | | | | | |
NOTE 16: SUBSEQUENT EVENTS
On February 20, 2014, the Company, through a bankruptcy-remote trust, issued $1,023,017 of amortizing asset-backed notes secured by U.S. retail loan contracts.
On March 13, 2014, the Company extended the $200,000 wholesale facility under the U.S. master trust to May 2014.
The Company has declared a dividend of $90,000 to be paid to CNH Industrial America on March 31, 2014.
F-55