CNH Industrial Capital 10-Q 2017 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
☐	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: 000-55510

CNH INDUSTRIAL CAPITAL LLC

(Exact name of registrant as specified in its charter)

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)	(262) 636-6011 (Registrant’s telephone number, including area code)	53406 (Zip code)

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. ☒ Yes  ☐ 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). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒    (Do not check if a smaller reporting company) Emerging growth company ☐	Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes  ☒ No

As of March 31, 2017, all of the limited liability company interests of the registrant were held by CNH Industrial America LLC, a wholly-owned subsidiary of CNH Industrial N.V.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited)	1
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited)	2
	Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (Unaudited)	5
	Consolidated Statements of Changes in Stockholder’s Equity for the Three Months Ended  March 31, 2017 and 2016 (Unaudited)	6
	Condensed Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 4.	Controls and Procedures	40
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	*
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41

*This item has been omitted pursuant to the reduced disclosure format as set forth in General Instruction (H)(2) of Form 10‑Q

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017		2016
REVENUES
Interest income on retail notes and finance leases	$	50,813	$	54,003
Interest income on wholesale notes		16,016		15,016
Interest and other income from affiliates		96,463		100,026
Rental income on operating leases		63,194		59,282
Other income		6,348		5,591
Total revenues		232,834		233,918
EXPENSES
Interest expense:
Interest expense to third parties		70,255		71,084
Interest expense to affiliates		4,473		887
Total interest expense		74,728		71,971
Administrative and operating expenses:
Fees charged by affiliates		11,699		11,717
Provision for credit losses		12,481		6,397
Depreciation of equipment on operating leases		68,169		57,284
Other expenses		9,327		2,984
Total administrative and operating expenses		101,676		78,382
Total expenses		176,404		150,353
INCOME BEFORE TAXES		56,430		83,565
Income tax provision		18,037		26,344
NET INCOME	$	38,393	$	57,221

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

1

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2017		2016
NET INCOME	$	38,393	$	57,221
Other comprehensive income (loss):
Foreign currency translation adjustment		4,494		42,249
Pension liability adjustment		107		100
Change in derivative financial instruments		(84)		33
Total other comprehensive income		4,517		42,382
COMPREHENSIVE INCOME	$	42,910	$	99,603

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

2

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2017 AND DECEMBER 31, 2016

(Dollars in thousands)

(Unaudited)

	March 31,		December 31,
	2017		2016
ASSETS
Cash and cash equivalents	$	131,629	$	164,247
Restricted cash		545,343		712,845
Receivables, less allowance for credit losses of $85,176 and $84,895, respectively		10,573,539		10,882,070
Affiliated accounts and notes receivable		29,992		83,843
Equipment on operating leases, net		1,839,819		1,858,443
Equipment held for sale		191,068		199,983
Goodwill		108,939		108,715
Other intangible assets, net		6,883		7,366
Other assets		30,934		25,747
TOTAL	$	13,458,146	$	14,043,259
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt (including current maturities of long-term debt)	$	3,613,384	$	4,262,629
Accounts payable and other accrued liabilities		742,750		806,743
Affiliated debt		473,751		132,851
Long-term debt		7,293,770		7,474,318
Total liabilities		12,123,655		12,676,541
Commitments and contingent liabilities (Note 10)
Stockholder’s equity:
Member’s capital		—		—
Paid-in capital		843,963		844,100
Accumulated other comprehensive loss		(139,619)		(144,136)
Retained earnings		630,147		666,754
Total stockholder’s equity		1,334,491		1,366,718
TOTAL	$	13,458,146	$	14,043,259

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

3

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2017 AND DECEMBER 31, 2016

(Dollars in thousands)

(Unaudited)

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.

	March 31,		December 31,
	2017		2016
Restricted cash	$	545,243	$	712,745
Receivables, less allowance for credit losses of $63,893 and $66,084, respectively		7,450,212		7,682,488
TOTAL	$	7,995,455	$	8,395,233
Short-term debt (including current maturities of long-term debt)	$	3,564,627	$	3,717,340
Long-term debt		3,880,729		4,149,524
TOTAL	$	7,445,356	$	7,866,864

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

4

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Dollars in thousands)

(Unaudited)

	2017		2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	38,393	$	57,221
Adjustments to reconcile net income to net cash from operating activities:
Depreciation on property and equipment and equipment on operating leases		68,177		57,293
Amortization of intangibles		511		476
Provision for credit losses		12,481		6,397
Deferred income tax expense (benefit)		(4,152)		61,378
Stock compensation expense (income)		(137)		137
Changes in components of working capital:
Change in affiliated accounts and notes receivables		53,873		25,940
Change in other assets and equipment held for sale		(6,227)		(22,815)
Change in accounts payable and other accrued liabilities		(59,513)		(36,654)
Net cash from (used in) operating activities		103,406		149,373
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of receivables acquired		(2,223,175)		(2,428,467)
Collections of receivables		2,535,707		2,714,921
Change in restricted cash		168,419		191,610
Purchase of equipment on operating leases		(160,783)		(149,260)
Proceeds from disposal of equipment on operating leases		123,261		66,653
Change in property and equipment and software, net		(29)		(22)
Net cash from (used in) investing activities		443,400		395,435
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of affiliated debt		499,214		91,694
Payment of affiliated debt		(160,999)		(105,127)
Proceeds from issuance of long-term debt		1,250,281		1,350,000
Payment of long-term debt		(2,092,920)		(1,161,283)
Change in short- term borrowings, net		—		(738,494)
Dividend paid to CNH Industrial America LLC		(75,000)		(75,000)
Net cash from (used in) financing activities		(579,424)		(638,210)
DECREASE IN CASH AND CASH EQUIVALENTS		(32,618)		(93,402)
CASH AND CASH EQUIVALENTS
Beginning of period		164,247		302,148
End of period	$	131,629	$	208,746
CASH PAID DURING THE PERIOD FOR INTEREST	$	69,244	$	66,499
CASH PAID (RECEIVED) DURING THE PERIOD FOR TAXES	$	12,907	$	(12,889)

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

5

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Dollars in thousands)

(Unaudited)

					Accumulated
					Other
	Member’s		Paid-in		Comprehensive		Retained
	Capital		Capital		Income (Loss)		Earnings		Total
BALANCE - January 1, 2016	$	—	$	843,728	$	(161,538)	$	769,242	$	1,451,432
Net income		—		—		—		57,221		57,221
Dividend paid to CNH Industrial America LLC		—		—		—		(75,000)		(75,000)
Foreign currency translation adjustment		—		—		42,249		—		42,249
Stock compensation		—		137		—		—		137
Pension liability adjustment, net of tax		—		—		100		—		100
Change in derivative financial instruments, net of tax		—		—		33		—		33
BALANCE - March 31, 2016	$	—	$	843,865	$	(119,156)	$	751,463	$	1,476,172
BALANCE - January 1, 2017	$	—	$	844,100	$	(144,136)	$	666,754	$	1,366,718
Net income		—		—		—		38,393		38,393
Dividend paid to CNH Industrial America LLC		—		—		—		(75,000)		(75,000)
Foreign currency translation adjustment		—		—		4,494		—		4,494
Stock compensation		—		(137)		—		—		(137)
Pension liability adjustment, net of tax		—		—		107		—		107
Change in derivative financial instruments, net of tax		—		—		(84)		—		(84)
BALANCE - March 31, 2017	$	—	$	843,963	$	(139,619)	$	630,147	$	1,334,491

See the accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

6

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

CNH Industrial Capital LLC and its primary operating subsidiaries, including New Holland Credit Company, LLC (“New Holland Credit”), CNH Industrial Capital America LLC (“CNH Industrial Capital America”), and CNH Industrial Capital Canada Ltd. (“CNH Industrial Capital Canada”) (collectively, “CNH Industrial Capital” or the “Company”), are each a 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 dealers and end-use customers primarily located in the United States and Canada.

CNHI is incorporated in and under the laws of The Netherlands. CNHI has its corporate seat in Amsterdam, The Netherlands, and its principal office in London, England. 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.

The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information, which should be read in conjunction with the audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2016. Certain financial information that is normally included in annual financial statements prepared in conformity with U.S. GAAP, which is not required for interim reporting purposes, has been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our interim unaudited financial statements have been reflected.

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.

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.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Adopted in 2017

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-05, Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (“ASU 2016-05”) and ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments (“ASU 2016-06”). ASU 2016-05 clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument does not, in and of itself,

7

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

require designation of that hedging relationship if all other hedge accounting criteria continue to be met. ASU 2016-06 clarifies the steps required to determine bifurcation of an embedded derivative. Both ASU 2016-05 and ASU 2016-06 have been adopted and neither had a material effect on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company elected to early adopt ASU 2017-04 on a prospective basis as of January 1, 2017, which did not have a material impact on its consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014-09”), which supersedes existing revenue recognition guidance under current U.S. GAAP. The new standard requires an entity to recognize revenue upon transfer of control of goods or services to a customer at an amount that reflects the consideration that the entity expects to receive. This new revenue recognition model defines a five-step process to achieve this objective. The new standard also requires additional disclosures to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts with customers. In August 2015, the FASB amended the effective date to be the first quarter of fiscal year 2018 with early adoption permitted in 2017. The FASB subsequently issued several amendments in 2016 clarifying various aspects of ASU 2014-09, including revenue transactions that involve a third party, goods or services that are immaterial in the context of the contract, licensing arrangements, certain transition practical expedients, disclosure of performance obligation and provisions for losses on construction-type and production-type contracts. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the consolidated statement of changes in equity. The Company plans to adopt the new standard effective January 1, 2018. The Company is currently evaluating which transition method to elect. The Company is still evaluating the overall effect the adoption of this standard will have, but its implementation efforts to date have not identified any matters that it currently believes would result in a material effect on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which amends ASC 825-10, Financial Instruments – Overall. This ASU changes the treatment for available-for-sale equity investments by recognizing unrealized fair value changes directly in net income, and no longer in other comprehensive income. The ASU is effective January 1, 2018, with the cumulative-effect adjustment from initially applying the new standard recognized in the consolidated statement of financial position as of January 1, 2018. The impact of the adjustments on the Company’s consolidated financial statements is expected to be immaterial.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which supersedes ASC 840, Leases. The ASU’s most prominent change is the requirement for lessees to recognize leased assets and liabilities classified as operating leases under previous GAAP. The ASU does not significantly change the lessee’s recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. ASU 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. It is effective for annual reporting periods beginning after December 15, 2018

8

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

including interim periods within those fiscal years, but early adoption is permitted. The ASU requires a modified retrospective transition approach and provides certain optional transition relief. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which establishes ASC 326, Financial Instruments – Credit Losses. The ASU introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Additional disclosures about significant estimates and credit quality are also required. The ASU is effective for annual periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This standard provides guidance clarification to reduce diversity in classification of certain cash flow payments and receipts in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 on a retrospective transition basis to each period presented, and may be early adopted. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which amends ASC 740, Income Taxes. The ASU requires that the income tax consequences of an intra-entity asset transfer other than inventory are recognized at the time of transfer. The ASU is effective for annual reporting periods, and interim periods within those annual reporting periods, beginning after December 15, 2017 and early adoption is permitted. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”) that changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME

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.

9

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the three months ended March 31, 2017:

	Currency				Unrealized
	Translation		Pension		Losses on
	Adjustment		Liability		Derivatives		Total
Beginning balance, gross	$	(139,585)	$	(5,768)	$	(1,213)	$	(146,566)
Tax asset		—		2,107		323		2,430
Beginning balance, net of tax		(139,585)		(3,661)		(890)		(144,136)
Other comprehensive income (loss) before reclassifications		4,494		(61)		(281)		4,152
Amounts reclassified from accumulated other comprehensive income (loss)		—		231		167		398
Tax effects		—		(63)		30		(33)
Net current-period other comprehensive income (loss)		4,494		107		(84)		4,517
Total	$	(135,091)	$	(3,554)	$	(974)	$	(139,619)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the three months ended March 31, 2016:

	Currency				Unrealized
	Translation		Pension		Losses on
	Adjustment		Liability		Derivatives		Total
Beginning balance, gross	$	(155,341)	$	(6,084)	$	(3,184)	$	(164,609)
Tax asset		—		2,226		845		3,071
Beginning balance, net of tax		(155,341)		(3,858)		(2,339)		(161,538)
Other comprehensive income (loss) before reclassifications		42,249		(85)		(119)		42,045
Amounts reclassified from accumulated other comprehensive income (loss)		—		252		164		416
Tax effects		—		(67)		(12)		(79)
Net current-period other comprehensive income (loss)		42,249		100		33		42,382
Total	$	(113,092)	$	(3,758)	$	(2,306)	$	(119,156)

10

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The reclassifications out of AOCI and the location on the consolidated statements of income for the three months ended March 31, 2017 and 2016 are as follows:

	2017		2016		Affected Line Item
Amortization of defined benefit pension items:
	$	(231)	$	(252)	Insignificant items
		(231)		(252)	Income before taxes
		86		101	Income tax benefit
	$	(145)	$	(151)	Net of tax
Unrealized losses on derivatives:
	$	(167)	$	(164)	Interest expense to third parties
		(167)		(164)	Income before taxes
		45		44	Income tax benefit
	$	(122)	$	(120)	Net of tax

NOTE 4: RECEIVABLES

A summary of receivables included in the consolidated balance sheets as of March 31, 2017 and December 31, 2016 is as follows:

	March 31,		December 31,
	2017		2016
Retail note receivables	$	816,035	$	854,777
Wholesale receivables		587,022		677,371
Finance lease receivables		42,824		42,291
Restricted receivables		9,212,834		9,392,526
Gross receivables		10,658,715		10,966,965
Less: Allowance for credit losses		(85,176)		(84,895)
Total receivables, net	$	10,573,539	$	10,882,070

Restricted Receivables and Securitization

As part of its overall funding strategy, the Company periodically transfers certain receivables into VIEs that are special purpose entities (“SPEs”) as part of its asset-backed securitization (“ABS”) 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 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.

11

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The secured borrowings related to the restricted receivables are obligations that are payable as the receivables are collected. The following table summarizes the restricted receivables as of March 31, 2017 and December 31, 2016:

	March 31,		December 31,
	2017		2016
Retail note receivables	$	6,263,016	$	6,500,949
Wholesale receivables		2,949,818		2,891,577
Total restricted receivables	$	9,212,834	$	9,392,526

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, the Company 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.

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. 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.

Allowance for Credit Losses

The allowance for credit losses is the Company’s estimate of 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 the principal and interest payments as per the terms of the contract. 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 fair value of the collateral for collateral-dependent receivables or on the present value of expected future cash flows discounted at the receivables’ effective interest rate.

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 and wholesale 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 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 estimated that amounts due are deemed uncollectible.

The Company’s allowance for credit losses is segregated into two portfolio segments: retail and wholesale. A portfolio segment is the level at which the Company develops a systematic methodology for determining its

12

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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.

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.

Allowance for credit losses activity for the three months ended March 31, 2017 is as follows:

	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance	$	78,047	$	6,848	$	84,895
Charge-offs		(12,091)		(788)		(12,879)
Recoveries		1,034		7		1,041
Provision (benefit)		13,235		(754)		12,481
Foreign currency translation and other		(366)		4		(362)
Ending balance	$	79,859	$	5,317	$	85,176
Ending balance: individually evaluated for impairment	$	20,618	$	2,700	$	23,318
Ending balance: collectively evaluated for impairment	$	59,241	$	2,617	$	61,858
Receivables:
Ending balance	$	7,121,875	$	3,536,840	$	10,658,715
Ending balance: individually evaluated for impairment	$	30,834	$	24,144	$	54,978
Ending balance: collectively evaluated for impairment	$	7,091,041	$	3,512,696	$	10,603,737

Allowance for credit losses activity for the three months ended March 31, 2016 is as follows:

	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance	$	88,405	$	6,319	$	94,724
Charge-offs		(9,384)		(1)		(9,385)
Recoveries		950		4		954
Provision		6,217		180		6,397
Foreign currency translation and other		479		67		546
Ending balance	$	86,667	$	6,569	$	93,236
Ending balance: individually evaluated for impairment	$	18,806	$	3,390	$	22,196
Ending balance: collectively evaluated for impairment	$	67,861	$	3,179	$	71,040
Receivables:
Ending balance	$	7,845,361	$	3,722,374	$	11,567,735
Ending balance: individually evaluated for impairment	$	81,228	$	66,248	$	147,476
Ending balance: collectively evaluated for impairment	$	7,764,133	$	3,656,126	$	11,420,259

13

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Allowance for credit losses activity for the year ended December 31, 2016 is as follows:

	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance	$	88,405	$	6,319	$	94,724
Charge-offs		(42,949)		(1)		(42,950)
Recoveries		3,228		522		3,750
Provision (benefit)		30,915		(69)		30,846
Foreign currency translation and other		(1,552)		77		(1,475)
Ending balance	$	78,047	$	6,848	$	84,895
Ending balance: individually evaluated for impairment	$	18,113	$	4,250	$	22,363
Ending balance: collectively evaluated for impairment	$	59,934	$	2,598	$	62,532
Receivables:
Ending balance	$	7,398,017	$	3,568,948	$	10,966,965
Ending balance: individually evaluated for impairment	$	31,383	$	43,659	$	75,042
Ending balance: collectively evaluated for impairment	$	7,366,634	$	3,525,289	$	10,891,923

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. 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 March 31, 2017 and December 31, 2016 is as follows:

	March 31,		December 31,
	2017		2016
Titanium	$	3,964,119	$	4,117,736
Platinum		1,976,356		2,045,684
Gold		998,123		1,042,918
Silver		149,830		157,170
Bronze		33,447		34,509
Total	$	7,121,875	$	7,398,017

14

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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 grades as of March 31, 2017 and December 31, 2016 is as follows:

	March 31,		December 31,
	2017		2016
A	$	1,226,714	$	1,330,159
B		1,675,934		1,603,893
C		313,031		322,652
D		321,161		312,244
Total	$	3,536,840	$	3,568,948

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 March 31, 2017 and December 31, 2016 is as follows:

	March 31, 2017
													Recorded
													Investment
					Greater								> 90 Days
	31 – 60 Days		61 – 90 Days		Than		Total				Total		and
	Past Due		Past Due		90 Days		Past Due		Current		Receivables		Accruing
Retail
United States	$	26,799	$	14,680	$	39,971	$	81,450	$	5,877,387	$	5,958,837	$	10,136
Canada	$	3,142	$	896	$	2,513	$	6,551	$	1,156,487	$	1,163,038	$	1,099
Wholesale
United States	$	479	$	513	$	1,185	$	2,177	$	2,794,598	$	2,796,775	$	262
Canada	$	17	$	—	$	10	$	27	$	740,038	$	740,065	$	—
Total
Retail	$	29,941	$	15,576	$	42,484	$	88,001	$	7,033,874	$	7,121,875	$	11,235
Wholesale	$	496	$	513	$	1,195	$	2,204	$	3,534,636	$	3,536,840	$	262

15

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	December 31, 2016
													Recorded
													Investment
					Greater								> 90 Days
	31 – 60 Days		61 – 90 Days		Than		Total				Total		and
	Past Due		Past Due		90 Days		Past Due		Current		Receivables		Accruing
Retail
United States	$	25,416	$	6,743	$	40,500	$	72,659	$	6,146,129	$	6,218,788	$	7,377
Canada	$	2,828	$	765	$	1,038	$	4,631	$	1,174,598	$	1,179,229	$	736
Wholesale
United States	$	823	$	88	$	444	$	1,355	$	2,862,222	$	2,863,577	$	—
Canada	$	—	$	1	$	4	$	5	$	705,366	$	705,371	$	—
Total
Retail	$	28,244	$	7,508	$	41,538	$	77,290	$	7,320,727	$	7,398,017	$	8,113
Wholesale	$	823	$	89	$	448	$	1,360	$	3,567,588	$	3,568,948	$	—

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 March 31, 2017 and December 31, 2016, the Company’s recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:

	March 31, 2017						December 31, 2016
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Retail
United States	$	30,051	$	28,892	$	20,320	$	31,360	$	30,031	$	18,102
Canada	$	783	$	765	$	298	$	23	$	23	$	11
Wholesale
United States	$	24,144	$	23,846	$	2,700	$	43,659	$	43,369	$	4,250
Canada	$	—	$	—	$	—	$	—	$	—	$	—
Total
Retail	$	30,834	$	29,657	$	20,618	$	31,383	$	30,054	$	18,113
Wholesale	$	24,144	$	23,846	$	2,700	$	43,659	$	43,369	$	4,250

As of March 31, 2017 and December 31, 2016, the Company’s impaired receivables individually evaluated for impairment without an allowance were immaterial.

16

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

For the three months ended March 31, 2017 and 2016, the Company’s average recorded investment in impaired receivables individually evaluated for impairment (based on a four-month average) and the related interest income recognized are as follows:

	2017				2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Retail
United States	$	30,444	$	290	$	42,100	$	—
Canada	$	786	$	10	$	117	$	1
Wholesale
United States	$	25,757	$	91	$	62,157	$	441
Canada	$	—	$	—	$	8,098	$	36
Total
Retail	$	31,230	$	300	$	42,217	$	1
Wholesale	$	25,757	$	91	$	70,255	$	477

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 March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017						December 31, 2016
	Retail		Wholesale		Total		Retail		Wholesale		Total
United States	$	41,458	$	23,846	$	65,304	$	49,998	$	43,369	$	93,367
Canada	$	2,027	$	—	$	2,027	$	325	$	—	$	325

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 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.

As of March 31, 2017, the Company had 247 retail and finance lease contracts classified as TDRs where a court has determined the concession. The pre-modification value of these contracts was $5,200 and the post-modification value was $4,542. Additionally, the Company had 433 accounts with a balance of $20,781 undergoing bankruptcy proceedings where a concession has not yet been determined. As of March 31, 2016, the Company had 276 retail and finance lease contracts classified as TDRs where a court has determined the concession. The pre-modification value of these contracts was $5,176 and the post-modification value was $4,346. Additionally, the Company had 404 accounts with a balance of $25,989 undergoing bankruptcy proceedings where a concession has not yet been

17

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

determined. 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 contracts that were modified in a TDR during the previous 12 months ended March 31, 2017 and 2016.

As of March 31, 2017 and 2016, the Company’s wholesale TDRs were immaterial.

NOTE 5: CREDIT FACILITIES AND DEBT

On February 1, 2017, the Company repaid $500,000 of its 3.250% unsecured notes.

On February 22, 2017, the Company, through a bankruptcy-remote trust, issued C$408,264 ($310,195) of amortizing asset-backed notes secured by Canadian retail loan contracts.

On March 22, 2017, the Company, through a bankruptcy-remote trust, issued $869,860 of amortizing asset-backed notes secured by U.S. retail loan contracts.

On March 31, 2017, the Company entered into a $100,000, three-year, unsecured revolving credit facility. This loan was repaid on April 28, 2017.

NOTE 6: INCOME TAXES

The effective tax rates for the three months ended March 31, 2017 and 2016 were 32.0% and 31.5%, respectively. The Company’s provision for income taxes is based on an estimated tax rate for the year applied to the year-to-date federal, state and foreign income. The 2017 estimated annual tax rate is expected to be lower than the U.S. federal corporate income tax rate of 35% primarily due to profits in tax jurisdictions with lower rates, including Canada.

NOTE 7: 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.

18

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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.

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 three months ended March 31, 2017 and 2016. These amounts are recorded in “Other expenses” in the consolidated statements of income. As of March 31, 2017, 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 62 months. As of March 31, 2017, the after-tax losses deferred in accumulated other comprehensive income (loss) that will be recognized in interest expense over the next 12 months are approximately $512.

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 three months ended March 31, 2017 and 2016.

19

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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 $3,216,068 and $2,954,424 at March 31, 2017 and December 31, 2016, respectively. The four-month average notional amounts as of March 31, 2017 and 2016 were $3,048,008 and $3,196,550, 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 March 31, 2017 and December 31, 2016 in the consolidated balance sheets are recorded as follows:

	March 31,		December 31,
	2017		2016
Derivatives Designated as Hedging Instruments
Other assets:
Interest rate derivatives	$	2,171	$	1,631
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	3,414	$	5,646
Derivatives Not Designated as Hedging Instruments
Other assets:
Interest rate derivatives	$	3,585	$	3,977
Foreign exchange contracts		—		58
Total	$	3,585	$	4,035
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	3,585	$	3,977
Foreign exchange contracts		—		1,183
Total	$	3,585	$	5,160

20

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Pre-tax gains (losses) on the consolidated statements of income and comprehensive income related to the Company’s derivatives for the three months ended March 31, 2017 and 2016 are recorded in the following accounts:

	2017		2016
Cash Flow Hedges
Recognized in accumulated other comprehensive income (loss) (effective portion):
Interest rate derivatives	$	(281)	$	(119)
Reclassified from accumulated other comprehensive income (loss) (effective portion):
Interest rate derivatives—Interest expense to third parties		(167)		(164)
Not Designated as Hedges
Foreign exchange contracts—Other expenses	$	354	$	156

Items Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, all of which are classified as Level 2:

	March 31,		December 31,
	2017		2016
Assets
Interest rate derivatives	$	5,756	$	5,608
Foreign exchange contracts		—		58
Total assets	$	5,756	$	5,666
Liabilities
Interest rate derivatives	$	6,999	$	9,623
Foreign exchange contracts		—		1,183
Total liabilities	$	6,999	$	10,806

There were no transfers between Level 1, Level 2 and Level 3 hierarchy levels during the periods presented.

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 and short-term affiliated 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.

21

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Financial Instruments Not Carried at Fair Value

The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017				December 31, 2016
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value *		Amount		Fair Value *
Receivables	$	10,573,539	$	10,512,644	$	10,882,070	$	10,885,595
Long-term debt	$	7,293,770	$	7,219,549	$	7,474,318	$	7,364,581

*Under the fair value hierarchy, receivables measurements are classified as Level 3 and long‑term debt measurements are classified as Level 2.

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 long-term debt were based on current market quotes for identical or similar borrowings and credit risk.

NOTE 8: 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.

22

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

A summary of the Company’s reportable segment information is as follows:

	Three Months Ended
	March 31,
	2017		2016
Revenues
United States	$	189,988	$	195,273
Canada		43,888		39,647
Eliminations		(1,042)		(1,002)
Total	$	232,834	$	233,918
Interest expense
United States	$	64,434	$	64,104
Canada		11,336		8,869
Eliminations		(1,042)		(1,002)
Total	$	74,728	$	71,971
Segment net income
United States	$	24,230	$	40,893
Canada		14,163		16,328
Total	$	38,393	$	57,221
Depreciation and amortization
United States	$	57,716	$	48,564
Canada		10,972		9,205
Total	$	68,688	$	57,769
Expenditures for equipment on operating leases
United States	$	136,005	$	123,427
Canada		24,778		25,833
Total	$	160,783	$	149,260
Provision for credit losses
United States	$	11,925	$	7,983
Canada		556		(1,586)
Total	$	12,481	$	6,397

23

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	As of		As of
	March 31,		December 31,
	2017		2016
Segment assets
United States	$	11,095,951	$	12,016,606
Canada		2,418,594		2,400,814
Eliminations		(56,399)		(374,161)
Total	$	13,458,146	$	14,043,259
Managed receivables
United States	$	8,755,612	$	9,082,365
Canada		1,903,103		1,884,600
Total	$	10,658,715	$	10,966,965

NOTE 9: RELATED-PARTY TRANSACTIONS

The Company receives compensation from CNH Industrial North America for retail, wholesale and operating lease sales programs offered by CNH Industrial North America on which finance charges are waived or below market rate financing programs are offered. The Company receives compensation from CNH Industrial North America based on the Company’s estimated costs and a targeted return on equity. The Company is also compensated for lending funds to CNH Industrial North America.

The summary of sources included in “Interest and other income from affiliates” in the accompanying consolidated statements of income for the three months ended March 31, 2017 and 2016 is as follows:

	2017		2016
Subsidy from CNH Industrial North America:
Retail	$	38,874	$	44,009
Wholesale		40,286		38,475
Operating lease		17,261		17,165
Income from affiliated receivables:
CNH Industrial North America		42		377
Total interest and other income from affiliates	$	96,463	$	100,026

Fees charged by affiliates represent payroll and other human resource services CNH Industrial America performs on behalf of the Company.

24

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

As of March 31, 2017 and December 31, 2016, the Company had various accounts and notes receivable and debt with the following affiliates:

	March 31,		December 31,
	2017		2016
Affiliated receivables from:
CNH Industrial America	$	15,125	$	49,526
CNH Industrial Canada Ltd.		2,567		21,398
Other affiliates		12,300		12,919
Total affiliated receivables	$	29,992	$	83,843
Affiliated debt owed to:
CNH Industrial America	$	164,332	$	132,851
CNH Industrial Canada Ltd.		309,419		—
Total affiliated debt	$	473,751	$	132,851

Accounts payable and other accrued liabilities, including tax payables, of $44,732 and $3,792, respectively, as of March 31, 2017 and December 31, 2016, were payable to related parties. Interest expense to affiliates was $4,473 and $887, respectively, for the three months ended March 31, 2017 and 2016.

NOTE 10: 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.

Commitments

The Company has various agreements to extend credit for the wholesale and dealer financing managed portfolio. At March 31, 2017, the total credit limit available was $6,348,347, of which $3,498,926 was utilized.

NOTE 11: 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 March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016. The condensed consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.

25

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Statements of Comprehensive Income for the
	Three Months Ended March 31, 2017
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	3,700	$	47,113	$	—	$	50,813
Interest income on wholesale notes		—		(296)		16,312		—		16,016
Interest and other income from affiliates		22,667		59,754		78,595		(64,553)		96,463
Rental income on operating leases		—		50,224		12,970		—		63,194
Other income		—		25,272		282		(19,206)		6,348
Total revenues		22,667		138,654		155,272		(83,759)		232,834
EXPENSES
Interest expense:
Interest expense to third parties		39,728		(2,532)		33,059		—		70,255
Interest expense to affiliates		—		57,690		11,336		(64,553)		4,473
Total interest expense		39,728		55,158		44,395		(64,553)		74,728
Administrative and operating expenses:
Fees charged by affiliates		—		11,172		19,733		(19,206)		11,699
Provision for credit losses		—		4,777		7,704		—		12,481
Depreciation of equipment on operating leases		—		57,200		10,969		—		68,169
Other expenses		—		7,876		1,451		—		9,327
Total administrative and operating expenses		—		81,025		39,857		(19,206)		101,676
Total expenses		39,728		136,183		84,252		(83,759)		176,404
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(17,061)		2,471		71,020		—		56,430
Income tax provision (benefit)		(6,367)		980		23,424		—		18,037
Equity in income of consolidated subsidiaries accounted for under the equity method		49,087		47,596		—		(96,683)		—
NET INCOME	$	38,393	$	49,087	$	47,596	$	(96,683)	$	38,393
COMPREHENSIVE INCOME	$	42,910	$	53,604	$	51,292	$	(104,896)	$	42,910

26

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Balance Sheets as of March 31, 2017
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	—	$	90,350	$	41,279	$	—	$	131,629
Restricted cash		—		100		545,243		—		545,343
Receivables, less allowance for credit losses		—		1,367,725		9,205,814		—		10,573,539
Affiliated accounts and notes receivable		2,660,558		1,992,025		1,895,909		(6,518,500)		29,992
Equipment on operating leases, net		—		1,500,645		339,174		—		1,839,819
Equipment held for sale		—		176,007		15,061		—		191,068
Investments in consolidated subsidiaries accounted for under the equity method		2,340,045		2,383,960		—		(4,724,005)		—
Goodwill and intangible assets, net		—		88,455		27,367		—		115,822
Other assets		6,368		(12,667)		41,448		(4,215)		30,934
TOTAL	$	5,006,971	$	7,586,600	$	12,111,295	$	(11,246,720)	$	13,458,146
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	—	$	48,757	$	3,564,627	$	—	$	3,613,384
Accounts payable and other accrued liabilities		300,524		2,669,174		1,164,042		(3,390,990)		742,750
Affiliated debt		—		2,487,538		1,117,938		(3,131,725)		473,751
Long-term debt		3,371,956		41,086		3,880,728		—		7,293,770
Total liabilities		3,672,480		5,246,555		9,727,335		(6,522,715)		12,123,655
Stockholder’s equity		1,334,491		2,340,045		2,383,960		(4,724,005)		1,334,491
TOTAL	$	5,006,971	$	7,586,600	$	12,111,295	$	(11,246,720)	$	13,458,146

27

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Statements of Cash Flows for the
	Three Months Ended March 31, 2017
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	469,853	$	342,335	$	80,050	$	(788,832)	$	103,406
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—		(1,740,787)		(2,008,978)		1,526,590		(2,223,175)
Collections of receivables		—		1,821,669		2,240,709		(1,526,671)		2,535,707
Change in restricted cash		—		—		168,419		—		168,419
Purchase of equipment on operating leases, net		—		(22,020)		(15,502)		—		(37,522)
Change in property and equipment and software, net		—		(29)		—		—		(29)
Net cash from (used in) investing activities		—		58,833		384,648		(81)		443,400
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—		(448,940)		(1,758)		788,913		338,215
Net change in indebtedness		(394,853)		(13,431)		(434,355)		—		(842,639)
Dividends paid to CNH Industrial America LLC		(75,000)		—		—		—		(75,000)
Net cash from (used in) financing activities		(469,853)		(462,371)		(436,113)		788,913		(579,424)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—		(61,203)		28,585		—		(32,618)
CASH AND CASH EQUIVALENTS:
Beginning of period		—		151,553		12,694		—		164,247
End of period	$	—	$	90,350	$	41,279	$	—	$	131,629

28

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Statements of Comprehensive Income for the
	Three Months Ended March 31, 2016
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	3,544	$	50,459	$	—	$	54,003
Interest income on wholesale notes		—		(6)		15,022		—		15,016
Interest and other income from affiliates		20,641		56,228		82,369		(59,212)		100,026
Rental income on operating leases		—		48,817		10,465		—		59,282
Other income		—		26,134		616		(21,159)		5,591
Total revenues		20,641		134,717		158,931		(80,371)		233,918
EXPENSES
Interest expense:
Interest expense to third parties		40,461		(2,495)		33,118		—		71,084
Interest expense to affiliates		—		52,647		7,452		(59,212)		887
Total interest expense		40,461		50,152		40,570		(59,212)		71,971
Administrative and operating expenses:
Fees charged by affiliates		—		11,264		21,612		(21,159)		11,717
Provision (benefit) for credit losses		—		(149)		6,546		—		6,397
Depreciation of equipment on operating leases		—		48,082		9,202		—		57,284
Other expenses		—		797		2,187		—		2,984
Total administrative and operating expenses		—		59,994		39,547		(21,159)		78,382
Total expenses		40,461		110,146		80,117		(80,371)		150,353
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(19,820)		24,571		78,814		—		83,565
Income tax provision (benefit)		(7,645)		7,606		26,383		—		26,344
Equity in income of consolidated subsidiaries accounted for under the equity method		69,396		52,431		—		(121,827)		—
NET INCOME	$	57,221	$	69,396	$	52,431	$	(121,827)	$	57,221
COMPREHENSIVE INCOME	$	99,603	$	111,778	$	88,946	$	(200,724)	$	99,603

29

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Balance Sheets as of December 31, 2016
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	—	$	151,553	$	12,694	$	—	$	164,247
Restricted cash		—		100		712,745		—		712,845
Receivables, less allowance for credit losses		—		1,453,303		9,428,767		—		10,882,070
Affiliated accounts and notes receivable		3,138,443		2,293,055		1,878,093		(7,225,748)		83,843
Equipment on operating leases, net		—		1,526,746		331,697		—		1,858,443
Equipment held for sale		—		182,636		17,347		—		199,983
Investments in consolidated subsidiaries accounted for under the equity method		2,286,578		2,332,668		—		(4,619,246)		—
Goodwill and intangible assets, net		—		88,938		27,143		—		116,081
Other assets		3,870		(14,344)		40,517		(4,296)		25,747
TOTAL	$	5,428,891	$	8,014,655	$	12,449,003	$	(11,849,290)	$	14,043,259
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	500,000	$	45,289	$	3,717,340	$	—	$	4,262,629
Accounts payable and other accrued liabilities		295,365		2,688,323		1,132,462		(3,309,407)		806,743
Affiliated debt		—		2,936,479		1,117,009		(3,920,637)		132,851
Long-term debt		3,266,808		57,986		4,149,524		—		7,474,318
Total liabilities		4,062,173		5,728,077		10,116,335		(7,230,044)		12,676,541
Stockholder’s equity		1,366,718		2,286,578		2,332,668		(4,619,246)		1,366,718
TOTAL	$	5,428,891	$	8,014,655	$	12,449,003	$	(11,849,290)	$	14,043,259

30

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

	Condensed Statements of Cash Flows for the
	Three Months Ended March 31, 2016
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	(422,424)	$	(534,802)	$	696,383	$	410,216	$	149,373
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—		(1,963,367)		(2,003,104)		1,538,004		(2,428,467)
Collections of receivables		—		2,170,133		2,082,880		(1,538,092)		2,714,921
Change in restricted cash		—		—		191,610		—		191,610
Purchase of equipment on operating leases, net		—		(69,114)		(13,493)		—		(82,607)
Change in property and equipment and software, net		—		(20)		(2)		—		(22)
Net cash from (used in) investing activities		—		137,632		257,891		(88)		395,435
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—		408,348		(11,653)		(410,128)		(13,433)
Net change in indebtedness		497,424		(5,758)		(1,041,443)		—		(549,777)
Dividends paid to CNH Industrial America LLC		(75,000)		—		—		—		(75,000)
Net cash from (used in) financing activities		422,424		402,590		(1,053,096)		(410,128)		(638,210)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—		5,420		(98,822)		—		(93,402)
CASH AND CASH EQUIVALENTS:
Beginning of period		—		181,740		120,408		—		302,148
End of period	$	—	$	187,160	$	21,586	$	—	$	208,746

NOTE 12: SUBSEQUENT EVENTS

On April 10, 2017, the Company completed an offering of $500,000 in aggregate principal amount of its 4.375% unsecured notes due 2022, priced at par.

In April 2017, the Company renewed its $400,000 U.S. wholesale committed asset-backed facility with an automatic renewal every three months, repaid $100,000 under that facility and decreased the facility limit to $300,000.

31

Item 2.  Management’s 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 is leased to retail customers under operating lease agreements.

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 three months ended March 31, 2017, CNH Industrial’s net sales of agricultural equipment and net sales of construction equipment generated in NAFTA were $767 million and $280 million, respectively, representing decreases of 0.4% and 1% from the same period in 2016.

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.

Net income was $38.4 million for the three months ended March 31, 2017, compared to $57.2 million for the three months ended March 31, 2016. The decrease in net income was primarily due to increased depreciation of equipment on operating lease from updated depreciation estimates and higher provisions for credit losses in the agricultural equipment sector. The receivables balance greater than 30 days past due as a percentage of managed receivables was 0.8% at March 31, 2017 and 0.7% at December 31, 2016 and March 31, 2016.

Macroeconomic issues for us include the uncertainty of governmental actions in respect to monetary, fiscal and legislative policies, the global economic recovery, changes in demand and pricing for used equipment, capital market disruptions, trade agreements 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

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

Revenues

Revenues for the three months ended March 31, 2017 and 2016 were as follows (dollars in thousands):

	2017		2016		$ Change		% Change
Interest income on retail notes and finance leases	$	50,813	$	54,003	$	(3,190)	(5.9)	%
Interest income on wholesale notes		16,016		15,016		1,000	6.7
Interest and other income from affiliates		96,463		100,026		(3,563)	(3.6)
Rental income on operating leases		63,194		59,282		3,912	6.6
Other income		6,348		5,591		757	13.5
Total revenues	$	232,834	$	233,918	$	(1,084)	(0.5)	%

Revenues totaled $232.8 million for the three months ended March 31, 2017 compared to $233.9 million for the three months ended March 31, 2016. The quarter-over-quarter decrease was driven by a lower average portfolio, partially offset by a higher average yield and a favorable product mix. The average yield for the managed portfolio was 7.2% and 6.8% for the three months ended March 31, 2017 and 2016, respectively.

Interest income on retail notes and finance leases for the three months ended March 31, 2017 was $50.8 million, representing a decrease of $3.2 million from the three months ended March 31, 2016. The decrease was primarily

32

due to a $4.5 million unfavorable impact from lower average earning assets, partially offset by a $1.3 million favorable impact from higher interest rates.

Interest income on wholesale notes for the three months ended March 31, 2017 was $16.0 million, representing an increase of $1.0 million from the three months ended March 31, 2016. The increase was primarily due to a $2.5 million favorable impact from higher interest rates, partially offset by a $1.5 million unfavorable impact from lower average earning assets.

Interest and other income from affiliates for the three months ended March 31, 2017 was $96.5 million compared to $100.0 million for the three months ended March 31, 2016. Compensation from CNH Industrial North America for retail low‑rate financing programs and interest waiver programs offered to customers was $38.9 million and $44.0 million for the three months ended March 31, 2017 and 2016, respectively. The decrease was primarily due to lower average retail receivables. For the three months ended March 31, 2017, compensation from CNH Industrial North America for wholesale marketing programs was $40.3 million, an increase of $1.8 million from the same period in 2016. The increase was primarily due to the mix of programs and products. For select operating leases, compensation from CNH Industrial North America for the difference between market rental rates and the amounts paid by customers was $17.3 million and $17.2 million for the three months ended March 31, 2017 and 2016, respectively.

Rental income on operating leases for the three months ended March 31, 2017 was $63.2 million, representing an increase of $3.9 million from the same period in 2016. The increase was primarily due to a $2.3 million favorable impact from higher interest rates and a $1.6 million favorable impact from higher average earning assets.

Other income for the three months ended March 31, 2017 was $6.3 million, representing an increase of $0.8 million from the three months ended March 31, 2016.

Expenses

Expenses for the three months ended March 31, 2017 and 2016 were as follows (dollars in thousands):

	2017		2016		$ Change		% Change
Total interest expense	$	74,728	$	71,971	$	2,757	3.8	%
Fees charged by affiliates		11,699		11,717		(18)	(0.2)
Provision for credit losses		12,481		6,397		6,084	95.1
Depreciation of equipment on operating leases		68,169		57,284		10,885	19.0
Other expenses		9,327		2,984		6,343	212.6
Total expenses	$	176,404	$	150,353	$	26,051	17.3	%

Interest expense totaled $74.7 million for the three months ended March 31, 2017 compared to $72.0 million for the same period in 2016. The increase was due to an $8.3 million favorable impact from lower average total debt, partially offset by a $5.6 million unfavorable impact from higher average interest rates. The average debt cost was 2.6% for the three months ended March 31, 2017 compared to 2.3% for the three months ended March 31, 2016.

The provision for credit losses was $12.5 million for the three months ended March 31, 2017 compared to $6.4 million for the same period in 2016. The increase in 2017 was primarily due to higher retail losses.

Depreciation of equipment on operating leases increased by $10.9 million for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, primarily due to updated depreciation estimates.

Other expenses increased by $6.3 million for the three months ended March 31 2017 compared to the three months ended March 31, 2016, primarily due to losses on equipment held for sale recorded in the current period compared to gains recorded for the same period in 2016.

The effective tax rate for the three months ended March 31, 2017 was 32.0%, compared to 31.5% for the three months ended March 31, 2016.

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Receivables and Equipment on Operating Leases Originated and Held

Receivables and equipment on operating lease originations for the three months ended March 31, 2017 and 2016 were as follows (dollars in thousands):

	2017		2016		$ Change		% Change
Retail receivables	$	607,346	$	642,430	$	(35,084)	(5.5)	%
Wholesale receivables		1,615,829		1,786,037		(170,208)	(9.5)
Equipment on operating leases		160,783		149,260		11,523	7.7
Total originations	$	2,383,958	$	2,577,727	$	(193,769)	(7.5)	%

Retail and wholesale originations decreased in the three months ended March 31, 2017 compared to the same period in 2016, primarily due to a decrease in unit sales of CNH Industrial North America equipment. For the same periods, the increase in equipment on operating lease originations was primarily due to an increased customer preference for leasing products.

Total receivables and equipment on operating leases held as of March 31, 2017, December 31, 2016 and March 31, 2016 were as follows (dollars in thousands):

	March 31,		December 31,		March 31,
	2017		2016		2016
Retail receivables	$	7,121,875	$	7,398,017	$	7,845,361
Wholesale receivables		3,536,840		3,568,948		3,722,374
Equipment on operating leases		1,839,819		1,858,443		1,825,104
Total receivables and equipment on operating leases	$	12,498,534	$	12,825,408	$	13,392,839

The total retail receivables balance 30 days or more past due as a percentage of the retail receivables was 1.2% at March 31, 2017 and 1.0% at December 31, 2016 and March 31, 2016. The total wholesale receivables balance 30 days or more past due as a percentage of the wholesale receivables was not significant at March 31, 2017, December 31, 2016 or March 31, 2016. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $43.5 million, $50.3 million and $52.4 million at March 31, 2017, December 31, 2016 and March 31, 2016, respectively. Total wholesale receivables on nonaccrual status were $23.8 million, $43.4 million and $65.9 million at March 31, 2017, December 31, 2016 and March 31, 2016, respectively.

Total receivable write‑off amounts and recoveries, by product, for the three months ended March 31, 2017 and 2016 were as follows (dollars in thousands):

	2017		2016
Write-offs:
Retail	$	12,091	$	9,384
Wholesale		788		1
Total write-offs		12,879		9,385
Recoveries:
Retail		(1,034)		(950)
Wholesale		(7)		(4)
Total recoveries		(1,041)		(954)
Write-offs, net of recoveries:
Retail		11,057		8,434
Wholesale		781		(3)
Total write-offs, net of recoveries	$	11,838	$	8,431

Our allowance for credit losses on all receivables financed totaled $85.2 million at March 31, 2017, $84.9 million at December 31, 2016 and $93.2 million at March 31, 2016.

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The allowance is subject to a quarterly evaluation based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions (in particular, those conditions directly affecting the profitability and financial strength of our customers), collateral value and credit risk quality. No single factor determines the adequacy of the allowance. Different assumptions or changes in economic conditions would result in changes to the allowance for credit losses and the provision for credit losses. These qualitative factors are subjective and require a degree of management judgment.

We believe our allowance is sufficient to provide for losses in our receivable portfolio as of March 31, 2017.

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 receivables are securitized, with the cash generated from such receivables utilized to repay the related debt or, in the case of wholesale receivables, to purchase new receivables. We expect securitization to continue to represent a substantial portion of our liquidity plan.

In addition, we have committed secured and unsecured facilities, unsecured bonds, affiliate borrowings and cash to fund our liquidity needs. We have accessed the unsecured bond market in order to add more diversity to our funding sources. As of March 31, 2017, our outstanding unsecured senior notes totaled $3.2 billion. We expect continued changes to our funding profile, with less reliance on the securitization market.

Cash Flows

For the three months ended March 31, 2017 and 2016, our cash flows were as follows (dollars in thousands):

	2017		2016
Cash flows from (used in):
Operating activities	$	103,406	$	149,373
Investing activities		443,400		395,435
Financing activities		(579,424)		(638,210)
Net cash decrease	$	(32,618)	$	(93,402)

Operating activities in the three months ended March 31, 2017 generated cash of $103 million, resulting primarily from net income of $38 million, adjusted by depreciation and amortization of $69 million and provision for credit losses of $12 million, partially offset by cash from changes in working capital of $12 million and deferred income tax benefit of $4 million. The decrease in cash provided by operating activities for the three months ended March 31, 2017 compared to the same period in 2016 was primarily due to a $66 million decrease in deferred income tax expense and a $19 million decrease in net income, partially offset by a $22 million improvement in cash from changes in working capital, a $11 million increase in depreciation and amortization expense and a $6 million higher provision for credit losses.

Investing activities in the three months ended March 31, 2017 generated cash of $443 million, resulting primarily from a net reduction in receivables of $313 million and a decrease in restricted cash of $168 million, partially offset by $38 million in net expenditures for equipment on operating leases. The increase in cash provided by investing activities for the three months ended March 31, 2017 compared to the same period in 2016 was primarily due to a $45 million reduction in net expenditures for equipment on operating leases and a $26 million net decrease in receivables acquired, partially offset by a $23 million decrease from the change in restricted cash.

Financing activities in the three months ended March 31, 2017 used cash of $579 million, resulting primarily from net cash paid on long‑term debt of $843 million and a $75 million dividend paid to CNH Industrial America, partially offset by $338 million in net cash received on affiliated debt. The decrease in cash used in financing activities in the three months ended March 31, 2017 compared to the same period in 2016 was primarily due to a $738 million decrease in net cash paid on short-term borrowings and a $352 million increase in net cash received on affiliated debt, partially offset by a $1,031 million increase in net cash paid on long-term debt.

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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 March 31, 2017, the amounts outstanding were approximately $5.8 billion. Our securitizations are treated as financing arrangements for accounting purposes.

Effective in December 2016, credit risk retention requirements of Regulation RR under the United States Securities Exchange Act of 1934 requires us to retain not less than five percent of the credit risk of the assets collateralizing the asset-backed securities.

Committed Asset‑Backed Facilities

CNH Industrial Capital has committed asset‑backed facilities with several banks or through their commercial paper conduit programs. Committed asset‑backed facilities for the U.S. and Canada totaled $2.9 billion at March 31, 2017, 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 March 31, 2017, approximately $1.2 billion of funding was available for use under these facilities.

Unsecured Facilities and Debt

As of March 31, 2017, our outstanding unsecured senior notes were as follows (dollars in thousands):

3.625% notes, due 2018	$	600,000
3.875% notes, due 2018		600,000
3.375% notes, due 2019		500,000
4.375% notes, due 2020		600,000
4.875% notes, due 2021		500,000
3.875% notes, due 2021		400,000
Hedging effects, discounts and unamortized issuance costs		(26,705)
Total	$	3,173,295

On February 1, 2017, we repaid $500 million of our 3.250% unsecured notes.

On April 10, 2017, we completed an offering of $500 million in aggregate principal amount of our 4.375% unsecured notes due 2022, priced at par.

These notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Industrial Capital America and New Holland Credit.

As of March 31, 2017, we had bank arrangements that include a $100 million unsecured term loan with a final maturity in March 2018. These bank arrangements also include a fully drawn, $100 million unsecured revolving credit facility with a final maturity in March 2020 and undrawn, unsecured revolving credit facilities of $100 million with a final maturity in March 2019 and $300 million with a final maturity in June 2019. On April 28, 2017, we repaid the $100 million revolving credit facility.

Affiliate Sources

CNH Industrial Capital borrows, as needed, from CNH Industrial. This source of funding is primarily used to finance various 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. We had affiliated debt of $474 million and $133 million as of March 31, 2017 and December 31, 2016, respectively.

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Equity Position

Our equity position also supports our ability to access various funding sources. Our stockholder’s equity at March 31, 2017 and December 31, 2016 was $1.3 billion and $1.4 billion, respectively.

For the three months ended March 31, 2017, CNH Industrial Capital LLC paid a cash dividend of $75 million to CNH Industrial America.

Liquidity

The majority of CNH Industrial Capital’s debt is self-liquidating from the cash generated by the underlying 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. The majority of new wholesale receivables are financed through a master trust and funded by variable funding notes.

Our liquidity available for use as of March 31, 2017 is as follows (dollars in thousands):

Cash, cash equivalents and restricted cash	$	676,972
Committed asset-backed facilities		2,913,722
Committed unsecured facilities		500,000
Total cash and facilities		4,090,694
Less: restricted cash		(545,343)
Less: committed asset-backed facilities utilization		(1,711,032)
Less: committed unsecured facilities utilization		(100,000)
Total available for use	$	1,734,319

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.

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Other Data

	As of or for the Three Months
	Ended March 31,
	2017			2016
	(Dollars in thousands)
Ratio of earnings to fixed charges (1)		1.76			2.16
Total managed receivables	$	10,658,715		$	11,567,735
Operating lease equipment		1,839,819			1,825,104
Total managed portfolio	$	12,498,534		$	13,392,839
Delinquency (2)		0.85	%		0.69	%
Average managed receivables	$	11,168,898		$	12,037,023
Net credit loss (3)		0.38	%		0.19	%
Profitability: (4)
Return on average managed portfolio (5)		1.22	%		1.71	%
Asset Quality:
Allowance for credit losses/total receivables		0.80	%		0.81	%

(1) For purposes of determining the ratio of earnings to fixed charges, earnings are defined as the sum of (i) income before income taxes, (ii) fixed charges and (iii) amortization of capitalized interest, less (i) interest capitalized and (ii) noncontrolling interest in pretax income of subsidiaries that have not incurred fixed charges. Fixed charges consist of (i) interest expense, including amortization of premiums, discounts and capitalized expenses related to indebtedness, (ii) interest capitalized and (iii) an estimate of the interest component of rental expense.

(2) Delinquency means managed receivables that are past due over 30 days, expressed as a percentage of the managed receivables as of the end of the respective period.

(3) Net credit losses on the managed receivables means write‑offs, net of recoveries, for the preceding 12 months expressed as a percentage of the respective average managed receivables.

(4) Three months ended March 31, 2017 and 2016 annualized.

(5) Net income for the period expressed as a percentage of average managed portfolio.

Cautionary Note Regarding Forward‑Looking Statements

All statements other than statements of historical fact contained in this quarterly report, including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, capital expenditures, dividends, 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,” “forecast,” “projection,” “prospects,” “plan,” or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.

Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: the many interrelated factors that affect customer confidence and demand for our financing products and services; general economic conditions; changes in government policies regarding banking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in which CNH Industrial North America competes; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; restrictive covenants in our debt agreements; actions by rating agencies concerning the ratings on our debt and

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asset-backed securities and the credit rating of CNHI; a decline in the price of used equipment; political and civil unrest; volatility and deterioration of capital and financial markets, including further deterioration of the Eurozone sovereign debt crisis, other similar risks and uncertainties and our success, and CNH Industrial North America’s success, in managing the risks involved in the foregoing.

Forward‑looking statements speak only as of the date on which such statements are made.

Furthermore, in light of difficult macroeconomic conditions, 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. Accordingly, investors should not place undue reliance on such forward-looking statements. We can give no assurance that the expectations reflected in our forward-looking statements will prove to be correct. Our outlook is based upon assumptions, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Our actual results could differ materially from those anticipated in such forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements.

Additional factors which could cause actual results and developments to differ from those expressed or implied by the forward‑looking statements are included in the section “Item 1A. Risk Factors” in our most recent annual report on Form 10‑K.

Critical Accounting Policies and Estimates

See our critical accounting policies and estimates discussed in our annual report for the year ended December 31, 2016 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to our audited consolidated financial statements included in such annual report. There were no material changes to these policies or estimates during the three months ended March 31, 2017.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09, Revenue from Contracts with Customers (ASC 606) (“ASU 2014‑09”), which supersedes existing revenue recognition guidance under current U.S. GAAP. The new standard requires an entity to recognize revenue upon transfer of control of goods or services to a customer at an amount that reflects the consideration that the entity expects to receive. This new revenue recognition model defines a five-step process to achieve this objective. The new standard also requires additional disclosures to enable users to understand the nature, amount, timing and uncertainty of revenue and cash flow arising from contracts with customers. In August 2015, the FASB amended the effective date to be the first quarter of fiscal year 2018 with early adoption permitted in 2017. The FASB subsequently issued several amendments in 2016 clarifying various aspects of ASU 2014-09, including revenue transactions that involve a third party, goods or services that are immaterial in the context of the contract, licensing arrangements, certain transition practical expedients, disclosure of performance obligation and provisions for losses on construction-type and production-type contracts. Entities have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the consolidated statement of changes in equity. We plan to adopt the new standard effective January 1, 2018. We are currently evaluating which transition method to elect. We are still evaluating the overall effect the adoption of this standard will have, but our implementation efforts to date have not identified any matters that we currently believe would result in a material effect on our consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016‑01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016‑01”), which amends ASC 825-10, Financial Instruments – Overall. This ASU changes the treatment for available-for-sale equity investments by recognizing unrealized fair value changes directly in net income, and no longer in other comprehensive income. The ASU is effective January 1, 2018, with the cumulative-effect adjustment from initially applying the new standard recognized in the consolidated statement of financial position as of January 1, 2018. The impact of the adjustments on our consolidated financial statements is expected to be immaterial.

In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”), which supersedes ASC 840, Leases. The ASU’s most prominent change is the requirement for lessees to recognize leased assets and

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liabilities classified as operating leases under previous GAAP. The ASU does not significantly change the lessee’s recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard. ASU 2016-02 also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. It is effective for annual reporting periods beginning after December 15, 2018 including interim periods within those fiscal years, but early adoption is permitted. The ASU requires a modified retrospective transition approach and provides certain optional transition relief. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016‑13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which establishes ASC 326, Financial Instruments – Credit Losses. The ASU introduced a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Additional disclosures about significant estimates and credit quality are also required. The ASU is effective for annual periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). This standard provides guidance clarification to reduce diversity in classification of certain cash flow payments and receipts in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 on a retrospective transition basis to each period presented, and may be early adopted. We do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which amends ASC 740, Income Taxes. The ASU requires that the income tax consequences of an intra-entity asset transfer other than inventory are recognized at the time of transfer. The ASU is effective for annual reporting periods, and interim periods within those annual reporting periods, beginning after December 15, 2017 and early adoption is permitted. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”) that changes the presentation of restricted cash and cash equivalents on the statement of cash flows. Restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, and early adoption is permitted. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

Item 4.  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 13a‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2017. 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 March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.  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 1A.  Risk Factors

See our most recent annual report on Form 10‑K (Part I, Item 1A). There was no material change in our risk factors during the three months ended March 31, 2017.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit	Description
12.1	Statement regarding computation of ratio of earnings to fixed charges.
31.1	Certifications of President Pursuant to Exchange Act Rule 13a‑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 13a‑14(a), as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1†	Certification required by Exchange Act Rule 13a‑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 three months ended March 31, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016, (iii) Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, (v) Consolidated Statements of Changes in Stockholder’s Equity for the three months ended March 31, 2017 and 2016 and (vi) Condensed 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 or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CNH INDUSTRIAL CAPITAL LLC
Date: May 5, 2017	By:	/s/ BRETT D. DAVIS
		Name:	Brett D. Davis
		Title:	Chairman and President

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