CNH Industrial Capital 10Q 2020 Q2 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 June 30, 2020
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)

Securities registered pursuant to Section 12(b) of the Act: None

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 every Interactive Data File required to be submitted 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 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 ⌧

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 June 30, 2020, 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

TABLE OF CONTENTS


		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)	1
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)	2
	Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019 (Unaudited)	5
	Consolidated Statements of Changes in Stockholder’s Equity for the Six Months Ended June 30, 2020 and 2019 (Unaudited)	6
	Condensed Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 4.	Controls and Procedures	44
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	*
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45

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

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
REVENUES
Interest income on retail notes and finance leases	$	48,489	$	57,112	$	96,020	$	112,580
Interest income on wholesale notes		13,569		16,993		29,141		33,735
Interest and other income from affiliates		82,069		88,992		167,512		173,245
Rental income on operating leases		62,109		60,492		124,194		121,133
Other income		7,468		5,523		12,654		10,488
Total revenues		213,704		229,112		429,521		451,181
EXPENSES
Interest expense:
Interest expense to third parties		67,739		84,989		144,616		170,205
Interest expense to affiliates		235		258		2,046		3,423
Total interest expense		67,974		85,247		146,662		173,628
Administrative and operating expenses:
Fees charged by affiliates		10,995		11,574		23,143		23,955
Provision for credit losses		20,659		13,097		35,137		20,066
Depreciation of equipment on operating leases		58,836		55,680		117,126		116,600
Other expenses		8,693		13,832		15,401		16,259
Total administrative and operating expenses		99,183		94,183		190,807		176,880
Total expenses		167,157		179,430		337,469		350,508
INCOME BEFORE TAXES		46,547		49,682		92,052		100,673
Income tax provision		10,556		11,898		20,984		23,678
NET INCOME	$	35,991	$	37,784	$	71,068	$	76,995

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
NET INCOME	$	35,991	$	37,784	$	71,068	$	76,995
Other comprehensive income (loss):
Foreign currency translation adjustment		19,311		9,244		(24,958)		17,934
Pension liability adjustment		(49)		89		(55)		177
Change in derivative financial instruments		(790)		(1,061)		(8,546)		(3,011)
Total other comprehensive income (loss)		18,472		8,272		(33,559)		15,100
COMPREHENSIVE INCOME	$	54,463	$	46,056	$	37,509	$	92,095

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2020 AND DECEMBER 31, 2019

(Dollars in thousands)

(Unaudited)


	June 30,		December 31,
	2020		2019
ASSETS
Cash and cash equivalents	$	156,848	$	174,966
Restricted cash and cash equivalents		494,169		629,278
Receivables, less allowance for credit losses of $119,825 and $72,751, respectively		9,207,499		9,835,274
Affiliated accounts and notes receivable		197,724		64,307
Equipment on operating leases, net		1,761,261		1,783,283
Equipment held for sale		145,002		170,218
Goodwill		108,296		109,629
Other intangible assets, net		11,546		12,195
Other assets		103,211		74,937
TOTAL	$	12,185,556	$	12,854,087
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt (including current maturities of long-term debt)	$	4,787,452	$	4,790,172
Accounts payable and other accrued liabilities		899,213		807,437
Affiliated debt		—		213,856
Long-term debt		5,308,065		5,779,581
Total liabilities		10,994,730		11,591,046
Commitments and contingent liabilities (Note 11)
Stockholder’s equity:
Member’s capital		—		—
Paid-in capital		843,820		843,749
Accumulated other comprehensive loss		(157,955)		(124,396)
Retained earnings		504,961		543,688
Total stockholder’s equity		1,190,826		1,263,041
TOTAL	$	12,185,556	$	12,854,087

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2020 AND DECEMBER 31, 2019

(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. The assets in the table include those assets that can only 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.


	June 30,		December 31,
	2020		2019
Restricted cash and cash equivalents	$	494,169	$	629,278
Receivables, less allowance for credit losses of $69,770 and $48,413, respectively		6,298,149		6,748,621
TOTAL	$	6,792,318	$	7,377,899

Short-term debt (including current maturities of long-term debt)	$	2,966,628	$	3,274,216
Long-term debt		3,252,335		3,495,022
TOTAL	$	6,218,963	$	6,769,238

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Dollars in thousands)

(Unaudited)


	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	71,068	$	76,995
Adjustments to reconcile net income to net cash from (used in) operating activities:
Depreciation on property and equipment and equipment on operating leases		117,129		116,601
Amortization of intangibles		803		974
Provision for credit losses		35,137		20,066
Deferred income tax expense (benefit)		(4,304)		28,910
Changes in components of working capital:
Change in affiliated accounts and notes receivables		(135,571)		30,737
Change in other assets and equipment held for sale		(66,512)		8,599
Change in accounts payable and other accrued liabilities		67,454		21,943
Net cash from (used in) operating activities		85,204		304,825
CASH FLOWS FROM INVESTING ACTIVITIES
Cost of receivables acquired		(4,793,000)		(5,539,579)
Collections of receivables		5,290,616		5,366,432
Purchase of equipment on operating leases		(273,464)		(347,175)
Proceeds from disposal of equipment on operating leases		223,875		220,817
Change in property, equipment and software, net		(154)		(1,916)
Net cash from (used in) investing activities		447,873		(301,421)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of affiliated debt		557,352		653,140
Payment of affiliated debt		(771,208)		(583,222)
Proceeds from issuance of long-term debt		1,956,026		1,945,345
Payment of long-term debt		(2,034,118)		(1,958,759)
Change in short-term borrowings, net		(304,356)		(148,573)
Dividends paid to CNH Industrial America LLC		(90,000)		(125,000)
Net cash from (used in) financing activities		(686,304)		(217,069)
DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(153,227)		(213,665)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period		804,244		799,871
End of period	$	651,017	$	586,206
CASH PAID DURING THE PERIOD FOR INTEREST	$	141,472	$	170,758
CASH PAID (RECEIVED) DURING THE PERIOD FOR TAXES	$	10,310	$	(37,895)

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Dollars in thousands)

(Unaudited)


					Accumulated
					Other
	Member’s		Paid-in		Comprehensive		Retained
	Capital		Capital		Income (Loss)		Earnings		Total
BALANCE - January 1, 2020 as previously reported	$	—	$	843,749	$	(124,396)	$	543,688	$	1,263,041
Adoption of ASC 326		—		—		—		(19,790)		(19,790)
BALANCE - January 1, 2020 as recast		—		843,749		(124,396)		523,898		1,243,251
Net income		—		—		—		35,077		35,077
Dividends paid to CNH Industrial America LLC		—		—		—		(40,000)		(40,000)
Foreign currency translation adjustment		—		—		(44,269)		—		(44,269)
Stock compensation		—		(1)		—		—		(1)
Pension liability adjustment, net of tax		—		—		(6)		—		(6)
Change in derivative financial instruments, net of tax		—		—		(7,756)		—		(7,756)
BALANCE - March 31, 2020	$	—	$	843,748	$	(176,427)	$	518,975	$	1,186,296
Net income		—		—		—		35,991		35,991
Dividends paid to CNH Industrial America LLC		—		—		—		(50,000)		(50,000)
Foreign currency translation adjustment		—		—		19,311		(5)		19,306
Stock compensation		—		72		—		—		72
Pension liability adjustment, net of tax		—		—		(49)		—		(49)
Change in derivative financial instruments, net of tax		—		—		(790)		—		(790)
BALANCE - June 30, 2020	$	—	$	843,820	$	(157,955)	$	504,961	$	1,190,826

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019 (Continued)

(Dollars in thousands)

(Unaudited)


					Accumulated
					Other
	Member’s		Paid-in		Comprehensive		Retained
	Capital		Capital		Income (Loss)		Earnings		Total
BALANCE - January 1, 2019	$	—	$	843,643	$	(146,999)	$	659,088	$	1,355,732
Net income		—		—		—		39,211		39,211
Dividends paid to CNH Industrial America LLC		—		—		—		—		—
Foreign currency translation adjustment		—		—		8,690		—		8,690
Stock compensation		—		164		—		—		164
Reclassification of certain tax effects		—		—		(597)		597		—
Pension liability adjustment, net of tax		—		—		88		—		88
Change in derivative financial instruments, net of tax		—		—		(1,950)		—		(1,950)
BALANCE - March 31, 2019	$	—	$	843,807	$	(140,768)	$	698,896	$	1,401,935
Net income		—		—		—		37,784		37,784
Dividends paid to CNH Industrial America LLC		—		—		—		(125,000)		(125,000)
Foreign currency translation adjustment		—		—		9,244		—		9,244
Stock compensation		—		94		—		—		94
Pension liability adjustment, net of tax		—		—		89		—		89
Change in derivative financial instruments, net of tax		—		—		(1,061)		—		(1,061)
BALANCE - June 30, 2019	$	—	$	843,901	$	(132,496)	$	611,680	$	1,323,085

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

Table of Contents

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 of America (“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, 2019. 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. Due to the ongoing Novel Coronavirus (“COVID-19”) situation and the potential for additional outbreaks, actual results could differ materially from the estimates and assumptions used in preparation of the financial statements including, but not limited to, future cash flows associated with the allowance for credit losses, the determination of end-of-lease market values for equipment on operating leases, goodwill and income taxes. Changes in estimates are recorded in results of operations in the period that the events or circumstances giving rise to such changes occur.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements Adopted in 2020

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which established ASC 326, Financial Instruments – Credit Losses (“ASC 326”). In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”), which superseded existing ASU 2016-13. 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 were also required. The Company adopted ASU 2018-19 on January 1, 2020, using the modified retrospective approach. The impact to the consolidated balance sheet on January 1, 2020 was an increase to the allowance for credit losses of $26 million and an increase to deferred tax assets of $6 million, with the offset to retained earnings, net of tax, of $20 million. See “Note 4: Receivables” for the Company’s updated accounting policy on Allowance for Credit Losses.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which amended ASC 820, Fair Value Measurement. This ASU modified the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The removed and modified disclosures were adopted on a retrospective basis and the new disclosures were adopted on a prospective basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (“ASU 2018-15”), which expanded the guidance set forth in ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2018-15 aligned the requirements for capitalization of implementation costs in a cloud computing service contract with those requirements for capitalization of implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 on January 1, 2020. The adoption of this standard did not have a material impact on its consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”), which expanded the application of a specific private company alternative related to VIEs and changed the guidance for determining whether a decision-making fee is a variable interest. Under the new guidance, to determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis, rather than in their entirety. The Company adopted ASU 2018-17 on January 1, 2020. The adoption of this standard did not have a material impact on its consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), which made targeted changes to standards on credit losses, hedging, and recognizing and measuring financial instruments, to clarify them and address implementation issues. The amendments clarified the scope of the credit losses standard and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. On recognizing and measuring financial instruments, the amendments addressed the scope of the guidance, the requirement for remeasurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be remeasured at historical exchange rates. The Company adopted ASU 2019-04 on January 1, 2020. The adoption of this standard did not have a material impact on its consolidated financial statements.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

New Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”). This ASU eliminates certain exceptions to the general principles in ASC 740, Income Taxes. Specifically, it eliminates the exception to (1) the incremental approach for intraperiod tax allocation where there is a loss from continuing operations, and income or a gain from other items; (2) the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. ASU 2019-12 will be effective for the annual periods beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income (“AOCI”) includes net income plus other comprehensive income, which includes foreign currency translation gains and losses, certain changes in pension plans and changes in fair value of certain derivatives designated as cash flow hedges.

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the three months ended June 30, 2020:


	Currency				Unrealized
	Translation		Pension		(Losses) Gains
	Adjustment		Liability		on Derivatives		Total
Beginning balance, gross	$	(169,402)	$	(308)	$	(9,218)	$	(178,928)
Tax asset		—		58		2,443		2,501
Beginning balance, net of tax		(169,402)		(250)		(6,775)		(176,427)
Other comprehensive income (loss) before reclassifications		19,311		(115)		(1,187)		18,009
Amounts reclassified from accumulated other comprehensive income (loss)		—		50		112		162
Tax effects		—		16		285		301
Net current-period other comprehensive income (loss)		19,311		(49)		(790)		18,472
Total	$	(150,091)	$	(299)	$	(7,565)	$	(157,955)

Table of Contents

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 six months ended June 30, 2020:


	Currency				Unrealized
	Translation		Pension		(Losses) Gains
	Adjustment		Liability		on Derivatives			Total
Beginning balance, gross	$	(125,133)	$	(302)	$	1,335	$		(124,100)
Tax asset		—		58		(354)			(296)
Beginning balance, net of tax		(125,133)		(244)		981			(124,396)
Other comprehensive income (loss) before reclassifications		(24,958)		(174)		(11,576)			(36,708)
Amounts reclassified from accumulated other comprehensive income (loss)		—		102		(51)			51
Tax effects		—		17		3,081			3,098
Net current-period other comprehensive income (loss)		(24,958)		(55)		(8,546)			(33,559)
Total	$	(150,091)	$	(299)	$	(7,565)	$		(157,955)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the three months ended June 30, 2019:


	Currency				Unrealized
	Translation		Pension		(Losses) Gains
	Adjustment		Liability		on Derivatives		Total
Beginning balance, gross	$	(138,036)	$	(3,953)	$	372	$	(141,617)
Tax asset		—		947		(98)		849
Beginning balance, net of tax		(138,036)		(3,006)		274		(140,768)
Other comprehensive income (loss) before reclassifications		9,244		(112)		(1,328)		7,804
Amounts reclassified from accumulated other comprehensive income (loss)		—		229		(115)		114
Tax effects		—		(28)		382		354
Net current-period other comprehensive income (loss)		9,244		89		(1,061)		8,272
Total	$	(128,792)	$	(2,917)	$	(787)	$	(132,496)

Table of Contents

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 six months ended June 30, 2019:


	Currency				Unrealized
	Translation		Pension		(Losses) Gains
	Adjustment		Liability		on Derivatives		Total
Beginning balance, gross	$	(146,726)	$	(4,070)	$	3,025	$	(147,771)
Tax asset		—		1,573		(801)		772
Beginning balance, net of tax		(146,726)		(2,497)		2,224		(146,999)
Other comprehensive income (loss) before reclassifications		17,934		(223)		(3,739)		13,972
Amounts reclassified from accumulated other comprehensive income (loss)		—		457		(357)		100
Tax effects		—		(57)		1,085		1,028
Net current-period other comprehensive income (loss)		17,934		177		(3,011)		15,100
Reclassification of certain tax effects		—		(597)		—		(597)
Total	$	(128,792)	$	(2,917)	$	(787)	$	(132,496)

The reclassifications out of AOCI and the location on the consolidated statements of income for the three and six months ended June 30, 2020 and 2019 are as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019		Affected Line Item
Amortization of defined benefit pension items:
	$	(50)	$	(229)	$	(102)	$	(457)	Various line items individually insignificant
		(50)		(229)		(102)		(457)	Income before taxes
		17		55		24		111	Income tax effects
	$	(33)	$	(174)	$	(78)	$	(346)	Net of tax
Unrealized losses on derivatives:
	$	(112)	$	115	$	51	$	357	Interest expense to third parties
		(112)		115		51		357	Income before taxes
		30		(30)		(13)		(94)	Income tax effects
	$	(82)	$	85	$	38	$	263	Net of tax

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES

A summary of receivables included in the consolidated balance sheets as of June 30, 2020 and December 31, 2019 is as follows:


	June 30,		December 31,
	2020		2019
Retail	$	857,176	$	656,518
Wholesale		762,195		813,454
Finance lease		91,052		79,848
Restricted receivables		7,616,901		8,358,205
Gross receivables		9,327,324		9,908,025
Less: Allowance for credit losses		(119,825)		(72,751)
Total receivables, net	$	9,207,499	$	9,835,274

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.

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 June 30, 2020 and December 31, 2019:


	June 30,		December 31,
	2020		2019
Retail	$	5,128,552	$	5,531,885
Wholesale		2,488,349		2,826,320
Total restricted receivables	$	7,616,901	$	8,358,205

Within the U.S. retail receivables securitization programs, qualifying retail receivables are sold to bankruptcy remote SPEs. In turn, these SPEs either establish separate trusts to which the receivables are transferred in exchange for proceeds from asset-backed securities issued by the trusts or pledge the receivables as collateral in exchange for proceeds from a committed asset-backed facility. 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.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

With regard to the wholesale receivable securitization programs, the Company sells eligible receivables on a revolving basis to structured master trust facilities, which are 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 the lifetime expected credit losses inherent in the receivables owned by the Company. Retail receivables include retail and other notes and finance lease products offered for retail purchases of new and used equipment sold through CNH Industrial North America’s dealer network. Wholesale receivables include financing of the sale of goods to dealers and distributors by CNH Industrial North America, and to a lesser extent, the financing of dealer operations. Wholesale factoring receivables represent the short-term receivables purchased from Iveco Argentina S.A. Typically, the Company’s receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk.

Retail receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models 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.

Wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for 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. The calculation is adjusted for forward looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models 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.

Wholesale and retail receivables that do not have similar risk characteristics are individually reviewed based on, among other items, amounts outstanding, days past due and prior collection history. Expected credit losses are measured by considering: the probability-weighted estimates of cash flows and collateral value; the time value of money; current conditions and forecasts of future economic conditions. Expected credit losses are measured as the probability-weighted present value of all cash shortfalls (including the value of the collateral, if appropriate) over the expected life of each financial asset. 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.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Allowance for credit losses activity for the three months ended June 30, 2020 is as follows:


	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance	$	96,835	$	8,395	$	105,230
Charge-offs		(6,947)		(33)		(6,980)
Recoveries		600		—		600
Provision (benefit)		21,730		(1,071)		20,659
Foreign currency translation and other		274		42		316
Ending balance	$	112,492	$	7,333	$	119,825

Allowance for credit losses activity for the six months ended June 30, 2020 is as follows:


	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance, as previously reported	$	64,750	$	8,001	$	72,751
Adoption of ASC 326		25,877		—		25,877
Beginning balance, as recast	$	90,627	$	8,001	$	98,628
Charge-offs		(14,784)		(212)		(14,996)
Recoveries		1,327		3		1,330
Provision (benefit)		35,551		(414)		35,137
Foreign currency translation and other		(229)		(45)		(274)
Ending balance	$	112,492	$	7,333	$	119,825
Receivables:
Ending balance	$	6,076,780	$	3,250,544	$	9,327,324

At June 30, 2020, the allowance for credit losses includes a reserve build primarily due to a weaker economic outlook related to the COVID-19 pandemic. As this situation has rapidly evolved and is fluid, there is significant subjectivity in the Company’s assessment. The Company continues to monitor the situation and will update the macroeconomic factors and qualitative factors in future periods, as warranted.

Allowance for credit losses activity for the three months ended June 30, 2019 is as follows:


					Wholesale
	Retail		Wholesale		Factoring		Total
Allowance for credit losses:
Beginning balance	$	65,637	$	6,535	$	56	$	72,228
Charge-offs		(9,189)		—		—		(9,189)
Recoveries		1,369		3		—		1,372
Provision		12,410		683		4		13,097
Foreign currency translation and other		84		18		—		102
Ending balance	$	70,311	$	7,239	$	60	$	77,610

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Allowance for credit losses activity for the six months ended June 30, 2019 is as follows:


					Wholesale
	Retail		Wholesale		Factoring		Total
Allowance for credit losses:
Beginning balance	$	66,944	$	7,468	$	—	$	74,412
Charge-offs		(16,566)		(2,165)		—		(18,731)
Recoveries		1,676		9		—		1,685
Provision		18,106		1,900		60		20,066
Foreign currency translation and other		151		27		—		178
Ending balance	$	70,311	$	7,239	$	60	$	77,610
Receivables:
Ending balance	$	6,364,938	$	3,818,196	$	84,474	$	10,267,608

Allowance for credit losses activity for the year ended December 31, 2019 is as follows:


	Retail		Wholesale		Total
Allowance for credit losses:
Beginning balance	$	66,944	$	7,468	$	74,412
Charge-offs		(35,535)		(5,102)		(40,637)
Recoveries		3,046		16		3,062
Provision		30,115		5,588		35,703
Foreign currency translation and other		180		31		211
Ending balance	$	64,750	$	8,001	$	72,751
Receivables:
Ending balance	$	6,268,251	$	3,639,774	$	9,908,025

The Company assesses and monitors the credit quality of its receivables based on past due information. 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. As the terms for retail receivables are greater than one year, the past due information is presented by year of origination.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The aging of receivables as of June 30, 2020 is as follows:


					Greater
	31 – 60 Days		61 – 90 Days		Than		Total				Total
	Past Due		Past Due		90 Days		Past Due		Current		Receivables
Retail
United States
2020	$	424	$	533	$	—	$	957	$	1,001,531	$	1,002,488
2019		3,599		3,541		2,245		9,385		1,603,651		1,613,036
2018		2,563		1,389		5,150		9,102		1,109,064		1,118,166
2017		2,993		1,490		3,973		8,456		631,467		639,923
2016		2,020		588		5,460		8,068		347,584		355,652
2015		764		296		2,384		3,444		143,364		146,808
Prior to 2015		329		24		3,042		3,395		42,859		46,254
Total	$	12,692	$	7,861	$	22,254	$	42,807	$	4,879,520	$	4,922,327
Canada
2020	$	34	$	—	$	—	$	34	$	240,252	$	240,286
2019		1,879		295		761		2,935		414,424		417,359
2018		805		305		659		1,769		263,625		265,394
2017		490		226		665		1,381		128,705		130,086
2016		228		259		535		1,022		67,742		68,764
2015		185		56		537		778		26,664		27,442
Prior to 2015		31		—		34		65		5,057		5,122
Total	$	3,652	$	1,141	$	3,191	$	7,984	$	1,146,469	$	1,154,453
Wholesale
United States	$	173	$	239	$	587	$	999	$	2,604,297	$	2,605,296
Canada	$	11	$	4	$	1	$	16	$	645,232	$	645,248
Total
Retail	$	16,344	$	9,002	$	25,445	$	50,791	$	6,025,989	$	6,076,780
Wholesale	$	184	$	243	$	588	$	1,015	$	3,249,529	$	3,250,544

The above aging table is not necessarily reflective of the potential credit risk in the portfolio due to payment schedules changes granted by the Company and government stimulus policies benefiting CNH Industrial North America dealers or the Company’s end-use customers.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The aging of receivables as of December 31, 2019 is as follows:


													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	$	19,781	$	5,896	$	29,192	$	54,869	$	5,001,400	$	5,056,269	$	7,356
Canada	$	4,470	$	1,063	$	4,703	$	10,236	$	1,201,746	$	1,211,982	$	1,167
Wholesale
United States	$	2,081	$	42	$	551	$	2,674	$	2,887,599	$	2,890,273	$	189
Canada	$	57	$	370	$	571	$	998	$	748,503	$	749,501	$	4
Total
Retail	$	24,251	$	6,959	$	33,895	$	65,105	$	6,203,146	$	6,268,251	$	8,523
Wholesale	$	2,138	$	412	$	1,122	$	3,672	$	3,636,102	$	3,639,774	$	193

Included in the receivables balance is accrued interest of $57,610. The Company does not include accrued interest in its allowance for credit losses. Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 90 days delinquent, whichever occurs first. Accrued interest is charged-off to interest income. Interest income charged-off was not material for the three and six months ended June 30, 2020. 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 June 30, 2020 and December 31, 2019 are as follows:


	June 30, 2020						December 31, 2019
	Retail		Wholesale		Total		Retail		Wholesale		Total
United States	$	35,428	$	25,250	$	60,678	$	33,463	$	29,211	$	62,674
Canada	$	3,235	$	—	$	3,235	$	3,749	$	—	$	3,749

As of June 30, 2020 and December 31, 2019, the Company’s receivables on non-accrual status without an allowance were immaterial. Interest income recognized for receivables on non-accrual status for the three and six months ended June 30, 2020 and 2019 was immaterial.

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 that is 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 the 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.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Before removing a receivable from TDR classification, a review of the borrower is conducted. If concerns exist about the future ability of the borrower to meet its obligations based on a credit review, the TDR classification is not removed from the receivable.

As of June 30, 2020, the Company had 275 retail and finance lease contracts classified as TDRs where a court has determined the concession. The pre-modification value of these contracts was $8,580 and the post-modification value was $7,549. Additionally, the Company had 330 accounts with a balance of $21,058 undergoing bankruptcy proceedings where a concession has not yet been determined. As of June 30, 2019, the Company had 272 retail and finance lease contracts classified as TDRs where a court has determined the concession. The pre-modification value of these contracts was $10,216 and the post-modification value was $9,214. Additionally, the Company had 381 accounts with a balance of $16,336 undergoing bankruptcy proceedings where a concession has not yet been 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 June 30, 2020 and 2019.

As of June 30, 2020 and 2019, the Company’s wholesale TDRs were immaterial.

NOTE 5: EQUIPMENT ON OPERATING LEASES

Lease payments owed to the Company for equipment under non-cancelable operating leases (excluding deferred operating lease subsidy of $117,654) as of June 30, 2020 are as follows:


2020	$	101,639
2021		174,293
2022		90,442
2023		32,988
2024 and thereafter		11,559
Total lease payments	$	410,921

NOTE 6: CREDIT FACILITIES AND DEBT

On April 15, 2020, the Company extended the maturity date of the C$300,000 ($212,628) committed unsecured facility to June 2021.

On April 23, 2020, the Company, through a trust, issued C$465,707 ($331,025) of amortizing asset-backed notes secured by Canadian retail receivables.

On May 20, 2020, the Company borrowed of $379,410 through an amortizing loan secured by U.S. operating leases. The final maturity date is April 2025.

On May 27, 2020, the Company, through a bankruptcy-remote trust, issued $789,040 of amortizing asset-backed notes secured by U.S. retail receivables.

Committed unsecured facilities with banks as of June 30, 2020 totaled $823,834. These credit facilities, which are eligible for renewal at various future dates, are used primarily for working capital and other general corporate purposes. As of June 30, 2020, the Company had $423,834 outstanding under these credit facilities. Included in the remaining available credit commitments is $251,000 maintained primarily to provide backup liquidity for commercial paper borrowings.

The Company’s outstanding commercial paper totaled $251,000 as of June 30, 2020.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: INCOME TAXES

The effective tax rates for the three months ended June 30, 2020 and 2019 were 22.7% and 23.9%, respectively. The effective tax rate was 22.8% for the six months ended June 30, 2020, compared to 23.5% for the same period in 2019.

NOTE 8: FINANCIAL INSTRUMENTS

The Company may elect to measure financial instruments and certain other items at fair value. This fair value option would 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 has not elected the fair value measurement option for eligible items.

Fair-Value Hierarchy

The hierarchy of valuation techniques for financial instruments is 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 market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1 —

Quoted prices for identical instruments in active markets.

Level 2 —

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 —

Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

Determination of Fair Value

When available, the Company uses quoted market prices to determine fair value and classifies such items in Level 1. In some cases where a market price is not available, the Company will use 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.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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 enter into derivative or other financial instruments for speculative purposes. The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified as Level 2 in 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 as cash flow hedges are being used by the Company to mitigate the risk of rising interest rates related to existing debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments 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. As of June 30, 2020, 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 54 months. As of June 30, 2020, 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 $352.

The Company also enters into offsetting 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. 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 and six months ended June 30, 2020 and 2019.

All of the Company’s interest rate derivatives as of June 30, 2020 and December 31, 2019 are considered Level 2. The fair market value of these derivatives is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of the Company’s interest rate derivatives was $3,395,298 and $3,004,709 at June 30, 2020 and December 31, 2019, respectively. The seven-month average notional amounts for the six months ended June 30, 2020 and 2019 were $3,124,169 and $3,004,828, 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.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Financial Statement Impact of the Company’s Derivatives

The fair values of the Company’s derivatives as of June 30, 2020 and December 31, 2019 in the consolidated balance sheets are recorded as follows:


	June 30,		December 31,
	2020		2019
Derivatives Designated as Hedging Instruments
Other assets:
Interest rate derivatives	$	67,712	$	38,732
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	5,739	$	1,243
Derivatives Not Designated as Hedging Instruments
Other assets:
Interest rate derivatives	$	400	$	440
Foreign exchange contracts		1,181		—
Total	$	1,581	$	440
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	400	$	440
Foreign exchange contracts		—		800
Total	$	400	$	1,240

Pre-tax gains (losses) on the consolidated statements of income and comprehensive income related to the Company’s derivatives for the three and six months ended June 30, 2020 and 2019 are recorded in the following accounts:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Cash Flow Hedges
Recognized in accumulated other comprehensive income (loss):
Interest rate derivatives	$	(1,187)	$	(1,328)	$	(11,576)	$	(3,739)
Reclassified from accumulated other comprehensive income (loss):
Interest rate derivatives—Interest expense to third parties		(112)		115		51		357
Not Designated as Hedges
Foreign exchange contracts—Other expenses	$	2,051	$	3,463	$	(3,200)	$	3,193

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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 June 30, 2020 and December 31, 2019, all of which are measured as Level 2:


	June 30,		December 31,
	2020		2019
Assets
Interest rate derivatives	$	68,112	$	39,172
Foreign exchange contracts		1,181		—
Total assets	$	69,293	$	39,172
Liabilities
Interest rate derivatives	$	6,139	$	1,683
Foreign exchange contracts		—		800
Total liabilities	$	6,139	$	2,483

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 and cash equivalents, 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 and cash equivalents are classified as Level 1 and the remainder of the financial instruments listed is classified as Level 2.

Financial Instruments Not Carried at Fair Value

The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of June 30, 2020 and December 31, 2019 are as follows:


	June 30, 2020				December 31, 2019
	Carrying		Estimated		Carrying		Estimated
	Amount		Fair Value *		Amount		Fair Value *
Receivables	$	9,207,499	$	9,272,461	$	9,835,274	$	9,870,076
Long-term debt	$	5,308,065	$	5,466,932	$	5,779,581	$	5,830,157

______________

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

Receivables

The fair value of receivables was determined by discounting the estimated future payments using a discount rate which includes an estimate for credit risk.

Long-term debt

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

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 9: GEOGRAPHICAL INFORMATION

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Revenues
United States	$	173,322	$	183,870	$	346,963	$	361,649
Canada		41,593		47,903		85,334		93,508
Eliminations		(1,211)		(2,661)		(2,776)		(3,976)
Total	$	213,704	$	229,112	$	429,521	$	451,181
Interest expense
United States	$	56,895	$	70,923	$	122,661	$	144,359
Canada		12,290		16,985		26,777		33,245
Eliminations		(1,211)		(2,661)		(2,776)		(3,976)
Total	$	67,974	$	85,247	$	146,662	$	173,628
Net income
United States	$	27,454	$	25,247	$	53,557	$	54,015
Canada		8,537		12,537		17,511		22,980
Total	$	35,991	$	37,784	$	71,068	$	76,995
Depreciation and amortization
United States	$	48,543	$	45,511	$	96,402	$	95,902
Canada		10,698		10,642		21,530		21,673
Total	$	59,241	$	56,153	$	117,932	$	117,575
Expenditures for equipment on operating leases
United States	$	108,796	$	133,803	$	222,418	$	279,584
Canada		29,483		37,863		51,046		67,591
Total	$	138,279	$	171,666	$	273,464	$	347,175
Provision for credit losses
United States	$	16,294	$	12,364	$	27,593	$	18,060
Canada		4,365		733		7,544		2,006
Total	$	20,659	$	13,097	$	35,137	$	20,066

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	As of		As of
	June 30,		December 31,
	2020		2019
Total assets
United States	$	9,970,692	$	10,439,737
Canada		2,362,069		2,566,635
Eliminations		(147,205)		(152,285)
Total	$	12,185,556	$	12,854,087
Managed receivables
United States	$	7,527,623	$	7,946,542
Canada		1,799,701		1,961,483
Total	$	9,327,324	$	9,908,025

NOTE 10: 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.

In addition, the Company receives income from Iveco Argentina for wholesale factoring receivables purchased at a discount.

The summary of sources included in “Interest and other income from affiliates” in the accompanying consolidated statements of income for the three and six months ended June 30, 2020 and 2019 is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Subsidy from CNH Industrial North America
Retail	$	39,243	$	40,317	$	80,383	$	79,513
Wholesale		27,138		32,370		56,114		62,380
Operating lease		15,591		15,059		30,770		30,065
Income from Iveco Argentina
Wholesale factoring		—		1,206		—		1,206
Income from affiliated receivables
CNH Industrial North America		57		40		163		81
Other affiliates		40		—		82		—
Total interest and other income from affiliates	$	82,069	$	88,992	$	167,512	$	173,245

Interest expense to affiliates was $235 and $258, respectively, for the three months ended June 30, 2020 and 2019 and $2,046 and $3,423, respectively, for the six months ended June 30, 2020 and 2019. Fees charged by affiliates were $10,995 and $11,574, respectively, for the three months ended June 30, 2020 and 2019, and $23,143 and $23,955, respectively, for the six months ended June 30, 2020 and 2019, and represents payroll and other human resource services CNH Industrial America performs on behalf of the Company.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

As of June 30, 2020 and December 31, 2019, the Company had various accounts and notes receivable and debt with the following affiliates:


	June 30,		December 31,
	2020		2019
Affiliated receivables
CNH Industrial America	$	142,015	$	24,832
CNH Industrial Canada Ltd.		40,565		26,931
Other affiliates		15,144		12,544
Total affiliated receivables	$	197,724	$	64,307
Affiliated debt
CNH Industrial America	$	—	$	213,856

Accounts payable and other accrued liabilities, including tax payables, of $109,965 and $20,527 were payable to related parties as of June 30, 2020 and December 31, 2019, respectively.

NOTE 11: COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is party to various litigation matters and claims arising from its operations. Management believes that the outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or results of operations.

Guarantees

The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNHI for approximately $45,000. The guarantees are in effect for the term of the underlying funding facilities.

Commitments

The Company has various agreements, on an uncommitted basis, to extend credit for the wholesale and dealer financing managed portfolio. At June 30, 2020, the total credit limit available was $6,026,685, of which $3,170,016 was utilized.

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 12: 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 June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019. The condensed consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.


	Condensed Statements of Comprehensive Income for the
	Three Months Ended June 30, 2020
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	2,136	$	46,353	$	—	$	48,489
Interest income on wholesale notes		—		(225)		13,794		—		13,569
Interest and other income from affiliates		4,019		44,136		69,468		(35,554)		82,069
Rental income on operating leases		—		48,814		13,295		—		62,109
Other income		—		22,636		581		(15,749)		7,468
Total revenues		4,019		117,497		143,491		(51,303)		213,704
EXPENSES
Interest expense:
Interest expense to third parties		33,072		(3,311)		37,978		—		67,739
Interest expense to affiliates		—		30,179		5,610		(35,554)		235
Total interest expense		33,072		26,868		43,588		(35,554)		67,974
Administrative and operating expenses:
Fees charged by affiliates		—		7,364		19,380		(15,749)		10,995
Provision for credit losses		—		5,371		15,288		—		20,659
Depreciation of equipment on operating leases		—		48,139		10,697		—		58,836
Other expenses		6		9,272		(585)		—		8,693
Total administrative and operating expenses		6		70,146		44,780		(15,749)		99,183
Total expenses		33,078		97,014		88,368		(51,303)		167,157
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(29,059)		20,483		55,123		—		46,547
Income tax provision (benefit)		(7,096)		5,086		12,566		—		10,556
Equity in income of consolidated subsidiaries accounted for under the equity method		57,954		42,557		—		(100,511)		—
NET INCOME	$	35,991	$	57,954	$	42,557	$	(100,511)	$	35,991
COMPREHENSIVE INCOME	$	54,463	$	76,426	$	57,858	$	(134,284)	$	54,463

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Statements of Comprehensive Income for the
	Six Months Ended June 30, 2020
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	270	$	95,750	$	—	$	96,020
Interest income on wholesale notes		—		(470)		29,611		—		29,141
Interest and other income from affiliates		10,248		93,162		142,425		(78,323)		167,512
Rental income on operating leases		—		97,401		26,793		—		124,194
Other income		—		43,731		804		(31,881)		12,654
Total revenues		10,248		234,094		295,383		(110,204)		429,521
EXPENSES
Interest expense:
Interest expense to third parties		93,377		(32,331)		83,570		—		144,616
Interest expense to affiliates		—		66,492		13,877		(78,323)		2,046
Total interest expense		93,377		34,161		97,447		(78,323)		146,662
Administrative and operating expenses:
Fees charged by affiliates		—		18,787		36,237		(31,881)		23,143
Provision for credit losses		—		8,030		27,107		—		35,137
Depreciation of equipment on operating leases		—		95,596		21,530		—		117,126
Other expenses		12		13,325		2,064		—		15,401
Total administrative and operating expenses		12		135,738		86,938		(31,881)		190,807
Total expenses		93,389		169,899		184,385		(110,204)		337,469
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(83,141)		64,195		110,998		—		92,052
Income tax provision (benefit)		(20,301)		15,835		25,450		—		20,984
Equity in income of consolidated subsidiaries accounted for under the equity method		133,908		85,548		—		(219,456)		—
NET INCOME	$	71,068	$	133,908	$	85,548	$	(219,456)	$	71,068
COMPREHENSIVE INCOME	$	37,509	$	100,349	$	56,343	$	(156,692)	$	37,509

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Balance Sheets as of June 30, 2020
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	—	$	80,003	$	76,845	$	—	$	156,848
Restricted cash and cash equivalents		—		—		494,169		—		494,169
Receivables, less allowance for credit losses		—		1,586,875		7,620,624		—		9,207,499
Affiliated accounts and notes receivable		1,138,196		2,213,531		2,740,107		(5,894,110)		197,724
Equipment on operating leases, net		—		1,391,813		369,448		—		1,761,261
Equipment held for sale		—		103,925		41,077		—		145,002
Investments in consolidated subsidiaries accounted for under the equity method		3,134,020		2,607,765		—		(5,741,785)		—
Goodwill and intangible assets, net		—		93,118		26,724		—		119,842
Other assets		7,095		83,881		15,398		(3,163)		103,211
TOTAL	$	4,279,311	$	8,160,911	$	11,384,392	$	(11,639,058)	$	12,185,556
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	1,351,644	$	140,343	$	3,295,465	$	—	$	4,787,452
Accounts payable and other accrued liabilities		280,332		3,657,483		1,154,726		(4,193,328)		899,213
Affiliated debt		—		724,716		979,229		(1,703,945)		—
Long-term debt		1,456,509		504,349		3,347,207		—		5,308,065
Total liabilities		3,088,485		5,026,891		8,776,627		(5,897,273)		10,994,730
Stockholder’s equity		1,190,826		3,134,020		2,607,765		(5,741,785)		1,190,826
TOTAL	$	4,279,311	$	8,160,911	$	11,384,392	$	(11,639,058)	$	12,185,556

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Statements of Cash Flows for the
	Six Months Ended June 30, 2020
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	342,354	$	354,027	$	(202,419)	$	(408,758)	$	85,204
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—		(3,893,382)		(3,865,751)		2,966,133		(4,793,000)
Collections of receivables		—		3,811,656		4,445,486		(2,966,526)		5,290,616
Purchase of equipment on operating leases, net		—		(27,568)		(22,021)		—		(49,589)
Change in property and equipment and software, net		—		(154)		—		—		(154)
Net cash from (used in) investing activities		—		(109,448)		557,714		(393)		447,873
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—		(636,774)		13,767		409,151		(213,856)
Net change in indebtedness		(252,354)		350,998		(481,092)		—		(382,448)
Dividends paid to CNH Industrial America LLC		(90,000)		—		—		—		(90,000)
Net cash from (used in) financing activities		(342,354)		(285,776)		(467,325)		409,151		(686,304)
DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		—		(41,197)		(112,030)		—		(153,227)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period		—		121,200		683,044		—		804,244
End of period	$	—	$	80,003	$	571,014	$	—	$	651,017

Table of Contents

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 June 30, 2019
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	7,708	$	49,404	$	—	$	57,112
Interest income on wholesale notes		—		(276)		17,269		—		16,993
Interest and other income from affiliates		15,482		52,420		36,572		(15,482)		88,992
Rental income on operating leases		—		47,253		13,239		—		60,492
Other income		—		21,172		652		(16,301)		5,523
Total revenues		15,482		128,277		117,136		(31,783)		229,112
EXPENSES
Interest expense:
Interest expense to third parties		52,749		(16,733)		48,973		—		84,989
Interest expense to affiliates		—		12,120		3,620		(15,482)		258
Total interest expense		52,749		(4,613)		52,593		(15,482)		85,247
Administrative and operating expenses:
Fees charged by affiliates		—		11,131		16,744		(16,301)		11,574
Provision for credit losses		—		5,366		7,731		—		13,097
Depreciation of equipment on operating leases		—		45,038		10,642		—		55,680
Other expenses		6		11,083		2,743		—		13,832
Total administrative and operating expenses		6		72,618		37,860		(16,301)		94,183
Total expenses		52,755		68,005		90,453		(31,783)		179,430
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(37,273)		60,272		26,683		—		49,682
Income tax provision (benefit)		(9,100)		14,832		6,166		—		11,898
Equity in income of consolidated subsidiaries accounted for under the equity method		65,957		20,517		—		(86,474)		—
NET INCOME	$	37,784	$	65,957	$	20,517	$	(86,474)	$	37,784
COMPREHENSIVE INCOME	$	46,056	$	74,229	$	27,633	$	(101,862)	$	46,056

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Statements of Comprehensive Income for the
	Six Months Ended June 30, 2019
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—	$	13,631	$	98,949	$	—	$	112,580
Interest income on wholesale notes		—		(534)		34,269		—		33,735
Interest and other income from affiliates		31,448		102,509		70,736		(31,448)		173,245
Rental income on operating leases		—		94,256		26,877		—		121,133
Other income		—		42,027		1,173		(32,712)		10,488
Total revenues		31,448		251,889		232,004		(64,160)		451,181
EXPENSES
Interest expense:
Interest expense to third parties		100,226		(28,086)		98,065		—		170,205
Interest expense to affiliates		—		57,643		(22,772)		(31,448)		3,423
Total interest expense		100,226		29,557		75,293		(31,448)		173,628
Administrative and operating expenses:
Fees charged by affiliates		—		22,993		33,674		(32,712)		23,955
Provision for credit losses		—		8,732		11,334		—		20,066
Depreciation of equipment on operating leases		—		94,928		21,672		—		116,600
Other expenses		12		10,357		5,890		—		16,259
Total administrative and operating expenses		12		137,010		72,570		(32,712)		176,880
Total expenses		100,238		166,567		147,863		(64,160)		350,508
Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(68,790)		85,322		84,141		—		100,673
Income tax provision (benefit)		(16,796)		21,064		19,410		—		23,678
Equity in income of consolidated subsidiaries accounted for under the equity method		128,989		64,731		—		(193,720)		—
NET INCOME	$	76,995	$	128,989	$	64,731	$	(193,720)	$	76,995
COMPREHENSIVE INCOME	$	92,095	$	144,089	$	76,907	$	(220,996)	$	92,095

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Balance Sheets as of December 31, 2019
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	—	$	121,200	$	53,766	$	—	$	174,966
Restricted cash and cash equivalents		—		—		629,278		—		629,278
Receivables, less allowance for credit losses		—		1,512,786		8,322,488		—		9,835,274
Affiliated accounts and notes receivable		1,549,666		2,257,928		2,553,665		(6,296,952)		64,307
Equipment on operating leases, net		—		1,394,706		388,577		—		1,783,283
Equipment held for sale		—		154,050		16,168		—		170,218
Investments in consolidated subsidiaries accounted for under the equity method		3,053,394		2,565,785		—		(5,619,179)		—
Goodwill and intangible assets, net		—		93,767		28,057		—		121,824
Other assets		4,236		58,048		16,209		(3,556)		74,937
TOTAL	$	4,607,296	$	8,158,270	$	12,008,208	$	(11,919,687)	$	12,854,087
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	1,136,455	$	33,200	$	3,620,517	$	—	$	4,790,172
Accounts payable and other accrued liabilities		283,748		3,449,690		1,261,411		(4,187,412)		807,437
Affiliated debt		—		1,361,490		965,462		(2,113,096)		213,856
Long-term debt		1,924,052		260,496		3,595,033		—		5,779,581
Total liabilities		3,344,255		5,104,876		9,442,423		(6,300,508)		11,591,046
Stockholder’s equity		1,263,041		3,053,394		2,565,785		(5,619,179)		1,263,041
TOTAL	$	4,607,296	$	8,158,270	$	12,008,208	$	(11,919,687)	$	12,854,087

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)


	Condensed Statements of Cash Flows for the
	Six Months Ended June 30, 2019
	CNH
	Industrial		Guarantor		All Other
	Capital LLC		Entities		Subsidiaries		Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	141,062	$	78,565	$	39,839	$	45,359	$	304,825
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—		(4,272,656)		(4,926,232)		3,659,309		(5,539,579)
Collections of receivables		—		4,222,643		4,802,932		(3,659,143)		5,366,432
Purchase of equipment on operating leases, net		—		(115,394)		(10,964)		—		(126,358)
Change in property and equipment and software, net		—		(1,916)		—		—		(1,916)
Net cash from (used in) investing activities		—		(167,323)		(134,264)		166		(301,421)
CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—		32,417		83,026		(45,525)		69,918
Net change in indebtedness		(16,062)		10		(145,935)		—		(161,987)
Dividends paid to CNH Industrial America LLC		(125,000)		—		—		—		(125,000)
Net cash from (used in) financing activities		(141,062)		32,427		(62,909)		(45,525)		(217,069)
DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		—		(56,331)		(157,334)		—		(213,665)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period		—		118,508		681,363		—		799,871
End of period	$	—	$	62,177	$	524,029	$	—	$	586,206

NOTE 13: SUBSEQUENT EVENTS

On July 2, 2020, the Company completed an offering of $600,000 in aggregate principal amount of its 1.950% unsecured notes due 2023, with an issue price of 99.370%.

Table of Contents

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

As previously disclosed, we face risks related to outbreaks of infectious diseases, including the ongoing Novel Coronavirus (“COVID-19”) pandemic. The challenges posed by the COVID-19 pandemic on the economy continued during the second quarter. The impact of economic uncertainty caused by COVID-19 led to an increase in our allowance for credit losses. COVID-19 has caused disruption and volatility in the capital markets and an economic slowdown. In response to COVID-19, national and local governments have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. The duration of these measures is unknown and may be extended, reimposed and/or additional measures may be imposed.

With respect to liquidity, we took several actions to bolster our financial condition and to reduce costs while supporting business operations through the COVID-19 pandemic. Some of these actions included limiting discretionary spending, temporarily furloughing employees, eliminating non-essential travel, delaying or reducing hiring activities and the agreement of the Company’s management team to reduce their compensation temporarily.

The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and suppliers and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time. We will continue to proactively respond to the situation and may take further actions that alter our business operations as may be required by governmental authorities, or that we determine are in the best interests of our employees and customers.

The COVID-19 pandemic has necessitated a careful balancing of our objective to minimize losses on existing retail receivables, with the needs of those customers hardest hit by the economic slowdown. Historically we have offered customers experiencing temporary financial hardship due to natural disasters and other calamities the ability to defer one or more payments. Those payments are then re-amortized later in the contract, generally within the original contract duration, and with some contemporaneous curtailment payment (each a “payment schedule change” or “PSC”). PSC approvals are based on our internal business rules, along with a risk-based analysis for each customer.

Similar to PSCs previously granted to victims of wildfires or hurricanes, we have granted PSCs to customers impacted by COVID-19, particularly in the construction industry, where many businesses were prevented from operating due to a governmental “non-essential business” designation. We continue to review each request for a PSC on an individual basis and only grant those requests that are consistent with our business rules and which will in our judgment minimize losses to our portfolio over time. Though there has been a significant increase in PSC activity over prior periods, PSCs continue to represent a small portion of our portfolio.


	One Month Ended						One Month Ended						One Month Ended
	April 30,						May 31,						June 30,
	2020			2019			2020			2019			2020			2019
Number of retail receivables with PSCs granted		1,773			116			1,679			170			701			188
Retail receivables with PSCs granted	$	92,615		$	9,901		$	86,242		$	11,248		$	33,617		$	13,957
Percentage of retail receivables with PSCs granted		1.55	%		0.16	%		1.43	%		0.18	%		0.55	%		0.22	%

Table of Contents

CNH Industrial has confirmed its intention to separate its “On-Highway” (commercial vehicles and powertrain) and “Off-Highway” (agriculture, construction and specialty vehicles) businesses while the original timeline for the implementation of the proposed separation will be extended as a consequence of the market conditions due to the COVID-19 pandemic.

Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. During the second quarter of 2020, the COVID-19 pandemic continued to negatively impact certain of CNH Industrial’s end-markets and operations. For the three months ended June 30, 2020, CNH Industrial’s net sales of agricultural equipment and net sales of construction equipment generated in North America were $896 million and $161 million, respectively, representing decreases of 19.1% and 58.8% from the same period in 2019, respectively. For the six months ended June 30, 2020, CNH Industrial’s net sales of agricultural equipment and net sales of construction equipment generated in North America were $1,725 million and $331 million, respectively, representing decreases of 12.3% and 52.3% from the same period in 2019, respectively.

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 may affect the majority of our portfolio.

Net income was $36.0 million and $71.1 million for the three and six months ended June 30, 2020, compared to $37.8 million and $77.0 million for the three and six months ended June 30, 2019. The decrease in net income for both periods was primarily due to a higher provision for credit losses and increased expenses related to the operating lease portfolio, partially offset by an increased net interest margin and lower income taxes. The receivables balance greater than 30 days past due as a percentage of managed receivables was 0.6%, 0.7% and 0.6% at June 30, 2020, December 31, 2019 and June 30, 2019, respectively.

In addition to the impacts from COVID-19 previously discussed, macroeconomic issues for us include the uncertainty of governmental actions with 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 and Six Months Ended June 30, 2020 Compared to Three and Six Months Ended June 30, 2019

Revenues

Revenues for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):


	Three Months Ended
	June 30,
	2020		2019		$ Change		% Change
Interest income on retail notes and finance leases	$	48,489	$	57,112	$	(8,623)	(15.1)	%
Interest income on wholesale notes		13,569		16,993		(3,424)	(20.1)
Interest and other income from affiliates		82,069		88,992		(6,923)	(7.8)
Rental income on operating leases		62,109		60,492		1,617	2.7
Other income		7,468		5,523		1,945	35.2
Total revenues	$	213,704	$	229,112	$	(15,408)	(6.7)	%


	Six Months Ended
	June 30,
	2020		2019		$ Change		% Change
Interest income on retail notes and finance leases	$	96,020	$	112,580	$	(16,560)	(14.7)	%
Interest income on wholesale notes		29,141		33,735		(4,594)	(13.6)
Interest and other income from affiliates		167,512		173,245		(5,733)	(3.3)
Rental income on operating leases		124,194		121,133		3,061	2.5
Other income		12,654		10,488		2,166	20.7
Total revenues	$	429,521	$	451,181	$	(21,660)	(4.8)	%

Table of Contents

Revenues totaled $213.7 million and $429.5 million for the three and six months ended June 30, 2020, respectively, compared to $229.1 million and $451.2 million for the same periods in 2019. The quarter-over-quarter and year-over-year decreases were primarily driven by lower average managed portfolios and slightly lower average yields. The average yield for the managed portfolio was 7.4% and 7.5% for the three months ended June 30, 2020 and 2019, respectively, and 7.4% and 7.5% for the six months ended June 30, 2020 and 2019, respectively.

Interest income on retail notes and finance leases for the three and six months ended June 30, 2020 was $48.5 million and $96.0 million, respectively, representing a decrease of $8.6 million and $16.5 million from the same periods in 2019, respectively. For the second quarter, the decrease was due to the unfavorable impacts of $6.1 million from lower interest rates and $2.5 million from lower average earning assets. For the six months ended June 30, 2020, compared to the same period in 2019, the decrease was due to the unfavorable impacts of $11.7 million from lower interest rates and $4.8 million from lower average earning assets.

Interest income on wholesale notes for the three and six months ended June 30, 2020 was $13.6 million and $29.1 million, respectively, representing a decrease of $3.4 million and $4.6 million from the same periods in 2019, respectively. For the second quarter, the decrease was primarily due to a $3.7 million unfavorable impact from lower interest rates, partially offset by a $0.3 million favorable impact from higher average earning assets. For the six months ended June 30, 2020, compared to the same period in 2019, the decrease was primarily due to a $5.4 million unfavorable impact from lower interest rates, partially offset by a $0.8 million favorable impact from higher average earning assets.

Interest and other income from affiliates for the three and six months ended June 30, 2020 was $82.1 million and $167.5 million, respectively, compared to $89.0 million and $173.2 million, respectively, for the three and six months ended June 30, 2019. For the three and six months ended June 30, 2020, compensation from CNH Industrial North America for retail low-rate financing programs and interest waiver programs offered to customers was $39.2 million and $80.4 million, respectively, a decrease of $1.1 million and an increase of $0.9 million from the same periods in 2019, respectively. Both the quarter-over-quarter decrease and the year-over-year increase were primarily due to pricing and mix of programs. For the three and six months ended June 30, 2020, compensation from CNH Industrial North America for wholesale marketing programs was $27.1 million and $56.1 million, respectively, a decrease of $5.2 million and $6.3 million from the same periods in 2019, respectively. The decreases were primarily due to lower CNH Industrial North America volumes. For select operating leases, compensation from CNH Industrial North America for the difference between market rental rates and the amounts paid by customers was $15.6 million and $30.8 million for the three and six months ended June 30, 2020, an increase of $0.5 million and $0.7 million from the same periods in 2019, respectively. Also included in interest and other income from affiliates was $1.2 million of wholesale factoring income for the three and six months ended June 30, 2019.

Rental income on operating leases for the three and six months ended June 30, 2020 was $62.1 million and $124.2 million, representing an increase of $1.6 million and $3.1 million from the same periods in 2019, respectively. The second quarter increase was due to the favorable impacts of $1.4 million from higher average earning assets and $0.2 million from higher interest rates. For the six months ended June 30, 2020, compared to the same period in 2019, the increase was primarily due to a $3.3 million favorable impact from higher average earning assets, partially offset by a $0.2 million unfavorable impact from lower rates.

Other income for the three and six months ended June 30, 2020 was $7.5 million and $12.7 million, representing an increase of $1.9 million and $2.2 million from the same periods in 2019, respectively.

Expenses

Expenses for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):


	Three Months Ended
	June 30,
	2020		2019		$ Change		% Change
Total interest expense	$	67,974	$	85,247	$	(17,273)	(20.3)	%
Fees charged by affiliates		10,995		11,574		(579)	(5.0)
Provision for credit losses		20,659		13,097		7,562	57.7
Depreciation of equipment on operating leases		58,836		55,680		3,156	5.7
Other expenses		8,693		13,832		(5,139)	(37.2)
Total expenses	$	167,157	$	179,430	$	(12,273)	(6.8)	%

Table of Contents


	Six Months Ended
	June 30,
	2020		2019		$ Change		% Change
Total interest expense	$	146,662	$	173,628	$	(26,966)	(15.5)	%
Fees charged by affiliates		23,143		23,955		(812)	(3.4)
Provision for credit losses		35,137		20,066		15,071	75.1
Depreciation of equipment on operating leases		117,126		116,600		526	0.5
Other expenses		15,401		16,259		(858)	(5.3)
Total expenses	$	337,469	$	350,508	$	(13,039)	(3.7)	%

Interest expense totaled $68.0 million and $146.7 million for the three and six months ended June 30, 2020, respectively, compared to $85.2 million and $173.6 million for the same periods in 2019. For the three months ended June 30, 2020, the decrease was due to the favorable impacts of $13.5 million from lower average interest rates and $3.8 million from lower average total debt. For the six months ended June 30, 2020, the decrease was due to the favorable impacts of $21.3 million from lower average interest rates and $5.7 million from lower average total debt. The average debt cost was 2.9% for the six months ended June 30, 2020 compared to 3.3% for the six months ended June 30, 2019.

The provision for credit losses was $20.7 million and $35.1 million for the three and six months ended June 30, 2020, respectively, compared to $13.1 million and $20.1 million for the same periods in 2019. The increases in the provision for credit losses in 2020 includes a reserve build primarily due to a weaker economic outlook related to the COVID-19 pandemic.

Depreciation of equipment on operating leases was $58.8 million and $117.1 million for the three and six months ended June 30, 2020, respectively, compared to $55.7 million and $116.6 million for the same periods in 2019. The increase for the three and six months ended June 30, 2020, compared to the same periods in 2019, was primarily due to a higher average operating lease portfolio.

Other expenses were $8.7 million and $15.4 million for the three and six months ended June 30, 2020, respectively, compared to $13.8 million and $16.3 million for the same periods in 2019. For the three months ended June 30, 2020, compared to the same period in 2019, the decrease was due to lower foreign exchange.

Receivables and Equipment on Operating Leases Originated and Held

Receivables and equipment on operating lease originations for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):


	Three Months Ended
	June 30,
	2020		2019		$ Change		% Change
Retail	$	771,381	$	703,361	$	68,020	9.7	%
Wholesale		1,702,633		2,283,432		(580,799)	(25.4)
Wholesale factoring		—		64,941		(64,941)	(100.0)
Equipment on operating leases		138,279		171,666		(33,387)	(19.4)
Total originations	$	2,612,293	$	3,223,400	$	(611,107)	(19.0)	%


	Six Months Ended
	June 30,
	2020		2019		$ Change		% Change
Retail	$	1,388,523	$	1,356,669	$	31,854	2.3	%
Wholesale		3,404,477		4,038,870		(634,393)	(15.7)
Wholesale factoring		—		144,040		(144,040)	(100.0)
Equipment on operating leases		273,464		347,175		(73,711)	(21.2)
Total originations	$	5,066,464	$	5,886,754	$	(820,290)	(13.9)	%

Table of Contents

The quarter-over-quarter and year-over-year increase in retail originations was primarily due to increased penetration. The quarter-over-quarter and year-over-year decrease in wholesale originations was primarily due to a decrease in unit sales of CNH Industrial North America equipment, while the quarter-over-quarter and year-over-year decrease in operating lease originations was primarily due to programming.

Total receivables and equipment on operating leases held as of June 30, 2020, December 31, 2019 and June 30, 2019 were as follows (dollars in thousands):


	June 30,		December 31,		June 30,
	2020		2019		2019
Retail	$	6,076,780	$	6,268,251	$	6,364,938
Wholesale		3,250,544		3,639,774		3,818,196
Wholesale factoring		—		—		84,474
Equipment on operating leases		1,761,261		1,783,283		1,724,634
Total receivables and equipment on operating leases	$	11,088,585	$	11,691,308	$	11,992,242

The total retail receivables balance greater than 30 days past due as a percentage of the retail receivables was 0.8% at June 30, 2020, 1.0% at December 31, 2019 and 0.9% at June 30, 2019. The total wholesale receivables balance greater than 30 days past due as a percentage of the wholesale receivables was not significant at June 30, 2020, December 31, 2019 or June 30, 2019. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $38.7 million, $37.2 million and $33.6 million at June 30, 2020, December 31, 2019 and June 30, 2019, respectively. Total wholesale receivables on nonaccrual status were $25.3 million, $29.2 million and $3.9 million at June 30, 2020, December 31, 2019 and June 30, 2019, respectively.

Total receivable charge-off amounts and recoveries, by product, for the three and six months ended June 30, 2020 and 2019 were as follows (dollars in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Charge-offs:
Retail	$	6,947	$	9,189	$	14,784	$	16,566
Wholesale		33		—		212		2,165
Total charge-offs		6,980		9,189		14,996		18,731
Recoveries:
Retail		(600)		(1,369)		(1,327)		(1,676)
Wholesale		—		(3)		(3)		(9)
Total recoveries		(600)		(1,372)		(1,330)		(1,685)
Charge-offs, net of recoveries:
Retail		6,347		7,820		13,457		14,890
Wholesale		33		(3)		209		2,156
Total charge-offs, net of recoveries	$	6,380	$	7,817	$	13,666	$	17,046

Our allowance for credit losses on all receivables financed totaled $119.8 million at June 30, 2020, $72.8 million at December 31, 2019 and $77.6 million at June 30, 2019. The allowance for credit losses includes $26 million recorded at January 1, 2020 upon the adoption of ASC 326.

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, forward looking macroeconomic factors (in particular, those conditions directly affecting the profitability and financial strength of our customers), and collateral value. No single factor determines the adequacy of the allowance. Different assumptions or changes in forward looking economic assumptions 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 June 30, 2020.

Table of Contents

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 purchase new receivables.

In addition, we have secured and unsecured facilities, commercial paper, unsecured bonds, affiliate borrowings and cash to fund our liquidity needs.

Cash Flows

For the six months ended June 30, 2020 and 2019, our cash flows were as follows (dollars in thousands):


	2020		2019
Cash flows from (used in):
Operating activities	$	85,204	$	304,825
Investing activities		447,873		(301,421)
Financing activities		(686,304)		(217,069)
Net cash increase (decrease)	$	(153,227)	$	(213,665)

Operating activities in the six months ended June 30, 2020 generated cash of $85 million, resulting primarily from net income of $71 million, adjusted by depreciation and amortization of $118 million and provision for credit losses of $35 million, partially offset by $4 million in deferred tax benefits and changes in working capital of $135 million. The decrease in cash provided by operating activities for the six months ended June 30, 2020 compared to the same period in 2019 was primarily due to $196 million related to changes in working capital, a $33 million change in deferred income tax adjustment and a $6 million decrease in net income, partially offset by a $15 million increase in provision for credit losses.

Investing activities in the six months ended June 30, 2020 generated cash of $448 million, resulting primarily from a net reduction in receivables of $498 million, partially offset by $50 million in net expenditures for equipment on operating leases. The increase in cash provided by investing activities for the six months ended June 30, 2020 compared to the same period in 2019 was primarily due to a $671 million decrease in net expenditures for receivables, a $77 million decrease in net expenditures for equipment on operating leases and a $1 million decrease in expenditures for property, equipment and software.

Financing activities in the six months ended June 30, 2020 used cash of $686 million, resulting primarily from net cash paid on short-term borrowings, affiliated debt and long-term debt of $304 million, $214 million and $78 million, respectively, and $90 million in dividends paid to CNH Industrial America. The increase in cash used in financing activities in the six months ended June 30, 2020 compared to the same period in 2019 was primarily due to an increase in net cash paid on affiliated debt, short-term borrowings and long-term debt of $284 million, $156 million and $64 million, respectively, partially offset by lower dividends of $35 million paid to CNH Industrial America.

Securitization

CNH Industrial Capital and its predecessor entities have been securitizing receivables since 1992. This market is a cost-effective financing source and allows access to a wide investor base. CNH Industrial Capital had approximately $5.1 billion of public and private asset-backed securities outstanding in both the U.S. and Canada as of June 30, 2020. Our securitizations are treated as financing arrangements for accounting purposes.

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 $3.0 billion at June 30, 2020, with original borrowing maturities of up to two years. The unused availability under the facilities varies during

Table of Contents

the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At June 30, 2020, approximately $1.2 billion of funding was available for use under these facilities.

Unsecured Facilities and Debt

Committed unsecured facilities with banks as of June 30, 2020 totaled $824 million. These credit facilities, which are eligible for renewal at various future dates, are used primarily for working capital and other general corporate purposes. As of June 30, 2020, we had $424 million outstanding under these credit facilities. Included in the remaining available credit commitments is $251 million maintained primarily to provide backup liquidity for commercial paper borrowings.

Our outstanding commercial paper totaled $251 million as of June 30, 2020.

As of June 30, 2020, our unsecured senior notes were as follows (dollars in thousands):


4.375% notes, due 2020	$	600,000
4.875% notes, due 2021		500,000
3.875% notes, due 2021		400,000
4.375% notes, due 2022		500,000
4.200% notes, due 2024		500,000
Hedging, discounts and unamortized issuance costs		59,536
Total	$	2,559,536

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

Credit Ratings

Our ability to obtain funding is affected by credit ratings of our debt, which are closely related to the outlook for and the financial condition of CNHI, and the nature and availability of our support agreement with CNHI.

To access public debt capital markets, we rely on credit rating agencies to assign short-term and long-term credit ratings to our securities as an indicator of credit quality for fixed income investors. A credit rating agency may change or withdraw our ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets.

The senior long-term and short-term debt ratings and outlook currently assigned to our unsecured debt securities by the rating agencies engaged by us are the same as those for CNHI. Those ratings as of June 30, 2020 were as follows:


	Senior Long-Term	Short-Term	Outlook
S&P Global Ratings	BBB	A-2	Stable
Fitch Ratings	BBB-	F3	Stable
Moody's Investors Service	Baa3	-	Stable

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 had affiliated debt of $214 million as of December 31, 2019.

Equity Position

Our equity position also supports our ability to access various funding sources. Our stockholder’s equity was $1.2 billion at June 30, 2020 and $1.3 billion at December 31, 2019. For the six months ended June 30, 2020, CNH Industrial Capital LLC paid cash dividends of $90 million to CNH Industrial America.

Table of Contents

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.

The liquidity available for use varies due to: (a) changes in origination volumes, reflecting the financing needs of our customers, and is influenced by the timing of any refinancing of underlying receivables; and (b) the execution of our funding strategy of maintaining a sufficient level of liquidity and flexible access to a wide variety of financial instruments including both committed and uncommitted, unsecured facilities.

Other Data


	As of or for the
	Six Months Ended June 30,
	2020			2019

	(Dollars in thousands)
Total managed receivables	$	9,327,324		$	10,267,608
Operating lease equipment		1,761,261			1,724,634
Total managed portfolio	$	11,088,585		$	11,992,242
Delinquency ⁽¹⁾		0.56	%		0.60	%
Average managed receivables	$	9,756,962		$	9,986,123
Net credit loss ⁽²⁾		0.35	%		0.35	%
Profitability: (3)
Return on average managed portfolio ⁽⁴⁾		1.26	%		1.32	%
Asset Quality:
Allowance for credit losses/total receivables ⁽⁵⁾		1.28	%		0.76	%

(1)

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.

(2)

Net credit losses on the managed receivables means charge-offs, net of recoveries, for the preceding 12 months expressed as a percentage of the respective average managed receivables.

(3)

Six months ended June 30, 2020 and 2019 annualized.

(4)

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

(5)

The Company’s adoption of ASC 326 on January 1, 2020 measures the allowance based on management’s estimate of the lifetime expected credit losses inherent in the receivables owned by the Company. Prior periods presented reflect measurement of the allowance based on management’s estimate of probable incurred credit losses. See Note 2: New Accounting Pronouncements to this Form 10 Q .

Cautionary Note Regarding Forward-Looking Statements

This quarterly report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact contained in this filing, including statements regarding our future responses to and effects of the COVID-19 pandemic; 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

Table of Contents

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; the unknown duration and economic, operational and financial impacts of the COVID-19 pandemic; 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 protectionist trade policies such as higher tariffs, sanctions, import quotas, capital controls and new barriers to entry or consequent reactions by other governments against such policies; costs related to litigation or regulatory actions; 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 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; the duration and scope of the COVID-19 pandemic and governmental, business and individuals’ response thereto; 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. 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 our 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, 2019 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 June 30, 2020, except for the adoption of ASC 326 on January 1, 2020, which impacted our allowance for credit losses. See Note 2: New Accounting Pronouncements to this Form 10-Q.

New Accounting Pronouncements Not Yet Adopted

See Note 2: New Accounting Pronouncements to this Form 10-Q.

Table of Contents

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 June 30, 2020. 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 June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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

There have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K (Part I, Item 1A) and our quarterly report for the quarter ended March 31, 2020 filed with the SEC on Form 10-Q (Part II, Item 1A) on May 8, 2020 (“Q1 2020 Form 10-Q”). The risks described in the annual report on Form 10-K, the Q1 2020 Form 10-Q and in the “Cautionary Note Regarding Forward Looking Statements” within this report are not the only risks faced by us. Additional risks and uncertainties not currently known or that are currently judged to be immaterial may also materially affect our business, financial condition or operating results.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit		Description
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 and six months ended June 30, 2020 and 2019, (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019, (iii) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019, (v) Consolidated Statements of Changes in Stockholder’s Equity for the six months ended June 30, 2020 and 2019 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.

Pursuant to Item 601(b)(4)(iii) of Regulation S K, copies of instruments defining the rights of holders of certain long term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.

Table of Contents

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: August 4, 2020	By:	/s/ Carlo Alberto Sisto

		Name:	Carlo Alberto Sisto
		Title:	Chairman and President

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	H.S. freshman Avg

CNH Industrial Capital 10-Q2020 Q2 Quarterly report

Content analysis