United States securities and exchange commission logo
July 29, 2020
Oddone Incisa
Chief Financial Officer
CNH Industrial N.V.
25 St. James's Street
London, SW1A 1HA
United Kingdom
Re: Form 20-F for the
Fiscal Year Ended December 31, 2019
Filed March 3, 2020
File No. 001-36085
Dear Mr. Incisa:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019
Notes to Consolidated Financial Statements
Note 11. Income Taxes, page F-34
1. Please provide us with
your analysis supporting the release of your Italian valuation
allowance including the
positive and negative evidence considered and how you weighted
such evidence. Refer to
ASC 740-10-30-17 through 30-25. We note from disclosure in
the Form 6-K furnished
on November 12, 2019 that the planned spin-off of your On-
Highway operation was
considered as part of your analysis. As the spin-off is subject to
shareholder approval,
please tell us how you considered management's ability to control
the planned transaction
in your analysis. Refer to ASC 740-10-30-19. Further, in future
filings, please revise
your Operating and Financial Review Prospects disclosure to discuss
the specific
circumstances that led to the release and the circumstances that could
reasonably cause you to
adjust your valuation allowance in the future. Refer to Section
III.B.3 of SEC Release
No. 33-8350.
Oddone Incisa
CNH Industrial N.V.
July 29, 2020
Page 2
Note 20: Segment Reporting, page F-60
2. We note your reconciliation from Net income to Adjusted EBITDA does
not comply with
ASC 280-10-50-30. Please reconcile the total of the reportable
segments measures of
profit or loss to consolidated income before income taxes.
3. Your disclosures indicate that the chief operating decision maker
(CODM) uses EBIT and
EBITDA to assess segment performance and make decisions about resource
allocation. If
the CODM uses more than one measure of a segment's profit or loss, the
reported (single)
measure shall be the one that management believes is determined in
accordance with the
measurement principles most consistent with those used in measuring
the corresponding
amount in your consolidated financial statements. Refer to ASC
280-10-50-28. Please tell
us your consideration of disclosing only one measure of segment profit
or loss.
4. We also note your disclosure that the CODM assesses the performance of
the Financial
Services segment using net income. However, we note that you do not
disclose Financial
Services net income in your segment footnote but instead disclose EBIT
and EBITDA.
Please tell us which measure is the segment measure of performance for
the Financial
Services segment and how your disclosures comply with ASC 280-10-50-22
and -28. If
net income is the segment measure of performance, EBIT and EBITDA for
the Financial
Services segment would be considered non-GAAP measures and should be
removed from
the footnotes. See Item 10(e)(1)(ii) of Regulation S-K. Also, refer to
Section 104 of the
Non-GAAP Compliance and Disclosure Interpretations.
5. Considering the nature of the Financial Services segment, please
disclose interest income
and interest expense separately for this segment. Refer to ASC
280-10-50-22.
6. We note the presentations here are the same as those on page 36.
Notwithstanding the
comments noted above, any additional segment profit or loss measures
that are presented
outside of the financial statements and footnotes are non-GAAP
measures and the
disclosures should comply with Item 10(e) of Regulation S-K.
Note 22. Supplemental Information, page F-65
7. Please tell us why you include the supplemental schedules in the
footnotes to the financial
statements. As part of your response, explain your basis for including
the Financial
FirstName LastNameOddone Incisa
Services segment using the equity method of accounting in your
presentation of Industrial
Comapany NameCNH
Services. PleaseIndustrial N.V.
tell us how you considered Question 100.04 of the
Non-GAAP
July 29,Compliance
2020 Page 2and Disclosure Interpretations.
FirstName LastName
Oddone Incisa
FirstName LastNameOddone Incisa
CNH Industrial N.V.
Comapany
July NameCNH Industrial N.V.
29, 2020
July 29,
Page 3 2020 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology