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TABLE OF CONTENTS

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-Q




ý

 

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

For the quarterly period ended September 30, 2015

or

o

 

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

For the transition period from                to              

Commission File Number: 000-55510

CNH INDUSTRIAL CAPITAL LLC
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
      39-1937630
(I.R.S. Employer
Identification Number)

5729 Washington Avenue
Racine, Wisconsin

(Address of principal
executive offices)

 

(262) 636-6011
(Registrant's telephone number,
including area code)

 

53406
(Zip code)

        Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes    o No

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes    o No

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

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

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

        As of September 30, 2015, 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 Nine Months Ended September 30, 2015 and 2014 (Unaudited)

 

 

1

 

 

 

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited)

 

 

2

 

 

 

Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 (Unaudited)

 

 

3

 

 

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (Unaudited)

 

 

5

 

 

 

Consolidated Statements of Changes in Stockholder's Equity for the Nine Months Ended September 30, 2015 and 2014 (Unaudited)

 

 

6

 

 

 

Condensed Notes to Consolidated Financial Statements (Unaudited)

 

 

7

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

41

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

*

 

Item 4.

 

Controls and Procedures

 

 

50

 

PART II. OTHER INFORMATION

 

Item 1.

 

Legal Proceedings

 

 

51

 

Item 1A.

 

Risk Factors

 

 

51

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

*

 

Item 3.

 

Defaults Upon Senior Securities

 

 

*

 

Item 4.

 

Mine Safety Disclosures

 

 

51

 

Item 5.

 

Other Information

 

 

51

 

Item 6.

 

Exhibits

 

 

51

 

*
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 NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Dollars in thousands)

(Unaudited)

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

REVENUES

                         

Interest income on retail notes and finance leases          

  $ 55,067   $ 50,718   $ 157,218   $ 150,334  

Interest income on wholesale notes

    18,915     20,086     58,300     52,913  

Interest and other income from affiliates

    100,619     105,872     306,267     324,971  

Rental income on operating leases

    55,110     43,025     156,096     119,228  

Other income

    7,284     14,259     19,241     41,266  

Total revenues

    236,995     233,960     697,122     688,712  

EXPENSES

                         

Interest expense:

                         

Interest expense to third parties

    70,960     66,040     199,853     190,414  

Interest expense to affiliates

    2,149     8,075     19,462     17,498  

Total interest expense

    73,109     74,115     219,315     207,912  

Administrative and operating expenses:

                         

Fees charged by affiliates

    11,814     13,288     36,693     39,619  

Provision for credit losses, net

    6,403     4,591     17,540     11,979  

Depreciation of equipment on operating leases          

    49,622     37,475     140,294     101,026  

Other expenses

    14,280     16,039     30,936     36,590  

Total administrative and operating expenses          

    82,119     71,393     225,463     189,214  

Total expenses

    155,228     145,508     444,778     397,126  

INCOME BEFORE TAXES

    81,767     88,452     252,344     291,586  

Income tax provision

    26,913     29,762     85,861     97,167  

NET INCOME

    54,854     58,690     166,483     194,419  

Net income attributed to noncontrolling interest

        (273 )   (259 )   (935 )

NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 54,854   $ 58,417   $ 166,224   $ 193,484  

   

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

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Dollars in thousands)

(Unaudited)

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

NET INCOME

  $ 54,854   $ 58,690   $ 166,483   $ 194,419  

Other comprehensive income (loss):

                         

Foreign currency translation adjustment

    (47,836 )   (32,256 )   (92,433 )   (33,894 )

Pension liability adjustment

    99     92     272     249  

Change in unrealized gains on retained interests          

                (244 )

Change in derivative financial instruments

    479     683     (87 )   2,146  

Total other comprehensive income (loss)

    (47,258 )   (31,481 )   (92,248 )   (31,743 )

COMPREHENSIVE INCOME (LOSS)

    7,596     27,209     74,235     162,676  

Less: comprehensive income attributable to noncontrolling interest

        (273 )   (259 )   (935 )

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 7,596   $ 26,936   $ 73,976   $ 161,741  

   

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

2


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(Dollars in thousands)

(Unaudited)

 
  September 30,
2015
  December 31,
2014
 

ASSETS

             

Cash and cash equivalents

 
$

417,230
 
$

347,987
 

Restricted cash

    631,540     858,825  

Receivables, less allowance for credit losses of $96,746 and $95,542, respectively

    11,878,984     12,789,027  

Affiliated accounts and notes receivable

    120,965     58,731  

Equipment on operating leases, net

    1,696,358     1,458,325  

Equipment held for sale

    180,762     129,700  

Goodwill

    108,792     112,851  

Other intangible assets, net

    7,380     8,355  

Other assets

    69,518     145,764  

TOTAL

  $ 15,111,529   $ 15,909,565  

LIABILITIES AND STOCKHOLDER'S EQUITY

             

Liabilities:

   
 
   
 
 

Short-term debt (including current maturities of long-term debt)

  $ 5,087,509   $ 4,632,208  

Accounts payable and other accrued liabilities

    705,862     645,941  

Affiliated debt

        862,445  

Long-term debt

    7,843,429     8,193,039  

Total liabilities

    13,636,800     14,333,633  

Commitments and contingent liabilities (Note 10)

             

Stockholder's equity:

   
 
   
 
 

Member's capital

         

Paid-in capital

    843,779     843,250  

Accumulated other comprehensive income (loss)

    (142,176 )   (49,928 )

Retained earnings

    773,126     746,758  

Total CNH Industrial Capital LLC stockholder's equity

    1,474,729     1,540,080  

Noncontrolling interest

        35,852  

Total stockholder's equity

    1,474,729     1,575,932  

TOTAL

  $ 15,111,529   $ 15,909,565  

   

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014

(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 only those assets that can be used to settle obligations of consolidated VIEs. The liabilities in the table include third-party liabilities of the consolidated VIEs, for which creditors do not have recourse to the general credit of CNH Industrial Capital LLC.

 
  September 30,
2015
  December 31,
2014
 

Restricted cash

  $ 631,440   $ 858,725  

Receivables, less allowance for credit losses of $80,018 and $78,960, respectively

    9,260,937     9,266,204  

Equipment on operating leases, net

        83,195  

TOTAL

  $ 9,892,377   $ 10,208,124  

Short-term debt (including current maturities of long-term debt)

  $ 4,337,509   $ 3,853,058  

Long-term debt

    5,411,558     5,839,213  

TOTAL

  $ 9,749,067   $ 9,692,271  

   

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Dollars in thousands)

(Unaudited)

 
  2015   2014  

CASH FLOWS FROM OPERATING ACTIVITIES

             

Net income

  $ 166,483   $ 194,419  

Adjustments to reconcile net income to net cash from operating activities:          

             

Depreciation on property and equipment and equipment on operating leases

    140,320     101,056  

Amortization of intangibles

    1,100     813  

Provision for credit losses, net

    17,540     11,979  

Deferred income tax expense

    39,134     15,483  

Stock compensation expense

    529     820  

Changes in components of working capital:

             

Change in affiliated accounts and notes receivables

    (66,203 )   97,827  

Change in other assets and equipment held for sale

    77,850     (103,879 )

Change in accounts payable and other accrued liabilities

    43,486     39,449  

Net cash from (used in) operating activities

    420,239     357,967  

CASH FLOWS FROM INVESTING ACTIVITIES

             

Cost of receivables acquired

    (9,881,255 )   (14,143,016 )

Collections of receivables

    10,487,891     12,573,528  

Change in restricted cash

    210,465     110,746  

Purchase of equipment on operating leases

    (691,739 )   (645,319 )

Proceeds from disposal of equipment on operating leases

    215,849     208,158  

Capital expenditures for property and equipment and software

    (125 )   (221 )

Net cash from (used in) investing activities

    341,086     (1,896,124 )

CASH FLOWS FROM FINANCING ACTIVITIES

             

Proceeds from issuance of affiliated debt

    1,291,206     1,732,223  

Payment of affiliated debt

    (2,153,651 )   (995,044 )

Proceeds from issuance of long-term debt

    3,883,138     2,915,590  

Payment of long-term debt

    (3,778,533 )   (2,168,473 )

Change in short-term borrowings, net

    241,725     (355,951 )

Dividends paid to CNH Industrial America LLC

    (115,000 )   (90,000 )

Preferred dividend paid to CNH Industrial Canada Ltd. 

    (551 )    

Redemption of preferred stock of subsidiary

    (60,416 )    

Net cash from (used in) financing activities

    (692,082 )   1,038,345  

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    69,243     (499,812 )

CASH AND CASH EQUIVALENTS

   
 
   
 
 

Beginning of period

    347,987     697,608  

End of period

  $ 417,230   $ 197,796  

CASH PAID DURING THE PERIOD FOR INTEREST

  $ 201,855   $ 183,680  

CASH PAID DURING THE PERIOD FOR TAXES

  $ 36,052   $ 150,470  

   

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Dollars in thousands)

(Unaudited)

 
  Company Stockholder    
   
 
 
  Member's
Capital
  Paid-in
Capital
  Accumulated
Other
Comprehensive
(Loss) Income
  Retained
Earnings
  Non-
Controlling
Interest
  Total  

BALANCE—January 1, 2014

  $   $ 842,182   $ 6,072   $ 603,735   $ 58,428   $ 1,510,417  

Net income

   
   
   
   
193,484
   
935
   
194,419
 

Dividend paid to CNH Industrial America LLC

                (90,000 )       (90,000 )

Foreign currency translation adjustment

            (33,894 )           (33,894 )

Stock compensation

        820                 820  

Pension liability adjustment, net of tax

            249             249  

Change in unrealized gain on retained interests, net of tax

            (244 )           (244 )

Change in derivative financial instruments, net of tax

            2,146             2,146  

BALANCE—September 30, 2014

  $   $ 843,002   $ (25,671 ) $ 707,219   $ 59,363   $ 1,583,913  

BALANCE—January 1, 2015

  $   $ 843,250   $ (49,928 ) $ 746,758   $ 35,852   $ 1,575,932  

Net income

   
   
   
   
166,224
   
259
   
166,483
 

Dividends paid to CNH Industrial America LLC

                (115,000 )       (115,000 )

Preferred dividend paid to CNH Industrial Canada Ltd

                    (551 )   (551 )

Redemption of preferred stock of subsidiary

                (24,856 )   (35,560 )   (60,416 )

Foreign currency translation adjustment

            (92,433 )           (92,433 )

Stock compensation

        529                 529  

Pension liability adjustment, net of tax

            272             272  

Change in derivative financial instruments, net of tax

            (87 )           (87 )

BALANCE—September 30, 2015

  $   $ 843,779   $ (142,176 ) $ 773,126   $   $ 1,474,729  

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

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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, with its principal office at 25 St. James's Street, London, SW1A 1HA, United Kingdom. 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.

        Effective October 24, 2014, CNH Industrial Capital closed on a series of agreements with Citibank, N.A. and certain affiliates of Citibank, N.A. (together, "Citi"), pursuant to which Citi acquired CNH Industrial Capital's portfolio of commercial revolving accounts ("CRA") receivables. Pursuant to these agreements, Citi offers a private-label CRA product through CNH Industrial dealers in North America.

        The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information, which should be read in conjunction with the audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2014. 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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 1: BASIS OF PRESENTATION (Continued)

and disclosure of contingent assets and liabilities and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the allowance for credit losses and residual values of equipment on operating leases. Actual results could differ from those estimates.

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB approved deferring the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The FASB also permitted ASU 2014-09 to be adopted early, but not before the original effective date of annual periods beginning after December 15, 2016. The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its financial position, results of operations and cash flows.

        In August 2014, the FASB issued ASU No. 2014-15, Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. An entity must also provide certain disclosures if there is "substantial doubt" about the entity's ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The Company does not believe the adoption of this standard will have a material impact on its financial position or results of operations.

        In February 2015, the FASB issued ASU No. 2015-02, Consolidation ("ASU 2015-02"). ASU 2015-02 is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability companies and securitized structures. The new standard eliminates the previous deferral in Accounting Standards Codification 810, which allowed reporting entities with interests in certain investment funds to follow previously issued consolidations guidance, and makes changes to both the variable interest model and the voting model. ASU 2015-02 is effective for annual periods ending after December 15, 2015. The Company is currently assessing the impact of the adoption of ASU 2015-02 on its financial position, results of operations and cash flows.

        In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest ("ASU 2015-03"). ASU 2015-03 is intended to simplify the presentation of debt issuance costs. The new standard requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 is

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS (Continued)

effective for annual and interim periods beginning after December 15, 2015. The Company does not believe the adoption of this standard will have a material impact on its financial position or results of operations.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive income ("AOCI") is comprised of net income and other adjustments, including foreign currency translation adjustments, pension plan adjustments, changes in fair value of the retained interests in the off-book retail transactions and changes in the fair value of certain derivative financial instruments qualifying as cash flow hedges. The Company does not provide income taxes on currency translation adjustments ("CTA"), as the historical earnings from the Company's foreign subsidiaries are considered to be permanently reinvested. If current year earnings are repatriated, the amount to be repatriated is determined in U.S. dollars and converted to the equivalent amount of foreign currency at the time of repatriation; therefore, the repatriation of current year earnings will not have an impact on the CTA component of the Company's AOCI balance.

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the three months ended September 30, 2015:

 
  Currency
Translation
Adjustment
  Pension
Liability
  Unrealized
Losses on
Derivatives
  Total  

Beginning balance, gross

  $ (87,657 ) $ (6,159 ) $ (4,694 ) $ (98,510 )

Tax asset (liability)

        2,248     1,344     3,592  

Beginning balance, net of tax

    (87,657 )   (3,911 )   (3,350 )   (94,918 )

Other comprehensive income (loss) before reclassifications

    (47,836 )   (30 )   (816 )   (48,682 )

Amounts reclassified from accumulated other comprehensive income (loss)

        183     1,563     1,746  

Tax effects

        (54 )   (268 )   (322 )

Net current-period other comprehensive income (loss)

    (47,836 )   99     479     (47,258 )

BALANCE at September 30, 2015

  $ (135,493 ) $ (3,812 ) $ (2,871 ) $ (142,176 )

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the nine months ended September 30, 2015:

 
  Currency
Translation
Adjustment
  Pension
Liability
  Unrealized
Losses on
Derivatives
  Total  

Beginning balance, gross

  $ (43,060 ) $ (6,425 ) $ (4,099 ) $ (53,584 )

Tax asset (liability)

        2,341     1,315     3,656  

Beginning balance, net of tax

    (43,060 )   (4,084 )   (2,784 )   (49,928 )

Other comprehensive income (loss) before reclassifications

    (92,433 )   (130 )   (3,334 )   (95,897 )

Amounts reclassified from accumulated other comprehensive income (loss)

        549     3,487     4,036  

Tax effects

        (147 )   (240 )   (387 )

Net current-period other comprehensive income (loss)

    (92,433 )   272     (87 )   (92,248 )

BALANCE at September 30, 2015

  $ (135,493 ) $ (3,812 ) $ (2,871 ) $ (142,176 )

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the three months ended September 30, 2014:

 
  Currency
Translation
Adjustment
  Pension
Liability
  Unrealized
Gains on
Retained
Interests
  Unrealized
Losses on
Derivatives
  Total  

Beginning balance, gross

  $ 13,124   $ (5,643 ) $   $ (5,530 ) $ 1,951  

Tax asset (liability)

        2,058         1,801     3,859  

Beginning balance, net of tax

    13,124     (3,585 )       (3,729 )   5,810  

Other comprehensive income (loss) before reclassifications

    (32,256 )           128     (32,128 )

Amounts reclassified from accumulated other comprehensive income (loss)

        143         878     1,021  

Tax effects

        (51 )       (323 )   (374 )

Net current-period other comprehensive income (loss)

    (32,256 )   92         683     (31,481 )

BALANCE at September 30, 2014

  $ (19,132 ) $ (3,493 ) $   $ (3,046 ) $ (25,671 )

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the nine months ended September 30, 2014:

 
  Currency
Translation
Adjustment
  Pension
Liability
  Unrealized
Gains on
Retained
Interests
  Unrealized
Losses on
Derivatives
  Total  

Beginning balance, gross

  $ 14,762   $ (5,891 ) $ 388   $ (7,855 ) $ 1,404  

Tax asset (liability)

        2,149     (144 )   2,663     4,668  

Beginning balance, net of tax

    14,762     (3,742 )   244     (5,192 )   6,072  

Other comprehensive income (loss) before reclassifications

    (33,894 )           (401 )   (34,295 )

Amounts reclassified from accumulated other comprehensive income (loss)

        391     (388 )   3,732     3,735  

Tax effects

        (142 )   144     (1,185 )   (1,183 )

Net current-period other comprehensive income (loss)

    (33,894 )   249     (244 )   2,146     (31,743 )

BALANCE at September 30, 2014

  $ (19,132 ) $ (3,493 ) $   $ (3,046 ) $ (25,671 )

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        The reclassifications out of AOCI and the location on the consolidated statements of income for the three and nine months ended September 30, 2015 and 2014 are as follows:

 
  Three Months
Ended
September 30,
  Nine Months Ended
September 30,
   
 
  2015   2014   2015   2014   Affected Line Item

Amortization of defined benefit pension items:

                           

  $ (183 ) $ (143 ) $ (549 ) $ (391 ) Insignificant items

    (183 )   (143 )   (549 )   (391 ) Income before taxes

    65     51     193     142   Income tax benefit

  $ (118 ) $ (92 ) $ (356 ) $ (249 ) Net of tax

Unrealized gains on retained interests:

                           

  $   $   $   $ 388   Insignificant items

                388   Income before taxes

                (144 ) Income tax provision

  $   $   $   $ 244   Net of tax

Unrealized losses on derivatives:

                           

  $ (1,563 ) $ (878 ) $ (3,487 ) $ (3,732 ) Interest expense to third parties

    (1,563 )   (878 )   (3,487 )   (3,732 ) Income before taxes

    484     288     1,123     1,291   Income tax benefit

  $ (1,079 ) $ (590 ) $ (2,364 ) $ (2,441 ) Net of tax

12


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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 September 30, 2015 and December 31, 2014 is as follows:

 
  September 30,
2015
  December 31,
2014
 

Retail note receivables

  $ 708,150   $ 902,016  

Wholesale receivables

    840,920     984,832  

Finance lease receivables

    35,568     43,061  

Restricted receivables

    10,391,092     10,954,660  

Gross receivables

    11,975,730     12,884,569  

Less

             

Allowance for credit losses

    (96,746 )   (95,542 )

Total receivables, net

  $ 11,878,984   $ 12,789,027  

Restricted Receivables and Securitization

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

        SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. For bankruptcy analysis purposes, the Company has sold the receivables to the SPEs in a true sale 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 September 30, 2015 and December 31, 2014:

 
  September 30,
2015
  December 31,
2014
 

Retail note receivables

  $ 7,585,666   $ 7,798,882  

Wholesale receivables

    2,805,426     3,153,814  

Finance lease receivables

        1,964  

Total

  $ 10,391,092   $ 10,954,660  

        Within the U.S. retail receivables securitization programs, qualifying retail receivables are sold to limited purpose, bankruptcy remote SPEs. In turn, these SPEs establish separate trusts to which the

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

receivables are transferred in exchange for proceeds from asset backed securities issued by the trusts. In Canada, the receivables are transferred directly to the trusts. These trusts were determined to be VIEs. In its role as servicer, CNH Industrial Capital has the power to direct the trusts' activities. Through its retained interests, the Company has an obligation to absorb certain losses, or the right to receive certain benefits, that could potentially be significant to the trusts. Consequently, the Company has consolidated these retail trusts.

        With regard to the wholesale receivable securitization programs, the Company sells eligible receivables on a revolving basis to structured master trust facilities which are limited-purpose, bankruptcy-remote SPEs. These trusts were determined to be VIEs. In its role as servicer, CNH Industrial Capital has the power to direct the trusts' activities. Through its retained interests, the Company provides security to investors in the event that cash collections from the receivables are not sufficient to make principal and interest payments on the securities. Consequently, CNH Industrial Capital has consolidated these wholesale trusts.

Allowance for Credit Losses

        The allowance for credit losses is the Company's estimate of probable losses for receivables owned by the Company and consists of two components, depending on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which the Company has determined it is probable that it will not collect all the principal and interest payments as per the terms of the contract. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history. These receivables are subject to impairment measurement at the loan level based either on the present value of expected future cash flows discounted at the receivables' effective interest rate or the fair value of the collateral for collateral-dependent receivables.

        The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

        Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected

        The Company's allowance for credit losses is segregated into two portfolio segments: retail and wholesale. A portfolio segment is the level at which the Company develops a systematic methodology for determining its allowance for credit losses. The retail segment includes retail notes and finance lease receivables. The wholesale segment includes wholesale financing to CNH Industrial North America

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

dealers. Prior to sale of its CRA portfolio to Citi, there was a third segment called other, which included the Company's CRA portfolio.

        Further, the Company evaluates its portfolio segments by class of receivable: United States and Canada. Typically, the Company's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk. These classes align with management reporting.

        Allowance for credit losses activity for the three months ended September 30, 2015 is as follows:

 
  Retail   Wholesale   Total  

Allowance for credit losses:

                   

Beginning balance

 
$

90,679
 
$

6,274
 
$

96,953
 

Charge-offs

    (5,663 )   (78 )   (5,741 )

Recoveries

    443     8     451  

Provision

    5,257     1,146     6,403  

Foreign currency translation and other

    (1,156 )   (164 )   (1,320 )

Ending balance

  $ 89,560   $ 7,186   $ 96,746  

        Allowance for credit losses activity for the nine months ended September 30, 2015 is as follows:

 
  Retail   Wholesale   Total  

Allowance for credit losses:

                   

Beginning balance

 
$

88,697
 
$

6,845
 
$

95,542
 

Charge-offs

    (15,377 )   (334 )   (15,711 )

Recoveries

    1,573     22     1,595  

Provision

    16,634     906     17,540  

Foreign currency translation and other

    (1,967 )   (253 )   (2,220 )

Ending balance

  $ 89,560   $ 7,186   $ 96,746  

Ending balance: individually evaluated for impairment

  $ 17,413   $ 3,244   $ 20,657  

Ending balance: collectively evaluated for impairment

  $ 72,147   $ 3,942   $ 76,089  

Receivables:

                   

Ending balance

 
$

8,329,384
 
$

3,646,346
 
$

11,975,730
 

Ending balance: individually evaluated for impairment

  $ 103,131   $ 62,798   $ 165,929  

Ending balance: collectively evaluated for impairment

  $ 8,226,253   $ 3,583,548   $ 11,809,801  

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Allowance for credit losses activity for the three months ended September 30, 2014 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

86,609
 
$

7,615
 
$

7,991
 
$

102,215
 

Charge-offs

    (2,769 )       (1,266 )   (4,035 )

Recoveries

    953     390     651     1,994  

Provision (benefit)

    4,742     (1,189 )   1,038     4,591  

Foreign currency translation and other

    (651 )   (67 )   (33 )   (751 )

Ending balance

  $ 88,884   $ 6,749   $ 8,381   $ 104,014  

        Allowance for credit losses activity for the nine months ended September 30, 2014 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

87,701
 
$

7,363
 
$

6,889
 
$

101,953
 

Charge-offs

    (8,378 )   (799 )   (3,976 )   (13,153 )

Recoveries

    2,208     445     1,802     4,455  

Provision (benefit)

    8,495     (215 )   3,699     11,979  

Foreign currency translation and other          

    (1,142 )   (45 )   (33 )   (1,220 )

Ending balance

  $ 88,884   $ 6,749   $ 8,381   $ 104,014  

Ending balance: individually evaluated for impairment

  $ 12,086   $ 3,035   $   $ 15,121  

Ending balance: collectively evaluated for impairment

  $ 76,798   $ 3,714   $ 8,381   $ 88,893  

Receivables:

                         

Ending balance

 
$

8,790,494
 
$

4,659,644
 
$

279,370
 
$

13,729,508
 

Ending balance: individually evaluated for impairment

  $ 46,165   $ 36,047   $   $ 82,212  

Ending balance: collectively evaluated for impairment

  $ 8,744,329   $ 4,623,597   $ 279,370   $ 13,647,296  

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Allowance for credit losses activity for the year ended December 31, 2014 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

87,701
 
$

7,363
 
$

6,889
 
$

101,953
 

Charge-offs

    (12,426 )   (804 )   (4,281 )   (17,511 )

Recoveries

    2,941     514     2,000     5,455  

Provision (benefit)

    12,040     (133 )   2,217     14,124  

Foreign currency translation and other

    (1,559 )   (95 )   (6,825 )   (8,479 )

Ending balance

  $ 88,697   $ 6,845   $   $ 95,542  

Ending balance: individually evaluated for impairment

  $ 12,736   $ 3,329   $   $ 16,065  

Ending balance: collectively evaluated for impairment

  $ 75,961   $ 3,516   $   $ 79,477  

Receivables:

                         

Ending balance

 
$

8,745,923
 
$

4,138,646
 
$

 
$

12,884,569
 

Ending balance: individually evaluated for impairment

  $ 56,791   $ 72,297   $   $ 129,088  

Ending balance: collectively evaluated for impairment

  $ 8,689,132   $ 4,066,349   $   $ 12,755,481  

        Utilizing an internal credit scoring model, which considers customers' attributes, prior credit history and each retail transaction's attributes, the Company assigns a credit quality rating to each retail customer, by specific transaction, as part of the retail underwriting process. This rating is used in setting the terms on the transaction, including the interest rate. A description of the general characteristics of the customers' risk grades is as follows:

        Titanium—Customers from whom the Company expects no collection or loss activity.

        Platinum—Customers from whom the Company expects minimal, if any, collection or loss activity.

        Gold, Silver, Bronze—Customers defined as those with the potential for collection or loss activity.

        A breakdown of the retail portfolio by the customer's risk grade at the time of origination as of September 30, 2015 and December 31, 2014 is as follows:

 
  September 30,
2015
  December 31,
2014
 

Titanium

  $ 4,658,914   $ 4,866,060  

Platinum

    2,264,633     2,386,558  

Gold

    1,181,291     1,254,335  

Silver

    190,876     207,682  

Bronze

    33,670     31,288  

Total

  $ 8,329,384   $ 8,745,923  

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        As part of the ongoing monitoring of the credit quality of the wholesale portfolio, the Company utilizes an internal credit scoring model that assigns a risk grade for each dealer. The scoring model considers the strength of the dealer's financial condition and payment history. The Company considers the dealers' ratings in the quarterly credit allowance analysis. A description of the general characteristics of the dealer risk grades is as follows:

        Grades A and B—Includes receivables due from dealers that have significant capital strength, moderate leverage, stable earnings and growth, and excellent payment performance.

        Grade C—Includes receivables due from dealers with moderate credit risk. Dealers of this grade are differentiated from higher grades on a basis of leverage or payment performance.

        Grade D—Includes receivables due from dealers with additional credit risk. These dealers require additional monitoring due to their weaker financial condition or payment performance.

        A breakdown of the wholesale portfolio by its credit quality indicators as of September 30, 2015 and December 31, 2014 is as follows:

 
  September 30,
2015
  December 31,
2014
 

A

  $ 1,484,788   $ 2,117,160  

B

    1,625,270     1,572,953  

C

    357,867     315,825  

D

    178,421     132,708  

Total

  $ 3,646,346   $ 4,138,646  

        The following tables present information at the level at which management assesses and monitors its credit risk. Receivables are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Delinquency is reported on receivables greater than 30 days past due.

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Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        The aging of receivables as of September 30, 2015 and December 31, 2014 is as follows:

 
  September 30, 2015  
 
  31 - 60
Days
Past Due
  61 - 90
Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Receivables
  Recorded
Investment
> 90 Days
and
Accruing
 

Retail

                                           

United States

  $ 26,731   $ 10,000   $ 22,693   $ 59,424   $ 7,062,312   $ 7,121,736   $ 7,283  

Canada

  $ 2,396   $ 425   $ 927   $ 3,748   $ 1,203,900   $ 1,207,648   $ 326  

Wholesale

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

United States

  $ 83   $   $ 113   $ 196   $ 3,040,337   $ 3,040,533   $ 65  

Canada

  $ 97   $ 35   $ 174   $ 306   $ 605,507   $ 605,813   $ 103  

Total

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Retail

  $ 29,127   $ 10,425   $ 23,620   $ 63,172   $ 8,266,212   $ 8,329,384   $ 7,609  

Wholesale

  $ 180   $ 35   $ 287   $ 502   $ 3,645,844   $ 3,646,346   $ 168  

 

 
  December 31, 2014  
 
  31 - 60
Days
Past Due
  61 - 90
Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Receivables
  Recorded
Investment
> 90 Days
and
Accruing
 

Retail

                                           

United States

  $ 27,846   $ 8,584   $ 15,884   $ 52,314   $ 7,296,162   $ 7,348,476   $ 5,480  

Canada

  $ 2,721   $ 268   $ 397   $ 3,386   $ 1,394,061   $ 1,397,447   $ 171  

Wholesale

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

United States

  $ 882   $ 52   $ 110   $ 1,044   $ 3,359,183   $ 3,360,227   $ 86  

Canada

  $ 181   $   $ 3   $ 184   $ 778,235   $ 778,419   $ 2  

Total

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Retail

  $ 30,567   $ 8,852   $ 16,281   $ 55,700   $ 8,690,223   $ 8,745,923   $ 5,651  

Wholesale

  $ 1,063   $ 52   $ 113   $ 1,228   $ 4,137,418   $ 4,138,646   $ 88  

        Impaired receivables are receivables for which the Company has determined it will not collect all the principal and interest payments as per the terms of the contract. As of September 30, 2015 and

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

December 31, 2014, the Company's recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:

 
  September 30, 2015   December 31, 2014  
 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
 

With no related allowance recorded

                                     

Retail

                                     

United States

  $ 49,087   $ 48,759   $   $ 23,420   $ 23,164   $  

Canada

  $ 2,119   $ 2,110   $   $ 960   $ 954   $  

Wholesale

                                     

United States

  $   $   $   $   $   $  

Canada

  $   $   $   $ 11,790   $ 11,790   $  

With an allowance recorded

   
 
   
 
   
 
   
 
   
 
   
 
 

Retail

                                     

United States

  $ 51,256   $ 49,915   $ 17,213   $ 31,945   $ 31,029   $ 12,607  

Canada

  $ 669   $ 661   $ 200   $ 466   $ 459   $ 129  

Wholesale

                                     

United States

  $ 30,711   $ 30,521   $ 1,385   $ 45,868   $ 45,623   $ 2,220  

Canada

  $ 32,087   $ 31,964   $ 1,859   $ 14,639   $ 14,639   $ 1,109  

Total

   
 
   
 
   
 
   
 
   
 
   
 
 

Retail

  $ 103,131   $ 101,445   $ 17,413   $ 56,791   $ 55,606   $ 12,736  

Wholesale

  $ 62,798   $ 62,485   $ 3,244   $ 72,297   $ 72,052   $ 3,329  

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        For the three months ended September 30, 2015 and 2014, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a four-month average) and the related interest income recognized are as follows:

 
  2015   2014  
 
  Average
Recorded
Investment
  Interest
Income
Recognized
  Average
Recorded
Investment
  Interest
Income
Recognized
 

With no related allowance recorded

                         

Retail

                         

United States

  $ 49,160   $ 863   $ 13,493   $ 254  

Canada

  $ 2,207   $ 33   $   $  

Wholesale

                         

United States

  $   $   $   $  

Canada

  $   $   $   $  

With an allowance recorded

   
 
   
 
   
 
   
 
 

Retail

                         

United States

  $ 51,960   $ 273   $ 32,625   $ 196  

Canada

  $ 691   $ 6   $ 1,345   $ 8  

Wholesale

                         

United States

  $ 32,639   $ 252   $ 17,814   $ 102  

Canada

  $ 35,372   $ 219   $ 22,764   $ 190  

Total

   
 
   
 
   
 
   
 
 

Retail

  $ 104,018   $ 1,175   $ 47,463   $ 458  

Wholesale

  $ 68,011   $ 471   $ 40,578   $ 292  

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        For the nine months ended September 30, 2015 and 2014, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a ten-month average) and the related interest income recognized are as follows:

 
  2015   2014  
 
  Average
Recorded
Investment
  Interest
Income
Recognized
  Average
Recorded
Investment
  Interest
Income
Recognized
 

With no related allowance recorded

                         

Retail

                         

United States

  $ 47,175   $ 2,397   $ 12,536   $ 724  

Canada

  $ 2,224   $ 86   $   $  

Wholesale

                         

United States

  $   $   $   $  

Canada

  $   $   $   $  

With an allowance recorded

   
 
   
 
   
 
   
 
 

Retail

                         

United States

  $ 49,206   $ 1,004   $ 33,746   $ 962  

Canada

  $ 731   $ 39   $ 1,320   $ 81  

Wholesale

                         

United States

  $ 35,620   $ 911   $ 19,164   $ 344  

Canada

  $ 31,623   $ 758   $ 26,706   $ 542  

Total

   
 
   
 
   
 
   
 
 

Retail

  $ 99,336   $ 3,526   $ 47,602   $ 1,767  

Wholesale

  $ 67,243   $ 1,669   $ 45,870   $ 886  

        Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 120 days delinquent, whichever occurs first. Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The receivables on nonaccrual status as of September 30, 2015 and December 31, 2014 are as follows:

 
  September 30, 2015   December 31, 2014  
 
  Retail   Wholesale   Total   Retail   Wholesale   Total  

United States

  $ 37,868   $ 30,521   $ 68,389   $ 22,512   $ 45,623   $ 68,135  

Canada

  $ 653   $ 31,964   $ 32,617   $ 280   $ 15,368   $ 15,648  

Troubled Debt Restructurings

        A restructuring of a receivable constitutes a troubled debt restructuring ("TDR") when the lender grants a concession it would not otherwise consider to a borrower experiencing financial difficulties. As a collateral-based lender, the Company typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

For wholesale receivables, concessions granted may include extended contract maturities, inclusion of interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

        TDRs are reviewed along with other receivables as part of management's ongoing evaluation of the adequacy of the allowance for credit losses. The allowance for credit losses attributable to TDRs is based on the most probable source of repayment, which is normally the liquidation of collateral. In determining collateral value, the Company estimates the current fair market value of the equipment collateral and considers credit enhancements such as additional collateral and third-party guarantees.

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

        As of September 30, 2015, the Company had approximately 598 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $20,040 and the post-modification value was $18,858. A court has determined the concession in 302 of these cases. The pre-modification value of these contracts was $5,113 and the post-modification value was $4,302. As of September 30, 2014, the Company had approximately 684 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $16,953 and the post-modification value was $15,128. A court has determined the concession in 440 of these cases. The pre-modification value of these contracts was $7,774 and the post-modification value was $6,346. As the outcome of the bankruptcy cases is determined by a court based on available assets, subsequent re-defaults are unusual and were not material for retail and finance lease receivable contracts that were modified in a TDR during the previous 12 months ended September 30, 2015 and 2014.

        As of September 30, 2015 and 2014, the Company's wholesale TDRs were immaterial.

NOTE 5: DEBT

        On July 8, 2015, the Company terminated a $250,000 unsecured facility, consisting of a $150,000 term loan and a $100,000 revolving credit facility.

        On August 19, 2015, the Company, through a bankruptcy-remote trust, issued $750,000 of amortizing asset-backed notes secured by U.S. retail loan contracts.

        On September 10, 2015, the Company, through a bankruptcy-remote trust, issued C$500,000 ($372,589) of amortizing asset-backed notes secured by Canadian retail loan contracts.

        On September 28, 2015, the Company increased its U.S. wholesale variable funding notes by $250,000, with a maturity date of March 15, 2016.

        On September 30, 2015, the Company extended the maturity date of the $1,200,000 U.S. retail committed asset-backed facility to September 29, 2017.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 6: INCOME TAXES

        The effective tax rates for the three months ended September 30, 2015 and 2014 were 32.9% and 33.6%, respectively. The effective tax rate was 34.0% for the nine months ended September 30, 2015, compared to 33.3% for the same period in 2014. The increase in the effective rate for the nine months ended September 30, 2015 compared to the same period in 2014 was due to favorable discrete tax benefits recorded in 2014.

        The Company's provision for income taxes is based on an estimated tax rate for the year applied to the year-to-date federal, state and foreign income. The 2015 estimated annual tax rate is expected to be lower than the U.S. federal corporate income tax rate of 35% primarily due to profits in tax jurisdictions with lower rates, including Canada.

NOTE 7: FINANCIAL INSTRUMENTS

        The Company may elect to measure many financial instruments and certain other items at fair value. This fair value option must be applied on an instrument-by-instrument basis with changes in fair value reported in earnings. The election can be made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The Company did not elect the fair value measurement option for eligible items.

Fair-Value Hierarchy

        U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's internally-developed market assumptions. These two types of inputs have created the following fair-value hierarchy:

    Level 1—Quoted prices for identical instruments in active markets.

    Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

    Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

Determination of Fair Value

        When available, the Company uses quoted market prices to determine fair value and classifies such items in Level 1. In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified in Level 2.

        If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters such as interest rates, currency rates, or yield curves. Items valued using such internally

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

        The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models and the key inputs to those models, as well as any significant assumptions.

Derivatives

        The Company utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the exposure being hedged and are designated as a hedge at the inception of the derivative contract. The Company does not hold or issue derivative or other financial instruments for speculative purposes. The credit risk for the interest rate hedges is reduced through diversification among counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified in Level 2 or 3 of the fair value hierarchy. The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.

Interest Rate Derivatives

        The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated in cash flow hedging relationships are being used by the Company to mitigate the risk of rising interest rates related to debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments, to the extent that the hedge relationship has been effective, are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which the Company recognizes interest expense on the related debt. Ineffectiveness recognized related to these hedging relationships was not significant for the nine months ended September 30, 2015 and 2014. These amounts are recorded in "Other expenses" in the consolidated statements of income. The maximum length of time over which the Company is hedging its interest rate exposure through the use of derivative instruments designated in cash flow hedge relationships is 57 months. 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 $877.

        The Company also enters into interest rate derivatives with substantially similar economic terms that are not designated as hedging instruments to mitigate interest rate risk related to the Company's committed asset-backed facilities. These facilities require the Company to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, the Company enters into an offsetting position. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the three and nine months ended September 30, 2015 and 2014.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

        The Company's interest rate derivatives are considered Level 2. The fair market value of these derivatives is calculated using market data input for forecasted benchmark interest rates and can be compared to actively traded derivatives. If the future notional amount of the Company's interest rate derivatives is not known in advance, the derivatives are considered Level 3 derivatives. The fair market value of these derivatives is calculated using market data input and a forecasted future notional balance. The total notional amount of the Company's interest rate derivatives was approximately $2,302,248 and $3,457,267 at September 30, 2015 and December 31, 2014, respectively. The ten-month average notional amounts as of September 30, 2015 and 2014 were $2,938,845 and $3,010,067, respectively.

Foreign Exchange Contracts

        The Company uses forward contracts to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and are not designated as hedging instruments. The changes in the fair value of these instruments are recognized directly as income in "Other expenses" and are expected to offset the foreign exchange gains or losses on the exposures being managed.

        All of the Company's foreign exchange derivatives are considered Level 2 as the fair value is calculated using market data input and can be compared to actively traded derivatives.

Financial Statement Impact of the Company's Derivatives

        The fair values of the Company's derivatives as of September 30, 2015 and December 31, 2014 in the consolidated balance sheets are recorded as follows:

 
  September 30,
2015
  December 31,
2014
 

Derivatives Designated as Hedging Instruments:

             

Other assets:

   
 
   
 
 

Interest rate derivatives

  $ 3,348   $ 680  

Accounts payable and other accrued liabilities:

   
 
   
 
 

Interest rate derivatives

  $ 1,275   $ 212  

Derivatives Not Designated as Hedging Instruments:

   
 
   
 
 

Other assets:

   
 
   
 
 

Interest rate derivatives

  $ 2,298   $ 6,727  

Foreign exchange contracts

    54     136  

Total

  $ 2,352   $ 6,863  

Accounts payable and other accrued liabilities:

             

Interest rate derivatives

  $ 2,298   $ 6,727  

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

        Pre-tax gains (losses) on the consolidated statements of income related to the Company's derivatives for the three and nine months ended September 30, 2015 and 2014 are recorded in the following accounts:

 
  Three Months
Ended
September 30,
  Nine Months
Ended
September 30,
 
 
  2015   2014   2015   2014  

Cash Flow Hedges

                         

Recognized in accumulated other comprehensive income (loss) (effective portion)

   
 
   
 
   
 
   
 
 

Interest rate derivatives

  $ (816 ) $ 128   $ (3,334 ) $ (401 )

Reclassified from accumulated other comprehensive income (loss) (effective portion)
Interest rate derivatives—Interest expense to third parties

   
(1,563

)
 
(878

)
 
(3,487

)
 
(3,732

)

Not Designated as Hedges

   
 
   
 
   
 
   
 
 

Foreign exchange contracts—Other expenses

    (59 )   (70 )   (293 )   (196 )

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 September 30, 2015 and December 31, 2014, all of which are classified as Level 2:

 
  September 30,
2015
  December 31,
2014
 

Assets

             

Interest rate derivatives

  $ 5,646   $ 7,407  

Foreign exchange contracts

    54     136  

Total assets

  $ 5,700   $ 7,543  

Liabilities

             

Interest rate derivatives

  $ 3,573   $ 6,939  

Total liabilities

  $ 3,573   $ 6,939  

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

Fair Value of Other Financial Instruments

        The carrying amount of cash and cash equivalents, restricted cash, floating-rate affiliated accounts and notes receivable, floating-rate short-term debt, interest payable and short-term affiliated debt was assumed to approximate its fair value. Under the fair value hierarchy, cash and cash equivalents and restricted cash are classified as Level 1 and the remainder of the financial instruments listed is classified as Level 2.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

Financial Instruments Not Carried at Fair Value

        The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of September 30, 2015 and December 31, 2014 are as follows:

 
  September 30, 2015   December 31, 2014  
 
  Carrying
Amount
  Estimated
Fair Value *
  Carrying
Amount
  Estimated
Fair Value *
 

Receivables

  $ 11,878,984   $ 11,861,399   $ 12,789,027   $ 12,854,705  

Long-term debt

  $ 7,843,429   $ 7,821,065   $ 8,193,039   $ 8,195,209  

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

Financial Assets

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

Financial Liabilities

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

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION

        The Company's segment data is based on disclosure requirements of accounting guidance on segment reporting, which requires financial information be reported on the basis that is used internally for measuring segment performance. The Company's reportable segments are strategic business units that are organized around differences in geographic areas. Each segment is managed separately as they require different knowledge of regulatory environments and marketing strategies. The operating segments offer primarily the same services within each of the respective segments.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

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

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Revenues

                         

United States

  $ 196,369   $ 184,997   $ 570,854   $ 544,904  

Canada

    41,632     50,214     129,371     147,491  

Eliminations

    (1,006 )   (1,251 )   (3,103 )   (3,683 )

Total

  $ 236,995   $ 233,960   $ 697,122   $ 688,712  

Interest expense

                         

United States

  $ 63,063   $ 61,155   $ 187,168   $ 171,703  

Canada

    11,052     14,211     35,250     39,892  

Eliminations

    (1,006 )   (1,251 )   (3,103 )   (3,683 )

Total

  $ 73,109   $ 74,115   $ 219,315   $ 207,912  

Segment net income

                         

United States

  $ 41,186   $ 41,090   $ 124,511   $ 139,954  

Canada

    13,668     17,600     41,972     54,465  

Total

  $ 54,854   $ 58,690   $ 166,483   $ 194,419  

Depreciation and amortization

                         

United States

  $ 41,213   $ 28,940   $ 115,062   $ 76,167  

Canada

    8,914     8,848     26,358     25,702  

Total

  $ 50,127   $ 37,788   $ 141,420   $ 101,869  

Expenditures for equipment on operating leases

                         

United States

  $ 166,651   $ 226,797   $ 586,016   $ 560,224  

Canada

    26,395     29,633     105,723     85,095  

Total

  $ 193,046   $ 256,430   $ 691,739   $ 645,319  

Provision for credit losses

                         

United States

  $ 5,263   $ 4,122   $ 15,387   $ 9,371  

Canada

    1,140     469     2,153     2,608  

Total

  $ 6,403   $ 4,591   $ 17,540   $ 11,979  

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)


 
  As of
September 30,
2015
  As of
December 31,
2014
 

Segment assets

             

United States

  $ 13,119,325   $ 13,430,826  

Canada

    2,394,448     2,693,008  

Eliminations

    (402,244 )   (214,269 )

Total

  $ 15,111,529   $ 15,909,565  

Managed receivables

             

United States

  $ 10,162,269   $ 10,708,704  

Canada

    1,813,461     2,175,865  

Total

  $ 11,975,730   $ 12,884,569  

NOTE 9: RELATED-PARTY TRANSACTIONS

        The Company receives compensation from CNH Industrial North America for retail installment sales contracts and finance leases that were created under certain low-rate financing programs and interest waiver programs offered to customers by CNH Industrial North America. For selected operating leases, CNH Industrial North America compensates the Company for the difference between the market rental rates and the amount paid by the customer. Similarly, for selected wholesale receivables, CNH Industrial North America and other affiliates compensate the Company for the difference between market rates and the amount paid by the dealer. The Company is also compensated for lending funds to CNH Industrial North America and other affiliates for various purposes.

        The summary of sources included in "Interest and other income from affiliates" in the accompanying consolidated statements of income for the three and nine months ended September 30, 2015 and 2014 is as follows:

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2015   2014   2015   2014  

Subsidy received from CNH Industrial North America:

                         

Retail

  $ 47,314   $ 56,651   $ 146,803   $ 173,477  

Wholesale

    37,259     36,680     112,071     117,492  

Operating lease

    16,046     12,541     47,393     34,002  

Total interest and other income from affiliates

  $ 100,619   $ 105,872   $ 306,267   $ 324,971  

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 9: RELATED-PARTY TRANSACTIONS (Continued)

        As of September 30, 2015 and December 31, 2014, the Company had various accounts and notes receivable and debt with the following affiliates:

 
  September 30,
2015
  December 31,
2014
 

Affiliated receivables from:

             

CNH Industrial America

  $ 73,642   $ 39,677  

CNH Industrial Canada Ltd. 

    25,032     6,763  

CNH Industrial Finance S.p.A. 

    10,000      

Other affiliates

    12,291     12,291  

Total affiliated receivables

  $ 120,965   $ 58,731  

Affiliated debt owed to:

             

CNH Industrial America

  $   $ 713,230  

CNH Industrial Canada Ltd. 

        149,215  

Total affiliated debt

  $   $ 862,445  

        Included in "Other Assets" in the accompanying balance sheets were tax receivables due from related parties of $23,699 and $62,515, respectively, as of September 30, 2015 and December 31, 2014. Accounts payable and other accrued liabilities of $26,527 and $5,282, respectively, as of September 30, 2015 and December 31, 2014, were payable to related parties. Interest expense to affiliates was $2,149 and $8,075, respectively, for the three months ended September 30, 2015 and 2014, and $19,462 and $17,498, respectively, for the nine months ended September 30, 2015 and 2014.

        In order to utilize the marketing channels for used equipment that exist in CNH Industrial Capital, $19,541 of inventory was transferred from CNH Industrial America at cost at December 31, 2014, of which $8,298 remained in "Equipment held for sale" in the accompanying consolidated balance sheets as of September 30, 2015.

        On March 31, 2015, CNH Industrial Capital Canada redeemed all of its outstanding shares of preferred stock for C$76,618 ($60,416). These shares earned dividends of 12-month LIBOR plus 1.2% per annum. Dividends were accrued and recorded in "Net income attributed to noncontrolling interest" in the consolidated statements of income. A dividend of C$668 ($551) was paid by CNH Industrial Capital Canada to CNH Industrial Canada Ltd. in March 2015, which represented all accrued and unpaid dividends on the preferred stock through the redemption date.

NOTE 10: COMMITMENTS AND CONTINGENCIES

Legal Matters

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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 10: COMMITMENTS AND CONTINGENCIES (Continued)

Guarantees

        The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNHI for approximately $261,412. The guarantees are in effect for the term of the underlying funding facilities plus 365 days. The underlying facilities are renewable annually.

Commitments

        The Company has various agreements to extend credit for the wholesale and dealer financing managed portfolio. At September 30, 2015, the total credit limit available was $6,401,072, of which $3,569,524 as utilized.

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

        CNH Industrial Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Industrial Capital LLC (the "Guarantor Entities"), guarantee certain indebtedness of CNH Industrial Capital LLC. As the guarantees are full, unconditional, and joint and several and because the Guarantor Entities are 100%-owned by CNH Industrial Capital LLC, the Company has included the following condensed consolidating financial information as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014. The condensed consolidating

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

financial information reflects investments in consolidated subsidiaries under the equity method of accounting.

 
  Condensed Statements of Comprehensive Income for the
Three Months Ended September 30, 2015
 
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail notes and finance leases

  $   $ 3,869   $ 51,198   $   $ 55,067  

Interest income on wholesale notes

        (486 )   19,401         18,915  

Interest and other income from affiliates

    21,030     55,279     83,273     (58,963 )   100,619  

Rental income on operating leases

        44,799     10,311         55,110  

Other income

        28,811     612     (22,139 )   7,284  

Total revenues

    21,030     132,272     164,795     (81,102 )   236,995  

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    40,884     (2,885 )   32,961         70,960  

Interest expense to affiliates

        53,175     7,937     (58,963 )   2,149  

Total interest expense

    40,884     50,290     40,898     (58,963 )   73,109  

Administrative and operating expenses:

                               

Fees charged by affiliates

        11,341     22,612     (22,139 )   11,814  

Provision for credit losses, net

        2,094     4,309         6,403  

Depreciation of equipment on operating leases           

        40,713     8,909         49,622  

Other expenses

        11,698     2,582         14,280  

Total administrative and operating expenses           

        65,846     38,412     (22,139 )   82,119  

Total expenses

    40,884     116,136     79,310     (81,102 )   155,228  

Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method

    (19,854 )   16,136     85,485         81,767  

Income tax provision (benefit)

    (7,642 )   5,188     29,367         26,913  

Equity in income of consolidated subsidiaries accounted for under the equity method

   
67,066
   
56,118
   
   
(123,184

)
 
 

NET INCOME

    54,854     67,066     56,118     (123,184 )   54,854  

Net income attributed to noncontrolling interest

                     

NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 54,854   $ 67,066   $ 56,118   $ (123,184 ) $ 54,854  

COMPREHENSIVE INCOME

  $ 7,596   $ 19,808   $ 15,757   $ (35,565 ) $ 7,596  

Comprehensive income attributed to noncontrolling interest

                     

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 7,596   $ 19,808   $ 15,757   $ (35,565 ) $ 7,596  

33


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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Comprehensive Income for the
Nine Months Ended September 30, 2015
 
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail notes and finance leases

  $   $ 6,615   $ 150,603   $   $ 157,218  

Interest income on wholesale notes

        (958 )   59,258         58,300  

Interest and other income from affiliates

    66,262     165,925     255,012     (180,932 )   306,267  

Rental income on operating leases

        121,201     34,895         156,096  

Other income

        83,699     2,260     (66,718 )   19,241  

Total revenues

    66,262     376,482     502,028     (247,650 )   697,122  

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    108,361     (3,452 )   94,944         199,853  

Interest expense to affiliates

        173,110     27,284     (180,932 )   19,462  

Total interest expense

    108,361     169,658     122,228     (180,932 )   219,315  

Administrative and operating expenses:

                               

Fees charged by affiliates

        35,054     68,357     (66,718 )   36,693  

Provision for credit losses, net

        1,516     16,024         17,540  

Depreciation of equipment on operating leases           

        110,673     29,621         140,294  

Other expenses

        22,144     8,792         30,936  

Total administrative and operating expenses           

        169,387     122,794     (66,718 )   225,463  

Total expenses

    108,361     339,045     245,022     (247,650 )   444,778  

Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method

    (42,099 )   37,437     257,006         252,344  

Income tax provision (benefit)

    (16,211 )   12,329     89,743         85,861  

Equity in income of consolidated subsidiaries accounted for under the equity method

   
192,112
   
167,004
   
   
(359,116

)
 
 

NET INCOME

    166,224     192,112     167,263     (359,116 )   166,483  

Net income attributed to noncontrolling interest

            (259 )       (259 )

NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 166,224   $ 192,112   $ 167,004   $ (359,116 ) $ 166,224  

COMPREHENSIVE INCOME

  $ 73,976   $ 99,864   $ 87,803   $ (187,408 ) $ 74,235  

Comprehensive income attributed to noncontrolling interest

            (259 )       (259 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 73,976   $ 99,864   $ 87,544   $ (187,408 ) $ 73,976  

34


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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Balance Sheets as of September 30, 2015  
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

ASSETS

                               

Cash and cash equivalents

 
$

 
$

98,431
 
$

318,799
 
$

 
$

417,230
 

Restricted cash

        100     631,440         631,540  

Receivables, less allowance for credit losses

        1,485,494     10,393,490         11,878,984  

Affiliated accounts and notes receivable

    3,299,854     1,691,477     1,573,692     (6,444,058 )   120,965  

Equipment on operating leases, net

        1,452,076     244,282         1,696,358  

Equipment held for sale

        159,388     21,374         180,762  

Investments in consolidated subsidiaries accounted for under the equity method

    1,999,397     2,291,472         (4,290,869 )    

Goodwill and intangible assets, net

        88,952     27,220         116,172  

Other assets

    23,453     (14,381 )   65,705     (5,259 )   69,518  

TOTAL

  $ 5,322,704   $ 7,253,009   $ 13,276,002   $ (10,740,186 ) $ 15,111,529  

LIABILITIES AND STOCKHOLDER'S EQUITY

                               

Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Short-term debt, including current maturities of long-term debt

  $ 750,000   $   $ 4,337,509   $   $ 5,087,509  

Accounts payable and other accrued liabilities

    298,804     2,254,809     622,657     (2,470,408 )   705,862  

Affiliated debt

        2,998,803     980,106     (3,978,909 )    

Long-term debt

    2,799,171         5,044,258         7,843,429  

Total liabilities

    3,847,975     5,253,612     10,984,530     (6,449,317 )   13,636,800  

Stockholder's equity

   
1,474,729
   
1,999,397
   
2,291,472
   
(4,290,869

)
 
1,474,729
 

TOTAL

  $ 5,322,704   $ 7,253,009   $ 13,276,002   $ (10,740,186 ) $ 15,111,529  

35


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2015
 
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES:

                               

Net cash from (used in) operating activities           

  $ (336,097 ) $ 353,544   $ (234,420 ) $ 637,212   $ 420,239  

CASH FLOWS FROM INVESTING ACTIVITIES:

                               

Cost of receivables acquired

        (8,223,424 )   (7,666,657 )   6,008,826     (9,881,255 )

Collections of receivables

        8,580,927     7,914,779     (6,007,815 )   10,487,891  

Change in restricted cash

            210,465         210,465  

Purchase of equipment on operating leases, net

        (493,037 )   17,147         (475,890 )

Capital expenditures for property and equipment and software

        (125 )           (125 )

Net cash from (used in) investing activities           

        (135,659 )   475,734     1,011     341,086  

CASH FLOWS FROM FINANCING ACTIVITIES:

                               

Intercompany activity

        (322,025 )   97,803     (638,223 )   (862,445 )

Net change in indebtedness

    451,097     (22,772 )   (81,995 )       346,330  

Dividends paid to CNH Industrial America LLC

    (115,000 )               (115,000 )

Preferred dividend paid to CNH Industrial Canada Ltd. 

            (551 )       (551 )

Redemption of preferred stock of subsidiary           

            (60,416 )       (60,416 )

Net cash from (used in) financing activities           

    336,097     (344,797 )   (45,159 )   (638,223 )   (692,082 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

        (126,912 )   196,155         69,243  

CASH AND CASH EQUIVALENTS:

   
 
   
 
   
 
   
 
   
 
 

Beginning of period

        225,343     122,644         347,987  

End of period

  $   $ 98,431   $ 318,799   $   $ 417,230  

36


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

 
  Condensed Statements of Comprehensive Income for the
Three Months Ended September 30, 2014
 
 
  CNH Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail notes and finance leases

  $   $ 889   $ 49,829   $   $ 50,718  

Interest income on wholesale notes

        (356 )   20,442         20,086  

Interest and other income from affiliates

    26,529     51,993     92,021     (64,671 )   105,872  

Rental income on operating leases

        28,684     14,341         43,025  

Other income

        37,536     2,013     (25,290 )   14,259  

Total revenues

    26,529     118,746     178,646     (89,961 )   233,960  

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    33,188     (3,252 )   36,104         66,040  

Interest expense to affiliates

        60,547     12,199     (64,671 )   8,075  

Total interest expense

    33,188     57,295     48,303     (64,671 )   74,115  

Administrative and operating expenses:

                               

Fees charged by affiliates

        10,908     27,670     (25,290 )   13,288  

Provision for credit losses, net

        408     4,183         4,591  

Depreciation of equipment on operating leases           

        25,424     12,051         37,475  

Other expenses

        16,576     (537 )       16,039  

Total administrative and operating expenses           

        53,316     43,367     (25,290 )   71,393  

Total expenses

    33,188     110,611     91,670     (89,961 )   145,508  

Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method

    (6,659 )   8,135     86,976         88,452  

Income tax provision (benefit)

   
(2,567

)
 
3,375
   
28,954
   
   
29,762
 

Equity in income of consolidated subsidiaries accounted for under the equity method

   
62,509
   
57,749
   
   
(120,258

)
 
 

NET INCOME

    58,417     62,509     58,022     (120,258 )   58,690  

Net income attributed to noncontrolling interest

            (273 )       (273 )

NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 58,417   $ 62,509   $ 57,749   $ (120,258 ) $ 58,417  

COMPREHENSIVE INCOME

  $ 26,936   $ 31,028   $ 30,989   $ (61,744 ) $ 27,209  

Comprehensive income attributed to noncontrolling interest

            (273 )       (273 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 26,936   $ 31,028   $ 30,716   $ (61,744 ) $ 26,936  

37


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Comprehensive Income for the
Nine Months Ended September 30, 2014
 
 
  CNH Industrial Capital LLC   Guarantor Entities   All Other Subsidiaries   Eliminations   Consolidated  

REVENUES

                               

Interest income on retail notes and finance leases

  $   $ 5,994   $ 144,340   $   $ 150,334  

Interest income on wholesale notes

        (948 )   53,861         52,913  

Interest and other income from affiliates

    69,873     160,548     285,236     (190,686 )   324,971  

Rental income on operating leases

        76,262     42,966         119,228  

Other income

        107,566     5,978     (72,278 )   41,266  

Total revenues

    69,873     349,422     532,381     (262,964 )   688,712  

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    92,140     (7,532 )   105,806         190,414  

Interest expense to affiliates

        174,037     34,147     (190,686 )   17,498  

Total interest expense

    92,140     166,505     139,953     (190,686 )   207,912  

Administrative and operating expenses:

                               

Fees charged by affiliates

        32,294     79,603     (72,278 )   39,619  

Provision (benefit) for credit losses, net

        (882 )   12,861         11,979  

Depreciation of equipment on operating leases           

        64,916     36,110         101,026  

Other expenses

        36,308     282         36,590  

Total administrative and operating expenses           

        132,636     128,856     (72,278 )   189,214  

Total expenses

    92,140     299,141     268,809     (262,964 )   397,126  

Income (loss) before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method

    (22,267 )   50,281     263,572         291,586  

Income tax provision (benefit)

    (8,542 )   19,122     86,587         97,167  

Equity in income of consolidated subsidiaries accounted for under the equity method

   
207,209
   
176,050
   
   
(383,259

)
 
 

NET INCOME

    193,484     207,209     176,985     (383,259 )   194,419  

Net income attributed to noncontrolling interest

            (935 )       (935 )

NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 193,484   $ 207,209   $ 176,050   $ (383,259 ) $ 193,484  

COMPREHENSIVE INCOME

  $ 161,741   $ 175,466   $ 150,027   $ (324,558 ) $ 162,676  

Comprehensive income attributed to noncontrolling interest

            (935 )       (935 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC

  $ 161,741   $ 175,466   $ 149,092   $ (324,558 ) $ 161,741  

38


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Balance Sheets as of December 31, 2014  
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

ASSETS

                               

Cash and cash equivalents

  $   $ 225,343   $ 122,644   $   $ 347,987  

Restricted cash

        100     858,725         858,825  

Receivables, less allowance for credit losses

        1,845,524     10,943,503         12,789,027  

Affiliated accounts and notes receivable

    2,749,776     1,712,656     1,365,447     (5,769,148 )   58,731  

Equipment on operating leases, net

        1,128,542     329,783         1,458,325  

Equipment held for sale

        121,190     8,510         129,700  

Investments in consolidated subsidiaries accounted for under the equity method

    1,923,861     2,228,741         (4,152,602 )    

Goodwill and intangible assets, net

        89,927     31,279         121,206  

Other assets

    20,778     77,597     51,637     (4,248 )   145,764  

TOTAL

  $ 4,694,415   $ 7,429,620   $ 13,711,528   $ (9,925,998 ) $ 15,909,565  

LIABILITIES AND STOCKHOLDER'S EQUITY

                               

Liabilities:

                               

Short-term debt, including current maturities of long-term debt

  $ 750,000   $ 19,128   $ 3,863,080   $   $ 4,632,208  

Accounts payable and other accrued liabilities

    56,261     2,162,159     860,231     (2,432,710 )   645,941  

Affiliated debt

        3,320,828     882,303     (3,340,686 )   862,445  

Long-term debt

    2,348,074     3,644     5,841,321         8,193,039  

Total liabilities

    3,154,335     5,505,759     11,446,935     (5,773,396 )   14,333,633  

Stockholder's equity

    1,540,080     1,923,861     2,264,593     (4,152,602 )   1,575,932  

TOTAL

  $ 4,694,415   $ 7,429,620   $ 13,711,528   $ (9,925,998 ) $ 15,909,565  

39


Table of Contents


CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2014
 
 
  CNH
Industrial
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES:

                               

Net cash from (used in) operating activities

  $ (409,285 ) $ (861,938 ) $ 1,186,657   $ 442,533   $ 357,967  

CASH FLOWS FROM INVESTING ACTIVITIES:

                               

Cost of receivables acquired

        (11,775,670 )   (11,803,380 )   9,436,034     (14,143,016 )

Collections of receivables

        12,015,926     9,993,733     (9,436,131 )   12,573,528  

Change in restricted cash

            110,746         110,746  

Purchase of equipment on operating leases, net

        (403,593 )   (33,568 )       (437,161 )

Capital expenditures for property and equipment and software

        (215 )   (6 )       (221 )

Net cash from (used in) investing activities

        (163,552 )   (1,732,475 )   (97 )   (1,896,124 )

CASH FLOWS FROM FINANCING ACTIVITIES:

                               

Intercompany activity

        909,222     270,393     (442,436 )   737,179  

Net change in indebtedness

    499,285     (55,293 )   (52,826 )       391,166  

Dividends paid to CNH Industrial America LLC          

    (90,000 )               (90,000 )

Net cash from (used in) financing activities

    409,285     853,929     217,567     (442,436 )   1,038,345  

DECREASE IN CASH AND CASH EQUIVALENTS

        (171,561 )   (328,251 )       (499,812 )

CASH AND CASH EQUIVALENTS:

                               

Beginning of period

        308,507     389,101         697,608  

End of period

  $   $ 136,946   $ 60,850   $   $ 197,796  

40


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

        Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. For the three months ended September 30, 2015, CNH Industrial's Agricultural Equipment net sales decreased 33.6% compared to the three months ended September 30, 2014. CNH Industrial's Construction Equipment net sales decreased 29.7% for the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

        In general, our receivable mix between agricultural and construction equipment financing directionally reflects the mix of equipment sales by CNH Industrial North America. As such, changes in the agricultural industry or with respect to our agricultural equipment borrowers ("farmers") may affect the majority of our portfolio.

        The financing we provide to our borrowers is secured by the financed equipment, which typically has a long useful life and is a key component in the end user's sources of income. All of these factors contribute to the strong credit performance of our portfolio in recent periods.

        Net income attributable to CNH Industrial Capital LLC was $54.9 million for the three months ended September 30, 2015, down $3.6 million compared to the same period in 2014. Net income attributable to CNH Industrial Capital LLC was $166.2 million and $193.5 million for the nine months ended September 30, 2015 and 2014, respectively. Lower retail subvention income from affiliates due to a decrease in retail unit sales of CNH Industrial North America equipment was the primary driver for both the quarter-over-quarter and year-over-year decreases. The receivables balance greater than 30 days past due as a percentage of receivables was 0.5%, 0.4% and 0.4% at September 30, 2015, December 31, 2014 and September 30, 2014, respectively.

        Macroeconomic issues for us include the uncertainty of governmental actions in respect to monetary, fiscal and legislative policies, the global economic recovery, capital market disruptions, trade agreements and financial regulatory reform. Significant volatility in the price of certain commodities could also impact CNH Industrial North America's and our results.

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Results of Operations

Three and Nine Months Ended September 30, 2015 Compared to Three and Nine Months Ended September 30, 2014

Revenues

        Revenues for the three and nine months ended September 30, 2015 and 2014 were as follows (dollars in thousands):

 
  Three Months Ended
September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Interest income on retail notes and finance leases

  $ 55,067   $ 50,718   $ 4,349     8.6 %

Interest income on wholesale notes

    18,915     20,086     (1,171 )   (5.8 )

Interest and other income from affiliates

    100,619     105,872     (5,253 )   (5.0 )

Rental income on operating leases

    55,110     43,025     12,085     28.1  

Other income

    7,284     14,259     (6,975 )   (48.9 )

Total revenues

  $ 236,995   $ 233,960   $ 3,035     1.3 %

 

 
  Nine Months
Ended September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Interest income on retail notes and finance leases

  $ 157,218   $ 150,334   $ 6,884     4.6 %

Interest income on wholesale notes

    58,300     52,913     5,387     10.2  

Interest and other income from affiliates

    306,267     324,971     (18,704 )   (5.8 )

Rental income on operating leases

    156,096     119,228     36,868     30.9  

Other income

    19,241     41,266     (22,025 )   (53.4 )

Total revenues

  $ 697,122   $ 688,712   $ 8,410     1.2 %

        Revenues totaled $237.0 million and $697.1 million for the three and nine months ended September 30, 2015 compared to $234.0 million and $688.7 million for the same periods in 2014. A higher average operating lease portfolio primarily drove the year-over-year increase, partially offset by the decline in other income due to the sale of our commercial revolving account ("CRA") portfolio in 2014. The average yield for the receivables was 5.2% for both the three months ended September 30, 2015 and 2014, and 5.1% and 5.4% for the nine months ended September 30, 2015 and 2014, respectively.

        Interest income on retail notes and finance leases for the three and nine months ended September 30, 2015 was $55.1 million and $157.2 million, respectively, representing increases of $4.3 million and $6.9 million from the same periods in 2014. For the third quarter, the increase was primarily due to a $6.6 million favorable impact from higher interest rates, partially offset by a $2.3 million unfavorable impact from lower average earning assets. For the nine months ended September 30, 2015, compared to the same period in 2014, the increase was due to a $9.2 million favorable impact from higher interest rates, partially offset by a $2.3 million unfavorable impact from lower average earning assets.

        Interest income on wholesale notes for the three and nine months ended September 30, 2015 was $18.9 million and $58.3 million, representing a decrease of $1.2 million for the three months and an increase of $5.4 million for the nine months from the same periods in 2014. The decrease for the third quarter was primarily due to a $3.6 million unfavorable impact from lower interest rates, partially offset by a $2.4 million favorable impact from higher average earning assets. The increase for the nine months ended September 30, 2015 was primarily due to the favorable impact from higher average earning assets with dealers.

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        Interest and other income from affiliates for the three and nine months ended September 30, 2015 was $100.6 million and $306.3 million, respectively, compared to $105.9 million and $325.0 million, respectively, for the three and nine months ended September 30, 2014. For the three and nine months ended September 30, 2015, compensation from CNH Industrial North America for retail low-rate financing programs and interest waiver programs offered to customers was $47.3 million and $146.8 million, respectively, a decrease of $9.3 million and $26.7 million, respectively, from the same periods in 2014. The decrease was primarily due to lower originations. For the three and nine months ended September 30, 2015, compensation from CNH Industrial North America for wholesale marketing programs was $37.3 million and $112.1 million, respectively, compared to $36.7 million and $117.5 million, respectively, for the same periods in 2014. For selected operating leases, compensation from CNH Industrial North America for the difference between market rental rates and the amounts paid by customers was $16.0 million and $47.4 million for the three and nine months ended September 30, 2015, an increase of $3.5 million and $13.4 million, respectively, from the same periods in 2014. This increase was primarily due to higher originations.

        Rental income on operating leases for the three and nine months ended September 30, 2015 was $55.1 million and $156.1 million, representing an increase of $12.1 million and $36.9 million from the same periods in 2014. The third quarter increase was due to a $14.4 million favorable impact from higher average earning assets, partially offset by a $2.3 million unfavorable impact from lower rates. The nine-month increase was due to a $47.1 million favorable impact from higher average earning assets, partially offset by a $10.2 million unfavorable impact from lower rates.

        Other income for the three and nine months ended September 30, 2015 was $7.3 million and $19.2 million, respectively, representing a decrease of $7.0 million and $22.0 million from the same periods in 2014. The decrease was largely due to the sale of our CRA portfolio.

Expenses

        Expenses for the three and nine months ended September 30, 2015 and 2014 were as follows (dollars in thousands):

 
  Three Months Ended
September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Total interest expense

  $ 73,109   $ 74,115   $ (1,006 )   (1.4 )%

Fees charged by affiliates

    11,814     13,288     (1,474 )   (11.1 )

Provision for credit losses, net

    6,403     4,591     1,812     39.5  

Depreciation of equipment on operating leases

    49,622     37,475     12,147     32.4  

Other expenses

    14,280     16,039     (1,759 )   (11.0 )

Total expenses

  $ 155,228   $ 145,508   $ 9,720     6.7 %

 

 
  Nine Months
Ended September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Total interest expense

  $ 219,315   $ 207,912   $ 11,403     5.5 %

Fees charged by affiliates

    36,693     39,619     (2,926 )   (7.4 )

Provision for credit losses, net

    17,540     11,979     5,561     46.4  

Depreciation of equipment on operating leases

    140,294     101,026     39,268     38.9  

Other expenses

    30,936     36,590     (5,654 )   (15.5 )

Total expenses

  $ 444,778   $ 397,126   $ 47,652     12.0 %

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        Interest expense totaled $73.1 million and $219.3 million for the three and nine months ended September 30, 2015, respectively, compared to $74.1 million and $207.9 million for the same periods in 2014. For the third quarter, the decrease was due to a $5.1 million favorable impact from lower average total debt, partially offset by a $4.1 million unfavorable impact from higher average interest rates. For the nine months, the increase was primarily due to an $11.5 million unfavorable impact from higher average interest rates, partially offset by a $0.1 million favorable impact from lower average total debt.

        The provision for credit losses was $6.4 million and $17.5 million for the three and nine months ended September 30, 2015, respectively, compared to $4.6 million and $12.0 million for the same periods in 2014. The increase in the provision for credit losses was primarily due to higher net write-offs.

        For the three and nine months ended September 30, 2015, depreciation of equipment on operating leases was $49.6 million and $140.3 million, respectively, representing increases of $12.1 million and $39.3 million from the same periods in 2014, primarily due to a higher operating lease portfolio.

        The effective tax rates for the three months ended September 30, 2015 and 2014 were 32.9% and 33.6%, respectively. The effective tax rate was 34.0% for the nine months ended September 30, 2015, compared to 33.3% for the same period in 2014. The increase in the effective rate for the nine months ended September 30, 2015 compared to the same period in 2014 was due to favorable discrete tax benefits recorded in 2014.

Receivables and Equipment on Operating Leases Originated and Held

        Receivables and equipment on operating lease originations for the three and nine months ended September 30, 2015 and 2014 were as follows (dollars in thousands):

 
  Three Months
Ended September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Retail receivables

  $ 872,890   $ 1,037,914   $ (165,024 )   (15.9 )%

Wholesale receivables

    2,276,149     3,364,423     (1,088,274 )   (32.3 )

Other receivables

        275,172     (275,172 )   (100.0 )

Equipment on operating leases

    193,046     256,430     (63,384 )   (24.7 )

Total originations

  $ 3,342,085   $ 4,933,939   $ (1,591,854 )   (32.3 )%

 

 
  Nine Months
Ended September 30,
   
   
 
 
  2015   2014   $ Change   % Change  

Retail receivables

  $ 2,474,168   $ 3,000,218   $ (526,050 )   (17.5 )%

Wholesale receivables

    7,407,087     10,404,982     (2,997,895 )   (28.8 )

Other receivables

        726,787     (726,787 )   (100.0 )

Equipment on operating leases

    691,739     645,319     46,420     7.2  

Total originations

  $ 10,572,994   $ 14,777,306   $ (4,204,312 )   (28.5 )%

        Total originations for all product types decreased in the three months ended September 30, 2015 compared to the same period in 2014, primarily due to the continued impact of the downturn in the agricultural equipment industry. Increased customer preference for leasing products versus retail products was the primary driver for the higher equipment on operating lease originations for the nine months ended September 30, 2015, compared to the same period in 2014. Lower originations of wholesale receivables was primarily due to the downturn in the agricultural equipment industry.

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        Total receivables and equipment on operating leases held as of September 30, 2015, December 31, 2014 and September 30, 2014 were as follows (dollars in thousands):

 
  September 30,
2015
  December 31,
2014
  September 30,
2014
 

Retail receivables

  $ 8,329,384   $ 8,745,923   $ 8,790,494  

Wholesale receivables

    3,646,346     4,138,646     4,659,644  

Other receivables

            279,370  

Equipment on operating leases

    1,696,358     1,458,325     1,298,765  

Total receivables and equipment on operating leases          

  $ 13,672,088   $ 14,342,894   $ 15,028,273  

        The total retail receivables balance greater than 30 days past due as a percentage of the retail receivables was 0.8%, 0.6% and 0.5% at September 30, 2015, December 31, 2014 and September 30, 2014, respectively. At those same dates, the total wholesale receivables balance greater than 30 days past due as a percentage of the wholesale receivables was not material. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $38.5 million, $22.8 million and $26.6 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively. Total wholesale receivables on nonaccrual status were $62.5 million, $61.0 million and $35.7 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively.

        Total receivable write-off amounts and recoveries, by product, for the three and nine months ended September 30, 2015 and 2014 were as follows (dollars in thousands):

 
  Three Months
Ended
September 30,
  Nine Months
Ended September 30,
 
 
  2015   2014   2015   2014  

Write-offs:

                         

Retail

  $ 5,663   $ 2,769   $ 15,377   $ 8,378  

Wholesale

    78         334     799  

Other

        1,266         3,976  

Total write-offs

    5,741     4,035     15,711     13,153  

Recoveries:

                         

Retail

    (443 )   (953 )   (1,573 )   (2,208 )

Wholesale

    (8 )   (390 )   (22 )   (445 )

Other

        (651 )       (1,802 )

Total recoveries

    (451 )   (1,994 )   (1,595 )   (4,455 )

Write-offs, net of recoveries:

                         

Retail

    5,220     1,816     13,804     6,170  

Wholesale

    70     (390 )   312     354  

Other

        615         2,174  

Total write-offs, net of recoveries

  $ 5,290   $ 2,041   $ 14,116   $ 8,698  

        Our allowance for credit losses on all receivables financed totaled $96.7 million at September 30, 2015, $95.5 million at December 31, 2014 and $104.0 million at September 30, 2014. The year-over-year decrease in the allowance for credit losses as of September 30, 2015 was primarily due to the sale of our CRA portfolio. The level of the allowance is based on quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions, collateral value and credit risk quality. We believe our allowance is sufficient to provide for losses in our receivable portfolio as of September 30, 2015.

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Liquidity and Capital Resources

        The following discussion of liquidity and capital resources principally focuses on our statements of cash flows, balance sheets and capitalization. CNH Industrial Capital's current funding strategy is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments and funding options.

        In the past, securitization has been one of our most economical sources of funding and, therefore, the majority of our originated receivables are securitized, with the cash generated from such receivables utilized to repay the related debt or, in the case of wholesale receivables, to purchase new receivables. We expect securitization to continue to represent a substantial portion of our capital structure.

        In addition, we have committed secured and unsecured facilities, unsecured bonds, affiliate borrowings and cash to fund our liquidity and capital needs. We have accessed the unsecured bond market in order to add more diversity to our funding sources. As of September 30, 2015, our outstanding unsecured senior notes totaled $3.5 billion. We expect continued changes to our funding profile, with less reliance on the securitization market.

Cash Flows

        For the nine months ended September 30, 2015 and 2014, our cash flows were as follows (dollars in thousands):

 
  2015   2014  
 
  (in thousands)
 

Cash flows from (used in):

             

Operating activities

  $ 420,239   $ 357,967  

Investing activities

    341,086     (1,896,124 )

Financing activities

    (692,082 )   1,038,345  

Net cash increase (decrease)

  $ 69,243   $ (499,812 )

        Operating activities in the nine months ended September 30, 2015 generated cash of $420 million, resulting primarily from net income of $166 million, adjusted by depreciation and amortization of $141 million, deferred income tax expense of $39 million and cash from changes in working capital of $55 million. The increase in cash provided by operating activities for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily due to a $22 million improvement in working capital, a $39 million increase in depreciation expense, and a $24 million increase in deferred income tax expense, partially offset by a $28 million decrease in net income.

        Investing activities in the nine months ended September 30, 2015 generated cash of $341 million, resulting primarily from a net liquidation in receivables of $607 million, a decrease in restricted cash of $210 million and proceeds from the sale of equipment on operating leases of $216 million, partially offset by $692 million in expenditures for equipment on operating leases. The increase in cash provided by investing activities for the nine months ended September 30, 2015 compared to the same period in 2014 was primarily due to a $2,176 million net decrease in receivables acquired.

        Financing activities in the nine months ended September 30, 2015 used cash of $692 million, resulting primarily from net cash paid on affiliated debt of $862 million, a $60 million redemption of preferred stock and a $115 million dividend paid to CNH Industrial America, partially offset by net proceeds received from long-term debt of $105 million. The increase in cash used in financing activities in the nine months ended September 30, 2015 compared to the same period in 2014 was primarily due to a $1,600 million and a $643 million increase in net cash payment on affiliated debt and long-term debt, respectively, the $60 million redemption of preferred stock of subsidiary and higher dividends of $25 million paid to CNH Industrial America, partially offset by an increase in short-term borrowings of $598 million in 2014.

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Securitization

        CNH Industrial Capital and its predecessor entities have been securitizing receivables since 1992. Because this market generally remains a cost-effective financing source and allows access to a wide investor base, we expect to continue utilizing securitization as one of our core sources of funding in the near future. CNH Industrial Capital has completed public and private issuances of asset-backed securities in both the U.S. and Canada and, as of September 30, 2015, the amounts outstanding were approximately $7.5 billion.

Committed Asset-Backed Facilities

        CNH Industrial Capital has committed asset-backed facilities with several banks, primarily through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.1 billion at September 30, 2015, with original borrowing maturities of up to two years. The unused availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At September 30, 2015, approximately $1.2 billion of funding was available for use under these facilities.

Unsecured Funding

        As of September 30, 2015, we had outstanding unsecured senior notes of $750 million at an annual fixed rate of 3.875% due 2015, $500 million at an annual fixed rate of 6.250% due 2016, $500 million at an annual fixed rate of 3.250% due 2017, $600 million at an annual fixed rate of 3.625% due 2018, $600 million at an annual fixed rate of 3.875% due 2018, and $500 million at an annual fixed rate of 3.375% due 2019. On November 1, 2015, we repaid $750 million of our 3.875% notes due 2015.

        As of September 30, 2015, we had available a $250 million, unsecured credit facility with a consortium of banks, with a final maturity in June 2017.

        As of September 30, 2015, we had a $100 million unsecured term loan with a final maturity date in March 2018.

        On July 8, 2015, we terminated a $250 million, unsecured facility, consisting of a $150 million term loan and a $100 million revolving credit facility.

Affiliate Sources

        CNH Industrial Capital borrows, as needed, from CNH Industrial. This source of funding is primarily used to finance various on-book assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We have obtained financing from CNHI treasury subsidiaries and, from time to time, have entered into term loan agreements. At September 30, 2015, we had no affiliated debt compared to affiliated debt of $862 million at December 31, 2014.

Equity Position

        Our equity position also supports our capabilities to access various funding sources. Our stockholder's equity at September 30, 2015 and December 31, 2014 was $1.5 billion and $1.6 billion, respectively.

        During the first quarter of 2015, CNH Industrial Capital LLC paid a cash dividend of $15 million to CNH Industrial America and CNH Industrial Capital Canada paid a cash dividend on preferred stock of C$0.7 million ($0.6 million) to CNH Industrial Canada Ltd. In addition, CNH Industrial Capital Canada redeemed all of its outstanding preferred stock for C$77 million ($60 million).

        During the third quarter of 2015, CNH Industrial Capital LLC paid a cash dividend of $100 million to CNH Industrial America.

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Liquidity

        The majority of CNH Industrial Capital's debt is self-liquidating from the cash generated by the underlying amortizing receivables. Normally, additional liquidity should not be necessary for the repayment of such debt. New originations of retail receivables are usually warehoused in committed asset-backed facilities until being refinanced in the term ABS market or with other third-party debt. The majority of new wholesale receivables are financed through a master trust and funded by variable funding notes or on a term basis. Our liquidity available for use as of September 30, 2015 is as follows (dollars in thousands):

 
  2015  

Cash, cash equivalents and restricted cash

  $ 1,048,770  

Committed asset-backed facilities

    3,059,077  

Committed unsecured facilities

    250,000  

Total cash and facilities

    4,357,847  

Less: restricted cash

    (631,540 )

Less: facilities utilization

    (1,907,402 )

Total available for use

  $ 1,818,905  

        The liquidity available for use varies due to changes in origination volumes, reflecting the financing needs of our customers, and is influenced by the timing of any refinancing of underlying receivables.

        In connection with a limited number of funding transactions, we provide financial guarantees to various parties on behalf of certain foreign financial services subsidiaries of CNHI for approximately $261.4 million as of September 30, 2015. The guarantees are in effect for the term of the underlying funding facilities plus 365 days. The underlying facilities are renewable annually.

Cautionary Note Regarding Forward-Looking Statements

        All statements other than statements of historical fact contained in this quarterly report, including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, capital expenditures, capital structure or other financial items; costs; and plans and objectives of management regarding operations, products and services, are forward-looking statements. These statements may include terminology such as "may," "will," "expect," "could," "should," "intend," "estimate," "anticipate," "believe," "outlook," "continue," "remain," "on track," "design," "target," "objective," "goal," "forecast," "projection," "prospects," "plan," or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.

        Our outlook is predominantly based on our interpretation of what we consider to be key economic assumptions and involves risk and uncertainties that could cause actual results to differ (possibly materially) from such forward- looking statements. Macroeconomic factors including monetary policy, interest rates, currency exchange rates, inflation, deflation, credit availability and government intervention in an attempt to influence such factors may have a material impact on our customers and the demand for our financing products and services. The demand for CNH Industrial North America's products and, in turn, our financing products and services is influenced by a number of factors, including among other things: general economic conditions; changes in governmental banking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issues such as agriculture, the environment, debt

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relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in which CNH Industrial competes; development and use of new technologies and technological difficulties; compliance requirements (including engine emissions legislation and/or regulations); production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; 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; the effect of changes in laws and regulations; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property right disputes, product warranty and defective product claims, emissions and/or fuel economy regulatory and contractual issues; political and civil unrest; volatility and deterioration of capital and financial markets, including further deterioration of the Eurozone sovereign debt crisis, other similar risks and uncertainties and our success, and CNH Industrial's success, in managing the risks involved in the foregoing.

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

        Furthermore, in light of ongoing economic uncertainty, both globally and in the industries in which we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. Accordingly, investors should not place undue reliance on such forward-looking statements. We can give no assurance that the expectations reflected in our forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements. 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. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the factors we disclose that could cause our actual results to differ materially from our expectations. We undertake no obligation to update or revise publicly any forward-looking statements.

Critical Accounting Policies and Estimates

        See our critical accounting policies and estimates discussed in our annual report for the year ended December 31, 2014 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 September 30, 2015.

New Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification 605—Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. On August 12, 2015, the FASB approved deferring the effective date of ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The FASB also permitted ASU 2014-09 to be adopted early, but not before the original effective date of annual periods

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beginning after December 15, 2016. We are in the process of assessing the impact of the adoption of ASU 2014-09 on our financial position, results of operations and cash flows.

        In August 2014, the FASB issued ASU No. 2014-15, Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. An entity must also provide certain disclosures if there is "substantial doubt" about the entity's ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. We do not believe the adoption of this standard will have a material impact on our financial position or results of operations.

        In February 2015, the FASB issued ASU No. 2015-02, Consolidation ("ASU 2015-02"). ASU 2015-02 is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability companies and securitized structures. The new standard eliminates the previous deferral in Accounting Standards Codification 810, which allowed reporting entities with interests in certain investment funds to follow previously issued consolidations guidance, and makes changes to both the variable interest model and the voting model. ASU 2015-02 is effective for annual periods ending after December 15, 2015. We are currently assessing the impact of the adoption of ASU 2015-02 on our financial position, results of operations and cash flows.

        In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest ("ASU 2015-03"). ASU 2015-03 is intended to simplify the presentation of debt issuance costs. The new standard requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying value of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015. We do not believe the adoption of this standard will have a material impact on our financial position or results of operations.

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 September 30, 2015. 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 September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A.    Risk Factors

        See our most recent annual report on Form 10-K (Part I, Item 1A). There was no material change in our risk factors during the nine months ended September 30, 2015.

Item 4.    Mine Safety Disclosures

        Not applicable.

Item 5.    Other Information

        None.

Item 6.    Exhibits

Exhibit   Description
  4.1   Indenture, dated as of September 11, 2015, by and among CNH Industrial Capital LLC, as issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.9 to the registration statement on Form F-3 of the registrant (File No. 333-206891-03)).
        
  12.1   Statement regarding computation of ratio of earnings to fixed charges.
        
  31.1   Certifications of President Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  31.2   Certifications of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  32.1 Certification required by Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
        
  101   Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014, (iii) Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014, (v) Consolidated Statements of Changes in Stockholder's Equity for the nine months ended September 30, 2015 and 2014 and (vi) Condensed Notes to Consolidated Financial Statements.

These certifications are deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section; nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

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SIGNATURES

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

    CNH INDUSTRIAL CAPITAL LLC

Date: November 2, 2015

 

By:

 

/s/ BRETT D. DAVIS

        Name:   Brett D. Davis
        Title:   Chairman and President

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