經濟合作與發展組織(「OECD」)提出了一項全球最低稅率,稅率爲報告利潤的15%(「第二支柱」),這一提議已得到140多個國家的原則性同意。公司已確定,在其運營的一個或多個司法管轄區內已頒佈了第二支柱立法,並且公司屬於該立法的適用範圍。公司評估了已頒佈的第二支柱立法及相關的過渡性安全港條款, concluded that the tax impacts of the legislation are not material to the Company’s financial results.
農業 設計、製造和分銷全系列農業機械和實施工具,包括兩輪和四輪驅動拖拉機、履帶拖拉機、聯合收割機、葡萄和甘蔗收割機、乾草和飼料設備、播種和播種設備、土壤準備和耕作實施工具、以及物料處理設備。我們也是專注於精準農業的科技領域的領先提供者。農業設備以New Holland Agriculture和Case IH品牌銷售。區域品牌包括:STEYR,專門提供農業拖拉機;Flexi-Coil,專注於耕作和播種系統;Miller,製造應用設備。Raven品牌支持精準農業、數字科技和自主系統的發展。Hemisphere,於2023年收購,爲農業和施工行業提供高性能衛星定位技術。
截至2024年9月30日,公司記錄了約$ million的使用權資產295 和$ million 的相關租賃負債,分別納入其他資產和其他負債中。302 截至2024年9月30日,經營租賃的加權平均剩餘租賃期限(基於每項租賃的剩餘租賃期限和租賃負債餘額計算)和加權平均折扣率分別爲%. 5.2年和4.6截至2023年9月30日,公司記錄了約$ million 的使用權資產237和$ million 的相關租賃負債,分別納入其他資產和其他負債中。241截至2023年9月30日,經營租賃的加權平均剩餘租賃期限(基於每項租賃的剩餘租賃期限和租賃負債餘額計算)和加權平均折扣率分別爲%。 5.3年和4.3,分別。
截至2024年9月30日和2023年9月30日的九個月期間,因經營租賃義務獲得的租賃資產分別爲$66 million and $77 百萬。包括在經營租賃義務計量中的現金流出爲$75 百萬和$61 百萬美元。
CNH recorded amortization expense of $48 million and $43 million for the three months ended September 30, 2024 and 2023, respectively, and $139 million and $119 million for the nine months ended September 30, 2024 and 2023, respectively.
14. SUPPLY CHAIN FINANCE PROGRAMS
Under the supply chain finance ("SCF") programs, administered by a third party, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion. Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program. No guarantees are provided by the Company under the SCF program.
As of September 30, 2024 and December 31, 2023, $112 million and $148 million of obligations remain outstanding that we have confirmed as valid to the administrators of the SCF programs. We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions as it relates to the SCF program. These balances are included within “Accounts payable” in our consolidated balance sheets and are reflected as cash flows from operating activities in our consolidated statements of cash flows when settled.
15. OTHER LIABILITIES
A summary of "Other liabilities" as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):
公司在截至2024年9月30日的九個月內發生了重組費用$12 million and $5 ,分別在截至2024年和2023年9月30日的三個月內認定爲$百萬和$百萬94 百萬美元和百萬美元,主要是由於員工分離成本。公司於2023年11月宣佈的重組計劃旨在減少勞動力和非勞動力銷售及行政費用。該公司在此計劃下從推出到2024年9月30日已累計發生了總計$8 百萬美元124 在此計劃下截至2024年9月30日已累計發生了總計百萬美元.
CNH utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. CNH designates derivatives that are effective at reducing the risk associated with the exposure being hedged as accounting hedges at the inception of the contract and does not hold or enter into derivative or other financial instruments for speculative purposes. The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified as Level 2 in the fair value hierarchy. The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.
Foreign Exchange Derivatives
CNH has entered into foreign exchange forward contracts and swaps in order to manage and preserve the economic value of cash flows in a currency different from the functional currency of the relevant legal entity. CNH conducts its business on a global basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities, and expected inventory purchases and sales. Derivative instruments utilized to hedge the foreign currency risk associated with anticipated inventory purchases and sales in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments are deferred in accumulated other comprehensive income/(loss) and recognized in earnings when the related transaction occurs. If a derivative instrument is terminated because the hedge relationship is no longer effective or because the hedged item is a forecasted transaction that is no longer determined to be probable, the cumulative amount recorded in accumulated other comprehensive income (loss) is recognized immediately in earnings. Such amounts were insignificant in all periods presented.
CNH also uses forwards and swaps to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and not designated as hedging instruments. The changes in the fair values of these instruments are recognized directly in income in “Other, net” and are expected to offset the foreign exchange gains or losses on the exposures being managed.
All of CNH’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. The total notional amount of CNH’s foreign exchange derivatives was $7.3 billion and $6.1 billion at September 30, 2024 and December 31, 2023, respectively.
Interest Rate Derivatives
CNH has entered into interest rate derivatives (swaps and caps) in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated as cash flow hedges are being used by the Company to mitigate the risk of rising interest rates related to existing debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which CNH recognizes interest expense on the related debt.
Interest rate derivatives that have been designated as fair value hedge relationships have been used by CNH to mitigate the volatility in the fair value of existing fixed rate bonds and medium-term notes due to changes in floating interest rate benchmarks. Gains and losses on these instruments are recorded in “Interest expense” in the period in which they occur and an offsetting gain or loss is also reflected in “Interest expense” based on changes in the fair value of the debt instrument being hedged due to changes in floating interest rate benchmarks.
CNH also enters into offsetting interest rate derivatives with substantially similar terms that are not designated as hedging instruments to mitigate interest rate risk related to CNH’s committed asset-backed facilities. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income. Net gains and losses on these instruments were insignificant for the three and nine months ended September 30, 2024 and 2023.
All of CNH’s interest rate derivatives outstanding as of September 30, 2024 and December 31, 2023 are considered Level 2. The fair market value of these derivatives is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of CNH’s interest rate derivatives was approximately $9.2 billion and $9.0 billion at September 30, 2024 and December 31, 2023, respectively.
23
As a result of the reform and replacement of specific benchmark interest rates, in the second quarter of 2023, the Company elected to make the replacement using the optional expedient under ASC 848, which allows the change in critical terms without de-designation and the Company also elected the optional expedient to apply a spread adjustment to hedged items cash flows that resulted in no change to the cumulative basis adjustment reflected in earnings.
Financial Statement Impact of Derivatives
The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges recognized in accumulated other comprehensive income (loss) and net income (loss) during the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):
Recognized in Net Income
For the Three Months Ended September 30,
Gain (Loss) Recognized in Accumulated Other Comprehensive Income
Classification of Gain (Loss)
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2024
Foreign exchange contracts
$
16
Net sales
(2)
Cost of goods sold
(8)
Other, net
(8)
Interest rate contracts
(13)
Interest expense
(8)
Total
$
3
$
(26)
2023
Foreign exchange contracts
$
(33)
Net sales
(3)
Cost of goods sold
13
Other, net
(15)
Interest rate contracts
(12)
Interest expense
2
Total
$
(45)
$
(3)
Recognized in Net Income
For the Nine Months Ended September 30,
Gain (Loss) Recognized in Accumulated Other Comprehensive Income
Classification of Gain (Loss)
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2024
Foreign exchange contracts
$
(3)
Net sales
(5)
Cost of goods sold
(26)
Other, net
(11)
Interest rate contracts
45
Interest expense
(20)
Total
$
42
$
(62)
2023
Foreign exchange contracts
$
(44)
Net sales
(7)
Cost of goods sold
(19)
Other, net
10
Interest rate contracts
(46)
Interest expense
10
Total
$
(90)
$
(6)
24
The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the nine months ended September 30, 2024 and 2023 (in millions of dollars):
Before-Tax Amount
Income Tax
After-Tax Amount
Accumulated derivative net losses as of December 31, 2023
$
(19)
$
9
$
(10)
Net changes in fair value of derivatives
42
(30)
12
Net losses reclassified from accumulated other comprehensive income into income
62
(2)
60
Accumulated derivative net losses as of September 30, 2024
$
85
$
(23)
$
62
Before-Tax Amount
Income Tax
After-Tax Amount
Accumulated derivative net losses as of December 31, 2022
$
71
$
(27)
$
44
Net changes in fair value of derivatives
(90)
30
(60)
Net losses reclassified from accumulated other comprehensive income into income
6
(3)
3
Accumulated derivative net losses as of September 30, 2023
$
(13)
$
—
$
(13)
The following tables summarize the impact related to changes in the fair value of fair value hedges and derivatives not designated as hedges during the nine months ended September 30, 2024 and 2023 (in millions of dollars):
For the Three Months Ended September 30,
Classification of Gain (Loss)
2024
2023
Fair Value Hedges
Interest rate derivatives
Interest expense
$
56
$
(3)
Not Designated as Hedges
Foreign exchange contracts
Other, Net
$
(10)
$
(10)
For the Nine Months Ended September 30,
Classification of Gain (Loss)
2024
2023
Fair Value Hedges
Interest rate derivatives
Interest expense
$
53
$
(2)
Not Designated as Hedges
Foreign exchange contracts
Other, Net
$
(54)
$
(44)
25
The fair values of CNH’s derivatives as of September 30, 2024 and December 31, 2023 in the consolidated balance sheets are recorded as follows (in millions of dollars):
September 30, 2024
December 31, 2023
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Derivatives designated as hedging instruments
Foreign currency contracts
Derivative assets
$
42
Derivative assets
$
31
Interest rate contracts
Derivative assets
91
Derivative assets
60
Total derivative assets
$
133
$
91
Foreign currency contracts
Derivative liabilities
$
42
Derivative liabilities
$
49
Interest rate contracts
Derivative liabilities
63
Derivative liabilities
117
Total derivative liabilities
$
105
$
166
Derivatives not designated as hedging instruments
Foreign currency contracts
Derivative assets
$
14
Derivative assets
$
14
Interest rate contracts
Derivative assets
12
Derivative assets
31
Total derivative assets
$
26
$
45
Foreign currency contracts
Derivative liabilities
$
27
Derivative liabilities
$
20
Interest rate contracts
Derivative liabilities
13
Derivative liabilities
30
Total derivative liabilities
$
40
$
50
Items Measured at Fair Value on a Recurring Basis
The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 (in millions of dollars):
Level 1
Level 2
Total
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
Assets
Foreign exchange derivatives
$
—
$
—
$
56
$
46
$
56
$
46
Interest rate derivatives
—
—
103
90
103
90
Total Assets
$
—
$
—
$
159
$
136
$
159
$
136
Liabilities
Foreign exchange derivatives
$
—
$
—
$
69
$
69
$
69
$
69
Interest rate derivatives
—
—
76
147
76
147
Total Liabilities
$
—
$
—
$
145
$
216
$
145
$
216
Fair Value of Other Financial Instruments
The carrying value of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable included in the consolidated balance sheets approximates its fair value.
Financial Instruments Not Carried at Fair Value
The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets as of September 30, 2024, and December 31, 2023, were as follows (in millions of dollars):
September 30, 2024
December 31, 2023
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Financing receivables
$
24,062
$
23,902
$
24,249
$
24,129
Debt
$
27,300
$
27,787
$
27,326
$
27,624
26
Financing Receivables
The fair value of financing receivables is based on the discounted values of their related cash flows at current market interest rates and they are classified as a Level 3 fair value measurement.
Debt
All debt is classified as a Level 2 fair value measurement with the exception of bonds issued by CNH Industrial Finance Europe S.A. and bonds issued by CNH Industrial N.V. that are classified as a Level 1 fair value measurement.
18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The Company’s share of other comprehensive income (loss) includes net income plus other comprehensive income, which includes changes in fair value of certain derivatives designated as cash flow hedges, certain changes in pension and other retirement benefit plans, foreign currency translations gains and losses, changes in the fair value of available-for-sale securities, the Company’s share of other comprehensive income (loss) of entities accounted for using the equity method, and reclassifications for amounts included in net income (loss) less net income (loss) and other comprehensive income (loss) attributable to the non-controlling interest. For more information on derivative instruments, see “Note 17: Financial Instruments”. For more information on pensions and retirement benefit obligations, see “Note 6: Employee Benefit Plans and Postretirement Benefits”. The Company’s other comprehensive income (loss) amounts are aggregated within accumulated other comprehensive income (loss). The tax effect for each component of other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2024
Gross Amount
Income Taxes
Net Amount
Gross Amount
Income Taxes
Net Amount
Unrealized gain (loss) on cash flow hedges
$
29
$
(8)
$
21
$
104
$
(32)
$
72
Changes in retirement plans’ funded status
—
1
1
(2)
2
—
Foreign currency translation
(35)
—
(35)
(255)
—
(255)
Share of other comprehensive income (loss) of entities using the equity method
12
—
12
(8)
—
(8)
Other comprehensive income (loss)
$
6
$
(7)
$
(1)
$
(161)
$
(30)
$
(191)
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
Gross Amount
Income Taxes
Net Amount
Gross Amount
Income Taxes
Net Amount
Unrealized gain (loss) on cash flow hedges
$
(42)
$
9
$
(33)
$
(84)
$
25
$
(59)
Changes in retirement plans’ funded status
(5)
2
(3)
(16)
5
(11)
Foreign currency translation
(14)
—
(14)
70
—
70
Share of other comprehensive income (loss) of entities using the equity method(1)
(8)
—
(8)
(11)
—
(11)
Other comprehensive income (loss)
$
(69)
$
11
$
(58)
$
(41)
$
30
$
(11)
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
27
The changes, net of tax, in each component of accumulated other comprehensive income (loss) in the nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):
Unrealized Gain (Loss) on Cash Flow Hedges
Change in Retirement Plans’ Funded Status
Foreign Currency Translation
Share of Other Comprehensive Income (Loss) of Entities Using the Equity Method
Total
Balance January 1, 2024
$
(10)
$
(351)
$
(1,763)
$
(238)
$
(2,362)
Other comprehensive income (loss), before reclassifications
12
—
(259)
(8)
(255)
Amounts reclassified from other comprehensive income
60
—
—
—
60
Other comprehensive income (loss)*
72
—
(259)
(8)
(195)
Balance September 30, 2024
$
62
$
(351)
$
(2,022)
$
(246)
$
(2,557)
Balance January 1, 2023
$
46
$
(285)
$
(1,800)
$
(239)
$
(2,278)
Other comprehensive income (loss), before reclassifications(1)
(62)
(1)
71
(11)
(3)
Amounts reclassified from other comprehensive income
3
(10)
—
—
(7)
Other comprehensive income (loss)*
(59)
(11)
71
(11)
(10)
Balance September 30, 2023
$
(13)
$
(296)
$
(1,729)
$
(250)
$
(2,288)
(*)Excluded from the table above is other comprehensive income (loss) allocated to non-controlling interests of $4 and $(1) million for the nine months ended September 30, 2024 and 2023, respectively.
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in the three and nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):
Amounts Reclassified from Other Comprehensive Income (Loss)
Consolidated Statement of Operations Line
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Cash flow hedges
$
2
$
3
$
5
$
7
Net sales
8
(13)
26
19
Cost of goods sold
8
15
11
(10)
Other, net
8
(2)
20
(10)
Interest expense
—
—
(2)
(3)
Income taxes
26
3
60
3
Change in retirement plans’ funded status:
Amortization of actuarial losses
7
3
17
12
*
Amortization of prior service cost
(7)
(9)
(19)
(27)
*
1
3
2
5
Income taxes
1
(3)
—
(10)
Total reclassifications, net of tax
$
27
$
—
$
60
$
(7)
(*) These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 6: Employee Benefit Plans and Postretirement Benefits” for additional information.
19. RELATED PARTY INFORMATION
As of September 30, 2024, CNH’s related parties were primarily EXOR N.V. and the companies that EXOR N.V. controlled or had a significant influence over, including Stellantis N.V., Ferrari N.V. and Iveco Group N.V., which effective January 1,
28
2022 separated from CNH by way of a demerger under Dutch law and became a public listed company independent from CNH.
As of September 30, 2024, EXOR N.V. held 45.3% of CNH’s voting power and had the ability to significantly influence the decisions submitted to a vote of CNH’s shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets and issuances of equity and the incurrence of indebtedness. The percentage above has been calculated as the ratio of (i) the aggregate number of common shares and special voting shares owned by EXOR N.V. to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of September 30, 2024. In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or joint control.
The Company’s Audit Committee reviews and, if appropriate, approves all significant related party transactions.
Transactions with EXOR N.V. and its Subsidiaries and Affiliates
EXOR N.V. is an investment holding company. As of September 30, 2024 and December 31, 2023, among other things, EXOR N.V. managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari. CNH did not enter into any significant transactions with EXOR N.V. during the nine months ended September 30, 2024 and 2023.
Transactions with Iveco Group post-Demerger
CNH and Iveco Group post-Demerger entered into transactions consisting of the sale of engines from Iveco Group to CNH. Additionally, concurrent with the Demerger, the Companies entered into services contracts in relation to general administrative and specific technical matters, provided by either CNH to Iveco Group and vice versa as follows:
Master Service Agreements: CNH and Iveco Group entered into a two-year Master Services Agreement (“MSA”) starting in 2022, with a two-year extension implemented, whereby each Party (and its subsidiaries) may provide services to the other (and its subsidiaries). Services provided under the MSA relate mainly to lease of premises and depots and IT services.
Engine Supply Agreement: in relation to the design and supply of off-road engines from Iveco Group to CNH post-Demerger, Iveco Group and CNH entered into a ten-year Engine Supply Agreement (“ESA”), whereby Iveco Group will sell to CNH post-Demerger diesel, CNG and LNG engines and provide post-sale services.
Financial Service Agreement: in relation to certain financial services activities carried out by either CNH to Iveco Group or vice versa, in connection with the execution of the Demerger Deed, CNH and Iveco Group entered into a three-year Master Services Agreement (“FS MSA”) starting in 2022, with a three-year extension implemented, whereby each Party (and its subsidiaries) may provide services and/or financial services activities to the other (and its subsidiaries). Services provided under the FS MSA relate mainly to wholesale and retail financing activities to suppliers, distribution network and customers.
The transactions with Iveco Group post-Demerger are reflected in the consolidated financial statements as follows (in millions of dollars):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net sales
$
31
$
68
$
102
$
125
Purchases
$
168
$
274
$
598
$
808
September 30, 2024
December 31, 2023
Trade receivables
$
17
$
25
Financial receivables from Iveco Group N.V.
$
274
$
380
Trade payables
$
129
$
335
Financial payables to Iveco Group N.V.
$
48
$
146
29
Transactions with Unconsolidated Subsidiaries and Affiliates
CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico SA de CV, Turk Traktor ve Ziraat Makineleri A.S. and New Holland HFT Japan Inc. CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as Turk Traktor ve Ziraat Makineleri A.S.
The following table sets forth the related party transactions entered into for the time period presented:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net sales
$
111
$
137
$
399
$
430
Purchases
$
88
$
171
$
347
$
497
September 30, 2024
December 31, 2023
Trade receivables
$
4
$
2
Trade payables
$
55
$
54
At September 30, 2024 and December 31, 2023, CNH had provided guarantees totaling $33 million and $37 million, respectively, on certain commitments of its unconsolidated affiliate CNH Industrial Capital Europe S.a.S.
20. IMMATERIAL REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS
In the three months ended September 30, 2024, the Company corrected the accounting treatment for highly inflationary accounting related to its unconsolidated subsidiary in Turkey, TürkTraktör ve Ziraat Makineleri A.S. Refer to Note 1 for additional information. While the prior period amounts have been revised, as set forth below for comparability, the impact of the correction in these prior periods is not material to the consolidated financial statements of the Company in any of the impacted periods.
The prior period impacts to the Company’s Consolidated Statements of Operations were as shown below. In addition, Net income (loss) attributable to CNH Industrial N.V. decreased $33 million from $401 million to $368 million for the three months ended March 31, 2024 and decreased $34 million from $433 million to $399 million for the three months ended June 30, 2024.
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
(in millions of dollars and shares, except per share amounts)
Previously Reported
Revision Impacts
As Revised
Previously Reported
Revision Impacts
As Revised
Income (loss) of Consolidated Group before Income Taxes
$
662
$
—
$
662
$
2,126
$
—
$
2,126
Income tax expense
(171)
—
(171)
(536)
—
(536)
Equity in income of unconsolidated subsidiaries and affiliates
79
(30)
49
176
(62)
114
Net income (loss)
570
(30)
540
1,766
(62)
1,704
Net income (loss) attributable to noncontrolling interests
3
—
3
11
—
11
Net income (loss) attributable to CNH Industrial N.V.
$
567
$
(30)
$
537
$
1,755
$
(62)
$
1,693
Earnings per share attributable to common shareholders
Basic
$
0.43
$
(0.03)
$
0.40
$
1.31
$
(0.04)
$
1.27
Diluted
$
0.42
$
(0.02)
$
0.40
$
1.30
$
(0.05)
$
1.25
Weighted average shares outstanding
Basic
1,332
—
1,332
1,337
—
1,337
Diluted
1,351
—
1,351
1,355
—
1,355
30
The prior period impacts to the Company's Consolidated Statements of Comprehensive income were as shown below.
Three Months Ended September 30, 2023
Nine Months Ended September 30, 2023
(in millions of dollars)
Previously Reported
Revision Impacts
As Revised
Previously Reported
Revision Impacts
As Revised
Net income (loss)
$
570
$
(30)
$
540
$
1,766
$
(62)
$
1,704
Other comprehensive income (loss), net of tax
Share of other comprehensive income (loss) of entities using the equity method
(8)
—
(8)
(23)
12
(11)
Other comprehensive loss, net of tax
(58)
—
(58)
(23)
12
(11)
Comprehensive income (loss)
512
(30)
482
1,743
(50)
1,693
Less: Comprehensive income (loss) attributable to noncontrolling interests
(1)
—
(1)
10
—
10
Comprehensive income (loss) attributable to CNH Industrial N.V.
$
513
$
(30)
$
483
$
1,733
$
(50)
$
1,683
The prior period impacts to the Company's Consolidated Balance Sheet were as shown below.
December 31, 2023
(in millions of dollars)
Previously Reported
Revision Impacts
As Revised
Assets
Investments in unconsolidated subsidiaries and affiliates
563
(84)
479
Total Assets
$
46,351
$
(84)
$
46,267
Liabilities and Equity
Total Liabilities
38,117
—
38,117
Redeemable equity
54
—
54
Retained earnings
9,750
(96)
9,654
Accumulated other comprehensive income (loss)
(2,374)
12
(2,362)
Total Equity
8,180
(84)
8,096
Total Liabilities and Equity
$
46,351
$
(84)
$
46,267
The prior period impacts to the Company's Consolidated Statement of Cash Flows were as follows:
Nine Months Ended September 30, 2023
(in millions of dollars)
Previously Reported
Revision Impacts
As Revised
Cash Flows from Operating Activities
Net Income (loss)
$
1,766
$
(62)
$
1,704
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Undistributed income of unconsolidated subsidiaries
(125)
62
(63)
Net cash provided (used) by operating activities
(608)
—
(608)
21. SUBSEQUENT EVENTS
On October 10, 2024, CNH Industrial Capital Canada Ltd. completed its notes offering of CAD300 million in aggregate principal amount of 4.000% notes due April 11, 2028, with an issue price of 99.964%.
On October 9, 2024, CNH Industrial Capital LLC completed its notes offering of $500 million in aggregate principal amount of 4.500% notes due 2027, with an issue price of 99.809%.
31
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
CNH Industrial N.V. (“CNH” or the “Company”) is incorporated in, and under the laws of the Netherlands. CNH has its corporate seat in Amsterdam, the Netherlands, and its principal office in Basildon, England, United Kingdom. Unless otherwise indicated or the context otherwise requires, the terms “CNH” and the “Company” refer to CNH and its consolidated subsidiaries.
The Company has three reportable segments reflecting the three businesses directly managed by CNH Industrial N.V., consisting of: (i) Agriculture, which designs, produces and sells agricultural equipment (ii) Construction, which designs, produces and sells construction equipment, and (iii) Financial Services, which provides financial services to customers acquiring our products. The Company’s worldwide Agriculture and Construction operations, as well as corporate functions, are collectively referred to as “Industrial Activities.”
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the notes to our unaudited consolidated financial statements in this report, as well as our annual report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report") filed with the U.S. Securities and Exchange Commission (“SEC”). Results for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year due to seasonal and other factors.
Certain financial information in this report has been presented by geographic region. Our geographic regions are: (1) North America; (2) Europe, Middle East and Africa ("EMEA"); (3) South America and (4) Asia Pacific. The geographic designations have the following meanings:
•North America: United States, Canada and Mexico;
•Europe, Middle East and Africa: member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Turkey, Uzbekistan, Pakistan, the African continent, and the Middle East;
•South America: Central and South America, and the Caribbean Islands; and
•Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.
Non-GAAP Financial Measures
CNH monitors its operations through the use of non-GAAP financial measures. CNH’s management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers’ ability to assess CNH’s financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as to make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations. These non-GAAP financial measures have no standardized meaning under U.S. GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP.
Our primary non-GAAP financial measures are defined as follows:
Adjusted EBIT of Industrial Activities
Adjusted EBIT of Industrial Activities is defined as net income (loss) before: income taxes, Financial Services’ results, Industrial Activities’ interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items. Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.
Net Cash (Debt) and Net Cash (Debt) of Industrial Activities
Net Cash (Debt) is defined as total debt less: intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit rating counterparties) and derivative hedging debt. CNH provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets. Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.
32
Revenues on a Constant Currency Basis
We discuss the fluctuations in revenues on a constant currency basis by applying the prior-year average exchange rates to current year’s revenue expressed in local currency in order to eliminate the impact of foreign exchange (“FX”) rate fluctuations.
A. OPERATING RESULTS
The operations and key financial measures and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results. For further information, see “Supplemental Information” within this section, where we present supplemental consolidating data split by Industrial Activities and Financial Services. Transactions between Industrial Activities and Financial Services have been eliminated to arrive at the consolidated data.
Global Business Conditions
In combination with the downturn in our industry cycle, lower commodity prices, changes in government policies, higher interest rates and repercussions from geopolitical events, the global economy continues to experience events affecting our suppliers, customers and business operations. As a consequence of the industry downturn, and the resulting increase in dealer inventories of our products, the Company expects production volumes to decline for the rest of 2024 due to lower demand. Given these conditions, we expect manufacturing inefficiencies and lower fixed cost absorption.
For a discussion of the Company’s risks and uncertainties, see Part 1, Item 1A: Risk Factors in the Company’s Form 10-K for the year ended December 31, 2023 and Part II, Item 1A: Risk Factors within this Form 10-Q.
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Consolidated Results of Operations
Three Months Ended September 30,
(in millions of dollars)
2024
2023(1)
Revenues
Net sales
$
3,997
$
5,332
Finance, interest and other income
657
654
Total Revenues
4,654
5,986
Costs and Expenses
Cost of goods sold
3,130
4,059
Selling, general and administrative expenses
426
462
Research and development expenses
221
266
Restructuring expenses
12
5
Interest expense
378
346
Other, net
127
186
Total Costs and Expenses
4,294
5,324
Income of Consolidated Group before Income Taxes
360
662
Income tax expense
(75)
(171)
Equity in income of unconsolidated subsidiaries and affiliates
25
49
Net income (loss)
310
540
Net income (loss) attributable to noncontrolling interests
4
3
Net income (loss) attributable to CNH Industrial N.V.
$
306
$
537
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Revenues
We recorded revenues of $4,654 million for the three months ended September 30, 2024, a decline of 22.3% (down 20.9% on a constant currency basis) compared to the three months ended September 30, 2023. Net sales were $3,997 million in the three months ended September 30, 2024, a decrease of 25.0% (down 24.0% on a constant currency basis) compared to the three months ended September 30, 2023. This decline was primarily due to lower shipment volumes on decreased industry demand and reduced dealer inventory requirements.
33
Cost of Goods Sold
Cost of goods sold was $3,130 million for the three months ended September 30, 2024 compared with $4,059 million for the three months ended September 30, 2023. As a percentage of net sales of Industrial Activities, cost of goods sold was 78.3% in the three months ended September 30, 2024 (76.1% for the three months ended September 30, 2023), which was impacted by lower production volume and unfavorable mix, partially offset by improved purchasing and manufacturing costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $426 million for the three months ended September 30, 2024 (9.2% of total revenues), down $36 million compared to the three months ended September 30, 2023 (7.7% of total revenues). Total expenses were lower primarily due to a decrease in labor costs, driven by the Company's restructuring program, partially offset by higher credit risk provisions in the Financial Services segment.
Research and Development Expenses
Research and development expenses were $221 million and $266 million for the three months ended September 30, 2024 and 2023, respectively.
Restructuring Expenses
Restructuring expenses were $12 million and $5 million for the three months ended September 30, 2024 and 2023, respectively. The Company’s restructuring program announced in November 2023 targets both labor and non-labor SG&A expenses. The Company has incurred a total of $124 million from launch to September 30, 2024 under this program which is substantially complete.
Interest Expense
Interest expense was $378 million for the three months ended September 30, 2024 compared to $346 million for the three months ended September 30, 2023. The interest expense attributable to Industrial Activities for the three months ended September 30, 2024, net of interest income and eliminations, was $36 million, compared to $10 million in the three months ended September 30, 2023.
Other, net
Other, net expenses were $127 million for the three months ended September 30, 2024 and included a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Other, net expenses were $186 million for the three months ended September 30, 2023 and included a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Income Taxes
Three Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023(1)
Income of Consolidated Group before Income Taxes
$
360
$
662
Income tax (expense) benefit
$
(75)
$
(171)
Effective tax rate
20.8
%
25.8
%
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Income tax expense for the three months ended September 30, 2024 was $75 million compared to $171 million for the three months ended September 30, 2023. The effective tax rate for the three months ended September 30, 2024 and 2023 was 20.8% and 25.8%, respectively. The reduction in the 2024 effective tax rate was due to the impact of the company's income mix, including the existence of credits and other permanent benefits, as well as by discrete items, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina and the one-time impact of a patent box tax deduction in the UK.
Equity in Income of Unconsolidated Subsidiaries and Affiliates
Equity in income of unconsolidated subsidiaries and affiliates was $25 million and $49 million for the three months ended September 30, 2024 and 2023, respectively.
34
Net Income
Net income was $310 million for the three months ended September 30, 2024, compared to net income of $540 million for the three months ended September 30, 2023. Net income for the three months ended September 30, 2024 included a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification, partially offset by restructuring expenses of $12 million.
Net income for the three months ended September 30, 2023 included a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification, partially offset by restructuring expenses of $5 million.
Industrial Activities and Business Segments
The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments:
Three Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023
% Change
% Change Excl. FX
Revenues:
Agriculture
$
3,310
$
4,384
(24.5)
%
(23.6)
%
Construction
687
948
(27.5)
%
(26.0)
%
Eliminations and other
—
—
Total Net sales of Industrial Activities
3,997
5,332
(25.0)
%
(24.0)
%
Financial Services
659
653
0.9
%
4.6
%
Eliminations and other
(2)
1
Total Revenues
$
4,654
$
5,986
(22.3)
%
(20.9)
%
Three Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023(1)
$ Change
2024 Adj EBIT Margin
2023 Adj EBIT Margin
Adjusted EBIT by segment:
Agriculture
$
336
$
642
$
(306)
10.2
%
14.6
%
Construction
40
60
(20)
5.8
%
6.3
%
Unallocated items, eliminations and other
(40)
(75)
35
Total Adjusted EBIT of Industrial Activities
$
336
$
627
$
(291)
8.4
%
11.8
%
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Net sales of Industrial Activities were $3,997 million during the three months ended September 30, 2024, a decrease of 25.0% compared to the three months ended September 30, 2023 (down 24.0% on a constant currency basis). This decline was primarily due to lower shipment volumes on decreased industry demand, reduced dealer inventory unit requirements across all regions and unfavorable net price realization due to enhanced retail actions.
Adjusted EBIT of Industrial Activities was $336 million during the three months ended September 30, 2024, compared to an adjusted EBIT of $627 million during the three months ended September 30, 2023. The decline was primarily due to lower industry volumes; partially offset by improved purchasing and manufacturing costs, and a continued reduction in SG&A expenses.
Segment Performance
Agriculture
Net Sales
The following table shows Agriculture net sales by geographic region for the three months ended September 30, 2024 compared to the three months ended September 30, 2023:
35
Agriculture Sales—by geographic region
Three Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023
% Change
North America
$
1,402
$
1,807
(22.4)
%
Europe, Middle East and Africa
905
1,202
(24.7)
%
South America
582
830
(29.9)
%
Asia Pacific
421
545
(22.8)
%
Total
$
3,310
$
4,384
(24.5)
%
Agriculture's net sales totaled $3,310 million in the three months ended September 30, 2024, a decrease of 24.5% compared to the three months ended September 30, 2023 (down 23.6% on a constant currency basis) This decline was primarily due to lower shipment volumes on decreased industry demand, dealer inventory unit requirements across all regions and unfavorable net price realization due to enhanced retail actions.
In North America, industry volume was down 18% year-over-year in the third quarter for tractors under 140 HP and was down 17% for tractors over 140 HP; combines were down 29%. In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 20% and 50%, respectively. South America tractor and combine demand was down 12% and 32%, respectively, continuing the negative trend of previous quarters. Asia Pacific tractor demand was up 1%, while combine demand was down 33%.
Adjusted EBIT
Adjusted EBIT was $336 million in the three months ended September 30, 2024, compared to $642 million in the three months ended September 30, 2023. The decrease was driven by the lower industry volumes; partially offset by improved purchasing and manufacturing costs, and a continued reduction in SG&A expenses. R&D investments accounted for 6.0% of sales (5.5% in the three months ended September 30, 2023). Adjusted EBIT margin was 10.2% (14.6% in the three months ended September 30, 2023).
Construction
Net Sales
The following table shows Construction net sales by geographic region for the three months ended September 30, 2024 compared to the three months ended September 30, 2023:
Construction Sales—by geographic region
Three Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023
% Change
North America
$
358
$
544
(34.2)
%
Europe, Middle East and Africa
151
200
(24.5)
%
South America
136
147
(7.5)
%
Asia Pacific
42
57
(26.3)
%
Total
$
687
$
948
(27.5)
%
Construction's net sales totaled $687 million in the three months ended September 30, 2024, a decline of 27.5% compared to the three months ended September 30, 2023 (down 26.0% on a constant currency basis), due to lower volumes driven mainly by a decrease in market demand across all regions.
Global industry volume for construction equipment increased 1% year-over-year in the third quarter for Heavy construction equipment; Light construction equipment was down 9%. Aggregated demand decreased 16% in EMEA and 7% in North America, but increased 11% in South America and 3% in Asia Pacific.
Adjusted EBIT
Adjusted EBIT was $40 million in the three months ended September 30, 2024, compared to $60 million in the three months ended September 30, 2023 as a result of lower volumes and unfavorable net price realization; partially offset by improved product costs, better plant efficiencies and lower SG&A expenses. Adjusted EBIT margin was 5.8% (6.3% in the three months ended September 30, 2023).
36
Financial Services Performance
Finance, Interest and Other Income
Revenues of Financial Services were $659 million in the three months ended September 30, 2024, up 0.9% compared to the three months ended September 30, 2023 (up 4.6% on a constant currency basis), due to favorable volumes in all regions except EMEA and higher yields in North America; partially offset by decreased yields in South America due to product mix, and lower used equipment sales due to decreased operating lease maturities.
Net Income
Net income of Financial Services was $78 million in the three months ended September 30, 2024, a decrease of $8 million compared to the three months ended September 30, 2023, primarily due to increased risk costs driven by higher delinquencies in South America, partially offset by higher volumes and interest margin improvements in most regions.
In the three months ended September 30, 2024, retail loan originations, including unconsolidated joint ventures, were $2.8 billion, down $0.2 billion compared to 2023 (down $0.2 billion on a constant currency basis.) The managed portfolio (including unconsolidated joint ventures) was $29.0 billion as of September 30, 2024 (of which retail was 67% and wholesale was 33%), up $2.2 billion compared to September 30, 2023 (up $2.2 billion on a constant currency basis).
At September 30, 2024, the receivables balance greater than 30 days past due as a percentage of receivables was down sequentially to 2.2%, however was elevated from prior year (1.6% as of September 30, 2023) due to economic and environmental factors, specifically in South America.
Reconciliation of Net Income (Loss) to Adjusted EBIT
The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure:
Three Months Ended September 30,
(in millions of dollars)
2024
2023(1)
Agriculture
$
336
$
642
Construction
40
60
Unallocated items, eliminations and other
(40)
(75)
Total Adjusted EBIT of Industrial Activities
336
627
Financial Services Net income (loss)
78
86
Financial Services Income Taxes
13
34
Interest expense of Industrial Activities, net of interest income and eliminations
(36)
(10)
Foreign exchange gains (losses), net of Industrial Activities
(8)
(21)
Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities(2)
—
—
Restructuring expense of Industrial Activities
(12)
(5)
Other discrete items(3)
14
—
Income (loss) before taxes
385
711
Income tax (expense) benefit
(75)
(171)
Net income (loss)
$
310
$
540
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) In the three months ended September 30, 2024 and 2023, this item includes the pre-tax gain of $6 million as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
(3) In the three months ended September 30, 2024, this item includesa gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. In the three months ended September 30, 2023, this item did not include any discrete items.
37
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Consolidated Results of Operations
Nine Months Ended September 30,
(in millions of dollars)
2024(1)
2023(1)
Revenues
Net sales
$
12,931
$
16,062
Finance, interest and other income
2,029
1,833
Total Revenues
14,960
17,895
Costs and Expenses
Cost of goods sold
10,027
12,133
Selling, general and administrative expenses
1,298
1,385
Research and development expenses
686
766
Restructuring expenses
94
8
Interest expense
1,190
941
Other, net
449
536
Total Costs and Expenses
13,744
15,769
Income of Consolidated Group before Income Taxes
1,216
2,126
Income tax expense
(247)
(536)
Equity in income of unconsolidated subsidiaries and affiliates
114
114
Net income (loss)
1,083
1,704
Net income (loss) attributable to noncontrolling interests
10
11
Net income (loss) attributable to CNH Industrial N.V.
$
1,073
$
1,693
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Revenues
We recorded revenues of $14,960 million for the nine months ended September 30, 2024, a decline of 16.4% (down 15.8% on a constant currency basis) compared to the nine months ended September 30, 2023. Net sales were $12,931 million in the nine months ended September 30, 2024, a decline of 19.5% (down 19.0% on a constant currency basis) compared to the nine months ended September 30, 2024. This decline was mainly due to lower shipment volumes on decreased industry demand and reduced dealer inventory unit requirements.
Cost of Goods Sold
Cost of goods sold was $10,027 million for the nine months ended September 30, 2024 compared with $12,133 million for the nine months ended September 30, 2023. As a percentage of net sales of Industrial Activities, cost of goods sold was 77.5% in the nine months ended September 30, 2024 (75.5% for the nine months ended September 30, 2023), which was impacted by lower production volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,298 million for the nine months ended September 30, 2024 (8.7% of total revenues), down $87 million compared to the nine months ended September 30, 2023 (7.7% of total revenues). Total expenses were lower primarily due to a decrease in labor costs, driven by the Company's restructuring program, partially offset by higher credit risk provisions in the Financial Services segment.
Research and Development Expenses
Research and development expenses were $686 million and $766 million for the nine months ended September 30, 2024 and 2023, respectively.
Restructuring Expenses
Restructuring expenses were $94 million and $8 million for the nine months ended September 30, 2024 and 2023, respectively. The Company’s restructuring program announced in November 2023 targets both labor and non-labor SG&A expenses. The Company has incurred a total of $124 million from launch to September 30, 2024 under this program which is substantially complete.
38
Interest Expense
Interest expense was $1,190 million for the nine months ended September 30, 2024 compared to $941 million for the nine months ended September 30, 2023. The interest expense attributable to Industrial Activities for the three months ended September 30, 2024, net of interest income and eliminations, was $114 million, compared to $36 million in the nine months ended September 30, 2023.
Other, net
Other, net expenses were $449 million for the nine months ended September 30, 2024 and included a loss on the sale of non-core product lines of $15 million, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary.
Other, net expenses were $536 million for the nine months ended September 30, 2023 and includes a loss of $23 million on the sale of CNH Industrial Russia and CNH Capital Russia, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann.
Income Taxes
Nine Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023(1)
Income of Consolidated Group before Income Taxes
$
1,216
$
2,126
Income tax (expense) benefit
$
(247)
$
(536)
Effective tax rate
20.3
%
25.2
%
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
Income tax expense for the nine months ended September 30, 2024 was $247 million compared to $536 million for the nine months ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2024 and 2023 was 20.3% and 25.2%, respectively. The reduction in the effective tax rate for the nine months ended September 30, 2024 was due to discrete items that reduced the rate in 2024, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina. The 2023 effective tax rate was reduced by the impact related to the sale of CNH Industrial Russia, although this tax reduction was partially offset by discrete tax expenses associated with prior periods.
Equity in Income of Unconsolidated Subsidiaries and Affiliates
Equity in income of unconsolidated subsidiaries and affiliates was $114 million and $114 million for the nine months ended September 30, 2024 and 2023, respectively.
Net Income
Net income was $1,083 million for the nine months ended September 30, 2024, compared to net income of $1,704 million for the nine months ended September 30, 2023. Net income for the nine months ended September 30, 2024 included restructuring expenses of $94 million and a loss of $15 million on the sale of certain non-core product lines, partially offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary.
Net income for the nine months ended September 30, 2023 included a loss of $17 million related to the sale of CNH Industrial Russia, a loss of $6 million related to CNH Capital Russia, and restructuring expenses of $8 million, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann.
39
Industrial Activities and Business Segments
The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments:
For the nine months ended September 30, 2024 in North America, industry volume was down 14% year-over-year for tractors under 140 HP and down 6% for tractors over 140 HP; combines were down 19%. In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 14% and down 42%, respectively. South America tractor demand was down 12% and combine demand was down 34% continuing the negative trend of the second half of 2023. Asia Pacific tractor demand was down 4% while combine demand was up 12% in the region as a whole.
Adjusted EBIT
Adjusted EBIT was $1,226 million in the nine months ended September 30, 2024, compared to $2,001 million in the nine months ended September 30, 2023. The decrease was driven by lower volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs, along with a continued reduction in SG&A expenses. R&D investments accounted for 5.8% of sales (5.2% in the nine months ended September 30, 2023). Adjusted EBIT margin was 11.6%.
Construction
Net Sales
The following table shows Construction net sales by geographic region for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:
Construction Sales—by geographic region
Nine Months Ended September 30,
(in millions of dollars, except percentages)
2024
2023
% Change
North America
$
1,300
$
1,594
(18.4)
%
Europe, Middle East and Africa
479
650
(26.3)
%
South America
394
425
(7.3)
%
Asia Pacific
162
192
(15.6)
%
Total
$
2,335
$
2,861
(18.4)
%
Construction's net sales totaled $2,335 million in the nine months ended September 30, 2024, a decline of 18.4% compared to the nine months ended September 30, 2023 (down 17.8% on a constant currency basis), due to lower volume across all regions driven mainly by lower market demand.
In the nine months ended September 30, 2024 global industry volume for construction equipment decreased 1% year-over-year for Heavy construction equipment; Light construction equipment was down 7%. Aggregated demand decreased 14% in EMEA and decreased 6% in North America, but increased 12% in South America and increased 1% in Asia Pacific.
Adjusted EBIT
Adjusted EBIT was $151 million in the nine months ended September 30, 2024, compared to $176 million in the nine months ended September 30, 2023 as a result of lower volumes, mostly offset by improved purchasing and manufacturing costs, along with lower SG&A expenses. Adjusted EBIT margin was 6.5%.
Financial Services Performance
Finance, Interest and Other Income
Revenues of Financial Services were $2,031 million in the nine months ended September 30, 2024, up 12.5% compared to the nine months ended September 30, 2023 (up 14.1% on a constant currency basis), due to favorable volumes in all regions except EMEA and higher yields in all regions, except South America, partially offset by lower used equipment sales due to decreased operating lease maturities.
Net Income
Net income of Financial Services was $287 million in the nine months ended September 30, 2024, an increase of $29 million compared to the nine months ended September 30, 2023, primarily due to favorable volumes in all regions except EMEA, margin improvement in all regions except Asia Pacific, and a favorable effective tax rate due to Argentina inflation adjustment in the current year; partially offset by increased risk costs due to higher aged delinquencies in South America, increased specific reserve needs in North America and lower used equipment sales from less operating lease maturities.
41
In the nine months ended September 30, 2024, retail loan originations, including unconsolidated joint ventures, were $8.2 billion, up $0.1 billion compared to 2023 (up $0.2 billion on a constant currency basis). The managed portfolio, including unconsolidated joint ventures, was $29.0 billion as of September 30, 2024 (of which retail was 67% and wholesale 33%), up $2.2 billion compared to September 30, 2023 (up $2.2 billion on a constant currency basis).
At September 30, 2024, the receivables balance greater than 30 days past due as a percentage of receivables was down sequentially to 2.2%, however was elevated from prior year (1.6% as of September 30, 2023) due to economic and environmental factors, specifically in South America.
Reconciliation of Net Income (Loss) to Adjusted EBIT
The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure:
Nine Months Ended September 30,
(in millions of dollars)
2024(1)
2023(1)
Agriculture
$
1,226
$
2,001
Construction
151
176
Unallocated items, eliminations and other
(167)
(205)
Total Adjusted EBIT of Industrial Activities
1,210
1,972
Financial Services Net income (loss)
287
258
Financial Services Income Taxes
55
89
Interest expense of Industrial Activities, net of interest income and eliminations
(114)
(36)
Foreign exchange gains (losses), net of Industrial Activities
(12)
(27)
Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities(2)
(2)
2
Restructuring expense of Industrial Activities
(93)
(8)
Other discrete items(3)
(1)
(10)
Income (loss) before taxes
1,330
2,240
Income tax (expense) benefit
(247)
(536)
Net income (loss)
$
1,083
$
1,704
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) In the nine months ended September 30, 2024 and 2023, this item includes the pre-tax gain of $18 million as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
(3) In the nine months ended September 30, 2024, this item includesa gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. offset bya loss of $15 million on the sale of certain non-core product lines. In the nine months ended September 30, 2023 this item included a gain of $13 million in relation to the fair value remeasurement of Augmenta and Bennamann, offset by a $23 million loss on the sale of CNH Industrial Russia and CNH Capital Russia.
42
Supplemental Information
The operations, key financial measures, and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding the consolidated operations and financial results of CNH. This supplemental information does not purport to represent the operations of each group as if each group were to operate on a standalone basis. This supplemental data includes:
Industrial Activities—The financial information captioned “Industrial Activities” reflects the consolidation of all majority-owned subsidiaries except for the Financial Services business.
Financial Services—The financial information captioned “Financial Services” reflects the consolidation or combination of the Financial Services business.
Statement of Operations
Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
(in millions of dollars)
Industrial Activities(2)
Financial Services
Eliminations
Consolidated
Industrial Activities(1)(2)
Financial Services
Eliminations
Consolidated
Revenues
Net sales
$
3,997
$
—
$
—
$
3,997
$
5,332
$
—
$
—
$
5,332
Finance, interest and other income
27
659
(29)
(3)
657
49
653
(48)
(3)
654
Total Revenues
4,024
659
(29)
4,654
5,381
653
(48)
5,986
Costs and Expenses
Cost of goods sold
3,130
—
—
3,130
4,059
—
—
4,059
Selling, general & administrative expenses
313
113
—
426
398
64
—
462
Research and development expenses
221
—
—
221
266
—
—
266
Restructuring expenses
12
—
—
12
5
—
—
5
Interest expense
63
344
(29)
(4)
378
59
335
(48)
(4)
346
Other, net
11
116
—
127
47
139
—
186
Total Costs and Expenses
3,750
573
(29)
4,294
4,834
538
(48)
5,324
Income of Consolidated Group before Income Taxes
274
86
—
360
547
115
—
662
Income tax expense
(62)
(13)
—
(75)
(137)
(34)
—
(171)
Equity in income of unconsolidated subsidiaries and affiliates
20
5
—
25
44
5
—
49
Net income (loss)
$
232
$
78
$
—
$
310
$
454
$
86
$
—
$
540
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(3) Eliminations of Financial Services' interest income earned from Industrial Activities.
(4) Eliminations of Industrial Activities' interest expense to Financial Services.
43
Statement of Operations
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
(in millions of dollars)
Industrial Activities(2)
Financial Services
Eliminations
Consolidated
Industrial Activities(1) (2)
Financial Services
Eliminations
Consolidated
Revenues
Net sales
$
12,931
$
—
$
—
$
12,931
$
16,062
$
—
$
—
$
16,062
Finance, interest and other income
98
2,031
(100)
(3)
2,029
153
1,805
(125)
(3)
1,833
Total Revenues
13,029
2,031
(100)
14,960
16,215
1,805
(125)
17,895
Costs and Expenses
Cost of goods sold
10,027
—
—
10,027
12,133
—
—
12,133
Selling, general & administrative expenses
1,029
269
—
1,298
1,219
166
—
1,385
Research and development expenses
686
—
—
686
766
—
—
766
Restructuring expenses
93
1
—
94
8
—
—
8
Interest expense
212
1,078
(100)
(4)
1,190
189
877
(125)
(4)
941
Other, net
94
355
—
449
109
427
—
536
Total Costs and Expenses
12,141
1,703
(100)
13,744
14,424
1,470
(125)
15,769
Income of Consolidated Group before Income Taxes
888
328
—
1,216
1,791
335
—
2,126
Income tax expense
(192)
(55)
—
(247)
(447)
(89)
—
(536)
Equity in income of unconsolidated subsidiaries and affiliates
100
14
—
114
102
12
—
114
Net income (loss)
$
796
$
287
$
—
$
1,083
$
1,446
$
258
$
—
$
1,704
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(3) Eliminations of Financial Services' interest income earned from Industrial Activities.
(4) Eliminations of Industrial Activities' interest expense to Financial Services.
44
Balance Sheets
September 30, 2024
December 31, 2023
(in millions of dollars)
Industrial Activities(1)
Financial Services
Eliminations
Consolidated
Industrial Activities(1) (2)
Financial Services
Eliminations
Consolidated
Assets
Cash and cash equivalents
$
1,358
$
443
$
—
$
1,801
$
3,532
$
790
$
—
$
4,322
Restricted cash
98
551
—
649
96
627
—
723
Trade receivables, net
215
6
(9)
(3)
212
136
9
(12)
(3)
133
Financing receivables, net
267
24,316
(521)
(4)
24,062
393
24,539
(683)
(4)
24,249
Financial receivables from Iveco Group N.V.
164
110
—
274
302
78
—
380
Inventories, net
5,886
44
—
5,930
5,522
23
—
5,545
Property, plant and equipment, net
1,979
1
—
1,980
1,912
1
—
1,913
Investments in unconsolidated subsidiaries and affiliates
394
138
—
532
356
123
—
479
Equipment under operating leases
48
1,358
—
1,406
39
1,378
—
1,417
Goodwill, net
3,475
140
—
3,615
3,473
141
—
3,614
Other intangible assets, net
1,228
23
—
1,251
1,266
26
—
1,292
Deferred tax assets
904
165
(112)
(5)
957
933
181
(135)
(5)
979
Derivative assets
61
112
(14)
(6)
159
48
104
(16)
(6)
136
Other assets
1,265
125
(185)
(3)
1,205
1,149
119
(183)
(3)
1,085
Total Assets
$
17,342
$
27,532
$
(841)
$
44,033
$
19,157
$
28,139
$
(1,029)
$
46,267
Liabilities and Equity
Debt
$
4,675
$
23,281
$
(656)
(4)
$
27,300
$
4,433
$
23,721
$
(828)
(4)
$
27,326
Financial payables from Iveco Group N.V.
3
45
—
48
6
140
—
146
Trade payables
2,288
130
(9)
(3)
2,409
3,424
198
(11)
(3)
3,611
Deferred tax liabilities
36
112
(112)
(5)
36
35
135
(135)
(5)
35
Pension, postretirement and other postemployment benefits
444
6
—
450
471
5
—
476
Derivative liabilities
100
59
(14)
(6)
145
116
116
(16)
(6)
216
Other liabilities
4,959
967
(50)
(3)
5,876
5,311
1,035
(39)
(3)
6,307
Total Liabilities
12,505
24,600
(841)
36,264
13,796
25,350
(1,029)
38,117
Redeemable noncontrolling interest
57
—
—
57
54
—
—
54
Equity
4,780
2,932
—
7,712
5,307
2,789
—
8,096
Total Liabilities and Equity
$
17,342
$
27,532
$
(841)
$
44,033
$
19,157
$
28,139
$
(1,029)
$
46,267
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(3) Eliminations of primarily receivables/payables between Industrial Activities and Financial Services.
(4) Eliminations of financing receivables/payables between Industrial Activities and Financial Services.
(5) Reclassification of deferred tax assets/liabilities in the same jurisdiction and reclassification needed for appropriate consolidated presentation.
(6) Elimination of derivative assets/liabilities between Industrial Activities and Financial Services.
45
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
(in millions of dollars)
Industrial Activities(2)
Financial Services
Eliminations
Consolidated
Industrial Activities(1)(2)
Financial Services
Eliminations
Consolidated
Cash Flows from Operating Activities
Net income (loss)
$
796
$
287
$
—
$
1,083
$
1,446
$
258
$
—
$
1,704
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization expense excluding assets under operating lease
312
3
—
315
273
3
—
276
Depreciation and amortization expense of assets under operating lease
6
133
—
139
6
134
—
140
(Gain) loss from disposal of assets, net
7
—
—
7
21
—
—
21
Undistributed income of unconsolidated subsidiaries
88
(14)
(105)
(3)
(31)
(47)
(12)
(4)
(3)
(63)
Other non-cash items, net
45
231
—
276
73
63
—
136
Changes in operating assets and liabilities:
Provisions
54
(2)
—
52
617
1
—
618
Deferred income taxes
17
(48)
—
(31)
(271)
(48)
—
(319)
Trade and financing receivables related to sales, net
(81)
565
(2)
(4)
482
(25)
(1,582)
5
(4)
(1,602)
Inventories, net
(468)
212
—
(256)
(1,722)
279
—
(1,443)
Trade payables
(1,154)
(65)
2
(4)
(1,217)
(56)
(40)
(5)
(4)
(101)
Other assets and liabilities
(507)
(36)
—
(543)
(174)
199
—
25
Net cash provided (used) by operating activities
(885)
1,266
(105)
276
141
(745)
(4)
(608)
Cash Flows from Investing Activities
Additions to retail receivables
—
(5,917)
—
(5,917)
—
(5,689)
—
(5,689)
Collections of retail receivables
—
4,840
—
4,840
—
4,308
—
4,308
Proceeds from sale of asset, excluding assets sold under operating leases
1
—
—
1
1
—
—
1
Expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease
(329)
(1)
—
(330)
(397)
(4)
—
(401)
Expenditures for assets under operating lease
(27)
(354)
—
(381)
(26)
(358)
—
(384)
Other, net
206
(195)
(1)
10
460
(441)
104
123
Net cash provided (used) by investing activities
(149)
(1,627)
(1)
(1,777)
38
(2,184)
104
(2,042)
Cash Flows from Financing Activities
Proceeds from long-term debt
1,916
11,178
—
13,094
—
7,510
—
7,510
Payments of long-term debt
(1,855)
(10,354)
—
(12,209)
(1,002)
(5,476)
—
(6,478)
Net increase (decrease) in other financial liabilities
165
(757)
—
(592)
225
705
—
930
Dividends paid
(600)
(105)
105
(3)
(600)
(531)
(4)
4
(3)
(531)
Purchase of treasury stock and other
(689)
(1)
1
(689)
(224)
104
(104)
(224)
Net cash provided (used) by financing activities
(1,063)
(39)
106
(996)
(1,532)
2,839
(100)
1,207
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash
(75)
(23)
—
(98)
1
(2)
—
(1)
Net increase (decrease) in cash and cash equivalents
(2,172)
(423)
—
(2,595)
(1,352)
(92)
—
(1,444)
Cash and cash equivalents, beginning of year
3,628
1,417
—
5,045
3,960
1,169
—
5,129
Cash and cash equivalents, end of period
$
1,456
$
994
$
—
$
2,450
$
2,608
$
1,077
$
—
$
3,685
(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.
(2) Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(3) This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash used in operating activities.
(4) This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.
46
B. CRITICAL ACCOUNTING ESTIMATES
See our critical accounting estimates discussed in Part II, Item 7. Management's Discussion and Analysis of Financial Condition—Critical Accounting Estimates of our 2023 Annual Report. There have been no material changes to these estimates.
C. LIQUIDITY AND CAPITAL RESOURCES
The following discussion of liquidity and capital resources principally focuses on our consolidated statement of cash flows and our consolidated statement of financial position. Our operations are capital intensive and subject to seasonal variations in financing requirements for dealer receivables and dealer and company inventories. Whenever necessary, funds from operating activities are supplemented from external sources. CNH focuses on cash preservation and leveraging its good access to funding in order to maintain solid financial strength and liquidity.
Cash Flow Analysis
At September 30, 2024, Cash and cash equivalents and Restricted cash were $2,450 million, a decrease of $2,595 million from $5,045 million at December 31, 2023, primarily due to operating activity cash absorption, the share buyback program, dividends paid, receivable portfolio absorption, and investments in fixed assets, partially offset by an increase in external borrowing to support working capital requirements.
At September 30, 2024, Cash and cash equivalents were $1,801 million ($4,322 million at December 31, 2023) and Restricted cash was $649 million ($723 million at December 31, 2023), respectively. Undrawn medium-term unsecured committed facilities were $5,215 million ($5,945 million at December 31, 2023). At September 30, 2024, the aggregate of Cash and cash equivalents, Restricted cash, undrawn medium-term unsecured committed facilities, and net financial receivables from Iveco Group which we consider to constitute our principal liquid assets (or "available liquidity"), totaled $7,891 million ($11,224 million at December 31, 2023). At September 30, 2024, this amount also included $226 million net financial receivables from Iveco Group ($234 million net financial receivables at December 31, 2023) consisting of net financial receivables mainly towards Financial Services of Iveco Group.
Net Cash from Operating Activities
Cash provided by operating activities in the nine months ended September 30, 2024 totaled $276 million and primarily comprised the following elements:
▪$1,083 million net income;
▪plus $454 million in non-cash charges for depreciation and amortization ($315 million excluding equipment on operating leases);
▪less change in working capital of $1,534 million.
In the nine months ended September 30, 2023, net cash used in operating activities was $608 million primarily as a result of $3,121 million change in working capital and $319 million change in deferred income taxes, partially offset by $1,704 million in net income, $618 million change in provisions, $416 million in non-cash charges for depreciation and amortization.
Net Cash from Investing Activities
Net cash used in investing activities was $1,777 million in the nine months ended September 30, 2024 and was primarily due to net additions to retail receivables ($1,077 million), expenditures for assets under operating leases ($381 million), and expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease ($330 million).
Net cash used in investing activities was $2,042 million in the nine months ended September 30, 2023 and was primarily due to additions to retail receivables ($1,381 million), expenditures for assets under operating leases ($384 million), expenditures for property, plant and equipment and intangible assets, net of assets under operating lease ($401 million).
Net Cash from Financing Activities
Net cash used in financing activities was $996 million in the nine months ended September 30, 2024 and was primarily due to the shares buyback program and dividends paid, partially offset by $293 millionincrease in external borrowings to support working capital requirements.
Net cash provided by financing activities was $1,207 million in the nine months ended September 30, 2023 and was primarily due to an increase in external borrowings to support working capital requirements and an increase to our Financial Services portfolio, partially offset by dividends paid.
A summary of total debt as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):
47
September 30, 2024
December 31, 2023
Industrial Activities
Financial Services
Total
Industrial Activities
Financial Services
Total
Total bonds
$
4,033
$
5,703
$
9,736
$
3,986
$
5,170
$
9,156
Asset-backed debt
—
12,009
12,009
—
11,716
11,716
Other debt
379
5,176
5,555
146
6,308
6,454
Intersegment debt
263
393
—
301
527
—
Total Debt
4,675
23,281
27,300
4,433
23,721
27,326
Financial payables to Iveco Group
3
45
48
6
140
146
Total Debt (including Financial payables to Iveco Group)
$
4,678
$
23,326
$
27,348
$
4,439
$
23,861
$
27,472
48
A summary of issued bonds outstanding as of September 30, 2024 is as follows (in millions of dollars, except percentages):
Currency
Face value of outstanding bonds
Coupon
Maturity
Outstanding amount
Industrial Activities
Euro Medium Term Notes:
CNH Industrial Finance Europe S.A. (1)
EUR
650
1.750
%
September 12, 2025
727
CNH Industrial Finance Europe S.A. (1)
EUR
100
3.500
%
November 12, 2025
112
CNH Industrial Finance Europe S.A. (1)
EUR
500
1.875
%
January 19, 2026
560
CNH Industrial Finance Europe S.A. (1)
EUR
600
1.750
%
March 25, 2027
672
CNH Industrial Finance Europe S.A. (1)
EUR
50
3.875
%
April 21, 2028
56
CNH Industrial Finance Europe S.A. (1)
EUR
500
1.625
%
July 3, 2029
560
CNH Industrial Finance Europe S.A. (1)
EUR
50
2.200
%
July 15, 2039
56
CNH Industrial N.V. (1)
EUR
750
3.750
%
June 11, 2031
840
Other Bonds:
CNH Industrial N.V. (2)
USD
500
3.850
%
November 15, 2027
500
Hedging effects, bond premium/discount, and unamortized issuance costs
(50)
Total Industrial Activities
$
4,033
Financial Services
CNH Industrial Capital LLC
USD
500
3.950
%
May 23, 2025
500
CNH Industrial Capital LLC
USD
400
5.450
%
October 14, 2025
400
CNH Industrial Capital LLC
USD
500
1.875
%
January 15, 2026
500
CNH Industrial Capital LLC
USD
600
1.450
%
July 15, 2026
600
CNH Industrial Capital LLC
USD
600
4.550
%
April 10, 2028
600
CNH Industrial Capital LLC
USD
500
5.500
%
January 12, 2029
500
CNH Industrial Capital LLC
USD
600
5.100
%
April 20, 2029
600
CNH Industrial Capital Australia Pty Ltd.
AUD
500
5.400% 5.800%
2026/2027
346
CNH Industrial Capital Canada Ltd
CAD
300
1.500
%
October 1, 2024
222
CNH Industrial Capital Canada Ltd
CAD
400
5.500
%
August 11, 2026
296
CNH Industrial Capital Canada Ltd
CAD
400
4.800
%
March 25, 2027
296
CNH Industrial Capital Argentina SA
USD
107
0.000% 7.500%
2025/2026
107
Banco CNH Industrial Capital S.A.
BRL
4,065
11.260% 12.850%
2024/2028
750
Hedging effects, bond premium/discount, and unamortized issuance costs
(14)
Total Financial Services
$
5,703
(1) Bond listed on the Irish Stock Exchange.
(2) Bond listed on the New York Stock Exchange.
The calculation of Net Debt as of September 30, 2024 and December 31, 2023 and the reconciliation of Total Debt, the U.S. GAAP financial measure that we believe to be most directly comparable to Net Debt are shown below (in millions of dollars):
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Consolidated
Industrial Activities
Financial Services
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
September 30, 2024
December 31, 2023
Third party (debt)
$
(27,300)
$
(27,326)
$
(4,412)
$
(4,132)
$
(22,888)
$
(23,194)
Intersegment notes payable
—
—
(263)
(301)
(393)
(527)
Financial payables to Iveco Group N.V.
(48)
(146)
(3)
(6)
(45)
(140)
Total Debt(1)
(27,348)
(27,472)
(4,678)
(4,439)
(23,326)
(23,861)
Cash and cash equivalents
1,801
4,322
1,358
3,532
443
790
Restricted cash
649
723
98
96
551
627
Intersegment notes receivable
—
—
393
527
263
301
Financial receivables from Iveco Group N.V.
274
380
164
302
110
78
Other current financial assets(2)
—
—
—
—
—
—
Derivatives hedging debt
(2)
(41)
(22)
(34)
20
(7)
Net Cash/(Debt)(3)
$
(24,626)
$
(22,088)
$
(2,687)
$
(16)
$
(21,939)
$
(22,072)
(1) Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $263 million and $301 million as of September 30, 2024 and December 31, 2023, respectively. Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $393 million and $527 million as of September 30, 2024 and December 31, 2023, respectively.
(2) This item includes short-term deposits and investments towards high-credit rating counterparties.
(3) The net intersegment receivable/(payable) balance recorded by Financial Services relating to Industrial Activities was $(130) million and $(226) million as of September 30, 2024 and December 31, 2023, respectively.
Excluding positive exchange rate differences of $302 million, Net Debt at September 30, 2024 increased by $2,840 millioncompared to December 31, 2023, mainly reflected by net operating cash flow from Industrial Activities of $(885) million, investments in property, plant, & equipment, intangibles, and operating lease assets from industrial activities of $(356) million, the increase in portfolio receivables of Financial Services of $340 million, and the cash out of $1,289 million related to the share buyback program and dividends paid.
Available committed unsecured facilities expiring after twelve months amounted to approximately $5.2 billion at September 30, 2024 ($5.9 billion at December 31, 2023). Total committed secured facilities expiring after twelve months amounted to approximately $3.6 billion at September 30, 2024 ($3.7 billion at December 31, 2023), of which $1.3 billion was available at September 30, 2024 ($3.7 billion at December 31, 2023 was utilized).
With the liquidity position at the end of September 2024 and the demonstrated access to the financial markets, CNH believes that its cash and cash equivalents, access to credit facilities and cash flows from future operations will be adequate to fund its known cash needs.
In April 2024, the Company terminated its five-year committed revolving credit facility dated March 18, 2019 (as amended and restated on December 10, 2021) and entered into a new five-year committed revolving credit facility for €3.25 billion, with a Company option to increase the principal amount by up to an additional €500 million on the terms set forth in the credit facility. The credit facility is due to mature in 2029 or such later date as may be extended pursuant to the two extension options of 1-year each which are available to the Company on the terms set forth in the credit facility.
The credit facility contains customary covenants (including a negative pledge, a status (or pari passu) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries) and customary events of default, some of which are subject to minimum thresholds and customary mitigants (including cross acceleration provisions, failure to pay amounts due or to comply with certain provisions under the loan agreement and the occurrence of certain bankruptcy-related events) and mandatory prepayment obligations upon a change in control of the Company.
In June 2024, CNH Industrial N.V. issued Euro 750 million of 3.75% notes due June 11, 2031 with an issue price of 99.168% of their principal amount.
Please refer to “Note 10: Debt” in our 2023 Form 10-K for more information related to our debt and credit facilities.
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Contingencies
As a global company with a diverse business portfolio, CNH is exposed to numerous legal risks, including legal proceedings, claims and governmental investigations, particularly in the areas of product liability (including asbestos-related liability), product performance, emissions and fuel economy, retail and wholesale credit, competition and antitrust law, intellectual property matters (including patent infringement), disputes with dealers and suppliers and service providers, environmental risks, and tax and employment matters. For more information, please refer to the information presented in “Note 16: Commitments and Contingencies” to our consolidated financial statements.
The Company has been responding to subpoenas issued by the Securities and Exchange Commission (the “SEC”) requesting information and documents relating to our revenue recognition and sales practices. The Company is cooperating with the SEC’s inquiry and continues to provide responsive documents and information. The Company is unable to predict with certainty what action, if any, might be taken in the future by the SEC or any other governmental authority as a result of these requests.
SAFE HARBOR STATEMENT
This Quarterly Reportincludes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact contained in this filing, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward-looking statements also include statements regarding the future performance of CNH and its subsidiaries on a standalone basis. 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 they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by geopolitical events; production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere; the remediation of a material weakness; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.
Forward-looking statements are based upon assumptions relating to the factors described in this filing, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH’s control. CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.
51
Further information concerning CNH, including factors that potentially could materially affect its financial results, is included in the Company’s reports and filings with the U.S. Securities and Exchange Commission ("SEC").
All future written and oral forward-looking statements by CNH or persons acting on the behalf of CNH are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.
Additional factors could cause actual results to differ from those expressed or implied by the forward-looking statements included in the Company’s filings with the SEC (including, but not limited to, the factors discussed in our 2023 Annual Report and subsequent quarterly reports).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Part II, Item 7A of our 2023 Annual Report. There has been no material change in this information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation of our disclosure controls and procedures as of September 30, 2024, our disclosure controls and procedures were effective as of September 30, 2024.
Previously Identified Material Weakness in Internal Control over Financial Reporting
As previously disclosed in our 2023 Annual Report. management identified control deficiencies related to the design and implementation of information technology (IT) general controls in the areas of user access limits and segregation of duties related to multiple enterprise resource planning (ERP) applications that resulted in a material weakness.
Management's Remediation of the Previously Identified Material Weakness
In response to the identified material weakness, we, with the oversight of the Audit Committee of the Board of Directors, took actions to remediate the material weakness in internal control over financial reporting. Such remediation actions included the design, implementation, and testing of the following new and updated controls, processes and procedures:
1.We enhanced our IT general controls framework that addresses risks associated with user access and security, application change management and IT operations.
a.Management performed review of all users with privileged access, validated as appropriate and corrected user access when inappropriate.
b.Management performed look-back review of actions taken by users identified with inappropriate access to assure no actions were taken by the user that would be deemed inappropriate.
c.Designed a new control to review privileged access as a continuous monitoring procedure.
d.Management has redesigned and enhanced controls around the usage and monitoring of the firecall accounts.
2.We implemented compensating controls and provided focused training for control owners to help sustain effective control operations relating to segregation of duties to strengthen user access controls and security.
As a result of the remediation activities and implementation of the new controls described above, we have remediated the material weakness as of September 30, 2024.
Changes in Internal Control over Financial Reporting
As described above, the Company has taken steps to remediate the material weakness noted above. Other than in connection with these remediation steps, there have been no changes in our internal control over financial reporting during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
52
the costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
53
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See “Note 16: Commitments and Contingencies” to our consolidated financial statements.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K (Part I, Item 1A). The risks described in our 2023 Annual Report, and in the "Safe Harbor Statement" within this report are not the only risks faced by us. Additional risks and uncertainties not currently known, or that are currently judged to be immaterial, may also materially affect our business, financial condition or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In February 2024, the Company’s Board of Directors authorized a $500 million share buyback program under which the Company may repurchase its common shares in the open market or through privately negotiated or other transactions, including at the Company’s election trading plans under Rule 10b5-1 under the Securities Exchange Act of 1934 depending on share price, market conditions and other factors.
The Company’s purchases of its common shares under its buyback programs during the three months ended September 30, 2024, were as follows:
Period
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Average Price Paid per Share ($)
Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($)
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Cover page Interactive Data File is formatted in Inline XBRL and is contained in Exhibits 101
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular any warranties or representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.
55
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.