CNH 2015 Annual Report
CNH 2015 Annual Report
ANNUAL
REPORT
AT DECEMBER 31, 2015
CNH INDUSTRIAL MADE
GOOD HEADWAY IN RAISING
ITS GLOBAL PROFILE AS A
LEADERIN CAPITAL GOODS.
DESPITE TOUGH TRADING CONDITIONS,
ITS BUSINESSES WERE ABLE TO
STRENGTHEN AND SUPPORT
ONE ANOTHER, ENABLING
CNH INDUSTRIAL TO CLOSE THE
YEAR WITH POSITIVE RESULTS.
SERGIO MARCHIONNE
CHAIRMAN
2 CONTENTS
O1
REPORT ON
OPERATIONS 12
O2
CNH INDUSTRIAL
CONSOLIDATED FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015 98
CONTENTS O3
COMPANY FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015 182
BOARD OF DIRECTORS AND AUDITOR 4
LETTER FROM THE CHAIRMAN
AND THE CHIEF EXECUTIVE OFFICER 6
PRESENTATION OF FINANCIAL AND
CERTAIN OTHER INFORMATION 8
OUR COMMITMENT TO SUSTAINABLE
DEVELOPMENT 10 O4
APPENDIX 208
O5
INDEPENDENT
AUDITOR’S REPORT 216
3
REPORT ON OPERATIONS
Selected Financial Data 14 Risks, Risk Management
Risk Factors 15 and Control System 68
Business Overview 30 Corporate Governance 72
Research and Development 50 Remuneration Report 85
Human Resources 51 Major Shareholders 96
Operating and Financial Review Subsequent Events and Outlook 97
and Prospects 54
CNH INDUSTRIAL
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2015
Consolidated Income Statement 100 Consolidated Statement
Consolidated Statement of Cash Flows 104
of Comprehensive Income 101 Consolidated Statement
Consolidated Statement of Changes in Equity 105
of Financial Position 102 Notes to the Consolidated
Financial Statements 106
APPENDIX
BOARD OF DIRECTORS
AND AUDITOR
BOARD INDEPENDENT
OF DIRECTORS AUDITOR
CHAIRMAN ERNST & YOUNG ACCOUNTANTS LLP
SERGIO MARCHIONNE
DIRECTORS
JACQUELINE A. TAMMENOMS BAKKER (2)
GUIDO TABELLINI
Disclaimer
All statements other than statements of historical fact contained in this filing, including statements regarding our 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, capital structure or other financial items; costs; and plans and objectives of management
regarding operations and products, are forward-looking statements. These statements may include terminology such as “may”, “will”,
“expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”,
“objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees
of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties
and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize
or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may
differ materially from any future results or developments expressed or implied by the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking
statements include, among others: the many interrelated factors that affect consumer confidence and worldwide demand for capital
goods and capital goods-related products; general economic conditions in each of our markets; changes in government policies regarding
banking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issues such as agriculture, the environment,
debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international
trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in
which 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; production difficulties, including
capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and
deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing
or to refinance existing debt; a decline in the price of used vehicles; 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; the evolution of our contractual relations with Kobelco
Construction Machinery Co., Ltd. and Sumitomo (S.H.I.) Construction Machinery Co., Ltd.; our pension plans and other post-employment
obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including further deterioration of the
Eurozone sovereign debt crisis, other similar risks and uncertainties and our success in managing the risks involved in the foregoing.
Forward-looking statements speak only as of the date on which such statements are made.
Furthermore, in light of ongoing difficult macroeconomic conditions, both globally and in the industries in which we operate, it is
particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. Accordingly,
investors should not place undue reliance on such forward-looking statements. We can give no assurance that the expectations reflected
in our forward-looking statements will prove to be correct. Our outlook is based upon assumptions, which are sometimes based upon
estimates and data received from third parties. Such estimates and data are often revised. Our actual results could differ materially
from those anticipated in such forward-looking statements. We undertake no obligation to update or revise publicly our outlook or
forward-looking statements.
Additional factors which could cause actual results and developments to differ from those expressed or implied by the forward-looking
statements are included in the section “Risk Factors” of this Annual Report.
Further information concerning CNH Industrial and its businesses, including factors that potentially could materially affect CNH
Industrial’s financial results, is included in CNH Industrial’s reports and filings with the U.S. Securities and Exchange Commission
(“SEC”), the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).
All future written and oral forward-looking statements by CNH Industrial or persons acting on the behalf of CNH Industrial are expressly
qualified in their entirety by the cautionary statements contained herein or referred to above.
6 LETTER FROM
THE CHAIRMAN
AND THE CHIEF
EXECUTIVE OFFICER
– The U.S.-based Association of Equipment Manufacturers (AEM) awarded CNH Industrial with a ‘Pillar of the
Industry Award’ for the fourth consecutive year.
Our brands recorded a number of accomplishments this past year, many of which put their products at the top of
their categories. Some of the more notable recognitions included:
– The Iveco Eurocargo named “International Truck of the Year 2016”;
– The Iveco Bus Magelys named “International Coach of the Year 2016”;
– The Case IH Optum CVX tractor named as a “Machine of the Year”;
– The Steyr Terrus CVT tractor named as a “Machine of the Year”;
– The New Holland Agriculture T7.315 tractor named as a “Machine of the Year”;
– Four Case Construction Equipment products named to Construction Equipment’s 2015 Top 100 New Products
list — the CASE D Series Excavators, 580N EP Backhoe, Tier 4 Final Skid Steers and CTLs, and 3-in-1 Welder/
Generator/Air Compressor.
Our Global Partnership with the universal event Expo Milano 2015 provided a significant platform for our Company.
Representatives from our Group Executive Council, management, and brands met with stakeholders from around
the world to highlight how CNH Industrial is contributing to feeding the planet’s growing population, which is
expected to grow to nine billion by 2050. Through this, we further raised awareness on our areas of excellence,
most specifically our work in the field of alternative fuel technologies, Compressed Natural Gas and Biomethane.
We also pledged our commitment to important agreements during Expo. We not only signed, but took an
active role in drafting the Charter of Milan, Expo’s legacy, which focuses on the world’s major food issues and the
sustainable use of the planet’s resources. We also signed a Joint Declaration with the United Nations Industrial
Development Organization (UNIDO) to foster industrial cooperation in developing countries.
As discussed during our Fourth Quarter and Full Year 2015 Results presentation, we expect 2016 to be another
challenging year for the agricultural equipment industry, with a decline in NAFTA and flat markets in EMEA. The
commercial vehicles industry is expected to increase in EMEA; and trading conditions in LATAM are expected to
remain challenging.
The support of CNH Industrial shareholders is integral to our forward-moving efforts. And for this we are sincerely
grateful. We hope that you will join us throughout the year as we progress from strength to strength, solidifying our
authority as a global leader.
PRESENTATION OF
FINANCIAL AND CERTAIN
OTHER INFORMATION
CNH Industrial N.V. (the “Company” and collectively with its subsidiaries, “CNH Industrial” or the “CNH
Industrial Group” or the “Group”) is the company formed by the business combination transaction, completed
on September 29, 2013, between Fiat Industrial S.p.A. (“Fiat Industrial”) and its majority owned subsidiary, CNH
Global N.V. (“CNH Global”). CNH Industrial N.V. is incorporated in, and under the laws of, the Netherlands. CNH
Industrial N.V. has its corporate seat in Amsterdam, the Netherlands, and its principal office in London, England,
United Kingdom. Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the
terms “we”, “us” and “our” refer to CNH Industrial N.V. together with its consolidated subsidiaries.
The deeds of merger for the mergers of Fiat Industrial and CNH Global with and into CNH Industrial N.V. (the
“Merger”) were executed, respectively, on September 27 and 28, 2013. The effective date of the Merger was
September 29, 2013. A primary objective of the Merger was to simplify the capital structure of Fiat Industrial
(CNH Industrial subsequent to the Merger) by creating a single class of liquid stock listed on the New York Stock
Exchange (“NYSE”) and on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A.
(“MTA”). The principal steps in the Merger were:
the cross-border merger of Fiat Netherlands Holding N.V. (“FNH”) with and into Fiat Industrial (the “FNH
Merger”), which occurred on August 1, 2013;
the cross-border reverse merger of Fiat Industrial with and into FI CBM Holdings N.V. (now known as CNH
Industrial) (the “FI Merger”); and
the Dutch merger of CNH Global with and into FI CBM Holdings N.V. (the “CNH Merger”).
All the companies (i.e., Fiat Industrial, FI CBM Holdings N.V., FNH and CNH Global) involved in the Merger
were part of Fiat Industrial; in particular: (i) FNH was a wholly-owned direct subsidiary of Fiat Industrial; (ii) FI
CBM Holdings N.V. was a wholly-owned direct subsidiary of Fiat Industrial; and (iii) CNH Global was an indirect
subsidiary of Fiat Industrial (controlled through FNH which owned approximately 87% of CNH Global’s capital
stock).
In connection with the FI Merger, Fiat Industrial shareholders received one newly issued common share in CNH
Industrial (having a nominal value of €0.01 each) for each ordinary share held in Fiat Industrial (having a nominal
value of €1.57 each). In connection with the CNH Merger, CNH Global shareholders received 3.828 newly issued
CNH Industrial common shares (having a nominal value of €0.01 each) for each common share held in CNH
Global (having a nominal value of €2.25 each).
In connection with the closing of the Merger, CNH Industrial N.V. issued 1,348,867,772 common shares to Fiat
Industrial and CNH Global shareholders on the basis of the established exchange ratios described above. CNH
Industrial N.V. also issued special voting shares (non-tradable) to eligible Fiat Industrial and CNH Global shareholders
who maintained their ownership of the shares through the closing of the Merger and elected to receive special
voting shares. On the basis of the requests received, CNH Industrial N.V. issued a total of 474,474,276 special
voting shares in connection with the closing of the Merger. On September 30, 2013, CNH Industrial N.V. common
shares began trading on the NYSE and the MTA.
On January 1, 2011, Fiat S.p.A. (“Fiat”) (which effective October 12, 2014, was merged into Fiat Chrysler
Automobiles N.V. or “FCA”) effected a “demerger” under Article 2506 of the Italian Civil Code (the “Demerger”).
Pursuant to the Demerger, Fiat transferred its ownership interest in FNH to a new holding company, Fiat Industrial,
including Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its
industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary
of Fiat Industrial. In connection with the Demerger, shareholders of Fiat received shares of capital stock of Fiat
9
Industrial. Accordingly, as of January 1, 2011, Fiat Industrial owned approximately 89% of CNH Global’s outstanding
common shares through FNH. Fiat Industrial was a corporation organized under the laws of the Republic of Italy
whose stock was traded on the Milan stock exchange.
The Merger had no impact on the consolidated activities of the former Fiat Industrial and therefore the results
presented in this Annual Report are consistent and comparable with those previously published by the Fiat
Industrial Group. However, starting from the closing date of the Merger, net profit and net equity that previously
would have been attributed to the ex-CNH Global N.V. minority shareholders are included in the profit and net
equity attributable to owners of the parent.
Until December 31, 2013, CNH Industrial presented its Consolidated Financial Statements, prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”) and adopted by the European Union (“EU-IFRS”), in euros and included three reportable segments:
Agricultural and Construction Equipment inclusive of its financial services activities, Trucks and Commercial
Vehicles inclusive of its financial services activities, and Powertrain.
Beginning with the filing with the U.S. Securities and Exchange Commission (“SEC”) of its Annual Report on Form
20-F for the fiscal year ended December 31, 2013, prepared in accordance with accounting standards generally
accepted in the United States (“U.S. GAAP”), CNH Industrial reports quarterly and annual financial results both
under U.S. GAAP for SEC reporting purposes and under EU-IFRS for European listing purposes and for Dutch law
requirements. Financial statements under both sets of accounting principles use the U.S. dollar as the presentation
currency. Prior period results, prepared in euro, were consistently recast. In addition, CNH Industrial expanded its
reportable segments from three to five: Agricultural Equipment, Construction Equipment, Commercial Vehicles,
Powertrain and Financial Services. Prior period results were consistently recast. The activities carried out by
Agricultural Equipment, Construction Equipment, Commercial Vehicles and Powertrain, as well as Corporate
functions, are collectively referred to as “Industrial Activities”.
We have prepared our annual consolidated financial statements presented in this Annual Report in accordance
with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. These consolidated financial statements are
prepared with the U.S. dollar as the presentation currency and, unless otherwise indicated, all financial data set
forth in this Annual Report are expressed in U.S. dollars.
Certain financial information in this report has been presented by geographic area. Our geographic regions are: (1)
NAFTA; (2) EMEA; (3) LATAM and (4) APAC. The geographic designations have the following meanings:
NAFTA: United States, Canada and Mexico;
EMEA: member countries of the European Union, member countries of the European Free Trade Association
(“EFTA”), Ukraine, Balkans, African continent and the Middle East (excluding Turkey);
LATAM: Central and South America, and the Caribbean Islands; and
APAC: Continental Asia (including Turkey and Russia), Oceania and member countries of the Commonwealth of
Independent States (excluding Ukraine).
Certain industry and market share information in this Annual Report has been presented on a worldwide basis
which includes all countries. In this Annual Report, management estimates of market share information are
generally based on retail unit sales data in North America, on registrations of equipment in most of Europe,
Brazil, and various APAC markets, and on retail and shipment unit data collected by a central information bureau
appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in
North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos
Fabricantes de Veículos Automotores (“ANFAVEA”) in Brazil, the Japan Construction Equipment Manufacturers
Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment
data collected by independent service bureaus. Not all agricultural or construction equipment is registered, and
registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly
for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where
local shipments are not reported. For Commercial Vehicles, regions are defined for both market share and total
industry volume (“TIV”) as: Europe (the 27 countries where Commercial Vehicles competes), LATAM (Brazil,
Argentina and Venezuela) and APAC (Russia, Turkey, South East Asia, Australia and New Zealand). In addition,
there may be a period of time between the shipment, delivery, sale and/or registration of a unit, which must
be estimated, in making any adjustments to the shipment, delivery, sale, or registration data to determine our
estimates of retail unit data in any period.
10 OUR
COMMITMENT
TO SUSTAINABLE
DEVELOPMENT
OUR COMMITMENT TO
SUSTAINABLE DEVELOPMENT
CNH Industrial believes that growth only has value if it is also sustainable and, therefore, considers the
management of the environmental and social impacts of its activities to be fundamental. The full integration
of environmental and social considerations with economic objectives enables the Group to identify potential
risks and seize additional development opportunities, resulting in a process of continuous improvement.
Sustainability is a core element of CNH Industrial’s Corporate Governance, with top management playing
a direct and active role. Within the Board of Directors, the Governance and Sustainability Committee is
responsible for strategic oversight of sustainability-related issues and for reviewing the annual Sustainability
Report, which discloses the Group’s environmental and social performance, expanding on and completing
the information provided in the Annual Report. The 2015 Sustainability Report will be made available on the
Company’s website starting from April 15, 2016, the day of the annual general meeting of shareholders. The
sustainability strategic approach is defined by the Group Executive Council (“GEC”). The GEC is an operational
decision-making body of CNH Industrial which is responsible for reviewing the operating performance of the businesses and making
decisions on certain operational matters. It also evaluates the congruity of the commitments of sustainability with business objectives, and is
regularly updated on the Group’s sustainability performance. The Sustainability Unit, which is part of CNH Industrial’s Finance department,
has the responsibility for promoting a culture of sustainability throughout the Group. It facilitates the process of continuous improvement,
promotes the integration of sustainability in day-by-day activities, and contributes to managing risks and strengthening the relationship with
and perceptions of stakeholders, in addition to managing sustainability reporting and communication.
The principles that are the foundation for the Group’s operations are set forth in CNH Industrial’s Code of Conduct, one of the pillars of the
Group Corporate Governance System, which regulates the decision-making processes and the approach used by the Group and its employees
to interact with stakeholders (see also Corporate Governance Section and the Sustainability Report). CNH Industrial’s commitment to
sustainability, its governance model and the environmental and social impacts of its activities are included in the Sustainability Report. More
than 200 KPIs (which are central to the sustainability management system) are used to measure and analyze performance, to set increasingly
challenging goals, and to manage aspects more effectively. The Sustainability Report, prepared on a voluntary basis and by applying the Global
Reporting Initiative’s guidelines (GRI-G4), integrates the economic aspects described herein with a comprehensive view of the environmental
and social performance of CNH Industrial’s operations. It includes the Materiality Matrix where the economic, environmental and social
measures consistent with the business strategy are identified and prioritized, the Sustainability Plan, which reports on the progress of existing
projects and sets new targets to drive continuous improvement in the Group’s sustainability performance.
As further evidence of its commitment to promote sustainable development and to fight climate change, in 2015, CNH Industrial decided to
endorse two of the commitments promoted by the CDP(1) through its Commit to Action campaign during the UN Climate Change Conference
(COP21) held in Paris in December 2015. CNH Industrial commits (i) to produce and use climate change information in mainstream corporate
reports out of a sense of fiduciary and social responsibility, and (ii) to engage in national and international debates, to contribute to progress
on reducing greenhouse gas emissions. In response to the first commitment, some information required by the Climate Change Reporting
Framework of the Climate Disclosure Standards Board (CDSB) is included in this document.
For a detailed account of the environmental and social initiatives carried out in 2015, readers should refer to the Sustainability Report.
Materiality analysis
Through the materiality analysis, CNH Industrial aims to identify and prioritize economic, environmental, and social measures consistent with
its business strategy. CNH Industrial has undertaken a multi-year approach, to enable a more detailed analysis: in 2013, the analysis focused on
defining and prioritizing material aspects with top management; in 2014, it was broadened to include the perceptions of particular stakeholder
categories - dealers, suppliers, local communities and NGOs, journalists and opinion leaders, public institutions, environmental experts, and
investors. In 2015, customers, employees, Trade Unions and employees’ representatives were also engaged. The choice of whom to engage
was made by the internal representatives that interact with stakeholders on a daily basis. Engagement occurred in different ways: through
direct interviews (face-to-face or via conference call) or an online questionnaire, preceded by a detailed explanation of the activity.
(1)
CDP is the international not-for-profit organization that provides the only global system for companies and cities to measure, disclose, manage, and share essential environmental information.
11
The 25 material aspects identified in 2013 formed the starting point for the analysis in the following years. Stakeholders were asked to evaluate
the importance of the 25 aspects, from their point of view, for a company such as CNH Industrial, with specific reference to their needs and
expectations in relation to the Group. The analysis involved a total of 788 stakeholders worldwide. The engagement process also provided
an opportunity to identify any additional issues for consideration in a future review of the materiality analysis, along with other suggestions on
improving the management of stakeholder relations.
The stakeholder engagement results were reported in the materiality matrix and were presented to the members of the GEC and reviewed
by the CEO. The matrix confirms the greater relevance of business-related aspects. All 25 aspects are considered material, but, from a social
point of view, the aspects considered most material, in terms of priority, concern the capacity for customer engagement, product quality,
and occupational health and safety management. Lastly, the most important environmental material aspects concern the management of
atmospheric emissions (especially greenhouse gases), product innovation on environmental protection and waste management. The materiality
matrix is updated annually to take account of how the perceptions of different stakeholders are evolving and of the inclusion of any new
aspects that become important for CNH Industrial. Moreover, in 2015, CNH Industrial started a scenario analysis on megatrends (including
the UN Sustainable Development Goals, adopted by the member states during the UN summit in September 2015) in order to better focus
its commitments and investments. The megatrends selected will be also used as a lens to update the 2016 materiality analysis.
Environmental and social issues included in the Annual Report were selected on the basis of the materiality analysis and focus on key phases in
the product life cycle. For further information on the materiality analysis, see the 2015 Sustainability Report.
(*) Amounts recast in order to reflect the change in presentation currency from euro to U.S. dollar.
(**) Figures have been recast following the adoption of IAS 19 Revised. There was no significant impact for any individual line item.
(1) As a consequence of the effective date of the Merger, full-year 2013 basic EPS has been calculated on approximately 1,255 million of weighted average number of common shares
outstanding. For 2012 and 2011, earnings per share calculation is based on the average number of Fiat Industrial ordinary shares outstanding after taking into account the effect of the
conversion of preference and savings shares that occurred on May 21, 2012. See Note 13 to the Consolidated Financial Statements for additional information on the calculation of basic
and diluted earnings per share.
(2) Includes capitalized development costs and R&D charged directly to the income statement.
RISK FACTORS REPORT ON 15
OPERATIONS
RISK FACTORS
The following risks should be considered in conjunction with the other risks described in the Disclaimer, Risks, Risk
Management and Control System section and Notes to the Consolidated Financial Statements. These risks may
affect our trading results and, individually or in the aggregate, could cause our actual results to differ materially from
past and projected future results. Some of these risks and uncertainties could affect particular lines of business,
while others could affect all of our businesses. Although risks are discussed separately, many are interrelated. The
following discussion of risks may contain forward-looking statements which are intended to be covered by the
Disclaimer. Except as may be required by law, we undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events, or otherwise. It is impossible to predict or
identify all risk factors and, as a result, you should not consider the following factors to be a complete discussion of
risks and uncertainties that may affect us.
We are exposed to political, economic and other risks beyond our control as a result
of operating a global business
We manufacture and sell products and offer services in several continents and numerous countries around the
world including those experiencing varying degrees of political and economic instability. Given the global nature
of our activities, we are exposed to risks associated with international business activities that may increase our
16 REPORT ON RISK FACTORS
OPERATIONS
costs, impact our ability to manufacture and sell our products and require significant management attention.
These risks include:
changes in laws, regulations and policies that affect, among other things:
import and export duties and quotas;
currency restrictions;
the design, manufacture and sale of our products, including, for example, engine emissions regulations;
interest rates and the availability of credit to our dealers and customers;
property and contractual rights;
where and to whom products may be sold, including new or additional trade or economic sanctions imposed
by the U.S. or other governmental authorities and supranational organizations (e.g., the United Nations); and
taxes;
regulations from changing world organization initiatives and agreements;
changes in the dynamics of the industries and markets in which we operate;
varying and unpredictable needs and desires of customers;
varying and unexpected actions of our competitors;
labor disruptions;
disruption in the supply of raw materials and components;
changes in governmental debt relief and subsidy program policies in certain significant markets such as Argentina
and Brazil, including the Brazilian government discontinuing programs subsidizing interest rates on equipment
loans; and
war, civil unrest and terrorism.
Unfavorable developments in any one of these areas, which vary from country to country and many of which are
outside of our control, could have a material adverse effect on our business prospects, results of operations and/
or financial position.
Difficulty in obtaining financing or refinancing existing debt could impact our financial
performance
Our future performance will depend on, among other things, our ability to finance debt repayment obligations
and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank
loans and/or facilities and access to capital markets or other sources of financing. A decline in revenues could have
a negative impact on the cash-generating capacity of our operating activities. We could, therefore, find ourselves in
the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable
market conditions with limited availability of funding and a general increase in funding costs. Instability in global
capital markets, including market disruptions, limited liquidity and interest rate and exchange rate volatility, could
reduce our access to capital markets or increase the cost of our short and long-term financing. Any difficulty in
obtaining financing could have a material adverse effect on our business prospects, results of operations and/or
financial position.
Our ability to access the capital markets or other forms of financing and related costs are highly dependent on,
among other things, the credit ratings of CNH Industrial N.V., its subsidiaries, asset-backed securities (“ABS”) and
other debt instruments. Rating agencies may review and revise their ratings from time to time, and any downgrade
or other negative action with respect to our credit ratings by one or more rating agencies may increase our cost
of capital, potentially limit our access to sources of financing and have a material adverse effect on our business
prospects, results of operations and/or financial position.
We are subject to exchange rate fluctuations, interest rate changes and other market risks
We operate in numerous markets worldwide, and are accordingly exposed to market risks stemming from
fluctuations in currency and interest rates, including as a result of changes in monetary or fiscal policies of
governmental authorities from time to time. We are subject to currency exchange risk to the extent that our costs
17
are denominated in currencies other than those in which we earn revenues. In addition, the reporting currency
for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues
are denominated in other currencies. Those assets, liabilities, expenses and revenues are translated into the U.S.
dollar at the applicable exchange rates to prepare our consolidated financial statements. Therefore, increases or
decreases in exchange rates between the U.S. dollar and those other currencies affect the value of those items
reflected in our consolidated financial statements, even if their value remains unchanged in their original currency.
Changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to
have, an impact on our results of operations and/or financial position.
We use various forms of financing to cover the funding requirements of our Industrial Activities and for financing
offered to customers and dealers. Financial Services implements a matching policy to offset the impact of differences
in interest rates on the financed portfolio and related liabilities. Nevertheless, any future changes in interest rates
can result in increases or decreases in revenues, finance costs and margins.
Although we seek to manage our currency risk and interest rate risk, including through hedging activities, there
can be no assurance that we will be able to do so successfully, and our business, results of operations and financial
position could be adversely affected. In addition, by utilizing these instruments, we potentially forego the benefits
that may result from favorable fluctuations in currency exchange rates. For additional information see Note 33
“Information on financial risks” to the Consolidated Financial Statements at December 31, 2015.
We also face risks from currency devaluations. Currency devaluations result in a diminished value of funds
denominated in the currency of the country instituting the devaluation.
Reduced demand for equipment would reduce our sales and profitability
The performance of the agricultural equipment market is influenced, in particular, by factors such as:
the price of agricultural commodities and the relative level of inventories;
the profitability of agricultural enterprises, farmers’ income and their capitalization;
the demand for food products; and
agricultural policies, including aid and subsidies to agricultural enterprises provided by governments and/or
supranational organizations as well as alternative fuel mandates.
In addition, unfavorable climatic conditions, especially during the spring, a particularly important period for
generating sales orders, could have a negative impact on decisions to buy agricultural equipment and, consequently,
on our revenues.
The performance of the construction equipment market is influenced, in particular, by factors such as:
public infrastructure spending; and
new residential and non-residential construction.
The performance of the commercial vehicles market is influenced, in particular, by factors such as:
changes in global market conditions, including changes in levels of business investment and sales of commodities;
and
public infrastructure spending.
18 REPORT ON RISK FACTORS
OPERATIONS
The above factors can significantly influence the demand for agricultural and construction equipment, as well as for
commercial vehicles, and consequently, our financial results. Additionally, if demand for our products is less than
we expect, we may experience excess inventories and be forced to incur additional charges and our profitability
will suffer, including higher fixed costs associated with lower production levels at our plants. Our business may be
negatively impacted if we experience excess inventories or we are unable to adjust our production schedules or
our purchases from suppliers to reflect changes in customer demand and market fluctuations on a timely basis.
Costs of ongoing compliance with, or failure to comply with, increasingly stringent environmental,
health and safety laws could have an adverse effect on our results of operations
We are subject to comprehensive and constantly evolving laws, regulations and policies in numerous jurisdictions
around the world. We expect the extent of legal requirements affecting our businesses and our costs of compliance
to continue to increase in the future. Such laws govern, among other things, products – with requirements on
emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict
– and industrial plants – with requirements for reduced emissions, treatment of waste and water and prohibitions
on soil contamination also becoming increasingly strict. To comply with such laws, we invest considerable research
and development resources and expect to continue to incur substantial costs in the future. Failure to comply
with such laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of
our activities, as well as damage to property or natural resources. Liabilities, sanctions, damages and remediation
efforts related to any non-compliance with such laws, including those that may be adopted or imposed in the
future, could negatively impact our ability to conduct our operations and our financial position and results of
operations. In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or
claims with respect to any subsequently acquired operations.
19
Further, environmental, health and safety regulations change from time to time, as may related interpretations and
other guidance. For example, changes in environmental and climate change laws, including laws relating to engine and
vehicle emissions, safety regulations, fuel requirements or greenhouse gas emissions, could lead to new or additional
investments in product designs and could increase environmental compliance expenditures. If these laws are either
changed or adopted and impose significant operational restrictions and compliance requirements on us or our
products, they could negatively impact our business, results of operations, financial position and competitive position.
Our future performance depends on our ability to innovate and on market acceptance
of new or existing products
The success of our businesses depends on their ability to maintain or increase our market share in existing markets
and to expand into new markets through the development of innovative, high-quality products that provide adequate
profitability. In particular, the failure to develop and offer innovative products that compare favorably to those of
our principal competitors in terms of price, quality, functionality and features, or delays in bringing strategic new
products to market, or the inability to adequately protect our intellectual property rights or supply products that
meet regulatory requirements, including engine emissions requirements, could result in reduced market share, which
could have a material adverse effect on our business prospects, results of operations and/or financial position.
Our existing operations and expansion plans in emerging markets could entail significant risks
Our ability to grow our businesses depends to an increasing degree on our ability to increase market share and
operate profitably worldwide and in particular in emerging market countries, such as Brazil, Russia, India, China,
Argentina, Turkey, Venezuela and South Africa. In addition, we could increase our use of suppliers located in such
countries. Our implementation of these strategies will involve a significant investment of capital and other resources
and exposes us to multiple and potentially conflicting cultural practices, business practices and legal requirements
that are subject to change, including those related to tariffs, trade barriers, investments, property ownership
rights, taxation and sanction requirements. For example, we may encounter difficulties in obtaining necessary
governmental approvals in a timely manner. In addition, we may experience delays and incur significant costs in
constructing facilities, establishing supply channels, and commencing manufacturing operations. Further, customers
in these markets may not readily accept our products as opposed to products manufactured and commercialized
by our competitors. The emerging market countries may also be subject to a greater degree of economic and
political volatility that could adversely affect our financial position, results of operations and cash flows. Many
emerging market economies have experienced slower growth and other economic challenges in recent periods
and may be subject to a further slowdown in gross domestic product expansion and/or be impacted by domestic
political or currency volatility, potential hyperinflationary conditions and/or increase of public debt.
minimize the risk of any violations. Our compliance program, however, may not in every instance protect us from
acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or
regulations of the jurisdictions in which we operate. Such improper actions could subject us to civil or criminal
investigations and monetary, injunctive and other penalties. Investigations of alleged violations of these laws tend to
require dedication of significant resources in funds and management time and attention, and these investigations or
any violations, as well as any publicity regarding potential violations, could harm our reputation and have a material
adverse effect on our business, results of operations and financial position. For further information see Note 30
“Commitments and contingencies” to the Consolidated Financial Statements at December 31, 2015.
Risks associated with our defined benefit pension plans and other post-employment obligations
At December 31, 2015, the funded status for our defined benefit pension, and other post-employment benefits was
an underfunded status of $2,194 million which is included in the consolidated statement of financial position. The
funded status is the balance between the present value of the defined benefit obligation and the fair value of related
assets, in case of funded plans (plans managed by a separate fund, “trust”). Consequently, the funded status is subject
to many factors, as discussed in the Consolidated Financial Statements at December 31, 2015, section “Significant
Accounting Policies” paragraph “Use of Estimates”, as well as Note 25 “Provisions for employee benefits”.
To the extent that our obligations under a plan are unfunded or underfunded, we will have to use cash flows from
operations and other sources to pay our obligations as they become due. In addition, since the assets that currently
fund these obligations are primarily invested in debt instruments and equity securities, the value of these assets is
subject to changes due to market fluctuations. In recent years, these fluctuations have been significant and adverse
and there is no assurance that they will not be significant and adverse in the future.
Dealer equipment sourcing and inventory management decisions could adversely affect our sales
We sell our finished products primarily through an independent dealer network and directly to OEMs and are
subject to risks relating to their inventory management decisions and operating and sourcing practices. Our dealers
carry inventories of finished products as part of ongoing operations and adjust those inventories based on their
assessment of future sales opportunities. Dealers who carry other products that compete with our products may
focus their inventory purchases and sales efforts on goods provided by other suppliers due to industry demand or
profitability. Such inventory adjustments and sourcing decisions can adversely impact our sales, financial position
and results of operations.
Adverse economic conditions could place a financial strain on our dealers and adversely
affect our operating results
Global economic conditions continue to place financial stress on many of our dealers. Dealer financial difficulties may
impact their equipment sourcing and inventory management decisions, as well as their ability to provide services to
their customers purchasing our equipment. We are also subject to the risk of insolvency of dealers and customers,
in part due to unfavorable economic conditions in markets where their activities are carried out, and laws and
government actions may, among other things, prevent us from enforcing legal rights and remedies in dealer or
customer insolvency. Accordingly, additional financial strains on members of our dealer network resulting from
current or future economic conditions could adversely impact our sales, financial position and results of operations.
We may not be able to realize anticipated benefits from any acquisitions and, further, challenges
associated with strategic alliances may have an adverse impact on our results of operations
We have engaged in the past, and may engage in the future, in mergers and acquisitions or enter into, expand
or exit from strategic alliances and joint ventures that could involve risks that could prevent us from realizing the
expected benefits of the transactions or the achievement of strategic objectives or could divert management’s
time and attention. Such risks, many of which are outside our control, include:
technological and product synergies, economies of scale and cost reductions not occurring as expected;
unexpected liabilities;
incompatibility in integrating processes, operations or systems;
unexpected changes in laws;
21
Risks associated with the termination of our strategic alliance with Kobelco Construction
Machinery Co., Ltd.
Effective December 31, 2012, CNH Global and Kobelco Construction Machinery Co., Ltd. (“KCM”) terminated
by mutual consent their global alliance (consisting of industrial arrangements and a number of jointly-owned
companies) in the construction equipment business. The agreements regulating the dissolution of the alliance
provide that, starting from January 1, 2013 until December 31, 2017, we are entitled to purchase components
and parts from KCM on a non-exclusive basis in order to continue to manufacture excavators based upon
KCM’s technology in our plants. Moreover, starting from December 31, 2012, the territorial sales and marketing
restrictions limiting the right of KCM to distribute its excavators in certain significant markets (such as the Americas
and Europe) expired and similar restrictions which applied to our construction equipment activities expired in
APAC on July 31, 2013. While we expect a smooth transition with respect to implemented changes, commercial
issues (such as, by way of example, the weakening of the distributorship network and the subsequent loss of market
share) or industrial issues (such as, by way of example, difficulties in maintaining quality standards or inability to
source certain components currently provided by KCM) in connection with the termination of the alliance might
arise, which could have a material adverse effect upon our construction equipment product lines, construction
equipment distribution network, financial position and results of operations.
Our business operations may be impacted by various types of claims, lawsuits and other
contingent obligations
We are involved in pending litigation and investigations on a wide range of topics, including dealer and supplier
litigation, intellectual property right disputes, product warranty and defect product claims, product performance,
asbestos, personal injury, emissions and/or fuel economy regulatory and contractual issues and environmental
claims that arise in the ordinary course of our business. The industries in which we operate are also periodically
reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion
of private litigation claims. The ultimate outcome of these legal matters pending against us is uncertain, and
although such legal matters are not expected individually to have a material adverse effect on our financial position
or profitability, such legal matters could, in the aggregate, in the event of unfavorable resolutions thereof, have a
material adverse effect on our consolidated financial position, cash flows, and results of operations. Furthermore,
we could in the future be subject to judgments or enter into settlements of lawsuits and claims that could have
a material adverse effect on our results of operations in any particular period. In addition, while we maintain
insurance coverage with respect to certain claims, we may not be able to obtain such insurance on acceptable
terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims.
We establish reserves based on our assessment of contingencies, including contingencies related to legal claims
asserted against us. Subsequent developments in legal proceedings may affect our assessment and estimates of
the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which
could have a material adverse effect on our results of operations and/or financial position. For further information
see Note 30 “Commitments and contingencies” to the Consolidated Financial Statements at December 31, 2015.
The agricultural equipment industry is highly seasonal, which causes our results
of operations and levels of working capital to fluctuate significantly
Farmers traditionally purchase agricultural equipment in the spring and fall, the main planting and harvesting
seasons. Our agricultural equipment business net sales and results of operations have historically been the highest
in the second quarter, reflecting the spring selling season in the Northern hemisphere, and lowest in the third
22 REPORT ON RISK FACTORS
OPERATIONS
quarter, when many of our production facilities experience summer shut-down periods, especially in Europe.
Our agricultural equipment production levels are based upon estimated retail demand. These estimates take
into account the timing of dealer shipments, which occur in advance of retail demand, dealer inventory levels, the
need to retool manufacturing facilities to produce new or different models and the efficient use of manpower and
facilities. However, because we spread our production and wholesale shipments throughout the year, wholesale
sales of agricultural equipment products in any given period may not necessarily reflect the timing of dealer orders
and retail demand in that period.
Estimated retail demand may exceed or be exceeded by actual production capacity in any given calendar quarter
because we spread production throughout the year. If retail demand is expected to exceed production capacity for
a quarter, we may schedule higher production in anticipation of the expected retail demand. Often, we anticipate
that spring selling season demand may exceed production capacity in that period and schedule higher production,
and anticipate higher inventories and wholesale shipments to dealers in the first quarter of the year. As a result, our
working capital and dealer inventories are generally at their highest levels during the February to May period and
decline towards the end of the year, as both our and our dealers’ inventories are typically reduced.
To the extent our production levels (and timing) do not correspond to retail demand, we may have too much or
too little inventory, which could have an adverse effect on our financial position and results of operations.
We have significant outstanding indebtedness, which may limit our ability to obtain
additional funding and may limit our financial and operating flexibility
As of December 31, 2015, we had an aggregate of $26,458 million (including $20,129 million relating to Financial
Services activities) of consolidated gross indebtedness, and our equity was $7,217 million, including noncontrolling
interests. The extent of our indebtedness could have important consequences on our operations and financial
results, including:
we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements
or general corporate purposes;
we may need to use a portion of our projected future cash flow from operations to pay principal and interest
on our indebtedness, which may reduce the amount of funds available to us for other purposes;
we may be more financially leveraged than some of our competitors, which could put us at a competitive
disadvantage;
we may not be able to introduce new products or pursue business opportunities;
we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a
downturn in general economic conditions; and
we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to
provide competitive retail and wholesale financing programs.
These risks are exacerbated by the ongoing volatility in the financial markets, in part resulting from perceived
strains on the finances and creditworthiness of several governments and financial institutions, particularly in the
Eurozone and Latin America, and from continued concerns about global economic growth, particularly in the
emerging markets.
Restrictive covenants in our debt agreements could limit our financial and operating flexibility
The indentures or other instruments governing our outstanding debt securities and other credit agreements to which
we are a party from time to time contain, or may contain, covenants that restrict our ability to, among other things:
incur additional indebtedness;
make certain investments;
enter into certain types of transactions with affiliates;
sell certain assets or merge with or into other companies;
use assets as security in other transactions; and/or
enter into sale and leaseback transactions.
23
Although we do not believe any of these covenants materially restrict our operations currently, a breach of one or
more of the covenants could result in adverse consequences that could negatively impact our businesses, results
of operations and financial position. These consequences may include the acceleration of amounts outstanding
under certain of our credit facilities, triggering an obligation to redeem certain debt securities, termination of
existing unused commitments by our lenders, refusal by our lenders to extend further credit under one or more
of the facilities or to enter into new facilities or the lowering or modification of CNH Industrial’s credit ratings or
those of one or more of its subsidiaries. For further information see Note 27 “Debt” to the Consolidated Financial
Statements at December 31, 2015.
The loss of members of senior management could have an adverse effect on our business
Our success is largely dependent on the ability of our senior executives and other members of management to
effectively manage our organization and individual areas of our businesses. The loss of any senior executive, manager
or other key employee without an adequate replacement, or the inability to attract and retain new, qualified personnel
could therefore have an adverse effect on our business prospects, results of operations and/or financial position.
Changes in demand for food and alternate energy sources could impact our revenues
Changing worldwide demand for farm outputs to meet the world’s growing food and alternative energy demands,
driven in part by government policies and a growing world population, are likely to result in fluctuating agricultural
commodity prices, which affect sales of agricultural equipment. While higher commodity prices will benefit our crop
producing agricultural equipment customers, higher commodity prices also result in greater feed costs for livestock
and poultry producers, which in turn may result in lower levels of equipment purchased by these customers.
Lower commodity prices directly affect farm income, which could negatively affect sales of agricultural equipment.
Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops
they grow, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating
bio-fuel utilization could affect demand for our equipment and result in higher research and development costs
related to equipment fuel standards.
International trade policies may impact demand for our products and our competitive position
Government policies on international trade and investment such as sanctions, import quotas, capital controls or
tariffs, whether adopted by individual governments or addressed by regional trade blocs, may affect the demand
for our products and services, impact the competitive position of our products or prevent us from being able to
sell products in certain countries. The implementation of more restrictive trade policies, such as more detailed
inspections, higher tariffs, or new barriers to entry, in countries where we sell products and provide services could
negatively impact our business, results of operations and financial position. For example, a government’s adoption
of trade sanctions or “buy national” policies or retaliation by another government against such policies could have
a negative impact on our results of operations.
Credit risk
Fundamental to any organization that extends credit is the credit risk associated with its customers/borrowers.
The creditworthiness of each customer, rates of delinquency and default, repossessions and net losses on loans to
customers are impacted by many factors, including:
relevant industry and general economic conditions;
the availability of capital;
the terms and conditions applicable to extensions of credit;
interest rates (and changes in the applicable interest rates);
the experience and skills of the customer’s management team;
commodity prices;
political events;
the weather; and
the value of the collateral securing the extension of credit.
Deterioration in the quality of our financial assets, an increase in delinquencies or defaults, or a reduction in
collateral recovery rates could have an adverse impact on the performance of our Financial Services business
and our earnings and cash flows. These risks become more acute in an economic slowdown or recession due to
decreased demand for (or availability of) credit, declining asset values, changes in government subsidies, reductions
in collateral to loan balance ratios, and an increase in delinquencies, defaults, insolvencies, foreclosures and losses.
In such circumstances, our loan servicing and litigation costs may also increase. In addition, governments may pass
laws, or implement regulations, that modify rights and obligations under existing agreements, or which prohibit or
limit the exercise of contractual rights.
25
When a borrower defaults on a loan and we repossess collateral securing the repayment of the loan, our ability to
recover or mitigate losses by selling the collateral is subject to the current market value of such collateral. Those
values are affected by levels of new and used inventory of agricultural and construction equipment, as well as
commercial vehicles, on the market. They are also dependent upon the strength or weakness of market demand
for new and used agricultural and construction equipment, as well as for commercial vehicles, which is affected by
the strength of the general economy. In addition, repossessed collateral may be in poor condition, which would
reduce its value. Finally, relative pricing of used equipment, compared with new equipment, can affect levels of
market demand and the resale of repossessed equipment. An industry-wide decrease in demand for agricultural
or construction equipment, as well as for commercial vehicles, could result in lower resale values for repossessed
equipment, which could increase losses on loans and leases, adversely affecting our financial position and results
of operations.
Funding risk
Our Financial Services business has traditionally relied upon the ABS market and committed asset-backed facilities
as a primary source of funding and liquidity. A significant reduction in liquidity in the secondary market for ABS
transactions could adversely affect our ability to sell receivables on a favorable or timely basis. Such conditions
could have an adverse impact on our access to funding, financial position and results of operations. As Financial
Services finances a significant portion of sales of our equipment, to the extent Financial Services is unable to access
funding on acceptable terms, our sales of equipment would be negatively impacted.
Repurchase risk
In connection with our ABS transactions, we make customary representations and warranties regarding the assets
being securitized, as disclosed in the relevant offering documents. While no recourse provisions exist that allow
holders of asset-backed securities issued by our ABS trusts to require us to repurchase those securities, a breach
of these representations and warranties could give rise to an obligation to repurchase non-conforming receivables
from the trusts. Any obligation to make future repurchases could have an adverse effect on our financial position,
results of operations and cash flows.
Regulatory risk
The operations of our Financial Services business are subject, in certain instances, to supervision and regulation
by various governmental authorities. These operations are also subject to various laws, as well as to judicial and
administrative decisions and interpretations, imposing requirements and restrictions, which among other things:
regulate credit granting activities, including establishing licensing requirements;
establish maximum interest rates, finance and other charges;
regulate customers’ insurance coverage;
require disclosures to customers;
govern secured and unsecured transactions;
set collection, foreclosure, repossession and claims handling procedures and other trade practices;
prohibit discrimination in the extension of credit and administration of loans; and
regulate the use and reporting of information related to a borrower.
To the extent that applicable laws are amended or construed differently, new laws are adopted to expand the
scope of regulation imposed upon such financial services businesses, or applicable laws prohibit interest rates we
charge from rising to a level commensurate with risk and market conditions, such events could adversely affect
Financial Services and our financial position and results of operations.
26 REPORT ON RISK FACTORS
OPERATIONS
OTHER RISKS
CNH Industrial operates and will continue to operate, as a company that is resident in the
U.K. for tax purposes; other tax authorities may treat CNH Industrial as being tax resident
elsewhere
CNH Industrial is not incorporated in the U.K.; therefore, in order to be resident in the U.K. for tax purposes,
CNH Industrial’s central management and control must be located (in whole or in part) in the U.K. The test of
central management and control is largely a question of fact based on all the circumstances. Nevertheless, the
decisions of the U.K. courts and the published practice of Her Majesty’s Revenue & Customs, or HMRC, suggest
that CNH Industrial is likely to be regarded as having become U.K.-resident on this basis from the date of its
incorporation. The competent authority ruling referred to below supports this analysis. Even if CNH Industrial’s
“central management and control” is in the U.K., it would not be treated as U.K.-resident if (a) CNH Industrial
were concurrently resident in another jurisdiction (applying the tax residence rules of that jurisdiction) which has
a double tax treaty with the U.K.; and (b) that tax treaty allocates exclusive residence to that other jurisdiction.
Even if CNH Industrial’s central management and control is in the U.K., CNH Industrial is considered to be resident
in the Netherlands for Dutch corporate income tax and Dutch dividend withholding tax purposes because CNH
Industrial is incorporated in the Netherlands. Nonetheless, the U.K. and Dutch competent authorities have
agreed, following a mutual agreement procedure (as contemplated by the Netherlands-U.K. tax treaty), that CNH
Industrial will be regarded as solely resident in the U.K. for purposes of the application of the Netherlands-U.K. tax
treaty provided that CNH Industrial operates as planned and provides appropriate required evidence to the U.K.
and Dutch competent tax authorities. If the facts upon which the competent authorities issued this ruling change
over time, this ruling may be withdrawn, and in that case the Netherlands may levy corporate income tax on CNH
Industrial and impose withholding taxes on dividends distributed by CNH Industrial.
CNH Industrial’s residence for Italian tax purposes is also largely a question of fact based on all the circumstances.
For Italian tax purposes, a rebuttable presumption of CNH Industrial’s residence in Italy may apply under Italian
legislation. However, CNH Industrial has a management and organizational structure such that CNH Industrial
should be deemed resident in the U.K. from the date of its incorporation for purposes of the Italy-U.K. tax treaty.
Because this analysis is highly factual and may depend on future changes in CNH Industrial’s management and
organizational structure, there can be no assurance that CNH Industrial’s determination of its tax residence will
be respected by all relevant tax authorities. Should CNH Industrial be treated as an Italian tax resident, CNH
Industrial would be subject to corporate income tax in Italy and may be required to comply with withholding tax
on dividends and other distributions (currently at a withholding rate of 26%, subject to any benefits from double
taxation treaties or other reliefs or exemptions that may be available to shareholders) and/or reporting obligations
under Italian law, which could result in additional costs and expenses.
27
We may incur additional tax expense or become subject to additional tax exposure
We are subject to income taxes in many jurisdictions around the world. Our tax liabilities are dependent upon
the location of earnings among these different jurisdictions. Our future results of operations could be adversely
affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing
statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally
accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. If our effective tax
rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts
previously accrued or paid, our operating results, cash flows and financial position could be adversely affected.
CNH Industrial, as successor to Fiat Industrial, is jointly liable with Fiat Chrysler
Automobiles N.V. for certain obligations
CNH Industrial is successor to Fiat Industrial, a company formed as a result of the demerger of Fiat S.p.A. (which,
effective October 12, 2014, was merged into FCA in favor of Fiat Industrial). As such, CNH Industrial continues to
be liable jointly with FCA for the liabilities of FCA that arose prior to the effective date of the Demerger (January
1, 2011) and were still outstanding at that date (the “Liabilities”). This statutory provision is limited to the value
of the net assets transferred to Fiat Industrial in the Demerger and survives until the Liabilities are satisfied in
full. Furthermore, CNH Industrial may be responsible jointly with FCA in relation to tax liabilities, even if such
tax liabilities exceed the value of the net assets transferred to Fiat Industrial in the Demerger. At December 31,
2015, the outstanding Liabilities amounted to approximately $1.3 billion (of which $1.1 billion consisted of bonds
guaranteed by FCA). CNH Industrial evaluated as extremely remote the risk of FCA’s insolvency and therefore no
specific provision has been accrued in respect of the above-mentioned potential joint liability.
Our maintenance of two exchange listings may adversely affect liquidity in the market for
our common shares and could result in pricing differentials of our common shares between
the two exchanges
The dual listing of our common shares on the NYSE and the MTA may split trading between the two markets and
adversely affect the liquidity of the shares in one or both markets and the development of an active trading market
for our common shares on the NYSE, and may result in price differentials between the exchanges. Differences in
the trading schedules, trading volume and investor bases, as well as volatility in the exchange rate between the two
trading currencies, among other factors, may result in different trading prices for our common shares on the two
exchanges or otherwise adversely affect liquidity and trading prices of our shares.
The loyalty voting structure may concentrate voting power in a small number of our
shareholders and such concentration may increase over time
A relatively large proportion of the voting power of CNH Industrial could be concentrated in a relatively small
number of shareholders who would have significant influence over us. As of December 31, 2015, EXOR S.p.A. had
a voting interest in CNH Industrial of approximately 41.3%.
28 REPORT ON RISK FACTORS
OPERATIONS
The loyalty voting structure may affect the liquidity of our common shares and reduce our
share price
CNH Industrial’s loyalty voting structure is intended to reward shareholders for maintaining long-term share
ownership by granting initial shareholders and persons holding shares continuously for at least three years at any
time following the effectiveness of the Merger the option to elect to receive special voting shares. Special voting
shares cannot be traded and, immediately prior to the transfer of our common shares from the CNH Industrial
Loyalty Register, any corresponding special voting shares shall be transferred to CNH Industrial for no consideration
(om niet). This loyalty voting structure is designed to encourage a stable shareholder base and, conversely, it may
deter trading by those shareholders who are interested in gaining or retaining special voting shares. Therefore, the
loyalty voting structure may reduce liquidity in our common shares and adversely affect their trading price.
The loyalty voting structure may prevent or frustrate attempts by our shareholders to
change our management and hinder efforts to acquire a controlling interest in us, and the
market price of our common shares may be lower as a result
The provisions of our Articles of Association establishing the loyalty voting structure may make it more difficult
for a third party to acquire, or attempt to acquire, control of us, even if a change of control is considered favorably
by shareholders holding a majority of our common shares. As a result of the loyalty voting structure, a relatively
large proportion of the voting power of our common shares could be concentrated in a relatively small number of
shareholders who would have significant influence over us. As of December 31, 2015, EXOR S.p.A. had a voting
interest in CNH Industrial of approximately 41.3%. Such shareholders participating in the loyalty voting structure
could effectively prevent change of control transactions that may otherwise benefit our shareholders.
The loyalty voting structure may also prevent or discourage shareholders’ initiatives aimed at changes in our
management.
29
BUSINESS OVERVIEW
BUSINESS REPORT ON 31
OVERVIEW OPERATIONS
GENERAL
We are a leading global capital goods company engaged in the design, production, marketing, sale and financing of
agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles for firefighting,
defense and other uses, as well as engines, transmissions and axles for those vehicles and engines for marine and
power generation applications. We have industrial and financial services companies located in 45 countries and a
commercial presence in approximately 180 countries around the world.
CNH Industrial has five operating segments:
Agricultural Equipment designs, manufactures and distributes a full line of farm machinery and implements,
including two-wheel and four-wheel drive tractors, crawler tractors (Quadtrac®), combines, cotton pickers,
grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and
cultivation implements and material handling equipment. Agricultural equipment is sold under the New Holland
Agriculture and Case IH Agriculture brands, as well as the Steyr brand in Europe. Following our acquisition
of substantially all of the assets of Miller-St. Nazianz, Inc. (“Miller”) in November 2014, certain agricultural
equipment products are also sold under the Miller brand, primarily in North America.
Construction Equipment designs, manufactures and distributes a full line of construction equipment
including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, compact
track loaders and telehandlers. Construction equipment is sold under the New Holland Construction and Case
Construction Equipment brands.
Commercial Vehicles designs, produces and sells a full range of light, medium and heavy vehicles for the
transportation and distribution of goods, under the Iveco brand, commuter buses and touring coaches under the
Iveco Bus (previously Iveco Irisbus) and Heuliez Bus brands, quarry and mining equipment under the Iveco Astra
brand, firefighting vehicles under the Magirus brand and vehicles for civil defense and peace-keeping missions
under the Iveco Defence Vehicles brand.
Powertrain designs, manufactures and offers a range of propulsion and transmission systems and axles for
on- and off-road applications, as well as engines for marine application and power generation under the FPT
Industrial brand.
Financial Services offers a range of financial services to dealers and customers. Financial Services provides
and administers retail financing to customers for the purchase or lease of new and used industrial equipment or
vehicles and other equipment sold by CNH Industrial dealers. In addition, Financial Services provides wholesale
financing to CNH Industrial dealers. Wholesale financing consists primarily of floor plan financing and allows the
dealers to purchase and maintain a representative inventory of products.
Net revenues by segment in the years ended December 31, 2015 and 2014 were as follows:
Net revenues by region in the years ended December 31, 2015 and 2014 were as follows:
INDUSTRY OVERVIEW
Agricultural Equipment
The operators of food, dairy, livestock and grain crop producing farms, as well as independent contractors
that provide services to such farms, purchase most agricultural equipment. The key factors influencing sales of
agricultural equipment are the level of net farm income and, to a lesser extent, general economic conditions,
interest rates and the availability of financing, farm land prices, and farm debt levels. Net farm income is primarily
impacted by the volume of acreage planted, commodity and/or livestock prices and stock levels, the impacts of fuel
ethanol demand, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency
exchange rates, government subsidies and tax incentives. Farmers tend to postpone the purchase of equipment
when the farm economy is declining and to increase their purchases when economic conditions improve. The
availability, quality, and cost of used equipment for sale also impact the level of new equipment sales. Weather
conditions are a major determinant of crop yields and therefore also affect equipment buying decisions. In addition,
geographical variations in weather from season to season may affect sales volumes differently in different markets.
Government policies may affect the market for agricultural equipment by regulating the levels of acreage planted,
with direct subsidies affecting specific commodity prices, or with other payments made directly to farmers. Global
organization initiatives, such as those of the World Trade Organization, also can affect the market with demands for
changes in governmental policies and practices regarding agricultural subsidies, tariffs and acceptance of genetically
modified organisms such as seed, feed and animals.
Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates
and farming calendars. Peak retail demand for tractors and planting, seeding, and application equipment typically
occurs in March through June in the Northern hemisphere and in September through December in the Southern
hemisphere. Dealers order equipment year-round, but harvesting equipment orders in the Northern hemisphere
generally increase in the late fall and winter so that the dealers can receive inventory prior to the peak retail selling
season, which generally extends from March through June. In the Southern hemisphere, dealers generally order
between August and October so they can receive inventory prior to the peak retail selling season, which extends
from November through February. The production levels of Agricultural Equipment are based upon estimated retail
demand which takes into account, among other things, the timing of dealer shipments (which occur in advance of
retail demand), dealer and CNH Industrial inventory levels, the need to retool manufacturing facilities to produce
new or different models and the efficient use of manpower and facilities. Production levels are adjusted to reflect
changes in estimated demand and dealer inventory levels. However, because production and wholesale shipments
adjust throughout the year to take into account the factors described above, wholesale sales of agricultural equipment
products in any given period may not reflect the timing of dealer orders and retail demand for that period.
Customer preferences regarding farming practices, and thus product types and features, vary by region. In North
America, Australia and other areas where soil conditions, climate, economic factors and population density allow
for intensive mechanized agriculture, farmers demand high capacity, sophisticated machines equipped with the
most advanced technology. In Europe, where farms are generally smaller in size than those in North America and
Australia, there is greater demand for somewhat smaller, yet equally sophisticated, machines. In the developing
regions of the world where labor is more abundant and infrastructure, soil conditions and/or climate are not
conducive to intensive agriculture, customers generally prefer simple, robust and durable machines with relatively
lower acquisition and operating costs. In many developing countries, tractors are the primary, if not the sole, type
of agricultural equipment used, and much of the agricultural work in such countries that cannot be performed by
tractors is carried out by hand. A growing number of part-time farmers, hobby farmers and customers engaged
in landscaping, municipality and park maintenance, golf course and roadside mowing in Western Europe and
North America also prefer relatively simple, low-cost agricultural equipment. Our position as a geographically
diversified manufacturer of agricultural equipment, and our broad geographic network of dealers allows us to
provide customers in each significant market with equipment that meets their specific requirements.
Major trends in the North American and Western European agricultural industries include a reduction in number
but growth in size of farms, supporting increased demand for higher capacity agricultural equipment. In addition,
the use of technology and other precision farming solutions to increase crop yield is becoming more established.
In Latin America and in other emerging markets, the number of farms is growing and mechanization is replacing
manual labor. Government subsidies (including crop insurance) are a key income driver for farmers raising certain
commodity crops in the United States and Western Europe. The level of support can range from 10% to over
30% of the annual income for these farmers in years of low global commodity prices or natural disasters. The
existence of a high level of subsidies in these markets for agricultural equipment reduces the effects of cyclicality in
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the agricultural equipment business. The effect of these subsidies on agricultural equipment demand depends to
a large extent on the U.S. Farm Bill and programs administered by the United States Department of Agriculture,
the Common Agricultural Policy of the European Union and World Trade Organization negotiations. Additionally,
the Brazilian government subsidizes the purchase of agricultural equipment through low-rate financing programs
administered by the Banco Nacional de Desenvolvimento Economico e Social (“BNDES”). These programs have
a significant influence on sales.
Agricultural equipment manufacturers are subject to continuous changes in engine emission regulations and
restrictions. These changes require frequent changes in engine technology, which can involve significant research
and development investments. Manufacturers generally attempt to pass these incremental costs to their customers,
but these price increases must be balanced with the affordability of the equipment. Each market may have its own
unique regulations, which adds a level of complexity required to meet global product needs.
Global demand for renewable fuels increased considerably in recent years driven by consumer preference,
government renewable fuel mandates, renewable fuel tax and production incentives. Biofuels, which include fuels
such as ethanol and biodiesel, have become one of the most prevalent types of renewable fuels. The primary type
of biofuel supported by government mandates and incentives varies somewhat by region. North America and
Brazil are promoting ethanol first and then biodiesel, while Europe is primarily focused on biodiesel.
The demand for biofuels has created an associated demand for agriculturally based feedstocks which are used to
produce biofuels. Currently, most of the ethanol in the U.S. and Europe is extracted from corn, while in Brazil it is
extracted from sugar cane. Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S. and Brazil,
and from rapeseed and other oil seeds as well as food waste by-products in Europe. The use of corn and soybeans
for biofuel has been one of the main factors impacting the supply and demand relationships for these crops,
resulting in higher crop prices. The economic feasibility of biofuels is significantly impacted by the price of oil. As
the price of oil falls, biofuels become a less attractive alternative energy source. This relationship will, however, be
impacted by government policy and mandates as governments around the world consider ways to combat global
warming and avoid potential energy resource issues in the future.
The increase in crop production for biofuels has also driven changes in the type of crops grown and in crop
rotations. The most significant change in U.S. crop production was the increase in acreage devoted to corn,
typically using land previously planted with soybeans and cotton. In addition, a change in crop rotation resulted in
more acres of corn being planted. As a result, agricultural producers are faced with new challenges for managing
crop residues and are changing the type of equipment they use and how they use it.
Although the demand for new agricultural equipment tends to decrease during periods of economic stagnation
or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps
limit the impact of declines in new equipment sales on the operating results of full-line manufacturers, such as
Agricultural Equipment.
Construction Equipment
The construction equipment market consists of two principal businesses: heavy construction equipment (excluding
the mining and the specialized forestry equipment markets in which we do not participate), with equipment
generally weighing more than 12 metric tons, and light construction equipment, with equipment generally weighing
less than 12 metric tons.
In developed markets, customers tend to prefer more sophisticated machines equipped with the latest technology
and features to improve operator productivity. In developing markets, customers tend to prefer equipment that is
relatively less costly and has greater perceived durability. In North America and Europe, where the cost of machine
operators is higher relative to fuel costs and machine depreciation, customers typically emphasize productivity,
performance and reliability. In other markets, where the relative costs for machine operators is lower, customers
often continue to use equipment after its performance and efficiency have begun to diminish.
Customer demand for power and operating capacity does not vary significantly from market to market. However, in
many countries, restrictions on equipment weight or dimensions, as well as road regulations or job site constraints
can limit demand for larger machines.
Although the demand for new construction equipment tends to decrease during periods of economic stagnation
or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps
limit the impact of declines in new equipment sales on the operating results of full-line manufacturers, such as
Construction Equipment.
34 REPORT ON BUSINESS
OPERATIONS OVERVIEW
General economic conditions, infrastructure spending rates, housing starts, commercial construction and
governmental policies on taxes, spending on roads, utilities and construction projects can have a dramatic effect
on sales of construction equipment.
Commercial Vehicles
Trucks and Commercial Vehicles
The world truck market is generally divided into three segments: light (gross vehicle weight (“GVW”) up to 6
metric tons), medium (GVW 6 to 16 metric tons) and heavy (GVW of 16 metric tons and above). The medium and
heavy-duty trucks segments are characterized by a higher level of engineering specialization due to the technologies
and production systems utilized, while the light-duty segment has many engineering and design characteristics in
common with the automobile industry. In addition, operators of medium and heavy trucks often require vehicles
with a higher degree of customization than the more standardized products that serve the light commercial
vehicle market. Customers generally purchase heavy trucks for one of three primary uses: long distance haulage,
construction haulage and/or distribution.
The regional variation in demand for commercial vehicles is influenced by differing economic conditions, levels of
infrastructure development and geographical region, all of which lead to differing transport requirements.
Medium and heavy truck demand tends to be closely aligned with the general economic cycle and the capital
investment cycle, particularly in more developed markets such as Europe, North America and Japan, as economic
growth provides increased demand for haulage services and an incentive for transporters to invest in higher
capacity vehicles and renew vehicle fleets. The product life cycle for medium and heavy trucks typically covers a
seven to ten-year period.
Although economic cycles have a significant influence on demand for medium and heavy vehicles in emerging
economies, the processes of industrialization and infrastructure development have generally driven long-term
growth trends in these countries. As a country’s economy becomes more industrialized and its infrastructure
develops, transport needs tend to grow in response to increases in production and consumption. Developing
economies, however, tend to display volatility in short-term demand resulting from government intervention,
changes in the availability of financial resources and protectionist trade policies. In developing markets, demand for
medium and heavy trucks increases when it becomes more cost-effective to transport heavier loads, especially as
the infrastructure, primarily roads and bridges, becomes capable of supporting heavier trucks. At the same time,
the need to transport tends to increase in these markets, resulting in increased demand for light vehicles.
Industry forecasts indicate that transportation of goods by road, currently the predominant mode of transport,
will remain so in the future. Demand for services and service-related products, including parts, is a function of the
number of vehicles in use. Although the demand for new commercial vehicles tends to decrease during periods of
economic stagnation or recession, the aftersales market is historically less volatile than the new vehicle market and,
therefore, helps limit the impact of declines in new vehicle sales on the operating results of full-line manufacturers,
such as the Commercial Vehicles segment.
Commercial vehicles markets are subject to intense competition based on initial sales price, cost and
performance of vehicles over their life cycle (i.e., purchase price, operating and maintenance costs and residual
value of the vehicle at the end of its useful life), services and service-related products and the availability
of financing options. High reliability and low variable costs contribute to customer profitability over the life
of the vehicle, and are impor tant factors in an operator’s purchase decision. Additional competitive factors
include the manufacturer’s ability to address customer transpor t requirements, driver safety, comfor t and
brand loyalty through the vehicle design.
Demand for trucks varies seasonally by region and by product class. In Europe, the peak retail demand occurs
in second and fourth quarters due to key fleet customer demands and customer budgetary cycles. In LATAM,
demand is relatively stable throughout the year aside from increased demand for heavy truck products in the first
and fourth quarters from customers who transport foodstuffs. In APAC, sales tend to be higher in the second and
fourth quarters due to local holiday periods.
Buses
The global bus market is organized by mission, from city and intercity transport to tourism purposes, with a
capacity ranging from 7 up to 150 seating/standing passengers. The Iveco Bus (previously Iveco Irisbus) and Heuliez
36 REPORT ON BUSINESS
OPERATIONS OVERVIEW
Bus target markets include urban, intercity buses and long-distance touring coaches. Operators in this industry
include three types of manufacturers: those specialized in providing chassis to bodybuilders, those that build bodies
on chassis produced by third parties, and those like Iveco Bus that produce the entire vehicle.
The principal customers of the bus segment are tour and intercity bus service operators, while the principal
customers of the city bus segment are the transport authorities in urban areas.
Deregulation and privatization of transport services in many markets has favored concentration towards large private
companies operating in one country, in more than one neighboring country or at an international level. Demand has
increased for highly standardized, high-use products for large fleets, with financing and maintenance agreements or
kilometric pricing. Deregulation and privatization have also increased competition between large transport service
companies, raising the level of vehicle use and increasing the choice of brands for operators in the market.
Sales for urban and intercity buses are generally higher in the second half of the year, due to public entities
budgeting processes, tender rules and buses production lead-time.
Powertrain
The dynamics of the industrial powertrain business vary across the different market segments in which the various
propulsion systems are used, and in many cases are particularly influenced by engine emission requirements. For
vehicle and equipment applications, product development is driven by regulatory requirements (i.e., legislation
on emissions and, increasingly, CO2 emissions), as well as the need to reduce total operating costs. This, in turn,
translates into customers seeking more efficient propulsion systems that enable lower total cost of ownership and
higher productivity.
For on-road applications in fully developed markets, where economy and infrastructure drive demand for local
and haulage transportation, light duty engines (below 3.9 liters in displacement) and heavy duty engines (above
8 liters) constitute the majority of demand, while medium duty engines (3.9-8 liters) cover the majority of needs
in developing markets. Demand for heavy engines is driven by general economic conditions, capital investment,
industrialization and infrastructure developments.
In the bus market, engine demand is increasingly influenced by the environmental policies of governments and local
authorities (i.e., requirements for natural gas and hybrid solutions).
For the off-road market, engines in the 50 horsepower (“hp”) to 300 hp output range are dominant in all major
markets worldwide, with demand for high-power engines predominantly in the European and U.S. markets.
Demand for off-road applications in the construction business is driven by general economic factors and the level
of public investment in infrastructure, which affects the need for replacement of old equipment and investment in
more innovative solutions to boost productivity. The demand for off-road applications in the agricultural equipment
business is affected by similar drivers as the construction equipment business, and is also dependent on the level
of net farm income.
We believe that the evolution in emission regulations in Europe, the U.S. and Asia (Euro VI, Stage IV and Tier 4B)
presents an opportunity for Powertrain to gain a competitive advantage through technological solutions developed
for engines and after-treatment systems (such as our High Efficiency SCR technology). The increasing trend among
middle-sized OEMs (Original Equipment Manufacturers) to outsource engine development, as a result of the
significant research and development expenditures required to meet the new emission requirements, presents
an opportunity for Powertrain to increase sales to third party customers. In addition, engine manufacturers
occasionally supplement their available range with certain engines sourced from third party suppliers.
The on-road market has some minimal local fluctuation during the year, tempered by the geographical distribution of
Powertrain’s customer base, while the off-road market usually has a seasonal decline between November and January.
COMPETITION
The industries in which we operate are highly competitive. We believe that we have a number of competitive
strengths that will enable us to improve our position in markets where we are already well established while we
direct additional resources to markets and products with high growth potential.
We compete with: (i) large global full-line suppliers with a presence in every market and a broad range of products
that cover most customer needs, (ii) manufacturers who are product specialists focused on particular industry
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segments on either a global or regional basis, (iii) regional full-line manufacturers, some of which are expanding
worldwide to build a global presence, and (iv) local, low-cost manufacturers in individual markets, particularly in
emerging markets such as Eastern Europe, India and China.
Our competitive strengths include well-recognized brands, a full range of competitive products and features, and a
strong global presence and distribution and customer service network. There are multiple factors which influence
a buyer’s choice of industrial equipment. These factors include the strength and quality of the distribution network,
brand loyalty, product features and performance, availability of a full product range, the quality and pricing of
products, technological innovations, product availability, financing terms, parts and warranty programs, resale
value and customer service and satisfaction. The ability to meet or exceed applicable emissions standards as they
take effect is also a key competitive factor, particularly in those markets where such standards are the subject of
frequent legislative or regulatory scrutiny and change, such as Europe and North America. We continually seek
to improve in each of these areas, but focus primarily on providing high-quality and high-value products and
supporting those products through our dealer networks. Buyers tend to favor brands based on experience with
the product and the dealer. Customers’ perceptions of product value in terms of productivity, reliability, resale
value and dealer support are formed over many years.
The efficiency of our manufacturing, logistic and scheduling systems are dependent on forecasts of industry
volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with
others in the marketplace. We compete on the basis of product performance, customer service, quality and price.
The environment remains competitive from a pricing standpoint, but actions taken to maintain our competitive
position in the current difficult economic environment could result in lower than anticipated price realization.
Our principal competitors in the agricultural equipment market are John Deere, AGCO (including the Massey
Ferguson, Fendt, Valtra and Challenger brands), Claas, the Argo Group (including the Landini, McCormick and
Valpadana brands), the Same Deutz Fahr Group (including the Same, Lamborghini, Hurlimann and Deutz brands)
and Kubota.
Our principal competitors in the construction equipment market are Caterpillar, Komatsu, JCB, Hitachi, Volvo,
Liebherr, Doosan, Kubota and John Deere.
Our principal competitors in the commercial vehicles market are Daimler (including the Mercedes-Benz, Mitsubishi
Fuso, Freightliner, Western Star, Setra and Bharat-Benz (India) brands); Volkswagen (including the MAN and Scania
brands); Paccar (including the DAF, Kenworth, Ken Mex and Peterbilt brands); the Volvo Group (including Volvo,
Renault, MACK and UD Trucks brands); Rosenbauer International AG; Rheinmetall; Oshkosh; Nexter; General
Dynamics; BAE Systems; Caterpillar; and Navistar.
The principal competitors of Powertrain include Cummins, Deutz, Caterpillar, John Deere, Volvo, Weichai, and Isuzu.
PRODUCTS
Agricultural Equipment
Agricultural Equipment’s product lines are sold primarily under the Case IH and New Holland brands and under
the Steyr brand in Europe. Following our acquisition of substantially all of the assets of Miller in November 2014,
certain agricultural equipment products are also sold under the Miller brand, primarily in North America. In order to
capitalize on customer loyalty to dealers and the segment’s brands, relative distribution strengths and historical brand
identities, we sell our agricultural equipment products under the Case IH (and Steyr for tractors in Europe only) and
New Holland brands. We believe that these brands enjoy high levels of brand identification and loyalty among both
customers and dealers.
Although newer generation tractors have a high percentage of common mechanical components, each brand
and product remains differentiated by features, color, interior and exterior styling and model designation. Flagship
products such as row crop tractors and large combine harvesters may have significantly greater differentiation.
Distinctive features that are specific to a particular brand such as the Supersteer ® tractor axle or Twin Rotor
combine threshing technology for New Holland, the Case IH tracked four wheel drive tractor, Quadtrac®, and the
front axle mounted hitch for Steyr remain an important part of each brand’s unique identity.
Our Agricultural Equipment’s product lines include tractors, combine harvesters, hay and forage equipment,
seeding and planting equipment, and sprayers. Our Agricultural Equipment business also specializes in other key
38 REPORT ON BUSINESS
OPERATIONS OVERVIEW
market segments like cotton picker packagers and sugar cane harvesters, where Case IH is a worldwide leader,
and in self-propelled grape harvesters, where New Holland is a worldwide leader. These brands each offer parts
and support services for all of their product lines. Our agricultural equipment is sold with a limited warranty that
typically runs from one (1) to three (3) years.
On November 26, 2014, we completed the acquisition of Miller, a leading manufacturer of precision spraying
equipment that is now part of the New Holland brand, providing a strong platform to grow the self-propelled
sprayer business on a global scale.
Construction Equipment
Construction Equipment’s product lines are sold primarily under the CASE and New Holland Construction
brands. CASE provides a wide range of products on a global scale, including a crawler excavator that utilizes
technology from Sumitomo (S.H.I.) Construction Machinery Co. Ltd. The New Holland Construction brand family
also markets a full product line of construction equipment in most regions.
Construction Equipment products often share common components to achieve economies of scale in
manufacturing, purchasing and development. Construction Equipment differentiates these products based on the
relative product value and volume in areas such as technology, design concept, productivity, product serviceability,
color and styling to preserve the unique identity of each brand.
Heavy construction equipment product lines include crawler and wheeled excavators, wheel loaders, compactors,
graders and dozers for all applications. Light construction equipment product lines include backhoe loaders, skid
steer and tracked loaders, mini and midi excavators, compact wheel loaders and telehandlers. The brands each
offer parts and support services for all of their product lines. Our construction equipment is generally sold with a
limited warranty that typically runs from one (1) to two (2) years.
We continue to evaluate our Construction Equipment business with a view toward increasing efficiencies and
profitability as well as evaluating its strategic alliances to leverage its position in key markets.
Commercial Vehicles
Trucks and Commercial Vehicles (Iveco and Iveco Astra)
Under the Iveco brand, we produce a range of light, medium, and heavy trucks and commercial vehicles for both
on-road and off-road use. Our key products include the Daily, a vehicle that covers the 2.8 – 7 ton vehicle weight
segment, the Eurocargo, a vehicle that covers the 6 – 16 tons market, the Trakker, a vehicle dedicated to off-road,
and the Stralis, a vehicle dedicated to the over 16 tons market. The product offering is complemented by a series
of aftersales and used vehicle assistance services.
Light vehicles include on-road vans and chassis cabs used for short and medium distance transportation and
distribution of goods, and off-road trucks for use in quarries and other work sites. We also offer shuttle vehicles
used by public transportation authorities, tourist operators, hotels and sports clubs and campers for holiday travel.
The medium and heavy vehicles product lines include on-road chassis cabs designed for medium and long
distance hauling and distribution. Medium GVW off-road models are typically used for building roads, winter road
maintenance, construction, transportation, maintenance of power lines and other installations in off-road areas,
civil protection and roadside emergency service. Heavy GVW off-road models are designed to operate in any
climate and on any terrain and are typically used to transport construction plant and materials, transport and mix
concrete, maintain roads in winter and transport exceptionally heavy loads.
We offer ecological diesel and natural gas engines on our entire range of vehicles, developing engines with specific
components and configurations optimized for use with compressed natural gas (“CNG”) and liquefied natural gas
(“LNG”).
Under the Iveco Astra brand, we build vehicles that can enter otherwise inaccessible quarries and mines and move
large quantities of material, such as rock or mud, and perform heavy-duty tasks in extreme climatic conditions.
Our product range for Iveco Astra includes mining and construction vehicles, rigid and articulated dump trucks
and other special vehicles.
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Powertrain
Powertrain is dedicated to the design, development, manufacture and sale of engines, transmissions and axles
under the FPT Industrial brand.
Our product range features engines ranging from 2.2 to 20 liters with an output of 42 to 1,006 hp. Our product
portfolio includes engines for buses and for light, medium and heavy commercial vehicles, engines for industrial
machinery including construction, agricultural and irrigation equipment, engines for special-purpose vehicles and
engines for power generation units and marine applications. The range is completed by engine versions which use
alternative fuels, including those running on natural gas and engines compatible with biodiesel up to 20%.
To meet the increasingly strict emission regulations for both on-road (Euro VI and EPA 13) and off-road vehicles
(Stage IV and Tier 4B), Powertrain’s technological solutions strive to provide enhanced results in terms of cost,
packaging and fuel consumption for each segment of the market. For example, Powertrain offers an external
exhaust gas recirculation system combined with a diesel particulate filter for engines up to 205 hp for application
on light commercial vehicles. For heavy-duty commercial applications, Powertrain has developed a high efficiency
selective catalyst reduction system (HI-eSCR), which processes exhaust gases using a catalyzing liquid, lowering
operating and maintenance costs. This unique SCR-only solution is designed to meet required emissions levels
without the cost and bulk of an exhaust gas recirculation valve, and, in particular, for the off-road market, this
solution does not require a diesel particulate filter.
Additionally, Powertrain produces a wide range of manual transmissions for light commercial vehicles, having either
five or six gears, and ranging from 320 to 500 Nm. Our Powertrain segment manufactures a range of axle products
to meet customer requirements, including axle products for commercial vehicles, such as the Daily, and axle products
for heavy mining, construction and specialty vehicles (military and fire-fighting) designed by Commercial Vehicles.
In North America and Australia a trade-in of used equipment typically accompanies the sale of new equipment to
end-users. We often provide marketing assistance to our dealers to support the sales of used, trade-in equipment
through subsidized financing incentives, inventory carrying cost defrayment, or other methodologies.
Exclusive, dedicated dealers generally provide a higher level of market penetration. Some dealers may sell
complementary products manufactured by other suppliers in order to complete their product offerings or to
satisfy local demand for a particular specialty application or segment.
A strong dealer network with wide geographic coverage is a critical element in the success of Agricultural Equipment
and Construction Equipment. We work to enhance our dealer network through the expansion of our product
lines and customer services, including enhanced financial services offerings, and an increased focus on dealer
support. To assist dealers in building rewarding relationships with their customers, focused customer satisfaction
programs have been introduced and they are expected to incorporate customer input into the relevant product
development and service delivery processes.
As the equipment rental business becomes a more significant factor in both the agricultural and construction
equipment markets, Agricultural Equipment and Construction Equipment are continuing to support their dealer
network by facilitating sales of equipment to the local, regional and national rental companies through their dealers
as well as by encouraging dealers to develop their own rental activities. A strong dealer service network is required
to maintain the rental equipment, and to help ensure that the equipment remains at peak performance levels
both during its life as rental equipment and afterward when resold into the used equipment market. Agricultural
Equipment and Construction Equipment have launched several programs to support their dealer service and
rental operations, including training, improved dealer standards, financing, and advertising. As the rental market
is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special
attention to managing the resale of rental units into the used equipment market by our dealers, who can utilize this
opportunity to improve their customer base and generate additional parts business.
We believe that it is generally more cost-effective to distribute our agricultural and construction equipment
products through independent dealers, although Agricultural Equipment and Construction Equipment maintain
a limited number of company-owned dealerships in some markets. As of December 31, 2015, we operated 2
and 5 company-owned Agricultural Equipment and Construction Equipment dealerships, respectively, primarily
in North America and Europe. We also operate a selective dealer development program in territories with
growth potential but underdeveloped representation by our agricultural and construction equipment brands
that typically involve a transfer of ownership to a qualified operator through a buy-out or private investment
after a few years.
Commercial Vehicles
Commercial Vehicles’ worldwide distribution strategy is based on a network of independent dealers, in addition to
its own dealerships and branches. As of December 31, 2015, Commercial Vehicles had approximately 700 dealers
globally (of which 20 were directly owned by us and 12 were branches). All of these dealers sell spare parts for
the relevant vehicles. Commercial Vehicles bolsters its distribution strategy by offering incentives to its dealers
based on target achievements for sales of new vehicles and parts and providing high quality aftersales services.
A key element of Commercial Vehicles’ growth strategy is its distribution network. In Western Europe, Eastern
Europe and Latin America, continued consolidation of the distribution network is aimed at improving service
to customers, increasing profitability and reducing overall distribution costs. In Africa and the Middle East, the
distribution network is being expanded in order to fully exploit growth in these markets.
In the United Kingdom, Commercial Vehicles is one of the few OEMs that sells trucks and other commercial vehicles
to companies which offer commercial vehicle rental solutions, such as Ryder, Fraikin and Burntree, among others.
In accordance with European legislation, Commercial Vehicles’ dealers have a specific sales territory. Additionally,
European law allows our Commercial Vehicles’ dealers to carry multiple brands.
Powertrain
Powertrain provides propulsion solution products for Agricultural Equipment, Construction Equipment and
Commercial Vehicles. Additionally, Powertrain’s commercial strategy and business model are focused on the
development of a portfolio of medium-to-large OEM customers. Powertrain has entered into long-term supply
agreements with several third party customers.
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Powertrain has a network of approximately 100 dealers and 900 service points in 100 countries that cover its
entire product range and related market sectors. Large OEMs use their own internal networks to obtain parts
and services for purchased equipment, while small OEMs frequently rely on us for delivery of parts and services
through Powertrain’s worldwide network.
JOINT VENTURES
As part of a strategy to enter and expand in new markets, we are also involved in several commercial and/or
manufacturing joint ventures, including the following:
in Japan, we own 50.0% of New Holland HFT Japan Inc. (“HFT”), which distributes its products in Japan. HFT
imports and sells the full range of New Holland agricultural equipment;
in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors;
in Turkey, we own 37.5% of Turk Traktor ve Ziraat Makineleri A.S., which manufactures and distributes various
models of both New Holland and Case IH tractors;
in Mexico, we own 50.0% of CNH de Mexico S.A. de C.V., which manufactures New Holland agricultural
equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries;
in China, we own 50.0% of Naveco (Nanjing Iveco Motor Co.) Ltd., a company that manufactures light and
medium trucks and other commercial vehicles in China;
in China, we own 33.5% of SAIC Iveco Hongyan Commercial Vehicle (“SIH”), which designs, produces and sells
heavy vehicles;
in China, we control 60.0% of SAIC Fiat Powertrain Hongyan Ltd (“SFH”), a manufacturing company located
in Chongqing, which produces diesel engines under license from us to be sold in the Chinese market (mainly to
SIH) and to be exported to Europe, the U.S. and Latin America; and
in South Africa, we own 60.0% of Iveco South Africa Works (Pty) Ltd., which manufactures medium and heavy
duty commercial vehicles and buses.
FINANCIAL SERVICES
Financial Services offers a range of financial products and services to dealers and customers in the various regions
in which it operates. The principal products offered are retail financing for the purchase or lease of new and used
equipment and vehicles and wholesale financing to dealers. Wholesale financing consists primarily of floor plan
financing and allows dealers to purchase and maintain a representative inventory of products. Financial Services
also provides financing to dealers for equipment used in dealer owned rental yards, parts inventory, working capital
and other financing needs. Additionally, Financial Services purchases equipment and vehicles from dealers that
are leased to retail customers under operating lease agreements. As a captive finance business, Financial Services
is reliant on the operations of Agricultural Equipment, Construction Equipment and Commercial Vehicles, their
dealers, and customers.
Financial Services supports the growth of Industrial Activities sales and builds dealer and customer loyalty. Financial
Services’ strategy is to grow a core financing business to support the sale of our equipment and vehicles by improving
its portfolio credit quality, service levels, operational effectiveness and customer satisfaction. The segment works
to develop and structure financial products with the objective of increasing equipment and vehicle sales as well as
profitability. Financial Services also offers products to finance third party equipment and vehicles sold through our
dealer network or within our core businesses. Financed third party equipment and vehicles include used equipment
and vehicles taken in trade on our products or equipment used in conjunction with or attached to our products.
In North America, Financial Services’ activity is carried out through our wholly-owned financial services companies
that support sales through dealer and customer financing, as well as operating leases.
CNH Industrial Capital Europe S.a.S., a joint venture with BNP Paribas Group (49.9% owned by CNH Industrial
N.V. and accounted for under the equity method) is the captive finance company for CNH Industrial’s current
retail businesses in major European countries. It operates in Italy, France, Germany, Belgium, the Netherlands,
Luxembourg, the U.K., Spain, Poland and Austria. Agricultural Equipment and Construction Equipment’s vendor
programs with banking partners are also in place in France, Portugal, Denmark and Poland. Dealer financing and
customer financing activities not managed by the joint venture with BNP Paribas or the vendor programs are
managed through our captive financial services subsidiaries.
In Spain, financial services related to Commercial Vehicles are managed through Transolver Finance Establecimiento
Financiero de Credito S.A., a joint venture with the Santander Group (50% owned by CNH Industrial N.V. and
accounted for under the equity method) which offers retail and dealer financing services.
43
In Eastern Europe, financial services for customers of Commercial Vehicles are managed by fully consolidated
captive financial services companies.
In Brazil, our captive financial services company, Banco CNH Industrial Capital S.A. (“Banco CNH Capital”),
offers both dealer and customer financing for customers of Agricultural Equipment, Construction Equipment
and Commercial Vehicles. For customer financing, Banco CNH Capital mainly serves as intermediary for funding
provided by BNDES, a federally-owned financial institution linked to the Brazilian Ministry of Development,
Industry and Foreign Trade. Vendor programs offered jointly with banking partners are also in place.
In Australia, Agricultural Equipment, Construction Equipment and Commercial Vehicles offer dealer and end-
customer financing through a captive financial services company.
In China, financial services are provided through various vendor programs.
Customer Financing
Financial Services has certain retail underwriting and portfolio management policies and procedures that are
specific to Agricultural Equipment, Construction Equipment and Commercial Vehicles. This distinction allows the
Financial Services segment to reduce risk by deploying industry-specific expertise in each of these businesses. We
provide retail financial products primarily through our dealers, who are trained in the use of the various financial
products. Dedicated credit analysis teams perform retail credit underwriting. The terms for financing equipment
and vehicle retail sales typically provide for retention of a security interest in the equipment or vehicles financed.
Financial Services’ guidelines for minimum down payments for equipment and vehicles generally range from 5% to
30% of the actual sales price, depending on equipment types, repayment terms and customer credit quality. Finance
charges are sometimes waived for specified periods or reduced on certain equipment sold or leased in advance of
the season of use or in connection with other sales promotions. Financial Services generally receives compensation
from Agricultural Equipment, Construction Equipment or Commercial Vehicles equal to a competitive interest
rate for periods during which finance charges are waived or reduced on the retail notes or leases. The cost is
accounted for as a deduction in arriving at net sales for the applicable segment.
Dealer Financing
Financial Services provides wholesale floor plan financing for nearly all of our dealers, which allows them to acquire
and maintain a representative inventory of products. Financial Services also provides some working capital and
real estate loans on a limited basis. For floor plan financing, Financial Services generally provides a fixed period of
“interest free” financing to the dealers. This practice helps to level fluctuations in factory demand and provides a
buffer from the impact of sales seasonality. After the “interest-free” period, if the equipment or vehicles remain
in dealer inventory, the dealer pays interest costs. Financial Services generally receives compensation from the
applicable Industrial Activities business equal to a competitive interest rate for the “interest-free” period.
A wholesale underwriting group reviews dealer financial information and payment performance to establish credit
lines for each dealer. In setting these credit lines, Financial Services seeks to meet the reasonable requirements
of each dealer while managing its exposure to any one dealer. The credit lines are secured by the equipment or
vehicles financed. Dealer credit agreements generally include a requirement to repay the particular loan at the
time of the retail sale. Financial Services employees or third party contractors conduct periodic stock audits at each
dealership to confirm that the financed equipment or vehicle is still in inventory. These audits are unannounced
and the frequency of these audits varies by dealer and depends on the dealer’s financial strength, payment history
and prior performance.
Sources of Funding
The long-term profitability of Financial Services’ activities largely depends on the cyclical nature of the industries in
which we operate, interest rate volatility and the ability to access funding on competitive terms. Financial Services
funds its operations and lending activity through a combination of term receivable securitizations, committed
asset-backed and unsecured facilities, secured and unsecured borrowings, affiliated financing and retained earnings.
We will continue to evaluate alternative funding sources to help ensure that Financial Services maintains access to
capital on favorable terms in support of its business, including through new funding arrangements, joint venture
opportunities, vendor programs or a combination of the foregoing.
44 REPORT ON BUSINESS
OPERATIONS OVERVIEW
Financial Services has periodically accessed the public financial markets and ABS markets in the United States,
Canada and Australia, as part of its wholesale and retail financing programs when those markets offer funding
opportunities on competitive terms. Financial Services’ ability to access these markets will depend, in part, upon
general economic conditions, legislative changes and the segment’s financial condition and portfolio performance.
These factors can be negatively affected by cyclical swings in the industries in which we operate.
Competition
The financial services industry is highly competitive. Financial Services competes primarily with banks, finance
companies and other financial institutions. Typically, this competition is based upon the financial products and
services offered, customer service, financial terms and interest rates charged. Financial Services’ ability to compete
successfully depends upon, among other things, the availability and competitiveness of funding resources, the
development of competitive financial products and services, and licensing or other governmental regulations.
LEGAL PROCEEDINGS
As a global company with a diverse business portfolio, we are exposed to numerous legal risks, including dealer
and supplier litigation, intellectual property right disputes, product warranty and defective product claims, product
performance, asbestos, personal injury, emissions and/or fuel economy and contractual issues and environmental
claims that arise in the ordinary course of our business. The most significant of these matters are described in Note 30
“Commitments and contingencies” to the Consolidated Financial Statements for the year ended December 31, 2015.
The outcome of any current or future proceedings cannot be predicted with certainty. It is therefore possible that
legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers’ compensation
payments and could affect our financial position and results of operations.
Although the ultimate outcome of legal matters pending against us and our subsidiaries cannot be predicted,
management believes the reasonable possible range of losses for these unresolved legal actions in addition to the
amounts accrued would not have a material effect on our Consolidated Financial Statements.
Starting January 2011, Iveco S.p.A., our wholly-owned subsidiary, and certain of its competitors have been subject
to an investigation being conducted by the European Commission (the “Commission”) into certain business
practices of the leading manufacturers of trucks and commercial vehicles in the European Union in relation to
possible anti-competitive behavior.
On November 20, 2014, we received a Statement of Objections from the Commission alleging that Iveco S.p.A.
and other companies in the heavy and medium truck industry had breached EU antitrust rules. The Commission
indicated that it would seek to impose significant fines on the manufacturers. The Statement of Objections is a
formal step in the Commission’s investigative process and details the Commission’s preliminary view of the conduct
of the companies involved.
The Statement of Objections is not a final decision and, as such, it does not prejudice the final outcome of the
proceedings. Under the applicable procedural rules, the Commission will review the manufacturers’ responses
before issuing a decision and any decision would be subject to further appeals.
We are evaluating the Statement of Objections and the documents on the Commission’s case file, and intend
to issue our response to the Commission in due course and to avail ourselves of any opportunity allowed by
the procedure to clarify our position in this matter. Given the numerous uncertainties in the next stages of the
investigation, we are unable to predict the outcome or to estimate any potential fine at this time.
INSURANCE
We maintain insurance with third party insurers to cover various risks arising from our business activities including,
but not limited to, risk of loss or damage to our assets or facilities, business interruption losses, general liability,
automobile liability, product liability and directors and officers liability insurance. We believe that we maintain
insurance coverage that is customary in our industry. We use a broker that is a subsidiary of FCA to place a portion
of our insurance coverage.
45
Approximate
Covered Area
Location Primary Functions (Sqm/000)
Italy
S. Mauro Excavators; R&D center 57
Modena Components (Agricultural Equipment and Construction Equipment) 102
S. Matteo R&D center (Agricultural Equipment) 51
Jesi Tractors 77
Lecce Construction Equipment; R&D center 130
Piacenza Quarry and construction vehicles; R&D center 63
Brescia Medium vehicles, cabs, chassis; R&D center 275
Suzzara Light vehicles; R&D center 185
Brescia Firefighting vehicles; R&D center 28
Bolzano Defense vehicles; R&D center 81
Pregnana Milanese Diesel engines 31
Torino R&D center (Commercial Vehicles) 100
Torino R&D center (Powertrain) 28
Torino Diesel engines 142
Torino Transmissions and axles 239
Foggia Diesel engines; drive shafts 151
United States
New Holland Agricultural Equipment; R&D center 104
Grand Island Agricultural Equipment, tractors and combines 128
Benson Sprayers, cotton pickers; R&D center 41
Burlington Backhoe loaders, forklift trucks; R&D center 91
Fargo Tractors, wheeled loaders; R&D center 88
Goodfield Soil management equipment; R&D center 39
Racine Tractors, transmissions 105
Mt. Joy R&D center (Agricultural Equipment) 11
Wichita Skid steer loaders; R&D center 46
Burr Ridge (Hinsdale) R&D center (Agricultural Equipment, Construction Equipment and Diesel engines) 43
St. Nazianz Sprayers 24
France
Coex Grape Harvesters; R&D center 26
Croix Cabins (Agricultural Equipment) 12
Tracy-Le-Mont Hydraulic cylinders (Agricultural Equipment and Construction Equipment) 16
Annonay Buses; R&D center 137
Venissieux R&D center (Commercial Vehicles) 11
Rorthais Buses; R&D center 29
Fourchambault Engines 22
Bourbon Lancy Diesel engines; R&D center 102
Fecamp Diesel engines 25
46 REPORT ON BUSINESS
OPERATIONS OVERVIEW
Approximate
Covered Area
Location Primary Functions (Sqm/000)
Brazil
Belo Horizonte Construction Equipment; R&D center 70
Curitiba Combines and tractors; R&D center 103
Piracicaba Sugar cane harvesters; R&D center 12
Sorocaba Crawler loaders, backhoe loaders, excavators, Agricultural Equipment; R&D Center 160
Sete Lagoas Heavy and light vehicles, defense vehicles; R&D center 119
Sete Lagoas Engines; R&D center 14
Germany
Berlin (*) Construction Equipment; R&D center 59
Ulm Firefighting vehicles; R&D center 35
Ulm R&D center (Commercial Vehicles) 144
China
Harbin Combines, tractors, balers; R&D center 250
Chongqing Diesel Engine; R&D centers 76
Foshan Sugar cane harvesters 11
Urumqi Cotton pickers 11
Argentina
Cordoba Diesel engines 20
Ferreira Trucks and buses 44
Cordoba Agricultural Equipment, tractors and combines 30
Belgium
Antwerp Components (Agricultural Equipment) 79
Zedelgem Tractors and combines, Agricultural Equipment; R&D center 159
Spain
Madrid Heavy vehicles; R&D center 134
Valladolid Light vehicles 74
India
Pithampur Backhoe loaders, earth compactors 29
Noida Tractors; R&D center 82
Others
Basildon (U.K.) Tractors; R&D center 129
Plock (Poland) Combines; R&D center 95
Saskatoon (Canada) Agricultural Equipment (sprayers, seeders); R&D Center 61
Dandenong (Australia) Trucks; R&D center 42
St. Valentin (Austria) Tractors; R&D center 56
Vysoke Myto (Czech Republic) Buses; R&D center 122
Queretaro (Mexico) Components (Agricultural Equipment and Construction Equipment) 15
Naberezhnye Chelny (Russia) Agricultural Equipment 50
La Victoria (Venezuela) Assembly of light and heavy vehicles and buses 56
Rosslyn (South Africa) Trucks and buses 55
Arbon (Switzerland) R&D (Powertrain) 6
One of the main features of WCM is the way it incentivizes employees to engage and take responsibility, contributing
directly to process optimization through a consistent system for collecting suggestions. This allows individuals to
acquire and develop skills and good practices that are then shared across plants, forming a network of expertise
and knowledge at the service of the Group. In 2015, about 422 thousand suggestions were collected across the
plants where WCM principles are applied, with an average of 11.5 per employee. The projects implemented in
2015 within WCM generated savings of $174.4 million.
Each pillar involves a seven-step approach and auditing process, culminating in several awards (bronze, silver, gold, and
world class). In December 2015, 54 plants were participating in the program, involving 83% of Group’s plants and 98% of
revenues from sales of products manufactured in Group’s plants; 21 of them received bronze awards and 10 received silver
awards (Bourbon-Lancy, Brescia, Contagem, Foggia, Madrid, Sankt Valentin, Saskatoon, Suzzara, Torino - transmissions and
axles - and Valladolid).
2018 Target
Environmental and energy performance(1) (vs. 2014) (%) 2015/2014 (%) 2015 2014(2)
Energy consumption (GJ per hour of production) -6.5 -1.9 0.1206 0.1229
CO2 emissions (tons per hour of production) -7.5 -3.8 0.0076 0.0079
Electric energy consumption from renewable sources (%) (3)
0.6 47.8 47.5
VOC emissions (g/m2) -7 -4.5 41.4 43.4
Water withdrawals (m3 per hour of production) -3 7.6 0.106 0.098
Hazardous waste generation (kg per hour of production) -9 -7.4 0.37 0.40
(1) Environmental performance relates to 57 fully consolidated plants, representing 99% of revenues from sales of products manufactured in Group’s
plants. Energy performance relates to 55 fully consolidated plants, representing 97% of revenues from sales of products manufactured in Group’s
plants.
CO2 emissions were calculated according to GHG Protocol standards, implemented through CNH Industrial guidelines, whereas the indirect
emissions associated with energy production emission factors were calculated as per the standards published in November 2015 by the International
Energy Agency.
The hours of production refer to the number of manufacturing hours, defined as hours of presence of hourly employees within the manufacturing
scope required to manufacture a product
(2) Figures have been recast following the adoption of a new definition of hours of production.
(3) 50% of electric energy consumption derived from renewable sources by 2020.
48 REPORT ON BUSINESS
OPERATIONS OVERVIEW
CNH Industrial’s expenditure on environmental protection measures totaled approximately $37 million in 2015 and
included: $26 million on waste disposal and emissions treatment and $11 million for prevention and environmental
management. Investment to improve energy performance represented 8% of the total energy expenditure and
led to a reduction of more than 290 thousand GJ in energy consumed for the year and 18 thousand tons of CO2.
Numerous initiatives were rolled out in 2015 to optimize environmental and energy management. A major
intervention to reduce environmental impact was undertaken at the plant in Suzzara (Italy). The production of
hazardous waste generated in the painting process was significantly reduced through two initiatives. The first
involved optimizing the system of feeding the product used to protect the vehicle’s underbody, which reduced
waste by about 16 tons and led to savings of more than $22 thousand per year. The second involved modifying
the system for storing the big bags used to hold paint sludge, leading to improved filtration, thus reducing waste
by about 15 tons and saving about $22 thousand per year. As regards energy management, in 2015, the plant
in Valladolid (Spain) undertook several initiatives aimed at recovering heat energy from the painting process.
During the first phase of the project, three air-to-water heat exchangers were installed for the three paint oven
afterburners: this allows heat to be recovered from the process, which otherwise would be dispersed into the
atmosphere, as well as the complete shutdown of the boiler, needed to heat the paint tanks, during oven switch-
on. During the second phase of the project, implemented in 2015, an absorption chiller was installed, able to
recover the remaining excess heat from the heat exchangers to produce cold water for the cooling circuit for the
adjacent body assembly line. The annual savings of approximately $100 thousand from installing the chiller has
reduced the payback period to about two years, and reduced CO2 emissions by 230 tons per year.
SUPPLIERS
CNH Industrial adopts a responsible approach to the management of its supply chain, establishing relationships
that go beyond commercial transactions, fostering long-lasting and mutually satisfying collaborations with qualified
partners that share the Group’s principles. In 2015, CNH Industrial has adopted the Supplier Code of Conduct
(that replaces the Sustainability Guidelines for Suppliers) that provides the framework for responsible supply chain
management. In addition to compliance with local legislation, the Supplier Code of Conduct calls for observance
of human rights and working conditions, respect for the environment and business ethics. All suppliers carrying
on business with CNH Industrial are deemed to agree and accept the contents of the Supplier Code of Conduct
and such agreement and acceptance is evidenced by the supplier continuing to do business with CNH Industrial.
At December 31, 2015, CNH Industrial had approximately 5,380 global direct suppliers, focusing the relationships
on quality improvement, cost reduction, product innovation and production flexibility.
CNH Industrial’s standards of environmental and social responsibility have been fully integrated into its supply
chain management. Supplier selection is an operational phase of the procurement process and is regulated by
specific procedures. It is based not only on the quality and competitiveness of their products and services, but also
on their compliance with CNH Industrial’s social, ethical and environmental principles. The assessment process
is built on objective criteria and tools aimed at ensuring fairness and equal opportunities for all parties involved.
Furthermore, in order to assess whether suppliers meet the sustainability standards set by CNH Industrial and,
where necessary, take steps towards improvement and realignment, a monitoring process has been designed and
implemented. During the first step of the process, suppliers are requested to assess their policies and practices
on sustainability through a questionnaire, mainly focused on the following issues: human rights, environment,
compliance and ethics, diversity, health and safety. The questionnaires are analyzed and used to perform a risk
assessment, which allows identifying critical suppliers whose compliance with sustainability criteria requires
assessment, through follow-up on-site audits. The audits are performed at suppliers’ plants by either CNH Industrial
Supplier Quality Engineers (SQEs) or independent external auditors. In 2015, 323 suppliers were assessed through
the questionnaire and 65 audits were performed worldwide. The analysis of the results highlighted the widespread
implementation of sustainability initiatives, with a significant number of suppliers adopting their own social and
environmental systems, setting specific targets and drafting periodic reports. In some cases, corrective action plans
for areas in need of improvement were formulated in collaboration with suppliers; they are monitored via follow-
ups between supplier and auditor. The monitoring process is considered also a way to promote the continuous
improvement along the supply chain.
49
In line with previous years, several initiatives continued to promote the exchange of ideas and information, including
Technology Days (8 events organized in 2015) attended by approximately 600 people where suppliers that are
industry-leaders in innovation, technology and quality discussed specific topics and shared information on recent
technological developments. Moreover, Supplier Advisory Councils were organized in all the regions. The Councils
are intended to promote the exchange of information and opinions with leading suppliers that account for a
significant percentage of the value of annual purchases in each region and for each segment.
Other initiatives were in place to incentivize supplier innovation such as the Supplier Performance (Su.Per) program,
that encourages suppliers to be proactive by sharing the economic benefits generated by innovative methods and
technologies that they have proposed. In 2015, 2 suppliers benefited from this program and 3 supplier proposals
were implemented, generating economic benefits in favor of suppliers valued approximately $300 thousand.
Continuous improvement is also seen in World Class Manufacturing (WCM) Purchasing, which has continued
providing its advice to suppliers intending to implement the WCM system. During the year, WCM was implemented
at additional supplier plants, reaching a total of 154 supplier sites. This means they now apply what is considered
to be one of the world’s leading set of manufacturing standards.
In addition, another important supplier engagement activity carried out in 2015 concerning the mitigation of
environmental impacts was the CDP Supply Chain initiative. In keeping with the previous year, more than 150
suppliers were selected to fill out the CDP questionnaire, in order to get a clear picture of their strategies to tackle
climate change and of their current, or still to be implemented, initiatives to reduce CO2 emissions.
50 REPORT ON RESEARCH
OPERATIONS AND DEVELOPMENT
CNH Industrial considers participation in external working groups and research projects strategically important in developing know-how and
promoting the active exchange of ideas. In addition to long-standing collaborations with the University of Turin, Turin Polytechnic and Milan
Polytechnic in Italy, the CNH Industrial brands also work with approximately 40 other universities in North America (USA and Canada),
Europe (Italy, Spain, Germany and Belgium), Latin America (Brazil) and Asia (Australia) to further enhance their activities in innovation.
The following table shows the number of research and development scientific collaborations in which CNH Industrial was involved during
2015 and 2014:
(number) 2015 2014
Universities 43 41
Research Centers 23 9
Total 66 50
In 2015, our expenditure on research and development (including capitalized development costs and costs charged directly to operations
during the year) totaled $877 million, or 3.5% of net revenues from Industrial Activities.
Research and development activities involved approximately 6,000 employees at 50 sites around the world of which approximately 800
employees at 9 site in emerging countries(1).
The following table shows the our total research and development expenditures, including capitalized development costs and costs charged
directly to operations during the year, by segment for the years ended December 31, 2015 and 2014:
($ million) 2015 2014
Agricultural Equipment 395 519
Construction Equipment 93 130
Commercial Vehicles 285 350
Powertrain 104 123
Eliminations and Other - -
Total of Industrial Activities 877 1,122
Financial Services - -
Eliminations - -
Total for the Group 877 1,122
We own a significant number of patents, trade secrets, licenses and trademarks related to our products and services, and that number is
expected to grow as our research and development activities continue. At year end, we had 7,719 active patents, including 847 new patents
registered during the year (in addition to 3,519 applications pending). We file patent applications in Europe, the United States and around the
world to protect technology and improvements considered important to the business. Certain trademarks contribute to our identity and the
recognition of our products and services are an integral part of our business, and their loss could have a material adverse effect on us.
(1)
Emerging Markets are defined as low, lower-middle, or upper-middle income countries as per the 2015 World Bank list of economies.
HUMAN REPORT ON 51
RESOURCES OPERATIONS
HUMAN RESOURCES
EMPLOYEES
CNH Industrial’s business is, by its nature, labor intensive and this is reflected in the high number of hourly employees the Group employs. A
large number of hourly employees are based in European countries. In particular, 27% of our total employees are based in Italy.
The following tables show the breakdown of the number of employees by segment and by region at December 31, 2015 and 2014:
(number) 2015 2014
Agricultural Equipment 24,494 27,322
Construction Equipment 5,695 6,431
Commercial Vehicles 24,783 25,881
Powertrain 8,163 8,295
Other Activities 140 114
Total of Industrial Activities 63,275 68,043
Financial Services 1,116 1,164
Total 64,391 69,207
As of December 31, 2015, CNH Industrial had 64,391 employees, a decrease of 4,816 from the 69,207 figure at year-end 2014. The
change was mainly attributable to the difference between new hires (approximately 3,800) and departures (approximately 8,400) during
the year. A further reduction of approximately 200 employees was due to changes of the scope of the operations, which mainly included
approximately 300 employees as a consequence of the transfer of the Irisbus plant in Valle Ufita, Avellino (Italy), effective January 1,
2015, to an external entrepreneur in the framework of a transfer of undertaking, partially offset by insourcing of accounting activities
from FCA in EMEA and material handling activities in LATAM. Excluding the scope of the operations, the change compared to year-end
2014 is mainly attributable to: (i) the reduction in the manufacturing workforce, including actions put in place by CNH Industrial to
face the significant decrease in volumes for Agricultural Equipment (primarily in NAFTA and LATAM), and for Commercial Vehicles and
Construction Equipment (primarily in LATAM); (ii) reductions of salaried employees in selling, general and administrative costs and business
support costs in all regions, as a result of the transition to CNH Industrial’s regional structure; and (iii) the closure of Shanghai New Holland
Agricultural Machinery Corporation Limited, a 60% owned joint venture.
One of CNH Industrial’s key challenges is the need to grow and adapt to a constantly changing environment. The Group realizes that the
nature of today’s socio-economic context calls for leaders with the ability to evolve. A solid people management process is the key to
success, as it includes employees in the Group’s business goals, takes advantage of employee talent and fuels workforce motivation. CNH
Industrial is committed to supporting its employees with development opportunities and recognizing and rewarding their achievements and
contribution to business results. In 2015 CNH Industrial spent more than $4.5 million on employee training.
As stated in CNH Industrial’s Code of Conduct, occupational health and safety is an employee’s fundamental right and a key part of CNH
Industrial’s sustainability model. Safety management engages all employees in creating a culture of accident prevention and risk awareness,
sharing common occupational health and safety ethical principles to achieve improvement targets. One of the initiatives developed by
CNH Industrial is an effective health and safety management system which conforms to OHSAS 18001 standards. As demonstration of
its commitment in this area, 55 plants around the world are OHSAS 18001 certified. In 2015, approximately $84 million was spent on
improving health and safety protection. The investments in health and safety allowed saving on the insurance premiums paid to the Italian
National Institute for Insurance against Accidents at Work (INAIL) for a total of over $6.4 million in 2015. To achieve the challenging targets
that the Group has set, all employees are involved in informational activities and in classrooms and hands-on training consistent with their
roles and responsibilities. CNH Industrial provided approximately 214,000 hours of training on occupational health and safety in 2015. More
than 38,000 employees were engaged in training on the job activities on occupational health and safety, 80% of whom were hourly. Owing
to the Group’s many initiatives, the overall frequency rate in 2015 was 0.23 injuries per 100,000 hours worked, a 9% drop compared to
the previous year.
52 REPORT ON HUMAN
OPERATIONS RESOURCES
COLLECTIVE BARGAINING
In the United States, unions represent a small portion of our production and maintenance employees. The
collective bargaining agreement with the United Automobile, Aerospace and Agricultural Implement Workers of
America, which represents approximately 1,000 of the hourly production and maintenance employees, continues
through April 2016. Our contract with the International Association of Machinists and Aerospace Workers, which
represents approximately 430 of our employees in Fargo, North Dakota, expires in April 2018.
In Europe, most employees are covered by collective labor agreements (“CLAs”) stipulated either by a CNH
Industrial subsidiary or by the employer association for the specific industry to which the CNH Industrial subsidiary
belongs.
In 2015, in Italy, we renewed the CLA covering all CNH Industrial employees, excluding managers (approximately
17,300 employees). The Italy CLA covers pay and employment conditions in Italy and provides our Italian employees
with a bonus opportunity tied to the achievement of productivity, quality and profitability targets within the
Company’s strategic business plan. The Italy CLA will expire at the end of 2018.
53
54 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS
OPERATING RESULTS
Basis of analysis
The following table provides the consolidated income statement and a breakdown of Group results between Industrial Activities and Financial
Services. Industrial Activities represent the activities carried out by the four industrial segments Agricultural Equipment, Construction
Equipment, Commercial Vehicles, and Powertrain, as well as Corporate functions.
The segmentation between Industrial Activities and Financial Services represents a sub-consolidation prepared on the basis of the core
activities of each Group subsidiary.
Investments held by subsidiaries belonging to one segment in subsidiaries included in the other segment are accounted for under the equity
method and are classified in the income statement under result from intersegment investments.
The parent company, CNH Industrial N.V., is included under Industrial Activities.
The sub-consolidation of Industrial Activities also includes subsidiaries that provide centralized treasury services (i.e., raising funding in the
market and financing Group subsidiaries). The activities of the treasury subsidiaries do not include the offer of financing to third parties.
Results of Operations
2015 2014
Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
Net revenues 26,378 24,903 1,932 32,957 31,408 2,086
Cost of sales 21,659 20,867 1,249 26,841 26,051 1,327
Selling, general and administrative costs 2,188 2,020 168 2,753 2,548 205
Research and development costs 905 905 - 878 878 -
Other income/(expenses) (83) (75) (8) (86) (64) (22)
TRADING PROFIT/(LOSS) 1,543 1,036 507 2,399 1,867 532
Gains/(losses) on disposal of investments - - - - - -
Restructuring costs 79 77 2 192 192 -
Other unusual income/(expenses) (48) (48) - (40) (40) -
OPERATING PROFIT/(LOSS) 1,416 911 505 2,167 1,635 532
Financial income/(expenses) (805) (805) - (776) (776) -
Result from investments (*) 48 27 21 91 73 18
PROFIT/(LOSS) BEFORE TAXES 659 133 526 1,482 932 550
Income taxes 425 269 156 566 378 188
PROFIT/(LOSS) 234 (136) 370 916 554 362
Result from intersegment investments - 370 - - 362 2
PROFIT/(LOSS) 234 234 370 916 916 364
(*) Includes income from investments as well as impairment (losses)/reversals on non-intersegment investments accounted for under the equity method.
Net revenues
We recorded net revenues of $26,378 million in 2015, a decrease of 20.0% (down 8.9% on a constant currency basis) compared to 2014. This
decrease is primarily due to a reduction in net revenues of Industrial Activities, which were $24,903 million in 2015, a decrease of 20.7%
(down 9.4% on a constant currency basis) compared to the prior year.
Cost of sales
Cost of sales were $21,659 million in 2015 compared with $26,841 million in 2014, a decrease year over year due to lower sales volumes of
Industrial Activities. As a percentage of net revenue, cost of sales was 82.1% and 81.4% in the years ended December 31, 2015 and 2014,
respectively.
56 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS
Trading profit/(loss)
Group trading profit was $1,543 million in 2015 (5.8% of net revenues). Trading profit decreased $856 million compared to a trading profit of
$2,399 million in 2014 (7.3% of net revenues).
Restructuring costs
In 2015, restructuring costs were $79 million in 2015 compared to $192 million in 2014. The cost in both periods was due to actions included in
the Company’s efficiency program launched in 2014 for which we now expect a total cumulative charge of approximately $360 million between
2014 and 2016, as additional restructuring actions have been identified. The combined benefits of the efficiency program’s actions will result
in estimated savings of approximately $200 million per year.
Operating profit/(loss)
We recorded an operating profit of $1,416 million in 2015 (5.4% of net revenues), a $751 million decrease compared to $2,167 million in 2014
(6.6% of net revenues).
Financial income/(expenses)
Net financial expenses were $805 million in 2015, an increase of $29 million from $776 million in 2014. The increase was primarily due to the
higher foreign exchange losses, including the pre-tax charge of $150 million incurred in 2015 (pre-tax charge of $71 million in 2014) related to
the re-measurement of the net monetary assets of the Venezuelan operations, as well as a pre-tax charge of $40 million due to the devaluation
of net monetary assets of Argentinian subsidiaries. Excluding total foreign exchange losses in both years, net financial expenses decreased by
$132 million or 20% in 2015 compared to 2014, primarily due to reduced average indebtedness and lower cost of funding.
Income Taxes
($ million) 2015 2014
Profit/Loss before taxes 659 1,482
Income taxes 425 566
Effective tax rate 64.5% 38.2%
Income taxes totaled $425 million in 2015 ($566 million in 2014) for an effective tax rate of 64.5%. Excluding the impact of the pre-tax charge
relating to the re-measurement of the net monetary assets of the Venezuelan operations, for which no corresponding tax benefit has been
booked, and the impact of the inability to record deferred tax assets on losses in certain jurisdictions, primarily in Brazil, the effective tax rate
for 2015 would have been 40%.
57
Profit/(loss)
Net profit was $234 million in 2015, compared to $916 million in 2014. Profit attributable to owners of the parent was $236 million, compared
to $917 million in 2014.
Revenues:
($ million) 2015 2014 Change % change
Agricultural Equipment 11,025 15,204 -4,179 -27.5
Construction Equipment 2,542 3,346 -804 -24.0
Commercial Vehicles 9,759 11,087 -1,328 -12.0
Powertrain 3,569 4,475 -906 -20.2
Eliminations and Other (1,992) (2,704) - -
Total of Industrial Activities 24,903 31,408 -6,505 -20.7
Financial Services 1,932 2,086 -154 -7.4
Eliminations (457) (537) - -
Total for the Group 26,378 32,957 -6,579 -20.0
Trading profit/(loss):
($ million) 2015 2014 Change % change
Agricultural Equipment 702 1,689 -987 -58.4
Construction Equipment 25 66 -41 -62.1
Commercial Vehicles 211 2 209 10,450.0
Powertrain 178 220 -42 -19.1
Eliminations and Other (80) (110) 30 27.3
Total of Industrial Activities 1,036 1,867 -831 -44.5
Financial Services 507 532 -25 -4.7
Total for the Group 1,543 2,399 -856 -35.7
Trading margin (%) 5.8 7.3 -1.5 p.p.
Net revenues of Industrial Activities were $24,903 million in 2015, a 20.7% decrease (down 9.4% on a constant currency basis) as compared
to the prior year. Excluding the negative impact of currency translation, net revenues increased for Commercial Vehicles, but decreased for
Agricultural Equipment, Construction Equipment and Powertrain.
Trading profit of Industrial Activities was $1,036 million in 2015, a decrease of $831 million compared to 2014, with a trading margin for the
year of 4.2%, down 1.7 percentage points (“p.p.”) from the prior year. Trading profit was primarily impacted by a $987 million decrease for
Agricultural Equipment, partially offset by a $209 million increase for Commercial Vehicles.
Net revenues for Agricultural Equipment were $11,025 million in 2015, a 27.5% decrease (down 19.6% on a constant currency basis) compared
to 2014. The decrease was primarily driven by declining volumes in NAFTA and LATAM row crop sectors.
For the full year 2015, worldwide agricultural equipment industry unit sales were down compared to 2014, with global demand for tractors and
combines down 8% and 19%, respectively. Industry volumes in the NAFTA row crop sector were down, with tractors over 140 hp down 31%
and combines down 28%. The NAFTA tractor under 40 hp segment was up 6%, while the 40-140 hp segment was down 3%. EMEA markets
were down 7% for tractors and 7% for combines. LATAM tractor sales decreased 27%, and combine sales decreased 39%. APAC markets
decreased 9% for tractors and 4% for combines.
For 2015, Agricultural Equipment’s worldwide market share performance was flat to the prior year for both tractors and combines. In an effort
to reduce dealer inventory levels, the Company’s wholesales to dealers were less than dealer retail sales to end customers.
Trading profit/(loss)
Agricultural Equipment trading profit was $702 million in 2015, compared to $1,689 million in 2014, with a trading margin of 6.4%, (11.1% in
2014). The decrease was primarily driven by reduced industry volumes in the NAFTA and LATAM row crop sectors and by foreign exchange
translation impact, partially offset by net price realization, lower raw material cost and structural cost reductions.
Construction Equipment
Net revenues
The following table shows Construction Equipment revenues broken down by geographic region in 2015 compared to 2014:
Net revenues for Construction Equipment were $2,542 million in 2015, a 24.0% decrease (down 18.3% on a constant currency basis)
compared to 2014, due to reduced industry demand, primarily in LATAM and APAC.
In 2015, worldwide construction equipment industry units for heavy and light products were down 18% and 4%, respectively, compared to
2014. Decreased industry volumes in LATAM and APAC were partially offset by moderate growth in NAFTA. Demand for heavy and light
construction equipment was flat in EMEA.
Construction Equipment’s worldwide market share was flat overall year over year, with a decrease in LATAM and NAFTA, offset by an increase
in market share in APAC and EMEA. The sales product mix trended toward more lower-priced products when compared to the prior year.
Trading profit/(loss)
Construction Equipment reported a trading profit of $25 million, a $41 million decrease compared to 2014, with a trading margin of 1.0% (2%
in 2014). The decrease was due to the negative impact of lower volumes in LATAM and APAC and higher R&D costs, partially offset by net
price realization and structural cost containment actions.
Commercial Vehicles
Net revenues
The following table shows Commercial Vehicles revenues broken down by geographic region in 2015 compared to 2014:
Commercial Vehicles net revenues were $9,759 million in 2015, a 12.0% decrease compared to 2014 (up 4.9% on a constant currency basis) as
a result of increased deliveries in EMEA. Excluding the impact of currency translation, EMEA net revenues increased, driven by higher volumes,
improved market share and favorable pricing. In LATAM, net revenues decreased mainly due to declining volume in the Brazilian market.
In 2015, the European truck market (GVW ≥3.5 tons) grew by 16% compared to 2014. The light vehicles market (GVW 3.5-6.0 tons) increased
16%, while the medium vehicles market (GVW 6.1-15.9 tons) and the heavy vehicles market (GVW ≥16 tons) grew by 5% and 19%, respectively.
In LATAM, new truck registrations (GVW ≥3.5 tons) declined 40% compared to 2014, with a decrease of 47% in Brazil and 42% in Venezuela,
while Argentina increased 5%. In APAC, new truck registrations decreased 10% compared with 2014.
CNH Industrial’s estimated market share in the European truck market (GVW ≥3.5 tons) was 11.3%, up 0.4 p.p. year over year. The Group’s
market share increased by 0.6 p.p. to 11.3% in the light segment, by 1.4 p.p. to 30.6% in the medium segment and by 0.3 p.p. to 7.9% in the
heavy segment. In LATAM, in 2015, CNH Industrial’s market share increased 2.4 p.p. to 12.4%.
During 2015, Commercial Vehicles delivered approximately 140,200 vehicles (including buses and specialty vehicles), representing a 9% increase from
2014. Volumes were higher in the light segment (+13%), as a result of the launch of the new Daily, and in the heavy segment (+9%), while volumes
declined in the medium segment (-1%). Commercial Vehicles’ deliveries increased 18% in EMEA, but declined 21% in LATAM and 15% in APAC.
Commercial Vehicles’ 2015 ratio of units shipped and billed, or book-to-bill ratio, was 1.03, an increase of 5% over 2014. In 2015, truck order
intake in Europe increased 29% compared to previous year.
Trading profit/(loss)
In 2015, Commercial Vehicles recorded a trading profit of $211 million, compared to $2 million in 2014, with a trading margin of 2.2% (0.0%
in 2014). The increase was due to higher volumes in EMEA, positive pricing, manufacturing efficiencies and SG&A cost reduction as a result of
the Company’s efficiency program launched in 2014. In LATAM, positive pricing, as well as manufacturing and SG&A cost containment actions
offset a large portion of the lower volumes in Brazil.
Powertrain
Net revenues
Powertrain net revenues were $3,569 million in 2015, a decrease of 20.2% (down 5.1% on a constant currency basis) compared to 2014. The
decrease was primarily attributable to lower captive agricultural equipment demand and the 2014 build-up of Tier 4 final transition engine
inventory for the off-road segment. Sales to external customers accounted for 46% of total net revenues in 2015, up from 41% in 2014.
During 2015, Powertrain sold 507,700 engines, a decrease of 13% compared to 2014. By major customer, 31% of engines were supplied to
Commercial Vehicles, 10% to Agricultural Equipment, 4% to Construction Equipment and the remaining 55% to external customers (units sold
to third parties were up 2% compared to 2014). Additionally, Powertrain delivered approximately 67,800 transmissions and 182,000 axles, an
increase of 6% and 16%, respectively, compared to 2014.
60 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS
Trading profit/(loss)
For 2015, Powertrain recorded a trading profit of $178 million compared to $220 million in 2014, with a trading margin of 5.0% (4.9% in 2014).
The decrease was mainly due to lower volumes, partially offset by manufacturing efficiencies, SG&A cost reductions.
Trading profit/(loss)
For 2015, Financial Services recorded a trading profit of $507 million, compared to $532 million in 2014. The decrease was mainly attributable
to lower provisions for credit losses and SG&A costs more than offset by the negative impact of currency translation.
Net income/(loss)
In the full year, net income was $370 million, compared to $364 million in 2014. Lower provisions for credit losses, less SG&A costs and reduced
income taxes were partially offset by the negative impact of currency translation.
Retail loan originations in the year were $9.4 billion, down $1.4 billion compared to 2014, mostly due to the decline in Agricultural Equipment
sales in NAFTA and the negative impact of currency translation in EMEA and LATAM. The managed portfolio (including unconsolidated joint
ventures) of $24.7 billion (of which retail was 65% and wholesale 35%) was down $2.6 billion compared to December 31, 2014. Excluding the
impact of currency translation, our managed portfolio was flat compared to 2014.
61
Working Capital
($ million) At December 31, 2015 At December 31, 2014 Change
Inventories (a) 5,517 6,857 (1,340)
Trade receivables 580 1,054 (474)
Trade payables (5,342) (5,982) 640
Net current taxes receivable/(payable) & other current receivables/(payables) (b) (498) (441) (57)
Working capital 257 1,488 (1,231)
(a) Inventories are reported net of vehicles held for sale by Commercial Vehicles that have been bought back (under buy-back commitments) or returned following expiry of a lease
agreement.
(b) Other current payables, included under Net current taxes receivable/(payable) & other current receivables/(payables), are stated net of amounts due to customers in relation to vehicles
sold under buy-back commitments, which consist of the repurchase amount payable at the end of the lease period, together with the value of any lease installments received in advance.
The value at the beginning of the contract period, equivalent to the difference between the sale price and the repurchase amount, is recognized on a straight-line basis over the contract
period.
62 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS
(a) Cash generated from the sale of vehicles under buy-back commitments, net of amounts included in profit/(loss), are recognized under operating activities in a single line item, which
includes changes in working capital, capital expenditure, depreciation and impairment losses. The item also includes gains and losses arising from the sale of vehicles subject to buy-back
commitments before the end of the agreement and without repossession of the vehicle.
(b) Cash from operating lease is recognized under operating activities in a single line item, which includes capital expenditure, depreciation, write-downs and changes in inventory.
63
We incurred these capital expenditures in the regions in which we operate principally related to initiatives to introduce new products, enhance
manufacturing efficiency and increase capacity, and for maintenance and engineering. The decrease in capital expenditures in 2015 from 2014
is primarily related to the investment cycles of our products and reductions in discretionary spending.
Capital Resources
The cash flows, funding requirements and liquidity of our companies are managed on a standard and centralized basis. This centralized system
is designed to optimize the efficiency and effectiveness of our management of capital resources.
Our subsidiaries participate in a company-wide cash management system, which we operate in a number of jurisdictions. Under this system,
the cash balances of all our subsidiaries are aggregated at the end of each business day to central pooling accounts. The centralized treasury
management offers professional financial and systems expertise in managing these accounts, as well as providing related services and consulting
to our business segments.
In the continuing environment of uncertainty in the financial markets, our policy is to keep a high degree of flexibility with our funding and
investment options in order to maintain our desired level of liquidity. In managing our liquidity requirements, we are pursuing a financing
strategy that includes open access to a variety of financing sources, including capital markets, bank credit lines and ABS transactions.
A summary of our strategy is set forth below:
To fund Industrial Activities’ short-term financing requirements and to ensure near-term liquidity, Industrial Activities will continue to sell
certain of its receivables to Financial Services and rely on internal cash flows including managing working capital. We will also supplement
our short-term financing by drawing on existing or new credit lines with banks.
To the extent funding needs of Industrial Activities are determined to be of a longer-term nature, we may access public debt markets as well
as private investors and banks, as appropriate, to refinance borrowings and replenish our liquidity.
Financial Services’ funding strategy is to maintain a sufficient level of liquidity and flexible access to a wide variety of financial instruments.
We expect securitizations, intersegment borrowings and sale of receivables (factoring) to continue to represent a substantial portion of our
capital structure. However, we will continue to diversify our funding sources and expand our investor base within Financial Services to create
a stand-alone funding profile and support the target of investment grade credit ratings. We will continue to look at the public ABS market
as an important source of funding in North America and Australia. In addition to our current funding and liquidity sources, which include
a combination of term receivables, securitizations, committed asset-backed facilities, and unsecured and secured borrowings, we expect
changes to our funding profile as costs and terms of accessing the unsecured term market are favorable. In addition to offering unsecured
notes and accessing unsecured committed bank facilities, Financial Services will continue to evaluate financing alternatives to further diversify
its funding base.
On a global level, we will continue to evaluate alternatives to ensure that Financial Services has access to capital on favorable terms to support
its business, including agreements with global or regional partners, new funding arrangements or a combination of the foregoing. Our access
to external sources of financing, as well as the cost of financing, is dependent on various factors, including our credit ratings. Currently, we are
rated below investment grade, with long-term corporate credit ratings of “BB+” (with a stable outlook) and a short-term rating of “B” from
S&P, and a “Ba1” corporate family rating with a stable outlook from Moody’s. A credit rating is not a recommendation to buy, sell or hold
securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated
independently of any other rating. A deterioration in our ratings could impair our ability to obtain debt financing and would increase the cost
of such financing. Ratings are influenced by a number of factors, including, among others: financial leverage on an absolute basis or relative
to peers, the composition of the balance sheet and/or capital structure, material changes in earnings trends and volatility, ability to dividend
monies from subsidiaries and our competitive position. Material deterioration in any one, or a combination, of these factors could result in a
downgrade of our ratings, thus increasing the cost, and limiting the availability, of financing.
Consolidated Debt
As of December 31, 2015, and 2014, our consolidated Debt was as detailed in the table below:
We believe that Net Debt, defined as debt plus other financial liabilities, net of cash, cash equivalents, current securities and other financial
assets (all as recorded in the consolidated statement of financial position) is a useful analytical tool for measuring our effective borrowing
requirements. This non-GAAP financial measure should neither be considered as a substitute for, nor superior to, measures of financial
performance prepared in accordance with EU-IFRS. In addition, this non-GAAP financial measure may not be computed in the same manner
as similarly titled measures used by other companies.
The calculation of Net Debt as of December 31, 2015 and 2014 and the reconciliation of Net Debt to Debt, the EU-IFRS financial measure
that we believe to be most directly comparable, are shown below:
65
(1) As a result of the role played by the central treasury, debt for Industrial Activities also includes funding raised by the central treasury on behalf of Financial Services (included under
intersegment financial receivables). Intersegment financial receivables for Financial Services, on the other hand, represent loans or advances to Industrial Activities – for receivables sold
to Financial Services that do not meet the derecognition requirements – as well as cash deposited temporarily with the central treasury. The net intersegment receivable/payable balance
owed by Financial Services to Industrial Activities was $1,003 million and $3,344 million as of December 31, 2015 and 2014, respectively.
(2) Other financial liabilities and other financial assets include, respectively, the negative and positive fair values of derivative financial instruments.
The decrease in the Net Debt position from December 31, 2014 to December 31, 2015 primarily reflects the positive impact of currency
translation on our euro denominated indebtedness and a reduction in working capital in Industrial Activities, mainly due to a decrease in
inventory in Agricultural Equipment, as a result of lower industry demand, especially in the NAFTA row crop sector, which led to lower
production levels. Additionally, trade receivables decreased primarily due to lower volumes and the recurring sales of receivables to Financial
Services. Moreover, trade payables decreased as a result of lower productions levels in Agricultural Equipment, partially offset by an increase
in Commercial Vehicles’ production volumes. The decrease in Net Debt position also reflects a reduction in the lending portfolio of Financial
Services, primarily due to lower levels of financing for Agricultural Equipment.
The following table shows the change in Net Debt of Industrial Activities for 2015 and 2014:
(*) Excludes assets sold under buy-back commitments and assets under operating lease.
(**) Includes the negative impact of the $133 million re-measurement of the cash and cash equivalents of the Venezuelan subsidiary in the third quarter of 2015.
At December 31, 2015, we had an aggregate amount of $8,430 million in bonds outstanding.
Global Medium Term Note (GMTN) Program. We have a global medium-term note program allowing for the placement of debt securities which
was established in February 2011 and has a total authorized amount of €10 billion ($11 billion). At December 31, 2015, €3.0 billion ($3.3 billion)
was outstanding under the program, all such debt having been issued by CNH Industrial Finance Europe S.A. and guaranteed by CNH Industrial
N.V. In November 2015, CNH Industrial Finance Europe S.A. issued €100 million of 3.500% bonds at 99.173% due in November 2025.
Euro 1.75 billion Revolving Credit Facility. On November 21, 2014, we entered into a €1.75 billion ($2.1 billion) five-year revolving credit facility to
replace the existing €2 billion ($2.4 billion) three-year, multi-currency revolving credit facility which was scheduled to mature in February 2016.
The facility expires in November 2019 and includes:
financial covenants (Net debt/EBITDA and EBITDA/Net interest ratios relating to Industrial Activities) and other customary covenants
(including a negative pledge, pari passu and restrictions on the incurrence of indebtedness by certain subsidiaries);
customary events of default (some of which are subject to minimum thresholds and customary mitigants), including cross-default 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 CNH Industrial or the borrower.
66 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS
CNH Industrial N.V. has guaranteed any borrowings under the revolving credit facility with cross-guarantees from each of the borrowers (i.e.,
CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America Inc.).
We also sell certain of our finance receivables to third parties in order to improve liquidity, to take advantage of market opportunities and, in
certain circumstances, to reduce credit and concentration risk in accordance with our risk management objectives.
The sale of financial receivables is executed primarily through securitization transactions and involves mainly accounts receivable from final
(retail) customers and from the network of dealers to our Financial Services companies.
At December 31, 2015, our receivables from financing activities included receivables sold and financed through both securitization and
factoring transactions of $14.0 billion ($15.3 billion at December 31, 2014), which do not meet derecognition requirements and therefore must
be recorded on our statement of financial position. These receivables are recognized as such in our financial statements even though they have
been legally sold; a corresponding financial liability is recorded in the consolidated balance sheets as debt (see Note 19 to our consolidated
financial statements for the year ended December 31, 2015).
Total Debt of Financial Services was $21.2 billion at December 31, 2015 compared to $24.1 billion at December 31, 2014.
In 2015, CNH Industrial Capital LLC (a Financial Services subsidiary) continued to diversify its funding sources with two issuances of unsecured
debt securities for an aggregate amount of $1.2 billion. These included a June 2015 issuance of debt securities in the amount of $600 million
at an annual fixed rate of 3.875%, due in 2018, and a November 2015 issuance of debt securities in the amount of $600 million at an annual
fixed rate of 4.375%, due in 2020.
For more information on our outstanding indebtedness, see Note 27 “Debt” to our Consolidated Financial Statements.
Future Liquidity
We have adopted formal policies and decision-making processes designed to optimize the allocation of financial funds, cash management
processes and financial risk management. Our liquidity needs could increase in the event of an extended economic slowdown or recession that
would reduce our cash flow from operations and impair the ability of our dealers and retail customers to meet their payment obligations. Any
reduction of our credit ratings would increase our cost of funding and potentially limit our access to the capital markets and other sources of
financing.
We believe that funds available under our current liquidity facilities, those realized under existing and planned asset-backed securitization
programs and issuances of debt securities and those expected from ordinary course refinancing of existing credit facilities, together with cash
provided by operating activities, will allow us to satisfy our debt service requirements for the coming year. At December 31, 2015, we had
available committed credit lines expiring after twelve months of $3.0 billion.
CNH Industrial’s securitized debt is repaid with the cash generated by the underlying amortizing receivables. Accordingly, additional liquidity
is not normally necessary for the repayment of such debt. CNH Industrial has traditionally relied upon the term ABS market and committed
asset-backed facilities as a primary source of funding and liquidity.
If CNH Industrial were unable to obtain ABS funding at competitive rates, its ability to conduct its financial services activities would be limited.
Financial Guarantees
Our financial guarantees require us to make contingent payments upon the occurrence of certain events or changes in an underlying instrument
that is related to an asset, a liability or the equity of the guaranteed party. These guarantees include arrangements that are direct obligations,
giving the party receiving the guarantee a direct claim against us, as well as indirect obligations, under which we have agreed to provide the
funds necessary for another party to satisfy an obligation.
CNH Industrial provided loan guarantees on the debt or commitments of third parties and performance guarantees mainly on behalf of a joint
venture totaling $316 million as of December 31, 2015.
67
(*) Amounts presented exclude the related interest expense that will be paid when due. The table above does not include obligations for pension plans, health care plans, other post-
employment benefits and other employee benefits. Our best estimate of expected contributions in 2016 to pension plans is $34 million. Potential outflows in the years after 2016 are
subject to a number of uncertainties, including future asset performance and changes in assumptions, and therefore we are is unable to make sufficiently reliable estimates of future
contributions beyond that period.
(**) The total amount of our tax contingencies was $152 million at December 31, 2015. Payment of these liabilities would result from settlements with tax authorities. We estimate that
settlements with tax authorities may result in payment of $7 million of these liabilities in 2016. Because of the high degree of uncertainty relating to the timing of future cash outflows
associated with these liabilities, we are unable to reasonably estimate the timing of any settlement with tax authorities after 2016.
Debt Obligations
For information on our debt obligations, see “Capital Resources” above and Note 27 to the CNH Industrial Consolidated Financial Statements.
The debt obligations reflected in the table above can be reconciled to the amount in the December 31, 2015 statement of financial position
as follows:
The amount reported as debt obligations in the table above consists of our bonds, borrowings from banks, asset-backed financing and other
debt (excluding capital lease obligations, which are reported in a separate line item in the table above).
Purchase Obligations
Our purchase obligations at December 31, 2015, included the following:
the repurchase price guaranteed to certain customers on sales with a buy-back commitment which is included in the line item Other current
receivables in our consolidated statement of financial position in an aggregate amount of $1,524 million; and
commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of
approximately $124 million.
68 REPORT ON RISKS, RISK MANAGEMENT
OPERATIONS AND CONTROL SYSTEM
RISK TOLERANCE
Management has defined the Company’s risk tolerance within the following risk categories:
Operational/Strategic Risk – We accept risks in a responsible way that takes our stakeholders’ interests into account while mitigating such risks
to acceptable levels based on cost/benefit considerations.
Economic/Financial Risk – Acceptable levels of deviation from key operating targets (operating profit and industrial cash flow) have been
identified to monitor and mitigate these risks to an acceptable level.
Compliance/Reporting Risk – A zero tolerance methodology is applied for these risk types.
69
Financial distress of dealers (Financial Risk): A protracted downturn in the agricultural cycle, combined with persistent availability of pre-
owned inventory and resulting deterioration in pricing, could generate distress in the dealer network requiring the Company to intervene.
Countermeasures taken: To maintain market share and achieve adjusted sales volumes, CNH Industrial managed sales programs targeted at
retail and used equipment sales to align inventory levels in the market to current demand and to support the financial viability of its dealer
network during this challenging economic cycle. Further, Financial Services actively assisted the network by offering financing products
covering new and pre-owned wholegoods, as well as replacement parts inventory financing, enabling dealers to carry inventory for display,
demo and sale.
Government funding (Financial Risk): Over the past several years, LATAM has experienced increasing government regulations and
restrictions, particularly within the countries that represent our key sales markets. The result has been an elevated risk in access to or cost of
government funded financing programs, particularly in Brazil and Argentina, for both the Company as well as its customers. A strained ability
to manage cash flows into and out of the region has also been prominent. Additionally, the instability of the local government in Venezuela,
and related currency control mechanisms, further escalate these economic challenges by heavily taxing and/or significantly delaying imports
of our products as well as components used in local production.
Countermeasures taken: We have established open and continuous dialogue and negotiations with the respective local governments in
order to access subsidies and navigate the barriers associated with restricted and costly import activities. The Company’s significant local
investments (i.e., Cordoba and Sorocaba facilities) are providing a competitive advantage in limiting costs of production. In addition, the
Management approved further investments to increase localization of production in order to achieve credit and interest rate incentives
established by local banks (e.g. Banco de la Nacion in Argentina) thus reducing exposure to currency devaluation.
Future Liquidity (Financial Risk): Our liquidity needs could increase in the event of an extended economic slowdown or recession that would
reduce our cash flow from operations and impair the ability of our dealers and retail customers to meet their payment obligations. Any
reduction of our credit ratings would increase our cost of funding and potentially limit our access to the capital markets and other sources
of financing. CNH Industrial Capital’s securitized debt is repaid with the cash generated by the underlying amortizing receivables. If CNH
Industrial Capital were unable to obtain ABS funding at competitive rates, CNH Industrial’s ability to conduct its financial services activities
would be limited.
Countermeasures taken: We have adopted formal policies and decision-making processes designed to optimize the allocation of financial
funds, cash management processes and financial risk management, as described in Note 33 to the Consolidated Financial Statements.
We believe that funds available under our current liquidity facilities, those realized under existing and planned asset-backed securitization
programs and issuances of debt securities and those expected from ordinary course refinancing of existing credit facilities, together with
cash provided by operating activities, will allow us to satisfy our debt service requirements for the coming year. At December 31, 2015, we
had available committed credit lines expiring after twelve months of $3.0 billion.
Principal Characteristics of the Internal Control System and Internal Control over Financial Reporting
CNH Industrial has in place a system of risk management and internal control over financial reporting based on the model provided in the
COSO Report, according to which the internal control system is defined as a set of rules, procedures and tools designed to provide reasonable
assurance of the achievement of corporate objectives. In relation to the financial reporting process, reliability, accuracy, completeness and
timeliness of the information contribute to the achievement of such corporate objectives. Risk management is an integral part of the internal
control system. A periodic evaluation of the system of internal control over financial reporting is designed to ensure the overall effectiveness
of the components of the 2013 COSO Framework (control environment, risk assessment, control activities, information and communication,
and monitoring), implemented in 2015, in achieving those objectives.
CNH Industrial – which is listed on the NYSE and, consequently, has been subject to Section 404 of the U.S. Sarbanes-Oxley Act since 2014 –
has a system of administrative and accounting procedures in place that seeks to ensure a highly reliable system of internal control over financial
reporting.
The approach adopted by CNH Industrial for the evaluation, monitoring and continuous updating of the system of internal control over
financial reporting, is based on a ‘top-down, risk-based’ process consistent with the COSO Framework. This enables focus on areas of higher
risk and/or materiality, where there is risk of significant errors, including those attributable to fraud, in the elements of the financial statements
and related documents. The key components of the process are:
identification and evaluation of the source and probability of significant errors in elements of financial reporting;
assessment of the adequacy of key controls in enabling ex-ante or ex-post identification of potential misstatements in elements of financial
reporting; and
verification of the operating effectiveness of controls based on the assessment of the risk of misstatement in financial reporting, with testing
focused on areas of higher risk.
Identification and evaluation of the risk of misstatements which could have material effects on financial reporting is carried out through a risk
assessment process that uses a top-down approach to identify the organizational entities, processes and the related accounts, in addition to
specific activities, which could potentially generate significant errors. Under the methodology adopted by CNH Industrial, risks and related
controls are associated with the accounting and business processes upon which accounting information is based.
72 REPORT ON CORPORATE
OPERATIONS GOVERNANCE
CORPORATE GOVERNANCE
INTRODUCTION
CNH Industrial is a company, organized under the laws of the Netherlands, and results from a business combination with Fiat Industrial S.p.A.
(“Fiat Industrial”) and CNH Global N.V. (“CNH Global”) consummated on September 29, 2013 (the “Merger”). CNH Industrial qualifies as a
foreign private issuer under the New York Stock Exchange (“NYSE”) Listing Standards and its common shares are listed on the NYSE and on
the Mercato Telematico Azionario (“MTA”), managed by Borsa Italiana S.p.A.
CNH Industrial has adopted, except as discussed below, the best practice provisions of the Dutch Corporate Governance Code (the “Dutch
Corporate Governance Code”), which contains principles and best practice provisions that regulate relations between the board of directors
of a Dutch company and its shareholders. In accordance with the NYSE Listed Company Manual, CNH Industrial is permitted to follow home
country practice with regard to certain corporate governance standards, whereas with respect to other corporate governance standards it is
bound to comply with certain other provisions of the NYSE Listed Company Manual.
In this report CNH Industrial addresses its overall corporate governance structure. The Company discloses, and intends to disclose any
material departure from the best practice provisions of the Dutch Corporate Governance Code in its future annual reports.
BOARD OF DIRECTORS
Pursuant to CNH Industrial’s Articles of Association (“Articles of Association”), the Board of Directors may have three or more members.
At the general meeting of the shareholders held on September 9, 2013, the number of the members of the Board of Directors was set at
eleven. The current slate of Directors was appointed by the Company’s shareholders at the annual general meeting of shareholders (“AGM”)
on April 15, 2015. The term of office of the current Board of Directors is expected to expire on April 15, 2016, the anticipated date of the
Company’s next AGM at which shareholders will appoint the Company’s Directors for a term of approximately one-year. Each Director may
be re-appointed at any subsequent general meeting of shareholders.
The Board as a whole has collective responsibility for the strategy of the Company. The Board of Directors is composed of two Executive
Directors (i.e., the Chairman of the Company and the Chief Executive Officer), having responsibility for the day-to-day management of the
Company, and nine Non-Executive Directors, who have responsibility with respect to the Board’s oversight function. Under Article 16 the
Articles of Association, the general authority to represent CNH Industrial shall be vested in the Board of Directors, as well as in each of the
executive Directors to whom the title Chairman of the Company or Chief Executive Officer has been granted. Seven directors (representing
the majority of the directors) qualified as independent under the NYSE Listing Standards and the Dutch Corporate Governance Code.
The Board of Directors has also appointed Mr. John Elkann Senior Non-Executive Director for the purpose of Section III.8.1 of the Dutch
Corporate Governance Code. The Senior Non-Executive Director takes care of the proper functioning of the Board of Directors and its
Committees.
On September 9, 2013 the Board of Directors of the Company appointed the following internal committees: (i) an Audit Committee, (ii) a
Governance and Sustainability Committee, and (iii) a Compensation Committee.
On certain key industrial matters the Board of Directors is advised by the Group Executive Council (“GEC”). The GEC is an operational
decision-making body of CNH Industrial, which is responsible for reviewing the operating performance of the businesses, and making decisions
on certain operational matters.
The Board of Directors has also appointed certain officers of CNH Industrial, including the Chief Financial Officer, the Chief Human Resources
Officer, the Chief Purchasing Officer, the Corporate Controller and Chief Accounting Officer, the Treasurer, the Secretary of the Board, the
Chief Quality Officer, and the Chief Manufacturing Officer.
During 2015, there were four meetings of the Board of Directors. Attendance at the Board meetings was 96%.
The Board of Directors (as well as the Audit Committee and Compensation Committee) evaluated its performance during 2015. The
evaluations consisted of a self-assessment by each of the bodies facilitated by a written questionnaire designed to promote a robust and
comprehensive assessment discussion.
73
Italiana Editrice and is on the boards of The Economist Group and News Corporation. While at university, he gained work experience at
various Fiat Group companies in the U.K. and Poland (manufacturing), as well as France (sales and marketing). He started his professional
career in 2001 at General Electric as a member of the Corporate Audit Staff, with assignments in Asia, the USA and Europe. Mr. Elkann is
member of the IAC of Brookings Institution and of MoMA. He also serves as Vice Chairman of the Italian Aspen Institute and the Giovanni
Agnelli Foundation. Born in 1976, Italian citizenship. Date of first appointment: September 29, 2013.
Mina Gerowin, Director (Non-Executive Director), Member of the Governance and Sustainability Committee
Ms. Gerowin has an A.B. from Smith College in Political Economy, a J.D. from the University of Virginia School of Law and an MBA from
Harvard Business School where she was a Baker Scholar. She practiced law in Switzerland and New York then worked as Investment Banker
in International Mergers and Acquisitions at Lazard Frères in New York and Paris. Ms. Gerowin formed her own consulting and investing
company, completing five LBO transactions and participated in their direction as an officer and director. After their sale, she consulted
internationally. Ms. Gerowin was a Managing Director of Paulson Europe LLP in London working on event, credit, distressed, recovery and
merger arbitrage. She joined Paulson & Co. in 2004, helping establish the hedge fund’s Event fund. Mina Gerowin is a Director of EXOR
S.p.A., Lafarge S.A. and a member of the Global Advisory Committee of Samsung Asset Management. Born in 1951, American citizenship.
Date of first appointment: September 29, 2013.
Maria Patrizia Grieco, Director (Non-Executive Director—independent), Member of the Compensation Committee
Maria Patrizia Grieco was a Director of Fiat Industrial S.p.A. from April 5, 2012 until the merger of the company into CNH Industrial. Ms.
Grieco holds a degree in Law from Milan State University. She began her career in 1977 in the Legal & General Affairs division of Italtel,
becoming head of the division in 1994. In 1999, she was appointed as Italtel’s Chief Operating Officer to reorganize and reposition the
company, of which she became CEO in 2002. From September 2003 to January 2006, she was CEO of Siemens Informatica, the Siemens
Business Services parent company in Italy. She became member of the Executive Council of Siemens Business Services at worldwide level.
From February 2006 to September 2008, she was a Partner of Value Partners and CEO of the Value Team Group – now NTT Data - which
provides IT consultancy and services in Italy and abroad through approximately 2,700 professionals. From November 2008 to March 2013
she was CEO of Olivetti, from June 2011 to June 2014 she held the office of Chairman, while from June to October 2014 she was Director
of Olivetti. In May 2014, she was appointed Chairman of Enel S.p.A. She is on the Board of Anima Holding S.p.A. She has been appointed in
November 2014 to the Board of Bocconi University and from September 2014 she is a member of the steering committee and the general
council of Assonime. She serves as a Director of Save the Children and on the Advisory Board of British Telecom Italy. Born in 1952, Italian
citizenship. Date of first appointment: September 29, 2013.
Léo W. Houle, Director (Non-Executive Director—independent), Member of the Compensation Committee
Mr. Houle was a Director of CNH Global N.V. from April 7, 2006 until the merger of the company into CNH Industrial. On September 6,
2011, Mr. Houle was appointed to the Board of Directors of Chrysler Group LLC now known as FCA US LLC. Mr. Houle was Chief Talent
Officer of BCE Inc. and Bell Canada, Canada’s largest communications company, from June 2001 until his retirement in July 2008. Prior to
joining BCE and Bell Canada, Mr. Houle was Senior Vice-President, Corporate Human Resources of Algroup Ltd., a Swiss-based diversified
industrial company. From 1966 to 1987, Mr. Houle held various managerial positions with the Bank of Montreal, the last of which was Senior
Manager, Human Resources Administration Centers. In 1987, Mr. Houle joined the Lawson Mardon Group Limited and served as Group
Vice-President, Human Resources until 1994 when Algroup Ltd. acquired Lawson Mardon Group, at which time he was appointed Head
of Human Resources for the packaging division of Algroup, and in 1997, Head of Corporate Human Resources of Algroup, Ltd. Mr. Houle
completed his studies at the College Saint Jean in Edmonton, attended the Executive Development Program in Human Resources at the
University of Western Ontario in 1987 and holds the designation of Certified Human Resources Professional (CHRP) from the Province of
Ontario. Born in 1947, Canadian citizenship. Date of first appointment: September 29, 2013.
Peter Kalantzis, Director (Non-Executive Director—independent), Member of the Audit Committee, Member of the Compensation
Committee
Mr. Kalantzis was a Director of CNH Global N.V. from April 7, 2006 until the merger of the company into CNH Industrial. Mr. Kalantzis has
been a non-executive member of various boards of directors since 2001. Prior to 2000, he was responsible for Alusuisse-Lonza Group’s
corporate development and actively involved in the de-merger and stock market launch of Lonza, as well as the merger process of Alusuisse
and Alcan. Mr. Kalantzis served as head of the Chemicals Division of Alusuisse-Lonza Group from 1991 until 1996. In 1991, Mr. Kalantzis was
appointed Executive Vice-President and member of the Executive Committee of the Alusuisse-Lonza Group. Between 1971 and 1990, he
held a variety of positions at Lonza Ltd. in Basel. Mr. Kalantzis is Chairman of the Board of Clair Ltd., Cham (Switzerland); Chairman of Von
Roll Holding Ltd., Breitenbach (Switzerland) and Chairman of Degussa Sonne/Mond Goldhandel AG, Cham (Switzerland). He is a member of
the Board of Movenpick-Holding Ltd., Baar (Switzerland); of Paneuropean Oil and Industrial Holdings, Luxembourg; of Consolidated Lamda
Holdings (Luxembourg); of SGS Ltd., Geneva (Switzerland); and of Hardstone Services SA, Geneva (Switzerland). He is also President of
the Board of John S. Latsis Public Benefit Foundation, Vaduz (Liechtenstein). From 1993 until 2002, he served on the Board of the Swiss
Chemical and Pharmaceutical Association as Vice-President and in 2001-2002 as President. Mr. Kalantzis holds a Ph.D. in Economics and
Political Sciences from the University of Basel and engaged in research as a member of the Institute for Applied Economics Research at the
University of Basel between 1969 and 1971. Born in 1945, Swiss and Greek citizenship. Date of first appointment: September 29, 2013.
75
Mr. John Elkann and Ms. Maria Patrizia Grieco will not stand for reappointment to the Board of Directors at the AGM to be held on April 15,
2016. The Board recommends the appointment of two new directors to serve on the Board of Directors: Ms. Suzanne Heywood and Ms. Silke
Christina Scheiber. Subject to their appointment at the upcoming AGM, it is expected that Ms. Scheiber will join the Audit Committee and
Ms. Heywood will Chair the Governance and Sustainability Committee and will also be appointed to the Compensation Committee. Further,
subject to his re-appointment at the upcoming AGM, it is expected that Mr. Houle will serve as the Senior Non-Executive Director and Chair
the Compensation Committee.
76 REPORT ON CORPORATE
OPERATIONS GOVERNANCE
BOARD REGULATIONS
On September 9, 2013 the Board of Directors adopted regulations governing the operations of the Board of Directors and its Committees.
The regulations contain provisions concerning the manner in which meetings of the Board of Directors are called and held, including the
decision-making process. The regulations provide that meetings may be held by telephone conference or video-conference, provided that all
participating Directors can follow the proceedings and participate in real-time discussion of the items on the agenda.
The Board of Directors can only transact business, including the adoption of resolutions, if a majority of the Directors in office shall be present
at the Board meeting or be represented at such meeting.
A member of the Board of Directors may only be represented by a co-member of the Board of Directors authorized in writing.
The expression in writing shall include any message transmitted by current means of communication.
A member of the Board of Directors may not act as proxy for more than one co-member.
All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at the meeting, provided that
the regulations may contain specific provisions in this respect. Each Director shall have one vote.
The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall have expressed their opinions
in writing, unless one or more Directors shall object to a resolution being adopted in this way.
The regulations are available on the Company’s website, www.cnhindustrial.com.
are appointed for terms of up to two years. Unless decided otherwise by the Compensation Committee, the Chief Human Resources Officer
for the Company attends its meetings.
During 2015 the Compensation Committee met two times and attendance of Directors at those meetings was 100%.
CONFLICT OF INTEREST
A member of the Board of Directors shall not participate in discussions and decision making with respect to a matter in relation to which
he or she has a direct or indirect personal interest that is in conflict with the interests of the Company and the business associated with the
Company (“Conflict of Interest”).
In addition, the Board of Directors as a whole may, on an ad hoc basis, resolve that there is such a strong appearance of a Conflict of Interest of
an individual member of the Board of Directors in relation to a specific matter, that it is deemed in the best interest of a proper decision making
process that such individual member of the Board of Directors be excused from participation in the decision making process with respect to
such matter even though such member of the Board of Directors may not have an actual Conflict of Interest.
At least annually, each Director shall assess in good faith whether (i) he or she is independent under (A) best practice provision III.2.2. of
the Dutch Corporate Governance Code, (B) the requirements of Rule 10A-3 under the Exchange Act, and (C) Section 303A of the NYSE
Listed Company Manual; and (ii) he or she would have a Conflict of Interest in connection with any transactions between the Company
and a significant shareholder or related party of the Company, including affiliates of a significant shareholder (such conflict, a “Related-Party
Conflict”), it being understood that currently EXOR S.p.A. would be considered a significant shareholder.
78 REPORT ON CORPORATE
OPERATIONS GOVERNANCE
The Directors shall inform the Board through the Chairman or the Secretary of the Board as to all material information regarding any
circumstances or relationships that may impact their characterization as “independent”, or impact the assessment of their interests, including
by responding promptly to the annual director and officer questionnaires circulated by or on behalf of the Chairman that are designed to elicit
relevant information regarding business and other relationships.
Based on each Director’s assessment described above, the Board shall make a determination at least annually regarding such Director’s
independence and such Director’s Related-Party Conflict. These annual determinations shall be conclusive absent a change in circumstances
from those disclosed to the Board that necessitates a change in such determination.
Pursuant to Section 12 of the special voting shares terms and conditions, any amendment to the terms and conditions (other than merely
technical, non-material amendments) may only be made with the approval of the general meeting of shareholders of CNH Industrial.
A shareholder must promptly notify CNH Industrial upon the occurrence of a change of control, which is defined in Article 4(1)(n) of the
Articles of Association as including any direct or indirect transfer, carried out through one or a series of related transactions, by a CNH
Industrial shareholder that is not an individual (natuurlijk persoon) of (i) the ownership or control of 50% or more of the voting rights of such
shareholder, (ii) the de facto ability to direct the casting of 50% or more of the votes which may be expressed at the general meetings of
such shareholder, or (iii) the ability to appoint or remove half or more of the Directors, executive Directors or Board members or executive
officers of such shareholder or to direct the casting of 50% or more of the voting rights at meetings of the Board, governing body or executive
committee of such shareholder. In accordance with Article 4(1)(n) of the Articles of Association, no change of control shall be deemed to
have occurred if (i) the transfer of ownership and/or control is the result of the succession or the liquidation of assets between spouses or
the inheritance, inter vivos donation or other transfer to a spouse or a relative up to and including the fourth degree or (ii) the fair market
value of the Qualifying Common Shares held by the relevant CNH Industrial’s shareholder represents less than 20% of the total assets of the
Transferred Group at the time of the transfer and the Qualifying Common Shares, in the sole judgment of CNH Industrial, are not otherwise
material to the Transferred Group or the change of control transaction. Article 4(1)(n) of the Articles of Association defines “Transferred
Group” as comprising the relevant shareholder together with its affiliates, if any, over which control was transferred as part of the same change
of control transaction, as such term in defined in Article 4(1)(n) of CNH Industrial’s Articles of Association. A change of control will trigger the
de-registration of the relevant Qualifying Common Shares from the Loyalty Register and the suspension of the special voting rights attached
to the Qualifying Common Shares.
If the Company were to be dissolved and liquidated, after all the debts of the Company have been paid, any remaining balances would be
distributed in the following order of priority: (i) first, to satisfy the aggregate balance of share premium reserves and other reserves to the
holders of CNH Industrial common shares in proportion to the number of common shares held by each of them; (ii) second, an amount equal
to the aggregate amount of the nominal value of the CNH Industrial common shares to the holders thereof in proportion to the number of
common shares held by each of them; (iii) third, an amount equal to the aggregate amount of the Special Dividend Reserve to the holders of
special voting shares in proportion to the number of special voting shares held by each of them; and (iv) fourth, the aggregate amount of the
nominal value of the special voting shares to the holders thereof in proportion to the number of special voting shares held by each of them.
No liquidation payments will be made on shares that the Company holds in treasury.
An item proposed in writing by such number of shareholders who, by law, are entitled to make such proposal, shall be included in the notice or
shall be announced in a manner similar to the announcement of the notice, provided that the Company has received the relevant shareholder’s
request, including the reasons for putting the relevant item on the agenda, no later than the sixtieth day before the day of the meeting.
The agenda of the annual general meeting shall contain, inter alia, the following items:
a) adoption of the Company’s annual accounts;
b) granting of discharge to the members of the Board of Directors in respect of the performance of their duties in the relevant financial year;
c) the policy of the Company on additions to reserves and on dividends, if any;
d) if applicable, the proposal to pay a dividend;
e) if applicable, discussion of any substantial change in the corporate governance structure of the Company;
f) the appointment of directors; and
g) any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due observance of
applicable Dutch laws.
The Board of Directors shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an
overriding interest of the Company. If the Board of Directors invokes an overriding interest, it must provide shareholders with details of the
overriding interest.
When convening a general meeting of shareholders, the Board of Directors shall determine that, for the purpose of Article 18 and Article
19 of the Articles of Association, persons with the right to vote or attend meetings shall be considered those persons who have these rights
at the twenty-eighth day prior to the day of the meeting (the “Record Date”) and are registered as such in a register to be designated by the
Board of Directors for such purpose, irrespective whether they will have these rights at the date of the meeting. In addition to the Record
Date, the notice of the meeting shall further state the manner in which Company shareholders and other parties with meeting rights may have
themselves registered and the manner in which those rights can be exercised.
The general meeting of shareholders shall be presided over by the Senior Non-Executive Director or, in his absence, by the person chosen by
the Board of Directors to act as chairperson for such meeting.
One of the persons present designated for that purpose by the chairperson of the meeting shall act as secretary and take minutes of the
business transacted. The minutes shall be confirmed by the chairperson of the meeting and the secretary and signed by them in witness thereof.
The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no later than three months after
the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the following three months. The
minutes shall then be adopted in the manner as described in the preceding paragraph.
If an official notarial record is made of the business transacted at the shareholders’ meeting then minutes need not be drawn up and it shall
suffice that the official notarial record be signed by the notary. Each Director shall at all times have power to give instructions for having an
official notarial record made at the Company’s expense.
As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, shareholders entitled to attend the meeting
shall be obliged to inform the Board of Directors in writing within the time frame mentioned in the convening notice. At the latest this notice
must be received by the Board of Directors on the day specified in the convening notice.
Shareholders and those permitted by law to attend the shareholders’ meeting may cause themselves to be represented at any meeting by a
proxy duly authorized in writing, provided they shall notify the Company in writing of their wish to be represented at such time and place as
shall be stated in the notice of the meeting. For the avoidance of doubt, such attorney is also authorized in writing if the proxy is documented
electronically. The Board of Directors may determine further rules concerning the deposit of the powers of attorney and any such additional
rules shall be mentioned in the notice of the meeting.
The Company is exempt from the proxy rules under the U.S. Securities Exchange Act of 1934, as amended.
The chairperson of the meeting shall decide on the admittance to the meeting of persons other than those who are entitled to attend.
For each general meeting of shareholders, the Board of Directors may decide that shareholders shall be entitled to attend, address and
exercise voting rights at such meeting through the use of electronic means of communication, provided that shareholders who participate in
the meeting are capable of being identified through the electronic means of communication and have direct cognizance of the discussions at
the meeting and the exercising of voting rights (if applicable). The Board of Directors may set requirements for the use of electronic means of
communication and state these in the convening notice. Furthermore, the Board of Directors may for each meeting of shareholders decide that
votes cast by the use of electronic means of communication prior to the meeting and received by the Board of Directors shall be considered
to be votes cast at the meeting. Such votes may not be cast prior to the Record Date. Whether the provision of the foregoing sentence applies
and the procedure for exercising the rights referred to in that sentence shall be stated in the notice.
81
Prior to being allowed admittance to a meeting, a shareholder or its attorney shall sign an attendance list, stating his/her/its name and, to the
extent applicable, the number of votes to which he/she/it is entitled. Each shareholder attending a meeting by the use of electronic means of
communication and identified in accordance with the above shall be registered on the attendance list by the Board of Directors. In the event
that it concerns an attorney of a shareholder, the name(s) of the person(s) on whose behalf the attorney is acting, shall also be stated. The
chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
The chairperson of the meeting may determine the time for which shareholders and others who are permitted to attend the general meeting
of shareholders may speak if he/she considers this desirable with a view to the orderly conduct of the meeting.
Every share (whether common or special voting) shall confer the right to cast one vote.
Shares in respect of which the law determines that no votes may be cast shall be disregarded for the purposes of determining the proportion
of shareholders voting, present or represented or the proportion of the share capital provided or represented.
All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified.
Blank votes shall not be counted as votes cast.
All votes shall be cast in writing or electronically. The chairperson of the meeting may, however, determine that voting by raising hands or in
another manner shall be permitted.
Voting by acclamation shall be permitted if none of the shareholders present objects.
No voting rights shall be exercised in the general meeting of shareholders for shares owned by the Company or by a subsidiary of the Company.
Usufructuaries of shares owned by the Company and its subsidiaries shall however not be excluded from exercising their voting rights, if the
usufruct was created before the shares were owned by the Company or a subsidiary.
Without prejudice to the other provisions of the Articles of Association, the Company shall determine for each resolution passed:
a. the number of shares on which valid votes have been cast;
b. the percentage that the number of shares as referred to under a. represents in the issued share capital;
c. the aggregate number of votes validly cast; and
d. the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.
ISSUANCE OF SHARES
The general meeting of shareholders or alternatively the Board of Directors, if it has been designated to do so by the general meeting of
shareholders, shall have authority to resolve on any issuance of shares. The general meeting of shareholders shall, for as long as any such
designation of the Board of Directors for this purpose is in force, no longer have authority to decide on the issuance of shares.
The general meeting of shareholders or the Board of Directors if so designated as provided in Article 5, paragraph 1 of the Articles of
Association, shall decide on the price and the further terms and conditions of issuance, with due observance of what has been provided in
relation thereto in the law and in the Articles of Association.
If the Board of Directors is designated to have authority to decide on the issuance of shares, such designation shall specify the class of shares
and the maximum number of shares that can be issued under such designation. When making such designation the duration thereof, which
shall not be for more than five years, shall be resolved upon at the same time. The designation may be extended from time to time for periods
not exceeding five years. The designation may not be withdrawn unless otherwise provided in the resolution in which the designation is made.
Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a currency other than euro may
only be made with the consent of the Company.
For a period of five years from September 28, 2013 the Board of Directors has been irrevocably authorized by the shareholders to issue special
voting shares up to the maximum aggregate amount of special voting shares as provided for in the Company’s authorized share capital as set
forth in Article 3, paragraph 1 of the Articles of Association.
For a period of five years from September 29, 2013 the Board of Directors has been authorized by the shareholders to execute any
issuance of common shares of the Company, which authorization is limited to the issuance of up to a maximum of 15% of the total
number of common shares issued in the capital of the Company following the CNH Global N.V. merger effective date plus not more than
an additional 15% of the issued share capital of the Company as per the same date in relation to mergers or acquisitions. Fur thermore
and without application of the 15% limitation, the Board of Directors shall be authorized to issue common shares and grant rights to
subscribe for common shares in the capital of the Company pursuant to the equity incentive plans sponsored by the predecessors CNH
Global and Fiat Industrial (together with cer tain amendments due to their mutual alignment) and any future approved equity incentive
or compensation plans.
82 REPORT ON CORPORATE
OPERATIONS GOVERNANCE
The Board of Directors of the Company has been also designated as the authorized body to limit or exclude the rights of pre-emption of
shareholders in connection with the proposed authority of the Board to issue common shares and grant rights to subscribe for common shares
as referred to above.
In the event of an issuance of common shares, every holder of common shares shall have a right of pre-emption with regard to the shares to
be issued of that class in proportion to the aggregate amount of his shares of that class; provided, however, that no such right of pre-emption
shall exist in respect of shares to be issued to Directors or employees of the Company or of a group company pursuant to any option plan of
the Company.
A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
In the event of an issuance of Special Voting Shares to Qualifying Shareholders, shareholders shall not have any right of pre-emption.
The general meeting of shareholders or the Board of Directors, as the case may be, shall decide when passing the resolution to issue shares in
which manner and, subject to paragraph 3 of Article 6 of the Articles of Association, within what period the right of pre-emption may be exercised.
CODE OF CONDUCT
On July 31, 2014, the Board of Directors adopted a new code of conduct (the “Code of Conduct”), which forms an integral part of the internal
control system and sets out the principles of business ethics to which CNH Industrial adheres and which Directors, employees, consultants
and business “partners” are required to observe. In particular, the Code of Conduct includes specific guidelines on issues relating to the
environment, health and safety, business ethics and anti-corruption, suppliers, management of human resources and the respect of human
rights.
The CNH Industrial Group uses its best endeavors to ensure that suppliers, consultants and any third party with whom the CNH Industrial
Group has a business relationship be informed of the adoption of the principles set forth in the Code of Conduct.
In addition, in 2015 the Company issued its Supplier Code of Conduct, which includes the Company’s guidelines and expectations for suppliers
with regard to labor and human rights, the environment, trade restrictions and export controls, business ethics, and reporting matters to the
Company.
The Code of Conduct is available on the Corporate Governance section of the Company’s website, www.cnhindustrial.com.
The Supplier Code of Conduct is available on the Suppliers section of the Company’s website.
The Board of Directors has established a procedure to ensure that the CNH Industrial’s employees and third parties have the possibility to
report alleged irregularities of a general, operational and financial nature with the Company. The Company’s compliance helpline is managed
by an independent third party. Reports may be submitted through a dedicated web portal (www.cnhindustrialcompliancehelpline.com), by
phone (to a call center managed by a third party), or to a Company representative. Where legally permissible, reports may be submitted on
an anonymous basis. In addition, where legally required, the nature of the reports may be limited to certain subject matters. The Company
investigates reports submitted and, in appropriate cases, implements corrective and/or disciplinary actions.
The Group’s Code of Conduct is supplemented by additional corporate policies and guidelines aimed at ensuring the Group’s activities are
conducted in a consistent and responsible manner.
83
SUSTAINABILITY PRACTICES
CNH Industrial is committed to operating in an environmentally and socially-responsible manner.
As discussed above, the Governance and Sustainability Committee was assigned responsibility for strategic oversight of sustainability-related
issues and reviews the Company’s annual Sustainability Report. The GEC defines the strategic approach, evaluates the congruity of the
Sustainability Plan with business objectives and is regularly updated on the Group’s sustainability performance.
The Sustainability Unit, which is part of the Group’s Finance organization, has operational responsibility for promoting a culture of sustainability
throughout the Group. The Sustainability Unit facilitates the process of continuous improvement, and contributes to managing risks and
strengthening the relationship with and perceptions of stakeholders, in addition to managing sustainability reporting and communications.
The Group also produces a Sustainability Plan, which reports on the progress of existing projects and new targets to drive continuous improvement
in the Group’s sustainability performance. It is updated annually to report the status of existing projects and establish new targets to ensure
continuous improvement to support long-term growth. The Sustainability Plan is incorporated in the Sustainability Report, which is prepared on a
voluntary basis applying the Global Reporting Initiative’s G4 guidelines (GRI – G4) and is made available on the Company’s website starting from
the day of the annual general meeting of shareholders. See also previous section on “Our Commitment to Sustainable Development”
IN CONTROL STATEMENT
Internal Control System
The Board of Directors is responsible for designing, implementing and maintaining internal controls, including proper accounting records and
other management information suitable for running the business.
The principal characteristics of the Internal Control System and Internal Control over Financial Reporting adopted by CNH Industrial are
described in the specific paragraph mentioned above.
Based on the assessment performed, the Board of Directors concluded that, as of December 31, 2015, the Group’s and the Company’s Internal
Control over Financial Reporting is considered effective.
March 4, 2016
Sergio Marchionne
Chairman
Richard J. Tobin
Chief Executive Officer
March 4, 2016
REMUNERATION REPORT
The quality of our leadership and their commitment to the Company are fundamental to our success. Our remuneration principles support
our business strategy and growth objectives in a diverse and evolving global market. Our Remuneration Policy is designed to competitively
reward the achievement of long-term sustainable performance goals and to attract, motivate and retain highly qualified senior executives
who are committed to performing their roles in the long-term interest of our shareholders. Given the changing international standards
regarding appropriate remuneration, a variety of factors have been taken into consideration, such as the complexity of functions, the scope
of responsibilities, the alignment of risks and rewards, national and international legislation and the long-term objectives of the Company and
its shareholders. Our Remuneration Policy is reviewed annually by our Compensation Committee of the Board of Directors (“Compensation
Committee”).
Improved our margins in all segments; highest margins among OEMs Award-winning new products launched in all segments
in Agricultural Equipment segment
Generated net industrial cash flow of $772 million for the year Continuation of the efficiency program which began in 2014
through disciplined inventory management
Careful cost control and production aligned with market levels Industrial footprint realignment
CNH Industrial finished with strong fourth quarter performance in a difficult year for our business segments. 2015 was particularly difficult for
our largest contributing segment, Agricultural Equipment. Despite the downturn in demand, the concerted efforts throughout the year from
all areas of the Company demonstrated the strength of our diverse product portfolio, geographic diversity and our ability to react quickly to
changes in market conditions.
Notable achievements across all segments include:
cost containment measures that helped reduce SG&A costs by 21% compared to 2014;
tight inventory management in all segments that kept production in line with retail activity through net reduction to channel inventories (that
is, combined Company and dealer inventories);
positive net price realization;
higher margins in the fourth quarter compared to 2014, including an exceptional achievement of the highest margin among agricultural
equipment OEMs; and
numerous industry honors for outstanding new products and innovation.
86 REPORT ON REMUNERATION
OPERATIONS REPORT
REMUNERATION PRINCIPLES
The fundamental principles underpinning the Compensation Committee’s approach to executive remuneration remain unchanged from 2014.
CNH Industrial’s compensation philosophy, as set forth in the Policy, aims to provide compensation to its Executive Directors as outlined
below.
Alignment with CNH • Executive Directors’compensation package should be strongly linked to the achievement of targets
Industrial’s Strategy that are identified as indicators of the execution of the Company’s strategy.
• Remuneration levels should be set in a manner such that it attracts, retains and motivates expert leaders
Competitiveness
and highly qualified executives and is competitive against the comparable market.
Long-Term Shareholder
• Executive Directors’ compensation should reflect alignment with interests of shareholders.
Value Creation
• Decisions should be made in the context of the Company’s business objectives and the Board
Compliance should ensure compliance with applicable laws and corporate governance requirements when designing
and implementing policies and plans.
• The compensation structure must avoid incentives that would encourage unnecessary or excessive risks
Risk Prudence
that could threaten the Company’s value.
Executive Chairman
In addition to the peer group firms used for the CEO’s benchmark, companies with an Executive Chairman role separate from the CEO role
were also reviewed and considered for the Chairman’s compensation benchmark.
Base Salary Fixed cash compensation Attracts and rewards high performing executives via
market competitive pay
Short-Term Variable Pay Performance objectives are annually predetermined Drives company-wide and individual performance
and based on achievements of annual measures Rewards annual performance
Comprised of two equally weighted financial Motivates executives to achieve performance
metrics: net income and net industrial cash flow objectives that are key to our annual operating and
Target payout is 100% and maximum payout is strategic plans
200% of base salary for both CEO and Chairman Aligns executives’ and shareholder interests
Long-Term Variable Pay Based on achievement of publicly disclosed five-year Encourage executives to achieve multi-year strategic
financial targets and financial objectives
Performance criteria are comprised of equally Motivates executives to deliver sustained long-term
weighted metrics: relative total shareholder return growth
(TSR) and net income Aligns executives’ and shareholder interests through
Awards have three vesting opportunities, one-third long-term value creation
each, after years three, four and five, based on Enhance retention of key talent
cumulative results
Pension and Post-Mandate CEO: Company sponsored retirement savings Provides for employee welfare and retirement needs
programs, available to salaried employees
Chairman: Company pays social contribution fees
mandatorily due under Swiss law and indemnifies
Fiat Chrysler Automobiles N.V. (for which the
Chairman serves as CEO) for a post-mandate
benefit equivalent to five times the fixed annual
compensation at the time of retirement.
Other Benefits CEO: typical benefits such as a company car, Customary fringe benefits necessary to be able to
medical insurance, accident insurance, and retiree offer executives competitive benefits
healthcare benefits
Chairman: a portion of personal security personnel
cost
CEO and Chairman: tax equalization
88 REPORT ON REMUNERATION
OPERATIONS REPORT
12% 13% 0%
ANNUAL
INCENTIVE
ANNUAL
12% INCENTIVE
CEO 2015 Chairman 2015
Compensation Compensation
76% 87%
LONG-TERM LONG-TERM
INCENTIVES* INCENTIVES*
*
The long-term incentives component represents the 2015 share based expense value of their respective one-time grants awarded in 2014 covering the five-year performance period of 2014-2018. In
regard to the CEO’s Performance Share Units, actual payment is dependent upon achievement of the designated cumulative financial objectives in years 2016, 2017, and 2018.
Fixed Component
Base salary is the only fixed component of our Executive Directors’ total cash compensation and is intended to provide market-competitive pay
to attract and retain well qualified senior executives and expert leaders. Base salary is a fixed portion of compensation based on an individual’s
skills, job responsibilities, experience, individual performance and competitive market data. The base salaries of our Executive Directors are
evaluated together with other components of compensation to ensure that they are in line with our overall compensation philosophy and
aligned with performance.
Variable Components
Executive Directors are also eligible to receive variable compensation subject to the achievement of pre-established, challenging financial and
other designated performance objectives. The variable components of Executive Directors’ remuneration, both the short and the long-term
components, are linked to predetermined, assessable and influenceable objectives approved by the Company’s Non-Executive Directors, with
more weight on the long-term component.
Annually, scenario analyses are carried out to examine the relationship between the performance criteria chosen and the possible outcomes
of the variable remuneration of the Executive Directors. Such analysis was also carried out for the 2015 financial year, and the Company found
a strong link between remuneration and performance and concludes that the chosen performance criteria are appropriate under both the
short-term and long-term incentive components of total remuneration and support the Company’s strategic objectives.
Short-Term Incentives
The primary objective of short-term variable incentives is to focus on the business priorities for the current or following year. Executive
Directors’ short-term variable incentive is based on achieving short-term (annual) financial and other designated objectives proposed by the
Compensation Committee and approved by the Non-Executive Directors each year.
Achieve
Individual
Company Performance
Target Bonus
Base Salary Performance &
Bonus % Earned
Factor Leadership
Modifier*
*
The individual performance and leadership modifier is applicable to the CEO but not the Chairman. The Chairman evaluates the CEO’s performance and leadership each year. We use a nine-box
matrix that correlates to the individual performance modifier.
In regards to the Executive Directors’ annual performance bonus determination, the Compensation Committee and the Non-Executive
Directors:
approve the Executive Directors’ objectives and maximum allowable bonus;
select the choice and weighting of objectives;
set the stretch objectives;
review any unusual items that occurred in the performance year to determine the appropriate overall measurement of achievement of the
objectives; and
approve the final bonus determination.
90 REPORT ON REMUNERATION
OPERATIONS REPORT
For the 2015 financial year, the Compensation Committee determined that the performance metrics used in 2014, net income and net
industrial cash flow, prepared in accordance with U.S. GAAP, continue to be the most appropriate one-year performance measurements
under the annual bonus plan for our Executive Directors. The two metrics, which were equally weighted at 50% each, were established utilizing
challenging goals. Each objective is paid out independently.
The target incentive (which is 100% of base salary for both the CEO and the Chairman) corresponds to the Non-Executive Directors’ approved
targets each year and are consistent with external guidance to investors. The threshold performance to earn any incentive is 90% of the specific
target established. For both performance metrics, actual results must be achieved at 150% of the target, or greater, in order for the maximum
payout of 200% of target to be achieved. Annual performance bonus eligibility is typically reviewed by the Compensation Committee and
the Non-Executive Directors in a Board of Directors’ meeting each January in connection with the completion of the fourth quarter earnings
release. For 2015, threshold, target, and maximum percentage opportunities for our CEO and Chairman did not change from 2014.
* Net industrial cash flow is defined as net income plus depreciation and amortization plus changes in working capital and other provisions, less capital expenditures.
Long-Term Incentives
Long-term incentive compensation is a critical component of our Executive Directors’ compensation program. It is in the shareholders’ interest
that our executives foster a long-term view of the Company’s financial results. Long-term incentives are also an important retention tool that
management and the Compensation Committee use to align the financial interests of executives and other key contributors with sustained
shareholder value creation. We believe Executive Directors’ compensation should be aligned with shareholders’ interests.
In 2014, CNH Industrial introduced a new long-term incentive program (“LTIP”), covering a five-year performance period, from 2014 to 2018,
consistent with the Company’s strategic horizon, under which equity awards can be granted to eligible individuals. The Chairman, CEO, Group
Executive Council (“GEC”) key managers and select others may participate, which represents approximately 400 senior leaders across the
two facets of the LTIP – Company Performance Plan and Individual Performance Plan. The award mix and level vary by position. For the CEO
and Chairman, target LTIP percentages were benchmarked against both U.S. and non-U.S. peer group companies.
91
The Company performance component of the LTIP, measured by cumulative net income and relative TSR position among seven peers,
provides opportunity for interim partial vesting after 2016 and 2017, and full vesting in 2018. The achieved awards vest in February following
the performance period and once vesting has been determined, Performance Share Units (“PSUs”) convert to CNH Industrial shares. The
CEO was awarded a one-time grant in 2014; the Chairman does not participate in this component of the LTIP.
The Individual performance component of the LTIP provides an award opportunity of restricted share units (“RSUs”) which vest over time,
subject to continued employment with the Company at time of vesting. RSUs convert to CNH Industrial common shares upon vesting. The
CEO does not participate in this component of the LTIP, whereas the Chairman was awarded a one-time grant of RSUs in 2014 with vesting
spread over the five years, 2014-2018. Others eligible to participate in the individual performance component of the LTIP have an annual award
opportunity of RSUs which vest one-third over three years.
Other Benefits
We offer customary perquisites to our CEO and Chairman. The CEO is entitled to usual and customary fringe benefits such as a company
car, medical insurance, accident insurance, and retiree healthcare benefits. A portion of the costs of personal security personnel dedicated to
the Chairman are borne by the Company. The Compensation Committee may grant other benefits to the Executive Directors in particular
circumstances such as tax equalization.
Tax Equalization
The Executive Directors, as a function of their global role in the Company, may be subject to tax on their employment income in multiple
countries. As both the Chairman and CEO are subject to tax on their worldwide income in their respective home country, the Company
engaged KPMG LLP to study the prevalent practice for handling incremental tax costs incurred by globally mobile executives. Based on that
analysis, in 2015, the Non-Executive Directors decided to tax-equalize all of the employment earnings of the Executive Directors, including
equity income, to their respective home country’s effective income tax and, if applicable, social contribution rates.
STOCK OWNERSHIP
Our Board recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders.
While we do not maintain a formal required stock ownership policy, as of the end of the 2015 financial year, our CEO’s stock holdings, when
viewed as a multiple of his 2015 base salary, is in line with common market practice.
*
The multiple of 2.7 for the CEO shown above is based on shares held and excludes unvested outstanding shares and represents holdings as of December 31, 2015 using a stock price of $6.84. When
considering unvested PSUs as well, the CEO’s stock ownership level is 18 times his base salary.
92 REPORT ON REMUNERATION
OPERATIONS REPORT
Non-Executive Directors elect which portion of their annual retainer fee, committee membership and committee chair fee payments will be
made in cash, common shares of CNH Industrial N.V., or options to purchase common shares. Remuneration of Non-Executive Directors is
fixed and not dependent on the Company’s financial results. Non-Executive Directors are not eligible for variable compensation and do not
participate in any Company incentive plans (collectively, the “Fees”).
Directors eligible to receive compensation under the CNH Industrial Directors’ Compensation Plan do not receive benefits upon termination
of their service as directors.
93
Bonus
Salary/ Compensation/ and Other Non-Monetary Pension &
In Office Annual Fee Annual Fee Incentives Compensation Similar Total
($ actual) Office Held From/To (cash) (Equity) (Non-Equity) (Fringe Benefits)(1) Benefits Remuneration
01/01/2015 -
MARCHIONNE Sergio CHAIRMAN 12/31/2015 1,610,477 - - - 1,285,553 2,896,030
01/01/2015 -
TOBIN Richard CEO 12/31/2015 1,313,342 - 1,270,000 14,732 160,843 2,758,917
01/01/2015 -
TAMMENOMS BAKKER Jacqueline DIRECTOR 12/31/2015 145,000 - - - 24,395 169,395
01/01/2015 -
ELKANN John DIRECTOR 12/31/2015 175,000 - - - - 175,000
01/01/2015 -
GEROWIN Mina DIRECTOR 12/31/2015 108,750 31,665 - - 17,745 158,160
01/01/2015 -
GRIECO Maria Patrizia DIRECTOR 12/31/2015 145,000 - - - - 145,000
01/01/2015 -
HOULE Léo W. DIRECTOR 12/31/2015 145,000 - - - - 145,000
01/01/2015 -
KALANTZIS Peter DIRECTOR 12/31/2015 170,000 - - - - 170,000
01/01/2015 -
LANAWAY John DIRECTOR 12/31/2015 105,000 45,000 - - - 150,000
01/01/2015 -
TABELLINI Guido DIRECTOR 12/31/2015 125,000 - - - - 125,000
01/01/2015 -
THEURILLAT Jacques DIRECTOR 12/31/2015 160,000 - - - 22,443 182,443
Effective on September 20, 2013, 200,000 common shares were reserved for issuance under the CNH Industrial Directors’ Compensation
Plan, as approved by shareholders.
Refer to the following paragraph “Share Ownership” for the stock option and share activity for the year ended December 31, 2015 under
the CNH Industrial Directors’ Compensation Plan and the predecessor companies’ plans adopted by CNH Industrial pursuant to the merger
agreement terms and condition in September 2013.
SHARE OWNERSHIP
Collectively, our Directors and Executive Directors own less than one percent of our outstanding common shares. The following table
summarizes the number of CNH Industrial common shares our directors owned as of December 31, 2015:
The following table summarizes outstanding stock options held by CNH Industrial Directors as of December 31, 2015 under the CNH
Industrial Directors’ Compensation Plan for Non-Executive Directors, the CNH Global Directors’ Compensation Plan (“CNH DCP”) for
Non-Executive Directors and the CNH Global Equity Incentive Plan (“CNH EIP”) for Executive Directors. In connection with the Merger,
CNH Industrial assumed the sponsorship of the CNH DCP and the CNH EIP on September 29, 2013.
Stock options for Non-Executive Directors expire upon the earlier of (i) ten years after the grant date; or (ii) six months after the date an
individual ceases to be a director.
Exercise
Grant Date Price (in $) Gerowin Houle Lanaway Theurillat Tobin(1) Total
Beginning Balance
as of January 1, 2015
(automatic option) 4/7/2006 5.96 - 18,604 18,604 - - 37,208
10/3/2006 4.80 - 20,835 - - - 20,835
12/29/2006 5.91 - 16,942 - 4,233 - 21,175
3/30/2007 8.18 - 12,226 - 3,054 - 15,280
6/30/2007 10.96 - 9,129 - 2,281 - 11,410
9/28/2007 13.02 - 7,682 - 1,917 - 9,599
12/27/2007 14.28 - 7,001 - - - 7,001
3/19/2008 10.77 - 9,286 - - - 9,286
6/17/2008 9.15 - 10,940 - - - 10,940
4/30/2010 6.82 - - - - 234,824 234,824
4/29/2011 10.15 - - - - 189,183 189,183
9/28/2012 8.78 - - - - 483,468 483,468
12/28/2013 11.33 6,402 - - - - 6,402
3/28/2014 11.26 6,442 - - - - 6,442
6/26/2014 10.25 7,073 - - - - 7,073
9/24/2014 7.82 9,271 - - - - 9,271
12/28/2014 8.26 8,777 - - - - 8,777
Beginning Total 37,965 112,645 18,604 11,485 907,475 1,088,174
- Vested/Not Exercised 37,965 112,645 18,604 11,485 746,318 927,017
- Not Vested - - - - 161,157 161,157
Options Granted
in 2015
4/14/2015 8.25 4,394 - - - - 4,394
7/13/2015 9.52 3,808 - - - - 3,808
Total Options
Granted in 2015 8,202 - - - - 8,202
Options Exercised in 2015
4/30/2010 - - - - 234,824 234,824
Total Options
Exercised in 2015 - - - - 234,824 234,824
Options Exercised in 2015 - - - - - -
Total Options
Exercised in 2015 - - - - - -
Ending Balance
as of December 31, 2015
(automatic option) 04/07/2006 5.96 - 18,604 18,604 - - 37,208
10/03/2006 4.80 - 20,835 - - - 20,835
12/29/2006 5.91 - 16,942 - 4,233 - 21,175
03/30/2007 8.18 - 12,226 - 3,054 - 15,280
06/30/2007 10.96 - 9,129 - 2,281 - 11,410
09/28/2007 13.02 - 7,682 - 1,917 - 9,599
12/27/2007 14.28 - 7,001 - - - 7,001
03/19/2008 10.77 - 9,286 - - - 9,286
06/17/2008 9.15 - 10,940 - - - 10,940
04/29/2011 10.15 - - - - 189,183 189,183
09/28/2012 8.78 - - - - 483,468 483,468
12/28/2013 11.33 6,402 - - - - 6,402
03/28/2014 11.26 6,442 - - - - 6,442
06/26/2014 10.25 7,073 - - - - 7,073
09/24/2014 7.82 9,271 - - - - 9,271
12/28/2014 8.26 8,777 - - - - 8,777
4/14/2015 8.25 4,394 - - - - 4,394
7/13/2015 9.52 3,808 - - - - 3,808
Closing Total 46,167 112,645 18,604 11,485 672,651 861,552
- Vested/Not Exercised 46,167 112,645 18,604 11,485 672,651 861,552
- Not Vested - - - - - -
(1) Options granted on 4/29/2011 and 9/28/2012 will expire on 2/26/2017 and 2/24/2018, respectively.
95
The following table summarizes unvested performance share units held by Executive Directors as of December 31, 2015. In connection with
the Merger, the performance targets for those performance share units granted prior to the Merger had been deemed to be met and the
units vested in February 2015.
Weighted
Average
Fair Market
Grant Date Vesting Date Value Tobin Marchionne Total
Beginning Balance as of January 1, 2015
9/30/2010 02/01/2015 $7.47 116,275 - 116,275
1/1/2012 02/01/2015 $8.09 365,103 - 365,103
4/5/2012 02/01/2015 €7.795 - 1,000,000 1,000,000
02/01/2017,
02/01/2018,
6/9/2014 02/01/2019 $9.52 2,955,000 - 2,955,000
Beginning Total 3,436,378 1,000,000 4,436,378
The following table summarizes unvested restricted share units held by Executive Directors as of December 31, 2015:
Weighted
Average Fair
Market
Grant Date Vesting Date Value Tobin Marchionne Total
Beginning Balance as of January 1, 2015
04/05/2012 2/22/2015 €7.795 - 366,666 366,666
12/31/2015,
12/31/2016,
12/31/2017,
06/09/2014 12/31/2018 $10.41 - 2,250,000 2,250,000
Beginning Total - 2,616,666 2,616,666
Vested in 2015
04/05/2012 2/22/2015 €7.795 - 366,666 366,666
06/09/2014 12/31/2015 $10.41 - 750,000 (1) 750,000
Total Vested in 2015 - 1,116,666 1,116,666
(1) The shares vested on December 31, 2015 and were exercised on February 8, 2016.
96 REPORT ON MAJOR
OPERATIONS SHAREHOLDERS
MAJOR SHAREHOLDERS
As of December 31, 2015, our outstanding capital stock consisted of common shares and special voting shares, with each having a par value of
€0.01 per share. As of December 31, 2015, there were 1,362,048,989 common shares and 413,249,206 special voting shares outstanding (net
of 61,225,070 special voting shares held in treasury by the Company).
The following table sets forth information with respect to beneficial ownership of our common shares and special voting shares by persons
who beneficially own 3% or more of combined voting power as a result of their ownership of common shares and special voting shares as
of December 31, 2015 on the basis of the information published on the Netherlands Authority for the Financial Markets website (Autoriteit
Financiële Markten or AFM) and in reference to the up-to-date information on the files of the Company.
(a) There were 1,362,048,989 common shares outstanding as of December 31, 2015. The “Percent of Common Shares” was calculated by using the number of beneficially owned shares as
the numerator, respectively, and the number of the Company’s outstanding common shares as of December 31, 2015 as the denominator.
(b) Each special voting share is entitled to one vote therefore attributing, in effect, double voting rights to the common share to which it is associated. The special voting shares have only
de minimis economic entitlements, in compliance with Dutch law. The special voting shares cannot be traded and are transferrable only in very limited circumstances together with the
associated common shares.
(c) Combined voting power represents common shares and the special voting shares. The “Percent of Combined Voting Power” was calculated as the ratio of (i) the aggregate number of
common shares and special voting shares beneficially owned by the shareholder and (ii) the aggregate number of outstanding common shares and special voting shares of CNH Industrial
as of December 31, 2015. There were 1,775,298,195 common shares and special voting shares outstanding at December 31, 2015.
As of December 31, 2015, EXOR S.p.A.’s voting power in CNH Industrial was approximately 41.3%. EXOR S.p.A., through its voting power, has
the ability to significantly influence the decisions submitted to a vote of our 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.
Our common shares are listed and can be traded on either the NYSE in U.S. dollars or the MTA in euro. The special voting shares are not
listed on the NYSE or the MTA, not tradable and transferable only in very limited circumstances.
Our shares may be held in the following three ways:
If a shareholder holds common shares directly in his or her own name in the United States, such shares are held in registered form in an
account at Computershare Trust Company, N.A., our transfer agent;
Beneficial interests in our common shares that are traded on the NYSE are held through the book-entry system provided by The Depository
Trust Company (“DTC”) and are registered in the register of shareholders in the name of Cede & Co., as DTC’s nominee. Beneficial interests
in the common shares traded on the MTA are held through Monte Titoli S.p.A., the Italian central clearing and settlement system, as a
participant in DTC;
Special voting shares and the associated common shares are registered in the books and records of the Company’s transfer agents in the
United States and Italy. As noted above, the special voting shares and associated common shares are not tradable.
SUBSEQUENT EVENTS REPORT ON 97
AND OUTLOOK OPERATIONS
SUBSEQUENT EVENTS
AND OUTLOOK
SUBSEQUENT EVENTS
CNH Industrial has evaluated subsequent events through March 4, 2016, which is the date the financial statements were authorized for issuance.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in common shares from time to time,
subject to market and business conditions, as previously authorized at the Annual General Meeting held on April 15, 2015. The purchases
are carried out on the MTA, in compliance with applicable rules and regulations, subject to (i) a maximum price per common share equal
to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the
MTA plus 10% (maximum price) and to (ii) a minimum price per common share equal to the average of the lowest price on each of the five
trading days prior to the date of acquisition, as shown in the Official Price List of the MTA minus 10% (minimum price). As of February 26,
2016, the Company has repurchased 800 thousand common shares on the MTA under this buy-back program.
On February 17, 2016, the Venezuelan government devalued its currency and changed its official and most preferential exchange rate to the
CENCOEX rate, which will continue to be used for purchases of certain essential goods, from 6.3 Bs.F. to 10 Bs.F. per U.S. dollar. Venezuela
reduced its three-tier system of exchange rates to two tiers by eliminating the intermediate exchange rate (i.e., the SICAD rate), which
last sold U.S. dollars for 13.5 Bs.F. Effective February 18, 2016, the SIMADI exchange rate was allowed to float freely beginning at a rate
of 202.9 Bs.F. to the U.S. dollar. CNH Industrial is currently in the process of assessing the potential impact, if any, that this change to the
Venezuelan exchange rate mechanism may have on its business, financial position, cash flows and/or results of operations in future periods.
March 4, 2016
Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
O2
CNH INDUSTRIAL
CONSOLIDATED
FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015
100 Consolidated Income Statement
101 Consolidated Statement of Comprehensive Income
102 Consolidated Statement of Financial Position
104 Consolidated Statement of Cash Flows
105 Consolidated Statement of Changes In Equity
106 Notes to the Consolidated Financial Statements
100 CONSOLIDATED CONSOLIDATED
FINANCIAL INCOME
STATEMENTS STATEMENT
AT DECEMBER 31,
2015
CONSOLIDATED
INCOME STATEMENT
($ million) Note 2015 2014
Net revenues (1) 26,378 32,957
Cost of sales (2) 21,659 26,841
Selling, general and administrative costs (3) 2,188 2,753
Research and development costs (4) 905 878
Other income/(expenses) (5) (83) (86)
TRADING PROFIT/(LOSS) 1,543 2,399
Gains/(losses) on the disposal of investments (6) - -
Restructuring costs (7) 79 192
Other unusual income/(expenses) (8) (48) (40)
OPERATING PROFIT/(LOSS) 1,416 2,167
Financial income/(expenses) (9) (805) (776)
Result from investments: (10) 48 91
Share of the profit/(loss) of investees accounted for using the equity method 50 90
Other income/(expenses) from investments (2) 1
PROFIT/(LOSS) BEFORE TAXES 659 1,482
Income taxes (11) 425 566
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 234 916
PROFIT/(LOSS) 234 916
(in $)
BASIC EARNINGS/(LOSS) PER COMMON SHARE (13) 0.17 0.68
DILUTED EARNINGS/(LOSS) PER COMMON SHARE (13) 0.17 0.68
CONSOLIDATED CONSOLIDATED 101
STATEMENT OF FINANCIAL
COMPREHENSIVE INCOME STATEMENTS
AT DECEMBER 31,
2015
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
($ million) Note 2015 2014
PROFIT/(LOSS) (A) 234 916
Other comprehensive income that will not be reclassified subsequently to profit or loss:
Gains/(losses) on the remeasurement of defined benefits plans (24) 155 (417)
Income tax relating to Other comprehensive income that will not be reclassified
subsequently to profit or loss (24) (28) 102
Total Other comprehensive income that will not be reclassified subsequently to profit
or loss, net of tax (B1) 127 (315)
Other comprehensive income that may be reclassified subsequently to profit or loss:
Gains/(losses) on cash flow hedges (24) 154 (215)
Gains/(losses) on fair value of available-for-sale financial assets (24) - -
Gains/(losses) on exchange differences on translating foreign operations (24) (561) (141)
Share of other comprehensive income of entities consolidated by using the equity method (24) (50) (45)
Income tax relating to components of Other comprehensive income that may be
reclassified subsequently to profit or loss (24) (39) 63
Total Other comprehensive income that may be reclassified subsequently to profit
or loss, net of tax (B2) (496) (338)
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX (B) = (B1) + (B2) (369) (653)
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
($ million) Note At December 31, 2015 At December 31, 2014
ASSETS
Intangible assets (14) 5,680 6,031
Property, plant and equipment (15) 6,371 6,733
Investments and other financial assets: (16) 601 690
Investments accounted for using the equity method 560 633
Other investments and financial assets 41 57
Leased assets (17) 1,835 1,518
Defined benefit plan assets 6 20
Deferred tax assets (11) 1,256 1,655
Total Non-current assets 15,749 16,647
Inventories (18) 5,800 7,140
Trade receivables (19) 580 1,054
Receivables from financing activities (19) 19,001 21,472
Current tax receivables (19) 371 324
Other current assets (19) 1,017 1,434
Current financial assets: 265 205
Current securities (20) 54 -
Other financial assets (21) 211 205
Cash and cash equivalents (22) 6,311 6,141
Total Current assets 33,345 37,770
Assets held for sale (23) 23 24
TOTAL ASSETS 49,117 54,441
103
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
(CONTINUED)
($ million) Note At December 31, 2015 At December 31, 2014
EQUITY AND LIABILITIES
Issued capital and reserves attributable to owners of the parent 7,170 7,534
Non-controlling interests 47 43
Total Equity (24) 7,217 7,577
Provisions: 5,589 6,386
Employee benefits (25) 2,494 2,831
Other provisions (26) 3,095 3,555
Debt: (27) 26,458 29,701
Asset-backed financing (27) 12,999 13,587
Other debt (27) 13,459 16,114
Other financial liabilities (21) 69 235
Trade payables (28) 5,342 5,982
Current tax payables 126 206
Deferred tax liabilities (11) 409 399
Other current liabilities (29) 3,907 3,955
Liabilities held for sale - -
Total Liabilities 41,900 46,864
TOTAL EQUITY AND LIABILITIES 49,117 54,441
104 CONSOLIDATED CONSOLIDATED
FINANCIAL STATEMENT
STATEMENTS OF CASH FLOWS
AT DECEMBER 31,
2015
CONSOLIDATED STATEMENT
OF CASH FLOWS
($ million) Note 2015 2014
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (22) 6,141 6,489
B) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:
Profit/(loss) 234 916
Amortization and depreciation (net of vehicles sold under buy-back commitments
and operating leases) 1,179 1,151
(Gains)/losses on disposal of:
Property plant and equipment and intangible assets (net of vehicles
sold under buy-back commitments) (2) (1)
Investments - -
Other non-cash items (37) 271 157
Dividends received 81 88
Change in provisions (141) (70)
Change in deferred income taxes 208 108
Change in items due to buy-back commitments (37) 91 111
Change in operating lease items (37) (400) (582)
Change in working capital (37) 709 (705)
TOTAL 2,230 1,173
C) CASH FLOWS FROM/(USED IN) INVESTMENT ACTIVITIES:
Investments in:
Property, plant and equipment and intangible assets (net of vehicles sold under buy-back
commitments and operating leases) (1,116) (1,698)
Consolidated subsidiaries, net of cash acquired - -
Other investments (5) (104)
Proceeds from the sale of non-current assets (net of vehicles sold under buy-back
commitments) 7 25
Net change in receivables from financing activities (37) 635 (923)
Change in current securities (54) -
Other changes 213 320
TOTAL (320) (2,380)
D) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Bonds issued 1,311 2,759
Repayment of bonds (1,876) -
Issuance of other medium-term borrowings 2,065 2,306
Repayment of other medium-term borrowings (2,309) (2,520)
Net change in other financial payables and other financial assets/liabilities (37) 75 (808)
Capital increase 24 18
Dividends paid (297) (382)
TOTAL (1,007) 1,373
Translation exchange differences (733) (514)
E) TOTAL CHANGE IN CASH AND CASH EQUIVALENTS 170 (348)
F) CASH AND CASH EQUIVALENTS AT END OF YEAR (22) 6,311 6,141
CONSOLIDATED CONSOLIDATED 105
STATEMENT OF FINANCIAL
CHANGES STATEMENTS
IN EQUITY AT DECEMBER 31,
2015
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Cumulative
share of OCI
of entities
Cumulative Defined consolidated
translation Available-for- benefit plans under the Non-
Capital Earnings Cash flow adjustment sale financial remeasurement equity controlling
($ million) Share capital reserves reserves hedge reserve reserve assets reserve reserve method interests Total
AT DECEMBER 31, 2013 25 3,114 5,005 55 (379) - (207) (22) 71 7,662
Capital increase - 18 - - - - - - - 18
Dividends distributed - - (375) - - - - - (7) (382)
Increase/(decrease) in the
Reserve for share-based
payments - 38 - - - - - - - 38
Total comprehensive income
for the year - - 917 (152) (139) - (312) (45) (6) 263
Other changes - - (7) - - - - - (15) (22)
AT DECEMBER 31, 2014 25 3,170 5,540 (97) (518) - (519) (67) 43 7,577
Capital increase - 28 - - - - - - 16 44
Dividends distributed - - (291) - - - - - (6) (297)
Increase/(decrease) in the
Reserve for share-based
payments - 29 - - - - - - - 29
Total comprehensive income
for the year - - 236 115 (559) - 127 (50) (4) (135)
Other changes - - 1 - - - - - (2) (1)
AT DECEMBER 31, 2015 25 3,227 5,486 18 (1,077) - (392) (117) 47 7,217
106 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
a “business combination involving entities or businesses under common control”, it was outside the scope of
application of IFRS 3 – Business Combinations. Accordingly, no adjustments were made to the carrying amounts
of the assets and the liabilities of Fiat Industrial. This resulted in the amounts recognized in the consolidated
balance sheet post-merger being equal to those reported in the consolidated balance sheet of Fiat Industrial
pre-merger. The main effect of the Merger was the post-merger attribution to owners of the parent of the
previous non-controlling interests in the profit and loss and shareholder’s equity of former CNH Global N.V. for no
consideration. This effect was immaterial on the CNH Industrial’s consolidated profit and loss for the year ended
December 31, 2013.
On January 1, 2011, Fiat S.p.A. (which effective October 12, 2014 was merged into Fiat Chrysler Automobiles
N.V. or “FCA”) effected a “demerger” under Article 2506 of the Italian Civil Code (the “Demerger”). Pursuant to
the Demerger, Fiat transferred its ownership interest in FNH to a new holding company, Fiat Industrial, including
Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its industrial
and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat
Industrial. In connection with the Demerger, shareholders of Fiat S.p.A. received shares of capital stock of Fiat
Industrial. Accordingly, as of January 1, 2011, Fiat Industrial owned approximately 89% of CNH Global’s outstanding
common shares through FNH. Fiat Industrial was a corporation organized under the laws of the Republic of Italy
whose stock was traded on the Milan stock exchange.
Until December 31, 2013, CNH Industrial presented its Consolidated Financial Statements, prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”) and adopted by the European Union (“EU-IFRS”), in euros and including three reportable segments:
Agricultural and Construction Equipment inclusive of its financial services activities, Trucks and Commercial
Vehicles inclusive of its financial services activities, and Powertrain.
Beginning with the filing with the SEC of its Annual Report on Form 20-F for the fiscal year ended December 31,
2013, prepared in accordance with accounting standards generally accepted in the United States (“U.S. GAAP”),
CNH Industrial reports quarterly and annual financial results both under U.S. GAAP for SEC reporting purposes
and under EU-IFRS for European listing purposes and for Dutch law requirements. Financial statements under
both sets of accounting principles use U.S. dollar as the presentation currency. Prior period results, prepared
in euro, were consistently recast. In addition, CNH Industrial expanded its reportable segments from three to
five: Agricultural Equipment, Construction Equipment, Commercial Vehicles, Powertrain and Financial Services.
Prior period results were consistently recast. The activities carried out by Agricultural Equipment, Construction
Equipment, Commercial Vehicles and Powertrain, as well as Corporate functions, are collectively referred to as
“Industrial Activities”.
EU-IFRS differs in certain significant respects from U.S. GAAP. In order to help readers understand the difference
between the CNH Industrial’s two sets of financial statements, the Group has provided, on a voluntary basis, a
reconciliation from EU-IFRS to U.S. GAAP as included in Note 38 “EU-IFRS to U.S. GAAP reconciliation”.
Basis of consolidation
Subsidiaries
Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
the contractual arrangement with the other vote holders of the investee;
rights arising from other contractual arrangements;
the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. The financial statements of subsidiaries are included in
the Consolidated Financial Statements from the date that control commences until the date that control ceases.
Non-controlling interests in the net assets of consolidated subsidiaries and non-controlling interests in the profit
or loss of consolidated subsidiaries are presented separately from the interests of the owners of the parent in
109
the consolidated statement of financial position and income statement respectively. Losses applicable to non-
controlling interests which exceed the non-controlling interests in the subsidiary’s equity are debited to non-
controlling interests.
Changes in the Group’s ownership interests in subsidiaries that do not result in the loss of control are accounted for
as equity transactions. The carrying amounts of the equity attributable to owners of the parent and non-controlling
interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between
the book value of the non-controlling interests and the fair value of the relevant consideration is recognized directly
in the equity attributable to the owners of the parent.
If the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the
difference between (i) the aggregate of the fair value of the relevant consideration and the fair value of any retained
interest and (ii) the carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-
controlling interests. Any profits or losses recognized in other comprehensive income in respect of the subsidiary
are accounted for as if the subsidiary had been sold (i.e. are reclassified to profit or loss or transferred directly to
retained earnings depending on the applicable IFRS).
Subsidiaries that are either dormant or generate a negligible volume of business, are not consolidated. Their impact
on the Group’s assets, liabilities, financial position and profit/(loss) attributable to the owners of the parent is
immaterial.
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing
control. Investments in joint ventures are accounted for using the equity method from the date that joint control
commences until the date that joint control ceases.
Associates
Associates are enterprises over which the Group has significant influence. As defined in IAS 28 – Investments
in Associates and Joint Ventures, significant influence is the power to participate in the financial and operating
policy decisions of the investee but is not control or joint control of those policies. Investments in associates are
accounted for using the equity method from the date that significant influence commences until the date that
significant influence ceases. When the Group’s share of losses of an associate, if any, exceeds the carrying amount
of the associate in the Group’s statement of financial position, the carrying amount is reduced to nil and recognition
of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the
associate.
Average 2015 At December 31, 2015 Average 2014 At December 31, 2014
Euro 0.901 0.919 0.753 0.824
Pound sterling 0.654 0.674 0.607 0.642
Swiss franc 0.962 0.995 0.914 0.990
Polish zloty 3.771 3.917 3.149 3.520
Brazilian real 3.335 3.960 2.349 2.653
Canadian dollar 1.278 1.388 1.104 1.158
Argentine peso 9.258 12.984 8.115 8.551
Turkish lira 2.726 2.918 2.188 2.333
appropriate rate to use as of September 30, 2015. As a result, CNH Industrial has adopted the SIMADI exchange
rate in the third quarter to re-measure the net monetary assets denominated in bolivars and to convert revenues
and expenses of its Venezuelan subsidiary adopting the SIMADI rate of Bs.F 199.42 per U.S. dollar. CNH Industrial
now considers the SIMADI rate more reflective of the current economic environment in Venezuela and future
transactions at the SICAD rate appear highly unlikely. As a result, CNH Industrial recorded in “Financial income/
(expenses)” in the consolidated income statement for the three and nine months ended September 30, 2015, a
pre- and after-tax charge of $150 million primarily related to this re-measurement. In this context, CNH Industrial
assessed the non-monetary assets of its Venezuelan operations for impairment, which resulted in no additional
charges. Following the adoption of the SIMADI rate and related re-measurement, CNH Industrial’s results of
operations in Venezuela in the six months ended December 31, 2015 generated less than 1% of both CNH
Industrial’s net revenues and trading profit.
As of December 31, 2015, CNH Industrial continues to control and therefore consolidate its Venezuelan operations.
Despite the significant macroeconomic challenges in the country, CNH Industrial intends to continue its presence in
the Venezuelan market for the foreseeable future. CNH Industrial continues to monitor the Venezuelan economic
situation and is actively engaged in discussions with the Venezuelan government agencies concerning its ongoing
business activities. If, in the future, it concludes that it no longer maintains control over its operations in Venezuela,
CNH Industrial may need to de-consolidate its operations in Venezuela, which would result in a pre- and after-tax
charge of approximately $90 million using the December 31, 2015 rate of 198.70 Bs.F. per U.S. dollar.
On February 17, 2016, the Venezuelan government devalued its currency and introduced further changes to its
exchange rate mechanism. See “Note 39. Subsequent events” for further information.
Business combinations
Business combinations are accounted for by applying the acquisition method. Under this method:
the consideration transferred in a business combination is measured at fair value, which is calculated as the sum
of the acquisition-date fair values of the assets transferred and liabilities assumed by the Group and the equity
interests issued in exchange for control of the acquiree. Acquisition-related costs are generally recognized in
profit or loss as incurred;
at the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair
value at that date, except for deferred tax assets and liabilities, assets and liabilities relating to employee benefit
arrangements, liabilities or equity instruments relating to share-based payment arrangements of the acquiree or
share-based payment arrangements of the Group entered into to replace share-based payment arrangements
of the acquire, assets (or disposal groups) that are classified as held for sale, which are measured in accordance
with the relevant standard;
goodwill is measured as the excess of the aggregate of the consideration transferred in the business combination,
the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed. If the net of the acquisition-date amounts of the identifiable assets acquired
and liabilities assumed exceeds the aggregate of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the
excess is recognized immediately in profit or loss as a gain from a bargain purchase;
112 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
non-controlling interest is initially measured either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets. The selection of the measurement method is made on a transaction-
by-transaction basis;
any contingent consideration arrangement in the business combination is measured at its acquisition-date fair
value and included as part of the consideration transferred in the business combination in order to determine
goodwill. Changes in the fair value of the contingent consideration that qualify as measurement period
adjustments are recognized retrospectively, with corresponding adjustments to goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the ‘measurement period’
(which may not exceed one year from the acquisition date) about facts and circumstances that existed as of the
acquisition date. Any changes in fair value after the measurement period are recognized in profit or loss.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree
is remeasured at its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss.
Changes in the equity interest in the acquiree that have been recognized in Other comprehensive income in prior
reporting periods are reclassified to profit or loss as if the interest had been disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete
in the Consolidated Financial Statements. Those provisional amounts are adjusted during the above-mentioned
measurement period to reflect new information obtained about facts and circumstances that existed at the
acquisition date which, if known, would have affected the amounts recognized at that date.
Business combinations that took place prior to January 1, 2010 were accounted for in accordance with the version
of IFRS 3 effective before the 2008 amendments, as permitted by the revised standard.
Intangible assets
Goodwill
Goodwill is not amortized, but is tested for impairment annually or more frequently if events or changes in
circumstances indicate that it might be impaired. After initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
113
Development costs
Development costs for vehicle production project (trucks, buses, agricultural and construction equipment and
engines) are recognized as an asset if and only if both of the following conditions are met: a) development costs
can be measured reliably and b) the technical feasibility of the product, volumes and pricing support the view that
the development expenditure will generate future economic benefits. Capitalized development costs include all
direct and indirect costs that may be directly attributed to the development process. Capitalized development
costs are amortized on a systematic basis from the start of production of the related product over the product’s
estimated average life, as follows:
N° of years
Trucks and buses 4-8
Agricultural and construction equipment 5
Engines 8-10
Depreciation
Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:
Depreciation rates
Buildings 2.5% - 10%
Plant, machinery and equipment 4% - 20%
Other assets 10% - 33%
Finance leases
Future minimum lease payments from lessees are classified as Receivables from financing activities. Lease payments
are recognized as the repayment of the principal and financial income remunerating the initial investment and the
services provided.
Leased assets
Leased assets include vehicles leased to retail customers by the Group’s leasing companies under operating lease
arrangements. They are stated at cost and depreciated at annual rates of between 20% and 33%.
When such assets are no longer leased and become held for sale, the Group reclassifies their carrying amount to
Inventories.
Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets
(as defined under IAS 23 – Borrowing Costs), which are assets that necessarily take a substantial period of time to
get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to
which they refer.
All other borrowing costs are expensed when incurred.
Impairment of assets
The Group reviews, at least annually, the recoverability of the carrying amount of intangible assets (including
capitalized development costs) and property, plant and equipment, in order to determine whether there is any
indication that those assets have suffered an impairment loss. Goodwill and Intangible assets with indefinite useful
lives are tested for impairment annually or more frequently, if there is an indication that an asset may be impaired.
If indicators of impairment are present, the carrying amount of the assets is reduced to its recoverable amount
that is the higher of its fair value less disposal costs and its value in use. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs. In assessing its value in use, the pre-tax estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. An impairment loss is recognized when the recoverable amount is lower
than the carrying amount.
Where a previous impairment loss for assets other than goodwill no longer exists or has decreased, the carrying
amount of the asset or cash-generating unit is increased up to the revised estimate of its recoverable amount, but
not in excess of the carrying amount that would have been recorded had no impairment loss been recognized. A
reversal of an impairment loss is recognized in profit or loss immediately.
115
Financial instruments
Presentation
Financial instruments held by the Group are presented in the financial statements as described in the following
paragraphs.
Investments and other non-current financial assets comprise investments in unconsolidated companies and other
non-current financial assets (held-to-maturity securities, non-current loans and receivables and other non-current
available-for-sale financial assets).
Current financial assets, as defined in IAS 39, include trade receivables, receivables from financing activities (retail
financing, dealer financing, lease financing and other current loans to third parties), current securities and other
current financial assets (which include derivative financial instruments stated at fair value as assets), as well as cash
and cash equivalents.
In particular, Cash and cash equivalents include cash at banks, units in liquidity funds and other money market
securities that are readily convertible into cash and are subject to an insignificant risk of changes in value.
Current securities include short-term or marketable securities which represent temporary investments of available
funds and do not satisfy the requirements for being classified as cash equivalents; current securities include both
available-for-sale and held-for-trading securities.
Financial liabilities refer to debt, which includes asset-backed financing, and other financial liabilities (which include
derivative financial instruments stated at fair value as liabilities), trade payables and other payables.
Measurement
Investments in unconsolidated companies classified as non-current financial assets are accounted for as described
in the paragraph “Basis of consolidation”.
Non-current financial assets other than investments, as well as current financial assets and financial liabilities, are
accounted for in accordance with IAS 39 – Financial Instruments: Recognition and Measurement.
Current financial assets and held-to-maturity securities are recognized on the basis of the settlement date and, on
initial recognition, are measured at fair value, including transaction costs.
Subsequent to initial recognition, available-for-sale and held-for-trading financial assets are measured at fair
value. When market prices are not available, the fair value of available-for-sale financial assets is measured using
appropriate valuation techniques (e.g. discounted cash flow analysis based on market information available at the
balance sheet date).
Gains and losses on available-for-sale financial assets are recognized directly in other comprehensive income until
the financial asset is disposed of or is determined to be impaired; when the asset is disposed of, the cumulative gains
or losses, including those previously recognized in other comprehensive income, are reclassified to profit or loss for
the period; when the asset is impaired, accumulated losses are recognized to profit or loss. Gains and losses arising
from changes in the fair value of held-for-trading financial instruments are included in profit or loss for the period.
Loans and receivables which are not held by the Group for trading (loans and receivables originating in the course
of business), held-to-maturity securities and all financial assets for which published price quotations in an active
market are not available and whose fair value cannot be determined reliably, are measured, to the extent that they
have a fixed term, at amortized cost, using the effective interest method. When the financial assets do not have
a fixed term, they are measured at acquisition cost. Receivables with maturities of over one year which bear no
interest or an interest rate significantly lower than market rates are discounted using market rates.
Assessments are made regularly as to whether there is any objective evidence that a financial asset or group of
assets may be impaired. If any such evidence exists, an impairment loss is included in profit or loss for the period.
Except for derivative instruments, financial liabilities are measured at amortized cost using the effective interest
method.
Financial assets and liabilities hedged by derivative instruments are measured in accordance with hedge accounting
principles applicable to fair value hedges: gains and losses arising from remeasurement at fair value, due to changes
in the respective hedged risk, are recognized in profit or loss and are offset by the effective portion of the loss or
gain arising from remeasurement at fair value of the hedging instrument.
116 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Inventories
Inventories of raw materials, semi-finished products and finished goods, (including assets leased out under operating
lease) are stated at the lower of cost or market. Cost is determined by the first-in-first-out (FIFO) method. Cost
includes the direct costs of materials, labor and indirect costs (variable and fixed). Provision is made for obsolete
and slow-moving raw materials, finished goods, spare parts and other supplies based on their expected future use
and realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs for sale and distribution.
The measurement of construction contracts is based on the stage of completion determined as the proportion
that cost incurred to the balance sheet date bears to the estimated total contract cost. These items are presented
net of progress billings received from customers. Any losses on such contracts are fully recorded in profit or loss
when they become known.
Employee benefits
Pension plans
The present value of a defined benefit obligation and the related current service cost (and past service cost, where
applicable) for defined benefit pension plans are determined on an actuarial basis using the projected unit credit
method.
The net defined benefit liability that the Group recognizes in the statement of financial position represents the
present value of the defined benefit obligation reduced by the fair value of any plan assets (deficit). In case of a
surplus, a net defined benefit asset is recognized at the lower of the surplus and the asset ceiling.
Remeasurements of the net defined benefit liability/asset (that comprise: a) actuarial gains and losses, b) return on
plan assets, excluding amounts included in net interest on the net defined benefit liability/asset, and c) any change
in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability/asset)
are recognized directly in other comprehensive income without reclassification to profit or loss in subsequent years.
Past service cost resulting from a plan amendment (the introduction or withdrawal of, or changes to, a defined
benefit plan) or a curtailment (a significant reduction in the number of employees covered by a plan) and gain or
loss on settlements (a transaction that eliminates all further legal or constructive obligations for part or all of the
benefits) are recognized in profit or loss in the period in which they occur (or, in case of past service costs, when
the entity recognizes related restructuring costs or termination benefits, if earlier).
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset and is recognized
as Financial income/(expenses) in profit or loss. Current service cost and all other costs and income arising from
the measurement of pension plan provisions are allocated to costs by function in profit or loss.
Provisions
The Group records provisions when it has an obligation, legal or constructive, to a third party, as a result from a
past event, when it is probable that an outflow of Group resources will be required to satisfy the obligation and
when a reliable estimate of the amount can be made.
Changes in estimates are reflected in profit or loss in the period in which the change occurs.
Treasury shares
Treasury shares are presented as a deduction from equity. The original cost of treasury shares and the proceeds
of any subsequent sale are presented as movements in equity.
Revenue recognition
Revenue is recognized if it is probable that the economic benefits associated with a transaction will flow to the
Group and the revenue can be measured reliably. Revenues are stated net of discounts, allowances, settlement
discounts and rebates, as well as costs for sales incentive programs, determined on the basis of historical costs,
country by country, and charged against profit for the period in which the corresponding sales are recognized. The
Group’s sales incentive programs include the granting of retail financing at significant discount to market interest
rates. The corresponding cost is recognized at the time of the initial sale.
Revenues from the sale of products are recognized when the risks and rewards of ownership of the goods are
transferred to the customer, the sales price is agreed or determinable and receipt of payment can be assumed:
this generally corresponds to the date when the vehicles are made available to non-group dealers, or the delivery
date in the case of direct sales. New vehicle sales with a buy-back commitment are not recognized at the time of
delivery but are accounted for as operating leases. More specifically, vehicles sold with a buy-back commitment
by Commercial Vehicles are accounted for as Property, plant and equipment because agreements usually have a
long-term buy-back commitment. The difference between the carrying value (corresponding to the manufacturing
cost) and the estimated resale value (net of refurbishing costs) at the end of the buy-back period is depreciated
on a straight-line basis over the same period. The initial sale price received is recognized as an advance payment in
liabilities. The difference between the initial sale price and the buy-back price is recognized as rental revenue on a
straight-line basis over the term of the operating lease. Assets sold under a buy-back commitment that are initially
recognized in Property, plant and equipment are reclassified to Inventories at the end of the agreement term if
they are held for sale. The proceeds from the sale of such assets are recognized as Revenues.
Revenues from construction contracts are recognized by reference to the stage of completion.
Revenues from the sale of extended warranties and maintenance contracts are recognized over the life of the
contract and matched to related costs. Given their nature, margins on these contracts are recognized only when
all associated costs can be estimated reliably, which is generally in the final period of the contractual term. In the
event that estimated costs to fulfill the contract obligations exceed contract revenues, the estimated contract loss
is recognized as soon as it is identified.
Revenues also include lease rentals and interest income from Financial Services.
119
Cost of sales
Cost of sales comprises the cost of manufacturing products and the acquisition cost of purchased merchandise
which has been sold. It includes all directly attributable material and production costs and all production overheads.
These include the depreciation of property, plant and equipment and the amortization of intangible assets relating
to production and write-downs of inventories. Cost of sales also includes freight and insurance costs relating to
deliveries to dealers and agency fees in the case of direct sales.
Cost of sales also includes provisions made to cover the estimated cost of product warranties at the time of sale
to dealer networks or to the end customer.
Expenses which are directly attributable to the Financial Services business, including the interest expense related
to the financing of Financial Services business as a whole and charges for risk provisions and write-downs, are
reported in cost of sales.
Government grants
Government grants are recognized in the financial statements when there is reasonable assurance that the
company concerned will comply with the conditions for receiving such grants and that the grants themselves will
be received. Government grants are recognized as income over the periods necessary to match them with the
related costs which they are intended to offset.
The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit
of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan
(fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the policies
already used for the recognition of government grants.
Income taxes
Income taxes include all taxes based upon the taxable profits of the Group. Taxes on income are recognized in
profit or loss except to the extent that they relate to items recognized directly in equity or in other comprehensive
income, in which case the related tax effect is recognized directly in equity or in other comprehensive income.
Provisions for income taxes that could arise on the distribution of a subsidiary’s undistributed profits are only
made where there is a current intention to distribute such profits. Other taxes not based on income, such as
property taxes and taxes on capital, are included in operating expenses. Deferred taxes are provided using the full
liability method. They are calculated on all temporary differences between the tax base of an asset or liability and
the carrying amounts in the Consolidated Financial Statements, except for those arising from non-tax-deductible
goodwill and for those related to investments in subsidiaries where it is possible to control the reversal of the
differences and reversal will not take place in the foreseeable future. Deferred tax assets relating to the carry-
forward of unused tax losses and tax credits, as well as those arising from temporary differences, are recognized
to the extent that it is probable that future profits will be available against which they can be utilized. Current
and deferred income tax assets and liabilities are offset when the income taxes are levied by the same taxation
authority and where there is a legally enforceable right of offset. Deferred tax assets and liabilities are measured at
the substantively enacted tax rates in the respective jurisdictions in which the Group operates that are expected
to apply to taxable income in the periods in which temporary differences reverse or expire.
Dividends
Dividends payable by the Group are reported as a change in equity in the period in which they are approved by
shareholders in their Annual General Meeting (“AGM”).
120 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Use of estimates
The preparation of financial statements and related disclosures that conform to EU-IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities and reported amounts of income and expenses. The estimates and related assumptions are
based on available information at the date of preparation of the financial statements, on historical experience and
other relevant factors. Actual results may differ from the estimates.
Particularly in light of the current economic uncertainty, developments occurring during 2014 and following years
may differ from CNH Industrial’s estimates and assumptions, and therefore might require significant adjustments
to the carrying amount of certain items, which as of the date of these Consolidated Financial Statements cannot
be accurately estimated or predicted. The principal items affected by estimates are the allowances for doubtful
accounts receivable and inventories, non-current assets (tangible and intangible assets), the residual values of
vehicles leased out under operating lease arrangements or sold with buy-back clauses, sales allowances, product
warranties, pension and other post-employment benefits, deferred tax assets and contingent liabilities.
Estimates and assumptions are periodically reviewed and the effects of any changes are recognized in the period
in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
The following are the critical judgments and the key assumptions concerning the future that management has made
in the process of applying the Group’s accounting policies and that may have the most significant effect on the
amounts recognized in the Consolidated Financial Statements or that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.
The analysis of the recoverable amount of non-current assets other than goodwill is usually performed using
estimates of future expected cash flows from the use or disposal of the asset and an appropriate discount rate
in order to calculate present value. If the carrying amount is deemed to be impaired, the Group recognizes an
impairment loss for the amount by which the carrying amount of the asset exceeds its estimated recoverable
amount from use or disposal determined by reference to the cash flows included in its most recent business
forecasts.
With reference to goodwill, around 69% of capitalized goodwill relates to Agricultural Equipment amounting to
$1,688 million at December 31, 2015, around 24% of capitalized goodwill relates to Construction Equipment
amounting to $580 million at December 31, 2015 and around 5% of capitalized goodwill relates to Financial Services
amounting to $128 million at December 31, 2015. The impairment test of such goodwill is performed at the cash
generating unit level, the segment level. The recoverable amount of the cash generating units is determined using
multiple valuation methodologies, relying largely on an income approach (based on the present value of estimated
future cash flows) but also incorporating value indicators from a market approach. The carrying amount of a cash
generating unit is then compared to the recoverable amount to determine if there is an impairment loss. Further
details on the goodwill impairment test are included in Note 14.
In view of the present economic and financial situation, the Group has the following considerations in respect of
its future prospects:
When carrying out impairment testing of tangible and intangible assets, the Group took into account its expected
performance in the period 2016-2018 consistent with the business plan presented to the financial community
in May 2014, as adjusted to take into consideration changes in the applicable economic environment for each
cash - generating unit. CNH Industrial extended such projections for subsequent years to appropriately cover
the period of analysis. The analysis performed in 2015 (consistently with prior year) did not indicate the need to
recognize any significant impairment loss.
Should the assumptions underlying the forecast deteriorate further the following is noted:
The Group’s tangible and intangible assets with a finite useful life (mostly development costs) relate to
models or products with high technological content in line with the latest environmental laws and regulations,
which consequently makes them competitive in the current economic environment, especially in the
more mature economies in which particular attention is placed on the eco-sustainability of those types of
products. Consequently, despite the fact that the capital goods sector (in particular, commercial vehicles and
construction equipment in certain specific geographical areas) is one of the markets most affected by the crisis
in the immediate term, management considers that is highly probable that the life cycle of these products can
be lengthened to extend over the period of time involved in a slower economic recovery, allowing the Group
to achieve sufficient cash flows to cover the investments, although over a longer period of time.
With reference to goodwill, the Group performed a sensitivity analysis on impairment, as disclosed in Note 14.
Residual values of assets leased out under operating lease arrangements or sold with a buy-back
commitment
CNH Industrial records assets rented to customers or leased to them under operating lease as tangible assets.
Furthermore, new vehicle sales with a buy-back commitment are not recognized as sales at the time of delivery
but are accounted for as operating lease if it is probable that the vehicle will be bought back. Income from such
operating lease is recognized on a straight-line basis over the term of the lease. Depreciation expense for assets
subject to operating lease is recognized on a straight-line basis over the lease term in amounts necessary to reduce
the cost of an asset to its estimated residual value at the end of the lease term. The estimated residual value of
leased assets is calculated at the lease commencement date on the basis of published industry information and
historical experience.
Realization of the residual values is dependent on CNH Industrial’s future ability to market the assets under
the then-prevailing market conditions. The Group continually evaluates whether events and circumstances have
occurred which impact the estimated residual values of the assets on operating lease. The used vehicle market was
carefully monitored throughout 2014 to ensure that write-downs were properly determined. However, it cannot
be dismissed that additional write-downs may be required if market conditions should deteriorate further.
122 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Sales allowances
CNH Industrial grants certain sales incentives to support sales of its products to retail customers. At the later of
the time of sale or the time an incentive is announced to dealers, CNH Industrial records the estimated impact of
sales allowances in the form of dealer and customer incentives as a reduction of revenue. The expense for new
programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated. The
determination of sales allowances requires management to make estimates based upon historical data, estimated
future market demand for products, field inventory levels, announced incentive programs, competitive pricing and
interest rates, among other things.
Product warranties
CNH Industrial makes provisions for estimated expenses related to product warranties at the time products
are sold. Management establishes these estimates based on historical information on the nature, frequency and
average cost of warranty claims. The Group seeks to improve vehicle quality and minimize warranty expenses
arising from claims. Warranty costs may differ from those estimated if actual claim rates are higher or lower than
historical rates.
Contingent liabilities
CNH Industrial is the subject of legal proceedings and tax issues covering a range of matters, which are pending in
various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of
such matters. The cases and claims against CNH Industrial often raise difficult and complex factual and legal issues,
which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular
case and claim, the jurisdiction and the differences in applicable law. In the normal course of business management
consults with legal counsel and certain other experts on matters related to litigation and taxes. The Group accrues
a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably
estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.
Accounting standards, amendments and interpretations not yet applicable and not early
adopted by the Group
At the date of these Consolidated Financial Statements, the European Union has completed its endorsement
process for the following standards and amendments:
On May 6, 2014 the IASB issued amendments to IFRS 11 – Joint Arrangements: Accounting for Acquisitions of
Interests in Joint Operations, adding a new guidance on how to account for the acquisition of an interest in a
joint operation that constitutes a business. These amendments are effective, retrospectively, for annual periods
beginning on or after January 1, 2016, with earlier application permitted. No significant effect is expected from
the adoption of these amendments.
On May 12, 2014, the IASB issued an amendment to IAS 16 – Property, Plant and Equipment and to IAS 38 –
Intangible Assets. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of
an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally
reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also
clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of
the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain
limited circumstances. These amendments are effective for annual periods beginning on or after January 1, 2016,
with early application permitted. No significant effect is expected from the adoption of this amendment.
On August 12, 2014, the IASB published Equity Method in Separate Financial Statements (Amendments to IAS 27).
The amendments to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries,
joint ventures and associates in their separate financial statements. The amendments will be effective from
annual periods commencing on or after January 1, 2016. No significant effect is expected from the adoption of
these amendments.
124 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
On September 25, 2014, the IASB issued the Annual Improvements to IFRSs 2012–2014 Cycle. The most important
topics addressed in these amendments are changes in method of disposal in IFRS 5 – Non-current Assets Held
for Sale and Discontinued operations, the definition of servicing contracts and the applicability of the amendments
to IFRS 7 – Financial Instruments: Disclosures to condensed interim financial statements, the issue of the discount
rate to be used for regional markets in IAS 19 – Employee benefits and other disclosures to be incorporated by
cross-reference to information outside the interim financial statements according to IAS 34 – Interim Financial
Reporting. These amendments are effective for annual periods beginning on or after January 1, 2016. No
significant effect is expected from the adoption of these amendments.
On December 18, 2014, the IASB issued amendments to IAS 1 - Presentation of Financial Statements as part
of its major initiative to improve presentation and disclosure in financial reports. The amendments make clear
that materiality applies to the whole of financial statements and that the inclusion of immaterial information
can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should
use professional judgment in determining where and in what order information is presented in the financial
disclosures. The application of these amendments is mandatory for annual periods beginning on or after
January 1, 2016, with early application permitted. No significant effect is expected from the adoption of these
amendments.
At the date of these Consolidated Financial Statements, the European Union has not yet completed its endorsement
process for the following standards and amendments:
On May 28, 2014, the IASB issued the new standard IFRS 15 – Revenue from Contracts with Customers. The
standard requires a company to recognize revenue upon transfer of control of goods or services to a customer
at an amount that reflects the consideration it expects to receive. This new revenue recognition model defines
a five step process to achieve this objective. The updated guidance also requires additional disclosures about
the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The
new standard supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue and IFRICs 13, 15 and 18, as well
as SIC-31, and is effective on a retrospectively basis for annual periods beginning on or after January 1, 2018
(the effective date of the Standard has been deferred by the IASB from January 1, 2016, to January 1, 2018,
through a specific amendment issued in September 2015). The Group is currently evaluating the method of
implementation and impact of the adoption of this standard on its consolidated financial statements.
On July 24, 2014 the IASB completed and issued the new IFRS 9 – Financial Instruments. The improvement
package introduced by the new standard includes a logical model for classification and measurement of financial
instruments, a single expected loss impairment model for financial assets and a substantially reformed approach
for hedge accounting. Entities should apply this new standard retrospectively from January 1, 2018. Early
application is permitted. The Group is currently evaluating the method of implementation and impact of the
adoption of this standard on its consolidated financial statements.
On September 11, 2014, the IASB issued amendments to IFRS 10 - Consolidated Financial Statements and IAS
28 - Investments in Associates and Joint Ventures (2011). The amendments deal with the sale or contribution of
assets between an investor and its associate or joint venture, and provide that a full gain or loss is recognized
when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is
recognized when a transaction involves assets that do not constitute a business, even if these assets are housed
in a subsidiary. The effective date of the amendments has not yet been determined by the IASB. The Group
is currently evaluating the method of implementation and impact of the adoption of these amendments on its
consolidated financial statements.
On January 13, 2016, the IASB issued the accounting standard IFRS 16 – Leases, replacing IAS 17. IFRS 16
introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases
with a term of more than 12 months, unless the underlying asset is of low value. Lessees will be required
to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability
representing its obligation to make lease payments. Lessor accounting requirements of IAS 17 are carried
forward by IFRS 16; accordingly, a lessor will continue to classify its leases as operating leases or finance leases,
and to account for those two types of leases differently. IFRS 16 is effective January 1, 2019. Early application is
permitted for companies that also apply IFRS 15 – Revenue from Contracts with Customers. The Group is currently
evaluating the method of implementation and impact of the adoption of this standard on its consolidated
financial statements.
125
On January 19, 2016, the IASB issued narrow-scope amendments to IAS12 – Income Taxes. The amendments
clarify the requirements on recognition of deferred tax assets for unrealized losses on debt instruments
measured at fair value, to address diversity in practice. Entities are required to apply the amendments for annual
periods beginning on or after January 1, 2017. Earlier application is permitted. The Group is currently evaluating
the method of implementation and impact of the adoption of these amendments on its consolidated financial
statements.
On January 29, 2016, the IASB issued minor amendments to IAS 7 - Statement of Cash Flows introducing additional
disclosures that will enable users of financial statements to evaluate changes in liabilities arising from financing
activities. The amendments are effective from January 1, 2017, with earlier adoption permitted.
SCOPE OF CONSOLIDATION
The Consolidated Financial Statements of the Group as of December 31, 2015 include CNH Industrial N.V. and
179 consolidated subsidiaries in which CNH Industrial N.V., directly or indirectly, has a majority of the voting rights,
over which it exercises control, or from which it is able to derive benefit by virtue of its power to govern corporate
financial and operating policies. A total of 192 subsidiaries were consolidated at December 31, 2014.
Excluded from consolidation are 14 subsidiaries that are either dormant or generate a negligible volume of business:
their proportion of the Group’s assets, liabilities, financial position and earnings is immaterial. In particular, 11 of
such subsidiaries are accounted for using the cost method, and represent in aggregate less than 0.01 percent of
Group revenues, equity and total assets.
The Group has not subsidiaries with material non-controlling interests and has no unconsolidated structured
entities.
There have been no significant changes in the scope of consolidation during 2015.
BUSINESS COMBINATIONS
On November 26, 2014, CNH Industrial completed the acquisition of substantially all of the assets of Miller-St.
Nazianz, Inc. (“Miller”) for a total consideration of $106 million. The acquisition was funded using existing cash
balances. Miller is a leading manufacturer of precision spraying equipment. The results of the acquired business for
the period from the acquisition date are included in the accompanying Consolidated Financial Statements and are
reported in the Agricultural Equipment segment.
Of the $106 million purchase price, $12 million was attributable to accounts receivable, $18 million to inventory,
$16 million to property, plant and equipment, $8 million to goodwill, $62 million to other intangible assets and $10
million to liabilities assumed.
For the intangible assets acquired, the dealer network has a useful life of 20 years, trademarks have a useful life of 3
years, the order backlog has a useful life of 1 year, the patent portfolio has a useful life of 10 years, and developed
technology has a useful life of 10 years.
Goodwill generated from the business acquisition is primarily attributable to access to Miller technology and
expected synergies from geographic and network expansion, utilization of Powertrain engines in Miller sprayers
and cost savings as a result of increased purchasing power and operational synergies. Goodwill of $8 million was
deductible for tax purposes.
There were no significant business combinations in 2015.
126 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
1. Net revenues
Net revenues may be analyzed as follows:
2. Cost of sales
Cost of sales comprises the following:
5. Other income/(expenses)
This item consists of miscellaneous operating costs which cannot be allocated to specific functional areas, such as indirect taxes and duties, and
accruals for various provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising
from trading operations which is not attributable to the sale of goods and services.
7. Restructuring costs
CNH Industrial incurred restructuring costs of $79 million and $192 million at December 31, 2015 and 2014, respectively. These costs were
as follows:
Restructuring expenses were $79 million in 2015. In 2015, Commercial Vehicles recorded $44 million mainly due to actions to reduce selling,
general and administrative expenses and business support costs as a result of the transition to CNH Industrial’s regional structure and costs related
to the completion of manufacturing product specialization programs. Construction Equipment and Agricultural Equipment recorded $17 million
and $15 million, respectively, mainly as a result of footprint rationalization actions included in the efficiency program of the Group launched in 2014.
In 2014, CNH Industrial incurred restructuring costs of $192 million. Commercial Vehicles recorded $103 million mainly due to actions put in
place to reduce selling, general and administrative costs and business support costs as a result of the transition to CNH Industrial’s regional
127
structure, and costs related to the completion of manufacturing product specialization programs. Construction Equipment recorded $43
million mainly due to the realignment of the dealer network in EMEA as a result of the re-positioning of the CASE and New Holland brand
offerings and the announced closure of an assembly plant in Calhoun, Georgia. Agricultural Equipment recorded $46 million primarily for the
planned closure of a 60% owned joint venture in China and cost reduction activities as a result of negative demand conditions.
9. Financial income/(expenses)
In addition to the items forming part of the specific lines of the income statement, the following analysis of Net financial income/(expenses) in
2015 also takes into account the Interest income from customers and other financial income of Financial Services included in Net revenues for
$856 million ($1,015 million in 2014) and the costs incurred by Financial Services included in Interest expense and other financial charges from
Financial Services included in Cost of sales for $658 million ($791 million in 2014).
A reconciliation to the income statement is provided under the following table.
Net financial income/(expenses) excluding Financial Services (a) - (b) (805) (776)
Net financial expenses (excluding those of Financial Services) included a pre-tax charge of $150 million in 2015 (pre- tax charge of $71 million
in 2014) related to the re-measurement of the net monetary assets of the Venezuelan subsidiary denominated in bolivars, as well as a charge
of $40 million due to the devaluation of net monetary assets of Argentinian subsidiary.
Other interest cost and other financial expenses include, amongst other things, interest cost on asset-backed financing.
128 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Income taxes totaled $425 million in 2015 ($566 million in 2014), representing an effective tax rate of 64.5% (38.2% for 2014). The effective
tax rate was impacted by the pre-tax charge of $150 million related to the re-measurement of the net monetary assets of the Venezuelan
operations for which no corresponding tax benefits have been booked. Additionally, the effective tax rate has been negatively impacted by the
inability to record deferred tax assets on losses in certain jurisdictions.
CNH Industrial N.V. is incorporated in the Netherlands, but the Company is a tax resident of the United Kingdom for the application of the
Netherlands-U.K. tax treaty and is subject to the United Kingdom corporate income tax system. The reconciliation of the differences between
the theoretical income taxes at the parent statutory rate and the total income taxes is presented on the basis of the weighted average of the
United Kingdom statutory main corporation tax rates in force over each of the Company’s calendar year reporting periods of 20.3% in 2015
and 21.5% in 2014. A reconciliation of CNH Industrial’s theoretical income taxes, calculated on the basis of the statutory rate, and effective
income taxes for the years ended December 31, 2015, and 2014 is as follows:
In 2015, Change in tax rate primarily reflects the impact on deferred tax assets previously recognized, deriving from the enacted reduction of
the applicable tax rate in certain jurisdictions (mainly Italy and Spain).
CNH Industrial recognizes in its consolidated statement of financial position within Deferred tax asset, the amount of Deferred tax assets less
the Deferred tax liabilities of the individual consolidated companies, where these may be offset. Amounts recognized are as follows:
The decrease of $409 million in net deferred tax assets is mainly due to the following:
for $66 million to the negative tax effect of items recognized directly in equity;
for $191 million to the negative effect recognized in profit or loss of the utilization, net of valuation allowances, of deferred tax assets/
liabilities recognized on temporary differences and tax losses arising during the year; and
for $152 million to the negative effect of foreign exchange differences.
The components of net deferred tax assets at December 31, 2015 and 2014 are as follows:
Translation
At Recognized differences At
December in income Charged to and other December
($ million) 31, 2014 statement equity changes 31, 2015
Deferred tax assets arising from:
Taxed provisions 1,057 (130) - (87) 840
Inventories 245 4 - (15) 234
Taxed allowances for doubtful accounts 200 17 - (36) 181
Provision for employee benefits 573 25 - (20) 578
Intangible assets 162 (42) - (20) 100
Write-downs of financial assets 70 (53) - (1) 16
Measurement of derivative financial instruments 49 (49) - 5 5
Other 366 (95) - (14) 257
Total 2,722 (323) - (188) 2,211
Theoretical tax benefit arising from tax loss carryforwards 820 62 - (208) 674
Adjustments for assets whose recoverability is not probable (744) (47) - 208 (583)
Total net deferred tax assets 1,256 (191) (66) (152) 847
The decision to recognize deferred tax assets is made for each company in the Group by critically assessing whether the conditions exist for
the future recoverability of such assets on the basis of updated strategic plans, accompanied by the related tax plans. For this reason, the total
theoretical future tax benefits arising from deductible temporary differences of $2,211 million at December 31, 2015 and of $2,722 million at
December 31, 2014 and tax loss carryforwards of $674 million at December 31, 2015 and of $820 million at December 31, 2014 have been
reduced by $583 million at December 31, 2015 and by $744 million at December 31, 2014.
In particular, net deferred tax assets include $244 million at December 31, 2015 ($343 million at December 31, 2014) of tax benefits arising
from tax loss carryforwards. At December 31, 2015, a further tax benefit of $430 million ($477 million at December 31, 2014) arising from
tax loss carryforwards has not been recognized.
130 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
The totals of deductible and taxable temporary differences and accumulated tax losses at December 31, 2015, together with the amounts for
which deferred tax assets have not been recognized, analyzed by year of expiry, are as follows:
Year of expiry
Total at
December 31, Beyond Unlimited/
($ million) 2015 2016 2017 2018 2019 2019 indeterminable
Temporary differences and tax losses:
Deductible temporary differences 6,887 2,840 1,012 1,012 1,012 1,011 -
Taxable temporary differences (4,128) (472) (914) (914) (914) (914) -
Tax losses 3,834 50 40 140 160 786 2,658
Temporary differences and tax losses for which deferred
tax assets have not been recognized (3,190) (279) (180) (274) (279) (400) (1,778)
Temporary differences and tax losses 3,403 2,139 (42) (36) (21) 483 880
Deferred taxes have not been provided on the undistributed earnings of subsidiaries since the Group is able to control the timing of the
distribution of these reserves and it is probable that they will not be distributed in the foreseeable future.
At December 31, 2015, undistributed earnings in certain subsidiaries totaled $6.8 billion for which no deferred tax liability has been recorded
because the remittance of earnings from certain jurisdictions would incur no tax or such earnings are permanently reinvested. CNH Industrial
has determined that the amount of unrecognized deferred tax liability relating to the $6.8 billion undistributed earnings is approximately $78
million, attributable to foreign withholding taxes in certain jurisdictions. The repatriation of undistributed earnings to the United Kingdom is
generally exempt from United Kingdom income taxes under a full participation exemption.
2015 2014
Managers 932 890
White-collar 23,953 24,839
Blue-collar 41,481 44,770
Average number of employees 66,366 70,499
The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2015 and 2014:
2015 2014
Basic earnings per common share:
Profit/(loss) attributable to the owners of the parent $ million 236 917
Weighted average common shares outstanding – basic million 1,361 1,354
Basic earnings per common share $ 0.17 0.68
(a) Approximately zero and 2.9 million shares of Restricted Shares and zero and 1.5 million of shares of Stock option plans at December 31, 2015 and 2014, respectively, were outstanding but
not included in the calculation of diluted earnings per share as the impact of these shares would have been anti-dilutive.
Trademarks Advances
and other Other and intangible
intangible Development intangible assets in
assets with costs Development Patents, assets progress
indefinite externally costs internally concessions externally externally
($ million) Goodwill useful lives acquired generated and licenses acquired acquired Total
Gross carrying amount Balance
at December 31, 2013 3,163 293 1,183 4,271 992 736 29 10,667
Additions - 2 115 561 43 69 14 804
Divestitures - - - (49) - (1) - (50)
Translation differences and
other changes (22) - (232) (310) (65) 22 (25) (632)
Balance at December 31, 2014 3,141 295 1,066 4,473 970 826 18 10,789
Additions - - 95 365 9 70 13 552
Divestitures - - - (8) (2) (25) - (35)
Translation differences and
other changes (48) (2) (11) (479) (102) (16) (8) (666)
Balance at December 31, 2015 3,093 293 1,150 4,351 875 855 23 10,640
Accumulated amortization and
impairment losses
Balance at December 31, 2013 649 60 648 1,944 806 514 - 4,621
Amortization - - 70 350 48 60 - 528
Impairment losses - - 12 13 - - - 25
Divestitures - - - (35) - - - (35)
Translation differences and
other changes (2) - (93) (189) (71) (26) - (381)
Balance at December 31, 2014 647 60 637 2,083 783 548 - 4,758
Amortization - - 88 400 41 59 - 588
Impairment losses - - - - - - - -
Divestitures - - - (3) (1) (23) - (27)
Translation differences and
other changes (12) - 96 (337) (60) (46) - (359)
Balance at December 31, 2015 635 60 821 2,143 763 538 - 4,960
Carrying amount at
December 31, 2014 2,494 235 429 2,390 187 278 18 6,031
Carrying amount at
December 31, 2015 2,458 233 329 2,208 112 317 23 5,680
Foreign exchange losses of $316 million in 2015 (losses of $327 million in 2014) primarily reflect the devaluation of the euro and Brazilian real
against the U.S. dollar.
132 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Trademarks and Other intangible assets with indefinite useful lives are mainly attributable to Agricultural Equipment and Construction
Equipment and consist of acquired trademarks and similar rights which have no legal, contractual, competitive or economic factors that limit
their useful lives. For the purposes of impairment testing, these assets were attributed to the respective cash-generating units. No impairment
loss was recognized.
The vast majority of goodwill, representing approximately 98% of the total, as of December 31, 2015 related to Agricultural Equipment
(69%) to Construction Equipment (24%) and to Financial Services (5%), where the cash-generating units considered for the testing of the
recoverability of the goodwill are the segments.
CNH Industrial determines the recoverable amount of these cash-generating units using multiple valuation methodologies, relying largely on
an income approach but also incorporating value indicators from a market approach.
Under the income approach, CNH Industrial calculates the recoverable amount of a cash-generating unit based on the present value of
estimated future cash flows. The income approach is dependent on several critical management assumptions, including estimates of future sales,
gross margins, operating costs, income tax rates, terminal value growth rates, capital expenditures, changes in working capital requirements
and the weighted average cost of capital (discount rate). Discount rate assumptions include an assessment of the risk inherent in the future
cash flows of the respective cash-generating units. The following discount rates before taxes as of December 31, 2015 and 2014 were selected:
2015 2014
Agricultural Equipment 17.8% 17.4%
Construction Equipment 13.4% 14.3%
Financial Services 21.3% 22.6%
Expected cash flows used under the income approach are developed in conjunction with the CNH Industrial budgeting and forecasting
processes. CNH Industrial uses nine years of expected cash flows for the Agricultural Equipment and Construction Equipment cash-generating
units and four years of expected cash flows for the Financial Services cash-generating unit as management believes that these periods generally
reflect the underlying market cycles for its businesses. Under the market approach, CNH Industrial estimates the recoverable amount of the
Agricultural Equipment and Construction Equipment cash-generating units using revenue and EBITDA multiples and estimates the recoverable
amount of the Financial Services cash-generating unit using book value, tangible book value and interest margin multiples. The multiples are
derived from comparable publicly-traded companies with similar operating and investment characteristics as the respective cash-generating
units. The guideline company method makes use of market price data of corporations whose stock is actively traded in a public, free and open
market, either on an exchange or over-the counter basis. Although it is clear no two companies are entirely alike, the corporations selected
as guideline companies must be engaged in the same, or a similar, line of business or be subject to similar financial and business risks, including
the opportunity for growth.
A terminal value is included at the end of the projection period used in the discounted cash flow analyses in order to reflect the remaining
value that each cash-generating unit is expected to generate. The terminal value represents the present value in the last year of the projection
period of all subsequent cash flows into perpetuity. The terminal value growth rate is a key assumption used in determining the terminal value
as it represents the annual growth of all subsequent cash flows into perpetuity. The terminal value growth rate for the Agricultural Equipment
cash-generating unit was 1% in 2015 and 2014, respectively, and for Construction Equipment was 3% in 2015 and 2014, respectively. The
terminal value growth rate for Financial Services was 1.5% in 2015 and 2014, respectively.
As of December 31, 2015, the estimated recoverable amounts, calculated using the above method, of the Financial Services, Agricultural
Equipment and Construction Equipment cash-generating units exceeded the carrying values by 28%, 6% and 4%, respectively. Holding all other
assumptions constant, an increase of 1.6 p.p. and of approximately one p.p. in the discount rate for Agricultural Equipment and Construction
Equipment, respectively, could result in an impairment loss in future reporting periods.
The results obtained for the Commercial Vehicles and related sensitivity analyses confirmed the absence of an impairment loss.
133
Finally, the estimates and budget data to which the above mentioned parameters have been applied are those determined by management
based on past performance and expectations of developments in the markets in which the Group operates. Estimating the recoverable
amount of cash generating units requires discretion and the use of estimates by management. The Group cannot guarantee that there will be
no goodwill impairment in future periods. Circumstances and events, which could potentially cause further impairment losses, are constantly
monitored by the Group.
Development costs
The amortization of development costs and impairment losses are reported in the income statement as Research and development costs.
Development costs are tested for impairment at the cash-generating unit level.
Commercial Vehicles recognized an impairment loss of $18 million and $22 million on Assets sold with a buy-back commitment for the years
ended December 31, 2015 and 2014, respectively. The losses are recognized in the Cost of sales.
The column Other changes mainly includes the reclassification of the prior year balances for Advances and tangible assets in progress to the
appropriate categories when the assets were effectively acquired and put into operation, as well as the reclassification to Inventory of Assets
sold with a buy-back commitment that are held for sale at the agreement expiry date of $265 million.
The net carrying amount of assets leased under finance lease agreements included in Property, plant and equipment were as follows:
At December 31, 2015, land and industrial buildings of the Group pledged as security for debt amounted to $81 million ($93 million at
December 31, 2014); plant, machinery and equipment pledged as security for debt and other commitments amounted to $88 million ($98
million at December 31, 2014) and other assets pledged as security for debt and other commitments amounted to zero ($1 million at
December 31, 2014); these relate to suppliers’ assets recognized in the Consolidated Financial Statements in accordance with IFRIC 4, with the
simultaneous recognition of a financial lease payable.
CNH Industrial had contractual commitments of $124 million and $397 million for the acquisition of property, plant and equipment at
December 31, 2015 and 2014, respectively.
At December 31, 2015 and 2014, no Non-current financial receivables had been pledged as security.
Investments
Changes in Investments in 2015 and in 2014 are set out below:
Revaluations and Write-downs include the Group’s share of the profit or loss for the year of investments accounted for using the equity
method for an amount of $48 million in 2015 ($90 million in 2014).
Disposals and other changes, a decrease of $80 million in 2015, mainly consist of dividends by companies accounted for using the equity
method. The item Investments in joint ventures comprises the following:
135
Interests in joint ventures consist of 17 companies at December 31, 2015 (17 companies at December 31, 2014) and mainly include:
Turk Traktor Ve Ziraat Makineleri A.S., Turkey: listed entity (37.5% CNH Industrial and 37.5% Koç Holding) for the production of tractors
under the Case IH Agriculture and New Holland Agriculture brands, and import and distribution of agricultural equipment in Turkey;
Naveco (Nanjing IVECO Motor Co.) Ltd, People’s Rep. of China: joint venture (50% Iveco S.p.A. and 50% Nanjing Automotive Corporation,
a subsidiary of the SAIC Group) which designs, produces and sells Daily model and light trucks.
Interests in joint ventures are all accounted for using the equity method.
Summarized financial information relating to the material joint ventures of the Group, prepared in accordance with EU-IFRS, is as follows:
2015 2014
Turk Traktor Ve Turk Traktor Ve
($ million) Naveco Ltd. Ziraat Makineleri A.S. Naveco Ltd. Ziraat Makineleri A.S.
Net revenues 1,087 1,155 1,307 1,228
Depreciation and amortization 38 17 53 16
Trading profit/(loss) 7 134 8 140
Operating profit/(loss) 8 134 10 140
Net Financial income/(expenses) 11 (15) 11 (8)
Profit/(loss) before taxes 19 111 21 137
Income taxes 2 19 3 17
Profit/(loss) from continuing operations 17 92 18 120
Profit/(loss) from discontinued operations - - - -
Profit/(loss) 17 92 18 120
This summarized financial information may be reconciled to the carrying amount of the % interest held in the joint ventures as follows:
Summarized financial information relating to the % interest held in the other joint ventures that are not individually material, is as follows:
At December 31, 2015, the fair value of Investments in main listed joint ventures, based on prices quoted on regulated markets, is as follows:
Investments in associates
A summary of investments in associates at December 31, 2015 and 2014 is as follows:
At December 31, 2015, 4 associates are accounted for using the equity method (5 associates at December 31, 2014), and mainly include CNH
Industrial Capital Europe S.a.S. (49.9% CNH Industrial N. V. and 50.1% BNP Paribas Group), managing end-customer financing in Europe.
At December 31, 2015, 4 associates (4 associates at December 31, 2014), that are not individually material, are accounted for using the cost
method.
Summarized financial information relating to CNH Industrial Capital Europe S.a.S., material associate of the Group, is as follows:
This summarized financial information may be reconciled to the carrying amount of the % interest held in the associate as follows:
Summarized financial information relating to the Group’s pro-rata interest in associates that are not individually material, accounted for using
the equity method, is as follows:
At At
December Translation Disposals and December
($ million) 31, 2014 Additions Depreciation differences other changes 31, 2015
Gross carrying amount 1,814 980 - (69) (598) 2,127
Less: Depreciation and impairment (296) - (215) 18 201 (292)
Net carrying amount of Leased assets 1,518 980 (215) (51) (397) 1,835
At December 31, 2015 minimum lease payments receivable for assets under non-cancelable operating leases amount to $389 million
($357 million at December 31, 2014) and fall due as follows:
No leased assets have been pledged as security at December 31, 2015 and 2014.
138 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
18. Inventories
At December 31, 2015, Inventories include assets which are no longer subject to operating lease arrangements or buy-back commitments and
are held for sale for $283 million ($283 million at December 31, 2014). Excluding this item, Inventories decreased by $1,340 million in 2015.
At December 31, 2015, the amount of Inventories measured at net realizable value (estimated selling price less the estimated costs of
completion and the estimated costs necessary to make the sale) is $1,486 million ($1,803 million at December 31, 2014).
The amount of inventory write-downs recognized as an expense during 2015 is $104 million ($124 million in 2014). Amounts recognized as
income from the reversal of write-downs on items sold during the year were not significant.
There were no inventories pledged as security at December 31, 2015 and 2014.
Trade receivables
As of December 31, 2015 and 2014, CNH Industrial had trade receivables of $580 million and $1,054 million, respectively. Trade receivables
are shown net of allowances for doubtful accounts of $174 million and $207 million at December 31, 2015 and 2014 respectively, determined
on the basis of historical losses on receivables. Changes in the allowance for doubtful accounts during 2015 were as follows:
($ million) At December 31, 2014 Provision Use and other changes At December 31, 2015
Allowances for doubtful accounts 207 33 (66) 174
Trade accounts have significant concentrations of credit risk in the Agricultural Equipment, Construction Equipment and Commercial Vehicles
segments. On a geographic basis, there is not a disproportionate concentration of credit risk in any area.
The Industrial Activities businesses sell a significant portion of their trade receivables to Financial Services and provide compensation to
Financial Services at approximate market interest rates.
139
Wholesale
Dealer financing 8,611 9,400
Total Wholesale 8,611 9,400
Other 46 94
Total Receivables from financing activities 19,001 21,472
CNH Industrial provides and administers financing for retail purchases of new and used equipment sold through its dealer network. The terms
of retail and other notes and finance leases generally range from two to six years, and interest rates on retail and other notes and finance leases
vary depending on prevailing market interest rates and certain incentive programs offered by Industrial Activities.
Wholesale receivables arise primarily from the sale of goods to dealers and distributors and, to a lesser extent, the financing of dealer
operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have “interest-free” periods of up
to twelve months and stated original maturities of up to twenty-four months, with repayment accelerated upon the sale of the underlying
equipment by the dealer. During the “interest free” period, Financial Services is compensated by Industrial Activities for the difference between
market interest rates and the amount paid by the dealer. After the expiration of any “interest-free” period, interest is charged to dealers on
outstanding balances until CNH Industrial receives payment in full. The “interest-free” periods are determined based on the type of equipment
sold and the time of year of the sale. Interest rates are set based on market factors and based on Euribor or the equivalent financial market
rate (e.g. FHBR, Finance House Base Rate for UK). CNH Industrial evaluates and assesses dealers on an ongoing basis as to their credit
worthiness. CNH Industrial may be obligated to repurchase the dealer’s equipment upon cancellation or termination of the dealer’s contract
for such causes as change in ownership, closeout of the business, or default. There were no significant losses in 2015 and 2014 relating to the
termination of dealer contracts.
Receivables from financing activities generally have significant concentrations of credit risk in the agriculture, construction and truck industries.
On a geographic basis, there is not a disproportionate concentration of credit risk in any area. CNH Industrial typically retains as collateral a
security interest in the equipment associated with retail notes, wholesale notes and finance leases.
Past due balances of Receivables from financing activities still accruing finance income represent the total balance held (principal plus accrued
interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing Receivables from financing
activities represent loans for which CNH Industrial has ceased accruing finance income. These receivables are generally 120 days delinquent.
Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is resumed when the receivable
becomes contractually current and collections are reasonably assured.
The aging of Receivables from financing activities as of December 31, 2015 and 2014 is as follows:
Retail
NAFTA 17 - - 17 7,869 7,886 36 7,922
EMEA - - - - 572 572 1 573
LATAM 6 - - 6 1,286 1,292 44 1,336
APAC 1 3 - 4 509 513 - 513
Total Retail 24 3 - 27 10,236 10,263 81 10,344
Wholesale
NAFTA - - - - 3,656 3,656 79 3,735
EMEA 33 2 - 35 3,613 3,648 26 3,674
LATAM 3 - - 3 595 598 4 602
APAC 6 4 26 36 518 554 46 600
Total Wholesale 42 6 26 74 8,382 8,456 155 8,611
140 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Retail
NAFTA 31 2 - 33 8,596 8,629 10 8,639
EMEA 14 8 - 22 881 903 58 961
LATAM 3 - - 3 1,762 1,765 37 1,802
APAC 2 - 2 4 572 576 - 576
Total Retail 50 10 2 62 11,811 11,873 105 11,978
Wholesale
NAFTA 1 - - 1 4,079 4,080 52 4,132
EMEA 72 4 - 76 3,874 3,950 6 3,956
LATAM 1 - - 1 861 862 - 862
APAC 16 3 30 49 372 421 29 450
Total Wholesale 90 7 30 127 9,186 9,313 87 9,400
Allowance for credit losses activity for the years ended December 31, 2015, 2014 is as follows (in millions):
Receivables from financing activities are considered impaired when it is probable CNH Industrial will be unable to collect all amounts due
according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided
bankruptcy notification, or require significant collection efforts. Receivables, which are impaired, are generally classified as non-performing.
141
Finance lease receivables mainly relate to vehicles of Commercial Vehicles, Agricultural Equipment and Construction Equipment leased out
under finance lease arrangements. The interest rate implicit in the lease is determined at the commencement of the lease for the whole lease
term. The average interest rate implicit in total finance lease receivables varies depending on prevailing market interest rates.
The item may be analyzed as follows stated gross of an allowance of $188 million at December 31, 2015 ($224 million at December 31, 2014):
Furthermore, factoring transactions may be either with recourse or without recourse; certain without recourse transfers include deferred
payment clauses (for example, when the payment by the factor of a minor part of the purchase price is dependent on the total amount
collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in the losses, or require a
significant exposure to the cash flows arising from the transferred receivables to be retained. These types of transactions do not comply with
the requirements of IAS 39 for the derecognition of the assets since the risks and rewards connected with collection are not substantially
transferred, and accordingly the Group continues to recognize the receivables transferred by this means in its balance sheet and recognizes a
financial liability of the same amount under Asset-backed financing (Note 27). The gains and losses arising from the transfer of these assets are
only recognized when the assets are derecognized.
At December 31, 2015 and 2014, the carrying amount of such transferred financial assets and the related liability and the respective fair values
were as follows:
Other financial assets also include the cash with a pre-determined use restricted to the repayment of the securitization debt.
For completeness of information, it is recalled that the Group has discounted receivables without recourse having due dates beyond December
31, 2015 amounting to $569 million ($654 million at December 31, 2014, with due dates beyond that date), which refer to trade receivables
and other receivables for $534 million ($585 million at December 31, 2014) and receivables from financing activities for $35 million ($69 million
at December 31, 2014).
The fair value of derivative financial instruments is calculated by using market parameters at the balance sheet date and using valuation
techniques widely accepted in the financial business environment. In particular:
the fair value of forward contracts and currency swaps is calculated by taking the prevailing exchange rate and interest rates in the two
currencies at the balance sheet date;
the fair value of currency options is calculated by using appropriate valuation techniques and market parameters at the balance sheet date
(in particular exchange rates, interest rates and volatility rates);
the fair value of interest rate swaps and forward rate agreements is calculated by using the discounted cash flow method;
the fair value of derivatives hedging commodity price risk is calculated by using the discounted cash flow method, taking the market
parameters at the balance sheet date (and in particular the future price of the underlying and interest rates).
All these valuation techniques take into consideration also the credit quality of counterparties that, at December 31, 2015, is not significant.
The overall change in Other financial assets (from $205 million at December 31, 2014 to $211 million at December 31, 2015), and the change
in Other financial liabilities (from $235 million at December 31, 2014 to $69 million at December 31, 2015) is mainly due to the changes in
exchange rates and interest rates over the year.
As this item principally consists of hedging instruments, the change in their value is compensated by the change in the value of the hedged item.
Derivatives for trading consist mainly of derivatives (mostly currency based derivatives) acquired to hedge receivables and payables subject to
currency risk and/or interest rate risk which are not formally designated as hedges at Group level.
At December 31, 2015, the notional amount of outstanding derivative financial instruments is as follows:
At December 31, 2015 and 2014, the notional amount of Other derivative instruments consists of the notional amount of derivatives linked to
commodity prices hedging specific exposures arising from supply agreements. Under these agreements there is a regular updating of the prices
on the basis of trends in the quoted prices of the raw material.
The following table provides an analysis by due date of outstanding derivative financial instruments at December 31, 2015 and 2014 based on
their notional amounts:
In 2015 the Group reclassified loss of $148 million (loss of $35 million in 2014) stated net of the tax effect, to the following profit or loss items;
these had previously been recognized directly in Other comprehensive income:
The ineffectiveness of cash flow hedges was not material in 2015 or 2014.
The total economic effect of hedges which subsequently turned out to be in excess of the future flows being hedged (overhedges) amounted
to $8 million in 2015 and $1 million in 2014.
The ineffective portion of transactions treated as fair value hedges amounted to $1 million in 2015 ($1 million in 2014).
Amounts shown are readily convertible into cash and are subject to an insignificant risk of changes in value. The carrying amount of cash and
cash equivalents is considered to be in line with their fair value at the balance sheet date.
Restricted cash mainly includes banks deposits which may be used exclusively for the repayment of the debt relating to securitizations classified
as Asset-backed financing.
The credit risk associated with Cash and cash equivalents is considered not significant, because it mainly relates to deposits spread across
primary national and international financial institutions.
24. Equity
Consolidated shareholder’s equity at December 31, 2015 decreased for an amount of $360 million compared to December 31, 2014. The
profit for the year of $234 million, the positive changes ($127 million) in Other comprehensive income arising from gains on the remeasurement
of defined benefit plans and an increase of $115 million in cash flow hedge reserve have been more than offset by dividend distributed of $297
million and by the effect of currency translation differences negative for $611 million.
Share capital
The Articles of Association of CNH Industrial provide for authorized share capital of €40 million, divided into 2 billion common shares and 2
billion special voting shares, each with a per share par value of €0.01. As of December 31, 2015, the Company’s Share capital was €18 million
(equivalent to $25 million), fully paid-in, and consisted of 1,362,048,989 common shares and 474,474,276 special voting shares (413,249,206
special voting shares outstanding, net of 61,225,070 special voting shares held in treasury by the Company as described in the following).
Upon the completion of the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V., CNH Industrial N.V. issued
1,348,867,772 common shares with a par value of €0.01 each, which were allotted to Fiat Industrial S.p.A. and CNH Global N.V. shareholders on
the basis of the established exchange ratios of one common share of CNH Industrial for each share of Fiat Industrial and 3.828 common shares of
CNH Industrial for each share of CNH Global. CNH Industrial also issued special voting shares (non-tradable) to eligible Fiat Industrial S.p.A. and
CNH Global N.V. shareholders who maintained their ownership of the shares through the closing of the Merger and elected to receive special voting
shares. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares with a par value of €0.01 each. See
the following paragraph “Special voting shares” for more detailed information about Special voting shares and the special-voting structure.
The following table shows a reconciliation between the composition of the share capital of CNH Industrial N.V. at December 31, 2013, and
the composition of the share capital of CNH Industrial N.V. at December 31, 2015:
(a) Total n. 1,222,568,882 Fiat Industrial S.p.A. common shares are shown net of 8,635 treasury shares that have been cancelled at the closing of the merger.
(b) Special voting shares acquired by the Company following the de-registration of the corresponding amount of qualifying common shares from the Loyalty Register.
(*) Allotted on the basis of the established exchange ratios of one common share of CNH Industrial N.V. for each share of Fiat Industrial S.p.A. and 3.828 common shares of CNH Industrial
N.V for each share of CNH Global N.V.
(**) Allotted to eligible Fiat Industrial N.V. and CNH Global N.V. shareholders who had elected to receive special voting shares.
146 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
During the years ended December 31, 2015 and December 31, 2014, 2 million and 54 million special voting shares were acquired by the
Company following the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, respectively.
Furthermore, during the years ended December 31, 2015 and December 31, 2014, the Company issued 6.7 million and 5.2 million new
common shares primarily due to the vesting or exercise of share-based awards. See paragraph below “Share-based compensation” for further
discussion.
The Company shall maintain a special capital reserve to be credited against the share premium exclusively for the purpose of facilitating any
issuance or cancellation of special voting shares. The special voting shares shall not carry any entitlement to the balance of the special capital
reserve. The Board of Directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special
voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favor of the share premium reserve.
The Company shall maintain a separate dividend reserve for the special voting shares. The special voting shares shall not carry any entitlement
to any other reserve of the Company. Any distribution out of the special voting shares dividend reserve or the partial or full release of such
reserve will require a prior proposal from the Board of Directors and a subsequent resolution of the general meeting of holders of special
voting shares.
From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of Directors may determine.
The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend reserve an amount equal to one
percent (1%) of the aggregate nominal amount of all outstanding special voting shares. The calculation of the amount to be allocated and added
to the special voting shares dividend reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial
year to which the allocation and addition pertains, then the amount to be allocated and added to the special voting shares dividend reserve in
respect of these newly issued special voting shares shall be calculated as from the date on which such special voting shares were issued until
the last day of the financial year concerned. The special voting shares shall not carry any other entitlement to the profits.
Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution of dividend on the common
shares only subject to the provision that the distribution of profits shall be made after the adoption of the annual accounts, from which it
appears that the same is permitted.
Subject to a prior proposal of the Board of Directors, the general meeting of shareholders may declare and pay dividends in U.S. dollars.
Furthermore, subject to the approval of the general meeting of shareholders and the Board of Directors having been designated as the body
competent to pass a resolution for the issuance of shares in accordance with Article 5 of the Articles of Association, the Board of Directors
may decide that a distribution shall be made in the form of shares or that shareholders shall be given the option to receive a distribution either
in cash or in the form of shares.
On March 4, 2016, the Board of Directors of CNH Industrial N.V. recommended to the Company’s shareholders that the Company declare a
dividend of €0.13 per common share, totaling approximately €177 million (equivalent to approximately $195 million, translated at the exchange
rate reported by the European Central Bank on February 26, 2016). The proposal is subject to the approval of the Company’s shareholders
at the Annual General Meeting of shareholders to be held on April 15, 2016.
At the Annual General Meeting of shareholders held by CNH Industrial on April 15, 2015, shareholders approved the payment of a dividend
of €0.20 per common share, translated at the exchange rate reported by the European Central Bank on February 27, 2015). The dividend was
paid in April 2015 for a total amount of €272 million ($291 million).
The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent
the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance
with provision of law. No distribution of profits may be made to the Company itself for shares that the Company holds in its own share capital.
The Board of Directors shall have power to declare one or more interim dividends, provided that the requirements of the Article 22 paragraph
5 of the Articles of Association are duly observed as evidenced by an interim statement of assets and liabilities as referred to in Article 2:105
paragraph 4 of the Dutch Civil Code and provided further that the policy of the Company on additions to reserves and dividends is duly
observed. The provisions of the Article 22 paragraphs 2 and 3 of the Articles of Association shall apply mutatis mutandis.
The Board of Directors may determine that dividends or interim dividends, as the case may be, shall be paid, in whole or in part, from the
Company’s share premium reserve or from any other reserve, provided that payments from reserves may only be made to the shareholders
that are entitled to the relevant reserve upon the dissolution of the Company.
Dividends and other distributions of profit shall be made payable in the manner and at such date(s) - within four weeks after declaration thereof
- and notice thereof shall be given, as the general meeting of shareholders, or in the case of interim dividends, the Board of Directors shall
determine, provided, however, that the Board of Directors shall have the right to determine that each payment of annual dividends in respect
of shares be deferred for a period not exceeding five consecutive annual periods.
147
Dividends and other distributions of profit, which have not been collected within five years and one day after the same have become payable,
shall become the property of the Company.
In the event of a winding-up, a resolution to dissolve the Company can only be passed by a general meeting of shareholders pursuant to a prior
proposal of the Board of Directors. In the event a resolution is passed to dissolve the Company, the Company shall be wound-up by the Board
of Directors, unless the general meeting of shareholders would resolve otherwise.
The general meeting of shareholders shall appoint and decide on the remuneration of the liquidators.
Until the winding-up of the Company has been completed, the Articles of Association of the Company shall to the extent possible, remain in
full force and effect.
After closing of the Merger, a shareholder may at any time elect to participate in the loyalty voting structure by requesting the registration of
all or some of the common shares held by such shareholder in a separate register (the “Loyalty Register”) of the Company. If such common
shares have been registered in the Loyalty Register for an uninterrupted period of three years in the name of the same shareholder, such
shares will become “Qualifying Common Shares” and the relevant shareholder will be entitled to receive one special voting share for each
such Qualifying Common Share.
As mentioned above, CNH Industrial issued special voting shares with a nominal value of €0.01 each to those eligible shareholders who elected
to receive such special voting shares upon completion of the merger of Fiat Industrial and of CNH Global respectively with and into CNH
Industrial N.V.
The electing shareholders are not required to pay any amount to the Company in connection with the allocation of the special voting shares.
CNH Industrial common shares are freely transferable, while, special voting shares are transferable exclusively in limited circumstances and
they are not listed on the NYSE or the MTA. In particular, at any time, a holder of common shares that are Qualifying Common Shares who
wants to transfer such common shares other than in limited specified circumstances (e.g., transfers to affiliates or relatives through succession,
donation or other transfers) must request a de-registration of such Qualifying Common Shares from the Loyalty Register. After de-registration
from the Loyalty Register, such common shares no longer qualify as Qualifying Common Shares and, as a result, the holder of such common
shares is required to transfer the special voting shares associated with the transferred common shares to the Company for no consideration.
The special voting shares have minimal economic entitlements as the purpose of the special voting shares is to grant long-term shareholders with
an extra voting right by means of granting an additional special voting share, without granting such shareholders with any additional economic
rights. However, as a matter of Dutch law, such special voting shares cannot be fully excluded from economic entitlements. Therefore, the
Articles of Association provide that only a minimal dividend accrues to the special voting shares, which is not distributed, but allocated to a
separate special dividend reserve. The impact of this special voting dividend reserve on the earnings per share of the common shares is not
material.
Treasury shares
At the Annual General Meeting held on April 15, 2015, shareholders granted the Board of Directors (the “Board”) the authority to repurchase
up to a maximum of 10% of the Company’s common shares outstanding at the same date. The authorization is valid for a period of 18 months
and therefore up to and including October 14, 2016.
At December 31, 2015, CNH Industrial N.V. does not own directly or indirectly treasury common shares. As above discussed with reference
to Share capital, at December 31, 2015 the Company only owns 61,225,070 special voting shares acquired following the de-registration of the
corresponding amount of qualifying common shares from the Loyalty Register.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in common shares from time to time,
subject to market and business conditions, as previously authorized at the Annual General Meeting held on April 15, 2015. The purchases are
carried out on the MTA, in compliance with applicable rules and regulations, subject to (i) a maximum price per common share equal to the
average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA plus
10% (maximum price) and to (ii) a minimum price per common share equal to the average of the lowest price on each of the five trading days
prior to the date of acquisition, as shown in the Official Price List of the MTA minus 10% (minimum price).
As of February 26, 2016, the Company has repurchased 800 thousand common shares on the MTA under this buy-back program.
At the AGM of shareholders convened on April 15, 2016, the Board will present a proposal to replace the existing authority for a period of 18
months and therefore up to and including October 14, 2017.
Capital reserves
At December 31, 2015 capital reserves amounting to $3,227 million ($3,170 million at December 31, 2014) mainly consist of the effects of the
Merger.
Earnings reserves
Earnings reserves, amounting to $5,486 million at December 31, 2015 ($5,540 million at December 31, 2014) mainly consist of retained
earnings and profits attributable to the owners of the parent.
149
Gains/(losses) on cash flow hedging instruments arising during the period (58) (249)
(Gains)/losses on cash flow hedging instruments reclassified to profit or loss 212 34
Gains/(losses) on cash flow hedging instruments 154 (215)
Gains/(losses) on the remeasurement of available-for-sale financial assets arising during the period - -
Gains/(losses) on the remeasurement of available-for-sale financial assets reclassified to profit or loss - -
Gains/(losses) on the remeasurement of available-for-sale financial assets - -
Exchange gains/(losses) on translating foreign operations arising during the period (561) (141)
Exchange (gains)/losses on translating foreign operations reclassified to profit or loss - -
Exchange gains/(losses) on translating foreign operations (561) (141)
Share of Other comprehensive income of entities accounted for using the equity method arising
during the period (50) (45)
Reclassification adjustment for the share of Other comprehensive income of entities accounted
for using the equity method - -
Share of Other comprehensive income of entities accounted for using the equity method (50) (45)
Total Other comprehensive income that may be reclassified subsequently to profit or loss (B) (457) (401)
Tax effect of the other components of Other comprehensive income (C) (67) 165
Total Other comprehensive income, net of tax (A) + (B) + (C) (369) (653)
The income tax effect relating to Other comprehensive income can be analyzed as follows:
2015 2014
Tax
Before tax (expense)/ Net-of-tax Before tax Tax (expense)/ Net-of-tax
($ million) amount benefit amount amount benefit amount
Other comprehensive income that will not be reclassified subsequently
to profit or loss:
Gains/(losses) on the remeasurement of defined benefit plans 155 (28) 127 (417) 102 (315)
Total Other comprehensive income that will not be reclassified subsequently
to profit or loss 155 (28) 127 (417) 102 (315)
Share-based compensation
For both years ended December 31, 2015 and 2014, CNH Industrial recognized total share-based compensation expense of $49 million. For
the years ended December 31, 2015 and 2014, CNH Industrial recognized a total tax benefit relating to share-based compensation expense
of $3 million and $4 million, respectively. As of December 31, 2015, CNH Industrial had unrecognized share-based compensation expense
related to non-vested awards of approximately $76 million based on current assumptions related to achievement of specified performance
objectives, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period of 2.1 years.
CNH Industrial’s equity awards are governed by several plans: i) CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”); ii) CNH
Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”); iii) CNH Global N.V. Equity Incentive Plan (“CNH EIP”); iv) CNH
Global N.V. Directors’ Compensation Plan (“CNH DCP”); and, v) Fiat Industrial Long-Term Incentive Plan (“Fiat Industrial Plan”).
150 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
The expected volatility is based on a weighted average of historical volatility experienced by the common shares of CNH Global N.V., Fiat
Industrial S.p.A. and CNH Industrial N.V. over a five-year period ending on the grant date. The expected dividend yield was based on CNH
Industrial’s historical dividend payout as management expected the dividend payout for future years to be consistent. The risk-free interest
rate was based on the yields of five-year U.S. Treasury bonds.
The following table reflects the activity of performance-based share units under CNH Industrial EIP for the year ended December 31, 2015
and 2014:
2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Performance shares (in $) Performance shares (in $)
Nonvested at beginning of year 12,101,760 8.84 - -
Granted 980,400 6.25 12,237,960 8.84
Forfeited (1,490,900) 8.69 (136,200) 8.72
Vested - - - -
Nonvested at end of year 11,591,260 8.64 12,101,760 8.84
151
2015 2014
Weighted average Weighted average
Restricted grant date fair value grant date fair value
shares (in $) Restricted shares (in $)
Nonvested at beginning of year 3,512,139 9.88 - -
Granted 1,531,900 8.08 4,283,859 10.05
Forfeited (158,186) 9.29 (21,720) 9.40
Vested (1,140,333) 10.21 (750,000) 10.88
Nonvested at end of year 3,745,520 9.67 3,512,139 9.88
converted using the CNH Global exchange ratio of 3.828 CNH Industrial N.V. shares for each CNH Global N.V. common share and exercisable
for common shares of CNH Industrial N.V. upon September 29, 2013. As of December 31, 2015, approximately 0.03 million stock options
from the CNH DCP were still outstanding. The CNH DCP was terminated effective as of the Merger and no new equity awards will be issued
under the CNH DCP.
The Black-Scholes pricing model was used to calculate the fair value of stock options for options granted in 2012 under the CNH EIP. The
assumptions used under the Black-Scholes pricing model were as follows:
2012
Equity
Incentive Plan
Risk-free interest rate 0.40%
Expected dividend yield 0.00%
Price volatility of CNH Global N.V. shares 51.70%
Option life (years) 3.39
The risk-free interest rate was based on the U.S. Treasury rate for a bond of approximately the expected life of the options. The expected
volatility was based on the historical activity of common shares of CNH Global N.V. over a period at least equal to the expected life of the
options. The expected life for the CNH EIP grant was based on the average of the vesting period of each tranche and the original contract
term of 65 to 70 months. The expected dividend yield was determined to be zero as management did not expect CNH Global N.V. to pay
ordinary dividends. Based on this model, the fair value of stock options awarded under the CNH EIP was $3.60.
153
The following table reflects the stock option activity under the CNH EIP for the years ended December 31, 2015 and 2014:
2015 2014
Weighted Weighted
average average
Number exercise price Number exercise price
of options (in $) of options (in $)
Outstanding at beginning of year 10,861,552 9.03 12,621,745 8.77
Anti-dilution adjustment for special dividend - - - -
Granted - - - -
Forfeited (1,033,560) 9.58 (222,861) 9.64
Exercised (1,058,075) 6.95 (1,398,229) 6.51
Expired - - (139,103) 10.35
Outstanding at end of year 8,769,917 9.21 10,861,552 9.03
Exercisable at end of year 8,769,917 9.21 9,320,898 9.07
2015 2014
Weighted average Weighted average
Number grant date fair value Number grant date fair value
of shares (in $) of shares (in $)
Nonvested at beginning of year 3,191,444 7.82 930,525 7.95
Converted from Performance Share Units (PSU) - - 3,103,937 7.67
Granted (78,869) 8.79 - -
Forfeited (3,112,575) 7.79 (240,415) 7.65
Vested - - (602,603) 7.32
Nonvested at end of year - 7.82 3,191,444 7.82
The fair value of performance-based shares and restricted shares under the CNH EIP was based on the market value of CNH Global’s
common shares on the date of the grant.
On September 29, 2013, CNH Industrial N.V. assumed the sponsorship of Fiat Industrial Long-Term Incentive Plan (the “Fiat Industrial Plan”).
On the Effective Date, the unvested equity awards under the former Fiat Industrial Plan became convertible for common shares of CNH
Industrial N.V. on a one-for-one basis.
The conversion did not change the aggregate fair value of the outstanding equity awards and, therefore, resulted in no additional share-based
compensation expense in 2013.
1.1 million rights from the Retention LTI vested ratably over three years on February 22, 2013, 2014 and 2015. The last tranche of rights was
exercised on February 23, 2015.
Under the terms of the Long Term Incentive Plan, the rights to the Company Performance LTI will vest on condition that predetermined
financial performance targets for the period from January 1, 2012 to December 31, 2014 are met and on condition that the beneficiary remains
in office up to the date of approval of the consolidated financial statements at December 31, 2014 by the Board of Directors; the rights will
become exercisable and may be exercised in a single installment subsequent to the date of approval of the consolidated financial statements
at December 31, 2014 by the Board of Directors.
In connection with the Merger, upon recommendation of the Compensation Committee, the Board of Directors of CNH Industrial resolved
to consider the performance conditions met for the Chairman’s Company performance share units. This modification did not result in any
additional compensation expenses. The units vested on February 1, 2015 and were exercised on February 23, 2015.
The two awards were settled by issuing new shares.
The following table reflects the share activity under the Company Performance LTI for the years ended December 31, 2015 and 2014:
2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Number of shares (in €) Number of shares (in €)
Nonvested at beginning of year 1,000,000 7.795 1,000,000 7.795
Granted - - - -
Forfeited - - - -
Vested (1,000,000) 7.795 - -
Nonvested at end of year - - 1,000,000 7.795
The following table reflects the share activity under the Retention LTI for the years ended December 31, 2015 and 2014:
2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Number of shares (in €) Number of shares (in €)
Nonvested at beginning of year 366,666 7.795 733,333 7.795
Granted - - - -
Forfeited - - - -
Vested (366,666) 7.795 (366,667) 7.795
Nonvested at end of year - - 366,666 7.795
The fair value of these awards was based on the market value of Fiat Industrial S.p.A.’s common shares on the date of the grant.
Defined benefit plans may be unfunded, or they may be wholly or partly funded by contributions made by an entity, and sometimes by its
employees, into an entity, or fund, that is legally separate from the employer from which the employee benefits are paid. Benefits are generally
payable under these plans after the completion of employment. Defined benefit plans are classified by CNH Industrial on the basis of the type
of benefit provided as follows: Pension plans, Healthcare plans, and Other post-employment benefits.
Pension plans
Pension obligations primarily comprise the obligations of CNH Industrial’s pension plans in the United States, the United Kingdom, and
Germany.
Under these plans, contributions are made to a separate fund (trust) that independently administers the plan assets. CNH Industrial’s funding
policy is to contribute amounts to the plan equal to the amounts required to meet the minimum funding requirements pursuant to the laws
of the applicable jurisdictions. The significant pension plans that we are required to fund are in the United States and the United Kingdom.
CNH Industrial may also choose to make discretionary contributions in addition to the funding requirements. To the extent that a fund is
overfunded, the Group is not required to make further contribution to the plan in respect of minimum performance requirements so long as
the fund is in surplus.
Healthcare plans
Healthcare plan obligations comprise obligations for healthcare and insurance plans granted to CNH Industrial employees working in the
United States and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least
10 years of employment. CNH Industrial U.S. salaried and non-represented hourly employees and Canadian employees hired after January
1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH Industrial
plans. These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH Industrial has reserved the right to
change or terminate these benefits, subject to the provisions of any collective bargaining agreement. These plans are not required to be funded.
However, beginning in 2007, CNH Industrial began making contributions on a voluntary basis to a separate and independently managed fund
established to finance the North American healthcare plans.
The item Other provisions for employees consists of the best estimate at the balance sheet date of short-term employee benefits payable by
the Group within twelve months from the end of the period in which the employees render the related service.
The item Other long-term employee benefits consists of the Group’s obligation for those benefits generally payable during employment on
reaching a certain level of seniority in the company or when a specified event occurs, and reflects the probability of payment and the length
of time over which this will be made.
156 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
In 2015 and in 2014 changes in Other provisions for employees and in Other long-term employee benefits are as follows:
Post-employment benefits
The amounts recognized in the statement of financial position for post-employment benefits at December 31, 2015 and 2014 are as follows:
Reimbursement rights 1 1 - - - -
Amounts at year-end:
Liabilities 807 958 1,052 1,136 341 449
Assets (6) (20) - - - -
Net liability 801 938 1,052 1,136 341 449
(1) The healthcare and other post-employment plans are not required to be prefunded.
Changes in the present value of post-employment obligations in 2015 and 2014 are as follows:
Remeasurements:
Actuarial losses/(gains) from changes in demographic assumptions (1) 60 (5) 31 (1) -
Actuarial losses/(gains) from changes in financial assumptions (155) 363 (40) 136 (21) 48
Other remeasurements (4) 4 (18) (17) (5) 1
Total remeasurements (160) 427 (63) 150 (27) 49
(1) The healthcare and other post-employment plans are not required to be prefunded.
Other remeasurements mainly include in 2015 and 2014 the amount of experience adjustments.
157
Changes in the fair value of plan assets for post-employment benefits in 2015 and 2014 are as follows:
Remeasurements:
Return on plan assets (98) 180 (4) 6
Actuarial gains/(losses) from changes in financial assumptions - - - -
Total remeasurements (98) 180 (4) 6
Net benefit cost/(income) recognized during 2015 and 2014 for post-employment benefits is as follows:
Remeasurements:
Return on plan assets 98 (180) 4 (6) - -
Actuarial losses/(gains) from changes in demographic assumptions (1) 60 (5) 31 (1) -
Actuarial losses/(gains) from changes in financial assumptions (155) 363 (40) 136 (21) 48
Other remeasurements (4) 4 (18) (17) (5) 1
Total remeasurements (62) 247 (59) 144 (27) 49
Exchange rate differences (73) (78) (8) (5) (43) (60)
Net benefit cost/(income) recognized to other comprehensive income (135) 169 (67) 139 (70) (11)
Total net benefit cost/(income) recognized during the year (81) 219 (15) 182 (59) (15)
158 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
The following summarizes data from CNH Industrial’s defined benefit pension plans by significant geographical area for the years ended
December 31, 2015 and 2014:
(1) Pension benefits in Germany and some other countries are not required to be prefunded.
Changes in the effects of the asset ceiling for 2015 and 2014 are as follows:
N° of years
Healthcare plans 12
Pension plans 13
Other 10
159
Assumptions
Post-employment benefits are calculated on the basis of the following main assumptions:
(*) CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2024 and 2018 for U.S. and Canada plans, respectively.
Assumed discount rates are used in measurements of pension, healthcare and other post-employment benefit obligations and net interest
on the net defined benefit liability/asset. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on
high-quality fixed income investments at the measurement date. The discount rates for the U.S., European, U.K. and Canadian obligations are
based on a benefit cash flow-matching approach and represent the rates at which the benefit obligations could effectively be settled as of the
measurement date, December 31. The benefit cash flow-matching approach involves analyzing CNH Industrial’s projected cash flows against a
high quality bond yield curve, mainly calculated using a wide population of AA-yield corporate bonds subject to minimum amounts outstanding
and meeting other defined selection criteria. The discount rates for the CNH Industrial’s remaining obligations are based on benchmark yield
data of high-quality fixed income investments for which the timing and amounts of payments approximate the timing and amounts of projected
benefit payments.
The assumed healthcare trend rate represents the rate at which healthcare costs are assumed to increase. Rates are determined based on
CNH Industrial’s specific experience, consultation with actuaries and outside consultants, and various trend factors including general and
healthcare sector-specific inflation projections from the United States Department of Health and Human Services Healthcare Financing
Administration The initial trend is a short-term assumption based on recent experience and prevailing market conditions. The ultimate trend
is a long-term assumption of healthcare cost inflation based on general inflation, incremental medical inflation, technology, new medicine,
government cost-shifting, utilization changes, an aging population, and a changing mix of medical services.
In October 2014, the Society of Actuaries (“SOA”) in the United States issued updated mortality table (“RP-2014”) and mortality improvement
scale (“MP-2014”). Accordingly, CNH Industrial reviewed the historical mortality experience and demographic characteristics of its U.S.
pension and Healthcare plan participants and has decided to adopt the variants of Blue Collar tables of RP-2014 as the base mortality tables,
and Male Scale BB as opposed to MP-2014 as the mortality improvement scale. CNH Industrial management believes the new mortality
assumptions most appropriately represent its plans’ experience and characteristics. The adoption of the new mortality assumptions resulted
in a total increase of $69 million to the Group’s benefit obligations at December 31, 2014, of which, $37 million was related to Pension plans
and $32 million to Healthcare plans.
Beginning in 2016, CNH Industrial will change the method used to estimate the service cost and net interest components of the net benefit
cost. The new method uses the spot yield curve approach to estimate the service cost and net interest components by applying the specific
spot rates along the yield curve used to determine the net benefit obligations to relevant projected cash outflows. Prior to 2016, those costs
were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit obligations.
CNH Industrial will change to the new method to provide a more precise measure of service cost and net interest expense by improving the
correlation between the projected benefit cash flows and the discrete spot yield curve rates. CNH Industrial will account for this change as a
change in estimate prospectively beginning in the first quarter of 2016. The decrease in the 2016 net benefit cost, primarily in the net interest
expense, is estimated to be approximately $13 million compared to the previous method.
160 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Assumed discount rates and healthcare cost trend rates have a significant effect on the amount recognized in the 2015 financial statements. A
one percentage point change in the assumed discount rates would have the following effects:
A one percentage point change in the assumed healthcare cost trend rates would have the following effects:
Plan assets
The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations. Typically, less mature
plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of
inflation. More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income
with limited volatility. Risk management practices include the use of multiple asset classes and investment managers within each asset class for
diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored. Plan assets do not
include treasury shares of CNH Industrial N.V. or properties occupied by Group companies.
The fair value of the plan assets at December 31, 2015 may be disaggregated by asset class and level as follows. Fair value levels presented
below are described in the “Significant accounting policies – Fair value measurement” section of these Notes.
(1) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.
(2) This category includes primarily commingle funds, which invest in both U.S. and non-U.S. equity securities.
161
The fair value of the plan assets at December 31, 2014 may be disaggregated by asset class and level as follows. Fair value levels presented
below are described in the “Significant accounting policies – Fair value measurement” section of these Notes.
(1) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.
(2) This category includes primarily commingled funds, which invest in both U.S. and non-U.S. equity securities.
Contribution
CNH Industrial expects to contribute approximately $34 million to its pension plans in 2016.
The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected
to be received are as follows:
Potential outflows in the years after 2016 are subject to a number of uncertainties, including future asset performance and changes in
assumptions.
162 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
At At
December Release to Other December
($ million) 31, 2014 Charge Utilization income changes 31, 2015
Warranty and technical assistance provision 1,020 738 (723) (23) (104) 908
Restructuring provision 107 45 (87) (1) (7) 57
Investment provision 6 - - - 1 7
Other risks 2,422 3,212 (3,333) (32) (146) 2,123
Total Other provisions 3,555 3,995 (4,143) (56) (256) 3,095
The warranty and technical assistance provision represents management’s best estimate of commitments given by the Group for contractual,
legal or constructive obligations arising from product warranties given for a specified period of time which begins at the date of delivery
to the customer. This estimate has been calculated considering past experience and specific contractual terms. This provision also includes
management’s best estimate of the costs that are expected to be incurred in connection with product defects that could result in a larger recall
of vehicles. This provision for risks is developed through an assessment of reported damages or returns on a case-by-case basis.
The restructuring provision includes the estimated amount of benefits payable to employees on termination in connection with restructuring
plans amounting to $31 million at December 31, 2015 ($80 million at December 31, 2014), facility related costs amounting to $5 million at
December 31, 2015 ($22 million at December 31, 2014) and other costs totaling $21 million at December 31, 2015 ($5 million at December
31, 2014).
The total balance at December 31, 2015 relates to restructuring programs of the following segments: Commercial Vehicles $20 million ($58
million at December 31, 2014), Agricultural Equipment $5 million ($21 million at December 31, 2014), Construction Equipment $31 million
($25 million at December 31, 2014), and Financial Services $1 million (zero at December 31,2014).
At December 31, 2015, the remaining cost expected to be incurred for existing restructuring plans is approximately $80 million, which is
expected to be incurred primarily in 2016. CNH Industrial now estimates a total cumulative charge of approximately $360 million between
2014-2016 for the efficiency program, as additional restructuring actions have been identified. The combined benefits of the efficiency
program’s actions will result in estimated savings of approximately $200 million per year.
The provision for other risks represents the amounts set aside by the individual companies of the Group principally in connection with
contractual and commercial risks and disputes. The more significant balances of these provisions are as follows:
rise to the liability. Their estimate takes into account, as applicable, the views of legal counsel and other experts, the experience of the company
and others in similar situations and the company’s intentions with regard to further action in each proceeding. CNH Industrial’s consolidated
provision combines the individual provisions established by each of the Group’s companies.
Commercial risks - this provision includes the amount of obligations arising in connection with the sale of products and services such as
maintenance contracts. An accrual is made when the expected costs to complete the services under these contracts exceed the revenues
expected to be realized.
Environmental risks – this provision represents management’s best estimate of the Group’s probable environmental obligations. Amounts
included in the estimate comprise direct costs to be incurred in connection with environmental obligations associated with current or
formerly owned facilities and sites. This provision also includes costs related to claims on environmental matters.
27. Debt
Credit Facilities
Lenders of committed credit facilities have the obligation to make advances up to the facility amount. Lenders of uncommitted facilities have
the right to terminate the agreement with prior notice to CNH Industrial. At December 31, 2015, available committed lines of credit expiring
after twelve months amounted to $3.0 billion ($2.7 billion at December 31, 2014). The Company has credit facilities available in varying
currencies that have various maturity dates up to 2019.
In 2014, the Company signed a five-year committed revolving credit facility for €1.75 billion, replacing an existing three-year €2 billion
committed revolving credit facility which was scheduled to mature in February 2016. The €1.75 billion ($2.1 billion) facility, guaranteed by the
parent company with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A.
and CNH Industrial Finance North America Inc.), envisages typical provisions for contracts of this type and size, such as: financial covenants
(Net debt/EBITDA and EBITDA/Net interest ratios relating to Industrial Activities), other covenants mainly relating to Industrial Activities
including negative pledge, pari passu, restrictions on the incurrence of indebtedness by certain subsidiaries, customary events of default (some
of which are subject to minimum thresholds and customary mitigants) including cross-default provisions, failure to pay amounts due or to
comply with certain provisions under the loan agreement, the occurrence of certain bankruptcy-related events and mandatory prepayment
obligations upon a change in control of CNH Industrial or the borrowers. The failure to comply with these provisions, in certain cases if not
suitably remedied, can lead to the requirement to make early repayment of the outstanding advances. At December 31, 2015 there were no
breaches of such commitments.
Debt
An analysis of debt by nature and due date is as follows:
Other debt:
Bonds 840 6,719 871 8,430 2,112 6,557 850 9,519
Borrowings from banks 1,812 2,471 114 4,397 2,257 3,127 163 5,547
Payables represented by securities 221 158 - 379 392 309 - 701
Other 127 63 63 253 211 54 82 347
Total Other debt 3,000 9,411 1,048 13,459 4,972 10,047 1,095 16,114
Total Debt 9,692 15,663 1,103 26,458 11,145 17,397 1,159 29,701
The item Asset-backed financing represents the financing received through both securitization and factoring transactions which does not
meet IAS 39 derecognition requirements and is recognized as an asset in the statement of financial position. In 2015 there was an increase of
approximately $62 million in asset backed financing, excluding exchange differences.
During the year Other debt decreased, net of exchange differences, by $760 million. The decrease is mainly due to bond repayments of $1,876
million, net decrease in borrowings from banks and other securities of $173 million, partially offset by the issuance of new bonds for $1,311
million.
164 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
The major bond issues outstanding at December 31, 2015 are the following:
Interest rate
Total
from 5% to from 7.5% to from 10% to greater than at December
($ million) less than 5% 7.5% 10% 12.5% 12.5% 31, 2015
U.S. dollar 11,425 765 1,500 - - 13,690
Euro 6,369 1,307 - - - 7,676
Brazilian real 98 994 86 69 974 2,221
Canadian dollar 1,466 - - - - 1,466
Australian dollar 773 - - - - 773
British pound 212 - - - - 212
Chinese renminbi 26 144 - - - 170
Polish zloty 104 - - - - 104
Argentine peso - - 10 - 60 70
Turkish lira - - - - 37 37
Danish krone 20 - - - - 20
Other - 15 - - 4 19
Total Debt 20,493 3,225 1,596 69 1,075 26,458
Debt with annual nominal interest rates in excess of 12.5% principally relates to the companies operating in Argentina and Brazil.
165
For further information on the management of interest rate and currency risk reference should be made to the section “Risk Management”
and to Note 33.
At December 31, 2015 the Group had outstanding financial lease agreements for certain property, plant and equipment whose net carrying
amount totaling $89 million ($108 million at December 31, 2014) is included in Property, plant and equipment (Note 15). Payables for finance
leases included in Other debt amount to $53 million at December 31, 2015 ($64 million at December 31, 2014) and may be analyzed as follows:
As discussed in Note 15, finance lease payables also relate to suppliers’ assets recognized in the Consolidated Financial Statements in accordance
with IFRIC 4.
Debt secured with mortgages and other liens on assets of the Group amounts to $135 million at December 31, 2015 ($150 million at December
31, 2014); this amount includes $53 million ($64 million at December 31, 2014) due to creditors for assets acquired under finance leases. The
total carrying amount of assets acting as security for loans amounts to $169 million at December 31, 2015 ($192 million at December 31, 2014).
In addition, the Group’s assets include current receivables and cash with a pre-determined use to settle asset-backed financing of $12,999
million at December 31, 2015 ($13,587 million at December 31, 2014).
The carrying amount of Trade payables is in line with their fair value at the balance sheet date.
An analysis of Other current liabilities (excluding Accrued expenses and deferred income) by due date is as follows:
Advances on buy-back agreements refer to new vehicles sold with the buy-back commitment from Commercial Vehicles included in Property,
plant and equipment. As described in section “Significant accounting policies”, the initial sale price received for such products is recognized as
Advances on buy-back agreements. The difference between the initial sale price and the buy-back price is recognized as rental revenue on a
straight-line basis over the term of the operating lease. The balance of Advances on buy-back agreements at December 31, 2015 and 2014
represented a sum of the deferred rental revenue and the guaranteed buy-back price.
Commitments
CNH Industrial has entered operating lease contracts for the right to use industrial buildings and equipment with an average term of 10-20
years and 3-5 years, respectively. Total future minimum lease payments under non-cancellable lease contracts are as follows:
In 2015, the Group recognized costs for lease payments of $69 million ($58 million in 2014).
167
At December 31, 2015, Financial Services has various agreements to extend credit for the following financing arrangements:
Guarantees
CNH Industrial provided loan guarantees on the debt or commitments of third parties and performance guarantees mainly on behalf of a joint
venture related to commercial commitments of defense vehicles totaling $316 million and $383 million as of December 31, 2015 and 2014,
respectively.
Other contingencies
CNH Industrial N.V. is successor to Fiat Industrial S.p.A., a company formed as a result of the demerger of Fiat S.p.A. (which, effective October
12, 2014, was merged into Fiat Chrysler Automobiles N.V., “FCA”) in favor of Fiat Industrial S.p.A. (the “Demerger”). As such, CNH Industrial
continues to be liable jointly with FCA for the liabilities of FCA that arose prior to the effective date of the Demerger (January 1, 2011) and
were still outstanding at that date (the “Liabilities”). This statutory provision is limited to the value of the net assets transferred to Fiat Industrial
in the Demerger and survives until the Liabilities are satisfied in full. Furthermore, CNH Industrial N.V. may be responsible jointly with FCA
in relation to tax liabilities, even if such tax liabilities exceed the value of the net assets transferred to Fiat Industrial in the Demerger. At
December 31, 2015, the outstanding Liabilities amounted to approximately $1.3 billion (of which $1.1 billion consisted of bonds guaranteed
by FCA). CNH Industrial evaluated as extremely remote the risk of FCA’s insolvency and therefore no specific provision has been accrued in
respect of the above-mentioned potential joint liability.
Revenues for each reported segment are those directly generated by or attributable to the segment as a result of its usual business activities
and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at
normal market prices. Segment expenses represent expenses deriving from each segment’s business activities both with third parties and other
operating segments or which may otherwise be directly attributable to it. Expenses deriving from business activities with other segments are
recognized at normal market prices.
Historically and through 2014, the CODM assessed the performance of the operating segments mainly on the basis of Trading profit/(loss),
earned by those segments, prepared in accordance with EU-IFRS. Due to the CNH Industrial’s transition to reporting under U.S. GAAP during
2014, the CODM also reviewed the 2014 performance of operating segments using Operating profit prepared in accordance with U.S. GAAP,
a non-GAAP measure.
Beginning in 2015, the CODM began reviewing the performance of and allocates resources to the operating segments using only Operating
profit of Industrial Activities calculated using U.S. GAAP measures. Operating Profit of Industrial activities under U.S. GAAP is defined as
net sales less cost of goods sold, selling, general and administrative expenses, and research and development expenses. Operating Profit of
Financial Services under U.S. GAAP is defined as revenues, less selling, general and administrative expenses, interest expenses and certain
other operating expenses. In addition, with reference to Financial Services, the CODM assesses the performance of the segment on the basis
of Net income prepared in accordance with U.S. GAAP. Furthermore, the CODM reviews net revenues, depreciation and amortization, and
expenditures for long-lived assets under U.S. GAAP by segment. Prior year segment data has been recast to conform to the current year’s
presentation.
Operating profit under U.S. GAAP by reportable segment for the years ended December 31, 2015 and 2014 is summarized as follows:
A reconciliation from consolidated Operating profit under U.S. GAAP to Profit/(loss) before taxes under EU-IFRS for the years ended
December 31, 2015 and 2014 is provided below:
Net income prepared under U.S. GAAP for Financial Services for 2015 and 2014 is summarized as follows, together with a reconciliation to
CNH Industrial’s consolidated Profit/(loss) before taxes under EU-IFRS for the same years:
(*) Details about this item are provided in Note 38 “EU-IFRS to U.S. GAAP reconciliation”.
169
Net Revenues under U.S. GAAP, together with a reconciliation to the corresponding EU-IFRS consolidated item for the years ended December
31, 2015 and 2014 are provided below:
Depreciation and amortization under U.S. GAAP by operating segment, together with a reconciliation to the corresponding EU-IFRS
consolidated item for the years ended December 31, 2015 and 2014 are provided below:
(1) Excluding assets sold with buy-back commitments and equipment on operating lease.
Expenditures for long-lived assets under U.S. GAAP by operating segment together with a reconciliation to the corresponding EU-IFRS
consolidated item for the years ended December 31, 2015 and 2014 are provided below:
(1) Excluding assets sold with buy-back commitments and equipment on operating lease.
170 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Total non-current Assets located in U.K., excluding financial assets, deferred tax assets, defined benefit assets and rights arising under insurance
contracts were $284 million and $284 million at December 31, 2015 and 2014, respectively, and the total of such assets located in the rest of
the world totaled $14,169 million and $14,644 million at December 31, 2015 and 2014, respectively. The following highlights non-current assets
by geographical area in the rest of the world:
In 2015 and 2014, no single external customer of CNH Industrial accounted for 10 per cent or more of consolidated revenues.
Credit risk
Our credit concentration risk differs in relation to the activities carried out by the individual segments and various sales markets in which we
operate; in all cases, however, the risk is mitigated by the large number of counterparties and customers. Considered from a global point of
view, however, there is a concentration of credit risk in trade receivables and receivables from financing activities, in particular dealer financing
and finance leases in the European Union market and in North America, as well as in Latin America for the main segments.
Financial assets are recognized in the statement of financial position net of write-downs for the risk that counterparties may be unable to fulfill
their contractual obligations, determined on the basis of the available information as to the creditworthiness of the customer and historical data.
The maximum credit risk to which we were theoretically exposed at December 31, 2015 is represented by the carrying amounts stated for
financial assets in the statement of financial position and the nominal value of the guarantees provided on liabilities or commitments to third
parties as discussed in Note 30.
Dealers and final customers are subject to specific assessments of their creditworthiness under a detailed scoring system. In addition to
carrying out this evaluation process, we may also obtain financial and non-financial guarantees for risks arising from credit granted for the
sale of commercial vehicles, agricultural equipment and construction equipment. These guarantees are further secured where possible by
retention of title clauses or specific guarantees on financed vehicle sales to the distribution network and on vehicles assigned under finance
leasing agreements.
Balances which are objectively uncollectible either in part or for the whole amount are written down on a specific basis if they are individually
significant. The amount of the write-down takes into account an estimate of the recoverable cash flows and the date of receipt, the costs of
recovery, and the fair value of any guarantees received. Impairment losses are recognized for receivables that are not written down on a specific
basis, but rather determined based on historical experience and statistical information.
Receivables for financing activities amounting to $19,001 million at December 31, 2015 ($21,472 million at December 31, 2014) containing
balances totaling $312 million ($128 million at December 31, 2014) that have been written down on an individual basis. Of the remainder,
balances totaling $163 million ($405 million at December 31, 2014) are past due by up to one month, while balances totaling $337 million are
past due by more than one month ($375 million at December 31, 2014). In the event of installment payments, even if only one installment is
overdue, the whole amount of the receivable is classified as such.
Trade receivables and Other current receivables totaling $1,464 million at December 31, 2015 ($2,318 million at December 31, 2014) contain
balances totaling $95 million ($85 million at December 31, 2014) that have been written down on an individual basis. Of the remainder,
balances totaling $55 million ($28 million at December 31, 2014) are past due by up to one month, while balances totaling $78 million ($239
million at December 31, 2014) are past due by more than one month.
Liquidity risk
We are exposed to funding risk if there is difficulty in obtaining finance for operations at any given point in time.
The cash flows, funding requirements and liquidity of our subsidiaries are monitored on a centralized basis, under the control of our Treasuries.
The aim of this centralized system is to optimize the efficiency and effectiveness of the management of our capital resources.
Additionally, as part of our activities, we regularly carry out funding operations on the various financial markets which may take on different
technical forms and which are aimed at ensuring that it has an adequate level of current and future liquidity.
Measures taken to generate financial resources through operations and to maintain an adequate level of available liquidity are an important
factor in ensuring normal operating conditions and addressing strategic challenges. We therefore plan to meet our requirements to settle
liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations and available liquidity, renewing or
refinancing bank loans and making recourse to the bond market and other forms of funding.
The two main factors that determine our liquidity situation are the funds generated by or used in operating and investing activities and the debt
lending period and its renewal features or the liquidity of the funds employed and market terms and conditions.
CNH Industrial has adopted a series of policies and procedures whose purpose is to optimize the management of funds and to reduce the
liquidity risk, as follows:
centralizing the management of receipts and payments, where it may be economical in the context of the local statutory, currency and fiscal
regulations of the countries in which we are present;
maintaining an adequate level of available liquidity;
diversifying the means by which funds are obtained and maintaining a continuous and active presence on the capital markets;
obtaining adequate credit lines; and
monitoring future liquidity on the basis of business planning.
172 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Details as to the repayment structure of the CNH Industrial’s financial assets and liabilities are provided in Note 19 “Current Receivables and
Other current assets” and in Note 27 “Debt”. Details of the repayment structure of derivative financial instruments are provided in Note 21.
Management believes that the funds currently available, together with the funds that will be generated from operating and financing activities,
will enable CNH Industrial to satisfy its requirements resulting from its investing activities and its working capital needs and to fulfill its
obligations to repay its debts at their natural due date.
Currency risk
As a multinational Group that has operations throughout the world, we are exposed to market risks from fluctuations in foreign currency
exchange and interest rates.
The exposure to foreign currency risk arises both in connection with the geographical distribution of our industrial activities compared to the
markets in which we sell our products, and in relation to the use of external borrowing denominated in foreign currencies.
The exposure to interest rate risk arises from the need to fund industrial and financial operating activities and the necessity to deploy surplus
funds. Changes in market interest rates may have the effect of either increasing or decreasing our net profit/(loss), thereby indirectly affecting
the costs and returns of financing and investing transactions.
We regularly assess our exposure to interest rate and foreign currency risk and manage those risks through the use of derivative financial
instruments in accordance with its established risk management policies.
Our policy permits derivatives to be used only for managing the exposure to fluctuations in exchange and interest rates connected with future
cash flows and assets and liabilities, and not for speculative purposes.
We utilize derivative financial instruments designated as fair value hedges, mainly to hedge:
the currency risk on financial instruments denominated in foreign currency;
the interest rate risk on fixed rate loans and borrowings.
The instruments used for these hedges are mainly currency swaps, forward contracts, interest rate swaps and combined interest rate and
currency financial instruments.
We use derivative financial instruments as cash flow hedges for the purpose of pre-determining:
the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for;
the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a pre-
defined mix of floating versus fixed rate funding structured loans.
The exchange rate exposure on forecasted commercial flows is hedged by currency swaps, forward contracts and currency options. Interest
rate exposures are usually hedged by interest rate swaps and, in limited cases, by forward rate agreements.
Counterparties to these agreements are major and diverse financial institutions.
Information on the fair value of derivative financial instruments held at the balance sheet date is provided in Note 21 “Other financial assets
and Other financial liabilities”.
Where one of our subsidiaries incurs costs in a currency different from that of its revenues, any change in exchange rates can affect the
operating profit/(loss) of that company. In 2015, the total net trade flows exposed to currency risk amounted to the equivalent of 17% of our
turnover (18% in 2014). The principal exchange rates to which we are exposed are the following:
USD/EUR, in relation to the production/purchases of Agricultural Equipment and Construction Equipment in the euro area and to sales in
dollars made by Commercial Vehicles;
USD/BRL and EUR/BRL, in relation to production in Brazil and the respective import/export flows;
USD/AUD, mainly in relation to sales made by Agricultural Equipment and Construction Equipment in Australia;
EUR/GBP, predominately in relation to sales on the U.K. market.
Trade flows exposed to changes in these exchange rates in 2015 made up approximately 70% of the exposure to currency risk from trade
transactions.
It is our policy to use derivative financial instruments to hedge a certain percentage, on average between 55% and 85%, of the forecasted
trading transaction exchange risk exposure for the coming 12 months (including risk beyond that date where it is believed to be appropriate)
and to hedge completely the exposure resulting from firm commitments.
173
Certain subsidiaries may hold trade receivables or payables denominated in a currency different from the subsidiary’s functional currency. In
addition, in a limited number of cases, subsidiaries may obtain financing or use funds in a currency different from their functional currency.
Changes in exchange rates may result in exchange gains or losses arising from these situations. It is our policy to hedge fully, whenever possible,
the exposure resulting from receivables, payables and securities denominated in foreign currencies different from the subsidiary’s functional
currency.
Certain of our subsidiaries are located in countries outside of the United States. As our reporting currency is the U.S. dollar, the income
statements of those subsidiaries are converted into U.S. dollars using the average exchange rate for the period, and while revenues and margins
are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs and the results
reported in U.S. dollars.
The assets and liabilities of consolidated companies whose functional currency is different from the U.S. dollar may acquire converted values in
U.S. dollars which differ as a function of the fluctuation in exchange rates. The effects of these changes are recognized directly in the Cumulative
Translation Adjustments reserve, included in Other comprehensive income (see Note 24).
We monitor our principal exposure to translation exchange risk, although there was no specific hedging in place at December 31, 2015.
There were no substantial changes in 2015 in the nature or structure of exposure to currency risk or in our hedging policies.
Sensitivity analysis
The potential loss in fair value of derivative financial instruments held for currency risk management (currency swaps/forwards, currency
options, interest rate and currency swaps) at December 31, 2015 resulting from a hypothetical change of 10% in the exchange rates amounts
to approximately $258 million ($255 million at December 31, 2014). The valuation model for currency options assumes that market volatility
at year-end remains unchanged.
Receivables, payables and future trade flows whose hedging transactions have been analyzed were not considered in this analysis. It is
reasonable to assume that changes in exchange rates will produce the opposite effect, of an equal or greater amount, on the underlying
transactions that have been hedged.
Sensitivity analysis
In assessing the potential impact of changes in interest rates, we separate fixed rate financial instruments (for which the impact is assessed in
terms of fair value) from floating rate financial instruments (for which the impact is assessed in terms of cash flows).
The fixed rate financial instruments used by us consist of retail receivables, debt, ABS securities and other instruments.
The potential loss in fair value of fixed rate financial instruments (including the effect of interest rate derivative financial instruments) held at
December 31, 2015, resulting from a hypothetical, unfavorable and instantaneous change of 10% in market interest rates, would have been
approximately $15 million (approximately $25 million at December 31, 2014).
Floating rate financial instruments consist principally of cash and cash equivalents, wholesale receivables, debt and ABS securities. The effect of
the sale of receivables is also considered in the sensitivity analysis as well as the effect of hedging derivative instruments.
A hypothetical change of 10% in short-term interest rates at December 31, 2015, applied to floating rate financial assets and liabilities,
operations for the sale of receivables and derivative financial instruments, would have caused increased net expenses before taxes, on an
annual basis, of approximately $5 million (approximately $5 million at December 31, 2014).
This analysis is based on the assumption that there is a hypothetical change of 10% in interest rates across homogeneous categories. A
homogeneous category is defined on the basis of the currency in which the financial assets and liabilities are denominated.
174 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Sensitivity analysis
In the event of a hypothetical change of 10% in the underlying raw materials prices, the potential loss in fair value of outstanding derivative
financial instruments at December 31, 2015 linked to commodity prices would have been not significant (not significant at December 31, 2014).
In 2015 and 2014 there were no transfers between levels in the fair value hierarchy.
Description of the valuation techniques used to determine the fair value of derivative financial instruments is included in Note 21 “Other
financial assets and Other financial liabilities”.
The fair values of Receivables from financing activities are included in the Level 3 and have been estimated based on discounted cash flows
analysis with the most significant inputs being the market discount rates that reflect conditions applied in various reference markets on
receivables with similar characteristic, adjusted to take into account the credit risk of the counterparties.
The fair values of Bonds are included in the Level 2, with the exception of the bonds issued by CNH Industrial Finance Europe S.A. which are
included in the Level 1 and have been estimated with reference to quoted prices in active markets.
The fair values of Asset-backed financing, Borrowings from banks, Payable represented by securities and Other debt are included in the Level
2 and have been estimated based on discounted cash flows analysis using the current market interest rates at year-end adjusted for the Group
non-performance risk over the remaining term of the financial liability.
EXOR S.p.A. is a major investment holding company in Europe. Among other things, EXOR S.p.A. manages a portfolio that includes investments
in FCA. On September 1, 2015, EXOR S.p.A. closed the sale of its interest in Cushman & Wakefield to DTZ. During the year ended December
31, 2015 and 2014, CNH Industrial purchased real estate services from Cushman & Wakefield. The related transaction amounts were
insignificant during 2015 and 2014.
At December 31, 2015 and 2014, CNH Industrial had pledged guarantees on commitments of its joint venture for an amount of $203 million
and $277 million, respectively, mainly related to IVECO - OTO MELARA Società consortile a responsabilità limitata.
At the
($ million) Acquisition date
Non-current assets 86
Current assets 30
Total assets acquired (a) 116
Liabilities assumed (b) 10
Net assets acquired/(Net liabilities assumed) (a) – (b) 106
The transaction led to the recognition of goodwill of $8 million given the favorable earnings prospects of the business forming part of the
transaction.
The consideration paid in this business combination is set out below, together with the resulting cash flows:
At the
($ million) Acquisition date
Consideration due 106
Consideration deferred -
Total Consideration 106
Cash outflows:
Cash and cash equivalents paid 106
Cash and cash equivalents received -
Total cash flows paid/(received) 106
178 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Disposals
The Group made no significant disposals of investments in 2015 and 2014.
Operating activities
Cash flows from/(used in) operating activities derive mainly from the Group’s main revenue producing activities.
Adjustments to exclude non-cash effects related to the sale of vehicles under buy-back commitments are included under operating activities
in a single line item which includes changes in working capital, capital expenditures, amortization, depreciation and impairment losses. This
item also includes gains and losses arising from the sales of vehicles transferred under buy-back commitments that occur before the end of the
agreement term without repossession of the vehicle.
Change in operating lease items comprises capital expenditures for assets under operating lease and reflects adjustments to exclude non-cash
items such as amortization, depreciation, impairment losses and changes in inventories.
The adjustment to exclude Other non-cash items of $271 million in 2015 ($157 million in 2014) includes an amount of $222 million ($108
million in 2014) related to result from investments net of impairment losses on assets recognized during the year.
Changes in working capital for 2015 and 2014 are summarized as follows:
The Cash flows for income tax payments net of refunds in 2015 amount to $345 million ($744 million in 2014).
Total interest of $945 million was paid and interest of $821 million was received in 2015 (interest of $944 million was paid in 2014, and interest
of $1,000 million was received in 2014).
Investing activities
Cash flows from/(used in) investing activities represent the extent to which expenditures have been made for resources intended to generate
future income and cash flows. Only expenditures resulting in an asset recognized in the balance sheet are classified as investing activities in the
Statement of cash flows. In particular, Cash flows from/(used in) investing activities include net change in receivables from financing activities
that may be analyzed as follows:
Liquidity generated by the decrease in receivables from financing activities in 2015 was primarily a result of lower levels of financing provided
to both dealers and customers in NAFTA.
Consideration for the acquisition and disposal of subsidiaries and of other investments is discussed in Note 36.
179
Financing activities
The net change in other financial payables and other financial assets/liabilities mainly reflects changes in borrowings from banks and in asset-
backed financing, together with changes in other financial assets and other financial liabilities (consisting of derivative financial instruments
measured at fair value at the balance sheet date, as indicated in Note 21 above).
Changes in 2015 and 2014 are summarized as follows:
Net change in other financial assets and other financial liabilities (36) (15)
Net change in other financial payables and other financial assets/liabilities 75 (808)
Reconciliation of Profit
($ million) Note 2015 2014
Profit in accordance with EU-IFRS 234 916
Adjustments to conform with U.S. GAAP:
Development costs, net (a) 28 (231)
Goodwill and other intangible assets (b) (8) (8)
Defined benefit plans (c) (47) (56)
Restructuring provisions (d) (5) 8
Other adjustments (e) (19) (20)
Tax impact on adjustments (f) (1) 103
Deferred tax assets and tax contingencies recognition (g) 66 (4)
Total adjustments 14 (208)
Net income in accordance with U.S. GAAP 248 708
March 4, 2016
Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
O3
COMPANY
FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015
184 Company Income Statement
185 Company Statement of Financial Position
186 Notes to the Company Financial Statements
204 Other Information
184 COMPANY COMPANY
FINANCIAL INCOME
STATEMENTS STATEMENT
AT DECEMBER 31,
2015
COMPANY
INCOME STATEMENT
(€ thousand) Notes 2015 2014
Net revenues (1) 1,363,943 1,007,130
Cost of sales 1,173,277 868,182
GROSS PROFIT 190,666 138,948
Selling, general and administrative costs (2) 150,172 99,496
Research and development costs (3) 37,888 21,173
Other income/(expenses) (4) 26,374 23,922
Restructuring expenses (5) 1,559 1,900
OPERATING PROFIT/(LOSS) 27,421 40,301
Financial income/(expenses) (6) (70,980) (111,313)
Result from investments (7) 268,445 691,230
PROFIT/(LOSS) BEFORE TAXES 224,886 620,218
Income taxes (8) 11,783 (69,919)
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 213,103 690,137
Profit/(loss) from discontinued operations - -
PROFIT/(LOSS) 213,103 690,137
COMPANY COMPANY 185
STATEMENT FINANCIAL
OF FINANCIAL STATEMENTS
POSITION AT DECEMBER 31,
2015
COMPANY STATEMENT
OF FINANCIAL POSITION
(€ thousand) Notes At December 31, 2015 At December 31, 2014
ASSETS
Intangible assets (10) 71,598 69,569
Property, plant and equipment (11) 73,442 62,288
Investments in group companies and other equity interests (12) 10,791,600 10,270,608
Other financial assets (13) 447,298 458,693
Deferred tax assets (8) 66,493 88,158
Total Fixed assets 11,450,431 10,949,316
Inventories (14) 132,831 197,239
Trade receivables (15) 203,349 177,798
Current financial receivables (16) 112,824 190,526
Other current assets (17) 68,614 168,211
Cash and cash equivalents (18) 2,468 5,579
Total Current assets 520,086 739,353
TOTAL ASSETS 11,970,517 11,688,669
EQUITY AND LIABILITIES
Equity (19)
Share capital 18,365 18,297
Capital reserve 2,422,915 2,372,100
Legal reserve 2,964,370 2,614,736
Retained profit/(loss) 966,771 510,150
Profit/(loss) for the year 213,103 690,137
Total Equity 6,585,524 6,205,420
Provision for employee benefits (20) 239,401 254,682
Non-current debt (21) 106,675 137,728
Deferred tax liabilities (8) 11,184 6,582
Total Non-current liabilities 357,260 398,992
Other provisions (22) 75,537 55,446
Trade payables (23) 231,292 269,728
Current financial liabilities (24) 4,633,884 4,642,116
Other debt (25) 87,020 116,967
Total Current liabilities 5,027,733 5,084,257
TOTAL EQUITY AND LIABILITIES 11,970,517 11,688,669
186 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
During 2014, the Company acquired the activities of the plant located in Basildon, United Kingdom. These activities,
which were previously held by a subsidiary, were transferred to the Company. The principal activity of the plant is
the manufacture and sale of tractors and the sale of agricultural and construction equipment and machinery in the
local market acting as distributor of product manufactured in other Group companies. With effect May 1, 2014
and as a consequence of the transfer, CNH Industrial N.V. shows in its notes to the Company financial statements
the figures related to the operations of the Basildon plant.
Basis of preparation
The 2015 Company financial statements of the parent company, CNH Industrial N.V., have been prepared in
accordance with the legal requirements of Part 9, Book 2 of the Dutch Civil Code. The Company did not early
adopt the amendments to Part 9 of Book 2 of the Dutch Civil Code (effective for financial years starting on or
after 1 January 2016).
Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union
in their consolidated financial statements to use the same measurement principles in their company financial
statements. The accounting policies are described in a specific section, Significant accounting policies, of the
Consolidated Financial Statements included in this Annual Report. In these Company financial statements,
investments in subsidiaries are accounted for using the equity method.
CNH Industrial N.V. financial statements are presented in euros, the Company’s functional currency.
1. Net revenues
As a result and through the transfer of Basildon operations, the Company operates primarily in the agricultural equipment manufacturing
industry in the United Kingdom. Net revenues comprise the following:
Net revenues are made of agricultural equipment sales for €1,260,728 thousand (€951,051 thousand in 2014) and construction equipment
sales for €103,215 thousand (€56,079 thousand in 2014).
4. Other income/(expenses)
The Other operating income/(expenses) were a net income of €26,374 thousand in 2015 (€23,922 thousand in 2014) and consist of
miscellaneous operating costs which cannot be allocated to specific functional areas, such as indirect taxes and duties, and accruals for various
provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising from trading
operations which is not attributable to the sale of goods and services.
5. Restructuring expenses
Restructuring expenses amount to €1,559 thousand in 2015 (€1,900 thousand in 2014) and represent the total costs associated to the
restructuring due to the Company downsizing of the workforce not replaced.
6. Financial income/(expenses)
The breakdown of financial income and expense was as follows:
Financial expense payable to Group companies decreased versus prior year due to lower cost of funding.
The item includes the Company’s share in the net profit or loss of the investees.
8. Income taxes
A breakdown of taxes recognized in the income statement is provided below:
The Italian current corporate income taxes relates to the current year tax losses and similar tax credits of the CNH Industrial N.V. Italian
branch utilised by the Italian fiscal unit (income €3,046 thousand). Tax credits not used in the current year and other deductible timing
differences of the Italian branch that may be utilised by the Italian fiscal unit in future years are not recognised by the Company.
The UK current corporate income taxes credit of €3,014 thousand relates to a current tax charge of €5,824 thousand (primarily withholding
tax on royalties received), a current tax credit of €10,851 thousand for tax losses utilised in the CNH Industrial N.V. UK tax group and a prior
year adjustment to current tax charge of €2,013 thousand.
The deferred tax charge of €17,843 thousand relates to the reversal of deferred tax assets (charge €11,389 thousand), and charge of €6,454
thousand resulting from the change in UK corporate income tax rate.
190 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Reconciliation between theoretical income taxes determined on the basis of tax rates applicable in the UK and income taxes reported in the
financial statements is as follows:
Theoretical income taxes are calculated by applying the UK corporation tax rate of 20.25% (21.5% in 2014) to the result before taxes.
Permanent differences mainly relates to the net equity evaluation of investments.
Deferred tax assets and liabilities are recognised for temporary differences between the carrying amount in the statement of financial position
and the tax base. Deferred tax assets are recognized to the extent it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Amounts recognized are as follows:
A deferred tax asset of €27,234 thousand (€25,294 thousand in 2014) has not been recognised in respect of other timing differences €12,418
thousand (€6,165 thousand in 2014) and non trading losses carried forward of €14,816 thousand (€19,129 thousand in 2014) as in the opinion
of the directors it cannot be regarded as more likely than not that there will be suitable taxable profits against which these assets can be
recovered.
2015 2014
Managers 47 47
White-collar 361 356
Blue-collar 544 588
Average number of employees 952 991
191
None of these employees are based in The Netherlands. Some of the Company’s managers carried out their activities at the principal
subsidiaries of the Group and the associated costs were charged back to the legal entities concerned.
Intangible
Concessions, assets in Other
Development licenses and progress and intangible
(€ thousand) Goodwill costs similar rights advances assets Total
Gross carrying amount Balance at December 31, 2013 375 - 29 35 69 508
Acquisition of Basildon plant 1,508 117,412 3,995 640 - 123,555
Additions - 32,470 2,984 1,180 5 36,639
Divestitures and other changes - - 895 (948) - (53)
Translation differences 85 6,283 258 45 - 6,671
Balance at December 31, 2014 1,968 156,165 8,161 952 74 167,320
Additions - 38,019 2,603 446 - 41,068
Divestitures and other changes - (17,805) 1,074 (1,074) - (17,805)
Translation differences - - - - - -
Balance at December 31, 2015 1,968 176,379 11,838 324 74 190,583
Accumulated amortization and impairment losses
Balance at December 31, 2013 - - (25) - (53) (78)
Acquisition of Basildon plant - (76,077) (3,446) - - (79,523)
Amortization - (13,174) (262) - (16) (13,452)
Divestitures and other changes - - - - - -
Translation differences - (4,493) (205) - - (4,698)
Balance at December 31, 2014 - (93,744) (3,938) - (69) (97,751)
Amortization - (20,500) (729) - (4) (21,233)
Divestitures and other changes - (1) - - - (1)
Translation differences - - - - - -
Balance at December 31, 2015 - (114,245) (4,667) - (73) (118,985)
Carrying amount at December 31, 2014 1,968 62,421 4,223 952 5 69,569
Carrying amount at December 31, 2015 1,968 62,134 7,171 324 1 71,598
A list of Company’s investments has been included under Appendix I of this Annual Report.
At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Other financial assets 340,623 320,965 19,658
Fees receivable for guarantees given 106,675 137,728 (31,053)
Total Other financial assets 447,298 458,693 (11,395)
Other financial assets is represented by the loan granted to CNH Industrial America LLC with due date January 2016. The remaining amount
(€106,675 thousand) refers to the present value of the fees that the Company will collect in future years based on specific agreements for
guarantees issued in favor of third parties in the interest of Group companies mainly for bonds issued from Group companies and credit
facilities granted to Group companies.
14. Inventories
(€ thousand) At December 31, 2015 At December 31, 2014
Raw materials 62,878 113,217
Finished goods 58,261 76,017
Work in progress 11,692 8,005
Total Inventories 132,831 197,239
There were no inventories pledged as security at December 31, 2015 and 2014.
Receivables from Group companies for consolidated Italian corporate tax relate to taxes calculated on the taxable income contributed by
Italian subsidiaries participating in the domestic tax consolidation program.
Receivables from Group companies for consolidated UK corporate tax relate to taxes calculated on the taxable income contributed by UK
subsidiaries participating in the domestic tax consolidation program.
VAT receivables essentially relate to VAT credits for Italian subsidiaries participating in the VAT tax consolidation.
At December 31, 2014, Other receivables from Group companies and other related parties mainly related to dividend declared in December
2014 for €53,043 thousand and paid in January 2015 by CNH Industrial Europe Holding S.A.
Other current assets are almost entirely due within one year.
19. Equity
Changes in shareholders’ equity during 2015 were as follows:
Legal reserves:
cumulative
translation
Capital adjustment Legal reserves: Retained Profit/(loss)
(€ thousand) Share capital reserves reserve/OCI other profit/(loss) for the year Total
Balances at December 31, 2013 18,245 2,330,703 (654,825) 2,699,761 321,677 788,962 5,504,523
Allocation of prior year result - - - - 788,962 (788,962) -
Dividend distributed - - - - (270,619) - (270,619)
Share based compensation: costs accrued in the period
and effects of share issuance upon exercise of the grants 52 41,397 - - - - 41,449
Result for the year - - - - - 690,137 690,137
Current period change in OCI, net of taxes - - 244,444 - - - 244,444
Other movements - - - - (4,514) (4,514)
Legal reserve - - - 325,356 (325,356) - -
Balances at December 31, 2014 18,297 2,372,100 (410,381) 3,025,117 510,150 690,137 6,205,420
Allocation of prior year result - - - - 690,137 (690,137) -
Dividend distributed - - - - (272,099) - (272,099)
Share based compensation: costs accrued in the period
and effects of share issuance upon exercise of the grants 68 50,815 - - - - 50,883
Result for the year - - - - - 213,103 213,103
Current period change in OCI, net of taxes - - 388,006 - - - 388,006
Other movements - - - - 211 - 211
Legal reserve - - - (38,372) 38,372 - -
Balances at December 31, 2015 18,365 2,422,915 (22,375) 2,986,745 966,771 213,103 6,585,524
As the Company financial statements are prepared using the same measurement principles of the Consolidated financial statements, including
the investments that are accounted for using the equity method, the total Company equity of €6,585 million as at December 31, 2015 is in line
with the Consolidated equity of $7,170 million converted using the exchange rate as of December 31, 2015 of 1.0887.
The increase in equity of €380,104 thousand over year-end 2014 is mainly the result of the profit for the year of €213,103 thousand, and the
positive changes in Other comprehensive income arising from gains on the remeasurement of defined benefit plans of €218,134 thousand
and the effect of currency translation differences of €169,872 thousand, partially offset by the dividend distributed by CNH Industrial N.V. for
€272,099 thousand (€0.20 per common share outstanding at the dividend date).
Share capital
The Articles of Association of CNH Industrial provide for authorized share capital of €40 million, divided into 2 billion common shares
and 2 billion special voting shares, each with a per share par value of €0.01. As of December 31, 2015, the Company’s Share capital was
€18,365,232.65, fully paid-in, and consisted of 1,362,048,989 common shares and 474,474,276 special voting shares (413,249,206 special voting
shares outstanding, net of 61,225,070 special voting shares held in treasury by the Company as described in the following).
Upon the completion of the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V., CNH Industrial N.V.
issued 1,348,867,772 common shares with a par value of €0.01 each, which were allotted to Fiat Industrial S.p.A. and CNH Global N.V.
shareholders on the basis of the established exchange ratios of one common share of CNH Industrial for each share of Fiat Industrial and 3.828
common shares of CNH Industrial for each share of CNH Global. CNH Industrial also issued special voting shares (non-tradable) to eligible
Fiat Industrial S.p.A. and CNH Global N.V. shareholders who maintained their ownership of the shares through the closing of the Merger and
elected to receive special voting shares. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares
with a par value of €0.01 each. See the paragraph “Special voting shares” for more detailed information about Special voting shares and the
special-voting structure.
The following table shows a reconciliation between the composition of the share capital of CNH Industrial N.V. at December 31, 2013, and
the composition of the share capital of CNH Industrial N.V. at December 31, 2015:
195
(a) Total n. 1,222,568,882 Fiat Industrial S.p.A. common shares are shown net of 8,635 treasury shares that have been cancelled at the closing of the merger.
(b) Special voting shares acquired by the Company following the de-registration of the corresponding amount of qualifying common shares from the Loyalty Register.
(*) Allotted on the basis of the established exchange ratios of one common share of CNH Industrial N.V. for each share of Fiat Industrial S.p.A. and 3.828 common shares of CNH Industrial
N.V for each share of CNH Global N.V.
(**) Allotted to eligible Fiat Industrial N.V. and CNH Global N.V. shareholders who had elected to receive special voting shares. For information on the rights attached to the special voting
shares, please refer to the paragraph “Loyalty Voting Structure” under chapter “Corporate Governance” of the Report of Operations as included in this Annual Report.
During the years ended December 31, 2015 and 2014, 2 million and 54 million special voting shares were acquired by the Company following
the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, respectively.
Furthermore, during 2015 and 2014, the Company issued 6.7 million and 5.2 million new common shares primarily due to the vesting or
exercise of share-based awards. See paragraph below “Share-based compensation” for further discussion.
Capital reserves
At December 31, 2015, capital reserves amounting to €2,423 million (€2,372 million at December 31, 2014) mainly consist of the effects of
the Merger.
Legal reserves
As of December 31, 2015, legal reserves amounted to €2,965 million (€2,615 million at December 31, 2014) and mainly refer to unrealized
currencies translation losses and other OCI components for a net negative amount of €22 million, and other reserves for €2,987 million,
due to research and development costs capitalized by equity investments for €2,322 million (€2,296 million at December 31, 2014), earnings
from affiliated companies subject to certain restrictions on the transfer of funds to the parent company in form of dividend or otherwise for
€337 million (€295 million at December 31, 2014) and earnings from subsidiaries that due to local law requirements cannot be distributed as
dividend, unless the subsidiary is liquidated, for €296 million (€290 million at December 31, 2014).
The legal reserve also includes a reserve for the share capital and share premium of a subsidiary due to the limitations on capital repayments
from this subsidiary for €32 million (€144 million at December 31, 2014).
Pursuant to Dutch law, limitations exist relating to the distribution of shareholders’ equity for the entire amount of the legal reserves. By their
nature, unrealized losses relating to currency translation differences reduce shareholders’ equity and thereby distributable amounts.
Share-based compensation
For the years ended December 31, 2015 and 2014, CNH Industrial recognized total share-based compensation expense of €44 million and €38
million, respectively. For the years ended December 31, 2015 and 2014, CNH Industrial recognized a total tax benefit relating to share-based
compensation expense of €3 million for both years. As of December 31, 2015, CNH Industrial had unrecognized share-based compensation
196 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
expense related to non-vested awards of approximately €70 million based on current assumptions related to achievement of specified
performance objectives, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period
of 2.1 years.
CNH Industrial’s equity awards are governed by several plans: i) CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”); ii) CNH
Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”); iii) CNH Global N.V. Equity Incentive Plan (“CNH EIP”); iv) CNH
Global N.V. Directors’ Compensation Plan (“CNH DCP”); and, v) Fiat Industrial Long-Term Incentive Plan (“Fiat Industrial Plan”).
Detailed information on Board of Directors compensation, including their shares and share options, is included in the Consolidated Financial
Statements of the Group.
Pension plans
The item Pension plans principally comprise the obligations towards certain employees and former employees of the CNH Industrial Group
in the United Kingdom.
Under these plans, contributions are made to a separate fund (trust) which independently administers the plan assets. The Company’s funding
policy is to meet the minimum funding requirements pursuant to the laws and regulations of each individual country. The Company may also
choose to make discretionary contributions in addition to the funding requirements. To the extent that a fund is overfunded, the Company
is not required to make further contribution to the plan in respect of a minimum performance requirements so long as the fund is in surplus.
The item Other provisions for employees consists of the best estimate at the balance sheet date of short-term employee benefits payable by
the Company within twelve months from the end of the period in which the employees render the related service.
The item Other long-term employee benefits consists of the Company’s obligation for those benefits generally payable during employment on
reaching a certain level of seniority in the Company or when a specified event occurs, and reflects the probability of payment and the length
of time over which this will be made.
In 2015 and in 2014 changes in Other long-term employee benefits are as follows:
Change in
the scope of
At December 31, consolidation and At December 31,
(€ thousand) 2014 Provision Utilization other changes 2015
Other long-term employee benefits 245 11 (60) 25 221
Total 245 11 (60) 25 221
Change in
the scope of
At December 31, consolidation and At December 31,
(€thousand) 2013 Provision Utilization other changes 2014
Other long-term employee benefits 225 44 (25) 1 245
Total 225 44 (25) 1 245
Post-employment benefits
The amounts recognized in the statement of financial position for post-employment benefits at December 31, 2015 and 2014 are as follows:
Reimbursement rights - - - -
Amounts at year-end:
Liabilities 238,596 253,592 584 845
Assets - - - -
Net liability 238,596 253,592 584 845
198 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Changes in the present value of post-employment obligations in 2015 and 2014 are as follows:
Remeasurements:
Actuarial losses/(gains) from changes in demographic assumptions - 9,501 (4) (1)
Actuarial losses/(gains) from changes in financial assumptions (59,019) 98,925 (37) 53
Other remeasurements (875) 7,536 139 12
Total remeasurements (59,894) 115,962 98 64
In 2015 and 2014 Other remeasurements mainly include the amount of experience adjustments.
In 2015 and 2014 changes in the fair value of plan assets are as follows:
Pension plans
(€ thousand) 2015 2014
Fair value of plan assets at the beginning of the year 752,534 -
Acquisition of Basildon plant on May 1, 2014 - 672,064
Interest income 27,759 18,734
Remeasurements:
Return on plan assets (21,137) 42,572
Actuarial gains/(losses) from changes in financial assumptions - -
Total remeasurements (21,137) 42,572
Remeasurements:
Return on plan assets 21,137 (42,572) - -
Actuarial losses/(gains) from changes in demographic assumptions - 9,501 (4) (1)
Actuarial losses/(gains) from changes in financial assumptions (59,019) 98,925 (37) 53
Other remeasurements (875) 7,536 139 13
Total remeasurements (38,757) 73,390 98 65
Exchange rate differences 18,159 (12,101) - -
Net benefit cost/(income) recognized to other comprehensive income (20,598) 61,289 98 65
Total net benefit cost/(income) recognized during the year (5,662) 68,484 102 77
N° of years
Pension plans 14.81
Other 8.40
Assumptions
Post-employment benefits and Other long-term employee benefits are calculated on the basis of the following main assumptions:
Assumed discount rates are used in measurements of pension and other post-employment benefit obligations and net interest on the net
defined benefit liability/asset. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on high-quality
fixed income investments at the measurement date.The discount rates are based on a benefit cash flow-matching approach and represent the
rates at which the benefit obligations could effectively be settled as of the measurement date, December 31. The benefit cash flow-matching
approach involves analyzing the CNH Industrial’s projected cash flows against a high quality bond yield curve, mainly calculated using a wide
population of AA-yield corporate bonds subject to minimum amounts outstanding and meeting other defined selection criteria. The discount
rates for CNH Industrial’s remaining obligations are based on benchmark yield data of high-quality fixed income investments for which the
timing and amounts of payments approximate the timing and amounts of projected benefit payments.
200 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
Assumed discount rates have a significant effect on the amount recognized in the 2015 financial statements. A one percentage point change in
assumed discount rates would have the following effects:
Plan assets
The investment strategy varies depending on the circumstances of the underlying plan. Typically, less mature plan benefit obligations are funded
by using more equity securities as they are expected to achieve long-term growth while exceeding the rate of inflation. More mature plan
benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility. Risk
management practices include the use of multiple asset classes and investment managers within each asset class for diversification purposes.
Specific guidelines for each asset class and investment manager are implemented and monitored.
Plan assets do not include treasury shares of CNH Industrial N.V. or properties occupied by the Company. The fair value of the plan assets at
December 31, 2015 may be disaggregated by asset class and level as follows. Fair value levels presented below are described in the Significant
accounting policies – Fair value measurement section of the Notes to the Consolidated Financial Statements.
(1) This category includes mutual funds which primarily invest in non-U.S. equities and non-U.S. corporate bonds
Contribution
CNH Industrial expects to contribute approximately €18 million to its pension plans in 2016.
The best estimate of expected benefit payments in 2016 and in the following ten years is as follows:
Potential outflows in the years after 2016 are subject to a number of uncertainties, including future asset performance and changes in
assumptions.
201
At At
December 31, Charged to Other December 31,
(€ thousand) 2014 profit and loss Utilization movements 2015
Warranty and incentives 42,210 116,192 (109,593) 1,335 50,144
Restructuring provision 1,903 256 (2,082) - 77
Modification and campaign 2,728 4,105 (2,017) - 4,816
Other risks 8,605 8,619 (2,501) 5,777 20,500
Total Other provisions 55,446 129,172 (116,193) 7,112 75,537
The short term financial payables to CNH Industrial Finance Europe S.A. relate to the Uncommitted revolving credit facility agreement dated
September 30, 2013, and subsequently amended on September 30, 2014, whereas CNH Industrial Finance Europe S.A. has made available
to CNH Industrial N.V. an uncommitted revolving credit facility for the making of advances in a maximum aggregate amount of EUR 5 billion.
The short term financial payables to CNH Industrial Finance S.p.A. and CNH Industrial Finance Europe S.A. bears floating interest at market
rate. There are no pledges on such credit facilities.
The carrying amount of those liabilities is deemed to be in line with their fair value.
202 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015
At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Other debt:
Intercompany debt:
Consolidated Italian corporate tax 30,683 45,499 (14,816)
Consolidated VAT 22,174 34,154 (11,980)
Other 5,062 3,455 1,607
Total intercompany debt 57,919 83,108 (25,189)
Current amounts payable to employees, social security, directors 5,007 8,509 (3,502)
Taxes payable-direct tax 7,863 4,236 3,627
Taxes payable-indirect tax 7,040 11,900 (4,860)
Accrued expenses 7,671 6,142 1,529
Other 1,520 3,072 (1,552)
Total Other debt 87,020 116,967 (29,947)
Intercompany debt for consolidated Italian corporate tax of €30,683 thousand (€45,499 thousand at December 31, 2014) consisted of
compensation payable for tax losses and Italian corporate tax credits contributed by Italian subsidiaries participating in the domestic tax
consolidation program for 2015 in relation to which CNH Industrial N.V. is the consolidating entity.
At December 31, 2015, Intercompany debt for consolidated VAT of €22,174 thousand consisted of VAT receivables of Italian subsidiaries
transferred to CNH Industrial N.V. as part of the consolidated VAT regime.
At December 31, 2015, Taxes payable-indirect tax consisted of VAT payable due in the UK.
Other debt and taxes payable are all due within one year and their carrying amount is deemed to approximate their fair value.
At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Guarantees issued
in the interest of Group companies 5,935,439 7,458,805 (1,523,366)
in the interest of third parties - - -
Total guarantees 5,935,439 7,458,805 (1,523,366)
Total Guarantees issued 5,935,439 7,458,805 (1,523,366)
At December 31, 2015, Guarantees issued totaled €5,935,439 thousand, decreasing by €1,523,366 thousand over December 31, 2014.
All guarantees were issued in favour of third parties and in the interest of Group companies and were made up as follows:
€4,611,378 thousand for six bonds: four bonds issued from CNH Industrial Finance Europe SA (due between 2016 and 2025), one bond
issued from Case New Holland Industrial Inc. due in 2017 and one bond issued from CNH Industrial America LLC reimbursed in January
2016;
€394,800 thousand for borrowings, mainly granted to Banco CNH Industrial Capital S.A. by Banco National de Desenvolvimento Economico
e Social (BNDES) and Agencia Especial de Financiamento Industrial (FINAME) and the other one granted to CNH Industrial Finance S.p.A.
by the European Investment Bank;
€586,880 thousand for credit lines granted from different banks primarily to CNH Industrial Finance S.p.A.; CNH Industrial Finance Europe
S.A.; CNH Industrial Capital Australia Pty.Ltd. and Case New Holland Machinery (Harbin) Ltd;
€95,829 thousand for sundry guarantees (including property lease guarantees in the interest of CNH Industrial America LLC and for good
execution of works granted in the interest of joint ventures);
€246,552 thousand for payment obligations related to excess VAT credits of the direct and indirect subsidiaries of CNH Industrial N.V.
At December 31, 2015, there were no guarantees outstanding issued in the interest of entities that did not belong to Group companies.
203
Other contingencies
Other contingencies are described in Note 30 “Commitments and contingencies” of the Consolidated Financial Statements.
Audit fees of Ernst & Young Accountants LLP amount to €60,500 for CNH Industrial N.V. No other services were performed by Ernst &
Young Accountants LLP.
March 4, 2016
Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
204 COMPANY OTHER
FINANCIAL INFORMATION
STATEMENTS
AT DECEMBER 31,
2015
OTHER INFORMATION
Independent Auditor’s Report
The report of the Company’s independent auditor, Ernst & Young Accountants LLP, The Netherlands is set forth
following this Annual Report.
Dividends
Dividends will be determined in accordance with the articles 22 of the Articles of Association of CNH Industrial
N.V. The relevant provisions of the Articles of Association read as follows:
1. The Company shall maintain a special capital reserve to be credited against the share premium exclusively
for the purpose of facilitating any issuance or cancellation of special voting shares. The special voting shares
shall not carry any entitlement to the balance of the special capital reserve. The Board of Directors shall be
authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares
or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favour of the share
premium reserve.
2. The Company shall maintain a separate dividend reserve for the special voting shares. The special voting
shares shall not carry any entitlement to any other reserve of the Company. Any distribution out of the special
voting shares dividend reserve or the partial or full release of such reserve will require a prior proposal from
the Board of Directors and a subsequent resolution of the general meeting of holders of special voting shares.
3. From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of
Directors may determine.
4. The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend
reserve an amount equal to one percent (1%) of the aggregate nominal amount of all outstanding special
voting shares. The calculation of the amount to be allocated and added to the special voting shares dividend
reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial year
to which the allocation and addition pertains, then the amount to be allocated and added to the special voting
shares dividend reserve in respect of these newly issued special voting shares shall be calculated as from the
date on which such special voting shares were issued until the last day of the financial year concerned. The
special voting shares shall not carry any other entitlement to the profits.
5. Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution
of dividend on the common shares only, subject to the provision of paragraph 8 of this article.
6. Subject to a prior proposal of the Board of Directors, the general meeting of shareholders may declare
and pay dividends in United States Dollars. Furthermore, subject to the approval of the general meeting of
shareholders and the Board of Directors having been designated as the body competent to pass a resolution
for the issuance of shares in accordance with Article 5, the Board of Directors may decide that a distribution
shall be made in the form of shares or that shareholders shall be given the option to receive a distribution
either in cash or in the form of shares.
7. The Company shall only have power to make distributions to shareholders and other persons entitled to
distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share
capital and the reserves that must be maintained in accordance with provision of law. No distribution of
profits may be made to the Company itself for shares that the Company holds in its own share capital.
8. The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that
the same is permitted.
9. The Board of Directors shall have power to declare one or more interim dividends, provided that the
requirements of paragraph 5 hereof are duly observed as evidenced by an interim statement of assets and
liabilities as referred to in Article 2:105 paragraph 4 of the Dutch Civil Code and provided further that the
policy of the Company on additions to reserves and dividends is duly observed. The provisions of paragraphs
2 and 3 hereof shall apply mutatis mutandis.
205
10. The Board of Directors may determine that dividends or interim dividends, as the case may be, shall be paid,
in whole or in part, from the Company’s share premium reserve or from any other reserve, provided that
payments from reserves may only be made to the shareholders that are entitled to the relevant reserve
upon the dissolution of the Company.
11. Dividends and other distributions of profit shall be made payable in the manner and at such date(s) -
within four weeks after declaration thereof - and notice thereof shall be given, as the general meeting of
shareholders, or in the case of interim dividends, the Board of Directors shall determine, provided, however,
that the Board of Directors shall have the right to determine that each payment of annual dividends in
respect of shares be deferred for a period not exceeding five consecutive annual periods.
12. Dividends and other distributions of profit, which have not been collected within five years and one day after
the same have become payable, shall become the property of the Company.
In accordance with the above provisions and after the allocation of the duly amount, calculated pursuant to article
22 paragraph 4 of the Articles of Association, to the special voting shares dividend reserve, the Board of Directors
recommended to the Company’s shareholders that the Company declare a dividend of €0.13 per common share,
totaling approximately €177 million (equivalent to approximately $195 million, translated at the exchange rate
reported by the European Central Bank on February 26, 2016). The proposal is subject to the approval of the
Company’s shareholders at the Annual General Meeting of shareholders to be held on April 15, 2016.
The remaining amount of Profit will be allocated to Retained Profit.
If the proposed cash dividend is approved by shareholders at the AGM on April 15, 2016, it is expected that the
dividend will be paid on May 3, 2016 on the outstanding common shares.
The record date for the dividend will be April 26, 2016 and the outstanding common shares will be quoted ex-
dividend from April 25, 2016.
Subsequent Events
CNH Industrial has evaluated subsequent events through March 4, 2016, which is the date the financial statements
were authorized for issuance.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in
common shares from time to time, subject to market and business conditions, as previously authorized at the
Annual General Meeting held on April 15, 2015. The purchases are carried out on the MTA, in compliance with
applicable rules and regulations, subject to (i) a maximum price per common share equal to the average of the
highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of
the MTA plus 10% (maximum price) and to (ii) a minimum price per common share equal to the average of the
lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List
of the MTA minus 10% (minimum price). As of February 26, 2016, the Company has repurchased 800 thousand
common shares on the MTA under this buy-back program.
On February 17, 2016, the Venezuelan government devalued its currency and changed its official and most
preferential exchange rate to the CENCOEX rate, which will continue to be used for purchases of certain
essential goods, from 6.3 Bs.F. to 10 Bs.F. per U.S. dollar. Venezuela reduced its three-tier system of exchange
rates to two tiers by eliminating the intermediate exchange rate (i.e., the SICAD rate), which last sold U.S. dollars
for 13.5 Bs.F. Effective February 18, 2016, the SIMADI exchange rate was allowed to float freely beginning at a
rate of 202.9 Bs.F. to the U.S. dollar. CNH Industrial is currently in the process of assessing the potential impact,
if any, that this change to the Venezuelan exchange rate mechanism may have on its business, financial position,
cash flows and/or results of operations in future periods.
common shares comprise pre-emptive rights upon issue of common shares, the entitlement to attend the
general meeting of shareholders and to speak and vote at that meeting and the entitlement to distributions
of such amount of the Company’s profit as remains after allocation to reserves. For information on the rights
attached to the special voting shares, please refer to the Articles of Association and the Terms and Conditions
for the Special Voting Shares which can both be found on the Company’s website and more in particular to
the paragraph “Loyalty Voting Structure” of this Annual Report in the chapter “Corporate Governance”.
As at 31 December 2015, the issued share capital of the Company consisted of 1,362,048,989 common
shares, representing 74 per cent. of the aggregate issued share capital and 474,474,276 special voting shares,
representing 26 per cent. of the aggregate issued share capital.
b. The Company has imposed no limitations on the transfer of common shares. The Articles of Association
provide in Article 12 for transfer restrictions for special voting shares. The Company is not aware of any
depository receipts having been issued for shares in its capital.
c. For information on participations in the Company’s capital in respect of which pursuant to Sections 5:34, 5:35
and 5:43 of the Dutch Financial Supervision Acts (Wet op het financieel toezicht) notification requirements
apply, please refer to the chapter “Shareholders” of this Annual Report. There you will find a list of shareholders
who are known to the Company to have holdings of 3% or more.
d. No special control rights or other rights accrue to shares in the capital of the Company.
e. Current equity incentive plans adopted by the Company are administered by the Compensation Committee.
f. No restrictions apply to voting rights attached to shares in the capital of the Company, nor are there any
deadlines for exercising voting rights. The Articles of Association do not allow the Company to cooperate with
the issue of depository receipts for shares.
g. The Company is not aware of the existence of any agreements with shareholders which may result in
restrictions on the transfer of shares or limitation of voting rights.
h. The rules governing the appointment and dismissal of members of the board of directors of the Company are
stated in the Articles of Association of the Company. All members of the Board of Directors are appointed
by the general meeting of shareholders. The term of office of all members of the Board of Directors is for a
period of approximately one year after appointment, such period expiring on the day the first Annual General
Meeting of shareholders is held in the following calendar year. The general meeting of shareholders has the
power to dismiss any member of the Board of Directors at any time.
The rules governing an amendment of the Articles of Association are stated in the Articles of Association
and require a resolution of the general meeting of shareholders which can only be passed pursuant to a prior
proposal of the Board of Directors of the Company.
i. The general powers of the Board of Directors are stated in the Articles of Association of the Company. For a
period of five years as of 28 September 2013, the Board of Directors is irrevocably authorised to issue special
voting shares up to the maximum aggregate amount of special voting shares as provided for in the authorised
capital of the Company stated in its Articles of Association. For a period of five years as of 29 September
2013, the Board of Directors has been authorised by resolution of the general meeting of shareholders on 9
September 2013 to issue common shares in the capital of the Company up to a maximum of 15 per cent. of
the total number of common shares issued in the capital of the Company plus an additional 15% of the issued
share capital of the Company in relation to mergers and acquisition as at 29 September 2013. Furthermore and
without application of the 15% limitation, the Board of Directors shall be authorised to issue common shares
and to grant rights to subscribe for common shares in the capital of the Company pursuant to any approved
equity or incentive or compensation plan. The Board of Directors has been authorised by resolution of the
general meeting of shareholders on 9 September 2013 to resolve upon limitation or exclusion of pre-emptive
rights in respect of any issuance of common shares. The Board of Directors is authorised to acquire shares in
the capital of the Company for no consideration. Further rules on the governing the acquisition of shares by
the Company in its own share capital are set out in article 5 of the articles of association of the Company.
j. The Company is not a party to any significant agreements which will take effect, will be altered or will be
terminated upon a change of control of the Company as a result of a public offer within the meaning of Section
5:70 of the Dutch Financial Supervision Act (Wet op het financieel toezicht), provided that some of the loan
agreements guaranteed by the Company and certain bonds guaranteed by the Company contain clauses that,
as it is customary for such financial transactions, may require early repayment or termination in the event of a
change of control of the guarantor or the borrower. In certain cases, that requirement may only be triggered
if the change of control event coincides with other conditions, such as a rating downgrade.
207
O4
APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES
AT DECEMBER 31, 2015
210 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES
CONTROLLING COMPANY
Parent Company
CNH Industrial N.V. Amsterdam Netherlands 18,233,420 EUR -- -- -- --
CNH Industrial BM GmbH Wollersdorf Austria 35,000 EUR 100.00 CNH Industrial Osterreich GmbH 100.000
CNH Industrial Canada, Ltd. Toronto Canada 28,000,100 CAD 100.00 CNH Industrial N.V. 100.000
CNH Industrial Capital America LLC Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial Capital LLC 100.000
CNH Industrial Capital Australia Pty
Limited St. Marys Australia 70,675,693 AUD 100.00 CNH Industrial Australia Pty Limited 100.000
CNH Industrial Capital Benelux NV Zedelgem Belgium 45,673,745 EUR 100.00 CNH Industrial N.V. 99.996
CNH Industrial Capital U.K. Ltd 0.004
CNH Industrial Capital Canada Ltd. Calgary Canada 5,435,350 CAD 100.00 Case Credit Holdings Limited 100.000
CNH Industrial Capital LLC Wilmington U.S.A. 0 USD 100.00 CNH Industrial America LLC 100.000
CNH INDUSTRIAL CAPITAL S.A. Buenos Aires Argentina 77,545,800 ARS 100.00 CNH Industrial Argentina S.A. 50.000
Iveco Argentina S.A. 50.000
CNH Industrial Capital Solutions S.p.A. Turin Italy 60,000,000 EUR 100.00 CNH Industrial N.V. 50.100
Iveco FS Holdings Limited 49.900
CNH Industrial Capital U.K. Ltd Basildon United Kingdom 10,000,001 GBP 100.00 CNH Industrial Capital Benelux NV 100.000
CNH Industrial Danmark A/S Hvidovre Denmark 12,000,000 DKK 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Deutschland GmbH Heilbronn Germany 18,457,650 EUR 100.00 CNH Industrial Baumaschinen GmbH 90.000
CNH Industrial Europe Holding S.A. 10.000
CNH Industrial Europe Holding S.A. Luxembourg Luxembourg 100,000,000 USD 100.00 CNH Industrial N.V. 100.000
CNH Industrial Finance Europe S.A. Luxembourg Luxembourg 50,000,000 EUR 100.00 CNH Industrial N.V. 60.000
CNH Industrial Finance S.p.A. 40.000
CNH Industrial Finance France S.A. Trappes France 1,000,000 EUR 100.00 CNH Industrial N.V. 99.998
CNH Industrial Finance
North America Inc. Wilmington U.S.A. 25,000,000 USD 100.00 CNH Industrial N.V. 60.000
CNH Industrial Finance S.p.A. 40.000
CNH Industrial Finance S.p.A. Turin Italy 100,000,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Financial Services A/S Hvidovre Denmark 500,000 DKK 100.00 CNH Industrial N.V. 100.000
CNH Industrial Financial Services
GmbH Heilbronn Germany 1,151,000 EUR 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Financial Services S.A. Morigny-Champigny France 105,860,635 EUR 100.00 CNH Industrial N.V. 99.466
CNH Industrial Capital Benelux NV 0.534
CNH Industrial France Morigny-Champigny France 52,965,450 EUR 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Italia s.p.a. Turin Italy 56,225,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Latin America Ltda. Contagem Brazil 1,551,568,579 BRL 100.00 CNH Industrial N.V. 85.658
Case Brazil Holdings Inc. 12.557
Case Equipment International 1.785
Corporation
CNH Industrial Machinery (Harbin)
Co. Ltd. Harbin People’s Rep.of China 30,000,000 USD 100.00 CNH Industrial Asian Holding 99.920
Limited N.V. 0.080
CNH Industrial Europe Holding S.A.
CNH Industrial Maquinaria Spain S.A. Coslada Spain 21,000,000 EUR 100.00 Iveco Espana S.L. 100.000
CNH Industrial Osterreich GmbH St. Valentin Austria 2,000,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Parts
and Service Operations LLC Moscow Russia 54,000,000 RUB 100.00 Iveco Nederland B.V. 100.000
CNH Industrial Polska Sp. z o.o. Plock Poland 162,591,660 PLN 100.00 CNH Industrial Belgium N.V. 100.000
CNH Industrial Portugal-Comercio de
Tractores e Maquinas Agricolas Ltda Carnaxide Portugal 498,798 EUR 100.00 CNH Industrial Europe Holding S.A. 99.980
CNH Industrial Italia s.p.a. 0.020
CNH Industrial Sales and services
GmbH Berlin Germany 25,000 EUR 100.00 CNH Industrial Baumaschinen GmbH 100.000
CNH Industrial Services (Thailand)
Limited Bangkok Thailand 10,000,000 THB 100.00 CNH Industrial Services S.r.l. 99.997
CNH Industrial Services S.r.l. Modena Italy 10,400 EUR 100.00 CNH Industrial Italia s.p.a. 100.000
CNH Reman LLC Wilmington U.S.A. 4,000,000 USD 50.00 CNH Industrial America LLC 50.000
CNH U.K. Limited Basildon United Kingdom 25,275 GBP 100.00 New Holland Holding Limited 100.000
CNH Wholesale Receivables LLC Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial Capital America LLC 100.000
CNHI COMERCIO DE PEÇAS LTDA Nova Lima Brazil 1,872,472 BRL 100.00 FPT Industrial S.p.A. 100.000
CNHI International S.A. Paradiso Switzerland 100,000 CHF 100.00 CNH Industrial N.V. 100.000
Effe Grundbesitz GmbH Ulm Germany 10,225,838 EUR 83.77 Iveco Investitions GmbH 90.000
F. Pegaso S.A. Madrid Spain 993,045 EUR 100.00 Iveco Espana S.L.Transolver Service S.A. 99.996
0.004
212 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES
Farmpower Pty Limited St. Marys Australia 360 AUD 100.00 CNH Industrial Australia Pty Limited 100.000
Fiat Powertrain Technologies
Management (Shanghai) Co. Ltd. Shanghai People’s Rep.of China 2,000,000 USD 100.00 FPT Industrial S.p.A. 100.000
Fiat Powertrain Technologies
of North America, Inc. Wilmington U.S.A. 1 USD 100.00 FPT Industrial S.p.A. 100.000
Fiatallis North America LLC Wilmington U.S.A. 32 USD 100.00 CNH Industrial America LLC 100.000
Flagship Dealer Holding Company,
LLC Wilmington U.S.A. 1 USD 100.00 CNH Industrial America LLC 100.000
Flexi-Coil (U.K.) Limited Basildon United Kingdom 3,291,776 GBP 100.00 CNH Industrial Canada, Ltd. 100.000
FPT - Powertrain Technologies
France S.A. Garchizy France 73,444,960 EUR 100.00 Iveco France 97.200
CNH Industrial Finance France S.A. 2.800
FPT Industrial Argentina S.A. Buenos Aires Argentina 141,959,867 ARS 100.00 FPT Industrial S.p.A. 96.977
CNHI COMERCIO DE PEÇAS LTDA 3.023
FPT Industrial S.p.A. Turin Italy 100,000,000 EUR 100.00 CNH Industrial N.V. 100.000
FPT Motorenforschung AG Arbon Switzerland 4,600,000 CHF 100.00 FPT Industrial S.p.A. 100.000
Heuliez Bus S.A. Mauléon France 9,000,000 EUR 100.00 Société Charolaise de Participations S.A. 100.000
HFI Holdings Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
IAV-Industrie-Anlagen-Verpachtung
GmbH Ulm Germany 25,565 EUR 88.42 Iveco Investitions GmbH 95.000
Irisbus Italia S.p.A. Turin Italy 4,500,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco (China) Commercial Vehicle
Sales Co. Ltd Shanghai People’s Rep.of China 50,000,000 CNY 100.00 Iveco S.p.A. 100.000
Iveco (Schweiz) AG Kloten Switzerland 9,000,000 CHF 100.00 Iveco Nederland B.V. 100.000
Iveco Arac Sanayi VE Ticaret A.S. Samandira-Kartal/ Turkey 24,698,000 TRY 100.00 CNH Industrial N.V. 100.000
Istanbul
Iveco Argentina S.A. Buenos Aires Argentina 130,237,793 ARS 100.00 Iveco Espana S.L. 99.000
Astra Veicoli Industriali S.p.A. 1.000
Iveco Austria GmbH Vienna Austria 6,178,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Bayern GmbH Nuremberg Germany 742,000 EUR 94.00 Iveco Magirus AG 100.000
Iveco Capital Broker de Asigurare -
Reasigurare S.r.l. Bucharest Romenia 150,000 RON 100.00 Iveco Capital Leasing IFN S.A. 100.000
Iveco Capital Leasing IFN S.A. Bucharest Romenia 22,519,326 RON 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital Limited Basildon United Kingdom 798 GBP 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital Russia LLC Moscow Russia 50,000,000 RUB 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital SA Paradiso Switzerland 14,000,000 CHF 100.00 Iveco FS Holdings Limited 100.000
Iveco Czech Republic A.S. Vysoke Myto Czech Republic 1,065,559,000 CZK 97.98 Iveco France 97.978
Iveco Danmark A/S Glostrup Denmark 501,000 DKK 100.00 CNH Industrial N.V. 100.000
Iveco Defence Vehicles SpA Bolzano Italy 25,000,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco Espana S.L. Madrid Spain 132,333,109 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Est Sas Hauconcourt France 2,005,600 EUR 100.00 Iveco France 100.000
Iveco Finance AG Kloten Switzerland 1,500,000 CHF 100.00 Iveco Capital Limited 100.000
Iveco Finland OY Espoo Finland 100,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco France Vénissieux France 92,856,130 EUR 100.00 Iveco Espana S.L. 50.326
CNH Industrial N.V. 49.674
Iveco FS Holdings Limited Basildon United Kingdom 26,001,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Holdings Limited Basildon United Kingdom 47,000,000 GBP 100.00 CNH Industrial N.V. 100.000
Iveco Insurance Vostok LLC Moscow Russia 740,000 RUB 100.00 Iveco FS Holdings Limited 100.000
Iveco International Trade Finance S.A.
in liquidazione Paradiso Switzerland 30,800,000 CHF 100.00 Iveco FS Holdings Limited 100.000
Iveco Investitions GmbH Ulm Germany 2,556,459 EUR 93.08 Iveco Magirus AG 99.020
Iveco L.V.I. S.a.s. Saint Priest France 503,250 EUR 100.00 Iveco France 100.000
Iveco Latin America Ltda Nova Lima Brazil 531,538,326 BRL 100.00 Iveco Espana S.L. 73.960
CNH Industrial Latin America Ltda. 26.040
Iveco Limited Basildon United Kingdom 117,000,000 GBP 100.00 Iveco Holdings Limited 100.000
Iveco Magirus AG Ulm Germany 50,000,000 EUR 94.00 CNH Industrial N.V. 88.340
Iveco S.p.A. 5.660
Iveco Magirus Fire Fighting GmbH Weisweil Germany 30,776,857 EUR 84.63 Iveco Magirus AG 90.032
213
Iveco Nederland B.V. Andelst Netherlands 21,920,549 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Nord Nutzfahrzeuge GmbH Hamburg Germany 1,611,500 EUR 94.00 Iveco Magirus AG 100.000
Iveco Nord S.A. Lesquin France 45,730 EUR 99.77 Iveco France 99.767
Iveco Nord-Ost Nutzfahrzeuge
GmbH Berlin Germany 2,120,000 EUR 94.00 Iveco Magirus AG 100.000
Iveco Norge A.S. Voyenenga Norway 18,600,000 NOK 100.00 CNH Industrial N.V. 100.000
Iveco Otomotiv Ticaret A.S. Samandira-Kartal/ Turkey 15,060,046 TRY 100.00 CNH Industrial N.V. 100.000
Istanbul
Iveco Partecipazioni Finanziarie S.r.l.
in liquidazione Turin Italy 2,600,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco Participations s.a.s. Trappes France 468,656 EUR 100.00 Iveco France 100.000
Iveco Pension Trustee Ltd Watford United Kingdom 2 GBP 100.00 Iveco Holdings Limited 50.000
Iveco Limited 50.000
Iveco Poland Sp. z o.o. Warsaw Poland 46,974,500 PLN 100.00 CNH Industrial N.V. 100.000
Iveco Portugal-Comercio de Veiculos
Industriais S.A. Vila Franca de Xira Portugal 15,962,000 EUR 100.00 CNH Industrial N.V. 99.998 99.997
Astra Veicoli Industriali S.p.A. 0.001
Iveco Espana S.L. 0.001
Iveco Provence s.a.s. Vitrolles France 2,371,200 EUR 100.00 Iveco Participations s.a.s. 100.000
Iveco Retail Limited Basildon United Kingdom 1,750,100 GBP 100.00 Iveco Holdings Limited 100.000
Iveco Romania S.r.l. Bucharest Romenia 17,500 RON 100.00 Iveco Austria GmbH 100.000
Iveco S.p.A. Turin Italy 200,000,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Slovakia, s.r.o. Bratislava Slovack Republic 6,639 EUR 97.98 Iveco Czech Republic A.S. 100.000
Iveco South Africa (Pty) Ltd. Vorna Valley - South Africa 15,000,750 ZAR 100.00 CNH Industrial N.V. 100.000
Midrand
Iveco South Africa Works (Pty) Ltd Cape Town South Africa 1,000 ZAR 60.00 Iveco South Africa (Pty) Ltd. 60.000
Iveco Sud-West Nutzfahrzeuge GmbH Mannheim-NeckarauGermany 1,533,900 EUR 94.00 Iveco Magirus AG 100.000
Iveco Sweden A.B. Arlov Sweden 600,000 SEK 100.00 CNH Industrial N.V. 100.000
Iveco Truck Services S.R.L. Bucharest Romenia 2,200,200 RON 100.00 Iveco Romania S.r.l. 95.000
Iveco Magyarorszag Kereskedelmi KFT 5.000
Iveco Trucks Australia Limited Dandenong Australia 47,492,260 AUD 100.00 CNH Industrial N.V. 100.000
Iveco Ukraine LLC Kiev Ukraine 49,258,692 UAH 100.00 CNH Industrial N.V. 100.000
Iveco Venezuela C.A. La Victoria Venezuela 3,985,803 VEF 100.00 CNH Industrial N.V. 62.689
Iveco S.p.A. 37.311
Iveco West Nutzfahrzeuge GmbH Düsseldorf Germany 3,017,000 EUR 94.00 Iveco Magirus AG 100.000
LLC “CNH Industrial (Russia)
Commercial Operations” Khimki Russia 60,984,008 RUB 100.00 Iveco Nederland B.V. 100.000
LLC “CNH Industrial (Russia)
Industrial Operations” Naberezhnye Chenly Russia 608,754,200 RUB 100.00 Iveco Nederland B.V. 100.000
MAGIRUS CAMIVA S.a.s. (societè
par actions simplifièe) Chambéry France 1,870,169 EUR 84.63 Iveco Magirus Fire Fighting GmbH 100.000
Magirus GmbH Ulm Germany 6,493,407 EUR 84.43 Iveco Magirus Fire Fighting GmbH 99.764
Magirus Lohr GmbH Kainbach Austria 1,271,775 EUR 84.43 Magirus GmbH 100.000
MBA AG Bassersdorf Switzerland 4,000,000 CHF 100.00 CNH Industrial N.V. 100.000
Mediterranea de Camiones S.L. Madrid Spain 48,080 EUR 100.00 Iveco Espana S.L. 99.875
CNH Industrial N.V. 0.125
New Holland Construction
Machinery S.p.A. San Mauro Torinese Italy 12,396,363 EUR 100.00 CNH Industrial Italia s.p.a. 100.000
New Holland Credit Company, LLC Wilmington U.S.A. 0 USD 100.00 CNH Industrial Capital LLC 100.000
New Holland Fiat (India)
Private Limited Mumbai India 12,485,547,400 INR 96.41 CNH Industrial Asian Holding 96.407 48.965
Limited N.V.
New Holland Holding (Argentina) S.A. Buenos Aires Argentina 23,555,415 ARS 100.00 CNH Industrial Latin America Ltda. 100.000
New Holland Holding Limited Basildon United Kingdom 33,601 GBP 100.00 CNH Industrial Europe Holding S.A. 100.000
New Holland Ltd Basildon United Kingdom 1,000,000 GBP 100.00 CNH Industrial N.V. 100.000
New Holland Tractor Ltd. Basildon United Kingdom 184,100 GBP 100.00 New Holland Holding Limited 100.000
O & K - Hilfe GmbH Berlin Germany 25,565 EUR 100.00 CNH Industrial Baumaschinen GmbH 100.000
Officine Brennero S.p.A. Trento Italy 2,833,830 EUR 100.00 Iveco S.p.A. 100.000
214 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES
OOO Iveco Russia Moscow Russia 868,545,000 RUB 100.00 CNH Industrial N.V. 99.960
Iveco Austria GmbH 0.040
Receivables Credit II Corporation Calgary Canada 1 CAD 100.00 CNH Industrial Capital America LLC 100.000
S.A. Iveco Belgium N.V. Groot Belgium 6,000,000 EUR 100.00 CNH Industrial N.V. 99.983
Iveco Nederland B.V. 0.017
SAIC Fiat Powertrain Hongyan Co. Ltd. Chongqing People’s Rep.of China 580,000,000 CNY 60.00 FPT Industrial S.p.A. 30.000
SAIC IVECO Commercial Vehicle 60.000
Investment Company Limited
Seddon Atkinson Vehicles Ltd Basildon United Kingdom 41,700,000 GBP 100.00 Iveco Holdings Limited 100.000
Shanghai New Holland Agricultural
Machinery Corporation Limited Shanghai People’s Rep. of China 67,000,000 USD 60.00 CNH Industrial Asian Holding 60.000
Limited N.V.
Société Charolaise
de Participations S.A. Vénissieux France 2,370,000 EUR 100.00 Iveco Espana S.L. 100.000
Société de Diffusion de Vehicules
Industriels-SDVI S.A.S. Trappes France 7,022,400 EUR 100.00 Iveco France 100.000
Steyr Center Nord GmbH Ruckersdorf- Austria 35,000 EUR 100.00 CNH Industrial Osterreich GmbH 100.000
Harmannsdorf
Transolver Finance S.A.S. Trappes France 9,468,219 EUR 100.00 CNH Industrial Financial Services S.A. 100.000
Transolver Service S.A. Madrid Spain 610,000 EUR 100.00 Iveco FS Holdings Limited 99.984
Iveco Espana S.L. 0.016
Transolver Services S.A. Trappes France 38,000 EUR 99.76 Iveco Capital Limited 99.760
UAB Iveco Capital Baltic Vilnius Lithuania 40,110 EUR 100.00 Iveco FS Holdings Limited 100.000
Uzcaseagroleasing LLC Tashkent Uzbekistan 5,000,000 USD 51.00 Case Credit Holdings Limited 51.000
UzCaseMash LLC Tashkent Uzbekistan 15,000,000 USD 60.00 Case Equipment Holdings Limited 60.000
UzCaseService LLC Tashkent Uzbekistan 5,000,000 USD 51.00 Case Equipment Holdings Limited 51.000
UzCaseTractor LLC Tashkent Uzbekistan 15,000,000 USD 51.00 Case Equipment Holdings Limited 51.000
Zona Franca Alari Sepauto S.A. Barcelona Spain 520,560 EUR 51.87 Iveco Espana S.L. 51.867
INDEPENDENT
AUDITOR’S REPORT
TO: THE SHAREHOLDERS AND AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS OF CNH INDUSTRIAL N.V.
Materiality
Materiality $ 70 million (or € 64 million)
Additional explanation Materiality is based on operating profit, as we consider an earnings-based measure as an appropriate basis for determining our overall
materiality. The users of the financial statements of profit-oriented entities tend to focus on operational performance. We changed the
benchmark from last year (from 5% of pretax income to 5% of operating profit) to reflect the volatility of the results given the recent
business and market conditions. We believe that operating profit is an important metric for the financial performance of the company.
219
We have also taken into account misstatements and/or possible misstatements that in our opinion are material to the users of the financial
statements for qualitative reasons.
We agreed with the audit committee that misstatements in excess of $ 3.5 million (or € 3.2 million), which are identified during the audit, would
be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
Our Group audit mainly focused on significant group entities. Group entities are considered significant either because of their individual
financial significance or because they are likely to include significant risks of material misstatement due to their specific nature or circumstances.
On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or on
specific items. In establishing the overall approach to the audit, we determined the audit procedures required to be performed by us, as Group
auditors or by component auditors derived from certain member firms of Ernst & Young Global Limited and operating under our instructions.
Accordingly, we identified 16 of CNH Industrial N.V.’s Group entities, which, in our view, required an audit of their complete financial information,
either due to their overall size or their risk characteristics. Specific audit procedures on certain balances and transactions were performed on
a further 28 entities. Of the remaining group entities, three were subject to analytical procedures, with a focus on higher risk balances and
unusual movements and additional audit procedures over specific transactions.
IN TOTAL OUR PROCEDURES REPRESENT 92% OF THE GROUP’S TOTAL ASSETS AND 90% OF NET REVENUES.
By performing the procedures mentioned above at Group entities, together with additional procedures at Group level, we have been able to
obtain sufficient and appropriate audit evidence to provide a basis for our opinion on the consolidated financial statements.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
220 INDEPENDENT
AUDITOR’S
REPORT
Income taxes
At December 31, 2015, the Group had total theoretical future tax benefits arising from deductible We obtained an understanding of the income taxes process, and eva-
temporary differences of $ 2,211 million and tax loss carry forwards of $ 674 million that have been luated the design and tested the effectiveness of controls in this area
reduced by $ 583 million of tax assets whose recoverability is not probable and $ 1,455 million of relevant to our audit. We performed internal control procedures and
deferred tax liabilities. This resulted in net deferred tax assets of $ 847 million. The analysis of the substantive audit procedures on the estimate of uncertain tax posi-
recoverability of deferred tax assets was significant to our audit because the assessment process is tions and on the recognition of deferred tax balances based on diffe-
complex and judgmental and is based on assumptions that are affected by expected future market rent local tax regulations, and on the analysis of the recoverability of
or economic conditions. Additionally, due to the complexity of tax rules in certain jurisdictions the deferred tax assets based on the estimated future taxable income.
in which the Group operates, the risk of errors in the application of tax rules in determining the Our audit procedures included testing of underlying data, performing
Group’s uncertain tax positions exists. sensitivity analyses and evaluating and testing the key assumptions used
to determine the amounts recognized.
The Group disclosures related to income taxes are included in Note 11 to the consolidated financial
statements.
Responsibilities of management and the audit committee for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of
Book 2 of the Dutch Civil Code, and for the preparation of the report on operations in accordance with Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation
of Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so. Management should disclose events and circumstances that may cast significant doubt on the Group’s ability to continue as a going
concern in the financial statements.
The audit committee is responsible for overseeing the Group’s financial reporting process.
221
Engagement
We were engaged by the audit committee of CNH Industrial N.V. on February 25, 2015 to perform the audit of its 2015 financial statements
and have continued as its statutory auditor ever since 2013.
Rotterdam, March 4, 2016
Ernst & Young Accountants LLP
/s/ Pieter Laan
CONTACTS
PRINCIPAL OFFICE
25 St. James's Street, London, SW1A 1HA, United Kingdom
Tel. +44 207 7660 346
website: www.cnhindustrial.com
INVESTOR RELATIONS
Europe Tel. +44 207 7660 386
Nor th America Tel. +1 630 887 3745
e-mail: investor.relations@ cnhind.com
SUSTAINABILITY
Tel. +39 011 00 62 627
e-mail: sustainability@ cnhind.com
CORPORATE COMMUNICATIONS
Tel. +44 207 7660 346
e-mail: mediarelations@ cnhind.com
This document is printed on eco-responsible IGLOO Silk, a 100% recycled paper produced by Arjowiggins
Graphic. The internal pages are printed on 115 gsm paper and the cover is 350 gsm.
By printing on this recycled paper, CNH Industrial improved its environmental impact by cutting:
153
KG OF LANDFILL
CO2 21
KG OF CO2
206
KM OF TRAVEL BASED ON THE
WASTE AVERAGE EUROPEAN CAR
4,250
LITERS OF WATER
392
KWH OF ENERGY
249
KG OF WOOD
GRAPHIC DESIGN
Sunday
Turin, Italy
EDITORIAL COORDINATION
Sunday
Turin, Italy
PRINTING
Graf Art - Officine Grafiche Artistiche
Venaria Reale (To), Italy
Printed in Italy
April 2016