株探米国株
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0001567094false00015670942023-11-072023-11-070001567094us-gaap:CommonStockMember2023-11-072023-11-070001567094cnhi:A3850NotesDue2027Member2023-11-072023-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CNHI_Positive_COLOR_Version.jpg
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2023
CNH INDUSTRIAL N.V.
(Exact name of registrant as specified in its charter)
Netherlands 001-36085 98-1125413
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom
N/A
(Address of principal executive offices) (Zip Code)
+44 2079 251964
Registrant’s telephone number including area code

N/A
(Former name, former address and former fiscal year, if changed since last report):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value €0.01 CNHI
New York Stock Exchange 1
3.850% Notes due 2027 CNHI27 New York Stock Exchange
1 In addition to the New York Stock Exchange, CNHI common shares are listed on Euronext Milan, the regulated market of Borsa Italiana, in Italy.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))         
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02.    Results of Operations and Financial Condition.

On November 7, 2023, CNH Industrial N.V. (the “Company”) issued a press release announcing its results of operations for the third quarter of 2023. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 2.05.     Costs Associated with Exit or Disposal Activities.

On November 7, 2023, the Company announced a targeted restructuring that the Company believes will establish a more cost-efficient structure that will complement the Company’s continuous improvement initiatives. The restructuring plan initially includes the reduction of approximately 5% of the Company’s salaried workforce cost. This targeted restructuring will include a more thorough review of the Company’s cost structure to be implemented next year. In connection with the restructuring plan, the Company estimates that it will incur pre-tax restructuring and related charges of up to $200 million primarily related to employee severance and benefits cost to be incurred in the fourth quarter of 2023 and the first six months of 2024.

Item 7.01.    Regulation FD Disclosure.

On November 7, 2023, CNH Industrial N.V. made available a presentation providing review of its third quarter of 2023, which is being made available in connection with a November 7, 2023 investor conference call. A copy of that slide presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01.    Other Events.

On November 7, 2023, the Company issued a press release announcing that its Board of Directors has approved an application to delist its ordinary shares from Euronext Milan. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

On November 7, 2023, the Company’s Board of Directors also authorized a $1.0 billion share buyback program (the “Program”) under which the Company may repurchase its common shares between November 8, 2023 and March 1, 2024 in the open market or through privately negotiated or other transactions, including at the Company’s election trading plans under Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) depending on share price, market conditions and other factors. The Company intends to conduct any open market share repurchases that are made on the New York Stock Exchange in compliance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934. The share repurchase program does not obligate the Company to repurchase any specific value or number of its shares, and repurchases may be commenced or suspended from time to time without prior notice. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

Forward-Looking Statements

All statements included in the Current Report on Form 8-K, including statements regarding the Company’s restructuring plan and the costs and timing thereof, statements with reject to future financial position or operating results; including revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward looking statements also include statements regarding the future performance of CNH Industrial and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)









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

CNH INDUSTRIAL N.V.
By: /s/ Roberto Russo
Name:    Roberto Russo
Title: Chief Legal and Compliance Officer
Date: November 7, 2023

EX-99.1 2 ex991.htm EX-99.1 Document
imagea.jpg image1a.jpg                    Exhibit 99.1

CNH Industrial N.V. Reports Third Quarter 2023 Results
Q3 consolidated revenue and net income both increased by 2% year-over-year
Amid softer demand in certain product categories and South America, segments improved profitability by executing cost containment actions
Agriculture segment adjusted EBIT margin up 50 bps year-over-year to 15.3%, despite net sales declining by 3%
Construction segment adjusted EBIT margin up 360 bps year-over-year to 6.3%, with net sales increasing by 6%
Announcing immediate restructuring program to be followed by a thorough review of SG&A cost structure

Basildon, UK - November 7, 2023 - CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) today reported results for the three months ended September 30, 2023 with net income of $570 million and diluted earnings per share of $0.42 compared with net income of $559 million and diluted earnings per share of $0.41 for the three months ended September 30, 2022. Consolidated revenues were $5.99 billion (up approximately 2% compared to Q3 2022) and Net sales for Industrial Activities were $5.33 billion (a decrease of approximately 1% compared to Q3 2022). Net cash provided by operating activities was $232 million and Industrial Free Cash Flow absorption was $127 million in Q3.
Financial results presented under U.S. GAAP

“CNH achieved record margins in our Agriculture and Construction segments, even as some markets began to soften. Balancing continued investments in iron and technology with aggressive cost containment positions us to maintain our full year adjusted EPS target of around $1.70 and demonstrate higher through-the-cycle margins. We will complement our continuous improvement initiatives with targeted restructuring to enhance operational efficiencies and optimize our organization. Our precision technology evolution is accelerating as we execute our longstanding plan to reduce our reliance on third parties. I would like to thank our employees and dealers for their unyielding commitment to ensuring CNH and its brands deliver for our customers.”
Scott W. Wine, Chief Executive Officer

2023 Third Quarter Results
(all amounts $ million, comparison vs Q3 2022 - unless otherwise stated)

US-GAAP
Q3 2023 Q3 2022 Change
Change at c.c.(1)
Consolidated revenue 5,986 5,881 +2% —%
of which Net sales of Industrial Activities 5,332 5,396 (1)% (3)%
Net income 570 559 +2%
Diluted EPS $ 0.42 0.41 +0.01
Cash flow from operating activities 232 272 (40)
Cash and cash equivalents(2)
2,979 4,376 (1,397)
Gross profit margin of Industrial Activities 23.9% 23.0% +90 bps
NON-GAAP(3)
Q3 2023 Q3 2022 Change
Adjusted EBIT of Industrial Activities 657 670 (13)
Adjusted EBIT margin of Industrial Activities 12.3% 12.4% -10 bps
Adjusted net income 570 557 +13
Adjusted diluted EPS $ 0.42 0.41 +0.01
Free cash flow of Industrial Activities (127) 202 (329)
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Net sales of Industrial Activities were $5.33 billion, a decrease of 1% when compared to the corresponding period from the previous year. This decline is mainly due to lower industry demand in Agriculture, especially in South America and in EMEA for combines. Pricing continued to be favorable for both Industrial segments, and Construction net sales grew by approximately 6%.
Net income was $570 million, with diluted earnings per share of $0.42 (net income of $559 million in Q3 2022, with diluted earnings per share of $0.41). In Q3 2023, the impact of adjusting items on net income and diluted earnings per share was neutral. In comparison, in Q3 2022, CNH Industrial N.V. reported adjusted net income of $557 million and adjusted diluted earnings per share of $0.41.
Gross profit margin of Industrial Activities was 23.9% (23.0% in Q3 2022) with improvement from the corresponding period from the previous year in both Agriculture and Construction, reflective of favorable price realization and of improving operating performance.
Reported income tax expense was $171 million ($192 million in Q3 2022), and effective tax rate (ETR) was 25.8% (26.3% in Q3 2022) with adjusted ETR(3) of 25.7% for the third quarter of 2023 (26.2% in Q3 2022).
Cash flow provided by operating activities in the quarter was $232 million ($272 million in Q3 2022). Free cash flow absorption of Industrial Activities was $127 million. Consolidated Debt was $25 billion as of September 30, 2023 ($23 billion at December 31, 2022).
The Company has initiated an immediate restructuring program targeting a 5% reduction in salaried workforce cost. This will be coupled with a comprehensive rightsizing of the Company’s cost structure to be implemented early next year. Between the immediate reductions this year and the additional actions next year, CNH expects a run rate reduction of 10-15% on total labor and non-labor SG&A expenses. The Company expects to incur restructuring charges of up to $200 million.
Agriculture
Q3 2023 Q3 2022 Change
Change at c.c.(1)
Net sales ($ million) 4,384 4,501 (3)% (4)%
Adjusted EBIT ($ million) 672 666 +6
Adjusted EBIT margin 15.3% 14.8% +50 bps
In North America, industry volume was up 19% year over year in the third quarter for tractors over 140 HP and was down 7% for tractors under 140 HP; combines were down 4% from prior year. In EMEA, tractor and combine demand was up 4% and down 18%, respectively. Industry volume in Europe alone was down 7% for tractors and down 40% for combines. South America tractor demand was down 16% and combine demand was down 47%. Asia Pacific tractor demand was down 10% and combine demand was up 33%.
Agriculture net sales decreased for the quarter by 2.6% to $4.38 billion primarily as a result of lower industry volume, mainly in EMEA and South America partially offset by favorable mix in North America and continued price realization.
Gross profit margin was 25.6% (25.0% in Q3 2022) up 60 bps as a result of favorable price realization in all regions and diminishing production cost inflation.
Adjusted EBIT was $672 million ($666 million in Q3 2022), with Adjusted EBIT margin at 15.3% (14.8% in Q3 2022). The reduced volumes due to industry headwinds were compensated by better mix, higher gross margin, and slight reduction in SG&A expenses, while R&D investments continued growing and accounted for 5.5% of sales (4.3% in 2022). Income from unconsolidated subsidiaries increased $56 million in the quarter, primarily from our JV.
Construction
Q3 2023 Q3 2022 Change
Change at c.c.(1)
Net sales ($ million) 948 895 +6% +4%
Adjusted EBIT ($ million) 60 24 +36
Adjusted EBIT margin 6.3% 2.7% +360 bps
Global industry volume for construction equipment was down 13% year over year in the third quarter for Heavy construction equipment; Light construction equipment was down 3% year over year. Aggregated demand increased 2% in North America, decreased 3% in EMEA, decreased 27% in South America and decreased 13% for Asia Pacific (excluding China, Asia Pacific markets decreased 1%).
Construction net sales increased for the quarter by 6% to $948 million, driven by favorable price realization and positive volume/mix mainly in North America, partially offset by lower net sales in other regions.
Gross profit margin was 15.9%, up 330 bps compared to Q3 2022, mainly due to favorable product mix and price realization.
Adjusted EBIT increased $36 million due to favorable product mix and price realization, while SG&A and R&D spend was flat year-over-year. Adjusted EBIT margin at 6.3% increased by 360 bps vs the same quarter of 2022.

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Financial Services
Q3 2023 Q3 2022 Change
Change at c.c.(1)
Revenue ($ million) 653 482 +35% +33%
Net income ($ million) 86 86
Equity at quarter-end ($ million) 2,610 2,207 +403
Retail loan originations ($ million) 3,043 2,478 +23%
Revenues increased 35% due to favorable volumes and higher base rates across all regions, partially offset by lower used equipment sales due to decreased operating lease maturities.
Net income was $86 million in the third quarter of 2023, flat compared to the same quarter of 2022, primarily due to favorable volumes in all regions, partially offset by margin compression in North America and higher risk costs.
The managed portfolio (including unconsolidated joint ventures) was $26.8 billion as of September 30, 2023 (of which retail was 65% and wholesale was 35%), up $5.6 billion compared to September 30, 2022 (up $4.7 billion on a constant currency basis).
At September 30, 2023, the receivables balance greater than 30 days past due as a percentage of receivables was 1.6% (1.3% as of September 30, 2022).

2023 Outlook

Given the softening of end market conditions, predominantly in South America, the Company is modifying the 2023 outlook for its Industrial Activities as follows:

•Net sales(5) up between 3% and 6% year on year including currency translation effects

•SG&A up no more than 5% vs 2022

•Free Cash Flow of Industrial Activities(6) between $1.0bn and $1.2bn

•R&D expenses and capital expenditures at around $1.6bn

Adjusted diluted EPS is targeted at about $1.70.


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Results for the Nine Months Ended September 30, 2023
(all amounts $ million, comparison vs YTD Q3 2022 - unless otherwise stated)

US-GAAP
YTD Q3 2023 YTD Q3 2022  Change
Change at c.c.(1)
Consolidated revenue 17,895 16,608 +8% +8%
of which Net sales of Industrial Activities 16,062 15,189 +6% +6%
Net income 1,766 1,447 +22%
Diluted EPS $ 1.30 1.06 +0.24
Cash flow from operating activities (608) (886) +278
Cash and cash equivalents(2)
2,979 4,376 (1,397)
Gross profit margin of Industrial Activities 24.5% 22.2% +230 bps
NON-GAAP(3)
YTD Q3 2023 YTD Q3 2022 Change
Adjusted EBIT of Industrial Activities 2,034 1,753 +281
Adjusted EBIT margin of Industrial Activities 12.7% 11.5% +120 bps
Adjusted net income 1,756 1,518 +238
Adjusted diluted EPS $ 1.29 1.11 +0.18
Free cash flow of Industrial Activities (414) (453) +39
Adjusted gross margin of Industrial Activities 24.5% 22.4% +210 bps
Agriculture
YTD Q3 2023 YTD Q3 2022 Change
Change at c.c.(1)
Net sales 13,201 12,600 +5% +5%
Adjusted EBIT 2,063 1,755 +308
Adjusted EBIT margin 15.6% 13.9% +170 bps
Construction
YTD Q3 2023 YTD Q3 2022 Change
Change at c.c.(1)
Net sales 2,861 2,589 11% +11%
Adjusted EBIT 176 90 +86
Adjusted EBIT margin 6.2% 3.5% +270 bps
Financial Services
YTD Q3 2023 YTD Q3 2022 Change
Change at c.c.(1)
Revenue 1,805 1,419 +27% +27%
Net income 258 263 (5)

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Notes
CNH Industrial reports quarterly and annual consolidated financial results under U.S. GAAP and EU-IFRS. The tables and discussion related to the financial results of the Company and its segments shown in this press release are prepared in accordance with U.S. GAAP. EU-IFRS reports will be published on approximately November 8, 2023.

1.c.c. means at constant currency.
2.Comparison vs. December 31, 2022
3.This item is a non-GAAP financial measure. Refer to the “Non-GAAP Financial Information” section of this press release for information regarding non-GAAP financial measures. Refer to the specific table in the “Other Supplemental Financial Information” section of this press release for the reconciliation between the non-GAAP financial measure and the most comparable GAAP financial measure.
4.Certain financial information in this report has been presented by geographic area. Our geographical regions are: (1) North America; (2) Europe, Middle East and Africa (“EMEA”); (3) South America and (4) Asia Pacific. The geographic designations have the following meanings:
a.North America: United States, Canada, and Mexico;
b.Europe, Middle East, and Africa: member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Turkey, Uzbekistan, Pakistan, the African continent, and the Middle East;
c.South America: Central and South America, and the Caribbean Islands; and
d.Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.
5.    Net sales reflecting the exchange rate of 1.09 EUR/USD
6.    The Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Non-GAAP Financial Information
CNH Industrial monitors its operations through the use of several non-GAAP financial measures. CNH Industrial’s management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers’ ability to assess CNH Industrial’s financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations. These non-GAAP financial measures have no standardized meaning under U.S. GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP.
CNH Industrial’s non-GAAP financial measures are defined as follows:
•Adjusted EBIT of Industrial Activities under U.S. GAAP is defined as net income (loss) before the following items: Income taxes, Financial Services’ results, Industrial Activities’ interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items. In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of on-going operational activities.
•Adjusted EBIT Margin of Industrial Activities: is computed by dividing Adjusted EBIT of Industrial Activities by Net Sales of Industrial Activities.
•Adjusted Net Income (Loss): is defined as net income (loss), less restructuring charges and non-recurring items, after tax.
•Adjusted Diluted EPS: is computed by dividing Adjusted Net Income (loss) attributable to CNH Industrial N.V. by a weighted-average number of common shares outstanding during the period that takes into consideration potential common shares outstanding deriving from the CNH Industrial share-based payment awards, when inclusion is not anti-dilutive. When we provide guidance for adjusted diluted EPS, we do not provide guidance on an earnings per share basis because the GAAP measure will include potentially significant items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end.
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•Adjusted Income Tax (Expense) Benefit: is defined as income taxes less the tax effect of restructuring expenses and non-recurring items, and non-recurring tax charges or benefits.
•Adjusted Effective Tax Rate (Adjusted ETR): is computed by dividing a) adjusted income taxes by b) income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates, less restructuring expenses and non-recurring items.
•Adjusted Gross Profit Margin of Industrial Activities: is computed by dividing Net sales less Cost of goods sold, as adjusted by non-recurring items, by Net sales.
•Net Cash (Debt) and Net Cash (Debt) of Industrial Activities: Net Cash (Debt) is defined as total debt less intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit rating counterparties) and derivative hedging debt. CNH Industrial provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets. Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.
•Free Cash Flow of Industrial Activities (or Industrial Free Cash Flow): refers to Industrial Activities only, and is computed as consolidated cash flow from operating activities less: cash flow from operating activities of Financial Services; investments of Industrial Activities in assets sold under operating leases, property, plant and equipment and intangible assets; change in derivatives hedging debt of Industrial Activities; as well as other changes and intersegment eliminations.
•Change excl. FX or Constant Currency: CNH Industrial discusses the fluctuations in revenues on a constant currency basis by applying the prior year average exchange rates to current year’s revenues expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations.
The tables attached to this press release provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.
Controls and Procedures
We identified a material weakness in our internal control over financial reporting relating to IT controls in segregation of duties and user access limits in our enterprise resource planning (ERP) applications. This material weakness has not resulted in any error or misstatement in our previously published financial results. A material weakness involves a deficiency in internal control over financial reporting that creates a reasonable possibility that a material misstatement in financial statements may not be prevented or detected on a timely basis. The company is currently implementing measures to address the underlying causes of the material weakness.
Forward-looking Statements
All statements other than statements of historical fact contained in this press release including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward-looking statements also include statements regarding the future performance of CNH Industrial and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.
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Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by geopolitical events; production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH Industrial and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere; the remediation of a material weakness; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.
Forward-looking statements are based upon assumptions relating to the factors described in this press release, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH Industrial’s control. CNH Industrial expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.
Further information concerning CNH Industrial, including factors that potentially could materially affect CNH Industrial’s financial results, is included in CNH Industrial’s reports and filings with the SEC, the Autoriteit Financiële Markten and Commissione Nazionale per le Società e la Borsa.
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.
Additional factors could cause actual results to differ from those express or implied by the forward-looking statements included in the Company’s filings with the SEC (including, but not limited to, the factors discussed in our 2022 Annual Report and subsequent quarterly reports).
Conference Call and Webcast
Today, at 3:30 p.m. CET / 2:30 p.m. GMT / 9:30 a.m. EST, management will hold a conference call to present third quarter 2023 results to financial analysts and institutional investors. The call can be followed live online at https://bit.ly/CNH_Industrial_Q3_2023 and a recording will be available later on the Company’s website www.cnhindustrial.com. A presentation will be made available on the CNH Industrial website prior to the conference call.
Basildon, UK, November 7, 2023
CONTACTS
Media Inquiries – Laura Overall Tel +44 207 925 1964 or Rebecca Fabian Tel +1 312 515 2249
(Email mediarelations@cnhind.com)

Investor Relations – Jason Omerza Tel +1 630 740 8079 or Federico Pavesi Tel +39 345 605 6218
(Email investor.relations@cnhind.com)








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CNH INDUSTRIAL N.V.
Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022
(Unaudited, U.S. GAAP)

Three Months Ended September 30, Nine Months Ended September 30,
($ million) 2023 2022 2023 2022
Revenues
Net sales 5,332  5,396  16,062  15,189 
Finance, interest and other income 654  485  1,833  1,419 
Total Revenues 5,986  5,881  17,895  16,608 
Costs and Expenses
Cost of goods sold 4,059  4,156  12,133  11,819 
Selling, general and administrative expenses 462  422  1,385  1,224 
Research and development expenses 266  213  766  609 
Restructuring expenses 11  19 
Interest expense 346  190  941  490 
Other, net 186  159  536  490 
Total Costs and Expenses 5,324  5,151  15,769  14,651 
Income (loss) of Consolidated Group before Income Taxes 662  730  2,126  1,957 
Income tax (expense) benefit (171) (192) (536) (579)
Equity in income (loss) of unconsolidated subsidiaries and affiliates 79  21  176  69 
Net Income (loss) 570  559  1,766  1,447 
Net income attributable to noncontrolling interests 11  10 
Net Income (loss) attributable to CNH Industrial N.V. 567  556  1,755  1,437 
Earnings (loss) per share attributable to CNH Industrial N.V.
Basic 0.43 0.41 1.31 1.06
Diluted 0.42 0.41 1.30 1.06
Weighted average shares outstanding (in millions)
Basic 1,332  1,350  1,337  1,354 
Diluted 1,351  1,355  1,355  1,359 
Cash dividends declared per common share —  —  0.396  0.302 

These Consolidated Statements of Operations should be read in conjunction with the Company’s Audited Consolidated Financial Statements and Notes for the Year Ended December 31, 2022 included in the Annual Report on Form 10-K. These Consolidated Statements of Operations represent the consolidation of all CNH Industrial N.V. subsidiaries.








8

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CNH INDUSTRIAL N.V.
Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022
(Unaudited, U.S. GAAP)

($ million) September 30, 2023 December 31, 2022
Assets
Cash and cash equivalents 2,979  4,376 
Restricted cash 706  753 
Financing receivables, net 22,240  19,260 
Receivables from Iveco Group N.V. 229  298 
Inventories, net 6,447  4,811 
Property, plant and equipment, net and equipment under operating lease 3,135  3,034 
Intangible assets, net 4,727  4,451 
Other receivables and assets 2,578  2,398 
Total Assets 43,041  39,381 
Liabilities and Equity
Debt 24,958  22,962 
Payables to Iveco Group N.V. 76  156 
Other payables and liabilities 9,892  9,287 
Total Liabilities 34,926  32,405 
Redeemable noncontrolling interest 58  49 
Equity 8,057  6,927 
Total Liabilities and Equity 43,041  39,381 

These Consolidated Balance Sheets should be read in conjunction with the Company’s Audited Consolidated Financial Statements and Notes for the year ended December 31, 2022 included in the Annual Report on Form 10-K. These Consolidated Balance Sheets represent the consolidation of all CNH Industrial N.V. subsidiaries.




















9

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CNH INDUSTRIAL N.V.
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2023 and 2022
(Unaudited, U.S. GAAP)

Nine Months Ended September 30,
($ million) 2023 2022
Cash Flows from Operating Activities
Net income (loss) 1,766  1,447 
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization expense excluding assets under operating lease 276  252 
Depreciation and amortization expense of assets under operating lease 140  155 
(Gain) loss from disposal of assets 21  22 
Undistributed (income) loss of unconsolidated subsidiaries (125) (36)
Other non-cash items 136  130 
Changes in operating assets and liabilities:
Provisions 618  (21)
Deferred income taxes (319) 83 
Trade and financing receivables related to sales, net (1,602) (1,279)
Inventories, net (1,443) (1,121)
Trade payables (101) (120)
Other assets and liabilities 25  (398)
Net cash provided (used) by operating activities (608) (886)
Cash Flows from Investing Activities
Additions to retail receivables (5,689) (4,179)
Collections of retail receivables 4,308  3,342 
Proceeds from sale of assets, net of assets sold under operating leases 25 
Expenditures for property, plant and equipment and intangible assets, net of assets under operating lease (401) (245)
Expenditures for assets under operating lease (384) (368)
Other 123  (165)
Net cash provided (used) by investing activities (2,042) (1,590)
Cash Flows from Financing Activities
Net increase (decrease) in debt 1,962  1,334 
Dividends paid (531) (416)
Other (224) (116)
Net cash provided (used) by financing activities 1,207  802 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (1) (357)
Net increase (decrease) in cash, cash equivalents and restricted cash (1,444) (2,031)
Cash, cash equivalents and restricted cash, beginning of year 5,129  5,845 
Cash, cash equivalents and restricted cash, end of period 3,685  3,814 

These Consolidated Statements of Cash Flow should be read in conjunction with the Company’s Audited Consolidated Financial Statements and Notes for the year ended December 31, 2022 included in the Annual Report on Form 10-K. These Consolidated Statements of Cash Flows represent the consolidation of all CNH Industrial N.V. subsidiaries.



10

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CNH INDUSTRIAL N.V.
Supplemental Statements of Operations for the Three Months Ended September 30, 2023 and 2022
(Unaudited, U.S. GAAP)

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022
($ million)
Industrial Activities(1)
Financial Services Eliminations Consolidated
Industrial Activities(1)
Financial Services Eliminations Consolidated
Revenues
Net sales 5,332  —  —  5,332  5,396  —  —  5,396 
Finance, interest and other income 49  653  (48) (2) 654  27  482  (24) (2) 485 
Total Revenues 5,381  653  (48) 5,986  5,423  482  (24) 5,881 
Costs and Expenses
Cost of goods sold 4,059  —  —  4,059  4,156  —  —  4,156 
Selling, general and administrative expenses 398  64  —  462  377  45  —  422 
Research and development expenses 266  —  —  266  213  —  —  213 
Restructuring expenses —  —  11  —  —  11 
Interest expense 59  335  (48) (3) 346  54  160  (24) (3) 190 
Other, net 47  139  —  186  (3) 162  —  159 
Total Costs and Expenses 4,834  538  (48) 5,324  4,808  367  (24) 5,151 
Income (loss) of Consolidated Group before Income Taxes 547  115  —  662  615  115  —  730 
Income tax (expense) benefit (137) (34) —  (171) (160) (32) —  (192)
Equity in income (loss) of unconsolidated subsidiaries and affiliates 74  —  79  18  —  21 
Net Income (loss) 484  86  —  570  473  86  —  559 
(1)    Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company’s Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)     Elimination of Financial Services’ interest income earned from Industrial Activities.
(3)    Elimination of Industrial Activities’ interest expense to Financial Services.





















11

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CNH INDUSTRIAL N.V.
Supplemental Statements of Operations for the Nine Months Ended September 30, 2023 and 2022
(Unaudited, U.S. GAAP)

Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
($ million)
Industrial Activities(1)
Financial Services Eliminations Consolidated
Industrial Activities(1)
Financial Services Eliminations Consolidated
Revenues
Net sales 16,062  —  —  16,062  15,189  —  —  15,189 
Finance, interest and other income 153  1,805  (125) (2) 1,833  52  1,419  (52) (2) 1,419 
Total Revenues 16,215  1,805  (125) 17,895  15,241  1,419  (52) 16,608 
Costs and Expenses
Cost of goods sold 12,133  —  —  12,133  11,819  —  —  11,819 
Selling, general and administrative expenses 1,219  166  —  1,385  1,087  137  —  1,224 
Research and development expenses 766  —  —  766  609  —  —  609 
Restructuring expenses —  —  19  —  —  19 
Interest expense 189  877  (125) (3) 941  149  393  (52) (3) 490 
Other, net 109  427  —  536  (41) 531  —  490 
Total Costs and Expenses 14,424  1,470  (125) 15,769  13,642  1,061  (52) 14,651 
Income (loss) of Consolidated Group before Income Taxes 1,791  335  —  2,126  1,599  358  —  1,957 
Income tax (expense) benefit (447) (89) —  (536) (473) (106) —  (579)
Equity in income (loss) of unconsolidated subsidiaries and affiliates 164  12  —  176  58  11  —  69 
Net Income (loss) 1,508  258  —  1,766  1,184  263  —  1,447 
(1)    Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company’s Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)     Elimination of Financial Services’ interest income earned from Industrial Activities.
(3)    Elimination of Industrial Activities’ interest expense to Financial Services.


























12

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CNH INDUSTRIAL N.V.
Supplemental Balance Sheets as of September 30, 2023 and December 31, 2022
(Unaudited, U.S. GAAP)

September 30, 2023 December 31, 2022
($ million)
Industrial Activities(1)
Financial Services Eliminations Consolidated
Industrial Activities(1)
Financial Services Eliminations Consolidated
Assets
Cash and cash equivalents 2,458  521  —  2,979  3,802  574  —  4,376 
Restricted cash 150  556  —  706  158  595  —  753 
Financing receivables, net 1,017  22,735  (1,512) (2) 22,240  898  19,313  (951) (2) 19,260 
Receivables from Iveco Group N.V. 163  66  —  229  234  64  —  298 
Inventories, net 6,428  19  —  6,447  4,798  13  —  4,811 
Property, plant and equipment, net and equipment on operating lease 1,720  1,415  —  3,135  1,561  1,473  —  3,034 
Intangible assets, net 4,563  164  —  4,727  4,287  164  —  4,451 
Other receivables and assets 2,331  494  (247) (3) 2,578  2,141  477  (220) (3) 2,398 
Total Assets 18,830  25,970  (1,759) 43,041  17,879  22,673  (1,171) 39,381 
Liabilities and Equity
Debt 4,622  21,848  (1,512) (2) 24,958  4,972  18,941  (951) (2) 22,962 
Payables to Iveco Group N.V. 72  —  76  151  —  156 
Other payables and liabilities 8,699  1,440  (247) (3) 9,892  8,211  1,296  (220) (3) 9,287 
Total Liabilities 13,325  23,360  (1,759) 34,926  13,188  20,388  (1,171) 32,405 
Redeemable noncontrolling interest 58  —  —  58  49  —  —  49 
Equity 5,447  2,610  —  8,057  4,642  2,285  —  6,927 
Total Liabilities and Equity 18,830  25,970  (1,759) 43,041  17,879  22,673  (1,171) 39,381 
(1)    Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company’s Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)     This item includes the elimination of receivables/payables between Industrial Activities and Financial Services.
(3)    This item primarily represents the reclassification of deferred tax assets/liabilities in the same taxing jurisdiction and elimination of intercompany activity between Industrial Activities and Financial Services.
































13

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CNH INDUSTRIAL N.V.
Supplemental Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022
(Unaudited, U.S. GAAP)
Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022
($ million)
Industrial Activities(1)
Financial Services Eliminations Consolidated
Industrial Activities(1)
Financial Services Eliminations Consolidated
Cash Flows from Operating Activities
Net income (loss) 1,508  258  —  1,766  1,184  263  —  1,447 
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization expense excluding assets under operating lease 273  —  276  250  —  252 
Depreciation and amortization expense of assets under operating lease 134  —  140  153  —  155 
(Gain) loss from disposal of assets, net 21  —  —  21  22  —  —  22 
Undistributed (income) loss of unconsolidated subsidiaries (109) (12) (4) (2) (125) 90  (11) (115) (2) (36)
Other non-cash items, net 73  63  —  136  87  43  —  130 
Changes in operating assets and liabilities:
Provisions 617  —  618  (21) —  —  (21)
Deferred income taxes (271) (48) —  (319) 130  (47) —  83 
Trade and financing receivables related to sales, net (25) (1,582) (3) (1,602) 73  (1,352) —  (1,279)
Inventories, net (1,722) 279  —  (1,443) (1,498) 377  —  (1,121)
Trade payables (56) (40) (5) (3) (101) (71) (57) (3) (120)
Other assets and liabilities (174) 199  —  25  (430) 40  (8) (3) (398)
Net cash provided (used) by operating activities 141  (745) (4) (608) (182) (589) (115) (886)
Cash Flows from Investing Activities
Additions to retail receivables —  (5,689) —  (5,689) —  (4,179) —  (4,179)
Collections of retail receivables —  4,308  —  4,308  —  3,342  —  3,342 
Proceeds from sale of assets excluding assets sold under operating leases —  —  25  —  —  25 
Expenditures for property, plant and equipment and intangible assets excluding assets under operating lease (397) (4) —  (401) (243) (2) —  (245)
Expenditures for assets under operating lease (26) (358) —  (384) (14) (354) (368)
Other 460  (441) 104  123  (424) 238  21  (165)
Net cash provided (used) by investing activities 38  (2,184) 104  (2,042) (656) (955) 21  (1,590)
Cash Flows from Financing Activities
Net increase (decrease) in debt (777) 2,739  —  1,962  61  1,273  —  1,334 
Dividends paid (531) (4) (2) (531) (416) (115) 115  (2) (416)
Other (224) 104  (104) (224) (116) 21  (21) (116)
Net cash provided (used) by financing activities (1,532) 2,839  (100) 1,207  (471) 1,179  94  802 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (2) —  (1) (338) (19) —  (357)
Net increase (decrease) in cash and cash equivalents (1,352) (92) —  (1,444) (1,647) (384) —  (2,031)
Cash and cash equivalents, beginning of year 3,960  1,169  —  5,129  4,514  1,331  —  5,845 
Cash and cash equivalents, end of period 2,608  1,077  —  3,685  2,867  947  —  3,814 
(1)    Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company’s Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)     This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash used in operating activities.
(3)     This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.
14

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Other Supplemental Financial Information
(Unaudited)

Adjusted EBIT of Industrial Activities by Segment
Three Months Ended
September 30,
Nine Months Ended September 30,
($ million) 2023 2022 2023 2022
Industrial Activities segments
Agriculture 672  666  2,063  1,755 
Construction 60  24  176  90 
Unallocated items, eliminations and other (75) (20) (205) (92)
Total Adjusted EBIT of Industrial Activities 657  670  2,034  1,753 

Reconciliation of Consolidated Net Income under U.S. GAAP to Adjusted EBIT of Industrial Activities
Three Months Ended September 30, Nine Months Ended September 30,
($ million) 2023 2022 2023 2022
Net Income 570  559  1,766  1,447 
Less: Consolidated income tax expense (171) (192) (536) (579)
Consolidated income before taxes 741  751  2,302  2,026 
Less: Financial Services
Financial Services Net Income 86  86  258  263 
Financial Services Income Taxes 34  32  89  106 
Add back of the following Industrial Activities items:
Interest expense of Industrial Activities, net of Interest income and eliminations 10  27  36  97 
Foreign exchange (gains) losses, net of Industrial Activities 21  14  27  14 
Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities (1)
—  (35) (2) (112)
Adjustments for the following Industrial Activities items:
Restructuring expenses 11  19
Other discrete items(2)
—  20  10  78
Total Adjusted EBIT of Industrial Activities 657  670  2,034  1,753 
(1) In the three and nine months ended September 30, 2023 and 2022, this item includes the pre-tax gain of $6 million and $18 million as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 modifications of a healthcare plan in the U.S. In the three and nine months ended September 30, 2022, this item includes the pre-tax gain of $30 million and $90 million as a result of the 2018 modification of a healthcare plan in the U.S.
(2) In the three months ended September 30, 2023, this item did not include any discrete items, while the three months ended September 30, 2022 included $14 million of costs related to the Raven segments held for sale and $7 million of spin off costs related to the Iveco Group business. The nine months ended September 30, 2023 included a loss of $23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $13 million for the fair value remeasurement of Augmenta and Bennamann. The nine months ended September 30, 2022 included $43 million of asset write-downs related to the Industrial Activities of our Russian Operations, $22 million of costs related to the Raven segments held for sale, and $13 million of spin off costs related to the Iveco Group business.
15

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Other Supplemental Financial Information
(Unaudited)

Reconciliation of Total (Debt) to Net Cash (Debt) under U.S. GAAP
Consolidated Industrial Activities Financial Services
($ million) September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022
Third party (debt) (24,958) (22,962) (4,117) (4,909) (20,841) (18,053)
Intersegment notes payable —  —  (505) (63) (1,007) (888)
Payable to Iveco Group N.V. (76) (156) (4) (5) (72) (151)
Total (Debt)(1)
(25,034) (23,118) (4,626) (4,977) (21,920) (19,092)
Cash and cash equivalents 2,979  4,376  2,458  3,802  521  574 
Restricted cash 706  753  150  158  556  595 
Intersegment notes receivable —  —  1,007  888  505  63 
Receivables from Iveco Group N.V. 229  298  163  234  66  64 
Other current financial assets(2)
—  300  —  300  —  — 
Derivatives hedging debt (41) (43) (41) (43) —  — 
Net Cash (Debt)(3)
(21,161) (17,434) (889) 362  (20,272) (17,796)
(1)    Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $505 million and $63 million as of September 30, 2023 and December 31, 2022, respectively. Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $(1,007) million and $(888) million as of September 30, 2023 and December 31, 2022, respectively
(2)     This item includes short-term deposits and investments towards high-credit rating counterparties.
(3)     The net intersegment receivable/(payable) balance recorded by Financial Services relating to Industrial Activities was $(502) million and $(825) million as of September 30, 2023 and December 31, 2022, respectively.

Reconciliation of Net Cash Provided (Used) by Operating Activities to Free Cash Flow of Industrial Activities under U.S. GAAP
Nine Months Ended September 30, Three Months Ended September 30,
2023 2022 ($ million) 2023 2022
(608) (886) Net cash provided (used) by Operating Activities 232  272 
749  704  Cash flows from Operating Activities of Financial Services, net of eliminations (141) 27 
17  Change in derivatives hedging debt of Industrial Activities and other (2) 46 
(26) (14) Investments in assets sold under operating lease assets of Industrial Activities (17) (8)
(397) (243) Investments in property, plant and equipment, and intangible assets of Industrial Activities (176) (106)
(134) (31)
Other changes(1)
(23) (29)
(414) (453) Free cash flow of Industrial Activities (127) 202 
(1)     This item primarily includes capital increases in intersegment investments and change in financial receivables.













16

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Other Supplemental Financial Information
(Unaudited)
Reconciliation of Adjusted Net Income and Adjusted Income Tax (Expense) Benefit to Net Income (Loss) and Income Tax (Expense) Benefit and Calculation of Adjusted Diluted EPS and Adjusted ETR under U.S. GAAP
Nine Months Ended September 30, Three Months Ended September 30,
2023 2022 ($ million) 2023 2022
1,766  1,447 Net income (loss) 570  559 
—  Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a) (1) (4)
(10) 66  Adjustments impacting Income tax (expense) benefit (b)
1,756  1,518  Adjusted net income (loss) 570  557 
1,745  1,508  Adjusted net income (loss) attributable to CNH Industrial N.V. 567  554 
1,355  1,359  Weighted average shares outstanding – diluted (million) 1,351  1,355 
1.29  1.11  Adjusted diluted EPS ($) 0.42  0.41 
2,126  1,957  Income (loss) of Consolidated Group before income tax (expense) benefit 662  730 
—  Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a) (1) (4)
2,126  1,962  Adjusted income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (A) 661  726 
(536) (579) Income tax (expense) benefit (171) (192)
(10) 66  Adjustments impacting Income tax (expense) benefit (b)
(546) (513) Adjusted income tax (expense) benefit (B) (170) (190)
25.7  % 26.1  % Adjusted Effective Tax Rate (Adjusted ETR) (C=B/A) 25.7  % 26.2  %
a) Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates
19  Restructuring expenses 11 
—  (90) Pre-tax gain related to the 2018 modification of a healthcare plan in the U.S. —  (30)
(18) (18) Pre-tax gain related to the 2021 modification of a healthcare plan in the U.S. (6) (6)
—  43  Asset write-down: Industrial Activities, Russia Operations —  (1)
—  16  Asset write-down: Financial Services, Russia Operations — 
17  —  Loss on sale of Industrial Activities, Russia Operations —  — 
—  Loss on sale of Financial Services, Russia Operations —  — 
—  13  Spin related costs — 
(13) —  Investment fair value adjustments —  — 
—  22  Activity of the Raven Segments held for sale, including loss on sale of the Aerostar and Engineered Films Division —  14 
—  Total (1) (4)
b) Adjustments impacting Income tax (expense) benefit
(10) 66  Tax effect of adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates
—  —  Adjustment to valuation allowances on deferred tax assets —  (3)
(10) 66  Total



17

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Other Supplemental Financial Information
(Unaudited)
Reconciliation of Adjusted Gross Profit to Gross Profit under U.S. GAAP
Nine Months Ended September 30, Three Months Ended September 30,
2023 2022 ($ million) 2023 2022
16,062  15,189  Net Sales (A) 5,332  5,396 
12,133  11,819  Cost of goods sold 4,059  4,156 
3,929  3,370  Gross profit (B) 1,273  1,240 
—  34  Asset write down (Russia operations) —  — 
3,929  3,404  Adjusted gross profit (C) 1,273  1,240 
24.5  % 22.2  % Gross profit margin (B ÷ A) 23.9  % 23.0  %
24.5  % 22.4  % Adjusted gross profit margin (C ÷ A) 23.9  % 23.0  %

18
EX-99.2 3 ex992.htm EX-99.2 ex992
Q3 2023 RESULTS REVIEW November 7, 2023 Exhibit 99.2


 
Q3 2023 results review | 7-Nov-20232 SAFE HARBOR STATEMENT AND DISCLOSURES All statements other than statements of historical fact contained in this presentation, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward-looking statements also include statements regarding the future performance of CNH Industrial and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by geopolitical events, production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH Industrial and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere; the remediation of a material weakness; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan, including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing. Reconciliations of non-GAAP measures to the most directly comparable GAAP measure are included in this presentation, which is available on our website at www.cnhindustrial.com. Forward-looking statements are based upon assumptions relating to the factors described in this presentation, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH Industrial’s control. CNH Industrial expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Further information concerning CNH Industrial, 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.


 
Q3 2023 results review | 7-Nov-20233 Q3 2023 | MAIN ACHIEVEMENTS Record Q3 EBIT margins in both Agriculture and Construction Tech evolution accelerating Cost reductions to proactively address softening markets


 
Q3 2023 results review | 7-Nov-20234 Q3 2023 | RESULTS (1) Non-GAAP measures (definition and reconciliation in appendix) Consolidated Revenues $6.0B +2% Adj. EBIT1 Industrial Activities $657M -2% Net Income $570M +2% Diluted EPS $0.42 +$0.01 Net Sales Industrial Activities $5.3B -1% -10 bps +2% +$0.01 Adj. EBIT%1 Industrial Activities 12.3% Adjusted Net Income1 $570M Adjusted Diluted EPS1 $0.42 YoY vs Q3 2022


 
5 Q3 2023 results review | 7-Nov-2023 South American markets softer than expected Cost reductions through CBS1 and supply chain improvements Margin and market share holding up in declining Ag environment Construction momentum continues with new product launches Aggressive actions to optimize dealer inventory Q3 2023 | BUSINESS HIGHLIGHTS (1) CNH Business System


 
Q3 2023 results review | 7-Nov-20236 STRATEGIC PRIORITIES CUSTOMER INSPIRED INNOVATION BRAND AND DEALER STRENGTH TECHNOLOGY LEADERSHIP OPERATIONAL EXCELLENCE SUSTAINABILITY STEWARDSHIP


 
Q3 2023 results review | 7-Nov-20237 TECHNOLOGY LEADERSHIP: PRODUCT INNOVATIONS Orders opened to strong customer demand for three key technology products Raven Cart Automation™ Raven DirecSteer™ Case IH Pro 1200 Guidance Kit New Holland IntelliView™ 12 Guidance Kit Increased productivity with reliable synchronization Simple, silent, and powerful electric steering Case IH & New Holland guidance kits


 
Q3 2023 results review | 7-Nov-20238 TECHNOLOGY LEADERSHIP: AG PRECISION TECH INDEPENDENCE Percentage of in-house precision tech solutions 0% 25% 50% 75% 100% 2021 2022 2023E 2024E 2025E 2026E Development of CNH in-house tech stack began in 2019 2021 Raven acquisition accelerated speed of tech stack evolution Changes in competitive environment reinforce merits of CNH’s strategic path Factory fit Aftermarket


 
Q3 2023 results review | 7-Nov-20239 TECHNOLOGY LEADERSHIP THROUGH STRATEGIC INVESTMENTS Provider of guidance systems, GNSS1-based correction services, and application software Hemisphere gives CNH full control of precision and navigation technologies (1) Global Navigation Satellite System Solidifies CNH’s in-house precision, automation, and autonomy technology Acquisition largely completes vertical integration efforts Cutting-edge core technologies for our customers’ fleets Top performance with a smooth and seamless user experience once integrated into CNH


 
Q3 2023 results review | 7-Nov-202310 $0.41 $0.42 Q3 2022 Q3 2023 202 (127) Q3 2022 Q3 2023 557 570 Q3 2022 Q3 2023 5,396 5,332 Q3 2022 Q3 2023 Q3 2023 | FINANCIAL HIGHLIGHTS (1) Non-GAAP measure (definition and reconciliation in appendix); (2) At Constant Currency Net Sales Industrial Activities Free Cash Flow1 Industrial Activities Adjusted Diluted EPS1 Adjusted Net Income1 ($M) -1% +2% +$0.01 (329) Δ YoY -3% @CC2


 
Q3 2023 results review | 7-Nov-202311 4,501 4,384 Q3 2022 Q3 2023 Q3 2023 | AGRICULTURE (1) Gross Margin calculated as Gross Profit divided by Net Sales, as shown on slide 24; (2) At Constant Currency; (3) Non-GAAP measure (definition and reconciliation in appendix) Note: Numbers may not add due to rounding Net Sales ($M) Gross Margin1 Adjusted EBIT3 Q3 2022 Vol. & Mix Pricing, Net Prod. Cost SG&A R&D FX & Other Q3 2023 15.3%14.8% -3% +60 bps -4% @CC2 Δ YoY 25.0% 25.6% Q3 2022 Q3 2023


 
Q3 2023 results review | 7-Nov-202312 895 948 Q3 2022 Q3 2023 Q3 2023 | CONSTRUCTION (1) Gross Margin calculated as Gross Profit divided by Net Sales, as shown on slide 24; (2) At Constant Currency; (3) Non-GAAP measure (definition and reconciliation in appendix) Note: Numbers may not add due to rounding Net Sales ($M) Gross Margin1 Adjusted EBIT3 Q3 2022 Vol. & Mix Pricing, Net Prod. Cost SG&A R&D FX & Other Q3 2023 6.3% 2.7% +6% +330 bps +4% @CC2 Δ YoY 12.6% 15.9% Q3 2022 Q3 2023


 
Q3 2023 results review | 7-Nov-202313 Q3 retail originations $3.0B, +$0.6B YoY Managed portfolio $26.8B, +$5.6B YoY (+$4.7B @ CC3) Q3 2023 | FINANCIAL SERVICES (1) Return on Assets defined as: EBIT / average managed assets annualized; (2) Including unconsolidated JVs; (3) At constant currency ($M) Delinquencies on Book (>30 Days) Profitability Ratios Managed Portfolio2 & Retail Originations2 Net Income Portfolio at Sept. 30, 2023 Retail Wholesale Operating Lease 60% 35% 5% 86 86 Q3 2022 Q3 2023 Gross Margin / Average Assets on Book RoA1 3.6% 3.5% 3.0% 2.5% 2.2% 1.8% 1.0% 2.0% 3.0% 4.0% Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 1.4% 1.3% 1.6% 1.0% 1.3% 1.6% 1.9% 2.2% Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23


 
Q3 2023 results review | 7-Nov-202314 Application to delist from Milan filed on November 7, 2023 Single listing on NYSE beginning of January 20241 Improved market liquidity, reporting simplification Increase in US index inclusion $1B share buyback program announced today, of which up to €400M to be executed in Milan by year-end UPDATE ON SINGLE LISTING (1) Pending approval by Borsa Italiana


 
Q3 2023 results review | 7-Nov-202315 FY 2023 ESTIMATES | INDUSTRY UNIT PERFORMANCE VS. FY 2022 Note: Total Industry Volume % change FY 2023 vs. FY 2022 reflecting the aggregate for key markets where the Company competes. (1) Regional split definition in the slide “Geographic information” NORTH AMERICA1 EMEA1 SOUTH AMERICA1 APAC1 0-140 HP – Small Tractors (10%) – (5%) flat (10%) – (5%) (5%) 140+ HP – Large Tractors 20% – 25% Combines 5% – 10% flat – 5% (20%) – (15%) (20%) Light flat – 5% (5%) – flat (10%) – (5%) (10%) Heavy flat – 5% (5%) – flat (30%) – (25%) (25%) – (20%)


 
Q3 2023 results review | 7-Nov-202316 FY 2023 GUIDANCE (1) Reflects full-year €/$ exchange rate average of 1.09 (2) Non-GAAP measure (definition in appendix) (3) Adj. diluted EPS; non-GAAP measure (definition in appendix) INDUSTRIAL ACTIVITIES Previous Guidance Current Guidance Net Sales1 +8% to +11% vs. 2022 +3% to +6% vs. 2022 SG&A up <5% vs. 2022 Reaffirmed Free Cash Flow2 $1.3B to $1.5B $1.0B to $1.2B R&D ~$1.6B Reaffirmed CapEx EPS3 target of ~$1.70


 
Q3 2023 results review | 7-Nov-202317 7% 8% 9% 10% 11% 12% 13% 14% 90% 95% 100% 105% 110% 115% Agriculture & Construction Composite Industry 10-year Average2 In d u s tr ia l A c ti v it ie s A d j. E B IT % 2021 2022 2023E IMPROVING PROFITABILITY AT ALL POINTS IN THE CYCLE (1) 12-13% I.A. adj. EBIT margin target by 2024 based on 2021 industry volumes, as presented at the February 2022 Capital Markets Day (2) Calculated as the price-weighted average of global retail demand with CNH product mix at 2022 prices Curves represent margin outcomes at different industry volumes We are consistently moving to a higher curve each year through margin expansion On track to achieve CMD margin curve2021 curve 2022 curve 2023 curve CMD curve1 Original 2024 CMD Target1


 
Q3 2023 results review | 7-Nov-202318 Aggressive cost management to secure margin expansion Despite current weakness, South America increasingly important role in global Ag economy Focus on retail execution and dealer inventory Tech stack enhancements accelerating Order collection extends into H1 2024, providing limited visibility 2024 industry volumes likely to be lower than 2023 2023-2024 PRIORITIES & OUTLOOK


 
APPENDIX


 
Q3 2023 results review | 7-Nov-202320 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q3 2023 | UNIT PERFORMANCE VS. Q3 2022 Note: Total Industry Volume % change 2023 vs. 2022 reflecting the aggregate for key markets where the Company competes. (1) Regional split definition in the slide “Geographic information” NORTH AMERICA1 EMEA1 SOUTH AMERICA1 APAC1 0-140 HP – Small Tractors (7%) 4% (16%) (10%) 140+ HP – Large Tractors 19% Combines (4%) (18%) (47%) 33% Light flat (2%) (13%) (5%) Heavy 7% (5%) (35%) (19%) T o ta l I n d u s tr y C o m p a n y TRACTORS COMBINES LIGHT HEAVY Company Inventory Dealer Inventory Retail Production


 
Q3 2023 results review | 7-Nov-202321 Q3 2022 Q3 2023 Δ YoY 9M 2022 9M 2023 Δ YoY U.S. GAAP Revenues 5,881 5,986 +2% 16,608 17,895 +8% Net Sales | Industrial Activities 5,396 5,332 (1%) 15,189 16,062 +6% Net Income 559 570 +2% 1,447 1,766 +22% Diluted EPS - $ 0.41 0.42 +0.01 1.06 1.30 +0.24 Non – GAAP1 Net Sales | Industrial Activities @CC2 5,396 5,233 (3%) 15,189 16,111 +6% Adjusted EBIT | Industrial Activities 670 657 (2%) 1,753 2,034 +16% Adjusted EBIT Margin | Industrial Activities 12.4% 12.3% (10) bps 11.5% 12.7% +120 bps Adjusted Effective Tax Rate 26% 26% - 26% 26% - Adjusted Net Income 557 570 +2% 1,518 1,756 +16% Weighted average shares outstanding - diluted - million 1,355 1,351 (0.3%) 1,359 1,355 (0.3%) Adjusted Diluted EPS - $ 0.41 0.42 +0.01 1.11 1.29 +0.18 Free Cash Flow | Industrial Activities 202 (127) (329) (453) (414) +39 Q3 / 9M 2023 | FINANCIAL SUMMARY (1) Non-GAAP measures: definitions in slide “Non-GAAP Financial Measures”; reconciliations in “Reconciliations” section (2) @CC means at constant currency Note: Numbers may not add due to rounding ($M)


 
Q3 2023 results review | 7-Nov-202322 Q3 2023 | INDUSTRIAL ACTIVITIES NET SALES (1) Net Sales | Excluding Other Activities, Unallocated Items and Adjustment & Eliminations (2) Δ YoY @CC means at constant currency Note: Numbers may not add due to rounding Agriculture Construction Industrial Activities1 $4,384M $948M $5,332M -3% YoY -4% @CC2 +6% YoY +4% @CC2 -1% YoY -3% @CC2 By Region as reported By Region as reported By Region as reported 41% 27% 19% 13% 57% 21% 16% 6% 44% 26% 18% 11% 38% 28% 23% 11% 49% 25% 19% 7% 40% 27% 22% 10% By Product as reported By Product as reported By Segment as reported 56% 23% 21% 36% 62% 2% 82% 18% 51% 25% 24% 36% 61% 3% 83% 17% Q3 2022 Q3 2023 AG CE NA EMEA SA APAC Tractors Combines Others Heavy Light Others NA EMEA SA APAC NA EMEA SA APAC Q3 2023 mix Q3 2022 mix Q3 2023 mix Q3 2022 mix


 
Q3 2023 results review | 7-Nov-202323 9M 2023 | INDUSTRIAL ACTIVITIES NET SALES (1) Net Sales | Excluding Other Activities, Unallocated Items and Adjustment & Eliminations (2) Δ YoY @CC means at constant currency Note: Numbers may not add due to rounding Agriculture Construction Industrial Activities1 $13,201M $2,861M $16,062M +5% YoY +5% @CC2 +11% YoY +11% @CC2 +6% YoY +6% @CC2 By Region as reported By Region as reported By Region as reported 39% 32% 18% 11% 56% 23% 15% 6% 42% 30% 18% 10% 37% 32% 21% 10% 48% 25% 19% 8% 39% 31% 21% 10% By Product as reported By Product as reported By Segment as reported 54% 24% 22% 35% 63% 2% 82% 18% 52% 24% 24% 37% 60% 3% 83% 17% 9M 2022 9M 2023 AG CE NA EMEA SA APAC Tractors Combines Others Heavy Light Others NA EMEA SA APAC NA EMEA SA APAC 9M 2023 mix 9M 2022 mix 9M 2023 mix 9M 2022 mix


 
Q3 2023 results review | 7-Nov-202324 Q3 2023 | FINANCIALS BY SEGMENT (1) Non-GAAP measure: definition in slide “Non-GAAP Financial Measures”; reconciliation in “Reconciliations” section Note: Numbers may not add due to rounding Revenues & Net Sales Gross Profit Gross Margin Adj. EBIT1 Adj. EBIT Margin1 Q3 22 Q3 23 Q3 22 Q3 23 Q3 22 Q3 23 Q3 22 Q3 23 Q3 22 Q3 23 Agriculture 4,501 4,384 1,127 1,122 25.0% 25.6% 666 672 14.8% 15.3% Construction 895 948 113 151 12.6% 15.9% 24 60 2.7% 6.3% Elimination & Other - - - - - - (20) (75) - - Industrial Activities 5,396 5,332 1,240 1,273 23.0% 23.9% 670 657 12.4% 12.3% Financial Services 482 653 Elimination & Other 3 1 CNH Industrial 5,881 5,986 ($M)


 
Q3 2023 results review | 7-Nov-202325 Q3 2022 Q3 2023 9M 2022 9M 2023 Investments in property, plant and equipment, and intangible assets 106 176 243 397 Breakdown by Category New Product & Technology 50% 31% 38% 35% Maintenance & Other 33% 63% 42% 57% Industrial Capacity Expansion & LT Investments 17% 6% 20% 8% Breakdown by Segment Agriculture 85% 87% 87% 87% Construction 15% 13% 13% 13% Research and Development 213 266 609 766 Total spending (CapEx + R&D) in new products 194 216 489 615 Breakdown by Trend Digital 42% 38% 38% 38% Electric Vehicles and CNG-LNG 9% 9% 9% 10% Other New Program 49% 53% 53% 52% ($M) Q3 / 9M 2023 | CAPEX AND R&D Note: Numbers may not add due to rounding


 
Q3 2023 results review | 7-Nov-202326 ($B) Outstanding Sep. 30, 2023 2023 2024 2025 2026 2027 Beyond 3.6 Bank Debt 1.0 1.1 0.4 0.2 0.2 0.7 10.6 Capital Market 0.3 2.7 2.5 2.1 1.2 1.8 0.2 Other Debt 0.2 - - - - - 14.4 Cash Portion of (Debt) Maturities 1.5 3.8 2.9 2.3 1.4 2.5 of which Industrial Activities 0.1 1.0 0.8 0.5 1.1 0.6 of which Financial Services 1.5 2.8 2.1 1.8 0.3 1.9 3.7 Cash & Cash Equivalents 0.7 of which restricted cash 0.2 Net Receivables / (Payables) with Iveco Group 4.9 Undrawn Committed credit lines 8.7 Total Available Liquidity DEBT MATURITY SCHEDULE | BREAKDOWN Note: Numbers may not add due to rounding


 
RECONCILIATIONS


 
Q3 2023 results review | 7-Nov-202328 Q3 2022 Q3 2023 9M 2022 9M 2023 Net Income 559 570 1,447 1,766 Less: Consolidated income tax expense (192) (171) (579) (536) Consolidated income before taxes 751 741 2,026 2,302 Less: Financial Services Financial Services Net Income 86 86 263 258 Financial Services Income Taxes 32 34 106 89 Add back of the following Industrial Activities items: Interest expense of Industrial Activities, net of Interest income and eliminations 27 10 97 36 Foreign exchange (gains) losses, net of Industrial Activities 14 21 14 27 Finance and non-service component of Pension and other post- employment benefit costs of Industrial Activities(1) (35) - (112) (2) Adjustments for the following Industrial Activities items: Restructuring expenses 11 5 19 8 Other discrete items(2) 20 - 78 10 Total Adjusted EBIT of Industrial Activities 670 657 1,753 2,034 RECONCILIATION OF NET INCOME TO ADJ. EBIT OF INDUSTRIAL ACTIVITIES (1) In the three and nine months ended Sept. 30, 2023 and 2022, this item includes the pre-tax gain of $6M and $18M as a result of the amortization over the 4 years of the $101M positive impact from the 2021 modifications of a healthcare plan in the U.S. In the three and nine months ended September 30, 2022, this item includes the pre-tax gain of $30M and $90M as a result of the 2018 modification of a healthcare plan in the U.S. (2) The three months ended September 30, 2023 did not include any discrete items, while the three months ended September 30, 2022 included $14M of costs related to the Raven segments held for sale and $7M of spin off costs related to the Iveco Group business. The nine months ended September 30, 2023 included a loss of $23M on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $13M for the fair value remeasurement of Augmenta and Bennamann. The nine months ended September 30, 2022 included $43M of asset write-downs related to the Industrial Activities of our Russian Operations, $22M of costs related to the Raven segments held for sale, and $13M of spin off costs related to the Iveco Group business. ($M)


 
Q3 2023 results review | 7-Nov-202329 Q3 2022 Q3 2023 9M 2022 9M 2023 Net cash provided by (used in) Operating Activities 272 232 (886) (608) Cash flows from Operating Activities of Financial Services net of eliminations 27 (141) 704 749 Change in derivatives hedging debt of Industrial Activities and other 46 (2) 17 2 Investments in assets sold under operating lease assets of Industrial Activities (8) (17) (14) (26) Investments in property, plant & equipment, and intangible assets of Ind. Act. (106) (176) (243) (397) Other changes(1) (29) (23) (31) (134) Free cash flow of Industrial Activities 202 (127) (453) (414) RECONCILIATION OF NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW OF IND. ACTIVITIES UNDER U.S. GAAP (1) This item primarily includes change in intersegment financial receivables and capital increases in intersegment investments. ($M)


 
Q3 2023 results review | 7-Nov-202330 Q3 2022 Q3 2023 9M 2022 9M 2023 Net income (loss) 559 570 1,447 1,766 Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a) (4) (1) 5 - Adjustments impacting Income tax (expense) benefit (b) 2 1 66 (10) Adjusted net income (loss) 557 570 1,518 1,756 Adjusted net income (loss) attributable to CNH Industrial N.V. 554 567 1,508 1,745 Weighted average shares outstanding – diluted (million) 1,355 1,351 1,359 1,355 Adjusted diluted EPS ($) 0.41 0.42 1.11 1.29 Income (loss) from continuing operations before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates 730 662 1,957 2,126 Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a) (4) (1) 5 - Adjusted income (loss) from continuing operations before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (A) 726 661 1,962 2,126 Income tax (expense) benefit (192) (171) (579) (536) Adjustments impacting Income tax (expense) benefit (b) 2 1 66 (10) Adjusted income tax (expense) benefit (B) (190) (170) (513) (546) Adjusted Effective Tax Rate (Adjusted ETR) (C=B/A) 26% 26% 26% 26% ($M) RECONCILIATION OF ADJ. NET INCOME AND ADJ. INCOME TAX (EXPENSE) BENEFIT TO NET INCOME (LOSS) AND INCOME TAX (EXPENSE) BENEFIT AND CALCULATION OF ADJ. DILUTED EPS AND ADJ. ETR UNDER U.S. GAAP (1/2)


 
Q3 2023 results review | 7-Nov-202331 Q3 2022 Q3 2023 9M 2022 9M 2023 (a) Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates Restructuring expenses 11 5 19 8 Pre-tax gain related to the 2018 modification of a healthcare plan in the U.S. (30) - (90) - Pre-tax gain related to the 2021 modification of a healthcare plan in the U.S. (6) (6) (18) (18) Asset write-down: Industrial Activities, Russia Operations (1) - 43 - Asset write-down: Financial Services, Russia Operations 1 - 16 - Loss on sale of Industrial Activities, Russia Operations - - - 17 Loss on sale of Financial Services, Russia Operations - - - 6 Spin related costs 7 - 13 - Investment fair value adjustment - - - (13) Activity of the Raven Segments held for sale, including loss on sale of the Aerostar and Engineered Films Division 14 - 22 - Total (4) (1) 5 - (b) Adjustments impacting Income tax (expense) benefit Tax effect of adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates 5 1 66 (10) Adjustment to valuation allowances on deferred tax assets (3) - - - Total 2 1 66 (10) RECONCILIATION OF ADJ. NET INCOME AND ADJ. INCOME TAX (EXPENSE) BENEFIT TO NET INCOME (LOSS) AND INCOME TAX (EXPENSE) BENEFIT AND CALCULATION OF ADJ. DILUTED EPS AND ADJ. ETR UNDER U.S. GAAP (2/2) ($M)


 
Q3 2023 results review | 7-Nov-202332 The composition of our regions part of the geographic information is as follows: ▪ North America: United States, Canada, and Mexico ▪ Europe, Middle East, and Africa (EMEA): member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine, Balkans, Russia, Turkey, Uzbekistan, Pakistan, the African continent, and the Middle East ▪ South America: Central and South America, and the Caribbean Islands ▪ Asia Pacific (APAC): Continental Asia (including the Indian subcontinent), Indonesia and Oceania Industry Data ▪ In this presentation, industry information is generally based on retail unit sales data in North America, on registrations of equipment in most of Europe, Brazil, and various Rest of the World 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 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 an independent service bureau. ▪ 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. ▪ 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. GEOGRAPHIC INFORMATION


 
Q3 2023 results review | 7-Nov-202333 CNH Industrial monitors its operations through the use of several non-GAAP financial measures. CNH Industrial’s management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers’ ability to assess CNH Industrial’s financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations. These non-GAAP financial measures have no standardized meaning under U.S. GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP. CNH Industrial’s non-GAAP financial measures used in this presentation are defined as follows: Adjusted EBIT of Industrial Activities is defined as net income (loss) before income taxes, Financial Services’ results, Industrial Activities’ interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items. In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of on-going operational activities. Adjusted EBIT Margin of Industrial Activities is computed by dividing Adjusted EBIT of Industrial Activities by Net Sales of Industrial Activities. Adjusted Net Income (Loss) is defined as net income (loss), less restructuring charges and non-recurring items, after tax. Adjusted Diluted EPS is computed by dividing Adjusted Net Income (loss) attributable to CNH Industrial N.V. by a weighted-average number of common shares outstanding during the period that takes into consideration potential common shares outstanding deriving from the CNH Industrial share-based payment awards, when inclusion is not anti- dilutive. When we provide guidance for adjusted diluted EPS, we do not provide guidance on an earnings per share basis because the GAAP measure will include potentially significant items that have not yet occurred and are difficult to predict with reasonable certainty prior to year-end. Adjusted Income Tax is defined as income taxes less the tax effect of restructuring expenses and non-recurring items, and non-recurring tax charges or benefits. Adjusted Effective Tax Rate (Adjusted ETR) is computed by dividing a) adjusted income taxes by b) income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates, less restructuring expenses and non-recurring items. Adjusted Gross Profit Margin of Industrial Activities is computed by dividing Net sales less Cost of goods sold, as adjusted by non-recurring items, by Net sales. Free Cash Flow of Industrial Activities (or Industrial Free Cash Flow) refers to Industrial Activities only, and is computed as consolidated cash flow from operating activities less: cash flow from operating activities of Financial Services; investments of Industrial Activities in assets sold under buy-back commitments, assets under operating leases, property, plant and equipment and intangible assets; change in derivatives hedging debt of Industrial Activities; as well as other changes and intersegment eliminations. For forecasted information, the Company is unable to provide a reconciliation of this measure without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results. Change excl. FX or Constant Currency CNH Industrial discusses the fluctuations in revenues on a constant currency basis by applying the prior year average exchange rates to current year’s revenues expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations. NON-GAAP FINANCIAL MEASURES


 
INVESTOR RELATIONS CONTACTS investor.relations@cnhind.com Jason Omerza +1 (630) 740 8079 | jason.omerza@cnhind.com Federico Pavesi +39 (345) 605 6218 | federico.pavesi@cnhind.com CNH Industrial | Investors


 
EX-99.3 4 ex993.htm EX-99.3 ex993
Exhibit 99.3 CNH Industrial N.V. Cranes Farm Road Basildon, Essex United Kingdom SS14 3AD CNH Industrial announces voluntary delisting from Euronext Milan and single listing on the New York Stock Exchange; CNH further announces up to $1 Billion Share Buyback Program Basildon, November 7, 2023 CNH Industrial N.V. (NYSE: CNHI / MI: CNHI) announces today that its Board of Directors has approved an application to delist its ordinary shares from Euronext Milan. Such application will be filed today. As announced on February 2, 2023, the decision to delist from Euronext Milan and concentrate its listing on NYSE was taken following a careful review of the relative trading volumes on the two exchanges. Since the spin-off in January 2022 of CNH’s On-Highway activities and the creation of Iveco Group, the majority of CNH stock trading has progressively shifted to the New York Stock Exchange (NYSE), revealing that the Company’s business profile and investor base fit better with a single US listing. Concentrating trading in one market should allow for increased liquidity and investor focus, while further simplifying the company profile and compliance requirements. The Company believes that the NYSE meets all requirements provided in the Milan Stock Exchange rules applicable to CNH, i.e., that NYSE’s characteristics are equivalent to European regulated markets and it has a sufficient level of liquidity, ensuring also adequate safeguards for investors. This press release includes a summary overview of such key safeguards for investors. Upon satisfaction of all conditions, Borsa Italiana will arrange for the delisting of CNH’s ordinary shares and will publish a notice indicating the date of effectiveness of the delisting. Delisting from Euronext Milan would take effect no earlier than 45 days after the publication by Borsa Italiana of its notice arranging for delisting. The Company is confident that single listing on the NYSE will be effective at the beginning of January 2024. Further information will be made available pursuant to the applicable regulation. Until the day of delisting, CNH’s common shares will continue to be listed also on Euronext Milan. CNH’s Board of Directors and its Management Team are grateful to Euronext Milan for having been the Company’s listing venue for more than 10 years and are excited about the Company’s continued presence on the NYSE. Additional practical information regarding the delisting will be published in the Investor Relations section of our website at www.cnhindustrial.com as soon as Borsa Italiana will announce its decision about the delisting application. CNH further announces today that the Board of Directors has approved a new share buyback program (the “Program”). Under the Program the Company will repurchase from time to time up to US$1 billion worth of its common shares between November 8, 2023, and March 1, 2024. Funded by the Company’s


 
liquidity, the Program is intended to optimize the capital structure of the Company and to assist with offsetting any potential volatility arising from the delisting of its shares on Euronext Milan. The Program will consist of two primary components: Component 1: • The first component will involve share repurchases of an amount equivalent to up to EUR 400 million worth of the Company’s common shares between November 8, 2023, and December 29, 2023 • The purchases will be carried out on Euronext Milan and on multilateral trading facilities (MTFs), in compliance with applicable rules and regulations, subject to 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 Euronext Milan plus 10% (maximum price) and to 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 Euronext Milan minus 10% (minimum price) • The actual timing, number and value of common shares repurchased under the Program will depend on various factors, including market conditions, general business conditions, and compliance with applicable legal requirements. The Program does not oblige the Company to repurchase any common shares, and, also on the basis of trading volumes and price volatility, it may be modified upwards, suspended, discontinued, at any time, for any reason and without previous notice, in accordance with applicable laws and regulations. • Subject to the above conditions, purchases will be carried out in compliance with the conditions and the restrictions under Article 3 (paragraphs 1, 2 and 3) and Article 4 (paragraph 1) of the Commission Delegated Regulation (EU) 2016/1052 and market practices • Details of the transactions carried out will be disclosed in accordance with the terms and conditions required by the applicable regulations Component 2: • The second component will involve share repurchases from time to time of up to the remaining authorized repurchase amount under the Program between November 8, 2023, and March 1, 2024 • The purchases will be executed on the NYSE. Pursuant to this component, CNH Industrial will provide purchase instructions from time to time in compliance with applicable rules, regulations and legal requirements. The


 
actual timing, number and value of common shares repurchased on the NYSE will depend on a number of factors, including market and general business conditions • Any repurchases executed under Component 1 could additionally be executed on the NYSE between November 8, 2023, and December 29, 2023 to further supplement repurchases executed on Euronext Milan under Component 1 The Program will be conducted within the framework of the authorization granted by the Shareholders’ Meeting held on April 13, 2023, whereby the Board is vested with the authority to purchase up to 10% of the Company’s issued common shares during the eighteen-month period following such Shareholders’ Meeting. As of today, the Company holds 36,197,502 common shares in treasury. Goldman Sachs & Co. LLC is acting as financial advisor to CNH. BNP Paribas is acting as co-advisor and buyback agent for CNH in Europe. Overview on safeguards for investors under the U.S. laws, regulations and standards General Overview on U.S. securities exchange system The U.S. securities exchange system is thoroughly regulated and supervised by independent government agencies. The main securities regulator in the United States is the Securities Exchange Commission (“SEC”), an independent US government agency that: (i) oversees the disclosure requirements applicable to public companies; (ii) oversees securities exchanges, securities brokers and dealers, investment advisers, and mutual funds; (iii) has enforcement authority for violation of the securities law. The SEC has rulemaking and enforcement authority, and administers the federal securities laws, including the following primary statutes: (i) Securities Act of 1933, as amended (the “Securities Act”); and (ii) Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following laws also affect capital markets: (i) Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), parts of which are incorporated into the Exchange Act; (ii) Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act); (iii) Jumpstart Our Business Startups Act (JOBS Act) of 2012; (iv) Investment Company Act of 1940, as amended. To trade on a US exchange, a security must generally be both registered with the SEC and accepted for listing on an exchange. The NYSE has qualitative requirements for its listed companies relating to, among other things, corporate governance, including maintenance of audit and compensation committees comprised of independent directors, and compliance with ongoing requirements, such as distributing annual and interim reports.


 
There are continuous obligations for public companies concerning, for instance, periodic reporting, beneficial ownership reporting and rules relating to the conduct of tender offers and other securities-related transactions. Creeping Acquisitions The U.S. tender offer and “going private” rules administered by the SEC provide protections to shareholders in the face of creeping acquisitions of shares by a third party, including any affiliate of the issuer (e.g. a shareholder holding a significant position in the issuer), and regulate any efforts by a third party or an affiliate to acquire or consolidate a controlling position in a company the shares of which are listed on a U.S. securities exchange. Any person or “group” that acquires beneficial ownership of 5% or more of a class equity securities must disclose that holding as well as provide detailed disclosure in relation to any plans or proposals that relate to or otherwise affect management or control of the listed company (as well as subsequent amendments in case of material changes in the information already communicated – including any further acquisitions of 1% of the shares of the listed company and change in the holder’s plans with respect to its relationship to or holdings in the listed company). Wherever certain factors occur (e.g., a person purchases a significant percentage of the issuer’s securities or is engaged in widespread solicitation of shareholders for the purchase of shares), tender offer rules (as adopted and administered by the SEC) apply. If so, significant process and disclosure protections also apply to the benefit of investors. Under these rules the listed company’s Board of Directors must express a position what it recommends shareholders to do in response to the offer. In this last regard, it is virtually unheard of that a Board of a listed company would recommend that shareholders tender their shares into an offer for less than 100% of the company’s outstanding shares and equally rare for a tender offer to succeed without ultimately being recommended by the company’s Board of Directors. Based on the above, as a practical matter, it would be very difficult for an investor (whether a third party or an affiliate) to acquire a controlling stake in a U.S. listed company or consolidate its controlling position within a reasonable period of time without triggering the SEC’s tender offer rules. Going Private Transactions Acquisitions of shares made by an “affiliate” that are intended or likely to result in the listed company “going private”, requirements under Rule 13e-3 would apply also requiring significant disclosures as to a bidder’s valuation of, and plans for, the listed company, as well as detailed disclosure by both bidder and the target company as to the purpose of the transaction and its fairness to the unaffiliated shareholders of the target company. Delisting from a U.S. securities exchange, such as NYSE, does not automatically deregister the shares under the U.S. securities laws nor does it terminate the company’s ongoing SEC reporting obligations or the application of the tender offer or “going private” rules that continue to apply. To deregister, the company must demonstrate that the primary trading market for the shares is on a securities market outside the U.S. (the primary trading market being a major international securities exchange outside the U.S., where the company’s shares are traded, with significant trading liquidity and volume) and that the trading volume in the U.S. is less than 5% of the global trading volume in the shares.


 
Delisting from a U.S. securities exchange without an alternative listing on a major international stock exchange is virtually unheard of and, should a Board of Directors seek a delisting in such a scenario, it would subject itself to significant litigation risk as well as scrutiny from U.S. securities authorities. It would therefore be extremely difficult for an issuer listed solely on a U.S. securities exchange to delist in an attempt to avoid the application of the requirements provided by SEC rules and governance principles. Change of Control Transactions CNHI is expected to satisfy U.S. governance standards were it to be listed solely on a U.S. stock exchange. Although certain specific U.S. governance requirements are not strictly applicable to Dutch incorporated entities such as CNHI, if CNHI were to be listed only on the NYSE and not on a European exchange, three factors would apply: (i) first, the New York Stock Exchange (“NYSE”) would limit the “home country” exemptions to the NYSE corporate governance rules for which CNHI would be eligible if its shares are listed on a European exchange; (ii) second, application and administration of SEC rules would no longer be mitigated by questions of deference to home country regulators and the SEC would fully apply domestic company rules and (iii) institutional investors and proxy advisory firms would expect and require the Company governance standards to be comparable to those applicable to U.S. domestic companies. This would particularly be true in the case of a proposed change in control transaction involving CNHI, in which case CNHI would be held to the U.S. disclosure, process and substantive standards. In this regard, it has been extremely rare for a listed company on a U.S. exchange with a significant (>30%) non-majority shareholder to be acquired by a third party. In each of these cases in which such a transaction has been completed, the acquisition was negotiated and approved by the Board of the listed company and the Board then recommended the transaction to the shareholders for their approval or acceptance. Therefore, the NYSE listing and SEC registration afford significant protections to public minority shareholders. The high levels of protection for minority shareholders, in change-in-control transactions for U.S. listed companies are evident in the relatively higher control premia paid in the U.S even though the U.S. system does not include the mandatory takeover offer rules applicable to CNHI as a consequence of its listing on Euronext Milan. Each of Euronext Amsterdam and Euronext Paris has determined that the NYSE is substantially equivalent to an EU regulated market for purposes of its listing rates. * * * The Company believes, also on the basis of the opinion of its legal counsels, that the rules and standards applicable to CNHI after the delisting provide significant protections to shareholders, particularly in the face of a potential creeping acquisition by a third party seeking to obtain control or by an affiliate (e.g., a significant shareholder) seeking to consolidate a controlling position and in the case of a proposed change in control transaction involving CNHI of the sort addressed by the mandatory takeover offer rules prevalent in Europe, and, therefore all the conditions required by the Rules of the Markets governing the delisting process are met.


 
Important information Please note that any information above is provided for informational purposes only and does not constitute financial, legal, tax or any other professional advice. You must seek independent advice in relation to any particular matters and consult with your bank, broker, accountant, legal, tax or other financial advisor. CNH Industrial (NYSE: CNHI / MI: CNHI) is a world-class equipment and services company. Driven by its purpose of Breaking New Ground, which centers on Innovation, Sustainability and Productivity, the Company provides the strategic direction, R&D capabilities, and investments that enable the success of its global and regional Brands. Globally, Case IH and New Holland Agriculture supply 360° agriculture applications from machines to implements and the digital technologies that enhance them; and CASE and New Holland Construction Equipment deliver a full lineup of construction products that make the industry more productive. The Company’s regionally focused Brands include: STEYR, for agricultural tractors; Raven, a leader in digital agriculture, precision technology and the development of autonomous systems; Hemisphere, a leading designer and manufacturer of high-precision satellite-based positioning and heading technologies; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment; Kongskilde, providing tillage, seeding and hay & forage implements; and Eurocomach, producing a wide range of mini and midi excavators for the construction sector, including electric solutions. Across a history spanning over two centuries, CNH Industrial has always been a pioneer in its sectors and continues to passionately innovate and drive customer efficiency and success. As a truly global company, CNH Industrial’s 40,000+ employees form part of a diverse and inclusive workplace, focused on empowering customers to grow, and build, a better world. For more information and the latest financial and sustainability reports visit: cnhindustrial.com For news from CNH Industrial and its Brands visit: media.cnhindustrial.com Forward-looking statements All statements other than statements of historical fact contained in this press release, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward looking statements also include statements regarding the future performance of CNH Industrial and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements. Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by the war in the Ukraine; the duration and economic, operational and financial impacts of the global COVID-19 pandemic; production and supply chain disruptions, including industry capacity constraints, material availability, and global


 
logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products; changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH Industrial and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics, terrorist attacks in Europe and elsewhere; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing. Forward-looking statements are based upon assumptions relating to the factors described in this press release, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward- looking statements as a result of a number of risks and uncertainties, many of which are outside CNH Industrial’s control. CNH Industrial expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Further information concerning CNH Industrial, 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. Contacts: Media Relations Email: mediarelations@cnhind.com Investor Relations Email: investor.relations@cnhind.com