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



FORM 10-Q


ý

 

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

For the quarterly period ended September 30, 2013

or

o

 

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

For the transition period from            to                           

Commission File Number: 333-182411

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

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

5729 Washington Avenue
Racine, Wisconsin

(Address of principal
executive offices)

 

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

 

53406
(Zip code)

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

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

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

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

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

        As of September 30, 2013, all of the limited liability company interests of the registrant were held by CNH America LLC, a wholly-owned subsidiary of CNH Industrial N.V.

        The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with certain reduced disclosures as permitted by those instructions.

   


Table of Contents


TABLE OF CONTENTS

 
   
  PAGE  

PART I. FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements

    1  

 

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)

    1  

 

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)

    2  

 

Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited)

    3  

 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)

    5  

 

Consolidated Statements of Changes in Stockholder's Equity for the Nine Months Ended September 30, 2013 and 2012 (Unaudited)

    6  

 

Condensed Notes to Consolidated Financial Statements (Unaudited)

    7  

Item 2.

 

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

    42  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

      *

Item 4.

 

Controls and Procedures

    51  

PART II. OTHER INFORMATION

 

Item 1.

 

Legal Proceedings

    52  

Item 1A.

 

Risk Factors

    52  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

      *

Item 3.

 

Defaults Upon Senior Securities

      *

Item 4.

 

Mine Safety Disclosures

    53  

Item 5.

 

Other Information

    53  

Item 6.

 

Exhibits

    53  

*
This item has been omitted pursuant to the reduced disclosure format as set forth in General Instruction (H)(2) of Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

        


CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(In thousands)

(Unaudited)

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2013   2012   2013   2012  

REVENUES

                         

Interest income on retail and other notes and finance leases

  $ 65,494   $ 61,716   $ 189,281   $ 178,572  

Interest and other income from affiliates

    102,153     97,921     300,386     290,971  

Rental income on operating leases

    34,843     33,674     102,015     99,666  

Servicing fee income

    141     207     413     801  

Other income

    15,556     17,541     44,089     50,877  
                   

Total revenues

    218,187     211,059     636,184     620,887  
                   

EXPENSES

                         

Interest expense:

                         

Interest expense to third parties

    58,525     52,102     170,543     163,293  

Interest expense to affiliates

    6,472     9,412     16,861     27,111  
                   

Total interest expense

    64,997     61,514     187,404     190,404  
                   

Administrative and operating expenses:

                         

Fees charged by affiliates

    14,082     14,912     44,490     47,195  

Provision (benefit) for credit losses, net

    1,891     12,080     (5,469 )   15,818  

Depreciation of equipment on operating leases          

    28,553     27,021     83,930     80,415  

Other expenses

    7,809     8,158     24,884     26,185  
                   

Total administrative and operating expenses          

    52,335     62,171     147,835     169,613  
                   

Total expenses

    117,332     123,685     335,239     360,017  
                   

INCOME BEFORE TAXES

    100,855     87,374     300,945     260,870  

Income tax provision

    35,527     30,423     102,745     91,784  
                   

NET INCOME

    65,328     56,951     198,200     169,086  

Net income attributed to noncontrolling interest

    (373 )   (474 )   (1,148 )   (1,226 )
                   

NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 64,955   $ 56,477   $ 197,052   $ 167,860  
                   

   

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(In thousands)

(Unaudited)

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2013   2012   2013   2012  

NET INCOME

  $ 65,328   $ 56,951   $ 198,200   $ 169,086  

Other comprehensive income (loss):

                         

Foreign currency translation adjustment

    11,959     25,696     (22,155 )   24,692  

Pension liability adjustment

    101     93     329     283  

Change in unrealized gains on retained interests          

    (276 )   (381 )   (1,566 )   (1,338 )

Change in derivative financial instruments

    535     1,140     3,074     3,272  
                   

Other comprehensive income (loss)

    12,319     26,548     (20,318 )   26,909  
                   

COMPREHENSIVE INCOME

    77,647     83,499     177,882     195,995  

Less: comprehensive income attributable to noncontrolling interest

    (373 )   (474 )   (1,148 )   (1,226 )
                   

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 77,274   $ 83,025   $ 176,734   $ 194,769  
                   

   

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

2


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CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2013 AND DECEMBER 31, 2012

(In thousands)

(Unaudited)

 
  September 30,
2013
  December 31,
2012
 

ASSETS

             

Cash and cash equivalents

 
$

231,367
 
$

785,913
 

Restricted cash

    599,854     727,186  

Receivables, less allowance for credit losses of $109,252 and $122,320, respectively

    12,654,129     10,732,276  

Retained interests in securitized receivables

    2,769     9,271  

Affiliated accounts and notes receivable

    13,971     95,379  

Equipment on operating leases, net

    885,538     754,371  

Equipment held for sale

    28,893     46,650  

Goodwill

    116,542     117,696  

Other intangible assets, net

    4,060     4,529  

Other assets

    67,301     73,258  
           

TOTAL

  $ 14,604,424   $ 13,346,529  
           

LIABILITIES AND STOCKHOLDER'S EQUITY

             

Liabilities:

             

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

  $ 4,173,609   $ 4,230,237  

Accounts payable and other accrued liabilities

    501,575     447,298  

Affiliated debt

    772,689     864,032  

Long-term debt

    7,694,301     6,321,551  
           

Total liabilities

    13,142,174     11,863,118  
           

Commitments and contingent liabilities (Note 10)

             

Stockholder's equity:

             

Member's capital

         

Paid-in capital

    841,897     840,940  

Accumulated other comprehensive income

    26,330     46,648  

Retained earnings

    535,907     538,855  
           

Total CNH Capital LLC stockholder's equity

    1,404,134     1,426,443  

Noncontrolling interest

    58,116     56,968  
           

Total stockholder's equity

    1,462,250     1,483,411  
           

TOTAL

  $ 14,604,424   $ 13,346,529  
           

   

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2013 AND DECEMBER 31, 2012

(In thousands)

(Unaudited)

        The following table presents certain assets and liabilities of consolidated variable interest entities ("VIEs"), which are included in the consolidated balance sheets above. The assets in the table include only those assets that can be used to settle obligations of consolidated VIEs. The liabilities in the table include third-party liabilities of the consolidated VIEs, for which creditors do not have recourse to the general credit of CNH Capital LLC.

 
  September 30,
2013
  December 31,
2012
 

Restricted cash

  $ 599,754   $ 727,086  

Receivables, less allowance for credit losses of $73,867 and $73,891, respectively

    9,401,559     8,287,642  

Equipment on operating leases, net

    123,360     125,003  
           

TOTAL

  $ 10,124,673   $ 9,139,731  
           

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

 
$

4,080,750
 
$

4,081,062
 

Long-term debt

    5,599,819     4,729,901  
           

TOTAL

  $ 9,680,569   $ 8,810,963  
           

   

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(In thousands)

(Unaudited)

 
  2013   2012  

CASH FLOWS FROM OPERATING ACTIVITIES

             

Net income

  $ 198,200   $ 169,086  

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

             

Depreciation on property and equipment and equipment on operating leases          

    83,955     80,462  

Amortization of intangibles

    717     763  

(Benefit) provision for credit losses, net

    (5,469 )   15,818  

Deferred income tax expense

    2,415     21,729  

Stock compensation expense

    957      

Changes in components of working capital:

             

Decrease in affiliated accounts and notes receivables

    81,398     178,433  

Decrease in other assets and equipment held for sale

    25,603     92,094  

Increase (decrease) in accounts payable and other accrued liabilities

    55,683     (47,859 )
           

Net cash from operating activities

    443,459     510,526  
           

CASH FLOWS FROM INVESTING ACTIVITIES

             

Cost of receivables acquired

    (14,698,562 )   (13,864,075 )

Collections of receivables

    12,708,024     12,237,921  

Decrease in restricted cash

    122,905     97,290  

Purchase of equipment on operating leases

    (390,759 )   (308,195 )

Proceeds from disposal of equipment on operating leases

    168,359     144,988  

Capital expenditures for property and equipment and software

    (277 )   (151 )
           

Net cash used in investing activities

    (2,090,310 )   (1,692,222 )
           

CASH FLOWS FROM FINANCING ACTIVITIES

             

Proceeds from issuance of affiliated debt

    1,273,602     1,527,174  

Payment of affiliated debt

    (1,361,763 )   (1,202,403 )

Proceeds from issuance of long-term debt

    4,107,526     3,286,301  

Payment of long-term debt

    (2,616,635 )   (3,215,636 )

(Decrease) increase in revolving credit facilities, net

    (110,425 )   485,089  

Dividends paid to CNH America LLC

    (200,000 )    
           

Net cash from financing activities

    1,092,305     880,525  
           

DECREASE IN CASH AND CASH EQUIVALENTS

    (554,546 )   (301,171 )

CASH AND CASH EQUIVALENTS:

             

Beginning of period

    785,913     594,093  
           

End of period

  $ 231,367   $ 292,922  
           

CASH PAID DURING THE PERIOD FOR INTEREST

  $ 163,048   $ 186,086  
           

CASH PAID DURING THE PERIOD FOR TAXES

  $ 98,015   $ 74,861  
           

   

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(In thousands)

(Unaudited)

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

BALANCE—January 1, 2012

  $   $ 836,721   $ 28,716   $ 326,919   $ 54,889   $ 1,247,245  

Net income

   
   
   
   
167,860
   
1,226
   
169,086
 

Preferred stock issuance

                    434     434  

Foreign currency translation adjustment

            24,692             24,692  

Stock compensation

        3,033                 3,033  

Pension liability adjustment, net of tax

            283             283  

Change in unrealized gain on retained interests, net of tax

            (1,338 )           (1,338 )

Change in derivative financial instruments, net of tax

            3,272             3,272  
                           

BALANCE—September 30, 2012

  $   $ 839,754   $ 55,625   $ 494,779   $ 56,549   $ 1,446,707  
                           

BALANCE—January 1, 2013

  $   $ 840,940   $ 46,648   $ 538,855   $ 56,968   $ 1,483,411  

Net income

                197,052     1,148     198,200  

Dividend paid to CNH America LLC

                (200,000 )       (200,000 )

Foreign currency translation adjustment

            (22,155 )           (22,155 )

Stock compensation

        957                 957  

Pension liability adjustment, net of tax

            329             329  

Change in unrealized gain on retained interests, net of tax

            (1,566 )           (1,566 )

Change in derivative financial instruments, net of tax

            3,074             3,074  
                           

BALANCE—September 30, 2013

  $   $ 841,897   $ 26,330   $ 535,907   $ 58,116   $ 1,462,250  
                           

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

        CNH Capital LLC and its wholly-owned operating subsidiaries, including New Holland Credit Company, LLC ("New Holland Credit") and CNH Capital America LLC ("CNH Capital America"), and its majority-owned operating subsidiary CNH Capital Canada Ltd. ("CNH Capital Canada" and, CNH Capital LLC and its subsidiaries collectively, "CNH Capital" or the "Company"), are each a wholly-owned subsidiary of CNH America LLC ("CNH America"), which is an indirect wholly-owned subsidiary of CNH Industrial N.V. ("CNHI" and, together with its consolidated subsidiaries, "CNH Industrial"). CNH America and CNH Canada Ltd. (collectively, "CNH North America") design, manufacture, and sell agricultural and construction equipment. CNH Capital provides financial services for CNH North America customers primarily located in the United States and Canada.

        On September 29, 2013, Fiat Industrial S.p.A. and CNH Global N.V., the former indirect parents of CNH Capital, completed a merger to combine their businesses, with CNHI as the surviving entity. As a result of the merger, CNH Capital LLC and its primary operating subsidiaries, including CNH Capital America, New Holland Credit and CNH Capital Canada, have become indirect wholly-owned subsidiaries of CNHI (with all of the equity interests in CNH Capital LLC owned by CNHI through intermediate companies, through which CNHI exercises indirect control over CNH Capital LLC). CNHI is incorporated in and under the laws of The Netherlands. The common shares of CNHI are listed on the New York Stock Exchange under the symbol "CNHI," as well as on the Mercato Telematico Azionario managed by Borsa Italiana S.p.A.

        The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information, which should be read in conjunction with the audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2012. Certain financial information that is normally included in annual financial statements prepared in conformity with U.S. GAAP, but is not required for interim reporting purposes, has been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company's interim unaudited financial statements have been reflected.

        The consolidated financial statements include the Company and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company's subsidiaries in which the Company has a controlling financial interest and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of a subsidiary, or based on the Company's determination that it is the primary beneficiary of a VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs. The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.

        The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 1: BASIS OF PRESENTATION (Continued)

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

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

        In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02 ("ASU 2013-02"), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("AOCI"). Some of the key amendments require the Company to present, either on the face of the statement of operations or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, the Company is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for the Company's annual and interim periods beginning January 1, 2013. See Note 3 for additional information.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the three months ended September 30, 2013:

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

Beginning balance, gross

  $ 24,806   $ (8,475 ) $ 941   $ (9,373 ) $ 7,899  

Tax asset (liability)

        3,155     (355 )   3,312     6,112  
                       

Beginning balance, net of tax

    24,806     (5,320 )   586     (6,061 )   14,011  

Other comprehensive income before reclassifications

    11,959         28     (597 )   11,390  

Amounts reclassified from accumulated other comprehensive income

        162     (471 )   1,514     1,205  

Tax effects

        (61 )   167     (382 )   (276 )
                       

Net current-period other comprehensive income

    11,959     101     (276 )   535     12,319  
                       

BALANCE—September 30, 2013

  $ 36,765   $ (5,219 ) $ 310   $ (5,526 ) $ 26,330  
                       

        The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the nine months ended September 30, 2013:

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

Beginning balance, gross

  $ 58,920   $ (8,834 ) $ 3,012   $ (13,219 ) $ 39,879  

Tax asset (liability)

        3,286     (1,136 )   4,619     6,769  
                       

Beginning balance, net of tax

    58,920     (5,548 )   1,876     (8,600 )   46,648  

Other comprehensive income before reclassifications

    (22,155 )       (368 )   (31 )   (22,554 )

Amounts reclassified from accumulated other comprehensive income

        521     (2,146 )   4,793     3,168  

Tax effects

        (192 )   948     (1,688 )   (932 )
                       

Net current-period other comprehensive income

    (22,155 )   329     (1,566 )   3,074     (20,318 )
                       

BALANCE—September 30, 2013

  $ 36,765   $ (5,219 ) $ 310   $ (5,526 ) $ 26,330  
                       

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

        The reclassifications out of AOCI and the location on the consolidated statements of income for the three and nine months ended September 30, 2013 are as follows:

 
  Amounts Reclassified from AOCI    
Details about AOCI Components
  Three Months Ended
September 30, 2013
  Nine Months Ended
September 30, 2013
  Affected Line Item

Amortization of defined benefit pension items:

               

Insignificant items

  $ (162 ) $ (521 )  
             

    (162 )   (521 ) Income before taxes

    61     192   Income tax benefit
             

  $ (101 ) $ (329 ) Net of tax
             

Unrealized gains on retained interests:

               

  $ 471   $ 2,146   Other income
             

    471     2,146   Income before taxes

    (177 )   (809 ) Income tax provision
             

  $ 294   $ 1,337   Net of tax
             

Unrealized losses on derivatives:

               

  $ (1,514 ) $ (4,793 ) Interest expense to third parties
             

    (1,514 )   (4,793 ) Income before taxes

    538     1,696   Income tax benefit
             

  $ (976 ) $ (3,097 ) Net of tax
             

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES

        A summary of receivables included in the consolidated balance sheets as of September 30, 2013 and December 31, 2012 is as follows:

 
  September 30,
2013
  December 31,
2012
 

Retail note receivables

  $ 829,816   $ 903,644  

Wholesale receivables

    511,233     88,763  

Finance lease receivables

    57,524     62,615  

Restricted receivables

    11,077,753     9,573,535  

Commercial revolving accounts receivables

    287,055     226,039  
           

Gross receivables

    12,763,381     10,854,596  

Less: allowance for credit losses

    (109,252 )   (122,320 )
           

Total receivables, net

  $ 12,654,129   $ 10,732,276  
           

Restricted Receivables and Securitization

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

        SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. For bankruptcy analysis purposes, the Company has sold the receivables to the SPEs in a true sale and the SPEs are separate legal entities. Upon transfer of the receivables to the SPEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the SPEs' creditors. The SPEs have ownership of cash balances that also have restrictions for the benefit of the SPEs' investors. The Company's interests in the SPEs' receivables are subordinate to the interests of third-party investors. None of the receivables that are directly or indirectly sold or transferred in any of these transactions are available to pay the Company's creditors until all obligations of the SPE have been fulfilled or the receivables are removed from the SPE.

        The secured borrowings related to the restricted receivables are obligations that are payable as the receivables are collected.

        The following table summarizes the restricted and off-book receivables and the related retained interests as of September 30, 2013 and December 31, 2012:

 
  Restricted Receivables   Off-Book Receivables   Retained Interests  
 
  September 30,
2013
  December 31,
2012
  September 30,
2013
  December 31,
2012
  September 30,
2013
  December 31,
2012
 

Retail note receivables

  $ 7,259,999   $ 6,376,211   $ 18,474   $ 47,367   $ 2,769   $ 9,271  

Wholesale receivables

    3,807,735     3,176,410                  

Finance lease receivables

    10,019     20,914                  
                           

Total

  $ 11,077,753   $ 9,573,535   $ 18,474   $ 47,367   $ 2,769   $ 9,271  
                           

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Within the U.S. retail receivables securitization programs, qualifying retail receivables are sold to limited purpose, bankruptcy-remote SPEs. In turn, these SPEs establish separate trusts to which the receivables are transferred in exchange for proceeds from asset-backed securities issued by the trusts. In Canada, the receivables are transferred directly to the trusts. These trusts were determined to be VIEs. In its role as servicer, CNH Capital has the power to direct the trusts' activities. Through its retained interests, the Company has an obligation to absorb certain losses, or the right to receive certain benefits, that could potentially be significant to the trusts. Consequently, the Company has consolidated these retail trusts.

        The receivables related to three private retail transactions totaling $18,474 and $47,367 were not included in the Company's consolidated balance sheets as of September 30, 2013 and December 31, 2012, respectively.

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

Allowance for Credit Losses

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

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

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

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

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

        Allowance for credit losses activity for the three months ended September 30, 2013 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

93,702
 
$

7,661
 
$

8,056
 
$

109,419
 

Charge-offs

    (2,567 )       (1,478 )   (4,045 )

Recoveries

    1,100     332     754     2,186  

(Benefit) provision

    (530 )   1,177     1,244     1,891  

Foreign currency translation and other

    (238 )   26     13     (199 )
                   

Ending balance

  $ 91,467   $ 9,196   $ 8,589   $ 109,252  
                   

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Allowance for credit losses activity for the nine months ended September 30, 2013 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

102,560
 
$

11,887
 
$

7,873
 
$

122,320
 

Charge-offs

    (7,819 )   (127 )   (4,407 )   (12,353 )

Recoveries

    2,882     573     2,349     5,804  

(Benefit) provision

    (5,166 )   (3,102 )   2,799     (5,469 )

Foreign currency translation and other

    (990 )   (35 )   (25 )   (1,050 )
                   

Ending balance

  $ 91,467   $ 9,196   $ 8,589   $ 109,252  
                   

Ending balance: individually evaluated for impairment

  $ 19,213   $ 5,939   $   $ 25,152  
                   

Ending balance: collectively evaluated for impairment

  $ 72,254   $ 3,257   $ 8,589   $ 84,100  
                   

Receivables:

                         

Ending balance

 
$

8,157,358
 
$

4,318,968
 
$

287,055
 
$

12,763,381
 
                   

Ending balance: individually evaluated for impairment

  $ 42,064   $ 30,274   $   $ 72,338  
                   

Ending balance: collectively evaluated for impairment

  $ 8,115,294   $ 4,288,694   $ 287,055   $ 12,691,043  
                   

        Allowance for credit losses activity for the three months ended September 30, 2012 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

67,463
 
$

11,444
 
$

10,179
 
$

89,086
 

Charge-offs

    (3,067 )   (98 )   (1,852 )   (5,017 )

Recoveries

    1,063     64     894     2,021  

Provision

    6,765     3,596     1,719     12,080  

Foreign currency translation and other

    68     69     44     181  
                   

Ending balance

  $ 72,292   $ 15,075   $ 10,984   $ 98,351  
                   

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Allowance for credit losses activity for the nine months ended September 30, 2012 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

83,233
 
$

12,163
 
$

11,277
 
$

106,673
 

Charge-offs

    (24,456 )   (136 )   (6,220 )   (30,812 )

Recoveries

    3,942     166     2,396     6,504  

Provision

    9,524     2,808     3,486     15,818  

Foreign currency translation and other

    49     74     45     168  
                   

Ending balance

  $ 72,292   $ 15,075   $ 10,984   $ 98,351  
                   

Ending balance: individually evaluated for impairment

  $ 27,878   $ 11,259   $   $ 39,137  
                   

Ending balance: collectively evaluated for impairment

  $ 44,414   $ 3,816   $ 10,984   $ 59,214  
                   

Receivables:

                         

Ending balance

 
$

6,963,049
 
$

3,907,828
 
$

314,260
 
$

11,185,137
 
                   

Ending balance: individually evaluated for impairment

  $ 51,482   $ 81,935   $   $ 133,417  
                   

Ending balance: collectively evaluated for impairment

  $ 6,911,567   $ 3,825,893   $ 314,260   $ 11,051,720  
                   

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        Allowance for credit losses activity for the year ended December 31, 2012 is as follows:

 
  Retail   Wholesale   Other   Total  

Allowance for credit losses:

                         

Beginning balance

 
$

83,233
 
$

12,163
 
$

11,277
 
$

106,673
 

Charge-offs

    (28,238 )   (1,857 )   (7,906 )   (38,001 )

Recoveries

    5,206     312     3,276     8,794  

Provision

    42,135     1,245     1,198     44,578  

Foreign currency translation and other

    224     24     28     276  
                   

Ending balance

  $ 102,560   $ 11,887   $ 7,873   $ 122,320  
                   

Ending balance: individually evaluated for impairment

  $ 28,266   $ 9,512   $   $ 37,778  
                   

Ending balance: collectively evaluated for impairment

  $ 74,294   $ 2,375   $ 7,873   $ 84,542  
                   

Receivables:

                         

Ending balance

 
$

7,363,384
 
$

3,265,173
 
$

226,039
 
$

10,854,596
 
                   

Ending balance: individually evaluated for impairment

  $ 48,195   $ 61,752   $   $ 109,947  
                   

Ending balance: collectively evaluated for impairment

  $ 7,315,189   $ 3,203,421   $ 226,039   $ 10,744,649  
                   

        Utilizing an internal credit scoring model, which considers customers' attributes, prior credit history and each retail transaction's attributes, the Company assigns a credit quality rating to each retail customer, by specific transaction, as part of the retail underwriting process. This rating is used in setting the terms on the transaction, including the interest rate. The credit quality rating is not updated after the transaction is finalized. A description of the general characteristics of the customers' risk grades is as follows:

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

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

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        A breakdown of the retail portfolio by the customer's risk grade at the time of origination as of September 30, 2013 and December 31, 2012 is as follows:

 
  September 30,
2013
  December 31,
2012
 

Titanium

  $ 4,543,522   $ 4,038,596  

Platinum

    2,172,276     1,994,248  

Gold

    1,222,373     1,124,612  

Silver

    194,737     185,712  

Bronze

    24,450     20,216  
           

Total

  $ 8,157,358   $ 7,363,384  
           

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

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

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

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

        A breakdown of the wholesale portfolio by its credit quality indicators as of September 30, 2013 and December 31, 2012 is as follows:

 
  September 30,
2013
  December 31,
2012
 

A

  $ 2,493,088   $ 1,873,495  

B

    1,406,960     967,849  

C

    243,178     245,652  

D

    175,742     178,177  
           

Total

  $ 4,318,968   $ 3,265,173  
           

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        The aging of receivables as of September 30, 2013 and December 31, 2012 is as follows:

 
  September 30, 2013  
 
  31 - 60
Days
Past Due
  61 - 90
Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Receivables
  Recorded
Investment
> 90 Days
and
Accruing
 

Retail

                                           

United States

  $ 18,337   $ 4,393   $ 15,789   $ 38,519   $ 6,712,737   $ 6,751,256   $ 3,808  

Canada

  $ 3,944   $ 483   $ 238   $ 4,665   $ 1,401,437   $ 1,406,102   $ 215  

Wholesale

                                           

United States

  $ 1,012   $ 1   $ 487   $ 1,500   $ 3,495,050   $ 3,496,550   $ 161  

Canada

  $ 139   $ 9   $ 163   $ 311   $ 822,107   $ 822,418   $ 36  

Total

                                           

Retail

  $ 22,281   $ 4,876   $ 16,027   $ 43,184   $ 8,114,174   $ 8,157,358   $ 4,023  

Wholesale

  $ 1,151   $ 10   $ 650   $ 1,811   $ 4,317,157   $ 4,318,968   $ 197  

 

 
  December 31, 2012  
 
  31 - 60
Days
Past Due
  61 - 90
Days
Past Due
  Greater
Than
90 Days
  Total
Past Due
  Current   Total
Receivables
  Recorded
Investment
> 90 Days
and
Accruing
 

Retail

                                           

United States

  $ 18,676   $ 4,972   $ 21,736   $ 45,384   $ 6,047,807   $ 6,093,191   $ 2,994  

Canada

  $ 1,941   $ 326   $ 387   $ 2,654   $ 1,267,539   $ 1,270,193   $ 265  

Wholesale

                                           

United States

  $ 514   $ 28   $ 580   $ 1,122   $ 2,512,270   $ 2,513,392   $ 130  

Canada

  $ 284   $ 11   $ 783   $ 1,078   $ 750,703   $ 751,781   $ 313  

Total

                                           

Retail

  $ 20,617   $ 5,298   $ 22,123   $ 48,038   $ 7,315,346   $ 7,363,384   $ 3,259  

Wholesale

  $ 798   $ 39   $ 1,363   $ 2,200   $ 3,262,973   $ 3,265,173   $ 443  

        Impaired receivables are receivables for which the Company has determined it will not collect all the principal and interest payments as per the terms of the contract. As of September 30, 2013 and

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

December 31, 2012, the Company's recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:

 
  September 30, 2013   December 31, 2012  
 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
 

With no related allowance recorded

                                     

Retail

                                     

United States

  $ 8,006   $ 7,915   $   $ 5,614   $ 5,597   $  

Canada

  $ 2,065   $ 2,067   $   $   $   $  

Wholesale

                                     

United States

  $   $   $   $   $   $  

Canada

  $   $   $   $   $   $  

With an allowance recorded

                                     

Retail

                                     

United States

  $ 31,411   $ 30,050   $ 19,030   $ 42,581   $ 37,475   $ 28,266  

Canada

  $ 582   $ 576   $ 183   $   $   $  

Wholesale

                                     

United States

  $ 27,082   $ 25,852   $ 5,527   $ 58,826   $ 58,329   $ 9,000  

Canada

  $ 3,192   $ 3,177   $ 412   $ 2,926   $ 2,846   $ 512  

Total

                                     

Retail

  $ 42,064   $ 40,608   $ 19,213   $ 48,195   $ 43,072   $ 28,266  

Wholesale

  $ 30,274   $ 29,029   $ 5,939   $ 61,752   $ 61,175   $ 9,512  

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        For the three months ended September 30, 2013 and 2012, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a four-month average) and the related interest income recognized are as follows:

 
  2013   2012  
 
  Average
Recorded
Investment
  Interest
Income
Recognized
  Average
Recorded
Investment
  Interest
Income
Recognized
 

With no related allowance recorded

                         

Retail

                         

United States

  $ 8,030   $ 92   $ 4,585   $ 147  

Canada

  $ 1,556   $ 58   $   $  

Wholesale

                         

United States

  $   $   $   $  

Canada

  $   $   $   $  

With an allowance recorded

                         

Retail

                         

United States

  $ 31,843   $ 163   $ 49,005   $ 485  

Canada

  $ 590   $   $   $  

Wholesale

                         

United States

  $ 28,468   $ 102   $ 73,473   $ 528  

Canada

  $ 3,267   $ 32   $ 5,655   $ 23  

Total

                         

Retail

  $ 42,019   $ 313   $ 53,590   $ 632  

Wholesale

  $ 31,735   $ 134   $ 79,128   $ 551  

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

        For the nine months ended September 30, 2013 and 2012, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a ten-month average) and the related interest income recognized are as follows:

 
  2013   2012  
 
  Average
Recorded
Investment
  Interest
Income
Recognized
  Average
Recorded
Investment
  Interest
Income
Recognized
 

With no related allowance recorded

                         

Retail

                         

United States

  $ 7,609   $ 224   $ 4,433   $ 411  

Canada

  $ 1,507   $ 100   $   $  

Wholesale

                         

United States

  $   $   $   $  

Canada

  $   $   $   $  

With an allowance recorded

                         

Retail

                         

United States

  $ 32,193   $ 871   $ 49,558   $ 1,464  

Canada

  $ 482   $ 5   $   $  

Wholesale

                         

United States

  $ 30,228   $ 656   $ 66,461   $ 1,381  

Canada

  $ 3,686   $ 92   $ 6,257   $ 188  

Total

                         

Retail

  $ 41,791   $ 1,200   $ 53,991   $ 1,875  

Wholesale

  $ 33,914   $ 748   $ 72,718   $ 1,569  

        Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 120 days delinquent, whichever occurs first. Interest accrual is resumed if the receivable becomes contractually current and management determines that collection is probable. Previously suspended income is recognized at that time. The receivables on nonaccrual status as of September 30, 2013 and December 31, 2012 are as follows:

 
  September 30, 2013   December 31, 2012  
 
  Retail   Wholesale   Total   Retail   Wholesale   Total  

United States

  $ 31,083   $ 25,852   $ 56,935   $ 29,130   $ 58,329   $ 87,459  

Canada

  $ 606   $ 3,177   $ 3,783   $ 122   $ 2,846   $ 2,968  

Troubled Debt Restructurings

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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 4: RECEIVABLES (Continued)

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

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

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

        As of September 30, 2013, the Company had approximately 800 retail and finance lease receivable contracts in legal or bankruptcy status (i.e., a contract which is, or has been assigned to be, the subject of a lawsuit or bankruptcy proceeding), of which the pre-modification value was $21,277 and the post-modification value was $18,839. A court has determined the concession in 540 of these cases. The pre-modification value of these contracts was $9,190 and the post-modification value was $7,579. As of September 30, 2012, the Company had approximately 1,100 retail and finance lease receivable contracts in legal or bankruptcy status, of which the pre-modification value was $37,360 and the post-modification value was $34,833. A court has determined the concession in 632 of these cases. The pre-modification value of these contracts was $11,568 and the post-modification value was $9,853. As the outcome of the bankruptcy cases is determined by a court based on available assets, subsequent re-defaults are unusual and were not material for retail and finance lease receivable contracts that were modified in a TDR during the 12 months ended September 30, 2013 and 2012.

        As of September 30, 2013, the Company had three wholesale agreements with an aggregate pre- and post-modification balance of approximately $1,026 and $775, respectively. As of September 30, 2012, the Company had five wholesale agreements with an aggregate pre- and post-modification balance of approximately $21,623 and $20,274, respectively. The wholesale TDRs that subsequently re-defaulted were immaterial for the 12 months ended September 30, 2013 and 2012.

NOTE 5: DEBT

        On July 15, 2013, the Company renewed a U.S. wholesale committed asset-backed facility with a maturity date of July 14, 2014. The renewal reduced the facility from $250,000 to $200,000.

        On August 15, 2013, the Company, through a U.S. wholesale trust, issued $367,300 of asset-backed notes with a scheduled final bullet payment date of August 15, 2016 secured by a revolving pool of U.S. dealer wholesale receivables.

        On August 29, 2013, the Company, through a bankruptcy-remote trust, issued $755,500 of amortizing, asset-backed notes secured by U.S. retail loan contracts.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 6: INCOME TAXES

        The effective tax rates for the three months ended September 30, 2013 and 2012 were 35.2% and 34.8%, respectively. The effective tax rate was 34.1% for the nine-month period ended September 30, 2013, compared to 35.2% for the same period in 2012. The lower rate for the nine months ended September 30, 2013 was primarily due to the retroactive reinstatement of the exception to U.S. taxation of active financing income as a result of the American Taxpayer Relief Act of 2012 for approximately $2,671 and changes in the geographic mix of income earned within the U.S. and Canada.

        The Company's provision for income taxes is based on an estimated tax rate for the year applied to year-to-date federal, state and foreign income. The 2013 estimated annual tax rate is expected to be lower than the U.S. federal corporate income tax rate of 35% primarily due to profits in tax jurisdictions with lower rates, in addition to favorable changes in certain state income tax legislation. The President of the United States signed the American Taxpayer Relief Act of 2012 on January 2, 2013. As a result, the tax impact of this legislation was taken into account in the quarter in which the legislation was enacted by Congress and signed into law by the President. The Company reflected the tax benefit of this legislation in its financial statements for the first quarter of 2013 by reducing the U.S. tax on active financing income by approximately $2,671.

NOTE 7: FINANCIAL INSTRUMENTS

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

Fair-Value Hierarchy

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

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

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

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

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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

Determination of Fair Value

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

        If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters such as interest rates, currency rates, or yield curves. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

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

Derivatives

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

Interest Rate Derivatives

        The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated in cash flow hedging relationships are being used by the Company to mitigate the risk of rising interest rates related to debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments, to the extent that the hedge relationship has been effective, are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which the Company recognizes interest expense on the related debt. Ineffectiveness recognized related to these hedging relationships was not significant for the three and nine months ended September 30, 2013 and 2012. These amounts are recorded in "Other expenses" in the consolidated statements of income. The maximum length of time over which the Company is hedging its interest rate exposure through the use of derivative instruments designated in cash flow hedge relationships is 46 months. The after-tax losses deferred in accumulated other comprehensive income that will be recognized in interest expense over the next 12 months are approximately $3,049.

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

        The Company also enters into interest rate derivatives with substantially similar economic terms that are not designated as hedging instruments to mitigate interest rate risk related to the Company's committed asset-backed facilities. These facilities require the Company to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, the Company enters into an offsetting position. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the three and nine months ended September 30, 2013 and 2012.

        Most of the Company's interest rate derivatives are considered Level 2. The fair market value of these derivatives is calculated using market data input for forecasted benchmark interest rates and can be compared to actively traded derivatives. When the future notional amount of the Company's interest rate derivatives is not known in advance, these derivatives are considered Level 3 derivatives. The fair market value of these derivatives is calculated using market data input and a forecasted future notional balance. The total notional amount of the Company's interest rate derivatives was approximately $3,062,358 and $1,926,633 at September 30, 2013 and December 31, 2012, respectively. The ten-month average notional amounts as of September 30, 2013 and 2012 were $2,738,537 and $3,195,415, respectively.

Foreign Exchange Contracts

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

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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

Financial Statement Impact of the Company's Derivatives

        The fair values of the Company's derivatives as of September 30, 2013 and December 31, 2012 in the consolidated balance sheets are recorded as follows:

 
  September 30,
2013
  December 31,
2012
 

Derivatives Designated as Hedging Instruments:

             

Other assets:

             

Interest rate derivatives

  $ 468   $  
           

Accounts payable and other accrued liabilities:

             

Interest rate derivatives

  $ 249   $  
           

Derivatives Not Designated as Hedging Instruments:

             

Other assets:

             

Interest rate derivatives

  $ 8,439   $ 2,788  

Foreign exchange contracts

    7     15  
           

Total

  $ 8,446   $ 2,803  
           

Accounts payable and other accrued liabilities:

             

Interest rate derivatives

  $ 8,439   $ 2,744  

Foreign exchange contracts

    23     20  
           

Total

  $ 8,462   $ 2,764  
           

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

        Pre-tax gains (losses) on the consolidated statements of income related to the Company's derivatives for the three and nine months ended September 30, 2013 and 2012 are recorded in the following accounts:

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2013   2012   2013   2012  

Cash Flow Hedges

                         

Losses recognized in accumulated other comprehensive income (effective portion)

                         

Interest rate derivatives

  $ (598 ) $ 39   $ (32 ) $ (326 )

Reclassified from accumulated other comprehensive income (effective portion)

                         

Interest rate derivatives—Interest expense to third parties

    (1,514 )   (1,648 )   (4,793 )   (5,367 )

Recognized directly in income (ineffective portion)

                         

Interest rate derivatives—Other expenses

        (2 )       20  

Not Designated as Hedges

                         

Interest rate derivatives—Other expenses

  $ (32 ) $   $ 54   $ (48 )

Foreign exchange contracts—Other expenses

  $ 16   $ 32   $ 32   $ 32  

Items Measured at Fair Value on a Recurring Basis

        The following tables present for each of the fair-value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012:

 
  Level 2   Level 3   Total  
 
  September 30,
2013
  December 31,
2012
  September 30,
2013
  December 31,
2012
  September 30,
2013
  December 31,
2012
 

Assets

                                     

Interest rate derivatives

  $ 8,907   $ 2,788   $   $   $ 8,907   $ 2,788  

Foreign exchange contracts

    7     15             7     15  

Retained interests

            2,769     9,271     2,769     9,271  
                           

Total assets

  $ 8,914   $ 2,803   $ 2,769   $ 9,271   $ 11,683   $ 12,074  
                           

Liabilities

                                     

Interest rate derivatives

  $ 8,688   $ 2,744   $   $   $ 8,688   $ 2,744  

Foreign exchange contracts

    23     20             23     20  
                           

Total liabilities

  $ 8,711   $ 2,764   $   $   $ 8,711   $ 2,764  
                           

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

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

        The following table presents the changes in the Level 3 fair-value category for the nine months ended September 30, 2013 and 2012:

 
  Retained
Interests
  Derivative
Financial
Instruments
 

Balance at January 1, 2012

  $ 17,289   $ 15  

Total gains or losses (realized/unrealized):

             

Included in earnings

    912     65  

Included in other comprehensive income (loss)

    830     (80 )

Settlements

    (10,658 )    
           

Balance at September 30, 2012

  $ 8,373   $  
           

Balance at January 1, 2013

  $ 9,271   $  

Total gains or losses (realized/unrealized):

             

Included in earnings

    707      

Included in other comprehensive income (loss)

    (368 )    

Settlements

    (6,841 )    
           

Balance at September 30, 2013

  $ 2,769   $  
           

Fair Value of Other Financial Instruments

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

Financial Instruments Not Carried at Fair Value

        The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of September 30, 2013 and December 31, 2012 are as follows:

 
  September 30, 2013   December 31, 2012  
 
  Carrying
Amount
  Estimated
Fair Value*
  Carrying
Amount
  Estimated
Fair Value*
 

Receivables

  $ 12,654,129   $ 12,714,172   $ 10,732,276   $ 11,074,646  

Long-term debt

  $ 7,694,301   $ 7,796,649   $ 6,321,551   $ 6,451,544  

*
Under the fair value hierarchy, all measurements are Level 2.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 7: FINANCIAL INSTRUMENTS (Continued)

Financial Assets

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

Financial Liabilities

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

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION

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

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)

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

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2013   2012   2013   2012  

Revenues

                         

United States

  $ 169,737   $ 163,361   $ 493,408   $ 479,132  

Canada

    49,751     49,015     146,620     143,530  

Eliminations

    (1,301 )   (1,317 )   (3,844 )   (1,775 )
                   

Total

  $ 218,187   $ 211,059   $ 636,184   $ 620,887  
                   

Interest expense

                         

United States

  $ 53,136   $ 48,990   $ 152,584   $ 150,937  

Canada

    13,162     13,841     38,664     41,242  

Eliminations

    (1,301 )   (1,317 )   (3,844 )   (1,775 )
                   

Total

  $ 64,997   $ 61,514   $ 187,404   $ 190,404  
                   

Segment net income

                         

United States

  $ 45,942   $ 41,839   $ 146,614   $ 123,048  

Canada

    19,386     15,112     51,586     46,038  
                   

Total

  $ 65,328   $ 56,951   $ 198,200   $ 169,086  
                   

Depreciation and amortization

                         

United States

  $ 20,466   $ 18,824   $ 60,063   $ 56,667  

Canada

    8,316     8,442     24,609     24,558  
                   

Total

  $ 28,782   $ 27,266   $ 84,672   $ 81,225  
                   

Expenditures for equipment on operating leases

                         

United States

  $ 108,422   $ 100,607   $ 314,600   $ 231,908  

Canada

    18,906     24,755     76,159     76,287  
                   

Total

  $ 127,328   $ 125,362   $ 390,759   $ 308,195  
                   

Provision (benefit) for credit losses, net

                         

United States

  $ 1,762   $ 9,169   $ (8,070 ) $ 12,735  

Canada

    129     2,911     2,601     3,083  
                   

Total

  $ 1,891   $ 12,080   $ (5,469 ) $ 15,818  
                   

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 8: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)


 
  As of
September 30,
2013
  As of
December 31,
2012
 

Segment assets

             

United States

  $ 12,099,277   $ 11,016,740  

Canada

    2,721,531     2,555,140  

Eliminations

    (216,384 )   (225,351 )
           

Total

  $ 14,604,424   $ 13,346,529  
           

Managed portfolio

             

United States

  $ 10,514,182   $ 8,849,079  

Canada

    2,267,673     2,052,884  
           

Total

  $ 12,781,855   $ 10,901,963  
           

NOTE 9: RELATED-PARTY TRANSACTIONS

        The summary of sources included in "Interest and other income from affiliates" in the accompanying consolidated statements of income for the three and nine months ended September 30, 2013 and 2012 is as follows:

 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
 
  2013   2012   2013   2012  

Retail subsidy from CNH North America

  $ 50,100   $ 50,882   $ 158,629   $ 155,856  

Wholesale subsidy:

                         

CNH North America

    43,389     38,873     114,660     110,319  

Other affiliates

    240     571     1,568     2,389  

Operating lease subsidy from CNH North America

    8,424     7,591     25,529     22,053  

Lending funds:

                         

CNH North America

        2         352  

Other affiliates

        2         2  
                   

Total interest and other income from affiliates

  $ 102,153   $ 97,921   $ 300,386   $ 290,971  
                   

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

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 9: RELATED-PARTY TRANSACTIONS (Continued)

        Fees charged by affiliates represent all personnel and administrative tasks CNH America performs on behalf of the Company.

        As of September 30, 2013 and December 31, 2012, the Company has various accounts and notes receivable and debt with the following affiliates:

 
  September 30,
2013
  December 31,
2012
 

Affiliated receivables from:

             

CNH America

  $ 624   $ 64,708  

CNH Canada Ltd. 

    232     17,797  

Other affiliates

    13,115     12,874  
           

Total affiliated receivables

  $ 13,971   $ 95,379  
           

Affiliated debt owed to:

             

CNH America

  $ 680,754   $ 788,381  

CNH Canada Ltd. 

    91,935     60,651  

Fiat Industrial

        15,000  
           

Total affiliated debt

  $ 772,689   $ 864,032  
           

        Accounts payable and other accrued liabilities of $85,520 and $15,418, respectively, as of September 30, 2013 and December 31, 2012, were payable to related parties.

        CNH Canada Ltd., an affiliated entity, owns 76,618,488 shares of preferred stock in CNH Capital Canada, one of the Company's subsidiaries. This is recorded as "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets. These shares earn dividends of 12-month LIBOR plus 1.2% per annum. The dividends are accrued annually and are recorded in "Net income attributed to noncontrolling interest" in the consolidated statements of income. The accrued, but not declared, dividends are included in "Noncontrolling interest" in the stockholder's equity in the accompanying consolidated balance sheets.

NOTE 10: COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Guarantees

        The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNHI for approximately $272,552. The guarantees are in effect for the term of the underlying funding facilities, which have various maturities through 2015.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 10: COMMITMENTS AND CONTINGENCIES (Continued)

Commitments

        At September 30, 2013, the Company has various agreements to extend credit for the following managed portfolios:

 
  Total
Credit Limit
  Utilized   Not Utilized  

Commercial revolving accounts

  $ 3,977,330   $ 283,668   $ 3,693,662  

Wholesale and dealer financing

  $ 5,887,004   $ 4,243,611   $ 1,643,393  

        The commercial revolving accounts are issued by the Company to retail customers for purchases of parts and services at CNH North America equipment dealers.

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

        CNH Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Capital LLC (the "Guarantor Entities"), guarantee certain indebtedness of CNH Capital LLC. As the guarantees are full, unconditional, and joint and several and as the Guarantor Entities are 100%-owned by CNH Capital LLC, the Company has included the following condensed consolidating financial information as of September 30, 2013 and December 31, 2012 and for the three and nine months ended

33


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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

September 30, 2013 and 2012. The condensed consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.

 
  Condensed Statements of Comprehensive Income for the
Three Months Ended September 30, 2013
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail and other notes and finance leases

  $   $ 3,050   $ 62,444   $   $ 65,494  

Interest and other income from affiliates

    17,809     60,385     86,753     (62,794 )   102,153  

Rental income on operating leases

        20,152     14,691         34,843  

Servicing fee income

        22,329     34     (22,222 )   141  

Other income

        12,461     3,095         15,556  
                       

Total revenues

    17,809     118,377     167,017     (85,016 )   218,187  
                       

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    24,280     346     33,899         58,525  

Interest expense to affiliates

        58,261     11,005     (62,794 )   6,472  
                       

Total interest expense

    24,280     58,607     44,904     (62,794 )   64,997  
                       

Administrative and operating expenses:

                               

Fees charged by affiliates

        11,436     24,868     (22,222 )   14,082  

Provision for credit losses, net

        1,042     849         1,891  

Depreciation of equipment on operating leases           

        16,116     12,437         28,553  

Other expenses

    1     6,857     951         7,809  
                       

Total operating expenses

    1     35,451     39,105     (22,222 )   52,335  
                       

Total expenses

    24,281     94,058     84,009     (85,016 )   117,332  
                       

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

    (6,472 )   24,319     83,008         100,855  

Income tax (benefit) provision

   
(2,514

)
 
10,149
   
27,892
   
   
35,527
 

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

   
68,913
   
54,743
   
   
(123,656

)
 
 
                       

NET INCOME

    64,955     68,913     55,116     (123,656 )   65,328  

Net income attributed to noncontrolling interest

   
   
   
(373

)
 
   
(373

)
                       

NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 64,955   $ 68,913   $ 54,743   $ (123,656 ) $ 64,955  
                       

COMPREHENSIVE INCOME

  $ 77,274   $ 81,233   $ 65,559   $ (146,419 ) $ 77,647  

Comprehensive income attributed to noncontrolling interest

   
   
   
(373

)
 
   
(373

)
                       

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 77,274   $ 81,233   $ 65,186   $ (146,419 ) $ 77,274  
                       

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

 
  Condensed Statements of Comprehensive Income for the
Nine Months Ended September 30, 2013
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail and other notes and finance leases

  $   $ 8,186   $ 181,095   $   $ 189,281  

Interest and other income from affiliates

    47,376     153,032     263,971     (163,993 )   300,386  

Rental income on operating leases

        58,541     43,474         102,015  

Servicing fee income

        63,982     71     (63,640 )   413  

Other income

        36,293     7,796         44,089  
                       

Total revenues

    47,376     320,034     496,407     (227,633 )   636,184  
                       

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    66,555     1,947     102,041         170,543  

Interest expense to affiliates

        150,385     30,469     (163,993 )   16,861  
                       

Total interest expense

    66,555     152,332     132,510     (163,993 )   187,404  
                       

Administrative and operating expenses:

                               

Fees charged by affiliates

        36,350     71,780     (63,640 )   44,490  

(Benefit) provision for credit losses, net

        (10,495 )   5,026         (5,469 )

Depreciation of equipment on operating leases           

        47,138     36,792         83,930  

Other expenses (income)

    1     25,914     (1,031 )       24,884  
                       

Total operating expenses

    1     98,907     112,567     (63,640 )   147,835  
                       

Total expenses

    66,556     251,239     245,077     (227,633 )   335,239  
                       

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

    (19,180 )   68,795     251,330         300,945  

Income tax (benefit) provision

   
(7,494

)
 
27,314
   
82,925
   
   
102,745
 

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

   
208,738
   
167,257
   
   
(375,995

)
 
 
                       

NET INCOME

    197,052     208,738     168,405     (375,995 )   198,200  

Net income attributed to noncontrolling interest

   
   
   
(1,148

)
 
   
(1,148

)
                       

NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 197,052   $ 208,738   $ 167,257   $ (375,995 ) $ 197,052  
                       

COMPREHENSIVE INCOME

  $ 176,734   $ 188,420   $ 151,827   $ (339,099 ) $ 177,882  

Comprehensive income attributed to noncontrolling interest

   
   
   
(1,148

)
 
   
(1,148

)
                       

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 176,734   $ 188,420   $ 150,679   $ (339,099 ) $ 176,734  
                       

35


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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Balance Sheets as of September 30, 2013  
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

ASSETS

                               

Cash and cash equivalents

 
$

 
$

139,853
 
$

91,514
 
$

 
$

231,367
 

Restricted cash

        100     599,754         599,854  

Receivables, less allowance for credit losses

        1,536,050     11,118,079         12,654,129  

Retained interests in securitized receivables

        5,140     2,433     (4,804 )   2,769  

Affiliated accounts and notes receivable

    1,769,273     1,893,002     1,418,634     (5,066,938 )   13,971  

Equipment on operating leases, net

        551,135     334,403         885,538  

Equipment held for sale

        23,326     5,567         28,893  

Investments in consolidated subsidiaries accounted for under the equity method

    1,652,235     1,890,902         (3,543,137 )    

Goodwill and intangible assets, net

        85,632     34,970         120,602  

Other assets

    20,596     (21,144 )   67,849         67,301  
                       

TOTAL

  $ 3,442,104   $ 6,103,996   $ 13,673,203   $ (8,614,879 ) $ 14,604,424  
                       

LIABILITIES AND STOCKHOLDER'S EQUITY

                               

Liabilities:

                               

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

  $   $ 68,040   $ 4,105,569   $   $ 4,173,609  

Accounts payable and other accrued liabilities

    37,970     1,888,522     1,074,533     (2,499,450 )   501,575  

Affiliated debt

        2,424,578     920,403     (2,572,292 )   772,689  

Long-term debt

    2,000,000     70,621     5,623,680         7,694,301  
                       

Total liabilities

    2,037,970     4,451,761     11,724,185     (5,071,742 )   13,142,174  

Stockholder's equity

   
1,404,134
   
1,652,235
   
1,949,018
   
(3,543,137

)
 
1,462,250
 
                       

TOTAL

  $ 3,442,104   $ 6,103,996   $ 13,673,203   $ (8,614,879 ) $ 14,604,424  
                       

36


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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2013
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES:

                               

Net cash (used in) from operating activities          

  $ (400,000 ) $ 275,179   $ 141,158   $ 427,122   $ 443,459  
                       

CASH FLOWS FROM INVESTING ACTIVITIES:

                               

Cost of receivables acquired

        (12,005,414 )   (12,267,832 )   9,574,684     (14,698,562 )

Collections of receivables

        11,614,411     10,667,838     (9,574,225 )   12,708,024  

Decrease in restricted cash

            122,905         122,905  

Purchase of equipment on operating leases, net

        (167,675 )   (54,725 )       (222,400 )

Other investing activities

        (250 )   (27 )       (277 )
                       

Net cash (used in) from investing activities          

        (558,928 )   (1,531,841 )   459     (2,090,310 )
                       

CASH FLOWS FROM FINANCING ACTIVITIES:

                               

Intercompany activity

        277,908     61,512     (427,581 )   (88,161 )

Net increase (decrease) in indebtedness

    600,000     (111,307 )   891,773         1,380,466  

Dividends paid to CNH America LLC

    (200,000 )               (200,000 )
                       

Net cash from (used in) financing activities          

    400,000     166,601     953,285     (427,581 )   1,092,305  
                       

DECREASE IN CASH AND CASH EQUIVALENTS

        (117,148 )   (437,398 )       (554,546 )

CASH AND CASH EQUIVALENTS:

                               

Beginning of period

        257,001     528,912         785,913  
                       

End of period

  $   $ 139,853   $ 91,514   $   $ 231,367  
                       

37


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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

 
  Condensed Statements of Comprehensive Income for the
Three Months Ended September 30, 2012
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail and other notes and finance leases

  $   $ 2,650   $ 59,066   $   $ 61,716  

Interest and other income from affiliates

        46,382     88,636     (37,097 )   97,921  

Rental income on operating leases

        20,314     13,360         33,674  

Servicing fee income

        21,185     29     (21,007 )   207  

Other income

        8,823     8,718         17,541  
                       

Total revenues

        99,354     169,809     (58,104 )   211,059  
                       

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    10,860     1,294     39,948         52,102  

Interest expense to affiliates

    83     37,314     9,112     (37,097 )   9,412  
                       

Total interest expense

    10,943     38,608     49,060     (37,097 )   61,514  
                       

Administrative and operating expenses:

                               

Fees charged by affiliates

        12,239     23,680     (21,007 )   14,912  

Provision for credit losses, net

        3,735     8,345         12,080  

Depreciation of equipment on operating leases           

        15,963     11,058         27,021  

Other expenses

        6,521     1,637         8,158  
                       

Total operating expenses

        38,458     44,720     (21,007 )   62,171  
                       

Total expenses

    10,943     77,066     93,780     (58,104 )   123,685  
                       

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

    (10,943 )   22,288     76,029         87,374  

Income tax (benefit) provision

   
(4,287

)
 
9,152
   
25,558
   
   
30,423
 

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

    63,133     49,997         (113,130 )    
                       

NET INCOME

    56,477     63,133     50,471     (113,130 )   56,951  

Net income attributed to noncontrolling interest

   
   
   
(474

)
 
   
(474

)
                       

NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 56,477   $ 63,133   $ 49,997   $ (113,130 ) $ 56,477  
                       

COMPREHENSIVE INCOME

  $ 83,025   $ 89,681   $ 72,498   $ (161,705 ) $ 83,499  

Comprehensive income attributed to noncontrolling interest

   
   
   
(474

)
 
   
(474

)
                       

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 83,025   $ 89,681   $ 72,024   $ (161,705 ) $ 83,025  
                       

38


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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Comprehensive Income for the
Nine Months Ended September 30, 2012
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

REVENUES

                               

Interest income on retail and other notes and finance leases

  $   $ 9,402   $ 169,170   $   $ 178,572  

Interest and other income from affiliates

        130,291     263,369     (102,689 )   290,971  

Rental income on operating leases

        62,402     37,264         99,666  

Servicing fee income

        60,198     125     (59,522 )   801  

Other income

        22,590     28,287         50,877  
                       

Total revenues

        284,883     498,215     (162,211 )   620,887  
                       

EXPENSES

                               

Interest expense:

                               

Interest expense to third parties

    31,468     4,705     127,120         163,293  

Interest expense to affiliates

    228     102,682     26,890     (102,689 )   27,111  
                       

Total interest expense

    31,696     107,387     154,010     (102,689 )   190,404  
                       

Administrative and operating expenses:

                               

Fees charged by affiliates

        38,515     68,202     (59,522 )   47,195  

(Benefit) provision for credit losses, net

        (10,294 )   26,112         15,818  

Depreciation of equipment on operating leases           

        49,636     30,779         80,415  

Other expenses

        21,688     4,497         26,185  
                       

Total operating expenses

        99,545     129,590     (59,522 )   169,613  
                       

Total expenses

    31,696     206,932     283,600     (162,211 )   360,017  
                       

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

    (31,696 )   77,951     214,615         260,870  

Income tax (benefit) provision

   
(12,420

)
 
30,913
   
73,291
   
   
91,784
 

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

    187,136     140,098         (327,234 )    
                       

NET INCOME

    167,860     187,136     141,324     (327,234 )   169,086  

Net income attributed to noncontrolling interest

   
   
   
(1,226

)
 
   
(1,226

)
                       

NET INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 167,860   $ 187,136   $ 140,098   $ (327,234 ) $ 167,860  
                       

COMPREHENSIVE INCOME

  $ 194,769   $ 214,045   $ 163,693   $ (376,512 ) $ 195,995  

Comprehensive income attributed to noncontrolling interest

   
   
   
(1,226

)
 
   
(1,226

)
                       

COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH CAPITAL LLC

  $ 194,769   $ 214,045   $ 162,467   $ (376,512 ) $ 194,769  
                       

39


Table of Contents


CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Balance Sheets as of December 31, 2012  
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

ASSETS

                               

Cash and cash equivalents

 
$

 
$

257,001
 
$

528,912
 
$

 
$

785,913
 

Restricted cash

        100     727,086         727,186  

Receivables, less allowance for credit losses

        1,136,838     9,595,438         10,732,276  

Retained interests in securitized receivables

        5,368     8,248     (4,345 )   9,271  

Affiliated accounts and notes receivable

    1,357,013     1,970,680     1,380,472     (4,612,786 )   95,379  

Equipment on operating leases, net

        430,599     323,772         754,371  

Equipment held for sale

        39,455     7,195         46,650  

Investments in consolidated subsidiaries accounted for under the equity method

    1,462,859     1,740,138         (3,202,997 )    

Goodwill and intangible assets

        86,095     36,130         122,225  

Other assets

    21,765     (14,998 )   66,491         73,258  
                       

TOTAL

  $ 2,841,637   $ 5,651,276   $ 12,673,744   $ (7,820,128 ) $ 13,346,529  
                       

LIABILITIES AND STOCKHOLDER'S EQUITY

                               

Liabilities:

                               

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

  $   $ 110,557   $ 4,119,680   $   $ 4,230,237  

Accounts payable and other accrued liabilities

    15,194     1,791,778     1,112,745     (2,472,419 )   447,298  

Affiliated debt

        2,146,670     862,074     (2,144,712 )   864,032  

Long-term debt

    1,400,000     139,412     4,782,139         6,321,551  
                       

Total liabilities

    1,415,194     4,188,417     10,876,638     (4,617,131 )   11,863,118  

Stockholder's equity

   
1,426,443
   
1,462,859
   
1,797,106
   
(3,202,997

)
 
1,483,411
 
                       

TOTAL

  $ 2,841,637   $ 5,651,276   $ 12,673,744   $ (7,820,128 ) $ 13,346,529  
                       

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CNH CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)


 
  Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2012
 
 
  CNH
Capital LLC
  Guarantor
Entities
  All Other
Subsidiaries
  Eliminations   Consolidated  

CASH FLOWS FROM OPERATING ACTIVITIES:

                               

Net cash (used in) from operating activities

  $ (278 ) $ (580,853 ) $ 1,034,918   $ 56,739   $ 510,526  
                       

CASH FLOWS FROM INVESTING ACTIVITIES:

                               

Cost of receivables acquired

        (11,104,286 )   (12,802,889 )   10,043,100     (13,864,075 )

Collections of receivables

        11,251,988     11,028,995     (10,043,062 )   12,237,921  

Decrease in restricted cash

            97,290         97,290  

Purchase of equipment on operating leases, net

        (101,483 )   (61,724 )       (163,207 )

Other investing activities

        (151 )           (151 )
                       

Net cash from (used in) investing activities

        46,068     (1,738,328 )   38     (1,692,222 )
                       

CASH FLOWS FROM FINANCING ACTIVITIES:

                               

Intercompany activity

    278     448,164     (66,894 )   (56,777 )   324,771  

Net (decrease) increase in indebtedness

        (48,664 )   604,418         555,754  
                       

Net cash from (used in) financing activities

    278     399,500     537,524     (56,777 )   880,525  
                       

DECREASE IN CASH AND CASH EQUIVALENTS

        (135,285 )   (165,886 )       (301,171 )

CASH AND CASH EQUIVALENTS:

                               

Beginning of period

        306,208     287,885         594,093  
                       

End of period

  $   $ 170,923   $ 121,999   $   $ 292,922  
                       

NOTE 12: SUBSEQUENT EVENTS

        On October 8, 2013, CNH Capital LLC completed an offering of $500,000 in aggregate principal amount of its 3.250% unsecured notes due 2017, issued at par.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Organization

        We offer a range of financial products and services to the dealers and customers of CNH North America. The principal products offered are retail financing for the purchase or lease of new and used CNH North America equipment and wholesale financing to CNH North America dealers. Wholesale financing consists primarily of floor plan financing as well as financing equipment used in dealer-owned rental yards, parts inventory and working capital needs. In addition, we purchase equipment from dealers that is leased to retail customers under operating lease agreements, and we finance customers using our commercial revolving accounts.

Trends and Economic Conditions

        Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. For the nine months ended September 30, 2013, CNH Industrial's agricultural equipment revenues increased 5% compared to the nine months ended September 30, 2012. CNH Industrial's construction equipment revenues decreased 17% for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012.

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

        Overall, the North American agricultural industry exhibited stability during the economic crisis. During the past few years, farm income in North America has experienced some of its highest historical levels. The financing we provide to our borrowers is secured by the financed equipment, which typically has a long useful life and is a key component in the farmers' sources of income. All of these factors contribute to the strong credit performance of our portfolio in recent periods.

        Net income attributable to CNH Capital LLC was $65.0 million for the three months ended September 30, 2013, compared to $56.5 million for the three months ended September 30, 2012. Net income attributable to CNH Capital LLC was $197.1 million for the nine months ended September 30, 2013, compared to $167.9 million for the nine months ended September 30, 2012. Net income increased primarily due to a higher average portfolio and a lower provision for credit losses. The receivables balance greater than 30 days past due as a percentage of managed receivables was 0.4%, 0.5% and 0.6% at September 30, 2013, December 31, 2012 and September 30, 2012, respectively.

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

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Results of Operations

Three and Nine Months Ended September 30, 2013 Compared to Three and Nine Months Ended September 30, 2012

Revenues

        Revenues for the three and nine months ended September 30, 2013 and 2012 were as follows (dollars in thousands):

 
  Three Months
Ended September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Interest income on retail and other notes and finance leases

  $ 65,494   $ 61,716   $ 3,778     6.1 %

Interest and other income from affiliates

    102,153     97,921     4,232     4.3  

Rental income on operating leases

    34,843     33,674     1,169     3.5  

Servicing fee income

    141     207     (66 )   (31.9 )

Other income

    15,556     17,541     (1,985 )   (11.3 )
                     

Total revenues

  $ 218,187   $ 211,059   $ 7,128     3.4 %
                   

 

 
  Nine Months
Ended September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Interest income on retail and other notes and finance leases

  $ 189,281   $ 178,572   $ 10,709     6.0 %

Interest and other income from affiliates

    300,386     290,971     9,415     3.2  

Rental income on operating leases

    102,015     99,666     2,349     2.4  

Servicing fee income

    413     801     (388 )   (48.4 )

Other income

    44,089     50,877     (6,788 )   (13.3 )
                     

Total revenues

  $ 636,184   $ 620,887   $ 15,297     2.5 %
                   

        Revenues totaled $218.2 million and $636.2 million for the three and nine months ended September 30, 2013, respectively, compared to $211.1 million and $620.9 million for the same periods in 2012. Higher average portfolios primarily drove the year over year increase, partially offset by a decrease in our average yield. The average yield for retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables was 5.6% and 6.1% for the three months ended September 30, 2013 and 2012, respectively, and 5.7% and 6.3% for the nine months ended September 30, 2013 and 2012, respectively.

        Interest income on retail and other notes and finance leases for the three and nine months ended September 30, 2013 was $65.5 million and $189.3 million, respectively, representing increases of $3.8 million and $10.7 million from the same periods in 2012. For the third quarter, the increase was primarily due to an $8.7 million favorable impact from higher average earning assets, partially offset by a $4.9 million unfavorable impact from lower interest rates. For the nine months ended September 30, 2013, compared to the same period in 2012, the increase was primarily due to a $26.7 million favorable impact from higher average earning assets, partially offset by a $16.0 million unfavorable impact from lower interest rates.

        Interest and other income from affiliates for the three and nine months ended September 30, 2013 was $102.2 million and $300.4 million, respectively, compared to $97.9 million and $291.0 million for the three and nine months ended September 30, 2012, respectively. Compensation from CNH North America for retail low-rate financing programs and interest waiver programs offered to customers for the three and nine months ended September 30, 2013 was $50.1 million and $158.6 million, respectively, compared to $50.9 million and $155.9 million for the same periods in 2012, respectively. The decrease in the retail

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compensation amount in the three-month period was primarily due to changes in the mix of programs and products. The increase in the retail compensation amount for the nine-month period was primarily due to higher originations. For the three and nine months ended September 30, 2013, compensation from CNH North America for wholesale marketing programs was $43.4 million and $114.7 million, respectively, compared to $38.9 million and $110.3 for the three and nine months ended September 30, 2012, respectively. Wholesale compensation amounts increased year over year due to product mix. For operating leases, compensation for the difference between the market rental rates and the amounts paid by the customers of CNH North America was $8.4 million and $25.5 million for the three and nine months ended September 30, 2013, respectively, representing increases of $0.8 million and $3.4 million from the same periods in 2012. These increases were primarily due to higher originations.

        Rental income on operating leases for the three and nine months ended September 30, 2013 was $34.8 million and $102.0 million, respectively, compared to $33.7 million and $99.7 million from the same periods in 2012. The third quarter increase was due to a $6.3 million favorable impact from higher average earning assets, partially offset by a $5.1 million unfavorable impact from lower interest rates on new and existing operating leases. The year-to-date increase was due to a $17.2 million favorable impact from higher average earning assets, partially offset by a $14.9 million unfavorable impact from lower interest rates on new and existing operating leases.

Expenses

        Expenses for the three and nine months ended September 30, 2013 and 2012 were as follows (dollars in thousands):

 
  Three Months Ended
September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Total interest expense

  $ 64,997   $ 61,514   $ 3,483     5.7 %

Fees charged by affiliates

    14,082     14,912     (830 )   (5.6 )

Provision for credit losses, net

    1,891     12,080     (10,189 )   (84.3 )

Depreciation of equipment on operating leases

    28,553     27,021     1,532     5.7  

Other expenses

    7,809     8,158     (349 )   (4.3 )
                     

Total expenses

  $ 117,332   $ 123,685   $ (6,353 )   (5.1 )%
                   

 

 
  Nine Months Ended
September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Total interest expense

  $ 187,404   $ 190,404   $ (3,000 )   (1.6 )%

Fees charged by affiliates

    44,490     47,195     (2,705 )   (5.7 )

(Benefit) provision for credit losses, net

    (5,469 )   15,818     (21,287 )   (134.6 )

Depreciation of equipment on operating leases

    83,930     80,415     3,515     4.4  

Other expenses

    24,884     26,185     (1,301 )   (5.0 )
                     

Total expenses

  $ 335,239   $ 360,017   $ (24,778 )   (6.9 )%
                   

        Interest expense totaled $65.0 million and $187.4 million for the three and nine months ended September 30, 2013, respectively, compared to $61.5 million and $190.4 million for the same periods in 2012. For the third quarter, the increase was due to a $7.8 million unfavorable impact from higher average total debt, partially offset by a $4.3 million favorable impact from lower average interest rates. For the nine months, the decrease was due to a $25.5 million favorable impact from lower average interest rates, partially offset by a $22.5 million unfavorable impact from higher average total debt.

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        For the three and nine months ended September 30, 2013, credit losses were a provision of $1.9 million and a benefit of $5.5 million, respectively, compared to a provision of $12.1 million and $15.8 million for the same periods in 2012. The decrease in provisions, for both the three and nine-month periods, were primarily due to the improved portfolio performance and collections from certain customers previously identified as impaired.

        The effective tax rate for the three months ended September 30, 2013 and 2012 was 35.2% and 34.8%, respectively. The effective tax rate was 34.1% for the nine-month period ended September 30, 2013, compared to 35.2% for the same period in 2012. The lower rate for the nine-month period in 2013 was primarily due to the retroactive reinstatement of the exception to U.S. taxation of active financing income as a result of the American Taxpayer Relief Act of 2012 for approximately $2.7 million and changes in the geographic mix of income earned within the U.S. and Canada.

Receivables and Equipment on Operating Leases Originated and Held

        Receivable and equipment on operating lease originations for the three and nine months ended September 30, 2013 and 2012 were as follows (dollars in thousands):

 
  Three Months Ended
September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Retail receivables

  $ 1,237,806   $ 1,070,765   $ 167,041     15.6 %

Wholesale receivables

    3,562,264     3,653,879     (91,615 )   (2.5 )

Other receivables

    270,487     279,301     (8,814 )   (3.2 )

Equipment on operating leases

    127,328     125,362     1,966     1.6  
                     

Total originations

  $ 5,197,885   $ 5,129,307   $ 68,578     1.3 %
                   

 

 
  Nine Months Ended
September 30,
   
   
 
 
  2013   2012   $ Change   % Change  

Retail receivables

  $ 3,364,822   $ 2,868,004   $ 496,818     17.3 %

Wholesale receivables

    10,611,711     10,244,168     367,543     3.6  

Other receivables

    718,607     751,903     (33,296 )   (4.4 )

Equipment on operating leases

    390,759     308,195     82,564     26.8  
                     

Total originations

  $ 15,085,899   $ 14,172,270   $ 913,629     6.4 %
                   

        For the nine months ended September 30, 2013 compared to the same period in 2012, the increase in originations was primarily due to increased unit sales of CNH North America equipment.

        Total receivables and equipment on operating leases held as of September 30, 2013, December 31, 2012 and September 30, 2012 were as follows (in thousands):

 
  September 30,
2013
  December 31,
2012
  September 30,
2012
 

Retail receivables

  $ 8,157,358   $ 7,363,384   $ 6,963,049  

Wholesale receivables

    4,318,968     3,265,173     3,907,828  

Other

    287,055     226,039     314,260  

Equipment on operating leases

    885,538     754,371     738,517  
               

Total receivables and equipment on operating leases

  $ 13,648,919   $ 11,608,967   $ 11,923,654  
               

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        The total retail receivables balance greater than 30 days past due as a percentage of the retail receivables was 0.5%, 0.7% and 0.9% at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. During those same periods, the total wholesale receivables balances greater than 30 days past due as a percentage of the wholesale receivables were not significant. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $31.7 million, $29.3 million and $38.3 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively. Total wholesale receivables on nonaccrual status were $29.0 million, $61.2 million and $81.2 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively.

        Total receivable write-off amounts and recoveries, by product for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands):

 
  Three Months Ended
September 30,
  Nine Months
Ended September 30,
 
 
  2013   2012   2013   2012  

Write-offs:

                         

Retail

  $ 2,567   $ 3,067   $ 7,819   $ 24,456  

Wholesale

        98     127     136  

Other

    1,478     1,852     4,407     6,220  
                   

Total write-offs

    4,045     5,017     12,353     30,812  
                   

Recoveries:

                         

Retail

    (1,100 )   (1,063 )   (2,882 )   (3,942 )

Wholesale

    (332 )   (64 )   (573 )   (166 )

Other

    (754 )   (894 )   (2,349 )   (2,396 )
                   

Total recoveries

    (2,186 )   (2,021 )   (5,804 )   (6,504 )
                   

Write-offs, net of recoveries:

                         

Retail

    1,467     2,004     4,937     20,514  

Wholesale

    (332 )   34     (446 )   (30 )

Other

    724     958     2,058     3,824  
                   

Total write-offs, net of recoveries

  $ 1,859   $ 2,996   $ 6,549   $ 24,308  
                   

        Our allowance for credit losses on all receivables financed totaled $109.3 million at September 30, 2013, $122.3 million at December 31, 2012 and $98.4 million at September 30, 2012. The level of the allowance is based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions and credit risk quality. We believe our allowance is sufficient to provide for losses in our existing receivable portfolio.

Liquidity and Capital Resources

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

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

        In addition, we have committed secured and unsecured facilities, unsecured bonds, affiliate borrowings and cash to fund our liquidity and capital needs.

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        Since 2011, we have accessed the unsecured bond market in order to add more diversity to our funding resources. Our outstanding unsecured senior notes totaled $1.85 billion as of September 30, 2013. We expect continued changes to our funding profile, with less reliance on the securitization market, as costs and terms of accessing the unsecured term market continue to improve.

Cash Flows

        For the nine months ended September 30, 2013 and 2012, our cash flows were as follows (in thousands):

 
  2013   2012  

Cash flows provided by (used in):

             

Operating activities

  $ 443,459   $ 510,526  

Investing activities

    (2,090,310 )   (1,692,222 )

Financing activities

    1,092,305     880,525  
           

Net cash decrease

  $ (554,546 ) $ (301,171 )
           

        Operating activities in the nine months ended September 30, 2013 generated cash of $443 million, resulting primarily from net income of $198 million, a decrease in affiliated accounts and notes receivables of $81 million, a decrease in other assets and equipment held for sale of $26 million and an increase in accounts payable and other accrued liabilities of $56 million. Cash generated from operating activities in the nine months ended September 30, 2013 decreased, compared to the nine months ended September 30, 2012, primarily due to a lower reduction in affiliated accounts and notes receivables and other assets and equipment held for sale, partially offset by a decrease in payments of accounts payable and other accrued liabilities.

        Cash flows used in investing activities in the nine months ended September 30, 2013 totaled $2,090 million, resulting primarily from a net growth in receivables of $1,990 million and from $391 million in expenditures for equipment on operating leases, partially offset by a decrease in restricted cash of $123 million and proceeds from the sale of equipment on operating leases of $168 million. The increase of cash used in investing activities in the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, was primarily due to a higher net growth in receivables.

        Financing activities in the nine months ended September 30, 2013 generated cash of $1,092 million, resulting primarily from net cash received of $1,490 million from long-term debt, partially offset by net cash paid of $88 million for affiliated debt, $110 million in payment on short-term borrowings and $200 million in dividends paid to CNH America. The increase in cash from financing activities in the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, was primarily due to a higher increase in net cash received from long-term debt, partially offset by increased payments of affiliated debt and revolving credit facilities and the dividend paid to CNH America.

Securitization

        CNH Capital and its predecessor entities have been securitizing receivables since 1992. Because this market generally remains a cost-effective financing source and allows access to a wide investor base, we expect to continue utilizing securitization as one of our core sources of funding in the near future. CNH Capital has completed public and private issuances of asset-backed securities in both the U.S. and Canada and, as of September 30, 2013, the amounts outstanding were approximately $6.5 billion.

        We will strive to continue to tailor our transactions to applicable market conditions while optimizing economic terms and reducing execution risks.

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Committed Asset-Backed Facilities

        CNH Capital has committed asset-backed facilities with several banks, primarily through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.8 billion at September 30, 2013, with original borrowing maturities of up to two years. The unused availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At September 30, 2013, approximately $0.9 billion of funding was available for use under these facilities.

Unsecured Funding

        As of September 30, 2013, we had outstanding unsecured senior notes of $750.0 million at an annual fixed rate of 3.875% due 2015, $500.0 million at an annual fixed rate of 6.250% due 2016 and $600.0 million at an annual fixed rate of 3.625% due 2018.

        On October 8, 2013, CNH Capital LLC completed an offering of $500.0 million in aggregate principal amount of its 3.250% unsecured notes due 2017, issued at par.

Affiliate Sources

        CNH Capital borrows, as needed, from CNH Industrial. This source of funding is primarily used to finance various on-book assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We have obtained financing from CNHI treasury subsidiaries and, from time to time, have entered into term loan agreements. At September 30, 2013, affiliated debt was $772.7 million, down from $864.0 million at December 31, 2012.

Equity Position

        Our equity position also supports our capabilities to access various funding sources. Our stockholder's equity at both September 30, 2013 and December 31, 2012 was $1.5 billion.

        In May 2013, the Company paid a dividend of $200 million to CNH America.

Liquidity

        The vast majority of CNH Capital's debt is self-liquidating from the cash generated by the underlying amortizing receivables. Normally, additional liquidity should not be necessary for the repayment of such debt. New originations of retail receivables are usually warehoused in committed asset-backed facilities until being refinanced in the term ABS market or with other third-party debt. New wholesale receivables are typically financed through a master trust and funded by variable funding notes or on a term basis. Cash and commitments under the facilities shown in the table below totaled $4.9 billion, of which $1.5 billion was available for use at September 30, 2013.

 
  (in thousands)  

Cash, cash equivalents and restricted cash

  $ 831,221  

Committed asset-backed facilities

    3,753,986  

Committed unsecured facilities

    350,000  
       

Total cash and facilities

    4,935,207  

Less: restricted cash

    599,854  

Less: facilities utilization

    2,869,142  
       

Total available for use

  $ 1,466,211  
       

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

        In connection with a limited number of funding transactions, the Company provides financial guarantees to various parties on behalf of certain foreign financial services subsidiaries of CNHI for approximately $272.6 million.

Cautionary Note Regarding Forward-Looking Statements

        All statements other than statements of historical fact contained in this quarterly report, including statements regarding our competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, capital expenditures, capital structure or other financial items; costs; and plans and objectives of management regarding operations, products and services, are forward-looking statements. These statements may include terminology such as "may," "will," "expect," "could," "should," "intend," "estimate," "anticipate," "believe," "outlook," "continue," "remain," "on track," "design," "target," "objective," "goal," or similar terminology.

        Our outlook is predominantly based on our interpretation of what we consider to be key economic assumptions and involves risks and uncertainties that could cause actual results to differ (possibly materially) from such forward-looking statements. Macro-economic factors including monetary policy, interest rates, currency exchange rates, inflation, deflation, credit availability and government intervention in an attempt to influence such factors may have a material impact on our customers and the demand for our services. The demand for CNH North America's products and, in turn, our products and services is influenced by a number of factors, including, among other things: general economic conditions; demand for food; commodity prices, raw material and component prices and stock levels; net farm income levels; availability of credit; developments in biofuels; infrastructure spending rates; housing starts; commercial construction; seasonality of demand; changes and uncertainties in the monetary and fiscal policies of various governmental and regulatory entities; CNH North America's ability to maintain key dealer relationships; currency exchange rates and interest rates; pricing policies by CNH North America or its competitors; political, economic and legislative changes; and the other risks described in "Risk Factors" in our most recent annual report on Form 10-K and this quarterly report. Some of the other significant factors which may affect our results include our access to credit, restrictive covenants in our debt agreements, actions by rating agencies concerning the ratings on our debt and asset-backed securities and the credit rating of CNHI, weather, climate change and natural disasters, actions taken by our competitors, the effect of changes in laws and regulations, the results of legal proceedings and employee relations.

        Furthermore, in light of ongoing economic uncertainty, both globally and in the industries in which we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. We can give no assurance that the expectations reflected in our forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the factors we disclose that could cause our actual results to differ materially from our expectations. We undertake no obligation to update or revise publicly any forward-looking statements.

Critical Accounting Policies and Estimates

        See our critical accounting policies and estimates discussed in our annual report for the year ended December 31, 2012 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 to our audited consolidated financial statements included in such annual report. There were no material changes to these policies or estimates during the three months ended September 30, 2013.

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New Accounting Pronouncements

        In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02 ("ASU 2013-02"), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Some of the key amendments require us to present, either on the face of the statement of operations or in the notes, the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, we are required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for our annual and interim periods beginning January 1, 2013.

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Item 4.    Controls and Procedures

Disclosure Controls and Procedures

        Under the supervision, and with the participation, of our management, including our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of September 30, 2013. Based on that evaluation, our President and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

        There has been no change in our internal control over financial reporting during the three months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A.    Risk Factors

        Our most recent annual report on Form 10-K (Part I, Item 1A) includes a detailed discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in that report.

Credit rating changes could affect our access to funding and our cost of funds, which could in turn adversely affect our financial position and results of operations.

        Our access to, and cost of, funding depends on, among other things, the credit ratings of us, CNHI and our ABS transactions. The rating agencies may change our credit ratings or take other similar actions, which could affect our access to the capital markets and the cost and terms of future borrowings and, therefore, could adversely affect our financial position and results of operations. A lack of funding could result in our inability to meet customer demand for equipment financing, while increased funding costs would lead to decreased profits and could result in our inability to meet customer demand at attractive interest rates, which in turn may adversely affect our financial position and results of operations.

Our affiliates may cease to provide us with financing support.

        Prior to their merger, Fiat Industrial S.p.A. owned approximately 87% of the outstanding common shares of CNH Global N.V., and Fiat Industrial S.p.A. provided financing to us. During the capital markets crisis, which had a material adverse impact on the ABS markets, we relied more heavily upon financing provided by Fiat Industrial S.p.A. and its predecessors. In the event of a repeat of the severe downturn in the ABS markets, we would need to look to alternative funding sources, including CNH Industrial, though CNH Industrial would have no obligation to provide such financing (other than the obligations assumed by CNHI under the support agreement, dated November 4, 2011, between us and CNH Global N.V.). To the extent CNH Industrial does not provide such financing to us when needed, we could suffer from a lack of funding and/or incur increased funding costs if funding is obtained through other third-party sources.

Our participation in cash management pools exposes us to CNH Industrial credit risk, which, in the event of a bankruptcy or insolvency of certain CNH Industrial entities, could render us unable to recover our deposits and in turn materially and adversely affect our financial position and results of operations.

        We participate in a group-wide cash management system with other companies within CNH Industrial, including CNH America and CNH Canada Ltd. Our positive cash deposits with CNH Industrial, if any, are either invested by CNH Industrial treasury subsidiaries in highly rated, highly liquid money market instruments or bank deposits, or may be applied by CNH Industrial treasury subsidiaries to meet the financial needs of other CNH Industrial entities and vice versa. While we believe participation in such CNH Industrial treasury subsidiaries' cash management pools provides us with financial benefits, it exposes us to CNH Industrial credit risk. In the event of a bankruptcy or insolvency of CNHI (or any other CNH Industrial entity, including CNH America and CNH Canada Ltd., in the jurisdictions with set off agreements) or in the event of a bankruptcy or insolvency of the CNH Industrial entity in whose name the deposit is pooled, we may be unable to secure the return of such funds to the extent they belong to us, and we may be viewed as a creditor of such CNH Industrial entity with respect to such deposits. It is possible that our claims as a creditor could be subordinated to the rights of third-party creditors in certain

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situations. If we are not able to recover our deposits, our financial position and results of operations may be materially and adversely impacted.

Item 4.    Mine Safety Disclosures

        Not applicable.

Item 5.    Other Information

        None.

Item 6.    Exhibits

Exhibit   Description
  10.1   Supplemental Support Agreement, dated as of September 27, 2013, by and among CNH Capital LLC, CNH Global N.V. and CNH Industrial N.V. (formerly known as FI CBM Holdings N.V.).

 

12.1

 

Statement regarding computation of ratio of earnings to fixed charges.

 

31.1

 

Certifications of President Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  31.2   Certifications of Chief Financial Officer Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
        
  32.1 Certification required by Exchange Act Rule 15(d)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
        
  101 * Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012, (iii) Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012, (v) Consolidated Statements of Changes in Stockholder's Equity for the nine months ended September 30, 2013 and 2012 and (vi) Condensed Notes to Consolidated Financial Statements.

These certifications shall not be deemed "filed" for the purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 (the "Securities Act") or the Exchange Act.

*
In accordance with Regulation S-T, the information in this Exhibit 101 shall not be deemed "filed" for the purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act.

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SIGNATURES

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

    CNH CAPITAL LLC

Date: November 6, 2013

 

/s/ STEVEN C. BIERMAN

    Name:   Steven C. Bierman
    Title:   Chairman and President

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