CNH Industrial N.V. (CNH) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of the Board, I, Dirk-Jan Smit of Freshfields Amsterdam, civil law notary, as Chair of this meeting, would like to welcome you to the CNH Industrial N.V. Annual General Meeting of Shareholders. Ms. Suzanne Heywood, Chair; and Mr. Scott Wine, Chief Executive Officer of the company, are attending this meeting through a simultaneous remote connection. Several other members of the company's Board of Directors are also remotely attending this meeting. Mr. Laan from Ernst & Young, the company's external auditor for 2022, is attending the meeting and available to answer questions relating to the audit report in connection with the discussion of Agenda Item 2.b. Mr. Bert Spijkervet, deputy civil law notary of Freshfields Amsterdam, is appointed as Secretary of this meeting and for preparing notarial minutes of this meeting. Other company's officers, including: Oddone Incisa, Chief Financial Officer; and Mr. Roberto Russo, Chief Legal & Compliance Officer, are also assisting this meeting via remote connection. The meeting will be held in English. The convening notice of the meeting was published on the company's website on March 2, 2023. And this meeting was convened in accordance with the legal and statutory requirements. The use of audio/video recording devices by shareholders is not allowed. In the interest of a smooth meeting, I invite anyone wishing to speak in relation to the items on the agenda to reserve time to speak with the secretary and specify the issue they wish to discuss. In order to allow proper recording for the minutes, I kindly request those of you who wish to address the meeting to use the microphone in the meeting room and, as soon as I've prompt a permission to address the meeting, to state your name clearly and, if applicable, also the name of the person or company that you are representing. Shareholders' speeches must be concise and strictly related to the agenda item being discussed. Any comments unrelated to an agenda item or that are offensive or improper will not be allowed. Since the meeting is held in English, questions should be posed in English only. Responses will be in English. As Chair of the meeting, I reserve the right to limit the time that a shareholder addresses the meeting to ensure that everyone with the right to participate in the meeting is given the chance to participate in the discussions. As a guideline, I consider a maximum of 5 minutes to be appropriate for each shareholder desiring to speak on a particular agenda item. In the interest of an orderly meeting, I reserve the right to deny shareholder the right to continue to speak if the shareholder does not limit his or her time to approximately 5 minutes, or those questions that do not relate to the agenda items being discussed, or the comments do not relate to the business of the company and any voting declaration. Voting will take place electronically. Agenda items will be discussed following their order and sub-items will be discussed in sequence. If in relation to sub-items questions arise, I will park such questions until I have closed the discussion on the last sub-item of that agenda item, unless these questions can be immediately answered. Voting on sub-items will be deferred until the discussion on the last agenda sub-item and questions have been answered. I now ask you to insert your smart card into your voting device with the chip facing you. You will see your name appear in the display. If this is not the case, please raise your hand to allow hostess to assist you. You can keep the smart card inserted in the voting device for the entire duration of the meeting. In the event you wish to exercise a split vote on your holdings of either common or special voting shares, or both, please see the secretary of the meeting. You should have received a how-to-vote slide at the entrance of this meeting, which summarizes the voting instructions and can be consulted at any time. I will now summarize how the voting devices work. When voting on each agenda hydro commences and the voting system is activated, the voting device will display the voting options. Please press the button of your choice on the voting device to cast your vote. Press 1 if you would like to vote for the proposal, press 2 if you would like to vote against, and press 3 if you would like to abstain from the proposal. Votes abstained will not be calculated as part of the votes cast. Shareholders were also able to exercise their voting rights prior to the meeting via proxy or web procedure. Only votes submitted before 11:00 p.m. CST on Friday, April 7, 2023, have been considered when calculating the voting results. The voting results will be displayed at the end of each voting item and will be published on the company's website after the meeting, in compliance with applicable laws and regulations. The company has also given the opportunity to follow this Annual General Meeting of Shareholders remotely through webcast. I, therefore, on behalf of the company, thank all those who are connected via webcast. Shareholders were given the opportunity to submit questions regarding the agenda items. Instructions for submitting questions were included in the convening notice and published on the company's website. The company receives a question from one shareholder who did not comply with the instructions set forth in the convening notice as the question did not pertain to any agenda item. At this point in the meeting, we will move into a short corporate review presentation covering material events and financial results for the fiscal year 2022. Suzanne, the floor is yours.

Thank you. Dear shareholders, CNH Industrial finished its first year as a focused agricultural and construction business with an impressive set of results and accomplishments. Our dedicated team of over 40,000 employees redoubled their focus on customers and worked tirelessly to deliver for them in spite of challenging supply chains, significant geopolitical risks and persistent inflation. We face the future with energy and optimism centered on our purpose of breaking new ground through innovation, sustainability and productivity. We unveiled this purpose together with our new strategic priorities and 2024 financial objectives at our Capital Markets Day in February. Our targets and detailed product roadmaps for both the Agriculture and Construction segments were welcomed by the financial community and other stakeholders. Given market uncertainties, we were deliberately cautious in our forecasting. And at least to some extent, this was validated by the adverse conditions that arose during 2022. The agriculture and construction industries that support our businesses are cyclical, so we were pleased that demand in both remained robust throughout the year, particularly in the Americas. Inflation was high throughout most of the world, but our businesses were diligent about maintaining price over cost. We believe planning conservatively is the most prudent way to manage the business for our stakeholders. But, as we demonstrated in 2022, this does not prevent us from capturing upside if markets outperform our expectations. Our global team will always work with integrity and purpose to meet or exceed any standard we set. We wish to thank them for embracing our priorities and making them their own. Alongside their daily work, they have been integral to our culture transformation. This asks every person in every part of the business to adopt our cultural beliefs and take an accountable and collaborative approach to achieve our common goals. I will now turn the meeting over to our CEO, Scott Wine.

Thank you, Suzanne. Before we review the business and financial results for 2022, please note the CNH Industrial Group consolidated financial results being discussed with you today were prepared in accordance with IFRS accounting standards and use the U.S. dollar as the reporting currency. Also, as required by Dutch Law, we have prepared statutory financial statements for our parent company, CNH Industrial N.V. Let us now look at our 2022 business results and an update on our strategy. Looking at the individual segments, agriculture's full year 2022 net revenues were $18 billion, up 22% versus 2021. We are executing on our customer-centric strategy, and customers have responded with continued demand for our high-end products at prices offsetting increased production cost. Adjusted EBIT was $2.5 billion, yielding a margin of 13.7%, an increase of 150 basis points versus last year. Positive price realization and favorable volume and mix more than compensated the higher raw material and freight and higher variable compensation. Construction's net revenue were $3.6 billion, up 16% from 2021. Adjusted EBIT was $119 million, with essentially the identical causal factors affecting the Ag segment. While our adjusted EBIT margin of 3.3% represented a solid improvement in line with our target of creating a more profitable construction business. Financial Services net income was $319 million versus $357 million in 2021. Factors include: Higher risk cost; provisions linked to the termination of the construction business in China; and compressed margins in North America, partly mitigated by robust volumes across all regions and higher recoveries on used equipment sales. 2022 consolidated revenues were $23.5 billion, up 21% in the first year as a pure agriculture and construction player. Robust industry demand for both agriculture and construction equipment, as well as significant year-over-year price realization contributed to substantial growth across segments. Our full year adjusted EBIT of $2.4 billion was up $700 million year-over-year. Adjusted EBIT margin at 11.3% was up 160 basis points. Net income was $1.9 billion or $1.37 per share. Free cash flow from Industrial Activities positive $1.6 billion for the first year, supported by the sound operating performance throughout the year and solid working capital improvements in the fourth quarter. The cash generation allowed us to close the year with positive net cash for Industrial Activities. Our agriculture brands won numerous innovative design awards, including sustainable Tractor of the Year for 2022 for New Holland's T6 Methane Power, the world's first 100% methane-powered production tractor. This tractor helps complete the virtuous cycle fundamental to the energy-independent farm concept. Case IH stood out by receiving 3 American Society for Agriculture and Biological Engineer innovation awards. We began a new chapter in our long-term commitment to sustainability by signing up to the Science Based Targets initiative, or SBTi, at the start of the year. It furthers our pledge to reducing our carbon footprint, ensuring the sustainable life cycle of our products and increasing the eco-efficiency of our operating sites among other goals. We were again recognized by inclusion in the CDP's A List for Global Climate Change stewardship, our 12th consecutive year being named as the industry's top scorer by the Dow Jones Sustainability World and Europe indices, and our 9th consecutive MSCI ESG AAA rating. These are just some of our numerous EAG (sic)[ ESG ] initiatives and programs. You can find out more about these in our 2022 Sustainability Report. In December, we showcased our precision technology and alternative fuel programs and products at our first official Tech Day. Investors, analysts and journalists witnessed the real-world readiness of our ag tech to boost efficiency, yields and ultimately profitability for farmers everywhere. Autonomous tillage, advanced combined automation and precision spraying technology were just 3 of the productivity-enhancing technologies on display. CNH Industrial Ventures was formed in early 2022 to manage our strategic partnerships with innovative enterprises. Its focus is to spearhead breakthrough change in agriculture and construction through strategic investments. CNH Industrial Ventures is managing a set of partnerships, including Monarch Tractor, a dynamic newcomer in the electrified agriculture space; and Stout Industrial Technology, a U.S.-based startup focused on AI-powered smart agriculture implements. Two successful examples of where Ventures arm, made smaller investments before we were eventually deciding to take full control, are: Bennamann, a U.K.-based expert in capturing and re-purposing fugitive methane emissions for energy use; and Augmenta, a machine vision solutions company founded by farmers in Greece that provides a cost-effective means of enabling see-and-act (sic)[ Sense & Act ] technology. Our purchasing, logistics and manufacturing teams work steadfastly to mitigate supply chain pressures in 2022. Their stalwart efforts allowed us, in conjunction with an overloaded supply base, to complete and ship units on time for our dealers and customers. We were pleased to receive continued recognition from leading financial, institutional and industry bodies in 2022. This included both Fitch Ratings and Moody's Investor Services upgrading our ratings in the first quarter of 2022, setting a positive tone for the year with our shareholders. We remain committed to our strategic priorities, customer-inspired innovation, technology leadership, brand and dealer strength, operational excellence and sustainability stewardship. These strategic priorities are derived from the needs and expectations of farmers and construction professionals and will enable us to provide them with the world-class products and technologies they need to make their businesses ever more successful. I will now pass the meeting back to Mr. Smit to handle the formal business of the meeting.

Many thanks, Scott. I now come to the formal business of the meeting, where we discuss and vote on the resolution set out on the agenda for the meeting. As at the record date, that is the 28th day prior to the date of this Annual General Meeting, the company had a total number of 1,760,874,472 issued shares and 1,711,920,027 voting rights. No votes can be cast for any treasury shares held by the company. According to the attendance list, 84.11% of all outstanding shares in the issued capital of the company, as of the record date, are present or represented for this meeting. The total number of voting rights at this meeting amounts to 1,439,931,982. I remind you that votes abstained are not calculated as part of the votes cast. A total of 1,439,919,332 votes have been cast electronically prior to the meeting. These voting instructions have been already processed for each individual agenda item and these votes will be included in the voting results. I now turn to Item 2 of the meeting agenda. The 2022 Annual Report was available on the company's website and at the company's principal office from March 2, 2023, the day when this meeting was convened. sub-Item 2a concerns the reserves and dividend policy. This is a discussion item only. Subject to the adoption of the 2022 Annual Financial Statements by the General Meeting of Shareholders and after the allocation of the relevant amount to the special voting shares of dividend reserve, the Board proposes to distribute a dividend in cash of EUR 0.36 per common share, totaling approximately EUR 483 million, equivalent to approximately USD 511 million. The proposed dividend is in line with CNH Industrial's dividend policy, which generally permits annual dividends of between 25% to 35% of its consolidated net income in any one year. Sub-Item 2b concerns the adoption of the 2022 Annual Financial Statements, and this is the first voting item. The company's 2022 Annual Financial Statements have been approved by the Board and audited by Ernst & Young Accountants LLP, with an unqualified audit opinion. Mr. Laan, who I introduced earlier as the representative of Ernst & Young LLP, is available to take questions relating to the Ernst & Young LLP's report on the financial statements. The Board proposes that the Annual Financial Statements for 2022 should be adopted. Sub-Item 2c concerns the proposal of a dividend for 2022 of EUR 0.36 per common share. This is also a voting item. The Board recommends a dividend of EUR 0.36 per common share. This results in a 2022 total dividend amount of approximately EUR 483 million. Shareholders holding common shares traded on the New York Stock Exchange on the record date will receive a dividend in U.S. dollars at the official U.S. dollar to euro exchange rate on April 20, 2023, as reported by the European Central Bank. Under sub-Item 2d, shareholders are invited to vote on the proposal to discharge the executive directors and the nonexecutive directors for the performance of his or her duties in 2022. This release of liability is limited to facts known on the basis of the annual report and its financial statements, statements made during this meeting and facts otherwise disclosed by the company. The company received no advanced questions on Item 2. As there are no further questions, we will now turn to voting on the relevant sub-items. First, I put sub-Item 2b on the agenda to vote, that is the adoption of the 2022 Annual Financial Statements, and I request the operator to activate the voting system. You may now cast your votes. [Voting]

Voting is closed. And the proposal of sub-Item 2b has been approved and the 2022 Annual Financial Statements have been adopted by the meeting. I now turn to sub-Item 2c on the agenda, proposal of a dividend for 2022 of EUR 0.36 per common share. And I request the operator to activate the voting system. [Voting]

Voting is closed. As displayed, the proposal has been approved. Lastly, Item 2d on the agenda to vote, and that is the proposal to discharge the executive directors and the nonexecutive directors for the performance of their duties in 2022. And I request the operator to activate the voting system. [Voting]

Vote is now closed. And as displayed, the proposal has been approved. I now move to the next item on the meeting agenda. Sub-Item 3a concerns the application of the Remuneration Policy for 2022. This is an advisory voting item, and therefore the voting results will be regarded as such. In the Remuneration Report for 2023, the company will explain how the advisory vote of the shareholders in this Annual General Meeting of Shareholders has been considered. The Director's Remuneration Report for 2022 is disclosed in the company's annual report and gives an overview of how the Remuneration Policy has been implemented in 2022. The Remuneration Report included in the Compensation of Directors section of the 2022 EU Annual Report has been prepared in line with the legal disclosure requirements contained in Dutch civil code, implementing the European shareholders' rights directive. Under sub-Item 3b, shareholders are invited to vote on the proposal to approve the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans in accordance with the company's articles of association. The company received no advanced questions on Item 3. As there are no further questions, we will now turn to voting on the relevant sub-items. Sub-Item 3a on the agenda is the application of the Remuneration Policy in 2022, and I request the operator to activate the voting system. [Voting]

Voting is closed. And I established at the general meeting advised positively in relation to the application of the Remuneration Policy in 2022. Sub-Item 3b on the agenda, approval of the plan to grant rights to subscribe for common shares to executive directors under equity incentive plans, and I request the operator to activate the voting system. [Voting]

Voting is closed. And as shown, the proposal has been approved. I now move to the next item on the meeting agenda. Pursuant to the articles of association of the company, the term of office of the executive directors and the nonexecutive directors expires on the day of the first Annual General Meeting of Shareholders held in the following calendar year. Each executive director and each nonexecutive director may be reappointed at any subsequent Annual General Meeting of Shareholders. The nonexecutive directors, on behalf of the CNH Industrial Board of Directors, believe that the Board of Directors should be composed of a diverse set of individuals who bring an appropriate mix of skills and professional backgrounds to advise a company that operates internationally across several business areas. The composition of the Board should also be balanced between executive directors, who hold responsibility for the day-to-day management, and are vested with executive powers; and nonexecutive directors. In addition, the presence of independent nonexecutive directors is essential to protect the interest of all shareholders and other stakeholders. Based on the proposal made by the Environmental, Social and Governance Committee, the Board proposes that the number of directors be set at 9, a number deemed appropriate for the effective functioning of the Board and its committees. In line with the articles of association of the company, the new term of office of the directors will expire on the day of the first Annual General Meeting of Shareholders that will be held in 2024. The directors' remuneration will comply with the company's remuneration policy. The Board believes that the contribution and performance of the executive directors seeking reappointment continues to be effective and that each has demonstrated commitment to their respective roles in the company. Accordingly, the Board has recommended to reappoint Suzanne Heywood and Scott W. Wine as executive directors. The Board also believes that the contribution and performance of the nonexecutive directors seeking reappointment continues to be effective, and that each has demonstrated a commitment to their respective roles in the company. Accordingly, the Board has recommended that Howard W. Buffett, Karen Linehan, Alessandro Nasi, Vagn Sørensen and Åsa Tamsons be reappointed as nonexecutive directors. The Board of Directors has also recommended the appointment of Elizabeth Bastoni and Richard J. Kramer as nonexecutive directors. The detailed biographical information concerning each candidate for reappointment or appointment is available on the company's website. The Board has confirmed that the executive directors and nonexecutive directors are eligible and that they have each stated their willingness to accept either a reappointment or an appointment. The company received no advanced questions on this agenda, Item 4. And as there are no further questions, we will now turn to voting on the relevant sub-items. Sub-Item 4a on the agenda, the reappointment of Suzanne Heywood as executive director, and I request the operator to activate the voting system. Please cast your votes. [Voting]

Voting is now closed. The proposal has been approved, and Suzanne Heywood has been reappointed as executive director. Congratulations, Suzanne. Agenda sub-Item 4b relates to the appointment of Scott W. Wine as executive director, and I request the operator to activate the voting system. [Voting]

I now declare that the voting on this item is closed. The proposal has been approved, and Scott W. Wine has been appointed as executive director. Congratulations, Scott. Agenda sub-Item 4c relates to the reappointment of Howard W. Buffett as nonexecutive director, and I request the operator to activate the voting system. [Voting]

Voting is closed. The proposal has been approved and Howard W. Buffett has been reappointed as nonexecutive director. Agenda sub-Item 4d relates to the reappointment of Karen Linehan as nonexecutive director, and I request the operator to activate the voting system. [Voting]

Voting is closed. The proposal has been approved, and Karen Linehan has been reappointed as nonexecutive director. Agenda sub-Item 4e relates to the reappointment of Alessandro Nasi as nonexecutive director, and I request the operator to activate the voting system. [Voting]

Voting is closed. Proposal has been approved, and Alessandro Nasi has been reappointed as nonexecutive director. Agenda sub-Item 4f relates to the reappointment of Vagn Sørensen as nonexecutive director. I request the operator to activate the voting system. [Voting]

The proposal has been approved, and Vagn Sørensen has been reappointed as nonexecutive director. Agenda sub-Item 4g relates to the reappointment of Åsa Tamsons as nonexecutive director, and I request the operator to activate the voting system. [Voting]

Voting is closed. The proposal has been approved and Åsa Tamsons has been reappointed as nonexecutive director. Agenda sub-Item 4h relates to the appointment of Elizabeth Bastoni as nonexecutive director, and I request the operator to activate the voting system. [Voting]

The proposal has been approved, and Elizabeth Bastoni has been appointed as nonexecutive director. Agenda sub-Item 4i relates to the appointment of Richard J. Kramer as nonexecutive director, and I request the operator to activate the voting system. [Voting]

Voting is now closed. The proposal has been approved, and Richard J. Kramer has been appointed as nonexecutive director. I will now move on to the following items on the agenda. Under Dutch law, the company may issue new shares or acquire its own shares if the Board has been vested with the authority to do so by the General Meeting of Shareholders. Under agenda sub-Item 5a, shareholders are invited to vote on the authorization to issue shares and/or to grant rights to subscribe for shares. At the Annual General Meeting of Shareholders on April 13, 2018, the General Meeting of Shareholders authorize the Board of Directors to issue and to grant rights to subscribe for shares. Since this authorization has expired, after consideration of market practices and engagement with certain institutional investors who are shareholders of our company, the General Meeting of Shareholders is now requested to grant a new authorization. It is proposed that the General Meeting of Shareholders authorizes the Board of Directors for a period of 18 months beginning April 14, 2023 to issue shares or grant rights to subscribe for shares. The authorization will be limited to 10% of the company's issued share capital per the date of the Annual General Meeting of 2023. The authorization may be used in connection with awards under the company's equity incentive plans, but may also serve other purposes such as the funding of acquisitions. Under agenda sub-Item 5b, shareholders are invited to vote on the authorization to limit or exclude preemptive rights. At the Annual General Meeting of Shareholders on April 13, 2018, the General Meeting of Shareholders authorized the Board of Directors to limit or exclude preemptive rights in relation to the issue and the grant of rights to subscribe for shares. Since this authorization has expired, the General Meeting of Shareholders is now requested to grant a new authorization. After consideration of market practices and engagement with certain institutional investors for our shareholders of our company, it is proposed that the General Meeting of Shareholders authorize the Board of Directors for a period of 18 months, beginning April 14, 2023, to restrict or exclude shareholders' preemptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under agenda Item 5a. Sub-Item 5c concerns the authorization to issue special voting shares. At the Annual General Meeting of Shareholders on April 13, 2018, the General Meeting of Shareholders authorize the Board of Directors to issue and/or grant rights to subscribe for special voting shares. This authorization is requested in the event, pursuant to our bylaws, when one or more shareholders who satisfy the special voting shareholding period and other requirements contained in our bylaws, such as uninterrupted holding of common shares for 3 years, registration in special voting share register for 3 years, et cetera, requires the company to issue special voting of shares. To meet its potential future requests, the General Meeting of Shareholders is now requested to grant a new authorization. It is therefore proposed that the General Meeting of Shareholders authorize the Board of Directors to issue special voting shares for a period of 5 years beginning on the date the current authorization expires on September 27, 2023. The authorization will be limited to 10% of the company's issued share capital per the date of the Annual General Meeting of 2023. Sub-Item 5d concerns the authorization to repurchase own shares. At the Annual General Meeting of Shareholders on April 13, 2022, the General Meeting of Shareholders authorized the Board of Directors to acquire common shares in its own share capital. The general meeting of shareholders is now requested to renew this current authorization of the Board of Directors. It is proposed to the General Meeting of Shareholders to authorize the Board of Directors for a period of 18 months, beginning on April 14, 2023, to acquire common shares in its own share capital on Euronext Milan or the New York Stock Exchange, or through other means including but not limited to derivatives, private, over-the-counter, or block trades or otherwise, subject to the conditions set forth in the explanatory notes. The company received no advanced questions in relation to Item 5. And as there are no further questions, I suggest that we now turn to voting on the relevant sub-items. Starting with sub-Item 5a on the agenda, the authorization to issue shares and/or grant rights to subscribe for shares. And I request the operator to activate the voting system. [Voting]

Voting is closed. As displayed, the proposal has been approved. Sub-Item 5b on the agenda, authorization to limit or exclude preemptive rights. And I request the operator to activate the voting system. [Voting]

Vote is now closed. As shown, the proposal has been approved. Sub-Item 5c on the agenda, the authorization to issue special voting shares. And I request the operator to activate the voting system. [Voting]

Vote now closed. And that proposal has also been approved. Sub-Item 5d on the agenda, authorization to repurchase own shares, and I request the operator to activate the voting system. [Voting]

Vote is closed. And as shown, the proposal has been approved. I will now move on to the following items on the agenda. Under the applicable laws and regulations, Ernst & Young Accountants LLP is no longer allowed to audit the company's financial statements following the issuance of its audit opinion with the 2022 financial statements. Hence, at the Annual General Meeting of Shareholders on April 13, 2022, the General Meeting of Shareholders approved the appointment of Deloitte as the company's independent auditor for the 2023 financial year. The Board continues to support and recommend the appointment of Deloitte and therefore is requiring your approval of such appointment for the role of the independent auditor of the company for the 2024 financial year. The company received no advanced questions on this agenda, Item 6. And as there are no further questions, I suggest that we turn to voting on this item. And I request the operator to activate the voting system. [Voting]

Vote is now closed. The proposal has been approved, and I would like to thank you all for casting your votes. Ladies and gentlemen, as there are no further items to discuss or resolve upon, that concludes the formal business of the meeting. I declare the meeting closed. And on behalf of the entire Board, I would like to thank you very much for attending this meeting.