CNH Industrial N.V 10-Q for FY2025 Q3
CNH Industrial N.V. (CNH)
10-Q
2025-11-07
For: 2025-09-30
View Original
Added on
April 12, 2026
About this 10-Q
CNH Industrial N.V filed this 10-Q on November 7, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.4B
- down 5.5% from $4.65B a year earlier
- Net income
- $80M
- down 73.9% from net income of $306M a year earlier
- Diluted EPS
- $0.06
- down 75.0% from $0.24 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2025
OR
| 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: 001-36085
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | ||||||||||||||
Registrant's telephone number including area code: +44 207 925 1964
Former name, former address and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
At September 30, 2025, 1,246,404,668 common shares, par value €0.01 per share, of the registrant were outstanding.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
CNH INDUSTRIAL N.V.
CONSOLIDATED BALANCE SHEETS
As of September 30, 2025 and December 31, 2024
(Unaudited)
| (in millions of dollars) | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Trade receivables, net | |||||||||||
| Financing receivables, net | |||||||||||
| Financial receivables from Iveco Group N.V. | |||||||||||
| Inventories, net | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Investments in unconsolidated subsidiaries and affiliates | |||||||||||
| Equipment under operating leases | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Derivative assets | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Debt | $ | $ | |||||||||
| Financial payables to Iveco Group N.V. | |||||||||||
| Trade payables | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension, postretirement and other postemployment benefits | |||||||||||
| Derivative liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
Common shares, € | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements
1
CNH INDUSTRIAL N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions of dollars and shares, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Finance, interest and other income | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Restructuring expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total Costs and Expenses | |||||||||||||||||||||||
| Income of Consolidated Group before Income Taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Equity in income of unconsolidated subsidiaries and affiliates | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income attributable to CNH Industrial N.V. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to common shareholders | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the consolidated financial statements
2
CNH INDUSTRIAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions of dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges | ( | ( | |||||||||||||||||||||
| Changes in retirement plans' funded status | ( | ( | |||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Share of other comprehensive income (loss) of entities using the equity method | ( | ( | |||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to CNH Industrial N.V. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to the consolidated financial statements
3
CNH INDUSTRIAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2025 and 2024
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (in millions of dollars) | 2025 | 2024 | |||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net Income (loss) | $ | $ | |||||||||
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||||||||||
| Depreciation and amortization expense excluding depreciation and amortization of assets under operating leases | |||||||||||
| Depreciation and amortization expense of assets under operating leases | |||||||||||
| (Gain) loss on disposal of assets | ( | ||||||||||
| Undistributed (income) loss of unconsolidated subsidiaries | ( | ||||||||||
| Other non-cash items | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Provisions | ( | ||||||||||
| Deferred income taxes | ( | ||||||||||
| Trade and financing receivables related to sales, net | |||||||||||
| Inventories, net | ( | ( | |||||||||
| Trade payables | ( | ( | |||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Net cash provided (used) by operating activities | |||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Additions to retail receivables | ( | ( | |||||||||
| Collections of retail receivables | |||||||||||
| Proceeds from sale of assets, excluding assets under operating leases | |||||||||||
| Expenditures for property, plant and equipment and intangible assets, excluding assets under operating leases | ( | ( | |||||||||
| Expenditures for assets under operating leases | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided (used) by investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Net increase (decrease) in other financial liabilities | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Net cash provided (used) by financing activities | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of year | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Components of cash, cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements
4
CNH INDUSTRIAL N.V.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three and Nine Months Ended September 30, 2025
(Unaudited)
| (in millions of dollars) | Common Shares | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | — | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | ( | ( | — | |||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to the consolidated financial statements
5
CNH INDUSTRIAL N.V.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the Three and Nine Months Ended September 30, 2024
(Unaudited)
| (in millions of dollars) | Common Shares | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total | Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | ( | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Common shares issued from treasury stock and capital increase for share-based compensation | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other changes | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to the consolidated financial statements
6
CNH INDUSTRIAL N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
CNH Industrial N.V. ("CNH" or the "Company") is incorporated in, and under the laws of, the Netherlands. CNH is a leading company in the capital goods sector that designs, produces and sells agricultural and construction equipment. In addition, CNH's Financial Services segment offers an array of financial products and services. In addition, CNH's Financial Services segment offers a range of financial products and services, including retail financing for the purchase or lease of new and used equipment from CNH and other manufacturers. The segment also offers additional retail financing programs and wholesale financing options to support its dealer network.
CNH has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The consolidated financial statements include CNH Industrial N.V. and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars and unless otherwise indicated, all financial data set forth in these consolidated financial statements are expressed in U.S. dollars. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting only of normal recurring adjustments, have been reflected in these consolidated financial statements. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim financial statements should be read in conjunction with the financial statements and the notes thereto appearing in the Company's annual report on Form 10-K for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related accompanying notes and disclosures. Significant uncertainties, including persistent inflation, increased tariffs and other trade restrictions and other geopolitical events may impact the Company's business, which may cause actual results to differ materially from the estimates and assumptions used in preparation of the financial statements including, but not limited to, future cash flows associated with goodwill, indefinite life intangibles, definite life intangibles, long-lived impairment tests, determination of discount rates and other assumptions for pension and other postretirement benefit expense and income taxes. Changes in estimates are recorded in results of operations in the period during which the events or circumstances giving rise to such changes occur.
Certain financial information in this report has been presented by geographic region. Our geographic regions are: (1) North America; (2) Europe, Middle East and Africa ("EMEA"); (3) South America and (4) Asia Pacific. The geographic designations have the following meanings:
•North America: United States, Canada and Mexico;
•EMEA: member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Türkiye, Uzbekistan, Pakistan, the African continent, and the Middle East;
•South America: Central and South America, and the Caribbean Islands; and
•Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.
7
2. NEW ACCOUNTING PRONOUNCEMENTS
Not Yet Adopted
Accounting for Internal-Use Software
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages. Under this standard, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. This update is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and contract assets. The expedient allows an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset. This update is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The amendments in this update should be applied prospectively. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Business Combinations and Consolidations
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topics 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). This standard clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. The amendments in this update are effective for interim reporting periods and fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted, and the amendments in this update should be applied prospectively to acquisitions after the adoption date. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity's expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact of this guidance on its disclosures in the consolidated financial statements.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects to adopt the new disclosures as required on Form 10-K for the year ended December 31, 2025.
8
Disclosure Improvements
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the ASC. These amendments align the requirements in the ASC with the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not anticipate that the ASU will have a material effect on its financial statements and related disclosures.
3. REVENUE
The following table summarizes revenues for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Agriculture | $ | $ | $ | $ | ||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||
| Total Industrial Activities | ||||||||||||||||||||||||||
| Financial Services | ||||||||||||||||||||||||||
| Eliminations and other | ( | ( | ||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
The following table disaggregates revenues by major source for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues from: | ||||||||||||||||||||||||||
| Sales of goods | $ | $ | $ | $ | ||||||||||||||||||||||
| Rendering of services and other revenues | ||||||||||||||||||||||||||
| Revenues from sales of goods and services | ||||||||||||||||||||||||||
| Finance and interest income | ||||||||||||||||||||||||||
| Rents and other income on operating lease | ||||||||||||||||||||||||||
| Finance, interest and other income | ||||||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
Contract liabilities recorded in "Other liabilities" were $112 million and $72 million at September 30, 2025 and December 31, 2024, respectively. Contract liabilities primarily relate to extended warranties. During the three and nine months ended September 30, 2025, revenues included $5 million and $14 million, respectively, relating to contract liabilities outstanding at the beginning of each period. During the three and nine months ended September 30, 2024 revenues included $4 million and $13 million, respectively, relating to contract liabilities outstanding at the beginning of each period.
4. VARIABLE INTEREST ENTITIES
The Company consolidates various securitization trusts and facilities that have been determined to be VIEs and of which the Company is a primary beneficiary. The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs. For further information regarding VIEs, please see "Note 9: Receivables."
9
The following table presents certain assets and liabilities of consolidated VIEs, which are included in the consolidated balance sheets included in this report. The assets in the table below include those assets that can only be used to settle obligations of the consolidated VIEs. The liabilities in the table below include third-party liabilities of the consolidated VIEs for which creditors do not have recourse to the general credit of the Company (in millions of dollars).
| September 30, 2025 | December 31, 2024 | ||||||||||
| Restricted cash | $ | $ | |||||||||
| Financing receivables | |||||||||||
| Total Assets | $ | $ | |||||||||
| Debt | $ | $ | |||||||||
| Total Liabilities | $ | $ | |||||||||
5. EARNINGS PER SHARE
The Company's basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period.
Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock units and performance stock units are considered dilutive securities.
A reconciliation of basic and diluted earnings per share is as follows (in millions of dollars and shares, except per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic EPS attributable to common shareholders | |||||||||||||||||||||||
| Net income (loss) attributable to CNH Industrial N.V. | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding—basic | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted EPS attributable to common shareholders | |||||||||||||||||||||||
| Weighted average common shares outstanding—basic | |||||||||||||||||||||||
Dilutive effect of stock compensation plans(1) | |||||||||||||||||||||||
| Weighted average common shares outstanding—diluted | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | $ | $ | |||||||||||||||||||
(1)For the three and nine months ended September 30, 2025, no 118,000 and 26,000 shares, respectively, were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.
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6. EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT BENEFITS
The following table summarizes the components of net periodic benefit cost of CNH's defined benefit pension plans and postretirement health and life insurance plans for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Pension | Healthcare | Other | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||||||||||||||
| Prior service credit | ( | ( | |||||||||||||||||||||||||||||||||
| Actuarial loss (gain) | |||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Pension | Healthcare | Other | |||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||||||||||||||
| Prior service credit | ( | ( | |||||||||||||||||||||||||||||||||
| Actuarial loss (gain) | ( | ( | |||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||
7. INCOME TAXES
The effective tax rate for the three months ended September 30, 2025 and 2024 was 2.0 % and 20.8 %, respectively. The decrease in the 2025 effective tax rate was primarily due to geographic income mix and discrete items, including favorable provision-to-return adjustments and other one-time items.
The effective tax rate for the nine months ended September 30, 2025 and 2024 was 25.4 % and 20.3 %, respectively. The increase in the 2025 effective tax rate was due to geographic income mix and a smaller rate reduction from the discrete impact on period earnings from Argentina's highly inflationary economy. The 2024 effective tax rate declined due to discrete tax benefits, including the impact of highly inflationary accounting and tax-related inflation adjustments in Argentina.
The Organization for Economic Cooperation and Development (the "OECD") has proposed a global minimum tax of 15% of reported profits ("Pillar Two") that has been agreed upon in principle by over 140 countries. Pillar Two legislation has been enacted in one or more jurisdictions in which the Company operates and the Company has determined that it falls within the scope of the legislation. The Company has assessed the impact of the Pillar Two legislation and related transitional safe harbor provisions and does not expect the tax impacts of the legislation to have a material impact on the Company's financial results during 2025.
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8. SEGMENT REPORTING
The operating segments through which the Company manages its operations are reflected in the internal reporting used by the Company's Chief Operating Decision Maker ("CODM") to assess performance and make decisions about resource allocation. The CODM has been identified as the Chief Executive Officer ("CEO"). The CEO is charged with the management of CNH, reviews operating performance of the segments and makes decisions on certain operational matters. The CEO, supported by the Global Leadership Team ("GLT"), presents to the Board of Directors the Company's operating results, updated strategic business plans, and long-term value creation strategies as well as top short-term and mid-term operational and strategic risks. The presentations to the Board of Directors allow management to articulate their strategies for the achievement of their business objectives and mitigation of risks and permit the Board of Directors to give feedback on management's plans.
The segments are organized based on products and services provided by the Company. CNH has three
Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands. Regionally focused brands include: STEYR, for agricultural tractors; Flexi-Coil, specializing in tillage and seeding systems; and Miller, for manufacturing application equipment. The Raven brand supports Precision Agriculture, digital technology and the development of autonomous systems. Hemisphere, acquired in 2023, provides high-performance satellite positioning technology for the agriculture and construction industries.
Construction designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments. Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.
Financial Services provides and administers financing to end-use customers for the purchase of new and used agricultural and construction equipment and components sold through CNH's dealer network, as well as revolving charge account financing and other financial services. Financial Services also provides wholesale financing to CNH dealers and distributors primarily to finance inventories of equipment. Furthermore, Financial Services provides trade receivables factoring services to CNH subsidiaries. The European Financial Services operations are supported by the Iveco Group's Financial Services segment. Financial Services also provides financial products and services to dealers and end customers of Iveco Group companies in the North America, South America and Asia Pacific regions. The segment is referred to commercially as CNH Capital - the captive financial provider for the CNH family of brands, specializing in agricultural and construction equipment. In Brazil, it operates under the brand of Banco CNH.
Revenues for each reported segment are those directly generated by or attributable to the segment as a result of the respective business activities and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at normal market prices. Segment expenses represent costs arising from each segment's business activities with both third parties and other operating segments. These expenses are either directly attributable to the segment or allocated to it using recognized allocation bases, reflecting the amount of expenses that would be required if the segment operated autonomously from the larger group. Allocations are necessary to report segment data due to the integrated nature of our operations as well as the use of shared administrative functions and common support services. Expenses deriving from business activities with other segments are recognized at normal market prices.
With reference to the Agriculture and Construction segments, the CODM assesses segment performance and makes decisions about resource allocation based upon Adjusted EBIT. The Company believes Adjusted EBIT more fully reflects the Agriculture and Construction segments' profitability. Adjusted EBIT of the Agriculture and Construction segments is defined as net income (loss) before income taxes, Financial Services' results, Industrial Activities' segments interest expenses (net), foreign exchange gains/losses, finance and non-service component of pension and other postemployment benefit costs, restructuring expenses, and certain non-recurring and unallocated items. In particular, non-
12
recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.
With reference to Financial Services, the CODM assesses segment performance and makes decisions about resource allocation based on Income before income taxes.
The CODM uses both Adjusted EBIT of Agriculture and Construction and Income before income taxes of Financial Services predominantly in the annual budget and forecasting process. The CODM considers actual-to-budget and actual-to-forecast variances on a monthly basis for both measures when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses Adjusted EBIT for Agriculture and Construction and Income before income taxes of Financial Services to evaluate any pricing strategy, to assess and compare the performance of each segment and to determine compensation of certain employees.
The following tables include reported segment revenue and income, significant segment expenses and other significant items considered in the calculation of Adjusted EBIT for Industrial Activities and Income before income taxes for Financial Services, for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Agriculture | Construction | Financial Services(1) | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||||||||
| Finance, interest and other income | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ( | ( | ||||||||||||||||||||
| Research and development expenses | ( | ( | |||||||||||||||||||||
| Interest expense (Financial Services) | — | — | ( | ||||||||||||||||||||
| Restructuring Expenses (Financial Services) | — | — | |||||||||||||||||||||
| Other, net (Financial Services) | — | — | ( | ||||||||||||||||||||
| Equity in income of joint ventures | |||||||||||||||||||||||
Adjusted EBIT [A] | n/a | ||||||||||||||||||||||
Income before income taxes [B] | n/a | n/a | |||||||||||||||||||||
Segment Profit/(loss) [C=A+B] | $ | ||||||||||||||||||||||
| Interest income/(expenses), net (excluding Financial Services) | $ | ( | |||||||||||||||||||||
| Restructuring expenses (Industrial Activities) | ( | ||||||||||||||||||||||
| Foreign exchange (gains) losses, net (Agriculture & Construction) | ( | ||||||||||||||||||||||
Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction)(3) | ( | ||||||||||||||||||||||
Unallocated amounts(4) | ( | ||||||||||||||||||||||
Discrete items excluded from Segments(5) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ||||||||||||||||||||||
13
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Agriculture | Construction | Financial Services(1) | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||||||||
| Finance, interest and other income | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ( | ( | ||||||||||||||||||||
| Research and development expenses | ( | ( | |||||||||||||||||||||
| Interest expense (Financial Services) | — | — | ( | ||||||||||||||||||||
| Restructuring expenses (Financial Services) | — | — | |||||||||||||||||||||
| Other, net (Financial Services) | — | — | ( | ||||||||||||||||||||
| Equity in income of joint ventures | |||||||||||||||||||||||
Adjusted EBIT [A] | n/a | ||||||||||||||||||||||
Income before income taxes [B] | n/a | n/a | |||||||||||||||||||||
Segment Profit/(loss) [C=A+B] | $ | ||||||||||||||||||||||
| Interest income/(expenses), net (excluding Financial Services) | $ | ( | |||||||||||||||||||||
| Restructuring expenses (Industrial Activities) | ( | ||||||||||||||||||||||
| Foreign exchange (gains) losses, net (Agriculture & Construction) | ( | ||||||||||||||||||||||
Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction)(3) | |||||||||||||||||||||||
Unallocated amounts(4) | ( | ||||||||||||||||||||||
Discrete items excluded from Segments(5) | |||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ||||||||||||||||||||||
14
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Agriculture | Construction | Financial Services(1) | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||||||||
| Finance, interest and other income | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ( | ( | ||||||||||||||||||||
| Research and development expenses | ( | ( | |||||||||||||||||||||
| Interest expense (Financial Services) | — | — | ( | ||||||||||||||||||||
| Restructuring expenses (Financial Services) | — | — | |||||||||||||||||||||
| Other, net (Financial Services) | — | — | ( | ||||||||||||||||||||
| Equity in income of joint ventures | |||||||||||||||||||||||
Adjusted EBIT [A] | n/a | ||||||||||||||||||||||
Income before income taxes [B] | n/a | n/a | |||||||||||||||||||||
Segment Profit/(loss) [C=A+B] | $ | ||||||||||||||||||||||
| Interest income/(expenses), net (excluding Financial Services) | $ | ( | |||||||||||||||||||||
| Restructuring expenses (Industrial Activities) | ( | ||||||||||||||||||||||
| Foreign exchange (gains) losses, net (Agriculture & Construction) | ( | ||||||||||||||||||||||
Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction)(3) | ( | ||||||||||||||||||||||
Unallocated amounts(4) | ( | ||||||||||||||||||||||
Discrete items excluded from Segments(5) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ||||||||||||||||||||||
15
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Agriculture | Construction | Financial Services(1) | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | ||||||||||||||||||||
| Finance, interest and other income | |||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||
Selling, general and administrative expenses(2) | ( | ( | ( | ||||||||||||||||||||
| Research and development expenses | ( | ( | |||||||||||||||||||||
| Interest expense (Financial Services) | — | — | ( | ||||||||||||||||||||
| Restructuring expenses (Financial Services) | — | — | ( | ||||||||||||||||||||
| Other, net (Financial Services) | — | — | ( | ||||||||||||||||||||
| Equity in income of joint ventures | |||||||||||||||||||||||
Adjusted EBIT [A] | n/a | ||||||||||||||||||||||
Income before income taxes [B] | n/a | n/a | |||||||||||||||||||||
Segment Profit/(loss) [C=A+B] | $ | ||||||||||||||||||||||
| Interest income/(expenses), net (excluding Financial Services) | $ | ( | |||||||||||||||||||||
| Restructuring expenses (Industrial Activities) | ( | ||||||||||||||||||||||
| Foreign exchange (gains) losses, net (Agriculture & Construction) | ( | ||||||||||||||||||||||
Finance and non-service component of Pension and other postemployment benefit costs (Agriculture & Construction)(3) | ( | ||||||||||||||||||||||
Unallocated amounts(4) | ( | ||||||||||||||||||||||
Discrete items excluded from Segments(5) | ( | ||||||||||||||||||||||
| Income tax expense | ( | ||||||||||||||||||||||
| Net income (loss) | $ | ||||||||||||||||||||||
(1)For Financial Services, the CODM uses Income before income taxes as the measure to allocate resources and assess segment performance.
(2)This item included risk costs for the Financial Services segment of $132 million and $263 million for the three and nine months ended September 30, 2025, respectively, and $81 million and $173 million for the three and nine months ended September 30, 2024.
(3)For the three and nine months ended September 30, 2025 and 2024, this item included a pre-tax gain of $6 18 four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
(4)Unallocated amounts include certain corporate costs and other operating expenses and incomes not allocated to segments' results.
(5)For the three and nine months ended September 30, 2025, this item includes a $49 10 14 15 million loss on the sale of certain non-core product lines.
There are no segment assets reported to the CODM for assessing performance and allocating resources. However, the CODM reviews expenditures for long-lived assets by operating segment, therefore, this information is presented below as well.
16
The following tables summarize additional operating segment information (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Agriculture | $ | $ | $ | $ | |||||||||||||||||||
| Construction | |||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Eliminations and other | ( | ( | |||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | |||||||||||||||||||
Depreciation and amortization(1) | |||||||||||||||||||||||
| Agriculture | $ | $ | $ | $ | |||||||||||||||||||
| Construction | |||||||||||||||||||||||
| Other activities and adjustments | |||||||||||||||||||||||
| Depreciation and amortization of Industrial Activities | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Total Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
Expenditures for long-lived assets(2) | |||||||||||||||||||||||
| Agriculture | $ | $ | $ | $ | |||||||||||||||||||
| Construction | |||||||||||||||||||||||
| Other activities | |||||||||||||||||||||||
| Expenditures for long-lived assets of Industrial Activities | |||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||
| Total Expenditures for long-lived assets | $ | $ | $ | $ | |||||||||||||||||||
(1)Excluding equipment on operating leases.
(2)Excluding equipment on operating leases and right-of-use assets.
| September 30, 2025 | December 31, 2024 | ||||||||||
| Inventory | |||||||||||
| Agriculture | $ | $ | |||||||||
| Construction | |||||||||||
| Financial Services | |||||||||||
| Total Inventory | $ | $ | |||||||||
| Equity Method Investments | |||||||||||
| Agriculture | $ | $ | |||||||||
| Financial Services | |||||||||||
| Total Equity Method Investments | $ | $ | |||||||||
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9. RECEIVABLES
Financing Receivables, net
A summary of financing receivables as of September 30, 2025 and December 31, 2024 is as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Retail | $ | $ | |||||||||
| Wholesale | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
Included in the financing receivables balance at September 30, 2025 and December 31, 2024 is unearned finance income and unamortized deferred fees and costs of $573 million and $533 million, respectively, and allowance for credit losses of $628 million and $424 million, respectively.
CNH provides and administers retail note and lease financing to end-use customers for the purchase of new and used equipment and components sold through its dealer network, as well as revolving charge account financing. The terms of retail notes and finance leases generally range from to seven years , and interest rates vary depending on the prevailing market interest rates and certain incentive programs offered on behalf of and sustained by Industrial Activities. Revolving charge accounts are generally accompanied by higher interest rates than the Company's other retail financing products, require minimum monthly payments and do not have pre-determined maturity dates.
Wholesale receivables arise primarily from dealer floorplan financing, and to a lesser extent, the financing of dealer operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have "interest-free" periods of up to twelve months and stated original maturities of up to twenty-four months , with repayment accelerated upon the sale of the underlying equipment by the dealer. Financial Services is compensated by Industrial Activities for providing the "interest-free" period based on market interest rates. After the expiration of any "interest-free" period, interest is charged to dealers on outstanding balances until CNH receives payment in full. The "interest-free" periods are determined based on the type of equipment sold and the time of year of the sale. The Company evaluates and assesses dealers on an ongoing basis as to their creditworthiness. CNH may be obligated to repurchase the dealer's equipment upon cancellation or termination of the dealer's contract for such causes as change in ownership, closeout of the business, or default. There were no
Transfers of Financial Assets
As part of its overall funding strategy, CNH periodically transfers certain receivables into bankruptcy-remote special purpose entities ("SPEs") as part of its asset-backed securitization ("ABS") programs or into factoring transactions.
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. 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 are consolidated since the Company has both the power to direct the activities that most significantly impact the SPEs' economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs. Therefore, the SPEs do not meet the accounting criteria for deconsolidation. As a result, they are accounted for as a secured borrowing.
Certain securitization vehicles are also VIEs and consequently, the VIEs are consolidated since the Company has both the power to direct the activities that most significantly impact the VIEs' economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs.
The Company may retain all or a portion of the subordinated interests in the SPEs. No recourse provisions exist that allow holders of the asset-backed securities issued by the trusts to put those securities back to the Company, although the Company provides customary representations and warranties that could give rise to an obligation to repurchase from the trusts any receivables for which there is a breach of the representations and warranties. Moreover, the Company does not guarantee any securities issued by the trusts. The trusts have a limited life and generally terminate upon final distribution of amounts owed to investors or upon exercise of a cleanup-call option by the Company, in its role as servicer.
Factoring transactions may be either with recourse or without recourse; certain without recourse transfers include deferred payment clauses (e.g., when the payment by the factor of a minor part of the purchase price is dependent on the total amount collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in
18
the losses, or requires a significant exposure to the cash flows arising from the transferred receivables to be retained. These types of transactions do not qualify for the derecognition of the assets, since the risks and rewards connected with collection are not substantially transferred and, accordingly, CNH continues to recognize the receivables transferred by this means in its consolidated balance sheet and a financial liability of the same amount under asset-backed financing.
The secured borrowings related to the transferred receivables are obligations that are payable as the receivables are collected. At September 30, 2025 and December 31, 2024, the carrying amount of such restricted assets included in financing receivables are the following (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Retail | $ | $ | |||||||||
| Wholesale | |||||||||||
| Total | $ | $ | |||||||||
Allowance for Credit Losses
Allowance for credit losses for the three and nine months ended September 30, 2025 and 2024 is as follows (in millions of dollars):
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| Retail | Wholesale | Retail | Wholesale | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision | |||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries | |||||||||||||||||||||||
| Foreign currency translation and other | |||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Retail | Wholesale | Retail | Wholesale | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Provision | ( | ||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | |||||||||||||||||||
| Recoveries | |||||||||||||||||||||||
| Foreign currency translation and other | ( | ( | |||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2025, the allowance for credit losses included an increase in retail reserves of $154 million for Brazil as compared to September 30, 2024. This increase reflects Brazilian market conditions, primarily related to current crop prices, flooding and drought events. CNH plans to continue updating the macroeconomic factors in future periods, as warranted. The allowance for credit losses is included in "Selling, general and administrative" expenses.
CNH assesses and monitors the credit quality of its financing receivables based on delinquency status. Receivables are considered past due if the required principal and interest payments have not yet been received as of the date such payments were due. Delinquency is reported on financing receivables greater than 30 days past due. Non-performing financing receivables represent receivables for which CNH has ceased accruing finance income. These receivables are generally 90 days past due. Accrued interest is charged off to interest income. Interest income charged-off was not material for the three and nine months ended September 30, 2025.
Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. As the terms for retail financing receivables are greater than one year, the performing/nonperforming information is presented by year of origination for North America, South America and Asia Pacific.
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The aging of financing receivables and charge-offs by vintage, net of allowance for credit losses, as of September 30, 2025 is as follows (in millions of dollars):
| 31-60 Days Past Due | 61-90 Days Past Due | Total Past Due | Current | Total Performing | Non- Performing | Total | Gross Charge-offs | ||||||||||||||||||||||||||||||||||||||||
| Retail | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| EMEA | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Retail | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||||||||||||||||||||
| EMEA | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Wholesale | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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The aging of financing receivables and charge-offs by vintage, net of allowance for credit losses, as of December 31, 2024 is as follows (in millions of dollars):
| 31-60 Days Past Due | 61-90 Days Past Due | Total Past Due | Current | Total Performing | Non- Performing | Total | Gross Charge-offs | ||||||||||||||||||||||||||||||||||||||||
| Retail | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Prior to 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| EMEA | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Retail | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| South America | |||||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||||||||||||||||||||||||||
| EMEA | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Wholesale | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Modifications
CNH periodically modifies the terms of finance receivable agreements with customers experiencing financial difficulties. Typically, the types of modifications granted are payment deferrals, extended contract maturities, modification of a contractual interest rate or waiving of interest and principal. As a collateral-based lender, CNH has recourse to the financed assets on default. The Company continues to monitor the credit quality of these modified financing receivables. CNH's allowance for credit losses incorporates historical loss information, including the effects of the modified financing receivables. Therefore, additional adjustments to the allowance are generally not recorded upon modification of the financing receivable.
As of September 30, 2025 and December 31, 2024, modifications of CNH's retail and wholesale receivables for customers experiencing financial difficulties were immaterial. Defaults and subsequent write-offs of receivables modified in the prior twelve months ended September 30, 2025 and December 31, 2024 were not significant.
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Due to conditions in the Brazilian market, including crop prices and extreme weather events like flooding and drought, CNH has offered payment refinancing to certain South American customers. These refinancings are not deemed to be modifications as they are insignificant adjustments to the contract. To qualify, customers must make partial payments on their outstanding installments. As of September 30, 2025, $110 million of installments were refinanced relating to $480 million of retail Agricultural receivables in South America. As of December 31, 2024, $95 million of installments were refinanced relating to $380 million of retail Agricultural receivables in South America. As of September 30, 2025, these refinancings demonstrated a higher delinquency rate, specifically those greater than 90 days past due, compared to non-refinanced receivables within the portfolio. CNH has taken this into account when provisioning for credit losses.
10. INVENTORIES
Inventories as of September 30, 2025 and December 31, 2024 consist of the following (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
11. LEASES
Lessee
The Company's leases are primarily operating lease contracts for buildings, plant and machinery, vehicles, information technology ("IT") equipment and machinery.
Leases with a term of 12 months or less are not recorded in the balance sheet. For these leases the Company recognized, on a straight-line basis over the lease term, lease expenses of $2 million and $1 million in the three months ended September 30, 2025 and 2024, respectively and $3 million and $4 million in the nine months ended September 30, 2025 and 2024.
For long-term leases recorded on the balance sheet, the Company incurred operating lease expenses of $29 million and $27 million in the three months ended September 30, 2025 and 2024, respectively and $81 million and $78 million in the nine months ended September 30, 2025 and 2024.
At September 30, 2025, the Company has recorded approximately $280 million of right-of-use assets and $287 million of related lease liability included in " and ", respectively. At September 30, 2025, the weighted average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted average discount rate for operating leases were 4.7 years and 4.6 %, respectively. At September 30, 2024, the Company has recorded approximately $295 million of right-of-use assets and $302 million of related lease liability included in "Other assets" and "Other liabilities", respectively. At September 30, 2024, the weighted average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted average discount rate for operating leases were 5.2 years and 4.6 %, respectively.
During the nine months ended September 30, 2025 and 2024, leased assets obtained in exchange for operating lease obligations were $64 million and $66 million, respectively. The operating cash outflow for amounts included in the measurement of operating lease obligations was $80 million and $75 million as of September 30, 2025 and 2024, respectively.
Lessor
The Company, primarily through its Financial Services segment, leases equipment to retail customers under operating leases. Our leases typically have terms of 3 to 5 years with options available for the lessee to purchase the equipment at the lease term date. Revenue for non-lease components is accounted for separately.
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12. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES
A summary of investments in unconsolidated subsidiaries and affiliates as of September 30, 2025 and December 31, 2024 is as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Equity method | $ | $ | |||||||||
| Other investments, at carrying value | |||||||||||
| Total | $ | $ | |||||||||
13. GOODWILL AND OTHER INTANGIBLES
Changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows (in millions of dollars):
| Agriculture | Construction | Financial Services | Total | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation and other | |||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs that would indicate it is more likely than not that the fair value of a reporting unit is less than book value. CNH performed its most recent annual impairment review as of December 31, 2024 and concluded that there was no impairment to goodwill for any of the reporting entities.
As of September 30, 2025 and December 31, 2024, the Company's other intangible assets and related accumulated amortization consisted of the following (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Avg. Life | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||
| Other intangible assets subject to amortization: | |||||||||||||||||||||||||||||||||||||||||
| Dealer networks | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Patents, concessions, licenses and other | |||||||||||||||||||||||||||||||||||||||||
| Capitalized software | |||||||||||||||||||||||||||||||||||||||||
| Other intangible assets not subject to amortization: | |||||||||||||||||||||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||||||||||||||||||||
| Software in-progress | — | — | |||||||||||||||||||||||||||||||||||||||
| Trademarks | — | — | |||||||||||||||||||||||||||||||||||||||
| Total other intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
During the third quarter of 2025, the Company recorded a $48 million impairment charge related to IPR&D assets from the 2023 Bennamann acquisition. These assets relate to technologies that capture methane emissions from livestock waste and convert them into better-than-zero-carbon biofuel. The impairment charge was primarily due to reduced projected cash flows following a narrowing of strategic focus to the cleaning and upgrading of methane waste. Fair value was determined using the Income Approach, based on a discounted cash flow analysis incorporating revised management projections. Following the impairment, the carrying value of the Bennamann IPR&D asset was $6.7 million. The impairment charge is included in "Research and development expenses" in the Consolidated Statement of Operations. In the Consolidated Statement of Cash Flows the impairment charge is included in "Other non-cash items" within Operating Activities.
CNH recorded amortization expense of $43 million and $48 million for the three months ended September 30, 2025 and 2024, respectively, and $127 million and $139 million for the nine months ended September 30, 2025 and 2024.
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14. SUPPLY CHAIN FINANCE PROGRAMS
Under the supply chain finance ("SCF") programs, administered by a third party, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion. Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program. No guarantees are provided by the Company under the SCF programs.
As of September 30, 2025 and December 31, 2024, $115 million and $79 million of obligations remain outstanding that we have confirmed as valid to the administrators of the SCF programs. We have no economic interest in a supplier's decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF programs. These balances are included within "Trade payables" in our consolidated balance sheets and are reflected as cash flows from operating activities in our consolidated statements of cash flows when settled.
15. OTHER LIABILITIES
A summary of "Other liabilities" as of September 30, 2025 and December 31, 2024 is as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||
| Warranty and campaign programs | $ | $ | |||||||||
| Marketing and sales incentive programs | |||||||||||
| Tax payables | |||||||||||
| Accrued expenses and deferred income | |||||||||||
| Accrued employee benefits | |||||||||||
| Lease liabilities | |||||||||||
| Legal reserves and other provisions | |||||||||||
Contract liabilities | |||||||||||
| Restructuring reserve | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
Warranty and Campaign Programs
CNH pays for basic warranty and other service action costs. A summary of recorded activity for the three and nine months ended September 30, 2025 and 2024, for the basic warranty and accruals for campaign programs are as follows (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Current year additions | |||||||||||||||||||||||
| Claims paid | ( | ( | ( | ( | |||||||||||||||||||
| Currency translation adjustment and other | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
Restructuring Expenses
16. COMMITMENTS AND CONTINGENCIES
As a global company with a diverse business portfolio, CNH in the ordinary course of business is exposed to numerous legal risks, including, without limitation, dealer and supplier litigation, intellectual property right disputes, product liability,
24
asbestos, personal injury, emissions and/or fuel economy regulatory, competition law and other regulatory investigations and environmental claims. The most significant of these matters are described below.
The outcome of any current or future proceedings, claims, or investigations cannot be predicted with certainty. Adverse decisions in one or more of these proceedings, claims or investigations could require CNH to pay substantial damages or fines or undertake service actions, recall campaigns or other costly actions. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurance and could affect CNH's financial position and results. When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in the Company's consolidated statements of operations and the related accrual is recorded in "Other liabilities" on the consolidated balance sheets.
Although the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, the Company believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a material effect on its consolidated financial statements.
Environmental
Pursuant to the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH has received inquiries for information or notices of its potential liability regarding 66 non-owned U.S. sites at which regulated materials allegedly generated by CNH were released or disposed ("Waste Sites"). Of the Waste Sites, 16 are on the National Priority List ("NPL") promulgated pursuant to CERCLA. For 60 of the Waste Sites, the monetary amount or extent of the Company's liability has either been resolved, it has not been named as a potentially responsible party ("PRP"), or its liability is likely de minimis.
Because estimates of remediation costs are subject to revision as more information becomes available about the extent and cost of remediation and settlement agreements can be reopened under certain circumstances, the Company's potential liability for remediation costs associated with the 66 Waste Sites could change. Moreover, because liability under CERCLA and similar laws can be joint and several, CNH could be required to pay amounts in excess of its pro rata share of remediation costs. However, when appropriate, the financial strength of other PRPs has been considered in the determination of the Company's potential liability. CNH believes that the costs associated with the Waste Sites will not have a material effect on the Company's business, financial position, or results of operations.
The Company is conducting environmental investigatory or remedial activities at certain properties that are currently or were formerly owned and/or operated or that are being decommissioned. The Company believes that the outcome of these activities will not have a material adverse effect on its business, financial position, or results of operations.
The actual costs for environmental matters could differ materially from those costs currently anticipated due to the nature of historical handling and disposal of hazardous substances typical of manufacturing and related operations, the discovery of currently unknown conditions and as a result of more aggressive enforcement by regulatory authorities and changes in existing laws and regulations. As in the past, CNH plans to continue funding its costs of environmental compliance from operating cash flows.
Investigation, analysis and remediation of environmental sites is a time-consuming activity. The Company expects such costs to be incurred and claims to be resolved over an extended period that could exceed 30 years for some sites. As of September 30, 2025 and December 31, 2024, environmental reserves of approximately $24 million and $21 million, respectively, were established to address these specific estimated potential liabilities. Such reserves are undiscounted and do not include anticipated recoveries, if any, from insurance companies. After considering these reserves, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company's financial position or results of operations.
Other Litigation and Investigations
Follow-up on Damages Claims: In 2011 Iveco S.p.A. ("Iveco"), a subsidiary of Iveco Group N.V., and its competitors in the European Union were subject to an investigation by the European Commission (the "Commission") into certain business practices in the European Union (in the period 1997-2011) in relation to Medium and Heavy trucks. On July 19, 2016, the Commission announced a settlement with Iveco (the "Decision"). Following the Decision, the Company, Iveco and Iveco Magirus AG ("IMAG") have been named as defendants in proceedings across Europe. Following the Demerger, CNH cannot be excluded from current and future follow-on proceedings originating from the Decision because under EU competition law a company cannot use corporate reorganizations to avoid liability for private damage claims. At this time, CNH is unable to predict the outcome of these proceedings or reasonably estimate any potential losses. In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, then CNH, as a result of various arrangements, will
25
ultimately have recourse against Iveco and IMAG for the reimbursement of any damages paid by CNH to such claimants. However, if Iveco or IMAG do not comply with their obligations with respect to any such decisions or fail to fulfill their obligations to CNH, then CNH could experience financial losses. The Company believes that the risk of Iveco, IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote and at this time, is unable to reasonably estimate any potential losses.
FPT Emissions Investigation: On July 22, 2020, a number of the Company's (pre-Demerger) offices in Europe were visited by investigators in the context of a request for assistance by the public prosecutors of Frankfurt am Main, Germany and Turin, Italy in relation to alleged noncompliance of two engine models produced by FPT Industrial S.p.A. ("FPT Industrial"), which is a wholly-controlled subsidiary of Iveco Group N.V. The Italian criminal investigation was dismissed in 2023. As a result of FPT Industrial's full cooperation with the investigative authorities, all German criminal investigations were concluded in December 2023. FPT is defending individual civil claims alleging emissions' non-compliance in Germany and Austria. While the Company had no role in the design and sale of such engine models and vehicles, the Company cannot predict the likelihood of these outcomes or reasonably estimate any potential losses. The Company believes that the risk of either FPT Industrial or Iveco Group N.V. defaulting on potential payment obligations arising from such proceedings is remote.
SEC Subpoenas: The Company responded to subpoenas issued by the SEC requesting information and documents relating to our revenue recognition and sales practices. The Company cooperated with the SEC's inquiry and provided responsive documents and information. On July 25, 2025, the Company was notified by the SEC Staff that it had concluded its inquiry and did not intend to recommend any enforcement action to the Commission.
Guarantees
CNH provided guarantees on the debt or commitments of third parties and performance guarantees in the interest of non-consolidated affiliates as of September 30, 2025 and December 31, 2024 totaling $113 million and $54 million, respectively.
17. FINANCIAL INSTRUMENTS
CNH may elect to measure financial instruments and certain other items at fair value. This fair value option would 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. CNH has not elected the fair value measurement option for eligible items.
Fair Value Hierarchy
The hierarchy of valuation techniques for financial instruments is 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 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.
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 use 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.
26
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
CNH 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. CNH does not hold or enter into derivative or other financial instruments for speculative purposes. The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination clauses and/or collateral support agreements. Derivative instruments are generally classified as Level 2 in the fair value hierarchy. The cash flows underlying all derivative contracts were recorded in operating activities in the consolidated statements of cash flows.
Foreign Exchange Derivatives
CNH has entered into foreign exchange forward contracts and swaps in order to manage and preserve the economic value of cash flows in a currency different from the functional currency of the relevant legal entity. CNH conducts its business on a global basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities, and expected inventory purchases and sales. Derivative instruments utilized to hedge the foreign currency risk associated with anticipated inventory purchases and sales in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments are deferred in accumulated other comprehensive income/(loss) and recognized in earnings when the related transaction occurs. If a derivative instrument is terminated because the hedge relationship is no longer effective or because the hedged item is a forecasted transaction that is no longer determined to be probable, the cumulative amount recorded in accumulated other comprehensive income (loss) is recognized immediately in earnings. Such amounts were insignificant for the three and nine months ended September 30, 2025 and 2024.
CNH also uses forwards and swaps to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and not designated as hedging instruments. The changes in the fair values of these instruments are recognized directly in income in "Other, net" and are expected to offset the foreign exchange gains or losses on the exposures being managed.
All of CNH's foreign exchange derivatives are considered Level 2 as the fair value is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of CNH's foreign exchange derivatives was $4.3 billion and $4.2 billion at September 30, 2025 and December 31, 2024, respectively.
Interest Rate Derivatives
CNH has entered into interest rate derivatives (swaps and caps) in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated as cash flow hedges are being used by the Company to mitigate the risk of rising interest rates related to existing debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments are deferred in "Accumulated other comprehensive income (loss)" and recognized in "Interest expense" over the period in which CNH recognizes interest expense on the related debt.
Interest rate derivatives that have been designated as fair value hedge relationships have been used by CNH to mitigate the volatility in the fair value of existing fixed-rate bonds and medium-term notes due to changes in floating interest rate benchmarks. Gains and losses on these instruments are recorded in "Interest expense" in the period in which they occur and an offsetting gain or loss is also reflected in "Interest expense" based on changes in the fair value of the debt instrument being hedged due to changes in floating interest rate benchmarks.
CNH also enters into offsetting interest rate derivatives with substantially similar terms that are not designated as hedging instruments to mitigate interest rate risk related to CNH's committed asset-backed facilities. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income. Net gains and losses on these instruments were insignificant for the three and nine months ended September 30, 2025 and 2024.
All of CNH's interest rate derivatives outstanding as of September 30, 2025 and December 31, 2024 are considered Level 2. The fair market value of these derivatives is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of CNH's interest rate derivatives was approximately $9.4 billion at September 30, 2025 and $9.1 million at December 31, 2024, respectively.
As a result of the reform and replacement of specific benchmark interest rates, the Company elected to make the replacement using the optional expedient under ASC 848, which allows the change in critical terms without de-designation
27
and the Company also elected the optional expedient to apply a spread adjustment to hedged items cash flows that resulted in no change to the cumulative basis adjustment reflected in earnings.
Financial Statement Impact of Derivatives
The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges recognized in "Accumulated other comprehensive income (loss)" and "Net income (loss)" during the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Recognized in Net Income | ||||||||||||||||||||
| For the Three Months Ended September 30, | Gain (Loss) Recognized in Accumulated Other Comprehensive Income | Classification of Gain (Loss) | Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | |||||||||||||||||
| 2025 | ||||||||||||||||||||
| Foreign exchange contracts | $ | ( | ||||||||||||||||||
| Net sales | ||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Interest rate contracts | Interest expense | |||||||||||||||||||
| Total | $ | ( | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Foreign exchange contracts | $ | |||||||||||||||||||
| Net sales | ( | |||||||||||||||||||
| Cost of goods sold | ( | |||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Interest rate contracts | ( | Interest expense | ( | |||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||
| Recognized in Net Income | ||||||||||||||||||||
| For the Nine Months Ended September 30, | Gain (Loss) Recognized in Accumulated Other Comprehensive Income | Classification of Gain (Loss) | Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | |||||||||||||||||
| 2025 | ||||||||||||||||||||
| Foreign exchange contracts | $ | |||||||||||||||||||
| Net sales | ( | |||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Interest rate contracts | ( | Interest expense | ||||||||||||||||||
| Total | $ | ( | $ | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Foreign exchange contracts | $ | ( | ||||||||||||||||||
| Net sales | ( | |||||||||||||||||||
| Cost of goods sold | ( | |||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Interest rate contracts | Interest expense | ( | ||||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||
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The following table summarizes the activity in "Accumulated other comprehensive income (loss)" related to the derivatives held by the Company during the nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Before-Tax Amount | Income Tax | After-Tax Amount | ||||||||||||||||||
| Accumulated derivative net income at December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Net changes in fair value of derivatives | ( | ( | ||||||||||||||||||
| Net income reclassified from accumulated other comprehensive income into income | ( | ( | ||||||||||||||||||
| Accumulated derivative net income at September 30, 2025 | $ | $ | ( | $ | ||||||||||||||||
| Accumulated derivative net losses at December 31, 2023 | $ | ( | $ | $ | ( | |||||||||||||||
| Net changes in fair value of derivatives | ( | |||||||||||||||||||
| Net income reclassified from accumulated other comprehensive income into income | ( | |||||||||||||||||||
| Accumulated derivative net income at September 30, 2024 | $ | $ | ( | $ | ||||||||||||||||
The following tables summarize the impact related to changes in the fair value of fair value hedges and derivatives not designated as hedges during the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):
| For the Three Months Ended September 30, | ||||||||||||||||||||
| Classification of Gain (Loss) | 2025 | 2024 | ||||||||||||||||||
| Fair Value Hedges | ||||||||||||||||||||
| Interest rate derivatives | Interest expense | $ | $ | |||||||||||||||||
| Not Designated as Hedges | ||||||||||||||||||||
| Foreign exchange contracts | Other, net | $ | ( | $ | ( | |||||||||||||||
| For the Nine Months Ended September 30, | ||||||||||||||||||||
| Classification of Gain (Loss) | 2025 | 2024 | ||||||||||||||||||
| Fair Value Hedges | ||||||||||||||||||||
| Interest rate derivatives | Interest expense | $ | $ | |||||||||||||||||
| Not Designated as Hedges | ||||||||||||||||||||
| Foreign exchange contracts | Other, net | $ | $ | ( | ||||||||||||||||
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The fair values of CNH's derivatives as of September 30, 2025 and December 31, 2024 in the consolidated balance sheets are recorded as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | |||||||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||||||||
| Foreign currency contracts | Derivative assets | $ | Derivative assets | $ | ||||||||||||||||||||||
| Interest rate contracts | Derivative assets | Derivative assets | ||||||||||||||||||||||||
| Total derivative assets | $ | $ | ||||||||||||||||||||||||
| Foreign currency contracts | Derivative liabilities | $ | Derivative liabilities | $ | ||||||||||||||||||||||
| Interest rate contracts | Derivative liabilities | Derivative liabilities | ||||||||||||||||||||||||
| Total derivative liabilities | $ | $ | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Foreign currency contracts | Derivative assets | $ | Derivative assets | $ | ||||||||||||||||||||||
| Interest rate contracts | Derivative assets | Derivative assets | ||||||||||||||||||||||||
| Total derivative assets | $ | $ | ||||||||||||||||||||||||
| Foreign currency contracts | Derivative liabilities | $ | Derivative liabilities | $ | ||||||||||||||||||||||
| Interest rate contracts | Derivative liabilities | Derivative liabilities | ||||||||||||||||||||||||
| Total derivative liabilities | $ | $ | ||||||||||||||||||||||||
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, 2025 and December 31, 2024 (in millions of dollars):
| Level 1 | Level 2 | Total | |||||||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest rate derivatives | |||||||||||||||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Fair Value of Other Financial Instruments
The carrying value of "Cash and cash equivalents", "Restricted cash", "Trade receivables, net" and "Trade payables" included in the consolidated balance sheets approximates its fair value.
Financial Instruments Not Carried at Fair Value
The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets as of September 30, 2025, and December 31, 2024, were as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Financing receivables | $ | $ | $ | $ | |||||||||||||||||||
| Debt | $ | $ | $ | $ | |||||||||||||||||||
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Financing Receivables
The fair value of financing receivables is based on the discounted values of their related cash flows at current market interest rates and they are classified as a Level 3 fair value measurement.
Debt
All debt is classified as a Level 2 fair value measurement with the exception of bonds issued by CNH Industrial Finance Europe S.A. and bonds issued by CNH Industrial N.V. that are classified as a Level 1 fair value measurement.
18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The Company's share of other comprehensive income (loss) includes net income plus other comprehensive income, which includes changes in fair value of certain derivatives designated as cash flow hedges, certain changes in pension and other retirement benefit plans, foreign currency translations gains and losses, changes in the fair value of available-for-sale securities, the Company's share of other comprehensive income (loss) of entities accounted for using the equity method, and reclassifications for amounts included in net income (loss) less net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interest. For more information on derivative instruments, see "Note 17: Financial Instruments". For more information on pensions and retirement benefit obligations, see "Note 6: Employee Benefit Plans and Postretirement Benefits". The Company's other comprehensive income (loss) amounts are aggregated within accumulated other comprehensive income (loss). The tax effect for each component of other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024 consisted of the following (in millions of dollars):
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Amount | Income Taxes | Net Amount | Gross Amount | Income Taxes | Net Amount | ||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Changes in retirement plans' funded status | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||
| Share of other comprehensive income (loss) of entities using the equity method | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Amount | Income Taxes | Net Amount | Gross Amount | Income Taxes | Net Amount | ||||||||||||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedges | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Changes in retirement plans' funded status | ( | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Share of other comprehensive income (loss) of entities using the equity method | ( | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
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The changes, net of tax, in each component of "Accumulated other comprehensive income (loss)" in the nine months ended September 30, 2025 and 2024 consisted of the following (in millions of dollars):
| Unrealized Gain (Loss) on Cash Flow Hedges | Change in Retirement Plans' Funded Status | Foreign Currency Translation | Share of Other Comprehensive Income (Loss) of Entities Using the Equity Method | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss), before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | ( | ( | |||||||||||||||||||||||||||
Other comprehensive income (loss)(1) | ( | ( | |||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Balance at December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | |||||||||||||||||||||||||||||
Other comprehensive income (loss)(1) | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
(1)Excluded from the table above is other comprehensive income (loss) allocated to noncontrolling interests of $5 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively.
Significant amounts reclassified out of each component of "Accumulated other comprehensive income (loss)" in the three and nine months ended September 30, 2025 and 2024 consisted of the following (in millions of dollars):
| Amounts Reclassified from Other Comprehensive Income (Loss) | Consolidated Statement of Operations Line | ||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Cash flow hedges | $ | ( | $ | $ | $ | Net sales | |||||||||||||||||||||||
| ( | ( | Cost of goods sold | |||||||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||||||||
| ( | ( | Interest expense | |||||||||||||||||||||||||||
| ( | Income taxes | ||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||
| Change in retirement plans' funded status: | |||||||||||||||||||||||||||||
| Amortization of actuarial losses | (1) | ||||||||||||||||||||||||||||
| Amortization of prior service cost | ( | ( | ( | ( | (1) | ||||||||||||||||||||||||
| ( | ( | Income taxes | |||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||
| Total reclassifications, net of tax | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
(1)These amounts are included in net periodic pension and other postretirement benefit cost. See "Note 6: Employee Benefit Plans and Postretirement Benefits" for additional information.
19. RELATED PARTY INFORMATION
As of September 30, 2025, CNH's related parties were primarily EXOR N.V. and the companies that EXOR N.V. controlled or had a significant influence over, including Stellantis N.V., Ferrari N.V. and Iveco Group N.V., which effective January 1, 2022 separated from CNH by way of a demerger under Dutch law and became a publicly listed company independent from CNH.
32
As of September 30, 2025, EXOR N.V. held 45.4 % of CNH's voting power and had the ability to significantly influence the decisions submitted to a vote of CNH's shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets and issuances of equity and the incurrence of indebtedness. The percentage above has been calculated as the ratio of (i) the aggregate number of common shares and special voting shares owned by EXOR N.V. to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of September 30, 2025. In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or joint control.
The Company's Audit Committee reviews and, if appropriate, approves all significant related party transactions.
Transactions with EXOR N.V. and its Subsidiaries and Affiliates
EXOR N.V. is an investment holding company in Europe. As of September 30, 2025 and December 31, 2024, among other things, EXOR N.V. managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari. CNH did not enter into any significant transactions with EXOR N.V. during the nine months ended September 30, 2025 or 2024.
Transactions with Iveco Group post-Demerger
CNH and Iveco Group post-Demerger entered into transactions consisting of the sale of engines from Iveco Group to CNH. Additionally, concurrent with the Demerger, the Companies entered into arms-length services contracts in relation to general administrative and specific technical matters, provided by either CNH to Iveco Group and vice versa as follows:
Master Service Agreements: CNH and Iveco Group entered into a two-year Master Services Agreement ("MSA") starting in 2022, with a two-year extension implemented, whereby each Party (and its subsidiaries) may provide services to the other (and its subsidiaries). Services provided under the MSA relate mainly to lease of premises and depots and IT services. Revenues from services provided under the MSA are presented as "Finance, interest, and other income" on the Statement of Operations.
Engine Supply Agreement: In relation to the design and supply of off-road engines from Iveco Group to CNH post-Demerger, Iveco Group and CNH entered into a ten-year Engine Supply Agreement ("ESA"), whereby Iveco Group will sell to CNH post-Demerger diesel, compressed natural gas ("CNG") and liquid natural gas ("LNG") engines and provide post-sale services. Costs related to engines purchased through this agreement are presented as "Cost of goods sold" on the Statement of Operations.
Financial Service Agreement: In relation to certain financial services activities carried out by either CNH to Iveco Group post-Demerger or vice versa, in connection with the execution of the Demerger Deed, CNH and Iveco Group entered into a three-year Master Services Agreement ("FS MSA") starting in 2022, with a three-year extension implemented, whereby each Party (and its subsidiaries) may provide services and/or financial services activities to the other (and its subsidiaries). Services provided under the FS MSA relate mainly to wholesale and retail financing activities to suppliers, distribution network and customers. Revenues from services provided under the FS MSA are presented as "Finance, interest and other income" on the Statement of Operations.
The transactions with Iveco Group post-Demerger are reflected in the consolidated financial statements as follows (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Purchases | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Trade receivables | $ | $ | |||||||||
| Financial receivables from Iveco Group N.V. | $ | $ | |||||||||
| Trade payables | $ | $ | |||||||||
| Financial payables to Iveco Group N.V. | $ | $ | |||||||||
33
Transactions with Unconsolidated Subsidiaries and Affiliates
CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico S.A. de C.V., TürkTraktör ve Ziraat Makineleri A.S. and New Holland HFT Japan Inc. CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as TürkTraktör ve Ziraat Makineleri A.S.
The transactions with related parties are reflected in the consolidated financial statements as follows (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Purchases | $ | $ | $ | $ | |||||||||||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Trade receivables | $ | $ | |||||||||
| Trade payables | $ | $ | |||||||||
At September 30, 2025 and December 31, 2024, CNH had pledged guarantees and commitments on the debt or commitments of third parties and performance guarantees in the interest of its associated company for the amounts of $112 million and $53 million, respectively, related to its unconsolidated affiliate CNH Industrial Capital Europe S.a.S.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
CNH Industrial N.V. ("CNH" or the "Company") is incorporated in, and under the laws of the Netherlands. CNH has its corporate seat in Amsterdam, the Netherlands, and its principal office in Basildon, England, United Kingdom. Unless otherwise indicated or the context otherwise requires, the terms "CNH" and the "Company" refer to CNH and its consolidated subsidiaries.
The Company has three reportable segments reflecting the three businesses directly managed by CNH Industrial N.V., consisting of: (i) Agriculture, which designs, produces and sells agricultural equipment (ii) Construction, which designs, produces and sells construction equipment, and (iii) Financial Services, which offers a range of financial services to customers and dealers acquiring our products. The Company's worldwide Agriculture and Construction operations, as well as corporate functions, are collectively referred to as "Industrial Activities".
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the notes to our unaudited consolidated financial statements in this report, as well as our annual report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report") filed with the U.S. Securities and Exchange Commission ("SEC"). Results for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year due to seasonal and other factors.
Certain financial information in this report has been presented by geographic region. Our geographic regions are: (1) North America; (2) Europe, Middle East and Africa ("EMEA"); (3) South America and (4) Asia Pacific. The geographic designations have the following meanings:
•North America: United States, Canada and Mexico;
•EMEA: member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Türkiye, Uzbekistan, Pakistan, the African continent, and the Middle East;
•South America: Central and South America, and the Caribbean Islands; and
•Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.
Non-GAAP Financial Measures
CNH monitors its operations through the use of several non-GAAP financial measures. CNH's management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers' ability to assess CNH's financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as to make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations. These non-GAAP financial measures have no standardized meaning under U.S. GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP.
Our primary non-GAAP financial measures are defined as follows:
Adjusted EBIT of Industrial Activities
Adjusted EBIT of Industrial Activities is defined as net income (loss) before: income taxes, Financial Services' results, Industrial Activities' interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other postemployment benefit costs, restructuring expenses, and certain non-recurring items. Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.
Net Cash (Debt) and Net Cash (Debt) of Industrial Activities
Net Cash (Debt) is defined as total debt less: intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit-rating counterparties) and derivative hedging debt. CNH provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets. Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.
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Revenues on a Constant Currency Basis
CNH discusses the revenue fluctuations on a constant currency basis by applying the prior year's average exchange rates to the current year’s revenues expressed in local currency, thereby eliminating the impact of year-over-year foreign exchange rate changes.
A. OPERATING RESULTS
The operations, key financial measures and financial analysis differ significantly for manufacturing and distribution businesses ("Industrial Activities") and financial businesses ("Financial Services"); therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results. For further information, see "Supplemental Information" within this section, where we present supplemental consolidating data split by Industrial Activities and Financial Services. Transactions between Industrial Activities and Financial Services have been eliminated to arrive at the consolidated data.
Global Business Conditions
The global economy is experiencing disruptions and uncertainties due to a combination of factors, including geopolitical events, shifts in trade and economic policies, including the imposition of tariffs and other retaliatory restrictions on trade, change in commodity prices, as well as change in climate conditions. These disruptions have affected the price and availability of certain products and services in the first nine months and are expected to persist through the rest of 2025. These factors also affect our customers' profitability, impacting their ability to achieve higher returns on their output, and reducing their purchasing power and demand for our products. The Company is closely monitoring global economic conditions and the impact that macroeconomic pressures, such as new and retaliatory tariffs, fluctuating currency exchange rates, interest rates and inflation, may have on its business, customers, and suppliers.
For a discussion of the Company's risks and uncertainties, see Part 1, Item 1A: Risk Factors in the Company's Form 10-K for the year ended December 31, 2024 and Part II, Item 1A: Risk Factors within this Form 10-Q.
36
Three Months Ended September 30, 2025 compared to Three Months Ended September 30, 2024
Consolidated Results of Operations
| Three Months Ended September 30, | ||||||||||||||
| (in millions of dollars) | 2025 | 2024 | ||||||||||||
| Revenues | ||||||||||||||
| Net sales | $ | 3,702 | $ | 3,997 | ||||||||||
| Finance, interest and other income | 697 | 657 | ||||||||||||
| Total Revenues | 4,399 | 4,654 | ||||||||||||
| Costs and Expenses | ||||||||||||||
| Cost of goods sold | 2,995 | 3,130 | ||||||||||||
| Selling, general and administrative expenses | 549 | 426 | ||||||||||||
| Research and development expenses | 281 | 221 | ||||||||||||
| Restructuring expenses | 3 | 12 | ||||||||||||
| Interest expense | 378 | 378 | ||||||||||||
| Other, net | 142 | 127 | ||||||||||||
| Total Costs and Expenses | 4,348 | 4,294 | ||||||||||||
| Income of Consolidated Group before Income Taxes | 51 | 360 | ||||||||||||
| Income tax expense | (1) | (75) | ||||||||||||
| Equity in income of unconsolidated subsidiaries and affiliates | 17 | 25 | ||||||||||||
| Net income | 67 | 310 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | (13) | 4 | ||||||||||||
| Net income attributable to CNH Industrial N.V. | $ | 80 | $ | 306 | ||||||||||
Revenues
We recorded revenues of $4,399 million for the three months ended September 30, 2025, a decline of 5.5% (down 6.7% on a constant currency basis) compared to the three months ended September 30, 2024. Net sales were $3,702 million in the three months ended September 30, 2025, a decrease of 7.4% (down 8.7% on a constant currency basis) compared to the three months ended September 30, 2024. These declines were mainly due to lower shipments on decreased industry demand and continued channel destocking.
Cost of Goods Sold
Cost of goods sold was $2,995 million for the three months ended September 30, 2025 compared with $3,130 million for the three months ended September 30, 2024. As a percentage of net sales of Industrial Activities, cost of goods sold was 80.9% in the three months ended September 30, 2025 (78.3% for the three months ended September 30, 2024), which was impacted by lower production volumes and tariff costs, partially offset by improved purchasing and manufacturing costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") were $549 million for the three months ended September 30, 2025 (12.5% of total revenues), up $123 million compared to the three months ended September 30, 2024 (9.2% of total revenues). Total expenses were higher primarily due to higher credit risk provisions in the Financial Services segment and higher labor costs.
Research and Development Expenses
Research and development expenses ("R&D") were $281 million and $221 million for the three months ended September 30, 2025 and 2024, respectively. Total expenses were higher primarily due to a $49 million impairment charge related to Bennamann IPR&D recognized during the quarter.
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Restructuring Expenses
Restructuring expenses were $3 million and $12 million for the three months ended September 30, 2025 and 2024, respectively.
Interest Expense
Interest expense was $378 million for the three months ended September 30, 2025, unchanged from the prior-year period. The interest expense attributable to Industrial Activities for the three months ended September 30, 2025, net of interest income and eliminations, was $26 million, compared to $36 million for the three months ended September 30, 2024.
Other, net
Other, net expenses were $142 million for the three months ended September 30, 2025 and included a pre-tax gain of $6 million ($4 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Other, net expenses were $127 million for the three months ended September 30, 2024 and included a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Income Taxes
| Three Months Ended September 30, | |||||||||||
| (in millions of dollars, except percentages) | 2025 | 2024 | |||||||||
| Income of Consolidated Group before Income Taxes | $ | 51 | $ | 360 | |||||||
| Income tax (expense) benefit | $ | (1) | $ | (75) | |||||||
| Effective tax rate | 2.0 | % | 20.8 | % | |||||||
Income tax expense for the three months ended September 30, 2025 was $1 million compared to $75 million for the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 and 2024 was 2.0% and 20.8%, respectively. The decrease in the 2025 effective tax rate was primarily due to geographic income mix and discrete items, including favorable provision-to-return adjustments and other one-time items.
Equity in Income of Unconsolidated Subsidiaries and Affiliates
Equity in income of unconsolidated subsidiaries and affiliates was $17 million and $25 million for the three months ended September 30, 2025 and 2024, respectively. The decline was primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.
Net Income
Net income was $67 million for the three months ended September 30, 2025, compared to net income of $310 million for the three months ended September 30, 2024. Net income for the three months ended September 30, 2025 included a $49 million impairment charge related to Bennamann IPR&D, a $10 million inventory write-down for the New Holland T6.180 Methane Power Tractor and $3 million in restructuring expenses, offset by a pre-tax gain of $6 million ($4 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Net income for the three months ended September 30, 2024 included a $14 million gain for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification, partially offset by $12 million in restructuring expenses.
38
Industrial Activities and Business Segments
The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments (in millions of dollars, except percentages):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | % Change Excl. FX | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Agriculture | $ | 2,963 | $ | 3,310 | (10.5) | % | (11.8) | % | |||||||||||||||
| Construction | 739 | 687 | 7.6 | % | 6.2 | % | |||||||||||||||||
| Total Net sales of Industrial Activities | 3,702 | 3,997 | (7.4) | % | (8.7) | % | |||||||||||||||||
| Financial Services | 684 | 659 | 3.8 | % | 3.0 | % | |||||||||||||||||
| Eliminations and other | 13 | (2) | |||||||||||||||||||||
| Total Revenues | $ | 4,399 | $ | 4,654 | (5.5) | % | (6.7) | % | |||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | 2025 Adj EBIT Margin | 2024 Adj EBIT Margin | |||||||||||||||||||||||||
| Adjusted EBIT by segment: | |||||||||||||||||||||||||||||
| Agriculture | $ | 137 | $ | 336 | $ | (199) | 4.6 | % | 10.2 | % | |||||||||||||||||||
| Construction | 14 | 40 | (26) | 1.9 | % | 5.8 | % | ||||||||||||||||||||||
| Eliminations and other | (47) | (40) | (7) | ||||||||||||||||||||||||||
| Adjusted EBIT of Industrial Activities | $ | 104 | $ | 336 | $ | (232) | 2.8 | % | 8.4 | % | |||||||||||||||||||
Net sales of Industrial Activities were $3,702 million during the three months ended September 30, 2025, a decrease of 7.4% compared to the three months ended September 30, 2024 (down 8.7% on a constant currency basis) primarily due to lower shipment volumes on decreased industry demand and channel destocking.
Adjusted EBIT of Industrial Activities was $104 million during the three months ended September 30, 2025, compared to adjusted EBIT of $336 million during the three months ended September 30, 2024. The decline was primarily due to lower shipment volumes, tariff costs, and higher SG&A expenses. These impacts were partially offset by favorable net price realization and reduced production and warranty costs.
Segment Performance
Agriculture
Net Sales
The following table shows Agriculture net sales by geographic region for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 (in millions of dollars, except percentages):
Agriculture Sales—by geographic region
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| North America | $ | 1,000 | $ | 1,402 | (28.7) | % | |||||||||||
| EMEA | 1,050 | 905 | 16.0 | % | |||||||||||||
| South America | 513 | 582 | (11.9) | % | |||||||||||||
| Asia Pacific | 400 | 421 | (5.0) | % | |||||||||||||
| Total | $ | 2,963 | $ | 3,310 | (10.5) | % | |||||||||||
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Agriculture's net sales totaled $2,963 million in the three months ended September 30, 2025, a decrease of 10.5% compared to the three months ended September 30, 2024 (down 11.8% on a constant currency basis). This decline was primarily due to lower shipment volumes on decreased industry demand in North America and channel inventory destocking, partially offset by favorable net price realization and improved demand in the Eastern Europe, Middle East, and Africa markets within EMEA.
In North America, third quarter industry volume was flat year-over-year for tractors under 140 HP and fell 41% for tractors over 140 HP; combines were down 23%. In EMEA, tractor demand was down 2%, while combine demand increased 19%. South America saw tractor demand down 4% and combines down 15%. In Asia Pacific, tractor demand rose 19%, while combine demand decreased 20%.
Adjusted EBIT
Adjusted EBIT was $137 million in the three months ended September 30, 2025, compared to $336 million in the three months ended September 30, 2024. The decline was primarily due to lower shipment volumes, tariff costs, unfavorable geographic mix and higher SG&A expenses, partially offset by favorable net price realization and reduced production and warranty costs. R&D expenses accounted for 8.6% of sales (6.0% in the three months ended September 30, 2024), including a $49 million impairment charge related to Bennamann IPR&D in the third quarter of 2025. Adjusted EBIT margin was 4.6% (10.2% in the three months ended September 30, 2024).
Construction
Net Sales
The following table shows Construction net sales by geographic region for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 (in millions of dollars, except percentages):
Construction Sales—by geographic region
| Three Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| North America | $ | 400 | $ | 358 | 11.7 | % | |||||||||||
| EMEA | 191 | 151 | 26.5 | % | |||||||||||||
| South America | 106 | 136 | (22.1) | % | |||||||||||||
| Asia Pacific | 42 | 42 | — | % | |||||||||||||
| Total | $ | 739 | $ | 687 | 7.6 | % | |||||||||||
Construction's net sales totaled $739 million in the three months ended September 30, 2025, an increase of 7.6% compared to the three months ended September 30, 2024 (up 6.2% on a constant currency basis), reflecting higher shipment volumes in North America and EMEA, along with favorable net price realization.
Global industry volume for construction equipment increased 6% year-over-year in the third quarter for Heavy equipment and 3% for Light equipment. Aggregated demand increased 4% in North America, 3% in EMEA, 1% in South America and 6% in Asia Pacific.
Adjusted EBIT
Adjusted EBIT was $14 million in the three months ended September 30, 2025, compared to $40 million in the three months ended September 30, 2024. The decline was primarily due to tariff costs, unfavorable geographic income mix and higher SG&A expenses, partially offset by favorable net price realization. Adjusted EBIT margin was 1.9% (5.8% in the three months ended September 30, 2024).
Financial Services Performance
Finance, Interest and Other Income
Revenues of Financial Services were $684 million in the three months ended September 30, 2025, up 3.8% compared to the three months ended September 30, 2024 (up 3.0% on a constant currency basis), as a result of higher yields primarily in Brazil and favorable currency translation, partially offset by lower volumes in EMEA and North America.
Net Income
Net income of Financial Services was $47 million in the three months ended September 30, 2025, a decrease of $31 million compared to the three months ended September 30, 2024, primarily driven by increased risk costs, higher
40
SG&A expenses and lower volumes. These impacts were partially offset by improved interest margins across all regions and favorable currency translation.
In the three months ended September 30, 2025, retail loan originations, including unconsolidated joint ventures, were $2.7 billion, down $0.2 billion compared to 2024 (down $0.2 billion on a constant currency basis). The managed portfolio (including unconsolidated joint ventures) was $28.5 billion as of September 30, 2025 (of which retail was 71% and wholesale was 29%), down $0.5 billion compared to September 30, 2024 (down $0.6 billion on a constant currency basis).
At September 30, 2025, the receivable balance greater than 30 days past due as a percentage of receivables was 3.5%, (2.2% as of September 30, 2024), mainly due to higher delinquencies in Brazil.
41
Reconciliation of Net Income (Loss) to Adjusted EBIT
The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure (in millions of dollars):
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Agriculture | $ | 137 | $ | 336 | |||||||
Construction | 14 | 40 | |||||||||
| Unallocated items, eliminations and other | (47) | (40) | |||||||||
| Total Adjusted EBIT of Industrial Activities | 104 | 336 | |||||||||
| Financial Services Net income (loss) | 47 | 78 | |||||||||
| Financial Services Income Taxes | 15 | 13 | |||||||||
| Interest expense of Industrial Activities, net of interest income and eliminations | (26) | (36) | |||||||||
| Foreign exchange gains (losses), net of Industrial Activities | (5) | (8) | |||||||||
Finance and non-service component of Pension and other postemployment benefit cost of Industrial Activities(1) | (4) | — | |||||||||
| Restructuring expenses of Industrial Activities | (4) | (12) | |||||||||
Other discrete items(2) | (59) | 14 | |||||||||
| Income (loss) before taxes | 68 | 385 | |||||||||
| Income tax (expense) benefit | (1) | (75) | |||||||||
| Net income (loss) | $ | 67 | $ | 310 | |||||||
(1)For each of the three months ended September 30, 2025 and 2024, this item includes a pre-tax gain of $6 million resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
(2)For the three months ended September 30, 2025, this item includes a $49 million impairment charge related to Bennamann IPR&D and a $10 million inventory write-down for the New Holland T6.180 Methane Power Tractor. In the three months ended September 30, 2024, this item includes a $14 million gain from a fair value adjustment on an investment in an unconsolidated subsidiary.
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Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024
Consolidated Results of Operations
| Nine Months Ended September 30, | ||||||||||||||
| (in millions of dollars) | 2025 | 2024 | ||||||||||||
| Revenues | ||||||||||||||
| Net sales | $ | 10,895 | $ | 12,931 | ||||||||||
| Finance, interest and other income | 2,043 | 2,029 | ||||||||||||
| Total Revenues | 12,938 | 14,960 | ||||||||||||
| Costs and Expenses | ||||||||||||||
| Cost of goods sold | 8,756 | 10,027 | ||||||||||||
| Selling, general and administrative expenses | 1,413 | 1,298 | ||||||||||||
| Research and development expenses | 683 | 686 | ||||||||||||
| Restructuring expenses | 14 | 94 | ||||||||||||
| Interest expense | 1,100 | 1,190 | ||||||||||||
| Other, net | 484 | 449 | ||||||||||||
| Total Costs and Expenses | 12,450 | 13,744 | ||||||||||||
| Income of Consolidated Group before Income Taxes | 488 | 1,216 | ||||||||||||
| Income tax expense | (124) | (247) | ||||||||||||
| Equity in income of unconsolidated subsidiaries and affiliates | 52 | 114 | ||||||||||||
| Net income | 416 | 1,083 | ||||||||||||
| Net income (loss) attributable to noncontrolling interests | (8) | 10 | ||||||||||||
| Net income attributable to CNH Industrial N.V. | $ | 424 | $ | 1,073 | ||||||||||
Revenues
We recorded revenues of $12,938 million for the nine months ended September 30, 2025, a decline of 13.5% (down 12.7% on a constant currency basis) compared to the nine months ended September 30, 2024. Net sales were $10,895 million in the nine months ended September 30, 2025, a decline of 15.7% (down 15.2% on a constant currency basis) compared to the nine months ended September 30, 2024. These declines were mainly due to lower shipments on decreased industry demand and continued channel destocking.
Cost of Goods Sold
Cost of goods sold was $8,756 million for the nine months ended September 30, 2025 compared with $10,027 million for the nine months ended September 30, 2024. As a percentage of net sales of Industrial Activities, cost of goods sold was 80.4% in the nine months ended September 30, 2025 (77.5% for the nine months ended September 30, 2024), which was primarily impacted by lower production volumes, partially offset by improved purchasing and manufacturing costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $1,413 million for the nine months ended September 30, 2025 (10.9% of total revenues), an increase of $115 million compared to the nine months ended September 30, 2024 (8.7% of total revenues). Total expenses were higher primarily due to higher credit risk provisions in the Financial Services segment and higher labor costs.
Research and Development Expenses
Research and development expenses were $683 million and $686 million for the nine months ended September 30, 2025 and 2024, respectively. Total expenses included a $49 million impairment charge related to Bennamann IPR&D recognized during the third quarter of 2025.
Restructuring Expenses
Restructuring expenses were $14 million and $94 million for the nine months ended September 30, 2025 and 2024, respectively.
43
Interest Expense
Interest expense was $1,100 million for the nine months ended September 30, 2025 compared to $1,190 million for the nine months ended September 30, 2024. The interest expense attributable to Industrial Activities for the nine months ended September 30, 2025, net of interest income and eliminations, was $77 million, compared to $114 million for the nine months ended September 30, 2024.
Other, net
Other, net expenses were $484 million for the nine months ended September 30, 2025 and included a pre-tax gain of $18 million ($13 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Other, net expenses were $449 million for the nine months ended September 30, 2024 and included a $15 million loss on the sale of non-core product lines, offset by a pre-tax gain of $18 million ($14 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a $14 million gain for a fair value adjustment related to an investment in unconsolidated subsidiary.
Income Taxes
| Nine Months Ended September 30, | |||||||||||
| (in millions of dollars, except percentages) | 2025 | 2024 | |||||||||
| Income of Consolidated Group before Income Taxes | $ | 488 | $ | 1,216 | |||||||
| Income tax (expense) benefit | $ | (124) | $ | (247) | |||||||
| Effective tax rate | 25.4 | % | 20.3 | % | |||||||
Income tax expense for the nine months ended September 30, 2025 was $124 million compared to $247 million for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 and 2024 was 25.4% and 20.3%, respectively. The increase in the 2025 effective tax rate was due to geographic income mix and a smaller rate reduction from the discrete impact on period earnings from Argentina's highly inflationary economy. The 2024 effective tax rate declined due to discrete tax benefits, including the impact of highly inflationary accounting and tax-related inflation adjustments in Argentina.
Equity in Income of Unconsolidated Subsidiaries and Affiliates
Equity in income of unconsolidated subsidiaries and affiliates was $52 million and $114 million for the nine months ended September 30, 2025 and 2024, respectively. The decline was primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.
Net Income
Net income was $416 million for the nine months ended September 30, 2025, compared to net income of $1,083 million for the nine months ended September 30, 2024. Net income for the nine months ended September 30, 2025 included a $49 million impairment charge related to Bennamann IPR&D, a $10 million inventory write-down for the New Holland T6.180 Methane Power Tractor, and $14 million in restructuring expenses, partially offset by a pre-tax gain of $18 million ($13 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
Net income for the nine months ended September 30, 2024 included $94 million in restructuring expenses and a $15 million loss on the sale of certain non-core product lines, partially offset by a pre-tax gain of $18 million ($14 million after tax) resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a $14 million gain for a fair value adjustment related to an investment in unconsolidated subsidiary.
44
Industrial Activities and Business Segments
The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments (in millions of dollars, except percentages):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | % Change Excl. FX | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Agriculture | $ | 8,792 | $ | 10,596 | (17.0) | % | (16.6) | % | |||||||||||||||
| Construction | 2,103 | 2,335 | (9.9) | % | (9.2) | % | |||||||||||||||||
| Total Net sales of Industrial Activities | 10,895 | 12,931 | (15.7) | % | (15.2) | % | |||||||||||||||||
| Financial Services | 2,020 | 2,031 | (0.5) | % | 1.8 | % | |||||||||||||||||
| Eliminations and other | 23 | (2) | |||||||||||||||||||||
| Total Revenues | $ | 12,938 | $ | 14,960 | (13.5) | % | (12.7) | % | |||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | 2025 Adj EBIT Margin | 2024 Adj EBIT Margin | |||||||||||||||||||||||||
| Adjusted EBIT by segment: | |||||||||||||||||||||||||||||
| Agriculture | $ | 539 | $ | 1,226 | $ | (687) | 6.1 | % | 11.6 | % | |||||||||||||||||||
| Construction | 63 | 151 | (88) | 3.0 | % | 6.5 | % | ||||||||||||||||||||||
| Unallocated items, eliminations and other | (173) | (167) | (6) | ||||||||||||||||||||||||||
| Total Adjusted EBIT of Industrial Activities | $ | 429 | $ | 1,210 | $ | (781) | 3.9 | % | 9.4 | % | |||||||||||||||||||
Net sales of Industrial Activities were $10,895 million during the nine months ended September 30, 2025, a decline of 15.7% compared to the nine months ended September 30, 2024 (down 15.2% on a constant currency basis). This decline was mainly due to lower shipment volumes on decreased industry demand and continued channel destocking.
Adjusted EBIT of Industrial Activities was $429 million during the nine months ended September 30, 2025, compared to an adjusted EBIT of $1,210 million during the nine months ended September 30, 2024. The decline was primarily due to lower shipment volumes, partially offset by lower production costs.
Agriculture
Net Sales
The following table shows Agriculture net sales by geographic region for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 (in millions of dollars, except percentages):
Agriculture Sales—by geographic region
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| North America | $ | 3,168 | $ | 4,583 | (30.9) | % | |||||||||||
| Europe, Middle East and Africa | 3,214 | 3,214 | — | % | |||||||||||||
| South America | 1,400 | 1,623 | (13.7) | % | |||||||||||||
| Asia Pacific | 1,010 | 1,176 | (14.1) | % | |||||||||||||
| Total | $ | 8,792 | $ | 10,596 | (17.0) | % | |||||||||||
Agriculture's net sales totaled $8,792 million in the nine months ended September 30, 2025, a decline of 17.0% compared to the nine months ended September 30, 2024 (down 16.6% on a constant currency basis) primarily due to lower shipment volumes on decreased industry demand and continued channel destocking.
For the nine months ended September 30, 2025 in North America, industry volume was down 5% year-over-year for tractors under 140 HP and down 34% for tractors over 140 HP; combines were down 28%. In EMEA, tractor and combine demand was down 12% and 8%, respectively. South America tractor demand was up 2% and combine demand was down 5%. Asia Pacific tractor demand was up 10% while combine demand was down 33% in the region as a whole.
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Adjusted EBIT
Adjusted EBIT was $539 million in the nine months ended September 30, 2025, compared to $1,226 million in the nine months ended September 30, 2024. The decrease was driven by lower shipment volumes, partially offset by lower production costs. R&D expenses accounted for 6.9% of sales (5.8% in the nine months ended September 30, 2024), including a $49 million impairment charge related to Bennamann IPR&D in the third quarter of 2025. Adjusted EBIT margin was 6.1%.
Construction
Net Sales
The following table shows Construction net sales by geographic region for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 (in millions of dollars, except percentages):
Construction Sales—by geographic region
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| North America | $ | 1,101 | $ | 1,300 | (15.3) | % | |||||||||||
| Europe, Middle East and Africa | 530 | 479 | 10.6 | % | |||||||||||||
| South America | 338 | 394 | (14.2) | % | |||||||||||||
| Asia Pacific | 134 | 162 | (17.3) | % | |||||||||||||
| Total | $ | 2,103 | $ | 2,335 | (9.9) | % | |||||||||||
Construction's net sales totaled $2,103 million in the nine months ended September 30, 2025, a decline of 9.9% compared to the nine months ended September 30, 2024 (down 9.2% on a constant currency basis), primarily due to lower shipment volumes in North America.
In the nine months ended September 30, 2025, global industry volume for construction equipment rose 7% year-over-year for Heavy construction equipment; while Light construction equipment remained stable. Aggregated demand was steady in EMEA, down 1% in North America, up 7% in Asia Pacific and up 2% in South America.
Adjusted EBIT
Adjusted EBIT was $63 million in the nine months ended September 30, 2025, compared to $151 million in the nine months ended September 30, 2024 as a result of lower shipment volumes and higher SG&A expenses, partially offset by lower production costs. Adjusted EBIT margin was 3.0%.
Financial Services Performance
Finance, Interest and Other Income
Revenues of Financial Services were $2,020 million for the nine months ended September 30, 2025, down 0.5% compared to the nine months ended September 30, 2024 (up 1.8% on a constant currency basis), reflecting unfavorable currency translation and lower yields in South America and EMEA, partially offset by favorable volumes across most regions and higher yields in North America.
Net Income
Net income of Financial Services was $224 million for the nine months ended September 30, 2025, a decrease of $63 million compared to the nine months ended September 30, 2024, primarily due to higher risk costs in Brazil and North America, a higher effective tax rate due to a prior year Argentina inflation adjustment, and lower recoveries on used equipment sales. These impacts were partially offset by improved interest margins and favorable volumes in most regions.
In the nine months ended September 30, 2025, retail loan originations, including unconsolidated joint ventures, were $7.8 billion, down $0.4 billion compared to 2024 (down $0.4 billion on a constant currency basis). The managed portfolio, including unconsolidated joint ventures, was $28.5 billion as of September 30, 2025 (of which retail was 71% and wholesale 29%), down $0.5 billion compared to September 30, 2024 (down $0.6 billion on a constant currency basis).
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Reconciliation of Net Income (Loss) to Adjusted EBIT
The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure (in millions of dollars):
| Nine Months Ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Agriculture | $ | 539 | $ | 1,226 | ||||||||||
Construction | 63 | 151 | ||||||||||||
| Unallocated items, eliminations and other | (173) | (167) | ||||||||||||
| Total Adjusted EBIT of Industrial Activities | 429 | 1,210 | ||||||||||||
| Financial Services Net income (loss) | 224 | 287 | ||||||||||||
| Financial Services Income Taxes | 68 | 55 | ||||||||||||
| Interest expense of Industrial Activities, net of interest income and eliminations | (77) | (114) | ||||||||||||
| Foreign exchange gains (losses), net of Industrial Activities | (19) | (12) | ||||||||||||
Finance and non-service component of Pension and other postemployment benefit cost of Industrial Activities(1) | (11) | (2) | ||||||||||||
| Restructuring expenses of Industrial Activities | (15) | (93) | ||||||||||||
Other discrete items(2) | (59) | (1) | ||||||||||||
| Income (loss) before taxes | 540 | 1,330 | ||||||||||||
| Income tax (expense) benefit | (124) | (247) | ||||||||||||
| Net income (loss) | $ | 416 | $ | 1,083 | ||||||||||
(1)For each of the nine months ended September 30, 2025 and 2024, this item includes a pre-tax gain of $18 million resulting from the four-year amortization of the $101 million positive impact from the 2021 U.S. healthcare plan modification.
(2)For the nine months ended September 30, 2025, this item includes a $49 million impairment charge related to Bennamann IPR&D and a $10 million inventory write-down for the New Holland T6.180 Methane Power Tractor. For the nine months ended September 30, 2024, this item includes a $14 million gain from a fair value adjustment related to an investment in unconsolidated subsidiary, offset by a $15 million loss on the sale of certain non-core product lines.
47
Supplemental Information
The operations, key financial measures, and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding the consolidated operations and financial results of CNH. This supplemental information does not purport to represent the operations of each group as if each group were to operate on a standalone basis. This supplemental data includes:
Industrial Activities—The financial information captioned "Industrial Activities" reflects the consolidation of all majority-owned subsidiaries except for the Financial Services business.
Financial Services—The financial information captioned "Financial Services" reflects the consolidation or combination of the Financial Services business.
| Supplemental Statements of Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of dollars) | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 3,702 | $ | — | $ | — | $ | 3,702 | $ | 3,997 | $ | — | $ | — | $ | 3,997 | ||||||||||||||||||||||||||||||||||
| Finance, interest and other income | 38 | 684 | (25) | (2) | 697 | 27 | 659 | (29) | (2) | 657 | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | 3,740 | 684 | (25) | 4,399 | 4,024 | 659 | (29) | 4,654 | ||||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | 2,995 | — | — | 2,995 | 3,130 | — | — | 3,130 | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | 381 | 168 | — | 549 | 313 | 113 | — | 426 | ||||||||||||||||||||||||||||||||||||||||||
| Research and development expenses | 281 | — | — | 281 | 221 | — | — | 221 | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring expenses | 4 | (1) | — | 3 | 12 | — | — | 12 | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 64 | 339 | (25) | (3) | 378 | 63 | 344 | (29) | (3) | 378 | ||||||||||||||||||||||||||||||||||||||||
| Other, net | 20 | 122 | — | 142 | 11 | 116 | — | 127 | ||||||||||||||||||||||||||||||||||||||||||
| Total Costs and Expenses | 3,745 | 628 | (25) | 4,348 | 3,750 | 573 | (29) | 4,294 | ||||||||||||||||||||||||||||||||||||||||||
| Income of Consolidated Group before Income Taxes | (5) | 56 | — | 51 | 274 | 86 | — | 360 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 14 | (15) | — | (1) | (62) | (13) | — | (75) | ||||||||||||||||||||||||||||||||||||||||||
Equity in income of unconsolidated subsidiaries and affiliates | 11 | 6 | — | 17 | 20 | 5 | — | 25 | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 20 | $ | 47 | $ | — | $ | 67 | $ | 232 | $ | 78 | $ | — | $ | 310 | ||||||||||||||||||||||||||||||||||
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)Eliminations of Financial Services' interest income earned from Industrial Activities.
(3)Eliminations of Industrial Activities' interest expense to Financial Services.
48
| Statement of Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of dollars) | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 10,895 | $ | — | $ | — | $ | 10,895 | $ | 12,931 | $ | — | $ | — | $ | 12,931 | ||||||||||||||||||||||||||||||||||
| Finance, interest and other income | 107 | 2,020 | (84) | (2) | 2,043 | 98 | 2,031 | (100) | (2) | 2,029 | ||||||||||||||||||||||||||||||||||||||||
| Total Revenues | 11,002 | 2,020 | (84) | 12,938 | 13,029 | 2,031 | (100) | 14,960 | ||||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of goods sold | 8,756 | — | — | 8,756 | 10,027 | — | — | 10,027 | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general & administrative expenses | 1,050 | 363 | — | 1,413 | 1,029 | 269 | — | 1,298 | ||||||||||||||||||||||||||||||||||||||||||
| Research and development expenses | 683 | — | — | 683 | 686 | — | — | 686 | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring expenses | 15 | (1) | — | 14 | 93 | 1 | — | 94 | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | 184 | 1,000 | (84) | (3) | 1,100 | 212 | 1,078 | (100) | (3) | 1,190 | ||||||||||||||||||||||||||||||||||||||||
| Other, net | 103 | 381 | — | 484 | 94 | 355 | — | 449 | ||||||||||||||||||||||||||||||||||||||||||
| Total Costs and Expenses | 10,791 | 1,743 | (84) | 12,450 | 12,141 | 1,703 | (100) | 13,744 | ||||||||||||||||||||||||||||||||||||||||||
| Income of Consolidated Group before Income Taxes | 211 | 277 | — | 488 | 888 | 328 | — | 1,216 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (56) | (68) | — | (124) | (192) | (55) | — | (247) | ||||||||||||||||||||||||||||||||||||||||||
Equity in income of unconsolidated subsidiaries and affiliates | 37 | 15 | — | 52 | 100 | 14 | — | 114 | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 192 | $ | 224 | $ | — | $ | 416 | $ | 796 | $ | 287 | $ | — | $ | 1,083 | ||||||||||||||||||||||||||||||||||
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)Eliminations of Financial Services' interest income earned from Industrial Activities.
(3)Eliminations of Industrial Activities' interest expense to Financial Services.
49
| Supplemental Balance Sheets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of dollars) | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,456 | $ | 847 | $ | — | $ | 2,303 | $ | 2,332 | $ | 859 | $ | — | $ | 3,191 | ||||||||||||||||||||||||||||||||||
| Restricted cash | 112 | 541 | — | 653 | 89 | 586 | — | 675 | ||||||||||||||||||||||||||||||||||||||||||
| Trade receivables, net | 193 | 12 | (9) | (2) | 196 | 121 | 11 | (7) | (2) | 125 | ||||||||||||||||||||||||||||||||||||||||
| Financing receivables, net | 418 | 23,734 | (1,151) | (3) | 23,001 | 218 | 23,528 | (661) | (3) | 23,085 | ||||||||||||||||||||||||||||||||||||||||
| Financial receivables from Iveco Group N.V. | 155 | 107 | — | 262 | 50 | 118 | — | 168 | ||||||||||||||||||||||||||||||||||||||||||
| Inventories, net | 5,273 | 80 | — | 5,353 | 4,713 | 63 | — | 4,776 | ||||||||||||||||||||||||||||||||||||||||||
| Property, plant and equipment, net | 2,180 | 3 | — | 2,183 | 1,935 | 1 | — | 1,936 | ||||||||||||||||||||||||||||||||||||||||||
| Investments in unconsolidated subsidiaries and affiliates | 357 | 151 | — | 508 | 371 | 119 | — | 490 | ||||||||||||||||||||||||||||||||||||||||||
| Equipment under operating leases | 29 | 1,520 | — | 1,549 | 44 | 1,422 | — | 1,466 | ||||||||||||||||||||||||||||||||||||||||||
| Goodwill, net | 3,474 | 139 | — | 3,613 | 3,446 | 138 | — | 3,584 | ||||||||||||||||||||||||||||||||||||||||||
| Other intangible assets, net | 1,159 | 28 | — | 1,187 | 1,197 | 24 | — | 1,221 | ||||||||||||||||||||||||||||||||||||||||||
| Deferred tax assets | 997 | 116 | (95) | (4) | 1,018 | 899 | 134 | (106) | (4) | 927 | ||||||||||||||||||||||||||||||||||||||||
| Derivative assets | 46 | 114 | (5) | (5) | 155 | 82 | 132 | (18) | (5) | 196 | ||||||||||||||||||||||||||||||||||||||||
| Other assets | 1,281 | 175 | (179) | (2) | 1,277 | 1,180 | 119 | (206) | (2) | 1,093 | ||||||||||||||||||||||||||||||||||||||||
| Total Assets | $ | 17,130 | $ | 27,567 | $ | (1,439) | $ | 43,258 | $ | 16,677 | $ | 27,254 | $ | (998) | $ | 42,933 | ||||||||||||||||||||||||||||||||||
| Liabilities and Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | $ | 4,976 | $ | 23,386 | $ | (1,234) | (3) | $ | 27,128 | $ | 4,499 | $ | 23,173 | $ | (790) | (3) | $ | 26,882 | ||||||||||||||||||||||||||||||||
| Financial payables from Iveco Group N.V. | 3 | 35 | — | 38 | 4 | 58 | — | 62 | ||||||||||||||||||||||||||||||||||||||||||
| Trade payables | 2,148 | 138 | (9) | (2) | 2,277 | 2,123 | 176 | (7) | (2) | 2,292 | ||||||||||||||||||||||||||||||||||||||||
| Deferred tax liabilities | 33 | 95 | (95) | (4) | 33 | 28 | 106 | (106) | (4) | 28 | ||||||||||||||||||||||||||||||||||||||||
| Pension, postretirement and other postemployment benefits | 405 | 7 | — | 412 | 385 | 7 | — | 392 | ||||||||||||||||||||||||||||||||||||||||||
| Derivative liabilities | 61 | 37 | (5) | (5) | 93 | 101 | 63 | (18) | (5) | 146 | ||||||||||||||||||||||||||||||||||||||||
| Other liabilities | 4,563 | 973 | (96) | (2) | 5,440 | 4,514 | 926 | (77) | (2) | 5,363 | ||||||||||||||||||||||||||||||||||||||||
| Total Liabilities | 12,189 | 24,671 | (1,439) | 35,421 | 11,654 | 24,509 | (998) | 35,165 | ||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interest | 60 | — | — | 60 | 55 | — | — | 55 | ||||||||||||||||||||||||||||||||||||||||||
| Equity | 4,881 | 2,896 | — | 7,777 | 4,968 | 2,745 | — | 7,713 | ||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities and Equity | $ | 17,130 | $ | 27,567 | $ | (1,439) | $ | 43,258 | $ | 16,677 | $ | 27,254 | $ | (998) | $ | 42,933 | ||||||||||||||||||||||||||||||||||
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)Eliminations of primarily receivables/payables between Industrial Activities and Financial Services.
(3)Eliminations of financing receivables/payables between Industrial Activities and Financial Services.
(4)Reclassification of deferred tax assets/liabilities in the same jurisdiction and reclassification needed for appropriate consolidated presentation.
(5)Elimination of derivative assets/liabilities between Industrial Activities and Financial Services.
50
| Supplemental Statements of Cash Flows | |||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions of dollars) | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | Industrial Activities(1) | Financial Services | Eliminations | Consolidated | |||||||||||||||||||||||||||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 192 | $ | 224 | $ | — | $ | 416 | $ | 796 | $ | 287 | $ | — | $ | 1,083 | |||||||||||||||||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense excluding assets under operating leases | 314 | 4 | — | 318 | 312 | 3 | — | 315 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense of assets under operating leases | 4 | 143 | — | 147 | 6 | 133 | — | 139 | |||||||||||||||||||||||||||||||||||||||
| (Gain) loss from disposal of assets, net | (3) | — | — | (3) | 7 | — | — | 7 | |||||||||||||||||||||||||||||||||||||||
| Undistributed income of unconsolidated subsidiaries | 197 | (15) | (180) | (2) | 2 | 88 | (14) | (105) | (2) | (31) | |||||||||||||||||||||||||||||||||||||
| Other non-cash items, net | 99 | 293 | — | 392 | 45 | 231 | — | 276 | |||||||||||||||||||||||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Provisions | (215) | 3 | — | (212) | 54 | (2) | — | 52 | |||||||||||||||||||||||||||||||||||||||
| Deferred income taxes | (38) | 47 | — | 9 | 17 | (48) | — | (31) | |||||||||||||||||||||||||||||||||||||||
Trade and financing receivables related to sales, net | (54) | 1,000 | 2 | (3) | 948 | (81) | 565 | (2) | (3) | 482 | |||||||||||||||||||||||||||||||||||||
| Inventories, net | (308) | 216 | — | (92) | (468) | 212 | — | (256) | |||||||||||||||||||||||||||||||||||||||
| Trade payables | (120) | (38) | (3) | (3) | (161) | (1,154) | (65) | 2 | (3) | (1,217) | |||||||||||||||||||||||||||||||||||||
| Other assets and liabilities | (32) | (140) | 1 | (3) | (171) | (507) | (36) | — | (3) | (543) | |||||||||||||||||||||||||||||||||||||
| Net cash provided (used) by operating activities | 36 | 1,737 | (180) | 1,593 | (885) | 1,266 | (105) | 276 | |||||||||||||||||||||||||||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||||||||||||||||||||||||||||||||
| Additions to retail receivables | — | (5,605) | — | (5,605) | — | (5,917) | — | (5,917) | |||||||||||||||||||||||||||||||||||||||
| Collections of retail receivables | — | 5,575 | — | 5,575 | — | 4,840 | — | 4,840 | |||||||||||||||||||||||||||||||||||||||
| Proceeds from sale of assets, excluding assets sold under operating leases | 7 | — | — | 7 | 1 | — | — | 1 | |||||||||||||||||||||||||||||||||||||||
| Expenditures for property, plant and equipment and intangible assets, excluding assets under operating leases | (321) | (9) | — | (330) | (329) | (1) | — | (330) | |||||||||||||||||||||||||||||||||||||||
| Expenditures for assets under operating leases | — | (456) | — | (456) | (27) | (354) | — | (381) | |||||||||||||||||||||||||||||||||||||||
| Other, net | (76) | (203) | — | (279) | 206 | (195) | (1) | 10 | |||||||||||||||||||||||||||||||||||||||
| Net cash provided (used) by investing activities | (390) | (698) | — | (1,088) | (149) | (1,627) | (1) | (1,777) | |||||||||||||||||||||||||||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from long-term debt | 1,484 | 8,608 | — | 10,092 | 1,916 | 11,178 | — | 13,094 | |||||||||||||||||||||||||||||||||||||||
| Payments of long-term debt | (1,660) | (7,699) | — | (9,359) | (1,855) | (10,354) | — | (12,209) | |||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in other financial liabilities | (100) | (1,890) | — | (1,990) | 165 | (757) | — | (592) | |||||||||||||||||||||||||||||||||||||||
| Dividends paid | (322) | (180) | 180 | (2) | (322) | (600) | (105) | 105 | (2) | (600) | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock and other | (55) | — | — | (55) | (689) | (1) | 1 | (689) | |||||||||||||||||||||||||||||||||||||||
| Net cash provided (used) by financing activities | (653) | (1,161) | 180 | (1,634) | (1,063) | (39) | 106 | (996) | |||||||||||||||||||||||||||||||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash | 154 | 65 | — | 219 | (75) | (23) | — | (98) | |||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (853) | (57) | — | (910) | (2,172) | (423) | — | (2,595) | |||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents, beginning of year | 2,421 | 1,445 | — | 3,866 | 3,628 | 1,417 | — | 5,045 | |||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents, end of period | $ | 1,568 | $ | 1,388 | $ | — | $ | 2,956 | $ | 1,456 | $ | 994 | $ | — | $ | 2,450 | |||||||||||||||||||||||||||||||
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash used in operating activities.
(3)This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.
51
B. CRITICAL ACCOUNTING ESTIMATES
See our critical accounting estimates discussed in Part II, Item 7. Management's Discussion and Analysis of Financial Condition—Critical Accounting Estimates of our 2024 Annual Report. There have been no material changes to these estimates.
C. LIQUIDITY AND CAPITAL RESOURCES
The following discussion of liquidity and capital resources principally focuses on our consolidated statement of cash flows and our consolidated statement of financial position. Our operations are capital-intensive and subject to seasonal variations in financing requirements for dealer receivables and dealer and company inventories.
Cash Flow Analysis
At September 30, 2025, Cash and cash equivalents and Restricted cash were $2,956 million, a decrease of $910 million from $3,866 million at December 31, 2024. The decline was primarily driven by a decrease in Financial Services debt mainly attributable to lower portfolio receivables, decreased net income, purchases of operating lease assets, investments in fixed assets, and dividend payments, partially offset by favorable changes in working capital.
At September 30, 2025, Cash and cash equivalents were $2,303 million ($3,191 million at December 31, 2024) and Restricted cash was $653 million ($675 million at December 31, 2024), respectively. Undrawn medium-term unsecured committed facilities were $5,812 million ($5,493 million at December 31, 2024). At September 30, 2025, the aggregate of Cash and cash equivalents, Restricted cash, undrawn medium-term unsecured committed facilities, and net financial receivables from Iveco Group which we consider to constitute our principal liquid assets ("available liquidity"), totaled $8,992 million ($9,465 million at December 31, 2024). At September 30, 2025, this amount also included $224 million net financial receivables from Iveco Group ($106 million net financial receivables at December 31, 2024), consisting of net financial receivables mainly towards Financial Services of Iveco Group.
Net Cash from Operating Activities
Cash provided by operating activities in the nine months ended September 30, 2025 totaled $1,593 million and primarily comprised the following elements:
▪$416 million net income;
▪plus $465 million in non-cash charges for depreciation and amortization ($318 million excluding equipment under operating leases);
▪plus change in working capital of $524 million;
▪plus $392 million in Other non-cash items;
▪less change in provisions of $212 million.
In the nine months ended September 30, 2024, net cash provided in operating activities was $276 million primarily as a result of $1,083 million in net income and $454 million in non-cash charges for depreciation and amortization, offset by a $1,534 million change in working capital.
Net Cash from Investing Activities
Net cash used in investing activities was $1,088 million in the nine months ended September 30, 2025, primarily driven by $456 million in operating lease asset purchases and $330 million in capital expenditures excluding operating leases.
Net cash used in investing activities was $1,777 million in the nine months ended September 30, 2024 and was primarily due to $1,077 million in net additions to retail receivables, $381 million in operating lease asset purchases, and $330 million in capital expenditures excluding operating leases.
Net Cash from Financing Activities
Net cash used in financing activities was $1,634 million in the nine months ended September 30, 2025, primarily reflecting a reduction in Financial Services debt and dividend payments.
Net cash used in financing activities was $996 million in the nine months ended September 30, 2024, primarily due to share repurchases and dividend payments, partially offset by a $293 million increase in external borrowings to support working capital requirements.
52
A summary of total debt as of September 30, 2025 and December 31, 2024 is as follows (in millions of dollars):
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Industrial Activities | Financial Services | Total | Industrial Activities | Financial Services | Total | ||||||||||||||||||||||||||||||
| Total bonds | $ | 4,036 | $ | 7,223 | $ | 11,259 | $ | 3,774 | $ | 6,022 | $ | 9,796 | |||||||||||||||||||||||
| Asset-backed debt | — | 11,358 | 11,358 | — | 11,965 | 11,965 | |||||||||||||||||||||||||||||
| Other debt | 186 | 4,325 | 4,511 | 269 | 4,852 | 5,121 | |||||||||||||||||||||||||||||
| Intersegment debt | 754 | 480 | — | 456 | 334 | — | |||||||||||||||||||||||||||||
| Total Debt | 4,976 | 23,386 | 27,128 | 4,499 | 23,173 | 26,882 | |||||||||||||||||||||||||||||
| Financial payables to Iveco Group N.V. | 3 | 35 | 38 | 4 | 58 | 62 | |||||||||||||||||||||||||||||
| Total Debt (including Financial payables to Iveco Group N.V.) | $ | 4,979 | $ | 23,421 | $ | 27,166 | $ | 4,503 | $ | 23,231 | $ | 26,944 | |||||||||||||||||||||||
53
A summary of issued bonds outstanding as of September 30, 2025 is as follows (in millions of dollars, except percentages):
| Currency | Face value of outstanding bonds | Coupon | Maturity | Outstanding amount | |||||||||||||||||||||||||
| Industrial Activities | |||||||||||||||||||||||||||||
| Euro Medium Term Notes: | |||||||||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 100 | 3.500 | % | November 12, 2025 | $ | 117 | ||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 500 | 1.875 | % | January 19, 2026 | 587 | |||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 600 | 1.750 | % | March 25, 2027 | 704 | |||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 50 | 3.875 | % | April 21, 2028 | 59 | |||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 500 | 1.625 | % | July 3, 2029 | 587 | |||||||||||||||||||||||
CNH Industrial Finance Europe S.A.(1) | EUR | 50 | 2.200 | % | July 15, 2039 | 59 | |||||||||||||||||||||||
CNH Industrial N.V.(2) | EUR | 750 | 3.750 | % | June 11, 2031 | 881 | |||||||||||||||||||||||
CNH Industrial N.V.(2) | EUR | 500 | 3.875 | % | September 3, 2035 | 587 | |||||||||||||||||||||||
| Other Bonds: | |||||||||||||||||||||||||||||
CNH Industrial N.V.(3) | USD | 500 | 3.850 | % | November 15, 2027 | 500 | |||||||||||||||||||||||
| Hedging effects, bond premium/discount, and unamortized issuance costs | (45) | ||||||||||||||||||||||||||||
| Total Industrial Activities | $ | 4,036 | |||||||||||||||||||||||||||
| Financial Services | |||||||||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 400 | 5.450 | % | October 14, 2025 | $ | 400 | ||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 500 | 1.875 | % | January 15, 2026 | 500 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 600 | 1.450 | % | July 15, 2026 | 600 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 500 | 4.500 | % | October 8, 2027 | 500 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 500 | 4.750 | % | March 21, 2028 | 500 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 600 | 4.550 | % | April 10, 2028 | 600 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 500 | 5.500 | % | January 12, 2029 | 500 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 600 | 5.100 | % | April 20, 2029 | 600 | |||||||||||||||||||||||
| CNH Industrial Capital LLC | USD | 500 | 4.500 | % | October 16, 2030 | 500 | |||||||||||||||||||||||
| CNH Industrial Capital Australia Pty Ltd. | AUD | 775 | 4.700 % 5.800 % | 2026/2028 | 512 | ||||||||||||||||||||||||
| CNH Industrial Capital Canada Ltd | CAD | 400 | 5.500 | % | August 11, 2026 | 287 | |||||||||||||||||||||||
| CNH Industrial Capital Canada Ltd | CAD | 400 | 4.800 | % | March 25, 2027 | 287 | |||||||||||||||||||||||
| CNH Industrial Capital Canada Ltd | CAD | 300 | 4.000 | % | April 11, 2028 | 216 | |||||||||||||||||||||||
| CNH Industrial Capital Canada Ltd | CAD | 500 | 3.750 | % | June 5, 2029 | 359 | |||||||||||||||||||||||
| CNH Industrial Capital Argentina S.A. | USD | 129 | 0.000 % 8.2500 % | 2025/2028 | 129 | ||||||||||||||||||||||||
| Banco CNH Industrial Capital S.A. | BRL | 3,962 | 12.290 % 18.630 % | 2025/2032 | 746 | ||||||||||||||||||||||||
| Hedging effects, bond premium/discount, and unamortized issuance costs | (13) | ||||||||||||||||||||||||||||
| Total Financial Services | $ | 7,223 | |||||||||||||||||||||||||||
(1)Bond listed on the regulated market of Euronext Dublin.
(2)Bond listed on the Global Exchange Market of Euronext Dublin.
(3)Bond listed on the New York Stock Exchange.
54
The calculation of Net Cash (Debt) as of September 30, 2025 and December 31, 2024 and the reconciliation of Total Debt, the U.S. GAAP financial measure that we believe to be most directly comparable to Net Cash (Debt) are shown below (in millions of dollars):
| Consolidated | Industrial Activities | Financial Services | |||||||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||
| Third-party (debt) | $ | (27,128) | $ | (26,882) | $ | (4,222) | $ | (4,043) | $ | (22,906) | $ | (22,839) | |||||||||||||||||||||||
| Intersegment notes payable | — | — | (754) | (456) | (480) | (334) | |||||||||||||||||||||||||||||
| Financial payables to Iveco Group N.V. | (38) | (62) | (3) | (4) | (35) | (58) | |||||||||||||||||||||||||||||
Total Debt(1) | (27,166) | (26,944) | (4,979) | (4,503) | (23,421) | (23,231) | |||||||||||||||||||||||||||||
| Cash and cash equivalents | 2,303 | 3,191 | 1,456 | 2,332 | 847 | 859 | |||||||||||||||||||||||||||||
| Restricted cash | 653 | 675 | 112 | 89 | 541 | 586 | |||||||||||||||||||||||||||||
| Intersegment notes receivable | — | — | 480 | 334 | 754 | 456 | |||||||||||||||||||||||||||||
| Financial receivables from Iveco Group N.V. | 262 | 168 | 155 | 50 | 107 | 118 | |||||||||||||||||||||||||||||
| Derivatives hedging debt | 9 | (37) | (15) | (29) | 24 | (8) | |||||||||||||||||||||||||||||
Net Cash (Debt)(2) | $ | (23,939) | $ | (22,947) | $ | (2,791) | $ | (1,727) | $ | (21,148) | $ | (21,220) | |||||||||||||||||||||||
(1)Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $754 million and $456 million as of September 30, 2025 and December 31, 2024, respectively. Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $480 million and $334 million as of September 30, 2025 and December 31, 2024, respectively.
(2)The net intersegment receivable/(payable) balance recorded by Financial Services relating to Industrial Activities was $274 million and $122 million as of September 30, 2025 and December 31, 2024, respectively.
Excluding negative exchange rate differences of $1,360 million, Net (Debt) at September 30, 2025 decreased by $368 million compared to December 31, 2024. The decrease was primarily driven by lower Financial Services debt due to reduced portfolio receivables, partially offset by higher Net Industrial Debt from free cash flow absorption, shareholder dividends and share buybacks.
At September 30, 2025, available committed unsecured facilities expiring after twelve months totaled approximately $5.8 billion ($5.5 billion at December 31, 2024). Committed asset-backed facilities expiring after twelve months totaled approximately $3.7 billion at both dates, of which $3.5 billion was utilized at September 30, 2025 ($3.1 billion at December 31, 2024).
With the liquidity position at the end of September 2025 and the demonstrated access to the financial markets, CNH believes that its cash and cash equivalents, access to credit facilities and cash flows from future operations will be adequate to fund its known cash needs.
In April 2024, the Company terminated its five-year committed revolving credit agreement dated March 18, 2019 (as amended and restated on December 10, 2021) and entered into a new five-year credit agreement. The credit facility provides for an unsecured, committed revolving credit facility in an aggregate principal amount equal to €3.25 billion. The Company may elect to increase the total commitments under the credit facility up to an additional €500 million on the terms set forth in the credit agreement.
In March 2025, the Company extended the maturity date by one year on the terms set forth in the credit agreement. As such, the credit agreement will mature, and all outstanding loans will become due and payable, on April 19, 2030, or such later date as may be extended pursuant to a remaining one-year extension option which is available to the Company.
At September 30, 2025, the Company was in compliance with all covenants in the credit agreement.
Please refer to "Note 10: Debt" in our 2024 Form 10-K for more information related to our debt and credit facilities.
Contingencies
As a global company with a diverse business portfolio, CNH is exposed to numerous legal risks, including legal proceedings, claims and governmental investigations, particularly in the areas of product liability (including asbestos-related liability), product performance, emissions and fuel economy, retail and wholesale credit, competition and antitrust law, intellectual property matters (including patent infringement), disputes with dealers and suppliers and service providers, environmental risks, and tax and employment matters. For more information, please refer to the information presented in "Note 16: Commitments and Contingencies" to our consolidated financial statements.
55
The Company responded to subpoenas issued by the Securities and Exchange Commission (the "SEC") requesting information and documents relating to our revenue recognition and sales practices. The Company cooperated with the SEC's inquiry and provided responsive documents and information. On July 25, 2025, the Company was notified by the SEC Staff that it had concluded its inquiry and did not intend to recommend any enforcement action to the Commission.
SAFE HARBOR STATEMENT
This Quarterly Report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact contained in this filing, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward-looking statements also include statements regarding the future performance of CNH and its subsidiaries on a standalone basis. These statements may include terminology such as "may", "will", "expect", "could", "should", "intend", "estimate", "anticipate", "believe", "outlook", "continue", "remain", "on track", "design", "target", "objective", "goal", "forecast", "projection", "prospects", "plan", or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by geopolitical events; production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods related products, changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods related issues such as agriculture, the environment, debt relief and subsidy program policies, trade, commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls, tariffs and other protective measures issued to promote national interests or address foreign competition, which in turn result or may result in retaliatory tariffs or other measures enacted by affected trade partners; volatility in international trade caused by the imposition of tariffs and the related impact on cost and prices, which could consequently affect demand of our products, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere; the remediation of a material weakness; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.
Forward-looking statements are based upon assumptions relating to the factors described in this filing, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH's control. CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this document to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.
Further information concerning CNH, including factors that potentially could materially affect its financial results, is included in the Company's reports and filings with the U.S. SEC.
56
All future written and oral forward-looking statements by CNH or persons acting on behalf of CNH are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.
Additional factors could cause actual results to differ from those expressed or implied by the forward-looking statements included in the Company's filings with the SEC (including, but not limited to, the factors discussed in our 2024 Annual Report and subsequent quarterly reports).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See Part II, Item 7A of our 2024 Annual Report. There has been no material change in this information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation, our principal executive officer and principal financial officer concluded that, due to the material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of September 30, 2025.
Material Weakness in Internal Control over Financial Reporting – Inventory Management
In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting that remains unremediated as of September 30, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness relates to deficiencies in the operating effectiveness of internal controls related to the existence and completeness of raw material and work-in-process inventory.
These control deficiencies have not resulted in an error or misstatements to our financial statements or the need to revise any previously published financial results. However, the control deficiencies could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.
We, with the oversight of the Audit Committee of the Board of Directors, are taking actions to remediate the material weakness in internal control over financial reporting. Such remediation actions are ongoing and include:
1.We have engaged consulting professionals with knowledge and experience specific to cycle count internal controls to assist us in developing a remediation plan. The outside consulting professionals have evaluated and made recommendations to improve our current raw material and work-in-process cycle count program and full-physical inventory controls, including more effective use of the IT systems used to facilitate these inventory counts, to ensure compliance with our policies;
2.We are planning the execution of full-physical inventory counts of raw material and work-in-process inventory in the fourth quarter of 2025 at certain locations;
3.We have developed standard operating procedures to ensure consistent communication of the raw material and work-in-process inventory count processes and adherence to our cycle count policy at facilities managed by us and third-party warehouse service providers;
4.We have provided training on standard operating procedures, cycle count policy and related internal controls to plant personnel responsible for the cycle count program and inventory processes and continue to reinforce our policies and procedures to ensure the controls are operating effectively going forward.
Changes in Internal Control over Financial Reporting
As described above, the Company has taken steps to remediate the material weakness noted above. Other than in connection with these remediation steps, there have been no changes in our internal control over financial reporting during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
57
Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to the costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
58
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See "Note 16: Commitments and Contingencies" to our consolidated financial statements.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K ( Part I, Item 1A) for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q (Part II, Item 1A) for the quarter ended March 31, 2025. The risks described in those reports, and in the "Safe Harbor Statement" within this report are not the only risks faced by us. Additional risks and uncertainties not currently known, or that are currently judged to be immaterial, may also materially affect our business, financial condition or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In February 2024, the Company's Board of Directors authorized a $500 million share buyback program under which the Company may repurchase its common shares in the open market or through privately negotiated or other transactions, including at the Company's election trading plans under Rule 10b5-1 under the Securities Exchange Act of 1934 depending on share price, market conditions and other factors.
The Company's purchases of its common shares under its buyback programs during the three months ended September 30, 2025, were as follows:
| Period | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Average Price Paid per Share ($) | Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($) | ||||||||||||||
| 7/1/2025 - 7/31/2025 | — | — | 344,690,505 | ||||||||||||||
| 8/1/2025 - 8/31/2025 | 418,010 | 11.97 | 339,686,340 | ||||||||||||||
9/1/2025 - 9/30/2025 | 4,026,224 | 11.18 | 294,653,034 | ||||||||||||||
| Total | 4,444,234 | 294,653,034 | |||||||||||||||
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
59
| ITEM 6. EXHIBITS | ||||||||
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||
| 104 | Cover page Interactive Data File is formatted in Inline XBRL and is contained in Exhibits 101 | |||||||
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular any warranties or representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.
60
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CNH INDUSTRIAL N.V. | |||||||||||
| /s/ GERRIT MARX | |||||||||||
| Gerrit Marx | |||||||||||
| Chief Executive Officer | |||||||||||
| /s/ JAMES A.J. NICKOLAS | |||||||||||
| James A.J. Nickolas | |||||||||||
| Chief Financial Officer | |||||||||||
November 7, 2025 | |||||||||||
61
Exhibit 31.1
CNH INDUSTRIAL N.V.
CERTIFICATION OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerrit Marx, certify that:
1.I have reviewed this quarterly report on Form 10-Q of CNH Industrial N.V. (the Registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
| November 7, 2025 | CNH INDUSTRIAL N.V. | |||||||
| /s/ GERRIT MARX | ||||||||
| Gerrit Marx | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 31.2
CNH INDUSTRIAL N.V.
CERTIFICATION OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James A.J. Nickolas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CNH Industrial N.V. (the Registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.
November 7, 2025 | CNH INDUSTRIAL N.V. | |||||||
| /s/ JAMES A.J. NICKOLAS | ||||||||
| James A.J. Nickolas | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 32.1
CNH INDUSTRIAL N.V.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of CNH Industrial N.V. (the "Company") on Form 10-Q for the period ended September 30, 2025 (the Report) as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
November 7, 2025 | CNH INDUSTRIAL N.V. | |||||||
| /s/ GERRIT MARX | ||||||||
| Gerrit Marx | ||||||||
| Chief Executive Officer | ||||||||
| /s/ JAMES A.J. NICKOLAS | ||||||||
| James A.J. Nickolas | ||||||||
| Chief Financial Officer | ||||||||