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

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. o Yes ý No*

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

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

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

As of March 31, 2014, all of the limited liability company interests of the registrant were held by CNH Industrial America LLC, a wholly-owned subsidiary of CNH Industrial N.V.

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

* The registrant currently is not subject to the filing requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. The registrant 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 as if it were subject to such filing requirements during the entirety of such period.

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(Dollars in thousands)

(Unaudited)

	2014			2013

REVENUES
Interest income on retail notes and finance leases	$	48,525		$	46,074
Interest income on wholesale notes		15,501			14,659
Interest and other income from affiliates		107,350			98,027
Rental income on operating leases		36,482			33,127
Other income		13,130			13,778


Total revenues		220,988			205,665


EXPENSES
Interest expense:
Interest expense to third parties		61,600			54,163
Interest expense to affiliates		1,528			5,312


Total interest expense		63,128			59,475


Administrative and operating expenses:
Fees charged by affiliates		13,367			15,030
Provision for credit losses, net		1,460			3,499
Depreciation of equipment on operating leases		30,148			27,171
Other expenses		11,011			6,887


Total administrative and operating expenses		55,986			52,587


Total expenses		119,114			112,062


INCOME BEFORE TAXES		101,874			93,603
Income tax provision		34,807			29,743


NET INCOME		67,067			63,860
Net income attributed to noncontrolling interest		(328	)		(418	)


NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	66,739		$	63,442

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

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(Dollars in thousands)

(Unaudited)

	2014			2013

NET INCOME	$	67,067		$	63,860
Other comprehensive (loss) income:
Foreign currency translation adjustment		(25,047	)		(13,751	)
Pension liability adjustment		90			113
Change in unrealized gains on retained interests		(244	)		(851	)
Change in derivative financial instruments		658			842


Other comprehensive loss		(24,543	)		(13,647	)


COMPREHENSIVE INCOME		42,524			50,213
Less: comprehensive income attributable to noncontrolling interest		(328	)		(418	)


COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	42,196		$	49,795

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

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2014 AND DECEMBER 31, 2013

(Dollars in thousands)

(Unaudited)

	March 31, 2014			December 31, 2013

ASSETS
Cash and cash equivalents	$	190,039		$	697,608
Restricted cash		659,375			784,508
Receivables, less allowance for credit losses of $100,420 and $101,953, respectively		12,672,449			12,183,281
Retained interests in securitized receivables		—			2,853
Affiliated accounts and notes receivable		15,035			110,148
Equipment on operating leases, net		1,025,416			974,307
Equipment held for sale		36,166			40,750
Goodwill		114,304			115,486
Other intangible assets, net		6,554			6,804
Other assets		62,822			70,959


TOTAL	$	14,782,160		$	14,986,704




LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt (including current maturities of long-term debt)	$	4,382,394		$	4,289,189
Accounts payable and other accrued liabilities		554,938			490,506
Affiliated debt		93,132			351,004
Long-term debt		8,288,568			8,345,588


Total liabilities		13,319,032			13,476,287


Commitments and contingent liabilities (Note 10)
Stockholder's equity:
Member's capital		—			—
Paid-in capital		842,369			842,182
Accumulated other comprehensive (loss) income		(18,471	)		6,072
Retained earnings		580,474			603,735


Total CNH Industrial Capital LLC stockholder's equity		1,404,372			1,451,989
Noncontrolling interest		58,756			58,428


Total stockholder's equity		1,463,128			1,510,417


TOTAL	$	14,782,160		$	14,986,704

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

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2014 AND DECEMBER 31, 2013

(Dollars in thousands)

(Unaudited)

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

	March 31, 2014		December 31, 2013

Restricted cash	$	659,275	$	784,407
Receivables, less allowance for credit losses of $78,688 and $75,292, respectively		9,798,581		9,493,634
Equipment on operating leases, net		107,026		115,512


TOTAL	$	10,564,882	$	10,393,553




Short-term debt (including current maturities of long-term debt)	$	4,291,397	$	4,194,045
Long-term debt		5,767,480		5,796,434


TOTAL	$	10,058,877	$	9,990,479

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

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(Dollars in thousands)

(Unaudited)

	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	67,067		$	63,860
Adjustments to reconcile net income to net cash from operating activities:
Depreciation on property and equipment and equipment on operating leases		30,158			27,179
Amortization of intangibles		255			254
Provision for credit losses		1,460			3,499
Deferred income tax expense		19,806			3,301
Stock compensation expense		187			85
Changes in components of working capital:
Decrease in affiliated accounts and notes receivables		95,099			79,137
Decrease in other assets and equipment held for sale		12,245			18,106
Increase in accounts payable and other accrued liabilities		48,468			27,739


Net cash from operating activities		274,745			223,160


CASH FLOWS FROM INVESTING ACTIVITIES
Cost of receivables acquired		(4,447,061	)		(4,586,662	)
Collections of receivables		3,874,458			4,017,037
Decrease in restricted cash		120,726			100,435
Purchase of equipment on operating leases		(152,688	)		(132,478	)
Proceeds from disposal of equipment on operating leases		63,143			57,624
Capital expenditures for property and equipment		(5	)		(2	)


Net cash used in investing activities		(541,427	)		(544,046	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of affiliated debt		76,091			268,268
Payment of affiliated debt		(330,798	)		(610,165	)
Proceeds from issuance of long-term debt		1,023,017			1,252,282
Payment of long-term debt		(924,203	)		(1,034,569	)
Increase in revolving credit facilities, net		5,006			21,392
Dividends paid to CNH Industrial America LLC		(90,000	)		—


Net cash used in financing activities		(240,887	)		(102,792	)


DECREASE IN CASH AND CASH EQUIVALENTS		(507,569	)		(423,678	)
CASH AND CASH EQUIVALENTS:
Beginning of period		697,608			785,913


End of period	$	190,039		$	362,235




CASH PAID DURING THE PERIOD FOR INTEREST	$	43,310		$	44,701




CASH PAID DURING THE PERIOD FOR TAXES	$	606		$	34,144

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

	Company Stockholder

	Member's Capital		Paid-in Capital		Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Non- Controlling Interest		Total
BALANCE—January 1, 2013	$	—	$	840,940	$	46,648		$	538,855		$	56,968	$	1,483,411
Net income		—		—		—			63,442			418		63,860
Foreign currency translation adjustment		—		—		(13,751	)		—			—		(13,751	)
Stock compensation		—		85		—			—			—		85
Pension liability adjustment, net of tax		—		—		113			—			—		113
Change in unrealized gain on retained interests, net of tax		—		—		(851	)		—			—		(851	)
Change in derivative financial instruments, net of tax		—		—		842			—			—		842


BALANCE—March 31, 2013	$	—	$	841,025	$	33,001		$	602,297		$	57,386	$	1,533,709




BALANCE—January 1, 2014	$	—	$	842,182	$	6,072		$	603,735		$	58,428	$	1,510,417
Net income		—		—		—			66,739			328		67,067
Dividend paid to CNH Industrial America LLC		—		—		—			(90,000	)		—		(90,000	)
Foreign currency translation adjustment		—		—		(25,047	)		—			—		(25,047	)
Stock compensation		—		187		—			—			—		187
Pension liability adjustment, net of tax		—		—		90			—			—		90
Change in unrealized gain on retained interests, net of tax		—		—		(244	)		—			—		(244	)
Change in derivative financial instruments, net of tax		—		—		658			—			—		658


BALANCE—March 31, 2014	$	—	$	842,369	$	(18,471	)	$	580,474		$	58,756	$	1,463,128

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

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

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

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

On February 28, 2014, CNH Capital LLC changed its name to CNH Industrial Capital LLC; CNH Capital America LLC changed its name to CNH Industrial Capital America LLC; and CNH Capital Canada Ltd. changed its name to CNH Industrial Capital Canada Ltd.

The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information, which should be read in conjunction with the audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2013. Certain financial information that is normally included in annual financial statements prepared in conformity with U.S. GAAP, which is not required for interim reporting purposes, has been condensed or omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our interim unaudited financial statements have been reflected.

The consolidated financial statements include the Company and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of the Company's subsidiaries in which the Company has a controlling financial interest and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of a subsidiary, or based on the Company's determination that it is the primary beneficiary of a variable interest entity ("VIE"). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could

potentially be significant to the entity. The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs. The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the allowance for credit losses and residual values of equipment on operating leases. Actual results could differ from those estimates.

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

The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the three months ended March 31, 2014:

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

Beginning balance, gross	$	14,762		$	(5,891	)	$	388		$	(7,855	)	$	1,404
Tax asset (liability)		—			2,149			(144	)		2,663			4,668


Beginning balance, net of tax		14,762			(3,742	)		244			(5,192	)		6,072
Other comprehensive (loss) income before reclassifications		(25,047	)		—			—			(307	)		(25,354	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			140			(388	)		1,351			1,103
Tax effects		—			(50	)		144			(386	)		(292	)


Net current-period other comprehensive (loss) income		(25,047	)		90			(244	)		658			(24,543	)


BALANCE at March 31, 2014	$	(10,285	)	$	(3,652	)	$	—		$	(4,534	)	$	(18,471	)

The following table summarizes the change in the components of the Company's AOCI balance and related tax effects for the three months ended March 31, 2013:

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

Beginning balance, gross	$	58,920		$	(8,834	)	$	3,012		$	(13,219	)	$	39,879
Tax asset (liability)		—			3,286			(1,136	)		4,619			6,769


Beginning balance, net of tax		58,920			(5,548	)		1,876			(8,600	)		46,648
Other comprehensive (loss) income before reclassifications		(13,751	)		—			(426	)		(220	)		(14,397	)
Amounts reclassified from accumulated other comprehensive (loss) income		—			177			(941	)		1,556			792
Tax effects		—			(64	)		516			(494	)		(42	)


Net current-period other comprehensive (loss) income		(13,751	)		113			(851	)		842			(13,647	)


BALANCE at March 31, 2013	$	45,169		$	(5,435	)	$	1,025		$	(7,758	)	$	33,001

The reclassifications out of AOCI and the location on the consolidated statements of income for the three months ended March 31, 2014 and 2013 are as follows:

	2014			2013			Affected Line Item

Amortization of defined benefit pension items:
	$	(140	)	$	(177	)	Insignificant items


		(140	)		(177	)	Income before taxes
		50			64		Income tax benefit


	$	(90	)	$	(113	)	Net of tax




Unrealized gains on retained interests:
	$	388		$	941		Insignificant items


		388			941		Income before taxes
		(144	)		(355	)	Income tax provision


	$	244		$	586		Net of tax




Unrealized losses on derivatives:
	$	(1,351	)	$	(1,556	)	Interest expense to third parties


		(1,351	)		(1,556	)	Income before taxes
		467			553		Income tax benefit


	$	(884	)	$	(1,003	)	Net of tax

A summary of receivables included in the consolidated balance sheets as of March 31, 2014 and December 31, 2013 is as follows:

	March 31, 2014			December 31, 2013

Retail note receivables	$	599,996		$	986,769
Wholesale receivables		361,328			362,870
Finance lease receivables		51,533			55,964
Restricted receivables		11,527,002			10,648,814
Commercial revolving accounts receivables		233,010			230,817


Gross receivables		12,772,869			12,285,234
Less
Allowance for credit losses		(100,420	)		(101,953	)


Total receivables, net	$	12,672,449		$	12,183,281

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

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

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

The following table summarizes the restricted and off-book receivables and the related retained interests as of March 31, 2014 and December 31, 2013:

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

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

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

The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience,

collateral value, portfolio balance and delinquency. The allowance for wholesale credit losses is based on loss forecast models that consider the same factors as the retail models plus dealer risk ratings. The loss forecast models are updated on a quarterly basis. In addition, qualitative factors that are not fully captured in the loss forecast models, including industry trends, and macroeconomic factors are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

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

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

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

Allowance for credit losses activity for the three months ended March 31, 2014 is as follows:

	Retail			Wholesale			Other			Total

Allowance for credit losses:
Beginning balance	$	87,701		$	7,363		$	6,889		$	101,953
Charge-offs		(2,370	)		(251	)		(1,224	)		(3,845	)
Recoveries		581			49			536			1,166
Provision		147			516			797			1,460
Foreign currency translation and other		(265	)		(26	)		(23	)		(314	)


Ending balance	$	85,794		$	7,651		$	6,975		$	100,420




Ending balance: individually evaluated for impairment	$	11,602		$	4,348		$	—		$	15,950




Ending balance: collectively evaluated for impairment	$	74,192		$	3,303		$	6,975		$	84,470




Receivables:
Ending balance	$	8,422,381		$	4,117,478		$	233,010		$	12,772,869




Ending balance: individually evaluated for impairment	$	36,832		$	37,757		$	—		$	74,589




Ending balance: collectively evaluated for impairment	$	8,385,549		$	4,079,721		$	233,010		$	12,698,280

Allowance for credit losses activity for the three months ended March 31, 2013 is as follows:

	Retail			Wholesale			Other			Total

Allowance for credit losses:
Beginning balance	$	102,560		$	11,887		$	7,873		$	122,320
Charge-offs		(2,510	)		(63	)		(1,649	)		(4,222	)
Recoveries		795			35			849			1,679
Provision		1,988			444			1,067			3,499
Foreign currency translation and other		(215	)		(22	)		(15	)		(252	)


Ending balance	$	102,618		$	12,281		$	8,125		$	123,024




Ending balance: individually evaluated for impairment	$	24,750		$	9,202		$	—		$	33,952




Ending balance: collectively evaluated for impairment	$	77,868		$	3,079		$	8,125		$	89,072




Receivables:
Ending balance	$	7,447,188		$	3,696,980		$	232,964		$	11,377,132




Ending balance: individually evaluated for impairment	$	46,190		$	53,779		$	—		$	99,969




Ending balance: collectively evaluated for impairment	$	7,400,998		$	3,643,201		$	232,964		$	11,277,163

Allowance for credit losses activity for the year ended December 31, 2013 is as follows:

	Retail			Wholesale			Other			Total

Allowance for credit losses:
Beginning balance	$	102,560		$	11,887		$	7,873		$	122,320
Charge-offs		(14,321	)		(238	)		(5,780	)		(20,339	)
Recoveries		3,488			674			3,066			7,228
(Benefit) provision		(2,778	)		(4,901	)		1,775			(5,904	)
Foreign currency translation and other		(1,248	)		(59	)		(45	)		(1,352	)


Ending balance	$	87,701		$	7,363		$	6,889		$	101,953




Ending balance: individually evaluated for impairment	$	12,946		$	3,865		$	—		$	16,811




Ending balance: collectively evaluated for impairment	$	74,755		$	3,498		$	6,889		$	85,142




Receivables:
Ending balance	$	8,480,893		$	3,573,524		$	230,817		$	12,285,234




Ending balance: individually evaluated for impairment	$	44,139		$	30,555		$	—		$	74,694




Ending balance: collectively evaluated for impairment	$	8,436,754		$	3,542,969		$	230,817		$	12,210,540

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

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

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

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

A breakdown of the retail portfolio by the customer's risk grade at the time of origination as of March 31, 2014 and December 31, 2013 is as follows:

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

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

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

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

A breakdown of the wholesale portfolio by its credit quality indicators as of March 31, 2014 and December 31, 2013 is as follows:

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

The aging of receivables as of March 31, 2014 and December 31, 2013 is as follows:

	March 31, 2014

	31 - 60 Days Past Due		61 - 90 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Receivables		Recorded Investment > 90 Days and Accruing
Retail
United States	$	21,683	$	7,296	$	12,871	$	41,850	$	7,007,117	$	7,048,967	$	4,183
Canada	$	2,840	$	848	$	248	$	3,936	$	1,369,478	$	1,373,414	$	70
Wholesale
United States	$	363	$	225	$	244	$	832	$	3,285,448	$	3,286,280	$	82
Canada	$	45	$	5	$	68	$	118	$	831,080	$	831,198	$	68
Total
Retail	$	24,523	$	8,144	$	13,119	$	45,786	$	8,376,595	$	8,422,381	$	4,253
Wholesale	$	408	$	230	$	312	$	950	$	4,116,528	$	4,117,478	$	150

	December 31, 2013

	31 - 60 Days Past Due		61 - 90 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Receivables		Recorded Investment > 90 Days and Accruing
Retail
United States	$	15,167	$	5,135	$	14,154	$	34,456	$	7,011,299	$	7,045,755	$	3,736
Canada	$	2,471	$	206	$	395	$	3,072	$	1,432,066	$	1,435,138	$	25
Wholesale
United States	$	170	$	36	$	229	$	435	$	2,886,444	$	2,886,879	$	55
Canada	$	213	$	—	$	32	$	245	$	686,400	$	686,645	$	13
Total
Retail	$	17,638	$	5,341	$	14,549	$	37,528	$	8,443,365	$	8,480,893	$	3,761
Wholesale	$	383	$	36	$	261	$	680	$	3,572,844	$	3,573,524	$	68

Impaired receivables are receivables for which the Company has determined it will not collect all the principal and interest payments as per the terms of the contract. As of March 31, 2014 and December 31,

2013, the Company's recorded investment in impaired receivables individually evaluated for impairment and the related unpaid principal balances and allowances are as follows:

	March 31, 2014						December 31, 2013

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded
Retail
United States	$	8,909	$	8,844	$	—	$	16,640	$	16,517	$	—
Canada	$	—	$	—	$	—	$	—	$	—	$	—
Wholesale
United States	$	—	$	—	$	—	$	—	$	—	$	—
Canada	$	—	$	—	$	—	$	—	$	—	$	—
With an allowance recorded
Retail
United States	$	27,186	$	26,555	$	11,341	$	26,951	$	26,143	$	12,757
Canada	$	737	$	734	$	261	$	548	$	547	$	189
Wholesale
United States	$	34,960	$	34,862	$	3,940	$	27,693	$	27,532	$	3,442
Canada	$	2,797	$	2,778	$	408	$	2,862	$	2,851	$	423
Total
Retail	$	36,832	$	36,133	$	11,602	$	44,139	$	43,207	$	12,946
Wholesale	$	37,757	$	37,640	$	4,348	$	30,555	$	30,383	$	3,865

For the three months ended March 31, 2014 and 2013, the Company's average recorded investment in impaired receivables individually evaluated for impairment (based on a four-month average) and the related interest income recognized are as follows:

	2014				2013

	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded
Retail
United States	$	9,163	$	137	$	8,370	$	71
Canada	$	—	$	—	$	592	$	37
Wholesale
United States	$	—	$	—	$	—	$	—
Canada	$	—	$	—	$	—	$	—
With an allowance recorded
Retail
United States	$	28,628	$	360	$	38,473	$	432
Canada	$	748	$	11	$	—	$	—
Wholesale
United States	$	33,719	$	227	$	56,620	$	601
Canada	$	2,796	$	28	$	1,722	$	—
Total
Retail	$	38,539	$	508	$	47,435	$	540
Wholesale	$	36,515	$	255	$	58,342	$	601

Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 120 days delinquent, whichever occurs first. Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The receivables on nonaccrual status as of March 31, 2014 and December 31, 2013 are as follows:

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

interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

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

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

As of March 31, 2014, the Company had approximately 770 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $17,800 and the post-modification value was $15,710. A court has determined the concession in 499 of these cases. The pre-modification value of these contracts was $9,117 and the post-modification value was $7,435. As of March 31, 2013, the Company had approximately 1,000 retail and finance lease receivable contracts classified as TDRs, of which the pre-modification value was $27,105 and the post-modification value was $24,437. A court has determined the concession in 590 of these cases. The pre-modification value of these contracts was $10,418 and the post-modification value was $8,686. As the outcome of the bankruptcy cases is determined by a court based on available assets, subsequent re-defaults are unusual and were not material for retail and finance lease receivable contracts that were modified in a TDR during the previous 12 months ended March 31, 2014 and 2013.

As of March 31, 2014 and 2013, the Company's wholesale TDR agreements were immaterial.

On February 20, 2014, the Company, through a bankruptcy-remote trust, issued $1,023,017 of amortizing asset-backed notes secured by U.S. retail loan contracts.

On March 13, 2014, the Company extended a $200,000 wholesale facility under the U.S. master trust to May 2014.

The effective tax rates for the three months ended March 31, 2014 and 2013 were 34.2% and 31.8%, respectively. The lower effective tax rate for the three months ended March 31, 2013 was primarily due to the $2,671 tax benefit recognized in the first quarter 2013 for the enactment of the American Taxpayer Relief Act of 2012 and the change in the geographic mix of income earned within the U.S.

The Company's provision for income taxes is based on an estimated tax rate for the year applied to the year-to-date federal, state and foreign income. The 2014 estimated annual tax rate is expected to be lower than the U.S. federal corporate income tax rate of 35% primarily due to profits in tax jurisdictions with lower rates, in addition to favorable changes in certain state income tax legislation.

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

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

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

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

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

The Company utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the

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

The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated in cash flow hedging relationships are being used by the Company to mitigate the risk of rising interest rates related to debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments, to the extent that the hedge relationship has been effective, are deferred in accumulated other comprehensive (loss) income and recognized in interest expense over the period in which the Company recognizes interest expense on the related debt. Ineffectiveness recognized related to these hedging relationships was not significant for the three months ended March 31, 2014 and 2013. These amounts are recorded in "Other expenses" in the consolidated statements of income. The maximum length of time over which the Company is hedging its interest rate exposure through the use of derivative instruments designated in cash flow hedge relationships is 50 months. The after-tax losses deferred in accumulated other comprehensive (loss) income that will be recognized in interest expense over the next 12 months are approximately $2,406.

The Company also enters into interest rate derivatives with substantially similar economic terms that are not designated as hedging instruments to mitigate interest rate risk related to the Company's committed asset-backed facilities. These facilities require the Company to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, the Company enters into an offsetting position. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the three months ended March 31, 2014 and 2013.

Most of the Company's interest rate derivatives are considered Level 2. The fair market value of these derivatives is calculated using market data input for forecasted benchmark interest rates and can be compared to actively traded derivatives. If the future notional amount of the Company's interest rate derivatives is not known in advance, the derivatives are considered Level 3 derivatives. The fair market value of these derivatives is calculated using market data input and a forecasted future notional balance. The total notional amount of the Company's interest rate derivatives was approximately $3,270,233 and $2,007,460 at March 31, 2014 and December 31, 2013, respectively. The four-month average notional amounts as of March 31, 2014 and 2013 were $2,798,240 and $2,415,146, respectively.

The Company uses forward contracts to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and are not designated as hedging

instruments. The changes in the fair value of these instruments are recognized directly as income in "Other expenses" and are expected to offset the foreign exchange gains or losses on the exposures being managed.

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

The fair values of the Company's derivatives as of March 31, 2014 and December 31, 2013 in the consolidated balance sheets are recorded as follows:

	March 31, 2014		December 31, 2013

Derivatives Designated as Hedging Instruments:
Other assets:	$	492	$	98
Interest rate derivatives
Accounts payable and other accrued liabilities:
Interest rate derivatives	$	213	$	860
Derivatives Not Designated as Hedging Instruments:
Other assets:
Interest rate derivatives	$	8,435	$	6,023
Foreign exchange contracts		—		68


Total	$	8,435	$	6,091




Accounts payable and other accrued liabilities:
Interest rate derivatives	$	8,435	$	6,023

Pre-tax gains (losses) on the consolidated statements of income related to the Company's derivatives for the three months ended March 31, 2014 and 2013 are as follows:

	2014			2013

Cash Flow Hedges
Losses recognized in accumulated other comprehensive (loss) income (effective portion)
Interest rate derivatives	$	(307	)	$	(220	)
Reclassified from accumulated other comprehensive (loss) income (effective portion)
Interest rate derivatives—Interest expense to third parties		(1,351	)		(1,556	)
Not Designated as Hedges
Interest rate derivatives—Other expenses	$	—		$	69
Foreign exchange contracts—Other expenses		(150	)		—

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 March 31, 2014 and December 31, 2013:

	Level 2				Level 3				Total

	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013
Assets
Interest rate derivatives	$	8,927	$	6,121	$	—	$	—	$	8,927	$	6,121
Foreign exchange contracts		—		68		—		—		—		68
Retained interests		—		—		—		2,853		—		2,853


Total assets	$	8,927	$	6,189	$	—	$	2,853	$	8,927	$	9,042




Liabilities
Interest rate derivatives	$	8,648	$	6,883	$	—	$	—	$	8,648	$	6,883


Total liabilities	$	8,648	$	6,883	$	—	$	—	$	8,648	$	6,883

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

The following table presents the changes in the Level 3 fair-value category for the three months ended March 31, 2014 and 2013:

	Retained Interests

Balance at January 1, 2013	$	9,271
Total gains or losses (realized/unrealized):
Included in earnings		105
Included in other comprehensive (loss) income		(426	)
Settlements		(3,353	)


Balance at March 31, 2013	$	5,597




Balance at January 1, 2014	$	2,853
Total gains or losses (realized/unrealized):
Included in earnings		220
Included in other comprehensive (loss) income		—
Settlements		(3,073	)


Balance at March 31, 2014	$	—

The carrying amount of cash and cash equivalents, restricted cash, floating-rate affiliated accounts and notes receivable, floating-rate short-term debt, interest payable and short-term affiliated debt was assumed

to approximate its fair value. Under the fair value hierarchy, cash and cash equivalents and restricted cash are classified as Level 1 and the remainder of the financial instruments listed is classified as Level 2.

The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of March 31, 2014 and December 31, 2013 are as follows:

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

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

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

	Three Months Ended March 31,

	2014			2013
Revenues
United States	$	175,672		$	159,206
Canada		46,516			47,726
Eliminations		(1,200	)		(1,267	)


Total	$	220,988		$	205,665




Interest expense
United States	$	52,453		$	48,623
Canada		11,875			12,119
Eliminations		(1,200	)		(1,267	)


Total	$	63,128		$	59,475




Segment net income
United States	$	50,399		$	40,601
Canada		16,668			23,259


Total	$	67,067		$	63,860




Depreciation and amortization
United States	$	22,122		$	19,387
Canada		8,291			8,046


Total	$	30,413		$	27,433




Expenditures for equipment on operating leases
United States	$	131,447		$	112,725
Canada		21,241			19,753


Total	$	152,688		$	132,478




Provision for credit losses (benefit)
United States	$	1,071		$	3,940
Canada		389			(441	)


Total	$	1,460		$	3,499

	As of March 31, 2014			As of December 31, 2013

Segment assets
United States	$	12,363,998		$	12,536,638
Canada		2,633,625			2,664,096
Eliminations		(215,463	)		(214,030	)


Total	$	14,782,160		$	14,986,704




Managed receivables
United States	$	10,540,125		$	10,147,225
Canada		2,232,744			2,151,226


Total	$	12,772,869		$	12,298,451

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

The summary of sources included in "Interest and other income from affiliates" in the accompanying consolidated statements of income for the three months ended March 31, 2014 and 2013 is as follows:

Fees charged by affiliates represent payroll and other human resource services CNH Industrial America performs on behalf of the Company.

As of March 31, 2014 and December 31, 2013, the Company has various accounts and notes receivable and debt with the following affiliates:

	March 31, 2014		December 31, 2013

Affiliated receivables from:
CNH Industrial America	$	2,388	$	80,786
CNH Industrial Canada Ltd.		357		17,071
Other affiliates		12,290		12,291


Total affiliated receivables	$	15,035	$	110,148




Affiliated debt owed to:
CNH Industrial America	$	83,323	$	274,525
CNH Industrial Canada Ltd.		9,809		76,479


Total affiliated debt	$	93,132	$	351,004

Included in other assets, tax receivables of $6,044 were due from related parties as of December 31, 2013. Accounts payable and other accrued liabilities of $90,629 and $3,716, respectively, as of March 31, 2014 and December 31, 2013, were payable to related parties. Interest expense to related affiliates was $1,528 and $5,312, respectively, for the three months ended March 31, 2014 and 2013.

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

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

The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNHI for approximately $278,263. The guarantees are in effect for the term of the underlying funding facilities, which have various maturities through 2015.

At March 31, 2014, the Company had various agreements to extend credit for the following managed portfolios:

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

CNH Industrial Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Industrial Capital LLC (the "Guarantor Entities"), guarantee certain indebtedness of CNH Industrial Capital LLC. As the guarantees are full, unconditional, and joint and several and because the Guarantor Entities are 100%-owned by CNH Industrial Capital LLC, the Company has included the following condensed consolidating financial information as of March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013. The condensed consolidating financial information reflects investments in consolidated subsidiaries under the equity method of accounting.

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Comprehensive Income for the Three Months Ended March 31, 2014

	CNH Industrial Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—		$	1,716		$	46,809		$	—		$	48,525
Interest income on wholesale notes		—			(271	)		15,772			—			15,501
Interest and other income from affiliates		22,043			53,154			94,340			(62,187	)		107,350
Rental income on operating leases		—			22,228			14,254			—			36,482
Other income		—			33,807			2,054			(22,731	)		13,130


Total revenues		22,043			110,634			173,229			(84,918	)		220,988


EXPENSES
Interest expense:
Interest expense to third parties		29,876			(3,772	)		35,496			—			61,600
Interest expense to affiliates		—			53,467			10,248			(62,187	)		1,528


Total interest expense		29,876			49,695			45,744			(62,187	)		63,128


Administrative and operating expenses:
Fees charged by affiliates		—			10,767			25,331			(22,731	)		13,367
(Benefit) provision for credit losses		—			(4,170	)		5,630			—			1,460
Depreciation of equipment on operating leases		—			18,103			12,045			—			30,148
Other expenses (income)		—			12,016			(1,005	)		—			11,011


Total operating expenses		—			36,716			42,001			(22,731	)		55,986


Total expenses		29,876			86,411			87,745			(84,918	)		119,114


(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(7,833	)		24,223			85,484			—			101,874
Income tax (benefit) provision		(2,994	)		8,642			29,159			—			34,807
Equity in income of consolidated subsidiaries accounted for under the equity method		71,578			55,997			—			(127,575	)		—


NET INCOME		66,739			71,578			56,325			(127,575	)		67,067
Net income attributed to noncontrolling interest		—			—			(328	)		—			(328	)


NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	66,739		$	71,578		$	55,997		$	(127,575	)	$	66,739




COMPREHENSIVE INCOME	$	42,196		$	47,035		$	35,556		$	(82,263	)	$	42,524
Comprehensive income attributed to noncontrolling interest		—			—			(328	)		—			(328	)


COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	42,196		$	47,035		$	35,228		$	(82,263	)	$	42,196

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Balance Sheets as of March 31, 2014

	CNH Industrial Capital LLC		Guarantor Entities			All Other Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	160,121		$	29,918	$	—		$	190,039
Restricted cash		—		100			659,275		—			659,375
Receivables, less allowance for credit losses		—		1,193,962			11,478,487		—			12,672,449
Affiliated accounts and notes receivable		2,172,859		1,787,726			1,452,092		(5,397,642	)		15,035
Equipment on operating leases, net		—		700,216			325,200		—			1,025,416
Equipment held for sale		—		26,814			9,352		—			36,166
Investments in consolidated subsidiaries accounted for under the equity method		1,750,586		2,027,609			—		(3,778,195	)		—
Goodwill and intangible assets, net		—		88,126			32,732		—			120,858
Other assets		20,618		(14,505	)		61,747		(5,038	)		62,822


TOTAL	$	3,944,063	$	5,970,169		$	14,048,803	$	(9,180,875	)	$	14,782,160




LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	—	$	75,454		$	4,306,940	$	—		$	4,382,394
Accounts payable and other accrued liabilities		39,199		1,987,541			942,413		(2,414,215	)		554,938
Affiliated debt		—		2,148,161			933,436		(2,988,465	)		93,132
Long-term debt		2,500,492		8,427			5,779,649		—			8,288,568


Total liabilities		2,539,691		4,219,583			11,962,438		(5,402,680	)		13,319,032
Stockholder's equity		1,404,372		1,750,586			2,086,365		(3,778,195	)		1,463,128


TOTAL	$	3,944,063	$	5,970,169		$	14,048,803	$	(9,180,875	)	$	14,782,160

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2014

	CNH Industrial Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	88,648		$	(15,170	)	$	263,205		$	(61,938	)	$	274,745


CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—			(3,678,982	)		(4,009,027	)		3,240,948			(4,447,061	)
Collections of receivables		—			3,993,572			3,121,741			(3,240,855	)		3,874,458
Decrease in restricted cash		—			—			120,726			—			120,726
Purchase of equipment on operating leases, net		—			(81,935	)		(7,610	)		—			(89,545	)
Expenditures for property and equipment		—			(5	)		—			—			(5	)


Net cash from (used in) investing activities		—			232,650			(774,170	)		93			(541,427	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—			(339,836	)		23,284			61,845			(254,707	)
Net increase (decrease) in indebtedness		1,352			(26,030	)		128,498			—			103,820
Dividends paid to CNH Industrial America LLC		(90,000	)		—			—			—			(90,000	)


Net cash (used in) from financing activities		(88,648	)		(365,866	)		151,782			61,845			(240,887	)


DECREASE IN CASH AND CASH EQUIVALENTS		—			(148,386	)		(359,183	)		—			(507,569	)
CASH AND CASH EQUIVALENTS:
Beginning of period		—			308,507			389,101			—			697,608


End of period	$	—		$	160,121		$	29,918		$	—		$	190,039

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Comprehensive Income for the Three Months Ended March 31, 2013

	CNH Industrial Capital LLC			Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
REVENUES
Interest income on retail notes and finance leases	$	—		$	2,591		$	43,483		$	—		$	46,074
Interest income on wholesale notes		—			(217	)		14,876			—			14,659
Interest and other income from affiliates		11,007			44,867			87,270			(45,117	)		98,027
Rental income on operating leases		—			18,803			14,324			—			33,127
Other income		—			31,957			2,231			(20,410	)		13,778


Total revenues		11,007			98,001			162,184			(65,527	)		205,665


EXPENSES
Interest expense:
Interest expense to third parties		18,570			699			34,894			—			54,163
Interest expense to affiliates		—			42,159			8,270			(45,117	)		5,312


Total interest expense		18,570			42,858			43,164			(45,117	)		59,475


Administrative and operating expenses:
Fees charged by affiliates		—			12,187			23,253			(20,410	)		15,030
Provision for credit losses		—			3,182			317			—			3,499
Depreciation of equipment on operating leases		—			15,058			12,113			—			27,171
Other expenses (income)		—			8,010			(1,123	)		—			6,887


Total operating expenses		—			38,437			34,560			(20,410	)		52,587


Total expenses		18,570			81,295			77,724			(65,527	)		112,062


(Loss) income before income taxes and equity in income of consolidated subsidiaries accounted for under the equity method		(7,563	)		16,706			84,460			—			93,603
Income tax (benefit) provision		(2,964	)		7,741			24,966			—			29,743
Equity in income of consolidated subsidiaries accounted for under the equity method		68,041			59,076			—			(127,117	)		—


NET INCOME		63,442			68,041			59,494			(127,117	)		63,860
Net income attributed to noncontrolling interest		—			—			(418	)		—			(418	)


NET INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	63,442		$	68,041		$	59,076		$	(127,117	)	$	63,442




COMPREHENSIVE INCOME	$	49,795		$	54,394		$	48,164		$	(102,140	)	$	50,213
Comprehensive income attributed to noncontrolling interest		—			—			(418	)		—			(418	)


COMPREHENSIVE INCOME ATTRIBUTABLE TO CNH INDUSTRIAL CAPITAL LLC	$	49,795		$	54,394		$	47,746		$	(102,140	)	$	49,795

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Balance Sheets as of December 31, 2013

	CNH Industrial Capital LLC		Guarantor Entities		All Other Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—	$	308,507	$	389,101	$	—		$	697,608
Restricted cash		—		100		784,408		—			784,508
Receivables, less allowance for credit losses		—		1,504,614		10,678,667		—			12,183,281
Retained interests in securitized receivables		—		5,202		2,596		(4,945	)		2,853
Affiliated accounts and notes receivable		2,245,308		1,780,263		1,462,388		(5,377,811	)		110,148
Equipment on operating leases, net		—		636,383		337,924		—			974,307
Equipment held for sale		—		35,035		5,715		—			40,750
Investments in consolidated subsidiaries accounted for under the equity method		1,703,364		1,931,092		—		(3,634,456	)		—
Goodwill and intangible assets		—		88,376		33,914		—			122,290
Other assets		23,142		15,857		31,960		—			70,959


TOTAL	$	3,971,814	$	6,305,429	$	13,726,673	$	(9,017,212	)	$	14,986,704




LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Short-term debt, including current maturities of long-term debt	$	—	$	76,869	$	4,212,320	$	—		$	4,289,189
Accounts payable and other accrued liabilities		20,685		2,004,157		798,110		(2,332,446	)		490,506
Affiliated debt		—		2,487,997		913,317		(3,050,310	)		351,004
Long-term debt		2,499,140		33,042		5,813,406		—			8,345,588


Total liabilities		2,519,825		4,602,065		11,737,153		(5,382,756	)		13,476,287
Stockholder's equity		1,451,989		1,703,364		1,989,520		(3,634,456	)		1,510,417


TOTAL	$	3,971,814	$	6,305,429	$	13,726,673	$	(9,017,212	)	$	14,986,704

NOTE 11: SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Continued)

	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2013

	CNH Industrial Capital LLC		Guarantor Entities			All Other Subsidiaries			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from (used in) operating activities	$	—	$	420,343		$	(229,401	)	$	32,218		$	223,160


CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of receivables acquired		—		(3,621,374	)		(4,267,662	)		3,302,374			(4,586,662	)
Collections of receivables		—		3,619,151			3,699,933			(3,302,047	)		4,017,037
Decrease in restricted cash		—		—			100,435			—			100,435
Purchase of equipment on operating leases, net		—		(55,058	)		(19,796	)		—			(74,854	)
Other investing activities		—		(2	)		—			—			(2	)


Net cash (used in) from investing activities		—		(57,283	)		(487,090	)		327			(544,046	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Intercompany activity		—		(360,382	)		51,030			(32,545	)		(341,897	)
Net (decrease) increase in indebtedness		—		(53,992	)		293,097			—			239,105


Net cash (used in) from financing activities		—		(414,374	)		344,127			(32,545	)		(102,792	)


DECREASE IN CASH AND CASH EQUIVALENTS		—		(51,314	)		(372,364	)		—			(423,678	)
CASH AND CASH EQUIVALENTS:
Beginning of period		—		257,001			528,912			—			785,913


End of period	$	—	$	205,687		$	156,548		$	—		$	362,235

On April 16, 2014, CNH Industrial Capital entered into a series of agreements with Citibank, N.A. and certain of its affiliates (together, "Citi") whereby Citi will purchase CNH Industrial Capital's portfolio of CRA receivables and Citi will in the future offer a private-label CRA product through CNH Industrial dealers in North America. The transaction is expected to close during the second half of 2014.

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

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

Our business is closely related to the agricultural and construction equipment industries because we offer financing products for such equipment. For the three months ended March 31, 2014, CNH Industrial's worldwide agricultural equipment sales decreased 6.0% compared to the three months ended March 31, 2013. CNH Industrial's worldwide construction equipment sales increased 2.7% for the three months ended March 31, 2014 compared to the three months ended March 31, 2013.

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

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

Net income attributable to CNH Industrial Capital LLC was $66.7 million for the three months ended March 31, 2014, compared to $63.4 million for the three months ended March 31, 2013. Net income increased primarily due to a higher average portfolio and stronger financial margins, partially offset by a higher provision for income taxes. At each of March 31, 2014, December 31, 2013, and March 31, 2013, the receivables balance greater than 30 days past due as a percentage of managed receivables was 0.4%.

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

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Revenues for the three months ended March 31, 2014 and 2013 were as follows (dollars in thousands):

	2014		2013		$ Change

Interest income on retail notes and finance leases	$	48,525	$	46,074	$	2,451		5.3	%
Interest income on wholesale notes		15,501		14,659		842		5.7
Interest and other income from affiliates		107,350		98,027		9,323		9.5
Rental income on operating leases		36,482		33,127		3,355		10.1
Other income		13,130		13,778		(648	)	(4.7	)


Total revenues	$	220,988	$	205,665	$	15,323		7.5	%

Revenues totaled $221.0 million for the three months ended March 31, 2014 compared to $205.7 million for the same period in 2013. A higher average portfolio primarily drove the year-over-year increase, partially offset by a decrease in our average yield. The average yield for retail and other notes, finance leases, wholesale receivables and commercial revolving accounts receivables was 5.5% and 5.8% for the three months ended March 31, 2014 and 2013, respectively.

Interest income on retail notes and finance leases for the three months ended March 31, 2014 was $48.5 million, representing an increase of $2.5 million from the three months ended March 31, 2013. The increase was primarily due to a $5.9 million favorable impact from higher average earning assets, partially offset by a $3.4 million unfavorable impact from lower interest rates.

Interest income on wholesale notes for the three months ended March 31, 2014 was $15.5 million, representing an increase of $0.8 million from the three months ended March 31, 2013. The increase was primarily due to the favorable impact from higher average earning assets.

Interest and other income from affiliates for the three months ended March 31, 2014 was $107.3 million compared to $98.0 million for the three months ended March 31, 2013. For the three months ended March 31, 2014, compensation from CNH Industrial North America for retail low-rate financing programs and interest waiver programs offered to customers was $59.5 million, an increase of $4.5 million from the same period in 2013. The increase was primarily due to higher average earning retail assets. Included in "Interest and other income from affiliates" was compensation for the difference between the market rental rates and the amounts paid by the customers of CNH Industrial North America. For the three months ended March 31, 2014, this compensation was $10.0 million, an increase of $1.8 million from the same period in 2013. This increase was primarily due to higher originations. Compensation from CNH Industrial North America for wholesale marketing programs was $37.8 million compared to $34.0 million for the same period in 2013. The increase was primarily due to higher average earning wholesale assets.

Rental income on operating leases for the three months ended March 31, 2014 was $36.5 million, an increase of $3.4 million from the same period in 2013. The increase was due to an $8.0 million favorable impact from higher average earning assets, partially offset by a $4.6 million unfavorable impact from lower rates on new and existing operating leases.

Other income for the three months ended March 31, 2014 was $13.1 million, which was substantially in line with the same period in 2013.

Expenses for the three months ended March 31, 2014 and 2013 were as follows (dollars in thousands):

Interest expense totaled $63.1 million for the three months ended March 31, 2014 compared to $59.5 million for the same period in 2013. The increase was due to a $7.5 million unfavorable impact from higher average total debt partially offset by a $3.8 million favorable impact from lower average interest rates.

The provision for credit losses was $1.5 million for the three months ended March 31, 2014 compared to $3.5 million for the same period in 2013. The decrease was primarily due to improved portfolio performance.

Receivable and equipment on operating lease originations for the three months ended March 31, 2014 and 2013 were as follows (dollars in thousands):

Retail and wholesale receivable originations decreased in the three months ended March 31, 2014 compared to the same period in 2013, primarily due to a decrease in unit sales of CNH Industrial North America equipment. The increase in equipment on operating lease originations for the three months ended March 31, 2014 compared to the same period in 2013 was primarily due to the mix of financing program initiatives offered.

Total receivables and equipment on operating leases held as of March 31, 2014, December 31, 2013 and March 31, 2013 were as follows (dollars in thousands):

The total retail receivables balance greater than 30 days past due as a percentage of the retail receivables was 0.5%, 0.4% and 0.5% at March 31, 2014, December 31, 2013 and March 31, 2013, respectively. At those same dates, the total wholesale receivables balance greater than 30 days past due as a percentage of the wholesale receivables was not significant. Total retail receivables on nonaccrual status, which represent receivables for which we have ceased accruing finance income, were $26.4 million, $30.2 million and $18.2 million at March 31, 2014, December 31, 2013 and March 31, 2013, respectively. Total wholesale receivables on nonaccrual status were $37.6 million, $30.4 million and $53.1 million at March 31, 2014, December 31, 2013 and March 31, 2013, respectively.

Total receivable write-off amounts and recoveries, by product for the three months ended March 31, 2014 and 2013 were as follows (dollars in thousands):

	2014			2013

Write-offs:
Retail	$	2,370		$	2,510
Wholesale		251			63
Other		1,224			1,649


Total write-offs		3,845			4,222


Recoveries:
Retail		(581	)		(795	)
Wholesale		(49	)		(35	)
Other		(536	)		(849	)


Total recoveries		(1,166	)		(1,679	)


Write-offs, net of recoveries:
Retail		1,789			1,715
Wholesale		202			28
Other		688			800


Total write-offs, net of recoveries	$	2,679		$	2,543

Our allowance for credit losses on all receivables financed totaled $100.4 million at March 31, 2014, $102.0 million at December 31, 2013 and $123.0 million at March 31, 2013. The level of the allowance is based on quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, economic conditions, collateral value and credit risk quality. We believe our allowance is sufficient to provide for losses in our receivable portfolio as of March 31, 2014.

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

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

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

Since 2011, we have accessed the unsecured bond market in order to add more diversity to our funding sources. Our outstanding unsecured senior notes totaled $2.35 billion as of March 31, 2014. We expect continued changes to our funding profile, with less reliance on the securitization market, as costs and terms of accessing the unsecured term market continue to improve.

Operating activities in the three months ended March 31, 2014 generated cash of $275 million, compared to $223 million for the same period in 2013, resulting primarily from net income of $67 million, adjusted by depreciation and amortization of $30 million, deferred income tax expense of $20 million and cash from working capital of $156 million. The increase in cash provided by operating activities for the three months ended March 31, 2014 compared to 2013 was primarily due to a $31 million improvement in working capital and an increased adjustment for deferred income tax expense.

Net cash flows used in investing activities in the three months ended March 31, 2014 totaled $541 million, resulting primarily from a net growth in receivables of $573 million and $153 million in expenditures for equipment on operating leases, partially offset by a decrease in restricted cash of $121 million and proceeds from the sale of equipment on operating leases of $63 million. The cash used in investing activities in the three months ended March 31, 2014 was substantially in line with the cash used in the three months ended March 31, 2013.

Financing activities in the three months ended March 31, 2014 used cash of $241 million, resulting primarily from net cash paid of $255 million for affiliated debt and a $90 million dividend paid to CNH Industrial America, partially offset by net cash received of $99 million from long-term debt. The increase in cash used in financing activities in the three months ended March 31, 2014 compared to the three months ended March 31, 2013 was primarily due to the dividend paid to CNH Industrial America and lower net cash received from long-term debt, partially offset by decreased net payments of affiliated debt.

CNH Industrial Capital and its predecessor entities have been securitizing receivables since 1992. Because this market generally remains a cost-effective financing source and allows access to a wide investor base, we expect to continue utilizing securitization as one of our core sources of funding in the near future. CNH Industrial Capital has completed public and private issuances of asset-backed securities in both the U.S. and Canada and, as of March 31, 2014, the amounts outstanding were approximately $7.3 billion.

CNH Industrial Capital has committed asset-backed facilities with several banks, primarily through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.7 billion at March 31, 2014, with original borrowing maturities of up to two years. The unused availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At March 31, 2014, approximately $0.8 billion of funding was available for use under these facilities.

As of March 31, 2014, we had outstanding unsecured senior notes of $750 million at an annual fixed rate of 3.875% due 2015, $500 million at an annual fixed rate of 6.250% due 2016, $500 million at an annual fixed rate of 3.250% due 2017 and $600 million at an annual fixed rate of 3.625% due 2018.

As of March 31, 2014, we had a $250 million, five-year, unsecured credit facility, consisting of a $150 million term facility and a $100 million revolving credit facility, with a final maturity in July 2016. Additionally, as of March 31, 2014, we had a $250 million unsecured credit agreement with a consortium of banks.

CNH Industrial Capital borrows, as needed, from CNH Industrial. This source of funding is primarily used to finance various on-book assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We have obtained financing from CNHI treasury subsidiaries and, from time to time, have entered into term loan agreements. At March 31, 2014, affiliated debt was $0.1 billion, down from $0.4 billion at December 31, 2013.

Our equity position also supports our capabilities to access various funding sources. Our stockholder's equity at both March 31, 2014 and December 31, 2013 was $1.5 billion.

On March 31, 2014, CNH Industrial Capital LLC paid a dividend of $90 million to CNH Industrial America.

The vast majority of CNH Industrial Capital's debt is self-liquidating from the cash generated by the underlying amortizing receivables. Normally, additional liquidity should not be necessary for the repayment of such debt. New originations of retail receivables are usually warehoused in committed asset-backed facilities until refinanced in the term ABS market or with other third-party debt. New wholesale

receivables are typically financed through a master trust and funded by variable funding notes or on a term basis. Our liquidity available for use as of March 31, 2014 is as follows (dollars in thousands):

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

In connection with a limited number of funding transactions, we provide financial guarantees to various parties on behalf of certain foreign financial services subsidiaries of CNHI for approximately $278.3 million as of March 31, 2014.

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

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

Furthermore, in light of ongoing economic uncertainty, both globally and in the industries in which we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particular periods

that we provide are uncertain. We can give no assurance that the expectations reflected in our forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in these forward-looking statements. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the factors we disclose that could cause our actual results to differ materially from our expectations. We undertake no obligation to update or revise publicly any forward-looking statements.

See our critical accounting policies and estimates discussed in our annual report for the year ended December 31, 2013 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 2 to our audited consolidated financial statements included in such annual report. There were no material changes to these policies or estimates during the three months ended March 31, 2014.

Under the supervision, and with the participation, of our management, including our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of March 31, 2014. Based on that evaluation, our President and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting during the three months ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

See our most recent annual report on Form 10-K (Part I, Item 1A). There was no material change in our risk factors during the three months ended March 31, 2014.

		Description

12.1		Statement regarding computation of ratio of earnings to fixed charges.
31.1		Certifications of President Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications of Chief Financial Officer Pursuant to Exchange Act Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	†	Certification required by Exchange Act Rule 15(d)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

101	*	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income for the three months ended March 31, 2014 and 2013, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, (iii) Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013, (v) Consolidated Statements of Changes in Stockholder's Equity for the three months ended March 31, 2014 and 2013 and (vi) Condensed Notes to Consolidated Financial Statements.

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.


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Delaware (State or other jurisdiction of incorporation or organization)		39-1937630 (I.R.S. Employer Identification Number)
5729 Washington Avenue Racine, Wisconsin (Address of principal executive offices)	(262) 636-6011 (Registrant's telephone number, including area code)	53406 (Zip code)


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



PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	1
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	2
	Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	5
	Consolidated Statements of Changes in Stockholder's Equity for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	6
	Condensed Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	*
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	*
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44

	March 31, 2014		December 31, 2013

A	$	2,247,859	$	1,981,226
B		1,433,820		1,236,828
C		288,820		232,101
D		146,979		123,369


Total	$	4,117,478	$	3,573,524

	March 31, 2014		December 31, 2013

Titanium	$	4,710,613	$	4,750,422
Platinum		2,264,696		2,265,690
Gold		1,224,286		1,239,703
Silver		197,756		199,575
Bronze		25,030		25,503


Total	$	8,422,381	$	8,480,893

	March 31, 2014				December 31, 2013

	Carrying Amount		Estimated Fair Value*		Carrying Amount		Estimated Fair Value*
Receivables	$	12,672,449	$	12,663,280	$	12,183,281	$	12,216,915
Long-term debt	$	8,288,568	$	8,386,851	$	8,345,588	$	8,457,438

	2014		2013

Retail subsidy from CNH Industrial North America	$	59,502	$	54,976
Wholesale subsidy:
CNH Industrial North America		37,825		34,002
Other affiliates		—		814
Operating lease subsidy from CNH Industrial North America		10,023		8,235


Total interest and other income from affiliates	$	107,350	$	98,027

	Total Credit Limit		Utilized		Not Utilized

Commercial revolving accounts	$	3,824,128	$	229,170	$	3,594,958
Wholesale and dealer financing	$	6,044,766	$	4,035,362	$	2,009,404

	2014		2013		$ Change

Retail receivables	$	964,213	$	1,086,165	$	(121,952	)	(11.2	)%
Wholesale receivables		3,290,091		3,315,381		(25,290	)	(0.8	)
Other		181,730		185,116		(3,386	)	(1.8	)
Equipment on operating leases		152,688		132,478		20,210		15.3


Total originations	$	4,588,722	$	4,719,140	$	(130,418	)	(2.8	)%

	Three Months Ended March 31,

	2014			2013
	(in thousands)
Cash flows provided by (used in):
Operating activities	$	274,745		$	223,160
Investing activities		(541,427	)		(544,046	)
Financing activities		(240,887	)		(102,792	)


Net cash decrease	$	(507,569	)	$	(423,678	)

	March 31, 2014

Cash, cash equivalents and restricted cash	$	849,414
Committed asset-backed facilities		3,676,872
Committed unsecured facilities		350,000


Total cash and facilities		4,876,286
Less: restricted cash		659,375
Less: facilities utilization		2,883,318


Total available for use	$	1,333,593

CNH INDUSTRIAL CAPITAL LLC

Date: May 8, 2014

/s/ STEVEN C. BIERMAN

Steven C. Bierman

Chairman and President