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h

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: 000-55510

CNH INDUSTRIAL CAPITAL LLC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

39-1937630
(I.R.S. Employer
Identification Number)

1 CNH Way
Waterford, Wisconsin
(Address of principal
executive offices)

(262636-6011
(Registrant’s telephone number,
including area code)

53185
(Zip code)

Securities registered pursuant to Section 12(b) of the Act: None

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. x 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). x 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.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

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.  o

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

As of September 30, 2025, 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.

Table of Contents

TABLE OF CONTENTS

PAGE

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

1

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

1

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

2

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)

3

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)

5

Consolidated Statements of Changes in Stockholder’s Equity for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)

6

Condensed Notes to Consolidated Financial Statements (Unaudited)

8

Item 2.

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

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

*

Item 4.

Controls and Procedures

38

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

*

Item 3.

Defaults Upon Senior Securities

*

Item 4.

Mine Safety Disclosures

39

Item 5.

Other Information

39

Item 6.

Exhibits

40

*

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

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands)

(Unaudited)

    

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

2025

    

2024

REVENUES

  

  

Interest income on retail notes and finance leases

$

100,719

$

92,991

$

290,412

$

272,566

Rental income on operating leases

 

64,692

 

59,846

 

185,614

 

177,192

Revolving charge account income

 

12,526

 

11,891

 

34,590

 

32,080

Interest income on wholesale notes

34,250

36,509

106,746

94,439

Interest and other income from affiliates

 

119,683

 

134,729

 

364,576

 

382,462

Other income

 

5,086

 

4,062

 

11,200

 

10,958

Total revenues

  

 

336,956

 

340,028

  

 

993,138

 

969,697

EXPENSES

  

  

Interest expense:

Interest expense to third parties

 

165,920

 

181,061

 

497,239

 

518,760

Interest expense to affiliates

 

762

 

2,177

 

1,479

 

7,769

Total interest expense

  

 

166,682

 

183,238

  

 

498,718

 

526,529

Administrative and operating expenses:

  

  

Fees charged by affiliates

 

12,597

 

12,217

 

37,200

 

37,260

Provision for credit losses

 

22,100

 

13,384

 

63,640

 

35,667

Depreciation of equipment on operating leases

 

49,020

 

45,663

 

143,506

 

132,958

Other expenses, net

 

9,196

 

3,550

 

18,858

 

8,845

Total administrative and operating expenses

  

 

92,913

 

74,814

  

 

263,204

 

214,730

Total expenses

  

 

259,595

 

258,052

  

 

761,922

 

741,259

INCOME BEFORE TAXES

  

 

77,361

 

81,976

  

 

231,216

 

228,438

Income tax provision

 

18,653

 

18,806

 

54,959

 

51,957

NET INCOME

  

$

58,708

$

63,170

  

$

176,257

$

176,481

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

1

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands)

(Unaudited)

    

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

2025

    

2024

NET INCOME

 

$

58,708

$

63,170

 

$

176,257

$

176,481

Other comprehensive income (loss):

Foreign currency translation adjustment

 

(8,300)

 

6,376

 

13,888

 

(8,402)

Pension liability adjustment

 

(84)

 

(118)

 

(269)

 

(338)

Change in derivative financial instruments

 

(442)

 

(2,875)

 

(3,501)

 

(1,429)

Total other comprehensive income (loss)

 

 

(8,826)

 

3,383

 

 

10,118

 

(10,169)

COMPREHENSIVE INCOME

 

$

49,882

$

66,553

 

$

186,375

$

166,312

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

2

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(Dollars in thousands)

(Unaudited)

    

September 30, 

    

December 31, 

2025

2024

ASSETS

 

    

Cash

$

288,414

$

446,946

Restricted cash and cash equivalents

 

383,125

 

386,397

Receivables, less allowance for credit losses of $146,815 and $129,983, respectively

 

13,838,323

 

13,992,556

Affiliated accounts and notes receivable

 

687,782

 

401,285

Equipment on operating leases, net

 

1,520,114

 

1,422,001

Equipment held for sale

 

36,436

 

48,873

Goodwill

 

107,868

 

107,068

Other intangible assets, net

 

23,270

 

19,366

Other assets

 

128,054

 

102,416

TOTAL

 

$

17,013,386

$

16,926,908

LIABILITIES AND STOCKHOLDER’S EQUITY

 

Liabilities:

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

$

6,101,286

$

5,869,500

Accounts payable and other accrued liabilities

 

745,238

 

787,612

Long-term debt

 

8,557,252

 

8,666,627

Total liabilities

 

 

15,403,776

 

15,323,739

Commitments and contingent liabilities (Note 12)

 

Stockholder’s equity:

 

Member’s capital

 

 

Paid-in capital

 

918,401

 

918,335

Accumulated other comprehensive loss

 

(168,329)

 

(178,447)

Retained earnings

 

859,538

 

863,281

Total stockholder’s equity

 

 

1,609,610

 

1,603,169

TOTAL

 

$

17,013,386

$

16,926,908

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

3

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(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. The assets in the table include those assets that can only 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. See Note 4: Receivables for additional information on the Company’s VIEs.

 

September 30, 

    

December 31,

2025

2024

Restricted cash and cash equivalents

 

$

383,125

$

386,397

Receivables, less allowance for credit losses of $72,219 and $58,094, respectively

 

8,794,930

 

8,851,145

TOTAL

 

$

9,178,055

$

9,237,542

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

 

$

4,016,524

$

4,169,748

Long-term debt

 

4,464,001

 

4,557,176

TOTAL

 

$

8,480,525

$

8,726,924

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

4

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands)

(Unaudited)

    

2025

   

2024

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net income

$

176,257

$

176,481

Adjustments to reconcile net income to net cash from (used in) operating activities:

Depreciation on property and equipment and equipment on operating leases

 

143,506

 

132,963

Amortization of intangibles

 

2,694

 

2,345

Provision for credit losses

 

63,640

 

35,667

Deferred income tax benefit

 

(14,803)

 

(23,615)

Other non-cash items

31,795

45,415

Changes in components of working capital:

Change in affiliated accounts receivables

 

109,425

 

15,559

Change in other assets and equipment held for sale

 

(26,966)

 

(38,765)

Change in accounts payable and other accrued liabilities

 

(41,686)

 

(46,303)

Net cash from (used in) operating activities

  

 

443,862

 

299,747

CASH FLOWS FROM INVESTING ACTIVITIES

  

Cost of receivables acquired (retail customer, revolving charge accounts and wholesale)

 

(10,219,846)

 

(12,790,118)

Collections of receivables (retail customer, revolving charge accounts and wholesale)

 

10,395,594

 

11,543,117

Change in affiliated cash pooling receivables, net

(402,885)

(68,188)

Cost of affiliated notes receivables acquired

 

(3,000)

 

Collections of affiliated notes receivables

11,518

10,800

Purchase of equipment on operating leases

 

(455,887)

 

(354,227)

Proceeds from disposal of equipment on operating leases

 

244,336

 

226,576

Change in property, equipment and software, net

(8,444)

(612)

Net cash from (used in) investing activities

  

 

(438,614)

 

(1,432,652)

CASH FLOWS FROM FINANCING ACTIVITIES

  

Change in affiliated debt, net

 

 

(91,650)

Proceeds from issuance of long-term debt

 

3,445,381

 

5,396,273

Payment of long-term debt

 

(2,931,861)

 

(3,558,712)

Change in committed asset-backed facilities, net

(64,082)

(1,075,959)

Change in short-term borrowings, net

 

(439,052)

 

239,131

Dividends paid to CNH Industrial America LLC

 

(180,000)

 

(100,000)

Net cash from (used in) financing activities

  

 

(169,614)

 

809,083

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

  

2,562

DECREASE IN CASH AND RESTRICTED CASH AND CASH EQUIVALENTS

  

 

(161,804)

 

(323,822)

CASH AND RESTRICTED CASH AND CASH EQUIVALENTS

  

Beginning of period

 

833,343

 

797,927

End of period

  

$

671,539

$

474,105

COMPONENTS OF CASH AND RESTRICTED CASH AND CASH EQUIVALENTS

  

Cash

$

288,414

$

109,956

Restricted cash and cash equivalents

383,125

364,149

TOTAL CASH AND RESTRICTED CASH AND CASH EQUIVALENTS

  

$

671,539

$

474,105

CASH PAID DURING THE PERIOD FOR INTEREST

  

$

477,654

$

501,239

CASH PAID DURING THE PERIOD FOR TAXES

  

$

48,427

$

96,857

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands)

(Unaudited)

    

    

    

Accumulated

    

    

Other

Member’s

Paid-in

Comprehensive

Retained

Capital

Capital

Income (Loss)

Earnings

Total

BALANCE - January 1, 2025

 

$

$

918,335

$

(178,447)

$

863,281

$

1,603,169

Net income

56,622

56,622

Dividends paid to CNH Industrial America LLC

(60,000)

(60,000)

Foreign currency translation adjustment

731

731

Stock compensation

(68)

(68)

Pension liability adjustment, net of tax

(88)

(88)

Change in derivative financial instruments, net of tax

(2,291)

(2,291)

BALANCE - March 31, 2025

 

$

$

918,267

$

(180,095)

$

859,903

$

1,598,075

Net income

60,927

60,927

Dividends paid to CNH Industrial America LLC

(60,000)

(60,000)

Foreign currency translation adjustment

21,457

21,457

Stock compensation

(66)

(66)

Pension liability adjustment, net of tax

(97)

(97)

Change in derivative financial instruments, net of tax

(768)

(768)

BALANCE - June 30, 2025

 

$

$

918,201

$

(159,503)

$

860,830

$

1,619,528

Net income

58,708

58,708

Dividends paid to CNH Industrial America LLC

(60,000)

(60,000)

Foreign currency translation adjustment

(8,300)

(8,300)

Stock compensation

200

200

Pension liability adjustment, net of tax

(84)

(84)

Change in derivative financial instruments, net of tax

(442)

(442)

BALANCE - September 30, 2025

 

$

$

918,401

$

(168,329)

$

859,538

$

1,609,610

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (Continued)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Dollars in thousands)

(Unaudited)

    

    

    

Accumulated

    

    

Other

Member’s

Paid-in

Comprehensive

Retained

Capital

Capital

Income (Loss)

Earnings

Total

BALANCE - January 1, 2024

 

$

$

919,702

$

(137,308)

$

816,582

$

1,598,976

Net income

54,473

54,473

Dividends paid to CNH Industrial America LLC

(60,000)

(60,000)

Foreign currency translation adjustment

(10,480)

(10,480)

Stock compensation

(1,219)

(1,219)

Pension liability adjustment, net of tax

(108)

(108)

Change in derivative financial instruments, net of tax

1,935

1,935

BALANCE - March 31, 2024

 

$

$

918,483

$

(145,961)

$

811,055

$

1,583,577

Net income

58,838

58,838

Dividends paid to CNH Industrial America LLC

(15,000)

(15,000)

Foreign currency translation adjustment

(4,298)

(4,298)

Stock compensation

(169)

(169)

Pension liability adjustment, net of tax

(112)

(112)

Change in derivative financial instruments, net of tax

(489)

(489)

BALANCE - June 30, 2024

 

$

$

918,314

$

(150,860)

$

854,893

$

1,622,347

Net income

 

 

 

 

63,170

 

63,170

Dividends paid to CNH Industrial America LLC

 

 

 

 

(25,000)

 

(25,000)

Foreign currency translation adjustment

 

 

 

6,376

 

 

6,376

Stock compensation

 

 

(23)

 

 

 

(23)

Pension liability adjustment, net of tax

 

 

 

(118)

 

 

(118)

Change in derivative financial instruments, net of tax

 

 

 

(2,875)

 

 

(2,875)

BALANCE - September 30, 2024

 

$

$

918,291

$

(147,477)

$

893,063

$

1,663,877

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

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

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

CNH N.V. is incorporated in and under the laws of the Netherlands. CNH N.V. has its corporate seat in Amsterdam, the Netherlands, and its principal office in Basildon, England, United Kingdom. The common shares of CNH N.V. are listed on the New York Stock Exchange under the symbol “CNH.”

The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“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, 2024. 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 these estimates.

Certain reclassifications have been made to prior period amounts to conform to current period presentation. These reclassifications did not have an impact on the Company’s results of operations or financial position as of December 31, 2024 or September 30, 2024.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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.

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 its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326)  Measurement of Credit Losses for Accounts Receivables and Contract Assets, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. This update is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption 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.

In September 2025, the FASB issued 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.

NOTE 3: ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income (“AOCI”) includes net income plus other comprehensive income, which includes foreign currency translation gains and losses, certain changes in pension plans and changes in fair value of certain derivatives designated as cash flow hedges.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the three months ended September 30, 2025:

Currency

Pension

Unrealized

Translation

Liability

(Losses) Gains

    

Adjustment

    

(Asset)

    

on Derivatives

    

Total

Beginning balance, gross

 

$

(157,698)

$

(984)

$

(1,383)

$

(160,065)

Tax liability

 

 

246

 

316

 

562

Beginning balance, net of tax

 

 

(157,698)

 

(738)

 

(1,067)

 

(159,503)

Other comprehensive income (loss) before reclassifications

 

(8,300)

 

(119)

 

256

 

(8,163)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

9

 

(840)

 

(831)

Tax effects

 

 

26

 

142

 

168

Net current-period other comprehensive income (loss)

 

 

(8,300)

 

(84)

 

(442)

 

(8,826)

Total

 

$

(165,998)

$

(822)

$

(1,509)

$

(168,329)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effects for the nine months ended September 30, 2025:

Currency

Pension

Unrealized

Translation

Liability

(Losses) Gains

    

Adjustment

    

(Asset)

    

on Derivatives

    

Total

Beginning balance, gross

 

$

(179,886)

$

(739)

$

2,632

$

(177,993)

Tax liability

 

 

186

 

(640)

 

(454)

Beginning balance, net of tax

 

 

(179,886)

 

(553)

 

1,992

 

(178,447)

Other comprehensive income (loss) before reclassifications

 

13,888

 

(384)

 

(1,938)

 

11,566

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

29

 

(2,661)

 

(2,632)

Tax effects

 

 

86

 

1,098

 

1,184

Net current-period other comprehensive income (loss)

 

 

13,888

 

(269)

 

(3,501)

 

10,118

Total

 

$

(165,998)

$

(822)

$

(1,509)

$

(168,329)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effect for the three months ended September 30, 2024:

Currency

Unrealized

Translation

Pension

(Losses) Gains

    

Adjustment

    

Liability

    

on Derivatives

    

Total

Beginning balance, gross

 

$

(157,576)

$

1,269

$

7,695

$

(148,612)

Tax liability

 

 

(303)

 

(1,945)

 

(2,248)

Beginning balance, net of tax

 

 

(157,576)

 

966

 

5,750

 

(150,860)

Other comprehensive income (loss) before reclassifications

 

6,376

 

(103)

 

(2,899)

 

3,374

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

(53)

 

(987)

 

(1,040)

Tax effects

 

 

38

 

1,011

 

1,049

Net current-period other comprehensive income (loss)

 

 

6,376

 

(118)

 

(2,875)

 

3,383

Total

 

$

(151,200)

$

848

$

2,875

$

(147,477)

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The following table summarizes the change in the components of the Company’s AOCI balance and related tax effect for the nine months ended September 30, 2024:

Currency

Unrealized

Translation

Pension

(Losses) Gains

    

Adjustment

    

Liability

    

on Derivatives

    

Total

Beginning balance, gross

 

$

(142,798)

$

1,559

$

5,677

$

(135,562)

Tax liability

 

 

(373)

 

(1,373)

 

(1,746)

Beginning balance, net of tax

 

 

(142,798)

 

1,186

 

4,304

 

(137,308)

Other comprehensive income (loss) before reclassifications

 

(8,402)

 

(285)

 

407

 

(8,280)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

(161)

 

(2,275)

 

(2,436)

Tax effects

 

 

108

 

439

 

547

Net current-period other comprehensive income (loss)

 

 

(8,402)

 

(338)

 

(1,429)

 

(10,169)

Total

 

$

(151,200)

$

848

$

2,875

$

(147,477)

The reclassifications out of AOCI were immaterial for the three and nine months ended September 30, 2025 and 2024.

NOTE 4: RECEIVABLES

A summary of receivables included in the consolidated balance sheets as of September 30, 2025 and December 31, 2024 is as follows:

    

September 30, 

    

December 31,

2025

2024

Retail notes

 

$

1,539,737

 

$

1,180,540

Revolving charge accounts

 

299,011

 

235,640

Finance leases

 

245,753

 

233,621

Wholesale

 

1,391,694

 

1,507,176

Restricted receivables

10,508,943

10,965,562

 

 

13,985,138

 

 

14,122,539

Less: Allowance for credit losses

 

(146,815)

 

(129,983)

Total receivables, net

 

$

13,838,323

 

$

13,992,556

Included in the receivables balance at September 30, 2025 and December 31, 2024 is unearned finance income and unamortized deferred fees and costs of $501,551 and $496,976, respectively.

Restricted Receivables and Securitization

As part of its overall funding strategy, the Company periodically transfers certain receivables into bankruptcy-remote 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. 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.

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The secured borrowings related to the restricted receivables are obligations that are payable as the receivables are collected. The following table summarizes the carrying value of restricted receivables as of September 30, 2025 and December 31, 2024:

    

September 30, 

    

December 31,

2025

2024

Retail notes

 

$

7,435,222

 

$

7,625,647

Wholesale

 

3,001,502

 

3,339,915

Total restricted receivables

 

$

10,436,724

$

10,965,562

Within the U.S. retail notes securitization programs, qualifying retail notes are sold to bankruptcy-remote SPEs. In turn, these SPEs establish separate trusts, which are VIEs, to either transfer receivables in exchange for proceeds from asset-backed securities issued by the trusts, or pledge the receivables as collateral in exchange for proceeds from a committed asset-backed facility. In Canada, qualifying retail notes are transferred directly to trusts, which are also VIEs. 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.

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

Allowance for Credit Losses

The allowance for credit losses is the Company’s estimate of the lifetime expected credit losses inherent in the receivables. Retail customer receivables primarily include retail notes and finance leases to end-use customers. Revolving charge accounts represent financing for customers to purchase parts, service, rentals, implements and attachments from CNH North America dealers. Wholesale receivables include dealer floorplan financing, and to a lesser extent, the financing of dealer operations. Typically, the Company’s receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk.

Retail customer receivables that share the same risk characteristics, such as collateralization levels, geography, product type and other relevant factors, are reviewed on a collective basis using measurement models and management judgment. The allowance for credit losses on retail customer receivables 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 loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models 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.

12

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Wholesale receivables that share the same risk characteristics, such as collateralization levels, term, geography and other relevant factors, are reviewed on a collective basis using measurement models and management judgment. The allowance for wholesale 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 loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models 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.

Retail customer receivables and wholesale receivables that do not have similar risk characteristics are individually reviewed based on, among other items, amounts outstanding, days past due and prior collection history. Expected credit losses are measured by considering: the probability-weighted estimates of cash flows and collateral value; the time value of money; current conditions and forecasts of future economic conditions. Expected credit losses are measured as the probability-weighted present value of all cash shortfalls (including the value of the collateral, if appropriate) over the expected life of each financial asset.

Charge-offs of principal amounts of retail customer receivables and wholesale receivables outstanding are deducted from the allowance at the point when it is estimated that amounts due are deemed uncollectible. Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

Allowance for credit losses activity for the three months ended September 30, 2025 is as follows:

Revolving

Retail

Charge

Customer

Accounts

Wholesale

Total

Allowance for credit losses:

Beginning balance

 

$

125,950

 

$

8,428

 

$

7,282

$

141,660

Charge-offs

 

(14,530)

(2,499)

 

(184)

(17,213)

Recoveries

 

228

221

 

5

454

Provision (benefit)

 

18,993

3,519

 

(412)

22,100

Foreign currency translation and other

 

(156)

(10)

 

(20)

(186)

Ending balance

 

$

130,485

 

$

9,659

 

$

6,671

$

146,815

Allowance for credit losses activity for the nine months ended September 30, 2025 is as follows:

Revolving

Retail

Charge

Customer

Accounts

Wholesale

Total

Allowance for credit losses:

Beginning balance

 

$

114,935

 

$

7,603

 

$

7,445

$

129,983

Charge-offs

 

(42,986)

(5,586)

 

(218)

(48,790)

Recoveries

 

937

660

 

13

1,610

Provision (benefit)

 

57,278

6,963

 

(601)

63,640

Foreign currency translation and other

 

321

19

 

32

372

Ending balance

 

$

130,485

 

$

9,659

 

$

6,671

$

146,815

Gross receivables:

 

 

 

Ending balance

 

$

9,289,909

 

$

299,011

 

$

4,396,218

$

13,985,138

13

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The allowance for credit losses increased during the first nine months of 2025, primarily due to a rise in delinquency rates and charge-offs, which necessitated higher reserve needs.

Allowance for credit losses activity for the three months ended September 30, 2024 is as follows:

Revolving

Retail

Charge

    

Customer

    

Accounts

 

Wholesale

Total

Allowance for credit losses:

Beginning balance, as previously reported

 

$

106,145

 

$

9,751

 

$

8,075

$

123,971

Charge-offs

 

(8,552)

 

(1,798)

 

(10,350)

Recoveries

 

342

 

128

 

1,547

2,017

Provision (benefit)

 

13,871

 

1,169

 

(1,656)

13,384

Foreign currency translation and other

 

125

 

10

 

16

151

Ending balance

 

$

111,931

 

$

9,260

 

$

7,982

$

129,173

Allowance for credit losses activity for the nine months ended September 30, 2024 is as follows:

Revolving

Retail

Charge

Customer

Accounts

Wholesale

Total

Allowance for credit losses:

Beginning balance

$

101,649

 

$

7,594

 

$

5,502

$

114,745

Charge-offs

 

(20,439)

 

(4,094)

 

(24,533)

Recoveries

 

1,527

 

430

 

1,568

3,525

Provision

 

29,400

 

5,339

 

928

35,667

Foreign currency translation and other

 

(206)

 

(9)

 

(16)

(231)

Ending balance

 

$

111,931

 

$

9,260

 

$

7,982

$

129,173

Gross receivables:

 

 

 

Ending balance

 

$

8,802,151

 

$

282,742

 

$

5,691,696

$

14,776,589

The Company assesses and monitors the credit quality of its receivables based on delinquency status. 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. As the terms for the retail customer receivables are greater than one year, the past due information is presented by year of origination.

14

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The aging of receivables by vintage as of September 30, 2025 are as follows:

S

Greater

31 – 60 Days

61 – 90 Days

Than

Total

Total

Gross

 

Past Due

 

Past Due

 

90 Days

 

Past Due

 

Current

 

Receivables

 

Charge-offs

Retail customer

 

United States

2025

$

5,854

$

2,046

$

1,159

$

9,059

$

2,456,516

$

2,465,575

$

299

2024

17,090

6,992

12,192

36,274

2,428,416

2,464,690

8,678

2023

11,374

3,736

12,107

27,217

1,372,115

1,399,332

15,645

2022

6,548

1,484

7,422

15,454

706,024

721,478

7,268

2021

3,577

1,143

4,834

9,554

381,543

391,097

2,232

Prior to 2021

979

355

36,892

38,226

100,105

138,331

5,292

Total

 

$

45,422

$

15,756

$

74,606

$

135,784

$

7,444,719

$

7,580,503

$

39,414

Canada

2025

$

505

$

559

$

2,383

$

3,447

$

714,936

$

718,383

$

102

2024

2,649

535

326

3,510

540,627

544,137

1,114

2023

831

97

819

1,747

178,556

180,303

1,173

2022

493

48

325

866

139,517

140,383

634

2021

478

77

640

1,195

99,492

100,687

410

Prior to 2021

426

15

234

675

24,838

25,513

139

Total

 

$

5,382

$

1,331

$

4,727

$

11,440

$

1,697,966

$

1,709,406

$

3,572

Revolving charge accounts

 

United States

$

4,139

$

2,190

$

1,524

$

7,853

$

269,893

$

277,746

$

5,205

Canada

$

440

$

231

$

41

$

712

$

20,553

$

21,265

$

381

Wholesale

 

United States

$

1

$

$

63

$

64

$

3,440,314

$

3,440,378

$

218

Canada

$

$

$

$

$

955,840

$

955,840

$

Total

 

 

 

 

 

 

 

Retail customer

$

50,804

$

17,087

$

79,333

$

147,224

$

9,142,685

$

9,289,909

$

42,986

Revolving charge accounts

$

4,579

$

2,421

$

1,565

$

8,565

$

290,446

$

299,011

$

5,586

Wholesale

$

1

$

$

63

$

64

$

4,396,154

$

4,396,218

$

218

15

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

The aging of receivables by vintage as of December 31, 2024 is as follows:

Greater

31 – 60 Days

61 – 90 Days

Than

Total

Total

Gross

 

Past Due

 

Past Due

 

90 Days

 

Past Due

 

Current

 

Receivables

 

Charge-offs

Retail customer

 

United States

2024

$

11,150

$

2,177

$

2,530

$

15,857

$

3,396,385

$

3,412,242

$

1,168

2023

14,713

5,758

11,439

31,910

1,899,459

1,931,369

9,538

2022

10,027

3,499

9,858

23,384

1,200,888

1,224,272

7,902

2021

6,764

1,679

4,865

13,308

610,425

623,733

4,107

2020

3,037

657

30,779

34,473

202,608

237,081

2,552

Prior to 2020

925

430

3,916

5,271

47,538

52,809

2,250

Total

 

$

46,616

$

14,200

$

63,387

$

124,203

$

7,357,303

$

7,481,506

$

27,517

Canada

2024

$

4,929

$

520

$

74

$

5,523

$

821,811

$

827,334

$

130

2023

1,326

835

2,161

281,729

283,890

1,241

2022

1,755

731

673

3,159

222,266

225,425

1,054

2021

912

123

653

1,688

158,451

160,139

797

2020

410

68

248

726

49,125

49,851

505

Prior to 2020

23

2

33

58

11,605

11,663

674

Total

 

$

9,355

$

1,444

$

2,516

$

13,315

$

1,544,987

$

1,558,302

$

4,401

Revolving charge accounts

United States

$

6,303

$

2,447

$

1,360

$

10,110

$

209,241

$

219,351

$

4,993

Canada

$

1,478

$

555

$

183

$

2,216

$

14,073

$

16,289

$

306

Wholesale

 

United States

$

22

$

$

225

$

247

$

3,858,213

$

3,858,460

$

Canada

$

$

$

$

$

988,631

$

988,631

$

Total

 

 

 

 

 

 

 

Retail customer

$

55,971

$

15,644

$

65,903

$

137,518

$

8,902,290

$

9,039,808

$

31,918

Revolving charge accounts

$

7,781

$

3,002

$

1,543

$

12,326

$

223,314

$

235,640

$

5,299

Wholesale

$

22

$

$

225

$

247

$

4,846,844

$

4,847,091

$

Included in the receivables balance at September 30, 2025 and December 31, 2024 is accrued interest of $105,438 and $100,325, respectively. The Company does not include accrued interest in its allowance for credit losses.

Recognition of income is generally suspended when management determines that collection of future finance income is not probable or when an account becomes 90 days past due, whichever occurs first. 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 and 2024. Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time.

The retail customer receivables on nonaccrual status as of September 30, 2025 and December 31, 2024 are as follows:

September 30, 

December 31,

2025

2024

United States

 

$

91,938

 

$

74,795

Canada

$

5,987

$

3,818

16

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

As of September 30, 2025 and December 31, 2024, total revolving charge account receivables on nonaccrual status were immaterial. As of September 30, 2025 and December 31, 2024, wholesale receivables on nonaccrual status in the United States were $26,209 and $25,916, respectively. There were no wholesale receivables on nonaccrual status in Canada as of September 30, 2025 and December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company’s receivables on non-accrual status without an allowance were immaterial. Interest income recognized for receivables on non-accrual status for the three and nine months ended September 30, 2025 and 2024 was immaterial.

Modifications

CNH Capital periodically modifies the terms of its 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 Capital has recourse to the financed assets on default. The Company continues to monitor the credit quality of these modified receivables. CNH Capital’s allowance for credit losses incorporates historical loss information, including the effects of the modified receivables. Therefore, additional adjustments to the allowance are generally not recorded upon modification of the receivable.

As of September 30, 2025 and 2024, modifications of CNH Capital’s retail customer receivables and wholesale receivables for customers experiencing financial difficulties were immaterial. Defaults and subsequent write-offs of receivables modified were not significant during the previous twelve months ended September 30, 2025 and 2024.

NOTE 5: EQUIPMENT ON OPERATING LEASES

Lease payments owed to the Company for equipment under non-cancelable operating leases (excluding deferred operating lease subsidy of $89,834) as of September 30, 2025 are as follows:

2025

    

$

57,185

2026

 

191,551

2027

 

119,352

2028

 

49,059

2029 and thereafter

 

24,227

Total lease payments

 

$

441,374

NOTE 6: CREDIT FACILITIES AND DEBT

On July 22, 2025, the Company, through a bankruptcy-remote trust, issued $892,050 of amortizing asset-backed notes secured by U.S. retail receivables.

On September 26, 2025, the Company extended the maturity date of the U.S. retail committed asset-backed facility to September 2027.

On September 29, 2025, CNH Industrial Capital LLC completed an offering of $500,000 in aggregate principal amount of its 4.500% unsecured notes due 2030, with an issue price of 99.765%.

17

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Repurchase Agreement

The Company is a party to a Global Master Repurchase Agreement which expires in September 2026. As of September 30, 2025, the Company had sold, and not yet repurchased, C$325,902 ($234,089) of Canadian receivables under the repurchase agreement, with an obligation to repurchase such receivables in 30 days. The repurchase agreement is treated as a financing arrangement for accounting purposes.

Unsecured Facilities and Debt

As of September 30, 2025, committed and uncommitted unsecured facilities with banks totaled $743,594, with no amounts drawn as of that date. These credit facilities, which are eligible for renewal at various future dates, are used primarily for working capital and other general corporate purposes. The remaining available credit commitments are maintained primarily to provide backup liquidity for commercial paper borrowings. The Company had no commercial paper outstanding as of September 30, 2025.

NOTE 7: INCOME TAXES

The effective tax rates for the three months ended September 30, 2025 and 2024 were 24.1% and 22.9%, respectively. The effective tax rate was 23.8% for the nine months ended September 30, 2025, compared to 22.7% for the same period in 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into U.S. law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company has evaluated the OBBBA enacted during the quarter and does not expect the tax impacts of the legislation to have a material impact on the Company’s financial results during 2025.  

NOTE 8: FINANCIAL INSTRUMENTS

The Company 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. The Company 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.

18

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

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.

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

Derivatives

The Company utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the exposure being hedged and are designed as a hedge at the inception of the derivative contract. The Company 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.

Interest Rate Derivatives

The Company has entered into interest rate derivatives in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated 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 the Company recognizes interest expense on the related debt. As of September 30, 2025, 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 55 months. As of September 30, 2025, the after-tax gains deferred in accumulated other comprehensive income (loss) that will be recognized in interest expense over the next 12 months are approximately ($826).

The Company also enters into offsetting 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. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income and were insignificant for the three and nine months ended September 30, 2025 and 2024.

All of the Company’s interest rate derivatives 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 the Company’s interest rate derivatives was $5,121,096 and

19

Table of Contents

CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

$4,749,748 at September 30, 2025 and December 31, 2024, respectively. The ten-month average notional amounts for the nine months ended September 30, 2025 and 2024 were $4,820,390 and $3,997,343, respectively.

Foreign Exchange Contracts

The Company uses forward contracts to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and are not designated as hedging instruments. The changes in the fair value of these instruments are recognized directly as income in “Other expenses, net” 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.

Financial Statement Impact of the Company’s Derivatives

The fair values of the Company’s derivatives as of September 30, 2025 and December 31, 2024 in the consolidated balance sheets are recorded as follows:

    

September 30, 

    

December 31,

2025

2024

Derivatives Designated as Hedging Instruments

 

Other assets:

 

Interest rate derivatives

$

32,065

$

12,862

Accounts payable and other accrued liabilities:

 

Interest rate derivatives

$

8,550

$

21,087

Derivatives Not Designated as Hedging Instruments

 

Other assets:

 

Interest rate derivatives

$

9,259

$

21,522

Foreign exchange contracts

 

 

2,996

Total

 

$

9,259

$

24,518

Accounts payable and other accrued liabilities:

 

Interest rate derivatives

$

9,259

$

21,522

Pre-tax gains (losses) on the consolidated statements of income and comprehensive income related to the Company’s derivatives for the three and nine months ended September 30, 2025 and 2024 are recorded in the following accounts:

   

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

   

2024

   

2025

   

2024

Cash Flow Hedges

 

Recognized in accumulated other comprehensive income (loss):

 

Interest rate derivatives

$

256

$

(2,899)

 

$

(1,938)

$

407

Reclassified from accumulated other comprehensive income (loss):

 

Interest rate derivatives—Interest expense to third parties

$

840

$

987

$

2,661

$

2,275

Not Designated as Hedges

 

 

Foreign exchange contracts—Other expenses, net

$

(691)

$

176

 

$

20,413

$

(1,067)

20

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

Items Measured at Fair Value on a Recurring Basis

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, all of which are measured as Level 2:

September 30, 

December 31,

 

2025

    

2024

Assets

 

Interest rate derivatives

$

41,324

$

34,384

Foreign exchange contracts

 

 

2,996

Total assets

 

$

41,324

$

37,380

Liabilities

 

Interest rate derivatives

$

17,809

$

42,609

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

Fair Value of Other Financial Instruments

The carrying amount of cash, restricted cash and cash equivalents, 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 restricted cash and cash equivalents are classified as Level 1 and the remainder of the financial instruments listed is classified as Level 2.

Financial Instruments Not Carried at Fair Value

The carrying amount and estimated fair value of assets and liabilities considered financial instruments as of September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025

December 31, 2024

    

Carrying

    

Estimated

    

Carrying

    

Estimated

Amount

Fair Value *

Amount

Fair Value *

Receivables

 

$

13,838,323

$

13,889,720

$

13,992,556

$

14,040,507

Long-term debt

$

8,557,252

$

8,673,739

$

8,666,627

$

8,654,374

______________

*

Under the fair value hierarchy, receivables measurements are classified as Level 3 and long-term debt measurements are classified as Level 2.

Receivables

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

Long-term debt

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

21

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 9: SEGMENT INFORMATION

CNH Capital operates in a single reportable segment as a captive financial services company that underwrites, services and manages financing products for end use customers and dealers of CNH North America. CNH Capital’s revenue is primarily generated through the income of its portfolio and the income generated through marketing programs with CNH North America. The Company has identified CNH’s President of North America Financial Services as its Chief Operating Decision Maker (“CODM”). The CODM evaluates the performance of the Company and allocates resources based on net income that also is reported on the consolidated statements of income as net income. The measure of segment assets is reported on the consolidated balance sheets as total assets. Therefore, no additional segment information is presented.

A summary of the Company’s segment net income is as follows:

 

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

2025

    

2024

REVENUES

Revenues and other income from third parties

$

217,273

$

205,299

$

628,562

$

587,235

Interest and other income from affiliates

 

119,683

 

134,729

 

364,576

 

382,462

Total revenues

336,956

340,028

993,138

969,697

EXPENSES

Interest expense to third parties

$

165,920

$

181,061

497,239

518,760

Interest expense to affiliates

762

2,177

1,479

7,769

Fees charged by affiliates

12,597

12,217

37,200

37,260

Provision for credit losses

22,100

13,384

63,640

35,667

Depreciation of equipment on operating leases

49,020

45,663

143,506

132,958

Gains on sale of used equipment

(123)

(208)

(2,122)

(5,079)

Other general and administrative

9,319

3,758

20,980

13,924

Income tax provision

 

18,653

 

18,806

 

54,959

 

51,957

Total expenses

278,248

276,858

816,881

793,216

SEGMENT NET INCOME

58,708

63,170

176,257

176,481

Adjustments and reconciling items

NET INCOME

$

58,708

$

63,170

$

176,257

$

176,481

22

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 10: GEOGRAPHICAL INFORMATION

A summary of the Company’s geographical information is as follows:

 

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

2025

    

2024

Revenues

 

United States

$

271,706

$

276,269

$

807,031

$

781,576

Canada

 

65,519

 

63,874

 

194,379

 

188,638

Eliminations

 

(269)

 

(115)

 

(8,272)

 

(517)

Total

 

$

336,956

$

340,028

 

$

993,138

$

969,697

Interest expense

 

 

United States

$

136,245

$

150,830

$

413,700

$

431,889

Canada

 

30,706

 

32,523

 

93,290

 

95,157

Eliminations

 

(269)

 

(115)

 

(8,272)

 

(517)

Total

 

$

166,682

$

183,238

 

$

498,718

$

526,529

Net income

 

 

United States

$

48,107

$

52,815

$

140,404

$

142,607

Canada

 

10,601

 

10,355

 

35,853

 

33,874

Total

 

$

58,708

$

63,170

 

$

176,257

$

176,481

Depreciation and amortization

 

 

United States

$

35,472

$

32,124

$

103,954

$

93,536

Canada

 

14,588

 

14,303

 

42,246

 

41,772

Total

 

$

50,060

$

46,427

 

$

146,200

$

135,308

Expenditures for equipment on operating leases

 

 

United States

$

99,784

$

115,562

$

346,905

$

253,822

Canada

 

36,310

 

36,275

 

108,982

 

100,405

Total

 

$

136,094

$

151,837

 

$

455,887

$

354,227

Provision for credit losses

 

 

United States

$

19,758

$

11,960

$

58,164

$

32,953

Canada

 

2,342

 

1,424

 

5,476

 

2,714

Total

 

$

22,100

$

13,384

 

$

63,640

$

35,667

 

As of

    

As of

September 30, 

December 31, 

2025

    

2024

Total assets

 

United States

$

13,653,928

$

13,987,559

Canada

 

3,433,841

 

3,180,759

Eliminations

 

(74,383)

 

(241,410)

Total

 

$

17,013,386

$

16,926,908

Gross receivables

 

United States

$

11,298,627

$

11,559,317

Canada

 

2,686,511

 

2,563,222

Total

 

$

13,985,138

$

14,122,539

23

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 11: RELATED-PARTY TRANSACTIONS

The Company receives compensation from CNH North America for retail customer, operating lease, revolving charge accounts and wholesale sales programs offered by CNH North America on which finance charges are waived or below market rate financing programs are offered. The Company receives compensation from CNH North America based on the Company’s estimated costs and a targeted return on equity. The Company is also compensated for lending funds to CNH North America.

The summary of sources included in “Interest and other income from affiliates” in the accompanying consolidated statements of income for the three and nine months ended September 30, 2025 and 2024 is as follows:

    

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

2025

   

2024

2025

    

2024

Subsidy from CNH North America

 

Retail customer

$

67,802

$

56,354

$

198,553

$

155,436

Operating lease

 

9,987

 

9,146

 

29,584

 

27,715

Revolving charge accounts

1,259

1,243

3,688

3,242

Wholesale

38,556

66,973

125,684

191,967

Income from affiliated receivables

 

 

 

CNH North America

 

1,486

 

209

 

4,984

 

1,242

Banco CNH Industrial Capital Brazil

402

556

1,405

1,912

Other affiliates

191

248

678

948

Total interest and other income from affiliates

 

$

119,683

$

134,729

 

$

364,576

$

382,462

Interest expense to affiliates was $762 and $2,177, respectively, for the three months ended September 30, 2025 and 2024, and $1,479 and $7,769, respectively, for the nine months ended September 30, 2025 and 2024. Fees charged by affiliates were $12,597 and $12,217, respectively, for the three months ended September 30, 2025 and 2024, and $37,200 and $37,260, respectively, for the nine months ended September 30, 2025 and 2024, which amounts consist of payroll and other human resource services CNH America performs on behalf of the Company.

As of September 30, 2025 and December 31, 2024, the Company had various accounts and notes receivable with the following affiliates:

September 30, 

December 31, 

2025

2024

Affiliated receivables

 

CNH America

 

$

515,184

$

317,587

CNH Canada

 

133,088

35,006

Banco CNH Industrial Capital Brazil

23,845

36,182

Other affiliates

 

15,665

12,510

Total affiliated receivables

 

$

687,782

$

401,285

Accounts payable and other accrued liabilities, including tax payables, of $119,050 and $50,915 were payable to related parties as of September 30, 2025 and December 31, 2024, respectively.

24

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CNH INDUSTRIAL CAPITAL LLC AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

(Unaudited)

NOTE 12: COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Guarantees

The Company provides payment guarantees on the financial debt of various foreign financial services subsidiaries of CNH N.V. for approximately $50,400. The guarantees are in effect for the term of the underlying funding facilities.

Commitments

As of September 30, 2025, the Company had various agreements, on an uncommitted basis, to extend credit for the following portfolios:

Total

Credit Limit

Utilized

Not Utilized

Wholesale and dealer financing

$

7,685,231

$

4,319,225

$

3,366,006

Revolving charge accounts

$

2,812,972

$

303,385

$

2,509,587

NOTE 13: SUBSEQUENT EVENTS

On October 14, 2025, CNH Industrial Capital LLC repaid the principal amount of $400,000 of its 5.450% unsecured notes due 2025.

25

Table of Contents

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

Overview

Organization

CNH Industrial Capital LLC and its primary operating subsidiaries, including New Holland Credit Company, LLC (“New Holland Credit”), CNH Industrial Capital America LLC (“CNH Capital America”) and CNH Industrial Capital Canada Ltd. (“CNH Capital Canada”) (collectively, “CNH Capital”, the “Company” or “we”) are each an indirect wholly owned subsidiary of CNH Industrial N.V. (“CNH N.V.” and, together with its consolidated subsidiaries, “CNH”) and is headquartered in Waterford, Wisconsin. As a captive finance company, our primary business is to underwrite and manage financing products for end-use customers and dealers of CNH Industrial America LLC (“CNH America”) and CNH Industrial Canada Ltd. (“CNH Canada” and, together with CNH America, “CNH North America”) and provide other related financial products and services to support the sale of agricultural and construction equipment sold by CNH North America.

We offer a range of financial products and services to the customers and dealers of CNH North America. Retail financing products primarily include retail notes, finance leases, operating leases and revolving charge account financing to end-use customers. Wholesale financing consists primarily of dealer floorplan financing as well as financing to dealers for used equipment taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs.

Trends and Economic 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 CNH’s customers’ profitability, impacting their ability to achieve higher returns on their output and reducing their purchasing power and demand for CNH’s products. CNH 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, have on its business, customers, and suppliers.  

Our business is closely tied to the agricultural and construction equipment industries because we offer financing products for such equipment. For the three months ended September 30, 2025, CNH’s net sales of agricultural equipment and net sales of construction equipment generated in North America were $999.6 million and $400.5 million, respectively, representing a decrease of 28.7% and an increase of 12.0% from the same period in 2024, respectively. For the nine months ended September 30, 2025, CNH’s net sales of agricultural equipment and net sales of construction equipment generated in North America were $3.2 billion and $1.1 billion, respectively, representing decreases of 30.9% and 15.3% from the same period in 2024, respectively.

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

As a finance company, we are subject to interest rate risks. Changing interest rates can reduce demand for CNH North America equipment, adversely affect our interest margins and increase our borrowing costs. Most of our retail customer receivables (as used herein, “retail customer receivables” refers primarily to retail notes and finances leases) are fixed rate, while our revolving charge accounts and wholesale receivables are a combination of fixed and floating rate. We manage interest rate risks via a match funding program and the selective use of derivatives.

Net income was $58.7 million and $176.3 million for the three and nine months ended September 30, 2025, respectively, compared to $63.2 million and $176.5 million for the same periods in 2024, respectively. The quarter-over-quarter decrease was primarily driven by higher provisions for credit losses, higher labor costs and lower recoveries on used equipment sales, partially offset by margin improvement. The receivables balance greater than 30 days past due as a percentage of receivables was 1.1% at both September 30, 2025 and December 31, 2024 and 1.0% at September 30, 2024.

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Table of Contents

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

Results of Operations

Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024

Revenues

Revenues for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

    

Three Months Ended

    

    

 

September 30, 

2025

    

2024

    

$ Change

    

% Change

Interest income on retail notes and finance leases

 

$

100,719

$

92,991

$

7,728

8.3

%

Rental income on operating leases

 

64,692

 

59,846

 

4,846

8.1

Interest income on revolving charge accounts

 

12,526

 

11,891

 

635

5.3

Interest income on wholesale notes

34,250

36,509

(2,259)

(6.2)

Interest and other income from affiliates

 

119,683

 

134,729

 

(15,046)

(11.2)

Other income

 

5,086

 

4,062

 

1,024

25.2

Total revenues

 

$

336,956

$

340,028

$

(3,072)

(0.9)

%

    

Nine Months Ended

    

    

September 30, 

2025

    

2024

    

$ Change

    

% Change

Interest income on retail notes and finance leases

 

$

290,412

$

272,566

$

17,846

6.5

%

Rental income on operating leases

 

185,614

 

177,192

 

8,422

4.8

Interest income on revolving charge accounts

 

34,590

 

32,080

 

2,510

7.8

Interest income on wholesale notes

106,746

94,439

12,307

13.0

Interest and other income from affiliates

 

364,576

 

382,462

 

(17,886)

(4.7)

Other income

 

11,200

 

10,958

 

242

2.2

Total revenues

 

$

993,138

$

969,697

$

23,441

2.4

%

Total revenues were $337.0 million and $993.1 million for the three and nine months ended September 30, 2025, respectively, compared to $340.0 million and $969.7 million for the same periods in 2024, respectively. The quarter-over-quarter decrease was due to a lower average portfolio, partially offset by a higher average yield for the portfolio.  The year-over-year increase was due to a higher average portfolio coupled with a higher average yield for the total portfolio. The average yield for the total portfolio was 8.5% and 8.4% for the three months ended September 30, 2025 and 2024, respectively, and 8.4% and 8.3% for the nine months ended September 30, 2025 and 2024, respectively.

Interest income on retail notes and finance leases for the three and nine months ended September 30, 2025 was $100.7 million and $290.4 million, respectively, representing an increase of $7.7 million and $17.8 million from the same periods in 2024, respectively. For the three months ended September 30, 2025, the increase from the same period in 2024 was primarily due to the favorable impacts of $6.2 million from higher average earning assets and $1.5 million from higher interest rates. For the nine months ended September 30, 2025, the increase from the same period in 2024 was due to a $23.6 million favorable impact from higher average earning assets, partially offset by a $5.8 million unfavorable impact from lower interest rates.

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Table of Contents

Rental income on operating leases for the three and nine months ended September 30, 2025 was $64.7 million and $185.6 million, respectively, representing an increase of $4.8 million and $8.4 million from the same periods in 2024, respectively. For the three months ended September 30, 2025, the increase from the same period in 2024 was primarily due to a $7.6 million favorable impact from higher average earning assets, partially offset by a $2.8 million unfavorable impact from lower interest rates. For the nine months ended September 30, 2025, the increase from the same period in 2024 was primarily due to a $18.3 million favorable impact from higher average earning assets, partially offset by a $9.9 million unfavorable impact from lower interest rates.

Revolving charge accounts income for the three and nine months ended September 30, 2025 was $12.5 million and $34.6 million, respectively, representing an increase of $0.6 million and $2.5 million from the same periods in 2024, respectively. For the three months ended September 30, 2025, the increase from the same period in 2024 was primarily due to a $0.8 million favorable impact from higher average earning assets, partially offset by a $0.2 million unfavorable impact from lower interest rates. For the nine months ended September 30, 2025, the increase from the same period in 2024 was primarily due to a $3.1 million favorable impact from higher average earning assets, partially offset by a $0.6 million unfavorable impact from lower interest rates.

Interest income on wholesale notes for the three and nine months ended September 30, 2025 was $34.3 million and $106.7 million, respectively, representing a decrease of $2.3 million and an increase of $12.3 million from the same periods in 2024, respectively. For the three months ended September 30, 2025, the decrease from the same period in 2024 was primarily due to a $6.2 million unfavorable impact from lower interest rates, partially offset by a $3.9 million favorable impact from higher average earning assets. For the nine months ended September 30, 2025, the increase from the same period in 2024 was primarily due to a $27.5 million favorable impact from higher average earning assets, partially offset by a $15.2 million unfavorable impact from lower interest rates.

Interest and other income from affiliates for the three and nine months ended September 30, 2025 was $119.7 million and $364.6 million, respectively, compared to $134.7 million and $382.5 million for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2025, compensation from CNH North America for retail low-rate financing programs and interest waiver programs offered to customers was $67.8 million and $198.6 million, respectively, an increase of $11.4 million and $43.1 million from the same periods in 2024, respectively. The increases were primarily due to higher volumes and the mix in pricing programs. For select operating leases, compensation from CNH North America for the difference between market rental rates and the amounts paid by customers was $10.0 million and $29.6 million for the three and nine months ended September 30, 2025, respectively, an increase of $0.8 million and $1.9 million from the same periods in 2024, respectively. For revolving charge accounts, compensation from CNH North America for low-rate financing programs and interest waiver programs offered to customers was $1.3 million and $3.7 million for the three and nine months ended September 30, 2025, respectively, relatively flat from the same periods in 2024. For the three and nine months ended September 30, 2025, compensation from CNH North America for wholesale marketing programs was $38.6 million and $125.7 million, respectively, a decrease of $28.4 million and $66.3 million from the same periods in 2024, respectively. The decreases were primarily due to destocking efforts and lower base rates.

Other income represents commissions earned on insurance and equipment protection products underwritten through a third-party insurer. For the three and nine months ended September 30, 2025, other income was $5.1 million and $11.2 million, respectively, an increase of $1.0 million and $0.2 million from the same periods in 2024, respectively.

Expenses

Expenses for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

Three Months Ended

    

    

September 30, 

    

2025

    

2024

    

$ Change

    

% Change

    

Total interest expense

 

$

166,682

$

183,238

$

(16,556)

(9.0)

%

Fees charged by affiliates

 

12,597

 

12,217

 

380

3.1

Provision for credit losses

 

22,100

 

13,384

 

8,716

65.1

Depreciation of equipment on operating leases

 

49,020

 

45,663

 

3,357

7.4

Other expenses, net

 

9,196

 

3,550

 

5,646

159.0

Total expenses

 

$

259,595

$

258,052

$

1,543

0.6

%

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Table of Contents

Nine Months Ended

    

    

September 30, 

    

2025

    

2024

    

$ Change

    

% Change

    

Total interest expense

 

$

498,718

$

526,529

$

(27,811)

(5.3)

%

Fees charged by affiliates

 

37,200

 

37,260

 

(60)

(0.2)

Provision for credit losses

 

63,640

 

35,667

 

27,973

78.4

Depreciation of equipment on operating leases

 

143,506

 

132,958

 

10,548

7.9

Other expenses, net

 

18,858

 

8,845

 

10,013

113.2

Total expenses

 

$

761,922

 

$

741,259

$

20,663

2.8

%

Total interest expense was $166.7 million and $498.7 million for the three and nine months ended September 30, 2025, respectively, compared to $183.2 million and $526.5 million for the same periods in 2024, respectively. For the three months ended September 30, 2025, the decrease was primarily due to a $16.6 million favorable impact from lower average interest rates, partially offset by a $0.1 million unfavorable impact from higher average total debt. For the nine months ended September 30, 2025, the decrease was primarily due to a $39.0 million favorable impact from lower average interest rates, partially offset by a $11.2 million unfavorable impact from higher average total debt. The average debt cost was 4.7% for the nine months ended September 30, 2025 compared to 5.1% for the nine months ended September 30, 2024.

Fees charged by affiliates was $12.6 million and $37.2 million for the three and nine months ended September 30, 2025, respectively, compared to $12.2 million and $37.3 million for the same periods in 2024, respectively, which amounts consist of payroll and other human resource services CNH America performs on behalf of the Company.

The provision for credit losses was $22.1 million and $63.6 million for the three and nine months ended September 30, 2025, respectively, compared to $13.4 million and $35.7 million for the same periods in 2024, respectively. For the three and nine months ended September 30, 2025, compared to the same periods in 2024, the increases were primarily due to a rise in delinquency rates and charge-offs, which necessitated higher reserve needs.

Depreciation of equipment on operating leases was $49.0 million and $143.5 million for the three and nine months ended September 30, 2025, respectively, compared to $45.7 million and $133.0 million for the same periods in 2024, respectively. The increase for the three and nine months ended September 30, 2025, compared to the same periods in 2024, was largely due to a higher average operating lease portfolio.

Other expenses, net were $9.2 million and $18.9 million for the three and nine months ended September 30, 2025, respectively, compared to $3.6 million and $8.8 million for the same periods in 2024, respectively. For the three and nine months ended September 30, 2025, compared to the same periods in 2024, the increases were due to higher general and administrative costs and lower recoveries on used equipment sales.

The effective tax rates for the three months ended September 30, 2025 and 2024 were 24.1% and 22.9%, respectively. The effective tax rate was 23.8% for the nine months ended September 30, 2025, compared to 22.7% for the same period in 2024.

Receivables and Equipment on Operating Leases Originated and Held

Receivables and equipment on operating lease originations for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

Three Months Ended

September 30, 

2025

    

2024

    

$ Change

    

% Change

 

Retail customer

 

$

1,183,194

$

1,249,100

$

(65,906)

(5.3)

%

Revolving charge accounts

294,684

281,482

13,202

4.7

Wholesale

 

1,888,823

 

2,555,408

 

(666,585)

 

(26.1)

Equipment on operating leases

 

136,094

 

151,837

 

(15,743)

 

(10.4)

Total originations

 

$

3,502,795

$

4,237,827

$

(735,032)

(17.3)

%

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Table of Contents

Nine Months Ended

September 30, 

2025

    

2024

    

$ Change

    

% Change

 

Retail customer

 

$

3,514,567

$

3,515,100

$

(533)

(0.0)

%

Revolving charge accounts

 

776,050

 

762,887

 

13,163

 

1.7

Wholesale

5,929,229

8,512,131

(2,582,902)

(30.3)

Equipment on operating leases

 

455,887

 

354,227

 

101,660

 

28.7

Total originations

 

$

10,675,733

$

13,144,345

$

(2,468,612)

(18.8)

%

The quarter-over-quarter decrease in retail customer originations was primarily due to lower new equipment deliveries, partially offset by improved penetration rates on new units and increased used equipment volumes. The quarter-over-quarter decrease in operating lease originations was primarily due to lower new equipment deliveries and reduced penetration rates on new units, partially offset by increased used equipment volumes. The year-over-year increase in operating lease originations was primarily due to increased used equipment volumes and improved penetration rates on new units, partially offset by lower new equipment deliveries. Both the quarter-over-quarter and year-over-year decreases in wholesale originations were due to lower new equipment deliveries.

Receivables and equipment on operating leases held as of September 30, 2025, December 31, 2024 and September 30, 2024 were as follows (dollars in thousands):

September 30, 

December 31,

September 30, 

 

2025

    

2024

    

2024

Retail customer

 

$

9,289,909

$

9,039,808

$

8,802,151

Revolving charge accounts

299,011

235,640

282,742

Wholesale

 

4,396,218

 

4,847,091

 

5,691,696

Equipment on operating leases

 

1,520,114

 

1,422,001

 

1,357,509

Total receivables and equipment on operating leases

 

$

15,505,252

$

15,544,540

$

16,134,098

The total balance of retail customer receivables greater than 30 days past due as a percentage of retail customer receivables was 1.6% at September 30, 2025, 1.5% at December 31, 2024 and 1.6% at September 30, 2024. The total revolving charge account receivables balance greater than 30 days past due as a percentage of the revolving charge account receivables was 2.9% at September 30, 2025, 5.2% at December 31, 2024 and 3.2% at September 30, 2024. The total wholesale receivables balance greater than 30 days past due as a percentage of the wholesale receivables was not significant at September 30, 2025, December 31, 2024 or September 30, 2024.

Total retail customer receivables on nonaccrual status were $97.9 million, $78.6 million and $80.0 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively. As of September 30, 2025, December 31, 2024 and September 30, 2024, total revolving charge account receivables on nonaccrual status were immaterial. Total wholesale receivables on nonaccrual status were $26.2 million, $25.9 million and $25.0 million at September 30, 2025 and December 31, 2024 and September 30, 2024, respectively.

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Table of Contents

Total receivable charge-offs and recoveries, by product, for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

 

Three Months Ended

 

Nine Months Ended

September 30, 

September 30, 

2025

    

2024

2025

    

2024

Charge-offs:

 

Retail customer

$

14,530

$

8,552

$

42,986

$

20,439

Revolving charge accounts

 

2,499

 

1,798

 

5,586

 

4,094

Wholesale

184

218

Total charge-offs

 

 

17,213

 

10,350

 

 

48,790

 

24,533

Recoveries:

 

 

Retail customer

 

(228)

 

(342)

 

(937)

 

(1,527)

Revolving charge accounts

 

(221)

 

(128)

 

(660)

 

(430)

Wholesale

(5)

(1,547)

(13)

(1,568)

Total recoveries

 

 

(454)

 

(2,017)

 

 

(1,610)

 

(3,525)

Charge-offs, net of recoveries:

 

 

Retail customer

 

14,302

 

8,210

 

42,049

 

18,912

Revolving charge accounts

 

2,278

 

1,670

 

4,926

 

3,664

Wholesale

179

 

(1,547)

 

205

 

(1,568)

Total charge-offs, net of recoveries

 

$

16,759

$

8,333

 

$

47,180

$

21,008

Our allowance for credit losses on all receivables financed totaled $146.8 million at September 30, 2025, $130.0 million at December 31, 2024 and $129.2 million at September 30, 2024.

The allowance is subject to a quarterly evaluation based on many quantitative and qualitative factors, including historical loss experience by product category, portfolio duration, delinquency trends, forward-looking macroeconomic factors (in particular, those conditions directly affecting the profitability and financial strength of our customers), and collateral value. No single factor determines the adequacy of the allowance. Different assumptions or changes in forward-looking economic assumptions would result in changes to the allowance for credit losses and the provision for credit losses. These qualitative factors are subjective and require a degree of management judgment.

We believe our allowance is sufficient to provide for losses in our receivable portfolio as of September 30, 2025.

Liquidity and Capital Resources

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

In the past, securitization has been one of our most economical sources of funding and, therefore, the majority of our originated receivables are securitized, with the cash generated from such receivables utilized to repay the related debt or purchase new receivables.

In addition, we have secured and unsecured facilities, a repurchase agreement, commercial paper, unsecured bonds, affiliate borrowings and cash to fund our liquidity needs.

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Cash Flows

For the nine months ended September 30, 2025 and 2024, our cash flows were as follows (dollars in thousands):

2025

    

2024

Cash flows from (used in):

 

    

Operating activities

$

443,862

$

299,747

Investing activities

 

(438,614)

 

(1,432,652)

Financing activities

 

(169,614)

 

809,083

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

2,562

Net cash decrease

 

$

(161,804)

$

(323,822)

The increase in net cash from operating activities during the nine months of 2025 compared to the same period in 2024 was primarily due to changes in components of working capital, increased provisions for credit losses and higher depreciation on property and equipment and equipment on operating leases. The decrease in net cash used in investing activities for the nine months ended September 30, 2025 was primarily due to the decrease in net expenditures for receivables of $1.4 billion, partially offset by the increases in net expenditures for affiliated cash pooling receivables of $334.7 million, equipment on operating leases of $83.9 million, property, equipment and software of $7.8 million and affiliated notes receivables of $2.3 million. The increase in net cash used in financing activities for the nine months ended September 30, 2025 was primarily due to increases in net cash paid on external borrowings of $990.3 million and higher dividends paid of $80.0 million, partially offset by a decrease in net cash paid on affiliated debt of $91.6 million.

Securitization

CNH Capital and its predecessor entities have been securitizing receivables since 1992. CNH Capital had approximately $5.4 billion of public and private asset-backed securities outstanding in the U.S. and Canada as of September 30, 2025. Our securitizations are treated as financing arrangements for accounting purposes.

Committed Asset-Backed Facilities

CNH Capital has committed asset-backed facilities with several banks or through their commercial paper conduit programs. Committed asset-backed facilities for the U.S. and Canada totaled $3.2 billion as of September 30, 2025, with original borrowing maturities of up to two years. The unused availability under the facilities varies during the year, depending on origination volume and the refinancing of receivables with term securitization transactions and/or other financing. At September 30, 2025, there was no funding available under these facilities.

Repurchase Agreement

We are a party to a Global Master Repurchase Agreement which expires in September 2026. As of September 30, 2025, the Company had sold, and not yet repurchased, C$325.9 million ($234.1 million) of Canadian receivables under the repurchase agreement, with an obligation to repurchase such receivables in 30 days. The repurchase agreement is treated as a financing arrangement for accounting purposes.

Unsecured Facilities and Debt

As of September 30, 2025, committed and uncommitted unsecured facilities with banks totaled $743.6 million, with no funds drawn as of that date. These credit facilities, which are eligible for renewal at various future dates, are used primarily for working capital and other general corporate purposes. The remaining available credit commitments are maintained primarily to provide backup liquidity for commercial paper borrowings. We had no commercial paper outstanding as of September 30, 2025.

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As of September 30, 2025, our unsecured senior notes were as follows (dollars in thousands):

Issued by CNH Industrial Capital LLC (the “U.S. Senior Notes”): (1)

5.450% notes, due 2025

$

400,000

1.875% notes, due 2026

500,000

1.450% notes, due 2026

600,000

4.500% notes, due 2027

500,000

4.750% notes, due 2028

500,000

4.550% notes, due 2028

600,000

5.500% notes, due 2029

500,000

5.100% notes, due 2029

600,000

4.500% notes, due 2030

500,000

Hedging, discounts and unamortized issuance costs

(8,097)

 

4,691,903

Issued by CNH Industrial Capital Canada (the “Canadian Senior Notes”): (2)

5.500% notes, due 2026

 

287,312

4.800% notes, due 2027

287,312

4.000% notes, due 2028

215,484

3.750% notes, due 2029

359,140

Discounts and unamortized issuance costs

(3,510)

 

1,145,738

Total

 

$

5,837,641

(1)These notes, which are senior unsecured obligations of CNH Industrial Capital LLC, are guaranteed by CNH Capital America and New Holland Credit.
(2)These notes, which are senior unsecured obligations of CNH Capital Canada, are guaranteed by CNH Industrial Capital LLC, CNH Capital America and New Holland Credit.

On September 29, 2025, CNH Industrial Capital LLC completed an offering of $500.0 million in aggregate principal amount of 4.500% unsecured notes due 2030, with an issue price of 99.765%.

Credit Ratings

Our ability to obtain funding is affected by credit ratings of our debt, which are closely related to the outlook for and the financial condition of CNH N.V., and the nature and availability of our support agreement with CNH N.V.

To access public debt capital markets, we rely on credit rating agencies to assign short-term and long-term credit ratings to our securities as an indicator of credit quality for fixed income investors. A credit rating agency may change or withdraw our ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Each agency’s rating should be evaluated independently of any other rating. Lower credit ratings generally result in higher borrowing costs, including costs of derivative transactions, and reduced access to debt capital markets.

Our current credit ratings are as follows:

Senior
Long-Term

    

Short-Term

    

Outlook

S&P Global Ratings

 

BBB+

A-2

Negative

Fitch Ratings

BBB+

F2

Negative

Moody's Investors Service

Baa2

-

Stable

Affiliate Sources

CNH Capital borrows, as needed, from CNH. This source of funding is primarily used to finance various assets and provides additional flexibility when evaluating market conditions and potential third-party financing options. We had no affiliated debt as of September 30, 2025 and December 31, 2024.

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Equity Position

Our equity position also supports our ability to access various funding sources. Our stockholder’s equity at both September 30, 2025 and December 31, 2024 was $1.6 billion.

Liquidity

While we expect securitization to continue to represent a material portion of our capital structure and affiliated borrowings to remain a marginal source of funding, we will continue to diversify our funding sources and expand our investor base to support our investment grade credit ratings. These diversified funding sources include committed asset-backed facilities, a repurchase agreement, unsecured notes, bank facilities and a commercial paper program.

The liquidity available for use varies due to: (a) changes in origination volumes, reflecting the financing needs of our customers, and is influenced by the timing of any refinancing of underlying receivables; and (b) the execution of our funding strategy of maintaining a sufficient level of liquidity and flexible access to a wide variety of financial instruments.

Guarantor Statements

CNH Capital America and New Holland Credit, which are 100%-owned subsidiaries of CNH Industrial Capital LLC, guarantee the U.S. Senior Notes (the “U.S. Notes Guarantees”). CNH Industrial Capital LLC, CNH Capital America and New Holland Credit (the “Guarantor Entities”) guarantee the Canadian Senior Notes (the “Canadian Notes Guarantees” and, together with the U.S. Notes Guarantees, the “Guarantees”). The Guarantees are full, unconditional, and joint and several.

The Guarantees are general unsecured obligations of the applicable Guarantor Entities and rank senior in right of payment to all future obligations of such Guarantor Entities that are, by their terms, expressly subordinated in right of payment to such Guarantees and pari passu in right of payment with all existing and future unsecured indebtedness of such Guarantor Entities that are not so subordinated.

The Guarantor Entities’ obligations under their applicable Guarantees are limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law. If the Guarantees were rendered voidable, they could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Guarantor Entities and, depending on the amount of the indebtedness, such Guarantor Entities’ liability on the Guarantees to which they are parties could be reduced to zero.

The Guarantees of the Guarantor Entities will be automatically released:

(1)

in connection with any sale or other disposition of all of the capital stock of the applicable Guarantor Entities to a person other than, for purposes of the U.S. Notes Guarantees, CNH Industrial Capital LLC or any subsidiary of CNH Industrial Capital LLC, or, for purposes of the Canadian Notes Guarantees, CNH N.V. or any subsidiary of CNH N.V.;

(2)

in connection with the sale or other disposition of all or substantially all of the assets or properties of the applicable Guarantor Entities, including by way of merger, consolidation or otherwise, to a person other than, for purposes of the U.S. Notes Guarantees, CNH Industrial Capital LLC or any subsidiary of CNH Industrial Capital LLC or, for purposes of the Canadian Notes Guarantees, CNH N.V. or any subsidiary of CNH N.V.; or

(3)

in certain other circumstances.

The following tables present summarized financial information for the obligor groups of the U.S. Senior Notes and the Canadian Senior Notes. The obligor group consists of the issuer and guarantors for the applicable senior notes. Intercompany balances and transactions between the issuer and guarantors have been eliminated. The investments in, and equity in income from, non-guarantor subsidiaries has been excluded.

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For the three and nine months ended September 30, 2025 and 2024, the summarized statement of income information for the obligor group of the U.S. Senior Notes was as follows (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

2024

2025

2024

Revenues

 

$

162,378

$

178,844

 

$

489,618

$

515,485

Interest expense

90,962

124,014

280,635

349,064

Administrative and operating expenses

57,144

43,176

160,192

140,202

Income tax provision (benefit)

3,547

2,910

11,877

6,809

Net income

 

$

10,725

$

8,744

 

$

36,914

$

19,410

For the U.S. Senior Notes, affiliated interest amounts recorded from and to the non-guarantor subsidiaries of CNH Industrial Capital LLC for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

2024

2025

2024

Interest and other income from affiliates

$

15,439

$

17,169

$

52,193

$

50,852

Interest expense to affiliates

36,061

60,179

113,544

165,165

As of September 30, 2025 and December 31, 2024, the summarized balance sheet information for the obligor group of the U.S. Senior Notes was as follows (dollars in thousands):

September 30, 

December 31, 

2025

2024

Cash

 

$

251,694

$

308,593

Restricted cash and cash equivalents

Receivables, less allowance for credit losses of $41,368 and $40,218

2,992,616

3,213,029

Equipment on operating leases, net

1,072,865

988,028

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

1,563,457

1,386,998

Accounts payable and other accrued liabilities

547,956

649,261

Long-term debt

3,234,772

3,348,690

For the U.S. Senior Notes, the obligors’ amounts due from and due to the non-guarantor subsidiaries of CNH Industrial Capital LLC as of September 30, 2025 and December 31, 2024 were as follows (dollars in thousands):

September 30, 

December 31, 

2025

2024

Affiliated accounts and notes receivable

 

$

3,277,197

$

3,307,088

Accounts payable and other accrued liabilities

4,268,061

4,145,280

For the three and nine months ended September 30, 2025 and 2024, the summarized statement of income information for the obligor group of the Canadian Senior Notes was as follows (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

2024

2025

2024

Revenues

 

$

227,627

$

242,601

 

$

675,721

$

703,601

Interest expense

121,400

156,422

365,654

443,704

Administrative and operating expenses

78,001

61,624

216,662

193,277

Income tax provision

6,983

5,744

21,066

15,002

Net income

 

$

21,243

$

18,811

 

$

72,339

$

51,618

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For the Canadian Senior Notes, affiliated interest amounts recorded from and to the non-guarantor subsidiaries of CNH Industrial Capital LLC for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2025

2024

2025

2024

Interest and other income from affiliates

$

15,170

$

17,054

$

43,921

$

50,335

Interest expense to affiliates

36,061

60,179

113,544

165,165

As of September 30, 2025 and December 31, 2024, the summarized balance sheet information for the obligor group of the Canadian Senior Notes was as follows (dollars in thousands):

September 30, 

December 31, 

2025

2024

Cash

 

$

279,206

$

327,928

Restricted cash and cash equivalents

56,963

56,164

Receivables, less allowance for credit losses of $54,126 and $50,935

5,666,368

5,765,534

Equipment on operating leases, net

1,520,114

1,422,001

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

2,782,198

2,368,449

Accounts payable and other accrued liabilities

655,457

767,320

Long-term debt

4,845,456

4,821,053

For the Canadian Senior Notes, the obligors’ amounts due from and due to the non-guarantor subsidiaries of CNH Industrial Capital LLC as of September 30, 2025 and December 31, 2024 were as follows (dollars in thousands):

September 30, 

December 31, 

2025

2024

Affiliated accounts and notes receivable

 

$

3,273,283

$

3,136,147

Accounts payable and other accrued liabilities

4,290,614

4,167,105

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Other Data

As of or for the

Nine Months Ended September 30,

2025

2024

(Dollars in thousands)

Gross receivables

 

$

13,985,138

$

14,776,589

Equipment on operating leases, net

 

1,520,114

1,357,509

Total portfolio

 

$

15,505,252

$

16,134,098

Delinquency (1)

 

 

1.11

%

1.00

%

Average gross receivables balance

 

$

14,162,795

$

13,822,445

Net credit loss (2)

 

 

0.42

%

0.19

%

Profitability: (3)

 

 

  

Return on average portfolio (4)

 

1.52

%

1.53

%

Asset Quality:

 

 

  

Allowance for credit losses / gross receivables

 

1.05

%

0.87

%

(1)Delinquency is reported on gross receivables greater than 30 days past due, expressed as a percentage of the gross receivables as of the end of the respective period.
(2)Net credit losses on the receivables means charge-offs, net of recoveries, for the preceding 12 months expressed as a percentage of the respective average balance of gross receivables.
(3)Nine months ended September 30, 2025 and 2024 annualized.
(4)Net income for the period expressed as a percentage of the average portfolio.

Critical Accounting Policies and Estimates

See our critical accounting policies and estimates discussed in our annual report for the year ended December 31, 2024 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 to our audited consolidated financial statements included in such annual report. There were no material changes to these policies or estimates during the three months ended September 30, 2025.

Cautionary Note on Forward-Looking Statements

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

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Table of Contents

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 CNH’s 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 CNH’s products; sanctions, embargoes, and trade wars; actions of competitors in the various industries in which CNH North America competes; 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 CNH’s 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; 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 CNH N.V.; price pressure on new and used equipment; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of the Company and CNH North America dealers; security breaches with respect to CNH’s products; 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; our ability to realize the anticipated benefits from our business initiatives as part of CNH’s strategic plan including targeted restructuring actions to optimize CNH’s cost structure and improve the efficiency of its operations; CNH’s failure to realize, or a delay in realizing, all of the anticipated benefits of its acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our and CNH’s 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 of our control. CNH Capital 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 Capital, including factors that potentially could materially affect its financial results, is included in the Company’s reports and filings with the U.S. Securities and Exchange Commission (“SEC”).

All future written and oral forward-looking statements by CNH Capital or persons acting on behalf of CNH Capital 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 4.  Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934. Based on this evaluation of our disclosure controls and procedures as of September 30, 2025, our disclosure controls and procedures were effective as of September 30, 2025.

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Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A.  Risk Factors

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 “Cautionary Note on Forward Looking Statements” 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 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

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Item 6.  Exhibits

Exhibit

Description

22

Issuer and Guarantors of Guaranteed Securities

31.1

Certifications of President Pursuant to Exchange Act Rule 13a-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 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†

Certification required by Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover page Interactive Data File is formatted in Inline XBRL and included in Exhibits 101

These certifications are deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section; nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

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.

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SIGNATURES

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

CNH INDUSTRIAL CAPITAL LLC

Date: November 7, 2025

/s/ Douglas MacLeod

 

Douglas MacLeod, Chairman and President

 

(Principal Executive Officer)

Date: November 7, 2025

/s/ Daniel Willems Van Dijk

 

Daniel Willems Van Dijk, Chief Financial Officer and Assistant Treasurer

 

(Principal Financial Officer)

41