CNH Industrial 10Q 2024 Q3 Quarterly report

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, 2024


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

For the transition period from to

Commission File Number: 001-36085

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

Netherlands

98-1125413

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom

(Address of principal executive offices)

Registrant’s telephone number including area code: +44 207 925 1964

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value €0.01

CNH

New York Stock Exchange

3.850% Notes due 2027

CNH27

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No

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


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At September 30, 2024, 1,248,983,000 common shares, par value €0.01 per share, of the registrant were outstanding.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Item 1	Financial statements	1
Item 2	Management's discussion and analysis of financial condition and results of operations	32
Item 3	Quantitative and qualitative disclosures about market risk	52
Item 4	Controls and procedures	52

PART II – OTHER INFORMATION
Item 1	Legal proceedings	54
Item 1A	Risk factors	54
Item 2	Unregistered sales of equity securities and use of proceeds	54
Item 3	Default upon senior securities	54
Item 4	Mine safety disclosures	54
Item 5	Other information	54
Item 6	Exhibits	55

Foreign private issuer status

Starting with its third quarter 2022 results, CNH Industrial N.V. ("CNH" or the "Company") began voluntarily reporting its financial results under the periodic reporting forms for U.S. domestic filers. As of June 30, 2024, CNH determined that it will no longer qualify as a foreign private issuer, as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of January 1, 2025. As a result, effective as of January 1, 2025, the Company will no longer be eligible to use the rules designed for foreign private issuers and will be considered a U.S. domestic issuer. The Company will continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. In addition, as of January 1, 2025, CNH will be required to comply with, among other things, the requirement to file proxy statements and/or information statements under U.S. proxy rules (Regulations 14A and 14C under the Exchange Act), and its officers, directors and “10% shareholders” will become subject to the beneficial ownership reporting and short-swing profit recovery requirements of Section 16 of the Exchange Act.

PART I - FINANCIAL INFORMATION

CNH INDUSTRIAL N.V.

CONSOLIDATED BALANCE SHEETS

As of September 30, 2024 and December 31, 2023

(Unaudited)


(in millions of dollars)	September 30, 2024		December 31, 2023(1)
Assets
Cash and cash equivalents	$	1,801	$	4,322
Restricted cash	649		723
Trade receivables, net	212		133
Financing receivables, net	24,062		24,249
Financial receivables from Iveco Group N.V.	274		380
Inventories, net	5,930		5,545
Property, plant and equipment, net	1,980		1,913
Investments in unconsolidated subsidiaries and affiliates	532		479
Equipment under operating leases	1,406		1,417
Goodwill	3,615		3,614
Other intangible assets, net	1,251		1,292
Deferred tax assets	957		979
Derivative assets	159		136
Other assets	1,205		1,085
Total Assets	$	44,033	$	46,267
Liabilities and Equity
Debt	$	27,300	$	27,326
Financial payables to Iveco Group N.V.	48		146
Trade payables	2,409		3,611
Deferred tax liabilities	36		35
Pension, postretirement and other postemployment benefits	450		476
Derivative liabilities	145		216
Other liabilities	5,876		6,307
Total Liabilities	36,264		38,117
Redeemable noncontrolling interest	57		54
Common shares, €0.01, par value; outstanding 1,248,983,000 common shares and 370,994,687 loyalty program special voting shares at 9/30/2024; and outstanding 1,290,937,585 common shares and 371,000,610 loyalty program special voting shares at 12/31/2023	25		25
Treasury stock, at cost; 115,417,196 shares at 9/30/2024 and 73,462,611 at 12/31/2023	(1,376)		(865)
Additional paid in capital	1,415		1,578
Retained earnings	10,136		9,654
Accumulated other comprehensive income (loss)	(2,557)		(2,362)
Noncontrolling interests	69		66
Total Equity	7,712		8,096
Total Liabilities and Equity	$	44,033	$	46,267

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions of dollars and shares, except per share amounts)	2024		2023(1)		2024		2023(1)
Revenues
Net sales	$	3,997	$	5,332	$	12,931	$	16,062
Finance, interest and other income	657		654		2,029		1,833
Total Revenues	4,654		5,986		14,960		17,895
Costs and Expenses
Cost of goods sold	3,130		4,059		10,027		12,133
Selling, general and administrative expenses	426		462		1,298		1,385
Research and development expenses	221		266		686		766
Restructuring expenses	12		5		94		8
Interest expense	378		346		1,190		941
Other, net	127		186		449		536
Total Costs and Expenses	4,294		5,324		13,744		15,769
Income (loss) of Consolidated Group before Income Taxes	360		662		1,216		2,126
Income tax expense	(75)		(171)		(247)		(536)
Equity in income of unconsolidated subsidiaries and affiliates	25		49		114		114
Net income (loss)	310		540		1,083		1,704
Net income (loss) attributable to noncontrolling interests	4		3		10		11
Net income (loss) attributable to CNH Industrial N.V.	$	306	$	537	$	1,073	$	1,693

Earnings per share attributable to common shareholders
Basic	$	0.24	$	0.40	$	0.85	$	1.27
Diluted	$	0.24	$	0.40	$	0.85	$	1.25
Weighted average shares outstanding
Basic	1,251		1,332		1,255		1,337
Diluted	1,254		1,351		1,262		1,355

Cash dividends declared per common share	$	—	$	—	$	0.470	$	0.396

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended September 30, 2024 and 2023

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions of dollars)	2024		2023(1)		2024		2023(1)
Net income (loss)	$	310	$	540	$	1,083	$	1,704
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on cash flow hedges	21		(33)		72		(59)
Changes in retirement plans’ funded status	1		(3)		—		(11)
Foreign currency translation	(35)		(14)		(255)		70
Share of other comprehensive income (loss) of entities using the equity method	12		(8)		(8)		(11)
Other comprehensive loss, net of tax	(1)		(58)		(191)		(11)
Comprehensive income (loss)	309		482		892		1,693
Less: Comprehensive income (loss) attributable to noncontrolling interests	8		(1)		14		10
Comprehensive income (loss) attributable to CNH Industrial N.V.	$	301	$	483	$	878	$	1,683

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2024 and 2023

(Unaudited)


	Nine Months Ended September 30,
(in millions of dollars)	2024		2023(1)
Cash Flows from Operating Activities
Net Income (loss)	$	1,083	$	1,704
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization expense excluding depreciation and amortization of assets under operating leases	315		276
Depreciation and amortization expense of assets under operating leases	139		140
(Gain) loss on disposal of assets, net	7		21
Undistributed income of unconsolidated subsidiaries	(31)		(63)
Other non-cash items, net	276		136
Changes in operating assets and liabilities:
Provisions	52		618
Deferred income taxes	(31)		(319)
Trade and financing receivables related to sales, net	482		(1,602)
Inventories, net	(256)		(1,443)
Trade payables	(1,217)		(101)
Other assets and liabilities	(543)		25
Net cash provided (used) by operating activities	276		(608)
Cash Flows from Investing Activities
Additions to retail receivables	(5,917)		(5,689)
Collections of retail receivables	4,840		4,308
Proceeds from sales of assets, excluding assets under operating leases	1		1
Expenditures for property, plant and equipment and intangible assets, excluding assets under operating leases	(330)		(401)
Expenditures for assets under operating leases	(381)		(384)
Other, net	10		123
Net cash provided (used) by investing activities	(1,777)		(2,042)
Cash Flows from Financing Activities
Proceeds from long-term debt	13,094		7,510
Payments of long-term debt	(12,209)		(6,478)
Net increase (decrease) in other financial liabilities	(592)		930
Dividends paid	(600)		(531)
Purchase of treasury stock and other	(689)		(224)
Net cash provided (used) by financing activities	(996)		1,207
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(98)		(1)
Net increase (decrease) in cash, cash equivalents and restricted cash	(2,595)		(1,444)
Cash, cash equivalents and restricted cash, beginning of year	5,045		5,129
Cash, cash equivalents and restricted cash, end of period	$	2,450	$	3,685

Components of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	1,801	$	2,979
Restricted cash	649		706
Total cash, cash equivalents and restricted cash	$	2,450	$	3,685

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three and Nine Months Ended September 30, 2024

(Unaudited)


(in millions of dollars)	Common Shares		Treasury Stock		Additional Paid-in Capital		Retained Earnings(1)		Accumulated Other Comprehensive Income (Loss)(1)		Noncontrolling Interests		Total		Redeemable Noncontrolling Interest
Balance December 31, 2023	$	25	$	(865)	$	1,578	$	9,654	$	(2,362)	$	66	$	8,096	$	54
Net income (loss)	—		—		—		368		—		(3)		365		4
Other comprehensive income (loss), net of tax	—		—		—		—		(49)		—		(49)		—
Dividends paid	—		—		—		—		—		—		—		(1)
Acquisition of treasury stock	—		(581)		—		—		—		—		(581)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		173		(173)		—		—		—		—		—
Share-based compensation expense	—		—		10		—		—		—		10		—
Other changes	—		(3)		—		—		—		—		(3)		—
Balance March 31, 2024	25		(1,276)		1,415		10,022		(2,411)		63		7,838		57
Net income (loss)	—		—		—		399		—		—		399		5
Other comprehensive income (loss), net of tax	—		—		—		—		(141)		—		(141)		—
Dividends paid	—		—		—		(591)		—		—		(591)		(2)
Acquisition of treasury stock	—		(60)		—		—		—		—		(60)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		20		(20)		—		—		—		—		—
Share-based compensation expense	—		—		7		—		—		—		7		—
Other changes	—		(1)		(1)		—		—		1		(1)		—
Balance June 30, 2024	25		(1,317)		1,401		9,830		(2,552)		64		7,451		60
Net income (loss)	—		—		—		306		—		—		306		4
Other comprehensive income (loss), net of tax	—		—		—		—		(5)		4		(1)		—
Dividends paid	—		—		—		—		—		—		—		(7)
Acquisition of treasury stock	—		(48)		—		—		—		—		(48)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		(6)		6		—		—		—		—		—
Share-based compensation expense	—		—		1		—		—		—		1		—
Other changes	—		(5)		7		—		—		1		3		—
Balance September 30, 2024	$	25	$	(1,376)	$	1,415	$	10,136	$	(2,557)	$	69	$	7,712	$	57

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three and Nine Months Ended September 30, 2023

(Unaudited)


(in millions of dollars)	Common Shares		Treasury Stock		Additional Paid-in Capital		Retained Earnings(1)		Accumulated Other Comprehensive Income (Loss)(1)		Noncontrolling Interests		Total		Redeemable Noncontrolling Interest
Balance December 31, 2022	$	25	$	(230)	$	1,504	$	7,906	$	(2,278)	$	—	$	6,927	$	49
Net income (loss)	—		—		—		467		—		—		467		4
Other comprehensive income (loss), net of tax	—		—		—		—		(26)		1		(25)		—
Dividends paid	—		—		—		—		—		—		—		(1)
Acquisition of treasury stock	—		(71)		—		—		—		—		(71)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		—		—		—		—		—		—		—
Share-based compensation expense	—		—		24		—		—		—		24		—
Other changes	—		—		—		—		—		74		74		—
Balance March 31, 2023	25		(301)		1,528		8,373		(2,304)		75		7,396		52
Net income (loss)	—		—		—		689		—		—		689		4
Other comprehensive income (loss), net of tax	—		—		—		—		70		2		72		—
Dividends paid	—		—		—		(527)		—		—		(527)		(1)
Acquisition of treasury stock	—		(98)		—		—		—		—		(98)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		17		(17)		—		—		—		—		—
Share-based compensation expense	—		—		25		—		—		—		25		—
Other changes	—		—		—		—		—		(2)		(2)		—
Balance June 30, 2023	25		(382)		1,536		8,535		(2,234)		75		7,555		55
Net income (loss)	—		—		—		537		—		(2)		535		5
Other comprehensive income (loss), net of tax	—		—		—		—		(54)		(4)		(58)		—
Dividends paid	—		—		—		—		—		—		—		(2)
Acquisition of treasury stock	—		(55)		—		—		—		—		(55)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		—		—		—		—		—		—		—
Share-based compensation expense	—		—		28		—		—		—		28		—
Other changes	—		—		(1)		—		—		3		2		—
Balance September 30, 2023	$	25	$	(437)	$	1,563	$	9,072	$	(2,288)	$	72	$	8,007	$	58

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

See accompanying notes to the consolidated financial statements

CNH INDUSTRIAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

CNH Industrial N.V. (“CNH” or the “Company”) is incorporated in, and under the laws of, the Netherlands. CNH is a leading company in the capital goods sector that designs, produces and sells agricultural equipment and construction equipment. In addition, CNH’s Financial Services segment offers financial products and services, including retail financing for the purchase or lease of new and used CNH and other manufacturers’ products and other retail financing programs and wholesale financing to dealers.

The consolidated financial statements of CNH and its consolidated subsidiaries have been voluntarily prepared by the Company without audit. Although prepared on a voluntary basis, the consolidated financial statements included in the report comply in all material respects with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) governing interim financial statements. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting only of normal recurring adjustments, have been reflected in these consolidated financial statements. Management believes that the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim financial statements should be read in conjunction with the financial statements and the notes thereto appearing in the Company’s annual report on Form 10-K for the year ended December 31, 2023. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related accompanying notes and disclosures. Significant uncertainties, including rising inflation, and geopolitical events may impact the Company's business, which may cause actual results to differ materially from the estimates and assumptions used in preparation of the financial statements including, but not limited to, future cash flows associated with goodwill, indefinite life intangibles, definite life intangibles, long-lived impairment tests, determination of discount rates and other assumptions for pension and other post-retirement benefit expense and income taxes. Changes in estimates are recorded in results of operations in the period during which the events or circumstances giving rise to such changes occur.

Certain financial information in this report has been presented by geographic region. Our geographic regions are: (1) North America; (2) Europe, Middle East and Africa ("EMEA"); (3) South America and (4) Asia Pacific. The geographic designations have the following meanings:

•North America: United States, Canada and Mexico;

•Europe, Middle East and Africa: member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Turkey, Uzbekistan, Pakistan, the African continent, and the Middle East;

•South America: Central and South America, and the Caribbean Islands; and

•Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.

Business Combinations

Effective October 12, 2023, CNH closed on its purchase of Hemisphere, a global satellite navigation technology leader, for a total consideration of $181 million. The acquisition of Hemisphere consolidates our guidance and connectivity capabilities to advance CNH's in-house precision, automation and autonomy technology for the agriculture and construction industries. At December 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $111 million and $51 million in preliminary goodwill and intangible assets, respectively. The valuation of assets acquired and liabilities assumed has not been finalized as of September 30, 2024. Thus, goodwill associated with the acquisition is subject to adjustment during the measurement period. Measurement period adjustments were recorded in the nine months ended September 30, 2024 which decreased goodwill by $3 million and increased other intangible assets by $6 million, offset by an increase in deferred tax liabilities and a decrease in other assets and equity. Pro forma results of operations have not been presented because the effects of the Hemisphere acquisition were not material to the Company’s consolidated results of operations. Additionally, Hemisphere's post-acquisition results were not material.

On March 15, 2023, CNH acquired a controlling interest in Bennamann LTD ("Bennamann") (ownership interest of 50.0085%) by purchasing an additional 34.4% interest through cash consideration of approximately $51 million. At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $118 million and $46 million in preliminary goodwill and intangible assets, respectively.

Measurement period adjustments were made in the second and third quarters of 2023 reducing goodwill by $3 million, primarily offset by increases in intangible assets as a result of updates of certain of the valuations. The valuation of assets acquired and liabilities assumed was finalized as of March 2024. Pro forma results of operations have not been presented because the effects of the Bennamann acquisition were not material to the Company’s consolidated results of operations. Additionally, Bennamann's post-acquisition results were not material.

On March 13, 2023, CNH purchased Augmenta Holding SAS ("Augmenta"). The Company acquired the remaining 89.5% of Augmenta it did not own for cash consideration of approximately $80 million and a deferred payment of $10 million. At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $76 million and $35 million in preliminary goodwill and intangible assets, respectively. Measurement period adjustments were recorded in the second and third quarters of 2023 reducing goodwill by $14 million primarily offset by increases in intangible assets as a result of updates of certain of the valuations. The valuation of assets acquired and liabilities assumed was finalized as of March 2024. Pro forma results of operations have not been presented because the effects of the Augmenta acquisition were not material to the Company’s consolidated results of operations. Additionally, Augmenta's post-acquisition results were not material.

Immaterial Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements as at and for the three months ended September 30, 2024, the Company identified an immaterial error related to the highly inflationary accounting for its unconsolidated subsidiary in Turkey, TürkTraktör ve Ziraat Makineleri A.S. ("TürkTraktör") in the quarterly and annual periods in fiscal 2023 and first and second quarters in fiscal 2024. The functional currency of Türkiye-based TürkTraktör is the Turkish lira, and the Türkiye economy was deemed highly inflationary in 2022. CNH has determined that its translation criteria from Turkish lira into CNH's functional currency of US Dollars resulted in an overstatement of CNH's Equity in income of Unconsolidated Subsidiaries and Affiliates by $96 million in 2023 and by $67 million in the first half of 2024. In accordance with SAB No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” CNH evaluated the error and determined that the related impact was not material to its financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to its results of operations for the three months ended September 30, 2024. For comparative purposes, the Company has made these immaterial corrections to the recognition of highly inflationary impacts, as well as the related impacts to assets and retained earnings in the prior periods presented in this Form 10-Q. The impacts of the error and subsequent corrections are contained entirely within the Agriculture segment. A summary of revisions to our previously reported financial statements is presented in Note 20. We will also correct previously reported financial information for this immaterial error in the Company's future filings, as applicable.

2. NEW ACCOUNTING PRONOUNCEMENTS

Adopted in 2024

Leases between entities under common control

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01"). ASU 2023-01 requires that leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset. Additionally, the leasehold improvements are subject to the impairment guidance in Topic 360: Property, Plant and Equipment. The adoption did not have a material impact on our consolidated financial statements.

Not Yet Adopted

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements.

Improvements to income tax disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income

taxes paid information. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this guidance will have on our income tax disclosures.

Improvements to reportable segment disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-07 will require additional segment expense disclosures when adopted in the Company’s Form 10-K for the year ended December 31, 2024 and in periodic reports thereafter.

Disclosure improvements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to amend certain disclosure and presentation requirements for a variety of topics within the Accounting Standards Codification (“ASC”). These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, announced by the SEC. The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not anticipate that the ASU will have a material effect on its financial statements and related disclosures.

3. REVENUE

The following table summarizes revenues for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Agriculture	$	3,310	$	4,384	$	10,596	$	13,201
Construction	687		948		2,335		2,861
Total Industrial Activities	3,997		5,332		12,931		16,062
Financial Services	659		653		2,031		1,805
Eliminations and other	(2)		1		(2)		28
Total Revenues	$	4,654	$	5,986	$	14,960	$	17,895

The following table disaggregates revenues by major source for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues from:
Sales of goods	$	3,986	$	5,322	$	12,895	$	16,031
Rendering of services and other revenues	11		10		36		31
Revenues from sales of goods and services	3,997		5,332		12,931		16,062
Finance and interest income	519		491		1,603		1,342
Rents and other income on operating lease	138		163		426		491
Finance, interest and other income	657		654		2,029		1,833
Total Revenues	$	4,654	$	5,986	$	14,960	$	17,895

Contract liabilities recorded in Other liabilities were $66 million and $50 million at September 30, 2024 and December 31, 2023, respectively. Contract liabilities primarily relate to extended warranties. During the three and nine months ended September 30, 2024, revenues included $4 million and $13 million, respectively, relating to contract liabilities outstanding at the beginning of each period. During the three and nine months ended September 30, 2023, revenues included $3 million and $8 million, respectively, relating to contract liabilities outstanding at the beginning of each period.

As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $66 million (approximately $48 million at December 31, 2023). CNH expects to recognize revenue on approximately 32% and 95% of the remaining performance obligations over the next 12 and 36 months, respectively (approximately 32% and 95% as of December 31, 2023, respectively).

4. VARIABLE INTEREST ENTITIES

The Company consolidates various securitization trusts and facilities that have been determined to be variable interest entities (“VIEs”) and of which the Company is a primary beneficiary. The Company has both the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs. For further information regarding VIEs, please see “Note 9: Receivables.”

The following table presents certain assets and liabilities of consolidated VIEs, which are included in the consolidated balance sheets included in this report. The assets in the table below include those assets that can only be used to settle obligations of the consolidated VIEs. The liabilities in the table below include third-party liabilities of the consolidated VIEs for which creditors do not have recourse to the general credit of the Company (in millions of dollars).


	September 30, 2024		December 31, 2023
Restricted cash	$	551	$	626
Financing receivables	10,812		10,365
Total Assets	$	11,363	$	10,991
Debt	$	10,474	$	10,033
Total Liabilities	$	10,474	$	10,033

5. EARNINGS PER SHARE

The Company’s basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock units and performance stock units are considered dilutive securities.

A reconciliation of basic and diluted earnings per share is as follows (in millions of dollars and shares, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023(1)		2024		2023(1)
Basic EPS attributable to common shareholders
Net income (loss) attributable to CNH Industrial N.V.	$	306	$	537	$	1,073	$	1,693
Weighted average common shares outstanding—basic	1,251		1,332		1,255		1,337
Basic earnings (loss) per share	$	0.24	$	0.40	$	0.85	$	1.27
Diluted EPS attributable to common shareholders
Weighted average common shares outstanding—basic	1,251		1,332		1,255		1,337
Dilutive effect of stock compensation plans (2)	3		19		7		18
Weighted average common shares outstanding—diluted	1,254		1,351		1,262		1,355
Diluted earnings (loss) per share	$	0.24	$	0.40	$	0.85	$	1.25

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(2) For the three and nine months ended September 30, 2024, 118,000 and 26,000 shares, respectively, were excluded from the computation of diluted earnings per share due to an anti-dilutive impact. For the three and nine months ended September 30, 2023, no shares were excluded from the computation of diluted earnings per share as all shares were dilutive.

6. EMPLOYEE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

The following table summarizes the components of net periodic benefit cost of CNH’s defined benefit pension plans and postretirement health and life insurance plans for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):


	Pension				Healthcare				Other
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2024		2023		2024		2023		2024		2023
Service cost	$	2	$	3	$	1	$	1	$	2	$	2
Interest cost	13		14		2		3		1		1
Expected return on assets	(13)		(12)		(2)		(2)		—		—
Amortization of:
Prior service credit	—		—		(7)		(9)		—		—
Actuarial loss (gain)	6		4		1		—		—		(1)
Net periodic benefit cost	$	8	$	9	$	(5)	$	(7)	$	3	$	2


	Pension				Healthcare				Other
	Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023		2024		2023
Service cost	$	7	$	7	$	2	$	2	$	4	$	4
Interest cost	39		41		6		7		3		3
Expected return on assets	(40)		(34)		(3)		(3)		—		—
Amortization of:
Prior service credit	—		—		(19)		(27)		—		—
Actuarial loss (gain)	17		13		1		—		(1)		(1)
Net periodic benefit cost	$	23	$	27	$	(13)	$	(21)	$	6	$	6

In 2021, CNH communicated plan changes for the U.S. retiree medical plan. The plan changes resulted in a reduction of the plan liability of $100 million. This amount will be amortized from other comprehensive income to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants. For the three and nine months ended September 30, 2024 and 2023, $6 million and $18 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

7. INCOME TAXES

The effective tax rate for the three months ended September 30, 2024 and 2023 was 20.8% and 25.8%, respectively. The reduction in the 2024 effective tax rate was due to the impact of the company's income mix, including the existence of credits and other permanent benefits, as well as by discrete items, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina and the one-time impact of a patent box tax deduction in the UK.

The effective tax rate for the nine months ended September 30, 2024 and 2023 was 20.3% and 25.2%. respectively. The reduction in the 2024 effective tax rate was due to the impact of discrete items, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina. The 2023 effective tax rate was reduced by the tax benefits related to the sale of CNH Industrial Russia, although these benefits were partially offset by discrete tax expenses associated with prior periods.

The Organization for Economic Cooperation and Development (the “OECD”) has proposed a global minimum tax of 15% of reported profits (“Pillar Two”) that has been agreed upon in principle by over 140 countries. The Company has determined that Pillar Two legislation has been enacted in one or more jurisdictions in which it operates and that the Company is within the scope of the legislation. The Company has assessed such enacted Pillar Two legislation and related transitional safe harbor provisions and concluded that the tax impacts of the legislation are not material to the Company’s financial results.

8. SEGMENT INFORMATION

The operating segments through which the Company manages its operations are based on the internal reporting used by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance and make decisions about resource allocation. The segments are organized based on products and services provided by the Company.

CNH has three operating segments:

Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment. We are also a leading provider of technology dedicated to Precision Agriculture. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands. Regionally focused brands include: STEYR, for agricultural tractors; Flexi-Coil, specializing in tillage and seeding systems; Miller, manufacturing application equipment. The Raven brand supports Precision Agriculture, digital technology and the development of autonomous systems. Hemisphere, acquired in 2023, provides high-performance satellite positioning technology for the agriculture and construction industries.

Construction designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments. Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.

Financial Services provides and administers financing to end-use customers for the purchase of new and used agricultural and construction equipment and components sold through CNH's dealer network, as well as revolving charge account financing and other financial services. Financial Services also provides wholesale financing to CNH dealers and distributors primarily to finance inventories of equipment for those dealers. Further, Financial Services provides trade receivables factoring services to CNH subsidiaries. The European Financial Services operations are supported by the Iveco Group's Financial Services segment. Financial Services also provides financial services to Iveco Group companies in the North America, South America and Asia Pacific regions.

Revenues for each reported segment are those directly generated by or attributable to the segment as a result of its business activities and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at normal market prices. Segment expenses represent expenses deriving from each segment’s business activities both with third parties and other operating segments or which may otherwise be directly attributable to it. Expenses deriving from business activities with other segments are recognized at normal market prices.

With reference to the Agriculture and Construction segments, the CODM assesses segment performance and makes decisions about resource allocation based upon Adjusted EBIT. The Company believes Adjusted EBIT more fully reflects Agriculture and Construction segments profitability. Adjusted EBIT of the Agriculture and Construction segments is defined as net income (loss) before income taxes, Financial Services' results, Industrial Activities’ segments interest expenses (net), foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items. In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

With reference to Financial Services, the CODM assesses the performance of the segment and makes decisions about resource allocation on the basis of net income prepared in accordance with U.S. GAAP.

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities segments to net income, the most comparable U.S. GAAP financial measure, for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023(1)		2024		2023(1)
Agriculture	$	336	$	642	$	1,226	$	2,001
Construction	40		60		151		176
Unallocated items, eliminations, and other	(40)		(75)		(167)		(205)
Financial Services Net Income	78		86		287		258
Financial Services Income Taxes	13		34		55		89
Interest expense of Industrial Activities, net of interest income and eliminations	(36)		(10)		(114)		(36)
Foreign exchange (gains) losses, net of Industrial Activities	(8)		(21)		(12)		(27)
Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities(2)	—		—		(2)		2
Restructuring expenses of Industrial Activities	(12)		(5)		(93)		(8)
Other discrete items of Industrial Activities(3)	14		—		(1)		(10)
Income (loss) before taxes	385		711		1,330		2,240
Income tax benefit (expense)	(75)		(171)		(247)		(536)
Net Income (loss)	$	310	$	540	$	1,083	$	1,704

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(2) In the three and nine months ended September 30, 2024 and 2023, this item includes the pre-tax gain of $6 million and $18 million, respectively, as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.

(3) In the three months ended September 30, 2024 this item includes a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. The nine months ended September 30, 2024 includes loss of $15 million on the sale of certain non-core product lines and a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. In the three months ended September 30, 2023 this item did not include any discrete items. The nine months ended September 30, 2023 included a $23 million loss on the sale of CNH Industrial Russia, partially offset by a gain of $13 million in relation to the fair value remeasurement of Augmenta and Bennamann.

9. RECEIVABLES

Financing Receivables, net

A summary of financing receivables as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):


	September 30, 2024		December 31, 2023
Retail	$	14,368	$	13,868
Wholesale	9,657		10,334
Other	37		47
Total	$	24,062	$	24,249

CNH provides and administers retail note and lease financing to end-use customers for the purchase of new and used equipment and components sold through its dealer network, as well as revolving charge account financing. The terms of retail notes and finance leases generally range from two to seven years, and interest rates vary depending on the prevailing market interest rates and certain incentive programs offered on behalf of and sustained by Industrial Activities. Revolving charge accounts are generally accompanied by higher interest rates than the Company's other retail financing products, require minimum monthly payments and do not have pre-determined maturity dates.

Wholesale receivables arise primarily from dealer floorplan financing, and to a lesser extent, the financing of dealer operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have "interest-free" periods of up to twelve months and stated original maturities of up to twenty-four months, with repayment accelerated upon the sale of the underlying equipment by the dealer. Financial Services is compensated by Industrial Activities for providing the "interest-free" period based on market interest rates. After the expiration of any "interest-free"

period, interest is charged to dealers on outstanding balances until CNH receives payment in full. The "interest-free" periods are determined based on the type of equipment sold and the time of year of the sale. The Company evaluates and assesses dealers on an ongoing basis as to their creditworthiness. CNH may be obligated to repurchase the dealer's equipment upon cancellation or termination of the dealer's contract for such causes as change in ownership, closeout of the business, or default. There were no significant losses in the three months ended September 30, 2024 and 2023 relating to the termination of dealer contracts.

Transfers of Financial Assets

As part of its overall funding strategy, CNH periodically transfers certain receivables into special purpose entities (“SPE”) as part of its asset-backed securitization ("ABS") programs or into factoring transactions.

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

Certain securitization trusts are also VIEs and consequently, the VIEs are consolidated since the Company has both the power to direct the activities that most significantly impact the VIEs' economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs.

The Company may retain all or a portion of the subordinated interests in the SPEs. No recourse provisions exist that allow holders of the asset-backed securities issued by the trusts to put those securities back to the Company, although the Company provides customary representations and warranties that could give rise to an obligation to repurchase from the trusts any receivables for which there is a breach of the representations and warranties. Moreover, the Company does not guarantee any securities issued by the trusts. The trusts have a limited life and generally terminate upon final distribution of amounts owed to investors or upon exercise of a cleanup-call option by the Company, in its role as servicer.

Factoring transactions may be either with recourse or without recourse; certain without recourse transfers include deferred payment clauses (i.e., when the payment by the factor of a minor part of the purchase price is dependent on the total amount collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in the losses, or requires a significant exposure to the cash flows arising from the transferred receivables to be retained. These types of transactions do not qualify for the derecognition of the assets, since the risks and rewards connected with collection are not substantially transferred and, accordingly, CNH continues to recognize the receivable transferred by this means in its consolidated statement of financial position and recognizes a financial liability of the same amount under asset-backed financing.

The secured borrowings related to the transferred receivables are obligations that are payable as the receivables are collected. At September 30, 2024 and December 31, 2023, the carrying amount of such restricted assets included in financing receivables are the following (in millions of dollars):


	September 30, 2024		December 31, 2023
Retail	$	8,533	$	7,707
Wholesale	5,945		6,381
Total	$	14,478	$	14,088

Allowance for Credit Losses

Allowance for credit losses for the three and nine months ended September 30, 2024 and 2023 is as follows (in millions of dollars):


	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Retail		Wholesale		Retail		Wholesale
Opening Balance	$	322	$	51	$	310	$	53
Provision	83		(2)		173		—
Charge-offs	(14)		(5)		(67)		(6)
Recoveries	5		3		6		3
Foreign currency translation and other	4		2		(22)		(1)
Ending Balance	$	400	$	49	$	400	$	49


	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	Retail		Wholesale		Retail		Wholesale
Opening Balance	$	280	$	60	$	270	$	64
Provision	31		(3)		67		(6)
Charge-offs	(4)		(1)		(25)		(1)
Recoveries	—		—		1		—
Foreign currency translation and other	(6)		—		(12)		(1)
Ending Balance	$	301	$	56	$	301	$	56

At September 30, 2024, the allowance for credit losses included an increase in retail reserves due to specific reserve needs mainly in South America due to Brazilian market conditions, primarily related to current crop prices, flooding and drought events. At September 30, 2023, the allowance for credit losses included an increase in reserves due to specific reserve needs primarily in South America, partially offset by a decrease in reserves of $15 million due to the sale of CNH Capital Russia. CNH will update the macroeconomic factors in future periods, as warranted. The provision for credit losses is included in selling, general and administrative expenses.

CNH assesses and monitors the credit quality of its financing receivables based on delinquency status. Receivables are considered past due if the required principal and interest payments have not yet been received as of the date such payments were due. Delinquency is reported on financing receivables greater than 30 days past due. Non-performing financing receivables represent receivables for which CNH has ceased accruing finance income. These receivables are generally 90 days past due. Accrued interest is charged-off to interest income. Interest income charged-off was not material for the three months and nine months ended September 30, 2024.

Interest accrual is resumed if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. As the terms for retail financing receivables are greater than one year, the performing/nonperforming information is presented by year of origination for North America, South America and Asia Pacific.

The aging of financing receivables and charge offs by vintage as of September 30, 2024 is as follows (in millions of dollars, net of allowance for credit losses):


	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total		Gross Charge-offs
Retail
North America
2024									$	3,326	$	4	$	3,330	$	3
2023									2,582		8		2,590		8
2022									1,653		4		1,657		5
2021									929		2		931		4
2020									335		1		336		2
Prior to 2020									107		1		108		2
Total	63		—		63		8,869		8,932		20		8,952		24
South America
2024									1,165		4		1,169		—
2023									1,432		46		1,478		2
2022									616		49		665		21
2021									354		15		369		11
2020									158		6		164		3
Prior to 2020									79		3		82		3
Total	49		1		50		3,754		3,804		123		3,927		40
Asia Pacific
2024									434		—		434		—
2023									478		1		479		—
2022									333		1		334		1
2021									162		—		162		1
2020									55		—		55		1
Prior to 2020									6		—		6		—
Total	5		5		10		1,458		1,468		2		1,470		3
Europe, Middle East, Africa	—		—		—		10		10		9		19		—
Total Retail	$	117	$	6	$	123	$	14,091	$	14,214	$	154	$	14,368	$	67
Wholesale
North America	$	—	$	—	$	—	$	5,661	$	5,661	$	23	$	5,684	$	—
South America	—		—		—		870		870		1		871		—
Asia Pacific	2		3		5		989		994		—		994		1
Europe, Middle East, Africa	11		4		15		2,093		2,108		—		2,108		5
Total Wholesale	$	13	$	7	$	20	$	9,613	$	9,633	$	24	$	9,657	$	6

The aging of financing receivables and charge offs by vintage as of December 31, 2023 is as follows (in millions of dollars, net of allowance for credit losses):


	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total		Gross Charge-offs
Retail
North America
2023									$	3,976	$	4	$	3,980	$	1
2022									2,133		4		2,137		10
2021									1,323		3		1,326		4
2020									561		2		563		3
2019									208		1		209		3
Prior to 2019									66		1		67		3
Total	44		3		47		8,220		8,267		15		8,282		24
South America
2023									1,986		9		1,995		—
2022									955		32		987		—
2021									573		13		586		2
2020									294		4		298		7
2019									123		2		125		1
Prior to 2019									107		1		108		1
Total	22		—		22		4,016		4,038		61		4,099		11
Asia Pacific
2023									609		—		609		—
2022									453		1		454		1
2021									255		1		256		1
2020									115		1		116		2
2019									31		1		32		2
Prior to 2019									3		—		3		1
Total	5		6		11		1,455		1,466		4		1,470		7
Europe, Middle East, Africa	—		—		—		6		6		11		17		—
Total Retail	$	71	$	9	$	80	$	13,697	$	13,777	$	91	$	13,868	$	42
Wholesale
North America	$	—	$	—	$	—	$	5,154	$	5,154	$	—	$	5,154	$	—
South America	—		—		—		1,404		1,404		2		1,406		4
Asia Pacific	4		2		6		870		876		—		876		1
Europe, Middle East, Africa	5		—		5		2,893		2,898		—		2,898		—
Total Wholesale	$	9	$	2	$	11	$	10,321	$	10,332	$	2	$	10,334	$	5

Troubled Debt Restructurings

A restructuring of a receivable constitutes a troubled debt restructuring (“TDR”) when the lender grants a concession it would not otherwise consider to a borrower that is experiencing financial difficulties. TDR's typically result in payment deferrals, extended contract maturities, modification of a contractual interest rate or waiving of interest and principal. As a collateral based lender, CNH has recourse to the financed assets on default. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings.

As of September 30, 2024 and 2023, CNH's retail and wholesale TDRs were immaterial.

Given conditions in the Brazilian market, primarily related to current crop prices, flooding and drought events, CNH has been offering payment refinancing to South American customers, that it does not consider to be in financial difficulty. Customers are required to make partial payments on refinanced installments and CNH considers such modifications when

provisioning for credit losses. As of September 30, 2024, $103 million of installments were refinanced relating to $393 million of retail Agricultural receivables in South America.

10. INVENTORIES

Inventories as of September 30, 2024 and December 31, 2023 consist of the following (in millions of dollars):


	September 30, 2024		December 31, 2023
Raw materials	$	1,697	$	1,891
Work-in-process	490		443
Finished goods	3,743		3,211
Total inventories	$	5,930	$	5,545

11. LEASES

Lessee

The Company's leases are primarily operating lease contracts for buildings, plant and machinery, vehicles, information technology ("IT") equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet. For these leases the Company recognized on a straight-line basis over the lease term, lease expenses of $1 million and $1 million in the three months ended September 30, 2024 and 2023, respectively, and $4 million and $4 million in the nine months ended September 30, 2024 and 2023.

The Company incurred operating lease expenses of $27 million and $25 million in the three months ended September 30, 2024 and 2023, respectively, and $78 million and $64 million in the nine months ended September 30, 2024 and 2023.

At September 30, 2024, the Company has recorded approximately $295 million of right-of-use assets and $302 million of related lease liability included in Other assets and Other liabilities, respectively. At September 30, 2024, the weighted average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted average discount rate for operating leases were 5.2 years and 4.6%, respectively. At September 30, 2023, the Company has recorded approximately $237 million of right-of-use assets and $241 million of related lease liability included in Other assets and Other liabilities, respectively. At September 30, 2023, the weighted average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted average discount rate for operating leases were 5.3 years and 4.3%, respectively.

During the nine months ended September 30, 2024 and 2023, leased assets obtained in exchange for operating lease obligations were $66 million and $77 million, respectively. The operating cash outflow for amounts included in the measurement of operating lease obligations was $75 million and $61 million as of September 30, 2024 and 2023, respectively.

Lessor

The Company, primarily through its Financial Services segment, leases equipment to retail customers under operating leases. Our leases typically have terms of 3 to 5 years with options available for the lessee to purchase the equipment at the lease term date. Revenue for non-lease components is accounted for separately.

12. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES

A summary of investments in unconsolidated subsidiaries and affiliates as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):


	September 30, 2024		December 31, 2023(1)
Equity method	$	444	$	425
Other investments, at carrying value	88		54
Total	$	532	$	479

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

13. GOODWILL AND OTHER INTANGIBLES

Changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows (in millions of dollars):


	Agriculture		Construction		Financial Services		Total
Balance at January 1, 2024	$	3,426	$	47	$	141	$	3,614
Foreign currency translation and other	1		1		(1)		1

Balance at September 30, 2024	$	3,427	$	48	$	140	$	3,615

Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurred that would indicate it is more likely than not that the fair value of a reporting unit is less than book value. CNH performed its most recent annual impairment review as of December 31, 2023 and concluded that there was no impairment to goodwill for any of the reporting entities.

The acquisition of Hemisphere during the fourth quarter of 2023 led to an increase in goodwill for Agriculture of $111 million. Goodwill related to the acquisition was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. During the first and second quarters of 2024 measurement period adjustments were recorded which decreased goodwill by $3 million. The valuation of assets and liabilities assumed was not finalized as of September 30, 2024. Thus, goodwill associated with this acquisition is subject to adjustment during the measurement period.

The first quarter 2023 acquisitions of Augmenta and Bennamann resulted in an increase in goodwill, post all measurement period adjustments, for Agriculture of $62 million and $115 million, respectively. Goodwill related to the acquisitions was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The valuation of assets acquired and liabilities assumed was finalized as of March 2024.

As of September 30, 2024 and December 31, 2023, the Company’s other intangible assets and related accumulated amortization consisted of the following (in millions of dollars):


		September 30, 2024						December 31, 2023
	Weighted Avg. Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Other intangible assets subject to amortization:
Dealer networks	20-25	$	219	$	202	$	17	$	246	$	223	$	23
Patents, concessions, licenses and other	5-25	944		566		378		928		523		405
Capitalized software	2-5	1,190		918		272		1,070		810		260
		2,353		1,686		667		2,244		1,556		688
Other intangible assets not subject to amortization:
In-process research and development		215		—		215		213		—		213
Software in-progress		96		—		96		119		—		119
Trademarks		273		—		273		272		—		272
Total other intangible assets		$	2,937	$	1,686	$	1,251	$	2,848	$	1,556	$	1,292

During the fourth quarter of 2023, the Company recorded $51 million in intangible assets based on the preliminary valuation for Hemisphere. During the first and second quarters of 2024, a measurement period adjustment was recorded which increased intangible assets by $6 million. The valuation of assets acquired and liabilities assumed has not been finalized as of September 30, 2024. Thus, intangibles associated with the acquisition is subject to adjustment during the measurement period.

During the first quarter of 2023, the acquisition of Augmenta and Bennamann resulted in an increase in intangible assets, post all measurement period adjustments, of $47 million and $51 million, respectively. The valuation of assets acquired and liabilities assumed was finalized as of March 2024.

CNH recorded amortization expense of $48 million and $43 million for the three months ended September 30, 2024 and 2023, respectively, and $139 million and $119 million for the nine months ended September 30, 2024 and 2023, respectively.

14. SUPPLY CHAIN FINANCE PROGRAMS

Under the supply chain finance ("SCF") programs, administered by a third party, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion. Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program. No guarantees are provided by the Company under the SCF program.

As of September 30, 2024 and December 31, 2023, $112 million and $148 million of obligations remain outstanding that we have confirmed as valid to the administrators of the SCF programs. We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions as it relates to the SCF program. These balances are included within “Accounts payable” in our consolidated balance sheets and are reflected as cash flows from operating activities in our consolidated statements of cash flows when settled.

15. OTHER LIABILITIES

A summary of "Other liabilities" as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):


	September 30, 2024		December 31, 2023
Warranty and campaign programs	$	637	$	610
Marketing and sales incentive programs	2,408		2,409
Tax payables	254		704
Accrued expenses and deferred income	954		946
Accrued employee benefits	443		524
Lease liabilities	302		300
Legal reserves and other provisions	391		342
Contract reserve	21		24
Contract liabilities	66		50
Restructuring reserve	33		43
Other	367		355
Total	$	5,876	$	6,307

Warranty and Campaign Programs

CNH pays for basic warranty and other service action costs. A summary of recorded activity for the three and nine months ended September 30, 2024 and 2023, for the basic warranty and accruals for campaign programs are as follows (in millions of dollars):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance, beginning of period	$	637	$	588	$	610	$	544
Current year additions	130		131		455		396
Claims paid	(143)		(143)		(423)		(370)
Currency translation adjustment and other	13		(10)		(5)		(4)
Balance, end of period	$	637	$	566	$	637	$	566

Restructuring Expenses

The Company incurred restructuring expenses of $12 million and $5 million during the three months ended September 30, 2024 and 2023, respectively, and $94 million and $8 million during the nine months ended September 30, 2024 and 2023, primarily due to employee separation costs. The Company’s restructuring program announced in November 2023 targets both labor and non-labor SG&A expenses. The Company has incurred a total of $124 million from launch to September 30, 2024 under this program.

16. COMMITMENTS AND CONTINGENCIES

As a global company with a diverse business portfolio, CNH in the ordinary course of business is exposed to numerous legal risks, including, without limitation, dealer and supplier litigation, intellectual property right disputes, product warranty and defective product claims, product performance, asbestos, personal injury, emissions and/or fuel economy regulatory and contractual issues, competition law and other investigations and environmental claims. The most significant of these matters are described below.

The outcome of any current or future proceedings, claims, or investigations cannot be predicted with certainty. Adverse decisions in one or more of these proceedings, claims or investigations could require CNH to pay substantial damages or fines or undertake service actions, recall campaigns or other costly actions. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers’ compensation payments and could affect CNH’s financial position and results. When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in Company's income statement and the related accrual is recorded in “Other liabilities” on the consolidated balance sheets.

Although the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, CNH believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a material effect on its consolidated financial statements.

Environmental

Pursuant to the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH has received inquiries for information or notices of its potential liability regarding 66 non-owned U.S. sites at which regulated materials allegedly generated by CNH were released or disposed (“Waste Sites”). Of the Waste Sites, 16 are on the National Priority List (“NPL”) promulgated pursuant to CERCLA. For 60 of the Waste Sites, the monetary amount or extent of the Company’s liability has either been resolved, it has not been named as a potentially responsible party (“PRP”), or its liability is likely de minimis.

Because estimates of remediation costs are subject to revision as more information becomes available about the extent and cost of remediation and settlement agreements can be reopened under certain circumstances, the Company’s potential liability for remediation costs associated with the 66 Waste Sites could change. Moreover, because liability under CERCLA and similar laws can be joint and several, CNH could be required to pay amounts in excess of its pro rata share of remediation costs. However, when appropriate, the financial strength of other PRPs has been considered in the determination of the Company’s potential liability. CNH believes that the costs associated with the Waste Sites will not have a material effect on the Company’s business, financial position, or results of operations.

The Company is conducting environmental investigatory or remedial activities at certain properties that are currently or were formerly owned and/or operated or that are being decommissioned. The Company believes that the outcome of these activities will not have a material adverse effect on its business, financial position, or results of operations.

The actual costs for environmental matters could differ materially from those costs currently anticipated due to the nature of historical handling and disposal of hazardous substances typical of manufacturing and related operations, the discovery of currently unknown conditions and as a result of more aggressive enforcement by regulatory authorities and changes in existing laws and regulations. As in the past, CNH plans to continue funding its costs of environmental compliance from operating cash flows.

Investigation, analysis and remediation of environmental sites is a time-consuming activity. The Company expects such costs to be incurred and claims to be resolved over an extended period of time that could exceed 30 years for some sites. As of September 30, 2024 and December 31, 2023, environmental reserves of approximately $22 million and $20 million, respectively, were established to address these specific estimated potential liabilities. Such reserves are undiscounted and do not include anticipated recoveries, if any, from insurance companies. After considering these reserves, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s financial position or results of operations.

Other Litigation and Investigations

Iveco Follow-on Damages Claims: in 2011 Iveco S.p.A. (“Iveco”), which, following the Demerger, is now part of Iveco Group N.V., and its competitors in the European Union were subject to an investigation by the European Commission (the “Commission”) into certain business practices in the European Union (in the period 1997-2011) in relation to Medium and Heavy trucks. On July 19, 2016, the Commission announced a settlement with Iveco (the “Decision”). Following the Decision, the Company, Iveco and Iveco Magirus AG (“IMAG”) have been named as defendants in proceedings across Europe. The consummation of the Demerger will not allow CNH to be excluded from current and future follow-on

proceedings originating from the Decision because under EU competition law a company cannot use corporate reorganizations to avoid liability for private damage claims. In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, and Iveco and IMAG do not comply with such decisions, as a result of various intercompany arrangements, then CNH will ultimately have recourse against Iveco and IMAG for the reimbursement of the damages effectively paid to such claimants. The extent and outcome of these claims cannot be predicted at this time. The Company believes that the risk of either Iveco or IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote.

FPT Emissions Investigation: on July 22, 2020, a number of the Company's (pre-Demerger) offices in Europe were visited by investigators in the context of a request for assistance by the public prosecutors of Frankfurt am Main, Germany and Turin, Italy in relation to alleged noncompliance of two engine models produced by FPT Industrial S.p.A., which is a wholly-controlled subsidiary Iveco Group N.V. The Italian criminal investigation was dismissed in 2023. As a result of FPT Industrial's full cooperation and ongoing discussions with the investigative authorities, all German criminal investigation were concluded in December 2023. In certain instances CNH and other third parties have also received various requests for compensation by German and Austrian customers on various contractual and tort grounds, including requests for damages resulting from the termination of the purchase contracts, or in the form of requests for an alleged lower residual value of their vehicles as a consequence of the alleged non-compliance with other approval regulations regarding emissions. In certain instances, other customers have brought judicial claims on the same legal and factual bases. While the Company had no role in the design and sale of such engine models and vehicles, the Company cannot predict at this time the extent and outcome of these requests and directly or indirectly related legal proceedings, including customer claims or potential class actions alleging emissions non-compliance. The Company believes that the risk of either FPT Industrial or Iveco Group N.V. defaulting on potential payment obligations arising from such proceedings is remote.

SEC Subpoenas: The Company has been responding to subpoenas issued by the Securities and Exchange Commission requesting information and documents relating to our revenue recognition and sales practices. The Company is cooperating with the SEC’s inquiry and continues to provide responsive documents and information. The Company is unable to predict with certainty what action, if any, might be taken in the future by the SEC or any other governmental authority as a result of these requests.

Guarantees

CNH provided guarantees on the debt or commitments of third parties and performance guarantees on non-consolidated affiliates as of September 30, 2024 and December 31, 2023 totaling of $33 million and $37 million, respectively.

17. FINANCIAL INSTRUMENTS

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

Fair Value Hierarchy

The hierarchy of valuation techniques for financial instruments is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy:

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

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

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

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

Determination of Fair Value

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

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

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

Derivatives

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

Foreign Exchange Derivatives

CNH has entered into foreign exchange forward contracts and swaps in order to manage and preserve the economic value of cash flows in a currency different from the functional currency of the relevant legal entity. CNH conducts its business on a global basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities, and expected inventory purchases and sales. Derivative instruments utilized to hedge the foreign currency risk associated with anticipated inventory purchases and sales in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments are deferred in accumulated other comprehensive income/(loss) and recognized in earnings when the related transaction occurs. If a derivative instrument is terminated because the hedge relationship is no longer effective or because the hedged item is a forecasted transaction that is no longer determined to be probable, the cumulative amount recorded in accumulated other comprehensive income (loss) is recognized immediately in earnings. Such amounts were insignificant in all periods presented.

CNH also uses forwards and swaps to hedge certain assets and liabilities denominated in foreign currencies. Such derivatives are considered economic hedges and not designated as hedging instruments. The changes in the fair values of these instruments are recognized directly in income in “Other, net” and are expected to offset the foreign exchange gains or losses on the exposures being managed.

All of CNH’s foreign exchange derivatives are considered Level 2 as the fair value is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of CNH’s foreign exchange derivatives was $7.3 billion and $6.1 billion at September 30, 2024 and December 31, 2023, respectively.

Interest Rate Derivatives

CNH has entered into interest rate derivatives (swaps and caps) in order to manage interest rate exposures arising in the normal course of business. Interest rate derivatives that have been designated as cash flow hedges are being used by the Company to mitigate the risk of rising interest rates related to existing debt and anticipated issuance of fixed-rate debt in future periods. Gains and losses on these instruments are deferred in accumulated other comprehensive income (loss) and recognized in interest expense over the period in which CNH recognizes interest expense on the related debt.

Interest rate derivatives that have been designated as fair value hedge relationships have been used by CNH to mitigate the volatility in the fair value of existing fixed rate bonds and medium-term notes due to changes in floating interest rate benchmarks. Gains and losses on these instruments are recorded in “Interest expense” in the period in which they occur and an offsetting gain or loss is also reflected in “Interest expense” based on changes in the fair value of the debt instrument being hedged due to changes in floating interest rate benchmarks.

CNH also enters into offsetting interest rate derivatives with substantially similar terms that are not designated as hedging instruments to mitigate interest rate risk related to CNH’s committed asset-backed facilities. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income. Net gains and losses on these instruments were insignificant for the three and nine months ended September 30, 2024 and 2023.

All of CNH’s interest rate derivatives outstanding as of September 30, 2024 and December 31, 2023 are considered Level 2. The fair market value of these derivatives is calculated using market data input and can be compared to actively traded derivatives. The total notional amount of CNH’s interest rate derivatives was approximately $9.2 billion and $9.0 billion at September 30, 2024 and December 31, 2023, respectively.

As a result of the reform and replacement of specific benchmark interest rates, in the second quarter of 2023, the Company elected to make the replacement using the optional expedient under ASC 848, which allows the change in critical terms without de-designation and the Company also elected the optional expedient to apply a spread adjustment to hedged items cash flows that resulted in no change to the cumulative basis adjustment reflected in earnings.

Financial Statement Impact of Derivatives

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges recognized in accumulated other comprehensive income (loss) and net income (loss) during the three and nine months ended September 30, 2024 and 2023 (in millions of dollars):


			Recognized in Net Income
For the Three Months Ended September 30,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2024
Foreign exchange contracts	$	16
			Net sales	(2)
			Cost of goods sold	(8)
			Other, net	(8)
Interest rate contracts	(13)		Interest expense	(8)
Total	$	3		$	(26)
2023
Foreign exchange contracts	$	(33)
			Net sales	(3)
			Cost of goods sold	13
			Other, net	(15)
Interest rate contracts	(12)		Interest expense	2
Total	$	(45)		$	(3)


			Recognized in Net Income
For the Nine Months Ended September 30,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2024
Foreign exchange contracts	$	(3)
			Net sales	(5)
			Cost of goods sold	(26)
			Other, net	(11)
Interest rate contracts	45		Interest expense	(20)
Total	$	42		$	(62)
2023
Foreign exchange contracts	$	(44)
			Net sales	(7)
			Cost of goods sold	(19)
			Other, net	10
Interest rate contracts	(46)		Interest expense	10
Total	$	(90)		$	(6)

The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the nine months ended September 30, 2024 and 2023 (in millions of dollars):


	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2023	$	(19)	$	9	$	(10)
Net changes in fair value of derivatives	42		(30)		12
Net losses reclassified from accumulated other comprehensive income into income	62		(2)		60
Accumulated derivative net losses as of September 30, 2024	$	85	$	(23)	$	62


	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2022	$	71	$	(27)	$	44
Net changes in fair value of derivatives	(90)		30		(60)
Net losses reclassified from accumulated other comprehensive income into income	6		(3)		3
Accumulated derivative net losses as of September 30, 2023	$	(13)	$	—	$	(13)

The following tables summarize the impact related to changes in the fair value of fair value hedges and derivatives not designated as hedges during the nine months ended September 30, 2024 and 2023 (in millions of dollars):


		For the Three Months Ended September 30,
	Classification of Gain (Loss)	2024		2023
Fair Value Hedges
Interest rate derivatives	Interest expense	$	56	$	(3)

Not Designated as Hedges
Foreign exchange contracts	Other, Net	$	(10)	$	(10)


		For the Nine Months Ended September 30,
	Classification of Gain (Loss)	2024		2023
Fair Value Hedges
Interest rate derivatives	Interest expense	$	53	$	(2)

Not Designated as Hedges
Foreign exchange contracts	Other, Net	$	(54)	$	(44)

The fair values of CNH’s derivatives as of September 30, 2024 and December 31, 2023 in the consolidated balance sheets are recorded as follows (in millions of dollars):


	September 30, 2024			December 31, 2023
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments
Foreign currency contracts	Derivative assets	$	42	Derivative assets	$	31
Interest rate contracts	Derivative assets	91		Derivative assets	60
Total derivative assets		$	133		$	91
Foreign currency contracts	Derivative liabilities	$	42	Derivative liabilities	$	49
Interest rate contracts	Derivative liabilities	63		Derivative liabilities	117
Total derivative liabilities		$	105		$	166

Derivatives not designated as hedging instruments
Foreign currency contracts	Derivative assets	$	14	Derivative assets	$	14
Interest rate contracts	Derivative assets	12		Derivative assets	31
Total derivative assets		$	26		$	45
Foreign currency contracts	Derivative liabilities	$	27	Derivative liabilities	$	20
Interest rate contracts	Derivative liabilities	13		Derivative liabilities	30
Total derivative liabilities		$	40		$	50

Items Measured at Fair Value on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 (in millions of dollars):


	Level 1				Level 2				Total
	September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Assets
Foreign exchange derivatives	$	—	$	—	$	56	$	46	$	56	$	46
Interest rate derivatives	—		—		103		90		103		90
Total Assets	$	—	$	—	$	159	$	136	$	159	$	136
Liabilities
Foreign exchange derivatives	$	—	$	—	$	69	$	69	$	69	$	69
Interest rate derivatives	—		—		76		147		76		147
Total Liabilities	$	—	$	—	$	145	$	216	$	145	$	216

Fair Value of Other Financial Instruments

The carrying value of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable included in the consolidated balance sheets approximates its fair value.

Financial Instruments Not Carried at Fair Value

The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets as of September 30, 2024, and December 31, 2023, were as follows (in millions of dollars):


	September 30, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financing receivables	$	24,062	$	23,902	$	24,249	$	24,129
Debt	$	27,300	$	27,787	$	27,326	$	27,624

Financing Receivables

The fair value of financing receivables is based on the discounted values of their related cash flows at current market interest rates and they are classified as a Level 3 fair value measurement.

Debt

All debt is classified as a Level 2 fair value measurement with the exception of bonds issued by CNH Industrial Finance Europe S.A. and bonds issued by CNH Industrial N.V. that are classified as a Level 1 fair value measurement.

18. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The Company’s share of other comprehensive income (loss) includes net income plus other comprehensive income, which includes changes in fair value of certain derivatives designated as cash flow hedges, certain changes in pension and other retirement benefit plans, foreign currency translations gains and losses, changes in the fair value of available-for-sale securities, the Company’s share of other comprehensive income (loss) of entities accounted for using the equity method, and reclassifications for amounts included in net income (loss) less net income (loss) and other comprehensive income (loss) attributable to the non-controlling interest. For more information on derivative instruments, see “Note 17: Financial Instruments”. For more information on pensions and retirement benefit obligations, see “Note 6: Employee Benefit Plans and Postretirement Benefits”. The Company’s other comprehensive income (loss) amounts are aggregated within accumulated other comprehensive income (loss). The tax effect for each component of other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):


	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Gross Amount		Income Taxes		Net Amount		Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	29	$	(8)	$	21	$	104	$	(32)	$	72
Changes in retirement plans’ funded status	—		1		1		(2)		2		—
Foreign currency translation	(35)		—		(35)		(255)		—		(255)
Share of other comprehensive income (loss) of entities using the equity method	12		—		12		(8)		—		(8)
Other comprehensive income (loss)	$	6	$	(7)	$	(1)	$	(161)	$	(30)	$	(191)


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Gross Amount		Income Taxes		Net Amount		Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	(42)	$	9	$	(33)	$	(84)	$	25	$	(59)
Changes in retirement plans’ funded status	(5)		2		(3)		(16)		5		(11)
Foreign currency translation	(14)		—		(14)		70		—		70
Share of other comprehensive income (loss) of entities using the equity method(1)	(8)		—		(8)		(11)		—		(11)
Other comprehensive income (loss)	$	(69)	$	11	$	(58)	$	(41)	$	30	$	(11)

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

The changes, net of tax, in each component of accumulated other comprehensive income (loss) in the nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):


	Unrealized Gain (Loss) on Cash Flow Hedges		Change in Retirement Plans’ Funded Status		Foreign Currency Translation		Share of Other Comprehensive Income (Loss) of Entities Using the Equity Method		Total
Balance January 1, 2024	$	(10)	$	(351)	$	(1,763)	$	(238)	$	(2,362)
Other comprehensive income (loss), before reclassifications	12		—		(259)		(8)		(255)
Amounts reclassified from other comprehensive income	60		—		—		—		60
Other comprehensive income (loss)*	72		—		(259)		(8)		(195)
Balance September 30, 2024	$	62	$	(351)	$	(2,022)	$	(246)	$	(2,557)

Balance January 1, 2023	$	46	$	(285)	$	(1,800)	$	(239)	$	(2,278)
Other comprehensive income (loss), before reclassifications(1)	(62)		(1)		71		(11)		(3)
Amounts reclassified from other comprehensive income	3		(10)		—		—		(7)
Other comprehensive income (loss)*	(59)		(11)		71		(11)		(10)
Balance September 30, 2023	$	(13)	$	(296)	$	(1,729)	$	(250)	$	(2,288)

(*)Excluded from the table above is other comprehensive income (loss) allocated to non-controlling interests of $4 and $(1) million for the nine months ended September 30, 2024 and 2023, respectively.

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in the three and nine months ended September 30, 2024 and 2023 consisted of the following (in millions of dollars):


	Amounts Reclassified from Other Comprehensive Income (Loss)								Consolidated Statement of Operations Line
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cash flow hedges	$	2	$	3	$	5	$	7	Net sales
	8		(13)		26		19		Cost of goods sold
	8		15		11		(10)		Other, net
	8		(2)		20		(10)		Interest expense
	—		—		(2)		(3)		Income taxes
	26		3		60		3
Change in retirement plans’ funded status:
Amortization of actuarial losses	7		3		17		12		*
Amortization of prior service cost	(7)		(9)		(19)		(27)		*
	1		3		2		5		Income taxes
	1		(3)		—		(10)
Total reclassifications, net of tax	$	27	$	—	$	60	$	(7)

(*) These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 6: Employee Benefit Plans and Postretirement Benefits” for additional information.

19. RELATED PARTY INFORMATION

As of September 30, 2024, CNH’s related parties were primarily EXOR N.V. and the companies that EXOR N.V. controlled or had a significant influence over, including Stellantis N.V., Ferrari N.V. and Iveco Group N.V., which effective January 1,

2022 separated from CNH by way of a demerger under Dutch law and became a public listed company independent from CNH.

As of September 30, 2024, EXOR N.V. held 45.3% of CNH’s voting power and had the ability to significantly influence the decisions submitted to a vote of CNH’s shareholders, including approval of annual dividends, the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets and issuances of equity and the incurrence of indebtedness. The percentage above has been calculated as the ratio of (i) the aggregate number of common shares and special voting shares owned by EXOR N.V. to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of September 30, 2024. In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or joint control.

The Company’s Audit Committee reviews and, if appropriate, approves all significant related party transactions.

Transactions with EXOR N.V. and its Subsidiaries and Affiliates

EXOR N.V. is an investment holding company. As of September 30, 2024 and December 31, 2023, among other things, EXOR N.V. managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari. CNH did not enter into any significant transactions with EXOR N.V. during the nine months ended September 30, 2024 and 2023.

Transactions with Iveco Group post-Demerger

CNH and Iveco Group post-Demerger entered into transactions consisting of the sale of engines from Iveco Group to CNH. Additionally, concurrent with the Demerger, the Companies entered into services contracts in relation to general administrative and specific technical matters, provided by either CNH to Iveco Group and vice versa as follows:

Master Service Agreements: CNH and Iveco Group entered into a two-year Master Services Agreement (“MSA”) starting in 2022, with a two-year extension implemented, whereby each Party (and its subsidiaries) may provide services to the other (and its subsidiaries). Services provided under the MSA relate mainly to lease of premises and depots and IT services.

Engine Supply Agreement: in relation to the design and supply of off-road engines from Iveco Group to CNH post-Demerger, Iveco Group and CNH entered into a ten-year Engine Supply Agreement (“ESA”), whereby Iveco Group will sell to CNH post-Demerger diesel, CNG and LNG engines and provide post-sale services.

Financial Service Agreement: in relation to certain financial services activities carried out by either CNH to Iveco Group or vice versa, in connection with the execution of the Demerger Deed, CNH and Iveco Group entered into a three-year Master Services Agreement (“FS MSA”) starting in 2022, with a three-year extension implemented, whereby each Party (and its subsidiaries) may provide services and/or financial services activities to the other (and its subsidiaries). Services provided under the FS MSA relate mainly to wholesale and retail financing activities to suppliers, distribution network and customers.

The transactions with Iveco Group post-Demerger are reflected in the consolidated financial statements as follows (in millions of dollars):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	31	$	68	$	102	$	125
Purchases	$	168	$	274	$	598	$	808


	September 30, 2024		December 31, 2023
Trade receivables	$	17	$	25
Financial receivables from Iveco Group N.V.	$	274	$	380
Trade payables	$	129	$	335
Financial payables to Iveco Group N.V.	$	48	$	146

Transactions with Unconsolidated Subsidiaries and Affiliates

CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico SA de CV, Turk Traktor ve Ziraat Makineleri A.S. and New Holland HFT Japan Inc. CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as Turk Traktor ve Ziraat Makineleri A.S.

The following table sets forth the related party transactions entered into for the time period presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	111	$	137	$	399	$	430
Purchases	$	88	$	171	$	347	$	497


	September 30, 2024		December 31, 2023
Trade receivables	$	4	$	2
Trade payables	$	55	$	54

At September 30, 2024 and December 31, 2023, CNH had provided guarantees totaling $33 million and $37 million, respectively, on certain commitments of its unconsolidated affiliate CNH Industrial Capital Europe S.a.S.

20. IMMATERIAL REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

In the three months ended September 30, 2024, the Company corrected the accounting treatment for highly inflationary accounting related to its unconsolidated subsidiary in Turkey, TürkTraktör ve Ziraat Makineleri A.S. Refer to Note 1 for additional information. While the prior period amounts have been revised, as set forth below for comparability, the impact of the correction in these prior periods is not material to the consolidated financial statements of the Company in any of the impacted periods.

The prior period impacts to the Company’s Consolidated Statements of Operations were as shown below. In addition, Net income (loss) attributable to CNH Industrial N.V. decreased $33 million from $401 million to $368 million for the three months ended March 31, 2024 and decreased $34 million from $433 million to $399 million for the three months ended June 30, 2024.


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
(in millions of dollars and shares, except per share amounts)	Previously Reported		Revision Impacts		As Revised		Previously Reported		Revision Impacts		As Revised
Income (loss) of Consolidated Group before Income Taxes	$	662	$	—	$	662	$	2,126	$	—	$	2,126
Income tax expense	(171)		—		(171)		(536)		—		(536)
Equity in income of unconsolidated subsidiaries and affiliates	79		(30)		49		176		(62)		114
Net income (loss)	570		(30)		540		1,766		(62)		1,704
Net income (loss) attributable to noncontrolling interests	3		—		3		11		—		11
Net income (loss) attributable to CNH Industrial N.V.	$	567	$	(30)	$	537	$	1,755	$	(62)	$	1,693

Earnings per share attributable to common shareholders
Basic	$	0.43	$	(0.03)	$	0.40	$	1.31	$	(0.04)	$	1.27
Diluted	$	0.42	$	(0.02)	$	0.40	$	1.30	$	(0.05)	$	1.25
Weighted average shares outstanding
Basic	1,332		—		1,332		1,337		—		1,337
Diluted	1,351		—		1,351		1,355		—		1,355

The prior period impacts to the Company's Consolidated Statements of Comprehensive income were as shown below.


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
(in millions of dollars)	Previously Reported		Revision Impacts		As Revised		Previously Reported		Revision Impacts		As Revised
Net income (loss)	$	570	$	(30)	$	540	$	1,766	$	(62)	$	1,704
Other comprehensive income (loss), net of tax
Share of other comprehensive income (loss) of entities using the equity method	(8)		—		(8)		(23)		12		(11)
Other comprehensive loss, net of tax	(58)		—		(58)		(23)		12		(11)
Comprehensive income (loss)	512		(30)		482		1,743		(50)		1,693
Less: Comprehensive income (loss) attributable to noncontrolling interests	(1)		—		(1)		10		—		10
Comprehensive income (loss) attributable to CNH Industrial N.V.	$	513	$	(30)	$	483	$	1,733	$	(50)	$	1,683

The prior period impacts to the Company's Consolidated Balance Sheet were as shown below.


	December 31, 2023
(in millions of dollars)	Previously Reported		Revision Impacts		As Revised
Assets
Investments in unconsolidated subsidiaries and affiliates	563		(84)		479
Total Assets	$	46,351	$	(84)	$	46,267
Liabilities and Equity
Total Liabilities	38,117		—		38,117
Redeemable equity	54		—		54
Retained earnings	9,750		(96)		9,654
Accumulated other comprehensive income (loss)	(2,374)		12		(2,362)
Total Equity	8,180		(84)		8,096
Total Liabilities and Equity	$	46,351	$	(84)	$	46,267

The prior period impacts to the Company's Consolidated Statement of Cash Flows were as follows:


	Nine Months Ended September 30, 2023
(in millions of dollars)	Previously Reported		Revision Impacts		As Revised
Cash Flows from Operating Activities
Net Income (loss)	$	1,766	$	(62)	$	1,704
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Undistributed income of unconsolidated subsidiaries	(125)		62		(63)
Net cash provided (used) by operating activities	(608)		—		(608)

21. SUBSEQUENT EVENTS

On October 10, 2024, CNH Industrial Capital Canada Ltd. completed its notes offering of CAD300 million in aggregate principal amount of 4.000% notes due April 11, 2028, with an issue price of 99.964%.

On October 9, 2024, CNH Industrial Capital LLC completed its notes offering of $500 million in aggregate principal amount of 4.500% notes due 2027, with an issue price of 99.809%.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

CNH Industrial N.V. (“CNH” or the “Company”) is incorporated in, and under the laws of the Netherlands. CNH has its corporate seat in Amsterdam, the Netherlands, and its principal office in Basildon, England, United Kingdom. Unless otherwise indicated or the context otherwise requires, the terms “CNH” and the “Company” refer to CNH and its consolidated subsidiaries.

The Company has three reportable segments reflecting the three businesses directly managed by CNH Industrial N.V., consisting of: (i) Agriculture, which designs, produces and sells agricultural equipment (ii) Construction, which designs, produces and sells construction equipment, and (iii) Financial Services, which provides financial services to customers acquiring our products. The Company’s worldwide Agriculture and Construction operations, as well as corporate functions, are collectively referred to as “Industrial Activities.”

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the notes to our unaudited consolidated financial statements in this report, as well as our annual report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report") filed with the U.S. Securities and Exchange Commission (“SEC”). Results for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year due to seasonal and other factors.

•North America: United States, Canada and Mexico;

•South America: Central and South America, and the Caribbean Islands; and

•Asia Pacific: Continental Asia (including the India subcontinent), Indonesia and Oceania.

Non-GAAP Financial Measures

CNH monitors its operations through the use of non-GAAP financial measures. CNH’s management believes that these non-GAAP financial measures provide useful and relevant information regarding its operating results and enhance the readers’ ability to assess CNH’s financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as to make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations. These non-GAAP financial measures have no standardized meaning under U.S. GAAP and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP.

Our primary non-GAAP financial measures are defined as follows:

Adjusted EBIT of Industrial Activities

Adjusted EBIT of Industrial Activities is defined as net income (loss) before: income taxes, Financial Services’ results, Industrial Activities’ interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items. Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

Net Cash (Debt) and Net Cash (Debt) of Industrial Activities

Net Cash (Debt) is defined as total debt less: intersegment notes receivable, cash and cash equivalents, restricted cash, other current financial assets (primarily current securities, short-term deposits and investments towards high-credit rating counterparties) and derivative hedging debt. CNH provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets. Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.

Revenues on a Constant Currency Basis

We discuss the fluctuations in revenues on a constant currency basis by applying the prior-year average exchange rates to current year’s revenue expressed in local currency in order to eliminate the impact of foreign exchange (“FX”) rate fluctuations.

A. OPERATING RESULTS

The operations and key financial measures and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results. For further information, see “Supplemental Information” within this section, where we present supplemental consolidating data split by Industrial Activities and Financial Services. Transactions between Industrial Activities and Financial Services have been eliminated to arrive at the consolidated data.

Global Business Conditions

In combination with the downturn in our industry cycle, lower commodity prices, changes in government policies, higher interest rates and repercussions from geopolitical events, the global economy continues to experience events affecting our suppliers, customers and business operations. As a consequence of the industry downturn, and the resulting increase in dealer inventories of our products, the Company expects production volumes to decline for the rest of 2024 due to lower demand. Given these conditions, we expect manufacturing inefficiencies and lower fixed cost absorption.

For a discussion of the Company’s risks and uncertainties, see Part 1, Item 1A: Risk Factors in the Company’s Form 10-K for the year ended December 31, 2023 and Part II, Item 1A: Risk Factors within this Form 10-Q.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Consolidated Results of Operations


	Three Months Ended September 30,
(in millions of dollars)	2024		2023(1)
Revenues
Net sales	$	3,997	$	5,332
Finance, interest and other income	657		654
Total Revenues	4,654		5,986
Costs and Expenses
Cost of goods sold	3,130		4,059
Selling, general and administrative expenses	426		462
Research and development expenses	221		266
Restructuring expenses	12		5
Interest expense	378		346
Other, net	127		186
Total Costs and Expenses	4,294		5,324
Income of Consolidated Group before Income Taxes	360		662
Income tax expense	(75)		(171)
Equity in income of unconsolidated subsidiaries and affiliates	25		49
Net income (loss)	310		540
Net income (loss) attributable to noncontrolling interests	4		3
Net income (loss) attributable to CNH Industrial N.V.	$	306	$	537

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Revenues

We recorded revenues of $4,654 million for the three months ended September 30, 2024, a decline of 22.3% (down 20.9% on a constant currency basis) compared to the three months ended September 30, 2023. Net sales were $3,997 million in the three months ended September 30, 2024, a decrease of 25.0% (down 24.0% on a constant currency basis) compared to the three months ended September 30, 2023. This decline was primarily due to lower shipment volumes on decreased industry demand and reduced dealer inventory requirements.

Cost of Goods Sold

Cost of goods sold was $3,130 million for the three months ended September 30, 2024 compared with $4,059 million for the three months ended September 30, 2023. As a percentage of net sales of Industrial Activities, cost of goods sold was 78.3% in the three months ended September 30, 2024 (76.1% for the three months ended September 30, 2023), which was impacted by lower production volume and unfavorable mix, partially offset by improved purchasing and manufacturing costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $426 million for the three months ended September 30, 2024 (9.2% of total revenues), down $36 million compared to the three months ended September 30, 2023 (7.7% of total revenues). Total expenses were lower primarily due to a decrease in labor costs, driven by the Company's restructuring program, partially offset by higher credit risk provisions in the Financial Services segment.

Research and Development Expenses

Research and development expenses were $221 million and $266 million for the three months ended September 30, 2024 and 2023, respectively.

Restructuring Expenses

Restructuring expenses were $12 million and $5 million for the three months ended September 30, 2024 and 2023, respectively. The Company’s restructuring program announced in November 2023 targets both labor and non-labor SG&A expenses. The Company has incurred a total of $124 million from launch to September 30, 2024 under this program which is substantially complete.

Interest Expense

Interest expense was $378 million for the three months ended September 30, 2024 compared to $346 million for the three months ended September 30, 2023. The interest expense attributable to Industrial Activities for the three months ended September 30, 2024, net of interest income and eliminations, was $36 million, compared to $10 million in the three months ended September 30, 2023.

Other, net

Other, net expenses were $127 million for the three months ended September 30, 2024 and included a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.

Other, net expenses were $186 million for the three months ended September 30, 2023 and included a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.

Income Taxes


	Three Months Ended September 30,
(in millions of dollars, except percentages)	2024			2023(1)
Income of Consolidated Group before Income Taxes	$	360		$	662
Income tax (expense) benefit	$	(75)		$	(171)
Effective tax rate	20.8		%	25.8		%

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Income tax expense for the three months ended September 30, 2024 was $75 million compared to $171 million for the three months ended September 30, 2023. The effective tax rate for the three months ended September 30, 2024 and 2023 was 20.8% and 25.8%, respectively. The reduction in the 2024 effective tax rate was due to the impact of the company's income mix, including the existence of credits and other permanent benefits, as well as by discrete items, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina and the one-time impact of a patent box tax deduction in the UK.

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $25 million and $49 million for the three months ended September 30, 2024 and 2023, respectively.

Net Income

Net income was $310 million for the three months ended September 30, 2024, compared to net income of $540 million for the three months ended September 30, 2023. Net income for the three months ended September 30, 2024 included a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary and a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification, partially offset by restructuring expenses of $12 million.

Net income for the three months ended September 30, 2023 included a pre-tax gain of $6 million ($5 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification, partially offset by restructuring expenses of $5 million.

Industrial Activities and Business Segments

The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments:


	Three Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change		% Change Excl. FX
Revenues:
Agriculture	$	3,310	$	4,384	(24.5)	%	(23.6)	%
Construction	687		948		(27.5)	%	(26.0)	%
Eliminations and other	—		—
Total Net sales of Industrial Activities	3,997		5,332		(25.0)	%	(24.0)	%
Financial Services	659		653		0.9	%	4.6	%
Eliminations and other	(2)		1
Total Revenues	$	4,654	$	5,986	(22.3)	%	(20.9)	%


	Three Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023(1)		$ Change		2024 Adj EBIT Margin		2023 Adj EBIT Margin
Adjusted EBIT by segment:
Agriculture	$	336	$	642	$	(306)	10.2	%	14.6	%
Construction	40		60		(20)		5.8	%	6.3	%
Unallocated items, eliminations and other	(40)		(75)		35
Total Adjusted EBIT of Industrial Activities	$	336	$	627	$	(291)	8.4	%	11.8	%

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Net sales of Industrial Activities were $3,997 million during the three months ended September 30, 2024, a decrease of 25.0% compared to the three months ended September 30, 2023 (down 24.0% on a constant currency basis). This decline was primarily due to lower shipment volumes on decreased industry demand, reduced dealer inventory unit requirements across all regions and unfavorable net price realization due to enhanced retail actions.

Adjusted EBIT of Industrial Activities was $336 million during the three months ended September 30, 2024, compared to an adjusted EBIT of $627 million during the three months ended September 30, 2023. The decline was primarily due to lower industry volumes; partially offset by improved purchasing and manufacturing costs, and a continued reduction in SG&A expenses.

Segment Performance

Agriculture

Net Sales

The following table shows Agriculture net sales by geographic region for the three months ended September 30, 2024 compared to the three months ended September 30, 2023:

Agriculture Sales—by geographic region


	Three Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change
North America	$	1,402	$	1,807	(22.4)	%
Europe, Middle East and Africa	905		1,202		(24.7)	%
South America	582		830		(29.9)	%
Asia Pacific	421		545		(22.8)	%
Total	$	3,310	$	4,384	(24.5)	%

Agriculture's net sales totaled $3,310 million in the three months ended September 30, 2024, a decrease of 24.5% compared to the three months ended September 30, 2023 (down 23.6% on a constant currency basis) This decline was primarily due to lower shipment volumes on decreased industry demand, dealer inventory unit requirements across all regions and unfavorable net price realization due to enhanced retail actions.

In North America, industry volume was down 18% year-over-year in the third quarter for tractors under 140 HP and was down 17% for tractors over 140 HP; combines were down 29%. In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 20% and 50%, respectively. South America tractor and combine demand was down 12% and 32%, respectively, continuing the negative trend of previous quarters. Asia Pacific tractor demand was up 1%, while combine demand was down 33%.

Adjusted EBIT

Adjusted EBIT was $336 million in the three months ended September 30, 2024, compared to $642 million in the three months ended September 30, 2023. The decrease was driven by the lower industry volumes; partially offset by improved purchasing and manufacturing costs, and a continued reduction in SG&A expenses. R&D investments accounted for 6.0% of sales (5.5% in the three months ended September 30, 2023). Adjusted EBIT margin was 10.2% (14.6% in the three months ended September 30, 2023).

Construction

Net Sales

The following table shows Construction net sales by geographic region for the three months ended September 30, 2024 compared to the three months ended September 30, 2023:

Construction Sales—by geographic region


	Three Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change
North America	$	358	$	544	(34.2)	%
Europe, Middle East and Africa	151		200		(24.5)	%
South America	136		147		(7.5)	%
Asia Pacific	42		57		(26.3)	%
Total	$	687	$	948	(27.5)	%

Construction's net sales totaled $687 million in the three months ended September 30, 2024, a decline of 27.5% compared to the three months ended September 30, 2023 (down 26.0% on a constant currency basis), due to lower volumes driven mainly by a decrease in market demand across all regions.

Global industry volume for construction equipment increased 1% year-over-year in the third quarter for Heavy construction equipment; Light construction equipment was down 9%. Aggregated demand decreased 16% in EMEA and 7% in North America, but increased 11% in South America and 3% in Asia Pacific.

Adjusted EBIT

Adjusted EBIT was $40 million in the three months ended September 30, 2024, compared to $60 million in the three months ended September 30, 2023 as a result of lower volumes and unfavorable net price realization; partially offset by improved product costs, better plant efficiencies and lower SG&A expenses. Adjusted EBIT margin was 5.8% (6.3% in the three months ended September 30, 2023).

Financial Services Performance

Finance, Interest and Other Income

Revenues of Financial Services were $659 million in the three months ended September 30, 2024, up 0.9% compared to the three months ended September 30, 2023 (up 4.6% on a constant currency basis), due to favorable volumes in all regions except EMEA and higher yields in North America; partially offset by decreased yields in South America due to product mix, and lower used equipment sales due to decreased operating lease maturities.

Net Income

Net income of Financial Services was $78 million in the three months ended September 30, 2024, a decrease of $8 million compared to the three months ended September 30, 2023, primarily due to increased risk costs driven by higher delinquencies in South America, partially offset by higher volumes and interest margin improvements in most regions.

In the three months ended September 30, 2024, retail loan originations, including unconsolidated joint ventures, were $2.8 billion, down $0.2 billion compared to 2023 (down $0.2 billion on a constant currency basis.) The managed portfolio (including unconsolidated joint ventures) was $29.0 billion as of September 30, 2024 (of which retail was 67% and wholesale was 33%), up $2.2 billion compared to September 30, 2023 (up $2.2 billion on a constant currency basis).

At September 30, 2024, the receivables balance greater than 30 days past due as a percentage of receivables was down sequentially to 2.2%, however was elevated from prior year (1.6% as of September 30, 2023) due to economic and environmental factors, specifically in South America.

Reconciliation of Net Income (Loss) to Adjusted EBIT

The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure:


	Three Months Ended September 30,
(in millions of dollars)	2024		2023(1)
Agriculture	$	336	$	642
Construction	40		60
Unallocated items, eliminations and other	(40)		(75)
Total Adjusted EBIT of Industrial Activities	336		627
Financial Services Net income (loss)	78		86
Financial Services Income Taxes	13		34
Interest expense of Industrial Activities, net of interest income and eliminations	(36)		(10)
Foreign exchange gains (losses), net of Industrial Activities	(8)		(21)
Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities(2)	—		—
Restructuring expense of Industrial Activities	(12)		(5)
Other discrete items(3)	14		—
Income (loss) before taxes	385		711
Income tax (expense) benefit	(75)		(171)
Net income (loss)	$	310	$	540

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(2) In the three months ended September 30, 2024 and 2023, this item includes the pre-tax gain of $6 million as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.

(3) In the three months ended September 30, 2024, this item includes a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. In the three months ended September 30, 2023, this item did not include any discrete items.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Consolidated Results of Operations


	Nine Months Ended September 30,
(in millions of dollars)	2024(1)		2023(1)
Revenues
Net sales	$	12,931	$	16,062
Finance, interest and other income	2,029		1,833
Total Revenues	14,960		17,895
Costs and Expenses
Cost of goods sold	10,027		12,133
Selling, general and administrative expenses	1,298		1,385
Research and development expenses	686		766
Restructuring expenses	94		8
Interest expense	1,190		941
Other, net	449		536
Total Costs and Expenses	13,744		15,769
Income of Consolidated Group before Income Taxes	1,216		2,126
Income tax expense	(247)		(536)
Equity in income of unconsolidated subsidiaries and affiliates	114		114
Net income (loss)	1,083		1,704
Net income (loss) attributable to noncontrolling interests	10		11
Net income (loss) attributable to CNH Industrial N.V.	$	1,073	$	1,693

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Revenues

We recorded revenues of $14,960 million for the nine months ended September 30, 2024, a decline of 16.4% (down 15.8% on a constant currency basis) compared to the nine months ended September 30, 2023. Net sales were $12,931 million in the nine months ended September 30, 2024, a decline of 19.5% (down 19.0% on a constant currency basis) compared to the nine months ended September 30, 2024. This decline was mainly due to lower shipment volumes on decreased industry demand and reduced dealer inventory unit requirements.

Cost of Goods Sold

Cost of goods sold was $10,027 million for the nine months ended September 30, 2024 compared with $12,133 million for the nine months ended September 30, 2023. As a percentage of net sales of Industrial Activities, cost of goods sold was 77.5% in the nine months ended September 30, 2024 (75.5% for the nine months ended September 30, 2023), which was impacted by lower production volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,298 million for the nine months ended September 30, 2024 (8.7% of total revenues), down $87 million compared to the nine months ended September 30, 2023 (7.7% of total revenues). Total expenses were lower primarily due to a decrease in labor costs, driven by the Company's restructuring program, partially offset by higher credit risk provisions in the Financial Services segment.

Research and Development Expenses

Research and development expenses were $686 million and $766 million for the nine months ended September 30, 2024 and 2023, respectively.

Restructuring Expenses

Restructuring expenses were $94 million and $8 million for the nine months ended September 30, 2024 and 2023, respectively. The Company’s restructuring program announced in November 2023 targets both labor and non-labor SG&A expenses. The Company has incurred a total of $124 million from launch to September 30, 2024 under this program which is substantially complete.

Interest Expense

Interest expense was $1,190 million for the nine months ended September 30, 2024 compared to $941 million for the nine months ended September 30, 2023. The interest expense attributable to Industrial Activities for the three months ended September 30, 2024, net of interest income and eliminations, was $114 million, compared to $36 million in the nine months ended September 30, 2023.

Other, net

Other, net expenses were $449 million for the nine months ended September 30, 2024 and included a loss on the sale of non-core product lines of $15 million, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary.

Other, net expenses were $536 million for the nine months ended September 30, 2023 and includes a loss of $23 million on the sale of CNH Industrial Russia and CNH Capital Russia, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann.

Income Taxes


	Nine Months Ended September 30,
(in millions of dollars, except percentages)	2024			2023(1)
Income of Consolidated Group before Income Taxes	$	1,216		$	2,126
Income tax (expense) benefit	$	(247)		$	(536)
Effective tax rate	20.3		%	25.2		%

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Income tax expense for the nine months ended September 30, 2024 was $247 million compared to $536 million for the nine months ended September 30, 2023. The effective tax rate for the nine months ended September 30, 2024 and 2023 was 20.3% and 25.2%, respectively. The reduction in the effective tax rate for the nine months ended September 30, 2024 was due to discrete items that reduced the rate in 2024, including the impact of highly-inflationary accounting and tax-related inflation adjustments in Argentina. The 2023 effective tax rate was reduced by the impact related to the sale of CNH Industrial Russia, although this tax reduction was partially offset by discrete tax expenses associated with prior periods.

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $114 million and $114 million for the nine months ended September 30, 2024 and 2023, respectively.

Net Income

Net income was $1,083 million for the nine months ended September 30, 2024, compared to net income of $1,704 million for the nine months ended September 30, 2023. Net income for the nine months ended September 30, 2024 included restructuring expenses of $94 million and a loss of $15 million on the sale of certain non-core product lines, partially offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary.

Net income for the nine months ended September 30, 2023 included a loss of $17 million related to the sale of CNH Industrial Russia, a loss of $6 million related to CNH Capital Russia, and restructuring expenses of $8 million, offset by a pre-tax gain of $18 million ($14 million after-tax) as a result of the amortization over four years of the $101 million positive impact from the 2021 U.S. healthcare plan modification and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann.

Industrial Activities and Business Segments

The following tables show revenues and Adjusted EBIT by segment. We have also included a discussion of our results by Industrial Activities and each of our business segments:


	Nine Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change		% Change Excl. FX
Revenues:
Agriculture	$	10,596	$	13,201	(19.7)	%	(19.3)	%
Construction	2,335		2,861		(18.4)	%	(17.8)	%
Eliminations and other	—		—
Total Net sales of Industrial Activities	12,931		16,062		(19.5)	%	(19.0)	%
Financial Services	2,031		1,805		12.5	%	14.1	%
Eliminations and other	(2)		28
Total Revenues	$	14,960	$	17,895	(16.4)	%	(15.8)	%


	Nine Months Ended September 30,
(in millions of dollars, except percentages)	2024(1)		2023(1)		$ Change		2024 Adj EBIT Margin		2023 Adj EBIT Margin
Adjusted EBIT by segment:
Agriculture	$	1,226	$	2,001	$	(775)	11.6	%	15.2	%
Construction	151		176		(25)		6.5	%	6.2	%
Unallocated items, eliminations and other	(167)		(205)		38
Total Adjusted EBIT of Industrial Activities	$	1,210	$	1,972	$	(762)	9.4	%	12.3	%

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

Net sales of Industrial Activities were $12,931 million during the nine months ended September 30, 2024, a decline of 19.5% compared to the nine months ended September 30, 2023 (down 19.0% on a constant currency basis). This decline is mainly due to lower shipment volumes on decreased industry demand and dealer inventory unit requirements.

Adjusted EBIT of Industrial Activities was $1,210 million during the nine months ended September 30, 2024, compared to an adjusted EBIT of $1,972 million during the nine months ended September 30, 2023. The decline was primarily due to lower volume on decreased industry demand and unfavorable mix in the Agricultural segment; partially offset by improved purchasing and manufacturing costs, along with a continued reduction in SG&A expenses.

Segment Performance

Agriculture

Net Sales

The following table shows Agriculture net sales by geographic region for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

Agriculture Sales—by geographic region


	Nine Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change
North America	$	4,583	$	5,167	(11.3)	%
Europe, Middle East and Africa	3,214		4,225		(23.9)	%
South America	1,623		2,410		(32.7)	%
Asia Pacific	1,176		1,399		(15.9)	%
Total	$	10,596	$	13,201	(19.7)	%

Agriculture's net sales totaled $10,596 million in the nine months ended September 30, 2024, a decline of 19.7% compared to the nine months ended September 30, 2023 (down 19.3% on a constant currency basis) primarily due to lower shipment volumes on decreased industry demand and dealer inventory unit requirements across all regions.

For the nine months ended September 30, 2024 in North America, industry volume was down 14% year-over-year for tractors under 140 HP and down 6% for tractors over 140 HP; combines were down 19%. In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 14% and down 42%, respectively. South America tractor demand was down 12% and combine demand was down 34% continuing the negative trend of the second half of 2023. Asia Pacific tractor demand was down 4% while combine demand was up 12% in the region as a whole.

Adjusted EBIT

Adjusted EBIT was $1,226 million in the nine months ended September 30, 2024, compared to $2,001 million in the nine months ended September 30, 2023. The decrease was driven by lower volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs, along with a continued reduction in SG&A expenses. R&D investments accounted for 5.8% of sales (5.2% in the nine months ended September 30, 2023). Adjusted EBIT margin was 11.6%.

Construction

Net Sales

The following table shows Construction net sales by geographic region for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

Construction Sales—by geographic region


	Nine Months Ended September 30,
(in millions of dollars, except percentages)	2024		2023		% Change
North America	$	1,300	$	1,594	(18.4)	%
Europe, Middle East and Africa	479		650		(26.3)	%
South America	394		425		(7.3)	%
Asia Pacific	162		192		(15.6)	%
Total	$	2,335	$	2,861	(18.4)	%

Construction's net sales totaled $2,335 million in the nine months ended September 30, 2024, a decline of 18.4% compared to the nine months ended September 30, 2023 (down 17.8% on a constant currency basis), due to lower volume across all regions driven mainly by lower market demand.

In the nine months ended September 30, 2024 global industry volume for construction equipment decreased 1% year-over-year for Heavy construction equipment; Light construction equipment was down 7%. Aggregated demand decreased 14% in EMEA and decreased 6% in North America, but increased 12% in South America and increased 1% in Asia Pacific.

Adjusted EBIT

Adjusted EBIT was $151 million in the nine months ended September 30, 2024, compared to $176 million in the nine months ended September 30, 2023 as a result of lower volumes, mostly offset by improved purchasing and manufacturing costs, along with lower SG&A expenses. Adjusted EBIT margin was 6.5%.

Financial Services Performance

Finance, Interest and Other Income

Revenues of Financial Services were $2,031 million in the nine months ended September 30, 2024, up 12.5% compared to the nine months ended September 30, 2023 (up 14.1% on a constant currency basis), due to favorable volumes in all regions except EMEA and higher yields in all regions, except South America, partially offset by lower used equipment sales due to decreased operating lease maturities.

Net Income

Net income of Financial Services was $287 million in the nine months ended September 30, 2024, an increase of $29 million compared to the nine months ended September 30, 2023, primarily due to favorable volumes in all regions except EMEA, margin improvement in all regions except Asia Pacific, and a favorable effective tax rate due to Argentina inflation adjustment in the current year; partially offset by increased risk costs due to higher aged delinquencies in South America, increased specific reserve needs in North America and lower used equipment sales from less operating lease maturities.

In the nine months ended September 30, 2024, retail loan originations, including unconsolidated joint ventures, were $8.2 billion, up $0.1 billion compared to 2023 (up $0.2 billion on a constant currency basis). The managed portfolio, including unconsolidated joint ventures, was $29.0 billion as of September 30, 2024 (of which retail was 67% and wholesale 33%), up $2.2 billion compared to September 30, 2023 (up $2.2 billion on a constant currency basis).

Reconciliation of Net Income (Loss) to Adjusted EBIT

The following table includes the reconciliation of Adjusted EBIT, a non-GAAP financial measure, to net income, the most comparable U.S. GAAP financial measure:


	Nine Months Ended September 30,
(in millions of dollars)	2024(1)		2023(1)
Agriculture	$	1,226	$	2,001
Construction	151		176
Unallocated items, eliminations and other	(167)		(205)
Total Adjusted EBIT of Industrial Activities	1,210		1,972
Financial Services Net income (loss)	287		258
Financial Services Income Taxes	55		89
Interest expense of Industrial Activities, net of interest income and eliminations	(114)		(36)
Foreign exchange gains (losses), net of Industrial Activities	(12)		(27)
Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities(2)	(2)		2
Restructuring expense of Industrial Activities	(93)		(8)
Other discrete items(3)	(1)		(10)
Income (loss) before taxes	1,330		2,240
Income tax (expense) benefit	(247)		(536)
Net income (loss)	$	1,083	$	1,704

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(2) In the nine months ended September 30, 2024 and 2023, this item includes the pre-tax gain of $18 million as a result of the amortization over the 4 years of the $101 million positive impact from the 2021 U.S. healthcare plan modification.

(3) In the nine months ended September 30, 2024, this item includes a gain of $14 million for a fair value adjustment related to an investment in unconsolidated subsidiary. offset by a loss of $15 million on the sale of certain non-core product lines. In the nine months ended September 30, 2023 this item included a gain of $13 million in relation to the fair value remeasurement of Augmenta and Bennamann, offset by a $23 million loss on the sale of CNH Industrial Russia and CNH Capital Russia.

Supplemental Information

The operations, key financial measures, and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses; therefore, management believes that certain supplemental disclosures are important in understanding the consolidated operations and financial results of CNH. This supplemental information does not purport to represent the operations of each group as if each group were to operate on a standalone basis. This supplemental data includes:

Industrial Activities—The financial information captioned “Industrial Activities” reflects the consolidation of all majority-owned subsidiaries except for the Financial Services business.

Financial Services—The financial information captioned “Financial Services” reflects the consolidation or combination of the Financial Services business.


	Statement of Operations
	Three Months Ended September 30, 2024									Three Months Ended September 30, 2023
(in millions of dollars)	Industrial Activities(2)		Financial Services		Eliminations			Consolidated		Industrial Activities(1)(2)		Financial Services		Eliminations			Consolidated
Revenues
Net sales	$	3,997	$	—	$	—		$	3,997	$	5,332	$	—	$	—		$	5,332
Finance, interest and other income	27		659		(29)		(3)	657		49		653		(48)		(3)	654
Total Revenues	4,024		659		(29)			4,654		5,381		653		(48)			5,986
Costs and Expenses
Cost of goods sold	3,130		—		—			3,130		4,059		—		—			4,059
Selling, general & administrative expenses	313		113		—			426		398		64		—			462
Research and development expenses	221		—		—			221		266		—		—			266
Restructuring expenses	12		—		—			12		5		—		—			5
Interest expense	63		344		(29)		(4)	378		59		335		(48)		(4)	346
Other, net	11		116		—			127		47		139		—			186
Total Costs and Expenses	3,750		573		(29)			4,294		4,834		538		(48)			5,324
Income of Consolidated Group before Income Taxes	274		86		—			360		547		115		—			662
Income tax expense	(62)		(13)		—			(75)		(137)		(34)		—			(171)
Equity in income of unconsolidated subsidiaries and affiliates	20		5		—			25		44		5		—			49
Net income (loss)	$	232	$	78	$	—		$	310	$	454	$	86	$	—		$	540

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(2) Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

(3) Eliminations of Financial Services' interest income earned from Industrial Activities.

(4) Eliminations of Industrial Activities' interest expense to Financial Services.


	Statement of Operations
	Nine Months Ended September 30, 2024									Nine Months Ended September 30, 2023
(in millions of dollars)	Industrial Activities(2)		Financial Services		Eliminations			Consolidated		Industrial Activities(1) (2)		Financial Services		Eliminations			Consolidated
Revenues
Net sales	$	12,931	$	—	$	—		$	12,931	$	16,062	$	—	$	—		$	16,062
Finance, interest and other income	98		2,031		(100)		(3)	2,029		153		1,805		(125)		(3)	1,833
Total Revenues	13,029		2,031		(100)			14,960		16,215		1,805		(125)			17,895
Costs and Expenses
Cost of goods sold	10,027		—		—			10,027		12,133		—		—			12,133
Selling, general & administrative expenses	1,029		269		—			1,298		1,219		166		—			1,385
Research and development expenses	686		—		—			686		766		—		—			766
Restructuring expenses	93		1		—			94		8		—		—			8
Interest expense	212		1,078		(100)		(4)	1,190		189		877		(125)		(4)	941
Other, net	94		355		—			449		109		427		—			536
Total Costs and Expenses	12,141		1,703		(100)			13,744		14,424		1,470		(125)			15,769
Income of Consolidated Group before Income Taxes	888		328		—			1,216		1,791		335		—			2,126
Income tax expense	(192)		(55)		—			(247)		(447)		(89)		—			(536)
Equity in income of unconsolidated subsidiaries and affiliates	100		14		—			114		102		12		—			114
Net income (loss)	$	796	$	287	$	—		$	1,083	$	1,446	$	258	$	—		$	1,704

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(3) Eliminations of Financial Services' interest income earned from Industrial Activities.

(4) Eliminations of Industrial Activities' interest expense to Financial Services.


	Balance Sheets
	September 30, 2024									December 31, 2023
(in millions of dollars)	Industrial Activities(1)		Financial Services		Eliminations			Consolidated		Industrial Activities(1) (2)		Financial Services		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	1,358	$	443	$	—		$	1,801	$	3,532	$	790	$	—		$	4,322
Restricted cash	98		551		—			649		96		627		—			723
Trade receivables, net	215		6		(9)		(3)	212		136		9		(12)		(3)	133
Financing receivables, net	267		24,316		(521)		(4)	24,062		393		24,539		(683)		(4)	24,249
Financial receivables from Iveco Group N.V.	164		110		—			274		302		78		—			380
Inventories, net	5,886		44		—			5,930		5,522		23		—			5,545
Property, plant and equipment, net	1,979		1		—			1,980		1,912		1		—			1,913
Investments in unconsolidated subsidiaries and affiliates	394		138		—			532		356		123		—			479
Equipment under operating leases	48		1,358		—			1,406		39		1,378		—			1,417
Goodwill, net	3,475		140		—			3,615		3,473		141		—			3,614
Other intangible assets, net	1,228		23		—			1,251		1,266		26		—			1,292
Deferred tax assets	904		165		(112)		(5)	957		933		181		(135)		(5)	979
Derivative assets	61		112		(14)		(6)	159		48		104		(16)		(6)	136
Other assets	1,265		125		(185)		(3)	1,205		1,149		119		(183)		(3)	1,085
Total Assets	$	17,342	$	27,532	$	(841)		$	44,033	$	19,157	$	28,139	$	(1,029)		$	46,267
Liabilities and Equity
Debt	$	4,675	$	23,281	$	(656)	(4)	$	27,300	$	4,433	$	23,721	$	(828)	(4)	$	27,326
Financial payables from Iveco Group N.V.	3		45		—			48		6		140		—			146
Trade payables	2,288		130		(9)		(3)	2,409		3,424		198		(11)		(3)	3,611
Deferred tax liabilities	36		112		(112)		(5)	36		35		135		(135)		(5)	35
Pension, postretirement and other postemployment benefits	444		6		—			450		471		5		—			476
Derivative liabilities	100		59		(14)		(6)	145		116		116		(16)		(6)	216
Other liabilities	4,959		967		(50)		(3)	5,876		5,311		1,035		(39)		(3)	6,307
Total Liabilities	12,505		24,600		(841)			36,264		13,796		25,350		(1,029)			38,117
Redeemable noncontrolling interest	57		—		—			57		54		—		—			54
Equity	4,780		2,932		—			7,712		5,307		2,789		—			8,096
Total Liabilities and Equity	$	17,342	$	27,532	$	(841)		$	44,033	$	19,157	$	28,139	$	(1,029)		$	46,267

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(3) Eliminations of primarily receivables/payables between Industrial Activities and Financial Services.

(4) Eliminations of financing receivables/payables between Industrial Activities and Financial Services.

(5) Reclassification of deferred tax assets/liabilities in the same jurisdiction and reclassification needed for appropriate consolidated presentation.

(6) Elimination of derivative assets/liabilities between Industrial Activities and Financial Services.


	Consolidated Statements of Cash Flows
	Nine Months Ended September 30, 2024									Nine Months Ended September 30, 2023
(in millions of dollars)	Industrial Activities(2)		Financial Services		Eliminations			Consolidated		Industrial Activities(1)(2)		Financial Services		Eliminations			Consolidated
Cash Flows from Operating Activities
Net income (loss)	$	796	$	287	$	—		$	1,083	$	1,446	$	258	$	—		$	1,704
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation and amortization expense excluding assets under operating lease	312		3		—			315		273		3		—			276
Depreciation and amortization expense of assets under operating lease	6		133		—			139		6		134		—			140
(Gain) loss from disposal of assets, net	7		—		—			7		21		—		—			21
Undistributed income of unconsolidated subsidiaries	88		(14)		(105)		(3)	(31)		(47)		(12)		(4)		(3)	(63)
Other non-cash items, net	45		231		—			276		73		63		—			136
Changes in operating assets and liabilities:
Provisions	54		(2)		—			52		617		1		—			618
Deferred income taxes	17		(48)		—			(31)		(271)		(48)		—			(319)
Trade and financing receivables related to sales, net	(81)		565		(2)		(4)	482		(25)		(1,582)		5		(4)	(1,602)
Inventories, net	(468)		212		—			(256)		(1,722)		279		—			(1,443)
Trade payables	(1,154)		(65)		2		(4)	(1,217)		(56)		(40)		(5)		(4)	(101)
Other assets and liabilities	(507)		(36)		—			(543)		(174)		199		—			25
Net cash provided (used) by operating activities	(885)		1,266		(105)			276		141		(745)		(4)			(608)
Cash Flows from Investing Activities
Additions to retail receivables	—		(5,917)		—			(5,917)		—		(5,689)		—			(5,689)
Collections of retail receivables	—		4,840		—			4,840		—		4,308		—			4,308
Proceeds from sale of asset, excluding assets sold under operating leases	1		—		—			1		1		—		—			1
Expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease	(329)		(1)		—			(330)		(397)		(4)		—			(401)
Expenditures for assets under operating lease	(27)		(354)		—			(381)		(26)		(358)		—			(384)
Other, net	206		(195)		(1)			10		460		(441)		104			123
Net cash provided (used) by investing activities	(149)		(1,627)		(1)			(1,777)		38		(2,184)		104			(2,042)
Cash Flows from Financing Activities
Proceeds from long-term debt	1,916		11,178		—			13,094		—		7,510		—			7,510
Payments of long-term debt	(1,855)		(10,354)		—			(12,209)		(1,002)		(5,476)		—			(6,478)
Net increase (decrease) in other financial liabilities	165		(757)		—			(592)		225		705		—			930
Dividends paid	(600)		(105)		105		(3)	(600)		(531)		(4)		4		(3)	(531)
Purchase of treasury stock and other	(689)		(1)		1			(689)		(224)		104		(104)			(224)
Net cash provided (used) by financing activities	(1,063)		(39)		106			(996)		(1,532)		2,839		(100)			1,207
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash	(75)		(23)		—			(98)		1		(2)		—			(1)
Net increase (decrease) in cash and cash equivalents	(2,172)		(423)		—			(2,595)		(1,352)		(92)		—			(1,444)
Cash and cash equivalents, beginning of year	3,628		1,417		—			5,045		3,960		1,169		—			5,129
Cash and cash equivalents, end of period	$	1,456	$	994	$	—		$	2,450	$	2,608	$	1,077	$	—		$	3,685

(1) See Note 20 Immaterial Revision of Prior Period Financial Statements.

(3) This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash used in operating activities.

(4) This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.

B. CRITICAL ACCOUNTING ESTIMATES

See our critical accounting estimates discussed in Part II, Item 7. Management's Discussion and Analysis of Financial Condition—Critical Accounting Estimates of our 2023 Annual Report. There have been no material changes to these estimates.

C. LIQUIDITY AND CAPITAL RESOURCES

The following discussion of liquidity and capital resources principally focuses on our consolidated statement of cash flows and our consolidated statement of financial position. Our operations are capital intensive and subject to seasonal variations in financing requirements for dealer receivables and dealer and company inventories. Whenever necessary, funds from operating activities are supplemented from external sources. CNH focuses on cash preservation and leveraging its good access to funding in order to maintain solid financial strength and liquidity.

Cash Flow Analysis

At September 30, 2024, Cash and cash equivalents and Restricted cash were $2,450 million, a decrease of $2,595 million from $5,045 million at December 31, 2023, primarily due to operating activity cash absorption, the share buyback program, dividends paid, receivable portfolio absorption, and investments in fixed assets, partially offset by an increase in external borrowing to support working capital requirements.

At September 30, 2024, Cash and cash equivalents were $1,801 million ($4,322 million at December 31, 2023) and Restricted cash was $649 million ($723 million at December 31, 2023), respectively. Undrawn medium-term unsecured committed facilities were $5,215 million ($5,945 million at December 31, 2023). At September 30, 2024, the aggregate of Cash and cash equivalents, Restricted cash, undrawn medium-term unsecured committed facilities, and net financial receivables from Iveco Group which we consider to constitute our principal liquid assets (or "available liquidity"), totaled $7,891 million ($11,224 million at December 31, 2023). At September 30, 2024, this amount also included $226 million net financial receivables from Iveco Group ($234 million net financial receivables at December 31, 2023) consisting of net financial receivables mainly towards Financial Services of Iveco Group.

Net Cash from Operating Activities

Cash provided by operating activities in the nine months ended September 30, 2024 totaled $276 million and primarily comprised the following elements:

▪$1,083 million net income;

▪plus $454 million in non-cash charges for depreciation and amortization ($315 million excluding equipment on operating leases);

▪less change in working capital of $1,534 million.

In the nine months ended September 30, 2023, net cash used in operating activities was $608 million primarily as a result of $3,121 million change in working capital and $319 million change in deferred income taxes, partially offset by $1,704 million in net income, $618 million change in provisions, $416 million in non-cash charges for depreciation and amortization.

Net Cash from Investing Activities

Net cash used in investing activities was $1,777 million in the nine months ended September 30, 2024 and was primarily due to net additions to retail receivables ($1,077 million), expenditures for assets under operating leases ($381 million), and expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease ($330 million).

Net cash used in investing activities was $2,042 million in the nine months ended September 30, 2023 and was primarily due to additions to retail receivables ($1,381 million), expenditures for assets under operating leases ($384 million), expenditures for property, plant and equipment and intangible assets, net of assets under operating lease ($401 million).

Net Cash from Financing Activities

Net cash used in financing activities was $996 million in the nine months ended September 30, 2024 and was primarily due to the shares buyback program and dividends paid, partially offset by $293 million increase in external borrowings to support working capital requirements.

Net cash provided by financing activities was $1,207 million in the nine months ended September 30, 2023 and was primarily due to an increase in external borrowings to support working capital requirements and an increase to our Financial Services portfolio, partially offset by dividends paid.

A summary of total debt as of September 30, 2024 and December 31, 2023 is as follows (in millions of dollars):


	September 30, 2024						December 31, 2023
	Industrial Activities		Financial Services		Total		Industrial Activities		Financial Services		Total
Total bonds	$	4,033	$	5,703	$	9,736	$	3,986	$	5,170	$	9,156
Asset-backed debt	—		12,009		12,009		—		11,716		11,716
Other debt	379		5,176		5,555		146		6,308		6,454
Intersegment debt	263		393		—		301		527		—
Total Debt	4,675		23,281		27,300		4,433		23,721		27,326
Financial payables to Iveco Group	3		45		48		6		140		146
Total Debt (including Financial payables to Iveco Group)	$	4,678	$	23,326	$	27,348	$	4,439	$	23,861	$	27,472

A summary of issued bonds outstanding as of September 30, 2024 is as follows (in millions of dollars, except percentages):


	Currency	Face value of outstanding bonds	Coupon		Maturity	Outstanding amount
Industrial Activities
Euro Medium Term Notes:
CNH Industrial Finance Europe S.A. (1)	EUR	650	1.750	%	September 12, 2025	727
CNH Industrial Finance Europe S.A. (1)	EUR	100	3.500	%	November 12, 2025	112
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.875	%	January 19, 2026	560
CNH Industrial Finance Europe S.A. (1)	EUR	600	1.750	%	March 25, 2027	672
CNH Industrial Finance Europe S.A. (1)	EUR	50	3.875	%	April 21, 2028	56
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.625	%	July 3, 2029	560
CNH Industrial Finance Europe S.A. (1)	EUR	50	2.200	%	July 15, 2039	56
CNH Industrial N.V. (1)	EUR	750	3.750	%	June 11, 2031	840
Other Bonds:
CNH Industrial N.V. (2)	USD	500	3.850	%	November 15, 2027	500
Hedging effects, bond premium/discount, and unamortized issuance costs						(50)
Total Industrial Activities						$	4,033
Financial Services
CNH Industrial Capital LLC	USD	500	3.950	%	May 23, 2025	500
CNH Industrial Capital LLC	USD	400	5.450	%	October 14, 2025	400
CNH Industrial Capital LLC	USD	500	1.875	%	January 15, 2026	500
CNH Industrial Capital LLC	USD	600	1.450	%	July 15, 2026	600
CNH Industrial Capital LLC	USD	600	4.550	%	April 10, 2028	600
CNH Industrial Capital LLC	USD	500	5.500	%	January 12, 2029	500
CNH Industrial Capital LLC	USD	600	5.100	%	April 20, 2029	600
CNH Industrial Capital Australia Pty Ltd.	AUD	500	5.400% 5.800%		2026/2027	346
CNH Industrial Capital Canada Ltd	CAD	300	1.500	%	October 1, 2024	222
CNH Industrial Capital Canada Ltd	CAD	400	5.500	%	August 11, 2026	296
CNH Industrial Capital Canada Ltd	CAD	400	4.800	%	March 25, 2027	296
CNH Industrial Capital Argentina SA	USD	107	0.000% 7.500%		2025/2026	107
Banco CNH Industrial Capital S.A.	BRL	4,065	11.260% 12.850%		2024/2028	750
Hedging effects, bond premium/discount, and unamortized issuance costs						(14)
Total Financial Services						$	5,703

(1) Bond listed on the Irish Stock Exchange.

(2) Bond listed on the New York Stock Exchange.

The calculation of Net Debt as of September 30, 2024 and December 31, 2023 and the reconciliation of Total Debt, the U.S. GAAP financial measure that we believe to be most directly comparable to Net Debt are shown below (in millions of dollars):


	Consolidated				Industrial Activities				Financial Services
	September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Third party (debt)	$	(27,300)	$	(27,326)	$	(4,412)	$	(4,132)	$	(22,888)	$	(23,194)
Intersegment notes payable	—		—		(263)		(301)		(393)		(527)
Financial payables to Iveco Group N.V.	(48)		(146)		(3)		(6)		(45)		(140)
Total Debt(1)	(27,348)		(27,472)		(4,678)		(4,439)		(23,326)		(23,861)
Cash and cash equivalents	1,801		4,322		1,358		3,532		443		790
Restricted cash	649		723		98		96		551		627
Intersegment notes receivable	—		—		393		527		263		301
Financial receivables from Iveco Group N.V.	274		380		164		302		110		78
Other current financial assets(2)	—		—		—		—		—		—
Derivatives hedging debt	(2)		(41)		(22)		(34)		20		(7)
Net Cash/(Debt)(3)	$	(24,626)	$	(22,088)	$	(2,687)	$	(16)	$	(21,939)	$	(22,072)

(1) Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $263 million and $301 million as of September 30, 2024 and December 31, 2023, respectively. Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $393 million and $527 million as of September 30, 2024 and December 31, 2023, respectively.

(2) This item includes short-term deposits and investments towards high-credit rating counterparties.

(3) The net intersegment receivable/(payable) balance recorded by Financial Services relating to Industrial Activities was $(130) million and $(226) million as of September 30, 2024 and December 31, 2023, respectively.

Excluding positive exchange rate differences of $302 million, Net Debt at September 30, 2024 increased by $2,840 million compared to December 31, 2023, mainly reflected by net operating cash flow from Industrial Activities of $(885) million, investments in property, plant, & equipment, intangibles, and operating lease assets from industrial activities of $(356) million, the increase in portfolio receivables of Financial Services of $340 million, and the cash out of $1,289 million related to the share buyback program and dividends paid.

Available committed unsecured facilities expiring after twelve months amounted to approximately $5.2 billion at September 30, 2024 ($5.9 billion at December 31, 2023). Total committed secured facilities expiring after twelve months amounted to approximately $3.6 billion at September 30, 2024 ($3.7 billion at December 31, 2023), of which $1.3 billion was available at September 30, 2024 ($3.7 billion at December 31, 2023 was utilized).

With the liquidity position at the end of September 2024 and the demonstrated access to the financial markets, CNH believes that its cash and cash equivalents, access to credit facilities and cash flows from future operations will be adequate to fund its known cash needs.

In April 2024, the Company terminated its five-year committed revolving credit facility dated March 18, 2019 (as amended and restated on December 10, 2021) and entered into a new five-year committed revolving credit facility for €3.25 billion, with a Company option to increase the principal amount by up to an additional €500 million on the terms set forth in the credit facility. The credit facility is due to mature in 2029 or such later date as may be extended pursuant to the two extension options of 1-year each which are available to the Company on the terms set forth in the credit facility.

The credit facility contains customary covenants (including a negative pledge, a status (or pari passu) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries) and customary events of default, some of which are subject to minimum thresholds and customary mitigants (including cross acceleration provisions, failure to pay amounts due or to comply with certain provisions under the loan agreement and the occurrence of certain bankruptcy-related events) and mandatory prepayment obligations upon a change in control of the Company.

In June 2024, CNH Industrial N.V. issued Euro 750 million of 3.75% notes due June 11, 2031 with an issue price of 99.168% of their principal amount.

Please refer to “Note 10: Debt” in our 2023 Form 10-K for more information related to our debt and credit facilities.

Contingencies

As a global company with a diverse business portfolio, CNH is exposed to numerous legal risks, including legal proceedings, claims and governmental investigations, particularly in the areas of product liability (including asbestos-related liability), product performance, emissions and fuel economy, retail and wholesale credit, competition and antitrust law, intellectual property matters (including patent infringement), disputes with dealers and suppliers and service providers, environmental risks, and tax and employment matters. For more information, please refer to the information presented in “Note 16: Commitments and Contingencies” to our consolidated financial statements.

The Company has been responding to subpoenas issued by the Securities and Exchange Commission (the “SEC”) requesting information and documents relating to our revenue recognition and sales practices. The Company is cooperating with the SEC’s inquiry and continues to provide responsive documents and information. The Company is unable to predict with certainty what action, if any, might be taken in the future by the SEC or any other governmental authority as a result of these requests.

SAFE HARBOR STATEMENT

This Quarterly Report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact contained in this filing, including competitive strengths; business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss) per share, capital expenditures, dividends, liquidity, capital structure or other financial items; costs; and plans and objectives of management regarding operations and products, are forward-looking statements. Forward-looking statements also include statements regarding the future performance of CNH and its subsidiaries on a standalone basis. These statements may include terminology such as “may”, “will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”, “objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize (or they occur with a degree of severity that the Company is unable to predict) or other assumptions underlying any of the forward-looking statements prove to be incorrect, including any assumptions regarding strategic plans, the actual results or developments may differ materially from any future results or developments expressed or implied by the forward-looking statements.

Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among others: economic conditions in each of our markets, including the significant uncertainty caused by geopolitical events; production and supply chain disruptions, including industry capacity constraints, material availability, and global logistics delays and constraints; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs; volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety or other aspects of our products; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities and material price increases; housing starts and other construction activity; our ability to obtain financing or to refinance existing debt; price pressure on new and used equipment; the resolution of pending litigation and investigations on a wide range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, and emissions and/or fuel economy regulatory and contractual issues; security breaches, cybersecurity attacks, technology failures, and other disruptions to the information technology infrastructure of CNH and its suppliers and dealers; security breaches with respect to our products; our pension plans and other post-employment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including pandemics (such as the COVID-19 pandemic), terrorist attacks in Europe and elsewhere; the remediation of a material weakness; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations; our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.

Forward-looking statements are based upon assumptions relating to the factors described in this filing, which are sometimes based upon estimates and data received from third parties. Such estimates and data are often revised. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH’s control. CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

Further information concerning CNH, including factors that potentially could materially affect its financial results, is included in the Company’s reports and filings with the U.S. Securities and Exchange Commission ("SEC").

All future written and oral forward-looking statements by CNH or persons acting on the behalf of CNH are expressly qualified in their entirety by the cautionary statements contained herein or referred to above.

Additional factors could cause actual results to differ from those expressed or implied by the forward-looking statements included in the Company’s filings with the SEC (including, but not limited to, the factors discussed in our 2023 Annual Report and subsequent quarterly reports).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Part II, Item 7A of our 2023 Annual Report. There has been no material change in this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation of our disclosure controls and procedures as of September 30, 2024, our disclosure controls and procedures were effective as of September 30, 2024.

Previously Identified Material Weakness in Internal Control over Financial Reporting

As previously disclosed in our 2023 Annual Report. management identified control deficiencies related to the design and implementation of information technology (IT) general controls in the areas of user access limits and segregation of duties related to multiple enterprise resource planning (ERP) applications that resulted in a material weakness.

Management's Remediation of the Previously Identified Material Weakness

In response to the identified material weakness, we, with the oversight of the Audit Committee of the Board of Directors, took actions to remediate the material weakness in internal control over financial reporting. Such remediation actions included the design, implementation, and testing of the following new and updated controls, processes and procedures:

1.We enhanced our IT general controls framework that addresses risks associated with user access and security, application change management and IT operations.

a.Management performed review of all users with privileged access, validated as appropriate and corrected user access when inappropriate.

b.Management performed look-back review of actions taken by users identified with inappropriate access to assure no actions were taken by the user that would be deemed inappropriate.

c.Designed a new control to review privileged access as a continuous monitoring procedure.

d.Management has redesigned and enhanced controls around the usage and monitoring of the firecall accounts.

2.We implemented compensating controls and provided focused training for control owners to help sustain effective control operations relating to segregation of duties to strengthen user access controls and security.

As a result of the remediation activities and implementation of the new controls described above, we have remediated the material weakness as of September 30, 2024.

Changes in Internal Control over Financial Reporting

As described above, the Company has taken steps to remediate the material weakness noted above. Other than in connection with these remediation steps, there have been no changes in our internal control over financial reporting during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to

the costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See “Note 16: Commitments and Contingencies” to our consolidated financial statements.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our 2023 Annual Report on Form 10-K (Part I, Item 1A). The risks described in our 2023 Annual Report, and in the "Safe Harbor Statement" within this report are not the only risks faced by us. Additional risks and uncertainties not currently known, or that are currently judged to be immaterial, may also materially affect our business, financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In February 2024, the Company’s Board of Directors authorized a $500 million share buyback program under which the Company may repurchase its common shares in the open market or through privately negotiated or other transactions, including at the Company’s election trading plans under Rule 10b5-1 under the Securities Exchange Act of 1934 depending on share price, market conditions and other factors.

The Company’s purchases of its common shares under its buyback programs during the three months ended September 30, 2024, were as follows:


Period	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Average Price Paid per Share ($)	Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($)
7/1/2024 - 7/31/2024	2,722,134	9.83	383,295,571
8/1/2024 - 8/31/2024	845,469	9.98	374,859,506
9/1/2024 - 9/30/2024	1,233,269	10.17	362,319,506
Total	4,800,872		362,319,506

ITEM 3. DEFAULT UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS
Exhibit Number						Description
3.1						Articles of Association of CNH Industrial N.V., dates September 29, 2013 (Previously filed as Exhibit 1.1 to the Annual Report on Form 20-F of the registrant for the year ended December 31, 2014 (File No. 001-36085) and incorporated herein by reference).

31.1						Certification of Chief Executive Officer of CNH Industrial NV, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer of CNH Industrial NV, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer of CNH Industrial NV and Chief Financial Officer of CNH Industrial NV, as required pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular any warranties or representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt have not been filed. The registrant will furnish copies thereof to the SEC upon request.

SIGNATURES

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


									CNH INDUSTRIAL N.V.

									/s/ GERRIT MARX
									Gerrit Marx
									Chief Executive Officer


									/s/ ODDONE INCISA
									Oddone Incisa
									Chief Financial Officer
November 12, 2024

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