CNH 10-K & 10-Q changes, risk factors and insider trading
CNH Industrial N.V. · NYSE · Construction Machinery & Equip · CIK 1567094 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “SUMMARY RISK FACTORS”
New heading “•Global economic conditions, including the agricultural market business cycle, impact our businesses.”
New heading “•We are exposed to political, economic, trade and other risks beyond our control as a result of operating a global business.”
New heading “▪International trade policies may impact demand for our products and our competitive position.”
New heading “•Reduced demand for equipment would reduce our sales and profitability.”
New heading “•Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations.”
New heading “•Changes in government monetary or fiscal policies may negatively impact our results.”
New heading “•Our future performance depends on our ability to innovate and on market acceptance of new or existing products.”
New heading “•If we are unable to deliver precision technology solutions to our customers, it could materially adversely affect our performance.”
New heading “•We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.”
New heading “•We may not realize all of the anticipated benefits from our business improvement and cost reduction initiatives.”
New heading “•We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations.”
New heading “•Our business may be affected by climate-related risks, unfavorable weather conditions or other calamities.”
New heading “•Changes in demand for food and alternative energy sources could impact our revenues.”
New heading “•We depend on suppliers for raw materials, parts and components.”
New heading “•Our existing operations and expansion plans in emerging markets entail significant risks.”
New heading “•Dealer equipment sourcing and inventory management decisions could adversely affect our sales.”
New heading “•Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations.”
New heading “•We face risks associated with our employment relationships.”
New heading “•Our ability to execute our strategy depends upon our ability to attract, develop and retain qualified personnel.”
New heading “•Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.”
New heading “•Our information technology systems may be susceptible to cybersecurity threats, failures, and other disruptions.”
New heading “•Unauthorized access to, or manipulation of, our connected products could diminish customer confidence and result in potential legal or financial exposure.”
New heading “•Technical or regulatory limitations may impact our ability to develop and deploy advanced automation, autonomy, and artificial intelligence.”
New heading “•Disruptions or failures in our technology systems could adversely affect our business.”
New heading “•We are subject to increasingly stringent and evolving laws that impose significant compliance costs.”
New heading “•We are subject to extensive laws and regulations, the violation of which could expose CNH to potential liabilities, increased costs and other adverse effects. .”
New heading “•Changes in privacy laws could disrupt our business.”
New heading “•New regulations or changes in financial services regulations could adversely impact us.”
New heading “•Difficulty in obtaining financing or refinancing existing debt could impact our financial performance.”
New heading “•We are subject to exchange rate fluctuations, interest rate changes and other market risks.”
New heading “•Because Financial Services provides financing for a significant portion of our sales worldwide, our operations and financial results could be impacted materially should negative economic conditions affect the financial services industry.”
New heading “•An increase in delinquencies or repossessions could adversely affect the results of Financial Services.”
New heading “•We may be exposed to shortfalls in our pension plans.”
New heading “•We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.”
New heading “•Restrictive covenants in our debt agreements could limit our financial and operating flexibility.”
New heading “•CNH Industrial N.V. operates, and intends to continue to operate, as a company that is resident in the U.K. for tax purposes; other tax authorities may treat CNH Industrial N.V. as being tax resident elsewhere.”
New heading “•The Company could be characterized as a PFIC for U.S. federal income tax purposes”
New heading “•We may incur additional tax expense or become subject to additional tax exposure.”
New heading “•The loyalty voting program may affect the liquidity of our common shares and reduce our share price.”
New heading “•The loyalty voting program may prevent or frustrate attempts by our shareholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower as a result”
New heading “CYBERSECURITY AND DIGITAL RISKS”
New heading “Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.”
New heading “Our information technology systems may be susceptible to cybersecurity threats, failures, and other disruptions.”
Largest changes
see in full comparisonWe are also subject to regulation and oversight by securities regulatory authorities in the Netherlands and the United States. As of June 30, 2024, we determined that CNH no longer qualifies as a foreign private issuer, as defined under the Exchange Act. As a result, effective as of January 1, 2025, the Company is no longer eligible to use the rules designed for foreign private issuers and is subject to additional reporting requirements and other standards applicable to U.S. domestic issuers. These additional obligations may increase the cost for ensuring compliance with the applicable reporting requirements and may subject us to an enhanced risk of regulatory investigations and private litigation. The ultimate outcome of these legal matters pending against us is uncertain, and although such legal matters are not expected individually to have a material adverse effect on our financial position or profitability, such legal matters could, in the aggregate, in the event of unfavorable resolutions thereof, have a material adverse effect on our results of operations and financial condition.Furthermore, we could in the future be subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period. In addition, while we maintain insurance coverage with respect to certain risks, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against claims under such policies. We establish reserves based on our assessment of contingencies, including contingencies related to legal claims asserted against us. Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments that exceed our reserves, which could have a material adverse effect on our results of operations and/or financial position. For further information see“"Note 15: Commitments and Contingencies”" to theconsolidatedConsolidatedfinancialFinancialstatementsStatements for the year ended December 31,2024, for additional information.2025.
“If we fail to effectively remediate any material weakness in our internal control over financial reporting, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may be unable to accurately or timely report our financial condition or results of operations. We also could become subject to sanctions or investigations by the securities exchange on which our common shares are listed, the SEC or other regulatory authorities. …”see in full comparison
“International trade policies may impact demand for our products and our competitive position. International trade developments or changes in national laws and policies can affect demand for our products and our competitive position. …”see in full comparison
“A cybersecurity breach could interfere with our operations, compromise confidential information, negatively impact our corporate reputation and expose us to liability. We rely upon information technology systems and networks, some of which are managed by third parties, in connection with a variety of our business activities. These systems include supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of our products and from customers of our financial services business, and connectivity services with and among equipment. …”see in full comparison
“Despite our implementation of preventive and detective security controls, our IT networks and those of our partners have been, and may continue to be, targeted by increasingly sophisticated cyber threats, including malware, ransomware, phishing attempts, supply chain compromises, and attempts to breach system security through AI‑enabled attack techniques. …”see in full comparison
“•Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.”see in full comparison
Full comparison: every changed paragraph (127)
Forward-looking statements are not guarantees of future performance. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, and other important information about forward-looking statements are disclosed under Item 1A, “"Risk Factors,”" and Item 7, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")–Cautionary Note on Forward-Looking Statements,”" in this Annual Report on Form 10-K.
The following risks should be considered in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations,Operations", including the risks and uncertainties described in the Forward-Looking Statements and notes"Notes to the consolidatedConsolidated financialFinancial statementsStatements" beginning on page 80.75. The following is a cautionary discussion of risks, uncertaintiesuncertainties, and assumptions that we believe are material to our business. These risks may affect our operating results and, individually or in the aggregate, could cause our actual results to differ materially from past and projected future results. Some of these risks and uncertainties could affect particular lines of business, while others could affect all of our businesses. Although risks are organized by headings, and each risk is discussed separately, many are interrelated. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise. You should, however, consult any subsequent disclosures we make from time to time in materials filed with the SEC.
SUMMARY RISK FACTORS
Our business is subject to a number of risks, including but not limited to:
Strategic risks — macroeconomic cycles, trade and political risks, competitive and innovation challenges, execution of strategic initiatives, and environmental and demand shifts — are material risks that could adversely affect our results of operations, financial condition and cash flows.
•Global economic conditions, including the agricultural market business cycle, impact our businesses.
•We are exposed to political, economic, trade and other risks beyond our control as a result of operating a global business.
▪International trade policies may impact demand for our products and our competitive position.
•Reduced demand for equipment would reduce our sales and profitability.
•Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations.
•Changes in government monetary or fiscal policies may negatively impact our results.
•Our future performance depends on our ability to innovate and on market acceptance of new or existing products.
•If we are unable to deliver precision technology solutions to our customers, it could materially adversely affect our performance.
•We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.
•We may not realize all of the anticipated benefits from our business improvement and cost reduction initiatives.
•We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations.
•Our business may be affected by climate-related risks, unfavorable weather conditions or other calamities.
•Changes in demand for food and alternative energy sources could impact our revenues.
Operational risks include supplier and dealer dependencies, emerging‑market and expansion risks, legal and contingent-liability exposures, and workforce and execution challenges that could materially affect our results.
•We depend on suppliers for raw materials, parts and components.
•Our existing operations and expansion plans in emerging markets entail significant risks.
•Dealer equipment sourcing and inventory management decisions could adversely affect our sales.
•Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations.
•We face risks associated with our employment relationships.
•Our ability to execute our strategy depends upon our ability to attract, develop and retain qualified personnel.
Cybersecurity and digital risks include potential breaches, system failures, vulnerabilities in connected products, and technical or regulatory constraints that could limit the development and deployment of advanced automation, any of which could materially affect operations, data security, and our financial or reputational position.
•Cybersecurity breaches or IT system disruptions could impair operations, compromise data, and result in legal, financial, or reputational harm.
•Our information technology systems may be susceptible to cybersecurity threats, failures, and other disruptions.
•Unauthorized access to, or manipulation of, our connected products could diminish customer confidence and result in potential legal or financial exposure.
•Technical or regulatory limitations may impact our ability to develop and deploy advanced automation, autonomy, and artificial intelligence.
•Disruptions or failures in our technology systems could adversely affect our business.
Compliance risks include evolving regulatory requirements, privacy and financial‑services rule changes, enforcement exposure that could materially affect our financial condition, results and investor confidence.
•We are subject to increasingly stringent and evolving laws that impose significant compliance costs.
•We are subject to extensive laws and regulations, the violation of which could expose CNH to potential liabilities, increased costs and other adverse effects. .
•Changes in privacy laws could disrupt our business.
•New regulations or changes in financial services regulations could adversely impact us.
Financial and taxation risks — including financing and covenant constraints, market volatility, Financial Services credit concentration, pension funding, high leverage, tax‑residency and passive foreign investment company ("PFIC") exposure — could materially affect our liquidity, results of operations and cash flows.
•Difficulty in obtaining financing or refinancing existing debt could impact our financial performance.
•We are subject to exchange rate fluctuations, interest rate changes and other market risks.
•Because Financial Services provides financing for a significant portion of our sales worldwide, our operations and financial results could be impacted materially should negative economic conditions affect the financial services industry.
•An increase in delinquencies or repossessions could adversely affect the results of Financial Services.
•We may be exposed to shortfalls in our pension plans.
•We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.
•Restrictive covenants in our debt agreements could limit our financial and operating flexibility.
•CNH Industrial N.V. operates, and intends to continue to operate, as a company that is resident in the U.K. for tax purposes; other tax authorities may treat CNH Industrial N.V. as being tax resident elsewhere.
•The Company could be characterized as a PFIC for U.S. federal income tax purposes
•We may incur additional tax expense or become subject to additional tax exposure.
Risks related to our common shares: The loyalty voting program may reduce share liquidity and market value, entrench existing management, deter potential acquirers and increase governance and investor‑relations risks, any of which could negatively affect the market price of our common shares.
•The loyalty voting program may affect the liquidity of our common shares and reduce our share price.
•The loyalty voting program may prevent or frustrate attempts by our shareholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common shares may be lower as a result
These risks should be considered in light of the actions we have taken to strengthen our business model, including targeted cost‑reduction initiatives, supply‑chain transformation programs such as the Strategic Sourcing Program, our company‑wide quality agenda, and maintaining robust liquidity and funding access. While these initiatives do not eliminate the risks described below, they are intended to enhance our resilience through industry cycles and periods of macroeconomic and trade uncertainty.
Global economic conditionsconditions, including the agricultural market business cycle, impact our businesses. Our results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, the cost of commodities or other raw materials, and the imposition of trade tariffs and other countertrade measurespolicies – which exist in the countries and regions in which we operate. Such macroeconomic factors vary from time to time and their effect on our results of operations and financial position cannot be specifically and singularly assessed and/or isolated.
Economic conditions vary across regions and countries, and demand for our products and services generally increases in those regions and countries experiencing economic growth and investment. Slower economic growth or a change in global mix of regions and countries experiencing slower economic growth and investment could have an adverse impact on our business, results of operations and financial condition. In a weaker economic environment, dealers and customers may delay or cancel plans to purchase our products and services and may not be able to fulfill their obligations to us in a timely fashion. In addition, changes in the economic environment could have an adverse impact on our Financial Services customers' ability to service their loans in a timely manner or increase the number of defaults. Our suppliers may also be impacted by economic pressures, which may adversely affect their ability to fulfill their obligations to us or the price or availability of supplies we require. These factors could result in product delays, increased accounts receivable,receivable balances, defaults and inventory challenges. Our success largely depends on the vitality of the agricultural industry. Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors. Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry. The economic health of the agricultural industry is affected by numerous factors, including farm income, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions. Downturns in the agricultural industry due to these and other factors, which could vary by market, have in the past resulted in, and could in the future continue to result in, decreases in demand for agricultural equipment, adversely affecting our performance. In 2024, unfavorable market conditions resulted in lower sales volumes, lower production, lower manufacturing capacity utilization, higher sales discounts, and a higher provision for credit losses. We expect certain of these conditions to persist in fiscal year 2025. Changes in interest rates and the agricultural market business cycle are driven by factors outside of our control, and as a result we cannot reasonably foresee when these conditions will fully subside. If these conditions persist or worsen, it could continue to have an adverse impact on our business, results of operations and financial condition.
Our success largely depends on the vitality of the agricultural industry, which tends to exhibit cyclicality. Negative conditions in the agricultural industry cause weakened demand for our products and services, might limit our access to funding and adversely affect our operating efficiencies. Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors. Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry. The economic health of the agricultural industry is affected by numerous factors, including changes in general economic conditions farm income, farm input costs, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions. Downturns in the agricultural industry due to these and other factors, which could vary by market, have in the past resulted in, and could in the future continue to result in, decreases in demand for agricultural equipment, adversely affecting our performance. Moreover, the unpredictable nature of many of these factors and the resulting volatility in demand make it difficult for us to accurately predict sales and optimize production. This, in turn, can result in higher costs, including inventory carrying costs and underutilized manufacturing capacity. During previous downturns in the agricultural industry, we experienced significant and prolonged declines in our performance, and we expect our business to remain subject to similar market fluctuations in the future.
In 2025, unfavorable market conditions resulted in lower sales volumes, lower production, lower manufacturing capacity utilization, higher sales discounts, and a higher provision for credit losses. We expect certain of these conditions to persist in fiscal year 2026. Changes in interest rates and the agricultural market business cycle are driven by factors outside of our control; however, we are calibrating production, inventory levels, and commercial programs to current conditions and will adjust as markets stabilize.
•changes inin, and uncertainty concerning, laws, regulations and policiespolicies, and particularly changes and uncertainty that affect, among other things:
–International trade in particular jurisdictions, including tariffs, and other counter measures that restrict the import and export of our products, components and raw materials;
▪economic and political instability in the markets in which we operate;
•disruption in the supply of raw materials and components (e.g. as a result of trade regulations, pandemics or sanctions), including rare materials (they might be easily subjected to sudden cost increases due to a variety of factors, including speculative measures or unforeseen political changes);
Further, the continuing war in Ukraine, the Israel-Hamas warUkraine and heightened tensions in the Middle East, including the Red Sea have given rise to regional instability which has in the past, and may in the future continue, to impact our supply chain and operations.
Management's Discussion & Analysis (MD&A)
New heading “2025 Compared to 2024”
New heading “Equity in Income of Unconsolidated Affiliates”
New heading “Reconciliation of Net Debt to Total Debt”
New heading “Other Indefinite-lived Intangible Assets”
Removed heading “Principal Factors Affecting Results”
Removed heading “Revenues on a Constant Currency Basis”
Removed heading “Equity in Income of Unconsolidated Subsidiaries and Affiliates”
Removed heading “Industrial Activities and Business Segments”
Removed heading “Agriculture Sales – by geographic region:”
Removed heading “Construction Sales – by geographic region:”
Removed heading “Financial Services Performance”
Removed heading “2023 Compared to 2022”
Removed heading “Industrial Activities”
Removed heading “Capital Markets”
Removed heading “Credit Facilities”
Removed heading “Asset-Backed Financing”
Removed heading “Repurchase Agreement”
Removed heading “Capital Markets”
Removed heading “Credit Facilities”
Removed heading “Commercial Paper Programs”
Removed heading “Support Agreement in the Interest of CNH Industrial Capital LLC”
Removed heading “Allowance for Obsolete and Slow-moving Inventory”
Removed heading “Recoverability of Long-lived Assets (including Goodwill)”
Largest changes
“CNH Industrial N.V. Senior Notes. In the United States, CNH Industrial N.V has issued notes from time to time. In 2017, CNH Industrial N.V. issued $500 million of notes at an interest rate of 3.850% due November 2027 (the “2027 Notes”) at an issue price of 99.384% of their principal amount. The 2027 Notes are referred to as the “CNH Industrial N.V. Senior Notes” The notes issued under the EMTN (and its predecessor the Global Medium Term Notes Programme) as well as the CNH Industrial N.V. Senior Notes impose covenants and other obligations on CNH Industrial N.V. …”see in full comparison
“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 credit loan agreement, the occurrence of certain bankruptcy-related events) and mandatory prepayment obligations upon a change in control of the Company.”see in full comparison
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 capitalsee in full comparisongoods-relatedgoods related products, particularly as it relates to the agricultural market business cycle; changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capitalgoods-relatedgoods related issues such as agriculture, the environment, debt relief and subsidy program policies, trade, commerce and infrastructure development; government policies on international trade and investment, includingsanctionssanctions, import quotas, capital controls, tariffs andactionsotherafterprotectiverecentmeasuresU.S.issuedelectionsto promote national interests or address foreign competition, which inrespectturntoresultglobalortrade,maytariffs,result in retaliatory tariffs or other measures enacted by affected tradeagreements,partners; volatility in international trade caused by the imposition of tariffs and theuncertaintyrelated impact on cost and prices, which could consequently affect demand of ourabilityproducts,tosanctions,sell products internationally based on these actionsembargoes, andpoliciestrade wars; actions of competitors in the various industries in which we compete; development and use of new technologies (including artificial intelligence) and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions,safetysafety, privacy and data security 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; weather conditions, particularly to the extent it impacts the agricultural industry; 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 otherpost-employmentpostemployment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, includingpandemics (such as the COVID-19 pandemic),pandemics, 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 strategicplan,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.
“The global economy is experiencing volatile disruptions due to a combination of factors, including geopolitical events, shifts in trade and economic policies from the new U.S. presidential administration, change in commodity prices, as well as change in climate conditions. These disruptions have affected the price and availability of certain products and services used in the Company's operations in 2024, and are expected to persist in 2025. …”see in full comparison
“We test goodwill for impairment annually at the reporting unit level and whenever events or circumstances indicate potential impairment. For CNH, indicators include adverse global economic conditions, declines in agricultural or construction equipment demand, commodity price volatility, supply chain disruptions, regulatory or trade policy changes, deterioration in reporting unit financial performance, loss of significant dealer or customer relationships, technological shifts affecting product competitiveness, or decisions to reorganize a reporting unit.”see in full comparison
“Recoverability of Long-lived Assets (including Goodwill)”see in full comparison
Full comparison: every changed paragraph (256)
Overview
CNH is an equipment and services company engaged in the design, production, marketing, sale, and financing of agricultural and construction equipment.
CNH operates across three business segments: Agriculture, Construction and Financial Services. CNH refers to its Agriculture and Construction operations as "Industrial Activities".
We generate revenues and cash flows principally from the sale of equipment to dealers and distributors. Financial Services provides a range of financial products focused on financing the sale and lease of equipment to our dealers and their customers.
Revenues of Industrial Activities are presented net of discounts, allowances, settlement discounts and rebates, as well as costs for sales incentive programs, determined on the basis of historical costs, country by country, and charged against profit for the period in which the corresponding sales are recognized. Our sales incentive programs may include the granting by Financial Services of retail financing at discounts to market interest rates. The corresponding cost to Industrial Activities is recognized at the time of the initial sale and the revenues of Financial Services are recognized on a pro rata basis in order to match the cost of funding.
Principal Factors Affecting Results
Our operating performance is highly correlated to sales volumes, which are influenced by several different factors that vary across our segments.
For our Agriculture segment, the key factors influencing sales are the level of net farm income, which is influenced by commodity prices, and, to a lesser extent, general economic conditions, interest rates and the availability of financing and related subsidy programs. Variations by region and product are also attributable to differences in typical climate and farming calendars, as well as extraordinary weather conditions.
For our Construction segment, sales levels for heavy construction equipment are particularly dependent on the expected level of major infrastructure construction and repair projects, which is a function of expected economic growth and government spending. For light construction equipment, the principal factor influencing demand is the level of residential and commercial construction, remodeling and renovation, which is influenced in turn by interest rates and availability of financing, as well as, in the residential sector, levels of disposable income and, in the commercial sector, the broader economic cycle.
Demand for services and service-related products, including parts, is a function of the nature and extent of the use of the related agricultural and construction equipment. The after-sales market is historically less volatile than the wholegoods market and, therefore, helps reduce the impact on operating results of fluctuations in new sales.
Our cost base principally comprises the cost of raw materials and personnel costs.
Raw material costs are closely linked to commodity markets and largely outside of our control, although we are making a targeted effort to increase procurement and production efficiencies. Historically, we have been able to pass on to our customers most of the increase in the cost of raw materials through increases in product pricing. Nevertheless, even when we are able to do so, there is usually a time lag between an increase in materials cost and a realized increase in product prices and, accordingly, our results are typically adversely affected at least in the short-term until price increases are accepted in the market.
Personnel costs change over time and are impacted by the terms of collective bargaining agreements, inflation and average number of employees. A significant proportion of our employees are based in countries where labor laws impose significant protection of employees’ rights and, accordingly, we have limited ability to downsize our personnel in response to a decrease in production during periods of market downturn.
Our results are also affected by changes in foreign exchange rates from period to period, mainly due to the difference in geographic distribution between our manufacturing activities and our commercial activities, resulting in cash flows from exports denominated in currencies that differ from those associated with production costs. In addition, our Consolidated Financial Statements are expressed in U.S. dollars and are therefore subject to movements in exchange rates upon translation of the financial statements of subsidiaries whose functional currency is not the U.S. dollar.
Finally, our results may be materially affected, directly or indirectly, by governmental policies, including monetary and fiscal policies and policies on international trade and investment.
In 2025, we operated in a challenging environment characterized by lower industry demand in large agriculture, particularly in the Americas, elevated tariff and input‑cost pressures, and cautious farmer sentiment. We view 2025 as part of a cyclical downturn in agricultural equipment rather than a structural change in our end markets. Throughout the year, we prioritized price discipline, production and inventory management, cost‑reduction initiatives, and continued investment in Precision Technology and quality, with the aim of positioning CNH for improved performance as conditions normalize, particularly into 2026 and beyond.
The global economy is experiencing volatile disruptions due to a combination of factors, including geopolitical events, shifts in trade and economic policies from the new U.S. presidential administration, change in commodity prices, as well as change in climate conditions. These disruptions have affected the price and availability of certain products and services used in the Company's operations in 2024, and are expected to persist in 2025. These factors also affect our customers' profitability, impacting their ability to achieve higher returns on their output, and reducing their purchasing power and demand for our products. The Company is closely monitoring global economic conditions and the impact that macroeconomic pressures, such as new and retaliatory tariffs, fluctuating currency exchange rates, interest rates and inflation, have on its business, customers, and suppliers.
For a discussion of the Company’sCompany's risks and uncertainties, see Part 1, Item 1A: "Risk Factors.Factors".
The operations, key financial measures, and financial analysis, differ significantly for manufacturing and distribution businesses ("Industrial Activities") and financial businesses ("Financial Services"); therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results. For further information, see "Supplemental Information" within this section, where we present supplemental consolidating data split by Industrial Activities and Financial Services. Transactions between Industrial Activities and Financial Services have been eliminated to arrive at the consolidated data.
2025 Compared to 2024
We recorded revenues of $18,095 million in 2025, a decline of 8.8% compared to 2024. This decline was mainly due to lower shipments on decreased industry demand. See "Business Segment Performance."
Cost of goods sold were $12,389 million in 2025 compared to $13,350 million in 2024, a decrease of 7.2% year-over- year. As a percentage of net sales, cost of goods sold was 80.7% in 2025 (78.3% in 2024), the increase in the percentage from 2024 was due to lower production volumes and tariff costs.
Selling, general and administrative expenses ("SG&A") increased to $1,876 million in 2025 (10.4% of revenues) from $1,712 million in 2024 (8.6% of revenues). The year-over-year increase is primarily due to higher credit risk provisions in the Financial Services segment and higher labor costs.
In 2025, R&D expenses were $1,025 million compared to $924 million in 2024. R&D expenses were higher in 2025 primarily due to a $172 million non-cash impairment charge related to in-process research & development ("IPR&D") acquired as part of the Raven and Bennamann acquisitions.
The Company incurred restructuring costs of $22 million and $118 million in 2025 and 2024, respectively. These costs primarily relate to the restructuring program announced in November 2023 targeting labor and non-labor SG&A expenses. This program was substantially complete in 2024, with total costs of $131 million.
Interest expense decreased to $1,482 million in 2025 from $1,611 million in 2024 primarily due to lower external borrowings. The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $114 million in 2025 compared to $152 million in 2024.
Other, net expenses were $681 million in 2025 and included a pre-tax gain of $21 million ($16 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 $62 million impairment of investments in unconsolidated affiliates.
In 2025, income taxes were an expense of $184 million, compared to a tax expense of $336 million in 2024. The effective tax rates for 2025 and 2024 were 29.7% and 23.1%, respectively. The tax expense in 2025 was reduced as compared to 2024 due to lower profit-before-tax. However, the 2025 effective tax rate increased due to the year-over year tax impact of Argentina's highly inflationary economy and the non-recognized tax benefits associated with the non-cash impairment charges related to Monarch Tractors and IPR&D acquired as part of the Raven acquisition. In 2025, we also recorded a valuation allowance against deferred tax assets generated by Bennamann.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into U.S. law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.The impacts of the OBBBA legislation did not have a material impact on the Company's financial results during 2025; further, the Company estimates the OBBBA legislation will not have a material impact on the Company’s financial results during 2026.
Equity in Income of Unconsolidated Affiliates
Equity in income of unconsolidated affiliates was $69 million in 2025 compared to $138 million in 2024 primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.
The following table includes total revenues by segment (in millions of dollars, except percentages):
The following table includes Adjusted EBIT of Industrial Activities by segment (in millions of dollars, except percentages):
(1)A reconciliation from the most closely related U.S. GAAP measure to this non-GAAP measure is included on page 56.
Net sales for Agriculture were $12,390 million in 2025, an 11.5% decline compared to 2024. This decline is mainly due to lower shipment volumes on decreased industry demand.
In North America, industry volume was down 33% year over year in 2025 for tractors over 140 hp and was down 7% for tractors under 140 hp; combines were down 26%. In EMEA, tractor and combine demand was down 13% and 3%, respectively. South America tractor demand was down 1% and combine demand was down 16%. Asia Pacific tractor demand was up 12% and combine demand was down 26%.
The following table includes Agriculture net sales by geographic region in 2025 compared to 2024 (in millions of dollars, except percentages):
Adjusted EBIT was $772 million in 2025, compared to $1,470 million in 2024. The decline, driven by lower shipment volumes and the impact from tariffs, was partially offset by lower quality costs. R&D expenses accounted for 7.5% of sales (5.9% in 2024), including a $172 million non-cash impairment charge related to IPR&D acquired as part of the Raven and Bennamann acquisitions. Adjusted EBIT margin was 6.2% in 2025.
Net sales for Construction were $2,956 million in 2025, a decline of 3.2% compared to 2024, due to lower shipment volumes in North America and continued channel destocking.
Global industry volume for construction equipment increased 7% year over year in 2025 for Heavy construction equipment; Light construction equipment was up 1%. Aggregated demand increased 1% in North America and 4% in EMEA, respectively, and increased 5% in South America and 5% for Asia Pacific, particularly in China.
The following table includes Construction net sales by geographic region in 2025 compared to 2024 (in millions of dollars, except percentages):
Adjusted EBIT was $68 million in 2025, compared to $169 million in 2024. The decline was primarily due to lower volumes and higher manufacturing costs primarily as a result of higher tariff costs. Adjusted EBIT margin was 2.3% in 2025.
Financial Services reported revenues of $2,720 million in 2025, down 1.9% compared to 2024 due to the negative impact from currency translation, unfavorable volumes in EMEA and lower yields in South America and EMEA, partially offset by favorable volumes in all regions except EMEA and higher yields in North America and APAC.
Net income for Financial Services was $333 million in 2025, a $46 million decrease compared to 2024, primarily due to higher risk costs from increased specific reserves and delinquencies in South America, higher losses and collective rates in North America and increased labor costs; partially offset by margin improvement in all regions and favorable income taxes due to a non-recurring prior year valuation allowance adjustment in Argentina.
In 2025, retail originations (including unconsolidated joint ventures) were $10.6 billion, down $0.8 billion compared to 2024. The managed portfolio (including unconsolidated joint ventures) was $28.6 billion as of December 31, 2025 (of which retail was 70% and wholesale 30%), up $0.7 billion compared to December 31, 2024.
At December 31, 2025, the receivable balance past due greater than 30 days as a percentage of receivables was 3.1% (1.9% as of December 31, 2024) due to economic and environmental factors impacting farmers, specifically in South America.
Please refer to the "Management's Discussion and Analysis" section of our 2024 Form 10-K.
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)Eliminations of Financial Services' interest income earned from Industrial Activities.
(3)Eliminations of Industrial Activities' interest expense to Financial Services.
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture, and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)Eliminations of primarily receivables/payables between Industrial Activities and Financial Services.
(3)Eliminations of financing receivables/payables between Industrial Activities and Financial Services.
(4)Reclassification of deferred tax assets/liabilities in the same jurisdiction and reclassification needed for appropriate consolidated presentation.
(5)Elimination of derivative assets/liabilities between Industrial Activities and Financial Services.
(1)Industrial Activities represents the enterprise without Financial Services. Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.
(2)This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities' net cash provided (used) by operating activities.
(3)This item includes the elimination of certain minor activities between Industrial Activities and Financial Services.
(4)This item includes the elimination of capital investment between Industrial Activities and Financial Services.
As of December 31, 2024,2025, CNH’sCNH's primary non-GAAP financial measures are defined as follows:
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K ( Part I, Item 1A) for the year ended December 31, 2025. The risks described in those reports, and in the "Safe Harbor Statement" within this report are not the only risks faced by us. Additional risks and uncertainties not currently known, or that are currently judged to be immaterial, may also materially affect our business, financial condition or operating results.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Tariff Impacts and Supply Chain Considerations”
New heading “IEEPA Tariff Refund Claims”
Largest changes
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 constraintssee in full comparisonrelated to war or other armed conflict; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods relatedproducts, particularly as it relates to the agricultural market business cycleproducts; changes in government policies regarding banking, monetary and fiscal policy; legislation, particularly pertaining to capitalgoods relatedgoods-related issues such as agriculture, the environment, debt relief and subsidy program policies,trade,trade and commerce and infrastructure development; government policies on international trade and investment, including sanctions, import quotas, capitalcontrols, tariffscontrols andother protective measures issued to promote national interests or address foreign competition, which in turn result or may result in retaliatorytariffsor other measures enacted by affected trade partners; volatility in international trade caused by the imposition oftariffs and the related impact on cost and prices, which could consequently affect demand of our products,tariffs, sanctions, embargoes, and trade wars; actions of competitors in the various industries in which we compete; development and use of new technologies(including artificial intelligence)and technological difficulties; the interpretation of, or adoption of new, compliance requirements with respect to engine emissions, safety,privacy and data securityor 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; weather conditions, particularly to the extent it impacts the agricultural industry; 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 postemployment obligations; political and civil unrest; volatility and deterioration of capital and financial markets, includingpandemics,pandemics (such as the COVID-19 pandemic), terrorist attacks in Europethe Middle Eastand 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.
“Tariff Impacts and Supply Chain Considerations”see in full comparison
“On May 13, 2026, Fitch Ratings revised the Outlook on CNH Industrial N.V.'s Long-Term Issuer Default Rating to Negative from Stable and affirmed the Long-Term Issuer Default Rating and senior unsecured debt at 'BBB.' As of June 30, 2026, the Company was in compliance with all covenants under its €3.25 billion committed revolving credit facility, which matures on April 18, 2031.”see in full comparison
“CNH operates a global supply chain with regional manufacturing, global sourcing, and significant intercompany product and component flows. As a result, the ultimate financial impact of tariffs is often subject to timing differences, customs reconciliations, duty recovery mechanisms and other subsequent adjustments before the final economic effect can be fully determined.”see in full comparison
“While this complexity can affect the assessment of the tariff impacts, it also provides significant benefits through purchasing scale, manufacturing flexibility, logistics optimization and supply chain resilience, helping to reduce overall product and supply chain costs and support our ability to serve customers across multiple markets.”see in full comparison
Full comparison: every changed paragraph (71)
Global agriculture market conditions remained challenging during the first half of 2026. Farm income and capital spending remained under pressure from elevated input costs, higher financing costs, and continued uncertainty related to trade and agricultural policy, resulting in subdued demand for agricultural equipment. While farmer sentiment remained cautious, commodity markets demonstrated signs of improvement, with pricing strengthening in certain crop markets. The Company continues to view the current environment as a cyclical market downturn and remains focused on disciplined production and inventory management, operational efficiency, strategic cost actions, and investment in Precision Technology and innovation.
Tariff Impacts and Supply Chain Considerations
Changes in U.S. trade policies and certain retaliatory measures adopted by other jurisdictions increased the cost of certain imported products, components and raw materials and continue to create uncertainty across the agriculture and construction equipment industries.
CNH operates a global supply chain with regional manufacturing, global sourcing, and significant intercompany product and component flows. As a result, the ultimate financial impact of tariffs is often subject to timing differences, customs reconciliations, duty recovery mechanisms and other subsequent adjustments before the final economic effect can be fully determined.
While this complexity can affect the assessment of the tariff impacts, it also provides significant benefits through purchasing scale, manufacturing flexibility, logistics optimization and supply chain resilience, helping to reduce overall product and supply chain costs and support our ability to serve customers across multiple markets.
IEEPA Tariff Refund Claims
On February 20, 2026, the Supreme Court of the United States issued a decision invalidating certain tariffs imposed pursuant to the International Emergency Economic Powers Act ("IEEPA"). Subsequently, U.S. Customs and Border Protection ("CBP") established a process for eligible refund claims.
CNH has submitted claims where appropriate and continues to evaluate recovery opportunities.
Consistent with the accounting guidance for gain contingencies, tariff refunds are recognized only when the gain is realized or when it is realizable. The Company considers this threshold to be met upon receipt of cash. Upon recognition, the refund is recorded as a reduction of the related costs. During the six months ended June 30, 2026, CNH recognized a tariff recovery of $5 million as a reduction of cost of sales. The Company expects to recover approximately $150 million of IEEPA tariffs in future periods as the applicable recognition criteria are met.
Industry conditions in early 2026 continue to reflect the ongoing cyclical downturn, with historically low agriculture equipment demand—particularly in North America—as ongoing tariff and input‑cost pressures weigh on farmer sentiment. Management continues to view these trends as cyclical rather than structural. During the first quarter, the Company remained focused on price discipline, production and inventory management, cost‑reduction initiatives, and continued investment in Precision Technology and quality.
Three and Six Months Ended MarchJune 31,30, 2026 compared to Three and Six Months Ended MarchJune 31,30, 2025
We recorded revenues of $4,803 million and $8,629 million for the three and six months ended June 30, 2026, respectively, reflecting a year-over year increase compared with the same periods prior year. The increase is primarily generated by the Construction segment.
We recorded revenues of $3,826 million for the three months ended March 31, 2026, flat compared to the three months ended March 31, 2025.
Cost of goods sold was $2,605$3,396 million and $6,001 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared with $2,569$3,192 million forand $5,761 million in the three and six months ended MarchJune 31,30, 2025. As a percentage of net sales, cost of goods sold wasincreased 82.2%to 82.0% and 82.1%, respectively, from 79.4% and 80.1% in the threeprior-year months ended March 31, 2026 (81.0% for the three months ended March 31, 2025),periods, impacted by tariff costs and lower production volumes.
Selling, general and administrative expenses ("SG&A") were $465$494 million and $959 million for the three and six months ended MarchJune 31,30, 20262026, (12.2%respectively, compared with $478 million and $864 million in the three and six months ended June 30, 2025. As a percentage of total revenues),revenues, upSG&A $79 million comparedincreased to the10.3% threeand months11.1%, endedrespectively, Marchfrom 31, 2025 (10.1% ofin totalboth revenues).prior-year Totalperiods. expensesThe were higherincrease primarily due toreflects higher credit risk provisions in the Financial Services segment and higher labor costs.costs, substantially driven by the first quarter of 2026.
Research and development expenses ("R&D") were $232$230 million and $184$462 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared with $218 million and 2025,$402 respectively.million in the three and six months ended June 30, 2025. The increase was driven by higher variable compensation, new‑product investment and the timing of project spending.
Restructuring and Other Transformation Expenses
Restructuring and other transformation expenses were $27 million and $31 million for the three and six months ended June 30, 2026, respectively, compared with $5 million and $11 million in the three and six months ended June 30, 2025. The increase primarily reflects dealer network optimization initiatives, including contract termination costs, and other actions undertaken to improve operational efficiency.
Restructuring expenses were $4 million and $6 million for the three months ended March 31, 2026 and 2025, respectively.
Interest expense was $372 million and $737 million for the three and six months ended June 30, 2026, respectively, compared with $360 million and $722 million in the three and six months ended June 30, 2025. Interest expense attributable to Industrial Activities, net of interest income and eliminations, for the three and six months ended June 30, 2026 was $41 million and $64 million, respectively, compared with $26 million and $51 million in the three and six months ended June 30, 2025. The higher expense was primarily attributable to increased interest rates, which more than offset the favorable impact of lower average debt balances.
Interest expense was $365 million for the three months ended March 31, 2026, compared to $362 million for the three months ended March 31, 2025. The interest expense attributable to Industrial Activities for the three months ended March 31, 2026, net of interest income and eliminations, was $23 million, compared to $25 million for the three months ended March 31, 2025.
Other, net expenses were $142$112 million and $254 million for the three and six months ended MarchJune 31,30, 20262026, respectively, compared with $183 million and $159$342 million forin the three and six months ended MarchJune 31,30, 2025. Other,The netdecrease expenseswas primarily includeattributable to lower costs associated with the costdisposition of disposing equipment onunder operating leases afterfollowing lease termination and thelower amortization of leased assets, incurredmainly primarily throughwithin our Financial Services segment.
Income tax expense for the three and six months ended MarchJune 31,30, 2026 was $4$43 million compared toand $47 million, respectively, compared with $76 million forand $123 million in the three and six months ended MarchJune 31,30, 2025. The effective tax rate for the three and six months ended MarchJune 31,30, 2026 and 2025 was 30.8%25.0% and 29.0%,25.4%, respectively.respectively, Thecompared increasewith 27.6% and 28.1% in the 2026three and six months ended June 30, 2025. The decrease in the effective tax rate was largelyprimarily attributable to discretethe itemsCompany's ongeographic aincome relatively small profit base in Q1 2026.mix.
As of December 31, 2025, net deferred tax assets ("DTAs") related to temporary differences totaling $1,666 million, including $209 million of DTAs that were not recognized in the Consolidated Financial Statements. The recognized balance included approximately $170 million related to net operating loss carryforwards and other deferred tax assets and liabilities in the United Kingdom and approximately $130 million related to temporary differences in Brazil, primarily associated with the tax treatment of the allowance for credit losses. Both of these DTA positions may be utilized to offset future taxable income and reduce income taxes payable in future periods, provided the Company generates sufficient taxable income to realize these assets.
Based on available evidence, management believes it is more likely than not that sufficient future taxable income will be generated to realize these DTAs in the United Kingdom and Brazil. However, this assessment is subject to various assumptions and uncertainties, including changes in global economic conditions affecting the agricultural and construction equipment markets, economic and legislative developments in the United Kingdom and Brazil, portfolio performance and delinquency trends in Brazil, changes in interest rates, and the successful execution of Company initiatives intended to improve profitability and reduce delinquencies.
If the Company is unable to generate sufficient taxable income to utilize these DTAs in the United Kingdom or Brazil, whether as a result of these factors or other developments, the Company may be required to record a valuation allowance against all or a portion of these DTAs. Such an allowance could result in a material increase in income tax expense (a non-cash item) in the period recognized and could materially affect the Company's results of operations and financial position.
Equity in Income offrom Unconsolidated Affiliates
Equity in income offrom unconsolidated affiliates was $1$12 million and $17$13 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and 2025,$18 respectively.million and $35 million in the three and six months ended June 30, 2025. The decline was primarily due to lower sales inat our joint ventureventure, TürkTraktör ve Ziraat Makineleri A.S.
The following table includes total revenues by segment (in millions of dollars, except percentages):
The following table includes Adjusted EBIT by segment (in millions of dollars, except percentages):
Agriculture's net sales totaledwere $2,596$3,277 million inand $5,873 million for the three and six months ended MarchJune 31,30, 2026, respectively, an increase of 0.6%0.9% and 0.8% compared to the three and six months ended MarchJune 31,30, 2025. ThisThe increase is mainly due to positive foreign exchange impacts and favorable price realization, partially offset by lower volumes in all regions except EMEA.volumes.
The following table shows Agriculture net sales by geographic region for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in millions of dollars, except percentages):
Adjusted EBIT was $27$170 million and $197 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared towith $139$263 million and $402 million in the three and six months ended MarchJune 31,30, 2025. The declinedecrease was primarily duedriven toby lower shipmentvolumes volumesand an unfavorable product mix in South America and North America, the impact of tariffs, higher SG&A and R&D expensesexpenses, and lower joint venture results.results, partially offset by favorable price realization. SG&A expenses were impacted by higher variable compensation and labor inflation.costs. R&D expenses accounted for 7.9%6.1% of sales (6.3%and 6.9% for the three and six months ended June 30, 2026, respectively, compared with 6.0% and 6.1% in the three and six months ended MarchJune 31,30, 2025).2025. Adjusted EBIT margin was 1.0%5.2% (5.4%and 3.4% for the three and six months ended June 30, 2026, respectively, compared with 8.1% and 6.9% in the three and six months ended MarchJune 31,30, 2025).2025.
Construction's net sales were $866 million and $1,440 million in the three and six months ended June 30, 2026, respectively, an increase of 12.0% and 5.6% compared with the three and six months ended June 30, 2025. The growth was primarily driven by higher shipment volumes in North America, including shipments delayed from the first quarter of 2026. The six-month period also benefitted from increased shipment volumes in EMEA.
Construction's net sales totaled $574 million in the three months ended March 31, 2026, a decline of 2.9% compared to the three months ended March 31, 2025, reflecting lower shipment volumes in South America and North America.
The following table shows Construction net sales by geographic region for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in millions of dollars, except percentages):
Adjusted EBIT was $15 million and $(2813) million in the three and six months ended MarchJune 31,30, 2026, respectively, compared towith $14$35 million and $49 million in the three and six months ended MarchJune 31,30, 2025. The declinedecrease was primarily due to the impact of tariffs,tariffs and higher R&D expenses, partially offset by higher shipment volumes in both periods. Second-quarter SG&A expenses andbenefitted lowerfrom shipmentthe volumes,absence partiallyof offsetprior byyear pricing.non-recurring costs, while year-to-date SG&A expenses wereincreased impacteddue byto trade show marketing costs, higher variable compensation, and labor inflation. Adjusted EBIT margin was 1.7% and (4.90.9)% (2.4%for the three and six months ended June 30, 2026, respectively, compared with 4.5% and 3.6% in the three and six months ended MarchJune 31,30, 2025).2025.
Financial Services recorded revenues of $646$656 million and $1,302 million in the three and six months ended MarchJune 31,30, 2026, respectively, down 0.8%4.2% and 2.5% compared towith the three and six months ended MarchJune 31,30, 2025,2025. asThe adecreases resultwere ofprimarily attributable to lower volumes acrossin allSouth regionsAmerica exceptand AsiaNorth Pacific,America and reduced used equipment sales due to fewer operating lease maturities,maturities. andFor the three-month period, lower yields in EMEA,all regions except South America also contributed to the decline. These decreases were partially offset by favorablethe positive impact of currency translation and higher yields in South America and North America.translation.
Net income for Financial Services was $74$71 million and $145 million in the three and six months ended MarchJune 31,30, 2026, respectively, a decrease of $16 million and $32 million compared towith the three and six months ended MarchJune 31,30, 2025,2025. The decreases were primarily drivendue byto higher risk costs in BrazilBrazil, unfavorable volumes in South America and lowerNorth volumesAmerica, acrossand increased labor costs. Additionally, margin compression in all regions except forNorth AsiaAmerica Pacific.contributed Resultsto the decline in the three-month period. These decreases were partially offset by interesta marginlower improvementseffective intax all regions except EMEA.rate.
In the three and six months ended MarchJune 31,30, 2026, retail loan originations, including unconsolidated joint ventures, were $2.2$2.5 billion and $4.7 billion, downrespectively, a decrease of $0.2 billion and $0.4 billion compared towith the three and six months ended June 30, 2025. The managed portfolioportfolio, (including unconsolidated joint ventures)ventures, was $28.0 billion as of MarchJune 31,30, 2026 (comprised of which70% retail was 71% and 30% wholesale was 29%), flata decrease of $0.7 billion compared towith MarchJune 31,30, 2025.
AtAs Marchof 31,June 30, 2026, the receivable balancereceivables greater than 30 days past due asrepresented a percentage4.4% of receivablestotal wasreceivables, 3.5%,compared (2.3%with 3.9% as of MarchJune 31,30, 2025),2025. mainlyThe dueincrease toprimarily reflects economic andpressures environmentalon factors impacting farmers, specificallyfarmers in South America.
(1)Eliminations of Financial Services' interest income earned from Industrial Activities.
(2)Eliminations of Industrial Activities' interest expense to Financial Services.
(3)Elimination of capital investment between Industrial Activities and Financial Services.
As of MarchJune 31,30, 2026, CNH's primary non-GAAP financial measures are defined as follows:
Adjusted EBIT of Industrial Activities is defined as net income (loss) before: income taxes, Financial Services' results, Industrial Activities' interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other postemployment benefit costs, restructuring and other transformation 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.
The reconciliation of Adjusted EBIT for Industrial Activities, a non-GAAP financial measure, to Net income, the most comparable U.S. GAAP financial measure,measure foris theas three months ended March 31, 2026 and 2025 (in millions of dollars)follows:
(1)For the six months ended June 30, 2026, this item included an $8 million non-cash impairment on a minority investment.
(1)Unallocated items, eliminations and other primarily includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.
The reconciliation of Net Debt, a non-GAAP financial measure, to Total Debt, the most comparable U.S. GAAP financial measure,measure is as of March 31, 2026 and December 31, 2025 (in millions of dollars)follows:
See our critical accounting estimates discussed in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition—Critical Accounting Estimates" of our 2025 Annual Report. There have been no material changes to these estimates.
The following discussion ofdiscusses liquidity and capital resourcesresources, principally focusesfocusing on ourthe consolidatedConsolidated statementStatements of cashCash flowsFlows and ourBalance consolidated statement of financial position.Sheets. Our capital-intensive operations are capital-intensive and subject to seasonal variationsfluctuations in financing requirements for dealer receivables and company inventories.inventories, Whenever necessary, funds fromwith operating activitiescash areflows supplemented withby external sources.financing CNH,when focusingneeded. on cash preservation and leveraging its good access to funding,CNH continues to maintain solidstrong liquidity and financial strengthflexibility, supported by disciplined cash management and liquidity.solid access to funding.
Liquidity
Total available liquidity was $8,897 million as of June 30, 2026, a decrease of $919 million from December 31, 2025. The decrease primarily reflects lower Financial Services debt driven by reduced portfolio receivables and lower net income.
As of June 30, 2026, available committed unsecured facilities expiring after twelve months totaled approximately $6.3 billion ($6.5 billion as of December 31, 2025). Committed asset-backed facilities expiring after twelve months totaled approximately $3.1 billion as of June 30, 2026 ($3.7 billion as of December 31, 2025), of which $2.5 billion was utilized ($3.5 billion as of December 31, 2025).
On April 9, 2026, Standard & Poor's Global Ratings lowered CNH Industrial N.V. long-term issuer credit rating to 'BBB' from 'BBB+'. The Outlook is Stable.
On May 13, 2026, Fitch Ratings revised the Outlook on CNH Industrial N.V.'s Long-Term Issuer Default Rating to Negative from Stable and affirmed the Long-Term Issuer Default Rating and senior unsecured debt at 'BBB.' As of June 30, 2026, the Company was in compliance with all covenants under its €3.25 billion committed revolving credit facility, which matures on April 18, 2031.
We believe that funds available under our current liquidity facilities, those realized under existing and planned asset-backed securitization programs and issuances of debt securities and those expected from ordinary course refinancing of existing credit facilities, together with cash provided by operating activities, will allow us to satisfy our debt service requirements for the coming year.
At March 31, 2026, Cash and cash equivalents and Restricted cash were $2,339 million, a decrease of $890 million from December 31, 2025, primarily due to lower Financial Services debt driven by reduced portfolio receivables and lower net income. Cash and cash equivalents were $1,604 million ($2,578 million at December 31, 2025) and Restricted cash was $735 million ($651 million at December 31, 2025). Undrawn medium-term unsecured committed facilities were $6,408 million ($6,483 million at December 31, 2025). Available liquidity — comprising Cash and cash equivalents, Restricted cash, undrawn medium-term unsecured committed facilities, and net financial receivables from Iveco Group N.V. — was $8,899 million at March 31, 2026 ($9,816 million at December 31, 2025). Net financial receivables from Iveco Group N.V. were $152 million at March 31, 2026 ($104 million at December 31, 2025), primarily relating to Financial Services.
The following table summarizes the changes to cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025 (in millions of dollars):
CNH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 48,385 shares, about $490.1K). Net open-market shares: -48,385 (purchases minus sales); net value about -$490.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-13 | Schroeder Jay |
Shares withheld for tax | 1,246 | $10.62 | $13.2K |
| 2026-05-11 | Kramer Richard J |
Shares withheld for tax | 93 | $10.84 | $1.0K |
| 2026-05-11 | Kramer Richard J |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Bastoni Elizabeth A. |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Bastoni Elizabeth A. |
Shares withheld for tax | 50 | $10.84 | $542 |
| 2026-05-11 | Tamsons Asa |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Tamsons Asa |
Shares withheld for tax | 72 | $10.84 | $780 |
| 2026-05-11 | Nasi Alessandro |
Shares withheld for tax | 210 | $10.84 | $2.3K |
| 2026-05-11 | Nasi Alessandro |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Buffett Howard W. |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Buffett Howard W. |
Shares withheld for tax | 150 | $10.84 | $1.6K |
| 2026-05-11 | Sorensen Vagn O |
Shares withheld for tax | 202 | $10.84 | $2.2K |
| 2026-05-11 | Sorensen Vagn O |
Option exercise | 4,980 | — | — |
| 2026-05-11 | Linehan Karen |
Shares withheld for tax | 68 | $10.84 | $737 |
| 2026-05-11 | Linehan Karen |
Option exercise | 4,980 | — | — |
| 2026-05-04 | Tutino Francesco Vincenzo Maria |
Open-market sale | 48,385 | $10.13 | $490.1K |
| 2026-05-04 | Tutino Francesco Vincenzo Maria |
Option exercise | 105,371 | — | — |
| 2026-05-04 | Schroeder Jay |
Option exercise | 8,500 | — | — |
| 2026-05-04 | Schroeder Jay |
Shares withheld for tax | 1,883 | $10.62 | $20.0K |
| 2026-05-04 | Pampalone Stefano |
Shares withheld for tax | 10,301 | $10.71 | $110.3K |
| 2026-05-04 | Pampalone Stefano |
Option exercise | 26,895 | — | — |
| 2026-05-04 | Heywood Suzanne |
Option exercise | 26,375 | — | — |
| 2026-05-04 | Heywood Suzanne |
Shares withheld for tax | 12,397 | $10.62 | $131.7K |
| 2026-05-04 | Macleod Douglas |
Shares withheld for tax | 2,240 | $10.62 | $23.8K |
| 2026-05-04 | Macleod Douglas |
Option exercise | 7,000 | — | — |
| 2026-05-04 | Chishti Humayun |
Option exercise | 5,200 | — | — |
| 2026-05-04 | Chishti Humayun |
Shares withheld for tax | 1,524 | $10.62 | $16.2K |
| 2026-05-04 | Nickolas James Aj |
Shares withheld for tax | 81,368 | $10.62 | $864.1K |
| 2026-05-04 | Nickolas James Aj |
Option exercise | 183,673 | — | — |
Well-known investors holding CNH (13F)
None of the 59 investors we track reported a position in their latest 13F.