10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2022

OR

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

For the transition period from                      to

Commission File Number: 001-36085

CNH INDUSTRIAL N.V.

(Exact name of registrant as specified in its charter)

Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
25 St. James’s Street, London, SW1A 1HA, United Kingdom
(Address of principal executive offices)

Registrant’s telephone number including area code: +44 2079 251964

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	CNHI	New York Stock Exchange 1
4.50% Notes due 2023	CNHI23	New York Stock Exchange
3.850% Notes due 2027	CNHI27	New York Stock Exchange

1 In addition to the New York Stock Exchange, CNHI common shares are listed on the Euronext Milan, the regulated market of Borsa Italiana, in Italy.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.        þ Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.        o Yes þ No

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. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.     þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

The aggregate quoted market price of common shares of the registrant held by non-affiliates at June 30, 2022 was approximately $11.3 billion. At January 31, 2023, there were 1,344,240,971 common shares, par value €0.01 per share, of the registrant were outstanding.

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CNH INDUSTRIAL N.V.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2022

 

	Table of Contents	Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	16
Item 1B	Unresolved Staff Comments	28
Item 2	Properties	28
Item 3	Legal Proceedings	30
Item 4	Mine Safety Disclosures	30
	PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	35
Item 8	Financial Statements and Supplementary Data	37
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	37
Item 9A	Controls and Procedures	38
Item 9B	Other Information	39
Item 9C	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	40
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	41
Item 11	Executive Compensation	48
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	92
Item 13	Certain Relationships and Related Transactions and Director Independence	94
Item 14	Principal Accountant Fees and Services	94
	Part IV
Item 15	Exhibits and Financial Statement Schedules	96
Item 16	Form 10-K Summary	98
	Signatures	99
	Management's Discussion and Analysis of Financial Condition and Result of Operations	101
	CNH Industrial N.V. and Subsidiaries Financial Statements
	Report of Independent Registered Public Accounting Firm (PCAOB ID 42)	130
	Consolidated Statements of Operations	133
	Consolidated Statements of Comprehensive Income	134
	Consolidated Balance Sheets	135
	Consolidated Statements of Cash Flows	137
	Consolidated Statement of Changes in Equity	138
	Notes to the Consolidated Financial Statements	139

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PART I

Item 1.    Business

CNH Industrial N.V. qualifies as a Foreign Private Issuer, as determined by Rule 3b-4 under the Securities Exchange Act of 1934 (the "Exchange Act") and is exempt from filing annual reports on Form 10-K by virtue of Rules 13a-13 and 15d-13 under the Exchange Act. CNH Industrial N.V. has voluntarily elected to file this annual financial report using Form 10-K.

As a Foreign Private Issuer, CNH Industrial N.V. is also exempt from the proxy solicitation rules under Section 14 of the Exchange Act and Regulation FD, and its officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

History and Development of the Company

CNH Industrial N.V. is the company initially formed by the business combination transaction, completed on September 29, 2013, between Fiat Industrial S.p.A. and its subsidiary CNH Global N.V. CNH Industrial N.V. was incorporated on November 23, 2012, as a public limited liability company (naamloze vennootschap) under the laws of the Netherlands. The Company's principal office is located at 25 St. James’s Street, London, England, United Kingdom (telephone number: +44-207-7660-346). Unless otherwise indicated or the context otherwise requires, as used in this annual report, the term "CNH Industrial", "we", "us", "our" or "the Company" refer to CNH Industrial together with its consolidated subsidiaries. CNH Industrial’s agent for U.S. federal securities law purposes is Emily Sturges, c/o CNH Industrial America LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois 60527 (telephone number +1-331-256-0594).

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; (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.

Certain industry and market share information in this Annual Report has been presented on a worldwide basis which includes all countries. In this Annual Report, management estimates of market share information are generally based on retail unit sales data in North America, on registrations of equipment in most of Europe, Brazil, and various other markets, and on retail and shipment unit data collected by a central information bureau appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos Fabricantes de Veículos Automotores in Brazil, the Japan Construction Equipment Manufacturers Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment data collected by independent service bureaus. Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where local shipments are not reported.

Iveco Group N.V. Demerger

Until December 31, 2021, CNH Industrial N.V. owned and controlled the Commercial and Specialty Vehicles business, the Powertrain business, and the related Financial Services business (together the “Iveco Group Business” or the “On-Highway Business”), as well as the Agriculture business, the Construction business, and the related Financial Services business (collectively, the “Off-Highway Business”). Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a demerger under Dutch law (the "Demerger") to Iveco Group N.V. (the "Iveco Group"), and the Iveco Group became a public listed company independent from CNH Industrial with its common shares trading on the Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. In connection with the Demerger, shares of Iveco Group N.V. were distributed to shareholders in CNH Industrial N.V. on a pro rata basis. The On-Highway Business' financial results for the periods prior to the Demerger have been reflected in our Condensed Consolidated Statement of Operations, retrospectively, as discontinued operations. Additionally, the related assets and liabilities associated with the On-Highway Business are classified as discontinued operations within Assets Held for Distribution and Liabilities Held for Distribution in the prior year of the Condensed Consolidated Balance Sheet. Pursuant to the terms of the deeds of demerger entered into between CNH Industrial N.V. and Iveco Group N.V. on January 1, 2022, assets related to the

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On-Highway Business were transferred to, and liabilities related to the On-Highway Business were retained or assumed by, Iveco Group N.V.

Business Overview     

General

CNH Industrial is a leading equipment and services company engaged in the design, production, marketing, sale, and financing of agricultural and construction equipment. We have industrial and financial services companies located in 32 countries and a commercial presence in approximately 170 countries.

Industrial Activities 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. 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; Kongskilde providing tillage, seeding and hay & forage implements. Further, starting in December 2021, Raven was included in the Agriculture segment bringing a leader in digital agriculture, precision technology and the development of autonomous systems to CNH Industrial.

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. Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.

Financial Services:

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

Consolidated Results - 2022 Compared to 2021

Net sales for the fiscal year 2022 were $23,551 million, up 21% from FY 2021 mainly due to favorable price realization and higher sales volumes within the Agriculture and Construction segments. 2022 consolidated net income was $2,039 million, with diluted earnings per share of $1.49 (net income of $1,801 million in 2021, with diluted earnings per share from continuing operations of $1.32). Gross profit margin of Industrial Activities of 22.0%, (20.7% in 2021) with improvement in both Agriculture and Construction.

Industry Overview

Agriculture

The operators of dairy, livestock and row crop producing farms, as well as independent contractors that provide services to such farms, purchase most agricultural equipment. Row crop farmers typically purchase tractors at the mid-to-upper end of the horsepower ("hp") range, combines and harvesting equipment and crop production equipment. Dairy and livestock farmers typically utilize tractors in the mid-to-lower hp range and crop preparation and crop packaging implements. The key factors influencing sales of agricultural equipment are the level of net farm income and, to a lesser extent, general economic conditions, interest rates and the availability of financing and related subsidy programs, farmland prices and farm debt levels. Net farm income is primarily impacted by the volume of acreage planted, commodity and/or livestock prices and stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies. The availability, quality, and cost of used equipment for sale affects the level of new equipment sales. Weather conditions are a major determinant of crop yields and crop prices and therefore affect equipment-buying decisions. Global organization initiatives, such as those of the World Trade Organization, also can affect the market acceptance of genetically modified organisms such as seed, feed and animals and climate change and sustainability initiatives.

Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates and farming calendars. Peak retail deliveries for tractors and planting, seeding, and application equipment typically occurs in March through June

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in the Northern hemisphere and in September through December in the Southern hemisphere. Dealers order equipment year-round but harvesting equipment orders in the Northern hemisphere generally increase in the late fall and winter so that the dealers can receive inventory prior to the peak retail selling season, which generally extends from March through June. In the Southern hemisphere, dealers generally order between August and October so they can receive inventory prior to the peak retail-selling season, which extends from November through February. Agriculture's production levels are based upon estimated retail demand, which takes into account, among other things, the timing of dealer shipments, dealer and Company inventory levels, the need to retool manufacturing facilities to produce new or different models, and the efficient use of labor and facilities. However, because production and wholesale shipments adjust throughout the year to take into account the factors described above, sales of agricultural equipment in any given period may not reflect the timing of dealer orders and retail demand for that period. This situation has been emphasized during the recent pandemic and current post-pandemic environment where global supply chains have been disrupted for a series of reasons linked with production not able to match demand and transportation becoming congested with increases in lead times and expenses.

Customer preferences regarding farming practices, and thus product types and features, vary by region. In North America, Australia, Brazil, Argentina and other areas where soil conditions, climate, economic factors and population density allow for intensive mechanized agriculture, farmers generally demand high capacity, sophisticated machines equipped with the most advanced technology. In Europe, where farms are generally smaller in size than those in North America and Australia, there is greater demand for somewhat smaller, yet equally sophisticated, machines. In the developing regions of the world where labor is more abundant and infrastructure, soil conditions and/or climate are not conducive to intensive agriculture, customers generally prefer simpler and easy to use machines with relatively lower acquisition and operating costs. In many developing countries, tractors are the primary type of agricultural equipment used, and much of the agricultural work in such countries that cannot be performed by tractors is carried out by hand. A growing number of part-time farmers, hobby farmers and customers engaged in landscaping, municipality and park maintenance, golf course and roadside mowing in Western Europe and North America prefer relatively simple, low-cost agricultural equipment. Our position as a geographically diversified manufacturer of agricultural equipment and our broad geographic network of dealers allows us to provide customers in each significant market with equipment that meets their specific requirements.

One trend in North American and Western European agricultural industries include a reduction in number but growth in size of farms, supporting increased demand for higher capacity agricultural equipment. In addition, we believe that the use of technology and other precision farming solutions (including the development of autonomously operated equipment) to enhance productivity, profitability and environmental impact are becoming more important in the buyers’ purchasing decision. In South America, India and in other emerging markets, the number of farms is growing, and mechanization is replacing manual labor. In other markets, long-term demographic trends, increasing urbanization, and low level of farm mechanization represent the key drivers of demand for agricultural equipment.

Government farm programs, including the amount and timing of government payments, are a key income driver for farmers raising certain commodity crops in the United States (the "U.S.") and the European Union. The existence of comprehensive subsidies in these agricultural/farm markets reduces the effects of cyclicality in the agricultural equipment business. The existence and extent of subsidies depends largely on the U.S. Farm Bill and programs administered by the United States Department of Agriculture, the Common Agricultural Policy of the European Union and World Trade Organization negotiations. Additionally, the Brazilian government subsidizes the purchase of agricultural equipment through low-rate financing programs administered by the Banco Nacional de Desenvolvimento Economico e Social (“BNDES”). These programs have had over the years a significant influence on sales.

Global demand for renewable fuels increased considerably in recent years driven by consumer preference, government renewable fuel mandates, renewable fuel tax and production incentives. Biofuels, which include fuels such as ethanol and biodiesel, have become one of the most prevalent types of renewable fuels. The primary type of biofuel supported by government mandates and incentives varies by region. North America and Brazil are promoting ethanol first and then biodiesel, while Europe is primarily focused on biodiesel and biomethane.

The demand for biofuels has created an associated demand for agriculturally based feedstocks, which are used to produce biofuels. Currently, most of the ethanol in the U.S. and Europe is extracted from corn, while in Brazil it is extracted from sugar cane. Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S. and Brazil, and from rapeseed and other oil seeds as well as food waste by-products in Europe. The use of corn and soybeans for biofuel has been one of the main factors affecting the supply and demand relationships, as well as the price for these crops. The economic feasibility of biofuels is significantly impacted by the price of oil. As the price of oil falls, biofuels become a less attractive alternative energy source. This relationship will, however, be impacted by government policy and mandates as governments around the world consider ways to combat global warming and avoid potential energy resource issues in the future.

Sustainability has been a focus of CNH Industrial since 2013. During the 2022 United Nations Climate Change Conference, COP27 event in Egypt, there was a continued emphasis on carbon reduction with significant attention on the establishment of a Loss and Damage Fund, which aims to provide financial assistance to nations most vulnerable and impacted by the effects of climate change. With the use of a bio-digester, animal waste and food waste can be processed to produce bio-methane. New Holland developed a Methane Powered Tractor that runs on methane produced on the farm from animal and food waste. Moreover, in 2021 CNH Industrial has invested with a minority equity share participation into the U.K. based technology start-up, Bennamann, which has developed an

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on-site kit for small-medium size livestock farms to capture and repurpose fugitive methane from their waste and generate bio-methane which could potentially allow a successful implementation of the circular economy.

This approach also improves the sustainability of farmland management practices through minimizing artificial inputs such as manufactured fertilizer, lowering operational costs and reducing pollutants. This concept is intended to contribute to a dairy farm's decarbonization.

The developments in precision agriculture technology are designed to allow farmers to increase yield with reduced input costs in the areas of labor, fertilizer, chemicals and water. Further, with shorter planting and harvesting cycles experienced in recent years, we believe that precision agriculture technology will help drive replacement demand for new farm equipment as this technology is designed to improve farm efficiency.

Construction

The construction equipment market consists of two principal segments: heavy construction equipment (excluding the mining and the specialized forestry equipment markets in which we do not participate), with equipment generally weighing more than 12 metric tons, and light construction equipment, with equipment generally weighing less than 12 metric tons.

In developed markets, customers tend to prefer more sophisticated machines equipped with the latest technology and features to improve operator productivity. In developing markets, customers tend to prefer equipment that is relatively less costly and has greater perceived durability. In North America and Europe, where the hourly cost of machine operators is higher relative to fuel costs and machine depreciation, customers typically emphasize productivity, performance and reliability. In other markets, where the relative cost for machine operators is lower, customers often continue to use equipment after its relative performance and efficiency have begun to diminish.

Customer demand for power and operating capacity does not vary significantly from market to market. However, in many countries, restrictions on equipment weight or dimensions, as well as road regulations or job site constraints can limit demand for larger machines.

Although the demand for new construction equipment tends to decrease during periods of economic stagnation or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps limit the impact of declines in new equipment sales on the operating results of full-line manufacturers, such as Construction.

Heavy Construction

Heavy construction equipment typically includes general construction equipment such as large wheel loaders and excavators, and road building and site preparation equipment such as graders, compactors and dozers. Purchasers of heavy construction equipment include construction companies, municipalities, local governments, rental fleet owners, quarrying and mining companies, waste management companies and forestry-related concerns.

Sales of heavy construction equipment depend on the expected volume of major infrastructure construction and repair projects such as highway, tunnel, dam and harbor projects, which depend on government spending and economic growth. Demand for aggregate mining and quarrying equipment is more closely linked to the general economy and commodity prices, while growing demand for environmental equipment is becoming less sensitive to the economic cycle. In North America, a portion of heavy equipment demand has historically been linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus linking demand for both heavy and light construction equipment. The heavy equipment industry generally follows macroeconomic cyclicality, linked to growth in gross domestic product.

Light Construction

Light construction equipment is also known as compact and service equipment, and it includes skid-steer loaders, compact track loaders, tractor loaders, rough terrain forklifts, backhoe loaders, small wheel loaders and excavators. Purchasers of light construction equipment include contractors, residential builders, utilities, road construction companies, rental fleet owners, landscapers, logistics companies, and farmers. The principal factor influencing sales of light construction equipment is the level of residential and commercial construction, remodeling and renovation, which is influenced by interest rates and the availability of financing. Other major factors include the construction of light infrastructure, such as utilities, cabling and piping and maintenance expenditures. The principal use of light construction equipment is to replace relatively high-cost, slower manual work. Product demand in the United States and Europe has generally tended to mirror housing starts, with lags of six to twelve months. In areas where labor is abundant, and the cost of labor is inexpensive relative to other inputs, such as in India, Africa and South America, the light construction equipment market is generally smaller. These regions represent potential areas of growth for light construction equipment in the medium to long-term as labor costs rise relative to the cost of equipment or the supply of labor contracts leading to increased mechanization.

Equipment rental is a significant element of the construction equipment market. Compared to the U.K. and Japan, where there is an established market for long-term equipment rentals as a result of favorable tax treatment, the rental market in North America and

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Western Europe (except for the U.K.) consists mainly of short-term rentals of light construction equipment to individuals or small contractors for which the purchase of equipment is not cost effective or that need specialized equipment for specific jobs. In North America, the main rental product has traditionally been the backhoe loader and, in Western Europe, it has been the mini-excavator. As the market has evolved, a greater variety of light and heavy equipment products have become available to rent. In addition, rental companies have allowed contractors to rent machines for longer periods instead of purchasing the equipment, enabling contractors to complete specific job requirements with greater flexibility and cost control. Large, national rental companies can significantly impact the construction equipment market, with purchase volumes being driven by their decisions to increase or decrease the size of their rental fleets based on rental utilization rates.

Seasonal demand for construction equipment fluctuates somewhat less than for agricultural equipment. Nevertheless, in North America and Western Europe, housing construction generally slows during the winter months. North American and European industry retail demand for construction equipment is generally strongest in the second and fourth quarters.

Agricultural and landscaping customers also contribute to a significant portion of the North America light equipment market. In this segment the main applications are related to material handling.

In markets outside of North America, Western Europe and Japan, equipment demand may also be partially satisfied by importing used equipment. Used heavy construction equipment from North America may fulfill demand in the South American market and equipment from Western Europe may be sold to Central and Eastern European, North African and Middle Eastern markets. Used heavy and light equipment from Japan is mostly sold to other Southeast Asian markets, while used excavators from Japan are sold to almost every other market in the world. This flow of used equipment is highly influenced by exchange rates, the weight and dimensions of the equipment and the different local regulations in terms of safety and/or engine emissions.

The construction equipment industry has seen an increase in the use of hydraulic excavators and wheel loaders in earth-moving and material handling applications. In addition, the light equipment sector has grown as more manual labor is being replaced on construction sites by machines with a variety of attachments for specialized applications, such as skid steer loaders, compact track loaders and mini-crawler excavators.

Competition

The Agriculture and Construction equipment industries are highly competitive. We believe that we have many competitive strengths that will enable us to improve our position in markets where we are already well established while we direct additional resources to markets and products with high growth potential.

We compete with: (i) large global full-line equipment manufacturers with a presence in every market and a broad range of products that cover most customer needs, (ii) manufacturers who are product specialists focused on particular industry segments on either a global or regional basis, (iii) regional full-line manufacturers, some of which are expanding worldwide to build a global presence, and (iv) local, low-cost manufacturers in individual markets, particularly in emerging markets such as Eastern Europe, India and China.

Our competitive strengths include well-recognized brands, a full range of competitive products and features, including software, a strong presence, distribution and customer service network. There are multiple factors that influence a buyer’s choice of industrial equipment. These factors include the strength and quality of the distribution network, brand loyalty, product features, quality and performance, availability of a full product range, pricing, technological innovations, product availability, financing terms, parts and warranty programs, resale value and customer service and satisfaction. The ability to meet or exceed applicable engine emissions standards as they take effect is also a key competitive factor, particularly in those markets where such standards are the subject of frequent legislative or regulatory scrutiny and change, such as Europe and North America. Emission regulations are becoming a significant competitive factor at global level with new legislation in India and China. We continually seek to improve in each of these areas but focus primarily on providing high-quality and high-value products and on supporting those products through our dealer networks. Customers’ perceptions of product value in terms of productivity, reliability, digital content, resale value and dealer support are formed over many years. Buyers tend to favor brands based on experience with the product and the dealer.

The efficiency of our manufacturing, logistics and scheduling systems are dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace. We compete based on product performance, customer service, quality, innovation and price. The environment is by nature competitive from a pricing standpoint, but we have been able to counter inflationary cost increases with positive price realization. There is no guarantee that we can maintain positive price realization in the future. The ability of our supply chain and manufacturing system to timely deliver finished goods is also critical to meeting customer expectations. Failure to do so might imply losses of market share and competitiveness.

Our main competitors in the agricultural equipment market are Deere & Company, AGCO Corporation, Claas Group, Kubota Tractor Corporation, Argo Tractors S.p.A., and the Same Deutz Fahr Group.

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Our principal competitors in the construction equipment market are Caterpillar Inc., Komatsu Ltd., J C Bamford Excavators Ltd., Hitachi Construction Machinery Co, Ltd., Volvo Group, Liebherr Group, Doosan Group, Kubota Tractor Corporation, and Deere & Company.

Products and Markets

Agriculture

To capitalize on customer loyalty to its dealers and its brands, Agriculture’s product lines are sold primarily under the Case IH and New Holland Agriculture brands as well as the STEYR and Kongskilde brands in Europe and the Miller and Flexi-Coil brands, primarily in North America and Australia. Raven primarily operates in North America, Australia, South America and Europe. Certain agricultural equipment products are also sold under Överum (a sub-brand of Kongskilde), K-Line and JF brands. We believe that these brands enjoy high levels of brand identification and loyalty among both customers and dealers.

Although newer generation tractors have a high percentage of common mechanical components, each brand and product remains differentiated by features, color, interior and exterior styling, warranty terms, technology offering, and model designation. Flagship products such as row crop tractors and large combine harvesters may have significantly greater differentiation.

Distinctive features that are specific to a particular brand such as the Supersteer® tractor axle or Twin Rotor combine threshing technology for New Holland, the Case IH tracked four-wheel drive tractor, Quadtrac®, and the front axle mounted hitch for STEYR tractors are examples of certain distinctive features that remain an important part of each brand’s unique identity.

Agriculture’s product lines include tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers. Our agricultural equipment is sold with a limited warranty that typically runs from one to three years.

Case IH and New Holland Agriculture brands enable their customers to visualize and share in-depth real-time machine and farm operation data within the respective AFS-PLM Farm solution and offer data sharing to a vast number of third party providers at full control of the customer. Agriculture launched AGXTENDTM, focused exclusively on aftermarket precision farming technology solutions. AGXTENDTM is designed to provide our dealers and customers access to innovative and more sustainable productivity enhancing precision farming technologies.

CNH Industrial acquired AgDNA an industry leading Farm Management Information System (FMIS) that automatically collects and analyzes data from equipment manufactured by CNH Industrial and third-party manufacturers. The cloud-based platform analyzes equipment, agronomic and environmental data to deliver actionable insights directly to customers' smartphones and tablets to help them maximize the agronomic performance of their CNH Industrial and other equipment to increase farm profitability.

Raven Industries, Inc., ("Raven") formerly a long-term strategic supplier, was acquired in order to expand our portfolio of precision agriculture technology offerings and to accelerate the development of advanced machine automation and autonomous agriculture technology.

With Raven as part of the Agriculture product portfolio, we now design, manufacture, sell, and service innovative precision agriculture products, autonomous solutions, and information management tools, which are collectively referred to as precision agriculture equipment. Our Precision Agriculture suite of solutions encompass connected platforms, automation solutions and autonomous capabilities. Our technology stack includes satellite guided positioning, telemetric connectivity, automation software, ruggedized sensors and cross validation/machine learning aided by edge and cloud computing. Our connected platforms link farmers to their equipment, dealers, input providers, partners and other advisors enabling real time monitoring of their operations and logistics management capabilities. Our Raven brand offers retrofit solutions to upgrade farmer's existing equipment, resulting in increased productivity and reduced cost across the full fleet of equipment.

Construction

Construction’s product lines are sold primarily under the CASE Construction Equipment and New Holland Construction brands. CASE provides a wide range of products on a global scale, including crawler excavators and mini-excavators. The New Holland Construction brand family also markets a full product line of construction equipment in South America and focuses on light equipment distributed by the Agriculture network in the other regions. In 2021, we completed the acquisition of Sampierana S.p.A., which provides Construction direct control over technology and manufacturing of Mini and Midi Excavators.

Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development. Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand.

Heavy construction equipment product lines include general construction equipment such as large excavators and wheel loaders, and road building and site preparation equipment such as compactors, graders and dozers. Light construction equipment is also known as compact and service equipment, and its product lines include backhoe loaders, skid steer and tracked loaders, mini- and midi-

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excavators, and compact wheel loaders. The brands each offer parts and support services for all of their product lines. Our construction equipment is generally sold with a limited warranty that typically runs from one to two years.

We continue to evaluate our Construction business with a view toward increasing efficiencies and profitability as well as evaluating its strategic alliances to improve its position in key markets.

Sales and Distribution

Agriculture and Construction

Agriculture sells and distributes products through dealers that sell either Case IH products, New Holland products or both brands. Case IH has 898 dealers worldwide with more than 2,500 point of sale locations and New Holland has more than 1,800 dealers worldwide and more than 3,700 point of sale locations. Construction sells and distributes products through approximately 420 full-line dealers and distributors with over 1,580 points of sale. Agriculture’s and Construction’s dealers are almost all independently owned and operated. Some Agriculture dealers also sell construction equipment. In the United States, Canada, Mexico, most of Western Europe, Brazil, Argentina, India, China, Thailand, Australia, and South Africa products are generally distributed directly through the independent dealer network. In the rest of the world, products are either sold to independent distributors who then resell to dealers, or to importers who have their own branches to sell product to retail customers.

Consistent with our brand promotion program, we generally seek to have dealers sell a full range of our products. Typically, a dealer is appointed to sell one brand in a specific territory, but depending on market potential, history, capabilities and commitment of the dealer operator, a multi-brand approach is also pursued in some territories. In each region, we seek to optimize our distribution strategy to maximize customer satisfaction and sales while reducing structural costs. This results in two far-reaching networks representing two strong brands with unique identities and strengths to compete against all non-CNH Industrial brands in any given territory.

In larger markets, a trade-in of used equipment typically accompanies the sale of new equipment to end-users. We often provide marketing assistance to our dealers to support the sale of used, trade-in equipment through subsidized financing incentives, inventory carrying cost defrayment, or other methods.

Exclusive, dedicated dealers generally provide a higher level of market penetration. Some dealers may sell complementary products manufactured by other suppliers to complete their product offerings or to satisfy local demand for a particular specialty application or segment.

A strong dealer network with wide geographic coverage is a critical element in the success of Agriculture and Construction. We work to enhance our dealer network through the expansion of our product lines and customer services, including enhanced financial services offerings, and an increased focus on dealer support. To assist dealers in building rewarding relationships with their customers, focused customer satisfaction programs have been introduced and they are expected to incorporate customer input into the relevant product development and service delivery processes.

As the equipment rental business becomes a more significant factor in both the agricultural and construction equipment markets, Agriculture and Construction are facilitating sales of equipment to the local, regional and national rental companies through their dealers as well as by encouraging dealers to develop their own rental activities. A strong dealer service network is required to maintain the rental equipment, and to help ensure that the equipment remains at peak performance levels both during its life as rental equipment and afterward when resold into the used equipment market. Agriculture and Construction have launched several programs to support their dealer service and rental operations, including training, improved dealer standards, financing, and advertising. As the rental market is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special attention to managing the resale of rental units into the used equipment market by our dealers, who can utilize this opportunity to improve their customer base and generate additional parts and service business.

We believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, although as of December 31, 2022, we operated two Agriculture and Construction dealerships in North America and six company-owned Agriculture and Construction dealerships in Europe. We also operate with a network of owned dealers for Case IH and the Construction segment in South Africa. We promote a selective dealer development program, in territories with growth potential but underdeveloped representation by our agricultural and construction equipment brands, the program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.

Precision Agriculture technology is offered factory fit with our new equipment as well as offered as parts and service for retrofit solutions through our dealer network. The Raven brand is leveraging and expanding their sales through the CNH Industrial dealer network in all the regions but is also distributing through independent dealers and directly to other OEM as factory fit solutions or their parts and service offering.

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Pricing and Promotion

The retail price of any piece of equipment is determined by the individual dealer or distributor and generally depends on market conditions, features, options and, potentially, regulatory requirements. Retail transaction prices may differ from the manufacturer-suggested list prices, as a result of different factors (markets' demand, customers' specific requirements, local market conditions, general economic conditions, access to financing, etc.). We sell most of our products and parts to our dealers and distributors at wholesale prices that reflect a discount from the manufacturer-suggested list prices. In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to a final customer.

We regularly advertise our products to the community of farmers, builders, and agricultural and construction contractors, as well as to distributors and dealers in each of our major markets. To reach our target audience, we use a combination of general media, specialized design and trade magazines, the Internet and direct mail. We also regularly participate in major international and national trade shows and engage in co-operative advertising programs with distributors and dealers. The promotion strategy for each brand varies according to the target customers for that brand.

Parts and Services

The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements in overall customer satisfaction and important considerations in a customer’s original equipment purchase decision. We supply parts, many of which are proprietary, to support items in the current product line as well as for products we have sold in the past. We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customers’ needs and to support the equipment’s value over time. Many of our products can have economically productive lives of up to 20 years when properly maintained, and each unit has the potential to produce a long-term parts and services revenue stream for us and our dealers. The technology has allowed us to connect machines with our cloud-based Control Rooms and our dealer service shops get results of analytics blended with the professional knowledge of our products experts. We are increasing the number of connected units supported proactively by Dealer Control Room that leverage service alarms, operators’ insights, predictive repairs and maintenance that enrich a suite of machine and farm data’s.

As of December 31, 2022 we operated and administered 34 parts depots worldwide which support both Agriculture and Construction, either directly, through a joint venture, or through arrangements with warehouse service providers. This network includes 10 parts depots in North America, 7 in Europe, 3 in South America, and 14 in other regions. The network includes 33 parts depots that support Agriculture and 30 that support Construction. These depots supply parts to dealers and distributors, which are responsible for sales to retail customers. Our parts depots and parts delivery systems provide customers with access to substantially all the parts required to support our products.

Research and Development, Patents and Licenses, etc.

Our research, development and engineering personnel design, engineer, manufacture and test new products, components, and systems.

In a continuously and rapidly changing competitive environment, our research and development activities are a vital component in our strategic development. Our research and development activities are designed to accelerate time-to-market while taking advantage of specialization and experience in different markets.

We own a significant number of patents, trade secrets, licenses and trademarks related to our products and services, and that number is expected to grow as our R&D activities continue. We file patent applications in Europe, the U.S. and in other jurisdictions around the world to protect technology and improvements considered important to the business. Certain trademarks contribute to our identity and the recognition of our products and services and are an integral part of our business, and their loss could have a material adverse effect on us.

Agriculture—We are marketing the New Holland, Case IH, STEYR, Raven and Miller brands and logos as the primary brand names for our agriculture products.

Construction—For construction equipment under New Holland, we are marketing the New Holland Construction brand name and trademark. For construction equipment under CASE, we are promoting the CASE Construction brand name and trademark.

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Joint Ventures

As part of a strategy to enter and expand in new markets, we are also involved in several commercial and/or manufacturing joint ventures. At December 31, 2022, they included the following:

◦in Japan, we own 50.0% of New Holland HFT Japan Inc. (“HFT”), which distributes our products in Japan. HFT imports and sells the full range of New Holland agricultural equipment;

◦in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors;

◦in Turkey, we own 37.5% of TürkTraktör ve Ziraat Makineleri A.S., which manufactures and distributes various models of both New Holland and Case IH tractors;

◦in Mexico, we own 50.0% of CNH de Mexico S.A. de C.V., which manufactures New Holland agricultural equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries.

Suppliers

We purchase materials, parts, components and services from third party suppliers. Our focus on quality improvement, cost reduction, product innovation and production flexibility requires us to rely upon suppliers with a focus on quality, reliability and the ability to provide cost reductions. We view our relationships with suppliers as critical to our operational effectiveness, and in recent years, we have established closer ties with a significantly reduced number of suppliers, selecting those that enjoy a leading position in the relevant markets.

Certain components and parts used in our products are available from a single supplier and cannot be sourced quickly otherwise. The sudden or unexpected interruption in the availability of certain of our suppliers’ raw materials, parts, and components could result in delays in, or increases in the costs of production.

CNH Industrial is committed to growing together with our suppliers to maintain a strong and resilient supply chain; therefore, the company is embarking on a multi-year supply chain transformation under our new strategic sourcing program. The strategic sourcing program is designed to leverage CNH Industrial's long-term relationships with its suppliers to reduce costs and improve overall performance of the supply chain.

Financial Services

Financial Services offers a range of financial products and services to dealers and customers in the various regions in which it operates. Retail financing products primarily include retail notes, finance leases and operating leases to end use customers and revolving charge account financing to purchase parts, service, rentals, implements and attachments from CNH Industrial brand dealers. Wholesale financing consists primarily of dealer floorplan financing as well as the management and purchase of trade receivables from CNH Industrial companies. Dealer floorplan financing gives dealers the ability to maintain a representative inventory of products. In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs. As a captive finance business, Financial Services is reliant on and supports the operations of Agriculture, Construction, their dealers, and customers.

Financial Services supports the growth of Industrial Activities by developing and structuring financial products with the objective of supporting equipment and parts sales as well as customer loyalty. Financial Services’ strategy is to grow a core financing business to support the sale of our equipment and parts while at the same time maintaining its portfolio credit quality, service levels, operational effectiveness and customer satisfaction. Financial Services also offers products to finance third party equipment and machines sold through our dealer network or within our core businesses. Financed third party equipment include used equipment taken in trade by our dealers or equipment used in conjunction with or attached to our products.

In North America, retail customer and dealer financing activities, which support the sales of Agriculture and Construction, are managed through our wholly-owned financial services companies.

In Europe, the Middle East and Africa, CNH Industrial Capital Europe S.a.S., which is 24.95% owned by CNH Industrial N.V. and accounted for under the equity method, provides retail financing to customers of Agriculture and Construction. Additionally, there are vendor programs with banking partners that provide customer financing to our industrial segments in certain countries.

In Europe, IC Financial Services S.A., a French specialized credit institution, wholly-owned by Iveco Group, manages CNH Industrial dealer financing through a dedicated securitization. CNH Industrial Capital Solutions S.p.A. retains the securitization program's junior notes, and therefore retains substantially all the risks and the benefits of the underlying wholesale receivables.

For South America, retail customer and dealer financing activities are managed through our wholly-owned financial services company, which support the sales of Agriculture and Construction. For retail customer financing in Brazil, Banco CNH Industrial Capital S.A. serves as a lender for funding provided by BNDES, a federally-owned financial institution linked to the Brazilian

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Ministry of Development, Industry and Foreign Trade. In Argentina, vendor programs with banking partners are also utilized. CNH Industrial Financial Services serves as a lender for Iveco Group and services the sales of Iveco Group.

In Asia Pacific, CNH Industrial Financial Services supports the sales of Agriculture and Construction by providing retail customer and dealer financing activities in Australia, New Zealand and India, managed through wholly-owned financial services companies. In China, Agriculture dealer financing activities are provided by and managed through a wholly-owned financial services company. CNH Industrial Financial Services serves as a lender for Iveco Group and services the sale of Iveco Group in Australia and New Zealand.

Customer Financing

Financial Services has certain retail underwriting and portfolio management policies and procedures that are specific to Agriculture or Construction. This distinction allows Financial Services to reduce risk by deploying industry-specific expertise in each of these businesses. We provide retail financial products primarily through our dealers, who are trained in the use of the various financial products. Dedicated credit analysis teams perform retail credit underwriting. The terms for financing equipment retail sales typically provide for retention of a security interest in the equipment financed.

Financial Services’ guidelines for minimum down payments for equipment generally range from 5% to 30% of the actual sales price, depending on equipment types, repayment terms, and customer credit quality. Finance charges are sometimes waived for specified periods or reduced on certain equipment sold or leased in advance of the season of use or in connection with other sales promotions. For periods during which finance charges are waived or reduced on the retail notes or leases, Financial Services generally receives compensation from the applicable Industrial Activities segment based on Financial Services’ estimated costs and a targeted return on equity. The cost is recognized as a reduction in net sales for the applicable Industrial Activities segment.

Dealer Financing

Financial Services provides 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 a fixed period of “interest-free” financing to dealers. During the “interest-free” period, the applicable Industrial Activities segment compensates Financial Services based on Financial Services’ estimated costs and a targeted return on equity. The cost is recognized as a reduction in net sales for the applicable Industrial Activities segment. After the expiration of any “interest-free” period, interest is charged to dealers on outstanding balances until Financial Services receives payment in full.

A wholesale underwriting group reviews dealer financial information and payment performance to establish credit lines for each dealer. In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its exposure to any one dealer. All risk is underwritten and supported by Financial Services. The credit lines are secured by the equipment financed. Dealer credit agreements generally include a requirement to repay individual receivables at the time of the retail sale of the related unit. Financial Services leverages employees, third‑party contractors, and digital technologies like “geo-fencing” to conduct periodic stock audits at individual dealerships to confirm that the financed equipment is maintained in inventory. These audits are unannounced, and their frequency varies by dealer and depends on the dealer’s financial strength, payment history, and prior performance.

Factoring

Financial Services also provides intragroup factoring of trade and other receivables. This activity involves the purchase, without recourse, of receivables of CNH Industrial companies, originating from the Industrial Activities segments, and due from third or related parties.

Sources of Funding

The long-term profitability of Financial Services’ activities largely depends on the cyclical nature of the industries in which we operate, interest rate volatility, and the ability to access funding on competitive terms. Financial Services funds its operations and lending activity through a combination of term receivable securitizations, committed secured and unsecured facilities, uncommitted lines of credit, unsecured bonds, unsecured commercial paper, affiliated financing, and retained earnings. Financial Services’ current funding strategy is to maintain sufficient liquidity and flexible access to a wide variety of financial instruments and funding options.

Financial Services has periodically accessed the asset-backed securities (“ABS”) markets in the United States, Canada, and Australia, as part of its retail note and wholesale financing programs when those markets offer funding opportunities on competitive terms. Financial Services has also accessed the unsecured bond market in the United States, Canada, Brazil, Argentina and Australia and commercial paper markets in the United States to diversify its funding sources. Financial Services’ ability to access these markets will depend, in part, upon general economic conditions and Financial Services’ financial condition and portfolio performance. These factors can be negatively affected by cyclical swings in the industries in which we operate.

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Competition

The financial services industry is highly competitive. Financial Services competes primarily with banks, equipment finance and leasing companies and other financial institutions. Typically, this competition is based upon the financial products and services offered, customer service, financial terms, and interest rates charged. Financial Services’ ability to compete successfully depends upon, among other things, the availability and competitiveness of funding resources, the development of competitive financial products and services, and licensing or other governmental regulations.

Human Capital

All CNH Industrial employees contribute to company performance at different levels and are key to the achievement of business targets and results. The conviction that people are the company’s greatest asset is the baseline principle of the Human Capital Management Guidelines which aim to increase organizational effectiveness. The Company has identified 5 key cultural behaviors which have been cascaded to the entire organization through specific trainings during 2022: Customer First, One Team, Grow Together, Make it Simple, Be the Best. Specific tools have been developed to implement the cultural behaviors which include focus recognitions, story telling and focus feedback. We strongly believe that sharing a common culture will help to retain and attract talent and ultimately allow the Company to be more competitive.

Employees

The ability to attract, retain, and further develop qualified employees is crucial to the success of CNH Industrial’s businesses and its ability to create value over the long-term. CNH Industrial’s business is, by its nature, labor intensive and this is reflected in the high number of Group hourly employees. As of December 31, 2022, CNH Industrial had 40,070 employees including 11,769 employees in the U.S. and Canada. CNH Industrial also retains consultants, independent contractors, and temporary and part-time workers. Approximately 1,000 hourly production employees in the United States were covered by a collective bargaining agreement with the United Automobile, Aerospace and Agricultural Implement Workers of America with an expiration date of May 2, 2026. Additionally, approximately 750 U.S. production employees are covered by a collective bargaining agreement with International Association of Machinists with an expiration date of April 28, 2024. In Canada, a small number of employees are covered by a collective bargaining agreement with the United Steelworkers Local Union No. 5917 that expires on April 15, 2023. In Europe, most employees are covered by collective labor agreements (“CLAs”) stipulated either by a CNH Industrial subsidiary or by the employer association for the specific industry to which the CNH Industrial subsidiary belongs. Outside North America and Europe, the Company enters into employment contracts and agreements in those countries in which such relationships are mandatory or customary.

Diversity and Inclusion

Our Company is committed to creating a diverse and inclusive environment where all employees feel empowered, engaged, and valued. To progress towards our company’s diversity and inclusion ("D&I") goals, we are carrying out dedicated initiatives around the globe, such as D&I training employee resource groups (ERGs), online forum panel series "Let's Talk"; and partnerships with the Society of Women ENgineers and others.

Code of Conduct

CNH Industrial’s Code of Conduct is one of the pillars of the CNH Industrial corporate governance system, which regulates the decision-making processes and the approach used by the Company and its employees in interacting with all stakeholders. The Code of Conduct summarizes the values the Company recognizes, adheres to, and fosters, in the belief that integrity and fairness are important drivers of long-term value creation and social and economic development.

Employee Health and Safety

CNH Industrial’s approach to occupational health and safety is based on effective preventive and protective measures, implemented both collectively and individually, aimed at minimizing the risk of injury in the workplace. The Company endeavors to ensure optimal working conditions, applying principles of industrial hygiene and ergonomics to processes at organizational and operational level. Its safety management system directly involves employees in identifying and reporting work related hazards and potentially unsafe situations. This approach is intended to promote common, ethical occupational health and safety principles, and enables the achievement of improvement targets using various tools, including training and awareness campaigns. Key areas of focus are pursuit of a zero-accident and zero-injury rate, extension of ISO 45001 certification, and implementation of initiatives to increase employee health and safety awareness via multiple tools (e.g., training courses, corporate Intranet, video tutorials).

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Employee Compensation and Benefits

The Company is committed to providing a base pay that, in compliance with local regulations, is competitive with the local market, affordable from a business perspective, and in line with the Company’s achieve and earn philosophy. CNH Industrial has defined a compensation approach that comprises a number of different components. This comprehensive package rewards employees for their contribution to the Company’s results and allows them to share in the business success they help to create. Base salary, benefits, and short and long-term incentives are determined by market-driven benchmarks. Variable compensation is influenced by individual employee contribution, which is evaluated through a performance evaluation program that is deployed throughout the entire organization. The same metrics and methodology are applied in the annual performance assessment of all eligible employees worldwide. Additionally, the Company employs a formal process to monitor the application of its core equity and fairness principles to compensation levels, annual salary reviews, and promotions.

Employee Welfare and Well-being

Employee welfare and well-being initiatives are an important part of the Company’s employee engagement. CNH Industrial offers well-being initiatives in addition to traditional benefits (such as health care), going beyond its legal obligations in the countries where it operates. The aim is to help employees balance their personal commitments through time and money saving initiatives and flexible working arrangements, while cultivating motivation, pride, and a sense of belonging at work through family activities, engagement with the community, and involvement in Company life.

Training and Development

CNH Industrial believes that employee training is key to skill management and development. Training allows sharing operational and business know-how, as well as the Company’s strategy and values.

The Company manages training through a 4-step process: training needs identification, content development, program delivery, and reporting. Ownership of each lies with different corporate functions, depending on which areas of content or expertise need to be improved.

The Training Management Model is business-oriented and therefore closely involves business functions on content areas such as:

•business and job-specific skills

•new business methodologies

•shared tools, languages, soft skills, legal aspects and compliance, ethics, etc.

CNH Industrial manages the overall training process through an Internet-based global learning management system. The Company builds upon segment-specific training programs, believing that the most effective solutions are specifically tailored to individual needs.

Employees are given the opportunity to indicate development and training needs as part of a Performance Management Process, and to propose actions to support their personal development during the year.

Training effectiveness and efficiency are monitored and measured based on the participants’ satisfaction with the initiatives delivered and improvements in their knowledge/skills; in some cases, depending on the learning path, structured followups are provided.

Environmental and Other Regulatory Matters

We engineer, manufacture and sell our products and offer our services around the world, subject to requirements applicable to our products that relate to equipment emissions, product safety and fuel efficiency as well as those applicable to our manufacturing facilities that relate to stack emissions, treatment of waste, water and hazardous materials, prohibitions on soil contamination and worker health and safety. These extensive regional, national and local laws and regulations often impact the development of our products, including, but not limited to, required compliance with air emissions standards applicable to engines. We have made, and expect that we may additionally make, significant capital and research and development expenditures to comply with these standards now and in the future.

We are conducting environmental investigatory or remedial activities at certain properties that are currently or were formerly, owned and/or operated by us, or which are being decommissioned. We believe that the outcome of these activities will not have a material adverse effect on our business, financial position or results of operations while they will restore environmental conditions.

Our operations and the activities of our employees, contractors and agents around the world are also subject to the laws and regulations of numerous countries, including the United States. These laws and regulations include data privacy requirements, labor relations laws, tax laws, antitrust regulations, prohibitions on payments to governmental officials and others, federal and state

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environmental regulations, import and trade restrictions and export requirements. Any violations of such law or regulation could also result in prohibitions on our ability to offer our products and services in one or more countries and could have a material adverse effect on our business, results of operations and financial condition.

Our operations globally are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act as well as a range of national anti-corruption and antitrust or competition laws that apply to conduct in a particular jurisdiction. We have implemented a program to promote compliance with these laws and to reduce the likelihood of potential violations. Our compliance program, however, may not in every instance protect us from acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or regulations of the jurisdictions in which we operate. Such improper actions could subject us to civil or criminal investigations and monetary, injunctive and other penalties as well as damage claims.

Available Information

Our internet address is www.cnhindustrial.com. Beginning with its October 31, 2022 financial statements, the Company elected to voluntarily file its US GAAP financial statements on Form 10-Q and Form 10-K. We make the following reports filed by us available, free of charge, on our website under the heading “Investor Relation; Regulatory Filings; SEC Filings".

•annual reports on Form 10-K;

•quarterly reports on Form 10-Q;

•current reports on Form 8-K and Form 6-K; and

•agenda and meeting notes for the annual meetings of stockholders.

These reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission (“SEC”). The SEC also maintains a website (www.sec.gov) that contains our reports and other information filed with the SEC. We also provide governance and other company information on our website.

None of these materials, including the other materials available on our website, are incorporated by reference into this Annual Report on Form 10-K unless expressly provided.

Item 1A. Risk Factors

This Annual Report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. Forward-looking statements provide our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements as they do not relate to historical or current facts and by words such as “believe,” “expect,” “estimate,” “anticipate,” “will,” “should,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” and similar words or expressions.

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 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, including the risks and uncertainties described in the Forward-Looking Statements and notes to the consolidated financial statements beginning on page 133. The following is a cautionary discussion of risks, uncertainties 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.

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STRATEGIC RISKS

Global economic conditions 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, and the cost of commodities or other raw materials – 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 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. 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, defaults and inventory challenges. The persistent disparity with respect to the widely varying economic conditions amongst the individual countries of the European Union, and their implications for the Euro, as well as market perceptions concerning these and related issues, have led to further pressure on economic growth and may lead to new periods of economic volatility and recession in the European Union. Similarly, in Brazil and Argentina, macroeconomic conditions remain volatile.

The COVID pandemic, geopolitical instability, including the conflict between Russia and Ukraine, and other global events have significantly increased economic and demand uncertainty. Some of the results of these events include supply chain challenges, inflation, high interest rates, foreign currency exchange volatility, and volatility in global capital markets. Supply chain challenges, including delays caused by shortages of raw materials, shipping containers and labor availability, have increased production costs and impacted our profit margins. Additionally, the cost of raw materials used in our products and the cost of freight have increased due to heightened inflation. These adverse economic events have and may continue to adversely affect the Company’s operations.

We are exposed to political, economic, trade and other risks beyond our control as a result of operating a global business. We manufacture and sell products and offer services in several continents and numerous countries around the world including those experiencing varying degrees of political and economic instability. Given the global nature of our activities, we are exposed to risks associated with international business activities that may increase our costs, impact our ability to manufacture and sell our products and require significant management attention. These risks include:

•changes in laws, regulations and policies that affect, among other things:

–import and export duties and quotas;

–currency restrictions;

–the design, manufacture and sale of our products;

–interest rates and the availability of credit to our dealers and customers;

–where, to whom, and what type of products may be sold, including new or additional trade or economic sanctions imposed by the United States, European Union, the United Kingdom or other governmental authorities and supranational organizations (e.g., the United Nations); and

–taxes;

•regulations from changing world organization initiatives and agreements;

•changes in the dynamics of the industries and markets in which we operate;

•labor disruptions;

•disruption in the supply of raw materials and components (e.g. as a result of 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);

•changes in governmental debt relief and subsidy program policies in certain significant markets, including the Brazilian government discontinuing programs subsidizing interest rates on equipment loans;

•withdrawal from or changes to trade agreements or trade terms, negotiation of new trade agreements and the imposition of new (and retaliatory) tariffs on certain countries or covering certain products and raw materials or embargoes, including developments in U.S.-China trade relations; and

•war, civil unrest and acts of terrorism.

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In recent years, acts of terrorism have occurred around the world, leading to personal safety anxieties and political instability in many countries and, ultimately, an impact on consumers’ confidence. More recently, growing populist and nationalist political movements in several major developed countries, changes in or uncertainty surrounding global trade policies and other unanticipated changes to the previous geopolitical order may have negative effects on the global economy.

Further, the war in Ukraine has given rise to regional instability and resulted in heightened sanctions and counter-sanctions. Our business in Ukraine and Russia has been impacted by the war and the Company has suspended all shipments to Russia. We have experienced, and may continue to experience, risks related to the impact of the war in Ukraine, including restrictions on our ability or willingness to do business with certain vendors or suppliers, the ability to repatriate funds from the region, increases in the cost of raw materials and commodities, supply chain and logistics challenges, access to natural gas, higher energy prices and foreign currency volatility. The extent of the impact of the war in Ukraine on the global economy cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein, any of which could have an adverse impact on our business, results of operation, cash flows or financial condition.

There can be no guarantee that we will be able to quickly and completely adapt our business model to changes that could result from the foregoing, and any such changes may have an adverse effect on our business, results of operations and financial condition.

Reduced demand for equipment would reduce our sales and profitability. The agricultural equipment market is influenced by factors such as:

•the general economic conditions and outlook, such as market volatility and rising interest rates;

•the price of agricultural commodities and the ability to competitively export agricultural commodities;

•the cost of farm inputs including the value of land, fertilizers, fuel, labor and other inputs

•the profitability of agricultural enterprises, farmers’ income and their capitalization;

•the demand for food products;

•the availability of stocks from previous harvests; and

•agricultural policies, including aid and subsidies to agricultural enterprises provided by governments and/or supranational organizations, policies impacting commodity prices or limiting the export or import of commodities, and alternative fuel mandates.

In addition, droughts, floods and other unfavorable climatic conditions, especially during the spring, a particularly important period for generating sales orders, could have a negative impact on decisions to buy agricultural equipment and, consequently, on our revenues.

The construction equipment market is influenced by factors such as:

•public infrastructure spending;

•new residential and non-residential construction; and

•capital spending in oil and gas and, to a lesser extent, in mining.

The above factors can significantly influence the demand for agricultural and construction equipment and consequently, our financial results. If demand for our products is less than we expect, we may experience excess inventories and be forced to incur additional charges and our profitability will suffer, including lower fixed costs absorption associated with lower production levels at our plants. Our business may be negatively impacted if we experience excess inventories or if we are unable to adjust on a timely basis our production schedules or our purchases from suppliers to reflect changes in customer demand and market fluctuations.

Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations. We operate in highly competitive global and regional markets. Depending on the particular country and product, we compete with other international, regional and local manufacturers and distributors of agricultural and construction equipment. Certain of our global competitors have substantial resources and may be able to provide products and services at little or no profit, or even at a loss, to compete with certain of our product and service offerings. We compete primarily on the basis of product performance, innovation, quality, distribution, customer service, and price. Aggressive pricing or other strategies pursued by competitors, unanticipated product or manufacturing delays, quality issues, or our failure to price our products competitively could adversely affect our business, results of operations and financial position. Additionally, there has been a trend toward consolidation in the construction equipment industries that has resulted in larger and potentially stronger competitors in those industries. The markets in which we compete are highly competitive in terms of product quality, innovation, pricing, fuel economy, reliability, safety, customer service and financial services offered. Competition, particularly on pricing, has increased significantly in the markets in which we compete. Should we be unable to adapt effectively to market conditions, this could have an adverse effect on our business, results of operations and financial condition.

Changes in government monetary or fiscal policies may negatively impact our results. Most countries where our products and services are sold have established central banks to regulate monetary systems and influence economic activities, generally by adjusting

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interest rates. Some governments have implemented measures designed to slow inflationary pressure in their countries (e.g. higher interest rates, reduced financial assets purchases). Rising interest rates could have a dampening effect on the overall economic activity and/or the financial condition of our customers, either or both of which could negatively affect demand for our products and our customers’ ability to repay obligations to us. Central banks and other policy arms of many countries may take further actions to vary the amount of liquidity and credit available in an economy. The impact from a change in liquidity and credit policies could negatively affect the customers and markets we serve or our suppliers, which could adversely impact our business, results of operations and financial condition. Government initiatives that are intended to stimulate demand for products sold by us, such as changes in tax treatment or purchase incentives for new equipment, can significantly influence the timing and level of our revenues. The terms, size and duration of such government actions are unpredictable and outside of our control. Any adverse change in government policy relating to those initiatives could have a material adverse effect on our business, results of operations and financial condition.

Our future performance depends on our ability to innovate and on market acceptance of new or existing products. Our success depends on our ability to maintain or increase our market share in existing markets and to expand into new markets through the development of innovative, high-quality products that provide adequate profitability. We have a strategic plan covering investments in innovation designed to further develop existing, and create new, product and service offerings responsive to customer needs, including developing and delivering connected and digital solutions, automation, electrification and autonomy. Achievement of these objectives is dependent on a number of factors, including our ability to maintain key dealer relationships, our ability to design and produce products that meet our customers’ quality, performance and price expectations, our ability to develop connected and digital solutions that improve the profitability and sustainability of customers through their production systems, our ability to develop effective sales, dealer training and marketing programs, and the ability of our dealers to support and service connected and digital solutions and emerging power solutions. Failure to develop and offer innovative products that compare favorably to those of our principal competitors in terms of price, quality, functionality, features, mobility and connected services, equipment electrification, fuel cell technology and autonomy, or delays in bringing strategic new products to market, or the inability to adequately protect our intellectual property rights or supply products that meet regulatory requirements, including engine emissions requirements, could result in reduced revenue and market share, which could have a material adverse effect on our business, results of operations and financial condition.

We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position. We own important intellectual property, including patents, trademarks, copyrights and trade secrets. Our intellectual property plays an important role in maintaining our competitive position in the markets that we serve. Our competitors may develop technologies that are similar or superior to our proprietary technologies or design around the intellectual property that we own or license. Despite our controls and safeguards, our technology may be misappropriated by employees, competitors or third parties. The pursuit of remedies for any misappropriation of intellectual property is expensive and the ultimate remedies may be insufficient. Further, in jurisdictions where the enforcement of intellectual property rights is less robust, the risk of misappropriation of our intellectual property is higher notwithstanding the efforts we undertake to protect it. Developments or assertions by or against us relating to intellectual property rights, and any inability to protect or enforce our rights sufficiently, could adversely affect our business, competitive position and results of operations.

We may not realize all of the anticipated benefits from our business initiatives and cost management initiatives. As part of our strategic plan, we are actively engaged in a number of initiatives to strengthen our business and increase our productivity, market positioning, efficiency and cash flow, all of which we expect will have a positive long-term effect on our business, results of operations and financial condition. These initiatives include our enhanced focus on digital, precision farming and alternative propulsion, as well as other initiatives aimed at improving our product portfolio and customer focus. There can be no assurance that these initiatives or others will be beneficial to the extent anticipated, or that the estimated efficiency or cash flow improvements will be realized as anticipated or at all. If these initiatives are not implemented successfully, they could have an adverse effect on our operations. We also expect to take targeted restructuring actions as we continue to optimize our cost structure and improve the efficiency of our operations. In order to complete these actions, we will incur charges. Failure to realize anticipated savings or benefits from our cost reduction actions could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

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. We have engaged in the past, and may engage in the future, in investments or mergers and acquisitions or enter into, expand or exit from strategic alliances and joint ventures that could involve risks that could prevent us from realizing the expected benefits of the transactions or the achievement of strategic objectives or could divert management’s time and attention. Such risks, many of which are outside our control, include:

▪technological and product synergies, economies of scale and cost reductions not occurring as expected;

▪unexpected liabilities;

▪incompatibility of operating, information or other systems;

▪inability to retain key employees;

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▪significant costs associated with terminating or modifying alliances; and

▪problems in retaining customers and integrating operations, services, personnel, and customer bases.

If issues were to arise with respect to an acquisition or the parties to one or more of our joint venture or strategic alliances or other relationships for managerial, financial, or other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses, results of operations and financial condition could be adversely affected.

Our business may be affected by climate change, unfavorable weather conditions or other calamities. Poor, severe or unusual weather conditions caused by climate change or other factors, particularly during the planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment customers. The timing and quantity of rainfall are two of the most important factors in agricultural production. Insufficient levels of rain prevent farmers from planting crops or may cause growing crops to die, resulting in lower yields. Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may cause crop loss through increased disease or mold growth. Temperature affects the rate of growth, crop maturity, crop quality and yield.

Temperatures outside normal ranges can cause crop failure or decreased yields and may also affect disease incidence. Natural disasters such as floods, hurricanes, storms, droughts, diseases and pests can have a negative impact on agricultural production. The resulting negative impact on farm income can strongly affect demand for our agricultural equipment in any given period.

In addition, natural disasters, pandemic illness, acts of terrorism or violence, acts of war, equipment failures, power outages, disruptions to our information technology systems and networks or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of parts or component products and disruption and delay in the transport of our products to dealers and customers. If such events occur, our financial results might be negatively impacted. Our existing insurance and risk management arrangements may not protect against all costs that may arise from such events.

Furthermore, the potentially long-term physical impacts of climate change on our facilities, suppliers and customers and therefore on our operations are highly uncertain and will be driven by the circumstances developing in various geographical regions. These may include long-term changes in temperature and water availability. These potential physical effects may adversely impact the demand for our products and the cost, production, sales and financial performance of our operations.

Regulators in Europe and the U.S. have also focused efforts on increased disclosure related to climate change and mitigation efforts.

Changes in demand for food and alternative energy sources could impact our revenues. Changing worldwide demand for farm outputs to meet the world’s growing food and alternative energy demands, driven by a growing world population and government policies, including those related to climate change, are likely to result in fluctuating agricultural commodity prices, which affect sales of agricultural equipment. While higher commodity prices will benefit our crop producing agricultural equipment customers, higher commodity prices also result in greater feed costs for livestock and poultry producers, which in turn may result in lower levels of equipment purchased by these customers. Lower commodity prices directly affect farm income, which could negatively affect sales of agricultural equipment. Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops they grow, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating bio-fuel utilization could affect demand for our equipment and result in higher research and development costs related to equipment fuel standards.

International trade policies may impact demand for our products and our competitive position. Government policies on international trade and investment such as sanctions, import quotas, capital controls or tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocks, may affect the demand for our products, technology and services, impact the competitive position of our products or prevent us from being able to sell products to certain customers or in certain countries. The implementation of more protectionist trade policies, such as more detailed inspections, higher tariffs, or new barriers to entry, in countries where we sell products and provide services could negatively impact our business, results of operations and financial position. For example, a government’s adoption of trade sanctions or “buy national” policies or retaliation by another government against such policies could have a negative impact on our results of operations.

OPERATIONAL RISKS

We depend on suppliers for raw materials, parts and components. We rely upon many suppliers for raw materials, parts and components that we require to manufacture our products. We cannot guarantee that we will be able to maintain access to raw materials, parts and components, and in some cases, this access may be affected by factors outside of our control and the control of our suppliers. Certain components and parts used in our products are available from a single supplier and cannot be quickly sourced from other suppliers. Significant disruptions to the supply chain resulting from shortages of raw materials, components, and whole-goods can adversely affect our ability to meet customer demand. For example, during 2022, increases in demand have exacerbated significant disruptions to the global supply chain stemming from the COVID-19 pandemic, which have affected our ability to receive

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certain materials and components on a timely basis and at anticipated costs. These supply chain disruptions have been caused and compounded by many factors, including changes in supply and demand, industry capacity constraints and labor shortages. Global logistics network challenges include ocean freight capacity constraints, international port delays, trucking and chassis shortages, railway and air freight capacity, and labor availability constraints, which have resulted in delays, shortages of key manufacturing components, increased order backlogs, and increased transportation costs. While we diligently monitor our supply chain risk and seek to respond promptly to address supply chain and logistics bottlenecks, there can be no assurance that our mitigation plans will be effective to prevent disruptions that may arise from shortages of materials that we use in the production of our products. Uncertainties related to the magnitude and duration of global supply chain disruptions have adversely affected, and may continue to adversely affect, our business and outlook.

We use a variety of raw materials in our businesses, including steel, aluminum, lead, resin and copper, and precious metals such as platinum, palladium and rhodium. The availability and price of these raw materials fluctuate, particularly during times of economic volatility or regulatory and geopolitical instability or in response to changes in tariffs, and while we seek to manage this exposure, we may not be successful in mitigating these risks. Further, increases in the prices for raw materials have resulted in and could continue to result in significant increases to our costs of production, which could have a material adverse effect on our business, results of operations and financial condition, particularly if we are unable to offset the increased costs through an increase in product pricing.

Our existing operations and expansion plans in emerging markets could entail significant risks. Our ability to grow our businesses depends to an increasing degree on our ability to increase market share and operate profitably worldwide and, in particular, in emerging market countries, such as Brazil, India, China, Argentina and Turkey. In addition, we could increase our use of suppliers located in such countries. Our implementation of these strategies will involve a significant investment of capital and other resources and exposes us to multiple and potentially conflicting cultural practices, business practices and legal requirements that are subject to change, including those related to tariffs, trade barriers, investments, property ownership rights, taxation, and sanction and export control requirements. For example, we may encounter difficulties in obtaining necessary governmental approvals in a timely manner. In addition, we may experience delays and incur significant costs in constructing facilities, establishing supply channels, and commencing manufacturing operations. Further, customers in these markets may not readily accept our products as compared with products manufactured and commercialized by our competitors. The emerging market countries may also be subject to a greater degree of economic and political volatility that could adversely affect our financial position, results of operations and cash flows. Many emerging market economies have experienced slower growth, volatility, and other economic challenges in recent periods and may be subject to a further slowdown in gross domestic product expansion and/or be impacted by domestic political or currency volatility, potential hyperinflationary conditions, and/or increase of public debt.

Dealer equipment sourcing and inventory management decisions could adversely affect our sales. We sell our products primarily through independent dealers and are subject to risks relating to their inventory management decisions and operating and sourcing practices. Our dealers carry inventories of finished products and parts as part of ongoing operations and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used equipment inventory. If our dealers’ inventory levels are higher than they desire, they may postpone product purchases from us, which could cause our sales to be lower than the end-user demand for our products and negatively impact our results. Similarly, our sales could be negatively impacted through the loss of time-sensitive sales if our dealers do not maintain inventory sufficient to meet customer demand. Further, dealers who carry other products that compete with our products may focus their inventory purchases and sales efforts on goods provided by other suppliers due to industry demand or profitability. Such inventory adjustments and sourcing decisions can adversely impact our sales, results of operations and financial condition.

Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations. In the ordinary course of business, we are involved in litigation and investigations on a wide range of topics, including securities law in the Netherlands and U.S., dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product claims, product performance, asbestos, personal injury, regulatory and contract issues, indirect tax issues, and environmental claims. The industries in which we operate are also periodically reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims. We are subject to regulation and oversight by securities regulatory authorities in a number of jurisdictions including the Netherlands, Italy and the United States. In the United States, we recently adopted on a voluntary basis the financial reporting standards and practices applicable to U.S. domestic issuers, which include certain incremental filing and reporting requirements. 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

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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 14: Commitments and Contingencies” to the consolidated financial statements for the year ended December 31, 2022 for additional information.

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. We use information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Additionally, we collect and store sensitive data, including intellectual property, proprietary business information and the proprietary information of our customers, suppliers and dealers, as well as personally identifiable information of our dealers, customers and employees, in data centers and on information technology networks. Operating these information technology systems and networks, and processing and maintaining this data, in a secure manner, are critical to our business operations and strategy. Increased information technology security threats (e.g. worms, viruses, malware, phishing attacks, ransomware, and other malicious threats) and more sophisticated computer crime pose a significant risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Cybersecurity attacks could also include attacks targeting customer data or the security, integrity and/or reliability of the hardware and software installed in our products.

While we actively manage information technology security risks within our control through security measures, business continuity plans and employee training around phishing and other cyber risks, our information technology networks and infrastructure have been and may be vulnerable to intrusion, attacks or disruptions or shutdowns due to attacks by cyber criminals, employee, supplier or dealer error or malfeasance or supply chain compromise.

A failure or breach in security, whether of our systems and networks or those of third parties on which we rely, could expose us and our customers, dealers and suppliers to risks of misuse of information or systems, the compromising of confidential information, loss of financial resources, manipulation and destruction of data, defective products, production downtimes and operations disruptions, which in turn could adversely affect our reputation, competitive position, businesses and results of operations. Security breaches could also result in litigation, regulatory action, unauthorized release of confidential or otherwise protected information and corruption of data, as well as remediation costs and higher operational and other costs of implementing further data protection measures. In addition, as security threats continue to evolve, we may need to invest additional resources to protect the security of our systems and data. The amount or scope of insurance coverage we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity attack.

Security breaches with respect to our products could interfere with our business and our dealers, and/or customers, exposing us to liability that would cause our business and reputation to suffer. Some of our products include connectivity hardware typically used for telematics services and remote system updates. While we have implemented security measures intended to prevent unauthorized access to these products, malicious actors have reportedly attempted, and may attempt in the future, to gain unauthorized access to such products including through such connectivity hardware in order to gain control of the products, change the products’ functionality, user interface, or performance characteristics, or gain access to data stored in or generated by the products. Any unauthorized access to or control of our products or systems or any loss of data could result in legal claims against us or government investigations. In addition, reports of unauthorized access to our products, systems, and data, regardless of their veracity, may result in the perception that the products, systems, or data are capable of being hacked, which could harm our brands, prospects, and operating results.

We face risks associated with our employment relationships. In many countries where we operate, our employees are protected by laws and/or collective labor agreements that guarantee them, through local and national representatives, the right of consultation on specific matters, including repurposing, downsizing or closure of production facilities and reductions in personnel. Laws and/or collective labor agreements applicable to us could impair our flexibility in reshaping and/or strategically repositioning our business activities. Therefore, our ability to efficiently deploy personnel or implement permanent or temporary redundancy measures is subject to government approvals and/or the agreement of labor unions where such laws and agreements are applicable. Furthermore, the failure of the Company to successfully renegotiate labor agreements as they expire from time to time led, and could in the future lead, to work interruption or stoppage. Any strike, work stoppage, or other dispute with labor unions distracts management from operating the business, may affect the Company's reputation, could significantly impact the volume of products we manufacture and sell, which could have a material adverse effect on our business, results of operations and financial condition. In addition, the COVID-19 pandemic has resulted in material changes in how and where employees work.

Our ability to execute our strategy is dependent upon our ability to attract, develop and retain qualified personnel. Our ability to compete successfully, to manage our business effectively, to expand our business and to execute our strategic direction, depends, in part, on our ability to attract, motivate and retain qualified personnel in key functions and markets. In particular, we are dependent on our ability to attract, motivate and retain qualified personnel with the requisite education, skills, background, talents and industry

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experience. Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, difficulty in recruiting new personnel, or the inability to integrate and retain qualified personnel, could impair our ability to execute our business strategy and meet our business objectives. These may be affected by the loss of employees, particularly when departures involve larger numbers of employees. Higher rates of employee separations may adversely affect us through decreased employee morale, the loss of knowledge of departing employees, and the devotion of resources to recruiting and onboarding new employees.

COMPLIANCE RISKS

We are subject to increasingly stringent and evolving laws that impose significant compliance costs. We are subject to comprehensive and constantly evolving laws, regulations and policies in numerous jurisdictions around the world. We expect the extent of legal requirements affecting our businesses and our costs of compliance to continue to increase in the future. Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict – and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also becoming increasingly strict. To comply with such laws, we make significant investments in research and development and capital expenditures and expect to continue to incur substantial costs in the future. Failure to comply with such laws could limit or prohibit our ability to sell our products in a particular jurisdiction, expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of our activities, as well as damage to property or natural resources. Liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws, including those that may be adopted or imposed in the future, could negatively impact our ability to conduct our operations and our results of operations and financial condition. In addition, there can be no assurance that we will not be adversely affected by costs, liabilities or claims with respect to any subsequently acquired operations.

Further, environmental, health and safety regulations change from time to time, as may related interpretations and other guidance. For example, changes in environmental and climate change laws, including laws relating to engine and equipment emissions, safety regulations, fuel requirements, restricted substances, or greenhouse gas emissions, could lead to new or additional investments in product designs to comply with these regulations. Our internal combustion engines are mainly supplied by FPT S.p.A., a company controlled by Iveco N.V., and compliance with emissions regulations is contractually allocated to our suppliers. Failure of our suppliers to ensure compliance with the applicable regulations may result in our Company be subject to administrative and legal proceedings and other material consequences. Further, we may experience production delays if our suppliers are unable design and manufacture components for our products that comply with environmental standards. For instance, as we are required to meet more stringent engine emission reduction standards that are applicable to engines we incorporate into our products, we expect to meet these requirements through the introduction of new technology to our products, engines and exhaust after-treatment systems, as necessary. Failure to meet applicable requirements could materially affect our performance.

Changes to existing laws and regulations or changes to how they are interpreted or the implementation of new, more stringent laws or regulations could adversely affect our business by increasing compliance costs, limiting our ability to offer a product or service, requiring changes to our business practices, or otherwise making our products and services less attractive to customers. For example, so-called “right to repair” legislation proposals in certain states and at the federal level in the U.S. could require us to provide access to the software code embedded in our products, which, among other harmful consequences, could create product safety issues, compromise engine emissions and performance controls, adversely affect the protection of our intellectual property, and limit our ability to recoup necessary investments in innovation and research and development.

We are subject to extensive laws and regulations, the violation of which could expose CNH Industrial to potential liabilities, increased costs and other adverse effects. Due to the global scope of our operations, we are subject to many laws and regulations that apply to our operations around the world, including the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act, as well as a range of national anti-corruption and antitrust or competition laws that apply to conduct in a particular jurisdiction. These anti-corruption laws prohibit improper payments in cash or anything of value to improperly influence third parties to obtain or retain business or gain a business advantage. These laws tend to apply regardless of whether those practices are legal or culturally acceptable in a particular jurisdiction. Over the past several years there has been an increase in the enforcement of anti-corruption and antitrust or competition laws both globally and in particular jurisdictions and we have from time to time been subject to investigations and charges claiming violations of anti-corruption or antitrust or competition laws. We are committed to operating in compliance with all applicable laws, in particular, anti-corruption and antitrust or competition laws. We have implemented a program to promote compliance with these laws and to reduce the likelihood of potential violations. Our compliance program, however, may not in every instance protect us from acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or regulations of the jurisdictions in which we operate. Such improper actions could subject us to civil or criminal investigations and monetary, injunctive and other penalties as well as damage claims. Investigations of alleged violations of these laws tend to be expensive and require significant management time and attention, and these investigations of purported violations, as well as any publicity regarding potential violations, could harm our reputation and have a material adverse effect on our business, results of operations and financial position. For further information see "Note 14: Commitments and Contingencies” to the consolidated financial statements at December 31, 2022.

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Changes in privacy laws could disrupt our business. The regulatory framework for privacy and data security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. We collect personal information and other data as part of our business operations. This data is subject to a variety of U.S. and foreign laws and regulations. For example, the European Union's General Data Protection Regulation imposes more stringent data protection requirements and provides for significant penalties for noncompliance. New privacy laws will continue to come into effect around the world. We may be required to incur significant costs to comply with these and other privacy and data security laws, rules and regulations. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.

New regulations or changes in financial services regulations could adversely impact us. Our Financial Services’ operations are highly regulated by governmental and banking authorities in the locations where we operate, which can impose significant additional costs and/or restrictions on our business. In the U.S., for example, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), including its regulations, as well as other efforts at regulatory reform in financial services may substantially affect the origination, servicing, and securitization programs of our Financial Services segment as well as limit the ability of our customers to enter into hedging transaction or finance purchases of our equipment. The Dodd-Frank Act also strengthens the regulatory oversight of these securities and related capital market activities by the SEC and increases the regulation of the ABS markets through, among other things, a mandated risk retention requirement for securitizers and a direction to regulate credit rating agencies. Future regulations may affect our ability to engage in these capital market activities or increase the effective cost of such transactions, which could adversely affect our financial position, results of operations and cash flows.

FINANCIAL AND TAXATION RISKS

Difficulty in obtaining financing or refinancing existing debt could impact our financial performance. Our performance will depend on, among other things, our ability to finance debt repayment obligations and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank loans and/or facilities and access to capital markets or other sources of financing. A decline in revenues could have a negative impact on the cash-generating capacity of our operations. Consequently, we could find ourselves in the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable market conditions with limited availability of funding and a general increase in funding costs. Instability in global capital markets, including market disruptions, limited liquidity and interest rate and exchange rate volatility, could reduce our access to capital markets or increase the cost of our short and long-term financing. Any difficulty in obtaining financing could have a material adverse effect on our business, results of operations and financial position.

Our ability to access the capital markets or other forms of financing and related costs are highly dependent on, among other things, the credit ratings of CNH Industrial N.V., its subsidiaries, ABS and other debt instruments. Rating agencies may review and revise their ratings from time to time, and any downgrade or other negative action with respect to our credit ratings by one or more rating agencies may increase our cost of capital, potentially limit our access to sources of financing, and have a material adverse effect on our business, results of operations and financial condition.

We are subject to exchange rate fluctuations, interest rate changes and other market risks. We operate in numerous markets worldwide and are exposed to market risks stemming from fluctuations in currency and interest rates, including as a result of changes in monetary or fiscal policies of governmental authorities from time to time. We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, the reporting currency for our Consolidated Financial Statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in other currencies. Those assets, liabilities, expenses and revenues are translated into the U.S. dollar at the applicable exchange rates to prepare our Consolidated Financial Statements. Therefore, increases or decreases in exchange rates between the U.S. dollar and those other currencies affect the value of those items reflected in our Consolidated Financial Statements, even if their value remains unchanged in their original currency. Changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on our results of operations and financial condition.

We use various forms of financing to cover the funding requirements of our Industrial Activities and for financing offered to customers and dealers by Financial Services. Financial Services normally implements a matching policy to offset the impact of differences in interest rates on the financed portfolio and related liabilities. Nevertheless, any future changes in interest rates can result in increases or decreases in revenues, finance costs and margins.

Although we seek to manage our currency risk and interest rate risk, including through hedging activities, there can be no assurance that we will be able to do so successfully, and our business, results of operations and financial position could be adversely affected. In addition, by utilizing these instruments, we potentially forego the benefits that may result from favorable fluctuations in currency exchange and interest rates. For additional information, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” to the consolidated financial statements at December 31, 2022.

We also face risks from currency devaluations. Currency devaluations result in a diminished value of funds denominated in the currency of the country suffering the devaluation.

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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. Negative economic conditions can have an adverse effect on the financial services industry in which Financial Services operates. Financial Services, through wholly-owned financial services companies and joint ventures, provides financing for a significant portion of our sales worldwide. Financial Services may experience credit losses that exceed its expectations and adversely affect its financial condition and results of operations. Financial Services’ inability to access funds at cost-effective rates to support its financing activities could have a material adverse effect on our business. Financial Services’ liquidity and ongoing profitability depend largely on timely access to capital in order to meet future cash flow requirements and to fund operations and costs associated with engaging in diversified funding activities. Additionally, negative market conditions could reduce customer confidence levels, resulting in declines in credit applications and increases in delinquencies and default rates, which could materially impact Financial Services’ write-offs and provision for credit losses. Financial Services may also experience residual value losses that exceed its expectations caused by lower pricing for used equipment and higher than expected equipment returns at lease maturity.

We are subject to interest rate risks and changes in interest rates can reduce demand for equipment, adversely affect the interest margins in our Financial Services segment, and limit access to capital markets while increasing borrowing costs. Rising interest rates could have a dampening effect on overall economic activity as well as on the financial health of our customers, either of which could negatively affect customer demand for our products and services as well as customers’ ability to service any financing provided by our Financial Services segment. In addition, credit market dislocations could have an impact on funding costs, which in turn may make it more difficult for our Financial Services Segment to offer customers competitive financing rates. While we aim to limit the exposure of our net financial assets to changes in prevailing interest rates, interest rates volatility could have an adverse effect on our net interest rate margin -i.e., the difference between the yield we earn on assets and the interest rates we pay. Actions by credit rating agencies, such as downgrades or negative changes to ratings outlooks, can affect the availability and cost of funding for the Company and can increase the Company’s cost of capital and hurt its competitive position.

An increase in delinquencies or repossessions could adversely affect the results of Financial Services. Fundamental in the operation of Financial Services is the credit risk associated with its customers/borrowers. The creditworthiness of each customer, rates of delinquency and default, repossessions and net losses on loans to customers are impacted by many factors, including: relevant industry and general economic conditions; the availability of capital; the terms and conditions applicable to extensions of credit; the experience and skills of the customer’s management team; commodity prices; political events, including government mandated moratoria on payments; weather; and the value of the collateral securing the extension of credit. An increase in delinquencies or defaults, or a reduction in repossessions could have an adverse impact on the performance of Financial Services and our earnings and cash flows. In addition, although Financial Services evaluates and adjusts its allowance for credit losses related to past due or non-performing receivables on a regular basis, adverse economic conditions or other factors that might cause deterioration of the customers' financial health could change the timing and level of payments received and thus necessitate an increase in Financial Services’ reserves for estimated losses, which could have a material adverse effect on Financial Services’ and our results of operations and cash flows.

We may be exposed to shortfalls in our pension plans. At December 31, 2022, the funded status for our defined benefit pension, healthcare and other post-employment benefit plans was a deficit of $408 million. The funded status is subject to many factors, as discussed in “Management's Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Estimates—Pension and Other Post-employment Benefits,” as well as “Note 12: Employee Benefit Plans and Postretirement Benefits” to the consolidated financial statements for the year ended December 31, 2022.

To the extent that our obligations under a plan are unfunded or underfunded, we will have to use cash flows from operations and other sources to pay our obligations as they become due. In addition, since the assets that currently fund these obligations are primarily invested in debt instruments and equity securities, the value of these assets is subject to changes due to market fluctuations.

We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility. As of December 31, 2022, we had an aggregate of $22,962 million (including $18,941 million relating to Financial Services’ activities) of consolidated gross indebtedness, and our equity was $6,927 million, including non-controlling interests. The extent of our indebtedness could have important consequences on our operations and financial results, including:

▪we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes;

▪we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes;

▪we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage;

▪we may not be able to invest in the development or introduction of new products or new business opportunities;

▪our future cash flow may be exposed to the risk of interest rate volatility (see above);

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▪we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions; and

▪we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to provide competitive retail and wholesale financing programs.

These risks are exacerbated by the ongoing volatility in the financial markets, in part resulting from perceived strains on the finances and creditworthiness of several governments and financial institutions, particularly in the European Union and South America, and from continued concerns about global economic growth, particularly in emerging markets.

Further, due to the cessation of the London Interbank Offered Rate (“LIBOR”), the Company has entered into financial transactions such as credit agreements and certain derivative transactions that use the relevant new benchmark rates. These new benchmark rates are calculated differently from LIBOR and have inherent differences, which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rates. The full effects of the transition to these new benchmark rates remain uncertain.

Restrictive covenants in our debt agreements could limit our financial and operating flexibility. The agreements governing our outstanding debt securities and other credit agreements to which we are a party from time to time contain, or may contain, covenants that restrict our ability to, among other things:

▪incur additional indebtedness by certain subsidiaries;

▪make certain investments;

▪enter into certain types of transactions with affiliates;

▪sell or acquire certain assets or merge with or into other companies; and/or

▪use assets as security in other transactions.

Although we do not believe any of these covenants materially restrict our operations currently, a breach of one or more of the covenants could result in adverse consequences that could negatively impact our businesses, results of operations, and financial position. These consequences may include the acceleration of amounts outstanding under certain of our credit facilities, triggering an obligation to redeem certain debt securities, termination of existing unused commitments by our lenders, refusal by our lenders to extend further credit under one or more of the facilities or to enter into new facilities or the lowering or modification of CNH Industrial’s credit ratings or those of one or more of its subsidiaries. For further information, see “Note 10: Debt” to the consolidated financial statements for the year ended December 31, 2022 for additional information.

CNH Industrial N.V. operates and will 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. CNH Industrial N.V. is not incorporated in the U.K.; therefore, in order to be resident in the U.K. for tax purposes, CNH Industrial N.V.’s central management and control must be located (in whole or in part) in the U.K. The test of central management and control is largely a question of fact based on all the circumstances. The decisions of the U.K. courts and the published practice of His Majesty’s Revenue & Customs, or HMRC, suggest that CNH Industrial N.V. should be regarded as being U.K.-resident on this basis. The competent authority ruling referred to below supports this analysis. Although CNH Industrial N.V.’s “central management and control” is in the U.K., it would not be treated as U.K.-resident if (a) CNH Industrial N.V. were concurrently resident in another jurisdiction (applying the tax residence rules of that jurisdiction) which has a double tax treaty with the U.K.; and (b) that tax treaty allocates exclusive residence to that other jurisdiction.

Although CNH Industrial N.V.’s central management and control is in the U.K., CNH Industrial N.V. is considered to be resident in the Netherlands for Dutch corporate income tax and Dutch dividend withholding tax purposes because CNH Industrial N.V. is incorporated in the Netherlands. The U.K. and Dutch competent authorities have agreed, following a mutual agreement procedure (as contemplated by the Netherlands-U.K. tax treaty), that CNH Industrial will be regarded as solely resident in the U.K. for purposes of the application of the Netherlands-U.K. tax treaty provided that CNH Industrial operates as planned and provides appropriate required evidence to the U.K. and Dutch competent tax authorities. If the facts upon which the competent authorities issued this ruling change over time, this ruling may be withdrawn or cease to apply and in that case the Netherlands may levy corporate income tax on CNH Industrial N.V. and impose withholding taxes on dividends distributed by CNH Industrial N.V.,which could have a material adverse effect on our results of operations and financial condition.

CNH Industrial N.V.’s residence for Italian tax purposes is also largely a question of fact based on all the circumstances. CNH Industrial N.V. has a management and organizational structure such that CNH Industrial N.V. should not be deemed resident in Italy under Italian domestic law except to the extent of CNH Industrial N.V.'s Italian branch, and should be deemed resident exclusively in the U.K. from the date of its incorporation for purposes of the Italy-U.K. tax treaty. Because this analysis is highly factual and may depend on future changes in CNH Industrial’s management and organizational structure, there can be no assurance regarding the final determination of its tax residence. Should CNH Industrial N.V. be treated as an Italian tax resident, CNH Industrial would be subject to corporate income tax in Italy on its worldwide income and may be required to comply with withholding tax on dividends and other

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distributions and/or reporting obligations under Italian law, which could result in additional costs and expenses, which may have a material adverse effect on our results of operations and financial condition.

Tax may be required to be withheld from dividend payments. The U.K. does not require U.K. tax-resident companies to withhold tax from dividend payments (except in circumstances that are not relevant to CNH Industrial). Although the U.K. and Dutch competent authorities have ruled that we should be treated as solely resident in the U.K. for the purposes of the Netherlands-U.K. double tax treaty, dividend payments made by us to Dutch residents are still subject to Dutch dividend withholding tax under Dutch domestic law and we have no obligation to gross-up or pay additional amounts in respect of such dividend payments. This position with respect to dividend withholding is contingent upon CNH Industrial’s maintenance of its exclusive U.K. tax residency and is subject to any future change of law.

In the case that withholding taxes are imposed on future dividends or distributions with respect to our common shares due to a change in law or for any other reason, whether such withholding taxes are creditable against a tax liability to which a shareholder is otherwise subject depends on the laws of such shareholder’s jurisdiction and such shareholder’s particular circumstances. Shareholders are urged to consult their tax advisors in respect of the consequences of the potential imposition of withholding taxes.

The Company could be characterized as a passive foreign investment company (PFIC) for U.S. federal income tax purposes The U.S. federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. We believe that the Company is not a passive foreign investment company, but this conclusion is a factual determination made annually and may be subject to change. U.S. Holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

We may incur additional tax expense or become subject to additional tax exposure. We are subject to income taxes, as well as non-income-based taxes, in various jurisdictions in which we operate around the world. Our tax liabilities are dependent upon the mix of earnings among these different jurisdictions. Our future results of operations could be adversely affected by changes in the consolidated effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in our overall profitability, changes to our transfer pricing approach, changes in tax legislation and rates, changes in generally accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. If our effective tax rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued or paid, our operating results, cash flows, and financial position could be adversely affected. We are also subject to ongoing tax audits in the various jurisdictions in which we operate. Tax authorities may disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our business, results of operations, financial condition, and cash flows, see Management's Discussion and Analysis of Financial Condition and Results of Operations - Taxation.

RISKS RELATED TO OUR COMMON SHARES

Our maintenance of two exchange listings may adversely affect liquidity in the market for our common shares and could result in pricing differentials of our common shares between the two exchanges. The dual listing of our common shares on the New York Stock Exchange (NYSE) and the Euronext Milan (previously named MTA) may split trading between the two markets and adversely affect the liquidity of the shares in one or both markets and the development of an active trading market for our common shares on the NYSE and may result in price differentials between the exchanges. Differences in the trading schedules, trading volume and investor bases, as well as volatility in the exchange rate between the two trading currencies, among other factors, may result in different trading prices for our common shares on the two exchanges or otherwise adversely affect liquidity and trading prices of our shares. On February 1, 2023, the Company announced that it believes that its shareholders will be best served by a single stock listing on the NYSE and that we are monitoring the ongoing initiatives of harmonization and simplification of the legal and regulatory framework of the Italian financial system that could allow for a smooth transition to a single listing on the NYSE. There can be no assurance that these initiatives will be completed or as beneficial as anticipated, in which case the company will have to pursue other avenues to achieve the single listing on the NYSE. There can be also no assurance or that the estimated efficiency will be realized as anticipated or at all. As a result, our stock price might be more volatile than it would be if it was listed on a single stock exchange.

The loyalty voting program may affect the liquidity of our common shares and reduce our share price. CNH Industrial’s loyalty voting program was established to reward shareholders for maintaining long-term share ownership by granting at inception initial shareholders and subsequently any other person holding shares continuously for at least three years, the option to elect to receive special voting shares. Issuance of special voting shares is subject to various conditions set forth in the Company's constituting documents, including the registration of the common shares held by each shareholder requesting the issuance of special voting shares in the CNH Industrial Loyalty Register. Special voting shares have minimal economic entitlements and cannot be traded. In the event any shareholder holding such special voting shares intends to transfer its common shares from the CNH Industrial Loyalty Register, immediately prior to such transfer, any corresponding special voting shares shall be transferred to CNH Industrial for no consideration (om niet). This loyalty voting program is designed to encourage a stable shareholder base and, conversely, it may deter trading by

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those shareholders who are interested in gaining or retaining special voting shares. Therefore, the loyalty voting structure may reduce liquidity in our common shares and adversely affect their trading 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. The provisions of our Articles of Association establishing the loyalty voting program may make it more difficult for a third party to acquire, or attempt to acquire, control of us, even if a change of control is considered favorably by shareholders holding a majority of our common shares. As a result of the loyalty voting program, a relatively large proportion of the voting power of our common shares could be concentrated in a relatively small number of shareholders who would have significant influence over us. As of January 31, 2023, EXOR N.V. had a voting interest in CNH Industrial of approximately 42.8%. For further information, see “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” to the consolidated financial statements at December 31, 2022. Such shareholders participating in the loyalty voting program could effectively prevent change of control transactions that may otherwise benefit our shareholders.

The loyalty voting program may also prevent or discourage shareholders’ initiatives aimed at changes in our management.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

As of December 31, 2022, we owned 43 manufacturing facilities. We also own other significant properties including spare parts depots, research laboratories, test tracks, warehouses, and office buildings. We consider each of our facilities to be in good condition and adequate for its present use. We believe that we have sufficient capacity to meet our current and anticipated manufacturing requirements.

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The following table provides information about our manufacturing and engineering facilities as of December 31, 2022:

Location	Primary Functions	Approximate Covered Area (Sqm/ 000)
Italy
San Piero in Bagno	Earthmoving machines	14
Jesi	Tractors	77
Lecce	Wheel loaders, compact track loaders, telehandlers; graders; R&D center	130
Modena	Components	102
S. Matteo	R&D center	51
Cesena	Earthmoving machines	8
United States
Benson	Sprayers, cotton harvesting; R&D center	41
Burlington	Backhoe loaders, forklift trucks; R&D center	91
Burr Ridge	R&D center	44
Fargo	Tractors, wheeled loaders; R&D center	88
Goodfield	Soil management equipment; R&D center	39
Grand Island	Tractors and combines	128
Mt. Joy	R&D center	11
Mt. Vernon	Tracks; R&D center	7
New Holland	Hay & Forage; R&D center	104
Racine	Tractors, transmissions	105
Sioux Falls	Ag Assembly Mfg, Repair Shop, Training and R&D center	23
St. Nazianz	Self-propelled sprayers	24
Wichita	Skid steer loaders; R&D center	46
Wautoma	Components	2
Sioux Falls	Precision Agriculture	16
Scottsdale (Phoenix)	R&D Digital	1
Ames	R&D	1
Wakarusa	R&D Service	1
Rapid City	R&D	1
Brookings	R&D	1
France
Coex	Grape Harvesters; R&D center	26
Croix	Cabins	12
Brazil
Belo Horizonte (Contagem)	Crawler excavators, crawler dozers, wheel loaders, graders, backhoe loaders; R&D center	58
Curitiba	Combines and tractors; R&D center	117
Piracicaba	Sugar cane harvesters, coffee harvesters, sprayers; R&D center	23
Sorocaba	Combines and other Agriculture; R&D center	188
China
Harbin	Combines, tractors, balers; R&D center	121
Urumqi	Cotton pickers	10
Kunshan	Manufacturing	8
Belgium
Antwerp	Components	77
Zedelgem	Combines, forage harvesters and balers; R&D center	154
India

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Noida	Tractors; R&D center	95
Pithampur	Backhoe loaders, earth compactors, crawler excavator; R&D center	45
Pune	Sugar cane harvesters and combines; R&D center	80
Poland
Kutno	Row crop, cultivators, harvesters; R&D center	33
Plock	Combines, balers and headers; R&D center	129
Others
Cordoba (Argentina)	Tractors and combines	35
St. Valentin (Austria)	Tractors; R&D center	53
Cowra (Australia)	Tillage; R&D center	6
Mannum (Australia)	Seeding & Tillage	17
Saskatoon (Canada)	Sprayers, seeders; R&D center	61
Queretaro (Mexico)	Components	15
Wieringerwerf (Netherlands)	Ag Assembly Mfg	2
Överum (Sweden)	Ploughs; R&D center	49
Basildon (United Kingdom)	Tractors; R&D center	129

Item 3.     Legal Proceedings

As a global company with a diverse business portfolio, CNH Industrial 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 in “Note 14: Commitments and Contingencies” to our Consolidated Financial Statements for the year ended December 31, 2022.

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 Industrial 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 Industrial’s financial position and results.

Although the ultimate outcome of legal matters pending against CNH Industrial and its subsidiaries cannot be predicted, management 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 our Consolidated Financial Statements.

We maintain insurance with third party insurers to cover various risks arising from our business activities including, but not limited to, risk of loss or damage to our assets or facilities, business interruption losses, general liability, automobile liability, product liability and directors' and officers' liability insurance. We believe that we maintain insurance coverage that is customary in our industry. Until 2022, we used a broker that is a subsidiary of Stellantis N.V. ("Stellantis", formerly Fiat Chrysler Automobiles N.V. which, effective January 16, 2021, merged with Peugeot S.A. by means of a cross-border legal merger) to place a portion of our insurance coverage. Starting with the placement of the 2023 insurance coverage, we have moved to a third-party broker.

Item 4.    Mine Safety Disclosure

Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Listing Information

CNH Industrial N.V. common stock is listed on the New York Stock Exchange in the United States and on Euronext Milan, in Italy under the symbol "CNHI".

Number of Shareholders

At January 31, 2023, there were 408 registered holders of our common stock in the U.S., including 124 shareholders that hold special voting shares associated with their common shares. This number does not include stockholders who hold their stock through brokers, banks and other nominees or hold their shares outside of the United States.

Stock Performance Graph

The following graph compares the cumulative total shareholder return on our Common Stock with the total return on the S&P 500 Index and the S&P 500 Industrials Index for the five year period ended December 31, 2022. It shows the growth of a $100 investment on December 31, 2017, including the reinvestment of all dividends.

	Base Period		Years Ending
Company/Index	2017		2018		2019		2020		2021		2022
CNH Industrial	$	100	$	70	$	85	$	99	$	151	$	146
S&P 500	$	100	$	96	$	126	$	149	$	192	$	157
S&P 500 Industrials	$	100	$	87	$	112	$	125	$	151	$	143

Dividends

CNH Industrial’s dividend policy permits annual dividends of between 25-35% of its consolidated net income in any one year. In line with its dividend policy, on February 2, 2023, CNH Industrial announced that its Board of Directors intends to recommend and propose to the Company’s shareholders a dividend of €0.36 per common share, totaling approximately €483 million (equivalent to approximately $511 million) subject to the approval of the Company's shareholders. While the Company currently expects a cash dividend to be paid in the future, future dividend payments will depend on the Company's earnings, capital requirements, financial condition, and other factors considered relevant by the Company's Board of Directors.

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Issuer Purchases of Equity Securities

On September 19, 2022, CNH Industrial N.V. announced the launch of the first tranche of $50 million share buyback in the framework of its $300 million share buyback program, previously approved on July 28, 2022. The Company’s purchases of its common shares under the buy-back program during the three months ended December 31, 2022 were as follows:

Period	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Average Price Paid per Share (€)	Average Price Paid per Share ($)(1)	Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($)
10/1/2022 - 10/31/2022	2,548,970	12.26	12.01	8,608,488
11/1/2022 -11/30/2022	398,262	14.48	15.02	2,626,593
12/1/2022 - 12/31/2022	—	—	—	2,626,593
Total	2,947,232			2,626,593

1) Share repurchases are made on Euronext Milan and have been translated from Euros at the exchange rate reported by the European Central Bank on the respective transaction dates.

Other Shareholder Matters

Taxation

Nothing within this section should be considered or relied upon as tax advice. Rather, all prospective purchasers and holders of CNH Industrial stock, regardless of their country of residency, should consult their own tax advisors regarding the U.S. federal, state, local and foreign tax consequences of owning and disposing of CNH Industrial stock based upon their particular circumstances.

Taxation of Loyalty Voting Program

The Company maintains a Loyalty Register which provides for special voting shares to reward long-term ownership of the Company’s common shares and to promote stability of its shareholder base, as further defined in Note 16 to the Financial Statements.

The tax consequences to Shareholders of owning special voting shares are uncertain because no statutory, judicial or administrative authority directly discusses how the receipt, ownership or disposition of special voting shares should be treated for tax purposes.

U.S. Passive Foreign Investment Company (PFIC)

The U.S. federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. CNH Industrial believes that shares of its stock are not stock of a PFIC, but this conclusion is a factual determination made annually and thus may be subject to change. U.S. Holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

Material U.K. Tax Consequences

This section summarizes the material U.K. tax consequences of the ownership of CNH Industrial common shares for U.S. Shareholders. It is intended only as a general guide and does not purport to be a complete analysis of all potential U.K. tax consequences of holding CNH Industrial common shares. This section is based on current U.K. tax law and what is understood to be the current practice of H.M. Revenue and Customs, as well as applicable tax treaties, as of the date of this form. This law and practice and these treaties are subject to change, possibly on a retroactive basis.

This section applies only to shareholders of CNH Industrial that are U.S. Shareholders, that are not resident or domiciled in the U.K., that hold their shares as an investment, and that are the absolute beneficial owner of both the shares and any dividends paid on the shares. This section does not apply to members of any special class of shareholders subject to special rules, such as:

•a pension fund;

•a charity;

•persons acquiring their shares in connection with an office or employment;

•a dealer in securities;

•an insurance company; or

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•a collective investment scheme.

In addition, this section may not apply to:

•any shareholders that, either alone or together, with one or more associated persons, such as personal trusts and connected persons, control directly or indirectly at least 10% of the voting rights or of any class of share capital of CNH Industrial; or

•any person holding shares as a borrower under a stock loan or an interim holder under a repurchase agreement.

Taxation of Dividends

Withholding from dividend payments

Under U.K. domestic law, dividend payments on CNH Industrial common shares may be made without withholding or deduction for or on account of U.K. income tax.

Non-U.K. - Resident Shareholders

A shareholder of CNH Industrial common shares that is not resident in the U.K. for U.K. tax purposes will not be liable to account for income or corporation tax in the U.K. on dividends paid on the shares unless the shareholder carries on a trade (or profession or vocation) in the U.K. and the dividends are either a receipt of that trade (or profession or vocation) or, in the case of U.K. corporation tax, the shares are held by or for a U.K. permanent establishment through which the trade is carried on.

Taxation of Capital Gains

Non-U.K. - Resident Shareholders

As long as CNH Industrial does not maintain any share register in the U.K., the disposal of CNH Industrial common shares by a shareholder that is not resident in the U.K. for tax purposes (other than individuals temporarily non-resident in the U.K. for a period of less than five complete tax years) will not give rise to a chargeable gain or allowable loss.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

As long as CNH Industrial does not maintain any share register in the U.K., (i) U.K. stamp duty will not normally be payable in connection with a transfer of common shares, provided that the instrument of transfer is executed and retained outside the U.K. and no other action is taken in the U.K. by the transferor or transferee, and (ii) no U.K. SDRT will be payable in respect of any agreement to transfer CNH Industrial common shares.

Tax Consequences of Participating in the Loyalty Voting Program

A non-U.K.-resident shareholder that would not be subject to tax on dividends or capital gains in respect of CNH Industrial common shares will not be subject to U.K. tax in respect of the special voting shares.

As long as CNH Industrial does not maintain any share register in the U.K., no liability to U.K. stamp duty or SDRT will arise to shareholders on the issue or repurchase of special voting shares.

Netherlands Taxation

This section summarizes solely the principal Dutch tax consequences of the acquisition, the ownership and the disposal of CNH Industrial common shares and / or special voting shares, by Non-Resident holders of such shares (as defined below). It does not purport to describe every aspect of Dutch taxation that may be relevant to a particular holder of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares. Tax matters are complex, and the tax consequences to a particular holder of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares, will depend in part on such holder’s circumstances. Shareholders and any potential inventor should consult their own tax advisors regarding the Dutch tax consequences of acquiring, owning and disposing of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares in their particular circumstances.

Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law. Where in this section the terms “the Netherlands” and “Dutch” are used, these refer solely to the European part of the Kingdom of the Netherlands

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This summary also assumes that the board shall control the conduct of the affairs of CNH Industrial and shall procure that CNH Industrial is organized in accordance with the facts, based upon which the competent authorities of the U.K. and the Netherlands have ruled that CNH Industrial should be treated as solely resident of the U.K. for the application of the tax treaty as concluded between the U.K. and the Netherlands. A change in facts and circumstances based upon which the ruling was issued may invalidate the contents of this section, which will not be updated to reflect any such change.

This summary is based on the tax law of the Netherlands (unpublished case law not included) as it stands at the date of this form. The law upon which this summary is based is subject to change, perhaps with retroactive effect. Any such change may invalidate the contents of this summary, which will not be updated to reflect such changes.

Scope of the Summary

The summary of Dutch taxes set out in this section “Material Dutch tax consequences” only applies to a holder of shares who is a Non-Resident holder of shares. For the purpose of this summary, a holder of shares is a Non-Resident holder of shares if such holder is neither a resident nor deemed to be resident in the Netherlands for purposes of Dutch income tax or corporation tax as the case may be.

This Dutch taxation discussion does not address the Dutch tax consequences for a holder of CNH Industrial common shares and, if applicable, special voting shares who:

1.Is a person who may be deemed an owner of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares for Dutch tax purposes pursuant to specific statutory attribution rules in Dutch tax law;

2.Owns CNH Industrial common shares and, if applicable, CNH Industrial special voting shares in connection with a membership of a management board or a supervisory board, an employment relationship, a deemed employment relationship or management role; or

3.Is for Dutch tax purposes taxable as a corporate entity and resident of Aruba, Curaçao, or Sint Maarten.

Dividend Withholding Tax

CNH Industrial is generally required to withhold Dutch dividend withholding tax at a rate of 15 percent from dividends distributed by it. The competent authorities of the U.K. and the Netherlands have ruled that CNH Industrial is resident of the U.K. for the application of the tax treaty as concluded between the Netherlands and the U.K. Consequently, payments made by CNH Industrial on the common shares and / or the special voting shares to Non-Resident shareholders may be made free from Dutch dividend withholding tax.

Taxes on income and capital gains from the ownership and disposition of CNH Industrial common shares and / or special voting shares

Individuals

If a Non-Resident holder of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares is an individual, the holder will not be subject to Dutch income tax in respect of any benefits derived or deemed to be derived from or in connection with CNH Industrial common shares and, if applicable, CNH Industrial special voting shares, except if:

(i)the holder derives profits from an enterprise, whether as an entrepreneur or pursuant to a co-entitlement to the net value of such enterprise, other than as a shareholder, and such enterprise is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and such holder’s CNH Industrial common shares and, if applicable, CNH Industrial special voting shares are attributable to such permanent establishment or permanent representative; or

(ii)the holder benefits or is deemed to derive benefits from or in connection with CNH Industrial common shares and, if applicable, CNH Industrial special voting shares that are taxable as benefits from miscellaneous activities performed in the Netherlands; or

(iii)the holder derives profits pursuant to the entitlement to a share in the profits of an enterprise, other than as a holder of securities, which is effectively managed in the Netherlands and to which enterprise CNH Industrial common shares and, if applicable, CNH Industrial special voting shares are attributable.

Corporate entities

If a Non-Resident holder of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares is a corporate entity, or an entity including an association, a partnership and a mutual fund, taxable as a corporate entity, it will not be subject to Dutch corporation tax in respect of any benefits derived or deemed to be derived from or in connection with CNH Industrial common shares and, if applicable, CNH Industrial special voting shares, except if:

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(i)it derives profits from an enterprise directly which is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and to which permanent establishment or permanent representative its CNH Industrial common shares and, if applicable, CNH Industrial special voting shares are attributable; or

(ii)it derives profits pursuant to a co-entitlement to the net value of an enterprise which is managed in the Netherlands, other than as a holder of securities, and to which enterprise its CNH Industrial common shares and, if applicable, CNH Industrial special voting shares are attributable.

Gift and Inheritance Taxes

No Dutch gift or inheritance taxes will arise with respect to an acquisition or deemed acquisition of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares by way of a gift by, or upon the death of, a holder of CNH Industrial common shares, and, if applicable, special voting shares, who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax except if, in the event of a gift whilst not being a resident nor being a deemed resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, a holder of CNH Industrial common shares and, if applicable, a holder of CNH Industrial special voting shares becomes a resident or a deemed resident in the Netherlands and dies within 180 days after the date of the gift.

For purposes of Dutch gift and inheritance taxes, a gift of CNH Industrial common shares and, if applicable, CNH Industrial special voting shares made under a condition precedent is deemed to be made at the time the condition precedent is satisfied.

Registration Taxes and Duties

No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees, is payable in the Netherlands in respect of or in connection with the execution and/or enforcement (including by legal proceedings and including the enforcement of any foreign judgment in the courts of the Netherlands) of the documents relating to the issue of CNH Industrial common shares and / or special voting shares or the performance by CNH Industrial of its obligations under such documents, or the transfer of CNH Industrial common shares and / or special voting shares.

Item 6.    [Reserved]

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

See the information under the caption “Management’s Discussion and Analysis.”

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the following financial risks connected with our operations:

•credit risk related to our financing activities;

•currency risk; and

•interest rate risk.

We attempt to actively manage these risks.

The quantitative data reported in the following sections does not have any predictive value. In particular, the sensitivity analysis on market risks does not reflect the complexity of the market or the reaction, which may result from any changes that are assumed to take place.

Credit Risk

Our credit concentration risk differs in relation to the activities carried out by the segments and end markets in which we operate; in all cases, the risk is mitigated by the large number of counterparties and customers. Considered from a global point of view, however, there is a concentration of credit risk in trade receivables and receivables from financing activities, in particular dealer financing in the European Union market and in North America, as well as in South America for Agriculture and Construction.

Financial assets are recognized in the statement of financial position net of write-downs for the risk that counterparties may be unable to fulfill their contractual obligations, determined on the basis of the available information as to the creditworthiness of the customer and historical data.

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The maximum credit risk to which we were theoretically exposed at December 31, 2022 is represented by the carrying amounts stated for financial assets in the statement of financial position and the nominal value of the guarantees provided on debt or commitments of third parties.

Dealers and final customers are generally subject to specific assessments of their creditworthiness under a detailed scoring system. In addition to carrying out this evaluation process, we may also obtain financial and non-financial guarantees for risks arising from credit granted for the sale of agricultural equipment, construction equipment and related parts. These guarantees are further secured, where possible, by retention of title clauses or specific guarantees on financed equipment sales to the distribution network and on equipment under finance or leasing agreements.

Balances which are objectively uncollectible either in part or for the whole amount are written down on a specific basis if they are individually significant. The amount of the write-down takes into account an estimate of the recoverable cash flows and the date of receipt, the costs of recovery, and the fair value of any guarantees received. Impairment losses are recognized for receivables that are not written down on a specific basis, but rather determined based on historical experience and statistical information.

Receivables for financing activities amounted to $19,260 million at December 31, 2022 ($15,376 million at December 31, 2021) containing balances totaling $334 million ($285 million at December 31, 2021) that have been written down. In addition, balances totaling $117 million ($75 million at December 31, 2021) were either past due or in nonaccrual status. In the event of installment payments, even if only one installment is overdue, the whole amount of the receivable is classified as such.

Trade receivables totaling $172 million at December 31, 2022 ($192 million at December 31, 2021) contain balances totaling $23 million ($24 million at December 31, 2021) that have been written down.

Currency Risk

We are exposed to risk resulting from changes in exchange rates, which can affect our earnings and equity.

Where one of our subsidiaries incurs costs in a currency different from that of its revenues, any change in exchange rates can affect the net income/(loss) of that company. In 2022, the total net trade flows exposed to currency risk amounted to the equivalent of 19% of our revenue (19% in 2021). The principal exchange rates to which we are exposed are the following:

•EUR/USD, in relation to the production/purchases of Agriculture and Construction in the Euro area

•USD/BRL and EUR/BRL, in relation to production in Brazil and the respective import/export flows;

•AUD/USD, mainly in relation to sales made by Agriculture and Construction in Australia;

•EUR/GBP, predominately in relation to sales on the U.K. market.

Trade flows exposed to changes in these exchange rates in 2022 made up approximately 73% of the exposure to currency risk from trade transactions.

It is our policy to use derivative financial instruments to hedge a certain percentage, on average between 55% and 85%, of the forecasted trading transaction exchange risk exposure for the coming 12 months with additional flexibility to reach 0% or 100% (including forecasted risk exposure beyond that timeframe where it is believed to be appropriate) and to hedge completely the exposure resulting from firm commitments.

Certain subsidiaries may hold trade receivables or payables denominated in a currency different from the subsidiary’s functional currency. In addition, in a limited number of cases, subsidiaries may obtain financing or use funds in a currency different from their functional currency. Changes in exchange rates may result in exchange gains or losses arising from these situations. It is our policy to hedge fully, whenever possible, the exposure resulting from receivables, payables, and securities denominated in currencies different from the subsidiary’s functional currency.

Certain of our subsidiaries’ functional currency is different than the U.S. dollar, which is the Company’s reporting currency. The income statements of those subsidiaries are converted into U.S. dollars using the average exchange rate for the period, and while revenues and margins are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs, and the results reported in U.S. dollars.

The assets and liabilities of consolidated companies whose functional currency is different from the U.S. dollar may acquire converted values in U.S. dollars which differ as a function of the fluctuation in exchange rates.

We monitor our principal exposure to conversion exchange risk, although there was no specific hedging in place at December 31, 2022. There were no substantial changes in 2022 in the nature or structure of exposure to currency risk or in our hedging policies.

Sensitivity Analysis

The potential loss in fair value of derivative financial instruments held for currency risk management (currency swaps/forwards, currency options, interest rate and currency swaps) at December 31, 2022 resulting from a hypothetical change of 10% in the exchange

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rates amounted to approximately $276 million ($344 million at December 31, 2021). The valuation model for currency options assumes that market volatility at year-end remains unchanged.

Receivables, payables, and future trade flows whose hedging transactions have been analyzed were not considered in this analysis. It is reasonable to assume that changes in exchange rates will produce the opposite effect, of an equal or greater amount, on the underlying transactions that have been hedged.

Interest Rate Risk

Our Industrial Activities make use of external funds obtained in the form of financing and invest in monetary and financial market instruments. In addition, we sell receivables. Changes in market interest rates can affect the cost of financing, including the sale of receivables, or the return on investments of funds, causing an impact on the level of net financial expenses incurred by us.

In addition, Financial Services provides loans (mainly to customers and dealers), financed primarily using various forms of external borrowings or asset-backed financing (e.g., securitization of receivables). Where the characteristics of the variability of the interest rate applied to loans granted differ from those of the variability of the cost of the financing/funding obtained, changes in the current level of interest rates can affect our net income/(loss).

In order to mitigate these risks, we use interest rate derivative financial instruments, mainly interest rate swaps and forward rate agreements.

Sensitivity Analysis

In assessing the potential impact of changes in interest rates, we separate fixed rate financial instruments (for which the impact is assessed in terms of fair value) from floating rate financial instruments (for which the impact is assessed in terms of cash flows).

The fixed rate financial instruments used by us consist of retail receivables, debt, ABS, and other instruments.

The potential loss in fair value of fixed rate financial instruments (including the effect of interest rate derivative financial instruments) held at December 31, 2022, resulting from a hypothetical, unfavorable and instantaneous change of 10% in market interest rates, would have been approximately $29 million (approximately $20 million at December 31, 2021).

Floating rate financial instruments consist principally of cash and cash equivalents, wholesale receivables, debt, and ABS securities. The effect of the sale of receivables is also considered in the sensitivity analysis as well as the effect of hedging derivative instruments.

A hypothetical change of 10% in short-term interest rates at December 31, 2022, applied to floating rate financial assets and liabilities, operations for the sale of receivables and derivative financial instruments, would have caused increased net expenses before taxes, on an annual basis, of approximately $15 million (approximately $3 million at December 31, 2021).

This analysis is based on the assumption that there is a hypothetical change of 10% in interest rates across homogeneous categories. A homogeneous category is defined on the basis of the currency in which the financial assets and liabilities are denominated.

Other Risks in Connection with Derivative Financial Instruments

We have entered derivative contracts linked to commodity prices to hedge specific exposures on supply contracts.

Sensitivity Analysis

In the event of a hypothetical change of 10% in the underlying raw materials prices, the potential loss in fair value of outstanding derivative financial instruments at December 31, 2022 linked to commodity prices would not have been significant (not significant at December 31, 2021).

Item 8.    Financial Statements and Supplementary Data

See the Consolidated Financial Statements and notes thereto and supplementary data.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A.    Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control—Integrated Framework. Based on our assessment, we believe that, as of December 31, 2022 our internal control over financial reporting is effective.

Ernst & Young LLP, the independent registered public accounting firm that audited our 2022 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears on page 39.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of CNH Industrial N.V.

Opinion on Internal Control Over Financial Reporting

We have audited CNH Industrial N.V.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CNH Industrial N.V. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CNH Industrial N.V. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois

February 28, 2023

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Item 9B.    Other Information

None.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance

The names of our directors, executive officers and their ages, positions and biographies as of February 28, 2023 are as set forth below. Our executive officers are appointed by and serve at the discretion of our Board of Directors.

Name	Age	Current Position with CNH Industrial
Catia Bastioli	65	Director, Member of the Environmental, Social and Governance Committee, Member of the Human Capital and Compensation Committee
Howard W. Buffett	39	Director, Member of the Environmental, Social and Governance Committee, Member of the Human Capital and Compensation Committee
Suzanne Heywood	53	Executive Director, Chair
Léo W. Houle	75	Senior Non-Executive Director, Chairperson of the Human Capital and Compensation Committee, Member of the Environmental, Social and Governance Committee
Karen Linehan	64	Director, Chairperson of Audit Committee
Alessandro Nasi	48	Director, Chairperson of the Environmental, Social and Governance Committee, Member of the Human Capital and Compensation Committee
Vagn Sørensen	63	Director, Member of the Audit Committee
Åsa Tamsons	41	Director, Member of the Audit Committee
Scott W. Wine	55	Executive Director, Chief Executive Officer
Kevin Barr	63	Chief Human Resources Officer
Oddone Incisa	50	Chief Financial Officer; President, Financial Services
Marc Kermisch	49	Chief Digital and Information Officer; ad interim Chief Technology and Quality Officer
Derek Neilson	52	President, Agriculture
Stefano Pampalone	55	President, Construction
Roberto Russo	63	Chief Legal and Compliance Officer

Catia Bastioli, Director (Non-Executive Director—independent), Member of the Environmental, Social, and Governance Committee, Member of the Human Capital and Compensation Committee

Catia Bastioli is the CEO of Novamont, an international leader in the bioplastics sector and in the development of biochemicals. Ms. Bastioli joined Novamont in 1991, initially as its technical director, before being appointed general manager and subsequently CEO. During her tenure as CEO she has transformed Novamont from a research center into a reference company in the field of Circular Bioeconomy. Ms. Bastioli started her career at Montedison, Italy's largest chemical group, helping found the Fertec Research Center for renewable raw materials, with Fertec merging with Novamont in 1991. Ms. Bastioli has been a member of European Union High Level Groups on climate change, the environment and renewable raw materials – such as the High-Level Panel on Decarbonization Pathways Initiative and the Mission Board on Soil Health and Food. She is the first inventor of about 80 patent families in the sector of biopolymers and transformation processes of renewable raw materials, and was named European Inventor of the Year in 2007 for her inventions related to starch-based bioplastics between 1991-2001. Ms. Bastioli served as the President of Terna S.p.A., the first grid operator for electricity transmission in Europe, from 2014 – 2020, is a former Board Member of the charitable Fondazione Cariplo, is the CEO of the Italian Cluster of Circular Bioeconomy SPRING and is the President of the Kyoto Club Association – a non-profit organization which raises awareness about the importance of the green and circular economy in order to reach the goals of the Paris Agreement. Ms. Bastioli attended the University of Perugia in Italy and obtained a Master's degree in Chemistry and a Master from the Business Management School Luigi Bocconi University in Milan, Italy. She was also granted an Honorary Doctoral Degree in Civil, Chemical, Environmental and Materials Engineering by “Alma Mater Studiorum” University of Bologna, Italy (2019), a Honoris Causa Degree in Business Economics by University of Foggia, Italy (2018), a Honoris Causa Degree in Materials Engineering by University of Palermo, Italy (2016) and a Honoris Causa Degree in Industrial Chemistry by the University of Genoa, Italy (2008). In 2017 she was given the honorary title of Knighthood “Cavaliere del Lavoro” by the President of the Italian Republic Sergio Mattarella. Born in 1957, Italian citizenship. Date of first appointment: December 23, 2021.

Howard W. Buffett, Director (Non-Executive Director—independent), Member of the Environmental, Social, and Governance Committee, Member of the Human Capital and Compensation Committee

Howard W. Buffett was appointed Director of CNH Industrial in April 2020. He is a Professor at Columbia University's School of International and Public Affairs in New York, U.S.A., with research focused on ESG, sustainability, and impact measurement and management. He also serves on the Advisory Committee on Socially Responsible Investing, which advises the University's $15 billion

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endowment on social and environmental investment policies. Earlier in his career, Howard W. Buffett was the Executive Director of the Howard G. Buffett Foundation. He also held a variety of roles in the U.S. government, including in the U.S. Department of Defense, where he oversaw economic stabilization and redevelopment programs in Iraq and Afghanistan. For his work in Afghanistan, he received the Joint Civilian Service Commendation Award. Howard W. Buffett also served as Policy Advisor for the White House Domestic Policy Council and in the Office of the Secretary at the U.S. Department of Agriculture. Howard W. Buffett serves on several Corporate Boards and Advisory Boards including Toyota Motor North America, Inari Agriculture, REEF Technology, and StateBook International. He chairs the Advisory Council for Harvard University's International Negotiation Program and serves on several nonprofit Advisory Boards, including the Daugherty Water for Food Global Institute, the Learning by Giving Foundation, and the Chicago Council on Global Affair's Center on Global Food and Agriculture Panel of Advisors. Howard W. Buffett is also a former Term Member of the Council on Foreign Relations. A New York Times bestselling author, Howard W. Buffett holds a Bachelor of Science in Communications Science and Political Science from Northwestern University, U.S.A., a Master's in Public Policy and Administration in Advanced Management and Finance from Columbia University, U.S.A., and executive education certificates from Harvard Business School, U.S.A. Born in 1983, U.S. citizenship. Date of first appointment: April 16, 2020.

Suzanne Heywood, Chair (Executive-Director)

Suzanne Heywood is the Chief Operating Officer of Exor. She first joined Exor as a Managing Director in 2016. Prior to that she worked at McKinsey & Company which she joined as an associate in 1997 and left as a Senior Partner (Director) in 2016. Suzanne co-led McKinsey's global service line on organization design for several years and also worked extensively on strategic issues with clients across different sectors. She has published a book, “Reorg,” and multiple articles on these topics. Suzanne started her career in the U.K. Government as a Civil Servant in the U.K. Treasury. At the Treasury she worked as Private Secretary to the Financial Secretary (who is responsible for all direct taxation issues) as well as leading thinking on the Government's privatization policy and supporting the Chancellor in his negotiations at ECOFIN (the meeting of European Finance Ministers) in Brussels. Prior to that she studied science at Oxford University (BA) and then at Cambridge University (PhD). Lady Heywood is Chair of Iveco Group N.V., and of Shang Xia. She is also a non-executive director of Louboutin and The Economist. She grew up sailing around the world with her family recreating Captain James Cook's third voyage. Born in 1969, British citizenship.

Léo W. Houle, Director (Senior Non-Executive Director—independent), Chairperson of the Human Capital and Compensation Committee, Member of the Environmental, Social, and Governance Committee

Mr. Houle was a Director of CNH Global N.V. from April 7, 2006, until the merger of the company into CNH Industrial. On September 6, 2011, Mr. Houle was appointed to the Board of Directors of Chrysler Group LLC now known as FCA US LLC until June 2016 when all public debt of the company was repaid, and its public listing ceased. Mr. Houle was Chief Talent Officer of BCE Inc. and Bell Canada, Canada’s largest communications company, from June 2001 until his retirement in July 2008. Prior to joining BCE and Bell Canada, Mr. Houle was Senior Vice-President, Corporate Human Resources of Algroup Ltd., a Swiss-based diversified industrial company. From 1966 to 1987, Mr. Houle held various managerial positions with the Bank of Montreal, the last of which was Senior Manager, Human Resources, Administration Centers. In 1987, Mr. Houle joined the Lawson Mardon Group Limited and served as Group Vice-President, Human Resources until 1994 when Algroup Ltd. acquired Lawson Mardon Group at which time he was appointed Head of Human Resources for the packaging division of Algroup and in 1997 Head of Corporate Human Resources of Algroup, Ltd. Mr. Houle completed his studies at the College Saint Jean in Edmonton, attended the Executive Development Program in Human Resources at the University of Western Ontario in 1987 and holds the designation of Certified Human Resources Professional (CHRP) from the Province of Ontario. Born in 1947, Canadian citizenship. Date of first appointment: September 29, 2013.

Karen Linehan, Director (Non-Executive Director—independent), Chairperson of the Audit Committee

Karen Linehan is a former Executive Vice President and General Counsel of Sanofi, a French global healthcare company, a role she held from 2007 – 2021. During this time Ms. Linehan supported multiple acquisitions and divestitures, complex litigations and government investigations as well as being a founding member of Sanofi’s Gender Balance Board. She joined Sanofi in 1991 and held roles of increasing importance including Assistant General Counsel from 1991 – 1996, International Counsel from 1996 – 2000 and Deputy Head of Legal Operations from 2000 – 2007. Prior to joining Sanofi, Karen Linehan was a Corporate Attorney at the New York-based legal firm Townley & Updike. She started her career in the Congressional Office of the Speaker of the US House of Representatives, the Honorable Thomas P. O’Neill, Jr. Ms. Linehan is currently a board member of Aelis Farma (France), a company which specializes in developing drugs targeting diseases of the brain, where she chairs the Audit Committee and serves as a member of the Remuneration Committee. She also sits on the board of Veon Ltd. (The Netherlands), a multinational telecommunication services company, where she serves as a member of the Audit Committee and the Nomination and Governance Committee. Ms. Linehan is a Non-Executive Director of The Global Antibiotic Research and Development Partnership (GARDP) (North America), a Non-Profit Organization which is focused on pursuing the development of treatments for drug resistant infections.

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Ms. Linehan holds a Bachelor of American Studies and a Juris Doctor (J.D.) degree in Law, both from Georgetown University in the U.S.A. Born in 1959, American and Irish citizenship. Date of first appointment: April 13, 2022.

Alessandro Nasi, Director (Non-Executive Director), Chairperson of the Environmental, Social, and Governance Committee, Member of the Human Capital and Compensation Committee

Alessandro Nasi started his career as a financial analyst in several banks, gaining experience at a division of UniCredit in Dublin, PricewaterhouseCoopers in Turin, Merrill Lynch and JP Morgan in New York, U.S. He also worked as an Associate in the Private Equity Division of JP Morgan Partners in New York, U.S. Mr. Nasi joined the Fiat Group in 2005 as manager of Corporate and Business Development, heading the APAC division and supporting Fiat Group sectors in Asia Pacific. In 2007, Mr. Nasi was appointed Vice President of Business Development and a member of the Steering Committee of Fiat Powertrain Technologies. In 2008, he joined CNH in the role of Senior Vice President of Business Development and from 2009 to 2011 he also served as Senior Vice President of Network Development. In January 2011, he was also appointed Secretary of the Industrial Executive Council of Fiat Industrial, continuing in the role of Executive Coordinator to the successor Group Executive Council of CNH Industrial until January 2019. In 2013 he was appointed President Specialty Vehicles, a role he held until January 2019. Mr. Nasi is a Director of Giovanni Agnelli B.V., a Director of EXOR N.V., Chairman of Comau, Director of Iveco Group and Chair of its Environmental, Social, and Governance Committee and member of its Human Capital & Compensations Committee. He is Chairman of Iveco Defence (an affiliate of Iveco Group) and Chairman of Astra Veicoli Industriali (an affiliate of Iveco Group). Since 2019, he is a member of the Advisory Board of the Lego Brand Group and since 2020 he is a Non-Executive, Independent Director of GVS S.p.A. and member of its Compensation & Nominating Committee. In October 2022, he was appointed member of the Board of Istituto Italiano di Tecnologia and member of the Strategic Advisory Board of 3 Boomerang Capital LLC. Mr. Nasi obtained a degree in Economics from the University of Turin. Born in 1974, Italian citizenship. Date of first appointment: April 12, 2019.

Vagn Sørensen, Director (Non-Executive Director—independent), Member of the Audit Committee

Vagn Sørensen was appointed Director of CNH Industrial in April 2020. He has spent the majority of his executive career in the aviation industry. After a 17-year career with Scandinavian Airlines, where he held the position of deputy CEO, from 2001 to 2006 he served as the CEO of Austrian Airlines. Following this, he has pursued a career as an Independent Director, primarily in the leisure, hotel and aviation sectors. His appointments, however, also encompass additional sectors including software development, telecommunications and heavy machinery. Mr. Sørensen can draw on over 20 years’ experience in private equity, primarily gained with EQT. Mr. Sørensen is currently Chairman of Vakantie Discounter, Big Bus Tours, Air Canada and Scandlines. He serves as an Independent Director on the Board of Royal Caribbean Cruises. He also sits on the Boards of Parques Reunidos and is a member of the Board of Trustees of the Rock’n Roll Forever Foundation. Mr. Sørensen has previously been the Chairman of F L Smidth A/S, SSP Group Plc, British Midland Airways, Scandic Hotels Group, Automic Software, Bureau van Dijk, KMD and Flying Tiger Copenhagen. He was a Member of the Supervisory Board of Lufthansa Cargo, Deputy Chairman of DFDS, Chairman of the Association of European Airlines, a Member of the Board of the International Air Transport Association (IATA) and was Chairman of TDC A/S, the Danish incumbent telecommunications operator. Mr. Sørensen attended the Aarhus Business School in Denmark, and obtained a Master of Science degree in Economics and Business Administration. Born in 1959, Danish citizenship. Date of first appointment: April 16, 2020.

Åsa Tamsons, Director (Non-Executive Director—independent), Member of the Audit Committee

Åsa Tamsons is a Senior Vice President and Head of Business Area Technologies and New Businesses at Ericsson, where she is also a member of the Company's Executive Team. Ms. Tamsons primary focus is on driving growth in new business areas targeting the enterprise market and creating new revenue streams for Ericsson, with emphasis on SaaS and software centric connectivity offerings. The objective is to help the Company's customers, and the broader enterprise market, realize the full potential of 5G, IoT and future technologies. Ms. Tamsons drives a business portfolio encompassing commercialization and licensing of Ericsson's 60,000+ patents, Cradlepoint – the US-based market leader in Wireless WAN Edge solutions for the enterprise market, Ericsson's global IoT platform business, its Private Network business with products used by industry companies and the public safety sector, its fintech platform serving 80+ million customers in Middle East and Africa, as well as, Security Solutions for Telecom Customers worldwide, and a number of other emerging businesses in incubation stage through the innovation hub Ericsson ONE. The business portfolio also includes the global number portability leader, iconectiv, as well as the fully owned subsidiary RedBee Media, where Ms. Tamsons serves as Chairperson. Previously, between 2018-2020, Ms. Tamsons was also responsible for Ericsson's Group Strategy, M&A and Corporate Venture Capital investments. Ms. Tamsons joined Ericsson as a Partner from McKinsey where between 2006-2017 she served tech, telecom and industrial companies around the world. She has worked across the world and during her career has been based in Stockholm, Paris, Singapore, San Francisco and Sao Paulo. Ms. Tamsons holds a Master of Science in Business Administration from the Stockholm School of Economics in Sweden. Born in 1981, Swedish citizenship. Date of first appointment: December 23, 2021.

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Scott W. Wine, Chief Executive Officer (Executive-Director)

Scott W. Wine is the Chief Executive Officer of CNH Industrial and an executive director on the Company's Board of Directors. Leading a workforce of over 38,000 across the globe, Mr. Wine assumes complete accountability for the Company's results, whilst ensuring it delivers them in accordance with the highest ethical standards. His focus is on best supporting CNH Industrial's dealers and customers through a diverse and inclusive workforce, industry leading technology, exceptional safety and quality, and unmatched innovation. Mr. Wine has an exceptional track record as a proven leader, with both considerable international experience across a variety of industries, and extensive mergers and acquisitions expertise in the U.S., Europe and Asia. Prior to joining CNH Industrial in 2021, he was Chairman and CEO of Polaris Inc., a manufacturer of off-road vehicles, electric cars, motorcycles, snowmobiles and boats. He joined Polaris in 2008 as Chief Executive Officer and was named Chairman in 2013. In 2007, Mr. Wine joined UTC Fire and Security, a subsidiary of United Technologies Corporation, as President of Fire Safety America. From 2003 to 2007 he held positions of increasing importance across a range of Danaher Corporation companies, serving as President of Jacobs Vehicle Systems, a commercial truck braking systems manufacturer, from 2003 until 2006, when he became President of The VeederRoot Co., a manufacturer of fuel-tank measuring equipment. In 1996 Mr. Wine joined Allied Signal Corp, a US aerospace, automotive and engineering company. Following its 1999 acquisition of Honeywell, in 2001 Wine assumed the role of Managing Director of Honeywell Aerospace GmBh, based in Germany, before being appointed Vice President of the European Engine Services Division. From 1989 to 1996 he served as a supply officer in the United States Navy. Mr. Wine holds an MBA from the University of Maryland and a bachelor's degree from the United States Naval Academy. He serves on the Boards of US Bancorp and the U.S. Naval Academy Foundation. Born in 1967, he holds American citizenship. Date of first appointment: April 15, 2021.

Kevin Barr, Chief Human Resources Officer

Kevin Barr is the Chief Human Resources Officer at CNH Industrial. He is responsible for leading the global HR organization to support the Company's strategic direction, overseeing HR operations across the Global Business Units, Corporate Regions, Business & Corporate Staff Functions, Talent Management, Organization Development, Industrial Relations and Compensation & Benefits. Mr. Barr has some four decades of experience in human resources, in roles of increasing importance across a range of industries and geographies, including financial services, information services, consumer products and manufacturing, with extensive experience in mergers and acquisition. Prior to joining CNH Industrial, Kevin Barr was a practicing executive and leadership career coach. From 2000 – 2019, Mr. Barr was the Chief Human Resources Officer and Senior Vice President of Terex Corporation, managing a workforce that expanded four-fold during this time. In 1998 he was appointed Chief Human Resources Officer and Vice President at Database Technologies (DBT), the then fastest-growing Internet-based US company providing online investigative information services to businesses, law enforcement agencies and consumers. In 1995 he joined Nabisco Inc., an American manufacturer of consumer snacks, as Vice President Human Resources for the Asia Pacific region, based in Singapore. During his tenure he oversaw the construction of three greenfield factories in China and Indonesia, as well as being involved in global brand launches. In 1990 he joined Dun & Bradstreet Corporation, a US provider of commercial data, analytics, and insights for businesses, and in 1992 was appointed Vice President Human Resources for its Asia-Pacific, Latin American and Canadian operations. Kevin Barr started his career with The Chase Manhattan Bank, now J.P. Morgan Chase, in 1981, assuming roles of increasing importance, and in 1988 was named Vice President, Human Resources for the Automotive Finance Division. Kevin Barr holds a Bachelor of Science degree in Industrial and Labor Relations from Cornell University, in the United States.

Oddone Incisa, Chief Financial Officer and President, Financial Services

Oddone Incisa della Rocchetta is the Chief Financial Officer and President of Financial Services at CNH Industrial. In this dual-role Mr. Incisa is responsible for all of the Company's financial activities, both corporate and commercial, and the global finance organization, which includes accounting, financial planning & analysis, tax, investor relations, treasury and enterprise risk management. Mr. Incisa's career with CNH Industrial and its sister-company, the former Fiat Group (now Stellantis), spans over twenty-five years working across Europe, North America and South America. He has assumed roles of increasing seniority connected to Finance and Commercial Lending. He was first appointed Chief Financial Officer of CNH Industrial in March 2020. This was in addition to his existing role as President Financial Services, a position he has held since January 2013. From January 2013 to present, Mr. Incisa has also been a member of the Company's Senior Leadership Team. Prior to this, Mr. Incisa held the position of Chief Executive Officer and General Manager at FGA Capital (now FCA Bank) from 2011 to 2013. In 2008, he was nominated Chief Financial Officer of CNH Capital, the Company's global financing arm based in the United States. Prior to that appointment he served as Head of Financial Planning & Analysis of Fidis Retail and FGA Capital for five years. From 2001 – 2003, he was Chief Financial Officer of Banco Fiat, the automaker's consumer lending unit in Brazil. Mr. Incisa started his career with Fiat Group in auto financing for the German market in 1997. Oddone Incisa holds a bachelor's degree in Economics, cum laude, from the University of Turin, Italy and a master's degree in Management from the ESCP Business School, earned across its Paris, France; Oxford, United Kingdom; and Berlin, Germany campuses.

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Marc Kermisch, Chief Digital and Information Officer, ad interim Chief Technology & Quality Officer

Marc Kermisch is Chief Digital and Information Officer at CNH Industrial. Under his leadership, the Company's Digital and Information Technology (IT) organization is focused on securely transforming, developing and running digital solutions that enhance value for its customers and dealers. Mr. Kermisch has over 20 years of experience in technology organizations, in roles of increasing importance across a range of industries, including retail, financial services, software, start-ups, manufacturing, healthcare and professional services. He has extensive experience in building technology organizations and driving operational efficiencies. Marc Kermisch first joined CNH Industrial in 2021 in his current role, also becoming a member of the Company's Senior Leadership Team. Prior to this, Mr. Kermisch held a one-year tenure as Senior Vice President and Chief Technology Officer at OptumRx, a $90B pharmacy benefits management division of United Health Group. From 2019 – 2020, he served as Executive Vice President and Chief Information Officer at Bluestem Brands Inc., a direct to consumer and financial services company, where he led the transformation of its core eCommerce and mobile platforms. For five years, Mr. Kermisch was Vice President and Chief Information & Innovation Officer for Red Wing Shoe Company where he led the shift to consumer and dealer centricity through technology. Previously, Mr. Kermisch has assumed roles of increasing seniority in the field of IT with Xcel Energy, Target Corporation and The Hartford. Marc Kermisch started his career with Imaginet, a web development services company in 1997 as a programmer. Marc Kermisch holds a Bachelor of Arts degree in English from the University of Wisconsin-Madison, in the United States. He serves on the Board of Directors of Salo LLC, a US-based talent firm, and Crew Car Wash, Inc, a US-based full-service car wash company.

Derek Neilson, President, Agriculture

Derek Neilson is President Agriculture at CNH Industrial. He leads the Agriculture Global Business Unit, overseeing all operations, to ensure this segment best serves its customers while sustainably and profitably improving and growing this business. Mr. Neilson has over two decades of experience in CNH Industrial where he has served in roles of increasing responsibility across its Agriculture business, corporate region and manufacturing. He has been a sitting member of the Senior Leadership Team for over 10 years. Derek Neilson assumed his current role in 2019. Prior to this, he served as the Company's ad interim Chief Executive Officer for three quarters of 2018. Alongside this designation, Mr. Neilson continued in his role as Chief Operating Officer for the EMEA region (appointed in 2015) and President of the Commercial Vehicles Products Segment. From 2012 to 2015 he served as Chief Manufacturing Officer, building upon his existing role as Global Head of Agricultural Manufacturing (appointed in 2010). Prior to assuming global responsibility, Mr. Neilson was Vice President of Agricultural Manufacturing in Europe for three years. He began his career with CNH Industrial (then CNH Global) in 1999 at the Company's tractor plant in Basildon, United Kingdom, last serving as Plant Manager before moving to international assignments. Derek Neilson holds a BTEC Diploma in Mechanical and Production Engineering.

Stefano Pampalone, President, Construction

Stefano Pampalone is President Construction at CNH Industrial. He leads this segment's Global Business Unit to attain its strategic and operational targets, all in the service of delivering value to end customers. In this role, Mr. Pampalone has full oversight of product portfolio and development, manufacturing, parts & service and regional operations, in coordination with the corporate regions. Mr. Pampalone's career with CNH Industrial spans over two decades, where he counts significant experience in directing international high growth and emerging markets. He assumed his current role in 2019, in which he continues to sit on the Company's Senior Leadership Team, which he has been a part of from the establishment of CNH Industrial N.V. in 2013. Mr. Pampalone was Chief Operating Officer for the Asia Pacific region from 2013, gaining additional remit responsibility for the Middle East and Africa as General Manager until his current appointment. In order of appointment, he has served as General Manager for the then CNH Global in India, South East Asia and Japan; General Manager of the Agricultural and Construction Equipment Business in India and Pakistan; Business Director for the Agricultural Business in Africa and the Middle East; Marketing Director for Agricultural Equipment in Asia, Africa and the Middle East; and Business Manager Southern Africa and Iran for the Company's agricultural brands. Upon joining New Holland in 1998, Mr. Pampalone's career focused on overseas assignments, first gaining commercial experience in parts and whole goods in Poland, India, Africa and the Middle East. Stefano Pampalone holds an MBA from Profingest Management School (now Bologna Business School) and a bachelor's degree in Engineering from the University of Trieste, both in Italy.

Roberto Russo, Chief Legal and Compliance Officer

Roberto Russo is the Chief Legal and Compliance Officer at CNH Industrial. He advises the governing bodies on the main legal issues and risks concerning the Company. Mr. Russo also serves as Board Secretary to the CNH Industrial Board of Directors. Before being promoted to Senior Vice President and joining the Company's Senior Leadership Team, Mr. Russo served as General Counsel of CNH Industrial from its establishment in 2013, resulting from the merger of CNH Global and Fiat Industrial. He was previously General Counsel and Board Secretary of Fiat Industrial and General Counsel of Fiat Group from 2004 to 2011, where he also served as Board Secretary until 2014. Prior to being named to these roles, he covered roles of increasing seniority within Fiat Group from his joining in 1986. Roberto Russo was admitted to the Italian Bar in 1985 and began his career as an attorney at law in a private firm in Turin, Italy. Roberto Russo holds a Master of Laws (LLM) with Distinction in Corporate and Commercial Law from the London School of

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Economics and Political Science, United Kingdom; graduated summa cum laude with a Juris Doctor degree in Law from the University of Turin, Italy; and holds diplomas in Business Law, Finance, and ESG from the University of California, Berkeley School of Law, USA. Mr. Russo has served on several national Italian committees relating to European Union directives and regulations on environmental law, corporate law, antitrust, and financial markets transparency as well as on the Italian legislation committee for quasi-criminal corporate liability.

Code of Ethics

Our Board of Directors has adopted a Code of Conduct which is applicable to all employees, officers and directors, including our principal executive officer, principal financial officer and the principal accounting officer and controller. Our Code of Conduct is intended to meet the definition of “code of ethics” under the SEC rules and regulations. We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or in public filings. Our Code of Conduct is posted on our website, www.cnhindustrial.com, and may be found as follows: from our main page, first click on "Our Company", then on “Governance” and then on “Code of Conduct.”

Board Practices

CNH Industrial is a company, organized under the laws of the Netherlands, initially formed from a business combination of Fiat Industrial S.p.A. and CNH Global N.V. consummated on September 29, 2013. CNH Industrial qualifies as a foreign private issuer under the applicable rules of the SEC and its common shares are listed on the NYSE and on Euronext Milan.

We are subject to, among other things, the laws of the Netherlands and the laws and regulations applicable to foreign private issuers in the U.S., the Dutch Corporate Governance Code (the “Dutch Code”), the Sarbanes Oxley Act of 2002, the Dodd-Frank Act and the NYSE listing standards, which are of particular significance to our corporate governance. In accordance with the NYSE Listed Company Manual, we are permitted to follow home country practice with regard to certain corporate governance standards. We describe the significant differences between our corporate governance practices and those required (i) under the Dutch Code and (ii) for domestic U.S. listed companies by the NYSE listing standards on our website.

The Board has collective responsibility for the strategy of the Company. During 2022, the Board reviewed and discussed with management, among other things, the Company’s strategy, and the long-term value creation strategies of all of the Company’s individual business segments and their deployment in the regions.

All Board members are expected to attend not less than 75% of all Board and Committee meetings. In addition, Non-Executive Directors are limited to being on not more than four (4) boards of other public companies.

The Board met five times during 2022. The following chart shows the current Board members and their attendance at Board meetings.

Board Member	Heywood	Houle	Buffett	Bastioli	Linehan	Nasi	Tamsons	Sørensen	Wine
Attendance %	100%	100%	100%	100%	100%	100%	100%	100%	100%

Board Composition and Leadership Structure

The positions of Chief Executive Officer and Chair of the Board of Directors are held by two different individuals (Scott W. Wine and Suzanne Heywood, respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our Chair provides advice to and oversight of management. The Board of Directors appointed Mr. Léo Houle Senior Non-Executive Director for purposes of best practice provision 5.1.3, and in compliance with best practice provision 2.1.9, of the Dutch Code. The Senior Non-Executive Director is responsible for the proper functioning of the Board of Directors and its Committees.

The non-executive directors believe that in consideration of the size of the Company, the complexity and specific characteristics of the segments in which it operates and the worldwide presence of its business, an adequate and diversified mix of skills, experience and cultures, both general and specific, acquired in an international environment, in relation to the capital goods industry and with respect to general macroeconomics and market globalization issues, as well as the industrial and financial sectors, and other diversity factors (such as gender, race, ethnicity, and country of origin or nationality) are necessary prerequisites to achieve a Board having the appropriate diversification and collegial capabilities, also assured by an appropriate balance between the number of Executive Directors and Non-Executive Directors. Independent Directors – identified as such both pursuant to NYSE and DGCG provisions – have an essential role in protecting the interests of all stakeholders and in the proper composition and functioning of the Board Committees, further described below. It is generally recognized that more diverse boards are more effective in performing their monitoring and advisory activities, due to the variety of professional experience, perspectives, insights, skills and connections to the outside world that diversity can add. Accordingly, the Board will continue to actively seek diverse candidates for possible appointment to the Board; though no formal diversity policy was adopted, the Board has in the past and expects to continue to utilize the services of executive search firms to assist in the identification of qualified and diverse candidates for nomination for appointment to the Board.

The Environmental, Social, and Governance Committee periodically assesses the skills, experience and other attributes of the individual Directors with a view toward ensuring an appropriate level of diversity and ensuring the Directors have the necessary

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expertise to fulfill their respective duties. In 2022, the Environmental, Social, and Governance Committee conducted such an assessment in connection with its evaluation of candidates to be recommended to the Board for nomination of (re)appointment as a Director.

Committees of Our Board of Directors

Our Board of Directors has established an Audit Committee, a Human Capital and Compensation Committee and an Environmental, Social and Governance Committee. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Audit Committee

Our Audit Committee currently consists of Ms. Linehan (Chairperson), Mr. Sørensen and Ms. Tamsons, all of whom are independent, non-executive directors. Under the Audit Committee Charter, the Audit Committee is elected by the Board of Directors and is comprised of at least three members who may be appointed for terms of up to two years, each of whom must be a non-executive director. Member of the Audit committee may be reappointed. Audit Committee members are also required (i) not to have any material relationship with the Company or to serve as auditors or accountants for the Company, (ii) to be “independent”, under the NYSE rules, Rule 10A-3 under the Exchange Act and the DCGC, and (iii) to be “financially literate” and have “accounting or selected financial management expertise” (as determined by the Board of Directors). At least one member of the Audit Committee shall be a “financial expert” as defined in the rules of the SEC and best practice provisions of the DCGC. Our Board of Directors has determined that Vagn Sørensen and Åsa Tamsons are audit committee financial experts. No Audit Committee member may serve on more than four audit committees for other public companies, absent a waiver from the Board of Directors. Unless decided otherwise by the Audit Committee, the independent auditors of the Company, as well as the Chief Financial Officer of the Company, attend its meetings.

The Audit Committee is responsible for, among other things, assisting the Board of Directors’ oversight of: (i) the integrity of the Company’s financial statements, (ii) the Company’s policy on tax planning, (iii) the Company’s financing, (iv) the Company’s application of information and communication technology, (v) the systems of internal controls that management and the Board of Directors have established, (vi) the Company’s compliance with legal and regulatory requirements, (vii) the Company’s compliance with recommendations and observations of internal and external auditors, (viii) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest, (ix) the independent auditors’ qualifications, independence, remuneration and any non-audit services for the Company, (x) the performance of the Company’s internal audit function and of the independent auditors, (xi) risk management guidelines and policies, and (xii) the implementation and effectiveness of the Company’s ethics and compliance program. The Company has established a separate department for the internal audit function and the head of the internal audit function reports to the Audit Committee, which reviews and approves the annual internal audit plan.

During 2022, the Audit Committee, inter alia, reviewed and discussed the annual and quarterly financial statements (and the independent auditors’ review or audit thereof), the key risks and controls relating to the Company’s information systems, the appropriateness and completeness of the Company's system of internal control, the performance of the Company’s internal audit function, the performance of the Company’s independent public auditors, legal matters facing the Company, and the implementation and effectiveness of the Company's ethics and compliance program.

The Audit Committee met ten times during 2022. The following chart shows the current Audit Committee members and their attendance at Committee meetings.

Audit Committee Member	Linehan	Tamsons	Sørensen
Attendance %:	100%	100%	100%

The Charter for the Audit Committee is available on our web site (www.cnhindustrial.com). The information contained on our web site is not included in, or incorporated by reference into, this annual report on Form 10-K.

Human Capital and Compensation Committee

Our Human Capital and Compensation Committee currently consists of Mr. Houle (Chairperson), Mr. Buffett, Mr. Nasi and Ms. Bastioli. All the members of the Human Capital and Compensation Committee are non-executive directors and all, other than Mr. Nasi, meet the requirements of independence in the current NYSE and SEC rules and regulations and the DCGC.

The Human Capital and Compensation Committee is responsible for, among other things, assisting the Board of Directors in: (i) determining executive compensation consistent with the Company’s Remuneration Policy, (ii) reviewing and recommending for approval the compensation of Executive Directors, (iii) administering equity incentive plans and deferred compensation benefit plans, (iv) discussing with management the Company’s policies and practices related to compensation and issuing recommendations thereon, (v) talent development/talent management and succession plans for the Senior Leadership Team, (vi) the Company's policies and

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initiatives related to equal employment opportunity, as well as diversity, equity and inclusion, and (vii) the Company's programs designed to measure and improve overall employee engagement.

The Human Capital and Compensation Committee met six times during 2022. The following chart shows the current Human Capital and Compensation Committee members and their attendance at Committee meetings.

Human Capital and Compensation Committee Member	Houle	Buffett	Bastioli	Nasi
Attendance %:	100%	100%	100%	100%

The Charter for the Human Capital and Compensation Committee is available on our web site (www.cnhindustrial.com). The information contained on our web site is not included in, or incorporated by reference into, this annual report on Form 10-K.

Environmental, Social and Governance Committee

Our Environmental, Social, and Governance Committee currently consists of Mr. Nasi (Chairperson), Mr. Buffett, Mr. Houle, and Ms. Bastioli. All members of the Environmental, Social, and Governance are non-executive directors and all, other than Mr. Nasi, meet the independence in the current NYSE and SEC rules and regulations and the Dutch Code.

The Environmental, Social and Governance Committee is responsible for, among other things, assisting the Board of Directors with: (i) the identification of the criteria, professional and personal qualifications for candidates to serve as directors of the Company, (ii) periodic assessment of the size and composition of the Board of Directors, (iii) periodic assessment of the functioning of individual Board members and reporting on this to the Board of Directors, (iv) proposals for appointment of executive and non-executive directors, (v) supervision of the selection criteria and appointment procedure for senior management, (vi) overseeing and evaluating the policies, procedures, and practices related to the environment health and safety of Company employees, (vii) monitoring and evaluating reports on the Company’s sustainable development policies and practices, management standards, strategy, performance and governance globally, and (viii) reviewing, assessing and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the Company’s annual Sustainability Report.

The Environmental, Social, and Governance Committee met five times during 2022. The following chart shows the current Environmental, Social, and Governance Committee members and their attendance at Committee meetings.

Environmental, Social, and Governance Committee Member	Nasi	Buffett	Bastioli	Houle
Attendance %:	100%	100%	100%	100%

The Charter for the Environmental, Social and Governance Committee is available on our web site (www.cnhindustrial.com). The information contained on our web site is not included in, or incorporated by reference into, this annual report on Form 10-K.

Family Relationships

There are no family relationships between the officers and directors of the company.

Legal Proceedings Involving Officers and Directors

None.

Shareholder Recommendation of Board Nominees

As a foreign private issuer, the Company is permitted to follow home country practice. Further, the Company's common shares and special voting shares are exempt from the proxy rules under the United States Securities Exchange Act of 1934, as amended.

Compliance with Section 16(a) of the Exchange Act

As a foreign private issuer, CNH Industrial, is not subject to Section 16(a) of the Exchange Act.

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Item 11. Executive Compensation

Compensation Discussion & Analysis

This Compensation Discussion & Analysis (“CD&A”) provides our shareholders and other stakeholders with information about CNH Industrial’s performance, compensation framework, compensation decisions and associated governance for our Named Executive Officers (“NEOs”) in 2022. Notwithstanding its status as a foreign private issuer, CNH Industrial, as part of a commitment to transparency and shareholder engagements, has voluntarily chosen to include a CD&A that combines the disclosures required under Dutch law and the Dutch Corporate Governance Code (“DCGC”) in the remuneration section of our annual report, with the disclosure of information required to U.S. domestic filers (for example, the compensation of certain executive officers who are not members of our Board).

2022 Named Executive Officers (NEOs)
Scott W. Wine	Oddone Incisa	Derek Neilson	Stefano Pampalone	Kevin Barr
Chief Executive Officer (“CEO”) (Executive Director on the Board of CNH Industrial)	Chief Financial Officer (“CFO”) & President, Financial Services	President, Agriculture	President, Construction	Chief Human Resources Officer (“CHRO”)

Table of Contents
Year In Review | Performance Highlights | Aligning Pay and Performance | CEO Compensation | Key Human Capital & Compensation (“HCC”) Committee Activities	50
Compensation Design | Compensation Philosophy | Strategic Alignment | Compensation Framework | Compensation Policies and Practices	53
Compensation Governance | Role of the HCC Committee | Shareholder Engagement | Use of Market Data | Compensation Risk	56
2022 Compensation Decisions and Outcomes | Base Salary | Annual Cash Incentives | Equity Incentives | New Hire Awards | Benefits	58
Additional Information | HCC Committee Report	65

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Annual Bonus		2022 Equity Awards
•	For the CEO, based 100% on corporate performance; for other NEOs a combination of corporate and individual performance	•	CEO equity awards delivered 75% in Performance Share Units (“PSUs”) and 25% in Restricted Share Units (“RSUs”); other NEOs equity awards are delivered 67% in PSUs and 33% in RSUs
•	Corporate performance assessed based on Consolidated Adjusted EBIT Margin, Consolidated Revenue, Cash Conversion Ratio, CO2 Emission Reduction and Accident Frequency Rate	•	Awards vest following a three year performance and/or service period
		•	PSUs vest based on Adjusted EPS, Industrial ROIC and relative TSR

(1) ”Other NEOs” row reflects the average for the non-CEO NEOs calculated in local currency.

Year in Review

Performance Highlights

In 2022, CNH Industrial delivered record results, while overcoming supply chain pressures and increased product costs. In its first year as a pure player in Agriculture and Construction, CNH Industrial achieved full year consolidated revenue of $23,551 million (up 20.8% year over year), net income of $2,039 million (up 13.2% year over year), and combined gross profit margins of 22.0% for our Agriculture and Construction businesses.

As importantly, the Company’s focused execution on key strategic priorities under the leadership of Mr. Wine has reaped considerable value for its shareholders, such as:

•The simplification of the Company’s portfolio transformed CNH Industrial in a pure player in the Agriculture and Construction businesses.

•The absolute total shareholder return (“TSR”) for CNH Industrial kept pace with the S&P 500 Industrial index in 2022 and outpaced it over the past three and five years.

•The acquisitions of Raven and Sampierana have broadened our product and services offering, enhancing capabilities in precision agriculture technology for the Agriculture segment and key excavator products for the Construction Equipment segment, respectively.

•CNH Industrial returned nearly $600 million to shareholders in the form of dividends and share repurchases.

Since Mr. Wine joined the company as its CEO in early January 2021, and through December 31, 2022, cumulative TSR reached 48% compared to 5% for the S&P 500 and 14% for the S&P 500 Industrials.

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	Base Period
Company/Index	2020		2021		2022
CNH Industrial	$	100	$	153	$	148
S&P 500	$	100	$	129	$	105
S&P 500 Industrials	$	100	$	121	$	114

Note: TSR calculated based on dividend-adjusted closing prices as defined by Bloomberg Professional Services from Jan. 1, 2021 to Dec. 31, 2022.

CNH Industrial has also outperformed both the S&P 500 and S&P 500 Industrial companies across a range of other metrics.

When compared to the S&P 500:

•CNH Industrial’s two-year adjusted diluted Earnings Per Share (“EPS”) compounded annual growth rate (“CAGR”) of 86.4% would be ranked 90th percentile.

•CNH Industrial’s two-year revenue CAGR of 26.2% would be ranked 80th percentile.

•CNH Industrial’s two-year TSR would be ranked 80th percentile.

•CNH Industrial’s ongoing CEO total target direct compensation would be ranked 70th percentile.

When compared to the S&P 500 Industrial companies:

•CNH Industrial’s two-year adjusted diluted EPS CAGR would be ranked 90th percentile.

•CNH Industrial’s two-year revenue CAGR would be ranked 80th percentile.

•CNH Industrial’s two-year TSR CAGR would be ranked 90th percentile.

•CNH Industrial’s CEO ongoing total direct target compensation would be ranked 80th percentile.

When compared to the Compensation Peer Group:

•CNH Industrial’s two-year EPS CAGR is ranked 90th percentile.

•CNH Industrial’s two-year revenue CAGR is ranked 80th percentile.

•CNH Industrial’s two-year TSR CAGR is ranked 80th percentile.

•CNH Industrial’s CEO ongoing total direct target compensation is ranked 76th percentile.

Note: CAGR calculated based on 2022 fiscal year results or estimates vs. 2020 fiscal year results. Financial information for S&P 500 companies based on information available in Bloomberg Professional Services as of February 14, 2023.

The above results, overseen by Mr. Wine and achieved through contributions across our leadership team and Company as a whole, demonstrate the value of the investments made in our talent over recent years and the effectiveness of our NEOs.

Furthermore, Mr. Wine holds 639,119 shares whose value as of December 31, 2022 exceeds the five-times multiple of base salary under his share ownership guidelines which was required within five years of hire, as he personally invested in the Company’s stock to reach the guideline before his second anniversary. The CEO purchased 200,000 shares of the Company’s common shares in 2021 and a further 150,000 shares in 2022 and held 100% of the 289,119 shares that vested in 2022, electing not to sell any shares to cover tax withholding and paying cash instead. Mr. Wine’s investment of his own money in the Company’s stock constitutes a strong testament of the alignment between Mr. Wine’s and the shareholders’ interests, during his tenure. The Company’s stock ownership policy and executive compensation practices ensure that this alignment with shareholders’ interests will continue over time.

Our executive compensation framework is designed to continue to align and promote the alignment of pay and performance to the benefit of our shareholders.

Aligning Pay and Performance

Our business strategy is focused on enhancing our culture, continuously improving our productivity, and relentlessly innovating to drive profitable growth for our customers, employees, shareholders and all stakeholders. CNH Industrial’s compensation program is designed to motivate our employees to execute this strategy.

Under the leadership of Mr. Wine, CNH Industrial’s financial and operational results, including all of the metrics linked to incentive pay, have not only sequentially increased but have also exceeded the challenging 2022 goals validated by both the HCC Committee and the Board of Directors. Based on the Scorecard summarized below and detailed further in the balance of this CD&A, the Company performance payout factor in respect of 2022 performance was 145.89% of target.

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2022 Company Bonus Plan Measure	Weight	Target	Actual	Actual vs. Target	Weighted Payout Factor
Consolidated Adjusted EBIT Margin (%)	40%	11.0%	12.4%	Exceeded Target	60.37%
Consolidated Revenues @ CC(1) ($M)	20%	$22,981	$24,185	Exceeded Target	26.99%
Cash Conversion Ratio	20%	70.0%	79.6%	Exceeded Target	25.49%
CO2 Emissions	10%	-25.0%	-30.6%	Exceeded Target	20.00%
Accident Frequency Rate(2)	10%	0.153	0.146	Exceeded Target	13.04%
Company Performance Payout Factor		100.0%			145.89%

(1)    At constant currency

(2)    Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target indicates that the achievement level exceeded target.

While no performance-based equity awards vested during fiscal 2022, fiscal 2022 results contribute favorably to the three-year cumulative adjusted EPS, average Industrial ROIC and relative TSR goals attached to PSUs granted in 2021 and 2022.

The NEOs’ remuneration in 2022 was consistent with the Company’s performance and achievement of its strategic objectives. In the Pay versus Performance (“PvP”) section, we elaborate on performance trends for the key metrics and the trends in the CEO compensation and the average of the other NEO’s compensation.

CEO Compensation

Mr. Wine was appointed as CEO of CNH Industrial in 2021, and under his leadership the Company has achieved results that have improved year-over-year, exceeding goals and expectations in a challenging operating environment. At the time of his appointment, the HCC Committee established a market-informed total target compensation package that would remain locked for five years, meaning that regardless of performance there would be no increase in Mr. Wine’s base salary, target annual incentive or target equity incentive grant value. Furthermore, there is no individual performance upside on his bonus payout; in other words, 100% of the bonus payout is exclusively linked to Company performance relative to objective, quantifiable goals. Over 90% of Mr. Wine’s target compensation is variable in nature, whereas 70% of his target compensation is in equity grants that must be held for a minimum of five years following the date of grant, further solidifying long-term shareholder alignment.

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Mr. Wine’s annual incentive payout is based solely on CNH Industrial’s company performance payout factor, which itself comprises objective quantitative performance goals. Based on the achievements summarized above and detailed further in the CD&A, Mr. Wine earned an annual incentive equivalent to 145.89% of target for 2022.

At the time of his appointment and as disclosed in previous Renumeration Reports, the HCC Committee also approved the necessary cash and equity-based payments to secure Mr. Wine’s appointment. These payments are customary when companies intend to attract high-caliber candidates and are intended to replace the compensation that such candidates would be forfeiting with their prior employers. In the case of Mr. Wine such payments had exactly this rationale and were structured to emphasize performance-based equity. This maximized the immediate alignment of his interests with those of our shareholders, other executives, employees more broadly and all of our stakeholders. To address feedback from our shareholders, we have again included a summary of these payments, with additional detail on the various components. This can be found in the “New Hire” section of the CD&A.

Key HCC Committee Activities

In 2022, the HCC Committee approved adjustments to the 2021-2023 long-term incentive (“LTI”) awards due to the impact of the Demerger. As disclosed in the Company’s 2021 report, an equitable adjustment to the number of outstanding LTI awards was approved given the change in the Company’s capital structure. Additionally, the HCC Committee approved revised performance goals for the outstanding three-year PSUs (2021-2023) to account for the Company’s reduced perimeter of operations. The new goals are disclosed in detail in the Equity Incentives section of the CD&A.

Compensation Design

Compensation Philosophy

CNH Industrial’s vision to sustainably advance the noble work of global agricultural and construction workers is supported by a culture that drives long-term results for all shareholders and stakeholders, including our customers and employees. To effectively deliver on this vision in our large, global and complex company as evidenced through the geographic dispersion of our customers, employees and operations, we need to attract and retain highly qualified leaders who are aligned with the Company’s commitments and are effective operators in intricate multinational matrix organizations. Our compensation philosophy and programs are designed to instill a strong performance culture through pay for performance, rigorous performance management and Company goal-aligned incentives.

Principle	How we achieve this at CNH Industrial
Align pay with strategy	Compensation is linked to achievement of goals that align with our objectives
Pay for performance	Compensation is based on merit, taking into account Company performance, individual performance and promotion of Company values The majority of the NEOs’ compensation is delivered through short and long-term at-risk elements
Align pay with long-term shareholder value creation	Performance goals align with the interests of our shareholders and other stakeholders LTIs are delivered in CNH Industrial stock, with PSUs subject to a relative TSR modifier Shareholder ownership guidelines reinforce long-term thinking and a focus on sustainable value creation
Provide competitive compensation opportunities	Compensation levels are set to be competitive relative to a clearly defined, comparable, market-reference peer group, that targets a median revenue broadly aligned with CNH Industrial
Encourage prudent risk-taking	Incentives are designed to discourage unnecessary or excessive risk taking Policies (e.g., Compensation Recoupment Policy) encourage long-term thinking and safeguard against high-risk behaviors through claw-back policy

Strategic Alignment

Five priorities underpin CNH Industrial’s strategic roadmap and are reflected across our compensation programs. The measures that we use to determine compensation under our compensation programs, in particular with respect to our annual bonus and PSU awards, seek to align our NEO’s compensation with our commitment to drive results for all of our stakeholders.

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	STRATEGIC PRIORITIES
	Customer Inspired Innovation	Technology Leadership	Brand & Dealer Strength	Operational Excellence	Sustainability Stewardship
Financial Measures
Annual Bonus
Consolidated Adjusted EBIT Margin Measures our success in optimizing productivity and focuses on profitable product and services sales mix	x	x	x	x	x
Consolidated Revenues Measures our success in boosting customer demand for our products	x	x	x	x
Cash Conversion Ratio Measures our success in working capital management and encourages informed capital expenditure decision-making				x	x
Environmental, Social & Governance (“ESG”) Measures
Annual Bonus
CO2 Emissions Measures our success in promoting energy efficient operations	x	x		x	x
Accident Frequency Rate Measures our success in improving workplace safety and encourages accountability for preventative action				x	x
PSUs
Adjusted EPS Measures our success in delivering bottom-line earnings	x	x	x	x	x
Return on invested capital (industrial activities) Measures our success in efficiently using capital	x	x		x	x
Relative TSR Measures our success in delivering superior market returns	x	x	x	x	x

Compensation Framework

The following table summarizes the fundamental purpose and features of our core compensation elements for our NEOs in 2022.

Element and Purpose	2022 Target Compensation Mix		Key Features and Pay for Performance Rationale
	CEO	Other NEOs (1)
Base Salary Attract and retain well-qualified executives; provide sufficient fixed pay to discourage inappropriate risk-taking			•Fixed cash compensation •Target at median reference for relevant benchmark •Set based on the NEO’s role, market data, skills, geographic scope and prior experience

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Element and Purpose	2022 Target Compensation Mix		Key Features and Pay for Performance Rationale
	CEO	Other NEOs (1)
Annual Bonus Focus and drive near-term business priorities; motivate achievement of objectives critical to annual operating and strategic plans, safety and sustainability.			•At-risk variable cash compensation •Earned based on achieving quantifiable performance objectives •For any incentive to be earned, a minimum level of Consolidated Adjusted EBIT Margin must be achieved •No guaranteed minimum •Threshold provides for 30% of the target opportunity •Maximum capped at 200% of the target opportunity •CEO’s incentive is based 100% on Company performance; other NEOs’ incentive is based on a combination of Company performance and an individual performance modifier range of 0%-125% •Subject to the Compensation Recoupment Policy (clawback)(2)
Long-term Equity Incentives Encourage achievement of long-term strategic objectives; encourage stock ownership and retention; motivate sustainable value creation; align NEOs’ interests with those of shareholders			•Incentive linked to long-term value creation •Target awards combine PSUs (75% CEO; 67% other NEOs) and RSUs (25% CEO; 33% other NEOs) •At-risk variable PSUs earned three years from grant based on achieving quantifiable performance objectives, with the maximum number of shares that can be earned capped at 200% of target •CEO awards subject to a five-year holding period from the date of grant •Subject to the Recoupment Policy (clawback)(2)
Benefits and Contractual Agreements Attract and retain well-qualified leaders by providing post-employment security and other benefits	-	-	•See Benefits Summary table by NEO in the Benefits Section •Alignment with local market norms extended to other employees •Certain provisions and contractual terms for certain Senior Leadership Team members
(1) “Other NEOs” column reflects the average for the non-CEO NEOs calculated in local currency. (2) No variable remuneration has been clawed-back, and no variable remuneration has been adjusted retroactively from Executive or Non-Executive Directors or Other NEOs as no relevant occurrence was identified.

Compensation Policies and Practices

Our compensation framework is supported by various Company policies and practices that further support our compensation philosophy and reflect our high corporate governance standards. Our policies also reflect the global nature of our executive leadership team and are designed to align with local market norms where relevant.

•Set challenging performance targets with pre-determined stretch goals set at the beginning of the performance period •Pay for performance, balancing short- and long-term time horizons, conducting scenario analyses to assess alignment •Deliver the majority of NEO compensation in the form of at-risk, performance-based pay •Maintain robust stock ownership guidelines •Apply a clawback policy to all incentive pay •Consider pay ratios when establishing NEO compensation •Operate a simple, transparent structure with goals, values and performance management that cascades through the Company •Double trigger equity treatment applies on a change in control •Apply a five-year holding period to CEO equity awards from the date of grant •Encourage prudent risk taking and design programs that do not encourage unnecessary or excessive risk •Apply compensation caps to incentive outcomes (200% of target) and permit no payout for performance below threshold •Prohibit guaranteed compensation and loans for NEOs •Avoid excessive compensation practices •Engage with our shareholders to inform decision making

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Compensation Governance

Role of the HCC Committee

The HCC Committee is comprised of four directors, three of whom are independent, and is responsible for oversight of executive compensation, the Company’s remuneration policy, compensation of non-executive directors, and broader human capital management matters, in accordance with Dutch laws and the DCGC.

In undertaking its role, the HCC Committee has continued interaction with the CEO, Executive Chair and other members of the senior leadership team, including the CHRO and Head of Total Rewards. No individual is present when the HCC Committee considers and discusses matters concerning such individual’s compensation. The Company also engages a compensation consultant, Willis Towers Watson (“WTW”), who routinely provides support to the HCC Committee upon request, across a broad range of compensation matters, inclusive of peer group development, market benchmarking and incentive compensation design. The HCC Committee invites WTW to attend meetings at their discretion.

Shareholder Engagement

An important input in the HCC Committee’s discussions and review of CNH Industrial’s compensation practices are the views of our shareholders.

While a majority of our shareholders are supportive of our approach to executive compensation, as evidenced by the fact that 69.8% of shares advised positively in relation to our remuneration report at our 2022 annual general meeting, a minority of shareholders did not support the application of our remuneration policy in 2021.

To better understand shareholders’ perspectives on our executive compensation programs, in 2022, we engaged with a sizable number of our largest shareholders in conversations on executive compensation, governance and sustainability, who provided valuable insights. The outreach effort was led by Mr. Houle, Chair of the HCC Committee, and included members of our Executive Compensation, Legal and Compliance and Investor Relations teams. The following is what we heard and provided clarity on:

What We Heard	CNH Industrial Response
Lack of details regarding the CEO’s go-forward equity grant opportunity as a result of the transition to annual awards	We have sought to enhance the clarity of our compensation disclosures in this year’s CD&A
Request for further information regarding the level of the CEO’s compensation and the potential maximum payouts	CNH Industrial prides itself on the fact that the majority of NEO compensation is at-risk variable pay (73% for our CEO and an average of 59% for our other NEOs), delivered through annual bonus and PSUs. The majority of at-risk variable pay is delivered in CNH Industrial equity in the form of PSUs whose value: i) will depend only on achievement of pre-set goals closely aligned with shareholders’ interests and ii) will vary based on our performance relative to pre-set goals and CNH Industrial’s stock price performance between the grant date and vesting date. With the RSU element of pay, which has the function of retaining very effective leadership, the CEO has 70% of his target compensation tied to equity, which further ties this portion of CEO’s compensation to shareholders’ interests. As a result of our exceptional performance over the last two years, the equity incentives awarded in 2021 (2020 for NEOs) are currently expected to achieve the maximum predetermined performance goals , and will reflect our stock price appreciation over that period to the extent 2023 performance reflects our current expectations. While this combined with the shares appreciation, may result in potential values that are much higher than the fair values as of the grant date, this possibility reflects our alignment of pay and performance as well as the favorable effects of our leadership’s actions on our long-term shareholders, who over the same period have benefited from strong stock price returns and robust return of cash initiatives (buy back and dividends). Mr. Wine’s total compensation package was fixed on appointment and will not increase prior to 2026, during which time the overhand/surplus to market median will reduce, and while this compensation package is in the upper percentile relative to our compensation peer group, the HCC Committee and the Board determined this pay package was necessary to secure Mr. Wine’s appointment (also to compensate him for the forfeited compensation package at his previous company) and was in the best interests of our shareholders, employees and broader stakeholders

Several shareholders expressed an interest in seeing CNH Industrial adopt ESG performance measures in our long-term incentives, to supplement our market-leading use of CO2 Emission reduction and Accident Frequency goals in the annual cash incentive plan. Market data from S&P 500 companies and peer group show specific and weighted ESG in LTI metrics in the industrial sector are uncommon. ESG priorities are reflected in sustainability stewardship being a top five strategic initiative while safety is a top five employee area, and we cascade the ESG goals to LTI participants. We believe in embedding the sustainability measures at the individual level to reinforce their priority and impact results across the board. The HCC Committee will reconsider this feedback in future reviews of the incentive framework.

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As an international company, with a global shareholder base, we believe that it is important for us to understand and consider the diverse views of our shareholders and other stakeholders, which we seek to balance when reaching decisions on compensation. Through various forms and levels of engagement, we have solicited input from shareholders with ownership combined interests surpassing 40% in aggregate (including Exor excluding special voting rights). CNH Industrial remains committed to maintaining an ongoing dialogue with our major stakeholders and reaching out to shareholders to consider their views on the compensation formulation process.

Use of Market Data

The Company periodically benchmarks its executive and NEO compensation programs utilizing a pre-approved peer group. In 2022, the HCC Committee approved a revised peer group, which reflects CNH Industrial’s diverse business and revenues, the completion of the Demerger , and the associated impact on CNH Industrial’s size and primary industry classification (the “2022 Compensation Peer Group”).

While CNH Industrial is headquartered in Europe, the U.S. market has a prominent impact on our business. This is evident as after the Demerger, although we are listed on the New York Stock Exchange (“NYSE”) alongside and the Borsa Italiana (the Italian stock exchange), majority of the trading has shifted to the NYSE. Further evidence is supplied by our strong commercial presence in the U.S., the robust returns generated by such presence, the high concentration of our peer companies and competitors in the U.S., the talent markets in which we operate, and the nationalities represented in our leadership team. Accordingly, our compensation peer group appropriately reflects this reality.

Consistent with prior years, the 2022 Compensation Peer Group is comprised of a combination of companies based in the U.S. and Europe with a view to positioning CNH Industrial around the median of key financial scoping criteria, primarily revenue and market capitalization. At the time the 2022 Compensation Peer Group was approved by the HCC Committee, CNHI ranked at the 46th percentile on projected 2022 revenue, and the 38th percentile on market capitalization amongst its peers.

CNH INDUSTRIAL 2022 COMPENSATION PEER GROUP (the “2022 Compensation Peer Group”)
	European-Listed Companies	US-Listed Companies
New peers in 2022	ACS, Actividades de Construcción y Servicios, S.A. Alstom SA KION GROUP AG Sandvik AB	Illinois Tool Works, Inc. Parker-Hannifin Corporation Westinghouse Air Brake Technologies Corporation
Retained peers from 2021	AB Volvo Continental AG	AGCO Corporation Caterpillar Inc. Cummins Inc. Deere & Company General Dynamics, Inc. PACCAR, Inc
Prior peers removed for 2022 given reduced relevance following the Demerger	BAE Systems plc Rolls-Royce Holdings plc Traton SE Valeo SA	Honeywell International, Inc. Magna International

When benchmarking compensation for NEOs other than Mr. Wine, the Company considers a combination of available data for this peer group and survey data provided by its consultant, WTW. Similar principles are used in identifying survey peers based on size and industry applicability. In assessing compensation levels, the Company primarily references median figures, considering various factors, such as location and scope of role, in setting individual NEO pay relative to median.

Compensation and Risk

CNH Industrial is committed to maintaining and enhancing a culture focused on integrity and accountability. The Company has adopted several policies, including those detailed below, that reflect our culture as well as our compensation principles of aligning executives’ interests with long-term shareholder value creation and encouraging prudent risk taking.

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Stock Ownership Requirements

Our NEOs are subject to robust stock ownership guidelines, which require them to build up an interest in CNH Industrial stock over time as summarized below.

Minimum Requirements	CEO: five-times base salary with an interim milestone of two and a half-times base salary as of December 31, 2022 Other NEOs: three-times base salary
Time Horizon	Within five years of policy implementation (2021) or an NEO’s date of appointment as applicable
Counted Equity Interests	Beneficially owned shares or shares in which the executive has a beneficial interest, e.g., owned by a spouse Unvested equity awards do not count towards the requirement
Retention Requirement	The CEO must hold vested shares for five years from grant date Other NEO’s must hold 50% of net shares following vesting until the stock ownership requirement is met

At the end of 2022, all NEOs were progressing towards their stock ownership requirement within the permitted five-year time horizon or in compliance with their respective stock ownership requirement.

Compensation Recoupment Policy

Our compensation recoupment policy (the “Compensation Recoupment Policy”) authorizes the Company to recover, or “clawback,” incentive compensation with the ability to retroactively adjust if any cash or equity incentive award was predicated upon achieving financial results and the financial results are subsequently subject to an accounting restatement.

Covered Employees	All current or former executive officers
Triggering Events	Substantial accounting restatements of financial results that informed incentive outcomes, regardless of fraud or misconduct
Covered Compensation	Awards made under our equity incentive plan, which encompasses all incentive compensation awarded to NEOs including annual cash incentives under the Company Bonus Plan (“CBP”) and equity grants of PSUs and RSUs. The Company reserves the right to recoup excess amounts over that which would have been paid under an accounting restatement to the extent practicable.
Time Horizon	Incentive compensation received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement

No recoupment of incentive compensation was warranted under any of the Company’s incentive plans during 2022.

2022 Compensation Decisions and Outcomes

The following sections detail NEO compensation and incentive outcomes for 2022 and explain the impact of the Demerger on the 2021-2023LTI awards as approved by the HCC Committee in 2022.

Base Salary

None of our NEOs’ base salaries were increased in 2022. As previously disclosed, the CEO’s target compensation, including his base salary, is fixed for the five-year duration of his employment agreement.

Named Executive Officer	2021 Base Salary (USD)1	2022 Base Salary (USD)1	Increase
Scott W. Wine	1,700,000	1,700,000	—%
Oddone Incisa	663,421	663,421	—%
Derek Neilson	580,389	580,389	—%

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Stefano Pampalone	524,056	524,056	—%
Kevin Barr	500,000	500,000	—%

1 The non-US base salaries of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2022 full year average exchange rate for both 2021 and 2022 for a constant currency comparison per the following table:

NEO	Local Currency	2022 Average Exchange Rate
Oddone Incisa	EUR	1.053
Derek Neilson	GBP	1.2348
Stefano Pampalone	CHF	1.0481

Annual Cash Incentive

Our NEOs’ annual variable compensation, delivered under the CBP, is contingent on the achievement of pre-established, rigorous financial measures and other designated performance objectives, such as ESG KPIs. The goals of our incentive plans align to our five strategic priorities which, in addition to customer service, emphasize safety, quality, delivery and profitability for all stakeholders. Awards under our CBP are subject to our Compensation Recoupment Policy.

TARGET BONUS OPPORTUNITY	X	COMPANY PERFORMANCE	X	INDIVIDUAL PERFORMANCE	=	EARNED BONUS
75% - 200% of year-end salary		0 – 200% of target		CEO: 0-100% of target; Other NEOs: 0 – 125% of target		To earn any bonus, a threshold hurdle rate of Consolidated Adjusted EBIT Margin must be achieved
		Subject to an overall cap of 200% of target

The HCC Committee approved the 2022 compensation design with reference to CNH Industrial’s strategic priorities, communicated goals and market practices. With respect to any annual bonuses, a threshold hurdle rate of Consolidated Adjusted EBIT Margin must be achieved. Company performance is assessed based on three financial performance measures and two ESG measures, with established threshold, target and maximum goals. Achieving threshold performance earns 30% of the target opportunity, and maximum performance earns 200% of the target opportunity.

2022 CBP Measures(1)	Weight	Definition
Consolidated Adjusted EBIT Margin %	40%	Consolidated Adjusted EBIT divided by Consolidated Revenues, goal must be achieved for plan to pay out
Consolidated Revenues @CC $	20%	Consolidated Revenues in constant currency
Cash Conversion Ratio %	20%	Free Cash Flow of Industrial Activities divided by Adjusted Net Income
CO2 Emissions %	10%	Reduction in emissions versus 2018, measured as percentage change in tons of CO2 emissions per hours of production in the manufacturing processes
Accident Frequency Rate	10%	Number of injuries divided by the number of hours worked multiplied by 100,000
(1)We make adjustments to U.S. GAAP financial measures for purposes of our financial performance measures to ensure the results properly reflect management contributions.

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CBP Outcomes

The following goals and achievements applied for 2022, with the HCC Committee approving a Company performance payout factor of 145.89% of target.

Measure(1)	Weight	Threshold	Target	Maximum	Actual	Actual vs. Target	Weighted Payout Factor
Consolidated Adjusted EBIT Margin	Hurdle(2)		7.7%		12.4%	Exceeded
Consolidated Adjusted EBIT Margin	40%	9.6%	11.0%	13.7%	12.4%	112.7%	60.44%
Consolidated Revenues @ CC ($M)	20%	$20,108	$22,981	$26,428	$24,185	105.2%	26.99%
Cash Conversion Ratio	20%	59.5%	70.0%	105.0%	79.6%	113.7%	25.49%
CO2 Emissions	10%	-23.8%	-25.0%	-28.8%	-30.6%	122.4%	20.00%
Accident Frequency Rate(3)	10%	0.161	0.153	0.130	0.146	95.4%	13.04%
Company Performance Payout Factor		30.0%	100.0%	200.0%			145.89%
(1) We make adjustments to U.S. GAAP financial measures for purposes of our financial performance measures to ensure the results properly reflect management contributions. (2) If this hurdle level of Consolidated Adjusted EBIT Margin is not achieved, no annual cash incentive will be paid, regardless of the level of performance achievement in respect of the other measures (3) Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target is an exceeds target achievement.

While the CEO is only subject to the company performance payout factor and any negative discretion applied by the HCC Committee, other NEOs’ awards are also subject to an individual performance factor, which can range from 0% - 125%, based on achievements against previously determined performance goals. Following an assessment of individual performance during 2022, the HCC Committee approved individual performance factors ranging from 90%-125% of target.

The table below summarizes the resulting annual cash incentives in U.S. dollars earned by the NEOs under the CBP in respect of 2022 performance, which were paid in March 2023:

Named Executive Officer	Target Annual Cash Incentive (USD)(1)	2022 Earned Annual Cash Incentive (USD)(1)	% of Target Cash Incentive Earned in 2022
Scott W. Wine(2)	3,400,000	4,960,300	145.89%
Oddone Incisa	663,421	1,064,632	160.48%
Derek Neilson	580,389	1,058,407	182.36%
Stefano Pampalone	524,056	688,086	131.30%
Kevin Barr	375,000	601,800	160.48%

(1) The non-U.S. target and earned annual cash incentives of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2022 full year average exchange rate as previously disclosed in the Base Salary section above.

(2) See the breakout of Mr. Wine’s CBP payment by each KPI in the Dutch disclosures section of the report.

Equity Incentives

Our equity incentives delivered under our LTI plan are a vital component of our NEOs’ overall reward packages. Equity incentives support our long-term strategy and recognize our NEOs’ leadership and the achievement of our strategic objectives. As of 2022, the Company grants equity awards on an annual basis, whereas awards granted in and prior to 2021 were made on a ‘front-loaded’ basis, meaning awards were generally made once every three years. This change was made in response to shareholder feedback, to better align our design with competitive market norms, to enhance the retention impact of our awards, and to maximize alignment with our strategic priorities. Equity is delivered in a combination of PSUs and RSUs, both of which are subject to the terms of our Compensation Recoupment Policy. The Company does not pay dividends or dividend equivalents on PSUs and RSUs.

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Named Executive Officer	Target Annual LTI Opportunity (USD)1	PSU Weight	RSU Weight
Scott W. Wine	12,000,000	75.0%	25.0%
Oddone Incisa	2,487,827	67.7%	33.3%
Derek Neilson	2,176,458	67.7%	33.3%
Stefano Pampalone	1,048,113	67.7%	33.3%
Kevin Barr	1,000,000	67.7%	33.3%

1The non-U.S. target LTI of Messrs. Incisa, Neilson, and Pampalone are converted to U.S. dollars at the 2022 full year average exchange rate as previously disclosed in footnote under the Base Salary section.

Mr. Wine is required to hold any shares that vest for a period of up to five years from the date of grant. Other NEOs are required to hold 50% of net shares that vest to the extent that they have not achieved their stock ownership guideline.

2022-2024 Performance Share Unit (“PSU”) Awards

The performance measures for the 2022 PSU awards comprise two weighted financial metrics and a modifier based on CNH Industrial’s TSR performance relative to a group of our peers. All measures are calculated over the period of 1.1.2022 – 12.31.2024.

50%
Adjusted EPS + 50%
Industrial ROIC x 0.75x – 1.25x
Relative TSR Multiplier = FINAL PAYOUT

2022-2024 PSU Measures(1)	Weight	Definition
Adjusted EPS	50%	Net income (loss) excluding any nonrecurring items (after tax), divided by the weighted average outstanding number of common shares on a fully diluted basis, measured on a cumulative basis
Industrial ROIC	50%	Adjusted EBIT (after-tax) divided by Average Industrial Invested Capital, calculated as a three-year average
Relative TSR	Modifier	Three-year TSR measured relative to peers (see further detail below)
(1) We make adjustments to U.S. GAAP financial measures for purposes of our financial performance measures to ensure the results properly reflect management contributions.

The payout ranges for our PSU awards range from a threshold of 50% of target to a maximum of 200% of target for outstanding performance. If the threshold performance goals are not achieved, none of the PSUs will vest.

			Cumulative 2022 – 2024 Adjusted EPS
			< Threshold	Threshold	Target	Outstanding			Relative TSR Modifier
			< $3.88	$3.88	$4.56	≥ $5.54
Average 2022 -2024 Industrial ROIC	Outstanding	≥ 20.2%	100%	125%	150%	200%	X	Outstanding	≥ 75th Percentile	1.25
	Target	18.0%	50	75%	100%	150%		Target	50th Percentile	1
	Threshold	15.3%	25%	50%	75%	125%		Threshold	≤ 25th Percentile	0.75
	< Threshold	< 15.3%	0%	25%	50%	100%

PSU payouts are pro-rated for performance between the threshold, target and outstanding performance goals. The maximum payout is subject to an overall cap of 200% of target.

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Relative TSR performance will be assessed against a single peer group of sixteen companies that reflect both the agriculture and construction equipment aspects of our business.

Agriculture Peers	Construction Equipment Peers		Composite Peers (Agriculture and Construction Equipment)
AGCO Corporation	AB Volvo	Komatsu Ltd.	Bucher Industries AG
Husqvarna AB	Alstom SA	Sandvik AB	Cummins Inc.
Kubota Corporation	Caterpillar Inc.	Terex Corporation	Deere & Company
The Toro Company	Kion Group AG	Westinghouse Air Brake Technologies Corp	Trimble Inc.

Performance in respect of all measures will be assessed over the three-year period ending December 31, 2024.

2022 RSU Awards

The 2022 RSU awards also vest on a cliff basis, following the conclusion of a three-year period, subject to continued service and satisfactory individual performance.

2021 – 2023 PSU Awards

As a result of the Demerger in 2022, the performance period of the 2021-2023 PSU awards spans pre- and post-Demerger periods. The HCC Committee realigned the performance conditions for the proportional post-Demerger CNH Industrial scope of business operations only. The HCC Committee sought to ensure that the performance goals remained challenging and reflected the same degree of stretch after the perimeter adjustment.

The 2021 PSU awards were subject to a similar performance matrix used for the 2022 PSUs, assessing cumulative Adjusted EPS, average Industrial ROIC and a relative TSR modifier. To reflect the Demerger, the HCC Committee approved updated Adjusted EPS and Industrial ROIC goals to simply reflect CNH Industrial’s contributions pre- and post-Demerger. In addition, the HCC Committee determined that the TSR component would be assessed relative to the original peer group for 2021 performance, and the updated peer group disclosed in respect of the 2022 PSUs for the remaining two years of the performance period. The resulting modifier would be weighted one-third based on 2021 performance and two-thirds based on 2022 – 2023 performance when approving a final outcome.

The adjusted 2021– 2023 performance goals, restated to reflect CNH Industrial’s (off-highway) performance contributions contemplated in the original goals are as follows:

			Cumulative 2021 – 2023 Adjusted EPS
			< Threshold	Threshold	Target	Outstanding			Relative TSR Modifier
			< $1.67	$1.67	$2.09	≥ $2.51
Average 2021 – 2023 Industrial ROIC	Outstanding	≥ 12.0%	100%	125%	150%	200%	X	Outstanding	≥ 75th Percentile	1.25
	Target	10.1%	50%	75%	100%	150%		Target	50th Percentile	1.00
	Threshold	8.4%	25%	50%	75%	125%		Threshold	≤ 25th Percentile	0.75
	< Threshold	< 8.4%	0%	25%	50%	100%

The relative TSR modifier for 2021 has been assessed relative to the original peer group which comprised AB Volvo, AGCO Corporation, Caterpillar Inc., Cummins Inc., Deere & Company, Komatsu Ltd., Kubota Corporation, PACCAR Inc., and Traton SE. CNH Industrial ranked first relative to these companies for 2021, and so one-third of the final relative TSR modifier will be scored at 1.25. Two-thirds of the modifier will be based on CNH Industrial’s performance relative to the peer group disclosed in respect of the 2022 PSUs for the final two years of the performance period.

As with the 2022 PSUs, payouts are pro-rated for performance between the threshold, target and outstanding performance goals, and the maximum payout is subject to an overall cap of 200% of target.

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New Hire Awards

When the HCC Committee and/or the Board determine it appropriate, the Board, at the recommendation of the HCC Committee, may approve additional compensation associated with the recruitment of new executives. In relation to the recruitment and appointment of Mr. Wine as CEO, effective January 2021, the HCC Committee recommended, and the Board approved, payments to secure Mr. Wine’s appointment. As disclosed in 2021, these payments were made to compensate Mr. Wine for amounts that he was forfeiting with his prior employer upon accepting the role at CNH Industrial.

Replacement For	Vehicle	Key Terms	Value
Forfeited 2020 annual cash incentive	Cash	Intended to replace Mr. Wine’s fully earned but unpaid annual cash incentive for 2020 performance Paid to Mr. Wine in April 2021 and included in the bonus column of the Summary Compensation Table for 2021	Total: $1,573,000 2021: $1,573,000
Forfeited 2018–2020 long-term incentive awards	Cash	Intended to replace portions of Mr. Wine’s LTI awards granted in 2018, 2019 and 2020 for which he had contributed to the performance achievement of but would not earn and weren’t covered by CNH Industrial’s 2021-2023 front-loaded target LTI awards described below Replacement value will be paid in three cash installments in 2022, 2023 and 2024 broadly aligned to the timing and values of the original awards that would have vested at his prior employer The agreed amount reflects the estimated performance achievements and value associated with the underlying awards for the time Mr. Wine was employed The first payment was made in 2022 and is included in the bonus column of the Summary Compensation Table for 2022 The payments are payable in the event of a Qualifying Termination but would be forfeited if the CEO voluntarily terminated prior to the payment dates.	Total: $7,578,000 2022: $4,248,000 2023: $2,355,000 2024: $975,000
	Equity	The one-time 3X annual target LTI award served multiple purposes: Using 2X of the RSU awards ($6 M) in addition to the Cash LTI Sign-On ($7.578 million noted above) to compensate Mr. Wine for the total value of his 2018, 2019 and 2020 LTI awards forfeited with his prior employer on joining CNH Industrial, an estimated total value of $13.578 million at the time of the offer Using 1X each of the RSUs and PSUs to cover the annual target LTI award for the 2021 grant cycle for the 2021-2023 performance period, and providing the remaining 2X PSUs as a one-time highly leveraged at risk PSU award to incentivize Mr. Wine to join and be immediately invested in the long-term success of CNH Industrial and aligned with shareholder interests The majority of the award was delivered in PSUs with performance conditions consistent with those applicable to other 2021–2023 NEO PSU awards. The value of these awards is included in the Stock Awards column of the Summary Compensation Table for 2021 The on-going annual LTI awards are $12M at target.	2021 grant date fair value: $36,090,720 75% in PSUs 25% in RSUs

As a result of payments being staggered to align with the LTI awards Mr. Wine forfeited on joining CNH Industrial, amounts will appear in our Summary Compensation Table for 2022, as well as 2021, 2023 and 2024. No other new hire or one-time awards were made to our NEOs during 2022.

Mr. Wine’s first two years with CNH Industrial have been impressive, with stellar financial results, reinforcing the HCC Committee’s conviction that the right candidate was selected and the use of performance-based equity in his buyout was appropriate. As a result, the value of his outstanding compensation is positively linked to the Company’s performance. For further discussion, see the “Pay versus Performance” section of this CD&A.

The HCC Committee considered multiple factors when establishing Mr. Wine’s ongoing target compensation, including what was considered appropriate to secure and retain a high-caliber leader with an exceptional track record who previously had a highly competitive compensation arrangement. As previously discussed, Mr. Wine’s regular annual target compensation is fixed through 2025 and totals $17.1 million, with 73% tied to the Company’s performance and 70% in CNH Industrial equity awards.

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Benefits

CNH Industrial seeks to align NEO benefits with local market norms and to provide eligible NEOs with participation in broader employee benefits programs offered in the countries where each NEOs is based. Some provisions are specific to the NEO’s Senior Leadership Team role. The following table summarizes the key benefits offered to each of the NEOs:

Benefits Summary		Wine, Scott W.	Incisa, Oddone	Neilson, Derek	Pampalone, Stefano	Barr, Kevin
		CEO	CFO & President, Financial Services	President, Agriculture	President, Construction	CHRO
Post-Employment Benefits	Defined Contribution(1)	401k & NQ Deferred Compensation Plans	Italy contract DC Plan: FIPDAF	U.K. DC plan: GPP and supplemental benefits	Swiss DC plan: LPP (second pillar)	401k & NQ Deferred Compensation Plans
	Pension(2)	N/A		Closed DB effective Feb 1, 2020; prior service benefits	N/A
	U.S. Retiree Healthcare(3)	Vests after five years CEO service and minimum age of 55	N/A			Vests after three years SLT service and minimum age of 55
Other Benefits	Car Benefit(4)	Per country lease car policy			Reimbursement in lieu of Swiss leased car	Per country lease car policy
	Personal Usage of Corporate Aircraft(5)	limited to 175 flight hours per year	N/A
	Benefit Allowances(6)	N/A			Legacy international transfer benefits	N/A
	Tax Equalization(7)	N/A				N/A
Contractual Agreements	Country of Agreement	U.S. employment agreement	Italy national contract plus 2019 SLT terms agreement	U.K. employment agreement with union provisions plus 2019 SLT terms agreement	Swiss employment agreement plus 2019 SLT terms agreement	U.S. employment agreement
	Restrictive Covenants(8)	One year Non-Compete and Non-Solicitation	One year Non-Compete and Non-Solicitation	Two year Non-Compete and Non-Solicitation	One year Non-Compete and Non-Solicitation	Two year Non-Compete three year Non-Solicitation
	Severance(9)	12 months	34 months	24 months	17 months	24 months

(1) All of the NEOs participate in the defined contribution plans in their respective countries. In the U.S., CNHI Industrial also has a non-qualified deferred compensation plan that allows contributions over the qualified 401(k) plan limits to continue plus allows additional elective deferrals. There are no supplemental plans offered by the Company in Italy or in Switzerland. For Mr. Neilson, contributions made into the U.K. GPP are over tax limits and as such are taxable which the Company covers. Additional supplemental contributions are paid as he earns them and are his tax responsibility.

(2) Mr. Neilson has a U.K. defined benefit that has been closed to service accruals as of February 1, 2020.

(3) Messrs. Wine and Barr are eligible for post-employment supplemental retiree healthcare if they remain employed until age 55 and have five years as CEO and three years as Senior Leadership Team member service, respectively.

(4) Senior Leadership Team members' benefits follow their respective country's lease car policy with the exception of a larger variety of brands/models are available, if available in their country. Mr. Pampalone receives reimbursement for car leased in Italy in lieu of Swiss leased car. Mr. Barr elects not to use the leased car benefit available per the U.S. policy for Executives.

(5) The CEO's personal use of private aviation for commuting from his residence to Chicago is limited to 100 flight hours per year and additionally for a maximum of 75 hours per year of other personal travel. Any taxes associated with the use of the aircraft will be the sole responsibility of the CEO.

(6) Mr. Pampalone receives an annual housing allowance of CHF 30,000, taxable to him, as part of a legacy agreement when he transferred to Lugano Switzerland from Italy in December 2012.

(7) Mr. Pampalone’s position is based in Lugano, Switzerland but also maintains tax residency in Italy. Per his employment agreement, he is tax equalized to Switzerland taxes, meaning the Company pays any higher Italy taxes, net (grossed up).

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(8) There is no additional compensation during the restrictive covenant period(s) as their Senior Leadership Team terms and conditions are deemed full consideration for the restrictions.

(9) See the table for "Potential Payments at Termination" for estimates based on eligibility as of December 31, 2022 and explanation of benefits. The eligible pay for Mr. Incisa’s months of severance is base salary, the average of 3-year bonus and car benefit. The other NEO’s eligible pay is base salary.

Additional Information

HCC Committee Report

The HCC Committee has reviewed and discussed with management the CD&A set forth above. Based on such review and discussions, the HCC Committee recommended to the Board that the CD&A be included in this Form 10-K for filing with the SEC and in the Remuneration section of our Annual Report.

Léo W. Houle (Chair)

Alessandro Nasi

Catia Bastioli

Howard W. Buffett

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Executive Compensation Tables

In this section, we provide tabular and narrative information regarding the compensation of our NEOs for fiscal 2022. All values are in US dollars unless otherwise noted.

Fiscal 2022 Summary Compensation Table

NEO & Position	Year	Salary ($) (1)(2)	Bonus ($) (3)	Stock Awards ($) (4)	Non-Equity Incentive Compensation ($) (5)(6)(7)	Change in Pension Value and Nonqualified Deferred Compensation Earnings($) (8)(9)	All other Compensation ($) (10)	Total ($)
Scott W. Wine CEO	2022	1,700,000	4,248,000	11,511,892	4,960,300	18,640	476,829	22,915,662
	2021	1,700,000	1,573,133	36,090,720	5,100,000	2,588	337,846	44,804,287
Oddone Incisa CFO & President, Financial Services	2022	663,421		2,470,857	1,064,632		323,954	4,522,864
	2021	679,773		—	1,587,829		156,117	2,423,719
	2020	555,465		8,272,864	508,391		111,563	9,448,283
Derek Neilson President, Agriculture	2022	580,389		2,177,993	1,058,407	—	119,959	3,936,748
	2021	646,679		—	1,527,815	—	173,559	2,348,053
	2020	573,227		8,800,187	579,248	175,279	117,999	10,245,939
Stefano Pampalone President, Construction	2022	524,056		1,010,805	688,086		240,749	2,463,696
	2021	546,984		—	1,148,667		237,386	1,933,037
	2020	506,813		4,069,254	426,781		178,443	5,181,291
Kevin Barr CHRO	2022	500,000		989,480	601,800	4,324	175,410	2,271,014
	2021	386,538		3,381,283	656,300	405	—	4,424,526

(1)     For Messrs. Wine and Barr, the amounts include deferrals into the CNH Industrial Deferred Compensation Plan. Salary amounts deferred in fiscal 2022 are shown in the Fiscal 2022 Nonqualified Deferred Compensation Table.

(2)     For the non-U.S. based NEOs, their local currency base earnings were converted to USD using the full year average exchange rate for the given year. For each fiscal year, the table below shows the exchange rates (USD per local currency) used for each of the non-U.S. based NEOs:

Name	Local Currency	2022 Average Exchange Rate	2021 Average Exchange Rate	2020 Average Exchange Rate
Oddone Incisa	EUR	1.0530	1.1827	1.1422
Derek Neilson	GBP	1.2348	1.3759	1.2838
Stefano Pampalone	CHF	1.0481	1.0940	1.0670

(3) The amount in 2022 represents the first of three annual installments of a cash award which will total $7.578 million. This award replaces the CEO’s forfeited long-term awards which were not covered under the CNH Industrial 2021-2023 LTI awards. The second and third installments will equal $2.355 million and $0.975 million, respectively, and are set to be paid in 2023 and 2024. The 2023 payment was made in fiscal 2023 and will be reported in the Company’s executive compensation disclosure for fiscal 2023. The amount in 2021 was a cash sign-on paid upon hiring to compensate for the forfeited 2020 bonus from the prior employer.

(4)Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 17, "Share-Based Compensation,” of our consolidated financial statements. For PSUs, the value at the grant date is based upon a target payout of the performance metrics over the three-year performance period. For the 2022 PSUs, if the highest level of performance were achieved, the value of the PSU awards as of the grant date would be as follows: $20,189,638 (Wine), $4,128,914 (Incisa), $3,639,516 (Neilson), $1,689,099 (Pampalone), and $1,653,464 (Barr). RSUs will vest three years after the grant date, at which time they may be settled in CNHI common stock. Refer to the Fiscal 2022 Grants of Plan-Based Awards table and footnote 17 "Share-Based Compensation" thereto for a detailed description of the grant date fair value of our stock awards.

(5)As discussed in the CD&A under “CBP Outcomes” in the Annual Cash Incentive section, based on actual company performance, the NEOs earned a CBP award equal to 145.89% of the target opportunity. The awards for NEOs other than the CEO were adjusted for individual performance by a factor that ranged from 90% to 125.

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(6)Mr. Wine deferred 50% of the earned CBP bonus into the CNH Industrial Deferred Compensation Plan. Bonus amounts deferred in 2022 are shown in the Fiscal 2022 Nonqualified Deferred Compensation Table and relate to the 2021 plan year bonus.

(7)Messrs. Incisa, Neilson and Pampalone’s local currency cash bonuses were converted to USD using the full year average year exchange rate for the given year, as shown in the Base Salary section above.

(8)For Messrs. Wine and Barr, these amounts include above market interest earned on deferred compensation for each year.

(9)For Mr. Neilson, these amounts include the change in present value (“PV”) of his defined benefit plan accumulated benefits. The U.K. CNH Pension Scheme was discontinued effective January 31, 2020 for additional service, but benefits increase annually for inflation as measured by the U.K. retail price index (“RPI”). The valuation changes for market conditions impacting the assumptions, primarily the discount rate. The change in the PV of the Accumulated Benefit over 2021 (a reduction of £40,858) and 2022 (a reduction of £914,553) have been set to zero for disclosure purposes.

(10)All Other Compensation incurred in fiscal 2022 is detailed and explained in the following table:

NEO	Car ($)(a)	Personal Usage of Corporate Aircraft ($)(b)	Benefit Allowances ($)(c)(d)	Tax Equalization ($)(e)	Retiree Healthcare ($)(f)	Defined Contribution Savings Plan Company Contributions ($)(g)(h)(i)	Total ($)
Scott W. Wine	16,075	124,947			131,808	204,000	476,830
Oddone Incisa	10,110		51,033			262,812	323,955
Derek Neilson	47,580					72,379	119,959
Stefano Pampalone	18,866		31,443	19,662		170,778	240,749
Kevin Barr					129,256	46,154	175,410

a.The NEOs are eligible for a leased car pursuant to the Company’s car policy in each country in connection with the Company’s arrangements with Stellantis NV. The values provided above reflect the value of each NEO’s selected car, as selected from a list of Fiat Chrysler brands and per the respective NEO’s countries’ tax code. Mr. Barr does not utilize the lease car benefit that is available under the U.S. car policy.

b.Per Mr. Wine’s employment agreement, he is entitled to limited personal usage of the Company’s corporate aircraft.

c.Mr. Incisa received a seniority premium of 1/13th annual salary per the Italy Contract terms in recognition of his 25th work anniversary.

d.Mr. Pampalone receives an annual housing allowance of CHF 30,000, taxable to him, as part of a legacy agreement when his role transferred to Lugano, Switzerland from Italy in December 2012.

e.Mr. Pampalone’s position is based in Lugano, Switzerland but he is also a resident of Italy for tax purposes. Per Mr. Pampalone’s employment agreement, he is tax equalized to Switzerland taxes, meaning the Company pays any amount in respect of Italian taxes that would result in Mr. Pampalone’s net taxes exceeding what he otherwise would have paid in Switzerland.

f.Messrs. Wine and Barr are eligible for post-employment supplemental retiree healthcare if they remain employed until age 55 and Mr. Wine has five years as CEO and Mr. Barr has three years as Senior Leadership Team member service, respectively. The amounts provided above represent the annual service costs of future potential benefits per the annual actuarial valuation.

g.All the NEOs participate in their countries’ defined contribution plan for salaried employees, and in the case of Mr. Incisa, for Directors as defined in the Contratto Collettivo di Lavoro per i Dirigenti, (“Italy Contract”), the collective labor contract for Directors. The amounts provided above include the 2022 contributions the Company made into their respective savings plans.

h.For Messrs. Wine and Barr, company matching amounts above the qualified 401(k) plan limits are also included above and are also disclosed in the non-qualified deferred compensation table.

i.For Mr. Neilson, the amount listed above includes supplemental contributions over the tax qualified limits which are paid directly to Mr. Neilson as they are earned. The supplemental benefits are described in a later section regarding Pension Benefits. Of the total amount provided above, $15,212 covers the tax and gross-up on the portion that is tax-protected by the Company.

Fiscal 2022 Grants of Plan-Based Awards

The following table provides additional information regarding both the short-term and LTI awards and potential payout ranges for awards that were granted in fiscal 2022. The short-term incentive awards were granted under the 2022 CBP and the LTI awarded solely in equity awards consists of RSU and PSU awards under the CNH Industrial 2022-2024 LTI plan. The equity awards will

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deliver payout in future years subject to meeting the vesting and performance conditions. These awards are further described in the CD&A under “2022 Compensation Decisions and Outcomes | Annual Cash Incentives | Equity Incentives.”

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plan Awards(3) Number of Shares of Stock Units			All Other Stock Awards: Number of Shares of Stock or Units(4)	Grant Date Fair Value of Stock Awards(5)
NEO & Position	Grant Date(1)	Threshold	Target	Maximum	Threshold	Target	Maximum
Scott W. Wine CEO	4/28/2022	$1,020,000	$3,400,000	$6,800,000
	5/20/2022				313,050	626,100	1,252,200	208,700	$11,511,892
Oddone Incisa CFO & President, Financial Services	4/28/2022	$199,026	$663,421	$1,326,841
	5/20/2022				57,934	115,867	231,734	57,933	$2,470,857
Derek Neilson President, Agriculture	4/28/2022	$174,117	$580,389	$1,160,778
	5/20/2022				51,067	102,133	204,266	51,067	$2,177,993
Stefano Pampalone President, Construction	4/28/2022	$157,217	$524,056	$1,048,113
	5/20/2022				23,700	47,400	94,800	23,700	$1,010,805
Kevin Barr, CHRO	4/28/2022	$112,500	$375,000	$750,000
	5/20/2022				23,200	46,400	92,800	23,200	$989,480

(1) For the non-equity incentive plan awards, the grant date is the date on which the Committee approved the range of estimated potential payouts for the 2022 performance year under the CBP. For equity awards, the grant date is the notification date for awards granted to the NEOs after the Committee approved the 2022-2024 LTI plan. For the non-U.S. based NEOs, the range of payout was converted to USD using the 2022 full year average exchange rates (see the related footnote in the Summary Compensation Table for the FX rates).

(2) The threshold, target and maximum columns show the range of potential payouts under the CBP for achievement of the Company’s performance metrics. The metrics and range of performance goals for threshold, target and maximum are described in the CD&A in the “2022 Compensation Decisions and Outcomes | Annual Cash Incentives” section. If actual performance is between the threshold, target and maximum amounts, the earned CBP award will be prorated. For the NEOs other than the CEO, an individual modifier between 0% and 125% will be applied based on the CEO’s assessment of their individual and team goals set in the Company’s Performance Management Process (“PMP”) for 2022.

(3) Represents the potential payout range of PSUs granted in May 2022. The number of shares that vest is based on the achievement of predetermined performance metrics’ goals for the three-year period, January 1, 2022 through December 31, 2024. The metrics and range of performance goals for threshold, target and maximum are described in the CD&A in the “2022 Compensation Decisions and Outcomes | Equity Incentives” section. At the end of the three-year performance period, the actual award, delivered as CNH Industrial common stock, can range from 0% to 200% of the original grant. The awards may be forfeited for unfavorable individual performance at the sole discretion of the Committee. No dividend equivalents are earned during the vesting period.

(4) Represents the number of RSUs granted in May 2022. RSUs will vest on April 30, 2025, at which time they will be settled in CNH Industrial common stock. The awards may be forfeited for unfavorable individual performance at the sole discretion of the Committee. No dividend equivalents are earned during the vesting period.

(5) Amounts shown represent the grant date fair value of equity awards granted to the NEOs in fiscal 2022 calculated in accordance with FASB ASC Topic 718. The values in this column exclude the effect of estimated forfeitures. For both the PSUs and RSUs, fair value is the market value of the underlying stock on the grant date, excluding dividends. The valuation of the PSUs assumes a target payout.

For additional information on the valuation assumptions, refer to Note 17, “Share-Based Compensation,” of CNH Industrial’s consolidated financial statements.

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Outstanding Equity Awards at Fiscal 2022 Year-End

The following table itemizes outstanding RSUs and PSUs held by the NEOs, for the fiscal year ending December 31, 2022. Valuation depends stock price and PSUs also depend on achievement/overachievement of set goals included in our strategic business plan.

		Stock Awards
NEO & Position	Grant Date	Number of Shares or Units of Stock That Have Not Vested(1)	Market Value of Shares for Units of Stock That Have Not Vested(2)	Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested(3)	Equity Incentive Plan Awards Market or Payout Value Unearned Shares, Units Other Rights That Have Not Vested(4)
Scott W. Wine CEO	01/04/2021	578,240	9,032,621	5,206,448	82,067,545
	05/20/2022	208,700	3,173,612	1,252,200	19,382,926
	Total	786,940	12,206,233	6,458,648	101,450,471
Oddone Incisa CFO & President, Financial Services	12/03/2020	155,497	2,429,001	1,038,996	16,377,356
	05/20/2022	57,933	880,963	231,734	3,587,033
	Total	213,430	3,309,964	1,270,730	19,964,389
Derek Neilson President, Agriculture	12/03/2020	131,557	2,055,037	1,087,182	17,136,896
	05/20/2022	51,067	776,554	204,266	3,161,853
	Total	182,624	2,831,591	1,291,448	20,298,749
Stefano Pampalone President, Construction	12/03/2020	56,753	886,532	480,260	7,570,182
	05/20/2022	23,700	360,396	94,800	1,467,418
	Total	80,453	1,246,928	575,060	9,037,600
Kevin Barr CHRO	04/01/2021	50,048	781,794	304,836	4,805,031
	05/20/2022	23,200	352,793	92,800	1,436,460
	Total	73,248	1,134,587	397,636	6,241,491

(1) Includes the outstanding RSUs that were granted in 2021 and 2020 that will vest in two remaining equal installments on 4/30/2023 and 4/30/2024. The RSUs granted in 2022 will vest on 4/30/2025. The RSUs will be settled in CNH Industrial common stock.

(2) The amounts shown represent the number of RSUs that have not vested multiplied by the FMV/unit of as of 12/31/2022.

(3) The outstanding PSUs that were granted in 2021 and 2020 vest on 02/28/2024, subject to the final determination of the three-year performance. The number of PSUs for those grants represents the expected performance payout based on achievement through 12/31/2022, which is at maximum, 200% of target. The PSUs granted in 2022 vest on 02/28/2025, subject to the final determination of the three-year performance, and the number of PSUs represents maximum payout as expected payout is over target. The share units will be settled in CNH Industrial common stock.

(4) The amount shown represents the number of PSUs that have not vested multiplied by the FMV/unit of as of 12/31/2022.

Stock Awards Vested at Fiscal 2022 Year-End

The following table shows the equity awards that vested during 2022 for the CEO. No vesting of awards occurred for the other NEOs in 2022.

NEO & Position	Vesting Date	Number of Shares Acquired on Vesting (#)(1)	Value Realized on Vesting ($)(2)
Scott W. Wine	4/30/2022	289,119	$4,157,531
(1) The amount reflects the vesting of the first of three annual installments of the 2021-2023 LTI RSU award.
(2) FMV at date of vesting was $14.38/share.

Pension Benefits

Mr. Neilson, who is located in the U.K., is the only NEO who participates in a qualified defined benefit pension plan that provides a benefit based on an individual’s service and salary. Mr. Neilson participates in the CNH Pension Scheme (the “Scheme”) which all

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salaried U.K. employees hired prior to December 31, 2002 participate in. The Scheme was closed to future service accruals from January 31, 2020.

The following table shows the present value of accumulated benefit using assumptions consistent with the Company’s financial disclosure on the Scheme.

NEO & Position	Plan Nam	Number of Years of Credited Service(1)	Present Value of Accumulated Benefit(2)	Payments During Last Fiscal Year
Derek Neilson President, Agriculture	CNH Pension Scheme	22.8	£883,299	£ 0

(1) The years of credited service ended January 31, 2020 when the plan was discontinued for additional service.

(2) The present value of the accumulated benefit fluctuates year-over year for market conditions impacting the financial assumptions used, primarily the discount rate. The actual benefit is adjusted annually for inflation.

Plan Features of the Scheme	Definition/Description
Form of Benefit	Lifetime benefit begins at retirement based on individual’s service and salary. Members have the option to exchange up to 25% of their pension for a tax-free cash lump sum.
Pensionable Service	Mr. Neilson is entitled to senior staff benefits under the Scheme and as such received pensionable service credit based on his actual service (“Pensionable Service”).
Pensionable Pay	Final pensionable pay varies by service period, but Mr. Neilson is subject to capped pensionable pay levels.
Accrual Rates	For service up to March 31, 2012, the accrual rate is 1/55th of final pensionable pay for each complete year of service. The accrual rate applied for service from April 1, 2012 is 1/80th
Normal Retirement Date	The earliest date for an unreduced benefit is age 65.
Revaluation Prior to Retirement	Pensions earned in respect of Pensionable Service on or before April 5, 2009 will be revalued each year in line with the Retail Price Index (“RPI”), up to a maximum of 5.0% a year.
	Pensions earned in respect of Pensionable Service on or after April 6, 2009 will be revalued each year in line with the annual increase in the Consumer Prices Index (“CPI”), up to a maximum of 2.5% each year.
Increases in Payment	Pensions earned in respect of Pensionable Service completed before April 6, 1997 are not guaranteed to increase in payment, but they are reviewed annually by the Company and are increased at its discretion when financial resources permit.
	Pensions earned in respect of Pensionable Service completed between April 6, 1997 and April 5, 2005 will be increased automatically each year in line with the CPI, up to a maximum of 5% a year.
	Pensions earned in respect of Pensionable Service on or after April 6, 2005 will be increased automatically each year in line with the annual increase in the Consumer Prices Index (“CPI”), up to a maximum of 2.5% each year.

Defined Contribution Benefits

Each of the NEOs participates in a Company-sponsored defined contribution plan available to salaried employees in their country of employment. All such defined contribution plans are tax-qualified plans. The U.S. based NEOs, Messrs. Wine and Barr also participate in a nonqualified deferred compensation plan for limits over the tax-qualified plans, as described in the “Nonqualified Deferred Compensation” section. Mr. Neilson receives supplemental contributions over the tax-qualified limits which are paid to him directly for his own personal retirement savings.

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The following table provides an overview of certain provisions of the defined contribution plans of the NEOs:

NEO & Position	Plan	Employee Contributions	Employer Matching Contributions	Supplemental Contributions
Scott W. Wine CEO	CNH Industrial U.S. Retirement Savings / CNH Industrial Deferred Compensation Plan	Up to 10% of base salary to receive maximum Company match In 2022, 20% deferral elected	Maximum 12% of base salary	401(k) elections continue over the qualified plan limits See Deferred Compensation Section
Oddone Incisa CFO & President, Financial Services	FIPDAF (Fondo Integrativo Previdenza Dirigenti Aziende Fiat) Termination Indemnity or TFR (Trattamento di Fine Rapporto) fund accumulates as earned Both per Italy Contract	3.5% None	5.0% on uncapped earnings 7.41% (1/13.5th of salary) on regular, repetitive nature pay	None None
Derek Neilson President, Agriculture	CNH Industrial Group Personal Pension Plan (the GPP)	None	£ 19,666 per U.K. fiscal year, tax protected, per 2012 agreement revalued each April for RPI	£ 27,306 per U.K. fiscal year, not tax protected; per 2020 pension subsidy agreement revalued each April based on U.K. Pension Earnings Cap
Stefano Pampalone President, Construction	LPP (2nd Pillar) pension	5% of base + bonus (capped beginning 2022);	21.5% combined employer and employee contributions up to max insured salary per Swiss law, 2022: CHF 860’400 (base + bonus)	None
Kevin Barr CHRO	CNH Industrial U.S. Retirement Savings / CNH Industrial Deferred Compensation Plan	Up to 10% of base to receive maximum Company match In 2022, 10% deferral elected	Maximum 12% of base salary	401(k) elections continue over the qualified plan limits See Deferred Compensation Section

Nonqualified Deferred Compensation Plan Benefits

In the U.S., CNH Industrial offers the Case New Holland Industrial Inc. 2005 Deferred Compensation Plan (the “CNH Industrial Deferred Compensation Plan”) to certain U.S. salaried employees, including U.S. based NEOs, to provide longer-term savings opportunities on a tax-efficient basis for retirement and future income needs. Similar deferred compensation benefits are commonly offered by U.S. companies with which we compete for talent. Messrs. Wine and Barr participate in the CNH Industrial Deferred Compensation Plan.

Key Features of the CNH Industrial Deferred Compensation Plan

Contributions

Eligible participants may elect annually to tax defer up to 90% of their salary and eligible bonus and also elect supplemental contributions over the qualified limits under the CNH Industrial U.S. Retirement Plan (a 401(k) plan).

There are two types of supplemental contributions under the CNH Industrial Deferred Compensation Plan:

•Elective Deferrals, also called Excess 401(k) Contributions (made by employees)

•Employer Matching Contributions (Company matching contributions on Excess 401(k) contributions)

Elective Deferrals: Once the participant has reached the elective deferral limit in the CNH Industrial U.S. Retirement Savings Plan, supplemental tax-deferred contributions (Excess 401(k) Contributions) are credited to their CNH Industrial Deferred Compensation Plan account for the remainder of the year.

Employer Matching Contributions: Supplemental Employer Matching Contributions are made based on Excess 401(k) Contributions. The participant must complete a year of eligibility service to begin receiving matching contributions. The Company matches 200% of the first 2% of eligible pay and then 100% of the next 8% of pay that is contributed to the 401(k) plan and the CNH Industrial Deferred Compensation Plan, for a maximum match of 12% of eligible pay.

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The first-year eligibility for Company matching contributions was waived for Mr. Wine, as part of his CEO employment agreement. The amounts were credited to Mr. Wine’s CNH Industrial Deferred Compensation Plan account at the end of 2021. No exceptions were made for Mr. Barr or other NEOs in the CNH Industrial Deferred Compensation Plan.

The U.S. based NEO’s 2022 deferral elections are noted in the footnotes to the Nonqualified Deferred Compensation table.

Earnings

CNH Industrial Deferred Compensation Plan accounts are credited with a rate of return based on the effective annual yield of 130% of Moody’s Corporate Bond Index on all participant and company matching contributions. The earnings are also on a tax-deferred basis, thus maximizing the combined benefit of pre-tax deferrals and tax-deferred growth.

Because this rate of return was above the U.S. applicable federal rate (“AFR”) each year, earnings in excess of the AFR are included on the Summary Compensation Table.

Vesting

•Participant deferrals and related earnings are 100% vested.

•Employer Matching Contributions vest after three years of continued service.

Forms of Payment

The CNH Industrial Deferred Compensation Plan provides flexible payment options for participants who remain employed as of a specific date (a “scheduled distribution”) and/or after the participant retires or otherwise terminates their employment with the Company.

Retirement Accounts: Can be elected to be paid in a lump sum (after six months of termination for key employees such as the NEOs) or in annual installments over a period of up to 10 years.

•If installments are elected, that election will apply if the participant at the time of termination of employment reaches age 62 or reaches age 55 with 10 years of credited service.

•If the participant is not retirement eligible at the time of termination of employment with the company, accounts will be paid in a lump sum.

•If the participant becomes disabled while employed, accounts are treated as retirement payments, regardless of reaching retirement eligibility.

Scheduled Distributions: Can be paid in a lump sum or annual installments up to five years.

•The payment commencement year must be at least five years after the plan year when the schedule is established.

•All scheduled distribution subaccounts that commence in a year after the participant’s termination of employment will be paid according to the participant’s retirement election for that plan year.

Fiscal 2022 Nonqualified Deferred Compensation Table

NEO & Position	Plan	Executive Contributions in Last FY (1)	Registrant Contributions in Last FY (2)	Aggregate Earnings in Last FY (3)	Aggregate Withdrawals /Distributions in Last FY (3)	Aggregate Balance at Last FYE (4)
Scott W. Wine CEO	CNH Industrial Deferred Compensation Plan	3,713,846	188,308	224,450	—	5,382,469
Kevin Barr CHRO	CNH Industrial Deferred Compensation Plan	279,500	35,269	23,661	—	613,208

(1)The amounts in this column represent employee compensation deferrals that are included in the Fiscal 2022 Summary Compensation Table under the “Salary” and “Non- Equity Incentive Plan Compensation” columns. Mr. Wine deferred 20% of his salary in excess of tax-qualified 401(k) plan limits and additional 50% of salary and bonus, while Mr. Barr deferred 10% of his salary in excess of tax-qualified 401(k) plan limits and an additional 70% of his salary to the extent possible after covering FICA taxes and employee benefit contributions.

(2)The amounts in this column represent the Company’s matching contributions during the fiscal year and are included in the Fiscal 2022 Summary Compensation Table under the “All Other Compensation” column, which also includes the Company matching contributions on deferrals under the tax-qualified 401(k) plan.

(3)The account balances earn 130% of the Moody’s Bond Index. The annual rates of return by quarter in fiscal 2022 are shown in the following table.

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2022 Quarters	130% of Moody’s Bond Rate
Qtr 1	3.861%
Qtr 2	5.044%
Qtr 3	6.125%
Qtr 4	6.708%

(4)Of the aggregate balance, the amounts that were reported as compensation in the Summary Compensation Table in 2021, the first year of participation for Messrs. Wine and Barr, were $1,233,127 and $ 271,674, respectively.

Fiscal 2022 Potential Payments Upon Termination or Change in Control

Potential Payments upon Change in Control

The CNH Industrial N.V. Equity Incentive Plan (the “EIP”) includes change in control provisions that apply to participants’ outstanding equity awards and are intended to facilitate continuity of management in the event of a change in control (as defined in the EIP) (“CIC”).

The Committee believes the EIP’s CIC provisions:

–Encourage executives to act in the best interest of shareholders when evaluating transactions that, without a CIC arrangement, could be personally detrimental;

–Keep executives focused on running the business in the face of definitive, contemplated or rumored transactions;

–Protect CNH Industrial’s value by retaining key talent despite potential corporate changes;

–Protect CNH Industrial’s value after a CIC by including restrictive covenants (such as non-compete provisions) and a general release of claims in favor of CNH Industrial; and

–Help CNH Industrial remain competitive in its ability to attract and retain skilled executives.

Other Potential Payments Upon Other Qualifying Terminations

In addition, the NEOs and other Senior Leadership Team members have qualifying termination terms and conditions which include other qualifying terminations.

No severance payments were made to Executive or Non-Executive Directors.

Fiscal 2022 Potential Payments upon Termination Table (USD)

Payments in connection with a CIC or other qualifying termination are shown in the following table and described by each NEO below:

NEO & Position	CIC Provision	Salary(1)	Bonus	LTI	Welfare benefits	Total
Scott W. Wine CEO	Change in Control with Qualifying Termination	1,700,000	3,330,000	62,931,469	22,209	67,983,678
	Qualifying Termination - Other than Change in Control	1,700,000	3,330,000	62,276,770	22,209	67,328,979
Oddone Incisa CFO & President, Financial Services	Change in Control with Qualifying Termination	3,987,356	—	13,292,158	—	17,279,514
	Qualifying Termination - Other than Change in Control	3,987,356	—	—	—	3,987,356
Derek Neilson President, Agriculture	Change in Control with Qualifying Termination	1,130,421	—	12,980,966		14,111,387
	Qualifying Termination - Other than Change in Control	1,130,421	—	—	—	1,130,421

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NEO & Position	CIC Provision	Salary(1)	Bonus	LTI	Welfare benefits	Total
Stefano Pampalone President, Construction	Change in Control with Qualifying Termination	767,247	—	5,765,728	—	6,532,975
	Qualifying Termination - Other than Change in Control	767,247	—	—	—	767,247
Kevin Barr CHRO	Change in Control with Qualifying Termination	1,000,000	—	4,255,332	33,834	5,289,166
	Qualifying Termination - Other than Change in Control	1,000,000	—	—	33,834	1,033,834

(1) For Messrs. Incisa, Neilson, and Pampalone, their local currency potential payments for termination were converted to U.S. dollars using the December 31 year end exchange rate, as shown in the table below:

NEO	Local Currency	2022 year end
Incisa	EUR	1.0666
Neilson	GBP	1.2026
Pampalone	CHF	1.0832

CIC and a Qualifying Termination

In the event of a CIC and a Qualifying Termination within 24 months following the CIC, all terms and conditions of the outstanding equity awards shall be deemed met on RSUs and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met on PSUs; and all RSUs and PSUs shall be paid out as promptly as practicable (but in no event later than 60 days following the termination event). If the awards are not assumed as part of a CIC, awards vest prior to the CIC. All performance criteria shall be deemed achieved at target levels and all other terms and conditions shall be considered met on PSUs.

Termination Provisions by NEO

Scott W. Wine

Per the employment agreement between Mr. Wine and CNH America LLC, effective January 4, 2021, a Qualifying Termination other than a change in control is defined as a termination of Executive's service as an employee of the Company and all CNH Industrial Group entities due to (A) a termination by the Company other than Cause, (B) the Executive's resignation with Good Reason, (C) the Executive's death, or (D) the Executive's Disability. Good Reason is without the Executive's consent a material diminution of salary, target bonus, and/or duties, responsibilities, and authority or a material breach of the employment agreement by the Company occurred, which the Executive gave the Company notice of termination within 90 days of the event constituting Good Reason and the Company did not cure such event within 30 days of the Executive's notice.

Under a Qualifying Termination, Mr. Wine would be entitled to the following:

•Cash severance equal to one (1) times the Executive’s annual base salary (gross), in accordance with DCGC for Executive Directors,

•Any unpaid Sign-On Cash Long-Term Award (shown in the Bonus column in the table),

•A portion of the outstanding equity awards will continue to vest based on the time employed during the vesting period and subject to the performance terms and conditions; provided, however, that with respect to the Initial RSU Award, no less than two-thirds of the Initial RSU Award (taking into account any portion of such award settled prior to the date of the Qualifying Termination) will continue to vest, and

•Company provided health care benefits and life, accidental death and dismemberment, and disability insurances continue for the duration of the severance period unless electing a lump sum payment.

Oddone Incisa

Under the statutory requirements of the Italy Contract, upon an involuntary termination without cause, Mr. Incisa would be entitled to 12 months of eligible pay for the notice period, plus 22 months of additional indemnity based on his service, age and having dependents. Eligible pay is defined based on annual base salary plus the average of last three years’ cash bonus plus any taxable car benefit value.

In the case of any other termination, Mr. Incisa would be entitled to the following:

•Termination with cause: no payment

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•Resignation: no payment

•Retirement: 22 months of eligible pay

•Death due to illness: 12 months of eligible pay

Derek Neilson

Upon an involuntary termination without cause, Mr. Neilson is entitled to certain benefits, as provided in the employment agreement between Mr. Neilson and CNH Industrial, effective March 22, 2019. Mr. Neilson will be entitled to receive cash severance equal to two times his annual base salary (gross), less any statutory and/or contractual severance payments, garden leave payment and/or pay in lieu of notice payments, except in the event that Mr. Neilson elects the Separation Payment with Early Retirement Pension as defined in the December 14, 2006 Enabling Agreement between CNH UK Limited and the Transport and General Workers’ Union (the “TGWU”).

A qualifying termination is defined as a termination by the Company of Mr. Neilson's service as an employee of the Company and all of its affiliates during Mr. Neilson’s service on the Senior Leadership Team for any reason other than: (i) Mr. Neilson’s death; (ii) Mr. Neilson’s disability (as defined in the employment agreement); (iii) Mr. Neilson's resignation or retirement (other than with good reason within 24 months after a change of control, in each case as defined in the employment agreement); or (iv) for cause (as defined in the employment agreement).

Stefano Pampalone

Under the Swiss Salaried separation policy, upon an involuntary termination without cause, Mr. Pampalone would be entitled to 12 months of base pay for severance, three months' base pay for the notice period and two months' base pay for a seniority separation indemnity, for a total of 17 months' base pay. In the case of any other termination, Mr. Pampalone would be entitled to the following:

•Termination with cause: no payment

•Resignation: no payment

•Retirement or Death: two months seniority separation

•Disability: the Company may terminate employment after six months' absence and three months’ notice period and two months seniority separation is payable.

Kevin Barr

Upon an involuntary termination without cause, Mr. Barr is entitled to certain benefits, as provided in the employment agreement between Mr. Barr and CNH America LLC, effective April 1, 2021. Mr. Barr will be entitled to receive cash severance equal to two times his annual base salary (gross). The Company-provided health care benefits and life, accidental death and dismemberment, and disability insurances continue for the duration of the severance period unless electing a lump sum payment.

A Qualifying Termination is defined as a termination by the Company of Mr. Barr's service as an employee of the Company and all of its affiliates during Mr. Barr's service on the Senior Leadership Team for any reason other than: (i) Mr. Barr’s death; (ii) Mr. Barr’s disability (as defined in the employment agreement); (iii) Mr. Barr’s resignation or retirement (other than with good reason within 24 months after a change of control, in each case as defined in the employment agreement); or (iv) for Cause (as defined in the employment agreement).

Fiscal 2022 Pay Versus Performance (“PvP”)

A key principle of the Company’s compensation philosophy, incorporated throughout our compensation policies and programs, is pay for performance. CNH Industrial leverages variable pay elements tied to challenging Company goals that are aligned to the business strategy, while ensuring no adverse risk taking by offering appropriate and competitive fixed pay elements. The following tables, supporting footnotes and narrative and graphic disclosure aim to demonstrate the link between compensation actually paid, per the SEC definition, for our NEOs to the Company’s performance, both in absolute terms and as compared to the market for the fiscal years 2022, 2021 and 2020.

Specifically, this PvP section discusses the relationship between:

•“Compensation actually paid” (“CAP”) by the Company and the total compensation as disclosed in the Summary Compensation Table (“SCT”);

•CAP and the Company’s financial performance (TSR, GAAP Net Income, Adjusted Diluted EPS and Consolidated Revenues); and

•The Company’s TSR and peer group TSR.

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Year	SCT Total for PEO 1 $(1)	CAP to PEO 1 $(1)	SCT Total for PEO 2 $(2)	CAP to PEO 2 $(2)	SCT Total for PEO 3 $(3)	CAP to PEO 3 $ (3)	Average SCT Total for non-PEO NEOs $(4)	Average CAP to non-PEO NEOs $(4)	Value of Initial Fixed $100 Invest based on:		Net Income $B(7)	Company Selected Measure: Adjusted Diluted EPS $(8)	Company Selected Measure: Consolidated Revenues $(9)
									CNHI TSR (5)	Peer Group TSR(6)
2022	n/a	n/a	n/a	n/a	22,915,662	24,697,237	3,298,580	3,502,374	173	121	2,039	1.46	23,511
2021	n/a	n/a	n/a	n/a	44,804,287	108,388,604	2,782,334	11,403,669	178	130	1,801	1.28	19,496
2020	2,031,133	447,010	3,149,194	3,149,194	n/a	n/a	8,291,838	9,092,540	117	109	(198)	0.42	14,799

(1)These columns reflect the SCT and CAP for Hubertus Mühlhäuser, CEO until his departure on March 22, 2020.

(2)These columns reflect the SCT and CAP for Suzanne Heywood’s Acting CEO role in 2020 who assumed the role upon the departure of Hubertus Mühlhäuser.

(3)These columns reflect the SCT and CAP for our CEO, Scott W. Wine, who served as our Principle Executive Officer (PEO) in 2021 and 2022.

(4)These columns reflect the average SCT and CAP for Messrs. Incisa, Neilson, Pampalone and Barr for each respective year of 2022, 2021, and 2020.

(5)CNH Industrial TSR is indexed from 2019, source S&P Capital IQ.

6)The Peer Group used for TSR comparisons reflects S&P 500 Industrial Index indexed from 2019, source S&P Capital IQ.

(7)Net Income per U.S. GAAP is a required metric for the PvP Table but is not currently used in our variable incentive plans as a performance measure.

(8)Adjusted Diluted EPS, a company selected metric, is a key metric in the LTI Plan and for investor guidance. This measure is a non-GAAP measure, and the reconciliation can be found on page 91.

(9)Consolidated Revenues is a key supplementary Company selected metric used, which is used in the CBP and for investor guidance. It represents the Consolidated Revenues for continuing operations in each year to show a comparable trend.

To calculate CAP for our PEOs and other NEOs the following adjustments were made to SCT total pay:

Adjustments	CEO serving as PEO				Other NEO Average
	2022	2021	2020 (PEO 1)	2020 (PEO 2)	2022	2021	2020
Summary Compensation Table Total	22,915,662	44,804,287	2,031,133	3,149,194	3,298,580	2,782,334	8,291,838
Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	11,511,892	36,090,720			1,662,284	845,321	7,047,435
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding	17,710,807	99,675,037			2,402,570	1,454,332	6,412,380
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY							1,615,486
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding	(8,574,871)				(536,492)	7,287,773	(123,259)
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY	4,157,531		(375,222)			724,552
Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions			1,208,900
Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table							58,426
Addition for the Service Cost attributable to services rendered during the FY							1,957

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Adjustments	CEO serving as PEO				Other NEO Average
	2022	2021	2020 (PEO 1)	2020 (PEO 2)	2022	2021	2020
Compensation Actually Paid	24,697,237	108,388,604	447,010	3,149,194	3,502,374	11,403,669	9,092,540
Memo: Total Equity Value under CAP	13,293,467	99,675,037	(1,584,122)	—	1,866,078	9,466,657	7,904,607

CAP equity valuations are calculated on a basis consistent with grant date fair valuations, with assumptions updated to reflect the respective measurement dates. The following tables summarizes the assumptions used for each fiscal year end valuation:

Performance Stock Units

Measurement Year	2022	2021	2020
Performance Factor	1.5 x for 2022-2024 2.0x for 2021-2023 PSU	2.0x for 2021-2023 PSU	1.0x for 2021-2023 PSU
Dividend Yield	$0.30	$0.13	$—
Stock Price	$16.06	$19.43	$12.84
Fair Values
2021-2023 PSU	$15.76	$18.83	$12.11
2021-2024 PSU	$15.48	N/A	N/A

Restricted Stock Units

Measurement Year	2022	2021	2020
Dividend Yield	$0.30	$0.13	$—
Stock Price	$16.06	$19.43	$12.84
Fair Values
2021-2023 RSU – Tranche 1	N/A	$19.13	$12.71
2021-2023 RSU – Tranche 2	$15.76	$18.83	$12.11
2021-2023 RSU – Tranche 3	$15.48	$18.53	$11.81
2022-2024 RSU – Cliff Vest	$15.21	N/A	N/A

Compensation Actually Paid Versus Company Performance

CNH Industrials’ compensation framework emphasizes pay for performance, as evidenced in only 10% of the CEO’s target direct compensation being fixed in the form of base salary. Given Mr. Wine’s appointment as CEO in 2021, both the Summary Compensation Table pay and Compensation Actually paid figures comprise multiple elements of equity compensation, namely:

•A 2021 equity grant, comprising PSUs (75%) and RSUs (25%) was awarded at three-times the target annual value. As explained in the “New Hire Awards” section on page 63 these awards served multiple purposes including buying out Mr. Wine’s forfeited awards on joining CNH Industrial, providing an initial equity grant as part of the 2021-2023 performance cycle, and lastly a one-time inducement for joining through performance-based PSUs. The three-times multiple was the framework approved by shareholders for Executive Directors and consistent with the awards to other NEOs as part of our transition to an annual equity grant framework in response to feedback from our shareholders.

•A 2022 equity grant with a target grant value of $12M, consistent with the annual target package approved by the HCC Committee on Mr. Wine’s appointment and fixed for five years, again delivered in a combination of PSUs (75%) and RSUs (25%).

These awards are subject to vesting periods and the only realized value so far from these awards is from the first tranche of the 2021-2023 RSUs that vested in 2022 and must be held by the CEO until January 4, 2026.

•The remaining RSUs granted in 2021 and 2022 will vest in 2023 and 2024 for the 2021 grant and in 2025 for the 2022 grant and will remain subject to a holding period for a further two years into 2026 and 2027. During this time, they remain subject to stock price exposure, maximizing alignment with shareholder interests.

•The PSUs granted in 2021 and 2022 will not vest until 2024 and 2025 respectively and are subject to quantifiable, objective performance conditions based on cumulative Adjusted EPS, Average Industrial ROIC and relative TSR. Following vesting,

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these shares will also remain subject to a two-year holding period. During these time horizons, the underlying awards will remain at-risk dependent on our performance, with the potential payout ranging from 0% - 200% of target, as well as being exposed to our stock price performance.

The table above calculates CAP in accordance with the required methodology, meaning that these outstanding awards have been valued prior to vesting based on fair values. The fair values take into account our performance to date, both in terms of stock price appreciation between the date of grant and our fiscal year ends and our projected payout factors relative to the performance measures applicable to the 2021 and 2022 PSUs. As a result of our performance in the first two years of Mr. Wine’s tenure as CEO, the values on this basis have increased materially since the date of grant. The equity value included in the CAP calculation reflects our FMV/unit appreciation of 31% and 12% since the date of grant in 2021 and 2022, respectively, the 2021 PSUs projecting a payout factor of 200% of target after two of the three years in the performance period having elapsed, and the 2022 PSUs projecting a payout factor of 150% of target after one of the three years in the performance period having elapsed.

The charts below illustrate the component factors that result in the differences between the grant date fair values and the measurement date fair values as included in our 2021 and 2022 CAP calculations for our CEO serving as PEO in those years.

Compensation Actually Paid Versus Company Performance

The charts below illustrate the component factors that result in the differences between the grant date fair values and the measurement date fair values as included in our CAP calculations.

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PEO and Average NEO CAP versus TSR 2020-2022. The Company outperforms the peer in TSR.

As shown below, CNH Industrial’s stock performance has outperformed the peer group. This material increase during 2021 is a contributing factor to the increase in CAP during the same period relative to the grant date fair value included in SCT pay. The following charts show the TSR trend versus the PEO’s SCT compensation and CAP and other NEO's SCT compensation and CAP, respectively.

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PEO and Average NEO CAP versus U.S. GAAP Net Income

The chart below shows the relationship between CAP and U.S. GAAP Net Income. The Company does not use U.S. GAAP Net Income in our compensation program; however, significant improvement in Net Income from 2020 contributed to stock price, and shareholder value and impacted long term incentive valuation.

PEO and Average NEO CAP vs Adjusted Diluted EPS 2020-2022

The chart below shows the relationship between CAP and our company selected measure of Adjusted Diluted EPS, which features in our PSU performance measures for 2021 and 2022. There was a significant increase in Adjusted Diluted EPS during 2021, and a further increase in 2022 which contributed to the assessment of mid-cycle PSU payout factors in establishing the fiscal year end fair values for outstanding awards.

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PEO and average NEO CAP versus Consolidated Revenues

The chart below shows the relationship between CAP and our supplementary performance measure of Consolidated Revenues. While this is not an explicit performance measure used to determine the vesting of PSUs, we believe it is an important driver of stock price performance and accordingly it will influence the value of outstanding equity awards.

Tabular List of Company Performance Measures

The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during 2022.

(1) Adjusted Diluted EPS ($)

(2) Cash Conversion

(3) CNH Industrial TSR

(4) Consolidated Adjusted EBIT Margin (%)

(5) Consolidated Revenues ($)

(6) Industrial Return on Invested Capital (“Industrial ROIC %)

All of the identified financial measures are listed. Further details on these measures and how they feature in our compensation plans can be found in our Compensation Discussion & Analysis.

Fiscal 2022 Pay Ratio

As required by and pursuant to SEC 17 C.F.R. § 229.402, the Company’s median employee total compensation as compared to Scott W. Wine, CEO, for 2022 has been calculated.

•The annual total compensation for our median employee was $ 47,208.

•The annual total compensation of our CEO as reported in the Summary Compensation Table was $ 22,915,662.

•The ratio of Mr. Wine’s total compensation to our median employee’s total compensation for fiscal year 2022 was approximately 485 to 1.

Our median employee was identified using the following methodology:

•We chose November 30, 2022 as the date to determine median employee

•We included all full-time, part-time, temporary, and seasonal employees globally (excluding the CEO) for a total of 39,883 employees, 26.2% being located in the USA and 73.8% outside the USA

•The Company did not exclude any employees when determining our employee population.

•We used annualized base pay as our consistently applied compensation measure to identify the median employee.

The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC 17 C.F.R. § 229.402 based on the methodologies and assumptions described above.

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Compensation of Directors

The Board of Directors consists of a one-tier structure including Executive Directors (the Chair and the CEO roles) with managerial roles and Non-Executive board members with supervisory roles. The Board as a whole has collective responsibility for the strategy of the Company and is currently composed of nine Directors. The Board of Directors of the Company appointed the following internal committees: (i) an Audit Committee, (ii) an Environmental, Social and Governance Committee, and (iii) an HCC Committee. The Board also appointed Mr. Léo W. Houle Senior Non-Executive Director.

The CEO is also the primary NEO in this report whose compensation is disclosed in detail in the CD&A and corresponding compensation tables section. The Chair’s compensation is disclosed in this section with the Non-Executive Directors, although her compensation is structured differently, as indicated below.

We have structured the compensation of our Non-Executive Directors with the following objectives in mind:

•Offer competitive compensation to attract and retain highly qualified leaders to guide and govern a large, global, complex organization;

•Recognize the substantial investment of time and expertise necessary for the directors to discharge their duties;

•Ensure that compensation is easy to understand and is regarded positively by our shareholders and employees; and

•Comply with Dutch corporate governance best practices and comply with Dutch and U.S. SEC regulations.

The compensation of our Non-Executive Directors is fixed and not dependent on the Company’s financial results, in accordance with DCGC which sets governance practices and expectations for companies incorporated in the Netherlands. Accordingly, they receive their annual retainer fee, committee membership, and committee chair fee payments (collectively, “Fees”) entirely in cash. Non-Executive Directors do not receive benefits upon termination of their service as directors, nor any other benefit, perquisites. No meeting fees are paid, but we do reimburse directors for expenses related to meeting attendance. For some countries, Non-Executive Directors and the Company are subject to social contributions on the fees earned.

Compensation is reviewed annually for the Chair and Non-Executive Directors by the HCC Committee.

Compensation for Non-Executive Directors

The compensation of Non-Executive Directors is governed by the CNH Industrial N.V. Directors’ Compensation Plan within the scope of the CNH Industrial N.V. Remuneration Policy. The following chart describes amounts we pay to Non-Executive Directors:

Non-Executive Director Compensation	Total
Annual cash retainer	$125,000
Additional retainer for Audit Committee member	$25,000
Additional retainer for Audit Committee Chair	$35,000
Additional retainer for member of other Board committees	$20,000
Additional retainer for Chair of other Board committees	$25,000

In 2019, upon the recommendation of the HCC Committee, the Board resolved to implement share ownership guidelines for the Non-Executive Directors. Applicable to Non-Executive Directors appointed or reappointed in April 2019 or thereafter, Non-Executive Directors are required to own Company shares in an aggregate amount of not less than 1x their annual retainer fee, which is $125,000, within 24 months of first appointment to the Board. The Non-Executive Directors are expected to hold Company shares as a long-term investment and, as such, are expected to hold their Company shares while on the Board and for an additional three months after their Board service terminates. All of the Non-Executive Directors have currently met the guideline except for the newly appointed Directors, Messes. Bastioli and Ms. Tamsons who have until December 23, 2023 to meet the guideline.

Compensation for the Chair

The Chair role, held by Suzanne Heywood, is an Executive Director managerial board role, whose compensation differs from the Non-Executive supervisory board members. The Chair is not a NEO and therefore her compensation is not included in the CD&A section of this report.

The following table summarizes the fundamental purpose and features of the Chair’s compensation elements for 2022:

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Element and Purpose	Chair	Key Features
Base Salary Provide competitive salary; provide sufficient fixed pay to discourage inappropriate risk-taking		•Fixed cash compensation •Target at median reference for relevant benchmark for Chair only role •Set taking into account role scope, market data, and an individual’s skills and prior experience •Base salary for fiscal 2022 was set at $500,000 (fixed)
Long-term Equity Incentives (LTI) Encourage achievement of long-term strategic objectives; encourage share ownership and retention; motivate sustainable value creation; align Chair’s interests with those of shareholders		•At-risk variable equity compensation •Target awards combine PSUs (75%) and RSUs (25%) •PSUs earned based on achieving quantifiable performance objectives, with the maximum number of shares that can be earned capped at 200% of target •Chair awards subject to a five-year holding period from the date of grant •Subject to the Recoupment Policy (clawback) •Prorated equity award vesting in the event of death, disability, or involuntary termination by the Company (not for cause). •The target equity grant value for fiscal 2022 was $1,500,000 •The associated maximum equity value, before share price movements are taken into account is $2,625,000 (assumes 75% of the award is earned at 200% of target and 25% of the award is earned at 100% of target)
Post-employment Benefits Provide future income security		•Retirement savings benefits comparable to UK-based salaried employees •No cash severance benefit
Other Benefits Attract and retain well-qualified executives		•Select U.K. Executive benefits including life, accident, and disability insurance. •Limited personal usage of car service for security
Share ownership guidelines Align Chair’s interests with those of shareholders		•Acquisition and holding of CNHI common shares with a value of five-times base salary within five years of appointment to the Board. •Requirement already met

Equity Awards

The Chair participates in the same CNH Industrial LTI programs as the NEOs and select key leaders of the Company which are described in the CD&A section of this report. The following series of tables show the activity of the Chair’s LTI awards for the fiscal year 2022.

Grants of Plan Based Awards (for fiscal year ending 12/31/2022)		Estimated Future Payouts Under Equity Incentive Plan Share Unit Awards(1)			All Other Share Unit Awards (#)(2)	Grant Date Fair Value of Share Units ($)(3)
	Grant Date	Threshold (#)	Target (#)	Maximum (#)
Suzanne Heywood, Chair	5/20/2022	39,150	78,300	156,600	26,100	$1,439,676
(1) The PSUs cover the performance period January 1, 2022 through December 31, 2024 and vest in February 2025 subject to the achievement of predetermined metrics and goals. The metrics and goals are disclosed in the CD&A LTI section. (2) The RSUs vest in full on 4/30/2025. (3) The RSUs were granted at a FMV of $13.58/share or $354,438, and the PSUs were granted at a FMV of $13.86/share or $1,085,238

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Outstanding Equity Awards at Fiscal Year End (12/31/2022)
	Stock award grant date	Number of Shares Units of Stock that Have Not Vested (#)	Market Value of Shares Units of Stock that Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares Units that Have Not Vested (#)(2)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units that Have Not Vested ($)(1)(2)
Suzanne Heywood, Chair	12/3/2020	78,781	$1,230,629	709,032	$11,176,241
	5/20/2022	26,100	$396,892	156,600	$2,424,027

(1) The December 31, 2022 FMV/unit is the year end share price, $16.06, less the present value of dividends which varies by award. Unvested awards do not receive dividend equivalents.

(2) The performance assumption for the PSUs is maximum payout or 200% of target.

In the event of a qualifying termination, including involuntary termination not for cause, death, or disability, the Chair would be entitled to prorated vesting of the outstanding awards and subject to performance vesting conditions. The value of the potential payout of the outstanding awards as of December 31, 2022 upon the qualifying termination would be $8.5 million.

In the event of a CIC and a qualifying termination, all of the outstanding awards at target would vest. The value of the potential payout as of December 31, 2022 under this scenario would be $8.4 million.

Stock Awards Vested (during fiscal year 12/31/2022)
	Vesting Date	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Suzanne Heywood, Chair	4/30/2022	39,391	$566,443
(1) FMV at date of vesting was $14.38/share.

Directors’ Compensation Table:

The following table summarizes remuneration paid or awarded (in USD) to CNH Industrial N.V. non-NEO Directors for the years ended December 31, 2022 and 2021:

Name	Position	Year	Fees Earned or Paid in Cash (1)	Stock Awards(2)	All Other Compensation(3)	Total
Suzanne Heywood	Chair	2022	500,000	1,439,676	225,757	2,165,433
		2021	500,000	—	144,142	644,142
Catia Bastioli	Director	2022	128,993	—	—	128,993
Howard W. Buffett	Director	2022	165,000	—	—	165,000
		2021	128,792	—	—	128,792
Léo W. Houle	Senior Non-Executive Director	2022	170,000	—	—	170,000
		2021	132,694	—	—	132,694
John Lanaway	Director	2022	160,000	—	—	160,000
		2021	122,083	—	—	122,083
Karen Linehan	Director	2022	76,083	—	—	76,083
Alessandro Nasi	Director	2022	170,000	—	—	170,000
		2021	132,694	—	—	132,694
Vagn Sørensen	Director	2022	150,000	—	20,309	170,309
		2021	117,083	—	13,835	130,918
Åsa Tamsons	Director	2022	118,820	—	—	118,820

(1) All fees earned in fiscal year 2022 for services as a Director, including committee chairperson and member fees.

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(2) Represents the aggregate grant date fair value of PSUs and RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation and does not correspond to the actual value that will be realized by the Chair. For fiscal 2022, the grant date was May 20, 2022, and the grant price was $13.58 for the 26,100 RSUs and $13.86 for the 78,300 PSUs granted.

(3) The amounts in All Other Compensation for the Chair include the following:

Suzanne Heywood	Personal Usage of Car Service	Executive Health Assessment	Defined Contributions	National Insurance	Total
2022	32,215	9,385	19,894	164,263	225,757
2021	6,656	11,007	21,101	105,378	144,142

For the Non-Executive Directors, the amounts include Pension and Similar benefits, specifically, social security and national insurance contributions, as required in their countries.

The following table discloses the 2021 remuneration paid or awarded (in USD) of CNH Industrial Board of Directors who terminated their CNH Industrial board service in 2021:

Name	Position	Year	Fees Earned or Paid in Cash (1)	Stock Awards	Pension & Similar Benefits	Total
Tufan Erginbilgic(1)(2)	Director	2021	128,792	—	15,388	144,180
Lorenzo Simonelli(1)	Director	2021	117,083	—	—	117,083
Jacqueline Tammenoms Bakker(3)	Director	2021	46,292	—	4,003	50,295
Jacques Theurillat(3)(4)	Director	2021	44,889	—	—	44,889

(1) Mr. Erginbilgic and Mr. Simonelli resigned from the CNH Industrial Board of Directors on December 23, 2021. Their final quarterly retainer and committee fees were paid on January 10, 2022 in the amount of $41,250 and $37,500, respectively.

(2) The Company was subject to UK national insurance contributions for Mr. Erginbilgic in 2021, as shown in the table under Pension & Similar Benefits.

(3) Ms. Bakker and Mr. Theurillat were members of the Board until April 15, 2021.

(4) The Company was subject to UK national insurance contributions for Ms. Bakker in 2021, as shown in the table under Pensions & Similar Benefits.

The following table summarizes remuneration paid or awarded (in USD) to Directors of CNH Industrial N.V. for roles held in subsidiaries of CNH Industrial N.V. for the year ended December 31, 2021:

Name	Position	Year(1)	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation(2)	Total
Alessandro Nasi	Chairman Iveco Defence S.p.A.	2021	174,427	—	785	175,212

(1) In 2022, no roles in subsidiaries of CNH Industrial N.V. were held by Directors of CNH Industrial N.V.

(1) All Other includes a car allowance and contributions for healthcare insurance.

Disclosures according to Dutch Civil Code and Dutch Corporate Governance Code

Implementation of Remuneration Policy in 2022

The following table summarizes remuneration paid or awarded (in USD) for the years ended December 31, 2022 and 2021 to CNH Industrial N.V. Executive Directors (the “Summary Remuneration Table”):

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Executive Directors	Position	Year(1)	Fixed Remuneration		Variable Remuneration		Extra-ordinary Items(5)	Pension & Similar Benefits(6)	Total Remuneration	Proportion of fixed to variable remuneration(7)
			Base Salary or Fees	Fringe Benefits(2)	One-year Variable(3)	Multi-year Variable(4)
Scott W. Wine	CEO	2022	1,700,000	176,866	4,960,300	23,504,170	4,248,000	586,393	35,175,729	7%
		2021	1,700,000	167,675	5,100,000	21,476,147	1,573,133	265,743	30,282,698	7%
Suzanne Heywood	Chair	2022	500,000	46,344	—	2,765,089	—	184,157	3,495,590	22%
		2021	500,000	20,778	—	2,517,515	—	126,479	3,164,771	24%

Notes:

(1) For the CEO, the amount includes a Company leased vehicle, health care and life insurances, and personal usage of aircraft. For the Chair, the amount includes personal use of a Company-provided car service, healthcare and life insurances and executive health assessment. Typical employee benefits for healthcare and life insurance are not included in the Summary Compensation Table.

(2) The 2022 amount represents the bonus approved for the performance year and paid in 2023. See the Incentives section in the CD&A for details of the payout and in the “CEO’s 2022 Company Bonus Plan Performance Factor Calculations:” shown in the next table.

(3) The Chair does not participate in the annual cash incentive plan.

(4) The amounts represent each fiscal year’s share-based compensation (SBC) expense under applicable accounting standards relating to grants issued with a portion of the vesting period in the fiscal year. For 2022, the amount includes the 2022-2024 and the 2021-2023 LTI plans. The performance factor assumption is1.5 for the 2022-2024 LTI PSUs and 2.0 for the 2021-2023 LTI PSUs. This valuation differs from the equity value in the Summary Compensation Table under the U.S. SEC 10k regulations which applies the FMV at grant date of the awards granted during the fiscal year.

The following shows the SBC expense comparing the range of payout at target, assumed performance, and maximum:

Executive Director	Position	Year	At Target ($)	At Assumed Performance($)	At Maximum($)
Scott W. Wine	CEO	2022	14,018,559	23,504,170	24,452,627
		2021	12,998,327	21,476,147	21,476,147
Suzanne Heywood	Chair	2022	1,652,281	2,765,089	2,883,703
		2021	1,521,504	2,517,515	2,517,515

(5) The amount in 2022 represents the first of three annual installments of a cash award which will total $7.578 million. This award replaces the CEO’s forfeited long-term awards which were not covered under the CNH Industrial 2021-2023 LTI awards. The second and third installments will equal $2.355 million and $0.975 million, respectively, and are set to be paid in 2023 and 2024. The 2023 payment was made in fiscal 2023 and will be reported in the Company’s executive compensation disclosure for fiscal 2023. The amount in 2021 was a cash sign-on paid upon hiring to compensate for the forfeited 2020 bonus from the prior employer.

(6) For the CEO, the 2022 amount includes expense recorded for accruing retiree healthcare benefits and Company contributions into deferred retirement savings plans and U.S. Social Security and Medicare. For the Chair, the amount includes Company contributions for retirement savings and U.K. National Insurance. U.S. Social Security and Medicare and UK National Insurance contributions are not included in the Summary Compensation Table .

(7) The ratio is the percentage of fixed pay elements over the percentage of variable pay elements. Variable elements include variable incentives and extraordinary items.

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CEO’s 2022 Company Bonus Plan Performance Factor Calculations:

Measure(1)			Weight	Threshold	Target	Maximum	Actual	Actual vs. Target	Weighted Payout Factor
Consolidated Adjusted EBIT Margin %		a)	40%	9.60%	11.00%	13.70%	12.40%	112.70%		60.37%
		b)		$ 408,000	$1,360,000	$2,720,000	$2,052,600
Consolidated Revenues $M (@CC)		a)	20%	$20,108	$22,981	$26,428	$24,185	105.20%		26.99%
		b)		$ 204,000	$ 680,000	$1,360,000	$917,670
Cash Conversion Ratio %		a)	20%	59.50%	70.00%	105.00%	79.60%	113.70%		25.49%
		b)		$ 204,000	$ 680,000	$1,360,000	$867,670
ESG KPI's	CO2 Emissions %	a)	10%	-23.80%	-25.00%	-28.80%	-30.60%	120.00%		20.00%
		b)		$ 102,000	$ 340,000	$ 680,000	$680,000
	Accident Frequency Rate(2)	a)	10%	0.161	0.153	0.130	0.146	95.00%		13.04%
		b)		$ 102,000	$ 340,000	$ 680,000	$443,360
Total		a)	100%							145.89%
		b)		$1,020,000	$3,400,000	$6,800,000	$4,961,300
Final CBP Determination							$4,961,300			145.89%

(1) We make adjustments to U.S. GAAP financial measures for purposes of our financial performance measures to ensure the results properly reflect management contributions.

(2) Accident Frequency Rate has a declining goal value for maximum payout, so a value lower than target indicates that the achievement level exceeded target.

Year-Over-Year Remuneration

For year-over-year reference, as required by the Dutch Civil Code requirements, the following table shows the compensation change over each of the past five years (in US$ 000s):

Table - Remuneration over the last five reported financial years

Board of Directors	Position	2022 vs 2021	2021 vs 2020	2020 vs 2019	2019 vs 2018
Scott W. Wine(1)	CEO	4,893	30,283	—	—
Suzanne Heywood(2)	Acting CEO	—	(3,595)	3,595	—
Hubertus Mühlhäuser(2)	CEO	—	(2,107)	(7,335)	5,911
Richard Tobin(3)	CEO	—	—	—	(508)
Suzanne Heywood(3)(4)	Chair	331	2,747	(339)	757
Sergio Marchionne(3)	Chair	—	—	—	(2,840)
Howard W. Buffett(5)	Director	36	129	—	—
Catia Bastioli(6)	Director	129	—	—	—
Nelda Connors(5)	Director	—	—	—	—
Tufan Erginbilgic(5)(11)	Director	(144)	144	—	—
Mina Gerowin(7)	Director	—	—	(81)	(81)
Suzanne Heywood(3)	Director	—	—	—	(170)
Léo W.Houle (8)	Senior Non-Executive Director	37	48	(87)	2
Peter Kalantzis(7)	Director	—	—	(85)	(85)
John Lanaway	Director	38	47	(75)	—
Karen Linehan(6)	Director	76	—	—	—
Alessandro Nasi(9)	Director	37	48	—	85
Silke Scheiber(10)	Director	—	(84)	(98)	14
Lorenzo Simonelli(9)(11)	Director	(117)	42	—	75

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Board of Directors	Position	2022 vs 2021	2021 vs 2020	2020 vs 2019	2019 vs 2018
Vagn Sørensen(5)	Director	39	131	—	—
Guido Tabellini(7)	Director	—	—	(73)	(73)
Jacqueline Tammenoms Bakker(11)	Director	(50)	(42)	(95)	25
Åsa Tamsons(6)	Director	119	—	—	—
Jacques Theurillat(11)	Director	(45)	(37)	(97)	—

(1) In 2021, Scott W. Wine joined the Company as CEO, effective January 4, 2021 and was appointed Executive Director of the Board at the April 15, 2021 AGM. The increase in 2022 is primarily the 2022-2024 LTI awards expensed for 2022 and the first of three annual installments of a cash hiring incentive which replaces in part the CEO’s forfeited long-term awards of his prior employer.

(2) Effective March 22, 2020, Hubertus Mühlhäuser stepped down from the CEO role and Suzanne Heywood assumed the Acting CEO duties in addition to her Chair duties for the remainder of 2020.

(3) During 2018, the Company’s Executive Directors changed. At the end of April, the former CEO, Richard Tobin, left the Company voluntarily. On September 17, 2018, Hubertus Mühlhäuser, assumed the position of CEO. On July 21, 2018, the Board of Directors, having been apprised of the deteriorating health situation of its Chairman Sergio Marchionne, appointed Suzanne Heywood as Chair with immediate effect. They were appointed as Executive Directors by shareholders at the November 29, 2018 Extraordinary General Meeting.

(4) The increase in 2022 for the Chair is primarily the valuation of 2022-2024 LTI awards expensed for 2022.

(5) The following Directors were appointed their Board of Directors roles in 2020: Mr. Sørensen, Mr. Buffett, and Mr. Erginbilgic. Ms. Connors stepped down from her Board of Directors roles in 2020.

(6) The following Directors were appointed their Board of Directors roles in 2022: Ms. Bastioli, Ms. Linehan, and Ms. Tamsons.

(7) The following Directors stepped down from their Board of Directors’ roles in 2019: Ms.Gerowin, Mr. Kalantzis, and Mr. Tabellini.

(8) Mr. Houle was appointed Senior Non-Executive Director in 2017.

(9) Mr. Nasi and Mr. Simonelli were appointed Board of Directors in 2019.

(10) Ms. Scheiber was appointed to the Board of Directors in 2016 and stepped down in 2020.

(11) The following Directors stepped down from their Board of Directors’ roles in 2021: Ms. Tammenoms Bakker, Mr. Theurillat, Mr. Erginbilgic and Mr. Simonelli.

CNH Industrial confirms the following:

•No severance payments were made to Executive or Non-Executive Directors;

•No variable remuneration has been clawed-back, and no variable remuneration has been adjusted retroactively from Executive or Non-Executive Directors; and

•No personal loans have been granted to Executive or Non-Executive Directors and no guarantees have been granted in favor of any Executive or Non-Executive Directors.

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Share Awards

The following table summarizes unvested performance share units and restricted share units held by Executive Directors as of December 31, 2022:

Table - Shares awarded or due to the Directors for the reported financial year

	The main conditions of share unit plans					Information regarding the reported financial year
						Opening Balance	During the Year			Closing Balance			Accounting Expense (1
Name of Director, Position	Award Name	Performance Period	Award Date	Vesting Date	End of Holding Period	Shares Awarded at the Beginning of the Period	Shares Awarded	Shares Forfeited	Shares Vested	Share Subject to a Performance Condition	Shares Unvested	Shares Subject to a Holding Period
							FMV at Grant (US$000s)		FMV at Vest (US$000s)				US$000s
Scott W. Wine, CEO	2022-2024 PSU(2)	01/01/22– 12/31/24	05/20/22	02/28/25	05/20/27	—	626,100	—	—	626,100	626,100	626,100
							8,678						2,845
	2022-2024 RSU(2)	01/04/22 - 04/30/25	05/20/22	04/30/25	05/20/27	—	208,700	—	—	—	208,700	208,700
							2,834						584
	2021-2023 PSU(2)	01/01/21– 12/31/23	01/04/21	02/28/24	01/04/26	2,603,224	—	—	—	2,603,224	2,603,224	2,603,224	17,074
	2021-2023 RSU(2)	01/04/21 - 04/30/24	01/04/21	04/30/22	01/04/26	289,119	—	—	289,119	—	—	289,119	3,000
									4,158
				04/30/23		289,120	—	—	—	—	289,120	289,120
				04/30'24		289,120	—	—	—	—	289,120	289,120
Suzanne Heywood, Chair	2022-2024 PSU(2)	01/01/22– 12/31/24	05/20/22	02/28/25	01/04/26		78,300	—	—	78,300	78,300	78,300
							1,085						356
	2022-2024 RSU(2)	01/04/22 - 04/30/25	05/20/22	04/30/25	01/04/26		26,100	—	—	—	26,100	26,100
							354						73
	2021-2023 PSU(3)	01/01/21– 12/31/23	12/14/20	2/28/24	12/14/25	354,516	—	—	—	354,516	354,516	354,516	1,988
	2021-2023 RSU(3)	12/14/20– 4/30/24	12/14/20	4/30/22	12/14/25	39,391	—	—	39,391	—	—	39,391	348
									566
				4/30/23		39,390	—	—	—	—	39,390	39,390
				4/30/24		39,391	—	—	—	—	39,391	39,391
	Total Shares:					3,943,271	939,200	—	328,510	3,662,140	4,553,961	4,882,471
	Total FMV ($000s)						12,952		4,724				26,269

Notes:

(1) The accounting valuation of share-based compensation expense is the value reported for equity awards in the Summary Remuneration table.

(2) The LTI plan includes the legacy 2021-2023 performance cycle awards and the 2022-2024 performance cycle awards which consists of a Company performance component, with potential vesting of PSUs, and an individual performance component, with potential vesting of RSUs. The PSUs for both cycles vest at the end of their respective performance cycle, while the legacy RSUs vest in three equal annual installments over the performance cycle and the 2022-2024 RSUs cliff vest on April 30, 2025.

In accordance with the DCGC, the Committee discussed with the CEO and the Chair their respective 2022 compensation, and each are fully aligned with the compensation awarded.

Internal Pay Ratios

When setting the Executive Directors’ compensation, the Committee considers both the appropriate external benchmark as well as the internal pay ratios within the Company. Although the primary consideration is market competitiveness to attract and retain highly qualified senior executives in a large, global, complex organization, a baseline internal comparison is set, and trends are tracked. The trend in executives’ compensation is evaluated in relation to the trend in employees’ compensation.

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In line with the guidance under the DCGC, the CEO Pay ratio and trend is disclosed in the annual executive compensation disclosure of the annual report. The basis of the pay ratio comparison uses the prevalent Dutch methodology of average employee compensation, including all labor costs. Consistent with prior years, CEO compensation and average employee compensation use the accounting value of equity awards. Under this methodology, the value of an equity award is allocated over the period between grant and vesting.

The CEO’s pay in 2022 and 2021 reflect the pay of Scott W. Wine, hired on January 4, 2021 with a highly competitive pay package and hiring incentive awards to attract him to join CNH Industrial and leave a highly paid CEO position at this former employer. Additionally, the incentive included one-time highly leveraged performance-based equity awards to align him with CNH Industrial shareholders and provide upside potential reward linked to performance for the risk he assumed changing from a known company and industry to a much larger and globally diverse and complex company in a different industry. His performance-based equity awards have experienced above target performance under Mr. Wine’s leadership across each of the metrics, Adjusted Diluted EPS and Industrial ROIC and relative TSR. The 2022 value of the equity awards reflects PSUs achieving the maximum, 2x target, for the 2021-2023 LTI PSUs and 1.5x target for the 2022-2024 LTI PSUs. Additional explanation of the CEO’s pay in 2022 and 2021 and the strong link to Company and share price performance can be referenced in the CD&A and the Pay versus Performance section of this report.

The average employee compensation is the total personnel costs reported in the Annual Report, which excludes Executive Director compensation, divided by average year headcount reported in the Annual Report, less the CEO who is included in the total average year headcount. Over the five-year period, the average employee compensation has been impacted, due to changing business conditions, by shifts in the labor market in the different geographies.

The five-year trend of CEO pay versus average employee compensation is shown in the following table:

	2022	2021	2020	2019	2018	5-year trend
CEO compensation ($000s)(1)	35,176(1)	21,805(2)	5,702(3)	6,632(4)	8,738(5)	403%
Average Employee compensation (6) ($000s)	76.4	69.7	60.2	60.5	64.3	119%
CEO Pay Ratio	460	313	95	110	136	338%

Notes:

(1) The compensation for the CEO is as reported in the Summary Remuneration table per the DCGC and Dutch Civil Code unless otherwise noted in subsequent footnotes. In 2022, the CEO’s compensation includes the value of the CEO’s performance-based equity awards with an expected 2x payout for the 2021-2023 LTI PSUs and 1.5x payout for the 2022-2023 LTI PSUs and the extraordinary compensation of $4.2 million related to the first installment of three of the hiring cash incentive which replaces the forfeited equity not covered under the 2021-2023 LTI awards. Mr. Wine’s target total direct compensation which is fixed for five years is $17.1 million, which would result in a CEO pay ratio of 224 and maximum payout opportunity of $29.5 million, resulting in a ratio of 386.

(2) The CEO, hired January 4, 2021, received a signing incentive to leave his prior employer before his 2020 bonus payout. The ratio excluding that one-off payment is 290. The equity expense included in the total CEO compensation is assuming target payout for the company performance share units. The actual payout is at the end of the performance period and will be determined in February 2024. The ratio assuming maximum payout for the company performance share units is 434.

(3) For 2020, data incorporates the compensation of the former CEO and the Acting CEO, as was reported in the Summary Remuneration table.

(4) For 2019, CEO compensation is consistent with the Summary Remuneration table include in the 2019 report, excluding the 2019 accounting value of the CEO’s one-time “Make Whole” award, which vested in September 2019. Including the 2019 Make Whole accounting value of $2.8 million, the CEO pay ratio would be 156. The 2019 CEO Pay Ratio calculation includes $2.9 million in accounting value related to the 2017-2019 PSUs that did not meet the threshold achievement for any payout and have been forfeited. The CEO Pay Ratio excluding the forfeited PSU award would be 62.

(5) For 2018, a targeted full year compensation is shown for year-over-year comparison.

(6) Average Employee compensation is derived from personnel costs reported under IFRS, which does not include personnel costs for the Executive Directors, divided by the average headcount. Personnel costs as disclosed with the IFRS Annual Report for 2022, 2021, 2020, 2019, and 2018 are $2,976 million, $4,695 million, $3,820 million, $3,909 million and $3,591 million respectively. Average number of employees as disclosed within the IFRS Annual Report for 2022, 2021, 2020, 2019, and 2018 are 38,966, 67,318, 63,482, 64,596 and 64,045 respectively.

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For perspective, the Company`s key performance metrics for the same past five years are shown below:

Selected Performance Data (1)(2)	2022	2021	2020	2019	2018	5-year trend
Net Income – US GAAP ($ million)	2,039	1,801	(198)	797	1,099	186%
Adjusted Diluted Earnings/(Loss) per share ($)	1.46	1.28	0.42	0.64	0.8	183%
Absolute Total Shareholder Return - Indexed from 2017(3)	146	150	99	84	69	146%

Notes:

(1) Includes non-GAAP metrics derived from financial information prepared in accordance with U.S. GAAP.

(2) Figures from 2019 to 2022 reflect the continuing operations scope of CNH Industrial, that is excluding the Iveco Group businesses results. The 2018 figures reflect the entire scope of CNH Industrial in 2018.

(3) Using dividend-adjusted closing prices at the ending of each year and indexing from a 2017 year end baseline (i.e., index at 100).

Under the leadership of the current CEO, the 2022 and 2021 operational results on numerous key metrics hit record levels and shareholders earned a high cumulative two-year return as well. In the Pay versus Performance section, additional metrics are shown, including a comparison to the relative TSR of the S&P 500 Industrial index, a group of about industrial peers. As that section illustrates, CNH Industrial’s performance trend on many fronts has been stellar.

The linkage of CEO pay to performance is very strong with 73% tied to the CEO’s compensation at target and 84% at maximum. The investment in securing Mr. Wine’s expertise, vision and leadership has already paid off through the increased value delivered to shareholders and stakeholders.

Non-GAAP Measures Reconciliation

Reconciliation of Adjusted net income and Adjusted income tax (expense) benefit to Net income (loss) and Income tax (expense) benefit and calculation of Adjusted diluted EPS and Adjusted ETR under US-GAAP
	Years ended December 31,
(in millions)	2022	2021	2020
Net income (loss) – Continuing Operations	$ 2,039	$ 1,801	$ (198)
Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a)	(41)	97	903
Adjustments impacting Income tax (expense) benefit (b)	6	(151)	(118)
Adjusted net income (loss)	$ 2,004	$ 1,747	$ 587
Adjusted net income (loss) attributable to CNH Industrial N.V.	1,994	1,738	573
Weighted average shares outstanding – diluted (million)	1,362	1,361	1,351
Adjusted diluted EPS ($)	$ 1.46	$ 1.28	$ 0.42
Income (loss) from continuing operations before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates	2,682	1,939	(179)
Adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates (a)	(41)	97	903
Adjusted income (loss) from continuing operations before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates	$ 2,641	$ 2,036	$ 724
Income tax (expense) benefit	(747)	(229)	(85)
Adjustments impacting Income tax (expense) benefit (b)	6	(151)	(118)
Adjusted income tax (expense) benefit	$ (741)	$ (380)	$ (203)
a) Adjustments impacting Income (loss) from continuing operations before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates
Restructuring expenses	31	35	49
Loss on repurchase of notes	—	8	—
Pre-tax gain related to the 2018 modification of a healthcare plan in the U.S.	(90)	(119)	(119)
Pre-tax gain related to the 2021 modification of a healthcare plan in the U.S.	(24)	(5)	—
Pre-tax settlement charge related to the purchase of annuity contracts to settle a portion of U.S. pension obligations	—	—	125
Goodwill impairment charge	—	—	585
Other assets impairment charges	—	—	255
Asset write-down: Industrial Activities, Russia Operations	43	—	—

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Asset write-down: Financial Services, Russia Operations	17	—	—
Spin related costs	25	133	—
Gain on sale of real estate	(65)	—	—
Monarch Tractor investment fair value adjustment	—	(12)	—
Other discrete items	—	57	8
Activity of the Raven Segments held for sale, including loss on sale of the Aerostar and Engineered Films Division	22	—	—
Total	$ (41)	$ 97	$ 903
b) Adjustments impacting Income tax (expense) benefit
Tax effect of adjustments impacting Income (loss) before income tax (expense) benefit and equity in income of unconsolidated subsidiaries and affiliates(1)	61	10	$	(106)
Adjustment to valuation allowances on deferred tax assets	(55)	(161)	(12)
Total	$ 6	$ (151)	$ (118)

(1) In 2022, this line includes $12 million of increase to the valuation allowances on historical deferred tax assets as a result of the suspension of operations in Russia.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Persons Owning More than Three Percent of CNH Industrial Common Shares

The following table shows the number of shares of CNH Industrial common stock beneficially owned as of January 31, 2023, (unless otherwise indicated) by each person who, to our knowledge, beneficially owns more than 3% of our common stock.

	Shares Beneficially Owned and Held	Percent of Common Shares(4)
Greater Than 5% Owner
EXOR N.V.(1)	366,927,900	27.3	%
Harris Associates L.P.(2)	91,391,645	6.8	%
Blackrock, Inc.(3)	59,893,991	4.5	%

(1)In addition, EXOR N.V. holds 366,927,900 special voting shares; EXOR N.V.'s beneficial ownership in CNH Industrial is 42.8%, calculated as the ratio of (i) the aggregate number of common and special voting shares owned by EXOR N.V. and (ii) the aggregate number of outstanding common shares and special voting shares of CNH Industrial. There were 1,715,313,924 outstanding common shares and special voting shares at January 31, 2023.

(2)Based on a Schedule 13G/A (Amendment No. 3) filed with the SEC on February 14, 2023, Harris Associates L.P.'s reported beneficial ownership in CNH Industrial is 5.3% calculated as the ratio of (i) the number of common shares owned by Harris Associates L.P. and (ii) the aggregate number of outstanding common shares and special voting shares of CNH Industrial. Based on a filing made by Harris Associates L.P. with the public register of substantial holdings and gross short positions held by the AFM on September 24, 2021, Harris Associates reported having indirect (real) voting rights over 87,178,442 common shares.

(3)Based on the filing made by BlackRock, Inc with the public register substantial holdings and gross short positions held by the AFM on January 9, 2023, BlackRock, Inc reported holding (i) indirectly (real) 49,859,946 common shares with 59,844,409 voting rights and (ii) indirectly (potential) 6,566 common shares with 49,582 voting rights. BlackRock, Inc.’s beneficial ownership in CNH Industrial is 3.5%* calculated as the ratio of (i) the number of common shares owned by BlackRock, Inc. and (ii) the aggregate number of outstanding common shares and special voting shares of CNH Industrial.

(*) The amount does not include potential holdings where BlackRock, Inc. has a contractual right to indirectly acquire common shares potentially enabling the increase of common share and voting rights.

(4)There were 1,344,240,971 outstanding common shares at January 31, 2023. The “Percent of Common Shares” was calculated by using the publicly disclosed number of owned common shares as the numerator, respectively, and the number of the Company’s outstanding common shares as the denominator.

As of January 31, 2023, EXOR N.V.’s voting power in CNH Industrial as a result of the loyalty voting program was approximately 42.8%. EXOR N.V., through its voting power, has the ability to significantly influence the decisions submitted to a vote of our 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.

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At January 31, 2023, there were 408 registered holders of our common stock in the U.S., including 124 shareholders that hold special voting shares associated with their common shares. As of January 31, 2023, based on the Company's share register and other sources available to us, approximately 198,148,846 common shares (3,766,107 of which had associated special voting shares) were held in the U.S.

Security Ownership of Directors and Executive Officers

The following table shows the number of shares of CNH Industrial common stock beneficially owned as of January 31, 2023,(unless otherwise indicated) by:

•each individual who was serving as a non-employee director as of January 31, 2023

•each of the named executive officers listed in the Summary Compensation Table in Item 11

•all individuals who served as directors or executive officers on January 31, 2023 as a group

A beneficial owner of stock (represented in column (a)) is a person who has sole or shared voting power (meaning the power to control voting decisions) or sole or shared investment power (meaning the power to cause the sale or other disposition of the stock). A person also is considered the beneficial owner of shares to which that person has the right to acquire beneficial ownership (within the meaning of the preceding sentence) within 60 days. For this reason, the following table includes PSUs, restricted shares, and RSUs that could become exercisable or be settled within 60 days of January 31, 2023, at the discretion of an individual identified in the table (represented in column (c)).

	Shares Beneficially Owned and Held (a)	Options, PSUs, Restricted Shares, and RSUs Available Within 60 Days (c)	Total	Percent of Shares Outstanding(1)
Non-Employee Directors
Catia Bastioli	4,000	—	4,000	*
Howard W. Buffett	17,866	—	17,866	*
Suzanne Heywood	150,210	—	150,210	*
Alessandro Nasi	356,203	—	356,203	*
Vagn Sørensen	27,000	—	27,000	*
Åsa Tamsons	—	—	—	*
Karen Linehan	11,903	—	11,903	*
Léo W. Houle	57,259	—	57,259	*
Named Executive Officers				*
Kevin Barr	14,536	—	14,536	*
Oddone Incisa	173,059	—	173,059	*
Derek Neilson	444,913	—	444,913	*
Stefano Pampalone	111,673	—	111,673	*
Scott W. Wine	639,119	—	639,119	*
All directors and executive officers as a group	2,007,741	—	2,007,741	*

(1)There were 1,344,240,971 common shares outstanding as of January 31, 2023. All these common shares have the same rights and entitlements. The “Percent of Common Shares” was calculated by using the publicly disclosed number of owned common shares as the numerator, respectively, and the number of the Company’s outstanding common shares as the denominator.

*    Less than 1% of the outstanding shares of CNH Industrial N.V. common shares.

All individuals listed in the table above have sole voting and investment power over the shares unless otherwise noted.

The following table sets forth certain information, as of December 31, 2022, concerning securities authorized for issuance under all of our equity compensation plans:

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	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
Plan Category	(a)				(b)
Equity compensation plans approved by security holders	$	27,118,711	$	10.94	$	18,893,115
Equity compensation plans not approved by security holders	$	—			$	—
Total	$	27,118,711	$	10.94	$	18,893,115

a)     This amount includes 27,118,711 PSUs and RSUs awarded under the CNH Industrial N.V. Equity Incentive Plan. Under the Company’s long-term incentive programs, the PSUs are payable only in stock after the three-year performance period is ended and the RSUs vest in equal installments over three years, on the first, second and third anniversaries of the date of grant. The number of shares reflects the maximum number of shares that may be earned under the PSUs.

b)     This amount includes 18,893,115 shares available under the CNH Industrial N.V. Equity Incentive Plan. Under the CNH Industrial N.V. Equity and Incentive Plan, the Company may award shares in connection with stock options and stock appreciation rights, performance shares or performance share units, restricted stock or restricted stock units, or other awards based on Common Shares determined by the Committee. In addition, shares covered by outstanding awards become available for new awards if the award is forfeited or expires before delivery of the shares.

Item 13.    Certain Relationships and Related Transactions and Director Independence

Certain Relationships and Related Transactions

The Audit Committee has adopted a written Related Party Transactions Policy that governs reviewing, approving, or ratifying all related person transactions. The written Related Person Transactions Approval Policy applies to: (1) executive officers and directors of the Company; (2) any person or enterprise owning, directly, or indirectly an interest in the voting power of the Company that give gives it significant influence over the Company; and (3) immediate family members of anyone in category (1) or (2).

Each year, our directors and executive officers complete questionnaires designed to elicit information about potential related person transactions. In addition, the directors and officers must promptly advise our Chief Legal and Compliance Officer if there are any changes to the information they previously provided. Transactions deemed reasonably likely to be related person transactions are submitted to the Audit Committee for pre-approval at its next meeting. Mr. Howard W. Buffett’s father is Chairman and Chief Executive Officer of the Howard G. Buffett Foundation (the “Foundation”). In 2022, the Foundation purchased approximately $1,000,000 of Company agriculture machinery for donation to the Ukrainian Ministry of Agriculture. This donation was part of the Foundation’s charitable contributions in the areas of food safety and conflict mitigation.

Director Independence

We have a one-tier management structure (i.e. management board that may be composed of both members having responsibility for our day-to-day operations, who are referred to as “executive directors”, and members not having such responsibility, who are referred to as “non-executive directors”). Our executive directors, Ms. Heywood and Mr. Scott Wine, and the non-executive directors were elected at the Company's annual general meeting of shareholders held on April 13, 2022. The term of office of the current Board of Directors will expire on April 14, 2023, the date of the Company’s next AGM.

Six directors (67%) qualify as independent for purposes of NYSE rules, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Dutch Code.

Item 14.    Principal Accountant Fees and Services

Ernst & Young LLP, the member firms of Ernst & Young and their respective affiliates (collectively, the “Ernst & Young Entities”) were appointed to serve as our independent registered public accounting firm for the years ended December 31, 2022 and 2021. We

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incurred the following fees from the Ernst & Young Entities for professional services for the years ended December 31, 2022 and 2021, respectively:

	2022		2021
Audit fees	$	8,215,000	$	12,413,000
Audit-related fees	1,604,000		5,921,000
Other fees	34,000		37,000
Total	$	9,853,000	$	18,371,000

“Audit Fees” are the aggregate fees from the Ernst & Young Entities for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. “Audit-Related Fees” are fees charged by the Ernst & Young Entities for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” This category comprises fees for the procedures performed as part of the demerger activities, audit of employee benefit plans and pension plans, agreed-upon procedure engagements and other attestation services subject to regulatory requirements.

Under the laws and regulations of the Netherlands, the Ernst & Young Entities audit tenure will conclude upon the completion of their 2022 financial year audits due to mandatory audit firm rotation rules. At the April 13, 2022 Annual General Meeting of the Shareholders, Deloitte Accountants B.V., was appointed the Company’s independent auditor for the 2023 financial year.

Audit Committee’s Pre-Approval Policies and Procedures

Our Audit Committee nominates and engages our independent registered public accounting firm to audit our consolidated financial statements. Our Audit Committee has a policy requiring management to obtain the Audit Committee’s approval before engaging our independent registered public accounting firm to provide any other audit or permitted non-audit services to us or our subsidiaries. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our independent registered public accounting firm, the Audit Committee reviews and pre-approves (if appropriate) specific audit and non-audit services in the categories Audit Services, Audit-Related Services, Tax Services, and any other services that may be performed by our independent registered public accounting firm. During the year ended December 31, 2022, all audit and non-audit services provided by our independent registered public accounting firm were pre-approved in accordance with such policies and procedures.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) 1. Financial Statements - CNH Industrial N.V. and Subsidiaries

The following are contained in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm - (PCAOB ID 42)	130
Consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020	133
Consolidated statements of comprehensive income for the years ended December 31, 2022, 2021, and 2020	134
Consolidated balance sheets as of December 31, 2022 and 2021	135
Consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020	137
Consolidated statements of changes in equity for the years ended December 31, 2022, 2021, and 2020	138
Notes to consolidated financial statements	139

The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements, and the Notes to the Financial Statements listed above are filed as part of this Report and are set forth beginning on page 130 immediately following the signature pages of this Report.

(a) 2. Financial Statement Schedules

Schedules are omitted because they are not applicable, the information required to be contained in them is disclosed elsewhere on our Consolidated Financial Statements, or the amounts involved are not sufficient to require submission.

(a) 3. Exhibits

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Exhibit	Description
3.1	Articles of Association of CNH Industrial N.V., dated 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).
3.2	Regulations of the Board of Directors of CNH Industrial N.V. dated September 9, 2013 (Previously filed as Exhibit 1.2 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).
4.1	Indenture, dated as of August 18, 2016, by and between CNH Industrial N.V., as issuer, and U.S. Bank National Association, as trustee, relating to the CNH Industrial N.V. debt securities. (Previously filed as Exhibit 4.1 to the report on Form 6-K of the registrant (File No. 001-36085) and incorporated herein by reference).
4.2	Officers’ Certificate, dated as of August 18, 2016 (including Form of 4.50% Note due 2023 included therein). (Previously filed as Exhibit 4.2 to Form 6‑K of the registrant on August 18, 2016 (File No. 001-36085) and incorporated herein by reference).
4.3	Officers’ Certificate, dated as of November 14, 2017 (including Form of 3.850% Note due 2027 included therein). (Previously filed as Exhibit 4.1 to Form 6‑K of the registrant on November 14, 2017 (File No. 001-36085) and incorporated herein by reference).
4.4	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act
	There have not been filed as exhibits to this Form 10-K certain long-term debt instruments, none of which relates to indebtedness that exceeds 10% of the consolidated assets of CNH Industrial N.V. CNH Industrial N.V. agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of CNH Industrial N.V. and its consolidated subsidiaries.
10.1	CNH Industrial N.V. Directors’ Compensation Plan (Previously filed as Exhibit 4.5 to the Registration Statement on Form S-8 of the registrant on October 1, 2013 (File No. 333-191477) incorporated herein by reference).
10.2	Case New Holland Industrial Inc. 2005 Deferred Compensation Plan, restated effective January 1, 2012 (Previously filed as Exhibit 4.9 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).
10.3	CNH Industrial N.V. Equity Incentive Plan (Previously filed as Exhibit 4.2 to the Registration Statement on Form S-8 of the registrant on June 3, 2020 (File No. 333-238912) incorporated herein by reference).
10.4	Form of Performance Share Agreement (2021-2023)
10.5	Form of Restricted Stock Units Agreement (2021-2023)
10.6	Form of Performance Share Agreement (2022-2024)
10.7	Form of Restricted Stock Units Agreement (2022-2024)
10.8	Employment and Severance Agreement with Kevin Barr
10.9	Employment and Severance Agreement with Derek Neilson
10.10	Employment and Severance Agreement with Scott W. Wine
10.11	Agreement and Plan of Merger among Raven Industries, Inc., CNH Industrial N.V. and CNH Industrial South Dakota, Inc.
10.12	Credit Agreement dated as of March 18, 2019
10.13	Amendment to the Credit Agreement dated March 18, 2019
21.0	Subsidiaries and affiliates of the registrant
23.0	Consent of Ernst & Young LLP.
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.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CLA	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover page Interactive Data File is formatted in Inline XBRL and is contained in Exhibits 101

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Item 16.    Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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. (Registrant)
By:	/s/ SCOTT W. WINE
	Scott W. Wine
	Chief Executive Officer
Date: February 28, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Each person signing below also appoints Scott W. Wine, Oddone Incisa, and Roberto Russo, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable CNH Industrial N.V. to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.

Date	Signature	Title
February 28, 2023	/s/ SCOTT W. WINE	Chief Executive Officer
	Scott W. Wine
February 28, 2023	/s/ ODDONE INCISA	Chief Financial Officer
	Oddone Incisa	(Principal Financial Officer and Principal Accounting Officer)
February 28, 2023	/s/ SUZANNE HEYWOOD	Executive Director and Chairman of the Board
	Suzanne Heywood
February 28, 2023	/s/ LEO W. Houle	Senior Non-Executive Director
	Leo W. Houle
February 28, 2023	/s/ CATIA BASTIOLI	Director
	Catia Bastioli
February 28, 2023	/s/ HOWARD W. BUFFETT	Director
	Howard W. Buffett
February 28, 2023	/s/ KAREN LINEHAN	Director
	Karen Linehan
February 28, 2023	/s/ ALESSANDRO NASI	Director
	Alessandro Nasi
February 28, 2023	/s/ VAGN SORENSEN	Director
	Vagn Sørensen

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February 28, 2023	/s/ ASA TAMSONS	Director
	Åsa Tamsons

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Management's Discussion and Analysis

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the Company's financial condition and results of operations. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and the accompanying Notes to the Consolidated Financial Statements.

This discussion includes forward-looking statements, which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those expressed or implied by the forward-looking statements. This MD&A should be read in conjunction with our discussion of cautionary statements and significant risks to the company’s business under “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

Overview

CNH Industrial is a leading equipment and services company engaged in the design, production, marketing, sale, and financing of agricultural and construction equipment.

Until December 31, 2021, CNH Industrial N.V. owned and controlled the Commercial and Specialty Vehicles business, the Powertrain business, and the related Financial Services business (together the “Iveco Group Business” or the “On-Highway Business”), as well as the Agriculture business, the Construction business, and the related Financial Services business (collectively, the “Off-Highway Business”). Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a demerger under Dutch law (the "Demerger") to Iveco Group N.V. (the "Iveco Group") and the Iveco Group became a public listed company independent from CNH Industrial, with its common shares trading on Euronext Milan. The On-Highway Business' financial results for the periods prior to the Demerger have been reflected in our Consolidated Statement of Operations, retrospectively, as discontinued operations. Additionally, the related assets and liabilities associated with the On-Highway Business in the prior year consolidated balance sheet are classified as discontinued operations within Assets Held for Distribution and Liabilities Held for Distribution on the Consolidated Balance Sheet.

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 Agriculture, 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 Construction, segmentation varies by regional market: in developed markets, demand is oriented toward more sophisticated machines that increase operator productivity, while in developing markets, demand is oriented toward more utilitarian models with greater perceived durability. 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

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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 employers’ 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.

Global Business Conditions

Significant uncertainties, including rising inflation, geopolitical instability, and the war in the Ukraine, continue to create volatility in the global economy. These factors lead to inefficiencies in our manufacturing operations and impact costs. We continue to work to mitigate the impact of these issues in order to meet end-market demand. We will continue to monitor the situation as conditions remain fluid and evolve.

During the first quarter of 2022, CNH Industrial announced it was suspending non-domestic operations in Russia. The Company has since been supporting its operations in this market through the continuation of employee salaries and payment of other administrative expenses. As a result of the suspension, the Company evaluated the carrying value of assets held within the Company's Russia operations. Upon completion of the evaluation, during the quarter ended March 31, 2022, the Company recorded charges of $71 million related to asset write downs, financial receivable allowances and a valuation allowance against deferred tax assets. The Russia-Ukraine conflict and the ensuing sanctions to Russia and Belarus and Russian counter-sanctions have created additional tensions in the commodity markets. The Company has no critical supplier in the affected countries, but prices for certain commodities, including natural gas, have created and might create further volatility.

Non-GAAP Financial Measures

CNH Industrial monitors its operations through the use of several non-GAAP financial measures. CNH Industrial’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 Industrial’s financial performance and financial position. Management uses these non-GAAP measures to identify operational trends, as well as 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 or EU-IFRS 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 and/or EU-IFRS.

As of December 31, 2022, CNH Industrial’s 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 on-going operational activities.

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

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 Industrial provides the reconciliation of Net Cash (Debt) to Total (Debt), which is the most directly comparable measure included in the consolidated balance sheets. Due to different sources of cash flows used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and by collection of financing receivables for Financial Services), management separately evaluates the cash flow performance of Industrial Activities using Net Cash (Debt) of Industrial Activities.

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Revenues on a Constant Currency Basis

CNH Industrial discusses the fluctuations in revenues on a constant currency basis by applying the prior year average exchange rates to current year’s revenues expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations.

Free Cash Flow of Industrial Activities

Free Cash Flow of Industrial Activities (or Industrial Free Cash Flow) refers to Industrial Activities, only, and is computed as consolidated cash flow from operating activities less: cash flow from operating activities of Financial Services; assets under operating leases, property, plant and equipment and intangible assets; change in derivatives hedging debt of Industrial Activities; as well as other changes and intersegment eliminations.

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.

2022 Compared to 2021

Consolidated Results of Operations

	2022		2021
	(in millions)
Revenues:
Net sales	$	21,541	$	17,802
Finance, interest and other income	2,010		$	1,694
Total Revenues	23,551		$	19,496
Costs and Expenses:
Cost of goods sold	16,797		$	14,109
Selling, general and administrative expenses	1,752		$	1,454
Research and development expenses	866		$	642
Restructuring expenses	31		$	35
Interest expense	734		$	549
Other, net	689		$	768
Total Costs and Expenses	20,869		$	17,557
Income (loss) before income taxes and equity in income of    unconsolidated subsidiaries and affiliates	2,682		$	1,939
Income tax expense	(747)		$	(229)
Equity in income of unconsolidated subsidiaries and    affiliates	104		$	91
Net income (loss) from continued operations	2,039		$	1,801
Net income (loss) from discontinued operations	—		(41)
Net income (loss)	2,039		1,760
Net income attributable to noncontrolling interests	10		$	37
Net income (loss) attributable to CNH Industrial N.V.	$	2,029	$	1,723

Revenues

We recorded revenues of $23,551 million in 2022, an increase of 20.8% (up 24.1% on a constant currency basis) compared to 2021. This increase is primarily due to increases in all segments as a result of strong industry demand and price realization.

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Cost of Goods Sold

Cost of goods sold were $16,797 million in 2022 compared to $14,109 million in 2021, an increase of 19.1% year over year. As a percentage of net sales of Industrial Activities, cost of goods sold was 78.0% in 2022 (79.3% in 2021), as a result of favorable fixed cost absorption partially offset by cost escalation. In the year ended December 31, 2022 this item includes $41 million of asset write downs as a result of the suspension of operations in Russia.

Selling, General and Administrative Expenses

SG&A expenses amounted to $1,752 million in 2022 (7.4% of revenues) compared to $1,454 million in 2021 (7.5% of revenues) as activity levels grew and inflation affected expenses. For the year ended December 31, 2022 SG&A includes $17 million in write-downs due to the suspension of operations in Russia.

Research and Development Expenses

In 2022, R&D expenses were $866 million compared to $642 million in 2021. The expense in both years was primarily attributable to continued investment in new products, technologies, and digital solutions.

Restructuring Expenses

The Company incurred restructuring costs of $31 million and $35 million for the years ended December 31, 2022 and 2021, respectively.

Interest Expense

Interest expense was $734 million in 2022 compared to $549 million in 2021. The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $119 million in 2022 compared to $118 million in 2021. In 2021, interest expense included a charge of $8 million related to the repurchase by CNH Industrial Finance Europe S.A. of €316 million (equivalent to $371 million) of outstanding notes due May 23, 2022.

Other, net

Other, net expenses were $689 million in 2022 and included a pre-tax gain of $90 million ($68 million after-tax) as a result of the Benefit Modification Amortization over approximately 4.5 years of the $527 million positive impact from the 2018 U.S. healthcare plan modification, a pre-tax gain of $24 million ($18 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, a pre-tax gain of $65 million ($70 million after-tax) on the sale of a facility in Canada, $22 million ($54 million after-tax) of loss on the sale of Raven Engineered Films and Aerostar Divisions, net of income from those businesses held for sale during the period, separation costs in connection with the spin-off of the On-Highway business of $25 million ($24 million after-tax), and foreign exchange losses of $59 million.

Other, net expenses were $768 million in 2021 and included a pre-tax gain of $119 million ($90 million net of tax impact) as a result of the Benefit Modification Amortization over approximately 4.5 years of the $527 million positive impact from the 2018 U.S. healthcare plan modification, a gain of $5 million ($4 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 modifications to a healthcare plan in the U.S. which occurred in the fourth quarter of 2021, and a gain of $12 million ($9 million after-tax) for a remeasurement at fair value of the investment in Monarch Tractor, offset by $133 million ($128 million after-tax) in separation costs in connection with the demerger of the Iveco Group business, and foreign exchange losses of $1 million.

Income Taxes

	2022			2021
	(in millions, except percentages)
Income before income taxes and equity in income of    unconsolidated subsidiaries and affiliates	$	2,682		$	1,939
Income taxes expense (benefit)	$	747		$	229
Effective tax rate	27.9		%	11.8		%

In 2022, income taxes were an expense of $747 million, compared to a tax expense of $229 million in 2021. The effective tax rates for 2022 and 2021 were 27.9% and 11.8%, respectively. The 2022 tax rate was negatively impacted by increased profitability in high-tax jurisdictions, tax expenses associated with the disposition of Raven’s Engineered Films Division and Raven’s Aerostar Division,

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additional reserves for uncertain tax positions and an increase in unrecognized deferred tax assets in jurisdictions with highly inflationary economies. These negative impacts were partially offset by $55 million in benefits associated with previously unrecognized deferred tax assets in Italy.

In 2021, income taxes were an expense of $229 million with an effective tax rate of 11.8%. The Company’s 2021 tax rate was positively impacted by $161 million related to recognizing deferred tax assets associated with the Company’s operations in Brazil. The 2021 rate was also reduced by a reduction in reserves for uncertain tax positions, and the utilization of unrecognized deferred tax assets.    

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $104 million in 2022, compared to $91 million in 2021.

Industrial Activities and Business Segments

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

	2022		2021		% Change		% Change excl. FX
	(in millions, except percentages)
Revenues:
Agriculture	$	17,969	$	14,721	22.1	%	25.8	%
Construction	3,572		$	3,081	15.9	%	18.4	%
Eliminations and other	—		$	—
Total Net sales of Industrial Activities	$	21,541	$	17,802	21.0	%	24.5	%
Financial Services	1,996		$	1,672	19.4	%	20.0	%
Eliminations and other	14		$	22
Total Revenues	$	23,551	$	19,496	20.8	%	24.1	%

	2022		2021		$ Change		2021 Adj EBIT Margin		2020 Adj EBIT Margin
	(in millions, except percentages)
Adjusted EBIT of Industrial Activities by Segment:
Agriculture	$	2,456	$	1,810	$	646	13.7	%	12.3	%
Construction	124		$	90	$	34	3.5	%	2.9	%
Eliminations and other	(147)		$	(137)	$	(10)
Adjusted EBIT of Industrial Activities	$	2,433	$	1,763	$	670	11.3	%	9.9	%

Net sales of Industrial Activities were $21,541 million in 2022, up 21.0% compared to the prior year (up 24.5% on a constant currency basis) due to favorable price realization and increased sales volumes.

Adjusted EBIT of Industrial Activities was $2,433 million in 2022 ($1,763 million in 2021), with an Adjusted EBIT margin of 11.3%. The increase in adjusted EBIT was primarily attributable to year over year increases in both the Agriculture and Construction segments.

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Business Segment Performance

Agriculture

Net Sales

The following table shows Agriculture net sales by geographic region in 2022 compared to 2021:

Agriculture Sales – by geographic region:

(in millions)	2022		2021		% Change
North America	$	6,769	$	5,127	32.0	%
Europe, Middle East and Africa	5,776		$	5,771	0.1	%
South America	3,738		$	2,346	59.3	%
Asia Pacific	1,686		$	1,477	14.2	%
Total	$	17,969	$	14,721	22.1	%

Net sales for Agriculture were $17,969 million in 2022, a 22.1% increase (up 25.8% on a constant currency basis) compared to 2021. The increase was mainly due to favorable price realization and better mix, mostly driven by the North America and South America regions.

In North America, industry volume was up 4% year over year in 2022 for tractors over 140 HP and was down 14% for tractors under 140 HP; combines were up 15%. In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 7% and 16%, respectively, of which Europe tractor and combine demand was down 7% and up 5%, respectively. South America tractor demand was up 3% and combine demand was down 1%. Asia Pacific tractor demand was up 5% and combine demand was up 50%.

Adjusted EBIT

Adjusted EBIT was $2,456 million in 2022, compared to $1,810 million in 2021. The $646 million increase was driven by favorable net pricing and sales volume/mix, more than offsetting higher product cost. Adjusted EBIT margin was 13.7%.

Construction

Net Sales

The following table shows Construction net sales by geographic region in 2022 compared to 2021:

Construction Sales – by geographic region:

(in millions)	2022		2021		% Change
North America	$	1,721	$	1,443	19.3	%
Europe, Middle East and Africa	907		$	781	16.1	%
South America	665		$	497	33.8	%
Asia Pacific	279		$	360	(22.5)	%
Total	$	3,572	$	3,081	15.9	%

Net sales for Construction were $3,572 million in 2022, a 15.9% increase (up 18.4% on a constant currency basis) compared to 2021, as a result of positive price realization and contribution from the Sampierana business, partially offset by the negative impact of foreign exchange rates.

Global industry volume for construction equipment decreased in both Heavy and Light sub-segments year over year in 2022, down 11% and 9%, respectively. Aggregated demand increased 2% in EMEA, decreased 2% in North America, increased 18% in South America and decreased 23% for Asia Pacific, particularly in China.

Adjusted EBIT

Adjusted EBIT was $124 million in 2022 (up $34 million compared to 2021). The improvement was due to positive price realization and favorable volume and mix, partially offset by higher product costs related to raw material and freight costs. Adjusted EBIT margin was 3.5%.

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Financial Services Performance

Finance, Interest and Other Income

Financial Services reported revenues of $1,996 million in 2022, up 19.4% compared to 2021 (up 20.0% on a constant currency basis) primarily due to favorable volumes in all regions, higher base rates across all regions, mainly in South America, and higher used equipment sales.

Net Income

For the year ended December 31, 2022, net income was $338 million, a $11 million decrease compared to 2021, primarily due to margin compression in North America and increased labor costs, partially offset by favorable volumes in all regions, higher recoveries on used equipment sales and higher base rates in South America.

In 2022, retail originations (including unconsolidated joint ventures) were $10.0 billion, up $0.2 billion compared to 2021. The managed portfolio (including unconsolidated joint ventures) was $23.8 billion as of December 31, 2021 (of which retail was 67% and wholesale 33%), up $3.6 billion compared to December 31, 2021.

At December 31, 2022, the receivable balance greater than 30 days past-due as a percentage of receivables was 1.3% (1.2% as of December 31, 2021).

2021 Compared to 2020

Consolidated Results of Operations

	2021		2020
	(in millions)
Revenues:
Net sales	$	17,802	$	13,083
Finance, interest and other income	1,694		$	1,696
Total Revenues	19,496		$	14,779
Costs and Expenses:
Cost of goods sold	14,109		$	11,152
Selling, general and administrative expenses	1,454		$	1,296
Research and development expenses	642		$	493
Restructuring expenses	35		$	22
Interest expense	549		$	660
Goodwill Impairment Charge	—		$	585
Other, net	768		$	750
Total Costs and Expenses	17,557		$	14,958
Income (loss) before income taxes and equity in income of    unconsolidated subsidiaries and affiliates	1,939		$	(179)
Income tax expense	(229)		$	(85)
Equity in income of unconsolidated subsidiaries and    affiliates	91		$	66
Net income (loss) from continued operations	1,801		$	(198)
Net income (loss) from discontinued operations	(41)		(240)
Net income (loss)	1,760		(438)
Net income attributable to noncontrolling interests	37		$	55
Net income (loss) attributable to CNH Industrial N.V.	$	1,723	$	(493)

Revenues

We recorded revenues of $19,496 million in 2021, an increase of 31.9% (up 30.4% on a constant currency basis) compared to 2020. This increase is primarily due to increases in all segments as a result of strong industry demand and price realization.

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Cost of Goods Sold

Cost of goods sold were $14,109 million in 2021 compared to $11,152 million in 2020, an increase of 26.5% year over year. As a percentage of net sales of Industrial Activities, cost of goods sold was 79.3% in 2022 (85.2% in 2020), as a result of favorable fixed cost absorption partially offset by cost escalation.

Selling, General and Administrative Expenses

SG&A expenses amounted to $1,454 million in 2021 (8.2% of revenues) compared to $1,296 million in 2020 (9.9% of revenues) as expenses returned to more normal levels from the pandemic-affected low levels experienced in the prior year. SG&A expenses included provisions for bad debt that were $35 million in 2021 and $107 million in 2020.

Research and Development Expenses

In 2021, R&D expenses were $642 million compared to $493 million in 2020. The expense in both years was primarily attributable to spending on new product development and digital components associated to precision agriculture.

Restructuring Expenses

The Company incurred restructuring costs of $35 million and $22 million for the years ended December 31, 2021 and 2020, respectively.

Interest Expense

Interest expense was $549 million in 2021 compared to $660 million in 2020. The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $118 million in 2021 compared to $140 million in 2020. In 2021, interest expense included a charge of $8 million related to the repurchase of €316 million (equivalent to $371 million) of outstanding notes due May 23, 2022 by CNH Industrial Finance Europe S.A.

Other, net

Other, net expenses were $768 million in 2021 and included a pre-tax gain of $119 million ($90 million net of tax impact) as a result of the Benefit Modification Amortization over approximately 4.5 years of the $527 million positive impact from the 2018 U.S. healthcare plan modification, a gain of $5 million ($4 million after-tax) as a result of the amortization over 4 years of the $101 million positive impact from the 2021 modifications to a healthcare plan in the U.S. which occurred in the fourth quarter of 2021, and a gain of $12 million ($9 million after-tax) for a remeasurement at fair value of the investment in Monarch Tractor, offset by $133 million in separation costs in connection with the demerger of the Iveco Group business and foreign exchange losses of $1 million.

Other, net expenses were $750 million in 2020 and included a pre-tax gain of $119 million ($90 million net of tax impact) as a result of the Benefit Modification Amortization over approximately 4.5 years of the $527 million positive impact from the 2018 U.S. healthcare plan modification, a $125 million pre-tax non-cash settlement charge ($95 million net of tax impact) resulting from the purchase of annuity contracts to settle a portion of the outstanding U.S. pension obligations, and foreign exchange losses of $12 million.

Income Taxes

	2021			2020
	(in millions, except percentages)
Income before income taxes and equity in income of    unconsolidated subsidiaries and affiliates	$	1,939		$	(179)
Income taxes expense (benefit)	$	229		$	85
Effective tax rate	11.8		%	47.5		%

In 2021, income taxes were an expense of $229 million with an effective tax rate of 11.8%. The Company’s 2021 tax rate was positively impacted by $161 million related to recognizing deferred tax assets associated with the Company’s operations in Brazil. The 2021 rate was also reduced by a reduction in reserves for uncertain tax positions, and the utilization of unrecognized deferred tax assets.

In 2020, income taxes were an expense of $85 million with an effective tax rate of 47.5%. The lower tax rate in 2021, as compared to 2020 was primarily due to favorable differences in earnings mix and valuation allowance in 2021, and non-recurring non-deductible

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goodwill charges in 2020. Improved profitability in 2021 resulted in higher use of previously unrecognized tax assets in 2021 compared to 2020.

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $91 million in 2021, compared to $66 million in 2020.

Industrial Activities and Business Segments

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

	2021		2020		% Change		% Change excl. FX
	(in millions, except percentages)
Revenues:
Agriculture	$	14,721	$	10,923	34.8	%	33.0	%
Construction	3,081		$	2,170	42.0	%	40.9	%
Eliminations and other	—		$	(10)
Total Net sales of Industrial Activities	$	17,802	$	13,083	36.1	%	34.4	%
Financial Services	1,672		$	1,660	0.7	%	0.5	%
Eliminations and other	22		$	36
Total Revenues	$	19,496	$	14,779	31.9	%	30.4	%

	2021		2020		$ Change		2021 Adj EBIT Margin		2020 Adj EBIT Margin
	(in millions, except percentages)
Adjusted EBIT of Industrial Activities by Segment:
Agriculture	$	1,810	$	880	$	930	12.3	%	8.1	%
Construction	90		$	(184)	$	274	2.9	%	(8.5)	%
Eliminations and other	(137)		$	(113)	$	(24)
Adjusted EBIT of Industrial Activities	$	1,763	$	583	$	1,180	9.9	%	4.5	%

Net sales of Industrial Activities were $17,802 million in 2021, up 36.1% compared to the prior year (up 34.4% on a constant currency basis) due to higher volumes driven by strong industry demand, together with favorable price realization.

Adjusted EBIT of Industrial Activities was $1,763 million in 2021 ($583 million in 2020), with an Adjusted EBIT margin of 9.9%. The increase in adjusted EBIT was primarily attributable to all segments being up year over year.

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Business Segment Performance

Agriculture

Net Sales

The following table shows Agriculture net sales by geographic region in 2021 compared to 2020:

Agriculture Sales – by geographic region:

(in millions)	2021		2020		% Change
North America	$	5,127	$	3,796	35.1	%
Europe, Middle East and Africa	5,771		$	4,529	27.4	%
South America	2,346		$	1,484	58.1	%
Asia Pacific	1,477		$	1,114	32.6	%
Total	$	14,721	$	10,923	34.8	%

Net sales for Agriculture were $14,721 million in 2021, a 34.8% increase (up 33.0% on a constant currency basis) compared to 2020. The increase was mainly due to higher industry demand, better mix, favorable price realization of 7% and lower destocking compared to 2020.

For 2021, worldwide industry unit sales for tractors increased 14% compared to 2020, while worldwide industry sales for combines were up 19% compared to 2020. In North America, industry volumes in the over 140 hp tractor market sector were up 23% and combines were up 25%. Industry volumes for under 140 hp tractors were up 10%. European markets were up 16% and 17% for tractors and combines, respectively. In South America, tractor industry volumes increased 22% and combine industry volumes increased 19%. Rest of World markets increased 15% for tractors and 19% for combines.

Adjusted EBIT

Adjusted EBIT was $1,810 million in 2021, compared to $880 million in 2020. The $930 million increase was driven by higher volume, favorable mix and price realization in all regions, partially offset by higher raw material and freight costs, higher SG&A costs driven by higher variable compensation, and R&D spend returning to more normal levels from the low levels experienced in the previous year. Adjusted EBIT margin was 12.3%.

Construction

Net Sales

The following table shows Construction net sales by geographic region in 2021 compared to 2020:

Construction Sales – by geographic region:

(in millions)	2021		2020		% Change
North America	$	1,443	$	963	49.8	%
Europe, Middle East and Africa	781		$	554	41.0	%
South America	497		$	318	56.3	%
Asia Pacific	360		$	335	7.5	%
Total	$	3,081	$	2,170	42.0	%

Net sales for Construction were $3,081 million in 2020, a 42.0% increase (up 40.9% on a constant currency basis) compared to 2020, driven by favorable price realization, higher demand, and lower destocking by dealers and distributors.

In 2021, global demand for construction equipment was up 14% compared to 2020, with Heavy sub-segment up 16% and Light subsegment up 13%. Demand increased 23% in North America, 19% in Europe, 87% in South America, and 6% in Rest of World.

Adjusted EBIT

Adjusted EBIT was $90 million in 2020 (up $274 million compared to 2020). The improvement was due to positive price realization and favorable volume and mix, partially offset by higher product costs related to raw material and freight costs and higher variable compensation. Adjusted EBIT margin was 2.9%.

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Financial Services Performance

Finance, Interest and Other Income

Financial Services reported revenues of $1,672 million in 2021, up 0.7% compared to 2020 (up 0.5% on a constant currency basis) primarily due to higher used equipment sales and higher average portfolios in Europe, South America and Asia Pacific, partially offset by lower average portfolio in North America due to a reduction in wholesale financing.

Net Income

For the year ended December 31, 2021, net income was $349 million, a $106 million increase compared to 2020, driven by lower risks cost due to improved market outlook, stronger pricing in North America, higher recoveries on used equipment sales, and higher average portfolio.

In 2021, retail loan originations (including unconsolidated joint ventures) were $9.7 billion, up $1.2 billion compared to 2020. The managed portfolio (including unconsolidated joint ventures) was $20.2 billion as of December 31, 2021 (of which retail was 65% and wholesale 35%), up $0.2 billion compared to December 31, 2020.

At December 31, 2021, the receivable balance greater than 30 days past-due as a percentage of receivables was 1.2% (1.4% as of December 31, 2020).

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Reconciliation of Adjusted EBIT to Net Income (Loss)

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities to net income, the most comparable U.S. GAAP financial measure.

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	2,456	$	1,810	$	880
Construction	124		90		(184)
Unallocated items, eliminations and other	(147)		(137)		(113)
Total Adjusted EBIT of Industrial Activities	$	2,433	1,763		583
Financial Services Net Income	338		349		243
Financial Services Income Taxes	125		107		85
Interest expense of Industrial Activities, net of interest income and eliminations	(119)		(118)		(140)
Foreign exchange gains (losses), net of Industrial Activities	(59)		(1)		(12)
Finance and non-service component of Pension and other post-employment benefit cost of Industrial Activities(1)	124		143		(9)
Restructuring expense of Industrial Activities	(31)		(35)		(22)
Goodwill impairment charge	—		—		(585)
Other discrete items of Industrial Activities(2)	(25)		(178)		(256)
Income (loss) before taxes	$	2,786	$	2,030	$	(113)
Income tax benefit (expense)	(747)		(229)		(85)
Net (loss) from discontinued operations	—		(41)		(240)
Net income (loss)	$	2,039	$	1,760	$	(438)

(1) In the years ended December 31, 2022, this item includes a pre-tax gain of $90 million as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S. and a pre-tax gain of $24 million as a result of the amortization over 4 years of the $101 million positive impact from the 2021 modifications of a healthcare plan in the U.S. In 2021 and 2020, this item includes the pre-tax gain of $119 million as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S. In December 31, 2021 this item includes a pre-tax gain of $5 million as a result of the amortization over 4 years of the $101 million positive impact from 2021 modifications of a healthcare plan in the U.S.

(2) In the year ended December 31, 2022, this item included $43 million of asset write-downs, $25 million of separation costs incurred in a connection with our spin-off of the Iveco Group Business and $22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $65 million dollar gain on the sale of our Canada parts depot. In the year ended December 31, 2021, this item included $133 million separation costs in connection with the spin-off of the Iveco Group business and a charge of $57 million for transaction costs related to the acquisition of Raven Industries, Inc., partially offset by a gain of $12 million for a fair value adjustment of Monarch Tractor investments.

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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 Industrial. 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 is as follows:

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

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

	Statement of Operations
	Year Ended December 31, 2022								Year Ended December 31, 2021
	Industrial Activities(1)		Financial Services		Eliminations		Consolidated		Industrial Activities(1)		Financial Services		Eliminations		Consolidated
	(in millions)
Revenues
Net sales	$	21,541	$	—	$	—	$	21,541	$	17,802	$	—	$	—	$	17,802
Finance, interest and other income(2)	95		1,996		(81)		2,010		59		1,672		(37)		1,694
Total Revenues	$	21,636	$	1,996	$	(81)	$	23,551	$	17,861	$	1,672	$	(37)	$	19,496
Costs and Expenses
Cost of goods sold	$	16,797	$	—	$	—	$	16,797	$	14,109	$	—	$	—	$	14,109
Selling, general & administrative expenses	1,549		203		—		1,752		1,327		127		—		1,454
Research and development expenses	866		—		—		866		642		—		—		642
Restructuring expenses	31		—		—		31		35		—		—		35
Interest expense(3)	214		601		(81)		734		177		409		(37)		549
Other, net	(55)		744		—		689		73		695		—		768
Total Costs and Expenses	$	19,402	$	1,548	$	(81)	$	20,869	$	16,363	$	1,231	$	(37)	$	17,557
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	2,234		448		—		2,682		1,498		441		—		1,939
Income tax expense	(622)		(125)		—		(747)		(122)		(107)		—		(229)
Equity income (loss) of unconsolidated subsidiaries and affiliates	89		15		—		104		76		15		—		91
Net income (loss) continuing operations	$	1,701	$	338	$	—	$	2,039	$	1,452	$	349	$	—	$	1,801
Net income (loss) discontinued operations	$	—	$	—	$	—	$	—	$	(112)	$	71	$	—	$	(41)
Net income (loss)	$	1,701	$	338	$	—	$	2,039	$	1,340	$	420	$	—	$	1,760

(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.

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	Balance Sheets
	Year Ended December 31, 2022								Year Ended December 31, 2021
	Industrial Activities(1)		Financial Services		Eliminations		Consolidated		Industrial Activities(1)		Financial Services		Eliminations		Consolidated
	(in millions)
ASSETS
Cash and cash equivalents	$	3,802	$	574	$	—	$	4,376	$	4,386	$	658	$	—	$	5,044
Restricted cash	158		595		—		753		128		673		—		801
Trade receivables, net(2)	175		3		(6)		172		197		1		(6)		192
Financing receivables, net(3)	898		19,313		(951)		19,260		199		15,508		(331)		15,376
Receivables from Iveco Group N.V.	234		64		—		298		—		—		—		—
Inventories, net	4,798		13		—		4,811		4,187		29		—		4,216
Property, plant and equipment, net	1,532		—		—		1,532		1,474		1		—		1,475
Investments in unconsolidated subsidiaries and affiliates	272		113		—		385		227		106		—		333
Equipment under operating leases	29		1,473		—		1,502		30		1,708		—		1,738
Goodwill	3,182		140		—		3,322		3,068		142		—		3,210
Other intangible assets, net	1,105		24		—		1,129		1,187		20		—		1,207
Deferred tax assets(4)	440		107		(114)		433		468		80		(127)		421
Derivative assets(5)	82		128		(21)		189		119		77		(14)		182
Other assets(2)	1,172		126		(79)		1,219		1,645		81		(51)		1,675
Assets held for distribution	—		—		—		—		9,814		4,543		(811)		13,546
TOTAL ASSETS	$	17,879	$	22,673	$	(1,171)	$	39,381	$	27,129	$	23,627	$	(1,340)	$	49,416
LIABILITIES AND EQUITY
Debt(3)	4,972		18,941		(951)		22,962		5,485		15,743		(331)		20,897
Payables from Iveco Group N.V.	5		151		—		156		334		168		—		502
Trade payables(2)	3,492		216		(6)		3,702		3,353		207		(30)		3,530
Deferred tax liabilities(4)	4		195		(114)		85		4		248		(127)		125
Pension, postretirement and other postemployment benefits	444		5		—		449		669		6		—		675
Derivative liability(5)	132		93		(21)		204		153		42		(14)		181
Other liabilities(2)	4,139		787		(79)		4,847		4,247		541		(27)		4,761
Liabilities held for distribution	—		—		—		—		8,985		3,718		(811)		11,892
TOTAL LIABILITIES	$	13,188	$	20,388	$	(1,171)	$	32,405	$	23,230	$	20,673	$	(1,340)	$	42,563
Redeemable noncontrolling interest	4,642		2,285		—		6,927		45		—		—		45
Equity	49		—		—		49		3,854		2,954		—		6,808
TOTAL LIABILITIES AND EQUITY	$	17,879	$	22,673	$	(1,171)	$	39,381	$	27,129	$	23,627	$	(1,340)	$	49,416

(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 asset/liabilities in the same jurisdiction and reclassification needed for appropriate consolidated presentation.

(5) Elimination of derivative asset/liabilities between Industrial Activities and Financial Services.

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	Cash Flow Statements
	Year Ended December 31, 2022								Year Ended December 31, 2021
	Industrial Activities(1)		Financial Services		Eliminations		Consolidated		Industrial Activities(1)		Financial Services		Eliminations		Consolidated
	(in millions)
Operating activities:
Net income (loss)	$	1,701	$	338	$	—	$	2,039	$	1,340	$	420	$	—	$	1,760
Less: Net income (loss) of Discontinued Operations	—		—		—		—		(112)		71		—		(41)
Net income (loss) of Continuing Operations	1,701		338		—		2,039		1,452		349		—		1,801
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization expense, net of assets under operating lease and assets sold under buy-back commitments	325		2		—		327		293		2		—		295
Depreciation and amortization expense of assets under operating lease and assets sold under buy-back commitments	6		202		—		208		2		240		—		242
(Gain) loss from disposal of assets	(42)		—		—		(42)		—		—		—		—
Loss on repurchase of Notes	—		—		—		—		8		—		—		8
Undistributed income (loss) of unconsolidated subsidiaries(2)	134		(15)		(188)		(69)		297		(15)		(311)		(29)
Other non-cash items	124		72		—		196		92		34		—		126
Changes in operating assets and liabilities:
Provisions	190		(1)		—		189		98		(5)		—		93
Deferred income taxes	38		(88)		—		(50)		(250)		(23)		—		(273)
Trade and financing receivables related to sales, net(3)	103		(2,551)		1		(2,447)		9		184		(2)		191
Inventories, net	(690)		539		—		(151)		(1,014)		459		—		(555)
Trade payables(3)	111		9		5		125		728		16		(6)		738
Other assets and liabilities(3)	5		233		(6)		232		536		17		8		561
Cash flow from operating activities discontinued operation	—		—		—		—		856		31		(3)		884
Net cash provided by operating activities	$	2,005	$	(1,260)	$	(188)	$	557	$	3,107	$	1,289	$	(314)	$	4,082
Investing activities:
Additions to retail receivables	—		(5,971)		—		(5,971)		—		(5,328)		—		(5,328)
Collections of retail receivables	—		4,360		—		4,360		—		4,338		—		4,338
Proceeds from sale of assets, net of assets sold under operating leases and assets sold under buy-back commitments	97		—		—		97		11		—		—		11
Expenditures for property, plant and equipment and intangible assets, net of assets under operating lease and sold under buy-back commitments	(456)		(5)		—		(461)		(360)		(5)		—		(365)
Expenditures for assets under operating lease and assets sold under buy-back commitments	(21)		(517)		—		(538)		(19)		(537)		—		(556)
Other(4)	(1,273)		739		38		(496)		(2,979)		299		10		(2,670)
Cash flow from investing activities discontinued operation	$	—	$	—	$	—	$	—	$	(523)	$	87	$	5	$	(431)
Net cash used in investing activities	$	(1,653)	$	(1,394)	$	38	$	(3,009)	$	(3,870)	$	(1,146)	$	15	$	(5,001)
Financing activities:
Proceeds from long-term debt	—		11,183		—		11,183		60		7,928		—		7,988
Payments of long-term debt	(95)		(9,128)		—		(9,223)		(1,405)		(7,683)		—		(9,088)
Net increase (decrease) in other financial liabilities	(20)		600		—		580		(96)		(15)		—		(111)
Dividends paid(2)	(423)		(188)		188		(423)		(188)		(314)		314		(188)
Other(4)	(153)		38		(38)		(153)		—		15		(15)		—
Cash flow from financing activities discontinued operation	$	—	$	—	$	—	$	—	$	(16)	$	(30)	$	—	$	(46)
Net cash provided by (used in) financing activities	$	(691)	$	2,505	$	150	$	1,964	$	(1,645)	$	(99)	$	299	$	(1,445)
Effect of foreign exchange rate changes on cash and cash equivalents	(215)		(13)		—		(228)		(372)		(31)		—		(403)
Increase (decrease) in cash and cash equivalents and restricted cash	$	(554)	$	(162)	$	—	$	(716)	$	(2,780)	$	13	$	—	$	(2,767)
Cash and cash equivalents and restricted cash, beginning of year	4,514		1,331		—		5,845		8,116		1,513		—		9,629
Cash and cash equivalents and restricted cash, end of year	$	3,960	$	1,169	$	—	$	5,129	$	5,336	$	1,526	$	—	$	6,862
Cash and cash equivalents, end of period, discontinued operation	$	0	$	0	$	—	$	—	$	822	$	195	$	—	$	1,017
Cash and cash equivalents, end of period, continuing Operations	$	3,960	$	1,169	$	—	$	5,129	$	4,514	$	1,331	$	—	$	5,845

(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.

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(2) This item includes the elimination of dividends from Financial Services to Industrial Activities, which are included in Industrial Activities net cash provided by operating activities, net of the elimination of paid in capital from Industrial Activities to Financial Services.

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

(4) This item includes the elimination of paid in capital from Industrial Activities to Financial Services.

Liquidity and Capital Resources

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 Industrial, focusing on cash preservation and leveraging its good access to funding, continues to maintain solid financial strength and liquidity.

Capital Resources

The cash flows, funding requirements and liquidity of CNH Industrial are managed on a standard and centralized basis. This centralized system is designed to optimize the efficiency and effectiveness of our management of capital resources.

Our subsidiaries participate in a company-wide cash management system, which we operate in a number of jurisdictions. Under this system, the cash balances of our subsidiaries are aggregated at the end of each business day to central pooling accounts. The centralized treasury management offers financial and systems expertise in managing these accounts, as well as providing related services and consulting to our business segments.

Our policy is to keep a high degree of flexibility with our funding and investment options in order to maintain our desired level of liquidity to achieve our rating targets while improving the Company’s capital structure over time. In managing our liquidity requirements, we are pursuing a financing strategy that aims at extending over time our Industrial Activities debt profile by issuing long-term bonds and retiring short-term debt through opportunistic transactions, deleveraging our Industrial Activities balance sheet by reducing gross debt, and diversifying funding sources.

A summary of our strategy is set forth below:

•Industrial Activities sells certain of its receivables to Financial Services and relies on internal cash flows including managing working capital to fund its near-term financing requirements. We will also supplement our short-term financing by drawing on existing or new facilities with banks.

•To the extent funding needs of Industrial Activities are determined to be of a longer-term nature, we will access public debt markets as well as private investors and banks, as appropriate, to refinance borrowings and replenish our liquidity.

•Financial Services’ funding strategy is to maintain a sufficient level of liquidity and flexible access to a wide variety of financial instruments. While we expect securitizations and sale of receivables (factoring) to continue to represent a material portion of our capital structure and intersegment borrowings to remain a marginal source of funding, we will continue to diversify our funding sources and expand our investor base within Financial Services to support our investment grade credit ratings. These diversified funding sources include committed asset-backed facilities, unsecured notes, bank facilities and, in an effort to further diversify funding sources and reduce the average cost of funding, Financial Services has implemented commercial paper programs in the U.S..

On a global level, we will continue to evaluate alternatives to ensure that Financial Services has access to capital on favorable terms to support its business, including agreements with global or regional partners, new funding arrangements or a combination of the foregoing. Our access to external sources of financing, as well as the cost of financing, is dependent on various factors, including our credit ratings.

On January 4, 2022 Fitch Ratings raised its Long-Term Issuer Default Rating ("IDR") on CNH Industrial N.V. to ‘BBB+’ from ‘BBB-’. Fitch also upgraded CNH Industrial Finance Europe S.A.’s senior unsecured rating to ‘BBB+’ from ‘BBB-’. The Outlook is stable. On January 7, 2022, Fitch upgraded the Long-Term IDR and senior long-term debt ratings of CNH Industrial Capital LLC and CNH Industrial Capital Canada Ltd. to 'BBB+' from 'BBB-'. The outlook is stable. Fitch has also upgraded CNH Industrial Capital LLC's short-term IDR and commercial paper ratings to 'F2' from 'F3'.

On February 25, 2022, Moody's upgraded the senior unsecured ratings of CNH Industrial N.V. and its supported subsidiaries including CNH Industrial Capital LLC, CNH Industrial Finance Europe S.A., CNH Industrial Capital Australia Pty. Ltd. and CNH Industrial Capital Canada Ltd. to Baa2 from Baa3. At the same time, Moody's withdrew CNH Industrial Finance Europe S.A. short term rating

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of (P)P-3. The rating outlook is stable. Our long-term credit ratings remained unchanged at "BBB" from Standard & Poor's Global Ratings with stable outlook.

Current ratings for the Company are as follows:

	CNH Industrial N.V.			CNH Industrial Capital LLC
	Long-Term	Short-Term	Outlook	Senior Long-Term	Short-Term	Outlook
S&P Global Ratings	BBB	A-2	Stable	BBB	A-2	Stable
Fitch Ratings	BBB+	-	Stable	BBB+	F2	Stable
Moody’s Investors Service	Baa2	-	Stable	Baa2	-	Stable

(1) Includes treasury subsidiary, CNH Industrial Finance Europe S.A.

The Company’s debt is investment grade, which the Company believes will allow it to access funding at better rates.

A credit rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. A deterioration in our ratings could impair our ability to obtain debt financing and would increase the cost of such financing. Ratings are influenced by a number of factors, including, among others: financial leverage on an absolute basis or relative to peers, the composition of the balance sheet and/or capital structure, material changes in earnings trends and volatility, ability to dividend monies from subsidiaries and our competitive position. Material deterioration in any one, or a combination, of these factors could result in a downgrade of our ratings, thus increasing the cost, and limiting the availability, of financing.

Consolidated Debt

As of December 31, 2022, and 2021, our consolidated Debt was as detailed in the table below:

	Consolidated				Industrial Activities				Financial Services
	2022		2021		2022		2021		2022		2021
	(in millions)
Total Debt	$	23,118	$	21,399	$	4,977	$	5,819	$	19,092	$	15,911

We believe that Net Cash/(Debt), a non-GAAP financial measure as defined in the section "Alternative performance measures (or “Non-GAAP financial measures”)", of section "General" above, is a useful analytical metric for measuring our effective borrowing requirements. We provide a separate analysis of Net Cash/(Debt) of Industrial Activities and Net (Cash)/Debt of Financial Services to reflect the different cash flow management practices in the two activities. Industrial Activities reflects the consolidation of all majority-owned subsidiaries, including those performing centralized treasury activities, except for Financial Services subsidiaries. Financial Services reflects the consolidation of the Financial Services’ businesses.

The calculation of Net Cash/(Debt) has of December 31, 2022 and 2021 and the reconciliation of Total Debt, the U.S. GAAP financial measure that we believe to be most directly comparable, to Net Debt/Cash, are shown below:

 

	Consolidated				Industrial Activities				Financial Services
	2022		2021		2022		2021		2022		2021
	(in millions)
Third party (debt)	$	(22,962)	$	(20,897)	$	(4,909)	$	(5,335)	$	(18,053)	$	(15,562)
Intersegment notes payable	—		—		(63)		(150)		(888)		(181)
Payable to Iveco Group N.V.(4)	$	(156)	$	(3,986)	$	(5)	$	(3,764)	$	(151)	$	(222)
Total Debt (1)	$	(23,118)	$	(24,883)	$	(4,977)	$	(9,249)	$	(19,092)	$	(15,965)
Less:
Cash and cash equivalents	4,376		5,044		3,802		4,386		574		658
Restricted cash	753		801		158		128		595		673
Intersegment notes receivables	—		—		888		181		63		150
Receivables from Iveco Group N.V.(4)	298		3,484		234		3,430		64		54
Other current financial assets (2)	300		1		300		1		—		—
Derivatives hedging debt	(43)		(3)		(43)		(3)		—		—
Net Cash/(Debt) (3)	$	(17,434)	$	(15,556)	$	362	$	(1,126)	$	(17,796)	$	(14,430)

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(1)    Total (Debt) of Industrial Activities includes Intersegment notes payable to Financial Services of $63 million and $150 million at December 31, 2022 and 2021, respectively. Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $888 million and $181 million at December 31, 2022 and 2021, respectively.

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

(3)    The net intersegment receivable/(payable) balance owed by Financial Services relating to Industrial Activities was $(825) million and $(31) million as of December 31, 2022 and 2021, respectively.

(4)    For December 31, 2021, this item is shown net on the CNH Industrial balance sheet.

Excluding positive exchange rate differences effect of $367 million, Net Debt at December 31, 2022 increased by $2,245 million compared to December 31, 2021, mainly due to the increase in portfolio receivables of Financial Services for $4,090 million, dividend cash-out of $412 million, Treasury shares buy-back acquisition of $153 million, partially offset by Free Cash Flow generation from Industrial Activities of $1,596 million, $350 million related to the sale of Raven Engineered Films Division, and Financial Services operating cash generation (net of portfolio growth).

Cash Flow Analysis

For the year ended December 31, 2022, Cash and cash equivalents and Restricted cash combined were $5,129 million, a decrease of $716 million from December 31, 2021, primarily due to increase of receivables portfolio of Financial Services by $4,090 million, payment of a dividend of $412 million, acquisition of treasury shares buy-back of $153 million and payment to Iveco Group of $502 million mainly related to the net debt outstanding at December 31, 2021, partially offset by operating cash generation of Industrial Activities, proceeds from the sale of Raven Engineered Films Division for $350 million, and new funding transactions.

At December 31, 2022, Cash and cash equivalents and Restricted cash were $4,376 million ($5,044 million at December 31, 2021) and $753 million ($801 million at December 31, 2021), respectively. Undrawn medium-term unsecured committed facilities were $5,061 million ($5,177 million at December 31, 2021) and other current financial assets were $300 million ($1 million at December 31, 2021). At December 31, 2022, the aggregate of Cash and cash equivalents, Restricted cash, undrawn committed facilities and other current financial assets, which we consider to constitute our principal liquid assets (or "available liquidity"), totaled $10,632 million ($10,521 million at December 31, 2021). At December 31, 2022, this amount also included $142 million net financial receivables from Iveco Group ($502 million net financial payables at December 31, 2021) consisting of net financial receivables mainly towards Financial Services of Iveco Group due to certain day to day transactions linked to purchase of receivables by our financial services organization which avails itself of the services of Iveco Capital Financial Services in Europe. At December 31, 2021, the net financial payables amount was mainly due to cash balances deposited by Iveco Group legal entities with CNH Industrial's central treasury, including cash management and /or cash pooling arrangements.

The following table summarizes the changes to cash flows from operating, investing, and financing activities for each of the years ended December 31, 2022, 2021, and 2020.

	2022		2021		2020
	(in millions)
Cash provided by (used in):
Operating activities	$	557	$	4,082	$	5,529
Investing activities	(3,009)		(5,001)		(2,750)
Financing activities	1,964		(1,445)		659
Translation exchange differences	(228)		(403)		418
Net increase (decrease) in cash and cash equivalents	$	(716)	$	(2,767)	$	3,856

Net Cash from Operating Activities

Cash provided by operating activities in 2022 totaled $557 million and comprised the following elements:

•$2,039 million net income;

•plus $535 million in non-cash charges for depreciation and amortization ($327 million excluding equipment on operating leases)

•plus change in provisions of $189 million

•plus $196 million in Other non-cash items primarily due to share based payments and write downs of assets under operating leases

•less deferred tax income of $50 million

•less $2,241 million change in working capital.

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In 2021, cash provided by operating activities of continuing operations during the year was $3,198 million primarily as a result of an increase of $935 million related to working capital improvements, $537 million in non-cash charges for depreciation, and $126 million in Other non-cash items.

In 2020, cash provided by operating activities of continuing operations during the year was $4,188 million primarily as a result of an increase of $2,998 million related to working capital improvements, $538 million in non-cash charges for depreciation, a goodwill impairment charge of $585 million and and $498 million in Other non-cash items.

Net Cash from Investing Activities

In 2022, cash used in investing activities was $3,009 million. Expenditures included assets under operating leases ($538 million), expenditures for Property, Plant, and Equipment and intangible assets ($461 million), and net additions to retail receivables ($1,611 million).

In 2021, cash used in investing activities of continuing operations totaled $4,570 million. Expenditures included assets under operating leases ($556 million), expenditures for Property, Plant, and Equipment and intangible assets ($365 million), net additions to retail receivables ($990 million), the cash out of $2,246 million for the acquisition of the 100% interest in Raven Industries, Inc., and $86 million to acquire 90% interest in Sampierana.

In 2020, cash used in investing activities of continuing operations totaled $1,955 million. Expenditures on tangible and intangible assets totaled $846 million. Excluding investments for our long-term rental operations, investments amounted to $232 million in 2020. Net collections of receivables from retail financing activities amounted to $495 million.

The following table summarizes our investments in tangible assets by segment and investments in intangible assets for each of the years ended December 31, 2022, 2021, and 2020:

	2022		2021		2020
	(in millions)
Agriculture	$	282	$	209	$	112
Construction	48		36		25
Total Industrial Activities in tangible assets	$	330	$	245	$	137
Industrial Activities investments in intangible assets	126		115		92
Total Industrial Activities capital expenditures	$	456	$	360	$	229
Financial Services investments in tangible assets	—		—		—
Financial Services investments in intangible assets	5		5		3
Total Capital expenditures	$	461	$	365	$	232

We incurred these capital expenditures principally related to initiatives to introduce new products, enhance manufacturing efficiency and increase capacity, and for maintenance and engineering. Capital expenditures were higher than 2021 due to higher investments in new product introductions and technology.

Net Cash from Financing Activities

In 2022, cash provided by financing activities totaled $1,964 million, primarily due to increase in debt, mainly due to increase in receivables portfolio of Financial Services, dividends paid and Treasury shares buy-back.

In 2021, cash used by financing activities of continuing operations totaled $1,399 million, primarily due to changes in debt and financial liabilities and the reinstatement of dividends paid after suspension in 2020.

In 2020, cash provided by financing activities of continuing operations totaled $1,066 million, mainly attributable to a net increase in third party debt (net of repurchase of notes).

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The following table shows the change in Net Cash (Debt) of Industrial Activities for 2022 and 2021:

(in millions)	2022		2021
Net Cash (Debt) of Industrial Activities at beginning of year	$	(1,126)	$	(893)
Adjusted EBIT of Industrial Activities	2,433		1,763
Depreciation and amortization	325		293
Depreciation of assets under operating leases and assets sold with buy-back commitments	6		2
Cash interest and taxes	(646)		(376)
Changes in provisions and similar(1)	395		395
Change in working capital	(510)		248
Investments in property, plant and equipment, and intangible assets	(456)		(360)
Other changes	49		(37)
Free Cash Flow of Industrial Activities	1,596		1,928
Capital increases and dividends(2)	(576)		(188)
Currency translation differences and other(3)	468		(1,973)
Change in Net Cash (Debt) of Industrial Activities	1,488		(233)
Net Cash/(Debt) of Industrial Activities at end of year	$	362	$	(1,126)

(1) Including other cash flow items related to operating lease.

(2) In the year ended December 31, 2022, this item also includes share buy-back transactions.

(3) In the year ended December 31, 2022 this item also includes the proceed of Raven Engineered Films Division for $350 million. In the year ended December 31, 2021, this item includes the cash out of $2,246 million for the acquisition of the 100% interest in Raven and $86 million for the acquisition of the 90% interest in Sampierana, as well as the charge of $8 million related to the repurchase of notes.

For the year ended December 31, 2022, the Free Cash Flow of Industrial Activities was a $1,596 million primarily due to the strong performance of the segments, partially offset by an increase in working capital exacerbated by supply chain disruptions in the latter part of the year.

The reconciliation of Free Cash Flow of Industrial Activities to Net cash provided by/(used in) Operating Activities, the U.S. GAAP financial measure that we believe to be most directly comparable, for the years ended December 31, 2022 and 2021, is shown below:

(in millions)	2022		2021
Net cash provided by/(used in) Operating Activities	$	557	$	3,198
Less: Cash flows from Operating Activities of Financial Services net of Eliminations	1,448		(947)
Change in derivatives hedging debt of Industrial Activities	19		93
Investments in assets sold under buy-back commitments and operating lease assets of Industrial Activities	(21)		(19)
Investments in property plant and equipment, and intangible assets of Industrial Activities	(456)		(360)
Other changes (1)	49		(37)
Free Cash Flow of Industrial Activities	$	1,596	$	1,928

(1) This item primarily includes change in financial receivables and capital increases in intersegment investments.

The non-GAAP financial measures (Net Cash/(Debt) and Free Cash Flow of Industrial Activities), as defined in the section “Non-GAAP financial measures" above, used in this section, should neither be considered as a substitute for, nor superior to, measures of financial performance prepared in accordance with U.S. GAAP. In addition, this non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies.

Industrial Activities

Capital Markets

At December 31, 2022, we had an aggregate amount of $8.9 billion in bonds outstanding, of which $4.8 billion was issued by Industrial Activities.

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The capital markets debt of Industrial Activities mainly related to notes issued under the Euro Medium Term Note Programme (and the notes issued under its predecessor, the Global Medium Term Notes Programme), and senior unsecured debt securities issued by CNH Industrial N.V. described below.

Euro Medium Term Note ("EMTN") Programme. We have a medium-term note programme allowing for the placement of debt securities up to a total authorized amount of €10 billion ($11 billion). At December 31, 2022, €3,569 million ($3,806 million) was outstanding under the programme, all such debt having been issued by CNH Industrial Finance Europe S.A. and guaranteed by CNH Industrial N.V.

CNH Industrial N.V. Senior Notes. In the United States, CNH Industrial N.V has issued notes from time to time. In 2016, CNH Industrial N.V. issued $600 million of notes at an interest rate of 4.50% due August 2023 (the “2023 Notes”) at an issue price of 100 percent of their principal amount, and, 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 2023 Notes and the 2027 Notes are collectively 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. as issuer and, in certain cases, as guarantor and CNH Industrial Finance Europe S.A. as issuer, including: (i) a negative pledge provision which requires that, if any security interest over assets of the issuer or the guarantor is granted in connection with debt that is, or is capable of being, listed or any guarantee is granted in connection with such debt, such security or guarantee must be equally and ratably extended to the outstanding notes; (ii) a status (or pari passu) covenant, under which the notes rank and will rank pari passu with all other present and future outstanding unsubordinated and unsecured obligations of the issuer and/or the guarantor (subject to mandatorily preferred obligations under applicable laws); (iii) an events of default provision setting out certain customary events (such as cross defaults, insolvency related events, etc.) the occurrence of which entitles the holders of the outstanding notes to accelerate the repayment of the notes; (iv) change of control provisions which, when combined with a rating downgrade of CNH Industrial N.V., grant the note holders the right to require immediate repayment of the notes; and (v) other clauses that are generally applicable to securities of a similar type. A breach of these obligations may require the early repayment of the notes. At December 31, 2022, CNH Industrial was in compliance with the covenants of the notes issued under the EMTN (and its predecessor the Global Medium Term Notes Programme) and the CNH Industrial N.V. Senior Notes.

CNH Industrial intends to repay the issued bonds in cash at the due date by utilizing available liquid resources. In addition, CNH Industrial may from time to time buy-back or enforce the available call options of issued bonds. Such buy-backs, if made, depend upon market conditions, the financial situation of CNH Industrial and other factors which could affect such decisions.

Bank Debt

At December 31, 2022, Industrial Activities available committed unsecured facilities expiring after twelve months amounted to $4.5 billion ($4.5 billion at December 31, 2021).

Euro 4 billion Revolving Credit Facility. In March 2019, the Company signed a five-year committed revolving credit facility for €4 billion ($4.5 billion at March 31, 2019 exchange rate) due to mature in 2024 with two extension options of 1-year each, exercisable on the first and second anniversary of the signing date. CNH Industrial exercised the first of the two extension options as of February 28, 2020 and the second extension option as of February 26, 2021. The facility is now due to mature in March 2026 for €3,950.5 million; €49.5 million within the facility will mature in March 2025. The credit facility replaced a five-year €1.75 billion credit facility scheduled to mature in 2021 and includes:

•customary covenants (including a negative pledge, a status (or pari passu) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries);

•customary events of default (some of which are subject to minimum thresholds and customary mitigants), including cross-default 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 CNH Industrial or the borrower;

•a financial covenant (Net debt/EBITDA ratio relating to Industrial Activities) (this covenant is not applicable given the current ratings levels).

CNH Industrial N.V. has guaranteed any borrowings under the revolving credit facility with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America Inc.). At December 31, 2022, CNH Industrial was in compliance with the covenants of the Revolving Credit Facility.

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Financial Services

Total debt of Financial Services was $19.1 billion at December 31, 2022, compared to $16.0 billion at December 31, 2021.

Bank Debt

At December 31, 2022, Financial Services' available committed, unsecured facilities expiring after twelve months amounted to $0.6 billion ($0.7 billion at December 31, 2021).

Asset-Backed Financing

At December 31, 2022, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to $2.9 billion ($3.0 billion at December 31, 2021), of which $2.1 billion was utilized at December 31, 2022 ($2.0 billion at December 31, 2021).

We sell certain of our financial receivables to third parties in order to improve liquidity, to take advantage of market opportunities and, in certain circumstances, to reduce credit and concentration risk in accordance with our risk management objectives.

The sale of financial receivables is executed primarily through ABS transactions and involves retail notes and wholesale receivables originated to our Financial Services subsidiaries from end-use customers and dealers, respectively.

At December 31, 2022, our receivables from financing activities included receivables sold and financed through both ABS and factoring transactions of $12.6 billion ($10.3 billion at December 31, 2021), which do not meet derecognition requirements and therefore are recorded on our consolidated statement of financial position. These receivables are recognized as such in our financial statements even though they have been legally sold; a corresponding financial liability is recorded in the consolidated statement of financial position as debt (see "Note 4: Receivables").

Capital Markets

In May 2021, CNH Industrial Capital LLC issued $600 million of 1.45% notes due in 2026 at an issue price of 99.208% of their principal amount.

In July 2021, CNH Industrial Capital Australia Pty. Limited issued AUD 200 million of 1.75% notes due in 2024 at an issue price of 99.863% of their principal amount.

In September 2021, CNH Industrial Capital Australia Pty. Limited issued AUD 50 million of 1.750% notes due in 2024 at an issue price of 101.069% of their principal amount. This issue is a private placement.

In September 2021, CNH Industrial Capital Canada Ltd issued CAD 300 million of 1.500% notes due in 2024 at an issue price of 99.936% of their principal amount.

In April 2022, Banco CNH Industrial Capital S.A. issued BRL 600 million of notes in two tranches: BRL 177 million at CDI + 0.90%, due in 2024 and BRL 423 million at CDI +1.10%, due in 2025.

In May 2022, Banco CNH Industrial Capital S.A. issued BRL 350 million of notes at CDI +1.10%, due in 2025, through a private placement.

In May 2022, CNH Industrial Capital LLC issued $500 million of 3.95% notes due in 2025 at an issue price of 99.469% of their principal amount.

In September 2022, Banco CNH Industrial Capital S.A. issued BRL 700 million of notes in three tranches: BRL 268 million at CDI + 0.90%, due in 2024; BRL 193 million at CDI +1.05%, due in 2025; and BRL 239 million at CDI +1.30%, due in 2026.

In October 2022, CNH Industrial Capital LLC issued $400 million of 5.45% notes due in 2025 at an issue price of 99.349% of their principal amount.

In October 2022, CNH Industrial Capital Argentina issued USD 23 million of 0% notes due in 2025. This was a voluntary exchange offer for the outstanding USD-linked Series 1 notes issued in 2020 due August 2023.

In November 2022, Banco CNH Industrial Capital S.A. issued BRL 22 million of notes at CDI + 1.05%, due in 2025, through a private placement.

In December 2022, Banco CNH Industrial Capital S.A. issued BRL 190 million of notes at CDI + 0.85%, due in 2024, through a private placement.

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Commercial Paper Programs

With the purpose of further diversifying its funding structure, CNH Industrial has established various commercial paper programs. CNH Industrial Capital LLC outstanding commercial paper totaled $299 million as of December 31, 2022 (no outstanding at December 31, 2021).

Banco CNH Industrial S.A. outstanding commercial paper totaled $209 million as of December 31, 2022 ($90 million outstanding at December 31, 2021)

Support Agreement in the Interest of CNH Industrial Capital LLC

CNH Industrial Capital LLC benefits from a support agreement issued by CNH Industrial N.V., pursuant to which CNH Industrial N.V. agrees to, among other things, (a) make cash capital contributions to CNH Industrial Capital LLC, to the extent necessary to cause its ratio of net earnings available for fixed charges to fixed charges to be not less than 1.05:1.0 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordance with U.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as a whole), (b) generally maintain an ownership of at least 51% of the voting equity interests in CNH Industrial Capital LLC and (c) cause CNH Industrial Capital LLC to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million. The support agreement is not intended to be, and is not, a guarantee by CNH Industrial N.V. of the indebtedness or other obligations of CNH Industrial Capital LLC. The obligations of CNH Industrial N.V. to CNH Industrial Capital LLC pursuant to this support agreement are to the company only and do not run to, and are not enforceable directly by, any creditor of CNH Industrial Capital LLC, including holders of the CNH Industrial Capital LLC’s notes or the trustee under the indenture governing the notes. The support agreement may be modified, amended or terminated, at CNH Industrial N.V.’s election, upon thirty days’ prior written notice to CNH Industrial Capital LLC and the rating agencies of CNH Industrial Capital LLC, if (a) the modification, amendment or termination would not result in a downgrade of CNH Industrial Capital LLC rated indebtedness; (b) the modification, amendment or notice of termination provides that the support agreement will continue in effect with respect to the company’s rated indebtedness then outstanding; or (c) CNH Industrial Capital LLC has no long-term rated indebtedness outstanding.

For more information on our outstanding indebtedness, see “Note 10: Debt” to our consolidated financial statements for the year ended December 31, 2022.

Future Liquidity

We have adopted formal policies and decision-making processes designed to optimize the allocation of funds, cash management processes and financial risk management. Our liquidity needs could increase in the event of an extended economic slowdown or recession that would reduce our cash flow from operations and impair the ability of our dealers and retail customers to meet their payment obligations. Any reduction of our credit ratings would increase our cost of funding and potentially limit our access to the capital markets and other sources of financing.

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 December 31, 2022, we had available committed, unsecured facilities expiring after twelve months of $5.1 billion ($5.2 billion at December 31, 2021).

Financial Services securitized debt is repaid with the cash generated by the underlying amortizing receivables. Accordingly, additional liquidity is not normally necessary for the repayment of such debt. Financial Services has traditionally relied upon the term ABS market and committed asset-backed facilities as a primary source of funding and liquidity. At December 31, 2022, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to to $2.9 billion ($3.0 billion at December 31, 2021), of which $2.1 billion was utilized at December 31, 2022 ($1.0 billion at December 31, 2021).

If Financial Services were unable to obtain ABS funding at competitive rates and at the same time were unable to access other sources of finding at similar conditions, its ability to conduct its financial services activities would be limited.

Pension and Other Postemployment Benefits

Pension Plans

Pension plan obligations primarily comprise the obligations of our pension plans in the United States, the U.K. and Germany.

Under these plans, contributions are made to a separate fund (trust) which independently administers the plan assets. Our funding policy is to contribute amounts to the plan equal to the amounts required to satisfy the minimum funding requirements pursuant to the laws of the applicable jurisdictions. The significant pension plans that we are required to fund are in the United Sates and the U.K. In addition, we make discretionary contributions in addition to the funding requirements. To the extent that a fund is overfunded, we are

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not required to make further contributions to the plan in respect of minimum performance requirements so long as the fund is in surplus.

The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations. Typically, less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding inflation. More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility. Risk management practices include the use of multiple asset classes and investment managers within each asset class for diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored.

At December 31, 2022 and 2021, the difference between the present value of the pension plan obligations and the fair value of the related plan assets was a deficit of $196 million and $369 million, respectively. In 2022, we contributed $46 million to the plan assets and made direct benefit payments of $12 million for our pension plans. Our expected total contribution to pension plan assets and direct benefit payments is estimated to be $48 million for 2023.

Healthcare Plans

Healthcare postretirement benefit plan obligations comprise obligations for healthcare and insurance plans granted to our employees working in the United States and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least 10 years of employment. United States salaried and non-represented hourly employees and Canadian employees hired after January 1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under our plans. These plans are not required to be funded. Beginning in 2007, we made contributions on a voluntary basis to a separate and independently managed fund established to finance the North America healthcare plans.

At December 31, 2022 and 2021, the difference between the present value of the healthcare plan obligations and the fair value of the related plan assets was a deficit of $123 million and $151 million, respectively. In 2022, we did not contribute to the plan assets and made direct benefit payments for healthcare plans of $14 million and we expect to make direct benefit payments of $15 million in 2023.

Other Postemployment Benefits

Other postemployment benefits consist of benefits for Italian Employee Leaving Entitlements up to December 31, 2006, loyalty bonus in Italy and various other similar plans in France, Germany and Belgium. Until December 31, 2006, Italian companies with more than 50 employees were required to accrue for benefits paid to employees upon them leaving the company. The scheme has since changed to a defined contribution plan. The obligation on our consolidated balance sheet represents the residual reserve for years until December 31, 2006. Loyalty bonuses are accrued for employees who have reached certain service seniority and are generally settled when employees leave the company. These plans are not required to be funded and, therefore, have no plan assets.

At December 31, 2022 and 2021, the present value of the obligation for other postemployment benefits amounted to $89 million and $113 million, respectively.

In 2022, we made direct benefit payments of $7 million for other postemployment benefits and expect to make direct benefit payments of $7 million in 2023.

For further information on pension and other postemployment benefits, see “Note 12: Employee Benefit Plans and Postretirement Benefits” to our consolidated financial statements for the year ended December 31, 2022.

Off-Balance Sheet Arrangements

We use certain off-balance sheet arrangements with unconsolidated third parties in the ordinary course of business, including financial guarantees. Our arrangements are described in more detail below. For additional information, see “Note 14: Commitments and Contingencies” to our consolidated financial statements for the year ended December 31, 2022.

Financial Guarantees

Our financial guarantees require us to make contingent payments upon the occurrence of certain events or changes in an underlying instrument that is related to an asset, a liability or the equity of the guaranteed party. These guarantees include arrangements that are direct obligations, giving the party receiving the guarantee a direct claim against us, as well as indirect obligations, under which we have agreed to provide the funds necessary for another party to satisfy an obligation.

CNH Industrial provided guarantees on the debt or commitments of third parties and performance guarantees in the interest of non-consolidated affiliates totaling $19 million as of December 31, 2022.

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Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and commercial commitments with definitive payment terms that will require significant cash outlays in the future, as of December 31, 2022:

	Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(in millions)
Contractual Obligations(1)
Debt obligations(2)
Bonds	$	8,882	$	1,625	$	3,812	$	2,780	$	665
Borrowings from banks	3,072		1,398		796		436		442
Asset-backed financing	9,751		5,697		2,953		1,077		24
Other debt	1,413		1,024		248		138		3
Operating lease obligations	259		63		83		54		59
Purchase obligations	77		77		—		—		—
Total	$	23,454	$	9,884	$	7,892	$	4,485	$	1,193

(1)Reserves for uncertain tax positions are not included within this table as the timing and ultimate uncertainty of settlement with the relevant taxing authorities is not known.

(2)Amounts presented exclude the related interest expense that will be paid when due. The table above does not include obligations for pensions, post-retirement benefits and health care plans. Our best estimate of expected contributions including direct benefit payment to be made by us in 2023 to pension plans, healthcare plans and other post-employment plans is $48 million, $15 million and $7 million, respectively. Potential outflows in the years after 2021 are subject to a number of uncertainties, including future asset performance and changes in assumptions, and therefore we are unable to make sufficiently reliable estimates of future contributions beyond 2022.

Debt Obligations

For information on our debt obligations, see “Capital Resources” above and “Note 10: Debt” to our consolidated financial statements for the year ended December 31, 2022. The amount reported as debt obligations in the table above consists of our bonds, borrowings from banks, asset-backed financing and other debt which reconciles in total to the amount in the December 31, 2022 consolidated balance sheet.

Operating Lease Obligations

Our operating leases consist mainly of leases for commercial and industrial properties used in carrying out our businesses. The amounts reported above under “Operating Lease Obligations” include the minimal rental and payment commitments due under such leases.

Purchase Obligations

Our purchase obligations at December 31, 2022, included the following:

•commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of approximately $77 million.

Critical Accounting Estimates

The financial statements included in this annual report and related disclosures have been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and related assumptions are based on available information at the date of preparation of the financial statements, historical experience and other relevant factors. Actual results may differ from the estimates.

Particularly in light of the current economic uncertainty, developments may occur which may differ from our estimates and assumptions, and therefore might require significant adjustments to the carrying amounts of certain items, which as of the date of this annual report cannot be accurately estimated or predicted. The principal items affected by estimates are the allowances for doubtful accounts receivable and inventories, long-lived assets (tangible and intangible assets), the residual values of equipment leased out under operating lease arrangements or sold with buy-back commitments, sales allowances, product warranties, pension and other postemployment benefits, deferred tax assets and contingent liabilities.

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Estimates and assumptions are reviewed periodically and the effects of any changes are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgments and the key assumptions concerning the future that we have made in the process of applying our accounting policies and that may have the most significant effect on the amounts recognized in our consolidated financial statements included in this annual report or that represent a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Allowance for Doubtful Accounts

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

Retail receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

Trade and wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for trade and wholesale credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

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

Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected. Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

The total allowance for credit losses at December 31, 2022 and 2021 was $334 million and $285 million, respectively. Management’s ongoing evaluation of the adequacy of the allowance for credit losses takes into consideration historical loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of underlying collateral and current and future economic conditions.

While management believes it has exercised prudent judgment and applied reasonable assumptions, there can be no assurance that, in the future, changes in economic conditions or other factors will not cause changes in the financial condition of our customers. If the financial condition of some of our customers deteriorates, the timing and level of payments received could be impacted and, therefore, could result in an increase in losses on the current portfolio.

The assumptions used in evaluating the company’s exposure to credit losses involve estimates and significant judgment. While the company believes its allowance is sufficient to provide for losses over the life of its existing receivable portfolio, different assumptions or changes in economic conditions would result in changes to the allowance for credit losses. Historically, changes in economic conditions have had limited impact on credit losses within the company’s wholesale receivable portfolio. Within the retail customer receivables portfolio, credit loss estimates are dependent on a number of factors, including historical portfolio performance, current delinquency levels, and estimated recoveries on defaulted accounts. A hypothetical 10% increase in the quantitative loss rates would have resulted in an approximately $10 million increase to the allowance for credit losses at December 31, 2022.

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Allowance for Obsolete and Slow-moving Inventory

The allowance for obsolete and slow-moving inventory reflects our estimate of the expected loss in value, and has been determined on the basis of past experience and historical and expected future trends in the used equipment market. A worsening of the economic and financial situation could cause a further deterioration in conditions in the used equipment market compared to that taken into consideration in calculating the allowances recognized in the financial statements.

Recoverability of Long-lived Assets (including Goodwill)

Long-lived assets include property, plant and equipment, goodwill and other intangible assets such as patents and trademarks. We evaluate the recoverability of property, plant and equipment and finite-lived other intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. We assess the recoverability of property, plant and equipment and finite-lived other intangible assets by comparing the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable in full on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

We have identified three reporting units for the purpose of goodwill impairment testing: Agriculture, Construction, and Financial Services. Impairment testing for goodwill is done at a reporting unit level. Under the goodwill impairment test, CNH Industrial’s estimate of the fair value of the reporting unit is compared with its carrying value. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. CNH Industrial has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

Goodwill and indefinite-lived other intangible assets are tested for impairment at least annually. During the second quarter of 2020, the Company considered whether a quantitative interim assessment of goodwill for impairment was required as a result of the significant economic disruption caused by the COVID-19 pandemic. Based on the internal and external sources of information considered through June 30, 2020, including the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on each of the reporting units, industry and market considerations, overall financial performance (both current and projected), as well as the amount by which the fair value of the Company’s reporting units exceeded their respective carrying values at the date of the last quantitative assessment, the Company, as part of the qualitative assessment performed, determined these conditions indicated that it was more likely than not that the carrying value of the Construction reporting unit exceeded its fair value as of June 30, 2020. At June 30, 2020, CNH Industrial completed a quantitative impairment assessment for the Construction reporting unit which resulted in a fair value below carrying value. Based on the assessment, the Company recognized a goodwill impairment charge of $585 million for the Construction reporting unit.

In 2020, 2021 and 2022, we performed our annual impairment review as of December 31 and concluded that there was no impairment. We evaluate events and changes in circumstances to determine if additional testing may be required. For all reporting units, a 10% decrease in the estimated fair value would have had no effect on the carrying value of goodwill at the annual measurement date in 2022.

Residual Values of Assets Leased Out Under Operating Lease Arrangements

We record assets rented to customers or leased to them under operating leases as tangible assets. Income from such operating leases is recognized on a straight-line basis over the term of the lease. Depreciation expense for assets subject to operating leases is recognized on a straight-line basis over the lease term in amounts necessary to reduce the cost of an asset to its estimated residual value at the end of the lease term. The estimated residual value of leased assets is calculated at the lease commencement date on the basis of published industry information and historical experience.

Realization of the residual values is dependent on our future ability to market the assets under then-prevailing market conditions. We continually evaluate whether events and circumstances have occurred which impact the estimated residual values of the assets on operating leases. The used equipment market was carefully monitored throughout 2022 to ensure that write-downs, if any, were properly determined; however, additional write-downs may be required if market conditions should deteriorate.

Sales Allowances

The company provides sales incentives and allowances to dealers. At the time a sale to a dealer is recognized, the company records an estimate of the future sales incentive costs as a reduction of revenue. These incentives may be based on a dealer’s purchase volume, or on retail sales incentive programs and financing programs that will be due when the dealer sells the equipment to a retail customer. The estimated cost of these programs is based on historical data, announced and expected incentive programs, field inventory levels. The final cost of these programs is determined at the end of the measurement period for volume-based incentives or when the dealer sells the equipment to the retail customer. Changes in the mix and types of programs affect these estimates, which are reviewed quarterly. Actual cost differences from the original cost estimate are recognized in “Net sales. The total accruals recorded were $1,556

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million, $1,325 million, and $ 1,139 million in ”Other liabilities” on the Consolidated Balance Sheets at December 31, 2022, 2021, and 2020, respectively. The increase in each of 2022 and 2021 primarily resulted from higher retail demand.

Product Warranties

For most equipment and service parts sales, the company provides a standard warranty to provide assurance that the equipment will function as intended for a specified period of time. At the time a sale is recognized, the company records the estimated future warranty costs. The company determines its total warranty liability by applying historical claims rate experience to the estimated amount of equipment that has been sold to end-users and is still under warranty based on dealer inventories and retail sales. Variances in claims experience and the type of warranty programs affect these estimates, which are reviewed quarterly.

The product warranty accruals at December 31, 2022, 2021, and 2020 were $544 million, $526 million, and $507 million, respectively. The increase in each of 2022 and 2021 related to higher sales volume. Estimates used to determine the product warranty accruals are based on historical claims rate leveraging the last rolling 12 months and consideration of current quality developments.

Pension and Other Postemployment Benefits

As more fully described in “Note 12: Employee Benefit Plans and Postretirement Benefits” to our consolidated financial statements for the year ended December 31, 2022, we sponsor pension, healthcare and other postemployment plans in various countries. We actuarially determine the costs and obligations relating to such plans using several statistical and judgmental factors. These assumptions include discount rates, rates for expected returns on plan assets, rates for compensation increases, mortality rates, retirement rates, and healthcare cost trend rates, as determined by us within certain guidelines. To the extent actual experiences differ from our assumptions or our assumptions change, we may experience gains and losses that we have not yet recognized in our consolidated statements of operations but would be recognized in equity. For our pension and postemployment benefit plans, we recognize net gain or loss as a component of defined benefit plan cost for the year if, as of the beginning of the year, such unrecognized net gain or loss exceeds 10% of the greater of (1) the projected benefit obligation or (2) the fair market value of the plan assets at year end. In such case, the amount of amortization we recognize is the resulting excess divided by the average remaining service period of active employees, and by the average life expectancy for inactive employees expected to receive benefits under the plan.

CNH Industrial reviews annually the mortality assumptions and demographic characteristics of its U.S. pension and healthcare plans participants. Subsequent to the Benefits Modification to the US Healthcare plan on April 16, 2018, the Company decided to change the base mortality table for the US Healthcare plan from the variants of blue-collar tables of RPH-2014 (with MP-2014 removed) to a no-collar variant. In addition, in 2018, CNH Industrial adopted the MP-2018 mortality improvement scale, which better reflected the actual recent experience over the previous mortality improvement scales.

In 2021, the Company adopted the updated mortality improvement scale issued by the SOA ("MP-2021"). The adoption of the new mortality assumptions resulted in a total increase of $1.3 million to the Company’s benefit obligations at December 31, 2021, of which $0.5 million and $0.8 million were related to pension plans and healthcare plans, respectively.

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The following table shows the effects of a one percentage-point change in our primary actuarial assumptions on pension, healthcare and other postemployment benefit obligations and expense:

	2023 Benefit Cost				Year End Benefit Obligation
	One Percentage-Point Increase		One Percentage-Point Decrease		One Percentage-Point Increase		One Percentage-Point Decrease
	(in millions)
Pension benefits:
Assumed discount rate	$	(5)	$	5	$	(119)	$	145
Expected long-term rate of return on plan assets	$	(10)	$	10	$	—	$	—
Healthcare benefits:
Assumed discount rate	$	1	$	—	$	(8)	$	9
Assumed health care cost trend rate (initial and ultimate)	$	—	$	—	$	8	$	(7)
Other benefits:
Assumed discount rate	$	—	$	—	$	(7)	$	8

Realization of Deferred Tax Assets

At December 31, 2022, we had net deferred tax asset on temporary differences, including tax attributes, of $1.0 billion, of which $0.3 billion are not recognized in the financial statements. The corresponding totals at December 31, 2021, were $1.0 billion and $0.5 billion, respectively.

We have recognized deferred tax assets we believe are more likely than not to be realized. The determination to record a valuation allowance requires significant judgement and is based on an assessment of positive and negative evidence, whereby objectively verifiable evidence takes precedence over other forms of evidence. In our assessments, we consider actual and forecasted results, the potential to carryback net operating losses and credits, the future reversal of certain taxable temporary differences, and tax planning strategies. We also consider risk factors, including, but not limited to, the economic conditions in the countries and, in some cases, regions in which we have significant operations as those conditions would generally impact our ability to generate taxable income in specific jurisdictions. It is reasonably possible the Company's recognition of deferred tax assets could change during 2023. Such changes could materially impact the Company's financial results.

During the fourth quarter of 2022, we recognized substantially all the deferred tax assets related to our agricultural and construction equipment operations in Italy, resulting in a $55 million non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with that trend anticipated to continue for the foreseeable future.

During the fourth quarter of 2021, we recognized substantially all the deferred tax assets related to our agricultural and construction equipment operations in Brazil, following the reorganization of the formerly fully-integrated businesses in the fourth quarter of 2021 in that jurisdiction in preparation for the spin-off of Iveco Group, resulting in a $161 million non-cash tax benefit, as those operations had consistently returned to sustained profitability in recent years, with that trend anticipated to continue for the foreseeable future.

Contingent Liabilities

We are the subject of legal and indirect tax proceedings covering a range of matters, which are pending in various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and claims against us often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business, we consult with legal counsel and certain other experts on matters related to litigation, taxes and other similar contingent liabilities. We accrue a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is probable, but an estimate is not determinable or is possible, the matter is disclosed.

Cautionary Note on Forward-Looking Statements

This Annual 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 presentation 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 Industrial and its subsidiaries on a standalone

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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: the continued uncertainties related to the unknown duration and economic, operational and financial impacts of the global COVID-19 pandemic and the actions taken or contemplated by governmental authorities or others in connection with the pandemic on our business, our employees, customers and suppliers; supply chain disruptions, including delays caused by mandated shutdowns, industry capacity constraints, material availability, and global logistics delays and constraints; disruption caused by business responses to COVID-19, including remote working arrangements, which may create increased vulnerability to cybersecurity or data privacy incidents; our ability to execute business continuity plans as a result of COVID-19; the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, including demand uncertainty caused by COVID-19; general economic conditions in each of our markets, including the significant economic uncertainty and volatility caused by COVID-19; travel bans, border closures, other free movement restrictions, and the introduction of social distancing measures in our facilities may affect in the future our ability to operate as well as the ability of our suppliers and distributors to operate; 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; production difficulties, including capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agricultural commodities; 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 Industrial 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 other pandemics, terrorist attacks in Europe and elsewhere; our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan; 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 Industrial’s control. CNH Industrial 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 Industrial, including factors that potentially could materially affect CNH Industrial’s financial results, is included in CNH Industrial’s reports and filings with the SEC, the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of CNH Industrial N.V.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CNH Industrial N.V. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of certain of the acquired intangible assets of Raven Industries, Inc.

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company completed its acquisition of Raven Industries, Inc. (“Raven”) on November 30, 2021 for a total purchase consideration of $2.1 billion. The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized. Auditing the Company’s accounting of the acquired intangible assets of Raven was complex due to the significant estimation uncertainty in determining the fair value of identified intangible assets of approximately $0.5 billion, which primarily consisted of customer relationships, in-process research and development (“IPR&D”), and trade name attributable to the Applied Technology Division of Raven. The significant estimation uncertainty was primarily due to the sensitivity of the respective fair values to the underlying assumptions related to the future performance of the acquired business. The Company used the income approach to measure these intangible assets. The significant assumptions used to estimate the value of the intangible assets included royalty rates, discount rates, and projections of future revenues. These significant assumptions are forward looking and could be affected by future economic and market conditions.

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company's controls over accounting for the acquisition of Raven, including controls over the determination of the fair value of the acquired customer relationships, IPR&D, and trade name intangible assets of the Applied Technology Division, and management's evaluation of the underlying assumptions described above. We also tested management's controls over the completeness and accuracy of the data used in the valuation models. To test the estimated fair value of the customer relationships, IPR&D, and trade name intangible assets and resulting goodwill of the Applied Technology Division, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies used and testing the significant assumptions used in the model, including the completeness and accuracy of the underlying data. We compared the significant assumptions to current industry, market and economic trends and to the historical results of the acquired business and involved valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2014.

Chicago, Illinois

February 28, 2023

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CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2022, 2021 and 2020

 

	2022		2021		2020
	(in millions)
Revenues
Net sales	$	21,541	$	17,802	$	13,083
Finance, interest and other income	2,010		1,694		1,696
Total Revenues	$	23,551	$	19,496	$	14,779
Costs and Expenses
Cost of goods sold	$	16,797	$	14,109	$	11,152
Selling, general and administrative expenses	1,752		1,454		1,296
Research and development expenses	866		642		493
Restructuring expenses	31		35		22
Interest expense	734		549		660
Goodwill impairment charge	—		—		585
Other, net	689		768		750
Total Costs and Expenses	$	20,869	$	17,557	$	14,958
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	2,682		1,939		$	(179)
Income tax expense	(747)		(229)		(85)
Equity in income of unconsolidated subsidiaries and affiliates	104		91		66
Net income (loss) from continuing operations	2,039		$	1,801	$	(198)
Net income (loss) from discontinued operations	—		(41)		(240)
Net income (loss)	$	2,039	$	1,760	$	(438)
Net income attributable to noncontrolling interests	10		$	37	55
Net income (loss) attributable to CNH Industrial N.V.	$	2,029	$	1,723	$	(493)
Basic earnings (loss) per share attributable to common shareholders
Continuing operations	$	1.50	$1.32		$	(0.15)
Discontinuing operations	$	—	$	(0.05)	$	(0.21)
Basic earnings per share attributable to CNH Industrial N.V.	$	1.50	$	1.27	$	(0.36)
Diluted earnings (loss) per share attributable to common shareholders
Continuing operations	$	1.49	$	1.32	$	(0.15)
Discontinuing operations	$	—	$	(0.05)	$	(0.21)
Diluted earnings per share attributable to CNH Industrial N.V.	$	1.49	$	1.27	$	(0.36)
Average shares outstanding (in millions)
Basic	1,351		1,354		1,351
Diluted	1,362		1,361		1,351
Cash dividends declared per common share	$	0.302	$	0.132	$	—

The accompanying notes to consolidated financial statements are an integral part of these statements.

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CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2022, 2021 and 2020

 

	2022		2021		2020
	(in millions)
Net income (loss)	$	2,039	$	1,760	$	(438)
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on cash flow hedges	44		(11)		48
Changes in retirement plans’ funded status	41		94		(3)
Foreign currency translation	158		247		(735)
Share of other comprehensive income (loss) of entities using the equity method	(25)		(93)		20
Other comprehensive income (loss), net of tax	218		237		(670)
Comprehensive income (loss)	2,257		1,997		(1,108)
Less: Comprehensive income attributable to noncontrolling interests	9		43		59
Comprehensive income (loss) attributable to CNH Industrial N.V.	$	2,248	$	1,954	$	(1,167)

The accompanying notes to consolidated financial statements are an integral part of these statements.

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CNH INDUSTRIAL N.V.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2022 and 2021

	December 31, 2022		December 31, 2021
	(in millions)
ASSETS
Cash and cash equivalents	$	4,376	$	5,044
Restricted cash	753		801
Trade receivables, net	172		192
Financing receivables, net	19,260		15,376
Receivables from Iveco Group N.V	298		—
Inventories, net	4,811		4,216
Property, plant and equipment, net	1,532		1,475
Investments in unconsolidated subsidiaries and affiliates	385		333
Equipment under operating leases	1,502		1,738
Goodwill	3,322		3,210
Other intangible assets, net	1,129		1,207
Deferred tax assets	433		421
Derivative assets	189		182
Other assets	1,219		1,675
Assets held for distribution	—		13,546
Total Assets	$	39,381	$	49,416
LIABILITIES AND EQUITY
Debt	$	22,962	$	20,897
Payables to Iveco Group N.V	156		502
Trade payables	3,702		3,530
Deferred tax liabilities	85		125
Pension, postretirement and other postemployment benefits	449		673
Derivative liabilities	204		181
Other liabilities	4,847		4,763
Liabilities held for distribution	—		11,892
Total Liabilities	$	32,405	$	42,563
Redeemable noncontrolling interest	49		45
Common shares, €0.01, par value; outstanding 1,344,240,971 common shares and 371,072,953 loyalty program special voting shares in 2022; and outstanding 1,356,077,000 common shares and 371,218,250 loyalty program special voting shares in 2021	25		25
Treasury stock, at cost - 20,159,225 shares in 2022 and 8,323,196 shares in 2021	(230)		(84)
Additional paid in capital	1,504		4,464
Retained earnings	7,906		4,818
Accumulated other comprehensive loss	(2,278)		(2,445)
Noncontrolling interests	—		30
Total Equity	$	6,927	$	6,808
Total Liabilities and Equity	$	39,381	$	49,416

The accompanying notes to consolidated financial statements are an integral part of these statements.

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CNH INDUSTRIAL N.V.

CONSOLIDATED BALANCE SHEETS — (Continued)

As of December 31, 2022 and 2021

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

	December 31, 2022		December 31, 2021
	(in millions)
Restricted cash	$	595	$	736
Financing receivables	8,808		$	8,838
Total Assets	$	9,403	$	9,574
Debt	$	8,485	$	8,528
Total Liabilities	$	8,485	$	8,528

The accompanying notes to consolidated financial statements are an integral part of these statements.

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     CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS for the Years Ended December 31, 2022, 2021 and 2020

	2022		2021		2020
Operating activities:	(in millions)
Net income (loss)	$	2,039	$	1,760	$	(438)
Less: Net income (loss) from discontinued operations	—		(41)		(240)
Net income (loss) of continuing operations	2,039		1,801		(198)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense, net of assets under operating lease and assets sold under buy-back commitments	327		295		298
Depreciation and amortization expense of assets under operating lease and assets sold under buy-back commitments	208		242		240
(Gain) loss from disposal of assets	(42)		—		6
Loss on repurchase of notes	—		8		—
Undistributed income (loss) of unconsolidated subsidiaries	(69)		(29)		(36)
Goodwill impairment charge	—		—		585
Other non-cash items	196		126		498
Changes in operating assets and liabilities:
Provisions	189		93		(131)
Deferred income taxes	(50)		(273)		(72)
Trade and financing receivables related to sales, net	(2,447)		191		1,011
Inventories, net	(151)		(555)		1,224
Trade payables	125		738		314
Other assets and liabilities	232		561		449
Cash flow from operating activities discontinued operation	—		884		1,341
Net cash provided by operating activities	$	557	4,082		5,529
Investing activities:
Additions to retail receivables	(5,971)		(5,328)		(4,459)
Collections of retail receivables	4,360		4,338		3,964
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments	97		11		—
Expenditures for property, plant and equipment and intangible assets, net of assets under operating lease and assets sold under buy-back commitments	(461)		(365)		(232)
Expenditures for assets under operating leases and assets sold under buy-back commitments	(538)		(556)		(614)
Other	(496)		(2,670)		(614)
Cash flow from investing activities discontinued operation	$	—	(431)		(795)
Net cash used in investing activities	$	(3,009)	(5,001)		(2,750)
Financing activities:
Proceeds from long-term debt	11,183		7,988		8,888
Payments of long-term debt	(9,223)		(9,088)		(7,227)
Net increase (decrease) in other financial liabilities	580		(111)		(587)
Dividends paid	(423)		(188)		(8)
Purchase of treasury stock and other	(153)		—		—
Cash flow from financing activities discontinued operation	—		(46)		(407)
Net cash provided by (used in) financing activities	1,964		(1,445)		659
Effect of foreign exchange rate changes on cash and cash equivalents	(228)		(403)		418
Increase (decrease) in cash and cash equivalents and restricted cash	(716)		(2,767)		3,856
Cash and cash equivalents and restricted cash, beginning of year	5,845		9,629		5,773
Cash and cash equivalents and restricted cash, end of year	$	5,129	$	6,862	$	9,629
Cash and cash equivalents and restricted cash, end of period (discontinued operation)	$	—	$	1,017	$	642
Cash and cash equivalents and restricted cash, end of period (continuing operations)	$	5,129	$	5,845	$	8,987

The accompanying notes to consolidated financial statements are an integral part of these statements.

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CNH INDUSTRIAL N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2022, 2021 and 2020

	Common Shares		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total		Redeemable Noncontrolling Interest
	(in millions)
Balance, December 31, 2019	$	25	$	(154)	$	4,404	$	3,808	$	(2,002)	$	40	$	6,121	$	35
Adoption of ASC 326	—		—		—		(36)		—		—		(36)		—
Balance, January 1, 2020, as recast	25		(154)		4,404		3,772		(2,002)		40		6,085		35
Net income (loss)	—		—		—		(493)		—		42		(451)		13
Other comprehensive income (loss), net of tax	—		—		—		—		(674)		4		(670)		—
Dividends paid	—		—		—		—		—		—		—		(8)
Decrease in noncontrolling interest due to the change of ownership	—		—		(5)		—		—		(4)		(9)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		45		(47)		—		—		—		(2)		—
Share-based compensation expense	—		—		38		—		—		—		38		—
Other changes	—		—		(2)		—		—		—		(2)		—
Balance, December 31, 2020	$	25	$	(109)	$	4,388	$	3,279	$	(2,676)	$	82	$	4,989	$	40
Net income (loss)	—		—		—		1,723		—		25		1,748		12
Other comprehensive income (loss), net of tax	—		—		—		—		231		6		237		—
Dividends paid	—		—		—		(180)		—		(91)		(271)		(7)
Common shares issued from treasury stock and capital increase for share-based compensation	—		25		(25)		—		—		—		—		—
Share-based compensation expense	—		—		99		—		—		—		99		—
Other changes	—		—		2		(4)		—		8		6		—
Balance, December 31, 2021	$	25	$	(84)	$	4,464	$	4,818	$	(2,445)	$	30	$	6,808	$	45
Demerger of Iveco Group	—		—		(3,044)		1,464		(52)		(22)		(1,654)		—
Balance, January 1, 2022	25		(84)		1,420		6,282		(2,497)		8		5,154		45
Net income (loss)	—		—		—		2,029		—		(6)		2,023		16
Other comprehensive income (loss), net of tax	—		—		—		—		219		(1)		218		—
Dividends paid	—		—		—		(412)		—		—		(412)		(11)
Acquisition of treasury stock	—		(153)		—		—		—		—		(153)		—
Common shares issued from treasury stock and capital increase for share-based compensation	—		7		(7)		—		—		—		—		—
Share-based compensation expense	—		—		87		—		—		—		87		—
Other changes	—		—		4		7		—		(1)		10		(1)
Balance, December 31, 2022	$	25	$	(230)	$	1,504	$	7,906	$	(2,278)	$	—	$	6,927	$	49

The accompanying notes to consolidated financial statements are an integral part of these statements.

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CNH INDUSTRIAL N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Footnote		Page
Note 1	Presentation	140
Note 2	Summary of Significant Accounting Policies	142
Note 3	Revenue	151
Note 4	Receivables	151
Note 5	Inventories	157
Note 6	Property, Plant and Equipment	157
Note 7	Investments in Unconsolidated Subsidiaries and Affiliates	157
Note 8	Leases	158
Note 9	Goodwill and Other Intangibles	160
Note 10	Debt	161
Note 11	Income Taxes	164
Note 12	Employee Benefit Plans and Postretirement Benefits	167
Note 13	Other Liabilities	175
Note 14	Commitments and Contingencies	176
Note 15	Financial Instruments	178
Note 16	Shareholders' Equity	183
Note 17	Share-Based Compensation	185
Note 18	Earnings per Share	187
Note 19	Accumulated Other Comprehensive Income (Loss)	189
Note 20	Segment Reporting	191
Note 21	Related Party Information	194

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CNH INDUSTRIAL N.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Presentation

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

Subsequent to December 31, 2021, the Company had three reportable segments 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 the customers of the Company’s products. The Company’s worldwide agricultural equipment and construction equipment segments as well as corporate functions are collectively referred to as “Industrial Activities”.

The Company was formed as a result of the mergers of Fiat Industrial S.p.A. and its subsidiary CNH Global N.V. with and into CNH Industrial, effective September 29, 2013.

Spin-off of On-Highway Business

Until December 31, 2021, CNH Industrial N.V. owned and controlled the Commercial and Specialty Vehicles business, the Powertrain business, and the related Financial Services business (together the “Iveco Group Business” or the “On-Highway Business”), as well as the Agriculture business, the Construction business, and the related Financial Services business (collectively, the “Off-Highway Business”). Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a demerger under Dutch law (the "Demerger") to Iveco Group N.V. (the "Iveco Group"), and the Iveco Group became a public listed company independent from CNH Industrial with its common shares trading on the Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. In connection with the Demerger, shares of Iveco Group N.V. were distributed to shareholders in CNH Industrial N.V. on a pro rata basis. The On-Highway Business' financial results for the periods prior to the Demerger have been reflected in our Consolidated Statement of Operations, retrospectively, as discontinued operations. Additionally, the related assets and liabilities associated with the On-Highway Business are classified as discontinued operations within Assets Held for Distribution and Liabilities Held for Distribution in the prior year of the Consolidated Balance Sheet. Pursuant to the terms of the deeds of demerger entered into between CNH Industrial N.V. and Iveco Group N.V. on January 1, 2022, assets related to the On-Highway Business were transferred to, and liabilities related to the On-Highway Business were retained or assumed by, Iveco Group N.V.

In order to present the financial effects of a Discontinued Operation, revenues and expenses arising from intercompany transactions were eliminated. Eliminations from transactions between Continuing and Discontinued Operations are allocated in full to Discontinued Operations. However, no profit or loss is recognized for intercompany transactions within the Consolidated Statement of Operations. The amounts of income statement items included in Discontinued Operations is detailed in the following sections.

Intercompany transactions between Continuing and Discontinued Operations have been eliminated in the consolidated statement of financial position. The net balance between Assets held for distribution and Liabilities held for distribution represents the net equity of the Discontinued Operations. This amount corresponds to the reduction in the total equity of CNH Industrial due to the Demerger that occurred on January 1, 2022.

All cash flows from Discontinued Operations are reported in the appropriate items for operating activities, investing activities and financing activities in the Statement of Cash Flows. The cash flows represent those arising from transactions with third parties.

The following table presents the assets and liabilities of the Iveco Group Business classified as Assets Held for Distribution and Liabilities Held for Distribution as of December 31, 2021.

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	December 31, 2021
	(in millions)
ASSETS HELD FOR DISTRIBUTION
Cash and cash equivalents	$	961
Restricted cash	55
Trade receivables, net	165
Financing receivables, net	3,284
Inventories, net	3,005
Property, plant and equipment, net	3,221
Investments in unconsolidated subsidiaries and affiliates	613
Equipment under operating leases	66
Goodwill, net	80
Other intangible assets, net	141
Deferred tax assets	1,059
Other assets	896
Total Assets Held for Distribution	$	13,546
LIABILITIES HELD FOR DISTRIBUTION
Debt	2,343
Trade payables	3,366
Deferred tax liabilities	14
Pension, postretirement and other postemployment benefits	560
Other liabilities	5,609
Total Liabilities Held for Distribution	$	11,892

Details of Statement of Operations line items included in Discontinued Operations, after the eliminations, for the years ended

December 31, 2021, and 2020 are as follows:

	2021		2020
	(in millions)
Revenues
Net sales	$	14,743	$	11,772
Finance, interest and other income	194		140
Total Revenues	$	14,937	$	11,912
Costs and Expenses
Cost of goods sold	12,765		10,745
Selling, general and administrative expenses	989		859
Research and development expenses	594		439
Restructuring expenses	39		27
Interest expense	129		107
Other, net	380		61
Total Costs and Expenses	$	14,896	$	12,238
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	41		(326)
Income tax (expense) benefit	(113)		135
Equity in income of unconsolidated subsidiaries and affiliates	31		(49)
Net Income (loss) from discontinued operations	$	(41)	$	(240)

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Cash flows from Discontinued Operations from the years ended December 31, 2021 and 2020 are as follows:

		2021		2020
	(in millions)
Operating activities:
Net income (loss) of discontinued operations		$	(41)	$	(240)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense, net of depreciation and amortization of assets under operating leases and assets sold under buy-back commitments		316		332
Depreciation and amortization expense of assets under operating leases and assets sold under buy-back commitments		296		302
(Gain) Loss on disposal of assets		(44)		1
Undistributed income of unconsolidated subsidiaries		(13)		51
Other non-cash items		197		72
Changes in operating assets and liabilities:
Provisions		87		90
Deferred income taxes		36		(192)
Trade and financing receivables related to sales, net		54		118
Inventories, net		(216)		678
Trade payables		25		87
Other assets and liabilities		187		42
Cash flow from operating activities of discontinued operation		$	884	$	1,341
Investing activities:
Additions to retail receivables		(42)		(12)
Collections of retail receivables		50		31
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments		—		3
Expenditures for property, plant and equipment and intangible assets, net of assets under operating leases and assets sold under buy-back commitments		(348)		(252)
Expenditures for assets under operating leases and assets sold under buy-back commitments		(763)		(752)
Other		672		187
Cash flow provided by (used in) investing activities of discontinued operation		$	(431)	$	(795)
Financing activities:
Proceeds from long-term debt		3,459		3,119
Payments of long-term debt		(3,602)		(3,285)
Net increase (decrease) in other financial liabilities		97		(241)
Dividends paid		—		—
Cash flow from financing activities of discontinued operation		$	(46)	$	(407)

Note 2: Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

CNH Industrial has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include CNH Industrial N.V. and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars and, unless otherwise indicated, all financial data set forth in these consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of CNH Industrial’s subsidiaries in which CNH Industrial has a controlling financial interest, and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of an entity or based on CNH Industrial’s determination that it is the primary beneficiary of a variable interest entity (“VIE”). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses

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

Investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method when CNH Industrial does not have a controlling interest, but exercises significant influence. Under this method, the investment is initially recorded at cost and is increased or decreased by CNH Industrial’s proportionate share of the entity’s respective net income or loss. Dividends received from these entities reduce the carrying value of the investments.

Business Combinations

Business combinations are accounted for by applying the acquisition method. Under this method, the consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred and liabilities assumed by the Company and the equity interests issued in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

On November 30, 2021, CNH Industrial completed its acquisition of Raven Industries, Inc. CNH Industrial acquired 100% of the capital stock of Raven for $58 per share funded with available cash on hand. Cash consideration paid to Raven shareholders and Raven equity award holders totaled $2.1 billion. Raven, based in Sioux Falls, South Dakota, included three business divisions: Applied Technology, Engineered Films and Aerostar. The Applied Technologies division offers precision agricultural technologies in the areas of applications controls, guidance and steering, field computers, boom controls, cloud services and logistics, and injection support. At December 31, 2021, the preliminary estimates for the fair value of assets acquired and liabilities assumed of the Applied Technologies Division as of the acquisition date included $1.3 billion and $0.5 billion in preliminary goodwill and intangible assets, respectively. At December 31, 2021, the Engineered Films and Aerostar businesses were classified as held for sale with preliminary estimates of $0.5 billion in assets held for sale (included in Other Assets) and $0.1 billion in liabilities held for sale (included in Other Liabilities). The Engineered Films and Aerostar businesses were subsequently sold during 2022.

The acquisition of Raven has been accounted for as a business combination using the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. In Q4 2022, the Company finalized the valuation of acquired assets and assumed liabilities. The asset and liability fair values of the remaining Raven business, Applied Technology Division, at the acquisition date are as follows:

		November 30, 2021
	(in millions)
Intangible Assets
Customer Relationship		$	145
In-Process R&D		165
Developed Technology		50
Trade Names		74
Goodwill		1,404
Deferred Tax Liability and Other		(137)

On December 30, 2021, CNH Industrial completed its purchase of 90% capital stock of Sampierana S.p.A. ("Sampierana") for approximately $100 million. Sampierana is an Italian company specializing in the development, manufacture and commercialization of earthmoving machines, undercarriages and spare parts. In Q4 2022, the Company finalized the valuation of acquired assets and assumed liabilities. Sampierana is included in the Company’s Construction segment.

On May 16, 2022, CNH Industrial acquired Specialty Enterprises LLC, a manufacturer of agricultural spray booms and sprayer boom accessories. Total consideration was approximately $50 million. The results of Specialty Enterprises have been included in the Company’s Agriculture segment.

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the realizable value of property, plant and equipment, goodwill and other intangibles; residual values of equipment on operating leases; allowance for credit losses; tax contingencies and valuation allowances; liabilities for warranties; sales allowances; and assets and obligations related to employee benefits. Actual results could differ from these estimates.

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Revenue Recognition

Revenue is recognized when control of the equipment, services or parts has been transferred and the Company’s performance obligations to the customers have been satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.

The timing of when the Company transfers the goods or services to the customer may differ from the timing of the customer’s payment.

Revenues are stated net of discounts, allowances, settlement discounts and rebates, as well as costs for sales incentive programs, which are determined on the basis of historical costs, country by country, and charged against profit for the period in which the corresponding sales are recognized.

The Company also enters into contracts with multiple performance obligations. For these contracts, the Company allocates revenue from the transaction price to the distinct goods and services in the contract on a relative standalone selling price basis. To the extent the Company sells the goods or services separately in the same market, the standalone selling price is the observable price at which the Company sells the goods or services separately. For all other goods or services, the Company estimates the standalone selling price considering all information reasonably available (including market conditions, entity-specific factors and information about the customer or class of customer).

Sales of goods

The Company has determined that the customers from the sale of equipment and parts are generally dealers, distributors, public entities and retail customers.

The Company recognizes revenue at a point in time when control has transferred to the customer at a sales price that the Company expects to receive. Transfer of control occurs when title and risk of ownership have transferred to the customer, which occurs based upon the terms specified in the contract. In most of the jurisdictions where the Company operates, and subject to specific exceptions, transfer of control occurs upon shipment.

For all sales, no significant uncertainty exists surrounding the purchaser’s obligation to pay for equipment and parts. The Company records appropriate allowance for credit losses and anticipated returns as required. Fixed payment schedules exist for all sales, but payment terms vary by geographic market and product line.

The cost of incentives, if any, are estimated at the inception of a contract at the amount that is expected to be paid and is recognized as a reduction to revenue at the time of the sale. If an equipment contract transaction has multiple performance obligations, the cost of incentives is allocated entirely to the equipment as the intent of the incentives is to encourage sales of equipment. If the estimate of the incentive changes following the sale to the customer, the change in estimate is recognized as an adjustment to revenue in the period of the change. CNH Industrial grants certain sales incentives to support sales of its products to retail customers. At the later of the time of sale or the time an incentive is announced to dealers, CNH Industrial records the estimated impact of sales allowances in the form of dealer and customer incentives as a reduction of revenue. Subsequent adjustments to sales incentive programs related to products previously sold are recognized as an adjustment to revenues in the period the adjustment is determinable. The determination of sales allowances requires management to make estimates based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

With reference to the sales to dealers accompanied by “floor plan” agreements under which the Company offers wholesale financing including “interest-free” financing for specified period of time (which also vary by geographic market and product line), two separate performance obligations exist. The first performance obligation consists of the sale of the equipment from Industrial Activities to the dealer. Concurrent with the sale of the equipment, Industrial Activities offers to the dealer wholesale financing through loans extended by Financial Services. Industrial Activities compensates Financial Services for the cost of the interest-free period. This cost has been determined to represent a cash sale incentive on the initial sale of the good, and therefore it should be recognized upfront as a reduction of net sales of Industrial Activities. The second performance obligation consists of a credit facility extended by Financial Services to the dealer. The remuneration for this performance obligation is represented by the compensation received from Industrial Activities for the period of the interest-free financing and by the interest charged to dealer for the remaining period. This remuneration is recognized by Financial Services over the period of the outstanding exposure.

For parts sales, when the Company provides its customers with a right to return a transferred product, revenue and corresponding cost of sales are recognized for parts that are not expected to be returned. The expected returns are estimated based on an analysis of historical experience. The portion of revenue (and corresponding cost of sales) related to the parts that are expected to be returned is recognized at the end of the return period. The amount received or receivable that is expected to be returned is recognized as a refund liability, representing the obligation to return the customer’s consideration.

Furthermore, at the time of the initial sale, CNH Industrial recognizes a return asset for the right to recover the goods returned by the customer. This asset is initially measured at the former carrying amount of the inventory. At each reporting date, both the refund

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liability and the return asset are remeasured to record for any revisions to the expected level of returns, as well as any decreases in the value of the returned products.

Rendering of services

Revenues from services provided are primarily comprised of extended warranties and maintenance and repair services and are recognized over the contract period when the costs are incurred, that is when the claims are charged by the dealer. Amounts invoiced to customers for which CNH Industrial receives consideration before the performance is satisfied are recognized as contract liability. These services are either separately-priced or included in the selling price of the equipment. In the second case, revenue for the services is allocated based on the estimated stand-alone selling price. In the event that the costs expected to be incurred to satisfy the remaining performance obligations exceed the transaction price, an estimated contract loss is recognized.

Shipping and other transportation activities performed as an agent are recognized on a net basis, which is netting the related freight cost against the freight revenue.

Finance and interest income

Finance and interest income on receivables is recorded using the effective yield method. Deferred costs on the origination of financing receivables are recognized as a reduction in finance revenue over the expected lives of the receivables using the effective yield method. Recognition of income on loans is suspended when management determines that collection of future income is not probable or when an account becomes 90 days delinquent, whichever occurs earlier. Interest accrual is resumed when and if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The Company applies cash received on nonaccrual financing receivables to first reduce any unrecognized interest and then the recorded investment and any other fees.

Rents and other income on operating leases

Income from operating leases is recognized over the term of the lease on a straight-line basis.

Sales Allowances

CNH Industrial grants certain sales incentives to support sales of its products to retail customers. The expense for such incentive programs is recorded as a deduction in arriving at the net sales amount at the time of the sale of the product to the dealer. The expense for new programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

Warranty Costs

At the time a sale of equipment or parts to a dealer is recognized, CNH Industrial records the estimated future base warranty costs for the product. CNH Industrial determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to the park of equipment that has been sold and is still under warranty. Campaigns are formal post-production modification programs approved by management. The liabilities for such programs are recognized when approved, based on an estimate of the total cost of the program.

Advertising

CNH Industrial expenses advertising costs as incurred. Advertising expense totaled $152 million, $110 million, and $82 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Research and Development

Research and development costs are expensed as incurred.

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to which they refer.

All other borrowing costs are expensed when incurred.

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Government Grants

Government grants are recognized in the financial statements when there is reasonable assurance that the company concerned will comply with the conditions for receiving such grants and that the grants themselves will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset.

The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan (fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the policies already used for the recognition of government grants.

Foreign Currency

Certain of CNH Industrial’s non-U.S. subsidiaries and affiliates maintain their books and accounting records using local currency as the functional currency. Assets and liabilities of these non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates, and net exchange gains or losses resulting from such translation are included in “Accumulated other comprehensive income (loss)” in the accompanying consolidated balance sheets. Income and expense accounts of these non-U.S. subsidiaries are translated at the average exchange rates for the period. Gains and losses from foreign currency transactions are included in net income in the period during which they arise. Net foreign currency transaction gains and losses are reflected in “Other, net” in the accompanying consolidated statement of operations and also include the cost of hedging instruments. For the years ended December 31, 2022 and 2021 the Company recorded net losses of $185 million and $135 million, respectively. For the year ended December 31, 2020 the Company recorded a net gain of $28 million. Included in the net losses in 2022, 2021 and 2020 were charges of $— million, $47 million and $56 million (inclusive of impact of discontinued operations) due to the devaluation of net monetary assets of Argentinian subsidiaries in 2022, 2021, and 2020, respectively. There was no impact in 2022 as the functional currency of the Argentinian subsidiary was changed to the US Dollar. As described in Note 15: Financial Instruments, the Company uses hedging instruments to mitigate foreign currency risk. Net of gains realized on foreign currency hedging instruments, the Company recorded a losses of $80 million, $6 million and $17 million for the three years ended December 31, 2022, 2021 and 2020, respectively.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying value of cash equivalents approximates fair value because of the short maturity of these investments.

Restricted Cash

Restricted cash includes principal and interest payments from retail notes and wholesale receivables owned by the consolidated VIEs that are payable to the VIEs’ investors, and cash pledged as a credit enhancement to the same investors. These amounts are held by depository banks in order to comply with contractual agreements.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the consolidated statements of cash flows as these receivables arise from sales to CNH Industrial’s customers. Cash flows from financing receivables that are related to sales to CNH Industrial’s dealers are also included in operating activities. CNH Industrial’s financing of receivables related to equipment sold by dealers is included in investing activities.

CNH Industrial paid interest of $718 million, $539 million, and $625 million for the years ended December 31, 2022, 2021, and 2020, respectively. For 2022, 2021, and 2020, the amount includes a charge of $— million, $8 million, and $— million, respectively, in connection with the Company’s accelerated debt redemption strategy.

CNH Industrial paid taxes of $717 million, $348 million, and $80 million in 2022, 2021, and 2020, respectively.

In 2022, Other non-cash items of $196 million primarily included share-base payments of $87 million and writedowns of financial assets of $77 million.

In 2021, Other non-cash items of $126 million primarily included share-based payments of $90 million and writedowns of financial assets of $34 million.

In 2022, Investing Activities - Other primarily consisted of change in intersegment receivable/payable (including with Iveco Group) less proceeds from the sale of the Raven EFD and Aerostar divisions and sale of certain real estate. In 2021, Investing Activities - Other included cash paid for the acquisition of Raven Industries Inc of $2.1 billion.

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Receivables

Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs.

Periodically, the Company sells or transfers retail notes and wholesale receivables to funding facilities or in securitization transactions. In accordance with the accounting guidance regarding transfers of financial assets and the consolidation of VIEs, the majority of the retail notes and wholesale receivables sold in securitizations do not qualify as sales and are recorded as secured borrowings with no gains or losses recognized at the time of securitization. Receivables associated with these securitization transactions and receivables that the Company has the ability and intent to hold for the foreseeable future are classified as held for investment. The substantial majority of the Company’s receivables, which include unrestricted receivables and restricted receivables for securitization investors, are classified as held for investment.

Allowance for Credit Losses

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

Retail customer receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

Trade and wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for trade and wholesale credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

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

Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected. Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. The cost of finished goods and work-in-progress includes the cost of raw materials, other direct costs and production overheads.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred.

Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments. The corresponding liability to the lessor is included in the financial statements as debt.

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Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:

Category	Lives
Buildings and improvements	10 — 40 years
Plant, machinery and equipment	5 — 25 years
Other equipment	3 — 10 years

The following paragraph presents the Company’s policy for leases for which it is a lessee.

Lease policy

A lease is a contract that conveys the right to control the use of an identified asset (the leased asset) for a period of time in exchange for consideration. The lease term determined by the Company comprises the non-cancellable period of lease contract together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. For real estate leases, this assessment is based on an analysis by management of all relevant facts and circumstances including the leased asset’s purpose, the economic and practical potential for replacing and any plans that the Company has in place for the future use of the asset. For lease agreements, we combine lease and non-lease components.

For leases with terms not exceeding twelve months (short-term leases), the Company recognizes the lease payments associated with those leases on a straight-line basis over the lease term as operating expense in the income statement.

For all other leases, the right-of-use asset includes the amount of lease liability recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Correspondingly, the Company recognizes a lease liability, measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The incremental borrowing rate is determined considering macro-economic factors such as the specific interest rate curve based on the relevant currency and term, as well as specific factors contributing to CNH Industrial’s credit spread. The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

For finance leases, the right-of-use asset is classified within Property, plant and equipment, net and the lease liability, within Debt. Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments.

In case of operating leases, the right-of-use asset is classified within Other assets and the lease liability, within Other liabilities. After the commencement date, the Company recognizes in profit or loss a single lease cost, calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. In particular, after lease commencement, the lease liability is measured at the present value of any remaining lease payments, discounted by using the rate determined at lease commencement, consistently with the model used to calculate the liability related to the finance lease. Correspondingly, the right-of-use asset is measured as the lease liability adjusted by accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), remaining unamortized initial direct costs and lease incentives, and any impairments of the right-of-use asset.

Equipment on Operating Leases

Financial Services purchases leases and equipment from CNH Industrial dealers and other independent third parties that have leased equipment to retail customers under operating leases. Financial Services’ investment in operating leases is based on the purchase price paid for the equipment. Income from these operating leases is recognized over the term of the lease. The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination. Residual values are estimated at the inception of the lease and are reviewed quarterly. Realization of the residual values is dependent on Financial Services’ future ability to re-market the equipment under then prevailing market conditions. Equipment model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Management believes that the estimated residual values are realizable. Expenditures for maintenance and repairs of the applicable equipment are the responsibility of the lessee.

Financial Services evaluates the carrying amount of equipment on operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event occurs, a test for recoverability is performed comparing projected undiscounted future cash flows to the carrying amount of the asset. If the test for recoverability identifies a possible impairment, the asset’s fair value is measured in accordance with the fair value measurement framework. An impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.

Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded in inventory at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.

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Goodwill and Other Intangibles

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired. Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually. At December 31, 2021 and 2022, the Company performed its annual impairment review and concluded there was no impairment to goodwill for the other reporting units.

Other intangibles consist primarily of acquired dealer networks, trademarks, product drawings, patents, and software. Other intangibles with indefinite lives principally consist of acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life. Intangible assets with an indefinite useful life are not amortized. Other intangible assets with definite lives are being amortized on a straight-line basis over 5 to 25 years.

Reference is made to “Note 9: Goodwill and Other Intangibles” for further information regarding goodwill and other intangible assets.

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

CNH Industrial evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If circumstances require a long-lived asset to be tested for possible impairment, CNH Industrial compares the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Income Taxes

The provision for income taxes is determined using the asset and liability method. CNH Industrial recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and tax contingencies estimated to be settled with taxing authorities within one year. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and tax attributes. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.

Retirement and Post-employment Benefits

CNH Industrial sponsors numerous defined benefit and defined contribution pension plans, the assets of which are held in separate trustee-administered funds. The pension plans are funded by payments from CNH Industrial. The cost of providing defined benefit pension and other postretirement benefits is calculated based upon actuarial valuations. The liability for termination indemnities is accrued in accordance with labor legislation in each country where such benefits are required. CNH Industrial contributions to defined contribution plans are charged to the income statement during the period of the employee’s service.

Derivatives

CNH Industrial’s policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes. CNH Industrial records derivative financial instruments in the consolidated balance sheets as either an asset or a liability measured at fair value. The fair value of CNH Industrial’s foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts). The fair value of CNH Industrial’s interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument. Changes in the fair value of derivative financial instruments are recognized in current income unless specific hedge accounting criteria are met. For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change together with the offsetting loss or gain on the related hedged item. For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the derivative financial instrument’s gain or loss is initially reported in other comprehensive income (loss) and is subsequently reclassified into income when the forecasted transaction affects income. For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately in income.

For derivative financial instruments designated as hedges, CNH Industrial formally documents the hedging relationship to the hedged item and its risk management strategy for all derivatives designated as hedges. This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. CNH Industrial assesses the effectiveness of its hedging instruments both at inception and on an ongoing basis. If a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.

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Reference is made to “Note 15: Financial Instruments,” for further information regarding CNH Industrial’s use of derivative financial instruments.

Share-Based Compensation Plans

CNH Industrial recognizes all share-based compensation as an expense based on the fair value of each award on the grant date. CNH Industrial recognizes share-based compensation costs on a straight-line basis over the requisite service period for each separately vesting portion of an award.

Earnings per Share

Basic earnings per share is based on the weighted average number of shares outstanding during each period. Diluted earnings per share is based on the weighted average number of shares and dilutive share equivalents outstanding during each period. Unvested performance-based awards are considered outstanding and included in the computation of diluted earnings per share based on the number of shares that would vest if the end of the reporting period were the end of the contingency period.

New Accounting Pronouncements

Adopted in 2022

None

Not Yet Adopted

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedging relationships, and other transactions affected by Reference Rate Reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06"). ASU 2022-06 extended the sunset date of ASC Topic 848 from December 31, 2022 to December 31, 2024. The Company has not adopted ASU 2020-04 as of December 31, 2022. ASU 2020-04 is not expected to have a significant impact on the Company's consolidated financial statements.

Revenue Contract Assets and Liabilities Acquired in a Business Combination

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) as applied by the acquiree to determine what to record for the acquired revenue contract assets and liabilities instead of at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company will apply the guidance within ASU 2021-08 on business combinations beginning January 1, 2023.

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on vintage disclosures to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Entities can elect to adopt the guidance on TDRs using either a prospective or modified retrospective transition. The amendments related to disclosures should be adopted prospectively. The Company will apply the disclosures prospectively starting January 1, 2023.

Supplier Finance Programs Disclosures

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such

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amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact, if any, of adoption to our consolidated financial statements.

Note 3: Revenue

The following tables summarize previously reported revenues for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		3,081		2,170
Eliminations and Other	—		—		(10)
Total Industrial Activities	21,541		17,802		13,083
Financial Services	1,996		1,672		1,660
Eliminations and Other	14		22		36
Total Revenues	$	23,551	$	19,496	$	14,779

The following table disaggregates previously reported revenues by major source for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Revenues from:
Sales of goods	$	21,506	$	17,783	$	13,067
Rendering of services and other revenues	35		19		16
Revenues from sales of goods and services	$	21,541	$	17,802	$	13,083
Finance and interest income	1,169		912		966
Rents and other income on operating lease	841		782		730
Finance, interest and other income	$	2,010	$	1,694	$	1,696
Total Revenues	$	23,551	$	19,496	$	14,779

Note 4: Receivables

Trade Receivables, net

As of December 31, 2022 and 2021, the Company had trade receivables of $172 million and $192 million, respectively. Trade receivables are shown net of allowances for doubtful accounts of $23 million and $24 million at December 31, 2022 and 2021 respectively. Trade accounts have significant concentrations of credit risk in the Agriculture and Construction segments. There is not a disproportionate concentration of credit risk in any geographic region.

The Industrial Activities businesses sell a significant portion of their trade receivables to Financial Services and provide compensation to Financial Services at approximate market interest rates.

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Financing Receivables, net

A summary of financing receivables included in the consolidated balance sheets as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Retail	$	11,446	$	9,955
Wholesale	7,785		5,373
Other	29		48
Total	$	19,260	$	15,376

CNH Industrial 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 six years, and interest rates vary depending on 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. During the “interest-free” period, Financial Services is compensated by Industrial Activities based on market interest rates. After the expiration of any “interest-free” period, interest is charged to dealers on outstanding balances until CNH Industrial 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 Industrial 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 2022, 2021 or 2020 relating to the termination of dealer contracts.

Maturities of financing receivables as of December 31, 2022 are as follows:

	Amount
	(in millions)
2023	$	11,133
2024	2,874
2025	2,243
2026	1,609
2027	940
2028 and thereafter	461
Total	$	19,260

It has been the Company’s experience that substantial portions of retail, which include retail notes and finance leases, are repaid before their contractual maturity dates. As a result, the above table should not be regarded as a forecast of future cash collections. Financing receivables have significant concentrations of credit risk in the agriculture and construction business sectors. On a geographic basis, there is not a disproportionate concentration of credit risk in any area. The Company typically retains, as collateral, a security interest in the equipment associated with retail and wholesale receivables, while revolving charge accounts are generally unsecured.

Transfers of Financial Assets

As part of its overall funding strategy, the Company periodically transfers certain receivables into special purpose entities ("SPEs") as part of its asset backed securitization ("ABS") programs or into factoring transactions.

SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. 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

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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 (for example, 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 the Company continues to recognize the receivables transferred by this means in its balance sheet and a financial liability of the same amount under asset-backed financing.

The secured borrowings related to the transferred receivables are obligations that are payable as the receivables are collected. At December 31, 2022 and 2021, the carrying amount of such restricted receivables included in financing receivables are the following (in millions):

	2022		2021
Retail	$	6,766	$	6,878
Wholesale	4,582		3,443
Total	$	11,348	$	10,321

Allowance for Credit Losses

CNH Industrial''s allowance for credit losses is segregated into two portfolio segments: retail and wholesale. A portfolio segment is the level at which CNH Industrial develops a systematic methodology for determining its allowance for credit losses. Further, the class of receivables by which CNH Industrial evaluates its portfolio segments is by geographic region. Typically, CNH Industrial's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk. The classes align with management reporting.

Allowance for credit losses activity for the year ended December 31, 2022 is as follows (in millions):

	December 31, 2022
	Retail		Wholesale
Opening balance	$	220	$	65
Provision	59		7
Charge-offs, net of recoveries	(17)		(7)
Foreign currency translation and other	8		(1)
Ending balance	$	270	$	64

At December 31, 2022, the allowance for credit losses included increases in reserves due to growth in the retail portfolio and additionally included $15 million for domestic Russian receivables, $9 million for the addition of revolving charge accounts in North America and $7 million in China related to Construction. CNH Industrial will update the macroeconomic factors and qualitative factors in future periods, as warranted. The provision for credit losses is included in selling, general and administrative expenses.

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Allowance for credit losses activity for the year ended December 31, 2021 is as follows (in millions):

	December 31, 2021
	Retail		Wholesale
Opening Balance	$	231	$	62
Provision	22		6
Charge-offs, net of recoveries	(22)		1
Foreign currency translation and other	(11)		(4)
Ending balance	$	220	$	65

At December 31, 2021, the allowance for credit losses included a reduction in retail reserves primarily due to the improved outlook for the agricultural industry and a reduced expected impact on credit conditions from the COVID-19 pandemic.

Allowance for credit losses activity for the year ended December 31, 2020 is as follows (in millions):

 

	December 31, 2020
	Retail		Wholesale
Opening balance, as previously reported	$	147	$	71
Adoption of ASC 326	34		(4)
Opening balance, as recast	$	181	$	67
Provision	93		4
Charge-offs, net of recoveries	(31)		(5)
Foreign currency translation and other	(12)		(4)
Ending balance	$	231	$	62

At December 31, 2020, the allowance for credit losses was based on the Company's expectation of deteriorating credit conditions related to the COVID-19 pandemic.

CNH Industrial assesses and monitors the credit quality of its financing receivables based on whether a receivable is classified as Performing or Non-Performing. 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 loans for which CNH Industrial 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 year ended December 31, 2022. 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/non-performing information is presented by year of origination for North America, South America and Asia Pacific.

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The aging of financing receivables as of December 31, 2022 is as follows (in millions):

	2022
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2022									$	3,558	$	—	$	3,558
2021									2,035		1		2,036
2020									994		—		994
2019									472		—		472
2018									225		—		225
Prior to 2018									65		—		65
Total	$	42	$	16	$	58	$	7,291	$	7,349	$	1	$	7,350
South America
2022									$	1,179	$	2	$	1,181
2021									725		3		728
2020									408		2		410
2019									207		1		208
2018									116		—		116
Prior to 2018									95		—		95
Total	$	12	$	—	$	12	$	2,718	$	2,730	$	8	$	2,738
Asia Pacific
2022									$	601	$	—	$	601
2021									400		1		401
2020									220		1		221
2019									84		—		84
2018									35		—		35
Prior to 2018									3		—		3
Total	$	8	$	8	$	16	$	1,327	$	1,343	$	2	$	1,345
Europe, Middle East, Africa	$	—	$	—	$	—	$	2	$	2	$	11	$	13
Total Retail	$	62	$	24	$	86	$	11,338	$	11,424	$	22	$	11,446
Wholesale
North America	$	—	$	—	$	—	$	3,378	$	3,378	$	—	$	3,378
South America	—		—		—		1,416		1,416		—		1,416
Asia Pacific	—		—		—		494		494		—		494
Europe, Middle East, Africa	7		2		9		2,488		2,497		—		2,497
Total Wholesale	$	7	$	2	$	9	$	7,776	$	7,785	$	—	$	7,785

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The aging of financing receivables as of December 31, 2021 is as follows (in millions):

	2021
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2021									$	3,159	$	—	$	3,159
2020									1,688		1		1,689
2019									901		1		902
2018									531		—		531
2017									229		—		229
Prior to 2017									73		—		73
Total	$	13	$	—	$	13	$	6,568	$	6,581	$	2	$	6,583
South America
2021									$	881	$	—	$	881
2020									524		—		524
2019									295		—		295
2018									190		—		190
2017									105		—		105
Prior to 2017									72		—		72
Total	$	1	$	—	$	1	$	2,066	$	2,067	$	—	$	2,067
Asia Pacific
2021									$	579	$	—	$	579
2020									357		4		361
2019									167		1		168
2018									99		1		100
2017									45		—		45
Prior to 2017									5		—		5
Total	$	10	$	8	$	18	$	1,234	$	1,252	$	6	$	1,258
Europe, Middle East, Africa	$	4	$	—	$	4	$	43	$	47	$	—	$	47
Total Retail	$	28	$	8	$	36	$	9,911	$	9,947	$	8	$	9,955
Wholesale
North America	$	—	$	—	$	—	$	2,339	$	2,339	$	—	$	2,339
South America	—		—		—		633		633		22		655
Asia Pacific	2		1		3		446		449		—		449
Europe, Middle East, Africa	5		1		6		1,924		1,930		—		1,930
Total Wholesale	$	7	$	2	$	9	$	5,342	$	5,351	$	22	$	5,373

Troubled Debt Restructurings

A restructuring of a receivable constitutes a TDR when the lender grants a concession it would not otherwise consider to a borrower that is experiencing financial difficulties. As a collateral based lender, CNH Industrial typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings. For wholesale receivables, concessions granted may include extended contract maturities, inclusion of interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

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

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

As of December 31, 2022 and 2021, CNH Industrial's TDRs for retail and wholesale receivables were immaterial.

Note 5: Inventories

Inventories (stated at the lower of cost or market, cost being determined on a FIFO basis) as of December 31, 2022 and 2021 consist of the following:

	2022		2021
	(in millions)
Raw materials	$	1,955	$	1,517
Work-in-process	471		570
Finished goods	2,385		2,129
Total Inventories	$	4,811	$	4,216

Note 6: Property, Plant and Equipment

A summary of property, plant and equipment as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Land and industrial buildings	$	1,807	$	1,848
Plant, machinery and equipment	3,293		3,222
Construction in progress	194		130
Other	364		354
Gross property, plant and equipment	5,658		5,554
Accumulated depreciation	(4,126)		(4,079)
Net property, plant and equipment	$	1,532	$	1,475

Property, plant and equipment recorded under capital leases were immaterial as of December 31, 2022 and 2021.

Depreciation expense on the above property, plant and equipment totaled $198 million, $210 million, and $227 million for the years ended December 31, 2022, 2021, and 2020, respectively.

The Company had contractual commitments of $77 million and $61 million for the acquisition of property, plant and equipment at December 31, 2022 and 2021, respectively.

Note 7: Investments in Unconsolidated Subsidiaries and Affiliates

A summary of investments in unconsolidated subsidiaries and affiliates as of December 31, 2022 and 2021 is as follows:

 

	2022		2021
	(in millions)
Equity method	$	331	$	286
Cost method	54		47
Total	$	385	$	333

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A summary of the combined results of operations and financial position as reported by the investees that CNH Industrial accounts for using the equity method is as follows (unaudited):

	For The Years Ended December 31,
	2022		2021		2020
	(in millions)
Net revenue	$	2,096	$	1,996	$	1,462
Income before taxes	$	348	$	332	$	225
Net income	$	280	$	247	$	175

	As of December 31,
	2022		2021
	(in millions)
Total Assets	$	7,290	$	6,789
Total Liabilities	$	6,376	$	5,983
Total Equity	$	914	$	806

The investees included in these tables primarily consists of Al Ghazi Tractors Ltd. (43.2% ownership), Turk Traktor re Ziraat Makineteri A.S. (37.5% ownership), New Holland HFT Japan Inc. (50.0% ownership), CNH de Mexico S.A. de C.V. (50.0% ownership), CIFINS S.p.a (50.0% ownership) and CNH Industrial Capital Europe S.a.S (24.9% ownership owned directly by CIFINS S.p.a).

Note 8: Leases

Lessee

The Company has mainly operating lease contracts for buildings, plant and machinery, vehicles, IT equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet. For the leases the Company recognized, on a straight-line basis over the lease term, lease expense of $13 million and $5 million and for the year ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022 and 2021, the Company incurred operating lease expenses of $74 million and $69 million, respectively.

At December 31, 2022 and 2021, the Company has recorded approximately $225 million and $194 million of a right-of-use asset, respectively, and $228 million and $196 million of lease liability included in Other Assets and Other Liabilities, respectively. At December 31, 2022 and 2021 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 5.9 years and 3.8%, and 5.5 years and 3.6%, respectively.

During the year ended December 31, 2022 and 2021, leased assets obtained in exchange for operating lease obligations were $114 million and $50 million, respectively. During the year ended December 31, 2022 and 2021, operating cash outflow for amounts included in the measurement of operating lease obligations was $73 million and $68 million, respectively.

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Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:

	Amount
Operating Leases	(in millions)
2023	$	63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	$	259
Less: Interest	31
Total	$	228

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 are accounted for separately.

A summary of equipment on operating leases as of December 31, 2022, and 2021 is as follows:

	2022		2021
	(in millions)
Equipment on operating leases	$	1,894	$	2,167
Accumulated depreciation	(392)		(429)
Net equipment on operating leases	$	1,502	$	1,738

Depreciation expense on equipment on operating leases is recorded in "Other, net" and amounted to $207 million, $241 million and $242 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

	Amount
	(in millions)
2023	$	197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	—
Total undiscounted lease payments	$	438

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Note 9: Goodwill and Other Intangibles

Changes in the carrying amount of goodwill, for the years ended December 31, 2022 and 2021 are as follows:

	Agriculture		Construction		Financial Services		Total
	(in millions)
Balance at January 1, 2021	$	1,695	$	0	$	143	$	1,838
Foreign currency translation and other	(1)		(2)		(2)		(5)
Acquisitions	1,326		51		—		1,377
Balance at December 31, 2021	$	3,020	$	49	$	141	$	3,210
Foreign currency translation and other	68		(3)		(1)		64
Acquisitions	48		—		—		48
Balance at December 31, 2022	$	3,136	$	46	$	140	$	3,322

The acquisition of Specialty Enterprises LLC (Specialty) during the second quarter of 2022 led to the increase in Goodwill for Agriculture of $43 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. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2022. Thus, goodwill associated with the acquisitions is subject to adjustment during the measurement period.

As of December 31, 2021, the acquisitions of Raven and Sampierana during the fourth quarter of 2021 led to an increase in goodwill for Agriculture and Construction of $1.3 billion and $51 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 in Q4 2022. Measurement period adjustments were recorded in the current year that increased Goodwill by $77 million for Agriculture, primarily related to updates of certain of the valuations.

Impairment testing for goodwill is done at a reporting unit level. Under the goodwill impairment test, CNH Industrial’s estimate of the fair value of the reporting unit is compared with its carrying value. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. CNH Industrial has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs. At December 31, 2022 and December 31, 2021, the Company completed its annual impairment assessment and concluded there were no impairments to goodwill for any of the reporting units.

As of December 31, 2022, and December 31, 2021, the Company’s other intangible assets and related accumulated amortization consisted of the following:

		2022						2021
	Weighted Avg. Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
		(in millions)
Other intangible assets subject to amortization:
Dealer networks	15	$	291	$	242	$	49	$	290	$	231	$	59
Patents, concessions, licenses and other	5-25	1,796		1,153		643		1,851		1,097		754
		2,087		1,395		692		2,141		1,328		813
Other intangible assets not subject to amortization:
In-process research and development		165		—		165		122		—		122
Trademarks		272		—		272		272		—		272
Total Other intangible assets		$	2,524	$	1,395	$	1,129	$	2,535	$	1,328	$	1,207

During the fourth quarter of 2021, the Company recorded $0.5 billion in intangible assets based on the preliminary valuation for the Raven Industries, Inc. and Sampierana S.p.A. acquisitions. Measurement period adjustments were recorded in 2022 that decreased

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other intangible assets subject to amortization and increased other intangible assets not subject to amortization by $115 million and $43 million respectively, primarily related to updates of certain of the valuations for the Raven assets.

CNH Industrial recorded amortization expense of $130 million, $85 million, and $72 million during 2022, 2021, and 2020, respectively.

Based on the current amount of other intangible assets subject to amortization, the estimated annual amortization expense for each of the succeeding 5 years is expected to be as follows: $126 million in 2023; $94 million in 2024; $63 million in 2025, $49 million in 2026; and $38 million in 2027.

Note 10: Debt

Credit Facilities

Lenders of committed credit facilities have the obligation to make advances up to the facility amount. Lenders of uncommitted facilities have the right to terminate the agreement with prior notice to CNH Industrial. At December 31, 2022, CNH Industrial’s available committed unsecured facilities expiring after twelve months amounted to $5.1 billion ($5.2 billion at December 31, 2021).

In March 2019, CNH Industrial signed a five-year committed revolving credit facility for €4 billion ($4.5 billion at March 31, 2019 exchange rate) due to mature in 2024 with two extension options of 1-year each, exercisable on the first and second anniversary of the signing date. CNH Industrial exercised the first of the two extension options as of February 28, 2020 and the second extension option as of February 26, 2021. The facility is now due to mature in March 2026 for €3,950.5 million; €49.5 million within the facility will mature in March 2025. The credit facility replaced the existing five-year €1.75 billion credit facility due to mature in 2021. The €4 billion facility is guaranteed by the parent company with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America Inc.), includes typical provisions for contracts of this type and size, such as: customary covenants mainly relating to Industrial Activities including negative pledge, a status (or pari passu) covenant, restrictions on the incurrence of indebtedness by certain subsidiaries, customary events of default (some of which are subject to minimum thresholds and customary mitigants) including cross-default, failure to pay amounts due or to comply with certain provisions under the loan agreement, the occurrence of certain bankruptcy-related events and mandatory prepayment obligations upon a change in control of CNH Industrial or the borrower and a financial covenant (Net debt/EBITDA ratio relating to Industrial Activities) that is not applicable with the current ratings levels. The failure to comply with these provisions, in certain cases if not suitably remedied, can lead to the requirement to make early repayment of the outstanding advances. At December 31, 2022, the Company was in compliance with all covenants in the revolving credit facility.

At December 31, 2022, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to $2.9 billion ($3.9 billion at December 31, 2021 of which $3.0 billion excluding Iveco Group), of which $2.1 billion at December 31, 2022 ($2.8 billion at December 31, 2021 of which $2.0 billion excluding Iveco Group) were utilized.

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Debt

A summary of issued bonds outstanding as of December 31, 2022, is as follows:

	Currency	Face value of outstanding bonds (in millions)	Coupon		Maturity	Outstanding amount (in millions)
Industrial Activities
Euro Medium Term Notes:
CNH Industrial Finance Europe S.A. (1)	EUR	369	2.875	%	May 17, 2023	393
CNH Industrial Finance Europe S.A. (1)	EUR	750	0.000	%	April 1, 2024	800
CNH Industrial Finance Europe S.A. (1)	EUR	650	1.750	%	September 12, 2025	694
CNH Industrial Finance Europe S.A. (1)	EUR	100	3.500	%	November 12, 2025	107
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.875	%	January 19, 2026	533
CNH Industrial Finance Europe S.A. (1)	EUR	600	1.750	%	March 25, 2027	640
CNH Industrial Finance Europe S.A. (1)	EUR	50	3.875	%	April 21, 2028	53
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.625	%	July 3, 2029	533
CNH Industrial Finance Europe S.A. (1)	EUR	50	2.200	%	July 15, 2039	53
Other Bonds:
CNH Industrial N.V. (2)	USD	600	4.500	%	August 15, 2023	600
CNH Industrial N.V. (2)	USD	500	3.850	%	November 15, 2027	500
Hedging effects, bond premium/discount, and unamortized issuance costs						(70)
Total Industrial Activities						4,836
Financial Services
CNH Industrial Capital LLC	USD	600	1.950	%	July 2, 2023	600
CNH Industrial Capital LLC	USD	500	4.200	%	January 15, 2024	500
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 Canada Ltd.	CAD	300	1.500	%	October 1, 2024	222
CNH Industrial Capital Australia Pty Limited	AUD	250	1.750	%	July 8, 2024	170
CNH Industrial Capital Argentina S.A.	USD	31	0.000	%	2023/2025	31
Banco CNH Industrial Capital S.A.	BRL	3,077	8.120% 15.350%		2023/2028	589
Hedging effects, bond premium/discount, and unamortized issuance costs						(66)
Total Financial Services						4,046

(1) Bond listed on the Irish Stock Exchange

(2) Bond listed on the New York Stock Exchange

A summary of total debt as of December 31, 2022 and 2021, is as follows:

	2022						2021
(in millions)	Industrial Activities		Financial Services		Total		Industrial Activities		Financial Services		Total
Total Bonds	$	4,836	$	4,046	$	8,882	$	5,184	$	3,280	$	8,464
Asset-backed debt	—		9,751		9,751		—		8,875		8,875
Other debt	73		4,256		4,329		151		3,407		3,558
Intersegment debt	63		888		—		150		181		—
Total Debt	$	4,972	$	18,941	$	22,962	$	5,485	$	15,743	$	20,897
Payables to Iveco Group	5		151		156		334		168		502
Total Debt (Including Payables to Iveco Group)	$	4,977	$	19,092	$	23,118	$	5,819	$	15,911	$	21,399

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The weighted-average interest rate on consolidated debt at December 31, 2022, and 2021 was 3.5% and 2.3%, respectively.

In May 2021, CNH Industrial Capital LLC issued $600 million of 1.450% notes due in 2026 at an issue price of 99.208% of their principal amount.

In July 2021, CNH Industrial Capital Australia Pty. Limited issued AUD200 million of 1.750% notes due in 2024 at an issue price of 99.863% of their principal amount.

In September 2021, CNH Industrial Capital Australia Pty. Limited issued AUD50 million of 1.750% notes due in 2024 at an issue price of 101.069% of their principal amount. The issue is a private placement.

In September 2021, CNH Industrial Capital Canada Ltd issued CAD 300 million of 1.500% notes due in 2024 at an issue price of 99.936% of their principal amount.

In April 2022, Banco CNH Industrial Capital S.A. issued BRL 600 million of notes in two tranches: BRL 177 million at CDI + 0.90%, due in 2024 and BRL 423 million at CDI +1.10%, due in 2025.

In May 2022, Banco CNH Industrial Capital S.A. issued BRL 350 million of notes at CDI +1.10%, due in 2025, through a private placement.

In May 2022, CNH Industrial Capital LLC issued $500 million of 3.950% notes due in 2025 at an issue price of 99.469% of their principal amount.

In September 2022, Banco CNH Industrial Capital S.A. issued BRL 700 million of notes in three tranches: BRL 268 million at CDI + 0.90%, due in 2024; BRL 193 million at CDI +1.05%, due in 2025 and BRL 239 million at CDI +1.30%, due in 2026.

In October 2022, CNH Industrial Capital LLC issued $400 million of 5.450% notes due in 2025 at an issue price of 99.349% of their principal amount.

In October 2022, CNH Industrial Capital Argentina S.A. issued $23 million of 0.000% notes due in 2025. This was a voluntary exchange offer for the outstanding USD-linked Series 1 notes issued in 2020 due August 2023.

In November 2022, Banco CNH Industrial Capital S.A. issued BRL 22 million of notes at CDI + 1.05%, due in 2025, through a private placement.

In December 2022, Banco CNH Industrial Capital S.A. issued BRL 190 million of notes at CDI + 0.85%, due in 2024, through a private placement.

On January 4, 2022 Fitch Ratings raised its Long-Term Issuer Default Rating on CNH Industrial N.V. to ‘BBB+’ from ‘BBB-’. Fitch also upgraded CNH Industrial Finance Europe S.A.’s senior unsecured rating to ‘BBB+’ from ‘BBB-'. The Outlook is Stable. On January 7, 2022 Fitch has upgraded the Long-Term Issuer Default Ratings and senior unsecured debt ratings of CNH Industrial Capital LLC (CNHI Capital) and CNH Industrial Capital Canada Ltd. (CNH Canada) to 'BBB+' from 'BBB-'. The Rating Outlook is Stable. Fitch has also upgraded CNHI Capital's Short-Term IDR and commercial paper (CP) ratings to 'F2' from 'F3'.

On February 25, 2022, Moody's Investors Service (Moody's) upgraded the senior unsecured ratings of CNH Industrial N.V. (CNHI) and its supported subsidiaries including CNH Industrial Capital LLC, CNH Industrial Finance Europe S.A. (CNHI Finance), CNH Industrial Capital Australia Pty. Limited and CNH Industrial Capital Canada Ltd. to Baa2 from Baa3. At the same time, Moody's withdrew CNHI Finance's short term rating of (P)P-3. The outlook is stable.

The bonds issued by CNH Industrial may contain commitments of the issuer, and in certain cases commitments of CNH Industrial N.V. in its capacity as guarantor, which are typical of international practice for bond issues of this type such as, in particular, negative pledge (in relation to quoted indebtedness), a status (or pari passu) covenant and cross default clauses. A breach of these commitments can lead to the early repayment of the applicable notes. The bonds guaranteed by CNH Industrial N.V. under the Euro Medium Term Note Programme (and its predecessor the Global Medium Term Note Programme), as well as the notes issued by CNH Industrial N.V., contain clauses which could lead to early repayment if there is a change of control of CNH Industrial N.V. leading to a rating downgrading of CNH Industrial N.V.

Other debt consists primarily of borrowings from banks which are at various terms and rates. Included in Other debt of Financial Services is approximately $1.2 billion and $1.1 billion at December 31, 2022 and 2021, respectively, of funding provided by the Brazilian development agency, Banco Nacional de Desenvolvimento Econômico e Social (BNDES). The program provides subsidized funding to financial institutions to be loaned to customers to support the purchase of agricultural or construction machinery or commercial equipment in accordance with the program.

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A summary of the minimum annual repayments of debt as of December 31, 2022, for 2023 and thereafter is as follows:

	Industrial Activities		Financial Services		Consolidated
	(in millions)
2023	$	1,032	$	8,556	$	9,588
2024	800		3,539		4,339
2025	800		2,670		3,470
2026	533		2,133		2,666
2027	1,101		664		1,765
2028 and thereafter	643		491		1,134
Payables to Iveco Group	5		151		156
Intersegment	63		888		—
Total	$	4,977	$	19,092	$	23,118

Please refer to “Note 15: Financial Instruments” for fair value information on debt.

Note 11: Income Taxes

CNH Industrial N.V. and its subsidiaries have substantial worldwide operations and incur tax obligations in the jurisdictions in which they operate. The Company’s provision (benefit) for income taxes as reported in its consolidated statements of operations for the year ended December 31, 2022 of $747 million consists almost entirely of income taxes related to subsidiaries of CNH Industrial N.V.

The sources of income before taxes and equity in income of unconsolidated subsidiaries and affiliates for the years ended December 31, 2022, 2021, and 2020 are as follows:

	2022		2021		2020
	(in millions)
Parent country source	$	143	$	161	$	(97)
Foreign sources	2,539		1,778		(82)
Income (loss) before taxes and equity in income of unconsolidated subsidiaries and affiliates	$	2,682	$	1,939	$	(179)

The provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following:

	2022		2021		2020
	(in millions)
Current income taxes	$	819	$	498	$	185
Deferred income taxes	(72)		(269)		(100)
Total income tax provision (benefit)	$	747	$	229	$	85

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CNH Industrial N.V. is incorporated in the Netherlands but is a tax resident of the United Kingdom ("U.K."). The reconciliation of the differences between the provision for income taxes and the statutory rate is presented based on the weighted average of the U.K. statutory corporation tax rates in force over each of the Company’s calendar year reporting periods of 19% in 2022, 2021, and 2020. Reconciliations of CNH Industrial’s income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows:

	2022		2021		2020
	(in millions)
Tax provision at the parent statutory rate	$	510	$	368	$	(34)
Foreign income taxed at different rates	243		136		34
Change in valuation allowance	(70)		(207)		6
Tax contingencies	58		(18)		(8)
Tax credits and incentives	(54)		(79)		(25)
Goodwill impairment	—		—		111
Change in tax rate or law	—		(5)		—
Other	60		34		1
Total income tax provision (benefit)	$	747	$	229	$	85

The increased tax expense in 2022, as compared to 2021, was largely attributable to improved pre-tax results, increased profitability in high-tax jurisdictions, taxes associated with the disposition of Raven’s Engineered Films Division and Raven’s Aerostar Division, additional reserves for uncertain tax positions, and the addition of unrecognized deferred tax assets in jurisdictions with highly inflationary economies in 2022. Although these negative impacts in 2022 were partially offset by $55 million of benefits from the recognition of deferred tax assets in Italy, this impact was not as large as the $161 million in benefits from the recognition of deferred tax assets in Brazil in 2021. The 2021 rate was also reduced by a reduction in reserves for uncertain tax positions, and the utilization of unrecognized deferred tax assets.

The tax expense in 2021 was higher than in 2020 due to higher earnings but resulted in a lower effective tax rate in 2021 primarily due to favorable differences in earnings mix and valuation allowance in 2021, and non-recurring non-deductible goodwill charges in 2020. Improved profitability in 2021 resulted in higher use of previously unrecognized tax assets in 2021 compared to 2020.

At December 31, 2022, undistributed earnings in certain subsidiaries outside the U.K. totaled approximately $9 billion for which no deferred tax liability has been recorded because the remittance of earnings from those jurisdictions would incur no tax, or such earnings are indefinitely reinvested. The Company has determined the amount of unrecognized deferred tax liability relating to the $9 billion of undistributed earnings was approximately $109 million and was attributable to withholding taxes and incremental local country income taxes in certain jurisdictions. Further, the Company evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $13 million of deferred tax liabilities as of December 31, 2022. The repatriation of undistributed earnings from subsidiaries to the U.K. is generally exempt from U.K. income taxes and as such there is no deferred tax liability associated with undistributed earnings from non-UK jurisdictions.

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Deferred Income Tax Assets and Liabilities

The components of net deferred tax assets as of December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Deferred tax assets:
Warranty and campaigns	$	86	$	84
Allowance for credit losses	108		83
Marketing and sales incentive programs	359		293
Other risk and future charges reserve	40		42
Pension, postretirement and postemployment benefits	87		146
Leasing liabilities	55		49
Research and development costs	139		27
Other reserves	251		335
Tax credits and loss carry forwards	266		388
Less: Valuation allowances	(343)		(438)
Total deferred tax assets	$	1,048	$	1,009
Deferred tax liabilities:
Property, plant and equipment	$	370	$	414
Intangibles	180		190
Inventories	70		92
Other	80		47
Total deferred tax liabilities	700		743
Net deferred tax assets	$	348	$	266

Net deferred tax assets are reflected in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 as follows:

	2022		2021
	(in millions)
Deferred tax assets	$	433	$	421
Deferred tax liabilities	(85)		(125)
Other liabilities	—		(30)
Net deferred tax assets	$	348	$	266

Valuation Allowances

As of December 31, 2022, the Company has valuation allowances of $343 million against certain deferred tax assets, including tax loss carry forwards, tax credits and other deferred tax assets. These valuation allowances are primarily attributable to certain operations in China, Germany, and the U.K.

CNH Industrial has gross tax loss carry forwards in several tax jurisdictions. These tax losses expire as follows: $40 million in 2023; $33 million in 2024; $23 million in 2025; $17 million in 2026; $296 million in 2027 and beyond. CNH Industrial also has tax loss carry forwards of approximately $628 million with indefinite lives. CNH Industrial has tax credit carry forwards of $48 million which expire in 2026 and beyond.

Uncertain Tax Positions

The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world. The Company has open tax years from 2009 to 2022. Due to the global nature of the Company’s business, transfer pricing disputes may arise, and the Company may seek correlative relief through the competent authority processes. The Company has considered the possibility of correlative relief when booking contingencies related to transfer pricing.

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A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	143	$	179
Additions based on tax positions related to the current year	16		17
Additions for tax positions of prior years	35		9
Reductions for tax positions of prior years	(16)		(24)
Reductions for tax positions as a result of lapse of statute	(2)		(1)
Settlements	(14)		(37)
Balance, end of year	$	162	$	143

As of December 31, 2022, there are $153 million of unrecognized tax benefits that if recognized would affect the effective tax rate.

The Company recognizes interest and penalties accrued related to tax contingencies as part of the income tax provision. During the years ended December 31, 2022, 2021 and 2020, the Company recognized expense of approximately $6 million, $(2) million and $4 million for income tax related interest and penalties, respectively. The Company had approximately $19 million, $13 million and $23 million of income tax related interest and penalties accrued at December 31, 2022, 2021 and 2020, respectively.

Note 12: Employee Benefit Plans and Postretirement Benefits

CNH Industrial provides pension, healthcare and insurance plans and other postemployment benefits to their employees and retirees under defined contribution and defined benefit plans.

In the case of defined contribution plans, CNH Industrial makes contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been made, the Company has no further payment obligations. CNH Industrial recognizes the contribution cost when the employees have rendered their service and includes this cost by function in cost of goods sold, SG&A expense, and R&D expense. During the years ended December 31, 2022, 2021, and 2020, CNH Industrial recorded expense of $115 million, $97 million, and $88 million, respectively, for its defined contribution plans.

Defined benefit plans are classified by CNH Industrial on the basis of the type of benefit provided as follows: pension plans, healthcare plans, and other postemployment benefit plans.

Pension Plans

Pension obligations primarily comprise the obligations of the Company’s pension plans in the U.S., the U.K., and Germany.

Under these plans, contributions are made to a separate fund (trust) that independently administers the plan assets. The Company’s funding policy is to meet the minimum funding requirements pursuant to the laws of the applicable jurisdictions. The Company may also choose to make discretionary contributions.

In 2020, CNH Industrial signed group annuity contracts to transfer the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans. In connection with these transactions, $550 million of plan obligations were transferred along with $550 million of plan assets. The Company also recognized a $125 million pre-tax non-cash settlement charge, primarily related to the accelerated recognition of actuarial losses in those plans in 2020, recorded in Other, Net on the Consolidated Statement of Operations.

Healthcare Postretirement Benefit Plans

Healthcare postretirement benefit plan obligations comprise obligations for healthcare and insurance plans granted to employees working in the U.S. and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least 10 years of employment. CNH Industrial U.S. salaried and non-represented hourly employees and Canadian employees hired after January 1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH Industrial plans. These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH Industrial has reserved the right to change or terminate these benefits, subject to the provisions of any collective bargaining agreement. These plans are not required to be funded. However, beginning in 2007, the Company began making contributions on a voluntary basis to a separate and independently managed fund established to finance the North American healthcare plans.

On February 20, 2018, CNH Industrial announced that the United States Supreme Court ruled in its favor in Reese vs. CNH Industrial N.V. and CNH Industrial America LLC. The decision allowed CNH Industrial to terminate or modify various retiree healthcare

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benefits previously provided to certain UAW Union represented CNH Industrial retirees. On April 16, 2018, CNH Industrial announced its determination to modify the Benefits provided to the applicable retirees (“Benefits Modification”) to make them consistent with the Benefits provided to current eligible CNH Industrial retirees who had been represented by the UAW. The Benefits Modification resulted in a reduction of the plan liability by $527 million. This amount was amortized from OCI to the income statement over approximately 4.5 years, which represents the average service period to attain eligibility conditions for active participants. For the years ended December 31, 2022, 2021 and 2020, $90 million, $119 million and $119 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

In 2021, CNH Industrial communicated plan changes for the US retiree medical plan. The plan changes resulted in a reduction of the plan liability by $100 million. This amount will be amortized from OCI to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants. For the year ended December 31, 2022 and December 31, 2021, $24 million and $6 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

Effective January 1, 2022, post-retirement medical coverage for certain US employees who retired prior to December 2004 was transitioned to an individual marketplace. In August 2022, the Company settled the benefits obligation related to RHRA benefits for this group. In connection with this transaction, $27 million of plan obligations and plan assets were transferred. The Company recognized a $3 million pre-tax non-cash settlement charge, primarily related to the accelerated recognition of actuarial losses.

Other Postemployment Benefits

Other postemployment benefits consist of obligations for Italian Employee Leaving Entitlements up to December 31, 2006, loyalty bonus in Italy and various other similar plans in France, Germany and Belgium. Until December 31, 2006, Italian companies with more than 50 employees were required to accrue for benefits paid to employees upon them leaving the Company. The scheme has since changed to a defined contribution plan. The obligation on the Company’s consolidated balance sheet represents the residual reserve for years until December 31, 2006. Loyalty bonus is accrued for employees who have reached certain service seniority and are generally settled when employees leave the Company. These plans are not required to be funded and, therefore, have no plan assets.

Obligations and Funded Status

The following summarizes data from CNH Industrial’s defined benefit pension, healthcare and other postemployment plans for the years ended December 31, 2022 and 2021:

	Pension				Healthcare (1)				Other (1)
	2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	1,843	$	1,984	$	281	$	409	$	113	$	130
Service cost	11		13		4		4		5		6
Interest cost	27		19		6		6		1		1
Plan participants’ contributions	1		1		4		6		—		—
Actuarial loss (gain)	(476)		(56)		(52)		(19)		(15)		(1)
Gross benefits paid	(77)		(75)		(28)		(36)		(7)		(9)
Plan amendments	—		—		(6)		(100)		—		—
Currency translation adjustments and other (2)	(154)		(43)		(28)		11		(8)		(14)
Ending benefit obligation	$	1,175	$	1,843	$	181	$	281	$	89	$	113
Change in the fair value of plan assets:
Beginning plan assets	1,474		1,451		130		145		—		—
Actual return on plan assets	(357)		65		(21)		9		—		—
Employer contributions	46		43		—		—		—		—
Plan participants’ contributions	1		1		—		—		—		—
Gross benefits paid	(65)		(61)		(9)		(9)		—		—
Currency translation adjustments and other (2)	(120)		(25)		(42)		(15)		—		—
Ending plan assets	979		1,474		58		130		—		—
Funded status:	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

(1)The healthcare and other postemployment plans are not required to be prefunded.

(2)Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in 2021 and 2022.

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The following summarizes data from CNH Industrial’s defined benefit pension plans by significant geographical area for the years ended December 31, 2022 and 2021:

	U.S.				U.K				Germany (1)				Other Countries (1)
	2022		2021		2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	174	$	177	$	1,288	$	1,353	$	157	$	196	$	224	$	258
Service cost	3		3		—		—		—		—		8		10
Interest cost	5		4		20		14		1		—		1		1
Plan participants’ contributions	—		—		—		—		—		—		1		1
Actuarial loss (gain)	(51)		(15)		(360)		(11)		(29)		(12)		(36)		(18)
Gross benefits paid	(3)		5		(48)		(51)		(11)		(14)		(15)		(15)
Plan amendments	—		—		—		—		—		—		—		—
Currency translation adjustments and other (2)	—		—		(130)		(17)		(10)		(13)		(14)		(13)
Ending benefit obligation	$	128	$	174	$	770	$	1,288	$	108	$	157	$	169	$	224
Change in the fair value of plan assets:
Beginning plan assets	205		204		1,057		1,029		4		5		208		213
Actual return on plan assets	(43)		(4)		(292)		57		—		—		(22)		12
Employer contributions	—		—		39		35		—		—		7		8
Plan participants’ contributions	—		—		—		—		—		—		1		1
Gross benefits paid	(3)		5		(48)		(51)		—		—		(14)		(15)
Currency translation adjustments and other (2)	—		—		(106)		(13)		—		(1)		(14)		(11)
Ending plan assets	$	159	$	205	$	650	$	1,057	$	4	$	4	$	166	$	208
Funded status:	$	31	$	31	$	(120)	$	(231)	$	(104)	$	(153)	$	(3)	$	(16)

(1)    Pension benefits in Germany and some other countries are not required to be prefunded.

(2)    Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in the fourth quarter of 2021.

Net amounts recognized in the consolidated balance sheets as of December 31, 2022 and 2021 consist of:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Other assets	$	41	$	40	$	—	$	—	$	—	$	—
Pension, postretirement and other postemployment benefits	(237)		(409)		(123)		(151)		(89)		(113)
Net liability recognized at end of year	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

Pre-tax amounts recognized in accumulated other comprehensive loss as of December 31, 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Unrecognized actuarial losses (gains)	$	359	$	1	$	(11)
Unrecognized prior service credit	(2)		(86)		(7)
Accumulated other comprehensive loss	$	357	$	(85)	$	(18)

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The following table summarizes the aggregate pension accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets:

	Pension
	2022		2021
	(in millions)
Accumulated benefit obligation	$	888	$	1,505
Fair value of plan assets	$	656	$	1,102

The following table summarizes CNH Industrial’s pension and other postemployment plans with projected benefit obligations in excess of plan assets:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Projected benefit obligation	$	969	$	1,607	$	181	$	281	$	89	$	113
Fair value of plan assets	$	733	$	1,198	$	58	$	130	$	—	$	—

The total accumulated benefit obligation for pension was $1,156 million and $1,826 million as of December 31, 2022 and 2021, respectively.

Net Periodic Benefit Cost

The following summarizes the components of net periodic benefit cost of CNH Industrial’s defined benefit for the years ended December 31, 2022, 2021, and 2020:

	Pension						Healthcare						Other
	2022		2021		2020		2022		2021		2020		2022		2021		2020
	(in millions)
Service cost	$	11	$	13	$	14	$	4	$	4	$	4	$	5	$	6	$	6
Interest cost	27		19		39		6		6		10		1		1		1
Expected return on assets	(47)		(53)		(69)		(5)		(7)		(7)		—		—		—
Amortization of:
Prior service cost (credit)	—		—		—		(126)		(136)		(130)		—		—		(1)
Actuarial loss (gain)	19		25		34		1		3		2		(2)		2		1
Settlement loss and other	(3)		—		125		3		—		—		1		2		2
Net periodic benefit cost (credit)	$	7	$	4	$	143	$	(117)	$	(130)	$	(121)	$	5	$	11	$	9

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Net periodic benefit cost recognized in net income and other changes in plan assets and benefit obligations that are recognized in other comprehensive loss during 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Net periodic benefit cost	$	7	$	(117)	$	5
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	(19)		(1)		1
Amortization of actuarial losses	(70)		(29)		(16)
Amortization of prior service (cost) credit	—		120		—
Currency translation adjustments and other	(46)		—		1
Total recognized in other comprehensive (income) loss	(135)		90		(14)
Total recognized in comprehensive loss	$	(128)	$	(27)	$	(9)

Assumptions

The following assumptions were utilized in determining the funded status at December 31, 2022 and 2021, and the net periodic benefit cost of CNH Industrial’s defined benefit plans for the years ended December 31, 2022, 2021, and 2020:

	Pension plans			Healthcare plans			Other
(in %)	2022	2021	2020	2022	2021	2020	2022	2021	2020
Assumptions used to determine funded status at December 31
Weighted-average discount rate	4.64	1.79	1.25	5.28	2.59	2.16	4.11	1.12	0.59
Weighted-average rate of compensation increase	3.03	2.41	2.26	4.00	4.00	n/a	3.19	2.33	2.08
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	5.12	4.18	4.39	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	4.00	3.58	3.95	n/a	n/a	n/a
Assumptions used to determine expense
Weighted-average discount rates - service cost	1.32	0.94	1.39	3.15	2.57	3.27	1.36	0.77	0.92
Weighted-average discount rates - interest cost	1.59	0.98	1.81	2.87	1.55	2.62	0.99	0.47	0.61
Weighted-average rate of compensation increase	2.41	2.26	3.24	4.00	n/a	n/a	2.33	2.08	2.14
Weighted-average long-term rates of return on plan assets	3.42	3.71	4.08	4.76	4.85	5.00	n/a	n/a	n/a
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	4.18	4.39	4.68	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	3.58	3.95	4.20	n/a	n/a	n/a

(*)    CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2029 for U.S. plans. A flat trend rate assumption is utilized for the Canada plans.

Assumed discount rates are used in measurements of pension, healthcare and other postemployment benefit obligations and interest cost components of net periodic cost. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on high-quality fixed income investments at the measurement date. The assumed discount rate is used to discount future benefit obligations back to today’s dollars. The discount rates for the U.S., European, U.K. and Canadian obligations are based on a benefit cash flow-matching approach and represent the rates at which the benefit obligations could effectively be settled as of the measurement date, December 31. The benefit cash flow-matching approach involves analyzing CNH Industrial’s projected cash flows against a high quality bond yield curve, mainly calculated using a wide population of AA-grade corporate bonds subject to minimum amounts outstanding and meeting other defined selection criteria. The discount rates for the Company’s remaining obligations are based on benchmark yield data of high-quality fixed income investments for which the timing and amounts of payments approximate the timing and amounts of projected benefit payments.

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The expected long-term rate of return on plan assets reflects management’s expectations on long-term average rates of return on funds invested to provide for benefits included in the projected benefit obligations. The expected return is based on the outlook for inflation, fixed income returns and equity returns while also considering asset allocation and investment strategy, premiums for active management to the extent asset classes are actively managed, and plan expenses. Return patterns and correlations, consensus return forecasts, and other relevant financial factors are analyzed to check for reasonability and appropriateness.

The assumed healthcare trend rate represents the rate at which healthcare costs are assumed to increase. Rates are determined based on company-specific experience, consultation with actuaries and outside consultants, and various trend factors including general and healthcare sector-specific inflation projections from the United States Department of Health and Human Services Healthcare Financing Administration. The initial trend is a short-term assumption based on recent experience and prevailing market conditions. The ultimate trend is a long-term assumption of healthcare cost inflation based on general inflation, incremental medical inflation, technology, new medicine, government cost-shifting, utilization changes, an aging population, and a changing mix of medical services.

CNH Industrial annually reviews the mortality assumptions and demographic characteristics of its U.S. pension plan and healthcare plan participants. In 2020, the Company adopted the no-collar variant of the Pri-2012 base table for the US pension plans subsequent to the settlement of a portion of the outstanding pension obligation through purchase of annuity contracts. Additionally, the Company adopted the updated mortality improvement scale issued by the SOA ("MP-2020"). The adoption of the new mortality assumptions resulted in a total decrease of $7.8 million to the Company’s benefit obligations at December 31, 2020, of which $8.6 million and $(0.8) million were related to pension plans and healthcare plans, respectively. In 2021, the Company adopted the updated mortality improvement scale issued by the SOA ("MP-2021"). The adoption of the new mortality assumptions resulted in a total increase of $1.3 million to the Company’s benefit obligations at December 31, 2021, of which $0.5 million and $0.8 million were related to pension plans and healthcare plans, respectively. The Company did not change its mortality assumptions in 2022 because the MP-2021 mortality improvement scale continues to be the most current.

The Company uses the spot yield curve approach to estimate the service and interest cost components of the net periodic pension and other postretirement benefit costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows.

Plan Assets

The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations. Typically, less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of inflation. More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility. Risk management practices include the use of multiple asset classes and investment managers within each asset class for diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored.

Weighted average target asset allocation for all plans for 2022 are as follows:

	All Plans
Asset category:
Equity securities	8	%
Debt securities	49	%
Cash/Other	43	%

CNH Industrial determines the fair value of plan assets using observable market data obtained from independent sources when available. CNH Industrial classifies its plan assets according to the 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.

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The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2022:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	7		6		1		—
U.S. corporate bonds	20		15		5		—
Non-U.S. government bonds	29		7		22		—
Non-U.S. corporate bonds	13		—		13		—
Mortgage backed securities	3		—		3		—
Other fixed income	3		—		3		—
Total Fixed income securities	75		28		47		—
Other types of investments:
Mutual funds (A)	901		—		901		—
Insurance contracts	40		—		—		40
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	941		—		901		40
Cash:	21		6		15		—
Total	$	1,037	$	34	$	963	$	40

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2022:

 

	Insurance Contracts (in millions)
Balance at December 31, 2021	$	45
Actual return on plan assets relating to assets still held at    reporting date	(1)
Purchases	4
Settlements	(7)
Transfers in and/or out of level 3	—
Currency impact	(1)
Balance at December 31, 2022	$	40

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The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2021:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	72		72		—		—
U.S. corporate bonds	7		—		7		—
Non-U.S. government bonds	40		9		31		—
Non-U.S. corporate bonds	18		—		18		—
Mortgage backed securities	—		—		—		—
Other fixed income	—		—		—		—
Total Fixed income securities	137		81		56		—
Other types of investments:
Mutual funds (A)	1,387		—		1,387		—
Insurance contracts	45		—		—		45
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	1,432		—		1,387		45
Cash:	35		15		20		—
Total	$	1,604	$	96	$	1,463	$	45

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2021:

	Insurance Contracts (in millions)
Balance at December 31, 2020	$	48
Actual return on plan assets relating to assets still held at    reporting date	—
Purchases	4
Settlements	(5)
Transfers in and/or out of Level 3	—
Currency impact	(2)
Balance at December 31, 2021	$	45

Contributions

CNH Industrial expects to contribute (including through direct benefit payments) approximately $48 million to its pension plans, $15 million to its healthcare plans and $7 million to its other postemployment plans in 2023.

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The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected to be received are as follows:

		Pension Plans		Healthcare		Other
	(in millions)
2023		$	73	$	19	$	7
2024		70		18		8
2025		73		18		8
2026		74		17		8
2027		84		17		8
2028 - 2032		402		84		43
Total		$	776	$	173	$	82

Note 13: Other Liabilities

A summary of “Other liabilities” as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Warranty and campaign programs	544		526
Marketing and sales incentive programs	1,556		1,325
Tax payables	506		671
Accrued expenses and deferred income	700		559
Accrued employee benefits	535		546
Lease liabilities	228		196
Legal reserves and other provisions	263		187
Contract reserve	16		12
Contract liabilities	33		20
Restructuring reserve	30		29
Other	436		692
Total	$	4,847	$	4,763

Warranty and Campaign Program

As described in “Note 2: Summary of Significant Accounting Policies,” CNH Industrial pays for basic warranty and other service action costs. A summary of recorded activity for the basic warranty and campaign program accrual for the years ended December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	526	$	507
Current year additions	475		417
Claims paid	(440)		(382)
Currency translation adjustment and other	(17)		(16)
Balance, end of year	$	544	$	526

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Restructuring Provision

The Company incurred restructuring costs of $31 million, $35 million, and $22 million for the years ended December 31, 2022, 2021, and 2020, respectively. These costs were as follows:

•In 2022, Agriculture and Construction recorded $21 million and $10 million, respectively.

•In 2021, Agriculture and Construction recorded $20 million and $15 million, respectively.

•In 2020, Agriculture and Construction recorded $13 million and $9 million, respectively

The following table sets forth restructuring activity for the years ended December 31, 2022, 2021 and 2020:

	Severance and Other Employee Costs		Facility Related Costs		Other Restructuring		Total
	(in millions)
Balance at January 1, 2020	$	40	$	28	$	(7)	$	61
Restructuring charges	17		3		2		22
Reserves utilized: cash	(47)		(8)		(2)		(57)
Reserves utilized: non-cash	(3)		—		3		—
Currency translation adjustments	(2)		(5)		7		—
Balance at December 31, 2020	$	5	$	18	$	3	$	26
Restructuring charges	34		—		1		35
Reserves utilized: cash	(30)		(1)		(1)		(32)
Reserves utilized: non-cash	8		(6)		(2)		—
Currency translation adjustments	—		—		—		—
Balance at December 31, 2021	$	17	$	11	$	1	$	29
Restructuring charges	23		4		4		31
Reserves utilized: cash	(12)		(3)		(3)		(18)
Reserves utilized: non-cash	(2)		(9)		—		(11)
Currency translation adjustments	(1)		—		—		(1)
Balance at December 31, 2022	$	25	$	3	$	2	$	30

Note 14: Commitments and Contingencies

As a global company with a diverse business portfolio, CNH Industrial 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 the Company 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 Industrial’s financial position and results. When it is probable that such a loss has been incurred and the amount can be reasonably estimated, an accrual has been made against the Company’s earnings and included in “Other liabilities” on the consolidated balance sheets.

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

Environmental

Pursuant to the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH Industrial 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 Industrial were released or disposed (“Waste Sites”). Of the Waste Sites, 16 are on the National Priority List (“NPL”) promulgated pursuant to CERCLA. For 60

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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 because 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 Industrial 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 Industrial 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 Industrial 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 December 31, 2022 and 2021, environmental reserves of approximately $25 million and $29 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 Investigation

Follow-up 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 & 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 Industrial 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 Industrial 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 Industrial 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 FPT Industrial S.p.A.'s 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., installed in certain Ducato (a vehicle distributed by Stellantis N.V.) and Iveco Daily vehicles. In certain instances CNH Industrial 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.

Commitments

CNH Industrial has entered operating lease contracts for the right to use industrial buildings and equipment and other assets.

Refer to Note 8 for future minimum lease payments under non-cancellable lease contracts.

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At December 31, 2022, Financial Services has various agreements to extend credit for the following financing arrangements:

Facility	Total Credit Limit		Utilized		Not Utilized
	(in millions)
Wholesale and dealer financing	$	6,818	$	3,572	$	3,246
Revolving charge accounts	2,456		209		2,247

Guarantees

CNH Industrial provided guarantees on the debt or commitments of third parties and performance guarantees in the interest of non-consolidated affiliates as of December 31, 2022 and 2021 totaling $19 million and $15 million, respectively.

Note 15: Financial Instruments

The Company may elect to measure financial instruments and certain other items at fair value. This fair value option would be applied on an instrument-by-instrument basis with changes in fair value reported in earnings. The election can be made at the acquisition of an eligible financial asset, financial liability, or firm commitment, or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The Company did not elect 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 as Level 1. In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified as 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 as 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 Industrial utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the exposure being hedged and are designated as a hedge at the inception of the derivative contract. CNH Industrial does not hold or enter into derivatives or other financial instruments for speculative purposes. The credit and market risk related to derivatives is reduced through diversification among various counterparties,

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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 Industrial 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 Industrial 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. The maturity of these instruments does not exceed 24 months and the after-tax gains (losses) deferred in accumulated other comprehensive income (loss) that will be recognized in net sales and cost of goods sold over the next twelve months assuming foreign exchange rates remain unchanged is approximately $(17) million. 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 Industrial 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 Industrial’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 Industrial’s foreign exchange derivatives was $5.9 billion and $8.2 billion at December 31, 2022 and 2021, respectively.

Interest Rate Derivatives

CNH Industrial 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 Industrial recognizes interest expense on the related debt. The after-tax gains (losses) deferred in accumulated other comprehensive income (loss) that will be recognized in interest expense over the next twelve months is insignificant.

Interest rate derivatives that have been designated as fair value hedge relationships have been used by CNH Industrial 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 Industrial 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 Industrial’s committed asset-backed facilities. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income. These facilities require CNH Industrial to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, CNH Industrial enters into a compensating position. Net gains and losses on these instruments were insignificant for the years ending December 31, 2022, 2021, and 2020.

All of CNH Industrial’s interest rate derivatives outstanding as of December 31, 2022 and 2021 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 Industrial’s interest rate derivatives was approximately $6.4 billion and $6.4 billion at December 31, 2022 and 2021, respectively.

As a result of the reform and replacement of specific benchmark interest rates, uncertainty remains regarding the timing and exact nature of those changes. At December 31, 2022, the notional amount of hedging instruments that could be affected by the reform of benchmark interest rates is $1.2 billion.

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Financial Statement Impact of CNH Industrial Derivatives

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on accumulated other comprehensive income (loss) and net income during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 (in millions):

			Recognized in Net Income
For the Year Ended December 31,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2022
Foreign exchange contracts	$	(191)	Net sales	$	(1)
			Cost of goods sold	(219)
			Other, net	3
			Interest expense, net	30
Interest rate contracts	59
Total	$	(132)		$	(187)
2021
Foreign exchange contracts	$	(57)	Net sales	$	2
			Cost of goods sold	(11)
			Other, net	(4)
			Interest expense, net	3
Interest rate contracts	49
Total	$	(8)		$	(10)
2020
Foreign exchange contracts	$	96	Net sales	$	(7)
			Cost of goods sold	31
			Other, net	6
			Interest expense, net	(5)
Interest rate contracts	(14)
Total	$	82		$	25

The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the years ended December 31, 2022, December 31, 2021, and December 31, 2020:

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)
Impact of demerger	19		—		19
Net changes in fair value of derivatives	(132)		4		(128)
Net losses reclassified from accumulated other comprehensive income into income	187		(17)		170
Accumulated derivative net losses as of December 31, 2022	$	71	$	(27)	$	44

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)
Net changes in fair value of derivatives	(8)		(12)		(20)
Net losses reclassified from accumulated other comprehensive income into income	10		(1)		9
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)

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(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2019	$	(62)	$	8	$	(54)
Net changes in fair value of derivatives	82		(8)		74
Net losses reclassified from accumulated other comprehensive income into income	(25)		(1)		(26)
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)

The following tables summarize the impact of the changes in the fair value of fair value hedges and derivatives not designated as hedging instruments had on earnings for the year ended December 31, 2022, December 31, 2021, and December 31, 2020:

		For the Year Ended December 31,
(in millions)	Classification of Gain	2022		2021		2020
Fair Value Hedges
Interest rate derivatives	Interest expense	$	(104)	$	(47)	$	31
Not Designated as Hedges
Foreign exchange contracts	Other, Net	$	(16)	$	(11)	$	86

The fair values of CNH Industrial’s derivatives as of December 31, 2022 and December 31, 2021 in the consolidated balance sheets are recorded as follows:

	December 31, 2022		December 31, 2021
(in millions of dollars)	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	77	Derivative assets	65
Foreign currency contracts	Derivative assets	70	Derivative assets	77
Total derivative assets designated as hedging instruments		147		142
Interest rate contracts	Derivative liabilities	106	Derivative liabilities	28
Foreign currency contracts	Derivative liabilities	56	Derivative liabilities	101
Total derivative liabilities designated as hedging instruments		162		129
Derivatives not designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	28	Derivative assets	11
Foreign currency contracts	Derivative assets	14	Derivative assets	29
Total derivative assets not designated as hedging instruments		42		40
Interest rate contracts	Derivative liabilities	28	Derivative liabilities	12
Foreign currency contracts	Derivative liabilities	14	Derivative liabilities	40
Total derivative liabilities not designated as hedging instruments		42		52

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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 December 31, 2022 and December 31, 2021:

	Level 1				Level 2				Total
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
	(in millions)
Assets
Foreign exchange derivatives	$	—	$	—	$	84	$	106	$	84	$	106
Interest rate derivatives	—		—		105		76		105		76
Total Assets	$	—	$	—	$	189	$	182	$	189	$	182
Liabilities
Foreign exchange derivatives	$	—	$	—	$	70	$	141	$	70	$	141
Interest rate derivatives	—		—		134		40		134		40
Total Liabilities	$	—	$	—	$	204	$	181	$	204	$	181

Items Measured at Fair Value on a Non-Recurring Basis

The Company recorded fixed asset write-downs of $17 million related to the suspension of operations in Russia during 2022.

The following tables present the fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2022 and 2021:

	Fair Value				Losses
	2022		2021		2022		2021
	(in millions)
Property, plant and equipment	$	7	$	—	$	17	$	—

The following is a description of the valuation methodologies the Company uses to non-monetary assets at fair value:

Property, plant, and equipment, net: The impairments are measured at the lower of the carrying amount, or fair value. The valuations were based on a cost approach. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence.

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 December 31, 2022 and 2021 are as follows:

	December 31, 2022		December 31, 2021
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(in millions)
Financing receivables	$19,260	$18,827	$15,376	$15,605
Debt	$22,962	$22,651	$20,897	$21,091

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.

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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.

Note 16: Shareholders’ Equity

The Articles of Association of CNH Industrial N.V. provide for authorized share capital of €40 million, divided into 2 billion common shares and 2 billion special voting shares to be held with associated common shares, each with a per share par value of €0.01. As of December 31, 2022, the Company’s share capital was €18 million (equivalent to $25 million), fully paid-in, and consisted of 1,364,400,196 common shares (1,344,240,971 common shares outstanding and 20,159,225 common shares held in treasury by the Company as described in the following section) and 396,474,276 special voting shares (371,072,953 special voting shares outstanding, net of 25,401,323 special voting shares held in treasury by the Company as described in the section below).

Changes in the composition of the share capital of CNH Industrial during 2022, 2021, and 2020 are as follows:

(number of shares)	CNH Industrial N.V. Common Shares	CNH Industrial N.V. Loyalty Program Special Voting Shares	Total CNH Industrial N.V. Shares
Total CNH Industrial N.V. shares at December 31, 2019	1,350,132,117	387,951,166	1,738,083,283
Capital increase	3,778,354	—	3,778,354
Common Stock Repurchase	—	—	—
Retirement of special voting shares	—	(16,623,012)	(16,623,012)
Total CNH Industrial N.V. shares at December 31, 2020	1,353,910,471	371,328,154	1,725,238,625
Capital increase	2,166,529	—	2,166,529
Common stock repurchases	—	—	—
Retirement of special voting shares	—	(109,904)	(109,904)
Total CNH Industrial N.V. shares at December 31, 2021	1,356,077,000	371,218,250	1,727,295,250
Capital increase	554,023	—	554,023
Common stock repurchases	(12,390,052)	—	(12,390,052)
Retirement of special voting shares	—	(145,297)	(145,297)
Total CNH Industrial N.V. shares at December 31, 2022	1,344,240,971	371,072,953	1,715,313,924

During the year ended December 31, 2022 and 2021, 0.1 million and 0.1 million special voting shares, respectively, were acquired for no consideration by the Company following the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, net of transfer and allocation of special voting shares in accordance with the Special Voting Shares – Terms and Conditions.

Furthermore, during the years ended December 31, 2022 and 2021, the Company delivered 0.6 million and 2.2 million common shares, respectively, under the Company’s stock compensation plan, primarily due to the vesting or exercise of share-based awards. See “Note 17: Share-Based Compensation” for further discussion.

Loyalty Voting Program

In order to reward long-term ownership of the Company’s common shares and promote stability of its shareholder base, the Articles of Association of CNH Industrial N.V. provide for a loyalty voting program that grants eligible long-term shareholders the equivalent of two votes for each CNH Industrial N.V. common share that they hold. This has been accomplished through the issuance of special voting shares.

A shareholder may at any time elect to participate in the loyalty voting program by requesting the registration of all or some of the common shares held by such shareholder in a separate register (the “Loyalty Register”) of the Company. If such common shares have been registered in the Loyalty Register for an uninterrupted period of three years in the name of the same shareholder, such shares will become “Qualifying Common Shares” and the relevant shareholder will be entitled to receive one special voting share for each such Qualifying Common Share which can be retained only for so long as the shareholder retains the associated common share and registers it in the Loyalty Register.

Shareholders are not required to pay any amount to the Company in connection with the allocation of the special voting shares.

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The common shares are freely transferable, while, special voting shares are transferable exclusively in limited circumstances and they are not listed on the NYSE or the Euronext Milan. In particular, at any time, a holder of common shares that are Qualifying Common Shares who wants to transfer such common shares other than in limited specified circumstances (e.g., transfers to affiliates or relatives through succession, donation or other transfers) must request a de-registration of such Qualifying Common Shares from the Loyalty Register. After de-registration from the Loyalty Register, such common shares no longer qualify as Qualifying Common Shares and, as a result, the holder of such common shares is required to transfer the special voting shares associated with the transferred common shares to the Company for no consideration.

The special voting shares have minimal economic entitlements as the purpose of the special voting shares is to grant long-term shareholders with an extra voting right by means of granting an additional special voting share, without granting such shareholders with any additional economic rights. However, as a matter of Dutch law, such special voting shares cannot be fully excluded from economic entitlements. Therefore, the Articles of Association provide that only a minimal dividend accrues to the special voting shares, which is not distributed, but allocated to a separate special dividend reserve. The impact of this special dividend reserve on the earnings per share of the common shares is not material.

Treasury Shares

In order to maintain the necessary operating flexibility over an adequate time period, including the implementation of the program in place, on April 13, 2022, the Annual General Meeting ("AGM") granted to the Board of Directors the authority to acquire common shares in the capital of the Company through stock exchange trading on the Euronext Milan and the NYSE or otherwise for a period of 18 months (i.e., up to and including October 12, 2023). Under such authorization the Board's authority is limited to a maximum of up to 10% of the issued common shares as of the date of the AGM and, in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Euronext Milan or NYSE (as the case may be) plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Euronext Milan or NYSE (as the case may be) minus 10% (minimum price).

Neither the renewal of the authorization, nor the launch of any program obliges the Company to buy-back any common shares. The launch of any new program will be subject to a further resolution of the Board of Director. In any event, such programs may be suspended, discontinued or modified at any time for any reason and without previous notice, in accordance with applicable laws and regulations.

During the year ended December 31, 2022, the Company repurchased 12.4 million shares of its common stock on the Euronext Milan and on multilateral trading facilities ("MTFs") under the buy-back program. As of December 31, 2022, the Company held 20.2 million common shares in treasury, net of transfers of common shares to fulfill its obligations under its stock compensation plans, at an aggregate cost of $227 million. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice.

During the year ended December 31, 2022, the Company acquired, for no consideration, approximately 0.1 million special voting shares following the de-registration of qualifying common shares from the Loyalty Register, net of the transfer and allocation of special voting shares to those shareholders whose qualifying common shares became eligible to receive special voting shares after the uninterrupted three-year registration period in the Loyalty Register. As of December 31, 2022, the Company held 25.4 million special voting shares in treasury.

Dividend

On February 2, 2023, CNH Industrial announced that its Board of Directors intends to recommend and propose to the Company’s shareholders a dividend of €0.36 per common share, totaling approximately €483 million (equivalent to approximately $511 million) subject to the approval of the Company's shareholders.

On March 3, 2022 the Board of Directors of CNH Industrial N.V. recommended and proposed to the Company’s shareholders that the

Company declare a dividend of €0.28 per common share, totaling approximately €380 million (equivalent to approximately $412 million, translated at the exchange rate reported by the European Central Bank on April 20, 2022). The proposal was approved by the Company’s shareholders at the AGM that was held on April 13, 2022.

The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance with provision of law. No distribution of profits may be made to the Company itself for shares that the Company holds in its own share capital.

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Note 17: Share-Based Compensation

For the years ended December 31, 2022, 2021, and 2020 CNH Industrial recognized total share-based compensation expense of $87 million, $78 million, and $30 million respectively. For the years ended December 31, 2022, 2021 and 2020, CNH Industrial recognized a total tax benefit relating to share-based compensation expense of $11 million, $6 million and $3 million, respectively. As of December 31, 2022, CNH Industrial had unrecognized share-based compensation expense related to non-vested awards of approximately $142 million based on current assumptions related to achievement of specified performance objectives and period of service, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period of 1.6 years.

CNH Industrial’s equity awards are governed by the CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”) and CNH Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”).

At the AGM held on April 16, 2014, the Company’s shareholders approved the adoption of the CNH Industrial EIP, an umbrella program defining the terms and conditions for any subsequent long-term incentive program. The EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer, employee of, or service provider to, CNH Industrial: stock options, stock appreciation rights, restricted share units, restricted stock, performance shares or performance share units and other stock-based awards that are payable in cash, common shares or any combination thereof subject to the terms and conditions established by the Compensation Committee.

In February 2020, the Board of Directors approved the issuance of up to 50 million common shares under the EIP. At the AGM on April 16, 2020, the Company's shareholders approved the issuance of up to 7 million common shares to executive directors under the 2021-2023 Long-Term Incentive Plan (described below) in accordance with and under the EIP.

As part of the Demerger, any awards outstanding under the CNH Industrial EIP, and held by directors, officers and other employees vesting in 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH Industrial in CNH Industrial stock. As a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post spin. As such, for Iveco Group employees, the underlying stock awards under the CNH Industrial EIP vesting in 2023 and 2024 were converted at the effective date of the Demerger, subject to its terms, to Common Shares of Iveco Group N.V. The conversion of the CNH Industrial EIP includes appropriate adjustment mechanisms to ensure that the value of the unvested awards granted to all the beneficiaries under such plan remain unchanged pre and post demerger for employees in both the Iveco Group N.V. and CNH Industrial N.V.

Performance Share Units

2021-2023 Long-Term Incentive Plan

In February 2020, the Board of Directors approved the 2021-2023 Long-Term Incentive Plan under the EIP. In December 2020, CNH Industrial issued a new grant of PSUs to its key executive officers and select employees with the financial performance goals covering a three-year period culminating with a cliff vest date of February 28, 2024. Two internal financial metrics, Industrial ROIC (the ratio of Adjusted EBIT (after-tax) over Average Industrial Invested Capital) and Adjusted EPS (the net income (loss) excluding any nonrecurring items (after-tax), divided by the weighted average outstanding number of common shares on a fully diluted basis), weighted 50% each, and a multiplier-based on CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total PSUs earned. The internal financial metrics have a payout factor of up to 200% and the market based TSR determinant has a payout factor of 125%. These metrics are considered performance vesting conditions. As such, compensation cost will be accrued based on whether it is considered probable that the performance conditions will be satisfied. The fair value of the PSU awards issued under this plan will be calculated by using the CNH Industrial N.V. stock price on the grant date adjusted for the present value of future dividends that would not be received during the vesting period.

As of December 31, 2020, CNH Industrial issued 5 million PSUs. The total number of shares that will eventually vest may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2020 was $10.83 per share. The 2020 PSU awards distributed under this plan were issued on December 4, 2020 to key executive officers and select employees and on December 14, 2020 to the Chair of CNH Industrial. During 2021, CNH Industrial issued an additional 3 million PSUs to the CEO, key executive officers and select employees. The weighted average fair value of the awards that were issued in 2021 was $13.13 per share.

Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a legal statutory demerger to Iveco Group N.V. (the Demerger) and Iveco Group became a public listed company independent from CNH Industrial. As part of the Demerger, any awards outstanding under the CNH Industrial Equity Incentive Plan (or “CNH Industrial EIP”), and held by directors, officers and other employees vesting in April 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH Industrial in CNH Industrial stock. Further, as a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post Demerger. The conversion of the CNH Industrial EIP includes appropriate adjustment mechanisms to ensure that the value of the unvested awards granted to all the beneficiaries under such plan remain unchanged pre and post demerger for employees in both the Iveco Group N.V. and CNH Industrial N.V.

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2022-2024 Long-Term Incentive Plan

In 2022, the Board of Directors approved the 2022-2024 Long-Term Incentive Plan under the EIP. Just as the previous 2021-2023 EIP, the 2022-2024 EIP features financial performance goals covering a three year vesting period. Similar to the 2021-2023 EIP, two internal financial metrics, Industrial ROIC (the ratio of Adjusted EBIT (after-tax) over Average Industrial Invested Capital) and Adjusted EPS (the net income (loss) excluding any nonrecurring items (after-tax), divided by the weighted average outstanding number of common shares on a fully diluted basis), weighted 50% each, and a multiplier-based on CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total PSUs earned. However the difference between the two EIPs is that the 2022-2024 EIP has a higher performance achievement threshold for both ROIC and EPS but a smaller list of comparator group for its TSR percentile ranking.

In 2022 CNH Industrial issued 2.5 million PSUs. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2022 was $14.04 per share.

The following table reflects the activity of PSUs under the 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Performance Shares	Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2021	9,421,225	$	11.55
Less: Awards transferred to Iveco Group	(1,950,170)	10.87
Plus: Adjustment to awards for continuing employees	1,093,025	N/A
Nonvested as of January 5, 2022	8,564,080	7.31
Granted	2,456,659	14.04
Forfeited/Cancelled	(173,331)	8.89
Vested	—	—
Nonvested at end of year	10,847,408	$	8.81

Restricted Share Units

In 2020, 2021, and 2022, CNH Industrial issued approximately 5 million, 1 million, and 2 million Restricted Share Units (“RSUs”) to key executive officers and select employees with a weighted average fair value of $10.87, $14.39, and $13.90 per share, respectively. The fair value of the award is measured using the CNH Industrial N.V. stock price on the grant date adjusted for the present value of future dividends that employees will not receive during the vesting period. The RSUs vest upon a time-based service requirement.

2021-2023 Long-Term Incentive Plan

On December 4, 2020, CNH Industrial issued two separate RSU grants to key executive officers and select employees. Under the first RSU grant, 1.1 million RSUs were awarded to select employees with a weighted average fair value of $11.43. These awards vested on December 31, 2020. Under the second RSU grant, 3.3 million RSUs were awarded to select employees and are set to vest in three equal installments over a three year period. The first tranche, which consisted of 1.1 million RSUs, was set to vest on April 30, 2022. The second and third tranches are set to vest on April 30, 2023 and April 30, 2024, respectively. The weighted average fair value for the December 2020 three tranche award group are $11.23, $11.02, and $10.82, respectively.

On December 14, 2020, CNH Industrial issued 120 thousand RSUs to the Chair of CNH Industrial, of which 17 thousand vested on December 31, 2020. The weighted average fair value for these awards is $10.96. The remaining 103 thousand RSUs vest in three equal installments on April 30, 2022, 2023, and 2024 respectively. The fair value for these awards are $10.76, $10.55 and $10.35, respectively.

During 2021, CNH Industrial issued an additional 1.5 million RSUs to the CEO, key executive officers and select employees. Of the awards that were issued, 1.2 million are set to vest in three equal installments over a three year period. The first tranche, which consists of 0.4 million RSUs, was set to vest on April 31, 2022. The second and third tranches are set to vest on April 31, 2023 and April 31, 2024, respectively. The weighted average fair value of these awards are $14.04 per share for the first tranche, $13.84 per share for the second tranche, and $13.66 per share for the third tranche. The remaining awards issued in 2021 had a cumulative weighted average fair value of $16.73. In 2021, CNH Industrial, in anticipation of the Demerger, accelerated the vesting of awards with a vest date of April 31, 2022 to December 1, 2021, excluding shares awarded to the CEO and Chairperson. As a result, CNH Industrial recorded $5 million of expense due to the acceleration of these awards. The weighted average fair value of the shares vested during 2021 was $11.75 per share.

186

2022-2024 Long-Term Incentive Plan

In 2022 CNH Industrial issued 2.3 million RSUs. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2022 was $13.90 per share.

The following table reflects the activity of RSUs under the 2017-2019 Long-Term Incentive Plan and 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Restricted Shares	Weighted Average Grant-Date Fair Value
Nonvested at beginning of year	4,370,079	$	11.72
Less: Awards transferred to Iveco Group	(1,039,271)	10.98
Plus: Adjustment to awards for continuing employees	485,692	N/A
Nonvested as of January 5, 2022	3,816,500	6.76
Granted	2,275,329	13.90
Forfeited	(143,410)	10.96
Vested	(524,524)	6.62
Nonvested at end of year	5,423,895	$	9.66

Additional Share-Based Compensation Information

The table below provides additional share-based compensation information for the years ended December 31, 2022, 2021, and 2020:

	2022		2021		2020
	(in millions)
Total intrinsic value of options exercised and shares vested	$	22	$	35	$	41
Fair value of shares vested	$	3	$	25	$	42

Note 18: Earnings per Share

The Company’s basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders 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. The effect of dilutive securities is calculated using the treasury stock method.

187

The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2022, 2021 and 2020.

	2022		2021		2020
	(in millions, except per share data)
Basic:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Basic earnings (loss) per share attributable to common shareholders:
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Continuing operations	$	1.50	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Basic earnings (loss) per share	$	1.50	$	1.27	$	(0.36)
Diluted:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Effect of dilutive securities (when dilutive):
Stock compensation plans	11		7		—
Weighted average common shares outstanding—diluted (A)	1,362		1,361		1,351
Continuing operations	$	1.49	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Diluted earnings (loss) per share	$	1.49	$	1.27	$	(0.36)

(A)    For the twelve months ended December 31, 2022, and 2021 0.50 million and 0.06 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

188

Note 19: Accumulated Other Comprehensive Income (Loss)

The Company’s share of 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 translation gains and losses, changes in the fair value of available-for-sale securities, the Company’s share of other comprehensive income of entities accounted for using the equity method, and reclassifications for amounts included in net income less net income and other comprehensive income attributable to the noncontrolling interest. For more information on the Company’s derivative instruments, see “Note 15: Financial Instruments”. For more information on the Company’s pensions and retirement benefit obligations, see “Note 12: 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) consisted of the following:

	Year Ended December 31, 2022
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	56	$	(12)	$	44
Changes in retirement plans’ funded status	29		12		41
Foreign currency translation	158		—		158
Share of other comprehensive loss of entities using the equity method	(25)		—		(25)
Other comprehensive loss	$	218	$	—	$	218

	Year Ended December 31, 2021
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	2	$	(13)	$	(11)
Changes in retirement plans’ funded status	109		(15)		94
Foreign currency translation	247		—		247
Share of other comprehensive loss of entities using the equity method	(93)		—		(93)
Other comprehensive loss	$	265	$	(28)	$	237

	Year Ended December 31, 2020
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	57	$	(9)	$	48
Changes in retirement plans’ funded status	(10)		7		(3)
Foreign currency translation	(735)		—		(735)
Share of other comprehensive loss of entities using the equity method	20		—		20
Other comprehensive income	$	(668)	$	(2)	$	(670)

189

The changes, net of tax, in each component of accumulated other comprehensive income (loss) consisted of the following:

(in millions)	Unrealized Gain (Loss) on Cash Flow Hedges		Change in Retirement Plans’ Funded  Status		Foreign  Currency Translation		Share of Other Comprehensive Income of Entities Using the Equity Method		Total
Balance, December 31, 2019	$	(54)	$	(650)	$	(1,145)	$	(153)	$	(2,002)
Other comprehensive income (loss), before reclassifications	74		143		(739)		20		(502)
Amounts reclassified from other comprehensive income	(26)		(146)		—		—		(172)
Other comprehensive income (loss)1	48		(3)		(739)		20		(674)
Reclassification of certain tax effects	—		—		—		—		—
Balance, December 31, 2020	$	(6)	$	(653)	$	(1884)	$	(133)	$	(2,676)
Other comprehensive income (loss), before reclassifications	(20)		202		241		(93)		330
Amounts reclassified from other comprehensive income	9		(108)		—		—		(99)
Other comprehensive income (loss)1	(11)		94		241		(93)		231
Balance, December 31, 2021	$	(17)	$	(559)	$	(1,643)	$	(226)	$	(2,445)
Demerger of Iveco Group	19		233		(316)		12		(52)
Balance, January 1, 2022	2		(326)		(1,959)		-214		(2,497)
Other comprehensive income (loss), before reclassifications	(126)		102		159		(25)		110
Amounts reclassified from other comprehensive income	170		(61)		—		—		109
Other comprehensive income (loss)1	44		41		159		(25)		219
Balance, December 31, 2022	$	46	$	(285)	$	(1,800)	$	(239)	$	(2,278)

(1)    Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $(1) million, $6 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in December 31, 2022 and 2021 consisted of the following:

	Amount Reclassified from Other Comprehensive Income (Loss)				Consolidated Statement of Operations line
	2022		2021
	(in millions)
Cash flow hedges	$	1	$	(2)	Net sales
	219		11		Cost of goods sold
	(3)		4		Other, net
	(30)		(3)		Interest expense
	(17)		(1)		Income taxes
	$	170	$	9
Change in retirement plans’ funded status:
Amortization of actuarial losses	$	18	$	30	*
Amortization of prior service cost	(126)		(136)		*
	47		(14)		Income taxes
	$	(61)	$	(120)
Total reclassifications, net of tax	$	109	$	(111)

(*)    These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 12: Employee Benefit Plans and Postretirement Benefits” for additional information.

190

Note 20: Segment Reporting

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 Industrial has three operating segments (in continuing operations):

Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands. Regionally focused brands include: STEYR, for agricultural tractors; Flexi-Coil specializing in tillage and seeding systems; Miller manufacturing application equipment; Kongskilde providing tillage, seeding and hay & forage implements. Further, starting in December 2021, Raven was included in the Agriculture segment bringing a leader in digital agriculture, precision technology and the development of autonomous systems to CNH Industrial.

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. Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.

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

The activities carried out by the two industrial segments Agriculture, and Construction, as well as corporate functions, are collectively referred to as “Industrial Activities”.

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 Industrial Activities' segments, the CODM assesses segment performance and makes decisions about resource allocation based upon Adjusted EBIT. The Company believes Adjusted EBIT more fully reflects Industrial Activities segments' profitability. 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. 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 on-going 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.

191

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities to net income, the most comparable U.S. GAAP financial measure, for the years ended December 31, 2022, 2021, and 2020.

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	2,456	$	1,810	$	880
Construction	124		90		(184)
Unallocated items, eliminations, and other	(147)		(137)		(113)
Total Adjusted EBIT of Industrial Activities	2,433		1,763		583
Financial Services Net Income	338		349		243
Financial Services Income Taxes	125		107		85
Interest expense of Industrial Activities, net of interest income and eliminations	(119)		(118)		(140)
Foreign exchange (gains) losses, net of Industrial Activities	(59)		(1)		(12)
Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities(1)	124		143		(9)
Restructuring expenses of Industrial Activities	(31)		(35)		(22)
Goodwill impairment charge	—		—		(585)
Other discrete items of Industrial Activities(2)	(25)		(178)		(256)
Income (loss) before taxes	2,786		2,030		(113)
Income tax benefit (expense)	(747)		(229)		(85)
Net (loss) from discontinued operations	$	—	$	(41)	$	(240)
Net Income (loss)	$	2,039	$	1,760	$	(438)

(1) In the years ended December 31, 2022, 2021 and 2020 this item includes the pre-tax gain of $90 million, $119 million and $119 million as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S. In the year ended December 31, 2022 and December 31, 2021, this item also includes a pre-tax gain of $24 million and $5 million as a result of the amortization over 4 years of the $101 million positive impact from 2021 modifications of a healthcare plan in the U.S. which occurred in the fourth quarter of 2021. In the year ended December 31, 2020, this item also included a pre-tax non-cash settlement charge of $124 million, respectively, resulting from the purchase of annuity contracts to settle a portion of the outstanding U.S. pension obligations.

(2) In the year ended December 31, 2022, this item included $43 million of asset write-downs, $25 million of separation costs incurred in connection with spin-off of the Iveco Group Business and $22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $65 million gain on the sale of our Canada parts depot. In the year ended December 31, 2021, this item included $133 million separation costs in connection with the spin-off of the Iveco Group business and a charge of $57 million for transaction costs related to the acquisition of Raven Industries, Inc., partially offset by a gain of $12 million for a fair value adjustment of Monarch Tractor investments. In the year ended December 31, 2020, this item mainly includes impairment of intangible and other long-lived assets.

The following table provides key segment information for the Financial Services segment:

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Financial Services Net Income (from continuing operations)	$	338	$	349	$	243
Financial Services Interest Revenue (1)	$	1,149	$	918	$	964
Financial Services Interest Expense	$	601	$	409	$	485

(1) This amount excludes interest included in operating leases rentals.

There are no segment assets reported to the CODM for assessing performance and allocating resources. However, the CODM reviews expenditures for long-lived assets by operating segment, therefore, this information is presented below as well.

192

A summary of additional operating segment information as of and for the years ended December 31, 2022, 2021, and 2020 is as follows:

 

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Revenues:
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		$	3,081	$	2,170
Eliminations and other	—		$	—	$	(10)
Net sales of Industrial Activities	21,541		$	17,802	$	13,083
Financial Services	1,996		$	1,672	$	1,660
Eliminations and other	14		$	22	$	36
Total Revenues	$	23,551	$	19,496	$	14,779
Depreciation and Amortization (*):
Agriculture	$	287	$	254	$	248
Construction	38		$	38	$	46
Other activities and adjustments	—		$	1	$	2
Depreciation and amortization of Industrial Activities	325		$	293	$	296
Financial Services	2		$	2	$	2
Depreciation and amortization	$	327	$	295	$	298
Expenditures for long-lived assets (**):
Agriculture	$	393	$	307	$	185
Construction	63		$	53	$	42
Other activities	—		$	—	$	2
Expenditures for long-lived assets of Industrial Activities	456		$	360	$	229
Financial Services	5		$	5	$	3
Expenditures for long-lived assets	$	461	$	365	$	232

(*) Excluding equipment on operating leases

(**) Excluding equipment on operating leases and right of use assets

Geographic Information

CNH Industrial has its principal office in London, England, U.K. Revenues earned in the U.K. from external customers were $557 million, $548 million, and $428 million for the years ended December 31, 2022, 2021, and 2020, respectively. Revenues earned in the rest of the world from external customers were $22,994 million, $18,948 million, and $14,351 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following highlights revenues earned from external customers in the rest of the world by destination:

 

	2022		2021		2020
	(in millions)
United States	$	8,189	$	6,387	$	5,054
Italy	592		556		427
France	1,123		1,084		972
Brazil	3,904		2,414		1,553
Germany	674		564		479
Canada	1,530		1,341		918
Australia	982		857		644
Spain	263		283		231
Argentina	565		418		346
Poland	449		425		267
Other	4,723		4,619		3,460
Total Revenues from external customers in the rest of world	$	22,994	$	18,948	$	14,351

193

Total long-lived tangible and intangible assets located in the U.K. were $128 million and $132 million at December 31, 2022 and 2021, respectively, and the total of such assets located in the rest of the world totaled $7,357 million and $7,498 million at December 31, 2022 and 2021, respectively. The following highlights long-lived tangible and intangible assets by geography in the rest of the world:

	At December 31,
	2022		2021
	(in millions)
United States	$	5,669	$	5,801
Italy	437		424
France	48		48
Germany	17		19
Spain	1		1
Canada	548		568
Brazil	162		127
China	55		61
Other	420		449
Total Long-lived assets in the rest of the world	$	7,357	$	7,498

In 2022, 2021, and 2020, no single external customer of CNH Industrial accounted for 10 percent or more of consolidated revenues.

Note 21: Related Party Information

As of December 31, 2022 and 2021 CNH Industrial’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. (formerly Fiat Chrysler Automobiles N.V. which, effective January 16, 2021, merged with Peugeot S.A. by means of a cross-border legal merger) and its subsidiaries and affiliates ("Stellantis") and Iveco Group N.V. which effective January 1, 2022 separated from CNH Industrial N.V. by way of a demerger under Dutch law and became a public listed company independent from CNH Industrial. .

As of December 31, 2022, EXOR N.V. held 42.8% of CNH Industrial’s voting power and had the ability to significantly influence the decisions submitted to a vote of CNH Industrial’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 Industrial as of December 31, 2022. In addition, CNH Industrial engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH Industrial has a significant influence or jointly controls.

The Company’s Audit Committee reviews and evaluates all significant related party transactions.

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

EXOR N.V. is an investment holding company in Europe. CNH Industrial did not enter into any significant transactions with EXOR N.V. during the years ended December 31, 2022 and 2021.

In connection with the establishment of Fiat Industrial (now CNH Industrial) through the demerger from Fiat (which was subsequently merged into Fiat Chrysler Automobiles N.V. which is now Stellantis), the two companies entered into a Master Services Agreement (“MSA”) which sets forth the primary terms and conditions pursuant to which the service provider subsidiaries of CNH Industrial and Stellantis provide services to the service receiving subsidiaries. As structured, the applicable service provider and service receiver subsidiaries become parties to the MSA through the execution of an Opt-in letter that may contain additional terms and conditions. Pursuant to the MSA, service receivers are required to pay to service providers the actual cost of the services plus a negotiated margin. During 2022 and 2021, Stellantis subsidiaries provided CNH Industrial with administrative services such as accounting, cash management, maintenance of plant and equipment, security, information systems and training under the terms and conditions of the MSA and the applicable Opt-in letters.

Furthermore, CNH Industrial and Stellantis might engage in other minor transactions in the ordinary course of business.

194

These transactions with Stellantis are reflected in the Company’s consolidated financial statements as follows:

	2022		2021		2020
	(in millions)
Net sales	$	—	$	—	$	—
Cost of goods sold	$	17	$	31	$	17
Selling, general and administrative expenses	$	48	$	59	$	55

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	14	$	20

Transactions with Iveco Group post-Demerger

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

Master Service Agreements: CNH Industrial and Iveco Group entered into a two-year Master Services Agreement (“MSA”) 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 Industrial post-Demerger, Iveco Group and CNH Industrial entered into a ten-year Engine Supply Agreement (“ESA”) whereby Iveco Group will sell to CNH Industrial 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 Industrial to Iveco Group post-Demerger or vice versa, in connection with the execution of the Demerger Deed, CNH Industrial and Iveco Group entered into a three-year Master Services Agreement (“FS MSA”), 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:

	2022		2021		2020
	(in millions)
Net sales	$	48	$	21	$	28
Cost of goods sold	$	930	$	948	$	601
Selling, general and administrative expenses	$	—	$	—	$	—

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	21	$	87
Receivables from Iveco Group N.V.	$	298	$	—
Trade payables	$	184	$	181
Payables to Iveco Group N.V.	$	156	$	502

195

Transactions with Unconsolidated Subsidiaries and Affiliates

CNH Industrial 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 Industrial also purchases equipment from unconsolidated subsidiaries and affiliates, such as Turk Traktor ve Ziraat Makineleri A.S. These transactions primarily affected revenues, finance, interest and other income, cost of goods sold, trade receivables and payables and are presented as follows:

 

	2022		2021		2020
	(in millions)
Net sales	$	400	$	402	$	211
Cost of goods sold	$	554	$	496	$	399

 

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	100	$	101

At December 31, 2022 and 2021, CNH Industrial had pledged guarantees and commitments of its associated company for an amount of $19 million and $15 million, respectively, related to CNH Industrial Capital Europe S.a.S.

196

EX-10.4

Exhibit 10.4

CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN 2021-2023 PERFORMANCE SHARE UNIT AWARD AGREEMENT

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of December 3, 2020, (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

This Agreement and the Award described herein are effective as of the Grant Date but shall be canceled if the Participant fails to complete all the steps to accept the Award electronically at the Morgan Stanley StockPlan Connect website (www.stockplanconnect.com) (or any successor system selected by the Company) (the “Site”), including without limitation acknowledging that the Participant has read all of the documentation provided at the Site and affixing the Participant’s electronic signature, so that the status indicator at the Site reflects “accepted” for the Award.

If the status indicator at the Site for the Award does not reflect “accepted” by midnight (U.S. Central time) on the day prior to the vesting date under the Award described herein, this Agreement, and the Award described herein, shall be cancelled.

1.Grant of Performance Share Units; Pursuant to the EIP and subject to the terms and conditions of this Agreement and the EIP (which is incorporated herein by reference), the Company hereby grants to the Participant an Award of Performance Share Units (the “Units”). The number of Units awarded to the Participant is as indicated at the Site. The number of Units vesting is subject to the achievement of performance goals in accordance with Schedule A of this Agreement, and is subject to the achievement or satisfaction of the following conditions and Section 3 and 4:

(a) the Company achieving the designated performance goals as established by the Committee, (b) the Participant achieving an acceptable level of individual performance and demonstration of Company values, as determined in the sole discretion of the Company, and (c) the Participant remaining with the Company in a comparable weighted key leadership position, as defined in the sole discretion of the Company, during the vesting period. A Unit constitutes a promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms, conditions and restrictions of this Agreement and the EIP, one share of the Company’s common stock on the Settlement Date as provided herein (individually, each a “Share” and collectively, the “Shares”) or, in the Company’s sole discretion, the cash equivalent of the fair market value of one Share on the Settlement Date (the “Cash Amount”).

Exhibit 10.4

2.Performance Vesting Requirement.

(a)The “Performance Period” for the Award shall be the 3-year period commencing on January 1, 2021 and ending on December 31, 2023. The Award shall be subject to performance vesting requirements based upon the achievement of the Company’s performance goals as established by the Committee under the EIP and subject to certification of the degree of achievement of such performance measures by the Committee.

(b)The Company performance measures (“Metrics”) are (1) Industrial Return on Invested Capital (“Industrial ROIC”), (2) Adjusted Diluted Earnings Per Share (“Adjusted EPS”), and (3) Relative Total Shareholder Return (“Relative TSR”), in each ca.

(c)The number of the Units earned under this Agreement by the Participant will be determined at the end of the Performance Period and in each case is based on the level of achievement of the Metrics, your individual performance and demonstration of Company values and having remained with the Company in a comparable weighted key leadership position for the Performance Period pursuant to and in accordance with Schedule A. All determinations of whether the Metrics have been achieved, the number of Units earned by the Participant, and all other matters related to this Section 2 shall be made by the Committee in its sole discretion.

3.Date and Conditions of Vesting. The Units are subject to forfeiture until they vest. Except as otherwise provided herein, the Units will vest and become nonforfeitable on the date the Committee certifies the level of achievement of the Metrics in Schedule A in accordance with Section 2, subject to the other terms and conditions set forth on Schedule A. Unless duly deferred by the Participant in accordance with Section 6, upon vesting each Unit will be settled by issuance of one Share, free of any restrictions (other than the restrictions on transfer provided herein), or the Cash Amount. Issuance of the non-deferred Shares or Cash Amount shall be made as soon as administratively feasible (“Settlement Date”) after the Committee certifies the actual performance of the Company and the Participant during the Performance Period, but in no event later than March 15th of the year following the year in which the Units vest, subject to any delay if the calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Company to the extent permitted by Code Section 409A (as defined below); provided that:

(a)If one of the following events occurs prior to the Settlement Date but after the end of the Performance Period and the satisfaction of the Metrics described in Schedule A: The Participant’s death, Total Disability (as defined in Section 3(b)), approved leave of absence or retirement at age 65 or older, then the Participant in each case shall be deemed to be an employee of the Company for purposes of Section 3 at the Settlement Date (and any portion of the Award that does not vest and settle on the Settlement Date will be forfeited).

Exhibit 10.4

(b)“Total Disability” means, as determined in good faith by the Company, the permanent inability of the Participant, as a result of accident or sickness, to perform such Participant’s occupation or employment for which the Participant is suited by reason of the Participant’s previous training, education and experience and which results in the termination of the Participant’s employment.

4.Forfeiture of Award. Unless otherwise determined by the Company in its sole discretion, all outstanding Units shall be forfeited upon the date:

(a)The Committee determines, in its sole discretion, that the Metrics or other vesting conditions set forth in Schedule A are not met; or

(b)The Participant’s employment with the Company is terminated for any reason (other than as provided in Section 3(a)) prior to the Settlement Date; or

(c)The Participant violates the Restrictive Covenants contained in Section 5 or the Confidentiality provision in Section 15 or, as a result of an action by the Participant, it is determined that any term of this Agreement is invalid.

5.Restrictive Covenants. The Participant recognizes the highly competitive nature of the businesses of the Company. Accordingly, the Participant hereby agrees that, during the period continuing through the duration of the Participant’s employment with the Company and its affiliates and ending on the second (2nd) anniversary of the Participant’s termination of employment with the Company and its affiliates for any reason, the Participant will not violate any of the following restrictive covenants.

(a)Non-Solicitation. The Participant will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

(b)Non-Competition. The Participant will not, directly or indirectly, anywhere in the world: (i) engage in any Competitive Business (as defined below); (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership position of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange); or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other

Exhibit 10.4

hand. “Competitive Business” means any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on- highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co, Daimler AG, Navistar International Corp, PACCAR Inc., and Traton SE); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Fiat Chrysler Automobiles, N.V. and Ferrari S.p.A. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business” to the extent that they remain affiliates of CNH Industrial Group.

6.Elective Deferrals.

(a)The Committee may establish procedures pursuant to which the Participant may elect to defer, until a time or times later than the Settlement Date, receipt of all or a portion of the Shares or the Cash Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for the Participant, then notwithstanding any provision of this Agreement or the EIP to the contrary, a Participant who elects such deferral shall not have any rights to payment of the deferred Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral period. The Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options.

(b)Notwithstanding any provision to the contrary in this Agreement, if deferral of Shares or the Cash Amount is permitted by the Committee pursuant to Section 6(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with the requirements of Code Section 409A shall not be valid or enforceable. The Participant acknowledges, without limitation, and consents that application of Code Section 409A to this Agreement may require payments under this Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A, or any similar non-U.S. law.

Exhibit 10.4

7.Adjustments. If any change is made to the outstanding Shares or the capital structure of the Company, the Units will be adjusted as contemplated by Section 13 of the EIP.

8.Change of Control. In the event of a Change of Control, awards will be treated in accordance with Section 12 of the EIP.

9.Withholding for Taxes. Regardless of any action the Company or, if different, the Participant’s employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding and/or under the Company’s Tax Equalization policy, to the extent applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Participant’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the subsequent issuance or sale of any Shares acquired pursuant to the Units and the receipt of any dividends or dividend equivalents, and

(b) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items. To the extent that the grant of the Units, the vesting of the Units, the receipt of any dividends or dividend equivalents, or the delivery of the Shares with respect to any Units earned hereunder results in a withholding obligation for Tax-Related Items prior to the delivery of Shares or the Cash Amount hereunder, the Company or the Participant’s employer, in its sole discretion, may withhold from the Shares or the Cash Amount or other form of remuneration payable to the Participant to satisfy its withholding obligations required by applicable law or regulations. In the event the withholding requirements are not satisfied through the withholding of Shares or the Cash Amount or other form of remuneration payable to the Participant, no Shares or Cash Amount will be issued to the Participant (or the Participant’s estate) upon vesting of the Units unless and until satisfactory arrangements have been made by the Participant with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, must be withheld or collected with respect to such Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant’s employer (or former employer, if applicable) may be required to withhold or account for Tax- Related Items in more than one jurisdiction. All other Tax-Related Items related to the Units or the Cash Amount and any Shares or Cash Amount delivered in payment thereof are the Participant’s sole responsibility. The Company may refuse to issue or deliver Shares, the Cash Amount or proceeds from the sale of Shares until arrangements satisfactory to the Company have been made in connection with the Tax-Related Items.

10.Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the Shares underlying the Units granted under this Award unless and until the Units vest and are settled by the issuance of such Shares.

Exhibit 10.4

11.Employment. Neither the granting of the Units nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any of its subsidiaries to guarantee (a) the Participant’s continued employment with the Company or any of its subsidiaries, or (b) the Participant’s continued participation in the EIP in future years, or (c) the Participant’s entitlement to any other EIP award or other type of incentive compensation.

12.Non-Transferability.

(a)Absent prior written consent of the Committee or except as otherwise provided in the EIP, the Award granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the transfer of any Shares awarded and vested hereunder shall not be restricted by virtue of this Agreement.

(b)Consistent with the foregoing, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.

13.Stock Ownership Requirements.

(a)The Participant agrees and acknowledges that, on and after December 31, 2025, the Participant is expected to hold a number of Shares with an aggregate value (determined based on the closing price of a Share on the last trading day prior to December 31, 2025) at least equal to three (3) times the Participant’s annual base salary (the “Stock Ownership Requirement”).

(b)For purposes of this Section 13, vested Shares held by the Participant (including (i) shares purchased on the open market and (ii) shares held indirectly by the Participant: (a) under any retirement or deferred compensation plan or (b) held by a spouse or other immediate family member residing in the same household or (c) in a trust for the benefit of the Participant or his family (whether held individually or jointly) will count towards the Stock Ownership Requirement. Any unvested Units and Shares underlying unvested equity awards (including the Units) will not count toward this requirement until such Units vest or are delivered to the Participant.

14.Compliance with Securities Laws. The Company will not be required to deliver any Shares or Cash Amount pursuant to this Agreement, if, in the opinion of counsel for the Company, such issuance would violate applicable securities laws or stock exchange and other regulatory requirements. Prior to the issuance of any Shares or Cash Amount pursuant to this Agreement, the Company may require that

Exhibit 10.4

the Participant (or the Participant’s Beneficiary or legal representative upon the Participants’ death or Total Disability, as applicable) enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable laws or with this Agreement.

15.Confidentiality.The Participant will not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any information regarding the terms or conditions of this Agreement or the Units, except to share such information with the Participant’s family members and financial and legal advisors, who will be under an obligation to keep the terms and conditions of this Agreement and the Units confidential. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Participant’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Participant agrees to waive the Participant’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Participant or anyone else on the Participant’s behalf (whether involving a governmental entity or not); provided that the Participant is not agreeing to waive, and this Agreement shall not be read as requiring the Participant to waive, any right the Participant may have to receive an award for information provided to any governmental entity. The Participant is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

16.Amendment. This Agreement may be amended by the Committee at any time, provided that, except as otherwise provided in the EIP, no such amendment, without the written consent of the Participant, shall adversely affect the rights of the Participant granted hereunder.

17.Miscellaneous.

(a)Compliance with Code Section 409A. This Agreement and the Award are intended to be exempt from Code Section 409A (unless duly deferred in accordance with Section 6 hereof), and this Agreement will be administered to give effect to such intent (and if the Award or Agreement is determined to be subject to Code Section 409A, it will be administered and maintained to comply with Code Section 409A). It is the intention of the Company and the Participant that this Agreement not result in unfavorable tax consequences under Code Section 409A, and shall be interpreted and administered to give effect to that

Exhibit 10.4

intent. Accordingly, the Participant consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Any such amendment shall be made in a manner that preserves to the maximum extent possible the intended benefits to the Participant. This Section 17(a) does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

(b)Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.

(c)Entire Agreement. This Agreement, Schedule A, which is attached hereto and shall be deemed to be a part of this Agreement, the EIP, and any and all other attachments hereto, contain the entire agreement between the parties with respect to the transactions contemplated hereunder and supersede any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement, including the EIP and any and all attachments hereto.

(d)Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Units may be transferred by will or the laws of descent and distribution.

(e)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to the conflicts of law principles of any jurisdiction, except to the extent federal law may be applicable.

(f)CONSENT TO JURISDICTION. BY ACCEPTING THIS AWARD, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE,

U.S.A. IN RESPECT OF ANY MATTER HEREUNDER. This includes

any action or proceeding to compel arbitration or to enforce an arbitration award.

(g)Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

Exhibit 10.4

(h)No Right to Future Grants. The grant of the Units is voluntary and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past. All decisions with respect to future grants, if any, will be at the sole discretion of the Committee. The Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits or similar payments. The future value of the underlying Shares is unknown and cannot be predicted with certainty. No claim or entitlement to compensation or damages arises from forfeiture or termination of the Units or diminution in value of the Units or the underlying Shares or Cash Amount and the Participant irrevocably releases the Committee, the Company and/or its subsidiaries (and their respective directors and officers) from any such claim that may arise. The EIP is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the EIP. The Participant’s participation in the EIP is voluntary. Any amendment, modification, or termination of the EIP shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company and/or its subsidiaries.

(i)Insider Trading; Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside information. Furthermore, the Participant could be prohibited from

(i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) ”tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the Participant’s personal advisor on this matter.

(j)Appendix. Notwithstanding any provision in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the

Exhibit 10.4

Company determines that the application of such terms and conditions is necessary or advisable for legal and administrative reasons. The Appendix constitutes part of this Agreement.

(k)Employee Data Privacy. Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to Personal Data (defined below) and the collection, processing and transfer in electronic or other form of such Personal Data in relation to the grant of Units and participation in the EIP. The collection, processing and transfer of Personal Data is necessary for the legitimate purpose of the Company’s and the Employer’s administration of the EIP and the Participant’s participation in the EIP, and the Participant’s denial and/or objection to the collection, processing and transfer of Personal Data may affect his or her participation in the EIP. The Participant voluntarily acknowledges the collection, use, processing and transfer of Personal Data as described herein.

The Company and the Employer hold certain personally identifiable information about the Participant, including specifically name, home address, e-mail address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any Units or any other entitlement to shares awarded, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the EIP (“Personal Data”). The Personal Data may be provided by the Participant or collected, where lawful, from third parties, and the Company or the Employer each act as controllers of the Personal Data and will process the Personal Data in this context for the exclusive legitimate purpose of implementing, administering and managing participation in the EIP and meeting related legal obligations associated with these actions.

The Data processing will take place through electronic and non-electronic means according to logics and procedures correlated to the purposes for which the Personal Data was collected and with confidentiality and security provisions as set forth by applicable laws and regulations. Personal Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the EIP and other aspects of the employment relationship and for participation in the EIP.

The Company and the Employer will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the EIP, and the Company and the Employer may each further transfer Personal Data to any third parties assisting the Company or the Employer in the implementation, administration and management of the EIP. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. By accepting this Award, the Participant understands that these recipients may receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of implementing, administering and managing participation in the EIP, including any requisite transfer of such Personal Data as may be required for the administration of the EIP and/or the subsequent holding of

Exhibit 10.4

shares on my behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the EIP. When transferring Personal Data to these potential recipients, Company and the Employer provide appropriate safeguards in accordance with EU Standard Contractual Clauses, the EU-U.S. Privacy Shield Framework, or other legally binding and permissible arrangements. The Participant understands that he/she may, at any time, request a list with the names and addresses of any potential recipients of the Personal Data, view Personal Data, request additional information about the storage and processing of Personal Data, and require any necessary amendments to Personal Data, by using the means indicated in the general Company’s Employee privacy notice.

To the extent provided by law, the Participant may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction of processing of Personal Data, and portability of Personal Data. The Participant may also have the right to object, on grounds related to a particular situation, to the processing of Personal Data, as well as opt-out of the EIP herein, in any case without cost, by contacting in writing the Company’s Human Resources Department. The provision of Personal Data is a contractual requirement. The Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company and the Employer may not be able to grant Units or other equity awards or administer or maintain such awards. For more information on the consequences of a refusal to provide Personal Data, the Participant understands that he or she may contact the Company’s Human Resources Department.

When the Company and the Employer no longer need to use Personal Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Personal Data from their systems and/or records containing the Personal Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it.

18.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Units awarded under this Agreement or the EIP by electronic means or request the Participant’s consent to participate in the administration of this Agreement and the EIP by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the EIP through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19.Acknowledgments. By accepting this Performance Share Unit Award Agreement, the Participant hereby acknowledges that he/she has received and reviewed a copy of the following documents provided on the Morgan Stanley StockPlan Connect website:

1.The Prospectus and EIP, and

Exhibit 10.4

2.The CNH Industrial Annual Report on Form 20-F for the year ended December 31, 2019.

The Participant acknowledges that there may be tax consequences upon the vesting or settlement of the Units or disposition of the underlying Shares or Cash Amount and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

20.Electronic Signature. The Participant acknowledges and agrees that by entering his/her StockPlan Connect password on the Site and clicking the “Accept Award” button on the Site, it will act as the Participant’s electronic signature to this Agreement and will constitute the Participant’s acceptance of and agreement with all of the terms and conditions of the Units, as set forth in the Agreement, Schedule A and the EIP.

IN WITNESS WHEREOF, this Agreement has been executed by the Company effective as of the date first above written. Your electronic signature constitutes your acceptance of this Agreement and its terms.

CNH INDUSTRIAL N.V.

Attachment:

Schedule A: Vesting of Performance Share Units Award

Exhibit 10.4

SCHEDULE A

VESTING OF PERFORMANCE SHARE UNITS AWARD

The following Performance Criteria and other conditions must be achieved for vesting of the Award (or any portion thereof):

1.Two internal financial metrics, Industrial ROIC and Adjusted EPS, weighted 50% each, and a multiplier based CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total Units considered earned, as described below.

Specifically, the number of Units earned will equal:

(a)the number of Units earned under the Industrial ROIC metric in Section 1(a) plus

(b)the number of Units earned under the Adjusted EPS metric in Section 1(b);

And the resulting number will be multiplied by the TSR multiplier earned in Section 1(c); provided that in no event will the total number of earned Units exceed 200% of the target number of Units indicated at the Site.

If, upon completion of the performance period, beginning January 1, 2021 and ending December 31, 2023:

(i)the Company has achieved a three year average Industrial ROIC result above the threshold goal, then (i) 50.0% of the Units multiplied by (ii) the applicable Industrial ROIC payout factor per the performance achieved (as shown in the table below, with interpolation for results between Industrial ROIC levels) will be considered earned, with a maximum of 200%.

(ii)the Company has achieved a three year cumulative Adjusted EPS result above the threshold goal, then (i) 50.0% of the Units multiplied by (ii) the applicable Adjusted EPS payout factor per the performance achieved (as shown in the table below, with interpolation for results between Adjusted EPS levels) will be considered earned, with a maximum of 200%.

(iii)(i) the sum of the number of Units considered earned under 1. (a) and 1. (b) will be multiplied by (ii) the applicable Relative TSR multiplier per the performance achieved (as shown in the table below, with interpolation for results between set percentile ranking goals) will be considered earned.

2.The Participant’s individual performance and demonstration of Company values throughout the Performance Period is acceptable, as assessed by the Committee in its sole discretion.

Exhibit 10.4

3.The Participant remains in a comparable weighted key leadership position throughout the Performance Period described above, as assessed by the Committee, in its sole discretion.

To the extent the foregoing Performance Criteria and conditions are not achieved, the Award (or portion thereof) shall not be earned, vested, or otherwise payable under this Agreement. In no event will the total payment (if any) under this Agreement exceed 200% of the Award.

The achievement of all the foregoing Performance Criteria and conditions is determined by the Committee in its sole discretion. In the event of any change affecting the number, class, market price or terms of the Stock by reason of share dividend, share split, recapitalization, reorganization, merger, consolidation, spin-off or other event contemplated by Section 13 of the EIP, the Committee shall make such adjustment to the Performance Criteria and conditions as it determines, if any.

EX-10.5

Exhibit 10.5

CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of December 3, 2020 (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

This Agreement and the Award described herein are effective as of the Grant Date but shall be canceled if the Participant fails to complete all the steps to accept the Award electronically at the Morgan Stanley StockPlan Connect website (www.stockplanconnect.com) (or any successor system selected by the Company) (the “Site”), including without limitation acknowledging that the Participant has read all of the documentation provided at the Site and affixing the Participant’s electronic signature, so that the status indicator at the Site reflects “accepted” for the Award.

If the status indicator at the Site for the Award does not reflect “accepted” by midnight (U.S. Central time) on the day prior to the first vesting date under the Award described herein, this Agreement, and the Award described herein, shall be cancelled.

1.Grant of Restricted Share Units.Pursuant to the EIP and subject to the terms and conditions of this Agreement and the EIP (which is incorporated herein by reference), the Company hereby grants to the Participant an Award of Restricted Share Units (the “Units”). The number of Units awarded to the Participant is as indicated on the Site. The vesting of the Units shall be pursuant to and in accordance with Schedule A of this Agreement and is subject to the achievement or satisfaction of the following conditions and subject to Section 3 and Section 4:

a) the Participant’s continuous active employment with the Company, (b) the Participant achieving an acceptable level of individual performance and demonstration of Company values, as determined in the sole discretion of the Company, and (c) the Participant remaining with the Company in a comparable weighted key leadership position, as defined in the sole discretion of the Company, during the applicable Vesting Period (as defined in Schedule A). A Unit constitutes a promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms, conditions and restrictions of this Agreement and the EIP, one share of the Company’s common stock on the Settlement Date as provided herein (individually, each a “Share” and collectively, the “Shares”) or, in

Exhibit 10.5

the Company’s sole discretion, the cash equivalent of the fair market value of one Share on the Settlement Date (the “Cash Amount”).

2.[Reserved].

3.Date and Conditions of Vesting. The Units are subject to forfeiture until they vest. Unless duly deferred by the Participant in accordance with Section 6, upon vesting each Unit will be settled by issuance of one Share, free of any restrictions (other than the restrictions on transfer provided herein), or the Cash Amount. Issuance of the non-deferred Shares or Cash Amount shall be made as soon as administratively feasible after the Committee certifies the Participant’s satisfaction of the conditions to vesting set forth in Section 1, but in no event later than March 15th of the year following the applicable vesting date (the date of settlement, the “Settlement Date”), subject to any delay of the Settlement Date if the calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Company to the extent permitted by Code Section 409A (as defined below); provided that:

a.If one of the following events occurs prior to the applicable Settlement Date but after the applicable vesting date prescribed in Section 1 and Schedule A: the Participant’s death, Total Disability (as defined in Section 3(b)), approved leave of absence or retirement at age 65 or older, then the Participant shall be deemed to be an employee of the Company for purposes of Section 3 at the Settlement Date (and any portion of the Award that does not vest and settle on the Settlement Date will be forfeited).

b.“Total Disability” means, as determined in good faith by the Company, the permanent inability of the Participant, as a result of accident or sickness, to perform such Participant’s occupation or employment for which the Participant is suited by reason of the Participant’s previous training, education and experience and which results in the termination of the Participant’s employment.

4.Forfeiture of Award. Unless otherwise determined by the Company in its sole discretion, all outstanding Units shall be forfeited upon the date:

a.The Committee determines, in its sole discretion, that the vesting conditions set forth in Section 1 are not met; or

b.The Participant’s employment with the Company is terminated for any reason (other than as provided in Section 3(a)) prior to the Settlement Date; or

c.The Participant violates the Restrictive Covenants contained in Section 5 or the Confidentiality provision in Section 15 or, as a result of an action by the Participant, it is determined that any term of this Agreement is invalid.

5.Restrictive Covenants. The Participant recognizes the highly competitive nature of the businesses of the Company. Accordingly, the Participant hereby agrees

Exhibit 10.5

that, during the period continuing through the duration of the Participant’s employment with the Company and its affiliates and ending on the second (2nd) anniversary of the Participant’s termination of employment with the Company and its affiliates for any reason, the Participant will not violate any of the following restrictive covenants.

a.Non-Solicitation. The Participant will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

b.Non-Competition. The Participant will not, directly or indirectly, anywhere in the world: (i) engage in any Competitive Business (as defined below); (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership position of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange); or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand. “Competitive Business” means any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on-highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co, Daimler AG, Navistar International Corp, PACCAR Inc., and Traton SE); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Fiat Chrysler Automobiles, N.V. and Ferrari S.p.A. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business” to the extent that they remain affiliates of CNH Industrial Group.

6.Elective Deferrals.

a.The Committee may establish procedures pursuant to which the Participant may elect to defer, until a time or times later than the Settlement Date, receipt of all or a portion of the Shares or the Cash

Exhibit 10.5

Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for the Participant, then notwithstanding any provision of this Agreement or the EIP to the contrary, a Participant who elects such deferral shall not have any rights to payment of the deferred Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral period. The Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options.

b.Notwithstanding any provision to the contrary in this Agreement, if deferral of Shares or the Cash Amount is permitted by the Committee pursuant to Section 6(a), each provision of this Agreement shall be interpreted to permit the deferral of compensation only as allowed in compliance with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including regulations and other applicable authorities promulgated thereunder (“Code Section 409A”), and any provision in this Agreement that would conflict with the requirements of Code Section 409A shall not be valid or enforceable. The Participant acknowledges, without limitation, and consents that application of Code Section 409A to this Agreement may require payments under this Agreement to be provided under such other conditions necessary to comply with the requirements of Code Section 409A. The Participant and the Company further hereby agree to execute such further instruments and take such further action as reasonably may be necessary to comply with Code Section 409A, or any similar non-U.S. law.

7.Adjustments. If any change is made to the outstanding Shares or the capital structure of the Company, the Units will be adjusted as contemplated by Section 13 of the EIP.

8.Change of Control. In the event of a Change of Control, awards will be treated in accordance with Section 12 of the EIP.

9.Withholding for Taxes. Regardless of any action the Company or, if different, the Participant’s employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding and/or under the Company’s Tax Equalization policy, to the extent applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Participant’s employer

a.make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the subsequent issuance or sale of any Shares acquired pursuant to the Units and the receipt of any dividends or dividend equivalents, and (b) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for

Exhibit 10.5

Tax-Related Items. To the extent that the grant of the Units, the vesting of the Units, the receipt of any dividends or dividend equivalents, or the delivery of the Shares with respect to any Units earned hereunder results in a withholding obligation for Tax-Related Items prior to the delivery of Shares or the Cash Amount hereunder, the Company or the Participant’s employer, in its sole discretion, may withhold from the Shares or the Cash Amount or other form of remuneration payable to the Participant to satisfy its withholding obligations required by applicable law or regulations. In the event the withholding requirements are not satisfied through the withholding of Shares or the Cash Amount or other form of remuneration payable to the Participant, no Shares or Cash Amount will be issued to the Participant (or the Participant’s estate) upon vesting of the Units unless and until satisfactory arrangements have been made by the Participant with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, must be withheld or collected with respect to such Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant’s employer (or former employer, if applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. All other Tax- Related Items related to the Units or the Cash Amount and any Shares or Cash Amount delivered in payment thereof are the Participant’s sole responsibility. The Company may refuse to issue or deliver Shares, the Cash Amount or proceeds from the sale of Shares until arrangements satisfactory to the Company have been made in connection with the Tax-Related Items.

10.Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the Shares underlying the Units granted under this Award unless and until the Units vest and are settled by the issuance of such Shares.

11.Employment. Neither the granting of the Units nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any of its subsidiaries to guarantee (a) the Participant’s continued employment with the Company or any of its subsidiaries, or (b) the Participant’s continued participation in the EIP in future years, or (c) the Participant’s entitlement to any other EIP award or other type of incentive compensation.

12.Non-Transferability.

a.Absent prior written consent of the Committee or except as otherwise provided in the EIP, the Award granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the transfer of any Shares awarded and vested hereunder shall not be restricted by virtue of this Agreement.

b.Consistent with the foregoing, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate,

Exhibit 10.5

alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.

13.Stock Ownership Requirements.

a.The Participant agrees and acknowledges that, on and after December 31, 2025, the Participant is expected to hold a number of Shares with an aggregate value (determined based on the closing price of a Share on the last trading day prior to December 31, 2025) at least equal to three (3) times the Participant’s annual base salary (the “Stock Ownership Requirement”).

b.For purposes of this Section 13, vested Shares held by the Participant (including (i) shares purchased on the open market and (ii) shares held indirectly by the Participant: (a) under any retirement or deferred compensation plan or (b) held by a spouse or other immediate family member residing in the same household or (c) in a trust for the benefit of the Participant or his family (whether held individually or jointly) will count towards the Stock Ownership Requirement. Any unvested Units and Shares underlying unvested equity awards (including the Units) will not count toward this requirement until such Units vest or are delivered to the Participant.

14.Compliance with Securities Laws.

The Company will not be required to deliver any Shares or Cash Amount pursuant to this Agreement, if, in the opinion of counsel for the Company, such issuance would violate applicable securities laws or stock exchange and other regulatory requirements. Prior to the issuance of any Shares or Cash Amount pursuant to this Agreement, the Company may require that the Participant (or the Participant’s Beneficiary or legal representative upon the Participants’ death or Total Disability, as applicable) enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable laws or with this Agreement.

15.Confidentiality.The Participant will not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any information regarding the terms or conditions of this Agreement or the Units, except to share such information with the Participant’s family members and financial and legal advisors, who will be under an obligation to keep the terms and conditions of this Agreement and the Units confidential. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Participant’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Participant agrees to waive the Participant’s right to recover monetary damages in connection with any charge, complaint or

Exhibit 10.5

lawsuit filed by the Participant or anyone else on the Participant’s behalf (whether involving a governmental entity or not); provided that the Participant is not agreeing to waive, and this Agreement shall not be read as requiring the Participant to waive, any right the Participant may have to receive an award for information provided to any governmental entity. The Participant is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

16.Amendment.

This Agreement may be amended by the Committee at any time, provided that, except as otherwise provided in the EIP, no such amendment, without the written consent of the Participant, shall adversely affect the rights of the Participant granted hereunder.

17.Miscellaneous.

a.Compliance with Code Section 409A. This Agreement and the Award are intended to be exempt from Code Section 409A (unless duly deferred in accordance with Section 6 hereof), and this Agreement will be administered to give effect to such intent (and if the Award or Agreement is determined to be subject to Code Section 409A, it will be administered and maintained to comply with Code Section 409A). It is the intention of the Company and the Participant that this Agreement not result in unfavorable tax consequences under Code Section 409A, and shall be interpreted and administered to give effect to that intent. Accordingly, the Participant consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such g amendment. Any such amendment shall be made in a manner that preserves to the maximum extent possible the intended benefits to the Participant. This Section 17(a) does not create an obligation on the part of Company to modify this Agreement and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A.

b.Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.

Exhibit 10.5

c.Entire Agreement. This Agreement, Schedule A, which is attached hereto and shall be deemed to be a part of this Agreement, the EIP, and any and all other attachments hereto, contain the entire agreement between the parties with respect to the transactions contemplated hereunder and supersede any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement, including the EIP, and any and all attachments hereto.

d.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Units may be transferred by will or the laws of descent and distribution.

e.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to the conflicts of law principles of any jurisdiction, except to the extent federal law may be applicable.

f.CONSENT TO JURISDICTION. BY ACCEPTING THIS AWARD, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. IN RESPECT OF ANY MATTER

HEREUNDER.    This includes any action or proceeding to compel arbitration or to enforce an arbitration award.

g.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

h.No Right to Future Grants. The grant of the Units is voluntary and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past. All decisions with respect to future grants, if any, will be at the sole discretion of the Committee. The Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Shares is unknown and cannot be predicted with certainty. No claim or entitlement to compensation or damages arises from forfeiture or termination of the Units or diminution in value of the Units or the underlying Shares or Cash Amount and the Participant irrevocably

Exhibit 10.5

releases the Committee, the Company and/or its subsidiaries (and their respective directors and officers) from any such claim that may arise. The EIP is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the EIP. The Participant’s participation in the EIP is voluntary. Any amendment, modification, or termination of the EIP shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company and/or its subsidiaries.

i.Insider Trading; Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside information. Furthermore, the Participant could be prohibited from

(i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) ”tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the Participant’s personal advisor on this matter.

j.Appendix. Notwithstanding any provision in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal and administrative reasons. The Appendix constitutes part of this Agreement.

k.Employee Data Privacy. Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to Personal Data (defined below) and the collection, processing and transfer in electronic or other form of such Personal Data in relation to the grant of Units and participation in the EIP. The collection, processing and transfer of Personal Data is necessary for the legitimate purpose of the Company’s and the Employer’s administration

Exhibit 10.5

of the EIP and the Participant’s participation in the EIP, and the Participant’s denial and/or objection to the collection, processing and transfer of Personal Data may affect his or her participation in the EIP. The Participant voluntarily acknowledges the collection, use, processing and transfer of Personal Data as described herein.

The Company and the Employer hold certain personally identifiable information about the Participant, including specifically name, home address, e-mail address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any Units or any other entitlement to shares awarded, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the EIP (“Personal Data”). The Personal Data may be provided by the Participant or collected, where lawful, from third parties, and the Company or the Employer each act as controllers of the Personal Data and will process the Personal Data in this context for the exclusive legitimate purpose of implementing, administering and managing participation in the EIP and meeting related legal obligations associated with these actions.

The Data processing will take place through electronic and non-electronic means according to logics and procedures correlated to the purposes for which the Personal Data was collected and with confidentiality and security provisions as set forth by applicable laws and regulations. Personal Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the EIP and other aspects of the employment relationship and for participation in the EIP.

The Company and the Employer will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the EIP, and the Company and the Employer may each further transfer Personal Data to any third parties assisting the Company or the Employer in the implementation, administration and management of the EIP. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. By accepting this Award, the Participant understands that these recipients may receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of implementing, administering and managing participation in the EIP, including any requisite transfer of such Personal Data as may be required for the administration of the EIP and/or the subsequent holding of shares on my behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the EIP. When transferring Personal Data to these potential recipients, Company and the Employer provide appropriate safeguards in accordance with EU Standard Contractual Clauses, the EU-U.S. Privacy Shield Framework, or other legally binding and permissible arrangements. The Participant understands that he/she may, at any time, request a list with the names and

Exhibit 10.5

addresses of any potential recipients of the Personal Data, view Personal Data, request additional information about the storage and processing of Personal Data, and require any necessary amendments to Personal Data, by using the means indicated in the general Company’s Employee privacy notice.

To the extent provided by law, the Participant may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction of processing of Personal Data, and portability of Personal Data. The Participant may also have the right to object, on grounds related to a particular situation, to the processing of Personal Data, as well as opt-out of the EIP herein, in any case without cost, by contacting in writing the Company’s Human Resources Department. The provision of Personal Data is a contractual requirement. The Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company and the Employer may not be able to grant Units or other equity awards or administer or maintain such awards. For more information on the consequences of a refusal to provide Personal Data, the Participant understands that he or she may contact the Company’s Human Resources Department.

When the Company and the Employer no longer need to use Personal Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Personal Data from their systems and/or records containing the Personal Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it.

18.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Units awarded under this Agreement or the EIP by electronic means or request the Participant’s consent to participate in the administration of this Agreement and the EIP by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the EIP through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19.Acknowledgments. By accepting this Restricted Stock Unit Award Agreement, the Participant hereby acknowledges that he/she has received and reviewed a copy of the following documents provided on the Morgan Stanley StockPlan Connect website:

1.The Prospectus and EIP, and

2.The CNH Industrial Annual Report on Form 20-F for the year ended December 31, 2019;

The Participant acknowledges that there may be tax consequences upon the vesting or settlement of the Units or disposition of the underlying Shares or Cash Amount and that

Exhibit 10.5

the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

20.Electronic Signature. The Participant acknowledges and agrees that by entering his/her StockPlan Connect password on the Site and clicking the “Accept Award” button on the Site, it will act as the Participant’s electronic signature to this Agreement and will constitute the Participant’s acceptance of and agreement with all of the terms and conditions of the Units, as set forth in the Agreement, Schedule A and the EIP.

IN WITNESS WHEREOF, this Agreement has been executed by the Company effective as of the date first above written. Your electronic signature constitutes your acceptance of this Agreement and its terms.

CNH INDUSTRIAL N.V.

Exhibit 10.5

SCHEDULE A

VESTING OF RESTRICTED SHARE UNITS AWARD

Except as otherwise provided in Section 3 of the Agreement, the following conditions must be achieved for vesting of the Award (or any portion thereof):

1.The Units granted pursuant to this Agreement will vest in three equal installments on each of the following dates (each is a “Vesting Period”):

a.Insert date

b.Insert date

c.Insert date

2.The Participant’s individual performance and demonstration of Company values throughout the applicable Vesting Period is acceptable, as assessed by the Committee in its sole discretion.

3.The Participant remains in a comparable weighted key leadership position throughout the applicable Vesting Period, as assessed by the Committee, in its sole discretion.

To the extent the foregoing continuous employment, individual performance and demonstration of Company values, and position criteria conditions are not achieved, the Units (or portion thereof) shall not be earned, vested, or payable under this Agreement.

The achievement of all the foregoing vesting criteria and conditions is determined by the Committee in its sole discretion.

EX-10.6

Exhibit 10.6

CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN 2022-2024 PERFORMANCE SHARE UNIT AWARD AGREEMENT

This Performance Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 20, 2022, (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

This Agreement and the Award described herein are effective as of the Grant Date but shall be canceled if the Participant fails to complete all the steps to accept the Award electronically at the Morgan Stanley StockPlan Connect website (www.stockplanconnect.com) (or any successor system selected by the Company) (the “Site”), including without limitation acknowledging that the Participant has read all of the documentation provided at the Site and affixing the Participant’s electronic signature, so that the status indicator at the Site reflects “accepted” for the Award.

If the status indicator at the Site for the Award does not reflect “accepted” by midnight (U.S. Central time) on the day prior to the vesting date under the Award described herein, this Agreement, and the Award described herein, shall be cancelled.

1.Grant of Performance Share Units.Pursuant to the EIP and subject to the terms and conditions of this Agreement and the EIP (which is incorporated herein by reference), the Company hereby grants to the Participant an Award of Performance Share Units (the “Units”). The number of Units awarded to the Participant is as indicated at the Site. The number of Units vesting is subject to the achievement of performance goals in accordance with Schedule A of this Agreement, and is subject to the achievement or satisfaction of the following conditions and Section 3 and 4:

(a) the Company achieving the designated performance goals as established by the Committee, (b) the Participant achieving an acceptable level of individual performance and demonstration of Company values, as determined in the sole discretion of the Company, and (c) the Participant remaining with the Company in a comparable weighted key leadership position, as defined in the sole discretion of the Company, during the vesting period. A Unit constitutes a promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms, conditions and restrictions of this Agreement and the EIP, one share of the Company’s common stock on the Settlement Date as provided herein (individually, each a “Share” and collectively, the “Shares”) or, in the Company’s sole discretion, the cash equivalent of the fair market value of one Share on the Settlement Date (the “Cash Amount”).

Exhibit 10.6

2.Performance Vesting Requirement.

(a)The “Performance Period” for the Award shall be the 3-year period commencing on January 1, 2022 and ending on December 31, 2024. The Award shall be subject to performance vesting requirements based upon the achievement of the Company’s performance goals as established by the Committee under the EIP and subject to certification of the degree of achievement of such performance measures by the Committee.

(b)The Company performance measures (“Metrics”) are (1) Industrial Return on Invested Capital (“Industrial ROIC”), (2) Adjusted Diluted Earnings Per Share (“Adjusted EPS”), and (3) Relative Total Shareholder Return (“Relative TSR”), in each case as defined in Schedule A.

(c)The number of the Units earned under this Agreement by the Participant will be determined at the end of the Performance Period and in each case is based on the level of achievement of the Metrics, your individual performance and demonstration of Company values and having remained with the Company in a comparable weighted key leadership position for the Performance Period pursuant to and in accordance with Schedule A. All determinations of whether the Metrics have been achieved, the number of Units earned by the Participant, and all other matters related to this Section 2 shall be made by the Committee in its sole discretion.

3.Date and Conditions of Vesting. The Units are subject to forfeiture until they vest. Except as otherwise provided herein, the Units will vest and become nonforfeitable on the date the Committee certifies the level of achievement of the Metrics in Schedule A in accordance with Section 2, subject to the other terms and conditions set forth on Schedule A. Unless duly deferred by the Participant in accordance with Section 6, upon vesting each Unit will be settled by issuance of one Share, free of any restrictions (other than the restrictions on transfer provided herein), or the Cash Amount. Issuance of the non-deferred Shares or Cash Amount shall be made as soon as administratively feasible (“Settlement Date”) after the Committee certifies the actual performance of the Company and the Participant during the Performance Period; provided that:

(a)If one of the following events occurs prior to the Settlement Date but after the end of the Performance Period and the satisfaction of the Metrics described in Schedule A: The Participant’s death, Total Disability (as defined in Section 3(b)), approved leave of absence or retirement at age 65 or older, then the Participant in each case shall be deemed to be an employee of the Company for purposes of Section 3 at the Settlement Date (and any portion of the Award that does not vest and settle on the Settlement Date will be forfeited).

(b)“Total Disability” means, as determined in good faith by the Company, the permanent inability of the Participant, as a result of accident or sickness, to perform such Participant’s occupation or employment for which the Participant is suited by reason of the Participant’s previous training, education

Exhibit 10.6

and experience and which results in the termination of the Participant’s employment.

4.Forfeiture of Award. Unless otherwise determined by the Company in its sole discretion, all outstanding Units shall be forfeited upon the date:

(a)The Committee determines, in its sole discretion, that the Metrics or other vesting conditions set forth in Schedule A are not met; or

(b)The Participant’s employment with the Company is terminated for any reason (other than as provided in Section 3(a)) prior to the Settlement Date; or

(c)The Participant violates the Restrictive Covenants contained in Section 5 or the Confidentiality provision in Section 15 or, as a result of an action by the Participant, it is determined that any term of this Agreement is invalid.

5.Restrictive Covenants. The Participant recognizes the highly competitive nature of the businesses of the Company. Accordingly, the Participant hereby agrees that, during the period continuing through the duration of the Participant’s employment with the Company and its affiliates and ending on the second (2nd) anniversary of the Participant’s termination of employment with the Company and its affiliates for any reason, the Participant will not violate any of the following restrictive covenants.

(a)Non-Solicitation. The Participant will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

(b)Non-Competition. The Participant will not, directly or indirectly, anywhere in the world: (i) engage in any Competitive Business (as defined below); (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership position of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange); or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand. “Competitive Business” means any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on-

Exhibit 10.6

highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co,; Daimler AG, Navistar International Corp, PACCAR Inc., and Traton SE) provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Stellantis N.V., Iveco Group N.V., and Ferrari N.V. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business” to the extent that they remain affiliates of CNH Industrial Group.

6.Elective Deferrals. The Committee may establish procedures pursuant to which the Participant may elect to defer, until a time or times later than the Settlement Date, receipt of all or a portion of the Shares or the Cash Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for the Participant, then notwithstanding any provision of this Agreement or the EIP to the contrary, a Participant who elects such deferral shall not have any rights to payment of the deferred Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral period. The Committee further retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options.

7.Adjustments. If any change is made to the outstanding Shares or the capital structure of the Company, the Units will be adjusted as contemplated by Section 13 of the EIP.

8.Change of Control. In the event of a Change of Control, awards will be treated in accordance with Section 12 of the EIP.

9.Withholding for Taxes. Regardless of any action the Company or, if different, the Participant’s employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding and/or under the Company’s Tax Equalization policy, to the extent applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Participant’s employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the subsequent issuance or sale of any Shares acquired pursuant to the Units and the receipt of any dividends or dividend equivalents, and (b) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items. To the extent that the grant of the Units, the vesting of the Units, the receipt of any dividends or dividend equivalents, or the delivery of the Shares with respect to any Units earned hereunder results in a withholding obligation for Tax-Related Items prior to the delivery of Shares or the Cash Amount hereunder, the Company or the Participant’s employer,

Exhibit 10.6

in its sole discretion, may withhold from the Shares or the Cash Amount or other form of remuneration payable to the Participant to satisfy its withholding obligations required by applicable law or regulations. In the event the withholding requirements are not satisfied through the withholding of Shares or the Cash Amount or other form of remuneration payable to the Participant, no Shares or Cash Amount will be issued to the Participant (or the Participant’s estate) upon vesting of the Units unless and until satisfactory arrangements have been made by the Participant with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, must be withheld or collected with respect to such Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant’s employer (or former employer, if applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. All other Tax-Related Items related to the Units or the Cash Amount and any Shares or Cash Amount delivered in payment thereof are the Participant’s sole responsibility. The Company may refuse to issue or deliver Shares, the Cash Amount or proceeds from the sale of Shares until arrangements satisfactory to the Company have been made in connection with the Tax-Related Items.

10.Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the Shares underlying the Units granted under this Award unless and until the Units vest and are settled by the issuance of such Shares.

11.Employment. Neither the granting of the Units nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any of its subsidiaries to guarantee (a) the Participant’s continued employment with the Company or any of its subsidiaries, or (b) the Participant’s continued participation in the EIP in future years, or (c) the Participant’s entitlement to any other EIP award or other type of incentive compensation.

12.Non-Transferability.

(a)Absent prior written consent of the Committee or except as otherwise provided in the EIP, the Award granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the transfer of any Shares awarded and vested hereunder shall not be restricted by virtue of this Agreement.

(b)Consistent with the foregoing, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.

Exhibit 10.6

13.Stock Ownership Requirements.

(a)The Participant agrees and acknowledges that, on and after December 31, 2025, the Participant is expected to hold a number of Shares with an aggregate value (determined based on the closing price of a Share on the last trading day prior to December 31, 2025) at least equal to three (3) times the Participant’s annual base salary (the “Stock Ownership Requirement”).

(b)For purposes of this Section 13, vested Shares held by the Participant (including

(i) shares purchased on the open market and (ii) shares held indirectly by the Participant: (a) under any retirement or deferred compensation plan or (b) held by a spouse or other immediate family member residing in the same household or (c) in a trust for the benefit of the Participant or his family (whether held individually or jointly) will count towards the Stock Ownership Requirement. Any unvested Units and Shares underlying unvested equity awards (including the Units) will not count toward this requirement until such Units vest or are delivered to the Participant.

14.Compliance with Securities Laws. The Company will not be required to deliver any Shares or Cash Amount pursuant to this Agreement, if, in the opinion of counsel for the Company, such issuance would violate applicable securities laws or stock exchange and other regulatory requirements. Prior to the issuance of any Shares or Cash Amount pursuant to this Agreement, the Company may require that the Participant (or the Participant’s Beneficiary or legal representative upon the Participants’ death or Total Disability, as applicable) enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable laws or with this Agreement.

15.Confidentiality.The Participant will not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any information regarding the terms or conditions of this Agreement or the Units, except to share such information with the Participant’s family members and financial and legal advisors, who will be under an obligation to keep the terms and conditions of this Agreement and the Units confidential. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Participant’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Participant agrees to waive the Participant’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Participant or anyone else on the Participant’s behalf (whether involving a governmental entity or not); provided that the Participant is not agreeing to waive, and this Agreement shall not be read as requiring the Participant to waive, any right the Participant may have to receive an award for information provided to any governmental entity. The Participant is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of

Exhibit 10.6

reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

16.Amendment. This Agreement may be amended by the Committee at any time, provided that, except as otherwise provided in the EIP, no such amendment, without the written consent of the Participant, shall adversely affect the rights of the Participant granted hereunder.

17.Miscellaneous.

(a)Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.

(b)Entire Agreement. This Agreement, Schedule A, which is attached hereto and shall be deemed to be a part of this Agreement, the EIP, and any and all other attachments hereto, contain the entire agreement between the parties with respect to the transactions contemplated hereunder and supersede any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement, including the EIP and any and all attachments hereto.

(c)Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Units may be transferred by will or the laws of descent and distribution.

(d)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to the conflicts of law principles of any jurisdiction, except to the extent federal law may be applicable.

(e)CONSENT TO JURISDICTION. BY ACCEPTING THIS AWARD, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. IN RESPECT OF ANY MATTER HEREUNDER.

This includes any action or proceeding to compel arbitration or to enforce an arbitration award.

(f)Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review.

Exhibit 10.6

The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

(g)No Right to Future Grants. The grant of the Units is voluntary and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past. All decisions with respect to future grants, if any, will be at the sole discretion of the Committee. The Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Shares is unknown and cannot be predicted with certainty. No claim or entitlement to compensation or damages arises from forfeiture or termination of the Units or diminution in value of the Units or the underlying Shares or Cash Amount and the Participant irrevocably releases the Committee, the Company and/or its subsidiaries (and their respective directors and officers) from any such claim that may arise. The EIP is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the EIP. The Participant’s participation in the EIP is voluntary. Any amendment, modification, or termination of the EIP shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company and/or its subsidiaries.

(h)Insider Trading; Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside information. Furthermore, the Participant could be prohibited from

(i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) ”tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the Participant’s personal advisor on this matter.

(i)Appendix. Notwithstanding any provision in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this

Exhibit 10.6

Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal and administrative reasons. The Appendix constitutes part of this Agreement.

(j)Employee Data Privacy. Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the following in relation to Personal Data (defined below) and the collection, processing and transfer in electronic or other form of such Personal Data in relation to the grant of Units and participation in the EIP. The collection, processing and transfer of Personal Data is necessary for the legitimate purpose of the Company’s and the Employer’s administration of the EIP and the Participant’s participation in the EIP, and the Participant’s denial and/or objection to the collection, processing and transfer of Personal Data may affect his or her participation in the EIP. The Participant voluntarily acknowledges the collection, use, processing and transfer of Personal Data as described herein.

The Company and the Employer hold certain personally identifiable information about the Participant, including specifically name, home address, e-mail address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any Units or any other entitlement to shares awarded, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the EIP (“Personal Data”). The Personal Data may be provided by the Participant or collected, where lawful, from third parties, and the Company or the Employer each act as controllers of the Personal Data and will process the Personal Data in this context for the exclusive legitimate purpose of implementing, administering and managing participation in the EIP and meeting related legal obligations associated with these actions.

The Data processing will take place through electronic and non-electronic means according to logics and procedures correlated to the purposes for which the Personal Data was collected and with confidentiality and security provisions as set forth by applicable laws and regulations. Personal Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the EIP and other aspects of the employment relationship and for participation in the EIP.

The Company and the Employer will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the EIP, and the Company and the Employer may each further transfer Personal Data to any third parties assisting the Company or the Employer in the implementation, administration and management of the EIP. These recipients of Personal Data may be located in the United States, the European Economic Area, or elsewhere throughout the world. By accepting this Award, the Participant understands that these

Exhibit 10.6

recipients may receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of implementing, administering and managing participation in the EIP, including any requisite transfer of such Personal Data as may be required for the administration of the EIP and/or the subsequent holding of shares on my behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the EIP. When transferring Personal Data to these potential recipients, Company and the Employer provide appropriate safeguards in accordance with EU Standard Contractual Clauses, or other legally binding and permissible arrangements. The Participant understands that he/she may, at any time, request a list with the names and addresses of any potential recipients of the Personal Data, view Personal Data, request additional information about the storage and processing of Personal Data, and require any necessary amendments to Personal Data, by using the means indicated in the general Company’s Employee privacy notice.

To the extent provided by law, the Participant may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction of processing of Personal Data, and portability of Personal Data. The Participant may also have the right to object, on grounds related to a particular situation, to the processing of Personal Data, as well as opt-out of the EIP herein, in any case without cost, by contacting in writing the Company’s Human Resources Department. The provision of Personal Data is a contractual requirement. The Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company and the Employer may not be able to grant Units or other equity awards or administer or maintain such awards. For more information on the consequences of a refusal to provide Personal Data, the Participant understands that he or she may contact the Company’s Human Resources Department.

When the Company and the Employer no longer need to use Personal Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Personal Data from their systems and/or records containing the Personal Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it.

18.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Units awarded under this Agreement or the EIP by electronic means or request the Participant’s consent to participate in the administration of this Agreement and the EIP by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the EIP through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19.Acknowledgments. By accepting this Performance Share Unit Award Agreement, the Participant hereby acknowledges that he/she has received and reviewed a copy of the following documents provided on the Morgan Stanley StockPlan Connect website:

Exhibit 10.6

1.The Prospectus and EIP,

2.the Appendix referenced in Section 17 (i) of this Agreement, and

3.the CNH Industrial Annual Report on Form 20-F for the year ended December 31, 2021.

The Participant acknowledges that there may be tax consequences upon the vesting or settlement of the Units or disposition of the underlying Shares or Cash Amount and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

20.Electronic Signature. The Participant acknowledges and agrees that by entering his/her StockPlan Connect password on the Site and clicking the “Accept Award” button on the Site, it will act as the Participant’s electronic signature to this Agreement and will constitute the Participant’s acceptance of and agreement with all of the terms and conditions of the Units, as set forth in the Agreement, Schedule A and the EIP.

IN WITNESS WHEREOF, this Agreement has been executed by the Company effective as of the date first above written. Your electronic signature constitutes your acceptance of this Agreement and its terms.

CNH INDUSTRIAL N.V.

Attachment:

Schedule A: Vesting of Performance Share Units Award

Exhibit 10.6

SCHEDULE A

VESTING OF PERFORMANCE SHARE UNITS AWARD

The following Performance Criteria and other conditions must be achieved for vesting of the Award (or any portion thereof):

1.Two internal financial metrics, Industrial ROIC and Adjusted EPS, weighted 50% each, and a multiplier based CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total Units considered earned, as described below.

Specifically, the number of Units earned will equal:

(a)the number of Units earned under the Industrial ROIC metric in Section 1(a) plus

(b)the number of Units earned under the Adjusted EPS metric in Section 1(b);

And the resulting number will be multiplied by the TSR multiplier earned in Section 1(c); provided that in no event will the total number of earned Units exceed 200% of the target number of Units indicated at the Site.

If, upon completion of the performance period, beginning January 1, 2022 and ending December 31, 2024:

(1)the Company has achieved a three-year average Industrial ROIC result above the threshold goal, then (i) 50.0% of the Units multiplied by (ii) the applicable Industrial ROIC payout factor per the performance achieved (as shown in the table below, with interpolation for results between Industrial ROIC levels) will be considered earned, with a maximum of 200%.

(2)the Company has achieved a three-year cumulative Adjusted EPS result above the threshold goal, then (i) 50.0% of the Units multiplied by (ii) the applicable Adjusted EPS payout factor per the performance achieved (as shown in the table below, with interpolation for results between Adjusted EPS levels) will be considered earned, with a maximum of 200%.

(3)(i) the sum of the number of Units considered earned under 1. (a) and 1. (b) will be multiplied by (ii) the applicable Relative TSR multiplier per the performance achieved (as shown in the table below, with interpolation for results between set percentile ranking goals) will be considered earned.

2.The Participant’s individual performance and demonstration of Company values throughout the Performance Period is acceptable, as assessed by the Committee in its sole discretion.

Exhibit 10.6

3.The Participant remains in a comparable weighted key leadership position throughout the Performance Period described above, as assessed by the Committee, in its sole discretion.

To the extent the foregoing Performance Criteria and conditions are not achieved, the Award (or portion thereof) shall not be earned, vested, or otherwise payable under this Agreement. In no event will the total payment (if any) under this Agreement exceed 200% of the Award.

The achievement of all the foregoing Performance Criteria and conditions is determined by the Committee in its sole discretion. In the event of any change affecting the number, class, market price or terms of the Stock by reason of share dividend, share split, recapitalization, reorganization, merger, consolidation, spin-off or other event contemplated by Section 13 of the EIP, the Committee shall make such adjustment to the Performance Criteria and conditions as it determines, if any.

EX-10.7

Exhibit 10.7

CNH INDUSTRIAL N.V. EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT

This Restricted Share Unit Award Agreement (“Agreement”) is entered into, effective as of May 20, 2022 (the “Grant Date”), by and between CNH Industrial N.V. (the “Company”) and you (the “Participant”) pursuant and subject to the CNH Industrial N.V. Equity Incentive Plan, as it may be amended from time to time (the “EIP”), as approved by the Human Capital and Compensation Committee of the Company’s Board of Directors (the “Committee”). The Participant and the Company agree to take such further action as may reasonably be necessary to carry out the intent of this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the EIP. If there is any inconsistency or conflict between the terms of this Agreement and the terms of the EIP, the terms of the EIP shall control and govern unless this Agreement expressly states that an exception to the EIP is being made.

This Agreement and the Award described herein are effective as of the Grant Date but shall be canceled if the Participant fails to complete all the steps to accept the Award electronically at the Morgan Stanley StockPlan Connect website (www.stockplanconnect.com) (or any successor system selected by the Company) (the “Site”), including without limitation acknowledging that the Participant has read all of the documentation provided at the Site and affixing the Participant’s electronic signature, so that the status indicator at the Site reflects “accepted” for the Award.

If the status indicator at the Site for the Award does not reflect “accepted” by midnight (U.S. Central time) on the day prior to the first vesting date under the Award described herein, this Agreement, and the Award described herein, shall be cancelled.

1.Grant of Restricted Share Units.Pursuant to the EIP and subject to the terms and conditions of this Agreement and the EIP (which is incorporated herein by reference), the Company hereby grants to the Participant an Award of Restricted Share Units (the “Units”). The number of Units awarded to the Participant is as indicated on the Site. The vesting of the Units shall be pursuant to and in accordance with Schedule A of this Agreement and is subject to the achievement or satisfaction of the following conditions and subject to Section 3 and Section 4:

a) the Participant’s continuous active employment with the Company, (b) the Participant achieving an acceptable level of individual performance and demonstration of Company values, as determined in the sole discretion of the Company, and (c) the Participant remaining with the Company in a comparable weighted key leadership position, as defined in the sole discretion of the Company, during the applicable Vesting Period (as defined in Schedule A). A Unit constitutes a promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms, conditions and restrictions of this Agreement and the EIP, one share of the Company’s common stock on the Settlement Date as provided herein (individually, each a “Share” and collectively, the “Shares”) or, in

Exhibit 10.7

the Company’s sole discretion, the cash equivalent of the fair market value of one Share on the Settlement Date (the “Cash Amount”).

2.[Reserved].

3.Date and Conditions of Vesting. The Units are subject to forfeiture until they vest. Unless duly deferred by the Participant in accordance with Section 6, upon vesting each Unit will be settled by issuance of one Share, free of any restrictions (other than the restrictions on transfer provided herein), or the Cash Amount. Issuance of the non-deferred Shares or Cash Amount shall be made as soon as administratively feasible after the Committee certifies the Participant’s satisfaction of the conditions to vesting set forth in Section 1; provided that:

a.If one of the following events occurs prior to the applicable Settlement Date but after the applicable vesting date prescribed in Section 1 and Schedule A: the Participant’s death, Total Disability (as defined in Section 3(b)), approved leave of absence or retirement at age 65 or older, then the Participant shall be deemed to be an employee of the Company for purposes of Section 3 at the Settlement Date (and any portion of the Award that does not vest and settle on the Settlement Date will be forfeited).

b.“Total Disability” means, as determined in good faith by the Company, the permanent inability of the Participant, as a result of accident or sickness, to perform such Participant’s occupation or employment for which the Participant is suited by reason of the Participant’s previous training, education and experience and which results in the termination of the Participant’s employment.

4.Forfeiture of Award. Unless otherwise determined by the Company in its sole discretion, all outstanding Units shall be forfeited upon the date:

a.The Committee determines, in its sole discretion, that the vesting conditions set forth in Section 1 are not met; or

b.The Participant’s employment with the Company is terminated for any reason (other than as provided in Section 3(a)) prior to the Settlement Date; or

c.The Participant violates the Restrictive Covenants contained in Section 5 or the Confidentiality provision in Section 15 or, as a result of an action by the Participant, it is determined that any term of this Agreement is invalid.

5.Restrictive Covenants. The Participant recognizes the highly competitive nature of the businesses of the Company. Accordingly, the Participant hereby agrees that, during the period continuing through the duration of the Participant’s employment with the Company and its affiliates and ending on the second (2nd) anniversary of the Participant’s termination of employment with the Company and its affiliates for any reason, the Participant will not violate any of the following restrictive covenants.

Exhibit 10.7

a.Non-Solicitation. The Participant will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

b.Non-Competition. The Participant will not, directly or indirectly, anywhere in the world: (i) engage in any Competitive Business (as defined below); (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership position of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange); or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand. “Competitive Business” means any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on-highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co, Daimler AG, Navistar International Corp, PACCAR Inc., and Traton SE); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Stellantis N.V., Iveco Group N.V., and Ferrari N.V.. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business” to the extent that they remain affiliates of CNH Industrial Group.

6.Elective Deferrals. The Committee may establish procedures pursuant to which the Participant may elect to defer, until a time or times later than the Settlement Date, receipt of all or a portion of the Shares or the Cash Amount otherwise payable to the Participant hereunder, all on such terms and conditions as the Committee (or its designee) shall determine in its sole discretion. If any such deferrals are permitted for the Participant, then notwithstanding any provision of this Agreement or the EIP to the contrary, a Participant who elects such deferral shall not have any rights to payment of the deferred Shares or the Cash Amount unless and until the date on which the Shares or the Cash Amount are issued to the Participant upon the expiration of the deferral period. The Committee further

Exhibit 10.7

retains the authority and discretion to modify and/or terminate existing deferral elections, procedures and distribution options.

7.Adjustments. If any change is made to the outstanding Shares or the capital structure of the Company, the Units will be adjusted as contemplated by Section 13 of the EIP.

8.Change of Control. In the event of a Change of Control, awards will be treated in accordance with Section 12 of the EIP.

9.Withholding for Taxes. Regardless of any action the Company or, if different, the Participant’s employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding and/or under the Company’s Tax Equalization policy, to the extent applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and the Participant’s employer

a.make no representations or undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of the Units, including the grant of the Units, the vesting of the Units, the subsequent issuance or sale of any Shares acquired pursuant to the Units and the receipt of any dividends or dividend equivalents, and (b) do not commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Participant’s liability for Tax-Related Items. To the extent that the grant of the Units, the vesting of the Units, the receipt of any dividends or dividend equivalents, or the delivery of the Shares with respect to any Units earned hereunder results in a withholding obligation for Tax-Related Items prior to the delivery of Shares or the Cash Amount hereunder, the Company or the Participant’s employer, in its sole discretion, may withhold from the Shares or the Cash Amount or other form of remuneration payable to the Participant to satisfy its withholding obligations required by applicable law or regulations. In the event the withholding requirements are not satisfied through the withholding of Shares or the Cash Amount or other form of remuneration payable to the Participant, no Shares or Cash Amount will be issued to the Participant (or the Participant’s estate) upon vesting of the Units unless and until satisfactory arrangements have been made by the Participant with respect to the payment of any Tax-Related Items that the Company determines, in its sole discretion, must be withheld or collected with respect to such Units. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant’s employer (or former employer, if applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. All other Tax- Related Items related to the Units or the Cash Amount and any Shares or Cash Amount delivered in payment thereof are the Participant’s sole responsibility. The Company may refuse to issue or deliver Shares, the Cash Amount or proceeds from the sale of Shares until arrangements satisfactory to the Company have been made in connection with the Tax-Related Items.

Exhibit 10.7

10.Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to the Shares underlying the Units granted under this Award unless and until the Units vest and are settled by the issuance of such Shares.

11.Employment. Neither the granting of the Units nor any term or provision of this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any of its subsidiaries to guarantee (a) the Participant’s continued employment with the Company or any of its subsidiaries, or (b) the Participant’s continued participation in the EIP in future years, or (c) the Participant’s entitlement to any other EIP award or other type of incentive compensation.

12.Non-Transferability.

a.Absent prior written consent of the Committee or except as otherwise provided in the EIP, the Award granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the transfer of any Shares awarded and vested hereunder shall not be restricted by virtue of this Agreement.

b.Consistent with the foregoing, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits.

13.Stock Ownership Requirements.

a.The Participant agrees and acknowledges that, on and after December 31, 2025, the Participant is expected to hold a number of Shares with an aggregate value (determined based on the closing price of a Share on the last trading day prior to December 31, 2025) at least equal to three (3) times the Participant’s annual base salary (the “Stock Ownership Requirement”).

b.For purposes of this Section 13, vested Shares held by the Participant (including (i) shares purchased on the open market and (ii) shares held indirectly by the Participant: (a) under any retirement or deferred compensation plan or (b) held by a spouse or other immediate family member residing in the same household or (c) in a trust for the benefit of the Participant or his family (whether held individually or jointly) will count towards the Stock Ownership Requirement. Any unvested Units and Shares underlying unvested equity awards (including the Units) will not count toward this requirement until such Units vest or are delivered to the Participant.

Exhibit 10.7

14.Compliance with Securities Laws.

The Company will not be required to deliver any Shares or Cash Amount pursuant to this Agreement, if, in the opinion of counsel for the Company, such issuance would violate applicable securities laws or stock exchange and other regulatory requirements. Prior to the issuance of any Shares or Cash Amount pursuant to this Agreement, the Company may require that the Participant (or the Participant’s Beneficiary or legal representative upon the Participants’ death or Total Disability, as applicable) enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable laws or with this Agreement.

15.Confidentiality.The Participant will not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any information regarding the terms or conditions of this Agreement or the Units, except to share such information with the Participant’s family members and financial and legal advisors, who will be under an obligation to keep the terms and conditions of this Agreement and the Units confidential. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Participant’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Participant agrees to waive the Participant’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Participant or anyone else on the Participant’s behalf (whether involving a governmental entity or not); provided that the Participant is not agreeing to waive, and this Agreement shall not be read as requiring the Participant to waive, any right the Participant may have to receive an award for information provided to any governmental entity. The Participant is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Participant’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

16.Amendment.

This Agreement may be amended by the Committee at any time, provided that, except as otherwise provided in the EIP, no such amendment, without the written consent of the Participant, shall adversely affect the rights of the Participant granted hereunder.

Exhibit 10.7

17.Miscellaneous.

a.Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.

b.Entire Agreement. This Agreement, Schedule A, which is attached hereto and shall be deemed to be a part of this Agreement, the EIP, and any and all other attachments hereto, contain the entire agreement between the parties with respect to the transactions contemplated hereunder and supersede any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement, including the EIP, and any and all attachments hereto.

c.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the Units may be transferred by will or the laws of descent and distribution.

d.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to the conflicts of law principles of any jurisdiction, except to the extent federal law may be applicable.

e.CONSENT TO JURISDICTION. BY ACCEPTING THIS AWARD, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. IN RESPECT OF ANY MATTER

HEREUNDER.    This includes any action or proceeding to compel arbitration or to enforce an arbitration award.

f.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

g.No Right to Future Grants. The grant of the Units is voluntary and does not create any contractual or other right to receive future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly in the past. All decisions with respect to future grants, if any, will be at the sole discretion of the Committee. The Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards,

Exhibit 10.7

pension or retirement benefits or similar payments. The future value of the underlying Shares is unknown and cannot be predicted with certainty. No claim or entitlement to compensation or damages arises from forfeiture or termination of the Units or diminution in value of the Units or the underlying Shares or Cash Amount and the Participant irrevocably releases the Committee, the Company and/or its subsidiaries (and their respective directors and officers) from any such claim that may arise. The EIP is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the EIP. The Participant’s participation in the EIP is voluntary. Any amendment, modification, or termination of the EIP shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company and/or its subsidiaries.

h.Insider Trading; Market Abuse Laws. By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). The Participant further acknowledges that, depending on the Participant’s or his or her broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares, during such times the Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in the Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside information. Furthermore, the Participant could be prohibited from

(i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) ”tipping” third parties or causing them otherwise to buy or sell securities. The Participant understands that third parties include fellow employees. Any restriction under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and that the Participant should therefore consult the Participant’s personal advisor on this matter.

i.Appendix. Notwithstanding any provision in this Agreement, the Units shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal and administrative reasons. The Appendix constitutes part of this Agreement.

j.Employee Data Privacy. Pursuant to applicable personal data protection laws, the Company and the Employer hereby notify the Participant of the

Exhibit 10.7

following in relation to Personal Data (defined below) and the collection, processing and transfer in electronic or other form of such Personal Data in relation to the grant of Units and participation in the EIP. The collection, processing and transfer of Personal Data is necessary for the legitimate purpose of the Company’s and the Employer’s administration of the EIP and the Participant’s participation in the EIP, and the Participant’s denial and/or objection to the collection, processing and transfer of Personal Data may affect his or her participation in the EIP. The Participant voluntarily acknowledges the collection, use, processing and transfer of Personal Data as described herein.

The Company and the Employer hold certain personally identifiable information about the Participant, including specifically name, home address, e-mail address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any Units or any other entitlement to shares awarded, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the EIP (“Personal Data”). The Personal Data may be provided by the Participant or collected, where lawful, from third parties, and the Company or the Employer each act as controllers of the Personal Data and will process the Personal Data in this context for the exclusive legitimate purpose of implementing, administering and managing participation in the EIP and meeting related legal obligations associated with these actions.

The Data processing will take place through electronic and non-electronic means according to logics and procedures correlated to the purposes for which the Personal Data was collected and with confidentiality and security provisions as set forth by applicable laws and regulations. Personal Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the EIP and other aspects of the employment relationship and for participation in the EIP.

The Company and the Employer will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of participation in the EIP, and the Company and the Employer may each further transfer Personal Data to any third parties assisting the Company or the Employer in the implementation, administration and management of the EIP. These recipients of Personal Data may be located in the United States, the European Economic Area, or elsewhere throughout the world. By accepting this Award, the Participant understands that these recipients may receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of implementing, administering and managing participation in the EIP, including any requisite transfer of such Personal Data as may be required for the administration of the EIP and/or the subsequent holding of shares on my behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the EIP. When

Exhibit 10.7

transferring Personal Data to these potential recipients, Company and the Employer provide appropriate safeguards in accordance with EU Standard Contractual Clauses, or other legally binding and permissible arrangements. The Participant understands that he/she may, at any time, request a list with the names and addresses of any potential recipients of the Personal Data, view Personal Data, request additional information about the storage and processing of Personal Data, and require any necessary amendments to Personal Data, by using the means indicated in the general Company’s Employee privacy notice.

To the extent provided by law, the Participant may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction of processing of Personal Data, and portability of Personal Data. The Participant may also have the right to object, on grounds related to a particular situation, to the processing of Personal Data, as well as opt-out of the EIP herein, in any case without cost, by contacting in writing the Company’s Human Resources Department. The provision of Personal Data is a contractual requirement. The Participant understands, however, that the only consequence of refusing to provide Personal Data is that the Company and the Employer may not be able to grant Units or other equity awards or administer or maintain such awards. For more information on the consequences of a refusal to provide Personal Data, the Participant understands that he or she may contact the Company’s Human Resources Department.

When the Company and the Employer no longer need to use Personal Data for the purposes above or do not need to retain it for compliance with any legal or regulatory purpose, each will take reasonable steps to remove Personal Data from their systems and/or records containing the Personal Data and/or take steps to properly anonymize it so that the Participant can no longer be identified from it.

18.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Units awarded under this Agreement or the EIP by electronic means or request the Participant’s consent to participate in the administration of this Agreement and the EIP by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the EIP through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19.Acknowledgments. By accepting this Restricted Stock Unit Award Agreement, the Participant hereby acknowledges that he/she has received and reviewed a copy of the following documents provided on the Morgan Stanley StockPlan Connect website:

1.The Prospectus and EIP,

2.the Appendix referenced in Section 17 (i) of this Agreement, and

Exhibit 10.7

3.the CNH Industrial Annual Report on Form 20-F for the year ended December 31, 2021.

The Participant acknowledges that there may be tax consequences upon the vesting or settlement of the Units or disposition of the underlying Shares or Cash Amount and that the Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

20.Electronic Signature. The Participant acknowledges and agrees that by entering his/her StockPlan Connect password on the Site and clicking the “Accept Award” button on the Site, it will act as the Participant’s electronic signature to this Agreement and will constitute the Participant’s acceptance of and agreement with all of the terms and conditions of the Units, as set forth in the Agreement, Schedule A and the EIP.

IN WITNESS WHEREOF, this Agreement has been executed by the Company effective as of the date first above written. Your electronic signature constitutes your acceptance of this Agreement and its terms.

CNH INDUSTRIAL N.V.

Exhibit 10.7

SCHEDULE A

VESTING OF RESTRICTED SHARE UNITS AWARD

Except as otherwise provided in Section 3 of the Agreement, the following conditions must be achieved for vesting of the Award (or any portion thereof):

1.The Units granted pursuant to this Agreement will vest in full on Insert Date

(“Vesting Period”):

2.The Participant’s individual performance and demonstration of Company values throughout the applicable Vesting Period is acceptable, as assessed by the Committee in its sole discretion.

3.The Participant remains in a comparable weighted key leadership position throughout the applicable Vesting Period, as assessed by the Committee, in its sole discretion.

To the extent the foregoing continuous employment, individual performance and demonstration of Company values, and position criteria conditions are not achieved, the Units (or portion thereof) shall not be earned, vested, or payable under this Agreement.

The achievement of all the foregoing vesting criteria and conditions is determined by the Committee in its sole discretion.

EX-10.8

Exhibit 10.8

CNH INDUSTRIAL AMERICA LLC
SENIOR LEADERSHIP TEAM EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of March 17, 2021, by and among CNH Industrial America LLC (the “Company”) and Kevin Austin Barr (the “Executive”). This Agreement will be effective as of the date on which the Executive begins employment with the Company (the “Effective Date”), which is currently expected to be on March 19, 2021. Capitalized terms not otherwise defined have the meanings provided in the attached Definitions Annex.

In consideration of the mutual covenants in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.Purpose and Term

This Agreement is intended to provide payments and benefits to the Executive as a member of the Senior Leadership Team (the “SLT”) of the Company and its affiliates (the “CNH Industrial Group”), under the terms set forth. This Agreement will become effective as of the Effective Date and will remain in effect until the termination of the Executive’s employment; provided that Sections 6, 7, 8, 9, 10, 11, 13 and 14 will survive the termination of this Agreement and the Executive’s employment hereunder. The parties understand and agree that this Agreement does not alter the at-will status of the Executive’s employment and that either party will have the right to terminate the Executive’s employment at any time subject to the provisions below.

2.Position

The Company agrees to employ the Executive, and the Executive agrees to serve, as the Chief Human Resources Officer of the Company, with such duties, responsibilities and authority, as customary for such position and as may be determined from time to time by the Chief Executive Officer of CNH Industrial N.V. (the “CEO”), who may change, expand or limit such duties, responsibilities and authority. These duties, responsibilities and authority may extend to services with other members of the CNH Industrial Group. The Executive will devote best efforts and full business time and attention to the business and affairs of the Company and its affiliates; provided that the Executive may, subject to the prior approval of the CEO, serve on corporate, civic or charitable boards or committees, so long as such activities do not interfere in any material respect with the performance of the Executive’s responsibilities to the Company.

3.Compensation

a.Base Salary and Bonus. The Executive shall be entitled to a base salary of US $500,000 (gross) per year in accordance with the Company’s regular payroll schedule. The Executive will also be eligible for an annual cash bonus as determined for each year by the Company in its discretion and in accordance with the plans and arrangements that may be in effect from time to time. The Executive’s eligibility and any related bonus target (the “Annual Bonus Target”), which will equal no less than seventy-five percent (75%) of the Executive’s base salary in effect for the applicable year, and any conditions for eligibility and award of an annual bonus will be determined for each year by the Company and/or the Board of Directors of CNH Industrial N.V. (the “Board”) in its discretion. Any bonus actually paid to the Executive (or any part thereof) may be subject to any CNH Industrial Group clawback or recoupment policy that may be in effect from time to time.

b.Benefits. During the period of employment and while the Executive serves on the SLT, except as otherwise expressly provided, the Executive will be entitled to

participate in employee benefit and other plans, policies and programs and benefits on a basis consistent with those provided generally to other members of the SLT in the same country of employment. The Executive shall also be eligible to participate in the CNH Industrial Supplemental Retiree Medical Plan (the “Retiree Medical Plan”) in accordance with and subject to the Retiree Medical Plan’s terms and conditions and underlying plan documents, except that Executive shall only be required to provide three years of SLT service to the Company, as opposed to five years of SLT service, to be eligible to receive benefits under the Retiree Medical Plan. In the event of the Executive’s termination of employment with the Company for any reason other than a termination by the Company for Cause or a resignation by the Executive with the permission of the Company, the Executive shall continue to be eligible for participation in the Retiree Medical Plan, in accordance with its terms and conditions and underlying plan documents; provided, however, that the Executive shall lose eligibility for the Retiree Medical Plan if the Executive breaches any provisions of this Agreement, or any other agreement, if applicable, including the restrictive covenants set forth in Section 11, or revokes or attempts to revoke the Release referenced in Section 7. During the period of employment, the Company will also reimburse the Executive for all ordinary and necessary business expenses incurred in connection with the business, in accordance with the Company’s policies as may be in effect from time to time.

c.Other Items. In addition to the base salary, bonus and benefits described above, the Executive shall receive or be provided the following in connection with his employment with the Company.

(i)Long-Term Incentive Awards.

(1)Subject to the terms of the CNH Industrial N.V. Equity Incentive Plan (the “Equity Plan”) and the applicable award agreements to be provided by the CNH Industrial Group, the Executive will be eligible to receive annual long-term incentive awards with an aggregate grant date value of no less than US $1,000,000 (the “Annual Target LTI Award”). Two-thirds of each Annual Target LTI Award will be in the form of performance-based restricted share units (the “PRSUs”) and one-third will be in the form of time-based restricted share units (the “RSUs”). Any long-term incentive award is subject to final approval by the Board in its sole discretion. With respect to the 2021-2023 performance period, in lieu of the Annual Target LTI Awards, the Executive will be eligible to receive a one-time long-term incentive award for such period with an aggregate grant date value of no less than US $3,000,000 (the “Initial Award”), two-thirds of which will be in the form of PRSUs and one-third of which will be in the form of RSUs.

(2)Any conditions for eligibility for additional long-term incentive awards will be determined by the CNH Industrial Group in its discretion. The CNH Industrial Group, in its sole discretion, may require that any long-term incentive awards actually delivered or paid to the Executive be subject to any CNH Industrial Group clawback or recoupment policy that may be in effect from time to time.

(3)The granting of and the terms and conditions of all long-term incentive program awards are subject to the approval of the Compensation Committee of the Board in its sole discretion. The Committee and the Board reserve the right to amend, suspend or terminate any or all provisions of the Equity Plan for the future years within the sole discretion of the Board or the Committee.

(ii)Treatment of Equity Awards on Termination. In the event Executive experiences a Qualifying Termination (other than in connection with a Change of Control under Section 6.C) prior to the settlement of the Initial Award and subject to the effectiveness of a Release and the other terms of Section 7, a pro-rata portion of the Initial Award will be eligible to vest based on the time Executive was employed during the vesting period and, with respect to the PRSUs, subject to the performance terms and conditions specified in the applicable award agreement. The pro-rata portion of the RSUs calculated in accordance with the prior sentence will vest and be settled within 60 days of the date of Executive’s Qualifying Termination and the pro-rata portion of the PRSUs calculated in

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accordance with the prior sentence will vest be settled based on actual performance within 60 days of the Company’s determination of performance, in each case subject to Section 7.

(iii)Car Benefit. The Company will provide the Executive with one leased Fiat Chrysler Automobiles vehicle, per the applicable policy, and will pay for maintenance and insurance and provide a fuel card, pursuant to the applicable policies of the Company. The Executive will be responsible for all taxes arising from such benefits.

4.Termination

The Executive’s employment with the Company may be terminated by the Executive or by the Company at any time, subject to any notice period required by applicable Local Law.

5.Additional Terms

The Executive agrees and acknowledges that, as an employee of the Company, the Executive will be subject to the CNH Industrial Group policies applicable to similarly-situated employees of the CNH Industrial Group as in effect from time to time (including but not limited to policies related to business ethics and conflicts of interest, human resources, trading in securities of the CNH Industrial Group, data protection, confidentiality and proprietary information). The Executive acknowledges that he is subject to CNH Industrial Group’s share ownership guidelines, which require that he own shares of CNH Industrial N.V. (including, to the extent permitted under the share ownership guidelines or other Company plans or policies, shares that are deemed owned by him (e.g. shares underlying certain equity awards)) with an aggregate value of not less than three (3) times base salary within five (5) years of the Effective Date. Fifty percent (50%) of all equity awards earned and delivered to the Executive will be subject to a holding period until the Company’s share ownership value is met.

6.Payments on Termination of Employment

a.On any Termination of Employment. On any termination of employment, the Executive will be entitled to receive any (i) earned but unpaid base salary through the Termination Date, (ii) accrued but unused vacation, in accordance with any applicable Company policy which may be in effect from time to time, and (iii) accrued expense reimbursements in accordance with applicable Company policies. Such payments are in addition to any Severance to which the Executive may be entitled.

b.Termination Other than in Connection with a Change of Control. If during the Executive’s service on the SLT, the Executive experiences a Qualifying Termination, other than in connection with a Change of Control under Section 6.C, the Executive will be entitled to receive cash severance equal to two (2) times the Executive’s Covered Compensation (the “Severance”). Subject in each case to the effectiveness of a Release and the other terms of Section 7, the Severance will be paid in equal installments over twenty-four (24) months through the Company’s regular payroll in the same manner and at the same frequency as the Executive was paid immediately prior to the Termination Date. The Executive will also be entitled to receive the Severance if, in circumstances not involving a Change of Control, within one year after the Executive’s SLT service ends (other than as a result of a voluntary resignation from SLT), the Executive’s employment terminates for reasons that would have otherwise constituted a Qualifying Termination.

c.Termination in Connection with a Change of Control. Subject to the Executive’s continued SLT service through the date of a Change of Control but without regard to whether such SLT service continues after a Change of Control, if within 24 months following a Change of Control the Executive experiences a Qualifying Termination or the Executive terminates employment with the Company for Good Reason, the Executive will be entitled, subject to the effectiveness of a Release and the other terms of Section 7 below, to (i) receive the Severance, payable in its entirety in a single lump sum on the 60th day following the Termination Date (or, if the 60th day is not a business day,

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then the first business day after the 60th day) and (ii) accelerated vesting of outstanding equity awards as set forth in Section 12(a) of the CNH Industrial N.V. Equity Incentive Plan for awards granted under that plan. Notwithstanding the foregoing, if the Change of Control does not qualify as a “change in control event” within the meaning of Section 409A (as defined below), then the Severance under this Section 6.C will not be paid in a lump sum but will instead be paid as set forth in Section 6.B.

7.Conditions to Receipt of Payments on Termination of Employment

The Executive’s entitlement to any Severance is subject to the Executive’s continued compliance with (i) each of the restrictive covenants set forth in Section 11 below and (ii) the Executive’s execution and non-revocation of a release of claims in the form generally used by the CNH Industrial Group and applicable to similarly-situated employees in the Executive’s work jurisdiction (the “Release”) within fifty-five (55) days after the Termination Date. Failure to comply with the restrictive covenants or execute or adhere to the Release, or any attempt to revoke or purported revocation of the Release, by the Executive will result in forfeiture in full of any Severance and Retiree Medical Plan benefits or participation to which the Executive would otherwise be entitled. For the avoidance of doubt, the Executive’s right to any Severance and Retiree Medical Plan benefits will be forfeited to the extent such payment would have otherwise been due but for the Executive’s failure to provide the CNH Industrial Group with a duly executed and effective Release.

8.Clawback

The incentive compensation described in Sections 3 and the payments and benefits described in Section 6 above (and any other supplemental or incentive compensation the Executive may become entitled to under any other CNH Industrial Group plan or arrangement) is subject to any clawback or recoupment provision to the extent provided by any plan in which the Executive participates or as required by applicable law, and may be subject, in the discretion of the Company, to any CNH Industrial Group clawback or recoupment policy applicable to its senior executives that may be in effect from time to time prior to the Executive’s termination of employment.

9.No Other Rights

Other than as provided in Sections 3 and 6, the Executive will have no rights to any compensation or any other benefits hereunder. All other benefits, if any, due to the Executive following the Termination Date will be determined in accordance with the plans, policies and practices of the Company or any affiliate of the Company in effect on the Termination Date. Whether the Executive’s employment has terminated for purposes of any CNH Industrial Group plan or arrangement will be determined solely on the basis of the applicable terms of the plan or arrangement.

10.No Duplication; No Mitigation

This Agreement is not intended to, and will not result in any duplication of payments or benefits to the Executive. Accordingly, if the Executive becomes entitled to statutorily-required severance payments, the Executive will receive the greater of such statutorily-required severance and the Severance, or will have the amount of the Severance reduced by the statutorily-required severance paid to the Executive, as required by applicable Local Law and subject to compliance with Section 409A, as defined below.

The Executive will be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement in order for the Executive to receive the Severance, and the amounts due under this Agreement will not be subject to any offset on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

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11.Restrictive Covenants

The Executive hereby agrees to the following restrictions and acknowledges and recognizes the highly competitive nature of the businesses of the CNH Industrial Group:

a.Non-Solicitation/Non-Competition. During the Non-Solicitation Period, the Executive will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

During the Non-Competition Period, the Executive will not, directly or indirectly anywhere in the world: (i) engage in any Competitive Business; (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership position of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange); or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand.

The Executive understands that the provisions of this Section 11 may limit the Executive’s ability to earn a livelihood in a business similar to the business of the CNH Industrial Group but the Executive nevertheless agrees and hereby acknowledges that the business of the Company and its affiliates is a worldwide business and that such provisions: (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the CNH Industrial Group; (ii) contain reasonable limitations as to time and scope of activity to be restrained; (iii) are not harmful to the general public; and (iv) are not unduly burdensome to the Executive. In consideration of the foregoing and in light of the Executive’s education, sophistication, skills and abilities, the Executive agrees that the Executive will not assert that, and it should not be considered that, any provision of Section 11 otherwise is void, voidable or unenforceable or should be voided or held unenforceable.

It is expressly understood and agreed that, although the Executive and the CNH Industrial Group consider the restrictions contained in this Section 11 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section 11 or elsewhere in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained in this Agreement. It is further understood and agreed that the covenants in this Section 11 are in addition to, and not in lieu of, any similar covenants or agreements to which the Executive may be subject under any plan of or agreement with the Company or any of its affiliates.

b.Nondisparagement. The Executive will not, whether during or after the Executive’s employment with the Company or its affiliates, issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or its affiliates or any of their officers, directors or managers other than to the extent reasonably necessary in order to (i) assert in good faith a bona fide claim against the Company or its affiliates arising out of the Executive’s employment with the Company, or (ii) respond in a

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truthful and appropriate manner to any legal process or give truthful and appropriate testimony in a legal or regulatory proceeding.

c.Confidentiality. The Executive will not, without the prior written consent of the CNH Industrial Group, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any Confidential Information, except (i) while employed, in good faith furtherance of the Executive’s duties and responsibilities to the Company and its affiliates or (ii) as required by a court, governmental agency, administrative body or legislative body (including a committee thereof), in each case with jurisdiction; provided, that in the event that the Executive is ordered by any of the preceding to disclose any Confidential Information, the Executive will: (i) promptly notify the CNH Industrial Group of such order; (ii) at the written request of the CNH Industrial Group, diligently contest such order at the sole expense of the CNH Industrial Group; and (iii) at the written request of the CNH Industrial Group, seek to obtain, at the sole expense of the CNH Industrial Group, such confidential treatment as may be available under Local Laws for any information disclosed under such order. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Executive agrees to waive the Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Executive or anyone else on the Executive’s behalf (whether involving a governmental entity or not); provided that the Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right the Executive may have to receive an award for information provided to any governmental entity.

The Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

d.Cooperation With Investigations and Litigation. The Executive shall, during and after the Executive’s employment with the CNH Industrial Group, cooperate with the Company or at the Company’s direction in any internal or governmental investigation, or any litigation, arbitration or governmental or regulatory proceeding regarding the Company or any of its affiliates as to which the Executive may have relevant knowledge, including making himself reasonably available to consult with and/or be interviewed by the Company’s counsel or counsel to the relevant governmental or regulatory authority, to provide information and documentation in the Executive’s possession and to give testimony. The Company will reimburse the Executive for reasonable and documented out-of- pocket expenses the Executive incurs in extending such cooperation. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his rights in this Section 11 or restrict or limit the Executive from cooperating with any valid governmental or regulatory inquiry or providing truthful information in response to a subpoena, other legal process or valid governmental or regulatory inquiry.

e.Enforcement and Clawback. If (i) at any time the Executive breaches any of the provisions of Section 11 or materially breaches (or revokes or attempts to revoke) the Release, or (ii) within two (2) years after the Termination Date, the Company determines that grounds existed, on or before the Termination Date, including before the Effective Date of this Agreement, for the Company to terminate the Executive’s employment for Cause, then: (1) no further payments or benefits will be due to the Executive under this Agreement; and (2) the Executive will promptly repay to the Company, in a cash lump

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sum, the total amount of any Severance previously received by the Executive under this Agreement (which will, for the avoidance of doubt, be calculated as the gross amount paid by the Company on a pre-tax basis).

The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11.A, B. or C would be inadequate, and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, will be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company will be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 6 of this Agreement upon a determination that the Executive has violated any provision of Section 11.A to D, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Executive had not violated such provision of Section 11.

12.Special Provisions for U.S. Taxpayers

The payments and benefits under this Agreement are intended to be exempt from, or to comply with, Section 409A of the United States Internal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement will be interpreted and administered accordingly. To extent that the Executive would otherwise be entitled to any payment or benefit under this Agreement or any plan or arrangement of the Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid to the Executive during the six (6) months beginning on the Termination Date would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A), the payment or benefit will be paid or provided to the Executive on the earlier of the business day following (i) the six-month anniversary of the Termination Date, (ii) a change in ownership or effective control of the Company (within the meaning of Section 409A) or (iii) the Executive’s death. In addition, any payment or benefit due as a result of the Executive’s termination of employment or that is triggered by the Executive’s Termination Date that represents “deferred compensation” within the meaning of Section 409A will be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h), and any amounts constituting “deferred compensation” will not be subject to any right to set-off or offset. To the extent applicable, each payment made under this Agreement will be deemed to be a separate payment, and amounts payable pursuant to Section 6 will be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6.

13.Withholding Taxes

The Company will withhold from any amounts payable under this Agreement such federal, state, local, foreign or other taxes as the Company determines in its discretion may be required to be withheld pursuant to any applicable Local Law.

14.Miscellaneous

a.No Effect on Other Benefits. Any payment or benefit received by the Executive under this Agreement will not be counted as compensation for purposes of determining benefits under benefit plans, programs, policies and agreements, except to the extent expressly provided therein or in this Agreement.

b.Employment Status. This Agreement does not guarantee the Executive employment with the Company or any affiliate, or service on the SLT, for any specified period and does not limit the right of the Company or any affiliate of the Company to terminate the employment of the Executive or the Executive’s service on the SLT at any

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time for any reason or no reason or to change the status of the Executive’s employment or to change any employment policies, subject to the terms of this Agreement.

c.Section Headings. The section headings contained in this Agreement are included solely for convenience of reference and will not in any way affect the meaning of any provision of this Agreement.

d.Assignment. This Agreement will inure to the benefit of and will be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amount is still payable to the Executive under this Agreement had the Executive continued to live, all such amounts, unless otherwise provided, will be paid in accordance with the terms of this Agreement, or as determined by the Company, to the Executive’s estate. The Executive’s rights under this Agreement will not otherwise be transferable or subject to lien or attachment.

e.Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

f.Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, delivered via facsimile, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

If to the Company:

CNH Industrial America LLC

6900 Veterans Boulevard

Burr Ridge, IL 60527-5640

United States

Attn: Chief Human Resources Officer

If to the Executive: to the address most recently on file in the payroll records of the Company

or such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the mail.

g.Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way, and is intended to be in lieu of any other cash severance benefits provided under any plan of the CNH Industrial Group.

h.Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

i.Choice of Law. The construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the laws of Illinois,

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without giving effect to any choice of law or conflict of law provision or rule that may cause the application of the laws of any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the date first written above.

CNH INDUSTRIAL AMERICA LLC

/s/ Scott Wine

Scott Wine
Chief Executive Officer

Date Signed: March 17, 2021

/s/ Kevin Barr

Kevin Austin Barr

Chief Human Resources Officer

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Definitions Annex

“Cause” means the Executive’s (i) conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (ii) engagement in any conduct which constitutes an employment disqualification under applicable Local Law; (iii) continued material failure to perform his duties after notice from the Company; (iv) material violation of the Company or CNH Industrial N.V.’s codes of conduct or any other CNH Industrial Group policy as in effect from time to time or (v) breach of any of the material terms of this Agreement or any other agreement between the Executive and the Company or any of its affiliates.

“Change of Control” has the meaning provided in the CNH Industrial N.V. Equity Incentive Plan, as may be amended from time to time, or its successor.

“Competitive Business” means, as of any date, including during the Non-Competition Period or Non-Solicitation Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment, construction equipment, commercial vehicles and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co, Navistar International Corp, and PACCAR Inc.); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Stellantis N.V. and Ferrari S.p.A. or any of their partners in a strategic alliance, shall not be deemed a "Competitive Business”.

“Confidential Information” means information about the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other, proprietary and confidential information relating to the business of the Company or any of its affiliates or their customers, that, in any case, is not otherwise available to the public (other than by the breach of any confidentiality obligation).

“Covered Compensation”means the Executive’s annualized base salary rate (including SLT supplemental base payments) in effect as of the Executive’s Termination Date.

“Disability” means the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

“Good Reason” means, after a Change of Control and without the Executive’s consent, (i) a material diminution in the Executive’s annual base salary, (ii) a material diminution in the Executive’s duties and authority as in effect immediately before a Change of Control (it being understood that any change in reporting structure will not be a material diminution in the Executive’s duties and authority) or (iii) any material uncured breach of this Agreement by the Company. Notwithstanding the foregoing, an event will not constitute Good Reason unless (a) the Executive gives a notice of termination within 90 days after the Executive becomes aware that an event constituting Good Reason has occurred describing in reasonable detail the event constituting Good Reason, and (b) the Company is given 30 days after the Company receives notice from the Executive of the

A-1

4841-5318-6273 v.2

event purporting to constitute Good Reason to cure such event. In addition, the Executive’s Termination Date must occur no later than 30 days after the Company’s failure to cure the Good Reason event provided in the notice. For the avoidance of doubt, any modification of the duties and/or authority of the Executive will not constitute Good Reason if the Executive remains a member of and retains duties and authority consistent with membership on the SLT or any successor or similar management council or body of the Company or its successor after a Change of Control.

“Local Laws” means local laws, bylaws, statutes, regulations, codes of practice or applicable guidance issued by a governmental department or regulatory authority applicable to the country of the Executive’s primary work location.

“Non-Competition Period” means the period continuing through the duration of the Executive’s employment with the Company and its affiliates and ending on the second (2nd) anniversary of the Termination Date.

“Non-Solicitation Period” means the period continuing through the duration of the Executive’s employment with the Company and its affiliates and ending on the third (3rd) anniversary of the Termination Date.

A “Qualifying Termination” means a termination by the Company of the Executive’s service as an employee of the Company and all of its affiliates during the Executive’s service on the SLT for any reason other than: (i) the Executive’s death; (ii) the Executive’s Disability; (iii) the Executive’s resignation (other than with Good Reason within 24 months after a Change of Control); or (iv) for Cause.

“Termination Date” means the date upon which the Executive’s employment with the Company and its affiliates ends, for any reason.

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4841-5318-6273 v.2

EX-10.9

Exhibit 10.9

March 22, 2019

Dear Derek,

On behalf of CNH Industrial, it gives me great pleasure in delivering our appreciation to the significant contribution you make to CNH Industrial`s success.

First, I want to recognize that your ever-increasing dedication and effective leadership is fundamental for the company`s achievement. It is really impressive to see how you manage and inspire others.

I also want to highlight the way you handled the recent transitioning of CNH Industrial management. I`m aware that it was a challenge, however, your contributions made a huge impact to the successful transition. I would like to take this opportunity to express my sincere gratitude for your professionalism and dedication, in this regard.

I am truly excited about this next chapter for CNH Industrial. I trust that with a highly motivated and collaborative GEC team and organization, we will position our Company even stronger to seize the constantly changing opportunities in our industries.

With full confidence in your expertise and leadership to strengthen CNH Industrial’s future, I am very pleased to also recognize you with the following compensation actions:

•Your 2018 Performance and Leadership Bonus (PLB)

•Recognition for the extra contributions you made in the interim CEO role in 2018

•New 2019 Compensation Terms to reflect your new role and duties on the GEC team.

Attached you will find a statement for each of the items above. Sincerely,

Hubertus Mühlhäuser Chief Executive Officer

Exhibit 10.9

2018 Performance and Leadership Bonus

I am pleased to inform you that based on CNH Industrial 2018 financial results and on your individual leadership and commitment, a bonus award will be granted in recognition of the contribution that you made to the Company’s accomplishments and success last year.

◦Your bonus based on your EMEA COO role:    £ 431,900 (gross)

The bonus is calculated based on the 2018 target attainment of the EMEA region as well as your PLM of 9 (highest individual performance and leadership factor).

The bonus of £ 431,900 (gross) will be payable in cash in March 2019.

I would like to take this opportunity to express my sincere appreciation for your contribution to the Company`s results in 2018.

I look forward to work with you, and count on your support to achieve CNH Industrial short and long-term goals.

Exhibit 10.9

Recap of 2018 Interim CEO Recognition

The following pay actions represent the interim-CEO related compensation that recognizes the additional duties and contributions made for the Company during 2018.

Element	Provision
Base Salary	•Interim CEO supplement approved by Compensation Committee and paid May-Sept 2018 •Total actual supplement of £104k
Annual Bonus	•Recognize 100% target bonus (in lieu of 75%) •Recognize CEO supplement in calculation from May-Dec, 8 months •Recognize CNH Industrial Performance Factor for full year (versus EMEA) •Recognize PLM of 9 (highest individual performance and leadership factor) •Incremental bonus of £532k versus EMEA COO only bonus
Equity	•Incremental equity awards to recognize the interim CEO period, 5 months ◦115,000 at risk PSUs, cliff vesting Feb. 28, 2020 ◦32,300 time based RSUs, cliff vesting Jun. 30, 2020 •Incremental value at target: £990k

Exhibit 10.9

2019 Compensation Terms Statement

The following outlines the compensation for your new GEC role as President, Agriculture Segment at CNH Industrial reporting directly to the Chief Executive Officer.

Total Direct Compensation (TDC):

Annual Compensation Elements (GBP)	Prior	New	Change %	Description
Base Salary	400,000	470,000	Effective retroactive to Jan. 1, 2019
Target Bonus %	75%	100%	Effective with 2019 performance year plan; Upside opportunity to 2x’s target bonus for company performance
Target Bonus Amount	300,000	470,000
Total Cash at Target	700,000	940,000
Target LTI %	250%	400%	Subject to approval of the 2020–2022 LTI program, tied to new Strategic Business Plan
TDC at Target	1,700,000	2,820,000	65.8%

The terms and conditions of the Incentive Plans described above (including the annual bonus plan and long-term incentive awards) are subject, on an annual basis, to the approval of the Compensation Committee of the Board of Directors of CNH Industrial N.V. in its sole discretion. The Committee and the Board reserve the right to amend, suspend or terminate any or all provisions of Incentive Plans for the future plan years within the sole discretion of the Board or the Committee.

Up-front Restricted Share Unit (RSU) Award:

As an early installment to the expected 2020-2022 LTI program, you will be awarded 64,900 RSUs, which vest on February 1, 2021. Your acceptance to the terms and conditions of the equity award agreement will be made available on your on-line Morgan Stanley StockPlan Connect account.

Severance Provisions:

In the event of an involuntary termination of employment by the Company except for Cause, you will receive 24 months’ base pay, less any other severance related and/or pay in lieu of notice payments. See Section 2 and Section 3 in the Appendix for full terms and conditions of the severance provision.

Tax Reimbursement Provisions:

If company contributions into your retirement programs exceed the Annual Allowance, the company will reimburse you on a net basis for the tax imposed on the excess amount, subject to availing of all company provided tax efficient savings plans (such as ISAs). Related to potential future adverse tax impacts on your retirement benefits due to Lifetime Allowance limits, the Company commits to assessing possible negative tax impacts and reviewing possible solutions, including taking advantage of all available tax efficient savings plans.

Restrictive Covenants:

These new terms and conditions are subject to, and consideration for, the restrictive covenants as set forth in the attached Appendix. By accepting the terms and conditions below, you hereby accept and agree to comply with the restrictive covenants contained therein.

Exhibit 10.9

Executive’s Acceptance:

Your acceptance to these terms and conditions, by means of your signature below, is required to make these actions effective. If there is any conflict between the terms herein and the terms of any other agreement between you and CNH Industrial N.V. or its affliates (“the Company”), the terms of such other agreement shall control.

/s/ Derek Neilson

Derek Neilson, President Agriculture Date Accepted

Exhibit 10.9

Appendix

1.Restrictive Covenants

The executive named in the attached Terms Statement (the “Executive”) hereby agrees to the following restrictions, acknowledges their reasonableness in terms of duration and scope, and recognizes the highly competitive nature of the businesses of CNH Industrial N.V. and its affiliates (the “Company”). The Executive further agrees and acknowledges that the restrictive covenants contained herein are in addition to, and not in lieu of, any covenants or agreement to which the Executive may be subject under any plan of with the Company or any of its affiliates.

a.Non-Solicitation/Non-Competition. During the term of the Executive’s employment with the Company or any of its affiliates, and for a period of two years after the Executive’s date of termination for any reason (the "Non-Solicitation Period"), the Executive will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

During the term of the Executive’s employment with the Company or any of its affiliates, and for a period of two years after the Termination Date (the "Non-Competition Period"), the Executive will not, directly or indirectly anywhere in the world: (i) engage in any Competitive Business (as defined below); (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership interest of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange) or (iv) interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand.

The Executive understands that the provisions of this Section 1.A may limit the Executive’s ability to earn a livelihood in a business similar to the business of the Company but the Executive nevertheless agrees and hereby acknowledges that the business of the Company and its affiliates is a worldwide business and that such provisions: (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company; (ii) contain reasonable limitations as to time and scope of activity to be restrained; (iii) are not harmful to the general public; and (iv) are not unduly burdensome to the Executive. In consideration of the foregoing and in light of the Executive’s education, sophistication, skills and abilities, the Executive agrees that the Executive will not assert that, and it should not be considered that, any provision of Section 1.A otherwise is void, voidable or unenforceable or should be voided or held unenforceable.

It is expressly understood and agreed that, although the Executive and the Company consider the restrictions contained in this Section 1.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section 1.A or elsewhere in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent

Exhibit 10.9

as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained in this Agreement.

b.Nondisparagement. The Executive will not, whether during or after the Executive’s employment with the Company or its affiliates, issue, circulate, publish or utter any false or defamatory statements, remarks or rumors about the Company or its affiliates or any of their officers, directors or managers other than to the extent reasonably necessary in order to (i) perform the Executive’s duties hereunder, (ii) assert in good faith a bona fide claim against the Company or its affiliates arising out of the Executive’s employment with the Company, (iii) respond in a truthful and appropriate manner to any legal process or give truthful and appropriate testimony in a legal or regulatory proceeding, (iv) otherwise comply with the Executive’s obligations under applicable law. The Company agrees and covenants that it shall not, and it shall cause its affiliates and their respective directors, managers and officers not to, directly or indirectly, make any disparaging, defamatory or other negative or false statement regarding the Executive to any third parties.

c.Confidentiality. The Executive will not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any Confidential Information, except (i) while employed, in good faith furtherance of the Executive’s duties and responsibilities to the Company and its affiliates or (ii) as required by a court, governmental agency, administrative body or legislative body (including a committee thereof), in each case with jurisdiction; provided, that in the event that the Executive is ordered by any of the foregoing to disclose any Confidential Information, the Executive will:

(A) promptly notify the Company of such order; (B) at the written request of the Company, diligently contest such order at the sole expense of the Company; and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable law for any information disclosed under such order. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Executive agrees to waive the Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Executive or anyone else on the Executive’s behalf (whether involving a governmental entity or not); provided that the Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right the Executive may have to receive an award for information provided to any governmental entity.

d.Cooperation With Investigations and Litigation. The Executive shall, during and after the Executive’s employment with the Company, cooperate with the Company or at the Company’s direction in any internal or governmental investigation, or any litigation, arbitration or governmental or regulatory proceeding regarding the Company or any of its affiliates as to which the Executive may have relevant knowledge, including making himself reasonably available to consult with and/or be interviewed by the Company’s counsel or counsel to the relevant governmental or regulatory authority, to provide information and documentation in the Executive’s possession and to give testimony. To the extent such cooperation is requested by the Company, the Company will make reasonable efforts to schedule such activities in a manner that reasonably accommodates the Executive’s other obligations. The Executive will not be compensated by the Company for any time spent testifying under oath or preparing for such testimony under oath. The Company will reimburse the Executive for reasonable and documented out-of-pocket expenses the Executive incurs in extending such cooperation. Nothing in this section is intended to, and

Exhibit 10.9

shall not, restrict or limit the Executive from exercising his rights in this Section 1.D or restrict or limit the Executive from cooperating with any valid governmental or regulatory inquiry or providing truthful information in response to a subpoena, other legal process or valid governmental or regulatory inquiry.

e.Enforcement and Clawback. If (i) at any time the Executive materially breaches any of the provisions of this Appendix or (ii) within one (1) year after the Termination Date, the Company reasonably determines that grounds existed, on or before the Termination Date, including before the date of this Terms Statement, for the Company to terminate the Executive’s employment for Cause, then: (a) no severance payments or benefits to which the Executive may be entitled under any arrangement with the Company will be due to the Executive; and (b) the Executive will promptly repay to the Company, in a cash lump sum, the total amount of any such severance previously received by the Executive (which will, for the avoidance of doubt, be calculated as the gross amount paid by the Company on a pre-tax and pre-social security contribution basis).

The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 1.A,B, or C would be inadequate, and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, will be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company will be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 2 of this Appendix upon a determination that the Executive has violated any provision of Section 1.A to D, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Executive had not violated such provision of Section 1. Notwithstanding the above, the Company reserves the right to claim damages from the Executive.

2.Payments on Termination of Employment

a.On any Termination of Employment. On any termination of employment, the Executive will be entitled to receive any (i) earned but unpaid base salary through the Termination Date, (ii) accrued but unused vacation, in accordance with any applicable Company policy which may be in effect from time to time, and (iii) accrued expense reimbursements in accordance with applicable Company policies. Such payments are in addition to any Severance to which the Executive may be entitled.

b.Termination Other than in Connection with a Change of Control. If during the Executive’s service on the GEC, the Executive experiences a Qualifying Termination, other than in connection with a Change of Control under Section 2.C, the Executive will be entitled to receive cash severance equal to two (2) times the Executive’s annual base salary (gross), less any statutory and/or contractual severance payments, garden leave payment and/or pay in lieu of notice payments (the “Severance”), except in the event that the Executive elects the Separation Payment with Early Retirement Pension (the “SWP”) as defined in the December 14, 2006 Enabling Agreement between CNH UK Limited and the Transport and General Workers’ Union (the “TGWU”). Subject in each case to the effectiveness of a Release and the other terms of Section 3, the Severance will be paid in equal installments over twenty-four (24) months through the Company’s regular payroll in the same manner and at the same frequency as the Executive was paid immediately prior to the Termination Date, except that any amount of Severance that

Exhibit 10.9

would have been paid prior to the sixtieth (60th) day following the Termination Date but for the obligation to execute and not revoke the Release, shall, subject to the Executive executing and not revoking the Release and otherwise remaining in compliance with Section 3, be paid in a lump-sum on the sixtieth (60th) day following the Termination Date, and any remaining portion of the Severance will be paid pursuant to the schedule otherwise required by this Section 2.B.

c.Termination in Connection with a Change of Control. Subject to the Executive’s continued GEC service through the date of a Change of Control but without regard to whether such GEC service continues after a Change of Control, if within 24 months following a Change of Control the Executive experiences a Qualifying Termination, the Executive will be entitled, subject to the effectiveness of a Release and the other terms of Section 3 below, to receive the Severance, payable in its entirety in a single lump sum on the 60th day following the Termination Date (or, if the 60th day is not a business day, then the first business day after the 60th day).

3.Conditions to Receipt of Payments on Termination of Employment

The Executive’s entitlement to any Severance after the Termination Date is subject to the Executive’s (i) continued compliance in all material respects with each of the restrictive covenants set forth in Section 1 above, and (ii) execution and non-revocation of a release of claims in a form acceptable to the Company (the “Release”) at least one month after but not later than fifty-five

(55) days after the Termination Date. Failure to comply with the restrictive covenants or execute or adhere to the Release, or any attempt to revoke or purported revocation of the Release, by the Executive will result in forfeiture in full of any Severance to which the Executive would otherwise be entitled. For the avoidance of doubt, the Executive’s right to any Severance will be forfeited to the extent such payment would have otherwise been due but for the Executive’s failure to provide the CNH Industrial Group with a duly executed and effective Release.

Exhibit 10.9

DEFINITIONS

“Cause” means the Executive’s (i) conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (ii) engagement in any conduct which constitutes an employment disqualification under applicable law; (iii) continued material failure to perform his or her duties after notice from the Company; (iv) material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time or (v) breach of any of the material terms of this Agreement or any other agreement between the Executive and the Company.

“Change of Control” has the meaning provided in the CNH Industrial N.V. Equity Incentive Plan, as may be amended from time to time, or its successor.

“Competitive Business” means any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on-highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Deere & Co, Navistar International Corp, and PACCAR Inc.); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Fiat Chrysler Automobiles, N.V. and Ferrari S.p.A. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business”.

“Confidential Information” means information about the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other, proprietary and confidential information relating to the business of the Company or any of its affiliates or their customers, that, in any case, is not otherwise available to the public (other than by the breach of any confidentiality).

“Good Reason” means, after a Change of Control and without the Executive’s written consent, (i) a material diminution in the Executive’s annual base salary or (ii) a material diminution in the Executive’s duties, responsibilities, and authority by the Company. Notwithstanding the foregoing, an event will not constitute Good Reason unless

(a) the Executive gives a notice of termination within 90 days after the Executive becomes aware that an event constituting Good Reason has occurred describing in reasonable detail the event constituting Good Reason, and (b) the Company is given 30 days after the Company receives notice from the Executive of the event purporting to constitute Good Reason to cure such event. In addition, the Executive’s Termination Date must occur no later than 30 days after the Company’s failure to cure the Good Reason event provided in the notice. For the avoidance of doubt, any modification of the duties, responsibilities, and/or authority of the Executive will not constitute Good Reason if the Executive remains a member of and retains duties, responsibilities, and authority consistent with membership

Exhibit 10.9

on the GEC or any successor or similar management council or body of the Company or its successor after a Change of Control.

“Qualifying Termination” means a termination by the Company of the Executive’s service as an employee of the Company and all of its affiliates during the Executive’s service on the GEC for any reason other than: (i) the Executive’s death; (ii) the Executive’s Disability; (iii) the Executive’s resignation or retirement (other than with Good Reason within 24 months after a Change of Control); or (iv) for Cause.

EX-10.10

Exhibit 10.10

CNH INDUSTRIAL AMERICA LLC

SENIOR LEADERSHIP TEAM EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 10, 2020 and is intended to be effective as of January 4, 2021 (the “Effective Date”), by and between CNH Industrial America LLC. (the “Company”) and Scott W. Wine (the “Executive”). Capitalized terms not otherwise defined herein have the meanings provided in the attached Definitions Annex.

In consideration of the mutual covenants in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.Purpose and Term

This Agreement is intended to provide payments and benefits to the Executive as a member of the Senior Leadership Team (the “SLT”) of the Company and its affiliates (collectively, the “CNH Industrial Group”), under the terms set forth herein. This Agreement will become effective as of the Effective Date and will remain in effect until the termination of the Executive’s employment; provided that Sections 3(d)(ix)6, 7, 8, 10, 11, 12, 13 and 14 will survive the termination of this Agreement and the Executive’s employment hereunder. The compensation terms set forth herein (including without limitation base salary, annual bonus opportunity and long-term incentive opportunities) are not expected to be subject to change for the period from 2021 through 2025. The parties understand and agree that this Agreement does not alter the at-will status of the Executive’s employment and that either party will have the right to terminate the Executive’s employment at any time subject to the terms of this Agreement.

2.Position; Location

The Company agrees to employ the Executive, and the Executive agrees to serve, as the Chief Executive Officer of the Company and the other CNH Industrial Group entities, as well as a member of the Board of Directors of CNH Industrial N.V. (the “Board”), with such duties, responsibilities and authority, as customary for such positions and as may be determined from time to time by the Board, who may change, expand or limit such duties, responsibilities and authority in accordance with the terms and conditions of this Agreement. These duties, responsibilities and authority may extend to services with other members of the CNH Industrial Group. The Executive, who will be based in Burr Ridge, Illinois, will devote best efforts and full business time and attention to the business and affairs of the Company and the CNH Industrial Group; provided that (a) the Executive shall be permitted to continue his service on the boards upon which he serves as of the date hereof (as previously disclosed to the Company by the Executive), (b) the Executive shall be permitted to provide service on the board of directors of one additional publicly traded entity in addition to the Board (such role and publicly traded entity to be reasonably acceptable to the Board), and (c) the Executive may, subject to the prior approval of the chairperson of the Board (which approval shall not be unreasonably withheld or delayed), serve on corporate, civic or charitable boards or committees, so long as such activities do not interfere in any material respect with the performance of the Executive’s responsibilities to the Company.

3.Compensation; Benefits; Certain Working Conditions

a.Base Salary and Bonus. The Company will pay the Executive a base salary as determined by the Company from time to time. The initial base salary shall be equal to $1,700,000. Effective with the 2021 performance year plan, the Executive will also be eligible

Exhibit 10.10

for an annual cash bonus in accordance with the plans and arrangements that may be in effect from time to time. The Executive’s eligibility and any related bonus target (the “Annual Bonus Target”), which will equal no less than two hundred percent (200%) of the base salary in effect for the applicable year, and any conditions for eligibility and award of an annual bonus will be determined for each year by the Company and/or the Board in its discretion. To the extent that the CNH Industrial Group establishes an Annual Bonus Target that is conditioned upon the CNH Industrial Group achieving specified financial and other applicable performance targets for any period, the CNH Industrial Group may, in its discretion, include a provision requiring that any such bonus actually paid to the Executive (or any part thereof) be subject to any CNH Industrial Group clawback or recoupment policy that may be in effect from time to time.

b.Benefits.

(i)During the period of employment and while the Executive serves on the SLT, except as otherwise expressly provided, the Executive will be entitled to participate in employee benefit and other plans, policies and programs and benefits on a basis consistent with those provided generally to other members of the SLT in the same country of employment. Eligibility for the Company match under the Company’s 401(k) plan and deferred compensation plan is subject to one year of service with the Company. During your first year of service with the Company, the Company will contribute to your account under the Company’s deferred compensation plan an amount equal to the Company match that would have been made under the Company’s 401(k) plan and deferred compensation plan but for the one-year service requirement.

(ii)The Executive shall also be eligible to participate in the CNH Industrial Supplemental Retiree Medical Plan (the “Retiree Medical Plan”) in accordance with the Retiree Medical Plan’s terms and conditions and underlying plan documents. In the event of the Executive’s termination of employment with the Company for any reason other than a termination by the Company for Cause, the Executive shall continue to be eligible for participation in the Retiree Medical Plan, in accordance with its terms and conditions and underlying plan documents (including minimum age of 55 years and not less than 5 years-service as Chief Executive Officer); provided, however, that the Executive shall lose eligibility for the Retiree Medical Plan if the Executive materially breaches any provisions of this Agreement including the restrictive covenants set forth in Section 11, or revokes or attempts to revoke the Release referenced in Section 7.

(iii)During the period of employment, the Company will also reimburse the Executive for all ordinary, reasonable and necessary business expenses incurred in connection with the business, in accordance with the Company’s policies as may be in effect from time to time.

c.Sign-On Incentives

(i)Sign-On Cash Bonus Award. Executive shall be paid a cash bonus by April 30, 2021 subject to the Executive’s continued employment through the date of payment, in an amount determined by the Company upon confirmation of the level at which the Executive’s prior employer pays 2020 bonuses, but no less than $1,300,000 and no greater than $3,400,000, less applicable taxes, which is intended to partially offset incentive opportunities that the Executive will forfeit from his prior employer.

(ii)Sign-On Cash Long-Term Award. Executive will be eligible to earn a cash award (the “Sign-On Long-Term Award”) in an aggregate amount equal to $7,578,000, less applicable taxes, in partial consideration of the Executive’s forfeiture of his prior employer’s incentive awards due to ending his employment with his prior employer. The

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Exhibit 10.10

Sign-On Long-Term Award will be payable in three installments as follows: $4,248,000 on the first anniversary of the Effective Date; $2,355,000 on the second anniversary of the Effective Date; and $975,000 on the third anniversary of the Effective Date, in each case subject to the Executive’s continued employment through the date of payment; provided that any unpaid portion of the Sign-On Long-Term Award will be payable, subject to Section 7, on the 60th day following the termination of the Executive’s employment with the Company in the event such termination is a Qualifying Termination.

d.Other Items. In addition to the base salary, bonus, sign-on incentives and benefits described above, the Executive shall receive or be provided the following in connection with his employment with the Company.

(i)Initial Equity Grants. Subject to the terms of the CNH Industrial N.V. Equity Incentive Plan (the “Equity Plan”), and in accordance with the terms of separate award agreements to be provided by the CNH Industrial Group (which agreements shall be substantially in the form provided to Executive prior to the date hereof), the Executive will receive in 2021 (a) a grant of restricted share units with an initial grant date value of $9,000,000, vesting in three equal installments in each of 2022, 2023 and 2024 on such dates in such years as set forth in the Company’s 2021-2023 program, in each case, subject to the Executive’s satisfactory performance and continued employment with the Company as of each such date (the “Initial RSU Award”), and (b) a grant of performance share units with an initial grant date value of $27,000,000, which shall vest, subject to achievement of the applicable performance criteria as set forth in the award agreement evidencing such grant, on February 28, 2024 and satisfactory performance and continued employment with the Company.

(ii)Annual LTI Awards. Beginning in 2022, the Executive will be eligible to be granted annual long-term incentive awards with a targeted annual value of $12,000,000, which awards shall be determined by the Compensation Committee of the Board on the same basis, and have the terms and conditions no less favorable to the Executive than the terms applicable to such annual awards made to the members of the SLT except for share ownership guidelines and equity award holding requirements as provided in this Agreement.

(iii)Treatment of Equity Awards on Termination. In the event Executive experiences a Qualifying Termination prior to the settlement of the equity grants and long-term incentive awards, a portion of the grants and awards will be eligible to vest (“Post-Termination Vesting”), based on the time employed during the vesting period and subject to the performance terms and conditions, if any, specified in the award agreements; provided, however, that with respect to the Initial RSU Award, such Post-Termination Vesting shall result in cumulative vesting of not less than two-thirds of the Initial RSU Award (taking into account any portion of such award settled prior to the date of the Qualifying Termination). In the event Executive experiences a Qualifying Termination on or within 24 months following a Change of Control, the grants and awards shall vest in full in accordance with the provisions of the Equity Plan applicable to a Termination Event (as defined in the Equity Plan). In the event of a termination of employment for any other reason, all unvested awards will be forfeited.

(iv)Equity Award Policies. All shares of CNH Industrial N.V. delivered to the Executive (after applicable tax withholdings) under equity awards that are earned will be subject to a five (5) year holding period from date of grant. The Executive acknowledges that he is subject to CNH Industrial Group’s share ownership guidelines, which require that he own shares of CNH Industrial N.V. (including, to the extent permitted under the

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Exhibit 10.10

share ownership guidelines or other Company plans or policies, shares that are deemed owned by him) with an aggregate value of (A) not less than 2.5 times base salary by December 31, 2022 and (B) not less than five (5) times base salary within five (5) years following the Effective Date.

(v)Tax Preparation Assistance; Financial, Tax, Estate Planning. During the period in which the Executive serves on the SLT, the Company will provide the Executive with annual tax preparation assistance services with respect to any income paid or provided to the Executive by the Company, or other tax reporting obligations, arising out of the Executive’s service on the SLT (but not with respect to income or other tax reporting obligations resulting from activities unrelated to the Executive’s services on the SLT) by the Company’s or the CNH Industrial Group’s tax accounting firm, or will reimburse him for the cost, agreed in advance with the Company, of obtaining such services from a reputable tax accounting firm of the Executive’s choosing. In addition, the Company will reimburse you for the cost, not to exceed $15,000 in the aggregate per calendar year, of financial planning, tax and estate planning services.

(vi)Car Benefit. The Company will provide the Executive with one leased Fiat Chrysler Automobile vehicle, with annual renewal and associated fuel, maintenance and insurance costs, pursuant to the applicable policy of the Company. Any taxes associated with the company car benefit will be the sole responsibility of the Executive.

(vii)Use of Aircraft. For business related travel, the Executive will fly via commercial aircraft in business class for all international trips and may use a private aviation, such as leased jet service (NetJets or comparable service) for domestic trips. The Executive’s personal use of private aviation for commuting from his residence to Chicago is limited to 100 flight hours per year and additionally for a maximum of 75 hours per year of other personal travel. Any taxes associated with use of aircraft will be the sole responsibility of the Executive.

(viii)Annual Physical Exam. Executive agrees to an annual, comprehensive physical exam, the results of which will be reviewed by the Board, waiving any medical privacy rights. During the period in which the Executive serves on the SLT, the Company will reimburse the Executive for the cost of an annual physical for the Executive and the Executive’s spouse at the Mayo Clinic. The Company encourages the Executive to be open with the Board about health problems and whether they may affect the Executive’s ability to fulfill his duties. Such transparency will assist the Board in meeting its obligations to share material information that might affect investors’ decisions to buy or sell Company stock. Prior to making any public disclosure with respect to Executive’s medical condition, the Company will provide the Executive with an opportunity to review such disclosure and will in good faith consider any modifications thereto which Executive may request.

(ix)Indemnification and Insurance. Executive shall be entitled to indemnification (including advancement of expenses, if applicable) to the maximum extent permitted by law with respect to any claims or causes of action arising from Executive’s performance of duties for, or because he is or was an officer, director, employee or agent of the Company or any other CNH Industrial Group entity, including service with respect to any employee benefit plan thereof, whether or not the claim or cause of action is asserted during the term of Executive’s employment hereunder or thereafter. This indemnity shall be in addition to any indemnity provided in the governing documents of the Company or any other CNH Industrial Group entity. The Executive shall be covered under directors’ and officers’ insurance that the Company and any other CNH Industrial Group entity (as applicable) maintains for its directors and other officers in the same manner and on the

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Exhibit 10.10

same basis as the Company’s or such CNH Industrial Group entity’s other directors and other officers.

4.Termination

The Executive’s employment with the Company may be terminated by the Executive or by the Company at any time, subject to any notice period required by applicable Local Law.

5.Additional Terms

The Executive agrees and acknowledges that, as an employee of the Company, the Executive will be subject to the CNH Industrial Group policies applicable to similarly-situated employees of the CNH Industrial Group as in effect from time to time (including but not limited to policies related to business ethics and conflicts of interest, human resources, trading in securities of the CNH Industrial Group, data protection, confidentiality and proprietary information).

6.Payments on Termination of Employment

a.On any Termination of Employment. On any termination of employment, the Executive will be entitled to receive any (i) earned but unpaid base salary through the Termination Date, (ii) to the extent it is earned but unpaid as of the Termination Date, the Executive’s annual bonus for the year prior to the year in which the Termination Date occurs, (iii) accrued but unused vacation, in accordance with any applicable Company policy which may be in effect from time to time, (iv) accrued expense reimbursements in accordance with applicable Company policies and (v) amounts payable under any plans, grants or awards described in Section 3.B,Section 3.C or Section 3(D)(i) and (ii), in each case to the extent provided under the applicable plan, award agreement or this Agreement. Such payments are in addition to any Severance to which the Executive may be entitled.

b.Termination Other than in Connection with a Change of Control. If during the Executive’s service on the SLT, the Executive experiences a Qualifying Termination (other than due to death or Disability), other than in connection with a Change of Control under Section 6.C, the Executive will be entitled to receive cash severance equal to one (1) times the Executive’s base salary (the “Severance”). Subject in each case to the effectiveness of a Release and the other terms of Section 7, the Severance will be paid in equal installments over twelve (12) months through the Company’s regular payroll in the same manner and at the same frequency as the Executive was paid immediately prior to the Termination Date, except that any amount of Severance that would have been paid prior to the sixtieth (60th) day following the Termination Date but for the obligation to execute and not revoke the Release, shall, subject to the Executive executing and not revoking the Release and otherwise remaining in compliance with Section 7, be paid in a lump-sum on the sixtieth (60th) day following the Termination Date, and any remaining portion of the Severance will be paid pursuant to the schedule otherwise required by this Section 6.B.

c.Termination in Connection with a Change of Control. Subject to the Executive’s continued SLT service through the date of a Change of Control but without regard to whether such SLT service continues after a Change of Control, if on or within 24 months following a Change of Control the Executive experiences a Qualifying Termination (other than due to death or Disability), the Executive will be entitled, subject to the effectiveness of a Release and the other terms of Section 7 below, to receive the Severance, payable in its entirety in a single lump sum on the 60th day following the Termination Date (or, if the 60th day is not a business day, then the first business day after the 60th day). Notwithstanding the foregoing, if the Change of Control does not qualify as a “change in control event” within the meaning of

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Exhibit 10.10

Section 409A (as defined below), then the Severance under this Section 6.C will not be paid in a lump sum but will instead be paid pursuant to the timing set forth in Section 6.B.

7.Conditions to Receipt of Payments on Termination of Employment

The Executive’s entitlement to any Severance, Sign-On Long-Term Award, Retiree Medical Plan benefits or equity vesting (whether under this Agreement or otherwise), if any, after the Termination Date is subject to the Executive’s (i) continued compliance in all material respects with each of the restrictive covenants set forth in Section 11 below, and (ii) execution and non-revocation of a release of claims in a form acceptable to the Company, but in any event substantially consistent with the form attached hereto as Exhibit A (the “Release”) within fifty-five (55) days after the Termination Date. Failure to comply with the restrictive covenants or execute or adhere to the Release, or any attempt to revoke or purported revocation of the Release, by the Executive will result in forfeiture in full of any Severance, Sign-On Long-Term Award, Retiree Medical Plan benefits or participation or equity vesting to which the Executive would otherwise be entitled. For the avoidance of doubt, the Executive’s right to any Severance, Sign-On Long-Term Award, Retiree Medical Plan benefits or equity vesting, if any, will be forfeited to the extent such payment would have otherwise been due but for the Executive’s failure to provide the CNH Industrial Group with a duly executed and effective Release.

8.Clawback

The incentive compensation described in Section 3 and the payments and benefits described in Section 6 above (and any other supplemental or incentive compensation the Executive may become entitled to under any other CNH Industrial Group plan or arrangement) is subject to any clawback or recoupment provision to the extent provided by any plan in which the Executive participates or as required by applicable law, and may be subject, in the discretion of the Company, to any CNH Industrial Group clawback or recoupment policy applicable to its senior executives that may be in effect from time to time prior to the Executive’s termination of employment.

9.No Other Rights

Other than as provided in Sections 3 and 6, the Executive will have no rights to any compensation or any other benefits hereunder. All other benefits, if any, due to the Executive following the Termination Date will be determined in accordance with the plans, policies and practices of the Company or any affiliate of the Company in effect on the Termination Date. Whether the Executive’s employment has terminated for purposes of any CNH Industrial Group plan or arrangement will be determined solely on the basis of the applicable terms of the plan or arrangement.

10.No Duplication; No Mitigation

This Agreement is not intended to and will not result in any duplication of payments or benefits to the Executive. Accordingly, if the Executive becomes entitled to statutorily-required severance payments, the Executive will receive the greater of such statutorily-required severance and the Severance or will have the amount of the Severance reduced by the statutorily-required severance paid to the Executive, as required by applicable Local Law and subject to compliance with Section 409A, as defined below.

The Executive will be under no obligation to seek other employment or otherwise mitigate the obligations of the Company under this Agreement in order for the Executive to receive the Severance, and the amounts due under this Agreement will not be subject to any

6

Exhibit 10.10

offset on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

11.Restrictive Covenants

The Executive hereby agrees to the following restrictions, acknowledges their reasonableness in terms of duration and scope, and recognizes the highly competitive nature of the businesses of the CNH Industrial Group:

a.Non-Solicitation/Non-Competition. During the Non-Solicitation Period, the Executive will not, directly or indirectly, hire, solicit or encourage or induce or attempt to induce to cease to work with the Company or any of its affiliates, any officer, employee, consultant or agent of the Company or any of its affiliates or otherwise interfere with the relationship between the Company or any of its affiliates on one hand and any officer, employee, consultant or agent thereof on the other hand.

During the Non-Competition Period, the Executive will not, directly or indirectly anywhere in the world: (i) engage in any Competitive Business; (ii) enter the employ of, or render any services in any capacity to, any person engaged in any Competitive Business; or (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any Competitive Business, directly or indirectly, as an individual, partner, shareholder, investor, officer, director, principal, agent, trustee or consultant (other than a passive ownership interest of less than two percent (2%) in any person that is an entity the shares in which are publicly traded on an internationally recognized securities exchange). During the period continuing through the duration of the Executive’s employment with the Company and its affiliates and ending on the second anniversary of the Termination Date, the Executive will not, directly or indirectly anywhere in the world interfere with any business relationship between the Company and any of its affiliates, on the one hand, and any customers, suppliers, licensees or other business relations of, or any consultants to, the Company or any of its affiliates, on the other hand.

The Executive understands that the provisions of this Section 11.A may limit the Executive’s ability to earn a livelihood in a business similar to the business of the CNH Industrial Group but the Executive nevertheless agrees and hereby acknowledges that the business of the Company and its affiliates is a worldwide business and that such provisions: (i) do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the CNH Industrial Group; (ii) contain reasonable limitations as to time and scope of activity to be restrained; (iii) are not harmful to the general public; and (iv) are not unduly burdensome to the Executive. In consideration of the foregoing and in light of the Executive’s education, sophistication, skills and abilities, the Executive agrees that the Executive will not assert that, and it should not be considered that, any provision of Section 11.A otherwise is void, voidable or unenforceable or should be voided or held unenforceable.

It is expressly understood and agreed that, although the Executive and the CNH Industrial Group consider the restrictions contained in this Section 11.A to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Section 11.A or elsewhere in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained in this Agreement. It is further understood and agreed that the covenants in this Section 11 are in addition to, and not in

7

Exhibit 10.10

lieu of, any similar covenants or agreements to which the Executive may be subject under any plan of or agreement with the Company or any of its affiliates.

b.Nondisparagement. The Executive will not, whether during or after the Executive’s employment with the Company or its affiliates, issue, circulate, publish or utter any false or defamatory statements, remarks or rumors about the Company or its affiliates or any of their officers, directors or managers other than to the extent reasonably necessary in order to (i) perform the Executive’s duties hereunder, (ii) assert in good faith a bona fide claim against the Company or its affiliates arising out of the Executive’s employment with the Company, (iii) respond in a truthful and appropriate manner to any legal process or give truthful and appropriate testimony in a legal or regulatory proceeding, (iv) otherwise comply with the Executive’s obligations under applicable law. The Company agrees and covenants that it shall not, and it shall instruct its affiliates and their respective directors, managers and officers not to, directly or indirectly, make any disparaging, defamatory or other negative or false statement regarding the Executive to any third parties.

c.Confidentiality. The Executive will not, without the prior written consent of the CNH Industrial Group, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any Confidential Information, except (i) while employed, in good faith furtherance of the Executive’s duties and responsibilities to the Company and its affiliates or (ii) as required by a court, governmental agency, administrative body or legislative body (including a committee thereof), in each case with jurisdiction; provided, that in the event that the Executive is ordered by any of the foregoing to disclose any Confidential Information, the Executive will: (A) promptly notify the CNH Industrial Group of such order; (B) at the written request of the CNH Industrial Group, diligently contest such order at the sole expense of the CNH Industrial Group; and (iii) at the written request of the CNH Industrial Group, seek to obtain, at the sole expense of the CNH Industrial Group, such confidential treatment as may be available under Local Laws for any information disclosed under such order. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Executive agrees to waive the Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Executive or anyone else on the Executive’s behalf (whether involving a governmental entity or not); provided that the Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right the Executive may have to receive an award for information provided to any governmental entity.

The Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

d.Cooperation With Investigations and Litigation. The Executive shall, during and after the Executive’s employment with the CNH Industrial Group, cooperate with the Company or at the Company’s direction in any internal or governmental investigation, or any litigation, arbitration or governmental or regulatory proceeding regarding the Company or any of its affiliates as to which the Executive may have relevant knowledge, including making himself

8

Exhibit 10.10

reasonably available to consult with and/or be interviewed by the Company’s counsel or counsel to the relevant governmental or regulatory authority, to provide information and documentation in the Executive’s possession and to give testimony. To the extent such cooperation is requested by the Company or CNH Industrial Group, the Company or CNH Industrial Group will make reasonable efforts to schedule such activities in a manner that reasonably accommodates the Executive’s other obligations. Nothing in this section is intended to, and shall not, restrict or limit the Executive from exercising his rights in this Section 11 or restrict or limit the Executive from cooperating with any valid governmental or regulatory inquiry or providing truthful information in response to a subpoena, other legal process or valid governmental or regulatory inquiry.

e.Enforcement and Clawback. If (i) at any time the Executive materially breaches any of the provisions of Section 11, or materially breaches (or revokes or attempts to revoke) the Release, or (ii) within one (1) year after the Termination Date, the Company reasonably determines that grounds existed, on or before the Termination Date, including before the Effective Date of this Agreement, for the Company to terminate the Executive’s employment for Cause, then: (a) no further payments or benefits will be due to the Executive under this Agreement; and (b) the Executive will promptly repay to the Company, in a cash lump sum, the total amount of any Severance previously received by the Executive under this Agreement (which will, for the avoidance of doubt, be calculated as the gross amount paid by the Company on a pre-tax basis) and any equity awards delivered as a result of Post Termination Vesting of such awards, if any (which will, for the avoidance of doubt, be calculated as the gross taxable amount at the date the shares were delivered).

The Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 11.A, B, or C would be inadequate, and, in recognition of this fact, the Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, will be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition, the Company will be entitled to immediately cease paying any amounts remaining due or providing any benefits to the Executive pursuant to Section 6 of this Agreement upon a determination that the Executive has violated any provision of Section 11, subject to payment of all such amounts upon a final determination, by a court of competent jurisdiction, that the Executive had not violated such provision of Section 11.

12.Special Provisions for U.S. Taxpayers

The payments and benefits under this Agreement are intended to be exempt from, or to comply with, Section 409A of the United States Internal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement will be interpreted and administered accordingly. To extent that the Executive would otherwise be entitled to any payment or benefit under this Agreement or any plan or arrangement of the Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid to the Executive during the six (6) months beginning on the Termination Date would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A), the payment or benefit will be paid or provided to the Executive on the earlier of the business day following (i) the first day of the seventh month following the Termination Date, (ii) a change in ownership or effective control of the Company (within the meaning of Section 409A) or (iii) the Executive’s death. In addition, any payment or benefit due as a result of the Executive’s termination of employment or that is triggered by the Executive’s Termination Date that represents “deferred compensation” within the meaning of Section 409A will be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h), and any amounts constituting “deferred compensation” will not be subject to any right to set-off

9

Exhibit 10.10

or offset. To the extent applicable, each payment made under this Agreement will be deemed to be a separate payment, and amounts payable pursuant to Section 6 will be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement or otherwise, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code, if any; (b) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

13.Withholding Taxes; Tax Equalization

The Company will withhold from any amounts payable under this Agreement such federal, state, local, foreign or other taxes as the Company determines in its discretion may be required to be withheld pursuant to any applicable Local Law. To the extent the Executive is subject to taxation outside of the United States, the Company will provide the Executive with tax equalization payments to put him in the net, after-tax position that he would have been in had he only been subject to taxation within the United States.

14.Miscellaneous

a.No Effect on Other Benefits

Any payment or benefit received by the Executive under this Agreement will not be counted as compensation for purposes of determining benefits under benefit plans, programs, policies and agreements, except to the extent expressly provided therein or in this Agreement.

b.Employment Status

This Agreement does not guarantee the Executive employment with the Company or any affiliate, or service on the SLT, for any specified period and does not limit the right of the Company or any affiliate of the Company to terminate the employment of the Executive or the Executive’s service on the SLT at any time for any reason or no reason or to change the status of the Executive’s employment or to change any employment policies, subject to the terms of this Agreement.

c.Section Headings

The section headings contained in this Agreement are included solely for convenience of reference and will not in any way affect the meaning of any provision of this Agreement.

d.Assignment

This Agreement will inure to the benefit of and will be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive dies while any amount is still payable to the Executive under this Agreement had the Executive continued to live, all such amounts, unless otherwise provided, will be paid in accordance with the terms of this Agreement, or as determined by the

10

Exhibit 10.10

Company, to the Executive’s estate. The Executive’s rights under this Agreement will not otherwise be transferable or subject to lien or attachment.

e.Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

f.Notices

Any notice provided for in this Agreement must be in writing and must be either personally delivered, delivered via facsimile, e-mail, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

If to the Company:

CNH Industrial America LLC
6900 Veterans Boulevard
Burr Ridge, IL 60527-5640
United States
Attn: Head of North America Human Resources

If to the Executive:    
to the address most recently on file in the payroll records of the Company

or such other address or to the attention of such other person as the recipient party will have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the mail.

g.Complete Agreement

This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way and is intended to be in lieu of any other cash severance benefits provided under any plan of the CNH Industrial Group. The parties agree that this Agreement will also supersede the remaining employment term of the Executive under any other employment agreement, and that the Executive will not be entitled to any further compensation benefits under any such other employment agreement.

h.Counterparts

This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

11

Exhibit 10.10

i.Choice of Law; Arbitration

The construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the laws of Illinois, without giving effect to any choice of law or conflict of law provision or rule that may cause the application of the laws of any other jurisdiction. The parties agree that arbitration is more expeditious than litigation. Accordingly, any disputes arising under this Agreement shall be resolved pursuant to CNH Industrial’s Employment Disputes Mediation & Arbitration Policy, which may be amended from time to time.

[signature page follows]

12

Exhibit 10.10

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the date first written above.

CNH INDUSTRIAL AMERICA LLC

By:    /s/ Suzanne Heywood

CNH Industrial N.V. Chairperson
    

Date Signed: November 12, 2020

/s/ Scott W. Wine    

13

Exhibit 10.10

Definitions Annex

“Cause” means the Executive’s (i) conviction, whether following trial or by plea of guilty or nolocontendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (ii) engagement in any conduct which constitutes an employment disqualification under applicable Local Law; (iii) continued willful material failure to perform his duties after written notice from the Company and a failure to cure such failure within thirty (30) days after receipt of such notice; (iv) material violation of the Company or CNH Industrial N.V.’s code of conduct or any other CNH Industrial Group policy as in effect from time to time after written notice from the Company and a failure to cure such failure within ten (10) days after receipt of such notice; or (v) breach of any of the material terms of this Agreement or any other agreement between the Executive and the Company or any of its affiliates, but only to the extent such breach is materially detrimental to the Company.

“Change of Control” has the meaning provided in the CNH Industrial N.V. Equity Incentive Plan, as may be amended from time to time, or its successor.

“Competitive Business” means, as of any date, including during the Non-Competition Period or Non-Solicitation Period, any person or entity (including any joint venture, partnership, firm, corporation or limited liability company) that is or proposes to be an original equipment manufacturer of agricultural equipment or construction equipment or commercial vehicles (including, but not limited to, light commercial vehicles and medium and heavy duty on-highway trucks, buses, firefighting equipment, and defense vehicles) and/or powertrain technologies, or any affiliate thereof in any geographical area in which the Company or any of its affiliates conducts such business (including but not limited to AB Volvo, AGCO Corp., Caterpillar Inc., Cummins Inc., Daimler AG, Deere & Co, Navistar International Corp, and PACCAR Inc.); provided, that, any affiliates of CNH Industrial Group as of the date of this Agreement, including, for the avoidance of doubt, Fiat Chrysler Automobiles, N.V. and Ferrari S.p.A. or any of their partners in a strategic alliance, shall not be deemed a “Competitive Business” to the extent that they remain affiliates of CNH Industrial Group.

“Confidential Information” means information about the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other, proprietary and confidential information relating to the business of the Company or any of its affiliates or their customers, that, in any case, is not otherwise available to the public (other than by the breach of any confidentiality obligation).

“Disability” means the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

“Good Reason” means, without the Executive’s written consent, (i) a material diminution in the Executive’s annual base salary or Annual Bonus Target, (ii) a material diminution in the Executive’s duties, responsibilities, and authority (including, without limitation, a removal from any of the positions described in Section 2 for any reason other than Cause), or (iii) any material breach of this Agreement by the Company. Notwithstanding the

Definitions Annex – Page 1

Exhibit 10.10

foregoing, an event will not constitute Good Reason unless (a) the Executive gives a notice of termination within 90 days after the Executive becomes aware that an event constituting Good Reason has occurred describing in reasonable detail the event constituting Good Reason, and (b) the Company is given 30 days after the Company receives notice from the Executive of the event purporting to constitute Good Reason to cure such event. In addition, the Executive’s Termination Date must occur no later than 30 days after the Company’s failure to cure the Good Reason event provided in the notice.

“Local Laws” means local laws, bylaws, statutes, regulations, codes of practice or applicable guidance issued by a governmental department or regulatory authority applicable to the country of the Executive’s primary work location.

“Non-Competition Period” means the period continuing through the duration of the Executive’s employment with the Company and its affiliates and ending on the first (1st) anniversary of the Termination Date.

“Non-Solicitation Period” means the period continuing through the duration of the Executive’s employment with the Company and its affiliates and ending on the first (1st) anniversary of the Termination Date.

A “Qualifying Termination” means termination of Executive’s service as an employee of the Company and all CNH Industrial Group entities due to (A) a termination by the Company other than Cause, (B) the Executive’s resignation with Good Reason, (C) the Executive’s death, or (D) the Executive’s Disability.

“Termination Date” means the date upon which the Executive’s employment with the Company and its affiliates ends, for any reason.

Definitions Annex – Page 2

Exhibit 10.10

EXHIBIT A

FORM OF RELEASE

GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the “Agreement”) by and between CNH Industrial America LLC (referred to as the "Company") and [name] (“Employee”). This Agreement is the Release referred to in Section 7 of the Senior Leadership Team Employment Agreement, dated as of November __, 2020, between the Company and Employee (the “Employment Agreement”). Employee and the Company agree as follows:

1.Separation Date - Employee is being terminated effective _____________, 20__ (the "Termination Date").

2.Consideration and Benefits - In consideration of the terms and conditions set out in the paragraphs that follow, the Company will pay the following consideration and provide benefits as follows:

(a)    Consideration – Commencing _____________, 20__ and extending through _____________, 20__ Employee will receive periodic payments of separation allowance pay (“Payment”) equal to his/her present pay period (“Pay Period”) payments, less legally required deductions, commencing _____20__ and extending through _____20. A copy of the pay benefit schedule including an estimated benefit calculation is set forth in the Payment Information form.

(b)    CNH Retirement Savings Plan - Payments under this paragraph 2 shall not be included as compensation for purposes of the CNH U.S. Retirement Savings Plan or any other benefit plans. Participation in the Plan ceases as of the Separation Date.

(3)Unused Accrued Vacation - Employee will be paid any unused vacation accrued through the Termination Date on _____________, 20__. Employee will not continue to accrue vacation benefits during the Pay Period.

The Payment is in full consideration for Employee’s execution of this Agreement and exceeds any pay and benefits the Company might otherwise owe Employee. Except as may be provided in the Employment Agreement and any equity-related agreements between the Company (or an affiliate thereof) and Employee (each an “Equity Agreement”), Employee is entitled to no other payments or benefits from the Company or its affiliates. Employee acknowledges and agrees that except for payments due under this Agreement and any Equity Agreement, Employee has been paid all wages and monies owed to him/her.

3.Release

(1)Employee releases and discharges the Released Parties, from claims of any sort, known or unknown, which Employee now has or has ever had that relate to Employee’s employment or the termination of employment with the Company or any other matter (the "Release"). This Release specifically includes, but is not limited to, any claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §  1981, the Employment Retirement Income Security Act, the Americans With Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, each as amended, or under any other federal, state or local statute, law, regulation, or ordinance banning discrimination or pertaining to or regulating employment relationships, as well as any claim of unlawful retaliation, wrongful discharge, constructive discharge, breach of contract (express or implied), breach of good faith and fair dealing, emotional distress, claims of personal injury, injury to personal reputation, and any equitable or any other type of claim whatsoever related to Employee’s employment or the termination of Employee’s employment or any other matter.

This release excludes claims (i) which cannot be waived by law, such as Employee’s right to challenge the knowing and voluntary nature of this Agreement, (ii) relating to his ownership of equity of the Company, (iii) for indemnification or coverage under directors and officers liability insurance policies maintained by the Company (or an affiliate), (iv) for vested benefits under any employee benefit plan of the Company or an affiliate thereof, and (v) arising after you sign this Agreement, such as for breach of this Agreement or any other agreement between Employee and the Company (or an affiliate). Employee waives the right to recover directly from the Employer any damages or other relief from any charges or complaints with a governmental agency, an arbitration proceeding, or lawsuit against the Released Parties, under the laws referenced in this Release or with respect to any matters covered by this Agreement.

Exhibit 10.10

(b)    For purposes of this Release, "Employee" shall include Employee, as well as Employee's spouse, issue, agents, representatives, guardians, assigns, dependents, heirs, executors, administrators, and attorneys. The “Released Parties” shall include the Company and each of the Company's successors, assigns, divisions, subsidiaries, current or prior parents and affiliates, and the directors, officers, agents, employees, representatives, and attorneys of the Company or any divisions, current or prior parents, subsidiaries and affiliates.

(c)    Employee has not filed any lawsuit, petition, charge of discrimination, grievance or action of any nature against the Company, or anyone else released above, asserting any claims covered by this Release.

4.Employee Rights - Nothing in this Agreement limits Employee’s right to provide information, assist or participate in any investigation, proceeding or litigation concerning any administrative claim with any government agency under any law that protects such rights, or to file such a claim.

5.Consultation with Legal Counsel - The Company has advised Employee in writing, by this Agreement to consult with counsel, at the employee’s own expense, and has granted Employee at least [55]1 days to consider this Agreement and Release, before signing it.

6.Receipt of Agreement - Employee acknowledges receiving this Agreement on _____________, 20__ and that Employee has [fifty-five (55)] days from that date to consider the terms of this Agreement. If Employee signs this Agreement before [55] days has elapsed, Employee’s signature attests that Employee knowingly and voluntarily waived the [55]-day consideration period. Employee's Separation date may be before the expiration of the [55]-day period.

7.Revocation Period - Following Employee’s execution of this Agreement, Employee will have seven days to revoke this Agreement. If not revoked, this Agreement, including Paragraph 3, shall become effective and Employee will receive the Payment and benefits described herein.

8.Breach of Agreement – If Employee breaches this Agreement, the Company's obligation to provide Employee with the Payment herein shall cease immediately, without prejudice to the Company's right to seek any other remedy, including injunctive relief, or to enforce the Agreement. Disputes regarding this Agreement will be resolved through arbitration conducted by the American Arbitration Association, using its model rules for arbitration of employment disputes (excluding the supplemental class rules). By signing this Agreement, Employee is waiving the rights to a jury trial of any dispute involving this Agreement.

9.Final Settlement of Claims and Employment - Any claims or disputes of any kind, including those in any way related to Employee’s employment and separation from the Company are fully compromised, settled and released on the effective date of this Agreement.

10.No Admission of Fault - Nothing in this Agreement is an admission of fault or wrongdoing by the Company.

11.Voluntary Nature of Agreement - Both parties acknowledge that they read, understood and voluntarily executed this Agreement. No promise or representation has been made by the parties other than as set out in this Agreement.

12.Severability - This Agreement is subject to applicable federal laws and the internal laws of the State of Illinois, without regard to its choice of law rules. If any provision of this Agreement is invalidated or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

13.Return of Company Property - Employee has returned all Company files, documents, proprietary information, and Company owned equipment, including but not limited to pagers, telephones, facsimile equipment, computers, vehicles, and credit cards.

The Company acknowledges its agreement to the terms and conditions contained above by having a duly authorized representative sign below.

1     May be reduced to 21 days depending on circumstances of termination and requirements under applicable law.

Exhibit 10.10

By signing and dating this Agreement below and postmarking an executed copy to the attention of ________ no later than ________. Employee is agreeing to the terms and conditions of this Release and Agreement. This is a legal document. Please consider it carefully before signing it.

CNH Industrial America LLC

NAME: __________________________________

TITLE: __________________________________

Acknowledged and agreed to this ______ day of _____________, 20__.

EMPLOYEE: _______________________________

EX-10.12

Exhibit 10.4

AGREED FORM

CREDIT AGREEMENT

18 MARCH 2019

(as amended and restated by an amendment and restatement agreement dated 10 December 2021)

CNH INDUSTRIAL N.V.

CNH INDUSTRIAL FINANCE S.p.A.

CNH INDUSTRIAL FINANCE EUROPE S.A.

CNH INDUSTRIAL FINANCE NORTH AMERICA, INC.

and

THE BANKS

and

CITIBANK EUROPE PLC, UK BRANCH

as Facility Agent

and

BANCA IMI S.P.A.

BANCO BILBAO VIZCAYA ARGENTARIA S.A., MILAN BRANCH

BANCO SANTANDER S.A. – MILAN BRANCH

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY

BARCLAYS BANK IRELAND PLC

BNP PARIBAS, ITALIAN BRANCH

CITIGROUP GLOBAL MARKETS LIMITED

COMMERZBANK AKTIENGESELLSCHAFT FILIALE DI MILANO

COÖPERATIEVE RABOBANK U.A., MILAN BRANCH

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH

DEUTSCHE BANK LUXEMBOURG S.A.

GOLDMAN SACHS INTERNATIONAL

JPMORGAN CHASE BANK N.A., MILAN BRANCH

MIZUHO BANK, LTD., MILAN BRANCH

MUFG BANK, LTD.

NATIONAL WESTMINSTER BANK PLC

NATIXIS S.A. – MILAN BRANCH

ROYAL BANK OF CANADA

SOCIETE GENERALE MILAN BRANCH

UNICREDIT S.P.A.

WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY

as bookrunners and Mandated Lead Arrangers

and

THE LEAD ARRANGERS

relating to a multicurrency revolving credit facility of €4,000,000,000

Allen & Overy LLP		London
for the Facility Agent		for CNH Industrial N.V.
	0012230-0017918 UKO1: 2006540533.1

CONTENTS

Clause    Page

1.    Definitions and Interpretation	5
2.    Facility	34
3.    Purpose	38
4.    Conditions Precedent	38
5.    Drawdown	39
6.    Alternative Currencies	41
7.    Rate Switch	42
8.    Interest	43
9.    Repayment and Prepayment	47
10.    Cancellation	50
11.    Changes in Circumstances	51
12.    Payments	54
13.    Guarantee	61
14.    Additional Obligors	66
15.    Representations and Warranties	67
16.    Industrial Group Financial Covenant	70
17.    Undertakings	72
18.    Default	76
19.    Pro Rata Sharing	79
20.    The Facility Agent, the Arrangers and the Banks	80
21.    Fees and Expenses	89
22.    Amendments and Waivers	91
23.    Miscellaneous	98
24.    Notices	99
25.    Assignments and Transfers	101
26.    Indemnities	108
27.    Confidentiality of Funding Rates	109
28.    Law and Jurisdiction	110
29.    Acknowledgement regarding any Supported QFCs	112

Schedule    

The Original Banks	114
Conditions Precedent	116
Conditions Precedent to First Drawdown	116
Acceding Obligor Conditions Precedent	118
Drawdown Notice	119
Form of Transfer Certificate	120
Obligor Accession Memorandum	123
Form of Resignation Notice	124
Form of Compliance Certificate	125
Form of Extension Request	126
List of Designated Entities	127
Form of Designated Entity Accession Agreement	128
Screen Rate Contingency Period	129
Compounded Rate Terms	130
Dollars	130
Sterling	134
Daily Non-cumulative Compounded RFR Rate	138
Cumulative Compounded RFR Rate	1
Form of Increase Confirmation	2
LMA Form of Confidentiality Undertaking	4

THIS AGREEMENT was originally made on 18 March 2019 and was amended and restated on 10 December 2021

BY:

(1)CNH INDUSTRIAL FINANCE S.p.A., a company incorporated in Italy as a Società per Azioni con un unico socio, having its registered office at Via Puglia, 35, 10156, Turin, and registered with the Chamber of Commerce of Turin under number 10331120013, Codice Fiscale and Partita IVA No. 10331120013;

(2)CNH INDUSTRIAL FINANCE EUROPE S.A., a company incorporated under the laws of Luxembourg as a public limited liability company (société anonyme) whose registered office is at 291, route d’Arlon, L-1150, Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg trade and companies register under number B155849 (CIFE);

(3)CNH INDUSTRIAL FINANCE NORTH AMERICA, INC., a company incorporated in the State of Delaware, whose registered office is at Corporation Trust Center, 1209 Orange Street, City of Wilmington, Delaware (USA);

(together the Original Borrowers)

(4)CNH INDUSTRIAL N.V., a company incorporated as a public limited company (naamloze vennootschap) under the laws of the Netherlands on 23 November 2012, registered at the Trade Register of Amsterdam with company number 56532474, having its corporate seat in Amsterdam and its principal office and business address at 25 St. James's Street, London, SW1A 1HA, United Kingdom (the Company);

(5)THE BANKS listed in Schedule 1 (the OriginalBanks);

(6)THE DESIGNATED ENTITIES listed in Schedule 9 as the Designated Entities (as that term is defined below);

(7)CITIBANK EUROPE PLC, UK BRANCH as the Facility Agent (as that term is defined below);

(8)BANCA IMI S.P.A., BANCO BILBAO VIZCAYA ARGENTARIA S.A., MILAN BRANCH, BANCO SANTANDER S.A. – MILAN BRANCH, BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY, BARCLAYS BANK IRELAND PLC, BNP PARIBAS, ITALIAN BRANCH, CITIGROUP GLOBAL MARKETS LIMITED, COMMERZBANK AKTIENGESELLSCHAFT FILIALE DI MILANO, COÖPERATIEVE RABOBANK U.A., MILAN BRANCH, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH, DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS INTERNATIONAL, JPMORGAN CHASE BANK N.A., MILAN BRANCH, MIZUHO BANK, LTD., MILAN BRANCH, MUFG BANK, LTD., NATIONAL WESTMINSTER BANK PLC, NATIXISS.A. – MILAN BRANCH, ROYAL BANK OF CANADA, SOCIETE GENERALE MILAN BRANCH, UNICREDIT S.P.A. and WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY as mandated lead arrangers of the facility made available under this Agreement (together the Mandated Lead Arrangers and each, a Mandated Lead Arranger); and

(9)BANK OF COMMUNICATIONS CO., LTD, LONDON BRANCH, BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH, CIBC WORLD MARKETS PLC, DBS BANK LTD., LONDON BRANCH, ING BANK N.V – MILAN BRANCH, LLOYDS BANK PLC, MEDIOBANCA - BANCA DI CREDITO FINANZIARIO S.p.A., SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), STANDARD CHARTERED BANK, UBI BANCA S.P.A. and MORGAN STANLEY BANK INTERNATIONAL LIMITED as lead arrangers of the facility made available under this Agreement (together the LeadArrangers and each, a LeadArranger and, together with the Mandated Lead Arrangers, the Arrangers and each, an Arranger).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.aDefinitions

In this Agreement:

2021 Amendment Effective Date means the Effective Date as defined in the 2021 Amendment and Restatement Agreement.

2021 Amendment and Restatement Agreement means the amendment and restatement agreement for this Agreement dated on or about 10 December 2021 between CIFE and the Facility Agent.

Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A3/A- or higher by the Rating Agencies or a comparable rating from an internationally recognised credit rating agency.

Accession Memorandum means a memorandum substantially in the form set out in Schedule 5 (Obligor Accession Memorandum).

Additional Business Day means any day specified as such in the applicable Compounded Rate Terms.

Additional Borrower means any Industrial Subsidiary of the Company which has become an Additional Borrower in accordance with Clause 14 (Additional Obligors).

Additional Guarantor means any Industrial Subsidiary of the Company which has become an Additional Guarantor in accordance with Clause 14 (Additional Obligors).

Advance means an advance made or to be made to a Borrower under the Facility, or, as the case may be, the outstanding principal amount of any such advance.

Agency Fees Letter means the letter dated on or about the Signing Date from the Facility Agent to CIFE relating to certain fees payable to the Facility Agent in relation to this Agreement.

Alternative Currencies means the Committed Currency, Sterling and any other freely convertible and transferable currencies (other than Euros) readily available to the Banks in the European interbank market and which has been approved by the Facility Agent and all the Banks.

Anti-Corruption Laws means the United States of America Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and all other applicable anti-bribery or anti-corruption laws.

Anti-Money Laundering Laws means the Executive Order, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the USA Patriot Act and all other applicable anti-money laundering laws.

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Available Commitment means, in relation to a Bank, its Commitment less the Original Euro Amount of its Participations in all outstanding Advances.

Available Facility means the aggregate of the Available Commitments.

Backstop Rate Switch Date means:

(i)in respect of Dollars, 31 March 2023;

(ii)in respect of Sterling, the 2021 Amendment Effective Date; and

(iii)in respect of any other currency, the date agreed as such between the Facility Agent, the Majority Banks and the Company in relation to that currency.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(iv)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(v)in relation to the United Kingdom, the UK Bail-In Legislation; and

(vi)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

Banks means the banks and other financial institutions listed in Schedule 1 (The Original Banks) and any person which becomes a Party in accordance with Clause 2.2 (Increase) and, unless the context otherwise requires, any Bank Transferee, together with their respective successors in title, provided that any bank or financial institution which transfers all of its Commitment in accordance with Clause 25.4 (Transfers by Banks) shall cease to be a Bank.

Bank Transferee has the meaning given to that term in Clause 25.4(b) (Transfers by Banks).

Borrower means an Original Borrower or an Additional Borrower, provided that it has not been released from its rights and obligations under this Agreement in accordance with Clause 14.3 (Resignation of an Obligor).

Breakage Costs means:

(vii)in respect of any Term Rate Advance, any amounts payable under Clause 26.1 (Breakage Costs Indemnity); or

(viii)in respect of any Compounded Rate Advance, any amount specified as such in the applicable Compounded Rate Terms.

Business Day means:

(ix)in relation to an Advance denominated in an Alternative Currency (other than Dollars), a day (other than a Saturday or a Sunday) on which banks are generally open for business in London, Milan and in the principal financial centre of the country or state of that Alternative Currency;

(x)in relation to a payment or rate fixing in Euros or other matter relating to Euros, a day (other than a Saturday or Sunday) on which the banks are generally open for business in London and Milan and on which the Trans-European Automated Real-time Gross Settlement Express Transfer System (TARGET) is operating;

(xi)in relation to Advances denominated in Dollars, a day (other than a Saturday or a Sunday) on which banks are generally open for business in London, Milan and New York;

(xii)for all other purposes, a day (other than a Saturday or a Sunday) on which banks are generally open for business in Milan, Luxembourg and London; and

(xiii)in relation to:

(1)any date for payment or purchase of an amount relating to a Compounded Rate Advance; or

(2)the determination of the first day or the last day of an Interest Period for a Compounded Rate Advance, or otherwise in relation to the determination of the length of such an Interest Period,

a day which is an Additional Business Day relating to that Advance or Unpaid Sum.

Central Bank Rate has the meaning given to that term in the applicable Compounded Rate Terms.

Central Bank Rate Adjustment has the meaning given to that term in the applicable Compounded Rate Terms.

Certified Copy means, in relation to a document, a copy of that document certified a true, complete and accurate copy of the original by a duly authorised officer or representative of the relevant company.

Change means in relation to a Bank (or any company of which that Bank is a Subsidiary), the introduction, implementation, repeal, withdrawal or change in, or in the official interpretation or application of (a) any law or regulation or (b) any official directive, requirement, request or guidance (whether or not having the force of law but if not having the force of law, one which applies generally to a class or category of financial institutions of which that Bank (or that company) forms part and compliance with which is in accordance with the general practice of those financial institutions) of the European Community, any central bank including the European Central Bank, Financial Conduct Authority, Prudential Regulation Authority or any other fiscal, monetary or regulatory authority.

Code means the US Internal Revenue Code of 1986.

Commitment means:

(i)in relation to a Bank party to this Agreement on the Signing Date, the amount set out opposite its name in Schedule 1 (The Original Banks) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); or

(ii)in relation to a Bank which becomes a Bank after the Signing Date, the amount of any Commitment transferred to it under this Agreement under the heading Amount of Commitment Transferred in the schedule to the Transfer Certificate(s) pursuant to which it becomes a Bank or assumed by it in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Committed Currency means Dollars.

Compliance Certificate means a certificate substantially in the form of Schedule 7 (Form of Compliance Certificate) setting out, among other things, calculations of the financial covenant.

Compounded Rate Currency means any Rate Switch Currency in respect of which the Rate Switch Date has occurred.

Compounded Rate Interest Payment means the aggregate amount of interest that:

(iii)is, or is scheduled to become, payable under any Financing Document; and

(iv)relates to a Compounded Rate Advance.

Compounded Rate Advance means any Advance or, if applicable, Unpaid Sum in a Compounded Rate Currency which is, or becomes, a "Compounded Rate Advance" pursuant to Clause 7 (Rate Switch).

Compounded Rate Supplement means, in relation to any currency, a document which:

(v)is agreed in writing by the Company and the Facility Agent (acting both in its own capacity and on the instructions of the Majority Banks);

(vi)specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

(vii)has been made available to the Company and each Finance Party.

Compounded Rate Terms means in relation to:

(viii)a currency;

(ix)an Advance or an Unpaid Sum in that currency;

(x)an Interest Period for such a Advance or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

(xi)any term of this Agreement relating to the determination of a rate of interest in relation to such a Advance or Unpaid Sum,

the terms set out for that currency in Schedule 12 (Compounded Rate Terms) or in any Compounded Rate Supplement.

Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Advance, the percentage rate per annum which is the aggregate of:

(xii)the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(xiii)the applicable Credit Adjustment Spread.

Compounding Methodology Supplement means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(xiv)is agreed in writing by the Company and the Facility Agent (acting on the instructions of the Majority Banks);

(xv)specifies a calculation methodology for that rate; and

(xvi)has been made available to the Company and each Finance Party.

Confidential Information means all information relating to the Company, any Obligor, the Group, the Financing Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Financing Documents or the Facility from either:

(xvii)any member of the Group or any of its advisers; or

(xviii)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(1)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 25.8 (Confidentiality); or

(2)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(3)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(4)is any Funding Rate.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 16 (LMA Form of Confidentiality Undertaking) to this Agreement or in any other form agreed between the Company and the Facility Agent.

Consolidated Financial Statements means the quarterly, semi-annual or annual financial statements under EU-IFRS referred to in paragraphs (a) to (c) of Clause 17.1 (Information Undertakings).

CRD IV means:

(i)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012); and

(ii)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

Credit Adjustment Spread means, in respect of any Compounded Rate Advance, any rate which is either:

(iii)specified as such in the applicable Compounded Rate Terms; or

(iv)determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the applicable Compounded Rate Terms.

Cumulative Compounded RFR Rate means, in relation to an Interest Period for a Compounded Rate Advance, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 14 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Advance, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 13 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Daily Rate means the rate specified as such in the applicable Compounded Rate Terms.

Default means any event specified as such in Clause 18.1 (Default).

Defaulting Bank means any Bank:

(v)which has failed to make its participation in an Advance available or has notified the Facility Agent or CIFE that it will not make its participation in an Advance available by the Drawdown Date for an Advance in accordance with Clause 5.6 (Participations);

(vi)which has otherwise rescinded or repudiated a Financing Document, or

(vii)with respect to which an Insolvency Event has occurred and is continuing;

unless, in the case of paragraph (a) above:

(1)its failure to pay is caused by:

(1)administrative or technical error; or

(2)a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(2)the Bank is disputing in good faith whether it is contractually obliged to make the payment in question and has sent written notice to CIFE stating the grounds on which it is disputing that payment.

Designated Entity has the meaning given to it in Clause 2.6 (Designated Entities).

Disruption Event means either or both of:

(i)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Financing Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(ii)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Financing Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Financing Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Dollars and $ means the lawful currency for the time being of the United States of America.

Drawdown Date means the date on which an Advance is made, or is proposed to be made.

Drawdown Notice means a notice substantially in the form set out in Schedule 3 (Drawdown Notice).

Drawdown Period means the period starting on (and including) the Signing Date and ending on (and including) the date falling one Month before the Termination Date, or such other date as agreed between CIFE and the Facility Agent (acting on the instructions of the Majority Banks).

Dutch Civil Code means the Burgerlijk Wetboek of The Netherlands.

Dutch Guarantor means:

(i)the Company; and

(ii)any Additional Guarantor incorporated in the Netherlands.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

Encumbrance means any mortgage, charge, pledge, lien, encumbrance or similar security interest.

ERISA means the US Employee Retirement Income Security Act of 1974, as amended from time to time.

EU Bail-In Legislation Schedule means the document described as such and published by the LMA (or any successor person) from time to time.

EU-IFRS means International Financial Reporting Standards as adopted by the European Union and as applied in the Company’s financial statements.

EURIBOR means, in relation to any Term Rate Advance or overdue amount in Euros and in relation to a particular Interest Period:

(iii)the applicable Screen Rate as of 11.00 a.m. (Brussels time) on the second TARGET Day (which is also a London Business Day) before the first day of that Interest Period; or

(iv)as otherwise determined pursuant to Clause 8.4 (Unavailability of Screen Rate prior to Rate Switch Date),

and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

Euro and € means the single currency of the Participating Member States.

Euro Equivalent means, in relation to an amount in an Alternative Currency on the day on which the calculation falls to be made, the amount of Euros which could be purchased with that amount of the Alternative Currency using the Facility Agent's spot rate of exchange or (if the Facility Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Facility Agent (acting reasonably) for the purchase in the London foreign exchange market of Euros with the Alternative Currency at or about 9.00 a.m. three Business Days before that date.

Existing Facility means the €1,750,000,000 multicurrency revolving credit facility dated 21 November 2014, as amended and restated on 20 June 2016 between, among others, CNH Industrial N.V., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A., and CNH Industrial Finance North America, Inc., certain banks as lenders and Citibank Europe PLC, UK Branch as facility agent.

Extension Option means the extension option set out in Clause 5.7 (Extension Option).

Facility means the Euro denominated multicurrency revolving loan facility granted to the Borrowers under this Agreement described in Clause 2.1(a) (Facility).

Facility Agent means Citibank Europe PLC, UK Branch in its capacity as agent for the Banks and each successor agent appointed in accordance with Clause 20.16 (Resignation).

Facility Office means the office or offices notified by a Bank to the Facility Agent in writing on or before the date it becomes a Bank (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

Facility Period means the period starting on the Signing Date and ending on the date on which all the obligations and liabilities of the Obligors under the Financing Documents are discharged in full and none of the Finance Parties has any continuing obligation in relation to the Facility.

FATCA means:

(v)sections 1471 to 1474 of the Code or any associated regulations;

(vi)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(vii)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(viii)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(ix)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under a Financing Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Finance Parties means the Banks, the Facility Agent and the Arrangers.

Financial Indebtedness means any indebtedness for or in respect of:

(x)moneys borrowed;

(xi)any acceptance credit (including any dematerialised equivalent) treated as a borrowing in accordance with EU-IFRS;

(xii)any bond, note, debenture, loan stock or other similar instrument;

(xiii)any preference share which is mandatorily redeemable or redeemable at the option of the holder of that share;

(xiv)Leases;

(xv)receivables sold or discounted (otherwise than on a non-recourse basis) to the extent treated as a borrowing in accordance with EU-IFRS;

(xvi)the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset and to the extent treated as a borrowing in accordance with EU-IFRS;

(xvii)any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value of the derivative transaction, determined in accordance with EU-IFRS, will be used to calculate its amount);

(xviii)any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing to the extent treated as a borrowing in accordance with EU-IFRS;

(xix)without double counting, any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.

Financial Services JV means a Joint Venture between the Company or its Subsidiaries, on one side, and one or more third parties which are not Subsidiaries of the Company, on the other side, and which carries on the offer and sale of financial services products to customers, dealers or suppliers of members of the Group, including, without limitation, customers, dealers or suppliers that are members of the Group (and other related support activities incidental to the offer and sale of such financial services products including, without limitation, input financing, the purchase and sale of equipment in connection with eqpower.com and rental business activities) in any of the following areas:

(i)retail financing for the purchase, contract hire, renting or lease of new or old equipment, including, without limitation, equipment manufactured by a member of the Group or any other manufacturer whose products are from time to time sold through the dealer network of a member of the Group;

(ii)other retail and wholesale financing programs reasonably related thereto, including, without limitation, financing to the dealer network of any member of the Group;

(iii)insurance, credit card, equipment service and extended warranty products and services reasonably related thereto, together with the underwriting, marketing, servicing and other

related support activities incidental to the offer and sale of such financial services products; and

(iv)factoring and/or licensed banking or financial activities.

Financial Services Subsidiary means:

(v)a Subsidiary of the Company which carries on no material business other than the offer and sale of financial services products to customers, dealers or suppliers of members of the Group, including, without limitation, customers, dealers or suppliers that are members of the Group (and other related support activities incidental to the offer and sale of such financial services products including, without limitation, input financing, the purchase and sale of equipment in connection with eqpower.com and rental business activities) in any of the following areas:

(i)retail financing for the purchase, contract hire, renting or lease of new or old equipment including, without limitation, equipment manufactured by a member of the Group or any other manufacturer whose products are from time to time sold through the dealer network of a member of the Group;

(ii)other retail and wholesale financing programs reasonably related thereto, including, without limitation, financing to the dealer network of any member of the Group;

(iii)insurance, credit card, equipment service and extended warranty products and services reasonably related thereto, together with the underwriting, marketing, servicing and other related support activities incidental to the offer and sale of such financial services products; and

(iv)factoring and/or licensed banking or financial activities; or

(vi)a holding company of a Financial Services Subsidiary which carries on no material business or activity other than holding shares in that Financial Services Subsidiary and/or activities described in paragraph (a) above.

Financial Year means, in relation to an Obligor, each accounting period of 12 Months in respect of which it prepares its financial statements.

Financing Document means this Agreement, each Accession Memorandum, each Resignation Notice, any Compounded Rate Supplement, any Compounding Methodology Supplement, the Agency Fees Letter, the Participation Fees Letters or any other document designated as such by the Facility Agent and CIFE.

Funding Rate means any rate notified by a Bank to the Facility Agent pursuant to Clause 11.3(c)(iii) (Market Disruption).

Group means the Company and its Subsidiaries.

Guarantor means:

(vii)the Company;

(viii)each Original Borrower; or

(ix)any Additional Guarantor.

Impaired Facility Agent means the Facility Agent at any time when:

(x)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Financing Documents by the due date for payment;

(xi)the Facility Agent otherwise rescinds or repudiates a Financing Document;

(xii)(if the Facility Agent is also a Bank) it is a Defaulting Bank under paragraph (a) or (b) of the definition of Defaulting Bank; or

(xiii)an Insolvency Event has occurred and is continuing with respect to the Facility Agent;

unless, in the case of paragraph (a) above:

(1)its failure to pay is caused by:

(1)administrative or technical error; or

(2)a Disruption Event; and

payment is made within five (5) Business Days of its due date; or

(2)the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question and has sent written notice to CIFE stating the grounds on which it is disputing that payment.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 15 (Form of Increase Confirmation).

Industrial Group means the Company and its Industrial Subsidiaries.

Industrial Subsidiaries means each Subsidiary of the Company other than a Financial Services Subsidiary.

Information Package means the publicly available documents posted, with the Company’s prior approval, as at the Signing Date under the “Information Package” tab on the Debtdomain secured website entitled “CNH Industrial RCF – Mar 2019”.

Insolvency Event in relation to a Finance Party means that the Finance Party:

(i)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(ii)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(iii)makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(iv)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(v)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(vi)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(vii)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(viii)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(ix)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(x)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Interest Period means each period determined in accordance with Clause 8 (Interest) for the purpose of calculating interest on Advances or overdue amounts.

Interpolated Screen Rate means, in relation to any Term Rate Advance or overdue amount, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(xi)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Advance or overdue amount; and

(xii)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Advance or overdue amount,

each as of:

(1)11.00 a.m. on the applicable Rate Fixing Day (in respect of the LIBOR Screen Rate); or

(2)11.00 a.m. (Brussels time) on the second TARGET Day before the first day of that Interest Period (in respect of the EURIBOR Screen Rate),

for the currency of that Advance.

Italian Banking Act means Legislative Decree no. 385 of 1 September 1993, as amended and supplemented from time to time.

Italian Borrower means:

(i)any Borrower incorporated in Italy; or

(ii)any Borrower having its registered office in Italy.

Italian Civil Code means the Italian codice civile, the initial version of which was approved by Italian Royal Decree No. 262 of 16 March 1942.

Italian Guarantor means:

(iii)any Guarantor incorporated in Italy; or

(iv)any Guarantor having its registered office in Italy.

Italian Insolvency Law means Royal Decree no. 267 of 16 March 1942, as amended and supplemented from time to time.

Italian Obligor means an Italian Borrower or an Italian Guarantor.

Joint Venture means any joint venture entity, whether a company, unincorporated form, undertaking, association, joint venture or partnership or any other joint venture entity.

Lease has the meaning given to it in Clause 16.1 (Definitions).

Lending Office means the office(s) and/or Designated Entities notified by a Bank to the Facility Agent:

(v)on or before the date it becomes a Bank; or

(vi)by not less than five Business Days' notice,

as the office(s) and/or Designated Entities through which it will perform its obligations under this Agreement.

LIBOR means, in relation to any Term Rate Advance or overdue amount and in relation to a particular Interest Period:

(vii)the applicable Screen Rate as of 11.00 a.m. (London time) on the applicable Rate Fixing Day; or

(viii)as otherwise determined pursuant to Clause 8.4 (Unavailability of Screen Rate prior to Rate Switch Date),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984 or equivalent legislation in any country other than the UK.

LMA means the Loan Market Association.

Loan means, at any time, the aggregate of all Advances outstanding at that time.

London Business Day means a day (other than a Saturday or Sunday) on which banks are open for general interbank business in London.

Lookback Period means the number of days specified as such in the applicable Compounded Rate Terms.

Luxembourg means the Grand Duchy of Luxembourg.

Luxembourg Borrower means a Borrower incorporated in Luxembourg.

Luxembourg Guarantor means a Guarantor incorporated in Luxembourg.

Luxembourg Obligor means an Obligor incorporated in Luxembourg.

Majority Banks means a group of Banks whose Participations in the Advances together exceed 66 2/3% of all Advances or, at any time when no Advance is outstanding, a group of Banks whose Commitments (or, if the Total Commitments have been reduced to zero, whose Commitments immediately prior to such reduction) together exceed 66 2/3% of the Total Commitments (taking no account, for the purposes of this definition, of the last sentence in Clause 18.2 (Acceleration)).

Margin means the rate per annum determined in accordance with Clause 8.5 (Margin Adjustments).

Market Disruption Rate means the rate (if any) specified as such in the applicable Compounded Rate Terms.

Material Adverse Effect means any effect which is materially adverse to:

(ix)the business or financial condition of the Group taken as a whole; or

(x)the ability of any Obligor to perform its obligations under the Financing Documents.

Material Subsidiary means any Subsidiary of the Company:

(xi)the total assets or net revenues of which on an unconsolidated basis (excluding intra-group items and as determined from its most recent financial statements on the basis of which the Company's most recent Consolidated Financial Statements were prepared) constitutes 5% or more of the consolidated total assets or net revenues of the Group (as determined from the Original Financial Statements or, if later, the Company's most recent Consolidated Financial Statements); or

(xii)which is a holding company of a Subsidiary falling within paragraph (a) above.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(xiii)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(xiv)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(xv)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last month of any period and subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Compounded Rate Terms.

New Holdco has the meaning given to that term in Clause 9.4 (Mandatory prepayment – change of control and invalidity event).

Non-Consenting Bank has the meaning given to that term in Clause 22.5 (Replacement of a Bank).

Non-OECD Country means a country which is not an OECD Country.

Non-recourse Securitisation means any securitisation, asset backed financing or transaction having a similar effect under which an entity (or entities in related transactions) on commercially reasonable terms:

(xvi)acquires receivables for principally cash consideration or uses existing receivables; and

(xvii)issues any notes, bonds, commercial paper, loans or other securities (whether or not listed on a recognised stock exchange) to fund the purchase of or otherwise backed by those receivables and/or any shares or other interests referred to in paragraph (f)(ii) of the definition of Permitted Encumbrance and the payment obligations in respect of such notes, bonds, commercial paper, loans or other securities:

(i)are secured on those receivables, assets or revenues; and

(ii)are not guaranteed by any member of the Group (other than as a result of any Encumbrance which is granted by any member of the Group as permitted by

paragraph (f) of the definition of Permitted Encumbrance or as to the extent of any Standard Securitisation Undertakings).

Non-recourse Securitisation Debt means any Financial Indebtedness incurred by a Securitisation Entity pursuant to a securitisation relating to receivables where the recourse in respect of that Financial Indebtedness to any Obligor or member of the Group (other than the Securitisation Entity) is limited to:

(i)those receivables and/or related insurance, assets or revenues and/or any Standard Securitisation Undertakings; and

(ii)if those receivables, assets or revenues comprise all or substantially all of the business of such Securitisation Entity, the shares or other interests of any member(s) of the Group in such Securitisation Entity.

Obligor means a Borrower or a Guarantor.

OECD Countries means Australia, Austria, Belgium, Canada, Chile, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Japan, Republic of Korea, Latvia, Lithuania, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, Switzerland, Turkey, the United Kingdom and the United States of America.

Original Euro Amount means:

(iii)in relation to an Advance, or a Participation in an Advance, denominated in Euros, the amount of that Advance or that Participation, as the case may be; and

(iv)in relation to an Advance, or a Participation in an Advance, denominated in an Alternative Currency, the Euro Equivalent of the amount of that Advance, or that Participation, as the case may be, calculated in respect of the Drawdown Date of that Advance,

provided that if all or part of an Advance is not made or is repaid or prepaid, the Original Euro Amount of that Advance and of the Participations of the Banks in that Advance shall be correspondingly reduced.

Original Financial Statements means the audited consolidated financial statements of the Group for the financial year ending 31 December 2018.

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with the legislation of the European Union relating to Economic and Monetary Union.

Participation means, in relation to a Bank and an Advance, the part of that Advance made available or to be made available by that Bank and thereafter the part of that Advance owing to that Bank from time to time.

Participation Fees Letters means the participation fee letters dated on or after the Signing Date each between, among others, the Arrangers or Banks (including any Bank that becomes party to this

Agreement after the Signing Date pursuant to Clause 2.2 (Increase)) and CIFE relating to, amongst other things, certain fees payable to the Arrangers or Banks by CIFE in relation to this Agreement.

Party means a party to this Agreement.

Permitted Disposal means any disposal:

(v)of assets (other than receivables) made in the ordinary course of business of the disposing entity on arm's length terms; or

(vi)of surplus, obsolete, redundant assets or assets at the end of their useful lives, in each case on arm's length terms, or of manufacturing plants where production has ceased but which remain a cost to the Group; or

(vii)of assets in exchange for other assets comparable or superior as to type, value and quality; or

(viii)of shares in a Financial Services Subsidiary on arm's length terms; or

(ix)of cash or cash equivalents for a purpose not restricted under this Agreement; or

(x)required by any anti-trust law or legally binding anti-trust decree, regulation or order by any governmental authority or agency; or

(xi)of a tax credit on arm's length terms pursuant to an arrangement under which there is no recourse to any member of the Group; or

(xii)from one member of the Group to another member of the Group; or

(xiii)of receivables, assets or revenues on arm's length terms for fair value:

(i)in the ordinary course of business of the disposing entity on a non-recourse basis, derecognised by Obligors and members of the Industrial Group in accordance with EU-IFRS;

(ii)directly or indirectly to a Securitisation Entity provided that those receivables, assets or revenues are used for the sole purpose of raising Non-recourse Securitisation Debt pursuant to a Non-recourse Securitisation; or

(iii)in the ordinary course of business of the disposing entity on a recourse basis or, in any case, not derecognised by the Obligors or members of the Industrial Group in accordance with EU-IFRS;

(xiv)on arm's length terms for fair value; or

(xv)arising as a result of any Permitted Encumbrance.

Permitted Encumbrance means:

(xvi)any Encumbrance:

(i)created or outstanding on the Signing Date and disclosed in the Original Financial Statements or otherwise disclosed in writing to the Facility Agent, provided that the principal amount secured by any such Encumbrance is not increased after the Signing Date; or

(ii)created in connection with a refinancing, renewal or replacement of any Financial Indebtedness secured by an Encumbrance permitted under subparagraph (i) above, provided that (A) the assets secured by the new Encumbrance must also have been secured under the old Encumbrance and (B) the principal amount secured by the new Encumbrance may not be greater than the principal amount capable of being secured by the old Encumbrance plus fees and expenses relating to the relevant refinancing, renewal or replacement;

(xvii)any Encumbrance arising by operation of law (or by contract having equivalent effect) in the ordinary course of business; or

(xviii)any retention of title to, or other Encumbrance over, goods supplied to any Obligor or member of the Industrial Group where such retention or Encumbrance is required by the supplier in the ordinary course of its business and on customary terms and the goods in question are supplied on credit; or

(xix)any other Encumbrance arising under Leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms (or any refinancing or replacement of any such agreement) over the asset which is the subject matter of the relevant agreement, to the extent such transaction is permitted under paragraph (p) of the definition of Permitted Subsidiary Indebtedness; or

(xx)any Encumbrance over any assets (or documents of title thereto) acquired by any Obligor or member of the Industrial Group after the Signing Date, provided that:

(i)any such Encumbrance is in existence before such acquisition and is not created in contemplation of such acquisition; and

(ii)the amount secured by such Encumbrance has not been increased in contemplation of, or since the date of the acquisition of the asset concerned on which such Encumbrance was created; and

(iii)the Encumbrance is removed or discharged within 12 Months of the date of acquisition of such asset; or

(xxi)any Encumbrance over any assets (or documents of title thereto) of any person acquired by any Obligor or member of the Industrial Group after the Signing Date, provided that:

(i)any such Encumbrance is in existence before such acquisition and is not created in contemplation of such acquisition;

(ii)the amount secured by such Encumbrance has not been increased in contemplation of, or since the date of the acquisition of that person; and

(iii)the Encumbrance is removed or discharged within 12 Months of the date of acquisition of such person; or

(xxii)any Encumbrance over:

(i)the receivables or other assets or revenues of a Securitisation Entity (and any bank account to which such proceeds are deposited or other bank account operated as part of any such securitisation) which are subject to a Non-recourse Securitisation as security for Non-recourse Securitisation Debt raised by such Securitisation Entity in respect of such receivables or other assets or revenues; and/or

(ii)the shares or other interests owned by any member of the Group in any Securitisation Entity as security for Non-recourse Securitisation Debt raised by such Securitisation Entity provided that the receivables, revenues or assets which are the subject of the relevant Non-recourse Securitisation comprise all or substantially all of the business of such Securitisation Entity; and/or

(iii)receivables permitted to be disposed of pursuant to paragraph (i)(iii) of the definition of Permitted Disposal; or

(xxiii)any Encumbrance created by any member of the Industrial Group incorporated in a Non-OECD Country securing Financial Indebtedness incurred by any member of the Industrial Group incorporated in such Non-OECD Country pursuant to a project finance transaction (however described), provided that the aggregate principal amount of Financial Indebtedness secured by such Encumbrances shall not at any time exceed €600,000,000 or its equivalent in other currencies; or

(xxiv)any Encumbrance provided in favour of any bank or governmental (central or local), intergovernmental, multilateral or supranational bank, body, agency, department or other authority securing any Financial Indebtedness under a Subsidised Loan Scheme; or

(xxv)pledges of and assignments of documents of title, insurance policies and sale contracts in relation to commercial goods created or made in the ordinary course of business to secure the purchase price of such goods; or

(xxvi)any Encumbrance created in favour of the Finance Parties pursuant to the Facility; or

(xxvii)any Encumbrance created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs or expenses where an Obligor or member of the Industrial Group is prosecuting or defending such action in its bona fide interests (whether or not the underlying action relates to Financial Indebtedness or claims in respect of it); or

(xxviii)any Encumbrance created pursuant to any order of attachment, distraint, garnishee order or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings (whether or not the underlying proceedings relate to Financial Indebtedness or claims in respect of it); or

(xxix)any Encumbrance granted pursuant to margin, collateral or similar arrangements put in place in connection with derivative transactions entered into in the ordinary course of business; or

(xxx)any Encumbrance securing Financial Indebtedness of any person which is not a Subsidiary which is included as Industrial Group Consolidated Total Net Debt pursuant to EU-IFRS 11 (an EU-IFRS 11 Person) provided that such Encumbrance is created over assets of that EU-IFRS 11 Person (or any of its Subsidiaries) or over the ownership interests in that EU-IFRS 11 Person; or

(xxxi)any Encumbrance given, in the ordinary course of the Group’s banking arrangements, under the general business conditions or bank account terms of banks; or

(xxxii)any Encumbrance created by the Industrial Group or any member of the Industrial Group and not otherwise permitted by paragraphs (a) to (p) above inclusive, provided that the aggregate principal amount of Financial Indebtedness secured by such Encumbrances, when taken together with (but without double counting) the aggregate principal amount of Financial Indebtedness of members of the Group outstanding pursuant to paragraph (q) of the definition of Permitted Subsidiary Indebtedness, shall not at any time exceed €500,000,000 or its equivalent in other currencies.

Permitted Subsidiary Indebtedness means:

(xxxiii)Financial Indebtedness created with the prior written consent of the Majority Banks; or

(xxxiv)for the period up to the first Drawdown Date only, Financial Indebtedness arising under the Existing Facility; or

(xxxv)Financial Indebtedness under the Financing Documents; or

(xxxvi)Financial Indebtedness owed to another member of the Industrial Group; or

(xxxvii)Financial Indebtedness owed by a Guarantor; or

(xxxviii)Financial Indebtedness of any Subsidiary which operates only as a Treasury Vehicle for the Group, to the extent that the proceeds of such Financial Indebtedness are on-lent to a Guarantor; or

(xxxix)Financial Indebtedness owing to third party financial institutions (bank and/or factors), Financial Services Subsidiaries and Financial Services JVs, in each case due to latest days collections on factored receivables to the extent that such Financial Indebtedness is matched by cash receipts held by Industrial Subsidiaries; or

(xl)Financial Indebtedness arising under third party guarantees and intersegment guarantees, in a total aggregate amount not exceeding €850,000,000 or its equivalent in other currencies; or

(xli)Non-recourse Securitisation Debt permitted to be secured under paragraph (f) of the definition of Permitted Encumbrance or Financial Indebtedness in relation to receivables permitted to be disposed of pursuant to paragraph (i)(iii) of the definition of Permitted Disposal; or

(xlii)Financial Indebtedness under cash pooling arrangements in the Group's ordinary banking arrangements, to the extent matched by cash balances held by members of the Group which are treated as available for netting against that Financial Indebtedness; or

(xliii)for a period of 12 Months after the date on which a Subsidiary becomes a member of the Group, Financial Indebtedness of that Subsidiary to the extent that such Financial Indebtedness is outstanding at the time that Subsidiary becomes a member of the Group and was not created in contemplation of that Subsidiary becoming a member of the Group; or

(xliv)Financial Indebtedness of any person which is not a Subsidiary which is included as Industrial Group Consolidated Total Net Debt pursuant to EU-IFRS 11; or

(xlv)Financial Indebtedness of any Industrial Subsidiary incorporated in a Non-OECD Country provided that (excluding any such Financial Indebtedness that (i) was incurred or committed prior to the Signing Date and any refinancing of that Financial Indebtedness or (ii) falls within paragraph (n) below) the aggregate principal amount of all such Financial Indebtedness does not at any time exceed an amount equal to the higher of (i) five per cent. of the total consolidated assets of the Group; and (ii) €2,000,000,000 or its equivalent in other currencies; or

(xlvi)Financial Indebtedness provided by a bank or governmental (central or local), intergovernmental, multilateral or supranational bank, body, agency, department or other authority under a Subsidised Loan Scheme; or

(xlvii)any Financial Indebtedness arising or incurred in connection with derivative transactions entered into in the ordinary course of business and any margin, collateral or similar arrangements put in place in connection with any such transactions; or

(xlviii)any Financial Indebtedness arising under Leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms (or any refinancing or replacement of any such agreement) to the extent that the aggregate principal amount outstanding of all such Financial Indebtedness does not at any time exceed an amount equal to five per cent. of the consolidated total assets of the Group as determined from the Company’s most recent Consolidated Financial Statements; or

(xlix)any other Financial Indebtedness provided that the aggregate principal amount of any such Financial Indebtedness, when taken together with (but without double counting) the aggregate principal amount of Financial Indebtedness secured by Encumbrances created pursuant to paragraph (q) of the definition of Permitted Encumbrance, does not at any time exceed €500,000,000 or its equivalent in other currencies.

Potential Default means an event which with the giving of notice or the lapse of time or the making of any determination or fulfilment of any procedural condition, in each case provided for in Clause 18 (Default) would constitute a Default.

Quoted Tenor means, in relation to the Screen Rate for a Term Reference Rate applicable to Advances in a currency, any period for which that Screen Rate is customarily displayed on the relevant page or screen of an information service.

Rate Fixing Day means, in relation to any Interest Period, the day on which quotes are customarily given in the relevant interbank market for deposits in the relevant currency for delivery on the first day of that Interest Period.

Rate Switch Currency means any currency for which there are Compounded Rate Terms.

Rate Switch Date means:

(l)in relation to a Rate Switch Currency, the earlier of:

(1)the Backstop Rate Switch Date; and

(2)any Rate Switch Trigger Event Date,

for that Rate Switch Currency; or

(li)in relation to a Rate Switch Currency which:

(1)becomes a Rate Switch Currency after the date of this Agreement; and

(2)for which there is a date specified as the "Rate Switch Date" in the Compounded Rate Terms for that currency,

that date.

Rate Switch Trigger Event means:

(i)in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Advances in that Rate Switch Currency:

(1)

(1)the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(2)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(2)the administrator of that Screen Rate publicly announces that it has ceased or will cease to provide that Screen Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate for that Quoted Tenor;

(3)the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

(4)the administrator of that Screen Rate or its supervisor publicly announces that that Screen Rate for any Quoted Tenor may no longer be used; and

(ii)in relation to any Rate Switch Currency and the Screen Rate for the LIBOR applicable to Advances in that Rate Switch Currency, the supervisor of the administrator of that Screen Rate publicly announces or publishes information stating that that Screen Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor).

Rate Switch Trigger Event Date means, in relation to a Rate Switch Currency:

(iii)in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(i) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate ceases to be published or otherwise becomes unavailable; and

(iv)in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraphs (a)(ii), (a)(iii) or (a)(iv) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

(v)in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (b) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Screen Rate).

Rating Agencies means:

(vi)Moody's Investors Service, Inc. or any of its affiliates;

(vii)Standard & Poor's Financial Services LLC or any of its affiliates, and

(viii)for the purposes of Clause 8.5 (Margin Adjustments) and Clause 16.3(b) (Financial covenant) only, Fitch Ratings Inc. or any of its affiliates,

or any successor to any such rating business.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an affiliate of the investment manager or investment adviser of the first fund.

Related Lender means, in relation to a Designated Entity, the Bank which has designated that Designated Entity for the purpose of participating in Advances to a Borrower in a particular jurisdiction.

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Repayment Date means the last day of an Interest Period.

Reporting Day means the day (if any) specified as such in the applicable Compounded Rate Terms.

Reporting Time means the relevant time (if any) specified as such in the applicable Compounded Rate Terms.

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Reservations means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation on enforcement as a result of laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws affecting the rights of creditors generally, the time-barring of claims under the Limitation Acts, rules against penalties and similar principles of law in other jurisdictions relevant in the context of the Financing Documents including rules concerning limits on interest and fees and any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Facility Agent as conditions precedent under this Agreement.

Resignation Notice means a notice substantially in the form set out in Schedule 6 (Form of Resignation Notice).

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

RFR means the rate specified as such in the applicable Compounded Rate Terms.

RFR Banking Day means any day specified as such in the applicable Compounded Rate Terms.

Rollover Advance means one or more Advances:

(ix)made or to be made on the same day that a maturing Advance is due to be repaid;

(x)the aggregate amount of which is equal to or less than the amount of the maturing Advance;

(xi)in the same currency as the maturing Advance (unless it arose as a result of the operation of Clause 6.4 (No Alternative Currency)); and

(xii)made or to be made to the same Borrower for the purpose of refinancing a maturing Advance.

Sanctions means economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(1)the Office of Foreign Assets Control of the US Department of Treasury (OFAC);

(2)the United States of America Department of State;

(3)the United Nations Security Council;

(4)the European Union; or

(5)Her Majesty’s Treasury,

((a) to (e) together, the Sanctions Authorities).

Screen Rate means:

(i)in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

(ii)in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

and if such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Company.

Securitisation Entity means any special purpose vehicle created for the sole purpose of carrying out, or otherwise used for the purpose of carrying out, a Non-recourse Securitisation or any other member of the Group which is effecting Non-recourse Securitisations.

Separate Advance means an Advance which is treated as a separate Advance under Clauses 6.4, 9.1 or 11.4 of this Agreement.

Signing Date means 18 March 2019.

Standard Securitisation Undertakings means representations, warranties, covenants and indemnities entered into by any member of the Group from time to time which are customary in relation to Non-recourse Securitisations, including any performance undertakings with respect to servicing obligations or undertakings with respect to breaches of representations or warranties.

Sterling and £ means the lawful currency for the time being of the United Kingdom.

Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership and control for this purpose means the power to appoint a majority of the board of directors or other management board of the entity whether through the ownership of voting capital, by contract or otherwise.

Subsidised Loan Scheme means a loan scheme or subsidised or incentivised finance scheme or transaction operated by (or on behalf of), or guaranteed or insured by, Banco Nacional de

Desenvolvimento Economico e Social, Finame, Banco de Minas Gerais, a member country of the OECD, Argentina, Brazil, China, India, Russia, Republic of Serbia, South Africa or any governmental (central or local), intergovernmental, multilateral or supranational bank, body, agency, department or other authority (including but not limited to the European Investment Bank, the European Bank for Reconstruction and Development, the International Finance Corporation or any Export Credit Agency).

TARGET Day means any day on which TARGET2 is open for the settlement of payments in Euro.

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

Taxes includes all present and future taxes, charges, imposts, duties, levies, registration taxes or withholdings of any kind whatsoever, or any amount of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); and Tax and Taxation shall be construed accordingly.

Term Rate Advance means any Advance or, if applicable, Unpaid Sum which is not a Compounded Rate Advance.

Term Reference Rate means:

(iii)LIBOR; or

(iv)in relation to any Advance in euro, EURIBOR.

Termination Date means, subject to the exercise of the Extension Option, 18 March 2024.

Total Commitments means the aggregate of the Commitments of the Banks, being €4,000,000,000 as at the Signing Date.

Transfer Certificate means a document substantially in the form set out in Schedule 4 (Form of Transfer Certificate).

Transfer Date means, in relation to an assignment or a transfer, the later of:

(v)the proposed Transfer Date specified in the relevant assignment agreement or Transfer Certificate; and

(vi)the date on which the Facility Agent executes the relevant assignment agreement or Transfer Certificate.

Treasury Vehicle means:

(vii)each of CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America, Inc.; and

(viii)any other Subsidiary of the Company the primary purpose of which is borrowing funds, issuing securities or incurring Financial Indebtedness.

For the avoidance of doubt, Treasury Vehicle does not, and shall not be deemed to, include any Financial Services Subsidiary.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Financing Documents.

U.S. or US means the United States of America.

U.S. Debtor means an Obligor (that has not resigned as an Obligor in accordance with Clause 14 (Additional Obligors)) that is incorporated or organised under the laws of the United States of America or any State of the United States of America (including the District of Columbia) or that has a place of business or property in the United States of America.

US GAAP means generally accepted accounting principles in the United States of America as in effect from time to time.

U.S. Tax Obligor means:

(ix)a Borrower which is resident for tax purposes in the U.S.; or

(x)an Obligor, some or all of whose payments under the Financing Documents are from sources within the U.S. for U.S. federal income tax purposes.

VAT means value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental to that Act or in the Council Directive 2006/112/EU on the common system of value added tax or in any primary or secondary legislation promulgated by the European Union or any official body or agency of the European Union, and any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar Tax replacing or introduced in addition to any of the same.

Write-down and Conversion Powers means:

(xi)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(xii)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any

obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(xiii)in relation to any other applicable Bail-In Legislation:

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that Bail-In Legislation.

1.bHeadings

The headings in this Agreement are for convenience only and shall be ignored in construing this Agreement.

1.cInterpretation

In this Agreement (unless otherwise provided):

(i)words importing the singular shall include the plural and vice versa;

(ii)references to Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;

(iii)references to any Financing Document or any other document shall be construed as references to that Financing Document or that other document, as amended, varied, novated or supplemented;

(iv)references to any statute or statutory provision include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;

(v)references to a regulation include any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(vi)references to affiliate shall mean (i) in relation to any person, a Subsidiary of that person or a holding company of that person or any Subsidiary of that holding company, and (ii) as regards Natixis, also means any member of the BPCE group, including, without limitation, any member of the Banque Populaire and Caisse d'Epargne networks within the meaning of articles L.512-11, L.512-86 and L.512-106 of the French Monetary and Financial Code (Code monétaire et financier),

Banque Palatine and their respective subsidiaries from time to time. Notwithstanding the foregoing, in relation to National Westminster Bank PLC, the term affiliate shall not include (i) the U.K. government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the U.K. government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings;

(vii)references to assets shall include revenues and property and the right to revenues and property and rights of every kind, present, future and contingent and whether tangible or intangible (including uncalled share capital);

(viii)disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(ix)A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(1)any replacement page of that information service which displays that rate; and

(2)the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Company;

(x)A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate;

(xi)Any Compounded Rate Supplement relating to a currency overrides anything relating to that currency in:

(1)Schedule 12 (Compounded Rate Terms); or

(2)any earlier Compounded Rate Supplement;

(xii)A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(1)Schedule 13 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 14 (Cumulative Compounded RFR Rate), as the case may be; or

(2)any earlier Compounding Methodology Supplement;

(xiii)the determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement;

(xiv)references to outstanding shall mean, in relation to a Potential Default or a Default, a Potential Default or a Default which has not been remedied or waived;

(xv)the words including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

(xvi)references to member of the Group and member of the Industrial Group shall be construed as references to the Company or a Subsidiary of the Company or, as the case may be, an Industrial Subsidiary;

(xvii)the words other and otherwise shall not be construed ejusdem generis with any foregoing words where a wider construction is possible;

(xviii)references to a Party or a person shall be construed so as to include that Party or person's assigns, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state;

(xix)where the Majority Banks are required to act reasonably, that shall mean that each Bank is required to act reasonably;

(xx)references to a document being publicly available means that a document to be provided by an Obligor hereunder has been published on the official website of the Company;

(xxi)references to time are, unless a contrary intention is expressed, to London time; and

(xxii)when applying baskets, thresholds and similar thresholds to representations, covenants (other than the financial covenant in Clause 16 (Industrial Group Financial Covenant)) and events of default, in respect of any specified currency, the equivalent amount in any other currency shall be calculated as at the date of the relevant member of the Group incurring, committing to or making the relevant Financial Indebtedness, acquisition, disposal or other action. No Default, Potential Default, breach or misrepresentation shall occur merely as a result of a subsequent change in exchange rates.

1.dThird Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce any term of this Agreement.

1.eItalian terms

In this Agreement, a reference to:

(i)a winding-up, administration,dissolution or the like includes, without limitation, any scioglimento, liquidazione, procedura concorsuale (fallimento, concordato preventivo, liquidazione coatta amministrativa, amministrazione straordinaria or misure urgenti per la ristrutturazione industriale delle grandi imprese in stato di insolvenza), cessione dei beni ai creditori pursuant to article 1977 of the Italian Civil Code, implementing a piano di risanamento pursuant to Article 67, paragraph 3, letter d) of the Italian Insolvency Law entering into an accordo di ristrutturazione dei debiti pursuant to Article 182-bis of the Italian Insolvency Law, an accordo di ristrutturazione con

intermediari finanziari or a convenzione di moratoria pursuant to article 182-septies of the Italian Insolvency Law, filing a petition for a concordato preventivo – including the early petition pursuant to Article 161, paragraph 6, of the Italian Insolvency Law and any equivalent insolvency proceeding under any Italian law or regulation enacted or entered into force after the date of this Agreement, replacing, amending or integrating the Italian Insolvency Law, or entering into a similar arrangement for the majority of its creditors, or any other similar proceedings or legal concepts;

(ii)a receiver, administrative receiver, administrator or the like includes, without limitation, a curatore, commissario giudiziale, commissario straordinario, commissario liquidatore, liquidatore, or any other person performing the same function of each of the foregoing; and

(iii)a person being insolvent indicates a person which is in stato di insolvenza pursuant to Article 5 of the Italian Insolvency Law or any equivalent insolvency proceeding under any Italian law or regulation enacted or entered into force after the date of this Agreement, replacing, amending or integrating the Italian Insolvency Law.

1.fDutch terms

In this Agreement, where it relates to a Dutch entity, a reference to:

(i)The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands;

(ii)a winding-up, administration or dissolution (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(iii)an encumbrance includes any mortgage (hypotheek), pledge (pandrecht) and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

(iv)any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under Section 36(2) of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(v)a moratorium includes surseance van betaling and a moratorium is declared includes surseance verleend;

(vi)a trustee in bankruptcy or liquidator includes a curator or a beoogd curator;

(vii)an administrator includes a bewindvoerder or a beoogd bewindvoerder;

(viii)an attachment includes a beslag; and

(ix)a receiver or an administrative receiver does not include a curator or bewindvoerder.

1.gLuxembourg terms

In this Agreement, where it relates to a Luxembourg company, a reference to:

(i)a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

(ii)a receiver, administrative receiver, administrator or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur;

(iii)a security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect and any transfer of title by way of security; and

(iv)a person being unable to pay its debts as they fall due includes that person being in a state of cessation of payments (cessation de paiements).

1.hRestricted Bank

(i)The representations and undertakings under Clause 15.1(l) (Sanctions) and Clause 17.4(d) (Sanctions) (together the Sanctions Provisions) apply to any Obligor only if and to the extent the making of any such representations or compliance with any such undertakings does not result in a violation of, conflict with, or liability under the Council Regulation (EC) No. 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung - AWV) in connection with section 4 paragraph 1a no. 3 German Foreign Trade Law (Außenwirtschaftsgesetz - AWG) (as applicable to German residents (Inländer within the meaning of section 2 (15) of the German Foreign Trade Law (Außenwirtschaftsgesetz - AWG))) and/or any other applicable anti-boycott laws or regulations (together the Anti Boycott Regulations).

(ii)In relation to each Finance Party that notifies the Facility Agent to this effect (each a Restricted Finance Party), the Sanctions Provisions shall only apply for the benefit of that Restricted Finance Party to the extent that the Sanctions Provisions would not result in any violation of, conflict with or liability under any Anti Boycott Regulations.

(iii)The Facility Agent will only treat a Finance Party as a Restricted Finance Party if (and only if) it has received notice from that Restricted Finance Party under this Clause. The Facility Agent will notify CIFE of any notice received from a Finance Party under this Clause.

(iv)In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which a Restricted Finance Party does not have the benefit, pursuant to paragraph (b) above, the Commitments of that Restricted Finance Party will be excluded for the purpose of determining whether the consent of the Majority Banks has been obtained or whether the determination or direction by the Majority Banks has been made.

2.FACILITY

2.aFacility

(i)Subject to the terms of this Agreement, the Banks agree to make available to the Borrowers a Euro denominated multicurrency revolving loan facility in the maximum principal amount of €4,000,000,000.

(ii)Notwithstanding any other term of this Agreement, no Bank shall be obliged to lend more than its Commitment and the Original Euro Amount of all Advances shall not, at any time, exceed the Total Commitments.

(iii)The Facility shall be available in Euro and, subject to Clause 6 (Alternative Currencies), the Committed Currency and any Alternative Currency.

2.bIncrease

(i)Subject to paragraph (b) below, the Company may by giving prior notice to the Facility Agent by no later than the date falling ten Business Days after the effective date of a cancellation of:

(1)the Available Commitments of a Defaulting Bank in accordance with Clause 10.3 (Right of cancellation in relation to a Defaulting Bank); or

(2)the Commitments of a Bank in accordance with Clause 11.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate Original Euro Amount of up to the amount of the Available Commitments or Commitments so cancelled.

(ii)Subject to paragraph (c) below, the Company may by giving notice to the Facility Agent, request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) on the date set out in that notice (the Increase Date) in an aggregate Original Euro Amount of up to €400,000,000, provided that the Company may not deliver more than four notices to the Facility Agent pursuant to this paragraph (b).

(iii)The Facility Agent shall, as soon as reasonably practicable after an increase takes place, notify the Banks to the extent the Total Commitments are increased above an aggregate amount of €4,000,000,000.

(iv)Any increase of the Total Commitments pursuant to paragraphs (a) or (b) above, shall take effect as follows:

(1)the increased Commitments will be assumed by one or more Banks or other banks, financial institutions, trusts, funds or other entities (each an Increase Bank) selected by the Company (each of which shall not be a member of the Group or an affiliate of a member of the Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Bank corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Bank;

(2)each of the Obligors and any Increase Bank shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Bank would have assumed and/or acquired had the Increase Bank been an Original Bank;

(3)each Increase Bank shall become a Party as a Bank and any Increase Bank and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Bank and those Finance Parties would have assumed and/or acquired had the Increase Bank been an Original Bank;

(4)the Commitments of the other Banks shall continue in full force and effect; and

(5)any increase in the Total Commitments shall take effect:

(A)    on the date specified by the Company in the notice referred to above (which, in any event, shall be no earlier than the date falling three Business Days after the date of the notice referred to above); or

(B)    any later date on which the conditions set out in paragraph (e) below are satisfied.

(v)An increase in the Total Commitments will only be effective on:

(1)the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Bank;

(2)in relation to an Increase Bank which is not a Bank immediately prior to the relevant increase the performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Bank, the completion of which the Facility Agent shall promptly notify to the Company and the Increase Bank.

(vi)Each Increase Bank, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Bank or Banks in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(vii)Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Bank, the Company shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of €3,000 and the Company shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(viii)Notwithstanding anything to the contrary in this Agreement, if:

(1)there is an increase in the Total Commitments pursuant to paragraph (b) above which takes effect on an Increase Date which falls after the first Drawdown Date; and

(2)any Advance (excluding any Advance drawn on the proposed Increase Date) is outstanding on the proposed Increase Date:

(a)which does not mature on the proposed Increase Date; and

(b)in which the Banks are not participating pro rata to their Commitments,

the Borrower of that Advance shall prepay that Advance in full on the proposed Increase Date together with accrued interest thereon and any amounts payable under Clause 26.1 (Breakage Costs Indemnity).

2.cObligations Several

(i)The obligations of the Finance Parties under this Agreement are several.

(ii)The failure of a Finance Party to carry out its obligations under this Agreement shall not relieve any other Party of any of its obligations under this Agreement.

(iii)None of the Finance Parties shall be responsible for the obligations of any other Party under this Agreement.

2.dRights Several

(i)The rights of the Finance Parties under this Agreement are several. All amounts due, and obligations owed, to each of them are separate and independent debts or, as the case may be, obligations.

(ii)Each Finance Party may, except as otherwise stated in this Agreement, separately enforce its rights under this Agreement.

2.eLending Offices

(i)Subject as provided in paragraph (c) below, each Bank will participate in each Advance through its Lending Office. If any Bank changes its Lending Office for the purpose of this Agreement:

(1)that Bank will notify the Facility Agent and CIFE promptly of such change and, until it does so, the Facility Agent and CIFE will be entitled to assume that no such change has taken place; and

(2)any change of Lending Office by that Bank to a Designated Entity will only be effective upon performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such change of Lending Office to that Designated Entity, the completion of which the Facility Agent shall promptly notify to that Bank and the Company.

(ii)Any Bank may nominate a different Lending Office for the purposes of making Advances to any Borrower, in which event such Lending Office shall for the purposes of this Agreement be its Lending Office for such Advances but not otherwise.

(iii)If any Bank changes its Lending Office or nominates a different Lending Office for the purpose of the Facility and that change or nomination would (but for this paragraph (c) and as a result of laws or regulations in force or known to be coming into force at that time) result in any subsequent payment to that Bank in any amounts being required to be paid by any Obligor under Clause 11.2 (Increased Costs) or 12.10 (Grossing-up), the provisions of Clause 25.5 (Conditions to Assignments and Transfers) shall apply.

2.fDesignated Entities

(i)A Bank may designate an affiliate (a Designated Entity) as its Lending Office for the purpose of participating in Advances to a Borrower in a particular jurisdiction.

(ii)An affiliate of a Bank may be designated for the purposes of paragraph (a) above by:

(1)appearing in the list of Designated Entities in Schedule 9 (List of Designated Entities) of this Agreement and signing this Agreement as a Designated Entity; or

(2)acceding as a Designated Entity by signing an accession agreement substantially in the form of Schedule 10 (Form of Designated Entity Accession Agreement), provided that such accession by an affiliate of a Bank will only be effective upon performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such accession as a Designated Entity, the completion of which the Facility Agent shall promptly notify to that Bank and the Company.

(iii)A Designated Entity does not have any Commitment and does not have any obligations under this Agreement prior to such Designated Entity participating in an Advance.

(iv)When a Designated Entity participates in an Advance:

(1)subject to paragraph (e) below, it shall be entitled to all the rights of a Bank and have the corresponding obligations of a Bank, in each case under the Financing Documents relating to its Participation in any such Advances; and

(2)the other parties to the Financing Documents shall treat the Designated Entity as a Bank for these purposes.

The Designated Entity is a party to this Agreement for these purposes.

(v)For the purposes only of voting in connection with any Financing Document, the Participation of a Designated Entity in any outstanding Advances shall be deemed to be a Participation of the Related Lender.

(vi)A Related Lender will:

(1)so long as the relevant Designated Entity is able to do so, procure that, subject to the terms of this Agreement, that Designated Entity participates in Advances to the Borrower(s) in the relevant jurisdiction designated in accordance with this Clause; and

(2)subject to the terms of this Agreement, remain liable to participate in any Advance in the event that the Designated Entity is unable or fails to do so.

(vii)A Bank may revoke its designation of an affiliate as a Designated Entity by notice in writing to the Facility Agent and CIFE, provided that such notice may only take effect when there are no Advances outstanding to the Designated Entity. Upon such Designated Entity ceasing to be a Designated Entity, the Related Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Designated Entity.

(viii)Any notice or communication to be made to a Designated Entity shall be served directly on the Designated Entity at the address supplied to the Facility Agent by the Related Lender where the Related Lender or Designated Entity reasonably requests or, if no such request has been made, shall be delivered to the Related Lender in accordance with this Agreement.

(ix)A Designated Entity may assign or transfer any of its rights and obligations under this Agreement in respect of its Participation in any Advance (and the Related Lender may assign or transfer any corresponding Commitment) in accordance with Clause 25 (Assignments and Transfers).

3.PURPOSE

3.aPurpose

The Borrowers shall use the proceeds of all Advances for general corporate and working capital purposes of the Group, including without limitation the refinancing of existing indebtedness of the Group.

3.bNo Monitoring

None of the Finance Parties shall be obliged to investigate or monitor the use or application of the proceeds of the Advances.

4.CONDITIONS PRECEDENT

Notwithstanding any other term of this Agreement, none of the Finance Parties shall be under any obligation to make the Facility available to the Borrowers unless the Facility Agent has notified CIFE and the Banks that it has received all the documents listed in Part 1 of Schedule 2 (Conditions Precedent) (in form and content reasonably satisfactory to the Facility Agent).

5.DRAWDOWN

5.aDrawdown Period

Subject to the terms of this Agreement, an Advance shall be made to a Borrower at any time during the Drawdown Period when requested by means of a Drawdown Notice in accordance with this Clause 5. At the close of business on the last day of the Drawdown Period the undrawn amount of each Bank's Commitment shall be automatically cancelled.

5.bConditions to Each Advance

The obligation of each Bank to make available its Participation in an Advance is subject to the conditions that on the date on which the relevant Drawdown Notice is given and on the Drawdown Date:

(i)the representations and warranties in paragraphs (a) to (d) (inclusive) and (k), (l)(i), (m)(i) and (n)(i) (inclusive) of Clause 15.1 (Representations and Warranties) (taking into account the limitations in Clause 15.2 (Repetition)) are correct in all material respects; and

(ii)in the case of an Advance, no Default or Potential Default has occurred and is outstanding or would occur on the making of the Advance or, in the case of a Rollover Advance, no notice has been given under Clause 18.2 (Acceleration).

5.cDrawdown Notice

(i)Whenever a Borrower wishes an Advance to be made, it shall give a duly completed Drawdown Notice to the Facility Agent to be received not later than 10.00 a.m. on the third Business Day before the Drawdown Date.

(ii)A Drawdown Notice for an Advance may only be given on a London Business Day, which is also a day on which banks are generally open for business in Milan.

(iii)A Borrower must select the currency of an Advance in a Drawdown Notice. If the Borrower does not select a currency, the Advance shall be made in Euro.

(iv)A Drawdown Notice shall be irrevocable and the relevant Borrower shall be obliged to borrow in accordance with its terms.

5.dLimitations on Advances

The following limitations apply to Advances:

(i)the Drawdown Date of an Advance shall be a Business Day falling before the end of the Drawdown Period;

(ii)subject to paragraph (d) below, the principal amount of an Advance to be denominated in Euros shall be:

(1)a minimum of €50,000,000; or

(2)the amount of the Available Facility;

(iii)subject to paragraph (d) below, the principal amount of an Advance to be denominated in an Alternative Currency shall be:

(1)in an Original Euro Amount of at least €25,000,000 (and a round amount in that currency as the Facility Agent and the relevant Borrower may agree); or

(2)in an Original Euro Amount equal to the Available Facility;

(iv)no Advance shall be made if the making of that Advance would result in the aggregate Original Euro Amount of all Advances exceeding the Total Commitments or result in a breach of Clause 6.2(a) (Availability);

(v)no more than 15 Advances (disregarding Separate Advances) may be outstanding at any one time; and

(vi)in the case of an Advance denominated in an Alternative Currency, no such Advance shall be made if the requirements of Clause 6 (Alternative Currencies) are not met.

5.eNotification to Banks

The Facility Agent shall promptly (and by no later than 2.00 p.m. on the day it receives a Drawdown Notice) notify each Bank of the details of each Drawdown Notice received by it.

5.fParticipations

(i)Subject to the terms of this Agreement, each Bank acting through its Lending Office shall make available to the Facility Agent on the Drawdown Date for an Advance an amount equal to its Participation in that Advance and in the currency specified in the Drawdown Notice for that Advance.

(ii)For the purposes of paragraph (a) above, the Participation of a Bank in an Advance shall be the proportion borne by that Bank's Available Commitment to the Available Facility on the Drawdown Date of that Advance.

5.gExtension Option

(i)The Company may by notice to the Facility Agent (the Initial Extension Request) substantially in the form of Schedule 8 (Form of Extension Request) given not more than 60 days and not less than 30 days before the first anniversary of the Signing Date, request that the Termination Date be extended for a further period of 12 months (the First Extended Termination Date).

(ii)The Company may by notice to the Facility Agent (the Second Extension Request) substantially in the form of Schedule 8 (Form of Extension Request) given not more than 60 days and not less than 30 days before the second anniversary of the Signing Date, request that the Termination Date:

(1)with respect to Banks who have agreed to the Initial Extension Request, be extended for a further period of 12 months from the First Extended Termination Date; and/or

(2)if no Initial Extension Request has been made, or with respect to Banks who refused the Initial Extension Request, be extended for a period of 24 months.

(iii)The Facility Agent must promptly notify the Banks of any Initial Extension Request or Second Extension Request (each an Extension Request).

(iv)Each Bank may, in its sole discretion, agree to any Extension Request.

(v)Each Bank that agrees to an Extension Request will extend the Termination Date applicable to its Commitment for the further period requested by the Company in its Extension Request from the then current Termination Date applicable to its Commitment and the Termination Date with respect to the Commitment of that Bank will be extended accordingly.

(vi)Each Bank shall use reasonable efforts to respond to an Extension Request within 15 days of it being given. If no consent is received from a Bank by the first, or as the case may be, the second anniversary of the Signing Date, that Bank will be deemed to have declined the relevant Extension Request and the Termination Date applicable to its Commitments will not be extended pursuant to that Extension Request (without prejudice to the Company’s right to deliver an additional Extension Request as contemplated in paragraph (b) above).

(vii)At any time after the Company has delivered an Extension Request to the Facility Agent, the Facility Agent shall upon reasonable request by the Company inform and update the Company of the identity of the Banks which have accepted or (as relevant) rejected any Extension Request. On the date falling 15 days after the date on which an Extension Request has been given, the Facility Agent shall notify the Company of the aggregate amount of Commitments which will be extended. On the date falling on the anniversary of the Signing Date immediately following the giving of the Extension Request, the Facility Agent shall notify the Company and each Bank of the aggregate amount of Commitments which have been extended.

(viii)Each Extension Request is irrevocable.

(ix)At any time when more than one Termination Date is applicable to the Commitments of the Banks:

(1)references to the Termination Date shall be construed as references to the applicable Termination Date and defined terms in this Agreement which refer to the definition of Termination Date shall be construed accordingly; and

(2)if, but for this sub-paragraph (ii), a Bank (a Relevant Bank) would be obliged to participate in an Advance the Interest Period of which would end after the Termination Date applicable to that Bank’s Commitment, the Interest Period in respect of the Participations in that Advance for each Relevant Bank shall be shortened such that it ends on the applicable Termination Date and will be treated as a separate Advance.

6.ALTERNATIVE CURRENCIES

6.aRequests for Alternative Currency

Subject to Clause 6.2 (Availability), a Borrower may request in a Drawdown Notice that an Advance be denominated in an Alternative Currency.

6.bAvailability

(i)A Borrower may request that an Advance be denominated in Euros or an Alternative Currency provided that (other than in respect of a request for the Committed Currency) the Facility Agent has confirmed to that Borrower that the Alternative Currency is available for drawing under the Facility and any limit on the aggregate Original Euro Amount of Advances which may be outstanding at any time in that currency (and the Facility Agent shall provide such confirmation of the available limit promptly upon request by the relevant Borrower).

(ii)The Original Euro Amount of Advances outstanding at any time in any Alternative Currency may not exceed the limit (if any) specified for that currency by the Facility Agent pursuant to paragraph (a) above.

6.cNotification to Banks

The Facility Agent shall promptly notify each Bank of the currency and Original Euro Amount of each Advance to be denominated in an Alternative Currency.

6.dNo Alternative Currency

If, no later than 5.00 p.m. on the third Business Day before the first day of an Interest Period in relation to an Advance which is proposed to be denominated in an Alternative Currency (other than the Committed Currency), a Bank notifies the Facility Agent that:

(i)the proposed Alternative Currency is not readily available to it in the amount required to fund its Participation in that Advance; or

(ii)compliance with its obligation to participate in an Advance in the proposed Alternative Currency would contravene a law or a regulation or guideline (having the force of law or being of a type which banks in the relevant interbank market customarily comply) applicable to it,

the Facility Agent shall notify the relevant Borrower and the Banks by 9.00 a.m. on the second Business Day before the first day of the Interest Period relating to the Advance. In this event, the relevant Borrower and the Banks may agree that the Advance shall not be made, provided that, in the absence of such agreement by 11.00 a.m. on the same day, the Advance shall be made and either (at the option of the relevant Borrower) (i) the Advance will be denominated in its entire amount in Euros or the Committed Currency (as the relevant Borrower shall, by notice served on the Facility Agent prior to such time, select) or (ii) each Bank will participate in the Advance in the chosen Alternative Currency, save that each Bank that gives notice pursuant to this Clause 6.4 will participate in the Advance in Euros or the Committed Currency (as the relevant Borrower shall, by notice served on the Facility Agent prior to such time, select) in an amount equal to that Bank's proportion of that Advance and its participation will be treated as a separate Advance denominated in Euros or, as the case may be, the Committed Currency during that Interest Period (with an Interest Period as set out in the relevant Drawdown Notice).

7.RATE SWITCH

7.aSwitch to Compounded Reference Rate

Subject to Clause 7.2 (Delayed switch for existing Term Rate Advances), on and from the Rate Switch Date for a Rate Switch Currency:

(1)use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for Advances in that Rate Switch Currency; and

(2)any Advance or Unpaid Sum in that Rate Switch Currency shall be a "Compounded Rate Advance" and Clause 8.2 (Interest Rate – Compounded Rate Advances) shall apply to each such Advance or Unpaid Sum.

7.bDelayed switch for existing Term Rate Advances

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Advance in that currency:

(1)that Advance shall continue to be a Term Rate Advance for that Interest Period and Clause 8.1 (Interest Rate – Term Rate Advances) shall continue to apply to that Advance for that Interest Period;

(2)any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Advance for that Interest Period; and

(3)on and from the first day of the next Interest Period (if any) for that Advance:

(a)that Advance shall be a "Compounded Rate Advance"; and

(b)Clause 8.2 (Interest Rate – Compounded Rate Advances) shall apply to that Advance.

7.cNotifications by Agent

(i)Subject to paragraph (c) below, following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Facility Agent shall:

(1)promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the Banks of that occurrence; and

(2)promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Company and the Banks of that date.

(ii)The Facility Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Company and the Banks of that occurrence.

(iii)The Parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger Event in relation to Dollars, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event will be 31 March 2023, and that the Facility Agent is not under any obligation under paragraph (a) above to notify any Party of such Rate Switch Trigger Event or Rate Switch Trigger Event Date resulting from the FCA Cessation Announcement. The definition of Quoted Tenor with respect to USD LIBOR periods shall, for all purposes under this Agreement, be construed in accordance with the preceding sentence.

(iv)For the purposes of paragraph (c) above, the "FCA Cessation Announcement" means the announcement on 5 March 2021 by the UK's Financial Conduct Authority that all LIBOR settings will, as of certain specified future dates, either cease to be provided by any administrator or no longer be representative of the market and economic reality that they are intended to measure and that such representativeness will not be restored.

8.INTEREST

8.aInterest Rate – Term Rate Advances

The rate of interest on each Term Rate Advance for an Interest Period is the percentage rate per annum which is the aggregate of:

(1)the applicable Margin; and

(2)Term Reference Rate.

8.bInterest Rate – Compounded Rate Advances

(i)The rate of interest on each Compounded Rate Advance for any day during an Interest Period is the percentage rate per annum which is the aggregate of:

(1)the applicable Margin; and

(2)Compounded Reference Rate for that day.

(ii)If any day during an Interest Period for a Compounded Rate Advance is not an RFR Banking Day, the rate of interest on that Compounded Rate Advance for that day will be the rate applicable to the immediately preceding RFR Banking Day.

8.cInterest Periods

(i)Subject to paragraph (b) and (c) below, interest payable on each Advance to be made in any currency other than Euros and (after the relevant Rate Switch Date) Dollars and Sterling, shall be calculated by reference to Interest Periods of one, two, three or six Months' duration (or any other period not less than one Month or exceeding six Months as agreed by the Company and the Facility Agent (acting on the instructions of the Majority Banks)), as selected by the relevant Borrower in accordance with this Clause 8.3.

(ii)In respect of Euros and (prior to the relevant Rate Switch Date) Dollars and Sterling, interest payable on each Advance to be made in Euros, Dollars or Sterling shall be calculated by reference to Interest Periods of one, three or six Months' duration (or any other period not exceeding six Months agreed by the Company and the Facility Agent (acting on the instructions of the Majority Banks)) as selected by the relevant Borrower in accordance with this Clause 8.3.

(iii)From the relevant Rate Switch Date, interest payable on each Advance made in Dollars or Sterling shall be calculated by reference to Interest Periods in accordance with paragraph (a) above.

(iv)The relevant Borrower shall select an Interest Period for an Advance in the Drawdown Notice.

(v)If the relevant Borrower fails to select an Interest Period for an Advance in accordance with paragraph (a) or (b) above, that Interest Period shall, subject to the other provisions of this Clause 8 be:

(1)three Months for each Term Rate Advance to be made in Dollars or Sterling; or

(2)one Month for each Term Rate Advance to be made in any other currency; or

(3)if the Advance is a Compounded Rate Advance, any period specified in respect of that currency in Schedule 12 in the applicable Compounded Rate Terms.

(vi)If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall instead end on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(vii)If the Advance or Unpaid Sum is a Compounded Rate Advance and there are rules specified as "Business Day Conventions" for the currency of that Advance or Unpaid Sum in the applicable

Compounded Rate Terms, those rules shall apply to each Interest Period for that Advance or Unpaid Sum.

(viii)If an Interest Period begins on the last Business Day in a calendar month or on a Business Day for which there is no numerically corresponding day in the calendar month in which that Interest Period is to end, it shall end on the last Business Day in that later calendar month.

(ix)If an Interest Period would otherwise extend beyond the Termination Date, it shall be shortened so that it ends on the Termination Date.

(x)No Interest Period for a Compounded Rate Advance shall be longer than six Months.

8.dUnavailability of Screen Rate prior to Rate Switch Date

(i)If no Screen Rate is available for EURIBOR or, if applicable, LIBOR for the Interest Period of an Advance, the applicable EURIBOR or LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Advance.

(ii)If no Screen Rate is available for EURIBOR or, if applicable, LIBOR for:

(1)the currency of an Advance; or

(2)the Interest Period of an Advance and it is not possible to calculate the Interpolated Screen Rate,

the interest rate on that Advance shall be calculated in accordance with Clause 11.3 (Market Disruption).

8.eMargin Adjustments

(i)The initial Margin is 0.5333 per cent. per annum.

(ii)Subject to the other provisions of this Clause 8.5, the Margin shall be determined in accordance with the table below:

Column 1 Long-term corporate credit rating of the Company/corporate family rating (as applicable)		Column 2 Margin (per cent. per annum)
S&P/Fitch	Moody's
BBB+ or above	Baa1 or above	0.275
BBB	Baa2	0.40
BBB-	Baa3	0.60
BB+	Ba1	0.90
BB or below/unrated	Ba2 or below/unrated	1.25

(iii)CIFE must promptly notify the Facility Agent of any change by a Rating Agency of the Company's long-term corporate credit rating/corporate family rating (as applicable) which occurs after the Signing Date. If the long-term corporate credit rating/corporate family rating (as applicable) given to the Company by any Rating Agency is such that a different Margin is applicable to each rating,

the applicable Margin will be the average (rounded to four decimal places and to the nearest decimal place) of the Margins applicable to the relevant ratings as set out in the table in paragraph (b) above.

(iv)If only one or two Rating Agencies assign long-term corporate credit ratings/corporate family ratings (as applicable) to the Company, the Margin will be determined on the basis of that or those ratings in accordance with paragraphs (b) and (c) above.

(v)Any change in the Margin will, subject to paragraph (f) below, apply on the Business Day following receipt by the Facility Agent of notice of the change in rating from CIFE.

(vi)For so long as a Default is outstanding or no Rating Agency assigns a long-term corporate credit rating/corporate family rating (as applicable) to the Company, the Margin will be the highest applicable rate, being 1.25% per annum.

8.fDefault Interest

(i)If an Obligor fails to pay any amount payable under any Financing Document on the due date, it shall pay default interest on the overdue amount from the due date to the date of actual payment calculated by reference to successive Interest Periods (each of such duration as the Facility Agent may acting reasonably select and the first beginning on the relevant due date) at the rate per annum being the aggregate of (i) one per cent. per annum, (ii) the applicable Margin, and (iii) the Term Reference Rate or Compounded Reference Rate (as applicable).

(ii)So long as the overdue amount remains unpaid, the default interest rate shall be recalculated in accordance with the provisions of this Clause 8.6 on the last day of each such Interest Period and any unpaid interest shall be compounded at the end of each Interest Period.

8.gCalculation and Payment of Interest

(i)At the beginning of each Interest Period, the Facility Agent shall notify the Banks and the relevant Borrower of the duration of that Interest Period and the rate and amount of interest payable for the Interest Period (but in the case of any default interest calculated under Clause 8.6 (Default Interest), any such notification need not be made more frequently than weekly) relating to a Term Rate Advance. Each notification shall set out in reasonable detail the basis of computation of the amount of interest payable.

(ii)The Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

(1)the relevant Borrower of that Compounded Rate Interest Payment;

(2)each relevant Bank of the proportion of that Compounded Rate Interest Payment which relates to that Bank's participation in the relevant Compounded Rate Advance; and

(3)the relevant Banks and the relevant Borrower of:

(a)each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

(b)to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Advance.

(iii)The Facility Agent shall promptly notify the Borrower (or the Company) of any Funding Rate.

(iv)This Clause 8.7 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

(v)Interest due from the Borrowers under this Agreement shall:

(1)accrue from day to day at the rate calculated under this Clause 8 and subject to paragraph (f) below, without rounding;

(2)except as otherwise provided in this Agreement, be paid by the relevant Borrower to the Facility Agent (for the account of the Banks) in arrear on the Repayment Date relating to each Advance, provided that for any Interest Period which is for longer than six Months, the relevant Borrower shall pay interest six Monthly in arrear as well as on the relevant Repayment Date;

(3)be calculated on the basis of the actual number of days elapsed and a 360 day year (or, in respect of interest due on Advances denominated in Sterling, a 365 day year) or, if different, such number of days as is market practice for the relevant currency; and

(4)be payable both before and after judgment.

(vi)The aggregate amount of any accrued interest, which is, or becomes, payable by a Borrower under a Financing Document shall be rounded to 2 decimal places.

8.hFacility Agent's Determination

The determination by the Facility Agent of any interest payable under this Clause 8.8 shall be conclusive and binding on the relevant Borrower in the absence of manifest error.

8.iItalian law

With respect to any Italian Obligor:

(i)the rate of interest applicable to any Loan under this Agreement (including the relevant component of any applicable fee and expense and, for the avoidance of any doubt, any amount paid under Clause 8.6 above) determined as of the date of execution of this Agreement is considered in good faith by the relevant Italian Obligor to be in compliance with Law No. 108 of 7 March 1996 (as amended and/or restated from time to time, the Italian Usury Law);

(ii)in any event, if, pursuant to a change in law or in the official interpretation of Italian Usury Law, the rate of interest applicable to a Loan or the default rate of interest at any time during the life of this Agreement is deemed to exceed the maximum rate permitted by Italian Usury Law, then the relevant interest rate or default rate applicable to the Italian Obligor (also in its capacity as Italian Guarantor) shall immediately be reduced to the maximum admissible interest rate pursuant to such legislation, for the period during which it is not possible to apply the interest rate as originally agreed in this Agreement; and

(iii)the amount of interest on overdue amounts payable by an Italian Obligor under this Agreement shall only be compounded in accordance with and to the extent permitted by article 1283 of the Italian Civil Code, article 120 of the Italian Banking Act and any relevant implementing regulation, each as amended, supplemented or implemented from time to time.

9.REPAYMENT AND PREPAYMENT

9.aRepayment

(i)Subject to paragraph (b) below, the relevant Borrower shall repay each Advance in full on the Repayment Date relating to that Advance.

(ii)If all or part of an existing Advance made to a Borrower is to be repaid from the proceeds of all or part of a new Advance to be made to that Borrower and denominated in the same currency as that existing Advance then, as between each Bank and that Borrower, the amount to be repaid by that Borrower to that Bank shall be set off against the amount to be advanced by that Bank in relation to the new Advance and the party to whom the smaller amount is to be paid shall pay to the other party a sum equal to the difference between the two amounts.

(iii)At any time when a Bank becomes a Defaulting Bank, the maturity date of each of the Participations of that Bank then outstanding will be automatically extended to the Termination Date and will be treated as separate Advances (for the purposes of this Clause, each a Termed-out Advance) denominated in the currency in which the relevant Participations are outstanding.

(iv)A Borrower to whom a Termed-out Advance is outstanding may prepay that Advance by giving ten Business Days' prior notice to the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Bank concerned as soon as practicable on receipt.

(v)Interest in respect of a Termed-out Advance will accrue for successive Interest Periods selected by the relevant Borrower by the time and date specified by the Facility Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Bank on the last day of each Interest Period of that Advance.

(vi)The terms of this Agreement relating to Advances generally shall continue to apply to Termed-out Advances other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Termed-out Advance.

9.bVoluntary Prepayment

(i)Subject to Clause 9.3 (Voluntary Prepayment – Compounded Rate Advances) below, the Borrower of an Advance may, by giving the Facility Agent not less than:

(1)in the case of a Term Rate Advance, three Business Days' prior notice; or

(2)in the case of a Compounded Rate Advance, five RFR Banking Days’ prior notice

prepay the whole or part of that Advance (but if in part, in a minimum Original Euro Amount of €25,000,000 rounded as the Facility Agent may, after consultation with the relevant Borrowers, direct).

(ii)Any notice of prepayment shall be irrevocable, shall specify the date on which the prepayment is to be made and the amount of the prepayment, and shall oblige the relevant Borrower to make that prepayment. The Facility Agent shall promptly notify the Banks of receipt of any such notice.

9.cVoluntary Prepayment – Compounded Rate Advances

No voluntary prepayment of a Compounded Rate Advance may be made if it would result in more than four voluntary prepayments of such Advances (whether in whole or in part) in any twelve-Month period.

9.dMandatory prepayment – change of control and invalidity event

(i)For the purposes of this Clause:

Change of Control means:

(1)the Company ceasing to be the direct or indirect beneficial owner of shares in the issued share capital of each of the other Obligors carrying the right to exercise more than 50% of the votes exercisable at a general meeting of each of the other Obligors (or, in respect of an Italian Obligor, at the ordinary shareholders meeting (assemblea ordinaria dei soci) of such Italian Obligor) or otherwise ceasing to exercise Control over each such other Obligor (in each case, other than an Obligor that has ceased to be an Obligor in accordance with Clause 14.3 (Resignation of an Obligor)); or

(2)any person or group of persons acting in concert (other than a Related Party) gaining Control of the Company, provided that a person or group of persons acting in concert shall be deemed not to Control the Company unless such person or group of persons is the beneficial owner of both (x) more than 30 per cent. of the voting share capital of the Company; and (y) a greater percentage ownership of the voting share capital of the Company than the Related Parties (in aggregate),

provided that it will not be a Change of Control for a new holding company of the Group (New Holdco) to be established which:

(a)is owned by substantially the same shareholders that owned the Company immediately prior to the establishment of New Holdco (disregarding any change to such shareholders (whether by way of trading activity or issuance and sale of shares or convertible or exchangeable securities) which had such change occurred other than in connection with the establishment of New Holdco, would not have resulted in a Change of Control);

(b)owns 100% of the share capital of the Company or is the surviving entity following a merger with the Company pursuant to which New Holdco succeeds to all the rights and assumes all the liabilities of the Company (and appropriate legal opinions from counsel in the jurisdiction of New Holdco are given confirming such succession);

(c)simultaneously becomes a Guarantor whether through succession or accession as an Additional Guarantor; and

(d)is incorporated and tax resident in any Member State of the European Union or in any state of the United States of America, or another jurisdiction approved by all the Banks.

Control for the purposes of this Clause 9.4 means the ownership of more than 50% of the voting share capital of an entity or the power to appoint a majority of the board of directors or other management board of that entity whether through the ownership of voting capital, by contract or otherwise.

Invalidity Event means it is unlawful for any of the Obligors to perform or comply with any of its obligations under any Financing Document or, subject to the Reservations, any of those obligations is not legal, valid, binding, effective or enforceable.

Related Party for the purpose of this definition means Giovanni Agnelli B.V. or any of its Subsidiaries.

(ii)If a Change of Control occurs:

(1)the Company or CIFE shall promptly notify the Facility Agent upon becoming aware of that event;

(2)during the period beginning on (and including) the later of the date on which the Change of Control occurs and the date on which the Facility Agent is notified of such event under subparagraph (b)(i) above, and ending on (but excluding) the day falling 30 days thereafter (the 30-day period), no Borrower may request or have made to it or issued on its behalf any Advances unless otherwise agreed by the Majority Banks; and

(3)the Facility Agent (if so instructed by the Majority Banks) shall, by not less than five Business Days' notice to the Company (which notice may only be given during the 30-day period, and not otherwise), cancel the Total Commitments and declare all outstanding Advances, together with accrued interest, and all other amounts accrued under the Financing Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

(iii)If an Invalidity Event occurs:

(1)the Company or CIFE shall promptly notify the Facility Agent upon becoming aware of that event;

(2)no Borrower may request or have made to it or issued on its behalf any Advances unless otherwise agreed by the Majority Banks; and

(3)the Facility Agent (if so instructed by the Majority Banks) shall, by not less than five Business Days' notice to the Company, cancel the Total Commitments and declare all outstanding Advances, together with accrued interest, and all other amounts accrued under the Financing Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

9.eAccrued Interest and Broken Funding Costs

Any prepayment shall be made together with accrued interest on the amount prepaid and any amounts payable under Clause 26.1 (Breakage Costs Indemnity).

9.fEffect of Repayment or Prepayment

Any amount repaid or prepaid may, subject to the provisions of this Agreement, be re-borrowed.

9.gLimitation

The Borrowers may not repay or prepay all or any part of the Loan except as expressly provided in this Agreement.

9.hApplication of prepayments

Any prepayment in part of an Advance pursuant to Clauses 9.2 (Voluntary Prepayment) shall be applied pro rata to each Bank’s Participation in that Advance.

10.CANCELLATION

10.aCancellation

(i)CIFE may during the Drawdown Period, by giving the Facility Agent not less than three Business Days' prior notice, cancel all or part of the Available Facility (but if in part, in a minimum amount of €25,000,000).

(ii)Each Bank which is a party to (or which is the affiliate of a Bank party to) the Existing Facility agrees (or confirms on behalf of its affiliate) that the Available Facility under and as defined in the Existing Facility may be cancelled in full immediately upon receipt by the facility agent under the Existing Facility of notice of cancellation from CIFE of that Available Facility.

(iii)Notwithstanding paragraph (a) above, if the Facility is refinanced or replaced by a facility to which Banks or affiliates of Banks who together constitute the Majority Banks are party, the Available Facility may be cancelled immediately upon receipt by the Facility Agent of notice from CIFE of cancellation of the Available Facility in full.

10.bAutomatic Cancellation

The Available Commitments of each Bank will be automatically cancelled at the close of business on the last day of the Drawdown Period.

10.cRight of cancellation in relation to a Defaulting Bank

(i)If any Bank becomes a Defaulting Bank, the Company may, at any time whilst the Bank continues to be a Defaulting Bank, give the Facility Agent ten Business Days' notice of cancellation of each Available Commitment of that Bank.

(ii)On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Bank shall immediately be reduced to zero.

(iii)The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Banks.

10.dNotice

Any notice of cancellation shall be irrevocable and shall specify the date on which the cancellation shall take effect and the amount of the cancellation. The Facility Agent shall promptly notify the Banks of receipt of any such notice.

10.eEffect of Cancellation

The Borrowers may not borrow any part of the Facility which has been cancelled. Any cancellation made in accordance with this Clause 10 and of the Available Facility shall reduce the Commitments rateably.

10.fLimitation

The Borrowers may not cancel all or part of the Facility except as expressly provided in this Agreement.

11.CHANGES IN CIRCUMSTANCES

11.aIllegality

If it is or becomes illegal for a Bank to maintain its Commitment or to continue to make available or fund its Participation in any Advance, then:

(i)that Bank shall notify the Facility Agent and the relevant Borrower or Borrowers; and

(ii)the Commitment of that Bank shall be cancelled immediately; and

(iii)the relevant Borrower or Borrowers shall prepay to the Facility Agent (for the account of that Bank) that Bank's Participation in all Advances (together with accrued interest on the amount prepaid and all other amounts owing to that Bank under this Agreement) within five Business Days of demand by that Bank (or, if permitted by the relevant law and if requested by the relevant Borrower, on the next Repayment Date of the relevant Advances).

Any such prepayment under paragraph (c) above shall be subject to Clause 26.1 (Breakage Costs Indemnity).

11.bIncreased Costs

(i)If, after the Signing Date, a Change occurs which causes an Increased Cost (as defined in paragraph (c) below) to a Bank (or any company of which that Bank is a Subsidiary) then the relevant Borrower shall pay (as additional interest) to the Facility Agent (for the account of that Bank) within ten Business Days of demand all amounts which that Bank certifies to be necessary to compensate that Bank (or any company of which that Bank is a Subsidiary) for the Increased Cost.

(ii)Any demand made under paragraph (a) above shall be made by the relevant Bank through the Facility Agent and shall set out in reasonable detail, so far as is practicable, the basis of computation

of the Increased Cost, provided that the relevant Bank will not be obliged to divulge any confidential or sensitive information in providing such computation.

(iii)In this Clause 11.2:

Increased Cost means any cost to, or reduction in the amount payable to, or reduction in the return on capital or regulatory capital achieved by, a Bank (or any company of which that Bank is a Subsidiary) to the extent that it arises, directly or indirectly, as a result of the Change and is attributable to the Commitment or Participation in any Advance of that Bank or the funding of that Bank's Participation in any Advance including any liability to make any payment on account of Tax or otherwise (other than Tax on Overall Net Income) on or calculated by reference to the amount of such Bank's Participation in any Advance and/or any sum received or receivable by it hereunder.

Tax on Overall Net Income means, in relation to a Bank, Tax (other than Tax deducted or withheld from any payment) that is imposed on the net income of that Bank or that is a branch profits tax, if such Tax is imposed by the jurisdiction in which its Lending Office or its head office is situated.

(iv)None of the Borrowers shall be obliged to make a payment in respect of an Increased Cost under this Clause 11.2 if and to the extent that the Increased Cost:

(1)has been compensated for by the operation of Clause 12.10 (Grossing-up) (or which would have been compensated for under Clause 12.10 but was not so compensated solely because of an exclusion in paragraph (g) or paragraph (i) of Clause 12.10);

(2)is attributable to the wilful breach by a Bank (or any company of which that Bank is a Subsidiary) of any law or regulation;

(3)is attributable to amounts for which a Finance Party and/or its affiliates are liable in respect of (A) the UK bank levy as set out in the Finance Act 2011 and subsequent legislation; or (B) the Dutch bank levy tax (bankenbelasting); or (C) bank levy imposed in any other jurisdiction (whether by reference to assets or liabilities or both), in each case in effect or, in the case of a change of rate, announced as intended to apply with effect as of the Signing Date; or

(4)is attributable to a FATCA Deduction required to be made by a Party.

(v)If any of the Borrowers is required to pay any amount to a Bank under this Clause 11.2, then, without prejudice to that obligation and so long as the circumstances giving rise to the relevant Increased Cost are continuing and subject to the affected Borrowers giving the Facility Agent and that Bank not less than five Business Days' prior notice (which shall be irrevocable), the affected Borrowers may prepay all, but not part, of that Bank's Participation in the Advances together with accrued interest on the amount prepaid. Any such prepayment shall be subject to Clause 26.1 (Breakage Costs Indemnity). On any such prepayment the Commitment of the relevant Bank shall be automatically cancelled.

(vi)In the event that the affected Borrowers over-compensate a Bank under this Clause 11.2, such Bank shall promptly return to the relevant Borrower or Borrowers an amount equal to the amount of over-compensation.

11.cMarket Disruption

(i)If, in relation to a Term Rate Advance and a particular Interest Period therefor selected by the relevant Borrower in accordance with Clause 8.3 (Interest Periods):

(1)the Facility Agent determines that, because of circumstances affecting the relevant interbank market generally, at or about noon on the Rate Fixing Day for the relevant Interest Period that no Screen Rate or Interpolated Screen Rate is available for the purposes of ascertaining EURIBOR or, as the case may be, LIBOR for that Advance for that Interest Period; or

(2)the Facility Agent has been notified, on or prior to the Rate Fixing Day, by a group of Banks whose Commitments together exceed 40 per cent. of the Total Commitments that in their reasonable opinion matching deposits may not be available to them in the relevant interbank market in the ordinary course of business to fund their Participations in that Advance for that Interest Period.

the Facility Agent shall promptly notify the relevant Borrower and the Banks of that event (such notice being a Market Disruption Notice).

(ii)If a Market Disruption Notice applies to a proposed Term Rate Advance, that Term Rate Advance shall not be made unless the relevant Borrower so requests. The Facility Agent and the relevant Borrower shall immediately enter into negotiations in good faith for a period of not more than 30 days with a view to agreeing to a substitute basis for calculating the interest rate for the Term Rate Advance or for funding the Term Rate Advance (whether in Euros or another currency). Any substitute basis agreed by the Facility Agent (with the consent of all the Banks) and the relevant Borrower shall take effect in accordance with its terms and be binding on all the Parties.

(iii)If a Market Disruption Notice applies to an outstanding Term Rate Advance or a proposed Term Rate Advance that the relevant Borrower has requested shall be made and, in each case, in respect of a particular Interest Period, then:

(1)the Facility Agent and the relevant Borrower shall immediately enter into negotiations in good faith for a period of not more than 30 days with a view to agreeing a substitute basis for calculating the rate of interest for the Term Rate Advance (whether in Euros or another currency) for such Interest Period;

(2)any substitute basis agreed under subparagraph (i) above by the Facility Agent (with the consent of all the Banks) and the relevant Borrower shall take effect in accordance with its terms and be binding on all the Parties;

(3)if no substitute basis is agreed under sub-paragraph (i) above, then, subject to paragraph (d) below, each Bank shall (through the Facility Agent) certify one day before the first day of such Interest Period a substitute basis for maintaining its Participation in the Term Rate Advance which shall reflect the cost to that Bank of funding its Participation in the Term Rate Advance from whatever sources it selects plus the Margin applicable to that Bank's Participation in the Term Rate Advance and the rate payable to each Bank shall be the weighted average funding cost of all Banks (as certified by those Banks) plus the Margin;

(4)in determining the weighted average funding cost of all Banks, the cost of any Bank that fails to provide a substitute basis for maintaining its Participation in the Term Rate Advance in accordance with sub-paragraph (iii) above shall be disregarded; and

(5)the weighted average funding costs so certified shall be binding on the relevant Borrower and the certifying Banks and treated as part of this Agreement.

(iv)So long as the circumstances giving rise to the Market Disruption Notice continue and subject to the relevant Borrower giving the Facility Agent and the Banks not less than three Business Days' prior notice (which shall be irrevocable), the relevant Borrower may prepay the Advance to which the Market Disruption Notice applies together with accrued interest on the amount prepaid. Any such prepayment shall be subject to Clause 26.1 (Breakage Costs Indemnity).

(v)In the case of a Compounded Rate Advance, if:

(1)a Market Disruption Rate is specified in the Compounded Rate Terms for that Advance; and

(2)before the Reporting Time for that Compounded Rate Advance, the Facility Agent receives notifications from a Bank or Banks (whose Commitments together exceed 40 per cent. of that Compounded Rate Advance) that its cost of funds relating to its participation in that Advance would be in excess of that Market Disruption Rate,

then paragraph (c) shall apply to that Advance for the relevant Interest Period (and references to “Term Rate Advance” in that clause shall be deemed to be references to “Compounded Rate Advance” for the purposes of this paragraph (e)).

11.dMitigation

If any circumstances arise in respect of any Bank which would, or upon the giving of notice would, result in the operation of Clause 11.1 (Illegality), 11.2 (Increased Costs), 11.3 (Market Disruption),12.10 (Grossing-up) or 21.5 (Documentary Taxes Indemnity) to the detriment of the relevant Obligor or Obligors, then that Bank shall:

(1)promptly upon becoming aware of those circumstances and their results, notify the Facility Agent and the relevant Obligor; and

(2)in consultation with the Facility Agent and the relevant Obligor, take all such steps as it determines are reasonably open to it to mitigate the effects of those circumstances (including changing its Lending Office or consulting with the relevant Obligor with a view to transferring some or all of its rights and obligations under this Agreement to another bank or other financial institution acceptable to the relevant Obligor) in a manner which will avoid the circumstances in question and on terms acceptable to the Facility Agent, the relevant Obligor and that Bank,

provided that no Bank shall be obliged to take any steps which in its opinion would or might have an adverse effect on its business or financial condition or the management of its Tax affairs or cause it to incur any material costs or expenses.

11.eCertificates

The certificate or notification of the Facility Agent or, as the case may be, the relevant Bank as to any of the matters referred to in this Clause 11 shall be in reasonable detail and shall be prima facie evidence of the matters to which they relate.

12.PAYMENTS

12.aPlace and Time

All payments by the Obligors or a Bank under each Financing Document shall be made to the Facility Agent, in each case to such account of the Facility Agent in the principal financial centre of the country of that currency (or in relation to Euro, in a principal financial centre in a Participating Member State or London) at such office or bank of the Facility Agent and at such time as the Facility Agent may notify to the Obligors or the Banks for this purpose.

12.bFunds

All payments to the Facility Agent under each Financing Document shall be made for value on the due date in freely transferable and readily available funds.

12.cDistribution

(i)Each payment received by the Facility Agent under the Financing Documents for another Party shall, subject to paragraphs (b) and (c) below, be made available by the Facility Agent to that Party by payment (on the date and in the currency and funds of receipt) to its account with such office or bank as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.

(ii)The Facility Agent may apply any amount received by it for the Obligors in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Obligors under the Financing Documents or in or towards the purchase of any amount of any currency to be so applied.

(iii)Where a sum is to be paid to the Facility Agent under the Financing Documents for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Facility Agent may, however, assume that the sum has been paid to it in accordance with the Financing Documents, and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Facility Agent has paid a corresponding amount to another Party, that Party shall immediately on demand by the Facility Agent refund the corresponding amount together with interest on that amount from the date of payment to the date of receipt, calculated at a rate determined by the Facility Agent to reflect its cost of funds.

12.dBusiness Days

If a payment under a Financing Document is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

12.eCurrency

(i)All payments under the Financing Documents relating to costs, losses, expenses or Taxes shall be made in the currency in which the relative costs, losses, expenses or Taxes were incurred. Any other amount payable under the Financing Documents shall, except as otherwise provided, be made in Euros.

(ii)Each repayment of an Advance or a part of an Advance and each payment of interest shall be made in the currency in which that Advance is denominated or in respect of which the interest payable is denominated, in each case pursuant to the Financing Documents and on its due date or when that interest accrued (as applicable).

12.fAccounts as Evidence

Each Bank shall maintain in accordance with its usual practice an account which shall, as between the Obligors and that Bank and, in the absence of manifest error, be prima facie evidence of the amounts from time to time advanced by, owing to, paid and repaid to that Bank under the Financing Documents.

12.gImpaired Facility Agent

(i)If, at any time, the Facility Agent becomes an Impaired Facility Agent, an Obligor or a Bank which is required to make a payment under the Financing Documents to the Facility Agent in accordance with this Clause 12 (Payments) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Bank making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Financing Documents. In each case such payments must be made on the due date for payment under the Financing Documents.

(ii)All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

(iii)A Party which has made a payment in accordance with this Clause 12.7 shall be discharged of the relevant payment obligation under the Financing Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(iv)Promptly upon the appointment of a successor Facility Agent in accordance with Clause 20.16 (Resignation), each Party which has made a payment to a trust account in accordance with this Clause 12.7 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution in accordance with Clause 12.3 (Distribution).

12.hPartial Payments

(i)If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Financing Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors under the Financing Documents in the following order:

(1)first, in or towards payment pro rata of any unpaid costs and expenses of the Facility Agent under the Financing Documents;

(2)second, in or towards payment pro rata of any accrued interest due but unpaid under the Financing Documents;

(3)third, in or towards payment pro rata of any principal due but unpaid under the Financing Documents; and

(4)fourth, in or towards payment pro rata of any other sum due but unpaid under the Financing Documents.

(ii)The Facility Agent shall, if so directed by all the Banks, vary the order set out in paragraphs (a)(ii) to (a)(iv) of this Clause 12.8.

(iii)Paragraphs (a) and (b) of this Clause 12.8 shall override any appropriation made by any Obligor.

12.iSet-off and Counterclaim

(i)Subject to Clause 9.1(b) (Repayment) and paragraph (b) below, all payments by an Obligor under the Financing Documents shall be made without set-off (including, for the purpose of Luxembourg law, legal set off) or counterclaim.

(ii)If a Default is outstanding, a Finance Party may set off any matured obligation due from an Obligor under the Financing Documents (to the extent beneficially owned by that Finance Party) against any obligation (whether or not matured) owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

12.jGrossing-up

(i)Subject to paragraph (b) below, all sums payable to any Finance Party pursuant to or in connection with any Financing Document shall be paid in full free and clear of all deductions or withholdings whatsoever except only as may be required by law.

(ii)Subject to Clause 25.5 (Conditions to Assignments and Transfers) if any deduction or withholding is required by law in respect of any payment due from an Obligor to any Finance Party pursuant to or in connection with any Financing Document that Obligor shall:

(1)ensure or procure that the deduction or withholding is made and that it does not exceed the minimum legal requirement therefor;

(2)pay, or procure the payment of, the full amount deducted or withheld to the relevant Taxation or other authority in accordance with the applicable law;

(3)increase the payment in respect of which the deduction or withholding is required so that the net amount received by the payee (which expression when used in this paragraph (b) shall mean any Finance Party) after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made as a consequence of the

increase) shall be equal to the amount which the payee would have been entitled to receive in the absence of any requirement to make any deduction or withholding; and

(4)within 30 days of making a deduction or withholding deliver or procure the delivery to the relative payee of reasonable evidence that the deduction or withholding has been made and the payment of such amount to the relevant Taxation or other authority in accordance with paragraph (b)(ii) above.

(iii)If any Bank determines, in its absolute discretion, that it has received, recovered, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which an Obligor has made an increased payment under this Clause 12.10, that Bank shall, provided that each Finance Party has received all amounts which are then due and payable by the Obligors under any Financing Document, pay to such Obligor (to the extent that that Bank can do so without prejudicing the amount of the benefit or repayment and the right of that Bank to obtain any other benefit, relief or allowance which may be available to it) such amount, if any, as that Bank, in its absolute discretion shall determine, will leave that Bank in no worse position than it would have been in if the deduction or withholding had not been required, provided that:

(1)each Bank shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit and shall not be obliged to arrange its business or its Tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit; and

(2)no Bank shall be obliged to disclose any information regarding its business, Tax affairs or Tax computations.

If a Bank has made a payment to an Obligor pursuant to this paragraph (c) on account of any Tax benefit and it subsequently transpires that that Bank did not receive that Tax benefit, or received a lesser Tax benefit, that Obligor shall, on demand, pay to that Bank such sum as that Bank may determine as being necessary to restore its after-tax position to that which it would have been had no adjustment under this paragraph (c) been made, provided that such sum shall not exceed the amount paid to that Obligor by the Bank pursuant to this paragraph (c).

(iv)No Bank shall be obliged to make any payment under paragraph (c) above if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

(v)If an Obligor is required to make an increased payment for the account of a Bank under paragraph (b) above, then, without prejudice to that obligation and so long as such requirement exists and subject to the relevant Obligor giving the Facility Agent and that Bank not less than five Business Days' prior notice (which shall be irrevocable), the Borrowers may prepay all, but not part, of that Bank's Participations in the Advances together with accrued interest on the amount prepaid. Any such prepayment shall be subject to Clause 26.1 (Breakage Costs Indemnity). On any such prepayment the Commitment of the relevant Bank shall be automatically cancelled.

(vi)If, and to the extent that, the effect of Clause 11.2 (Increased Costs) (such as it relates to Tax) or Clause 12.10(b) (Grossing-up) can be mitigated by virtue of the provisions of any double tax treaty or convention relating to the relief from double taxation on income and capital (a Double Tax Convention) (whether by a claim to repayment of any Tax, a claim to make payments without any

deduction or withholding or otherwise) each Bank agrees to do all such things as are reasonably requested by CIFE with a view to submitting any forms, documents or completing any reasonable procedural formalities within a reasonable time after its receipt from CIFE of a notice requesting it to do so for the purpose of ensuring the application of such Double Tax Convention, provided that no Bank shall be required pursuant to this paragraph (f) to take any action which would entail the incurring of any cost or liability (other than reasonable internal administrative costs in completing and submitting the relevant forms or documents, including, for the avoidance of doubt, IRS forms W-8 or W-9, if applicable).

(vii)No additional amount will be payable to a Bank under Clause 11.2 (Increased Costs) or Clause 12.10(b) (Grossing-up) in respect of any deduction, withholding or payment of Tax to the extent that such additional amount would not be payable if that Bank had complied with its obligations under paragraph (f) above or if that Bank had been a person to whom subparagraphs (i) and (ii) below apply but is not or has ceased to be a person to whom subparagraphs (i) and (ii) below apply (unless the reason that Obligor is obliged to make such deduction, withholding or payment of Tax is due to a change in any law or regulation, or in the interpretation or application thereof, or in any practice or concession of any relevant taxation authority after the date that Bank became party to this Agreement). Each Bank confirms to the Obligors that, as at the date such Bank becomes a Party, save to the extent it has notified the Facility Agent and CIFE in writing otherwise, it is (or, where appropriate, the Designated Entity which is its affiliate is):

(1)a person to whom payments by a Borrower (other than a Borrower incorporated in Italy) may be made without deduction or withholding for or on account of taxes whether by reason of an applicable taxation treaty between the country in which the relevant Borrower is incorporated and the country in which the relevant bank is, or is treated as, resident or carrying on business or otherwise; and

(2)either:

(a)a person to whom payments by a Borrower incorporated in Italy may be made without any deduction or withholding for or on account of Taxes pursuant to article 26, para. 5-bis, of the Italian Presidential Decree No. 600 of 29 September 1973; or

(b)a person different from those indicated under (ii)(A) to whom payments by a Borrower incorporated in Italy may be made without any deduction or withholding for or on account of Taxes other than up to a maximum rate of 26%, whether by reason of an applicable Taxation treaty between Italy and the country in which the relevant Bank is, or is treated as, resident or carrying on business or otherwise,

and, if it is able to confirm that subparagraphs (i) and (ii) apply on the date on which such Bank becomes a Party, it shall notify the Facility Agent and CIFE in writing should it become aware that the relevant subparagraph or subparagraphs subsequently ceases to be correct.

(viii)No additional amount will be payable to a Bank under Clause 11.2 (Increased Costs) or this Clause 12.10 (Grossing-up) in respect of any FATCA Deduction.

(ix)No additional amount will be payable to a Bank under Clause 11.2 (Increased Costs) or this Clause 12.10 (Grossing-up) in respect of any deduction, withholding or payment of Tax pursuant to the Luxembourg law of 23 December 2005, as amended.

12.kDisruption to Payment Systems etc

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by CIFE that a Disruption Event has occurred:

(i)the Facility Agent may, and shall if requested to do so by CIFE, consult with CIFE with a view to agreeing with CIFE such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(ii)the Facility Agent shall not be obliged to consult with CIFE in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(iii)the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(iv)any such changes agreed upon by the Facility Agent and CIFE shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Financing Documents notwithstanding the provisions of Clause 22 (Amendments and Waivers);

(v)the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 12.11; and

(vi)the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

12.lFATCA Information

(i)Subject to paragraph (c) below, each Party shall, within fifteen Business Days of a reasonable request by another Party:

(1)confirm to that other Party whether it is:

(a)a FATCA Exempt Party; or

(b)not a FATCA Exempt Party;

(2)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(3)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.

For purposes of this paragraph (a), a request shall only be considered "reasonable" if the Party making the request reasonably believes that the information being requested is necessary in connection with its compliance with FATCA or any other law, regulation or exchange of information regime, provided that a Party shall not be required hereunder to provide any forms, documentation or other information materially different in nature or in scope from the forms, documentation or other information that could possibly be required under FATCA.

(ii)If a Party confirms to another Party pursuant to Clause 12.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party promptly.

(iii)Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of:

(1)any law or regulation;

(2)any fiduciary duty; or

(3)any duty of confidentiality.

In addition, paragraph (a) above shall not oblige any Obligor to do anything which would or might in its reasonable opinion result in a member of the Group being obliged to disclose such information to the market under applicable laws and regulations.

(iv)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Financing Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(v)If a Borrower is a U.S. Tax Obligor or the Facility Agent or a Borrower reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Bank shall, within fifteen Business Days of:

(1)where an Original Borrower is a U.S. Tax Obligor and the relevant Bank is an Original Bank, the Signing Date;

(2)where a Borrower is a U.S. Tax Obligor on a Transfer Date and the relevant Bank is a new Bank, the relevant Transfer Date;

(3)the date a new U.S. Tax Obligor accedes as a Borrower; or

(4)where a Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent or a Borrower,

supply to the Facility Agent or a Borrower (as applicable):

(a)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(b)any withholding statement or other document, authorisation or waiver as the Facility Agent may reasonably require to certify or establish the status of such Bank under FATCA or that other law or regulation.

(vi)The Facility Agent: (i) shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Bank pursuant to paragraph (e) above to the relevant Borrower, and (ii) shall also provide to such Borrower, on its own behalf, any applicable withholding certificate or other form, withholding statement or other document, authorization or waiver specified in paragraph (e)(iv)(A) and (B) above to certify or establish the status of such Facility Agent under FATCA or that other law or regulation.

(vii)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent or a Borrower by a Bank pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Bank shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Bank to do so (in which case the Bank shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(viii)If any withholding certificate, withholding statement, document, authorisation or waiver provided by the Facility Agent on its own behalf pursuant to paragraph (f)(ii) above is or becomes materially inaccurate or incomplete, the Facility Agent shall update it and promptly provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower unless it is unlawful for the Facility Agent to do so (in which case the Facility Agent shall promptly notify that Borrower).

(ix)The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Bank pursuant to paragraph (e) or (g) above without further verification, except as otherwise provided by law. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above, except as otherwise required by law.

12.mFATCA Deduction

(i)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(ii)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Facility Agent and the other Finance Parties.

13.GUARANTEE

13.aGuarantee and indemnity

Each Guarantor jointly and severally and irrevocably and unconditionally:

(i)guarantees to each Finance Party punctual payment by each Borrower of all that Borrower's payment obligations under the Financing Documents;

(ii)undertakes with each Finance Party that, whenever a Borrower does not pay any amount when due under or in connection with any Financing Document, it must immediately on demand by the Facility Agent pay that amount as if it were the principal obligor; and

(iii)indemnifies each Finance Party immediately on demand against any loss or liability suffered by that Finance Party if any payment obligation guaranteed by it hereunder is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Finance Party would otherwise have been entitled to recover.

Any demand made under this Clause 13.1 shall at the same time (but without prejudice to the validity of such demand) be copied to CIFE.

For the avoidance of doubt and for the purpose of Luxembourg law only, this guarantee does not constitute a suretyship (cautionnement) in the sense of articles 2011 et seq. of the Luxembourg civil code.

13.bContinuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by any Obligor under the Financing Documents, regardless of any intermediate payment or discharge in whole or in part.

13.cReinstatement

(i)If any discharge (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of each Guarantor under this Clause will continue as if the discharge or arrangement had not occurred.

(ii)Each Finance Party may (but is not in any way obliged to) concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

13.dWaiver of defences

The obligations of each Guarantor under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any Finance Party). This includes:

(i)any time or waiver granted to, or composition with, any person;

(ii)any release of any person under the terms of any composition or arrangement;

(iii)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;

(iv)any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(v)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;

(vi)any amendment, supplement or extension restatement (however fundamental) of a Financing Document or any other document or security; or

(vii)any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Financing Document or any other document or security.

13.eImmediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from that Guarantor under this Clause.

13.fAppropriations

Until all amounts which may be or become payable by the Obligors under the Financing Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may without affecting the liability of any Guarantor under this Clause:

(i)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts; or

(ii)apply and enforce such other moneys, security or rights in such manner and order as it sees fit (whether against those amounts or otherwise); and

(iii)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of that Guarantor's liability under this Clause.

13.gNon-competition

Unless:

(i)all amounts which may be or become payable by the Obligors under the Financing Documents have been irrevocably paid in full; or

(ii)the Facility Agent otherwise directs,

no Guarantor will, after a claim has been made or by virtue of any payment or performance by it under this Clause:

(1)be subrogated to any rights security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);

(2)be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor's liability under this Clause;

(3)claim, rank, prove or vote as a creditor of any Obligor or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or

(4)receive, claim or have the benefit of any payment, distribution or security from or on account of any Obligor, or exercise any right of set-off as against any Obligor.

Each Guarantor must hold on trust for the Finance Parties and immediately pay or transfer to the Facility Agent for the Finance Parties or in accordance with any directions given by the Facility Agent, any payment or distribution received by it contrary to this Clause.

13.hRelease of Guarantors' right of contribution

If any Guarantor ceases to be a Guarantor in accordance with the terms of the Financing Documents then on the date that Guarantor ceases to be a Guarantor:

(i)that Guarantor will be released by each other Guarantor from any liability whatsoever to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Financing Documents; and

(ii)each other Guarantor waives any right it may have by reason of the performance of its obligations under the Financing Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any right of any Finance Party under any Financing Document or of any other security taken under, or in connection with, any Financing Document by any Finance Party.

13.iAdditional security

This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by any Finance Party.

13.jU.S. Guarantors

(i)In this Clause:

fraudulent transferlaw means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;

U.S. Guarantor means any Guarantor that is a U.S. Debtor; and

terms used in this Clause are to be construed in accordance with the fraudulent transfer laws.

(ii)Each U.S. Guarantor acknowledges that:

(1)it will receive valuable direct or indirect benefits as a result of the transactions financed by the Financing Documents;

(2)those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and

(3)each Finance Party has acted in good faith in connection with the guarantee given by that U.S. Guarantor and the transactions contemplated by the Financing Documents.

(iii)Each Finance Party agrees that each U.S. Guarantor's liability under this Clause 13.10 is limited so that no obligation of, or transfer by, any U.S. Guarantor under this Clause 13.10, without the requirement of amendment or any other formality is subject to avoidance and turnover under any fraudulent transfer law, after giving effect to (i) all other liabilities of such U.S. Guarantor, contingent or otherwise, that are relevant under such fraudulent transfer law (specifically excluding, however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to any Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such U.S. Guarantor hereunder) and (ii) the value as assets (as determined under the applicable provisions of such fraudulent transfer law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such U.S. Guarantor pursuant to (A) applicable law or (B) any other agreement providing for an equitable allocation among such U.S. Guarantor and the Borrowers and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties.

(iv)Each U.S. Guarantor represents and warrants to each Finance Party that:

(1)its capital is not unreasonably small to carry on its business as it is being conducted;

(2)it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and

(3)it has not made a transfer or incurred any obligation under any Financing Document with the intent to hinder, delay or defraud any of its present or future creditors.

(v)Each representation and warranty in this Clause 13.10:

(1)is made by each U.S. Guarantor on the Signing Date;

(2)is deemed to be repeated by:

(a)each Additional Guarantor on the date that Additional Guarantor becomes a U.S. Guarantor; and

(b)each U.S. Guarantor on the date of each Drawdown Notice and on each Drawdown Date; and

(3)is, when repeated, applied to the circumstances existing at the time of repetition.

13.kItalian limitation

(i)In this Clause:

Intercompany Debt means any loan in any form (including, without limitation, any intercompany loan), documentary credit (including any intercompany documentary credit or other form of financial support) or any other item constituting Financial Indebtedness; and

Italian Additional Guarantor means any Additional Guarantor which is an Italian Guarantor.

(ii)Notwithstanding any provision to the contrary under this Agreement or any other Financing Document, the obligations of the Italian Guarantors under this Clause 13.11 shall at any time:

(1)in relation to any Italian Guarantor in respect of amounts owed by any Borrower, being a direct or indirect Subsidiary of that Italian Guarantor, be unlimited except as provided in paragraph (iii) below;

(2)in relation to the obligations of any Italian Guarantor in respect of amounts owed by any Obligor, not being a direct or indirect Subsidiary of that Italian Guarantor, be limited to the aggregate from time to time of:

(a)the highest exposure held at any point in time in the aggregate by that Italian Guarantor and any of its direct or indirect Subsidiaries as Borrowers under the Facility (regardless of any repayment or cancellation of amounts or liabilities outstanding thereunder); and

(b)the highest exposure held at any point in time in the aggregate by that Italian Guarantor and any of its direct or indirect Subsidiaries, under all Intercompany Debt advanced or made available, directly or indirectly, to any of them by any Obligor (regardless of any repayment or cancellation of amounts or liabilities outstanding thereunder from the Signing Date); and

(3)for the purposes of Article 1938 of the Italian Civil Code, not exceed, in any case, the higher of:

(a)an amount equal to €4,800,000,000; and

(b)following any Increase contemplated by Clause 2.2(b) (Increase), an amount equal to one hundred and twenty per cent. (120%) of the Total Commitments as at close of business on the date such Increase takes effect,

(or the equivalent in any other currency).

(iii)In addition, no Italian Guarantor shall assume (and shall be deemed to have assumed) obligations under this Clause 13 but only in respect of any affected portion of a Facility if this resulted in unlawful financial assistance within the meaning of article 2358 or article 2474 of the Italian Civil Code.

13.lLuxembourg Guarantor

Notwithstanding anything to the contrary in this Agreement, the payment undertaking of any Luxembourg Guarantor under this Clause 13 for the obligations of any Obligor which is not a direct or indirect Subsidiary of that Luxembourg Guarantor shall be limited at any time, with no double counting, to an aggregate amount not exceeding the higher of:

(i)ninety-five per cent. (95%) of the sum of (i) the Luxembourg Guarantor's own funds (capitaux propres) (as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Luxembourg act of 19 December 2002 on the trade and companies register and the accounting and annual accounts of undertakings, as amended) (the Own Funds) and (ii) its debt which is subordinated in right of payment (whether generally or specifically) to any claim of any Finance Party under any of the Financing Documents (the Subordinated Debt), in each case as

determined on the basis of the then latest available annual accounts of the Luxembourg Guarantor duly established in accordance with applicable accounting rules, as at the date of this Agreement; and

(ii)ninety-five per cent. (95%) of the sum of (i) the Luxembourg Guarantor's Own Funds and (ii) Subordinated Debt as at the date of payment of the guarantee.

The above limitation shall not apply to any amounts borrowed under any Facility and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries. For the avoidance of doubt, any amounts borrowed under any Facility and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or any of its direct or indirect Subsidiaries shall form part of, and be covered by, the guarantee.

13.mDutch Guarantor

The guarantee of any Dutch Guarantor shall be deemed to have been given only to the extent that such guarantee does not violate the prohibition on financial assistance contained in Sections 2:98c of the Dutch Civil Code or any other applicable laws.

13.nOther limitations

The guarantee of any Additional Guarantor is subject to any limitations set out in the Accession Memorandum executed by that Additional Guarantor.

14.ADDITIONAL OBLIGORS

14.aRequest for Additional Borrower or Guarantor

(i)The Company or CIFE may request:

(1)that any of the Company's Industrial Subsidiaries become an Additional Borrower; and/or

(2)that any of the Company's Industrial Subsidiaries or New Holdco become an Additional Guarantor,

by delivering to the Facility Agent an Accession Memorandum duly executed by the Company and such Subsidiary, together with the documents and other evidence listed in Part 2 of Schedule 2 (Acceding Obligor Conditions Precedent) in relation to such Subsidiary.

(ii)The prior consent of all the Banks is required if a proposed Additional Borrower is incorporated in a jurisdiction which is not

(1)the jurisdiction of incorporation of another Borrower;

(2)the Netherlands;

(3)France;

(4)any state of the U.S.;

(5)Canada or any province or territory thereof; or

(6)the United Kingdom.

14.bAdditional Borrower or Guarantor Conditions Precedent

An Industrial Subsidiary of the Company or New Holdco, in respect of which the Company or CIFE has delivered an Accession Memorandum to the Facility Agent, shall become an Additional Borrower and/or, as the case may be, Additional Guarantor and assume all the rights, benefits and obligations of a Borrower and/or, as the case may be, Guarantor as if it had been an original Party to this Agreement in such capacity and/or, as the case may be, on the date on which the Facility Agent notifies the Company or CIFE that the Facility Agent has received, in form and substance satisfactory to it (acting reasonably), all documents and other evidence listed in Part 2 of Schedule 2 (Acceding Obligor Conditions Precedent) in relation to such Subsidiary.

14.cResignation of an Obligor

(i)The Company or CIFE may at any time request that an Obligor (other than the Company) shall cease to be a Borrower and/or Guarantor by delivering to the Facility Agent a Resignation Notice.

(ii)A Resignation Notice shall be effective (and the relevant Obligor shall cease to be a Borrower and/or (as the case may be) a Guarantor) on the date specified in the Resignation Notice provided that no amount is then due from the relevant Obligor under the Financing Documents and:

(1)if it is resigning as a Borrower, no Advance is outstanding to it; and

(2)if it is resigning as a Guarantor, no Potential Default or Default is outstanding or will be in existence immediately after its resignation.

15.REPRESENTATIONS AND WARRANTIES

15.aRepresentations and Warranties

The representations set out in this Clause are made by each Obligor to each Finance Party on the Signing Date. Each Obligor represents and warrants in respect of itself and (where expressly stated) in respect of its Subsidiaries or Material Subsidiaries that:

(i)Status: it is a limited company duly incorporated under the laws of its jurisdiction of incorporation and it possesses the capacity to sue and be sued in its own name and has the power to carry on its business and to own its property and other assets;

(ii)Powers and authority: it has power to execute, deliver and perform its obligations under the Financing Documents and to carry out the transactions contemplated by those documents and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same;

(iii)Binding obligations: subject to the Reservations, its obligations under the Financing Documents constitute its legal, valid, binding and enforceable obligations;

(iv)Contraventions: the execution, delivery and performance by it of the Financing Documents does not:

(1)contravene any applicable law or regulation or any order of any governmental or other official authority, body or agency or any judgment, order or decree of any court having jurisdiction over it; or

(2)contravene or conflict with its constitutional documents;

(v)Insolvency: it and each of its Material Subsidiaries has not taken any action nor (to the best of its knowledge, information and belief) have any steps been taken or legal proceedings been started against it for its winding-up, dissolution, administration or re-organisation or for the appointment of a receiver, administrative receiver, or administrator, trustee or similar officer of it or of a material part of its assets;

(vi)No default: to the best of its knowledge, information and belief it and each of its Material Subsidiaries is not in breach of or in default in any material respect under any agreement relating to Financial Indebtedness to which it is a party or which is binding on it or any of its assets to an extent which would have or could reasonably be expected to have a Material Adverse Effect;

(vii)Litigation: to the best of its information, knowledge and belief, no action, litigation, arbitration or administrative proceeding has been commenced or is pending against it or any of its Subsidiaries which would have or could reasonably be expected to have a Material Adverse Effect;

(viii)Original Financial Statements: the Original Financial Statements of the Company were prepared in accordance with EU-IFRS and give a true and fair view of the Group financial position at the date to which they were prepared and the results of its operations during the Financial Year to which they relate;

(ix)No misleading information: to the best of its knowledge, information and belief:

(1)any factual information provided by any member of the Industrial Group for the purposes of the Information Package was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

(2)the financial projections (if any) contained in the Information Package have been prepared in good faith on the basis of recent historical information and on the basis of assumptions believed to be reasonable on the date they were made; and

(3)nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in the information contained in the Information Package being untrue or misleading in any material respect;

(x)No material adverse change: since the date of the Original Financial Statements no event has occurred which has had or could reasonably be expected to have a Material Adverse Effect;

(xi)Margin Stock/U.S. Debtor:

(1)the proceeds of the Advances have not been and will not be used to buy, purchase or maintain any Margin Stock which would impose regulatory requirements under, and as such term is defined in, Regulation U of the Board of Governors of the Federal Reserve of the United States of America; and

(2)no U.S. Debtor is subject to regulation under any United States Federal law or State law or regulation that limits its ability to incur or guarantee indebtedness;

(xii)Sanctions: subject to Clause 1.8 (Restricted Bank):

(1)no member of the Group nor, to the Obligors’ reasonable knowledge, any of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor is a person with whom dealings are prohibited or restricted pursuant to Sanctions;

(2)except as publicly known or publicly disclosed, in each case prior to the Signing Date, no Obligor nor, to the Obligors’ reasonable knowledge, any Material Subsidiary or any of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor has received notice of any claim, action, suit, proceeding or investigation (each a Claim) against it for being in breach of Sanctions by any Sanctions Authority, where such Claim is required to be publicly disclosed by the Company pursuant to applicable equity or debt capital markets disclosure obligations of the Company;

(xiii)Anti-corruption law: except as publicly known or publicly disclosed, in each case prior to the Signing Date:

(1)each Obligor and, to the Obligors’ reasonable knowledge, each Material Subsidiary and each of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor conducts its businesses in compliance with applicable Anti-Corruption Laws except for any non-compliance with such laws which (A) is not required to be publicly disclosed by the Company pursuant to applicable equity or debt capital markets disclosure obligations of the Company or (B) is required to be so disclosed (and has been disclosed to the Facility Agent), but CIFE has not received notice from the Facility Agent that, in the opinion of the Majority Banks (acting reasonably), such non-compliance is materially adverse to the business of the Group or to the position of the Finance Parties; and

(2)no Obligor nor, to any Obligor’s reasonable knowledge, any of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor has been subject to any Claim with respect to a violation of applicable Anti-Corruption Laws where such Claim is required to be publicly disclosed by the Company pursuant to applicable equity or debt capital markets disclosure obligations of the Company; and

(xiv)Anti-money laundering law: except as publicly known or publicly disclosed, in each case prior to the Signing Date:

(1)each Obligor and, to the Obligors’ reasonable knowledge, each Material Subsidiary and each of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor conducts its businesses in compliance with applicable Anti-Money Laundering Laws except for any non-compliance with such laws which (A) is not required to be publicly disclosed by the Company pursuant to applicable equity or debt capital markets disclosure

obligations of the Company or (B) is required to be so disclosed (and has been disclosed to the Facility Agent), but CIFE has not received notice from the Facility Agent that, in the opinion of the Majority Banks (acting reasonably), such non-compliance is materially adverse to the business of the Group or to the position of the Finance Parties; and

(2)no Obligor nor, to any Obligor’s reasonable knowledge, any Material Subsidiary nor any of the Obligors’ directors, senior executive officers or any officer with the ability to direct or control the operations of any Obligor has been subject to any Claim with respect to a violation of applicable Anti-Money Laundering Laws where such Claim is required to be publicly disclosed by the Company pursuant to applicable equity or debt capital markets disclosure obligations of the Company.

15.bRepetition

The representations and warranties:

(i)in paragraph (a) of Clause 15.1 (Representations and Warranties) shall survive the execution of this Agreement in respect of the Obligors only and shall be deemed to be repeated by each Obligor in respect of the Obligors only on the date on which each Drawdown Notice is given and on the first day of each Interest Period; and

(ii)in paragraphs (b) to (d) (inclusive), (k), (l)(i), (m)(i) and (n)(i) of Clause 15.1 (Representations and Warranties) shall survive the execution of this Agreement and shall be deemed to be repeated by each Obligor on the date on which each Drawdown Notice is given and on the first day of each Interest Period (but when the representations in (m)(i) and (n)(i) of Clause 15.1 (Representations and Warranties) are deemed to be repeated, these shall not be repeated in respect of any Material Subsidiary).

16.INDUSTRIAL GROUP FINANCIAL COVENANT

16.aDefinitions

In this Clause the following definitions apply:

Industrial Group Consolidated Adjusted EBIT means, in respect of any Measurement Period, the Adjusted EBIT under EU-IFRS of the Industrial Group as reported in the Group’s Consolidated Financial Statements.

Industrial Group Consolidated Adjusted EBITDA means, in respect of any Measurement Period and subject to Clause 16.3(c) (Financial covenant), Industrial Group Consolidated Adjusted EBIT plus Industrial Group Depreciation and Amortisation less interest expense on Lease liabilities.

Industrial GroupConsolidated Total Net Debt means, at any time as reported in the Company’s most recent Consolidated Financial Statements the aggregate amount of debt excluding the related accruals of interest (and other financing charges) and including intersegment financial payables of the Industrial Group plus the principal amount of outstanding financial guarantees of the Industrial Group less cash, cash equivalents and current securities of the Industrial Group, less (a) intersegment financial receivables (including, for the avoidance of doubt, financial receivables of the Industrial

Group from jointly controlled financial entities) and (b) intersegment guarantees up to a maximum aggregate amount of such receivables and guarantees of €7,000,000,000 (or its equivalent in other currencies) and less the positive (or plus the negative) fair value amount of derivative financial instruments provided that for each Measurement Period an amount equal to the amount of Lease liabilities of the Industrial Group shall be disregarded from Industrial Group Consolidated Total Net Debt.

Industrial GroupDepreciation and Amortisation means, in respect of any Measurement Period, depreciation and amortisation under EU-IFRS of the Industrial Group as reported in the Group’s Consolidated Financial Statements.

Lease has the meaning given to it in EU-IFRS 16.

Measurement Period means a period of 12 Months ending on the last day of a financial quarter of the Company.

16.bInterpretation

(i)Except as provided to the contrary in this Agreement, an accounting term used in this Clause is to be construed on a consolidated basis in accordance with EU-IFRS as applied in the Original Financial Statements, but modified to reflect any subsequent changes to EU-IFRS or the accounting principles or practices applied in the Consolidated Financial Statements of the Company which do not have a material impact on the calculation of the financial covenant in Clause 16.3 (Financial covenant).

(ii)No item must be credited or deducted more than once in any calculation under this Clause.

16.cFinancial covenant

(i)Subject to paragraph (b) below, the Company must ensure that the ratio of Industrial Group Consolidated Total Net Debt as at the end of each Measurement Period to Industrial Group Consolidated Adjusted EBITDA for that Measurement Period shall not exceed 3:1 in respect of each Measurement Period.

(ii)The Company’s obligations under paragraph (a) above shall be disapplied in relation to a Measurement Period if, on the date falling 30 days before the end of that Measurement Period:

(1)the corporate family/credit rating assigned to the Company is BBB/Baa2 or higher from at least one of Moody's Investors Service, Inc. (or any of its affiliates) or Standard & Poor's Financial Services LLC (or any of its affiliates); and

(2)a second Rating Agency has assigned a corporate family/credit rating to the Company of BBB-/Baa3 or higher.

(iii)For the purposes only of calculating the financial covenant set out in paragraph (a) above in relation to any Measurement Period, Industrial Group Consolidated Adjusted EBITDA for that Measurement Period will be adjusted by:

(1)including the Adjusted EBITDA (calculated on the same basis as Industrial Group Consolidated Adjusted EBITDA) of any Relevant Business acquired during the

Measurement Period for that part of the Measurement Period prior to the acquisition of that Relevant Business; and

(2)excluding the Adjusted EBITDA (calculated on the same basis as Industrial Group Consolidated Adjusted EBITDA) attributable to any Relevant Business disposed of during the Measurement Period for that part of the Measurement Period prior to the disposal of that Relevant Business,

and, in this paragraph (c):

(a)Relevant Business means an Industrial Subsidiary, or business or assets, acquired or disposed of by an Industrial Subsidiary where the acquisition costs (as defined below) payable by members of the Group in connection with the relevant acquisition or, as the case may be, payable by third parties in connection with the relevant disposal exceed €250,000,000 (or its equivalent in other currencies) and, for this purpose, any series of related acquisitions or disposals will be taken together and treated as a single acquisition or disposal; and

(b)acquisition costs means the aggregate value of the consideration paid for the relevant acquisition, whether at the time of the acquisition or on a deferred basis, and where:

i.the value of any deferred consideration is the amount considered by the Group's auditors to fairly represent the net present value of that deferred consideration;

ii.any non-cash consideration (other than shares issued by the Company) will be taken at its fair value at the date of completion of the acquisition;

iii.in the case of any acquisition of the share capital of an entity which becomes a member of the Group, there shall be deducted from the acquisition cost any net cash shown in the accounts of the member of the Group concerned; and

iv.the issue of shares in the Company as part of the consideration payable for any acquisition shall not be treated as giving rise to any acquisition cost.

16.dFinancial testing

The financial covenant set out in Clause 16.3 (Financial covenant), to the extent required by that Clause to be tested, shall be tested by reference to each set of Consolidated Financial Statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 17.1 (Information Undertakings) and/or each Compliance Certificate delivered pursuant to paragraph (d) of Clause 17.1 (Information Undertakings).

17.UNDERTAKINGS

17.aInformation Undertakings

Each Obligor (or, in the case of paragraphs (b) to (d) below, the Company) undertakes that during the Facility Period it shall, unless the Facility Agent (acting on the instructions of the Majority Banks) otherwise agrees to:

(i)Annual Statements: within five Business Days of the same becoming publicly available (and in any event within 180 days after the end of each of its Financial Years), deliver to the Facility Agent a copy of its audited consolidated financial statements for each such Financial Year, provided that an Obligor (other than the Company) shall only be obliged to provide such statements on a consolidated basis if that Obligor prepares such statements on this basis, in each case other than documents which are available on the Company's website and the Company has notified the Facility Agent for the benefit of the Banks promptly after having made such documents available;

(ii)Semi-annual statements: within five Business Days of the same becoming publicly available (and in any event within 90 days after the end of each semi-annual period in each of the Company's Financial Years), deliver to the Facility Agent in sufficient copies for all the Banks the Company's consolidated financial statements for each such semi-annual period, in each case other than documents which are available on the Company's website and the Company has notified the Facility Agent for the benefit of the Banks promptly after having made such documents available;

(iii)Quarterly statements: within five Business Days of the same becoming publicly available (and in any event within 90 days after the end of the first and third quarter of each of the Company's Financial Years), deliver to the Facility Agent in sufficient copies for all the Banks the Company's consolidated financial statements (which may be in the form of consolidated income statement, consolidated statement of financial position and consolidated statement of cash flows) for each such quarter, in each case other than documents which are available on the Company's website and the Company has notified the Facility Agent for the benefit of the Banks promptly after having made such documents available;

(iv)Compliance Certificate: at the same time as each set of the Company's Consolidated Financial Statements are delivered pursuant to paragraph (a), (b) or (c) above, the Company shall supply a Compliance Certificate signed by a duly authorised officer or a director of the Company, provided that no Compliance Certificate shall be required in relation to a Measurement Period if the financial covenant under paragraph (a) of Clause 16.3 (Financial Covenant) has been disapplied pursuant to paragraph (b) of that same Clause in relation to that Measurement Period;

(v)Shareholders' and creditors' documents: deliver to the Facility Agent as soon as reasonably practicable in sufficient copies for all the Banks all documents despatched by an Obligor to its creditors generally, and in addition, in the case of the Company only to its shareholders generally, in each case other than documents which are available on the Company's website;

(vi)General Financial Information: if a Default is outstanding, such information regarding the financial condition and operations of the Group as a Bank may reasonably request provided that no Obligor shall be required to provide information which if provided would:

(1)breach a law or regulation binding on that Obligor;

(2)breach a confidentiality obligation of that Obligor; or

(3)result in a member of the Group being obliged to disclose such information to the market under applicable laws and regulations; and

(vii)Know your customer: promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Finance Party) to enable a Finance Party or prospective new Bank to carry out and be satisfied with the results of all know your customer requirements.

17.bForm of financial statements

(i)The Company must ensure that each set of Consolidated Financial Statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up.

(ii)The Company must notify the Facility Agent if either of the following occurs:

(1)the Company does not prepare its Consolidated Financial Statements under EU-IFRS; or

(2)the Company prepares its Consolidated Financial Statements under EU-IFRS but both:

(a)the preparation uses principles or practices which differ from the principles or practices applied in the Company’s Original Financial Statements; and

(b)the differences in such principles or practices (relative to the principles or practices applied in the Company’s Original Financial Statements) have a material impact on the calculation of the financial covenant in Clause 16.3 (Financial covenant),

(each an Accounting Event).

(iii)If an Accounting Event occurs (but not otherwise), then, together with the notification to the Facility Agent of the Accounting Event, the Company must state whether its Consolidated Financial Statements:

(1)are instead prepared under US GAAP (a US GAAP Change); or

(2)are otherwise instead prepared on a different basis from the principles or practices applied in the Company’s Original Financial Statements (a Different Basis Change),

(each an Accounting Change).

(iv)In the case of a US GAAP Change, and if requested by the Facility Agent in the case of any Different Basis Change, the Company must supply to the Facility Agent:

(1)a full description of the relevant Accounting Change; and

(2)sufficient information to enable the Finance Parties to make a proper comparison between the components of Industrial Group Consolidated Adjusted EBITDA and Industrial Group

Consolidated Total Net Debt shown by the set of financial statements prepared on the basis of the Accounting Change and the Company's Original Financial Statements or its most recent Consolidated Financial Statements (if any) delivered to the Facility Agent under this Agreement.

(v)If requested by the Company or (following any Different Basis Change only) the Facility Agent, the Company and the Facility Agent must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Banks in the same position as they would have been in if the Accounting Change had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Banks, binding on all the Parties.

(vi)If no agreement is reached under paragraph (e) above on the required amendments to this Agreement, the Company must either:

(1)ensure that its auditors certify those amendments (so long as the auditors are willing to give such certification, in which case the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties); or

(2)(in all other cases) continue to supply the information set out in paragraph (d) above.

17.cPositive Undertakings – Obligors

Each Obligor (and where an undertaking is expressed to apply to a member of the Group which is a Subsidiary of an Obligor, that Obligor shall ensure that that Subsidiary performs that undertaking) undertakes that during the Facility Period it shall, unless the Facility Agent (acting on the instructions of the Majority Banks) otherwise agrees to:

(i)Authorisations: obtain, maintain and comply with the terms of any authorisation, approval, licence, consent, exemption, clearance, filing or registration required in or by the laws and regulations of its jurisdiction of incorporation to enable it to lawfully enter into and perform its obligations under, or for the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of, each Financing Document;

(ii)Compliance with laws: comply with all laws to which it is subject where failure to do so could reasonably be expected to have a Material Adverse Effect;

(iii)Ranking of obligations: ensure that its obligations under the Financing Documents shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated obligations (whether actual, contingent, present or future) except for any obligations which are mandatorily preferred by law;

(iv)Notification of Default: promptly, upon becoming aware of the same, notify the Facility Agent of a Default or Potential Default which is outstanding and, upon receipt of a written request to that effect from the Facility Agent, confirm to the Facility Agent that, save as previously notified to the Facility Agent or as notified in such confirmation, no Default or Potential Default is outstanding;

(v)ERISA: comply in all respects with ERISA where failure to do so could reasonably be expected to have a Material Adverse Effect;

(vi)Environmental: ensure that each member of the Group, complies with all Environmental Law and Environmental Approvals applicable to it, where failure to do so has or is reasonably likely to have a Material Adverse Effect, (where Environmental Approval means any authorisation required by an Environmental Law and Environmental Law means any law or regulation concerning (i) the protection of health and safety, (ii) the environment, or (iii) any emission or substance which is capable of causing harm to any living organism or the environment);

(vii)Insurance: ensure that each member of the Group shall insure its business and assets with insurance companies to such an extent and against such risks as companies engaged in a similar business would prudently insure save where failure to do so could not reasonably be expected to have a Material Adverse Effect;

(viii)Operations of the Group: ensure that the design, manufacture and sale of agricultural and/or construction equipment and/or other vehicles and/or spare parts (and businesses, including financial services, ancillary or incidental thereto) shall at all times continue to be the main business of the Industrial Group taken as a whole;

(ix)Financial Services Subsidiaries: ensure that the consolidated total assets of the Financial Services Subsidiaries less the intangible assets, investments and deferred tax assets of the Financial Services Subsidiaries, as at the end of each financial quarter of the Group shall exceed the aggregate amount of Financial Indebtedness of the Financial Services Subsidiaries outstanding on the last day of such financial quarter; and

(x)Anti-corruption and anti-money laundering: ensure that each member of the Group shall maintain policies and procedures that are reasonably designed to promote and to achieve compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws.

17.dNegative Undertakings

Each Obligor (and where an undertaking is expressed to apply to a member of the Group which is a Subsidiary of an Obligor, that Obligor shall ensure that that Subsidiary performs that undertaking) undertakes that during the Facility Period it shall, unless the Facility Agent (acting on the instructions of the Majority Banks) otherwise agrees to:

(i)Negative Pledge: ensure that no Obligor or member of the Industrial Group:

(1)creates any Encumbrance, over any of its assets, to secure any Financial Indebtedness unless such Encumbrance or such other security as the Facility Agent (acting on the instructions of the Majority Banks) considers equivalent thereto, is at the same time extended equally and rateably to the obligations of such Obligor or member of the Industrial Group under the Financing Documents; or

(2)disposes of any of its assets on terms where it is or may be re-acquired or acquired by another Obligor or member of the Industrial Group in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness,

other than a Permitted Encumbrance;

(ii)Subsidiary Indebtedness: ensure that no Obligor or member of the Industrial Group (other than the Company) may incur or have outstanding any Financial Indebtedness other than Permitted Subsidiary Indebtedness;

(iii)Restriction on disposals: ensure that no Obligor or member of the Industrial Group either in a single transaction or in a series of transactions (and whether related or not), disposes of all or any part of its assets other than a Permitted Disposal;

(iv)Sanctions: subject to Clause 1.8 (Restricted Bank), ensure that no Obligor shall directly or knowingly indirectly, and neither the Company nor any Obligor shall knowingly permit or authorise any other member of the Group to, directly or indirectly:

(1)use, lend, make payments of, or otherwise make available, all or any part of the proceeds of the Facility to fund or facilitate any transaction or activities or in any manner which, in each case, results in the Obligors or any Finance Party being in breach of any Sanctions (if and to the extent applicable to any of them) or becoming a target of Sanctions; or

(2)fund all or part of any payment under or in connection with the Facility out of proceeds derived from business or transactions with a target of Sanctions in each case in breach of any Sanctions by any member of the Group.

17.eItalian Transparency rules

Pursuant to and in accordance with the transparency rules enacted under Article 9.1 of the CICR Resolution of 4 March 2003 effective as of October 2003 and the following transparency rules applicable to transactions and banking and financial services of Bank of Italy published in the Italian official gazette (Gazzetta Ufficiale) on 21 October 2016 (the Transparency Rules), the Parties mutually acknowledge and declare that this Agreement and any of its terms and conditions (including the recitals and the Schedules thereto) have been negotiated (together with their respective legal counsels) on an individual basis and, as a result, this Agreement falls into the category of the agreements "che costituiscono oggetto di trattativa individuale" which are exempted from the application of Section II of the Transparency Rules and of article 1341 of the Italian Civil Code (as amended from time to time).

18.DEFAULT

18.aDefault

Each of the following shall be a Default:

(i)Non-payment: any of the Obligors does not pay on the due date any amount payable by it under this Agreement at the place and in the currency and funds in which it is expressed to be payable unless the failure to pay such amount is due solely to administrative or technical delays in the transmission of funds and such amount is paid within five Business Days after its due date for payment; or

(ii)Other defaults: any of the Obligors breaches any of its obligations under:

(1)Clause 16 (Industrial Group Financial Covenant); or

(2)any Financing Document (other than the obligations referred to in paragraph (a) or (b)(i) above or Clause 12.12 (FATCA Information)) and if that breach is capable of remedy, it is not remedied within 30 days after written notice of that breach has been given by the Facility Agent to the relevant Obligor or, if earlier, 30 days after the relevant breach should first have been notified to the Facility Agent under Clause 17.3(d) (Positive Undertakings – Obligors); or

(iii)Breach of representation or warranty: any representation, warranty or statement made or deemed to be repeated by any of the Obligors under this Agreement or in any document delivered by it or on its behalf under or in connection with this Agreement is or proves to have been incorrect or misleading when made or deemed to have been repeated and the circumstances giving rise to such misrepresentation, if capable of remedy, are not remedied within 30 days after written notice of that misrepresentation has been given by the Facility Agent to the relevant Obligor or, if earlier, 30 days after the relevant Obligor becomes aware of such misrepresentation; or

(iv)Repudiation: any of the Obligors repudiates any of its obligations under any Financing Document; or

(v)Cross acceleration: either of the following occurs with respect to any member of the Group:

(1)any of its Financial Indebtedness (excluding Non-recourse Securitisation Debt) is not paid when due or within any originally applicable grace period; or

(2)any of its Financial Indebtedness (excluding Non-recourse Securitisation Debt) becomes prematurely due and payable as a result of an event of default,

unless the aggregate amount of all such Financial Indebtedness (excluding Non-recourse Securitisation Debt) is less than €75,000,000 in respect of any individual member of the Group and an aggregate amount of €100,000,000 in respect of any two or more members of the Group (or, in either case, its equivalent in other currencies) and excluding any such Financial Indebtedness in relation to which the relevant event falling within subparagraphs (i) or (ii) above:

(a)is being contested in good faith by appropriate proceedings; or

(b)has arisen in Turkey or a Non-OECD Country and the Group has set aside in a designated bank account sufficient monies to repay such Financial Indebtedness in full,

and further excluding any Financial Indebtedness falling within subparagraphs (i) or (ii) above to the extent that such Financial Indebtedness is outstanding under an agreement between a borrower which is a member of the Group incorporated in Argentina or China and a creditor incorporated in the same jurisdiction and the proceeds of such Financial Indebtedness have been used in the business of that borrower (or any of its affiliates in the same jurisdiction), provided that if there is any recourse by the creditor of such Financial Indebtedness to a member of the Group not incorporated in the relevant jurisdiction (a Relevant Group Member), such Financial Indebtedness will cease to be excluded if the circumstances giving rise to such Financial Indebtedness falling within subparagraph (i) or (ii) above are not remedied within 20 Business Days of such circumstances first applying or if earlier, (if written demand for payment is made on a Relevant Group Member) the day

falling five Business Days after the expressed due date for payment by such Relevant Group Member if such payment has not been made by that time; or

(vi)Attachment or distress: a creditor or encumbrancer attaches or takes possession of or a receiver or similar officer is appointed over the whole or any material part of the assets of any member of the Group, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, the whole or any material part of the assets of any member of the Group and such process is not discharged within 30 days, provided that there shall be no Default under any of this paragraph (f) or paragraph (g), (h) or (i) below if:

(1)the relevant circumstances apply to a member of the Group (a Non-Material Subsidiary) which is not an Obligor or a Material Subsidiary; and

(2)the aggregate total assets and the aggregate net revenues of all Non Material Subsidiaries to which any of paragraphs (f), (g), (h) or (i) has applied since the Signing Date does not exceed ten per cent. of the consolidated total assets or net revenues of the Group (as determined from the Company's most recent Consolidated Financial Statements); or

(vii)Inability to pay debts: subject to the proviso in paragraph (f) above, any member of the Group:

(1)suspends payment of its debts generally or is unable or admits its inability to pay its debts generally as they fall due; or

(2)proposes or enters into any composition or other arrangement for the benefit of its creditors generally; or

(3)has proceedings commenced against it with a view to the readjustment or rescheduling of any of its Financial Indebtedness which it would not otherwise be able to pay as it fell due; or

(viii)Insolvency proceedings: subject to the proviso in paragraph (f) above, any member of the Group:

(1)is adjudicated or found insolvent; or

(2)has an order made against it by any competent court or passes a resolution for its winding-up or dissolution (excluding any solvent dissolution, liquidation or reorganisation) or for the appointment of a liquidator, administrator, trustee, receiver, administrative receiver or similar officer in respect of it or the whole or any substantial part of its assets; or

(ix)Analogous proceedings: subject to the proviso in paragraph (f) above, any event occurs which under the laws of any jurisdiction has a similar or analogous effect to any of the events mentioned in paragraph (f), (g) or (h) above; or

(x)United States Bankruptcy Laws: any of the following occurs in respect of a U.S. Debtor:

(1)it makes a general assignment for the benefit of creditors;

(2)it commences a voluntary case or proceeding under any U.S. Bankruptcy Law; or

(3)an involuntary case under any U.S. Bankruptcy Law is commenced against it and is not controverted within 30 days or is not dismissed or stayed within 90 days after commencement of the case; or

(4)an order for relief or other order approving any case or proceeding is entered under any U.S. Bankruptcy Law,

and, for this purpose, U.S. Bankruptcy Law means the United States Bankruptcy Code 1978 or any other United States Federal or State bankruptcy, insolvency or similar law; or

(xi)Cessation of business: any Obligor suspends, ceases or threatens to suspend or cease to carry on its business unless (except in the case of the Company) such cessation, or threatened cessation, is in connection with a merger, consolidation or any other form of combination with another company and such company assumes all obligations of any Obligor respectively under the Financing Documents or (in the case of the Company) unless such cessation or threatened cessation is in connection with a merger, consolidation or other form of combination in connection with the establishment of New Holdco which is not a Change of Control; or

(xii)Governmental intervention: all or a material part of the assets, rights or revenues of, or shares or other ownership interests in, any of the Obligors are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government; or

(xiii)Minimum share capital requirements: any Italian Obligor falls in the situations set out in Article 2447 or 2482-ter of the Italian Civil Code, unless the minimum share capital required by law is restored within 60 days from the loss of share capital having occurred.

18.bAcceleration

(i)If a Default described in Clause 18.1(j)(ii), (iii) or (iv) (U.S. Bankruptcy Laws) occurs, the relevant U.S. Debtor shall not be entitled to draw any Advances under this Agreement and all amounts outstanding under the Financing Documents from that U.S. Debtor will be immediately and automatically due and payable.

(ii)If a Default (other than a Default described in paragraph (a) above) occurs and remains unremedied the Facility Agent may, and shall if so instructed by the Majority Banks, by notice to CIFE:

(1)cancel the Facility and require all relevant Borrowers immediately to repay the Advances together with accrued interest and all other sums payable under this Agreement, whereupon they shall become immediately due and payable; or

(2)place the Facility on demand, whereupon the Advances together with accrued interest and all other sums payable under this Agreement shall become repayable on demand made by the Facility Agent on the instructions of the Majority Banks.

Upon the service of any such notice by the Facility Agent the Commitment of each Bank shall be cancelled.

19.PRO RATA SHARING

19.aRedistribution

If any amount owing by an Obligor under this Agreement to a Bank (the Sharing Bank) is discharged by voluntary or involuntary payment, set-off or any other manner other than through the Facility Agent in accordance with Clause 12 (Payments), then:

(i)the Sharing Bank shall immediately notify the Facility Agent of the amount discharged and the manner of its receipt or recovery;

(ii)the Facility Agent shall determine whether the amount discharged is in excess of the amount which the Sharing Bank would have received had the amount discharged been received by the Facility Agent and distributed in accordance with Clause 12 (Payments);

(iii)the Sharing Bank shall pay the Facility Agent an amount equal to that excess (the Excess Amount) within five Business Days of demand by the Facility Agent;

(iv)the Facility Agent shall treat the Excess Amount as if it were a payment by such Obligor under Clause 12 (Payments) and shall pay the Excess Amount to the Banks (other than the Sharing Bank) in accordance with Clause 12.8 (Partial Payments); and

(v)as between such Obligor and the Sharing Bank, the Excess Amount shall be treated as not having been received or recovered, and accordingly such Obligor shall owe the Sharing Bank an immediately payable debt equal to the Excess Amount.

19.bLegal Proceedings

Notwithstanding Clause 19.1 (Redistribution), no Sharing Bank shall be obliged to share any Excess Amount which it receives or recovers pursuant to legal proceedings taken by it to recover any sums owing to it under this Agreement with any other Bank which has a legal right to, but does not, either join in such proceedings or commence and diligently pursue separate proceedings to enforce its rights, unless the proceedings instituted by the Sharing Bank are instituted by it without prior notice having been given to such Bank through the Facility Agent and an opportunity to such Bank to join in such proceedings.

19.cReversal of Redistribution

If any Excess Amount subsequently has to be wholly or partly refunded to an Obligor by a Sharing Bank which has paid an amount equal to that Excess Amount to the Facility Agent under Clause 19.1 (Redistribution), each Bank to which any part of that amount was distributed shall on request from the Sharing Bank repay to the Sharing Bank that Bank's proportionate share of the amount which has to be so refunded by the Sharing Bank.

19.dInformation

Each Bank shall on request supply to the Facility Agent such information as the Facility Agent may from time to time request for the purpose of this Clause 19.

20.THE FACILITY AGENT, THE ARRANGERS AND THE BANKS

20.aAppointment and Duties

(i)Each Bank irrevocably appoints the Facility Agent to act as its agent in connection with this Agreement and irrevocably authorises the Facility Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with this Agreement together with any other incidental rights, powers and discretions, provided that the Facility Agent may not commence any legal proceedings on behalf of any Bank without such Bank's prior written consent.

(ii)The Facility Agent shall have no duties or responsibilities except those expressly set out in this Agreement. As to any matters not expressly provided for, the Facility Agent shall act or refrain from acting in accordance with the instructions of the Majority Banks (but in the absence of any such instructions shall not be obliged to act or refrain from acting). Any such instructions, and any action taken by the Facility Agent in accordance with those instructions, shall be binding upon all the Banks.

(iii)Unless a contrary indication appears in a Financing Document, the Facility Agent shall not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Banks.

(iv)Unless a contrary indication appears in a Financing Document, the Facility Agent may:

(1)act in an agency, trustee, fiduciary or other capacity on behalf of any other banks or financial institutions providing facilities to any Obligor or any associated company of any Obligor, as freely in all respects as if it had not been appointed to act as agent for the Banks under this Agreement and without regard to the effect on the Banks of acting in such capacity; and

(2)subscribe for, hold, be beneficially entitled to or dispose of shares or securities, or options or other rights to and interests in shares or securities in any Obligor or any associated company of any Obligor (in each case, without liability to account).

(v)Unless a contrary indication appears in a Financing Document, in the absence of instructions from the Majority Banks, (or, if appropriate, the Banks) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Banks.

(vi)Each division or department of the Facility Agent shall be treated as a separate entity from any other division or department of the Facility Agent. If any of the Facility Agent's divisions or departments should act for any Obligor in any capacity (whether as bankers or otherwise) in relation to any other matter, any information given by that Obligor to any such division or department may be treated as confidential and the Facility Agent shall, as between itself and the Banks, not be obliged to disclose the same to any Bank or any other person.

(vii)It is acknowledged that the role of the Arrangers is and has been confined solely to arranging the Facility and that in such capacity they shall have no obligations and liabilities in relation to this Agreement.

(viii)Nothing in this Agreement constitutes the Facility Agent or any Arranger as a trustee or fiduciary of any other person.

20.bPayments

(i)The Facility Agent shall promptly account to the Lending Office of each Bank for such Bank's due proportion of all sums received by the Facility Agent for such Bank's account, whether by way of repayment or prepayment of principal or payment of interest, fees or otherwise.

(ii)The Facility Agent shall maintain a register showing the principal amount of each Advance outstanding under this Agreement and the amount of each Bank's Participation in the Advances.

20.cRights and discretions of the Facility Agent

(i)The Facility Agent shall not be obliged to monitor or enquire as to whether or not a Default or Potential Default has occurred. The Facility Agent shall be entitled to assume that no Default or Potential Default has occurred unless it receives notice to the contrary from an Obligor or CIFE or any Bank describing the Default or Potential Default and stating that such notice is a Default Notice or unless it is aware of a payment default under this Agreement, in which case it shall promptly notify each Bank.

(ii)The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Banks) that:

(1)any right, power, authority or discretion vested in any Party or the Majority Banks has not been exercised; and

(2)any notice or request made by the Company (other than a Drawdown Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(iii)The Facility Agent may assume that:

(1)any instructions received by it from the Majority Banks, any Banks or any group of Banks are duly given in accordance with the terms of the Financing Documents; and

(2)unless it has received notice of revocation, that those instructions have not been revoked.

(iv)The Facility Agent may act in relation to the Financing Documents through its officers, employees and agents.

(v)Unless a Financing Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(vi)Notwithstanding any provision of any Financing Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

20.dReliance

(i)The Facility Agent may:

(1)rely on:

(a)any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person by whom it purports to be communicated or signed; and

(b)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(2)engage, pay for and rely on the advice of any professional advisers selected by it given in connection with this Agreement or any of the matters contemplated by this Agreement,

and shall not be liable to any Party for any of the consequences of such reliance except in case of gross negligence or wilful misconduct.

(ii)Without prejudice to the generality of paragraph (a)(ii) above or paragraph (c) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Banks) if the Facility Agent in its reasonable opinion deems this to be necessary.

(iii)The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

20.eLegal Proceedings

(i)The Facility Agent shall not be obliged to take or commence any legal action or proceeding against any Obligor or any other person arising out of or in connection with this Agreement until it shall have been indemnified or secured to its satisfaction against all costs, claims and expenses (including any costs award which may be made against it as a result of any such legal action or proceeding not being successful) which it may expend or incur in such legal action or proceeding.

(ii)Notwithstanding any other provision of any Financing Document to the contrary, the Facility Agent may refrain from doing anything which might in its opinion constitute a breach of any law or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.

20.fNo Liability

(i)The Facility Agent nor any of their officers, employees or agents shall be liable for any action taken or not taken by it or any of them under or in connection with this Agreement unless directly caused by its or their gross negligence or wilful misconduct.

(ii)No Finance Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility

Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Financing Document and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

(iii)Neither the Facility Agent nor any of the Arrangers shall be responsible for any statements, representations or warranties in this Agreement or for any information supplied or provided to any Bank by the Facility Agent or any Arranger in respect of any Obligor or any other person or for any other matter relating to this Agreement or for the execution, genuineness, validity, legality, enforceability or sufficiency of this Agreement or any other document referred to in this Agreement or for the recoverability of any Advance or any other sum to become due and payable under this Agreement.

(iv)The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Financing Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose and (in each case) the Facility Agent is otherwise in compliance with its obligations under the Financing Documents and under the regulations and operating procedures of that recognised clearing or settlement system.

(v)Nothing in this Agreement shall oblige the Facility Agent or any Arranger to carry out or be responsible for any "know your customer" or other checks in relation to any person on behalf of any Bank or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Bank and each Bank confirms to the Facility Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or any Arranger.

(vi)Without limiting paragraph (g) below (and without prejudice to any other provision of any Financing Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of:

(1)any act, event or circumstance not reasonably within its control; or

(2)the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(vii)Without prejudice to any provision of any Financing Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Financing Document shall be limited to the amount of actual loss which has been suffered (as determined by

reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

20.gRelationship with the Banks

(i)Subject to Clause 25.13 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Bank at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Bank acting through its Facility Office:

(1)entitled to or liable for any payment due under any Financing Document on that day; and

(2)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Financing Document made or delivered on that day,

(3)unless it has received not less than five Business Days' prior notice from that Bank to the contrary in accordance with the terms of this Agreement.

(ii)Any Bank may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Bank under the Financing Documents. Such notice shall contain the address, fax number and electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Bank for the purposes of Clause 24.3 (Addresses) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Bank.

20.hCredit Decisions

(i)Each Bank:

(1)acknowledges that it has, independently and without reliance on the Facility Agent or any Arranger, made its own analysis of the transaction contemplated by, and reached its own decision to enter into, this Agreement and made its own investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each Obligor; and

(2)agrees that it shall continue to make its own independent appraisal of the creditworthiness of each Obligor.

(ii)Each Bank agrees that it shall, independently and without reliance on the Facility Agent or any Arranger, make its own decision to take or not take action under this Agreement.

(iii)Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Financing Document, each Bank confirms to the Facility Agent and each Arranger that it has been, and will continue to be, solely responsible for making its own independent

appraisal and investigation of all risks arising under or in connection with any Financing Document including but not limited to:

(1)the financial condition, status and nature of each member of the Group;

(2)the legality, validity, effectiveness, adequacy or enforceability of any Financing Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document;

(3)whether that Bank has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Financing Document, the transactions contemplated by the Financing Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document; and

(4)the adequacy, accuracy and/or completeness of the Information Package and any other information provided by the Facility Agent, any Party or by any other person under or in connection with any Financing Document, the transactions contemplated by the Financing Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document.

20.iDeduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Financing Documents the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Financing Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Financing Documents that Party shall be regarded as having received any amount so deducted.

20.jInformation

(i)The Facility Agent shall provide the Banks with all information and copies of all notices which are given to it and which by the terms of this Agreement are to be provided or given to the Banks.

(ii)Except as specifically provided in this Agreement, the Facility Agent shall not be under any duty or obligation:

(1)either initially or on a continuing basis, to provide any Bank with any credit information or other information with respect to the financial condition of an Obligor or which is otherwise relevant to the Facility; or

(2)to request or obtain any certificate, document or information from an Obligor unless specifically requested to do so by a Bank in accordance with this Agreement.

(iii)Each Bank must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all know your customer requirements, the completion of which the Facility Agent shall promptly notify the Company.

20.kDuties of the Facility Agent

(i)Subject to paragraph (b) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(ii)Paragraph (a) above shall not apply to any Transfer Certificate or to any assignment agreement pursuant to Clause 25.3 (Assignments by Banks) or to any Increase Confirmation pursuant to Clause 2.2 (Increase), each of which may be delivered to any Party (other than to any Obligor).

(iii)Except where a Financing Document specifically provides otherwise, the Facility Agent is not obliged to review or check the contents or the adequacy of any document it forwards to another Party.

(iv)If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(v)If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent or an Arranger) under and in accordance with this Agreement it shall promptly notify the other Finance Parties.

(vi)The Facility Agent's duties under the Financing Documents are solely mechanical and administrative in nature.

20.lRelationship with Banks

(i)In performing its functions and duties under this Agreement, the Facility Agent shall act solely as the agent for the Banks and except as expressly provided in this Agreement shall not be deemed to be acting as trustee for any Bank and shall not assume or be deemed to have assumed any obligation as agent or trustee for, or any relationship of agency or trust with, any Obligor.

(ii)None of the Facility Agent, the Arrangers or any Bank shall be under any liability or responsibility of any kind to any Obligor or any other Bank arising out of or in relation to any failure or delay in performance or breach by any Obligor or any other Bank of any of its or their respective obligations under this Agreement.

20.mInstructions

(i)The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Banks (or, if the relevant Financing Document stipulates the matter is a decision for any other Bank or group of Banks, from that Bank or group of Banks) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(ii)Save in the case of decisions stipulated to be a matter for any other Bank or group of Banks under the relevant Financing Document and unless a contrary indication appears in a Financing Document, any instructions given to the Facility Agent by the Majority Banks shall override any conflicting instructions given by any other Finance Parties and will be binding on all Finance Parties.

(iii)The Facility Agent may refrain from acting in accordance with any instructions of any Bank or group of Banks until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Financing Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

20.nFacility Agent's Position

(i)With respect to its own Participation in an Advance (if any), the Facility Agent shall have the same rights and powers under and in respect of this Agreement as any other Bank and may exercise those rights and powers as though it were not also acting as agent for the Banks. The Facility Agent may, without liability to account, accept deposits from, lend money to and generally engage in any kind of banking, finance, advisory, trust or other business with or for any Obligor as if it were not the agent for the Banks under this Agreement.

(ii)The Facility Agent may retain for its own use and benefit (and shall not be liable to account to any Bank for all or any part of) any sums received by it by way of agency or management or arrangement fees or by way of reimbursement of expenses incurred by it.

20.oIndemnity

Each Bank shall immediately on demand indemnify the Facility Agent (to the extent not reimbursed by the Obligors) rateably according to the proportion which that Bank's Commitment bears to the Total Commitments from and against all liabilities, losses and expenses of any kind or nature whatsoever which may be incurred by the Facility Agent in its capacity as agent or trustee for the Banks or in any way relating to or arising out of this Agreement or any action taken or omitted by the Facility Agent in enforcing or preserving the rights of the Banks or the Facility Agent under this Agreement, provided that no Bank shall be liable for any portion of such liabilities, losses or expenses resulting from the Facility Agent's gross negligence or wilful misconduct.

20.pResignation

(i)The Facility Agent may resign by giving at least 60 days' notice to CIFE and each Bank. Upon receipt of a notice of resignation CIFE and the Majority Banks may select any bank or other financial institution as a successor Facility Agent.

(ii)If no bank or other financial institution selected by CIFE and the Majority Banks shall have accepted such appointment within 20 days after the Facility Agent has given a notice of resignation then the Majority Banks may, after consultation with CIFE, appoint any bank or other financial institution as successor Facility Agent.

(iii)If no bank or other financial institution selected by the Majority Banks shall have accepted such appointment within 40 days after the Facility Agent has given a notice of resignation then the resigning Facility Agent may, after consultation with CIFE, appoint any bank or other financial institution of reputable standing with an office in London as successor Facility Agent.

(iv)The resignation of the Facility Agent and the appointment of any successor Facility Agent shall both become effective only upon the successor Facility Agent notifying the retiring Facility Agent, CIFE and each Bank that it accepts its appointment. On such notification:

(1)the resigning Facility Agent shall be discharged from its obligations and duties as Facility Agent under this Agreement but it shall continue to be able to rely on the provisions of this Clause 20 in respect of all matters relating to the period of its appointment; and

(2)the successor Facility Agent shall assume the role of Facility Agent and shall have all the rights, powers, discretions and duties which the Facility Agent has under this Agreement.

(v)The resigning Facility Agent shall, at its own cost, make available to the successor Facility Agent all records and documents held by it as Facility Agent, and shall co-operate with the successor Facility Agent to ensure an orderly transition.

(vi)The Facility Agent shall resign in accordance with paragraph (a) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent) if on or after the date which is 60 days before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Financing Documents, either:

(1)the Facility Agent fails to respond to a request under Clause 12.12 (FATCA Information) and a Bank reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(2)the information supplied by the Facility Agent pursuant to Clause 12.12 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(3)the Facility Agent notifies the Company and the Banks that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Bank reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Bank, by notice to the Facility Agent, requires it to resign.

20.qRemoval of the Facility Agent

The Majority Banks may remove the Facility Agent from its role as the Facility Agent under this Agreement by giving notice to that effect to each Party. Upon delivery of such notice, the Facility Agent shall be deemed to have given notice of resignation pursuant to Clause 20.16(a) (Resignation) and the provisions of Clause 20.16 (Resignation) shall apply to such deemed notice.

20.rChange of Office

The Facility Agent may at any time in its sole discretion by notice to CIFE and each Bank designate a different office in the United Kingdom from which its duties as the Facility Agent will be performed.

20.sAmounts paid in error

(i)If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that

amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(ii)Neither:

(1)the obligations of any Party to the Facility Agent; nor

(2)the remedies of the Facility Agent,

(whether arising under this Clause 20.19 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing (including, without limitation, any obligation pursuant to which an Erroneous Payment is made) which, but for this paragraph (b), would reduce, release, preclude or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

(iii)All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 20.19 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(iv)In this Agreement, Erroneous Payment means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was made in error.

21.FEES AND EXPENSES

21.aExpenses and Costs

Subject to any limits on and other matters relating to the same that may previously have been agreed by the Arrangers prior to the Signing Date, CIFE shall reimburse all expenses reasonably incurred, and any VAT on those expenses (save to the extent recoverable by the person incurring the expense or any affiliate as an input):

(i)by each of the Arrangers and the Facility Agent in connection with the negotiation, preparation and execution of the Financing Documents and the other documents contemplated by the Financing Documents;

(ii)by each of the Arrangers and the Facility Agent in respect of the syndication of the Facility;

(iii)by the Facility Agent and the Banks in connection with the granting of any release, waiver or consent or in connection with any amendment or variation of any Financing Document where such release, waiver, consent, amendment or variation has been requested by CIFE; and

(iv)by the Facility Agent and the Banks in enforcing, perfecting, protecting or preserving (or attempting so to do) any of their rights, or in suing for or recovering any sum due from any Obligor or any other person under any Financing Document,

within five Business Days of demand, upon presentation of a statement of account reasonably documented for administrative and fiscal purposes.

21.bParticipation and Agency Fees

Subject to Clause 12.1 (Place and Time), CIFE shall pay to the Banks participation fees in accordance with the terms of the Participation Fees Letters and CIFE shall pay to the Facility Agent agency fees in accordance with the terms of the Agency Fees Letter. For the avoidance of doubt, all liabilities and obligations of CIFE under the Participation Fees Letters and the Agency Fees Letter shall be deemed to be incurred under this Agreement.

21.cCommitment Fee

CIFE shall pay a commitment fee in Euros to the Facility Agent for the account of the Banks at a rate per annum equal to 35% of the Margin applicable at the relevant time on the Available Facility. The commitment fee shall accrue from day to day during the Drawdown Period and be calculated on the basis of the actual number of days elapsed and a 360 day year in respect of the Drawdown Period and shall be due quarterly in arrear (with the first payment due three Months after the Signing Date) and on the last day in the Drawdown Period or on any earlier date on which the Total Commitments equal zero. CIFE shall pay such commitment fees within ten Business Days of receipt of notification of the amount of such commitment fees from the Facility Agent.

21.dUtilisation Fee

(i)CIFE shall pay to the Facility Agent for the account of the Banks a utilisation fee in Euros on the Original Euro Amount of all Advances outstanding from day to day computed at the rates set out below:

(1)0.075% per annum in respect of each day that the Original Euro Amount of all Advances exceeds zero but is less than or equal to 33⅓% of the Total Commitments;

(2)0.15% per annum in respect of each day that the Original Euro Amount of all Advances exceeds 33⅓% of the Total Commitments but is less than or equal to 66⅔% of the Total Commitments; and

(3)0.30% per annum in respect of each day that the Original Euro Amount of all Advances exceeds 66⅔% of the Total Commitments.

(ii)The utilisation fee shall be calculated on the basis of the actual number of days elapsed and a 360 day year and be due quarterly in arrear and on any earlier date on which the Total Commitments equal zero. CIFE shall pay such utilisation fees within ten Business Days of receipt of notification of the amount of such utilisation fees from the Facility Agent.

21.eDocumentary Taxes Indemnity

(i)Subject to paragraph (c) below, all stamp, documentary, registration or other like duties or Taxes which are imposed or chargeable on or in connection with this Agreement shall be paid by CIFE, other than where any such amount becomes due in respect of, or in connection with, a Transfer Certificate. The Facility Agent shall be entitled but not obliged to pay any such duties or Taxes (whether or not they are its primary responsibility). If the Facility Agent does so then the Facility Agent shall notify CIFE that any such payment has been made and CIFE shall on demand indemnify

the Facility Agent against those duties and Taxes and against any costs and expenses incurred by the Facility Agent in discharging them.

(ii)For the avoidance of doubt, the Original Banks and the Original Borrowers hereby expressly do not opt for the application of the substitutive tax regime set out under Article 17 of the Italian Presidential Decree No. 601 of 29 September 1973.

(iii)No stamp duty, registration and other like duties or Taxes payable in respect of any Financing Document shall be payable or the subject of an indemnity by CIFE in the event, or as result of, a voluntary registration made, by or on behalf of a Bank, of any Financing Document with the relevant tax administration (excluding any voluntary registration made which is necessary for the relevant Bank to enforce (and is made for the purposes, or in contemplation of, an actual enforcement of) or to preserve any of its rights under any Financing Document), in which case such registration duties should be borne by such Bank.

21.fVAT

(i)All amounts expressed to be payable under a Financing Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Financing Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(ii)If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Financing Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Financing Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(1)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(2)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii)Where a Financing Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the

extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv)Any reference in this Clause 21.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the relevant VAT grouping rules.

(v)In relation to any supply made by a Finance Party to any Party under a Financing Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

22.AMENDMENTS AND WAIVERS

22.aMajority Banks

(i)Subject to Clause 22.2 (All Banks), any term of this Agreement may be amended or waived with the written agreement of CIFE and the Majority Banks. The Facility Agent may effect, on behalf of each Finance Party and CIFE may effect, on behalf of itself and the other Obligors, an amendment or waiver to which the Majority Banks or, as the case may be, the Banks have agreed.

(ii)The Facility Agent shall promptly notify CIFE and each Bank of any amendment or waiver effected under paragraph (a) of this Clause 22.1 and any such amendment or waiver shall be binding on the Obligors and each Bank.

22.bAll Banks

An amendment or waiver which relates to:

(i)the definition of Majority Banks or Margin in Clause 1.1 (Definitions);

(ii)an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under this Agreement;

(iii)an increase in a Bank's Commitment;

(iv)a term of this Agreement which expressly requires the consent of each Bank; or

(v)Clauses 2.3 (Obligations Several), 2.4 (Rights Several), 8 (Interest), 9 (Repayment and Prepayment), 13 (Guarantee), 19 (Pro Rata Sharing), 21.3 (Commitment Fee), 21.4 (Utilisation Fee) and 22 (Amendments and Waivers),

may not be effected without the prior written consent of each Bank.

22.cNo Implied Waivers; Remedies Cumulative

The rights of the Facility Agent and each Bank under this Agreement:

(i)may be exercised as often as necessary;

(ii)are cumulative and not exclusive of its rights under the general law; and

(iii)may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

22.dOther exceptions

An amendment or waiver which relates to the rights or obligations of the Facility Agent or an Arranger (each in their capacity) may not be effected without the consent of the Facility Agent or that Arranger, as the case may be.

22.eReplacement of a Bank

(i)If at any time:

(1)any Bank becomes a Non-Consenting Bank (as defined in paragraph (d) below); or

(2)an Obligor becomes obliged to pay any amount:

(a)in accordance with Clause 11.1 (Illegality) or (subject to paragraph (B) below) to pay additional amounts pursuant to Clause 11.2 (Increased Costs) or Clause 12.10 (Grossing-up), in each case to any Bank in excess of amounts payable to the other Banks generally;

(b)in connection with Basel III or CRD IV pursuant to Clause 11.2 (Increased Costs) to any Bank; or

(3)any Bank does not agree to an Extension Request given under (and as defined in) Clause 5.7 (Extension Option),

then the Company may, on ten Business Days' prior written notice to the Facility Agent and such Bank, replace such Bank by requiring such Bank to (and such Bank shall) transfer pursuant to Clause 25 (Assignments and Transfers) all (and not part only) of its rights and obligations under this Agreement to a Bank or other bank, financial institution, trust, fund or other entity (a Replacement Bank) (each of which shall not be a member of the Group or an affiliate of a member of the Group) selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Bank (including the assumption of the transferring Bank's participations on the same basis as the transferring Bank) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Bank's Participations and all accrued interest, Breakage Costs and other amounts payable in relation thereto under the Financing Documents, provided that in the case of sub-paragraph (iii) above, the replacement of the Relevant Bank must be made:

(a)in the case of a Bank which declined the Initial Extension Request, no later than 60 days after the first anniversary of the Signing Date; and

(b)in the case of a Bank which declined the Second Extension Request, no later than 60 days after the second anniversary of the Signing Date.

(ii)The replacement of a Bank pursuant to this Clause shall be subject to the following conditions:

(1)the Company shall have no right to replace the Facility Agent;

(2)neither the Facility Agent nor the Bank shall have any obligation to the Company to find a Replacement Bank;

(3)in the event of a replacement of a Non-Consenting Bank such replacement must take place no later than 30 days after the date the Non-Consenting Bank notifies the Company and the Facility Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Financing Documents requested by the Company;

(4)in no event shall the Bank replaced under this paragraph (b) be required to pay or surrender to such Replacement Bank any of the fees received by such Bank pursuant to the Financing Documents; and

(5)the Bank shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer, the completion of which the Bank or the Facility Agent shall promptly notify the Company.

(iii)A Bank shall perform the checks described in paragraph (b)(v) above, acting reasonably and diligently, as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above (and, in any event, within five Business Days of receipt by the relevant Bank of the documents or evidence necessary to perform the checks described in paragraph (b)(v) above) and shall notify the Facility Agent and the Company when it is satisfied that it has complied with those checks.

(iv)In the event that:

(1)the Company or the Facility Agent (at the request of the Company) has requested the Banks to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Financing Documents;

(2)the consent, waiver or amendment in question requires the approval of all the Banks; and

(3)Banks whose Commitments aggregate more than 90% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 90% of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

then any Bank who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Bank.

(v)For the purposes of this Clause, Basel III means:

(1)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital

buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(2)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(3)any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III.

22.fChanges to Reference Rates

(i)Subject to Clause 22.4 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for an Advance, any amendment or waiver which relates to:

(1)providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and

(2)

(a)aligning any provision of any Financing Document to the use of that Replacement Reference Rate;

(b)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(c)implementing market conventions applicable to that Replacement Reference Rate;

(d)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(e)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Banks) and the Obligors.

(ii)An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Advance in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:

(1)relates to the use of the RFR for that currency on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(2)is issued on or after the date of this Agreement,

may be made with the consent of the Facility Agent (acting in its own capacity and on the instructions of the Majority Banks) and the Obligors.

(iii)If any Bank fails to respond to a request for an amendment or waiver described in paragraph (a) or (b) above within 10 Business Days (or such longer time period in relation to any request which the Company and the Facility Agent may agree) of that request being made:

(1)its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(2)its status as a Bank shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Banks has been obtained to approve that request.

(iv)In this Clause 22.6:

Published Rate means:

(1)an RFR; or

(2)the Screen Rate for any Quoted Tenor, other than a Quoted Tenor for USD LIBOR.

Published Rate Replacement Event means, in relation to a Published Rate:

(1)the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Banks and the Obligors, materially changed;

(2)

(a)

i.the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

ii.information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(b)the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(c)the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(d)the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(e)in the case of the Screen Rate for any Quoted Tenor for EURIBOR the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information stating that that Screen Rate for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); or

(3)the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(a)the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Banks and the Obligors) temporary; or

(b)that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the period which is:

i.set out opposite the relevant Screen Rate in Schedule 11 (Screen Rate Contingency Period); or

ii.specified as the "RFR Contingency Period" in the Compounded Rate Terms relating to that Published Rate; or

(4)in the opinion of the Majority Banks and the Obligors, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Reference Rate means a reference rate which is:

(1)formally designated, nominated or recommended as the replacement for a Published Rate by:

(a)the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(b)any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (B) above;

(2)in the opinion of the Majority Banks and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or

(3)in the opinion of the Majority Banks and the Obligors, an appropriate successor to a Published Rate.

22.gDisenfranchisement of Defaulting Banks

(i)For so long as a Defaulting Bank has any Commitment, in ascertaining the Majority Banks or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Participations or the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Financing Documents, that Defaulting Bank's Participations and Commitments will be reduced by the amount of its Participations and Commitments (as appropriate).

(ii)For the purposes of this Clause 22.7, the Facility Agent may assume that the following Banks are Defaulting Banks:

(1)any Bank which has notified the Facility Agent that it has become a Defaulting Bank;

(2)any Bank in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Bank has occurred,

unless it has received notice to the contrary from the Bank concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Bank has ceased to be a Defaulting Bank.

22.hReplacement of a Defaulting Bank

(i)The Company may, at any time a Bank has become and continues to be a Defaulting Bank, by giving ten Business Days' prior written notice to the Facility Agent and such Bank:

(1)replace such Bank by requiring such Bank to (and such Bank shall) transfer pursuant to Clause 25 (Assignments and Transfers) all (and not part only) of its rights and obligations under this Agreement;

(2)require such Bank to (and such Bank shall) transfer pursuant to Clause 25 (Assignments and Transfers) all (and not part only) of the undrawn Commitment of the Bank; or

(3)require such Bank to (and such Bank shall) transfer pursuant to Clause 25 (Assignments and Transfers) all (and not part only) of its rights and obligations in respect of the Facility,

to a Bank or other bank, financial institution, trust, fund or other entity (a Replacement Bank) selected by the Company (each of which shall not be a member of the Group or an affiliate of a member of the Group), and which (unless the Facility Agent is an Impaired Facility Agent) is acceptable to the Facility Agent (acting reasonably) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Bank (including the assumption of the transferring Bank's participations or unfunded participations (as the case may be) on the same basis as the transferring Bank) for a purchase price in cash payable at the time of

transfer equal to the outstanding principal amount of such Bank's participation in the outstanding Advances and all accrued interest, Breakage Costs and other amounts payable in relation thereto under the Financing Documents.

(ii)Any transfer of rights and obligations of a Defaulting Bank pursuant to this Clause shall be subject to the following conditions:

(1)the Company shall have no right to replace the Facility Agent;

(2)neither the Facility Agent nor the Defaulting Bank shall have any obligation to the Company to find a Replacement Bank;

(3)the transfer must take place no later than 30 days after the notice referred to in paragraph (a) above; and

(4)in no event shall the Defaulting Bank be required to pay or surrender to the Replacement Bank any of the fees received by the Defaulting Bank pursuant to the Financing Documents.

23.MISCELLANEOUS

23.aSeverance

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(i)the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(ii)the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

23.bCounterparts

This Agreement may be executed in any number of counterparts and this shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

23.cContractual recognition of bail-in

Notwithstanding any other term of any Financing Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Financing Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i)any Bail-In Action in relation to any such liability, including (without limitation):

(a)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(b)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(c)a cancellation of any such liability; and

(ii)a variation of any term of any Financing Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

24.NOTICES

24.aMethod

Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax, letter or, to the extent that the relevant Party has specified such address, by unencrypted email, and in the case of the notification of rates of interest by the Facility Agent pursuant to Clause 8.7 (Calculation and Payment of Interest) and in the case of the delivery of any document by the Company pursuant to Clause 17.1 (Information Undertakings) or by the Facility Agent pursuant to paragraph (a) of Clause 20.10(a) (Information), the Company or, as the case may be, the Facility Agent may refer the relevant Party or Parties (by fax or letter or (if so specified) email) to a web site and to the location of the relevant information on such web site in discharge of such notification or delivery obligation provided that:

(i)in relation to the notification of rates of interest pursuant to Clause 8.7 (Calculation and Payment of Interest), if any Party notifies the Facility Agent that it is unable to access such website the Facility Agent will promptly notify that Party of the relevant interest rate using an alternative method of communication permitted under this Clause 24.1(a); and

(ii)in relation to the delivery of any document by an Obligor pursuant to Clause 17.1 (Information Undertakings), if the Facility Agent notifies that Obligor that a Bank or Banks are unable to access that Obligor's official website, that Obligor shall promptly supply to the Facility Agent sufficient copies of such documents for such Banks.

24.bDelivery

(i)Any notice or other communication to be given by one Party to another under this Agreement shall (unless one Party has by 15 days' notice to the other Party specified another address) be given to that other Party, in the case of CIFE and the Facility Agent, at the respective addresses given in Clause 24.3 (Addresses), and in the case of the Banks, at the address notified in writing to the Facility Agent prior to or on the Signing Date or, as the case may be, the schedule to its relevant Transfer Certificate. Any notice or communication given to CIFE shall be deemed to have been given to each of the Obligors. Any communication or document which becomes effective, in accordance with this Clause 24, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

(ii)All communications to an Obligor (other than CIFE) must be sent through CIFE.

(iii)Each Obligor (other than CIFE) irrevocably appoints CIFE to act on its behalf in respect of the below:

(1)to receive all communications under or in connection with the Financing Documents;

(2)to exercise any rights or discretions on its behalf specified in the Financing Documents;

(3)to supply all information concerning itself to any Finance Party; and

(4)to sign all documents specified in the Financing Documents on its behalf under or in connection with the Financing Documents.

(iv)Any communication made or delivered to CIFE in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

(v)Each Finance Party may assume that any communication made by CIFE (or CIFE on behalf of an Obligor) is made with the consent of each other Obligor.

24.cAddresses

The address, fax number and, if so specified, email address of CIFE and the Facility Agent are:

(i)CIFE:

c/o CNH Industrial Finance Europe S.A.

291, Route d’Arlon, L-1150 Luxembourg

Attention: Chairman

Fax: +352 2673 2180

(ii)The Facility Agent:

Citibank Europe PLC, UK Branch

London Loans Agency

5th Floor Citigroup Centre

Mail drop CGC2 05-65

25 Canada Square

London

E14 5LB

Tel: +44 207 508 1395

Fax: +44 207 492 3980

Email: as advised from time to time

24.dDeemed Receipt

Any notice or other communication given under this Agreement shall be deemed to have been received:

(i)if sent by fax, with a confirmed receipt of transmission from the receiving machine, on the day on which transmitted;

(ii)if sent by email, when received in legible form;

(iii)in the case of a notice given by hand, on the day of actual delivery; and

(iv)if posted, on the tenth Business Day following the day on which it was despatched by first class mail postage prepaid or, as the case may be, airmail postage prepaid,

provided that a notice given in accordance with the above but received on a day which is not a Business Day or after normal business hours in the place of receipt shall be deemed to have been received on the next Business Day.

24.eNotices through Facility Agent

Any notice or other communication from or to any Obligor under this Agreement shall be sent through the Facility Agent.

24.fCommunication when Facility Agent is Impaired Facility Agent

If the Facility Agent is an Impaired FacilityAgent the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly and (while the Facility Agent is an Impaired FacilityAgent) all the provisions of the Financing Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Facility Agent has been appointed.

24.gEnglish language

(i)Any notice given under or in connection with any Financing Document must be in English.

(ii)All other documents provided under or in connection with any Financing Document must be:

(1)in English; or

(2)if not in English, and if so required by the Facility Agent, accompanied by (within a reasonable period of time) an English translation and any failure of any Obligor to provide such English translation within a reasonable period of time under this paragraph (b)(ii) shall not result in a breach of its information or other obligations under this Agreement.

25.ASSIGNMENTS AND TRANSFERS

25.aBenefit of Agreement

This Agreement shall be binding upon and enure to the benefit of each Party and its successors and assigns.

25.bAssignments and Transfers by an Obligor

No Obligor shall be entitled to assign or transfer any of its rights or obligations under this Agreement.

25.cAssignments by Banks

Any Bank may, subject to Clause 25.5 (Conditions to Assignments and Transfers), assign any of its rights and benefits under this Agreement to another bank or other financial institution, provided that until the assignee has confirmed to the Facility Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been a party to this Agreement as a Bank, the Facility Agent and the other Banks shall not be obliged to recognise the

assignee as having the rights against each of them which it would have had if it had been such a party to this Agreement.

25.dTransfers by Banks

(i)Any Bank may, subject to Clause 25.5 (Conditions to Assignments and Transfers), transfer, in accordance with this Clause 25.4, any of its rights and obligations under this Agreement.

(ii)If any Bank (the Existing Bank) wishes to transfer all or any part of its Commitment or Participation in Advances to another bank or other financial institution (the Bank Transferee), such transfer may be effected by way of a novation by the delivery to, and the execution by, the Facility Agent of a duly completed Transfer Certificate.

(iii)On the date specified in the Transfer Certificate:

(1)to the extent that in the Transfer Certificate the Existing Bank seeks to transfer its Commitment or Participation in Advances, the Obligors and the Existing Bank shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this paragraph (c) as Discharged Rights and Obligations);

(2)the Obligors and the Bank Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Obligors and the Bank Transferee have assumed and/or acquired the same in place of the Obligors and the Existing Bank; and

(3)each of the Parties and the Bank Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Bank Transferee been a party under this Agreement as a Bank with the rights and/or the obligations acquired and/or assumed by it as a result of the transfer.

(iv)The Facility Agent shall promptly complete a Transfer Certificate on request by an Existing Bank and upon payment by the Bank Transferee of a fee of €3000 to the Facility Agent, provided that such fee shall not be payable in respect of a transfer to an affiliate of the Existing Bank or another Bank. Each Party irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf, provided that such authorisation does not extend to the execution of a Transfer Certificate on behalf of either the Existing Bank or the Bank Transferee named in the Transfer Certificate.

(v)Subject to the conditions set out in Clause 24.5 (Conditions to Assignment and Transfers), a transfer is effected in accordance with paragraph (c) above when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to by the Existing Bank and the Bank Transferee.

(vi)The Facility Agent shall promptly notify CIFE of the receipt and execution on its behalf by the Facility Agent of any Transfer Certificate.

25.eConditions to Assignments and Transfers

(i)Unless CIFE and the Facility Agent otherwise agree, an assignment or transfer by a Bank shall be in respect of a Commitment of at least €10,000,000 or, if less, the amount of that Bank’s Commitment.

(ii)An assignment or transfer of any Commitment or Participation in the Advances (other than (i) any such assignment or transfer to a Bank or to an affiliate of a Bank which is not a fund or (ii) after a Default which is outstanding) shall be subject to the prior approval of CIFE (such approval not to be unreasonably withheld or delayed except in the case of an assignment or transfer to an Industry Competitor). The consent of CIFE to an assignment or transfer shall be deemed to have been given unless an express written refusal is received by the Facility Agent within five Business Days of the request being made to CIFE in which it should be clearly stated that the Facility Agent is requiring the consent to an assignment or transfer of any Commitment or Participation in the Advances.

(iii)No assignment or transfer of any Participation may be made by a Bank (or a Designated Entity) unless a corresponding assignment or transfer of that Bank’s (or the relevant Related Lender’s) Commitment (in an amount equal to the Original Euro Amount of the Participation) is made at the same time to the relevant Bank Transferee.

(iv)An assignment or transfer of any Commitment or Participation in the Advances will only be effective upon performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment or transfer to the Bank Transferee, the completion of which the Facility Agent shall promptly notify to the Existing Bank and the Bank Transferee.

(v)On the date the assignment or transfer becomes effective the Bank Transferee must make the representation on the terms set out in paragraph 4 of the Transfer Certificate.

(vi)The Facility Agent shall make a corresponding entry in the Register pursuant to Clause 25.11 (The Register).

(vii)If:

(1)a Bank assigns or transfers any of its rights or obligations under the Financing Documents to a Bank Transferee (including, without limitation, to an affiliate of such Bank); or

(2)a Bank changes any Lending Office or designates a Designated Entity as its Lending Office instead of the Lending Office it selected on the date it became a Party for the purpose of participating in the Facility,

and as a result of circumstances existing at the date the assignment, transfer, change of Lending Office or designation of Designated Entity occurs, a Borrower would be obliged to make a payment to the Bank Transferee, to the Bank acting through its new Lending Office or to the Designated Entity pursuant to Clause 11.2 (Increased Costs) or Clause 12.10 (Grossing-up), then that Bank Transferee, Bank or Designated Entity acting through its new Lending Office shall only be entitled to receive payment under Clause 11.2 (Increased Costs) or, as the case may be, Clause 12.10 (Grossing-up) to the same extent as the Existing Bank or the Bank acting through its original Lending Office would have been so entitled if the assignment, transfer, change of Lending Office or designation of Designated Entity had not occurred.

(viii)In this Clause, Industry Competitor means any person (or an affiliate of any person) whose primary business is the design, manufacture and sale of agricultural equipment, construction equipment, trucks or commercial vehicles

25.fLimitation of responsibility of Existing Banks

(i)Unless expressly agreed to the contrary, an Existing Bank makes no representation or warranty and assumes no responsibility to a Bank Transferee for:

(1)the legality, validity, effectiveness, adequacy or enforceability of the Financing Documents or any other documents;

(2)the financial condition of any Obligor;

(3)the performance and observance by any Obligor of its obligations under the Financing Documents or any other documents; or

(4)the accuracy of any statements (whether written or oral) made in or in connection with any Financing Document or any other document,

and any representations or warranties implied by law are excluded.

(ii)Each Bank Transferee confirms to the Existing Bank and the other Finance Parties that it:

(1)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Financing Document; and

(2)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Financing Documents or any Commitment is in force.

(iii)Nothing in any Financing Document obliges an Existing Bank to:

(1)accept a re-transfer or re-assignment from a Bank Transferee of any of the rights and obligations assigned or transferred under this Clause 25; or

(2)support any losses directly or indirectly incurred by the Bank Transferee by reason of the non-performance by any Obligor of its obligations under the Financing Documents or otherwise.

25.gConsequences of Transfer

An Obligor shall be under no obligation to pay any greater amount under this Agreement following an assignment or transfer by a Bank of any of its rights or obligations pursuant to this Clause 25 (Assignments and Transfers) if, in the circumstances existing at the time of such assignment or transfer, such greater amount would not have been payable but for the assignment or transfer.

25.hConfidentiality

(i)Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 25.9 (Disclosure of Confidential Information) and Clause 25.10 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

(ii)The Company may disclose a copy or an extract of any Financing Document or any information in relation to the Financing Document (i) on a confidential basis to its board members, to the employees, financial and legal advisers of the Company and/or the Company's Subsidiaries, in each case, who have a need to know this information and who are made aware of the contents of this paragraph prior to such information being disclosed to them; (ii) as required under any applicable law or regulation; (iii) to rating agencies; (iv) to Borsa Italiana and/or CONSOB, the U.S. Securities and Exchange Commission, or other applicable stock exchange or securities regulatory authority; and (v) to whom it deems appropriate.

25.iDisclosure of Confidential Information

Any Finance Party may disclose:

(i)to any of its affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(ii)to any person:

(1)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Financing Documents and to any of that person's affiliates, Related Funds, Representatives and professional advisers;

(2)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Financing Documents and/or one or more Obligors and to any of that person's affiliates, Related Funds, Representatives and professional advisers;

(3)appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Financing Documents on its behalf;

(4)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(5)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(6)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates security (or may do so) pursuant to Clause 25.12 (Encumbrance over Banks' rights);

(7)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(8)who is a Party; or

(9)with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(a)in relation to paragraphs (b)(i), (b)(ii) above and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(b)in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(c)in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(iii)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Financing Documents including without limitation, in relation to the trading of participations in respect of the Financing Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking

for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(iv)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Financing Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

25.jDisclosure to numbering service providers

(i)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(1)names of the Obligors;

(2)country of domicile of the Obligors;

(3)place of incorporation of the Obligors;

(4)date of this Agreement;

(5)the names of the Facility Agent and the Arrangers;

(6)amount of Total Commitments;

(7)currencies of the Facility;

(8)type of Facility;

(9)ranking of Facility;

(10)Termination Date; and

(11)such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(ii)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(iii)Each Obligor represents that none of the information set out in paragraphs (i) to (xi) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(iv)The Facility Agent shall notify the Company and the other Finance Parties of:

(1)the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(2)the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

25.kThe Register

For U.S. federal income tax purposes only, the Facility Agent, acting solely for this purpose as an agent of the Obligors, shall maintain at one of its offices a copy of each Transfer Certificate delivered to it and a register (the Register) for the recordation of the names and addresses of each Bank and the Commitments of and obligations owing to each Bank. Without limitation of any other provision of this Clause 25 (Assignments and Transfers), no transfer shall be effective until recorded in the Register. The entries in the Register shall be conclusive absent manifest error and each Obligor, the Facility Agent and each Bank may treat each person whose name is recorded in the Register as a Bank notwithstanding any notice to the contrary. The Register shall be available for inspection by each Obligor at any reasonable time and from time to time upon reasonable prior notice. The foregoing provisions are intended to comply with the registration requirements in U.S. Treasury Regulation Section 5f.103-1 so that the Advances are considered to be in registered form pursuant to such regulation.

25.lEncumbrance over Banks' rights

(i)In addition to the other rights provided to Banks under this Clause 25, each Bank may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create an Encumbrance in or over (whether by way of collateral or otherwise) all or any of its rights under any Financing Document to secure obligations of that Bank including, without limitation:

(ii)any charge, assignment or other Encumbrance to secure obligations to a federal reserve, central bank or a supranational bank; and

(iii)without prejudice to paragraph (b) of Clause 25.5, in the case of any Bank which is a fund, any charge, assignment or other Encumbrance granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Bank as security for those obligations or securities,

except that no such charge, assignment or other Encumbrance shall:

(1)release a Bank from any of its obligations under the Financing Documents or substitute the beneficiary of the relevant charge, assignment or other Encumbrance for the Bank as a party to any of the Financing Documents; or

(2)require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Bank under the Financing Documents.

25.mPro rata interest settlement

If the Facility Agent is able to distribute interest payments on a "pro rata basis" to Existing Banks and Bank Transferees then (in respect of any assignment pursuant to Clause 25.3 (Assignments by Banks) or transfer pursuant to Clause 25.4 (Transfers by Banks)) and the date on which the relevant assignment or transfer becomes effective, in each case, is after the date of such notification and is not on the last day of an Interest Period:

(i)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Bank up to but excluding the date on which the relevant transfer or assignment becomes effective (Accrued Amounts) and shall become due and payable to the Existing Bank (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii)the rights assigned or transferred by the Existing Bank will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(1)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Bank; and

(2)the amount payable to the Bank Transferee on that date will be the amount which would, but for the application of this Clause 25.13, have been payable to it on that date, but after deduction of the Accrued Amounts.

25.nLuxembourg provisions

Each Luxembourg Obligor hereby expressly accepts and confirms, for the purpose of articles 1278 and 1281 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Agreement, the guarantee given under this Agreement shall be preserved for the benefit of any Bank Transferee.

26.INDEMNITIES

26.aBreakage Costs Indemnity

Each Borrower shall indemnify each Bank on demand against any reasonable loss or expense (including any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Term Rate Advance) which that Bank has sustained or incurred as a consequence of:

(i)A Term Rate Advance not being made to such Borrower following the service of a Drawdown Notice (except as a result of the failure of that Bank to comply with its obligations under this Agreement) or the service of a Market Disruption Notice in respect of a Term Rate Advance requested by such Borrower;

(ii)the failure of such Borrower to make payment on the due date of any sum due under this Agreement;

(iii)the occurrence of any Default or the operation of Clause 18.2 (Acceleration) in relation to such Borrower; or

(iv)any prepayment or repayment in respect of a Term Rate Advance otherwise than on a Repayment Date relative to that Term Rate Advance, such loss or expense being equal to the amount (if any) by which (i) the additional interest excluding the Margin which would have been payable on the amount so received or recovered had it been received or recovered on the related Repayment Date exceeds (ii) the amount of interest determined by the relevant Bank, acting reasonably, which would have been payable to it on the related Repayment Date in respect of a deposit in the currency of the amount so received or recovered equal to the amount so received or recovered (the Relevant Amount) placed by it for a period (the Relevant Period) starting on the third Business Day following the date of such receipt or recovery or, in the case of a prepayment in accordance with Clause 9.2 (Voluntary Prepayment), the day of prepayment and ending on the related Repayment Date and attracting interest at the rate quoted to the relevant Bank at its request by a leading bank in the European Interbank Market (if the currency is Euro) or the London Interbank Market (if any other currency) as the rate of interest that bank would pay on a Relevant Amount for the Relevant Period applicable to that Relevant Amount.

For the avoidance of doubt, any rate quoted to the Facility Agent by a Bank in connection with paragraph (d) above is confidential and may not be disclosed to any Party other than the Facility Agent.

26.bCurrency Indemnity

(i)Any payment made to or for the account of or received by any Finance Party in respect of any moneys or liabilities due, arising or incurred by an Obligor to any Finance Party in a currency (the Currency of Payment) other than the currency in which the payment should have been made under this Agreement (the Currency of Obligation) in whatever circumstances (including as a result of a judgment against any Obligor) and for whatever reason shall constitute a discharge to that Obligor only to the extent of the Currency of Obligation amount which that Finance Party is able on the date of receipt of such payment (or if such date of receipt is not a Business Day, on the next succeeding Business Day) to purchase with the Currency of Payment amount at its spot rate of exchange (as reasonably determined by that Finance Party) in the London foreign exchange market.

(ii)If the amount of the Currency of Obligation which that Finance Party is so able to purchase falls short of the amount originally due to that Finance Party under this Agreement, then the relevant Obligor shall promptly on demand indemnify that Finance Party against any loss or damage arising as a result of that shortfall by paying to that Finance Party that amount in the Currency of Obligation certified by that Finance Party as necessary so to indemnify it.

(iii)Each indemnity in this Clause 26.2 shall constitute a separate and independent obligation from the other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due under this Agreement or under any such judgment or order.

26.cGeneral

The certificate of the relevant Finance Party as to the amount of any loss or damage sustained or incurred by it shall be prima facie evidence to the Obligors in the absence of manifest error.

27.CONFIDENTIALITY OF FUNDING RATES

27.aConfidentiality and disclosure

(i)The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c).

(ii)The Facility Agent may disclose:

(1)any Funding Rate to the relevant Borrower (or the Company) pursuant to Clause 8.7(a) (Calculation and Payment of Interest); and

(2)any Funding Rate to any person appointed by it to provide administration or settlement services in respect of one or more of the Financing Documents including, without limitation, in relation to the trading of participations in respect of the Financing Documents, to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Bank, as the case may be.

(iii)The Facility Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

(1)any of its affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(2)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(3)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(4)any person with the consent of the relevant Bank, as the case may be.

(iv)The Facility Agent’s obligations under this Clause 27 are without prejudice to its obligation to make notifications under Clause 11.5 (Certificates).

27.bRelated obligations

(i)The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(ii)The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Bank, as the case may be:

(1)of the circumstances of any disclosure made pursuant to paragraph (c)(ii) or (c)(iii) of Clause 27.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in those paragraphs during the ordinary course of its supervisory or regulatory function; and

(2)upon becoming aware that any information has been disclosed in breach of this Clause 27.

28.LAW AND JURISDICTION

28.aLaw

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.

28.bJurisdiction

(i)The Parties agree that the courts of England shall have jurisdiction to settle any disputes which may arise in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement) and that any judgment or order of an English court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction. This paragraph (a) is for the benefit of each Finance Party only and shall not limit the right of each Finance Party, to the extent allowed by law, to bring proceedings against an Obligor in connection with this Agreement in any other court of competent jurisdiction or concurrently in more than one jurisdiction.

(ii)Each Obligor:

(1)waives any objections which it may have to the English courts on the grounds of venue or forum non conveniens or any similar grounds as regards proceedings in connection with this Agreement; and

(2)consents to service of process by mail or in any other manner permitted by the relevant law.

28.cWaiver of immunity

The Company irrevocably and unconditionally to the extent permitted by applicable law:

(i)agrees not to claim any immunity from proceedings brought by a Finance Party against the Company in relation to a Financing Document and to ensure that no such claim is made on its behalf;

(ii)consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

(iii)waives all rights of immunity in respect of it or its assets.

28.dAgent for Service

Each Obligor not incorporated in England and Wales shall at all times maintain an agent for service of process in England. That agent shall be CNH Industrial Finance Europe S.A., UK branch of Marble Arch Tower, 55 Bryanston Street, London W1H 7AA or such other address in England and Wales as shall be notified to the Facility Agent. Any claim form, writ, summons, judgment or other notice of legal process shall be sufficiently served on an Obligor if delivered to that agent at its address for the time being. An Obligor shall not revoke the authority of that agent. If for any reason any such agent no longer serves as agent of an Obligor to receive service of process, then that Obligor shall promptly appoint another such agent and immediately advise the Facility Agent of that appointment.

28.eWaiver of trial by jury

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCING DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCING DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

28.fUSA Patriot Act

Each Finance Party that is subject to the requirements of the USA Patriot Act hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Finance Party to identify the Obligors in accordance with the USA Patriot Act. Each Obligor agrees that it will provide each Finance Party with such information as it may request in order for such Finance Party to satisfy the requirements of the USA Patriot Act.

29.ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS

Notwithstanding any other term of any Financing Document or any other agreement, arrangement or understanding between the Parties, to the extent that the Financing Documents provide support, through a guarantee or otherwise, for hedging agreements or any other agreement or instrument that is a QFC (such support, QFC Credit Support and, each such QFC, a Supported QFC), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the U.S. Special Resolution Regimes) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Financing Documents and any

Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(i)in the event a Covered Entity that is party to a Supported QFC (each, a Covered Party) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Financing Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Financing Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that the rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support; and

(ii)as used in this Clause 29 (Acknowledgement regarding any Supported QFCs), the following terms have the following meanings:

BHC Act Affiliate of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

Covered Entity means any of the following:

(1)a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(2)a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(3)a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

QFC has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed on the date set out above.

Schedule 1

THE ORIGINAL BANKS

Bank	Commitment (€)
INTESA SANPAOLO S.P.A.	164,550,000
BANCO BILBAO VIZCAYA ARGENTARIA S.A. - BBVA, MILAN BRANCH	164,550,000
BANCO SANTANDER S.A. – MILAN BRANCH	164,550,000
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY	164,550,000
BARCLAYS BANK IRELAND PLC	164,550,000
BANCA NAZIONALE DEL LAVORO SPA	164,550,000
CITIBANK, N.A., LONDON BRANCH	164,550,000
COMMERZBANK AKTIENGESELLSCHAFT FILIALE DI MILANO	164,550,000
COÖPERATIEVE RABOBANK U.A., MILAN BRANCH	164,550,000
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MILAN BRANCH	164,550,000
DEUTSCHE BANK LUXEMBOURG S.A.	164,550,000
GOLDMAN SACHS INTERNATIONAL BANK	164,550,000
JPMORGAN CHASE BANK N.A., MILAN BRANCH	164,550,000
MIZUHO BANK, LTD., MILAN BRANCH	164,550,000
MUFG BANK, LTD. – MILAN BRANCH	164,550,000
NATIONAL WESTMINSTER BANK PLC	164,550,000
NATIXIS S.A. – MILAN BRANCH	164,550,000
ROYAL BANK OF CANADA	124,550,000
RBC EUROPE LIMITED	40,000,000
SOCIETE GENERALE S.A.	59,994,930
SOCIETE GENERALE, MILAN BRANCH	104,555,070
UNICREDIT S.P.A.	164,550,000

WELLS FARGO BANK INTERNATIONAL UNLIMITED COMPANY	164,500,000
BANK OF COMMUNICATIONS CO., LTD, LONDON BRANCH	49,500,000
BANK OF MONTREAL IRELAND PLC	49,500,000
CIBC WORLD MARKETS PLC	49,500,000
DBS BANK LTD., LONDON BRANCH	49,500,000
ING BANK N.V. – MILAN BRANCH	49,500,000
LLOYDS BANK PLC	49,500,000
MEDIOBANCA INTERNATIONAL (LUXEMBOURG) S.A.	49,500,000
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)	49,500,000
STANDARD CHARTERED BANK	49,500,000
UBI BANCA S.P.A.	49,500,000
MORGAN STANLEY BANK INTERNATIONAL LIMITED	49,500,000
Total	€4,000,000,000

Schedule 2

CONDITIONS PRECEDENT

Part a

CONDITIONS PRECEDENT TO FIRST DRAWDOWN

1.A copy of the constitutional documents of each Obligor, being in respect of:

(i)an Italian Obligor, its deed of incorporation (atto costititivo) and current by-laws (statuto); and

(ii)a Luxembourg Obligor, its consolidated articles of association and an excerpt of the Luxembourg Trade and companies register pertaining to such Luxembourg Obligors; and

(iii)the Dutch Guarantor, its deed of incorporation (akte van oprichting) and its articles of association (statuten).

2.For each Obligor incorporated or organised under the laws of the United States of America or any State of the United States of America (including the District of Columbia), an up-to-date certificate of good standing issued by such Obligor's State of incorporation or organisation.

3.A copy of a resolution of the board of directors (and/or, if required, a shareholders meeting) of each Obligor (other than the Company):

(1)approving the terms of, and the transactions contemplated by, the Financing Documents to which it is a party and resolving that it execute, deliver and perform the Financing Documents to which it is a party;

(2)authorising a specified person or persons to execute the Financing Documents to which it is a party on its behalf; and

(3)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Financing Documents to which it is a party,

or any other appropriate evidence of due authority of an Obligor.

4.A specimen signature of each person authorised by the resolution in paragraph (c) above or otherwise in relation to the Financing Documents and related documents.

5.A certificate from an authorised signatory of each Obligor confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guarantee or similar limit binding on that Obligor to be exceeded.

6.A certificate from an authorised signatory of each Obligor confirming that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Signing Date.

7.For each Italian Obligor, a solvency certificate (certificato di vigenza avente valore di certificazione) dated no earlier than the date falling ten days prior to the Signing Date issued by the relevant Registrar of Companies (Registro delle Imprese).

8.For each Dutch Obligor, an up-to-date extract of the registration of each Dutch Obligor in the Trade Register of the Chamber of Commerce.

9.For each Luxembourg Obligor, a copy of a negative certificate (certificat de non-inscription d'une décision judiciaire) dated no earlier than the date falling ten days prior to the Signing Date, from the Luxembourg trade and companies register.

10.The Participation Fees Letters duly executed by CIFE.

11.The Agency Fees Letter duly executed by CIFE.

12.A copy of the Original Financial Statements of the Company.

13.Legal opinions in the form provided to the Facility Agent from each of:

(1)Allen & Overy LLP, English law legal advisers to the Arrangers;

(2)Freshfields Bruckhaus Deringer, external counsel for the Company on powers and capacity of the Company under Dutch law;

(3)Legance – Avvocati Associati, special Italian counsel for CNH Industrial Finance S.p.A. on powers and capacity of the Italian Obligor under Italian law;

(4)Sullivan & Cromwell LLP (or other internationally recognised law firm agreed by the Facility Agent), special United States counsel for CNH Industrial Finance North America, Inc. on powers and capacity of CNH Industrial Finance North America, Inc. under Delaware law and U.S. federal law; and

(5)Linklaters LLP (or other internationally recognised law firm agreed by the Facility Agent), external counsel for CIFE on powers and capacity of CIFE under Luxembourg law.

14.A letter addressed to the Facility Agent from CNH Industrial Finance Europe S.A., UK branch in which it agrees to act as each Obligor’s agent for service of process in England for the purposes of this Agreement.

15.Evidence that the Existing Facility will be repaid and cancelled in full immediately upon the utilisation of Advances on the first Drawdown Date (in the form of an irrevocable payment and/or cancellation notice under the Existing Facility).

16.Evidence that all fees (other than legal fees), costs and expenses then due from CIFE pursuant to Clause 21 (Fees and Expenses) have been paid or will be paid no later than the first Drawdown Date.

17.Evidence required by the Facility Agent for the purpose of any Bank's know your customer requirements.

Part b

ACCEDING OBLIGOR CONDITIONS PRECEDENT

1.A Certified Copy of the constitutional documents of the proposed Additional Borrower or Additional Guarantor.

2.Certified Copies of documents evidencing that the officers of the proposed Additional Borrower or Additional Guarantor who act as signatories for that proposed Additional Borrower or Additional Guarantor in relation to the Financing Documents have the relevant corporate authority to bind that proposed Additional Borrower or Additional Guarantor and also setting out specimen signatures of such officers.

3.A certificate from an authorised signatory of the proposed Additional Borrower or Additional Guarantor confirming that borrowing or guaranteeing the Total Commitments in full would not breach any limit binding on that Additional Borrower or Additional Guarantor.

4.In the case of an Additional Borrower or Additional Guarantor incorporated in a jurisdiction other than England and Wales, a letter addressed to the Facility Agent from CNH Industrial Finance Europe S.A., UK branch in which it agrees to act as agent for service of process in England of the proposed Additional Borrower or Additional Guarantor for the purposes of this Agreement.

5.Legal opinions from counsel approved by the Facility Agent (acting reasonably) in the jurisdiction of incorporation of the proposed Additional Borrower or Additional Guarantor.

6.A Certified Copy of the latest financial statements of the proposed Additional Borrower or Additional Guarantor.

7.An Accession Memorandum, duly executed by the Additional Borrower or Additional Guarantor and the Company or CIFE.

8.Evidence required by any Bank (through the Facility Agent) for the purpose of any know your customer requirements.

9.For each Additional Guarantor or Additional Borrower incorporated (or having its registered seat) in Italy, an up-to-date solvency certificate (certificato di vigenza avente valore di certificazione) issued by the relevant Registrar of Companies (Registro delle Imprese).

10.A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified CIFE is necessary in connection with the entry into and performance of, and the transactions contemplated by, the Accession Memorandum or for the validity and enforceability of any Financing Document.

11.For each Additional Obligor which is incorporated in Italy, the Netherlands, the United States of America or Luxembourg, equivalent documentation to that required to be delivered by such Obligor under Part 1 of Schedule 2, if applicable.

Schedule 3

DRAWDOWN NOTICE

To:    [The Facility Agent]

From:

[date]

Dear Sirs,

€4,000,000,000 Credit Agreement dated [] 2019 as amended and restated on [●] 2021 (the Credit Agreement)

Terms defined in the Credit Agreement have the same meaning in this notice.

We request an Advance to be drawn down under the Credit Agreement as follows:

(i)Amount of Advance:

(ii)Currency:    [/Euro]

(iii)Drawdown Date:

(iv)Duration of first Interest Period:

(v)Payment instructions:    (if applicable)

We confirm that today and on the Drawdown Date:

(a)the representations and warranties in paragraphs (a) (in respect of each Obligor only), (b) to (d) (inclusive) (k), (l)(i), (m)(i) and (n)(i) (inclusive) of Clause 15.1 (Representations and Warranties) (taking into account the limitations in Clause 15.2(b) (Repetition) to be repeated pursuant to Clause 15.2 (Repetition)) are correct in all material respects; and

(b)[no Default or Potential Default has occurred and is outstanding or will occur on the making of the Advance]/[in the case of a Rollover Advance, no notice has been given under Clause 18.2 (Acceleration) of the Credit Agreement].

SIGNED

For and on behalf of

[]

Schedule 4

FORM OF TRANSFER CERTIFICATE

TRANSFER CERTIFICATE

To:    The Facility Agent and the other parties to the Credit Agreement (as defined below)

This transfer certificate (Transfer Certificate) relates to a €4,000,000,000credit agreement dated [] 2019 as amended and restated on [] 2021and made between (1) CNH Industrial N.V. and others, (2) certain banks, and (3) Citibank Europe PLC, UK Branch as facility agent (the Credit Agreement, which term shall include any amendments or supplements to it).

Terms defined and references construed in the Credit Agreement shall have the same meanings and construction in this Transfer Certificate.

1.*[insert full name of Existing Bank] (the Existing Bank)1:

(1)confirms that to the extent that details appear in the schedule to this Transfer Certificate under the headings Existing Bank's Revolving Commitment and Existing Bank's Participation in Advances, those details accurately summarise its Commitments and its Participations in Advances all or part of which is to be transferred; and

(2)requests *[insert full name of Bank Transferee] (the Bank Transferee) to accept and procure, in accordance with Clause 25 (Assignments and Transfers) of the Credit Agreement, the substitution of the Existing Bank by the Bank Transferee in respect of the amount of its Commitment(s) and its Participation(s) in Advances to be transferred as specified in the schedule to this Transfer Certificate by signing this Transfer Certificate.

2.The Bank Transferee requests each of the Parties to accept this executed Transfer Certificate as being delivered under and for the purposes of Clause 25 (Assignments and Transfers) of the Credit Agreement so as to take effect in accordance with the provisions of that Clause on *[insert date of transfer].

3.The Bank Transferee:

(1)confirms that it has received a copy of the Credit Agreement together with such other documents and information as it has requested in connection with this transaction;

(2)confirms that it has not relied and will not rely on the Existing Bank to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information; and

(3)agrees that it has not relied and will not rely on the Finance Parties to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrowers.

1    If a Designated Entity is transferring its participation, consider whether the Related Lender also needs to transfer the corresponding Commitment. If so both the Designated Entity and the Related Lender should be a party to the transfer certificate in respect of the transfer of their respective rights and obligations.

4.The Bank Transferee undertakes with the Existing Bank and each of the other Parties that it will perform, in accordance with its terms, all those obligations which, by the terms of the Credit Agreement, will be assumed by it upon delivery of the executed copy of this Transfer Certificate to the Facility Agent.

5.On execution of this Transfer Certificate by the Facility Agent on their behalf, the Parties accept the Bank Transferee as a party to the Credit Agreement in substitution for the Existing Bank with respect to all those rights and/or obligations which, by the terms of the Credit Agreement, will be assumed by the Bank Transferee after delivery of the executed copy of this Transfer Certificate to the Facility Agent.

6.None of the Finance Parties:

(1)makes any representation or warranty or assumes any responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Credit Agreement; or

(2)assumes any responsibility for the financial condition of any Borrower or any other party to the Credit Agreement or any other document or for the performance and observance by any Borrower or any other party to the Credit Agreement or any other document of its or their obligations and any and all conditions and warranties, whether express or implied by law or otherwise, are excluded.

7.The Bank Transferee confirms that its Lending Office and address for notices for the purposes of the Credit Agreement are as set out in the schedule to this Transfer Certificate.

8.The Existing Bank gives notice to the Bank Transferee (and the Bank Transferee acknowledges and agrees with the Existing Bank) that the Existing Bank is under no obligation to re-purchase (or in any other manner to assume, undertake or discharge any obligation or liability in relation to) the transferred Commitment(s) and Participation(s) at any time after this Transfer Certificate shall have taken effect.

9.Following the date upon which this Transfer Certificate shall have taken effect, without limiting the terms of this Transfer Certificate, each of the Bank Transferee and the Existing Bank acknowledges and confirms to the other that, in relation to the transferred Commitment(s) and Participation(s), variations, amendments or alterations to any of the terms of the Credit Agreement arising in connection with any renegotiation or rescheduling of the obligations under the Credit Agreement shall apply to and be binding on the Bank Transferee alone.

10.This Transfer Certificate and any non-contractual obligations arising in connection with it are governed by and shall be construed in accordance with English law.

WARNING NOTE: PLEASE ENSURE THAT THE SHARE OF EACH BANK IN ANY LOAN IS AT LEAST EUR100,000, ANY BANK WHO LENDS A LESSER AMOUNT SHOULD CONFIRM THAT IT IS A PROFESSIONAL MARKET PARTY WITHIN THE MEANING OF THE DUTCH FINANCIAL SUPERVISION ACT.

THE SCHEDULE

Existing Bank's Commitment	Amount of Commitment Transferred
Existing Bank's Participation in Advances	Amount of Participation Transferred
*[insert full name of Bank Transferee]	Address for notices
*	*

*[Bank Transferee]

By:

(Duly authorised)

*[Existing Bank]

By:

(Duly authorised)

The Facility Agent on behalf of itself and all other parties to the Credit Agreement

By:

(Duly authorised)

Dated:

Schedule 5

OBLIGOR ACCESSION MEMORANDUM

To:    The Facility Agent

From:    [Subsidiary]

and

[The Company]/[CIFE]

Dated: []

Dear Sirs,

1.We refer to a credit agreement (the Credit Agreement) dated [] 2019 as amended and restated on [●] 2021, between CNH Industrial N.V., Citibank Europe PLC, UK Branch as facility agent, the financial institutions defined therein as Banks and others.

2.Terms defined in the Credit Agreement shall bear the same meaning herein.

3.The Company requests that [Subsidiary] become an Additional [Borrower/Guarantor] pursuant to Clause 14 (Additional Obligors) of the Credit Agreement.

4.[Subsidiary] is a company duly organised under the laws of [name of relevant jurisdiction].

5.[Subsidiary] confirms that it has received from [the Company]/[CIFE] a true and up-to-date copy of the Credit Agreement.

6.[Subsidiary] undertakes, upon its becoming a [Borrower/Guarantor], to perform all the obligations expressed to be undertaken under the Credit Agreement by a [Borrower/Guarantor] and agrees that it shall be bound by the Credit Agreement in all respects as if it had been an original Party thereto as a [Borrower/Guarantor] (for the avoidance of doubt, the Subsidiary shall upon its accession to the Credit Agreement, make the representations and warranties contained in Clause 15.1 (Representations and Warranties) in respect of itself only).

7.This Memorandum shall be governed by English law.

The Company	[Subsidiary]
By:	By:

Schedule 6

FORM OF RESIGNATION NOTICE

To:    [Insert name of Facility Agent]

From:    [The Company]/[CIFE]

Dated: []

Dear Sirs,

1.We refer to a credit agreement (the Credit Agreement) dated [] 2019 as amended and restated on [●] 2021, between CNH Industrial N.V. (the Company), Citibank Europe PLC, UK Branch as facility agent, the financial institutions defined therein as Banks and others.

2.Terms defined in the Credit Agreement shall bear the same meaning herein.

3.We declare that no amount is due from [name of Borrower/Guarantor] under any Financing Document and no [Advance borrowed by that Borrower is outstanding]2 [Potential Default or Default is outstanding or will be in existence immediately after this resignation]3.

4.Pursuant to Clause 14.3 (Resignation of an Obligor) we hereby request that [name of Borrower/Guarantor] shall cease to be a Borrower/Guarantor under the Credit Agreement with effect from [insert date falling on or after the date of the Notice].

Yours faithfully

for and on behalf of

[The Company]/[CNH Industrial Finance Europe S.A.]

2     Include if Borrower resignation.

3     Include if Guarantor resignation.

Schedule 7

FORM OF COMPLIANCE CERTIFICATE

To:    [Facility Agent]

From:    [The Company]

Date:    [                       ]

CNH Industrial N.V. – €4,000,000,000 Multicurrency Revolving Credit Agreement dated [] 2019as amended and restated on [●] 2021 (the Agreement)

1.We refer to the Agreement. This is a Compliance Certificate.

2.We confirm that as at:
[[relevant testing date]: Industrial Group Consolidated Adjusted EBITDA was [      ]; and Industrial Group Consolidated Total Net Debt is [               ]; therefore, the ratio of Industrial Group Consolidated Total Net Debt to Industrial Group Consolidated Adjusted EBITDA is [   ]:1] /
[on the date falling 30 days prior to the relevant testing date, the corporate family/credit rating(s) assigned to the Company [is/are] []].4

3.We set out below calculations establishing the figures in paragraph 2 above:

4.[                        ].

5.We confirm that no Default or Potential Default is outstanding as at [relevant testing date].5

[THE COMPANY]

By:

4     Delete as appropriate.

5    If this statement cannot be made, the certificate should identify any Default that is outstanding and the steps, if any, being taken to remedy it.

Schedule 8

FORM OF EXTENSION REQUEST

To:    [Insert name of Facility Agent]

From:    [The Company]

Dated: []

Dear Sirs,

1.    We refer to a credit agreement (the Agreement) dated [] 2019 as amended and restated on [●] 2021, between CNH Industrial N.V., Citibank Europe PLC, UK Branch as facility agent, the financial institutions defined therein as Banks and others.

2.    Terms defined in the Agreement shall bear the same meaning herein.

3.    By this notice we request each Bank to extend the Termination Date to [_____________].

All Banks are requested by the Company to respond to this Extension Request within 15 days of the date of this notice, and in any event by no later than the next anniversary of the Signing Date.

Yours faithfully

for and on behalf of

[The Company]

Schedule 9

LIST OF DESIGNATED ENTITIES

Related Lender	Designated Entity	Jurisdictions in relation to which the Designated Entity will participate in Advances
INTESA SANPAOLO S.P.A.	INTESA SANPAOLO S.P.A. – NEW YORK BRANCH	United States of America
BANCO BILBAO VIZCAYA ARGENTARIA S.A. - BBVA, MILAN BRANCH	BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH	United States of America
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY	BANK OF AMERICA, N.A.	United States of America
CITIBANK, N.A., LONDON BRANCH	CITIBANK, N.A.	United States of America
	CITIBANK, N.A., MILAN BRANCH	Italy
JPMORGAN CHASE BANK N.A., MILAN BRANCH	J.P. MORGAN AG	Luxembourg
UNICREDIT S.P.A.	UNICREDIT SPA, NEW YORK BRANCH	United States of America
BANK OF MONTREAL IRELAND PLC	BANK OF MONTREAL	United States of America
CIBC WORLD MARKETS PLC	CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH	United States of America, Luxembourg and Canada

Schedule 10

FORM OF DESIGNATED ENTITY ACCESSION AGREEMENT

To:    [FACILITY AGENT] as Facility Agent

From:    [DESIGNATED ENTITY] and [RELATED LENDER]

Date:    [               ]

CNH INDUSTRIAL N.V. – €4,000,000,000 Credit Agreement dated [] 2019as amended and restated on [●] 2021 (the Agreement)

1.Words and expressions defined in the Agreement have the same meaning in this accession agreement.

2.We refer to the Clause 2.6 (Designated Entities) of the Agreement. This is an accession agreement.

3.The Related Lender designates the Designated Entity as its Lending Office for the purpose of participating in Advances to Borrowers in [JURISDICTION].

4.[Name of Designated Entity] agrees to become a party to and to be bound by the terms of the Agreement as a Designated Entity.

5.For the purposes of Clause 24 (Notices) of the Agreement, the Designated Entity's address for notices is:

6.[                ]

7.This Accession Agreement and any non-contractual obligations arising in connection with it are governed by English law.

[DESIGNATED ENTITY]

By:

[RELATED LENDER]

By:

[FACILITY AGENT]

By:

Schedule 11

SCREEN RATE CONTINGENCY PERIOD

Screen Rate	Period
LIBOR	30 days
EURIBOR	30 days

Schedule 12

COMPOUNDED RATE TERMS

Part a

DOLLARS

CURRENCY:	Dollars.
Cost of funds as a fallback
Cost of funds will not apply as a fallback.
Definitions
Additional Business Days:	An RFR Banking Day.
Break Costs:	None.
Business Day Conventions (definition of "Month" and Clause 8.3 (Interest Periods)):	(i)If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period: (1)subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (2)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (3)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (ii)If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Central Bank Rate:	(i)The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or (ii)if that target is not a single figure, the arithmetic mean of: (1)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and (2)the lower bound of that target range.
Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
Central Bank Rate Spread	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between: (i)SOFR for the RFR Banking Day; and (ii)the Central Bank Rate prevailing at the close of business on that RFR Banking Day.
Credit Adjustment Spread:	Interest Period falls within the range set out below Credit Adjustment Spread (per cent. per annum) 1 Month or longer but less than 2 Months 0.11448 2 Months or longer but less than 3 Months 0.18456 3 Months or longer but less than 6 Months 0.26161 6 Months 0.42826

Daily Rate:	The "Daily Rate" for any RFR Banking Day is: (i)the RFR for that RFR Banking Day; or (ii)if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (1)the Central Bank Rate for that RFR Banking Day; and (2)the applicable Central Bank Rate Adjustment; or (iii)if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (1)the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (2)the applicable Central Bank Rate Adjustment, rounded, in either case, to four decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.
Lookback Period:	Five RFR Banking Days.
Market Disruption Rate:	The percentage rate per annum which is the aggregate of: (i)the Daily Non-Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and (ii)the applicable Credit Adjustment Spread.
Relevant Market:	The market for overnight cash borrowing collateralised by US Government securities.
Reporting Day:	The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.

RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
RFR Banking Day:	Any day other than: (i)a Saturday or Sunday; and (ii)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.
RFR Contingency Period:	Five RFR Banking Days
Interest Periods
Length of Interest Period in absence of selection (paragraph (c) of Clause 8.3 (Interest Periods)):	One Month
Periods capable of selection as Interest Periods (paragraph (a) of Clause 8.3 (Interest Periods)):	One, two, three or six Months
Reporting Times
Deadline for Banks to report market disruption in accordance with Clause 11.3 (Market disruption)	Close of business in London on the Reporting Day for the relevant Advance.

Part b

STERLING

CURRENCY:	Sterling.
Cost of funds as a fallback
Cost of funds will not apply as a fallback.
Definitions
Additional Business Days:	An RFR Banking Day.
Break Costs:	None.
Business Day Conventions (definition of “Month” and Clause 8.3 (Interest Periods)):	(i)If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period: (1)subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (2)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (3)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (ii)If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:	The Bank of England’s Bank Rate as published by the Bank of England from time to time.

Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Facility Agent, or by any other Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
Central Bank Rate Spread	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between: (i)SONIA for the RFR Banking Day; and (ii)the Central Bank Rate prevailing at the close of business on that RFR Banking Day.
Credit Adjustment Spread:	Interest Period falls within the range set out below Credit Adjustment Spread (per cent. per annum) 1 Month or longer but less than 2 Months 0.0326 2 Months or longer but less than 3 Months 0.0633 3 Months or longer but less than 6 Months 0.1193 6 Months 0.2766

Daily Rate:	The "Daily Rate" for any RFR Banking Day is: (i)the RFR for that RFR Banking Day; or (ii)if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (1)the Central Bank Rate for that RFR Banking Day; and (2)the applicable Central Bank Rate Adjustment; or (iii)if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (1)the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (2)the applicable Central Bank Rate Adjustment, rounded, in either case, to four decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.
Lookback Period:	Five RFR Banking Days.
Market Disruption Rate:	The percentage rate per annum which is the aggregate of: (i)the Daily Non-Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and (ii)the applicable Credit Adjustment Spread.
Relevant Market:	The sterling wholesale market.
Reporting Day:	The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.

RFR:	The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.
RFR Banking Day:	A day (other than a Saturday or Sunday) on which banks are open for general business in London.
RFR Contingency Period:	Five RFR Banking Days
Interest Periods
Length of Interest Period in absence of selection (paragraph (c) of Clause 8.3 (Interest Periods)):	One Month
Periods capable of selection as Interest Periods (paragraph (a) of Clause 8.3 (Interest Periods)):	One, two, three or six Months
Reporting Times
Deadline for Banks to report market disruption in accordance with Clause 11.3 (Market disruption)	Close of business in London on the Reporting Day for the relevant Advance.

Part c

Schedule 13

DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Advance is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:

where:

"d0" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above; and

"tni" has the meaning given to that term above.

Schedule 14

CUMULATIVE COMPOUNDED RFR RATE

The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Advance is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 13 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where:

"d0" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during that Interest Period.

Schedule 15

FORM OF INCREASE CONFIRMATION

To:    [    ] as Facility Agent and [        ] as the Company, for and on behalf of each Obligor

From:    [the Increase Bank] (the Increase Bank)

Dated:

€4,000,000,000 Credit Agreement dated [] 2019as amended and restated on [●] 2021 (the Credit Agreement)

1.We refer to the Credit Agreement. This agreement (the Agreement) shall take effect as an Increase Confirmation for the purpose of the Credit Agreement. Terms defined in the Credit Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2.We refer to clause 2.2 (Increase) of the Credit Agreement.

3.The Increase Bank agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Bank under the Credit Agreement.

4.The proposed date on which the increase in relation to the Increase Bank and the Relevant Commitment is to take effect (the Increase Date) is [           ].

5.On the Increase Date, the Increase Bank becomes party to the relevant Financing Documents as a Bank.

6.The Facility Office and address, fax number and attention details for notices to the Increase Bank for the purposes of Clause 24.3 (Addresses) are set out in the Schedule.

7.The Increase Bank confirms that it is not a member of the Group or an affiliate of a member of the Group.

8.This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

9.This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

10.This Agreement has been entered into on the date stated at the beginning of this Agreement.

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Bank

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Bank]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Credit Agreement by the Facility Agent and the Increase Date is confirmed as [     ].

Agent

By:

Schedule 16

LMA FORM OF CONFIDENTIALITY UNDERTAKING

[Letterhead of Potential Purchaser]

Date: [         ]

To:

[insert name of Seller]

Re:    The Agreement

Company:	(the Company)
Date:
Amount:
Agent:

Dear Sirs

We are considering acquiring an interest in the Agreement which, subject to the Agreement, may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more Financing Documents and/or one or more Obligors or by way of investing in or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or other transaction (the Acquisition). In consideration of you agreeing to make available to us certain information, by our signature of this letter we agree as follows (acknowledged and agreed by you by your signature of a copy of this letter):

1.CONFIDENTIALITY UNDERTAKING

We undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose.

2.PERMITTED DISCLOSURE

You agree that we may disclose:

(1)to any of our affiliates and any of our or their officers, directors, employees, professional advisers and auditors such Confidential Information as we shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph 2(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(2)subject to the requirements of the Agreement, to any person:

(i)to (or through) whom we assign or transfer (or may potentially assign or transfer) all or any of our rights and/or obligations which we may acquire under the Agreement such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this subparagraph (i) of paragraph 2(b) has delivered a letter to us in equivalent form to this letter;

(ii)with (or through) whom we enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to the Agreement or any Obligor such Confidential Information as we shall consider appropriate if the person to whom the Confidential Information is to be given pursuant to this subparagraph (ii) of paragraph 2(b) has delivered a letter to us in equivalent form to this letter;

(iii)to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation such Confidential Information as we shall consider appropriate; and

(3)notwithstanding paragraphs 2(a) and 2(b) above, Confidential Information to such persons to whom, and on the same terms as, a Finance Party is permitted to disclose Confidential Information under the Agreement, as if such permissions were set out in full in this letter and as if references in those permissions to Finance Party were references to us.

3.NOTIFICATION OF DISCLOSURE

We agree (to the extent permitted by law and regulation) to inform you:

(1)of the circumstances of any disclosure of Confidential Information made pursuant to subparagraph (iii) of paragraph 2(b) above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(2)upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4.RETURN OF COPIES

If we do not enter into the Acquisition and you so request in writing, we shall return or destroy all Confidential Information supplied by you to us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by us and use our reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under subparagraph (iii) of paragraph 2(b) above.

5.CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive and remain binding on us until the earlier of (a) if we become a party to the Agreement as a lender of record, the date on which we become such a party to the Agreement; (b) if we enter into the Acquisition but it does not result in us becoming a party to the Agreement as a lender of record, the date falling [12] Months after the date on which all of our rights and obligations contained in the documentation entered into to implement the Acquisition have terminated; or (c) in any other case the date falling [12] Months after the date of our final receipt (in whatever manner) of any Confidential Information.

6.NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

We acknowledge and agree that:

(1)neither you, nor any member of the Group nor any of your or their respective officers, employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by you or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by you or be otherwise liable to us or any other person in respect of the Confidential Information or any such information; and

(2)you or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by us.

7.ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC

(i)This letter constitutes the entire agreement between us in relation to our obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

(ii)No failure to exercise, nor any delay in exercising, any right or remedy under this letter will operate as a waiver of any such right or remedy or constitute an election to affirm this letter. No election to

affirm this letter will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this letter.

(iii)The terms of this letter and our obligations under this letter may only be amended or modified by written agreement between us.

8.INSIDE INFORMATION

We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and we undertake not to use any Confidential Information for any unlawful purpose.

9.NATURE OF UNDERTAKINGS

The undertakings given by us under this letter are given to you and are also given for the benefit of the Company and each other member of the Group.

10.THIRD PARTY RIGHTS

(i)Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this letter.

(ii)The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 and 9 subject to and in accordance with this paragraph 10 and the provisions of the Third Parties Act.

(iii)Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person to rescind or vary this letter at any time.

11.GOVERNING LAW AND JURISDICTION

(i)This letter (including the agreement constituted by your acknowledgement of its terms) (the Letter) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law.

(ii)The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).

12.BAIL-IN

Notwithstanding any other term of any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with this letter may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i)any Bail-In Action in relation to any such liability, including (without limitation):

(1)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(2)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(3)a cancellation of any such liability; and

(ii)a variation of any term of this letter to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

13.DEFINITIONS

(i)In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(i)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(ii)in relation to the United Kingdom, the UK Bail-In Legislation; and

(iii)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

Confidential Information means all information relating to the Company, any Obligor, the Group, the Financing Documents, [the/a] Facility and/or the Acquisition which is provided to us in relation to the Financing Documents or [the/a] Facility by you or any of your affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(iv)is or becomes public information other than as a direct or indirect result of any breach by us of this letter; or

(v)is identified in writing at the time of delivery as non-confidential by you or your advisers; or

(vi)is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us after that date, from a source which is, as far as we are aware, unconnected with the Group and which, in either case, as far as we are

aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Group means the Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006).

Permitted Purpose means considering and evaluating whether to enter into the Acquisition.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Write-down and Conversion Powers means:

(vii)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(viii)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ix)in relation to any other applicable Bail-In Legislation:

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that Bail-In Legislation.

(x)Any reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of

[Potential Purchaser]

To:    [Potential Purchaser]

We acknowledge and agree to the above:

For and on behalf of

[Seller]

EX-10.13

Exhibit 10.13

AMENDMENT AND RESTATEMENT AGREEMENT

dated 10 December 2021

between

CNH INDUSTRIAL FINANCE EUROPE S.A.

and

CITIBANK EUROPE PLC, UK BRANCH

as Facility Agent

relating to a Credit Agreement

dated 18 March 2019

Allen & Overy LLP
	0012230-0017918 UKO1: 2006540491.1

CONTENTS

Clause    Page

1.Interpretation	1
2.Amendments	2
3.Representations	2
4.Consents	2
5.Miscellaneous	2
6.Contractual recognition of bail-in	3
7.Governing law and Jurisdiction	3

Schedule

Conditions precedent	4
Amended Credit Agreement	5

Signatories    2

0012230-0017918 UKO1: 2006540491.1

THIS AGREEMENT is dated 10 December 2021 and made

BETWEEN:

(1)CNH INDUSTRIAL FINANCE EUROPE S.A., a company incorporated and existing under the laws of Luxembourg as a public limited liability company (société anonyme) whose registered office is at 291, route d’Arlon, L-1150 Luxembourg and registered with the Luxembourg trade and companies register under number B 155.849, acting for itself and on behalf of each of the other Obligors under and as defined in the Credit Agreement defined below (CIFE); and

(2)CITIBANK EUROPE PLC, UK BRANCH as agent of the other Finance Parties under and as defined in the Credit Agreement defined below (the FacilityAgent).

BACKGROUND

(A)This Agreement is supplemental to and amends and restates a credit agreement dated 18 March 2019 between, among others, CNH Industrial N.V., CIFE and the Facility Agent (the Credit Agreement).

(B)The Majority Banks (as defined in the Credit Agreement) have consented to the amendments to the Credit Agreement contemplated by this Agreement. Accordingly, the Facility Agent is authorised to execute this Agreement on behalf of the Finance Parties.

(C)CIFE effects this Agreement on behalf of itself and each other Obligor in accordance with paragraph (a) of clause 21.1 (Majority Banks) of the Credit Agreement.

(D)This Agreement also provides for the consent of the Majority Banks to the Spin-off Transaction (as defined below).

IT IS AGREED as follows:

1.INTERPRETATION

1.1Definitions

In this Agreement:

Amended Credit Agreement means the Credit Agreement as amended and restated by this Agreement.

Effective Date means the date on which the Facility Agent gives the notification referred to in clause 2(b) (Amendments) below.

Spin-off Transaction means the demerger of the Group’s “on-highway” business (commercial and specialty vehicles business and the powertrain business, as well as the related financial services business) initially announced by the Group in a press release dated 3 September 2019 and as more fully described during the Iveco Group Investor Day held on 18 November 2021.

0012230-0017918 UKO1: 2006540491.1 1

1.2Construction

(a)Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

(b)The provisions of clause 1.3 (Interpretation) and 1.4 (Third party rights) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Credit Agreement are to be construed as references to this Agreement.

2.AMENDMENTS

(a)Subject as set out below, the Credit Agreement will be amended from the Effective Date so that it reads as if it were restated in the form set out in Schedule 2 (Amended Credit Agreement).

(b)The Credit Agreement will not be amended by this Agreement unless the Facility Agent notifies CIFE and the Banks that it has received all of the documents and other evidence set out in Schedule 1 (Conditions precedent) in form and substance reasonably satisfactory to the Facility Agent.

3.REPRESENTATIONS

CIFE (for itself and on behalf of each of the other Obligors) makes the representations and warranties referred to in paragraphs (a) and (b) of clause 14.2 (Repetition) of the Credit Agreement to each Finance Party on the date of this Agreement and on the Effective Date, provided that:

(a)the representations and warranties referred to in paragraph (a) of that clause are given in respect of the Obligors only; and

(b)the representations and warranties in paragraphs (m)(i) and (n)(i) of clause 14.1 (Representations and Warranties) of the Credit Agreement are not given in respect of any Material Subsidiary.

4.CONSENTS

(a)On the Effective Date, CIFE (for itself and on behalf of each other Obligor):

(i)confirms its acceptance of the Amended Credit Agreement;

(ii)agrees that it is bound as an Obligor by the terms of the Amended Credit Agreement; and

(iii)(if a Guarantor) confirms that its guarantee:

(A)continues in full force and effect on the terms of the Amended Credit Agreement and any Accession Memorandum applicable to that Guarantor; and

(B)extends to the obligations of the Obligors under the Financing Documents (including the Amended Credit Agreement),

in each case, subject to any limitations set out in clause 13 (Guarantee) of the Amended Credit Agreement and any relevant Accession Memorandum applicable to that Guarantor.

0012230-0017918 UKO1: 2006540491.1 2

(b)On the Effective Date, the Facility Agent confirms that the Majority Banks have provided their consent in relation to the Spin-off Transaction in accordance with clause 22.1 (Majority Banks) of the Amended Credit Agreement and that the entry into and completion of the Spin-off Transaction will not constitute a Default or breach of any provision of any Financing Document.

5.MISCELLANEOUS

(a)Each of this Agreement and the Amended Credit Agreement is a Financing Document.

(b)Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and, from the Effective Date, the Credit Agreement and this Agreement will be read and construed as one document.

6.CONTRACTUAL RECOGNITION OF BAIL-IN

The provisions of clause 23.3 (Contractual recognition of bail-in) of theAmended Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to any Financing Document are to be construed as references to this Agreement and references to the parties to the Amended Credit Agreement are to be construed as references to the parties to this Agreement.

7.GOVERNING LAW AND JURISDICTION

7.1Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

7.2Jurisdiction

(a)The parties to this Agreement agree that the courts of England shall have exclusive jurisdiction to settle any disputes which may arise in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Agreement) and that any judgment or order of an English court in connection with this Agreement is conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction.

(b)CIFE (for itself and on behalf of each of the other Obligors):

(i)waives any objections which it may have to the English courts on the grounds of venue or forum non conveniens or any similar grounds as regards proceedings in connection with this Agreement; and

(ii)consents to service of process by mail or in any other manner permitted by the relevant law.

THIS Agreement has been entered into on the date stated at the beginning of this Agreement.

0012230-0017918 UKO1: 2006540491.1 3

Schedule 1

CONDITIONS PRECEDENT

1.CIFE

(a)A copy of the consolidated articles of association of CIFE or, if the Facility Agent already has a copy, a certificate of an authorised signatory of CIFE confirming that the copy in the Facility Agent's possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(b)A copy of a resolution of the board of directors of CIFE:

(i)approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;

(ii)authorising a specified person or persons to execute this Agreement on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Drawdown Notice) to be signed and/or despatched by it under or in connection with, this Agreement.

(c)A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b) above.

(d)A certificate of an authorised signatory of CIFE certifying that each copy document relating to it specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(e)A copy of a negative certificate (certificat de non inscription d'une décision judiciaire) pertaining to CIFE from the Luxembourg trade and companies register dated no earlier than the date of this Agreement.

(f)A copy of an excerpt of the Luxembourg trade and companies register pertaining to CIFE dated no earlier than the date of this Agreement.

2.Legal opinions

(a)A legal opinion of Allen & Overy LLP, legal advisers to the Facility Agent in England, substantially in the form distributed to the Banks prior to signing this Agreement.

(b)A legal opinion of Linklaters LLP (or other internationally recognised law firm agreed by the Facility Agent), external counsel for CIFE on powers and capacity of CIFE under Luxembourg law.

0012230-0017918 UKO1: 2006540491.1 4

Schedule 2

AMENDED CREDIT AGREEMENT

0012230-0017918 UKO1: 2006540491.1 5

SIGNATORIES

CIFE

CNH INDUSTRIAL FINANCE EUROPE S.A.

for itself and on behalf of each other Obligor

By:

Name: _____________________

Title: ______________________

[CNH – Signature Page to Amendment and Restatement Agreement]

Facility Agent

CITIBANK EUROPE PLC, UK BRANCH

acting on the instructions of the Majority Banks

By:

Name: _____________________

Title: ______________________

[CNH – Signature Page to Amendment and Restatement Agreement]

EX-21.0

Exhibit 21.0

APPENDIX I - CNH INDUSTRIAL N.V. SUBSIDIARIES AT DECEMBER 31, 2022
Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Controlling company
Parent Company
CNH Industrial N.V.	Amsterdam	Netherlands	17,608,745	EUR	—		—	—		—
Subsidiaries consolidated on a line-by-line basis
AgDNA Pty Ltd.	St. Marys	Australia	2,175,120	AUD	100.00	%	CNH Industrial N.V.	100.00	%
AgDNA Technologies	Carson City	U.S.A.	120	USD	100.00	%	AgDNA Pty Ltd.	100.00	%
AgDNA Technologies Pty Ltd.	St. Marys	Australia	2	AUD	100.00	%	AgDNA Pty Ltd.	100.00	%
ATI, Inc.	Mt. Vernon	U.S.A.	NaN	USD	100.00	%	CNH Industrial America LLC	100.00	%
Banco CNH Industrial Capital S.A.	Curitiba	Brazil	1,339,779,485	BRL	100.00	%	New Holland Ltd	99.33	%
							CNH Industrial Brasil Ltda.	0.67	%
BLI Group, Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
Blue Leaf I.P. Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	BLI Group, Inc.	100.00	%
Blue Leaf Insurance Company	Colchester	U.S.A.	250,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
Case Baumaschinen AG	Kloten	Switzerland	4,000,000	CHF	100.00	%	CNH Industrial N.V.	100.00	%
Case Canada Receivables, Inc.	Calgary	Canada	1	CAD	100.00	%	CNH Industrial Capital America LLC	100.00	%
Case Credit Holdings Limited	Wilmington	U.S.A.	5	USD	100.00	%	CNH Industrial Capital America LLC	100.00	%
Case Dealer Holding Company LLC	Wilmington	U.S.A.	1	USD	100.00	%	CNH Industrial America LLC	100.00	%
Case Equipment Holdings Limited	Wilmington	U.S.A.	5	USD	100.00	%	CNH Industrial America LLC	100.00	%
Case France NSO	Morigny-Champigny	France	7,622	EUR	100.00	%	CNH Industrial France	100.00	%
Case New Holland Construction Equipment (India) Private Limited	New Delhi	India	240,100,000	INR	100.00	%	CNH Industrial (India) Private Limited	50.00	%
							CNH Industrial America LLC	50.00	%
Case New Holland Industrial Inc.	Wilmington	U.S.A.	55	USD	100.00	%	CNH Industrial U.S. Holdings Inc.	100.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries consolidated on a line-by-line basis (continued)
Case New Holland Insurance Agency, LLC	Racine	U.S.A	NaN	USD	100.00	%	CNH Industrial Capital America LLC	100.00	%
Case United Kingdom Limited	Basildon	United Kingdom	3,763,618	GBP	100.00	%	CNH Industrial America LLC	100.00	%
CNH (China) Management Co., Ltd.	Shanghai	People's Rep.of China	207,344,542	USD	100.00	%	CNH Industrial N.V.	100.00	%
CNH ARGENTINA S.A.	Buenos Aires	Argentina	8,147,618,291	ARS	100.00	%	CNH Industrial Brasil Ltda.	94.98	%
							CNHI COMERCIO DE PEÇAS LTDA	5.02	%
CNH Capital Finance LLC	Wilmington	U.S.A.	5,000	USD	100.00	%	Case Credit Holdings Limited	100.00	%
CNH Capital Operating Lease Equipment Receivables LLC	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial Capital America LLC	100.00	%
CNH Capital Receivables LLC	Wilmington	U.S.A.	—	USD	100.00	%	CNH Industrial Capital America LLC	100.00	%
CNH Componentes, S.A. de C.V.	Queretaro	Mexico	135,634,842	MXN	100.00	%	CNH Industrial America LLC	100.00	%
CNH Industrial (Harbin) Machinery Co. Ltd.	Harbin	People's Rep.of China	195,000,000	USD	100.00	%	CNH Industrial Asian Holding Limited N.V.	100.00	%
CNH Industrial (India) Private Limited	New Delhi	India	12,416,900,200	INR	100.00	%	CNH Industrial Asian Holding Limited N.V.	100.00	%
CNH Industrial (Thailand) Ltd.	Samut Prakarn	Thailand	354,500,000	THB	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial AG and CE (PTY) LTD.	Isando	South Africa	185,455,900	ZAR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial America LLC	Wilmington	U.S.A.	—	USD	100.00	%	Case New Holland Industrial Inc.	100.00	%
CNH Industrial Asian Holding Limited N.V.	Zedelgem	Belgium	167,250,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Australia Pty Limited	St. Marys	Australia	293,408,692	AUD	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Baumaschinen GmbH	Heilbronn	Germany	61,355,030	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Belgium	Zedelgem	Belgium	106,081,158	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Brasil Ltda.	Nova Lima	Brazil	3,512,501,440	BRL	100.00	%	New Holland Ltd	100.00	%
CNH Industrial Canada, Ltd.	Toronto	Canada	28,000,100	CAD	100.00	%	CNH Industrial N.V.	100.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries consolidated on a line-by-line basis (continued)
CNH Industrial Capital (India) Private Limited	New Delhi	India	3,972,000,000	INR	100.00	%	CNH Industrial (India) Private Limited	100.00	%
CNH Industrial Capital (Shanghai) Commercial Factoring Co. Ltd.	Shanghai	People's Rep.of China	20,000,000	USD	100.00	%	CNH Industrial Capital Australia Pty Limited	100.00	%
CNH Industrial Capital America LLC	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial Capital LLC	100.00	%
CNH INDUSTRIAL CAPITAL ARGENTINA S.A.	Buenos Aires	Argentina	1,003,782,818	ARS	100.00	%	CNH Industrial N.V.	79.79	%
							CNH ARGENTINA S.A.	20.21	%
CNH Industrial Capital Australia Pty Limited	St. Marys	Australia	70,675,693	AUD	100.00	%	CNH Industrial Australia Pty Limited	100.00	%
CNH Industrial Capital Canada Ltd.	Calgary	Canada	5,435,350	CAD	100.00	%	Case Credit Holdings Limited	100.00	%
CNH Industrial Capital Corretora de Seguros Administração e Serviços Ltda.	Curitiba	Brazil	100,000	BRL	100.00	%	CNHI COMERCIO DE PEÇAS LTDA	99.99	%
							CNH Industrial Brasil Ltda.	0.01	%
CNH Industrial Capital LLC	Wilmington	U.S.A.	—	USD	100.00	%	CNH Industrial America LLC	100.00	%
CNH Industrial Capital Russia LLC	Moscow	Russia	640,740,000	RUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Capital Solutions S.p.A.	Turin	Italy	53,031,539	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Capital South America SpA	Las Condes	Chile	5,000,000	USD	100.00	%	New Holland Ltd	100.00	%
CNH Industrial Denmark A/S	Albertslund	Denmark	12,000,000	DKK	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Deutschland GmbH	Heilbronn	Germany	18,457,650	EUR	100.00	%	CNH Industrial Baumaschinen GmbH	90.00	%
							CNH Industrial N.V.	10.00	%
CNH Industrial Exports Inc.	Wilmington	U.S.A.	3,000	USD	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Finance Europe S.A.	Luxembourg	Luxembourg	50,000,000	EUR	100.00	%	CNH Industrial N.V.	60.00	%
							CNH Industrial Finance S.p.A.	40.00	%
CNH Industrial Finance North America, Inc.	Wilmington	U.S.A.	25,000,000	USD	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Finance S.p.A.	Turin	Italy	100,000,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial France	Morigny-Champigny	France	52,965,450	EUR	100.00	%	CNH Industrial N.V.	100.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries consolidated on a line-by-line basis (continued)
CNH Industrial Italia s.p.a.	Turin	Italy	56,225,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Kutno sp. z o.o.	Kutno	Poland	5,000	PLN	100.00	%	CNH Industrial Polska Sp. z o.o.	100.00	%
CNH Industrial Maquinaria Spain S.A.	Madrid	Spain	21,000,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial New Zealand Limited	Auckland	New Zealand	28,952,002	NZD	100.00	%	CNH Industrial Australia Pty Limited	100.00	%
CNH Industrial OLDCO Capital Limited	Basildon	United Kingdom	2,480	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Osterreich GmbH	St. Valentin	Austria	2,000,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Polska Sp. z o.o.	Plock	Poland	162,591,660	PLN	100.00	%	CNH Industrial Belgium	100.00	%
CNH Industrial Portugal-Comercio de Tractores e Maquinas Agricolas Ltda	Castanheira do Ribatejo	Portugal	498,798	EUR	100.00	%	CNH Industrial N.V.	99.98	%
							CNH Industrial Italia S.p.A.	0.02	%
CNH Industrial Russia LLC	Naberezhnye Chenly	Russia	608,754,200	RUR	100.00	%	CNH Industrial Osterreich GmbH	99.00	%
							CNH Industrial N.V.	1.00	%
CNH Industrial Sales and services GmbH	Berlin	Germany	25,000	EUR	100.00	%	CNH Industrial Baumaschinen GmbH	100.00	%
CNH Industrial Services (Thailand) Limited	Bangkok	Thailand	10,000,000	THB	100.00	%	CNH Industrial Services S.r.l.	100.00	%
							CNH Industrial Asian Holding Limited N.V.	—	%
CNH Industrial Services S.r.l.	Modena	Italy	10,400	EUR	100.00	%	CNH Industrial Italia s.p.a.	100.00	%
CNH Industrial Sweden AB	Överum	Sweden	11,000,000	SEK	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial Technology Services (India) Private Limited	New Delhi	India	70,000,000	INR	100.00	%	CNH Industrial (India) Private Limited	100.00	%
CNH Industrial U.S. Holdings Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial N.V.	100.00	%
CNH Industrial UK Limited	London	United Kingdom	200	USD	100.00	%	CNH Industrial N.V.	100.00	%
CNH Reman LLC	Wilmington	U.S.A.	4,000,000	USD	50.00	%	CNH Industrial America LLC	50.00	%
CNH U.K. Limited	Basildon	United Kingdom	25,275	GBP	100.00	%	New Holland Holding Limited	100.00	%
CNH Wholesale Receivables LLC	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial Capital America LLC	100.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries consolidated on a line-by-line basis (continued)
CNHI COMERCIO DE PEÇAS LTDA	Nova Lima	Brazil	1,626,298	BRL	100.00	%	CNH Industrial Brasil Ltda.	100.00	%
CNHI International SA	Paradiso	Switzerland	100,000	CHF	100.00	%	CNH Industrial N.V.	100.00	%
Dot Technology Corp.	Toronto	Canada	12,558,870	CAD	100.00	%	Raven Industries Canada, Inc.	100.00	%
Fiatallis North America LLC	Wilmington	U.S.A.	32	USD	100.00	%	CNH Industrial America LLC	100.00	%
Flagship Dealer Holding Company, LLC	Wilmington	U.S.A.	1	USD	100.00	%	CNH Industrial America LLC	100.00	%
Flexi-Coil (U.K.) Limited	Basildon	United Kingdom	3,291,776	GBP	100.00	%	CNH Industrial Canada, Ltd.	100.00	%
HFI Holdings, Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
LLC "CNH Industrial Financial Services Russia"	Moscow	Russia	50,000,000	RUR	100.00	%	CNH Industrial N.V.	100.00	%
LLC “CNH Industrial Ukraine”	Kiev	Ukraine	30,000,000	UAH	100.00	%	CNH Industrial N.V.	100.00	%
New Holland Credit Company, LLC	Wilmington	U.S.A.	—	USD	100.00	%	CNH Industrial Capital LLC	100.00	%
New Holland Holding Limited	Basildon	United Kingdom	33,601	GBP	100.00	%	CNH Industrial N.V.	100.00	%
New Holland Ltd	Basildon	United Kingdom	944,341,125	GBP	100.00	%	CNH Industrial N.V.	100.00	%
New Holland Tractor Ltd.	Basildon	United Kingdom	184,100	GBP	100.00	%	New Holland Holding Limited	100.00	%
O & K - Hilfe GmbH	Heilbronn	Germany	25,565	EUR	100.00	%	CNH Industrial Baumaschinen GmbH	100.00	%
Raven Applied Technologies, LLC	Pierre	U.S.A.	1	USD	100.00	%	Raven Industries, Inc.	100.00	%
Raven do Brazil Participacoes E Servicos Technicos LTDA	São Paulo	Brazil	53,360,425	BRL	100.00	%	Raven Applied Technologies, LLC	100.00	%
Raven Europe, B.V.	Middenmeer	Netherlands	808,481	EUR	100.00	%	Raven International Holding Company B.V.	100.00	%
Raven Industries Australia PTY Ltd.	Melbourne	Australia	NaN	AUD	100.00	%	Raven Applied Technologies, LLC	100.00	%
Raven Industries Canada, Inc.	Nova Scotia	Canada	130,000	CAD	100.00	%	Raven International Holding Company B.V.	100.00	%
Raven Industries, Inc.	Racine	U.S.A.	10	USD	100.00	%	CNH Industrial U.S. Holdings Inc.	100.00	%
Raven International Holding Company B.V.	Amsterdam	Netherlands	100	EUR	100.00	%	Raven Applied Technologies, LLC	100.00	%
Receivables Credit II Corporation	Calgary	Canada	1	CAD	100.00	%	CNH Industrial Capital America LLC	100.00	%
SAMPIERANA KUNSHAN ASIA PACIFIC CO LTD	Kunshan	People's Rep.of China	10,000,000	USD	90.00	%	Sampierana S.p.A	100.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries consolidated on a line-by-line basis (continued)
Sampierana S.p.A	Bagno di Romagna (FC)	Italy	1,100,000	EUR	90.00	%	CNH Industrial Italia s.p.a.	90.00	%
SHIVA TECHNOLOGIES	Montpellier	France	12,571	EUR	100.00	%	CNH Industrial France	100.00	%
Steyr Center Nord GmbH	St. Valentin	Austria	35,000	EUR	100.00	%	CNH Industrial Osterreich GmbH	100.00	%
Uzcaseagroleasing LLC	Tashkent	Uzbekistan	5,000,000	USD	51.00	%	Case Credit Holdings Limited	51.00	%
UzCaseMash LLC	Tashkent	Uzbekistan	15,000,000	USD	60.00	%	Case Equipment Holdings Limited	60.00	%
UzCaseService LLC	Tashkent	Uzbekistan	224,901,201	UZS	70.35	%	Case Equipment Holdings Limited	70.35	%
UzCaseTractor LLC	Tashkent	Uzbekistan	15,000,000	USD	51.00	%	Case Equipment Holdings Limited	51.00	%
Jointly-controlled entities accounted for using the equity method
CIFINS S.p.A.	Turin	Italy	40,000,000	EUR	50.00	%	CNH Industrial N.V.	50.00	%
CNH Comercial, SA de C.V.	Queretaro	Mexico	160,050,000	MXN	50.00	%	CNH de Mexico SA de CV	100.00	%
CNH de Mexico SA de CV	Queretaro	Mexico	165,276,000	MXN	50.00	%	CNH Industrial N.V.	50.00	%
CNH Industrial S.A. de C.V.	Queretaro	Mexico	400,050,000	MXN	50.00	%	CNH de Mexico SA de CV	100.00	%
CNH Servicios Comerciales, S.A. de C.V., SOFOM, E.N.R.	Queretaro	Mexico	50,000,000	MXN	50.00	%	CNH Industrial N.V.	50.00	%
New Holland HFT Japan Inc.	Sapporo	Japan	240,000,000	JPY	50.00	%	CNH Industrial N.V.	50.00	%
TürkTraktör ve Ziraat Makineleri A.S.	Ankara	Turkey	53,369,000	TRY	37.50	%	CNH Industrial Osterreich GmbH	37.50	%
Subsidiaries valued at cost
Case Construction Equipment, Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
Case IH Agricultural Equipment, Inc.	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
Case International Limited	Basildon	United Kingdom	1	GBP	100.00	%	New Holland Holding Limited	100.00	%
CNH Trustee Limited	Basildon	United Kingdom	2	GBP	100.00	%	CNH Industrial N.V.	50.00	%
							New Holland Ltd	50.00	%
Employers' Health Initiatives L.L.C.	Wilmington	U.S.A.	790,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
International Harvester Company	Wilmington	U.S.A.	1,000	USD	100.00	%	CNH Industrial America LLC	100.00	%
J.I. Case Company Limited	Basildon	United Kingdom	2	GBP	100.00	%	Case United Kingdom Limited	100.00	%
J.I. Case Trustee Limited	Basildon	United Kingdom	2	GBP	100.00	%	CNH Industrial N.V.	50.00	%

Exhibit 21.0

Name	Registered Office	Country	Share capital	Currency	% of Group consolidation		Interest held by	% interest held		% of voting rights
Subsidiaries valued at cost (continued)
							New Holland Ltd	50.00	%
SERFIT S.R.L.	Turin	Italy	50,000	EUR	100.00	%	CNH Industrial N.V.	100.00	%
Associated companies accounted for using the equity method
Al-Ghazi Tractors Ltd	Karachi	Pakistan	289,821,005	PKR	43.17	%	CNH Industrial N.V.	43.17	%
Bennamann Energy Limited	Newquay Cornwall	United Kingdom	159	GBP	10.20	%	CNH Industrial N.V.	10.20	%
Bennamann Ltd.	Newquay Cornwall	United Kingdom	15,886	GBP	10.20	%	CNH Industrial N.V.	10.20	%
Bennamann Services Ltd.	Newquay Cornwall	United Kingdom	159	GBP	10.20	%	CNH Industrial N.V.	10.20	%
CNH Industrial Capital Europe S.a.S.	Nanterre	France	88,482,297	EUR	24.95	%	CIFINS S.p.A.	49.90	%
Geoprospectors GmbH	Traiskirchen	Austria	84,250	EUR	25.00	%	CNH Industrial N.V.	25.00	%
Associated companies valued at cost
Consorzio Nido Industria Vallesina	Ancona	Italy	53,903	EUR	38.73	%	CNH Industrial Italia s.p.a.	38.73	%
Other companies accounted for using the equity method
Zasso Group AG	Zug	Switzerland	290,599	CHF	10.42	%	CNH Industrial N.V.	10.42	%
Other companies valued at cost
Augmenta Holding	Paris	France	6,659,159	EUR	10.00	%	CNH Industrial N.V.	10.00	%
Nuova Didactica S.c. a r.l.	Modena	Italy	112,200	EUR	12.27	%	CNH Industrial Italia s.p.a.	12.27	%
STOUT INDUSTRIAL TECHNOLOGY, INC.	Wilmington	U.S.A.	1	USD	10.00	%	CNH Industrial America LLC	10.00	%
Zimeno, Inc.	Wilmington	U.S.A.	1	USD	10.76	%	CNH Industrial America LLC	10.76	%

EX-23.0

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1.Registration Statement (Form S-8 No. 333-191477) pertaining to the equity awards granted under the Fiat Industrial S.p.A. Long-Term Incentive Plan, the CNH Global N.V. Equity Incentive Plan and the CNH Global N.V. Directors’ Compensation Plan and the CNH Industrial N.V. Directors’ Compensation Plan

2.Registration Statements (Form S-8 No. 333-196574 and 333-238912) pertaining to the CNH Industrial N.V. Equity Incentive Plan

of our reports dated March 1, 2023, with respect to the consolidated financial statements of CNH Industrial N.V. and the effectiveness of internal control over financial reporting of CNH Industrial N.V. included in this Annual Report (Form 20-F) of CNH Industrial N.V. for the year ended December 31, 2022.

/s/ Ernst & Young LLP

Chicago, Illinois

February 28, 2023

EX-31.1

Exhibit 31.1

CNH INDUSTRIAL N.V.

CERTIFICATION OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott W. Wine, certify that:

1.I have reviewed this annual report on Form 10-K of CNH Industrial N.V. (the Registrant);

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;

4.    The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.    The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.

February 28, 2023	CNH INDUSTRIAL N.V.
	/s/ SCOTT W. WINE
	Scott W. Wine
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CNH INDUSTRIAL N.V.

CERTIFICATION OF SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Oddone Incisa, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of CNH Industrial N.V. (the Registrant);

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;

4.    The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.    The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or others performing the equivalent function):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.

March 1, 2023	CNH INDUSTRIAL N.V.
	/s/ ODDONE INCISA
	Oddone Incisa
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CNH INDUSTRIAL N.V.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of CNH Industrial N.V. (the "Company") on Form 10-K for the period ended December 31, 2022 (the Report) as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 28, 2023	CNH INDUSTRIAL N.V.
	/s/ SCOTT W. WINE
	Scott W. Wine
	Chief Executive Officer
	/s/ ODDONE INCISA
	Oddone Incisa
	Chief Financial Officer

XML

Cover Page - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2022	Jan. 31, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-36085
Entity Registrant Name	CNH INDUSTRIAL N.V.
Entity Incorporation, State or Country Code	P7
Entity Address, Address Line One	25 St. James’s Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SW1A 1HA
Entity Address, Country	GB
City Area Code	+44
Local Phone Number	2079 251964
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 11.3
Entity Common Stock, Shares Outstanding		1,344,240,971
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001567094
Common Shares, par value €0.01
Entity Information [Line Items]
Title of 12(b) Security	Common Shares, par value €0.01
Trading Symbol	CNHI
Security Exchange Name	NYSE
4.50% Notes due 2023
Entity Information [Line Items]
Title of 12(b) Security	4.50% Notes due 2023
Trading Symbol	CNHI23
Security Exchange Name	NYSE
3.850% Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	3.850% Notes due 2027
Trading Symbol	CNHI27
Security Exchange Name	NYSE

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor name	Ernst & Young LLP
Auditor location	Chicago, Illinois
Auditor firm ID	42

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues
Net sales	$ 21,541	$ 17,802	$ 13,083
Finance, interest and other income	2,010	1,694	1,696
Total Revenues	23,551	19,496	14,779
Costs and Expenses
Cost of goods sold	16,797	14,109	11,152
Selling, general and administrative expenses	1,752	1,454	1,296
Research and development expenses	866	642	493
Restructuring expenses	31	35	22
Interest expense	734	549	660
Goodwill impairment charge	0	0	585
Other, net	689	768	750
Total Costs and Expenses	20,869	17,557	14,958
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	2,682	1,939	(179)
Income tax expense	(747)	(229)	(85)
Equity in income of unconsolidated subsidiaries and affiliates	104	91	66
Net income (loss) from continuing operations	2,039	1,801	(198)
Net income (loss) from discontinued operations	0	(41)	(240)
Net income (loss)	2,039	1,760	(438)
Net income attributable to noncontrolling interests	10	37	55
Net income (loss) attributable to CNH Industrial N.V.	$ 2,029	$ 1,723	$ (493)
Basic earnings (loss) per share attributable to common shareholders
Continuing operations (in dollars per share)	$ 1.50	$ 1.32	$ (0.15)
Discontinuing operations (in dollars per share)	0	(0.05)	(0.21)
Basic (in dollars per share)	1.50	1.27	(0.36)
Diluted earnings (loss) per share attributable to common shareholders
Continuing operations (in dollars per share)	1.49	1.32	(0.15)
Discontinuing operations (in dollars per share)	0	(0.05)	(0.21)
Diluted (in dollars per share)	$ 1.49	$ 1.27	$ (0.36)
Weighted average common shares outstanding—basic (in shares)	1,351	1,354	1,351
Weighted average common shares outstanding—diluted (in shares)	1,362	1,361	1,351
Cash dividends declared per common share (in dollars per share)	$ 0.302	$ 0.132	$ 0

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,039	$ 1,760	$ (438)
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on cash flow hedges	44	(11)	48
Changes in retirement plans’ funded status	41	94	(3)
Foreign currency translation	158	247	(735)
Share of other comprehensive income (loss) of entities using the equity method	(25)	(93)	20
Other comprehensive income (loss), net of tax	218	237	(670)
Comprehensive income (loss)	2,257	1,997	(1,108)
Less: Comprehensive income attributable to noncontrolling interests	9	43	59
Comprehensive income (loss) attributable to CNH Industrial N.V.	$ 2,248	$ 1,954	$ (1,167)

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Cash and cash equivalents	$ 4,376	$ 5,044
Restricted cash	753	801
Trade receivables, net	172	192
Financing receivables, net	19,260	15,376
Receivables from Iveco Group N.V	298	0
Inventories, net	4,811	4,216
Property, plant and equipment, net	1,532	1,475
Investments in unconsolidated subsidiaries and affiliates	385	333
Equipment under operating leases	1,502	1,738
Goodwill	3,322	3,210
Other intangible assets, net	1,129	1,207
Deferred tax assets	433	421
Derivative assets	189	182
Other assets	1,219	1,675
Assets held for distribution	0	13,546
Total Assets	39,381	49,416
LIABILITIES AND EQUITY
Debt	22,962	20,897
Payables to Iveco Group N.V	156	502
Trade payables	3,702	3,530
Deferred tax liabilities	85	125
Pension, postretirement and other postemployment benefits	449	673
Derivative liabilities	204	181
Other liabilities	4,847	4,763
Liabilities held for distribution	0	11,892
Total Liabilities	32,405	42,563
Redeemable noncontrolling interest	49	45
Common shares, €0.01, par value; outstanding 1,344,240,971 common shares and 371,072,953 loyalty program special voting shares in 2022; and outstanding 1,356,077,000 common shares and 371,218,250 loyalty program special voting shares in 2021	25	25
Treasury stock, at cost - 20,159,225 shares in 2022 and 8,323,196 shares in 2021	(230)	(84)
Additional paid in capital	1,504	4,464
Retained earnings	7,906	4,818
Accumulated other comprehensive loss	(2,278)	(2,445)
Noncontrolling interests	0	30
Total Equity	6,927	6,808
Total Liabilities and Equity	39,381	49,416
Variable Interest Entity, Primary Beneficiary
ASSETS
Restricted cash	595	736
Financing receivables, net	8,808	8,838
Total Assets	9,403	9,574
LIABILITIES AND EQUITY
Debt	8,485	8,528
Total Liabilities	$ 8,485	$ 8,528

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common shares, par value (in eur per share)	$ 0.01	$ 0.01
Common shares outstanding (in shares)	1,344,240,971	1,356,077,000
Special voting shares outstanding (in shares)	371,072,953	371,218,250
Treasury stock (in shares)	20,159,225	8,323,196

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net income (loss)	$ 2,039	$ 1,760	$ (438)
Less: Net income (loss) from discontinued operations	0	(41)	(240)
Net income (loss) from continuing operations	2,039	1,801	(198)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense, net of assets under operating lease and assets sold under buy-back commitments	327	295	298
Depreciation and amortization expense of assets under operating lease and assets sold under buy-back commitments	208	242	240
(Gain) loss from disposal of assets	(42)	0	6
Loss on repurchase of notes	0	8	0
Undistributed income (loss) of unconsolidated subsidiaries	(69)	(29)	(36)
Goodwill impairment charge	0	0	585
Other non-cash items	196	126	498
Changes in operating assets and liabilities:
Provisions	189	93	(131)
Deferred income taxes	(50)	(273)	(72)
Trade and financing receivables related to sales, net	(2,447)	191	1,011
Inventories, net	(151)	(555)	1,224
Trade payables	125	738	314
Other assets and liabilities	232	561	449
Cash flow from operating activities of discontinued operation	0	884	1,341
Net cash provided by operating activities	557	4,082	5,529
Investing activities:
Additions to retail receivables	(5,971)	(5,328)	(4,459)
Collections of retail receivables	4,360	4,338	3,964
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments	97	11	0
Expenditures for property, plant and equipment and intangible assets, net of assets under operating lease and assets sold under buy-back commitments	(461)	(365)	(232)
Expenditures for assets under operating leases and assets sold under buy-back commitments	(538)	(556)	(614)
Other	(496)	(2,670)	(614)
Cash flow from investing activities discontinued operation	0	(431)	(795)
Net cash used in investing activities	(3,009)	(5,001)	(2,750)
Financing activities:
Proceeds from long-term debt	11,183	7,988	8,888
Payments of long-term debt	(9,223)	(9,088)	(7,227)
Net increase (decrease) in other financial liabilities	580	(111)	(587)
Dividends paid	(423)	(188)	(8)
Purchase of treasury stock and other	(153)	0	0
Cash flow from financing activities of discontinued operation	0	(46)	(407)
Net cash provided by (used in) financing activities	1,964	(1,445)	659
Effect of foreign exchange rate changes on cash and cash equivalents	(228)	(403)	418
Increase (decrease) in cash and cash equivalents and restricted cash	(716)	(2,767)	3,856
Cash and cash equivalents and restricted cash, beginning of year		6,862	9,629
Cash and cash equivalents and restricted cash, end of year		6,862	9,629
Cash and cash equivalents and restricted cash, end of period (discontinued operation)	0	1,017	642
Cash and cash equivalents and restricted cash, end of period (continuing operations)	$ 5,129	$ 5,845	$ 8,987

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Millions	Total	Revision of Prior Period, Adjustment	Revision of Prior Period, Adjusted Balance	Adoption of ASC 326	Balance, January 1, 2020, as recast	Common Shares	Common Shares Revision of Prior Period, Adjusted Balance	Common Shares Balance, January 1, 2020, as recast	Treasury Stock	Treasury Stock Revision of Prior Period, Adjusted Balance	Treasury Stock Balance, January 1, 2020, as recast	Additional Paid-in Capital	Additional Paid-in Capital Revision of Prior Period, Adjustment	Additional Paid-in Capital Revision of Prior Period, Adjusted Balance	Additional Paid-in Capital Balance, January 1, 2020, as recast	Retained Earnings	Retained Earnings Revision of Prior Period, Adjustment	Retained Earnings Revision of Prior Period, Adjusted Balance	Retained Earnings Adoption of ASC 326	Retained Earnings Balance, January 1, 2020, as recast	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income (Loss) Revision of Prior Period, Adjusted Balance	Accumulated Other Comprehensive Income (Loss) Balance, January 1, 2020, as recast	Noncontrolling Interests	Noncontrolling Interests Revision of Prior Period, Adjustment	Noncontrolling Interests Revision of Prior Period, Adjusted Balance	Noncontrolling Interests Balance, January 1, 2020, as recast	Redeemable Noncontrolling Interest	Redeemable Noncontrolling Interest Revision of Prior Period, Adjusted Balance	Redeemable Noncontrolling Interest Balance, January 1, 2020, as recast
Beginning balance at Dec. 31, 2019	$ 6,121			$ (36)	$ 6,085	$ 25		$ 25	$ (154)		$ (154)	$ 4,404			$ 4,404	$ 3,808			$ (36)	$ 3,772	$ (2,002)			$ (2,002)	$ 40			$ 40
Stockholders' Equity
Net income (loss), excluding redeemable noncontrolling interests	(451)															(493)									42
Other comprehensive income (loss), net of tax	(670)																				(674)				4
Reclassification of certain tax effects																					0
Dividends paid	0																												$ (8)
Decrease in noncontrolling interest due to the change of ownership	(9)											(5)													(4)
Common shares issued from treasury stock and capital increase for share-based compensation	(2)								45			(47)
Share-based compensation expense	38											38
Other changes	(2)											(2)													0
Ending balance at Dec. 31, 2020	4,989					25			(109)			4,388				3,279					(2,676)				82
Beginning balance, redeemable noncontrolling interest at Dec. 31, 2019																													35		$ 35
Redeemable Noncontrolling Interest
Net income (loss), redeemable noncontrolling interests																													13
Ending balance, redeemable noncontrolling interest at Dec. 31, 2020																													40
Stockholders' Equity
Net income (loss), excluding redeemable noncontrolling interests	1,748															1,723									25
Other comprehensive income (loss), net of tax	237																				231				6
Dividends paid	(271)															(180)									(91)				(7)
Common shares issued from treasury stock and capital increase for share-based compensation	0								25			(25)
Share-based compensation expense	99											99
Other changes	6											2				(4)									8
Ending balance at Dec. 31, 2021	6,808	$ (1,654)	$ 5,154			25	$ 25		(84)	$ (84)		4,464	$ (3,044)	$ 1,420		4,818	$ 1,464	$ 6,282			(2,445)	$ (52)	$ (2,497)		30	$ (22)	$ 8
Redeemable Noncontrolling Interest
Net income (loss), redeemable noncontrolling interests																													12
Ending balance, redeemable noncontrolling interest at Dec. 31, 2021	45																												45	$ 45
Stockholders' Equity
Net income (loss), excluding redeemable noncontrolling interests	2,023															2,029									(6)
Other comprehensive income (loss), net of tax	218																				219				(1)
Dividends paid	(412)															(412)													(11)
Acquisition of treasury stock	(153)								(153)
Common shares issued from treasury stock and capital increase for share-based compensation	0								7			(7)
Share-based compensation expense	87											87
Other changes	10											4				7									(1)				(1)
Ending balance at Dec. 31, 2022	6,927					$ 25			$ (230)			$ 1,504				$ 7,906					$ (2,278)				$ 0
Redeemable Noncontrolling Interest
Net income (loss), redeemable noncontrolling interests																													16
Ending balance, redeemable noncontrolling interest at Dec. 31, 2022	$ 49																												$ 49

XML

Presentation

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Presentation

Presentation

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

Subsequent to December 31, 2021, the Company had three reportable segments 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 the customers of the Company’s products. The Company’s worldwide agricultural equipment and construction equipment segments as well as corporate functions are collectively referred to as “Industrial Activities”.

The Company was formed as a result of the mergers of Fiat Industrial S.p.A. and its subsidiary CNH Global N.V. with and into CNH Industrial, effective September 29, 2013.

Spin-off of On-Highway Business

Until December 31, 2021, CNH Industrial N.V. owned and controlled the Commercial and Specialty Vehicles business, the Powertrain business, and the related Financial Services business (together the “Iveco Group Business” or the “On-Highway Business”), as well as the Agriculture business, the Construction business, and the related Financial Services business (collectively, the “Off-Highway Business”). Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a demerger under Dutch law (the "Demerger") to Iveco Group N.V. (the "Iveco Group"), and the Iveco Group became a public listed company independent from CNH Industrial with its common shares trading on the Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A. In connection with the Demerger, shares of Iveco Group N.V. were distributed to shareholders in CNH Industrial N.V. on a pro rata basis. The On-Highway Business' financial results for the periods prior to the Demerger have been reflected in our Consolidated Statement of Operations, retrospectively, as discontinued operations. Additionally, the related assets and liabilities associated with the On-Highway Business are classified as discontinued operations within Assets Held for Distribution and Liabilities Held for Distribution in the prior year of the Consolidated Balance Sheet. Pursuant to the terms of the deeds of demerger entered into between CNH Industrial N.V. and Iveco Group N.V. on January 1, 2022, assets related to the On-Highway Business were transferred to, and liabilities related to the On-Highway Business were retained or assumed by, Iveco Group N.V.

In order to present the financial effects of a Discontinued Operation, revenues and expenses arising from intercompany transactions were eliminated. Eliminations from transactions between Continuing and Discontinued Operations are allocated in full to Discontinued Operations. However, no profit or loss is recognized for intercompany transactions within the Consolidated Statement of Operations. The amounts of income statement items included in Discontinued Operations is detailed in the following sections.

Intercompany transactions between Continuing and Discontinued Operations have been eliminated in the consolidated statement of financial position. The net balance between Assets held for distribution and Liabilities held for distribution represents the net equity of the Discontinued Operations. This amount corresponds to the reduction in the total equity of CNH Industrial due to the Demerger that occurred on January 1, 2022.

All cash flows from Discontinued Operations are reported in the appropriate items for operating activities, investing activities and financing activities in the Statement of Cash Flows. The cash flows represent those arising from transactions with third parties.

The following table presents the assets and liabilities of the Iveco Group Business classified as Assets Held for Distribution and Liabilities Held for Distribution as of December 31, 2021.

	December 31, 2021
	(in millions)
ASSETS HELD FOR DISTRIBUTION
Cash and cash equivalents	$	961
Restricted cash	55
Trade receivables, net	165
Financing receivables, net	3,284
Inventories, net	3,005
Property, plant and equipment, net	3,221
Investments in unconsolidated subsidiaries and affiliates	613
Equipment under operating leases	66
Goodwill, net	80
Other intangible assets, net	141
Deferred tax assets	1,059
Other assets	896
Total Assets Held for Distribution	$	13,546
LIABILITIES HELD FOR DISTRIBUTION
Debt	2,343
Trade payables	3,366
Deferred tax liabilities	14
Pension, postretirement and other postemployment benefits	560
Other liabilities	5,609
Total Liabilities Held for Distribution	$	11,892

Details of Statement of Operations line items included in Discontinued Operations, after the eliminations, for the years ended

December 31, 2021, and 2020 are as follows:

	2021		2020
	(in millions)
Revenues
Net sales	$	14,743	$	11,772
Finance, interest and other income	194		140
Total Revenues	$	14,937	$	11,912
Costs and Expenses
Cost of goods sold	12,765		10,745
Selling, general and administrative expenses	989		859
Research and development expenses	594		439
Restructuring expenses	39		27
Interest expense	129		107
Other, net	380		61
Total Costs and Expenses	$	14,896	$	12,238
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	41		(326)
Income tax (expense) benefit	(113)		135
Equity in income of unconsolidated subsidiaries and affiliates	31		(49)
Net Income (loss) from discontinued operations	$	(41)	$	(240)

Cash flows from Discontinued Operations from the years ended December 31, 2021 and 2020 are as follows:

		2021		2020
	(in millions)
Operating activities:
Net income (loss) of discontinued operations		$	(41)	$	(240)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense, net of depreciation and amortization of assets under operating leases and assets sold under buy-back commitments		316		332
Depreciation and amortization expense of assets under operating leases and assets sold under buy-back commitments		296		302
(Gain) Loss on disposal of assets		(44)		1
Undistributed income of unconsolidated subsidiaries		(13)		51
Other non-cash items		197		72
Changes in operating assets and liabilities:
Provisions		87		90
Deferred income taxes		36		(192)
Trade and financing receivables related to sales, net		54		118
Inventories, net		(216)		678
Trade payables		25		87
Other assets and liabilities		187		42
Cash flow from operating activities of discontinued operation		$	884	$	1,341
Investing activities:
Additions to retail receivables		(42)		(12)
Collections of retail receivables		50		31
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments		—		3
Expenditures for property, plant and equipment and intangible assets, net of assets under operating leases and assets sold under buy-back commitments		(348)		(252)
Expenditures for assets under operating leases and assets sold under buy-back commitments		(763)		(752)
Other		672		187
Cash flow provided by (used in) investing activities of discontinued operation		$	(431)	$	(795)
Financing activities:
Proceeds from long-term debt		3,459		3,119
Payments of long-term debt		(3,602)		(3,285)
Net increase (decrease) in other financial liabilities		97		(241)
Dividends paid		—		—
Cash flow from financing activities of discontinued operation		$	(46)	$	(407)

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

CNH Industrial has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include CNH Industrial N.V. and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars and, unless otherwise indicated, all financial data set forth in these consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of CNH Industrial’s subsidiaries in which CNH Industrial has a controlling financial interest, and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of an entity or based on CNH Industrial’s determination that it is the primary beneficiary of a variable interest entity (“VIE”). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses

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

Investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method when CNH Industrial does not have a controlling interest, but exercises significant influence. Under this method, the investment is initially recorded at cost and is increased or decreased by CNH Industrial’s proportionate share of the entity’s respective net income or loss. Dividends received from these entities reduce the carrying value of the investments.

Business Combinations

Business combinations are accounted for by applying the acquisition method. Under this method, the consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred and liabilities assumed by the Company and the equity interests issued in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

On November 30, 2021, CNH Industrial completed its acquisition of Raven Industries, Inc. CNH Industrial acquired 100% of the capital stock of Raven for $58 per share funded with available cash on hand. Cash consideration paid to Raven shareholders and Raven equity award holders totaled $2.1 billion. Raven, based in Sioux Falls, South Dakota, included three business divisions: Applied Technology, Engineered Films and Aerostar. The Applied Technologies division offers precision agricultural technologies in the areas of applications controls, guidance and steering, field computers, boom controls, cloud services and logistics, and injection support. At December 31, 2021, the preliminary estimates for the fair value of assets acquired and liabilities assumed of the Applied Technologies Division as of the acquisition date included $1.3 billion and $0.5 billion in preliminary goodwill and intangible assets, respectively. At December 31, 2021, the Engineered Films and Aerostar businesses were classified as held for sale with preliminary estimates of $0.5 billion in assets held for sale (included in Other Assets) and $0.1 billion in liabilities held for sale (included in Other Liabilities). The Engineered Films and Aerostar businesses were subsequently sold during 2022.

The acquisition of Raven has been accounted for as a business combination using the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. In Q4 2022, the Company finalized the valuation of acquired assets and assumed liabilities. The asset and liability fair values of the remaining Raven business, Applied Technology Division, at the acquisition date are as follows:

		November 30, 2021
	(in millions)
Intangible Assets
Customer Relationship		$	145
In-Process R&D		165
Developed Technology		50
Trade Names		74
Goodwill		1,404
Deferred Tax Liability and Other		(137)

On December 30, 2021, CNH Industrial completed its purchase of 90% capital stock of Sampierana S.p.A. ("Sampierana") for approximately $100 million. Sampierana is an Italian company specializing in the development, manufacture and commercialization of earthmoving machines, undercarriages and spare parts. In Q4 2022, the Company finalized the valuation of acquired assets and assumed liabilities. Sampierana is included in the Company’s Construction segment.

On May 16, 2022, CNH Industrial acquired Specialty Enterprises LLC, a manufacturer of agricultural spray booms and sprayer boom accessories. Total consideration was approximately $50 million. The results of Specialty Enterprises have been included in the Company’s Agriculture segment.

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the realizable value of property, plant and equipment, goodwill and other intangibles; residual values of equipment on operating leases; allowance for credit losses; tax contingencies and valuation allowances; liabilities for warranties; sales allowances; and assets and obligations related to employee benefits. Actual results could differ from these estimates.

Revenue Recognition

Revenue is recognized when control of the equipment, services or parts has been transferred and the Company’s performance obligations to the customers have been satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.

The timing of when the Company transfers the goods or services to the customer may differ from the timing of the customer’s payment.

Revenues are stated net of discounts, allowances, settlement discounts and rebates, as well as costs for sales incentive programs, which are determined on the basis of historical costs, country by country, and charged against profit for the period in which the corresponding sales are recognized.

The Company also enters into contracts with multiple performance obligations. For these contracts, the Company allocates revenue from the transaction price to the distinct goods and services in the contract on a relative standalone selling price basis. To the extent the Company sells the goods or services separately in the same market, the standalone selling price is the observable price at which the Company sells the goods or services separately. For all other goods or services, the Company estimates the standalone selling price considering all information reasonably available (including market conditions, entity-specific factors and information about the customer or class of customer).

Sales of goods

The Company has determined that the customers from the sale of equipment and parts are generally dealers, distributors, public entities and retail customers.

The Company recognizes revenue at a point in time when control has transferred to the customer at a sales price that the Company expects to receive. Transfer of control occurs when title and risk of ownership have transferred to the customer, which occurs based upon the terms specified in the contract. In most of the jurisdictions where the Company operates, and subject to specific exceptions, transfer of control occurs upon shipment.

For all sales, no significant uncertainty exists surrounding the purchaser’s obligation to pay for equipment and parts. The Company records appropriate allowance for credit losses and anticipated returns as required. Fixed payment schedules exist for all sales, but payment terms vary by geographic market and product line.

The cost of incentives, if any, are estimated at the inception of a contract at the amount that is expected to be paid and is recognized as a reduction to revenue at the time of the sale. If an equipment contract transaction has multiple performance obligations, the cost of incentives is allocated entirely to the equipment as the intent of the incentives is to encourage sales of equipment. If the estimate of the incentive changes following the sale to the customer, the change in estimate is recognized as an adjustment to revenue in the period of the change. CNH Industrial grants certain sales incentives to support sales of its products to retail customers. At the later of the time of sale or the time an incentive is announced to dealers, CNH Industrial records the estimated impact of sales allowances in the form of dealer and customer incentives as a reduction of revenue. Subsequent adjustments to sales incentive programs related to products previously sold are recognized as an adjustment to revenues in the period the adjustment is determinable. The determination of sales allowances requires management to make estimates based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

With reference to the sales to dealers accompanied by “floor plan” agreements under which the Company offers wholesale financing including “interest-free” financing for specified period of time (which also vary by geographic market and product line), two separate performance obligations exist. The first performance obligation consists of the sale of the equipment from Industrial Activities to the dealer. Concurrent with the sale of the equipment, Industrial Activities offers to the dealer wholesale financing through loans extended by Financial Services. Industrial Activities compensates Financial Services for the cost of the interest-free period. This cost has been determined to represent a cash sale incentive on the initial sale of the good, and therefore it should be recognized upfront as a reduction of net sales of Industrial Activities. The second performance obligation consists of a credit facility extended by Financial Services to the dealer. The remuneration for this performance obligation is represented by the compensation received from Industrial Activities for the period of the interest-free financing and by the interest charged to dealer for the remaining period. This remuneration is recognized by Financial Services over the period of the outstanding exposure.

For parts sales, when the Company provides its customers with a right to return a transferred product, revenue and corresponding cost of sales are recognized for parts that are not expected to be returned. The expected returns are estimated based on an analysis of historical experience. The portion of revenue (and corresponding cost of sales) related to the parts that are expected to be returned is recognized at the end of the return period. The amount received or receivable that is expected to be returned is recognized as a refund liability, representing the obligation to return the customer’s consideration.

Furthermore, at the time of the initial sale, CNH Industrial recognizes a return asset for the right to recover the goods returned by the customer. This asset is initially measured at the former carrying amount of the inventory. At each reporting date, both the refund

liability and the return asset are remeasured to record for any revisions to the expected level of returns, as well as any decreases in the value of the returned products.

Rendering of services

Revenues from services provided are primarily comprised of extended warranties and maintenance and repair services and are recognized over the contract period when the costs are incurred, that is when the claims are charged by the dealer. Amounts invoiced to customers for which CNH Industrial receives consideration before the performance is satisfied are recognized as contract liability. These services are either separately-priced or included in the selling price of the equipment. In the second case, revenue for the services is allocated based on the estimated stand-alone selling price. In the event that the costs expected to be incurred to satisfy the remaining performance obligations exceed the transaction price, an estimated contract loss is recognized.

Shipping and other transportation activities performed as an agent are recognized on a net basis, which is netting the related freight cost against the freight revenue.

Finance and interest income

Finance and interest income on receivables is recorded using the effective yield method. Deferred costs on the origination of financing receivables are recognized as a reduction in finance revenue over the expected lives of the receivables using the effective yield method. Recognition of income on loans is suspended when management determines that collection of future income is not probable or when an account becomes 90 days delinquent, whichever occurs earlier. Interest accrual is resumed when and if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The Company applies cash received on nonaccrual financing receivables to first reduce any unrecognized interest and then the recorded investment and any other fees.

Rents and other income on operating leases

Income from operating leases is recognized over the term of the lease on a straight-line basis.

Sales Allowances

CNH Industrial grants certain sales incentives to support sales of its products to retail customers. The expense for such incentive programs is recorded as a deduction in arriving at the net sales amount at the time of the sale of the product to the dealer. The expense for new programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

Warranty Costs

At the time a sale of equipment or parts to a dealer is recognized, CNH Industrial records the estimated future base warranty costs for the product. CNH Industrial determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to the park of equipment that has been sold and is still under warranty. Campaigns are formal post-production modification programs approved by management. The liabilities for such programs are recognized when approved, based on an estimate of the total cost of the program.

Advertising

CNH Industrial expenses advertising costs as incurred. Advertising expense totaled $152 million, $110 million, and $82 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Research and Development

Research and development costs are expensed as incurred.

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to which they refer.

All other borrowing costs are expensed when incurred.

Government Grants

Government grants are recognized in the financial statements when there is reasonable assurance that the company concerned will comply with the conditions for receiving such grants and that the grants themselves will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset.

The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan (fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the policies already used for the recognition of government grants.

Foreign Currency

Certain of CNH Industrial’s non-U.S. subsidiaries and affiliates maintain their books and accounting records using local currency as the functional currency. Assets and liabilities of these non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates, and net exchange gains or losses resulting from such translation are included in “Accumulated other comprehensive income (loss)” in the accompanying consolidated balance sheets. Income and expense accounts of these non-U.S. subsidiaries are translated at the average exchange rates for the period. Gains and losses from foreign currency transactions are included in net income in the period during which they arise. Net foreign currency transaction gains and losses are reflected in “Other, net” in the accompanying consolidated statement of operations and also include the cost of hedging instruments. For the years ended December 31, 2022 and 2021 the Company recorded net losses of $185 million and $135 million, respectively. For the year ended December 31, 2020 the Company recorded a net gain of $28 million. Included in the net losses in 2022, 2021 and 2020 were charges of $— million, $47 million and $56 million (inclusive of impact of discontinued operations) due to the devaluation of net monetary assets of Argentinian subsidiaries in 2022, 2021, and 2020, respectively. There was no impact in 2022 as the functional currency of the Argentinian subsidiary was changed to the US Dollar. As described in Note 15: Financial Instruments, the Company uses hedging instruments to mitigate foreign currency risk. Net of gains realized on foreign currency hedging instruments, the Company recorded a losses of $80 million, $6 million and $17 million for the three years ended December 31, 2022, 2021 and 2020, respectively.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying value of cash equivalents approximates fair value because of the short maturity of these investments.

Restricted Cash

Restricted cash includes principal and interest payments from retail notes and wholesale receivables owned by the consolidated VIEs that are payable to the VIEs’ investors, and cash pledged as a credit enhancement to the same investors. These amounts are held by depository banks in order to comply with contractual agreements.

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the consolidated statements of cash flows as these receivables arise from sales to CNH Industrial’s customers. Cash flows from financing receivables that are related to sales to CNH Industrial’s dealers are also included in operating activities. CNH Industrial’s financing of receivables related to equipment sold by dealers is included in investing activities.

CNH Industrial paid interest of $718 million, $539 million, and $625 million for the years ended December 31, 2022, 2021, and 2020, respectively. For 2022, 2021, and 2020, the amount includes a charge of $— million, $8 million, and $— million, respectively, in connection with the Company’s accelerated debt redemption strategy.

CNH Industrial paid taxes of $717 million, $348 million, and $80 million in 2022, 2021, and 2020, respectively.

In 2022, Other non-cash items of $196 million primarily included share-base payments of $87 million and writedowns of financial assets of $77 million.

In 2021, Other non-cash items of $126 million primarily included share-based payments of $90 million and writedowns of financial assets of $34 million.

In 2022, Investing Activities - Other primarily consisted of change in intersegment receivable/payable (including with Iveco Group) less proceeds from the sale of the Raven EFD and Aerostar divisions and sale of certain real estate. In 2021, Investing Activities - Other included cash paid for the acquisition of Raven Industries Inc of $2.1 billion.

Receivables

Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs.

Periodically, the Company sells or transfers retail notes and wholesale receivables to funding facilities or in securitization transactions. In accordance with the accounting guidance regarding transfers of financial assets and the consolidation of VIEs, the majority of the retail notes and wholesale receivables sold in securitizations do not qualify as sales and are recorded as secured borrowings with no gains or losses recognized at the time of securitization. Receivables associated with these securitization transactions and receivables that the Company has the ability and intent to hold for the foreseeable future are classified as held for investment. The substantial majority of the Company’s receivables, which include unrestricted receivables and restricted receivables for securitization investors, are classified as held for investment.

Allowance for Credit Losses

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

Retail customer receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

Trade and wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for trade and wholesale credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

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

Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected. Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. The cost of finished goods and work-in-progress includes the cost of raw materials, other direct costs and production overheads.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred.

Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments. The corresponding liability to the lessor is included in the financial statements as debt.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:

Category	Lives
Buildings and improvements	10 — 40 years
Plant, machinery and equipment	5 — 25 years
Other equipment	3 — 10 years

The following paragraph presents the Company’s policy for leases for which it is a lessee.

Lease policy

A lease is a contract that conveys the right to control the use of an identified asset (the leased asset) for a period of time in exchange for consideration. The lease term determined by the Company comprises the non-cancellable period of lease contract together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. For real estate leases, this assessment is based on an analysis by management of all relevant facts and circumstances including the leased asset’s purpose, the economic and practical potential for replacing and any plans that the Company has in place for the future use of the asset. For lease agreements, we combine lease and non-lease components.

For leases with terms not exceeding twelve months (short-term leases), the Company recognizes the lease payments associated with those leases on a straight-line basis over the lease term as operating expense in the income statement.

For all other leases, the right-of-use asset includes the amount of lease liability recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Correspondingly, the Company recognizes a lease liability, measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The incremental borrowing rate is determined considering macro-economic factors such as the specific interest rate curve based on the relevant currency and term, as well as specific factors contributing to CNH Industrial’s credit spread. The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

For finance leases, the right-of-use asset is classified within Property, plant and equipment, net and the lease liability, within Debt. Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments.

In case of operating leases, the right-of-use asset is classified within Other assets and the lease liability, within Other liabilities. After the commencement date, the Company recognizes in profit or loss a single lease cost, calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. In particular, after lease commencement, the lease liability is measured at the present value of any remaining lease payments, discounted by using the rate determined at lease commencement, consistently with the model used to calculate the liability related to the finance lease. Correspondingly, the right-of-use asset is measured as the lease liability adjusted by accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), remaining unamortized initial direct costs and lease incentives, and any impairments of the right-of-use asset.

Equipment on Operating Leases

Financial Services purchases leases and equipment from CNH Industrial dealers and other independent third parties that have leased equipment to retail customers under operating leases. Financial Services’ investment in operating leases is based on the purchase price paid for the equipment. Income from these operating leases is recognized over the term of the lease. The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination. Residual values are estimated at the inception of the lease and are reviewed quarterly. Realization of the residual values is dependent on Financial Services’ future ability to re-market the equipment under then prevailing market conditions. Equipment model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Management believes that the estimated residual values are realizable. Expenditures for maintenance and repairs of the applicable equipment are the responsibility of the lessee.

Financial Services evaluates the carrying amount of equipment on operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event occurs, a test for recoverability is performed comparing projected undiscounted future cash flows to the carrying amount of the asset. If the test for recoverability identifies a possible impairment, the asset’s fair value is measured in accordance with the fair value measurement framework. An impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.

Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded in inventory at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.

Goodwill and Other Intangibles

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired. Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually. At December 31, 2021 and 2022, the Company performed its annual impairment review and concluded there was no impairment to goodwill for the other reporting units.

Other intangibles consist primarily of acquired dealer networks, trademarks, product drawings, patents, and software. Other intangibles with indefinite lives principally consist of acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life. Intangible assets with an indefinite useful life are not amortized. Other intangible assets with definite lives are being amortized on a straight-line basis over 5 to 25 years.

Reference is made to “Note 9: Goodwill and Other Intangibles” for further information regarding goodwill and other intangible assets.

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

CNH Industrial evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If circumstances require a long-lived asset to be tested for possible impairment, CNH Industrial compares the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Income Taxes

The provision for income taxes is determined using the asset and liability method. CNH Industrial recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and tax contingencies estimated to be settled with taxing authorities within one year. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and tax attributes. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.

Retirement and Post-employment Benefits

CNH Industrial sponsors numerous defined benefit and defined contribution pension plans, the assets of which are held in separate trustee-administered funds. The pension plans are funded by payments from CNH Industrial. The cost of providing defined benefit pension and other postretirement benefits is calculated based upon actuarial valuations. The liability for termination indemnities is accrued in accordance with labor legislation in each country where such benefits are required. CNH Industrial contributions to defined contribution plans are charged to the income statement during the period of the employee’s service.

Derivatives

CNH Industrial’s policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes. CNH Industrial records derivative financial instruments in the consolidated balance sheets as either an asset or a liability measured at fair value. The fair value of CNH Industrial’s foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts). The fair value of CNH Industrial’s interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument. Changes in the fair value of derivative financial instruments are recognized in current income unless specific hedge accounting criteria are met. For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change together with the offsetting loss or gain on the related hedged item. For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the derivative financial instrument’s gain or loss is initially reported in other comprehensive income (loss) and is subsequently reclassified into income when the forecasted transaction affects income. For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately in income.

For derivative financial instruments designated as hedges, CNH Industrial formally documents the hedging relationship to the hedged item and its risk management strategy for all derivatives designated as hedges. This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. CNH Industrial assesses the effectiveness of its hedging instruments both at inception and on an ongoing basis. If a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.

Reference is made to “Note 15: Financial Instruments,” for further information regarding CNH Industrial’s use of derivative financial instruments.

Share-Based Compensation Plans

CNH Industrial recognizes all share-based compensation as an expense based on the fair value of each award on the grant date. CNH Industrial recognizes share-based compensation costs on a straight-line basis over the requisite service period for each separately vesting portion of an award.

Earnings per Share

Basic earnings per share is based on the weighted average number of shares outstanding during each period. Diluted earnings per share is based on the weighted average number of shares and dilutive share equivalents outstanding during each period. Unvested performance-based awards are considered outstanding and included in the computation of diluted earnings per share based on the number of shares that would vest if the end of the reporting period were the end of the contingency period.

New Accounting Pronouncements

Adopted in 2022

None

Not Yet Adopted

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedging relationships, and other transactions affected by Reference Rate Reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06"). ASU 2022-06 extended the sunset date of ASC Topic 848 from December 31, 2022 to December 31, 2024. The Company has not adopted ASU 2020-04 as of December 31, 2022. ASU 2020-04 is not expected to have a significant impact on the Company's consolidated financial statements.

Revenue Contract Assets and Liabilities Acquired in a Business Combination

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) as applied by the acquiree to determine what to record for the acquired revenue contract assets and liabilities instead of at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company will apply the guidance within ASU 2021-08 on business combinations beginning January 1, 2023.

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on vintage disclosures to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Entities can elect to adopt the guidance on TDRs using either a prospective or modified retrospective transition. The amendments related to disclosures should be adopted prospectively. The Company will apply the disclosures prospectively starting January 1, 2023.

Supplier Finance Programs Disclosures

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such

amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact, if any, of adoption to our consolidated financial statements.

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Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The following tables summarize previously reported revenues for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		3,081		2,170
Eliminations and Other	—		—		(10)
Total Industrial Activities	21,541		17,802		13,083
Financial Services	1,996		1,672		1,660
Eliminations and Other	14		22		36
Total Revenues	$	23,551	$	19,496	$	14,779

The following table disaggregates previously reported revenues by major source for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Revenues from:
Sales of goods	$	21,506	$	17,783	$	13,067
Rendering of services and other revenues	35		19		16
Revenues from sales of goods and services	$	21,541	$	17,802	$	13,083
Finance and interest income	1,169		912		966
Rents and other income on operating lease	841		782		730
Finance, interest and other income	$	2,010	$	1,694	$	1,696
Total Revenues	$	23,551	$	19,496	$	14,779

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Receivables

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Receivables

Receivables

Trade Receivables, net

As of December 31, 2022 and 2021, the Company had trade receivables of $172 million and $192 million, respectively. Trade receivables are shown net of allowances for doubtful accounts of $23 million and $24 million at December 31, 2022 and 2021 respectively. Trade accounts have significant concentrations of credit risk in the Agriculture and Construction segments. There is not a disproportionate concentration of credit risk in any geographic region.

The Industrial Activities businesses sell a significant portion of their trade receivables to Financial Services and provide compensation to Financial Services at approximate market interest rates.

Financing Receivables, net

A summary of financing receivables included in the consolidated balance sheets as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Retail	$	11,446	$	9,955
Wholesale	7,785		5,373
Other	29		48
Total	$	19,260	$	15,376

CNH Industrial 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 six years, and interest rates vary depending on 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. During the “interest-free” period, Financial Services is compensated by Industrial Activities based on market interest rates. After the expiration of any “interest-free” period, interest is charged to dealers on outstanding balances until CNH Industrial 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 Industrial 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 2022, 2021 or 2020 relating to the termination of dealer contracts.

Maturities of financing receivables as of December 31, 2022 are as follows:

	Amount
	(in millions)
2023	$	11,133
2024	2,874
2025	2,243
2026	1,609
2027	940
2028 and thereafter	461
Total	$	19,260

It has been the Company’s experience that substantial portions of retail, which include retail notes and finance leases, are repaid before their contractual maturity dates. As a result, the above table should not be regarded as a forecast of future cash collections. Financing receivables have significant concentrations of credit risk in the agriculture and construction business sectors. On a geographic basis, there is not a disproportionate concentration of credit risk in any area. The Company typically retains, as collateral, a security interest in the equipment associated with retail and wholesale receivables, while revolving charge accounts are generally unsecured.

Transfers of Financial Assets

As part of its overall funding strategy, the Company periodically transfers certain receivables into special purpose entities ("SPEs") as part of its asset backed securitization ("ABS") programs or into factoring transactions.

SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets. 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 (for example, 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 the Company continues to recognize the receivables transferred by this means in its balance sheet and a financial liability of the same amount under asset-backed financing.

The secured borrowings related to the transferred receivables are obligations that are payable as the receivables are collected. At December 31, 2022 and 2021, the carrying amount of such restricted receivables included in financing receivables are the following (in millions):

	2022		2021
Retail	$	6,766	$	6,878
Wholesale	4,582		3,443
Total	$	11,348	$	10,321

Allowance for Credit Losses

CNH Industrial''s allowance for credit losses is segregated into two portfolio segments: retail and wholesale. A portfolio segment is the level at which CNH Industrial develops a systematic methodology for determining its allowance for credit losses. Further, the class of receivables by which CNH Industrial evaluates its portfolio segments is by geographic region. Typically, CNH Industrial's receivables within a geographic area have similar risk profiles and methods for assessing and monitoring risk. The classes align with management reporting.

Allowance for credit losses activity for the year ended December 31, 2022 is as follows (in millions):

	December 31, 2022
	Retail		Wholesale
Opening balance	$	220	$	65
Provision	59		7
Charge-offs, net of recoveries	(17)		(7)
Foreign currency translation and other	8		(1)
Ending balance	$	270	$	64

At December 31, 2022, the allowance for credit losses included increases in reserves due to growth in the retail portfolio and additionally included $15 million for domestic Russian receivables, $9 million for the addition of revolving charge accounts in North America and $7 million in China related to Construction. CNH Industrial will update the macroeconomic factors and qualitative factors in future periods, as warranted. The provision for credit losses is included in selling, general and administrative expenses.

Allowance for credit losses activity for the year ended December 31, 2021 is as follows (in millions):

	December 31, 2021
	Retail		Wholesale
Opening Balance	$	231	$	62
Provision	22		6
Charge-offs, net of recoveries	(22)		1
Foreign currency translation and other	(11)		(4)
Ending balance	$	220	$	65

At December 31, 2021, the allowance for credit losses included a reduction in retail reserves primarily due to the improved outlook for the agricultural industry and a reduced expected impact on credit conditions from the COVID-19 pandemic.

Allowance for credit losses activity for the year ended December 31, 2020 is as follows (in millions):

 

	December 31, 2020
	Retail		Wholesale
Opening balance, as previously reported	$	147	$	71
Adoption of ASC 326	34		(4)
Opening balance, as recast	$	181	$	67
Provision	93		4
Charge-offs, net of recoveries	(31)		(5)
Foreign currency translation and other	(12)		(4)
Ending balance	$	231	$	62

At December 31, 2020, the allowance for credit losses was based on the Company's expectation of deteriorating credit conditions related to the COVID-19 pandemic.

CNH Industrial assesses and monitors the credit quality of its financing receivables based on whether a receivable is classified as Performing or Non-Performing. 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 loans for which CNH Industrial 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 year ended December 31, 2022. 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/non-performing information is presented by year of origination for North America, South America and Asia Pacific.

The aging of financing receivables as of December 31, 2022 is as follows (in millions):

	2022
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2022									$	3,558	$	—	$	3,558
2021									2,035		1		2,036
2020									994		—		994
2019									472		—		472
2018									225		—		225
Prior to 2018									65		—		65
Total	$	42	$	16	$	58	$	7,291	$	7,349	$	1	$	7,350
South America
2022									$	1,179	$	2	$	1,181
2021									725		3		728
2020									408		2		410
2019									207		1		208
2018									116		—		116
Prior to 2018									95		—		95
Total	$	12	$	—	$	12	$	2,718	$	2,730	$	8	$	2,738
Asia Pacific
2022									$	601	$	—	$	601
2021									400		1		401
2020									220		1		221
2019									84		—		84
2018									35		—		35
Prior to 2018									3		—		3
Total	$	8	$	8	$	16	$	1,327	$	1,343	$	2	$	1,345
Europe, Middle East, Africa	$	—	$	—	$	—	$	2	$	2	$	11	$	13
Total Retail	$	62	$	24	$	86	$	11,338	$	11,424	$	22	$	11,446
Wholesale
North America	$	—	$	—	$	—	$	3,378	$	3,378	$	—	$	3,378
South America	—		—		—		1,416		1,416		—		1,416
Asia Pacific	—		—		—		494		494		—		494
Europe, Middle East, Africa	7		2		9		2,488		2,497		—		2,497
Total Wholesale	$	7	$	2	$	9	$	7,776	$	7,785	$	—	$	7,785

The aging of financing receivables as of December 31, 2021 is as follows (in millions):

	2021
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2021									$	3,159	$	—	$	3,159
2020									1,688		1		1,689
2019									901		1		902
2018									531		—		531
2017									229		—		229
Prior to 2017									73		—		73
Total	$	13	$	—	$	13	$	6,568	$	6,581	$	2	$	6,583
South America
2021									$	881	$	—	$	881
2020									524		—		524
2019									295		—		295
2018									190		—		190
2017									105		—		105
Prior to 2017									72		—		72
Total	$	1	$	—	$	1	$	2,066	$	2,067	$	—	$	2,067
Asia Pacific
2021									$	579	$	—	$	579
2020									357		4		361
2019									167		1		168
2018									99		1		100
2017									45		—		45
Prior to 2017									5		—		5
Total	$	10	$	8	$	18	$	1,234	$	1,252	$	6	$	1,258
Europe, Middle East, Africa	$	4	$	—	$	4	$	43	$	47	$	—	$	47
Total Retail	$	28	$	8	$	36	$	9,911	$	9,947	$	8	$	9,955
Wholesale
North America	$	—	$	—	$	—	$	2,339	$	2,339	$	—	$	2,339
South America	—		—		—		633		633		22		655
Asia Pacific	2		1		3		446		449		—		449
Europe, Middle East, Africa	5		1		6		1,924		1,930		—		1,930
Total Wholesale	$	7	$	2	$	9	$	5,342	$	5,351	$	22	$	5,373

Troubled Debt Restructurings

A restructuring of a receivable constitutes a TDR when the lender grants a concession it would not otherwise consider to a borrower that is experiencing financial difficulties. As a collateral based lender, CNH Industrial typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings. For wholesale receivables, concessions granted may include extended contract maturities, inclusion of interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

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

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

As of December 31, 2022 and 2021, CNH Industrial's TDRs for retail and wholesale receivables were immaterial.

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Inventories

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories (stated at the lower of cost or market, cost being determined on a FIFO basis) as of December 31, 2022 and 2021 consist of the following:

	2022		2021
	(in millions)
Raw materials	$	1,955	$	1,517
Work-in-process	471		570
Finished goods	2,385		2,129
Total Inventories	$	4,811	$	4,216

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

A summary of property, plant and equipment as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Land and industrial buildings	$	1,807	$	1,848
Plant, machinery and equipment	3,293		3,222
Construction in progress	194		130
Other	364		354
Gross property, plant and equipment	5,658		5,554
Accumulated depreciation	(4,126)		(4,079)
Net property, plant and equipment	$	1,532	$	1,475

Property, plant and equipment recorded under capital leases were immaterial as of December 31, 2022 and 2021.

Depreciation expense on the above property, plant and equipment totaled $198 million, $210 million, and $227 million for the years ended December 31, 2022, 2021, and 2020, respectively.

The Company had contractual commitments of $77 million and $61 million for the acquisition of property, plant and equipment at December 31, 2022 and 2021, respectively.

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Investments in Unconsolidated Subsidiaries and Affiliates

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Investments in Unconsolidated Subsidiaries and Affiliates

Investments in Unconsolidated Subsidiaries and Affiliates

A summary of investments in unconsolidated subsidiaries and affiliates as of December 31, 2022 and 2021 is as follows:

 

	2022		2021
	(in millions)
Equity method	$	331	$	286
Cost method	54		47
Total	$	385	$	333

A summary of the combined results of operations and financial position as reported by the investees that CNH Industrial accounts for using the equity method is as follows (unaudited):

	For The Years Ended December 31,
	2022		2021		2020
	(in millions)
Net revenue	$	2,096	$	1,996	$	1,462
Income before taxes	$	348	$	332	$	225
Net income	$	280	$	247	$	175

	As of December 31,
	2022		2021
	(in millions)
Total Assets	$	7,290	$	6,789
Total Liabilities	$	6,376	$	5,983
Total Equity	$	914	$	806

The investees included in these tables primarily consists of Al Ghazi Tractors Ltd. (43.2% ownership), Turk Traktor re Ziraat Makineteri A.S. (37.5% ownership), New Holland HFT Japan Inc. (50.0% ownership), CNH de Mexico S.A. de C.V. (50.0% ownership), CIFINS S.p.a (50.0% ownership) and CNH Industrial Capital Europe S.a.S (24.9% ownership owned directly by CIFINS S.p.a).

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Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Leases

Lessee

The Company has mainly operating lease contracts for buildings, plant and machinery, vehicles, IT equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet. For the leases the Company recognized, on a straight-line basis over the lease term, lease expense of $13 million and $5 million and for the year ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022 and 2021, the Company incurred operating lease expenses of $74 million and $69 million, respectively.

At December 31, 2022 and 2021, the Company has recorded approximately $225 million and $194 million of a right-of-use asset, respectively, and $228 million and $196 million of lease liability included in Other Assets and Other Liabilities, respectively. At December 31, 2022 and 2021 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 5.9 years and 3.8%, and 5.5 years and 3.6%, respectively.

During the year ended December 31, 2022 and 2021, leased assets obtained in exchange for operating lease obligations were $114 million and $50 million, respectively. During the year ended December 31, 2022 and 2021, operating cash outflow for amounts included in the measurement of operating lease obligations was $73 million and $68 million, respectively.

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:

	Amount
Operating Leases	(in millions)
2023	$	63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	$	259
Less: Interest	31
Total	$	228

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 are accounted for separately.

A summary of equipment on operating leases as of December 31, 2022, and 2021 is as follows:

	2022		2021
	(in millions)
Equipment on operating leases	$	1,894	$	2,167
Accumulated depreciation	(392)		(429)
Net equipment on operating leases	$	1,502	$	1,738

Depreciation expense on equipment on operating leases is recorded in "Other, net" and amounted to $207 million, $241 million and $242 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

	Amount
	(in millions)
2023	$	197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	—
Total undiscounted lease payments	$	438

Leases

Leases

Lessee

The Company has mainly operating lease contracts for buildings, plant and machinery, vehicles, IT equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet. For the leases the Company recognized, on a straight-line basis over the lease term, lease expense of $13 million and $5 million and for the year ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022 and 2021, the Company incurred operating lease expenses of $74 million and $69 million, respectively.

At December 31, 2022 and 2021, the Company has recorded approximately $225 million and $194 million of a right-of-use asset, respectively, and $228 million and $196 million of lease liability included in Other Assets and Other Liabilities, respectively. At December 31, 2022 and 2021 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 5.9 years and 3.8%, and 5.5 years and 3.6%, respectively.

During the year ended December 31, 2022 and 2021, leased assets obtained in exchange for operating lease obligations were $114 million and $50 million, respectively. During the year ended December 31, 2022 and 2021, operating cash outflow for amounts included in the measurement of operating lease obligations was $73 million and $68 million, respectively.

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:

	Amount
Operating Leases	(in millions)
2023	$	63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	$	259
Less: Interest	31
Total	$	228

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 are accounted for separately.

A summary of equipment on operating leases as of December 31, 2022, and 2021 is as follows:

	2022		2021
	(in millions)
Equipment on operating leases	$	1,894	$	2,167
Accumulated depreciation	(392)		(429)
Net equipment on operating leases	$	1,502	$	1,738

Depreciation expense on equipment on operating leases is recorded in "Other, net" and amounted to $207 million, $241 million and $242 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

	Amount
	(in millions)
2023	$	197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	—
Total undiscounted lease payments	$	438

Leases

Leases

Lessee

The Company has mainly operating lease contracts for buildings, plant and machinery, vehicles, IT equipment and machinery.

Leases with a term of 12 months or less are not recorded in the balance sheet. For the leases the Company recognized, on a straight-line basis over the lease term, lease expense of $13 million and $5 million and for the year ended December 31, 2022 and 2021, respectively.

For the year ended December 31, 2022 and 2021, the Company incurred operating lease expenses of $74 million and $69 million, respectively.

At December 31, 2022 and 2021, the Company has recorded approximately $225 million and $194 million of a right-of-use asset, respectively, and $228 million and $196 million of lease liability included in Other Assets and Other Liabilities, respectively. At December 31, 2022 and 2021 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 5.9 years and 3.8%, and 5.5 years and 3.6%, respectively.

During the year ended December 31, 2022 and 2021, leased assets obtained in exchange for operating lease obligations were $114 million and $50 million, respectively. During the year ended December 31, 2022 and 2021, operating cash outflow for amounts included in the measurement of operating lease obligations was $73 million and $68 million, respectively.

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:

	Amount
Operating Leases	(in millions)
2023	$	63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	$	259
Less: Interest	31
Total	$	228

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 are accounted for separately.

A summary of equipment on operating leases as of December 31, 2022, and 2021 is as follows:

	2022		2021
	(in millions)
Equipment on operating leases	$	1,894	$	2,167
Accumulated depreciation	(392)		(429)
Net equipment on operating leases	$	1,502	$	1,738

Depreciation expense on equipment on operating leases is recorded in "Other, net" and amounted to $207 million, $241 million and $242 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

	Amount
	(in millions)
2023	$	197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	—
Total undiscounted lease payments	$	438

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Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Changes in the carrying amount of goodwill, for the years ended December 31, 2022 and 2021 are as follows:

	Agriculture		Construction		Financial Services		Total
	(in millions)
Balance at January 1, 2021	$	1,695	$	0	$	143	$	1,838
Foreign currency translation and other	(1)		(2)		(2)		(5)
Acquisitions	1,326		51		—		1,377
Balance at December 31, 2021	$	3,020	$	49	$	141	$	3,210
Foreign currency translation and other	68		(3)		(1)		64
Acquisitions	48		—		—		48
Balance at December 31, 2022	$	3,136	$	46	$	140	$	3,322

The acquisition of Specialty Enterprises LLC (Specialty) during the second quarter of 2022 led to the increase in Goodwill for Agriculture of $43 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. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2022. Thus, goodwill associated with the acquisitions is subject to adjustment during the measurement period.

As of December 31, 2021, the acquisitions of Raven and Sampierana during the fourth quarter of 2021 led to an increase in goodwill for Agriculture and Construction of $1.3 billion and $51 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 in Q4 2022. Measurement period adjustments were recorded in the current year that increased Goodwill by $77 million for Agriculture, primarily related to updates of certain of the valuations.

Impairment testing for goodwill is done at a reporting unit level. Under the goodwill impairment test, CNH Industrial’s estimate of the fair value of the reporting unit is compared with its carrying value. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. CNH Industrial has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs. At December 31, 2022 and December 31, 2021, the Company completed its annual impairment assessment and concluded there were no impairments to goodwill for any of the reporting units.

As of December 31, 2022, and December 31, 2021, the Company’s other intangible assets and related accumulated amortization consisted of the following:

		2022						2021
	Weighted Avg. Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
		(in millions)
Other intangible assets subject to amortization:
Dealer networks	15	$	291	$	242	$	49	$	290	$	231	$	59
Patents, concessions, licenses and other	5-25	1,796		1,153		643		1,851		1,097		754
		2,087		1,395		692		2,141		1,328		813
Other intangible assets not subject to amortization:
In-process research and development		165		—		165		122		—		122
Trademarks		272		—		272		272		—		272
Total Other intangible assets		$	2,524	$	1,395	$	1,129	$	2,535	$	1,328	$	1,207

During the fourth quarter of 2021, the Company recorded $0.5 billion in intangible assets based on the preliminary valuation for the Raven Industries, Inc. and Sampierana S.p.A. acquisitions. Measurement period adjustments were recorded in 2022 that decreased

other intangible assets subject to amortization and increased other intangible assets not subject to amortization by $115 million and $43 million respectively, primarily related to updates of certain of the valuations for the Raven assets.

CNH Industrial recorded amortization expense of $130 million, $85 million, and $72 million during 2022, 2021, and 2020, respectively.

Based on the current amount of other intangible assets subject to amortization, the estimated annual amortization expense for each of the succeeding 5 years is expected to be as follows: $126 million in 2023; $94 million in 2024; $63 million in 2025, $49 million in 2026; and $38 million in 2027.

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Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

Credit Facilities

Lenders of committed credit facilities have the obligation to make advances up to the facility amount. Lenders of uncommitted facilities have the right to terminate the agreement with prior notice to CNH Industrial. At December 31, 2022, CNH Industrial’s available committed unsecured facilities expiring after twelve months amounted to $5.1 billion ($5.2 billion at December 31, 2021).

In March 2019, CNH Industrial signed a five-year committed revolving credit facility for €4 billion ($4.5 billion at March 31, 2019 exchange rate) due to mature in 2024 with two extension options of 1-year each, exercisable on the first and second anniversary of the signing date. CNH Industrial exercised the first of the two extension options as of February 28, 2020 and the second extension option as of February 26, 2021. The facility is now due to mature in March 2026 for €3,950.5 million; €49.5 million within the facility will mature in March 2025. The credit facility replaced the existing five-year €1.75 billion credit facility due to mature in 2021. The €4 billion facility is guaranteed by the parent company with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America Inc.), includes typical provisions for contracts of this type and size, such as: customary covenants mainly relating to Industrial Activities including negative pledge, a status (or pari passu) covenant, restrictions on the incurrence of indebtedness by certain subsidiaries, customary events of default (some of which are subject to minimum thresholds and customary mitigants) including cross-default, failure to pay amounts due or to comply with certain provisions under the loan agreement, the occurrence of certain bankruptcy-related events and mandatory prepayment obligations upon a change in control of CNH Industrial or the borrower and a financial covenant (Net debt/EBITDA ratio relating to Industrial Activities) that is not applicable with the current ratings levels. The failure to comply with these provisions, in certain cases if not suitably remedied, can lead to the requirement to make early repayment of the outstanding advances. At December 31, 2022, the Company was in compliance with all covenants in the revolving credit facility.

At December 31, 2022, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to $2.9 billion ($3.9 billion at December 31, 2021 of which $3.0 billion excluding Iveco Group), of which $2.1 billion at December 31, 2022 ($2.8 billion at December 31, 2021 of which $2.0 billion excluding Iveco Group) were utilized.

Debt

A summary of issued bonds outstanding as of December 31, 2022, is as follows:

	Currency	Face value of outstanding bonds (in millions)	Coupon		Maturity	Outstanding amount (in millions)
Industrial Activities
Euro Medium Term Notes:
CNH Industrial Finance Europe S.A. (1)	EUR	369	2.875	%	May 17, 2023	393
CNH Industrial Finance Europe S.A. (1)	EUR	750	0.000	%	April 1, 2024	800
CNH Industrial Finance Europe S.A. (1)	EUR	650	1.750	%	September 12, 2025	694
CNH Industrial Finance Europe S.A. (1)	EUR	100	3.500	%	November 12, 2025	107
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.875	%	January 19, 2026	533
CNH Industrial Finance Europe S.A. (1)	EUR	600	1.750	%	March 25, 2027	640
CNH Industrial Finance Europe S.A. (1)	EUR	50	3.875	%	April 21, 2028	53
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.625	%	July 3, 2029	533
CNH Industrial Finance Europe S.A. (1)	EUR	50	2.200	%	July 15, 2039	53
Other Bonds:
CNH Industrial N.V. (2)	USD	600	4.500	%	August 15, 2023	600
CNH Industrial N.V. (2)	USD	500	3.850	%	November 15, 2027	500
Hedging effects, bond premium/discount, and unamortized issuance costs						(70)
Total Industrial Activities						4,836
Financial Services
CNH Industrial Capital LLC	USD	600	1.950	%	July 2, 2023	600
CNH Industrial Capital LLC	USD	500	4.200	%	January 15, 2024	500
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 Canada Ltd.	CAD	300	1.500	%	October 1, 2024	222
CNH Industrial Capital Australia Pty Limited	AUD	250	1.750	%	July 8, 2024	170
CNH Industrial Capital Argentina S.A.	USD	31	0.000	%	2023/2025	31
Banco CNH Industrial Capital S.A.	BRL	3,077	8.120% 15.350%		2023/2028	589
Hedging effects, bond premium/discount, and unamortized issuance costs						(66)
Total Financial Services						4,046

(1) Bond listed on the Irish Stock Exchange

(2) Bond listed on the New York Stock Exchange

A summary of total debt as of December 31, 2022 and 2021, is as follows:

	2022						2021
(in millions)	Industrial Activities		Financial Services		Total		Industrial Activities		Financial Services		Total
Total Bonds	$	4,836	$	4,046	$	8,882	$	5,184	$	3,280	$	8,464
Asset-backed debt	—		9,751		9,751		—		8,875		8,875
Other debt	73		4,256		4,329		151		3,407		3,558
Intersegment debt	63		888		—		150		181		—
Total Debt	$	4,972	$	18,941	$	22,962	$	5,485	$	15,743	$	20,897
Payables to Iveco Group	5		151		156		334		168		502
Total Debt (Including Payables to Iveco Group)	$	4,977	$	19,092	$	23,118	$	5,819	$	15,911	$	21,399

The weighted-average interest rate on consolidated debt at December 31, 2022, and 2021 was 3.5% and 2.3%, respectively.

In May 2021, CNH Industrial Capital LLC issued $600 million of 1.450% notes due in 2026 at an issue price of 99.208% of their principal amount.

In July 2021, CNH Industrial Capital Australia Pty. Limited issued AUD200 million of 1.750% notes due in 2024 at an issue price of 99.863% of their principal amount.

In September 2021, CNH Industrial Capital Australia Pty. Limited issued AUD50 million of 1.750% notes due in 2024 at an issue price of 101.069% of their principal amount. The issue is a private placement.

In September 2021, CNH Industrial Capital Canada Ltd issued CAD 300 million of 1.500% notes due in 2024 at an issue price of 99.936% of their principal amount.

In April 2022, Banco CNH Industrial Capital S.A. issued BRL 600 million of notes in two tranches: BRL 177 million at CDI + 0.90%, due in 2024 and BRL 423 million at CDI +1.10%, due in 2025.

In May 2022, Banco CNH Industrial Capital S.A. issued BRL 350 million of notes at CDI +1.10%, due in 2025, through a private placement.

In May 2022, CNH Industrial Capital LLC issued $500 million of 3.950% notes due in 2025 at an issue price of 99.469% of their principal amount.

In September 2022, Banco CNH Industrial Capital S.A. issued BRL 700 million of notes in three tranches: BRL 268 million at CDI + 0.90%, due in 2024; BRL 193 million at CDI +1.05%, due in 2025 and BRL 239 million at CDI +1.30%, due in 2026.

In October 2022, CNH Industrial Capital LLC issued $400 million of 5.450% notes due in 2025 at an issue price of 99.349% of their principal amount.

In October 2022, CNH Industrial Capital Argentina S.A. issued $23 million of 0.000% notes due in 2025. This was a voluntary exchange offer for the outstanding USD-linked Series 1 notes issued in 2020 due August 2023.

In November 2022, Banco CNH Industrial Capital S.A. issued BRL 22 million of notes at CDI + 1.05%, due in 2025, through a private placement.

In December 2022, Banco CNH Industrial Capital S.A. issued BRL 190 million of notes at CDI + 0.85%, due in 2024, through a private placement.

On January 4, 2022 Fitch Ratings raised its Long-Term Issuer Default Rating on CNH Industrial N.V. to ‘BBB+’ from ‘BBB-’. Fitch also upgraded CNH Industrial Finance Europe S.A.’s senior unsecured rating to ‘BBB+’ from ‘BBB-'. The Outlook is Stable. On January 7, 2022 Fitch has upgraded the Long-Term Issuer Default Ratings and senior unsecured debt ratings of CNH Industrial Capital LLC (CNHI Capital) and CNH Industrial Capital Canada Ltd. (CNH Canada) to 'BBB+' from 'BBB-'. The Rating Outlook is Stable. Fitch has also upgraded CNHI Capital's Short-Term IDR and commercial paper (CP) ratings to 'F2' from 'F3'.

On February 25, 2022, Moody's Investors Service (Moody's) upgraded the senior unsecured ratings of CNH Industrial N.V. (CNHI) and its supported subsidiaries including CNH Industrial Capital LLC, CNH Industrial Finance Europe S.A. (CNHI Finance), CNH Industrial Capital Australia Pty. Limited and CNH Industrial Capital Canada Ltd. to Baa2 from Baa3. At the same time, Moody's withdrew CNHI Finance's short term rating of (P)P-3. The outlook is stable.

The bonds issued by CNH Industrial may contain commitments of the issuer, and in certain cases commitments of CNH Industrial N.V. in its capacity as guarantor, which are typical of international practice for bond issues of this type such as, in particular, negative pledge (in relation to quoted indebtedness), a status (or pari passu) covenant and cross default clauses. A breach of these commitments can lead to the early repayment of the applicable notes. The bonds guaranteed by CNH Industrial N.V. under the Euro Medium Term Note Programme (and its predecessor the Global Medium Term Note Programme), as well as the notes issued by CNH Industrial N.V., contain clauses which could lead to early repayment if there is a change of control of CNH Industrial N.V. leading to a rating downgrading of CNH Industrial N.V.

Other debt consists primarily of borrowings from banks which are at various terms and rates. Included in Other debt of Financial Services is approximately $1.2 billion and $1.1 billion at December 31, 2022 and 2021, respectively, of funding provided by the Brazilian development agency, Banco Nacional de Desenvolvimento Econômico e Social (BNDES). The program provides subsidized funding to financial institutions to be loaned to customers to support the purchase of agricultural or construction machinery or commercial equipment in accordance with the program.

A summary of the minimum annual repayments of debt as of December 31, 2022, for 2023 and thereafter is as follows:

	Industrial Activities		Financial Services		Consolidated
	(in millions)
2023	$	1,032	$	8,556	$	9,588
2024	800		3,539		4,339
2025	800		2,670		3,470
2026	533		2,133		2,666
2027	1,101		664		1,765
2028 and thereafter	643		491		1,134
Payables to Iveco Group	5		151		156
Intersegment	63		888		—
Total	$	4,977	$	19,092	$	23,118

Please refer to “Note 15: Financial Instruments” for fair value information on debt.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

CNH Industrial N.V. and its subsidiaries have substantial worldwide operations and incur tax obligations in the jurisdictions in which they operate. The Company’s provision (benefit) for income taxes as reported in its consolidated statements of operations for the year ended December 31, 2022 of $747 million consists almost entirely of income taxes related to subsidiaries of CNH Industrial N.V.

The sources of income before taxes and equity in income of unconsolidated subsidiaries and affiliates for the years ended December 31, 2022, 2021, and 2020 are as follows:

	2022		2021		2020
	(in millions)
Parent country source	$	143	$	161	$	(97)
Foreign sources	2,539		1,778		(82)
Income (loss) before taxes and equity in income of unconsolidated subsidiaries and affiliates	$	2,682	$	1,939	$	(179)

The provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following:

	2022		2021		2020
	(in millions)
Current income taxes	$	819	$	498	$	185
Deferred income taxes	(72)		(269)		(100)
Total income tax provision (benefit)	$	747	$	229	$	85

CNH Industrial N.V. is incorporated in the Netherlands but is a tax resident of the United Kingdom ("U.K."). The reconciliation of the differences between the provision for income taxes and the statutory rate is presented based on the weighted average of the U.K. statutory corporation tax rates in force over each of the Company’s calendar year reporting periods of 19% in 2022, 2021, and 2020. Reconciliations of CNH Industrial’s income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows:

	2022		2021		2020
	(in millions)
Tax provision at the parent statutory rate	$	510	$	368	$	(34)
Foreign income taxed at different rates	243		136		34
Change in valuation allowance	(70)		(207)		6
Tax contingencies	58		(18)		(8)
Tax credits and incentives	(54)		(79)		(25)
Goodwill impairment	—		—		111
Change in tax rate or law	—		(5)		—
Other	60		34		1
Total income tax provision (benefit)	$	747	$	229	$	85

The increased tax expense in 2022, as compared to 2021, was largely attributable to improved pre-tax results, increased profitability in high-tax jurisdictions, taxes associated with the disposition of Raven’s Engineered Films Division and Raven’s Aerostar Division, additional reserves for uncertain tax positions, and the addition of unrecognized deferred tax assets in jurisdictions with highly inflationary economies in 2022. Although these negative impacts in 2022 were partially offset by $55 million of benefits from the recognition of deferred tax assets in Italy, this impact was not as large as the $161 million in benefits from the recognition of deferred tax assets in Brazil in 2021. The 2021 rate was also reduced by a reduction in reserves for uncertain tax positions, and the utilization of unrecognized deferred tax assets.

The tax expense in 2021 was higher than in 2020 due to higher earnings but resulted in a lower effective tax rate in 2021 primarily due to favorable differences in earnings mix and valuation allowance in 2021, and non-recurring non-deductible goodwill charges in 2020. Improved profitability in 2021 resulted in higher use of previously unrecognized tax assets in 2021 compared to 2020.

At December 31, 2022, undistributed earnings in certain subsidiaries outside the U.K. totaled approximately $9 billion for which no deferred tax liability has been recorded because the remittance of earnings from those jurisdictions would incur no tax, or such earnings are indefinitely reinvested. The Company has determined the amount of unrecognized deferred tax liability relating to the $9 billion of undistributed earnings was approximately $109 million and was attributable to withholding taxes and incremental local country income taxes in certain jurisdictions. Further, the Company evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $13 million of deferred tax liabilities as of December 31, 2022. The repatriation of undistributed earnings from subsidiaries to the U.K. is generally exempt from U.K. income taxes and as such there is no deferred tax liability associated with undistributed earnings from non-UK jurisdictions.

Deferred Income Tax Assets and Liabilities

The components of net deferred tax assets as of December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Deferred tax assets:
Warranty and campaigns	$	86	$	84
Allowance for credit losses	108		83
Marketing and sales incentive programs	359		293
Other risk and future charges reserve	40		42
Pension, postretirement and postemployment benefits	87		146
Leasing liabilities	55		49
Research and development costs	139		27
Other reserves	251		335
Tax credits and loss carry forwards	266		388
Less: Valuation allowances	(343)		(438)
Total deferred tax assets	$	1,048	$	1,009
Deferred tax liabilities:
Property, plant and equipment	$	370	$	414
Intangibles	180		190
Inventories	70		92
Other	80		47
Total deferred tax liabilities	700		743
Net deferred tax assets	$	348	$	266

Net deferred tax assets are reflected in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 as follows:

	2022		2021
	(in millions)
Deferred tax assets	$	433	$	421
Deferred tax liabilities	(85)		(125)
Other liabilities	—		(30)
Net deferred tax assets	$	348	$	266

Valuation Allowances

As of December 31, 2022, the Company has valuation allowances of $343 million against certain deferred tax assets, including tax loss carry forwards, tax credits and other deferred tax assets. These valuation allowances are primarily attributable to certain operations in China, Germany, and the U.K.

CNH Industrial has gross tax loss carry forwards in several tax jurisdictions. These tax losses expire as follows: $40 million in 2023; $33 million in 2024; $23 million in 2025; $17 million in 2026; $296 million in 2027 and beyond. CNH Industrial also has tax loss carry forwards of approximately $628 million with indefinite lives. CNH Industrial has tax credit carry forwards of $48 million which expire in 2026 and beyond.

Uncertain Tax Positions

The Company files income tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world. The Company has open tax years from 2009 to 2022. Due to the global nature of the Company’s business, transfer pricing disputes may arise, and the Company may seek correlative relief through the competent authority processes. The Company has considered the possibility of correlative relief when booking contingencies related to transfer pricing.

A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	143	$	179
Additions based on tax positions related to the current year	16		17
Additions for tax positions of prior years	35		9
Reductions for tax positions of prior years	(16)		(24)
Reductions for tax positions as a result of lapse of statute	(2)		(1)
Settlements	(14)		(37)
Balance, end of year	$	162	$	143

As of December 31, 2022, there are $153 million of unrecognized tax benefits that if recognized would affect the effective tax rate.

The Company recognizes interest and penalties accrued related to tax contingencies as part of the income tax provision. During the years ended December 31, 2022, 2021 and 2020, the Company recognized expense of approximately $6 million, $(2) million and $4 million for income tax related interest and penalties, respectively. The Company had approximately $19 million, $13 million and $23 million of income tax related interest and penalties accrued at December 31, 2022, 2021 and 2020, respectively.

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Employee Benefit Plans and Postretirement Benefits

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plans and Postretirement Benefits

Employee Benefit Plans and Postretirement Benefits

CNH Industrial provides pension, healthcare and insurance plans and other postemployment benefits to their employees and retirees under defined contribution and defined benefit plans.

In the case of defined contribution plans, CNH Industrial makes contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been made, the Company has no further payment obligations. CNH Industrial recognizes the contribution cost when the employees have rendered their service and includes this cost by function in cost of goods sold, SG&A expense, and R&D expense. During the years ended December 31, 2022, 2021, and 2020, CNH Industrial recorded expense of $115 million, $97 million, and $88 million, respectively, for its defined contribution plans.

Defined benefit plans are classified by CNH Industrial on the basis of the type of benefit provided as follows: pension plans, healthcare plans, and other postemployment benefit plans.

Pension Plans

Pension obligations primarily comprise the obligations of the Company’s pension plans in the U.S., the U.K., and Germany.

Under these plans, contributions are made to a separate fund (trust) that independently administers the plan assets. The Company’s funding policy is to meet the minimum funding requirements pursuant to the laws of the applicable jurisdictions. The Company may also choose to make discretionary contributions.

In 2020, CNH Industrial signed group annuity contracts to transfer the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans. In connection with these transactions, $550 million of plan obligations were transferred along with $550 million of plan assets. The Company also recognized a $125 million pre-tax non-cash settlement charge, primarily related to the accelerated recognition of actuarial losses in those plans in 2020, recorded in Other, Net on the Consolidated Statement of Operations.

Healthcare Postretirement Benefit Plans

Healthcare postretirement benefit plan obligations comprise obligations for healthcare and insurance plans granted to employees working in the U.S. and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least 10 years of employment. CNH Industrial U.S. salaried and non-represented hourly employees and Canadian employees hired after January 1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH Industrial plans. These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH Industrial has reserved the right to change or terminate these benefits, subject to the provisions of any collective bargaining agreement. These plans are not required to be funded. However, beginning in 2007, the Company began making contributions on a voluntary basis to a separate and independently managed fund established to finance the North American healthcare plans.

On February 20, 2018, CNH Industrial announced that the United States Supreme Court ruled in its favor in Reese vs. CNH Industrial N.V. and CNH Industrial America LLC. The decision allowed CNH Industrial to terminate or modify various retiree healthcare

benefits previously provided to certain UAW Union represented CNH Industrial retirees. On April 16, 2018, CNH Industrial announced its determination to modify the Benefits provided to the applicable retirees (“Benefits Modification”) to make them consistent with the Benefits provided to current eligible CNH Industrial retirees who had been represented by the UAW. The Benefits Modification resulted in a reduction of the plan liability by $527 million. This amount was amortized from OCI to the income statement over approximately 4.5 years, which represents the average service period to attain eligibility conditions for active participants. For the years ended December 31, 2022, 2021 and 2020, $90 million, $119 million and $119 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

In 2021, CNH Industrial communicated plan changes for the US retiree medical plan. The plan changes resulted in a reduction of the plan liability by $100 million. This amount will be amortized from OCI to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants. For the year ended December 31, 2022 and December 31, 2021, $24 million and $6 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

Effective January 1, 2022, post-retirement medical coverage for certain US employees who retired prior to December 2004 was transitioned to an individual marketplace. In August 2022, the Company settled the benefits obligation related to RHRA benefits for this group. In connection with this transaction, $27 million of plan obligations and plan assets were transferred. The Company recognized a $3 million pre-tax non-cash settlement charge, primarily related to the accelerated recognition of actuarial losses.

Other Postemployment Benefits

Other postemployment benefits consist of obligations for Italian Employee Leaving Entitlements up to December 31, 2006, loyalty bonus in Italy and various other similar plans in France, Germany and Belgium. Until December 31, 2006, Italian companies with more than 50 employees were required to accrue for benefits paid to employees upon them leaving the Company. The scheme has since changed to a defined contribution plan. The obligation on the Company’s consolidated balance sheet represents the residual reserve for years until December 31, 2006. Loyalty bonus is accrued for employees who have reached certain service seniority and are generally settled when employees leave the Company. These plans are not required to be funded and, therefore, have no plan assets.

Obligations and Funded Status

The following summarizes data from CNH Industrial’s defined benefit pension, healthcare and other postemployment plans for the years ended December 31, 2022 and 2021:

	Pension				Healthcare (1)				Other (1)
	2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	1,843	$	1,984	$	281	$	409	$	113	$	130
Service cost	11		13		4		4		5		6
Interest cost	27		19		6		6		1		1
Plan participants’ contributions	1		1		4		6		—		—
Actuarial loss (gain)	(476)		(56)		(52)		(19)		(15)		(1)
Gross benefits paid	(77)		(75)		(28)		(36)		(7)		(9)
Plan amendments	—		—		(6)		(100)		—		—
Currency translation adjustments and other (2)	(154)		(43)		(28)		11		(8)		(14)
Ending benefit obligation	$	1,175	$	1,843	$	181	$	281	$	89	$	113
Change in the fair value of plan assets:
Beginning plan assets	1,474		1,451		130		145		—		—
Actual return on plan assets	(357)		65		(21)		9		—		—
Employer contributions	46		43		—		—		—		—
Plan participants’ contributions	1		1		—		—		—		—
Gross benefits paid	(65)		(61)		(9)		(9)		—		—
Currency translation adjustments and other (2)	(120)		(25)		(42)		(15)		—		—
Ending plan assets	979		1,474		58		130		—		—
Funded status:	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

(1)The healthcare and other postemployment plans are not required to be prefunded.

(2)Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in 2021 and 2022.

The following summarizes data from CNH Industrial’s defined benefit pension plans by significant geographical area for the years ended December 31, 2022 and 2021:

	U.S.				U.K				Germany (1)				Other Countries (1)
	2022		2021		2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	174	$	177	$	1,288	$	1,353	$	157	$	196	$	224	$	258
Service cost	3		3		—		—		—		—		8		10
Interest cost	5		4		20		14		1		—		1		1
Plan participants’ contributions	—		—		—		—		—		—		1		1
Actuarial loss (gain)	(51)		(15)		(360)		(11)		(29)		(12)		(36)		(18)
Gross benefits paid	(3)		5		(48)		(51)		(11)		(14)		(15)		(15)
Plan amendments	—		—		—		—		—		—		—		—
Currency translation adjustments and other (2)	—		—		(130)		(17)		(10)		(13)		(14)		(13)
Ending benefit obligation	$	128	$	174	$	770	$	1,288	$	108	$	157	$	169	$	224
Change in the fair value of plan assets:
Beginning plan assets	205		204		1,057		1,029		4		5		208		213
Actual return on plan assets	(43)		(4)		(292)		57		—		—		(22)		12
Employer contributions	—		—		39		35		—		—		7		8
Plan participants’ contributions	—		—		—		—		—		—		1		1
Gross benefits paid	(3)		5		(48)		(51)		—		—		(14)		(15)
Currency translation adjustments and other (2)	—		—		(106)		(13)		—		(1)		(14)		(11)
Ending plan assets	$	159	$	205	$	650	$	1,057	$	4	$	4	$	166	$	208
Funded status:	$	31	$	31	$	(120)	$	(231)	$	(104)	$	(153)	$	(3)	$	(16)

(1)    Pension benefits in Germany and some other countries are not required to be prefunded.

(2)    Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in the fourth quarter of 2021.

Net amounts recognized in the consolidated balance sheets as of December 31, 2022 and 2021 consist of:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Other assets	$	41	$	40	$	—	$	—	$	—	$	—
Pension, postretirement and other postemployment benefits	(237)		(409)		(123)		(151)		(89)		(113)
Net liability recognized at end of year	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

Pre-tax amounts recognized in accumulated other comprehensive loss as of December 31, 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Unrecognized actuarial losses (gains)	$	359	$	1	$	(11)
Unrecognized prior service credit	(2)		(86)		(7)
Accumulated other comprehensive loss	$	357	$	(85)	$	(18)

The following table summarizes the aggregate pension accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets:

	Pension
	2022		2021
	(in millions)
Accumulated benefit obligation	$	888	$	1,505
Fair value of plan assets	$	656	$	1,102

The following table summarizes CNH Industrial’s pension and other postemployment plans with projected benefit obligations in excess of plan assets:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Projected benefit obligation	$	969	$	1,607	$	181	$	281	$	89	$	113
Fair value of plan assets	$	733	$	1,198	$	58	$	130	$	—	$	—

The total accumulated benefit obligation for pension was $1,156 million and $1,826 million as of December 31, 2022 and 2021, respectively.

Net Periodic Benefit Cost

The following summarizes the components of net periodic benefit cost of CNH Industrial’s defined benefit for the years ended December 31, 2022, 2021, and 2020:

	Pension						Healthcare						Other
	2022		2021		2020		2022		2021		2020		2022		2021		2020
	(in millions)
Service cost	$	11	$	13	$	14	$	4	$	4	$	4	$	5	$	6	$	6
Interest cost	27		19		39		6		6		10		1		1		1
Expected return on assets	(47)		(53)		(69)		(5)		(7)		(7)		—		—		—
Amortization of:
Prior service cost (credit)	—		—		—		(126)		(136)		(130)		—		—		(1)
Actuarial loss (gain)	19		25		34		1		3		2		(2)		2		1
Settlement loss and other	(3)		—		125		3		—		—		1		2		2
Net periodic benefit cost (credit)	$	7	$	4	$	143	$	(117)	$	(130)	$	(121)	$	5	$	11	$	9

Net periodic benefit cost recognized in net income and other changes in plan assets and benefit obligations that are recognized in other comprehensive loss during 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Net periodic benefit cost	$	7	$	(117)	$	5
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	(19)		(1)		1
Amortization of actuarial losses	(70)		(29)		(16)
Amortization of prior service (cost) credit	—		120		—
Currency translation adjustments and other	(46)		—		1
Total recognized in other comprehensive (income) loss	(135)		90		(14)
Total recognized in comprehensive loss	$	(128)	$	(27)	$	(9)

Assumptions

The following assumptions were utilized in determining the funded status at December 31, 2022 and 2021, and the net periodic benefit cost of CNH Industrial’s defined benefit plans for the years ended December 31, 2022, 2021, and 2020:

	Pension plans			Healthcare plans			Other
(in %)	2022	2021	2020	2022	2021	2020	2022	2021	2020
Assumptions used to determine funded status at December 31
Weighted-average discount rate	4.64	1.79	1.25	5.28	2.59	2.16	4.11	1.12	0.59
Weighted-average rate of compensation increase	3.03	2.41	2.26	4.00	4.00	n/a	3.19	2.33	2.08
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	5.12	4.18	4.39	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	4.00	3.58	3.95	n/a	n/a	n/a
Assumptions used to determine expense
Weighted-average discount rates - service cost	1.32	0.94	1.39	3.15	2.57	3.27	1.36	0.77	0.92
Weighted-average discount rates - interest cost	1.59	0.98	1.81	2.87	1.55	2.62	0.99	0.47	0.61
Weighted-average rate of compensation increase	2.41	2.26	3.24	4.00	n/a	n/a	2.33	2.08	2.14
Weighted-average long-term rates of return on plan assets	3.42	3.71	4.08	4.76	4.85	5.00	n/a	n/a	n/a
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	4.18	4.39	4.68	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	3.58	3.95	4.20	n/a	n/a	n/a

(*)    CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2029 for U.S. plans. A flat trend rate assumption is utilized for the Canada plans.

Assumed discount rates are used in measurements of pension, healthcare and other postemployment benefit obligations and interest cost components of net periodic cost. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on high-quality fixed income investments at the measurement date. The assumed discount rate is used to discount future benefit obligations back to today’s dollars. The discount rates for the U.S., European, U.K. and Canadian obligations are based on a benefit cash flow-matching approach and represent the rates at which the benefit obligations could effectively be settled as of the measurement date, December 31. The benefit cash flow-matching approach involves analyzing CNH Industrial’s projected cash flows against a high quality bond yield curve, mainly calculated using a wide population of AA-grade corporate bonds subject to minimum amounts outstanding and meeting other defined selection criteria. The discount rates for the Company’s remaining obligations are based on benchmark yield data of high-quality fixed income investments for which the timing and amounts of payments approximate the timing and amounts of projected benefit payments.

The expected long-term rate of return on plan assets reflects management’s expectations on long-term average rates of return on funds invested to provide for benefits included in the projected benefit obligations. The expected return is based on the outlook for inflation, fixed income returns and equity returns while also considering asset allocation and investment strategy, premiums for active management to the extent asset classes are actively managed, and plan expenses. Return patterns and correlations, consensus return forecasts, and other relevant financial factors are analyzed to check for reasonability and appropriateness.

The assumed healthcare trend rate represents the rate at which healthcare costs are assumed to increase. Rates are determined based on company-specific experience, consultation with actuaries and outside consultants, and various trend factors including general and healthcare sector-specific inflation projections from the United States Department of Health and Human Services Healthcare Financing Administration. The initial trend is a short-term assumption based on recent experience and prevailing market conditions. The ultimate trend is a long-term assumption of healthcare cost inflation based on general inflation, incremental medical inflation, technology, new medicine, government cost-shifting, utilization changes, an aging population, and a changing mix of medical services.

CNH Industrial annually reviews the mortality assumptions and demographic characteristics of its U.S. pension plan and healthcare plan participants. In 2020, the Company adopted the no-collar variant of the Pri-2012 base table for the US pension plans subsequent to the settlement of a portion of the outstanding pension obligation through purchase of annuity contracts. Additionally, the Company adopted the updated mortality improvement scale issued by the SOA ("MP-2020"). The adoption of the new mortality assumptions resulted in a total decrease of $7.8 million to the Company’s benefit obligations at December 31, 2020, of which $8.6 million and $(0.8) million were related to pension plans and healthcare plans, respectively. In 2021, the Company adopted the updated mortality improvement scale issued by the SOA ("MP-2021"). The adoption of the new mortality assumptions resulted in a total increase of $1.3 million to the Company’s benefit obligations at December 31, 2021, of which $0.5 million and $0.8 million were related to pension plans and healthcare plans, respectively. The Company did not change its mortality assumptions in 2022 because the MP-2021 mortality improvement scale continues to be the most current.

The Company uses the spot yield curve approach to estimate the service and interest cost components of the net periodic pension and other postretirement benefit costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows.

Plan Assets

The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations. Typically, less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of inflation. More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility. Risk management practices include the use of multiple asset classes and investment managers within each asset class for diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored.

Weighted average target asset allocation for all plans for 2022 are as follows:

	All Plans
Asset category:
Equity securities	8	%
Debt securities	49	%
Cash/Other	43	%

CNH Industrial determines the fair value of plan assets using observable market data obtained from independent sources when available. CNH Industrial classifies its plan assets according to the 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.

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2022:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	7		6		1		—
U.S. corporate bonds	20		15		5		—
Non-U.S. government bonds	29		7		22		—
Non-U.S. corporate bonds	13		—		13		—
Mortgage backed securities	3		—		3		—
Other fixed income	3		—		3		—
Total Fixed income securities	75		28		47		—
Other types of investments:
Mutual funds (A)	901		—		901		—
Insurance contracts	40		—		—		40
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	941		—		901		40
Cash:	21		6		15		—
Total	$	1,037	$	34	$	963	$	40

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2022:

 

	Insurance Contracts (in millions)
Balance at December 31, 2021	$	45
Actual return on plan assets relating to assets still held at    reporting date	(1)
Purchases	4
Settlements	(7)
Transfers in and/or out of level 3	—
Currency impact	(1)
Balance at December 31, 2022	$	40

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2021:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	72		72		—		—
U.S. corporate bonds	7		—		7		—
Non-U.S. government bonds	40		9		31		—
Non-U.S. corporate bonds	18		—		18		—
Mortgage backed securities	—		—		—		—
Other fixed income	—		—		—		—
Total Fixed income securities	137		81		56		—
Other types of investments:
Mutual funds (A)	1,387		—		1,387		—
Insurance contracts	45		—		—		45
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	1,432		—		1,387		45
Cash:	35		15		20		—
Total	$	1,604	$	96	$	1,463	$	45

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2021:

	Insurance Contracts (in millions)
Balance at December 31, 2020	$	48
Actual return on plan assets relating to assets still held at    reporting date	—
Purchases	4
Settlements	(5)
Transfers in and/or out of Level 3	—
Currency impact	(2)
Balance at December 31, 2021	$	45

Contributions

CNH Industrial expects to contribute (including through direct benefit payments) approximately $48 million to its pension plans, $15 million to its healthcare plans and $7 million to its other postemployment plans in 2023.

The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected to be received are as follows:

		Pension Plans		Healthcare		Other
	(in millions)
2023		$	73	$	19	$	7
2024		70		18		8
2025		73		18		8
2026		74		17		8
2027		84		17		8
2028 - 2032		402		84		43
Total		$	776	$	173	$	82

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Other Liabilities

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Other Liabilities

Other Liabilities

A summary of “Other liabilities” as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Warranty and campaign programs	544		526
Marketing and sales incentive programs	1,556		1,325
Tax payables	506		671
Accrued expenses and deferred income	700		559
Accrued employee benefits	535		546
Lease liabilities	228		196
Legal reserves and other provisions	263		187
Contract reserve	16		12
Contract liabilities	33		20
Restructuring reserve	30		29
Other	436		692
Total	$	4,847	$	4,763

Warranty and Campaign Program

As described in “Note 2: Summary of Significant Accounting Policies,” CNH Industrial pays for basic warranty and other service action costs. A summary of recorded activity for the basic warranty and campaign program accrual for the years ended December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	526	$	507
Current year additions	475		417
Claims paid	(440)		(382)
Currency translation adjustment and other	(17)		(16)
Balance, end of year	$	544	$	526

Restructuring Provision

The Company incurred restructuring costs of $31 million, $35 million, and $22 million for the years ended December 31, 2022, 2021, and 2020, respectively. These costs were as follows:

•In 2022, Agriculture and Construction recorded $21 million and $10 million, respectively.

•In 2021, Agriculture and Construction recorded $20 million and $15 million, respectively.

•In 2020, Agriculture and Construction recorded $13 million and $9 million, respectively

The following table sets forth restructuring activity for the years ended December 31, 2022, 2021 and 2020:

	Severance and Other Employee Costs		Facility Related Costs		Other Restructuring		Total
	(in millions)
Balance at January 1, 2020	$	40	$	28	$	(7)	$	61
Restructuring charges	17		3		2		22
Reserves utilized: cash	(47)		(8)		(2)		(57)
Reserves utilized: non-cash	(3)		—		3		—
Currency translation adjustments	(2)		(5)		7		—
Balance at December 31, 2020	$	5	$	18	$	3	$	26
Restructuring charges	34		—		1		35
Reserves utilized: cash	(30)		(1)		(1)		(32)
Reserves utilized: non-cash	8		(6)		(2)		—
Currency translation adjustments	—		—		—		—
Balance at December 31, 2021	$	17	$	11	$	1	$	29
Restructuring charges	23		4		4		31
Reserves utilized: cash	(12)		(3)		(3)		(18)
Reserves utilized: non-cash	(2)		(9)		—		(11)
Currency translation adjustments	(1)		—		—		(1)
Balance at December 31, 2022	$	25	$	3	$	2	$	30

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

As a global company with a diverse business portfolio, CNH Industrial 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 the Company 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 Industrial’s financial position and results. When it is probable that such a loss has been incurred and the amount can be reasonably estimated, an accrual has been made against the Company’s earnings and included in “Other liabilities” on the consolidated balance sheets.

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

Environmental

Pursuant to the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH Industrial 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 Industrial 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 because 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 Industrial 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 Industrial 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 Industrial 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 December 31, 2022 and 2021, environmental reserves of approximately $25 million and $29 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 Investigation

Follow-up 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 & 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 Industrial 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 Industrial 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 Industrial 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 FPT Industrial S.p.A.'s 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., installed in certain Ducato (a vehicle distributed by Stellantis N.V.) and Iveco Daily vehicles. In certain instances CNH Industrial 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.

Commitments

CNH Industrial has entered operating lease contracts for the right to use industrial buildings and equipment and other assets.

Refer to Note 8 for future minimum lease payments under non-cancellable lease contracts.

At December 31, 2022, Financial Services has various agreements to extend credit for the following financing arrangements:

Facility	Total Credit Limit		Utilized		Not Utilized
	(in millions)
Wholesale and dealer financing	$	6,818	$	3,572	$	3,246
Revolving charge accounts	2,456		209		2,247

Guarantees

CNH Industrial provided guarantees on the debt or commitments of third parties and performance guarantees in the interest of non-consolidated affiliates as of December 31, 2022 and 2021 totaling $19 million and $15 million, respectively.

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Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Financial Instruments

Financial Instruments

The Company may elect to measure financial instruments and certain other items at fair value. This fair value option would be applied on an instrument-by-instrument basis with changes in fair value reported in earnings. The election can be made at the acquisition of an eligible financial asset, financial liability, or firm commitment, or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The Company did not elect 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 as Level 1. In some cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified as 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 as 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 Industrial utilizes derivative instruments to mitigate its exposure to interest rate and foreign currency exposures. Derivatives used as hedges are effective at reducing the risk associated with the exposure being hedged and are designated as a hedge at the inception of the derivative contract. CNH Industrial does not hold or enter into derivatives 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 Industrial 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 Industrial 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. The maturity of these instruments does not exceed 24 months and the after-tax gains (losses) deferred in accumulated other comprehensive income (loss) that will be recognized in net sales and cost of goods sold over the next twelve months assuming foreign exchange rates remain unchanged is approximately $(17) million. 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 Industrial 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 Industrial’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 Industrial’s foreign exchange derivatives was $5.9 billion and $8.2 billion at December 31, 2022 and 2021, respectively.

Interest Rate Derivatives

CNH Industrial 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 Industrial recognizes interest expense on the related debt. The after-tax gains (losses) deferred in accumulated other comprehensive income (loss) that will be recognized in interest expense over the next twelve months is insignificant.

Interest rate derivatives that have been designated as fair value hedge relationships have been used by CNH Industrial 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 Industrial 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 Industrial’s committed asset-backed facilities. Unrealized and realized gains and losses resulting from fair value changes in these instruments are recognized directly in income. These facilities require CNH Industrial to enter into interest rate derivatives. To ensure that these transactions do not result in the Company being exposed to this risk, CNH Industrial enters into a compensating position. Net gains and losses on these instruments were insignificant for the years ending December 31, 2022, 2021, and 2020.

All of CNH Industrial’s interest rate derivatives outstanding as of December 31, 2022 and 2021 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 Industrial’s interest rate derivatives was approximately $6.4 billion and $6.4 billion at December 31, 2022 and 2021, respectively.

As a result of the reform and replacement of specific benchmark interest rates, uncertainty remains regarding the timing and exact nature of those changes. At December 31, 2022, the notional amount of hedging instruments that could be affected by the reform of benchmark interest rates is $1.2 billion.

Financial Statement Impact of CNH Industrial Derivatives

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on accumulated other comprehensive income (loss) and net income during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 (in millions):

			Recognized in Net Income
For the Year Ended December 31,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2022
Foreign exchange contracts	$	(191)	Net sales	$	(1)
			Cost of goods sold	(219)
			Other, net	3
			Interest expense, net	30
Interest rate contracts	59
Total	$	(132)		$	(187)
2021
Foreign exchange contracts	$	(57)	Net sales	$	2
			Cost of goods sold	(11)
			Other, net	(4)
			Interest expense, net	3
Interest rate contracts	49
Total	$	(8)		$	(10)
2020
Foreign exchange contracts	$	96	Net sales	$	(7)
			Cost of goods sold	31
			Other, net	6
			Interest expense, net	(5)
Interest rate contracts	(14)
Total	$	82		$	25

The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the years ended December 31, 2022, December 31, 2021, and December 31, 2020:

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)
Impact of demerger	19		—		19
Net changes in fair value of derivatives	(132)		4		(128)
Net losses reclassified from accumulated other comprehensive income into income	187		(17)		170
Accumulated derivative net losses as of December 31, 2022	$	71	$	(27)	$	44

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)
Net changes in fair value of derivatives	(8)		(12)		(20)
Net losses reclassified from accumulated other comprehensive income into income	10		(1)		9
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2019	$	(62)	$	8	$	(54)
Net changes in fair value of derivatives	82		(8)		74
Net losses reclassified from accumulated other comprehensive income into income	(25)		(1)		(26)
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)

The following tables summarize the impact of the changes in the fair value of fair value hedges and derivatives not designated as hedging instruments had on earnings for the year ended December 31, 2022, December 31, 2021, and December 31, 2020:

		For the Year Ended December 31,
(in millions)	Classification of Gain	2022		2021		2020
Fair Value Hedges
Interest rate derivatives	Interest expense	$	(104)	$	(47)	$	31
Not Designated as Hedges
Foreign exchange contracts	Other, Net	$	(16)	$	(11)	$	86

The fair values of CNH Industrial’s derivatives as of December 31, 2022 and December 31, 2021 in the consolidated balance sheets are recorded as follows:

	December 31, 2022		December 31, 2021
(in millions of dollars)	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	77	Derivative assets	65
Foreign currency contracts	Derivative assets	70	Derivative assets	77
Total derivative assets designated as hedging instruments		147		142
Interest rate contracts	Derivative liabilities	106	Derivative liabilities	28
Foreign currency contracts	Derivative liabilities	56	Derivative liabilities	101
Total derivative liabilities designated as hedging instruments		162		129
Derivatives not designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	28	Derivative assets	11
Foreign currency contracts	Derivative assets	14	Derivative assets	29
Total derivative assets not designated as hedging instruments		42		40
Interest rate contracts	Derivative liabilities	28	Derivative liabilities	12
Foreign currency contracts	Derivative liabilities	14	Derivative liabilities	40
Total derivative liabilities not designated as hedging instruments		42		52

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 December 31, 2022 and December 31, 2021:

	Level 1				Level 2				Total
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
	(in millions)
Assets
Foreign exchange derivatives	$	—	$	—	$	84	$	106	$	84	$	106
Interest rate derivatives	—		—		105		76		105		76
Total Assets	$	—	$	—	$	189	$	182	$	189	$	182
Liabilities
Foreign exchange derivatives	$	—	$	—	$	70	$	141	$	70	$	141
Interest rate derivatives	—		—		134		40		134		40
Total Liabilities	$	—	$	—	$	204	$	181	$	204	$	181

Items Measured at Fair Value on a Non-Recurring Basis

The Company recorded fixed asset write-downs of $17 million related to the suspension of operations in Russia during 2022.

The following tables present the fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2022 and 2021:

	Fair Value				Losses
	2022		2021		2022		2021
	(in millions)
Property, plant and equipment	$	7	$	—	$	17	$	—

The following is a description of the valuation methodologies the Company uses to non-monetary assets at fair value:

Property, plant, and equipment, net: The impairments are measured at the lower of the carrying amount, or fair value. The valuations were based on a cost approach. The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence.

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 December 31, 2022 and 2021 are as follows:

	December 31, 2022		December 31, 2021
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(in millions)
Financing receivables	$19,260	$18,827	$15,376	$15,605
Debt	$22,962	$22,651	$20,897	$21,091

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.

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Shareholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The Articles of Association of CNH Industrial N.V. provide for authorized share capital of €40 million, divided into 2 billion common shares and 2 billion special voting shares to be held with associated common shares, each with a per share par value of €0.01. As of December 31, 2022, the Company’s share capital was €18 million (equivalent to $25 million), fully paid-in, and consisted of 1,364,400,196 common shares (1,344,240,971 common shares outstanding and 20,159,225 common shares held in treasury by the Company as described in the following section) and 396,474,276 special voting shares (371,072,953 special voting shares outstanding, net of 25,401,323 special voting shares held in treasury by the Company as described in the section below).

Changes in the composition of the share capital of CNH Industrial during 2022, 2021, and 2020 are as follows:

(number of shares)	CNH Industrial N.V. Common Shares	CNH Industrial N.V. Loyalty Program Special Voting Shares	Total CNH Industrial N.V. Shares
Total CNH Industrial N.V. shares at December 31, 2019	1,350,132,117	387,951,166	1,738,083,283
Capital increase	3,778,354	—	3,778,354
Common Stock Repurchase	—	—	—
Retirement of special voting shares	—	(16,623,012)	(16,623,012)
Total CNH Industrial N.V. shares at December 31, 2020	1,353,910,471	371,328,154	1,725,238,625
Capital increase	2,166,529	—	2,166,529
Common stock repurchases	—	—	—
Retirement of special voting shares	—	(109,904)	(109,904)
Total CNH Industrial N.V. shares at December 31, 2021	1,356,077,000	371,218,250	1,727,295,250
Capital increase	554,023	—	554,023
Common stock repurchases	(12,390,052)	—	(12,390,052)
Retirement of special voting shares	—	(145,297)	(145,297)
Total CNH Industrial N.V. shares at December 31, 2022	1,344,240,971	371,072,953	1,715,313,924

During the year ended December 31, 2022 and 2021, 0.1 million and 0.1 million special voting shares, respectively, were acquired for no consideration by the Company following the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, net of transfer and allocation of special voting shares in accordance with the Special Voting Shares – Terms and Conditions.

Furthermore, during the years ended December 31, 2022 and 2021, the Company delivered 0.6 million and 2.2 million common shares, respectively, under the Company’s stock compensation plan, primarily due to the vesting or exercise of share-based awards. See “Note 17: Share-Based Compensation” for further discussion.

Loyalty Voting Program

In order to reward long-term ownership of the Company’s common shares and promote stability of its shareholder base, the Articles of Association of CNH Industrial N.V. provide for a loyalty voting program that grants eligible long-term shareholders the equivalent of two votes for each CNH Industrial N.V. common share that they hold. This has been accomplished through the issuance of special voting shares.

A shareholder may at any time elect to participate in the loyalty voting program by requesting the registration of all or some of the common shares held by such shareholder in a separate register (the “Loyalty Register”) of the Company. If such common shares have been registered in the Loyalty Register for an uninterrupted period of three years in the name of the same shareholder, such shares will become “Qualifying Common Shares” and the relevant shareholder will be entitled to receive one special voting share for each such Qualifying Common Share which can be retained only for so long as the shareholder retains the associated common share and registers it in the Loyalty Register.

Shareholders are not required to pay any amount to the Company in connection with the allocation of the special voting shares.

The common shares are freely transferable, while, special voting shares are transferable exclusively in limited circumstances and they are not listed on the NYSE or the Euronext Milan. In particular, at any time, a holder of common shares that are Qualifying Common Shares who wants to transfer such common shares other than in limited specified circumstances (e.g., transfers to affiliates or relatives through succession, donation or other transfers) must request a de-registration of such Qualifying Common Shares from the Loyalty Register. After de-registration from the Loyalty Register, such common shares no longer qualify as Qualifying Common Shares and, as a result, the holder of such common shares is required to transfer the special voting shares associated with the transferred common shares to the Company for no consideration.

The special voting shares have minimal economic entitlements as the purpose of the special voting shares is to grant long-term shareholders with an extra voting right by means of granting an additional special voting share, without granting such shareholders with any additional economic rights. However, as a matter of Dutch law, such special voting shares cannot be fully excluded from economic entitlements. Therefore, the Articles of Association provide that only a minimal dividend accrues to the special voting shares, which is not distributed, but allocated to a separate special dividend reserve. The impact of this special dividend reserve on the earnings per share of the common shares is not material.

Treasury Shares

In order to maintain the necessary operating flexibility over an adequate time period, including the implementation of the program in place, on April 13, 2022, the Annual General Meeting ("AGM") granted to the Board of Directors the authority to acquire common shares in the capital of the Company through stock exchange trading on the Euronext Milan and the NYSE or otherwise for a period of 18 months (i.e., up to and including October 12, 2023). Under such authorization the Board's authority is limited to a maximum of up to 10% of the issued common shares as of the date of the AGM and, in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Euronext Milan or NYSE (as the case may be) plus 10% (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the Euronext Milan or NYSE (as the case may be) minus 10% (minimum price).

Neither the renewal of the authorization, nor the launch of any program obliges the Company to buy-back any common shares. The launch of any new program will be subject to a further resolution of the Board of Director. In any event, such programs may be suspended, discontinued or modified at any time for any reason and without previous notice, in accordance with applicable laws and regulations.

During the year ended December 31, 2022, the Company repurchased 12.4 million shares of its common stock on the Euronext Milan and on multilateral trading facilities ("MTFs") under the buy-back program. As of December 31, 2022, the Company held 20.2 million common shares in treasury, net of transfers of common shares to fulfill its obligations under its stock compensation plans, at an aggregate cost of $227 million. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice.

During the year ended December 31, 2022, the Company acquired, for no consideration, approximately 0.1 million special voting shares following the de-registration of qualifying common shares from the Loyalty Register, net of the transfer and allocation of special voting shares to those shareholders whose qualifying common shares became eligible to receive special voting shares after the uninterrupted three-year registration period in the Loyalty Register. As of December 31, 2022, the Company held 25.4 million special voting shares in treasury.

Dividend

On February 2, 2023, CNH Industrial announced that its Board of Directors intends to recommend and propose to the Company’s shareholders a dividend of €0.36 per common share, totaling approximately €483 million (equivalent to approximately $511 million) subject to the approval of the Company's shareholders.

On March 3, 2022 the Board of Directors of CNH Industrial N.V. recommended and proposed to the Company’s shareholders that the

Company declare a dividend of €0.28 per common share, totaling approximately €380 million (equivalent to approximately $412 million, translated at the exchange rate reported by the European Central Bank on April 20, 2022). The proposal was approved by the Company’s shareholders at the AGM that was held on April 13, 2022.

The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance with provision of law. No distribution of profits may be made to the Company itself for shares that the Company holds in its own share capital.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based Compensation

For the years ended December 31, 2022, 2021, and 2020 CNH Industrial recognized total share-based compensation expense of $87 million, $78 million, and $30 million respectively. For the years ended December 31, 2022, 2021 and 2020, CNH Industrial recognized a total tax benefit relating to share-based compensation expense of $11 million, $6 million and $3 million, respectively. As of December 31, 2022, CNH Industrial had unrecognized share-based compensation expense related to non-vested awards of approximately $142 million based on current assumptions related to achievement of specified performance objectives and period of service, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period of 1.6 years.

CNH Industrial’s equity awards are governed by the CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”) and CNH Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”).

At the AGM held on April 16, 2014, the Company’s shareholders approved the adoption of the CNH Industrial EIP, an umbrella program defining the terms and conditions for any subsequent long-term incentive program. The EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer, employee of, or service provider to, CNH Industrial: stock options, stock appreciation rights, restricted share units, restricted stock, performance shares or performance share units and other stock-based awards that are payable in cash, common shares or any combination thereof subject to the terms and conditions established by the Compensation Committee.

In February 2020, the Board of Directors approved the issuance of up to 50 million common shares under the EIP. At the AGM on April 16, 2020, the Company's shareholders approved the issuance of up to 7 million common shares to executive directors under the 2021-2023 Long-Term Incentive Plan (described below) in accordance with and under the EIP.

As part of the Demerger, any awards outstanding under the CNH Industrial EIP, and held by directors, officers and other employees vesting in 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH Industrial in CNH Industrial stock. As a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post spin. As such, for Iveco Group employees, the underlying stock awards under the CNH Industrial EIP vesting in 2023 and 2024 were converted at the effective date of the Demerger, subject to its terms, to Common Shares of Iveco Group N.V. The conversion of the CNH Industrial EIP includes appropriate adjustment mechanisms to ensure that the value of the unvested awards granted to all the beneficiaries under such plan remain unchanged pre and post demerger for employees in both the Iveco Group N.V. and CNH Industrial N.V.

Performance Share Units

2021-2023 Long-Term Incentive Plan

In February 2020, the Board of Directors approved the 2021-2023 Long-Term Incentive Plan under the EIP. In December 2020, CNH Industrial issued a new grant of PSUs to its key executive officers and select employees with the financial performance goals covering a three-year period culminating with a cliff vest date of February 28, 2024. Two internal financial metrics, Industrial ROIC (the ratio of Adjusted EBIT (after-tax) over Average Industrial Invested Capital) and Adjusted EPS (the net income (loss) excluding any nonrecurring items (after-tax), divided by the weighted average outstanding number of common shares on a fully diluted basis), weighted 50% each, and a multiplier-based on CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total PSUs earned. The internal financial metrics have a payout factor of up to 200% and the market based TSR determinant has a payout factor of 125%. These metrics are considered performance vesting conditions. As such, compensation cost will be accrued based on whether it is considered probable that the performance conditions will be satisfied. The fair value of the PSU awards issued under this plan will be calculated by using the CNH Industrial N.V. stock price on the grant date adjusted for the present value of future dividends that would not be received during the vesting period.

As of December 31, 2020, CNH Industrial issued 5 million PSUs. The total number of shares that will eventually vest may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2020 was $10.83 per share. The 2020 PSU awards distributed under this plan were issued on December 4, 2020 to key executive officers and select employees and on December 14, 2020 to the Chair of CNH Industrial. During 2021, CNH Industrial issued an additional 3 million PSUs to the CEO, key executive officers and select employees. The weighted average fair value of the awards that were issued in 2021 was $13.13 per share.

Effective January 1, 2022, the Iveco Group Business was separated from CNH Industrial N.V. by way of a legal statutory demerger to Iveco Group N.V. (the Demerger) and Iveco Group became a public listed company independent from CNH Industrial. As part of the Demerger, any awards outstanding under the CNH Industrial Equity Incentive Plan (or “CNH Industrial EIP”), and held by directors, officers and other employees vesting in April 2022 were accelerated in December 2021 and the related equity incentives were issued by CNH Industrial in CNH Industrial stock. Further, as a result of the Demerger, remaining outstanding awards vesting in 2023 and 2024 were converted to the entity the participant is employed with post Demerger. The conversion of the CNH Industrial EIP includes appropriate adjustment mechanisms to ensure that the value of the unvested awards granted to all the beneficiaries under such plan remain unchanged pre and post demerger for employees in both the Iveco Group N.V. and CNH Industrial N.V.

2022-2024 Long-Term Incentive Plan

In 2022, the Board of Directors approved the 2022-2024 Long-Term Incentive Plan under the EIP. Just as the previous 2021-2023 EIP, the 2022-2024 EIP features financial performance goals covering a three year vesting period. Similar to the 2021-2023 EIP, two internal financial metrics, Industrial ROIC (the ratio of Adjusted EBIT (after-tax) over Average Industrial Invested Capital) and Adjusted EPS (the net income (loss) excluding any nonrecurring items (after-tax), divided by the weighted average outstanding number of common shares on a fully diluted basis), weighted 50% each, and a multiplier-based on CNH Industrial’s percentile ranking of Total Shareholder Return among a comparator group, will determine the total PSUs earned. However the difference between the two EIPs is that the 2022-2024 EIP has a higher performance achievement threshold for both ROIC and EPS but a smaller list of comparator group for its TSR percentile ranking.

In 2022 CNH Industrial issued 2.5 million PSUs. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2022 was $14.04 per share.

The following table reflects the activity of PSUs under the 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Performance Shares	Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2021	9,421,225	$	11.55
Less: Awards transferred to Iveco Group	(1,950,170)	10.87
Plus: Adjustment to awards for continuing employees	1,093,025	N/A
Nonvested as of January 5, 2022	8,564,080	7.31
Granted	2,456,659	14.04
Forfeited/Cancelled	(173,331)	8.89
Vested	—	—
Nonvested at end of year	10,847,408	$	8.81

Restricted Share Units

In 2020, 2021, and 2022, CNH Industrial issued approximately 5 million, 1 million, and 2 million Restricted Share Units (“RSUs”) to key executive officers and select employees with a weighted average fair value of $10.87, $14.39, and $13.90 per share, respectively. The fair value of the award is measured using the CNH Industrial N.V. stock price on the grant date adjusted for the present value of future dividends that employees will not receive during the vesting period. The RSUs vest upon a time-based service requirement.

2021-2023 Long-Term Incentive Plan

On December 4, 2020, CNH Industrial issued two separate RSU grants to key executive officers and select employees. Under the first RSU grant, 1.1 million RSUs were awarded to select employees with a weighted average fair value of $11.43. These awards vested on December 31, 2020. Under the second RSU grant, 3.3 million RSUs were awarded to select employees and are set to vest in three equal installments over a three year period. The first tranche, which consisted of 1.1 million RSUs, was set to vest on April 30, 2022. The second and third tranches are set to vest on April 30, 2023 and April 30, 2024, respectively. The weighted average fair value for the December 2020 three tranche award group are $11.23, $11.02, and $10.82, respectively.

On December 14, 2020, CNH Industrial issued 120 thousand RSUs to the Chair of CNH Industrial, of which 17 thousand vested on December 31, 2020. The weighted average fair value for these awards is $10.96. The remaining 103 thousand RSUs vest in three equal installments on April 30, 2022, 2023, and 2024 respectively. The fair value for these awards are $10.76, $10.55 and $10.35, respectively.

During 2021, CNH Industrial issued an additional 1.5 million RSUs to the CEO, key executive officers and select employees. Of the awards that were issued, 1.2 million are set to vest in three equal installments over a three year period. The first tranche, which consists of 0.4 million RSUs, was set to vest on April 31, 2022. The second and third tranches are set to vest on April 31, 2023 and April 31, 2024, respectively. The weighted average fair value of these awards are $14.04 per share for the first tranche, $13.84 per share for the second tranche, and $13.66 per share for the third tranche. The remaining awards issued in 2021 had a cumulative weighted average fair value of $16.73. In 2021, CNH Industrial, in anticipation of the Demerger, accelerated the vesting of awards with a vest date of April 31, 2022 to December 1, 2021, excluding shares awarded to the CEO and Chairperson. As a result, CNH Industrial recorded $5 million of expense due to the acceleration of these awards. The weighted average fair value of the shares vested during 2021 was $11.75 per share.

2022-2024 Long-Term Incentive Plan

In 2022 CNH Industrial issued 2.3 million RSUs. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The weighted average fair value of the awards that were issued in 2022 was $13.90 per share.

The following table reflects the activity of RSUs under the 2017-2019 Long-Term Incentive Plan and 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Restricted Shares	Weighted Average Grant-Date Fair Value
Nonvested at beginning of year	4,370,079	$	11.72
Less: Awards transferred to Iveco Group	(1,039,271)	10.98
Plus: Adjustment to awards for continuing employees	485,692	N/A
Nonvested as of January 5, 2022	3,816,500	6.76
Granted	2,275,329	13.90
Forfeited	(143,410)	10.96
Vested	(524,524)	6.62
Nonvested at end of year	5,423,895	$	9.66

Additional Share-Based Compensation Information

The table below provides additional share-based compensation information for the years ended December 31, 2022, 2021, and 2020:

	2022		2021		2020
	(in millions)
Total intrinsic value of options exercised and shares vested	$	22	$	35	$	41
Fair value of shares vested	$	3	$	25	$	42

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Earnings per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

The Company’s basic earnings per share (“EPS”) is computed by dividing net income available to common shareholders 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. The effect of dilutive securities is calculated using the treasury stock method.

The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2022, 2021 and 2020.

	2022		2021		2020
	(in millions, except per share data)
Basic:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Basic earnings (loss) per share attributable to common shareholders:
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Continuing operations	$	1.50	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Basic earnings (loss) per share	$	1.50	$	1.27	$	(0.36)
Diluted:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Effect of dilutive securities (when dilutive):
Stock compensation plans	11		7		—
Weighted average common shares outstanding—diluted (A)	1,362		1,361		1,351
Continuing operations	$	1.49	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Diluted earnings (loss) per share	$	1.49	$	1.27	$	(0.36)

(A)    For the twelve months ended December 31, 2022, and 2021 0.50 million and 0.06 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

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Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The Company’s share of 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 translation gains and losses, changes in the fair value of available-for-sale securities, the Company’s share of other comprehensive income of entities accounted for using the equity method, and reclassifications for amounts included in net income less net income and other comprehensive income attributable to the noncontrolling interest. For more information on the Company’s derivative instruments, see “Note 15: Financial Instruments”. For more information on the Company’s pensions and retirement benefit obligations, see “Note 12: 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) consisted of the following:

	Year Ended December 31, 2022
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	56	$	(12)	$	44
Changes in retirement plans’ funded status	29		12		41
Foreign currency translation	158		—		158
Share of other comprehensive loss of entities using the equity method	(25)		—		(25)
Other comprehensive loss	$	218	$	—	$	218

	Year Ended December 31, 2021
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	2	$	(13)	$	(11)
Changes in retirement plans’ funded status	109		(15)		94
Foreign currency translation	247		—		247
Share of other comprehensive loss of entities using the equity method	(93)		—		(93)
Other comprehensive loss	$	265	$	(28)	$	237

	Year Ended December 31, 2020
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	57	$	(9)	$	48
Changes in retirement plans’ funded status	(10)		7		(3)
Foreign currency translation	(735)		—		(735)
Share of other comprehensive loss of entities using the equity method	20		—		20
Other comprehensive income	$	(668)	$	(2)	$	(670)

The changes, net of tax, in each component of accumulated other comprehensive income (loss) consisted of the following:

(in millions)	Unrealized Gain (Loss) on Cash Flow Hedges		Change in Retirement Plans’ Funded  Status		Foreign  Currency Translation		Share of Other Comprehensive Income of Entities Using the Equity Method		Total
Balance, December 31, 2019	$	(54)	$	(650)	$	(1,145)	$	(153)	$	(2,002)
Other comprehensive income (loss), before reclassifications	74		143		(739)		20		(502)
Amounts reclassified from other comprehensive income	(26)		(146)		—		—		(172)
Other comprehensive income (loss)1	48		(3)		(739)		20		(674)
Reclassification of certain tax effects	—		—		—		—		—
Balance, December 31, 2020	$	(6)	$	(653)	$	(1884)	$	(133)	$	(2,676)
Other comprehensive income (loss), before reclassifications	(20)		202		241		(93)		330
Amounts reclassified from other comprehensive income	9		(108)		—		—		(99)
Other comprehensive income (loss)1	(11)		94		241		(93)		231
Balance, December 31, 2021	$	(17)	$	(559)	$	(1,643)	$	(226)	$	(2,445)
Demerger of Iveco Group	19		233		(316)		12		(52)
Balance, January 1, 2022	2		(326)		(1,959)		-214		(2,497)
Other comprehensive income (loss), before reclassifications	(126)		102		159		(25)		110
Amounts reclassified from other comprehensive income	170		(61)		—		—		109
Other comprehensive income (loss)1	44		41		159		(25)		219
Balance, December 31, 2022	$	46	$	(285)	$	(1,800)	$	(239)	$	(2,278)

(1)    Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $(1) million, $6 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in December 31, 2022 and 2021 consisted of the following:

	Amount Reclassified from Other Comprehensive Income (Loss)				Consolidated Statement of Operations line
	2022		2021
	(in millions)
Cash flow hedges	$	1	$	(2)	Net sales
	219		11		Cost of goods sold
	(3)		4		Other, net
	(30)		(3)		Interest expense
	(17)		(1)		Income taxes
	$	170	$	9
Change in retirement plans’ funded status:
Amortization of actuarial losses	$	18	$	30	*
Amortization of prior service cost	(126)		(136)		*
	47		(14)		Income taxes
	$	(61)	$	(120)
Total reclassifications, net of tax	$	109	$	(111)

(*)    These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 12: Employee Benefit Plans and Postretirement Benefits” for additional information.

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Segment Reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

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 Industrial has three operating segments (in continuing operations):

Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands. Regionally focused brands include: STEYR, for agricultural tractors; Flexi-Coil specializing in tillage and seeding systems; Miller manufacturing application equipment; Kongskilde providing tillage, seeding and hay & forage implements. Further, starting in December 2021, Raven was included in the Agriculture segment bringing a leader in digital agriculture, precision technology and the development of autonomous systems to CNH Industrial.

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. Construction equipment is sold under the CASE Construction Equipment, New Holland Construction and Eurocomach brands.

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

The activities carried out by the two industrial segments Agriculture, and Construction, as well as corporate functions, are collectively referred to as “Industrial Activities”.

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 Industrial Activities' segments, the CODM assesses segment performance and makes decisions about resource allocation based upon Adjusted EBIT. The Company believes Adjusted EBIT more fully reflects Industrial Activities segments' profitability. 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. 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 on-going 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 to net income, the most comparable U.S. GAAP financial measure, for the years ended December 31, 2022, 2021, and 2020.

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	2,456	$	1,810	$	880
Construction	124		90		(184)
Unallocated items, eliminations, and other	(147)		(137)		(113)
Total Adjusted EBIT of Industrial Activities	2,433		1,763		583
Financial Services Net Income	338		349		243
Financial Services Income Taxes	125		107		85
Interest expense of Industrial Activities, net of interest income and eliminations	(119)		(118)		(140)
Foreign exchange (gains) losses, net of Industrial Activities	(59)		(1)		(12)
Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities(1)	124		143		(9)
Restructuring expenses of Industrial Activities	(31)		(35)		(22)
Goodwill impairment charge	—		—		(585)
Other discrete items of Industrial Activities(2)	(25)		(178)		(256)
Income (loss) before taxes	2,786		2,030		(113)
Income tax benefit (expense)	(747)		(229)		(85)
Net (loss) from discontinued operations	$	—	$	(41)	$	(240)
Net Income (loss)	$	2,039	$	1,760	$	(438)

(1) In the years ended December 31, 2022, 2021 and 2020 this item includes the pre-tax gain of $90 million, $119 million and $119 million as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S. In the year ended December 31, 2022 and December 31, 2021, this item also includes a pre-tax gain of $24 million and $5 million as a result of the amortization over 4 years of the $101 million positive impact from 2021 modifications of a healthcare plan in the U.S. which occurred in the fourth quarter of 2021. In the year ended December 31, 2020, this item also included a pre-tax non-cash settlement charge of $124 million, respectively, resulting from the purchase of annuity contracts to settle a portion of the outstanding U.S. pension obligations.

(2) In the year ended December 31, 2022, this item included $43 million of asset write-downs, $25 million of separation costs incurred in connection with spin-off of the Iveco Group Business and $22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $65 million gain on the sale of our Canada parts depot. In the year ended December 31, 2021, this item included $133 million separation costs in connection with the spin-off of the Iveco Group business and a charge of $57 million for transaction costs related to the acquisition of Raven Industries, Inc., partially offset by a gain of $12 million for a fair value adjustment of Monarch Tractor investments. In the year ended December 31, 2020, this item mainly includes impairment of intangible and other long-lived assets.

The following table provides key segment information for the Financial Services segment:

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Financial Services Net Income (from continuing operations)	$	338	$	349	$	243
Financial Services Interest Revenue (1)	$	1,149	$	918	$	964
Financial Services Interest Expense	$	601	$	409	$	485

(1) This amount excludes interest included in operating leases rentals.

There are no segment assets reported to the CODM for assessing performance and allocating resources. However, the CODM reviews expenditures for long-lived assets by operating segment, therefore, this information is presented below as well.

A summary of additional operating segment information as of and for the years ended December 31, 2022, 2021, and 2020 is as follows:

 

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Revenues:
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		$	3,081	$	2,170
Eliminations and other	—		$	—	$	(10)
Net sales of Industrial Activities	21,541		$	17,802	$	13,083
Financial Services	1,996		$	1,672	$	1,660
Eliminations and other	14		$	22	$	36
Total Revenues	$	23,551	$	19,496	$	14,779
Depreciation and Amortization (*):
Agriculture	$	287	$	254	$	248
Construction	38		$	38	$	46
Other activities and adjustments	—		$	1	$	2
Depreciation and amortization of Industrial Activities	325		$	293	$	296
Financial Services	2		$	2	$	2
Depreciation and amortization	$	327	$	295	$	298
Expenditures for long-lived assets (**):
Agriculture	$	393	$	307	$	185
Construction	63		$	53	$	42
Other activities	—		$	—	$	2
Expenditures for long-lived assets of Industrial Activities	456		$	360	$	229
Financial Services	5		$	5	$	3
Expenditures for long-lived assets	$	461	$	365	$	232

(*) Excluding equipment on operating leases

(**) Excluding equipment on operating leases and right of use assets

Geographic Information

CNH Industrial has its principal office in London, England, U.K. Revenues earned in the U.K. from external customers were $557 million, $548 million, and $428 million for the years ended December 31, 2022, 2021, and 2020, respectively. Revenues earned in the rest of the world from external customers were $22,994 million, $18,948 million, and $14,351 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following highlights revenues earned from external customers in the rest of the world by destination:

 

	2022		2021		2020
	(in millions)
United States	$	8,189	$	6,387	$	5,054
Italy	592		556		427
France	1,123		1,084		972
Brazil	3,904		2,414		1,553
Germany	674		564		479
Canada	1,530		1,341		918
Australia	982		857		644
Spain	263		283		231
Argentina	565		418		346
Poland	449		425		267
Other	4,723		4,619		3,460
Total Revenues from external customers in the rest of world	$	22,994	$	18,948	$	14,351

Total long-lived tangible and intangible assets located in the U.K. were $128 million and $132 million at December 31, 2022 and 2021, respectively, and the total of such assets located in the rest of the world totaled $7,357 million and $7,498 million at December 31, 2022 and 2021, respectively. The following highlights long-lived tangible and intangible assets by geography in the rest of the world:

	At December 31,
	2022		2021
	(in millions)
United States	$	5,669	$	5,801
Italy	437		424
France	48		48
Germany	17		19
Spain	1		1
Canada	548		568
Brazil	162		127
China	55		61
Other	420		449
Total Long-lived assets in the rest of the world	$	7,357	$	7,498

In 2022, 2021, and 2020, no single external customer of CNH Industrial accounted for 10 percent or more of consolidated revenues.

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Related Party Information

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

Related Party Information

Related Party Information

As of December 31, 2022 and 2021 CNH Industrial’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. (formerly Fiat Chrysler Automobiles N.V. which, effective January 16, 2021, merged with Peugeot S.A. by means of a cross-border legal merger) and its subsidiaries and affiliates ("Stellantis") and Iveco Group N.V. which effective January 1, 2022 separated from CNH Industrial N.V. by way of a demerger under Dutch law and became a public listed company independent from CNH Industrial. .

As of December 31, 2022, EXOR N.V. held 42.8% of CNH Industrial’s voting power and had the ability to significantly influence the decisions submitted to a vote of CNH Industrial’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 Industrial as of December 31, 2022. In addition, CNH Industrial engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH Industrial has a significant influence or jointly controls.

The Company’s Audit Committee reviews and evaluates all significant related party transactions.

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

EXOR N.V. is an investment holding company in Europe. CNH Industrial did not enter into any significant transactions with EXOR N.V. during the years ended December 31, 2022 and 2021.

In connection with the establishment of Fiat Industrial (now CNH Industrial) through the demerger from Fiat (which was subsequently merged into Fiat Chrysler Automobiles N.V. which is now Stellantis), the two companies entered into a Master Services Agreement (“MSA”) which sets forth the primary terms and conditions pursuant to which the service provider subsidiaries of CNH Industrial and Stellantis provide services to the service receiving subsidiaries. As structured, the applicable service provider and service receiver subsidiaries become parties to the MSA through the execution of an Opt-in letter that may contain additional terms and conditions. Pursuant to the MSA, service receivers are required to pay to service providers the actual cost of the services plus a negotiated margin. During 2022 and 2021, Stellantis subsidiaries provided CNH Industrial with administrative services such as accounting, cash management, maintenance of plant and equipment, security, information systems and training under the terms and conditions of the MSA and the applicable Opt-in letters.

Furthermore, CNH Industrial and Stellantis might engage in other minor transactions in the ordinary course of business.

These transactions with Stellantis are reflected in the Company’s consolidated financial statements as follows:

	2022		2021		2020
	(in millions)
Net sales	$	—	$	—	$	—
Cost of goods sold	$	17	$	31	$	17
Selling, general and administrative expenses	$	48	$	59	$	55

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	14	$	20

Transactions with Iveco Group post-Demerger

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

Master Service Agreements: CNH Industrial and Iveco Group entered into a two-year Master Services Agreement (“MSA”) 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 Industrial post-Demerger, Iveco Group and CNH Industrial entered into a ten-year Engine Supply Agreement (“ESA”) whereby Iveco Group will sell to CNH Industrial 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 Industrial to Iveco Group post-Demerger or vice versa, in connection with the execution of the Demerger Deed, CNH Industrial and Iveco Group entered into a three-year Master Services Agreement (“FS MSA”), 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:

	2022		2021		2020
	(in millions)
Net sales	$	48	$	21	$	28
Cost of goods sold	$	930	$	948	$	601
Selling, general and administrative expenses	$	—	$	—	$	—

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	21	$	87
Receivables from Iveco Group N.V.	$	298	$	—
Trade payables	$	184	$	181
Payables to Iveco Group N.V.	$	156	$	502

Transactions with Unconsolidated Subsidiaries and Affiliates

CNH Industrial 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 Industrial also purchases equipment from unconsolidated subsidiaries and affiliates, such as Turk Traktor ve Ziraat Makineleri A.S. These transactions primarily affected revenues, finance, interest and other income, cost of goods sold, trade receivables and payables and are presented as follows:

 

	2022		2021		2020
	(in millions)
Net sales	$	400	$	402	$	211
Cost of goods sold	$	554	$	496	$	399

 

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	100	$	101

At December 31, 2022 and 2021, CNH Industrial had pledged guarantees and commitments of its associated company for an amount of $19 million and $15 million, respectively, related to CNH Industrial Capital Europe S.a.S.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

CNH Industrial has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include CNH Industrial N.V. and its consolidated subsidiaries. The consolidated financial statements are expressed in U.S. dollars and, unless otherwise indicated, all financial data set forth in these consolidated financial statements are expressed in U.S. dollars. The consolidated financial statements include the accounts of CNH Industrial’s subsidiaries in which CNH Industrial has a controlling financial interest, and reflect the noncontrolling interests of the minority owners of the subsidiaries that are not fully owned for the periods presented, as applicable. A controlling financial interest may exist based on ownership of a majority of the voting interest of an entity or based on CNH Industrial’s determination that it is the primary beneficiary of a variable interest entity (“VIE”). The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity. The Company assesses

whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs. The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments. Investments in unconsolidated subsidiaries and affiliates are accounted for using the equity method when CNH Industrial does not have a controlling interest, but exercises significant influence. Under this method, the investment is initially recorded at cost and is increased or decreased by CNH Industrial’s proportionate share of the entity’s respective net income or loss. Dividends received from these entities reduce the carrying value of the investments.

Business Combinations

Business Combinations Business combinations are accounted for by applying the acquisition method. Under this method, the consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred and liabilities assumed by the Company and the equity interests issued in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

Use of Estimates in the Preparation of Financial Statements

Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses. Significant estimates in these consolidated financial statements include the realizable value of property, plant and equipment, goodwill and other intangibles; residual values of equipment on operating leases; allowance for credit losses; tax contingencies and valuation allowances; liabilities for warranties; sales allowances; and assets and obligations related to employee benefits. Actual results could differ from these estimates.

Revenue Recognition and Sales Allowances

Revenue Recognition

Revenue is recognized when control of the equipment, services or parts has been transferred and the Company’s performance obligations to the customers have been satisfied. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.

The timing of when the Company transfers the goods or services to the customer may differ from the timing of the customer’s payment.

Revenues are stated net of discounts, allowances, settlement discounts and rebates, as well as costs for sales incentive programs, which are determined on the basis of historical costs, country by country, and charged against profit for the period in which the corresponding sales are recognized.

The Company also enters into contracts with multiple performance obligations. For these contracts, the Company allocates revenue from the transaction price to the distinct goods and services in the contract on a relative standalone selling price basis. To the extent the Company sells the goods or services separately in the same market, the standalone selling price is the observable price at which the Company sells the goods or services separately. For all other goods or services, the Company estimates the standalone selling price considering all information reasonably available (including market conditions, entity-specific factors and information about the customer or class of customer).

Sales of goods

The Company has determined that the customers from the sale of equipment and parts are generally dealers, distributors, public entities and retail customers.

The Company recognizes revenue at a point in time when control has transferred to the customer at a sales price that the Company expects to receive. Transfer of control occurs when title and risk of ownership have transferred to the customer, which occurs based upon the terms specified in the contract. In most of the jurisdictions where the Company operates, and subject to specific exceptions, transfer of control occurs upon shipment.

For all sales, no significant uncertainty exists surrounding the purchaser’s obligation to pay for equipment and parts. The Company records appropriate allowance for credit losses and anticipated returns as required. Fixed payment schedules exist for all sales, but payment terms vary by geographic market and product line.

The cost of incentives, if any, are estimated at the inception of a contract at the amount that is expected to be paid and is recognized as a reduction to revenue at the time of the sale. If an equipment contract transaction has multiple performance obligations, the cost of incentives is allocated entirely to the equipment as the intent of the incentives is to encourage sales of equipment. If the estimate of the incentive changes following the sale to the customer, the change in estimate is recognized as an adjustment to revenue in the period of the change. CNH Industrial grants certain sales incentives to support sales of its products to retail customers. At the later of the time of sale or the time an incentive is announced to dealers, CNH Industrial records the estimated impact of sales allowances in the form of dealer and customer incentives as a reduction of revenue. Subsequent adjustments to sales incentive programs related to products previously sold are recognized as an adjustment to revenues in the period the adjustment is determinable. The determination of sales allowances requires management to make estimates based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

With reference to the sales to dealers accompanied by “floor plan” agreements under which the Company offers wholesale financing including “interest-free” financing for specified period of time (which also vary by geographic market and product line), two separate performance obligations exist. The first performance obligation consists of the sale of the equipment from Industrial Activities to the dealer. Concurrent with the sale of the equipment, Industrial Activities offers to the dealer wholesale financing through loans extended by Financial Services. Industrial Activities compensates Financial Services for the cost of the interest-free period. This cost has been determined to represent a cash sale incentive on the initial sale of the good, and therefore it should be recognized upfront as a reduction of net sales of Industrial Activities. The second performance obligation consists of a credit facility extended by Financial Services to the dealer. The remuneration for this performance obligation is represented by the compensation received from Industrial Activities for the period of the interest-free financing and by the interest charged to dealer for the remaining period. This remuneration is recognized by Financial Services over the period of the outstanding exposure.

For parts sales, when the Company provides its customers with a right to return a transferred product, revenue and corresponding cost of sales are recognized for parts that are not expected to be returned. The expected returns are estimated based on an analysis of historical experience. The portion of revenue (and corresponding cost of sales) related to the parts that are expected to be returned is recognized at the end of the return period. The amount received or receivable that is expected to be returned is recognized as a refund liability, representing the obligation to return the customer’s consideration.

Furthermore, at the time of the initial sale, CNH Industrial recognizes a return asset for the right to recover the goods returned by the customer. This asset is initially measured at the former carrying amount of the inventory. At each reporting date, both the refund

liability and the return asset are remeasured to record for any revisions to the expected level of returns, as well as any decreases in the value of the returned products.

Rendering of services

Revenues from services provided are primarily comprised of extended warranties and maintenance and repair services and are recognized over the contract period when the costs are incurred, that is when the claims are charged by the dealer. Amounts invoiced to customers for which CNH Industrial receives consideration before the performance is satisfied are recognized as contract liability. These services are either separately-priced or included in the selling price of the equipment. In the second case, revenue for the services is allocated based on the estimated stand-alone selling price. In the event that the costs expected to be incurred to satisfy the remaining performance obligations exceed the transaction price, an estimated contract loss is recognized.

Shipping and other transportation activities performed as an agent are recognized on a net basis, which is netting the related freight cost against the freight revenue.

Finance and interest income

Finance and interest income on receivables is recorded using the effective yield method. Deferred costs on the origination of financing receivables are recognized as a reduction in finance revenue over the expected lives of the receivables using the effective yield method. Recognition of income on loans is suspended when management determines that collection of future income is not probable or when an account becomes 90 days delinquent, whichever occurs earlier. Interest accrual is resumed when and if the receivable becomes contractually current and collection becomes probable. Previously suspended income is recognized at that time. The Company applies cash received on nonaccrual financing receivables to first reduce any unrecognized interest and then the recorded investment and any other fees.

Rents and other income on operating leases

Income from operating leases is recognized over the term of the lease on a straight-line basis.

Sales Allowances

CNH Industrial grants certain sales incentives to support sales of its products to retail customers. The expense for such incentive programs is recorded as a deduction in arriving at the net sales amount at the time of the sale of the product to the dealer. The expense for new programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated based upon historical data, estimated future market demand for products, field inventory levels, announced incentive programs, competitive pricing and interest rates, among other things.

Warranty Costs

Warranty Costs At the time a sale of equipment or parts to a dealer is recognized, CNH Industrial records the estimated future base warranty costs for the product. CNH Industrial determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to the park of equipment that has been sold and is still under warranty. Campaigns are formal post-production modification programs approved by management. The liabilities for such programs are recognized when approved, based on an estimate of the total cost of the program.

Advertising

Advertising CNH Industrial expenses advertising costs as incurred.

Research and Development

Research and Development Research and development costs are expensed as incurred.

Borrowing Costs

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to which they refer.

All other borrowing costs are expensed when incurred.

Government Grants

Government Grants

Government grants are recognized in the financial statements when there is reasonable assurance that the company concerned will comply with the conditions for receiving such grants and that the grants themselves will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to offset.

The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan (fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the policies already used for the recognition of government grants.

Foreign Currency

Foreign Currency

Certain of CNH Industrial’s non-U.S. subsidiaries and affiliates maintain their books and accounting records using local currency as the functional currency. Assets and liabilities of these non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates, and net exchange gains or losses resulting from such translation are included in “Accumulated other comprehensive income (loss)” in the accompanying consolidated balance sheets. Income and expense accounts of these non-U.S. subsidiaries are translated at the average exchange rates for the period. Gains and losses from foreign currency transactions are included in net income in the period during which they arise. Net foreign currency transaction gains and losses are reflected in “Other, net” in the accompanying consolidated statement of operations and also include the cost of hedging instruments. For the years ended December 31, 2022 and 2021 the Company recorded net losses of $185 million and $135 million, respectively. For the year ended December 31, 2020 the Company recorded a net gain of $28 million. Included in the net losses in 2022, 2021 and 2020 were charges of $— million, $47 million and $56 million (inclusive of impact of discontinued operations) due to the devaluation of net monetary assets of Argentinian subsidiaries in 2022, 2021, and 2020, respectively. There was no impact in 2022 as the functional currency of the Argentinian subsidiary was changed to the US Dollar. As described in Note 15: Financial Instruments, the Company uses hedging instruments to mitigate foreign currency risk. Net of gains realized on foreign currency hedging instruments, the Company recorded a losses of $80 million, $6 million and $17 million for the three years ended December 31, 2022, 2021 and 2020, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. The carrying value of cash equivalents approximates fair value because of the short maturity of these investments.

Restricted Cash

Restricted Cash Restricted cash includes principal and interest payments from retail notes and wholesale receivables owned by the consolidated VIEs that are payable to the VIEs’ investors, and cash pledged as a credit enhancement to the same investors. These amounts are held by depository banks in order to comply with contractual agreements.

Cash Flow Information

Cash Flow Information

All cash flows from the changes in trade accounts and notes receivable are classified as operating activities in the consolidated statements of cash flows as these receivables arise from sales to CNH Industrial’s customers. Cash flows from financing receivables that are related to sales to CNH Industrial’s dealers are also included in operating activities. CNH Industrial’s financing of receivables related to equipment sold by dealers is included in investing activities.

CNH Industrial paid interest of $718 million, $539 million, and $625 million for the years ended December 31, 2022, 2021, and 2020, respectively. For 2022, 2021, and 2020, the amount includes a charge of $— million, $8 million, and $— million, respectively, in connection with the Company’s accelerated debt redemption strategy.

CNH Industrial paid taxes of $717 million, $348 million, and $80 million in 2022, 2021, and 2020, respectively.

In 2022, Other non-cash items of $196 million primarily included share-base payments of $87 million and writedowns of financial assets of $77 million.

In 2021, Other non-cash items of $126 million primarily included share-based payments of $90 million and writedowns of financial assets of $34 million.

In 2022, Investing Activities - Other primarily consisted of change in intersegment receivable/payable (including with Iveco Group) less proceeds from the sale of the Raven EFD and Aerostar divisions and sale of certain real estate. In 2021, Investing Activities - Other included cash paid for the acquisition of Raven Industries Inc of $2.1 billion.

Receivables

Receivables

Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs.

Periodically, the Company sells or transfers retail notes and wholesale receivables to funding facilities or in securitization transactions. In accordance with the accounting guidance regarding transfers of financial assets and the consolidation of VIEs, the majority of the retail notes and wholesale receivables sold in securitizations do not qualify as sales and are recorded as secured borrowings with no gains or losses recognized at the time of securitization. Receivables associated with these securitization transactions and receivables that the Company has the ability and intent to hold for the foreseeable future are classified as held for investment. The substantial majority of the Company’s receivables, which include unrestricted receivables and restricted receivables for securitization investors, are classified as held for investment.

Allowance for Credit Losses

Allowance for Credit Losses

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

Retail customer receivables that share the same risk characteristics such as, collateralization levels, geography, product type and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward looking macroeconomic factors, such as GDP and Net Farm Income. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

Trade and wholesale receivables that share the same risk characteristics such as, collateralization levels, term, geography and other relevant factors are reviewed on a collective basis using measurement models and management judgment. The allowance for trade and wholesale credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value, portfolio balance and delinquency. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward-looking macroeconomic factors, such as industry sales volumes. The forward-looking macroeconomic factors are updated quarterly. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

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

Charge-offs of principal amounts of receivables outstanding are deducted from the allowance at the point when it is determined to be probable that all amounts due will not be collected. Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

Inventories

Inventories Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. The cost of finished goods and work-in-progress includes the cost of raw materials, other direct costs and production overheads.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred.

Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments. The corresponding liability to the lessor is included in the financial statements as debt.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:

Category	Lives
Buildings and improvements	10 — 40 years
Plant, machinery and equipment	5 — 25 years
Other equipment	3 — 10 years

The following paragraph presents the Company’s policy for leases for which it is a lessee.

Lease policy

A lease is a contract that conveys the right to control the use of an identified asset (the leased asset) for a period of time in exchange for consideration. The lease term determined by the Company comprises the non-cancellable period of lease contract together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. For real estate leases, this assessment is based on an analysis by management of all relevant facts and circumstances including the leased asset’s purpose, the economic and practical potential for replacing and any plans that the Company has in place for the future use of the asset. For lease agreements, we combine lease and non-lease components.

For leases with terms not exceeding twelve months (short-term leases), the Company recognizes the lease payments associated with those leases on a straight-line basis over the lease term as operating expense in the income statement.

For all other leases, the right-of-use asset includes the amount of lease liability recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Correspondingly, the Company recognizes a lease liability, measured at the present value of lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The incremental borrowing rate is determined considering macro-economic factors such as the specific interest rate curve based on the relevant currency and term, as well as specific factors contributing to CNH Industrial’s credit spread. The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

For finance leases, the right-of-use asset is classified within Property, plant and equipment, net and the lease liability, within Debt. Assets held under finance leases, which the Company assumes substantially all the risks and rewards of ownership, are recognized as assets of the Company at the lower of fair value or present value of the minimum lease payments.

In case of operating leases, the right-of-use asset is classified within Other assets and the lease liability, within Other liabilities. After the commencement date, the Company recognizes in profit or loss a single lease cost, calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. In particular, after lease commencement, the lease liability is measured at the present value of any remaining lease payments, discounted by using the rate determined at lease commencement, consistently with the model used to calculate the liability related to the finance lease. Correspondingly, the right-of-use asset is measured as the lease liability adjusted by accrued or prepaid rents (i.e., the aggregate difference between the cash payment and straight-line lease cost), remaining unamortized initial direct costs and lease incentives, and any impairments of the right-of-use asset.

Equipment on Operating Leases

Equipment on Operating Leases

Financial Services purchases leases and equipment from CNH Industrial dealers and other independent third parties that have leased equipment to retail customers under operating leases. Financial Services’ investment in operating leases is based on the purchase price paid for the equipment. Income from these operating leases is recognized over the term of the lease. The equipment is depreciated on a straight-line basis over the term of the lease to the estimated residual value at lease termination. Residual values are estimated at the inception of the lease and are reviewed quarterly. Realization of the residual values is dependent on Financial Services’ future ability to re-market the equipment under then prevailing market conditions. Equipment model changes and updates, as well as market strength and product acceptance, are monitored and adjustments are made to residual values in accordance with the significance of any such changes. Management believes that the estimated residual values are realizable. Expenditures for maintenance and repairs of the applicable equipment are the responsibility of the lessee.

Financial Services evaluates the carrying amount of equipment on operating leases for potential impairment when it determines a triggering event has occurred. When a triggering event occurs, a test for recoverability is performed comparing projected undiscounted future cash flows to the carrying amount of the asset. If the test for recoverability identifies a possible impairment, the asset’s fair value is measured in accordance with the fair value measurement framework. An impairment charge would be recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value.

Equipment returned to the Company upon termination of leases and held for subsequent sale or lease is recorded in inventory at the lower of net book value or estimated fair value of the equipment, less cost to sell, and is not depreciated.

Goodwill and Other Intangibles

Goodwill and Other Intangibles

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired. Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually. At December 31, 2021 and 2022, the Company performed its annual impairment review and concluded there was no impairment to goodwill for the other reporting units.

Other intangibles consist primarily of acquired dealer networks, trademarks, product drawings, patents, and software. Other intangibles with indefinite lives principally consist of acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life. Intangible assets with an indefinite useful life are not amortized. Other intangible assets with definite lives are being amortized on a straight-line basis over 5 to 25 years.

Reference is made to “Note 9: Goodwill and Other Intangibles” for further information regarding goodwill and other intangible assets.

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets

CNH Industrial evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If circumstances require a long-lived asset to be tested for possible impairment, CNH Industrial compares the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Income Taxes

Income Taxes The provision for income taxes is determined using the asset and liability method. CNH Industrial recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and tax contingencies estimated to be settled with taxing authorities within one year. A deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and tax attributes. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized based on available evidence.

Retirement and Postemployment Benefits

Retirement and Post-employment Benefits CNH Industrial sponsors numerous defined benefit and defined contribution pension plans, the assets of which are held in separate trustee-administered funds. The pension plans are funded by payments from CNH Industrial. The cost of providing defined benefit pension and other postretirement benefits is calculated based upon actuarial valuations. The liability for termination indemnities is accrued in accordance with labor legislation in each country where such benefits are required. CNH Industrial contributions to defined contribution plans are charged to the income statement during the period of the employee’s service.

Derivatives

Derivatives

CNH Industrial’s policy is to enter into derivative transactions to manage exposures that arise in the normal course of business and not for trading or speculative purposes. CNH Industrial records derivative financial instruments in the consolidated balance sheets as either an asset or a liability measured at fair value. The fair value of CNH Industrial’s foreign exchange derivatives is based on quoted market exchange rates, adjusted for the respective interest rate differentials (premiums or discounts). The fair value of CNH Industrial’s interest rate derivatives is based on discounting expected cash flows, using market interest rates, over the remaining term of the instrument. Changes in the fair value of derivative financial instruments are recognized in current income unless specific hedge accounting criteria are met. For derivative financial instruments designated to hedge exposure to changes in the fair value of a recognized asset or liability, the gain or loss is recognized in income in the period of change together with the offsetting loss or gain on the related hedged item. For derivative financial instruments designated to hedge exposure to variable cash flows of a forecasted transaction, the derivative financial instrument’s gain or loss is initially reported in other comprehensive income (loss) and is subsequently reclassified into income when the forecasted transaction affects income. For derivative financial instruments that are not designated as hedges but held as economic hedges, the gain or loss is recognized immediately in income.

For derivative financial instruments designated as hedges, CNH Industrial formally documents the hedging relationship to the hedged item and its risk management strategy for all derivatives designated as hedges. This includes linking all derivatives that are designated as fair value hedges to specific assets and liabilities contained in the consolidated balance sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. CNH Industrial assesses the effectiveness of its hedging instruments both at inception and on an ongoing basis. If a derivative is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, the hedge accounting described above is discontinued and the derivative is marked to fair value and recorded in income through the remainder of its term.

Reference is made to “Note 15: Financial Instruments,” for further information regarding CNH Industrial’s use of derivative financial instruments.

Share-Based Compensation Plans

Share-Based Compensation Plans CNH Industrial recognizes all share-based compensation as an expense based on the fair value of each award on the grant date. CNH Industrial recognizes share-based compensation costs on a straight-line basis over the requisite service period for each separately vesting portion of an award.

Earnings per Share

Earnings per Share Basic earnings per share is based on the weighted average number of shares outstanding during each period. Diluted earnings per share is based on the weighted average number of shares and dilutive share equivalents outstanding during each period. Unvested performance-based awards are considered outstanding and included in the computation of diluted earnings per share based on the number of shares that would vest if the end of the reporting period were the end of the contingency period.

New Accounting Pronouncements

New Accounting Pronouncements

Adopted in 2022

None

Not Yet Adopted

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides temporary optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedging relationships, and other transactions affected by Reference Rate Reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06"). ASU 2022-06 extended the sunset date of ASC Topic 848 from December 31, 2022 to December 31, 2024. The Company has not adopted ASU 2020-04 as of December 31, 2022. ASU 2020-04 is not expected to have a significant impact on the Company's consolidated financial statements.

Revenue Contract Assets and Liabilities Acquired in a Business Combination

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) as applied by the acquiree to determine what to record for the acquired revenue contract assets and liabilities instead of at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company will apply the guidance within ASU 2021-08 on business combinations beginning January 1, 2023.

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on vintage disclosures to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Entities can elect to adopt the guidance on TDRs using either a prospective or modified retrospective transition. The amendments related to disclosures should be adopted prospectively. The Company will apply the disclosures prospectively starting January 1, 2023.

Supplier Finance Programs Disclosures

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such

amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact, if any, of adoption to our consolidated financial statements.

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Presentation (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of discontinued financial information

The following table presents the assets and liabilities of the Iveco Group Business classified as Assets Held for Distribution and Liabilities Held for Distribution as of December 31, 2021.

	December 31, 2021
	(in millions)
ASSETS HELD FOR DISTRIBUTION
Cash and cash equivalents	$	961
Restricted cash	55
Trade receivables, net	165
Financing receivables, net	3,284
Inventories, net	3,005
Property, plant and equipment, net	3,221
Investments in unconsolidated subsidiaries and affiliates	613
Equipment under operating leases	66
Goodwill, net	80
Other intangible assets, net	141
Deferred tax assets	1,059
Other assets	896
Total Assets Held for Distribution	$	13,546
LIABILITIES HELD FOR DISTRIBUTION
Debt	2,343
Trade payables	3,366
Deferred tax liabilities	14
Pension, postretirement and other postemployment benefits	560
Other liabilities	5,609
Total Liabilities Held for Distribution	$	11,892

Details of Statement of Operations line items included in Discontinued Operations, after the eliminations, for the years ended

December 31, 2021, and 2020 are as follows:

	2021		2020
	(in millions)
Revenues
Net sales	$	14,743	$	11,772
Finance, interest and other income	194		140
Total Revenues	$	14,937	$	11,912
Costs and Expenses
Cost of goods sold	12,765		10,745
Selling, general and administrative expenses	989		859
Research and development expenses	594		439
Restructuring expenses	39		27
Interest expense	129		107
Other, net	380		61
Total Costs and Expenses	$	14,896	$	12,238
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	41		(326)
Income tax (expense) benefit	(113)		135
Equity in income of unconsolidated subsidiaries and affiliates	31		(49)
Net Income (loss) from discontinued operations	$	(41)	$	(240)

Cash flows from Discontinued Operations from the years ended December 31, 2021 and 2020 are as follows:

		2021		2020
	(in millions)
Operating activities:
Net income (loss) of discontinued operations		$	(41)	$	(240)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense, net of depreciation and amortization of assets under operating leases and assets sold under buy-back commitments		316		332
Depreciation and amortization expense of assets under operating leases and assets sold under buy-back commitments		296		302
(Gain) Loss on disposal of assets		(44)		1
Undistributed income of unconsolidated subsidiaries		(13)		51
Other non-cash items		197		72
Changes in operating assets and liabilities:
Provisions		87		90
Deferred income taxes		36		(192)
Trade and financing receivables related to sales, net		54		118
Inventories, net		(216)		678
Trade payables		25		87
Other assets and liabilities		187		42
Cash flow from operating activities of discontinued operation		$	884	$	1,341
Investing activities:
Additions to retail receivables		(42)		(12)
Collections of retail receivables		50		31
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments		—		3
Expenditures for property, plant and equipment and intangible assets, net of assets under operating leases and assets sold under buy-back commitments		(348)		(252)
Expenditures for assets under operating leases and assets sold under buy-back commitments		(763)		(752)
Other		672		187
Cash flow provided by (used in) investing activities of discontinued operation		$	(431)	$	(795)
Financing activities:
Proceeds from long-term debt		3,459		3,119
Payments of long-term debt		(3,602)		(3,285)
Net increase (decrease) in other financial liabilities		97		(241)
Dividends paid		—		—
Cash flow from financing activities of discontinued operation		$	(46)	$	(407)

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed

The asset and liability fair values of the remaining Raven business, Applied Technology Division, at the acquisition date are as follows:

		November 30, 2021
	(in millions)
Intangible Assets
Customer Relationship		$	145
In-Process R&D		165
Developed Technology		50
Trade Names		74
Goodwill		1,404
Deferred Tax Liability and Other		(137)

Schedule of depreciation recorded over the estimated useful lives

Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:

Category	Lives
Buildings and improvements	10 — 40 years
Plant, machinery and equipment	5 — 25 years
Other equipment	3 — 10 years

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Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of net revenue

The following tables summarize previously reported revenues for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		3,081		2,170
Eliminations and Other	—		—		(10)
Total Industrial Activities	21,541		17,802		13,083
Financial Services	1,996		1,672		1,660
Eliminations and Other	14		22		36
Total Revenues	$	23,551	$	19,496	$	14,779

The following highlights revenues earned from external customers in the rest of the world by destination:  

	2022		2021		2020
	(in millions)
United States	$	8,189	$	6,387	$	5,054
Italy	592		556		427
France	1,123		1,084		972
Brazil	3,904		2,414		1,553
Germany	674		564		479
Canada	1,530		1,341		918
Australia	982		857		644
Spain	263		283		231
Argentina	565		418		346
Poland	449		425		267
Other	4,723		4,619		3,460
Total Revenues from external customers in the rest of world	$	22,994	$	18,948	$	14,351

Summary of disaggregation of revenue

The following table disaggregates previously reported revenues by major source for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Revenues from:
Sales of goods	$	21,506	$	17,783	$	13,067
Rendering of services and other revenues	35		19		16
Revenues from sales of goods and services	$	21,541	$	17,802	$	13,083
Finance and interest income	1,169		912		966
Rents and other income on operating lease	841		782		730
Finance, interest and other income	$	2,010	$	1,694	$	1,696
Total Revenues	$	23,551	$	19,496	$	14,779

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Receivables (Tables)

12 Months Ended

Dec. 31, 2022

Receivables [Abstract]

Schedule of financing receivables

A summary of financing receivables included in the consolidated balance sheets as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Retail	$	11,446	$	9,955
Wholesale	7,785		5,373
Other	29		48
Total	$	19,260	$	15,376

Schedule of maturities of financing receivables

Maturities of financing receivables as of December 31, 2022 are as follows:

	Amount
	(in millions)
2023	$	11,133
2024	2,874
2025	2,243
2026	1,609
2027	940
2028 and thereafter	461
Total	$	19,260

Schedule of carrying amount of restricted assets

At December 31, 2022 and 2021, the carrying amount of such restricted receivables included in financing receivables are the following (in millions):

	2022		2021
Retail	$	6,766	$	6,878
Wholesale	4,582		3,443
Total	$	11,348	$	10,321

Schedule of allowance for credit loss

Allowance for credit losses activity for the year ended December 31, 2022 is as follows (in millions):

	December 31, 2022
	Retail		Wholesale
Opening balance	$	220	$	65
Provision	59		7
Charge-offs, net of recoveries	(17)		(7)
Foreign currency translation and other	8		(1)
Ending balance	$	270	$	64

Allowance for credit losses activity for the year ended December 31, 2021 is as follows (in millions):

	December 31, 2021
	Retail		Wholesale
Opening Balance	$	231	$	62
Provision	22		6
Charge-offs, net of recoveries	(22)		1
Foreign currency translation and other	(11)		(4)
Ending balance	$	220	$	65

Allowance for credit losses activity for the year ended December 31, 2020 is as follows (in millions):

 

	December 31, 2020
	Retail		Wholesale
Opening balance, as previously reported	$	147	$	71
Adoption of ASC 326	34		(4)
Opening balance, as recast	$	181	$	67
Provision	93		4
Charge-offs, net of recoveries	(31)		(5)
Foreign currency translation and other	(12)		(4)
Ending balance	$	231	$	62

Schedule of aging of receivables

The aging of financing receivables as of December 31, 2022 is as follows (in millions):

	2022
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2022									$	3,558	$	—	$	3,558
2021									2,035		1		2,036
2020									994		—		994
2019									472		—		472
2018									225		—		225
Prior to 2018									65		—		65
Total	$	42	$	16	$	58	$	7,291	$	7,349	$	1	$	7,350
South America
2022									$	1,179	$	2	$	1,181
2021									725		3		728
2020									408		2		410
2019									207		1		208
2018									116		—		116
Prior to 2018									95		—		95
Total	$	12	$	—	$	12	$	2,718	$	2,730	$	8	$	2,738
Asia Pacific
2022									$	601	$	—	$	601
2021									400		1		401
2020									220		1		221
2019									84		—		84
2018									35		—		35
Prior to 2018									3		—		3
Total	$	8	$	8	$	16	$	1,327	$	1,343	$	2	$	1,345
Europe, Middle East, Africa	$	—	$	—	$	—	$	2	$	2	$	11	$	13
Total Retail	$	62	$	24	$	86	$	11,338	$	11,424	$	22	$	11,446
Wholesale
North America	$	—	$	—	$	—	$	3,378	$	3,378	$	—	$	3,378
South America	—		—		—		1,416		1,416		—		1,416
Asia Pacific	—		—		—		494		494		—		494
Europe, Middle East, Africa	7		2		9		2,488		2,497		—		2,497
Total Wholesale	$	7	$	2	$	9	$	7,776	$	7,785	$	—	$	7,785

The aging of financing receivables as of December 31, 2021 is as follows (in millions):

	2021
	31-60 Days Past Due		61-90 Days Past Due		Total Past Due		Current		Total Performing		Non- Performing		Total
Retail
North America
2021									$	3,159	$	—	$	3,159
2020									1,688		1		1,689
2019									901		1		902
2018									531		—		531
2017									229		—		229
Prior to 2017									73		—		73
Total	$	13	$	—	$	13	$	6,568	$	6,581	$	2	$	6,583
South America
2021									$	881	$	—	$	881
2020									524		—		524
2019									295		—		295
2018									190		—		190
2017									105		—		105
Prior to 2017									72		—		72
Total	$	1	$	—	$	1	$	2,066	$	2,067	$	—	$	2,067
Asia Pacific
2021									$	579	$	—	$	579
2020									357		4		361
2019									167		1		168
2018									99		1		100
2017									45		—		45
Prior to 2017									5		—		5
Total	$	10	$	8	$	18	$	1,234	$	1,252	$	6	$	1,258
Europe, Middle East, Africa	$	4	$	—	$	4	$	43	$	47	$	—	$	47
Total Retail	$	28	$	8	$	36	$	9,911	$	9,947	$	8	$	9,955
Wholesale
North America	$	—	$	—	$	—	$	2,339	$	2,339	$	—	$	2,339
South America	—		—		—		633		633		22		655
Asia Pacific	2		1		3		446		449		—		449
Europe, Middle East, Africa	5		1		6		1,924		1,930		—		1,930
Total Wholesale	$	7	$	2	$	9	$	5,342	$	5,351	$	22	$	5,373

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Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories (stated at the lower of cost or market, cost being determined on a FIFO basis) as of December 31, 2022 and 2021 consist of the following:

	2022		2021
	(in millions)
Raw materials	$	1,955	$	1,517
Work-in-process	471		570
Finished goods	2,385		2,129
Total Inventories	$	4,811	$	4,216

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property, plant, and equipment

A summary of property, plant and equipment as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Land and industrial buildings	$	1,807	$	1,848
Plant, machinery and equipment	3,293		3,222
Construction in progress	194		130
Other	364		354
Gross property, plant and equipment	5,658		5,554
Accumulated depreciation	(4,126)		(4,079)
Net property, plant and equipment	$	1,532	$	1,475

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Investments in Unconsolidated Subsidiaries and Affiliates (Tables)

12 Months Ended

Dec. 31, 2022

Equity Method Investments and Joint Ventures [Abstract]

Schedule of investments in unconsolidated subsidiaries and affiliates

A summary of investments in unconsolidated subsidiaries and affiliates as of December 31, 2022 and 2021 is as follows:

 

	2022		2021
	(in millions)
Equity method	$	331	$	286
Cost method	54		47
Total	$	385	$	333

Schedule of results of operations and financial position

A summary of the combined results of operations and financial position as reported by the investees that CNH Industrial accounts for using the equity method is as follows (unaudited):

	For The Years Ended December 31,
	2022		2021		2020
	(in millions)
Net revenue	$	2,096	$	1,996	$	1,462
Income before taxes	$	348	$	332	$	225
Net income	$	280	$	247	$	175

	As of December 31,
	2022		2021
	(in millions)
Total Assets	$	7,290	$	6,789
Total Liabilities	$	6,376	$	5,983
Total Equity	$	914	$	806

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Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of future minimum lease payments under operating leases

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows:

	Amount
Operating Leases	(in millions)
2023	$	63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	$	259
Less: Interest	31
Total	$	228

Schedule of equipment on operating leases

A summary of equipment on operating leases as of December 31, 2022, and 2021 is as follows:

	2022		2021
	(in millions)
Equipment on operating leases	$	1,894	$	2,167
Accumulated depreciation	(392)		(429)
Net equipment on operating leases	$	1,502	$	1,738

Schedule of undiscounted lease payments to be received under operating leases

The following table sets out a maturity analysis of operating lease payments, showing the undiscounted lease payments to be received after the reporting date:

	Amount
	(in millions)
2023	$	197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	—
Total undiscounted lease payments	$	438

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Goodwill and Other Intangibles (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying amount of goodwill

Changes in the carrying amount of goodwill, for the years ended December 31, 2022 and 2021 are as follows:

	Agriculture		Construction		Financial Services		Total
	(in millions)
Balance at January 1, 2021	$	1,695	$	0	$	143	$	1,838
Foreign currency translation and other	(1)		(2)		(2)		(5)
Acquisitions	1,326		51		—		1,377
Balance at December 31, 2021	$	3,020	$	49	$	141	$	3,210
Foreign currency translation and other	68		(3)		(1)		64
Acquisitions	48		—		—		48
Balance at December 31, 2022	$	3,136	$	46	$	140	$	3,322

Schedule of other intangible assets and related accumulated amortization

As of December 31, 2022, and December 31, 2021, the Company’s other intangible assets and related accumulated amortization consisted of the following:

		2022						2021
	Weighted Avg. Life	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
		(in millions)
Other intangible assets subject to amortization:
Dealer networks	15	$	291	$	242	$	49	$	290	$	231	$	59
Patents, concessions, licenses and other	5-25	1,796		1,153		643		1,851		1,097		754
		2,087		1,395		692		2,141		1,328		813
Other intangible assets not subject to amortization:
In-process research and development		165		—		165		122		—		122
Trademarks		272		—		272		272		—		272
Total Other intangible assets		$	2,524	$	1,395	$	1,129	$	2,535	$	1,328	$	1,207

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Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of issued bond outstanding

A summary of issued bonds outstanding as of December 31, 2022, is as follows:

	Currency	Face value of outstanding bonds (in millions)	Coupon		Maturity	Outstanding amount (in millions)
Industrial Activities
Euro Medium Term Notes:
CNH Industrial Finance Europe S.A. (1)	EUR	369	2.875	%	May 17, 2023	393
CNH Industrial Finance Europe S.A. (1)	EUR	750	0.000	%	April 1, 2024	800
CNH Industrial Finance Europe S.A. (1)	EUR	650	1.750	%	September 12, 2025	694
CNH Industrial Finance Europe S.A. (1)	EUR	100	3.500	%	November 12, 2025	107
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.875	%	January 19, 2026	533
CNH Industrial Finance Europe S.A. (1)	EUR	600	1.750	%	March 25, 2027	640
CNH Industrial Finance Europe S.A. (1)	EUR	50	3.875	%	April 21, 2028	53
CNH Industrial Finance Europe S.A. (1)	EUR	500	1.625	%	July 3, 2029	533
CNH Industrial Finance Europe S.A. (1)	EUR	50	2.200	%	July 15, 2039	53
Other Bonds:
CNH Industrial N.V. (2)	USD	600	4.500	%	August 15, 2023	600
CNH Industrial N.V. (2)	USD	500	3.850	%	November 15, 2027	500
Hedging effects, bond premium/discount, and unamortized issuance costs						(70)
Total Industrial Activities						4,836
Financial Services
CNH Industrial Capital LLC	USD	600	1.950	%	July 2, 2023	600
CNH Industrial Capital LLC	USD	500	4.200	%	January 15, 2024	500
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 Canada Ltd.	CAD	300	1.500	%	October 1, 2024	222
CNH Industrial Capital Australia Pty Limited	AUD	250	1.750	%	July 8, 2024	170
CNH Industrial Capital Argentina S.A.	USD	31	0.000	%	2023/2025	31
Banco CNH Industrial Capital S.A.	BRL	3,077	8.120% 15.350%		2023/2028	589
Hedging effects, bond premium/discount, and unamortized issuance costs						(66)
Total Financial Services						4,046

(1) Bond listed on the Irish Stock Exchange

(2) Bond listed on the New York Stock Exchange

A summary of total debt as of December 31, 2022 and 2021, is as follows:

	2022						2021
(in millions)	Industrial Activities		Financial Services		Total		Industrial Activities		Financial Services		Total
Total Bonds	$	4,836	$	4,046	$	8,882	$	5,184	$	3,280	$	8,464
Asset-backed debt	—		9,751		9,751		—		8,875		8,875
Other debt	73		4,256		4,329		151		3,407		3,558
Intersegment debt	63		888		—		150		181		—
Total Debt	$	4,972	$	18,941	$	22,962	$	5,485	$	15,743	$	20,897
Payables to Iveco Group	5		151		156		334		168		502
Total Debt (Including Payables to Iveco Group)	$	4,977	$	19,092	$	23,118	$	5,819	$	15,911	$	21,399

Schedule of minimum annual repayments of debt

A summary of the minimum annual repayments of debt as of December 31, 2022, for 2023 and thereafter is as follows:

	Industrial Activities		Financial Services		Consolidated
	(in millions)
2023	$	1,032	$	8,556	$	9,588
2024	800		3,539		4,339
2025	800		2,670		3,470
2026	533		2,133		2,666
2027	1,101		664		1,765
2028 and thereafter	643		491		1,134
Payables to Iveco Group	5		151		156
Intersegment	63		888		—
Total	$	4,977	$	19,092	$	23,118

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of sources of income before taxes in equity in income of unconsolidated subsidiaries and affiliates

The sources of income before taxes and equity in income of unconsolidated subsidiaries and affiliates for the years ended December 31, 2022, 2021, and 2020 are as follows:

	2022		2021		2020
	(in millions)
Parent country source	$	143	$	161	$	(97)
Foreign sources	2,539		1,778		(82)
Income (loss) before taxes and equity in income of unconsolidated subsidiaries and affiliates	$	2,682	$	1,939	$	(179)

Schedule of income tax provision

The provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following:

	2022		2021		2020
	(in millions)
Current income taxes	$	819	$	498	$	185
Deferred income taxes	(72)		(269)		(100)
Total income tax provision (benefit)	$	747	$	229	$	85

Schedule of reconciliation of income tax expense

Reconciliations of CNH Industrial’s income tax expense for the years ended December 31, 2022, 2021 and 2020 are as follows:

	2022		2021		2020
	(in millions)
Tax provision at the parent statutory rate	$	510	$	368	$	(34)
Foreign income taxed at different rates	243		136		34
Change in valuation allowance	(70)		(207)		6
Tax contingencies	58		(18)		(8)
Tax credits and incentives	(54)		(79)		(25)
Goodwill impairment	—		—		111
Change in tax rate or law	—		(5)		—
Other	60		34		1
Total income tax provision (benefit)	$	747	$	229	$	85

Schedule of components of net deferred tax assets

The components of net deferred tax assets as of December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Deferred tax assets:
Warranty and campaigns	$	86	$	84
Allowance for credit losses	108		83
Marketing and sales incentive programs	359		293
Other risk and future charges reserve	40		42
Pension, postretirement and postemployment benefits	87		146
Leasing liabilities	55		49
Research and development costs	139		27
Other reserves	251		335
Tax credits and loss carry forwards	266		388
Less: Valuation allowances	(343)		(438)
Total deferred tax assets	$	1,048	$	1,009
Deferred tax liabilities:
Property, plant and equipment	$	370	$	414
Intangibles	180		190
Inventories	70		92
Other	80		47
Total deferred tax liabilities	700		743
Net deferred tax assets	$	348	$	266

Net deferred tax assets are reflected in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 as follows:

	2022		2021
	(in millions)
Deferred tax assets	$	433	$	421
Deferred tax liabilities	(85)		(125)
Other liabilities	—		(30)
Net deferred tax assets	$	348	$	266

Schedule of reconciliation of the gross amounts of tax contingencies

A reconciliation of the gross amounts of tax contingencies at the beginning and end of the year is as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	143	$	179
Additions based on tax positions related to the current year	16		17
Additions for tax positions of prior years	35		9
Reductions for tax positions of prior years	(16)		(24)
Reductions for tax positions as a result of lapse of statute	(2)		(1)
Settlements	(14)		(37)
Balance, end of year	$	162	$	143

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Employee Benefit Plans and Postretirement Benefits (Tables)

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Schedule of defined benefit pension, healthcare and other postemployment plans

The following summarizes data from CNH Industrial’s defined benefit pension, healthcare and other postemployment plans for the years ended December 31, 2022 and 2021:

	Pension				Healthcare (1)				Other (1)
	2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	1,843	$	1,984	$	281	$	409	$	113	$	130
Service cost	11		13		4		4		5		6
Interest cost	27		19		6		6		1		1
Plan participants’ contributions	1		1		4		6		—		—
Actuarial loss (gain)	(476)		(56)		(52)		(19)		(15)		(1)
Gross benefits paid	(77)		(75)		(28)		(36)		(7)		(9)
Plan amendments	—		—		(6)		(100)		—		—
Currency translation adjustments and other (2)	(154)		(43)		(28)		11		(8)		(14)
Ending benefit obligation	$	1,175	$	1,843	$	181	$	281	$	89	$	113
Change in the fair value of plan assets:
Beginning plan assets	1,474		1,451		130		145		—		—
Actual return on plan assets	(357)		65		(21)		9		—		—
Employer contributions	46		43		—		—		—		—
Plan participants’ contributions	1		1		—		—		—		—
Gross benefits paid	(65)		(61)		(9)		(9)		—		—
Currency translation adjustments and other (2)	(120)		(25)		(42)		(15)		—		—
Ending plan assets	979		1,474		58		130		—		—
Funded status:	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

(1)The healthcare and other postemployment plans are not required to be prefunded.

(2)Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in 2021 and 2022.

Schedule of defined benefit pension plans by significant geographical area

The following summarizes data from CNH Industrial’s defined benefit pension plans by significant geographical area for the years ended December 31, 2022 and 2021:

	U.S.				U.K				Germany (1)				Other Countries (1)
	2022		2021		2022		2021		2022		2021		2022		2021
	(in millions)
Change in benefit obligations:
Beginning benefit obligation	$	174	$	177	$	1,288	$	1,353	$	157	$	196	$	224	$	258
Service cost	3		3		—		—		—		—		8		10
Interest cost	5		4		20		14		1		—		1		1
Plan participants’ contributions	—		—		—		—		—		—		1		1
Actuarial loss (gain)	(51)		(15)		(360)		(11)		(29)		(12)		(36)		(18)
Gross benefits paid	(3)		5		(48)		(51)		(11)		(14)		(15)		(15)
Plan amendments	—		—		—		—		—		—		—		—
Currency translation adjustments and other (2)	—		—		(130)		(17)		(10)		(13)		(14)		(13)
Ending benefit obligation	$	128	$	174	$	770	$	1,288	$	108	$	157	$	169	$	224
Change in the fair value of plan assets:
Beginning plan assets	205		204		1,057		1,029		4		5		208		213
Actual return on plan assets	(43)		(4)		(292)		57		—		—		(22)		12
Employer contributions	—		—		39		35		—		—		7		8
Plan participants’ contributions	—		—		—		—		—		—		1		1
Gross benefits paid	(3)		5		(48)		(51)		—		—		(14)		(15)
Currency translation adjustments and other (2)	—		—		(106)		(13)		—		(1)		(14)		(11)
Ending plan assets	$	159	$	205	$	650	$	1,057	$	4	$	4	$	166	$	208
Funded status:	$	31	$	31	$	(120)	$	(231)	$	(104)	$	(153)	$	(3)	$	(16)

(1)    Pension benefits in Germany and some other countries are not required to be prefunded.

(2)    Includes the impact of the transfer of the outstanding pension benefit obligations related to certain retirees and beneficiaries within the U.S. plans through group annuity contract purchases in the fourth quarter of 2021.

Schedule of net amounts recognized in consolidated balance sheets

Net amounts recognized in the consolidated balance sheets as of December 31, 2022 and 2021 consist of:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Other assets	$	41	$	40	$	—	$	—	$	—	$	—
Pension, postretirement and other postemployment benefits	(237)		(409)		(123)		(151)		(89)		(113)
Net liability recognized at end of year	$	(196)	$	(369)	$	(123)	$	(151)	$	(89)	$	(113)

Schedule of pre-tax amounts recognized in accumulated other comprehensive loss

Pre-tax amounts recognized in accumulated other comprehensive loss as of December 31, 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Unrecognized actuarial losses (gains)	$	359	$	1	$	(11)
Unrecognized prior service credit	(2)		(86)		(7)
Accumulated other comprehensive loss	$	357	$	(85)	$	(18)

Schedule of aggregate pension accumulated benefit obligation

The following table summarizes the aggregate pension accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets:

	Pension
	2022		2021
	(in millions)
Accumulated benefit obligation	$	888	$	1,505
Fair value of plan assets	$	656	$	1,102

Schedule of projected benefit obligations in excess of plan assets

The following table summarizes CNH Industrial’s pension and other postemployment plans with projected benefit obligations in excess of plan assets:

	Pension				Healthcare				Other
	2022		2021		2022		2021		2022		2021
	(in millions)
Projected benefit obligation	$	969	$	1,607	$	181	$	281	$	89	$	113
Fair value of plan assets	$	733	$	1,198	$	58	$	130	$	—	$	—

Schedule of net periodic benefit cost

The following summarizes the components of net periodic benefit cost of CNH Industrial’s defined benefit for the years ended December 31, 2022, 2021, and 2020:

	Pension						Healthcare						Other
	2022		2021		2020		2022		2021		2020		2022		2021		2020
	(in millions)
Service cost	$	11	$	13	$	14	$	4	$	4	$	4	$	5	$	6	$	6
Interest cost	27		19		39		6		6		10		1		1		1
Expected return on assets	(47)		(53)		(69)		(5)		(7)		(7)		—		—		—
Amortization of:
Prior service cost (credit)	—		—		—		(126)		(136)		(130)		—		—		(1)
Actuarial loss (gain)	19		25		34		1		3		2		(2)		2		1
Settlement loss and other	(3)		—		125		3		—		—		1		2		2
Net periodic benefit cost (credit)	$	7	$	4	$	143	$	(117)	$	(130)	$	(121)	$	5	$	11	$	9

Schedule of net periodic benefit cost recognized in net income and other changes in plan assets and benefit obligations

Net periodic benefit cost recognized in net income and other changes in plan assets and benefit obligations that are recognized in other comprehensive loss during 2022 consist of:

	Pension		Healthcare		Other
	(in millions)
Net periodic benefit cost	$	7	$	(117)	$	5
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	(19)		(1)		1
Amortization of actuarial losses	(70)		(29)		(16)
Amortization of prior service (cost) credit	—		120		—
Currency translation adjustments and other	(46)		—		1
Total recognized in other comprehensive (income) loss	(135)		90		(14)
Total recognized in comprehensive loss	$	(128)	$	(27)	$	(9)

Schedule of assumptions utilized in determining the funded status and the net periodic benefit cost

The following assumptions were utilized in determining the funded status at December 31, 2022 and 2021, and the net periodic benefit cost of CNH Industrial’s defined benefit plans for the years ended December 31, 2022, 2021, and 2020:

	Pension plans			Healthcare plans			Other
(in %)	2022	2021	2020	2022	2021	2020	2022	2021	2020
Assumptions used to determine funded status at December 31
Weighted-average discount rate	4.64	1.79	1.25	5.28	2.59	2.16	4.11	1.12	0.59
Weighted-average rate of compensation increase	3.03	2.41	2.26	4.00	4.00	n/a	3.19	2.33	2.08
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	5.12	4.18	4.39	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	4.00	3.58	3.95	n/a	n/a	n/a
Assumptions used to determine expense
Weighted-average discount rates - service cost	1.32	0.94	1.39	3.15	2.57	3.27	1.36	0.77	0.92
Weighted-average discount rates - interest cost	1.59	0.98	1.81	2.87	1.55	2.62	0.99	0.47	0.61
Weighted-average rate of compensation increase	2.41	2.26	3.24	4.00	n/a	n/a	2.33	2.08	2.14
Weighted-average long-term rates of return on plan assets	3.42	3.71	4.08	4.76	4.85	5.00	n/a	n/a	n/a
Weighted-average, initial healthcare cost trend rate	n/a	n/a	n/a	4.18	4.39	4.68	n/a	n/a	n/a
Weighted-average, ultimate healthcare cost trend rate(*)	n/a	n/a	n/a	3.58	3.95	4.20	n/a	n/a	n/a

(*)    CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2029 for U.S. plans. A flat trend rate assumption is utilized for the Canada plans.

Schedule of weighted average target asset allocation

Weighted average target asset allocation for all plans for 2022 are as follows:

	All Plans
Asset category:
Equity securities	8	%
Debt securities	49	%
Cash/Other	43	%

Schedule of fair value of plan assets by asset category and level within the fair value hierarchy

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2022:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	7		6		1		—
U.S. corporate bonds	20		15		5		—
Non-U.S. government bonds	29		7		22		—
Non-U.S. corporate bonds	13		—		13		—
Mortgage backed securities	3		—		3		—
Other fixed income	3		—		3		—
Total Fixed income securities	75		28		47		—
Other types of investments:
Mutual funds (A)	901		—		901		—
Insurance contracts	40		—		—		40
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	941		—		901		40
Cash:	21		6		15		—
Total	$	1,037	$	34	$	963	$	40

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

The following summarizes the fair value of plan assets by asset category and level within the fair value hierarchy as of December 31, 2021:

	Total		Level 1		Level 2		Level 3
	(in millions)
Equity securities:
U.S. equities	$	—	$	—	$	—	$	—
Non-U.S. equities	—		—		—		—
Total Equity securities	—		—		—		—
Fixed income securities:
U.S. government bonds	72		72		—		—
U.S. corporate bonds	7		—		7		—
Non-U.S. government bonds	40		9		31		—
Non-U.S. corporate bonds	18		—		18		—
Mortgage backed securities	—		—		—		—
Other fixed income	—		—		—		—
Total Fixed income securities	137		81		56		—
Other types of investments:
Mutual funds (A)	1,387		—		1,387		—
Insurance contracts	45		—		—		45
Derivatives—credit contracts	—		—		—		—
Real estate	—		—		—		—
Total Other types of investments	1,432		—		1,387		45
Cash:	35		15		20		—
Total	$	1,604	$	96	$	1,463	$	45

(A) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.

Schedule of changes in level 3 plan assets

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2022:

 

	Insurance Contracts (in millions)
Balance at December 31, 2021	$	45
Actual return on plan assets relating to assets still held at    reporting date	(1)
Purchases	4
Settlements	(7)
Transfers in and/or out of level 3	—
Currency impact	(1)
Balance at December 31, 2022	$	40

The following table presents the changes in the Level 3 plan assets for the year ended December 31, 2021:

	Insurance Contracts (in millions)
Balance at December 31, 2020	$	48
Actual return on plan assets relating to assets still held at    reporting date	—
Purchases	4
Settlements	(5)
Transfers in and/or out of Level 3	—
Currency impact	(2)
Balance at December 31, 2021	$	45

Schedule of cash flows related to total benefits expected to be paid

The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected to be received are as follows:

		Pension Plans		Healthcare		Other
	(in millions)
2023		$	73	$	19	$	7
2024		70		18		8
2025		73		18		8
2026		74		17		8
2027		84		17		8
2028 - 2032		402		84		43
Total		$	776	$	173	$	82

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Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Summary of other liabilities

A summary of “Other liabilities” as of December 31, 2022 and 2021 is as follows:

	2022		2021
	(in millions)
Warranty and campaign programs	544		526
Marketing and sales incentive programs	1,556		1,325
Tax payables	506		671
Accrued expenses and deferred income	700		559
Accrued employee benefits	535		546
Lease liabilities	228		196
Legal reserves and other provisions	263		187
Contract reserve	16		12
Contract liabilities	33		20
Restructuring reserve	30		29
Other	436		692
Total	$	4,847	$	4,763

Summary of recorded activity for the basic warranty and campaign program accrual

A summary of recorded activity for the basic warranty and campaign program accrual for the years ended December 31, 2022 and 2021 are as follows:

	2022		2021
	(in millions)
Balance, beginning of year	$	526	$	507
Current year additions	475		417
Claims paid	(440)		(382)
Currency translation adjustment and other	(17)		(16)
Balance, end of year	$	544	$	526

Schedule of restructuring activity

The following table sets forth restructuring activity for the years ended December 31, 2022, 2021 and 2020:

	Severance and Other Employee Costs		Facility Related Costs		Other Restructuring		Total
	(in millions)
Balance at January 1, 2020	$	40	$	28	$	(7)	$	61
Restructuring charges	17		3		2		22
Reserves utilized: cash	(47)		(8)		(2)		(57)
Reserves utilized: non-cash	(3)		—		3		—
Currency translation adjustments	(2)		(5)		7		—
Balance at December 31, 2020	$	5	$	18	$	3	$	26
Restructuring charges	34		—		1		35
Reserves utilized: cash	(30)		(1)		(1)		(32)
Reserves utilized: non-cash	8		(6)		(2)		—
Currency translation adjustments	—		—		—		—
Balance at December 31, 2021	$	17	$	11	$	1	$	29
Restructuring charges	23		4		4		31
Reserves utilized: cash	(12)		(3)		(3)		(18)
Reserves utilized: non-cash	(2)		(9)		—		(11)
Currency translation adjustments	(1)		—		—		(1)
Balance at December 31, 2022	$	25	$	3	$	2	$	30

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of financing agreements

At December 31, 2022, Financial Services has various agreements to extend credit for the following financing arrangements:

Facility	Total Credit Limit		Utilized		Not Utilized
	(in millions)
Wholesale and dealer financing	$	6,818	$	3,572	$	3,246
Revolving charge accounts	2,456		209		2,247

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Gross impact of changes in fair value of derivatives designated as cash flow hedges on AOCI and net income

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on accumulated other comprehensive income (loss) and net income during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 (in millions):

			Recognized in Net Income
For the Year Ended December 31,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2022
Foreign exchange contracts	$	(191)	Net sales	$	(1)
			Cost of goods sold	(219)
			Other, net	3
			Interest expense, net	30
Interest rate contracts	59
Total	$	(132)		$	(187)
2021
Foreign exchange contracts	$	(57)	Net sales	$	2
			Cost of goods sold	(11)
			Other, net	(4)
			Interest expense, net	3
Interest rate contracts	49
Total	$	(8)		$	(10)
2020
Foreign exchange contracts	$	96	Net sales	$	(7)
			Cost of goods sold	31
			Other, net	6
			Interest expense, net	(5)
Interest rate contracts	(14)
Total	$	82		$	25

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in December 31, 2022 and 2021 consisted of the following:

	Amount Reclassified from Other Comprehensive Income (Loss)				Consolidated Statement of Operations line
	2022		2021
	(in millions)
Cash flow hedges	$	1	$	(2)	Net sales
	219		11		Cost of goods sold
	(3)		4		Other, net
	(30)		(3)		Interest expense
	(17)		(1)		Income taxes
	$	170	$	9
Change in retirement plans’ funded status:
Amortization of actuarial losses	$	18	$	30	*
Amortization of prior service cost	(126)		(136)		*
	47		(14)		Income taxes
	$	(61)	$	(120)
Total reclassifications, net of tax	$	109	$	(111)

(*)    These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 12: Employee Benefit Plans and Postretirement Benefits” for additional information.

Summary of impact of changes in fair value of fair value hedges and derivatives not designated as hedging instruments on earnings

The following table summarizes the activity in accumulated other comprehensive income related to the derivatives held by the Company during the years ended December 31, 2022, December 31, 2021, and December 31, 2020:

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)
Impact of demerger	19		—		19
Net changes in fair value of derivatives	(132)		4		(128)
Net losses reclassified from accumulated other comprehensive income into income	187		(17)		170
Accumulated derivative net losses as of December 31, 2022	$	71	$	(27)	$	44

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)
Net changes in fair value of derivatives	(8)		(12)		(20)
Net losses reclassified from accumulated other comprehensive income into income	10		(1)		9
Accumulated derivative net losses as of December 31, 2021	$	(3)	$	(14)	$	(17)

(in millions)	Before-Tax Amount		Income Tax		After-Tax Amount
Accumulated derivative net losses as of December 31, 2019	$	(62)	$	8	$	(54)
Net changes in fair value of derivatives	82		(8)		74
Net losses reclassified from accumulated other comprehensive income into income	(25)		(1)		(26)
Accumulated derivative net losses as of December 31, 2020	$	(5)	$	(1)	$	(6)

The following tables summarize the impact of the changes in the fair value of fair value hedges and derivatives not designated as hedging instruments had on earnings for the year ended December 31, 2022, December 31, 2021, and December 31, 2020:

		For the Year Ended December 31,
(in millions)	Classification of Gain	2022		2021		2020
Fair Value Hedges
Interest rate derivatives	Interest expense	$	(104)	$	(47)	$	31
Not Designated as Hedges
Foreign exchange contracts	Other, Net	$	(16)	$	(11)	$	86

Summary of fair value of derivatives

The fair values of CNH Industrial’s derivatives as of December 31, 2022 and December 31, 2021 in the consolidated balance sheets are recorded as follows:

	December 31, 2022		December 31, 2021
(in millions of dollars)	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	77	Derivative assets	65
Foreign currency contracts	Derivative assets	70	Derivative assets	77
Total derivative assets designated as hedging instruments		147		142
Interest rate contracts	Derivative liabilities	106	Derivative liabilities	28
Foreign currency contracts	Derivative liabilities	56	Derivative liabilities	101
Total derivative liabilities designated as hedging instruments		162		129
Derivatives not designated as hedging instruments under Subtopic 815-20
Interest rate contracts	Derivative assets	28	Derivative assets	11
Foreign currency contracts	Derivative assets	14	Derivative assets	29
Total derivative assets not designated as hedging instruments		42		40
Interest rate contracts	Derivative liabilities	28	Derivative liabilities	12
Foreign currency contracts	Derivative liabilities	14	Derivative liabilities	40
Total derivative liabilities not designated as hedging instruments		42		52

Summary of fair value hierarchy levels

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 December 31, 2022 and December 31, 2021:

	Level 1				Level 2				Total
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
	(in millions)
Assets
Foreign exchange derivatives	$	—	$	—	$	84	$	106	$	84	$	106
Interest rate derivatives	—		—		105		76		105		76
Total Assets	$	—	$	—	$	189	$	182	$	189	$	182
Liabilities
Foreign exchange derivatives	$	—	$	—	$	70	$	141	$	70	$	141
Interest rate derivatives	—		—		134		40		134		40
Total Liabilities	$	—	$	—	$	204	$	181	$	204	$	181

Schedule of investments measured on nonrecurring basis

The following tables present the fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2022 and 2021:

	Fair Value				Losses
	2022		2021		2022		2021
	(in millions)
Property, plant and equipment	$	7	$	—	$	17	$	—

Summary of estimated fair market values

The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets as of December 31, 2022 and 2021 are as follows:

	December 31, 2022		December 31, 2021
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(in millions)
Financing receivables	$19,260	$18,827	$15,376	$15,605
Debt	$22,962	$22,651	$20,897	$21,091

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of stock

Changes in the composition of the share capital of CNH Industrial during 2022, 2021, and 2020 are as follows:

(number of shares)	CNH Industrial N.V. Common Shares	CNH Industrial N.V. Loyalty Program Special Voting Shares	Total CNH Industrial N.V. Shares
Total CNH Industrial N.V. shares at December 31, 2019	1,350,132,117	387,951,166	1,738,083,283
Capital increase	3,778,354	—	3,778,354
Common Stock Repurchase	—	—	—
Retirement of special voting shares	—	(16,623,012)	(16,623,012)
Total CNH Industrial N.V. shares at December 31, 2020	1,353,910,471	371,328,154	1,725,238,625
Capital increase	2,166,529	—	2,166,529
Common stock repurchases	—	—	—
Retirement of special voting shares	—	(109,904)	(109,904)
Total CNH Industrial N.V. shares at December 31, 2021	1,356,077,000	371,218,250	1,727,295,250
Capital increase	554,023	—	554,023
Common stock repurchases	(12,390,052)	—	(12,390,052)
Retirement of special voting shares	—	(145,297)	(145,297)
Total CNH Industrial N.V. shares at December 31, 2022	1,344,240,971	371,072,953	1,715,313,924

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of performance-based share units

The following table reflects the activity of PSUs under the 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Performance Shares	Weighted Average Grant-Date Fair Value
Nonvested as of December 31, 2021	9,421,225	$	11.55
Less: Awards transferred to Iveco Group	(1,950,170)	10.87
Plus: Adjustment to awards for continuing employees	1,093,025	N/A
Nonvested as of January 5, 2022	8,564,080	7.31
Granted	2,456,659	14.04
Forfeited/Cancelled	(173,331)	8.89
Vested	—	—
Nonvested at end of year	10,847,408	$	8.81

Schedule of activity of restricted share units

The following table reflects the activity of RSUs under the 2017-2019 Long-Term Incentive Plan and 2021-2023 Long-Term Incentive Plan for the year ended December 31, 2022:

	2022
	Restricted Shares	Weighted Average Grant-Date Fair Value
Nonvested at beginning of year	4,370,079	$	11.72
Less: Awards transferred to Iveco Group	(1,039,271)	10.98
Plus: Adjustment to awards for continuing employees	485,692	N/A
Nonvested as of January 5, 2022	3,816,500	6.76
Granted	2,275,329	13.90
Forfeited	(143,410)	10.96
Vested	(524,524)	6.62
Nonvested at end of year	5,423,895	$	9.66

Schedule of additional share-based compensation

The table below provides additional share-based compensation information for the years ended December 31, 2022, 2021, and 2020:

	2022		2021		2020
	(in millions)
Total intrinsic value of options exercised and shares vested	$	22	$	35	$	41
Fair value of shares vested	$	3	$	25	$	42

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Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Reconciliation of basic and diluted earnings (loss) per share

The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2022, 2021 and 2020.

	2022		2021		2020
	(in millions, except per share data)
Basic:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Basic earnings (loss) per share attributable to common shareholders:
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Continuing operations	$	1.50	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Basic earnings (loss) per share	$	1.50	$	1.27	$	(0.36)
Diluted:
Net income (loss) attributable to CNH Industrial	$	2,029	$	1,723	$	(493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029		1,792		(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	—		(69)		(281)
Weighted average common shares outstanding—basic	1,351		1,354		1,351
Effect of dilutive securities (when dilutive):
Stock compensation plans	11		7		—
Weighted average common shares outstanding—diluted (A)	1,362		1,361		1,351
Continuing operations	$	1.49	$	1.32	$	(0.15)
Discontinued operations	$	—	$	(0.05)	$	(0.21)
Diluted earnings (loss) per share	$	1.49	$	1.27	$	(0.36)

(A)    For the twelve months ended December 31, 2022, and 2021 0.50 million and 0.06 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

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Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of tax effects on components of other comprehensive income (loss)

The tax effect for each component of other comprehensive income (loss) consisted of the following:

	Year Ended December 31, 2022
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	56	$	(12)	$	44
Changes in retirement plans’ funded status	29		12		41
Foreign currency translation	158		—		158
Share of other comprehensive loss of entities using the equity method	(25)		—		(25)
Other comprehensive loss	$	218	$	—	$	218

	Year Ended December 31, 2021
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	2	$	(13)	$	(11)
Changes in retirement plans’ funded status	109		(15)		94
Foreign currency translation	247		—		247
Share of other comprehensive loss of entities using the equity method	(93)		—		(93)
Other comprehensive loss	$	265	$	(28)	$	237

	Year Ended December 31, 2020
(in millions)	Gross Amount		Income Taxes		Net Amount
Unrealized gain (loss) on cash flow hedges	$	57	$	(9)	$	48
Changes in retirement plans’ funded status	(10)		7		(3)
Foreign currency translation	(735)		—		(735)
Share of other comprehensive loss of entities using the equity method	20		—		20
Other comprehensive income	$	(668)	$	(2)	$	(670)

Summary of changes in other comprehensive income (loss)

The changes, net of tax, in each component of accumulated other comprehensive income (loss) consisted of the following:

(in millions)	Unrealized Gain (Loss) on Cash Flow Hedges		Change in Retirement Plans’ Funded  Status		Foreign  Currency Translation		Share of Other Comprehensive Income of Entities Using the Equity Method		Total
Balance, December 31, 2019	$	(54)	$	(650)	$	(1,145)	$	(153)	$	(2,002)
Other comprehensive income (loss), before reclassifications	74		143		(739)		20		(502)
Amounts reclassified from other comprehensive income	(26)		(146)		—		—		(172)
Other comprehensive income (loss)1	48		(3)		(739)		20		(674)
Reclassification of certain tax effects	—		—		—		—		—
Balance, December 31, 2020	$	(6)	$	(653)	$	(1884)	$	(133)	$	(2,676)
Other comprehensive income (loss), before reclassifications	(20)		202		241		(93)		330
Amounts reclassified from other comprehensive income	9		(108)		—		—		(99)
Other comprehensive income (loss)1	(11)		94		241		(93)		231
Balance, December 31, 2021	$	(17)	$	(559)	$	(1,643)	$	(226)	$	(2,445)
Demerger of Iveco Group	19		233		(316)		12		(52)
Balance, January 1, 2022	2		(326)		(1,959)		-214		(2,497)
Other comprehensive income (loss), before reclassifications	(126)		102		159		(25)		110
Amounts reclassified from other comprehensive income	170		(61)		—		—		109
Other comprehensive income (loss)1	44		41		159		(25)		219
Balance, December 31, 2022	$	46	$	(285)	$	(1,800)	$	(239)	$	(2,278)

(1)    Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $(1) million, $6 million and $4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Summary of reclassification of accumulated other comprehensive income (loss)

The following table summarizes the gross impact of changes in the fair value of derivatives designated as cash flow hedges on accumulated other comprehensive income (loss) and net income during the year ended December 31, 2022, December 31, 2021, and December 31, 2020 (in millions):

			Recognized in Net Income
For the Year Ended December 31,	Gain (Loss) Recognized in Accumulated Other Comprehensive Income		Classification of Gain (Loss)	Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
2022
Foreign exchange contracts	$	(191)	Net sales	$	(1)
			Cost of goods sold	(219)
			Other, net	3
			Interest expense, net	30
Interest rate contracts	59
Total	$	(132)		$	(187)
2021
Foreign exchange contracts	$	(57)	Net sales	$	2
			Cost of goods sold	(11)
			Other, net	(4)
			Interest expense, net	3
Interest rate contracts	49
Total	$	(8)		$	(10)
2020
Foreign exchange contracts	$	96	Net sales	$	(7)
			Cost of goods sold	31
			Other, net	6
			Interest expense, net	(5)
Interest rate contracts	(14)
Total	$	82		$	25

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) in December 31, 2022 and 2021 consisted of the following:

	Amount Reclassified from Other Comprehensive Income (Loss)				Consolidated Statement of Operations line
	2022		2021
	(in millions)
Cash flow hedges	$	1	$	(2)	Net sales
	219		11		Cost of goods sold
	(3)		4		Other, net
	(30)		(3)		Interest expense
	(17)		(1)		Income taxes
	$	170	$	9
Change in retirement plans’ funded status:
Amortization of actuarial losses	$	18	$	30	*
Amortization of prior service cost	(126)		(136)		*
	47		(14)		Income taxes
	$	(61)	$	(120)
Total reclassifications, net of tax	$	109	$	(111)

(*)    These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 12: Employee Benefit Plans and Postretirement Benefits” for additional information.

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Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of reconciliation of profit under US GAAP

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities to net income, the most comparable U.S. GAAP financial measure, for the years ended December 31, 2022, 2021, and 2020.

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	2,456	$	1,810	$	880
Construction	124		90		(184)
Unallocated items, eliminations, and other	(147)		(137)		(113)
Total Adjusted EBIT of Industrial Activities	2,433		1,763		583
Financial Services Net Income	338		349		243
Financial Services Income Taxes	125		107		85
Interest expense of Industrial Activities, net of interest income and eliminations	(119)		(118)		(140)
Foreign exchange (gains) losses, net of Industrial Activities	(59)		(1)		(12)
Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities(1)	124		143		(9)
Restructuring expenses of Industrial Activities	(31)		(35)		(22)
Goodwill impairment charge	—		—		(585)
Other discrete items of Industrial Activities(2)	(25)		(178)		(256)
Income (loss) before taxes	2,786		2,030		(113)
Income tax benefit (expense)	(747)		(229)		(85)
Net (loss) from discontinued operations	$	—	$	(41)	$	(240)
Net Income (loss)	$	2,039	$	1,760	$	(438)

(1) In the years ended December 31, 2022, 2021 and 2020 this item includes the pre-tax gain of $90 million, $119 million and $119 million as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S. In the year ended December 31, 2022 and December 31, 2021, this item also includes a pre-tax gain of $24 million and $5 million as a result of the amortization over 4 years of the $101 million positive impact from 2021 modifications of a healthcare plan in the U.S. which occurred in the fourth quarter of 2021. In the year ended December 31, 2020, this item also included a pre-tax non-cash settlement charge of $124 million, respectively, resulting from the purchase of annuity contracts to settle a portion of the outstanding U.S. pension obligations.

(2) In the year ended December 31, 2022, this item included $43 million of asset write-downs, $25 million of separation costs incurred in connection with spin-off of the Iveco Group Business and $22 million of costs related to the activity of the Raven segments held for sale, including the loss on the sale of the Engineered Films and Aerostar divisions, partially offset by a $65 million gain on the sale of our Canada parts depot. In the year ended December 31, 2021, this item included $133 million separation costs in connection with the spin-off of the Iveco Group business and a charge of $57 million for transaction costs related to the acquisition of Raven Industries, Inc., partially offset by a gain of $12 million for a fair value adjustment of Monarch Tractor investments. In the year ended December 31, 2020, this item mainly includes impairment of intangible and other long-lived assets.

Schedule of profit by reportable segment

The following table provides key segment information for the Financial Services segment:

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Financial Services Net Income (from continuing operations)	$	338	$	349	$	243
Financial Services Interest Revenue (1)	$	1,149	$	918	$	964
Financial Services Interest Expense	$	601	$	409	$	485

(1) This amount excludes interest included in operating leases rentals.

Summary of operating segment information

A summary of additional operating segment information as of and for the years ended December 31, 2022, 2021, and 2020 is as follows:

 

	Years Ended December 31,
	2022		2021		2020
	(in millions)
Revenues:
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		$	3,081	$	2,170
Eliminations and other	—		$	—	$	(10)
Net sales of Industrial Activities	21,541		$	17,802	$	13,083
Financial Services	1,996		$	1,672	$	1,660
Eliminations and other	14		$	22	$	36
Total Revenues	$	23,551	$	19,496	$	14,779
Depreciation and Amortization (*):
Agriculture	$	287	$	254	$	248
Construction	38		$	38	$	46
Other activities and adjustments	—		$	1	$	2
Depreciation and amortization of Industrial Activities	325		$	293	$	296
Financial Services	2		$	2	$	2
Depreciation and amortization	$	327	$	295	$	298
Expenditures for long-lived assets (**):
Agriculture	$	393	$	307	$	185
Construction	63		$	53	$	42
Other activities	—		$	—	$	2
Expenditures for long-lived assets of Industrial Activities	456		$	360	$	229
Financial Services	5		$	5	$	3
Expenditures for long-lived assets	$	461	$	365	$	232

(*) Excluding equipment on operating leases

(**) Excluding equipment on operating leases and right of use assets

Summary of net revenue

The following tables summarize previously reported revenues for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
	(in millions)
Agriculture	$	17,969	$	14,721	$	10,923
Construction	3,572		3,081		2,170
Eliminations and Other	—		—		(10)
Total Industrial Activities	21,541		17,802		13,083
Financial Services	1,996		1,672		1,660
Eliminations and Other	14		22		36
Total Revenues	$	23,551	$	19,496	$	14,779

The following highlights revenues earned from external customers in the rest of the world by destination:  

	2022		2021		2020
	(in millions)
United States	$	8,189	$	6,387	$	5,054
Italy	592		556		427
France	1,123		1,084		972
Brazil	3,904		2,414		1,553
Germany	674		564		479
Canada	1,530		1,341		918
Australia	982		857		644
Spain	263		283		231
Argentina	565		418		346
Poland	449		425		267
Other	4,723		4,619		3,460
Total Revenues from external customers in the rest of world	$	22,994	$	18,948	$	14,351

Schedule of long-lived assets by geographical area

The following highlights long-lived tangible and intangible assets by geography in the rest of the world:

	At December 31,
	2022		2021
	(in millions)
United States	$	5,669	$	5,801
Italy	437		424
France	48		48
Germany	17		19
Spain	1		1
Canada	548		568
Brazil	162		127
China	55		61
Other	420		449
Total Long-lived assets in the rest of the world	$	7,357	$	7,498

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Related Party Information (Tables)

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

Schedule of related party transactions

These transactions with Stellantis are reflected in the Company’s consolidated financial statements as follows:

	2022		2021		2020
	(in millions)
Net sales	$	—	$	—	$	—
Cost of goods sold	$	17	$	31	$	17
Selling, general and administrative expenses	$	48	$	59	$	55

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	14	$	20

The transactions with Iveco Group post-Demerger are reflected in the consolidated financial statements as follows:

	2022		2021		2020
	(in millions)
Net sales	$	48	$	21	$	28
Cost of goods sold	$	930	$	948	$	601
Selling, general and administrative expenses	$	—	$	—	$	—

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	21	$	87
Receivables from Iveco Group N.V.	$	298	$	—
Trade payables	$	184	$	181
Payables to Iveco Group N.V.	$	156	$	502

These transactions primarily affected revenues, finance, interest and other income, cost of goods sold, trade receivables and payables and are presented as follows:

 

	2022		2021		2020
	(in millions)
Net sales	$	400	$	402	$	211
Cost of goods sold	$	554	$	496	$	399

 

	December 31, 2022		December 31, 2021
	(in millions)
Trade receivables	$	—	$	—
Trade payables	$	100	$	101

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Presentation - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

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Presentation - Assets and Liabilities Held for Distribution (Details) - Discontinued Operations, Held-for-sale $ in Millions	Dec. 31, 2021 USD ($)
ASSETS HELD FOR DISTRIBUTION
Cash and cash equivalents	$ 961
Restricted cash	55
Trade receivables, net	165
Financing receivables, net	3,284
Inventories, net	3,005
Property, plant and equipment, net	3,221
Investments in unconsolidated subsidiaries and affiliates	613
Equipment under operating leases	66
Goodwill, net	80
Other intangible assets, net	141
Deferred tax assets	1,059
Other assets	896
Total Assets Held for Distribution	13,546
LIABILITIES HELD FOR DISTRIBUTION
Debt	2,343
Trade payables	3,366
Deferred tax liabilities	14
Pension, postretirement and other postemployment benefits	560
Other liabilities	5,609
Total Liabilities Held for Distribution	$ 11,892

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Presentation - Statement of Discontinued Operation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Costs and Expenses
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	$ 2,682	$ 1,939	$ (179)
Income tax (expense) benefit	(747)	(229)	(85)
Equity in income of unconsolidated subsidiaries and affiliates	$ 104	91	66
Discontinued Operations, Held-for-sale
Revenues
Net sales		14,743	11,772
Finance, interest and other income		194	140
Total Revenues		14,937	11,912
Costs and Expenses
Cost of goods sold		12,765	10,745
Selling, general and administrative expenses		989	859
Research and development expenses		594	439
Restructuring expenses		39	27
Interest expense		129	107
Other, net		380	61
Total Costs and Expenses		14,896	12,238
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates		41	(326)
Income tax (expense) benefit		(113)	135
Equity in income of unconsolidated subsidiaries and affiliates		31	(49)
Net Income (loss) from discontinued operations		$ (41)	$ (240)

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Presentation - Cash Flow from Discontinued Operations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net income (loss) from discontinued operations	$ 0	$ (41)	$ (240)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense, net of assets under operating lease and assets sold under buy-back commitments	327	295	298
Depreciation and amortization expense of assets under operating leases and assets sold under buy-back commitments	208	242	240
(Gain) Loss on disposal of assets	(42)	0	6
Undistributed income (loss) of unconsolidated subsidiaries	(69)	(29)	(36)
Other non-cash items	196	126	498
Changes in operating assets and liabilities:
Provisions	189	93	(131)
Deferred income taxes	(50)	(273)	(72)
Trade and financing receivables related to sales, net	(2,447)	191	1,011
Inventories, net	(151)	(555)	1,224
Trade payables	125	738	314
Other assets and liabilities	232	561	449
Cash flow from operating activities of discontinued operation	0	884	1,341
Investing activities:
Additions to retail receivables	(5,971)	(5,328)	(4,459)
Collections of retail receivables	4,360	4,338	3,964
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments	97	11	0
Expenditures for property, plant and equipment and intangible assets, net of assets under operating leases and assets sold under buy-back commitments	(461)	(365)	(232)
Expenditures for assets under operating leases and assets sold under buy-back commitments	(538)	(556)	(614)
Other	(496)	(2,670)	(614)
Cash flow from investing activities discontinued operation	0	(431)	(795)
Financing activities:
Proceeds from long-term debt	11,183	7,988	8,888
Payments of long-term debt	(9,223)	(9,088)	(7,227)
Net increase (decrease) in other financial liabilities	580	(111)	(587)
Dividends paid	(423)	(188)	(8)
Cash flow from financing activities of discontinued operation	$ 0	(46)	(407)
Discontinued Operations, Held-for-sale
Operating activities:
Net income (loss) from discontinued operations		(41)	(240)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense, net of assets under operating lease and assets sold under buy-back commitments		316	332
Depreciation and amortization expense of assets under operating leases and assets sold under buy-back commitments		296	302
(Gain) Loss on disposal of assets		(44)	1
Undistributed income (loss) of unconsolidated subsidiaries		(13)	51
Other non-cash items		197	72
Changes in operating assets and liabilities:
Provisions		87	90
Deferred income taxes		36	(192)
Trade and financing receivables related to sales, net		54	118
Inventories, net		(216)	678
Trade payables		25	87
Other assets and liabilities		187	42
Cash flow from operating activities of discontinued operation		884	1,341
Investing activities:
Additions to retail receivables		(42)	(12)
Collections of retail receivables		50	31
Proceeds from the sale of assets, net of assets under operating leases and assets sold under buy-back commitments		0	3
Expenditures for property, plant and equipment and intangible assets, net of assets under operating leases and assets sold under buy-back commitments		(348)	(252)
Expenditures for assets under operating leases and assets sold under buy-back commitments		(763)	(752)
Other		672	187
Cash flow from investing activities discontinued operation		(431)	(795)
Financing activities:
Proceeds from long-term debt		3,459	3,119
Payments of long-term debt		(3,602)	(3,285)
Net increase (decrease) in other financial liabilities		97	(241)
Dividends paid		0	0
Cash flow from financing activities of discontinued operation		$ (46)	$ (407)

XML

Summary of Significant Accounting Policies - Additional Information (Details)				12 Months Ended
	May 16, 2022 USD ($)	Dec. 30, 2021 USD ($)	Nov. 30, 2021 USD ($) division $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Business combination, assets and liabilities Arising from contingencies, amount recognized, net			$ 1,300,000,000
Business combination, recognized identifiable assets acquired and liabilities assumed, goodwill and intangible assets			$ 500,000,000
Delinquent period in which recognition of income on loans is suspended				90 days
Advertising expense				$ 152,000,000	$ 110,000,000	$ 82,000,000
Foreign currency transaction loss				185,000,000	135,000,000
Foreign currency transaction gain						28,000,000
Net loss realized on foreign currency				80,000,000	6,000,000	17,000,000
CNH paid interest				718,000,000	539,000,000	625,000,000
Loss on repurchase of notes				0	8,000,000	0
CNH paid taxes				717,000,000	348,000,000	80,000,000
Other non-cash items				196,000,000	126,000,000	498,000,000
Share-based payment arrangement, noncash expense				87,000,000	90,000,000
Writedowns of financial assets				77,000,000	34,000,000
Gain (loss) at the time of securitization				0
Impairment of goodwill and other intangible assets				0	0
Other Assets
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets held-for-sale, long lived, fair value disclosure					500,000,000
Other Liabilities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Assets held-for-sale, long lived, fair value disclosure					$ 100,000,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible asset useful life					5 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible asset useful life					25 years
Seven Point Eight Seven Five Percent Senior Notes | Case New Holland Industrial Inc. (formerly Case New Holland Inc.)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Loss on repurchase of notes				0	$ 8,000,000	0
Raven Industries, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of capital stock acquired			100.00%
Share price of capital stock in acquisition (in dollars per share) | $ / shares			$ 58
Consideration transferred in acquisition			$ 2,100,000,000
Number of business divisions acquired | division			3
Payments to acquire businesses, gross					2,100,000,000
Specialty Enterprises LLC
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Consideration transferred in acquisition	$ 50,000,000
Sampierana S.p.A
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of capital stock acquired		90.00%
Consideration transferred in acquisition		$ 100,000,000
Argentina
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Foreign currency transaction loss				$ 0	$ 47,000,000	$ 56,000,000

XML

Summary of Significant Accounting Policies - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 3,322	$ 3,210		$ 1,838
Applied Technology Division
Business Acquisition [Line Items]
Goodwill			$ 1,404
Deferred Tax Liability and Other			(137)
Applied Technology Division | Customer Relationship
Business Acquisition [Line Items]
Intangible Assets			145
Applied Technology Division | In-Process R&D
Business Acquisition [Line Items]
Intangible Assets			165
Applied Technology Division | Developed Technology
Business Acquisition [Line Items]
Intangible Assets			50
Applied Technology Division | Trade Names
Business Acquisition [Line Items]
Intangible Assets			$ 74

XML

Summary of Significant Accounting Policies - Estimated Useful Lives of Respective Assets (Details)	12 Months Ended
	Dec. 31, 2022
Minimum | Buildings and improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years
Minimum | Plant, machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Minimum | Other equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Maximum | Buildings and improvements
Property, Plant and Equipment [Line Items]
Estimated useful lives	40 years
Maximum | Plant, machinery and equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	25 years
Maximum | Other equipment
Property, Plant and Equipment [Line Items]
Estimated useful lives	10 years

XML

Revenue - Summary of Net Revenues (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	$ 21,541	$ 17,802	$ 13,083
Total Revenues	23,551	19,496	14,779
Industrial Activities
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	21,541	17,802	13,083
Industrial Activities | Operating Segments
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	21,541	17,802	13,083
Industrial Activities | Operating Segments | Agriculture
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	17,969	14,721	10,923
Industrial Activities | Operating Segments | Construction
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	3,572	3,081	2,170
Industrial Activities | Eliminations and Other
Disaggregation of Revenue [Line Items]
Revenues from sales of goods and services	0	0	(10)
Financial Services | Operating Segments
Disaggregation of Revenue [Line Items]
Total Revenues	1,996	1,672	1,660
Financial Services | Eliminations and Other
Disaggregation of Revenue [Line Items]
Total Revenues	$ 14	$ 22	$ 36

XML

Revenue - Disaggregation of Net Revenues by Major Source (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues from:
Revenues from sales of goods and services	$ 21,541	$ 17,802	$ 13,083
Finance and interest income	1,169	912	966
Rents and other income on operating lease	841	782	730
Finance, interest and other income	2,010	1,694	1,696
Total Revenues	23,551	19,496	14,779
Sales of goods
Revenues from:
Revenues from sales of goods and services	21,506	17,783	13,067
Rendering of services and other revenues
Revenues from:
Revenues from sales of goods and services	$ 35	$ 19	$ 16

XML

Receivables - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade receivables, net	$ 172	$ 192
Allowances for doubtful accounts	$ 23	24
Wholesale receivables interest free period	12 months
Wholesale receivables stated original maturities	24 months
Gain (loss) on contract termination	$ 0	$ 0	$ 0
RUSSIAN FEDERATION
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivable, allowance for credit loss, period increase (decrease)	15
North America
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivable, allowance for credit loss, period increase (decrease)	9
China
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivable, allowance for credit loss, period increase (decrease)	$ 7
Minimum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance leases, term	2 years
Maximum
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance leases, term	6 years

XML

Receivables - Summary of Accounts and Notes Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivables, net	$ 19,260	$ 15,376
Retail
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivables, net	11,446	9,955
Wholesale
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivables, net	7,785	5,373
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing receivables, net	$ 29	$ 48

XML

Receivables - Maturities of Financing Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
2023	$ 11,133
2024	2,874
2025	2,243
2026	1,609
2027	940
2028 and thereafter	461
Financing receivables, net	$ 19,260	$ 15,376

XML

Receivables - Carrying Amount of Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items]
Total	$ 11,348	$ 10,321
Retail
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items]
Total	6,766	6,878
Wholesale
Qualitative and Quantitative Information, Transferor's Continuing Involvement [Line Items]
Total	$ 4,582	$ 3,443

XML

Receivables - Allowance for Credit Losses Activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retail
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance	$ 220	$ 231	$ 147
Provision	59	22	93
Charge-offs, net of recoveries	(17)	(22)	(31)
Foreign currency translation and other	8	(11)	(12)
Ending balance	270	220	231
Retail | Adoption of ASC 326
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance		34
Ending balance			34
Retail | Balance, January 1, 2020, as recast
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance		181
Ending balance			181
Wholesale
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance	65	62	71
Provision	7	6	4
Charge-offs, net of recoveries	(7)	1	(5)
Foreign currency translation and other	(1)	(4)	(4)
Ending balance	$ 64	65	62
Wholesale | Adoption of ASC 326
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance		(4)
Ending balance			(4)
Wholesale | Balance, January 1, 2020, as recast
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Opening balance		$ 67
Ending balance			$ 67

XML

Receivables - Summary of Aging of Receivables (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Retail
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 11,446	$ 9,955
Retail | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	11,424	9,947
Retail | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	22	8
Retail | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	3,558	3,159
Fiscal year before current fiscal year	2,036	1,689
Two years before current fiscal year	994	902
Three years before current fiscal year	472	531
Four years before current fiscal year	225	229
Prior	65	73
Total	7,350	6,583
Retail | North America | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	3,558	3,159
Fiscal year before current fiscal year	2,035	1,688
Two years before current fiscal year	994	901
Three years before current fiscal year	472	531
Four years before current fiscal year	225	229
Prior	65	73
Total	7,349	6,581
Retail | North America | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	0	0
Fiscal year before current fiscal year	1	1
Two years before current fiscal year	0	1
Three years before current fiscal year	0	0
Four years before current fiscal year	0	0
Prior	0	0
Total	1	2
Retail | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	1,181	881
Fiscal year before current fiscal year	728	524
Two years before current fiscal year	410	295
Three years before current fiscal year	208	190
Four years before current fiscal year	116	105
Prior	95	72
Total	2,738	2,067
Retail | South America | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	1,179	881
Fiscal year before current fiscal year	725	524
Two years before current fiscal year	408	295
Three years before current fiscal year	207	190
Four years before current fiscal year	116	105
Prior	95	72
Total	2,730	2,067
Retail | South America | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	2	0
Fiscal year before current fiscal year	3	0
Two years before current fiscal year	2	0
Three years before current fiscal year	1	0
Four years before current fiscal year	0	0
Prior	0	0
Total	8	0
Retail | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	601	579
Fiscal year before current fiscal year	401	361
Two years before current fiscal year	221	168
Three years before current fiscal year	84	100
Four years before current fiscal year	35	45
Prior	3	5
Total	1,345	1,258
Retail | Asia Pacific | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	601	579
Fiscal year before current fiscal year	400	357
Two years before current fiscal year	220	167
Three years before current fiscal year	84	99
Four years before current fiscal year	35	45
Prior	3	5
Total	1,343	1,252
Retail | Asia Pacific | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current fiscal year	0	0
Fiscal year before current fiscal year	1	4
Two years before current fiscal year	1	1
Three years before current fiscal year	0	1
Four years before current fiscal year	0	0
Prior	0	0
Total	2	6
Retail | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	13	47
Retail | Europe, Middle East, Africa | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2	47
Retail | Europe, Middle East, Africa | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	11	0
Retail | 31-60 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	62	28
Retail | 31-60 Days Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	42	13
Retail | 31-60 Days Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	12	1
Retail | 31-60 Days Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	8	10
Retail | 31-60 Days Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	4
Retail | 61-90 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	24	8
Retail | 61-90 Days Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	16	0
Retail | 61-90 Days Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Retail | 61-90 Days Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	8	8
Retail | 61-90 Days Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Retail | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	86	36
Retail | Total Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	58	13
Retail | Total Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	12	1
Retail | Total Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	16	18
Retail | Total Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	4
Retail | Current
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	11,338	9,911
Retail | Current | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,291	6,568
Retail | Current | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,718	2,066
Retail | Current | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	1,327	1,234
Retail | Current | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2	43
Wholesale
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,785	5,373
Wholesale | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,785	5,351
Wholesale | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	22
Wholesale | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	3,378	2,339
Wholesale | North America | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	3,378	2,339
Wholesale | North America | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	1,416	655
Wholesale | South America | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	1,416	633
Wholesale | South America | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	22
Wholesale | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	494	449
Wholesale | Asia Pacific | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	494	449
Wholesale | Asia Pacific | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,497	1,930
Wholesale | Europe, Middle East, Africa | Total Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,497	1,930
Wholesale | Europe, Middle East, Africa | Non- Performing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | 31-60 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7	7
Wholesale | 31-60 Days Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | 31-60 Days Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | 31-60 Days Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	2
Wholesale | 31-60 Days Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7	5
Wholesale | 61-90 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2	2
Wholesale | 61-90 Days Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | 61-90 Days Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | 61-90 Days Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	1
Wholesale | 61-90 Days Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2	1
Wholesale | Total Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	9	9
Wholesale | Total Past Due | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | Total Past Due | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	0
Wholesale | Total Past Due | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	3
Wholesale | Total Past Due | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	9	6
Wholesale | Current
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	7,776	5,342
Wholesale | Current | North America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	3,378	2,339
Wholesale | Current | South America
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	1,416	633
Wholesale | Current | Asia Pacific
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	494	446
Wholesale | Current | Europe, Middle East, Africa
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 2,488	$ 1,924

XML

Inventories - Summary of Inventories (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 1,955	$ 1,517
Work-in-process	471	570
Finished goods	2,385	2,129
Total Inventories	$ 4,811	$ 4,216

XML

Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 5,658	$ 5,554
Accumulated depreciation	(4,126)	(4,079)
Net property, plant and equipment	1,532	1,475
Land and industrial buildings
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	1,807	1,848
Plant, machinery and equipment
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	3,293	3,222
Construction in progress
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	194	130
Other
Property, Plant and Equipment [Line Items]
Gross property, plant and equipment	$ 364	$ 354

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 198	$ 210	$ 227
Acquisition of property, plant and equipment	$ 77	$ 61

XML

Investments in Unconsolidated Subsidiaries and Affiliates - Summary of Investments in Unconsolidated Subsidiaries and Affiliates (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Equity method	$ 331	$ 286
Cost method	54	47
Total	$ 385	$ 333

XML

Investments in Unconsolidated Subsidiaries and Affiliates - Summary of Combined Results of Operations and Financial Position Reported By Investees Accounted Using Equity Method (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net revenue	$ 21,541	$ 17,802	$ 13,083
Net income	2,039	1,760	(438)
Statement of Financial Position [Abstract]
Total Assets	39,381	49,416
Total Liabilities	32,405	42,563
Total Equity	6,927	6,808	4,989	$ 6,121
Unconsolidated Subsidiaries and Affiliates
Income Statement [Abstract]
Net revenue	2,096	1,996	1,462
Income before taxes	348	332	225
Net income	280	247	$ 175
Statement of Financial Position [Abstract]
Total Assets	7,290	6,789
Total Liabilities	6,376	5,983
Total Equity	$ 914	$ 806

XML

Investments in Unconsolidated Subsidiaries and Affiliates - Additional Information (Details)	Dec. 31, 2022
Al Ghazi Tractors Ltd.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	43.20%
Turk Traktor re Ziraat Makineteri A.S.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	37.50%
New Holland HFT Japan Inc.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
CNH de Mexico S.A. de C.V.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
CIFINS S.p.a
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
CNH Industrial Capital Europe S.A.S.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	24.90%

XML

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Short-term lease expenses	$ 13	$ 5
Operating lease expenses	74	69
Right-of-use asset	225	194
Total	$ 228	$ 196
Other assets	Other assets	Other assets
Other liabilities	Other liabilities	Other liabilities
Weighted average remaining lease term	5 years 10 months 24 days	5 years 6 months
Weighted average discount rate	3.80%	3.60%
Leased assets obtained in exchange for operating lease obligations	$ 114	$ 50
Operating cash outflow for amounts included in the measurement of operating lease obligations	73	68
Depreciation expense on equipment operating leases	$ 207	$ 241	$ 242
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term	3 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term	5 years

XML

Leases - Schedule of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating Lease Liabilities, Payments Due [Abstract]
2023	$ 63
2024	46
2025	37
2026	31
2027	23
2028 and thereafter	59
Total future minimum lease payments	259
Less: Interest	31
Total	$ 228	$ 196

XML

Leases - Summary of Equipment on Operating Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Equipment on operating leases	$ 1,894	$ 2,167
Accumulated depreciation	(392)	(429)
Net equipment on operating leases	$ 1,502	$ 1,738

XML

Leases - Schedule of Future Minimum Lease Payments to be Received (Details) $ in Millions	Dec. 31, 2022 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2023	$ 197
2024	134
2025	72
2026	27
2027	8
2028 and thereafter	0
Total undiscounted lease payments	$ 438

XML

Goodwill and Other Intangibles - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance at beginning	$ 3,210	$ 1,838
Foreign currency translation and other	64	(5)
Acquisitions	48	1,377
Balance at ending	3,322	3,210
Agriculture
Goodwill [Roll Forward]
Balance at beginning	3,020	1,695
Foreign currency translation and other	68	(1)
Acquisitions	48	1,326
Balance at ending	3,136	3,020
Construction
Goodwill [Roll Forward]
Balance at beginning	49	0
Foreign currency translation and other	(3)	(2)
Acquisitions	0	51
Balance at ending	46	49
Financial Services
Goodwill [Roll Forward]
Balance at beginning	141	143
Foreign currency translation and other	(1)	(2)
Acquisitions	0	0
Balance at ending	$ 140	$ 141

XML

Goodwill and Other Intangibles - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Intangible assets, current		$ 500		$ 500
Finite-lived intangible assets, increase (decrease) measurement period adjustment			$ 115
Indefinite-lived intangible assets, increase measurement period adjustment			43
Amortization expense			130	$ 85	$ 72
Estimated amortization expense next year			126
Estimated amortization expense in two years			94
Estimated amortization expense in three years			63
Estimated amortization expense in four years			49
Estimated amortization expense in five years			38
Specialty | Agriculture
Goodwill [Line Items]
Goodwill, period increase	$ 43
Raven and Sampierana | Agriculture
Goodwill [Line Items]
Goodwill, period increase		1,300
Goodwill, purchase accounting adjustments			$ 77
Raven and Sampierana | Construction
Goodwill [Line Items]
Goodwill, period increase		$ 51

XML

Goodwill and Other Intangibles - Other Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, gross	$ 2,087	$ 2,141
Other intangible assets subject to amortization, accumulated amortization	1,395	1,328
Other intangible assets subject to amortization, net	692	813
Total other intangible assets, gross	2,524	2,535
Other intangible assets not subject to amortization	1,395	1,328
Total other intangible assets, net	1,129	$ 1,207
Minimum
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, weighted average life		5 years
Maximum
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, weighted average life		25 years
In-process research and development
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Total other intangible assets, gross	165	$ 122
Total other intangible assets, net	165	122
Trademarks
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Total other intangible assets, gross	272	272
Total other intangible assets, net	$ 272	272
Dealer networks
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, weighted average life	15 years
Other intangible assets subject to amortization, gross	$ 291	290
Other intangible assets subject to amortization, accumulated amortization	242	231
Other intangible assets subject to amortization, net	49	59
Patents, concessions, licenses and other
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, gross	1,796	1,851
Other intangible assets subject to amortization, accumulated amortization	1,153	1,097
Other intangible assets subject to amortization, net	$ 643	$ 754
Patents, concessions, licenses and other | Minimum
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, weighted average life	5 years
Patents, concessions, licenses and other | Maximum
Schedule Of Indefinite And Finite Lived Intangible Assets [Line Items]
Other intangible assets subject to amortization, weighted average life	25 years

XML

Debt - Additional Information (Details) € in Millions, R$ in Millions, $ in Millions, $ in Millions, $ in Millions		1 Months Ended						12 Months Ended
	Mar. 31, 2019 USD ($) option	Dec. 31, 2022 USD ($)	Nov. 30, 2022 BRL (R$)	Sep. 30, 2022 BRL (R$)	May 31, 2022 BRL (R$)	Apr. 30, 2022 BRL (R$)	Mar. 31, 2019 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 BRL (R$)	Oct. 31, 2022 USD ($)	Dec. 31, 2021 EUR (€)	Sep. 30, 2021 AUD ($)	Sep. 30, 2021 CAD ($)	Jul. 31, 2021 AUD ($)	May 31, 2021 USD ($)	Feb. 26, 2021 EUR (€)	Mar. 31, 2019 EUR (€)
Debt Instrument [Line Items]
Weighted-average interest rate on consolidated debt		3.50%						2.30%	3.50%		2.30%
Other debt		$ 1,200						$ 1,100
Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$				R$ 700		R$ 600
1.450% Notes Due in 2026 | CNH Industrial Capital LLC
Debt Instrument [Line Items]
Revolving credit facility, amount															$ 600
Bonds, interest rate															1.45%
Debt instrument principal amount of issue price percentage															99.208%
1.75% Notes Due in 2024, Note 1 | CNH Industrial Capital Australia Pty Limited
Debt Instrument [Line Items]
Revolving credit facility, amount														$ 200
Bonds, interest rate														1.75%
Debt instrument principal amount of issue price percentage														99.863%
1.75% Notes Due in 2024, Note 2 | CNH Industrial Capital Australia Pty Limited
Debt Instrument [Line Items]
Revolving credit facility, amount												$ 50
Bonds, interest rate												1.75%	1.75%
Debt instrument principal amount of issue price percentage												101.069%	101.069%
1.50% Notes Due in 2024 | CNH Industrial Capital Canada Ltd.
Debt Instrument [Line Items]
Revolving credit facility, amount													$ 300
Bonds, interest rate												1.50%	1.50%
Debt instrument principal amount of issue price percentage												99.936%	99.936%
15.350% Notes Due April 2024 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$						R$ 177
15.350% Notes Due April 2024 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate						0.90%
14.900% Notes Due April 2025 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$						R$ 423
14.900% Notes Due April 2025 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate						1.10%
14.900% Notes Due May 2025 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$					R$ 350
14.900% Notes Due May 2025 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate					1.10%
3.950% Notes Due in 2025 | CNH Industrial Capital LLC
Debt Instrument [Line Items]
Revolving credit facility, amount															$ 500
Bonds, interest rate															3.95%
Debt instrument principal amount of issue price percentage															99.469%
15.070% Notes Due September 2024 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$				R$ 268
Bonds, interest rate				0.90%
14.840% Notes Due September 2025 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$				R$ 193
14.840% Notes Due September 2025 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.05%
15.130% Notes Due September 2026 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$				R$ 239
15.130% Notes Due September 2026 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.30%
5.450% Notes Due in 2025 | CNH Industrial Capital LLC
Debt Instrument [Line Items]
Revolving credit facility, amount										$ 400
Bonds, interest rate										5.45%
Debt instrument principal amount of issue price percentage										99.349%
0.000% Bonds Due October 2025 | CNH Industrial Capital Argentina S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount										$ 23
Bonds, interest rate										0.00%
3.500% Notes Due November 2025 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$			R$ 22
3.500% Notes Due November 2025 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			1.05%
14.620% Notes Due December 2024 | Banco CNH Industrial Capital S.A.
Debt Instrument [Line Items]
Revolving credit facility, amount | R$									R$ 190
14.620% Notes Due December 2024 | Banco CNH Industrial Capital S.A. | Brazilian Interbank Deposit (CDI) Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.85%
Revolving Credit Facility | 2024 Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, term							5 years
Revolving credit facility, amount	$ 4,500						$ 4,500										€ 4,000.0
Number of years in each extension period | option	2
Credit facility extension period (in years)	1 year
Revolving Credit Facility | March 2026 Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, amount | €																€ 3,950.5
Revolving Credit Facility | March 2025 Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, amount | €																€ 49.5
Revolving Credit Facility | New Credit Facility
Debt Instrument [Line Items]
Credit facility, term								5 years
Revolving credit facility, amount | €											€ 1,750.0
Asset-Backed Facilities
Debt Instrument [Line Items]
Credit facility		$ 2,900						$ 3,900
Credit facility utilized amount		2,100						2,800
Asset Backed Facilities, Excluding Related Parties
Debt Instrument [Line Items]
Credit facility								3,000
Credit facility utilized amount								2,000
Financial Services | Unsecured Credit Facilities
Debt Instrument [Line Items]
Credit facility		$ 5,100						$ 5,200

XML

Debt - Summary of Issued Bond Outstanding (Details) € in Millions, R$ in Millions, $ in Millions, $ in Millions, $ in Millions	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Dec. 31, 2022 CAD ($)	Dec. 31, 2022 AUD ($)	Dec. 31, 2022 BRL (R$)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt	$ 22,962					$ 20,897
Industrial Activities
Debt Instrument [Line Items]
Debt	4,972					5,485
Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	4,836
Hedging effects, bond premium/discount, and unamortized issuance costs	(70)
Financial Services
Debt Instrument [Line Items]
Debt	18,941					$ 15,743
Financial Services | Bonds
Debt Instrument [Line Items]
Debt	4,046
Hedging effects, bond premium/discount, and unamortized issuance costs	(66)
2.875% Notes Due May 2023 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 393	€ 369
Coupon rate	2.875%	2.875%	2.875%	2.875%	2.875%
0.000% Notes Due April 2024 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 800	€ 750
Coupon rate	0.00%	0.00%	0.00%	0.00%	0.00%
1.750% Notes Due September 2025 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 694	€ 650
Coupon rate	1.75%	1.75%	1.75%	1.75%	1.75%
3.500% Notes Due November 2025 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 107	€ 100
Coupon rate	3.50%	3.50%	3.50%	3.50%	3.50%
1.875% Notes Due January 2026 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 533	€ 500
Coupon rate	1.875%	1.875%	1.875%	1.875%	1.875%
1.875% Notes Due January 2026 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 500
Coupon rate	1.875%	1.875%	1.875%	1.875%	1.875%
1.750% Bonds Due March 2027 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 640	€ 600
Coupon rate	1.75%	1.75%	1.75%	1.75%	1.75%
3.875% Notes Due April 2028 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 53	€ 50
Coupon rate	3.875%	3.875%	3.875%	3.875%	3.875%
1.625% Bonds Due July 2029 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 533	€ 500
Coupon rate	1.625%	1.625%	1.625%	1.625%	1.625%
2.200% Bonds Due July 2039 | CNH Industrial Finance Europe S.A. | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 53	€ 50
Coupon rate	2.20%	2.20%	2.20%	2.20%	2.20%
4.500% Notes Due August 2023 | C H N Industrial N V | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 600
Coupon rate	4.50%	4.50%	4.50%	4.50%	4.50%
3.850% Notes Due November 2027 | C H N Industrial N V | Industrial Activities | Bonds
Debt Instrument [Line Items]
Debt	$ 500
Coupon rate	3.85%	3.85%	3.85%	3.85%	3.85%
1.950% Notes Due July 2023 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 600
Coupon rate	1.95%	1.95%	1.95%	1.95%	1.95%
4.200% Notes Due January 2024 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 500
Coupon rate	4.20%	4.20%	4.20%	4.20%	4.20%
3.950% Notes Due May 2025 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 500
Coupon rate	3.95%	3.95%	3.95%	3.95%	3.95%
5.450% Notes Due October 2025 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 400
Coupon rate	5.45%	5.45%	5.45%	5.45%	5.45%
1.450% Notes Due July 2026 | CNH Industrial Capital LLC | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 600
Coupon rate	1.45%	1.45%	1.45%	1.45%	1.45%
1.500% Notes Due October 2024 | CNH Industrial Capital Canada Ltd. | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 222		$ 300
Coupon rate	1.50%	1.50%	1.50%	1.50%	1.50%
1.750% Notes Due July 2024 | CNH Industrial Capital Australia Pty Limited | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 170			$ 250
Coupon rate	1.75%	1.75%	1.75%	1.75%	1.75%
0.000% Notes Due 2023/2025 | CNH Industrial Capital Argentina S.A. | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 31
Coupon rate	0.00%	0.00%	0.00%	0.00%	0.00%
8.120% Notes Due 2023/2028 | Banco CNH Industrial Capital S.A. | Financial Services | Bonds
Debt Instrument [Line Items]
Coupon rate	8.12%	8.12%	8.12%	8.12%	8.12%
15.350% Notes Due 2023/2028 | Banco CNH Industrial Capital S.A. | Financial Services | Bonds
Debt Instrument [Line Items]
Coupon rate	15.35%	15.35%	15.35%	15.35%	15.35%
8.120% 15.350% Notes Due 2023/2028 | Banco CNH Industrial Capital S.A. | Financial Services | Bonds
Debt Instrument [Line Items]
Debt	$ 589				R$ 3,077

XML

Debt - Summary of Total Debt (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total Debt	$ 22,962	$ 20,897
Payables to Iveco Group	156	502
Total Debt (Including Payables to Iveco Group)	23,118	21,399
Total Bonds
Debt Instrument [Line Items]
Total Debt	8,882	8,464
Asset-backed debt
Debt Instrument [Line Items]
Total Debt	9,751	8,875
Other debt
Debt Instrument [Line Items]
Total Debt	4,329	3,558
Intersegment debt
Debt Instrument [Line Items]
Total Debt	0	0
Industrial Activities
Debt Instrument [Line Items]
Total Debt	4,972	5,485
Payables to Iveco Group	5	334
Total Debt (Including Payables to Iveco Group)	4,977	5,819
Industrial Activities | Total Bonds
Debt Instrument [Line Items]
Total Debt	4,836	5,184
Industrial Activities | Asset-backed debt
Debt Instrument [Line Items]
Total Debt	0	0
Industrial Activities | Other debt
Debt Instrument [Line Items]
Total Debt	73	151
Industrial Activities | Intersegment debt
Debt Instrument [Line Items]
Total Debt	63	150
Financial Services
Debt Instrument [Line Items]
Total Debt	18,941	15,743
Payables to Iveco Group	151	168
Total Debt (Including Payables to Iveco Group)	19,092	15,911
Financial Services | Total Bonds
Debt Instrument [Line Items]
Total Debt	4,046	3,280
Financial Services | Asset-backed debt
Debt Instrument [Line Items]
Total Debt	9,751	8,875
Financial Services | Other debt
Debt Instrument [Line Items]
Total Debt	4,256	3,407
Financial Services | Intersegment debt
Debt Instrument [Line Items]
Total Debt	$ 888	$ 181

XML

Debt - Minimum Annual Repayments of Debt (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Payables to Iveco Group N.V	$ 156	$ 502
Intersegment	22,962	20,897
Total	23,118	21,399
Operating Segments
Debt Instrument [Line Items]
2023	9,588
2024	4,339
2025	3,470
2026	2,666
2027	1,765
2028	1,134
Payables to Iveco Group N.V	156
Intersegment
Debt Instrument [Line Items]
Intersegment	0
Industrial Activities
Debt Instrument [Line Items]
Payables to Iveco Group N.V	5	334
Intersegment	4,972	5,485
Total	4,977	5,819
Industrial Activities | Operating Segments
Debt Instrument [Line Items]
2023	1,032
2024	800
2025	800
2026	533
2027	1,101
2028	643
Payables to Iveco Group N.V	5
Industrial Activities | Intersegment
Debt Instrument [Line Items]
Intersegment	63
Financial Services
Debt Instrument [Line Items]
Payables to Iveco Group N.V	151	168
Intersegment	18,941	15,743
Total	19,092	$ 15,911
Financial Services | Operating Segments
Debt Instrument [Line Items]
2023	8,556
2024	3,539
2025	2,670
2026	2,133
2027	664
2028	491
Payables to Iveco Group N.V	151
Financial Services | Intersegment
Debt Instrument [Line Items]
Intersegment	$ 888

XML

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Income Tax Expense (Benefit)		$ 747	$ 229	$ 85
Undistributed earnings in subsidiaries	$ 9,000	9,000
Deferred income taxes		(72)	(269)	(100)
Deferred tax liability on total undistributed earnings	109	109
Deferred taxes	13	13
Deferred tax assets, valuation allowances	343	343	438
Gross tax loss carry forwards with indefinite lives	628	628
Unrecognized tax benefits, that would affect effective tax rate, if recognized	153	153
Income tax related interest and penalties recognized expense		6	(2)	4
Income tax related interest and penalties accrued	19	19	$ 13	$ 23
2023
Income Tax Disclosure [Line Items]
Gross tax loss carry forwards, subject to expiration	40	40
2024
Income Tax Disclosure [Line Items]
Gross tax loss carry forwards, subject to expiration	33	33
2025
Income Tax Disclosure [Line Items]
Gross tax loss carry forwards, subject to expiration	23	23
2026
Income Tax Disclosure [Line Items]
Gross tax loss carry forwards, subject to expiration	17	17
2026 and beyond
Income Tax Disclosure [Line Items]
Gross tax loss carry forwards, subject to expiration	296	296
Tax credit carryforward expiring year 2024
Income Tax Disclosure [Line Items]
Tax credit carry forwards, subject to expiration	48	48
Subsidiaries Outside U.K.
Income Tax Disclosure [Line Items]
Deferred income taxes		$ 0
U.K
Income Tax Disclosure [Line Items]
Statutory federal income tax rate		19.00%	19.00%	19.00%
Italy
Income Tax Disclosure [Line Items]
Income tax expense (benefit), recognition of deferred tax assets	$ (55)
BRAZIL
Income Tax Disclosure [Line Items]
Income tax expense (benefit), recognition of deferred tax assets			$ (161)

XML

Income Taxes - Sources of Income (Loss) Before Taxes and Equity in Income (Loss) of Unconsolidated Subsidiaries and Affiliates (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Parent country source	$ 143	$ 161	$ (97)
Foreign sources	2,539	1,778	(82)
Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates	$ 2,682	$ 1,939	$ (179)

XML

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current income taxes	$ 819	$ 498	$ 185
Deferred income taxes	(72)	(269)	(100)
Total income tax provision (benefit)	$ 747	$ 229	$ 85

XML

Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Tax provision at the parent statutory rate	$ 510	$ 368	$ (34)
Foreign income taxed at different rates	243	136	34
Change in valuation allowance	(70)	(207)	6
Tax contingencies	58	(18)	(8)
Tax credits and incentives	(54)	(79)	(25)
Goodwill impairment	0	0	111
Change in tax rate or law	0	(5)	0
Other	60	34	1
Total income tax provision (benefit)	$ 747	$ 229	$ 85

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Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Warranty and campaigns	$ 86	$ 84
Allowance for credit losses	108	83
Marketing and sales incentive programs	359	293
Other risk and future charges reserve	40	42
Pension, postretirement and postemployment benefits	87	146
Leasing liabilities	55	49
Research and development costs	139	27
Other reserves	251	335
Tax credits and loss carry forwards	266	388
Less: Valuation allowances	(343)	(438)
Total deferred tax assets	1,048	1,009
Deferred tax liabilities:
Property, plant and equipment	370	414
Intangibles	180	190
Inventories	70	92
Other	80	47
Total deferred tax liabilities	700	743
Net deferred tax assets	$ 348	$ 266

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Income Taxes - Net Deferred Tax Assets Reflected in Consolidated Balance Sheets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 433	$ 421
Deferred tax liabilities	(85)	(125)
Other liabilities	0	(30)
Net deferred tax assets	$ 348	$ 266

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Income Taxes - Reconciliation of Gross Amounts of Tax Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, beginning of year	$ 143	$ 179
Additions based on tax positions related to the current year	16	17
Additions for tax positions of prior years	35	9
Reductions for tax positions of prior years	(16)	(24)
Reductions for tax positions as a result of lapse of statute	(2)	(1)
Settlements	(14)	(37)
Balance, end of year	$ 162	$ 143

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Employee Benefit Plans and Postretirement Benefits - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended	12 Months Ended
	Apr. 16, 2018	Aug. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Expense on defined contribution plan			$ 115.0	$ 97.0	$ 88.0
Increase (decrease) in benefit obligation					550.0
Defined benefit plan, plan assets, increase (decrease) for assets transferred to (from) plan					(550.0)
Pre-tax non-cash settlement charge					$ 125.0
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]					Other, net
Plan amendments	$ 527.0
Amortization period of deferred reduction to retirement benefits payable	4 years 6 months
Amortization of benefits modification			90.0	119.0	$ 119.0
Defined benefit plan benefit obligation period increase (decrease)				1.3	(7.8)
US Retiree Medical Plan
Defined Benefit Plan Disclosure [Line Items]
Plan amendments				$ 100.0
Amortization period of deferred reduction to retirement benefits payable				4 years
Amortization of benefits modification			24.0	$ 6.0
RHRA Benefit
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, plan assets, increase (decrease) for assets transferred to (from) plan		$ (27.0)
Pre-tax non-cash settlement charge		$ 3.0
Pension
Defined Benefit Plan Disclosure [Line Items]
Pre-tax non-cash settlement charge			(3.0)	0.0	125.0
Plan amendments			0.0	0.0
Total accumulated benefit obligation			1,156.0	1,826.0
Defined benefit plan benefit obligation period increase (decrease)				0.5	(8.6)
Employer contributions			48.0
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Pre-tax non-cash settlement charge			3.0	0.0	0.0
Plan amendments			(6.0)	(100.0)
Defined benefit plan benefit obligation period increase (decrease)				0.8	0.8
Employer contributions			15.0
Other
Defined Benefit Plan Disclosure [Line Items]
Pre-tax non-cash settlement charge			1.0	2.0	$ 2.0
Plan amendments			0.0	$ 0.0
Employer contributions			$ 7.0

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Employee Benefit Plans and Postretirement Benefits - Defined Benefit Pension, Healthcare and Other Plans (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 16, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Change in benefit obligations:
Plan amendments	$ 527
Change in the fair value of plan assets:
Beginning plan assets		$ 1,604
Ending plan assets		1,037	$ 1,604
Pension
Change in benefit obligations:
Beginning benefit obligation		1,843	1,984
Service cost		11	13	$ 14
Interest cost		27	19	39
Plan participants’ contributions		1	1
Actuarial loss (gain)		(476)	(56)
Gross benefits paid		(77)	(75)
Plan amendments		0	0
Currency translation adjustments and other		(154)	(43)
Ending benefit obligation		1,175	1,843	1,984
Change in the fair value of plan assets:
Beginning plan assets		1,474	1,451
Actual return on plan assets		(357)	65
Employer contributions		46	43
Plan participants’ contributions		1	1
Gross benefits paid		(65)	(61)
Currency translation adjustments and other		(120)	(25)
Ending plan assets		979	1,474	1,451
Funded status		(196)	(369)
Healthcare
Change in benefit obligations:
Beginning benefit obligation		281	409
Service cost		4	4	4
Interest cost		6	6	10
Plan participants’ contributions		4	6
Actuarial loss (gain)		(52)	(19)
Gross benefits paid		(28)	(36)
Plan amendments		(6)	(100)
Currency translation adjustments and other		(28)	11
Ending benefit obligation		181	281	409
Change in the fair value of plan assets:
Beginning plan assets		130	145
Actual return on plan assets		(21)	9
Employer contributions		0	0
Plan participants’ contributions		0	0
Gross benefits paid		(9)	(9)
Currency translation adjustments and other		(42)	(15)
Ending plan assets		58	130	145
Funded status		(123)	(151)
Other
Change in benefit obligations:
Beginning benefit obligation		113	130
Service cost		5	6	6
Interest cost		1	1	1
Plan participants’ contributions		0	0
Actuarial loss (gain)		(15)	(1)
Gross benefits paid		(7)	(9)
Plan amendments		0	0
Currency translation adjustments and other		(8)	(14)
Ending benefit obligation		89	113	130
Change in the fair value of plan assets:
Beginning plan assets		0	0
Actual return on plan assets		0	0
Employer contributions		0	0
Plan participants’ contributions		0	0
Gross benefits paid		0	0
Currency translation adjustments and other		0	0
Ending plan assets		0	0	$ 0
Funded status		$ (89)	$ (113)

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Employee Benefit Plans and Postretirement Benefits - Defined Benefit Pension Plans by Geographical Area (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 16, 2018	Dec. 31, 2022	Dec. 31, 2021
Change in benefit obligations:
Plan amendments	$ 527
Change in the fair value of plan assets:
Beginning plan assets		$ 1,604
Ending plan assets		1,037	$ 1,604
U.S.
Change in benefit obligations:
Beginning benefit obligation		174	177
Service cost		3	3
Interest cost		5	4
Plan participants’ contributions		0	0
Actuarial loss (gain)		(51)	(15)
Gross benefits paid		(3)	5
Plan amendments		0	0
Currency translation adjustments and other		0	0
Ending benefit obligation		128	174
Change in the fair value of plan assets:
Beginning plan assets		205	204
Actual return on plan assets		(43)	(4)
Employer contributions		0	0
Plan participants’ contributions		0	0
Gross benefits paid		(3)	5
Currency translation adjustments and other		0	0
Ending plan assets		159	205
Funded status:		31	31
U.K
Change in benefit obligations:
Beginning benefit obligation		1,288	1,353
Service cost		0	0
Interest cost		20	14
Plan participants’ contributions		0	0
Actuarial loss (gain)		(360)	(11)
Gross benefits paid		(48)	(51)
Plan amendments		0	0
Currency translation adjustments and other		(130)	(17)
Ending benefit obligation		770	1,288
Change in the fair value of plan assets:
Beginning plan assets		1,057	1,029
Actual return on plan assets		(292)	57
Employer contributions		39	35
Plan participants’ contributions		0	0
Gross benefits paid		(48)	(51)
Currency translation adjustments and other		(106)	(13)
Ending plan assets		650	1,057
Funded status:		(120)	(231)
Germany
Change in benefit obligations:
Beginning benefit obligation		157	196
Service cost		0	0
Interest cost		1	0
Plan participants’ contributions		0	0
Actuarial loss (gain)		(29)	(12)
Gross benefits paid		(11)	(14)
Plan amendments		0	0
Currency translation adjustments and other		(10)	(13)
Ending benefit obligation		108	157
Change in the fair value of plan assets:
Beginning plan assets		4	5
Actual return on plan assets		0	0
Employer contributions		0	0
Plan participants’ contributions		0	0
Gross benefits paid		0	0
Currency translation adjustments and other		0	(1)
Ending plan assets		4	4
Funded status:		(104)	(153)
Other
Change in benefit obligations:
Beginning benefit obligation		224	258
Service cost		8	10
Interest cost		1	1
Plan participants’ contributions		1	1
Actuarial loss (gain)		(36)	(18)
Gross benefits paid		(15)	(15)
Plan amendments		0	0
Currency translation adjustments and other		(14)	(13)
Ending benefit obligation		169	224
Change in the fair value of plan assets:
Beginning plan assets		208	213
Actual return on plan assets		(22)	12
Employer contributions		7	8
Plan participants’ contributions		1	1
Gross benefits paid		(14)	(15)
Currency translation adjustments and other		(14)	(11)
Ending plan assets		166	208
Funded status:		$ (3)	$ (16)

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Employee Benefit Plans and Postretirement Benefits - Net Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Pension, postretirement and other postemployment benefits	$ (449)	$ (673)
Pension
Defined Benefit Plan Disclosure [Line Items]
Other assets	41	40
Pension, postretirement and other postemployment benefits	(237)	(409)
Net liability recognized at end of year	(196)	(369)
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Other assets	0	0
Pension, postretirement and other postemployment benefits	(123)	(151)
Net liability recognized at end of year	(123)	(151)
Other
Defined Benefit Plan Disclosure [Line Items]
Other assets	0	0
Pension, postretirement and other postemployment benefits	(89)	(113)
Net liability recognized at end of year	$ (89)	$ (113)

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Employee Benefit Plans and Postretirement Benefits - Pre-tax Amounts Recognized in Accumulated Other Comprehensive Income (Loss) (Details) $ in Millions	Dec. 31, 2022 USD ($)
Pension
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial losses (gains)	$ 359
Unrecognized prior service credit	(2)
Accumulated other comprehensive loss	357
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial losses (gains)	1
Unrecognized prior service credit	(86)
Accumulated other comprehensive loss	(85)
Other
Defined Benefit Plan Disclosure [Line Items]
Unrecognized actuarial losses (gains)	(11)
Unrecognized prior service credit	(7)
Accumulated other comprehensive loss	$ (18)

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Employee Benefit Plans and Postretirement Benefits - Accumulated Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Accumulated benefit obligation	$ 888	$ 1,505
Fair value of plan assets	$ 656	$ 1,102

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Employee Benefit Plans and Postretirement Benefits - Projected Benefit Obligations in Excess of Plan Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 656	$ 1,102
Pension
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	969	1,607
Fair value of plan assets	733	1,198
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	181	281
Fair value of plan assets	58	130
Other
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	89	113
Fair value of plan assets	$ 0	$ 0

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Employee Benefit Plans and Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization of:
Settlement loss and other			$ 125
Pension
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 11	$ 13	14
Interest cost	27	19	39
Expected return on assets	(47)	(53)	(69)
Amortization of:
Prior service cost (credit)	0	0	0
Actuarial loss (gain)	19	25	34
Settlement loss and other	(3)	0	125
Net periodic benefit cost (credit)	7	4	143
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	4	4
Interest cost	6	6	10
Expected return on assets	(5)	(7)	(7)
Amortization of:
Prior service cost (credit)	(126)	(136)	(130)
Actuarial loss (gain)	1	3	2
Settlement loss and other	3	0	0
Net periodic benefit cost (credit)	(117)	(130)	(121)
Other
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	6	6
Interest cost	1	1	1
Expected return on assets	0	0	0
Amortization of:
Prior service cost (credit)	0	0	(1)
Actuarial loss (gain)	(2)	2	1
Settlement loss and other	1	2	2
Net periodic benefit cost (credit)	$ 5	$ 11	$ 9

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Employee Benefit Plans and Postretirement Benefits - Net Periodic Benefit Cost Recognized in Net Income and Other Changes in Plan Assets and Benefit Obligations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Benefit adjustments included in other comprehensive (income) loss:
Total recognized in other comprehensive (income) loss	$ (29)	$ (109)	$ 10
Pension
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost	7	4	143
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	(19)
Amortization of actuarial losses	(70)
Amortization of prior service (cost) credit	0
Currency translation adjustments and other	(46)
Total recognized in other comprehensive (income) loss	(135)
Total recognized in comprehensive loss	(128)
Healthcare
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost	(117)	(130)	(121)
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	(1)
Amortization of actuarial losses	(29)
Amortization of prior service (cost) credit	120
Currency translation adjustments and other	0
Total recognized in other comprehensive (income) loss	90
Total recognized in comprehensive loss	(27)
Other
Defined Benefit Plan Disclosure [Line Items]
Net periodic benefit cost	5	$ 11	$ 9
Benefit adjustments included in other comprehensive (income) loss:
Net actuarial losses (gains)	1
Amortization of actuarial losses	(16)
Amortization of prior service (cost) credit	0
Currency translation adjustments and other	1
Total recognized in other comprehensive (income) loss	(14)
Total recognized in comprehensive loss	$ (9)

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Employee Benefit Plans and Postretirement Benefits - Assumptions Utilized in Determining the Funded Status and Net Periodic Cost of Defined Benefit Pension Plans and Other Postretirement Benefit Plans (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pension plans
Assumptions used to determine funded status at December 31
Weighted-average discount rate	4.64%	1.79%	1.25%
Weighted-average rate of compensation increase	3.03%	2.41%	2.26%
Assumptions used to determine expense
Weighted-average discount rates - service cost	1.32%	0.94%	1.39%
Weighted-average discount rates - interest cost	1.59%	0.98%	1.81%
Weighted-average rate of compensation increase	2.41%	2.26%	3.24%
Weighted-average long-term rates of return on plan assets	3.42%	3.71%	4.08%
Healthcare plans
Assumptions used to determine funded status at December 31
Weighted-average discount rate	5.28%	2.59%	2.16%
Weighted-average rate of compensation increase	4.00%	4.00%
Weighted-average, initial healthcare cost trend rate	5.12%	4.18%	4.39%
Weighted-average, ultimate healthcare cost trend rate	4.00%	3.58%	3.95%
Assumptions used to determine expense
Weighted-average discount rates - service cost	3.15%	2.57%	3.27%
Weighted-average discount rates - interest cost	2.87%	1.55%	2.62%
Weighted-average rate of compensation increase	4.00%
Weighted-average long-term rates of return on plan assets	4.76%	4.85%	5.00%
Weighted-average, initial healthcare cost trend rate	4.18%	4.39%	4.68%
Weighted-average, ultimate healthcare cost trend rate	3.58%	3.95%	4.20%
Other
Assumptions used to determine funded status at December 31
Weighted-average discount rate	4.11%	1.12%	0.59%
Weighted-average rate of compensation increase	3.19%	2.33%	2.08%
Assumptions used to determine expense
Weighted-average discount rates - service cost	1.36%	0.77%	0.92%
Weighted-average discount rates - interest cost	0.99%	0.47%	0.61%
Weighted-average rate of compensation increase	2.33%	2.08%	2.14%

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Employee Benefit Plans and Postretirement Benefits - Weighted Average Target Asset Allocation For All Plans (Details)	Dec. 31, 2022
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Asset allocation for all plans in asset categories	8.00%
Debt securities
Defined Benefit Plan Disclosure [Line Items]
Asset allocation for all plans in asset categories	49.00%
Cash/Other
Defined Benefit Plan Disclosure [Line Items]
Asset allocation for all plans in asset categories	43.00%

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Employee Benefit Plans and Postretirement Benefits - Summary of Fair Value of Plan Assets by Asset Category and Level Within Fair Value Hierarchy (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	$ 1,037	$ 1,604
Total Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Non-U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Total Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	75	137
U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	7	72
U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	20	7
Non-U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	29	40
Non-U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	13	18
Mortgage backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	3	0
Other fixed income
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	3	0
Total Other types of investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	941	1,432
Mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	901	1,387
Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	40	45
Derivatives—credit contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Real estate
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	21	35
Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	34	96
Level 1 | Total Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Non-U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Total Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	28	81
Level 1 | U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	6	72
Level 1 | U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	15	0
Level 1 | Non-U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	7	9
Level 1 | Non-U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Mortgage backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Other fixed income
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Total Other types of investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Derivatives—credit contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Real estate
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 1 | Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	6	15
Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	963	1,463
Level 2 | Total Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | Non-U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | Total Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	47	56
Level 2 | U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	1	0
Level 2 | U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	5	7
Level 2 | Non-U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	22	31
Level 2 | Non-U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	13	18
Level 2 | Mortgage backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	3	0
Level 2 | Other fixed income
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	3	0
Level 2 | Total Other types of investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	901	1,387
Level 2 | Mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	901	1,387
Level 2 | Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | Derivatives—credit contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | Real estate
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 2 | Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	15	20
Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	40	45
Level 3 | Total Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Non-U.S. equities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Total Fixed income securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Non-U.S. government bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Non-U.S. corporate bonds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Mortgage backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Other fixed income
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Total Other types of investments
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	40	45
Level 3 | Mutual funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	40	45
Level 3 | Derivatives—credit contracts
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Real estate
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	0	0
Level 3 | Cash
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets by asset category	$ 0	$ 0

XML

Employee Benefit Plans and Postretirement Benefits - Changes in Level 3 Plan Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Beginning plan assets	$ 1,604
Transfers in and/or out of level 3			$ (550)
Ending plan assets	1,037	$ 1,604
Level 3
Defined Benefit Plan Disclosure [Line Items]
Beginning plan assets	45
Ending plan assets	40	45
Level 3 | Insurance contracts
Defined Benefit Plan Disclosure [Line Items]
Beginning plan assets	45	48
Actual return on plan assets relating to assets still held at reporting date	(1)	0
Purchases	4	4
Settlements	(7)	(5)
Transfers in and/or out of level 3	0	0
Currency impact	(1)	(2)
Ending plan assets	$ 40	$ 45	$ 48

XML

Employee Benefit Plans and Postretirement Benefits - Cash Flows Related to Total Benefits Expected to be Paid (Details) $ in Millions	Dec. 31, 2022 USD ($)
Pension
Defined Benefit Plan Disclosure [Line Items]
2023	$ 73
2024	70
2025	73
2026	74
2027	84
2028 - 2032	402
Total	776
Healthcare
Defined Benefit Plan Disclosure [Line Items]
2023	19
2024	18
2025	18
2026	17
2027	17
2028 - 2032	84
Total	173
Other
Defined Benefit Plan Disclosure [Line Items]
2023	7
2024	8
2025	8
2026	8
2027	8
2028 - 2032	43
Total	$ 82

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Other Liabilities - Summary of Other Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Warranty and campaign programs	$ 544	$ 526	$ 507
Marketing and sales incentive programs	1,556	1,325
Tax payables	506	671
Accrued expenses and deferred income	700	559
Accrued employee benefits	535	546
Lease liabilities	228	196
Legal reserves and other provisions	263	187
Contract reserve	16	12
Contract liabilities	33	20
Restructuring reserve	30	29	$ 26	$ 61
Other	436	692
Total	$ 4,847	$ 4,763

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Other Liabilities - Summary of Recorded Activity for Basic Warranty and Accruals for Campaign Programs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance, beginning of year	$ 526	$ 507
Current year additions	475	417
Claims paid	(440)	(382)
Currency translation adjustment and other	(17)	(16)
Balance, end of year	$ 544	$ 526

XML

Other Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 31	$ 35	$ 22
Agriculture
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	21	20	13
Construction
Restructuring Cost and Reserve [Line Items]
Restructuring expenses	$ 10	$ 15	$ 9

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Other Liabilities - Restructuring Activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Beginning balance	$ 29	$ 26	$ 61
Restructuring charges	31	35	22
Reserves utilized: cash	(18)	(32)	(57)
Reserves utilized: non-cash	(11)	0	0
Currency translation adjustments	(1)	0	0
Ending balance	30	29	26
Severance and Other Employee Costs
Restructuring Reserve [Roll Forward]
Beginning balance	17	5	40
Restructuring charges	23	34	17
Reserves utilized: cash	(12)	(30)	(47)
Reserves utilized: non-cash	(2)	8	(3)
Currency translation adjustments	(1)	0	(2)
Ending balance	25	17	5
Facility Related Costs
Restructuring Reserve [Roll Forward]
Beginning balance	11	18	28
Restructuring charges	4	0	3
Reserves utilized: cash	(3)	(1)	(8)
Reserves utilized: non-cash	(9)	(6)	0
Currency translation adjustments	0	0	(5)
Ending balance	3	11	18
Other Restructuring
Restructuring Reserve [Roll Forward]
Beginning balance	1	3	(7)
Restructuring charges	4	1	2
Reserves utilized: cash	(3)	(1)	(2)
Reserves utilized: non-cash	0	(2)	3
Currency translation adjustments	0	0	7
Ending balance	$ 2	$ 1	$ 3

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Commitments and Contingencies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) site	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Number of non owned sites (in sites)	66
Number of national priority list (in sites)	16
Number of sites not named as a potentially responsible party (PRP) the company's liability has been resolved or has been deemed de minimis (in sites)	60
Incurred and claims to be resolved over extended period of time	30 years
Environmental reserves | $	$ 25	$ 29
Guarantees at carrying value | $	$ 19	$ 15

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Commitments and Contingencies - Financial Services has Various Agreements to Extend Credit (Details) $ in Millions	Dec. 31, 2022 USD ($)
Wholesale and dealer financing
Line of Credit Facility [Line Items]
Total Credit Limit	$ 6,818
Utilized	3,572
Not Utilized	3,246
Revolving charge accounts
Line of Credit Facility [Line Items]
Total Credit Limit	2,456
Utilized	209
Not Utilized	$ 2,247

XML

Financial Instruments - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Financial instrument maturity period	24 months
AOCI recognized in net sales and cost of goods sold over next twelve months	$ (17)
Inventory write-down	17
Foreign exchange contracts
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notional amount of foreign exchange derivatives	5,900	$ 8,200
Interest rate derivatives
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notional amount of foreign exchange derivatives	6,400	$ 6,400
Nominal amount of hedging instruments affected by reform of benchmark	$ 1,200

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Financial Instruments - Gross Impact of Changes in Fair Value of Derivatives Designated as Cash Flow Hedges on AOCI and Net Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Accumulated Other Comprehensive Income	$ (132)	$ (8)	$ 82
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	(187)	(10)	25
Net sales | Foreign exchange contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Accumulated Other Comprehensive Income	(191)	(57)	96
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	(1)	2	(7)
Cost of goods sold | Foreign exchange contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	(219)	(11)	31
Other, Net | Foreign exchange contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	3	(4)	6
Interest expense | Interest rate contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Gain (Loss) Recognized in Accumulated Other Comprehensive Income	59	49	(14)
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	$ 30	$ 3	$ (5)

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Financial Instruments - Summary of Activity in Accumulated Other Comprehensive Income Related to Derivatives (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Before-Tax Amount
Accumulated derivative net losses, beginning of period	$ (3)	$ (5)	$ (62)
Impact of demerger	19
Net changes in fair value of derivatives	(132)	(8)	82
Net losses reclassified from accumulated other comprehensive income into income	187	10	(25)
Accumulated derivative net losses, end of period	71	(3)	(5)
Income Tax
Accumulated derivative net losses, beginning of period	(14)	(1)	8
Impact of demerger	0
Net changes in fair value of derivatives	4	(12)	(8)
Net losses reclassified from accumulated other comprehensive income into income	(17)	(1)	(1)
Accumulated derivative net losses, end of period	(27)	(14)	(1)
After-Tax Amount
Accumulated derivative net losses, beginning of period	(17)	(6)	(54)
Impact of demerger	19
Net changes in fair value of derivatives	(128)	(20)	74
Net losses reclassified from accumulated other comprehensive income into income	170	9	(26)
Accumulated derivative net losses, end of period	$ 44	$ (17)	$ (6)

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Financial Instruments - Impact of Changes in Fair Value of Fair Value Hedges and Not Designated as Hedging Instruments on Earnings (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Interest expense | Fair Value Hedges | Interest rate contracts
Fair Value Hedges
Interest rate derivatives	$ (104)	$ (47)	$ 31
Other, Net | Foreign exchange contracts | Derivatives not designated as hedging instruments
Not Designated as Hedges
Foreign exchange contracts	$ (16)	$ (11)	$ 86

XML

Financial Instruments - Fair Values of Derivatives (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Derivative assets	$ 189	$ 182
Derivative liabilities	204	181
Derivatives designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative assets	147	142
Derivative liabilities	162	129
Derivatives designated as hedging instruments | Interest rate derivatives
Derivatives, Fair Value [Line Items]
Derivative assets	77	65
Derivative liabilities	106	28
Derivatives designated as hedging instruments | Foreign currency contracts
Derivatives, Fair Value [Line Items]
Derivative assets	70	77
Derivative liabilities	56	101
Derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative assets	42	40
Derivative liabilities	42	52
Derivatives not designated as hedging instruments | Interest rate derivatives
Derivatives, Fair Value [Line Items]
Derivative assets	28	11
Derivative liabilities	28	12
Derivatives not designated as hedging instruments | Foreign currency contracts
Derivatives, Fair Value [Line Items]
Derivative assets	14	29
Derivative liabilities	$ 14	$ 40

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Financial Instruments - Fair Value Hierarchy Levels of Assets and Liabilities Value on Recurring Basis (Details) - Fair Value, measurements, recurring - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	$ 189	$ 182
Total Liabilities	204	181
Foreign exchange derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	84	106
Total Liabilities	70	141
Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	105	76
Total Liabilities	134	40
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	0	0
Total Liabilities	0	0
Level 1 | Foreign exchange derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	0	0
Total Liabilities	0	0
Level 1 | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	0	0
Total Liabilities	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	189	182
Total Liabilities	204	181
Level 2 | Foreign exchange derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	84	106
Total Liabilities	70	141
Level 2 | Interest rate derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Assets	105	76
Total Liabilities	$ 134	$ 40

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Financial Instruments - Fair Value Hierarchy Levels of Assets and Liabilities Value on Nonrecurring Basis (Details) - Fair Value, Nonrecurring - Level 3 - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, fair value	$ 7	$ 0
Property, plant and equipment, losses	$ 17	$ 0

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Financial Instruments - Estimated Fair Values of Instruments Not Carried at Fair Value in Balance Sheets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financing receivables	$ 19,260	$ 15,376
Debt	22,962	20,897
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financing receivables	18,827	15,605
Debt	$ 22,651	$ 21,091

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Shareholders' Equity - Additional Information (Details) € / shares in Units, € in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022 EUR (€) vote € / shares shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares	Feb. 02, 2023 EUR (€) € / shares	Feb. 02, 2023 USD ($)	Dec. 31, 2022 USD ($) shares	Mar. 03, 2022 EUR (€) € / shares	Mar. 03, 2022 USD ($)	Dec. 31, 2019 shares
Class of Stock [Line Items]
Authorized share capital amount | €	€ 40
Common stock, shares authorized (in shares)	2,000,000,000					2,000,000,000
Special voting shares, shares authorized (in shares)	2,000,000,000					2,000,000,000
Special voting shares (in eur per share) | € / shares	€ 0.01
Common and special voting shares	€ 18					$ 25
Common shares, shares issued (in shares)	1,364,400,196					1,364,400,196
Common shares outstanding (in shares)	1,344,240,971	1,356,077,000				1,344,240,971
Treasury stock (in shares)	20,159,225					20,159,225
Special voting shares issued (in shares)	396,474,276					396,474,276
Special voting shares outstanding (in shares)	371,072,953	371,218,250				371,072,953
Retirement of special voting shares (in shares)	145,297	109,904	16,623,012
Capital increase (in shares)	554,023	2,166,529	3,778,354
Number of votes eligible for each common share (in votes) | vote	2
Common shares, registered	3 years
Period in force	18 months
Stock repurchase program percentage of shares authorized to be repurchased	10.00%					10.00%
Common shares repurchased (in shares)	12,400,000
Treasury stock, value | $						$ 227
Dividend declared (in eur per share) | € / shares							€ 0.28
Dividend declared amount							€ 380	$ 412
Subsequent Event
Class of Stock [Line Items]
Dividend declared (in eur per share) | € / shares				€ 0.36
Dividend declared amount				€ 483	$ 511
Special Voting Shares
Class of Stock [Line Items]
Treasury stock (in shares)	25,401,323					25,401,323
Special voting shares outstanding (in shares)	371,072,953	371,218,250	371,328,154			371,072,953			387,951,166
Retirement of special voting shares (in shares)	145,297	109,904	16,623,012

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Shareholders Equity - Changes in the Composition of the Share of CHN Industrial (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common shares, shares outstanding, beginning balance (in shares)	1,356,077,000
Special voting shares, shares outstanding, beginning balance (in shares)	371,218,250
Common and special voting shares, shares outstanding (in shares)	1,727,295,250	1,725,238,625	1,738,083,283
Capital increase (in shares)	554,023	2,166,529	3,778,354
Common stock repurchases (in shares)	(12,390,052)	0	0
Retirement of special voting shares (in shares)	(145,297)	(109,904)	(16,623,012)
Common shares, shares outstanding, ending balance (in shares)	1,344,240,971	1,356,077,000
Special voting shares, shares outstanding, ending balance (in shares)	371,072,953	371,218,250
Common and special voting shares, shares outstanding (in shares)	1,715,313,924	1,727,295,250	1,725,238,625
Common Shares
Class of Stock [Line Items]
Common shares, shares outstanding, beginning balance (in shares)	1,356,077,000	1,353,910,471	1,350,132,117
Capital increase (in shares)	554,023	2,166,529	3,778,354
Common stock repurchases (in shares)	(12,390,052)	0	0
Common shares, shares outstanding, ending balance (in shares)	1,344,240,971	1,356,077,000	1,353,910,471
Loyalty Program Special Voting Rights
Class of Stock [Line Items]
Special voting shares, shares outstanding, beginning balance (in shares)	371,218,250	371,328,154	387,951,166
Common stock repurchases (in shares)			0
Retirement of special voting shares (in shares)	(145,297)	(109,904)	(16,623,012)
Special voting shares, shares outstanding, ending balance (in shares)	371,072,953	371,218,250	371,328,154

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Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions			1 Months Ended	12 Months Ended
	Dec. 14, 2020 installment $ / shares shares	Dec. 04, 2020 installment grant $ / shares shares	Feb. 29, 2020	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) installment $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Apr. 16, 2020 shares	Feb. 28, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense | $				$ 87	$ 78	$ 30
Tax benefit relating to share-based compensation expense | $				11	$ 6	$ 3
Unrecognized share-based compensation expense | $				$ 142
Unrecognized share-based compensation costs weighted-average period				1 year 7 months 6 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awarded (in dollars per share) | $ / shares				$ 13.90	$ 14.39	$ 10.87
Granted (in shares)				2,000,000	1,000,000	5,000,000
CNH EIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)								50,000,000
CNH EIP | Executive Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)							7,000,000
2021-2023 Long Term Incentive Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based award period			3 years
Weighted percentage			50.00%
Payout scale			200.00%
Payout factor percentage			125.00%
Common shares issued (in shares)					3,000,000	5,000,000
Fair value of stock awarded (in dollars per share) | $ / shares					$ 13.13	$ 10.83
2021-2023 Long Term Incentive Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awarded (in dollars per share) | $ / shares	$ 10.96	$ 11.43			$ 16.73
Granted (in shares)	120,000			2,275,329	1,500,000
Vested (in dollars per share) | $ / shares				$ 6.62	$ 11.75
Number of grants | grant		2
Number of installments | installment	3	3			3
Vesting period		3 years
Vested (in shares)	17,000			524,524
Share-based payment arrangement, accelerated cost | $					$ 5
2021-2023 Long Term Incentive Plan | Restricted Stock Units | Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awarded (in dollars per share) | $ / shares	$ 10.76	$ 11.23			$ 14.04
Granted (in shares)		1,100,000			400,000
2021-2023 Long Term Incentive Plan | Restricted Stock Units | Vesting Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awarded (in dollars per share) | $ / shares	$ 10.55	$ 11.02			$ 13.84
Granted (in shares)	103,000	3,300,000			1,200,000
2021-2023 Long Term Incentive Plan | Restricted Stock Units | Vesting Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awarded (in dollars per share) | $ / shares	$ 10.35	$ 10.82			$ 13.66
2022-2024 Long Term Incentive Plan | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted percentage			50.00%
Granted (in shares)				2,500,000
Vested (in dollars per share) | $ / shares				$ 14.04
2022-2024 Long Term Incentive Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				2,300,000
Vested (in dollars per share) | $ / shares				$ 13.90

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Share-Based Compensation - Schedule of Performance-Based Share Activity (Details) - CNH Industrial EIP - Performance Shares - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Jan. 05, 2022
Performance Shares
Nonvested, beginning balance (in shares)	9,421,225	8,564,080
Awards transferred to Iveco Group (in shares)			(1,950,170)
Adjustment to awards for continuing employees (in shares)			1,093,025
Granted (in shares)		2,456,659
Forfeited/Cancelled (in shares)		(173,331)
Vested (in shares)		0
Nonvested, ending balance (in shares)	10,847,408	10,847,408	8,564,080
Weighted Average Grant-Date Fair Value
Nonvested, beginning balance (in dollars per share)	$ 11.55	$ 7.31
Granted (in dollars per share)		14.04
Awards transferred to Iveco Group (in dollars per share)			$ 10.87
Forfeited/Cancelled (in dollars per share)		8.89
Vested (in dollars per share)		0
Nonvested, ending balance (in dollars per share)	$ 8.81	$ 8.81	$ 7.31

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Share-Based Compensation - Schedule of Restricted-Based Share Activity (Details) - Restricted Stock Units - $ / shares			12 Months Ended
	Dec. 14, 2020	Dec. 04, 2020	Dec. 31, 2022	Dec. 31, 2022	Jan. 05, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted Shares
Awards transferred to Iveco Group (in shares)					(1,039,271)
Adjustment to awards for continuing employees (in shares)					485,692
Granted (in shares)			2,000,000			1,000,000	5,000,000
Weighted Average Grant-Date Fair Value
Awards transferred to Iveco Group (in dollars per share)					$ 10.98
Granted (in dollars per share)			$ 13.90			$ 14.39	$ 10.87
2021-2023 Long Term Incentive Plan
Restricted Shares
Nonvested, beginning balance (in shares)			4,370,079	3,816,500
Nonvested as of January 5, 2022 (in shares)			5,423,895	5,423,895	3,816,500	4,370,079
Granted (in shares)	120,000		2,275,329			1,500,000
Forfeited (in shares)			(143,410)
Vested (in shares)	(17,000)		(524,524)
Nonvested, ending balance (in shares)			5,423,895	5,423,895	3,816,500	4,370,079
Weighted Average Grant-Date Fair Value
Nonvested, beginning balance (in dollars per share)			$ 11.72	$ 6.76
Granted (in dollars per share)	$ 10.96	$ 11.43				$ 16.73
Forfeited (in dollars per share)			10.96
Vested (in dollars per share)			6.62			11.75
Nonvested, ending balance (in dollars per share)			$ 9.66	$ 9.66	$ 6.76	$ 11.72

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Share-Based Compensation - Additional Share Based Compensation Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]
Total intrinsic value of options exercised and shares vested	$ 22	$ 35	$ 41
Fair value of shares vested	$ 3	$ 25	$ 42

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Earnings per Share - Computation of Basic EPS and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss) attributable to CNH Industrial	$ 2,029	$ 1,723	$ (493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029	1,792	(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	$ 0	$ (69)	$ (281)
Basic earnings (loss) per share attributable to common shareholders:
Weighted average common shares outstanding—basic (in shares)	1,351	1,354	1,351
Continuing operations (in dollars per share)	$ 1.50	$ 1.32	$ (0.15)
Discontinuing operations (in dollars per share)	0	(0.05)	(0.21)
Basic earnings (loss) per share (in dollars per share)	$ 1.50	$ 1.27	$ (0.36)
Diluted earnings (loss) per share attributable to common shareholders
Net income (loss) attributable to CNH Industrial	$ 2,029	$ 1,723	$ (493)
Net income (loss) attributable to CNH Industrial from continuing operations	2,029	1,792	(212)
Net income (loss) attributable to CNH Industrial from discontinued operations	$ 0	$ (69)	$ (281)
Effect of dilutive securities (when dilutive):
Stock compensation plans (in shares)	11	7	0
Weighted average common shares outstanding—diluted (in shares)	1,362	1,361	1,351
Continuing operations (in dollars per share)	$ 1.49	$ 1.32	$ (0.15)
Discontinuing operations (in dollars per share)	0	(0.05)	(0.21)
Diluted earnings (loss) per share (in dollars per share)	$ 1.49	$ 1.27	$ (0.36)

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Earnings per Share - Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Anti-dilutive securities (in shares)	500	60

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Accumulated Other Comprehensive Income (Loss) - Components of OCI (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Unrealized gain (loss) on cash flow hedges
Gross Amount	$ 56	$ 2	$ 57
Income Taxes	(12)	(13)	(9)
Net Amount	44	(11)	48
Changes in retirement plans’ funded status
Gross Amount	29	109	(10)
Income Taxes	12	(15)	7
Net Amount	41	94	(3)
Foreign currency translation
Gross Amount	158	247	(735)
Income Taxes	0	0	0
Net Amount	158	247	(735)
Share of other comprehensive loss of entities using the equity method
Gross Amount	(25)	(93)	20
Income Taxes	0	0	0
Net Amount	(25)	(93)	20
Other comprehensive income (loss)
Gross Amount	218	265	(668)
Income Taxes	0	(28)	(2)
Other comprehensive income (loss), net of tax	$ 218	$ 237	$ (670)

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Accumulated Other Comprehensive Income (Loss) - Components of AOCI (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	$ 6,808	$ 4,989	$ 6,121
Ending balance	6,927	6,808	4,989
Other comprehensive (income) loss allocated to noncontrolling interests	1	6	4
Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(1,654)
Ending balance		(1,654)
Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	5,154
Ending balance		5,154
Unrealized Gain (Loss) on Cash Flow Hedges
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance		(6)	(54)
Other comprehensive income (loss), before reclassifications	(126)	(20)	74
Reclassification of certain tax effects			0
Amounts reclassified from other comprehensive income	170	9	(26)
Other comprehensive income (loss)	44	(11)	48
Ending balance	46		(6)
Unrealized Gain (Loss) on Cash Flow Hedges | Previously Reported
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(17)
Ending balance		(17)
Unrealized Gain (Loss) on Cash Flow Hedges | Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	19
Ending balance		19
Unrealized Gain (Loss) on Cash Flow Hedges | Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	2
Ending balance		2
Change in Retirement Plans’ Funded  Status
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance		(653)	(650)
Other comprehensive income (loss), before reclassifications	102	202	143
Reclassification of certain tax effects			0
Amounts reclassified from other comprehensive income	(61)	(108)	(146)
Other comprehensive income (loss)	41	94	(3)
Ending balance	(285)		(653)
Change in Retirement Plans’ Funded  Status | Previously Reported
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(559)
Ending balance		(559)
Change in Retirement Plans’ Funded  Status | Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	233
Ending balance		233
Change in Retirement Plans’ Funded  Status | Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(326)
Ending balance		(326)
Foreign  Currency Translation
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance		(1,884)	(1,145)
Other comprehensive income (loss), before reclassifications	159	241	(739)
Reclassification of certain tax effects			0
Amounts reclassified from other comprehensive income	0	0	0
Other comprehensive income (loss)	159	241	(739)
Ending balance	(1,800)		(1,884)
Foreign  Currency Translation | Previously Reported
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(1,643)
Ending balance		(1,643)
Foreign  Currency Translation | Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(316)
Ending balance		(316)
Foreign  Currency Translation | Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(1,959)
Ending balance		(1,959)
Share of Other Comprehensive Income of Entities Using the Equity Method
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance		(133)	(153)
Other comprehensive income (loss), before reclassifications	(25)	(93)	20
Reclassification of certain tax effects			0
Amounts reclassified from other comprehensive income	0	0	0
Other comprehensive income (loss)	(25)	(93)	20
Ending balance	(239)		(133)
Share of Other Comprehensive Income of Entities Using the Equity Method | Previously Reported
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(226)
Ending balance		(226)
Share of Other Comprehensive Income of Entities Using the Equity Method | Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	12
Ending balance		12
Share of Other Comprehensive Income of Entities Using the Equity Method | Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(214)
Ending balance		(214)
Total
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(2,445)	(2,676)	(2,002)
Other comprehensive income (loss), before reclassifications	110	330	(502)
Reclassification of certain tax effects			0
Amounts reclassified from other comprehensive income	109	(99)	(172)
Other comprehensive income (loss)	219	231	(674)
Ending balance	(2,278)	(2,445)	$ (2,676)
Total | Previously Reported
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(2,445)
Ending balance		(2,445)
Total | Revision of Prior Period, Adjustment
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	(52)
Ending balance		(52)
Total | Revision of Prior Period, Adjusted Balance
Accumulated Other Comprehensive Income [Roll Forward]
Beginning balance	$ (2,497)
Ending balance		$ (2,497)

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Accumulated Other Comprehensive Income (Loss) - Schedule of Reclassifications (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net sales	$ 23,551	$ 19,496	$ 14,779
Cost of goods sold	(16,797)	(14,109)	(11,152)
Other, net	(689)	(768)	(750)
Interest expense	(734)	(549)	(660)
Income tax (expense) benefit	(747)	(229)	(85)
Net income (loss)	2,039	1,760	$ (438)
Reclassification out of accumulated other comprehensive income
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net income (loss)	109	(111)
Reclassification out of accumulated other comprehensive income | Cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net sales	1	(2)
Cost of goods sold	219	11
Other, net	(3)	4
Interest expense	(30)	(3)
Income tax (expense) benefit	(17)	(1)
Net income (loss)	170	9
Reclassification out of accumulated other comprehensive income | Change in retirement plans’ funded status:
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Amortization of actuarial losses	18	30
Amortization of prior service cost	(126)	(136)
Reclassification out of accumulated other comprehensive income | Defined benefit plans adjustment including portion attributable to noncontrolling interest
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Income tax (expense) benefit	47	(14)
Net income (loss)	$ (61)	$ (120)

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Segment Reporting - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of segments (in segments) | segment	3
Net sales	$ 23,551	$ 19,496	$ 14,779
U.K
Segment Reporting Information [Line Items]
Net sales	557	548	428
Total long-lived assets	128	132
Total Revenues from external customers in the rest of world
Segment Reporting Information [Line Items]
Net sales	22,994	18,948	$ 14,351
Total long-lived assets	$ 7,357	$ 7,498

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Segment Reporting - Reconciliation of Adjusted EBIT to Net Income for Industrial Activities (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 16, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net income (loss)		$ 2,039	$ 1,760	$ (438)
Income tax expense		(747)	(229)	(85)
Restructuring expenses		31	35	22
Goodwill impairment charge		0	0	585
Net income (loss) from discontinued operations		0	(41)	(240)
Amortization of benefits modification		90	119	119
Amortization period of deferred reduction to retirement benefits payable	4 years 6 months
Reduction of plan liability	$ (527)
Unallocated items, eliminations, and other
Segment Reporting Information [Line Items]
Total Adjusted EBIT of Industrial Activities		(147)	(137)	(113)
Industrial Activities | Operating Segments
Segment Reporting Information [Line Items]
Total Adjusted EBIT of Industrial Activities		2,433	1,763	583
Net income (loss)		2,786	2,030	(113)
Interest expense of Industrial Activities, net of interest income and eliminations		(119)	(118)	(140)
Foreign exchange (gains) losses, net of Industrial Activities		(59)	(1)	(12)
Finance and non-service component of Pension and OPEB costs		124	143	(9)
Restructuring expenses		(31)	(35)	(22)
Goodwill impairment charge		0	0	(585)
Other discrete items of Industrial Activities		(25)	(178)	(256)
Pre-tax non-cash settlement charge				124
Asset Write-downs		43
Business combination, separately recognized transactions, additional disclosures, acquisition cost expensed		25	133
Loss from sale of business, held for sale		22
Gain from sale of business, held for sale		65
Equity, fair value adjustment			12
Industrial Activities | Operating Segments | Raven Industries, Inc.
Segment Reporting Information [Line Items]
Business acquisition, transaction costs			57
Industrial Activities | Operating Segments | 2018 Modification of Healthcare Plan
Segment Reporting Information [Line Items]
Amortization of benefits modification		$ 90	$ 119	119
Amortization period of deferred reduction to retirement benefits payable		4 years 6 months	4 years 6 months
Reduction of plan liability		$ 527	$ 527
Industrial Activities | Operating Segments | 2021 Modification of Healthcare Plan
Segment Reporting Information [Line Items]
Amortization of benefits modification		$ 24	$ 5
Amortization period of deferred reduction to retirement benefits payable		4 years	4 years
Reduction of plan liability		$ 101	$ 101
Agriculture | Operating Segments
Segment Reporting Information [Line Items]
Total Adjusted EBIT of Industrial Activities		2,456	1,810	880
Construction
Segment Reporting Information [Line Items]
Restructuring expenses		10	15	9
Construction | Operating Segments
Segment Reporting Information [Line Items]
Total Adjusted EBIT of Industrial Activities		124	90	(184)
Financial Services | Operating Segments
Segment Reporting Information [Line Items]
Net income (loss)		338	349	243
Income tax expense		$ (125)	$ (107)	$ (85)

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Segment Reporting - Key Information for Financial Services Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net income	$ 2,029	$ 1,723	$ (493)
Interest revenue	2,010	1,694	1,696
Interest expense	734	549	660
Financial Services
Segment Reporting Information [Line Items]
Net income	338	349	243
Interest revenue	1,149	918	964
Interest expense	$ 601	$ 409	$ 485

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Segment Reporting - Revenue from Operating Segments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net sales	$ 21,541	$ 17,802	$ 13,083
Total Revenues	23,551	19,496	14,779
Depreciation and amortization	327	295	298
Expenditures for long-lived assets	461	365	232
Industrial Activities
Segment Reporting Information [Line Items]
Net sales	21,541	17,802	13,083
Depreciation and amortization	325	293	296
Expenditures for long-lived assets	456	360	229
Industrial Activities | Operating Segments
Segment Reporting Information [Line Items]
Net sales	21,541	17,802	13,083
Industrial Activities | Eliminations and other
Segment Reporting Information [Line Items]
Net sales	0	0	(10)
Industrial Activities | Other activities and adjustments
Segment Reporting Information [Line Items]
Depreciation and amortization	0	1	2
Expenditures for long-lived assets	0	0	2
Agriculture
Segment Reporting Information [Line Items]
Depreciation and amortization	287	254	248
Expenditures for long-lived assets	393	307	185
Agriculture | Operating Segments
Segment Reporting Information [Line Items]
Net sales	17,969	14,721	10,923
Construction
Segment Reporting Information [Line Items]
Depreciation and amortization	38	38	46
Expenditures for long-lived assets	63	53	42
Construction | Operating Segments
Segment Reporting Information [Line Items]
Net sales	3,572	3,081	2,170
Financial Services
Segment Reporting Information [Line Items]
Depreciation and amortization	2	2	2
Expenditures for long-lived assets	5	5	3
Financial Services | Operating Segments
Segment Reporting Information [Line Items]
Total Revenues	1,996	1,672	1,660
Financial Services | Eliminations and other
Segment Reporting Information [Line Items]
Total Revenues	$ 14	$ 22	$ 36

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Segment Reporting - Revenue by Geographical Segments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net sales	$ 23,551	$ 19,496	$ 14,779
United States
Segment Reporting Information [Line Items]
Net sales	8,189	6,387	5,054
Italy
Segment Reporting Information [Line Items]
Net sales	592	556	427
France
Segment Reporting Information [Line Items]
Net sales	1,123	1,084	972
Brazil
Segment Reporting Information [Line Items]
Net sales	3,904	2,414	1,553
Germany
Segment Reporting Information [Line Items]
Net sales	674	564	479
Canada
Segment Reporting Information [Line Items]
Net sales	1,530	1,341	918
Australia
Segment Reporting Information [Line Items]
Net sales	982	857	644
Spain
Segment Reporting Information [Line Items]
Net sales	263	283	231
Argentina
Segment Reporting Information [Line Items]
Net sales	565	418	346
Poland
Segment Reporting Information [Line Items]
Net sales	449	425	267
Other
Segment Reporting Information [Line Items]
Net sales	4,723	4,619	3,460
Total Revenues from external customers in the rest of world
Segment Reporting Information [Line Items]
Net sales	$ 22,994	$ 18,948	$ 14,351

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Segment Reporting - Long-lived Assets by Geographical Segments (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
United States
Segment Reporting Information [Line Items]
Total long-lived assets	$ 5,669	$ 5,801
Italy
Segment Reporting Information [Line Items]
Total long-lived assets	437	424
France
Segment Reporting Information [Line Items]
Total long-lived assets	48	48
Germany
Segment Reporting Information [Line Items]
Total long-lived assets	17	19
Spain
Segment Reporting Information [Line Items]
Total long-lived assets	1	1
Canada
Segment Reporting Information [Line Items]
Total long-lived assets	548	568
Brazil
Segment Reporting Information [Line Items]
Total long-lived assets	162	127
China
Segment Reporting Information [Line Items]
Total long-lived assets	55	61
Other
Segment Reporting Information [Line Items]
Total long-lived assets	420	449
Total Revenues from external customers in the rest of world
Segment Reporting Information [Line Items]
Total long-lived assets	$ 7,357	$ 7,498

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Related Party Information - Additional Information (Details) - USD ($) $ in Millions	Jan. 01, 2022	Dec. 31, 2022	Dec. 31, 2021
Master Services Agreement
Related Party Transaction [Line Items]
Related party, agreement term		2 years
Engine Supply Agreement
Related Party Transaction [Line Items]
Related party, agreement term		10 years
Financial Service Agreement
Related Party Transaction [Line Items]
Related party, agreement term		3 years
EXOR N.V
Related Party Transaction [Line Items]
Percentage of common shares outstanding held by related parties	42.80%
CNH Industrial Capital Europe S.A.S.
Related Party Transaction [Line Items]
Pledged guarantees on commitments		$ 19	$ 15

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Related Party Information - Schedule of Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Payables to Iveco Group N.V	$ 156	$ 502
FCA
Related Party Transaction [Line Items]
Net sales	0	0	$ 0
Cost of goods sold	17	31	17
Selling, general and administrative expenses	48	59	55
Trade receivables	0	0
Payables to Iveco Group N.V	14	20
Subsidiaries and Affiliates
Related Party Transaction [Line Items]
Net sales	400	402	211
Cost of goods sold	554	496	399
Trade receivables	0	0
Payables to Iveco Group N.V	100	101
Iveco Group post-Demerger
Related Party Transaction [Line Items]
Net sales	48	21	28
Cost of goods sold	930	948	601
Selling, general and administrative expenses	0	0	$ 0
Trade receivables	21	87
Payables to Iveco Group N.V	$ 184	$ 181

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Label	Element	Value
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations	$ 5,773,000,000