CNH Industrial N.V. 10-K

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. 38 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 39 Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 40 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 41 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. 42 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. 43 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. 44 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 45 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 46 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 47 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. 48 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 49 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, CO 2 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. 50 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 90 th percentile. • CNH Industrial’s two-year revenue CAGR of 26.2% would be ranked 80 th percentile. • CNH Industrial’s two-year TSR would be ranked 80th percentile. • CNH Industrial’s ongoing CEO total target direct compensation would be ranked 70 th percentile. When compared to the S&P 500 Industrial companies: • CNH Industrial’s two-year adjusted diluted EPS CAGR would be ranked 90 th 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. 51 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% CO 2 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. 52 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. 53 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 CO 2 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 R eturn 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 54 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 55 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 CO 2 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. 56 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 46 th percentile on projected 2022 revenue, and the 38 th 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. 57 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 —% 58 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 CO 2 Emissions % 10% Reduction in emissions versus 2018, measured as percentage change in tons of CO 2 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. 59 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% CO 2 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. 60 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% 1 The 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 ≥ 75 th Percentile 1.25 Target 18.0% 50 75% 100% 150% Target 50 th Percentile 1 Threshold 15.3% 25% 50% 75% 125% Threshold ≤ 25 th 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. 61 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 ≥ 75 th Percentile 1.25 Target 10.1% 50% 75% 100% 150% Target 50 th Percentile 1.00 Threshold 8.4% 25% 50% 75% 125% Threshold ≤ 25 th 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. 62 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. 63 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). 64 (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 65 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 $1,653,464 (Barr). RSUs will vest three years after the grant date, at which time they may be settled in CNHI common stock. Refer to the Fiscal 2022 Grants of Plan-Based Awards table and footnote 17 "Share-Based Compensation" thereto for a detailed description of the grant date fair value of our stock awards. (5) As discussed in the CD&A under “CBP Outcomes” in the Annual Cash Incentive section, based on actual company performance, the NEOs earned a CBP award equal to 145.89% of the target opportunity. The awards for NEOs other than the CEO were adjusted for individual performance by a factor that ranged from 90% to 125. 66 (6) Mr. Wine deferred 50% of the earned CBP bonus into the CNH Industrial Deferred Compensation Plan. Bonus amounts deferred in 2022 are shown in the Fiscal 2022 Nonqualified Deferred Compensation Table and relate to the 2021 plan year bonus. (7) Messrs. Incisa, Neilson and Pampalone’s local currency cash bonuses were converted to USD using the full year average year exchange rate for the given year, as shown in the Base Salary section above. (8) For Messrs. Wine and Barr, these amounts include above market interest earned on deferred compensation for each year. (9) For Mr. Neilson, these amounts include the change in present value (“PV”) of his defined benefit plan accumulated benefits. The U.K. CNH Pension Scheme was discontinued effective January 31, 2020 for additional service, but benefits increase annually for inflation as measured by the U.K. retail price index (“RPI”). The valuation changes for market conditions impacting the assumptions, primarily the discount rate. The change in the PV of the Accumulated Benefit over 2021 (a reduction of £40,858) and 2022 (a reduction of £914,553) have been set to zero for disclosure purposes. (10) All Other Compensation incurred in fiscal 2022 is detailed and explained in the following table: NEO Car ($) (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 1/13 th annual salary per the Italy Contract terms in recognition of his 25 th 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 67 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. 68 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 69 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 1/55 th 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. 70 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% (1/13.5 th 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 (2 nd 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. 71 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. 72 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 73 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 74 • 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. 75 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 76 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, 77 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. 78 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. 79 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. 80 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. 81 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: 82 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 $1,085,238 83 Outstanding Equity Awards at Fiscal Year End (12/31/2022) Stock award grant date Number of Shares Units of Stock that Have Not Vested (#) Market Value of Shares Units of Stock that Have Not Vested ($) (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. 84 (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”): 85 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. 86 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 CO 2 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 87 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. 88 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. 89 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 $3,591 million respectively. Average number of employees as disclosed within the IFRS Annual Report for 2022, 2021, 2020, 2019, and 2018 are 38,966, 67,318, 63,482, 64,596 and 64,045 respectively. 90 For perspective, the Company`s key performance metrics for the same past five years are shown below: Selected Performance Data (1)(2) 2022 2021 2020 2019 2018 5-year trend Net Income – US GAAP ($ 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 — — 91 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. 92 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: 93 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 94 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. 95 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) 13 0 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 13 5 Consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 20 20 13 7 Consolidated statements of changes in equity for the years ended December 31, 2022, 2021, and 2020 13 8 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 13 0 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 96 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 97 Item 16. Form 10-K Summary None. 98 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 99 February 28, 2023 /s/ ASA TAMSONS Director Åsa Tamsons 100 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 101 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. 102 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. 103 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, 104 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. 105 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%. 106 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. 107 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 108 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. 109 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%. 110 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). 111 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. 112 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. 113 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. 114 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. 115 (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 116 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) 117 (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. 118 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). 119 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. 120 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. 121 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. 122 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 123 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. 124 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. 125 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. 126 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 $1,556 127 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. 128 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 129 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”). 130 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. 131 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 132 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. 133 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. 134 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. 135 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. 136 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. 137 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. 138 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 194 139 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. 140 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 ) 141 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 142 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. 143 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 144 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. 145 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. 146 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. 147 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. 148 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. 149 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 Losse s (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 progra