What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-29 · 164 added, 212 removed, 263 unchanged (59% of the section changed)

CNH Industrial N.V.

qualifies as a Foreign Private Issuer, as determined by Rule 3b-4 under the Securities Exchange Act of 1934 (the "Exchange Act") and is exempt from filing annual reports on Form 10-K by virtue of Rules 13a-13 and 15d-13 under the Exchange Act.

CNH Industrial N.V.

has voluntarily elected to file this annual financial report using Form 10-K ("Annual Report").

As a Foreign Private Issuer, CNH Industrial N.V.

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

However, beginning in 2024, CNH intends to voluntarily elect to publish a notice of meeting and proxy statement for its Annual General Meeting prepared in accordance with applicable Dutch requirements and voluntarily including the disclosure required by pursuant to Section 14A of the Exchange Act on Schedule 14A.

History and Development of the Company

CNH Industrial N.V.

is the company initially formed by the business combination transaction, completed on September 29, 2013, between Fiat Industrial S.p.A.

("CNH" or the "Company") was initially formed in 2013 by the business combination transaction between Fiat Industrial S.p.A.

and its subsidiary CNH Global N.V.

CNH Industrial N.V.

was incorporated on November 23, 2012, as a public limited liability company ( naamloze vennootschap ) under the laws of the Netherlands.

CNH was incorporated on November 23, 2012, as a public limited liability company ( naamloze vennootschap ) under the laws of the Netherlands.

The Company's principal office is located at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom (telephone number:

+44-207-9251-964).

Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the term "CNH", "we", "us", "our" or "the Company" refer to CNH Industrial N.V.

together with its consolidated subsidiaries.

CNH's agent for U.S.

federal securities law purposes is Emily Sturges, c/o CNH Industrial America LLC, 711 Jorie Boulevard, Oak Brook, Illinois 60523 (telephone number +1-331-256-0594).

CNH historically qualified as a Foreign Private Issuer, as determined by Rule 3b-4 under the Securities Exchange Act of 1934 (the "Exchange Act") and was exempt from filing annual reports on Form 10-K by virtue of Rules 13a-13 and 15d-13 under the Exchange Act.

Starting with its third quarter 2022 results, CNH began voluntarily reporting its financial results under the periodic and annual reporting forms for U.S.

domestic filers and voluntary prepared Forms 8-K.

As of June 30, 2024, CNH determined that it no longer qualified as a foreign private issuer, as defined under the Exchange Act.

As a result, effective as of January 1, 2025, the Company is no longer eligible to use the rules designed for foreign private issuers and will be considered a U.S.

domestic issuer.

As such, CNH is required to comply with, among other things, U.S.

proxy rules and Regulation FD, and its officers, directors and 10% shareholders are subject to the beneficial ownership reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act.

Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the term "CNH", "we", "us", "our" or "the Company" refer to CNH Industrial N.V.

together with its consolidated subsidiaries.

Business Overview

CNH is a leading global equipment company that designs, produces and sells agricultural and construction equipment.

In addition, CNH’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 and other manufacturers’ products and other retail financing programs and wholesale financing to dealers.

CNH's global network includes industrial, commercial and financial services subsidiaries located in 31 countries and a commercial presence in approximately 167 countries.

CNH operates across three business segments:

Agriculture, Construction and Financial Services.

CNH refers to its Agriculture and Construction operations as "Industrial Activities".

Geographic Regions

Certain financial information in this Annual Report has been presented by geographic region.

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• Europe, Middle East and Africa :

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

member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Türkiye, Uzbekistan, Pakistan, the African continent and the Middle East;

• South America :

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Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where local shipments are not reported.

Iveco Group N.V.

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 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 2021 have been reflected in our Consolidated Statement of Operations and Consolidated Statement of Cash Flows, retrospectively, as discontinued operations.

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.

Business Overview

CNH is a leading equipment and services company engaged in the design, production, marketing, sale, and financing of agricultural and construction equipment.

We have industrial and financial services companies located in 32 countries and a commercial presence in approximately 164 countries.

Industrial Activities Segments:

Agriculture designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors, combines, grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and cultivation implements, and material handling equipment.

We are also a leading provider of technology dedicated to Precision Agriculture.

Agricultural equipment is sold under the New Holland Agriculture and Case IH brands.

Regionally focused brands include:

STEYR, for agricultural tractors;

Flexi-Coil specializing in tillage and seeding systems;

Miller manufacturing application equipment.

The Raven brand supports Precision Agriculture, digital technology and the development of autonomous systems.

Hemisphere, acquired in 2023, provides high-performance satellite positioning technology for the agriculture and construction industries.

Construction designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments.

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

Financial Services:

Business Segments

The Agriculture segment designs, engineers, manufactures, distributes and services a full line of agriculture equipment, implements and precision agriculture solutions.

The Agriculture segment also supports customers throughout the equipment lifecycle with aftermarket solutions including guidance, automated steering systems, and application control products across a full line of equipment.

We seek to ensure that our customers have technology options at every stage of their precision tech adoption journey.

Agriculture's product lines include tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers.

Case IH and New Holland are our two leading global brands.

Our regional and technology brands cater to specific regions around the world.

They operate closely with customers to provide specialist solutions.

Our primary brands and products for the Agriculture segment are as follows:

Our Case IH brand specializes in powerful and productive machinery including track technology and precision farming solutions for cash and high-value crops, such as sugarcane, particularly for larger farms.

Products sold through our Case IH brand include tractors, harvesters (grain and sugarcane) and crop protection and tillage precision farming solutions.

• New Holland .

New Holland specializes in combine harvesting and offers a broad range of equipment that caters to specialty applications, hay and forage, livestock, vineyards and orchards, as well as methane power solutions.

Products sold through our New Holland brand include tractors, harvesters (grain and specialty crops such as grapes and olives), hay and forage equipment, crop protection and tillage solutions (primarily for small grains) and precision farming solutions.

STEYR is a regional brand, primarily focused in European markets, that specializes in small- to mid-sized tractors for agricultural, municipal and forestry segments.

Raven is a global technology brand primarily focused on developing disruptive agricultural technologies that seek to solve in-field challenges and provide automated and autonomous farming solutions.

New and emerging technologies are transforming the industries we serve.

CNH is investing in integrated solutions and precision technologies across its equipment portfolio, including digital platforms, global navigation satellite system ("GNSS") positioning, connectivity, displays, automation, and autonomy.

CNH’s core technologies were strengthened by acquiring Raven Industries, Inc., ("Raven") in 2021 and Hemisphere GNSS ("Hemisphere") in 2023.

These acquisitions allow CNH to design, manufacture, sell, and service core technology products, providing precise GNSS solutions for agriculture and construction.

In 2023, CNH acquired Augmenta Holding SAS ("Augmenta"), a machine vision company that automates and optimizes farming operations using real-time, multi-spectral sensors and agronomic insights.

The Construction segment designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments.

Construction’s product lines are sold primarily under the global CASE Construction Equipment ("CASE") and New Holland Construction brands, and include a range of heavy and light construction equipment.

Heavy construction equipment product lines include general construction equipment such as large excavators and wheel loaders, and road building and site preparation equipment such as compactors, graders and dozers.

Light construction equipment is also known as compact and service equipment, and its product lines include backhoe loaders, skid steer and tracked loaders, mini- and midi- excavators, and compact wheel loaders.

Our primary products and brands for the Construction segment are as follows:

• New Holland Construction.

New Holland Construction is a global brand that offers a wide range of equipment for farming, landscaping, and construction appliances.

Products sold through our New Holland Construction Brand include Skid steer loaders, compact track and wheel loaders, mini track loaders and excavators, loader backhoes, tractor loaders, small articulated loaders, forklifts and specialized attachments.

• Case Construction.

Case Construction is a global brand that designs and builds powerful construction equipment designed to meet the needs of the construction industry.

Products sold through our Case Construction brand include mini and heavy excavators, motor graders, wheel and tractor loaders, vibratory compaction rollers, compact dozers and track loaders, crawler dozers, skid steer and mini track loaders, compact track loaders, rough terrain forklifts, EV options and specialized attachments.

• Eurocomach.

Eurocomach sell products in over 40 countries.

Products sold through our Eurocomach brand include mini and midi excavators, compact track and wheel loaders, MTL50 track loaders for small and confined spaces and specialized attachments.

In 2021, we completed the acquisition of Sampierana S.p.A., which provides Construction direct control over technology and manufacturing of Mini and Midi Excavators.

In 2023, we developed and launched our first range of mini track loaders under our Eurocomach brand.

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

Our construction products are also sold by our Agriculture dealers for certain uses.

Sales to agriculture customers are still accounted for in the Construction segment, given the nature of the products.

We began production and distribution of full-electric compact construction equipment in 2023.

This includes electric mini excavators, compact wheel loader and tractor loader backhoe and small articulated loaders.

We plan to continue delivering further battery-powered compact construction equipment solutions to help our customers operate in enclosed and municipal job sites calling for no, or reduced, tailpipe emissions.

Financial Services provides and administers financing to end-use customers for the purchase of new and used agricultural and construction equipment and components sold through CNH's dealer network, as well as revolving charge account financing and other financial services.

Financial Services also provides wholesale financing to CNH dealers and distributors primarily to finance inventories of equipment for those dealers.

Further, Financial Services provides trade receivables factoring services to CNH subsidiaries.

Financial Services also provides wholesale financing to CNH dealers and distributors primarily to finance inventories of equipment.

Furthermore, Financial Services provides trade receivables factoring services to CNH subsidiaries.

The European Financial Services operations are supported by the Iveco Group's Financial Services segment.

Financial Services also provides financial services to Iveco Group companies in the North America, South America and Asia Pacific regions.

Financial Services also provides financial products and services to dealers and end customers of Iveco Group companies in the North America, South America and Asia Pacific regions.

The segment is referred to commercially as CNH Capital - the captive financial provider for the CNH family of brands, specializing in agricultural and construction equipment.

In Brazil, it operates under the brand of Banco CNH.

Consolidated Results - 2024 Compared to 2023

Net sales for the fiscal year 2023 were $24,687 million, up 5% from 2022 mainly due to favorable price realization within the Agriculture and Construction segments.

2023 consolidated net income was $2,383 million, with diluted earnings per share of $1.76 (net income of $2,039 million in 2022, with diluted earnings per share of $1.49).

Gross profit margin of Industrial Activities was 23.7%, (22.0% in 2022) with increases in both Agriculture and Construction.

(in millions of dollars except per share amounts) 2024 2023 (1)

Consolidated Revenues $ 19,836 $ 24,687 (20) %

of which Net Sales of Industrial Activities $ 17,060 $ 22,080 (23) %

Net income $ 1,259 $ 2,287 (45) %

Diluted Earnings per share $ 0.99 $ 1.69 $ (0.70)

(1) See Note 23 Immaterial Revision of Prior Period Financial Statements.

Net sales for the fiscal year 2024 were down 23% from 2023 mainly due to decreased industry demand .

2024 consolidated net income was down 45% and diluted earnings per share decreased $0.70 per share compared to 2023 primarily driven by lower sales.

For a further discussion of our results of operations, see "Management's Discussion and Analysis of Financial Consideration and Results of Operation".

Industry Overview

The operators of dairy, livestock and row crop producing farms, as well as independent contractors that provide services to such farms, purchase most agricultural equipment.

The agriculture machinery industry is generally segmented into farm types including row crop farmers and dairy and livestock farmers.

Row crop farmers typically purchase tractors at the mid-to-upper end of the horsepower ("hp") range, combine harvesters, harvesting equipment and crop production equipment.

Dairy and livestock farmers typically utilize tractors in the mid-to-lower hp range and crop preparation and crop packaging implements.

The key factors influencing sales of agricultural equipment are the level of net farm income and, to a lesser extent, general economic conditions, interest rates and the availability of financing and related subsidy programs, farmland prices and farm debt levels.

Net farm income is primarily impacted by the volume of acreage planted, commodity and/or livestock prices and stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies.

The availability, quality, and cost of used equipment for sale affects the level of new equipment sales.

Weather conditions are a major determinant of crop yields and crop prices and therefore affect equipment-buying decisions.

Global organization initiatives, such as those of the World Trade Organization, also can affect the market acceptance of genetically modified organisms such as seed, feed and animals and can promote climate change and sustainability initiatives that may have an impact on agriculture.

Dairy and livestock farmers, who typically utilize tractors in the mid-to-lower hp range and crop preparation and crop packaging implements.

The key factor influencing sales of agricultural equipment include the level of net farm income, the impact of government subsidy programs and weather and climate conditions.

Net farm income is primarily impacted by commodity and/or livestock prices, changes in the area of acreage planted, stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies.

The inventory levels and the value of used equipment also affect the level of new equipment sales.

Cash-crop producers are also very interested in equipments' technology and automation innovations, which drive better yields and lower dependence on increasingly scarce skilled labor.

Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates and farming calendars.

Peak retail deliveries for tractors and planting, seeding, and application equipment typically occur in March through June in the Northern hemisphere and in September through December in the Southern hemisphere.

Dealers order equipment year-round but harvesting equipment orders in the Northern hemisphere generally increase in the late fall and winter so that the dealers can receive inventory before the peak retail selling season, which generally extends from March through June.

In the Southern hemisphere, dealers

generally order between August and October so they can receive inventory before the peak retail-selling season, which extends from November through February.

Agriculture's production levels are based upon estimated retail demand, which takes into account, among other things, the timing of dealer shipments, dealer and Company inventory levels, the need to retool manufacturing facilities to produce new or different models, and the efficient use of labor and facilities.

As production and wholesale shipments adjust throughout the year to take into account the factors described above, sales of agricultural equipment in any given period may not reflect the timing of dealer orders and retail demand for that period.

However, the Company strives to match production scheduling to retail demand, driving lean manufacturing and enabling the shortest lead time to the final customer.

Customer preferences regarding farming practices, and thus product types and features, vary by region.

In North America, Australia, Brazil, Argentina and other areas where soil conditions, climate, economic factors and population density allow for intensive mechanized agriculture, farmers generally demand high capacity, sophisticated machines equipped with the most advanced technology.

In Europe, where farms are generally smaller in size than those in North America and Australia, there is greater demand for somewhat smaller, yet equally sophisticated, machines.

In the developing regions of the world where labor is more abundant and infrastructure, soil conditions and/or climate are not conducive to intensive agriculture, customers generally prefer simpler and easy to use machines with relatively lower acquisition and operating costs.

In many developing countries, tractors are the primary type of agricultural equipment used, and much of the agricultural work in such countries that cannot be performed by tractors is carried out by hand.

A growing number of part-time farmers, hobby farmers and customers engaged in landscaping, municipality and park maintenance, golf course and roadside mowing in Western Europe and North America prefer relatively simple, low-cost agricultural equipment.

Our position as a geographically diversified manufacturer of agricultural equipment and our broad geographic network of dealers allows us to provide customers in each significant market with equipment that meets their specific requirements.

One agricultural trend in North America, Western European, and Brazil includes a reduction in number, but growth in size of farms, supporting increased demand for higher capacity agricultural equipment.

In addition, we believe that the use of technology and other precision technology and solutions (including the development of autonomously operated equipment) to enhance productivity, profitability and environmental impact are becoming more important in the buyers’ purchasing decision.

In South America (other than Brazil), India and in other emerging markets, the number of farms is growing, and mechanization is replacing manual labor.

In other markets, long-term demographic trends, increasing urbanization, and low level of farm mechanization represent the key drivers of demand for agricultural equipment.

Dealers order equipment year-round trying to anticipate the peak in the retail season and use inventory to offer standard products to customers who do not require specific configurations.

The Company seeks to match retail and dealer orders with lean production plans using the Company's inventory to offset low and high seasonality, while targeting shorter time intervals between retail order and production to promote efficient working capital-management and excellent customer service.

Government farm programs, including the amount and timing of government payments, are a key income driver for farmers raising certain commodity crops in the United States (the "U.S.") and the European Union.

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These programs have had over the years a significant influence on sales.

Global demand for renewable fuels increased considerably in recent years driven by consumer preference, government renewable fuel mandates, renewable fuel tax and production incentives.

Biofuels, which include fuels such as ethanol and biodiesel, have become one of the most prevalent types of renewable fuels.

The primary type of biofuel supported by government mandates and incentives varies by region.

North America and Brazil are promoting ethanol first and then biodiesel, while Europe is primarily focused on biodiesel and biomethane.

The demand for biofuels has created an associated demand for agriculturally based feedstocks, which are used to produce biofuels.

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This relationship will, however, be impacted by government policy and mandates as governments around the world consider ways to combat global warming and avoid potential energy resource issues in the future.

Sustainability has been an ongoing focus for CNH.

During the 2023 United Nations Climate Change Conference, COP28 event in the United Arab Emirates, there was an assessment of progress towards climate action and a call to accelerate carbon reduction with an establishment of a Loss and Damage Fund, which aims to provide financial assistance to nations most vulnerable and impacted by the effects of climate change.

With the use of a bio-digester, animal and food waste can be processed to produce bio-methane.

CNH has developed two New Holland brand key livestock models of methane-powered tractors (T6 and T7) that could also run on methane produced on the farm from animal and food waste.

CNH has a controlling stake in Bennamann Ltd ("Bennamann"), a U.K.-based technology company, that has developed a solution to capture fugitive emissions of methane from livestock farm waste and repurpose it into a better-than-zero-carbon biofuel.

The Company believes that this solution is suitable for small to medium size farms — enabling a farm to become energy independent, less polluting, net-zero carbon, sustainable and regenerative.

With the use of a bio-digester, animal and food waste can be processed to produce biomethane.

CNH has developed two methane-powered tractor models under its New Holland brand (T6 and T7) that can also run on methane produced on the farm from animal and food waste.

CNH has a controlling stake in Bennamann Ltd ("Bennamann"), a U.K.-based technology company, that has developed a solution to capture fugitive emissions of methane from livestock farm waste.

The Company believes that this solution is suitable for small to medium size farms — supporting them in becoming more energy independent, reducing their pollutions, and adopting more sustainable and regenerative operations.

This approach also improves the sustainability of farmland management practices by minimizing artificial inputs (e.g., manufactured fertilizer), lowering operational costs and reducing pollutants.

This concept is intended to contribute to a dairy farm's decarbonization.

The concept is intended to contribute to a dairy farm's decarbonization.

The developments in precision technology and solutions are designed to allow farmers to increase yield with reduced input costs in the areas of labor, fertilizer, chemicals and water.

Further, with shorter planting and harvesting cycles experienced in recent years, we believe that precision agriculture technology will help drive replacement demand for new farm equipment as this technology is designed to improve farm efficiency.

Furthermore, with shorter planting and harvesting cycles experienced in recent years, we believe that precision agriculture technology will help drive replacement demand for new farm equipment as this technology is designed to reduce the time and effort required by individual tasks and thus improve farm efficiency.

The construction equipment market consists of two principal segments:

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However, in many countries, restrictions on equipment weight or dimensions, as well as road regulations or job site constraints can limit demand for larger machines.

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

Heavy Construction

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Purchasers of heavy construction equipment include construction companies, municipalities, local governments, rental fleet owners, quarrying and mining companies, waste management companies and forestry-related concerns.

Sales of heavy construction equipment depend on the expected volume of major infrastructure construction and repair projects such as highway, tunnel, dam and harbor projects, which depend on government spending and economic growth.

Demand for aggregate mining and quarrying equipment is more closely linked to the general economy and commodity prices.

In North America, a portion of heavy equipment demand has historically been linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus linking demand for both heavy and light construction equipment.

Sales of heavy construction equipment primarily depend on the expected volume of major infrastructure construction and repair projects such as highway, tunnel, dam and harbor projects, which depend on government spending and economic growth.

light construction equipment.

The heavy equipment industry generally follows macroeconomic cyclicality, linked to growth in gross domestic product and government spending.

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As the market has evolved, a greater variety of light and heavy equipment products have become available to rent.

In addition, rental companies have allowed contractors to rent machines for longer periods instead of purchasing the equipment, enabling contractors to

complete specific job requirements with greater flexibility and cost control.

In addition, rental companies have allowed contractors to rent machines for longer periods instead of purchasing the equipment, enabling contractors to complete specific job requirements with greater flexibility and cost control.

Large, national rental companies can significantly impact the construction equipment market, with purchase volumes being driven by their decisions to increase or decrease the size of their rental fleets based on rental utilization rates.

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Used heavy and light equipment from Japan is mostly sold to other Southeast Asian markets, while used excavators from Japan are sold to almost every other market in the world.

This flow of used equipment is highly influenced by exchange rates, the weight and dimensions of the equipment and the different local regulations in terms of safety and/or engine emissions.

This flow of used equipment is highly influenced by exchange rates, the weight and dimensions of the equipment and the different local regulations in terms of safety and engine emissions.

The construction equipment industry has seen an increase in the use of hydraulic excavators and wheel loaders in earth-moving and material handling applications.

In addition, the light equipment sector has grown as more manual labor is being replaced on construction sites by machines with a variety of attachments for specialized applications, such as skid steer loaders, compact track loaders and mini-crawler excavators.

The Agriculture and Construction equipment industries are highly competitive.

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

The agriculture and construction equipment industries are highly competitive at the global and regional level.

The principal competitive factors in all markets include product performance, innovation and quality, distribution, customer service and price.

We compete with:

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

Our competitive strengths include well-recognized brands, a full range of competitive products and features, including software, a strong presence, distribution and customer service network and a captive financing arm.

There are multiple factors that influence a buyer’s choice of industrial equipment.

These factors include the strength and quality of the distribution network, brand loyalty, product features, quality and performance, availability of a full product range, pricing, technological innovations, product availability, financing terms, parts and warranty programs, resale value and customer service and satisfaction.

The ability to meet or exceed applicable engine emissions standards as they take effect is also a key competitive factor, particularly in those markets where such standards are the subject of frequent legislative or regulatory scrutiny and change, such as Europe and North America.

Emission regulations are becoming a significant competitive factor at global level with new legislation in India and China, which leads to increases in product costs.

We continually seek to improve in each of these areas but focus primarily on providing high-quality and high-value products with environment protection features, and on supporting those products through our dealer networks.

Customers’ perceptions of product value in terms of productivity, reliability, digital content, resale value and dealer support are formed over many years.

Buyers tend to favor brands based on experience with the product, the dealer, and the service network.

The efficiency of our manufacturing, logistics and scheduling systems are dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace.

We compete based on product performance, customer service, quality, precision technology and other innovations and price.

The environment is by nature competitive from a pricing standpoint, but we have been able to counter inflationary cost increases with positive price realization.

There is no guarantee that we can maintain positive price realization in the future.

The ability of our supply chain and manufacturing system to timely deliver finished goods is also critical to meeting customer expectations.

Failure to do so might imply losses of competitiveness.

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

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

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

Products and Markets

To capitalize on customer loyalty to its dealers and its brands, Agriculture’s product lines are sold primarily under the Case IH and New Holland Agriculture brands as well as the STEYR and Kongskilde brands in Europe and the Miller and Flexi-Coil brands, primarily in North America and Australia.

Raven primarily operates in North America, Australia, South America and Europe.

Certain agricultural equipment products are also sold under the K-Line brand.

We believe that these brands enjoy high levels of brand identification and loyalty among both customers and dealers.

Although newer generation tractors have a high percentage of common mechanical components, each brand and product remains differentiated by features, color, interior and exterior styling, warranty terms, technology offering, and model designation.

Flagship products such as row crop tractors and large combine harvesters may have significantly greater differentiation.

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

Agriculture’s product lines include tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers.

Our agricultural equipment is sold with a limited warranty that typically runs from one to three years.

CNH is committed to advancing technology in agriculture and is investing in integrated solutions and precision technologies across the equipment portfolio.

Our technology stack spans digital web and mobile platforms, core technologies such as global navigation satellite system (GNSS) positioning, connectivity and displays, automation covering product control and guidance, and capabilities like autonomy.

In the digital space, Case IH and New Holland Agriculture brands enable customers to visualize and share in-depth real-time machine and farm operation data within the respective AFS-PLM Farm solution and offer data sharing to a third-party providers at full control of the customer.

Our digital capabilities were bolstered in 2019 by our acquisition of AgDNA, an industry-leading Farm Management Information System (FMIS) that automatically collects and analyzes data from equipment manufactured by CNH and third-party manufacturers.

Our AFS-PLM digital platforms connect farmers to their equipment, dealers, input providers, partners, and advisors.

By analyzing machine, agronomic, and environmental data, these platforms deliver insights, empowering customers to optimize their operational performance and enhance farm profitability.

CNH’s core technologies, inclusive of GNSS positioning, connectivity, and displays, were augmented by the acquisition of Raven Industries, Inc., (“Raven”) in 2021 and Hemisphere GNSS (“Hemisphere”) in 2023.

With Raven as part of the agriculture product portfolio, we now design, manufacture, sell, and service a suite of core technology products both as factory-installed and in the aftermarket.

The acquisition of Hemisphere, a company that specializes in high-performance satellite positioning technologies, gives us in-house control of our precision and navigation technologies.

Hemisphere’s proprietary GNSS solutions provide pinpoint accuracy for agriculture and construction industries and will drive precise and improved job execution for our customers.

Our automation and autonomous capabilities are propelled by guidance technology and product controls.

The Raven integration has strengthened our portfolio with a wide range of innovative guidance offerings and has helped to accelerate the development of advanced machine automation and autonomous agriculture technology.

In 2023, we acquired Augmenta Holding SAS ("Augmenta"), a machine vision company that automates and optimizes farming operations.

Augmenta has built a real-time, multi-spectral sensor that can perceive canopy health, objects, and patterns.

Their technology utilizes edge computing, computer vision, and machine learning and translates images into agronomic insights.

Augmenta’s solution is designed to ease the burden on farmers and growers so that they can simply and efficiently achieve their goals.

CNH supports our customers throughout the entire equipment lifecycle.

We offer a suite of aftermarket solutions spanning guidance, automated steering systems, application control products, and correction services to ensure customers have technology options wherever they are in their precision tech adoption journey.

Construction’s product lines are sold primarily under the CASE Construction Equipment and New Holland Construction brands.

CASE provides a wide range of products on a global scale, including crawler excavators and mini-excavators.

The New Holland Construction brand family also markets a full product line of construction equipment in South America and focuses on light equipment distributed by the Agriculture network in the other regions.

In 2021, we completed the acquisition of Sampierana S.p.A., which provides Construction direct control over technology and manufacturing of Mini and Midi Excavators.

In 2023, we developed and launched our first range of mini track loaders under our Eurocomach brand.

Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development.

Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand.

The brands each offer parts and support services for all of their product lines.

Our construction equipment is generally sold with a limited warranty that typically runs from one to two years.

Beginning in 2023, we have produced and distributed battery-powered compact construction equipment, including electric mini excavators and small articulated loaders.

We plan to continue to deliver battery-powered compact construction equipment solutions to help our customers reduce tailpipe emissions.

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

Sales and Distribution

Agriculture sells and distributes products through dealers that sell either Case IH products, New Holland products or both brands.

Overall in Agriculture, the CNH dealer network includes more than 2,600 dealer owners and more than 6,200 locations/points of sale.

We predominantly sell and distribute our Agriculture and Construction products through dealers.

The Agriculture dealer network includes more than 2,500 dealer owners and more than 6,000 locations/points of sale.

Construction sells and distributes products through approximately 427 full-line dealers and distributors with over 1,694 points of sale.

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Some Agriculture dealers also sell construction equipment.

In the United States, Canada, Mexico, most of Western Europe, Brazil, Argentina, India, China, Thailand, Australia, and South Africa products are generally distributed directly through the independent dealer network.

In the rest of the world, products are either sold to independent distributors who then resell to dealers, or to importers who have their own branches to sell products to retail customers.

Our dealers are responsible for retail sales of equipment to end users and after-sales service and support.

In the United States, Canada, most of Western Europe, Brazil, Argentina, India, China, Thailand, Australia, and South Africa products are generally distributed directly through the independent dealer network.

In the rest of the world, products are either sold to independent distributors who then resell to dealers, or to importers who sell products to retail customers.

As the equipment rental business becomes a more significant factor in both the agricultural and construction equipment markets, Agriculture and Construction are facilitating sales of equipment to the local, regional and national rental companies through their dealers as well as by encouraging dealers to develop their own rental activities.

Agriculture and Construction have launched several programs to support their dealer service and rental operations, including training, improved dealer standards, financing, and advertising.

As the rental market is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special attention to managing the resale of rental units into the used equipment market by our dealers, who can utilize this opportunity to improve their customer base and generate additional parts and service business.

We believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, although as of December 31, 2023, we operate a network of owned dealers for Case IH and the Construction segment in South Africa.

We promote a selective dealer development program, in territories with growth potential but underdeveloped representation by our agricultural and construction equipment brands, the program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.

As the rental market is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special attention to supporting the resale of rental units into the used equipment market by our dealers, who can utilize this opportunity to improve their customer base and generate additional parts and service business.

We believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, although as of December 31, 2024, we operate a network of owned dealers for Case IH and the Construction segment in South Africa coming from the recent acquisition of our former distributor in the country.

We promote a selective dealer development program, in territories with growth potential but underdeveloped representation by our Agriculture and Construction equipment brands, the program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.

Precision technology is integrated with our Agriculture equipment as well as offered as aftermarket parts for retrofit solutions through our dealer network.

The Raven brand is distributed through the CNH dealer network in all the regions and through dealer/distributor networks, some of which are affiliated with strategic and industry partners.

Raven products and services are also sold to other companies.

In recent years, CNH has increased its investments in its technical stack and reduced reliance on third-party suppliers.

The Raven brand is distributed through the CNH dealer network in all regions and through independent dealer/distributor networks, some of which are affiliated with strategic and industry partners.

Raven products and services are also sold to third-party companies for inclusion in their respective equipment.

Pricing and Promotion

The retail price of any piece of equipment is determined by the individual dealer or distributor and generally depends on market conditions, features, options and, potentially, regulatory requirements.

Retail transaction prices may differ from the manufacturer-suggested list prices, as a result of different factors (markets' demand, customers' specific requirements, local market conditions, general economic conditions, access to financing, etc.).

We sell most of our products and parts to our dealers and distributors at wholesale prices that reflect a discount from the manufacturer-suggested list prices.

In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to a final customer.

Such price incentives are generally accrued when we originally sell our products to dealers and distributors, and it is then disbursed at the time of the retail sale.

The retail transaction price of any piece of equipment is determined by the individual dealer or distributor and generally depends on market conditions, features, options and, potentially, regulatory requirements.

Retail transaction prices may differ from the manufacturer-suggested list prices, as a result of different factors (markets' demand, customer-specific requirements, local market conditions, general economic conditions, access to financing, etc.).

We regularly advertise our products to the community of farmers, builders, and agricultural and construction contractors, as well as to distributors and dealers in each of our major markets.

To reach our target audience, we use a combination of general media, specialized design and trade magazines, the Internet, social media and direct mail.

To reach our target audience, we use a combination of general media, specialized trade magazines, the Internet, social media and direct mail.

We also regularly participate in major international and national trade shows and engage in co-operative advertising programs with distributors and dealers.

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The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements in overall customer satisfaction and important considerations in a customer’s original equipment purchase decision.

We supply parts, many of which are proprietary, to support items in the current product line as well as for products we have sold in the past.

We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customers’ needs and to support the equipment’s value over time.

Many of our products can have economically productive lives of up to 20 years when properly maintained, and each unit has the potential to produce a long-term parts and services revenue stream for us and our dealers.

To further support the productive life of the equipment, connected technology within our machines have allowed us with our cloud-based control rooms and our dealer service shops to obtain results through analytics blended with the professional knowledge of our products experts.

We supply parts, many of which are proprietary, to support items in the current product lines as well as for products we have sold in the past.

We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customer needs and to support the equipments' value over time.

Many of our products can have economically productive lives of more than 20 years when properly maintained, and each unit has the potential to produce a long-term parts and services revenue stream for us and our dealers.

To further support the productive life of the equipment, connected technology within our machines has allowed us, together with our cloud-based control rooms and our dealer service shops, to obtain results through analytics blended with the professional knowledge of our

products experts.

We are increasing the number of connected units supported proactively by control rooms that leverage service alarms, operators’ insights, predictive repairs and maintenance that enrich a suite of machine and farm data.

As of December 31, 2024, we operated and administered 30 parts depots worldwide which support both Agriculture and Construction, either directly, through a joint venture, or through arrangements with warehouse service providers.

This network includes 8 parts depots in North America, 10 in EMEA, 3 in South America, and 9 in other regions.

These depots supply parts to dealers and distributors, which are responsible for sales to retail customers.

Our parts depots and parts delivery systems provide customers with timely access to substantially all the parts required to support our products.

This network includes eight parts depots in North America, eleven in EMEA, three in South America, and eight in other regions.

These depots supply parts to dealers and distributors, which are responsible for sales to retail customers, and our delivery systems provide customers with timely access to substantially required to support our products.

Manufacturing

The efficiency of our manufacturing, logistics and scheduling systems is dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace.

We compete based on product performance, customer service, quality, precision technology and other innovations and price.

The environment is by nature competitive from a pricing standpoint, but we have been able to counter inflationary cost increases with positive price realization.

There is no guarantee that we can maintain positive price realization in the future.

The ability of our supply chain and manufacturing system to timely deliver finished goods is also critical to meeting customer expectations.

Failure to do so might imply losses of competitiveness.

Research and Development, Patents and Licenses, etc.

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

In a continuously and rapidly changing competitive environment, our research and development activities are a vital component in our strategic development.

Our research and development activities are designed to accelerate time-to-market while taking advantage of specialization and experience in different markets.

We own a significant number of patents, trade secrets, licenses and trademarks related to our products and services, and that number is expected to grow as our R&D activities continue.

In a continuously and rapidly changing competitive environment, our research and development ("R&D") activities are a vital strategic component to our growth and progress.

Our R&D activities are designed to accelerate time-to-market while taking advantage of specialization and experience in different markets.

We hold approximately 11,000 registered patents in addition to trade secrets, licenses and trademarks related to our products and services.

We file patent applications in Europe, the U.S.

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

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

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

◦ in Mexico, we own 50% of CNH de Mexico S.A.

de C.V., which manufactures New Holland agricultural equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries.

We purchase materials, parts, components and services from third party suppliers.

We view our relationships with suppliers as critical to our operational effectiveness, and in recent years, we have established closer ties with a significantly reduced number of suppliers, selecting those that enjoy a leading position in the relevant markets.

We purchase certain materials, parts, components and services from third party suppliers.

We view our supplier relationships as critical to our operational effectiveness.

Certain components and parts used in our products are available from a single supplier and cannot be sourced quickly otherwise.

The sudden or unexpected interruption in the availability of certain of our suppliers’ raw materials, parts, and components could result in delays in, or increases in the costs of production.

CNH has embarked on a multi-year supply chain transformation under a strategic sourcing program.

The strategic sourcing program is designed to leverage CNH's long-term relationships with its current suppliers and the establishment of long-term relationships with new suppliers to reduce costs and improve overall performance of the supply chain.

In 2023 we embarked on a multi-year supply chain transformation under our Strategic Sourcing Program ("SSP").

The SSP is designed to leverage our long-term relationships with our current suppliers and support the establishment of long-term relationships with new suppliers in an attempt to capture best total value across the supply chain and to foster co-development and co-innovation initiatives.

Financial Services

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Dealer floorplan financing gives dealers the ability to maintain a representative inventory of products.

In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs.

In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned

rental yards, parts inventory, working capital and other financing needs.

As a captive finance business, Financial Services is reliant on and supports the operations of Agriculture, Construction, their dealers, and customers.

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Financial Services also offers products to finance third party equipment and machines sold through our dealer network or within our core businesses.

Financed third party equipment include used equipment taken in trade by our dealers or equipment used in conjunction with or attached to our products.

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

In Europe, Middle East and Africa, CNH Industrial Capital Europe S.a.S., which is 24.95% owned by CNH Industrial N.V.

Financed third party equipment includes used equipment taken in trade by our dealers or equipment used in conjunction with or attached to our products.

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

In Europe, Middle East and Africa, CNH Industrial Capital Europe S.a.S., which is majority owned by a subsidiary of BNP Paribas, 24.95% owned by CNH Industrial N.V.

and accounted for under the equity method, provides retail financing to customers of Agriculture and Construction.

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In Argentina, vendor programs with banking partners are also utilized.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in the region.

In Asia Pacific, CNH Financial Services supports the sales of Agriculture and Construction by providing retail customer and dealer financing activities in Australia, New Zealand and India, managed through wholly-owned financial services companies.

In China, Agriculture dealer financing activities are provided by and managed through a wholly-owned financial services company.

CNH Financial Services serves as a lender for Iveco Group and services the sale of Iveco Group in Australia and New Zealand.

CNH Financial Services serves as a lender for Iveco Group dealers and end customers in Australia and New Zealand.

Customer Financing

Financial Services has certain retail underwriting and portfolio management policies and procedures that are specific to Agriculture or Construction.

This distinction allows Financial Services to reduce risk by deploying industry-specific expertise in each of these businesses.

This distinction allows Financial Services to reduce credit risk by deploying industry-specific expertise in each of these businesses.

We provide retail financial products primarily through our dealers, who are trained in the use of the various financial products.

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A wholesale underwriting group reviews dealer financial information and payment performance to establish credit lines for each dealer.

In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its

own exposure to any one dealer.

In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its own exposure to any one dealer.

All risk is underwritten and supported by Financial Services.

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Sources of Funding

The long-term profitability of Financial Services’ activities largely depends on the cyclical nature of the industries in which we operate, interest rate volatility, and the ability to access funding on competitive terms.

The long-term profitability of Financial Services’ activities largely depends on the cyclical nature of the industries in which we operate, the credit quality of customers, interest rate volatility, and the ability to access funding on competitive terms.

Financial Services funds its operations and lending activity through a combination of term receivable securitizations, committed secured and unsecured facilities, uncommitted lines of credit, unsecured bonds, unsecured commercial paper, affiliated financing, and retained earnings.

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The conviction that people are the company’s greatest asset is the baseline principle of the Human Capital Management Guidelines which aim to increase organizational effectiveness.

The Company has identified 5 key cultural behaviors which have been cascaded to the entire organization through recent trainings:

The Company has identified five key cultural behaviors which have been cascaded to the entire organization through recent trainings:

Customer First, One Team, Grow Together, Make it Simple, Be the Best.

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CNH also retains consultants, independent contractors, and temporary and part-time workers.

Approximately 700 hourly production employees in the United States were covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America with an expiration date of May 2, 2026.

Approximately 600 hourly manufacturing employees in the United States were covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America with an expiration date of May 2, 2026.

Additionally, approximately 750 U.S.

production employees are covered by a collective bargaining agreement with International Association of Machinists with an expiration date of April 28, 2024.

In Canada, a small number of employees are covered by a collective bargaining agreement between with the United Steelworkers Local Union No.

manufacturing employees are covered by a collective bargaining agreement with International Association of Machinists with an expiration date of April 30, 2028.

In Canada, a small number of employees are covered by a collective bargaining agreement with the United Steelworkers Local Union No.

5917, that expires on April 15, 2026.

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Outside North America and Europe, CNH enters into employment contracts and agreements in those countries in which such relationships are mandatory or customary.

In 2024, our collective bargaining agreements with the International Association of Machinists in the United States will expire, which will require negotiation of new agreements.

Refer to Part I, Item 1A.

Risk Factors for a discussion of the risks associated with our employment relationships.

Diversity and Inclusion

CNH’s Board of Directors is committed to diversity and inclusion (“D&I”) and adopted a Policy on Diversity and Inclusion in 2023.

Employee Engagement

CNH’s Board of Directors adopted a Policy on Diversity and Inclusion in 2023 as required by Dutch regulations.

This policy applies to all CNH employees globally and provides that CNH rejects all forms of discrimination that is based on race, ethnicity, gender, sexual orientation, personal or social status, health, physical condition, disability, age, nationality, religious or personal beliefs, political opinion or against any other protected group.

CNH’s Global Leadership Team ("GLT") is committed to creating a diverse and inclusive workplace where everyone benefits from equal opportunities based on their abilities and skills.

Offering career and advancement opportunities free from discrimination while encouraging and respecting diversity are among the commitments emphasized in CNH’s Human Capital Management Guidelines and Human Rights Policy, available on the Company’s website and Intranet portal.

Further, the Global Leadership demonstrated its commitment to diversity and inclusion by preparing and adopting a statement, which confirms the Company's commitment to rejecting any form of discrimination and creating an environment where everyone benefits from equal opportunities based on their abilities and skills.

The Global Leadership Team has confirmed the Company's commitment to rejecting any form of discrimination and creating an environment where everyone benefits from equal opportunities for professional growth based on their abilities and skills.

Code of Conduct

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We also provide governance and other company information on our website.

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

These materials are provided for informational purposes only.

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

Information about our Executive Officers

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Our executive officers serve at the discretion of our Board of Directors.

Name Current Position with CNH Other Principal Positions Held During Past 5 Years

Wine (56) Executive Director, Chief Executive Officer CEO of Polaris, Inc.

(2008 - 2021)

Name Current Position with CNH

and Effective Date Other Principal Positions Held

During Past 5 Years

Gerrit Marx (49) Chief Executive Officer (2024) CEO of Iveco Group (2022-2024), President of Commercial and Specialty Vehicles at CNH (2019-2021)

Oddone Incisa (52) Chief Financial Officer (2020) President of Financial Services at CNH (2013 - 2024)

Marc Kermisch (50) Chief Information and Digital Officer Interim Chief Technology Officer at CNH (2021 - 2023), Senior Vice President and Chief Technology Officer of OptumRx (2020-2021) and Executive Vice President and Chief Information Officer of Blue Stem Brands Inc.(2019-2020)

Derek Neilson (53) President, Agriculture Chief Operating Officer for EMEA region and President of the Commercial Vehicles Segment (2015-2019)

Stefano Pampalone (56) President, Construction Chief Operating Officer for the Asia Pacific region (2013-2019)

Humayun Chishti (50) President, Construction (2024) Global finance business partner for CNH Construction (2020-2024), Director of Financial Planning and Analysis for CNH Agriculture (2019)

Douglas MacLeod (54) President, Financial Services (2024) President of CNH Industrial Capital LLC (2021- 2023), Global Finance Business Partner for CNH Financial Services (2011-2021)

Stefano Pampalone (57) Agriculture Chief Commercial Officer (2024) President, Construction at CNH (2019-2024)

Roberto Russo (65) Chief Legal and Compliance Officer (2021) General Counsel at CNH (2013-2021)

Friedrich Eichl er (64)

Chief Technology Officer Executive Vice President and Head of Technical Development and Advanced Driver Assistance Systems at Volkswagen Group (VW) (2017-2023)

Scott Moran (59)

Chief Quality and Business System Officer Principal with NEXT LEVEL Partners, LLC (NLP) (2021- 2023) and Vice President in Aerospace and Energy markets at NLP (2013-2020)

Tom Verbaeten (54) Chief Supply Chain Officer Chief Manufacturing Officer at CNH (2015-2018)

Jay Schroeder (54) Chief Technology Officer (2024) Global Agriculture Product Development (2021-2023), and various R&D and Product Development leadership positions (2020 and prior)

Kelly Manley (50)

Chief Human Resources Officer (2024) Chief Diversity & Inclusion, Sustainability and Transformation Officer at CNH (2021-2024) and Vice President of Global Talent, Leadership & Learning for Fiat Chrysler Automobiles group (2005-2020)

Kevin Barr (64)

Senior Leadership Advisor Chief Human Resources Officer at CNH (2021-2023) and Chief Human Resources Officer for Terex Corporation (2000-2019)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business