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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 754 added, 767 removed, 2713 unchanged (36% of the section changed)

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 on this evaluation, our principal executive officer and principal financial officer concluded that, due to the unremediated material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2023.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a15(e) and 15d15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, due to the material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2024.

Management’s Annual Report on Internal Control over Financial Reporting

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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.

Securities and Exchange Commission guidance allows companies to exclude acquisitions from management's report on internal control over financial reporting for the first year after the acquisition when it is not possible to conduct an assessment.

In March 2023, the Company acquired the remaining 89.5% of the capital stock of Augmenta Holding SAS ("Augmenta") it did not own and it acquired a controlling interest in Bennamann Ltd ("Bennamann").

In October 2023, the Company also acquired 100% of the capital stock of Hemisphere GNSS ("Hemisphere") (see Note 2).

Due to the timing of the Augmenta, Bennamann and Hemisphere acquisitions, management has excluded Augmenta, Bennamann and Hemisphere from the annual assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.

Augmenta, Bennamann and Hemisphere represent less than 2% of the consolidated total net assets (excluding acquired intangible assets and goodwill in purchase accounting) and less than 1% of the consolidated Net revenues.

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, 2024.

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The report appears on page 38 .

Material Weakness

In connection with the preparation of our quarterly report on Form 10-Q for the three months ended September 30, 2023 we identified a material weakness in our internal control over financial reporting, which persisted as of December 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the design and implementation of information technology (IT) general controls in the areas of user access limits and segregation of duties related to multiple enterprise resource planning (ERP) applications.

Material Weakness in Internal Control over Financial Reporting – Inventory Management

In connection with the preparation of our Annual report on Form 10-K for the year ended December 31, 2024, we identified a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness relates to deficiencies in the operating effectiveness of internal controls related to the existence and completeness of raw material and work-in-process inventory.

These control deficiencies have not resulted in an error or misstatements to our financial statements or the need to revise any previously published financial results.

However, these deficiencies if not timely remediated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatements to one or more assertions, and IT controls and underlying data that support the effectiveness of IT system-generated data and reports).

The control deficiencies could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.

Management’s Plan to Remediate the Material Weakness

Subsequent to the identification of the material weakness, management under the oversight of the Audit Committee has been implementing measures and taking steps to address the underlying causes of the material weakness, including enhancing our IT general controls framework that addresses risks associated with user access and security, application change management and IT operations.

We are implementing enhanced compensating controls and providing focused training for control owners to help sustain effective control operations and comprehensive remediation efforts relating to segregation of duties to strengthen user access controls and security.

While we believe these efforts have improved our internal controls and address the underlying cause of the material weakness, the material weakness will not be remediated until our remediation plan has been fully implemented and tested and we have concluded that following the improvements to our internal controls, our control environment is operating effectively for a sufficient period of time.

In particular, the enhanced compensating controls and training will require time to test and assess.

We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring.

In addition, we cannot be certain that we have identified all material weaknesses in our internal control over financial reporting, or that in the future we will not have additional material weaknesses in our internal control over financial reporting.

However, the control deficiencies could have resulted in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute a material weakness.

We, with the oversight of the Audit Committee of the Board of Directors, are taking actions to remediate the material weakness in internal control over financial reporting.

Such remediation actions include:

• Develop a remediation plan, which will include hiring consulting professionals with knowledge and experience specific to cycle count internal controls to assist us in evaluating and making recommendations to improve our current raw material and work-in-process cycle count program and controls, including more effective use of the IT systems used to facilitate these cycle counts, to ensure compliance with our policy;

• Performing full-physical inventory counts of raw material and work-in-process inventory in the fourth quarter of 2025 at certain locations;

• Developing standard operating procedures to ensure consistent communication of the raw material and work-in-process inventory count process and adherence to our cycle count policy at facilities managed by us and third-party warehouse service providers;

• Providing training on standard operating procedures, cycle count policy and related internal controls to plant personnel responsible for the cycle count program and inventory processes to ensure the controls are operating effectively going forward.

Changes in Internal Control over Financial Reporting

As described above, the Company is taking steps to remediate the material weakness noted above.

Other than in connection with these remediation steps, there have been no changes in our internal control over financial reporting during the three months ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As described above, the Company has identified a material weakness related to inventory management.

We are undertaking the remediation actions described above to remediate the material weakness that exists as of December 31, 2024.

There have been no other changes in our internal control over financial reporting during the fiscal year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment, the internal control over financial reporting at Bennamann LTD (“Bennamann”), Augmenta Holding SAS (“Augmenta”) and Hemisphere GNSS (“Hemisphere”), which were acquired on March 15, 2023, March 13, 2023 and October 12, 2023, respectively, and whose financial statements represent less than 2% of total assets of the consolidated financial statement amounts (excluding acquired intangible assets and goodwill valued in purchase accounting) for the year ended December 31, 2023.

Accordingly, our audit did not include the internal controls over financial reporting at Bennamann, Augmenta, or Hemisphere.

Basis for Opinion

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The following material weakness has been identified and included in management's assessment:

material weakness related to the design and implementation of information technology general controls in the areas of user access limits and segregation of duties related to multiple enterprise resource planning (ERP) applications.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements.

material weakness related to the operating effectiveness of internal controls related to the existence and completeness of raw material and work-in-process inventory.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied

in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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Other Information

Director and Executive Officer Trading Arrangements

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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The information required by this item regarding our executive officers appears as Item 1 of this Report under the caption "Information about our Executive Officers".

The remaining information required by this item will be contained in the Company's Notice of Meeting and Proxy Statement for its 2024 Annual General Meeting, prepared in accordance with applicable requirements and/or in the Company's Form 10-K/A, which, if required, will be filed no later than 120 days after December 31, 2023.

The remaining information required by this item will be contained in the Company's Notice of Meeting and Proxy Statement for its 2025 Annual General Meeting, prepared in accordance with applicable requirements and/or in the Company's Form 10-K, which, if required, will be filed no later than 120 days after December 31, 2024.

Code of Ethics

We have adopted a Code of Conduct that applies to our executive officers, including our principal executive officer, principal financial officer and principal accounting officer.

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This information is also available in print free of charge to any person who requests it.

Insider Trading Policies and Procedures

We have adopted an insider trading policy and related procedures governing the purchase, sale and/or other distribution of our securities by directors, officers and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Our insider trading policies and procedures are filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

The information required by this item will be contained in the Company’s Notice of Meeting and Proxy Statement for its 2024 Annual General Meeting, prepared in accordance with applicable requirements and/or in the Company's Form 10-K/A, which, if required, will be filed no later than 120 days after December 31, 2023.

The information required by this item will be contained in the Company’s Notice of Meeting and Proxy Statement for its 2025 Annual General Meeting, prepared in accordance with applicable requirements, will be filed no later than 120 days after December 31, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be contained in the Company’s Notice of Meeting and Proxy Statement for its 2025 Annual General Meeting, prepared in accordance with applicable requirements, which will be filed no later than 120 days after December 31, 2024.

Certain Relationships and Related Transactions and Director Independence

The information required by this item will be contained in the Company’s Notice of Meeting and Proxy Statement for its 2025 Annual General Meeting, prepared in accordance with applicable requirements, which will be filed no later than 120 days after December 31, 2024.

Principal Accountant Fees and Services

The information required by this item will be contained in the Company’s Notice of Meeting and Proxy Statement for its 2025 Annual General Meeting, prepared in accordance with applicable requirements, which will be filed no later than 120 days after December 31, 2024.

Exhibits and Financial Statement Schedules

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Report of Independent Registered Public Accounting Firm - (PCAOB ID 42 )

Consolidated S tatements of O perations for the Y ears E nded December 31, 2023, 2022 and 2021

Consolidated S tatements of C omprehensive I ncome for the Y ears E nded December 31, 2023, 2022 and 2021

Consolidated B alance S heets as of December 31, 2023 and 2022

Consolidated S tatements of C ash F lows for the Y ears E nded December 31, 2023, 2022 and 2021

Consolidated S tatements of C hanges in E quity for the Y ears E nded December 31, 2023, 2022 and 2021

Notes to the C onsolidated F inancial S tatements

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 and 2022

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022

Notes to the Consolidated Financial Statements

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 71 immediately following the signature pages of this Report.

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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).

4.2 Officers’ Certificate, dated as of November 14, 2017 (including Form of 3.850% Note due 2027 included therein).

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001-36085) and incorporated herein by reference).

4.4 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (Previously filed as Exhibit 2.4 to the Annual Report on Form 20-F of the registrant for the year ended December 31, 2021 (File Number 001-36085) and incorporated herein by reference).

4.3 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act

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.

Directors’ Compensation Plan (Previously filed as Exhibit 10.2 to the report on Form 8-K of the registrant on May 9 , 20 24 (File No.

001 - 36085 ) incorporated herein by reference).

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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.

Equity Incentive Plan (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on May 9 , 202 4 (File No.

001 - 36085 ) incorporated herein by reference).

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10.7* Form of Restricted Stock Units Agreement (2022-2024) (Previously filed as Exhibit 10.7 to the Annual Report on Form 10-K for the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.6* Form of Performance Share Agreement (2022-2024) (Previously filed as Exhibit 10.6 to the Annual Report on Form 10-K for the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.8* Employment and Severance Agreement with Derek Neilson (Previously filed as Exhibit 10.9 to the Annual Report on Form 10-K for the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.9* Employment and Severance Agreement with Scott W.

Wine (Previously filed as Exhibit 10.10 the Annual Report on Form 10-K of the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.8 Agreement and Plan of Merger among Raven Industries, Inc., CNH Industrial N.V.

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(Previously filed as Exhibit 99.2 to Form 6-K of the registrant on June 21, 2021 and incorporated herein by reference).

10.11 Credit Agreement dated as of March 18, 2019 (Previously filed as Exhibit 10.12 to the Annual Report on Form 10-K of the registrant and incorporated herein by reference).

10.12 Amendment to the Credit Agreement dated March 18, 2019 (Previously filed as Exhibit 10.13 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2022 and incorporated herein by reference).

10.9 Credit Agreement, dated April 19, 2024, by and among CNH Industrial N.V., Citibank Europe PLC, UK Branch, as Facility Agent, and the banks listed therein

10.11* Form of Restricted Stock Units Agreement (2023-2025) (Previously file d as Exhibit 10.13 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2023 and incorporated herein by reference)

10.12* Form of Performance Share Agreement (2023-2025) (Previously filed as Exhibit 10.14 to the Annual Report on Form 10-K of the registrant for the year ended December 31, 2023 and incorporated herein by reference)

10.13* Form of Restricted Stock Units Agreement (2024-2026)

10.14* Form of Performance Share Agreement (2024-2026)

10.15* Executive Employment Agreement with Gerrit Marx (Previously filed as Exhibit 10.1 to the the report on Form 8-K of the registrant on June 28, 2024 (File No.

001-36085) and incorporated herein by reference).

10.16* Letter Agreement dated April 20, 2024 with Scott W.

Wine (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on April 22, 2024 (File No.

001-36085) and incorporated herein by reference).

10.17* Amendments to Employment Agreement with Kevin Barr (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on January 12, 2024 (File No.

001-36085) and incorporated herein by reference).

10.18* Letter Agreement dated May 30, 2024 with Derek Neilson (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on May 31, 2024 (File No.

001-36085) and incorporated herein by reference).

10.19* Executive Employment Agreement with Stefano Pampalone (Previously filed as Exhibit 10.1 to the report on Form 8-K of the registrant on January 14, 2025 (File 001-36085) and incorporated herein by reference).

19.1 Insider Trading Policy

21.0 Subsidiaries and affiliates of the registrant

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23.2 Consent of Deloitte & Touche LLP.

31.1 Certification of Chief Executive Officer of CNH Industrial N .

, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer of CNH Industrial N .

, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer of CNH Industrial N .

and Chief Financial Officer of CNH Industrial N .

, as required pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Recovery Policy of CNH Industrial N.V.

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

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

32.1 Certification of Chief Executive Officer of CNH Industrial N.V.

and Chief Financial Officer of CNH Industrial N.V., as required pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit Description

97.1 Compensation Recovery Policy of CNH Industrial N.V.

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

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CNH INDUSTRIAL N.V.

/s/ GERRIT MARX

Chief Executive Officer

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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.

Each person signing below also appoints Gerrit Marx, 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.

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February 28, 2025

WINE Chief Executive Officer

/s/ GERRIT MARX Chief Executive Officer

February 28, 2025

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Risk Factors” of this Annual Report on Form 10-K.

CNH 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, 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.

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

CNH operates across three business segments:

Agriculture, Construction and Financial Services.

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

We generate revenues and cash flows principally from the sale of equipment to dealers and distributors.

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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.

For our Agriculture segment, the key factors influencing sales are the level of net farm income, which is influenced by commodity prices, and, to a lesser extent, general economic conditions, interest rates and the availability of financing and related subsidy programs.

Variations by region and product are also attributable to differences in typical climate and farming calendars, as well as extraordinary weather conditions.

For 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 our Construction segment, sales levels for heavy construction equipment are particularly dependent on the expected level of major infrastructure construction and repair projects, which is a function of expected economic growth and government spending.

For light construction equipment, the principal factor influencing demand is the level of residential and commercial construction, remodeling and renovation, which is influenced in turn by interest rates and availability of financing, as well as, in the residential sector, levels of disposable income and, in the commercial sector, the broader economic cycle.

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Historically, we have been able to pass on to our customers most of the increase in the cost of raw materials through increases in product pricing.

Nevertheless, even when we are able to do so, there is

usually a time lag between an increase in materials cost and a realized increase in product prices and, accordingly, our results are typically adversely affected at least in the short-term until price increases are accepted in the market.

Nevertheless, even when we are able to do so, there is usually a time lag between an increase in materials cost and a realized increase in product prices and, accordingly, our results are typically adversely affected at least in the short-term until price increases are accepted in the market.

Personnel costs change over time and are impacted by the terms of collective bargaining agreements, inflation and average number of employees.

A significant proportion of our employees are based in countries where labor laws impose significant protection of employers’ rights and, accordingly, we have limited ability to downsize our personnel in response to a decrease in production during periods of market downturn.

A significant proportion of our employees are based in countries where labor laws impose significant protection of employees’ rights and, accordingly, we have limited ability to downsize our personnel in response to a decrease in production during periods of market downturn.

Our results are also affected by changes in foreign exchange rates from period to period, mainly due to the difference in geographic distribution between our manufacturing activities and our commercial activities, resulting in cash flows from exports denominated in currencies that differ from those associated with production costs.

In addition, our Consolidated Financial Statements are expressed in U.S.

In addition, our Consolidated Financial Statements are expressed in

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.

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Global Business Conditions

In combination with the economic recovery factors and repercussions from geopolitical events, the global economy continues to experience volatile disruptions including to the commodity, labor and transportation markets.

These disruptions have contributed to an inflationary environment which has affected, and may continue to affect, the price and availability of certain products and services necessary for the Company's operations.

For example, the Company experienced supply chain disruptions and inflationary pressures in 2022 and, while these trends improved in 2023, the Company continues to experience some disruptions.

The reduction in supply chain disruptions contributed to improved efficiencies in our manufacturing operations, but purchasing costs remain elevated.

In addition, the Company continues to monitor global economic conditions and the impact of macroeconomic pressures, including repercussions from rising interest rates, fluctuating currency exchange rates, inflation and recession fears, on the Company’s business, customers and suppliers.

The global economy is experiencing volatile disruptions due to a combination of factors, including geopolitical events, shifts in trade and economic policies from the new U.S.

presidential administration, change in commodity prices, as well as change in climate conditions.

These disruptions have affected the price and availability of certain products and services used in the Company's operations in 2024, and are expected to persist in 2025.

These factors also affect our customers' profitability, impacting their ability to achieve higher returns on their output, and reducing their purchasing power and demand for our products.

The Company is closely monitoring global economic conditions and the impact that macroeconomic pressures, such as new and retaliatory tariffs, fluctuating currency exchange rates, interest rates and inflation, have on its business, customers, and suppliers.

For a discussion of the Company’s risks and uncertainties, see Part 1, Item 1A:

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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.

income taxes, Financial Services' results, Industrial Activities' interest expenses, net, foreign exchange gains/losses, finance and non-service component of pension and other post-confirm this term is employment benefit costs, restructuring expenses, and certain non-recurring items.

Such non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of ongoing operational activities.

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Revenues on a Constant Currency Basis

CNH 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

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cash flow from operating activities of Financial Services;

investments of Industrial Activities in assets sold under operating leases, property, plant and equipment and intangible assets;

investments of Industrial Activities in property, plant and equipment, intangible assets, and assets sold under operating leases;

change in derivatives hedging debt of Industrial Activities;

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Operating Results

The operations and key financial measures and financial analysis differ significantly for manufacturing and distribution businesses and financial services businesses;

The operations, key financial measures, and financial analysis differ significantly for manufacturing and distribution businesses (Industrial Activities) and financial services businesses;

therefore, management believes that certain supplemental disclosures are important in understanding our consolidated operations and financial results.

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$ 1,246 $ 2,275

We recorded revenues of $24,687 million in 2023, an increase of 4.8% (up 4.7% on a constant currency basis) compared to 2022.

This increase is primarily due to favorable price realization.

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

We recorded revenues of $19,836 million in 2024, a decline of 19.6% (down 18.7% on a constant currency basis) compared to 2023.

This decline was mainly due to lower shipment volumes on decreased industry demand and dealer destocking.

Cost of Goods Sold

Cost of goods sold were $16,838 million in 2023 compared to $16,797 million in 2022, an increase of 0.2% year over year.

As a percentage of net sales of Industrial Activities, cost of goods sold was 76.3% in 2023 (78.0% in 2022), as a result of favorable price realization, partially offset by higher manufacturing and purchasing costs.

For year ended December 31, 2022 this item includes $41 million of asset write-downs due to the suspension of operations in Russia.

Cost of goods sold were $13,350 million in 2024 compared to $16,838 million in 2023, a decrease of 20.7% year over year.

As a percentage of net sales, cost of goods sold was 78.3% in 2024 (76.3% in 2023), the increase in the percentage from 2023 reflects lower production volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses ("SG&A") expenses were $1,863 million in 2023 (7.5% of revenues) compared to $1,752 million in 2022 (7.4% of revenues).

The year over year increase is primarily due to increased labor costs.

For year ended December 31, 2022, SG&A includes $17 million of asset write-downs due to the suspension of operations in Russia.

Selling, general and administrative expenses ("SG&A") decreased to $1,712 million in 2024 (8.6% of revenues) from $1,863 million in 2023 (7.5% of revenues).

The year over year decrease is primarily due to lower labor costs, driven by the Company's restructuring program and lower variable compensation, partially offset by higher credit risk provisions in the Financial Services segment.

Research and Development

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Restructuring Expenses

The Company incurred restructuring costs of $67 million and $31 million for the years ended December 31, 2023 and 2022, respectively.

The Company incurred restructuring costs of $118 million and $67 million in 2024 and 2023, respectively.

The Company’s restructuring program announced in November 2023 targeted both labor and non-labor SG&A expenses.

This program was completed in 2024, and the Company has incurred a total of $128 million from launch to December 31, 2024, under it.

Interest Expense

Interest expense increased to $1,345 million in 2023 from $734 million in 2022 primarily due to higher average interest rates on greater external borrowings, supporting working capital requirements and an increase to the financial services portfolio.

The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $76 million in 2023 compared to $119 million in 2022.

Interest expense increased to $1,611 million in 2024 from $1,345 million in 2023 primarily due to higher average interest rates and higher external borrowings.

The interest expense attributable to Industrial Activities, net of interest income and eliminations, was $152 million in 2024 compared to $76 million in 2023 primarily due to higher external borrowings to support working capital requirements and higher average interest rates.

Other, net expenses were $664 million in 2024 and included 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 and a gain of $14 million for investment fair value adjustments, partially offset by a loss of $17 million on the sale of certain non-core product lines.

Other, net expenses were $830 million in 2023 and included 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 and a gain of $13 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann, offset by a loss of $23 million on the sale of CNH Industrial Russia.

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.

(in millions of dollars, except percentages) 2024 2023 (1)

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Effective tax rate 23.1 % 22.0 %

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

In 2024, income taxes were an expense of $336 million, compared to a tax expense of $594 million in 2023.

The effective tax rates for 2024 and 2023 were 23.1% and 22.0%, respectively.

The decreased tax expense in 2024, as compared to 2023, was largely attributable to lower profit-before tax and the tax impact from Argentina’s highly inflationary economy.

The 2024 tax expense was also reduced by the recognition of $29 million of previously unrecognized deferred tax assets in China, offset by the derecognition of $35 million deferred tax assets in Argentina, increases in withholding tax on dividends, and lower benefit from U.S.

The 2023 effective tax rate was reduced by the recognition of $99 million of previously unrecognized deferred tax assets in the United Kingdom, lower profitability in high-tax jurisdictions as a percent of total profit, higher credits and incentives, and the tax benefits related to the sale of CNH Industrial Russia;

offset by increases in the tax rate due to the tax impact from the Argentina highly inflationary economy and discrete tax expense associated with prior periods.

In 2022, income taxes were an expense of $747 million with an effective tax rate of 27.9%.

The Company's 2022 tax rate was increased by greater profitability in high-tax jurisdictions as a percent of total profit, tax expenses associated with the disposition of Raven’s Engineered Films and Aerostar Divisions, additional reserves for uncertain tax positions and the tax impacts associated with Argentina’s highly inflationary economy.

These impacts were partially offset by the recognition of $55 million of previously unrecognized deferred tax assets in Italy.

offset the tax impact from the Argentina highly inflationary economy and discrete tax expense associated with prior periods.

The Organization for Economic Cooperation and Development (the "OECD") has proposed a global minimum tax of 15% of reported profits ("Pillar Two") that has been agreed upon in principle by over 140 countries.

During 2023, many countries took steps to incorporate Pillar Two model rule concepts into their domestic laws.

The Company continues to monitor developments in the Pillar Two legislation and is working to evaluate the impacts of this legislation on its longer-term financial position.

Pillar Two legislation has been enacted in one or more jurisdictions in which the Company operates and the Company has determined that it falls within the scope of the legislation.

The Company has assessed the impact of the Pillar Two legislation and related transitional safe harbor provisions and does not expect the tax impacts of the legislation to have a material impact on the Company’s financial results during 2024.

Equity in Income of Unconsolidated Subsidiaries and Affiliates

Equity in income of unconsolidated subsidiaries and affiliates was $274 million in 2023 compared to $104 million in 2022 primarily from our joint venture.

The 2023 equity income includes a foreign exchange impact of $84 million.

Equity in income of unconsolidated subsidiaries and affiliates was $138 million in 2024 compared to $178 million in 2023 primarily due to lower sales in our joint venture TürkTraktör ve Ziraat Makineleri A.S.

Industrial Activities and Business Segments

The following tables include 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.

We have also included a discussion of our results of Industrial Activities and of each of our segments.

(in millions of dollars, except percentages)

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(in millions of dollars, except percentages)

2023 2022 $ Change 2023 Adj EBIT Margin 2022 Adj EBIT Margin

2024 2023 (1)

$ Change 2024 Adj EBIT Margin (1)

2023 Adj EBIT Margin

Adjusted EBIT by Segment:

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Adjusted EBIT of Industrial Activities $ 1,404 $ 2,634 $ (1,230) 8.2 % 11.9 %

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

(2) A reconciliation from the most closely related U.S.

GAAP measure to this non-GAAP measure is included on page 53 .

Net sales of Industrial Activities were $22,080 million in 2023, up 2.5% compared to the prior year (up 2.4% on a constant currency basis) primarily due to favorable price realization.

Net sales of Industrial Activities were $17,060 million in 2024, down 22.7% compared to the prior year (down 21.9% on a constant currency basis) primarily due to lower shipment volumes on decreased industry demand and dealer destocking.

Adjusted EBIT of Industrial Activities was $1,404 million in 2024 ($2,634 million in 2023), with an Adjusted EBIT margin of 8.2%.

The increase in adjusted EBIT was primarily attributable to gross margin improvement in our Agriculture and Construction segments, partially offset by increased SG&A expenditures and R&D investments.

The decline was primarily due to lower shipment volumes on decreased industry demand and unfavorable mix in the Agriculture segment;

partially offset by improved purchasing and manufacturing costs, along with a reduction in SG&A expenses.

Business Segment Performance

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Total $ 14,007 $ 18,148 (22.8) %

Net sales for Agriculture were $18,148 million in 2023, a 1.0% increase (up 0.9% on a constant currency basis) compared to 2022.

The increase was driven by favorable price realization, partially offset by dealer destocking actions due to lower industry demand.

In North America, industry volume was up 20% year over year in 2023 for tractors over 140 hp and was down 9% for tractors under 140 hp;

combines were up 2%.

In Europe, Middle East and Africa (EMEA), tractor and combine demand was flat and up 8%,

respectively, of which Europe tractor and combine demand was down 3% and 3%, respectively.

Net sales for Agriculture were $14,007 million in 2024, a 22.8% decline (down 22.1% on a constant currency basis) compared to 2023.

This decline is mainly due to lower shipment volumes on decreased industry demand across all regions and dealer inventory unit requirements across all regions.

In North America, industry volume was down 16% year over year in 2024 for tractors over 140 hp and was down 13% for tractors under 140 hp;

combines were down 22%.

In Europe, Middle East and Africa (EMEA), tractor and combine demand was down 13% and 43%, respectively, of which Europe tractor and combine demand was down 12% and 35%, respectively.

South America tractor demand was down 9% and combine demand was down 31%.

Asia Pacific tractor demand was down 5% and combine demand was down 37%.

Asia Pacific tractor demand was down 1% and combine demand was up 11%.

Adjusted EBIT

Adjusted EBIT was $1,470 million in 2024, compared to $2,636 million in 2023.

The $276 million increase was mostly driven by gross margin improvement, partially offset by increased production costs, SG&A expenses and R&D investments.

The decline was mostly driven by lower shipment volumes and unfavorable mix, partially offset by improved purchasing and manufacturing costs, along with a reduction in SG&A expenses.

R&D investments accounted for 5.9% of sales (5.2% in 2023).

Adjusted EBIT margin was 10.5%.

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Total $ 3,053 $ 3,932 (22.4) %

Net sales for Construction were $3,932 million in 2023, a 10.1% increase (up 9.8% on a constant currency basis) compared to 2022, driven by favorable price realization and positive volume/mix mainly in North America;

partially offset by lower net revenue from South America, and ceased activities in China and Russia.

Global industry volume for construction equipment decreased in both Heavy and Light sub-segments year over year in 2023, down 14% and 1%, respectively.

Aggregated demand increased 2% in EMEA, increased 3% in North America, decreased 24% in South America and decreased 17% for Asia Pacific, particularly in China.

Net sales for Construction were $3,053 million in 2024, a decline of 22.4% (down 21.4% on a constant currency basis) compared to 2023, due to lower shipment volumes across all regions driven mainly by lower market demand and dealer destocking.

Global industry volume for construction equipment increased 1% year over year in 2024 for Heavy construction equipment;

Light construction equipment was down 7%.

Aggregated demand decreased 5% in North America and 12% in EMEA, respectively, and increased 13% in South America and 3% for Asia Pacific, particularly in China.

Adjusted EBIT

Adjusted EBIT was $238 million in 2023 (up $114 million compared to 2022).

The improvement was due to favorable volume and mix and favorable price realization, partially offset by higher raw materials and manufacturing costs and increased R&D investments.

Adjusted EBIT was $169 million in 2024, compared to $238 million in 2023.

The decline was primarily due to lower volumes, partially offset by improved purchasing and manufacturing costs, along with lower SG&A expenses.

Adjusted EBIT margin was 5.5%.

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Finance, Interest and Other Income

Financial Services reported revenues of $2,573 million in 2023, up 28.9% compared to 2022 (up 28.6% on a constant currency basis) primarily driven by favorable volumes and higher base rates across all regions, partially offset by lower used equipment sales due to decreased operating lease maturities.

For the year ended December 31, 2023, net income was $371 million, a $33 million increase compared to 2022, driven by favorable volumes in all regions, partially offset by margin compression in all regions, higher risk costs, increased labor costs and higher taxes, primarily due to increased profitability.

In 2023, retail originations (including unconsolidated joint ventures) were $11.5 billion, up $1.5 billion compared to 2022 (up $1.5 billion on a constant currency basis).

The managed portfolio (including unconsolidated joint ventures) was $28.9 billion as of December 31, 2023 (of which retail was 64% and wholesale 36%), up $5.1 billion compared to December 31, 2022 (up $4.4 billion on a constant currency basis).

At December 31, 2023, the receivable balance greater than 30 days past-due as a percentage of receivables was 1.4% (1.3% as of December 31, 2022).

Financial Services reported revenues of $2,774 million in 2024, up 7.8% compared to 2023 (up 10.1% on a constant currency basis) due to favorable volumes in all regions except EMEA and higher yields in all regions, except South America;

partially offset by lower used equipment sales due to decreased operating lease maturities.

Net income for Financial Services was $379 million in 2024, an $8 million increase compared to 2023, primarily due to favorable volumes in all regions except EMEA, margin improvement in all regions except Asia Pacific, and a favorable effective tax rate due to Argentina inflation adjustment in the current year;

partially offset by increased risk costs due to higher delinquencies in South America, increased specific reserve needs in North America, the derecognition of previously recognized deferred tax assets in Argentina, and lower used equipment sales from less operating lease maturities.

In 2024, retail originations (including unconsolidated joint ventures) were $11.4 billion, down $0.1 billion compared to 2023 (flat on a constant currency basis).

The managed portfolio (including unconsolidated joint ventures) was $27.8 billion as of December 31, 2024 (of which retail was 68% and wholesale 32%), down $1.1 billion compared to December 31, 2023 (up $1.0 billion on a constant currency basis).

At December 31, 2024, the receivable balance greater than 30 days past due as a percentage of receivables was 1.9% (1.4% as of December 31, 2023) due to economic and environmental factors impacting farmers, specifically in South America.

2023 Compared to 2022

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Income tax benefit (expense) (336) (594) (747)

Net (loss) from discontinued operations — — (41)

Net income (loss) $ 1,259 $ 2,287 $ 2,039

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

(2) Unallocated items, eliminations and other primarily includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.

(3) In the years ended December 31, 2024, 2023, and 2022, this item includes a pre-tax gain of $24 million, $24 million, and $24 million, respectively 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 the years ended December 31, 2022 and 2021 this item includes the pre-tax gain of $90 million and $119 million, respectively as a result of the amortization over approximately 4.5 years of the $527 million positive impact from 2018 modification of a healthcare plan in the U.S.

In the years ended December 31, 2022 this item includes the pre-tax gain of $90 million respectively 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.

(4) In the year ended December 31, 2024, this item includes a loss of $17 million on the sale of certain non-core product lines and a gain of $14 million for investment fair value adjustments.

In the year ended December 31, 2023, this item includes a loss of $23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $13 million for the fair value remeasurement of Augmenta and Bennamann.

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.

Supplemental Information

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Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

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

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Industrial Activities includes the Company's Agriculture, and Construction segments, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

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

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Other assets and liabilities (564) 34 — (530) 94 202 — (4) 296

Net cash provided by operating activities 2,137 (1,182) (48) 907 2,005 (1,260) (188) 557

Net cash provided (used) by operating activities 162 2,089 (283) 1,968 2,137 (1,182) (48) 907

Cash Flows from Investing Activities

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Other 586 (431) 26 (5) 181 191 (677) 211 (5) (275)

Net cash used in investing activities (460) (3,450) 211 (3,699) (1,653) (1,394) 38 (3,009)

Net cash provided (used) by investing activities 23 (2,821) 26 (2,772) (460) (3,450) 211 (3,699)

Cash Flows from Financing Activities

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Industrial Activities includes the Company's Agriculture, Construction, and other corporate assets, liabilities, revenues and expenses not reflected within Financial Services.

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

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

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

(5) This item includes the elimination of capital investment between Industrial Activities and 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.

Our operations are capital intensive and subject to seasonal variations in financing requirements for dealer receivables and company inventories.

Whenever necessary, funds from operating activities are supplemented with external sources.

CNH, focusing on cash preservation and leveraging its good access to funding, continues to maintain solid financial strength and liquidity.

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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:

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These diversified funding sources include secured and unsecured facilities, a repurchase agreement, commercial paper and unsecured notes.

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.

On a global level, we 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.

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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.

Fitch also upgraded CNH Industrial Finance Europe S.A.'s senior unsecured rating to 'BBB+' from 'BBB-', with a stable outlook.

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'.

to 'BBB+' from 'BBB-', with a stable outlook.

Fitch also upgraded CNH Industrial Capital LLC's short-term IDR and commercial paper ratings to 'F2' from 'F3'.

On November 25, 2024, Fitch rating affirmed the IDR for CNH Industrial N.V, CNH Industrial Capital LLC and CNH Industrial Capital Canada Ltd.

The Outlook was changed from stable to negative.

Fitch Ratings also affirmed CNH Capital LLC short-term IDR at 'F2'.

On February 25, 2022, Moody's upgraded the senior unsecured ratings of CNH Industrial N.V.

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to Baa2 from Baa3.

At the same time, Moody's withdrew CNH Industrial Finance Europe S.A.

short term rating of (P)P-3.

The rating outlook is stable.

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and its industrial subsidiaries' debt, as well as the issue-level ratings on CNH Industrial Capital LLC's senior unsecured debt, to 'BBB+' from 'BBB'.

The outlook is stable.

On February 21, 2025, S&P Global Ratings changed the outlook of CNH Industrial N.V.

and CNH Industrial Capital LLC from stable to negative.

Current ratings for the Company are as follows:

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S&P Global Ratings

BBB+ A-2 Stable BBB+

BBB+ A-2 Negative BBB+

Fitch Ratings

BBB+ - Stable BBB+

BBB+ - Negative BBB+

Moody’s Investors Service

Baa2 - Stable Baa2

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.

The Company's ratings are investment grade, which the Company believes allow it to access funding at competitive rates.

A credit rating is not a recommendation to buy, sell or hold securities.

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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:

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.

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Consolidated Debt

As of December 31, 2023 and 2022, our consolidated Debt was as detailed in the table below:

As of December 31, 2024 and 2023, our consolidated Debt was as shown below:

Consolidated Industrial Activities Financial Services

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Financial Services reflects the consolidation of the Financial Services’ businesses.

The calculation of Net Cash/(Debt) has of December 31, 2023 and 2022 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:

The calculation of Net Cash (Debt) as of December 31, 2024 and 2023 and the reconciliation of Total Debt, the U.S.

GAAP financial measure that we believe to be most directly comparable, to Net Cash (Debt), are shown below:

Consolidated Industrial Activities Financial Services

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168 380 50 302 118 78

Other current financial assets (2)

— 300 — 300 — —

Derivatives hedging debt (37) (41) (29) (34) (8) (7)

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Total (Debt) of Financial Services includes Intersegment notes payable to Industrial Activities of $334 million and $527 million at December 31, 2024 and 2023, respectively.

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

(2) The net intersegment receivable/(payable) balance owed by Financial Services relating to Industrial Activities was $122 million and $(226) million as of December 31, 2024 and 2023, respectively.

Excluding exchange rate differences effect of $536 million, Net Debt at December 31, 2023 increased by $4,118 million compared to December 31, 2022, mainly reflecting the increase in portfolio receivables of Financial Services of $4,485 million, and the cash out of $1,190 million related to yearly dividend and share buyback program, partially offset by a Free Cash Flow generation from Industrial Activities of $1,216 million.

Excluding the positive effect of exchange rate differences of $1,473 million, Net Debt at December 31, 2024 increased by $2,332 million compared to December 31, 2023.

This was mainly due to an increase in portfolio receivables of Financial Services of $544 million, free cash flow absorption from Industrial Activities of $401 million, and the cash out of $1,309 million related to the share buyback program and dividends paid.

Cash Flow Analysis

For the year ended December 31, 2023, Cash and cash equivalents and Restricted cash combined were $5,045 million, a decrease of $84 million from December 31, 2022, primarily due to receivables portfolio absorption, dividends paid, investments in fixed assets, and acquisition of businesses and other equity investments, partially offset by operating activities cash generation and an increase in external borrowings to support working capital requirements.

For the year ended December 31, 2024, Cash and cash equivalents and Restricted cash combined were $3,866 million, a decrease of $1,179 million from December 31, 2023, primarily due to receivable portfolio growth, investments in fixed assets, the share buyback program, and dividends paid;

partially offset by operating activities cash generation and an increase in external borrowing.

At December 31, 2024, Cash and cash equivalents and Restricted cash were $3,191 million ($4,322 million at December 31, 2023) and $675 million ($723 million at December 31, 2023), respectively.

Undrawn medium-term unsecured committed facilities were $5,945 million ($5,061 million at December 31, 2022) and other current financial assets were $— million ($300 million at December 31, 2022).

Undrawn medium-term unsecured committed facilities were

$5,493 million ($5,945 million at December 31, 2023).

At December 31, 2024, 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 $9,465 million ($11,224 million at December 31, 2023).

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• plus $605 million in non-cash charges for depreciation and amortization ($417 million excluding equipment on operating leases);

• plus change in provisions of $911 million

• plus $173 million in Other non-cash items primarily due to share based payments and write downs of assets under operating leases

• plus $329 million in Other non-cash items;

• plus $86 million change in working capital;

• less change in provisions of $204 million;

• less deferred tax income of $107 million.

• less $2,388 million change in working capital.

In 2023, cash provided by operating activities of continuing operations during the year was $907 million primarily as a result of $2,287 million in net income, change in provisions of $911 million, $564 million in non-cash charges for depreciation, and $173 million in Other non-cash items, partially offset by change in working capital of $2,388 million and change in deferred income taxes of $535 million.

In 2022, cash provided by operating activities of continuing operations during the year was $557 million primarily as a result of $2,039 million in net income, $535 million in non-cash charges for depreciation, and $196 million in Other non-cash items partially offset by an increase of working capital of $2,241 million.

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.

Net Cash from Investing Activities

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In 2023, cash used in investing activities was $3,699 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.

Expenditures included net additions to retail receivables ($2,245 million), expenditures for assets under operating leases ($551 million), and expenditures for property, plant and equipment and intangible assets, excluding assets under operating lease ($644 million).

In 2022, cash used in investing activities was $3,009 million.

Expenditures included net additions to retail receivables ($1,611 million), expenditures for assets under operating leases ($538 million), expenditures for property, plant, and equipment and intangible assets, excluding assets under operating lease ($461 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, 2024, 2023 and 2022:

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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 2022 due to higher investments in new product introductions and technology.

Net Cash from Financing Activities

In 2024, cash used in financing activities totaled $67 million, primarily due to the shares buyback program and dividends paid, partially offset by an increase in external borrowings.

In 2023, cash provided by financing activities totaled $2,598 million, primarily due to an increase in external borrowings to support working capital requirements and an increase to the Financial Services portfolio, partially offset by dividends paid and the shares buyback program.

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 shares buyback program.

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.

Reconciliation of Free Cash Flow

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.

In addition, this non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies.

In addition, these non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies.

The reconciliation of Free Cash Flow of Industrial Activities to Net cash provided (used) by Operating Activities, the U.S.

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(in millions of dollars)

Cash provided (used) by Operating Activities $ 907 $ 557

Cash flow from Operating Activities of Financial Services, net of Eliminations 1,230 1,448

Net cash provided (used) by Operating Activities $ 1,968 $ 907

Cash flows from Operating Activities of Financial Services, net of eliminations (1,806) 1,230

Change in derivatives hedging debt of Industrial Activities 5 9

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Free Cash Flow of Industrial Activities $ (401) $ 1,216

(1) This item primarily includes change in financial receivables and capital increases in intersegment investments.

For the year ended December 31, 2023, the generation of Free Cash Flow of Industrial Activities was $1,216 million primarily due to the strong adjusted EBIT results of the segments, partially offset by working capital absorption, capital expenditures, cash interest and taxes.

(1) This item primarily includes capital increases in intersegment investments and change in financial receivables.

For the year ended December 31, 2024, the use of Free Cash Flow of Industrial Activities was $401 million primarily due to the lower adjusted EBIT results of the segments which were more than offset by working capital absorption, capital expenditures and cash interest and taxes.

Industrial Activities

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At December 31, 2024, we had an aggregate amount of $9.8 billion in bonds outstanding, of which $3.8 billion was issued by Industrial Activities.

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.

The capital markets debt of Industrial Activities is 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, 2023, €3,200 million ($3,537 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.

We have a medium-term note program allowing for the placement of debt securities up to a total authorized amount of €10 billion ($10 billion).

In June 2024, CNH Industrial N.V.

issued Euro 750 million of 3.750% notes due in 2031 with an issue price of 99.168% of their principal amount.

At December 31, 2024, €3,200 million ($3,324 million) was outstanding under the program, all such debt having been issued by CNH Industrial Finance Europe S.A.

(guaranteed by CNH Industrial N.V) or directly by CNH Industrial NV.

CNH Industrial N.V.

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In 2017, 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” On August 15, 2023, the Company paid off the 2023 Notes in cash on the scheduled due date by utilizing available liquid resources.

The 2027 Notes are referred to as the “CNH Industrial N.V.

Senior Notes”

The notes issued under the EMTN (and its predecessor the Global Medium Term Notes Programme) as well as the CNH Industrial N.V.

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A breach of these obligations may require the early repayment of the notes.

At December 31, 2023, CNH 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 repurchase or enforce the available call options of issued bonds.

Such repurchases, if made, depend upon market conditions, the financial situation of CNH Industrial and other factors which could affect such decisions.

At December 31, 2024, the Company was in compliance with such obligations and covenants.

CNH intends to repay the issued bonds in cash at the due date by utilizing available liquid resources.

In addition, CNH may from time to time repurchase or enforce the available call options of issued bonds.

Such repurchases, if made, depend upon market conditions, the financial situation of CNH and other factors which could affect such decisions.

Credit Facilities

At December 31, 2024, Industrial Activities available committed unsecured facilities expiring after twelve months amounted to $4.3 billion ($5.4 billion at December 31, 2023).

Euro 3.25 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 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;

• mandatory prepayment obligations upon a change in control of CNH 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, 2023, CNH was in compliance with the covenants of the Revolving Credit Facility.

CNH entered into an 18-month committed unsecured credit facility on December 19, 2023, was undrawn at December 31, 2023 and was fully drawn on January 12, 2024.

The credit facility provides for an unsecured, committed revolving credit facility in an aggregate principal amount equal to €3.25 billion.

The Company may elect to increase the total commitments under the Credit Facility up to an additional €500 million on the terms set forth in the credit agreement.

The credit agreement will mature, and all outstanding loans will become due and payable, on April 19, 2029, or such later date as may be extended pursuant to the two extension options of one-year each which are available to the Company on the terms set forth in the credit agreement.

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

At December 31, 2024, the Company was in compliance with all covenants in the credit agreement.

Financial Services

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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.

The sale of financial receivables is executed primarily through ABS transactions and involves retail notes and wholesale receivables originated by our Financial Services subsidiaries from end-use customers and dealers, respectively.

At December 31, 2024, our receivables from financing activities included receivables sold and financed through both ABS and factoring transactions of $13.9 billion ($14.1 billion at December 31, 2023), which do not meet derecognition requirements and therefore are recorded on our consolidated statement of financial position.

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Repurchase Agreement

In September 2023, CNH Industrial Capital LLC entered into a Global Master Repurchase Agreement which expires in September 2024.

At December 31, 2023, the Company had CAD 299.9 million ($226.3 million) outstanding under the repurchase agreement, with an obligation to repurchase the underlying receivables in 30 days.

We are a party to a Global Master Repurchase Agreement which expires in September 2025.

As of December 31, 2024, the Company had sold, and not yet repurchase, CAD 450.0 million ($312.8 million) of Canadian receivables under the repurchase agreement, with an obligation to repurchase such receivables in 30 days.

The repurchase agreement is treated as a financing arrangement for accounting purposes.

Capital Markets

In February 2024, CNH Industrial Capital Argentina issued USD 53 million of 7.500% notes due in 2026, with an issue price of 100.000% of their principal amount.

In March 2024, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 4.800% notes due in 2027, with an issue price of 99.876% of their principal amount.

In March 2024, CNH Industrial Capital LLC issued USD 600 million of 5.100% due in 2029 with an issue price of 99.157% of their principal amount.

In April 2024, 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 USD 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 USD 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.

BRL 335 million at CDI + 0.550% due 2026, BRL 245 million at CDI + 0.750% due in 2027 and BRL 120 million at CDI + 0.900% due in 2028.

In May 2024, CNH Industrial Australia issued AUD 250 million of 5.400% notes due in 2027 at an issue price of 99.877% of their principal amount.

In September 2024, the obligation nominal amount was increased of AUD 75 million, at an issue price of 101.561%, for a total of AUD 325 million.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 50 million of notes at CDI + 0.900% due in 2028, through a private placement.

In April 2023, CNH Industrial Capital LLC issued USD 600 million of 4.550% notes due 2028, with an issue price of 98.857% of their principal amount.

In May 2023, CNH Industrial Capital Argentina issued USD 36.4 million of 0% notes due in 2025 at an issue price of 124% of their principal amount.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of 12.290% notes due in 2028, through a private placement.

In June 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of notes in two tranches:

BRL 400 million at CDI + 1.40%, due in 2025 and BRL 100 million at CDI +1.60%, due in 2026.

In July 2023, CNH Industrial Capital Australia Pty.

Limited issued AUD 175 million of 5.800% notes due in 2026 at an issue price of 99.715% of their principal amount.

In August 2023, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 5.500% notes due in 2026, with an issue price of 99.883% of their principal amount.

In September 2023, CNH Industrial Capital LLC issued USD 500 million of 5.500% notes due in 2029 at an issue price of 99.399% of their principal amount.

BRL 100 million at 12.350% due in 2026 and BRL 100 million at 12.850% due in 2027, through a private placement.

In October 2024, CNH Industrial Capital LLC issued USD 500 million of 4.500% notes due in 2027 with an issue price of 99.809% of their principal amount.

In October 2024, CNH Industrial Capital Canada Ltd.

issued CAD 300 million of 4.000% notes due 2028 with an issue price of 99.964% of their principal amount.

In October 2024, Banco CNH Industrial Capital S.A.

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BRL 150 million at CDI + 0.350% due in 2026, BRL 200 million at CDI + 0.500% due in 2027 and BRL 150 million at CDI + 0.700% due in 2028.

In November 2024, CNH Industrial Capital Argentina issued USD 17 million of 6.000% notes due in 2026 at an issue price of 100% of their principal amount.

In November 2024, CNH Industrial Capital Argentina issued USD 11 million of 7.500% notes due in 2028 at an issue price of 100% of their principal amount.

Credit Facilities

At December 31, 2024, Financial Services' available committed, unsecured facilities expiring after twelve months amounted to $1.2 billion ($0.5 billion at December 31, 2023).

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Purchase Obligations

Our purchase obligations at December 31, 2023, included the following:

• commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of approximately $207 million.

Our purchase obligations at December 31, 2024, include commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of approximately $76 million.

Critical Accounting Estimates

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Allowance for Obsolete and Slow-moving Inventory

The allowance for obsolete and slow-moving inventory reflects our estimate of the expected loss in value, and has been determined on the basis of past experience and historical and expected future trends in the used equipment market.

A worsening of the economic and financial situation could cause a further deterioration in conditions in the used equipment market compared to that taken into consideration in calculating the allowances recognized in the financial statements.

Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out method.

Net realizable value is the estimated selling price, less reasonably predictable costs of completion or disposal and transportation.

We estimate the selling price of equipment based on past experience and expected future trends in dealer inventory unit requirements, pricing and promotions, and local market and general economic conditions.

Recoverability of Long-lived Assets (including Goodwill)

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Goodwill and indefinite-lived other intangible assets are tested for impairment at least annually.

In 2021, 2022 and 2023, we performed our annual impairment review as of December 31 and concluded that there was no impairment.

For goodwill, in 2022, 2023, and 2024, we performed our annual impairment review as of December 31 of each year 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 2024.

For indefinite-lived other intangible assets, in 2022 and 2023 our annual impairment review performed as of December 31 of each year concluded that there was no impairment in either year.

In 2024, the fair value of our indefinite-lived other intangible asset was below the carrying value by $11 million and the Company recognized an impairment charge, within Research and Development expense, of $11 million for the Agriculture reporting unit.

The fair value of the in-process research and development ("IPR&D") was determined using the relief from royalty method.

Under the relief from royalty approach, the fair value of the indefinite-lived intangible asset is calculated based on the present value of royalties avoided.

This approach is dependent on several management assumptions, including estimates of future revenues, estimated cost of completion, and the weighted average cost of capital.

Residual Values of Assets Leased Out Under Operating Lease Arrangements

We purchase equipment from our dealers and lease such equipment to retail customers under operating leases.

Our Financial Services segment purchase equipment from our dealers and leases such equipment to retail customers under operating leases.

Income from these operating leases is recognized over the term of the lease.

Our decision on whether or not to offer lease financing to customers is based, in part, upon estimated residual values of the leased equipment, which are estimated at the lease inception date and periodically updated.

Realization of the residual values, a component in the profitability of a lease transaction, is dependent on our ability to market the equipment at least termination under the then prevailing market conditions.

Realization of the residual values, a component in the profitability of a lease transaction, is dependent on our ability to market the equipment at lease termination under the 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.

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The total accruals recorded were $2,075 million, $2,433 million and $1,556 million in “Other liabilities” on the Consolidated Balance Sheets at December 31, 2024, 2023 and 2022, respectively.

The increase in each of 2023 and 2022 were targeted initiatives to drive higher retail demand.

The decrease in 2024 was due to dealer destocking, while the increase in 2023 was due to targeted initiatives to drive higher retail demand.

Product Warranties

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The product warranty accruals at December 31, 2024, 2023 and 2022 were $633 million, $610 million and $544 million, respectively.

The increase in each of 2023 and 2022 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.

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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 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 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.

The following table includes the effects of a one percentage-point change in our primary actuarial assumptions on pension, healthcare and other postemployment benefit obligations and expense:

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Realization of Deferred Tax Assets

At December 31, 2023, we had a net deferred tax asset on temporary differences, including tax attributes, of $1.6 billion, of which $0.2 billion are not recognized in the financial statements.

At December 31, 2024, we had a net deferred tax asset on temporary differences, including tax attributes, of $1.6 billion, including $0.2 billion of deferred tax assets that are not recognized in the financial statements.

The corresponding totals at December 31, 2023, were $1.6 billion and $0.2 billion, respectively.

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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.

During the fourth quarter of 2023, we recognized a significant portion of the deferred tax assets related to our operations in the UK, resulting in a $99 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 2024, we recognized a significant portion of the deferred tax assets related to our operations in China, resulting in a $29 million non-cash tax benefit, as those operations had consistently returned to pre-tax profitability, with the trend anticipated to continue for the foreseeable future.

During this same period, we also recorded a valuation allowance on deferred tax assets generated by our financial services business in Argentina, resulting in a $35 million non-cash increase to the Company’s tax

expense, as those operations generated statutory tax losses attributable to Argentina’s hyperinflationary economy that we do not anticipate utilizing in the foreseeable future.

During the fourth quarter of 2023, we recognized a significant portion of the deferred tax assets related to our operations in the U.K., resulting in a $99 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 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.

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In the event an adverse outcome is probable, but an estimate is not determinable or is possible, the matter is disclosed.

S ee “Note 15:

Commitments and Contingencies” to the consolidated financial statements for the year ended December 31, 2024 for additional information.

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;

All statements other than statements of historical fact contained in this filing including competitive strengths;

business strategy;

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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.

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.

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the many interrelated factors that affect consumer confidence and worldwide demand for capital goods and capital goods-related products, changes in government policies regarding banking, monetary and fiscal policy;

legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, trade and commerce and infrastructure development;

government policies on international trade and investment, including sanctions, import quotas, capital controls and tariffs;

volatility in international trade caused by the imposition of tariffs, sanctions, embargoes, and trade wars;

legislation, particularly pertaining to capital goods-related issues such as agriculture, the environment, debt relief and subsidy program policies, commerce and infrastructure development;

government policies on international trade and investment, including sanctions and actions after recent U.S.

elections in respect to global trade, tariffs, trade agreements, and the uncertainty of our ability to sell products internationally based on these actions and policies;

actions of competitors in the various industries in which we compete;

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our ability to realize the anticipated benefits from our business initiatives as part of our strategic plan, including targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations;

our failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures, strategic alliances or divestitures and other similar risks and uncertainties, and our success in managing the risks involved in the foregoing.

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.

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Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside CNH’s control.

CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this announcement to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

CNH expressly disclaims any intention or obligation to provide, update or revise any forward-looking statements in this document to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based.

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

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We have audited the accompanying consolidated balance sheets of CNH Industrial N.V.

and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the two years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 16 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also 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, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

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◦ Confirmed certain dealer inventory balances as of year-end.

◦ Obtained the Company's external legal analysis related to dealer agreements for certain regions to validate the performance obligation within the respective dealer agreements.

• With the assistance of professionals in our firm with expertise related to the accounting for revenue, we evaluated management’s analysis of certain revenue recognition practices and the timing of revenue recognition related to such practices.

/s/ Deloitte & Touche LLP

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of CNH Industrial N.V.

(the Company) as of December 31, 2022, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the two 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 the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with U.S.

We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in equity for the year 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 results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

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Equity in income of unconsolidated subsidiaries and affiliates 138 178 104

Net income (loss) from continuing operations 2,383 2,039 1,801

Net income (loss) from discontinued operations — — ( 41 )

Net income (loss) 1,259 2,287 2,039

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Basic earnings (loss) per share attributable to common shareholders

Continuing operations $ 1.78 $ 1.50 $ 1.32

Discontinuing operations — — ( 0.05 )

Basic earnings per share attributable to CNH Industrial N.V.

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Diluted earnings (loss) per share attributable to common shareholders

Continuing operations $ 1.76 $ 1.49 $ 1.32

Discontinuing operations — — ( 0.05 )

Diluted earnings per share attributable to CNH Industrial N.V.

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Cash dividends declared per common share $ 0.470 $ 0.396 $ 0.302

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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$ 896 $ 2,191 $ 2,248

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Total Liabilities and Equity $ 42,933 $ 46,267

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Net income (loss) $ 1,259 $ 2,287 $ 2,039

Net income (loss) from discontinued operations — — ( 41 )

Net income (loss) of continuing operations 2,383 2,039 1,801

Adjustments to reconcile net income to net cash provided by operating activities:

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(Gain) loss from disposal of assets 11 10 ( 42 )

Loss on repurchase of notes — — 8

Undistributed income (loss) of unconsolidated subsidiaries ( 11 ) ( 115 ) ( 69 )

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Other assets and liabilities ( 530 ) 296 232

Cash flow from operating activities (discontinued operation) — — 884

Net cash provided by operating activities 907 557 4,082

Net cash provided (used) by operating activities 1,968 907 557

Cash Flows from Investing Activities

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Other, net 181 ( 275 ) ( 496 )

Cash flow from investing activities (discontinued operation) — — ( 431 )

Net cash used in investing activities ( 2,772 ) ( 3,699 ) ( 3,009 )

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Dividends paid ( 607 ) ( 538 ) ( 423 )

Purchase of treasury stock and other ( 652 ) ( 153 ) —

Cash flow from financing activities (discontinued operation) — — ( 46 )

Purchase of treasury stock ( 702 ) ( 652 ) ( 153 )

Net cash provided (used) by financing activities ( 67 ) 2,598 1,964

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Cash, cash equivalents and restricted cash, end of year $ 3,866 $ 5,045 $ 5,129

Cash, cash equivalents and restricted cash, end of year (discontinued operation) — — 1,017

Cash, cash equivalents and restricted cash, end of year (continuing operations) 5,045 5,129 5,845

Components of cash, cash equivalents and restricted cash

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Total cash, cash equivalents and restricted cash $ 3,866 $ 5,045 $ 5,129

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

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(in millions of dollars) Common

Accumulated Other Comprehensive Income (Loss) Noncontrolling

Accumulated Other Comprehensive Income (Loss) (1)

Noncontrolling

Total Redeemable

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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

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— — — ( 412 ) — — ( 412 ) ( 11 )

Acquisition of treasury stock — ( 153 ) — — — — ( 153 ) —

Common shares issued from treasury stock and capital increase for share-based compensation — 7 ( 7 ) — — — — —

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Balance December 31, 2022 25 ( 230 ) 1,504 7,906 ( 2,278 ) — 6,927 49

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) — — — 2,275 — ( 4 ) 2,271 16

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Balance December 31, 2024 25 ( 1,386 ) 1,415 10,309 ( 2,712 ) 62 7,713 55

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

(2) Dividends per share of common stock of $ 0.470 , $ 0.396 , and $ 0.302 were declared in the years ended December 31, 2024, 2023 and 2022, respectively.

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Goodwill and Other Intangibles

Supply Chain Finance Programs

Employee Benefit Plans and Postretirement Benefits

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Segment Reporting

Related Party Information

Note 22 Subsequent Events

Note 22 Related Party Information

Note 23 Immaterial Revision of Prior Period Financial Statements

CNH INDUSTRIAL N.V.

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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.

Subsequent to December 31, 2021, the Company had three reportable segments consisting of:

The Company has 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.

The Company was formed as a result of the merger of Fiat Industrial S.p.A.

and its subsidiary CNH Global N.V.

with and into CNH, effective September 29, 2013.

Spin-off of On-Highway Business

Until December 31, 2021, CNH Industrial N.V.

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 the periods prior to the Demerger have been reflected in our Consolidated Statement of Operations, retrospectively, as discontinued operations.

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 due to the Demerger that occurred on January 1, 2022.

Details of Statement of Operations line items included in Discontinued Operations, after the eliminations, for the year ended December 31, 2021 are as follows:

(in millions of dollars)

Net sales $ 14,743

Finance, interest and other income 194

Total Revenues 14,937

Costs and Expenses

Cost of goods sold 12,765

Selling, general and administrative expenses 989

Research and development expenses 594

Restructuring expenses 39

Interest expense 129

Other, net 380

Total Costs and Expenses 14,896

Income (loss) before income taxes and equity in income of unconsolidated subsidiaries and affiliates 41

Income tax (expense) benefit ( 113 )

Equity in income of unconsolidated subsidiaries and affiliates 31

Net Income (loss) from discontinued operations $ ( 41 )

All cash flows from Discontinued Operations are reported in the appropriate items for operating, investing and financing activities in the Statement of Cash Flows.

The cash flows represent those arising from transactions with third parties.

Cash flows from Discontinued Operations for the year ended December 31, 2021 are as follows:

(in millions of dollars)

Cash Flows from Operating Activities

Net income (loss) of discontinued operations $ ( 41 )

Adjustments to reconcile net income to net cash provided (used) by operating activities:

Depreciation and amortization expense excluding depreciation and amortization of assets under operating lease 316

Depreciation and amortization expense of assets under operating lease 296

(Gain) loss on disposal of assets ( 44 )

Undistributed income of unconsolidated subsidiaries ( 13 )

Other non-cash items 197

Changes in operating assets and liabilities:

Provisions 87

Deferred income taxes 36

Trade and financing receivables related to sales, net 54

Inventories, net ( 216 )

Trade payables 25

Other assets and liabilities 187

Cash flow from operating activities of discontinued operation $ 884

Cash Flows from Investing Activities

Additions to retail receivables $ ( 42 )

Collections of retail receivables 50

Proceeds from the sale of assets, net of assets under operating leases —

Expenditures for property, plant and equipment and intangible assets excluding assets under operating leases ( 348 )

Expenditures for assets under operating leases ( 763 )

Cash flow provided (used) by investing activities of discontinued operation $ ( 431 )

Cash Flows from Financing Activities

Proceeds from long-term debt $ 3,459

Payments of long-term debt ( 3,602 )

Net increase (decrease) in other financial liabilities 97

Dividends paid —

Cash flow from financing activities of discontinued operation $ ( 46 )

Immaterial Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements for the three months ended September 30, 2024, the Company identified an immaterial error related to the highly inflationary accounting for its unconsolidated subsidiary in Türkiye, TürkTraktör ve Ziraat Makineleri A.S.

("TürkTraktör") in the quarterly and annual periods in fiscal 2023 and first and second quarters in fiscal 2024.

The functional currency of Türkiye-based TürkTraktör is the Turkish lira, and the Türkiye economy was deemed highly inflationary in 2022.

CNH has determined that its translation criteria from Turkish lira into CNH's functional currency of US Dollars resulted in an overstatement of CNH's Equity in income of Unconsolidated Subsidiaries and Affiliates by $ 96 million in 2023 and by $ 67 million in the first half of 2024.

In accordance with SAB No.

99, "Materiality," and SAB No.

108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," CNH evaluated the error and determined that the related impact was not material to its financial statements for any prior annual or interim period, but that correcting the cumulative impact of the error would be significant to its results of operations for the three months ended September 30, 2024.

For comparative purposes, the Company has made these immaterial corrections to the recognition of highly inflationary impacts, as well as the related impacts to assets and retained earnings in the 2023 period presented in this Form 10-K.

The impacts of the error and subsequent corrections are contained entirely within the Agriculture segment.

A summary of revisions to our previously reported financial statements is presented in Note 23:

Immaterial Revision of Prior Period Financial Statements.

We will also correct previously reported financial information for this immaterial error in the Company's filings through the second quarter of 2025.

Summary of Significant Accounting Policies

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The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the entity.

The Company assesses whether it is the primary beneficiary on an ongoing

basis, as prescribed by the accounting guidance on the consolidation of VIEs.

The Company assesses whether it is the primary beneficiary on an ongoing basis, as prescribed by the accounting guidance on the consolidation of VIEs.

The consolidated status of the VIEs with which the Company is involved may change as a result of such reassessments.

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At December 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 111 million and $ 51 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed has not been finalized as of December 31, 2023.

Thus, goodwill associated with the acquisition is subject to adjustment during the measurement period.

The valuation of assets acquired and liabilities assumed was finalized as of December 31, 2024.

Measurement period adjustments were made in 2024 to reduce goodwill by $ 3 million and increase other intangible assets by $ 6 million, offset by an increase in deferred tax liabilities and a decrease in other assets.

Pro forma results of operations have not been presented because the effects of the Hemisphere acquisition were not material to the Company’s consolidated results of operations.

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At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 118 million and $ 46 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2023.

Thus, goodwill associated with the acquisition is subject to adjustment during the measurement period.

Measurement period adjustments were made during the year reducing goodwill by $ 3 million, primarily offset by increases in intangible assets as a result of updates of certain of the valuations.

The valuation of assets acquired and liabilities assumed was finalized as of March 31, 2024.

Measurement period adjustments were made in 2023 reducing goodwill by $ 3 million, primarily offset by increases in intangible assets as a result of updates to certain of the valuations.

Pro forma results of operations have not been presented because the effects of the Bennamann acquisition were not material to the Company’s consolidated results of operations.

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At March 31, 2023, CNH recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including $ 76 million and $ 35 million in preliminary goodwill and intangible assets, respectively.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2023.

Thus, goodwill associated with the acquisition is subject to adjustment during the measurement period.

Measurement period adjustments were recorded during the year reducing goodwill by $ 14 million primarily offset by increases in intangible assets as a result of updates of certain of the valuations.

The valuation of assets acquired and liabilities assumed was finalized as of March 31, 2024.

Measurement period adjustments were recorded during 2023 reducing goodwill by $ 14 million primarily offset by increases in intangible assets as a result of updates of certain of the valuations.

Pro forma results of operations have not been presented because the effects of the Augmenta acquisition were not material to the Company’s consolidated results of operations.

Additionally, Augmenta's post-acquisition results were not material.

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.

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 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 )

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;

Significant estimates in these consolidated financial statements include the recoverability of long-lived assets, including property, plant and equipment, goodwill and other intangible assets;

residual values of equipment on operating leases;

allowance for credit losses;

tax contingencies and valuation allowances;

realizability of deferred tax assets;

liabilities for warranties;

sales allowances;

allowance for obsolete and slow-moving inventory;

and assets and obligations related to employee benefits.

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Revenue is measured as the amount of consideration the Company is entitled 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 timing of when the Company transfers control of 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 sales incentive program costs, 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.

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The Company has determined that the customers from the sale of equipment and parts are 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 is entitled to receive.

The Company recognizes revenue at a point in time when control has transferred to the customer at the amount of consideration that the Company expects to be entitled.

In most of the jurisdictions where the Company operates, and subject to specific exceptions, transfer of control occurs upon shipment.

We have elected to recognize at the time of sale costs for shipping and handling activities that occur after control has transferred.

These expenses are presented in Cost of Goods Sold.

For certain sales transactions, the equipment may be temporarily held at our location under a bill-and-hold arrangement, whereby the Company bills a customer for equipment that will be picked up by the customer or its designated carrier at a later date.

Under these arrangements, control typically transfers when the product is ready for physical transfer to the customer and cannot be directed to another customer, risk and rewards of ownership are transferred to the customer and the Company has a present right to payment.

We have elected to recognize shipping and handling activities that may occur after control has transferred as fulfillment costs, which are presented in Cost of goods sold.

For all sales, no uncertainty exists surrounding the purchaser’s obligation to pay for equipment and parts.

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The Company records an appropriate allowance for credit losses.

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.

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 in 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.

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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;

Receivables for further information), two separate performance obligations exist.

The first performance obligation consists of the sale of the equipment from Industrial Activities to the dealer.

Sales to dealers may be accompanied by floorplan agreements under which the Company offers wholesale financing, which may include “interest-free” financing for specified period of time (which also vary by geographic market and product line;

Receivables for further information).

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 is 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.

The interest-free financing represents a financing component, and therefore is recognized upfront as a reduction of net sales of Industrial Activities.

The compensation received by Financial Services from Industrial Activities for the period of the interest-free financing and the interest charged to the dealer for the remaining period 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.

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CNH 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 cost 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 cost 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.

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At the time a sale of equipment or parts is recognized, CNH records the estimated future base warranty costs for the product.

CNH determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to the part of equipment that has been sold and is still under warranty.

Campaigns are formal post-production modification programs approved by management.

CNH determines its total warranty liability by applying historical claims rate experience, while considering specific contractual terms, to equipment that has been sold and is still under warranty.

Quality 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.

Warranty liabilities include estimated costs for parts owned by dealers that are utilized for warranty repairs, including parts sold by CNH to dealers prior to their utilization in warranty repairs.

CNH expenses advertising costs as incurred.

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Government grants are recognized in the financial statements when there is reasonable assurance that the Company 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.

Government grants are recognized as income over the periods necessary to match 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.

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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.

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, 2023 and 2022 the Company recorded net gain of $ 10 million and net loss $ 185 million, respectively.

For the year ended December 31, 2021 the Company recorded a net loss of $ 135 million.

Included in the net losses in 2021 were charges of $ 47 million (inclusive of impact of discontinued operations) due to the devaluation of net monetary assets of Argentinian subsidiaries.

There was no impact in 2023 and 2022 as the functional currency of the Argentinian subsidiary was changed to the US Dollar.

For the years ended December 31, 2024, and 2023 the Company recorded a net gain on foreign currency transactions of $ 17 million and $ 10 million, respectively.

For the year ended December 31, 2022, the Company recorded a net loss on foreign currency transactions of $ 185 million.

As described in Note 16:

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These amounts are held by depository banks in order to comply with contractual agreements.

Restricted cash equivalents are highly liquid investments with an original maturity of one month or less.

Restricted cash equivalents also include balances held under escrow exclusively for the repayment of the pension obligations relating to U.K.

Pension plans.

Cash Flow Information

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CNH paid interest of $ 1,598 million, $ 1,091 million and $ 718 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For 2023, 2022 and 2021, the amount includes a charge of $ — million , $ — million and $ 8 million, respectively, in connection with the Company’s accelerated debt redemption strategy.

CNH paid taxes of $ 769 million, $ 802 million and $ 717 million in 2024, 2023 and 2022, respectively.

In 2024, Other non-cash items of $ 329 million primarily included amortization of debt issuance costs and discounts of $ 71 million and writedowns of financial assets of $ 204 million.

In 2023, Other non-cash items of $ 173 million primarily included share-based payments of $ 99 million and writedowns of financial assets of $ 80 million.

In 2022, Other non-cash items of $ 196 million primarily included share-based 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 2024, Investing Activities - Other primarily consisted of change in related party receivable/payable with Iveco Group of $ 151 million.

In 2023, Investing Activities - Other included cash paid for business acquisitions of $ 312 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.

In 2022, Investing Activities - Other primarily consisted of change in related party receivable/payable with Iveco Group less proceeds from the sale of the Raven EFD and Aerostar divisions and sale of certain real estate.

Receivables are recorded at amortized cost, net of allowances for credit losses and deferred fees and costs.

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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 dealers.

Wholesale receivables include dealer floorplan financing, and to a lesser extent, the financing of dealer operations.

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.

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The loss forecast models are updated on a quarterly basis.

calculation is adjusted for forward looking macroeconomic factors, such as GDP and Net Farm Income.

The calculation is adjusted for forward-looking macroeconomic factors, such as GDP and Net Farm Income.

The forward-looking macroeconomic factors are updated quarterly.

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Revolving charge accounts are generally deemed to be uncollectible and charged off to the allowance for credit losses when delinquency reaches 120 days.

Inventories are stated at the lower of cost or market.

Inventories are stated at the lower of cost or net realizable value.

Cost is determined by the first-in, first-out method.

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Other equipment 3 - 10 years

The following paragraph presents the Company’s policy for leases for which it is a lessee.

Impairment of Long-Lived Assets

CNH 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 or asset group may not be fully recoverable.

If circumstances require a long-lived asset or asset group to be tested for possible impairment, CNH compares the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Lessee Arrangements

The Company leases certain buildings, plant and machinery, vehicles, and IT equipment for its own use.

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.

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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’s credit spread.

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’s credit spread.

The Company primarily uses the incremental borrowing rate as the discount rate for its lease liabilities.

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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

Lessor Arrangements

Financial Services purchases leases and equipment from CNH dealers and other independent third parties that have leased equipment to retail customers under operating leases.

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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.

Matured operating lease inventory is reported in "Other assets."

Goodwill and Other Intangibles

Matured operating lease inventory is reported in "Inventory."

Goodwill and Other Intangible Assets

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, 2023 and 2022, the Company performed its annual impairment review and concluded there was no impairment to goodwill.

Other intangibles consist primarily of acquired dealer networks, trademarks, in-process research and development, product drawings, patents, and capitalized 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.

Software costs capitalized by CNH primarily relate to cost incurred in the production of software to be embedded in our products.

Other indefinite-lived assets primarily consist of in-process research and development (“IPR&D”), software in progress and acquired trademarks which have no legal, regulatory, contractual, competitive, economic, or other factor that limits their useful life.

Goodwill and indefinite-lived intangible assets are not amortized and are reviewed for impairment at least annually.

At December 31, 2024 and 2023, the Company performed its annual goodwill impairment review and determined there was no impairment to goodwill.

At December 31, 2024 and

2023, the Company performed its annual indefinite-lived intangible assets impairment review and recorded an impairment charge on its autonomy IPR&D of $ 11 million in 2024 and no impairment in 2023.

Definite-lived intangible assets consist primarily of acquired dealer networks, product drawings, patents, and capitalized software.

Software costs capitalized by CNH primarily relate to costs incurred in the production of software to be embedded in our products.

Capitalized software costs are included in Other intangible assets, net on our Consolidate Balance Sheets.

Capitalization of costs begins when technological feasibility has been established and ends upon reaching commercialization.

Amortization of the assets occurs on a straight-line basis over the assets useful life which is primarily 2 – 5 years.

Capitalization of software costs begins when technological feasibility has been established and ends upon reaching commercialization.

Amortization of definite-lived intangible assets occurs on a straight-line basis over the useful life of the asset which is primarily 2 – 5 years for capitalized software and 5 - 25 years for other definite lived intangible assets.

As stated above, the Company evaluates the recoverability of the carrying amount of long-lived assets, which include definite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable.

If circumstances require a long-lived asset to be tested for possible impairment, the carrying amount of an asset or asset group is compared to future undiscounted net cash flows expected to be generated by the asset or asset group.

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 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 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.

The provision for income taxes is determined using the asset and liability method.

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Share-Based Compensation Plans

CNH recognizes all share-based compensation as an expense based on the fair value of each award on the grant date.

CNH measures all share-based compensation as an expense based on the fair value of each award on the grant date.

CNH recognizes share-based compensation costs on a straight-line basis over the requisite service period for each separately vesting portion of an award.

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Adopted in 2024

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 recognize and measure 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 adopted ASU 2021-08 and applied the guidance within ASU 2021-08 on business combinations beginning January 1, 2023.

The adoption did not have a material impact on our consolidated financial statements.

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 adopted ASU 2022-02 and applied the guidance within ASU 2022-02 to its consolidated financial statements and disclosures prospectively beginning January 1, 2023.

The adoption did not have a material impact on the Company's consolidated financial statements and note disclosures.

Supplier Finance Programs Disclosures

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations ("ASU 2022-04").

ASU 2022-04 requires the buyer in a supplier finance program to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented.

ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 and applied the guidance within ASU 2022-04 to its disclosures beginning January 1, 2023.

As these amendments relate to disclosures only, there are no other impacts to the Company’s consolidated financial statements.

Under the supply chain finance programs, administered by third parties, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion.

Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution.

The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program.

As of December 31, 2023 and 2022, $ 148 million and $ 189 million, respectively, of obligations remain outstanding that we have confirmed as valid to the administrators of the supply chain finance programs.

These balances are included within “ Accounts payable ” in our consolidated balance sheets and are reflected as cash flow from operating activities in our consolidated statements of cash flows when settled.

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 elected to adopt ASU 2020-04 and ASU 2022-06 in the second quarter of 2023.

The Company renegotiated its contract terms on its interest rate derivatives by changing the floating interest rate swap from LIBOR to overnight SOFR.

The Company elected to make the change using the optional expedients under ASC 848, which allow the change in critical terms without

de-designation and results in no change to the cumulative basis adjustment reflected in earnings.

The elections did not have a material impact on our consolidated financial statements.

Not Yet Adopted

Improvements to reportable segment disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"), to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 in the fourth quarter of 2024 with updates to related segment disclosures.

Leases between entities under common control

4 unchanged sentences

Property, Plant and Equipment .

The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted.

The Company does not anticipate that the ASU will have a significant effect on its financial statements and related disclosures.

The adoption did not have a material impact on our consolidated financial statements.

Not Yet Adopted

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expense and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements.

The Company is evaluating the impact this guidance will have on the disclosures in the consolidated financial statements .

Disclosure improvements

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The Company does not anticipate that the ASU will have a significant effect on its financial statements and related disclosures.

Improvements to reportable segment disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , to improve the disclosures about a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses.

The amendments in this update are effective date for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption to our reportable segment disclosures.

Improvements to income tax disclosures

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Early adoption is permitted.

The Company is currently evaluating the impact this guidance will have to our income tax disclosures.

The Company is currently evaluating the impact this guidance will have on its income tax disclosures.

The following table summarize revenues for the years ended December 31, 2024, 2023 and 2022:

4 unchanged sentences

Construction 3,053 3,932 3,572

Eliminations and other — — —

Total Industrial Activities 17,060 22,080 21,541

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As a result, the above table should not be regarded as a forecast of future cash collections.

Financing receivables have significant concentrations of credit risk in the agriculture and construction business sectors.

Financing receivables has significant concentrations of credit risk in the agriculture and construction business sectors.

On a geographic basis, there is not a disproportionate concentration of credit risk in any area.

1 unchanged sentence

Transfers of Financial Assets

As part of its overall funding strategy, the Company periodically transfers certain receivables into special purpose entities ("SPEs") as part of its asset backed securitization ("ABS") programs or into factoring transactions.

As part of its overall funding strategy, the Company periodically transfers certain receivables into bankruptcy-remote special purpose entities ("SPEs") as part of its asset backed securitization ("ABS") programs or into factoring transactions.

SPEs utilized in the securitization programs differ from other entities included in the Company's consolidated financial statements because the assets they hold are legally isolated from the Company's assets.

For bankruptcy analysis purposes, the Company has sold the receivables to the SPEs in a true sale and the SPEs are separate legal entities.

Upon transfer of the receivables to the SPEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the SPEs' creditors.

The SPEs have ownership of cash balances that also have restrictions for the benefit of the SPEs' investors.

The Company's interests in the SPEs' receivables are subordinate to the interests of third-party investors.

None of the receivables that are directly or indirectly sold or transferred in any of these transactions are available to pay the Company's creditors until all obligations of the SPE have been fulfilled or the receivables are removed from the SPE.

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

The SPEs are consolidated since the Company has both the power to direct the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the SPEs.

Therefore, the SPEs do not meet the accounting criteria for deconsolidation.

As a result, they are accounted for as a secured borrowing.

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

The Company may retain all or a portion of the subordinated interests in the SPEs.

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Ending balance $ 376 $ 48

At December 31, 2023, the allowance for credit losses included an increase in reserves due to reserve needs primarily in South America, partially offset by a decrease in reserves of $ 15 million due to the sale of CNH Capital Russia.

CNH will update the macroeconomic factors and qualitative factors in future periods, as warranted.

For the period ended on December 31, 2024, the allowance for credit losses incl uded an increase in retail reserves, primarily driven by specific reserve needs in South America.

This increase was largely due to Brazilian market conditions, including current crop prices, flooding, and drought events.

The provision for credit losses is included in selling, general and administrative expenses.

2 unchanged sentences

Retail Wholesale

Opening Balance $ 220 $ 65

Opening Balance, as recast $ 270 $ 64

Provision 86 ( 6 )

Charge-offs, net of recoveries ( 17 ) ( 7 )

Charge-offs ( 42 ) ( 5 )

Recoveries 4 —

Foreign currency translation and other ( 8 ) —

Ending balance $ 310 $ 53

At December 31, 2022, the allowance for credit losses included increases in reserves due to growth in the retail portfolio and additionally included $ 15 million for domestic Russian receivables, $ 9 million for the addition of revolving charge accounts in North America and $ 7 million in China related to Construction.

CNH will update the macroeconomic factors and qualitative factors in future periods, as warranted.

The provision for credit losses is included in selling, general and administrative expenses.

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Ending balance $ 270 $ 64

At December 31, 2021, the allowance for credit losses included a reduction in retail reserves primarily due to the improved outlook for the agricultural industry and a reduced expected impact on credit conditions from the COVID-19 pandemic.

The provision for credit losses is included in selling, general and administrative expenses.

CNH assesses and monitors the credit quality of its financing receivables based on delinquency status.

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Non-performing financing receivables represent receivables for which CNH has ceased accruing finance income.

These receivables are generally 90 days past due.

These receivables are generally over 90 days past due.

Accrued interest is charged-off to interest income.

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Current Total

Total Gross Charge-offs

North America

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2021 255 1 256 1

2020 115 1 116 2

2019 31 1 32 2

Prior to 2019 3 — 3 1

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Total Wholesale $ 9 $ 2 $ 11 $ 10,321 $ 10,332 $ 2 $ 10,334 $ 5

Troubled Debt Restructurings

A restructuring of a receivable constitutes a TDR when the lender grants a concession it would not otherwise consider to a borrower that is experiencing financial difficulties.

As a collateral based lender, CNH typically will repossess collateral in lieu of restructuring receivables.

As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings.

For wholesale receivables, concessions granted may include extended contract maturities, inclusion of interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

As of December 31, 2023 and 2022, CNH's TDRs for retail and wholesale receivables were immaterial.

Inventories (stated at the lower of cost or market, cost being determined on a FIFO basis) as of December 31, 2023 and 2022 consist of the following:

Modifications

CNH periodically modifies the terms of their finance receivable agreements with customers experiencing financial difficulties.

Typically, the types of modifications granted are payment deferrals, extended contract maturities, modification of a contractual interest rate or waiving of interest and principal.

As a collateral based lender, CNH has recourse to the financed assets on default.

The Company continues to monitor the credit quality of these modified financing receivables.

CNH's allowance for credit losses incorporates historical loss information, including the effects of the modified financing receivables.

Therefore, additional adjustments to the allowance are generally not recorded upon modification of the financing receivable.

As of December 31, 2024, modifications of CNH's retail and wholesale receivables for customers experiencing financial difficulties were immaterial.

Defaults and subsequent write-offs of receivables modified in the prior twelve months were not significant during the full year 2024.

Due to conditions in the Brazilian market, including crop prices and extreme weather events like flooding and drought, CNH has offered payment refinancing to South American customers.

These refinancings are not deemed to be modifications as they are insignificant adjustments to the contract and generally, the customer are not considered to be in financial difficulty.

To qualify, customers must make partial payments on their outstanding installments.

CNH takes these refinancings into account when provisioning for credit losses.

As of December 31, 2024, $ 95 million of installments were refinanced relating to $ 380 million of retail Agricultural receivables in South America.

Inventories (stated at the lower of cost or net realizable value, cost being determined on a FIFO basis) as of December 31, 2024 and 2023 consist of the following:

(in millions of dollars)

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Property, plant and equipment recorded under capital leases were immaterial as of December 31, 2024 and 2023.

Depreciation expense on the above property, plant and equipment totaled $ 213 million, $ 198 million and $ 210 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Depreciation expenses on the above property, plant and equipment totaled $ 235 million, $ 213 million and $ 198 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company had contractual commitments of $ 76 million and $ 207 million for the acquisition of property, plant and equipment at December 31, 2024 and 2023, respectively.

2 unchanged sentences

(in millions of dollars)

2024 2023 (1)

Equity method $ 403 $ 425

1 unchanged sentence

Total $ 490 $ 479

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

A summary of the combined results of operations and financial position as reported by the investees that CNH accounts for using the equity method is as follows (unaudited):

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Net income $ 380 $ 477 $ 280

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

As of December 31,

(in millions of dollars)

2024 2023 (1)

Total assets $ 7,558 $ 7,568

1 unchanged sentence

Total equity $ 1,128 $ 1,221

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

The investees included in these tables primarily consists of Al Ghazi Tractors Ltd.

( 43.2 % ownership), Turk Traktor re Ziraat Makineteri A.S.

( 43.2 % ownership), TürkTraktör ve Ziraat Makineleri A.S.

( 37.5 % ownership), New Holland HFT Japan Inc.

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Leases with a term of 12 months or less are not recorded in the balance sheet.

For the leases the Company recognized, on a straight-line basis over the lease term, the Company incurred lease expense of $ 10 million and $ 13 million for the year ended December 31, 2023 and 2022, respectively.

For the year ended December 31, 2023 and 2022, the Company incurred operating lease expenses of $ 93 million and $ 74 million, respectively.

For the leases the Company recognized, on a straight-line basis over the lease term, the Company incurred lease expense of $ 5 million, $ 10 million and $ 13 million for the year ended December 31, 2024, 2023 and 2022, respectively.

For long-term leases recorded in the balance sheet, the Company incurred operating lease expenses of $ 106 million, $ 93 million and $ 74 million for the year ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2024 and 2023, the Company recorded approximately $ 275 million and $ 297 million of a right-of-use asset, respectively, and $ 282 million and $ 300 million of lease liability included in Other assets and Other liabilities , respectively.

At December 31, 2023 and 2022 the weighted-average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted-average discount rate for operating leases were 5.6 years and 4.4 %, and 5.9 years and 3.8 %, respectively.

During the year ended December 31, 2023 and 2022, leased assets obtained in exchange for operating lease obligations were $ 153 million and $ 114 million, respectively.

During the year ended December 31, 2023 and 2022, operating cash outflow for amounts included in the measurement of operating lease obligations was $ 90 million and $ 73 million, respectively.

At December 31, 2024 and 2023 the weighted-average remaining lease term (calculated on the basis of the remaining lease term and the lease liability balance for each lease) and the weighted-average discount rate for operating leases were 5.1 years and 4.5 %, and 5.6 and 4.4 %, respectively.

During the years ended December 31, 2024 and 2023, leased assets obtained in exchange for operating lease obligations were $ 84 million and $ 153 million, respectively.

During the years ended December 31, 2024 and 2023, operating cash outflow for amounts included in the measurement of operating lease obligations was $ 103 million and $ 90 million, respectively.

Future minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows:

8 unchanged sentences

Equipment on operating leases $ 1,831 $ 1,784

Accumulated depreciation ( 367 ) ( 392 )

Accumulated depreciation and other changes ( 365 ) ( 367 )

Net equipment on operating leases $ 1,466 $ 1,417

12 unchanged sentences

Foreign currency translation and other ( 24 ) ( 3 ) ( 3 ) ( 30 )

Acquisitions 288 — — 288

Balance at December 31, 2024 $ 3,402 $ 44 $ 138 $ 3,584

1 unchanged sentence

Goodwill related to the acquisitions was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized.

During fiscal year 2023, measurement period adjustments were recorded reducing goodwill by $ 14 million and $ 3 million for Augmenta and Bennamann, respectively.

The valuations of assets acquired and liabilities assumed have not yet been finalized as of December 31, 2023.

Thus, goodwill associated with the acquisitions is subject to adjustment during the measurement period.

Measurement period adjustments were recorded in 2024 reducing goodwill by $ 3 million for Hemisphere.

During the fiscal year 2023, measurement period adjustments were recorded reducing goodwill by $ 14 million and $ 3 million for Augmenta and Bennamann, respectively.

The valuations of assets acquired and liabilities assumed were finalized for Hemisphere as of December 31, 2024 and for Augmenta and Bennamann as of March 31, 2024.

Impairment testing for goodwill is done at a reporting unit level.

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Goodwill and other indefinite-lived intangible assets are tested for impairment annually or more frequently if a triggering event occurs.

At December 31, 2023, the Company completed its annual impairment assessment and concluded there were no impairments to goodwill for any of the reporting units.

As of December 31, 2023 the estimated fair values of all reporting units with goodwill exceeded the carrying value by more than 40 %.

Accordingly, management determined that none of the reporting units were at higher risk for impairment at December 31, 2023.

As of December 31, 2023, and December 31, 2022, the Company’s other intangible assets and related accumulated amortization consisted of the following:

At December 31, 2024 the Company completed its annual impairment assessment and concluded there were no impairments to

goodwill for any of the reporting units.

As of December 31, 2024 the estimated fair values of each reporting units with goodwill exceeded the carrying value by more than 58 %.

As of December 31, 2024 and 2023, the Company’s other intangible assets and related accumulated amortization consisted of the following:

(in millions of dollars)

14 unchanged sentences

Total other intangible assets $ 2,907 $ 1,686 $ 1,221 $ 2,848 $ 1,556 $ 1,292

During the fourth quarter 2024, the Company recorded an impairment charge of $ 11 million related to the in-process research and development asset in the Agriculture segment.

The impairment charge is included in Research and Development expenses in the Consolidated Statement of Operations.

During 2023, the Company’s acquisitions lead to an increase in intangible assets of $ 35 million, $ 46 million and $ 51 million for Augmenta, Bennamann and Hemisphere, respectively.

The recorded intangibles comprised for developed technology, in-process R&D, and customer relationships.

Measurement period adjustments were recorded in the second and third quarters increasing intangible assets by $ 12 million and $ 5 million for Augmenta and Bennamann, respectively.

The valuation of assets acquired and liabilities assumed has not been finalized as of December 31, 2023.

The intangible assets associated with the acquisitions are subject to adjustment during the measurement period.

CNH recorded amortization expense of $ 164 million, $ 130 million and $ 85 million during 2023, 2022 and 2021, respectively.

The recorded intangibles comprise developed technology, in-process R&D, and customer relationships.

Measurement period adjustments were recorded in 2024 increasing intangible assets by $ 6 million for Hemisphere.

During 2023, measurement period adjustments were recorded in the second and third quarters increasing intangible assets by $ 12 million and $ 5 million for Augmenta and Bennamann, respectively.

The valuations of assets acquired and liabilities assumed were finalized for Hemisphere as of December 31, 2024, and finalized for Augmenta and Bennamann as of March 31, 2024.

CNH recorded amortization expenses of $ 182 million, $ 164 million and $ 130 million during 2024, 2023 and 2022, respectively.

Based on the current amount of other intangible assets subject to amortization, the estimated annual amortization expense for each of the succeeding 5 years is expected to be as follows:

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At December 31, 2024, CNH’s available committed unsecured facilities expiring after twelve months amounted to $ 5.5 billion ($ 5.9 billion at December 31, 2023).

In March 2019, CNH 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 exercised the first of the two extension options as of February 28, 2020 and the second extension option as of February 26, 2021.

The facility is now due to mature in March 2026 for € 3,950.5 million;

€ 49.5 million within the facility will mature in March 2025.

The credit facility replaced the existing five-year € 1.75 billion credit facility due to mature in 2021.

The € 4 billion facility is guaranteed by the parent company with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A.

and CNH Industrial Finance North America Inc.), includes typical provisions for contracts of this type and size, such as:

customary covenants mainly relating to Industrial Activities including negative pledge, a status (or pari passu) covenant, restrictions on the incurrence of indebtedness by certain subsidiaries, customary events of default (some of which are subject to minimum thresholds and customary mitigants) including cross-default, failure to pay amounts due or to comply with certain provisions under the loan agreement, the occurrence of certain bankruptcy-related events and mandatory prepayment obligations upon a change in control of CNH or the borrower and a financial covenant (Net debt/EBITDA ratio relating to Industrial Activities) that is not applicable with the current ratings levels.

The failure to comply with these provisions, in certain cases if not suitably remedied, can

lead to the requirement to make early repayment of the outstanding advances.

At December 31, 2023, the Company was in compliance with all covenants in the revolving credit facility.

Euro 3.25 billion Revolving Credit Facility:

On April 19, 2024, the Company terminated its five-year committed revolving credit agreement dated March 18, 2019 (as amended and restated on December 10, 2021) and entered into a new five-year credit agreement, which provides for an unsecured, committed revolving credit facility in an aggregate principal amount equal to € 3.25 billion.

The Company may elect to increase the total commitments under the credit facility up to an additional € 500 million on the terms set forth in the credit agreement.

The credit facility will mature, and all outstanding loans will become due and payable, on April 19, 2029, or such later date as may be extended pursuant to the two extension options of one-year each which are available to the Company on the terms set forth in the credit agreement.

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

At December 31, 2024, Financial Services’ committed asset-backed facilities expiring after twelve months amounted to $ 3.7 billion ($ 3.7 billion at December 31, 2023), of which $ 3.1 billion at December 31, 2024 ($ 3.7 billion at December 31, 2023) were utilized.

CNH entered into an 18-month committed unsecured credit facility on December 19, 2023, was undrawn at December 31, 2023 and was fully drawn on January 12, 2024.

A summary of issued bonds outstanding as of December 31, 2024, is as follows:

4 unchanged sentences

CNH Industrial Finance Europe S.A.

EUR $ 750 0.000 % April 1, 2024 $ 829

CNH Industrial Finance Europe S.A.

EUR 650 1.750 % September 12, 2025 $ 675

12 unchanged sentences

CNH Industrial N.V.

EUR 750 3.750 % June 11, 2031 779

CNH Industrial N.V.

USD 500 3.850 % November 15, 2027 500

2 unchanged sentences

Financial Services

CNH Industrial Capital LLC USD $ 500 4.200 % January 15, 2024 $ 500

CNH Industrial Capital LLC USD 500 3.950 % May 23, 2025 $ 500

2 unchanged sentences

CNH Industrial Capital LLC USD 600 1.450 % July 15, 2026 600

CNH Industrial Capital LLC USD 500 4.500 % October 8, 2027 500

CNH Industrial Capital LLC USD 600 4.550 % April 10, 2028 600

CNH Industrial Capital LLC USD 500 5.500 % January 12, 2029 500

CNH Industrial Capital LLC USD 600 5.100 % April 20, 2029 600

CNH Industrial Capital Australia Pty Ltd.

2 unchanged sentences

CNH Industrial Capital Canada Ltd.

CAD 300 1.500 % October 1, 2024 226

CNH Industrial Capital Canada Ltd.

CAD 400 5.500 % August 11, 2026 278

CNH Industrial Capital Canada Ltd CAD 400 4.800 % March 25, 2027 278

CNH Industrial Capital Canada Ltd CAD 300 4.000 % April 11, 2028 208

CNH Industrial Capital Argentina S.A.

USD 131 0.000 %

2025/2028 131

Banco CNH Industrial Capital S.A.

3 unchanged sentences

Total Financial Services $ 6,022

(1) Bond listed on the Irish Stock Exchange

(1) Bond listed on the regulated market of Euronext Dublin

(2) Bond listed on the Global Exchange Market of Euronext Dublin

(3) Bond listed on the New York Stock Exchange

1 unchanged sentence

(in millions of dollars)

Industrial Activities Financial Services Total Industrial Activities Financial Services Total

Industrial Activities Financial Services Consolidated Industrial Activities Financial Services Consolidated

Total bonds $ 3,774 $ 6,022 $ 9,796 $ 3,986 $ 5,170 $ 9,156

7 unchanged sentences

The weighted-average interest rate on consolidated debt at December 31, 2024, and 2023 was 5.7 % and 5.3 %, respectively.

In February 2024, CNH Industrial Capital Argentina.

issued USD 53 million of 7.500 % notes due in 2026, with an issue price of 100.000 % of their principal amount.

In March 2024, CNH Industrial Capital Canada Ltd.

issued CAD 400 million of 4.800 % notes due in 2027, with an issue price of 99.876 % of their principal amount.

In March 2024, CNH Industrial Capital LLC issued USD 600 million of 5.100 % due in 2029 with an issue price of 99.157 % of their principal amount.

In April 2024, Banco CNH Industrial Capital S.A.

issued BRL 600 million of notes in two tranches:

BRL 177 million at CDI + 0.900 %, due in 2024 and BRL 423 million at CDI + 1.100 %, due in 2025.

issued BRL 700 million of notes in three tranches:

BRL 335 million at Certificado de Depósito Interbancário ("CDI") + 0.550 % due 2026, BRL 245 million at CDI + 0.750 % due in 2027 and BRL 120 million at CDI + 0.900 % due in 2028.

In May 2024, CNH Industrial Australia issued AUD 250 million of 5.400 % notes due in 2027 at an issue price of 99.877 % of their principal amount.

In September 2024, the obligation nominal amount was increased by AUD 75 million, at an issuance price of 101.561 %, for a total of AUD 325 million.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 350 million of notes at CDI + 1.100 %, due in 2025, through a private placement.

In May 2022, CNH Industrial Capital LLC issued USD 500 million of 3.950 % notes due in 2025 at an issue price of 99.469 % of their principal amount.

In September 2022, Banco CNH Industrial Capital S.A.

issued BRL 50 million of notes at CDI + 0.900 % notes due in 2028, through a private placement.

In May 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of 12.290 % notes due in 2028, through a private placement.

In June 2024, Banco CNH Industrial Capital S.A.

issued BRL 200 million of notes in two tranches:

BRL 100 million at 12.350 % due in 2026 and BRL 100 million at 12.850 % due in 2027, through a private placement.

In June 2024, CNH Industrial N.V.

issued Euro 750 million of 3.750 % notes due in 2031 with an issue price of 99.168 % of their principal amount.

In October 2024, CNH Industrial Capital LLC issued USD 500 million of 4.500 % notes due in 2027 with an issue price of 99.809 % of their principal amount.

In October 2024, CNH Industrial Capital Canada Ltd.

issued CAD 300 million of 4.000 % notes due 2028 with an issue price of 99.964 % of their principal amount.

In October 2024, Banco CNH Industrial Capital S.A.

issued BRL 500 million of notes in three tranches:

BRL 268 million at CDI + 0.900 %, due in 2024;

BRL 193 million at CDI + 1.050 %, due in 2025;

and BRL 239 million at CDI + 1.300 %, due in 2026.

In October 2022, CNH Industrial Capital LLC issued USD 400 million of 5.450 % notes due in 2025 at an issue price of 99.349 % of their principal amount.

In October 2022, CNH Industrial Capital Argentina issued USD 23 million of 0.000 % notes due in 2025.

This was a voluntary exchange offer for the outstanding USD-linked Series 1 notes issued in 2020 due August 2023.

In November 2022, Banco CNH Industrial Capital S.A.

issued BRL 22 million of notes at CDI + 1.050 %, due in 2025, through a private placement.

In December 2022, Banco CNH Industrial Capital S.A.

issued BRL 190 million of notes at CDI + 0.850 %, due in 2024, through a private placement.

BRL 150 million at CDI + 0.350 % due in 2026, BRL 200 million at BRL at CDI + 0.500 % due in 2027 and BRL 150 million at CDI + 0.700 % due in 2028.

In November 2024, CNH Industrial Capital Argentina issued USD 17 million of 6.000 % notes due in 2026 at an issue price of 100.000 % of their principal amount.

In November 2024, CNH Industrial Capital Argentina issued USD 11 million of 7.500 % notes due in 2028 at an issue price of 100.000 % of their principal amount.

In April 2023, CNH Industrial Capital LLC issued USD 600 million of 4.550 % notes due 2028, with an issue price of 98.857 % of their principal amount.

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BRL 312.1 million at CDI + 0.900 %, due in 2025, BRL 172.4 million at CDI + 1.000 %, due in 2026 and BRL 115.5 million at CDI + 1.300 %, due in 2027.

On January 4, 2022 Fitch Ratings raised its Long-Term Issuer Default Rating on CNH Industrial N.V.

to ‘BBB+’ from ‘BBB-’.

Fitch also upgraded CNH Industrial Finance Europe S.A.’s senior unsecured rating to ‘BBB+’ from ‘BBB-'.

The Outlook is Stable.

On January 7, 2022 Fitch has upgraded the Long-Term Issuer Default Ratings and senior unsecured debt ratings of CNH Industrial Capital LLC (CNHI Capital) and CNH Industrial Capital Canada Ltd.

(CNH Canada) to 'BBB+' from 'BBB-'.

The Rating Outlook is Stable.

Fitch has also upgraded CNHI Capital's Short-Term IDR and commercial paper (CP) ratings to 'F2' from 'F3'.

On February 25, 2022, Moody's Investors Service (Moody's) upgraded the senior unsecured ratings of CNH Industrial N.V.

(CNHI) and its supported subsidiaries including CNH Industrial Capital LLC, CNH Industrial Finance Europe S.A.

(CNHI Finance), CNH Industrial Capital Australia Pty.

Limited and CNH Industrial Capital Canada Ltd.

to Baa2 from Baa3.

At the same time, Moody's withdrew CNHI Finance's short term rating of (P)P-3.

The outlook is stable.

On November 30, 2023, Standard & Poor's ("S&P") Global Ratings raised its long-term issuer credit ratings on CNH Industrial N.V.

and its subsidiary, CNH Industrial Capital LLC, to 'BBB+' from 'BBB'.

S&P Global Ratings also affirmed the 'A-2' short-term issuer credit rating.

Additionally, S&P Global Ratings raised the issue-level ratings on CNH Industrial N.V.

and its industrial subsidiaries' debt, as well as the issue-level ratings on CNH Industrial Capital LLC's senior unsecured debt, to 'BBB+' from 'BBB'.

The outlook is stable.

The bonds issued by CNH may contain commitments of the issuer, and in certain cases commitments of CNH Industrial N.V.

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Financial Instruments" for fair value information on debt.

Supply Chain Finance Programs

Under the supply chain finance ("SCF") programs, administered by a third party, our suppliers are given the opportunity to sell receivables from us to participating financial institutions at their sole discretion.

Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution.

The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program.

No guarantees are provided by the Company under the SCF program.

As of December 31, 2024 and 2023, $ 79 million and $ 148 million, respectively, of obligations remain outstanding that we have confirmed as valid to the administrators of the SCF programs.

We have no economic interest in a supplier's decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

These balances are included within " Trade payables " in our consolidated balance sheets and are reflected as cash flow from operating activities in our consolidated statements of cash flows when settled.

Changes in the outstanding obligation for the year ended December 31, 2024, are as follows:

(in millions of dollars)

Balance at beginning of year $ 148

Invoices confirmed during the year 1,459

Confirmed invoices paid during the year ( 1,501 )

Currency translation adjustment and other ( 27 )

Balance at end of year $ 79

CNH Industrial N.V.

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statutory corporation tax rates in force over each of the Company’s calendar year reporting periods;

specifically, the tax rate of 23.5 % 19.0 % and 19.0 % for the years ended December 31, 2023, 2022 and 2021, respectively.

specifically, the tax rate are 25.0 %, 23.5 % and 19.0 % for the years ended December 31, 2024, 2023 and 2022, respectively.

Reconciliations of CNH’s income tax expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

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Tax credits and incentives ( 88 ) ( 136 ) ( 54 )

Change in tax rate or law — — ( 5 )

Hyper-inflationary tax impacts (1)

( 64 ) 27 ( 6 )

Withholding taxes (1)

Other ( 1 ) 18 63

Total income tax provision (benefit) $ 336 $ 594 $ 747

(1) These balances were shown within "Other" in previous periods.

In the current period, they have been presented separately.

Prior period amounts have been reclassified for comparability.

The change in tax expense in 2024 as compared to 2023 was largely attributable to lower profit-before tax and the tax impact from Argentina's highly inflationary economy as identified in the table above.

The 2024 tax expense was also reduced by the recognition of $ 29 million of previously unrecognized deferred tax benefit assets in China, offset by the de-recognition of $ 35 million of deferred tax assets in Argentina, increases in withholding tax on dividends, and lower benefits from U.S.

The decreased tax expense in 2023, as compared to 2022, was largely attributable to the recognition of $ 99 million of previously unrecognized deferred tax assets in the United Kingdom, lower profitability in high-tax jurisdictions as a percent of total profit, higher credits and incentives, and the tax benefit related to the sale of CNH Industrial Russia, offset by increases in the tax rate due to the tax impact from the Argentina highly inflationary economy and discrete tax expense associated with prior periods.

The higher tax expense in 2022, as compared to 2021, was driven by increased profitability in high-tax jurisdictions as a percent of total profit, taxes associated with the disposition of Raven’s Engineered Films Division and Raven’s Aerostar Division, additional reserves for uncertain tax positions, and the tax impacts associated with Argentina's highly inflationary economy.

The 2022 tax rate was reduced by the recognition of $ 55 million of previously unrecognized deferred tax assets in Italy.

The 2021 tax rate was reduced by the recognition of $ 161 million of previously unrecognized deferred tax assets 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.

At December 31, 2024, undistributed earnings in certain subsidiaries outside the U.K.

totaled approximately $ 2 billion for which no deferred tax liability has been recorded because the remittance of earnings from those jurisdictions would incur no tax, or because such earnings are indefinitely reinvested.

The Company has determined the amount of unrecognized deferred tax liability relating to the $ 2 billion of undistributed earnings was approximately $ 206 million and was attributable to withholding taxes and incremental local country income taxes in certain jurisdictions.

Further, the Company evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $ 13 million of deferred tax liabilities as of December 31, 2023.

totaled approximately $ 13 billion, of which $ 2 billion could give rise to tax costs upon distribution.

The company has not recorded a deferred tax liability related to its undistributed earnings because the remittance of earnings to the U.K.

would either incur no tax, or because such earnings are indefinitely reinvested.

The Company has determined the amount of unrecognized deferred tax liability relating to the $ 2 billion of undistributed earnings that would be taxable if distributed was approximately $ 136 million and was attributable to withholding taxes and incremental local country income taxes in certain jurisdictions.

The repatriation of undistributed earnings from subsidiaries to the U.K.

is generally exempt from U.K.

income taxes and as such there is no deferred tax liability associated with undistributed earnings from non-UK jurisdictions.

income taxes and as such there is no deferred tax liability associated with the receipt of undistributed earnings by the U.K.

tax-resident parent entity from its subsidiaries in non-U.K.

jurisdictions.

Finally, the Company

evaluated the undistributed earnings from joint ventures in which it owned 50% or less and recorded $ 10 million of deferred tax liabilities as of December 31, 2024.

Deferred Income Tax Assets and Liabilities

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As of December 31, 2024, the Company has valuation allowances of $ 183 million against certain deferred tax assets, including tax loss carry forwards, tax credits and other deferred tax assets.

These valuation allowances are primarily attributable to certain operations in China, Germany, and the U.K.

These valuation allowances are primarily attributable to certain operations in Argentina, Germany, and the U.K.

CNH has gross tax loss carry forwards in several tax jurisdictions.

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CNH also has tax loss carry forwards of approximately $ 730 million with indefinite lives.

CNH has tax credit carry forwards of $ 45 million of which $ 5 million will expire in 2026, $ 3 million will expire in 2027, and $ 37 million will expire in 2028 and beyond.

CNH has tax credit carry forwards of $ 51 million of which $ 9 million will expire in 2026, $ 2 million will expire in 2027, $ 5 million will expire in 2028, and $ 35 million will expire in 2029 and beyond.

Uncertain Tax Positions

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Balance, end of year $ 268 $ 234

As of December 31, 2023, there are $ 234 million of unrecognized tax benefits before consideration of interest, penalties and correlative benefits, and $ 246 million of unrecognized tax benefits after consideration of interest and penalties and correlative benefits that if recognized would affect the effective tax rate.

As of December 31, 2024, there are $ 268 million of unrecognized tax benefits before consideration of interest and penalties and $ 304 million of unrecognized tax benefits after consideration of interest and penalties that if recognized would affect the effective tax rate.

The Company recognizes interest and penalties accrued related to tax contingencies as part of the income tax provision.

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The Company had approximately $ 47 million, $ 25 million and $ 19 million of income tax related interest and penalties accrued at December 31, 2024, 2023 and 2022, respectively.

Pillar Two legislation has been enacted in one or more jurisdictions in which the Company operates and the Company has determined it is within the scope of the legislation.

Employee Benefit Plans and Postretirement Benefits

CNH provides pension, healthcare and insurance plans and other postemployment benefits to their employees and retirees under defined contribution and defined benefit plans.

CNH provides pension, healthcare and insurance plans and other postemployment benefits to its employees and retirees under defined contribution and defined benefit plans.

In the case of defined contribution plans, CNH makes contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis.

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CNH recognizes the contribution cost when the employees have rendered their service and includes this cost by function in cost of goods sold, SG&A expense, and R&D expense.

During the years ended December 31, 2023, 2022 and 2021, CNH recorded expense of $ 145 million, $ 115 million and $ 97 million, respectively, for its defined contribution plans.

During the years ended December 31, 2024, 2023 and 2022, CNH recorded expenses of $ 138 million, $ 145 million and $ 115 million, respectively, for its defined contribution plans.

Defined benefit plans are classified by CNH on the basis of the type of benefit provided as follows:

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The Company may also choose to make discretionary contributions.

In July 2024, the U.K.

Court of Appeal upheld a ruling in the matter of Virgin Media Limited v NTL Pension Trustees II Limited, a decision that the Company was not a party to or involved in, that certain historical amendments for contracted out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation.

The Company and its U.K.

pension scheme trustee are reviewing this development and considering whether this decision has any implications for the CNHI and JI Case Pension Plans.

The Company is currently assessing the potential impact of this ruling on its financial statements, including any implications for pension obligations, funding requirements, or other financial exposures.

Due to the complexity of the ruling, the Company will engage with the pension plan trustees and other parties required to retrieve and analyze data necessary to perform an assessment of plan amendments which may be affected by this ruling.

As of December 31, 2024, the Company is not able to reasonably estimate the impact of this ruling, if any, on the Company’s results of operations.

Healthcare Postretirement Benefit Plans

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These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least 10 years of employment.

salaried and non-represented hourly employees and Canadian employees hired after January 1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH plans.

salaried and non-represented hourly employees and Canadian employees hired

after January 1, 2001, and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH plans.

These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH has reserved the right to change or terminate these benefits, subject to the provisions of any collective bargaining agreement.

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The amount was completely amortized as of December 31, 2022 .

For the years ended December 31, 2022, and 2021, $ 90 million and $ 119 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

For the year ended December 31, 2022, $ 90 million of amortization was recorded as a pre-tax gain in Other, net.

In 2021, CNH communicated plan changes for the U.S.

retiree medical plan.

The plan changes resulted in a reduction of the plan liability by $ 100 million.

This amount will be amortized from OCI to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants.

The plan changes resulted in a reduction of the plan liability by approximately $ 101 million.

This amount is being amortized from OCI to the income statement over approximately 4 years, which represents the average service period to attain eligibility conditions for active participants.

For the year ended December 31, 2024, 2023 and 2022, $ 24 million, $ 24 million and $ 24 million of amortization was recorded as a pre-tax gain in Other, net, respectively.

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Currency translation adjustments and other (2)

45 ( 120 ) — ( 42 ) — —

Ending plan assets 1,018 1,049 60 58 — —

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Discount rates—interest cost 4.22 4.65 1.59 4.91 5.17 2.87 3.51 4.08 0.99

Rate of compensation increase 3.03 2.41 2.26 4.00 4.00 n/a 3.19 2.33 2.08

Rate of compensation increase 2.91 3.03 2.41 4.00 4.00 4.00 2.94 3.19 2.33

Long-term rates of return on plan assets 5.22 4.54 3.42 6.25 5.75 4.76 n/a n/a n/a

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In 2024 and 2023, the Company continued to use the adopted MP 2021 mortality improvement scale as it continues to be the most current .

At this time the Company is not making adjustments to the MP 2021 for any short-term or long-term impacts COVID may have on mortality improvement scales issued in the future.

At this time the Company is not adjusting to the MP 2021 for any short-term or long-term impacts COVID may have on mortality improvement scales issued in the future.

The Company uses the spot yield curve approach to estimate the service and interest cost components of the net periodic pension and other postretirement benefit costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows.

The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations.

Typically, less

mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of inflation.

Typically, less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of inflation.

More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility.

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Total Other types of investments 964 — 919 45

Total $ 1,037 $ 34 $ 963 $ 40

Total of Level 1, Level 2 and Level 3 Assets $ 1,059 $ 37 $ 977 $ 45

Investments at net asset value:

Mutual funds (2)

Total Net Assets $ 1,107 $ 37 $ 977 $ 45

(1) This category includes mutual funds, which primarily invest in non-U.S.

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2030 - 2034 405 77 36

2029 - 2033 409 72 46

Total $ 835 $ 179 $ 68

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Legal reserves and other provisions 390 342

Contract reserve 24 16

Contract liabilities 72 50

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Restructuring Provision

The Company’s restructuring program announced in November 2023 targeted both labor and non-labor SG&A expenses.

This program was completed in 2024, and the Company has incurred a total of $ 128 million from launch to December 31, 2024, under this program.

The Company incurred restructuring costs of $ 118 million, $ 67 million and $ 31 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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• In 2024, Agriculture, Construction and Financial Services recorded $ 104 million, $ 13 million and $ 1 million respectively.

• In 2022, Agriculture and Construction recorded $ 21 million and $ 10 million, respectively.

• In 2023, Agriculture, Construction and Financial Services recorded $ 51 million, $ 14 million and $ 2 million, respectively.

• In 2022, Agriculture and Construction recorded $ 21 million and $ 10 million, respectively.

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CNH in the ordinary course of business is exposed to numerous legal risks, including, without limitation, dealer and supplier litigation, intellectual property right disputes, product liability, asbestos, personal injury, emissions and/or fuel economy regulatory, competition law and other regulatory investigations and environmental claims.

We are party to various unresolved investigations, claims and actions that our incidental to our business.

The most significant of these matters are described below.

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It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurance and could affect CNH’s financial position and results.

When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in Company's income statement and the related accrual is recorded in “Other liabilities” on the consolidated balance sheets.

When it is probable that such a loss has been incurred and the amount can be reasonably estimated, such amounts are provided for in the Company's income statement and the related accrual is recorded in “Other liabilities” on the consolidated balance sheets.

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

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Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), which imposes strict and, under certain circumstances, joint and several liability for remediation and liability for natural resource damages, and other federal and state laws that impose similar liabilities, CNH has received inquiries for information or notices of its potential liability regarding 66 non-owned U.S.

sites at which regulated materials allegedly generated by CNH were released or disposed (“Waste Sites”).

sites at which regulated materials allegedly generated by CNH were released or disposed (“Waste

Of the Waste Sites, 16 are on the National Priority List (“NPL”) promulgated pursuant to CERCLA.

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Following the Demerger, CNH cannot be excluded from current and future follow on proceedings originating from the Decision because under EU competition law a company cannot use corporate reorganizations to avoid liability for private damage claims.

In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, and Iveco and IMAG do not comply with such decisions, as a result of various intercompany arrangements, then CNH will ultimately have recourse against Iveco and IMAG for the reimbursement of the damages effectively paid to such claimants.

The Company believes that the risk of either Iveco or IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote.

At this time, CNH is unable to predict the outcome of these proceedings or reasonably estimate any potential losses.

In the event one or more of these judicial proceedings would result in a decision against CNH ordering it to compensate such claimants as a result of the conduct that was the subject matter of the Decision, then CNH, as a result of various intercompany arrangements, will ultimately have recourse against Iveco and IMAG for the reimbursement of the damages effectively paid to such claimants.

However, if Iveco or IMAG do not comply with their obligations with respect to any such decisions or fail to fulfill their obligations to CNH, then CNH could experience financial losses.

The Company believes that the risk of either Iveco or IMAG or Iveco Group defaulting on potential payment obligations arising from such follow-up on damage claims is remote and, at this time, is unable to reasonably estimate any potential losses.

FPT Emissions Investigation:

on July 22, 2020, a number of the Company's (pre-Demerger) offices in Europe were visited by investigators in the context of a request for assistance by the public prosecutors of Frankfurt am Main, Germany and Turin, Italy in relation to alleged noncompliance of two engine models produced by FPT Industrial S.p.A., which is a wholly-controlled subsidiary Iveco Group N.V.

The Italian criminal investigation has been dismissed in 2023.

As a result of FPT Industrial's full cooperation and ongoing discussions with the investigative authorities, all German criminal investigation have also been concluded in December 2023.

In certain instances CNH and other third parties have also received various requests for compensation by German and Austrian customers on various contractual and tort grounds, including requests for damages resulting from the termination of the purchase contracts, or in the form of requests for an alleged lower residual value of their vehicles as a consequence of the alleged non-compliance with other approval regulations regarding emissions.

In certain instances, other customers have brought judicial claims on the same legal and factual bases.

While the Company had no role in the design and sale of such engine models and vehicles, the Company cannot predict at this time the extent and outcome of these requests and directly or indirectly related legal proceedings, including customer claims or potential class actions alleging emissions non-compliance.

On July 22, 2020, a number of the Company's (pre-Demerger) offices in Europe were visited by investigators in the context of a request for assistance by the public prosecutors of Frankfurt am Main, Germany and Turin, Italy in relation to alleged noncompliance of two engine models produced by FPT Industrial S.p.A.

("FPT Industrial"), which is a wholly-controlled subsidiary of Iveco Group N.V..

The Italian criminal investigation was dismissed in 2023.

As a result of FPT Industrial's full cooperation and ongoing discussions with the investigative authorities, the German criminal investigation was concluded in December 2023.

FPT is defending individual civil claims alleging emissions' non-compliance in Germany and Austria.

While the Company had no role in the design and sale of such engine models and vehicles, the Company is unable to predict the likelihood of these outcomes or reasonably estimate any potential losses.

The Company believes that the risk of either FPT Industrial or Iveco Group N.V.

defaulting on potential payment obligations arising from such proceedings is remote.

CNH has entered operating lease contracts for the right to use industrial buildings and equipment and other assets.

SEC Subpoenas :

The Company has been responding to subpoenas issued by the Securities and Exchange Commission requesting information and documents relating to our revenue recognition and sales practices.

The Company is cooperating with the SEC’s inquiry and continues to provide responsive documents and information.

The Company is unable to predict with certainty what action, if any, might be taken in the future by the SEC or any other governmental authority as a result of these requests.

CNH has entered into operating lease contracts for the right to use industrial buildings and equipment and other assets.

Refer to Note 8:

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CNH does not hold or enter into derivatives or other financial instruments for speculative purposes.

The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination clauses and/or collateral support agreements.

The credit and market risk related to derivatives is reduced through diversification among various counterparties, utilizing mandatory termination

clauses and/or collateral support agreements.

Derivative instruments are generally classified as Level 2 in the fair value hierarchy.

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The total notional amount of CNH’s interest rate derivatives was approximately $ 9.1 billion and $ 9.0 billion at December 31, 2024 and 2023, respectively.

As a result of the reform and replacement of specific benchmark interest rates, the Company elected to make the replacement using the

optional expedient under ASC 848, which allows the change in critical terms without de-designation and the Company also elected the

optional expedient to apply a spread adjustment to hedged items cash flows that resulted in no change to the cumulative basis adjustment reflected in earnings.

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

Financial Statement Impact of CNH Derivatives

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Cost of goods sold ( 219 )

Other, net ( 4 )

Interest expense, net 30

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Net changes in fair value of derivatives 86 ( 49 ) 37

Net losses reclassified from accumulated other comprehensive income into income 27 ( 3 ) 24

Accumulated derivative net losses as of December 31, 2023 $ ( 19 ) $ 9 $ ( 10 )

Net income reclassified from accumulated other comprehensive income into income 48 ( 3 ) 45

Accumulated derivative net income as of December 31, 2024 $ 115 $ ( 43 ) $ 72

(in millions of dollars)

Before-Tax Amount Income Tax After-Tax Amount

Accumulated derivative net losses as of December 31, 2021 $ ( 3 ) $ ( 14 ) $ ( 17 )

Impact of demerger 19 — 19

Accumulated derivative net income as of December 31, 2022 $ 71 $ ( 27 ) $ 44

Net changes in fair value of derivatives ( 117 ) 39 ( 78 )

Net losses reclassified from accumulated other comprehensive income into income 187 ( 17 ) 170

Net income reclassified from accumulated other comprehensive income into income 27 ( 3 ) 24

Accumulated derivative net losses as of December 31, 2023 $ ( 19 ) $ 9 $ ( 10 )

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Accumulated derivative net losses as of December 31, 2021 $ ( 3 ) $ ( 14 ) $ ( 17 )

Impact of demerger 19 — 19

Net changes in fair value of derivatives ( 132 ) 4 ( 128 )

Net losses reclassified from accumulated other comprehensive income into income 10 ( 1 ) 9

Accumulated derivative net losses as of December 31, 2021 $ ( 3 ) $ ( 14 ) $ ( 17 )

Net income reclassified from accumulated other comprehensive income into income 187 ( 17 ) 170

Accumulated derivative net income as of December 31, 2022 $ 71 $ ( 27 ) $ 44

The following tables summarize the impact of the changes in the fair value of fair value hedges and derivatives not designated as hedging instruments had on earnings for the year ended December 31, 2024, 2023 and 2022:

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Items Measured at Fair Value on a Non-Recurring Basis

The Company recorded fixed asset write-downs of $ 17 million related to the suspension of operations in Russia during 2022.

During the fourth quarter of 2024 the Company recorded an intangible assets impairment of $ 11 million related to the in-process research and development.

The impairment is the result of the declining Agriculture market.

The following tables present fair value for nonrecurring Level 3 measurements from impairments as of December 31, 2024 and 2023:

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2024 2023 2024 2023

Property, plant and equipment $ — $ 7 $ — $ 17

The following is a description of the valuation methodologies the Company uses to non-monetary assets at fair value:

Property, plant, and equipment, net:

Other intangible assets $ 173 $ — $ 11 $ —

The following is a description of the valuation methodologies the Company uses for non-monetary assets at fair value:

Other intangible assets, net:

The impairments are measured at the lower of the carrying amount or fair value.

The valuations were based on a cost approach.

The inputs include replacement cost estimates adjusted for physical deterioration and economic obsolescence.

The valuations were based on the relief from royalty approach.

Inputs utilized for the valuation include projected revenues, projected costs to complete, and weighted average cost of capital.

Fair Value of Other Financial Instruments

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Total shares at December 31, 2024 1,248,023,791 370,994,305 1,619,018,096

During the year ended December 31, 2023 and 2022, 0.1 million and 0.1 million special voting shares, respectively, were acquired for no consideration by the Company following the deregistration of the corresponding number of qualifying common shares from the

Loyalty Register, net of transfer and allocation of special voting shares in accordance with the Special Voting Shares – Terms and Conditions.

During the year ended December 31, 2024 and 2023, — million and 0.1 million special voting shares, respectively, were acquired for no consideration by the Company following the deregistration of the corresponding number of qualifying common shares from the Loyalty Register, net of transfer and allocation of special voting shares in accordance with the Special Voting Shares – Terms and Conditions.

Furthermore, during the years ended December 31, 2024 and 2023, the Company delivered 17.0 million and 1.9 million common shares, respectively, under the Company’s stock compensation plan, primarily due to the vesting or exercise of share-based awards.

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Under the new program, CNH will repurchase up to $ 1 billion worth of its common shares between November 8, 2023, and March 1, 2024.

In February 2024, the Company’s Board of Directors authorized a $ 500 million share buyback program under which the Company may repurchase its common shares commencing after the maturity or exhaustion of the limit of the $ 1 billion share buyback program.

Under such authorization the Board's authority is limited to a maximum of up to 10 % of the issued common shares as of the date of the AGM and, in compliance with applicable rules and regulations, subject to a maximum price per common share equal to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the NYSE (as the case may be) plus 10 % (maximum price) and to a minimum price per common share equal to the average of the lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the NYSE (as the case may be) minus 10 % (minimum price).

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In any event, such programs may be suspended, discontinued or modified at any time for any reason and without previous notice, in accordance with applicable laws and regulations.

During the year ended December 31, 2023, the Company repurchased 55.2 million shares of its common stock on the Euronext Milan and on multilateral trading facilities under the buyback program.

As of December 31, 2023, the Company held 73.5 million common shares in treasury, net of transfers of common shares to fulfill its obligations under its stock compensation plans, at an aggregate cost

of $ 865 million.

During the year ended December 31, 2024, the Company repurchased 59.9 million shares of its common stock on the NYSE and on multilateral trading facilities under the buyback program.

As of December 31, 2024, the Company held 116.4 million common shares in treasury, net of transfers of common shares to fulfill its obligations under its stock compensation plans, at an aggregate cost of $ 1,386 million.

Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice.

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As of December 31, 2024, the Company held 25.5 million special voting shares in treasury.

On April 14, 2023, the Company's shareholders approved a dividend of € 0.36 per common share and totaling approximately € 482 million (equivalent to $ 0.394 per common share and totaling approximately $ 527 million, respectively, translated at the exchange rate reported by the European Central Bank on April 20, 2023).

On May 3, 2024, the Company's shareholders approved a dividend of $ 0.47 per common share and totaling approximately $ 591 million.

The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance with provision of law.

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For the years ended December 31, 2024, 2023 and 2022 CNH recognized total share-based compensation expense of $ 19 million, $ 99 million and $ 87 million respectively.

For the years ended December 31, 2023, 2022 and 2021, CNH recognized a total tax benefit relating to share-based compensation expense of $ 14 million, $ 11 million and $ 6 million, respectively.

As of December 31, 2023, CNH had unrecognized share-based compensation expense related to non-vested awards of approximately $ 103 million based on current assumptions related to achievement of specified performance objectives and period of service, when applicable.

For the years ended December 31, 2024, 2023 and 2022, CNH recognized a total reduction to taxable income of $ 29 million, $ 14 million and $ 11 million, respectively, related to vesting of share-based compensation awards.

Unrecognized share-based compensation costs will be recognized over a weighted-average period of 1.3 years.

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These metrics are considered performance vesting conditions.

As such, compensation cost

will be accrued based on whether it is considered probable that the performance conditions will be satisfied.

As such, compensation cost will be accrued based on whether it is considered probable that the performance conditions will be satisfied.

The fair value of the PSU awards issued under this plan will be calculated by using the CNH Industrial N.V.

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The total number of shares that will eventually vest may vary from the original estimate due to forfeiture or the level of achievement of the performance goals.

The weighted average fair value of the awards that were issued in 2020 was $ 10.83 per share.

The weighted average fair value of the awards

that were issued in 2020 was $ 10.83 per share.

The 2020 PSU awards distributed under this plan were issued on December 4, 2020 to key executive officers and select employees and on December 14, 2020 to the Chair of CNH.

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and CNH Industrial N.V.

2022 & 2023 Long-Term Incentive Plan

In 2022 and 2023, the Board of Directors approved the 2022-2024 Long-Term Incentive Plan and the 2023-2025 Long-Term Incentive Plan, respectively, under the EIP.

Both the 2022 and 2023 Long-Term Incentive Plan feature that same three year vesting period, two internal financial metrics, and financial multiplier as the 2021 Long-Term Incentive plan.

2022, 2023, and 2024 Long-Term Incentive Plan

In 2022, 2023, and 2024, the Board of Directors approved the 2022-2024 Long-Term Incentive Plan, the 2023-2025 Long-Term Incentive Plan, and the 2024-2026 Long-Term Incentive Plan respectively, under the EIP.

The 2022, 2023, and 2024 Long-Term Incentive Plans feature the same three year vesting period, two internal financial metrics, and financial multiplier as the 2021 Long-Term Incentive plan.

Additionally the two internal financial metrics and financial multiplier are calculated as specified in the 2021 Long Term Incentive plan.

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Furthermore, the 2022, 2023, and 2024 plans feature a smaller list of comparator group for its TSR percentile ranking when compared to the 2021 plan.

In 2024 the Board of Directors approved the 2024-2026 Long-Term Incentive Plan under the EIP.

In 2023 and 2024 CNH issued 2.8 million and 9.7 million PSUs, respectively.

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Forfeited/Cancelled ( 1,163,447 ) $ 13.00

Vested ( 15,128,611 ) $ 7.66

Nonvested at end of year 6,801,539 $ 11.28

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These awards vested on December 31, 2020.

Under the second RSU grant, 3.3 million RSUs were awarded to select employees and are set to vest in three equal installments over a three year period.

Under the second RSU grant, 3.3 million RSUs were awarded to select employees and were set to vest in three equal installments over a three-year period.

The first tranche, which consisted of 1.1 million RSUs, was set to vest on April 30, 2022.

The second and third tranches are set to vest on April 30, 2023 and April 30, 2024, respectively.

The second and third tranches were set to vest on April 30, 2023, and April 30, 2024, respectively.

The weighted average fair value for the December 2020 three tranche award group are $ 11.23 , $ 11.02 , and $ 10.82 , respectively.

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The weighted average fair value for these awards is $ 10.96 .

The remaining 103 thousand RSUs vest in three equal installments on April 30, 2022, 2023, and 2024 respectively.

The fair value for these awards are $ 10.76 , $ 10.55 and $ 10.35 , respectively.

The remaining 103 thousand RSUs vested in three equal installments on April 30, 2022, 2023, and 2024 respectively.

The fair value for these awards was $ 10.76 , $ 10.55 and $ 10.35 , respectively.

During 2021, CNH issued an additional 1.5 million RSUs to the CEO, key executive officers and select employees.

Of the awards that were issued, 1.2 million are set to vest in three equal installments over a three-year period.

The first tranche, which consists of 0.4 million RSUs, was set to vest on April 31, 2022.

The second and third tranches are set to vest on April 31, 2023 and April 31, 2024, respectively.

The first tranche, which consists of

0.4 million RSUs, were set to vest on April 31, 2022.

The second and third tranches were set to vest on April 30, 2023, and April 30, 2024, respectively.

The weighted average fair value of these awards are $ 14.04 per share for the first tranche, $ 13.84 per share for the second tranche, and $ 13.66 per share for the third tranche.

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$ 1,246 $ 2,275 $ 2,029

Net income (loss) attributable to CNH Industrial N.V.

from continuing operations 2,371 2,029 1,792

Net income (loss) attributable to CNH Industrial N.V.

from discontinued operations — — ( 69 )

Basic earnings (loss) per share attributable to common shareholders:

Weighted average common shares outstanding—basic 1,254 1,332 1,351

Continuing operations $ 1.78 $ 1.50 $ 1.32

Discontinued operations — — ( 0.05 )

Basic earnings (loss) per share $ 0.99 $ 1.71 $ 1.50

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$ 1,246 $ 2,275 $ 2,029

Net income (loss) attributable to CNH Industrial N.V.

from continuing operations 2,371 2,029 1,792

Net income (loss) attributable to CNH Industrial N.V.

from discontinued operations — — ( 69 )

Weighted average common shares outstanding—basic 1,254 1,332 1,351

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1,260 1,350 1,362

Continuing operations $ 1.76 $ 1.49 $ 1.32

Discontinued operations — — ( 0.05 )

Diluted earnings (loss) per share $ 0.99 $ 1.69 $ 1.49

(1) For the year ended December 31, 2023, no shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

For the year ended December 31, 2022 and 2021, 0.50 million shares and 0.06 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

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

(2) For the years ended December 31, 2024 and 2023, no shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

For the year ended December 31, 2022, 0.50 million shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact.

Accumulated Other Comprehensive Income (Loss)

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Other comprehensive income (loss) $ ( 136 ) $ 55 $ ( 81 )

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

Year Ended December 31, 2022

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Balance, December 31, 2021 $ ( 17 ) $ ( 559 ) $ ( 1,643 ) $ ( 226 ) $ ( 2,445 )

Demerger of Iveco Group 19 233 ( 316 ) 12 ( 52 )

Balance, January 1, 2022 2 ( 326 ) ( 1,959 ) ( 214 ) ( 2,497 )

Other comprehensive income (loss), before reclassifications ( 126 ) 102 159 ( 25 ) 110

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Balance, December 31, 2022 46 ( 285 ) ( 1,800 ) ( 239 ) ( 2,278 )

Demerger of Iveco Group 19 233 ( 316 ) 12 ( 52 )

Balance, January 1, 2022 2 ( 326 ) ( 1,959 ) ( 214 ) ( 2,497 )

Other comprehensive income (loss), before reclassifications (2)

( 80 ) ( 54 ) 37 1 ( 96 )

Amounts reclassified from other comprehensive income 24 ( 12 ) — — 12

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(1) Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $( 1 ) million, $ 3 million and $( 1 ) million for the years ended December 31, 2024, 2023 and 2022, respectively.

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

Significant amounts reclassified out of each component of accumulated other comprehensive income (loss) at December 31, 2024 and 2023 consisted of the following:

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1 4 Income taxes

( 12 ) ( 61 )

Total reclassifications, net of tax $ 41 $ 12

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Segment Reporting

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

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

The Company’s Chief Operating Decision Makers (“CODM”) has been identified as the Chief Executive Officer (“CEO”).

The CEO is charged with the management of CNH, reviews operating performance of the segments and makes decisions on certain operational matters.

The CEO, supported by the Global Leadership Team ("GLT"), presents to the Board of Directors the Company's operating results, updated strategic business plans, and long-term value creation strategies as well as top short-term and mid-term operational and strategic risks.

The presentations to the Board of Directors allows management to articulate their strategies for the achievement of their business objectives and mitigation of risks and permits the Board of Directors to give feedback on management’s plans.

The segments are organized based on products and services provided by the Company.

CNH has three operating segments:

CNH has three operating segments, that meet the criteria of reportable 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.

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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.

Revenues for each reported segment are those directly generated by or attributable to the segment as a result of its business activities and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at normal market prices.

Segment expenses represent expenses deriving from each segment’s business activities both with third parties and other operating segments or which may otherwise be directly attributable to it.

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.

Revenues for each reported segment are those directly generated by or attributable to the segment as a result of the respective business activities and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at normal market prices.

Segment expenses represent costs arising from each segment’s business activities with both third

parties and other operating segments.

These expenses are either directly attributable to the segment or allocated to it using recognized allocation bases, reflecting the amount of expenses that would be required if the segment operated autonomously from the larger group.

Allocations are necessary to report segment data due to the integrated nature of our operations as well as the use of shared administrative functions and common support services.

Expenses deriving from business activities with other segments are recognized at normal market prices.

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The Company believes Adjusted EBIT more fully reflects Agriculture and Construction segments profitability.

Adjusted EBIT of the Agriculture and Construction segments is defined as net income (loss) before income taxes, Financial Services' results, Industrial Activities’ segments interest expenses (net), foreign exchange gains/losses,

finance and non-service component of pension and other post-employment benefit costs, restructuring expenses, and certain non-recurring items.

Adjusted EBIT of the Agriculture and Construction segments 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 and unallocated items.

In particular, non-recurring items are specifically disclosed items that management considers rare or discrete events that are infrequent in nature and not reflective of on-going operational activities.

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

The following table includes the reconciliation of Adjusted EBIT for Industrial Activities' segments to net income, the most comparable U.S.

GAAP financial measure, for the years ended December 31, 2023, 2022 and 2021.

With reference to Financial Services, the Company revised the performance metric used to assess the segment’s performance in 2024 from Net Income to Income before income taxes.

This change was made to better reflect the manner in which the CODM evaluates segment performance and allocates resources.

The prior-period segment results have been recast to reflect this change for comparability purposes.

The CODM uses both Adjusted EBIT of Agriculture and Construction and Income before income taxes of Financial Services predominantly in the annual budget and forecasting process.

The CODM considers actual-to-budget and actual-to-forecast variances on a monthly basis for both measures when making decisions about the allocation of operating and capital resources to each segment.

The CODM also uses Adjusted EBIT for Agriculture and Construction and Income before income taxes of Financial Services to evaluate any pricing strategy, to assess and compare the performance of each segment and to determine compensation of certain employees.

The following table includes reported segment revenue and income, significant segment expenses and other segment items considered in the calculation of both Adjusted EBIT for Industrial Activities' and Income before income taxes for Financial Services.

Years Ended December 31, 2024

(in millions of dollars)

2023 2022 2021

Agriculture (1)

Construction 238 124 90

Unallocated items, eliminations, and other (1)

( 240 ) ( 147 ) ( 137 )

Financial Services Net Income 371 338 349

Financial Services Income Taxes 136 125 107

Interest expense of Industrial Activities, net of interest income and eliminations ( 76 ) ( 119 ) ( 118 )

Foreign exchange (gains) losses, net of Industrial Activities ( 105 ) ( 59 ) ( 1 )

Finance and non-service component of Pension and other post-employment benefit costs of Industrial Activities (2)

Construction Financial Services (2)

Net Sales $ 14,007 $ 3,053 $ —

Finance, interest income (Financial Services) — — 2,774

Total Revenues 14,007 3,053 2,774

Cost of goods sold ( 10,796 ) ( 2,554 ) —

Selling, general and administrative expenses (6)

( 1,031 ) ( 235 ) ( 332 )

Restructuring expenses of Industrial Activities ( 65 ) ( 31 ) ( 35 )

Other discrete items of Industrial Activities (3)

Research and Development Expenses ( 829 ) ( 95 ) —

Interest Expense (Financial Services) — — ( 1,457 )

Restructuring Expenses (Financial Services) — — ( 1 )

Other, Net (Financial Services) — — ( 514 )

Equity in income of joint ventures 119 — 19

Adjusted EBIT [A]

1,470 169 n/a

Income before income taxes [B]

Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 152 )

Restructuring expenses (Industrial Activities) ( 117 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 15 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Unallocated amounts (3)

Discrete items excluded from Segments (5)

Income tax expense ( 336 )

Net income $ 1,259

Years Ended December 31, 2023

(in millions of dollars)

Agriculture Construction Financial Services (2)

Net Sales $ 18,148 $ 3,932 $ —

Finance, interest income — — 2,573

Total Revenues 18,148 3,932 2,573

Cost of goods sold ( 13,521 ) ( 3,317 ) —

Selling, general and administrative expenses (6)

( 1,214 ) ( 273 ) ( 218 )

Income (loss) before taxes 2,977 2,786 2,030

Income tax benefit (expense) ( 594 ) ( 747 ) ( 229 )

Net (loss) from discontinued operations — — ( 41 )

Net Income (loss) $ 2,383 $ 2,039 $ 1,760

(1) Unallocated items, eliminations and other primarily includes certain corporate costs and other operating expenses and incomes not allocated to segments’ results.

(2) In the years ended December 31, 2023, 2022 and 2021, this item includes a pre-tax gain of $ 24 million, $ 24 million and $ 5 million, respectively 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 the years ended December 31, 2022 and 2021 this item includes the pre-tax gain of $ 90 million and $ 119 million, respectively 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.

(3) In the year ended December 31, 2023, this item includes a loss of $ 23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $ 13 million for the fair value remeasurement of Augmenta and Bennamann.

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.

The following table provides key segment information for the Financial Services segment:

Research and Development Expenses ( 937 ) ( 104 ) —

Interest Expense (Financial Services) — — ( 1,235 )

Restructuring Expenses (Financial Services) — — ( 2 )

Other, Net (Financial Services) — — ( 629 )

Equity in income of joint ventures 160 — 18

Adjusted EBIT [A]

2,636 238 n/a

Income before income taxes [B]

Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 76 )

Restructuring expenses (Agriculture & Construction) ( 65 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 105 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Unallocated amounts (3)

Discrete items excluded from Segments (5)

Income tax expense ( 594 )

Net income $ 2,287

Years Ended December 31, 2022

(in millions of dollars)

Agriculture Construction Financial Services (2)

$ 17,969 $ 3,572 $ —

Financial Services Net Income $ 371 $ 338 $ 349

Financial Services Interest Revenue (1)

Finance, interest income — — 1,996

Total Revenues 17,969 3,572 1,996

Cost of goods sold ( 13,685 ) ( 3,098 ) —

Selling, general and administrative expenses (6)

( 1,139 ) ( 262 ) ( 203 )

Financial Services Interest Expense $ 1,234 $ 601 $ 409

(1) This amount excludes interest included in operating leases rentals.

Research and Development Expenses ( 778 ) ( 88 ) —

Interest Expense (Financial Services) — — ( 601 )

Other, Net (Financial Services) — — ( 744 )

Equity in income of joint ventures 89 — 15

Adjusted EBIT [A]

2,456 124 n/a

Income before income taxes [B]

Segment Profit/(loss) [C=A+B]

Interest Income/(expenses), net (excluding Financial Services) $ ( 119 )

Restructuring expenses (Agriculture & Construction) ( 31 )

Foreign exchange (gains) losses, net (Agriculture & Construction) ( 59 )

Finance and non-service component of Pension and other post employment benefit costs (Agriculture & Construction) (4)

Unallocated amounts (3)

Discrete items excluded from Segments (5)

Income tax expense ( 747 )

Net income $ 2,039

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

(2) For Financial Services, the CODM uses Income before income taxes as the measure to allocate resources and assess segment performance.

Interest income and interest expenses are presented as significant segment items considered in the calculation of net income.

(3) Unallocated amounts includes certain corporate costs and other operating expenses and incomes not allocated to segments' results.

(4) In the years ended December 31, 2024, 2023 and 2022, this item includes an annual pre-tax gain of $ 24 million, respectively 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 the years ended December 31, 2022, this item includes the 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.

(5) In the year ended December 31, 2024, this item includes a loss of $ 17 million on the sale of certain non-core product lines and a gain of $ 14 million for investment fair value adjustments.

In the year ended December 31, 2023, this item includes a loss of $ 23 million on the sale of the CNH Industrial Russia and CNH Capital Russia businesses, partially offset by a gain of $ 13 million for the fair value remeasurement of Augmenta and Bennamann.

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.

(6) In the years ended December 31, 2024, 2023 and 2022, this item included risk costs for the Financial Services segment of $ 204 million, $ 80 million and $ 72 million, respectively.

There are no segment assets reported to the CODM for assessing performance and allocating resources.

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Construction 3,053 3,932 3,572

Eliminations and other — — —

Net sales of Industrial Activities 22,080 21,541 17,802

Net sales 17,060 22,080 21,541

Financial Services 2,774 2,573 1,996

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Total Expenditures for long-lived assets $ 536 $ 644 $ 461

Agriculture $ 3,730 $ 4,299 $ 3,783

Construction 983 1,223 1,015

Financial Services 63 23 13

Total Inventory $ 4,776 $ 5,545 $ 4,811

Equity Method Investments

Agriculture $ 284 $ 302 $ 218

Financial Services 119 123 113

Total Equity Method Investments $ 403 $ 425 $ 331

(1) Excluding equipment on operating leases.

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Australia 888 1,222 982

Germany 633 674 564

Argentina 566 574 565

India 532 499 470

Italy 422 562 592

Germany 399 633 674

China 326 300 267

Poland 287 373 449

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Total long-lived tangible and intangible assets located in the U.K.

were $ 328 million and $ 128 million at December 31, 2023 and 2022, respectively, and the total of such assets located in the rest of the world totaled $ 7,908 million and $ 7,357 million at December

31, 2023 and 2022, respectively.

were $ 324 million and $ 328 million at December 31, 2024, and 2023, respectively, and the total of such assets located in the rest of the world totaled $ 7,883 million and $ 7,908 million at December 31, 2024 and 2023, respectively.

The following highlights long-lived tangible and intangible assets by geography in the rest of the world:

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to (ii) the aggregate number of outstanding common shares and special voting shares of CNH as of December 31, 2024.

In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or jointly controls.

The Company’s Audit Committee reviews and evaluates all significant related party transactions.

In addition, CNH engages in transactions with its unconsolidated subsidiaries and affiliates over which CNH has a significant influence or joint control.

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

Transactions with EXOR N.V.

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is an investment holding company in Europe.

As of December 31, 2024, 2023, and 2022, among other things, EXOR N.V.

managed a portfolio that includes investments in CNH, Stellantis, Iveco Group and Ferrari.

CNH did not enter into any significant transactions with EXOR N.V.

during the years ended December 31, 2024, 2023, and 2022.

In connection with the establishment of Fiat Industrial (now CNH) through the demerger from Fiat (which was subsequently merged into Fiat Chrysler Automobiles N.V.

which is now Stellantis), the two companies entered into a Master Services Agreement (“MSA”) which sets forth the primary terms and conditions pursuant to which the service provider subsidiaries of CNH and Stellantis provide services to the service receiving subsidiaries.

As structured, the applicable service provider and service receiver subsidiaries become parties to the MSA through the execution of an Opt-in letter that may contain additional terms and conditions.

Pursuant to the MSA, service receivers are required to pay to service providers the actual cost of the services plus a negotiated margin.

During the first six months of 2023 and all of 2022, Stellantis subsidiaries provided CNH with administrative services such as accounting, cash management, maintenance of plant and equipment, security, information systems and training under the terms and conditions of the MSA and the applicable Opt-in letters.

At June 30, 2023, the Stellantis MSA was terminated.

Costs incurred by CNH related to the termination of the contract were not material.

Furthermore, CNH and Stellantis might engage in other minor transactions in the ordinary course of business.

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

(in millions of dollars)

2023 2022 2021

Net sales $ — $ — $ —

Purchases $ 11 $ 17 $ 31

Selling, general and administrative expenses $ 37 $ 48 $ 59

(in millions of dollars)

December 31, 2023 December 31, 2022

Trade receivables $ — $ —

Trade payables $ 11 $ 14

Transactions with Iveco Group post-Demerger

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Transactions with Unconsolidated Subsidiaries and Affiliates

CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico SA de CV, Turk Traktor ve Ziraat Makineleri A.S.

and New Holland HFT Japan Inc.

CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as Turk Traktor ve Ziraat Makineleri A.S.

CNH sells agricultural and construction equipment and provides technical services to unconsolidated subsidiaries and affiliates such as CNH de Mexico S.A.

de C.V., TürkTraktör and New Holland HFT Japan Inc.

CNH also purchases equipment from unconsolidated subsidiaries and affiliates, such as TürkTraktör.

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

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Trade payables $ 53 $ 54

At December 31, 2023 and 2022, CNH had pledged guarantees and commitments of its associated company for an amount of $ 37 million and $ 19 million, respectively, related to CNH Industrial Capital Europe S.a.S.

Subsequent Events

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

On January 16, 2024, CNH Industrial Capital LLC repaid the principal amount of $ 500 million of its 4.200 % unsecured note due in 2024.

At December 31, 2024 and 2023, CNH had pledged guarantees and commitments on the debt or commitments of third parties and performance guarantees in the interest of its associated company for an amount of $ 53 million and $ 37 million, respectively, related to CNH Industrial Capital Europe S.a.S.

Immaterial Revision of Prior Period Financial Statements

In the third quarter of the year ended December 31, 2024, the Company corrected the accounting treatment for highly inflationary accounting related to its unconsolidated subsidiary in Türkiye, TürkTraktör.

Refer to Note 1 for additional information.

While the prior period amounts have been revised, as set forth below for comparability, the impact of the correction in these prior periods is not material to the consolidated financial statements of the Company in any of the impacted periods.

The prior period impacts on the Company’s Consolidated Statements of Operations were as shown below.

Year Ended December 31, 2023

(in millions of dollars and shares, except per share amounts) Previously Reported Revision Impacts As

Income (loss) of Consolidated Group before Income Taxes $ 2,703 $ — $ 2,703

Income tax expense ( 594 ) — ( 594 )

Equity in income of unconsolidated subsidiaries and affiliates 274 ( 96 ) 178

Net income (loss) 2,383 ( 96 ) 2,287

Net income (loss) attributable to noncontrolling interests 12 — 12

Net income (loss) attributable to CNH Industrial N.V.

$ 2,371 $ ( 96 ) $ 2,275

Earnings per share attributable to common shareholders

Basic $ 1.78 $ ( 0.07 ) $ 1.71

Diluted $ 1.76 $ ( 0.07 ) $ 1.69

Weighted average shares outstanding

Basic 1,332 — 1,332

Diluted 1,350 — 1,350

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

Year Ended December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Net income (loss) $ 2,383 $ ( 96 ) $ 2,287

Other comprehensive income (loss), net of tax

Share of other comprehensive income (loss) of entities using the equity method ( 11 ) 12 1

Other comprehensive loss, net of tax ( 93 ) 12 ( 81 )

Comprehensive income (loss) 2,290 ( 84 ) 2,206

Comprehensive income (loss) attributable to noncontrolling interests 15 — 15

Comprehensive income (loss) attributable to CNH Industrial N.V.

$ 2,275 $ ( 84 ) $ 2,191

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

December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Investments in unconsolidated subsidiaries and affiliates 563 ( 84 ) 479

Total Assets $ 46,351 $ ( 84 ) $ 46,267

Liabilities and Equity

Total Liabilities 38,117 — 38,117

Redeemable equity 54 — 54

Retained earnings 9,750 ( 96 ) 9,654

Accumulated other comprehensive income (loss) ( 2,374 ) 12 ( 2,362 )

Total Equity 8,180 ( 84 ) 8,096

Total Liabilities and Equity $ 46,351 $ ( 84 ) $ 46,267

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

Year Ended December 31, 2023

(in millions of dollars) Previously Reported Revision Impacts As

Cash Flows from Operating Activities

Net Income (loss) $ 2,383 $ ( 96 ) $ 2,287

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Undistributed income of unconsolidated subsidiaries ( 211 ) 96 ( 115 )

Net cash provided (used) by operating activities 907 — 907

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 9A. Controls and Procedures