10q10k10q10k.net

What changed in CNH Industrial N.V.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of CNH Industrial N.V.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+301 added−331 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in CNH Industrial N.V.'s 2025 10-K

301 paragraphs added · 331 removed · 219 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

102 edited+34 added−26 removed53 unchanged
Biggest changeName Current Position with CNH and Effective Date Other Principal Positions Held During Past 5 Years Gerrit Marx (49) Chief Executive Officer (2024) CEO of Iveco Group (2022-2024), President of Commercial and Specialty Vehicles at CNH (2019-2021) Oddone Incisa (52) Chief Financial Officer (2020) President of Financial Services at CNH (2013 - 2024) Humayun Chishti (50) President, Construction (2024) Global finance business partner for CNH Construction (2020-2024), Director of Financial Planning and Analysis for CNH Agriculture (2019) Douglas MacLeod (54) President, Financial Services (2024) President of CNH Industrial Capital LLC (2021- 2023), Global Finance Business Partner for CNH Financial Services (2011-2021) Stefano Pampalone (57) Agriculture Chief Commercial Officer (2024) President, Construction at CNH (2019-2024) Roberto Russo (65) Chief Legal and Compliance Officer (2021) General Counsel at CNH (2013-2021) Jay Schroeder (54) Chief Technology Officer (2024) Global Agriculture Product Development (2021-2023), and various R&D and Product Development leadership positions (2020 and prior) Kelly Manley (50) Chief Human Resources Officer (2024) Chief Diversity & Inclusion, Sustainability and Transformation Officer at CNH (2021-2024) and Vice President of Global Talent, Leadership & Learning for Fiat Chrysler Automobiles group (2005-2020)
Biggest change( 2017-2025) Humayun Chishti (51) President, Construction (2024) Vice President, Global Finance for CNH Construction (2020-2024), Director of Financial Planning and Analysis for CNH Agriculture (2019) Douglas MacLeod (55) President, Financial Services (2024) President of CNH Industrial Capital LLC (2021- 2023), Global Finance Business Partner for CNH Financial Services (2011-2021) Stefano Pampalone (58) Agriculture Chief Commercial Officer (2024) President, Construction at CNH (2019-2024) Britton Worthen (52) Chief Legal and Compliance Officer (2025) Chief Legal Officer at Nikola Corporation (2015-2025) Jay Schroeder (55) Chief Technology Officer (2024) Global Agriculture Product Development (2021-2023) at CNH, following various R&D and Product Development leadership positions (2020 and prior) Francesco Tutino (46) Chief Human Resources Officer (2025) Group Chief Human Resources & Organizational Officer at Prysmian (2024), Chief Human Resources and IT Officer at Iveco Group (2022-2024)
Parts and Services The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements in overall customer satisfaction and important considerations in a customer’s original equipment purchase decision.
Parts and Services The quality and timely availability of parts and services are important competitive factors for each of our businesses, as they are significant elements of overall customer satisfaction and important considerations in a customer's original equipment purchase decision.
These audits are unannounced, and their frequency varies by dealer and depends on the dealer’s financial strength, payment history, and prior performance. 11 Factoring Financial Services also provides intragroup factoring of trade and other receivables. This activity involves the purchase, without recourse, of receivables of CNH subsidiaries, originating from the Industrial Activities segments, and due from third or related parties.
These audits are unannounced, and their frequency varies by dealer and depends on the dealer's financial strength, payment history, and prior performance. Factoring Financial Services also provides intragroup factoring of trade and other receivables. This activity involves the purchase, without recourse, of receivables of CNH subsidiaries, originating from the Industrial Activities segments, and due from third or related parties.
In North America, a portion of heavy equipment demand has historically been linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus linking demand for both heavy and 7 light construction equipment. The heavy equipment industry generally follows macroeconomic cyclicality, linked to growth in gross domestic product and government spending.
In North America, a portion of heavy equipment demand has historically been linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus linking demand for both heavy and light construction equipment. The heavy equipment industry generally follows macroeconomic cyclicality, linked to growth in gross domestic product and government spending.
Item 1. Business CNH Industrial N.V. ("CNH" or the "Company") was initially formed in 2013 by the business combination transaction between Fiat Industrial S.p.A. and its subsidiary CNH Global N.V. CNH was incorporated on November 23, 2012, as a public limited liability company ( naamloze vennootschap ) under the laws of the Netherlands.
Item 1. Business CNH Industrial N.V. ("CNH" or the "Company") was formed in 2013 by the business combination transaction between Fiat Industrial S.p.A. and its subsidiary CNH Global N.V.. CNH was incorporated on November 23, 2012, as a public limited liability company ( naamloze vennootschap ) under the laws of the Netherlands.
Its safety management system includes the involvement of employees in identifying and reporting work related hazards and potentially unsafe situations. This approach is intended to promote common, ethical occupational health and safety principles, and enables the achievement of improvement targets using various tools, including training and awareness campaigns.
Its safety management system includes the involvement of employees in identifying and reporting work related hazards, risks, and potentially unsafe situations. This approach is intended to promote common, ethical occupational health and safety principles, and enables the achievement of improvement targets using various tools, including training and awareness campaigns.
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.
The Financial Services segment 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.
Large, national rental companies can significantly impact the construction equipment market, with purchase volumes being driven by their decisions to increase or decrease the size of their rental fleets based on rental utilization rates. Seasonal demand for construction equipment fluctuates somewhat less than for agricultural equipment.
Large, national rental companies can significantly impact the construction equipment market, with purchase volumes being driven by their decisions to increase or decrease the size of their rental fleets based on rental utilization rates. 8 Seasonal demand for construction equipment fluctuates somewhat less than for agricultural equipment.
These reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission (“SEC”). The SEC also maintains a website ( www.sec.gov ) that contains our reports and other information filed with the SEC. We also provide governance and other company information on our website.
These reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission ("SEC"). The SEC also maintains a website ( www.sec.gov ) that contains our reports and other information filed with the SEC. We also provide governance and other company information on our website.
The environment is by nature competitive from a pricing standpoint, but we have been able to counter inflationary cost increases with positive price realization. There is no guarantee that we can maintain positive price realization in the future. The ability of our supply chain and manufacturing system to timely deliver finished goods is also critical to meeting customer expectations.
The environment is by nature competitive from a pricing standpoint, but we have been able to mitigate inflationary cost increases with positive price realization. There is no guarantee that we can maintain positive price realization in the future. The ability of our supply chain and manufacturing system to timely deliver finished goods is also critical to meeting customer expectations.
Manufacturing The efficiency of our manufacturing, logistics and scheduling systems is dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace. We compete based on product performance, customer service, quality, precision technology and other innovations and price.
Manufacturing The efficiency of our manufacturing, logistics, and scheduling systems is dependent on forecasts of industry volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with others in the marketplace. We compete based on product performance, customer service, quality, precision technology and other innovations and prices.
Although the demand for new construction equipment tends to decrease during periods of economic stagnation or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps limit the impact of declines in new equipment sales on the operating results of full-line manufacturers.
Although the demand for new construction equipment tends to decrease during periods of economic stagnation or recession, the after-sales market is historically less volatile than the new equipment market and, therefore, helps limit the impact of declines in new equipment sales on the operating results of full-line manufacturers.
To further support the productive life of the equipment, connected technology within our machines has allowed us, together with our cloud-based control rooms and our dealer service shops, to obtain results through analytics blended with the professional knowledge of our 9 products experts.
To further support the 10 productive life of the equipment, connected technology within our machines has allowed us, together with our cloud-based control rooms and our dealer service shops, to obtain results through analytics blended with the professional knowledge of our products experts.
We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customer needs and to support the equipments' value over time.
We also offer personalized aftersales customer assistance programs that provide a wide range of modular and flexible maintenance and repair contracts, as well as warranty extension services, to meet a variety of customer needs and to support the equipment's value over time.
In North America, the main rental product has traditionally been the backhoe loader and, in Western Europe, it has been the mini-excavator. As the market has evolved, a greater variety of light and heavy equipment products have become available to rent.
In North America, the main rental product has traditionally been the backhoe loader, and, in Western Europe, it has been the mini-excavator. As the market has evolved, a greater variety of light and heavy equipment products have become available for rent.
Financial Services has periodically accessed the asset-backed securities (“ABS”) markets in the United States, Canada, and Australia, as part of its retail note and wholesale financing programs when those markets offer funding opportunities on competitive terms.
Financial Services has periodically accessed the asset-backed securities ("ABS") markets in the United States, Canada, and Australia, as part of its retail note and wholesale financing programs when those markets offer funding opportunities on competitive terms.
Currently, most of the ethanol in the U.S. and Europe is extracted from corn, while in Brazil it is extracted from sugar cane. Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S. and Brazil, and from rapeseed and other oil seeds as well as food waste by-products in Europe.
Currently, most of the ethanol in the U.S. and Europe is extracted from corn, while in Brazil it is primarily extracted from sugar cane and increasingly from corn. Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S. and Brazil, and from rapeseed and other oil seeds as well as food waste by-products in Europe.
Net farm income is primarily impacted by commodity and/or livestock prices, changes in the area of acreage planted, stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies. The inventory levels and the value of used equipment also affect the level of new equipment sales.
Net farm income is primarily affected by commodity and/or livestock prices, changes in acreage planted, stock levels, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency exchange rates, government subsidies, tax incentives and trade policies. Inventory levels and the value of used equipment also affect the level of new equipment sales.
In this Annual Report, management estimates of industry information are generally based on retail unit sales data in North America, on registrations of equipment in most of Europe, Brazil, and various other markets, and on retail and shipment unit data collected by a central information bureau appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos Fabricantes de Veículos Automotores in Brazil, the Japan Construction Equipment Manufacturers Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment data collected by independent service bureaus.
Management estimates of industry information are generally based on retail unit sales data in North America and South America, on registrations of equipment in most of Europe, and various other markets, and on retail and shipment unit data collected by a central information bureau appointed by equipment manufacturers associations, including the Association of Equipment Manufacturers in North America, the Committee for European Construction Equipment in Europe, the Associação Nacional dos Fabricantes de Veículos Automotores in Brazil, the Japan Construction Equipment Manufacturers Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment data collected by independent service bureaus.
Products sold through our Eurocomach brand include mini and midi excavators, compact track and wheel loaders, MTL50 track loaders for small and confined spaces and specialized attachments. 5 In 2021, we completed the acquisition of Sampierana S.p.A., which provides Construction direct control over technology and manufacturing of Mini and Midi Excavators.
Products sold through our Eurocomach brand include mini and midi excavators, compact track and wheel loaders, MTL50 track loaders for small and confined spaces and specialized attachments. In 2021, we completed the acquisition of Sampierana S.p.A., which provides us direct control over technology and manufacturing of mini and midi excavators.
Cash-crop producers are also very interested in equipments' technology and automation innovations, which drive better yields and lower dependence on increasingly scarce skilled labor. Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates and farming calendars.
Cash-crop producers are also very interested in equipment technology and automation innovations, which drive better yields and reduce dependence on increasingly scarce skilled labor. Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates and farming calendars.
Precision technology is integrated with our Agriculture equipment as well as offered as aftermarket parts for retrofit solutions through our dealer network. The Raven brand is distributed through the CNH dealer network in all regions and through independent dealer/distributor networks, some of which are affiliated with strategic and industry partners.
Precision technology is integrated with our Agriculture equipment as well as offered as aftermarket parts for retrofit solutions through our dealer network. Raven-branded products are distributed through the CNH dealer network in all regions and through independent dealer/distributor networks, some of which are affiliated with strategic and industry partners.
After the expiration of any “interest-free” period, interest is charged to dealers on outstanding balances until Financial Services receives payment in full. A wholesale underwriting group reviews dealer financial information and payment performance to establish credit lines for each dealer.
After the expiration of any "interest-free" period, interest is charged to dealers on outstanding balances until Financial Services receives payment in full. A wholesale underwriting group reviews dealer financial information and payment performance to establish credit lines for each dealer.
Dealer credit agreements generally include a requirement to repay individual receivables at the time of the retail sale of the related unit. Financial Services leverages employees, third‑party contractors, and digital technologies like “geo-fencing” to conduct periodic stock audits at individual dealerships to confirm that the financed equipment is maintained in inventory.
Dealer credit agreements generally include a requirement to repay individual receivables at the time of the retail sale of the related unit. Financial Services leverages employees, third‑party contractors, and digital technologies like "geo-fencing" to conduct periodic stock audits at individual dealerships to confirm that the financed equipment is maintained in inventory.
In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its own exposure to any one dealer. All risk is underwritten and supported by Financial Services. The credit lines are secured by the equipment financed.
In setting these credit lines, Financial Services seeks to meet the reasonable requirements of each dealer while managing its own exposure to any one dealer. All risks are underwritten and supported by Financial Services. The credit lines are secured by the equipment financed.
Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the term "CNH", "we", "us", "our" or "the Company" refer to CNH Industrial N.V. together with its consolidated subsidiaries. Business Overview General CNH is a leading global equipment company that designs, produces and sells agricultural and construction equipment.
Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the term "CNH", "we", "us", "our" or "the Company" refer to CNH Industrial N.V. together with its consolidated subsidiaries. Business Overview General CNH is a leading global equipment company that develops, manufactures and sells agricultural and construction equipment.
The SSP is designed to leverage our long-term relationships with our current suppliers and support the establishment of long-term relationships with new suppliers in an attempt to capture best total value across the supply chain and to foster co-development and co-innovation initiatives.
The SSP is designed to leverage our long-term relationships with our current suppliers and support the establishment of long-term relationships with new suppliers to capture the best total value across the supply chain and to foster co-development and co-innovation initiatives.
Employee Health and Safety CNH’s approach to occupational health and safety is based on preventive and protective measures, implemented both collectively and individually, aimed at minimizing the risk of injury in the workplace. The Company endeavors to ensure optimal working conditions, applying principles of industrial hygiene and ergonomics to processes.
Employee Health and Safety CNH's approach to occupational health and safety is based on preventive and proactive measures, implemented both collectively and individually, aimed at minimizing the risk of injury in the workplace. The Company endeavors to ensure optimal working conditions, applying principles of industrial hygiene, ergonomics, and occupational safety across its processes.
The Company's principal office is located at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom (telephone number: +44-207-9251-964). CNH's agent for U.S. federal securities law purposes is Emily Sturges, c/o CNH Industrial America LLC, 711 Jorie Boulevard, Oak Brook, Illinois 60523 (telephone number +1-331-256-0594).
The Company's principal office is at Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom (telephone number: +44-207-9251-964). CNH's agent for U.S. federal securities law purposes is Britton Worthen, c/o CNH Industrial America LLC, 711 Jorie Boulevard, Oak Brook, Illinois 60523 (telephone number +1-331-256-0594).
In addition, the light equipment sector has grown as more manual labor is being replaced on construction sites by machines with a variety of attachments for specialized applications, such as skid steer loaders, compact track loaders and mini-crawler excavators. Competition The agriculture and construction equipment industries are highly competitive at the global and regional level.
In addition, the light equipment sector has grown as more manual labor is being replaced on construction sites by machines with a variety of attachments for specialized applications, such as skid steer loaders, compact track loaders and mini-crawler excavators. Industrial Activities Competition The agriculture and construction equipment industries are highly competitive at both global and regional levels.
The Construction segment designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders along with a wide variety of attachments.
The Construction segment develops, manufactures, distributes and supports a full line of construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, and compact track loaders, along with a wide variety of attachments.
We make the following reports filed by us available, free of charge, on our website under the heading "Investor Relations; Financial Information; SEC Filings". • annual reports on Form 10-K; • quarterly reports on Form 10-Q; • current reports on Form 8-K and Form 6-K; and • proxy statement, and annual meeting materials for the annual meetings of stockholders.
We make the following reports filed by us available, free of charge, on our website under the heading "Investor Relations; Financials; SEC Filings". • annual reports on Form 10-K; • quarterly reports on Form 10-Q; • current reports on Form 8-K; and • proxy statement, and annual meeting materials for the annual meetings of stockholders.
In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to a final customer. Such price incentives are generally accrued when we originally sell our products to dealers and distributors, and it is then disbursed at the time of the retail sale.
In the ordinary course of business, we engage in promotional campaigns that may include price incentives or preferential financing terms when a product is sold by a dealer to end-use customers. Such price incentives are generally accrued when we originally sell our products to dealers and distributors, and it is then disbursed at the time of the retail sale.
The terms for financing equipment retail sales typically provide for retention of a security interest in the equipment financed. Financial Services’ guidelines for minimum down payments for equipment generally range from 5% to 30% of the actual sales price, depending on equipment types, repayment terms, and customer credit quality.
Dedicated credit analysis teams perform retail credit underwriting. The terms for financing equipment retail sales typically provide for retention of a security interest in the equipment financed. Financial Services' guidelines for minimum down payments for equipment generally range from 5% to 30% of the actual sales price, depending on equipment types, repayment terms, and customer credit quality.
During the “interest-free” period, the applicable Industrial Activities segment compensates Financial Services based on Financial Services’ estimated costs and a targeted return on equity. The cost is recognized as a reduction in net sales for the applicable Industrial Activities segment.
During the "interest-free" period, the applicable Industrial Activities segment compensates Financial Services based on Financial Services' estimated costs and a targeted return on equity. The cost is recognized as a reduction in "Net sales" for the applicable Industrial Activities segment.
We believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, although as of December 31, 2024, we operate a network of owned dealers for Case IH and the Construction segment in South Africa coming from the recent acquisition of our former distributor in the country.
Although we believe that it is generally more cost-effective to distribute our agricultural and construction equipment products through independent dealers, as of December 31, 2025, we operate a network of owned dealers for Case IH and the Construction segment in South Africa following the acquisition of our former distributor in that country.
We are increasing the number of connected units supported proactively by control rooms that leverage service alarms, operators’ insights, predictive repairs and maintenance that enrich a suite of machine and farm data.
We are increasing the number of connected units proactively supported by control rooms that leverage service alarms, operator insights, and predictive repairs and maintenance, enriching a suite of machine and farm data.
Dealer Financing Financial Services provides dealer floorplan financing, and to a lesser extent, the financing of dealer operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have a fixed period of “interest-free” financing to dealers.
Dealer Financing Financial Services provides dealer floorplan financing, and to a lesser extent, the financing of dealer operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have a fixed period of "interest-free" financing to dealers.
As of December 31, 2024, we operated and administered 30 parts depots worldwide which support both Agriculture and Construction, either directly, through a joint venture, or through arrangements with warehouse service providers. This network includes eight parts depots in North America, eleven in EMEA, three in South America, and eight in other regions.
As of December 31, 2025, we operated and administered 30 parts depots worldwide which support both Agriculture and Construction, either directly, through a joint venture, or through arrangements with warehouse service providers. This network includes eight parts depots in North America, twelve in EMEA, two in South America, and eight in other regions.
In Europe, most employees are covered by collective labor agreements (“CLAs”) stipulated either by a CNH subsidiary or by the employer association for the specific industry to which the CNH subsidiary belongs. Outside North America and Europe, CNH enters into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
In Europe, most employees are covered by collective labor agreements ("CLAs") stipulated either by a CNH subsidiary or by the employer association for the specific industry to which the CNH subsidiary belongs in the given country. Outside North America and Europe, CNH enters into employment contracts and agreements in countries where such relationships are mandatory or customary.
CNH Financial Services serves as a lender for Iveco Group dealers and end customers in the region. In Asia Pacific, CNH Financial Services supports the sales of Agriculture and Construction by providing retail customer and dealer financing activities in Australia, New Zealand and India, managed through wholly-owned financial services companies.
CNH Financial Services serves as a lender for Iveco Group dealers and end customers in the region and assumes the credit risk associated with those financing arrangements. In Asia Pacific, CNH Financial Services supports the sales of Agriculture and Construction by providing retail customer and dealer financing activities in Australia, New Zealand and India, managed through wholly-owned financial services companies.
Products sold through our Case IH brand include tractors, harvesters (grain and sugarcane) and crop protection and tillage precision farming solutions. • New Holland . New Holland specializes in combine harvesting and offers a broad range of equipment that caters to specialty applications, hay and forage, livestock, vineyards and orchards, as well as methane power solutions.
Products sold through our Case IH brand include tractors, harvesters (grain and sugarcane) and crop protection and tillage precision farming solutions. • New Holland offers a broad range of equipment that caters to a wide range of farmers, with specific solutions for harvesting, specialty applications, hay and forage, livestock, vineyards and orchards, as well as methane power solutions.
Such improper actions could subject us to civil or criminal investigations and monetary, injunctive and other penalties as well as damage claims. Available Information Our internet address is www.cnh.com .
Such improper actions could subject the Company to civil or criminal investigations and monetary, injunctive and other penalties or damage claims. Available Information Our internet address is www.cnh.com .
The conviction that people are the company’s greatest asset is the baseline principle of the Human Capital Management Guidelines which aim to increase organizational effectiveness. The Company has identified five key cultural behaviors which have been cascaded to the entire organization through recent trainings: Customer First, One Team, Grow Together, Make it Simple, Be the Best.
The conviction that people are the company's greatest asset is the baseline principle of our Human Capital Management Guidelines which aim to increase organizational effectiveness. The Company has identified five key core beliefs that have been cascaded to the entire organization: Customer First, One Team, Grow Together, Make it Simple, and Be the Best.
Any violations of such law or regulation could also result in prohibitions on our ability to offer our products and services in one or more countries and could have a material adverse effect on our business, results of operations and financial condition.
Any violations of such laws or regulations could also result in prohibitions on the Company's ability to offer products and services in one or more countries and could have a material adverse effect on the business, results of operations and financial condition.
We promote a selective dealer development program, in territories with growth potential but underdeveloped representation by our Agriculture and Construction equipment brands, the program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.
We also promote a selective dealer development program in territories with growth potential but underdeveloped representation of our brands. This program typically involves a transfer of ownership to a qualified operator through a buy-out or private investment after a few years.
Our construction products are also sold by our Agriculture dealers for certain uses. Sales to agriculture customers are still accounted for in the Construction segment, given the nature of the products. We began production and distribution of full-electric compact construction equipment in 2023. This includes electric mini excavators, compact wheel loader and tractor loader backhoe and small articulated loaders.
Sales to agriculture customers are still accounted for in the Construction segment, given the nature of the products. We began production and distribution of full-electric compact construction equipment in 2023. This includes electric mini excavators, compact wheel loaders, tractor loader backhoes and small articulated loaders.
Our primary brands and products for the Agriculture segment are as follows: • Case IH. Our Case IH brand specializes in powerful and productive machinery including track technology and precision farming solutions for cash and high-value crops, such as sugarcane, particularly for larger farms.
They operate closely with customers to provide specialist solutions. Our primary brands and products for the Agriculture segment are as follows: • Case IH specializes in powerful and productive machinery including track technology and precision farming solutions for cash and high-value crops, such as sugarcane and cotton, particularly for larger farms.
The existence of comprehensive subsidies in these agricultural/farm markets reduces the effects of cyclicality in the agricultural equipment business. The existence and extent of subsidies depends largely on the U.S. Farm Bill and programs administered by the United States Department of Agriculture, the Common Agricultural Policy of the European Union and World Trade Organization negotiations.
The existence and extent of subsidies depends largely on the U.S. Farm Bill and programs administered by the United States Department of Agriculture, the Common Agricultural Policy of the European Union and World Trade Organization negotiations.
Our operations globally are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act as well as a range of national anti-corruption and antitrust or competition laws that apply to conduct in a particular jurisdiction.
CNH global operations are also subject to risks of violations of laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as a range of national anti-corruption and antitrust or competition laws that apply within specific jurisdictions.
We have implemented a program to promote compliance with these laws and to reduce the likelihood of potential violations. Our compliance program, however, may not in every instance protect us from acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or regulations of the jurisdictions in which we operate.
The Company has implemented a compliance program to promote adherence to these laws and reduce the likelihood of potential violations. However, the program may not in every instance protect the Company from acts committed by its employees, agents, contractors, or collaborators that may violate applicable laws or regulations in the jurisdictions in which CNH operates.
HFT imports and sells the full range of New Holland agricultural equipment; ◦ in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors; ◦ in Türkiye, we own 37.5% of TürkTraktör ve Ziraat Makineleri A.S., which manufactures and distributes various models of both New Holland and Case IH tractors; ◦ in Mexico, we own 50% of CNH de Mexico S.A. de C.V., which manufactures New Holland agricultural equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries.
HFT imports and sells the full range of New Holland agricultural equipment; ◦ in Mexico, we own 50% of CNH de Mexico S.A. de C.V.,which manufactures New Holland agricultural equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries; ◦ in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors.
Our principal competitors in the agricultural equipment market are Deere & Company, AGCO Corporation, Claas Group, Kubota Tractor Corporation, Argo Tractors S.p.A., Same Deutz Fahr Group and Mahindra. 8 Our principal competitors in the construction equipment market are Caterpillar Inc., Komatsu Ltd., J C Bamford Excavators Ltd., Hitachi Construction Machinery Co, Ltd., Volvo Group, Liebherr Group, Develon, Bobcat, Kubota Tractor Corporation, SANY Heavy Industry Co., Ltd and Deere & Company.
Our principal competitors in the construction equipment market are Caterpillar Inc., Komatsu Ltd., J C Bamford Excavators Ltd., Hitachi Construction Machinery Co, Ltd., Volvo Group, Liebherr Group, Develon, Bobcat, Kubota Tractor Corporation, SANY Heavy Industry Co., Ltd and Deere & Company.
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.
In addition, CNH's Financial Services segment offers an array of financial products and services, including: • Retail financing for end customers purchasing or leasing new and/or used CNH equipment and/or other manufacturers' products, as well as other retail financing programs. • Wholesale financing to dealers.
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.
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. Industry Overview The agricultural and construction equipment industries are undergoing significant transformation driven by technological innovation.
This comprehensive package rewards employees for their contribution to the Company’s results and allows them to share in the business success they help to create. Base salary, benefits, and short and long-term incentives are determined by market-driven benchmarks.
CNH has defined a compensation approach that is comprised of several different components. This comprehensive package rewards employees for their contribution to the Company's results and allows them to have their share in the business success they help to create. Base salary, benefits, and short and long-term incentives are determined by market-driven benchmarks.
None of these materials, including the other materials available on our website, are incorporated by reference into this Annual Report on Form 10-K unless expressly provided herein. 14 Information about our Executive Officers The names of our executive officers, their ages, and positions as of February 28, 2025 are as set forth below.
These materials are provided for informational purposes only. None of these materials, including the other materials available on our website, are incorporated by reference into this Annual Report on Form 10-K unless expressly provided herein. 16 Information about CNH Executive Officers The names, ages and positions of CNH executive officers as of February 26, 2026 are shown below.
These extensive regional, national and local laws and regulations often impact the development of our products, including, but not limited to, required compliance with air emissions standards applicable to engines. We have made, and expect that we may additionally make, significant capital and research and development expenditures to comply with these standards now and in the future.
These extensive regional, national and local laws and regulations often impact the development of the Company's products, including, but not limited to, required compliance with air emissions standards applicable to engines. CNH has made, and expects to continue to make, significant capital and R&D expenditures to comply with these standards now and in the future.
Products sold through our Case Construction brand include mini and heavy excavators, motor graders, wheel and tractor loaders, vibratory compaction rollers, compact dozers and track loaders, crawler dozers, skid steer and mini track loaders, compact track loaders, rough terrain forklifts, EV options and specialized attachments. • Eurocomach. Eurocomach sell products in over 40 countries.
Products sold through our Case Construction brand include mini and heavy excavators, motor graders, wheel and tractor loaders, vibratory compaction rollers, compact dozers and track loaders, crawler dozers, skid steer and mini track loaders, compact track loaders, rough terrain forklifts, electrical vehicle ("EV") options and specialized attachments. • Eurocomach is a regional brand that sells products in more than 40 countries and focuses on compact equipment for construction and related applications.
Light construction equipment is also known as compact and service equipment, and its product lines include backhoe loaders, skid steer and tracked loaders, mini- and midi- excavators, and compact wheel loaders. Our primary products and brands for the Construction segment are as follows: • New Holland Construction.
Light construction equipment is also known as compact and service equipment, and its product lines include backhoe loaders, skid steer and tracked loaders, mini and midi excavators, and compact wheel loaders.
New Holland Construction is a global brand that offers a wide range of equipment for farming, landscaping, and construction appliances. Products sold through our New Holland Construction Brand include Skid steer loaders, compact track and wheel loaders, mini track loaders and excavators, loader backhoes, tractor loaders, small articulated loaders, forklifts and specialized attachments. • Case Construction.
Products sold through our New Holland Construction brand include skid steer loaders, compact track and wheel loaders, mini track loaders and excavators, loader backhoes, tractor loaders, small articulated loaders, forklifts and specialized attachments. • Case Construction is a global brand that designs and builds powerful construction equipment designed to meet the needs of the construction industry.
Construction The construction equipment market consists of two principal segments: heavy construction equipment (excluding the mining and the specialized forestry equipment markets, in which we do not participate), with equipment generally weighing more than 12 metric tons, and light construction equipment, with equipment generally weighing less than 12 metric tons.
Our investment priorities and product roadmap are designed to position CNH to benefit as industry conditions normalize. 7 Construction The construction equipment market consists of two principal segments: heavy construction equipment (excluding the mining and the specialized forestry equipment markets, in which we do not participate), with equipment generally weighing more than 12 metric tons, and light construction equipment, with equipment generally weighing less than 12 metric tons.
In 2023, we developed and launched our first range of mini track loaders under our Eurocomach brand. Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development.Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand.
Construction's products often share common components to achieve economies of scale in manufacturing, purchasing, and development. Construction differentiates these products based on the relative product value, technology, design concept, productivity, product serviceability, color, and styling to preserve the unique identity of each brand. Our construction products are also sold by our Agriculture dealers for certain uses.
This distinction allows Financial Services to reduce credit risk by deploying industry-specific expertise in each of these businesses. We provide retail financial products primarily through our dealers, who are trained in the use of the various financial products. Dedicated credit analysis teams perform retail credit underwriting.
Customer Financing Financial Services has certain retail underwriting and portfolio management policies and procedures that are specific to Agriculture or Construction. This distinction allows Financial Services to reduce credit risk by deploying industry-specific 12 expertise in each of these businesses. We provide retail financial products primarily through our dealers, who are trained in the use of the various financial products.
The Agriculture segment also supports customers throughout the equipment lifecycle with aftermarket solutions including guidance, automated steering systems, and application control products across a full line of equipment. We seek to ensure that our customers have technology options at every stage of their precision tech adoption journey.
The Construction segment also supports customers throughout the equipment lifecycle with aftermarket solutions that enhance productivity and equipment performance across the full 5 product line. We seek to ensure that our customers have technology options at every stage of their precision technology adoption journey.
New and emerging technologies are transforming the industries we serve. CNH is investing in integrated solutions and precision technologies across its equipment portfolio, including digital platforms, global navigation satellite system ("GNSS") positioning, connectivity, displays, automation, and autonomy. CNH’s core technologies were strengthened by acquiring Raven Industries, Inc., ("Raven") in 2021 and Hemisphere GNSS ("Hemisphere") in 2023.
New and emerging technologies are transforming the industries we serve. We are investing in integrated solutions and precision technologies across its equipment portfolio, including digital platforms, global navigation satellite system ("GNSS") positioning, connectivity, displays, automation, and autonomy. Our core technology capabilities have been strengthened through strategic acquisitions.
The Company builds upon segment-specific training programs, believing that the most effective solutions are specifically tailored to individual needs. Employees are given the opportunity to indicate development and training needs as part of a Performance Management Process, and to propose actions to support their personal development during the year.
Employees are given the opportunity to indicate development and training needs as part of a Performance Management Process, and to propose actions to support their personal development during the year.
Variable compensation is influenced by individual employee contribution, which is evaluated through a performance evaluation program that is deployed throughout the entire organization. The same metrics and methodology are applied in the annual performance assessment of all eligible employees worldwide.
Short-term incentives are influenced by individual employee contribution, which is evaluated through a performance evaluation program that is deployed throughout the entire organization. The same metrics and methodology are applied in the annual performance assessment of all eligible employees worldwide. The Company provides employee benefits programs that comply with local regulatory requirements as well as align with market prevalences.
Financial Services’ ability to compete successfully depends upon, among other things, the availability and competitiveness of funding resources, the development of competitive financial products and services, and licensing or other governmental regulations. Human Capital All CNH employees contribute to company performance at different levels and are key to the achievement of business targets and results.
Financial Services' ability to compete successfully depends upon, among other things, the availability and competitiveness of funding resources, the development of competitive financial products and services, and licensing or other governmental regulations. 13 Global Human Capital All CNH employees contribute to the Company's performance in diverse ways, each playing a key role in achieving our business objectives.
STEYR is a regional brand, primarily focused in European markets, that specializes in small- to mid-sized tractors for agricultural, municipal and forestry segments. • Raven . Raven is a global technology brand primarily focused on developing disruptive agricultural technologies that seek to solve in-field challenges and provide automated and autonomous farming solutions.
Products sold through our New Holland brand include tractors, harvesters (grain and specialty crops such as grapes and olives), hay and forage equipment, crop protection and tillage solutions (primarily for small grains) and precision farming solutions. • STEYR is a regional brand, sold primarily in European markets, that specializes in small- to mid-sized tractors for the agricultural, municipal and forestry segments. • Raven is a global technology brand primarily focused on developing disruptive agricultural technologies that seek to solve in-field challenges and provide automated and autonomous farming solutions.
Agriculture's product lines include tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers. Case IH and New Holland are our two leading global brands. Our regional and technology brands cater to specific regions around the world. They operate closely with customers to provide specialist solutions.
We seek to ensure that our customers have technology options at every stage of their precision technology adoption journey. Agriculture's product lines include tractors, harvesters, hay and forage equipment, seeding and planting equipment, and self-propelled sprayers. Case IH and New Holland are our two leading global brands. Our regional and technology brands cater to specific regions around the world.
Code of Conduct CNH’s Code of Conduct is one of the pillars of the CNH corporate governance system, which regulates the decision-making processes, and the approach used by the Company and its employees in interacting with all stakeholders.
Code of Conduct CNH's Code of Conduct (the "Code") is one of the pillars of the Company's corporate governance system, which regulates the decision-making process, and guides how the Company and its employees interact with each other and with all stakeholders.
Sales and Distribution We predominantly sell and distribute our Agriculture and Construction products through dealers. The Agriculture dealer network includes more than 2,500 dealer owners and more than 6,000 locations/points of sale. Construction sells and distributes products through approximately 427 full-line dealers and distributors with over 1,694 points of sale.
We predominantly sell and distribute our Agriculture and Construction products through dealers. The Agriculture dealer network includes more than 2,300 dealer owners operating over 5,000 locations/points of sale. Construction products are sold through approximately 400 full-line dealers and distributors with approximately 1,700 points of sale. Agriculture and Construction dealers are almost all independently owned and operated.
In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned 10 rental yards, parts inventory, working capital and other financing needs. As a captive finance business, Financial Services is reliant on and supports the operations of Agriculture, Construction, their dealers, and customers.
In addition, Financial Services provides financing to dealers for used equipment and machines taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working capital and other financing needs.
Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where local shipments are not reported. 4 Business Segments The Agriculture segment designs, engineers, manufactures, distributes and services a full line of agriculture equipment, implements and precision agriculture solutions.
Not all agricultural or construction equipment is registered, and registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly for local manufacturers in China, Southeast Asia, Eastern Europe, Türkiye, Brazil, and in countries where local shipments are not reported.
In China, Agriculture dealer financing activities are provided by and managed through a wholly-owned financial services company. CNH Financial Services serves as a lender for Iveco Group dealers and end customers in Australia and New Zealand. Customer Financing Financial Services has certain retail underwriting and portfolio management policies and procedures that are specific to Agriculture or Construction.
In China, Agriculture dealer financing activities are provided by and managed through a wholly-owned financial services company. CNH Financial Services serves as a lender for Iveco Group dealers and end customers in Australia and New Zealand and assumes the credit risk associated with those financing arrangements.
Approximately 600 hourly manufacturing employees in the United States were covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America with an expiration date of May 2, 2026.
Approximately 400 hourly manufacturing employees in the United States are covered by a collective bargaining agreement with the United Automobile, Aerospace, and Agricultural Implement Workers of America, which expires on May 2, 2026. Additionally, approximately 500 U.S. manufacturing employees are covered by a collective bargaining agreement with the International Association of Machinists, which expires on April 30, 2028.
The Company seeks to match retail and dealer orders with lean production plans using the Company's inventory to offset low and high seasonality, while targeting shorter time intervals between retail order and production to promote efficient working capital-management and excellent customer service. 6 Government farm programs, including the amount and timing of government payments, are a key income driver for farmers raising certain commodity crops in the United States (the "U.S.") and the European Union.
The Company seeks to match retail and dealer orders with lean production plans using the Company's inventory to offset low and high seasonality, while targeting shorter time intervals between retail order and production to promote efficient working capital-management and excellent customer service.
Key areas of focus are pursuit of a zero-accident and zero-injury rate, extension of ISO 45001 certification, and implementation of initiatives to increase employee health and safety awareness via multiple tools (e.g., training courses, corporate Intranet, video tutorials).
Key areas of focus are pursuit of a zero-accident and zero-injury rate, extension of ISO 45001 certification, and implementation of initiatives to increase employee health and safety awareness via multiple tools (e.g., training courses, corporate Intranet, video tutorials). 14 Employee Compensation and Benefits The Company is committed to providing a base pay that, in compliance with local regulations, is competitive with the local market, affordable from a business perspective, and aligned with the Company's achieve and earn philosophy.
The geographic designations have the following meanings: • North America : United States, Canada and Mexico; • Europe, Middle East and Africa : member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Russia, Türkiye, Uzbekistan, Pakistan, the African continent and the Middle East; • South America : Central and South America, and the Caribbean Islands; and • Asia Pacific : Continental Asia (including the India subcontinent), Indonesia, and Oceania.
The Agriculture and Construction segments are collectively referred to as "Industrial Activities." Geographic Regions Certain financial information in this Annual Report is presented by geographic region, which are defined as follows: • North America : United States, Canada and Mexico; 4 • Europe, Middle East and Africa ("EMEA") : member countries of the European Union, European Free Trade Association, the United Kingdom, Ukraine and Balkans, Türkiye, Uzbekistan, Pakistan, the African continent and the Middle East; • South America : Central and South America, and the Caribbean Islands; • Asia Pacific : Continental Asia (including the India subcontinent), Indonesia, Japan and Oceania.

… 82 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

82 edited+43 added−42 removed115 unchanged
Biggest changeThese risks include: • changes in laws, regulations and policies that affect, among other things: – International trade in particular jurisdictions, including tariffs, and other counter measures; – currency restrictions; – the design, manufacture and sale of our products; – interest rates and the availability of credit to our dealers and customers; – where, to whom, and what type of products may be sold, including new or additional trade or economic sanctions imposed by the United States, European Union, the United Kingdom or other governmental authorities and supranational organizations (e.g., the United Nations); and – taxes; • regulations from changing world organization initiatives and agreements; • changes in the dynamics of the industries and markets in which we operate; • labor disruptions; • disruption in the supply of raw materials and components (e.g. as a result of pandemics or sanctions), including rare materials (they might be easily subjected to sudden cost increases due to a variety of factors, including speculative measures or unforeseen political changes); • changes in governmental farm programs or subsidy programs in certain significant markets, including the Brazilian government discontinuing programs subsidizing interest rates on equipment loans; • withdrawal from or changes to trade agreements or trade terms, negotiation of new trade agreements and the imposition of new (and retaliatory) tariffs on certain countries or covering certain products and raw materials or embargoes; and • war, civil unrest and acts of terrorism. 16 In recent years, acts of terrorism have occurred around the world, leading to personal safety anxieties and political instability in many countries and, ultimately, an impact on consumers’ confidence.
Biggest changeThese risks include: • changes in, and uncertainty concerning, laws, regulations and policies, and particularly changes and uncertainty that affect, among other things: – International trade in particular jurisdictions, including tariffs, and other counter measures that restrict the import and export of our products, components and raw materials; – currency restrictions; – the design, manufacture and sale of our products; – interest rates and the availability of credit to our dealers and customers; – where, to whom, and what type of products may be sold, including new or additional trade or economic sanctions imposed by the United States, European Union, the United Kingdom or other governmental authorities and supranational organizations (e.g., the United Nations); and – taxes; ▪ economic and political instability in the markets in which we operate; • regulations from changing world organization initiatives and agreements; • changes in the dynamics of the industries and markets in which we operate; • labor disruptions; • disruption in the supply of raw materials and components (e.g. as a result of trade regulations, pandemics or sanctions), including rare materials (they might be easily subjected to sudden cost increases due to a variety of factors, including speculative measures or unforeseen political changes); • changes in governmental farm programs or subsidy programs in certain significant markets, including the Brazilian government discontinuing programs subsidizing interest rates on equipment loans; • withdrawal from or changes to trade agreements or trade terms, negotiation of new trade agreements and the imposition of new (and retaliatory) tariffs on certain countries or covering certain products and raw materials or embargoes; and • war, civil unrest and acts of terrorism.
Slower economic growth or a change in global mix of regions and countries experiencing economic growth and investment could have an adverse impact on our business, results of operations and financial condition.
Slower economic growth or a change in global mix of regions and countries experiencing slower economic growth and investment could have an adverse impact on our business, results of operations and financial condition.
The construction equipment market is influenced by factors such as: • public infrastructure spending; • new residential and non-residential construction; • capital spending in oil and gas and, to a lesser extent, in mining; and • cost of borrowing The above factors can significantly influence the demand for agricultural and construction equipment and consequently, our financial results.
The construction equipment market is influenced by factors such as: • public infrastructure spending; • new residential and non-residential construction; • capital spending in oil and gas and, to a lesser extent, mining; and • cost of borrowing. The above factors can significantly influence the demand for agricultural and construction equipment and consequently, our financial results.
If we are not able to deliver precision technology solutions with differentiated features and functionality, or these solutions are not effective, customers may not adopt technology solutions, which could have a material adverse effect on the Company’s reputation and business. We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.
If we are not able to deliver precision technology solutions with differentiated features and functionality, or if these solutions are not effective, customers may not adopt technology solutions, which could have a material adverse effect on the Company's reputation and business. We may face challenges to our intellectual property rights which could adversely affect our reputation, business and competitive position.
The extent of our indebtedness could have important consequences on our operations and financial results, including: ▪ we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes; ▪ we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes; ▪ we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage; ▪ we may not be able to invest in the development or introduction of new products or new business opportunities; ▪ our future cash flow may be exposed to the risk of interest rate volatility (see above); ▪ we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions; and ▪ we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to provide competitive retail and wholesale financing programs.
The extent of our indebtedness could have important consequences on our operations and financial results, including: ▪ we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes; ▪ we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes; 30 ▪ we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage; ▪ we may not be able to invest in the development or introduction of new products or new business opportunities; ▪ our future cash flow may be exposed to the risk of interest rate volatility (see above); ▪ we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions; and ▪ we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to provide competitive retail and wholesale financing programs.
In addition, natural disasters, pandemic illness, acts of terrorism or violence, acts of war, equipment failures, power outages, disruptions to our information technology systems and networks or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of parts or component products and disruption and delay in the transport of our products to dealers and customers.
In addition, natural disasters, pandemic illness, acts of terrorism or violence, acts of war, equipment failures, power outages, disruptions to our information technology ("IT") systems and networks or other unexpected events could result in physical damage to, and complete or partial closure of, one or more of our manufacturing facilities or distribution centers, temporary or long-term disruption in the supply of parts or component products and disruption and delay in the transport of our products to dealers and customers.
Our implementation of these strategies will involve a significant investment of capital and other resources and exposes us to multiple and potentially conflicting cultural practices, business practices and legal requirements that are subject to change, including those related to tariffs, trade barriers, investments, property ownership rights, taxation, and sanction, export control, 20 currency exchange restrictions, capital flows restrictions and customs/import requirements.
Our implementation of these strategies will involve a significant investment of capital and other resources and exposes us to multiple and potentially conflicting cultural practices, business practices and legal requirements that are subject to change, including those related to tariffs, trade barriers, investments, property ownership rights, taxation, and sanction, export control, currency exchange restrictions, capital flows restrictions and customs/import requirements.
Some of these risks and uncertainties could affect particular lines of business, while others could affect all of our businesses. Although risks are organized by headings, and each risk is discussed separately, many are interrelated. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise.
Some of these risks and uncertainties could affect particular lines of business, while others could affect all of our businesses. Although risks are organized by headings, and each risk is discussed separately, many are interrelated. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future 17 events, or otherwise.
We believe that the Company is not a passive foreign investment company, but this conclusion is a factual determination made annually and may be subject to change. U.S. Holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a PFIC. We may incur additional tax expense or become subject to additional tax exposure .
We believe that the Company is not a passive foreign investment company, but this conclusion is a factual determination made annually and may be subject to change. U.S. Holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a PFIC. 31 We may incur additional tax expense or become subject to additional tax exposure .
In addition, since the assets that currently fund these obligations are primarily invested in debt instruments and equity securities, the value of these assets is subject to changes due to market fluctuations. 25 We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.
In addition, since the assets that currently fund these obligations are primarily invested in debt instruments and equity securities, the value of these assets is subject to changes due to market fluctuations. We have significant outstanding indebtedness, which may limit our ability to obtain additional funding and may limit our financial and operating flexibility.
We may be required to incur significant costs to comply with these and other privacy and data security laws, rules and regulations. Any inability to adequately address privacy and 23 security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.
We may be required to incur significant costs to comply with these and other privacy and data security laws, rules and regulations. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on our business prospects, results of operations and/or financial position.
Subsequent developments in legal proceedings may affect our assessment and estimates of the loss contingency recorded as a reserve and require us to make payments that exceed our reserves, which could have a material adverse effect on our results of operations and/or financial position.
Subsequent developments in legal proceedings may affect our assessment and estimates of the loss 25 contingency recorded as a reserve and require us to make payments that exceed our reserves, which could have a material adverse effect on our results of operations and/or financial position.
We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, the reporting currency for our 24 Consolidated Financial Statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in other currencies.
We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. In addition, the reporting currency for our Consolidated Financial Statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in other currencies.
If required, the costs of switching suppliers may be substantial, and could adversely effect the quality and efficiency of our operations. Significant disruptions to the supply chain resulting from shortages of raw materials, components, and wholegoods can adversely affect our ability to meet customer demand.
If required, the costs of switching suppliers may be substantial, and could adversely affect the quality and efficiency of our operations. Significant disruptions to the supply chain resulting from shortages of raw materials, components, and wholegoods can adversely affect our ability to meet customer demand.
Compliance with these requirements and expectations may require us to adopt new reporting or 19 governance processes, which may be more complicated or costly due to diverging requirements across the different jurisdictions in which we operate.
Compliance with these requirements and expectations may require us to adopt new reporting or governance processes, which may be more complicated or costly due to diverging requirements across the different jurisdictions in which we operate.
Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops they grow, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating bio-fuel utilization could affect demand for our equipment and result in higher research and development costs related to equipment fuel standards.
Moreover, changing alternative energy demands may cause farmers to change the types or quantities of the crops they grow, with corresponding changes in equipment demands. Finally, changes in governmental policies regulating biofuel utilization could affect demand for our equipment and result in higher research and development costs related to equipment fuel standards.
If issues were to arise with respect to an acquisition or the parties to one or more of our joint venture or strategic alliances or other relationships for managerial, financial, or other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses, results of operations and financial condition could be adversely affected.
If issues were to arise with respect to an acquisition or the parties to one or more of our joint ventures or strategic alliances or other relationships for managerial, financial, or other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses, results of operations and financial condition could be adversely affected.
Any adverse change in government policy relating to those initiatives could have a material adverse effect on our business, results of operations and financial condition. Our future performance depends on our ability to innovate and on market acceptance of new or existing products .
Any adverse change in government policy relating to those initiatives could have a material adverse effect on our business, results of operations and financial conditions. Our future performance depends on our ability to innovate and on market acceptance of new or existing products .
Our results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, the cost of commodities or other raw materials, and the imposition of trade tariffs and other counter measures – which exist in the countries and regions in which we operate.
Our results of operations and financial position are and will continue to be influenced by macroeconomic factors – including changes in gross domestic product, the level of consumer and business confidence, changes in interest rates, the availability of credit, inflation and deflation, energy prices, the cost of commodities or other raw materials, and the imposition of trade tariffs and other trade policies – which exist in the countries and regions in which we operate.
The economic health of the agricultural industry is affected by numerous factors, including farm income, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions.
The economic health of the agricultural industry is affected by numerous factors, including changes in general economic conditions farm income, farm input costs, farmland values, and debt levels and financing costs, all of which are influenced by the levels of commodity and protein prices, world grain stocks, acreage available and planted, crop yields, agricultural product demand, soil conditions, farm input costs, government policies, government subsidies and weather and climate conditions.
The following risks should be considered in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations, including the risks and uncertainties described in the Forward-Looking Statements and notes to the consolidated financial statements beginning on page 80 .
The following risks should be considered in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", including the risks and uncertainties described in the Forward-Looking Statements and "Notes to the Consolidated Financial Statements" beginning on page 75 .
Central banks and other policy arms of many countries 17 may take further actions to vary the amount of liquidity and credit available in an economy. The impact of a change in liquidity and credit policies could negatively affect the customers and markets we serve or our suppliers, which could adversely impact our business, results of operations and financial condition.
Central banks and other policy arms of many countries may take further actions to vary the amount of liquidity and credit available in an economy. The impact of a change in liquidity and credit policies could negatively affect the customers and markets we serve or our suppliers, which could adversely impact our business, results of operations and financial conditions.
Such inventory adjustments and sourcing decisions can adversely impact our sales, results of operations and financial condition. Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations .
Such inventory adjustments and sourcing decisions can adversely impact our sales, results of operations, and financial conditions. Our results of operations may be adversely impacted by various types of claims, lawsuits, and other contingent obligations .
For example, in the past, attacks on merchant ships in the Red Sea caused shipping companies to avoid this region, which have resulted in increased logistics costs.
For example, in the past, attacks on merchant ships in the Red Sea caused shipping companies to avoid this region, which resulted in 24 increased logistics costs.
For example, changes in environmental and climate change laws, including laws relating to engine and equipment emissions, safety regulations, sustainability, fuel requirements, restricted substances, or greenhouse gas emissions, could lead to new or additional investments in product designs to comply with these regulations.
For example, changes in environmental and sustainability-related laws, including laws relating to engine and equipment emissions, safety regulations, sustainability, fuel requirements, restricted substances, or greenhouse gas emissions, could lead to new or additional investments in product designs to comply with these regulations.
We sell our products primarily through independent dealers and are subject to risks relating to their inventory management decisions and operating and sourcing practices. Our dealers carry inventories of finished products and parts as part of ongoing operations and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used equipment inventory.
We sell our products primarily through independent dealers and are subject to risks relating to their inventory management decisions and operating and sourcing practices. Our dealers carry inventories of finished products and parts and adjust those inventories based on their assessment of future sales opportunities and market conditions, including the level of used equipment inventory.
We also may have to depend on third parties to supply certain hardware or software components or data services in our precision technology products. Our dealers ability to support such solutions also may impact on our customers, acceptance and demand for such products. Further, we utilize automation and machine learning and artificial intelligence in some of our products.
We may also have to depend on third parties to supply certain hardware or software components or data services in our precision technology products. Our dealer's ability to support such solutions may also impact on our customers' acceptance and demand for such products. Further, we utilize automation and machine learning and artificial intelligence in some of our products.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and Note 22 Related Party Information to the consolidated financial statements at December 31, 2024 . Such shareholders participating in the loyalty voting program could effectively prevent change of control transactions that may otherwise benefit our shareholders.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" and "Note 22: Related Party Information" to the Consolidated Financial Statements at December 31, 2025 . Such shareholders participating in the loyalty voting program could effectively prevent change of control transactions that may otherwise benefit our shareholders.
Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, and other important information about forward-looking statements are disclosed under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)–Cautionary Note on Forward-Looking Statements,” in this Annual Report on Form 10-K.
Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, and other important information about forward-looking statements are disclosed under Item 1A, "Risk Factors," and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")–Cautionary Note on Forward-Looking Statements," in this Annual Report on Form 10-K.
Government policies on international trade and investment such as sanctions, import quotas, capital controls, tariffs or other retaliatory measures imposed in response to tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocks, may affect the demand for our products, technology and services, impact the competitive position of our products or prevent us from being able to sell products to certain customers or in certain countries.
Government laws and policies on international trade and investment including sanctions, import quotas, capital controls, tariffs or other retaliatory measures imposed in response to tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocks, affect the demand for our products, technology and services, impact the competitive position of our products and, in some instances may prevent us from being able to sell products to certain customers or in certain countries.
These initiatives include our enhanced focus on precision technology solutions and alternative propulsion, as well as other initiatives aimed at improving our product portfolio, customer focus and manufacturing and business processes.
These initiatives include our enhanced focus on precision technology solutions and alternative propulsion, as well as other initiatives aimed at improving our manufacturing footprint, product portfolio, customer focus, distribution channel and manufacturing and business processes.
Rating agencies may review and revise their ratings from time to time, and any downgrade or other negative action with respect to our credit ratings by one or more rating agencies may increase our cost of capital, potentially limit our access to sources of financing, and have a material adverse effect on our business, results of operations and financial condition.
Rating agencies review and revise their ratings from time to time, and downgrades or other negative actions with respect to our credit ratings by one or more rating agencies may increase our cost of capital, potentially limit our access to sources of financing, and have a material adverse effect on our business, results of operations and financial condition.
For further information see "Note 15: Commitments and Contingencies” to the consolidated financial statements at December 31, 2024. Changes in privacy laws could disrupt our business. The regulatory framework for privacy and data security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.
For further information see "Note 15 : Commitments and Contingencies" to the Consolidated Financial Statements at December 31, 2025 . 28 Changes in privacy laws could disrupt our business. The regulatory framework for privacy and data security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.
As a result of the loyalty voting program, a relatively large proportion of the voting power of our common shares could be concentrated in a relatively small number of shareholders who would have significant influence over us. As of January 31, 2025 , EXOR N.V. had a voting interest in CNH of approximately 45.3%. For further information, see “Item 12.
As a result of the loyalty voting program, a relatively large proportion of the voting power of our common shares could be concentrated in a relatively small number of shareholders who would have significant influence over us. As of January 31, 2026 , EXOR N.V. had a voting interest in CNH of approximately 45.6%. For further information, see "Item 12.
Changing worldwide demand for farm outputs to meet the world’s growing food and alternative energy demands, driven by a growing world population and government policies, including those related to climate change, are likely to result in fluctuating agricultural commodity prices, which affect sales of agricultural equipment.
Changing worldwide demand for farm outputs to meet the world's growing food and alternative energy demands, driven by a growing world population and changing government policies, are likely to result in fluctuating agricultural commodity prices, which affect sales of agricultural equipment.
Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict, and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also becoming increasingly strict.
Such laws govern, among other things, products – with requirements on emissions of polluting gases and particulate matter, increased fuel efficiency and safety constantly evolving, and industrial plants – with requirements for reduced air emissions, treatment of waste and water, and prohibitions on soil contamination also constantly changing.
Furthermore, the potentially long-term physical impacts of climate change on our facilities, suppliers and customers and therefore on our operations are highly uncertain and will be driven by the circumstances developing in various geographical regions. These may include long-term changes in temperature and water availability.
Furthermore, the potentially long-term physical impacts of severe weather events and other climate-related incidents on our facilities, suppliers and customers and therefore on our operations are highly uncertain and will be driven by the circumstances developing in various geographical regions. These may include long-term changes in temperature and water availability.
Our suppliers may also be impacted by economic pressures, which may adversely affect their ability to fulfill their obligations to us or the price or availability of supplies we require. These factors could result in product delays, increased accounts receivable, defaults and inventory challenges. Our success largely depends on the vitality of the agricultural industry.
Our suppliers may also be impacted by economic pressures, which may adversely affect their ability to fulfill their obligations to us or the price or availability of supplies we require. These factors could result in product delays, increased accounts receivable balances, defaults and inventory challenges.
For further information, see “Note 10: Debt” to the consolidated financial statements for the year ended December 31, 2024, for additional information. CNH Industrial N.V. operates and will continue to operate, as a company that is resident in the U.K. for tax purposes; other tax authorities may treat CNH Industrial N.V. as being tax resident elsewhere.
For further information, see "Note 10 : Debt" to the Consolidated Financial Statements for the year ended December 31, 2025 , for additional information. CNH Industrial N.V. operates, and intends to continue to operate, as a company that is resident in the U.K. for tax purposes; other tax authorities may treat CNH Industrial N.V. as being tax resident elsewhere.
Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, difficulty in recruiting new personnel, or the inability to integrate and retain qualified personnel, could impair our ability to execute our business strategy and meet our business objectives.
Failure to attract and retain qualified personnel, whether as a result of an insufficient number of qualified applicants, including applicants with the proper visa and immigration status, difficulty in recruiting new personnel, inadequate resources, or the inability to integrate and retain qualified personnel, could impair our ability to execute our business strategy and meet our business objectives.
Regulators in Europe have also focused efforts on requiring and promoting enhanced disclosure related to sustainability. [The data required to adhere to such requirements may be based on new and changing reporting requirements, or based on data that is supplied by third parties, all of which could impact the quality and consistency of data.] We may face liabilities in connection with our efforts to comply with these disclosure requirements.
The data required to adhere to such requirements may be based on new and changing reporting requirements or based on data that is supplied by third parties, all of which could impact the quality and consistency of data. We may face liabilities in connection with our efforts to comply with these disclosure requirements.
For example, so-called “right to repair” legislation proposals in certain states and at the federal level in the U.S. could require us to provide access to the software code embedded in our products, which, among other harmful consequences, could create product safety issues, compromise engine emissions and performance controls, adversely affect the protection of our intellectual property, and limit our ability to recoup necessary investments in innovation and research and development.
For example, so-called "right to repair" legislation proposals in certain states and at the federal level in the U.S. could require us to provide access to the software code embedded in our products, which, among other harmful consequences, could create product safety issues, compromise engine emissions and performance controls, adversely affect the protection of our intellectual property.
We may be exposed to shortfalls in our pension plans. At December 31, 2024, the funded status for our defined benefit pension, healthcare and other post-employment benefit plans was a deficit of $356 million.
We may be exposed to shortfalls in our pension plans. At December 31, 2025, the funded status for our defined benefit pension, healthcare and other postemployment benefit plans was a deficit of $327 million.
The funded status is subject to many factors, as discussed in “Management's Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Estimates—Pension and Other Post-employment Benefits,” as well as “Note 13: Employee Benefit Plans and Postretirement Benefits” to the consolidated financial statements for the year ended December 31, 2024.
The funded status is subject to many factors, as discussed in "Management's Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Estimates—Pension and Other Postemployment Benefits," as well as "Note 13 : Employee Benefit Plans and Postretirement Benefits" to the Consolidated Financial Statements for the year ended December 31, 2025.
FINANCIAL AND TAXATION RISKS Difficulty in obtaining financing or refinancing existing debt could impact our financial performance. Our performance depends on, among other things, our ability to finance debt repayment obligations and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank loans and/or facilities and access to capital markets or other sources of financing.
Our performance depends on, among other things, our ability to finance debt repayment obligations and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank loans and/or facilities and access to capital markets or other sources of financing. A decline in revenues could have a negative impact on the cash-generating capacity of our operations.
A decline in revenues could have a negative impact on the cash-generating capacity of our operations. Consequently, we could find ourselves in the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable market conditions with limited availability of funding and a general increase in funding costs.
Consequently, we could find ourselves in the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable market conditions with limited availability of funding and a general increase in funding costs.
Our business may be affected by climate change, unfavorable weather conditions or other calamities . Poor, severe or unusual weather conditions caused by climate change or other factors, particularly during the planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment customers.
Our business may be affected by climate-related risks, unfavorable weather conditions or other calamities . Poor, severe or unusual weather conditions, particularly during the planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment customers. The timing and quantity of rainfall are two of the most important factors in agricultural production.
Failure to realize anticipated savings or benefits from our business initiatives and cost reduction actions could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows. 18 We may not realize all of the anticipated benefits from our new Global Leadership Team strategic priorities.
Failure to realize anticipated savings or benefits from our business initiatives and cost reduction actions could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.
Should CNH Industrial N.V. be treated as an Italian tax resident beyond its Italian branch, Italy may impose withholding taxes on dividends distributed by CNH Industrial N.V. and levy corporate income tax on CNH Industrial N.V.’s worldwide income, and tax authorities in jurisdictions outside of the U.K. and the Netherlands could challenge the application of tax treaties, which could result in a material adverse effect on our results of operations and financial condition. 26 The Company could be characterized as a passive foreign investment company (PFIC) for U.S. federal income tax purposes The U.S. federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.
Should CNH Industrial N.V. be treated as an Italian tax resident beyond its Italian branch, Italy may impose withholding taxes on dividends distributed by CNH Industrial N.V. and levy corporate income tax on CNH Industrial N.V.'s worldwide income, and tax authorities in jurisdictions outside of the U.K. and the Netherlands could challenge the application of tax treaties, which could result in a material adverse effect on our results of operations and financial condition.
We cannot guarantee that we will be able to maintain access to raw materials, parts and components, and in some cases, this access may be affected by factors outside of our control and the control of our suppliers. Certain components and parts used in our products are available from a single supplier and cannot be quickly sourced from other suppliers.
We cannot guarantee that we will be able to maintain access to raw materials, parts and components, and in some cases, this access may be affected by factors outside of our control and the control of our suppliers.
Our business may be negatively impacted if we experience excess inventories or if we are unable to adjust on a timely basis our production schedules or our purchases from suppliers to reflect changes in customer demand and market fluctuations .
Our business may be negatively impacted if we experience excess inventories or if we are unable to adjust on a timely basis our production schedules or our purchases from suppliers to reflect changes in customer demand and market fluctuations. Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations .
Although we seek to manage our currency risk and interest rate risk, including through hedging activities, there can be no assurance that we will be able to do so successfully, and our business, results of operations and financial position could be adversely affected.
Nevertheless, any future changes in interest rates can result in increases or decreases in revenues, finance costs, and margins. 29 Although we seek to manage our currency risk and interest rate risk, including through hedging activities, there can be no assurance that we will be able to do so successfully, and our business, results of operations and financial position could be adversely affected.
In addition, by utilizing these instruments, we potentially forego the benefits that may result from favorable fluctuations in currency exchange and interest rates. For additional information, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” to the consolidated financial statements at December 31, 2024. We also face risks from currency devaluations.
In addition, by utilizing these instruments, we potentially forego the benefits that may result from favorable fluctuations in currency exchange and interest rates. For additional information, see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" of this Form 10-K. We also face risks from currency devaluations.
If the facts upon which the competent authorities issued this ruling change over time, this ruling may be withdrawn or cease to apply and in that case the Netherlands may impose withholding taxes on dividends distributed to non-residents by CNH Industrial N.V. and may levy Dutch corporate income tax on CNH Industrial N.V. and tax authorities in jurisdictions outside the U.K. and the Netherlands could challenge the application of tax treaties, which could have a material adverse effect on our results of operations and financial condition.
If the facts upon which the competent authorities issued this ruling change over time, this ruling may be withdrawn or cease to apply and in that case the Netherlands may impose withholding taxes on dividends distributed to non-residents by CNH Industrial N.V. and may levy Dutch corporate income tax on CNH Industrial N.V..
You should, however, consult any subsequent disclosures we make from time to time in materials filed with the SEC. 15 STRATEGIC RISKS Global economic conditions impact our businesses .
You should, however, consult any subsequent disclosures we make from time to time in materials filed with the SEC.
There can be no assurance that we will benefit from these initiatives or others to the extent anticipated, or that the estimated efficiency or cash flow improvements will be realized to the extent anticipated or at all. If these initiatives are not successful, they could have an adverse effect on our operations.
There can be no assurance that we will benefit from these initiatives or others to the extent anticipated, or that the estimated efficiency or cash flow improvements will be realized to the extent anticipated or at all.
Despite our controls and safeguards, our technology may be misappropriated by other parties. The pursuit of remedies for any misappropriation of intellectual property is expensive and the ultimate remedies may be insufficient.
Despite our controls and safeguards, our technology may be misappropriated by other parties. This risk is enhanced to the extent that other parties utilize artificial intelligence and other emerging technologies for malicious purposes. The pursuit of remedies for any misappropriation of intellectual property is expensive and the ultimate remedies may be insufficient.
We rely upon many suppliers for raw materials, parts and components that we require to manufacture our products. The failure by one or more of our suppliers to perform as expected could result in manufacturing delays, increased costs and could impact the quality and efficiency of our manufacturing capabilities.
The failure by one or more of our suppliers to perform as expected could result in manufacturing delays, increased costs and could impact the quality and efficiency of our manufacturing capabilities.
As of December 31, 2024, we had an aggregate of $26,882 million (including $23,173 million relating to Financial Services’ activities) of consolidated gross indebtedness, and our equity was $7,713 million, including non-controlling interests.
As of December 31, 2025, we had an aggregate of $26,762 million (including $22,861 million relating to Financial Services' activities) of consolidated gross indebtedness, and our equity was $7,772 million, including noncontrolling interests.
While the use of these emerging technologies can present significant benefits, it also creates risks and challenges. Data sourcing, technology, integration and process issues, program bias into decision-making algorithms, security problems, and the protection of privacy could impair the adoption and acceptance of autonomous machine solutions.
Data sourcing, technology, integration and process issues, program bias into decision-making algorithms, security problems, and the protection of privacy could impair the adoption and acceptance of autonomous machine solutions.
Future regulations from federal, state or provincial regulators may affect our ability to engage in these capital market activities or increase the effective cost of such transactions, which could adversely affect our financial position, results of operations and cash flows. We have identified a material weakness in our internal control over financial reporting.
Future regulations from federal, state or provincial regulators may affect our ability to engage in these capital market activities or increase the effective cost of such transactions, which could adversely affect our financial position, results of operations and cash flows. FINANCIAL AND TAXATION RISKS Difficulty in obtaining financing or refinancing existing debt could impact our financial performance.
Historically, the agricultural industry has been cyclical and subject to a variety of economic and other factors. Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry.
Sales of agricultural equipment, in turn, are also cyclical and generally reflect the economic health of the agricultural industry.
Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may cause crop loss through increased disease or mold growth.Temperature affects the rate of growth, crop maturity, crop quality and yield. Temperatures outside normal ranges can cause crop failure or decreased yields and may also affect disease incidence.
Insufficient levels of rain prevent farmers from planting crops or may cause growing crops to die, resulting in lower yields. Excessive rain or flooding can also prevent planting or harvesting from 23 occurring at optimal times and may cause crop loss through increased disease or mold growth. Temperature affects the rate of growth, crop maturity, crop quality, and yield.
In North America, for example, our Financial Services segment is subject to regulations that affect the origination, servicing, and securitization of receivables as well as limit the ability of our customers to enter into hedging transaction or finance purchases of our equipment.
In North America, for example, our Financial Services segment is subject to regulations that affect the origination, servicing, and securitization of receivables.
Financial Services normally implements a matching policy to offset the impact of differences in interest rates on the financed portfolio and related liabilities. Nevertheless, any future changes in interest rates can result in increases or decreases in revenues, finance costs and margins.
Financial Services normally implements a matching policy to offset the impact of differences in interest rates on the financed portfolio and related liabilities.
Competitive activity, or failure by us to respond to actions by our competitors, could adversely affect our results of operations . We operate in highly competitive global and regional markets. Depending on the particular country and product, we compete with other international, regional and local manufacturers and distributors of agricultural and construction equipment.
We operate in highly competitive global and regional markets. Depending on the particular country and product, we compete with other international, regional and local manufacturers and distributors of agricultural and 21 construction equipment.
International trade policies may impact demand for our products and our competitive position .
International trade policies may impact demand for our products and our competitive position . International trade developments or changes in national laws and policies can affect demand for our products and our competitive position.
Because this analysis is highly factual and may depend on future changes in CNH’s management and organizational structure, tax authorities may disagree with our determination of the Company’s tax residence.
CNH Industrial N.V. should be deemed resident exclusively in the U.K. from the date of its incorporation for purposes of the Italy-U.K. tax treaty. Because this analysis is highly factual and may depend on future changes in CNH's management and organizational structure, tax authorities may disagree with our determination of the Company's tax residence.
Natural disasters such as floods, hurricanes, storms, droughts, diseases and pests can have a negative impact on agricultural production. The resulting negative impact on farm income can strongly affect demand for our agricultural equipment in any given period. These conditions may also adversely impact the ability of our Financial Services customers to meet their payment obligations.
Temperatures outside normal ranges can cause crop failure or decreased yields and may also affect disease incidence. Natural disasters such as floods, hurricanes, storms, droughts, diseases, and pests can have a negative impact on agricultural production. The resulting negative impact on farm income can strongly affect demand for our agricultural equipment in any given period.
Words such as “believe,” “expect,” “estimate,” “anticipate,” “will,” “should,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” and similar words or expressions may signify forward-looking statements. We do not undertake to update any forward-looking statements to reflect events or circumstances that occur after the date on which such forward-looking statement was made, except as required by applicable law.
Words such as "believe," "expect," "estimate," "anticipate," "will," "should," "plan," "forecast," "target," "guide," "project," "intend," "could," and similar words or expressions may signify forward-looking statements. We do not undertake to update any forward-looking statements to reflect events or circumstances that occur after the date on which such forward-looking statement was made, except as required by applicable law.
These potential physical effects may adversely impact the demand for our products and the cost, production, sales and financial performance of our operations.
These potential physical effects may adversely impact the demand for our products and the cost, production, sales, and financial performance of our operations. Regulators in Europe have also focused efforts on requiring and promoting enhanced disclosure related to sustainability.
We have engaged in the past, and may engage in the future, in investments and mergers and acquisitions or enter into, expand or exit from strategic alliances and joint ventures. These involve risks that could prevent us from realizing the expected benefits of the transactions or the achievement of strategic objectives or could divert management’s time and attention.
These involve risks that could prevent us from realizing the expected benefits of the transactions or the achievement of strategic objectives or could divert management's time and attention.
Most countries where our products and services are sold have established central banks to regulate monetary systems and influence economic activities, generally by adjusting interest rates. In recent years, many governments have implemented measures designed to slow inflationary pressure in their countries (e.g. higher interest rates, reduced financial assets purchases).
In recent years, many governments have implemented measures designed to slow inflationary pressure in their countries (e.g. higher interest rates, reduced financial assets purchases).
There can be no guarantee that we will be able to quickly and completely adapt our business model to changes that could result from the foregoing, and any such changes may have an adverse effect on our business, results of operations and financial condition. Reduced demand for equipment would reduce our sales and profitability .
Further, the continuing war in Ukraine and heightened tensions in the Middle East, including the Red Sea have given rise to regional instability which has in the past, and may in the future continue, to impact our supply chain and operations. 20 There can be no guarantee that we will be able to quickly and completely adapt our business model to changes that could result from the foregoing, and any such changes may have an adverse effect on our business, results of operations and financial condition.
Higher rates of employee separations may adversely affect us through decreased employee morale, the loss of knowledge of departing employees, and the devotion of resources to recruiting and onboarding new employees. 22 COMPLIANCE RISKS We are subject to increasingly stringent and evolving laws that impose significant compliance costs.
These may be affected by the loss of employees, particularly when departures involve larger numbers of employees. Higher rates of employee separations may adversely affect us through decreased employee morale, the loss of knowledge of departing employees, and the devotion of resources to recruiting and onboarding new employees.
In 2024, unfavorable market conditions resulted in lower sales volumes, lower production, lower manufacturing capacity utilization, higher sales discounts, and a higher provision for credit losses. We expect certain of these conditions to persist in fiscal year 2025.
During previous downturns in the agricultural industry, we experienced significant and prolonged declines in our performance, and we expect our business to remain subject to similar market fluctuations in the future. In 2025, unfavorable market conditions resulted in lower sales volumes, lower production, lower manufacturing capacity utilization, higher sales discounts, and a higher provision for credit losses.
Failure to properly mitigate these risks could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations .
We may not be able to realize anticipated benefits from any acquisitions and, further, challenges associated with strategic alliances may have an adverse impact on our results of operations . We have engaged in the past, and may engage in the future, in investments and mergers and acquisitions or enter into, expand or exit from strategic alliances and joint ventures.
CNH Industrial N.V. should not be deemed resident in Italy under Italian domestic law except to the extent of CNH Industrial N.V.'s Italian branch, and should be deemed resident exclusively in the U.K. from the date of its incorporation for purposes of the Italy-U.K. tax treaty.
Further, tax authorities in jurisdictions outside the U.K. and the Netherlands could challenge the application of tax treaties, which could have a material adverse effect on our results of operations and financial condition. CNH Industrial N.V. should not be deemed resident in Italy under Italian domestic law except to the extent of CNH Industrial N.V.'s Italian branch.
We have implemented targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations.
If these initiatives are not successful, they could have an adverse effect on our operations, our reputation and potentially subject us to additional tariffs or other trade related regulations. We have implemented targeted restructuring actions to optimize our cost structure and improve the efficiency of our operations.
Should we be unable to adapt effectively to market conditions, this could have an adverse effect on our business, results of operations and financial condition. Changes in government monetary or fiscal policies may negatively impact our results .
Should we be unable to adapt effectively to market conditions, this could have an adverse effect on our business, results of operations and financial conditions. In addition, there has been an increased focus in the industry on integrating automation, machine learning, and other emerging technologies, such as artificial intelligence, into agricultural and construction equipment.

… 87 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+0 added−0 removed7 unchanged
Biggest changeWe use a range of defenses to help protect against cybersecurity threats and to work to secure our assets, reduce detection time and improve recoverability These include the ongoing monitoring of our systems, including with the assistance of third-party vendors, conducting exercises with employees and senior management, including our executive officers, to promote awareness and improve internal processes.
Biggest changeThese include the ongoing monitoring of our systems, including with the assistance of third-party vendors, conducting exercises with employees and senior management, including our executive officers, to promote awareness and improve internal processes. In addition, to promote security awareness throughout the Company, employees with an email address received training and access to security awareness materials in 2025.
Item 1C. Cybersecurity We assess, identify and manage risks from cybersecurity threats through our Information Technology Security and Compliance organization (“Cybersecurity Program”), which is part of our larger enterprise risk management framework.
Item 1C. Cybersecurity We assess, identify and manage risks from cybersecurity threats through our Information Technology Security and Compliance organization ("Cybersecurity Program"), which is part of our larger enterprise risk management framework.
The Cybersecurity Program is currently overseen by the Audit Committee of the Board of Directors (the "Audit Committee") and is managed by our Chief Information Officer (“CIO”) and a dedicated Chief Information Security Officer (“CISO”). The CISO's organization has oversight of cybersecurity strategy, policy, standards, architecture and processes for the security of our enterprise network, and, information assets.
The Cybersecurity Program is currently overseen by the Audit Committee of the Board of Directors (the "Audit Committee") and is managed by our Chief Information Officer ("CIO") and a dedicated Chief Information Security Officer ("CISO"). The CISO's organization has oversight of cybersecurity strategy, policy, standards, architecture and processes for the security of our enterprise network, and, information assets.
Our strategy includes risk assessments, risk and threat analysis, utilization of security tools, cybersecurity-related tabletop and phishing exercises designed to simulate cybersecurity incidents, and security awareness and technical security trainings.
Our 32 strategy includes risk assessments, risk and threat analysis, utilization of security tools, cybersecurity-related tabletop and phishing exercises designed to simulate cybersecurity incidents, and security awareness and technical security trainings. We use a range of defenses to help protect against cybersecurity threats and to work to secure our assets, reduce detection time and improve recoverability.
In addition, to promote security awareness throughout the Company, employees with an email address received training and access to security awareness materials in 2024. Further, we are implementing a program for the assessment and monitoring of security standards and control procedures for external suppliers and vendors.
Further, we are implementing a program for the assessment and monitoring of security standards and control procedures for external suppliers and vendors.

Item 2. Properties

Properties — owned and leased real estate

1 edited+4 added−6 removed0 unchanged
Biggest changeItem 2. Properties As of December 31, 2024, we owned or leased 40 manufacturing facilities. We also own or lease other significant properties including spare parts depots, research laboratories, test tracks, warehouses, and office buildings. We consider each of our facilities to be in good condition and adequate for its present use.
Biggest changeItem 2. Properties As of December 31, 2025, we owned or leased 40 manufacturing facilities. We also own or lease other significant properties including spare parts depots, research laboratories, test tracks, warehouses, and office buildings. We consider each of our facilities to be in good condition and adequate for its present use.
Removed
We believe that we have sufficient capacity to meet our current and anticipated manufacturing requirements.
Added
We believe that we have sufficient capacity to meet our current and anticipated manufacturing requirements. The following table provides information about our significant facilities as of December 31, 2025: Country Location Primary Functions Segment Argentina Cordoba Manufacturing Agriculture and Construction Australia Mannum Manufacturing Agriculture St. Marys Parts Depot Agriculture and Construction Austria St.
Removed
The following table provides information about our manufacturing and engineering facilities as of December 31, 2024: Location Primary Functions Approximate Covered Area (Sqm/ 000) United States Benson SP Sprayers, Floaters; R&D Center 41 Burlington Backhoe Loaders, Forklift trucks; R&D Center 91 Brookings R&D center 1 Casa Grande Area Testing 1 Davenport R&D Center 11 Fargo Tractors, Wheel Loaders; R&D Center 88 Grand Island Combines, Windrowers, Bale Wagons 128 Goodfield Tillage, Cultivators; R&D Center 39 28 Location Primary Functions Approximate Covered Area (Sqm/ 000) Livonia Battery Electric Vehicles; R&D Center 2 Lombard R&D Center 2 Mt.
Added
Valentin Manufacturing and R&D Center Agriculture Belgium Antwerp Manufacturing Agriculture Zedelgem Manufacturing and R&D Center Agriculture Brazil Belo Horizonte (Contagem) Manufacturing Construction Curitiba Manufacturing and R&D Center Agriculture Piracicaba Manufacturing and R&D Center Agriculture Sorocaba Manufacturing and R&D Center Agriculture Sorocaba Parts Depot Agriculture and Construction Canada Saskatoon Manufacturing Agriculture China Harbin Manufacturing Agriculture France Coex Manufacturing Agriculture Croix Manufacturing Agriculture Le Plessis Parts Depot Agriculture and Construction 33 Country Location Primary Functions Segment India Gurgaon R&D Center Agriculture Noida Manufacturing and R&D Center Agriculture Pithampur Manufacturing and R&D Center Construction Pune Manufacturing Agriculture Italy Jesi Manufacturing Agriculture Lecce Manufacturing and R&D Center Construction Modena Manufacturing Agriculture and Construction Modena Parts Depot Agriculture and Construction S.
Removed
Vernon Tracks; R&D Center 7 New Holland Hay & Forage; R&D Center 104 Oak Brook R&D Center 14 Racine R&D Center 9 Racine Tractors, transmissions 105 Rapid City R&D center 1 Scottsdale Two R&D Centers, Digital and Satellite Navigation Technology 2 Sioux Falls Precision Technology 16 Sioux Falls Training and R&D Center 23 St.
Added
Matteo R&D Center Agriculture San Piero in Bagno Manufacturing Construction Torino Office Agriculture and Construction Mexico Queretaro Manufacturing Agriculture and Construction Poland Kutno Manufacturing Agriculture Plock Manufacturing Agriculture United Kingdom Basildon Manufacturing and R&D Center Agriculture Basildon Office Agriculture and Construction United States Benson Manufacturing Agriculture Burlington Manufacturing Construction Cameron Parts Depot Agriculture and Construction Davenport R&D Center Agriculture Fargo Manufacturing and R&D Center Agriculture and Construction Goodfield Manufacturing Agriculture Grand Island Manufacturing Agriculture Hiawatha Manufacturing Agriculture Lebanon Parts Depot Agriculture and Construction New Holland Manufacturing and R&D Center Agriculture Oak Brook Office and R&D Center Agriculture and Construction Racine Office Agriculture and Construction Racine Manufacturing Agriculture Sioux Falls Manufacturing Agriculture Sioux Falls Office and R&D Center Agriculture St.
Removed
Nazianz Self-propelled Sprayers; R&D Center 24 Wautoma Aluminum sprayer booms 2 Wichita Skid Steer Loaders; R&D Center 46 Brazil Belo Horizonte (Contagem) Crawler Excavators, Crawler Dozers, Wheel Loaders, Graders, Backhoe Loaders; R&D Center 58 Curitiba Combines and Tractors; R&D Center 117 Piracicaba Sugar Cane Harvesters, Sprayers, Planters; R&D Center 25 Sorocaba Combines and others; R&D Center 188 Italy Cesena Mini and Midi Excavators 8 Jesi Tractors 77 Lecce TLBs, Wheel Loaders, Compact Wheel Loaders, Telehandlers; Graders; R&D Center 130 Modena Components 102 S.
Added
Nazianz Manufacturing Agriculture Wichita Manufacturing and R&D Center Construction Uzbekistan Tashkent Manufacturing Agriculture
Removed
Matteo R&D Center 51 San Piero in Bagno Mini and Midi Excavators; R&D Center 14 India Gurgaon ITC R&D Center 9 Noida Tractors; R&D Center 95 Pithampur TLBs, Chex, Vibratory Compactors, Skid Steer Loaders; R&D Center 48 Pune Sugar Cane Harvesters; Combines; Balers and Tractors; R&D Center 85 Belgium Antwerp Components 77 Zedelgem Combines, Forage Harvesters and Balers; R&D Center 154 Poland Kutno Cultivators, Planters, Headers, Grass Pick-ups; R&D Center 33 Plock Combines, Balers and Headers; R&D Center 129 Warsaw Product Development Precision Technology; R&D Center 1 China Harbin Combines, Tractors, Balers; R&D Center 121 Kunshan Components 8 France Coex Grape Harvesters; R&D Center 26 Croix Cabins 12 29 Location Primary Functions Approximate Covered Area (Sqm/ 000) United Kingdom Basildon (United Kingdom) Tractors; R&D Center 129 Chynoweth (United Kingdom) R&D liquid and compressed methane gas 1 Newquay (United Kingdom) R&D liquid and compressed methane gas 1 Suffolk (United Kingdom) Field Test site, Product Development; R&D Center 1 Others Cordoba (Argentina) Combines, Sprayers, Grain Headers, Tractors 35 Cowra (Australia) Tillage; R&D Center 6 Mannum (Australia) Seeding & Tillage; R&D Center 17 St.
Removed
Valentin (Austria) Tractors; R&D Center 54 Calgary (Canada) R&D Center 1 Regina (Canada) R&D Center 2 Saskatoon (Canada) Sprayers, Planters, Seeders; R&D Center 61 Würzburg (Germany) R&D Precision Technology 1 Metamorfosi (Greece) R&D Sense and Act technology 1 Queretaro (Mexico) Components 15 Hoorn (Netherlands) R&D Autonomy 1 Tashkent (Uzbekistan) Tractors 30

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−1 removed3 unchanged
Biggest changeAlthough the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, management believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a material effect on our Consolidated Financial Statements.
Biggest changeIt 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. 34 Although the ultimate outcome of legal matters pending against CNH and its subsidiaries cannot be predicted, management believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a material effect on our Consolidated Financial Statements.
We are party to various unresolved investigations, claims and actions that our incidental to our business. The most significant of these matters are described in “Note 15: Commitments and Contingencies” to our Consolidated Financial Statements for the year ended December 31, 2024, which is incorporated by reference herein.
We are party to various unresolved investigations, claims and actions that are incidental to our business. The most significant of these matters are described in "Note 15: Commitments and Contingencies" to our Consolidated Financial Statements for the year ended December 31, 2025, which is incorporated by reference herein.
Item 3. Legal Proceedings 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.
Item 3. Legal Proceedings As a global company with diverse business portfolio, 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.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−36 removed0 unchanged
Biggest changeThe Company’s purchases of its common shares under the buyback programs during the fourth quarter of 2024, were as follows: Period Total Number of Shares Purchased Average Price Paid per Share ($ ) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($) 10/1/2024 - 10/31/2024 692,299 11.01 692,299 354,699,515 11/1/2024 -11/30/2024 475,815 10.52 475,815 349,694,750 12/1/2024 - 12/31/2024 — — — 349,694,750 Total 1,168,114 1,168,114 349,694,750 Taxation Nothing within this section should be considered or relied upon as tax advice.
Biggest changeThe Company's purchases of its common shares under the buyback programs during the fourth quarter of 2025, were as follows: Period Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Average Price Paid per Share ($ ) Approximate USD Value of Shares that May Yet Be Purchased under the Plans or Programs ($) 10/1/2025 - 10/31/2025 1,597,066 10.54 277,825,268 11/1/2025 - 11/30/2025 1,787,280 9.95 260,047,675 12/1/2025 - 12/31/2025 1,106,381 9.42 249,624,162 Total 4,490,727
While the Company currently expects a cash dividend to be paid in the future, future dividend payments will depend on the Company's earnings, capital requirements, financial condition, and other factors considered relevant by the Company's Board of Directors. 31 Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Annual Report for information about our equity compensation plans, which is incorporated by reference herein.
While the Company currently expects a cash dividend to be paid in the future, any future dividend payments will depend on the Company's earnings, capital requirements, financial condition, and other factors considered relevant by the Company's Board of Directors. 36 Securities Authorized for Issuance under Equity Compensation Plans See Part III, Item 12 of this Annual Report for information about our equity compensation plans, which is incorporated by reference herein.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Listing Information As of May 20, 2024, CNH Industrial N.V . common stock is single listed on the New York Stock Exchange ("NYSE") under the symbol "CNH".
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Listing Information As of May 20, 2024, CNH Industrial N.V . common stock is listed solely on the New York Stock Exchange ("NYSE") under the symbol "CNH".
Issuer Purchases of Equity Securities In February 2024, the Company’s Board of Directors authorized a $500 million share buyback program, which became effective March 1, 2024, under which the Company may repurchase its common shares 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.
Issuer Purchases of Equity Securities On February 14, 2024, the Company's Board of Directors announced a $500 million share buyback program, which became effective March 1, 2024, under which the Company may repurchase its common shares 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.
Prior to May 20, 2024, CNH Industrial N.V . common stock was single listed on the NYSE under the symbol "CNHI" and prior to January 2, 2024, CNH Industrial N.V. common stock also had a secondary listing on Euronext Milan in Italy.
Prior to May 20, 2024, CNH Industrial N.V . common stock was listed solely on the NYSE under the symbol "CNHI" and prior to January 2, 2024, CNH Industrial N.V. common stock also had a secondary listing on Euronext Milan in Italy.
Stock Performance Graph The following graph compares the cumulative total shareholder return on our Common Stock with the total return on the S&P Midcap 400 Index and the S&P Midcap 400 Industrials Index for the five-year period ended December 31, 2024. It shows the growth of a $100 investment on December 31, 2019, including the reinvestment of all dividends.
Stock Performance Graph The following graph compares the cumulative total shareholder return on our common stock with the total return on the S&P Midcap 400 Index and the S&P Midcap 400 Industrials Index for the five-year period ended December 31, 2025. It shows the growth of a $100 investment on December 31, 2020, including the reinvestment of all dividends.
Number of Shareholders At January 31, 2025, there were 407 registered holders of our common stock, including 154 shareholders that hold special voting shares associated with their common shares. This number does not include stockholders who hold their stock through brokers, banks and other nominees.
Number of Shareholders At January 31, 2026, there were 392 registered holders of our common stock, including 143 shareholders that hold special voting shares associated with their common shares. This number does not include stockholders who hold their stock through brokers, banks and other nominees.
Base Period Years Ending Company/Index 2019 2020 2021 2022 2023 2024 CNH $100 $117 $178 $173 $135 $130 S&P Midcap 400 $100 $114 $142 $123 $144 $164 S&P Midcap 400 Industrials $100 $116 $150 $132 $174 $198 S&P 500 $100 $118 $152 $125 $158 $197 S&P 500 Industrials $100 $111 $135 $127 $150 $176 Dividends CNH's dividend policy allows for annual dividends of between 25-35% of its consolidated net income in any one year.
Base Period Years Ended December 31, Company/Index 2020 2021 2022 2023 2024 2025 CNH $100 $153 $148 $115 $112 $93 S&P Midcap 400 $100 $125 $108 $126 $144 $155 S&P Midcap 400 Industrials $100 $128 $114 $149 $170 $191 Dividends CNH's dividend policy allows for annual dividends of between 25-35% of its consolidated net income in any one year.
Removed
CNH was added to the S&P Midcap 400 in 2024. The S&P 500 and S&P 500 Industrials indexes were used in prior years and so are presented in the year of transition.
Removed
Rather, all prospective purchasers and holders of CNH stock, regardless of their country of residency, should consult their own tax advisors regarding the U.S. federal, state, local and foreign tax consequences of owning and disposing of CNH stock based upon their particular circumstances.
Removed
Taxation of Loyalty Voting Program The Company maintains a Loyalty Register which provides for special voting shares to reward long-term ownership of the Company’s common shares and to promote stability of its shareholder base, as further defined in Note 17 to the Financial Statements.
Removed
The tax consequences to Shareholders of owning special voting shares are uncertain because no statutory, judicial or administrative authority directly discusses how the receipt, ownership or disposition of special voting shares should be treated for tax purposes. U.S.
Removed
Passive Foreign Investment Company (PFIC) The U.S. federal income tax rules provide specific tax rules applicable to shareholders in companies that meet the definition of a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.
Removed
CNH believes that shares of its stock are not stock of a PFIC, but this conclusion is a factual determination made annually and thus may be subject to change. U.S. holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company. Material U.K.
Removed
Tax Consequences This section summarizes the material U.K. tax consequences of the ownership of CNH common shares for U.S. Shareholders. It is intended only as a general guide and does not purport to be a complete analysis of all potential U.K. tax consequences of holding CNH common shares.
Removed
This section is based on current U.K. tax law and what is understood to be the current practice of H.M. Revenue and Customs, as well as applicable tax treaties, as of the date of this form. This law and practice and these treaties are subject to change, possibly on a retroactive basis.
Removed
This section applies only to shareholders of CNH that are U.S. Shareholders, that are not resident or domiciled in the U.K., that hold their shares as an investment, and that are the absolute beneficial owner of both the shares and any dividends paid on the shares.
Removed
This section does not apply to members of any special class of shareholders subject to special rules, such as: • a pension fund; • a charity; • persons acquiring their shares in connection with an office or employment; • a dealer in securities; • an insurance company; or • a collective investment scheme. 32 In addition, this section may not apply to: • any shareholders that, either alone or together, with one or more associated persons, such as personal trusts and connected persons, control directly or indirectly at least 10% of the voting rights or of any class of share capital of CNH; or • any person holding shares as a borrower under a stock loan or an interim holder under a repurchase agreement.
Removed
Taxation of Dividends Withholding from dividend payments Under U.K. domestic law, dividend payments on CNH common shares may be made without withholding or deduction for or on account of U.K. income tax.
Removed
Non-U.K. - Resident Shareholders A shareholder of CNH common shares that is not resident in the U.K. for U.K. tax purposes will not be liable to account for income or corporation tax in the U.K. on dividends paid on the shares unless the shareholder carries on a trade (or profession or vocation) in the U.K. and the dividends are either a receipt of that trade (or profession or vocation) or, in the case of U.K. corporation tax, the shares are held by or for a U.K. permanent establishment through which the trade is carried on.
Removed
Taxation of Capital Gains Non-U.K. - Resident Shareholders As long as CNH does not maintain any share register in the U.K., the disposal of CNH common shares by a shareholder that is not resident in the U.K. for tax purposes (other than individuals temporarily non-resident in the U.K. for a period of less than five complete tax years) will not give rise to a chargeable gain or allowable loss.
Removed
Stamp Duty and Stamp Duty Reserve Tax (“SDRT”) As long as CNH does not maintain any share register in the U.K., (i) U.K. stamp duty will not normally be payable in connection with a transfer of common shares, provided that the instrument of transfer is executed and retained outside the U.K. and no other action is taken in the U.K. by the transferor or transferee, and (ii) no U.K.
Removed
SDRT will be payable in respect of any agreement to transfer CNH common shares. Tax Consequences of Participating in the Loyalty Voting Program A non-U.K.-resident shareholder that would not be subject to tax on dividends or capital gains in respect of CNH common shares will not be subject to U.K. tax in respect of the special voting shares.
Removed
As long as CNH does not maintain any share register in the U.K., no liability to U.K. stamp duty or SDRT will arise to shareholders on the issue or repurchase of special voting shares.
Removed
Netherlands Taxation This section summarizes solely the principal Dutch tax consequences of the acquisition, the ownership and the disposal of CNH common shares and / or special voting shares, by Non-Resident holders of such shares (as defined below).
Removed
It does not purport to describe every aspect of Dutch taxation that may be relevant to a particular holder of CNH common shares and, if applicable, CNH special voting shares.
Removed
Tax matters are complex, and the tax consequences to a particular holder of CNH common shares and, if applicable, CNH special voting shares, will depend in part on such holder’s circumstances.
Removed
Shareholders and any potential investor should consult their own tax advisors regarding the Dutch tax consequences of acquiring, owning and disposing of CNH common shares and, if applicable, CNH special voting shares in their particular circumstances.
Removed
Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law.
Removed
Where in this section the terms “the Netherlands” and “Dutch” are used, these refer solely to the European part of the Kingdom of the Netherlands This summary also assumes that the board shall control the conduct of the affairs of CNH and shall procure that CNH is organized in accordance with the facts, based upon which the competent authorities of the U.K. and the Netherlands have ruled that CNH should be treated as solely resident of the U.K. for the application of the tax treaty as concluded between the U.K. and the Netherlands.
Removed
A change in facts and circumstances based upon which the ruling was issued may invalidate the contents of this section, which will not be updated to reflect any such change. 33 This summary is based on the tax law of the Netherlands (unpublished case law not included) as it stands at the date of this form.
Removed
The law upon which this summary is based is subject to change, perhaps with retroactive effect. Any such change may invalidate the contents of this summary, which will not be updated to reflect such changes.
Removed
Scope of the Summary The summary of Dutch taxes set out in this section “Material Dutch tax consequences” only applies to a holder of shares who is a Non-Resident holder of shares.
Removed
For the purpose of this summary, a holder of shares is a Non-Resident holder of shares if such holder is neither a resident nor deemed to be resident in the Netherlands for purposes of Dutch income tax or corporation tax as the case may be.
Removed
This Dutch taxation discussion does not address the Dutch tax consequences for a holder of CNH common shares and, if applicable, special voting shares, who: 1.
Removed
Is a person who may be deemed an owner of CNH common shares and, if applicable, CNH special voting shares for Dutch tax purposes pursuant to specific statutory attribution rules in Dutch tax law; 2.
Removed
Owns CNH common shares and, if applicable, CNH special voting shares in connection with a membership of a management board or a supervisory board, an employment relationship, a deemed employment relationship or management role; or 3. Is for Dutch tax purposes taxable as a corporate entity and resident of Aruba, Curaçao, or Sint Maarten.
Removed
Dividend Withholding Tax CNH is generally required to withhold Dutch dividend withholding tax at a rate of 15 percent from dividends distributed by it. The competent authorities of the U.K. and the Netherlands have ruled that CNH is resident of the U.K. for the application of the tax treaty as concluded between the Netherlands and the U.K.
Removed
Consequently, payments made by CNH on the common shares and / or the special voting shares to Non-Resident shareholders may be made free from Dutch dividend withholding tax.
Removed
Taxes on income and capital gains from the ownership and disposition of CNH common shares and / or special voting shares Individuals If a Non-Resident holder of CNH common shares and, if applicable, CNH special voting shares is an individual, the holder will not be subject to Dutch income tax in respect of any benefits derived or deemed to be derived from or in connection with CNH common shares and, if applicable, CNH special voting shares, except if: (i) the holder derives profits from an enterprise, whether as an entrepreneur or pursuant to a co-entitlement to the net value of such enterprise, other than as a shareholder, and such enterprise is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and such holder’s CNH common shares and, if applicable, CNH special voting shares are attributable to such permanent establishment or permanent representative; or (ii) the holder benefits or is deemed to derive benefits from or in connection with CNH common shares and, if applicable, CNH special voting shares that are taxable as benefits from miscellaneous activities performed in the Netherlands; or (iii) the holder derives profits pursuant to the entitlement to a share in the profits of an enterprise, other than as a holder of securities, which is effectively managed in the Netherlands and to which enterprise CNH common shares and, if applicable, CNH special voting shares are attributable.
Removed
Corporate entities If a Non-Resident holder of CNH common shares and, if applicable, CNH special voting shares is a corporate entity, or an entity including an association, a partnership and a mutual fund, taxable as a corporate entity, it will not be subject to Dutch corporation tax in respect of any benefits derived or deemed to be derived from or in connection with CNH common shares and, if applicable, CNH special voting shares, except if: (i) it derives profits from an enterprise directly which is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and to which permanent establishment or permanent representative its CNH common shares and, if applicable, CNH special voting shares are attributable; or (ii) it derives profits pursuant to a co-entitlement to the net value of an enterprise which is managed in the Netherlands, other than as a holder of securities, and to which enterprise its CNH common shares and, if applicable, CNH special voting shares are attributable.
Removed
Gift and Inheritance Taxes No Dutch gift or inheritance taxes will arise with respect to an acquisition or deemed acquisition of CNH common shares and, if applicable, CNH special voting shares by way of a gift by, or upon the death of, a holder of CNH common shares, and, if applicable, special voting shares, who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch 34 inheritance tax except if, in the event of a gift whilst not being a resident nor being a deemed resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, a holder of CNH common shares and, if applicable, a holder of CNH special voting shares becomes a resident or a deemed resident in the Netherlands and dies within 180 days after the date of the gift.
Removed
For purposes of Dutch gift and inheritance taxes, a gift of CNH common shares and, if applicable, CNH special voting shares made under a condition precedent is deemed to be made at the time the condition precedent is satisfied.
Removed
Registration Taxes and Duties No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees, is payable in the Netherlands in respect of or in connection with the execution and/or enforcement (including by legal proceedings and including the enforcement of any foreign judgment in the courts of the Netherlands) of the documents relating to the issue of CNH common shares and / or special voting shares or the performance by CNH of its obligations under such documents, or the transfer of CNH common shares and / or special voting shares.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

18 edited+1 added−1 removed14 unchanged
Biggest changeIt is our policy to use derivative financial instruments to hedge a certain percentage, on average between 55% and 85%, of the forecasted trading transaction exchange risk exposure for the coming 12 months with additional flexibility to reach 0% or 100% (including forecasted risk exposure beyond that timeframe where it is believed to be appropriate) and to hedge completely the exposure resulting from firm commitments.
Biggest changeIt is our policy to use derivative financial instruments to hedge a percentage of our forecasted trading transactions exchange-rate exposure within a target range of 55% to 85% for the coming 12 months (or beyond that timeframe where deemed appropriate), with flexibility to adjust between 0% or 100% as circumstances warrant, and to fully hedge exposures resulting from firm commitments.
The assets and liabilities of consolidated companies whose functional currency is different from the U.S. dollar may acquire converted values in U.S. dollars which differ over time as a function of the fluctuation in exchange rates. We monitor our principal exposure to conversion exchange risk, although there was no specific hedging in place at December 31, 2024.
The assets and liabilities of consolidated companies whose functional currency is different from the U.S. dollar may acquire converted values in U.S. dollars which differ over time as a function of the fluctuation in exchange rates. We monitor our principal exposure to conversion exchange risk, although there was no specific hedging in place at December 31, 2025.
A hypothetical change of 10% in short-term interest rates at December 31, 2024, applied to floating rate financial assets and liabilities, operations for the sale of receivables and derivative financial instruments, would have caused increased net expenses before taxes, on an annual basis, of approximately $20 million (approximately $10 million at December 31, 2023).
A hypothetical change of 10% in short-term interest rates at December 31, 2025, applied to floating rate financial assets and liabilities, operations for the sale of receivables and derivative financial instruments, would have caused increased net expenses before taxes, on an annual basis, of approximately $12 million (approximately $20 million at December 31, 2024).
Financial assets are recognized in the statement of financial position net of write-downs for the risk that counterparties may be unable to fulfill their contractual obligations, determined on the basis of the available information as to the creditworthiness of the customer and historical data.
Financial assets are recognized in the statement of financial position net of write-downs for the risk that counterparties may be unable to fulfill their contractual obligations, determined using available information on customer creditworthiness and historical data.
The amount of the write-down takes into account an estimate of the recoverable cash flows and the date of receipt, the costs of recovery, and the fair value of any guarantees received. Impairment losses are recognized for receivables that are not written down on a specific basis, but rather determined based on historical experience and statistical information.
The amount of the write-down is based on an estimate of the recoverable cash flows and the date of receipt, the costs of recovery, and the fair value of any guarantees received. Impairment losses are recognized for receivables that are not written down on a specific basis, but rather determined based on historical experience and statistical information.
The potential loss in fair value of fixed rate financial instruments (including the effect of interest rate derivative financial instruments) held at December 31, 2024, resulting from a hypothetical, unfavorable and instantaneous change of 10% in market interest rates, would have been approximately $15 million (approximately $21 million at December 31, 2023).
The potential loss in fair value of fixed rate financial instruments (including the effect of interest rate derivative financial instruments) held at December 31, 2025, resulting from a hypothetical, unfavorable and instantaneous change of 10% in market interest rates, would have been approximately $41 million (approximately $15 million at December 31, 2024).
The principal exchange rates to which we are exposed are the following: • EUR/USD, in relation to the production/purchases of Agriculture and Construction in the Euro area • USD/BRL and EUR/BRL, in relation to production in Brazil and the respective import/export flows; • AUD/USD, mainly in relation to sales made by Agriculture and Construction in Australia; • EUR/GBP, predominately in relation to sales on the U.K. market.
The principal exchange rates to which we are exposed are the following: • EUR/USD, in relation to the production/purchases of Agriculture and Construction in the Euro area • USD/BRL and EUR/BRL, in relation to production in Brazil and the respective import/export flows; • AUD/USD, mainly in relation to sales made by Agriculture and Construction in Australia; • USD/INR, in relation to manufacturing operations in India; • EUR/GBP, predominantly in relation to sales on the U.K. market.
In the event of installment payments, even if only one installment is overdue, the whole amount of the receivable is classified as such. Trade receivables totaling $125 million at December 31, 2024 ($133 million at December 31, 2023) contain balances totaling $21 million ($24 million at December 31, 2023) that have been written down.
In the event of installment payments, even if only one installment is overdue, the whole amount of the receivable is classified as such. Trade receivables totaling $226 million at December 31, 2025 ($125 million at December 31, 2024) contain balances totaling $27 million ($21 million at December 31, 2024) that have been written down.
We estimate that in 2024, the total net trade flows exposed to currency risk amounted to the equivalent of 20% of our revenue (21% in 2023).
We estimate that in 2025, the total net trade flows exposed to currency risk amounted to the equivalent of 19% of our revenue (20% in 2024).
Trade flows exposed to changes in these exchange rates in 2024 made up approximately 73% of the exposure to currency risk from trade transactions.
Trade flows exposed to changes in these exchange rates in 2025 made up approximately 74% of the exposure to currency risk from trade transactions.
In particular, the sensitivity analysis on market risks does not reflect the complexity of the market or the reaction, which may result from any changes that are assumed to take place.
The quantitative data reported in the following sections does not have any predictive value. In particular, the sensitivity analysis on market risks does not reflect the complexity of the market or the reaction, which may result from any changes that are assumed to take place.
Receivables for financing activities amounted to $23,085 million at December 31, 2024 ($24,249 million at December 31, 2023) containing balances totaling $424 million ($363 million at December 31, 2023) that have been written down. In addition, balances 35 totaling $235 million ($184 million at December 31, 2023) were either past due or in nonaccrual status.
Receivables for financing activities amounted to $23,105 million at December 31, 2025 ($23,085 million at December 31, 2024) containing balances totaling $572 million ($424 million at December 31, 2024) that have been written down. In addition, balances totaling $430 million ($235 million at December 31, 2024) were either past due or in nonaccrual status.
These guarantees are further secured, where possible, by retention of title clauses or specific guarantees on financed equipment sales to the distribution network and on equipment under finance or leasing agreements. Balances which are objectively uncollectible either in part or for the whole amount are written down on a specific basis if they are individually significant.
These guarantees are further secured, where possible, by retention of title clauses or specific guarantees on financed equipment sales to the distribution network and on equipment under finance or leasing agreements. Balances that are determined to be uncollectible, in whole or in part, are written down on an individual basis when they are significant.
Sensitivity Analysis The potential loss in fair value of derivative financial instruments held for currency risk management (currency swaps/forwards, currency options, interest rate and currency swaps) at December 31, 2024, resulting from a hypothetical change of 10% in the relevant exchange rates amounted to approximately $113 million ($167 million at December 31, 2023).
There were no substantial changes in 2025 in the nature or structure of exposure to currency risk or in our hedging policies. 38 Sensitivity Analysis The potential loss in fair value of derivative financial instruments held for currency risk management (currency swaps/forwards, currency options, interest rate and currency swaps) at December 31, 2025, resulting from a hypothetical change of 10% in the relevant exchange rates amounted to approximately $135 million ($113 million at December 31, 2024).
The maximum credit risk to which we were theoretically exposed at December 31, 2024 is represented by the carrying amounts stated for financial assets in the statement of financial position and the nominal value of the guarantees provided on debt or commitments of third parties.
The maximum credit risk to which we were theoretically exposed at December 31, 2025 is represented by the carrying amounts stated for financial assets in the statement of financial position and the nominal value of the guarantees provided on debt or commitments of third parties. 37 Dealers and final customers are generally subject to specific assessments of their creditworthiness under a detailed scoring system.
Where the characteristics of the variability of the interest rate applied to loans granted differ from those of the variability of the cost of the financing/funding obtained, changes in the current level of interest rates can affect our net income/(loss). 36 In order to mitigate these risks, we use interest rate derivative financial instruments, mainly interest rate swaps and forward rate agreements.
Where the characteristics of the variability of the interest rate applied to loans granted differ from those of the variability of the cost of the financing/funding obtained, changes in the current level of interest rates can affect our net income/(loss).
Dealers and final customers are generally subject to specific assessments of their creditworthiness under a detailed scoring system. In addition to carrying out this evaluation process, we may also obtain financial and non-financial guarantees for risks arising from credit granted for the sale of equipment and related parts.
In addition to carrying out this evaluation process, we may also obtain financial and non-financial guarantees for risks arising from credit granted for the sale of equipment and related parts.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to the following financial risks connected with our operations: • credit risk related to our financing activities; • currency risk; and • interest rate risk. We attempt to actively manage these risks. The quantitative data reported in the following sections does not have any predictive value.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to the following financial risks connected with our operations: • credit risk related to our financing activities; • currency risk; and • interest rate risk. We seek to monitor and manage these risks through established policies, procedures, and risk‑mitigation practices.
Removed
There were no substantial changes in 2024 in the nature or structure of exposure to currency risk or in our hedging policies.
Added
In order to mitigate these risks, we use interest rate derivative financial instruments, mainly interest rate swaps and forward rate agreements.

Other CNH 10-K year-over-year comparisons