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2015

ANNUAL
REPORT
AT DECEMBER 31, 2015
CNH INDUSTRIAL MADE
GOOD HEADWAY IN RAISING
ITS GLOBAL PROFILE AS A
LEADERIN CAPITAL GOODS.
DESPITE TOUGH TRADING CONDITIONS,
ITS BUSINESSES WERE ABLE TO
STRENGTHEN AND SUPPORT
ONE ANOTHER, ENABLING
CNH INDUSTRIAL TO CLOSE THE
YEAR WITH POSITIVE RESULTS.

SERGIO MARCHIONNE
CHAIRMAN
2 CONTENTS

O1
REPORT ON
OPERATIONS 12

O2
CNH INDUSTRIAL
CONSOLIDATED FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015 98

CONTENTS O3
COMPANY FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015 182
BOARD OF DIRECTORS AND AUDITOR 4
LETTER FROM THE CHAIRMAN
AND THE CHIEF EXECUTIVE OFFICER 6
PRESENTATION OF FINANCIAL AND
CERTAIN OTHER INFORMATION 8
OUR COMMITMENT TO SUSTAINABLE
DEVELOPMENT 10 O4
APPENDIX 208

O5
INDEPENDENT
AUDITOR’S REPORT 216
3

REPORT ON OPERATIONS
Selected Financial Data  14 Risks, Risk Management
Risk Factors 15 and Control System 68
Business Overview  30 Corporate Governance 72
Research and Development  50 Remuneration Report 85
Human Resources  51 Major Shareholders  96
Operating and Financial Review Subsequent Events and Outlook 97
and Prospects  54

CNH INDUSTRIAL
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2015
Consolidated Income Statement 100 Consolidated Statement
Consolidated Statement of Cash Flows  104
of Comprehensive Income  101 Consolidated Statement
Consolidated Statement of Changes in Equity  105
of Financial Position 102 Notes to the Consolidated
Financial Statements  106

COMPANY FINANCIAL STATEMENTS AT DECEMBER 31, 2015

Company Income Statement 184


Company Statement of Financial Position 185
Notes to the Company
Financial Statements 186
Other Information 204

APPENDIX

CNH Industrial Group Companies


at December 31, 2015  210

INDEPENDENT AUDITOR’S REPORT

Independent Auditor’s Report 218


4 BOARD OF
DIRECTORS
AND AUDITOR

BOARD OF DIRECTORS
AND AUDITOR

BOARD INDEPENDENT
OF DIRECTORS AUDITOR
CHAIRMAN ERNST & YOUNG ACCOUNTANTS LLP
SERGIO MARCHIONNE

CHIEF EXECUTIVE OFFICER


RICHARD J. TOBIN

DIRECTORS
JACQUELINE A. TAMMENOMS BAKKER (2)

JOHN ELKANN (2) (3)

MINA GEROWIN (2)

MARIA PATRIZIA GRIECO (3)

LÉO W. HOULE (3)

PETER KALANTZIS (1) (3)

JOHN LANAWAY (1)

GUIDO TABELLINI

JACQUES THEURILLAT (1)

(1) Member of the Audit Committee


(2) Member of the Governance and Sustainability Committee
(3) Member of the Compensation Committee
5

Disclaimer
All statements other than statements of historical fact contained in this filing, including statements regarding our competitive strengths;
business strategy; future financial position or operating results; budgets; projections with respect to revenue, income, earnings (or loss)
per share, capital expenditures, dividends, capital structure or other financial items; costs; and plans and objectives of management
regarding operations and products, are forward-looking statements. These statements may include terminology such as “may”, “will”,
“expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “outlook”, “continue”, “remain”, “on track”, “design”, “target”,
“objective”, “goal”, “forecast”, “projection”, “prospects”, “plan”, or similar terminology. Forward-looking statements are not guarantees
of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties
and other factors, many of which are outside our control and are difficult to predict. If any of these risks and uncertainties materialize
or other assumptions underlying any of the forward-looking statements prove to be incorrect, the actual results or developments may
differ materially from any future results or developments expressed or implied by the forward-looking statements.
Factors, risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking
statements include, among others: the many interrelated factors that affect consumer confidence and worldwide demand for capital
goods and capital goods-related products; general economic conditions in each of our markets; changes in government policies regarding
banking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issues such as agriculture, the environment,
debt relief and subsidy program policies, trade and commerce and infrastructure development; government policies on international
trade and investment, including sanctions, import quotas, capital controls and tariffs; actions of competitors in the various industries in
which we compete; development and use of new technologies and technological difficulties; the interpretation of, or adoption of new,
compliance requirements with respect to engine emissions, safety or other aspects of our products; production difficulties, including
capacity and supply constraints and excess inventory levels; labor relations; interest rates and currency exchange rates; inflation and
deflation; energy prices; prices for agricultural commodities; housing starts and other construction activity; our ability to obtain financing
or to refinance existing debt; a decline in the price of used vehicles; the resolution of pending litigation and investigations on a wide
range of topics, including dealer and supplier litigation, intellectual property rights disputes, product warranty and defective product
claims, and emissions and/or fuel economy regulatory and contractual issues; the evolution of our contractual relations with Kobelco
Construction Machinery Co., Ltd. and Sumitomo (S.H.I.) Construction Machinery Co., Ltd.; our pension plans and other post-employment
obligations; political and civil unrest; volatility and deterioration of capital and financial markets, including further deterioration of the
Eurozone sovereign debt crisis, other similar risks and uncertainties and our success in managing the risks involved in the foregoing.
Forward-looking statements speak only as of the date on which such statements are made.
Furthermore, in light of ongoing difficult macroeconomic conditions, both globally and in the industries in which we operate, it is
particularly difficult to forecast our results and any estimates or forecasts of particular periods that we provide are uncertain. Accordingly,
investors should not place undue reliance on such forward-looking statements. We can give no assurance that the expectations reflected
in our forward-looking statements will prove to be correct. Our outlook is based upon assumptions, which are sometimes based upon
estimates and data received from third parties. Such estimates and data are often revised. Our actual results could differ materially
from those anticipated in such forward-looking statements. We undertake no obligation to update or revise publicly our outlook or
forward-looking statements.
Additional factors which could cause actual results and developments to differ from those expressed or implied by the forward-looking
statements are included in the section “Risk Factors” of this Annual Report.
Further information concerning CNH Industrial and its businesses, including factors that potentially could materially affect CNH
Industrial’s financial results, is included in CNH Industrial’s reports and filings with the U.S. Securities and Exchange Commission
(“SEC”), the Autoriteit Financiële Markten (“AFM”) and Commissione Nazionale per le Società e la Borsa (“CONSOB”).
All future written and oral forward-looking statements by CNH Industrial or persons acting on the behalf of CNH Industrial are expressly
qualified in their entirety by the cautionary statements contained herein or referred to above.
6 LETTER FROM
THE CHAIRMAN
AND THE CHIEF
EXECUTIVE OFFICER

LETTER FROM THE CHAIRMAN


AND THE CHIEF EXECUTIVE
OFFICER
Dear Shareholders,
The twelve months of 2015 presented our segments with difficult headwinds in many of the regions where CNH
Industrial operates. Notwithstanding these sometimes tough trading conditions, the soundness of the Company’s
sector portfolio was clear. Our businesses were able to strengthen and support one another, with improved
operating performances in the commercial vehicles segment significantly offsetting the industry downturn in our
key agricultural equipment business with market share gains and increases in profitability, enabling CNH Industrial
to close the year with positive results.
Our Company made good headway in raising its global profile as a leader in Capital Goods. We took a number of
important opportunities to introduce ourselves to audiences outside of our sector. We also worked diligently to
build upon our existing relationships with the financial, institutional and media communities.
It was a challenging year for our sectors in general, but the numbers demonstrate that despite this, we were able to
make significant gains in certain business segments to weather through a difficult global scenario in the agricultural
equipment segment affecting both top line and margin. We saw an increase in the net sales of Commercial
Vehicles, net of the negative impact of currency translation, due to improved demand, market share gains and
economic recovery in EMEA.
Our on-going Efficiency Program made great strides in 2015 with the reorganization of product manufacturing in
Commercial Vehicles and Construction Equipment.
CNH Industrial closed 2015 with:
Net revenues of $26.4 billion;
A trading profit of $1.5 billion and a trading margin of 5.8%;
Net profit of $234 million.
On the basis of those results, the Board of Directors recommended a dividend payment of €0.13 per common
share to shareholders, corresponding to a total dividend of approximately €177 million (equivalent to approximately
$195 million).
Additionally, we launched a share buyback program, which we anticipate will involve the periodic repurchase of
up to $300 million in common shares. The Program is intended to optimize the capital structure of the Company.
One of our greatest global achievements of 2015 was the Dow Jones Sustainability World and Europe indexes
confirming us as the Industry Leader in our sector for the fifth year running. Furthermore, they also named CNH
Industrial as leader in the Capital Goods Industry Group, which includes 246 companies in seven industries. We
received the highest score in the principal areas of analysis in the environmental dimension (climate strategy,
operational eco-efficiency and water related risks) as well as in the social dimension (corporate citizenship and
philanthropy, labor practice and human rights) and compliance.
Further international recognitions at corporate level in 2015 included:
– CNH Industrial’s inclusion in the CDP Climate ‘A’ List for the transparent communication of its actions to fight
climate change, which include the optimization of energy consumption and the reduction of CO2 emissions;
– Valor Econômico, one of Brazil’s leading financial newspapers, named CNH Industrial as one of the country’s 100
most innovative companies;
7

– The U.S.-based Association of Equipment Manufacturers (AEM) awarded CNH Industrial with a ‘Pillar of the
Industry Award’ for the fourth consecutive year.
Our brands recorded a number of accomplishments this past year, many of which put their products at the top of
their categories. Some of the more notable recognitions included:
– The Iveco Eurocargo named “International Truck of the Year 2016”;
– The Iveco Bus Magelys named “International Coach of the Year 2016”;
– The Case IH Optum CVX tractor named as a “Machine of the Year”;
– The Steyr Terrus CVT tractor named as a “Machine of the Year”;
– The New Holland Agriculture T7.315 tractor named as a “Machine of the Year”;
– Four Case Construction Equipment products named to Construction Equipment’s 2015 Top 100 New Products
list — the CASE D Series Excavators, 580N EP Backhoe, Tier 4 Final Skid Steers and CTLs, and 3-in-1 Welder/
Generator/Air Compressor.
Our Global Partnership with the universal event Expo Milano 2015 provided a significant platform for our Company.
Representatives from our Group Executive Council, management, and brands met with stakeholders from around
the world to highlight how CNH Industrial is contributing to feeding the planet’s growing population, which is
expected to grow to nine billion by 2050. Through this, we further raised awareness on our areas of excellence,
most specifically our work in the field of alternative fuel technologies, Compressed Natural Gas and Biomethane.
We also pledged our commitment to important agreements during Expo. We not only signed, but took an
active role in drafting the Charter of Milan, Expo’s legacy, which focuses on the world’s major food issues and the
sustainable use of the planet’s resources. We also signed a Joint Declaration with the United Nations Industrial
Development Organization (UNIDO) to foster industrial cooperation in developing countries.
As discussed during our Fourth Quarter and Full Year 2015 Results presentation, we expect 2016 to be another
challenging year for the agricultural equipment industry, with a decline in NAFTA and flat markets in EMEA. The
commercial vehicles industry is expected to increase in EMEA; and trading conditions in LATAM are expected to
remain challenging.

The support of CNH Industrial shareholders is integral to our forward-moving efforts. And for this we are sincerely
grateful. We hope that you will join us throughout the year as we progress from strength to strength, solidifying our
authority as a global leader.

Sergio Marchionne Richard J. Tobin

CHAIRMAN CHIEF EXECUTIVE OFFICER


8 PRESENTATION
OF FINANCIAL
AND CERTAIN
OTHER
INFORMATION

PRESENTATION OF
FINANCIAL AND CERTAIN
OTHER INFORMATION
CNH Industrial N.V. (the “Company” and collectively with its subsidiaries, “CNH Industrial” or the “CNH
Industrial Group” or the “Group”) is the company formed by the business combination transaction, completed
on September 29, 2013, between Fiat Industrial S.p.A. (“Fiat Industrial”) and its majority owned subsidiary, CNH
Global N.V. (“CNH Global”). CNH Industrial N.V. is incorporated in, and under the laws of, the Netherlands. CNH
Industrial N.V. has its corporate seat in Amsterdam, the Netherlands, and its principal office in London, England,
United Kingdom. Unless otherwise indicated or the context otherwise requires, as used in this Annual Report, the
terms “we”, “us” and “our” refer to CNH Industrial N.V. together with its consolidated subsidiaries.
The deeds of merger for the mergers of Fiat Industrial and CNH Global with and into CNH Industrial N.V. (the
“Merger”) were executed, respectively, on September 27 and 28, 2013. The effective date of the Merger was
September 29, 2013. A primary objective of the Merger was to simplify the capital structure of Fiat Industrial
(CNH Industrial subsequent to the Merger) by creating a single class of liquid stock listed on the New York Stock
Exchange (“NYSE”) and on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A.
(“MTA”). The principal steps in the Merger were:
the cross-border merger of Fiat Netherlands Holding N.V. (“FNH”) with and into Fiat Industrial (the “FNH
Merger”), which occurred on August 1, 2013;
the cross-border reverse merger of Fiat Industrial with and into FI CBM Holdings N.V. (now known as CNH
Industrial) (the “FI Merger”); and
the Dutch merger of CNH Global with and into FI CBM Holdings N.V. (the “CNH Merger”).
All the companies (i.e., Fiat Industrial, FI CBM Holdings N.V., FNH and CNH Global) involved in the Merger
were part of Fiat Industrial; in particular: (i) FNH was a wholly-owned direct subsidiary of Fiat Industrial; (ii) FI
CBM Holdings N.V. was a wholly-owned direct subsidiary of Fiat Industrial; and (iii) CNH Global was an indirect
subsidiary of Fiat Industrial (controlled through FNH which owned approximately 87% of CNH Global’s capital
stock).
In connection with the FI Merger, Fiat Industrial shareholders received one newly issued common share in CNH
Industrial (having a nominal value of €0.01 each) for each ordinary share held in Fiat Industrial (having a nominal
value of €1.57 each). In connection with the CNH Merger, CNH Global shareholders received 3.828 newly issued
CNH Industrial common shares (having a nominal value of €0.01 each) for each common share held in CNH
Global (having a nominal value of €2.25 each).
In connection with the closing of the Merger, CNH Industrial N.V. issued 1,348,867,772 common shares to Fiat
Industrial and CNH Global shareholders on the basis of the established exchange ratios described above. CNH
Industrial N.V. also issued special voting shares (non-tradable) to eligible Fiat Industrial and CNH Global shareholders
who maintained their ownership of the shares through the closing of the Merger and elected to receive special
voting shares. On the basis of the requests received, CNH Industrial N.V. issued a total of 474,474,276 special
voting shares in connection with the closing of the Merger. On September 30, 2013, CNH Industrial N.V. common
shares began trading on the NYSE and the MTA.
On January 1, 2011, Fiat S.p.A. (“Fiat”) (which effective October 12, 2014, was merged into Fiat Chrysler
Automobiles N.V. or “FCA”) effected a “demerger” under Article 2506 of the Italian Civil Code (the “Demerger”).
Pursuant to the Demerger, Fiat transferred its ownership interest in FNH to a new holding company, Fiat Industrial,
including Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its
industrial and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary
of Fiat Industrial. In connection with the Demerger, shareholders of Fiat received shares of capital stock of Fiat
9

Industrial. Accordingly, as of January 1, 2011, Fiat Industrial owned approximately 89% of CNH Global’s outstanding
common shares through FNH. Fiat Industrial was a corporation organized under the laws of the Republic of Italy
whose stock was traded on the Milan stock exchange.
The Merger had no impact on the consolidated activities of the former Fiat Industrial and therefore the results
presented in this Annual Report are consistent and comparable with those previously published by the Fiat
Industrial Group. However, starting from the closing date of the Merger, net profit and net equity that previously
would have been attributed to the ex-CNH Global N.V. minority shareholders are included in the profit and net
equity attributable to owners of the parent.
Until December 31, 2013, CNH Industrial presented its Consolidated Financial Statements, prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”) and adopted by the European Union (“EU-IFRS”), in euros and included three reportable segments:
Agricultural and Construction Equipment inclusive of its financial services activities, Trucks and Commercial
Vehicles inclusive of its financial services activities, and Powertrain.
Beginning with the filing with the U.S. Securities and Exchange Commission (“SEC”) of its Annual Report on Form
20-F for the fiscal year ended December 31, 2013, prepared in accordance with accounting standards generally
accepted in the United States (“U.S. GAAP”), CNH Industrial reports quarterly and annual financial results both
under U.S. GAAP for SEC reporting purposes and under EU-IFRS for European listing purposes and for Dutch law
requirements. Financial statements under both sets of accounting principles use the U.S. dollar as the presentation
currency. Prior period results, prepared in euro, were consistently recast. In addition, CNH Industrial expanded its
reportable segments from three to five: Agricultural Equipment, Construction Equipment, Commercial Vehicles,
Powertrain and Financial Services. Prior period results were consistently recast. The activities carried out by
Agricultural Equipment, Construction Equipment, Commercial Vehicles and Powertrain, as well as Corporate
functions, are collectively referred to as “Industrial Activities”.
We have prepared our annual consolidated financial statements presented in this Annual Report in accordance
with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. These consolidated financial statements are
prepared with the U.S. dollar as the presentation currency and, unless otherwise indicated, all financial data set
forth in this Annual Report are expressed in U.S. dollars.
Certain financial information in this report has been presented by geographic area. Our geographic regions are: (1)
NAFTA; (2) EMEA; (3) LATAM and (4) APAC. The geographic designations have the following meanings:
NAFTA: United States, Canada and Mexico;
EMEA: member countries of the European Union, member countries of the European Free Trade Association
(“EFTA”), Ukraine, Balkans, African continent and the Middle East (excluding Turkey);
LATAM: Central and South America, and the Caribbean Islands; and
APAC: Continental Asia (including Turkey and Russia), Oceania and member countries of the Commonwealth of
Independent States (excluding Ukraine).
Certain industry and market share information in this Annual Report has been presented on a worldwide basis
which includes all countries. In this Annual Report, management estimates of market share information are
generally based on retail unit sales data in North America, on registrations of equipment in most of Europe,
Brazil, and various APAC 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 (“ANFAVEA”) in Brazil, the Japan Construction Equipment Manufacturers
Association, and the Korea Construction Equipment Manufacturers Association, as well as on other shipment
data collected by independent service bureaus. Not all agricultural or construction equipment is registered, and
registration data may thus underestimate, perhaps substantially, actual retail industry unit sales demand, particularly
for local manufacturers in China, Southeast Asia, Eastern Europe, Russia, Turkey, Brazil, and any country where
local shipments are not reported. For Commercial Vehicles, regions are defined for both market share and total
industry volume (“TIV”) as: Europe (the 27 countries where Commercial Vehicles competes), LATAM (Brazil,
Argentina and Venezuela) and APAC (Russia, Turkey, South East Asia, Australia and New Zealand). In addition,
there may be a period of time between the shipment, delivery, sale and/or registration of a unit, which must
be estimated, in making any adjustments to the shipment, delivery, sale, or registration data to determine our
estimates of retail unit data in any period.
10 OUR
COMMITMENT
TO SUSTAINABLE
DEVELOPMENT

OUR COMMITMENT TO
SUSTAINABLE DEVELOPMENT
CNH Industrial believes that growth only has value if it is also sustainable and, therefore, considers the
management of the environmental and social impacts of its activities to be fundamental. The full integration
of environmental and social considerations with economic objectives enables the Group to identify potential
risks and seize additional development opportunities, resulting in a process of continuous improvement.
Sustainability is a core element of CNH Industrial’s Corporate Governance, with top management playing
a direct and active role. Within the Board of Directors, the Governance and Sustainability Committee is
responsible for strategic oversight of sustainability-related issues and for reviewing the annual Sustainability
Report, which discloses the Group’s environmental and social performance, expanding on and completing
the information provided in the Annual Report. The 2015 Sustainability Report will be made available on the
Company’s website starting from April 15, 2016, the day of the annual general meeting of shareholders. The
sustainability strategic approach is defined by the Group Executive Council (“GEC”). The GEC is an operational
decision-making body of CNH Industrial which is responsible for reviewing the operating performance of the businesses and making
decisions on certain operational matters. It also evaluates the congruity of the commitments of sustainability with business objectives, and is
regularly updated on the Group’s sustainability performance. The Sustainability Unit, which is part of CNH Industrial’s Finance department,
has the responsibility for promoting a culture of sustainability throughout the Group. It facilitates the process of continuous improvement,
promotes the integration of sustainability in day-by-day activities, and contributes to managing risks and strengthening the relationship with
and perceptions of stakeholders, in addition to managing sustainability reporting and communication.
The principles that are the foundation for the Group’s operations are set forth in CNH Industrial’s Code of Conduct, one of the pillars of the
Group Corporate Governance System, which regulates the decision-making processes and the approach used by the Group and its employees
to interact with stakeholders (see also Corporate Governance Section and the Sustainability Report). CNH Industrial’s commitment to
sustainability, its governance model and the environmental and social impacts of its activities are included in the Sustainability Report. More
than 200 KPIs (which are central to the sustainability management system) are used to measure and analyze performance, to set increasingly
challenging goals, and to manage aspects more effectively. The Sustainability Report, prepared on a voluntary basis and by applying the Global
Reporting Initiative’s guidelines (GRI-G4), integrates the economic aspects described herein with a comprehensive view of the environmental
and social performance of CNH Industrial’s operations. It includes the Materiality Matrix where the economic, environmental and social
measures consistent with the business strategy are identified and prioritized, the Sustainability Plan, which reports on the progress of existing
projects and sets new targets to drive continuous improvement in the Group’s sustainability performance.
As further evidence of its commitment to promote sustainable development and to fight climate change, in 2015, CNH Industrial decided to
endorse two of the commitments promoted by the CDP(1) through its Commit to Action campaign during the UN Climate Change Conference
(COP21) held in Paris in December 2015. CNH Industrial commits (i) to produce and use climate change information in mainstream corporate
reports out of a sense of fiduciary and social responsibility, and (ii) to engage in national and international debates, to contribute to progress
on reducing greenhouse gas emissions. In response to the first commitment, some information required by the Climate Change Reporting
Framework of the Climate Disclosure Standards Board (CDSB) is included in this document.
For a detailed account of the environmental and social initiatives carried out in 2015, readers should refer to the Sustainability Report.

Materiality analysis
Through the materiality analysis, CNH Industrial aims to identify and prioritize economic, environmental, and social measures consistent with
its business strategy. CNH Industrial has undertaken a multi-year approach, to enable a more detailed analysis: in 2013, the analysis focused on
defining and prioritizing material aspects with top management; in 2014, it was broadened to include the perceptions of particular stakeholder
categories - dealers, suppliers, local communities and NGOs, journalists and opinion leaders, public institutions, environmental experts, and
investors. In 2015, customers, employees, Trade Unions and employees’ representatives were also engaged. The choice of whom to engage
was made by the internal representatives that interact with stakeholders on a daily basis. Engagement occurred in different ways: through
direct interviews (face-to-face or via conference call) or an online questionnaire, preceded by a detailed explanation of the activity.

(1)
CDP is the international not-for-profit organization that provides the only global system for companies and cities to measure, disclose, manage, and share essential environmental information.
11

The 25 material aspects identified in 2013 formed the starting point for the analysis in the following years. Stakeholders were asked to evaluate
the importance of the 25 aspects, from their point of view, for a company such as CNH Industrial, with specific reference to their needs and
expectations in relation to the Group. The analysis involved a total of 788 stakeholders worldwide. The engagement process also provided
an opportunity to identify any additional issues for consideration in a future review of the materiality analysis, along with other suggestions on
improving the management of stakeholder relations.
The stakeholder engagement results were reported in the materiality matrix and were presented to the members of the GEC and reviewed
by the CEO. The matrix confirms the greater relevance of business-related aspects. All 25 aspects are considered material, but, from a social
point of view, the aspects considered most material, in terms of priority, concern the capacity for customer engagement, product quality,
and occupational health and safety management. Lastly, the most important environmental material aspects concern the management of
atmospheric emissions (especially greenhouse gases), product innovation on environmental protection and waste management. The materiality
matrix is updated annually to take account of how the perceptions of different stakeholders are evolving and of the inclusion of any new
aspects that become important for CNH Industrial. Moreover, in 2015, CNH Industrial started a scenario analysis on megatrends (including
the UN Sustainable Development Goals, adopted by the member states during the UN summit in September 2015) in order to better focus
its commitments and investments. The megatrends selected will be also used as a lens to update the 2016 materiality analysis.
Environmental and social issues included in the Annual Report were selected on the basis of the materiality analysis and focus on key phases in
the product life cycle. For further information on the materiality analysis, see the 2015 Sustainability Report.

Inclusion in the social responsible indexes


In 2015, CNH Industrial’s values and commitment were recognized internationally, as evidenced by the appraisals of major sustainability rating
agencies and international organizations. CNH Industrial’s achievements were also recognized through its inclusion in leading sustainability indexes,
such as the Dow Jones Sustainability Indices (DJSI) - DJSI World and DJSI Europe - as Industry Leader, the ECPI Global Agriculture Equity, ECPI
Global Developed ESG Best in Class Equity, Euronext Vigeo Europe 120, Euronext Vigeo Eurozone 120, FTSE ECPI Italia SRI Benchmark, FTSE
ECPI Italia SRI Leaders, FTSE4Good, MSCI Global Sustainability Indexes, STOXX Europe Sustainability Index, EURO STOXX Sustainability Index,
STOXX Global ESG Environmental Leaders Index, STOXX Global ESG Leaders Index, and STOXX Global ESG Social Leaders Index.
In 2015, for the first time, CNH Industrial was named Capital Goods Industry Group Leader by the Dow Jones Sustainability Index in a sector
that includes 246 companies in seven industries.
Furthermore, CNH Industrial received a top score in the CDP assessment for its actions to fight climate change and has been included in the
Climate “A” List for its performance, and earned a score of 100/100 for its transparent communication. It also obtained the RobecoSAM Gold
Class 2016 award, the RobecoSAM Industry Leader 2016 award, and Oekom PRIME status.
O1
REPORT
ON OPERATIONS
14 Selected Financial Data
15 Risk Factors
30 Business Overview
50 Research and Development
51 Human Resources
54 Operating and Financial Review and Prospects
68 Risks, Risk Management and Control System
72 Corporate Governance
85 Remuneration Report
96 Major Shareholders
97 Subsequent Events and Outlook
14 REPORT ON SELECTED
OPERATIONS FINANCIAL DATA

SELECTED FINANCIAL DATA


($ million) 2015 2014 2013(*) 2012(*)(**) 2011(*)(**)
Net revenues 26,378 32,957 34,231 33,128 33,809
Trading profit 1,543 2,399 2,637 2,650 2,353
Operating profit/(loss) 1,416 2,167 2,481 2,377 2,283
Profit/(loss) before taxes 659 1,482 2,002 1,882 1,627
Profit/(loss) 234 916 1,218 1,162 977
Attributable to:
Owners of the parent 236 917 1,048 1,023 871
Non-controlling interests (2) (1) 170 139 106
Basic earnings/(loss) per common share ($) (1) 0.17 0.68 0.83 0.84 0.68
Diluted earnings/(loss) per common share ($) (1) 0.17 0.68 0.83 0.84 0.68
Investments in tangible and intangible assets 1,116 1,698 1,985 1,733 1,382
of which: capitalized R&D costs 460 676 759 685 556
R&D expenditure (2) 877 1,122 1,240 1,149 1,033
Total Assets 49,117 54,441 56,462 51,273 49,908
Net (debt)/cash (19,951) (23,590) (23,290) (21,102) (18,825)
of which: net industrial (debt)/cash (1,570) (2,874) (2,195) (2,166) (1,603)
Total equity 7,217 7,577 7,662 7,093 6,795
Equity attributable to owners of the parent 7,170 7,534 7,591 6,107 5,711

(*) Amounts recast in order to reflect the change in presentation currency from euro to U.S. dollar.
(**) Figures have been recast following the adoption of IAS 19 Revised. There was no significant impact for any individual line item.
(1) As a consequence of the effective date of the Merger, full-year 2013 basic EPS has been calculated on approximately 1,255 million of weighted average number of common shares
outstanding. For 2012 and 2011, earnings per share calculation is based on the average number of Fiat Industrial ordinary shares outstanding after taking into account the effect of the
conversion of preference and savings shares that occurred on May 21, 2012. See Note 13 to the Consolidated Financial Statements for additional information on the calculation of basic
and diluted earnings per share.
(2) Includes capitalized development costs and R&D charged directly to the income statement.
RISK FACTORS REPORT ON 15
OPERATIONS

RISK FACTORS
The following risks should be considered in conjunction with the other risks described in the Disclaimer, Risks, Risk
Management and Control System section and Notes to the Consolidated Financial Statements. These risks may
affect our trading results and, individually or in the aggregate, could cause our actual results to differ materially from
past and projected future results. Some of these risks and uncertainties could affect particular lines of business,
while others could affect all of our businesses. Although risks are discussed separately, many are interrelated. The
following discussion of risks may contain forward-looking statements which are intended to be covered by the
Disclaimer. Except as may be required by law, we undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events, or otherwise. It is impossible to predict or
identify all risk factors and, as a result, you should not consider the following factors to be a complete discussion of
risks and uncertainties that may affect us.

RISKS RELATED TO THE BUSINESS, STRATEGY AND OPERATIONS


Global economic conditions impact our businesses
Our earnings and financial position are and will continue to be influenced by various macroeconomic factors
– including increases or decreases in gross domestic product, the level of consumer and business confidence,
changes in interest rates on consumer and business credit, energy prices, and the cost of commodities or other raw
materials – which exist in the countries in which we operate. Such macroeconomic factors vary from time to time
and their effect on our earnings and financial position cannot be specifically and singularly assessed and/or isolated.
Financial conditions in several countries and/or regions continue to place significant economic pressures on existing
and potential customers, including our dealer networks. As a result, some dealers and customers may delay or
cancel plans to purchase our products and services and may not be able to fulfill their obligations to us in a timely
fashion. Further, our suppliers may be impacted by economic pressures, which may adversely affect their ability to
fulfill their obligations to us. These factors could result in product delays, increased accounts receivable, defaults
and inventory challenges. For example, in the European Union, despite measures taken by several governments
and monetary authorities to provide financial assistance to certain Eurozone countries and to avoid default on
sovereign debt obligations, concerns persist regarding the debt burden of several countries. These concerns, along
with the significant fiscal adjustments carried out in several countries, intended to manage actual or perceived
sovereign credit risk, have led to further pressure on economic growth and may lead to new periods of recession.
Similarly, in Brazil and Venezuela, macroeconomic conditions remain challenging. Moreover, some governments
may implement measures designed to slow the economic growth rate in those countries (e.g., higher interest rates,
reduced bank lending and other anti-inflation measures). If there is significant deterioration in the global economy
or the economies of key countries or regions, the demand for our products and services would likely decrease and
our results of operations, financial position and cash flows could be materially and adversely affected.
In addition, the continuation of adverse market conditions in certain businesses in which we participate could
cause many companies, including us, to carefully evaluate whether certain of our intangible assets have become
impaired. The factors that we would evaluate to determine whether an impairment charge is necessary require
management judgment and estimates. The estimates are impacted by a number of factors, including, but not
limited to, worldwide economic factors and technological changes. Any of these factors, or other unexpected
factors, may require us to consider whether we need to record an impairment charge. In the event we are required
to record an impairment charge with respect to certain of our intangible assets, it would have an adverse impact
on our financial position and results of operations.

We are exposed to political, economic and other risks beyond our control as a result
of operating a global business
We manufacture and sell products and offer services in several continents and numerous countries around the
world including those experiencing varying degrees of political and economic instability. Given the global nature
of our activities, we are exposed to risks associated with international business activities that may increase our
16 REPORT ON RISK FACTORS
OPERATIONS

costs, impact our ability to manufacture and sell our products and require significant management attention.
These risks include:
changes in laws, regulations and policies that affect, among other things:
import and export duties and quotas;
currency restrictions;
the design, manufacture and sale of our products, including, for example, engine emissions regulations;
interest rates and the availability of credit to our dealers and customers;
property and contractual rights;
where and to whom products may be sold, including new or additional trade or economic sanctions imposed
by the U.S. 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;
varying and unpredictable needs and desires of customers;
varying and unexpected actions of our competitors;
labor disruptions;
disruption in the supply of raw materials and components;
changes in governmental debt relief and subsidy program policies in certain significant markets such as Argentina
and Brazil, including the Brazilian government discontinuing programs subsidizing interest rates on equipment
loans; and
war, civil unrest and terrorism.
Unfavorable developments in any one of these areas, which vary from country to country and many of which are
outside of our control, could have a material adverse effect on our business prospects, results of operations and/
or financial position.

Difficulty in obtaining financing or refinancing existing debt could impact our financial
performance
Our future performance will depend on, among other things, our ability to finance debt repayment obligations
and planned investments from operating cash flow, available liquidity, the renewal or refinancing of existing bank
loans and/or facilities and access to capital markets or other sources of financing. A decline in revenues could have
a negative impact on the cash-generating capacity of our operating activities. We could, therefore, find ourselves in
the position of having to seek additional financing and/or having to refinance existing debt, including in unfavorable
market conditions with limited availability of funding and a general increase in funding costs. Instability in global
capital markets, including market disruptions, limited liquidity and interest rate and exchange rate volatility, could
reduce our access to capital markets or increase the cost of our short and long-term financing. Any difficulty in
obtaining financing could have a material adverse effect on our business prospects, results of operations and/or
financial position.
Our ability to access the capital markets or other forms of financing and related costs are highly dependent on,
among other things, the credit ratings of CNH Industrial N.V., its subsidiaries, asset-backed securities (“ABS”) and
other debt instruments. Rating agencies may review and revise their ratings from time to time, and any downgrade
or other negative action with respect to our credit ratings by one or more rating agencies may increase our cost
of capital, potentially limit our access to sources of financing and have a material adverse effect on our business
prospects, results of operations and/or financial position.

We are subject to exchange rate fluctuations, interest rate changes and other market risks
We operate in numerous markets worldwide, and are accordingly exposed to market risks stemming from
fluctuations in currency and interest rates, including as a result of changes in monetary or fiscal policies of
governmental authorities from time to time. We are subject to currency exchange risk to the extent that our costs
17

are denominated in currencies other than those in which we earn revenues. In addition, the reporting currency
for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues
are denominated in other currencies. Those assets, liabilities, expenses and revenues are translated into the U.S.
dollar at the applicable exchange rates to prepare our consolidated financial statements. Therefore, increases or
decreases in exchange rates between the U.S. dollar and those other currencies affect the value of those items
reflected in our consolidated financial statements, even if their value remains unchanged in their original currency.
Changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to
have, an impact on our results of operations and/or financial position.
We use various forms of financing to cover the funding requirements of our Industrial Activities and for financing
offered to customers and dealers. Financial Services implements a matching policy to offset the impact of differences
in interest rates on the financed portfolio and related liabilities. Nevertheless, any future changes in interest rates
can result in increases or decreases in revenues, finance costs and margins.
Although we seek to manage our currency risk and interest rate risk, including through hedging activities, there
can be no assurance that we will be able to do so successfully, and our business, results of operations and financial
position could be adversely affected. In addition, by utilizing these instruments, we potentially forego the benefits
that may result from favorable fluctuations in currency exchange rates. For additional information see Note 33
“Information on financial risks” to the Consolidated Financial Statements at December 31, 2015.
We also face risks from currency devaluations. Currency devaluations result in a diminished value of funds
denominated in the currency of the country instituting the devaluation.

We face risks associated with our relationships with our employees


In many countries where we operate, our employees are protected by various laws and/or collective labor
agreements that guarantee them, through local and national representatives, the right of consultation on specific
matters, including downsizing or closure of production activities and reductions in personnel. Laws and/or collective
labor agreements applicable to us could impair our flexibility in reshaping and/or strategically repositioning our
business activities. Therefore, our ability to reduce personnel or implement other permanent or temporary
redundancy measures is subject to government approvals and/or the agreement of labor unions where such laws
and agreements are applicable. Furthermore, we are at greater risk of work interruptions or stoppages than non-
unionized companies, and any work interruption or stoppage could significantly impact the volume of products
we manufacture.

Reduced demand for equipment would reduce our sales and profitability
The performance of the agricultural equipment market is influenced, in particular, by factors such as:
the price of agricultural commodities and the relative level of inventories;
the profitability of agricultural enterprises, farmers’ income and their capitalization;
the demand for food products; and
agricultural policies, including aid and subsidies to agricultural enterprises provided by governments and/or
supranational organizations as well as alternative fuel mandates.
In addition, unfavorable climatic conditions, especially during the spring, a particularly important period for
generating sales orders, could have a negative impact on decisions to buy agricultural equipment and, consequently,
on our revenues.
The performance of the construction equipment market is influenced, in particular, by factors such as:
public infrastructure spending; and
new residential and non-residential construction.
The performance of the commercial vehicles market is influenced, in particular, by factors such as:
changes in global market conditions, including changes in levels of business investment and sales of commodities;
and
public infrastructure spending.
18 REPORT ON RISK FACTORS
OPERATIONS

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

We depend on suppliers for raw materials, parts and components


We rely upon suppliers for raw materials, parts and components that we require to manufacture our products.
We cannot guarantee that we will be able to maintain access to raw materials, parts and components, and in
some cases, this access may be affected by factors outside of our control and the control of our suppliers. Certain
components and parts used in our products are available from a single supplier and cannot be sourced quickly
otherwise. Supply chain disruptions, including those due to supplier financial distress, capacity constraints, business
continuity, delivery or disruptions due to weather-related or natural disaster events, could negatively impact our
operations and the profitability of our businesses.
We use a variety of raw materials in our businesses, including steel, aluminum, lead, resin and copper, and precious
metals such as platinum, palladium and rhodium. The prices of these raw materials fluctuate, and while we seek
to manage this exposure, we may not be successful in mitigating these risks. Further, increases in the prices for
raw materials can significantly increase our costs of production, which could have a material adverse effect on the
profitability of our businesses, particularly if we are unable to recover the increased costs from our customers.

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

Costs of ongoing compliance with, or failure to comply with, increasingly stringent environmental,
health and safety laws could have an adverse effect on our results of operations
We are subject to comprehensive and constantly evolving laws, regulations and policies in numerous jurisdictions
around the world. We expect the extent of legal requirements affecting our businesses and our costs of compliance
to continue to increase in the future. Such laws govern, among other things, products – with requirements on
emissions of polluting gases and particulate matter, increased fuel efficiency and safety becoming increasingly strict
– and industrial plants – with requirements for reduced emissions, treatment of waste and water and prohibitions
on soil contamination also becoming increasingly strict. To comply with such laws, we invest considerable research
and development resources and expect to continue to incur substantial costs in the future. Failure to comply
with such laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of
our activities, as well as damage to property or natural resources. Liabilities, sanctions, damages and remediation
efforts related to any non-compliance with such laws, including those that may be adopted or imposed in the
future, could negatively impact our ability to conduct our operations and our financial position and results of
operations. In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or
claims with respect to any subsequently acquired operations.
19

Further, environmental, health and safety regulations change from time to time, as may related interpretations and
other guidance. For example, changes in environmental and climate change laws, including laws relating to engine and
vehicle emissions, safety regulations, fuel requirements or greenhouse gas emissions, could lead to new or additional
investments in product designs and could increase environmental compliance expenditures. If these laws are either
changed or adopted and impose significant operational restrictions and compliance requirements on us or our
products, they could negatively impact our business, results of operations, financial position and competitive position.

A decrease in government incentives may adversely affect our results


Government initiatives that are intended to stimulate demand for products sold by us, such as changes in tax
treatment or purchase incentives for new equipment, can substantially influence the timing and level of our
revenues. The terms, size and duration of such government actions are unpredictable and outside of our control.
Any adverse change in government policy relating to those initiatives could have a material adverse effect on our
business prospects, operating results and/or financial position.

Our future performance depends on our ability to innovate and on market acceptance
of new or existing products
The success of our businesses depends on their ability to maintain or increase our market share in existing markets
and to expand into new markets through the development of innovative, high-quality products that provide adequate
profitability. In particular, the failure to develop and offer innovative products that compare favorably to those of
our principal competitors in terms of price, quality, functionality and features, or delays in bringing strategic new
products to market, or the inability to adequately protect our intellectual property rights or supply products that
meet regulatory requirements, including engine emissions requirements, could result in reduced market share, which
could have a material adverse effect on our business prospects, results of operations and/or financial position.

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

We are subject to extensive anti-corruption and antitrust laws and regulations


Our global operations are subject to a number of laws and regulations that govern our operations around the
world, including the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, which apply to conduct
around the world, as well as a range of national anti-corruption and antitrust or competition laws that apply to
conduct in a particular jurisdiction. The anti-corruption laws prohibit improper payments in cash or anything of
value to improperly influence government officials or other persons to obtain or retain business or gain a business
advantage. These laws tend to apply whether or not those practices are legal or culturally acceptable in a particular
jurisdiction. Over the past several years there has been a substantial increase in the enforcement of anti-corruption
and antitrust or competition laws both globally and in particular jurisdictions and we have from time to time been
subject to investigations and charges claiming violations of anti-corruption or antitrust or competition laws. We
are committed to operating in compliance with all applicable laws, in particular anti-corruption and antitrust or
competition laws. We have implemented a program to promote compliance with these laws and to identify and
20 REPORT ON RISK FACTORS
OPERATIONS

minimize the risk of any violations. Our compliance program, however, may not in every instance protect us from
acts committed by our employees, agents, contractors, or collaborators that may violate the applicable laws or
regulations of the jurisdictions in which we operate. Such improper actions could subject us to civil or criminal
investigations and monetary, injunctive and other penalties. Investigations of alleged violations of these laws tend to
require dedication of significant resources in funds and management time and attention, and these investigations or
any violations, as well as any publicity regarding potential violations, could harm our reputation and have a material
adverse effect on our business, results of operations and financial position. For further information see Note 30
“Commitments and contingencies” to the Consolidated Financial Statements at December 31, 2015.

Risks associated with our defined benefit pension plans and other post-employment obligations
At December 31, 2015, the funded status for our defined benefit pension, and other post-employment benefits was
an underfunded status of $2,194 million which is included in the consolidated statement of financial position. The
funded status is the balance between the present value of the defined benefit obligation and the fair value of related
assets, in case of funded plans (plans managed by a separate fund, “trust”). Consequently, the funded status is subject
to many factors, as discussed in the Consolidated Financial Statements at December 31, 2015, section “Significant
Accounting Policies” paragraph “Use of Estimates”, as well as Note 25 “Provisions for employee benefits”.
To the extent that our obligations under a plan are unfunded or underfunded, we will have to use cash flows from
operations and other sources to pay our obligations as they become due. In addition, since the assets that currently
fund these obligations are primarily invested in debt instruments and equity securities, the value of these assets is
subject to changes due to market fluctuations. In recent years, these fluctuations have been significant and adverse
and there is no assurance that they will not be significant and adverse in the future.

Dealer equipment sourcing and inventory management decisions could adversely affect our sales
We sell our finished products primarily through an independent dealer network and directly to OEMs and are
subject to risks relating to their inventory management decisions and operating and sourcing practices. Our dealers
carry inventories of finished products as part of ongoing operations and adjust those inventories based on their
assessment of future sales opportunities. Dealers who carry other products that compete with our products may
focus their inventory purchases and sales efforts on goods provided by other suppliers due to industry demand or
profitability. Such inventory adjustments and sourcing decisions can adversely impact our sales, financial position
and results of operations.

Adverse economic conditions could place a financial strain on our dealers and adversely
affect our operating results
Global economic conditions continue to place financial stress on many of our dealers. Dealer financial difficulties may
impact their equipment sourcing and inventory management decisions, as well as their ability to provide services to
their customers purchasing our equipment. We are also subject to the risk of insolvency of dealers and customers,
in part due to unfavorable economic conditions in markets where their activities are carried out, and laws and
government actions may, among other things, prevent us from enforcing legal rights and remedies in dealer or
customer insolvency. Accordingly, additional financial strains on members of our dealer network resulting from
current or future economic conditions could adversely impact our sales, financial position and 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 mergers and acquisitions or enter into, expand
or exit from strategic alliances and joint ventures that could involve risks that could prevent us from realizing the
expected benefits of the transactions or the achievement of strategic objectives or could divert management’s
time and attention. Such risks, many of which are outside our control, include:
technological and product synergies, economies of scale and cost reductions not occurring as expected;
unexpected liabilities;
incompatibility in integrating processes, operations or systems;
unexpected changes in laws;
21

inability to retain key employees;


inability to source certain products;
increased financing costs and inability to fund such costs;
significant costs associated with terminating or modifying alliances; and
problems in retaining customers and integrating operations, services, personnel, and customer bases.
If problems or issues were to arise among the parties to one or more strategic alliances for managerial, financial, or
other reasons, or if such strategic alliances or other relationships were terminated, our product lines, businesses,
financial position, and results of operations could be adversely affected.

Risks associated with the termination of our strategic alliance with Kobelco Construction
Machinery Co., Ltd.
Effective December 31, 2012, CNH Global and Kobelco Construction Machinery Co., Ltd. (“KCM”) terminated
by mutual consent their global alliance (consisting of industrial arrangements and a number of jointly-owned
companies) in the construction equipment business. The agreements regulating the dissolution of the alliance
provide that, starting from January 1, 2013 until December 31, 2017, we are entitled to purchase components
and parts from KCM on a non-exclusive basis in order to continue to manufacture excavators based upon
KCM’s technology in our plants. Moreover, starting from December 31, 2012, the territorial sales and marketing
restrictions limiting the right of KCM to distribute its excavators in certain significant markets (such as the Americas
and Europe) expired and similar restrictions which applied to our construction equipment activities expired in
APAC on July 31, 2013. While we expect a smooth transition with respect to implemented changes, commercial
issues (such as, by way of example, the weakening of the distributorship network and the subsequent loss of market
share) or industrial issues (such as, by way of example, difficulties in maintaining quality standards or inability to
source certain components currently provided by KCM) in connection with the termination of the alliance might
arise, which could have a material adverse effect upon our construction equipment product lines, construction
equipment distribution network, financial position and results of operations.

Our business operations may be impacted by various types of claims, lawsuits and other
contingent obligations
We are involved in pending litigation and investigations on a wide range of topics, including dealer and supplier
litigation, intellectual property right disputes, product warranty and defect product claims, product performance,
asbestos, personal injury, emissions and/or fuel economy regulatory and contractual issues and environmental
claims that arise in the ordinary course of our business. The industries in which we operate are also periodically
reviewed or investigated by regulators, which could lead to enforcement actions, fines and penalties or the assertion
of private litigation claims. The ultimate outcome of these legal matters pending against us is uncertain, and
although such legal matters are not expected individually to have a material adverse effect on our financial position
or profitability, such legal matters could, in the aggregate, in the event of unfavorable resolutions thereof, have a
material adverse effect on our consolidated financial position, cash flows, and results of operations. Furthermore,
we could in the future be subject to judgments or enter into settlements of lawsuits and claims that could have
a material adverse effect on our results of operations in any particular period. In addition, while we maintain
insurance coverage with respect to certain claims, we may not be able to obtain such insurance on acceptable
terms in the future, if at all, and any such insurance may not provide adequate coverage against any such claims.
We establish reserves based on our assessment of contingencies, including contingencies related to legal claims
asserted against us. Subsequent developments in legal proceedings may affect our assessment and estimates of
the loss contingency recorded as a reserve and require us to make payments in excess of our reserves, which
could have a material adverse effect on our results of operations and/or financial position. For further information
see Note 30 “Commitments and contingencies” to the Consolidated Financial Statements at December 31, 2015.

The agricultural equipment industry is highly seasonal, which causes our results
of operations and levels of working capital to fluctuate significantly
Farmers traditionally purchase agricultural equipment in the spring and fall, the main planting and harvesting
seasons. Our agricultural equipment business net sales and results of operations have historically been the highest
in the second quarter, reflecting the spring selling season in the Northern hemisphere, and lowest in the third
22 REPORT ON RISK FACTORS
OPERATIONS

quarter, when many of our production facilities experience summer shut-down periods, especially in Europe.
Our agricultural equipment production levels are based upon estimated retail demand. These estimates take
into account the timing of dealer shipments, which occur in advance of retail demand, dealer inventory levels, the
need to retool manufacturing facilities to produce new or different models and the efficient use of manpower and
facilities. However, because we spread our production and wholesale shipments throughout the year, wholesale
sales of agricultural equipment products in any given period may not necessarily reflect the timing of dealer orders
and retail demand in that period.
Estimated retail demand may exceed or be exceeded by actual production capacity in any given calendar quarter
because we spread production throughout the year. If retail demand is expected to exceed production capacity for
a quarter, we may schedule higher production in anticipation of the expected retail demand. Often, we anticipate
that spring selling season demand may exceed production capacity in that period and schedule higher production,
and anticipate higher inventories and wholesale shipments to dealers in the first quarter of the year. As a result, our
working capital and dealer inventories are generally at their highest levels during the February to May period and
decline towards the end of the year, as both our and our dealers’ inventories are typically reduced.
To the extent our production levels (and timing) do not correspond to retail demand, we may have too much or
too little inventory, which could have an adverse effect on our financial position and results of operations.

We have significant outstanding indebtedness, which may limit our ability to obtain
additional funding and may limit our financial and operating flexibility
As of December 31, 2015, we had an aggregate of $26,458 million (including $20,129 million relating to Financial
Services activities) of consolidated gross indebtedness, and our equity was $7,217 million, including noncontrolling
interests. The extent of our indebtedness could have important consequences on our operations and financial
results, including:
we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements
or general corporate purposes;
we may need to use a portion of our projected future cash flow from operations to pay principal and interest
on our indebtedness, which may reduce the amount of funds available to us for other purposes;
we may be more financially leveraged than some of our competitors, which could put us at a competitive
disadvantage;
we may not be able to introduce new products or pursue business opportunities;
we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a
downturn in general economic conditions; and
we may not be able to access the capital markets on favorable terms, which may adversely affect our ability to
provide competitive retail and wholesale financing programs.
These risks are exacerbated by the ongoing volatility in the financial markets, in part resulting from perceived
strains on the finances and creditworthiness of several governments and financial institutions, particularly in the
Eurozone and Latin America, and from continued concerns about global economic growth, particularly in the
emerging markets.

Restrictive covenants in our debt agreements could limit our financial and operating flexibility
The indentures or other instruments governing our outstanding debt securities and other credit agreements to which
we are a party from time to time contain, or may contain, covenants that restrict our ability to, among other things:
incur additional indebtedness;
make certain investments;
enter into certain types of transactions with affiliates;
sell certain assets or merge with or into other companies;
use assets as security in other transactions; and/or
enter into sale and leaseback transactions.
23

Although we do not believe any of these covenants materially restrict our operations currently, a breach of one or
more of the covenants could result in adverse consequences that could negatively impact our businesses, results
of operations and financial position. These consequences may include the acceleration of amounts outstanding
under certain of our credit facilities, triggering an obligation to redeem certain debt securities, termination of
existing unused commitments by our lenders, refusal by our lenders to extend further credit under one or more
of the facilities or to enter into new facilities or the lowering or modification of CNH Industrial’s credit ratings or
those of one or more of its subsidiaries. For further information see Note 27 “Debt” to the Consolidated Financial
Statements at December 31, 2015.

Risks related to increased information technology security threats


We rely upon information technology systems and networks in connection with a variety of business activities,
some of which are managed by third parties, to operate our business, and we collect and store sensitive data.
Operating these information technology systems and networks, and processing and maintaining this data, in a
secure manner, are critical to our business operations and strategy. Additionally, increased information technology
security threats and more sophisticated computer crime pose a risk to the security of our systems and networks
and the confidentiality, availability and integrity of our data.
While we actively manage information technology security risks within our control, there can be no assurance that
such actions will be sufficient to mitigate all potential risks to our systems, networks and data.
A failure or breach in security could expose us and our customers, dealers and suppliers to risks of misuse
of information or systems, the compromising of confidential information, manipulation and destruction of data,
defective products, production downtimes and operations disruptions, which in turn could adversely affect our
reputation, competitive position, businesses and results of operations. Security breaches could also result in
litigation, regulatory action and potential liability, as well as higher operational and other costs of implementing
further data protection measures. In addition, as security threats continue to evolve we may need to invest
additional resources to protect the security of our systems.

The loss of members of senior management could have an adverse effect on our business
Our success is largely dependent on the ability of our senior executives and other members of management to
effectively manage our organization and individual areas of our businesses. The loss of any senior executive, manager
or other key employee without an adequate replacement, or the inability to attract and retain new, qualified personnel
could therefore have an adverse effect on our business prospects, results of operations and/or financial position.

Our business may be affected by unfavorable weather conditions, climate change


or natural disasters
Poor, severe or unusual weather conditions caused by climate change or other factors, particularly during the
planting and early growing season, can significantly affect the purchasing decisions of our agricultural equipment
customers. The timing and quantity of rainfall are two of the most important factors in agricultural production.
Insufficient levels of rain prevent farmers from planting crops or may cause growing crops to die, resulting in lower
yields. Excessive rain or flooding can also prevent planting or harvesting from occurring at optimal times and may
cause crop loss through increased disease or mold growth. Temperature affects the rate of growth, crop maturity,
crop quality and yield. Temperatures outside normal ranges can cause crop failure or decreased yields, and may
also affect disease incidence. Natural disasters such as floods, hurricanes, storms and droughts can have a negative
impact on agricultural production. The resulting negative impact on farm income can strongly affect demand for
our agricultural equipment in any given period.
In addition, natural disasters, pandemic illness, 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 component products from some local and international suppliers, disruption in the
transport of our products to dealers and customers and delay in delivery of products to distribution centers. In the
event such events occur, our financial results might be negatively impacted. Our existing insurance arrangements
may not protect against all costs that may arise from such events.
24 REPORT ON RISK FACTORS
OPERATIONS

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

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

RISKS RELATED TO FINANCIAL SERVICES


We offer a wide range of financial services and products to Agricultural Equipment, Construction Equipment and
Commercial Vehicles dealers and customers including retail financing for the purchase or lease of new and used
equipment and vehicles and wholesale financing to dealers.
In light of the above, the following risks associated with the financial services offered by us should be considered.

Credit risk
Fundamental to any organization that extends credit is the credit risk associated with its customers/borrowers.
The creditworthiness of each customer, rates of delinquency and default, repossessions and net losses on loans to
customers are impacted by many factors, including:
relevant industry and general economic conditions;
the availability of capital;
the terms and conditions applicable to extensions of credit;
interest rates (and changes in the applicable interest rates);
the experience and skills of the customer’s management team;
commodity prices;
political events;
the weather; and
the value of the collateral securing the extension of credit.
Deterioration in the quality of our financial assets, an increase in delinquencies or defaults, or a reduction in
collateral recovery rates could have an adverse impact on the performance of our Financial Services business
and our earnings and cash flows. These risks become more acute in an economic slowdown or recession due to
decreased demand for (or availability of) credit, declining asset values, changes in government subsidies, reductions
in collateral to loan balance ratios, and an increase in delinquencies, defaults, insolvencies, foreclosures and losses.
In such circumstances, our loan servicing and litigation costs may also increase. In addition, governments may pass
laws, or implement regulations, that modify rights and obligations under existing agreements, or which prohibit or
limit the exercise of contractual rights.
25

When a borrower defaults on a loan and we repossess collateral securing the repayment of the loan, our ability to
recover or mitigate losses by selling the collateral is subject to the current market value of such collateral. Those
values are affected by levels of new and used inventory of agricultural and construction equipment, as well as
commercial vehicles, on the market. They are also dependent upon the strength or weakness of market demand
for new and used agricultural and construction equipment, as well as for commercial vehicles, which is affected by
the strength of the general economy. In addition, repossessed collateral may be in poor condition, which would
reduce its value. Finally, relative pricing of used equipment, compared with new equipment, can affect levels of
market demand and the resale of repossessed equipment. An industry-wide decrease in demand for agricultural
or construction equipment, as well as for commercial vehicles, could result in lower resale values for repossessed
equipment, which could increase losses on loans and leases, adversely affecting our financial position and results
of operations.

Funding risk
Our Financial Services business has traditionally relied upon the ABS market and committed asset-backed facilities
as a primary source of funding and liquidity. A significant reduction in liquidity in the secondary market for ABS
transactions could adversely affect our ability to sell receivables on a favorable or timely basis. Such conditions
could have an adverse impact on our access to funding, financial position and results of operations. As Financial
Services finances a significant portion of sales of our equipment, to the extent Financial Services is unable to access
funding on acceptable terms, our sales of equipment would be negatively impacted.

Repurchase risk
In connection with our ABS transactions, we make customary representations and warranties regarding the assets
being securitized, as disclosed in the relevant offering documents. While no recourse provisions exist that allow
holders of asset-backed securities issued by our ABS trusts to require us to repurchase those securities, a breach
of these representations and warranties could give rise to an obligation to repurchase non-conforming receivables
from the trusts. Any obligation to make future repurchases could have an adverse effect on our financial position,
results of operations and cash flows.

Regulatory risk
The operations of our Financial Services business are subject, in certain instances, to supervision and regulation
by various governmental authorities. These operations are also subject to various laws, as well as to judicial and
administrative decisions and interpretations, imposing requirements and restrictions, which among other things:
regulate credit granting activities, including establishing licensing requirements;
establish maximum interest rates, finance and other charges;
regulate customers’ insurance coverage;
require disclosures to customers;
govern secured and unsecured transactions;
set collection, foreclosure, repossession and claims handling procedures and other trade practices;
prohibit discrimination in the extension of credit and administration of loans; and
regulate the use and reporting of information related to a borrower.
To the extent that applicable laws are amended or construed differently, new laws are adopted to expand the
scope of regulation imposed upon such financial services businesses, or applicable laws prohibit interest rates we
charge from rising to a level commensurate with risk and market conditions, such events could adversely affect
Financial Services and our financial position and results of operations.
26 REPORT ON RISK FACTORS
OPERATIONS

Potential Impact of the Dodd-Frank Act


The various requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-
Frank Act”), including its many implementing regulations, may substantially affect the origination, servicing and
securitization programs of our Financial Services business. For example, the Dodd-Frank Act strengthens the
regulatory oversight of these securities and capital market activities by the SEC and increases the regulation of
the ABS markets through, among other things, a mandated risk retention requirement for securitizers, a loan level
disclosure requirement for certain securitizers and a direction to the SEC to regulate credit rating agencies and
adopt regulations governing these organizations. While we will continue to monitor these developments and their
effect upon our access to the ABS market, these and future SEC regulations may affect our ability to engage in
these activities or increase the effective cost of ABS transactions in the future, which could adversely affect our
financial position, results of operations and cash flows.

OTHER RISKS
CNH Industrial 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 as being tax resident
elsewhere
CNH Industrial is not incorporated in the U.K.; therefore, in order to be resident in the U.K. for tax purposes,
CNH Industrial’s central management and control must be located (in whole or in part) in the U.K. The test of
central management and control is largely a question of fact based on all the circumstances. Nevertheless, the
decisions of the U.K. courts and the published practice of Her Majesty’s Revenue & Customs, or HMRC, suggest
that CNH Industrial is likely to be regarded as having become U.K.-resident on this basis from the date of its
incorporation. The competent authority ruling referred to below supports this analysis. Even if CNH Industrial’s
“central management and control” is in the U.K., it would not be treated as U.K.-resident if (a) CNH Industrial
were concurrently resident in another jurisdiction (applying the tax residence rules of that jurisdiction) which has
a double tax treaty with the U.K.; and (b) that tax treaty allocates exclusive residence to that other jurisdiction.
Even if CNH Industrial’s central management and control is in the U.K., CNH Industrial is considered to be resident
in the Netherlands for Dutch corporate income tax and Dutch dividend withholding tax purposes because CNH
Industrial is incorporated in the Netherlands. Nonetheless, the U.K. and Dutch competent authorities have
agreed, following a mutual agreement procedure (as contemplated by the Netherlands-U.K. tax treaty), that CNH
Industrial will be regarded as solely resident in the U.K. for purposes of the application of the Netherlands-U.K. tax
treaty provided that CNH Industrial operates as planned and provides appropriate required evidence to the U.K.
and Dutch competent tax authorities. If the facts upon which the competent authorities issued this ruling change
over time, this ruling may be withdrawn, and in that case the Netherlands may levy corporate income tax on CNH
Industrial and impose withholding taxes on dividends distributed by CNH Industrial.
CNH Industrial’s residence for Italian tax purposes is also largely a question of fact based on all the circumstances.
For Italian tax purposes, a rebuttable presumption of CNH Industrial’s residence in Italy may apply under Italian
legislation. However, CNH Industrial has a management and organizational structure such that CNH Industrial
should be deemed resident in the U.K. from the date of its incorporation for purposes of the Italy-U.K. tax treaty.
Because this analysis is highly factual and may depend on future changes in CNH Industrial’s management and
organizational structure, there can be no assurance that CNH Industrial’s determination of its tax residence will
be respected by all relevant tax authorities. Should CNH Industrial be treated as an Italian tax resident, CNH
Industrial would be subject to corporate income tax in Italy and may be required to comply with withholding tax
on dividends and other distributions (currently at a withholding rate of 26%, subject to any benefits from double
taxation treaties or other reliefs or exemptions that may be available to shareholders) and/or reporting obligations
under Italian law, which could result in additional costs and expenses.
27

We may incur additional tax expense or become subject to additional tax exposure
We are subject to income taxes in many jurisdictions around the world. Our tax liabilities are dependent upon
the location of earnings among these different jurisdictions. Our future results of operations could be adversely
affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing
statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally
accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. If our effective tax
rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts
previously accrued or paid, our operating results, cash flows and financial position could be adversely affected.

CNH Industrial, as successor to Fiat Industrial, is jointly liable with Fiat Chrysler
Automobiles N.V. for certain obligations
CNH Industrial is successor to Fiat Industrial, a company formed as a result of the demerger of Fiat S.p.A. (which,
effective October 12, 2014, was merged into FCA in favor of Fiat Industrial). As such, CNH Industrial continues to
be liable jointly with FCA for the liabilities of FCA that arose prior to the effective date of the Demerger (January
1, 2011) and were still outstanding at that date (the “Liabilities”). This statutory provision is limited to the value
of the net assets transferred to Fiat Industrial in the Demerger and survives until the Liabilities are satisfied in
full. Furthermore, CNH Industrial may be responsible jointly with FCA in relation to tax liabilities, even if such
tax liabilities exceed the value of the net assets transferred to Fiat Industrial in the Demerger. At December 31,
2015, the outstanding Liabilities amounted to approximately $1.3 billion (of which $1.1 billion consisted of bonds
guaranteed by FCA). CNH Industrial evaluated as extremely remote the risk of FCA’s insolvency and therefore no
specific provision has been accrued in respect of the above-mentioned potential joint liability.

Our maintenance of two exchange listings may adversely affect liquidity in the market for
our common shares and could result in pricing differentials of our common shares between
the two exchanges
The dual listing of our common shares on the NYSE and the MTA may split trading between the two markets and
adversely affect the liquidity of the shares in one or both markets and the development of an active trading market
for our common shares on the NYSE, and may result in price differentials between the exchanges. Differences in
the trading schedules, trading volume and investor bases, as well as volatility in the exchange rate between the two
trading currencies, among other factors, may result in different trading prices for our common shares on the two
exchanges or otherwise adversely affect liquidity and trading prices of our shares.

The loyalty voting structure may concentrate voting power in a small number of our
shareholders and such concentration may increase over time
A relatively large proportion of the voting power of CNH Industrial could be concentrated in a relatively small
number of shareholders who would have significant influence over us. As of December 31, 2015, EXOR S.p.A. had
a voting interest in CNH Industrial of approximately 41.3%.
28 REPORT ON RISK FACTORS
OPERATIONS

The loyalty voting structure may affect the liquidity of our common shares and reduce our
share price
CNH Industrial’s loyalty voting structure is intended to reward shareholders for maintaining long-term share
ownership by granting initial shareholders and persons holding shares continuously for at least three years at any
time following the effectiveness of the Merger the option to elect to receive special voting shares. Special voting
shares cannot be traded and, immediately prior to the transfer of our common shares from the CNH Industrial
Loyalty Register, any corresponding special voting shares shall be transferred to CNH Industrial for no consideration
(om niet). This loyalty voting structure is designed to encourage a stable shareholder base and, conversely, it may
deter trading by those shareholders who are interested in gaining or retaining special voting shares. Therefore, the
loyalty voting structure may reduce liquidity in our common shares and adversely affect their trading price.

The loyalty voting structure may prevent or frustrate attempts by our shareholders to
change our management and hinder efforts to acquire a controlling interest in us, and the
market price of our common shares may be lower as a result
The provisions of our Articles of Association establishing the loyalty voting structure may make it more difficult
for a third party to acquire, or attempt to acquire, control of us, even if a change of control is considered favorably
by shareholders holding a majority of our common shares. As a result of the loyalty voting structure, 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 December 31, 2015, EXOR S.p.A. had a voting
interest in CNH Industrial of approximately 41.3%. Such shareholders participating in the loyalty voting structure
could effectively prevent change of control transactions that may otherwise benefit our shareholders.
The loyalty voting structure may also prevent or discourage shareholders’ initiatives aimed at changes in our
management.
29
BUSINESS OVERVIEW
BUSINESS REPORT ON 31
OVERVIEW OPERATIONS

GENERAL
We are a leading global capital goods company engaged in the design, production, marketing, sale and financing of
agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles for firefighting,
defense and other uses, as well as engines, transmissions and axles for those vehicles and engines for marine and
power generation applications. We have industrial and financial services companies located in 45 countries and a
commercial presence in approximately 180 countries around the world.
CNH Industrial has five operating segments:
Agricultural Equipment designs, manufactures and distributes a full line of farm machinery and implements,
including two-wheel and four-wheel drive tractors, crawler tractors (Quadtrac®), combines, cotton pickers,
grape and sugar cane harvesters, hay and forage equipment, planting and seeding equipment, soil preparation and
cultivation implements and material handling equipment. Agricultural equipment is sold under the New Holland
Agriculture and Case IH Agriculture brands, as well as the Steyr brand in Europe. Following our acquisition
of substantially all of the assets of Miller-St. Nazianz, Inc. (“Miller”) in November 2014, certain agricultural
equipment products are also sold under the Miller brand, primarily in North America.
Construction Equipment designs, manufactures and distributes a full line of construction equipment
including excavators, crawler dozers, graders, wheel loaders, backhoe loaders, skid steer loaders, compact
track loaders and telehandlers. Construction equipment is sold under the New Holland Construction and Case
Construction Equipment brands.
Commercial Vehicles designs, produces and sells a full range of light, medium and heavy vehicles for the
transportation and distribution of goods, under the Iveco brand, commuter buses and touring coaches under the
Iveco Bus (previously Iveco Irisbus) and Heuliez Bus brands, quarry and mining equipment under the Iveco Astra
brand, firefighting vehicles under the Magirus brand and vehicles for civil defense and peace-keeping missions
under the Iveco Defence Vehicles brand.
Powertrain designs, manufactures and offers a range of propulsion and transmission systems and axles for
on- and off-road applications, as well as engines for marine application and power generation under the FPT
Industrial brand.
Financial Services offers a range of financial services to dealers and customers. Financial Services provides
and administers retail financing to customers for the purchase or lease of new and used industrial equipment or
vehicles and other equipment sold by CNH Industrial dealers. In addition, Financial Services provides wholesale
financing to CNH Industrial dealers. Wholesale financing consists primarily of floor plan financing and allows the
dealers to purchase and maintain a representative inventory of products.

Net revenues by segment in the years ended December 31, 2015 and 2014 were as follows:

($ million) 2015 2014


Agricultural Equipment 11,025 15,204
Construction Equipment 2,542 3,346
Commercial Vehicles 9,759 11,087
Powertrain 3,569 4,475
Eliminations and Other (1,992) (2,704)
Total of Industrial Activities 24,903 31,408
Financial Services 1,932 2,086
Eliminations and Other (457) (537)
Total for the Group 26,378 32,957

Net revenues by region in the years ended December 31, 2015 and 2014 were as follows:

($ million) 2015 2014


EMEA 13,333 14,951
NAFTA 7,196 9,447
LATAM 2,817 4,914
APAC 3,032 3,645
Total 26,378 32,957
32 REPORT ON BUSINESS
OPERATIONS OVERVIEW

INDUSTRY OVERVIEW
Agricultural Equipment
The operators of food, dairy, livestock and grain crop producing farms, as well as independent contractors
that provide services to such farms, purchase most agricultural equipment. The key factors influencing sales of
agricultural equipment are the level of net farm income and, to a lesser extent, general economic conditions,
interest rates and the availability of financing, farm land prices, and farm debt levels. Net farm income is primarily
impacted by the volume of acreage planted, commodity and/or livestock prices and stock levels, the impacts of fuel
ethanol demand, crop yields, farm operating expenses (including fuel and fertilizer costs), fluctuations in currency
exchange rates, government subsidies and tax incentives. Farmers tend to postpone the purchase of equipment
when the farm economy is declining and to increase their purchases when economic conditions improve. The
availability, quality, and cost of used equipment for sale also impact the level of new equipment sales. Weather
conditions are a major determinant of crop yields and therefore also affect equipment buying decisions. In addition,
geographical variations in weather from season to season may affect sales volumes differently in different markets.
Government policies may affect the market for agricultural equipment by regulating the levels of acreage planted,
with direct subsidies affecting specific commodity prices, or with other payments made directly to farmers. Global
organization initiatives, such as those of the World Trade Organization, also can affect the market with demands for
changes in governmental policies and practices regarding agricultural subsidies, tariffs and acceptance of genetically
modified organisms such as seed, feed and animals.
Demand for agricultural equipment also varies seasonally by region and product, primarily due to differing climates
and farming calendars. Peak retail demand for tractors and planting, seeding, and application equipment typically
occurs in March through June in the Northern hemisphere and in September through December in the Southern
hemisphere. Dealers order equipment year-round, but harvesting equipment orders in the Northern hemisphere
generally increase in the late fall and winter so that the dealers can receive inventory prior to the peak retail selling
season, which generally extends from March through June. In the Southern hemisphere, dealers generally order
between August and October so they can receive inventory prior to the peak retail selling season, which extends
from November through February. The production levels of Agricultural Equipment are based upon estimated retail
demand which takes into account, among other things, the timing of dealer shipments (which occur in advance of
retail demand), dealer and CNH Industrial inventory levels, the need to retool manufacturing facilities to produce
new or different models and the efficient use of manpower and facilities. Production levels are adjusted to reflect
changes in estimated demand and dealer inventory levels. However, because production and wholesale shipments
adjust throughout the year to take into account the factors described above, wholesale sales of agricultural equipment
products in any given period may not reflect the timing of dealer orders and retail demand for that period.
Customer preferences regarding farming practices, and thus product types and features, vary by region. In North
America, Australia and other areas where soil conditions, climate, economic factors and population density allow
for intensive mechanized agriculture, farmers demand high capacity, sophisticated machines equipped with the
most advanced technology. In Europe, where farms are generally smaller in size than those in North America and
Australia, there is greater demand for somewhat smaller, yet equally sophisticated, machines. In the developing
regions of the world where labor is more abundant and infrastructure, soil conditions and/or climate are not
conducive to intensive agriculture, customers generally prefer simple, robust and durable machines with relatively
lower acquisition and operating costs. In many developing countries, tractors are the primary, if not the sole, type
of agricultural equipment used, and much of the agricultural work in such countries that cannot be performed by
tractors is carried out by hand. A growing number of part-time farmers, hobby farmers and customers engaged
in landscaping, municipality and park maintenance, golf course and roadside mowing in Western Europe and
North America also prefer relatively simple, low-cost agricultural equipment. Our position as a geographically
diversified manufacturer of agricultural equipment, and our broad geographic network of dealers allows us to
provide customers in each significant market with equipment that meets their specific requirements.
Major trends in the North American and Western European agricultural industries include a reduction in number
but growth in size of farms, supporting increased demand for higher capacity agricultural equipment. In addition,
the use of technology and other precision farming solutions to increase crop yield is becoming more established.
In Latin America and in other emerging markets, the number of farms is growing and mechanization is replacing
manual labor. Government subsidies (including crop insurance) are a key income driver for farmers raising certain
commodity crops in the United States and Western Europe. The level of support can range from 10% to over
30% of the annual income for these farmers in years of low global commodity prices or natural disasters. The
existence of a high level of subsidies in these markets for agricultural equipment reduces the effects of cyclicality in
33

the agricultural equipment business. The effect of these subsidies on agricultural equipment demand depends to
a large extent on the U.S. Farm Bill and programs administered by the United States Department of Agriculture,
the Common Agricultural Policy of the European Union and World Trade Organization negotiations. Additionally,
the Brazilian government subsidizes the purchase of agricultural equipment through low-rate financing programs
administered by the Banco Nacional de Desenvolvimento Economico e Social (“BNDES”). These programs have
a significant influence on sales.
Agricultural equipment manufacturers are subject to continuous changes in engine emission regulations and
restrictions. These changes require frequent changes in engine technology, which can involve significant research
and development investments. Manufacturers generally attempt to pass these incremental costs to their customers,
but these price increases must be balanced with the affordability of the equipment. Each market may have its own
unique regulations, which adds a level of complexity required to meet global product needs.
Global demand for renewable fuels increased considerably in recent years driven by consumer preference,
government renewable fuel mandates, renewable fuel tax and production incentives. Biofuels, which include fuels
such as ethanol and biodiesel, have become one of the most prevalent types of renewable fuels. The primary type
of biofuel supported by government mandates and incentives varies somewhat by region. North America and
Brazil are promoting ethanol first and then biodiesel, while Europe is primarily focused on biodiesel.
The demand for biofuels has created an associated demand for agriculturally based feedstocks which are used to
produce biofuels. Currently, most of the ethanol in the U.S. and Europe is extracted from corn, while in Brazil it is
extracted from sugar cane. Biodiesel is typically extracted from soybeans and rapeseed oil in the U.S. and Brazil,
and from rapeseed and other oil seeds as well as food waste by-products in Europe. The use of corn and soybeans
for biofuel has been one of the main factors impacting the supply and demand relationships for these crops,
resulting in higher crop prices. The economic feasibility of biofuels is significantly impacted by the price of oil. As
the price of oil falls, biofuels become a less attractive alternative energy source. This relationship will, however, be
impacted by government policy and mandates as governments around the world consider ways to combat global
warming and avoid potential energy resource issues in the future.
The increase in crop production for biofuels has also driven changes in the type of crops grown and in crop
rotations. The most significant change in U.S. crop production was the increase in acreage devoted to corn,
typically using land previously planted with soybeans and cotton. In addition, a change in crop rotation resulted in
more acres of corn being planted. As a result, agricultural producers are faced with new challenges for managing
crop residues and are changing the type of equipment they use and how they use it.
Although the demand for new agricultural equipment tends to decrease during periods of economic stagnation
or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps
limit the impact of declines in new equipment sales on the operating results of full-line manufacturers, such as
Agricultural Equipment.

Construction Equipment
The construction equipment market consists of two principal businesses: heavy construction equipment (excluding
the mining and the specialized forestry equipment markets in which we do not participate), with equipment
generally weighing more than 12 metric tons, and light construction equipment, with equipment generally weighing
less than 12 metric tons.
In developed markets, customers tend to prefer more sophisticated machines equipped with the latest technology
and features to improve operator productivity. In developing markets, customers tend to prefer equipment that is
relatively less costly and has greater perceived durability. In North America and Europe, where the cost of machine
operators is higher relative to fuel costs and machine depreciation, customers typically emphasize productivity,
performance and reliability. In other markets, where the relative costs for machine operators is lower, customers
often continue to use equipment after its performance and efficiency have begun to diminish.
Customer demand for power and operating capacity does not vary significantly from market to market. However, in
many countries, restrictions on equipment weight or dimensions, as well as road regulations or job site constraints
can limit demand for larger machines.
Although the demand for new construction equipment tends to decrease during periods of economic stagnation
or recession, the aftersales market is historically less volatile than the new equipment market and, therefore, helps
limit the impact of declines in new equipment sales on the operating results of full-line manufacturers, such as
Construction Equipment.
34 REPORT ON BUSINESS
OPERATIONS OVERVIEW

Heavy Construction Equipment


Heavy construction equipment typically includes large wheel loaders and excavators, graders, compactors
and dozers. Purchasers of heavy construction equipment include construction companies, municipalities, local
governments, rental fleet owners, quarrying and mining companies, waste management companies and forestry-
related concerns.
Sales of heavy construction equipment depend particularly on the expected volume of major infrastructure
construction and repair projects such as highway, tunnel, dam and harbor projects, which depend on government
spending and economic growth. Demand for aggregate mining and quarrying equipment is more closely linked to
the general economy and commodity prices, while growing demand for environmental equipment is becoming less
sensitive to the economic cycle. In North America, a portion of heavy equipment demand has historically been
linked to the development of new housing subdivisions, where the entire infrastructure needs to be created, thus
linking demand for both heavy and light construction equipment. The heavy equipment industry generally follows
macroeconomic cyclicality, linked to growth in gross domestic product.

Light Construction Equipment


Light construction equipment includes skid-steer loaders, compact track loaders, tractor loaders, rough terrain
forklifts, backhoe loaders, telehandlers and small wheel loaders and excavators. Purchasers of light construction
equipment include contractors, residential builders, utilities, road construction companies, rental fleet owners,
landscapers, logistics companies and farmers. The principal factor influencing sales of light construction equipment
is the level of residential and commercial construction, remodeling and renovation, which is influenced by interest
rates and the availability of financing. Other major factors include the construction of light infrastructure, such as
utilities, cabling and piping and maintenance expenditures. The principal use of light construction equipment is to
replace relatively high-cost, slower manual work. Product demand in the United States and Europe has generally
tended to mirror housing starts, but with lags of six to twelve months. In areas where labor is abundant and the
cost of labor is inexpensive relative to other inputs, such as in Africa and Latin America, the light construction
equipment market is generally smaller. These regions represent potential areas of growth for light construction
equipment in the medium to long-term as labor costs rise relative to the cost of equipment.
Equipment rental is a significant element of the construction equipment market. Compared to the United Kingdom
and Japan, where there is an established market for long-term equipment rentals as a result of favorable tax
treatment, the rental market in North America and Western Europe (except for U.K.) consists mainly of short-term
rentals of light construction equipment to individuals or small contractors for which the purchase of equipment is
not cost effective or that need specialized equipment for specific jobs. In North America, the main rental product
has traditionally been the backhoe loader and, in Western Europe, it has been the mini-excavator. As the market has
evolved, a greater variety of light and heavy equipment products have become available to rent. In addition, rental
companies have allowed contractors to rent machines for longer periods instead of purchasing the equipment,
enabling contractors to complete specific job requirements with greater flexibility and cost control. Large, national
rental companies can significantly impact the construction equipment market, with purchase volumes being driven
by their decisions to increase or decrease the sizes of their rental fleets based on rental utilization rates.
Seasonal demand for construction equipment fluctuates somewhat less than for agricultural equipment.
Nevertheless, in North America and Western Europe, housing construction generally slows during the winter
months. North American and European industry retail demand for construction equipment is generally strongest
in the second and fourth quarters.
In markets outside of North America, Western Europe and Japan, equipment demand may also be partially
satisfied by importing used equipment. Used heavy construction equipment from North America may fulfill
demand in the Latin American market and equipment from Western Europe may be sold to Central and Eastern
European, North African and Middle Eastern markets. Used heavy and light equipment from Japan is mostly sold
to other Southeast Asian markets, while used excavators from Japan are sold to almost every other market in
the world. This flow of used equipment is highly influenced by exchange rates, the weight and dimensions of the
equipment and the different local regulations in terms of safety and/or engine emissions.
The construction equipment industry has seen an increase in the use of hydraulic excavators and wheel loaders in
earth-moving and material handling applications. In addition, the light equipment sector has grown as more manual
labor is being replaced on construction sites by machines with a variety of attachments for specialized applications,
such as skid steer loaders, compact track loaders, mini-crawler excavators and telehandlers.
35

General economic conditions, infrastructure spending rates, housing starts, commercial construction and
governmental policies on taxes, spending on roads, utilities and construction projects can have a dramatic effect
on sales of construction equipment.

Commercial Vehicles
Trucks and Commercial Vehicles
The world truck market is generally divided into three segments: light (gross vehicle weight (“GVW”) up to 6
metric tons), medium (GVW 6 to 16 metric tons) and heavy (GVW of 16 metric tons and above). The medium and
heavy-duty trucks segments are characterized by a higher level of engineering specialization due to the technologies
and production systems utilized, while the light-duty segment has many engineering and design characteristics in
common with the automobile industry. In addition, operators of medium and heavy trucks often require vehicles
with a higher degree of customization than the more standardized products that serve the light commercial
vehicle market. Customers generally purchase heavy trucks for one of three primary uses: long distance haulage,
construction haulage and/or distribution.
The regional variation in demand for commercial vehicles is influenced by differing economic conditions, levels of
infrastructure development and geographical region, all of which lead to differing transport requirements.
Medium and heavy truck demand tends to be closely aligned with the general economic cycle and the capital
investment cycle, particularly in more developed markets such as Europe, North America and Japan, as economic
growth provides increased demand for haulage services and an incentive for transporters to invest in higher
capacity vehicles and renew vehicle fleets. The product life cycle for medium and heavy trucks typically covers a
seven to ten-year period.
Although economic cycles have a significant influence on demand for medium and heavy vehicles in emerging
economies, the processes of industrialization and infrastructure development have generally driven long-term
growth trends in these countries. As a country’s economy becomes more industrialized and its infrastructure
develops, transport needs tend to grow in response to increases in production and consumption. Developing
economies, however, tend to display volatility in short-term demand resulting from government intervention,
changes in the availability of financial resources and protectionist trade policies. In developing markets, demand for
medium and heavy trucks increases when it becomes more cost-effective to transport heavier loads, especially as
the infrastructure, primarily roads and bridges, becomes capable of supporting heavier trucks. At the same time,
the need to transport tends to increase in these markets, resulting in increased demand for light vehicles.
Industry forecasts indicate that transportation of goods by road, currently the predominant mode of transport,
will remain so in the future. Demand for services and service-related products, including parts, is a function of the
number of vehicles in use. Although the demand for new commercial vehicles tends to decrease during periods of
economic stagnation or recession, the aftersales market is historically less volatile than the new vehicle market and,
therefore, helps limit the impact of declines in new vehicle sales on the operating results of full-line manufacturers,
such as the Commercial Vehicles segment.
Commercial vehicles markets are subject to intense competition based on initial sales price, cost and
performance of vehicles over their life cycle (i.e., purchase price, operating and maintenance costs and residual
value of the vehicle at the end of its useful life), services and service-related products and the availability
of financing options. High reliability and low variable costs contribute to customer profitability over the life
of the vehicle, and are impor tant factors in an operator’s purchase decision. Additional competitive factors
include the manufacturer’s ability to address customer transpor t requirements, driver safety, comfor t and
brand loyalty through the vehicle design.
Demand for trucks varies seasonally by region and by product class. In Europe, the peak retail demand occurs
in second and fourth quarters due to key fleet customer demands and customer budgetary cycles. In LATAM,
demand is relatively stable throughout the year aside from increased demand for heavy truck products in the first
and fourth quarters from customers who transport foodstuffs. In APAC, sales tend to be higher in the second and
fourth quarters due to local holiday periods.

Buses
The global bus market is organized by mission, from city and intercity transport to tourism purposes, with a
capacity ranging from 7 up to 150 seating/standing passengers. The Iveco Bus (previously Iveco Irisbus) and Heuliez
36 REPORT ON BUSINESS
OPERATIONS OVERVIEW

Bus target markets include urban, intercity buses and long-distance touring coaches. Operators in this industry
include three types of manufacturers: those specialized in providing chassis to bodybuilders, those that build bodies
on chassis produced by third parties, and those like Iveco Bus that produce the entire vehicle.
The principal customers of the bus segment are tour and intercity bus service operators, while the principal
customers of the city bus segment are the transport authorities in urban areas.
Deregulation and privatization of transport services in many markets has favored concentration towards large private
companies operating in one country, in more than one neighboring country or at an international level. Demand has
increased for highly standardized, high-use products for large fleets, with financing and maintenance agreements or
kilometric pricing. Deregulation and privatization have also increased competition between large transport service
companies, raising the level of vehicle use and increasing the choice of brands for operators in the market.
Sales for urban and intercity buses are generally higher in the second half of the year, due to public entities
budgeting processes, tender rules and buses production lead-time.

Powertrain
The dynamics of the industrial powertrain business vary across the different market segments in which the various
propulsion systems are used, and in many cases are particularly influenced by engine emission requirements. For
vehicle and equipment applications, product development is driven by regulatory requirements (i.e., legislation
on emissions and, increasingly, CO2 emissions), as well as the need to reduce total operating costs. This, in turn,
translates into customers seeking more efficient propulsion systems that enable lower total cost of ownership and
higher productivity.
For on-road applications in fully developed markets, where economy and infrastructure drive demand for local
and haulage transportation, light duty engines (below 3.9 liters in displacement) and heavy duty engines (above
8 liters) constitute the majority of demand, while medium duty engines (3.9-8 liters) cover the majority of needs
in developing markets. Demand for heavy engines is driven by general economic conditions, capital investment,
industrialization and infrastructure developments.
In the bus market, engine demand is increasingly influenced by the environmental policies of governments and local
authorities (i.e., requirements for natural gas and hybrid solutions).
For the off-road market, engines in the 50 horsepower (“hp”) to 300 hp output range are dominant in all major
markets worldwide, with demand for high-power engines predominantly in the European and U.S. markets.
Demand for off-road applications in the construction business is driven by general economic factors and the level
of public investment in infrastructure, which affects the need for replacement of old equipment and investment in
more innovative solutions to boost productivity. The demand for off-road applications in the agricultural equipment
business is affected by similar drivers as the construction equipment business, and is also dependent on the level
of net farm income.
We believe that the evolution in emission regulations in Europe, the U.S. and Asia (Euro VI, Stage IV and Tier 4B)
presents an opportunity for Powertrain to gain a competitive advantage through technological solutions developed
for engines and after-treatment systems (such as our High Efficiency SCR technology). The increasing trend among
middle-sized OEMs (Original Equipment Manufacturers) to outsource engine development, as a result of the
significant research and development expenditures required to meet the new emission requirements, presents
an opportunity for Powertrain to increase sales to third party customers. In addition, engine manufacturers
occasionally supplement their available range with certain engines sourced from third party suppliers.
The on-road market has some minimal local fluctuation during the year, tempered by the geographical distribution of
Powertrain’s customer base, while the off-road market usually has a seasonal decline between November and January.

COMPETITION
The industries in which we operate are highly competitive. We believe that we have a number of competitive
strengths that will enable us to improve our position in markets where we are already well established while we
direct additional resources to markets and products with high growth potential.
We compete with: (i) large global full-line suppliers with a presence in every market and a broad range of products
that cover most customer needs, (ii) manufacturers who are product specialists focused on particular industry
37

segments on either a global or regional basis, (iii) regional full-line manufacturers, some of which are expanding
worldwide to build a global presence, and (iv) local, low-cost manufacturers in individual markets, particularly in
emerging markets such as Eastern Europe, India and China.
Our competitive strengths include well-recognized brands, a full range of competitive products and features, and a
strong global presence and distribution and customer service network. There are multiple factors which influence
a buyer’s choice of industrial equipment. These factors include the strength and quality of the distribution network,
brand loyalty, product features and performance, availability of a full product range, the quality and pricing of
products, technological innovations, product availability, financing terms, parts and warranty programs, resale
value and customer service and satisfaction. The ability to meet or exceed applicable emissions standards as they
take effect is also a key competitive factor, particularly in those markets where such standards are the subject of
frequent legislative or regulatory scrutiny and change, such as Europe and North America. We continually seek
to improve in each of these areas, but focus primarily on providing high-quality and high-value products and
supporting those products through our dealer networks. Buyers tend to favor brands based on experience with
the product and the dealer. Customers’ perceptions of product value in terms of productivity, reliability, resale
value and dealer support are formed over many years.
The efficiency of our manufacturing, logistic and scheduling systems are dependent on forecasts of industry
volumes and our anticipated share of industry sales, which is predicated on our ability to compete successfully with
others in the marketplace. We compete on the basis of product performance, customer service, quality and price.
The environment remains competitive from a pricing standpoint, but actions taken to maintain our competitive
position in the current difficult economic environment could result in lower than anticipated price realization.
Our principal competitors in the agricultural equipment market are John Deere, AGCO (including the Massey
Ferguson, Fendt, Valtra and Challenger brands), Claas, the Argo Group (including the Landini, McCormick and
Valpadana brands), the Same Deutz Fahr Group (including the Same, Lamborghini, Hurlimann and Deutz brands)
and Kubota.
Our principal competitors in the construction equipment market are Caterpillar, Komatsu, JCB, Hitachi, Volvo,
Liebherr, Doosan, Kubota and John Deere.
Our principal competitors in the commercial vehicles market are Daimler (including the Mercedes-Benz, Mitsubishi
Fuso, Freightliner, Western Star, Setra and Bharat-Benz (India) brands); Volkswagen (including the MAN and Scania
brands); Paccar (including the DAF, Kenworth, Ken Mex and Peterbilt brands); the Volvo Group (including Volvo,
Renault, MACK and UD Trucks brands); Rosenbauer International AG; Rheinmetall; Oshkosh; Nexter; General
Dynamics; BAE Systems; Caterpillar; and Navistar.
The principal competitors of Powertrain include Cummins, Deutz, Caterpillar, John Deere, Volvo, Weichai, and Isuzu.

PRODUCTS
Agricultural Equipment
Agricultural Equipment’s product lines are sold primarily under the Case IH and New Holland brands and under
the Steyr brand in Europe. Following our acquisition of substantially all of the assets of Miller in November 2014,
certain agricultural equipment products are also sold under the Miller brand, primarily in North America. In order to
capitalize on customer loyalty to dealers and the segment’s brands, relative distribution strengths and historical brand
identities, we sell our agricultural equipment products under the Case IH (and Steyr for tractors in Europe only) and
New Holland brands. We believe that these brands enjoy high levels of brand identification and loyalty among both
customers and dealers.
Although newer generation tractors have a high percentage of common mechanical components, each brand
and product remains differentiated by features, color, interior and exterior styling and model designation. Flagship
products such as row crop tractors and large combine harvesters may have significantly greater differentiation.
Distinctive features that are specific to a particular brand such as the Supersteer ® tractor axle or Twin Rotor
combine threshing technology for New Holland, the Case IH tracked four wheel drive tractor, Quadtrac®, and the
front axle mounted hitch for Steyr remain an important part of each brand’s unique identity.
Our Agricultural Equipment’s product lines include tractors, combine harvesters, hay and forage equipment,
seeding and planting equipment, and sprayers. Our Agricultural Equipment business also specializes in other key
38 REPORT ON BUSINESS
OPERATIONS OVERVIEW

market segments like cotton picker packagers and sugar cane harvesters, where Case IH is a worldwide leader,
and in self-propelled grape harvesters, where New Holland is a worldwide leader. These brands each offer parts
and support services for all of their product lines. Our agricultural equipment is sold with a limited warranty that
typically runs from one (1) to three (3) years.
On November 26, 2014, we completed the acquisition of Miller, a leading manufacturer of precision spraying
equipment that is now part of the New Holland brand, providing a strong platform to grow the self-propelled
sprayer business on a global scale.

Construction Equipment
Construction Equipment’s product lines are sold primarily under the CASE and New Holland Construction
brands. CASE provides a wide range of products on a global scale, including a crawler excavator that utilizes
technology from Sumitomo (S.H.I.) Construction Machinery Co. Ltd. The New Holland Construction brand family
also markets a full product line of construction equipment in most regions.
Construction Equipment products often share common components to achieve economies of scale in
manufacturing, purchasing and development. Construction Equipment differentiates these products based on the
relative product value and volume in areas such as technology, design concept, productivity, product serviceability,
color and styling to preserve the unique identity of each brand.
Heavy construction equipment product lines include crawler and wheeled excavators, wheel loaders, compactors,
graders and dozers for all applications. Light construction equipment product lines include backhoe loaders, skid
steer and tracked loaders, mini and midi excavators, compact wheel loaders and telehandlers. The brands each
offer parts and support services for all of their product lines. Our construction equipment is generally sold with a
limited warranty that typically runs from one (1) to two (2) years.
We continue to evaluate our Construction Equipment business with a view toward increasing efficiencies and
profitability as well as evaluating its strategic alliances to leverage its position in key markets.

Commercial Vehicles
Trucks and Commercial Vehicles (Iveco and Iveco Astra)
Under the Iveco brand, we produce a range of light, medium, and heavy trucks and commercial vehicles for both
on-road and off-road use. Our key products include the Daily, a vehicle that covers the 2.8 – 7 ton vehicle weight
segment, the Eurocargo, a vehicle that covers the 6 – 16 tons market, the Trakker, a vehicle dedicated to off-road,
and the Stralis, a vehicle dedicated to the over 16 tons market. The product offering is complemented by a series
of aftersales and used vehicle assistance services.
Light vehicles include on-road vans and chassis cabs used for short and medium distance transportation and
distribution of goods, and off-road trucks for use in quarries and other work sites. We also offer shuttle vehicles
used by public transportation authorities, tourist operators, hotels and sports clubs and campers for holiday travel.
The medium and heavy vehicles product lines include on-road chassis cabs designed for medium and long
distance hauling and distribution. Medium GVW off-road models are typically used for building roads, winter road
maintenance, construction, transportation, maintenance of power lines and other installations in off-road areas,
civil protection and roadside emergency service. Heavy GVW off-road models are designed to operate in any
climate and on any terrain and are typically used to transport construction plant and materials, transport and mix
concrete, maintain roads in winter and transport exceptionally heavy loads.
We offer ecological diesel and natural gas engines on our entire range of vehicles, developing engines with specific
components and configurations optimized for use with compressed natural gas (“CNG”) and liquefied natural gas
(“LNG”).
Under the Iveco Astra brand, we build vehicles that can enter otherwise inaccessible quarries and mines and move
large quantities of material, such as rock or mud, and perform heavy-duty tasks in extreme climatic conditions.
Our product range for Iveco Astra includes mining and construction vehicles, rigid and articulated dump trucks
and other special vehicles.
39

Buses (Iveco Bus and Heuliez Bus)


Under the Iveco Bus and Heuliez Bus brands, we offer local and Inter-city commuter buses, minibuses, school
buses and tourism coaches. Iveco Bus is one of the major European manufacturers in the passenger transport
sector and is expanding its activities globally. Heuliez Bus produces city buses for public transportation, and is a
leader in France for the urban bus market.

Specialty Vehicles (Magirus and Iveco Defence Vehicles)


Under the Magirus brand, we manufacture vehicles designed to respond to natural disasters and civil emergencies,
such as fires, floods, earthquakes and explosions. Iveco Defence Vehicles develops and manufactures specialized
vehicles for defense missions and civil protection.

Powertrain
Powertrain is dedicated to the design, development, manufacture and sale of engines, transmissions and axles
under the FPT Industrial brand.
Our product range features engines ranging from 2.2 to 20 liters with an output of 42 to 1,006 hp. Our product
portfolio includes engines for buses and for light, medium and heavy commercial vehicles, engines for industrial
machinery including construction, agricultural and irrigation equipment, engines for special-purpose vehicles and
engines for power generation units and marine applications. The range is completed by engine versions which use
alternative fuels, including those running on natural gas and engines compatible with biodiesel up to 20%.
To meet the increasingly strict emission regulations for both on-road (Euro VI and EPA 13) and off-road vehicles
(Stage IV and Tier 4B), Powertrain’s technological solutions strive to provide enhanced results in terms of cost,
packaging and fuel consumption for each segment of the market. For example, Powertrain offers an external
exhaust gas recirculation system combined with a diesel particulate filter for engines up to 205 hp for application
on light commercial vehicles. For heavy-duty commercial applications, Powertrain has developed a high efficiency
selective catalyst reduction system (HI-eSCR), which processes exhaust gases using a catalyzing liquid, lowering
operating and maintenance costs. This unique SCR-only solution is designed to meet required emissions levels
without the cost and bulk of an exhaust gas recirculation valve, and, in particular, for the off-road market, this
solution does not require a diesel particulate filter.
Additionally, Powertrain produces a wide range of manual transmissions for light commercial vehicles, having either
five or six gears, and ranging from 320 to 500 Nm. Our Powertrain segment manufactures a range of axle products
to meet customer requirements, including axle products for commercial vehicles, such as the Daily, and axle products
for heavy mining, construction and specialty vehicles (military and fire-fighting) designed by Commercial Vehicles.

SALES AND DISTRIBUTION


Agricultural Equipment and Construction Equipment
Agricultural Equipment sells and distributes products through approximately 2,600 full-line dealers and distributors
with over 5,600 points of sale. Construction Equipment sells and distributes products through over 500 full-
line dealers and distributors with approximately 1,500 points of sale. Agricultural Equipment and Construction
Equipment dealers are almost all independently owned and operated. Some Agricultural Equipment dealers also
sell construction equipment. In the United States, Canada, Mexico, most of Western Europe, Brazil and Australia,
products are generally distributed directly through the independent dealer network. In the rest of the world,
products are either sold to independent distributors who then resell to dealers, or to importers who have their
own branches to sell retail product to customers. In both cases, the importers/distributors can take advantage of
their size and knowledge of the market to minimize their marketing costs.
Consistent with our brand promotion program, we generally seek to have dealers sell a full range of our products.
Typically, greater market penetration is achieved where each dealer sells the full line of products from only one of
the brands. Although appointing dealers to sell more than one brand is not part of our business model, some joint
dealers exist, either for historic reasons or in limited markets where it is not feasible to have a separate dealer for
each brand. In some cases, dealerships are operated under common ownership but with separate points of sale
for each brand.
40 REPORT ON BUSINESS
OPERATIONS OVERVIEW

In North America and Australia a trade-in of used equipment typically accompanies the sale of new equipment to
end-users. We often provide marketing assistance to our dealers to support the sales of used, trade-in equipment
through subsidized financing incentives, inventory carrying cost defrayment, or other methodologies.
Exclusive, dedicated dealers generally provide a higher level of market penetration. Some dealers may sell
complementary products manufactured by other suppliers in order to complete their product offerings or to
satisfy local demand for a particular specialty application or segment.
A strong dealer network with wide geographic coverage is a critical element in the success of Agricultural Equipment
and Construction Equipment. We work to enhance our dealer network through the expansion of our product
lines and customer services, including enhanced financial services offerings, and an increased focus on dealer
support. To assist dealers in building rewarding relationships with their customers, focused customer satisfaction
programs have been introduced and they are expected to incorporate customer input into the relevant product
development and service delivery processes.
As the equipment rental business becomes a more significant factor in both the agricultural and construction
equipment markets, Agricultural Equipment and Construction Equipment are continuing to support their dealer
network by facilitating sales of equipment to the local, regional and national rental companies through their dealers
as well as by encouraging dealers to develop their own rental activities. A strong dealer service network is required
to maintain the rental equipment, and to help ensure that the equipment remains at peak performance levels
both during its life as rental equipment and afterward when resold into the used equipment market. Agricultural
Equipment and Construction Equipment have launched several programs to support their dealer service and
rental operations, including training, improved dealer standards, financing, and advertising. As the rental market
is a capital-intensive sector and sensitive to cyclical variations, we expand such activities gradually, with special
attention to managing the resale of rental units into the used equipment market by our dealers, who can utilize this
opportunity to improve their customer base and generate additional parts business.
We believe that it is generally more cost-effective to distribute our agricultural and construction equipment
products through independent dealers, although Agricultural Equipment and Construction Equipment maintain
a limited number of company-owned dealerships in some markets. As of December 31, 2015, we operated 2
and 5 company-owned Agricultural Equipment and Construction Equipment dealerships, respectively, primarily
in North America and Europe. We also operate a selective dealer development program in territories with
growth potential but underdeveloped representation by our agricultural and construction equipment brands
that typically involve a transfer of ownership to a qualified operator through a buy-out or private investment
after a few years.

Commercial Vehicles
Commercial Vehicles’ worldwide distribution strategy is based on a network of independent dealers, in addition to
its own dealerships and branches. As of December 31, 2015, Commercial Vehicles had approximately 700 dealers
globally (of which 20 were directly owned by us and 12 were branches). All of these dealers sell spare parts for
the relevant vehicles. Commercial Vehicles bolsters its distribution strategy by offering incentives to its dealers
based on target achievements for sales of new vehicles and parts and providing high quality aftersales services.
A key element of Commercial Vehicles’ growth strategy is its distribution network. In Western Europe, Eastern
Europe and Latin America, continued consolidation of the distribution network is aimed at improving service
to customers, increasing profitability and reducing overall distribution costs. In Africa and the Middle East, the
distribution network is being expanded in order to fully exploit growth in these markets.
In the United Kingdom, Commercial Vehicles is one of the few OEMs that sells trucks and other commercial vehicles
to companies which offer commercial vehicle rental solutions, such as Ryder, Fraikin and Burntree, among others.
In accordance with European legislation, Commercial Vehicles’ dealers have a specific sales territory. Additionally,
European law allows our Commercial Vehicles’ dealers to carry multiple brands.

Powertrain
Powertrain provides propulsion solution products for Agricultural Equipment, Construction Equipment and
Commercial Vehicles. Additionally, Powertrain’s commercial strategy and business model are focused on the
development of a portfolio of medium-to-large OEM customers. Powertrain has entered into long-term supply
agreements with several third party customers.
41

Powertrain has a network of approximately 100 dealers and 900 service points in 100 countries that cover its
entire product range and related market sectors. Large OEMs use their own internal networks to obtain parts
and services for purchased equipment, while small OEMs frequently rely on us for delivery of parts and services
through Powertrain’s worldwide network.

PRICING AND PROMOTION


The retail price of any particular piece of equipment and vehicle is determined by the individual dealer or distributor
and generally depends on market conditions, features, options and, potentially, regulatory requirements. Retail sale
prices may differ from the manufacturer-suggested list prices. We sell equipment and vehicles to our dealers and
distributors at wholesale prices that reflect a discount from the manufacturer-suggested list price. In the ordinary
course of business, we engage in promotional campaigns that may include price incentives or preferential financing
terms with respect to the purchase of certain products in certain areas.
We regularly advertise our products to the community of farmers, builders, transporters and agricultural and
construction contractors, as well as to distributors and dealers in each of our major markets. To reach our target
audience, we use a combination of general media, specialized design and trade magazines, the Internet and direct
mail. We also regularly participate in major international and national trade shows and engage in co-operative
advertising programs with distributors and dealers. The promotion strategy for each brand varies according to the
target customers for that brand.

PARTS AND SERVICES


The quality and timely availability of parts and services are important competitive factors for each of our businesses,
as they are significant elements in overall dealer and customer satisfaction and important considerations in a
customer’s original equipment purchase decision. We supply parts, many of which are proprietary, to support
items in the current product line as well as for products we have sold in the past. In certain markets, we also
offer personalized aftersales customer assistance programs which provide a wide range of modular and flexible
maintenance and repair contracts, as well as warranty extension services, to meet a variety of customers’ needs
and to support the vehicle’s value over time. Many of our products can have economically productive lives of up
to 20 years when properly maintained, and each unit has the potential to produce a long-term parts and services
revenue stream for us and our dealers.
As of December 31, 2015, we operated and administered 59 parts depots worldwide either directly, through a
joint venture, or through arrangements with warehouse service providers. This network includes 11 parts depots
in NAFTA, 21 in EMEA, 5 in LATAM, and 22 in APAC. The network includes 35 parts depots that support
Agricultural Equipment, 26 that support Construction Equipment, 23 that support Commercial Vehicles and 4 that
support Powertrain. These depots supply parts to dealers and distributors, which are responsible for sales to retail
customers. Our parts depots and parts delivery systems provide customers with access to substantially all of the
parts required to support our products.
In December 2009, we formed a 50/50 joint venture, CNH Reman LLC, with a third party for full-scale
remanufacturing and service operations in the United States. CNH Reman LLC primarily remanufactures engine,
engine components, driveline, hydraulic, rotating electrical and electronic products. The joint venture is primarily
focused on serving the North American agricultural and construction equipment industries. Remanufacturing is a
way to support sustainable development and gives customers the opportunity to purchase high quality replacement
assemblies and components at reduced prices.
As of December 31, 2015, Commercial Vehicles had over 4,800 service outlets. In addition to Commercial
Vehicles standard one-year full vehicle warranty and two-year powertrain warranty, which are extended in certain
jurisdictions including the United Kingdom and Germany to match competitors’ practices, Commercial Vehicles
offers personalized aftersales customer assistance programs.
42 REPORT ON BUSINESS
OPERATIONS OVERVIEW

JOINT VENTURES
As part of a strategy to enter and expand in new markets, we are also involved in several commercial and/or
manufacturing joint ventures, including the following:
in Japan, we own 50.0% of New Holland HFT Japan Inc. (“HFT”), which distributes its products in Japan. HFT
imports and sells the full range of New Holland agricultural equipment;
in Pakistan, we own 43.2% of Al Ghazi Tractors Ltd., which manufactures and distributes New Holland tractors;
in Turkey, we own 37.5% of Turk Traktor ve Ziraat Makineleri A.S., which manufactures and distributes various
models of both New Holland and Case IH tractors;
in Mexico, we own 50.0% of CNH de Mexico S.A. de C.V., which manufactures New Holland agricultural
equipment and distributes our agricultural equipment through one or more of its wholly-owned subsidiaries;
in China, we own 50.0% of Naveco (Nanjing Iveco Motor Co.) Ltd., a company that manufactures light and
medium trucks and other commercial vehicles in China;
in China, we own 33.5% of SAIC Iveco Hongyan Commercial Vehicle (“SIH”), which designs, produces and sells
heavy vehicles;
in China, we control 60.0% of SAIC Fiat Powertrain Hongyan Ltd (“SFH”), a manufacturing company located
in Chongqing, which produces diesel engines under license from us to be sold in the Chinese market (mainly to
SIH) and to be exported to Europe, the U.S. and Latin America; and
in South Africa, we own 60.0% of Iveco South Africa Works (Pty) Ltd., which manufactures medium and heavy
duty commercial vehicles and buses.

FINANCIAL SERVICES
Financial Services offers a range of financial products and services to dealers and customers in the various regions
in which it operates. The principal products offered are retail financing for the purchase or lease of new and used
equipment and vehicles and wholesale financing to dealers. Wholesale financing consists primarily of floor plan
financing and allows dealers to purchase and maintain a representative inventory of products. Financial Services
also provides financing to dealers for equipment used in dealer owned rental yards, parts inventory, working capital
and other financing needs. Additionally, Financial Services purchases equipment and vehicles from dealers that
are leased to retail customers under operating lease agreements. As a captive finance business, Financial Services
is reliant on the operations of Agricultural Equipment, Construction Equipment and Commercial Vehicles, their
dealers, and customers.
Financial Services supports the growth of Industrial Activities sales and builds dealer and customer loyalty. Financial
Services’ strategy is to grow a core financing business to support the sale of our equipment and vehicles by improving
its portfolio credit quality, service levels, operational effectiveness and customer satisfaction. The segment works
to develop and structure financial products with the objective of increasing equipment and vehicle sales as well as
profitability. Financial Services also offers products to finance third party equipment and vehicles sold through our
dealer network or within our core businesses. Financed third party equipment and vehicles include used equipment
and vehicles taken in trade on our products or equipment used in conjunction with or attached to our products.
In North America, Financial Services’ activity is carried out through our wholly-owned financial services companies
that support sales through dealer and customer financing, as well as operating leases.
CNH Industrial Capital Europe S.a.S., a joint venture with BNP Paribas Group (49.9% owned by CNH Industrial
N.V. and accounted for under the equity method) is the captive finance company for CNH Industrial’s current
retail businesses in major European countries. It operates in Italy, France, Germany, Belgium, the Netherlands,
Luxembourg, the U.K., Spain, Poland and Austria. Agricultural Equipment and Construction Equipment’s vendor
programs with banking partners are also in place in France, Portugal, Denmark and Poland. Dealer financing and
customer financing activities not managed by the joint venture with BNP Paribas or the vendor programs are
managed through our captive financial services subsidiaries.
In Spain, financial services related to Commercial Vehicles are managed through Transolver Finance Establecimiento
Financiero de Credito S.A., a joint venture with the Santander Group (50% owned by CNH Industrial N.V. and
accounted for under the equity method) which offers retail and dealer financing services.
43

In Eastern Europe, financial services for customers of Commercial Vehicles are managed by fully consolidated
captive financial services companies.
In Brazil, our captive financial services company, Banco CNH Industrial Capital S.A. (“Banco CNH Capital”),
offers both dealer and customer financing for customers of Agricultural Equipment, Construction Equipment
and Commercial Vehicles. For customer financing, Banco CNH Capital mainly serves as intermediary for funding
provided by BNDES, a federally-owned financial institution linked to the Brazilian Ministry of Development,
Industry and Foreign Trade. Vendor programs offered jointly with banking partners are also in place.
In Australia, Agricultural Equipment, Construction Equipment and Commercial Vehicles offer dealer and end-
customer financing through a captive financial services company.
In China, financial services are provided through various vendor programs.

Customer Financing
Financial Services has certain retail underwriting and portfolio management policies and procedures that are
specific to Agricultural Equipment, Construction Equipment and Commercial Vehicles. This distinction allows the
Financial Services segment to reduce risk by deploying industry-specific expertise in each of these businesses. We
provide retail financial products primarily through our dealers, who are trained in the use of the various financial
products. Dedicated credit analysis teams perform retail credit underwriting. The terms for financing equipment
and vehicle retail sales typically provide for retention of a security interest in the equipment or vehicles financed.
Financial Services’ guidelines for minimum down payments for equipment and vehicles generally range from 5% to
30% of the actual sales price, depending on equipment types, repayment terms and customer credit quality. Finance
charges are sometimes waived for specified periods or reduced on certain equipment sold or leased in advance of
the season of use or in connection with other sales promotions. Financial Services generally receives compensation
from Agricultural Equipment, Construction Equipment or Commercial Vehicles equal to a competitive interest
rate for periods during which finance charges are waived or reduced on the retail notes or leases. The cost is
accounted for as a deduction in arriving at net sales for the applicable segment.

Dealer Financing
Financial Services provides wholesale floor plan financing for nearly all of our dealers, which allows them to acquire
and maintain a representative inventory of products. Financial Services also provides some working capital and
real estate loans on a limited basis. For floor plan financing, Financial Services generally provides a fixed period of
“interest free” financing to the dealers. This practice helps to level fluctuations in factory demand and provides a
buffer from the impact of sales seasonality. After the “interest-free” period, if the equipment or vehicles remain
in dealer inventory, the dealer pays interest costs. Financial Services generally receives compensation from the
applicable Industrial Activities business equal to a competitive interest rate for the “interest-free” period.
A wholesale underwriting group reviews dealer financial information and payment performance to establish credit
lines for each dealer. In setting these credit lines, Financial Services seeks to meet the reasonable requirements
of each dealer while managing its exposure to any one dealer. The credit lines are secured by the equipment or
vehicles financed. Dealer credit agreements generally include a requirement to repay the particular loan at the
time of the retail sale. Financial Services employees or third party contractors conduct periodic stock audits at each
dealership to confirm that the financed equipment or vehicle is still in inventory. These audits are unannounced
and the frequency of these audits varies by dealer and depends on the dealer’s financial strength, payment history
and prior performance.

Sources of Funding
The long-term profitability of Financial Services’ activities largely depends on the cyclical nature of the industries in
which we operate, interest rate volatility and the ability to access funding on competitive terms. Financial Services
funds its operations and lending activity through a combination of term receivable securitizations, committed
asset-backed and unsecured facilities, secured and unsecured borrowings, affiliated financing and retained earnings.
We will continue to evaluate alternative funding sources to help ensure that Financial Services maintains access to
capital on favorable terms in support of its business, including through new funding arrangements, joint venture
opportunities, vendor programs or a combination of the foregoing.
44 REPORT ON BUSINESS
OPERATIONS OVERVIEW

Financial Services has periodically accessed the public financial markets and ABS markets in the United States,
Canada and Australia, as part of its wholesale and retail financing programs when those markets offer funding
opportunities on competitive terms. Financial Services’ ability to access these markets will depend, in part, upon
general economic conditions, legislative changes and the segment’s financial condition and portfolio performance.
These factors can be negatively affected by cyclical swings in the industries in which we operate.

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

LEGAL PROCEEDINGS
As a global company with a diverse business portfolio, we are exposed to numerous legal risks, including dealer
and supplier litigation, intellectual property right disputes, product warranty and defective product claims, product
performance, asbestos, personal injury, emissions and/or fuel economy and contractual issues and environmental
claims that arise in the ordinary course of our business. The most significant of these matters are described in Note 30
“Commitments and contingencies” to the Consolidated Financial Statements for the year ended December 31, 2015.
The outcome of any current or future proceedings cannot be predicted with certainty. It is therefore possible that
legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers’ compensation
payments and could affect our financial position and results of operations.
Although the ultimate outcome of legal matters pending against us and our subsidiaries cannot be predicted,
management believes the reasonable possible range of losses for these unresolved legal actions in addition to the
amounts accrued would not have a material effect on our Consolidated Financial Statements.
Starting January 2011, Iveco S.p.A., our wholly-owned subsidiary, and certain of its competitors have been subject
to an investigation being conducted by the European Commission (the “Commission”) into certain business
practices of the leading manufacturers of trucks and commercial vehicles in the European Union in relation to
possible anti-competitive behavior.
On November 20, 2014, we received a Statement of Objections from the Commission alleging that Iveco S.p.A.
and other companies in the heavy and medium truck industry had breached EU antitrust rules. The Commission
indicated that it would seek to impose significant fines on the manufacturers. The Statement of Objections is a
formal step in the Commission’s investigative process and details the Commission’s preliminary view of the conduct
of the companies involved.
The Statement of Objections is not a final decision and, as such, it does not prejudice the final outcome of the
proceedings. Under the applicable procedural rules, the Commission will review the manufacturers’ responses
before issuing a decision and any decision would be subject to further appeals.
We are evaluating the Statement of Objections and the documents on the Commission’s case file, and intend
to issue our response to the Commission in due course and to avail ourselves of any opportunity allowed by
the procedure to clarify our position in this matter. Given the numerous uncertainties in the next stages of the
investigation, we are unable to predict the outcome or to estimate any potential fine at this time.

INSURANCE
We maintain insurance with third party insurers to cover various risks arising from our business activities including,
but not limited to, risk of loss or damage to our assets or facilities, business interruption losses, general liability,
automobile liability, product liability and directors and officers liability insurance. We believe that we maintain
insurance coverage that is customary in our industry. We use a broker that is a subsidiary of FCA to place a portion
of our insurance coverage.
45

PLANTS AND MANUFACTURING PROCESSES


As of December 31, 2015, we owned 64 manufacturing facilities. We also own other significant properties including
spare parts centers, research laboratories, test tracks, warehouses and office buildings.
A number of our manufacturing facilities (land and industrial buildings) are subject to mortgages and other security
interests granted to secure indebtedness to certain financial institutions. The carrying amount of these assets was
approximately $81 million and $93 million at December 31, 2015 and 2014, respectively.
We make capital expenditures in the regions in which we operate principally related to initiatives to introduce
new products, enhance manufacturing efficiency and improve capacity, and for maintenance and engineering. In
2015, our total capital expenditures in long-lived assets, excluding assets sold with buy-back commitments and
equipment on operating leases, were $1,116 million of which 59% was spent in EMEA, 21% in NAFTA, 11% in
LATAM and 9% in APAC. These capital expenditures were funded through a combination of cash generated from
operating activities and borrowings under short-term facilities. In 2014, our total capital expenditures were $1,698
million. The decrease in capital expenditures in 2015 from 2014 is primarily related to the investment cycles of our
products and reduction in discretionary spending.
The following table provides information about our significant manufacturing and engineering facilities as of
December 31, 2015:

Approximate
Covered Area
Location Primary Functions (Sqm/000)
Italy
S. Mauro Excavators; R&D center 57
Modena Components (Agricultural Equipment and Construction Equipment) 102
S. Matteo R&D center (Agricultural Equipment) 51
Jesi Tractors 77
Lecce Construction Equipment; R&D center 130
Piacenza Quarry and construction vehicles; R&D center 63
Brescia Medium vehicles, cabs, chassis; R&D center 275
Suzzara Light vehicles; R&D center 185
Brescia Firefighting vehicles; R&D center 28
Bolzano Defense vehicles; R&D center 81
Pregnana Milanese Diesel engines 31
Torino R&D center (Commercial Vehicles) 100
Torino R&D center (Powertrain) 28
Torino Diesel engines 142
Torino Transmissions and axles 239
Foggia Diesel engines; drive shafts 151
United States
New Holland Agricultural Equipment; R&D center 104
Grand Island Agricultural Equipment, tractors and combines 128
Benson Sprayers, cotton pickers; R&D center 41
Burlington Backhoe loaders, forklift trucks; R&D center 91
Fargo Tractors, wheeled loaders; R&D center 88
Goodfield Soil management equipment; R&D center 39
Racine Tractors, transmissions 105
Mt. Joy R&D center (Agricultural Equipment) 11
Wichita Skid steer loaders; R&D center 46
Burr Ridge (Hinsdale) R&D center (Agricultural Equipment, Construction Equipment and Diesel engines) 43
St. Nazianz Sprayers 24
France
Coex Grape Harvesters; R&D center 26
Croix Cabins (Agricultural Equipment) 12
Tracy-Le-Mont Hydraulic cylinders (Agricultural Equipment and Construction Equipment) 16
Annonay Buses; R&D center 137
Venissieux R&D center (Commercial Vehicles) 11
Rorthais Buses; R&D center 29
Fourchambault Engines 22
Bourbon Lancy Diesel engines; R&D center 102
Fecamp Diesel engines 25
46 REPORT ON BUSINESS
OPERATIONS OVERVIEW

Approximate
Covered Area
Location Primary Functions (Sqm/000)
Brazil
Belo Horizonte Construction Equipment; R&D center 70
Curitiba Combines and tractors; R&D center 103
Piracicaba Sugar cane harvesters; R&D center 12
Sorocaba Crawler loaders, backhoe loaders, excavators, Agricultural Equipment; R&D Center 160
Sete Lagoas Heavy and light vehicles, defense vehicles; R&D center 119
Sete Lagoas Engines; R&D center 14
Germany
Berlin (*) Construction Equipment; R&D center 59
Ulm Firefighting vehicles; R&D center 35
Ulm R&D center (Commercial Vehicles) 144
China
Harbin Combines, tractors, balers; R&D center 250
Chongqing Diesel Engine; R&D centers 76
Foshan Sugar cane harvesters 11
Urumqi Cotton pickers 11
Argentina
Cordoba Diesel engines 20
Ferreira Trucks and buses 44
Cordoba Agricultural Equipment, tractors and combines 30
Belgium
Antwerp Components (Agricultural Equipment) 79
Zedelgem Tractors and combines, Agricultural Equipment; R&D center 159
Spain
Madrid Heavy vehicles; R&D center 134
Valladolid Light vehicles 74
India
Pithampur Backhoe loaders, earth compactors 29
Noida Tractors; R&D center 82
Others
Basildon (U.K.) Tractors; R&D center 129
Plock (Poland) Combines; R&D center 95
Saskatoon (Canada) Agricultural Equipment (sprayers, seeders); R&D Center 61
Dandenong (Australia) Trucks; R&D center 42
St. Valentin (Austria) Tractors; R&D center 56
Vysoke Myto (Czech Republic) Buses; R&D center 122
Queretaro (Mexico) Components (Agricultural Equipment and Construction Equipment) 15
Naberezhnye Chelny (Russia) Agricultural Equipment 50
La Victoria (Venezuela) Assembly of light and heavy vehicles and buses 56
Rosslyn (South Africa) Trucks and buses 55
Arbon (Switzerland) R&D (Powertrain) 6

(*) Expected to be closed in 2016.

World Class Manufacturing


In striving to consolidate and maintain high standards of excellence in its manufacturing systems, CNH Industrial applies
principles of World Class Manufacturing (“WCM”), the innovative program for continuous improvement that encompasses
the most effective manufacturing methodologies. These include: Total Quality Control (“TQC”), Total Productive
Maintenance (“TPM”), Total Industrial Engineering (“TIE”), and Just In Time (“JIT”). Applying rigorous methods and
procedures WCM aims to eliminate all types of waste and loss, including zero injuries, zero defects, zero breakdowns,
zero waste, reduced inventories, and punctual delivery of parts by suppliers to plants, and thereafter to dealers and end
users. The WCM system is applied to all departments, embracing numerous topics including safety in the workplace, the
environment, quality, logistics, in-house and specialist maintenance, human resources, and process and product engineering
(involving the reorganization of work stations, the installation of new machinery, and new product launches). Actions for
continuous improvement are driven by the Cost Deployment pillar, which precisely identifies all plant wastes and losses,
guides the activities of the corporate functions in charge of containing and eliminating the sources of waste, evaluates project
feasibility, and assesses and certifies the results achieved by carefully monitoring specific performance indicators.
47

One of the main features of WCM is the way it incentivizes employees to engage and take responsibility, contributing
directly to process optimization through a consistent system for collecting suggestions. This allows individuals to
acquire and develop skills and good practices that are then shared across plants, forming a network of expertise
and knowledge at the service of the Group. In 2015, about 422 thousand suggestions were collected across the
plants where WCM principles are applied, with an average of 11.5 per employee. The projects implemented in
2015 within WCM generated savings of $174.4 million.
Each pillar involves a seven-step approach and auditing process, culminating in several awards (bronze, silver, gold, and
world class). In December 2015, 54 plants were participating in the program, involving 83% of Group’s plants and 98% of
revenues from sales of products manufactured in Group’s plants; 21 of them received bronze awards and 10 received silver
awards (Bourbon-Lancy, Brescia, Contagem, Foggia, Madrid, Sankt Valentin, Saskatoon, Suzzara, Torino - transmissions and
axles - and Valladolid).

Environmental impacts of manufacturing processes


The Group’s manufacturing facilities are subject to a variety of laws designed to protect the environment, particularly
with respect to solid and liquid wastes, air emissions, energy usage and water consumption. CNH Industrial is
committed to continuously improving the environmental performance of its manufacturing processes, beyond the
requirements of legislation, adopting the best technologies available and acting responsibly to preserve natural
resources and to fight climate change. Environmental protection at CNH Industrial is focused on prevention,
conservation, information and people engagement, thus facilitating long-term management. CNH Industrial
principles are included in its Environmental Policy that describe the short, medium, and long-term commitments
toward the responsible management of the environmental aspects, such as: energy, natural resources, raw
materials, hazardous substances, polluting emissions, waste, natural habitats and biodiversity.
These aspects are included in the environmental management system and energy management system of CNH
Industrial and in the environmental pillar of World Class Manufacturing; the systems require compliance with
guidelines, procedures, and operating instructions, and regular internal audits and reviews by management.
This dual approach enables the effective management of all environmental aspects, the adequate evaluation of
outcomes and the achievement of challenging targets set within the Sustainability Plan.
Receipt of a certification for environmental or energy management confirms that an organization has a system
capable of keeping the impacts of its operations under control, and that it systematically seeks to improve this
system in a way that is coherent, effective and, above all, sustainable. The participation in the ISO 14001 and ISO
50001 certification process is on a voluntary basis. As of December 31, 2015, 55 plants were ISO 14001 certified,
while energy management system according to ISO 50001 was rolled out to 44 plants, representing about 96%
of energy consumption.
Consolidated monitoring and reporting systems are used to keep track of environmental performance, measure
the effectiveness of actions taken to achieve targets, and plan new initiatives for continuous improvement, through
the management of appropriate Key Performance Indicators (KPIs). These indicators can be analyzed at different
aggregate levels (plant, segment, Region, or Group), which allows for the simultaneous and parallel engagement of
different Corporate functions at various levels to meet targets.
In 2015, the main environmental KPIs maintained the positive trend recorded in recent years, in line with the 2018
targets, reconfirming CNH Industrial’s significant commitment to environmental protection.

2018 Target
Environmental and energy performance(1) (vs. 2014) (%) 2015/2014 (%) 2015 2014(2)
Energy consumption (GJ per hour of production) -6.5 -1.9 0.1206 0.1229
CO2 emissions (tons per hour of production) -7.5 -3.8 0.0076 0.0079
Electric energy consumption from renewable sources (%) (3)
0.6 47.8 47.5
VOC emissions (g/m2) -7 -4.5 41.4 43.4
Water withdrawals (m3 per hour of production) -3 7.6 0.106 0.098
Hazardous waste generation (kg per hour of production) -9 -7.4 0.37 0.40

(1) Environmental performance relates to 57 fully consolidated plants, representing 99% of revenues from sales of products manufactured in Group’s
plants. Energy performance relates to 55 fully consolidated plants, representing 97% of revenues from sales of products manufactured in Group’s
plants.
CO2 emissions were calculated according to GHG Protocol standards, implemented through CNH Industrial guidelines, whereas the indirect
emissions associated with energy production emission factors were calculated as per the standards published in November 2015 by the International
Energy Agency.
The hours of production refer to the number of manufacturing hours, defined as hours of presence of hourly employees within the manufacturing
scope required to manufacture a product
(2) Figures have been recast following the adoption of a new definition of hours of production.
(3) 50% of electric energy consumption derived from renewable sources by 2020.
48 REPORT ON BUSINESS
OPERATIONS OVERVIEW

CNH Industrial’s expenditure on environmental protection measures totaled approximately $37 million in 2015 and
included: $26 million on waste disposal and emissions treatment and $11 million for prevention and environmental
management. Investment to improve energy performance represented 8% of the total energy expenditure and
led to a reduction of more than 290 thousand GJ in energy consumed for the year and 18 thousand tons of CO2.
Numerous initiatives were rolled out in 2015 to optimize environmental and energy management. A major
intervention to reduce environmental impact was undertaken at the plant in Suzzara (Italy). The production of
hazardous waste generated in the painting process was significantly reduced through two initiatives. The first
involved optimizing the system of feeding the product used to protect the vehicle’s underbody, which reduced
waste by about 16 tons and led to savings of more than $22 thousand per year. The second involved modifying
the system for storing the big bags used to hold paint sludge, leading to improved filtration, thus reducing waste
by about 15 tons and saving about $22 thousand per year. As regards energy management, in 2015, the plant
in Valladolid (Spain) undertook several initiatives aimed at recovering heat energy from the painting process.
During the first phase of the project, three air-to-water heat exchangers were installed for the three paint oven
afterburners: this allows heat to be recovered from the process, which otherwise would be dispersed into the
atmosphere, as well as the complete shutdown of the boiler, needed to heat the paint tanks, during oven switch-
on. During the second phase of the project, implemented in 2015, an absorption chiller was installed, able to
recover the remaining excess heat from the heat exchangers to produce cold water for the cooling circuit for the
adjacent body assembly line. The annual savings of approximately $100 thousand from installing the chiller has
reduced the payback period to about two years, and reduced CO2 emissions by 230 tons per year.

SUPPLIERS
CNH Industrial adopts a responsible approach to the management of its supply chain, establishing relationships
that go beyond commercial transactions, fostering long-lasting and mutually satisfying collaborations with qualified
partners that share the Group’s principles. In 2015, CNH Industrial has adopted the Supplier Code of Conduct
(that replaces the Sustainability Guidelines for Suppliers) that provides the framework for responsible supply chain
management. In addition to compliance with local legislation, the Supplier Code of Conduct calls for observance
of human rights and working conditions, respect for the environment and business ethics. All suppliers carrying
on business with CNH Industrial are deemed to agree and accept the contents of the Supplier Code of Conduct
and such agreement and acceptance is evidenced by the supplier continuing to do business with CNH Industrial.
At December 31, 2015, CNH Industrial had approximately 5,380 global direct suppliers, focusing the relationships
on quality improvement, cost reduction, product innovation and production flexibility.
CNH Industrial’s standards of environmental and social responsibility have been fully integrated into its supply
chain management. Supplier selection is an operational phase of the procurement process and is regulated by
specific procedures. It is based not only on the quality and competitiveness of their products and services, but also
on their compliance with CNH Industrial’s social, ethical and environmental principles. The assessment process
is built on objective criteria and tools aimed at ensuring fairness and equal opportunities for all parties involved.
Furthermore, in order to assess whether suppliers meet the sustainability standards set by CNH Industrial and,
where necessary, take steps towards improvement and realignment, a monitoring process has been designed and
implemented. During the first step of the process, suppliers are requested to assess their policies and practices
on sustainability through a questionnaire, mainly focused on the following issues: human rights, environment,
compliance and ethics, diversity, health and safety. The questionnaires are analyzed and used to perform a risk
assessment, which allows identifying critical suppliers whose compliance with sustainability criteria requires
assessment, through follow-up on-site audits. The audits are performed at suppliers’ plants by either CNH Industrial
Supplier Quality Engineers (SQEs) or independent external auditors. In 2015, 323 suppliers were assessed through
the questionnaire and 65 audits were performed worldwide. The analysis of the results highlighted the widespread
implementation of sustainability initiatives, with a significant number of suppliers adopting their own social and
environmental systems, setting specific targets and drafting periodic reports. In some cases, corrective action plans
for areas in need of improvement were formulated in collaboration with suppliers; they are monitored via follow-
ups between supplier and auditor. The monitoring process is considered also a way to promote the continuous
improvement along the supply chain.
49

In line with previous years, several initiatives continued to promote the exchange of ideas and information, including
Technology Days (8 events organized in 2015) attended by approximately 600 people where suppliers that are
industry-leaders in innovation, technology and quality discussed specific topics and shared information on recent
technological developments. Moreover, Supplier Advisory Councils were organized in all the regions. The Councils
are intended to promote the exchange of information and opinions with leading suppliers that account for a
significant percentage of the value of annual purchases in each region and for each segment.
Other initiatives were in place to incentivize supplier innovation such as the Supplier Performance (Su.Per) program,
that encourages suppliers to be proactive by sharing the economic benefits generated by innovative methods and
technologies that they have proposed. In 2015, 2 suppliers benefited from this program and 3 supplier proposals
were implemented, generating economic benefits in favor of suppliers valued approximately $300 thousand.
Continuous improvement is also seen in World Class Manufacturing (WCM) Purchasing, which has continued
providing its advice to suppliers intending to implement the WCM system. During the year, WCM was implemented
at additional supplier plants, reaching a total of 154 supplier sites. This means they now apply what is considered
to be one of the world’s leading set of manufacturing standards.
In addition, another important supplier engagement activity carried out in 2015 concerning the mitigation of
environmental impacts was the CDP Supply Chain initiative. In keeping with the previous year, more than 150
suppliers were selected to fill out the CDP questionnaire, in order to get a clear picture of their strategies to tackle
climate change and of their current, or still to be implemented, initiatives to reduce CO2 emissions.
50 REPORT ON RESEARCH
OPERATIONS AND DEVELOPMENT

RESEARCH AND DEVELOPMENT


In a continuously and rapidly changing competitive environment, CNH Industrial’s research activities are a vital component in its strategic
development.
Research and development times are reduced, where possible, to accelerate time-to-market, while taking advantage of specialization and
experience in different markets. Technical and operational synergies and rapid technical communication form the basis of our research and
development process. CNH Industrial’s innovation process consists of a series of clear-cut steps, from the evaluation of innovative concepts
up to the final step before product development. CNH Industrial believes innovation is essential to offering customers highly technological,
eco-friendly, safe, and ergonomic products with a low Total Cost of Ownership (TCO). In this spirit, research activities focus primarily on
the development of products that can: reduce polluting emissions; optimize energy consumption and efficiency; use alternative fuels; adopt
alternative traction systems; incorporate advanced telematics systems and ensure safe use.
The following table shows the number of collaborative research projects in which CNH Industrial was involved during 2015 and 2014:
(number) 2015 2014
Reduction of polluting emissions 7 6
Optimization of consumption and energy efficiency 20 30
Alternative fuels 7 3
Alternative propulsion systems 10 2
Telematic systems 5 -
Others 36 40
Total 85 81

CNH Industrial considers participation in external working groups and research projects strategically important in developing know-how and
promoting the active exchange of ideas. In addition to long-standing collaborations with the University of Turin, Turin Polytechnic and Milan
Polytechnic in Italy, the CNH Industrial brands also work with approximately 40 other universities in North America (USA and Canada),
Europe (Italy, Spain, Germany and Belgium), Latin America (Brazil) and Asia (Australia) to further enhance their activities in innovation.
The following table shows the number of research and development scientific collaborations in which CNH Industrial was involved during
2015 and 2014:
(number) 2015 2014
Universities 43 41
Research Centers 23 9
Total 66 50

In 2015, our expenditure on research and development (including capitalized development costs and costs charged directly to operations
during the year) totaled $877 million, or 3.5% of net revenues from Industrial Activities.
Research and development activities involved approximately 6,000 employees at 50 sites around the world of which approximately 800
employees at 9 site in emerging countries(1).
The following table shows the our total research and development expenditures, including capitalized development costs and costs charged
directly to operations during the year, by segment for the years ended December 31, 2015 and 2014:
($ million) 2015 2014
Agricultural Equipment 395 519
Construction Equipment 93 130
Commercial Vehicles 285 350
Powertrain 104 123
Eliminations and Other - -
Total of Industrial Activities 877 1,122
Financial Services - -
Eliminations - -
Total for the Group 877 1,122

We own a significant number of patents, trade secrets, licenses and trademarks related to our products and services, and that number is
expected to grow as our research and development activities continue. At year end, we had 7,719 active patents, including 847 new patents
registered during the year (in addition to 3,519 applications pending). We file patent applications in Europe, the United States and around the
world to protect technology and improvements considered important to the business. Certain trademarks contribute to our identity and the
recognition of our products and services are an integral part of our business, and their loss could have a material adverse effect on us.

(1)
Emerging Markets are defined as low, lower-middle, or upper-middle income countries as per the 2015 World Bank list of economies.
HUMAN REPORT ON 51
RESOURCES OPERATIONS

HUMAN RESOURCES
EMPLOYEES
CNH Industrial’s business is, by its nature, labor intensive and this is reflected in the high number of hourly employees the Group employs. A
large number of hourly employees are based in European countries. In particular, 27% of our total employees are based in Italy.
The following tables show the breakdown of the number of employees by segment and by region at December 31, 2015 and 2014:
(number) 2015 2014
Agricultural Equipment 24,494 27,322
Construction Equipment 5,695 6,431
Commercial Vehicles 24,783 25,881
Powertrain 8,163 8,295
Other Activities 140 114
Total of Industrial Activities 63,275 68,043
Financial Services 1,116 1,164
Total 64,391 69,207

(number) 2015 2014


EMEA 40,801 41,756
NAFTA 10,022 11,647
LATAM 8,812 10,485
APAC 4,756 5,319
Total 64,391 69,207

As of December 31, 2015, CNH Industrial had 64,391 employees, a decrease of 4,816 from the 69,207 figure at year-end 2014. The
change was mainly attributable to the difference between new hires (approximately 3,800) and departures (approximately 8,400) during
the year. A further reduction of approximately 200 employees was due to changes of the scope of the operations, which mainly included
approximately 300 employees as a consequence of the transfer of the Irisbus plant in Valle Ufita, Avellino (Italy), effective January 1,
2015, to an external entrepreneur in the framework of a transfer of undertaking, partially offset by insourcing of accounting activities
from FCA in EMEA and material handling activities in LATAM. Excluding the scope of the operations, the change compared to year-end
2014 is mainly attributable to: (i) the reduction in the manufacturing workforce, including actions put in place by CNH Industrial to
face the significant decrease in volumes for Agricultural Equipment (primarily in NAFTA and LATAM), and for Commercial Vehicles and
Construction Equipment (primarily in LATAM); (ii) reductions of salaried employees in selling, general and administrative costs and business
support costs in all regions, as a result of the transition to CNH Industrial’s regional structure; and (iii) the closure of Shanghai New Holland
Agricultural Machinery Corporation Limited, a 60% owned joint venture.
One of CNH Industrial’s key challenges is the need to grow and adapt to a constantly changing environment. The Group realizes that the
nature of today’s socio-economic context calls for leaders with the ability to evolve. A solid people management process is the key to
success, as it includes employees in the Group’s business goals, takes advantage of employee talent and fuels workforce motivation. CNH
Industrial is committed to supporting its employees with development opportunities and recognizing and rewarding their achievements and
contribution to business results. In 2015 CNH Industrial spent more than $4.5 million on employee training.
As stated in CNH Industrial’s Code of Conduct, occupational health and safety is an employee’s fundamental right and a key part of CNH
Industrial’s sustainability model. Safety management engages all employees in creating a culture of accident prevention and risk awareness,
sharing common occupational health and safety ethical principles to achieve improvement targets. One of the initiatives developed by
CNH Industrial is an effective health and safety management system which conforms to OHSAS 18001 standards. As demonstration of
its commitment in this area, 55 plants around the world are OHSAS 18001 certified. In 2015, approximately $84 million was spent on
improving health and safety protection. The investments in health and safety allowed saving on the insurance premiums paid to the Italian
National Institute for Insurance against Accidents at Work (INAIL) for a total of over $6.4 million in 2015. To achieve the challenging targets
that the Group has set, all employees are involved in informational activities and in classrooms and hands-on training consistent with their
roles and responsibilities. CNH Industrial provided approximately 214,000 hours of training on occupational health and safety in 2015. More
than 38,000 employees were engaged in training on the job activities on occupational health and safety, 80% of whom were hourly. Owing
to the Group’s many initiatives, the overall frequency rate in 2015 was 0.23 injuries per 100,000 hours worked, a 9% drop compared to
the previous year.
52 REPORT ON HUMAN
OPERATIONS RESOURCES

COLLECTIVE BARGAINING
In the United States, unions represent a small portion of our production and maintenance employees. The
collective bargaining agreement with the United Automobile, Aerospace and Agricultural Implement Workers of
America, which represents approximately 1,000 of the hourly production and maintenance employees, continues
through April 2016. Our contract with the International Association of Machinists and Aerospace Workers, which
represents approximately 430 of our employees in Fargo, North Dakota, expires in April 2018.
In Europe, most employees are covered by collective labor agreements (“CLAs”) stipulated either by a CNH
Industrial subsidiary or by the employer association for the specific industry to which the CNH Industrial subsidiary
belongs.
In 2015, in Italy, we renewed the CLA covering all CNH Industrial employees, excluding managers (approximately
17,300 employees). The Italy CLA covers pay and employment conditions in Italy and provides our Italian employees
with a bonus opportunity tied to the achievement of productivity, quality and profitability targets within the
Company’s strategic business plan. The Italy CLA will expire at the end of 2018.
53
54 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

OPERATING AND FINANCIAL


REVIEW AND PROSPECTS
INTRODUCTION
The results presented in this report are prepared in accordance with EU-IFRS and use the U.S. dollars as the presentation currency. These
results relate to CNH Industrial Group including the impacts of the Merger. The Merger had no impact on the consolidated activities of
the former Fiat Industrial and therefore the results presented herein are consistent and comparable with those previously published by Fiat
Industrial Group. However, starting from the closing date of the Merger, net profit and net equity that previously would have been attributed
to the ex-CNH Global N.V. minority shareholders, are included in the profit and net equity attributable to owners of the parent.

Principal changes in the scope of consolidation in 2015


There have been no significant changes in the scope of consolidation during 2015.

NON-GAAP FINANCIAL MEASURES


We monitor our operations through the use of several non-GAAP financial measures. We believe that these non-GAAP financial measures
provide useful and relevant information regarding our operating results and enhance the reader’s ability to assess our financial performance and
financial position. They provide measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding
future spending, resource allocations and other operational decisions. These and similar measures are widely used in the industries in which we
operate. These financial measures may not be comparable to other similarly titled measures used by other companies and are not intended to
be substitutes for measures of financial performance and financial position as prepared in accordance with EU-IFRS.
Our non-GAAP financial measures are defined as follows:
Trading Profit: is computed starting from net revenues less cost of sales, selling, general and administrative costs, research and development
costs, and other operating income and expenses.
Operating Profit under EU-IFRS: is computed starting from Trading Profit plus/minus restructuring costs, other income (expenses) that are
unusual in the ordinary course of business (such as gains and losses on the disposal of investments and other unusual items arising from
infrequent external events or market conditions).
Operating Profit under U.S. GAAP: Operating Profit of Industrial Activities is defined as net sales less cost of goods sold, selling, general and
administrative expenses and research and development expenses. Operating Profit of Financial Services is defined as revenues, less selling,
general and administrative expenses, interest expenses and certain other operating expenses.
Net Debt and Net Debt of Industrial Activities (or Net Industrial Debt) under EU-IFRS: Net Debt is defined as debt plus other financial liabilities,
net of cash, cash equivalent, current securities and other financial assets. We provide a reconciliation of Net Debt to Total Debt, which is
the most directly comparable measure included in our consolidated statement of financial position. Due to different sources of cash flows
used for the repayment of the debt between Industrial Activities and Financial Services (by cash from operations for Industrial Activities and
by collection of receivables from financing activities for Financial Services), management separately evaluates the cash flow performance of
Industrial Activities using Net Debt of Industrial Activities.
Working Capital: is comprised of trade receivables, net, plus inventories, less trade payables, plus other current assets (liabilities), net.
Constant Currency: we discuss the fluctuations in revenues and certain non-GAAP financial measures on a constant currency basis by applying the
prior-year exchange rates to current year’s values expressed in local currency in order to eliminate the impact of foreign exchange rate fluctuations.
55

OPERATING RESULTS
Basis of analysis
The following table provides the consolidated income statement and a breakdown of Group results between Industrial Activities and Financial
Services. Industrial Activities represent the activities carried out by the four industrial segments Agricultural Equipment, Construction
Equipment, Commercial Vehicles, and Powertrain, as well as Corporate functions.
The segmentation between Industrial Activities and Financial Services represents a sub-consolidation prepared on the basis of the core
activities of each Group subsidiary.
Investments held by subsidiaries belonging to one segment in subsidiaries included in the other segment are accounted for under the equity
method and are classified in the income statement under result from intersegment investments.
The parent company, CNH Industrial N.V., is included under Industrial Activities.
The sub-consolidation of Industrial Activities also includes subsidiaries that provide centralized treasury services (i.e., raising funding in the
market and financing Group subsidiaries). The activities of the treasury subsidiaries do not include the offer of financing to third parties.

Results of Operations
2015 2014
Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
Net revenues 26,378 24,903 1,932 32,957 31,408 2,086
Cost of sales 21,659 20,867 1,249 26,841 26,051 1,327
Selling, general and administrative costs 2,188 2,020 168 2,753 2,548 205
Research and development costs 905 905 - 878 878 -
Other income/(expenses) (83) (75) (8) (86) (64) (22)
TRADING PROFIT/(LOSS) 1,543 1,036 507 2,399 1,867 532
Gains/(losses) on disposal of investments - - - - - -
Restructuring costs 79 77 2 192 192 -
Other unusual income/(expenses) (48) (48) - (40) (40) -
OPERATING PROFIT/(LOSS) 1,416 911 505 2,167 1,635 532
Financial income/(expenses) (805) (805) - (776) (776) -
Result from investments (*) 48 27 21 91 73 18
PROFIT/(LOSS) BEFORE TAXES 659 133 526 1,482 932 550
Income taxes 425 269 156 566 378 188
PROFIT/(LOSS) 234 (136) 370 916 554 362
Result from intersegment investments - 370 - - 362 2
PROFIT/(LOSS) 234 234 370 916 916 364

PROFIT/(LOSS) ATTRIBUTABLE TO:


Owners of the parent 236 917
Non-controlling interests (2) (1)

(*) Includes income from investments as well as impairment (losses)/reversals on non-intersegment investments accounted for under the equity method.

Net revenues
We recorded net revenues of $26,378 million in 2015, a decrease of 20.0% (down 8.9% on a constant currency basis) compared to 2014. This
decrease is primarily due to a reduction in net revenues of Industrial Activities, which were $24,903 million in 2015, a decrease of 20.7%
(down 9.4% on a constant currency basis) compared to the prior year.

Cost of sales
Cost of sales were $21,659 million in 2015 compared with $26,841 million in 2014, a decrease year over year due to lower sales volumes of
Industrial Activities. As a percentage of net revenue, cost of sales was 82.1% and 81.4% in the years ended December 31, 2015 and 2014,
respectively.
56 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

Selling, general and administrative costs


Selling, general and administrative (“SG&A”) costs amounted to $2,188 million in 2015 (8.3% of net revenues), a 20.5% decrease compared
with the $2,753 million recorded in 2014 (8.4% of net revenues). The decrease was primarily attributable to cost containment actions across
all segments and the impact of foreign exchange translation differences.

Research and development costs


In 2015, research and development (“R&D”) costs of $905 million (compared to $878 million in 2014) comprise R&D costs not recognized
as assets in the year, amounting to $417 million ($446 million in 2014) and the amortization of $488 million ($420 million in 2014), with an
increase attributable to almost all the segments and mainly linked with the launches of new products. In 2014, R&D costs also comprised the
impairment of capitalized development costs of $12 million. During 2015, we capitalized new expenditures for development in the amount of
$460 million ($676 million in 2014).

Trading profit/(loss)
Group trading profit was $1,543 million in 2015 (5.8% of net revenues). Trading profit decreased $856 million compared to a trading profit of
$2,399 million in 2014 (7.3% of net revenues).

Restructuring costs
In 2015, restructuring costs were $79 million in 2015 compared to $192 million in 2014. The cost in both periods was due to actions included in
the Company’s efficiency program launched in 2014 for which we now expect a total cumulative charge of approximately $360 million between
2014 and 2016, as additional restructuring actions have been identified. The combined benefits of the efficiency program’s actions will result
in estimated savings of approximately $200 million per year.

Operating profit/(loss)
We recorded an operating profit of $1,416 million in 2015 (5.4% of net revenues), a $751 million decrease compared to $2,167 million in 2014
(6.6% of net revenues).

Financial income/(expenses)
Net financial expenses were $805 million in 2015, an increase of $29 million from $776 million in 2014. The increase was primarily due to the
higher foreign exchange losses, including the pre-tax charge of $150 million incurred in 2015 (pre-tax charge of $71 million in 2014) related to
the re-measurement of the net monetary assets of the Venezuelan operations, as well as a pre-tax charge of $40 million due to the devaluation
of net monetary assets of Argentinian subsidiaries. Excluding total foreign exchange losses in both years, net financial expenses decreased by
$132 million or 20% in 2015 compared to 2014, primarily due to reduced average indebtedness and lower cost of funding.

Result from investments


Result from investments was a net gain of $48 million in 2015, compared to a net gain of $91 million in 2014, mainly due to lower results of the
joint ventures in the APAC region, including the impact of net foreign currency transactions losses.

Income Taxes
($ million) 2015 2014
Profit/Loss before taxes 659 1,482
Income taxes 425 566
Effective tax rate 64.5% 38.2%

Income taxes totaled $425 million in 2015 ($566 million in 2014) for an effective tax rate of 64.5%. Excluding the impact of the pre-tax charge
relating to the re-measurement of the net monetary assets of the Venezuelan operations, for which no corresponding tax benefit has been
booked, and the impact of the inability to record deferred tax assets on losses in certain jurisdictions, primarily in Brazil, the effective tax rate
for 2015 would have been 40%.
57

Profit/(loss)
Net profit was $234 million in 2015, compared to $916 million in 2014. Profit attributable to owners of the parent was $236 million, compared
to $917 million in 2014.

INDUSTRIAL ACTIVITIES AND BUSINESS SEGMENTS


The following tables show net revenues and trading profit broken down by segment. We have also included a discussion of our results by
Industrial Activities and each of our business segments.

Revenues:
($ million) 2015 2014 Change % change
Agricultural Equipment 11,025 15,204 -4,179 -27.5
Construction Equipment 2,542 3,346 -804 -24.0
Commercial Vehicles 9,759 11,087 -1,328 -12.0
Powertrain 3,569 4,475 -906 -20.2
Eliminations and Other (1,992) (2,704) - -
Total of Industrial Activities 24,903 31,408 -6,505 -20.7
Financial Services 1,932 2,086 -154 -7.4
Eliminations (457) (537) - -
Total for the Group 26,378 32,957 -6,579 -20.0

Trading profit/(loss):
($ million) 2015 2014 Change % change
Agricultural Equipment 702 1,689 -987 -58.4
Construction Equipment 25 66 -41 -62.1
Commercial Vehicles 211 2 209 10,450.0
Powertrain 178 220 -42 -19.1
Eliminations and Other (80) (110) 30 27.3
Total of Industrial Activities 1,036 1,867 -831 -44.5
Financial Services 507 532 -25 -4.7
Total for the Group 1,543 2,399 -856 -35.7
Trading margin (%) 5.8 7.3 -1.5 p.p.

Net revenues of Industrial Activities were $24,903 million in 2015, a 20.7% decrease (down 9.4% on a constant currency basis) as compared
to the prior year. Excluding the negative impact of currency translation, net revenues increased for Commercial Vehicles, but decreased for
Agricultural Equipment, Construction Equipment and Powertrain.
Trading profit of Industrial Activities was $1,036 million in 2015, a decrease of $831 million compared to 2014, with a trading margin for the
year of 4.2%, down 1.7 percentage points (“p.p.”) from the prior year. Trading profit was primarily impacted by a $987 million decrease for
Agricultural Equipment, partially offset by a $209 million increase for Commercial Vehicles.

BUSINESS SEGMENT PERFORMANCE


Agricultural Equipment
Net revenues
The following table shows Agricultural Equipment revenues broken down by geographic region in 2015 compared to 2014:

($ million) 2015 2014 % Change


NAFTA 4,669 6,884 -32.2
EMEA 3,793 4,719 -19.6
LATAM 1,190 1,975 -39.7
APAC 1,373 1,626 -15.6
Total 11,025 15,204 -27.5
58 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

Net revenues for Agricultural Equipment were $11,025 million in 2015, a 27.5% decrease (down 19.6% on a constant currency basis) compared
to 2014. The decrease was primarily driven by declining volumes in NAFTA and LATAM row crop sectors.
For the full year 2015, worldwide agricultural equipment industry unit sales were down compared to 2014, with global demand for tractors and
combines down 8% and 19%, respectively. Industry volumes in the NAFTA row crop sector were down, with tractors over 140 hp down 31%
and combines down 28%. The NAFTA tractor under 40 hp segment was up 6%, while the 40-140 hp segment was down 3%. EMEA markets
were down 7% for tractors and 7% for combines. LATAM tractor sales decreased 27%, and combine sales decreased 39%. APAC markets
decreased 9% for tractors and 4% for combines.
For 2015, Agricultural Equipment’s worldwide market share performance was flat to the prior year for both tractors and combines. In an effort
to reduce dealer inventory levels, the Company’s wholesales to dealers were less than dealer retail sales to end customers.

Trading profit/(loss)
Agricultural Equipment trading profit was $702 million in 2015, compared to $1,689 million in 2014, with a trading margin of 6.4%, (11.1% in
2014). The decrease was primarily driven by reduced industry volumes in the NAFTA and LATAM row crop sectors and by foreign exchange
translation impact, partially offset by net price realization, lower raw material cost and structural cost reductions.

Construction Equipment
Net revenues
The following table shows Construction Equipment revenues broken down by geographic region in 2015 compared to 2014:

($ million) 2015 2014 % Change


NAFTA 1,395 1,476 -5.5
EMEA 550 660 -16.7
LATAM 331 894 -63.0
APAC 266 316 -15.8
Total 2,542 3,346 -24.0

Net revenues for Construction Equipment were $2,542 million in 2015, a 24.0% decrease (down 18.3% on a constant currency basis)
compared to 2014, due to reduced industry demand, primarily in LATAM and APAC.
In 2015, worldwide construction equipment industry units for heavy and light products were down 18% and 4%, respectively, compared to
2014. Decreased industry volumes in LATAM and APAC were partially offset by moderate growth in NAFTA. Demand for heavy and light
construction equipment was flat in EMEA.
Construction Equipment’s worldwide market share was flat overall year over year, with a decrease in LATAM and NAFTA, offset by an increase
in market share in APAC and EMEA. The sales product mix trended toward more lower-priced products when compared to the prior year.

Trading profit/(loss)
Construction Equipment reported a trading profit of $25 million, a $41 million decrease compared to 2014, with a trading margin of 1.0% (2%
in 2014). The decrease was due to the negative impact of lower volumes in LATAM and APAC and higher R&D costs, partially offset by net
price realization and structural cost containment actions.

Commercial Vehicles
Net revenues
The following table shows Commercial Vehicles revenues broken down by geographic region in 2015 compared to 2014:

($ million) 2015 2014 % Change


EMEA 7,861 8,225 -4.4
LATAM 1,122 1,773 -36.7
APAC 776 1,089 -28.7
Total 9,759 11,087 -12.0
59

Commercial Vehicles net revenues were $9,759 million in 2015, a 12.0% decrease compared to 2014 (up 4.9% on a constant currency basis) as
a result of increased deliveries in EMEA. Excluding the impact of currency translation, EMEA net revenues increased, driven by higher volumes,
improved market share and favorable pricing. In LATAM, net revenues decreased mainly due to declining volume in the Brazilian market.
In 2015, the European truck market (GVW ≥3.5 tons) grew by 16% compared to 2014. The light vehicles market (GVW 3.5-6.0 tons) increased
16%, while the medium vehicles market (GVW 6.1-15.9 tons) and the heavy vehicles market (GVW ≥16 tons) grew by 5% and 19%, respectively.
In LATAM, new truck registrations (GVW ≥3.5 tons) declined 40% compared to 2014, with a decrease of 47% in Brazil and 42% in Venezuela,
while Argentina increased 5%. In APAC, new truck registrations decreased 10% compared with 2014.
CNH Industrial’s estimated market share in the European truck market (GVW ≥3.5 tons) was 11.3%, up 0.4 p.p. year over year. The Group’s
market share increased by 0.6 p.p. to 11.3% in the light segment, by 1.4 p.p. to 30.6% in the medium segment and by 0.3 p.p. to 7.9% in the
heavy segment. In LATAM, in 2015, CNH Industrial’s market share increased 2.4 p.p. to 12.4%.
During 2015, Commercial Vehicles delivered approximately 140,200 vehicles (including buses and specialty vehicles), representing a 9% increase from
2014. Volumes were higher in the light segment (+13%), as a result of the launch of the new Daily, and in the heavy segment (+9%), while volumes
declined in the medium segment (-1%). Commercial Vehicles’ deliveries increased 18% in EMEA, but declined 21% in LATAM and 15% in APAC.
Commercial Vehicles’ 2015 ratio of units shipped and billed, or book-to-bill ratio, was 1.03, an increase of 5% over 2014. In 2015, truck order
intake in Europe increased 29% compared to previous year.

Commercial Vehicles deliveries


By geographic area By product
(units in thousands) 2015 2014 % Change (units in thousands) 2015 2014 % Change
France 20.5 18.5 10.8 Heavy 33.5 30.8 8.8
Germany & Switzerland 18.8 17.8 5.6 Medium 15.3 15.4 -0.6
U.K. 9.2 6.3 46.0 Light 78.1 69.5 12.5
Italy 16.8 14.4 16.7 Buses 9.3 8.6 8.1
Iberia (Spain & Portugal) 12.5 8.2 52.4 Specialty vehicles (**) 4.0 3.9 2.6
Rest of EMEA 37.4 32.2 16.1 Total Sales 140.2 128.2 9.4
EMEA 115.2 97.4 18.3
LATAM 14.8 18.8 -21.3 (**) Defense and firefighting vehicles.
APAC 10.2 12.0 -15.0
Total Sales 140.2 128.2 9.4
Naveco (*) 77.0 97.5 -21.0
SAIC Iveco Hongyan (*) 8.7 25.0 -65.2
Grand total 225.9 250.7 -9.9

(*) Joint ventures accounted for under the equity method.

Trading profit/(loss)
In 2015, Commercial Vehicles recorded a trading profit of $211 million, compared to $2 million in 2014, with a trading margin of 2.2% (0.0%
in 2014). The increase was due to higher volumes in EMEA, positive pricing, manufacturing efficiencies and SG&A cost reduction as a result of
the Company’s efficiency program launched in 2014. In LATAM, positive pricing, as well as manufacturing and SG&A cost containment actions
offset a large portion of the lower volumes in Brazil.

Powertrain
Net revenues
Powertrain net revenues were $3,569 million in 2015, a decrease of 20.2% (down 5.1% on a constant currency basis) compared to 2014. The
decrease was primarily attributable to lower captive agricultural equipment demand and the 2014 build-up of Tier 4 final transition engine
inventory for the off-road segment. Sales to external customers accounted for 46% of total net revenues in 2015, up from 41% in 2014.
During 2015, Powertrain sold 507,700 engines, a decrease of 13% compared to 2014. By major customer, 31% of engines were supplied to
Commercial Vehicles, 10% to Agricultural Equipment, 4% to Construction Equipment and the remaining 55% to external customers (units sold
to third parties were up 2% compared to 2014). Additionally, Powertrain delivered approximately 67,800 transmissions and 182,000 axles, an
increase of 6% and 16%, respectively, compared to 2014.
60 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

Trading profit/(loss)
For 2015, Powertrain recorded a trading profit of $178 million compared to $220 million in 2014, with a trading margin of 5.0% (4.9% in 2014).
The decrease was mainly due to lower volumes, partially offset by manufacturing efficiencies, SG&A cost reductions.

FINANCIAL SERVICES PERFORMANCE


Net revenues
Financial Services reported net revenues of $1,932 million in 2015, down 7.4% (up 3.1% on a constant currency basis) compared to 2014.
Excluding the impact of currency translation, net revenues increased due to higher average outstanding portfolio and increased sales of
equipment formerly on operating leases partially offset by a reduction in interest yield.

Trading profit/(loss)
For 2015, Financial Services recorded a trading profit of $507 million, compared to $532 million in 2014. The decrease was mainly attributable
to lower provisions for credit losses and SG&A costs more than offset by the negative impact of currency translation.

Net income/(loss)
In the full year, net income was $370 million, compared to $364 million in 2014. Lower provisions for credit losses, less SG&A costs and reduced
income taxes were partially offset by the negative impact of currency translation.
Retail loan originations in the year were $9.4 billion, down $1.4 billion compared to 2014, mostly due to the decline in Agricultural Equipment
sales in NAFTA and the negative impact of currency translation in EMEA and LATAM. The managed portfolio (including unconsolidated joint
ventures) of $24.7 billion (of which retail was 65% and wholesale 35%) was down $2.6 billion compared to December 31, 2014. Excluding the
impact of currency translation, our managed portfolio was flat compared to 2014.
61

STATEMENT OF FINANCIAL POSITION BY ACTIVITY AND WORKING CAPITAL


Statement of Financial Position by Activity
At December 31, 2015 At December 31, 2014
Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
Intangible assets: 5,680 5,535 145 6,031 5,874 157
Goodwill 2,458 2,330 128 2,494 2,359 135
Other intangible assets 3,222 3,205 17 3,537 3,515 22
Property, plant and equipment 6,371 6,368 3 6,733 6,730 3
Investments and other financial assets 601 2,896 136 690 3,122 136
Leased assets 1,835 10 1,825 1,518 20 1,498
Defined benefit plan assets 6 6 - 20 19 1
Deferred tax assets 1,256 1,091 165 1,655 1,460 195
Total Non-current assets 15,749 15,906 2,274 16,647 17,225 1,990
Inventories 5,800 5,623 177 7,140 6,977 163
Trade receivables 580 555 52 1,054 1,025 92
Receivables from financing activities 19,001 2,170 20,024 21,472 4,788 22,724
Current taxes receivable 371 317 61 324 200 124
Other current assets 1,017 819 361 1,434 1,137 588
Current financial assets: 265 255 10 205 198 9
Current securities 54 50 4 - - -
Other financial assets 211 205 6 205 198 9
Cash and cash equivalents 6,311 4,566 1,745 6,141 4,123 2,018
Total Current assets 33,345 14,305 22,430 37,770 18,448 25,718
Assets held for sale 23 14 9 24 4 20
TOTAL ASSETS 49,117 30,225 24,713 54,441 35,677 27,728
Equity 7,217 7,217 2,431 7,577 7,577 2,568
Provisions: 5,589 5,537 52 6,386 6,329 57
Employee benefits 2,494 2,464 30 2,831 2,800 31
Other provisions 3,095 3,073 22 3,555 3,529 26
Debt: 26,458 8,427 21,224 29,701 11,666 24,075
Asset-backed financing 12,999 17 12,986 13,587 82 13,561
Other debt 13,459 8,410 8,238 16,114 11,584 10,514
Other financial liabilities 69 62 7 235 221 16
Trade payables 5,342 5,176 197 5,982 5,850 197
Current taxes payable 126 67 66 206 114 92
Deferred tax liabilities 409 135 274 399 191 208
Other current liabilities 3,907 3,604 462 3,955 3,729 515
Liabilities held for sale - - - - - -
Total Liabilities 41,900 23,008 22,282 46,864 28,100 25,160
TOTAL EQUITY AND LIABILITIES 49,117 30,225 24,713 54,441 35,677 27,728

Working Capital
($ million) At December 31, 2015 At December 31, 2014 Change
Inventories (a) 5,517 6,857 (1,340)
Trade receivables 580 1,054 (474)
Trade payables (5,342) (5,982) 640
Net current taxes receivable/(payable) & other current receivables/(payables) (b) (498) (441) (57)
Working capital 257 1,488 (1,231)

(a) Inventories are reported net of vehicles held for sale by Commercial Vehicles that have been bought back (under buy-back commitments) or returned following expiry of a lease
agreement.
(b) Other current payables, included under Net current taxes receivable/(payable) & other current receivables/(payables), are stated net of amounts due to customers in relation to vehicles
sold under buy-back commitments, which consist of the repurchase amount payable at the end of the lease period, together with the value of any lease installments received in advance.
The value at the beginning of the contract period, equivalent to the difference between the sale price and the repurchase amount, is recognized on a straight-line basis over the contract
period.
62 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

LIQUIDITY AND CAPITAL RESOURCES


The following discussion of liquidity and capital resources principally focuses on our consolidated statement of cash flows and our consolidated
statement of financial position. Our operations are capital intensive and subject to seasonal variations in financing requirements for dealer
receivables and dealer and company inventories. Whenever necessary, funds from operating activities are supplemented from external sources.
We expect to have available to us cash reserves and cash generated from operations and from sources of debt and financing activities that are
sufficient to fund our working capital requirements, capital expenditures and debt service at least through the end of 2016. See section “Risk
Factors” for additional information concerning risks related to our business, strategy and operations.

Cash Flow Analysis


At December 31, 2015, we had cash and cash equivalents of $6,311 million, an increase of $170 million, or 2.8%, from $6,141 million at
December 31, 2014. Cash and cash equivalents at December 31, 2015 included $927 million ($978 million at December 31, 2014) of restricted
cash that was reserved principally for the servicing of securitization-related debt. The aggregate of cash and cash equivalents and current
securities, which we consider to constitute our liquidity, totaled $6,365 million at December 31, 2015, an increase of $224 million or 3.6% from
the total at the end of year 2014 of $6,141 million. Available liquidity at December 31, 2015 was $9,306 million, inclusive of $2,995 million in
undrawn committed facilities ($2,716 million at December 31, 2014), compared to $8,857 million at December 31, 2014.
The increase of available liquidity compared to December 31, 2014 was mainly attributable to the net cash generation from operating activities
in 2015, lower financing needs and an increase in third party debt by Financial Services, partially offset by a reduction of third party debt by
Industrial Activities, resulting from the repayment of a €1.0 billion (equivalent to $1.1 billion) bond in March 2015, and unfavorable foreign
exchange impact.
The following table summarizes the changes to cash flows from operating, investing and financing activities by activity for each of the years
ended December 31, 2015 and 2014:

Statement of Cash Flows by Activity


2015 2014
Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 6,141 4,123 2,018 6,489 4,010 2,479
B) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:
Profit/(loss) 234 234 370 916 916 364
Amortization and depreciation (net of vehicles sold under buy-back
commitments and operating leases) 1,179 1,174 5 1,151 1,145 6
(Gains)/losses on disposal of non-current assets (net of vehicles sold
under buy-back commitments) and other non-cash items 269 (198) 97 156 (340) 132
Dividends received 81 284 4 88 248 -
Change in provisions (141) (144) 3 (70) (66) (4)
Change in deferred income taxes 208 149 59 108 35 73
Change in items due to buy-back commitments (a) 91 35 56 111 4 107
Change in operating lease items (b) (400) 3 (403) (582) 4 (586)
Change in working capital 709 504 205 (705) (942) 237
TOTAL 2,230 2,041 396 1,173 1,004 329
C) CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES:
Investments in:
Property, plant and equipment and intangible assets (net of vehicles
sold under buy-back commitments and operating leases) (1,116) (1,113) (3) (1,698) (1,681) (17)
Consolidated subsidiaries and other equity investments (5) (88) (33) (104) (117) -
Proceeds from the sale of non-current assets (net of vehicles sold
under buy-back commitments) 7 40 41 25 25 -
Net change in receivables from financing activities 635 20 615 (923) 81 (1,004)
Change in current securities (54) (50) (4) - - -
Other changes 213 2,334 (2,121) 320 559 (239)
TOTAL (320) 1,143 (1,505) (2,380) (1,133) (1,260)
D) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Net change in debt and other financial assets/liabilities (734) (1,902) 1,168 1,737 995 742
Capital increase 24 24 42 18 18 13
Dividends paid (297) (297) (207) (382) (382) (160)
TOTAL (1,007) (2,175) 1,003 1,373 631 595
Translation exchange differences (733) (566) (167) (514) (389) (125)
E) NET CHANGE IN CASH AND CASH EQUIVALENTS 170 443 (273) (348) 113 (461)
F) CASH AND CASH EQUIVALENTS AT END OF YEAR 6,311 4,566 1,745 6,141 4,123 2,018

(a) Cash generated from the sale of vehicles under buy-back commitments, net of amounts included in profit/(loss), are recognized under operating activities in a single line item, which
includes changes in working capital, capital expenditure, depreciation and impairment losses. The item also includes gains and losses arising from the sale of vehicles subject to buy-back
commitments before the end of the agreement and without repossession of the vehicle.
(b) Cash from operating lease is recognized under operating activities in a single line item, which includes capital expenditure, depreciation, write-downs and changes in inventory.
63

Net Cash from Operating Activities


Cash provided by operating activities in 2015 totaled $2,230 million and comprised the following elements:
$234 million in profit for 2015;
plus $1,179 million in non-cash charges for depreciation and amortization (net of vehicles sold under buy-back commitments and operating
lease);
plus $269 million in losses on the disposal of assets and other non-cash items;
plus $81 million in dividends received;
plus change in deferred income taxes of $208 million and a reduction in provisions of $141 million;
plus $91 million for changes in items due to buy-back commitments, minus $400 million for changes in operating lease items; and
plus $709 million in change in working capital.
In 2014, $1,878 million of the $1,173 million in cash generated by operating activities during the year was from income-related cash inflows
(calculated as profit plus amortization and depreciation, dividends, changes in provisions and deferred taxes, various items related to sales with
buy-back commitments and operating lease, net of gains/losses on disposals and other non-cash items) with $705 million absorbed from an
increase in working capital (calculated on a comparable scope of operations and at constant exchange rates).

Net Cash from Investing Activities


In 2015, investing activities absorbed $320 million in cash. The negative flows were mainly generated by:
investments in tangible and intangible assets that used $1,116 million in cash, including $460 million in capitalized development costs.
Investments in tangible and intangible assets are net of investments in vehicles for our long-term rental operations and of investments relating
to vehicles sold under buy-back commitments, which are reflected in cash flows relating to operating activities; and
$635 million decrease in receivables from financing activities, primarily as a result of lower levels of financing provided to both dealers and
customers in NAFTA.
In 2014, cash used in investing activities totaled $2,380 million. Expenditure on tangible and intangible assets (including $676 million in
capitalized development costs) totaled $1,698 million. The increase in receivables from financing activities, which accounts for cash absorption
of $923 million, related primarily to higher levels of financing provided to both dealers and customers in NAFTA and dealers in LATAM.
The following table summarizes our investments in tangible assets and intangible assets (excluding assets sold with buy-back commitments and
assets leased on operating lease) by segment for each of the years ended December 31, 2015 and 2014:

($ million) 2015 2014


Agricultural Equipment 255 361
Construction Equipment 38 45
Commercial Vehicles 165 358
Powertrain 106 128
Total Industrial Activities investments in tangible assets 564 892
Industrial Activities investments in intangible assets 549 789
Total Industrial Activities capital expenditures 1,113 1,681
Financial Services investments in tangible assets - 1
Financial Services investments in intangible assets 3 16
Total Capital expenditures 1,116 1,698

We incurred these capital expenditures in the regions in which we operate principally related to initiatives to introduce new products, enhance
manufacturing efficiency and increase capacity, and for maintenance and engineering. The decrease in capital expenditures in 2015 from 2014
is primarily related to the investment cycles of our products and reductions in discretionary spending.

Net Cash from Financing Activities


In 2015, cash used by financing activities totaled $1,007 million in 2015. Dividend payments of $297 million and cash absorbed by repayments
were partially offset by cash generated by new bonds issued in June by CNH Industrial Capital LLC and in November by CNH Industrial
Finance Europe S.A.
In 2014, cash generated from financing activities totaled $1,373 million. New bond issues ($2,759 million) and issuance of medium-term
borrowings ($2,306 million) were partially offset by repayments and by dividend payments of $382 million.
64 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

Capital Resources
The cash flows, funding requirements and liquidity of our companies are managed on a standard and centralized basis. This centralized system
is designed to optimize the efficiency and effectiveness of our management of capital resources.
Our subsidiaries participate in a company-wide cash management system, which we operate in a number of jurisdictions. Under this system,
the cash balances of all our subsidiaries are aggregated at the end of each business day to central pooling accounts. The centralized treasury
management offers professional financial and systems expertise in managing these accounts, as well as providing related services and consulting
to our business segments.
In the continuing environment of uncertainty in the financial markets, our policy is to keep a high degree of flexibility with our funding and
investment options in order to maintain our desired level of liquidity. In managing our liquidity requirements, we are pursuing a financing
strategy that includes open access to a variety of financing sources, including capital markets, bank credit lines and ABS transactions.
A summary of our strategy is set forth below:
To fund Industrial Activities’ short-term financing requirements and to ensure near-term liquidity, Industrial Activities will continue to sell
certain of its receivables to Financial Services and rely on internal cash flows including managing working capital. We will also supplement
our short-term financing by drawing on existing or new credit lines with banks.
To the extent funding needs of Industrial Activities are determined to be of a longer-term nature, we may access public debt markets as well
as private investors and banks, as appropriate, to refinance borrowings and replenish our liquidity.
Financial Services’ funding strategy is to maintain a sufficient level of liquidity and flexible access to a wide variety of financial instruments.
We expect securitizations, intersegment borrowings and sale of receivables (factoring) to continue to represent a substantial portion of our
capital structure. However, we will continue to diversify our funding sources and expand our investor base within Financial Services to create
a stand-alone funding profile and support the target of investment grade credit ratings. We will continue to look at the public ABS market
as an important source of funding in North America and Australia. In addition to our current funding and liquidity sources, which include
a combination of term receivables, securitizations, committed asset-backed facilities, and unsecured and secured borrowings, we expect
changes to our funding profile as costs and terms of accessing the unsecured term market are favorable. In addition to offering unsecured
notes and accessing unsecured committed bank facilities, Financial Services will continue to evaluate financing alternatives to further diversify
its funding base.
On a global level, we will continue to evaluate alternatives to ensure that Financial Services has access to capital on favorable terms to support
its business, including agreements with global or regional partners, new funding arrangements or a combination of the foregoing. Our access
to external sources of financing, as well as the cost of financing, is dependent on various factors, including our credit ratings. Currently, we are
rated below investment grade, with long-term corporate credit ratings of “BB+” (with a stable outlook) and a short-term rating of “B” from
S&P, and a “Ba1” corporate family rating with a stable outlook from Moody’s. A credit rating is not a recommendation to buy, sell or hold
securities. Ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated
independently of any other rating. A deterioration in our ratings could impair our ability to obtain debt financing and would increase the cost
of such financing. Ratings are influenced by a number of factors, including, among others: financial leverage on an absolute basis or relative
to peers, the composition of the balance sheet and/or capital structure, material changes in earnings trends and volatility, ability to dividend
monies from subsidiaries and our competitive position. Material deterioration in any one, or a combination, of these factors could result in a
downgrade of our ratings, thus increasing the cost, and limiting the availability, of financing.

Consolidated Debt
As of December 31, 2015, and 2014, our consolidated Debt was as detailed in the table below:

At December 31, 2015 At December 31, 2014


Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
Debt (26,458) (8,427) (21,224) (29,701) (11,666) (24,075)

We believe that Net Debt, defined as debt plus other financial liabilities, net of cash, cash equivalents, current securities and other financial
assets (all as recorded in the consolidated statement of financial position) is a useful analytical tool for measuring our effective borrowing
requirements. This non-GAAP financial measure should neither be considered as a substitute for, nor superior to, measures of financial
performance prepared in accordance with EU-IFRS. In addition, this non-GAAP financial measure may not be computed in the same manner
as similarly titled measures used by other companies.
The calculation of Net Debt as of December 31, 2015 and 2014 and the reconciliation of Net Debt to Debt, the EU-IFRS financial measure
that we believe to be most directly comparable, are shown below:
65

At December 31, 2015 At December 31, 2014


Industrial Financial Industrial Financial
($ million) Consolidated Activities Services Consolidated Activities Services
Debt: (26,458) (8,427) (21,224) (29,701) (11,666) (24,075)
Asset-backed financing (12,999) (17) (12,986) (13,587) (82) (13,561)
Other debt (13,459) (8,410) (8,238) (16,114) (11,584) (10,514)
Intersegment financial receivables (1) - 2,098 1,095 - 4,692 1,348
Debt, net of intersegment balances (26,458) (6,329) (20,129) (29,701) (6,974) (22,727)
Other financial assets (2) 211 205 6 205 198 9
Other financial liabilities (2) (69) (62) (7) (235) (221) (16)
Liquidity:
Current securities 54 50 4 - - -
Cash and cash equivalents 6,311 4,566 1,745 6,141 4,123 2,018
Net (Debt)/Cash (19,951) (1,570) (18,381) (23,590) (2,874) (20,716)

(1) As a result of the role played by the central treasury, debt for Industrial Activities also includes funding raised by the central treasury on behalf of Financial Services (included under
intersegment financial receivables). Intersegment financial receivables for Financial Services, on the other hand, represent loans or advances to Industrial Activities – for receivables sold
to Financial Services that do not meet the derecognition requirements – as well as cash deposited temporarily with the central treasury. The net intersegment receivable/payable balance
owed by Financial Services to Industrial Activities was $1,003 million and $3,344 million as of December 31, 2015 and 2014, respectively.
(2) Other financial liabilities and other financial assets include, respectively, the negative and positive fair values of derivative financial instruments.

The decrease in the Net Debt position from December 31, 2014 to December 31, 2015 primarily reflects the positive impact of currency
translation on our euro denominated indebtedness and a reduction in working capital in Industrial Activities, mainly due to a decrease in
inventory in Agricultural Equipment, as a result of lower industry demand, especially in the NAFTA row crop sector, which led to lower
production levels. Additionally, trade receivables decreased primarily due to lower volumes and the recurring sales of receivables to Financial
Services. Moreover, trade payables decreased as a result of lower productions levels in Agricultural Equipment, partially offset by an increase
in Commercial Vehicles’ production volumes. The decrease in Net Debt position also reflects a reduction in the lending portfolio of Financial
Services, primarily due to lower levels of financing for Agricultural Equipment.
The following table shows the change in Net Debt of Industrial Activities for 2015 and 2014:

($ million) 2015 2014


Net Debt of Industrial Activities at beginning of year (2,874) (2,195)
Profit/(loss) 234 916
Amortization and depreciation (*) 1,174 1,145
Changes in provisions and similar, and items related to assets sold under buy-back commitments,
and assets under operating lease 129 (115)
Change in working capital 504 (942)
Investments in property, plant and equipment, and intangible assets (*) (1,113) (1,681)
Change in scope of consolidation and other changes 99 (193)
Net industrial cash flow 1,027 (870)
Capital increases and dividends (273) (364)
Currency translation differences (**) 550 555
Change in Net Debt of Industrial Activities 1,304 (679)
Net industrial (debt)/cash at end of year (1,570) (2,874)

(*) Excludes assets sold under buy-back commitments and assets under operating lease.
(**) Includes the negative impact of the $133 million re-measurement of the cash and cash equivalents of the Venezuelan subsidiary in the third quarter of 2015.

At December 31, 2015, we had an aggregate amount of $8,430 million in bonds outstanding.
Global Medium Term Note (GMTN) Program. We have a global medium-term note program allowing for the placement of debt securities which
was established in February 2011 and has a total authorized amount of €10 billion ($11 billion). At December 31, 2015, €3.0 billion ($3.3 billion)
was outstanding under the program, all such debt having been issued by CNH Industrial Finance Europe S.A. and guaranteed by CNH Industrial
N.V. In November 2015, CNH Industrial Finance Europe S.A. issued €100 million of 3.500% bonds at 99.173% due in November 2025.
Euro 1.75 billion Revolving Credit Facility. On November 21, 2014, we entered into a €1.75 billion ($2.1 billion) five-year revolving credit facility to
replace the existing €2 billion ($2.4 billion) three-year, multi-currency revolving credit facility which was scheduled to mature in February 2016.
The facility expires in November 2019 and includes:
financial covenants (Net debt/EBITDA and EBITDA/Net interest ratios relating to Industrial Activities) and other customary covenants
(including a negative pledge, pari passu and restrictions on the incurrence of indebtedness by certain subsidiaries);
customary events of default (some of which are subject to minimum thresholds and customary mitigants), including cross-default provisions, failure
to pay amounts due or to comply with certain provisions under the loan agreement and the occurrence of certain bankruptcy-related events; and
mandatory prepayment obligations upon a change in control of CNH Industrial or the borrower.
66 REPORT ON OPERATING AND
OPERATIONS FINANCIAL REVIEW
AND PROSPECTS

CNH Industrial N.V. has guaranteed any borrowings under the revolving credit facility with cross-guarantees from each of the borrowers (i.e.,
CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A. and CNH Industrial Finance North America Inc.).
We also sell certain of our finance receivables to third parties in order to improve liquidity, to take advantage of market opportunities and, in
certain circumstances, to reduce credit and concentration risk in accordance with our risk management objectives.
The sale of financial receivables is executed primarily through securitization transactions and involves mainly accounts receivable from final
(retail) customers and from the network of dealers to our Financial Services companies.
At December 31, 2015, our receivables from financing activities included receivables sold and financed through both securitization and
factoring transactions of $14.0 billion ($15.3 billion at December 31, 2014), which do not meet derecognition requirements and therefore must
be recorded on our statement of financial position. These receivables are recognized as such in our financial statements even though they have
been legally sold; a corresponding financial liability is recorded in the consolidated balance sheets as debt (see Note 19 to our consolidated
financial statements for the year ended December 31, 2015).
Total Debt of Financial Services was $21.2 billion at December 31, 2015 compared to $24.1 billion at December 31, 2014.
In 2015, CNH Industrial Capital LLC (a Financial Services subsidiary) continued to diversify its funding sources with two issuances of unsecured
debt securities for an aggregate amount of $1.2 billion. These included a June 2015 issuance of debt securities in the amount of $600 million
at an annual fixed rate of 3.875%, due in 2018, and a November 2015 issuance of debt securities in the amount of $600 million at an annual
fixed rate of 4.375%, due in 2020.
For more information on our outstanding indebtedness, see Note 27 “Debt” to our Consolidated Financial Statements.

Future Liquidity
We have adopted formal policies and decision-making processes designed to optimize the allocation of financial funds, cash management
processes and financial risk management. Our liquidity needs could increase in the event of an extended economic slowdown or recession that
would reduce our cash flow from operations and impair the ability of our dealers and retail customers to meet their payment obligations. Any
reduction of our credit ratings would increase our cost of funding and potentially limit our access to the capital markets and other sources of
financing.
We believe that funds available under our current liquidity facilities, those realized under existing and planned asset-backed securitization
programs and issuances of debt securities and those expected from ordinary course refinancing of existing credit facilities, together with cash
provided by operating activities, will allow us to satisfy our debt service requirements for the coming year. At December 31, 2015, we had
available committed credit lines expiring after twelve months of $3.0 billion.
CNH Industrial’s securitized debt is repaid with the cash generated by the underlying amortizing receivables. Accordingly, additional liquidity
is not normally necessary for the repayment of such debt. CNH Industrial has traditionally relied upon the term ABS market and committed
asset-backed facilities as a primary source of funding and liquidity.
If CNH Industrial were unable to obtain ABS funding at competitive rates, its ability to conduct its financial services activities would be limited.

Off-Balance Sheet Arrangements


We use certain off-balance sheet arrangements with unconsolidated third parties in the ordinary course of business, including financial
guarantees. Our arrangements are described in more detail below. For additional information, see Note 30 to the CNH Industrial Consolidated
Financial Statements.

Financial Guarantees
Our financial guarantees require us to make contingent payments upon the occurrence of certain events or changes in an underlying instrument
that is related to an asset, a liability or the equity of the guaranteed party. These guarantees include arrangements that are direct obligations,
giving the party receiving the guarantee a direct claim against us, as well as indirect obligations, under which we have agreed to provide the
funds necessary for another party to satisfy an obligation.
CNH Industrial provided loan guarantees on the debt or commitments of third parties and performance guarantees mainly on behalf of a joint
venture totaling $316 million as of December 31, 2015.
67

Tabular Disclosure of Contractual Obligations


The following table sets forth our contractual obligations and commercial commitments with definitive payment terms that will require
significant cash outlays in the future, as of December 31, 2015:

At December 31, 2015


between one between three beyond
($ million) within one year and three years and five years five years Total
Debt obligations (*):
Bonds 840 4,531 2,188 871 8,430
Borrowings from banks 1,811 1,944 524 114 4,393
Asset-backed financing 6,692 4,838 1,414 55 12,999
Other debt 343 117 85 38 583
Capital lease obligations 6 12 10 25 53
Operating lease obligations 73 102 60 34 269
Purchase obligations 661 766 195 26 1,648
Uncertain tax positions (**) 7 - - - 7
Total Contractual obligations 10,433 12,310 4,476 1,163 28,382

(*) Amounts presented exclude the related interest expense that will be paid when due. The table above does not include obligations for pension plans, health care plans, other post-
employment benefits and other employee benefits. Our best estimate of expected contributions in 2016 to pension plans is $34 million. Potential outflows in the years after 2016 are
subject to a number of uncertainties, including future asset performance and changes in assumptions, and therefore we are is unable to make sufficiently reliable estimates of future
contributions beyond that period.
(**) The total amount of our tax contingencies was $152 million at December 31, 2015. Payment of these liabilities would result from settlements with tax authorities. We estimate that
settlements with tax authorities may result in payment of $7 million of these liabilities in 2016. Because of the high degree of uncertainty relating to the timing of future cash outflows
associated with these liabilities, we are unable to reasonably estimate the timing of any settlement with tax authorities after 2016.

Debt Obligations
For information on our debt obligations, see “Capital Resources” above and Note 27 to the CNH Industrial Consolidated Financial Statements.
The debt obligations reflected in the table above can be reconciled to the amount in the December 31, 2015 statement of financial position
as follows:

($ million) Note At December 31, 2015


Debt reflected in the statement of financial position 27 26,458
Less: Capital lease obligations 27 (53)
Total Debt obligations 26,405

The amount reported as debt obligations in the table above consists of our bonds, borrowings from banks, asset-backed financing and other
debt (excluding capital lease obligations, which are reported in a separate line item in the table above).

Capital Lease Obligations


Our capital leases consist mainly of industrial buildings and plant, machinery and equipment used in our businesses. The amounts reported
above include the minimum future lease payments and payment commitments due under such leases.

Operating Lease Obligations


Our operating leases consist mainly of leases for commercial and industrial properties used in carrying out our businesses. The amounts
reported above under “Operating Lease Obligations” include the minimal rental and payment commitments due under such leases.

Purchase Obligations
Our purchase obligations at December 31, 2015, included the following:
the repurchase price guaranteed to certain customers on sales with a buy-back commitment which is included in the line item Other current
receivables in our consolidated statement of financial position in an aggregate amount of $1,524 million; and
commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of
approximately $124 million.
68 REPORT ON RISKS, RISK MANAGEMENT
OPERATIONS AND CONTROL SYSTEM

RISKS, RISK MANAGEMENT


AND CONTROL SYSTEM
CNH INDUSTRIAL RISK MANAGEMENT
In accordance with the regulatory guidelines requiring companies to adopt appropriate corporate governance models, and in response to
market demands for enhanced transparency and disclosure on the risks associated with company activities, CNH Industrial has adopted and
is implementing its own Enterprise Risk Management (“ERM”) system. The adoption and implementation of a formal ERM system was also
driven by the need for a systematic approach to identifying the risk profile of business activities and is adopted to manage business performance
from an integrated risk-return perspective.
CNH Industrial’s ERM methodology defines risk as any event that could impact the Company’s ability to meet its objectives. The model enables
the timely identification of risks and the evaluation of their significance, and allows action to be taken to mitigate and, where possible, eliminate
them. Taking the framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as a starting
point, the model was then adapted to CNH Industrial’s specific requirements, and has been updated to incorporate the experience gained
over the years and the best practice indicators emerged through comparison with other industrial groups.
The Company has to date identified 52 primary risk drivers, further broken down into 85 possible risk events. Primary risk drivers include a
number of significant topics, such as business operations, competitive factors and global compliance. The system classifies risks according to
the probability of occurrence and potential impact on profitability, business continuity, and reputation (or a combination of these elements),
which determine the significance of a risk when analyzed in a holistic way and as compared with other risks. For events that could potentially
exceed predetermined significance thresholds, existing measures are analyzed and future containment measures, action plans, and persons
of reference identified. This process, supported by a dedicated information system, follows a bottom-up analysis starting at business unit
level. The heads of the business segments involved are required to approve the evaluations, while Corporate Control is responsible for their
coordination and consolidation within CNH Industrial.
CNH Industrial’s potential risk exposure, as described in the Risk Factors section, is evaluated in terms of strategic, operational, compliance
and reporting risk, as well as potential financial impacts that could prevent CNH Industrial from achieving its long-term strategic business plan.
Management performs an annual risk assessment with periodic monitoring to identify key risks in terms of potential impact and/or degree of
likelihood, as well as related mitigating processes and other actions.

RISK TOLERANCE
Management has defined the Company’s risk tolerance within the following risk categories:
Operational/Strategic Risk – We accept risks in a responsible way that takes our stakeholders’ interests into account while mitigating such risks
to acceptable levels based on cost/benefit considerations.
Economic/Financial Risk – Acceptable levels of deviation from key operating targets (operating profit and industrial cash flow) have been
identified to monitor and mitigate these risks to an acceptable level.
Compliance/Reporting Risk – A zero tolerance methodology is applied for these risk types.
69

RISKS AND UNCERTAINTIES HAVING AN IMPACT IN THE PAST FINANCIAL YEAR


At the beginning of 2015, Management identified certain risks, rated medium to high based on potential financial impact and likelihood of
occurrence, and presented the results of this assessment to the Audit Committee at a meeting on April 29, 2015. Identified key risks having an
impact in the past financial year included the following:
Negative agricultural cycle in NAFTA (Operational risk): the NAFTA macroeconomic environment continues to remain challenging as a
result of the present negative agricultural cycle, particularly in the row crop segment, where the Region incurred a significant reduction in
unit sales in 2014.
Countermeasures taken: to protect market share and sales volume, CNH Industrial focused additional efforts on retail and used equipment
sales to adjust inventory levels to prevailing market conditions.
Macro-economic volatility in LATAM (Operational risk): the LATAM macroeconomic environment remains challenging across all segments.
Countermeasures taken: to protect market share and sales volume, CNH Industrial focused additional efforts on retail and production
realignment to adjust inventory levels to prevailing market conditions.
Protracted weakness of the euro and other currencies versus U.S. dollar (Financial risk): currency weakness of euro and other currencies
versus U.S. dollar may influence terms of trade in the long-term, affecting relative positioning among peers (transaction risk). In addition, the
devaluation of currencies to U.S. dollar also reduces the magnitude of the business from a U.S. dollar reporting perspective (translation risk).
Countermeasures taken: CNH Industrial continued to manage the transaction risk through a hedging policy applied to net exposure by
currency pair at certain threshold levels. In the long-term, components localization strategies within the end market area are being
evaluated to protect production costs from foreign exchange volatility. Further information about CNH Industrial’s currency risk and related
management are included in Note 33 to the Consolidated Financial Statements.
While CNH Industrial performance was impacted by the above-mentioned risks during 2015, the countermeasures taken by Management
mitigated the significance of the overall impact.
Management also identified the following risks as having the potential to impact the Company’s performance, although to a lesser degree in
the past financial year than those listed above, but with potential for increased risk going forward:
Slowdown in EMEA recovery affecting pace of Commercial Vehicles and Construction Equipment turnaround and increasing exposure
to negative agriculture cycle (Strategic Risk): A slowdown in EMEA recovery can have an unfavorable impact on Commercial Vehicle and
Construction Equipment turnaround in the region, including but not limited to additional risk of plant absorption cost increases. Further, if
business conditions deteriorate as a result of an extended recovery delay, Agricultural Equipment may be exposed to profit declines and
potential restructuring considerations, particularly in the dairy segment where removal of subsidy caps drove down prices and limit farmer
profitability in the near-term.
Countermeasures taken: In terms of Commercial Vehicles, the realization of a product specialization footprint program should effectively
optimize the industrial cost base and allows the Company to offset the impacts of a delayed EMEA recovery. In addition, the continued focus
on SG&A cost reductions further limit this exposure for all segments within EMEA.
Market Competition (Strategic Risk): APAC includes well-established regional competitors that have infrastructures in place to produce
locally and also leverage access to prevailing technologies, thereby maintaining competitive advantages in both cost and product portfolio
perspectives. Certain competitors continue to invest in technology and cost reduction strategies, also taking advantage of a low currency
base to source components and parts to further improve their cost competitiveness in the near-term. Further, as we wound down our
alliance with Kobelco (to be fully dissolved in 2017) and transitioned to a direct competitor in the market space, some product portfolio
shortcomings will have to be addressed, namely for the compact hydraulic excavator line.
Countermeasures taken: Through the investment in China (Harbin) and other established agreements with local partners, we are committed
to the localization of production in APAC to remain competitive and seek out growth opportunities in the emerging markets. Localized
production at the Harbin facility is providing a level playing field with regional competitors in agricultural equipment, which will favorably
impact production costs and product margins in the region. Local production also provides more flexibility for the business to adapt to
changes in market demands in a timely manner.
70 REPORT ON RISKS, RISK MANAGEMENT
OPERATIONS AND CONTROL SYSTEM

Financial distress of dealers (Financial Risk): A protracted downturn in the agricultural cycle, combined with persistent availability of pre-
owned inventory and resulting deterioration in pricing, could generate distress in the dealer network requiring the Company to intervene.
Countermeasures taken: To maintain market share and achieve adjusted sales volumes, CNH Industrial managed sales programs targeted at
retail and used equipment sales to align inventory levels in the market to current demand and to support the financial viability of its dealer
network during this challenging economic cycle. Further, Financial Services actively assisted the network by offering financing products
covering new and pre-owned wholegoods, as well as replacement parts inventory financing, enabling dealers to carry inventory for display,
demo and sale.
Government funding (Financial Risk): Over the past several years, LATAM has experienced increasing government regulations and
restrictions, particularly within the countries that represent our key sales markets. The result has been an elevated risk in access to or cost of
government funded financing programs, particularly in Brazil and Argentina, for both the Company as well as its customers. A strained ability
to manage cash flows into and out of the region has also been prominent. Additionally, the instability of the local government in Venezuela,
and related currency control mechanisms, further escalate these economic challenges by heavily taxing and/or significantly delaying imports
of our products as well as components used in local production.
Countermeasures taken: We have established open and continuous dialogue and negotiations with the respective local governments in
order to access subsidies and navigate the barriers associated with restricted and costly import activities. The Company’s significant local
investments (i.e., Cordoba and Sorocaba facilities) are providing a competitive advantage in limiting costs of production. In addition, the
Management approved further investments to increase localization of production in order to achieve credit and interest rate incentives
established by local banks (e.g. Banco de la Nacion in Argentina) thus reducing exposure to currency devaluation.
Future Liquidity (Financial Risk): Our liquidity needs could increase in the event of an extended economic slowdown or recession that would
reduce our cash flow from operations and impair the ability of our dealers and retail customers to meet their payment obligations. Any
reduction of our credit ratings would increase our cost of funding and potentially limit our access to the capital markets and other sources
of financing. CNH Industrial Capital’s securitized debt is repaid with the cash generated by the underlying amortizing receivables. If CNH
Industrial Capital were unable to obtain ABS funding at competitive rates, CNH Industrial’s ability to conduct its financial services activities
would be limited.
Countermeasures taken: We have adopted formal policies and decision-making processes designed to optimize the allocation of financial
funds, cash management processes and financial risk management, as described in Note 33 to the Consolidated Financial Statements.
We believe that funds available under our current liquidity facilities, those realized under existing and planned asset-backed securitization
programs and issuances of debt securities and those expected from ordinary course refinancing of existing credit facilities, together with
cash provided by operating activities, will allow us to satisfy our debt service requirements for the coming year. At December 31, 2015, we
had available committed credit lines expiring after twelve months of $3.0 billion.

FUTURE ENHANCEMENTS TO THE RISK MANAGEMENT SYSTEM


The development and implementation of an effective and robust ERM system requires continuous evaluation and improvement. As part
of these efforts, CNH Industrial’s plans for 2016 include working under the oversight of its Board of Directors and Audit Committee. The
Company continues to refine and expand its risk management system through the identification of additional best practices, definition of
acceptable risk tolerances and ensuring that views as to risk tolerance are shared by management with the Board of Directors and the Audit
Committee. In addition the Company continues to improve the consistency of the risk portfolio with its risk tolerances, to refine key risk
indicators identified for the significant risks facing its organization, and to enhance its processes to identify and escalate risk developments.
71

INTERNAL CONTROL SYSTEM


The Group has in place an internal control system (the “System”), based on the model provided by the COSO Report (Committee of
Sponsoring Organizations of the Treadway Commission Report – Enterprise Risk Management model) and the principles of the Dutch
Corporate Governance Code, which consists of a set of policies, procedures and organizational structures aimed at identifying, measuring,
managing and monitoring the principal risks to which CNH Industrial is exposed. The System is integrated within the organizational and
corporate governance framework adopted by CNH Industrial and contributes to the protection of corporate assets, as well as to ensuring
the efficiency and effectiveness of business processes, reliability of financial information and compliance with laws, regulations, the Articles of
Association and internal procedures.
The System, which has been developed on the basis of international best practices, consists of the following three levels of control:
Level 1: operating areas, which identify and assess risk and establish specific actions for management of such risk;
Level 2: central functions responsible for risk control, which define methodologies and instruments for managing risk and monitoring such
risk;
Level 3: internal audit, which conducts independent evaluations of the System in its entirety.

Principal Characteristics of the Internal Control System and Internal Control over Financial Reporting
CNH Industrial has in place a system of risk management and internal control over financial reporting based on the model provided in the
COSO Report, according to which the internal control system is defined as a set of rules, procedures and tools designed to provide reasonable
assurance of the achievement of corporate objectives. In relation to the financial reporting process, reliability, accuracy, completeness and
timeliness of the information contribute to the achievement of such corporate objectives. Risk management is an integral part of the internal
control system. A periodic evaluation of the system of internal control over financial reporting is designed to ensure the overall effectiveness
of the components of the 2013 COSO Framework (control environment, risk assessment, control activities, information and communication,
and monitoring), implemented in 2015, in achieving those objectives.
CNH Industrial – which is listed on the NYSE and, consequently, has been subject to Section 404 of the U.S. Sarbanes-Oxley Act since 2014 –
has a system of administrative and accounting procedures in place that seeks to ensure a highly reliable system of internal control over financial
reporting.
The approach adopted by CNH Industrial for the evaluation, monitoring and continuous updating of the system of internal control over
financial reporting, is based on a ‘top-down, risk-based’ process consistent with the COSO Framework. This enables focus on areas of higher
risk and/or materiality, where there is risk of significant errors, including those attributable to fraud, in the elements of the financial statements
and related documents. The key components of the process are:
identification and evaluation of the source and probability of significant errors in elements of financial reporting;
assessment of the adequacy of key controls in enabling ex-ante or ex-post identification of potential misstatements in elements of financial
reporting; and
verification of the operating effectiveness of controls based on the assessment of the risk of misstatement in financial reporting, with testing
focused on areas of higher risk.
Identification and evaluation of the risk of misstatements which could have material effects on financial reporting is carried out through a risk
assessment process that uses a top-down approach to identify the organizational entities, processes and the related accounts, in addition to
specific activities, which could potentially generate significant errors. Under the methodology adopted by CNH Industrial, risks and related
controls are associated with the accounting and business processes upon which accounting information is based.
72 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

CORPORATE GOVERNANCE
INTRODUCTION
CNH Industrial is a company, organized under the laws of the Netherlands, and results from a business combination with Fiat Industrial S.p.A.
(“Fiat Industrial”) and CNH Global N.V. (“CNH Global”) consummated on September 29, 2013 (the “Merger”). CNH Industrial qualifies as a
foreign private issuer under the New York Stock Exchange (“NYSE”) Listing Standards and its common shares are listed on the NYSE and on
the Mercato Telematico Azionario (“MTA”), managed by Borsa Italiana S.p.A.
CNH Industrial has adopted, except as discussed below, the best practice provisions of the Dutch Corporate Governance Code (the “Dutch
Corporate Governance Code”), which contains principles and best practice provisions that regulate relations between the board of directors
of a Dutch company and its shareholders. In accordance with the NYSE Listed Company Manual, CNH Industrial is permitted to follow home
country practice with regard to certain corporate governance standards, whereas with respect to other corporate governance standards it is
bound to comply with certain other provisions of the NYSE Listed Company Manual.
In this report CNH Industrial addresses its overall corporate governance structure. The Company discloses, and intends to disclose any
material departure from the best practice provisions of the Dutch Corporate Governance Code in its future annual reports.

BOARD OF DIRECTORS
Pursuant to CNH Industrial’s Articles of Association (“Articles of Association”), the Board of Directors may have three or more members.
At the general meeting of the shareholders held on September 9, 2013, the number of the members of the Board of Directors was set at
eleven. The current slate of Directors was appointed by the Company’s shareholders at the annual general meeting of shareholders (“AGM”)
on April 15, 2015. The term of office of the current Board of Directors is expected to expire on April 15, 2016, the anticipated date of the
Company’s next AGM at which shareholders will appoint the Company’s Directors for a term of approximately one-year. Each Director may
be re-appointed at any subsequent general meeting of shareholders.
The Board as a whole has collective responsibility for the strategy of the Company. The Board of Directors is composed of two Executive
Directors (i.e., the Chairman of the Company and the Chief Executive Officer), having responsibility for the day-to-day management of the
Company, and nine Non-Executive Directors, who have responsibility with respect to the Board’s oversight function. Under Article 16 the
Articles of Association, the general authority to represent CNH Industrial shall be vested in the Board of Directors, as well as in each of the
executive Directors to whom the title Chairman of the Company or Chief Executive Officer has been granted. Seven directors (representing
the majority of the directors) qualified as independent under the NYSE Listing Standards and the Dutch Corporate Governance Code.
The Board of Directors has also appointed Mr. John Elkann Senior Non-Executive Director for the purpose of Section III.8.1 of the Dutch
Corporate Governance Code. The Senior Non-Executive Director takes care of the proper functioning of the Board of Directors and its
Committees.
On September 9, 2013 the Board of Directors of the Company appointed the following internal committees: (i) an Audit Committee, (ii) a
Governance and Sustainability Committee, and (iii) a Compensation Committee.
On certain key industrial matters the Board of Directors is advised by the Group Executive Council (“GEC”). The GEC is an operational
decision-making body of CNH Industrial, which is responsible for reviewing the operating performance of the businesses, and making decisions
on certain operational matters.
The Board of Directors has also appointed certain officers of CNH Industrial, including the Chief Financial Officer, the Chief Human Resources
Officer, the Chief Purchasing Officer, the Corporate Controller and Chief Accounting Officer, the Treasurer, the Secretary of the Board, the
Chief Quality Officer, and the Chief Manufacturing Officer.
During 2015, there were four meetings of the Board of Directors. Attendance at the Board meetings was 96%.
The Board of Directors (as well as the Audit Committee and Compensation Committee) evaluated its performance during 2015. The
evaluations consisted of a self-assessment by each of the bodies facilitated by a written questionnaire designed to promote a robust and
comprehensive assessment discussion.
73

The current composition of the Board of Directors is the following:


Sergio Marchionne, Chairman (Executive-Director)
Sergio Marchionne is Chairman of CNH Industrial N.V. He was Chairman of Fiat Industrial S.p.A. and CNH Global N.V. until the integration
of these companies into CNH Industrial. He also serves as CEO of Fiat Chrysler Automobiles N.V. and Chairman of Ferrari N.V. He is also
Chairman and CEO of FCA US LLC. He holds a Bachelor of Arts with a major in Philosophy from the University of Toronto and a Bachelor
of Laws from Osgoode Hall Law School at York University in Toronto, as well as a Master of Business Administration and a Bachelor of
Commerce from the University of Windsor (Canada). Mr. Marchionne is a barrister, solicitor and chartered accountant. He began his
professional career in Canada. From 1983 to 1985, he worked for Deloitte & Touche. From 1985 to 1988, at the Lawson Mardon Group of
Toronto. From 1989 to 1990, he served as Executive Vice President of Glenex Industries. From 1990 to 1992, he was Chief Financial Officer
(CFO) at Acklands Ltd. From 1992 to 1994, also in Toronto, he held the position of Vice President of Legal and Corporate Development and
CFO of the Lawson Mardon Group. From 1994 to 2000, he covered various positions of increasing responsibility at Algroup, headquartered
in Zurich (Switzerland), until becoming its CEO. He then went on to head the Lonza Group Ltd first as CEO (2000-2001) and then as
Chairman (2002). In February 2002, he became CEO of the SGS Group of Geneva. In March 2006, he was appointed Chairman of the
company, a position that he continues to hold. He was non-executive Vice Chairman and Senior Independent Director of UBS from 2008
until April 2010. Mr. Marchionne has been a member of the Board of Fiat S.p.A. since May 2003 and was appointed CEO in June 2004.
He became CEO of FCA US LLC in June 2009, as well as Chairman in September 2011. On October 13, 2014, he became CEO of Fiat
Chrysler Automobiles N.V. and Chairman of Ferrari S.p.A. In May 2010, he joined the Board of Directors of Exor S.p.A. and in May 2015 was
appointed Non-executive Vice Chairman. He is a member of the Board of Philip Morris International Inc. and of the Board of the Peterson
Institute for International Economics as well as Chairman of the Council for the United States and Italy. Born in 1952, Canadian and Italian
citizenship. Date of first appointment: November 23, 2012.
Richard J. Tobin, Chief Executive Officer (Executive-Director) of CNH Industrial N.V., Brand President, Case Construction Equipment
and New Holland Construction Equipment, President, Construction Equipment Products Segment
Mr. Tobin is Chief Executive Officer (Executive-Director), Brand President Case Construction Equipment and New Holland Construction
Equipment and President, Construction Equipment Products Segment. Prior to the integration of Fiat Industrial S.p.A. and CNH Global N.V.
into CNH Industrial, Mr. Tobin was Group Chief Operating Officer of Fiat Industrial S.p.A. and President and Chief Executive Officer of CNH,
a role he assumed in January 2012 after two years as Chief Financial Officer (CFO) for CNH. Mr. Tobin carries forth extensive experience
in international finance and management that he acquired through regional and global leadership positions of growing responsibility and
scope. He began his career with GTE Corporation in Stamford, Connecticut (U.S.), as Vice President of International Marketing. In 1995,
he joined Alusuisse-Lonza SA in Zurich, Switzerland, as General Manager and Vice President, where he remained until 2001, the year in
which he joined Alcan Aluminum of Montreal, Canada, with a general management role. In 2002, Mr. Tobin joined SGS Group of Geneva,
Switzerland, where he became the Chief Operating Officer for North America. In 2004, he became SGS Group’s Chief Finance Officer &
Head of Information Technology, a position he retained for six years before finally joining CNH in March 2010. Mr. Tobin holds Bachelor of
Arts and Master of Business Administration degrees from Norwich University and Drexel University, respectively. He currently sits on the
U.S. Chamber of Commerce Board of Directors and is a member of the Business Roundtable. Born in 1963, American citizenship. Date of
first appointment: November 23, 2012.
Jacqueline A. Tammenoms Bakker, Director (Non-Executive Director—independent), Member of the Governance and Sustainability
Committee
Jacqueline A. Tammenoms Bakker was a Director of Fiat Industrial S.p.A. from April 5, 2012 until the merger of the company into CNH
Industrial. Jacqueline A. Tammenoms Bakker studied at Oxford University (BA) and the Johns Hopkins School for Advanced International
Studies in Washington D.C. (MA). She joined Shell International in 1977, holding a number of positions in the Netherlands, the U.K. and
Turkey. In 1989, she joined McKinsey where she worked as a consultant in the U.K. and the Netherlands until 1995 when she was appointed
Vice-President Food Europe at Quest International (Unilever) in the Netherlands. In 1999 she moved to the public sector in the Netherlands,
firstly as Director of GigaPort (a public-private initiative to roll out broadband networks), and then as Director-General of Freight Transport
(2001-2004) and Director-General of Civil Aviation and Freight Transport (2004-2007) at the Dutch Ministry of Transport. In 2006, she was
awarded the Légion d’Honneur for her contribution to cooperation between the Netherlands and France, and in 2006/2007, she chaired
the High Level Group on the regulatory framework for civil aviation reporting to the EU Commissioner for Transport. Since 2008, Ms.
Tammenoms Bakker has been an independent Board member; she is currently a Board member of TomTom (NL), Unibail Rodamco (FR),
Groupe Wendel (FR) and Chairman of the Van Leer Group Foundation (NL). Previously she was a Board member of Vivendi (FR) (2010-
2014) and Tesco PLC (U.K.) (2009-2015). Born in 1953, Dutch citizenship. Date of first appointment: September 29, 2013.
John Elkann, Director (Senior Non-Executive Director), Chairman of the Governance and Sustainability Committee, Chairman of the
Compensation Committee
John Elkann was a Director of Fiat Industrial S.p.A. from incorporation of the company until its merger into CNH Industrial. Mr. Elkann holds
a degree in Engineering from Politecnico, the Engineering University of Turin (Italy). Mr. Elkann is Chairman of Fiat Chrysler Automobiles N.V.,
Chairman and Chief Executive Officer of EXOR S.p.A. and Chairman of Giovanni Agnelli e C. Sapaz. In addition, he serves as Chairman of
74 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

Italiana Editrice and is on the boards of The Economist Group and News Corporation. While at university, he gained work experience at
various Fiat Group companies in the U.K. and Poland (manufacturing), as well as France (sales and marketing). He started his professional
career in 2001 at General Electric as a member of the Corporate Audit Staff, with assignments in Asia, the USA and Europe. Mr. Elkann is
member of the IAC of Brookings Institution and of MoMA. He also serves as Vice Chairman of the Italian Aspen Institute and the Giovanni
Agnelli Foundation. Born in 1976, Italian citizenship. Date of first appointment: September 29, 2013.
Mina Gerowin, Director (Non-Executive Director), Member of the Governance and Sustainability Committee
Ms. Gerowin has an A.B. from Smith College in Political Economy, a J.D. from the University of Virginia School of Law and an MBA from
Harvard Business School where she was a Baker Scholar. She practiced law in Switzerland and New York then worked as Investment Banker
in International Mergers and Acquisitions at Lazard Frères in New York and Paris. Ms. Gerowin formed her own consulting and investing
company, completing five LBO transactions and participated in their direction as an officer and director. After their sale, she consulted
internationally. Ms. Gerowin was a Managing Director of Paulson Europe LLP in London working on event, credit, distressed, recovery and
merger arbitrage. She joined Paulson & Co. in 2004, helping establish the hedge fund’s Event fund. Mina Gerowin is a Director of EXOR
S.p.A., Lafarge S.A. and a member of the Global Advisory Committee of Samsung Asset Management. Born in 1951, American citizenship.
Date of first appointment: September 29, 2013.
Maria Patrizia Grieco, Director (Non-Executive Director—independent), Member of the Compensation Committee
Maria Patrizia Grieco was a Director of Fiat Industrial S.p.A. from April 5, 2012 until the merger of the company into CNH Industrial. Ms.
Grieco holds a degree in Law from Milan State University. She began her career in 1977 in the Legal & General Affairs division of Italtel,
becoming head of the division in 1994. In 1999, she was appointed as Italtel’s Chief Operating Officer to reorganize and reposition the
company, of which she became CEO in 2002. From September 2003 to January 2006, she was CEO of Siemens Informatica, the Siemens
Business Services parent company in Italy. She became member of the Executive Council of Siemens Business Services at worldwide level.
From February 2006 to September 2008, she was a Partner of Value Partners and CEO of the Value Team Group – now NTT Data - which
provides IT consultancy and services in Italy and abroad through approximately 2,700 professionals. From November 2008 to March 2013
she was CEO of Olivetti, from June 2011 to June 2014 she held the office of Chairman, while from June to October 2014 she was Director
of Olivetti. In May 2014, she was appointed Chairman of Enel S.p.A. She is on the Board of Anima Holding S.p.A. She has been appointed in
November 2014 to the Board of Bocconi University and from September 2014 she is a member of the steering committee and the general
council of Assonime. She serves as a Director of Save the Children and on the Advisory Board of British Telecom Italy. Born in 1952, Italian
citizenship. Date of first appointment: September 29, 2013.
Léo W. Houle, Director (Non-Executive Director—independent), Member of the Compensation Committee
Mr. Houle was a Director of CNH Global N.V. from April 7, 2006 until the merger of the company into CNH Industrial. On September 6,
2011, Mr. Houle was appointed to the Board of Directors of Chrysler Group LLC now known as FCA US LLC. Mr. Houle was Chief Talent
Officer of BCE Inc. and Bell Canada, Canada’s largest communications company, from June 2001 until his retirement in July 2008. Prior to
joining BCE and Bell Canada, Mr. Houle was Senior Vice-President, Corporate Human Resources of Algroup Ltd., a Swiss-based diversified
industrial company. From 1966 to 1987, Mr. Houle held various managerial positions with the Bank of Montreal, the last of which was Senior
Manager, Human Resources Administration Centers. In 1987, Mr. Houle joined the Lawson Mardon Group Limited and served as Group
Vice-President, Human Resources until 1994 when Algroup Ltd. acquired Lawson Mardon Group, at which time he was appointed Head
of Human Resources for the packaging division of Algroup, and in 1997, Head of Corporate Human Resources of Algroup, Ltd. Mr. Houle
completed his studies at the College Saint Jean in Edmonton, attended the Executive Development Program in Human Resources at the
University of Western Ontario in 1987 and holds the designation of Certified Human Resources Professional (CHRP) from the Province of
Ontario. Born in 1947, Canadian citizenship. Date of first appointment: September 29, 2013.
Peter Kalantzis, Director (Non-Executive Director—independent), Member of the Audit Committee, Member of the Compensation
Committee
Mr. Kalantzis was a Director of CNH Global N.V. from April 7, 2006 until the merger of the company into CNH Industrial. Mr. Kalantzis has
been a non-executive member of various boards of directors since 2001. Prior to 2000, he was responsible for Alusuisse-Lonza Group’s
corporate development and actively involved in the de-merger and stock market launch of Lonza, as well as the merger process of Alusuisse
and Alcan. Mr. Kalantzis served as head of the Chemicals Division of Alusuisse-Lonza Group from 1991 until 1996. In 1991, Mr. Kalantzis was
appointed Executive Vice-President and member of the Executive Committee of the Alusuisse-Lonza Group. Between 1971 and 1990, he
held a variety of positions at Lonza Ltd. in Basel. Mr. Kalantzis is Chairman of the Board of Clair Ltd., Cham (Switzerland); Chairman of Von
Roll Holding Ltd., Breitenbach (Switzerland) and Chairman of Degussa Sonne/Mond Goldhandel AG, Cham (Switzerland). He is a member of
the Board of Movenpick-Holding Ltd., Baar (Switzerland); of Paneuropean Oil and Industrial Holdings, Luxembourg; of Consolidated Lamda
Holdings (Luxembourg); of SGS Ltd., Geneva (Switzerland); and of Hardstone Services SA, Geneva (Switzerland). He is also President of
the Board of John S. Latsis Public Benefit Foundation, Vaduz (Liechtenstein). From 1993 until 2002, he served on the Board of the Swiss
Chemical and Pharmaceutical Association as Vice-President and in 2001-2002 as President. Mr. Kalantzis holds a Ph.D. in Economics and
Political Sciences from the University of Basel and engaged in research as a member of the Institute for Applied Economics Research at the
University of Basel between 1969 and 1971. Born in 1945, Swiss and Greek citizenship. Date of first appointment: September 29, 2013.
75

John Lanaway, Director (Non-Executive Director—independent), Member of the Audit Committee


Mr. Lanaway was elected a director of CNH Industrial N.V. in September 2013. Mr. Lanaway previously served as a director of CNH Global
N.V. from 2006 to 2013. On September 6, 2011, Mr. Lanaway was appointed to the Board of Directors of Chrysler Group LLC now known
as FCA US LLC. His work and academic background includes: 2011–Present, independent consultant; 2007-2011, Executive Vice President
and Chief Financial Officer, North America at McCann Erickson; 2001-2007, various positions of increasing responsibility at Ogilvy North
America, finally as Senior Vice President and Chief Financial Officer; 1999-2001, Chief Financial Officer and Senior Vice President at Geac
Computer Corporation Limited; 1997-1999, Chief Financial Officer for Algorithmics Incorporated; 1995-1997, Senior Vice President and
Chief Financial Officer at Spar Aerospace; 1993-1994, Sector Vice President, Labels North America with Lawson Mardon Group Limited;
1989-1993, Group Vice President and Chief Financial Officer for Lawson Mardon Group Limited; 1988-1989, General Manager at Lawson
Mardon Graphics; 1985-1988, Vice President, Financial Reporting and Control at Lawson Mardon Group Limited; 1980-1985, Client Service
Partner at Deloitte; and 1971-1980 Student-Staff Accountant-Supervisor-Manager with Deloitte. Mr. Lanaway graduated from the Institute
of Chartered Accountants of Ontario, C.A. and has a Bachelor of Arts degree from the University of Toronto. Born in 1950, American,
Canadian and British citizenship. Date of first appointment: September 29, 2013.
Guido Tabellini, Director (Non-Executive Director—independent)
Guido Tabellini was a Director of Fiat Industrial S.p.A. from March 10, 2011 until the merger of the company into CNH Industrial. Guido
Tabellini is a professor at Università Bocconi, where he also served as Rector from November 2008 to October 2012. Also at Bocconi, he
served as Director and then President of the Innocenzo Gasparini Institute for Economic Research (IGIER). Prior to that, Mr. Tabellini taught
at Stanford University, UCLA, Università di Cagliari and Università di Brescia. He has been a research fellow and advisor for numerous
international organizations and research institutes and was a member of the Council of Economic Advisors to the Italian Prime Minister, of
the Privatization Committee and of the Advisory Panel on Public Expenditures to the Italian Ministry of the Economy. Mr. Tabellini received
a Ph.D. in Economics from UCLA in 1984. He is a Fellow of the Econometric Society and a Foreign Honorary Member of the American
Academy of Arts and Sciences. He has won the Y. Jahnsson Award from the European Economic Association and is a former President of the
European Economic Association. Mr. Tabellini has published numerous articles and books on macroeconomics and political, international and
public economics. He is also columnist for Il Sole 24 Ore. Board memberships at other listed companies: CIR. Born in 1956, Italian citizenship.
Date of first appointment: September 29, 2013.
Jacques Theurillat, Director (Non-Executive Director—independent), Chairman of the Audit Committee
Mr. Theurillat was a Director of CNH Global N.V. from April 7, 2006 until the merger of the company into CNH Industrial. Since May, 2008,
Mr. Theurillat has served as Managing Partner of Ares Life Sciences, a private equity fund whose objective is to build a portfolio in life sciences.
Mr. Theurillat served as the Serono SA Deputy CEO until December 2006. In addition to his role as Deputy CEO, he was appointed Senior
Executive Vice President, Strategic Corporate Development in May 2006 and was responsible for developing the company’s global strategy
and pursuing Serono’s acquisition and in- licensing initiatives. From 2002 to 2006, Mr. Theurillat served as Serono’s President of European
and International Sales & Marketing. In this position, he was responsible for Serono’s commercial operations in Europe, IBO, Asia-Pacific,
Oceania/Japan, Latin America and Canada. He became a Board member in May 2000. From 1996 to 2002, he was Chief Financial Officer. He
previously served as Managing Director of the Istituto Farmacologico Serono in Rome, where he started in 1994. In 1993, he was appointed
Vice President Taxes and Financial Planning for Serono. In 1990- 1993, Mr. Theurillat worked outside Serono, running his own law and tax
firm. Before that, he was Serono’s Corporate Tax Director, a post to which he was appointed in 1988. He first joined Serono in 1987 as a
Corporate Lawyer working on projects such as the company’s initial public offering. Mr. Theurillat is a Swiss barrister and holds Bachelor of
Law degrees from both Madrid University and Geneva University. He also holds a Swiss Federal Diploma (Tax Expert) and has a Master’s
degree in Finance. Born in 1959, Swiss citizenship. Date of first appointment: September 29, 2013.

Mr. John Elkann and Ms. Maria Patrizia Grieco will not stand for reappointment to the Board of Directors at the AGM to be held on April 15,
2016. The Board recommends the appointment of two new directors to serve on the Board of Directors: Ms. Suzanne Heywood and Ms. Silke
Christina Scheiber. Subject to their appointment at the upcoming AGM, it is expected that Ms. Scheiber will join the Audit Committee and
Ms. Heywood will Chair the Governance and Sustainability Committee and will also be appointed to the Compensation Committee. Further,
subject to his re-appointment at the upcoming AGM, it is expected that Mr. Houle will serve as the Senior Non-Executive Director and Chair
the Compensation Committee.
76 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

BOARD REGULATIONS
On September 9, 2013 the Board of Directors adopted regulations governing the operations of the Board of Directors and its Committees.
The regulations contain provisions concerning the manner in which meetings of the Board of Directors are called and held, including the
decision-making process. The regulations provide that meetings may be held by telephone conference or video-conference, provided that all
participating Directors can follow the proceedings and participate in real-time discussion of the items on the agenda.
The Board of Directors can only transact business, including the adoption of resolutions, if a majority of the Directors in office shall be present
at the Board meeting or be represented at such meeting.
A member of the Board of Directors may only be represented by a co-member of the Board of Directors authorized in writing.
The expression in writing shall include any message transmitted by current means of communication.
A member of the Board of Directors may not act as proxy for more than one co-member.
All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at the meeting, provided that
the regulations may contain specific provisions in this respect. Each Director shall have one vote.
The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall have expressed their opinions
in writing, unless one or more Directors shall object to a resolution being adopted in this way.
The regulations are available on the Company’s website, www.cnhindustrial.com.

THE AUDIT COMMITTEE


The Audit Committee is responsible for assisting the Board of Directors’ oversight of: (i) the integrity of the Company’s financial statements,
(ii) the Company’s policy on tax planning, (iii) the Company’s financing, (iv) the Company’s application of information and communication
technology, (v) the systems of internal controls that management and the Board of Directors have established, (vi) the Company’s compliance
with legal and regulatory requirements, (vii) the Company’s compliance with recommendations and observations of internal and external
auditors, (viii) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest, (ix) the independent
auditors’ qualifications, independence, remuneration and any non-audit services for the Company, (x) the performance of the Company’s
internal audit function and of the independent auditors, (xi) risk management guidelines and policies, and (xii) the implementation and
effectiveness of the Company’s ethics and compliance program.
The Audit Committee currently consists of Messrs. Theurillat (Chairman), Kalantzis and Lanaway. The Audit Committee is elected by
the Board of Directors and is comprised of at least three members who may be appointed for terms of up to two years, each of whom
must be a Non-Executive Director. Audit Committee members are also required (i) not to have any material relationship with the
Company or to serve as auditors or accountants for the Company, (ii) to be “independent”, under the NYSE Listing Standards, Rule
10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Dutch Corporate Governance Code, and (iii)
to be “financially literate” and have “accounting or selected financial management exper tise” (as determined by the Board of Directors).
At least one member of the Audit Committee shall be a “financial exper t” as defined in the Sarbanes-Oxley Act and the rules of the
SEC and best practice provision III.5.7 of the Dutch Corporate Governance Code. No Audit Committee member may serve on more
than four audit committees for other public companies, absent a waiver from the Board of Directors, which must be disclosed in the
annual repor t on Form 20-F. Unless decided otherwise by the Audit Committee, the Company’s independent auditors as well as the
Chief Financial Officer attend its meetings.
During 2015, the Audit Committee, inter alia, reviewed and discussed the annual and quarterly financial statements, the key risks and controls
relating to the Company’s information systems, the appropriateness and completeness of the system of internal control.
During 2015 the Audit Committee met seven times and attendance of Directors at those meetings was 100%.

THE COMPENSATION COMMITTEE


The Compensation Committee is responsible for, among other things, assisting the Board of Directors in: (i) determining executive compensation
consistent with the Company’s remuneration policy, (ii) reviewing and recommending for approval the compensation of executive Directors,
(iii) administering equity incentive plans and deferred compensation benefit plans, and (iv) discussing with management the Company’s policies
and practices related to compensation and issuing recommendations thereon.
The Compensation Committee currently consists of Mr. Elkann (Chairman), Ms. Grieco and Messrs. Houle and Kalantzis. The Compensation
Committee is elected by the Board of Directors and is comprised of at least three directors. No more than one member may be non-
independent under the NYSE Listing Standards and the Dutch Corporate Governance Code. The members of the Compensation Committee
77

are appointed for terms of up to two years. Unless decided otherwise by the Compensation Committee, the Chief Human Resources Officer
for the Company attends its meetings.
During 2015 the Compensation Committee met two times and attendance of Directors at those meetings was 100%.

THE GOVERNANCE AND SUSTAINABILITY COMMITTEE


The Governance and Sustainability Committee is responsible for, among other things, assisting the Board of Directors with: (i) the
identification of the criteria, professional and personal qualifications for candidates to serve as Directors of the Company, (ii) periodic
assessment of the size and composition of the Board of Directors, (iii) periodic assessment of the functioning of individual Board members
and reporting on this to the Board of Directors, (iv) proposals for appointment of executive and non-executive Directors, (v) supervision of
the selection criteria and appointment procedure for senior management, (vi) monitoring and evaluating reports on the Group’s sustainable
development policies and practices, management standards, strategy, performance and governance globally, and (vii) reviewing, assessing
and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the Company’s annual Sustainability
Report.
The Governance and Sustainability Committee currently consists of Mr. Elkann (Chairman), Ms. Tammenoms Bakker and Ms. Gerowin. The
Governance and Sustainability Committee is elected by the Board of Directors and is comprised of at least three Directors. No more than two
members may be non-independent under the NYSE Listing Standards and the Dutch Corporate Governance Code, and none of the members
may be executive Directors. The members of the Governance and Sustainability Committee are appointed for terms of up to two years.
In addition, as described above, the charters of the Audit Committee, Compensation Committee and Governance and Sustainability Committee
set forth independence requirements for their members for purposes of the Dutch Corporate Governance Code. Audit Committee members
are also required to qualify as independent under the NYSE Listing Standards and Rule 10A-3 of the Exchange Act.
During 2015 the Governance and Sustainability Committee met one time and attendance of Directors at that meeting was 100%.

AMOUNT AND COMPOSITION OF THE REMUNERATION OF THE BOARD


OF DIRECTORS
Details of the remuneration of the Board of Directors and its Committees are set forth under the Section Remuneration of Directors.

INDEMNIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS


The Company has committed to indemnify any and all of its Directors, officers, former Directors, former officers and any person who may
have served at its request as a Director or officer of another company in which it owns shares or of which it is a creditor, against any and all
expenses actually and necessarily incurred by any of them in connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been Director or officer of the Company, or of such other company,
except in relation to matters as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified
may be entitled otherwise.

CONFLICT OF INTEREST
A member of the Board of Directors shall not participate in discussions and decision making with respect to a matter in relation to which
he or she has a direct or indirect personal interest that is in conflict with the interests of the Company and the business associated with the
Company (“Conflict of Interest”).
In addition, the Board of Directors as a whole may, on an ad hoc basis, resolve that there is such a strong appearance of a Conflict of Interest of
an individual member of the Board of Directors in relation to a specific matter, that it is deemed in the best interest of a proper decision making
process that such individual member of the Board of Directors be excused from participation in the decision making process with respect to
such matter even though such member of the Board of Directors may not have an actual Conflict of Interest.
At least annually, each Director shall assess in good faith whether (i) he or she is independent under (A) best practice provision III.2.2. of
the Dutch Corporate Governance Code, (B) the requirements of Rule 10A-3 under the Exchange Act, and (C) Section 303A of the NYSE
Listed Company Manual; and (ii) he or she would have a Conflict of Interest in connection with any transactions between the Company
and a significant shareholder or related party of the Company, including affiliates of a significant shareholder (such conflict, a “Related-Party
Conflict”), it being understood that currently EXOR S.p.A. would be considered a significant shareholder.
78 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

The Directors shall inform the Board through the Chairman or the Secretary of the Board as to all material information regarding any
circumstances or relationships that may impact their characterization as “independent”, or impact the assessment of their interests, including
by responding promptly to the annual director and officer questionnaires circulated by or on behalf of the Chairman that are designed to elicit
relevant information regarding business and other relationships.
Based on each Director’s assessment described above, the Board shall make a determination at least annually regarding such Director’s
independence and such Director’s Related-Party Conflict. These annual determinations shall be conclusive absent a change in circumstances
from those disclosed to the Board that necessitates a change in such determination.

LOYALTY VOTING STRUCTURE


In connection with the Merger, CNH Industrial implemented a loyalty voting structure, pursuant to which the former shareholders of each of
Fiat Industrial and CNH Global were able to elect to receive one CNH Industrial special voting share with a nominal value of €0.01 per share
for each CNH Industrial common share they were entitled to receive in the Merger, provided that they fulfilled the requirements described
in the terms and conditions of the special voting shares. The CNH Industrial common shares held by shareholders that elected to receive
loyalty shares were registered in a separate register (the “Loyalty Register”) of CNH Industrial’s share register. Following this registration, a
corresponding number of special voting shares were allocated to such shareholders, and the additional voting rights could be exercised at
the first CNH Industrial shareholders’ meeting which followed the registration. By signing an election form, whose execution was necessary
to elect to receive special voting shares, shareholders also agreed to be bound by the terms and conditions thereof, including the transfer
restrictions described below. The terms and conditions applicable to special voting shares are available on the Company’s website (www.
cnhindustrial.com).
Following the completion of the Merger, CNH Industrial shareholders may at any time elect to participate in the loyalty voting structure by
requesting that CNH Industrial registers all or some of their CNH Industrial common shares in the Loyalty Register. If these CNH Industrial
common shares have been registered in the Loyalty Register (and thus blocked from trading in the regular trading system) for an uninterrupted
period of three years in the name of the same shareholder, such shares become eligible to receive special voting shares (the “Qualifying
Common Shares”) and the relevant shareholder will be entitled to receive one special voting share for each such Qualifying Common Share.
If at any time such CNH Industrial common shares are de-registered from the Loyalty Register for whatever reason, the relevant shareholder
shall lose his/her/its entitlement to hold a corresponding number of special voting shares.
A holder of Qualifying Common Shares may at any time request the de-registration of some or all such shares from the Loyalty Register, which
will allow such shareholder to freely trade its CNH Industrial common shares. From the moment of such request, the holder of Qualifying
Common Shares shall be considered to have waived his/her/its rights to cast any votes in respect of any special voting shares associated with
such Qualifying Common Shares. Upon the de-registration from the Loyalty Register, the relevant shares will therefore cease to be Qualifying
Common Shares. Any de-registration request would automatically trigger a mandatory transfer requirement pursuant to which the special
voting shares will be acquired by CNH Industrial for no consideration (om niet) in accordance with the terms and conditions of the special
voting shares.
CNH Industrial’s common shares are freely transferable. However, any transfer or disposal of CNH Industrial’s common shares with which
special voting shares are associated would trigger the de-registration of such common shares from the Loyalty Register and the transfer of
all relevant special voting shares to CNH Industrial. Special voting shares are not admitted to listing and are transferable only in very limited
circumstances. In particular, no shareholder shall, directly or indirectly: (a) sell, dispose of or transfer any special voting share or otherwise grant
any right or interest therein; or (b) create or permit to exist any pledge, lien, fixed or floating charge or other encumbrance over any special
voting share or any interest in any special voting share.
The purpose of the loyalty voting structure is to grant long-term CNH Industrial shareholders an extra voting right by means of granting a
special voting share (shareholders holding special voting shares are entitled to exercise one vote for each special voting share held and one vote
for each CNH Industrial common share held), without entitling such shareholders to any economic rights, other than those pertaining to the
CNH Industrial common shares. However, under Dutch law, the special voting shares cannot be excluded from economic entitlements. As a
result, in accordance with the Articles of Association, holders of special voting shares are entitled to a minimum dividend, which is allocated to
a separate special dividend reserve (the “Special Dividend Reserve”). The distribution of dividends from the Special Dividend Reserve can only
be approved by the general meeting of the holders of special voting shares upon proposal of the Board of Directors of CNH Industrial. The
power to vote upon the distribution from the Special Dividend Reserve is the only power that is granted to that meeting, which can only be
convened by the Board of Directors as it deems necessary. The special voting shares do not have any other economic entitlement.
Section 10 of the special voting shares terms and conditions includes liquidated damages provisions intended to discourage any attempt by
holders of special voting shares to violate the terms thereof. These liquidated damages provisions may be enforced by CNH Industrial by means
of a legal action brought by the Company in the courts of the Netherlands. In particular, a violation of the provisions of the above-mentioned
terms and condition concerning the transfer of special voting shares may lead to the imposition of liquidated damages.
79

Pursuant to Section 12 of the special voting shares terms and conditions, any amendment to the terms and conditions (other than merely
technical, non-material amendments) may only be made with the approval of the general meeting of shareholders of CNH Industrial.
A shareholder must promptly notify CNH Industrial upon the occurrence of a change of control, which is defined in Article 4(1)(n) of the
Articles of Association as including any direct or indirect transfer, carried out through one or a series of related transactions, by a CNH
Industrial shareholder that is not an individual (natuurlijk persoon) of (i) the ownership or control of 50% or more of the voting rights of such
shareholder, (ii) the de facto ability to direct the casting of 50% or more of the votes which may be expressed at the general meetings of
such shareholder, or (iii) the ability to appoint or remove half or more of the Directors, executive Directors or Board members or executive
officers of such shareholder or to direct the casting of 50% or more of the voting rights at meetings of the Board, governing body or executive
committee of such shareholder. In accordance with Article 4(1)(n) of the Articles of Association, no change of control shall be deemed to
have occurred if (i) the transfer of ownership and/or control is the result of the succession or the liquidation of assets between spouses or
the inheritance, inter vivos donation or other transfer to a spouse or a relative up to and including the fourth degree or (ii) the fair market
value of the Qualifying Common Shares held by the relevant CNH Industrial’s shareholder represents less than 20% of the total assets of the
Transferred Group at the time of the transfer and the Qualifying Common Shares, in the sole judgment of CNH Industrial, are not otherwise
material to the Transferred Group or the change of control transaction. Article 4(1)(n) of the Articles of Association defines “Transferred
Group” as comprising the relevant shareholder together with its affiliates, if any, over which control was transferred as part of the same change
of control transaction, as such term in defined in Article 4(1)(n) of CNH Industrial’s Articles of Association. A change of control will trigger the
de-registration of the relevant Qualifying Common Shares from the Loyalty Register and the suspension of the special voting rights attached
to the Qualifying Common Shares.
If the Company were to be dissolved and liquidated, after all the debts of the Company have been paid, any remaining balances would be
distributed in the following order of priority: (i) first, to satisfy the aggregate balance of share premium reserves and other reserves to the
holders of CNH Industrial common shares in proportion to the number of common shares held by each of them; (ii) second, an amount equal
to the aggregate amount of the nominal value of the CNH Industrial common shares to the holders thereof in proportion to the number of
common shares held by each of them; (iii) third, an amount equal to the aggregate amount of the Special Dividend Reserve to the holders of
special voting shares in proportion to the number of special voting shares held by each of them; and (iv) fourth, the aggregate amount of the
nominal value of the special voting shares to the holders thereof in proportion to the number of special voting shares held by each of them.
No liquidation payments will be made on shares that the Company holds in treasury.

GENERAL MEETING OF SHAREHOLDERS


At least one general meeting of Company shareholders shall be held every year, which meeting shall be held within six months after the close
of the prior financial year.
Furthermore, general meetings of shareholders shall be held in the situations referred to in Article 2:108a of the Dutch Civil Code and as often
as the Board of Directors, the Chairman, the Senior Non-Executive Director or the Chief Executive Officer deems it necessary to hold them,
without prejudice to what has been provided in the next paragraph hereof.
Shareholders solely or jointly representing at least ten percent (10%) of the Company’s issued share capital may request the Board of
Directors, in writing, to call a general meeting of shareholders, stating the matters to be dealt with.
If the Board of Directors fails to call a meeting, then such shareholders may, on their application, be authorized by the interim provisions judge
of the court (voorzieningenrechter van de rechtbank) to convene a general meeting of the Company’s shareholders. The interim provisions judge
(voorzieningenrechter van de rechtbank) shall reject the application if he/she is not satisfied that the applicants have previously requested the
Board of Directors in writing, stating the exact subjects to be discussed, to convene a general meeting of shareholders.
General meetings of shareholders shall be held in Amsterdam or Haarlemmermeer (Schiphol Airport), and shall be called by the Board of
Directors, the Chairman, the Senior Non-Executive Director or the Chief Executive Officer, in such manner as is required to comply with the
law and the applicable stock exchange regulations, not later than on the forty-second day prior to the meeting.
All convocations of meetings of shareholders and all announcements, notifications and communications to Company shareholders shall be
made by means of an announcement on the Company’s website and such announcement shall remain accessible until the relevant general
meeting of shareholders. Any communication to be addressed to the general meeting of shareholders by virtue of law or the Articles of
Association, may be either included in the notice (referred to in the preceding sentence) or, to the extent provided for in such notice, on the
Company’s website and/or in a document made available for inspection at the office of the Company and such other place(s) as the Board of
Directors shall determine.
Convocations of meetings of shareholders may be sent to shareholders through the use of an electronic means of communication to the
address provided by such shareholders to the Company for this purpose.
The notice shall state the place, date and hour of the meeting and the agenda of the meeting as well as the other information required by law.
80 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

An item proposed in writing by such number of shareholders who, by law, are entitled to make such proposal, shall be included in the notice or
shall be announced in a manner similar to the announcement of the notice, provided that the Company has received the relevant shareholder’s
request, including the reasons for putting the relevant item on the agenda, no later than the sixtieth day before the day of the meeting.
The agenda of the annual general meeting shall contain, inter alia, the following items:
a) adoption of the Company’s annual accounts;
b) granting of discharge to the members of the Board of Directors in respect of the performance of their duties in the relevant financial year;
c) the policy of the Company on additions to reserves and on dividends, if any;
d) if applicable, the proposal to pay a dividend;
e) if applicable, discussion of any substantial change in the corporate governance structure of the Company;
f) the appointment of directors; and
g) any matters decided upon by the person(s) convening the meeting and any matters placed on the agenda with due observance of
applicable Dutch laws.
The Board of Directors shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an
overriding interest of the Company. If the Board of Directors invokes an overriding interest, it must provide shareholders with details of the
overriding interest.
When convening a general meeting of shareholders, the Board of Directors shall determine that, for the purpose of Article 18 and Article
19 of the Articles of Association, persons with the right to vote or attend meetings shall be considered those persons who have these rights
at the twenty-eighth day prior to the day of the meeting (the “Record Date”) and are registered as such in a register to be designated by the
Board of Directors for such purpose, irrespective whether they will have these rights at the date of the meeting. In addition to the Record
Date, the notice of the meeting shall further state the manner in which Company shareholders and other parties with meeting rights may have
themselves registered and the manner in which those rights can be exercised.
The general meeting of shareholders shall be presided over by the Senior Non-Executive Director or, in his absence, by the person chosen by
the Board of Directors to act as chairperson for such meeting.
One of the persons present designated for that purpose by the chairperson of the meeting shall act as secretary and take minutes of the
business transacted. The minutes shall be confirmed by the chairperson of the meeting and the secretary and signed by them in witness thereof.
The minutes of the general meeting of shareholders shall be made available, on request, to the shareholders no later than three months after
the end of the meeting, after which the shareholders shall have the opportunity to react to the minutes in the following three months. The
minutes shall then be adopted in the manner as described in the preceding paragraph.
If an official notarial record is made of the business transacted at the shareholders’ meeting then minutes need not be drawn up and it shall
suffice that the official notarial record be signed by the notary. Each Director shall at all times have power to give instructions for having an
official notarial record made at the Company’s expense.
As a prerequisite to attending the meeting and, to the extent applicable, exercising voting rights, shareholders entitled to attend the meeting
shall be obliged to inform the Board of Directors in writing within the time frame mentioned in the convening notice. At the latest this notice
must be received by the Board of Directors on the day specified in the convening notice.
Shareholders and those permitted by law to attend the shareholders’ meeting may cause themselves to be represented at any meeting by a
proxy duly authorized in writing, provided they shall notify the Company in writing of their wish to be represented at such time and place as
shall be stated in the notice of the meeting. For the avoidance of doubt, such attorney is also authorized in writing if the proxy is documented
electronically. The Board of Directors may determine further rules concerning the deposit of the powers of attorney and any such additional
rules shall be mentioned in the notice of the meeting.
The Company is exempt from the proxy rules under the U.S. Securities Exchange Act of 1934, as amended.
The chairperson of the meeting shall decide on the admittance to the meeting of persons other than those who are entitled to attend.
For each general meeting of shareholders, the Board of Directors may decide that shareholders shall be entitled to attend, address and
exercise voting rights at such meeting through the use of electronic means of communication, provided that shareholders who participate in
the meeting are capable of being identified through the electronic means of communication and have direct cognizance of the discussions at
the meeting and the exercising of voting rights (if applicable). The Board of Directors may set requirements for the use of electronic means of
communication and state these in the convening notice. Furthermore, the Board of Directors may for each meeting of shareholders decide that
votes cast by the use of electronic means of communication prior to the meeting and received by the Board of Directors shall be considered
to be votes cast at the meeting. Such votes may not be cast prior to the Record Date. Whether the provision of the foregoing sentence applies
and the procedure for exercising the rights referred to in that sentence shall be stated in the notice.
81

Prior to being allowed admittance to a meeting, a shareholder or its attorney shall sign an attendance list, stating his/her/its name and, to the
extent applicable, the number of votes to which he/she/it is entitled. Each shareholder attending a meeting by the use of electronic means of
communication and identified in accordance with the above shall be registered on the attendance list by the Board of Directors. In the event
that it concerns an attorney of a shareholder, the name(s) of the person(s) on whose behalf the attorney is acting, shall also be stated. The
chairperson of the meeting may decide that the attendance list must also be signed by other persons present at the meeting.
The chairperson of the meeting may determine the time for which shareholders and others who are permitted to attend the general meeting
of shareholders may speak if he/she considers this desirable with a view to the orderly conduct of the meeting.
Every share (whether common or special voting) shall confer the right to cast one vote.
Shares in respect of which the law determines that no votes may be cast shall be disregarded for the purposes of determining the proportion
of shareholders voting, present or represented or the proportion of the share capital provided or represented.
All resolutions shall be passed with an absolute majority of the votes validly cast unless otherwise specified.
Blank votes shall not be counted as votes cast.
All votes shall be cast in writing or electronically. The chairperson of the meeting may, however, determine that voting by raising hands or in
another manner shall be permitted.
Voting by acclamation shall be permitted if none of the shareholders present objects.
No voting rights shall be exercised in the general meeting of shareholders for shares owned by the Company or by a subsidiary of the Company.
Usufructuaries of shares owned by the Company and its subsidiaries shall however not be excluded from exercising their voting rights, if the
usufruct was created before the shares were owned by the Company or a subsidiary.
Without prejudice to the other provisions of the Articles of Association, the Company shall determine for each resolution passed:
a. the number of shares on which valid votes have been cast;
b. the percentage that the number of shares as referred to under a. represents in the issued share capital;
c. the aggregate number of votes validly cast; and
d. the aggregate number of votes cast in favor of and against a resolution, as well as the number of abstentions.

ISSUANCE OF SHARES
The general meeting of shareholders or alternatively the Board of Directors, if it has been designated to do so by the general meeting of
shareholders, shall have authority to resolve on any issuance of shares. The general meeting of shareholders shall, for as long as any such
designation of the Board of Directors for this purpose is in force, no longer have authority to decide on the issuance of shares.
The general meeting of shareholders or the Board of Directors if so designated as provided in Article 5, paragraph 1 of the Articles of
Association, shall decide on the price and the further terms and conditions of issuance, with due observance of what has been provided in
relation thereto in the law and in the Articles of Association.
If the Board of Directors is designated to have authority to decide on the issuance of shares, such designation shall specify the class of shares
and the maximum number of shares that can be issued under such designation. When making such designation the duration thereof, which
shall not be for more than five years, shall be resolved upon at the same time. The designation may be extended from time to time for periods
not exceeding five years. The designation may not be withdrawn unless otherwise provided in the resolution in which the designation is made.
Payment for shares shall be made in cash unless another form of consideration has been agreed. Payment in a currency other than euro may
only be made with the consent of the Company.
For a period of five years from September 28, 2013 the Board of Directors has been irrevocably authorized by the shareholders to issue special
voting shares up to the maximum aggregate amount of special voting shares as provided for in the Company’s authorized share capital as set
forth in Article 3, paragraph 1 of the Articles of Association.
For a period of five years from September 29, 2013 the Board of Directors has been authorized by the shareholders to execute any
issuance of common shares of the Company, which authorization is limited to the issuance of up to a maximum of 15% of the total
number of common shares issued in the capital of the Company following the CNH Global N.V. merger effective date plus not more than
an additional 15% of the issued share capital of the Company as per the same date in relation to mergers or acquisitions. Fur thermore
and without application of the 15% limitation, the Board of Directors shall be authorized to issue common shares and grant rights to
subscribe for common shares in the capital of the Company pursuant to the equity incentive plans sponsored by the predecessors CNH
Global and Fiat Industrial (together with cer tain amendments due to their mutual alignment) and any future approved equity incentive
or compensation plans.
82 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

The Board of Directors of the Company has been also designated as the authorized body to limit or exclude the rights of pre-emption of
shareholders in connection with the proposed authority of the Board to issue common shares and grant rights to subscribe for common shares
as referred to above.
In the event of an issuance of common shares, every holder of common shares shall have a right of pre-emption with regard to the shares to
be issued of that class in proportion to the aggregate amount of his shares of that class; provided, however, that no such right of pre-emption
shall exist in respect of shares to be issued to Directors or employees of the Company or of a group company pursuant to any option plan of
the Company.
A shareholder shall have no right of pre-emption for shares that are issued against a non-cash contribution.
In the event of an issuance of Special Voting Shares to Qualifying Shareholders, shareholders shall not have any right of pre-emption.
The general meeting of shareholders or the Board of Directors, as the case may be, shall decide when passing the resolution to issue shares in
which manner and, subject to paragraph 3 of Article 6 of the Articles of Association, within what period the right of pre-emption may be exercised.

PRINCIPAL OFFICE AND HOME MEMBER STATE


The Company is incorporated under the laws of the Netherlands. It has its corporate seat in Amsterdam and the place of effective management
of the Company is in the United Kingdom.
The Company’s principal office and business address is at 25 St James’s Street, London, SW1A 1HA, United Kingdom.
The Company is registered at the Commercial Register kept at the Chamber of Commerce in Amsterdam under file number 56532474 and
at the Companies House in the United Kingdom under file number FC031116 BR016181.
The Netherlands is the Company’s home member state for the purposes of the EU Transparency Directive (Directive 2004/109/EC, as
amended).

CODE OF CONDUCT
On July 31, 2014, the Board of Directors adopted a new code of conduct (the “Code of Conduct”), which forms an integral part of the internal
control system and sets out the principles of business ethics to which CNH Industrial adheres and which Directors, employees, consultants
and business “partners” are required to observe. In particular, the Code of Conduct includes specific guidelines on issues relating to the
environment, health and safety, business ethics and anti-corruption, suppliers, management of human resources and the respect of human
rights.
The CNH Industrial Group uses its best endeavors to ensure that suppliers, consultants and any third party with whom the CNH Industrial
Group has a business relationship be informed of the adoption of the principles set forth in the Code of Conduct.
In addition, in 2015 the Company issued its Supplier Code of Conduct, which includes the Company’s guidelines and expectations for suppliers
with regard to labor and human rights, the environment, trade restrictions and export controls, business ethics, and reporting matters to the
Company.
The Code of Conduct is available on the Corporate Governance section of the Company’s website, www.cnhindustrial.com.
The Supplier Code of Conduct is available on the Suppliers section of the Company’s website.
The Board of Directors has established a procedure to ensure that the CNH Industrial’s employees and third parties have the possibility to
report alleged irregularities of a general, operational and financial nature with the Company. The Company’s compliance helpline is managed
by an independent third party. Reports may be submitted through a dedicated web portal (www.cnhindustrialcompliancehelpline.com), by
phone (to a call center managed by a third party), or to a Company representative. Where legally permissible, reports may be submitted on
an anonymous basis. In addition, where legally required, the nature of the reports may be limited to certain subject matters. The Company
investigates reports submitted and, in appropriate cases, implements corrective and/or disciplinary actions.
The Group’s Code of Conduct is supplemented by additional corporate policies and guidelines aimed at ensuring the Group’s activities are
conducted in a consistent and responsible manner.
83

RELATED PARTY TRANSACTIONS POLICY


The Company adopted a Related Party Transactions Policy to ensure that all the transactions with related parties (as defined in compliance
with IAS 24 and ASC 850) shall be subject to proper review, approval or ratification, as the case may be, in accordance with certain procedures
set forth by the Company in order to guarantee full transparency and substantive and procedural fairness.

INSIDER TRADING POLICY


On September 9, 2013, the Board of Directors adopted an insider trading policy setting forth guidelines and recommendations to all Directors,
officers and employees of the CNH Industrial Group with respect to transactions in CNH Industrial’s securities. This policy, which also applies
to immediate family members and members of the households of persons covered by the policy, is designed to prevent insider trading or
allegations of insider trading, and to protect CNH Industrial’s reputation for integrity and ethical conduct.
The Insider Trading Policy is available on the Corporate Governance section of the Company’s website, www.cnhindustrial.com.

SUSTAINABILITY PRACTICES
CNH Industrial is committed to operating in an environmentally and socially-responsible manner.
As discussed above, the Governance and Sustainability Committee was assigned responsibility for strategic oversight of sustainability-related
issues and reviews the Company’s annual Sustainability Report. The GEC defines the strategic approach, evaluates the congruity of the
Sustainability Plan with business objectives and is regularly updated on the Group’s sustainability performance.
The Sustainability Unit, which is part of the Group’s Finance organization, has operational responsibility for promoting a culture of sustainability
throughout the Group. The Sustainability Unit facilitates the process of continuous improvement, and contributes to managing risks and
strengthening the relationship with and perceptions of stakeholders, in addition to managing sustainability reporting and communications.
The Group also produces a Sustainability Plan, which reports on the progress of existing projects and new targets to drive continuous improvement
in the Group’s sustainability performance. It is updated annually to report the status of existing projects and establish new targets to ensure
continuous improvement to support long-term growth. The Sustainability Plan is incorporated in the Sustainability Report, which is prepared on a
voluntary basis applying the Global Reporting Initiative’s G4 guidelines (GRI – G4) and is made available on the Company’s website starting from
the day of the annual general meeting of shareholders. See also previous section on “Our Commitment to Sustainable Development”

COMPLIANCE WITH DUTCH CORPORATE GOVERNANCE CODE


While CNH Industrial endorses the principles and best practice provisions of the Dutch Corporate Governance Code, its current corporate
governance structure deviates from the following best practice provisions, only with respect to minor aspects as follow:
CNH Industrial deviates from the terms of paragraph III.2.1, which requires that all non-executive members of the Board of Directors, with
the exception of not more than one, shall be independent, as two out of nine non-executive members of the Board of Directors do not
qualify as non-independent Directors within the meaning of the Dutch Corporate Governance Code;
CNH Industrial deviates from the terms of paragraphs II.3.3 and III.6.2, which require that a Board member may not take part in any
discussion or decision-making that involves a subject or transaction in relation to which he or she may appear to have a conflict of interest
with CNH Industrial, as the definition of conflict of interest set forth in the Board Regulations of CNH Industrial is geared towards an actual
conflict of interest, as referred to in the Dutch Civil Code, and does not include the reference to the appearance of a conflict of interest.
Nevertheless, the CNH Industrial Board Regulations stipulate that the Board of Directors as a whole may, on an ad hoc basis, resolve that
there is such a strong appearance of a conflict of interest of an individual Director in relation to a specific matter, that it is deemed in the
best interests of a proper decision making process that such individual Director be recused from participation in the decision making process
with respect to such matter even though such Director may not have an actual conflict of interest;
CNH Industrial deviates from the terms of paragraph III.5.1, which requires that the terms of reference of the various committees may
provide that a maximum of one member of each committee may not be independent, as the terms of reference of the Governance and
Sustainability Committee state that a maximum of two members of that committee may not be independent and the composition of the
Governance and Sustainability Committee is such that two out of the three members do not qualify as independent; and
CNH Industrial deviates from the terms of paragraph III.5.11, which requires that the Compensation Committee may not be chaired by a
member of the management Board of another listed company. The composition of the Compensation Committee is such that its chairman
is also an executive Director of the Board of Directors of other listed companies (although such other listed companies do not operate in
the industries in which the Company operates).
84 REPORT ON CORPORATE
OPERATIONS GOVERNANCE

IN CONTROL STATEMENT
Internal Control System
The Board of Directors is responsible for designing, implementing and maintaining internal controls, including proper accounting records and
other management information suitable for running the business.
The principal characteristics of the Internal Control System and Internal Control over Financial Reporting adopted by CNH Industrial are
described in the specific paragraph mentioned above.
Based on the assessment performed, the Board of Directors concluded that, as of December 31, 2015, the Group’s and the Company’s Internal
Control over Financial Reporting is considered effective.

March 4, 2016

Sergio Marchionne
Chairman

Richard J. Tobin
Chief Executive Officer

Responsibilities in respect of the Annual Report


The Board of Directors is responsible for preparing the Annual Report, inclusive of the Consolidated and Statutory Financial Statements and
Report on Operations, in accordance with Dutch law and International Financial Reporting Standards as issued by the International Accounting
Standards Board and as adopted by the European Union (“EU-IFRS”).
In accordance with Section 5:25c, paragraph 2 of the Dutch Financial Supervision Act, the Board of Directors states that, to the best of its
knowledge, the Financial Statements prepared in accordance with applicable accounting standards provide a true and fair view of the assets,
liabilities, financial position and profit or loss for the year of CNH Industrial N.V. and its subsidiaries and that the Report on Operations provides
a true and a fair view of the performance of the business during the financial year and the position at balance sheet date of CNH Industrial N.V.
and its subsidiaries, together with a description of the principal risks and uncertainties that CNH Industrial N.V. and the Group face.

March 4, 2016

The Board of Directors


Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
REMUNERATION REPORT ON 85
REPORT OPERATIONS

REMUNERATION REPORT
The quality of our leadership and their commitment to the Company are fundamental to our success. Our remuneration principles support
our business strategy and growth objectives in a diverse and evolving global market. Our Remuneration Policy is designed to competitively
reward the achievement of long-term sustainable performance goals and to attract, motivate and retain highly qualified senior executives
who are committed to performing their roles in the long-term interest of our shareholders. Given the changing international standards
regarding appropriate remuneration, a variety of factors have been taken into consideration, such as the complexity of functions, the scope
of responsibilities, the alignment of risks and rewards, national and international legislation and the long-term objectives of the Company and
its shareholders. Our Remuneration Policy is reviewed annually by our Compensation Committee of the Board of Directors (“Compensation
Committee”).

REMUNERATION POLICY AVAILABLE ON OUR WEBSITE


The Non-Executive Directors determine the compensation for Executive Directors with reference to the Company’s remuneration policy for
Executive Directors (the “Policy”) at the recommendation of the Compensation Committee. The Policy is based on the Company’s general
remuneration philosophy as aligned with Dutch law and the Dutch Corporate Governance Code. At the 2014 AGM, shareholders approved
the Policy, which the Company presented after completion of the merger transactions involving CNH Global N.V. and Fiat Industrial S.p.A.
In 2015, the Compensation Committee reviewed the Policy versus its implementation and its outcome relative to actual performance. As a
result, the Committee concluded that there was no reason to recommend adjustments to the Policy at the 2016 AGM. With that in mind, to
simplify this year’s report we have chosen not to set forth in its entirety the Policy, but rather it can be viewed in full on the Company’s website,
www.cnhindustrial.com, as found in the 2014 Annual Report.

FINANCIAL YEAR 2015 – SELECT BUSINESS HIGHLIGHTS


A key tenet of the Policy is payment for performance. To provide perspective of the Company’s performance during 2015, the following table
highlights some of the key achievements and initiatives throughout the year.

FINANCIAL HIGHLIGHTS STRATEGIC DEVELOPMENTS AND INITIATIVES

Improved our margins in all segments; highest margins among OEMs Award-winning new products launched in all segments
in Agricultural Equipment segment

Generated net industrial cash flow of $772 million for the year Continuation of the efficiency program which began in 2014
through disciplined inventory management

Careful cost control and production aligned with market levels Industrial footprint realignment

CNH Industrial finished with strong fourth quarter performance in a difficult year for our business segments. 2015 was particularly difficult for
our largest contributing segment, Agricultural Equipment. Despite the downturn in demand, the concerted efforts throughout the year from
all areas of the Company demonstrated the strength of our diverse product portfolio, geographic diversity and our ability to react quickly to
changes in market conditions.
Notable achievements across all segments include:
cost containment measures that helped reduce SG&A costs by 21% compared to 2014;
tight inventory management in all segments that kept production in line with retail activity through net reduction to channel inventories (that
is, combined Company and dealer inventories);
positive net price realization;
higher margins in the fourth quarter compared to 2014, including an exceptional achievement of the highest margin among agricultural
equipment OEMs; and
numerous industry honors for outstanding new products and innovation.
86 REPORT ON REMUNERATION
OPERATIONS REPORT

REMUNERATION PRINCIPLES
The fundamental principles underpinning the Compensation Committee’s approach to executive remuneration remain unchanged from 2014.
CNH Industrial’s compensation philosophy, as set forth in the Policy, aims to provide compensation to its Executive Directors as outlined
below.

Alignment with CNH • Executive Directors’compensation package should be strongly linked to the achievement of targets
Industrial’s Strategy that are identified as indicators of the execution of the Company’s strategy.

• Executive Directors’compensation reinforces our performance driven culture and meritocracy,


Pay for Performance and the majority of compensation opportunity is linked directly to the Company’s performance through
variable pay instruments.

• Remuneration levels should be set in a manner such that it attracts, retains and motivates expert leaders
Competitiveness
and highly qualified executives and is competitive against the comparable market.

Long-Term Shareholder
• Executive Directors’ compensation should reflect alignment with interests of shareholders.
Value Creation

• Decisions should be made in the context of the Company’s business objectives and the Board
Compliance should ensure compliance with applicable laws and corporate governance requirements when designing
and implementing policies and plans.

• The compensation structure must avoid incentives that would encourage unnecessary or excessive risks
Risk Prudence
that could threaten the Company’s value.

PEER GROUP DEVELOPMENT


The Company periodically benchmarks its executive compensation program and the compensation offered to Executive Directors against
peer companies and monitors compensation levels and trends in the market.
The Compensation Committee determines which companies best reflect CNH Industrial’s competitors for customers, shareholders and
talent. A key objective of our executive compensation program is to ensure that the total compensation package we provide to our Executive
Directors is competitive with the companies against which we compete for executive talent.
Our Company has few direct business competitors, which makes it difficult to create a compensation peer group based on industry, revenues
or market capitalization alone. The Compensation Committee strives to develop a peer group that best reflects all aspects of CNH Industrial’s
business and considers the industries, size, diversity and other business characteristics of potential peers. While the Compensation Committee
considered factors such as revenue and market capitalization to derive an appropriate group of peers, we believe that revenue is the more
important metric over market capitalization.
Taking the above into account, the compensation peer group for the Chief Executive Officer (“CEO”) and the Chairman includes a blend of
U.S. S&P 500 industrial and non-U.S. global industrial companies with revenues greater than $10 billion as shown in the table below. The peer
group did not change from 2014, except for the removal of Scania AB, which was acquired by the Volkswagen Group.

2015 Compensation Peer Group


U.S. Companies Non-U.S. Companies
Caterpillar Inc. AB Volvo
Cummins Continental AG
Deere & Co Komatsu Ltd
Honeywell International Man SE
Johnson Controls Mitsubishi Heavy Industries, Ltd
Magna International
Navistar
Paccar
United Technologies Corp.
87

Chief Executive Officer


The competitive positioning of the compensation components for the CEO reflects a blend of the U.S. and non-U.S. peer groups. In 2013,
when the current compensation of the CEO was approved by the Non-Executive Directors, CNH Industrial’s revenue size ranked in the
40 th percentile of U.S. peers and 70 th percentile of non-U.S. peers. Although the U.S. peers have combined Chairman and CEO roles, the
positioning of our CEO compared to the U.S. peer group was compared to the 25th percentile in order to take in to consideration his CEO
only role. The compensation positioning versus the non-U.S. peers for CEO-only roles was compared to the 75th percentile.

Executive Chairman
In addition to the peer group firms used for the CEO’s benchmark, companies with an Executive Chairman role separate from the CEO role
were also reviewed and considered for the Chairman’s compensation benchmark.

SUMMARY OVERVIEW OF REMUNERATION ELEMENTS


The Executive Directors’ remuneration elements are simple and transparent in design, and, in short, consist of the following key elements:

Remuneration Element Description Strategic Role

Base Salary Fixed cash compensation Attracts and rewards high performing executives via
market competitive pay

Short-Term Variable Pay Performance objectives are annually predetermined Drives company-wide and individual performance
and based on achievements of annual measures Rewards annual performance
Comprised of two equally weighted financial Motivates executives to achieve performance
metrics: net income and net industrial cash flow objectives that are key to our annual operating and
Target payout is 100% and maximum payout is strategic plans
200% of base salary for both CEO and Chairman Aligns executives’ and shareholder interests

Long-Term Variable Pay Based on achievement of publicly disclosed five-year Encourage executives to achieve multi-year strategic
financial targets and financial objectives
Performance criteria are comprised of equally Motivates executives to deliver sustained long-term
weighted metrics: relative total shareholder return growth
(TSR) and net income Aligns executives’ and shareholder interests through
Awards have three vesting opportunities, one-third long-term value creation
each, after years three, four and five, based on Enhance retention of key talent
cumulative results

Pension and Post-Mandate CEO: Company sponsored retirement savings Provides for employee welfare and retirement needs
programs, available to salaried employees
Chairman: Company pays social contribution fees
mandatorily due under Swiss law and indemnifies
Fiat Chrysler Automobiles N.V. (for which the
Chairman serves as CEO) for a post-mandate
benefit equivalent to five times the fixed annual
compensation at the time of retirement.

Other Benefits CEO: typical benefits such as a company car, Customary fringe benefits necessary to be able to
medical insurance, accident insurance, and retiree offer executives competitive benefits
healthcare benefits
Chairman: a portion of personal security personnel
cost
CEO and Chairman: tax equalization
88 REPORT ON REMUNERATION
OPERATIONS REPORT

2015 REMUNERATION OF EXECUTIVE DIRECTORS


Our executive compensation program is designed to align the interests of our Executive Directors with those of our shareholders to ensure
prudent, short-term actions that will benefit the Company’s long-term value. It is designed to reward our executives based on the achievement
of sustained financial and operating performance as well as demonstrated leadership. We aim to attract, engage, and retain high-performing
executives who help us achieve immediate and future success and maintain our position as an industry leader. We support a shared, one-
company mindset of performance and accountability to deliver on business objectives.
For the 2015 financial year, the compensation of Executive Directors consisted of both fixed and variable pay elements. In keeping with our
philosophy of long-term shareholder value creation, the CEO’s total compensation for 2015 was 88% variable and 12% fixed. Similarly, the
Chairman’s total compensation for 2015 was 87% variable and 13% fixed.

2015 CEO Pay Mix 2015 Chairman Pay Mix

BASE PAY BASE PAY

12% 13% 0%
ANNUAL
INCENTIVE
ANNUAL
12% INCENTIVE
CEO 2015 Chairman 2015
Compensation Compensation

76% 87%
LONG-TERM LONG-TERM
INCENTIVES* INCENTIVES*

*
The long-term incentives component represents the 2015 share based expense value of their respective one-time grants awarded in 2014 covering the five-year performance period of 2014-2018. In
regard to the CEO’s Performance Share Units, actual payment is dependent upon achievement of the designated cumulative financial objectives in years 2016, 2017, and 2018.

Fixed Component
Base salary is the only fixed component of our Executive Directors’ total cash compensation and is intended to provide market-competitive pay
to attract and retain well qualified senior executives and expert leaders. Base salary is a fixed portion of compensation based on an individual’s
skills, job responsibilities, experience, individual performance and competitive market data. The base salaries of our Executive Directors are
evaluated together with other components of compensation to ensure that they are in line with our overall compensation philosophy and
aligned with performance.

2015 Base Salary


Base salary did not change in 2015 for either of the Executive Directors. The CEO’s gross annual base salary is $1.3 million and the Chairman’s
is CHF 1.55 million.
89

Variable Components
Executive Directors are also eligible to receive variable compensation subject to the achievement of pre-established, challenging financial and
other designated performance objectives. The variable components of Executive Directors’ remuneration, both the short and the long-term
components, are linked to predetermined, assessable and influenceable objectives approved by the Company’s Non-Executive Directors, with
more weight on the long-term component.
Annually, scenario analyses are carried out to examine the relationship between the performance criteria chosen and the possible outcomes
of the variable remuneration of the Executive Directors. Such analysis was also carried out for the 2015 financial year, and the Company found
a strong link between remuneration and performance and concludes that the chosen performance criteria are appropriate under both the
short-term and long-term incentive components of total remuneration and support the Company’s strategic objectives.

OUR “ACHIEVE AND EARN” PHILOSOPHY REWARDS PERFORMANCE AND LEADERSHIP


The bonus elements and calculations for the Chairman and CEO follow the same “Achieve and Earn” philosophy
as the company-wide Performance and Leadership Bonus Plan for all eligible employees.

Short-Term Incentives
The primary objective of short-term variable incentives is to focus on the business priorities for the current or following year. Executive
Directors’ short-term variable incentive is based on achieving short-term (annual) financial and other designated objectives proposed by the
Compensation Committee and approved by the Non-Executive Directors each year.

Our Methodology for Determining Annual Bonus Awards

Adjusts Links directly to


opportunity based current individual
Reflects market on business results contribution EARN

Achieve

Individual
Company Performance
Target Bonus
Base Salary Performance &
Bonus % Earned
Factor Leadership
Modifier*

*
The individual performance and leadership modifier is applicable to the CEO but not the Chairman. The Chairman evaluates the CEO’s performance and leadership each year. We use a nine-box
matrix that correlates to the individual performance modifier.

In regards to the Executive Directors’ annual performance bonus determination, the Compensation Committee and the Non-Executive
Directors:
approve the Executive Directors’ objectives and maximum allowable bonus;
select the choice and weighting of objectives;
set the stretch objectives;
review any unusual items that occurred in the performance year to determine the appropriate overall measurement of achievement of the
objectives; and
approve the final bonus determination.
90 REPORT ON REMUNERATION
OPERATIONS REPORT

For the 2015 financial year, the Compensation Committee determined that the performance metrics used in 2014, net income and net
industrial cash flow, prepared in accordance with U.S. GAAP, continue to be the most appropriate one-year performance measurements
under the annual bonus plan for our Executive Directors. The two metrics, which were equally weighted at 50% each, were established utilizing
challenging goals. Each objective is paid out independently.
The target incentive (which is 100% of base salary for both the CEO and the Chairman) corresponds to the Non-Executive Directors’ approved
targets each year and are consistent with external guidance to investors. The threshold performance to earn any incentive is 90% of the specific
target established. For both performance metrics, actual results must be achieved at 150% of the target, or greater, in order for the maximum
payout of 200% of target to be achieved. Annual performance bonus eligibility is typically reviewed by the Compensation Committee and
the Non-Executive Directors in a Board of Directors’ meeting each January in connection with the completion of the fourth quarter earnings
release. For 2015, threshold, target, and maximum percentage opportunities for our CEO and Chairman did not change from 2014.

CEO Annual Bonus


For 2015, the Compensation Committee and the Non-Executive Directors determined that the results achieved warranted a performance
bonus of $1.27 million for the CEO, which was approved. The table below sets out the company performance factors and applicable individual
performance and leadership modifier that determined the CEO’s annual bonus amount:

2015 Annual Bonus Program


Company Individual
Performance Company Performance
2015 Performance Threshold Target Maximum – Actual Performance & Leadership
Metric Weight ($ million) ($ million) ($ million) ($ million) Factor Modifier
Net Income 50% 567 630 945 248 0%
Net Industrial Cash
Flow* 50% 486 540 810 772 186%
Overall Company Performance Factor: 93%
CEO’s Individual Performance and Leadership Modifier: 105%

* Net industrial cash flow is defined as net income plus depreciation and amortization plus changes in working capital and other provisions, less capital expenditures.

Chairman Annual Bonus


In consultation with the Chairman and the Compensation Committee, the Non-Executive Directors approved that no annual performance
bonus would be paid to the Chairman for the 2015 financial year.
In addition, upon proposal of the Compensation Committee, the Non-Executive Directors retain authority to grant annual bonuses to
Executive Directors for specific transactions that are deemed exceptional in terms of strategic importance and effect on the Company’s
results. This authority was not exercised with respect to the Company’s performance in 2015.

Discussion of 2015 Results


For the 2015 financial year, we achieved U.S. GAAP net income of $248 million and U.S. GAAP net industrial cash flow of $772 million.
Although the net income threshold was not met due to the downturn in the market, the net industrial cash flow achievement was above target
and reflects management’s discipline to realign production and inventories in line with the lower market demand.

Long-Term Incentives
Long-term incentive compensation is a critical component of our Executive Directors’ compensation program. It is in the shareholders’ interest
that our executives foster a long-term view of the Company’s financial results. Long-term incentives are also an important retention tool that
management and the Compensation Committee use to align the financial interests of executives and other key contributors with sustained
shareholder value creation. We believe Executive Directors’ compensation should be aligned with shareholders’ interests.
In 2014, CNH Industrial introduced a new long-term incentive program (“LTIP”), covering a five-year performance period, from 2014 to 2018,
consistent with the Company’s strategic horizon, under which equity awards can be granted to eligible individuals. The Chairman, CEO, Group
Executive Council (“GEC”) key managers and select others may participate, which represents approximately 400 senior leaders across the
two facets of the LTIP – Company Performance Plan and Individual Performance Plan. The award mix and level vary by position. For the CEO
and Chairman, target LTIP percentages were benchmarked against both U.S. and non-U.S. peer group companies.
91

The Company performance component of the LTIP, measured by cumulative net income and relative TSR position among seven peers,
provides opportunity for interim partial vesting after 2016 and 2017, and full vesting in 2018. The achieved awards vest in February following
the performance period and once vesting has been determined, Performance Share Units (“PSUs”) convert to CNH Industrial shares. The
CEO was awarded a one-time grant in 2014; the Chairman does not participate in this component of the LTIP.
The Individual performance component of the LTIP provides an award opportunity of restricted share units (“RSUs”) which vest over time,
subject to continued employment with the Company at time of vesting. RSUs convert to CNH Industrial common shares upon vesting. The
CEO does not participate in this component of the LTIP, whereas the Chairman was awarded a one-time grant of RSUs in 2014 with vesting
spread over the five years, 2014-2018. Others eligible to participate in the individual performance component of the LTIP have an annual award
opportunity of RSUs which vest one-third over three years.

Discussion of 2015 Equity Awards


No new equity grants were awarded to the Executive Directors in 2015. The awards granted in 2014 were one-time grants covering a five-year
period, 2014-2018. In regards to the Chairman’s RSU award, the second installment vested on December 31, 2015, with 750,000 RSUs vesting.

Pension and Post-Mandate Provisions


The CEO participates in the Company sponsored retirement savings programs, available to salaried employees of CNH Industrial America
LLC. For the Chairman, CNH Industrial N.V. pays social contribution fees mandatorily due under Swiss law and indemnifies Fiat Chrysler
Automobiles N.V. (as the Chairman is the Chief Executive Officer of Fiat Chrysler Automobiles N.V.) for a fully vested “Top Hat” benefit
equivalent of five times the fixed annual compensation at the time of retirement.

Other Benefits
We offer customary perquisites to our CEO and Chairman. The CEO is entitled to usual and customary fringe benefits such as a company
car, medical insurance, accident insurance, and retiree healthcare benefits. A portion of the costs of personal security personnel dedicated to
the Chairman are borne by the Company. The Compensation Committee may grant other benefits to the Executive Directors in particular
circumstances such as tax equalization.

Tax Equalization
The Executive Directors, as a function of their global role in the Company, may be subject to tax on their employment income in multiple
countries. As both the Chairman and CEO are subject to tax on their worldwide income in their respective home country, the Company
engaged KPMG LLP to study the prevalent practice for handling incremental tax costs incurred by globally mobile executives. Based on that
analysis, in 2015, the Non-Executive Directors decided to tax-equalize all of the employment earnings of the Executive Directors, including
equity income, to their respective home country’s effective income tax and, if applicable, social contribution rates.

STOCK OWNERSHIP
Our Board recognizes the critical role that executive stock ownership has in aligning the interests of management with those of shareholders.
While we do not maintain a formal required stock ownership policy, as of the end of the 2015 financial year, our CEO’s stock holdings, when
viewed as a multiple of his 2015 base salary, is in line with common market practice.

Our CEO’s year end 2015


stock ownership level as a
multiple of base salary*

Multiple of Base Salary


CEO x1 x2 x3 … x10 x11 … x20 x21 … x30
Tobin

Typical market practice stock ownership level

*
The multiple of 2.7 for the CEO shown above is based on shares held and excludes unvested outstanding shares and represents holdings as of December 31, 2015 using a stock price of $6.84. When
considering unvested PSUs as well, the CEO’s stock ownership level is 18 times his base salary.
92 REPORT ON REMUNERATION
OPERATIONS REPORT

RECOUPMENT OF INCENTIVE COMPENSATION (CLAW BACK POLICY)


The Board is dedicated to maintaining and enhancing a culture focused on integrity and accountability. The Company’s Equity Incentive Plan
(the “EIP”) defines the terms and conditions for any subsequent long-term incentive program. The Recoupment Policy in the EIP authorizes the
Company to recover, or “claw back,” incentive compensation with the ability to retroactively make adjustments if any cash or equity incentive
award is predicated upon achieving financial results and the financial results are subject to an accounting restatement.

INSIDER TRADING POLICY


The Company maintains a strict insider trading policy applicable to all directors, employees, members of the households and immediate family
members (including spouse and children) of persons listed and other unrelated persons, if they are supported by the persons listed. The policy
provides that the aforementioned individuals may not buy, sell or engage in other transactions in the Company’s stock while in possession of
material non-public information; buy or sell securities of other companies while in possession of material non-public information about those
companies they become aware of as a result of business dealings between the Company and those companies; disclose material non-public
information to any unauthorized persons outside of the Company; or engage in hedging transactions through the use of certain derivatives,
such as put and call options involving the Company’s securities. The policy also restricts trading to defined periods which follow the Company’s
quarterly earnings releases.

PROHIBITION ON SHORT SALES (ANTI-HEDGING)


To ensure alignment with shareholders interest and to further strengthen our compensation risk management policies and practice, the
Company’s Insider Trading Policy prohibits all individuals to whom our Insider Trading Policy applies from engaging in a short sale of the
Company’s or its subsidiaries’ securities and derivatives thereof such as options, puts, calls or warrants or any other financial instrument by
which the above securities can be acquired or subscribed under any circumstance.

REMUNERATION FOR NON-EXECUTIVE DIRECTORS


The remuneration of Non-Executive Directors is governed by the CNH Industrial N.V. Directors’ Compensation Plan, which was approved by
the Company’s shareholders and is periodically reviewed by the Compensation Committee. The current remuneration for the Non-Executive
Directors is shown in the table below.

Non-Executive Director Compensation Total


Annual Cash Retainer $125,000
Additional retainer for Audit Committee member $25,000
Additional retainer for Audit Committee Chairman $35,000
Additional retainer for member of other Board committees $20,000
Additional retainer for Chairman of other Board committees $25,000

Non-Executive Directors elect which portion of their annual retainer fee, committee membership and committee chair fee payments will be
made in cash, common shares of CNH Industrial N.V., or options to purchase common shares. Remuneration of Non-Executive Directors is
fixed and not dependent on the Company’s financial results. Non-Executive Directors are not eligible for variable compensation and do not
participate in any Company incentive plans (collectively, the “Fees”).
Directors eligible to receive compensation under the CNH Industrial Directors’ Compensation Plan do not receive benefits upon termination
of their service as directors.
93

IMPLEMENTATION OF REMUNERATION POLICY IN 2016


If, and to the extent, any changes are made to 2016 remuneration, such changes will be in line with the approved policy.
The following table summarizes remuneration paid or accrued to Directors for the year ended December 31, 2015.

Bonus
Salary/ Compensation/ and Other Non-Monetary Pension &
In Office Annual Fee Annual Fee Incentives Compensation Similar Total
($ actual) Office Held From/To (cash) (Equity) (Non-Equity) (Fringe Benefits)(1) Benefits Remuneration
01/01/2015 -
MARCHIONNE Sergio CHAIRMAN 12/31/2015 1,610,477 - - - 1,285,553 2,896,030
01/01/2015 -
TOBIN Richard CEO 12/31/2015 1,313,342 - 1,270,000 14,732 160,843 2,758,917
01/01/2015 -
TAMMENOMS BAKKER Jacqueline DIRECTOR 12/31/2015 145,000 - - - 24,395 169,395
01/01/2015 -
ELKANN John DIRECTOR 12/31/2015 175,000 - - - - 175,000
01/01/2015 -
GEROWIN Mina DIRECTOR 12/31/2015 108,750 31,665 - - 17,745 158,160
01/01/2015 -
GRIECO Maria Patrizia DIRECTOR 12/31/2015 145,000 - - - - 145,000
01/01/2015 -
HOULE Léo W. DIRECTOR 12/31/2015 145,000 - - - - 145,000
01/01/2015 -
KALANTZIS Peter DIRECTOR 12/31/2015 170,000 - - - - 170,000
01/01/2015 -
LANAWAY John DIRECTOR 12/31/2015 105,000 45,000 - - - 150,000
01/01/2015 -
TABELLINI Guido DIRECTOR 12/31/2015 125,000 - - - - 125,000
01/01/2015 -
THEURILLAT Jacques DIRECTOR 12/31/2015 160,000 - - - 22,443 182,443

TOTAL 4,202,569 76,665 1,270,000 14,732 1,510,979 7,074,945

(1) Includes the use of transport for personal purposes.

Effective on September 20, 2013, 200,000 common shares were reserved for issuance under the CNH Industrial Directors’ Compensation
Plan, as approved by shareholders.
Refer to the following paragraph “Share Ownership” for the stock option and share activity for the year ended December 31, 2015 under
the CNH Industrial Directors’ Compensation Plan and the predecessor companies’ plans adopted by CNH Industrial pursuant to the merger
agreement terms and condition in September 2013.

EXECUTIVE OFFICERS’ COMPENSATION


The aggregate amount of compensation paid to or accrued for executive officers that held office during 2015 was approximately $12.6 million,
including $2.9 million of pension and similar benefits paid or set aside by us. The aggregate amounts included those paid to or accrued for 16
executives at December 31, 2015.

SHARE OWNERSHIP
Collectively, our Directors and Executive Directors own less than one percent of our outstanding common shares. The following table
summarizes the number of CNH Industrial common shares our directors owned as of December 31, 2015:

Common Special Voting


(Number) Shares Shares
Sergio Marchionne 10,709,586 -
Richard Tobin 512,392 -
Mina Gerowin 2,208 -
Léo Houle 57,259 57,259
Peter Kalantzis 2,000 -
John Lanaway 35,576 23,859
Jacques Theurillat 17,892 -
94 REPORT ON REMUNERATION
OPERATIONS REPORT

The following table summarizes outstanding stock options held by CNH Industrial Directors as of December 31, 2015 under the CNH
Industrial Directors’ Compensation Plan for Non-Executive Directors, the CNH Global Directors’ Compensation Plan (“CNH DCP”) for
Non-Executive Directors and the CNH Global Equity Incentive Plan (“CNH EIP”) for Executive Directors. In connection with the Merger,
CNH Industrial assumed the sponsorship of the CNH DCP and the CNH EIP on September 29, 2013.
Stock options for Non-Executive Directors expire upon the earlier of (i) ten years after the grant date; or (ii) six months after the date an
individual ceases to be a director.

Exercise
Grant Date Price (in $) Gerowin Houle Lanaway Theurillat Tobin(1) Total
Beginning Balance
as of January 1, 2015
(automatic option) 4/7/2006 5.96 - 18,604 18,604 - - 37,208
10/3/2006 4.80 - 20,835 - - - 20,835
12/29/2006 5.91 - 16,942 - 4,233 - 21,175
3/30/2007 8.18 - 12,226 - 3,054 - 15,280
6/30/2007 10.96 - 9,129 - 2,281 - 11,410
9/28/2007 13.02 - 7,682 - 1,917 - 9,599
12/27/2007 14.28 - 7,001 - - - 7,001
3/19/2008 10.77 - 9,286 - - - 9,286
6/17/2008 9.15 - 10,940 - - - 10,940
4/30/2010 6.82 - - - - 234,824 234,824
4/29/2011 10.15 - - - - 189,183 189,183
9/28/2012 8.78 - - - - 483,468 483,468
12/28/2013 11.33 6,402 - - - - 6,402
3/28/2014 11.26 6,442 - - - - 6,442
6/26/2014 10.25 7,073 - - - - 7,073
9/24/2014 7.82 9,271 - - - - 9,271
12/28/2014 8.26 8,777 - - - - 8,777
Beginning Total 37,965 112,645 18,604 11,485 907,475 1,088,174
- Vested/Not Exercised 37,965 112,645 18,604 11,485 746,318 927,017
- Not Vested - - - - 161,157 161,157
Options Granted
in 2015
4/14/2015 8.25 4,394 - - - - 4,394
7/13/2015 9.52 3,808 - - - - 3,808
Total Options
Granted in 2015 8,202 - - - - 8,202
Options Exercised in 2015
4/30/2010 - - - - 234,824 234,824
Total Options
Exercised in 2015 - - - - 234,824 234,824
Options Exercised in 2015 - - - - - -
Total Options
Exercised in 2015 - - - - - -
Ending Balance
as of December 31, 2015
(automatic option) 04/07/2006 5.96 - 18,604 18,604 - - 37,208
10/03/2006 4.80 - 20,835 - - - 20,835
12/29/2006 5.91 - 16,942 - 4,233 - 21,175
03/30/2007 8.18 - 12,226 - 3,054 - 15,280
06/30/2007 10.96 - 9,129 - 2,281 - 11,410
09/28/2007 13.02 - 7,682 - 1,917 - 9,599
12/27/2007 14.28 - 7,001 - - - 7,001
03/19/2008 10.77 - 9,286 - - - 9,286
06/17/2008 9.15 - 10,940 - - - 10,940
04/29/2011 10.15 - - - - 189,183 189,183
09/28/2012 8.78 - - - - 483,468 483,468
12/28/2013 11.33 6,402 - - - - 6,402
03/28/2014 11.26 6,442 - - - - 6,442
06/26/2014 10.25 7,073 - - - - 7,073
09/24/2014 7.82 9,271 - - - - 9,271
12/28/2014 8.26 8,777 - - - - 8,777
4/14/2015 8.25 4,394 - - - - 4,394
7/13/2015 9.52 3,808 - - - - 3,808
Closing Total 46,167 112,645 18,604 11,485 672,651 861,552
- Vested/Not Exercised 46,167 112,645 18,604 11,485 672,651 861,552
- Not Vested - - - - - -

(1) Options granted on 4/29/2011 and 9/28/2012 will expire on 2/26/2017 and 2/24/2018, respectively.
95

The following table summarizes unvested performance share units held by Executive Directors as of December 31, 2015. In connection with
the Merger, the performance targets for those performance share units granted prior to the Merger had been deemed to be met and the
units vested in February 2015.

Weighted
Average
Fair Market
Grant Date Vesting Date Value Tobin Marchionne Total
Beginning Balance as of January 1, 2015
9/30/2010 02/01/2015 $7.47 116,275 - 116,275
1/1/2012 02/01/2015 $8.09 365,103 - 365,103
4/5/2012 02/01/2015 €7.795 - 1,000,000 1,000,000
02/01/2017,
02/01/2018,
6/9/2014 02/01/2019 $9.52 2,955,000 - 2,955,000
Beginning Total 3,436,378 1,000,000 4,436,378

Vested in 2015 4/5/2012 02/01/2015 €7.795 - 1,000,000 1,000,000


1/1/2012 02/01/2015 $8.09 365,103 - 365,103
9/30/2010 02/01/2015 $7.47 116,275 - 116,275

Ending Balance as of December 31, 2015


02/01/2017,
02/01/2018,
6/9/2014 02/01/2019 $9.52 2,955,000 - 2,955,000
Ending Total 2,955,000 - 2,955,000

The following table summarizes unvested restricted share units held by Executive Directors as of December 31, 2015:

Weighted
Average Fair
Market
Grant Date Vesting Date Value Tobin Marchionne Total
Beginning Balance as of January 1, 2015
04/05/2012 2/22/2015 €7.795 - 366,666 366,666
12/31/2015,
12/31/2016,
12/31/2017,
06/09/2014 12/31/2018 $10.41 - 2,250,000 2,250,000
Beginning Total - 2,616,666 2,616,666
Vested in 2015
04/05/2012 2/22/2015 €7.795 - 366,666 366,666
06/09/2014 12/31/2015 $10.41 - 750,000 (1) 750,000
Total Vested in 2015 - 1,116,666 1,116,666

Ending Balance as of December 31, 2015


12/31/2015,
12/31/2016,
12/31/2017,
06/09/2014 12/31/2018 $10.41 - 1,500,000 1,500,000
Ending Total - 1,500,000 1,500,000

(1) The shares vested on December 31, 2015 and were exercised on February 8, 2016.
96 REPORT ON MAJOR
OPERATIONS SHAREHOLDERS

MAJOR SHAREHOLDERS
As of December 31, 2015, our outstanding capital stock consisted of common shares and special voting shares, with each having a par value of
€0.01 per share. As of December 31, 2015, there were 1,362,048,989 common shares and 413,249,206 special voting shares outstanding (net
of 61,225,070 special voting shares held in treasury by the Company).
The following table sets forth information with respect to beneficial ownership of our common shares and special voting shares by persons
who beneficially own 3% or more of combined voting power as a result of their ownership of common shares and special voting shares as
of December 31, 2015 on the basis of the information published on the Netherlands Authority for the Financial Markets website (Autoriteit
Financiële Markten or AFM) and in reference to the up-to-date information on the files of the Company.

Number of Percent of Percent of


Common Shares Common Shares Special Voting Combined Voting
Name of Beneficial Owner Owned (a) Shares (b) Power (c)
EXOR S.p.A. 366,927,900 26.9% 366,927,900 41.3%
Harris Associates LP 185,027,203 13.6% - 10.4%
Southeastern Asset Management, Inc. 55,104,929 4.0% - 3.1%

(a) There were 1,362,048,989 common shares outstanding as of December 31, 2015. The “Percent of Common Shares” was calculated by using the number of beneficially owned shares as
the numerator, respectively, and the number of the Company’s outstanding common shares as of December 31, 2015 as the denominator.
(b) Each special voting share is entitled to one vote therefore attributing, in effect, double voting rights to the common share to which it is associated. The special voting shares have only
de minimis economic entitlements, in compliance with Dutch law. The special voting shares cannot be traded and are transferrable only in very limited circumstances together with the
associated common shares.
(c) Combined voting power represents common shares and the special voting shares. The “Percent of Combined Voting Power” was calculated as the ratio of (i) the aggregate number of
common shares and special voting shares beneficially owned by the shareholder and (ii) the aggregate number of outstanding common shares and special voting shares of CNH Industrial
as of December 31, 2015. There were 1,775,298,195 common shares and special voting shares outstanding at December 31, 2015.

As of December 31, 2015, EXOR S.p.A.’s voting power in CNH Industrial was approximately 41.3%. EXOR S.p.A., through its voting power, has
the ability to significantly influence the decisions submitted to a vote of our shareholders, including approval of annual dividends, the election
and removal of directors, mergers or other business combinations, the acquisition or disposition of assets and issuances of equity and the
incurrence of indebtedness.
Our common shares are listed and can be traded on either the NYSE in U.S. dollars or the MTA in euro. The special voting shares are not
listed on the NYSE or the MTA, not tradable and transferable only in very limited circumstances.
Our shares may be held in the following three ways:
If a shareholder holds common shares directly in his or her own name in the United States, such shares are held in registered form in an
account at Computershare Trust Company, N.A., our transfer agent;
Beneficial interests in our common shares that are traded on the NYSE are held through the book-entry system provided by The Depository
Trust Company (“DTC”) and are registered in the register of shareholders in the name of Cede & Co., as DTC’s nominee. Beneficial interests
in the common shares traded on the MTA are held through Monte Titoli S.p.A., the Italian central clearing and settlement system, as a
participant in DTC;
Special voting shares and the associated common shares are registered in the books and records of the Company’s transfer agents in the
United States and Italy. As noted above, the special voting shares and associated common shares are not tradable.
SUBSEQUENT EVENTS REPORT ON 97
AND OUTLOOK OPERATIONS

SUBSEQUENT EVENTS
AND OUTLOOK
SUBSEQUENT EVENTS
CNH Industrial has evaluated subsequent events through March 4, 2016, which is the date the financial statements were authorized for issuance.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in common shares from time to time,
subject to market and business conditions, as previously authorized at the Annual General Meeting held on April 15, 2015. The purchases
are carried out on the MTA, in compliance with applicable rules and regulations, subject to (i) a maximum price per common share equal
to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the
MTA plus 10% (maximum price) and to (ii) a minimum price per common share equal to the average of the lowest price on each of the five
trading days prior to the date of acquisition, as shown in the Official Price List of the MTA minus 10% (minimum price). As of February 26,
2016, the Company has repurchased 800 thousand common shares on the MTA under this buy-back program.
On February 17, 2016, the Venezuelan government devalued its currency and changed its official and most preferential exchange rate to the
CENCOEX rate, which will continue to be used for purchases of certain essential goods, from 6.3 Bs.F. to 10 Bs.F. per U.S. dollar. Venezuela
reduced its three-tier system of exchange rates to two tiers by eliminating the intermediate exchange rate (i.e., the SICAD rate), which
last sold U.S. dollars for 13.5 Bs.F. Effective February 18, 2016, the SIMADI exchange rate was allowed to float freely beginning at a rate
of 202.9 Bs.F. to the U.S. dollar. CNH Industrial is currently in the process of assessing the potential impact, if any, that this change to the
Venezuelan exchange rate mechanism may have on its business, financial position, cash flows and/or results of operations in future periods.

2016 U.S. GAAP OUTLOOK


Starting from 2015, CNH Industrial manages its operations, assesses its performance and makes decision about resources allocation based on
financial results prepared only in accordance with U.S. GAAP, and, accordingly, also the 2016 full year guidance presented below is prepared
under U.S. GAAP.
The agricultural equipment industry in NAFTA is forecasted to decline in 2016, with the row crop sector down 15-20%; EMEA agricultural
equipment markets are expected to be flat. The commercial vehicles segment is expected to increase up to 5% in EMEA; trading conditions
in LATAM are expected to remain challenging. CNH Industrial set its 2016 guidance as follows:
Net sales of Industrial Activities between $23 billion and $24 billion, with an operating margin of Industrial Activities between 5.2% and 5.8%;
Net industrial debt at the end of 2016 between $1.5 billion and $1.8 billion, with capital expenditures expected to increase in a range of up
to 10% as compared to 2015.

March 4, 2016

The Board of Directors

Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
O2
CNH INDUSTRIAL
CONSOLIDATED
FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015
100 Consolidated Income Statement
101 Consolidated Statement of Comprehensive Income
102 Consolidated Statement of Financial Position
104 Consolidated Statement of Cash Flows
105 Consolidated Statement of Changes In Equity
106 Notes to the Consolidated Financial Statements
100 CONSOLIDATED CONSOLIDATED
FINANCIAL INCOME
STATEMENTS STATEMENT
AT DECEMBER 31,
2015

CONSOLIDATED
INCOME STATEMENT
($ million) Note 2015 2014
Net revenues (1) 26,378 32,957
Cost of sales (2) 21,659 26,841
Selling, general and administrative costs (3) 2,188 2,753
Research and development costs (4) 905 878
Other income/(expenses) (5) (83) (86)
TRADING PROFIT/(LOSS) 1,543 2,399
Gains/(losses) on the disposal of investments (6) - -
Restructuring costs (7) 79 192
Other unusual income/(expenses) (8) (48) (40)
OPERATING PROFIT/(LOSS) 1,416 2,167
Financial income/(expenses) (9) (805) (776)
Result from investments: (10) 48 91
Share of the profit/(loss) of investees accounted for using the equity method 50 90
Other income/(expenses) from investments (2) 1
PROFIT/(LOSS) BEFORE TAXES 659 1,482
Income taxes (11) 425 566
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 234 916
PROFIT/(LOSS) 234 916

PROFIT/(LOSS) ATTRIBUTABLE TO:


Owners of the parent 236 917
Non-controlling interests (2) (1)

(in $)
BASIC EARNINGS/(LOSS) PER COMMON SHARE (13) 0.17 0.68
DILUTED EARNINGS/(LOSS) PER COMMON SHARE (13) 0.17 0.68
CONSOLIDATED CONSOLIDATED 101
STATEMENT OF FINANCIAL
COMPREHENSIVE INCOME STATEMENTS
AT DECEMBER 31,
2015

CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
($ million) Note 2015 2014
PROFIT/(LOSS) (A) 234 916

Other comprehensive income that will not be reclassified subsequently to profit or loss:
Gains/(losses) on the remeasurement of defined benefits plans (24) 155 (417)
Income tax relating to Other comprehensive income that will not be reclassified
subsequently to profit or loss (24) (28) 102
Total Other comprehensive income that will not be reclassified subsequently to profit
or loss, net of tax (B1) 127 (315)
Other comprehensive income that may be reclassified subsequently to profit or loss:
Gains/(losses) on cash flow hedges (24) 154 (215)
Gains/(losses) on fair value of available-for-sale financial assets (24) - -
Gains/(losses) on exchange differences on translating foreign operations (24) (561) (141)
Share of other comprehensive income of entities consolidated by using the equity method (24) (50) (45)
Income tax relating to components of Other comprehensive income that may be
reclassified subsequently to profit or loss (24) (39) 63
Total Other comprehensive income that may be reclassified subsequently to profit
or loss, net of tax (B2) (496) (338)
TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX (B) = (B1) + (B2) (369) (653)

TOTAL COMPREHENSIVE INCOME (A)+(B) (135) 263

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:


Owners of the parent (131) 269
Non-controlling interests (4) (6)
102 CONSOLIDATED CONSOLIDATED
FINANCIAL STATEMENT
STATEMENTS OF FINANCIAL
AT DECEMBER 31, POSITION
2015

CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
($ million) Note At December 31, 2015 At December 31, 2014
ASSETS
Intangible assets (14) 5,680 6,031
Property, plant and equipment (15) 6,371 6,733
Investments and other financial assets: (16) 601 690
Investments accounted for using the equity method 560 633
Other investments and financial assets 41 57
Leased assets (17) 1,835 1,518
Defined benefit plan assets 6 20
Deferred tax assets (11) 1,256 1,655
Total Non-current assets 15,749 16,647
Inventories (18) 5,800 7,140
Trade receivables (19) 580 1,054
Receivables from financing activities (19) 19,001 21,472
Current tax receivables (19) 371 324
Other current assets (19) 1,017 1,434
Current financial assets: 265 205
Current securities (20) 54 -
Other financial assets (21) 211 205
Cash and cash equivalents (22) 6,311 6,141
Total Current assets 33,345 37,770
Assets held for sale (23) 23 24
TOTAL ASSETS 49,117 54,441
103

CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
(CONTINUED)
($ million) Note At December 31, 2015 At December 31, 2014
EQUITY AND LIABILITIES
Issued capital and reserves attributable to owners of the parent 7,170 7,534
Non-controlling interests 47 43
Total Equity (24) 7,217 7,577
Provisions: 5,589 6,386
Employee benefits (25) 2,494 2,831
Other provisions (26) 3,095 3,555
Debt: (27) 26,458 29,701
Asset-backed financing (27) 12,999 13,587
Other debt (27) 13,459 16,114
Other financial liabilities (21) 69 235
Trade payables (28) 5,342 5,982
Current tax payables 126 206
Deferred tax liabilities (11) 409 399
Other current liabilities (29) 3,907 3,955
Liabilities held for sale - -
Total Liabilities 41,900 46,864
TOTAL EQUITY AND LIABILITIES 49,117 54,441
104 CONSOLIDATED CONSOLIDATED
FINANCIAL STATEMENT
STATEMENTS OF CASH FLOWS
AT DECEMBER 31,
2015

CONSOLIDATED STATEMENT
OF CASH FLOWS
($ million) Note 2015 2014
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (22) 6,141 6,489
B) CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES:
Profit/(loss) 234 916
Amortization and depreciation (net of vehicles sold under buy-back commitments
and operating leases) 1,179 1,151
(Gains)/losses on disposal of:
Property plant and equipment and intangible assets (net of vehicles
sold under buy-back commitments) (2) (1)
Investments - -
Other non-cash items (37) 271 157
Dividends received 81 88
Change in provisions (141) (70)
Change in deferred income taxes 208 108
Change in items due to buy-back commitments (37) 91 111
Change in operating lease items (37) (400) (582)
Change in working capital (37) 709 (705)
TOTAL 2,230 1,173
C) CASH FLOWS FROM/(USED IN) INVESTMENT ACTIVITIES:
Investments in:
Property, plant and equipment and intangible assets (net of vehicles sold under buy-back
commitments and operating leases) (1,116) (1,698)
Consolidated subsidiaries, net of cash acquired - -
Other investments (5) (104)
Proceeds from the sale of non-current assets (net of vehicles sold under buy-back
commitments) 7 25
Net change in receivables from financing activities (37) 635 (923)
Change in current securities (54) -
Other changes 213 320
TOTAL (320) (2,380)
D) CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES:
Bonds issued 1,311 2,759
Repayment of bonds (1,876) -
Issuance of other medium-term borrowings 2,065 2,306
Repayment of other medium-term borrowings (2,309) (2,520)
Net change in other financial payables and other financial assets/liabilities (37) 75 (808)
Capital increase 24 18
Dividends paid (297) (382)
TOTAL (1,007) 1,373
Translation exchange differences (733) (514)
E) TOTAL CHANGE IN CASH AND CASH EQUIVALENTS 170 (348)
F) CASH AND CASH EQUIVALENTS AT END OF YEAR (22) 6,311 6,141
CONSOLIDATED CONSOLIDATED 105
STATEMENT OF FINANCIAL
CHANGES STATEMENTS
IN EQUITY AT DECEMBER 31,
2015

CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Cumulative
share of OCI
of entities
Cumulative Defined consolidated
translation Available-for- benefit plans under the Non-
Capital Earnings Cash flow adjustment sale financial remeasurement equity controlling
($ million) Share capital reserves reserves hedge reserve reserve assets reserve reserve method interests Total
AT DECEMBER 31, 2013 25 3,114 5,005 55 (379) - (207) (22) 71 7,662
Capital increase - 18 - - - - - - - 18
Dividends distributed - - (375) - - - - - (7) (382)
Increase/(decrease) in the
Reserve for share-based
payments - 38 - - - - - - - 38
Total comprehensive income
for the year - - 917 (152) (139) - (312) (45) (6) 263
Other changes - - (7) - - - - - (15) (22)
AT DECEMBER 31, 2014 25 3,170 5,540 (97) (518) - (519) (67) 43 7,577
Capital increase - 28 - - - - - - 16 44
Dividends distributed - - (291) - - - - - (6) (297)
Increase/(decrease) in the
Reserve for share-based
payments - 29 - - - - - - - 29
Total comprehensive income
for the year - - 236 115 (559) - 127 (50) (4) (135)
Other changes - - 1 - - - - - (2) (1)
AT DECEMBER 31, 2015 25 3,227 5,486 18 (1,077) - (392) (117) 47 7,217
106 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

NOTES TO THE CONSOLIDATED


FINANCIAL STATEMENTS
PRINCIPAL ACTIVITIES
CNH Industrial N.V. (or the “Company” and collectively with its subsidiaries, “CNH Industrial” or the “CNH
Industrial Group” or the “Group”) is the company formed by the business combination transaction, completed
on September 29, 2013, between Fiat Industrial S.p.A. (“Fiat Industrial”) and its majority owned subsidiary CNH
Global N.V. (“CNH Global”). CNH Industrial N.V. is incorporated in, and under the laws of, the Netherlands.
CNH Industrial N.V. has its corporate seat in Amsterdam, the Netherlands, and its principal office in London,
England, United Kingdom. CNH Industrial is a leading company in the capital goods sector that, through its various
businesses, designs, produces and sells agricultural equipment and construction equipment, trucks, commercial
vehicles, buses and specialty vehicles, in addition to a broad portfolio of powertrain applications (see Note 31
“Segment reporting”). In addition, CNH Industrial’s Financial Services segment offers an array of financial products
and services, including retail financing for the purchase or lease of new and used CNH Industrial and other
manufacturers’ products and other retail financing programs and wholesale financing to dealers.
The deeds of merger for the mergers of Fiat Industrial and CNH Global with and into CNH Industrial N.V. (the
“Merger”) were executed, respectively, on September 27 and 28, 2013. The effective date of the Merger was on
September 29, 2013. A primary objective of the Merger was to simplify the capital structure of Fiat Industrial (CNH
Industrial subsequent to the Merger) by creating a single class of liquid stock listed on the NYSE and on the MTA.
The principal steps in the Merger transaction were:
the cross-border merger of Fiat Netherlands Holding N.V. (“FNH”) with and into Fiat Industrial (the “FNH
Merger”), which occurred on August 1, 2013;
the cross-border reverse merger of Fiat Industrial with and into FI CBM Holdings N.V. (now known as CNH
Industrial) (the “FI Merger”); and
the Dutch merger of CNH Global with and into FI CBM Holdings N.V. (the “CNH Merger”).
All the companies (i.e., Fiat Industrial, FI CBM Holdings N.V. (now known as CNH Industrial N.V.), FNH and CNH
Global) involved in the Merger were part of Fiat Industrial; in particular: (i) FNH was a wholly-owned direct
subsidiary of Fiat Industrial; (ii) FI CBM Holdings N.V. (now known as CNH Industrial N.V.) was a wholly-owned
direct subsidiary of Fiat Industrial; and (iii) CNH Global was an indirect subsidiary of Fiat Industrial (controlled
through FNH which owned approximately 87% of CNH Global’s capital stock).
In connection with the FI Merger, Fiat Industrial shareholders received one newly issued common share in CNH
Industrial (having a nominal value of €0.01 each) for each ordinary share held in Fiat Industrial (having a nominal
value of €1.57 each). In connection with the CNH Merger, CNH Global shareholders received 3.828 newly issued
CNH Industrial common shares (having a nominal value of €0.01 each) for each common share held in CNH
Global (having a nominal value of €2.25 each).
In connection with the closing of the Merger, CNH Industrial N.V. issued 1,348,867,772 common shares to Fiat
Industrial and CNH Global shareholders on the basis of the established exchange ratios described above. CNH
Industrial N.V. also issued special voting shares (non-tradable) to eligible Fiat Industrial and CNH Global shareholders
who maintained their ownership of the shares through the closing of the Merger and elected to receive special
voting shares. On the basis of the requests received, CNH Industrial N.V. issued a total of 474,474,276 special
voting shares in connection with the closing of the Merger. On September 30, 2013, CNH Industrial N.V. common
shares began trading on the NYSE and the MTA.
Prior to the Merger, Fiat Industrial owned approximately 87% of CNH Global’s outstanding common shares
(through their ownership of all of CNH Global’s common shares B) through FNH. As the Merger represented
107

a “business combination involving entities or businesses under common control”, it was outside the scope of
application of IFRS 3 – Business Combinations. Accordingly, no adjustments were made to the carrying amounts
of the assets and the liabilities of Fiat Industrial. This resulted in the amounts recognized in the consolidated
balance sheet post-merger being equal to those reported in the consolidated balance sheet of Fiat Industrial
pre-merger. The main effect of the Merger was the post-merger attribution to owners of the parent of the
previous non-controlling interests in the profit and loss and shareholder’s equity of former CNH Global N.V. for no
consideration. This effect was immaterial on the CNH Industrial’s consolidated profit and loss for the year ended
December 31, 2013.
On January 1, 2011, Fiat S.p.A. (which effective October 12, 2014 was merged into Fiat Chrysler Automobiles
N.V. or “FCA”) effected a “demerger” under Article 2506 of the Italian Civil Code (the “Demerger”). Pursuant to
the Demerger, Fiat transferred its ownership interest in FNH to a new holding company, Fiat Industrial, including
Fiat’s indirect ownership of CNH Global, as well as Fiat’s truck and commercial vehicles business and its industrial
and marine powertrain business. Consequently, as of January 1, 2011, CNH Global became a subsidiary of Fiat
Industrial. In connection with the Demerger, shareholders of Fiat S.p.A. received shares of capital stock of Fiat
Industrial. Accordingly, as of January 1, 2011, Fiat Industrial owned approximately 89% of CNH Global’s outstanding
common shares through FNH. Fiat Industrial was a corporation organized under the laws of the Republic of Italy
whose stock was traded on the Milan stock exchange.
Until December 31, 2013, CNH Industrial presented its Consolidated Financial Statements, prepared in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board
(“IASB”) and adopted by the European Union (“EU-IFRS”), in euros and including three reportable segments:
Agricultural and Construction Equipment inclusive of its financial services activities, Trucks and Commercial
Vehicles inclusive of its financial services activities, and Powertrain.
Beginning with the filing with the SEC of its Annual Report on Form 20-F for the fiscal year ended December 31,
2013, prepared in accordance with accounting standards generally accepted in the United States (“U.S. GAAP”),
CNH Industrial reports quarterly and annual financial results both under U.S. GAAP for SEC reporting purposes
and under EU-IFRS for European listing purposes and for Dutch law requirements. Financial statements under
both sets of accounting principles use U.S. dollar as the presentation currency. Prior period results, prepared
in euro, were consistently recast. In addition, CNH Industrial expanded its reportable segments from three to
five: Agricultural Equipment, Construction Equipment, Commercial Vehicles, Powertrain and Financial Services.
Prior period results were consistently recast. The activities carried out by Agricultural Equipment, Construction
Equipment, Commercial Vehicles and Powertrain, as well as Corporate functions, are collectively referred to as
“Industrial Activities”.
EU-IFRS differs in certain significant respects from U.S. GAAP. In order to help readers understand the difference
between the CNH Industrial’s two sets of financial statements, the Group has provided, on a voluntary basis, a
reconciliation from EU-IFRS to U.S. GAAP as included in Note 38 “EU-IFRS to U.S. GAAP reconciliation”.

SIGNIFICANT ACCOUNTING POLICIES


Basis of preparation
These Consolidated Financial Statements together with notes thereto of CNH Industrial, at December 31, 2015
were authorized for issuance on March 4, 2016, and have been prepared in accordance with the International
Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU-IFRS”) and with Part 9 of Book 2
of the Dutch Civil Code. The designation “IFRS” also includes International Accounting Standards (“IAS”), as well
as all interpretations of the IFRS Interpretations Committee (“IFRS-IC”).
The financial statements are prepared under the historical cost convention, modified as required for the
measurement of certain financial instruments, as well as on a going concern basis. In this respect, despite
operating in a continuingly difficult economic and financial environment, the Group’s assessment is that no material
uncertainties (as defined in paragraph 25 of IAS 1) exist about its ability to continue as a going concern, in view
also of the measures already undertaken by the Group to adapt to the changed levels of demand and its industrial
and financial flexibility.
These Consolidated Financial Statements are prepared with the U.S. dollars as the presentation currency. The
functional currency of the parent company (CNH Industrial N.V.) is the euro.
108 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Format of the financial statements


The Group presents an income statement using a classification based on the function of expenses (otherwise
known as the “cost of sales” method), rather than one based on their nature, as this is believed to provide
information that is more relevant. In this income statement, the Group also presents subtotals for both Trading
Profit and Operating Profit. Trading Profit represents Operating Profit before specific items that are considered
to hinder comparison of the trading performance of the Group’s businesses either on a year-on-year basis or with
other businesses. In detail, Trading Profit is a measure that excludes Gains/(losses) on the disposal of investments,
Restructuring costs and Other unusual income/(expenses) which impact, and are indicative of, operational
performance, but whose effects occur on a less frequent basis; each of these items is described as follows:
Gains/(losses) on the disposal of investments are defined as gains or losses incurred on the disposal of investments
(both consolidated subsidiaries and unconsolidated associates or other investments), inclusive of transaction
costs. The caption also includes gains/losses recognized in business combinations achieved in stages, when the
Group’s previously held equity interest in the acquiree is re-measured at its acquisition-date fair value;
Restructuring costs are defined as costs associated with involuntary employee termination benefits pursuant
to a one-time benefit arrangement, costs to consolidate or close facilities and relocate employees, and any
other cost incurred for the implementation of restructuring plans; those plans reflect specific actions taken by
management to improve the Group’s future profitability; and
Other unusual income/(expenses) are defined as asset write-downs (of plant, equipment or inventory) and
provisions (or their subsequent reversal) arising from infrequent external events or market conditions.
CNH Industrial excludes the above items from Trading Profit because they are individually or collectively material
items that are not considered to be representative of the routine trading performance of the Group’s businesses.
Operating Profit captures all items which are operational in nature regardless of the rate of occurrence. By
distinguishing operational items between Trading Profit and Operating Profit, the Group’s performance may be
evaluated in a more effective manner, while still disclosing a higher level of detail.
For the statement of financial position, a mixed format has been selected to present current and non-current
assets and liabilities, as permitted by IAS 1. Companies carrying out industrial activities and those carrying out
financial activities are both consolidated in the Group’s financial statements. The investment portfolios of Financial
Services are included in current assets, as the investments will be realized in their normal operating cycle. Financial
Services, though, obtain funds only partially from the market: the remainder are obtained from CNH Industrial
N.V. through the Group’s treasury companies (included in Industrial Activities), which lend funds both to Industrial
Activities and to Financial Services companies as the need arises. This Financial Services structure within the Group
means that any attempt to separate current and non-current liabilities in the consolidated statement of financial
position is not meaningful. Disclosure of the due dates of liabilities is however provided in the notes.
The statement of cash flows is presented using the indirect method.

Basis of consolidation
Subsidiaries
Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
the contractual arrangement with the other vote holders of the investee;
rights arising from other contractual arrangements;
the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. The financial statements of subsidiaries are included in
the Consolidated Financial Statements from the date that control commences until the date that control ceases.
Non-controlling interests in the net assets of consolidated subsidiaries and non-controlling interests in the profit
or loss of consolidated subsidiaries are presented separately from the interests of the owners of the parent in
109

the consolidated statement of financial position and income statement respectively. Losses applicable to non-
controlling interests which exceed the non-controlling interests in the subsidiary’s equity are debited to non-
controlling interests.
Changes in the Group’s ownership interests in subsidiaries that do not result in the loss of control are accounted for
as equity transactions. The carrying amounts of the equity attributable to owners of the parent and non-controlling
interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between
the book value of the non-controlling interests and the fair value of the relevant consideration is recognized directly
in the equity attributable to the owners of the parent.
If the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the
difference between (i) the aggregate of the fair value of the relevant consideration and the fair value of any retained
interest and (ii) the carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-
controlling interests. Any profits or losses recognized in other comprehensive income in respect of the subsidiary
are accounted for as if the subsidiary had been sold (i.e. are reclassified to profit or loss or transferred directly to
retained earnings depending on the applicable IFRS).
Subsidiaries that are either dormant or generate a negligible volume of business, are not consolidated. Their impact
on the Group’s assets, liabilities, financial position and profit/(loss) attributable to the owners of the parent is
immaterial.

Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing
control. Investments in joint ventures are accounted for using the equity method from the date that joint control
commences until the date that joint control ceases.

Associates
Associates are enterprises over which the Group has significant influence. As defined in IAS 28 – Investments
in Associates and Joint Ventures, significant influence is the power to participate in the financial and operating
policy decisions of the investee but is not control or joint control of those policies. Investments in associates are
accounted for using the equity method from the date that significant influence commences until the date that
significant influence ceases. When the Group’s share of losses of an associate, if any, exceeds the carrying amount
of the associate in the Group’s statement of financial position, the carrying amount is reduced to nil and recognition
of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the
associate.

Investments in other companies


Investments in other companies that are available-for-sale financial assets are measured at fair value, when this
can be reliably determined. Gains or losses arising from changes in fair value are recognized directly in other
comprehensive income until the assets are sold or are impaired, when the cumulative gains and losses previously
recognized in equity are recognized in profit or loss of the period.
Investments in other companies for which fair value is not available or is not reliable are stated at cost less any
impairment losses.
Dividends received from these investments are included in Other income/(expenses) from investments.

Transactions eliminated on consolidation


All significant intragroup balances and transactions and any unrealized gains and losses arising from intragroup
transactions are eliminated in preparing the Consolidated Financial Statements. Unrealized gains and losses arising
from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in those
entities.
110 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Foreign currency transactions


Transactions in foreign currencies are recorded at the foreign exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the
exchange rate prevailing at that date. Exchange differences arising on the settlement of monetary items or on
reporting monetary items at rates different from those at which they were initially recorded during the period or
in previous financial statements, are recognized in profit or loss.

Consolidation of foreign entities


All assets and liabilities of foreign consolidated companies with a functional currency other than the U.S. dollar
are translated using the exchange rates in effect at the balance sheet date. Income and expenses are translated at
the average exchange rate for the period. Translation differences resulting from the application of this method are
classified as equity until the disposal of the investment. Average rates of exchange are used to translate the cash
flows of foreign subsidiaries in preparing the consolidated statement of cash flows.
The goodwill, assets acquired and liabilities assumed arising from the acquisition of entities with a functional
currency other than the U.S. dollar are recognized in the functional currency and translated at the exchange rate at
the acquisition date. These balances are subsequently retranslated at the exchange rate at the balance sheet date.
The principal exchange rates used to translate into U.S. dollars the financial statements prepared in currencies
other than the U.S. dollar were as follows:

Average 2015 At December 31, 2015 Average 2014 At December 31, 2014
Euro 0.901 0.919 0.753 0.824
Pound sterling 0.654 0.674 0.607 0.642
Swiss franc 0.962 0.995 0.914 0.990
Polish zloty 3.771 3.917 3.149 3.520
Brazilian real 3.335 3.960 2.349 2.653
Canadian dollar 1.278 1.388 1.104 1.158
Argentine peso 9.258 12.984 8.115 8.551
Turkish lira 2.726 2.918 2.188 2.333

Venezuela currency regulations and re-measurement


The functional currency of CNH Industrial’s Venezuelan subsidiary is the U.S. dollar. At the end of each period,
CNH Industrial re-measures the net monetary assets of its Venezuelan subsidiary from the bolivar fuerte (“Bs.F.”
or “bolivars”) to the U.S. dollar at the rate it believes is legally available to the Group. As of December 31,
2015, there was a three-tiered exchange rate mechanism in Venezuela for exchanging bolivars into U.S. dollars:
(1) the government-operated National Center of Foreign Commerce (CENCOEX), which has a fixed exchange
rate of 6.3 bolivars per U.S. dollar mainly intended for the import of essential goods and services by designated
industry sectors; (2) the auction-based Supplementary Foreign Currency Administration System (SICAD), which
is intended for certain transactions, including foreign investments with a rate of 13.5 Bs.F. per U.S. dollar; and (3)
an open market Marginal Foreign Exchange System (SIMADI), established in February 2015, which is available to
companies and individuals to exchange foreign currency based on supply and demand, with a rate of 198.70 Bs.F.
per U.S. dollar.
Based on changes to the way Venezuela’s exchange rate mechanism operated, in 2014 CNH Industrial changed
the Bs.F. rate used to re-measure its Venezuelan subsidiary’s financial statements in U.S. dollars. Effective March
31, 2014, CNH Industrial began using the exchange rate determined by U.S. dollar auctions conducted under the
SICAD I. As a result, in the first quarter of 2014, CNH Industrial recorded a pre- and after-tax re-measurement
charge of $64 million.
Until June 30, 2015, CNH Industrial considered the SICAD rate the appropriate rate to use to convert the net
monetary assets denominated in bolivars of its Venezuelan subsidiary. The SICAD exchange rate used at June 30,
2015 was 12.8 Bs.F. to the U.S. dollar, the latest rate at which, at the beginning of July 2015, bolivars were exchanged
for U.S. dollars in a SICAD auction to which the Venezuelan subsidiary was admitted.
During the third quarter of 2015, due to the progressively deteriorating economic conditions in Venezuela, and
the limited availability of U.S. dollars, CNH Industrial determined that the SIMADI exchange rate is the most
111

appropriate rate to use as of September 30, 2015. As a result, CNH Industrial has adopted the SIMADI exchange
rate in the third quarter to re-measure the net monetary assets denominated in bolivars and to convert revenues
and expenses of its Venezuelan subsidiary adopting the SIMADI rate of Bs.F 199.42 per U.S. dollar. CNH Industrial
now considers the SIMADI rate more reflective of the current economic environment in Venezuela and future
transactions at the SICAD rate appear highly unlikely. As a result, CNH Industrial recorded in “Financial income/
(expenses)” in the consolidated income statement for the three and nine months ended September 30, 2015, a
pre- and after-tax charge of $150 million primarily related to this re-measurement. In this context, CNH Industrial
assessed the non-monetary assets of its Venezuelan operations for impairment, which resulted in no additional
charges. Following the adoption of the SIMADI rate and related re-measurement, CNH Industrial’s results of
operations in Venezuela in the six months ended December 31, 2015 generated less than 1% of both CNH
Industrial’s net revenues and trading profit.
As of December 31, 2015, CNH Industrial continues to control and therefore consolidate its Venezuelan operations.
Despite the significant macroeconomic challenges in the country, CNH Industrial intends to continue its presence in
the Venezuelan market for the foreseeable future. CNH Industrial continues to monitor the Venezuelan economic
situation and is actively engaged in discussions with the Venezuelan government agencies concerning its ongoing
business activities. If, in the future, it concludes that it no longer maintains control over its operations in Venezuela,
CNH Industrial may need to de-consolidate its operations in Venezuela, which would result in a pre- and after-tax
charge of approximately $90 million using the December 31, 2015 rate of 198.70 Bs.F. per U.S. dollar.
On February 17, 2016, the Venezuelan government devalued its currency and introduced further changes to its
exchange rate mechanism. See “Note 39. Subsequent events” for further information.

Re-measurement of Argentinian net monetary asset


The functional currency of CNH Industrial’s Argentinian subsidiaries is the U.S. dollar. At the end of each period,
CNH Industrial re-measures the net monetary assets of its Argentinian subsidiaries from the Argentine Peso into
the U.S. dollar. During the month of December 2015, CNH Industrial recorded a $40 million charge following
the devaluation of Argentine Peso. Additionally in December 2015, CNH Industrial subscribed $50 million bonds
offered to importers by the Argentinian government in order to help importers settle their backlog of payments
that had ballooned under the previous government’s capital controls. These bonds yield a 6% interest rate and will
be repaid in eight monthly installments between May 2016 and December 2016. These financial instruments should
facilitate the settlement, by CNH Industrial’s Argentinian subsidiaries, of payables due to other non-Argentinian
subsidiaries, having fixed the exchange rate at the bond issuance.

Business combinations
Business combinations are accounted for by applying the acquisition method. Under this method:
the consideration transferred in a business combination is measured at fair value, which is calculated as the sum
of the acquisition-date fair values of the assets transferred and liabilities assumed by the Group and the equity
interests issued in exchange for control of the acquiree. Acquisition-related costs are generally recognized in
profit or loss as incurred;
at the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair
value at that date, except for deferred tax assets and liabilities, assets and liabilities relating to employee benefit
arrangements, liabilities or equity instruments relating to share-based payment arrangements of the acquiree or
share-based payment arrangements of the Group entered into to replace share-based payment arrangements
of the acquire, assets (or disposal groups) that are classified as held for sale, which are measured in accordance
with the relevant standard;
goodwill is measured as the excess of the aggregate of the consideration transferred in the business combination,
the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed. If the net of the acquisition-date amounts of the identifiable assets acquired
and liabilities assumed exceeds the aggregate of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the
excess is recognized immediately in profit or loss as a gain from a bargain purchase;
112 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

non-controlling interest is initially measured either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets. The selection of the measurement method is made on a transaction-
by-transaction basis;
any contingent consideration arrangement in the business combination is measured at its acquisition-date fair
value and included as part of the consideration transferred in the business combination in order to determine
goodwill. Changes in the fair value of the contingent consideration that qualify as measurement period
adjustments are recognized retrospectively, with corresponding adjustments to goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the ‘measurement period’
(which may not exceed one year from the acquisition date) about facts and circumstances that existed as of the
acquisition date. Any changes in fair value after the measurement period are recognized in profit or loss.
When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree
is remeasured at its acquisition-date fair value and the resulting gain or loss, if any, is recognized in profit or loss.
Changes in the equity interest in the acquiree that have been recognized in Other comprehensive income in prior
reporting periods are reclassified to profit or loss as if the interest had been disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete
in the Consolidated Financial Statements. Those provisional amounts are adjusted during the above-mentioned
measurement period to reflect new information obtained about facts and circumstances that existed at the
acquisition date which, if known, would have affected the amounts recognized at that date.
Business combinations that took place prior to January 1, 2010 were accounted for in accordance with the version
of IFRS 3 effective before the 2008 amendments, as permitted by the revised standard.

Fair value measurement


Some of the Group’s assets and liabilities are measured at fair value at the balance sheet date. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
In estimating the fair value of an asset or a liability, the Group uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs. Additional information about fair value, fair value
hierarchy, valuation techniques and inputs used in determining the fair value of assets and liabilities is provided in
Note 21, Note 34 and, where required, in the individual notes relating to the assets and liabilities whose fair value
were determined.
In addition, fair value measurements are categorized within the fair value hierarchy, described as follows, based on
the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to
the fair value measurement in its entirety:
Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices) on the market;
Level 3 — inputs that are not based on observable market data.

Intangible assets
Goodwill
Goodwill is not amortized, but is tested for impairment annually or more frequently if events or changes in
circumstances indicate that it might be impaired. After initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
113

Development costs
Development costs for vehicle production project (trucks, buses, agricultural and construction equipment and
engines) are recognized as an asset if and only if both of the following conditions are met: a) development costs
can be measured reliably and b) the technical feasibility of the product, volumes and pricing support the view that
the development expenditure will generate future economic benefits. Capitalized development costs include all
direct and indirect costs that may be directly attributed to the development process. Capitalized development
costs are amortized on a systematic basis from the start of production of the related product over the product’s
estimated average life, as follows:

N° of years
Trucks and buses 4-8
Agricultural and construction equipment 5
Engines 8-10

All other development costs are expensed as incurred.

Intangible assets with indefinite useful lives


Intangible assets with indefinite useful lives principally consist of acquired trademarks which have no legal, regulatory,
contractual, competitive, economic, or other factor that limits their useful life. Intangible assets with an indefinite
useful life are not amortized, but are tested for impairment annually or more frequently whenever there is an
indication that the asset may be impaired.

Other intangible assets


Other purchased and internally-generated intangible assets are recognized as assets in accordance with
IAS 38 – Intangible Assets, where it is probable that the use of the asset will generate future economic benefits and
where the costs of the asset can be determined reliably.
Such assets are measured at purchase or manufacturing cost and amortized on a straight-line basis over their
estimated useful lives, if these assets have finite useful lives.
Other intangible assets acquired as part of the acquisition of a business are capitalized separately from goodwill if
their fair value can be measured reliably.

Property, plant and equipment


Cost
Property, plant and equipment are stated at cost, less accumulated depreciation.
Subsequent expenditures and the cost of replacing parts of an asset are capitalized only if they increase the
future economic benefits embodied in that asset. All other expenditures are expensed as incurred. When such
replacement costs are capitalized, the carrying amount of the parts that are replaced is recognized in profit or loss.
Property, plant and equipment also include vehicles sold with a buy-back commitment, which are recognized
under the method described in the paragraph Revenue recognition if the buy-back commitment originates from
Commercial Vehicles.
Assets held under finance lease, which the Group assumes with substantially all the risks and rewards of ownership,
are recognized as assets of the Group at the lower of fair value or present value of the minimum lease payments.
The corresponding liability to the lessor is included in the financial statement as a debt. The assets are depreciated
by the method and at the rates indicated below.
Leases under which the lessor retains substantially all the risks and rewards of ownership of the assets are classified
as operating lease. Operating lease expenditures are expensed on a straight-line basis over the lease terms.
114 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Depreciation
Depreciation is recorded on a straight-line basis over the estimated useful lives of the respective assets as follows:

Depreciation rates
Buildings 2.5% - 10%
Plant, machinery and equipment 4% - 20%
Other assets 10% - 33%

Land is not depreciated.

Finance leases
Future minimum lease payments from lessees are classified as Receivables from financing activities. Lease payments
are recognized as the repayment of the principal and financial income remunerating the initial investment and the
services provided.

Leased assets
Leased assets include vehicles leased to retail customers by the Group’s leasing companies under operating lease
arrangements. They are stated at cost and depreciated at annual rates of between 20% and 33%.
When such assets are no longer leased and become held for sale, the Group reclassifies their carrying amount to
Inventories.

Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets
(as defined under IAS 23 – Borrowing Costs), which are assets that necessarily take a substantial period of time to
get ready for their intended use or sale, are capitalized and amortized over the useful life of the class of assets to
which they refer.
All other borrowing costs are expensed when incurred.

Impairment of assets
The Group reviews, at least annually, the recoverability of the carrying amount of intangible assets (including
capitalized development costs) and property, plant and equipment, in order to determine whether there is any
indication that those assets have suffered an impairment loss. Goodwill and Intangible assets with indefinite useful
lives are tested for impairment annually or more frequently, if there is an indication that an asset may be impaired.
If indicators of impairment are present, the carrying amount of the assets is reduced to its recoverable amount
that is the higher of its fair value less disposal costs and its value in use. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs. In assessing its value in use, the pre-tax estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. An impairment loss is recognized when the recoverable amount is lower
than the carrying amount.
Where a previous impairment loss for assets other than goodwill no longer exists or has decreased, the carrying
amount of the asset or cash-generating unit is increased up to the revised estimate of its recoverable amount, but
not in excess of the carrying amount that would have been recorded had no impairment loss been recognized. A
reversal of an impairment loss is recognized in profit or loss immediately.
115

Financial instruments
Presentation
Financial instruments held by the Group are presented in the financial statements as described in the following
paragraphs.
Investments and other non-current financial assets comprise investments in unconsolidated companies and other
non-current financial assets (held-to-maturity securities, non-current loans and receivables and other non-current
available-for-sale financial assets).
Current financial assets, as defined in IAS 39, include trade receivables, receivables from financing activities (retail
financing, dealer financing, lease financing and other current loans to third parties), current securities and other
current financial assets (which include derivative financial instruments stated at fair value as assets), as well as cash
and cash equivalents.
In particular, Cash and cash equivalents include cash at banks, units in liquidity funds and other money market
securities that are readily convertible into cash and are subject to an insignificant risk of changes in value.
Current securities include short-term or marketable securities which represent temporary investments of available
funds and do not satisfy the requirements for being classified as cash equivalents; current securities include both
available-for-sale and held-for-trading securities.
Financial liabilities refer to debt, which includes asset-backed financing, and other financial liabilities (which include
derivative financial instruments stated at fair value as liabilities), trade payables and other payables.

Measurement
Investments in unconsolidated companies classified as non-current financial assets are accounted for as described
in the paragraph “Basis of consolidation”.
Non-current financial assets other than investments, as well as current financial assets and financial liabilities, are
accounted for in accordance with IAS 39 – Financial Instruments: Recognition and Measurement.
Current financial assets and held-to-maturity securities are recognized on the basis of the settlement date and, on
initial recognition, are measured at fair value, including transaction costs.
Subsequent to initial recognition, available-for-sale and held-for-trading financial assets are measured at fair
value. When market prices are not available, the fair value of available-for-sale financial assets is measured using
appropriate valuation techniques (e.g. discounted cash flow analysis based on market information available at the
balance sheet date).
Gains and losses on available-for-sale financial assets are recognized directly in other comprehensive income until
the financial asset is disposed of or is determined to be impaired; when the asset is disposed of, the cumulative gains
or losses, including those previously recognized in other comprehensive income, are reclassified to profit or loss for
the period; when the asset is impaired, accumulated losses are recognized to profit or loss. Gains and losses arising
from changes in the fair value of held-for-trading financial instruments are included in profit or loss for the period.
Loans and receivables which are not held by the Group for trading (loans and receivables originating in the course
of business), held-to-maturity securities and all financial assets for which published price quotations in an active
market are not available and whose fair value cannot be determined reliably, are measured, to the extent that they
have a fixed term, at amortized cost, using the effective interest method. When the financial assets do not have
a fixed term, they are measured at acquisition cost. Receivables with maturities of over one year which bear no
interest or an interest rate significantly lower than market rates are discounted using market rates.
Assessments are made regularly as to whether there is any objective evidence that a financial asset or group of
assets may be impaired. If any such evidence exists, an impairment loss is included in profit or loss for the period.
Except for derivative instruments, financial liabilities are measured at amortized cost using the effective interest
method.
Financial assets and liabilities hedged by derivative instruments are measured in accordance with hedge accounting
principles applicable to fair value hedges: gains and losses arising from remeasurement at fair value, due to changes
in the respective hedged risk, are recognized in profit or loss and are offset by the effective portion of the loss or
gain arising from remeasurement at fair value of the hedging instrument.
116 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Derivative financial instruments


Derivative financial instruments are used for hedging purposes, in order to reduce currency, interest rate and
market price risks. In accordance with IAS 39, derivative financial instruments qualify for hedge accounting only
when at the inception of the hedge there is formal designation and documentation of the hedging relationship,
the hedge is expected to be highly effective, its effectiveness can be reliably measured and it is highly effective
throughout the financial reporting periods for which it is designated.
All derivative financial instruments are measured in accordance with IAS 39 at fair value.
When derivative financial instruments qualify for hedge accounting, the following accounting treatment applies:
Fair value hedges – Where a derivative financial instrument is designated as a hedge of the exposure to changes
in fair value of a recognized asset or liability that is attributable to a particular risk and could affect profit or loss,
the gain or loss from remeasuring the hedging instrument at fair value is recognized in profit or loss. The gain or
loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is
recognized in profit or loss.
Cash flow hedges – Where a derivative financial instrument is designated as a hedge of the exposure to variability
in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect
profit or loss, the effective portion of any gain or loss on the derivative financial instrument is recognized directly
in other comprehensive income. The cumulative gain or loss is removed from other comprehensive income
and recognized in profit or loss at the same time as the economic effect arising from the hedged item affects
income. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized
in profit or loss immediately. When a hedging instrument or hedge relationship is terminated but the hedged
transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in
other comprehensive income and is recognized in profit or loss at the same time as the underlying transaction
occurs. If the hedged transaction is no longer probable, the cumulative unrealized gain or loss held in other
comprehensive income is recognized in profit or loss immediately.
If hedge accounting cannot be applied, the gains or losses from the fair value measurement of derivative financial
instruments are recognized immediately in profit or loss.

Transfers of financial assets


The Group derecognizes financial assets when, and only when, the contractual rights to the cash flows arising from
the assets no longer hold or if the Group transfers the financial activities. When the Group transfers a financial
asset:
if the Group transfers substantially all the risks and rewards of ownership of the financial asset, it derecognizes
the financial asset and recognizes separately as assets or liabilities any possible rights and obligations created or
retained in the transfer;
if the Group retains substantially all the risks and rewards of ownership of the financial asset, it continues to
recognize the financial asset;
if the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial
asset, it determines whether it has retained control of the financial asset. In this case:
if the Group has not maintained control, it derecognizes the financial asset and recognizes separately as assets
and liabilities any possible rights and obligations created or retained in the transfer;
if the Group has retained control, it continues to recognize the financial asset to the extent of its continuing
involvement in the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset and the consideration
received or receivable for the transfer of the asset is recognized in profit or loss.
117

Inventories
Inventories of raw materials, semi-finished products and finished goods, (including assets leased out under operating
lease) are stated at the lower of cost or market. Cost is determined by the first-in-first-out (FIFO) method. Cost
includes the direct costs of materials, labor and indirect costs (variable and fixed). Provision is made for obsolete
and slow-moving raw materials, finished goods, spare parts and other supplies based on their expected future use
and realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs for sale and distribution.
The measurement of construction contracts is based on the stage of completion determined as the proportion
that cost incurred to the balance sheet date bears to the estimated total contract cost. These items are presented
net of progress billings received from customers. Any losses on such contracts are fully recorded in profit or loss
when they become known.

Assets and liabilities held for sale


Non-current assets are classified as held for sale if their carrying amounts will be principally recovered through a
sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly
probable and the non-current asset (or the disposal group) is available for immediate sale in its present condition.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities
of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether
the Group will retain a non-controlling interest in its former subsidiary after the sale.
Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying
amounts and fair value less costs to sell.

Employee benefits
Pension plans
The present value of a defined benefit obligation and the related current service cost (and past service cost, where
applicable) for defined benefit pension plans are determined on an actuarial basis using the projected unit credit
method.
The net defined benefit liability that the Group recognizes in the statement of financial position represents the
present value of the defined benefit obligation reduced by the fair value of any plan assets (deficit). In case of a
surplus, a net defined benefit asset is recognized at the lower of the surplus and the asset ceiling.
Remeasurements of the net defined benefit liability/asset (that comprise: a) actuarial gains and losses, b) return on
plan assets, excluding amounts included in net interest on the net defined benefit liability/asset, and c) any change
in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability/asset)
are recognized directly in other comprehensive income without reclassification to profit or loss in subsequent years.
Past service cost resulting from a plan amendment (the introduction or withdrawal of, or changes to, a defined
benefit plan) or a curtailment (a significant reduction in the number of employees covered by a plan) and gain or
loss on settlements (a transaction that eliminates all further legal or constructive obligations for part or all of the
benefits) are recognized in profit or loss in the period in which they occur (or, in case of past service costs, when
the entity recognizes related restructuring costs or termination benefits, if earlier).
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset and is recognized
as Financial income/(expenses) in profit or loss. Current service cost and all other costs and income arising from
the measurement of pension plan provisions are allocated to costs by function in profit or loss.

Post-employment plans other than pensions


The Group provides certain post-employment defined benefits, mainly healthcare plans. The method of accounting
and the frequency of valuations are similar to those used for defined benefit pension plans.
118 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Defined contribution plans


Costs arising from defined contribution plans are recognized as an expense in profit or loss as incurred.

Share-based compensation plans


The Group provides additional benefits to certain members of senior management and employees through equity
compensation plans (stock option plans and stock grants). In accordance with IFRS 2 – Share-based Payment, these
plans represent a component of recipient remuneration. The compensation expense, corresponding to the fair
value of the instruments at the grant date, is recognized in profit or loss on a straight-line basis over the period
from the grant date to the vesting date, with the offsetting credit recognized directly in equity. Any subsequent
changes to fair value do not have any effect on the initial measurement.

Provisions
The Group records provisions when it has an obligation, legal or constructive, to a third party, as a result from a
past event, when it is probable that an outflow of Group resources will be required to satisfy the obligation and
when a reliable estimate of the amount can be made.
Changes in estimates are reflected in profit or loss in the period in which the change occurs.

Treasury shares
Treasury shares are presented as a deduction from equity. The original cost of treasury shares and the proceeds
of any subsequent sale are presented as movements in equity.

Revenue recognition
Revenue is recognized if it is probable that the economic benefits associated with a transaction will flow to the
Group and the revenue can be measured reliably. Revenues are stated net of discounts, allowances, settlement
discounts and rebates, as well as costs for sales incentive programs, determined on the basis of historical costs,
country by country, and charged against profit for the period in which the corresponding sales are recognized. The
Group’s sales incentive programs include the granting of retail financing at significant discount to market interest
rates. The corresponding cost is recognized at the time of the initial sale.
Revenues from the sale of products are recognized when the risks and rewards of ownership of the goods are
transferred to the customer, the sales price is agreed or determinable and receipt of payment can be assumed:
this generally corresponds to the date when the vehicles are made available to non-group dealers, or the delivery
date in the case of direct sales. New vehicle sales with a buy-back commitment are not recognized at the time of
delivery but are accounted for as operating leases. More specifically, vehicles sold with a buy-back commitment
by Commercial Vehicles are accounted for as Property, plant and equipment because agreements usually have a
long-term buy-back commitment. The difference between the carrying value (corresponding to the manufacturing
cost) and the estimated resale value (net of refurbishing costs) at the end of the buy-back period is depreciated
on a straight-line basis over the same period. The initial sale price received is recognized as an advance payment in
liabilities. The difference between the initial sale price and the buy-back price is recognized as rental revenue on a
straight-line basis over the term of the operating lease. Assets sold under a buy-back commitment that are initially
recognized in Property, plant and equipment are reclassified to Inventories at the end of the agreement term if
they are held for sale. The proceeds from the sale of such assets are recognized as Revenues.
Revenues from construction contracts are recognized by reference to the stage of completion.
Revenues from the sale of extended warranties and maintenance contracts are recognized over the life of the
contract and matched to related costs. Given their nature, margins on these contracts are recognized only when
all associated costs can be estimated reliably, which is generally in the final period of the contractual term. In the
event that estimated costs to fulfill the contract obligations exceed contract revenues, the estimated contract loss
is recognized as soon as it is identified.
Revenues also include lease rentals and interest income from Financial Services.
119

Cost of sales
Cost of sales comprises the cost of manufacturing products and the acquisition cost of purchased merchandise
which has been sold. It includes all directly attributable material and production costs and all production overheads.
These include the depreciation of property, plant and equipment and the amortization of intangible assets relating
to production and write-downs of inventories. Cost of sales also includes freight and insurance costs relating to
deliveries to dealers and agency fees in the case of direct sales.
Cost of sales also includes provisions made to cover the estimated cost of product warranties at the time of sale
to dealer networks or to the end customer.
Expenses which are directly attributable to the Financial Services business, including the interest expense related
to the financing of Financial Services business as a whole and charges for risk provisions and write-downs, are
reported in cost of sales.

Research and development costs


This item includes research costs, development costs not eligible for capitalization and the amortization of
development costs recognized as assets in accordance with IAS 38.

Government grants
Government grants are recognized in the financial statements when there is reasonable assurance that the
company concerned will comply with the conditions for receiving such grants and that the grants themselves will
be received. Government grants are recognized as income over the periods necessary to match them with the
related costs which they are intended to offset.
The benefit of a government loan at a below-market rate of interest is treated as a government grant. The benefit
of the below-market rate of interest is measured as the difference between the initial carrying amount of the loan
(fair value plus transaction costs) and the proceeds received, and is accounted for in accordance with the policies
already used for the recognition of government grants.

Income taxes
Income taxes include all taxes based upon the taxable profits of the Group. Taxes on income are recognized in
profit or loss except to the extent that they relate to items recognized directly in equity or in other comprehensive
income, in which case the related tax effect is recognized directly in equity or in other comprehensive income.
Provisions for income taxes that could arise on the distribution of a subsidiary’s undistributed profits are only
made where there is a current intention to distribute such profits. Other taxes not based on income, such as
property taxes and taxes on capital, are included in operating expenses. Deferred taxes are provided using the full
liability method. They are calculated on all temporary differences between the tax base of an asset or liability and
the carrying amounts in the Consolidated Financial Statements, except for those arising from non-tax-deductible
goodwill and for those related to investments in subsidiaries where it is possible to control the reversal of the
differences and reversal will not take place in the foreseeable future. Deferred tax assets relating to the carry-
forward of unused tax losses and tax credits, as well as those arising from temporary differences, are recognized
to the extent that it is probable that future profits will be available against which they can be utilized. Current
and deferred income tax assets and liabilities are offset when the income taxes are levied by the same taxation
authority and where there is a legally enforceable right of offset. Deferred tax assets and liabilities are measured at
the substantively enacted tax rates in the respective jurisdictions in which the Group operates that are expected
to apply to taxable income in the periods in which temporary differences reverse or expire.

Dividends
Dividends payable by the Group are reported as a change in equity in the period in which they are approved by
shareholders in their Annual General Meeting (“AGM”).
120 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Earnings per share


Basic earnings per share are calculated by dividing the Profit/(loss) attributable to owners of the parent by the
weighted average number of common shares outstanding during the year. Special voting shares are not included
in the earnings per share calculation as they are not eligible for dividends and have only limited economic rights.
For diluted earnings per share, the weighted average number of common shares outstanding is adjusted assuming
conversion of dilutive potential common shares.

Use of estimates
The preparation of financial statements and related disclosures that conform to EU-IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities and reported amounts of income and expenses. The estimates and related assumptions are
based on available information at the date of preparation of the financial statements, on historical experience and
other relevant factors. Actual results may differ from the estimates.
Particularly in light of the current economic uncertainty, developments occurring during 2014 and following years
may differ from CNH Industrial’s estimates and assumptions, and therefore might require significant adjustments
to the carrying amount of certain items, which as of the date of these Consolidated Financial Statements cannot
be accurately estimated or predicted. The principal items affected by estimates are the allowances for doubtful
accounts receivable and inventories, non-current assets (tangible and intangible assets), the residual values of
vehicles leased out under operating lease arrangements or sold with buy-back clauses, sales allowances, product
warranties, pension and other post-employment benefits, deferred tax assets and contingent liabilities.
Estimates and assumptions are periodically reviewed and the effects of any changes are recognized in the period
in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
The following are the critical judgments and the key assumptions concerning the future that management has made
in the process of applying the Group’s accounting policies and that may have the most significant effect on the
amounts recognized in the Consolidated Financial Statements or that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year.

Allowance for doubtful accounts


The allowance for doubtful accounts reflects management’s estimate of losses inherent in the wholesale and retail
credit portfolio. This allowance is based on CNH Industrial’s estimate of the losses to be incurred, which derives
from past experience with similar receivables, current and historical past due amounts, dealer termination rates,
write-offs and collections, the careful monitoring of portfolio credit quality and current and projected economic
and market conditions. Should the present economic and financial situation persist or even worsen, there could
be a further deterioration in the financial situation of the Group’s debtors compared to that already taken into
consideration in calculating the allowances recognized in the financial statements.

Allowance for obsolete and slow-moving inventory


The allowance for obsolete and slow-moving inventory reflects management’s estimate of the expected loss in
value, and has been determined on the basis of past experience and historical and expected future trends in the
used vehicle market. A worsening of the economic and financial situation could cause a further deterioration in
conditions in the used vehicle market compared to that taken into consideration in calculating the allowances
recognized in the financial statements.

Recoverability of non-current assets (including goodwill)


Non-current assets include property, plant and equipment, intangible assets (including goodwill), investments
and other financial assets. The Group reviews the carrying value of non-current assets held and used and that
of assets to be disposed of when events and circumstances warrant such a review. For goodwill and intangible
assets with indefinite useful lives such analysis is carried out at least annually and when events and circumstances
warrant such a review.
121

The analysis of the recoverable amount of non-current assets other than goodwill is usually performed using
estimates of future expected cash flows from the use or disposal of the asset and an appropriate discount rate
in order to calculate present value. If the carrying amount is deemed to be impaired, the Group recognizes an
impairment loss for the amount by which the carrying amount of the asset exceeds its estimated recoverable
amount from use or disposal determined by reference to the cash flows included in its most recent business
forecasts.
With reference to goodwill, around 69% of capitalized goodwill relates to Agricultural Equipment amounting to
$1,688 million at December 31, 2015, around 24% of capitalized goodwill relates to Construction Equipment
amounting to $580 million at December 31, 2015 and around 5% of capitalized goodwill relates to Financial Services
amounting to $128 million at December 31, 2015. The impairment test of such goodwill is performed at the cash
generating unit level, the segment level. The recoverable amount of the cash generating units is determined using
multiple valuation methodologies, relying largely on an income approach (based on the present value of estimated
future cash flows) but also incorporating value indicators from a market approach. The carrying amount of a cash
generating unit is then compared to the recoverable amount to determine if there is an impairment loss. Further
details on the goodwill impairment test are included in Note 14.
In view of the present economic and financial situation, the Group has the following considerations in respect of
its future prospects:
When carrying out impairment testing of tangible and intangible assets, the Group took into account its expected
performance in the period 2016-2018 consistent with the business plan presented to the financial community
in May 2014, as adjusted to take into consideration changes in the applicable economic environment for each
cash - generating unit. CNH Industrial extended such projections for subsequent years to appropriately cover
the period of analysis. The analysis performed in 2015 (consistently with prior year) did not indicate the need to
recognize any significant impairment loss.
Should the assumptions underlying the forecast deteriorate further the following is noted:
The Group’s tangible and intangible assets with a finite useful life (mostly development costs) relate to
models or products with high technological content in line with the latest environmental laws and regulations,
which consequently makes them competitive in the current economic environment, especially in the
more mature economies in which particular attention is placed on the eco-sustainability of those types of
products. Consequently, despite the fact that the capital goods sector (in particular, commercial vehicles and
construction equipment in certain specific geographical areas) is one of the markets most affected by the crisis
in the immediate term, management considers that is highly probable that the life cycle of these products can
be lengthened to extend over the period of time involved in a slower economic recovery, allowing the Group
to achieve sufficient cash flows to cover the investments, although over a longer period of time.
With reference to goodwill, the Group performed a sensitivity analysis on impairment, as disclosed in Note 14.

Residual values of assets leased out under operating lease arrangements or sold with a buy-back
commitment
CNH Industrial records assets rented to customers or leased to them under operating lease as tangible assets.
Furthermore, new vehicle sales with a buy-back commitment are not recognized as sales at the time of delivery
but are accounted for as operating lease if it is probable that the vehicle will be bought back. Income from such
operating lease is recognized on a straight-line basis over the term of the lease. Depreciation expense for assets
subject to operating lease is recognized on a straight-line basis over the lease term in amounts necessary to reduce
the cost of an asset to its estimated residual value at the end of the lease term. The estimated residual value of
leased assets is calculated at the lease commencement date on the basis of published industry information and
historical experience.
Realization of the residual values is dependent on CNH Industrial’s future ability to market the assets under
the then-prevailing market conditions. The Group continually evaluates whether events and circumstances have
occurred which impact the estimated residual values of the assets on operating lease. The used vehicle market was
carefully monitored throughout 2014 to ensure that write-downs were properly determined. However, it cannot
be dismissed that additional write-downs may be required if market conditions should deteriorate further.
122 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Sales allowances
CNH Industrial grants certain sales incentives to support sales of its products to retail customers. At the later of
the time of sale or the time an incentive is announced to dealers, CNH Industrial records the estimated impact of
sales allowances in the form of dealer and customer incentives as a reduction of revenue. The expense for new
programs is accrued at the inception of the program. The amounts of incentives to be paid are estimated. The
determination of sales allowances requires management to make estimates based upon historical data, estimated
future market demand for products, field inventory levels, announced incentive programs, competitive pricing and
interest rates, among other things.

Product warranties
CNH Industrial makes provisions for estimated expenses related to product warranties at the time products
are sold. Management establishes these estimates based on historical information on the nature, frequency and
average cost of warranty claims. The Group seeks to improve vehicle quality and minimize warranty expenses
arising from claims. Warranty costs may differ from those estimated if actual claim rates are higher or lower than
historical rates.

Pension and other post-employment benefits


Group companies sponsor pension and other post-employment benefits in various countries, mainly in the United
States, the United Kingdom and Germany.
Employee benefit liabilities, related assets, costs and net interest connected with them are measured on an actuarial
basis which requires the use of estimates and assumptions to determine the net defined benefit liability/asset for
the Group. The actuarial method takes into consideration parameters of a financial nature such as the discount
rate, the rate for expected return on plan assets, the rate of salary increases and the healthcare costs trend rate
and takes into consideration the likelihood of potential future events by using certain demographic parameters
such as mortality rates and dismissal or retirement rates. The discount rates selected are based on yields or yield
curves of high quality corporate bonds in the relevant market. Trends in healthcare costs are developed on the
basis of historical experience, the near-term outlook for costs and likely long-term trends. Rates of salary increases
reflect the Group’s long-term actual expectations in the reference market and inflation trends. Changes in any of
these assumptions may have an effect on future contributions to the plans.
The effects resulting from revising the estimates for the above parameters (“re-measurements”) are recognized
directly in other comprehensive income without reclassification to profit or loss in subsequent years: refer to
Employee benefits section above for further details.
Significant future changes in the yields of corporate bonds, other actuarial assumptions referred to above and
returns on plan assets may significantly impact the net liability/asset.

Realization of deferred tax assets


At December 31, 2015, CNH Industrial had net deferred tax assets and theoretical tax benefits arising from tax
loss carry forwards of $1,430 million, of which $583 million is not recognized in the financial statements. The
corresponding totals at December 31, 2014 were $2,000 million and $744 million. Management has recorded
deferred tax assets at the amount that it believes is more likely than not to be recovered. In making such
adjustments, management has taken into consideration figures from budgets and plans consistent with those used
for the impairment testing and discussed in paragraph “Recoverability of non-current assets (including goodwill)”
above. CNH Industrial believes that the adjustments that have been recognized are sufficient to protect against
the risk of a further deterioration of the assumptions in these forecasts, taking into account that the net deferred
assets accordingly recognized relate to temporary differences and tax losses which, to a significant extent, may be
recovered over a very long period.
123

Contingent liabilities
CNH Industrial is the subject of legal proceedings and tax issues covering a range of matters, which are pending in
various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of
such matters. The cases and claims against CNH Industrial often raise difficult and complex factual and legal issues,
which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular
case and claim, the jurisdiction and the differences in applicable law. In the normal course of business management
consults with legal counsel and certain other experts on matters related to litigation and taxes. The Group accrues
a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably
estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.

New standards and amendments effective from January 1, 2015


The following new standards and amendments that are applicable from January 1, 2015 were adopted by the
Group for the purpose of the preparation of the Consolidated Financial Statements:
On November 21, 2013, the IASB issued narrow scope amendments to IAS 19 – Employee Benefits, entitled
Defined Benefit Plans: Employee Contributions (Amendments to IAS 19). The amendment applies to contributions
from employees or third parties to defined benefit plans, in order to simplify the accounting for contributions
that are independent of the number of years of employee service (for example, employee contributions that are
calculated according to a fixed percentage of salary). The amendment is effective, retrospectively, from July 1,
2014, with earlier application permitted. The application of these amendments did not have any significant effect
on these Consolidated Financial Statements.
On December 12, 2013, the IASB issued the Annual Improvements to IFRSs 2010–2012 Cycle and the Annual
Improvements to IFRSs 2011– 2013 Cycle. The most important topics addressed in these amendments are, among
others, the definition of vesting conditions in IFRS 2 – Share Based Payment, the disclosure on judgment used
in the aggregation of operating segments in IFRS 8 – Operating Segments, the identification and disclosure of a
related party transaction that arises when a management entity provides key management personnel service to
a reporting entity in IAS 24 – Related Party Disclosures, the extension of the exclusion from the scope of IFRS
3 – Business Combinations to all types of joint arrangements (as defined in IFRS 11 – Joint Arrangements) and
clarifications about the application of certain exceptions in IFRS 13 – Fair Value Measurement. These amendments
are effective for annual periods beginning on or after July 1, 2014, with early application permitted. The application
of these improvements did not have any significant effect on these Consolidated Financial Statements.

Accounting standards, amendments and interpretations not yet applicable and not early
adopted by the Group
At the date of these Consolidated Financial Statements, the European Union has completed its endorsement
process for the following standards and amendments:
On May 6, 2014 the IASB issued amendments to IFRS 11 – Joint Arrangements: Accounting for Acquisitions of
Interests in Joint Operations, adding a new guidance on how to account for the acquisition of an interest in a
joint operation that constitutes a business. These amendments are effective, retrospectively, for annual periods
beginning on or after January 1, 2016, with earlier application permitted. No significant effect is expected from
the adoption of these amendments.
On May 12, 2014, the IASB issued an amendment to IAS 16 – Property, Plant and Equipment and to IAS 38 –
Intangible Assets. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of
an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally
reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also
clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of
the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain
limited circumstances. These amendments are effective for annual periods beginning on or after January 1, 2016,
with early application permitted. No significant effect is expected from the adoption of this amendment.
On August 12, 2014, the IASB published Equity Method in Separate Financial Statements (Amendments to IAS 27).
The amendments to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries,
joint ventures and associates in their separate financial statements. The amendments will be effective from
annual periods commencing on or after January 1, 2016. No significant effect is expected from the adoption of
these amendments.
124 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

On September 25, 2014, the IASB issued the Annual Improvements to IFRSs 2012–2014 Cycle. The most important
topics addressed in these amendments are changes in method of disposal in IFRS 5 – Non-current Assets Held
for Sale and Discontinued operations, the definition of servicing contracts and the applicability of the amendments
to IFRS 7 – Financial Instruments: Disclosures to condensed interim financial statements, the issue of the discount
rate to be used for regional markets in IAS 19 – Employee benefits and other disclosures to be incorporated by
cross-reference to information outside the interim financial statements according to IAS 34 – Interim Financial
Reporting. These amendments are effective for annual periods beginning on or after January 1, 2016. No
significant effect is expected from the adoption of these amendments.
On December 18, 2014, the IASB issued amendments to IAS 1 - Presentation of Financial Statements as part
of its major initiative to improve presentation and disclosure in financial reports. The amendments make clear
that materiality applies to the whole of financial statements and that the inclusion of immaterial information
can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should
use professional judgment in determining where and in what order information is presented in the financial
disclosures. The application of these amendments is mandatory for annual periods beginning on or after
January 1, 2016, with early application permitted. No significant effect is expected from the adoption of these
amendments.
At the date of these Consolidated Financial Statements, the European Union has not yet completed its endorsement
process for the following standards and amendments:
On May 28, 2014, the IASB issued the new standard IFRS 15 – Revenue from Contracts with Customers. The
standard requires a company to recognize revenue upon transfer of control of goods or services to a customer
at an amount that reflects the consideration it expects to receive. This new revenue recognition model defines
a five step process to achieve this objective. The updated guidance also requires additional disclosures about
the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The
new standard supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue and IFRICs 13, 15 and 18, as well
as SIC-31, and is effective on a retrospectively basis for annual periods beginning on or after January 1, 2018
(the effective date of the Standard has been deferred by the IASB from January 1, 2016, to January 1, 2018,
through a specific amendment issued in September 2015). The Group is currently evaluating the method of
implementation and impact of the adoption of this standard on its consolidated financial statements.
On July 24, 2014 the IASB completed and issued the new IFRS 9 – Financial Instruments. The improvement
package introduced by the new standard includes a logical model for classification and measurement of financial
instruments, a single expected loss impairment model for financial assets and a substantially reformed approach
for hedge accounting. Entities should apply this new standard retrospectively from January 1, 2018. Early
application is permitted. The Group is currently evaluating the method of implementation and impact of the
adoption of this standard on its consolidated financial statements.
On September 11, 2014, the IASB issued amendments to IFRS 10 - Consolidated Financial Statements and IAS
28 - Investments in Associates and Joint Ventures (2011). The amendments deal with the sale or contribution of
assets between an investor and its associate or joint venture, and provide that a full gain or loss is recognized
when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is
recognized when a transaction involves assets that do not constitute a business, even if these assets are housed
in a subsidiary. The effective date of the amendments has not yet been determined by the IASB. The Group
is currently evaluating the method of implementation and impact of the adoption of these amendments on its
consolidated financial statements.
On January 13, 2016, the IASB issued the accounting standard IFRS 16 – Leases, replacing IAS 17. IFRS 16
introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases
with a term of more than 12 months, unless the underlying asset is of low value. Lessees will be required
to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability
representing its obligation to make lease payments. Lessor accounting requirements of IAS 17 are carried
forward by IFRS 16; accordingly, a lessor will continue to classify its leases as operating leases or finance leases,
and to account for those two types of leases differently. IFRS 16 is effective January 1, 2019. Early application is
permitted for companies that also apply IFRS 15 – Revenue from Contracts with Customers. The Group is currently
evaluating the method of implementation and impact of the adoption of this standard on its consolidated
financial statements.
125

On January 19, 2016, the IASB issued narrow-scope amendments to IAS12 – Income Taxes. The amendments
clarify the requirements on recognition of deferred tax assets for unrealized losses on debt instruments
measured at fair value, to address diversity in practice. Entities are required to apply the amendments for annual
periods beginning on or after January 1, 2017. Earlier application is permitted. The Group is currently evaluating
the method of implementation and impact of the adoption of these amendments on its consolidated financial
statements.
On January 29, 2016, the IASB issued minor amendments to IAS 7 - Statement of Cash Flows introducing additional
disclosures that will enable users of financial statements to evaluate changes in liabilities arising from financing
activities. The amendments are effective from January 1, 2017, with earlier adoption permitted.

SCOPE OF CONSOLIDATION
The Consolidated Financial Statements of the Group as of December 31, 2015 include CNH Industrial N.V. and
179 consolidated subsidiaries in which CNH Industrial N.V., directly or indirectly, has a majority of the voting rights,
over which it exercises control, or from which it is able to derive benefit by virtue of its power to govern corporate
financial and operating policies. A total of 192 subsidiaries were consolidated at December 31, 2014.
Excluded from consolidation are 14 subsidiaries that are either dormant or generate a negligible volume of business:
their proportion of the Group’s assets, liabilities, financial position and earnings is immaterial. In particular, 11 of
such subsidiaries are accounted for using the cost method, and represent in aggregate less than 0.01 percent of
Group revenues, equity and total assets.
The Group has not subsidiaries with material non-controlling interests and has no unconsolidated structured
entities.
There have been no significant changes in the scope of consolidation during 2015.

BUSINESS COMBINATIONS
On November 26, 2014, CNH Industrial completed the acquisition of substantially all of the assets of Miller-St.
Nazianz, Inc. (“Miller”) for a total consideration of $106 million. The acquisition was funded using existing cash
balances. Miller is a leading manufacturer of precision spraying equipment. The results of the acquired business for
the period from the acquisition date are included in the accompanying Consolidated Financial Statements and are
reported in the Agricultural Equipment segment.
Of the $106 million purchase price, $12 million was attributable to accounts receivable, $18 million to inventory,
$16 million to property, plant and equipment, $8 million to goodwill, $62 million to other intangible assets and $10
million to liabilities assumed.
For the intangible assets acquired, the dealer network has a useful life of 20 years, trademarks have a useful life of 3
years, the order backlog has a useful life of 1 year, the patent portfolio has a useful life of 10 years, and developed
technology has a useful life of 10 years.
Goodwill generated from the business acquisition is primarily attributable to access to Miller technology and
expected synergies from geographic and network expansion, utilization of Powertrain engines in Miller sprayers
and cost savings as a result of increased purchasing power and operational synergies. Goodwill of $8 million was
deductible for tax purposes.
There were no significant business combinations in 2015.
126 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

COMPOSITION AND PRINCIPAL CHANGES

1. Net revenues
Net revenues may be analyzed as follows:

($ million) 2015 2014


Revenues from:
Sales of goods 24,367 30,556
Interest income from customers and other financial income of Financial Services 856 1,015
Rendering of services 571 799
Rents on assets sold with a buy-back commitment 270 274
Rents on operating lease 283 248
Other 31 65
Total Net revenues 26,378 32,957

2. Cost of sales
Cost of sales comprises the following:

($ million) 2015 2014


Interest cost and other financial charges from Financial Services 658 791
Other costs of sales 21,001 26,050
Total Cost of sales 21,659 26,841

3. Selling, general and administrative costs


Selling, general and administrative costs amounted to $2,188 million in 2015, a decrease of $565 million compared to 2014 primarily attributable
to cost containment actions across all segments and the impact of foreign exchange translation differences.

4. Research and development costs


In 2015, Research and development costs of $905 million ($878 million in 2014) comprise all the research and development costs not
recognized as assets in the year, amounting to $417 million ($446 million in 2014), and the amortization of capitalized development costs
of $488 million ($420 million in 2014), with an increase attributable to almost all the segments and mainly linked with the launches of new
products. In 2014, Research and development costs also comprised the impairment of capitalized development costs of $12 million. During
2015, the Group incurred new expenditure for capitalized development costs of $460 million ($676 million in 2014).

5. Other income/(expenses)
This item consists of miscellaneous operating costs which cannot be allocated to specific functional areas, such as indirect taxes and duties, and
accruals for various provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising
from trading operations which is not attributable to the sale of goods and services.

6. Gains/(losses) on the disposal of investments


Gains/(losses) on the disposal of investments amount to zero in both 2015 and 2014.

7. Restructuring costs
CNH Industrial incurred restructuring costs of $79 million and $192 million at December 31, 2015 and 2014, respectively. These costs were
as follows:
Restructuring expenses were $79 million in 2015. In 2015, Commercial Vehicles recorded $44 million mainly due to actions to reduce selling,
general and administrative expenses and business support costs as a result of the transition to CNH Industrial’s regional structure and costs related
to the completion of manufacturing product specialization programs. Construction Equipment and Agricultural Equipment recorded $17 million
and $15 million, respectively, mainly as a result of footprint rationalization actions included in the efficiency program of the Group launched in 2014.
In 2014, CNH Industrial incurred restructuring costs of $192 million. Commercial Vehicles recorded $103 million mainly due to actions put in
place to reduce selling, general and administrative costs and business support costs as a result of the transition to CNH Industrial’s regional
127

structure, and costs related to the completion of manufacturing product specialization programs. Construction Equipment recorded $43
million mainly due to the realignment of the dealer network in EMEA as a result of the re-positioning of the CASE and New Holland brand
offerings and the announced closure of an assembly plant in Calhoun, Georgia. Agricultural Equipment recorded $46 million primarily for the
planned closure of a 60% owned joint venture in China and cost reduction activities as a result of negative demand conditions.

8. Other unusual income/(expenses)


In 2015, Other unusual expenses were $48 million. Other unusual expenses were $40 million in 2014, mainly due to the closure of an indirect
taxes claim, to costs for the rationalization of strategic suppliers and other minor items.

9. Financial income/(expenses)
In addition to the items forming part of the specific lines of the income statement, the following analysis of Net financial income/(expenses) in
2015 also takes into account the Interest income from customers and other financial income of Financial Services included in Net revenues for
$856 million ($1,015 million in 2014) and the costs incurred by Financial Services included in Interest expense and other financial charges from
Financial Services included in Cost of sales for $658 million ($791 million in 2014).
A reconciliation to the income statement is provided under the following table.

($ million) 2015 2014


Financial income:
Interest earned and other financial income 89 67
Interest income from customers and other financial income of Financial Services 856 1,015
Total financial income 945 1,082
of which:
Financial income, excluding Financial Services (a) 89 67

Interest and other financial expenses:


Interest cost and other financial expenses 1,076 1,269
Write-downs of financial assets 116 151
Interest costs on employee benefits 69 82
Total interest and other financial expenses 1,261 1,502
Net (income)/expenses from derivative financial instruments and exchange differences 291 132
Total interest and other financial expenses, net (income)/expenses from derivative financial instruments
and exchange differences 1,552 1,634
of which:
Interest and other financial expenses, effects resulting from derivative financial instruments and exchange
differences, excluding Financial Services (b) 894 843

Net financial income/(expenses) excluding Financial Services (a) - (b) (805) (776)

Interest earned and other financial income may be analyzed as follows:

($ million) 2015 2014


Interest income from banks 36 18
Other interest income and financial income 53 49
Total Interest income and other financial income 89 67

Interest cost and other financial expenses may be analyzed as follows:

($ million) 2015 2014


Interest expenses on bonds 423 458
Bank interest expenses 245 326
Interest expenses on trade payables 1 1
Commission expenses 7 16
Other interest cost and other financial expenses 400 468
Total Interest cost and other financial expenses 1,076 1,269

Net financial expenses (excluding those of Financial Services) included a pre-tax charge of $150 million in 2015 (pre- tax charge of $71 million
in 2014) related to the re-measurement of the net monetary assets of the Venezuelan subsidiary denominated in bolivars, as well as a charge
of $40 million due to the devaluation of net monetary assets of Argentinian subsidiary.
Other interest cost and other financial expenses include, amongst other things, interest cost on asset-backed financing.
128 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

10. Result from investments


In 2015 the net gain of $48 million (a net gain amounting to $91 million in 2014) includes the Group’s share of $50 million ($90 million in 2014)
in the net profit or loss of the investees accounted for using the equity method, and a net expense of $2 million (net gain of $1 million in 2014)
consisting of impairment losses and reversals of impairment losses, accruals to the investment provision and dividend income. In detail the item
mainly includes: entities of Agricultural Equipment $53 million ($75 million in 2014), entities of Construction Equipment zero (zero in 2014),
entities of Commercial Vehicles $-26 million ($-2 million in 2014) and entities of Financial Services $21 million ($18 million in 2014). In particular,
in 2015 dividend income includes: Turk Traktor Ve Ziraat Makineleri A.S. $43 million ($52 million in 2014), Naveco Ltd zero ($25 million in
2014) and CNH Industrial Capital Europe S.a.S. $4 million (zero million in 2014).

11. Income taxes


Income taxes recognized in the consolidated income statement consist of the following:

($ million) 2015 2014


Current taxes 234 568
Deferred taxes 191 68
Taxes relating to prior periods - (70)
Total Income taxes 425 566

Income taxes totaled $425 million in 2015 ($566 million in 2014), representing an effective tax rate of 64.5% (38.2% for 2014). The effective
tax rate was impacted by the pre-tax charge of $150 million related to the re-measurement of the net monetary assets of the Venezuelan
operations for which no corresponding tax benefits have been booked. Additionally, the effective tax rate has been negatively impacted by the
inability to record deferred tax assets on losses in certain jurisdictions.
CNH Industrial N.V. is incorporated in the Netherlands, but the Company is a tax resident of the United Kingdom for the application of the
Netherlands-U.K. tax treaty and is subject to the United Kingdom corporate income tax system. The reconciliation of the differences between
the theoretical income taxes at the parent statutory rate and the total income taxes is presented on the basis of the weighted average of the
United Kingdom statutory main corporation tax rates in force over each of the Company’s calendar year reporting periods of 20.3% in 2015
and 21.5% in 2014. A reconciliation of CNH Industrial’s theoretical income taxes, calculated on the basis of the statutory rate, and effective
income taxes for the years ended December 31, 2015, and 2014 is as follows:

($ million) 2015 2014


Theoretical Income taxes at the parent statutory rate 134 319
Foreign income taxed at different rates 63 171
Tax effect of permanent difference due to Venezuelan net monetary assets re-measurement 51 26
Deferred tax assets not recognized and write-down 86 34
Change in tax rate 45 (8)
Italian IRAP taxes 9 39
Taxes relating to prior years - (70)
Use of tax losses for which no deferred tax assets were recognized (12) (1)
Other 49 56
Total Income taxes 425 566

In 2015, Change in tax rate primarily reflects the impact on deferred tax assets previously recognized, deriving from the enacted reduction of
the applicable tax rate in certain jurisdictions (mainly Italy and Spain).
CNH Industrial recognizes in its consolidated statement of financial position within Deferred tax asset, the amount of Deferred tax assets less
the Deferred tax liabilities of the individual consolidated companies, where these may be offset. Amounts recognized are as follows:

($ million) At December 31, 2015 At December 31, 2014


Deferred tax assets 1,256 1,655
Deferred tax liabilities (409) (399)
Net deferred tax assets 847 1,256
129

The decrease of $409 million in net deferred tax assets is mainly due to the following:
for $66 million to the negative tax effect of items recognized directly in equity;
for $191 million to the negative effect recognized in profit or loss of the utilization, net of valuation allowances, of deferred tax assets/
liabilities recognized on temporary differences and tax losses arising during the year; and
for $152 million to the negative effect of foreign exchange differences.
The components of net deferred tax assets at December 31, 2015 and 2014 are as follows:

Translation
At Recognized differences At
December in income Charged to and other December
($ million) 31, 2014 statement equity changes 31, 2015
Deferred tax assets arising from:
Taxed provisions 1,057 (130) - (87) 840
Inventories 245 4 - (15) 234
Taxed allowances for doubtful accounts 200 17 - (36) 181
Provision for employee benefits 573 25 - (20) 578
Intangible assets 162 (42) - (20) 100
Write-downs of financial assets 70 (53) - (1) 16
Measurement of derivative financial instruments 49 (49) - 5 5
Other 366 (95) - (14) 257
Total 2,722 (323) - (188) 2,211

Deferred tax liabilities arising from:


Accelerated depreciation (561) (49) - 7 (603)
Deferred tax on gains on disposal - - - - -
Inventories (135) 6 - 6 (123)
Provision from employee benefits (12) - - 1 (11)
Capitalization of development costs (500) 16 - 16 (468)
Other (334) 144 (66) 6 (250)
Total (1,542) 117 (66) 36 (1,455)

Theoretical tax benefit arising from tax loss carryforwards 820 62 - (208) 674
Adjustments for assets whose recoverability is not probable (744) (47) - 208 (583)
Total net deferred tax assets 1,256 (191) (66) (152) 847

The decision to recognize deferred tax assets is made for each company in the Group by critically assessing whether the conditions exist for
the future recoverability of such assets on the basis of updated strategic plans, accompanied by the related tax plans. For this reason, the total
theoretical future tax benefits arising from deductible temporary differences of $2,211 million at December 31, 2015 and of $2,722 million at
December 31, 2014 and tax loss carryforwards of $674 million at December 31, 2015 and of $820 million at December 31, 2014 have been
reduced by $583 million at December 31, 2015 and by $744 million at December 31, 2014.
In particular, net deferred tax assets include $244 million at December 31, 2015 ($343 million at December 31, 2014) of tax benefits arising
from tax loss carryforwards. At December 31, 2015, a further tax benefit of $430 million ($477 million at December 31, 2014) arising from
tax loss carryforwards has not been recognized.
130 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

The totals of deductible and taxable temporary differences and accumulated tax losses at December 31, 2015, together with the amounts for
which deferred tax assets have not been recognized, analyzed by year of expiry, are as follows:

Year of expiry
Total at
December 31, Beyond Unlimited/
($ million) 2015 2016 2017 2018 2019 2019 indeterminable
Temporary differences and tax losses:
Deductible temporary differences 6,887 2,840 1,012 1,012 1,012 1,011 -
Taxable temporary differences (4,128) (472) (914) (914) (914) (914) -
Tax losses 3,834 50 40 140 160 786 2,658
Temporary differences and tax losses for which deferred
tax assets have not been recognized (3,190) (279) (180) (274) (279) (400) (1,778)
Temporary differences and tax losses 3,403 2,139 (42) (36) (21) 483 880

Deferred taxes have not been provided on the undistributed earnings of subsidiaries since the Group is able to control the timing of the
distribution of these reserves and it is probable that they will not be distributed in the foreseeable future.
At December 31, 2015, undistributed earnings in certain subsidiaries totaled $6.8 billion for which no deferred tax liability has been recorded
because the remittance of earnings from certain jurisdictions would incur no tax or such earnings are permanently reinvested. CNH Industrial
has determined that the amount of unrecognized deferred tax liability relating to the $6.8 billion undistributed earnings is approximately $78
million, attributable to foreign withholding taxes in certain jurisdictions. The repatriation of undistributed earnings to the United Kingdom is
generally exempt from United Kingdom income taxes under a full participation exemption.

12. Other information by nature


The income statement includes personnel costs for $3,771 million in 2015 ($4,552 million in 2014).
An analysis of the average number of employees by category is as follows:

2015 2014
Managers 932 890
White-collar 23,953 24,839
Blue-collar 41,481 44,770
Average number of employees 66,366 70,499

13. Earnings per share


The basic earnings per common share for 2015 and 2014 is computed by dividing the Profit/(loss) attributable to the owners of the parent by
the weighted average number of common shares outstanding during the year.
The diluted earnings per common share for 2015 and 2014 has been determined by increasing the weighted average number of common
shares outstanding to take into consideration the dilutive share equivalents outstanding during each period, deriving from the CNH Industrial
share-based payments awards.
The special voting shares have minimal economic entitlements as the purpose of the special voting shares is to grant long-term shareholders with
an extra voting right by means of granting an additional special voting share, without granting such shareholders with any additional economic
rights. However, as a matter of Dutch law, such special voting shares cannot be fully excluded from economic entitlements. Therefore, the
Articles of Association provide that only a minimal dividend accrues to the special voting shares, which is not distributed, but allocated to a
separate special dividend reserve. The impact of this special voting dividend reserve on the earnings per share of the common shares is not
material. For more detailed information on the composition of share capital, refer to Note 24 “Equity”.
131

The following table sets forth the computation of basic EPS and diluted EPS for the years ended December 31, 2015 and 2014:

2015 2014
Basic earnings per common share:
Profit/(loss) attributable to the owners of the parent $ million 236 917
Weighted average common shares outstanding – basic million 1,361 1,354
Basic earnings per common share $ 0.17 0.68

Diluted earnings per common share:


Profit/(loss) attributable to the owners of the parent $ million 236 917
Weighted average common shares outstanding– diluted (a) million 1,363 1,360
Diluted earnings per common share $ 0.17 0.68

(a) Approximately zero and 2.9 million shares of Restricted Shares and zero and 1.5 million of shares of Stock option plans at December 31, 2015 and 2014, respectively, were outstanding but
not included in the calculation of diluted earnings per share as the impact of these shares would have been anti-dilutive.

14. Intangible assets

Trademarks Advances
and other Other and intangible
intangible Development intangible assets in
assets with costs Development Patents, assets progress
indefinite externally costs internally concessions externally externally
($ million) Goodwill useful lives acquired generated and licenses acquired acquired Total
Gross carrying amount Balance
at December 31, 2013 3,163 293 1,183 4,271 992 736 29 10,667
Additions - 2 115 561 43 69 14 804
Divestitures - - - (49) - (1) - (50)
Translation differences and
other changes (22) - (232) (310) (65) 22 (25) (632)
Balance at December 31, 2014 3,141 295 1,066 4,473 970 826 18 10,789
Additions - - 95 365 9 70 13 552
Divestitures - - - (8) (2) (25) - (35)
Translation differences and
other changes (48) (2) (11) (479) (102) (16) (8) (666)
Balance at December 31, 2015 3,093 293 1,150 4,351 875 855 23 10,640
Accumulated amortization and
impairment losses
Balance at December 31, 2013 649 60 648 1,944 806 514 - 4,621
Amortization - - 70 350 48 60 - 528
Impairment losses - - 12 13 - - - 25
Divestitures - - - (35) - - - (35)
Translation differences and
other changes (2) - (93) (189) (71) (26) - (381)
Balance at December 31, 2014 647 60 637 2,083 783 548 - 4,758
Amortization - - 88 400 41 59 - 588
Impairment losses - - - - - - - -
Divestitures - - - (3) (1) (23) - (27)
Translation differences and
other changes (12) - 96 (337) (60) (46) - (359)
Balance at December 31, 2015 635 60 821 2,143 763 538 - 4,960
Carrying amount at
December 31, 2014 2,494 235 429 2,390 187 278 18 6,031
Carrying amount at
December 31, 2015 2,458 233 329 2,208 112 317 23 5,680

Foreign exchange losses of $316 million in 2015 (losses of $327 million in 2014) primarily reflect the devaluation of the euro and Brazilian real
against the U.S. dollar.
132 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Goodwill, trademarks and intangible assets with indefinite useful lives


Goodwill is allocated to the Group’s cash-generating units identified as the Group’s operating segments. The following table presents the
allocation of goodwill across the segments:

($ million) At December 31, 2015 At December 31, 2014


Agricultural Equipment 1,688 1,704
Construction Equipment 580 588
Commercial Vehicles 57 61
Powertrain 5 5
Financial Services 128 136
Goodwill net carrying amount 2,458 2,494

Trademarks and Other intangible assets with indefinite useful lives are mainly attributable to Agricultural Equipment and Construction
Equipment and consist of acquired trademarks and similar rights which have no legal, contractual, competitive or economic factors that limit
their useful lives. For the purposes of impairment testing, these assets were attributed to the respective cash-generating units. No impairment
loss was recognized.
The vast majority of goodwill, representing approximately 98% of the total, as of December 31, 2015 related to Agricultural Equipment
(69%) to Construction Equipment (24%) and to Financial Services (5%), where the cash-generating units considered for the testing of the
recoverability of the goodwill are the segments.
CNH Industrial determines the recoverable amount of these cash-generating units using multiple valuation methodologies, relying largely on
an income approach but also incorporating value indicators from a market approach.
Under the income approach, CNH Industrial calculates the recoverable amount of a cash-generating unit based on the present value of
estimated future cash flows. The income approach is dependent on several critical management assumptions, including estimates of future sales,
gross margins, operating costs, income tax rates, terminal value growth rates, capital expenditures, changes in working capital requirements
and the weighted average cost of capital (discount rate). Discount rate assumptions include an assessment of the risk inherent in the future
cash flows of the respective cash-generating units. The following discount rates before taxes as of December 31, 2015 and 2014 were selected:

2015 2014
Agricultural Equipment 17.8% 17.4%
Construction Equipment 13.4% 14.3%
Financial Services 21.3% 22.6%

Expected cash flows used under the income approach are developed in conjunction with the CNH Industrial budgeting and forecasting
processes. CNH Industrial uses nine years of expected cash flows for the Agricultural Equipment and Construction Equipment cash-generating
units and four years of expected cash flows for the Financial Services cash-generating unit as management believes that these periods generally
reflect the underlying market cycles for its businesses. Under the market approach, CNH Industrial estimates the recoverable amount of the
Agricultural Equipment and Construction Equipment cash-generating units using revenue and EBITDA multiples and estimates the recoverable
amount of the Financial Services cash-generating unit using book value, tangible book value and interest margin multiples. The multiples are
derived from comparable publicly-traded companies with similar operating and investment characteristics as the respective cash-generating
units. The guideline company method makes use of market price data of corporations whose stock is actively traded in a public, free and open
market, either on an exchange or over-the counter basis. Although it is clear no two companies are entirely alike, the corporations selected
as guideline companies must be engaged in the same, or a similar, line of business or be subject to similar financial and business risks, including
the opportunity for growth.
A terminal value is included at the end of the projection period used in the discounted cash flow analyses in order to reflect the remaining
value that each cash-generating unit is expected to generate. The terminal value represents the present value in the last year of the projection
period of all subsequent cash flows into perpetuity. The terminal value growth rate is a key assumption used in determining the terminal value
as it represents the annual growth of all subsequent cash flows into perpetuity. The terminal value growth rate for the Agricultural Equipment
cash-generating unit was 1% in 2015 and 2014, respectively, and for Construction Equipment was 3% in 2015 and 2014, respectively. The
terminal value growth rate for Financial Services was 1.5% in 2015 and 2014, respectively.
As of December 31, 2015, the estimated recoverable amounts, calculated using the above method, of the Financial Services, Agricultural
Equipment and Construction Equipment cash-generating units exceeded the carrying values by 28%, 6% and 4%, respectively. Holding all other
assumptions constant, an increase of 1.6 p.p. and of approximately one p.p. in the discount rate for Agricultural Equipment and Construction
Equipment, respectively, could result in an impairment loss in future reporting periods.
The results obtained for the Commercial Vehicles and related sensitivity analyses confirmed the absence of an impairment loss.
133

Finally, the estimates and budget data to which the above mentioned parameters have been applied are those determined by management
based on past performance and expectations of developments in the markets in which the Group operates. Estimating the recoverable
amount of cash generating units requires discretion and the use of estimates by management. The Group cannot guarantee that there will be
no goodwill impairment in future periods. Circumstances and events, which could potentially cause further impairment losses, are constantly
monitored by the Group.

Development costs
The amortization of development costs and impairment losses are reported in the income statement as Research and development costs.
Development costs are tested for impairment at the cash-generating unit level.

15. Property, plant and equipment


In 2015 and in 2014, changes in the gross carrying amount of Property, plant and equipment were as follows:

Assets sold Advances and


Industrial Plant, machinery with a buy-back Other tangible tangible assets
($ million) Land buildings and equipment commitment assets in progress Total
Gross carrying amount Balance at
December 31, 2013 331 3,147 8,481 2,611 960 516 16,046
Additions - 137 632 793 40 85 1,687
Divestitures (2) (45) (109) (143) (13) (11) (323)
Translation differences (28) (283) (881) (330) (86) (22) (1,630)
Other changes (1) 50 234 (389) (33) (355) (494)
Balance at December 31, 2014 300 3,006 8,357 2,542 868 213 15,286
Additions 2 56 288 870 30 188 1,434
Divestitures (3) (14) (119) (79) (15) (20) (250)
Translation differences (25) (281) (853) (262) (80) (15) (1,516)
Other changes 2 13 184 (470) (4) (175) (450)
Balance at December 31, 2015 276 2,780 7,857 2,601 799 191 14,504
Accumulated depreciation and impairment losses
Balance at December 31, 2013 4 1,635 6,082 611 747 - 9,079
Depreciation - 110 461 250 52 - 873
Impairment losses - - - 22 - - 22
Divestitures - (38) (103) (62) (16) - (219)
Translation differences - (159) (649) (80) (73) - (961)
Other changes 1 (40) (10) (152) (40) - (241)
Balance at December 31, 2014 5 1,508 5,781 589 670 - 8,553
Depreciation - 103 441 231 47 - 822
Impairment losses - - - 18 - - 18
Divestitures (1) (17) (126) (44) (14) - (202)
Translation differences (1) (138) (590) (61) (64) - (854)
Other changes - 5 2 (205) (6) - (204)
Balance at December 31, 2015 3 1,461 5,508 528 633 - 8,133
Carrying amount at December 31, 2014 295 1,498 2,576 1,953 198 213 6,733
Carrying amount at December 31, 2015 273 1,319 2,349 2,073 166 191 6,371

Commercial Vehicles recognized an impairment loss of $18 million and $22 million on Assets sold with a buy-back commitment for the years
ended December 31, 2015 and 2014, respectively. The losses are recognized in the Cost of sales.
The column Other changes mainly includes the reclassification of the prior year balances for Advances and tangible assets in progress to the
appropriate categories when the assets were effectively acquired and put into operation, as well as the reclassification to Inventory of Assets
sold with a buy-back commitment that are held for sale at the agreement expiry date of $265 million.
The net carrying amount of assets leased under finance lease agreements included in Property, plant and equipment were as follows:

($ million) At December 31, 2015 At December 31, 2014


Industrial buildings 39 49
Plant, machinery and equipment 50 58
Other - 1
Total Property plant and equipment under finance leases 89 108
134 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

At December 31, 2015, land and industrial buildings of the Group pledged as security for debt amounted to $81 million ($93 million at
December 31, 2014); plant, machinery and equipment pledged as security for debt and other commitments amounted to $88 million ($98
million at December 31, 2014) and other assets pledged as security for debt and other commitments amounted to zero ($1 million at
December 31, 2014); these relate to suppliers’ assets recognized in the Consolidated Financial Statements in accordance with IFRIC 4, with the
simultaneous recognition of a financial lease payable.
CNH Industrial had contractual commitments of $124 million and $397 million for the acquisition of property, plant and equipment at
December 31, 2015 and 2014, respectively.

16. Investments and other financial assets

($ million) At December 31, 2015 At December 31, 2014


Investments accounted for using the equity method 560 633
Investments at cost 8 12
Total Investments 568 645
Other securities 1 1
Non-current financial receivables 32 44
Total Investments and other financial assets 601 690

At December 31, 2015 and 2014, no Non-current financial receivables had been pledged as security.

Investments
Changes in Investments in 2015 and in 2014 are set out below:

At Revaluations/ Acquisitions Disposals At


December (Write- and Translation and other December
($ million) 31, 2014 downs) capitalizations differences changes 31, 2015
Investments in:
Unconsolidated subsidiaries 12 (2) 2 (1) (1) 10
Joint ventures 489 24 3 (37) (57) 422
Associates 144 26 - (12) (22) 136
Total Investments 645 48 5 (50) (80) 568

At Revaluations/ Acquisitions Disposals At


December (Write- and Translation and other December
($ million) 31, 2013 downs) capitalizations differences changes 31, 2014
Investments in:
Unconsolidated subsidiaries 8 - 2 (1) 3 12
Joint ventures 526 76 5 (32) (86) 489
Associates 147 14 - (12) (5) 144
Total Investments 681 90 7 (45) (88) 645

Revaluations and Write-downs include the Group’s share of the profit or loss for the year of investments accounted for using the equity
method for an amount of $48 million in 2015 ($90 million in 2014).
Disposals and other changes, a decrease of $80 million in 2015, mainly consist of dividends by companies accounted for using the equity
method. The item Investments in joint ventures comprises the following:
135

Investments in joint ventures


A summary of investments in joint ventures at December 31, 2015 and 2014 is as follows:

At December 31, 2015 At December 31, 2014


% of interest ($ million) % of interest ($ million)
Naveco (Nanjing Iveco Motor Co.) Ltd. 50.0 215 50.0 215
Turk Traktor Ve Ziraat Makineleri A.S. 37.5 80 37.5 107
Other Joint ventures:
New Holland HFT Japan Inc. 50.0 58 50.0 69
CNH de Mexico SA de CV 50.0 31 50.0 30
SAIC Iveco Investment Company Limited 50.0 23 50.0 63
Other 15 5
Total Other Joint ventures 127 167
Total Investments in joint ventures 422 489

Interests in joint ventures consist of 17 companies at December 31, 2015 (17 companies at December 31, 2014) and mainly include:
Turk Traktor Ve Ziraat Makineleri A.S., Turkey: listed entity (37.5% CNH Industrial and 37.5% Koç Holding) for the production of tractors
under the Case IH Agriculture and New Holland Agriculture brands, and import and distribution of agricultural equipment in Turkey;
Naveco (Nanjing IVECO Motor Co.) Ltd, People’s Rep. of China: joint venture (50% Iveco S.p.A. and 50% Nanjing Automotive Corporation,
a subsidiary of the SAIC Group) which designs, produces and sells Daily model and light trucks.
Interests in joint ventures are all accounted for using the equity method.
Summarized financial information relating to the material joint ventures of the Group, prepared in accordance with EU-IFRS, is as follows:

At December 31, 2015 At December 31, 2014


Turk Traktor Ve Turk Traktor Ve
($ million) Naveco Ltd. Ziraat Makineleri A.S. Naveco Ltd. Ziraat Makineleri A.S.
Cash and cash equivalents 309 73 434 142
Non-current assets 256 146 211 245
Current assets 697 480 665 448
Total Assets 1,262 699 1,310 835
Debt 313 243 256 298
Other liabilities 519 243 624 246
Total Liabilities 832 486 880 544
Total Equity 430 213 430 291

2015 2014
Turk Traktor Ve Turk Traktor Ve
($ million) Naveco Ltd. Ziraat Makineleri A.S. Naveco Ltd. Ziraat Makineleri A.S.
Net revenues 1,087 1,155 1,307 1,228
Depreciation and amortization 38 17 53 16
Trading profit/(loss) 7 134 8 140
Operating profit/(loss) 8 134 10 140
Net Financial income/(expenses) 11 (15) 11 (8)
Profit/(loss) before taxes 19 111 21 137
Income taxes 2 19 3 17
Profit/(loss) from continuing operations 17 92 18 120
Profit/(loss) from discontinued operations - - - -
Profit/(loss) 17 92 18 120

Total Other comprehensive income, net of tax - - - -


Total Comprehensive income 17 92 18 120
136 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

This summarized financial information may be reconciled to the carrying amount of the % interest held in the joint ventures as follows:

At December 31, 2015 At December 31, 2014


Turk Traktor Ve Turk Traktor Ve
($ million) Naveco Ltd. Ziraat Makineleri A.S. Naveco Ltd. Ziraat Makineleri A.S.
Total Equity 430 213 430 291
Group’s interest (%) 50.0 37.5 50.0 37.5
Pro-quota equity 215 80 215 109
Adjustments made by using the equity method - - - (2)
Carrying amount 215 80 215 107

Summarized financial information relating to the % interest held in the other joint ventures that are not individually material, is as follows:

($ million) 2015 2014


Profit/(loss) from continuing operations (21) 21
Profit/(loss) from discontinued operations - -
Profit/(loss) (21) 21

Total Other comprehensive income, net of tax - -


Total Comprehensive income (21) 21

At December 31, 2015, the fair value of Investments in main listed joint ventures, based on prices quoted on regulated markets, is as follows:

($ million) Carrying value Fair value


Turk Traktor Ve Ziraat Makineleri A.S. 80 477

Investments in associates
A summary of investments in associates at December 31, 2015 and 2014 is as follows:

At December 31, 2015 At December 31, 2014


% of interest ($ million) % of interest ($ million)
CNH Industrial Capital Europe S.a.S. 49.9 113 49.9 110
Other associates:
Al-Ghazi Tractors Ltd. 43.2 23 43.2 34
Other - -
Total Other associates 23 34
Total Investments in associates 136 144

At December 31, 2015, 4 associates are accounted for using the equity method (5 associates at December 31, 2014), and mainly include CNH
Industrial Capital Europe S.a.S. (49.9% CNH Industrial N. V. and 50.1% BNP Paribas Group), managing end-customer financing in Europe.
At December 31, 2015, 4 associates (4 associates at December 31, 2014), that are not individually material, are accounted for using the cost
method.
Summarized financial information relating to CNH Industrial Capital Europe S.a.S., material associate of the Group, is as follows:

($ million) At December 31, 2015 At December 31, 2014


Non-current assets - -
Current assets 2,922 2,836
Total Assets 2,922 2,836
Debt 2,611 2,465
Other liabilities 89 155
Total Liabilities 2,700 2,620
Total Equity 222 216
137

($ million) 2015 2014


Net revenues 84 79
Trading profit/(loss) 50 50
Operating profit/(loss) 50 50
Profit/(loss) before taxes 50 50
Profit/(loss) from continuing operations 38 33
Profit/(loss) from discontinued operations - -
Profit/(loss) 38 33

Total Other comprehensive income, net of tax - -


Total Comprehensive income 38 33

This summarized financial information may be reconciled to the carrying amount of the % interest held in the associate as follows:

($ million) At December 31, 2015 At December 31, 2014


Total Equity 222 216
Group’s interest (%) 49.9 49.9
Pro-quota equity 111 108
Adjustments made by using the equity method 2 2
Carrying amount 113 110

Summarized financial information relating to the Group’s pro-rata interest in associates that are not individually material, accounted for using
the equity method, is as follows:

($ million) 2015 2014


Profit/(loss) from continuing operations 7 (2)
Profit/(loss) from discontinued operations - -
Profit/(loss) 7 (2)

Total Other comprehensive income, net of tax - -


Total Comprehensive income 7 (2)

17. Leased assets


This item changed as follows in 2015 and 2014:

At At
December Translation Disposals and December
($ million) 31, 2014 Additions Depreciation differences other changes 31, 2015
Gross carrying amount 1,814 980 - (69) (598) 2,127
Less: Depreciation and impairment (296) - (215) 18 201 (292)
Net carrying amount of Leased assets 1,518 980 (215) (51) (397) 1,835

At December Translation Disposals and At December


($ million) 31, 2013 Additions Depreciation differences other changes 31, 2014
Gross carrying amount 1,343 1,021 - (46) (504) 1,814
Less: Depreciation and impairment (284) - (159) 17 130 (296)
Net carrying amount of Leased assets 1,059 1,021 (159) (29) (374) 1,518

At December 31, 2015 minimum lease payments receivable for assets under non-cancelable operating leases amount to $389 million
($357 million at December 31, 2014) and fall due as follows:

($ million) At December 31, 2015 At December 31, 2014


Within one year 187 162
Between one and five years 201 192
Beyond five years 1 3
Total Minimum lease payments 389 357

No leased assets have been pledged as security at December 31, 2015 and 2014.
138 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

18. Inventories

($ million) At December 31, 2015 At December 31, 2014


Raw materials, supplies and finished goods 5,800 7,107
Gross amount due from customers for contract works - 33
Total Inventories 5,800 7,140

At December 31, 2015, Inventories include assets which are no longer subject to operating lease arrangements or buy-back commitments and
are held for sale for $283 million ($283 million at December 31, 2014). Excluding this item, Inventories decreased by $1,340 million in 2015.
At December 31, 2015, the amount of Inventories measured at net realizable value (estimated selling price less the estimated costs of
completion and the estimated costs necessary to make the sale) is $1,486 million ($1,803 million at December 31, 2014).
The amount of inventory write-downs recognized as an expense during 2015 is $104 million ($124 million in 2014). Amounts recognized as
income from the reversal of write-downs on items sold during the year were not significant.
There were no inventories pledged as security at December 31, 2015 and 2014.

19. Current receivables and Other current assets


The composition of Current receivables and Other current assets is as follows:

($ million) At December 31, 2015 At December 31, 2014


Trade receivables 580 1,054
Receivables from financing activities 19,001 21,472
Current tax receivables 371 324
Other current assets:
Other current receivables 884 1,264
Accrued income and prepaid expenses 133 170
Total Other current assets 1,017 1,434
Total Current receivables and Other current assets 20,969 24,284

An analysis by due date is as follows:

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and five Due beyond Due within one and five Due beyond
($ million) one year years five years Total one year years five years Total
Trade receivables 578 2 - 580 1,043 10 1 1,054
Receivables from financing activities 11,475 7,262 264 19,001 12,659 8,500 313 21,472
Current tax receivables 331 11 29 371 291 33 - 324
Other current receivables 798 34 52 884 1,077 146 41 1,264
Total Current receivables 13,182 7,309 345 20,836 15,070 8,689 355 24,114

Trade receivables
As of December 31, 2015 and 2014, CNH Industrial had trade receivables of $580 million and $1,054 million, respectively. Trade receivables
are shown net of allowances for doubtful accounts of $174 million and $207 million at December 31, 2015 and 2014 respectively, determined
on the basis of historical losses on receivables. Changes in the allowance for doubtful accounts during 2015 were as follows:

($ million) At December 31, 2014 Provision Use and other changes At December 31, 2015
Allowances for doubtful accounts 207 33 (66) 174

Trade accounts have significant concentrations of credit risk in the Agricultural Equipment, Construction Equipment and Commercial Vehicles
segments. On a geographic basis, there is not a disproportionate concentration of credit risk in any area.
The Industrial Activities businesses sell a significant portion of their trade receivables to Financial Services and provide compensation to
Financial Services at approximate market interest rates.
139

Receivables from financing activities


A summary of Receivables from financing activities as of December 31, 2015 and 2014 is as follows:

($ million) At December 31, 2015 At December 31, 2014


Retail
Retail financing 9,787 11,023
Finance leases 557 955
Total Retail 10,344 11,978

Wholesale
Dealer financing 8,611 9,400
Total Wholesale 8,611 9,400

Other 46 94
Total Receivables from financing activities 19,001 21,472

CNH Industrial provides and administers financing for retail purchases of new and used equipment sold through its dealer network. The terms
of retail and other notes and finance leases generally range from two to six years, and interest rates on retail and other notes and finance leases
vary depending on prevailing market interest rates and certain incentive programs offered by Industrial Activities.
Wholesale receivables arise primarily from the sale of goods to dealers and distributors and, to a lesser extent, the financing of dealer
operations. Under the standard terms of the wholesale receivable agreements, these receivables typically have “interest-free” periods of up
to twelve months and stated original maturities of up to twenty-four months, with repayment accelerated upon the sale of the underlying
equipment by the dealer. During the “interest free” period, Financial Services is compensated by Industrial Activities for the difference between
market interest rates and the amount paid by the dealer. After the expiration of any “interest-free” period, interest is charged to dealers on
outstanding balances until CNH Industrial receives payment in full. The “interest-free” periods are determined based on the type of equipment
sold and the time of year of the sale. Interest rates are set based on market factors and based on Euribor or the equivalent financial market
rate (e.g. FHBR, Finance House Base Rate for UK). CNH Industrial evaluates and assesses dealers on an ongoing basis as to their credit
worthiness. CNH Industrial may be obligated to repurchase the dealer’s equipment upon cancellation or termination of the dealer’s contract
for such causes as change in ownership, closeout of the business, or default. There were no significant losses in 2015 and 2014 relating to the
termination of dealer contracts.
Receivables from financing activities generally have significant concentrations of credit risk in the agriculture, construction and truck industries.
On a geographic basis, there is not a disproportionate concentration of credit risk in any area. CNH Industrial typically retains as collateral a
security interest in the equipment associated with retail notes, wholesale notes and finance leases.
Past due balances of Receivables from financing activities still accruing finance income represent the total balance held (principal plus accrued
interest) with any payment amounts 30 days or more past the contractual payment due date. Non-performing Receivables from financing
activities represent loans for which CNH Industrial has ceased accruing finance income. These receivables are generally 120 days delinquent.
Finance income for non-performing receivables is recognized on a cash basis. Accrual of finance income is resumed when the receivable
becomes contractually current and collections are reasonably assured.
The aging of Receivables from financing activities as of December 31, 2015 and 2014 is as follows:

At December 31, 2015


Greater
30-59 Days 60-89 Days Than Total Total Non
($ million) Past Due Past Due 90 Days Past Due Current Performing Performing Total

Retail
NAFTA 17 - - 17 7,869 7,886 36 7,922
EMEA - - - - 572 572 1 573
LATAM 6 - - 6 1,286 1,292 44 1,336
APAC 1 3 - 4 509 513 - 513
Total Retail 24 3 - 27 10,236 10,263 81 10,344

Wholesale
NAFTA - - - - 3,656 3,656 79 3,735
EMEA 33 2 - 35 3,613 3,648 26 3,674
LATAM 3 - - 3 595 598 4 602
APAC 6 4 26 36 518 554 46 600
Total Wholesale 42 6 26 74 8,382 8,456 155 8,611
140 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

At December 31, 2014


Greater
30-59 Days 60-89 Days Than Total Total Non
($ million) Past Due Past Due 90 Days Past Due Current Performing Performing Total

Retail
NAFTA 31 2 - 33 8,596 8,629 10 8,639
EMEA 14 8 - 22 881 903 58 961
LATAM 3 - - 3 1,762 1,765 37 1,802
APAC 2 - 2 4 572 576 - 576
Total Retail 50 10 2 62 11,811 11,873 105 11,978

Wholesale
NAFTA 1 - - 1 4,079 4,080 52 4,132
EMEA 72 4 - 76 3,874 3,950 6 3,956
LATAM 1 - - 1 861 862 - 862
APAC 16 3 30 49 372 421 29 450
Total Wholesale 90 7 30 127 9,186 9,313 87 9,400

Allowance for credit losses activity for the years ended December 31, 2015, 2014 is as follows (in millions):

At December 31, 2015


($ million) Retail Wholesale Other Total
Opening balance 468 182 - 650
Provision 81 27 - 108
Charge-offs, net of recoveries (92) (13) - (105)
Foreign currency translation and other (63) (38) - (101)
Ending balance 394 158 - 552
Ending balance: Individually evaluated for impairment 187 125 - 312
Ending balance: Collectively evaluated for impairment 207 33 - 240
Receivables:
Ending balance 10,344 8,611 46 19,001
Ending balance: Individually evaluated for impairment 416 767 - 1,183
Ending balance: Collectively evaluated for impairment 9,928 7,844 46 17,818

At December 31, 2014


($ million) Retail Wholesale Other Total
Opening balance 613 112 1 726
Provision 86 71 2 159
Charge-offs, net of recoveries (135) (24) (2) (161)
Foreign currency translation and other (96) 23 (1) (74)
Ending balance 468 182 - 650
Ending balance: Individually evaluated for impairment 233 115 - 348
Ending balance: Collectively evaluated for impairment 235 67 - 302
Receivables:
Ending balance 11,978 9,400 94 21,472
Ending balance: Individually evaluated for impairment 484 758 - 1,242
Ending balance: Collectively evaluated for impairment 11,494 8,642 94 20,230

Receivables from financing activities are considered impaired when it is probable CNH Industrial will be unable to collect all amounts due
according to the contractual terms. Receivables reviewed for impairment generally include those that are either past due, or have provided
bankruptcy notification, or require significant collection efforts. Receivables, which are impaired, are generally classified as non-performing.
141

At December 31, 2015 At December 31, 2014


Unpaid Unpaid
Recorded Principal Related Average Recorded Principal Related Average
($ million) Investment Balance Allowance Investment Investment Balance Allowance Investment
With no related allowance
Retail
NAFTA 41 40 - 37 24 24 - 22
EMEA 74 74 - 79 91 91 - 95
LATAM - - - - - - - -
APAC - - - - - - - -
Wholesale
NAFTA - - - - 12 12 - 21
EMEA 33 33 - 35 35 35 - 39
LATAM - - - - - - - -
APAC - - - - - - - -

With an allowance recorded


Retail
NAFTA 54 53 18 52 33 32 13 34
EMEA 238 238 167 263 311 311 212 312
LATAM - - - - - - - -
APAC 9 9 2 12 25 25 8 26
Wholesale
NAFTA 82 82 3 92 60 60 3 63
EMEA 607 607 95 657 608 608 98 708
LATAM 25 21 7 22 25 20 8 20
APAC 20 20 20 18 18 18 6 13
Total Retail 416 414 187 443 484 483 233 489
Total Wholesale 767 763 125 824 758 753 115 864

Finance lease receivables mainly relate to vehicles of Commercial Vehicles, Agricultural Equipment and Construction Equipment leased out
under finance lease arrangements. The interest rate implicit in the lease is determined at the commencement of the lease for the whole lease
term. The average interest rate implicit in total finance lease receivables varies depending on prevailing market interest rates.
The item may be analyzed as follows stated gross of an allowance of $188 million at December 31, 2015 ($224 million at December 31, 2014):

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Receivables for future minimum lease payments 484 417 43 944 671 760 77 1,508
Less: unrealized interest income (82) (110) (7) (199) (125) (191) (13) (329)
Present value of future minimum lease payments 402 307 36 745 546 569 64 1,179

Other current assets


At December 31, 2015, Other current assets mainly consist of other tax receivables for VAT and other indirect taxes of $634 million ($954
million at December 31, 2014), Receivables from employees of $46 million ($57 million at December 31, 2014) and Accrued income and
prepaid expenses of $133 million ($170 million at December 31, 2014).
Refer to section “Risk Management” and Note 33 “Information on financial risks” for additional information on the credit risk to which CNH
Industrial is exposed and the way it is managed by the Group.

Transfers of financial assets


The Group transfers a number of its financing and trade receivables under securitization programs or factoring transactions.
A securitization transaction entails the sale of a portfolio of receivables to a securitization vehicle. This structured entity finances the purchase
of the receivables by issuing asset-backed securities (i.e. securities whose repayment and interest flow depend upon the cash flow generated
by the portfolio). Asset-backed securities are divided into classes according to their degree of seniority and rating: the most senior classes
are placed with investors on the market; the junior class, whose repayment is subordinated to the senior classes, is normally subscribed for
by the seller. The residual interest in the receivables retained by the seller is therefore limited to the junior securities it has subscribed for.
In accordance with IFRS 10, all securitization vehicles are included in the scope of consolidation because the subscription of the junior asset-
backed securities by the seller implies its control in substance over the structured entity.
142 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Furthermore, factoring transactions may be either with recourse or without recourse; certain without recourse transfers include deferred
payment clauses (for example, when the payment by the factor of a minor part of the purchase price is dependent on the total amount
collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in the losses, or require a
significant exposure to the cash flows arising from the transferred receivables to be retained. These types of transactions do not comply with
the requirements of IAS 39 for the derecognition of the assets since the risks and rewards connected with collection are not substantially
transferred, and accordingly the Group continues to recognize the receivables transferred by this means in its balance sheet and recognizes a
financial liability of the same amount under Asset-backed financing (Note 27). The gains and losses arising from the transfer of these assets are
only recognized when the assets are derecognized.
At December 31, 2015 and 2014, the carrying amount of such transferred financial assets and the related liability and the respective fair values
were as follows:

At December 31, 2015 At December 31, 2014


Receivables Receivables
from Other from Other
Trade financing financial Trade financing financial
($ million) receivables activities assets Total receivables activities assets Total
Carrying amount of assets 6 13,057 927 13,990 429 13,631 1,241 15,301
Carrying amount of the related liabilities (6) (12,066) (927) (12,999) (429) (11,917) (1,241) (13,587)

Liabilities for which the counterparty has the right to obtain


relief on the transferred assets:
Fair value of the assets 6 13,067 927 14,000 429 13,694 1,241 15,364
Fair value of the liabilities (6) (12,056) (927) (12,989) (429) (11,916) (1,241) (13,586)
Net position - 1,011 - 1,011 - 1,778 - 1,778

Other financial assets also include the cash with a pre-determined use restricted to the repayment of the securitization debt.
For completeness of information, it is recalled that the Group has discounted receivables without recourse having due dates beyond December
31, 2015 amounting to $569 million ($654 million at December 31, 2014, with due dates beyond that date), which refer to trade receivables
and other receivables for $534 million ($585 million at December 31, 2014) and receivables from financing activities for $35 million ($69 million
at December 31, 2014).

20. Current securities


This item amounts to $54 million at December 31, 2015 (zero at December 31, 2014) and mainly includes $50 million sovereign Argentinian
bonds with maturity within December 2016.

21. Other financial assets and Other financial liabilities


These items consist of derivative financial instruments measured at fair value at the balance sheet date.
Specifically:

At December 31, 2015 At December 31, 2014


($ million) Positive fair value Negative fair value Positive fair value Negative fair value
Fair value hedges:
Interest rate risk - Interest rate swaps 29 - 37 (1)
Total Fair value hedges 29 - 37 (1)

Cash flow hedges:


Currency risks - Forward contracts, Currency swaps and Currency options 61 (29) 74 (177)
Interest rate risk - Interest rate swaps 1 (5) - (12)
Other derivatives 16 (1) 1 -
Total Cash flow hedges 78 (35) 75 (189)

Derivatives for trading 104 (34) 93 (45)


Other financial assets/(liabilities) 211 (69) 205 (235)
143

The fair value of derivative financial instruments is calculated by using market parameters at the balance sheet date and using valuation
techniques widely accepted in the financial business environment. In particular:
the fair value of forward contracts and currency swaps is calculated by taking the prevailing exchange rate and interest rates in the two
currencies at the balance sheet date;
the fair value of currency options is calculated by using appropriate valuation techniques and market parameters at the balance sheet date
(in particular exchange rates, interest rates and volatility rates);
the fair value of interest rate swaps and forward rate agreements is calculated by using the discounted cash flow method;
the fair value of derivatives hedging commodity price risk is calculated by using the discounted cash flow method, taking the market
parameters at the balance sheet date (and in particular the future price of the underlying and interest rates).
All these valuation techniques take into consideration also the credit quality of counterparties that, at December 31, 2015, is not significant.
The overall change in Other financial assets (from $205 million at December 31, 2014 to $211 million at December 31, 2015), and the change
in Other financial liabilities (from $235 million at December 31, 2014 to $69 million at December 31, 2015) is mainly due to the changes in
exchange rates and interest rates over the year.
As this item principally consists of hedging instruments, the change in their value is compensated by the change in the value of the hedged item.
Derivatives for trading consist mainly of derivatives (mostly currency based derivatives) acquired to hedge receivables and payables subject to
currency risk and/or interest rate risk which are not formally designated as hedges at Group level.
At December 31, 2015, the notional amount of outstanding derivative financial instruments is as follows:

($ million) At December 31, 2015 At December 31, 2014


Currency risk 7,124 8,606
Interest rate risk 4,552 5,585
Interest rate and currency risk 165 34
Other derivative financial instruments 17 10
Total notional amount 11,858 14,235

At December 31, 2015 and 2014, the notional amount of Other derivative instruments consists of the notional amount of derivatives linked to
commodity prices hedging specific exposures arising from supply agreements. Under these agreements there is a regular updating of the prices
on the basis of trends in the quoted prices of the raw material.
The following table provides an analysis by due date of outstanding derivative financial instruments at December 31, 2015 and 2014 based on
their notional amounts:

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and five Due beyond Due within one and five Due beyond
($ million) one year years five years Total one year years five years Total
Currency risk 6,898 236 - 7,134 8,421 185 - 8,606
Interest rate risk 951 3,469 132 4,552 1,184 4,065 336 5,585
Interest rate and currency risk 165 - - 165 34 - - 34
Other derivative financial instruments 17 - - 17 10 - - 10
Total notional amount 8,031 3,705 132 11,868 9,649 4,250 336 14,235

Cash flow hedges


The effects on profit or loss mainly refer to the management of the currency risk and, to a lesser extent, to the hedges relating to the debt of
the Group’s financial companies and Group treasury.
The policy of the Group for managing currency risk normally requires that future cash flows from trading activities which will occur for
accounting purposes within the following twelve months, and from orders acquired (or contracts in progress), whatever their due dates, be
hedged. As a result, it is considered reasonable to suppose that the hedging effect arising from this and recognized in the cash flow hedge
reserve will be recognized in profit or loss, mainly during the following year.
144 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

In 2015 the Group reclassified loss of $148 million (loss of $35 million in 2014) stated net of the tax effect, to the following profit or loss items;
these had previously been recognized directly in Other comprehensive income:

($ million) 2015 2014


Currency risk:
Increase/(decrease) in Net revenues 16 14
Decrease/(increase) in Cost of sales (211) (7)
Financial income/(expenses) (10) (30)

Interest rate risk:


Decrease/(increase) in Cost of sales (6) (8)
Financial income/(expenses) (1) (3)

Taxes income/(expenses) 64 (1)


Total recognized in profit or loss (148) (35)

The ineffectiveness of cash flow hedges was not material in 2015 or 2014.
The total economic effect of hedges which subsequently turned out to be in excess of the future flows being hedged (overhedges) amounted
to $8 million in 2015 and $1 million in 2014.

Fair value hedges


The gains and losses arising from the measurement of interest rate and currency derivatives (mostly for managing currency risk) and interest
rate derivatives (for managing the interest rate risk) recognized in accordance with fair value hedge accounting and the gains and losses arising
from the respective hedged items are set out in the following table:

($ million) 2015 2014


Interest rate risk:
Net gains/(losses) on qualifying hedges 26 35
Fair value changes in hedged items (25) (34)
Net gains/(losses) 1 1

The ineffective portion of transactions treated as fair value hedges amounted to $1 million in 2015 ($1 million in 2014).

22. Cash and cash equivalents


Cash and cash equivalents consist of:

($ million) At December 31, 2015 At December 31, 2014


Cash at banks 5,171 4,568
Restricted cash 927 978
Money market securities 213 595
Total Cash and cash equivalents 6,311 6,141

Amounts shown are readily convertible into cash and are subject to an insignificant risk of changes in value. The carrying amount of cash and
cash equivalents is considered to be in line with their fair value at the balance sheet date.
Restricted cash mainly includes banks deposits which may be used exclusively for the repayment of the debt relating to securitizations classified
as Asset-backed financing.
The credit risk associated with Cash and cash equivalents is considered not significant, because it mainly relates to deposits spread across
primary national and international financial institutions.

23. Assets held for sale


At December 31, 2015, Assets held for sale consist of buildings and factories mainly attributable to Commercial Vehicles, Financial Services and
Agricultural Equipment (buildings and factories mainly attributable to Financial Services and Agricultural Equipment at December 31, 2014).
The items included in Assets held for sale may be summarized as follows:

($ million) At December 31, 2015 At December 31, 2014


Property, plant and equipment 23 24
Total Assets 23 24
145

24. Equity
Consolidated shareholder’s equity at December 31, 2015 decreased for an amount of $360 million compared to December 31, 2014. The
profit for the year of $234 million, the positive changes ($127 million) in Other comprehensive income arising from gains on the remeasurement
of defined benefit plans and an increase of $115 million in cash flow hedge reserve have been more than offset by dividend distributed of $297
million and by the effect of currency translation differences negative for $611 million.

Share capital
The Articles of Association of CNH Industrial provide for authorized share capital of €40 million, divided into 2 billion common shares and 2
billion special voting shares, each with a per share par value of €0.01. As of December 31, 2015, the Company’s Share capital was €18 million
(equivalent to $25 million), fully paid-in, and consisted of 1,362,048,989 common shares and 474,474,276 special voting shares (413,249,206
special voting shares outstanding, net of 61,225,070 special voting shares held in treasury by the Company as described in the following).
Upon the completion of the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V., CNH Industrial N.V. issued
1,348,867,772 common shares with a par value of €0.01 each, which were allotted to Fiat Industrial S.p.A. and CNH Global N.V. shareholders on
the basis of the established exchange ratios of one common share of CNH Industrial for each share of Fiat Industrial and 3.828 common shares of
CNH Industrial for each share of CNH Global. CNH Industrial also issued special voting shares (non-tradable) to eligible Fiat Industrial S.p.A. and
CNH Global N.V. shareholders who maintained their ownership of the shares through the closing of the Merger and elected to receive special voting
shares. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares with a par value of €0.01 each. See
the following paragraph “Special voting shares” for more detailed information about Special voting shares and the special-voting structure.
The following table shows a reconciliation between the composition of the share capital of CNH Industrial N.V. at December 31, 2013, and
the composition of the share capital of CNH Industrial N.V. at December 31, 2015:

CNH Industrial CNH Industrial CNH Industrial Total CNH


Common CNH Industrial Less: N.V. common N.V. special Less: N.V. special Total Shares Less: Industrial N.V.
shares N.V. common Treasury shares voting shares Treasury voting shares issued by CNH Treasury outstanding
(number of shares) pre-merger shares issued shares outstanding issued shares (b) outstanding Industrial N.V. shares shares
Fiat Industrial
S.p.A. common
shares (a) 1,222,560,247 1,222,560,247(*) - 1,222,560,247(*) 451,262,083(**) - 451,262,083(**) 1,673,822,330 - 1,673,822,330
CNH Global N.V.
Common shares
(non-controlling
interests 32,995,696 126,307,525(*) - 126,307,525(*) 23,212,193(**) - 23,212,193(**) 149,519,718 - 149,519,718
Total CNH
Industrial
N.V. shares at
September 30,
2013 1,348,867,772 - 1,348,867,772 474,474,276 - 474,474,276 1,823,342,048 - 1,823,342,048
Capital increase 1,205,758 - 1,205,758 - - - 1,205,758 - 1,205,758
(Purchases)/
Sales of treasury
shares - - - - (5,479,890) (5,479,890) - (5,479,890) (5,479,890)
Total CNH
Industrial
N.V. shares at
December 31,
2013 1,350,073,530 - 1,350,073,530 474,474,276 (5,479,890) 468,994,386 1,824,547,806 (5,479,890) 1,819,067,916
Capital increase 5,246,110 - 5,246,110 - - - 5,246,110 - 5,246,110
(Purchases)/
Sales of treasury
shares - - - - (53,594,883) (53,594,883) - (53,594,883) (53,594,883)
Total CNH
Industrial
N.V. shares at
December 31,
2014 1,355,319,640 - 1,355,319,640 474,474,276 (59,074,773) 415,399,503 1,829,793,916 (59,074,773) 1,770,719,143
Capital increase 6,729,349 - 6,729,349 - - - 6,729,349 - 6,729,349
(Purchases)/
Sales of treasury
shares - - - - (2,150,297) (2,150,297) - (2,150,297) (2,150,297)
Total CNH
Industrial
N.V. shares at
December 31,
2015 1,362,048,989 - 1,362,048,989 474,474,276 (61,225,070) 413,249,206 1,836,523,265 (61,225,070) 1,775,298,195

(a) Total n. 1,222,568,882 Fiat Industrial S.p.A. common shares are shown net of 8,635 treasury shares that have been cancelled at the closing of the merger.
(b) Special voting shares acquired by the Company following the de-registration of the corresponding amount of qualifying common shares from the Loyalty Register.
(*) Allotted on the basis of the established exchange ratios of one common share of CNH Industrial N.V. for each share of Fiat Industrial S.p.A. and 3.828 common shares of CNH Industrial
N.V for each share of CNH Global N.V.
(**) Allotted to eligible Fiat Industrial N.V. and CNH Global N.V. shareholders who had elected to receive special voting shares.
146 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

During the years ended December 31, 2015 and December 31, 2014, 2 million and 54 million special voting shares were acquired by the
Company following the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, respectively.
Furthermore, during the years ended December 31, 2015 and December 31, 2014, the Company issued 6.7 million and 5.2 million new
common shares primarily due to the vesting or exercise of share-based awards. See paragraph below “Share-based compensation” for further
discussion.
The Company shall maintain a special capital reserve to be credited against the share premium exclusively for the purpose of facilitating any
issuance or cancellation of special voting shares. The special voting shares shall not carry any entitlement to the balance of the special capital
reserve. The Board of Directors shall be authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special
voting shares or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favor of the share premium reserve.
The Company shall maintain a separate dividend reserve for the special voting shares. The special voting shares shall not carry any entitlement
to any other reserve of the Company. Any distribution out of the special voting shares dividend reserve or the partial or full release of such
reserve will require a prior proposal from the Board of Directors and a subsequent resolution of the general meeting of holders of special
voting shares.
From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of Directors may determine.
The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend reserve an amount equal to one
percent (1%) of the aggregate nominal amount of all outstanding special voting shares. The calculation of the amount to be allocated and added
to the special voting shares dividend reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial
year to which the allocation and addition pertains, then the amount to be allocated and added to the special voting shares dividend reserve in
respect of these newly issued special voting shares shall be calculated as from the date on which such special voting shares were issued until
the last day of the financial year concerned. The special voting shares shall not carry any other entitlement to the profits.
Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution of dividend on the common
shares only subject to the provision that the distribution of profits shall be made after the adoption of the annual accounts, from which it
appears that the same is permitted.
Subject to a prior proposal of the Board of Directors, the general meeting of shareholders may declare and pay dividends in U.S. dollars.
Furthermore, subject to the approval of the general meeting of shareholders and the Board of Directors having been designated as the body
competent to pass a resolution for the issuance of shares in accordance with Article 5 of the Articles of Association, the Board of Directors
may decide that a distribution shall be made in the form of shares or that shareholders shall be given the option to receive a distribution either
in cash or in the form of shares.
On March 4, 2016, the Board of Directors of CNH Industrial N.V. recommended to the Company’s shareholders that the Company declare a
dividend of €0.13 per common share, totaling approximately €177 million (equivalent to approximately $195 million, translated at the exchange
rate reported by the European Central Bank on February 26, 2016). The proposal is subject to the approval of the Company’s shareholders
at the Annual General Meeting of shareholders to be held on April 15, 2016.
At the Annual General Meeting of shareholders held by CNH Industrial on April 15, 2015, shareholders approved the payment of a dividend
of €0.20 per common share, translated at the exchange rate reported by the European Central Bank on February 27, 2015). The dividend was
paid in April 2015 for a total amount of €272 million ($291 million).
The Company shall only have power to make distributions to shareholders and other persons entitled to distributable profits to the extent
the Company’s equity exceeds the sum of the paid-up portion of the share capital and the reserves that must be maintained in accordance
with provision of law. No distribution of profits may be made to the Company itself for shares that the Company holds in its own share capital.
The Board of Directors shall have power to declare one or more interim dividends, provided that the requirements of the Article 22 paragraph
5 of the Articles of Association are duly observed as evidenced by an interim statement of assets and liabilities as referred to in Article 2:105
paragraph 4 of the Dutch Civil Code and provided further that the policy of the Company on additions to reserves and dividends is duly
observed. The provisions of the Article 22 paragraphs 2 and 3 of the Articles of Association shall apply mutatis mutandis.
The Board of Directors may determine that dividends or interim dividends, as the case may be, shall be paid, in whole or in part, from the
Company’s share premium reserve or from any other reserve, provided that payments from reserves may only be made to the shareholders
that are entitled to the relevant reserve upon the dissolution of the Company.
Dividends and other distributions of profit shall be made payable in the manner and at such date(s) - within four weeks after declaration thereof
- and notice thereof shall be given, as the general meeting of shareholders, or in the case of interim dividends, the Board of Directors shall
determine, provided, however, that the Board of Directors shall have the right to determine that each payment of annual dividends in respect
of shares be deferred for a period not exceeding five consecutive annual periods.
147

Dividends and other distributions of profit, which have not been collected within five years and one day after the same have become payable,
shall become the property of the Company.
In the event of a winding-up, a resolution to dissolve the Company can only be passed by a general meeting of shareholders pursuant to a prior
proposal of the Board of Directors. In the event a resolution is passed to dissolve the Company, the Company shall be wound-up by the Board
of Directors, unless the general meeting of shareholders would resolve otherwise.
The general meeting of shareholders shall appoint and decide on the remuneration of the liquidators.
Until the winding-up of the Company has been completed, the Articles of Association of the Company shall to the extent possible, remain in
full force and effect.

Policies and processes for managing capital


The objectives identified by the Group for managing capital are to create value for shareholders as a whole, safeguard business continuity and
support the growth of the Group. As a result, the Group endeavors to maintain an adequate level of capital that at the same time enables it
to obtain a satisfactory economic return for its shareholders and guarantee economic access to external sources of funds, including by means
of achieving an adequate rating.
The Group constantly monitors the evolution of its debt/equity ratio and in particular the level of net debt and the generation of cash from
its Industrial Activities.
To reach these objectives the Group aims at a continuous improvement in the profitability of the business in which it operates. Further, in
general, it may sell part of its assets to reduce the level of its debt, while the Board of Directors may make proposals to shareholders in general
meeting to reduce or increase share capital or, where permitted by law, to distribute reserves.
The Company shall at all times have the authority to acquire fully paid-up shares in its own share capital, provided that such acquisition is made
for no consideration (om niet).
The Company shall also have authority to acquire fully paid-up shares in its own share capital for consideration, if:
the general meeting of shareholders has authorized the Board of Directors to make such acquisition – which authorization shall be valid for
no more than eighteen months – and has specified the number of shares which may be acquired, the manner in which they may be acquired
and the limits within which the price must be set;
the Company’s equity, after deduction of the acquisition price of the relevant shares, is not less than the sum of the paid-up portion of the
share capital and the reserves that have to be maintained by provision of law; and
the aggregate par value of the shares to be acquired and the shares in its share capital the Company already holds, holds as pledgee or are
held by a subsidiary company, does not amount to more than one half of the aggregate par value of the issued share capital.
If no annual accounts have been confirmed and adopted when more than six months have expired after the end of any financial year, then it
shall not be allowed any acquisition.
No authorization shall be required, if the Company acquires its own shares for the purpose of transferring the same to directors or employees
of the Company or a Group company as defined in Article 2:24b of the Dutch Civil Code, under a scheme applicable to such employees. Such
own shares must be officially listed on a price list of an exchange.
The preceding provisions shall not apply to shares which the Company acquires under universal title of succession (algemene titel).
No voting rights may be exercised in the general meeting of shareholders for any share held by the Company or any of its subsidiaries.
Beneficiaries of a life interest on shares that are held by the Company and its subsidiaries are not excluded from exercising the voting rights
provided that the life interest was created before the shares were held by the Company or any of its subsidiaries. The Company or any of its
subsidiaries may not exercise voting rights for shares in respect of which it holds a usufruct.
Any acquisition by the Company of shares that have not been fully paid up shall be void.
Any disposal of shares held by the Company will require a resolution of the Board of Directors. Such resolution shall also stipulate the
conditions of the disposal.

Special voting shares


In order to reward long-term ownership of CNH Industrial common shares and promote stability of CNH Industrial’s shareholder base, CNH
Industrial’s Articles of Association provide for a loyalty-voting structure that grants eligible long-term shareholders the equivalent of two votes
for each CNH Industrial N.V. common share that they hold, through the issuance of special voting shares.
148 CONSOLIDATED NOTES
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STATEMENTS
AT DECEMBER 31,
2015

After closing of the Merger, a shareholder may at any time elect to participate in the loyalty voting structure by requesting the registration of
all or some of the common shares held by such shareholder in a separate register (the “Loyalty Register”) of the Company. If such common
shares have been registered in the Loyalty Register for an uninterrupted period of three years in the name of the same shareholder, such
shares will become “Qualifying Common Shares” and the relevant shareholder will be entitled to receive one special voting share for each
such Qualifying Common Share.
As mentioned above, CNH Industrial issued special voting shares with a nominal value of €0.01 each to those eligible shareholders who elected
to receive such special voting shares upon completion of the merger of Fiat Industrial and of CNH Global respectively with and into CNH
Industrial N.V.
The electing shareholders are not required to pay any amount to the Company in connection with the allocation of the special voting shares.
CNH Industrial common shares are freely transferable, while, special voting shares are transferable exclusively in limited circumstances and
they are not listed on the NYSE or the MTA. In particular, at any time, a holder of common shares that are Qualifying Common Shares who
wants to transfer such common shares other than in limited specified circumstances (e.g., transfers to affiliates or relatives through succession,
donation or other transfers) must request a de-registration of such Qualifying Common Shares from the Loyalty Register. After de-registration
from the Loyalty Register, such common shares no longer qualify as Qualifying Common Shares and, as a result, the holder of such common
shares is required to transfer the special voting shares associated with the transferred common shares to the Company for no consideration.
The special voting shares have minimal economic entitlements as the purpose of the special voting shares is to grant long-term shareholders with
an extra voting right by means of granting an additional special voting share, without granting such shareholders with any additional economic
rights. However, as a matter of Dutch law, such special voting shares cannot be fully excluded from economic entitlements. Therefore, the
Articles of Association provide that only a minimal dividend accrues to the special voting shares, which is not distributed, but allocated to a
separate special dividend reserve. The impact of this special voting dividend reserve on the earnings per share of the common shares is not
material.

Treasury shares
At the Annual General Meeting held on April 15, 2015, shareholders granted the Board of Directors (the “Board”) the authority to repurchase
up to a maximum of 10% of the Company’s common shares outstanding at the same date. The authorization is valid for a period of 18 months
and therefore up to and including October 14, 2016.
At December 31, 2015, CNH Industrial N.V. does not own directly or indirectly treasury common shares. As above discussed with reference
to Share capital, at December 31, 2015 the Company only owns 61,225,070 special voting shares acquired following the de-registration of the
corresponding amount of qualifying common shares from the Loyalty Register.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in common shares from time to time,
subject to market and business conditions, as previously authorized at the Annual General Meeting held on April 15, 2015. The purchases are
carried out on the MTA, in compliance with applicable rules and regulations, subject to (i) a maximum price per common share equal to the
average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the MTA plus
10% (maximum price) and to (ii) a minimum price per common share equal to the average of the lowest price on each of the five trading days
prior to the date of acquisition, as shown in the Official Price List of the MTA minus 10% (minimum price).
As of February 26, 2016, the Company has repurchased 800 thousand common shares on the MTA under this buy-back program.
At the AGM of shareholders convened on April 15, 2016, the Board will present a proposal to replace the existing authority for a period of 18
months and therefore up to and including October 14, 2017.

Capital reserves
At December 31, 2015 capital reserves amounting to $3,227 million ($3,170 million at December 31, 2014) mainly consist of the effects of the
Merger.

Earnings reserves
Earnings reserves, amounting to $5,486 million at December 31, 2015 ($5,540 million at December 31, 2014) mainly consist of retained
earnings and profits attributable to the owners of the parent.
149

Other comprehensive income


The amount of Other comprehensive income can be analyzed as follows:

($ million) 2015 2014


Other comprehensive income that will not be reclassified subsequently to profit or loss:
Gains/(losses) on the remeasurement of defined benefit plans 155 (417)
Total Other comprehensive income that will not be reclassified subsequently to profit or loss (A) 155 (417)

Other comprehensive income that may be reclassified subsequently to profit or loss:

Gains/(losses) on cash flow hedging instruments arising during the period (58) (249)
(Gains)/losses on cash flow hedging instruments reclassified to profit or loss 212 34
Gains/(losses) on cash flow hedging instruments 154 (215)

Gains/(losses) on the remeasurement of available-for-sale financial assets arising during the period - -
Gains/(losses) on the remeasurement of available-for-sale financial assets reclassified to profit or loss - -
Gains/(losses) on the remeasurement of available-for-sale financial assets - -

Exchange gains/(losses) on translating foreign operations arising during the period (561) (141)
Exchange (gains)/losses on translating foreign operations reclassified to profit or loss - -
Exchange gains/(losses) on translating foreign operations (561) (141)

Share of Other comprehensive income of entities accounted for using the equity method arising
during the period (50) (45)
Reclassification adjustment for the share of Other comprehensive income of entities accounted
for using the equity method - -
Share of Other comprehensive income of entities accounted for using the equity method (50) (45)
Total Other comprehensive income that may be reclassified subsequently to profit or loss (B) (457) (401)
Tax effect of the other components of Other comprehensive income (C) (67) 165
Total Other comprehensive income, net of tax (A) + (B) + (C) (369) (653)

The income tax effect relating to Other comprehensive income can be analyzed as follows:

2015 2014
Tax
Before tax (expense)/ Net-of-tax Before tax Tax (expense)/ Net-of-tax
($ million) amount benefit amount amount benefit amount
Other comprehensive income that will not be reclassified subsequently
to profit or loss:
Gains/(losses) on the remeasurement of defined benefit plans 155 (28) 127 (417) 102 (315)
Total Other comprehensive income that will not be reclassified subsequently
to profit or loss 155 (28) 127 (417) 102 (315)

Other comprehensive income that may be reclassified subsequently


to profit or loss:
Gains/(losses) on cash flow hedging instruments 154 (39) 115 (215) 63 (152)
Gains/(Losses) on the remeasurement of available-for-sale financial assets - - - - - -
Exchange gains/(losses) on translating foreign operations (561) - (561) (141) - (141)
Share of Other comprehensive income of entities accounted for using
the equity method (50) - (50) (45) - (45)
Total Other comprehensive income that may be reclassified subsequently
to profit or loss (457) (39) (496) (401) 63 (338)
Total Other comprehensive income (302) (67) (369) (818) 165 (653)

Share-based compensation
For both years ended December 31, 2015 and 2014, CNH Industrial recognized total share-based compensation expense of $49 million. For
the years ended December 31, 2015 and 2014, CNH Industrial recognized a total tax benefit relating to share-based compensation expense
of $3 million and $4 million, respectively. As of December 31, 2015, CNH Industrial had unrecognized share-based compensation expense
related to non-vested awards of approximately $76 million based on current assumptions related to achievement of specified performance
objectives, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period of 2.1 years.
CNH Industrial’s equity awards are governed by several plans: i) CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”); ii) CNH
Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”); iii) CNH Global N.V. Equity Incentive Plan (“CNH EIP”); iv) CNH
Global N.V. Directors’ Compensation Plan (“CNH DCP”); and, v) Fiat Industrial Long-Term Incentive Plan (“Fiat Industrial Plan”).
150 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”)


At the Annual General Meeting of Shareholders (“AGM”) held on April 16, 2014, the Company’s shareholders approved the adoption of the
CNH Industrial EIP, an umbrella program defining the terms and conditions for any subsequent long-term incentive program, whose main
features are as follows:
The EIP allows grants of the following specific types of equity awards to any current or prospective executive director, officer or employee of,
or service provider to, CNH Industrial: stock options, stock appreciation rights, restricted share units, restricted stock, performance shares
or performance share units and other stock-based awards that are payable in cash, common shares or any combination thereof subject to
the terms and conditions established by the Compensation Committee.
The EIP authorizes 25 million common shares over a five-year period, of which a maximum of 7 million would be authorized for awards to
executive directors. These shares may be newly issued shares or treasury shares.
The EIP will terminate at, and no more awards will be permitted to be granted thereunder ten years after its adoption by the Board of
Directors of CNH Industrial N.V. The termination of the EIP will not affect previously granted awards.

Performance Share Units


In 2014 and 2015, CNH Industrial issued to its Chief Executive Officer and selected key employees approximately 12 million and 1 million
Performance Share Units (“PSUs”), respectively, with financial performance goals covering a five-year period from January 1, 2014 to December
31, 2018. The performance goals include a performance condition as well as a market condition, with each weighted at 50% and paying out
independently of the other. Half of the award will vest if the performance condition is met; whereas the other half, which is based on the market
condition, has a payout scale ranging from 0% to 150%. Accordingly, the total number of shares that will eventually be granted may vary from
the original estimate of 12 million shares. One third of total grant will vest in February 2017, a cumulative two-thirds in February 2018, and a
cumulative 100% in February 2019 if the respective financial goals for 2014 to 2016, 2014 to 2017 and 2014 to 2018 are achieved.
The fair values of the awards that are contingent upon the achievement of the performance condition were measured using stock prices
on respective grant dates adjusted for the present value of future dividends that employees will not receive during the vesting period. The
weighted average fair value for the PSUs based on the performance condition that were issued in 2014 and 2015 is $9.48 and $9.33 per share,
respectively.
The fair values of the awards that are based on the market condition were calculated using the Monte Carlo Simulation model. The weighted
average fair value for the awards that were issued in 2014 and 2015 is $8.19 and $7.95 per share, respectively. As a significant majority of the
awards (approximately 90% of total awards as of December 31, 2015) was issued on June 9 and 25, 2014, the key assumptions utilized to
calculate the grant-date fair values for awards issued on these two grant dates are listed below:

Key Assumptions for awards issued on:


June 9, 2014 June 25, 2014
Grant date stock price (in $) 10.88 10.19
Expected Volatility 44.5% 44.1%
Dividend yield 2.6% 2.7%
Risk-free rate 1.69% 1.68%

The expected volatility is based on a weighted average of historical volatility experienced by the common shares of CNH Global N.V., Fiat
Industrial S.p.A. and CNH Industrial N.V. over a five-year period ending on the grant date. The expected dividend yield was based on CNH
Industrial’s historical dividend payout as management expected the dividend payout for future years to be consistent. The risk-free interest
rate was based on the yields of five-year U.S. Treasury bonds.
The following table reflects the activity of performance-based share units under CNH Industrial EIP for the year ended December 31, 2015
and 2014:

2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Performance shares (in $) Performance shares (in $)
Nonvested at beginning of year 12,101,760 8.84 - -
Granted 980,400 6.25 12,237,960 8.84
Forfeited (1,490,900) 8.69 (136,200) 8.72
Vested - - - -
Nonvested at end of year 11,591,260 8.64 12,101,760 8.84
151

Restricted Share Units


In 2014 and 2015, CNH Industrial issued to selected employees approximately 1 million and 2 million shares of Restricted Share Units (“RSUs”)
with a weighted average fair value of $9.21 and $8.60 per share, respectively. These shares will vest in three equal tranches over a three-year
period. The fair value of the award is measured using the stock price on the grant date adjusted for the present value of future dividends that
employees will not receive during the vesting period.
Additionally, CNH Industrial issued 3 million restricted share units to the Chairman of CNH Industrial N.V., in June 2014. The weighted average
fair value of these shares is $10.41 per share, measured using the stock price on the grant date adjusted for the present value of future dividends
that the Chairman will not receive during the vesting period. These shares are service based and will vest in five tranches at the end of each
year. The first tranche and second tranche of 750 thousand shares each vested on December 31, 2014 and December 31, 2015, respectively,
which were exercised on February 23, 2015 and February 8, 2016, respectively.
The following table reflects the activity of restricted share units under CNH Industrial EIP for the year ended December 31, 2015 and 2014:

2015 2014
Weighted average Weighted average
Restricted grant date fair value grant date fair value
shares (in $) Restricted shares (in $)
Nonvested at beginning of year 3,512,139 9.88 - -
Granted 1,531,900 8.08 4,283,859 10.05
Forfeited (158,186) 9.29 (21,720) 9.40
Vested (1,140,333) 10.21 (750,000) 10.88
Nonvested at end of year 3,745,520 9.67 3,512,139 9.88

CNH Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”)


On September 9, 2013, the CNH Industrial DCP was approved by the shareholders and adopted by the Board of Directors of CNH Industrial
N.V. The CNH Industrial DCP provides for the payment of the following to eligible members of the CNH Industrial N.V. Board in the form of
cash, and/or common shares of CNH Industrial N.V., and/or options to purchase common shares of CNH Industrial N.V., provided that such
members do not receive salary or other employment compensation from CNH Industrial N.V. or FCA, and their subsidiaries and affiliates:
$125,000 annual retainer fee for each Non-Executive Director.
An additional $25,000 for each member of the Audit Committee and $35,000 for the Audit Committee Chairman.
An additional $20,000 for each member of every other Board committee and $25,000 for the committee chairman (collectively, the “fees”).
Each quarter of the CNH Industrial DCP year, the eligible directors elect the form of payment of their fees. If the elected form is common
shares, the eligible director will receive as many common shares as equal to the amount of fees the director elects to be paid in common shares,
divided by the fair market value of a CNH Industrial N.V. common share on the date that the quarterly payment is made. Common shares
issued to the eligible director vest immediately upon grant. If an eligible director elects to receive all or a portion of fees in the form of a stock
option, the number of common shares underlying the stock option is determined by dividing (i) by (ii) where (i) equals the dollar amount of
the quarterly payment that the eligible director elects to receive in the form of stock options multiplied by four and (ii) the fair market value
of the common shares on the date that the quarterly payment is made. The CNH Industrial DCP defines fair market value, as applied to each
ordinary share, to be equal to the average of the highest and lowest sale price of a CNH Industrial N.V. common share during normal trading
hours on the last trading day of each plan quarter in which sales of common shares on the New York Stock Exchange are recorded. Stock
options granted as a result of such an election vest immediately, but shares purchased under options cannot be sold for six months following
the date of exercise. Stock options terminate upon the earlier of: (1) ten years after the grant date; or (2) six months after the date an individual
ceases to be a director.
There were 0.2 million common shares authorized for issuance under the CNH Industrial DCP. As of December 31, 2015, 0.05 million stock
options were issued under the CNH Industrial DCP at a weighted average exercise price of $9.42 per share and weighted average fair value
of $2.87 per share.

CNH Global Directors’ Compensation Plan (“CNH DCP”)


CNH Global Directors’ Compensation Plan stipulates the right for directors of former CNH Global to be compensated in the form of cash,
and/or common shares of CNH Global N.V., and/or options to purchase common shares of CNH Global N.V. On September 29, 2013, CNH
Industrial N.V. assumed the sponsorship of the CNH DCP in connection with the Merger. Stock options issued under the CNH DCP were
152 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

converted using the CNH Global exchange ratio of 3.828 CNH Industrial N.V. shares for each CNH Global N.V. common share and exercisable
for common shares of CNH Industrial N.V. upon September 29, 2013. As of December 31, 2015, approximately 0.03 million stock options
from the CNH DCP were still outstanding. The CNH DCP was terminated effective as of the Merger and no new equity awards will be issued
under the CNH DCP.

CNH Global Equity Incentive Plan (the “CNH EIP”)


The CNH Global Equity Incentive Plan provides for grants of stock options, restricted share units and performance share units to former
officers and employees of CNH Global. On September 29, 2013, CNH Industrial N.V. assumed the sponsorship of the CNH EIP in connection
with the Merger. CNH Industrial can not issue any new equity awards under the CNH EIP; however, CNH Industrial is required to issue shares
under the CNH EIP to settle the exercise or vesting of the existing equity awards.
On September 29, 2013, outstanding stock options, unvested restricted share units and performance share units under the CNH EIP became
exercisable or convertible for common shares of CNH Industrial N.V. The number of shares of outstanding equity awards was increased and
exercise price of stock options reduced to take into account the CNH Global exchange ratio of 3.828 CNH Industrial N.V. shares for each
CNH Global N.V. common share. The conversion did not change the aggregate fair value of the outstanding equity awards and, therefore,
resulted in no additional share-based compensation expense in 2013.

Stock Option Plan


In September 2012, approximately 2.7 million performance-based stock options (at target award levels) were issued under the CNH EIP (the
“2012 Grant”). Upon the achievement of CNH Global’s 2012 target performance objective, approximately 4 million of options were granted.
These options vested in three equal tranches in February 2012, 2013 and 2014. Options granted under the CNH EIP have a contractual life
of five years from the initial vesting date.
No stock options were issued in 2014 and 2015 under the CNH EIP.
The following table summarizes outstanding stock options under the CNH EIP at December 31, 2015 and 2014:

At December 31, 2015 At December 31, 2014


Weighted average
remaining Weighted
Number of options contractual average Number of options Weighted average
Exercise Price (in US$) outstanding life (in years) exercise price (in $) outstanding exercise price (in $)
2.92 - 5.00 - - - 13,688 2.92
5.01 - 10.00 4,491,907 1.6 8.32 5,873,839 8.09
10.01 - 15.00 4,278,010 1.2 10.15 4,974,025 10.15
Total 8,769,917 10,861,552

The Black-Scholes pricing model was used to calculate the fair value of stock options for options granted in 2012 under the CNH EIP. The
assumptions used under the Black-Scholes pricing model were as follows:

2012
Equity
Incentive Plan
Risk-free interest rate 0.40%
Expected dividend yield 0.00%
Price volatility of CNH Global N.V. shares 51.70%
Option life (years) 3.39

The risk-free interest rate was based on the U.S. Treasury rate for a bond of approximately the expected life of the options. The expected
volatility was based on the historical activity of common shares of CNH Global N.V. over a period at least equal to the expected life of the
options. The expected life for the CNH EIP grant was based on the average of the vesting period of each tranche and the original contract
term of 65 to 70 months. The expected dividend yield was determined to be zero as management did not expect CNH Global N.V. to pay
ordinary dividends. Based on this model, the fair value of stock options awarded under the CNH EIP was $3.60.
153

The following table reflects the stock option activity under the CNH EIP for the years ended December 31, 2015 and 2014:

2015 2014
Weighted Weighted
average average
Number exercise price Number exercise price
of options (in $) of options (in $)
Outstanding at beginning of year 10,861,552 9.03 12,621,745 8.77
Anti-dilution adjustment for special dividend - - - -
Granted - - - -
Forfeited (1,033,560) 9.58 (222,861) 9.64
Exercised (1,058,075) 6.95 (1,398,229) 6.51
Expired - - (139,103) 10.35
Outstanding at end of year 8,769,917 9.21 10,861,552 9.03
Exercisable at end of year 8,769,917 9.21 9,320,898 9.07

Performance Share Units


In 2012, CNH Global issued several grants of performance-based share units. The total number of shares granted in 2012 was 0.5 million with a
weighted average fair value of $10.62 per share. These shares were originally designed to cliff vest in February 2015 based on the achievement
of their respective performance targets of CNH Global. In connection with the Merger, the performance targets for these awards had been
deemed to be met and the outstanding shares continued to vest in February 2015 when employees have provided the required service.
Awards that were modified in the same manner included the third tranche of several performance-based share units issued prior to 2012
which were scheduled to vest in February 2015 upon the achievement of certain performance targets of CNH Global. Overall, approximately
3 million of performance-based share units were converted to service based restricted shares, which resulted in no performance-based share
units outstanding as of December 31, 2014. This modification did not result in any additional compensation cost in 2014. No performance-
based shares were granted in 2014 and 2015 under the CNH EIP.

Restricted Share Units


In 2012, 0.7 million restricted share units were granted under the CNH EIP with a weighted average fair value of $11.40 per share. Restricted
share units are service based and vest in three equal installments over three years starting from the grant date. Compensation cost for the
restricted share units is recognized on a straight-line basis over the requisite service period for each separate vesting portion of the award as
of the award was, in substance, multiple awards.
No restricted shares units were granted in 2014 and 2015 under the CNH EIP.
The following table reflects the activity of restricted share units under CNH EIP for the years ended December 31, 2015 and 2014:

2015 2014
Weighted average Weighted average
Number grant date fair value Number grant date fair value
of shares (in $) of shares (in $)
Nonvested at beginning of year 3,191,444 7.82 930,525 7.95
Converted from Performance Share Units (PSU) - - 3,103,937 7.67
Granted (78,869) 8.79 - -
Forfeited (3,112,575) 7.79 (240,415) 7.65
Vested - - (602,603) 7.32
Nonvested at end of year - 7.82 3,191,444 7.82

The fair value of performance-based shares and restricted shares under the CNH EIP was based on the market value of CNH Global’s
common shares on the date of the grant.

Fiat Industrial Plan


In the AGM held on April 5, 2012, Fiat Industrial S.p.A. shareholders approved the adoption of a Long Term Incentive Plan consisting of two
components (Company Performance LTI and Retention LTI) taking the form of stock grants. According to the Fiat Industrial Plan, Fiat Industrial
granted the Chairman of Fiat Industrial S.p.A. 1 million rights as part of the Company Performance LTI and 1.1 million rights as part of the
Retention LTI.
154 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

On September 29, 2013, CNH Industrial N.V. assumed the sponsorship of Fiat Industrial Long-Term Incentive Plan (the “Fiat Industrial Plan”).
On the Effective Date, the unvested equity awards under the former Fiat Industrial Plan became convertible for common shares of CNH
Industrial N.V. on a one-for-one basis.
The conversion did not change the aggregate fair value of the outstanding equity awards and, therefore, resulted in no additional share-based
compensation expense in 2013.
1.1 million rights from the Retention LTI vested ratably over three years on February 22, 2013, 2014 and 2015. The last tranche of rights was
exercised on February 23, 2015.
Under the terms of the Long Term Incentive Plan, the rights to the Company Performance LTI will vest on condition that predetermined
financial performance targets for the period from January 1, 2012 to December 31, 2014 are met and on condition that the beneficiary remains
in office up to the date of approval of the consolidated financial statements at December 31, 2014 by the Board of Directors; the rights will
become exercisable and may be exercised in a single installment subsequent to the date of approval of the consolidated financial statements
at December 31, 2014 by the Board of Directors.
In connection with the Merger, upon recommendation of the Compensation Committee, the Board of Directors of CNH Industrial resolved
to consider the performance conditions met for the Chairman’s Company performance share units. This modification did not result in any
additional compensation expenses. The units vested on February 1, 2015 and were exercised on February 23, 2015.
The two awards were settled by issuing new shares.
The following table reflects the share activity under the Company Performance LTI for the years ended December 31, 2015 and 2014:

2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Number of shares (in €) Number of shares (in €)
Nonvested at beginning of year 1,000,000 7.795 1,000,000 7.795
Granted - - - -
Forfeited - - - -
Vested (1,000,000) 7.795 - -
Nonvested at end of year - - 1,000,000 7.795

The following table reflects the share activity under the Retention LTI for the years ended December 31, 2015 and 2014:

2015 2014
Weighted average Weighted average
grant date fair value grant date fair value
Number of shares (in €) Number of shares (in €)
Nonvested at beginning of year 366,666 7.795 733,333 7.795
Granted - - - -
Forfeited - - - -
Vested (366,666) 7.795 (366,667) 7.795
Nonvested at end of year - - 366,666 7.795

The fair value of these awards was based on the market value of Fiat Industrial S.p.A.’s common shares on the date of the grant.

25. Provisions for employee benefits


CNH Industrial provides pension, healthcare and insurance plans and other post-employment benefits to their employees and retirees, either
directly or by contributing to independently administered funds. The way these benefits are provided varies according to the legal, fiscal and
economic conditions of each country in which the Group operates, the benefits generally being based on the employees’ remuneration and
years of service. CNH Industrial provides post-employment benefits under defined contribution and defined benefit plans.
In the case of defined contribution plans, CNH Industrial makes contributions to publicly or privately administered pension insurance plans
on a mandatory, contractual or voluntary basis. Once the contributions have been made, CNH Industrial has no further payment obligations.
CNH Industrial recognizes the contribution cost when the employees have rendered their service and includes this cost by function in Cost
of sales, Selling, general and administrative costs and Research and development costs. During the years ended December 31, 2015 and 2014,
CNH Industrial recorded expenses of $550 million and $698 million, respectively, for its defined contribution plans, inclusive of social security
contributions.
155

Defined benefit plans may be unfunded, or they may be wholly or partly funded by contributions made by an entity, and sometimes by its
employees, into an entity, or fund, that is legally separate from the employer from which the employee benefits are paid. Benefits are generally
payable under these plans after the completion of employment. Defined benefit plans are classified by CNH Industrial on the basis of the type
of benefit provided as follows: Pension plans, Healthcare plans, and Other post-employment benefits.

Pension plans
Pension obligations primarily comprise the obligations of CNH Industrial’s pension plans in the United States, the United Kingdom, and
Germany.
Under these plans, contributions are made to a separate fund (trust) that independently administers the plan assets. CNH Industrial’s funding
policy is to contribute amounts to the plan equal to the amounts required to meet the minimum funding requirements pursuant to the laws
of the applicable jurisdictions. The significant pension plans that we are required to fund are in the United States and the United Kingdom.
CNH Industrial may also choose to make discretionary contributions in addition to the funding requirements. To the extent that a fund is
overfunded, the Group is not required to make further contribution to the plan in respect of minimum performance requirements so long as
the fund is in surplus.

Healthcare plans
Healthcare plan obligations comprise obligations for healthcare and insurance plans granted to CNH Industrial employees working in the
United States and Canada. These plans generally cover employees retiring on or after reaching the age of 55 who have completed at least
10 years of employment. CNH Industrial U.S. salaried and non-represented hourly employees and Canadian employees hired after January
1, 2001 and January 1, 2002, respectively, are not eligible for postretirement healthcare and life insurance benefits under the CNH Industrial
plans. These benefits may be subject to deductibles, co-payment provisions and other limitations, and CNH Industrial has reserved the right to
change or terminate these benefits, subject to the provisions of any collective bargaining agreement. These plans are not required to be funded.
However, beginning in 2007, CNH Industrial began making contributions on a voluntary basis to a separate and independently managed fund
established to finance the North American healthcare plans.

Other post-employment benefits


Other post-employment benefits consist of obligations for Italian Employee Leaving Entitlements up to December 31, 2006, loyalty bonus
in Italy and various other similar plans in France, Germany and Belgium. Until December 31, 2006, Italian companies with more than 50
employees were required to accrue for benefits paid to employees upon them leaving the company. The scheme has since changed to a defined
contribution plan. The obligation on our consolidated balance sheet represents the residual reserve for years until December 31, 2006. Loyalty
bonus is accrued for employees who have reached certain service seniority and are generally settled when employees leave the company.
These plans are not required to be funded and, therefore, have no plan assets.
Provisions for employee benefits at December 31, 2015 and 2014 are as follows:

($ million) At December 31, 2015 At December 31, 2014


Post-employment benefits:
Healthcare plans 1,052 1,136
Pension plans 807 958
Other 341 449
Total Post-employment benefits 2,200 2,543

Other provisions for employees 218 210


Other long-term employee benefits 76 78
Total Provision for employee benefits 2,494 2,831

Defined benefit plan assets 6 20


Total Defined benefit plan assets 6 20

The item Other provisions for employees consists of the best estimate at the balance sheet date of short-term employee benefits payable by
the Group within twelve months from the end of the period in which the employees render the related service.
The item Other long-term employee benefits consists of the Group’s obligation for those benefits generally payable during employment on
reaching a certain level of seniority in the company or when a specified event occurs, and reflects the probability of payment and the length
of time over which this will be made.
156 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

In 2015 and in 2014 changes in Other provisions for employees and in Other long-term employee benefits are as follows:

Change in the scope


of consolidation and
($ million) At December 31, 2014 Provision Utilization other changes At December 31, 2015
Other provisions for employees 210 85 (36) (41) 218
Other long-term employee benefits 78 3 (6) 1 76
Total 288 88 (42) (40) 294

Change in the scope


of consolidation and
($ million) At December 31, 2013 Provision Utilization other changes At December 31, 2014
Other provisions for employees 266 186 (230) (12) 210
Other long-term employee benefits 91 16 (10) (19) 78
Total 357 202 (240) (31) 288

Post-employment benefits
The amounts recognized in the statement of financial position for post-employment benefits at December 31, 2015 and 2014 are as follows:

Pension plans Healthcare plans(1) Other(1)


At December 31, At December 31, At December 31,
($ million) 2015 2014 2015 2014 2015 2014
Present value of obligations 3,283 3,621 1,157 1,243 341 449
Less: Fair value of plan assets (2,482) (2,689) (105) (107) - -
Deficit/(surplus) 801 932 1,052 1,136 341 449
Effect of the asset ceiling - 6 - - - -
Net liability/(Net asset) 801 938 1,052 1,136 341 449

Reimbursement rights 1 1 - - - -

Amounts at year-end:
Liabilities 807 958 1,052 1,136 341 449
Assets (6) (20) - - - -
Net liability 801 938 1,052 1,136 341 449

(1) The healthcare and other post-employment plans are not required to be prefunded.

Changes in the present value of post-employment obligations in 2015 and 2014 are as follows:

Pension plans Healthcare plans(1) Other(1)


($ million) 2015 2014 2015 2014 2015 2014
Present value of obligation at the beginning of the year 3,621 3,445 1,243 1,108 449 498
Current service cost 29 25 8 9 8 12
Interest expense 112 134 48 51 3 8
Other costs 4 4 - - - -
Contribution by plan participants 3 3 9 9 - -

Remeasurements:
Actuarial losses/(gains) from changes in demographic assumptions (1) 60 (5) 31 (1) -
Actuarial losses/(gains) from changes in financial assumptions (155) 363 (40) 136 (21) 48
Other remeasurements (4) 4 (18) (17) (5) 1
Total remeasurements (160) 427 (63) 150 (27) 49

Exchange rate differences (150) (177) (8) (5) (43) (60)


Benefits paid (196) (200) (80) (78) (29) (31)
Past service cost - 1 - (12) - (24)
Change in scope of consolidation - - - - - -
Curtailments - - - - - -
Settlements - (41) - - - -
Other changes 20 - - 11 (20) (3)
Present value of obligation at the end of the year 3,283 3,621 1,157 1,243 341 449

(1) The healthcare and other post-employment plans are not required to be prefunded.

Other remeasurements mainly include in 2015 and 2014 the amount of experience adjustments.
157

Changes in the fair value of plan assets for post-employment benefits in 2015 and 2014 are as follows:

Pension plans Healthcare plans(1)


($ million) 2015 2014 2015 2014
Fair value of plan assets at the beginning of the year 2,689 2,669 107 98
Interest income 91 110 4 5

Remeasurements:
Return on plan assets (98) 180 (4) 6
Actuarial gains/(losses) from changes in financial assumptions - - - -
Total remeasurements (98) 180 (4) 6

Exchange rate differences (77) (99) - -


Contribution by employer 27 28 - -
Contribution by plan participants 3 3 - -
Benefits paid (167) (165) (2) (2)
Change in scope of consolidation - - - -
Settlements - (37) - -
Other changes 14 - - -
Fair value of plan assets at the end of the year 2,482 2,689 105 107

(1) The healthcare plans are not required to be prefunded.

Net benefit cost/(income) recognized during 2015 and 2014 for post-employment benefits is as follows:

Pension plans Healthcare plans Other


($ million) 2015 2014 2015 2014 2015 2014
Service cost:
Current service cost 29 25 8 9 8 12
Past service cost and (gain)/loss from curtailments and settlements - (3) - (12) - (24)
Total Service cost 29 22 8 (3) 8 (12)
Net interest expense 21 24 44 46 3 8
Other costs 4 4 - - - -
Net benefit cost/(income) recognized to profit or loss 54 50 52 43 11 (4)

Remeasurements:
Return on plan assets 98 (180) 4 (6) - -
Actuarial losses/(gains) from changes in demographic assumptions (1) 60 (5) 31 (1) -
Actuarial losses/(gains) from changes in financial assumptions (155) 363 (40) 136 (21) 48
Other remeasurements (4) 4 (18) (17) (5) 1
Total remeasurements (62) 247 (59) 144 (27) 49
Exchange rate differences (73) (78) (8) (5) (43) (60)
Net benefit cost/(income) recognized to other comprehensive income (135) 169 (67) 139 (70) (11)
Total net benefit cost/(income) recognized during the year (81) 219 (15) 182 (59) (15)
158 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

The following summarizes data from CNH Industrial’s defined benefit pension plans by significant geographical area for the years ended
December 31, 2015 and 2014:

U.S. U.K. Germany (1) Other Countries (1)


($ million) 2015 2014 2015 2014 2015 2014 2015 2014
Change in benefit obligations:
Present value of obligation at the beginning of the year 1,290 1,223 1,468 1,360 524 537 339 325
Current service cost 6 5 6 5 4 3 13 12
Interest expense 48 54 50 56 8 15 6 9
Other costs 2 1 2 1 - - - 2
Contribution by plan participants - - - - - - 3 3
Remeasurements (52) 132 (76) 198 (16) 71 (16) 26
Benefits paid (86) (86) (67) (64) (28) (34) (15) (16)
Past service costs - - - - - 1 - -
Settlements - (41) - - - - - -
Exchange rate differences and other - 2 (51) (88) (54) (69) (25) (22)
Present value of obligation at the end of the year 1,208 1,290 1,332 1,468 438 524 305 339

Change in the fair value of plans assets:


Fair value of plan assets at the beginning of the year 1,294 1,269 1,105 1,101 8 8 282 291
Interest income 48 56 38 45 - - 5 9
Remeasurements (76) 91 (25) 73 - 1 3 15
Contribution by employer - - 17 17 - - 10 11
Contribution by plan participants - - - - - - 3 3
Benefits paid (85) (85) (67) (64) - - (15) (16)
Settlements - (37) - - - - - -
Exchange rate differences and other 1 - (40) (67) (3) (1) (21) (31)
Fair value of plan assets at the end of the year 1,182 1,294 1,028 1,105 5 8 267 282
Funded status (26) 4 (304) (363) (433) (516) (38) (57)

(1) Pension benefits in Germany and some other countries are not required to be prefunded.

Changes in the effects of the asset ceiling for 2015 and 2014 are as follows:

Pension plans Healthcare plans


($ million) 2015 2014 2015 2014
Effect of the asset ceiling at the beginning of the year 6 28 - -
Other comprehensive (income)/loss (7) 23 - -
Other increase/(decrease) 1 1 - -
Effect of the asset ceiling at the end of the year - 6 - -

The weighted average durations of post-employment benefits obligations are as follows:

N° of years
Healthcare plans 12
Pension plans 13
Other 10
159

Assumptions
Post-employment benefits are calculated on the basis of the following main assumptions:

Assumptions used to determine funded status at year-end


At December 31, 2015 At December 31, 2014
Healthcare Healthcare
(in %) Pension plans plans Other Pension plans plans Other
Weighted-average discount rates 3.49 4.27 2.04 3.21 3.96 1.81
Weighted-average rate of compensation increase 2.73 2.50 1.25 3.11 3.00 2.27
Weighted-average, initial healthcare cost trend rate n/a 6.98 n/a n/a 7.23 n/a
Weighted-average, ultimate healthcare cost trend rate (*) n/a 5.00 n/a n/a 5.00 n/a

Assumptions used to determine expense at year-end


At December 31, 2015 At December 31, 2014
Healthcare Healthcare
(in %) Pension plans plans Other Pension plans plans Other
Weighted-average discount rates 3.21 3.96 1.80 4.05 4.67 2.97
Weighted-average rate of compensation increase 3.11 3.00 2.23 3.35 3.42 2.64
Weighted-average, initial healthcare cost trend rate n/a 7.23 n/a n/a 8.19 n/a
Weighted-average, ultimate healthcare cost trend rate (*) n/a 5.00 n/a n/a 5.00 n/a

(*) CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2024 and 2018 for U.S. and Canada plans, respectively.

Assumed discount rates are used in measurements of pension, healthcare and other post-employment benefit obligations and net interest
on the net defined benefit liability/asset. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on
high-quality fixed income investments at the measurement date. The discount rates for the U.S., European, U.K. and Canadian obligations are
based on a benefit cash flow-matching approach and represent the rates at which the benefit obligations could effectively be settled as of the
measurement date, December 31. The benefit cash flow-matching approach involves analyzing CNH Industrial’s projected cash flows against a
high quality bond yield curve, mainly calculated using a wide population of AA-yield corporate bonds subject to minimum amounts outstanding
and meeting other defined selection criteria. The discount rates for the CNH Industrial’s remaining obligations are based on benchmark yield
data of high-quality fixed income investments for which the timing and amounts of payments approximate the timing and amounts of projected
benefit payments.
The assumed healthcare trend rate represents the rate at which healthcare costs are assumed to increase. Rates are determined based on
CNH Industrial’s specific experience, consultation with actuaries and outside consultants, and various trend factors including general and
healthcare sector-specific inflation projections from the United States Department of Health and Human Services Healthcare Financing
Administration The initial trend is a short-term assumption based on recent experience and prevailing market conditions. The ultimate trend
is a long-term assumption of healthcare cost inflation based on general inflation, incremental medical inflation, technology, new medicine,
government cost-shifting, utilization changes, an aging population, and a changing mix of medical services.
In October 2014, the Society of Actuaries (“SOA”) in the United States issued updated mortality table (“RP-2014”) and mortality improvement
scale (“MP-2014”). Accordingly, CNH Industrial reviewed the historical mortality experience and demographic characteristics of its U.S.
pension and Healthcare plan participants and has decided to adopt the variants of Blue Collar tables of RP-2014 as the base mortality tables,
and Male Scale BB as opposed to MP-2014 as the mortality improvement scale. CNH Industrial management believes the new mortality
assumptions most appropriately represent its plans’ experience and characteristics. The adoption of the new mortality assumptions resulted
in a total increase of $69 million to the Group’s benefit obligations at December 31, 2014, of which, $37 million was related to Pension plans
and $32 million to Healthcare plans.
Beginning in 2016, CNH Industrial will change the method used to estimate the service cost and net interest components of the net benefit
cost. The new method uses the spot yield curve approach to estimate the service cost and net interest components by applying the specific
spot rates along the yield curve used to determine the net benefit obligations to relevant projected cash outflows. Prior to 2016, those costs
were determined using a single weighted-average discount rate. The change does not affect the measurement of the total benefit obligations.
CNH Industrial will change to the new method to provide a more precise measure of service cost and net interest expense by improving the
correlation between the projected benefit cash flows and the discrete spot yield curve rates. CNH Industrial will account for this change as a
change in estimate prospectively beginning in the first quarter of 2016. The decrease in the 2016 net benefit cost, primarily in the net interest
expense, is estimated to be approximately $13 million compared to the previous method.
160 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Assumed discount rates and healthcare cost trend rates have a significant effect on the amount recognized in the 2015 financial statements. A
one percentage point change in the assumed discount rates would have the following effects:

One percentage One percentage


($ million) point increase point decrease
Effect on healthcare defined benefit obligation at December 31, 2015 (120) 147
Effect on pension plans defined benefit obligation at December 31, 2015 (379) 456

A one percentage point change in the assumed healthcare cost trend rates would have the following effects:

One percentage One percentage


($ million) point increase point decrease
Effect on healthcare defined benefit obligation at December 31, 2015 149 (121)

Plan assets
The investment strategy for the plan assets depends on the features of the plan and on the maturity of the obligations. Typically, less mature
plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth exceeding the rate of
inflation. More mature plan benefit obligations are funded using more fixed income securities as they are expected to produce current income
with limited volatility. Risk management practices include the use of multiple asset classes and investment managers within each asset class for
diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored. Plan assets do not
include treasury shares of CNH Industrial N.V. or properties occupied by Group companies.
The fair value of the plan assets at December 31, 2015 may be disaggregated by asset class and level as follows. Fair value levels presented
below are described in the “Significant accounting policies – Fair value measurement” section of these Notes.

Fair value of plan assets at December 31, 2015


($ million) Total Level 1 Level 2 Level 3
Equity securities:
U.S. equities – Large cap 53 15 38 -
U.S. equities – Mid cap - - - -
U.S. equities – Small cap - - - -
Non-U.S. equities 289 - 289 -
Total equity securities 342 15 327 -

Fixed income securities:


U.S. government bonds 305 302 3 -
U.S. corporate bonds 504 - 504 -
Non-U.S. government bonds 611 17 594 -
Non-U.S. corporate bonds 112 - 112 -
Mortgage backed securities 1 - 1 -
Other fixed income 12 - 12 -
Total fixed income securities 1,545 319 1,226 -

Other types of investments:


Mutual funds (1) 537 - 537 -
Insurance contracts 135 - - 135
Derivatives - Credit contracts - - - -
Real estate - - - -
Other (2) 8 - 8 -
Total other types of investments 680 - 545 135
Cash 20 1 19 -
Total 2,587 335 2,117 135

(1) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.
(2) This category includes primarily commingle funds, which invest in both U.S. and non-U.S. equity securities.
161

The fair value of the plan assets at December 31, 2014 may be disaggregated by asset class and level as follows. Fair value levels presented
below are described in the “Significant accounting policies – Fair value measurement” section of these Notes.

Fair value of plan assets at December 31, 2014


($ million) Total Level 1 Level 2 Level 3
Equity securities:
U.S. equities – Large cap - - - -
U.S. equities – Mid cap - - - -
U.S. equities – Small cap - - - -
Non-U.S. equities 15 15 - -
Total equity securities 15 15 - -

Fixed income securities:


U.S. government bonds 346 336 10 -
U.S. corporate bonds 534 - 534 -
Non-U.S. government bonds 682 17 665 -
Non-U.S. corporate bonds 116 - 116 -
Mortgage backed securities 1 - 1 -
Other fixed income 31 - 31 -
Total fixed income securities 1,710 353 1,357 -

Other types of investments:


Mutual funds (1) 556 - 556 -
Insurance contracts 128 - - 128
Derivatives - Credit contracts 4 4 - -
Real estate - - - -
Other (2) 350 - 350 -
Total other types of investments 1,038 4 906 128
Cash 33 - 33 -
Total 2,796 372 2,296 128

(1) This category includes mutual funds, which primarily invest in non-U.S. equities and non-U.S. corporate bonds.
(2) This category includes primarily commingled funds, which invest in both U.S. and non-U.S. equity securities.

Contribution
CNH Industrial expects to contribute approximately $34 million to its pension plans in 2016.
The benefit expected to be paid from the benefit plans, which reflect expected future years of service, and the Medicare subsidy expected
to be received are as follows:

Expected benefit payments


($ million) 2016 2017 2018 2019 2020 2021 to 2026 Total
Post-employment benefits:
Healthcare plans 73 72 71 71 70 339 696
Pension plans 189 189 188 189 193 964 1,912
Other 21 21 25 24 27 113 231
Total Post-employment benefits 283 282 284 284 290 1,416 2,839

Other long-term employee benefits 5 7 8 8 7 33 68


Total 288 289 292 292 297 1,449 2,907

Potential outflows in the years after 2016 are subject to a number of uncertainties, including future asset performance and changes in
assumptions.
162 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

26. Other provisions


Changes in Other provisions are as follows:

At At
December Release to Other December
($ million) 31, 2014 Charge Utilization income changes 31, 2015
Warranty and technical assistance provision 1,020 738 (723) (23) (104) 908
Restructuring provision 107 45 (87) (1) (7) 57
Investment provision 6 - - - 1 7
Other risks 2,422 3,212 (3,333) (32) (146) 2,123
Total Other provisions 3,555 3,995 (4,143) (56) (256) 3,095

The warranty and technical assistance provision represents management’s best estimate of commitments given by the Group for contractual,
legal or constructive obligations arising from product warranties given for a specified period of time which begins at the date of delivery
to the customer. This estimate has been calculated considering past experience and specific contractual terms. This provision also includes
management’s best estimate of the costs that are expected to be incurred in connection with product defects that could result in a larger recall
of vehicles. This provision for risks is developed through an assessment of reported damages or returns on a case-by-case basis.
The restructuring provision includes the estimated amount of benefits payable to employees on termination in connection with restructuring
plans amounting to $31 million at December 31, 2015 ($80 million at December 31, 2014), facility related costs amounting to $5 million at
December 31, 2015 ($22 million at December 31, 2014) and other costs totaling $21 million at December 31, 2015 ($5 million at December
31, 2014).
The total balance at December 31, 2015 relates to restructuring programs of the following segments: Commercial Vehicles $20 million ($58
million at December 31, 2014), Agricultural Equipment $5 million ($21 million at December 31, 2014), Construction Equipment $31 million
($25 million at December 31, 2014), and Financial Services $1 million (zero at December 31,2014).
At December 31, 2015, the remaining cost expected to be incurred for existing restructuring plans is approximately $80 million, which is
expected to be incurred primarily in 2016. CNH Industrial now estimates a total cumulative charge of approximately $360 million between
2014-2016 for the efficiency program, as additional restructuring actions have been identified. The combined benefits of the efficiency
program’s actions will result in estimated savings of approximately $200 million per year.
The provision for other risks represents the amounts set aside by the individual companies of the Group principally in connection with
contractual and commercial risks and disputes. The more significant balances of these provisions are as follows:

($ million) At December 31, 2015 At December 31, 2014


Marketing and sales incentives programs 1,166 1,413
Legal proceedings and other disputes 361 414
Commercial risks 396 390
Environmental risks 37 38
Other reserves for risk and charges 163 167
Total Other risks 2,123 2,422

A description of these follows:


Marketing and sales incentives program - these provisions relate to sales incentives that are offered on a contractual basis to the dealer
networks and primarily given if the dealers achieve a specific cumulative level of sales transactions during the calendar year. This provision is
estimated based on information available for the sales made by the dealers during the calendar year.
Legal proceedings and other disputes - this provision represents management’s best estimate of the liability to be recognized by the Group
with regard to:
Legal proceedings arising in the ordinary course of business with dealers, customers, suppliers or regulators (such as contractual, patent
or antitrust disputes).
Legal proceedings involving claims with active and former employees.
Legal proceedings involving certain tax authorities.
None of these provisions is individually significant. Each Group company recognizes a provision for legal proceedings when it is deemed
probable that the proceedings will result in an outflow of resources. In determining their best estimate of the probable liability, each Group
company assesses its legal proceedings on a case-by-case basis to estimate the probable losses that typically arise from events of the type giving
163

rise to the liability. Their estimate takes into account, as applicable, the views of legal counsel and other experts, the experience of the company
and others in similar situations and the company’s intentions with regard to further action in each proceeding. CNH Industrial’s consolidated
provision combines the individual provisions established by each of the Group’s companies.
Commercial risks - this provision includes the amount of obligations arising in connection with the sale of products and services such as
maintenance contracts. An accrual is made when the expected costs to complete the services under these contracts exceed the revenues
expected to be realized.
Environmental risks – this provision represents management’s best estimate of the Group’s probable environmental obligations. Amounts
included in the estimate comprise direct costs to be incurred in connection with environmental obligations associated with current or
formerly owned facilities and sites. This provision also includes costs related to claims on environmental matters.

27. Debt
Credit Facilities
Lenders of committed credit facilities have the obligation to make advances up to the facility amount. Lenders of uncommitted facilities have
the right to terminate the agreement with prior notice to CNH Industrial. At December 31, 2015, available committed lines of credit expiring
after twelve months amounted to $3.0 billion ($2.7 billion at December 31, 2014). The Company has credit facilities available in varying
currencies that have various maturity dates up to 2019.
In 2014, the Company signed a five-year committed revolving credit facility for €1.75 billion, replacing an existing three-year €2 billion
committed revolving credit facility which was scheduled to mature in February 2016. The €1.75 billion ($2.1 billion) facility, guaranteed by the
parent company with cross-guarantees from each of the borrowers (i.e., CNH Industrial Finance S.p.A., CNH Industrial Finance Europe S.A.
and CNH Industrial Finance North America Inc.), envisages typical provisions for contracts of this type and size, such as: financial covenants
(Net debt/EBITDA and EBITDA/Net interest ratios relating to Industrial Activities), other covenants mainly relating to Industrial Activities
including negative pledge, pari passu, restrictions on the incurrence of indebtedness by certain subsidiaries, customary events of default (some
of which are subject to minimum thresholds and customary mitigants) including cross-default provisions, failure to pay amounts due or to
comply with certain provisions under the loan agreement, the occurrence of certain bankruptcy-related events and mandatory prepayment
obligations upon a change in control of CNH Industrial or the borrowers. The failure to comply with these provisions, in certain cases if not
suitably remedied, can lead to the requirement to make early repayment of the outstanding advances. At December 31, 2015 there were no
breaches of such commitments.

Debt
An analysis of debt by nature and due date is as follows:

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Asset-backed financing 6,692 6,252 55 12,999 6,173 7,350 64 13,587

Other debt:
Bonds 840 6,719 871 8,430 2,112 6,557 850 9,519
Borrowings from banks 1,812 2,471 114 4,397 2,257 3,127 163 5,547
Payables represented by securities 221 158 - 379 392 309 - 701
Other 127 63 63 253 211 54 82 347
Total Other debt 3,000 9,411 1,048 13,459 4,972 10,047 1,095 16,114
Total Debt 9,692 15,663 1,103 26,458 11,145 17,397 1,159 29,701

The item Asset-backed financing represents the financing received through both securitization and factoring transactions which does not
meet IAS 39 derecognition requirements and is recognized as an asset in the statement of financial position. In 2015 there was an increase of
approximately $62 million in asset backed financing, excluding exchange differences.
During the year Other debt decreased, net of exchange differences, by $760 million. The decrease is mainly due to bond repayments of $1,876
million, net decrease in borrowings from banks and other securities of $173 million, partially offset by the issuance of new bonds for $1,311
million.
164 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

The major bond issues outstanding at December 31, 2015 are the following:

Face value Outstanding


of outstanding amount
Currency bonds (in million) Coupon Maturity ($ million)
Global Medium Term Notes:
CNH Industrial Finance Europe S.A. (1) EUR 1,200 6.25% March 9, 2018 1,306
CNH Industrial Finance Europe S.A. (1) EUR 1,000 2.75% March 18, 2019 1,089
CNH Industrial Finance Europe S.A. (1) EUR 700 2.875% September 27, 2021 762
CNH Industrial Finance Europe S.A. (1) EUR 100 3.5% November 12, 2025 109
Total Global Medium Term Notes 3,266
Other bonds:
CNH Industrial America LLC USD 254 7.25% January 15, 2016 254
CNH Industrial Capital LLC USD 500 6.25% November 1, 2016 500
CNH Industrial Capital LLC USD 500 3.25% February 1, 2017 500
Case New Holland Industrial Inc. USD 1,500 7.875% December 1, 2017 1,500
CNH Industrial Capital LLC USD 600 3.625% April 15, 2018 600
CNH Industrial Capital LLC USD 600 3.875% July 16, 2018 600
CNH Industrial Capital LLC USD 500 3.375% July 15, 2019 500
CNH Industrial Capital LLC USD 600 4.375% November 6, 2020 600
Total Other bonds 5,054
Hedging effect and amortized cost valuation 110
Total Bonds 8,430

(1) Bond listed on the Irish Stock Exchange.

During 2015, the following bonds were issued:


In June 2015, CNH Industrial Capital LLC issued $600 million of debt securities at an annual fixed rate of 3.875% due in 2018.
In November 2015, CNH Industrial Capital LLC issued $600 million of debt securities at an annual fixed interest rate of 4.375% (the “4.375%
Notes”) due in 2020.
In November 2015, CNH Industrial Finance Europe S.A. issued €100 million of 3.500% bonds at 99.173% due in November 2025.
The bonds issued by the Group may contain commitments of the issuer, and in certain cases commitments of CNH Industrial N.V. in its
capacity as guarantor, which are typical of international practice for bond issues of this type such as, in particular, negative pledge (in relation to
quoted indebtedness), pari passu and cross default clauses. A breach of these commitments can lead to the early repayment of the issued notes.
In addition, the bonds guaranteed by CNH Industrial N.V. under the Global Medium Term Note Programme, contain clauses which could lead
to early repayment if there is a change of control of CNH Industrial N.V. leading to a rating downgrading.
The Group intends to repay the issued bonds in cash at the due date by utilizing available liquid resources. In addition, the companies in the
Group may from time to time buy back their issued bonds. Such buy backs, if made, depend upon market conditions, the financial situation of
the Group and other factors which could affect such decisions.
The annual interest rates and the nominal currencies of debt at December 31, 2015 are as follows:

Interest rate
Total
from 5% to from 7.5% to from 10% to greater than at December
($ million) less than 5% 7.5% 10% 12.5% 12.5% 31, 2015
U.S. dollar 11,425 765 1,500 - - 13,690
Euro 6,369 1,307 - - - 7,676
Brazilian real 98 994 86 69 974 2,221
Canadian dollar 1,466 - - - - 1,466
Australian dollar 773 - - - - 773
British pound 212 - - - - 212
Chinese renminbi 26 144 - - - 170
Polish zloty 104 - - - - 104
Argentine peso - - 10 - 60 70
Turkish lira - - - - 37 37
Danish krone 20 - - - - 20
Other - 15 - - 4 19
Total Debt 20,493 3,225 1,596 69 1,075 26,458

Debt with annual nominal interest rates in excess of 12.5% principally relates to the companies operating in Argentina and Brazil.
165

For further information on the management of interest rate and currency risk reference should be made to the section “Risk Management”
and to Note 33.
At December 31, 2015 the Group had outstanding financial lease agreements for certain property, plant and equipment whose net carrying
amount totaling $89 million ($108 million at December 31, 2014) is included in Property, plant and equipment (Note 15). Payables for finance
leases included in Other debt amount to $53 million at December 31, 2015 ($64 million at December 31, 2014) and may be analyzed as follows:

At December 31, 2015 At December 31, 2014


Due between Due between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Minimum future lease payments 6 22 27 55 7 28 31 66
Interest expense - - (2) (2) - (1) (1) (2)
Present value of minimum lease payments 6 22 25 53 7 27 30 64

As discussed in Note 15, finance lease payables also relate to suppliers’ assets recognized in the Consolidated Financial Statements in accordance
with IFRIC 4.
Debt secured with mortgages and other liens on assets of the Group amounts to $135 million at December 31, 2015 ($150 million at December
31, 2014); this amount includes $53 million ($64 million at December 31, 2014) due to creditors for assets acquired under finance leases. The
total carrying amount of assets acting as security for loans amounts to $169 million at December 31, 2015 ($192 million at December 31, 2014).
In addition, the Group’s assets include current receivables and cash with a pre-determined use to settle asset-backed financing of $12,999
million at December 31, 2015 ($13,587 million at December 31, 2014).

28. Trade payables


An analysis by due date of trade payables is as follows:

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Trade payables 5,304 33 5 5,342 5,975 6 1 5,982

The carrying amount of Trade payables is in line with their fair value at the balance sheet date.

29. Other current liabilities


An analysis of Other current liabilities is as follows:

($ million) At December 31, 2015 At December 31, 2014


Advances on buy-back agreements 2,147 1,962
Indirect tax payables 399 471
Accrued expenses and deferred income 457 570
Payables to personnel 215 260
Social security payables 193 228
Other 496 464
Total Other current liabilities 3,907 3,955

An analysis of Other current liabilities (excluding Accrued expenses and deferred income) by due date is as follows:

At December 31, 2015 At December 31, 2014


Due between Due between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Other current liabilities (excluding Accrued
expenses and deferred income) 2,002 1,371 77 3,450 2,262 1,040 83 3,385
166 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Advances on buy-back agreements refer to new vehicles sold with the buy-back commitment from Commercial Vehicles included in Property,
plant and equipment. As described in section “Significant accounting policies”, the initial sale price received for such products is recognized as
Advances on buy-back agreements. The difference between the initial sale price and the buy-back price is recognized as rental revenue on a
straight-line basis over the term of the operating lease. The balance of Advances on buy-back agreements at December 31, 2015 and 2014
represented a sum of the deferred rental revenue and the guaranteed buy-back price.

30. Commitments and contingencies


As a global Group with a diverse business portfolio, CNH Industrial is exposed to numerous legal risks, including dealer and supplier litigation,
intellectual property right disputes, product warranty and defective product claims, product performance, asbestos, personal injury, emissions
and/or fuel economy and contractual issues and environmental claims that arise in the ordinary course of our business. The most significant of
these matters are described below.
The outcome of any current or future proceedings, claims or investigations cannot be predicted with certainty. Adverse decisions in one or
more of these proceedings, claims or investigations could require CNH Industrial to pay substantial damages, or undertake service actions,
recall campaigns or other costly actions. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not
fully covered, by insurers’ compensation payments and could affect CNH Industrial’s financial position and results.
When it is probable that an outflow of resources embodying economic benefits will be required to settle obligations and this amount can be
reliably estimated, CNH Industrial recognizes specific provisions for this purpose. At December 31, 2015, contingent liabilities estimated by the
Group amount to approximately $40 million (approximately $41 million at December 31, 2014), for which no provisions have been recognized
since an outflow of resources is not considered probable at the present time.
Although the ultimate outcome of legal matters pending against CNH Industrial and its subsidiaries cannot be predicted, CNH Industrial
believes the reasonable possible range of losses for these unresolved legal matters in addition to the amounts accrued would not have a
material effect on its Consolidated Financial Statements.

Other litigation and investigation


Starting January 2011, Iveco S.p.A., our wholly owned subsidiary, and certain of its competitors have been subject to an investigation being
conducted by the European Commission (the “Commission”) into certain business practices of the leading manufacturers of trucks and
commercial vehicles in the European Union in relation to alleged anti-competitive behavior.
On November 20, 2014, we received a Statement of Objections from the European Commission alleging that Iveco and other companies in
the heavy and medium truck industry had breached EU antitrust rules. The Commission indicated that it would seek to impose significant fines
on the manufacturers. The Statement of Objections is a formal step in the Commission’s investigative process and details the Commission’s
preliminary view of the conduct of the companies involved.
The Statement of Objections is not a final decision and, as such, it does not prejudice the final outcome of the proceedings. Under the
applicable procedural rules, the Commission will review the manufacturers’ responses before issuing a decision and any decision would be
subject to further appeals.
We are evaluating the Statement of Objections and the documents in the Commission’s case file, and intend to issue our response to the
Commission in due course and to avail ourselves of any opportunity allowed by the procedure to clarify our position in this matter. Given the
numerous uncertainties in the next stages of the investigation, we are unable to predict the outcome or to estimate any potential fine at this
time. CNH Industrial does not provide further information on this antitrust investigation and the associated risk for the Group in order not
to impair the outcome of the proceedings.

Commitments
CNH Industrial has entered operating lease contracts for the right to use industrial buildings and equipment with an average term of 10-20
years and 3-5 years, respectively. Total future minimum lease payments under non-cancellable lease contracts are as follows:

At December 31, 2015 At December 31, 2014


Due between Due between
Due within one and Due beyond Due within one and Due beyond
($ million) one year five years five years Total one year five years five years Total
Future minimum lease payments under
operating lease contracts 73 162 34 269 72 146 35 253

In 2015, the Group recognized costs for lease payments of $69 million ($58 million in 2014).
167

At December 31, 2015, Financial Services has various agreements to extend credit for the following financing arrangements:

At December 31, 2015


($ million) Total Credit Limit Utilized Not utilized
Facility
Wholesale and dealer financing 7,007 3,770 3,237

Guarantees
CNH Industrial provided loan guarantees on the debt or commitments of third parties and performance guarantees mainly on behalf of a joint
venture related to commercial commitments of defense vehicles totaling $316 million and $383 million as of December 31, 2015 and 2014,
respectively.

Other contingencies
CNH Industrial N.V. is successor to Fiat Industrial S.p.A., a company formed as a result of the demerger of Fiat S.p.A. (which, effective October
12, 2014, was merged into Fiat Chrysler Automobiles N.V., “FCA”) in favor of Fiat Industrial S.p.A. (the “Demerger”). As such, CNH Industrial
continues to be liable jointly with FCA for the liabilities of FCA that arose prior to the effective date of the Demerger (January 1, 2011) and
were still outstanding at that date (the “Liabilities”). This statutory provision is limited to the value of the net assets transferred to Fiat Industrial
in the Demerger and survives until the Liabilities are satisfied in full. Furthermore, CNH Industrial N.V. may be responsible jointly with FCA
in relation to tax liabilities, even if such tax liabilities exceed the value of the net assets transferred to Fiat Industrial in the Demerger. At
December 31, 2015, the outstanding Liabilities amounted to approximately $1.3 billion (of which $1.1 billion consisted of bonds guaranteed
by FCA). CNH Industrial evaluated as extremely remote the risk of FCA’s insolvency and therefore no specific provision has been accrued in
respect of the above-mentioned potential joint liability.

31. Segment reporting


The operating segments through which CNH Industrial manages its operations are based on the internal reporting used by the CNH
Industrial’s Chief Operating Decision Maker (“CODM”) to assess performance and make decisions about resource allocation. The segments
are organized based on products and services provided by CNH Industrial.
CNH Industrial has five operating segments:
Agricultural Equipment designs, manufactures and distributes a full line of farm machinery and implements, including two-wheel and four-
wheel drive tractors, crawler tractors (Quadtrac®), combines, cotton pickers, grape and sugar cane harvesters, hay and forage equipment,
planting and seeding equipment, soil preparation and cultivation implements and material handling equipment. Agricultural equipment is
sold under the New Holland Agriculture and Case IH Agriculture brands, as well as the Steyr brand in Europe. Following our acquisition of
substantially all of the assets of Miller – St. Nazianz Inc. (“Miller”) in November 2014, certain agricultural equipment products are also sold
under the Miller brand, primarily in North America.
Construction Equipment designs, manufactures and distributes a full line of construction equipment including excavators, crawler dozers,
graders, wheel loaders, backhoe loaders, skid steer loaders, compact track loaders and telehandlers. Construction equipment is sold under
the New Holland Construction and Case Construction Equipment brands.
Commercial Vehicles designs, produces and sells a full range of light, medium and heavy vehicles for the transportation and distribution of
goods, under the Iveco brand, commuter buses and touring coaches under the Iveco Bus (previously Iveco Irisbus) and Heuliez Bus brands,
quarry and mining equipment under the Iveco Astra brand, firefighting vehicles under the Magirus brand and vehicles for civil defense and
peace-keeping missions under the Iveco Defence Vehicles brand.
Powertrain designs, manufactures and offers a range of propulsion and transmission systems and axles for on- and off-road applications, as
well as engines for marine application and power generation under the FPT Industrial brand.
Financial Services offers a range of financial services to dealers and customers. Financial Services provides and administers retail financing to
customers for the purchase or lease of new and used industrial equipment or vehicles and other equipment sold by CNH Industrial dealers.
In addition, Financial Services provides wholesale financing to CNH Industrial dealers. Wholesale financing consists primarily of floor plan
financing and allows the dealers to purchase and maintain a representative inventory of products.
The activities carried out by the four industrial segments Agricultural Equipment, Construction Equipment, Commercial Vehicles and
Powertrain, as well as Corporate functions, are collectively referred to as “Industrial Activities”.
168 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Revenues for each reported segment are those directly generated by or attributable to the segment as a result of its usual business activities
and include revenues from transactions with third parties as well as those deriving from transactions with other segments, recognized at
normal market prices. Segment expenses represent expenses deriving from each segment’s business activities both with third parties and other
operating segments or which may otherwise be directly attributable to it. Expenses deriving from business activities with other segments are
recognized at normal market prices.
Historically and through 2014, the CODM assessed the performance of the operating segments mainly on the basis of Trading profit/(loss),
earned by those segments, prepared in accordance with EU-IFRS. Due to the CNH Industrial’s transition to reporting under U.S. GAAP during
2014, the CODM also reviewed the 2014 performance of operating segments using Operating profit prepared in accordance with U.S. GAAP,
a non-GAAP measure.
Beginning in 2015, the CODM began reviewing the performance of and allocates resources to the operating segments using only Operating
profit of Industrial Activities calculated using U.S. GAAP measures. Operating Profit of Industrial activities under U.S. GAAP is defined as
net sales less cost of goods sold, selling, general and administrative expenses, and research and development expenses. Operating Profit of
Financial Services under U.S. GAAP is defined as revenues, less selling, general and administrative expenses, interest expenses and certain
other operating expenses. In addition, with reference to Financial Services, the CODM assesses the performance of the segment on the basis
of Net income prepared in accordance with U.S. GAAP. Furthermore, the CODM reviews net revenues, depreciation and amortization, and
expenditures for long-lived assets under U.S. GAAP by segment. Prior year segment data has been recast to conform to the current year’s
presentation.
Operating profit under U.S. GAAP by reportable segment for the years ended December 31, 2015 and 2014 is summarized as follows:

($ million) 2015 2014


Agricultural Equipment 952 1,770
Construction Equipment 90 79
Commercial Vehicles 283 29
Powertrain 186 223
Eliminations and other (79) (113)
Total Industrial Activities 1,432 1,988
Financial Services 515 554
Eliminations and other (312) (343)
Total Operating profit under U.S. GAAP 1,635 2,199

A reconciliation from consolidated Operating profit under U.S. GAAP to Profit/(loss) before taxes under EU-IFRS for the years ended
December 31, 2015 and 2014 is provided below:

($ million) 2015 2014


Operating profit under U.S. GAAP 1,635 2,199
Adjustments/reclassifications to convert from Operating profit under U.S. GAAP
to Profit/(loss) before taxes under EU-IFRS:
Gains/(losses) on the disposal of investments under EU-IFRS - -
Other unusual income/(expenses) under EU-IFRS (48) (40)
Financial income/(expenses) under EU-IFRS (805) (776)
Result from investments under EU-IFRS 48 91
Development costs, net (28) 231
Restructuring provisions (79) (192)
Other adjustments (64) (31)
Total adjustments/reclassifications (976) (717)
Profit/(loss) before taxes under EU-IFRS 659 1,482

Net income prepared under U.S. GAAP for Financial Services for 2015 and 2014 is summarized as follows, together with a reconciliation to
CNH Industrial’s consolidated Profit/(loss) before taxes under EU-IFRS for the same years:

($ million) 2015 2014


Net income of Financial Services under U.S. GAAP (A) 368 364
Net Income/(loss) of Industrial Activities under U.S. GAAP (B) 248 708
Eliminations and other (C) (368) (364)
CNH Industrial’s consolidated Net income/(loss) under U.S. GAAP (D) = (A) + (B) + (C) 248 708
Adjustments to conform with EU-IFRS (E)(*) (14) 208
Income taxes under EU-IFRS (F) 425 566
Profit/(loss) before taxes under EU-IFRS (G) = (D) + (E) + (F) 659 1,482

(*) Details about this item are provided in Note 38 “EU-IFRS to U.S. GAAP reconciliation”.
169

Net Revenues under U.S. GAAP, together with a reconciliation to the corresponding EU-IFRS consolidated item for the years ended December
31, 2015 and 2014 are provided below:

($ million) 2015 2014


Agricultural Equipment 11,025 15,204
Construction Equipment 2,542 3,346
Commercial Vehicles 9,542 10,888
Powertrain 3,560 4,464
Eliminations and other (1,992) (2,704)
Total Industrial Activities 24,677 31,198
Financial Services 1,603 1,828
Eliminations and other (368) (471)
Total Revenues under U.S. GAAP 25,912 32,555
Difference, principally classification proceeds from the final sale of
equipment sold under buy-back commitment or leased,
net of finance income of Industrial Activities 466 402
Total Revenues under EU-IFRS 26,378 32,957

Depreciation and amortization under U.S. GAAP by operating segment, together with a reconciliation to the corresponding EU-IFRS
consolidated item for the years ended December 31, 2015 and 2014 are provided below:

($ million) 2015 2014


Agricultural Equipment 303 288
Construction Equipment 70 85
Commercial Vehicles 198 209
Powertrain 123 144
Eliminations and other - (1)
Total Industrial Activities 694 725
Financial Services 5 6
Eliminations and other - -
Total Depreciation and Amortization (1) under U.S. GAAP 699 731
Difference, principally amortization of development costs capitalized under EU-IFRS 480 420
Total Depreciation and Amortization (1) under EU-IFRS 1,179 1,151

(1) Excluding assets sold with buy-back commitments and equipment on operating lease.

Expenditures for long-lived assets under U.S. GAAP by operating segment together with a reconciliation to the corresponding EU-IFRS
consolidated item for the years ended December 31, 2015 and 2014 are provided below:

($ million) 2015 2014


Agricultural Equipment 308 408
Construction Equipment 47 65
Commercial Vehicles 182 391
Powertrain 112 136
Other 4 5
Total Industrial Activities 653 1,005
Financial Services 3 17
Total Expenditures for long-lived assets (1) under U.S. GAAP 656 1,022
Difference, principally expenditure for development costs capitalized under EU-IFRS 460 676
Total Expenditures for long-lived assets (1) under EU-IFRS 1,116 1,698

(1) Excluding assets sold with buy-back commitments and equipment on operating lease.
170 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

32. Information by geographical area


CNH Industrial N.V. has its principal office in London, England, United Kingdom. Revenues earned in the U.K. from external customers were
$1,018 million and $1,064 million in 2015 and in 2014, respectively. Revenues earned in the rest of the world from external customers were
$25,360 million and $31,893 million in 2015 and in 2014, respectively. The following highlights revenues earned from external customers in the
rest of the world by destination:

($ million) 2015 2014


United States 5,804 7,679
France 2,633 2,970
Italy 2,529 2,854
Germany 1,653 1,922
Brazil 1,634 3,688
Canada 1,285 1,656
Spain 855 843
Australia 845 926
Argentina 745 553
Poland 480 561
Other 6,897 8,241
Total revenues from external customers in the rest of the world 25,360 31,893

Total non-current Assets located in U.K., excluding financial assets, deferred tax assets, defined benefit assets and rights arising under insurance
contracts were $284 million and $284 million at December 31, 2015 and 2014, respectively, and the total of such assets located in the rest of
the world totaled $14,169 million and $14,644 million at December 31, 2015 and 2014, respectively. The following highlights non-current assets
by geographical area in the rest of the world:

($ million) At December 31, 2015 At December 31, 2014


United States 5,764 5,531
Italy 2,682 3,061
France 1,098 1,133
Germany 847 856
Spain 713 733
China 552 560
Brazil 463 633
Canada 442 485
Other 1,608 1,652
Total non-current assets in the rest of the world 14,169 14,644

In 2015 and 2014, no single external customer of CNH Industrial accounted for 10 per cent or more of consolidated revenues.

33. Information on financial risks


We are exposed to the following financial risks connected with our operations:
credit risk related to our financing activities;
liquidity risk, with particular reference to the availability of funds and access to the credit market and to financial instruments in general;
market risk (primarily exchange rates and interest rates).
We attempt to actively manage these risks. The following paragraphs provide qualitative and quantitative disclosures on the effect that these
risks may have upon us.
The quantitative data reported in the following paragraphs does not have any predictive value. In particular the sensitivity analysis on market
risks does not reflect the complexity of the market or the associated reaction which may result from any changes that are assumed to take
place.
171

Credit risk
Our credit concentration risk differs in relation to the activities carried out by the individual segments and various sales markets in which we
operate; in all cases, however, the risk is mitigated by the large number of counterparties and customers. Considered from a global point of
view, however, there is a concentration of credit risk in trade receivables and receivables from financing activities, in particular dealer financing
and finance leases in the European Union market and in North America, as well as in Latin America for the main segments.
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.
The maximum credit risk to which we were theoretically exposed at December 31, 2015 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 liabilities or commitments to third
parties as discussed in Note 30.
Dealers and final customers are 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 commercial vehicles, agricultural equipment and construction equipment. These guarantees are further secured where possible by
retention of title clauses or specific guarantees on financed vehicle sales to the distribution network and on vehicles assigned under finance
leasing agreements.
Balances which are objectively uncollectible either in part or for the whole amount are written down on a specific basis if they are individually
significant. The amount of the write-down takes into account an estimate of the recoverable cash flows and the date of receipt, the costs of
recovery, and the fair value of any guarantees received. Impairment losses are recognized for receivables that are not written down on a specific
basis, but rather determined based on historical experience and statistical information.
Receivables for financing activities amounting to $19,001 million at December 31, 2015 ($21,472 million at December 31, 2014) containing
balances totaling $312 million ($128 million at December 31, 2014) that have been written down on an individual basis. Of the remainder,
balances totaling $163 million ($405 million at December 31, 2014) are past due by up to one month, while balances totaling $337 million are
past due by more than one month ($375 million at December 31, 2014). 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 and Other current receivables totaling $1,464 million at December 31, 2015 ($2,318 million at December 31, 2014) contain
balances totaling $95 million ($85 million at December 31, 2014) that have been written down on an individual basis. Of the remainder,
balances totaling $55 million ($28 million at December 31, 2014) are past due by up to one month, while balances totaling $78 million ($239
million at December 31, 2014) are past due by more than one month.

Liquidity risk
We are exposed to funding risk if there is difficulty in obtaining finance for operations at any given point in time.
The cash flows, funding requirements and liquidity of our subsidiaries are monitored on a centralized basis, under the control of our Treasuries.
The aim of this centralized system is to optimize the efficiency and effectiveness of the management of our capital resources.
Additionally, as part of our activities, we regularly carry out funding operations on the various financial markets which may take on different
technical forms and which are aimed at ensuring that it has an adequate level of current and future liquidity.
Measures taken to generate financial resources through operations and to maintain an adequate level of available liquidity are an important
factor in ensuring normal operating conditions and addressing strategic challenges. We therefore plan to meet our requirements to settle
liabilities as they fall due and to cover expected capital expenditures by using cash flows from operations and available liquidity, renewing or
refinancing bank loans and making recourse to the bond market and other forms of funding.
The two main factors that determine our liquidity situation are the funds generated by or used in operating and investing activities and the debt
lending period and its renewal features or the liquidity of the funds employed and market terms and conditions.
CNH Industrial has adopted a series of policies and procedures whose purpose is to optimize the management of funds and to reduce the
liquidity risk, as follows:
centralizing the management of receipts and payments, where it may be economical in the context of the local statutory, currency and fiscal
regulations of the countries in which we are present;
maintaining an adequate level of available liquidity;
diversifying the means by which funds are obtained and maintaining a continuous and active presence on the capital markets;
obtaining adequate credit lines; and
monitoring future liquidity on the basis of business planning.
172 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Details as to the repayment structure of the CNH Industrial’s financial assets and liabilities are provided in Note 19 “Current Receivables and
Other current assets” and in Note 27 “Debt”. Details of the repayment structure of derivative financial instruments are provided in Note 21.
Management believes that the funds currently available, together with the funds that will be generated from operating and financing activities,
will enable CNH Industrial to satisfy its requirements resulting from its investing activities and its working capital needs and to fulfill its
obligations to repay its debts at their natural due date.

Currency risk
As a multinational Group that has operations throughout the world, we are exposed to market risks from fluctuations in foreign currency
exchange and interest rates.
The exposure to foreign currency risk arises both in connection with the geographical distribution of our industrial activities compared to the
markets in which we sell our products, and in relation to the use of external borrowing denominated in foreign currencies.
The exposure to interest rate risk arises from the need to fund industrial and financial operating activities and the necessity to deploy surplus
funds. Changes in market interest rates may have the effect of either increasing or decreasing our net profit/(loss), thereby indirectly affecting
the costs and returns of financing and investing transactions.
We regularly assess our exposure to interest rate and foreign currency risk and manage those risks through the use of derivative financial
instruments in accordance with its established risk management policies.
Our policy permits derivatives to be used only for managing the exposure to fluctuations in exchange and interest rates connected with future
cash flows and assets and liabilities, and not for speculative purposes.
We utilize derivative financial instruments designated as fair value hedges, mainly to hedge:
the currency risk on financial instruments denominated in foreign currency;
the interest rate risk on fixed rate loans and borrowings.
The instruments used for these hedges are mainly currency swaps, forward contracts, interest rate swaps and combined interest rate and
currency financial instruments.
We use derivative financial instruments as cash flow hedges for the purpose of pre-determining:
the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for;
the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a pre-
defined mix of floating versus fixed rate funding structured loans.
The exchange rate exposure on forecasted commercial flows is hedged by currency swaps, forward contracts and currency options. Interest
rate exposures are usually hedged by interest rate swaps and, in limited cases, by forward rate agreements.
Counterparties to these agreements are major and diverse financial institutions.
Information on the fair value of derivative financial instruments held at the balance sheet date is provided in Note 21 “Other financial assets
and Other financial liabilities”.
Where one of our subsidiaries incurs costs in a currency different from that of its revenues, any change in exchange rates can affect the
operating profit/(loss) of that company. In 2015, the total net trade flows exposed to currency risk amounted to the equivalent of 17% of our
turnover (18% in 2014). The principal exchange rates to which we are exposed are the following:
USD/EUR, in relation to the production/purchases of Agricultural Equipment and Construction Equipment in the euro area and to sales in
dollars made by Commercial Vehicles;
USD/BRL and EUR/BRL, in relation to production in Brazil and the respective import/export flows;
USD/AUD, mainly in relation to sales made by Agricultural Equipment and Construction Equipment in Australia;
EUR/GBP, predominately in relation to sales on the U.K. market.
Trade flows exposed to changes in these exchange rates in 2015 made up approximately 70% of the exposure to currency risk from trade
transactions.
It is our policy to use derivative financial instruments to hedge a certain percentage, on average between 55% and 85%, of the forecasted
trading transaction exchange risk exposure for the coming 12 months (including risk beyond that date where it is believed to be appropriate)
and to hedge completely the exposure resulting from firm commitments.
173

Certain subsidiaries may hold trade receivables or payables denominated in a currency different from the subsidiary’s functional currency. In
addition, in a limited number of cases, subsidiaries may obtain financing or use funds in a currency different from their functional currency.
Changes in exchange rates may result in exchange gains or losses arising from these situations. It is our policy to hedge fully, whenever possible,
the exposure resulting from receivables, payables and securities denominated in foreign currencies different from the subsidiary’s functional
currency.
Certain of our subsidiaries are located in countries outside of the United States. As our reporting currency is the U.S. dollar, the income
statements of those subsidiaries are converted into U.S. dollars using the average exchange rate for the period, and while revenues and margins
are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs and the results
reported in U.S. dollars.
The assets and liabilities of consolidated companies whose functional currency is different from the U.S. dollar may acquire converted values in
U.S. dollars which differ as a function of the fluctuation in exchange rates. The effects of these changes are recognized directly in the Cumulative
Translation Adjustments reserve, included in Other comprehensive income (see Note 24).
We monitor our principal exposure to translation exchange risk, although there was no specific hedging in place at December 31, 2015.
There were no substantial changes in 2015 in the nature or structure of exposure to currency risk or in our hedging policies.

Sensitivity analysis
The potential loss in fair value of derivative financial instruments held for currency risk management (currency swaps/forwards, currency
options, interest rate and currency swaps) at December 31, 2015 resulting from a hypothetical change of 10% in the exchange rates amounts
to approximately $258 million ($255 million at December 31, 2014). The valuation model for currency options assumes that market volatility
at year-end remains unchanged.
Receivables, payables and future trade flows whose hedging transactions have been analyzed were not considered in this analysis. It is
reasonable to assume that changes in exchange rates will produce the opposite effect, of an equal or greater amount, on the underlying
transactions that have been hedged.

Interest rate risk


Our Industrial Activities make use of external funds obtained in the form of financing and invest in monetary and financial market instruments.
In addition, we sell receivables. Changes in market interest rates can affect the cost of financing, including the sale of receivables, or the return
on investments of funds, causing an impact on the level of net financial expenses incurred by us.
In addition, Financial Services provides loans (mainly to customers and dealers), financing themselves primarily using various forms of external
borrowings or asset-backed financing (e.g. securitization of receivables). Where the characteristics of the variability of the interest rate applied
to loans granted differ from those of the variability of the cost of the financing/funding obtained, changes in the current level of interest rates
can affect our operating profit.
In order to mitigate these risks, we use interest rate derivative financial instruments, mainly interest rate swaps and forward rate agreements.

Sensitivity analysis
In assessing the potential impact of changes in interest rates, we separate fixed rate financial instruments (for which the impact is assessed in
terms of fair value) from floating rate financial instruments (for which the impact is assessed in terms of cash flows).
The fixed rate financial instruments used by us consist of retail receivables, debt, ABS securities and other instruments.
The potential loss in fair value of fixed rate financial instruments (including the effect of interest rate derivative financial instruments) held at
December 31, 2015, resulting from a hypothetical, unfavorable and instantaneous change of 10% in market interest rates, would have been
approximately $15 million (approximately $25 million at December 31, 2014).
Floating rate financial instruments consist principally of cash and cash equivalents, wholesale receivables, debt and ABS securities. The effect of
the sale of receivables is also considered in the sensitivity analysis as well as the effect of hedging derivative instruments.
A hypothetical change of 10% in short-term interest rates at December 31, 2015, 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 $5 million (approximately $5 million at December 31, 2014).
This analysis is based on the assumption that there is a hypothetical change of 10% in interest rates across homogeneous categories. A
homogeneous category is defined on the basis of the currency in which the financial assets and liabilities are denominated.
174 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Other risks on derivative financial instruments


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

Sensitivity analysis
In the event of a hypothetical change of 10% in the underlying raw materials prices, the potential loss in fair value of outstanding derivative
financial instruments at December 31, 2015 linked to commodity prices would have been not significant (not significant at December 31, 2014).

34. Fair value measurement


Fair value levels presented below are described in the “Significant accounting policies – Fair value measurement” section of these Notes.

Assets and liabilities measured at fair value


The following table provides the fair value hierarchy for financial assets and liabilities that are measured at fair value, on a recurring or non-
recurring basis, in the statement of financial position at December 31, 2015 and 2014:

At December 31, 2015 At December 31, 2014


($ million) Note Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Other non-current securities (16) 1 - - 1 1 - - 1
Other financial assets (21) - 211 - 211 - 205 - 205
Total Assets 1 211 - 212 1 205 - 206
Other financial liabilities (21) - (69) - (69) - (235) - (235)
Total Liabilities - (69) - (69) - (235) - (235)

In 2015 and 2014 there were no transfers between levels in the fair value hierarchy.
Description of the valuation techniques used to determine the fair value of derivative financial instruments is included in Note 21 “Other
financial assets and Other financial liabilities”.

Assets and liabilities not measured at fair value


With reference to Cash and cash equivalents, Trade receivables, Current tax receivables, Other current assets, Trade payables and Other
current liabilities, their carrying amount approximates their fair value due to the short maturity of these items.
The following tables provide the fair value and fair value hierarchy for the most relevant categories of financial assets and liabilities that are not
measured at fair value in the Statement of financial position at December 31, 2015 and 2014:

At December 31, 2015


Total Fair Carrying
($ million) Note Level 1 Level 2 Level 3 Value value
Retail financing (19) - - 9,650 9,650 9,787
Dealer financing (19) - - 8,608 8,608 8,611
Finance leases (19) - - 564 564 557
Other receivables from financing activities (19) - - 46 46 46
Total Receivables from financing activities - - 18,868 18,868 19,001
Asset-backed financing (27) - 12,989 - 12,989 12,999
Bonds (27) 3,441 5,121 - 8,562 8,430
Borrowings from banks (27) - 4,194 - 4,194 4,397
Payables represented by securities (27) - 373 - 373 379
Other debt (27) - 253 - 253 253
Total Debt 3,441 22,930 - 26,371 26,458
175

At December 31, 2014


Total Fair Carrying
($ million) Note Level 1 Level 2 Level 3 Value value
Retail financing (19) - - 10,976 10,976 11,023
Dealer financing (19) - - 9,398 9,398 9,400
Finance leases (19) - - 959 959 955
Other receivables from financing activities (19) - - 94 94 94
Total Receivables from financing activities - - 21,427 21,427 21,472
Asset-backed financing (27) - 13,586 - 13,586 13,587
Bonds (27) 5,119 4,789 - 9,908 9,519
Borrowings from banks (27) - 5,343 - 5,343 5,547
Payables represented by securities (27) - 699 - 699 701
Other debt (27) - 347 - 347 347
Total Debt 5,119 24,764 - 29,883 29,701

The fair values of Receivables from financing activities are included in the Level 3 and have been estimated based on discounted cash flows
analysis with the most significant inputs being the market discount rates that reflect conditions applied in various reference markets on
receivables with similar characteristic, adjusted to take into account the credit risk of the counterparties.
The fair values of Bonds are included in the Level 2, with the exception of the bonds issued by CNH Industrial Finance Europe S.A. which are
included in the Level 1 and have been estimated with reference to quoted prices in active markets.
The fair values of Asset-backed financing, Borrowings from banks, Payable represented by securities and Other debt are included in the Level
2 and have been estimated based on discounted cash flows analysis using the current market interest rates at year-end adjusted for the Group
non-performance risk over the remaining term of the financial liability.

35. Related party transactions


In accordance with IAS 24, CNH Industrial’s related parties are companies and persons who are capable of exercising control or joint control
or who have a significant influence over the Group, CNH Industrial N.V.’s parent company EXOR S.p.A. and the companies that EXOR
S.p.A. controls or has a significant influence over, including Fiat Chrysler Automobiles N.V. and its subsidiaries and affiliates (“FCA” or the
“FCA Group”), Ferrari N.V. and its subsidiaries and affiliates, CNH Industrial’s unconsolidated subsidiaries, associates or joint ventures. Finally,
the members of the Board of Directors and managers of CNH Industrial with strategic responsibility and members of their families are also
considered related parties.
As of December 31, 2015, on the basis of the information published on the website of the Netherlands Authority for the Financial Markets and
in reference to the up-to-date information on the files of CNH Industrial, EXOR S.p.A. held 41.3% of CNH Industrial’s voting power and had
the ability to significantly influence the decisions submitted to a vote of CNH Industrial’s shareholders, including approval of annual dividends,
the election and removal of directors, mergers or other business combinations, the acquisition or disposition of assets and issuances of equity
and the incurrence of indebtedness. The percentage above has been calculated as the ratio of (i) the aggregate number of common shares and
special voting shares beneficially owned by EXOR S.p.A. and to (ii) the aggregate number of outstanding common shares and special voting
shares of CNH Industrial as of December 31, 2015.
In addition, CNH Industrial engages in transactions with its unconsolidated subsidiaries, joint ventures, associates and other related parties on
commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved. The Company’s
Audit Committee reviews and evaluates all significant related party transactions.
Relations between CNH Industrial N.V. and its unconsolidated subsidiaries, its joint ventures, its associates and other related parties mainly
consist of transactions of a commercial nature, which have an effect on revenues, cost of sales and trade receivables and payables.
176 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Transactions with EXOR S.p.A. and its subsidiaries and affiliates


In connection with the Demerger, Fiat (now known as FCA) and Fiat Industrial entered into a Master Services Agreement (“MSA”) which sets
forth the primary terms and conditions pursuant to which the various service provider subsidiaries of such entities provide services (such as
purchasing, tax, accounting and other back office services, security and training) to the various service receiving subsidiaries. As structured,
the applicable service provider and service receiver subsidiaries become parties to the MSA through the execution of an Opt-In letter which
may contain additional terms and conditions. Pursuant to the MSA, service receivers are required to pay to service providers the actual cost
of the services plus a negotiated margin. Subsidiaries of FCA provide CNH Industrial with administrative services such as accounting, cash
management, maintenance of plant and equipment, security, information systems and training under the terms and conditions of the MSA and
the applicable Opt-in Letters. Additionally, CNH Industrial sells engines and light commercial vehicles to, and purchases engine blocks and other
components from, FCA Group companies. These transactions with FCA are reflected in the Consolidated Financial Statements as follows:

($ million) 2015 2014


Net revenues 762 943
Cost of sales 463 551
Selling, general and administrative costs 161 234

($ million) At December 31, 2015 At December 31, 2014


Trade receivables 14 27
Trade payables 136 139

EXOR S.p.A. is a major investment holding company in Europe. Among other things, EXOR S.p.A. manages a portfolio that includes investments
in FCA. On September 1, 2015, EXOR S.p.A. closed the sale of its interest in Cushman & Wakefield to DTZ. During the year ended December
31, 2015 and 2014, CNH Industrial purchased real estate services from Cushman & Wakefield. The related transaction amounts were
insignificant during 2015 and 2014.

Transactions with joint ventures


CNH Industrial sells commercial vehicles, agricultural equipment and construction equipment, and provides technical services to joint ventures
such as IVECO - OTO MELARA Società consortile a responsabilità limitata, CNH de Mexico SA de CV, Turk Traktor ve Ziraat Makineleri
A.S., and New Holland HFT Japan Inc. CNH Industrial also purchases equipment from joint ventures, such as Turk Traktor ve Ziraat Makineleri
A.S. These transactions primarily affected revenues, finance and interest income, cost of goods sold, trade receivables and payables and are
presented as follows:

($ million) 2015 2014


Net revenues 630 746
Cost of sales 430 564

($ million) At December 31, 2015 At December 31, 2014


Trade receivables 48 79
Trade payables 141 132

At December 31, 2015 and 2014, CNH Industrial had pledged guarantees on commitments of its joint venture for an amount of $203 million
and $277 million, respectively, mainly related to IVECO - OTO MELARA Società consortile a responsabilità limitata.

Transactions with associates


CNH Industrial sells trucks and commercial vehicles and provides services to associates. In 2015, revenues from associates totaled $58 million
($97 million in 2014) and mainly related to transactions with IVECO-AMT Ltd. At December 31, 2015 receivables arising from the revenues
discussed above amounted to $16 million ($68 million at December 31, 2014). Trade payables to associates amounted to $14 million at
December 31, 2015 ($10 million at December 31, 2014).
177

Transactions with unconsolidated subsidiaries


Revenues from transactions with unconsolidated subsidiaries amount to $12 million in 2015 (zero in 2014). Receivables arising from these
revenues amount to $8 million at December 31, 2015 (zero at December 31, 2014). At December 31, 2015, trade payables to unconsolidated
subsidiaries amount to $1 million ($2 million at December 31, 2014).

Transactions with other related parties


There was no such activity in 2015 and 2014

Compensation to Directors and Key Management


The fees of the Directors of CNH Industrial N.V. for carrying out their respective functions, including those in other consolidated companies,
amount to $26 million in 2015 and to $30 million in 2014. These amounts include the notional compensation cost arising from stock grants
awarded to the Chairman, the Chief Executive Officer and certain Directors.
The aggregate expense incurred in 2015 for the compensation of Executives with strategic responsibilities of the Group amounts to
approximately $27 million ($28 million in 2014). This amount is inclusive of the notional compensation cost for share-based payments.

36. Acquisitions and Disposals of subsidiaries and other investments


Acquisitions
The Group made no significant acquisitions of subsidiaries in 2015.
As discussed in the section “Business combinations”, on November 26, 2014, CNH Industrial completed the acquisition of substantially all
of the assets of Miller, a leading manufacturer of precision spraying equipment, for total consideration of $106 million. This transaction has
been accounted for as an acquisition in accordance with IFRS 3 - Business Combinations, and the Group has accordingly applied the acquisition
method, finalized in December.
The identifiable assets acquired and liabilities assumed have been recognized at their fair values at the Acquisition date (November 26, 2014)
and are set out below:

At the
($ million) Acquisition date
Non-current assets 86
Current assets 30
Total assets acquired (a) 116
Liabilities assumed (b) 10
Net assets acquired/(Net liabilities assumed) (a) – (b) 106

The transaction led to the recognition of goodwill of $8 million given the favorable earnings prospects of the business forming part of the
transaction.
The consideration paid in this business combination is set out below, together with the resulting cash flows:

At the
($ million) Acquisition date
Consideration due 106
Consideration deferred -
Total Consideration 106

Cash outflows:
Cash and cash equivalents paid 106
Cash and cash equivalents received -
Total cash flows paid/(received) 106
178 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Disposals
The Group made no significant disposals of investments in 2015 and 2014.

37. Explanatory notes to the Statement of Cash Flows


The Statement of cash flows sets out changes in cash and cash equivalents during the year. As required by IAS 7 - Cash Flow Statements, cash
flows are separated into operating, investing and financing activities. The effects of changes in exchange rates on cash and cash equivalents are
shown separately under the line item Translation exchange differences.
The Group presents supplemental discussion and disclosure regarding the statement of cash flows within this Note for the purpose of
additional analysis. Certain items discussed below, are reflected within the consolidated statement of cash flows either on an aggregate or net
basis, and accordingly have been discussed further as set forth below.

Operating activities
Cash flows from/(used in) operating activities derive mainly from the Group’s main revenue producing activities.
Adjustments to exclude non-cash effects related to the sale of vehicles under buy-back commitments are included under operating activities
in a single line item which includes changes in working capital, capital expenditures, amortization, depreciation and impairment losses. This
item also includes gains and losses arising from the sales of vehicles transferred under buy-back commitments that occur before the end of the
agreement term without repossession of the vehicle.
Change in operating lease items comprises capital expenditures for assets under operating lease and reflects adjustments to exclude non-cash
items such as amortization, depreciation, impairment losses and changes in inventories.
The adjustment to exclude Other non-cash items of $271 million in 2015 ($157 million in 2014) includes an amount of $222 million ($108
million in 2014) related to result from investments net of impairment losses on assets recognized during the year.
Changes in working capital for 2015 and 2014 are summarized as follows:

($ million) 2015 2014


Change in trade receivables 337 281
Change in inventories 527 (167)
Change in trade payables (164) (862)
Change in other receivables/payables 9 43
Change in working capital 709 (705)

The Cash flows for income tax payments net of refunds in 2015 amount to $345 million ($744 million in 2014).
Total interest of $945 million was paid and interest of $821 million was received in 2015 (interest of $944 million was paid in 2014, and interest
of $1,000 million was received in 2014).

Investing activities
Cash flows from/(used in) investing activities represent the extent to which expenditures have been made for resources intended to generate
future income and cash flows. Only expenditures resulting in an asset recognized in the balance sheet are classified as investing activities in the
Statement of cash flows. In particular, Cash flows from/(used in) investing activities include net change in receivables from financing activities
that may be analyzed as follows:

($ million) 2015 2014


Change in dealer financing (58) (1,089)
Change in retail financing 332 (300)
Change in finance leases 315 405
Change in other receivables from financing activities 46 61
Net change in receivables from financing activities 635 (923)

Liquidity generated by the decrease in receivables from financing activities in 2015 was primarily a result of lower levels of financing provided
to both dealers and customers in NAFTA.
Consideration for the acquisition and disposal of subsidiaries and of other investments is discussed in Note 36.
179

Financing activities
The net change in other financial payables and other financial assets/liabilities mainly reflects changes in borrowings from banks and in asset-
backed financing, together with changes in other financial assets and other financial liabilities (consisting of derivative financial instruments
measured at fair value at the balance sheet date, as indicated in Note 21 above).
Changes in 2015 and 2014 are summarized as follows:

($ million) 2015 2014


Change in asset-backed financing 62 (507)
Change in borrowings from banks and other financial payables 49 (286)
Net change in other financial payables 111 (793)

Net change in other financial assets and other financial liabilities (36) (15)
Net change in other financial payables and other financial assets/liabilities 75 (808)

38. EU-IFRS to U.S. GAAP reconciliation


These Consolidated Financial Statements have been prepared in accordance with the EU-IFRS (refer to section “Significant accounting policies”,
paragraph “Basis of preparation”, for additional information).
Starting from the Annual Report on Form 20-F at December 31, 2013, CNH Industrial has begun to report financial results under U.S. GAAP
for U.S. reporting and investor presentation purposes, continuing to report under EU-IFRS for European listing purposes and for Dutch law
requirements.
EU-IFRS differ in certain significant respects from U.S. GAAP. In order to help readers to understand the difference between the Group’s
two sets of financial statements, CNH Industrial has provided, on a voluntary basis, a reconciliation from EU-IFRS to U.S. GAAP as follows:

Reconciliation of Profit
($ million) Note 2015 2014
Profit in accordance with EU-IFRS 234 916
Adjustments to conform with U.S. GAAP:
Development costs, net (a) 28 (231)
Goodwill and other intangible assets (b) (8) (8)
Defined benefit plans (c) (47) (56)
Restructuring provisions (d) (5) 8
Other adjustments (e) (19) (20)
Tax impact on adjustments (f) (1) 103
Deferred tax assets and tax contingencies recognition (g) 66 (4)
Total adjustments 14 (208)
Net income in accordance with U.S. GAAP 248 708

Reconciliation of Total Equity


($ million) Note At December 31, 2015 At December 31, 2014
Total Equity in accordance with EU-IFRS 7,217 7,577
Adjustments to conform with U.S. GAAP:
Development costs, net (a) (2,536) (2,819)
Goodwill and other intangible assets (b) 113 122
Defined benefit plans (c) - 6
Restructuring provisions (d) 5 12
Other adjustments (e) (2) 16
Tax impact on adjustments (f) 729 815
Deferred tax assets and tax contingencies recognition (g) (683) (768)
Total adjustments (2,374) (2,616)
Total Equity in accordance with U.S. GAAP 4,843 4,961
180 CONSOLIDATED NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Description of reconciling items


Reconciling items presented in the tables above are described as follows:
(a) Development costs, net
Under EU-IFRS, costs relating to development projects are recognized as intangible assets when costs can be measured reliably and the
technical feasibility of the product, volumes and pricing support the view that the development expenditure will generate future economic
benefits. Under U.S. GAAP, development costs are expensed as incurred. As a result, costs incurred related to development projects that
have been capitalized under EU-IFRS are expensed as incurred under U.S. GAAP. Amortization expenses, net of result on disposal and
impairment charges of previously capitalized development costs recorded under EU-IFRS, have been reversed under U.S. GAAP. In 2015,
under EU-IFRS the Group capitalized $460 million ($676 million in 2014) of development costs, amortized $488 million ($420 million in
2014) of previously capitalized development costs that were reversed under U.S. GAAP. No impairment was recognized in 2015, while
impairment for an amount of $25 million was recognized in 2014). In 2015 and 2014, no result on disposal was recorded.
(b) Goodwill and other intangible assets
Goodwill is not amortized but rather tested for impairment at least annually under both EU-IFRS and U.S. GAAP. The difference in goodwill
and other intangible assets between the Group’s two sets of financial statements is primarily due to the different times when EU-IFRS and
ASC 350 - Intangibles – Goodwill and Other, where adopted. CNH Industrial transitioned to EU-IFRS on January 1, 2004. Prior to the
adoption of EU-IFRS, goodwill was recorded as an intangible asset and amortized to income on a straight-line basis over its estimated period
of recoverability, not exceeding 20 years. CNH Industrial adopted ASC 350 on January 1, 2002. Under U.S. GAAP through December 31,
2001, goodwill was recorded as an intangible asset and amortized to income on a straight-line basis over a period not exceeding 40 years.
In addition, EU-IFRS and U.S. GAAP differ in the determination of the goodwill impairment amount, if any goodwill impairment needs to
be recognized. However, no difference arose as no goodwill impairment was required in 2015 and 2014.
(c) Defined benefit plans
The differences related to defined benefit plans are mainly due to the different accounting for actuarial gains and losses and the net interest
component of the defined benefit cost between EU-IFRS and U.S. GAAP. Under EU-IFRS, actuarial gains and losses are recognized
immediately in other comprehensive income without reclassification to profit or loss in subsequent years; net interest expense or income
is recognized by applying the discount rate to the net defined benefit liability or asset (the defined benefit obligation less the fair value
of plan assets, allowing for any assets ceiling restriction). Under U.S. GAAP, actuarial gains and losses are deferred through the use of
the corridor method; interest cost applicable to the liability is recognized using the discount rate, while an expected return on assets is
recognized reflecting management’s expectations on long-term average rates of return on funds invested to provide for benefits included
in the projected benefit obligations.
(d) Restructuring provisions
The principal difference between EU-IFRS and U.S. GAAP with respect to accruing for restructuring costs is that EU-IFRS places emphasis
on the recognition of the costs of the exit plan as a whole, whereas U.S. GAAP requires that each type of cost is examined individually to
determine when it may be accrued. Under IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, a provision for restructuring
costs is recognized when the Group has a constructive obligation to restructure. Under U.S. GAAP, termination benefits are recognized
in the period in which a liability is incurred. The application of U.S. GAAP often results in different timing recognition for the Group’s
restructuring activities.
(e) Other adjustments
Other adjustments refer to differences that are not individually material for the Group and are therefore shown as a combined total.
(f) Tax impact on adjustments
This item includes the tax effects of adjustments from (a) to (e) and mainly refers to development costs.
(g) Deferred tax assets and tax contingencies recognition
The Group’s policy for accounting for deferred income taxes under EU-IFRS is described in section “Significant accounting policies”. This
policy is similar to U.S. GAAP which states that a deferred tax asset or liability is recognized for the estimated future tax effects attributable
to temporary differences and tax loss carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely
than not that a tax benefit will not be realized based on available evidence. The most significant accounting difference between EU-IFRS and
U.S. GAAP relates to development costs, which also has a significant impact on accumulated deferred tax assets or liabilities and on U.S.
GAAP pretax book income or loss in certain jurisdictions. As a result, the assessment of tax contingencies and recoverability of deferred tax
assets in each jurisdiction can vary significantly between EU-IFRS and U.S. GAAP for financial reporting purposes. This adjustment relates
primarily to foreign jurisdictions with U.S. GAAP pretax book losses higher than those recorded for EU-IFRS purposes.
181

39. Subsequent events


CNH Industrial has evaluated subsequent events through March 4, 2016, which is the date the financial statements were authorized for
issuance.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in common shares from time to time,
subject to market and business conditions, as previously authorized at the Annual General Meeting held on April 15, 2015. The purchases
are carried out on the MTA, in compliance with applicable rules and regulations, subject to (i) a maximum price per common share equal
to the average of the highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of the
MTA plus 10% (maximum price) and to (ii) a minimum price per common share equal to the average of the lowest price on each of the five
trading days prior to the date of acquisition, as shown in the Official Price List of the MTA minus 10% (minimum price). As of February 26,
2016, the Company has repurchased 800 thousand common shares on the MTA under this buy-back program.
On February 17, 2016, the Venezuelan government devalued its currency and changed its official and most preferential exchange rate to the
CENCOEX rate, which will continue to be used for purchases of certain essential goods, from 6.3 Bs.F. to 10 Bs.F. per U.S. dollar. Venezuela
reduced its three-tier system of exchange rates to two tiers by eliminating the intermediate exchange rate (i.e., the SICAD rate), which last
sold U.S. dollars for 13.5 Bs.F. Effective February 18, 2016, the SIMADI exchange rate was allowed to float freely beginning at a rate of 202.9
Bs.F. to the U.S. dollar. CNH Industrial is currently in the process of assessing the potential impact, if any, that this change to the Venezuelan
exchange rate mechanism may have on its business, financial position, cash flows and/or results of operations in future periods.

March 4, 2016

The Board of Directors

Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
O3
COMPANY
FINANCIAL
STATEMENTS
AT DECEMBER 31, 2015
184 Company Income Statement
185 Company Statement of Financial Position
186 Notes to the Company Financial Statements
204 Other Information
184 COMPANY COMPANY
FINANCIAL INCOME
STATEMENTS STATEMENT
AT DECEMBER 31,
2015

COMPANY
INCOME STATEMENT
(€ thousand) Notes 2015 2014
Net revenues (1) 1,363,943 1,007,130
Cost of sales 1,173,277 868,182
GROSS PROFIT 190,666 138,948
Selling, general and administrative costs (2) 150,172 99,496
Research and development costs (3) 37,888 21,173
Other income/(expenses) (4) 26,374 23,922
Restructuring expenses (5) 1,559 1,900
OPERATING PROFIT/(LOSS) 27,421 40,301
Financial income/(expenses) (6) (70,980) (111,313)
Result from investments (7) 268,445 691,230
PROFIT/(LOSS) BEFORE TAXES 224,886 620,218
Income taxes (8) 11,783 (69,919)
PROFIT/(LOSS) FROM CONTINUING OPERATIONS 213,103 690,137
Profit/(loss) from discontinued operations - -
PROFIT/(LOSS) 213,103 690,137
COMPANY COMPANY 185
STATEMENT FINANCIAL
OF FINANCIAL STATEMENTS
POSITION AT DECEMBER 31,
2015

COMPANY STATEMENT
OF FINANCIAL POSITION
(€ thousand) Notes At December 31, 2015 At December 31, 2014
ASSETS
Intangible assets (10) 71,598 69,569
Property, plant and equipment (11) 73,442 62,288
Investments in group companies and other equity interests (12) 10,791,600 10,270,608
Other financial assets (13) 447,298 458,693
Deferred tax assets (8) 66,493 88,158
Total Fixed assets 11,450,431 10,949,316
Inventories (14) 132,831 197,239
Trade receivables (15) 203,349 177,798
Current financial receivables (16) 112,824 190,526
Other current assets (17) 68,614 168,211
Cash and cash equivalents (18) 2,468 5,579
Total Current assets 520,086 739,353
TOTAL ASSETS 11,970,517 11,688,669
EQUITY AND LIABILITIES
Equity (19)
Share capital 18,365 18,297
Capital reserve 2,422,915 2,372,100
Legal reserve 2,964,370 2,614,736
Retained profit/(loss) 966,771 510,150
Profit/(loss) for the year 213,103 690,137
Total Equity 6,585,524 6,205,420
Provision for employee benefits (20) 239,401 254,682
Non-current debt (21) 106,675 137,728
Deferred tax liabilities (8) 11,184 6,582
Total Non-current liabilities 357,260 398,992
Other provisions (22) 75,537 55,446
Trade payables (23) 231,292 269,728
Current financial liabilities (24) 4,633,884 4,642,116
Other debt (25) 87,020 116,967
Total Current liabilities 5,027,733 5,084,257
TOTAL EQUITY AND LIABILITIES 11,970,517 11,688,669
186 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

NOTES TO THE COMPANY


FINANCIAL STATEMENTS
PRINCIPAL ACTIVITIES
CNH Industrial N.V. (or the “Company” and collectively with its subsidiaries, “CNH Industrial” or the “CNH
Industrial Group” or the “Group”) is the company formed by the business combination transaction, completed
on September 29, 2013, between Fiat Industrial S.p.A. (“Fiat Industrial”) and its majority owned subsidiary
CNH Global N.V. (“CNH Global”). The Company is incorporated in, and under the laws of, the Netherlands.
CNH Industrial N.V. has its corporate seat in Amsterdam, the Netherlands, and its principal office in London,
England, United Kingdom. CNH Industrial is a leading company in the capital goods sector that, through its various
businesses, designs, produces and sells agricultural equipment and construction equipment, trucks, commercial
vehicles, buses and specialty vehicles, in addition to a broad portfolio of powertrain applications (see Note 31
“Segment reporting” of the Consolidated Financial Statements). In addition, CNH Industrial’s Financial Services
segment offers an array of financial products and services, including retail financing for the purchase or lease of new
and used CNH Industrial and other manufacturers’ products and other retail financing programs and wholesale
financing to dealers.
As parent company, CNH Industrial N.V. has also prepared consolidated financial statements for CNH Industrial
Group for the year ended December 31, 2015.

History of CNH Industrial


During 2013, the process of combining the activities of CNH and Fiat Industrial was completed with the following
steps:
the cross-border merger of Fiat Netherlands Holding N.V. (“FNH”) with and into Fiat Industrial S.p.A. (the
“FNH Merger”) which occurred on August 1, 2013;
the cross-border reverse merger of Fiat Industrial S.p.A. with and into FI CBM Holdings N.V. (now known as
“CNH Industrial”) (the “FI Merger”); and
the Dutch merger of CNH Global N.V. with and into FI CBM Holdings N.V. (the “CNH Merger”).
A primary objective of the Merger was to simplify the capital structure of Fiat Industrial (CNH Industrial subsequent
to the Merger) by creating a single class of liquid stock listed on the NYSE and on the MTA.
All the companies (i.e., Fiat Industrial S.p.A., FI CBM Holdings N.V. (now known as CNH Industrial N.V.), FNH
and CNH Global N.V.) involved in Merger were part of Fiat Industrial; in particular: (i) FNH was a wholly-owned
direct subsidiary of Fiat Industrial S.p.A.; (ii) FI CBM Holdings N.V. (now known as CNH Industrial N.V.) was a
wholly-owned direct subsidiary of Fiat Industrial S.p.A.; and (iii) CNH Global N.V. was an indirect subsidiary of Fiat
Industrial S.p.A. (controlled through FNH which owned approximately 87% of CNH Global N.V.’s capital stock).
The deeds of merger for the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial
N.V. (the “Merger”) were executed, respectively, on September 27 and 28, 2013. The effective date of the Merger
was September 29, 2013.
187

During 2014, the Company acquired the activities of the plant located in Basildon, United Kingdom. These activities,
which were previously held by a subsidiary, were transferred to the Company. The principal activity of the plant is
the manufacture and sale of tractors and the sale of agricultural and construction equipment and machinery in the
local market acting as distributor of product manufactured in other Group companies. With effect May 1, 2014
and as a consequence of the transfer, CNH Industrial N.V. shows in its notes to the Company financial statements
the figures related to the operations of the Basildon plant.

Basis of preparation
The 2015 Company financial statements of the parent company, CNH Industrial N.V., have been prepared in
accordance with the legal requirements of Part 9, Book 2 of the Dutch Civil Code. The Company did not early
adopt the amendments to Part 9 of Book 2 of the Dutch Civil Code (effective for financial years starting on or
after 1 January 2016).
Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union
in their consolidated financial statements to use the same measurement principles in their company financial
statements. The accounting policies are described in a specific section, Significant accounting policies, of the
Consolidated Financial Statements included in this Annual Report. In these Company financial statements,
investments in subsidiaries are accounted for using the equity method.
CNH Industrial N.V. financial statements are presented in euros, the Company’s functional currency.

Format of the financial statements


As a consequence of the acquisition of the manufacturing activity carried out in Basildon, CNH Industrial N.V.
presents an income statement using a classification based on the function of the expenses (also referred to as the
“cost of sales” method) rather than one based on their nature, as this is believed to provide information that is
more relevant.
188 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

COMPOSITION AND PRINCIPAL CHANGES

1. Net revenues
As a result and through the transfer of Basildon operations, the Company operates primarily in the agricultural equipment manufacturing
industry in the United Kingdom. Net revenues comprise the following:

(€ thousand) 2015 2014


Revenues from:
Third parties 464,537 314,855
Group companies 899,406 692,275
Total Net revenues 1,363,943 1,007,130

Net revenues are made of agricultural equipment sales for €1,260,728 thousand (€951,051 thousand in 2014) and construction equipment
sales for €103,215 thousand (€56,079 thousand in 2014).

2. Selling, general and administrative costs


Selling costs amount to €15,632 thousand in 2015 (€10,100 thousand in 2014) and mainly comprise marketing, advertising and sales personnel
costs.
General and administrative costs amount to €134,540 thousand in 2015 (€89,396 thousand in 2014) and mainly comprise expenses which are
not attributable to sales, production and research and development functions, net of any intercompany recharge due to services provided to
Group subsidiaries. The increase year on year is mainly due to the fact that in last year 2014 the Income Statement included the activities of
the Plant located in Basildon only starting from May 1, 2014.

3. Research and development costs


In 2015, Research and development costs of €37,888 thousand (€21,173 thousand in 2014) were incurred. Out of the €36,974 thousand in
2015 (€39,577 thousand in 2014), €19,587 thousand in 2015 (€31,579 thousand in 2014) were capitalized and €20,500 thousand in 2015 were
amortized (€13,174 thousand in 2014). On top of this, €627 thousand in 2015 (€891 thousand in 2014) related to interest were capitalized as
development costs.

4. Other income/(expenses)
The Other operating income/(expenses) were a net income of €26,374 thousand in 2015 (€23,922 thousand in 2014) and consist of
miscellaneous operating costs which cannot be allocated to specific functional areas, such as indirect taxes and duties, and accruals for various
provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising from trading
operations which is not attributable to the sale of goods and services.

5. Restructuring expenses
Restructuring expenses amount to €1,559 thousand in 2015 (€1,900 thousand in 2014) and represent the total costs associated to the
restructuring due to the Company downsizing of the workforce not replaced.

6. Financial income/(expenses)
The breakdown of financial income and expense was as follows:

(€ thousand) 2015 2014


Financial income 56,503 45,894
Financial expenses (127,483) (157,207)
Total Financial income/(expenses) (70,980) (111,313)
189

Financial income consisted of the following:

(€ thousand) 2015 2014


Financial income from Group companies 56,486 45,683
Financial income from third parties 17 211
Total Financial income 56,503 45,894

Financial expenses consisted of the following:

(€ thousand) 2015 2014


Financial expense payable to Group companies 116,818 150,669
Financial expense payable to third parties 9,327 5,101
Currency exchange losses, net 1,338 1,437
Total Financial expense 127,483 157,207

Financial expense payable to Group companies decreased versus prior year due to lower cost of funding.

7. Result from investments


Following is a breakdown of result of Investments in group companies and other equity interests:

(€ thousand) 2015 2014


Share of the profit/(loss) of Investments in group companies and other equity interests 268,445 691,230
Total Result of investments 268,445 691,230

The item includes the Company’s share in the net profit or loss of the investees.

8. Income taxes
A breakdown of taxes recognized in the income statement is provided below:

(€ thousand) 2015 2014


Current taxes:
- Italian corporate income taxes (3,046) (4,378)
- English corporate income taxes (3,014) (4,330)
Total current taxes (6,060) (8,708)
Deferred taxes for the period:
- Deferred taxes 17,843 (61,211)
Total deferred taxes for the period 17,843 (61,211)
Taxes relating to prior periods - -
Total Income taxes 11,783 (69,919)

The Italian current corporate income taxes relates to the current year tax losses and similar tax credits of the CNH Industrial N.V. Italian
branch utilised by the Italian fiscal unit (income €3,046 thousand). Tax credits not used in the current year and other deductible timing
differences of the Italian branch that may be utilised by the Italian fiscal unit in future years are not recognised by the Company.
The UK current corporate income taxes credit of €3,014 thousand relates to a current tax charge of €5,824 thousand (primarily withholding
tax on royalties received), a current tax credit of €10,851 thousand for tax losses utilised in the CNH Industrial N.V. UK tax group and a prior
year adjustment to current tax charge of €2,013 thousand.
The deferred tax charge of €17,843 thousand relates to the reversal of deferred tax assets (charge €11,389 thousand), and charge of €6,454
thousand resulting from the change in UK corporate income tax rate.
190 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Reconciliation between theoretical income taxes determined on the basis of tax rates applicable in the UK and income taxes reported in the
financial statements is as follows:

(€ thousand) 2015 2014


Theoretical income taxes 45,539 133,347
Difference between foreign tax rates and the statutory UK tax rate 877 5,727
Tax effect of permanent differences (55,065) (150,231)
Adjustments in respect of rate change on deferred tax 6,454 -
Deferred taxes not recognized in previous periods - (32,540)
Theoretical tax benefit arising from tax loss carryforwards - (26,222)
Valuation allowance on deferred taxes 7,247 -
Prior year adjustment 6,731 -
Current and deferred income tax recognized in the financial statements 11,783 (69,919)

Theoretical income taxes are calculated by applying the UK corporation tax rate of 20.25% (21.5% in 2014) to the result before taxes.
Permanent differences mainly relates to the net equity evaluation of investments.
Deferred tax assets and liabilities are recognised for temporary differences between the carrying amount in the statement of financial position
and the tax base. Deferred tax assets are recognized to the extent it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Amounts recognized are as follows:

(€ thousand) 2015 2014


Deferred tax assets arising from:
In relation to Tax depreciation 4,118 8,602
In relation to Pension deficit 42,548 44,698
In relation to short timing differences 12,612 6,379
In relation to trading losses 19,633 53,773
In relation to non trading losses 14,816 19,129
Valuation allowance (27,234) (25,294)
Total 66,493 88,158
Deferred tax liabilities arising from:
Capitalisation of development costs (11,184) (6,582)
Total (11,184) (6,582)
Net deferred tax assets 55,309 81,576

A deferred tax asset of €27,234 thousand (€25,294 thousand in 2014) has not been recognised in respect of other timing differences €12,418
thousand (€6,165 thousand in 2014) and non trading losses carried forward of €14,816 thousand (€19,129 thousand in 2014) as in the opinion
of the directors it cannot be regarded as more likely than not that there will be suitable taxable profits against which these assets can be
recovered.

9. Other information by nature


The income statement includes personnel costs for €75,403 thousand in 2015 (€52,815 thousand in 2014) and they consist of the following:

(€ thousand) 2015 2014


Wages and salaries 55,947 36,580
Defined benefit plans 4,485 3,291
Social security costs 7,707 5,719
Other personnel costs 7,264 7,225
Total personnel costs 75,403 52,815

An analysis of the average number of employees by category is as follows:

2015 2014
Managers 47 47
White-collar 361 356
Blue-collar 544 588
Average number of employees 952 991
191

None of these employees are based in The Netherlands. Some of the Company’s managers carried out their activities at the principal
subsidiaries of the Group and the associated costs were charged back to the legal entities concerned.

10. Intangible assets


Changes in Intangible assets in 2015 and 2014 are as follows:

Intangible
Concessions, assets in Other
Development licenses and progress and intangible
(€ thousand) Goodwill costs similar rights advances assets Total
Gross carrying amount Balance at December 31, 2013 375 - 29 35 69 508
Acquisition of Basildon plant 1,508 117,412 3,995 640 - 123,555
Additions - 32,470 2,984 1,180 5 36,639
Divestitures and other changes - - 895 (948) - (53)
Translation differences 85 6,283 258 45 - 6,671
Balance at December 31, 2014 1,968 156,165 8,161 952 74 167,320
Additions - 38,019 2,603 446 - 41,068
Divestitures and other changes - (17,805) 1,074 (1,074) - (17,805)
Translation differences - - - - - -
Balance at December 31, 2015 1,968 176,379 11,838 324 74 190,583
Accumulated amortization and impairment losses
Balance at December 31, 2013 - - (25) - (53) (78)
Acquisition of Basildon plant - (76,077) (3,446) - - (79,523)
Amortization - (13,174) (262) - (16) (13,452)
Divestitures and other changes - - - - - -
Translation differences - (4,493) (205) - - (4,698)
Balance at December 31, 2014 - (93,744) (3,938) - (69) (97,751)
Amortization - (20,500) (729) - (4) (21,233)
Divestitures and other changes - (1) - - - (1)
Translation differences - - - - - -
Balance at December 31, 2015 - (114,245) (4,667) - (73) (118,985)
Carrying amount at December 31, 2014 1,968 62,421 4,223 952 5 69,569
Carrying amount at December 31, 2015 1,968 62,134 7,171 324 1 71,598

11. Property, plant and equipment


Changes in Property, plant and equipment in 2015 and 2014 are as follows:

Land and Plant and Tangible assets Other tangible


(€ thousand) buildings machinery Special tools in progress assets Total
Gross carrying amount Balance at December 31, 2013 - - - - 58 58
Acquisition of Basildon plant 39,156 15,190 127,932 6,818 12,495 201,591
Additions - - - 8,681 - 8,681
Divestitures and other changes (12,239) (237) 3,849 (5,066) 311 (13,382)
Translation differences 1,788 852 7,378 513 718 11,249
Balance at December 31, 2014 28,705 15,805 139,159 10,946 13,582 208,197
Additions - - - 20,257 - 20,257
Divestitures and other changes 2,926 1,280 9,947 (15,328) 203 (972)
Translation differences - - - - - -
Balance at December 31, 2015 31,631 17,085 149,106 15,875 13,785 227,482
Accumulated depreciation and impairment losses
Balance at December 31, 2013 - - - - (13) (13)
Acquisition of Basildon plant (27,277) (7,353) (99,472) - (12,021) (146,123)
Depreciation (751) (468) (3,813) - (187) (5,219)
Divestitures and other changes 12,507 924 - - - 13,431
Translation differences (1,132) (400) (5,766) - (687) (7,985)
Balance at December 31, 2014 (16,653) (7,297) (109,051) - (12,908) (145,909)
Depreciation (1,303) (715) (6,029) - (269) (8,316)
Divestitures and other changes 33 - 7 - 145 185
Translation differences - - - - - -
Balance at December 31, 2015 (17,923) (8,012) (115,073) - (13,032) (154,040)
Carrying amount at December 31, 2014 12,052 8,508 30,108 10,946 674 62,288
Carrying amount at December 31, 2015 13,708 9,073 34,033 15,875 753 73,442
192 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

12. Investments in group companies and other equity investments


At December 31, 2015, Investments in group companies and other equity investments totaled €10,791,600 thousand and were subject to the
following changes during the year:

(€ thousand) At December 31, 2015 At December 31, 2014


Balance at beginning of year 10,270,608 9,180,971
Contribution to investments 1,105,533 474,626
Acquisitions 73 749
Repayment of Capital Reserves (993,282) -
Result from investments 268,445 691,230
Dividend received (192,989) (354,373)
Cumulative translation adjustments and other OCI movements 338,516 286,196
Other (5,303) (8,791)
Balance at end of year 10,791,600 10,270,608

A list of Company’s investments has been included under Appendix I of this Annual Report.

13. Other financial assets


At December 31, 2015, Other financial assets totaled €447,298 thousand, as represented below:

At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Other financial assets 340,623 320,965 19,658
Fees receivable for guarantees given 106,675 137,728 (31,053)
Total Other financial assets 447,298 458,693 (11,395)

Other financial assets is represented by the loan granted to CNH Industrial America LLC with due date January 2016. The remaining amount
(€106,675 thousand) refers to the present value of the fees that the Company will collect in future years based on specific agreements for
guarantees issued in favor of third parties in the interest of Group companies mainly for bonds issued from Group companies and credit
facilities granted to Group companies.

14. Inventories
(€ thousand) At December 31, 2015 At December 31, 2014
Raw materials 62,878 113,217
Finished goods 58,261 76,017
Work in progress 11,692 8,005
Total Inventories 132,831 197,239

There were no inventories pledged as security at December 31, 2015 and 2014.

15. Trade receivables


At December 31, 2015, trade receivables totaled €203,349 thousand, a net increase of €25,551 thousand over year-end 2014 and they are
essentially attributable to the operations of Basildon plant.
The carrying amount of trade receivables is deemed to approximate their fair value.
All trade receivables are due within one year and there are no significant overdue balances.
193

16. Current financial receivables


At December 31, 2015, current financial receivables amounted to €112,824 thousand, a net decrease of €77,702 thousand over year-end 2014.
The item may be analyzed as follows:

At December 31, 2015 At December 31, 2014


Due Due
between between
Due within one and Due beyond Due within one and Due beyond
(€ thousand) one year five years five years Total one year five years five years Total
Assets from derivative financial instruments 4,196 - - 4,196 5 - - 5
CNH Industrial Finance Europe S.A. 106,681 - - 106,681 189,745 - - 189,745
Accrued interest 776 - - 776 636 - - 636
Other current financial receivables 1,171 - - 1,171 140 - - 140
Total Current financial receivables 112,824 - - 112,824 190,526 - - 190,526

17. Other current assets


At December 31, 2015, other current assets amounted to €68,614 thousand, a net decrease of €99,597 thousand compared to December
31, 2014, and consisted of the following:

(€ thousand) At December 31, 2015 At December 31, 2014 Change


Receivables from Group companies for consolidated Italian corporate tax 33,350 46,748 (13,398)
Receivables from Group companies for consolidated UK corporate tax 12,454 8,931 3,523
VAT receivables 6,526 43,822 (37,296)
Other indirect and direct taxes 1,619 1,153 466
Other receivables from Group companies and other related parties 11,613 56,273 (44,660)
Other current receivables 3,052 11,284 (8,232)
Total Other current assets 68,614 168,211 (99,597)

Receivables from Group companies for consolidated Italian corporate tax relate to taxes calculated on the taxable income contributed by
Italian subsidiaries participating in the domestic tax consolidation program.
Receivables from Group companies for consolidated UK corporate tax relate to taxes calculated on the taxable income contributed by UK
subsidiaries participating in the domestic tax consolidation program.
VAT receivables essentially relate to VAT credits for Italian subsidiaries participating in the VAT tax consolidation.
At December 31, 2014, Other receivables from Group companies and other related parties mainly related to dividend declared in December
2014 for €53,043 thousand and paid in January 2015 by CNH Industrial Europe Holding S.A.
Other current assets are almost entirely due within one year.

18. Cash and cash equivalents


At December 31, 2015, Cash and cash equivalents totaled €2,468 thousand and represented amounts held in euro and other currency
denominated current accounts (on demand). The carrying amount of cash and cash equivalents is deemed to be in line with their fair value.
Credit risk associated with cash and cash equivalents is considered limited as the counterparties are leading national and international banks.
194 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

19. Equity
Changes in shareholders’ equity during 2015 were as follows:
Legal reserves:
cumulative
translation
Capital adjustment Legal reserves: Retained Profit/(loss)
(€ thousand) Share capital reserves reserve/OCI other profit/(loss) for the year Total
Balances at December 31, 2013 18,245 2,330,703 (654,825) 2,699,761 321,677 788,962 5,504,523
Allocation of prior year result - - - - 788,962 (788,962) -
Dividend distributed - - - - (270,619) - (270,619)
Share based compensation: costs accrued in the period
and effects of share issuance upon exercise of the grants 52 41,397 - - - - 41,449
Result for the year - - - - - 690,137 690,137
Current period change in OCI, net of taxes - - 244,444 - - - 244,444
Other movements - - - - (4,514) (4,514)
Legal reserve - - - 325,356 (325,356) - -
Balances at December 31, 2014 18,297 2,372,100 (410,381) 3,025,117 510,150 690,137 6,205,420
Allocation of prior year result - - - - 690,137 (690,137) -
Dividend distributed - - - - (272,099) - (272,099)
Share based compensation: costs accrued in the period
and effects of share issuance upon exercise of the grants 68 50,815 - - - - 50,883
Result for the year - - - - - 213,103 213,103
Current period change in OCI, net of taxes - - 388,006 - - - 388,006
Other movements - - - - 211 - 211
Legal reserve - - - (38,372) 38,372 - -
Balances at December 31, 2015 18,365 2,422,915 (22,375) 2,986,745 966,771 213,103 6,585,524

As the Company financial statements are prepared using the same measurement principles of the Consolidated financial statements, including
the investments that are accounted for using the equity method, the total Company equity of €6,585 million as at December 31, 2015 is in line
with the Consolidated equity of $7,170 million converted using the exchange rate as of December 31, 2015 of 1.0887.
The increase in equity of €380,104 thousand over year-end 2014 is mainly the result of the profit for the year of €213,103 thousand, and the
positive changes in Other comprehensive income arising from gains on the remeasurement of defined benefit plans of €218,134 thousand
and the effect of currency translation differences of €169,872 thousand, partially offset by the dividend distributed by CNH Industrial N.V. for
€272,099 thousand (€0.20 per common share outstanding at the dividend date).

Share capital
The Articles of Association of CNH Industrial provide for authorized share capital of €40 million, divided into 2 billion common shares
and 2 billion special voting shares, each with a per share par value of €0.01. As of December 31, 2015, the Company’s Share capital was
€18,365,232.65, fully paid-in, and consisted of 1,362,048,989 common shares and 474,474,276 special voting shares (413,249,206 special voting
shares outstanding, net of 61,225,070 special voting shares held in treasury by the Company as described in the following).
Upon the completion of the merger of Fiat Industrial S.p.A. and CNH Global N.V. with and into CNH Industrial N.V., CNH Industrial N.V.
issued 1,348,867,772 common shares with a par value of €0.01 each, which were allotted to Fiat Industrial S.p.A. and CNH Global N.V.
shareholders on the basis of the established exchange ratios of one common share of CNH Industrial for each share of Fiat Industrial and 3.828
common shares of CNH Industrial for each share of CNH Global. CNH Industrial also issued special voting shares (non-tradable) to eligible
Fiat Industrial S.p.A. and CNH Global N.V. shareholders who maintained their ownership of the shares through the closing of the Merger and
elected to receive special voting shares. On the basis of the requests received, CNH Industrial issued a total of 474,474,276 special voting shares
with a par value of €0.01 each. See the paragraph “Special voting shares” for more detailed information about Special voting shares and the
special-voting structure.
The following table shows a reconciliation between the composition of the share capital of CNH Industrial N.V. at December 31, 2013, and
the composition of the share capital of CNH Industrial N.V. at December 31, 2015:
195

CNH Industrial CNH Industrial CNH Industrial Total CNH


Common CNH Industrial N.V. common N.V. special N.V. special Total Shares Industrial N.V.
shares N.V. common Less:Treasury shares voting shares Less:Treasury voting shares issued by CNH Less:Treasury outstanding
(number of shares) pre-merger shares issued shares outstanding issued shares (b) outstanding Industrial N.V. shares shares
Fiat Industrial S.p.A.
common shares (a) 1,222,560,247 1,222,560,247(*) - 1,222,560,247(*) 451,262,083(**) - 451,262,083(**) 1,673,822,330 - 1,673,822,330
CNH Global N.V.
Common shares
(non-controlling
interests 32,995,696 126,307,525(*) - 126,307,525(*) 23,212,193(**) - 23,212,193(**) 149,519,718 - 149,519,718
Total CNH Industrial
N.V. shares at
September 30, 2013 1,348,867,772 - 1,348,867,772 474,474,276 - 474,474,276 1,823,342,048 - 1,823,342,048
Capital increase 1,205,758 - 1,205,758 - - - 1,205,758 - 1,205,758
(Purchases)/Sales of
treasury shares - - - - (5,479,890) (5,479,890) - (5,479,890) (5,479,890)
Total CNH Industrial
N.V. shares at
December 31, 2013 1,350,073,530 - 1,350,073,530 474,474,276 (5,479,890) 468,994,386 1,824,547,806 (5,479,890) 1,819,067,916
Capital increase 5,246,110 - 5,246,110 - - - 5,246,110 - 5,246,110
(Purchases)/Sales of
treasury shares - - - - (53,594,883) (53,594,883) - (53,594,883) (53,594,883)
Total CNH Industrial
N.V. shares at
December 31, 2014 1,355,319,640 - 1,355,319,640 474,474,276 (59,074,773) 415,399,503 1,829,793,916 (59,074,773) 1,770,719,143
Capital increase 6,729,349 - 6,729,349 - - - 6,729,349 - 6,729,349
(Purchases)/Sales of
treasury shares - - - - (2,150,297) (2,150,297) - (2,150,297) (2,150,297)
Total CNH Industrial
N.V. shares at
December 31, 2015 1,362,048,989 - 1,362,048,989 474,474,276 (61,225,070) 413,249,206 1,836,523,265 (61,225,070) 1,775,298,195

(a) Total n. 1,222,568,882 Fiat Industrial S.p.A. common shares are shown net of 8,635 treasury shares that have been cancelled at the closing of the merger.
(b) Special voting shares acquired by the Company following the de-registration of the corresponding amount of qualifying common shares from the Loyalty Register.
(*) Allotted on the basis of the established exchange ratios of one common share of CNH Industrial N.V. for each share of Fiat Industrial S.p.A. and 3.828 common shares of CNH Industrial
N.V for each share of CNH Global N.V.
(**) Allotted to eligible Fiat Industrial N.V. and CNH Global N.V. shareholders who had elected to receive special voting shares. For information on the rights attached to the special voting
shares, please refer to the paragraph “Loyalty Voting Structure” under chapter “Corporate Governance” of the Report of Operations as included in this Annual Report.

During the years ended December 31, 2015 and 2014, 2 million and 54 million special voting shares were acquired by the Company following
the de-registration of the corresponding number of qualifying common shares from the Loyalty Register, respectively.
Furthermore, during 2015 and 2014, the Company issued 6.7 million and 5.2 million new common shares primarily due to the vesting or
exercise of share-based awards. See paragraph below “Share-based compensation” for further discussion.

Capital reserves
At December 31, 2015, capital reserves amounting to €2,423 million (€2,372 million at December 31, 2014) mainly consist of the effects of
the Merger.

Legal reserves
As of December 31, 2015, legal reserves amounted to €2,965 million (€2,615 million at December 31, 2014) and mainly refer to unrealized
currencies translation losses and other OCI components for a net negative amount of €22 million, and other reserves for €2,987 million,
due to research and development costs capitalized by equity investments for €2,322 million (€2,296 million at December 31, 2014), earnings
from affiliated companies subject to certain restrictions on the transfer of funds to the parent company in form of dividend or otherwise for
€337 million (€295 million at December 31, 2014) and earnings from subsidiaries that due to local law requirements cannot be distributed as
dividend, unless the subsidiary is liquidated, for €296 million (€290 million at December 31, 2014).
The legal reserve also includes a reserve for the share capital and share premium of a subsidiary due to the limitations on capital repayments
from this subsidiary for €32 million (€144 million at December 31, 2014).
Pursuant to Dutch law, limitations exist relating to the distribution of shareholders’ equity for the entire amount of the legal reserves. By their
nature, unrealized losses relating to currency translation differences reduce shareholders’ equity and thereby distributable amounts.

Share-based compensation
For the years ended December 31, 2015 and 2014, CNH Industrial recognized total share-based compensation expense of €44 million and €38
million, respectively. For the years ended December 31, 2015 and 2014, CNH Industrial recognized a total tax benefit relating to share-based
compensation expense of €3 million for both years. As of December 31, 2015, CNH Industrial had unrecognized share-based compensation
196 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

expense related to non-vested awards of approximately €70 million based on current assumptions related to achievement of specified
performance objectives, when applicable. Unrecognized share-based compensation costs will be recognized over a weighted-average period
of 2.1 years.
CNH Industrial’s equity awards are governed by several plans: i) CNH Industrial N.V. Equity Incentive Plan (“CNH Industrial EIP”); ii) CNH
Industrial N.V. Directors’ Compensation Plan (“CNH Industrial DCP”); iii) CNH Global N.V. Equity Incentive Plan (“CNH EIP”); iv) CNH
Global N.V. Directors’ Compensation Plan (“CNH DCP”); and, v) Fiat Industrial Long-Term Incentive Plan (“Fiat Industrial Plan”).
Detailed information on Board of Directors compensation, including their shares and share options, is included in the Consolidated Financial
Statements of the Group.

20. Provisions for employee benefits


CNH Industrial N.V. provides pension, healthcare and insurance plans and other post-employment benefits to their employees and retirees,
either directly or by contributing to independently administered funds. These benefits are generally based on the employees’ remuneration
and years of service.
The Company provides post-employment benefits under defined contribution and defined benefit plans.
In the case of defined contribution plans, the Company makes contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis. Once the contributions have been made, the Company has no further payment obligations. The
Company recognizes the contribution cost when the employees have rendered their service and includes this cost by function in Cost of sales,
Selling, general and administrative costs and Research and development costs. During the years ended December 31, 2015 and 2014, CNH
Industrial N.V. recorded expenses of €1,817 thousand and €3,291 thousand, respectively, for its defined contribution plans, inclusive of social
security contributions.
Defined benefit plans may be unfunded, or they may be wholly or partly funded by contributions made by an entity, and sometimes by its
employees, into an entity, or fund, that is legally separate from the employer from which the employee benefits are paid. Benefits are generally
payable under these plans after the completion of employment. Defined benefits plans are classified by the Company as Pension plans or Other
post-employment benefits on the basis of the type of benefit provided.

Pension plans
The item Pension plans principally comprise the obligations towards certain employees and former employees of the CNH Industrial Group
in the United Kingdom.
Under these plans, contributions are made to a separate fund (trust) which independently administers the plan assets. The Company’s funding
policy is to meet the minimum funding requirements pursuant to the laws and regulations of each individual country. The Company may also
choose to make discretionary contributions in addition to the funding requirements. To the extent that a fund is overfunded, the Company
is not required to make further contribution to the plan in respect of a minimum performance requirements so long as the fund is in surplus.

Other post-employment benefits


Other post-employment benefits consists of obligations for Italian Employee Leaving Entitlements up to December 31, 2006. The TFR
scheme has since changed to a defined contribution plan. The obligation on our balance sheet represents the residual reserve for years prior
to December 31, 2006 relating to the Italian employees of the Italian branch. Loyalty bonuses are accrued for employees who have reached
certain service seniority and are generally settled when employees leave the Company. These plans are not required to be funded and,
therefore, have no plan assets.
Provisions for employee benefits at December 31, 2015 and 2014 are as follows:

(€ thousand) At December 31, 2015 At December 31, 2014


Post-employment benefits:
Pension plans 238,596 253,592
Other 584 845
Total Post-employment benefits 239,180 254,437
Other long-term employee benefits 221 245
Total Provision for employee benefits 239,401 254,682

Defined benefit plan assets - -


Total Defined benefit plan assets - -
197

The item Other provisions for employees consists of the best estimate at the balance sheet date of short-term employee benefits payable by
the Company within twelve months from the end of the period in which the employees render the related service.
The item Other long-term employee benefits consists of the Company’s obligation for those benefits generally payable during employment on
reaching a certain level of seniority in the Company or when a specified event occurs, and reflects the probability of payment and the length
of time over which this will be made.
In 2015 and in 2014 changes in Other long-term employee benefits are as follows:

Change in
the scope of
At December 31, consolidation and At December 31,
(€ thousand) 2014 Provision Utilization other changes 2015
Other long-term employee benefits 245 11 (60) 25 221
Total 245 11 (60) 25 221

Change in
the scope of
At December 31, consolidation and At December 31,
(€thousand) 2013 Provision Utilization other changes 2014
Other long-term employee benefits 225 44 (25) 1 245
Total 225 44 (25) 1 245

Post-employment benefits
The amounts recognized in the statement of financial position for post-employment benefits at December 31, 2015 and 2014 are as follows:

Pension plans Other


At December 31, At December 31,
(€ thousand) 2015 2014 2015 2014
Present value of funded obligations 1,027,268 1,006,126 584 845
Less: Fair value of plan assets (788,672) (752,534) - -
Deficit/(surplus) 238,596 253,592 584 845
Effect of the asset ceiling - - - -
Net liability/(Net asset) 238,596 253,592 584 845

Reimbursement rights - - - -

Amounts at year-end:
Liabilities 238,596 253,592 584 845
Assets - - - -
Net liability 238,596 253,592 584 845
198 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Changes in the present value of post-employment obligations in 2015 and 2014 are as follows:

Pension plans Other


(€ thousand) 2015 2014 2015 2014
Present value of obligation at the beginning of the year 1,006,126 - 845 895
Acquisition of Basildon plant on May 1, 2014 - 840,609 - -
Current service cost 4,472 2,110 2 4
Interest expense 37,095 23,542 2 8
Other costs 1,128 276 - -
Contribution by plan participants 60 - - -

Remeasurements:
Actuarial losses/(gains) from changes in demographic assumptions - 9,501 (4) (1)
Actuarial losses/(gains) from changes in financial assumptions (59,019) 98,925 (37) 53
Other remeasurements (875) 7,536 139 12
Total remeasurements (59,894) 115,962 98 64

Exchange rate differences 72,944 51,589 - -


Benefits paid (47,218) (27,962) (353) (126)
Past service cost - - - -
Change in scope of consolidation - - (10) -
Curtailments - - - -
Settlements - - - -
Other changes 12,555 - - -
Present value of obligation at the end of the year 1,027,268 1,006,126 584 845

In 2015 and 2014 Other remeasurements mainly include the amount of experience adjustments.
In 2015 and 2014 changes in the fair value of plan assets are as follows:

Pension plans
(€ thousand) 2015 2014
Fair value of plan assets at the beginning of the year 752,534 -
Acquisition of Basildon plant on May 1, 2014 - 672,064
Interest income 27,759 18,734

Remeasurements:
Return on plan assets (21,137) 42,572
Actuarial gains/(losses) from changes in financial assumptions - -
Total remeasurements (21,137) 42,572

Exchange rate differences 54,785 39,488


Contribution by employer 12,745 7,637
Contribution by plan participants 60 -
Benefits paid (47,218) (27,961)
Change in scope of consolidation - -
Settlements - -
Other changes 9,144 -
Fair value of plan assets at the end of the year 788,672 752,534
199

Net benefit cost/(income) recognized during 2015 and 2014 is as follows:

Pension plans Other


(€ thousand) 2015 2014 2015 2014
Service cost:
Current service cost 4,472 2,110 2 4
Past service cost and (gain)/loss from curtailments and settlements - - - -
Total Service cost 4,472 2,110 2 4
Net interest expense 9,336 4,809 2 8
Other costs 1,128 276 - -
Net benefit cost/(income) recognized to profit or loss 14,936 7,195 4 12

Remeasurements:
Return on plan assets 21,137 (42,572) - -
Actuarial losses/(gains) from changes in demographic assumptions - 9,501 (4) (1)
Actuarial losses/(gains) from changes in financial assumptions (59,019) 98,925 (37) 53
Other remeasurements (875) 7,536 139 13
Total remeasurements (38,757) 73,390 98 65
Exchange rate differences 18,159 (12,101) - -
Net benefit cost/(income) recognized to other comprehensive income (20,598) 61,289 98 65
Total net benefit cost/(income) recognized during the year (5,662) 68,484 102 77

The weighted average durations of post-employment benefits are as follows:

N° of years
Pension plans 14.81
Other 8.40

Assumptions
Post-employment benefits and Other long-term employee benefits are calculated on the basis of the following main assumptions:

Assumptions used to determine funded status at year-end


At December 31, 2015 At December 31, 2014
(in %) Pension plans Other Pension plans Other
Weighted-average discount rates 3.73 1.96 3.50 1.60
Weighted-average rate of compensation increase 3.20 0.98 3.75 1.59

Assumptions used to determine expense at year-end


At December 31, 2015 At December 31, 2014
(in %) Pension plans Other Pension plans Other
Weighted-average discount rates 3.50 1.60 4.20 2.68
Weighted-average rate of compensation increase 3.75 1.59 3.75 0.72

Assumed discount rates are used in measurements of pension and other post-employment benefit obligations and net interest on the net
defined benefit liability/asset. CNH Industrial selects its assumed discount rates based on the consideration of equivalent yields on high-quality
fixed income investments at the measurement date.The discount rates are based on a benefit cash flow-matching approach and represent the
rates at which the benefit obligations could effectively be settled as of the measurement date, December 31. The benefit cash flow-matching
approach involves analyzing the CNH Industrial’s projected cash flows against a high quality bond yield curve, mainly calculated using a wide
population of AA-yield corporate bonds subject to minimum amounts outstanding and meeting other defined selection criteria. The discount
rates for CNH Industrial’s remaining obligations are based on benchmark yield data of high-quality fixed income investments for which the
timing and amounts of payments approximate the timing and amounts of projected benefit payments.
200 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

Assumed discount rates have a significant effect on the amount recognized in the 2015 financial statements. A one percentage point change in
assumed discount rates would have the following effects:

(€ millions) One percentage point increase One percentage point decrease


Effect on pension plans defined benefit obligation at December 31, 2015 (123) 156

Plan assets
The investment strategy varies depending on the circumstances of the underlying plan. Typically, less mature plan benefit obligations are funded
by using more equity securities as they are expected to achieve long-term growth while exceeding the rate of inflation. More mature plan
benefit obligations are funded using more fixed income securities as they are expected to produce current income with limited volatility. Risk
management practices include the use of multiple asset classes and investment managers within each asset class for diversification purposes.
Specific guidelines for each asset class and investment manager are implemented and monitored.
Plan assets do not include treasury shares of CNH Industrial N.V. or properties occupied by the Company. The fair value of the plan assets at
December 31, 2015 may be disaggregated by asset class and level as follows. Fair value levels presented below are described in the Significant
accounting policies – Fair value measurement section of the Notes to the Consolidated Financial Statements.

At December 31, 2015


Pension plans
(€ millions) Level 1 Level 2 Level 3 Total
Bonds:
U.S. government bonds - - - -
Non-U.S. government bonds - 422 - 422
U.S. corporate bonds - - - -
Non-U.S. corporate bonds - - - -
Mortgage backed securities - - - -
Other - - - -
Total Bonds - 422 - 422

Other types of investments:


Mutual funds (1) - 367 - 367
Investment funds - - - -
Insurance contracts - - - -
Derivatives - Credit contracts - - - -
Real estate - - - -
Other - - - -
Total other types of investments - 367 - 367
Cash and cash equivalents - - - -
Total - 789 - 789

(1) This category includes mutual funds which primarily invest in non-U.S. equities and non-U.S. corporate bonds

Contribution
CNH Industrial expects to contribute approximately €18 million to its pension plans in 2016.
The best estimate of expected benefit payments in 2016 and in the following ten years is as follows:

Expected benefit payments


2021 to
(€ thousand) 2016 2017 2018 2019 2020 2026 Total
Post-employment benefits:
Pension plans 47,899 49,036 49,911 51,645 53,187 280,675 532,353
Other 55 55 50 45 40 143 388
Total Post-employment benefits 47,954 49,091 49,961 51,690 53,227 280,818 532,741

Other long-term employee benefits 1 2 3 3 3 12 24


Total 47,955 49,093 49,964 51,693 53,230 280,830 532,765

Potential outflows in the years after 2016 are subject to a number of uncertainties, including future asset performance and changes in
assumptions.
201

21. Non-current debt


At December 31, 2015, non-current debt totaled €106,675 thousand, representing a €31,053 thousand decrease over December 31, 2014,
and included the item financial guarantees that represent the fair value of liabilities assumed in relation to guarantees issued by the Company.
Following an assessment of potential risks requiring recognition of contingent liabilities and given that those liabilities essentially related to
guarantees issued in favour of third parties in the interest of Group companies, mainly for bonds issued from Group companies and loans
granted to Group companies, the present value of fees receivable (see Note 13 - Other financial assets) is considered the best estimate of the
fair value of those guarantees.

22. Other provisions


Changes in Other provisions are as follows:

At At
December 31, Charged to Other December 31,
(€ thousand) 2014 profit and loss Utilization movements 2015
Warranty and incentives 42,210 116,192 (109,593) 1,335 50,144
Restructuring provision 1,903 256 (2,082) - 77
Modification and campaign 2,728 4,105 (2,017) - 4,816
Other risks 8,605 8,619 (2,501) 5,777 20,500
Total Other provisions 55,446 129,172 (116,193) 7,112 75,537

23. Trade payables


At December 31, 2015, trade payables totaled €231,292 thousand, representing a net decrease of €38,436 thousand over December 31, 2014,
and consisted of the following:

(€ thousand) At December 31, 2015 At December 31, 2014 Change


Trade payables to third parties 129,696 7,461 122,235
Trade payables to other related parties 2,714 4,080 (1,366)
Intercompany trade payables 98,882 258,187 (159,305)
Total Trade payables 231,292 269,728 (38,436)

Trade payables include payables for goods and services.


Trade payables are due within one year and their carrying amount at the reporting date is deemed to approximate their fair value.

24. Current financial liabilities


At December 31, 2015, current financial liabilities totaled €4,633,884 thousand, a €8,232 thousand decrease over December 31, 2014 and
related to:

(€ thousand) At December 31, 2015 At December 31, 2014 Change


Current account with CNH Industrial Finance S.p.A. 253,508 267,734 (14,226)
Current account with/Loan from CNH Industrial Finance Europe S.A. 4,369,423 4,358,473 10,950
Accrued interest expense 10,837 4,065 6,772
Liability from derivative financial instruments 116 11,844 (11,728)
Total Current financial liabilities 4,633,884 4,642,116 (8,232)

The short term financial payables to CNH Industrial Finance Europe S.A. relate to the Uncommitted revolving credit facility agreement dated
September 30, 2013, and subsequently amended on September 30, 2014, whereas CNH Industrial Finance Europe S.A. has made available
to CNH Industrial N.V. an uncommitted revolving credit facility for the making of advances in a maximum aggregate amount of EUR 5 billion.
The short term financial payables to CNH Industrial Finance S.p.A. and CNH Industrial Finance Europe S.A. bears floating interest at market
rate. There are no pledges on such credit facilities.
The carrying amount of those liabilities is deemed to be in line with their fair value.
202 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

25. Other debt


At December 31, 2015, other debt totaled €87,020 thousand, a net decrease of €29,947 thousand over December 31, 2014, and included the
following:

At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Other debt:
Intercompany debt:
Consolidated Italian corporate tax 30,683 45,499 (14,816)
Consolidated VAT 22,174 34,154 (11,980)
Other 5,062 3,455 1,607
Total intercompany debt 57,919 83,108 (25,189)
Current amounts payable to employees, social security, directors 5,007 8,509 (3,502)
Taxes payable-direct tax 7,863 4,236 3,627
Taxes payable-indirect tax 7,040 11,900 (4,860)
Accrued expenses 7,671 6,142 1,529
Other 1,520 3,072 (1,552)
Total Other debt 87,020 116,967 (29,947)

Intercompany debt for consolidated Italian corporate tax of €30,683 thousand (€45,499 thousand at December 31, 2014) consisted of
compensation payable for tax losses and Italian corporate tax credits contributed by Italian subsidiaries participating in the domestic tax
consolidation program for 2015 in relation to which CNH Industrial N.V. is the consolidating entity.
At December 31, 2015, Intercompany debt for consolidated VAT of €22,174 thousand consisted of VAT receivables of Italian subsidiaries
transferred to CNH Industrial N.V. as part of the consolidated VAT regime.
At December 31, 2015, Taxes payable-indirect tax consisted of VAT payable due in the UK.
Other debt and taxes payable are all due within one year and their carrying amount is deemed to approximate their fair value.

26. Guarantees, commitments and contingent liabilities


Guarantees issued
The breakdown of outstanding guarantees is as follows:

At At
(€ thousand) December 31, 2015 December 31, 2014 Change
Guarantees issued
in the interest of Group companies 5,935,439 7,458,805 (1,523,366)
in the interest of third parties - - -
Total guarantees 5,935,439 7,458,805 (1,523,366)
Total Guarantees issued 5,935,439 7,458,805 (1,523,366)

At December 31, 2015, Guarantees issued totaled €5,935,439 thousand, decreasing by €1,523,366 thousand over December 31, 2014.
All guarantees were issued in favour of third parties and in the interest of Group companies and were made up as follows:
€4,611,378 thousand for six bonds: four bonds issued from CNH Industrial Finance Europe SA (due between 2016 and 2025), one bond
issued from Case New Holland Industrial Inc. due in 2017 and one bond issued from CNH Industrial America LLC reimbursed in January
2016;
€394,800 thousand for borrowings, mainly granted to Banco CNH Industrial Capital S.A. by Banco National de Desenvolvimento Economico
e Social (BNDES) and Agencia Especial de Financiamento Industrial (FINAME) and the other one granted to CNH Industrial Finance S.p.A.
by the European Investment Bank;
€586,880 thousand for credit lines granted from different banks primarily to CNH Industrial Finance S.p.A.; CNH Industrial Finance Europe
S.A.; CNH Industrial Capital Australia Pty.Ltd. and Case New Holland Machinery (Harbin) Ltd;
€95,829 thousand for sundry guarantees (including property lease guarantees in the interest of CNH Industrial America LLC and for good
execution of works granted in the interest of joint ventures);
€246,552 thousand for payment obligations related to excess VAT credits of the direct and indirect subsidiaries of CNH Industrial N.V.
At December 31, 2015, there were no guarantees outstanding issued in the interest of entities that did not belong to Group companies.
203

Other contingencies
Other contingencies are described in Note 30 “Commitments and contingencies” of the Consolidated Financial Statements.

27. Audit fees


The following table reports fees paid to the independent auditor Ernst & Young or entities in their network for audit and other services to the
Group.

(€ thousand) 2015 2014


Audit 8,467 8,461
Audit related 1,071 410
Tax fees 69 60
Other services - 241
Total Audit fees 9,607 9,172

Audit fees of Ernst & Young Accountants LLP amount to €60,500 for CNH Industrial N.V. No other services were performed by Ernst &
Young Accountants LLP.

28. Board remuneration


Detailed information on Board of Directors compensation, including their shares and share options, is included in the Remuneration Report
section as included in the Report on Operations of this Annual Report.

March 4, 2016

The Board of Directors

Sergio Marchionne
Richard J. Tobin
Jacqueline A. Tammenoms Bakker
John Elkann
Mina Gerowin
Maria Patrizia Grieco
Léo W. Houle
Peter Kalantzis
John Lanaway
Guido Tabellini
Jacques Theurillat
204 COMPANY OTHER
FINANCIAL INFORMATION
STATEMENTS
AT DECEMBER 31,
2015

OTHER INFORMATION
Independent Auditor’s Report
The report of the Company’s independent auditor, Ernst & Young Accountants LLP, The Netherlands is set forth
following this Annual Report.

Dividends
Dividends will be determined in accordance with the articles 22 of the Articles of Association of CNH Industrial
N.V. The relevant provisions of the Articles of Association read as follows:
1. The Company shall maintain a special capital reserve to be credited against the share premium exclusively
for the purpose of facilitating any issuance or cancellation of special voting shares. The special voting shares
shall not carry any entitlement to the balance of the special capital reserve. The Board of Directors shall be
authorized to resolve upon (i) any distribution out of the special capital reserve to pay up special voting shares
or (ii) re-allocation of amounts to credit or debit the special capital reserve against or in favour of the share
premium reserve.
2. The Company shall maintain a separate dividend reserve for the special voting shares. The special voting
shares shall not carry any entitlement to any other reserve of the Company. Any distribution out of the special
voting shares dividend reserve or the partial or full release of such reserve will require a prior proposal from
the Board of Directors and a subsequent resolution of the general meeting of holders of special voting shares.
3. From the profits, shown in the annual accounts, as adopted, such amounts shall be reserved as the Board of
Directors may determine.
4. The profits remaining thereafter shall first be applied to allocate and add to the special voting shares dividend
reserve an amount equal to one percent (1%) of the aggregate nominal amount of all outstanding special
voting shares. The calculation of the amount to be allocated and added to the special voting shares dividend
reserve shall occur on a time-proportionate basis. If special voting shares are issued during the financial year
to which the allocation and addition pertains, then the amount to be allocated and added to the special voting
shares dividend reserve in respect of these newly issued special voting shares shall be calculated as from the
date on which such special voting shares were issued until the last day of the financial year concerned. The
special voting shares shall not carry any other entitlement to the profits.
5. Any profits remaining thereafter shall be at the disposal of the general meeting of shareholders for distribution
of dividend on the common shares only, subject to the provision of paragraph 8 of this article.
6. Subject to a prior proposal of the Board of Directors, the general meeting of shareholders may declare
and pay dividends in United States Dollars. Furthermore, subject to the approval of the general meeting of
shareholders and the Board of Directors having been designated as the body competent to pass a resolution
for the issuance of shares in accordance with Article 5, the Board of Directors may decide that a distribution
shall be made in the form of shares or that shareholders shall be given the option to receive a distribution
either in cash or in the form of shares.
7. The Company shall only have power to make distributions to shareholders and other persons entitled to
distributable profits to the extent the Company’s equity exceeds the sum of the paid-up portion of the share
capital and the reserves that must be maintained in accordance with provision of law. No distribution of
profits may be made to the Company itself for shares that the Company holds in its own share capital.
8. The distribution of profits shall be made after the adoption of the annual accounts, from which it appears that
the same is permitted.
9. The Board of Directors shall have power to declare one or more interim dividends, provided that the
requirements of paragraph 5 hereof are duly observed as evidenced by an interim statement of assets and
liabilities as referred to in Article 2:105 paragraph 4 of the Dutch Civil Code and provided further that the
policy of the Company on additions to reserves and dividends is duly observed. The provisions of paragraphs
2 and 3 hereof shall apply mutatis mutandis.
205

10. The Board of Directors may determine that dividends or interim dividends, as the case may be, shall be paid,
in whole or in part, from the Company’s share premium reserve or from any other reserve, provided that
payments from reserves may only be made to the shareholders that are entitled to the relevant reserve
upon the dissolution of the Company.
11. Dividends and other distributions of profit shall be made payable in the manner and at such date(s) -
within four weeks after declaration thereof - and notice thereof shall be given, as the general meeting of
shareholders, or in the case of interim dividends, the Board of Directors shall determine, provided, however,
that the Board of Directors shall have the right to determine that each payment of annual dividends in
respect of shares be deferred for a period not exceeding five consecutive annual periods.
12. Dividends and other distributions of profit, which have not been collected within five years and one day after
the same have become payable, shall become the property of the Company.

In accordance with the above provisions and after the allocation of the duly amount, calculated pursuant to article
22 paragraph 4 of the Articles of Association, to the special voting shares dividend reserve, the Board of Directors
recommended to the Company’s shareholders that the Company declare a dividend of €0.13 per common share,
totaling approximately €177 million (equivalent to approximately $195 million, translated at the exchange rate
reported by the European Central Bank on February 26, 2016). The proposal is subject to the approval of the
Company’s shareholders at the Annual General Meeting of shareholders to be held on April 15, 2016.
The remaining amount of Profit will be allocated to Retained Profit.
If the proposed cash dividend is approved by shareholders at the AGM on April 15, 2016, it is expected that the
dividend will be paid on May 3, 2016 on the outstanding common shares.
The record date for the dividend will be April 26, 2016 and the outstanding common shares will be quoted ex-
dividend from April 25, 2016.

Subsequent Events
CNH Industrial has evaluated subsequent events through March 4, 2016, which is the date the financial statements
were authorized for issuance.
On January 29, 2016, CNH Industrial announced a buy-back program to repurchase up to $300 million in
common shares from time to time, subject to market and business conditions, as previously authorized at the
Annual General Meeting held on April 15, 2015. The purchases are carried out on the MTA, in compliance with
applicable rules and regulations, subject to (i) a maximum price per common share equal to the average of the
highest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List of
the MTA plus 10% (maximum price) and to (ii) a minimum price per common share equal to the average of the
lowest price on each of the five trading days prior to the date of acquisition, as shown in the Official Price List
of the MTA minus 10% (minimum price). As of February 26, 2016, the Company has repurchased 800 thousand
common shares on the MTA under this buy-back program.
On February 17, 2016, the Venezuelan government devalued its currency and changed its official and most
preferential exchange rate to the CENCOEX rate, which will continue to be used for purchases of certain
essential goods, from 6.3 Bs.F. to 10 Bs.F. per U.S. dollar. Venezuela reduced its three-tier system of exchange
rates to two tiers by eliminating the intermediate exchange rate (i.e., the SICAD rate), which last sold U.S. dollars
for 13.5 Bs.F. Effective February 18, 2016, the SIMADI exchange rate was allowed to float freely beginning at a
rate of 202.9 Bs.F. to the U.S. dollar. CNH Industrial is currently in the process of assessing the potential impact,
if any, that this change to the Venezuelan exchange rate mechanism may have on its business, financial position,
cash flows and/or results of operations in future periods.

Disclosures pursuant to Decree Article 10 EU-Directive on Takeovers


In accordance with the Dutch Besluit artikel 10 overnamerichtlijn (the Decree), the Company makes the following
disclosures:
a. For information on the capital structure of the Company, the composition of the issued share capital and
the existence of the two classes of shares, please refer to Note 13 to the statutory financial statements
in this Annual Report. For information on the rights attached to the common shares, please refer to the
Articles of Association which can be found on the Company’s website. To summarise, the rights attached to
206 COMPANY NOTES
FINANCIAL
STATEMENTS
AT DECEMBER 31,
2015

common shares comprise pre-emptive rights upon issue of common shares, the entitlement to attend the
general meeting of shareholders and to speak and vote at that meeting and the entitlement to distributions
of such amount of the Company’s profit as remains after allocation to reserves. For information on the rights
attached to the special voting shares, please refer to the Articles of Association and the Terms and Conditions
for the Special Voting Shares which can both be found on the Company’s website and more in particular to
the paragraph “Loyalty Voting Structure” of this Annual Report in the chapter “Corporate Governance”.
As at 31 December 2015, the issued share capital of the Company consisted of 1,362,048,989 common
shares, representing 74 per cent. of the aggregate issued share capital and 474,474,276 special voting shares,
representing 26 per cent. of the aggregate issued share capital.
b. The Company has imposed no limitations on the transfer of common shares. The Articles of Association
provide in Article 12 for transfer restrictions for special voting shares. The Company is not aware of any
depository receipts having been issued for shares in its capital.
c. For information on participations in the Company’s capital in respect of which pursuant to Sections 5:34, 5:35
and 5:43 of the Dutch Financial Supervision Acts (Wet op het financieel toezicht) notification requirements
apply, please refer to the chapter “Shareholders” of this Annual Report. There you will find a list of shareholders
who are known to the Company to have holdings of 3% or more.
d. No special control rights or other rights accrue to shares in the capital of the Company.
e. Current equity incentive plans adopted by the Company are administered by the Compensation Committee.
f. No restrictions apply to voting rights attached to shares in the capital of the Company, nor are there any
deadlines for exercising voting rights. The Articles of Association do not allow the Company to cooperate with
the issue of depository receipts for shares.
g. The Company is not aware of the existence of any agreements with shareholders which may result in
restrictions on the transfer of shares or limitation of voting rights.
h. The rules governing the appointment and dismissal of members of the board of directors of the Company are
stated in the Articles of Association of the Company. All members of the Board of Directors are appointed
by the general meeting of shareholders. The term of office of all members of the Board of Directors is for a
period of approximately one year after appointment, such period expiring on the day the first Annual General
Meeting of shareholders is held in the following calendar year. The general meeting of shareholders has the
power to dismiss any member of the Board of Directors at any time.
The rules governing an amendment of the Articles of Association are stated in the Articles of Association
and require a resolution of the general meeting of shareholders which can only be passed pursuant to a prior
proposal of the Board of Directors of the Company.
i. The general powers of the Board of Directors are stated in the Articles of Association of the Company. For a
period of five years as of 28 September 2013, the Board of Directors is irrevocably authorised to issue special
voting shares up to the maximum aggregate amount of special voting shares as provided for in the authorised
capital of the Company stated in its Articles of Association. For a period of five years as of 29 September
2013, the Board of Directors has been authorised by resolution of the general meeting of shareholders on 9
September 2013 to issue common shares in the capital of the Company up to a maximum of 15 per cent. of
the total number of common shares issued in the capital of the Company plus an additional 15% of the issued
share capital of the Company in relation to mergers and acquisition as at 29 September 2013. Furthermore and
without application of the 15% limitation, the Board of Directors shall be authorised to issue common shares
and to grant rights to subscribe for common shares in the capital of the Company pursuant to any approved
equity or incentive or compensation plan. The Board of Directors has been authorised by resolution of the
general meeting of shareholders on 9 September 2013 to resolve upon limitation or exclusion of pre-emptive
rights in respect of any issuance of common shares. The Board of Directors is authorised to acquire shares in
the capital of the Company for no consideration. Further rules on the governing the acquisition of shares by
the Company in its own share capital are set out in article 5 of the articles of association of the Company.
j. The Company is not a party to any significant agreements which will take effect, will be altered or will be
terminated upon a change of control of the Company as a result of a public offer within the meaning of Section
5:70 of the Dutch Financial Supervision Act (Wet op het financieel toezicht), provided that some of the loan
agreements guaranteed by the Company and certain bonds guaranteed by the Company contain clauses that,
as it is customary for such financial transactions, may require early repayment or termination in the event of a
change of control of the guarantor or the borrower. In certain cases, that requirement may only be triggered
if the change of control event coincides with other conditions, such as a rating downgrade.
207
O4
APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES
AT DECEMBER 31, 2015
210 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES

% of Group % interest % of voting


Name Registered Office Country Share capital Currency consolidation Interest held by held rights

CONTROLLING COMPANY
Parent Company
CNH Industrial N.V. Amsterdam Netherlands 18,233,420 EUR -- -- -- --

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS


2 H Energy S.A.S. Fécamp France 2,000,000 EUR 100.00 CNH Industrial Finance France S.A. 100.000
Afin Bohemia s.r.o. Prague Czech Republic 1,000,000 CZK 100.00 Iveco FS Holdings Limited 100.000
Afin Bulgaria EAD Sofia Bulgaria 310,110 BGN 100.00 Iveco FS Holdings Limited 100.000
Afin Slovakia S.R.O. Bratislava Slovack Republic 39,833 EUR 100.00 Iveco FS Holdings Limited 98.120
Iveco Capital Limited 1.880
Afin Trade Bulgaria Eood Sofia Bulgaria 5,000 BGN 100.00 Afin Bulgaria EAD 100.000
Amce-Automotive Manufacturing
Co.Ethiopia Addis Ababa Ethiopia 100,000,000 ETB 70.00 CNH Industrial N.V. 70.000
Astra Veicoli Industriali S.p.A. Piacenza Italy 10,400,000 EUR 100.00 Iveco S.p.A. 100.000
Banco CNH Industrial Capital S.A. Curitiba Brazil 891,582,770 BRL 100.00 CNH Industrial N.V. 53.513
CNH Industrial Capital U.K. Ltd 45.816
CNH Industrial Latin America Ltda. 0.671
Bli Group Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Blue Leaf I.P. Inc. Wilmington U.S.A. 1,000 USD 100.00 Bli Group Inc. 100.000
Blue Leaf Insurance Company Burlington U.S.A. 250,000 USD 100.00 CNH Industrial America LLC 100.000
Case Brazil Holdings Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Case Canada Receivables, Inc. Calgary Canada 1 CAD 100.00 CNH Industrial Capital America LLC 100.000
Case Construction Machinery
(Shanghai) Co., Ltd Shanghai People’s Rep.of China 14,000,000 USD 100.00 CNH Industrial N.V. 100.000
Case Credit Holdings Limited Wilmington U.S.A. 5 USD 100.00 CNH Industrial Capital America LLC 100.000
Case Dealer Holding Company LLC Wilmington U.S.A. 1 USD 100.00 CNH Industrial America LLC 100.000
Case Equipment Holdings Limited Wilmington U.S.A. 5 USD 100.00 CNH Industrial America LLC 100.000
Case Equipment International
Corporation Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Case Europe S.a.r.l. Le Plessis-Belleville France 7,622 EUR 100.00 CNH Industrial America LLC 100.000
Case Harvesting Systems GmbH Berlin Germany 281,211 EUR 100.00 CNH Industrial America LLC 100.000
CASE ILE DE FRANCE Saint-Pathus France 600,000 EUR 100.00 CNH Industrial France 100.000
Case India Limited Wilmington U.S.A. 5 USD 100.00 CNH Industrial America LLC 100.000
Case New Holland Construction
Equipment (India) Private Limited Mumbai India 240,100,000 INR 98.20 CNH Industrial America LLC 50.000
New Holland Fiat (India) 50.000
Private Limited
Case New Holland Industrial Inc. Wilmington U.S.A. 5 USD 100.00 CNH Industrial N.V. 100.000
CASE New Holland Machinery
Trading (Shanghai) Co. Ltd. Shanghai People’s Rep.of China 2,250,000 USD 100.00 CNH Industrial America LLC 100.000
Case United Kingdom Limited Basildon United Kingdom 3,763,618 GBP 100.00 CNH Industrial America LLC 100.000
CNH (China) Management Co., Ltd. Shanghai People’s Rep.of China 12,000,000 USD 100.00 CNH Industrial N.V. 100.000
CNH (Shanghai) Equipment R&D
Co., Ltd. Shanghai People’s Rep.of China 2,000,000 USD 100.00 CNH Industrial N.V. 100.000
CNH Capital Finance LLC Wilmington U.S.A. 5,000 USD 100.00 Case Credit Holdings Limited 100.000
CNH Capital Operating Lease
Equipment Receivables LLC Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial Capital America LLC 100.000
CNH Capital Receivables LLC Wilmington U.S.A. 0 USD 100.00 CNH Industrial Capital America LLC 100.000
CNH Componentes, S.A. de C.V. Queretaro Mexico 135,634,842 MXN 100.00 CNH Industrial America LLC 100.000
CNH Industrial America LLC Wilmington U.S.A. 0 USD 100.00 Case New Holland Industrial Inc. 100.000
CNH Industrial Argentina S.A. Buenos Aires Argentina 356,036,105 ARS 100.00 CNH Industrial Latin America Ltda. 93.292
New Holland Holding (Argentina) S.A. 6.708
CNH Industrial Asian Holding
Limited N.V. Zedelgem Belgium 25,000,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Australia Pty Limited St. Marys Australia 293,408,692 AUD 100.00 CNH Industrial N.V. 100.000
CNH Industrial Baumaschinen GmbH Berlin Germany 61,355,030 EUR 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Belgium N.V. Zedelgem Belgium 456,081,158 EUR 100.00 CNH Industrial Europe Holding S.A. 88.828
New Holland Holding Limited 11.172
211

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS (continued)


% of Group % interest % of voting
Name Registered Office Country Share capital Currency consolidation Interest held by held rights

CNH Industrial BM GmbH Wollersdorf Austria 35,000 EUR 100.00 CNH Industrial Osterreich GmbH 100.000
CNH Industrial Canada, Ltd. Toronto Canada 28,000,100 CAD 100.00 CNH Industrial N.V. 100.000
CNH Industrial Capital America LLC Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial Capital LLC 100.000
CNH Industrial Capital Australia Pty
Limited St. Marys Australia 70,675,693 AUD 100.00 CNH Industrial Australia Pty Limited 100.000
CNH Industrial Capital Benelux NV Zedelgem Belgium 45,673,745 EUR 100.00 CNH Industrial N.V. 99.996
CNH Industrial Capital U.K. Ltd 0.004
CNH Industrial Capital Canada Ltd. Calgary Canada 5,435,350 CAD 100.00 Case Credit Holdings Limited 100.000
CNH Industrial Capital LLC Wilmington U.S.A. 0 USD 100.00 CNH Industrial America LLC 100.000
CNH INDUSTRIAL CAPITAL S.A. Buenos Aires Argentina 77,545,800 ARS 100.00 CNH Industrial Argentina S.A. 50.000
Iveco Argentina S.A. 50.000
CNH Industrial Capital Solutions S.p.A. Turin Italy 60,000,000 EUR 100.00 CNH Industrial N.V. 50.100
Iveco FS Holdings Limited 49.900
CNH Industrial Capital U.K. Ltd Basildon United Kingdom 10,000,001 GBP 100.00 CNH Industrial Capital Benelux NV 100.000
CNH Industrial Danmark A/S Hvidovre Denmark 12,000,000 DKK 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Deutschland GmbH Heilbronn Germany 18,457,650 EUR 100.00 CNH Industrial Baumaschinen GmbH 90.000
CNH Industrial Europe Holding S.A. 10.000
CNH Industrial Europe Holding S.A. Luxembourg Luxembourg 100,000,000 USD 100.00 CNH Industrial N.V. 100.000
CNH Industrial Finance Europe S.A. Luxembourg Luxembourg 50,000,000 EUR 100.00 CNH Industrial N.V. 60.000
CNH Industrial Finance S.p.A. 40.000
CNH Industrial Finance France S.A. Trappes France 1,000,000 EUR 100.00 CNH Industrial N.V. 99.998
CNH Industrial Finance
North America Inc. Wilmington U.S.A. 25,000,000 USD 100.00 CNH Industrial N.V. 60.000
CNH Industrial Finance S.p.A. 40.000
CNH Industrial Finance S.p.A. Turin Italy 100,000,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Financial Services A/S Hvidovre Denmark 500,000 DKK 100.00 CNH Industrial N.V. 100.000
CNH Industrial Financial Services
GmbH Heilbronn Germany 1,151,000 EUR 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Financial Services S.A. Morigny-Champigny France 105,860,635 EUR 100.00 CNH Industrial N.V. 99.466
CNH Industrial Capital Benelux NV 0.534
CNH Industrial France Morigny-Champigny France 52,965,450 EUR 100.00 CNH Industrial Europe Holding S.A. 100.000
CNH Industrial Italia s.p.a. Turin Italy 56,225,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Latin America Ltda. Contagem Brazil 1,551,568,579 BRL 100.00 CNH Industrial N.V. 85.658
Case Brazil Holdings Inc. 12.557
Case Equipment International 1.785
Corporation
CNH Industrial Machinery (Harbin)
Co. Ltd. Harbin People’s Rep.of China 30,000,000 USD 100.00 CNH Industrial Asian Holding 99.920
Limited N.V. 0.080
CNH Industrial Europe Holding S.A.
CNH Industrial Maquinaria Spain S.A. Coslada Spain 21,000,000 EUR 100.00 Iveco Espana S.L. 100.000
CNH Industrial Osterreich GmbH St. Valentin Austria 2,000,000 EUR 100.00 CNH Industrial N.V. 100.000
CNH Industrial Parts
and Service Operations LLC Moscow Russia 54,000,000 RUB 100.00 Iveco Nederland B.V. 100.000
CNH Industrial Polska Sp. z o.o. Plock Poland 162,591,660 PLN 100.00 CNH Industrial Belgium N.V. 100.000
CNH Industrial Portugal-Comercio de
Tractores e Maquinas Agricolas Ltda Carnaxide Portugal 498,798 EUR 100.00 CNH Industrial Europe Holding S.A. 99.980
CNH Industrial Italia s.p.a. 0.020
CNH Industrial Sales and services
GmbH Berlin Germany 25,000 EUR 100.00 CNH Industrial Baumaschinen GmbH 100.000
CNH Industrial Services (Thailand)
Limited Bangkok Thailand 10,000,000 THB 100.00 CNH Industrial Services S.r.l. 99.997
CNH Industrial Services S.r.l. Modena Italy 10,400 EUR 100.00 CNH Industrial Italia s.p.a. 100.000
CNH Reman LLC Wilmington U.S.A. 4,000,000 USD 50.00 CNH Industrial America LLC 50.000
CNH U.K. Limited Basildon United Kingdom 25,275 GBP 100.00 New Holland Holding Limited 100.000
CNH Wholesale Receivables LLC Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial Capital America LLC 100.000
CNHI COMERCIO DE PEÇAS LTDA Nova Lima Brazil 1,872,472 BRL 100.00 FPT Industrial S.p.A. 100.000
CNHI International S.A. Paradiso Switzerland 100,000 CHF 100.00 CNH Industrial N.V. 100.000
Effe Grundbesitz GmbH Ulm Germany 10,225,838 EUR 83.77 Iveco Investitions GmbH 90.000
F. Pegaso S.A. Madrid Spain 993,045 EUR 100.00 Iveco Espana S.L.Transolver Service S.A. 99.996
0.004
212 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS (continued)


% of Group % interest % of voting
Name Registered Office Country Share capital Currency consolidation Interest held by held rights

Farmpower Pty Limited St. Marys Australia 360 AUD 100.00 CNH Industrial Australia Pty Limited 100.000
Fiat Powertrain Technologies
Management (Shanghai) Co. Ltd. Shanghai People’s Rep.of China 2,000,000 USD 100.00 FPT Industrial S.p.A. 100.000
Fiat Powertrain Technologies
of North America, Inc. Wilmington U.S.A. 1 USD 100.00 FPT Industrial S.p.A. 100.000
Fiatallis North America LLC Wilmington U.S.A. 32 USD 100.00 CNH Industrial America LLC 100.000
Flagship Dealer Holding Company,
LLC Wilmington U.S.A. 1 USD 100.00 CNH Industrial America LLC 100.000
Flexi-Coil (U.K.) Limited Basildon United Kingdom 3,291,776 GBP 100.00 CNH Industrial Canada, Ltd. 100.000
FPT - Powertrain Technologies
France S.A. Garchizy France 73,444,960 EUR 100.00 Iveco France 97.200
CNH Industrial Finance France S.A. 2.800
FPT Industrial Argentina S.A. Buenos Aires Argentina 141,959,867 ARS 100.00 FPT Industrial S.p.A. 96.977
CNHI COMERCIO DE PEÇAS LTDA 3.023
FPT Industrial S.p.A. Turin Italy 100,000,000 EUR 100.00 CNH Industrial N.V. 100.000
FPT Motorenforschung AG Arbon Switzerland 4,600,000 CHF 100.00 FPT Industrial S.p.A. 100.000
Heuliez Bus S.A. Mauléon France 9,000,000 EUR 100.00 Société Charolaise de Participations S.A. 100.000
HFI Holdings Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
IAV-Industrie-Anlagen-Verpachtung
GmbH Ulm Germany 25,565 EUR 88.42 Iveco Investitions GmbH 95.000
Irisbus Italia S.p.A. Turin Italy 4,500,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco (China) Commercial Vehicle
Sales Co. Ltd Shanghai People’s Rep.of China 50,000,000 CNY 100.00 Iveco S.p.A. 100.000
Iveco (Schweiz) AG Kloten Switzerland 9,000,000 CHF 100.00 Iveco Nederland B.V. 100.000
Iveco Arac Sanayi VE Ticaret A.S. Samandira-Kartal/ Turkey 24,698,000 TRY 100.00 CNH Industrial N.V. 100.000
Istanbul
Iveco Argentina S.A. Buenos Aires Argentina 130,237,793 ARS 100.00 Iveco Espana S.L. 99.000
Astra Veicoli Industriali S.p.A. 1.000
Iveco Austria GmbH Vienna Austria 6,178,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Bayern GmbH Nuremberg Germany 742,000 EUR 94.00 Iveco Magirus AG 100.000
Iveco Capital Broker de Asigurare -
Reasigurare S.r.l. Bucharest Romenia 150,000 RON 100.00 Iveco Capital Leasing IFN S.A. 100.000
Iveco Capital Leasing IFN S.A. Bucharest Romenia 22,519,326 RON 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital Limited Basildon United Kingdom 798 GBP 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital Russia LLC Moscow Russia 50,000,000 RUB 100.00 Iveco FS Holdings Limited 100.000
Iveco Capital SA Paradiso Switzerland 14,000,000 CHF 100.00 Iveco FS Holdings Limited 100.000
Iveco Czech Republic A.S. Vysoke Myto Czech Republic 1,065,559,000 CZK 97.98 Iveco France 97.978
Iveco Danmark A/S Glostrup Denmark 501,000 DKK 100.00 CNH Industrial N.V. 100.000
Iveco Defence Vehicles SpA Bolzano Italy 25,000,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco Espana S.L. Madrid Spain 132,333,109 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Est Sas Hauconcourt France 2,005,600 EUR 100.00 Iveco France 100.000
Iveco Finance AG Kloten Switzerland 1,500,000 CHF 100.00 Iveco Capital Limited 100.000
Iveco Finland OY Espoo Finland 100,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco France Vénissieux France 92,856,130 EUR 100.00 Iveco Espana S.L. 50.326
CNH Industrial N.V. 49.674
Iveco FS Holdings Limited Basildon United Kingdom 26,001,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Holdings Limited Basildon United Kingdom 47,000,000 GBP 100.00 CNH Industrial N.V. 100.000
Iveco Insurance Vostok LLC Moscow Russia 740,000 RUB 100.00 Iveco FS Holdings Limited 100.000
Iveco International Trade Finance S.A.
in liquidazione Paradiso Switzerland 30,800,000 CHF 100.00 Iveco FS Holdings Limited 100.000
Iveco Investitions GmbH Ulm Germany 2,556,459 EUR 93.08 Iveco Magirus AG 99.020
Iveco L.V.I. S.a.s. Saint Priest France 503,250 EUR 100.00 Iveco France 100.000
Iveco Latin America Ltda Nova Lima Brazil 531,538,326 BRL 100.00 Iveco Espana S.L. 73.960
CNH Industrial Latin America Ltda. 26.040
Iveco Limited Basildon United Kingdom 117,000,000 GBP 100.00 Iveco Holdings Limited 100.000
Iveco Magirus AG Ulm Germany 50,000,000 EUR 94.00 CNH Industrial N.V. 88.340
Iveco S.p.A. 5.660
Iveco Magirus Fire Fighting GmbH Weisweil Germany 30,776,857 EUR 84.63 Iveco Magirus AG 90.032
213

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS (continued)


% of Group % interest % of voting
Name Registered Office Country Share capital Currency consolidation Interest held by held rights

Iveco Nederland B.V. Andelst Netherlands 21,920,549 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Nord Nutzfahrzeuge GmbH Hamburg Germany 1,611,500 EUR 94.00 Iveco Magirus AG 100.000
Iveco Nord S.A. Lesquin France 45,730 EUR 99.77 Iveco France 99.767
Iveco Nord-Ost Nutzfahrzeuge
GmbH Berlin Germany 2,120,000 EUR 94.00 Iveco Magirus AG 100.000
Iveco Norge A.S. Voyenenga Norway 18,600,000 NOK 100.00 CNH Industrial N.V. 100.000
Iveco Otomotiv Ticaret A.S. Samandira-Kartal/ Turkey 15,060,046 TRY 100.00 CNH Industrial N.V. 100.000
Istanbul
Iveco Partecipazioni Finanziarie S.r.l.
in liquidazione Turin Italy 2,600,000 EUR 100.00 Iveco S.p.A. 100.000
Iveco Participations s.a.s. Trappes France 468,656 EUR 100.00 Iveco France 100.000
Iveco Pension Trustee Ltd Watford United Kingdom 2 GBP 100.00 Iveco Holdings Limited 50.000
Iveco Limited 50.000
Iveco Poland Sp. z o.o. Warsaw Poland 46,974,500 PLN 100.00 CNH Industrial N.V. 100.000
Iveco Portugal-Comercio de Veiculos
Industriais S.A. Vila Franca de Xira Portugal 15,962,000 EUR 100.00 CNH Industrial N.V. 99.998 99.997
Astra Veicoli Industriali S.p.A. 0.001
Iveco Espana S.L. 0.001
Iveco Provence s.a.s. Vitrolles France 2,371,200 EUR 100.00 Iveco Participations s.a.s. 100.000
Iveco Retail Limited Basildon United Kingdom 1,750,100 GBP 100.00 Iveco Holdings Limited 100.000
Iveco Romania S.r.l. Bucharest Romenia 17,500 RON 100.00 Iveco Austria GmbH 100.000
Iveco S.p.A. Turin Italy 200,000,000 EUR 100.00 CNH Industrial N.V. 100.000
Iveco Slovakia, s.r.o. Bratislava Slovack Republic 6,639 EUR 97.98 Iveco Czech Republic A.S. 100.000
Iveco South Africa (Pty) Ltd. Vorna Valley - South Africa 15,000,750 ZAR 100.00 CNH Industrial N.V. 100.000
Midrand
Iveco South Africa Works (Pty) Ltd Cape Town South Africa 1,000 ZAR 60.00 Iveco South Africa (Pty) Ltd. 60.000
Iveco Sud-West Nutzfahrzeuge GmbH Mannheim-NeckarauGermany 1,533,900 EUR 94.00 Iveco Magirus AG 100.000
Iveco Sweden A.B. Arlov Sweden 600,000 SEK 100.00 CNH Industrial N.V. 100.000
Iveco Truck Services S.R.L. Bucharest Romenia 2,200,200 RON 100.00 Iveco Romania S.r.l. 95.000
Iveco Magyarorszag Kereskedelmi KFT 5.000
Iveco Trucks Australia Limited Dandenong Australia 47,492,260 AUD 100.00 CNH Industrial N.V. 100.000
Iveco Ukraine LLC Kiev Ukraine 49,258,692 UAH 100.00 CNH Industrial N.V. 100.000
Iveco Venezuela C.A. La Victoria Venezuela 3,985,803 VEF 100.00 CNH Industrial N.V. 62.689
Iveco S.p.A. 37.311
Iveco West Nutzfahrzeuge GmbH Düsseldorf Germany 3,017,000 EUR 94.00 Iveco Magirus AG 100.000
LLC “CNH Industrial (Russia)
Commercial Operations” Khimki Russia 60,984,008 RUB 100.00 Iveco Nederland B.V. 100.000
LLC “CNH Industrial (Russia)
Industrial Operations” Naberezhnye Chenly Russia 608,754,200 RUB 100.00 Iveco Nederland B.V. 100.000
MAGIRUS CAMIVA S.a.s. (societè
par actions simplifièe) Chambéry France 1,870,169 EUR 84.63 Iveco Magirus Fire Fighting GmbH 100.000
Magirus GmbH Ulm Germany 6,493,407 EUR 84.43 Iveco Magirus Fire Fighting GmbH 99.764
Magirus Lohr GmbH Kainbach Austria 1,271,775 EUR 84.43 Magirus GmbH 100.000
MBA AG Bassersdorf Switzerland 4,000,000 CHF 100.00 CNH Industrial N.V. 100.000
Mediterranea de Camiones S.L. Madrid Spain 48,080 EUR 100.00 Iveco Espana S.L. 99.875
CNH Industrial N.V. 0.125
New Holland Construction
Machinery S.p.A. San Mauro Torinese Italy 12,396,363 EUR 100.00 CNH Industrial Italia s.p.a. 100.000
New Holland Credit Company, LLC Wilmington U.S.A. 0 USD 100.00 CNH Industrial Capital LLC 100.000
New Holland Fiat (India)
Private Limited Mumbai India 12,485,547,400 INR 96.41 CNH Industrial Asian Holding 96.407 48.965
Limited N.V.
New Holland Holding (Argentina) S.A. Buenos Aires Argentina 23,555,415 ARS 100.00 CNH Industrial Latin America Ltda. 100.000
New Holland Holding Limited Basildon United Kingdom 33,601 GBP 100.00 CNH Industrial Europe Holding S.A. 100.000
New Holland Ltd Basildon United Kingdom 1,000,000 GBP 100.00 CNH Industrial N.V. 100.000
New Holland Tractor Ltd. Basildon United Kingdom 184,100 GBP 100.00 New Holland Holding Limited 100.000
O & K - Hilfe GmbH Berlin Germany 25,565 EUR 100.00 CNH Industrial Baumaschinen GmbH 100.000
Officine Brennero S.p.A. Trento Italy 2,833,830 EUR 100.00 Iveco S.p.A. 100.000
214 APPENDIX
CNH INDUSTRIAL
GROUP COMPANIES

SUBSIDIARIES CONSOLIDATED ON A LINE-BY-LINE BASIS (continued)


% of Group % interest % of voting
Name Registered Office Country Share capital Currency consolidation Interest held by held rights

OOO Iveco Russia Moscow Russia 868,545,000 RUB 100.00 CNH Industrial N.V. 99.960
Iveco Austria GmbH 0.040
Receivables Credit II Corporation Calgary Canada 1 CAD 100.00 CNH Industrial Capital America LLC 100.000
S.A. Iveco Belgium N.V. Groot Belgium 6,000,000 EUR 100.00 CNH Industrial N.V. 99.983
Iveco Nederland B.V. 0.017
SAIC Fiat Powertrain Hongyan Co. Ltd. Chongqing People’s Rep.of China 580,000,000 CNY 60.00 FPT Industrial S.p.A. 30.000
SAIC IVECO Commercial Vehicle 60.000
Investment Company Limited
Seddon Atkinson Vehicles Ltd Basildon United Kingdom 41,700,000 GBP 100.00 Iveco Holdings Limited 100.000
Shanghai New Holland Agricultural
Machinery Corporation Limited Shanghai People’s Rep. of China 67,000,000 USD 60.00 CNH Industrial Asian Holding 60.000
Limited N.V.
Société Charolaise
de Participations S.A. Vénissieux France 2,370,000 EUR 100.00 Iveco Espana S.L. 100.000
Société de Diffusion de Vehicules
Industriels-SDVI S.A.S. Trappes France 7,022,400 EUR 100.00 Iveco France 100.000
Steyr Center Nord GmbH Ruckersdorf- Austria 35,000 EUR 100.00 CNH Industrial Osterreich GmbH 100.000
Harmannsdorf
Transolver Finance S.A.S. Trappes France 9,468,219 EUR 100.00 CNH Industrial Financial Services S.A. 100.000
Transolver Service S.A. Madrid Spain 610,000 EUR 100.00 Iveco FS Holdings Limited 99.984
Iveco Espana S.L. 0.016
Transolver Services S.A. Trappes France 38,000 EUR 99.76 Iveco Capital Limited 99.760
UAB Iveco Capital Baltic Vilnius Lithuania 40,110 EUR 100.00 Iveco FS Holdings Limited 100.000
Uzcaseagroleasing LLC Tashkent Uzbekistan 5,000,000 USD 51.00 Case Credit Holdings Limited 51.000
UzCaseMash LLC Tashkent Uzbekistan 15,000,000 USD 60.00 Case Equipment Holdings Limited 60.000
UzCaseService LLC Tashkent Uzbekistan 5,000,000 USD 51.00 Case Equipment Holdings Limited 51.000
UzCaseTractor LLC Tashkent Uzbekistan 15,000,000 USD 51.00 Case Equipment Holdings Limited 51.000
Zona Franca Alari Sepauto S.A. Barcelona Spain 520,560 EUR 51.87 Iveco Espana S.L. 51.867

JOINTLY-CONTROLLED ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD


Case Mexico S.A. de C.V. São Pedro Garza Mexico 810,000 MXN 50.00 CNH de Mexico SA de CV 100.000
Garcia
Case Special Excavators N.V. Zedelgem Belgium 1,100,000 EUR 50.00 CNH Industrial N.V. 50.000
CNH Comercial, SA de C.V. São Pedro Garza Mexico 160,050,000 MXN 50.00 CNH de Mexico SA de CV 100.000
Garcia
CNH de Mexico SA de CV São Pedro Garza Mexico 165,276,000 MXN 50.00 CNH Industrial N.V. 50.000
Garcia
CNH Industrial S.A. de C.V. São Pedro Garza Mexico 200,050,000 MXN 50.00 CNH de Mexico SA de CV 100.000
Garcia
CNH Servicios Comerciales,
S.A. de C.V., SOFOM, E.N.R. São Pedro Garza Mexico 50,000,000 MXN 50.00 CNH Industrial N.V. 50.000
Garcia
CNH Servicios Corporativos
S.A. de C.V. São Pedro Garza Mexico 375,000 MXN 50.00 CNH de Mexico SA de CV 99.999
Garcia
IVECO – OTO MELARA Società
Consortile a responsabilità limitata Rome Italy 40,000 EUR 50.00 Iveco Defence Vehicles SpA 50.000
Iveco Acentro S.p.A. Cagliari Italy 3,000,000 EUR 50.00 Iveco S.p.A. 50.000
Iveco Orecchia S.p.A. Turin Italy 8,000,000 EUR 50.00 Iveco S.p.A. 50.000
Naveco (Nanjing IVECO Motor Co.)
Ltd. Nanjing People’s Rep.of China 2,527,000,000 CNY 50.00 Iveco S.p.A. 50.000
New Holland HFT Japan Inc. Sapporo Japan 240,000,000 JPY 50.00 CNH Industrial N.V. 50.000
SAIC IVECO Commercial Vehicle
Investment Company Limited Shanghai People’s Rep.of China 224,500,000 USD 50.00 Iveco S.p.A. 50.000
SAIC Iveco Hongyan Commercial
Vehicles Co, Ltd. Chongqing People’s Rep.of China 1,900,000,000 CNY 33.50 SAIC IVECO Commercial Vehicle 67.000
Investment Company Limited
SAIC-IVECO Hongyan Axle Co. Ltd. Chongqing People’s Rep.of China 170,000,000 CNY 33.50 SAIC Iveco Hongyan Commercial 100.000
Vehicles Co, Ltd.
Transolver Finance Establecimiento
Financiero de Credito S.A. Madrid Spain 29,315,458 EUR 50.00 CNH Industrial N.V. 50.000
Turk Traktor ve Ziraat Makineleri A.S. Ankara Turkey 53,369,000 TRY 37.50 CNH Industrial Osterreich GmbH 37.500
215

JOINTLY-CONTROLLED ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD (continued)


% of Group % interest % of voting
Name Registered Office Country Share capital Currency consolidation Interest held by held rights

SUBSIDIARIES ACCOUNTED FOR USING THE EQUITY METHOD


CNH Industrial Korea LLC Gwangju South Korea 3,500,000,000 KRW 100.00 CNH Industrial N.V. 100.000
Iveco Colombia S.a.s. Santa Fe’ de Bogota Colombia 7,596,249,000 COP 100.00 Iveco Venezuela C.A. 99.990
Iveco Latin America Ltda 0.010
Northside New Holland Inc. Wilmington U.S.A. 250,000 USD 68.12 CNH Industrial America LLC 68.120

SUBSIDIARIES VALUED AT COST


Altra S.p.A. Genoa Italy 516,400 EUR 100.00 Iveco S.p.A. 100.000
Case Construction Equipment, Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Case IH Agricultural Equipment, Inc. Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Case International Limited Basildon United Kingdom 1 GBP 100.00 New Holland Holding Limited 100.000
Employers Health Initiatives LLC Wilmington U.S.A. 790,000 USD 100.00 CNH Industrial America LLC 100.000
International Harvester Company Wilmington U.S.A. 1,000 USD 100.00 CNH Industrial America LLC 100.000
Iveco Magyarorszag Kereskedelmi KFT Budapest Hungary 24,000,000 HUF 100.00 Iveco Austria GmbH 100.000
J.I. Case Company Limited Basildon United Kingdom 2 GBP 100.00 Case United Kingdom Limited 100.000
MVPC LLC Moscow Russia 10,000 RUB 50.00 OOO Iveco Russia 50.000
New Industrial Business 2 s.r.l. Turin Italy 50,000 EUR 100.00 CNH Industrial N.V. 100.000
RosCaseMash Saratov Russia 0 RUB 38.25 Case Equipment Holdings Limited 38.250 51.000

ASSOCIATED COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD


Al-Ghazi Tractors Ltd Karachi Pakistan 289,821,005 PKR 43.17 CNH Industrial N.V. 43.169
CNH Industrial Capital Europe S.a.S. Puteaux France 88,482,297 EUR 49.90 CNH Industrial N.V. 49.900
Farm FZCO Jebel Ali United Arab Emirates 6,600,000 AED 28.79 CNH Industrial Italia s.p.a. 28.788
IVECO-AMT Ltd. Miass Russia 65,255,056 RUB 33.33 CNH Industrial N.V. 33.330

ASSOCIATED COMPANIES VALUED AT COST


CONSORZIO FCA CNHI ENERGY Turin Italy 7,000 EUR 42.86 CNH Industrial Italia s.p.a. 14.286
FPT Industrial S.p.A. 14.286
Iveco S.p.A. 14.286
Consorzio Nido Industria Vallesina Ancona Italy 53,903 EUR 38.73 CNH Industrial Italia s.p.a. 38.728
Sotra S.A. Abidjan Ivory Coast 3,000,000,000 XOF 39.80 Iveco France 39.800
Trucks & Bus Company Tajoura Libya 96,000,000 LYD 25.00 Iveco Espana S.L. 25.000

OTHER COMPANIES VALUED AT COST


CODEFIS Società consortile per azioni Turin Italy 120,000 EUR 19.00 CNH Industrial Capital U.K. Ltd 19.000
Nuova Didactica S.c. a r.l. Modena Italy 112,200 EUR 12.27 CNH Industrial Italia s.p.a. 12.273
Polagris S.A. Pikieliszki Lithuania 1,133,400 LTL 11.05 CNH Industrial Polska Sp. z o.o. 11.054
O5
INDEPENDENT
AUDITOR’S
REPORT
218 INDEPENDENT
AUDITOR’S
REPORT

INDEPENDENT
AUDITOR’S REPORT
TO: THE SHAREHOLDERS AND AUDIT COMMITTEE OF THE BOARD
OF DIRECTORS OF CNH INDUSTRIAL N.V.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2015


Our opinion
We have audited the financial statements 2015 of CNH Industrial N.V. (the Company), incorporated in Amsterdam, the Netherlands. The
financial statements include the consolidated financial statements and the company financial statements (collectively referred to as the financial
statements).
In our opinion:
The consolidated financial statements give a true and fair view of the financial position of CNH Industrial N.V. as at December 31, 2015 and
of its result and its cash flows for 2015 in accordance with International Financial Reporting Standards as adopted by the European Union
(EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code
The company financial statements give a true and fair view of the financial position of CNH Industrial N.V. as at December 31, 2015 and of
its result for 2015 in accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
The consolidated statement of financial position as at December 31, 2015
The following statements for 2015: the consolidated income statement, the consolidated statements of comprehensive income, cash flows
and changes in equity
The notes comprising a summary of the significant accounting policies and other explanatory information
The company financial statements comprise:
The statement of financial position as at December 31, 2015
The income statement for 2015
The notes comprising a summary of the significant accounting policies and other explanatory information

Basis for our opinion


We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards
are further described in the section our responsibilities for the audit of the financial statements of our report.
We are independent of CNH Industrial N.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-
opdrachten (ViO) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening
gedrags- en beroepsregels accountants (VGBA).
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Materiality
Materiality $ 70 million (or € 64 million)

Benchmark used Approximately 5% of operating profit

Additional explanation Materiality is based on operating profit, as we consider an earnings-based measure as an appropriate basis for determining our overall
materiality. The users of the financial statements of profit-oriented entities tend to focus on operational performance. We changed the
benchmark from last year (from 5% of pretax income to 5% of operating profit) to reflect the volatility of the results given the recent
business and market conditions. We believe that operating profit is an important metric for the financial performance of the company.
219

We have also taken into account misstatements and/or possible misstatements that in our opinion are material to the users of the financial
statements for qualitative reasons.
We agreed with the audit committee that misstatements in excess of $ 3.5 million (or € 3.2 million), which are identified during the audit, would
be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit


CNH Industrial N.V. is the parent of a group of entities (collectively referred to as the Group). The consolidated financial statements of the
Group as at December 31, 2015 include CNH Industrial N.V. and 179 consolidated subsidiaries. The Group is organized along five reportable
segments, being Agricultural Equipment, Construction Equipment, Commercial Vehicles, Powertrain and Financial Services, along with certain
other corporate functions which are not included within the reportable segments.

Our Group audit mainly focused on significant group entities. Group entities are considered significant either because of their individual
financial significance or because they are likely to include significant risks of material misstatement due to their specific nature or circumstances.
On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or on
specific items. In establishing the overall approach to the audit, we determined the audit procedures required to be performed by us, as Group
auditors or by component auditors derived from certain member firms of Ernst & Young Global Limited and operating under our instructions.

Accordingly, we identified 16 of CNH Industrial N.V.’s Group entities, which, in our view, required an audit of their complete financial information,
either due to their overall size or their risk characteristics. Specific audit procedures on certain balances and transactions were performed on
a further 28 entities. Of the remaining group entities, three were subject to analytical procedures, with a focus on higher risk balances and
unusual movements and additional audit procedures over specific transactions.

IN TOTAL OUR PROCEDURES REPRESENT 92% OF THE GROUP’S TOTAL ASSETS AND 90% OF NET REVENUES.

TOTAL ASSETS NET REVENUES

■ FULL SCOPE ■ SPECIFIC SCOPE ■ LIMITED SCOPE ■ NO SCOPE

By performing the procedures mentioned above at Group entities, together with additional procedures at Group level, we have been able to
obtain sufficient and appropriate audit evidence to provide a basis for our opinion on the consolidated financial statements.

Key audit matters


Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements. We have communicated the key audit matters to the audit committee. The key audit matters are not a comprehensive reflection
of all matters discussed.

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
220 INDEPENDENT
AUDITOR’S
REPORT

RISK OUR AUDIT RESPONSE

Revenue recognition and sales commitments


The Group records sales of equipment and replacement parts when title and all risks of ownership We assessed the overall sales process, including internal risk manage-
have transferred to the independent dealer or other customer according to the terms of sale, the ment procedures and the system controls for the recording of sales
sales price is agreed or determinable and receipt of payment can be assumed. contracts and related sales incentives. We obtained an understanding
Sales transactions are often concluded based upon ex-works or other common shipping terms of the processes related to revenue recognition and evaluated the de-
that can vary by region in which title and risks of ownership transfer to the buyer prior to actual sign and tested the effectiveness of controls in this area relevant to our
delivery of the product. Revenue recognition for these transactions is susceptible to an increase in audit. We performed a combination of internal control and substantive
risk related to differences in shipping cut-off at the financial reporting date. In addition, the Group audit procedures to address the revenue recognition through tests
records the estimated impact of sales allowances in the form of dealer and customer incentives as a of details of samples of sales transactions and analytical procedures.
reduction of revenue.The determination of sales allowances requires management to make estima- We also ensured that assumptions included in the sales incentive re-
tes based upon historical data, estimated future market demand, dealer inventory levels, announced serve analyses are properly supported.
incentive programs, competitive pricing and interest rates among other factors.
The Group disclosed its accounting policies related to revenue recognition in Note Significant
accounting policies to the consolidated financial statements.

Valuation of non-current assets with indefinite useful lives


At December 31, 2015 the recorded amount of goodwill and other intangible assets with indefinite We obtained an understanding of the impairment assessment proces-
useful lives was $ 2,458 million and $ 233 million, respectively; the majority of these assets relate to ses and evaluated the design and tested the effectiveness of key con-
the Agricultural Equipment, Construction Equipment and Financial Services segments. trols over the data and assumptions used in this area relevant to our
The Group tests for impairment the carrying amounts of these non-current assets annually or audit. Our focus included evaluating the work of the management spe-
more frequently, if there is an indication that an asset may be impaired. Determining the recoverable cialists used for the valuation, evaluating and testing key assumptions
amount of the assets is dependent on several critical management assumptions, including estimates used in the valuation including projected future income and earnings,
of future sales, gross margins, operating costs, income tax rates, terminal value growth rates, capital performing sensitivity analyses, and testing the allocation of the assets,
expenditures, changes in working capital requirements and the weighted average cost of capital (di- liabilities, revenues and expenses to each of the segments.
scount rate). The annual impairment test is significant to our audit because the assessment process
is complex and requires significant judgment.
The Group disclosed the nature and value of the assumptions used in the impairment analyses in
Note 14 to the consolidated financial statements.

Income taxes
At December 31, 2015, the Group had total theoretical future tax benefits arising from deductible We obtained an understanding of the income taxes process, and eva-
temporary differences of $ 2,211 million and tax loss carry forwards of $ 674 million that have been luated the design and tested the effectiveness of controls in this area
reduced by $ 583 million of tax assets whose recoverability is not probable and $ 1,455 million of relevant to our audit. We performed internal control procedures and
deferred tax liabilities. This resulted in net deferred tax assets of $ 847 million. The analysis of the substantive audit procedures on the estimate of uncertain tax posi-
recoverability of deferred tax assets was significant to our audit because the assessment process is tions and on the recognition of deferred tax balances based on diffe-
complex and judgmental and is based on assumptions that are affected by expected future market rent local tax regulations, and on the analysis of the recoverability of
or economic conditions. Additionally, due to the complexity of tax rules in certain jurisdictions the deferred tax assets based on the estimated future taxable income.
in which the Group operates, the risk of errors in the application of tax rules in determining the Our audit procedures included testing of underlying data, performing
Group’s uncertain tax positions exists. sensitivity analyses and evaluating and testing the key assumptions used
to determine the amounts recognized.
The Group disclosures related to income taxes are included in Note 11 to the consolidated financial
statements.

Allowance on receivables from financing activities


The Group provides financing for dealer stock and retail purchases of new and used equipment sold We obtained an understanding of the estimation process, and eva-
to retail customers and wholesale dealers and finance leases. At December 31, 2015, the allowance luated the design and effectiveness of the controls in this area rele-
on receivables from financing activities was $ 552 million. The allowance for doubtful accounts on vant to our audit. Our focus included evaluating the key estimates
receivables from financing activities is based on management’s estimate as to whether there is any and underlying assumptions used by management during this process.
objective evidence that a financial asset or group of assets may be impaired, which derives from the We designed a combination of internal control and substantive audit
past experience with similar receivables, current and historical past due amounts, dealer termination procedures related to the allowance on receivables from financing
rates, write-offs and collections, and the monitoring of the economic and market conditions. activities. Our key substantive audit procedures were performed at
or near year-end and were designed to validate management’s assu-
The Group disclosures related to the allowance on receivables from financing activities are in Note
mptions included in the allowance analysis including the accuracy and
19 to the consolidated financial statements.
completeness of the underlying data in the analysis.

Responsibilities of management and the audit committee for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of
Book 2 of the Dutch Civil Code, and for the preparation of the report on operations in accordance with Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation
of Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the Group’s ability to continue as a going
concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so. Management should disclose events and circumstances that may cast significant doubt on the Group’s ability to continue as a going
concern in the financial statements.
The audit committee is responsible for overseeing the Group’s financial reporting process.
221

Our responsibilities for the audit of the financial statements


Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all errors and fraud.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of the financial statements. The materiality affects the nature, timing and extent
of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch
Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:
Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and
performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management
Concluding on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence obtained,
whether a material uncertainty exists related to events and or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern
Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In
this respect we have determined the nature and extent of the audit procedures carried out for group entities within the scope of our audit.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant findings in internal control that we identify during our audit.
We provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the Financial
Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS


Report on the report on operations and the other information
Pursuant to legal requirements of Part 9 of Book 2 of the Dutch Civil Code (concerning our obligation to report about the report on
operations and other data):
We have no deficiencies to report as a result of our examination whether the report on operations, to the extent we can assess, has been
prepared in accordance with Part 9 of Book 2 of this Code and whether the information as required by Part 9 of Book 2 of the Dutch Civil
Code has been annexed
Further we report that the report on operations, to the extent we can assess, is consistent with the financial statements

Engagement
We were engaged by the audit committee of CNH Industrial N.V. on February 25, 2015 to perform the audit of its 2015 financial statements
and have continued as its statutory auditor ever since 2013.
Rotterdam, March 4, 2016
Ernst & Young Accountants LLP
/s/ Pieter Laan
CONTACTS

PRINCIPAL OFFICE
25 St. James's Street, London, SW1A 1HA, United Kingdom
Tel. +44 207 7660 346
website: www.cnhindustrial.com

INVESTOR RELATIONS
Europe Tel. +44 207 7660 386
Nor th America Tel. +1 630 887 3745
e-mail: investor.relations@ cnhind.com

SUSTAINABILITY
Tel. +39 011 00 62 627
e-mail: sustainability@ cnhind.com

CORPORATE COMMUNICATIONS
Tel. +44 207 7660 346
e-mail: mediarelations@ cnhind.com
This document is printed on eco-responsible IGLOO Silk, a 100% recycled paper produced by Arjowiggins
Graphic. The internal pages are printed on 115 gsm paper and the cover is 350 gsm.

By printing on this recycled paper, CNH Industrial improved its environmental impact by cutting:

153
KG OF LANDFILL
CO2 21
KG OF CO2
206
KM OF TRAVEL BASED ON THE
WASTE AVERAGE EUROPEAN CAR

4,250
LITERS OF WATER
392
KWH OF ENERGY
249
KG OF WOOD
GRAPHIC DESIGN
Sunday
Turin, Italy

EDITORIAL COORDINATION
Sunday
Turin, Italy

PRINTING
Graf Art - Officine Grafiche Artistiche
Venaria Reale (To), Italy

Printed in Italy
April 2016

This document is printed on environmentally-friendly paper


CNH Industrial N.V.
Corporate Seat: Amsterdam, The Netherlands
Principal Office: 25 St James’s Street, London, SW1A 1HA, United Kingdom
Share Capital: €18,365,232.65 (as of December 31, 2015)
Amsterdam Chamber of Commerce: reg. no. 56532474

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