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•	North America (formerly 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.

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Item 1.	Identity of Directors, Senior Management and Advisers

Item 2.	Offer Statistics and Expected Timetable

Item 3.	Key Information

(1)

On March 1, 2019, the Board of Directors recommended to the Company’s shareholders a dividend of €0.18 per common share, totaling approximately €244 million (equivalent to approximately $277 million, translated at the exchange rate reported by the European Central Bank on February 27, 2019). The recommended dividend is subject to the approval of the Company’s shareholders at the Annual General Meeting of shareholders to be held on April 12, 2019. For 2018, CNH Industrial declared and a paid a dividend of €0.14 per common share. For 2017, CNH Industrial declared and paid a dividend of €0.11 per common share. For 2016, CNH Industrial declared and paid a dividend of €0.13 per common share. For each of 2015 and 2014, CNH Industrial declared and paid dividend of €0.20 per common share. The cash dividends for 2018, 2017, 2016, 2015, and 2014 were paid on May 2, 2018, May 2, 2017, May 3, 2016, April 29, 2015, and April 30, 2014, respectively, and shareholders who held common shares on the record date traded on the NYSE received the dividend in U.S. dollars at the USD/EUR exchange rate reported by the European Central Bank on April 19, 2018 ($0.1722), April 20, 2017 ($0.1182) April 21, 2016 ($0.1476), April 16, 2015 ($0.2142), and April 17, 2014 ($0.2771), respectively.

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•	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, contract rights and intellectual property;

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–	where, to whom, and what type of products may be sold, including new or additional trade or economic sanctions imposed by the U.S., EU or other governmental authorities and supranational organizations (e.g., the United Nations); and

–	taxes;

•	regulations from changing world organization initiatives and agreements;

•	changes in the dynamics of the industries and markets in which we operate;

•	labor disruptions;

•	disruption in the supply of raw materials and components, including rare materials (the latter might be more easily the target of sudden increases due to a variety of factors, including speculative measures or unforeseen political changes);

•	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;

•	withdrawal from or changes to trade agreements or trade terms, negotiation of new trade agreements and the imposition of new (and retaliatory) tariffs on certain countries, or covering certain products or raw materials; and

•	war, civil unrest and terrorism.

•	the price of agricultural commodities and the ability to competitively export agricultural commodities;

•	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, policies impacting commodity prices or limiting the export or import of commodities, and alternative fuel mandates.

•	public infrastructure spending; and

•	new residential and non-residential construction; and

•	capital spending in oil and gas and, to a lesser extent, in mining.

•	changes in global market conditions, including the level of interest rates;

•	changes in levels of business investment, including timing of fleet renewals; and

•	public infrastructure spending.

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•	technological and product synergies, economies of scale and cost reductions not occurring as expected;

•	unexpected liabilities;

•	incompatibility of operating, information or other systems;

•	unexpected changes in laws;

•	inability to retain key employees;

•	protecting intellectual property rights;

•	inability to source certain products or components (or the cost thereof);

•	significant costs associated with terminating or modifying alliances; and

•	problems in retaining customers and integrating operations, services, personnel, and customer bases.

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•	we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes;

•	we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes;

•	we may be more financially leveraged than some of our competitors, which could put us at a competitive disadvantage;

•	we may not be able to invest in the development or introduction of new products or new business opportunities;

•	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.

•	incur additional indebtedness by certain subsidiaries;

•	make certain investments;

•	enter into certain types of transactions with affiliates;

•	sell or acquire certain assets or merge with or into other companies; and/or

•	use assets as security in other transactions.

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Item 4.	Information on the Company

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•	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 other commercial vehicles in China;

•	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 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.

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Item 4A.	Unresolved Staff Comments

Item 5.	Operating and Financial Review and Prospects

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•	In 2018, Commercial Vehicles and Agricultural Equipment recorded $30 million and $26 million respectively, which were primarily attributable to actions as part of the Company's Efficiency Program launched in 2014.

•	In 2017, Commercial Vehicles recorded $69 million mainly due to additional capacity realignment in the firefighting business and actions to reduce selling, general and administrative expenses as part of the Efficiency Program. Agricultural Equipment recorded $14 million, mainly as a result of footprint rationalization actions included in the Efficiency Program.

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•	$1,099 million in net income;

•	plus $1,337 million in non-cash charges for depreciation and amortization ($703 million excluding assets sold with buy-back commitments and equipment on operating leases);

•	plus $160 million in losses on the disposal of assets and other non-cash items;

•	plus $22 million in cost of repurchase of notes;

•	less $3 million of undistributed loss of unconsolidated subsidiaries (netted against dividends received from equity investees);

•	plus changes in deferred income taxes of $48 million less change in provisions of $48 million; and

•	plus $(61) million in change in working capital and other operating assets and liabilities.

•	investments in tangible and intangible assets that used $1,902 million in cash. Excluding investments for our long-term rental operations and relating to commercial vehicles sold under buy-back commitments, investments amounted to $558 million;

•	$253 million employed in retail receivables, net of collections; and

•	less $7 million of proceeds from the sale of assets

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•	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 facilities with banks.

•	To the extent funding needs of Industrial Activities are determined to be of a longer-term nature, we will access public debt markets as well as private investors and banks, as appropriate, to refinance borrowings and replenish our liquidity.

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Financial Services’ funding strategy is to maintain a sufficient level of liquidity and flexible access to a wide variety of financial instruments. While we expect securitizations and sale of receivables (factoring) to continue to represent a material portion of our capital structure and intersegment borrowings to remain a marginal source of funding, we will continue to diversify our funding sources and expand our investor base within Financial Services to support our investment grade credit ratings. These diversified funding sources include committed asset-backed facilities, unsecured notes, bank facilities and, in an effort to further diversify funding sources and reduce the average cost of funding, Financial Services has implemented commercial paper programs, both in the U.S. and Europe.

(1)	Includes treasury subsidiary, CNH Industrial Finance Europe S.A.

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(**)	The net intersegment receivable/payable balance owed by Financial Services to Industrial Activities was $66 million and $659 million as of December 31, 2018 and 2017, respectively.

(***)	Total Debt of Industrial Activities includes Intersegment notes payable to Financial Services of $1,136 million and $982 million at December 31, 2018 and 2017, respectively. Total Debt of Financial Services includes Intersegment notes payable to Industrial Activities of $1,202 million and $1,641 million at December 31, 2018 and 2017, respectively.

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•	a financial covenant (Net debt/EBITDA ratio relating to Industrial Activities) and other customary covenants (including a negative pledge, a status (or pari passu) covenant and restrictions on the incurrence of indebtedness by certain subsidiaries);

•	customary events of default (some of which are subject to minimum thresholds and customary mitigants), including cross-default provisions, failure to pay amounts due or to comply with certain provisions under the loan agreement and the occurrence of certain bankruptcy-related events; and

•	mandatory prepayment obligations upon a change in control of CNH Industrial or the borrower.

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(1)

Amounts presented exclude the related interest expense that will be paid when due. The table above does not include obligations for pensions, post-retirement benefits and health care plans. Our best estimate of expected contributions including direct benefit payment to be made by us in 2019 to pension plans, healthcare plans and other postemployment plans is $78 million, $14 million and $34 million, respectively. Potential outflows in the years after 2019 are subject to a number of uncertainties, including future asset performance and changes in assumptions, and therefore we are unable to make sufficiently reliable estimates of future contributions beyond 2019.

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•	the repurchase price guaranteed to certain customers on sales with a buy-back commitment which is included in the line item “Other liabilities” in our consolidated balance sheets in an aggregate amount of $1,870 million; and

•	commitments to purchase tangible fixed assets, largely in connection with planned capital expenditures, in an aggregate amount of approximately $123 million.

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Item 6.	Directors, Senior Management and Employees

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•	Jacqueline A. Tammenoms Bakker, Director (Non-Executive Director—independent), Member of the Governance and Sustainability Committee

•	Mina Gerowin, Director (Non-Executive Director—independent), Member of the Governance and Sustainability Committee

•	Suzanne Heywood, Chairperson (Executive-Director)

•	Léo W. Houle, Director (Senior Non-Executive Director—independent), Chairperson of the Compensation Committee, Chairperson of the Governance and Sustainability Committee

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•	Peter Kalantzis, Director (Non-Executive Director—independent), Member of the Audit Committee, Member of the Compensation Committee

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

•	Hubertus Mühlhäuser, Chief Executive Officer (Executive-Director)

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•	Silke C. Scheiber, Director (Non-Executive Director—independent), Member of the Audit Committee

•	Guido Tabellini, Director (Non-Executive Director—independent), Member of the Compensation Committee

•	Jacques Theurillat, Director (Non-Executive Director—independent), Chairperson of the Audit Committee

•	Alan Berger, Chief Technology Officer

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•	Luc Billiet, General Manager Aftermarket Solutions

•	Massimiliano (Max) Chiara, Chief Financial Officer and Chief Sustainability Officer

•	Vilmar Fistarol, General Manager South America

•	Carl Gustaf Göransson, President Construction

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•	Oddone Incisa, President, Financial Services

•	Gerrit Marx, President Commercial and Specialty Vehicles

•	Derek Neilson, President, Agriculture

•	Stefano Pampalone, General Manager, Asia, Middle East and Africa

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•	Annalisa Stupenengo, President, Powertrain

•	Tom Verbaeten, Supply Chain Officer

•	Andreas G. Weishaar, Chief Strategy, Talent, ICT and Digital Officer

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•	Base salary: $1.1 million

•	Target bonus: $1.4 million (125% of base salary); and

•	Target equity (fair market value at grant): $6.0 million, of which 75% is performance based and 25% is retention based.

•	Base salary: $0.25 million;

•	No annual bonus eligibility; and

•	Target equity (fair market value at grant): $0.75 million, of which 75% is performance based and 25% is retention based.

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*	The bonus elements and calculations for the CEO follow the same Achieve and Earn philosophy for all bonus eligible employees, except for the individual performance and leadership factor that applies to other bonus eligible employees. As a result, there is no Board discretion in determining the outcome of the CEO’s bonus, in line with the guidance from the Dutch Corporate Governance Code.

•	approve the Executive Directors’ target and maximum allowable bonus;

•	select the choice and weighting of objectives;

•	set the stretch objectives;

•	review the performance actually delivered to determine the appropriate overall measurement of achievement of the objectives; and

•	approve the final bonus determination.

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•	align the interests of our Executive Directors and other key contributors with the interests of our shareholders;

•	motivate the attainment of Company performance goals and reward sustained shareholder value creation; and

•	serve as an important attraction and long-term retention tool that management and the Compensation Committee use to strengthen loyalty to the Company.

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(1)

For the CEO, equity awards were granted upon hire date, effective September 17, 2018. As shown in the table above, for the year ended December 31, 2018, the Company recognized a net share-based compensation expense of $2.5 million for the CEO and $1.0 million for the former Chairman. Not shown in the table, but to note for the former CEO, due to forfeiture of unvested awards, there was income (reversal of expense) of $ 12.5 million in 2018. The former Chairman had 450,000 RSUs that vested on July 25, 2018, with a fair market value of $4.8 million.

(2)

For the current CEO, the amount reflects the bonus earned for the performance year 2018, which will be paid in 2019. No bonus was paid to the current CEO in 2018. For the former CEO, no bonus was earned for the performance year 2018; the actual bonus paid in 2018 for the 2017 performance year was $2,486,000. The former Chairman and the current Chairperson received no bonus for the performance years 2018 and 2017.

(3)	For the current CEO, the amount includes the use of a company-provided car for personal purposes in the amount of $1,679, taxable group life insurance of $2,485, and relocation expenses of $157,466. For the former Chairman, the amount reflects tax equalization benefits. For

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(4)	The amounts reflect pension, retirement and similar benefits set aside or accrued for Directors by CNH Industrial for the year ended December 31, 2018.

(5)	Non-Executive Director fees are paid to EXOR N.V., in accordance with EXOR’s policy regarding Director compensation for EXOR employees. Fees for the Chairperson's role begin in 2019 and will be paid to Lady Heywood.

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Item 7.	Major Shareholders and Related Party Transactions

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a)	There were 1,353,831,958 common shares outstanding as of January 31, 2019. The “Percent of Common Shares” was calculated by using the publicly disclosed number of beneficially owned shares as the numerator, respectively, and the number of the Company’s outstanding common shares as of January 31, 2019 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 January 31, 2019. There were 1,742,556,078 common shares and special voting shares outstanding at January 31, 2019.

•	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. The associated common shares will become tradable after de-registration from the loyalty voting structure.

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Item 8.	Financial Information

Item 9.	The Offer and Listing

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Item 10.	Additional Information

•	operate in, among other areas, the mechanical, electrical, electromechanical, thermo mechanical, electronic, nuclear, chemical, mining, steel and metallurgical industries, as well as in telecommunications, civil, industrial and agricultural engineering, publishing, information services, tourism and other service industries;

•

engage in, and/or participate in and operate, manage and control one or more companies engaged in the design, engineering, manufacture, marketing, sales, distribution, maintenance, repair, remanufacturing and/or resale of agricultural, construction, transport and similar equipment, tractors, commercial vehicles, buses, specialized vehicles for firefighting, defense and other uses, other capital goods, engines and transmissions for any of the foregoing equipment and/or vehicles and/or for marine and power generation applications, and/or replacement parts for any of the foregoing;

•	provide, and/or participate in and operate, manage and control one or more companies providing financing to dealers, end customers and others for the acquisition and/or lease of products and/or services described above, through the making of loans and leases and/or otherwise, and to borrow money for that purpose;

•	acquire shareholdings and interests, engage in or participate in companies and enterprises of any kind or form and purchase, sell or place shares and debentures;

•	provide financing to, and guarantee the obligations of, companies and entities it wholly or partially owns, and borrow money for that purpose, and carry on the technical, commercial, financial and administrative coordination of their activities;

•	purchase or otherwise acquire, on its own behalf or on behalf of companies and entities it wholly or partially owns, the ownership or right of use of intangible assets providing them for use by those companies and entities;

•	promote and ensure the performance of research and development activities, as well as the use and exploitation of the results thereof;

•	undertake, on its own behalf or on behalf of companies and entities it wholly or partially owns, any investment, real estate, financial, commercial, or partnership transaction whatsoever, including the assumption of loans and financing in general and the granting to third parties of endorsements, suretyships, warranting performance and other guarantees, including real security; and

•	render management and advisory services as well as anything which a company may lawfully do under the laws of the Netherlands which may be deemed conducive to the attainment of the objects set out in the above paragraphs.

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•	a resolution to reduce the issued share capital;

•	a resolution to amend the Articles of Association;

•	a resolution to limit or exclude rights of pre-emption;

•	a resolution to authorize the Board of Directors to limit or exclude rights of pre-emption;

•	a resolution to enter into a legal merger or a legal demerger; or

•	a resolution to dissolve the Company.

•	the general meeting of shareholders has authorized the Board of Directors to make such acquisition—which authorization shall be valid for a period of not 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;

•	our equity, less the amount to be paid for the shares to be acquired, exceeds the sum of (1) our share capital account, plus (2) any reserves required to be maintained by the laws of the Netherlands; and

•	after the acquisition of shares, we and our subsidiaries would not hold, or hold as pledges, shares having an aggregate par value that exceeds 50% of our issued share capital account, as these amounts would be calculated under generally accepted accounting principles in the Netherlands.

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•	an order requiring appropriate disclosure;

•	suspension of the right to exercise the voting rights for a period of up to three years as determined by the court;

•	voiding a resolution adopted by the general meeting, if the court determines that the resolution would not have been adopted but for the exercise of the voting rights of the person with a duty to disclose, or suspension of a resolution adopted by the general meeting of shareholders until the court makes a decision about such voiding; and

•	an order to refrain, during a period of up to five years as determined by the court, from acquiring shares and/or voting rights in the Company.

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•	a dealer in securities or foreign currencies;

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•	regulated investment companies;

•	a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;

•	a tax-exempt organization;

•	a bank, financial institution, or insurance company;

•	a person liable for alternative minimum tax;

•	a person that actually or constructively owns 10% or more, by vote or value, of CNH Industrial;

•	a person that holds shares as part of a straddle or a hedging, conversion, or other risk reduction transaction for U.S. federal income tax purposes;

•	a person that acquired shares pursuant to the exercise of employee stock options or otherwise as compensation; or

•	a person whose functional currency is not the U.S. dollar.

•	an individual that is a citizen or resident of the U.S.;

•	a corporation, or other entity taxable as a corporation, created or organized under the laws of the U.S.;

•	an estate whose income is subject to U.S. federal income tax regardless of its source; or

•	a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

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•	a pension fund;

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•	a charity;

•	persons acquiring their shares in connection with an office or employment;

•	a dealer in securities;

•	an insurance company; or

•	a collective investment scheme.

•	any shareholders that, either alone or together, with one or more associated persons, such as personal trusts and connected persons, control directly or indirectly at least 10% of the voting rights or of any class of share capital of CNH Industrial; or

•	any person holding shares as a borrower under a stock loan or an interim holder under a repo.

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1.	an owner of one or more shares who in addition to the title to such shares, has an economic interest in such shares;

2.	a person who or an entity that holds the entire economic interest in one or more shares;

3.	a person who or an entity that holds an interest in an entity, such as a partnership or a mutual fund, that is transparent for Dutch tax purposes, the assets of which comprise one or more shares, within the meaning of 1. or 2. above; or

4.	a person who is deemed to hold an interest in shares, as referred to under 1. to 3., pursuant to the attribution rules of article 2.14a, of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001), with respect to property that has been segregated, for instance in a trust or a foundation.

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1.

such holder derives profits from an enterprise, directly, or pursuant to a co-entitlement to the net value of such enterprise, or other than as a holder of securities which enterprise is either managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder’s CNH Industrial common shares and/or special voting shares are attributable to such enterprise; or

2.

such holder is an individual and such holder derives benefits from CNH Industrial common shares and/or special voting shares that are taxable as benefits from miscellaneous activities in the Netherlands. Benefits derived or deemed to be derived from certain miscellaneous activities by a child or a foster child who is under eighteen years of age are attributed to the parent who exercises, or the parents who exercise, authority over the child, irrespective of the country of residence of the child.

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Item 11.	Quantitative and Qualitative Disclosures about Market Risk

•	credit risk related to our financing activities;

•	market risk (primarily exchange rates and interest rates).

•	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.

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Item 12.	Description of Securities Other than Equity Securities

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Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.	Controls and Procedures

(a)	Disclosure Controls and Procedures

(b)	Changes in Internal Control

(c)	Management’s Report on Internal Control over Financial Reporting

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(d)	Attestation Report of the Registered Public Accounting Firm

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Item 16A.	Audit Committee Financial Expert

Item 16B.	Code of Ethics

Item 16C.	Principal Accountant Fees and Services

Item 16D.	Exemptions from the Listing Standards for Audit Committees

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Item 16E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers

(1)	On June 5, 2017, the Company announced the renewal of a buy-back program to repurchase up to 300 million in common shares. The renewed buy-back program implemented the resolution adopted by the Company's shareholders at the annual general meeting of shareholders (“AGM”) held on April 14, 2017. This program was replaced with the new buy-back program announced on April 27, 2018.

(2)	On April 27, 2018, the Company announced its new buy-back program (“the Program”) to repurchase up to 700 million in common shares, representing an increase of 400 million increase versus the previous program. The Program implements the resolution adopted by the Company’s shareholders at the AGM on April 13, 2018. The authorization granted was for a period of 18 months from the date of AGM.

(3)	Share repurchases are made on the Mercato Telematico Azionario (“MTA”) and have been translated from euros at the exchange rate reported by the European Central Bank on the respective transaction dates.

Item 16F.	Change in Registrant’s Certifying Accountant

Item 16G.	Corporate Governance

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Item 16H.	Mine Safety Disclosure

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Item 17.	Financial Statements

Item 18.	Financial Statements

Item 19.	Exhibits

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(*)	2017 and 2016 figures have been recast following the retrospective adoption on January 1, 2018 of the updated accounting standards for revenue recognition (ASC 606) and retirement benefit accounting (ASU 2017-07).

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(*)	2017 and 2016 figures have been recast following the retrospective adoption on January 1, 2018 of the updated accounting standards for revenue recognition (ASC 606) and retirement benefit accounting (ASU 2017-07).

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(*)	2017 figures have been recast following the retrospective adoption on January 1, 2018 of the updated accounting standards for revenue recognition (ASC 606).

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(*)	2017 and 2016 figures have been recast following the retrospective adoption on January 1, 2018 of the updated accounting standards for revenue recognition (ASC 606) and cash flow presentation (ASU 2016-18).

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

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

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(*)	CNH Industrial expects to achieve the ultimate healthcare cost trend rate in 2024 for U.S. plans. A flat trend rate assumption is utilized for the Canada plans.

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•	In 2018, Commercial Vehicles and Agricultural Equipment recorded $30 million and $26 million respectively, which were primarily attributable to actions as part of the Efficiency Program launched in 2014.

•

In 2017, Commercial Vehicles recorded $69 million mainly due to additional capacity realignment in the firefighting business and actions to reduce selling, general and administrative expenses as part of CNH Industrial’s Efficiency Program launched in 2014. Agricultural Equipment recorded $14 million, mainly as a result of footprint rationalization actions included in the Efficiency Program of the Company.

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In 2016, Commercial Vehicles recorded $34 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. Agricultural Equipment recorded $9 million, mainly as a result of footprint rationalization actions included in the Efficiency Program of the Company.

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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 authorized 25 million common shares over a five years 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. The termination of the EIP will not affect previously granted awards.

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•	$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 Chairperson.

•	An additional $20,000 for each member of every other Board committee and $25,000 for the committee chairperson. (collectively, the “fees”).

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(A)

For the twelve months ended December 31, 2018 and 2017, no shares were excluded from the computation of diluted earnings per share due to an anti-dilutive impact. For the twelve months ended December 31, 2016, 7.3 million stock options were excluded from the computation of diluted earnings per share due to an anti-dilutive impact. An additional 1.9 million shares of common stock outstanding at December 31, 2016 were excluded from the computation of diluted earnings per share due to the net loss position.

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(1)	Excluded from the table above is other comprehensive (income) loss allocated to noncontrolling interests of $(5), $(3) and $3 for the years ended December 31, 2018, 2017 and 2016, respectively.

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(*)	These amounts are included in net periodic pension and other postretirement benefit cost. See “Note 12: Employee Benefit Plans and Postretirement Benefits” for additional information.

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(*)	Excluding assets sold with buy-back commitments and equipment on operating leases

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