UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________ FORM 20-F ____________________________________ ☐ REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36085 ____________________________________ CNH INDUSTRIAL N.V. (Exact name of registrant as specified in its charter) ____________________________________ The Netherlands (Jurisdiction of incorporation or organization) 25 St. James’s Street London SW1A 1HA United Kingdom (Address of principal executive offices) Michael P. Going Secretary c/o CNH Industrial America LLC 6900 Veterans Blvd. Burr Ridge, IL 60527 Telephone: +1 630-887-3766 FAX: +1 630-887-2344 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol (s) Name of Each Exchange on which Registered Common Shares, par value €0.01 CNHI New York Stock Exchange 4.50% Notes due 2023 CNHI23 New York Stock Exchange 3.850% Notes due 2027 CNHI27 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None _______________________________________ Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,350,132,117 common shares, par value €0.01 per share, and 387,951,116 loyalty program special voting shares, par value €0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes ☐ No ☑ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☑ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ or Item 18 ☐. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ WorldReginfo - ce783c4b-05f9-4c45-b99f-cf693fb1d7c5 TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 14 Item 4A. Unresolved Staff Comments 30 Item 5. Operating and Financial Review and Prospects 30 Item 6. Directors, Senior Management and Employees 63 Item 7. Major Shareholders and Related Party Transactions 94 Item 8. Financial Information 95 Item 9. The Offer and Listing 95 Item 10. Additional Information 96 Item 11. Quantitative and Qualitative Disclosures About Market Risk 110 Item 12. Description of Securities Other than Equity Securities 113 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 114 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 114 Item 15. Controls and Procedures 114 Item 16A. Audit Committee Financial Expert 117 Item 16B. Code of Ethics 117 Item 16C. Principal Accountant Fees and Services 117 Item 16D. Exemptions from the Listing Standards for Audit Committees 117 Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers 118 Item 16F. Change in Registrant’s Certifying Accountant 118 Item 16G. Corporate Governance 118 Item 16H. Mine Safety Disclosure 119 PART III Item 17. Financial Statements F-1 Item 18. Financial Statements F-1 Item 19. Exhibits F-1 Index to Consolidated Financial Statements F-1 WorldReginfo - ce783c4b-05f9-4c45-b99f-cf693fb1d7c5 Certain Defined Terms CNH Industrial is incorporated in, and under the laws of, the Netherlands. CNH Industrial has its corporate seat in Amsterdam, the Netherlands, and its principal office in London, England. Unless otherwise indicated or the context otherwise requires, as used in this annual report, the terms “CNH Industrial”, “we”, “us”, “our” or “the Company” refer to CNH Industrial, together with its consolidated subsidiaries. Presentation of Financial and Certain Other Information We have prepared our annual consolidated financial statements presented in this Annual Report in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Our consolidated financial statements are expressed in U.S. dollars and, unless otherwise indicated, all financial data set forth in this annual report are expressed in U.S. dollars. 2017 figures included in the following sections have been recast following the retrospective adoption, on January 1, 2018, of the updated accounting standard for revenue recognition (ASC 606), retirement benefit accounting (ASU 2017-07) and statement of cash flows - restricted cash (ASU 2016-18). Certain financial information in this report has been presented by geographic area. Our geographic regions are: (1) North America; (2) Europe; (3) South America and (4) Rest of World. The geographic designations have the following meanings: • North America (formerly NAFTA): United States, Canada and Mexico; • Europe: member countries of the European Union, European Free Trade Association, Ukraine and Balkans, formerly included in EMEA; • South America (formerly LATAM): Central and South America, and the Caribbean Islands; and • Rest of World: Continental Asia (including Turkey and Russia), Oceania and member countries of the Commonwealth of Independent States (excluding Ukraine), formerly included in APAC, and African continent and Middle East, formerly included in EMEA. 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 Rest of World 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 as: Europe (the 27 countries where our Commercial Vehicles business competes, excluding United Kingdom and Ireland, for market share and total industry volume (“TIV”) reporting purposes), South America (Brazil, Argentina and Venezuela) and Rest of World (Russia, Turkey, South East