Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

____________________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2019

_____________________________________

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________________



Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)



	2701 Navistar Drive Lisle, Illinois		60532
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (331) 332-5000

_____________________________________

(Former name or former address, if changed since last report.)

_____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, 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. ☐

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The information regarding the results of operations and financial condition of Navistar International Corporation (the “Company”) responsive to this Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated into this Item 2.02 by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

On March 8, 2019, Navistar International Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the period ended January 31, 2019 with the Securities and Exchange Commission. The Company’s press release announcing the filing is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

The Company will present via live web cast its fiscal 2019 first quarter financial results on Friday, March 8th. A live web cast is scheduled at approximately 9:00 a.m. Eastern (8:00 a.m. Central). Speakers on the web cast will include Troy Clarke, Chairman, President and Chief Executive Officer, and Walter Borst, Executive Vice President and Chief Financial Officer, among other company leaders. A copy of the slides containing financial and operating information to be used as part of the web cast are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein.

The web cast can be accessed through a link on the investor relations page of the Company’s web site at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time to download any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion and will remain available for a limited time.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, proprietary diesel engines, and IC Bus® brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



	(d)	Exhibits

Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the Company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2018. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	NAVISTAR INTERNATIONAL CORPORATION
	(Registrant)



By:	/s/ WALTER G. BORST
Name:	Walter G. Borst
Title:	Executive Vice President and Chief Financial Officer

Dated: March 8, 2019

Media contact: Lyndi McMillan, Lyndi.McMillan@Navistar.com, 331-332-3181

Investor contact: Marty Ketelaar, Marty.Ketelaar@Navistar.com, 331-332-2706

Web site: www.Navistar.com/newsroom

NAVISTAR REPORTS FIRST QUARTER 2019 RESULTS

Reports first quarter 2019 net income of $11 million, or $0.11 per diluted share, on revenues of $2.4 billion

Delivers strong operational performance, with revenues up 28 percent

Generates $173 million of adjusted EBITDA in the first quarter, up 66 percent year over year

Achieves 1.8 share point growth in Core market share, led by a six-point share increase in Class 6/7

Grows backlog 18 percent sequentially during first quarter

LISLE, Ill. - March 8, 2019 - Navistar International Corporation (NYSE: NAV) today announced first quarter 2019 net income of $11 million, or $0.11 per diluted share, compared to a first quarter 2018 net loss of $73 million, or $0.74 per diluted share.

Revenues in the quarter were $2.4 billion, a 28 percent increase compared to $1.9 billion in the first quarter last year. The revenue increase was driven by a 50 percent increase in the company’s Core volumes, which represent its sales of Class 6-8 trucks and buses in the United States and Canada.

First quarter 2019 EBITDA was $96 million, compared to first quarter 2018 EBITDA of $55 million. Adjusted EBITDA was $173 million versus $104 million in first quarter 2018. Results were impacted by certain one-time items, including a non-cash charge related to a Canadian pension annuity transaction of $142 million (or $104 million after-tax), and aggregate gains of $59 million from the sales of 70 percent of the Navistar Defense business and the company’s ownership interest in the JND joint venture.

Navistar finished the first quarter 2019 with $1.24 billion in consolidated cash, cash equivalents and marketable securities and $1.19 billion in manufacturing cash, cash equivalents and marketable securities.

“We had our best first quarter since 2010 as customer acceptance of our new products translated to extended gains in our Core market share,” said Troy A. Clarke, Chairman, President and CEO. “In addition to our ongoing growth in Class 8, our medium-duty market share grew by six points during the quarter, the largest year-over-year medium share gain in the industry.”

The company’s first quarter featured a number of positive marketplace developments. Continuing its cadence of new product launches, Navistar unveiled its new International® CV™ Series line of Class 4/5 vehicles, the only Class 4/5 truck that is designed, distributed and supported by a manufacturer specializing in commercial vehicles. Year-over-year growth in the company’s Core market share was up 1.8 points, led by a six-point share increase in Class 6/7, which was attributable to strong sales of the MV® Series of medium-duty trucks. Additionally, the company’s International® HX™ Series and International® HV™ Series vehicles built improved vocational order share resulting in a strong backlog. The company reported backlog growth of more than 8,000 units in its Core markets, up 18 percent since the end of fourth quarter 2018.

Also in the quarter, the company completed group annuity transactions with two Canadian insurers that transferred $268 million in pension obligations of defined benefit pension plans in Canada, reducing the company’s non-operating financial risk and administrative costs.

Announced just yesterday, Navistar entered a service partnership agreement with Love’s Travel Stops, which adds more than 315 Love’s Truck Tire Care and Speedco locations to the International® service network, creating the commercial transportation industry’s largest service network and bringing the total International® service network to more than 1,000 locations in North America. Building on the company’s commitment to Uptime leadership, this partnership will expand customers’ access to same-day service for a wide array of light mechanical repairs, and will also provide customers with increased repair velocity, so more customers can get their trucks repaired the same day.

The company reiterated its 2019 industry guidance and raised the following financial guidance:

Industry retail deliveries of Class 6-8 trucks and buses in the United States and Canada are forecast to be 395,000 to 425,000 units, with Class 8 retail deliveries of 265,000 to 295,000 units.

Revenues are expected to be between $10.75 billion and $11.25 billion.

Adjusted EBITDA is expected to be between $850 million and $900 million.

“As our ongoing improvements demonstrate, the company has strong opportunities to benefit from capturing additional market share, growing parts revenue, improving margins and further de-risking the balance sheet,” Clarke said. “Given the progress made in the first quarter, and our positive outlook for the remainder of the year, we are confident that 2019 will move Navistar forward on the path to generate superior shareholder returns compared to the industry.”

Summary of Financial Results:



	(Unaudited)
	Three Months Ended January 31,
(in millions, except per share data)	2019		2018
Sales and revenues, net	$	2,433	$	1,905
Segment Results:
Truck	$	90	$	(7	)
Parts	144		137
Global Operations	6		(7		)
Financial Services	31		20
Net income (loss)^(A)	11		(73		)
Diluted income (loss) per share^(A)	0.11		(0.74		)

(A) Amounts attributable to Navistar International Corporation.

Truck Segment - Truck segment first quarter 2019 net sales increased 44 percent to $1.8 billion, primarily due to higher volumes in the company’s Core markets and an increase in Mexico truck volumes. This was partially offset by lower defense sales due to the sale of a majority interest in Navistar Defense during the quarter.

The Truck segment profit was $90 million in the first quarter 2019, versus a loss of $7 million in the same period one year ago. The improvement was primarily driven by the result of higher volumes in the company’s Core markets, partially offset by higher material and freight costs and the impact of the sale of a majority interest in Navistar Defense.

Parts Segment - In the first quarter of 2019, the Parts segment net sales decreased four percent to $548 million, primarily due to the adoption of a new revenue recognition standard and to lower Blue Diamond Parts (BDP) sales, partially offset by higher sales in our North American markets. On a comparable basis, revenues grew one percent year-over-year.

The Parts segment profit was $144 million, up five percent, primarily due to higher U.S. margins and lower intercompany access fees, partially offset by lower BDP volumes and higher freight-related expenses.

Global Operations Segment - In the first quarter of 2019, the Global Operations segment net sales decreased slightly to $73 million, primarily driven by the depreciation of the Brazilian real against the U.S. dollar, as the average conversion rate has weakened by 14 percent compared with the prior year period. This was partially offset by higher volumes in our South America operations.

For the first quarter 2019, the Global Operations segment profit was $6 million versus a $7 million loss in the first quarter 2018. The increase is primarily driven by higher volumes, higher other income of $5 million related to the sale of the its ownership interest in a joint venture in China and the impact of prior year cost-reduction actions.

Financial Services Segment - In the first quarter of 2019, the Financial Services segment net revenues increased to $74 million, primarily due to higher interest rates and greater average portfolio balances in the U.S. and Mexico.

The Financial Services segment profit increased 55 percent to $31 million, primarily due to higher interest margin from improved funding strategies and income from an intercompany loan. The increase was partially offset by increased depreciation expense on operating leases.

Forward-Looking Statement

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2018. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

Navistar International Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)



	Three Months Ended January 31,
(in millions, except per share data)	2019			2018
Sales and revenues
Sales of manufactured products, net	$	2,386		$	1,867
Finance revenues	47			38
Sales and revenues, net	2,433			1,905
Costs and expenses
Costs of products sold	1,979			1,532
Restructuring charges	—			(3		)
Asset impairment charges	2			2
Selling, general and administrative expenses	186			191
Engineering and product development costs	86			75
Interest expense	85			79
Other expense, net	97			80
Total costs and expenses	2,435			1,956
Equity in income of non-consolidated affiliates	—			—
Loss before income taxes	(2		)	(51		)
Income tax benefit (expense)	19			(15		)
Net income (loss)	17			(66		)
Less: Net income attributable to non-controlling interests	6			7
Net income (loss) attributable to Navistar International Corporation	$	11		$	(73	)

Income (loss) per share attributable to Navistar International Corporation:
Basic:	$	0.11		$	(0.74	)
Diluted:	$	0.11		$	(0.74	)

Weighted average shares outstanding:
Basic	99.1			98.6
Diluted	99.4			98.6

Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets



	January 31,			October 31,
(in millions, except per share data)	2019			2018
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	1,201		$	1,320
Restricted cash and cash equivalents	83			62
Marketable securities	41			101
Trade and other receivables, net	429			456
Finance receivables, net	1,818			1,898
Inventories, net	1,211			1,110
Other current assets	291			189
Total current assets	5,074			5,136
Restricted cash	65			63
Trade and other receivables, net	31			49
Finance receivables, net	272			260
Investments in non-consolidated affiliates	32			50
Property and equipment (net of accumulated depreciation and amortization of $2,452 and $2,498, respectively)	1,275			1,370
Goodwill	38			38
Intangible assets (net of accumulated amortization of $141 and $140, respectively)	29			30
Deferred taxes, net	123			121
Other noncurrent assets	98			113
Total assets	$	7,037		$	7,230
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt	$	942		$	946
Accounts payable	1,484			1,606
Other current liabilities	1,225			1,255
Total current liabilities	3,651			3,807
Long-term debt	4,552			4,521
Postretirement benefits liabilities	1,961			2,097
Other noncurrent liabilities	686			731
Total liabilities	10,850			11,156
Stockholders’ deficit
Series D convertible junior preference stock	2			2
Common stock, $0.10 par value per share (103.1 shares issued and 220 shares authorized at both dates)	10			10
Additional paid-in capital	2,732			2,731
Accumulated deficit	(4,609		)	(4,593		)
Accumulated other comprehensive loss	(1,791		)	(1,920		)
Common stock held in treasury, at cost (4.1 and 4.2 shares, respectively)	(160		)	(161		)
Total stockholders’ deficit attributable to Navistar International Corporation	(3,816		)	(3,931		)
Stockholders’ equity attributable to non-controlling interests	3			5
Total stockholders’ deficit	(3,813		)	(3,926		)
Total liabilities and stockholders’ deficit	$	7,037		$	7,230

Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows



	Three Months Ended January 31,
(in millions)	2019			2018
Cash flows from operating activities
Net income (loss)	$	17		$	(66	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	33			37
Depreciation of equipment leased to others	15			18
Deferred taxes, including change in valuation allowance	(41		)	6
Asset impairment charges	2			2
Gain on sales of investments and businesses, net	(59		)	—
Amortization of debt issuance costs and discount	6			8
Stock-based compensation	—			9
Provision for doubtful accounts	1			1
Equity in income of non-consolidated affiliates, net of dividends	—			3
Write-off of debt issuance costs and discount	—			42
Other non-cash operating activities	(1		)	(6		)
Changes in other assets and liabilities, exclusive of the effects of businesses disposed	(213		)	(130		)
Net cash used in operating activities	(240		)	(76		)
Cash flows from investing activities
Purchases of marketable securities	—			(61		)
Sales of marketable securities	—			150
Maturities of marketable securities	61			5
Capital expenditures	(44		)	(30		)
Purchases of equipment leased to others	(42		)	(52		)
Proceeds from sales of property and equipment	3			3
Proceeds from sales of affiliates	95			—
Other investing activities	1			—
Net cash provided by investing activities	74			15
Cash flows from financing activities
Proceeds from issuance of securitized debt	—			16
Principal payments on securitized debt	(22		)	(16		)
Net change in secured revolving credit facilities	48			(150		)
Proceeds from issuance of non-securitized debt	27			2,747
Principal payments on non-securitized debt	(61		)	(2,521		)
Net change in notes and debt outstanding under revolving credit facilities	83			(38		)
Debt issuance costs	(1		)	(33		)
Proceeds from financed lease obligations	6			16
Proceeds from exercise of stock options	1			4
Dividends paid by subsidiaries to non-controlling interest	(8		)	(7		)
Other financing activities	—			(12		)
Net cash provided by financing activities	73			6
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3		)	2
Decrease in cash, cash equivalents and restricted cash	(96		)	(53		)
Cash, cash equivalents and restricted cash at beginning of the period	1,445			840
Cash, cash equivalents and restricted cash at end of the period	$	1,349		$	787

Navistar International Corporation and Subsidiaries

We define segment profit (loss) as net income (loss) attributable to Navistar International Corporation, excluding income tax benefit (expense). The following tables present selected financial information for our reporting segments:



(in millions)	Truck		Parts		Global Operations			Financial Services^(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2019
External sales and revenues, net	$	1,776	$	546	$	61		$	47	$	3		$	2,433
Intersegment sales and revenues	21		2		12			27		(62		)	—
Total sales and revenues, net	$	1,797	$	548	$	73		$	74	$	(59	)	$	2,433
Net income (loss) attributable to NIC	$	90	$	144	$	6		$	31	$	(260	)	$	11
Income tax benefit	—		—		—			—		19			19
Segment profit (loss)	$	90	$	144	$	6		$	31	$	(279	)	$	(8	)
Depreciation and amortization	$	26	$	1	$	2		$	16	$	3		$	48
Interest expense	—		—		—			29		56			85
Equity in income (loss) of non-consolidated affiliates	1		1		(1		)	—		(1		)	—
Capital expenditures^(B)	31		2		1			1		9			44



(in millions)	Truck			Parts		Global Operations			Financial Services^(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2018
External sales and revenues, net	$	1,228		$	564	$	72		$	38	$	3		$	1,905
Intersegment sales and revenues	23			4		9			21		(57		)	—
Total sales and revenues, net	$	1,251		$	568	$	81		$	59	$	(54	)	$	1,905
Net income (loss) attributable to NIC	$	(7	)	$	137	$	(7	)	$	20	$	(216	)	$	(73	)
Income tax expense	—			—		—			—		(15		)	(15		)
Segment profit (loss)	$	(7	)	$	137	$	(7	)	$	20	$	(201	)	$	(58	)
Depreciation and amortization	$	35		$	2	$	3		$	13	$	2		$	55
Interest expense	—			—		—			21		58			79
Equity in income (loss) of non-consolidated affiliates	—			1		(1		)	—		—			—
Capital expenditures^(B)	25			—		1			—		4			30



(in millions)	Truck		Parts		Global Operations		Financial Services		Corporate and Eliminations		Total
Segment assets, as of:
January 31, 2019	$	2,031	$	676	$	316	$	2,618	$	1,396	$	7,037
October 31, 2018	2,085		636		331		2,648		1,530		7,230

_________________________

Total sales and revenues in the Financial Services segment include interest revenues of $53 million and $41 million for the three months ended January 31, 2019 and 2018, respectively.

Exclusive of purchases of equipment leased to others.

SEC Regulation G Non-GAAP Reconciliation:

The financial measures presented below are unaudited and not in accordance with, or an alternative for, financial measures presented in accordance with U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP and are reconciled to the most appropriate GAAP number below.

Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”):

We define EBITDA as our consolidated net income (loss) attributable to Navistar International Corporation, plus manufacturing interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results.

We believe that adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance.

Manufacturing Cash, Cash Equivalents, and Marketable Securities:

Manufacturing cash, cash equivalents, and marketable securities represent the Company’s consolidated cash, cash equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our investments are highly liquid in nature. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations.

Structural costs consist of Selling, general and administrative expenses and Engineering and product development costs.

EBITDA reconciliation:



	Three Months Ended January 31,
(in millions)	2019		2018
Net income (loss) attributable to NIC	$	11	$	(73	)
Plus:
Depreciation and amortization expense	48		55
Manufacturing interest expense^(A)	56		58
Adjusted for:
Income tax benefit (expense)	19		(15		)
EBITDA	$	96	$	55

______________________

Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the manufacturing and corporate operations, adjusted to eliminate intercompany interest expense with our Financial Services segment. The following table reconciles Manufacturing interest expense to the consolidated interest expense:



	Three Months Ended January 31,
(in millions)	2019		2018
Interest expense	$	85	$	79
Less: Financial services interest expense	29		21
Manufacturing interest expense	$	56	$	58

Adjusted EBITDA Reconciliation:



	Three Months Ended January 31,
(in millions)	2019			2018
EBITDA (reconciled above)	$	96		$	55
Adjusted for significant items of:
Adjustments to pre-existing warranties^(A)	(7		)	(6		)
Asset impairment charges^(B)	2			2
Restructuring of manufacturing operations^(C)	—			(3		)
EGR product litigation^(D)	—			1
Gain on sales^(E)	(59		)	—
Debt refinancing charges^(F)	—			46
Pension settlement^(G)	142			9
Settlement gain^(H)	(1		)	—
Total adjustments	77			49
Adjusted EBITDA	$	173		$	104

_____________________

Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available.

In the first quarter of 2019, we recorded $2 million of asset impairment charges relating to certain assets under operating leases. In the first quarter of 2018, we recorded $2 million of impairment charges related to the sale of our railcar business in Cherokee, Alabama.

In the first quarter of 2018, we recorded benefits of $3 million for restructuring in our Truck and Global segments.

In the first quarter of 2018, we recognized an additional charge of $1 million for a jury verdict related to the MaxxForce engine EGR product litigation in our Truck segment.

In the first quarter of 2019, we recognized a gain of $54 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment. In the first quarter of 2019, we also recognized a gain of $5 million related to the sale of our joint venture in China with Anhui Jianghuai Automobile Co in our Global Operations segment.

In the first quarter of 2018, we recorded a charge of $46 million for the write off of debt issuance costs and discounts associated with the repurchase of our previously existing 8.25% Senior Notes and the refinancing of our previously existing Term Loan.

In the first quarter of 2019 and 2018, we purchased group annuity contracts for certain retired pension plan participants resulting in plan remeasurements. As a result, we recorded pension settlement accounting charges of $142 million and $9 million, respectively, in Other expense, net.

In the first quarter of 2019, we recorded interest income of $1 million in Other expense, net derived from the prior year settlement of a business economic loss claim relating to our former Alabama engine manufacturing facility.

Manufacturing segment cash, cash equivalents, and marketable securities reconciliation:



	As of January 31, 2019
(in millions)	Manufacturing Operations		Financial Services Operations		Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	1,151	$	50	$	1,201
Marketable securities	41		—		41
Total cash, cash equivalents, and marketable securities	$	1,192	$	50	$	1,242

Q1 2019 EARNINGS PRESENTATION March 8, 2019 ® International is a registered trademark of , Inc. NYSE: NAV

Safe Harbor Statement and Other Cautionary Notes Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2018. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. The financial information herein contains audited and unaudited information and has been prepared by management in good faith and based on data currently available to the company. Certain non-GAAP measures are used in this presentation to assist the reader in understanding our core manufacturing business. We believe this information is useful and relevant to assess and measure the performance of our core manufacturing business as it illustrates manufacturing performance. It also excludes financial services and other items that may not be related to the core manufacturing business or underlying results. Management often uses this information to assess and measure the underlying performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of operating results. The non-GAAP numbers are reconciled to the most appropriate GAAP number in the appendix of this presentation. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 2

First Quarter 2019 Highlights • Revenue up 28%, led by 44% increase in Truck revenue • Core market share up 1.8 points, led by a 6 point share increase in Class 6/7 • Core chargeouts up 50% to 18,900 • Backlogs rose 18% from year-end, doubled year-over-year • Adjusted EBITDA up 66% to $173 million • Net income $11 million, versus prior year loss • Uptime leadership expanding through service partnership with Love’s Travel Stops • Standard & Poor's credit rating upgrade to B from B- • Canadian pension annuity transaction further de-risks balance sheet • Sales of 70% interest in Navistar Defense and interest in JND joint venture closed Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 3

Strong Growth in All Key Categories ($ in millions, except per share and units) Quarters Ended January 31(A) 2019 2018 Chargeouts(B) 18,900 12,600 Sales and revenues $ 2,433 $ 1,905 Net income (Loss)(C) $ 11 $ (73) Diluted income per share (Loss)(C) $ 0.11 $ (0.74) Adjusted EBITDA $ 173 $ 104 Adjusted EBITDA margin 7.1% 5.5% (A) 2019 results reflect ASC 606 while 2018 results are as reported Note: This slide contains non-GAAP information; please see the REG G in Q1 2019 Earnings – 3/8/2019 (B) Includes U.S. and Canada School buses and Class 6-8 trucks. appendix for a detailed reconciliation. (C) Amounts attributable to Navistar International Corporation. NYSE: NAV 4

All Segments Growing Profitability in Q1 ($ in millions) Sales and Revenues(A) Segment Profit (Loss) Quarters Ended Quarters Ended January 31 January 31 2019 2018 2019 2018 Truck $ 1,797 $ 1,251 $ 90 $ (7) Parts 548 568 144 137 Global Operations 73 81 6 (7) Financial Services 74 59 31 20 (A) 2019 results reflect ASC 606 while 2018 results are as reported Q1 2019 Earnings – 3/8/2019 NYSE: NAV 5

Strong Industry Expected to Continue in 2019 2018 Actual 2019 Guidance Class 8 277K 265-295K Class 6/7 99K 95K School bus 33K 35K Core markets industry 409K 395-425K Q1 2019 Earnings – 3/8/2019 NYSE: NAV 6

Increasing 2019 Financial Guidance Prior Updated 2019 Guidance 2019 Guidance Revenue $10.5-$11.0B $10.75-$11.25B Gross margin 19.0%-19.5% 19.0%-19.5% Adjusted EBITDA $825-$875M $850-$900M Manufacturing interest expense $225M $225M Warranty spend greater than expense $90M $90M Capital expenditures $150M $150M Pension/OPEB contributions greater than $85M $85M expense Core Market Share 18.5% 19.0% Increased from prior guidance No change from prior guidance Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 7

Appendix Q1 2019 Earnings – 3/8/2019 NYSE: NAV 8

U.S. and Canada Dealer Stock Inventory* 7,000 6,000 5,000 4,000 3,000 2,000 1,000 - *Includes U.S. and Canada Class 6-8 truck inventory, but does not include U.S. IC Bus. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 9

Retail Market Share in Commercial Vehicle Segments Three Months Ended January 31, October 31, July 31, April 30, January 31, 2019 2018 2018 2018 2018 Core Markets (U.S. and Canada) Class 6 and 7 medium trucks ........................................................ 25.5% 24.9 % 21.9 % 26.3 % 19.6 % Class 8 heavy trucks ......................................................................... 12.1% 16.9 % 12.7 % 13.4 % 10.8 % Class 8 severe service trucks ......................................................... 11.7% 16.5 % 11.2 % 11.7 % 12.2 % Combined class 8 trucks ................................................................. 12.0% 16.8 % 12.3 % 12.9 % 11.2 % Class 6/7 Class 8 Class 8 Medium-Duty Heavy Severe Service Q1 2019 Earnings – 3/8/2019 NYSE: NAV 10

Worldwide Truck Chargeouts Three Months Ended January 31, % 2019 2018 Change Change Core Markets (U.S. and Canada) School buses............................................................................................. 2,500 1,900 600 32% Class 6 and 7 medium trucks .................................................................. 6,100 4,400 1,700 39% Class 8 heavy trucks ................................................................................. 7,800 4,200 3,600 86% Class 8 severe service trucks.................................................................... 2,500 2,100 400 19% Total Core markets.......................................................... 18,900 12,600 6,300 50% Non "Core" defense.................................................................................. 100 200 (100) (50%) Other markets(A)....................................................................................... 1,700 1,100 600 55% Total worldwide units...................................................... 20,700 13,900 6,800 49% Combined class 8 trucks .......................................................................... 10,300 6,300 4,000 63% _______________________ We define chargeouts as trucks that have been invoiced to customers. The units held in dealer inventory represent the principal difference between retail deliveries and chargeouts. The above table summarizes our approximate worldwide chargeouts. We define our Core markets to include U.S. and Canada School bus and Class 6 through 8 trucks. (A) Other markets primarily consist of Export Truck and Mexico. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 11

Financial Services Segment Highlights • Financial Services segment profit of $31M for Q1 2019 vs. $20M for Q1 2018 • NFC1 earned pre-tax profit of $21.3M for Q1 2019 vs. $9.2M for Q1 2018 • Segment financing availability of $281M as of January 31, 2019 • Financial Services debt/equity leverage of 3.5:1 as of January 31, 2019 • Renewal of variable dealer note and retail accounts funding facilities during Q1 2019 NFC Facilities Dealer Floor Plan Retail Notes Bank and Term Loan B • NFSC wholesale trust as of • Revolver capacity of $269M January 31, 2019 matures September 2021, Term C A P I T A L Loan B of $400M matures July – $900M funding facility Funded by BMO Financial Group – Variable portion matures 2025 May 2020 • Program management continuity – Funding for retail notes, – Term portions mature June 2019 • Broad product offering wholesale notes, retail accounts, and September 2020 • Ability to support large fleets and dealer open accounts • On balance sheet • On balance sheet • Access to less expensive capital 1Navistar Financial Corporation (NFC) is the U.S. financial entity of Navistar’s Financial Services segment. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 12

Strong Cash Balance to Address Near-Term Manufacturing Debt ($ in millions) Limited Near-Term Manufacturing Debt Maturities(A) Manufacturing Cash Balance(B) $1,400 $2,000 $1,362 $1,192 $1,600 $1,100 $1,084 $1,050 $947 $1,100 Plan to pay $700 $1,000 off with cash in April $350 $411 $225 $0 $0 2019 2020-2024 2025 2026 Thereafter Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. (A) Total manufacturing debt of $3.3B as of January 31, 2019. Graph does not include financed lease obligations and other, totaling $65 million. NYSE: NAV 13 (B) Amounts include manufacturing cash, cash equivalents, and marketable securities. Q1 2019 consolidated equivalent cash balance was $1.24 billion. Amounts exclude restricted cash.

Frequently Asked Questions Q1: What is included in Corporate and Eliminations? A: The primary drivers of Corporate and Eliminations are Corporate SG&A, pension and OPEB expense (excluding amounts allocated to the segments), annual incentive, manufacturing interest expense, and the elimination of intercompany sales and profit between segments. Q2: What is included in your equity in income of non-consolidated affiliates? A: Equity in income of non-consolidated affiliates is derived from the ownership interests in partially-owned affiliates that are not consolidated. Q3: What is your net income attributable to non-controlling interests? A: Net income attributable to non-controlling interests is the result of the consolidation of subsidiaries in which the company does not own 100%, and is primarily comprised of Ford's non-controlling interest in our Blue Diamond Parts joint venture. Q4: What are your expected 2019 and beyond pension funding requirements? A: For the three months ended January 31, 2019 and 2018, we contributed $131 million and $21 million, respectively, to the U.S. and Canadian pension plans (the "Plans") to meet regulatory funding requirements. During the first quarter of 2019, the company contributed a substantial portion of our 2019 minimum required funding. The company currently anticipates additional contributions of approximately $9 million to the Plans during the remainder of 2019. Future contributions are dependent upon a number of factors, principally the changes in values of plan assets, changes in interest rates, and the impact of any future funding relief. The company currently expects that from 2020 through 2022, the company will be required to contribute $175 million to $200 million per year to the Plans, depending on asset performance and discount rates. Q5: What is your expectation for future cash tax payments? A: Cash tax payments are expected to remain low in 2019 and could gradually increase as the company utilizes available net operating losses (NOLs) and tax credits in future years. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 14

Frequently Asked Questions Q6: What is the current balance of net operating losses as compared to other deferred tax assets? A: As of October 31, 2018, the Company had deferred tax assets for U.S. federal NOLs valued at $560 million, state NOLs valued at $178 million, and foreign NOLs valued at $241 million, for a total undiscounted cash value of $979 million. In addition to NOLs, the Company had deferred tax assets for accumulated tax credits of $212 million and other deferred tax assets of $1.1 billion resulting in net deferred tax assets before valuation allowances of approximately $2.3 billion. Of this amount, $2.2 billion was subject to a valuation allowance at the end of FY2018. Q7: How does your FY 2019 Class 8 industry outlook compare to ACT Research? A: Reconcilation to ACT - Retail Sales 2019 ACT* 294,000 CY to FY Adjustment 9,200 "Other Specialty OEMs" included in ACT's forecast; we do not include (6,000) these specialty OEMs in our forecast or in our internal/external reports Total (ACT comparable Class 8 Navistar) 297,200 Navistar Industry Retail Deliveries Combined Class 8 Trucks 265,000 295,000 Navistar Difference from ACT (32,200) (2,200) *Source: ACT N.A. Commercial Vehicle Outlook - February 2019 (10.8%) (0.7%) Q8: Please discuss the process from an order to a retail delivery? A: Orders* are customers’ written commitments to purchase vehicles. Order backlogs* are orders yet to be built as of the end of a period. Chargeouts are vehicles that have been invoiced to customers. Retail deliveries occur when customers take possession and register the vehicle. Units held in dealer inventory represent the principal difference between retail deliveries and chargeouts. * Orders and units in backlog do not represent guarantees of purchases and are subject to cancellation. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 15

Frequently Asked Questions Q9: How do you define manufacturing free cash flow? Quarters Ended A: ($ in millions) Jan. 31, 2019 Oct. 31, 2018 Jul. 31, 2018 Apr. 30, 2018 Jan. 31, 2018 Consolidated Net Cash from Operating Activities...................... $ (240) $ 449 $ (83) $ (21) $ (76) Less: Net Cash from Financial Services Operations................... 25 (124) 33 (220) 161 Net Cash from Manufacturing Operations (A) ....................... (265) 573 (116) 199 (237) Plus: Capital Expenditures................................................................ (43) (34) (25) (23) (30) ___________________________Manufacturing Free Cash Flow.......................................... $ (308) $ 539 $ (141) $ 176 $ (267) (A) Net of adjustments required to eliminate certain intercompany transactions between Manufacturing operations and Financial Services operations. Q10: What is your revenue by product type? Global Financial Corporate and Truck Parts Operations Services Eliminations A: ($ in millions) Three Months Ended January 31, 2019 Truck products and services(B)(C)................................................................................................ $ 1,677 $ — $ — $ — $ 3 Truck contract manufacturing....................................................................................................... 18 — — — — Used trucks........................................................................................................................................ 51 — — — — Engines............................................................................................................................................... — 66 45 — — Parts..................................................................................................................................................... 1 480 16 — — Extended warranty contracts......................................................................................................... 29 — — — — Sales of manufactured products, net............................................................................................. $ 1,776 $ 546 $ 61 $ — $ 3 Retail financing(D)........................................................................................................................... — — — 35 — Wholesale financing(D).................................................................................................................. — — — 12 — ___________________________Sales and revenues, net....................................................................................................................... $ 1,776 $ 546 $ 61 $ 47 $ 3 (A) The table is reported in external revenue. (B) Includes other markets primarily consisting of Bus, Export Truck and Mexico. Also includes revenue of $3 million related to certain third-party financings initially recorded as borrowings, and operating lease revenue of $1 million. (C) Includes military sales of $62 million. In December 2018, we completed the previously announced sale of a 70% equity interest in Navistar Defense. (D) Retail financing and Wholesale financing revenues in the Financial Services segment include interest revenue of $13 million and $12 million, respectively, for the three months ended January 31, 2019. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 16

Outstanding Debt Balances January 31, October 31, ($ in millions) 2019 2018 Manufacturing operations Senior Secured Term Loan Credit Agreement, due 2025, net of unamortized discount of $7 and unamortized debt issuance costs of $11 at both dates .................................................................................... $ 1,566 $ 1,570 6.625% Senior Notes, due 2026, net of unamortized debt issuance costs of $16 and $17 respectively ..................................................................................................................................................................... 1,084 1,083 4.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $2 and $5, respectively, and unamortized debt issuance costs of $1 at both dates ............................................ 408 405 Loan Agreement related to 6.75% Tax Exempt Bonds, due 2040, net of unamortized debt issuance costs of $5 at both dates ............................................................................................................................ 220 220 Financed lease obligations ........................................................................................................................................ 52 122 Other ................................................................................................................................................................................. 13 26 Total Manufacturing operations debt………………………………………………………………………………………. 3,343 3,426 Less: Current portion ................................................................................................................................................... 437 461 Net long-term Manufacturing operations debt……………………………………………………………………….. $ 2,906 $ 2,965 January 31, October 31, ($ in millions) 2019 2018 Financial Services operations Asset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through 2023, net of unamortized debt issuance costs of $4 at both dates ........................................................... $ 992 $ 948 Senior secured NFC Term Loan, due 2025, net of unamortized discount of $2, and unamortized debt issuance costs of $4 at both dates ............................................................................................................... 393 394 Bank credit facilities, at fixed and variable rates, due dates from 2019 through 2025, net of unamortized debt issuance costs of $1 and $2, respectively ........................................................................ 616 519 Commercial paper, at variable rates, program matures in 2022 .................................................................. 62 75 Borrowings secured by operating and finance leases, at various rates, due serially through 2024 88 105 Total Financial Services operations debt……………………………………………………………………………….…. 2,151 2,042 Less: Current portion ................................................................................................................................................... 505 485 Net long-term Financial Services operations debt……………………………………………………………….….. $ 1,646 $ 1,556 Q1 2019 Earnings – 3/8/2019 NYSE: NAV 17

SEC Regulation G Non-GAAP Reconciliation SEC Regulation G Non-GAAP Reconciliation: The financial measures presented below are unaudited and not in accordance with, or an alternative for, financial measures presented in accordance with U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP and are reconciled to the most appropriate GAAP number below. Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”): We define EBITDA as our consolidated net income (loss) attributable to Navistar International Corporation plus manufacturing interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides meaningful information as to the performance of our business and therefore we use it to supplement our GAAP reporting. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results. Adjusted EBITDA: We believe that adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance. Manufacturing Cash, Cash Equivalents, and Marketable Securities: Manufacturing cash, cash equivalents, and marketable securities represents the Company’s consolidated cash, cash equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our investments are highly liquid in nature. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations. Gross Margin consists of Sales and revenues, net, less Costs of products sold. Structural Cost consists of Selling, general and administrative expenses and Engineering and product development costs. Manufacturing Free Cash Flow consists of Net cash from operating activities and Capital Expenditures, all from our Manufacturing operations. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by Sales and revenues, net. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 18

SEC Regulation G Non-GAAP Reconciliation Manufacturing segment cash, Cash equivalents, and Marketable securities reconciliation: Jan. 31, Oct. 31, Jul. 31, Apr. 30, Jan. 31, ($ in millions) 2019 2018 2018 2018 2018 Manufacturing Operations: Cash and cash equivalents………………………………………………………..................... $ 1,151 $ 1,261 $ 989 $ 1,060 $ 671 Marketable securities……………………………………………………………........................ 41 101 95 40 276 Manufacturing Cash, Cash equivalents, and Marketable securities............. $ 1,192 $ 1,362 $ 1,084 $ 1,100 $ 947 Financial Services Operations: Cash and cash equivalents………………………………………………………..................... $ 50 $ 59 $ 33 $ 40 $ 28 Marketable securities……………………………………………………………........................ - - - - - Financial Services Cash, Cash equivalents, and Marketable securities…….. $ 50 $ 59 $ 33 $ 40 $ 28 Consolidated Balance Sheet: Cash and cash equivalents………………………………………………………..................... $ 1,201 $ 1,320 $ 1,022 $ 1,100 $ 699 Marketable securities……………………………………………………………........................ 41 101 95 40 276 Consolidated Cash, Cash equivalents, and Marketable securities…………... $ 1,242 $ 1,421 $ 1,117 $ 1,140 $ 975 Q1 2019 Earnings – 3/8/2019 NYSE: NAV 19

SEC Regulation G Non-GAAP Reconciliations Earnings (loss) before interest, taxes, depreciation, and amortization (“EBITDA”) reconciliation Quarters Ended January 31, ($ in millions) 2019 2018 Net income (loss) attributable to NIC................................................................................ $ 11 $ (73) Plus: Depreciation and amortization expense................................................................. 48 55 Manufacturing interest expense (A)........................................................................... 56 58 Adjusted for: Income tax benefit (expense)........................................................................................ 19 (15) ______________________EBITDA................................................................................................................................................ $ 96 $ 55 (A) Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the manufacturing and corporate operations, adjusted to eliminate interest expense of our Financial Services segment. The following table reconciles Manufacturing interest expense to the consolidated interest expense: Quarters Ended January 31, ($ in millions) 2019 2018 Interest expense.................................................................................................................... $ 85 $ 79 Less: Financial services interest expense.................................................................... 29 21 Manufacturing interest expense..................................................................................... $ 56 $ 58 Quarters Ended January 31, ($ in millions) 2019 2018 EBITDA (reconciled above)................................................................................. $ 96 $ 55 Adjusted for significant items of: Adjustments to pre-existing warranties (A)........................................................................ (7) (6) Asset impairment charges (B).................................................................................................... 2 2 Restructuring of manufacturing operations (C) ............................................................... — (3) EGR product litigation (D)............................................................................................................ — 1 Gain on sales (E)................................................................................................................................ (59) — Debt refinancing charges (F)...................................................................................................... — 46 Pension settlement (G).................................................................................................................. 142 9 Settlement gain (H)......................................................................................................................... (1) — Total adjustments.................................................................................................................................. 77 49 Adjusted EBITDA.................................................................................................. $ 173 $ 104 Adjusted EBITDA margin................................................................................................................... 7.1% 5.5% For more detail on the items noted, please see the footnotes on slide 21. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 20

Significant Items Included Within Our Results Quarters Ended January 31, ($ in millions) 2019 2018 Expense (income): Adjustments to pre-existing warranties (A)............................................................................................................... $ (7) $ (6) Asset impairment charges (B).......................................................................................................................................... 2 2 Restructuring of manufacturing operations (C)....................................................................................................... — (3) EGR product litigation (D).................................................................................................................................................. — 1 Gain on sales (E)...................................................................................................................................................................... (59) — Debt refinancing charges (F)............................................................................................................................................. — 46 Pension settlement (G)......................................................................................................................................................... 142 9 Settlement gain (H)................................................................................................................................................................ (1) — _____________________ (A) Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. (B) In the first quarter of 2019, we recorded $2 million of asset impairment charges relating to certain assets under operating leases. In the first quarter of 2018, we recorded $2 million of impairment charges related to the sale of our railcar business in Cherokee, Alabama. (C) In the first quarter of 2018, we recorded benefits of $3 million for restructuring in our Truck and Global segments. (D) In the first quarter of 2018, we recognized an additional charge of $1 million for a jury verdict related to the MaxxForce engine EGR product litigation in our Truck segment. (E) In the first quarter of 2019, we recognized a gain of $54 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment. In the first quarter of 2019, we also recognized a gain of $5 million related to the sale of our joint venture in China with Anhui Jianghuai Automobile Co in our Global Operations segment. (F) In the first quarter of 2018, we recorded a charge of $46 million for the write off of debt issuance costs and discounts associated with the repurchase of our previously existing 8.25% Senior Notes and the refinancing of our previously existing Term Loan. (G) In the first quarter of 2019 and 2018, we purchased group annuity contracts for certain retired pension plan participants resulting in plan remeasurements. As a result, we recorded pension settlement accounting charges of $142 million and $9 million, respectively, in Other expense, net. (H) In the first quarter of 2019, we recorded interest income of $1 million in Other expense, net derived from the prior year settlement of a business economic loss claim relating to our former Alabama engine manufacturing facility. Q1 2019 Earnings – 3/8/2019 NYSE: NAV 21



Exhibit No.		Description of Exhibit

99.1		Press release, dated March 8, 2019, "Navistar Reports First Quarter 2019 Results"
99.2		Slide Presentation for First Quarter 2019 Financial Results Web Cast to be held on March 8, 2019