8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 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:

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

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

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

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

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 Stock, par value $0.10	NAV	New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)	NAV-D	New York Stock Exchange

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

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.

On September 4, 2019, Navistar International Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the period ended July 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 third quarter financial results on Wednesday, September 4th. 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 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

Exhibit No.	Description of Exhibit
99.1	Press release, dated September 4, 2019, "Navistar Reports Third Quarter 2019 Results"
99.2	Slide Presentation for Third Quarter 2019 Financial Results Web Cast to be held on September 4, 2019

Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. 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, which was filed on December 18, 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.

SIGNATURE

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: Title:	Walter G. Borst Executive Vice President and Chief Financial Officer

Dated: September 4, 2019

EX-99.1

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 THIRD QUARTER 2019 RESULTS

• Reports net income of $156 million, or $1.56 per diluted share, on revenues of $3 billion

• Generates $266 million of adjusted EBITDA in the quarter; $147 million of adjusted net income

• Achieves 2.6 share point growth in Core market share, reflecting higher share in all vehicle segments year-over-year

• Records $250 million of manufacturing free cash flow for the quarter

LISLE, Ill. - September 4, 2019 - Navistar International Corporation (NYSE: NAV) today announced third quarter 2019 net income of $156 million, or $1.56 per diluted share, compared to third quarter 2018 net income of $170 million, or $1.71 per diluted share.

Third quarter 2019 adjusted EBITDA was $266 million, compared to $218 million in the same period one year ago. Adjusted net income in the quarter grew 55 percent to $147 million, compared to $95 million last year.

Revenues in the quarter were $3 billion, up 17 percent from the same period one year ago, primarily due to a 28 percent increase in volumes in the company’s Core market (Class 6-8 trucks and buses in the United States and Canada).

“This was another great quarter for Navistar,” said Troy A. Clarke, Navistar chairman, president and chief executive officer. “Market share increased, revenues and earnings grew at double-digit rates, and we made significant investments in our operations and our Uptime promise.”

Navistar ended third quarter 2019 with $1.16 billion in consolidated cash, cash equivalents and marketable securities. Manufacturing cash, cash equivalents and marketable securities were $1.11 billion at the end of the quarter. The company generated $250 million of manufacturing free cash flow during the quarter largely due to strong adjusted EBITDA and net working capital performance.

The company had a number of uptime-related highlights during its third quarter. Navistar's warranty performance and service partnership agreement with Love's and Speedco, initially announced in March, is now fully operational, activating the commercial vehicle industry's largest service network in North America. Additionally, the company’s latest parts distribution center (PDC) opened late last month near Memphis to help cater to the growing demand for parts and quicker maintenance turnaround times. Complementing the new PDC are new enhancements to Navistar’s retail inventory management system, resulting in 50 percent lower emergency parts orders, further maximizing Uptime for the company’s customers.

Also during the quarter, the company announced it would be making capital investments of approximately $125 million in new and expanded manufacturing facilities at its Huntsville, Ala. plant to produce next-generation big-bore powertrains developed with its global alliance partner TRATON.

INDUSTRY AND FINANCIAL GUIDANCE

The company updated the following 2019 full-year industry and financial guidance:

•Industry retail deliveries of Class 6-8 trucks and buses in the United States and Canada are forecast to be 435,000 to 455,000 units, with Class 8 retail deliveries of 295,000 to 315,000 units.

•Gross margin is expected to be in the range of 17.75% and 18%.

•Core market share is forecast to be between 18.5% and 19%.

The company reaffirmed the following 2019 full-year financial guidance:

•Navistar revenues are expected to be between $11.25 billion and $11.75 billion.

•The company's adjusted EBITDA is expected to be between $875 million and $925 million.

Additionally, the company forecasts the industry’s 2020 retail deliveries of Class 6-8 trucks and buses in the United States and Canada to be in the range of 335,000 to 365,000 units, with Class 8 retail deliveries between 210,000 and 240,000 units.

“We are on course for a strong end to 2019, and we’re not standing still,” Clarke said. “The company is recapturing market share and is growing revenue, EBITDA and cash flow. We remain focused on setting ourselves up for long-term success.”

SEGMENT REVIEW

Summary of Financial Results:

	(Unaudited)
	Three Months Ended July 31,				Nine Months Ended July 31,
(in millions, except per share data)	2019		2018		2019		2018
Sales and revenues, net	$	3,042	$	2,606	$	8,471	$	6,933
Segment Results:
Truck	$	167	$	165	$	183	$	200
Parts	149		144		437		413
Global Operations	1		4		10		(2		)
Financial Services	30		23		93		62
Net income(A)	156		170		119		152
Diluted income per share(A)	1.56		1.71		1.20		1.53

________________

(A) Amounts attributable to Navistar International Corporation.

Truck Segment - Truck segment net sales increased 25 percent to $2.4 billion compared to third quarter 2018. The increase is primarily due to higher volumes in the company’s Core markets, an increase in both Mexico sales and sales of Class 4-5 trucks manufactured for GM, partially offset by the impact of the sale of a majority interest in Navistar Defense.

For third quarter 2019, the Truck segment recorded a profit of $167 million, up $2 million, compared to the same period one year ago. The increase was primarily driven by the impact of higher volumes in the company’s Core markets and the release of a liability recognized in a prior quarter related to certain legacy engine litigation, offset by a prior year settlement gain relating to a business economic claim. Excluding these two one-time items, the segment profit was up $41 million year-over-year.

Parts Segment - Parts segment net sales decreased six percent to $571 million, compared to third quarter 2018, primarily due to the impact of a new revenue standard and lower Blue Diamond Parts (BDP) sales, offset by higher sales in the company’s North American markets.

For third quarter 2019, the Parts segment recorded a profit of $149 million, up three percent compared to third quarter 2018, primarily due to higher U.S. margins and lower intercompany access fees, partially offset by lower BDP volumes.

Global Operations Segment -Global Operations net sales for the quarter were $90 million, comparable to the same period one year ago.

For third quarter 2019, the Global Operations segment profit was $1 million, down $3 million compared to third quarter 2018, primarily driven by the impact of a shift in product mix.

Financial Services Segment - Financial Services net revenues increased 14 percent to $74 million compared to third quarter 2018, primarily due to higher average portfolio balances in the U.S. and Mexico.

For third quarter 2019, the Financial Services segment recorded a profit of $30 million, up 30 percent compared to third quarter 2018. The increase was primarily driven by higher interest margins, and higher other income from an intercompany loan, partially offset by the write-off of debt issuance costs.

About Navistar

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand commercial 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.

Forward-Looking Statement

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. 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, which was filed on December 18, 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 July 31,						Nine Months Ended July 31,
(in millions, except per share data)	2019			2018			2019			2018
Sales and revenues
Sales of manufactured products, net	$	2,996		$	2,566		$	8,330		$	6,815
Finance revenues	46			40			141			118
Sales and revenues, net	3,042			2,606			8,471			6,933
Costs and expenses
Costs of products sold	2,501			2,096			6,973			5,615
Restructuring charges	—			1			1			(1		)
Asset impairment charges	3			8			6			11
Selling, general and administrative expenses	167			222			726			613
Engineering and product development costs	81			72			242			222
Interest expense	76			82			243			240
Other expense (income), net	25			(55		)	140			36
Total costs and expenses	2,853			2,426			8,331			6,736
Equity in income of non-consolidated affiliates	1			—			4			—
Income before income tax	190			180			144			197
Income tax expense	(29		)	(3		)	(9		)	(25		)
Net income	161			177			135			172
Less: Net income attributable to non-controlling interests	5			7			16			20
Net income attributable to Navistar International Corporation	$	156		$	170		$	119		$	152
Income per share attributable to Navistar International Corporation:
Basic	$	1.57		$	1.72		$	1.20		$	1.54
Diluted	1.56			1.71			1.20			1.53
Weighted average shares outstanding:
Basic	99.4			99.0			99.2			98.8
Diluted	99.7			99.7			99.5			99.6

Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets

	As of July 31, 2019			As of October 31, 2018
(in millions, except per share data)
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	1,160		$	1,320
Restricted cash and cash equivalents	79			62
Marketable securities	3			101
Trade and other receivables, net	429			456
Finance receivables, net	2,187			1,898
Inventories, net	1,195			1,110
Other current assets	273			189
Total current assets	5,326			5,136
Restricted cash	57			63
Trade and other receivables, net	12			49
Finance receivables, net	275			260
Investments in non-consolidated affiliates	33			50
Property and equipment (net of accumulated depreciation and amortization of $2,463 and $2,498, respectively)	1,290			1,370
Goodwill	38			38
Intangible assets (net of accumulated amortization of $142 and $140, respectively)	27			30
Deferred taxes, net	124			121
Other noncurrent assets	112			113
Total assets	$	7,294		$	7,230
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt	$	676		$	946
Accounts payable	1,806			1,606
Other current liabilities	1,323			1,255
Total current liabilities	3,805			3,807
Long-term debt	4,528			4,521
Postretirement benefits liabilities	1,929			2,097
Other noncurrent liabilities	692			731
Total liabilities	10,954			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	2,730			2,731
Accumulated deficit	(4,501		)	(4,593		)
Accumulated other comprehensive loss	(1,754		)	(1,920		)
Common stock held in treasury, at cost (3.9 and 4.2 shares, respectively)	(150		)	(161		)
Total stockholders’ deficit attributable to Navistar International Corporation	(3,663		)	(3,931		)
Stockholders’ equity attributable to non-controlling interests	3			5
Total stockholders’ deficit	(3,660		)	(3,926		)
Total liabilities and stockholders’ deficit	$	7,294		$	7,230

Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31,
(in millions)	2019			2018
Cash flows from operating activities
Net income	$	135		$	172
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	99			107
Depreciation of equipment leased to others	45			53
Deferred taxes, including change in valuation allowance	(41		)	(3		)
Asset impairment charges	6			11
Gain on sales of investments and businesses, net	(56		)	—
Amortization of debt issuance costs and discount	15			23
Stock-based compensation	20			27
Provision for doubtful accounts	8			6
Equity in income of non-consolidated affiliates, net of dividends	(3		)	4
Write-off of debt issuance costs and discount	6			43
Other non-cash operating activities	(6		)	(17		)
Changes in other assets and liabilities, exclusive of the effects of businesses disposed	(124		)	(606		)
Net cash provided by (used in) operating activities	104			(180		)
Cash flows from investing activities
Purchases of marketable securities	—			(214		)
Sales of marketable securities	—			460
Maturities of marketable securities	98			29
Capital expenditures	(90		)	(79		)
Purchases of equipment leased to others	(130		)	(142		)
Proceeds from sales of property and equipment	12			9
Proceeds from sales of investments and businesses	100			(3		)
Other investing activities	1			—
Net cash provided by (used in) investing activities	(9		)	60
Cash flows from financing activities
Proceeds from issuance of securitized debt	331			32
Principal payments on securitized debt	(300		)	(50		)
Net change in secured revolving credit facilities	120			64
Proceeds from issuance of non-securitized debt	144			3,210
Principal payments on non-securitized debt	(988		)	(2,669		)
Net change in notes and debt outstanding under revolving credit facilities	469			(52		)
Debt issuance costs	(9		)	(36		)
Proceeds from financed lease obligations	13			48
Proceeds from exercise of stock options	3			7
Dividends paid by subsidiaries to non-controlling interest	(18		)	(19		)
Other financing activities	(2		)	(17		)
Net cash provided by (used in) financing activities	(237		)	518
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7		)	(16		)
Increase (decrease) in cash, cash equivalents and restricted cash	(149		)	382
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	$	1,296		$	1,222

Navistar International Corporation and Subsidiaries

Segment Reporting

(Unaudited)

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 July 31, 2019
External sales and revenues, net	$	2,342	$	569	$	82	$	46	$	3		$	3,042
Intersegment sales and revenues	45		2		8		28		(83		)	—
Total sales and revenues, net	$	2,387	$	571	$	90	$	74	$	(80	)	$	3,042
Net income (loss) attributable to NIC	$	167	$	149	$	1	$	30	$	(191	)	$	156
Income tax expense	—		—		—		—		(29		)	(29		)
Segment profit (loss)	$	167	$	149	$	1	$	30	$	(162	)	$	185
Depreciation and amortization	$	26	$	1	$	3	$	16	$	1		$	47
Interest expense	—		—		—		27		49			76
Equity in income of non-consolidated affiliates	—		1		—		—		—			1
Capital expenditures(B)	17		2		1		—		4			24

(in millions)	Truck		Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended July 31, 2018
External sales and revenues, net	$	1,894	$	603	$	68		$	40	$	1		$	2,606
Intersegment sales and revenues	22		2		21			25		(70		)	—
Total sales and revenues, net	$	1,916	$	605	$	89		$	65	$	(69	)	$	2,606
Net income (loss) attributable to NIC	$	165	$	144	$	4		$	23	$	(166	)	$	170
Income tax expense	—		—		—			—		(3		)	(3		)
Segment profit (loss)	$	165	$	144	$	4		$	23	$	(163	)	$	173
Depreciation and amortization	$	31	$	2	$	3		$	14	$	1		$	51
Interest expense	—		—		—			22		60			82
Equity in income (loss) of non-consolidated affiliates	1		1		(2		)	—		—			—
Capital expenditures(B)	19		—		1			1		5			26

(in millions)	Truck		Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Nine Months Ended July 31, 2019
External sales and revenues, net	$	6,405	$	1,693	$	223		$	141	$	9		$	8,471
Intersegment sales and revenues	75		5		27			85		(192		)	—
Total sales and revenues, net	$	6,480	$	1,698	$	250		$	226	$	(183	)	$	8,471
Net income (loss) attributable to NIC	$	183	$	437	$	10		$	93	$	(604	)	$	119
Income tax expense	—		—		—			—		(9		)	(9		)
Segment profit (loss)	$	183	$	437	$	10		$	93	$	(595	)	$	128
Depreciation and amortization	$	78	$	4	$	7		$	48	$	7		$	144
Interest expense	—		—		—			83		160			243
Equity in income (loss) of non-consolidated affiliates	3		2		(1		)	—		—			4
Capital expenditures(B)	69		3		2			2		14			90

(in millions)	Truck		Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Nine Months Ended July 31, 2018
External sales and revenues, net	$	4,810	$	1,768	$	229		$	118	$	8		$	6,933
Intersegment sales and revenues	61		6		38			69		(174		)	—
Total sales and revenues, net	$	4,871	$	1,774	$	267		$	187	$	(166	)	$	6,933
Net income (loss) attributable to NIC	$	200	$	413	$	(2	)	$	62	$	(521	)	$	152
Income tax expense	—		—		—			—		(25		)	(25		)
Segment profit (loss)	$	200	$	413	$	(2	)	$	62	$	(496	)	$	177
Depreciation and amortization	$	100	$	5	$	8		$	41	$	6		$	160
Interest expense	—		—		—			64		176			240
Equity in income (loss) of non-consolidated affiliates	2		2		(4		)	—		—			—
Capital expenditures(B)	74		1		2			1		1			79

_________________________

(A) Total sales and revenues in the Financial Services segment include interest revenues of $53 million and $161 million for the three and nine months ended July 31, 2019, respectively, and $46 million and $131 million for the three and nine months ended July 31, 2018, respectively.

(B) Exclusive of purchases of equipment leased to others.

(in millions)	Truck		Parts		Global Operations		Financial Services		Corporate and Eliminations		Total
Segment assets, as of:
July 31, 2019	$	1,942	$	686	$	322	$	3,010	$	1,334	$	7,294
October 31, 2018	2,085		636		331		2,648		1,530		7,230

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.

Adjusted EBITDA and Adjusted Net Income (loss) attributable to NIC:

We believe that adjusted EBITDA and adjusted Net Income (loss) attributable to NIC, 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.

Manufacturing free cash flowconsists of Net cash from operating activities and Capital Expenditures, all from our Manufacturing operations.

EBITDA reconciliation:

	Three Months Ended July 31,						Nine Months Ended July 31,
(in millions)	2019			2018			2019			2018
Net income attributable to NIC	$	156		$	170		$	119		$	152
Plus:
Depreciation and amortization expense	47			51			144			160
Manufacturing interest expense(A)	49			60			160			176
Adjusted for:
Income tax expense	(29		)	(3		)	(9		)	(25		)
EBITDA	$	281		$	284		$	432		$	513

______________________

(A) 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 July 31,				Nine Months Ended July 31,
(in millions)	2019		2018		2019		2018
Interest expense	$	76	$	82	$	243	$	240
Less: Financial services interest expense	27		22		83		64
Manufacturing interest expense	$	49	$	60	$	160	$	176

Adjusted EBITDA Reconciliation:

	Three Months Ended July 31,						Nine Months Ended July 31,
(in millions)	2019			2018			2019			2018
EBITDA (reconciled above)	$	281		$	284		$	432		$	513
Adjusted for significant items of:
Adjustments to pre-existing warranties(A)	5			(4		)	7			(4		)
Asset impairment charges(B)	3			8			6			11
Restructuring of manufacturing operations(C)	—			1			1			(1		)
MaxxForce Advanced EGR engine lawsuits(D)	(31		)	—			128			1
Gain on sales(E)	3			—			(56		)	—
Debt refinancing charges(F)	6			—			6			46
Pension settlement(G)	—			—			142			9
Settlement gain(H)	(1		)	(71		)	(3		)	(71		)
Total adjustments	(15		)	(66		)	231			(9		)
Adjusted EBITDA	$	266		$	218		$	663		$	504

Adjusted Net Income attributable to NIC:

	Three Months Ended July 31,						Nine Months Ended July 31,
(in millions)	2019			2018			2019			2018
Net income attributable to NIC	$	156		$	170		$	119		$	152
Adjusted for significant items of:
Adjustments to pre-existing warranties(A)	5			(4		)	7			(4		)
Asset impairment charges(B)	3			8			6			11
Restructuring of manufacturing operations(C)	—			1			1			(1		)
MaxxForce Advanced EGR engine lawsuits(D)	(31		)	—			128			1
Gain on sales(E)	3			—			(56		)	—
Debt refinancing charges(F)	6			—			6			46
Pension settlement(G)	—			—			142			9
Settlement gain(H)	(1		)	(71		)	(3		)	(71		)
Total adjustments	(15		)	(66		)	231			(9		)
Tax effect (I)	6			(9		)	(41		)	(5		)
Adjusted Net income attributable to NIC	$	147		$	95		$	309		$	138

____________________

(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 third quarter and first nine months of 2019, we recorded $3 million and $6 million, respectively, of asset impairment charges relating to certain assets under operating leases in our Truck segment. In the third quarter and first nine months of 2018, we recorded $8 million and $11 million, respectively, of asset impairment charges related to the sale of our railcar business in Cherokee, Alabama and certain assets under operating leases in our Truck segment.

(C) In the third quarter and first nine months of 2019, we recorded a restructuring charge of zero and $1 million, respectively, in our Truck segment. In the third quarter and first nine months of 2018, we recorded a charge of $1 million and a benefit of $1 million, respectively, related to adjustments for restructuring in our Truck, Global Operations and Corporate segments.

(D) In the third quarter and first nine months of 2019, we recognized a net benefit of $31 million related to the MaxxForce engine EGR product litigation recorded during the third quarter of 2017 and a charge of $128 million related to MaxxForce Advanced EGR engine class action settlement and related litigation in our Truck segment. In the nine months ended July 31, 2018, we recognized a charge of $1 million for a jury verdict related to one of the MaxxForce Advanced EGR engine lawsuits in our Truck segment.

(E) In three months ended July 31, 2019, we recognized a charge of $3 million in our Truck segment for adjustments to the purchase price of the sale of a majority interest in the Navistar Defense business. In the first nine months of 2019, we recognized a gain of $51 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment, and a gain of $5 million related to the sale of our joint venture in China with JAC in our Global Operations segment.

(F) In the third quarter and first nine months of 2019, we recorded a charge of $6 million for the write off of debt issuance costs and discounts associated with NFC Term Loan. In the first nine months 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 Corporate.

(G) In the first nine months 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 income, net in Corporate.

(H) In the third quarter and first nine months of 2019, we recorded interest income of $1 million and $3 million, respectively, in Other income, net derived from the prior year settlement of a business economic loss claim relating to our former Alabama engine manufacturing facility in Corporate.

(I) Tax effect is calculated by excluding the impact of the non-GAAP adjustments from the interim period tax provision calculations.

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

	As of July 31, 2019
(in millions)	Manufacturing Operations		Financial Services Operations		Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	1,112	$	48	$	1,160
Marketable securities	3		—		$	3
Total cash, cash equivalents, and marketable securities	$	1,115	$	48	$	1,163

Manufacturing free cash flow reconciliation:

(in millions)	July 31, 2019
Consolidated net cash from operating activities		$	294
Less: Net cash from Financial Services Operations		20
Net cash from Manufacturing Operations(A)		274
Plus: Manufacturing capital expenditures		(24		)
Manufacturing free cash flow		$	250

______________________

(A) Net of adjustments required to eliminate certain intercompany transactions between Manufacturing operations and Financial Services operations.

EX-99.2

Q3 2019 EARNINGS PRESENTATION September 4, 2019 ® International is a registered trademark of , Inc. NYSE: NAV

Safe Harbor Statement and Other Cautionary Notes Information provided and statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this presentation and the company assumes no obligation to update the information included in this presentation. 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, which was filed on December 18, 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. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 2

Third Quarter 2019 Highlights • Core market share up 2.6 points year over year • Class 8 up 1.6 points • Class 6/7 up 4.9 points • Revenue up 17%, led by 25% increase in Truck revenue • Core chargeouts up 28% to 24,400 • Adjusted net income up 55% to $147 million • Adjusted EBITDA up 22% to $266 million • Investment in Huntsville engine plant announced • Memphis parts distribution center opened in August • Loves partnership operational Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 3

Strong Financial Performance ($ in millions, except per share and units) Quarters Ended July 31(A) 2019 2018 Chargeouts(B) 24,400 19,100 Sales and revenues $ 3,042 $ 2,606 Net income(C) $ 156 $ 170 Diluted income per share(C) $ 1.56 $ 1.71 Adjusted Net income $ 147 $ 95 Adjusted EBITDA $ 266 $ 218 Adjusted EBITDA margin 8.7% 8.4% Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. (A) 2019 results reflect ASC 606 while 2018 results are as reported Q3 2019 Earnings – 9/4/2019 (B) Includes U.S. and Canada School buses and Class 6-8 trucks. (C) Amounts attributable to Navistar International Corporation. NYSE: NAV 4

Improving Operating Segment Performance ($ in millions) Sales and Revenues(A) Segment Profit Quarters Ended Quarters Ended July 31 July 31 2019 2018 2019 2018 Truck $ 2,387 $ 1,916 $ 167 $ 165 Parts 571 605 149 144 Global Operations 90 89 1 4 Financial Services 74 65 30 23 (A) 2019 results reflect ASC 606 while 2018 results are as reported under prior revenue recognition guidance Q3 2019 Earnings – 9/4/2019 NYSE: NAV 5

Core Industry Volume Guidance Actual Guidance 2018 2019(A) 2020 Class 8 277K 295-315K 210-240K Class 6/7 99K 105K 90K School bus 33K 35K 35K Core markets industry 409K 435-455K 335-365K (A) Guidance updated from June 4, 2019, which included Class 8 units of 290-310K, Class 6/7 units 100K, and Q3 2019 Earnings – 9/4/2019 School Bus units of 35K, totaling core market industry units of 425-445K. NYSE: NAV 6

Updated 2019 Financial Guidance Prior Updated 2019 Guidance 2019 Guidance Revenue $11.25-$11.75B $11.25-$11.75B Gross margin 18.25%-18.75% 17.75%-18% Adjusted EBITDA $875-$925M $875-$925M Manufacturing interest expense $225M $225M Warranty spend greater than expense $90M $90M Capital expenditures $150M $115M Pension/OPEB contributions greater than $85M $85M expense Core Market Share >19% 18.5%-19% Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 7

Appendix Q3 2019 Earnings – 9/4/2019 NYSE: NAV 8

Days Sales Inventory On-Hand 140 120 100 85 Days 80 Normal range is 80-120 days inventory on hand 60 40 20 0 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Jul-19 Includes US and Canada Class 6-8 company and dealer truck inventory, but does not include IC Bus *Calculation is based on the 3-month rolling average of inventory-to-retail sales ratio Q3 2019 Earnings – 9/4/2019 NYSE: NAV 9

Retail Market Share in Commercial Vehicle Segments Three Months Ended July 31, April 30, January 31, October July 31, 2019 2019 2019 31, 2018 2018 Core Markets (U.S. and Canada) Class 6 and 7 medium trucks ........................................................26.8 % 29.8 % 25.5 % 24.9 % 21.9% Class 8 heavy trucks .........................................................................13 .8 % 15.1 % 12.1 % 16.9 % 12.7% Class 8 severe service trucks .........................................................14 . 1 % 12.6 % 11.7 % 16.5 % 11.2% Combined class 8 trucks ................................................................13 ..9 % 14.5 % 12.0 % 16.8 % 12.3% Class 6/7 Class 8 Class 8 Medium-Duty Heavy Severe Service Q3 2019 Earnings – 9/4/2019 NYSE: NAV 10

Worldwide Truck Chargeouts Three Months Ended July 31, % 2019 2018 Change Change Core Markets (U.S. and Canada) School buses............................................................................................. 3,900 3,700 200 5% Class 6 and 7 medium trucks .................................................................. 8,400 6,300 2,100 33% Class 8 heavy trucks ................................................................................. 9,400 7,200 2,200 31% Class 8 severe service trucks.................................................................... 2,700 1,900 800 42% Total Core markets.......................................................... 24,400 19,100 5,300 28% Non "Core" defense.................................................................................. — 100 (100) (100%) Other markets(A)....................................................................................... 7,000 2,500 4,500 180% Total worldwide units...................................................... 31,400 21,700 9,700 45% Combined class 8 trucks .......................................................................... 12,100 9,100 3,000 33% _______________________ 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 Class 4/5 vehicles, Export Truck, Mexico, and post-sale Navistar Defense. Other markets include certain Class 4/5 vehicle chargeouts of 3,300 General Motors ("GM")-branded units sold to GM for the three months ended July 31, 2019. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 11

Financial Services Segment Highlights • Financial Services segment profit of $30M for Q3 2019 and $93M for YTD 2019 • Segment financing availability of $368M as of July 31, 2019 • Financial Services debt/equity leverage of 3.4:1 as of July 31, 2019 • NFC bank revolver increased to $748M and $400M NFC Term Loan repaid • Sale of $300M of wholesale asset-backed notes completed in June 2019 NFC Facilities Dealer Floor Plan Retail Notes Bank and Term Loan B • NFSC wholesale trust as of July • Bank revolver capacity of 31, 2019 $748M matures May 2024, C A P I T A L Term Loan B repaid in May – $950M funding facility Funded by BMO Financial Group – Variable portion matures 2019 • Program management continuity May 2020 – Funding for retail notes, – Term portions mature • Broad product offering wholesale notes, retail accounts, September 2020 and May 2021 • Ability to support large fleets and dealer open accounts • On balance sheet • Access to less expensive capital • On balance sheet Q3 2019 Earnings – 9/4/2019 NYSE: NAV 12

Strong Cash Balance, No Near-term Manufacturing Debt Maturities ($ in millions) Manufacturing Cash Balance(A) Limited Near-Term Manufacturing Debt Maturities(B) $1,400 $1,362 $2,000 $1,192 $1,084 $1,115 $1,600 $1,050 $950 $1,100 $700 $1,000 $350 $225 $0 $0 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 2019 2020-2024 2025 2026 Thereafter Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. (A) Amounts include manufacturing cash, cash equivalents, and marketable securities. Q3 2019 consolidated equivalent cash balance was $1.1 billion. Amounts exclude restricted cash. NYSE: NAV 13 (B) Total manufacturing debt of $2.9B as of July 31, 2019. Graph does not include financed lease obligations and other, totaling $64 million.

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. Q3: 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 and nine months ended July 31, 2019, we contributed $9 million and $140 million, respectively, to our U.S. and Canadian pension plans (the "Plans") to meet regulatory funding requirements. During the first quarter of 2019, we accelerated the payment of a substantial portion of our 2019 minimum required funding. We expect no additional contributions to the pension plan for 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. We currently expect that from 2020 through 2022, we 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. Q3 2019 Earnings – 9/4/2019 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* 311,100 CY to FY Adjustment 3,600 "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) 308,700 Navistar Industry Retail Deliveries Combined Class 8 Trucks** 295,000 315,000 Navistar Difference from ACT (13,700) 6,300 *Source: ACT N.A. Commercial Vehicle Outlook - July 2019 -4.4% 2.0% **Industry forecast provided September 2019 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. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 15

Frequently Asked Questions Q9: How do you define manufacturing free cash flow? Quarters Ended A: ($ in millions) Jul. 31, 2019 Apr. 30, 2019 Jan. 31, 2019 Oct. 31, 2018 Jul. 31, 2018 Consolidated Net Cash from Operating Activities...................... $ 294 $ 50 $ (240) $ 449 $ (83) Less: Net Cash from Financial Services Operations................... 20 (132) 25 (124) 33 Net Cash from Manufacturing Operations (A) ....................... 274 182 (265) 573 (116) Plus: Manufacturing Capital Expenditures.................................... (24) (21) (43) (34) (25) Manufacturing Free Cash Flow.......................................... $ 250 $ 161 $ (308) $ 539 $ (141) (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(A)? Global Financial Corporate and Truck Parts Total Operations Services Eliminations A: ($ in millions) Three Months Ended July 31, 2019 Truck products and services(B)............................................................................ $ 2,115 $ — $ — $ — $ 3 $ 2,118 Truck contract manufacturing............................................................................. 144 — — — — 144 Used trucks.............................................................................................................. 54 — — — — 54 Engines..................................................................................................................... — 73 63 — — 136 Parts........................................................................................................................... 2 496 19 — — 517 Extended warranty contracts............................................................................... 27 — — — — 27 Sales of manufactured products, net................................................................... $ 2,342 $ 569 $ 82 $ — $ 3 $ 2,996 Retail financing(C).................................................................................................. — — — 35 — 35 Wholesale financing(C)......................................................................................... — — — 11 — 11 Sales and revenues, net............................................................................................. $ 2,342 $ 569 $ 82 $ 46 $ 3 $ 3,042 (A) The table is reported in external revenue. (B) Includes other markets primarily consisting of Bus, Export Truck and Mexico. (C) Retail financing and Wholesale financing revenues in the Financial Services segment include interest revenue of $15 million and $11 million, respectively, for the three months ended July 31, 2019. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 16

Outstanding Debt Balances July 31, October 31, ($ in millions) 2019 2018 Manufacturing operations Senior Secured Term Loan Credit Agreement, due 2025, net of unamortized discount of $6 and $7, respectively, and unamortized debt issuance costs of $10 and $11, respectively ............................ $ 1,560 $ 1,570 6.625% Senior Notes, due 2026, net of unamortized debt issuance costs of $15 and $17, respectively ..................................................................................................................................................................... 1,085 1,083 4.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $5 and unamortized debt issuance costs of $1 ................................................................................................................. — 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 ........................................................................................................................................ 54 122 Other ................................................................................................................................................................................. 10 26 Total Manufacturing operations debt………………………………………………………………………………………. 2,929 3,426 Less: Current portion ................................................................................................................................................... 30 461 Net long-term Manufacturing operations debt……………………………………………………………………….. $ 2,899 $ 2,965 July 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 $5 and $4, respectively .............................................. $ 1,102 $ 948 Senior secured NFC Term Loan, due 2025, net of unamortized discount of $2 and unamortized debt issuance costs of $4 .......................................................................................................................................... — 394 Bank credit facilities, at fixed and variable rates, due dates from 2019 through 2025, net of unamortized debt issuance costs of zero and $2, respectively .................................................................... 1,000 519 Commercial paper, at variable rates, program matures in 2022 .................................................................. 71 75 Borrowings secured by operating and finance leases, at various rates, due serially through 2024 102 105 Total Financial Services operations debt……………………………………………………………………………….…. 2,275 2,041 Less: Current portion ................................................................................................................................................... 646 485 Net long-term Financial Services operations debt……………………………………………………………….….. $ 1,629 $ 1,556 Q3 2019 Earnings – 9/4/2019 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 Net Income and Adjusted EBITDA: We believe that adjusted net income and 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, and free cash flow 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. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 18

SEC Regulation G Non-GAAP Reconciliation Manufacturing segment cash, Cash equivalents, and Marketable securities reconciliation: Jul. 31, Apr. 30, Jan. 31, Oct. 31, Jul. 31, ($ in millions) 2019 2019 2019 2018 2018 Manufacturing Operations: Cash and cash equivalents………………………………………………………................... $ 1,112 $ 927 $ 1,151 $ 1,261 $ 989 Marketable securities……………………………………………………………....................... 3 23 41 101 95 Manufacturing Cash, Cash equivalents, and Marketable securities............ $ 1,115 $ 950 $ 1,192 $ 1,362 $ 1,084 Financial Services Operations: Cash and cash equivalents………………………………………………………................... $ 48 $ 50 $ 50 $ 59 $ 33 Marketable securities……………………………………………………………....................... - - - - - Financial Services Cash, Cash equivalents, and Marketable securities…… $ 48 $ 50 $ 50 $ 59 $ 33 Consolidated Balance Sheet: Cash and cash equivalents………………………………………………………................... $ 1,160 $ 977 $ 1,201 $ 1,320 $ 1,022 Marketable securities……………………………………………………………....................... 3 23 41 101 95 Consolidated Cash, Cash equivalents, and Marketable securities…………. $ 1,163 $ 1,000 $ 1,242 $ 1,421 $ 1,117 Manufacturing Free Cash Flow reconciliation can be found on page 16 in question 9. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 19

SEC Regulation G Non-GAAP Reconciliations Earnings (loss) before interest, taxes, depreciation, and amortization (“EBITDA”) reconciliation Quarters Ended July 31, ($ in millions) 2019 2018 Net income attributable to NIC............................................................................................ $ 156 $ 170 Plus: Depreciation and amortization expense................................................................. 47 51 Manufacturing interest expense (A)........................................................................... 49 60 Adjusted for: Income tax expense........................................................................................................... (29) (3) EBITDA................................................................................................................................................ $ 281 $ 284 ______________________ (A) 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: Quarters Ended July 31, ($ in millions) 2019 2018 Interest expense.................................................................................................................... $ 76 $ 82 Less: Financial services interest expense.................................................................... 27 22 Manufacturing interest expense..................................................................................... $ 49 $ 60 Quarters Ended July 31, ($ in millions) 2019 2018 EBITDA (reconciled above)................................................................................. $ 281 $ 284 Adjusted for significant items of: Adjustments to pre-existing warranties (A)........................................................................ 5 (4) Asset impairment charges (B).................................................................................................... 3 8 Restructuring of manufacturing operations (C) ............................................................... — 1 MaxxForce Advanced EGR engine lawsuits (D)................................................................ (31) — Gain on sales (E)................................................................................................................................ 3 — Debt refinancing charges (F)...................................................................................................... 6 — Settlement gain (G)......................................................................................................................... (1) (71) Total adjustments.................................................................................................................................. (15) (66) Adjusted EBITDA.................................................................................................. $ 266 $ 218 Adjusted EBITDA margin................................................................................................................... 8.7% 8.4% For more detail on the items noted, please see the footnotes on slide 21. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 20

SEC Regulation G Non-GAAP Reconciliations Adjusted Net income reconciliation Quarters Ended July 31, ($ in millions) 2019 2018 Net Income attributable to NIC................................................................................................. $ 156 $ 170 Adjusted for significant items of:............................................................................................................................................ Adjustments to pre-existing warranties (A)............................................................................................................... 5 (4) Asset impairment charges (B).......................................................................................................................................... 3 8 Restructuring of manufacturing operations (C)....................................................................................................... — 1 Maxxforce Advanced EGR engine lawsuits (D)........................................................................................................ (31) — Gain on sales (E)...................................................................................................................................................................... 3 — Debt refinancing charges (F)............................................................................................................................................. 6 — Settlement gain (G)................................................................................................................................................................ (1) (71) Total adjustments......................................................................................................................................................................... (15) (66) Tax effect (H)................................................................................................................................................................................... 6 (9) Adjusted Net Income attributable to NIC............................................................................... $ 147 $ 95 _____________________ (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 third quarter of 2019, we recorded $3 million of asset impairment charges relating to certain assets under operating leases in our Truck segment. In the third quarter of 2018, we recorded $8 million of asset impairment charges related to the sale of our railcar business in Cherokee, Alabama and certain assets under operating leases in our Truck segment. (C) In the third quarter of 2018, we recorded a charge of $1 million related to adjustments for restructuring in our Truck, Global Operations and Corporate segments. (D) In the third quarter of 2019, we recognized a net benefit of $31 million related to the MaxxForce engine EGR product litigation recorded during the third quarter of 2017. (E) In the third quarter of 2019, we recognized a charge of $3 million in our Truck segment for adjustments to the purchase price of the sale of a majority interest in the Navistar Defense business. (F) In the third quarter of 2019, we recorded a charge of $6 million for the write off of debt issuance costs and discounts associated with NFC Term Loan. (G) In the third quarter of 2019, we recorded interest income of $1 million in Other income, net derived from the prior year settlement of a business economic loss claim relating to our former Alabama engine manufacturing facility in Corporate. (H) Tax effect is calculated by excluding the impact of the non-GAAP adjustments from the interim period tax provision calculations. Q3 2019 Earnings – 9/4/2019 NYSE: NAV 21

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Document and Entity Information Document	Sep. 04, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 04, 2019
Entity Registrant Name	NAVISTAR INTERNATIONAL CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9618
Entity Tax Identification Number	36-3359573
Entity Address, Address Line One	2701 Navistar Drive
Entity Address, City or Town	Lisle
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60532
City Area Code	331
Local Phone Number	332-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000808450
Amendment Flag	false
New York Stock Exchange | Common Stock, par value $0.10
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.10
Trading Symbol	NAV
Security Exchange Name	NYSE
New York Stock Exchange | Cumulative convertible junior preference stock, Series D (par value $1.00)
Entity Information [Line Items]
Title of 12(b) Security	Cumulative convertible junior preference stock, Series D (par value $1.00)
Trading Symbol	NAV-D
Security Exchange Name	NYSE