8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): November 13, 2019

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NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

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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

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

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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 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 November 13, 2019, Navistar International Corporation (the “Company”) issued a press release related to the impact of the United Auto Workers (“UAW”) strike at General Motors Corporation on the Company. The Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

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 November 13, 2019, "Navistar Impacted By UAW's Strike at General Motors"

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: November 13, 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

NAVISTAR IMPACTED BY UAW’S STRIKE AT GENERAL MOTORS

Lost production of 5,000 vehicles adversely impacted the company’s 2019 financial results

LISLE, Ill. - November 13, 2019 - Navistar International Corporation (NYSE: NAV) today announced that the six-week strike of the United Auto Workers (UAW) union at General Motors Corporation (GM) impacted the company’s ability to deliver approximately 5,000 vehicles to customers during the company’s fiscal fourth quarter of 2019. Due to Navistar’s lost production, the company’s 2019 revenue and adjusted EBITDA is expected to be impacted by approximately $140 million and $15 million, respectively.

“We are pleased that we have resumed production at our Springfield, Ohio truck assembly plant last week,” said Walter G. Borst, executive vice president and chief financial officer, Navistar. “However, the shutdown of our Springfield plant affected our workforce and the delivery of certain units to customers. As a result, our 2019 full year revenue and adjusted EBITDA is now expected to be at the low end of our guidance range.”

The UAW’s six-week strike at GM impacted the delivery of certain components to Navistar’s Springfield, Ohio truck assembly plant (Springfield plant) due to production shutdowns at GM facilities and affiliated suppliers. As a result, Navistar halted production at its Springfield plant on September 23, suspending production of GM-branded vehicles, as well as Navistar’s own commercial trucks. On November 4, Navistar resumed production at its Springfield plant. Navistar’s decision to halt production at the Springfield plant impacted approximately 1,500 plant workers and the delivery of approximately 5,000 vehicles to customers. The affected vehicles included the cutaway model of GM’s G Vans, Class 4/5 trucks, and other commercial vehicles.

In late 2018, Navistar and GM signed a long-term agreement to develop and assemble medium-duty, conventional cab Class 4/5 commercial vehicles. The two companies also have an agreement under which Navistar manufactures the cutaway model of GM's G Van.

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.

All marks are trademarks of their respective owners.

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XML

Document and Entity Information Document	Nov. 13, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 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