UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________
Form 10-Q
___________________________________________________
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____.        
   Commission file number 1-9618
___________________________________________________

  NAVISTARLOGO2015A04.JPG
NAVISTAR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________________________
Delaware
36-3359573
(State or other jurisdiction of incorporation or organization)
(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
______________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes   þ     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   þ     No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer
 
þ
  
Accelerated filer
 
o
Non-accelerated filer
 
o
  
Smaller reporting company
 
o
(Do not check if a smaller reporting company)
  
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   o     No   þ
As of August 31, 2016 , the number of shares outstanding of the registrant’s common stock was 81,616,811 , net of treasury shares.
 
 
 
 
 


NAVISTAR INTERNATIONAL CORPORATION FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page
PART I—Financial Information
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
PART II
 
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 
 
 
 
 
 
 

2





Disclosure Regarding 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 Navistar International Corporation assumes no obligation to update the information included in this report.
Such forward-looking statements include, but are not limited to, statements concerning:
•
estimates we have made in preparing our financial statements;
•
the anticipated consummation and implementation of our recently announced strategic alliance with Volkswagen Truck & Bus;
•
our development of new products and technologies;
•
anticipated sales, volume, demand, markets for our products, and financial performance;
•
anticipated performance and benefits of our products and technologies;
•
our business strategies relating to, and our ability to meet, federal and state regulatory heavy-duty diesel emissions standards applicable to certain of our engines, including the timing and costs of compliance and consequences of noncompliance with such standards, as well as our ability to meet other federal, state and foreign regulatory requirements;
•
our business strategies and long-term goals, and activities to accomplish such strategies and goals;
•
our ability to implement our new strategy focused on establishing a leading market position based on uptime advantage and a customer-centric culture, leading with connected vehicle offerings, providing customers with meaningful innovation and tailored solutions, and developing effective leaders at every level, as well as the results we expect to achieve from the implementation of our new strategy;
•
our expectations related to new product launches;
•
anticipated results from the realignment of our leadership and management structure;
•
anticipated benefits from acquisitions, strategic alliances, and joint ventures we complete;
•
our expectations and estimates relating to restructuring activities, including restructuring and integration charges and timing of cash payments related thereto, and operational flexibility, savings, and efficiencies from such restructurings;
•
our expectations relating to the possible effects of anticipated divestitures and closures of businesses;
•
our expectations relating to our cost-reduction actions and actions to reduce discretionary spending;
•
our expectations relating to our ability to service our long-term debt;
•
our expectations relating to our retail finance receivables and retail finance revenues;
•
our expectations and estimates relating to our used truck inventory;
•
our anticipated costs relating to the implementation of our emissions compliance strategy and other product modifications that may be required to meet other federal, state, and foreign regulatory requirements;
•
liabilities resulting from environmental, health and safety laws and regulations;
•
our anticipated capital expenditures;
•
our expectations relating to payments of taxes;
•
our expectations relating to warranty costs;
•
our expectations relating to interest expense;
•
our expectations relating to impairment of goodwill and other assets;
•
costs relating to litigation and similar matters;
•
estimates relating to pension plan contributions and unfunded pension and postretirement benefits;
•
trends relating to commodity prices; and
•
anticipated trends, expectations, and outlook relating to matters affecting our financial condition or results of operations.

3




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. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our results of operations and could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause or contribute to differences in our future financial results include those discussed in Item 1A, Risk Factors, included within our Annual Report on Form 10-K for the year ended October 31, 2015, which was filed on December 17, 2015, as well as those factors discussed elsewhere in this report. 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 herein 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.
Available Information
We are subject to the reporting and information requirements of the Exchange Act and as a result, are obligated to file annual, quarterly, and current reports, proxy statements, and other information with the United States ("U.S.") Securities and Exchange Commission ("SEC") . We make these filings available free of charge on our website (http://www.navistar.com) as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Information on our website does not constitute part of this Quarterly Report on Form 10-Q . In addition, the SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly, and current reports, proxy and information statements, and other information we electronically file with, or furnish to, the SEC. Any materials we file with, or furnish to, the SEC may also be read and/or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

4




PART I—Financial Information
Item 1.
Financial Statements
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)
2016
 
2015
 
2016

2015
Sales and revenues
 
 
 
 
 
 
 
Sales of manufactured products, net
$
2,052

 
$
2,501

 
$
5,946

 
$
7,544

Finance revenues
34

 
37

 
102

 
108

Sales and revenues, net
2,086

 
2,538

 
6,048

 
7,652

Costs and expenses

 

 
 
 
 
Costs of products sold
1,757

 
2,172

 
5,068

 
6,577

Restructuring charges
5

 
13

 
11

 
22

Asset impairment charges
12

 
7

 
17

 
15

Selling, general and administrative expenses
197

 
220

 
604

 
704

Engineering and product development costs
62

 
71

 
181

 
226

Interest expense
84

 
75

 
246

 
227

Other income, net
(15
)
 
(6
)
 
(62
)
 
(37
)
Total costs and expenses
2,102

 
2,552

 
6,065

 
7,734

Equity in income of non-consolidated affiliates
2

 
3

 
3

 
6

Loss from continuing operations before income taxes
(14
)
 
(11
)
 
(14
)
 
(76
)
Income tax expense
(14
)
 
(12
)
 
(25
)
 
(37
)
Loss from continuing operations
(28
)
 
(23
)
 
(39
)
 
(113
)
Income from discontinued operations, net of tax
—

 
2

 
—

 
2

Net loss
(28
)
 
(21
)
 
(39
)

(111
)
Less: Net income attributable to non-controlling interests
6

 
7

 
24

 
23

Net loss attributable to Navistar International Corporation
$
(34
)
 
$
(28
)
 
$
(63
)
 
$
(134
)
 
 
 
 
 
 
 

Amounts attributable to Navistar International Corporation common shareholders:
 
 
 
 
 
 


Loss from continuing operations, net of tax
$
(34
)
 
$
(30
)
 
$
(63
)
 
$
(136
)
Income from discontinued operations, net of tax
—

 
2

 
—

 
2

Net loss
$
(34
)
 
$
(28
)
 
$
(63
)
 
$
(134
)
 
 
 
 
 
 
 
 
Earnings (loss) per share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
(0.42
)
 
$
(0.37
)
 
$
(0.77
)
 
$
(1.67
)
Discontinued operations
—

 
0.03

 
—

 
0.03

 
$
(0.42
)
 
$
(0.34
)
 
$
(0.77
)
 
$
(1.64
)
 
 
 
 
 


 
 
Diluted:
 
 
 
 


 
 
Continuing operations
$
(0.42
)
 
$
(0.37
)
 
$
(0.77
)
 
$
(1.67
)
Discontinued operations
—

 
0.03

 
—

 
0.03

 
$
(0.42
)
 
$
(0.34
)
 
$
(0.77
)
 
$
(1.64
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
81.7

 
81.6

 
81.7

 
81.5

Diluted
81.7

 
81.6

 
81.7

 
81.5


See Notes to Consolidated Financial Statements
5


Navistar International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)  
(Unaudited)
(in millions)
Three Months Ended July 31,
 
Nine Months Ended July 31,
2016

2015
 
2016
 
2015
Net loss
$
(28
)
 
$
(21
)
 
$
(39
)
 
$
(111
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustment
(10
)
 
(47
)
 
7

 
(133
)
Defined benefit plans (net of tax)
34

 
33

 
82

 
98

Total other comprehensive income (loss)
24

 
(14
)
 
89

 
(35
)
Comprehensive income (loss)
(4
)
 
(35
)
 
50

 
(146
)
Less: Net income attributable to non-controlling interests
6

 
7

 
24

 
23

Total comprehensive income (loss) attributable to Navistar International Corporation
$
(10
)
 
$
(42
)
 
$
26

 
$
(169
)

See Notes to Consolidated Financial Statements
6


Navistar International Corporation and Subsidiaries
Consolidated Balance Sheets
 
July 31,
2016
 
October 31,
2015
(in millions, except per share data)
 
 
 
ASSETS
(Unaudited)
 
 
Current assets
 
 
 
Cash and cash equivalents
$
547

 
$
912

Restricted cash and cash equivalents
115

 
—

Marketable securities
140

 
159

Trade and other receivables, net
301

 
429

Finance receivables, net
1,410

 
1,779

Inventories, net
1,084

 
1,135

Deferred taxes, net
—

 
36

Other current assets
175

 
172

Total current assets
3,772

 
4,622

Restricted cash
66

 
121

Trade and other receivables, net
16

 
13

Finance receivables, net
203

 
216

Investments in non-consolidated affiliates
60

 
66

Property and equipment (net of accumulated depreciation and amortization of $2,591 and $2,546, respectively)
1,257

 
1,345

Goodwill
38

 
38

Intangible assets (net of accumulated amortization of $133 and $120, respectively)
56

 
57

Deferred taxes, net
153

 
128

Other noncurrent assets
98

 
86

Total assets
$
5,719

 
$
6,692

LIABILITIES and STOCKHOLDERS’ DEFICIT
 
 
 
Liabilities
 
 
 
Current liabilities
 
 
 
Notes payable and current maturities of long-term debt
$
1,389

 
$
1,110

Accounts payable
1,003

 
1,301

Other current liabilities
1,141

 
1,377

Total current liabilities
3,533

 
3,788

Long-term debt
3,676

 
4,188

Postretirement benefits liabilities
2,907

 
2,995

Deferred taxes, net
—

 
14

Other noncurrent liabilities
737

 
867

Total liabilities
10,853

 
11,852

Stockholders’ deficit
 
 
 
Series D convertible junior preference stock
2

 
2

Common stock, $0.10 par value per share (86.8 shares issued and 220 shares authorized at both dates)
9

 
9

Additional paid-in capital
2,499

 
2,499

Accumulated deficit
(4,929
)
 
(4,866
)
Accumulated other comprehensive loss
(2,512
)
 
(2,601
)
Common stock held in treasury, at cost (5.2 and 5.3 shares, respectively)
(206
)
 
(210
)
Total stockholders’ deficit attributable to Navistar International Corporation
(5,137
)
 
(5,167
)
Stockholders’ equity attributable to non-controlling interests
3

 
7

Total stockholders’ deficit
(5,134
)
 
(5,160
)
Total liabilities and stockholders’ deficit
$
5,719

 
$
6,692


See Notes to Consolidated Financial Statements
7


Navistar International Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended July 31,
(in millions)
2016
 
2015
Cash flows from operating activities
 
 
 
Net loss
$
(39
)
 
$
(111
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
Depreciation and amortization
111

 
165

Depreciation of equipment leased to others
53

 
56

Deferred taxes, including change in valuation allowance
—

 
(9
)
Asset impairment charges
17

 
15

Loss on sales of investments and businesses, net
2

 
—

Amortization of debt issuance costs and discount
27

 
28

Stock-based compensation
9

 
8

Provision for doubtful accounts, net of recoveries
9

 
(6
)
Equity in income of non-consolidated affiliates, net of dividends
5

 
2

Other non-cash operating activities
(12
)
 
(28
)
Changes in other assets and liabilities, exclusive of the effects of businesses disposed
(196
)
 
(134
)
Net cash used in operating activities
(14
)
 
(14
)
Cash flows from investing activities
 
 
 
Purchases of marketable securities
(378
)
 
(515
)
Sales of marketable securities
358

 
764

Maturities of marketable securities
39

 
63

Net change in restricted cash and cash equivalents
(64
)
 
(192
)
Capital expenditures
(83
)
 
(72
)
Purchases of equipment leased to others
(94
)
 
(58
)
Proceeds from sales of property and equipment
20

 
12

Investments in non-consolidated affiliates
(1
)
 
—

Proceeds from sales of affiliates
36

 
7

Acquisition of intangibles
—

 
(4
)
Net cash provided by (used in) investing activities
(167
)
 
5

Cash flows from financing activities
 
 
 
Proceeds from issuance of securitized debt
72

 
490

Principal payments on securitized debt
(69
)
 
(247
)
Net change in secured revolving credit facilities
26

 
(9
)
Proceeds from issuance of non-securitized debt
163

 
166

Principal payments on non-securitized debt
(235
)
 
(234
)
Net change in notes and debt outstanding under revolving credit facilities
(151
)
 
(41
)
Principal payments under financing arrangements and capital lease obligations
(1
)
 
(2
)
Debt issuance costs
(12
)
 
(10
)
Proceeds from financed lease obligations
17

 
26

Proceeds from exercise of stock options
—

 
1

Dividends paid by subsidiaries to non-controlling interest
(28
)
 
(27
)
Other financing activities
1

 
(27
)
Net cash provided by (used in) financing activities
(217
)
 
86

Effect of exchange rate changes on cash and cash equivalents
33

 
(27
)
Increase (decrease) in cash and cash equivalents
(365
)
 
50

Cash and cash equivalents at beginning of the period
912

 
497

Cash and cash equivalents at end of the period
$
547

 
$
547


See Notes to Consolidated Financial Statements
8


Navistar International Corporation and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
(Unaudited)
(in millions)
Series D
Convertible
Junior
Preference
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Common
Stock
Held in
Treasury,
at cost
 
Stockholders'
Equity
Attributable
to Non-controlling
Interests
 
Total
Balance as of October 31, 2015
$
2

 
$
9

 
$
2,499

 
$
(4,866
)
 
$
(2,601
)
 
$
(210
)
 
$
7

 
$
(5,160
)
Net income (loss)
—

 
—

 
—

 
(63
)
 
—

 
—

 
24

 
(39
)
Total other comprehensive income
—

 
—

 
—

 
—

 
89

 
—

 
—

 
89

Stock-based compensation
—

 
—

 
3

 
—

 
—

 
—

 
—

 
3

Stock ownership programs
—

 
—

 
(4
)
 
—

 
—

 
4

 
—

 
—

Cash dividends paid to non-controlling interest
—

 
—

 
—

 
—

 
—

 
—

 
(28
)
 
(28
)
Acquisition of remaining ownership interest from non-controlling interest holder
—

 
—

 
1

 
—

 
—

 
—

 
—

 
1

Balance as of July 31, 2016
$
2

 
$
9

 
$
2,499

 
$
(4,929
)
 
$
(2,512
)
 
$
(206
)
 
$
3

 
$
(5,134
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of October 31, 2014
$
3

 
$
9

 
$
2,500

 
$
(4,682
)
 
$
(2,263
)
 
$
(221
)
 
$
34

 
$
(4,620
)
Net income (loss)
—

 
—

 
—

 
(134
)
 
—

 
—

 
23

 
(111
)
Total other comprehensive loss
—

 
—

 
—

 
—

 
(35
)
 
—

 
—

 
(35
)
Transfer from redeemable equity securities upon exercise or expiration of stock options
—

 
—

 
1

 
—

 
—

 
—

 
—

 
1

Stock-based compensation
—

 
—

 
9

 
—

 
—

 
—

 
—

 
9

Stock ownership programs
—

 
—

 
(9
)
 
—

 
—

 
9

 
—

 
—

Cash dividends paid to non-controlling interest
—

 
—

 
—

 
—

 
—

 
—

 
(27
)
 
(27
)
Acquisition of remaining ownership interest from non-controlling interest holder
—

 
—

 
(4
)
 
—

 
—

 
—

 
(23
)
 
(27
)
Balance as of July 31, 2015
$
3

 
$
9

 
$
2,497

 
$
(4,816
)
 
$
(2,298
)
 
$
(212
)
 
$
7

 
$
(4,810
)

See Notes to Consolidated Financial Statements
9


Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. Summary of Significant Accounting Policies
Organization and Description of the Business
Navistar International Corporation ("NIC"), incorporated under the laws of the State of Delaware in 1993 , is a holding company whose principal operating entities are Navistar, Inc. and Navistar Financial Corporation ("NFC"). References herein to the "Company," "we," "our," or "us" refer collectively to NIC and its consolidated subsidiaries, including certain variable interest entities ("VIEs") of which we are the primary beneficiary. We operate in four principal industry segments: Truck, Parts, Global Operations (collectively called "Manufacturing operations"), and Financial Services, which consists of NFC and our foreign finance operations (collectively called "Financial Services operations"). These segments are discussed in Note 12, Segment Reporting .
Our fiscal year ends on October 31. As such, all references to 2016 and 2015 contained within this Quarterly Report on Form 10-Q relate to the fiscal year, unless otherwise indicated.
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements include the assets, liabilities, and results of operations of our Manufacturing operations, which include majority-owned dealers ("Dealcors"), and our Financial Services operations, including VIEs of which we are the primary beneficiary. The effects of transactions among consolidated entities have been eliminated to arrive at the consolidated amounts.
We prepared the accompanying unaudited consolidated financial statements in accordance with United States ("U.S.") generally accepted accounting principles ("U.S. GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by U.S. GAAP for comprehensive annual financial statements.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting policies described in our Annual Report on Form 10-K for the year ended October 31, 2015 , which should be read in conjunction with the disclosures therein. In our opinion, these interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial condition, results of operations, and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of annual operating results.
Variable Interest Entities
We have an interest in several VIEs, primarily joint ventures, established to manufacture or distribute products and enhance our operational capabilities. We have determined for certain of our VIEs that we are the primary beneficiary because we have the power to direct the activities of the VIE that most significantly impact its economic performance and we have the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Accordingly, we include in our consolidated financial statements the assets and liabilities and results of operations of those entities, even though we may not own a majority voting interest. The liabilities recognized as a result of consolidating these VIEs do not represent additional claims on our general assets; rather they represent claims against the specific assets of these VIEs. Assets of these entities are not readily available to satisfy claims against our general assets.
We are the primary beneficiary of our Blue Diamond Parts ("BDP") joint venture with Ford Motor Company ("Ford"). As a result, our Consolidated Balance Sheets include assets of $40 million and $50 million and liabilities of $12 million and $7 million as of July 31, 2016 and October 31, 2015 , respectively, including $3 million and $7 million of cash and cash equivalents, at the respective dates, which are not readily available to satisfy claims against our general assets. The creditors of BDP do not have recourse to our general credit.
On May 29, 2015, we acquired Ford's remaining 25% ownership in our Blue Diamond Truck ("BDT") joint venture for $27 million . The acquisition of Ford's remaining ownership of the BDT joint venture did not have a material impact on our consolidated net loss for the three or nine months ended July 31, 2015.

10



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Our Financial Services segment consolidates several VIEs. As a result, our Consolidated Balance Sheets include secured assets of $1.0 billion and $1.1 billion as of July 31, 2016 and October 31, 2015 , respectively, and liabilities of $850 million and $844 million as of July 31, 2016 and October 31, 2015 , respectively, all of which are involved in securitizations that are treated as asset-backed debt. In addition, our Consolidated Balance Sheets include secured assets of $178 million and $235 million as of July 31, 2016 and October 31, 2015 , respectively, and corresponding liabilities of $118 million and $107 million , at the respective dates, which are related to other secured transactions that do not qualify for sale accounting treatment, and therefore, are treated as borrowings secured by operating and finance leases. Investors that hold securitization debt have a priority claim on the cash flows generated by their respective securitized assets to the extent that the related VIEs are required to make principal and interest payments. Investors in securitizations of these entities have no recourse to our general credit.
We also have an interest in other VIEs, which we do not consolidate because we are not the primary beneficiary. Our financial support and maximum loss exposure relating to these non-consolidated VIEs are not material to our financial condition, results of operations, or cash flows.
We use the equity method to account for our investments in entities that we do not control under the voting interest or variable interest models, but where we have the ability to exercise significant influence over operating and financial policies. Equity in income of non-consolidated affiliates includes our share of the net income of these entities.
Product Warranty Liability
The following table presents accrued product warranty and deferred warranty revenue activity:
 
Nine Months Ended July 31,
(in millions)
2016
 
2015
Balance at beginning of period
$
994

 
$
1,197

Costs accrued and revenues deferred (B)
141

 
208

Currency translation adjustment
2

 
(7
)
Adjustments to pre-existing warranties (A)
70

 
(38
)
Payments and revenues recognized (B)
(339
)
 
(344
)
Balance at end of period
868

 
1,016

Less: Current portion
423

 
466

Noncurrent accrued product warranty and deferred warranty revenue
$
445

 
$
550

_________________________
(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.
In the second quarter of 2016, we recorded a charge for adjustments to pre-existing warranties of $46 million or $0.56 per diluted share. The charge primarily relates to increases in both claim frequency and cost of repair across both the Medium Duty and Big Bore engine families. The charge increases the reserve for our standard warranty obligations as well as the loss positions related to our Big Bore extended service contracts.
Adjustments to pre-existing warranties in the three and nine months ended July 31, 2015 include a benefit of $2 million related to our Workhorse Custom Chassis operations, which are reported in Discontinued Operations in our Consolidated Statements of Operations. In the first quarter of 2015, we recorded a benefit for adjustments to pre-existing warranties of $57 million or $0.70 per diluted share. The impact of income taxes on the 2016 and 2015 adjustments are not material due to our deferred tax valuation allowances on our U.S. deferred tax assets.
(B)
During the third quarter of 2016, we determined that the amortization of loss reserves for Big Bore extended service contracts, which were included within Costs accrued and revenues deferred, should be applied to Payments and revenues recognized . As a result, for the nine months ended July 31, 2015, we have reclassified  $31 million of amortization of loss reserves in order to conform to our current presentation. The reclassification did not impact our Consolidated Statements of Operations or our Consolidated Balance Sheets .
Extended Warranty Programs
The amount of deferred revenue related to extended warranty programs was $345 million and $401 million at July 31, 2016 and October 31, 2015 , respectively. Revenue recognized under our extended warranty programs was $37 million and $113 million , in the three and nine months ended July 31, 2016 , respectively, and $40 million and $115 million for the three and nine months ended July 31, 2015 , respectively.

11



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to, pension and other postretirement benefits, allowance for doubtful accounts, income tax contingency accruals and valuation allowances, product warranty accruals, used truck inventory valuations, asbestos and other product liability accruals, asset impairment charges, restructuring charges and litigation-related accruals. Actual results could differ from our estimates.
Concentration Risks
Our financial condition, results of operations, and cash flows are subject to concentration risks related to our significant unionized workforce. As of July 31, 2016 , approximately 5,400 , or 82% , of our hourly workers and approximately 300 , or 6% , of our salaried workers, are represented by labor unions and are covered by collective bargaining agreements. Our future operations may be affected by changes in governmental procurement policies, budget considerations, changing national defense requirements, and political, regulatory and economic developments in the U.S. and certain foreign countries (primarily Canada, Mexico, and Brazil).
Indefinite-Lived Intangible Assets
An intangible asset determined to have an indefinite useful life is not amortized until its useful life is determined to no longer be indefinite. Indefinite-lived intangible assets are evaluated each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Significant judgment is applied when evaluating if an intangible asset has a finite useful life. In addition, for indefinite-lived intangible assets, significant judgment is applied in testing for impairment. This judgment includes developing cash flow projections, selecting appropriate discount rates, identifying relevant market comparables, and incorporating general economic and market conditions.
During the third quarter of 2015, the economic downturn in Brazil resulted in the continued decline in actual and forecasted results for the Brazilian engine reporting unit with an indefinite-lived intangible asset, a trademark, of $24 million . As a result, we performed an impairment analysis in the third quarter of 2015 utilizing the income approach, based on discounted cash flows, which are derived from internal forecasts and economic expectations. It was determined that the carrying value of the trademark exceeded its fair value. As a result, we determined that the trademark was impaired and recognized an impairment charge of $3 million . In the third quarter of 2016, we recognized an additional impairment charge of $1 million related to this trademark. The non-cash impairment charges were included in Asset impairment charges in our Consolidated Statements of Operations. The Brazilian engine reporting unit is included in the Global Operations segment.
Inventories
Inventories are valued at the lower of cost or market. Our gross used truck inventory increased to approximately $430 million at July 31, 2016 from $390 million at October 31, 2015 , offset by reserves of $166 million and $110 million , respectively. During the nine months ended July 31, 2016 , additional reserves of $56 million were recorded primarily in Costs of products sold .
In valuing our used truck inventory, we are required to make assumptions regarding the level of reserves required to value inventories at their net realizable value ("NRV"). Our judgments and estimates for used truck inventory are based on an analysis of current and forecasted sales prices, aging of and demand for used trucks, and the mix of sales through various market channels. The NRV is subject to change based on numerous conditions, including age, specifications, mileage, timing of sales, market mix and current and forecasted pricing. While calculations are made after taking these factors into account, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence our judgment and related estimates include general economic conditions in markets where our products are sold, actions of our competitors, and the ability to sell used trucks in a timely manner.
Recently Adopted Accounting Standards
In the nine months ended July 31, 2016 , we have not adopted any new accounting guidance that has had a material impact on our consolidated financial statements.

12



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which supersedes the revenue recognition requirements in ASC 605, "Revenue Recognition." This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which postponed the effective date of ASU No. 2014-09 to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted on the original effective date for fiscal years beginning after December 15, 2016. Our effective date for this ASU is November 1, 2018. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842). This ASU requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. The accounting by lessors will remain largely unchanged. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Our effective date for this ASU is November 1, 2019. Adoption will require a modified retrospective transition. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (Topic 326). The ASU sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Our effective date is November 1, 2020. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.
2. Restructurings and Impairments
Restructuring charges are recorded based on restructuring plans that have been committed to by management and are, in part, based upon management's best estimates of future events. Changes to the estimates may require future adjustments to the restructuring liabilities.
Restructuring Liability
The following tables summarize the activity in the restructuring liability, which includes amounts related to discontinued operations and excludes pension and other postretirement contractual termination benefits:
(in millions)
Balance at October 31, 2015
 
Additions
 
Payments
 
Adjustments
 
Balance at July 31, 2016
Employee termination charges
$
62

 
$
4

 
$
(58
)
 
$
2

 
$
10

Lease vacancy
5

 
—

 
(4
)
 
—

 
1

Other
1

 
—

 
—

 
—

 
1

Restructuring liability
$
68

 
$
4

 
$
(62
)
 
$
2

 
$
12

(in millions)
Balance at
October 31, 2014
 
Additions
 
Payments
 
Adjustments
 
Balance at July 31, 2015
Employee termination charges
$
8

 
$
17

 
$
(7
)
 
$
(2
)
 
$
16

Lease vacancy
11

 
—

 
(6
)
 
—

 
5

Other
1

 
2

 
(2
)
 
—

 
1

Restructuring liability
$
20

 
$
19

 
$
(15
)
 
$
(2
)
 
$
22


13



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


North American Manufacturing Restructuring Activities
We continue to focus on our core Truck and Parts businesses and evaluate our portfolio of assets to validate their strategic and financial fit. This allows us to close or divest non-strategic businesses, and identify opportunities to restructure our business and rationalize our Manufacturing operations in an effort to optimize our cost structure. For those areas that fall outside our strategic businesses, we are evaluating alternatives which could result in additional restructuring and other related charges in the future, including but not limited to: (i) impairments, (ii) costs for employee and contractor termination and other related benefits, and (iii) charges for pension and other postretirement contractual benefits and curtailments. These charges could be significant.
Chatham restructuring activities
In the third quarter of 2011, we committed to close our Chatham, Ontario heavy truck plant, which had been idled since June 2009. At that time, we recognized curtailment and contractual termination charges related to postretirement plans. Based on a ruling regarding pension benefits received from the Financial Services Tribunal in Ontario, Canada, in the third quarter of 2014, we recognized additional charges of $14 million related to the 2011 closure of the Chatham, Ontario plant. We appealed this ruling, but it was upheld in a July 3, 2015 decision issued by the Divisional Court of Ontario. On July 23, 2015, we filed a notice of motion for leave to appeal to the Court of Appeal for Ontario, which was perfected on August 25, 2015 through an additional filing. On December 21, 2015, the Ontario Court of Appeal denied the motion for leave to appeal. On April 25, 2016, we filed a qualified partial wind-up report for approval by the Financial Services Commission of Ontario. Potential charges in future periods could range from $0 million to $60 million , primarily related to pension, postretirement costs and termination benefits, which are subject to governmental approval, employee negotiation, acceptance rates and the resolution of disputes related thereto. In addition, we are continuing to evaluate the impact of the ruling on prior plan administration practices, and, as a result, we have recognized $5 million of charges in the third quarter of 2016. We do not expect material future charges.
Foundry Facilities
In December 2014, we announced the closure of our Indianapolis, Indiana foundry facility; on June 30, 2015, we closed this facility; and on August 19, 2016, we sold this facility. In addition, on April 30, 2015, we sold our Waukesha, Wisconsin foundry operations. As a result of these actions, the Truck segment recognized charges of $3 million and $28 million in the three and nine months ended July 31, 2015, respectively, for the acceleration of depreciation of certain assets related to foundry and engine facilities. These charges are reported within Costs of products sold in our Consolidated Statements of Operations.
Cost-Reductions and Other Strategic Initiatives
From time to time, we have announced, and we may continue to announce, actions to control spending across the Company with targeted reductions of certain costs. We are focused on continued reductions in discretionary spending, including reductions resulting from efficiencies, and prioritizing or eliminating certain programs or projects.
In the third quarter of 2015, we initiated new cost-reduction actions, including a reduction-in-force in the U.S. and Brazil. As a result of these actions, we recognized restructuring charges of $13 million in personnel costs for employee termination and related benefits, which will primarily be paid throughout 2016.
Asset Impairments
The following table reconciles our Asset impairment charges in our Consolidated Statements of Operations:
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
2016
 
2015
 
2016
 
2015
Intangible asset impairment charge
$
1

 
$
3

 
$
1

 
$
3

Other asset impairment charges related to continuing operations
11

 
4

 
16

 
12

Total asset impairment charges
$
12

 
$
7

 
$
17

 
$
15

As a result of the economic downturn in Brazil causing declines in actual and forecasted results, we tested the indefinite-lived intangible asset of our Brazilian engine reporting unit for potential impairment. As a result, in the third quarters of 2016 and 2015, we determined that the trademark asset carrying value was impaired, resulting in charges of $1 million and $3 million , respectively. For more information, see Note 1, Summary of Significant Accounting Policies.
In the nine months ended July 31, 2016 , we recorded $3 million of asset impairment charges in the Truck segment related to the sale of Pure Power Technologies, a components business focused on air and fuel systems, in February 2016.

14



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


In the third quarters of 2016 and 2015, we concluded we had triggering events related to certain long-lived assets in the Truck segment. As a result, certain long-lived assets were determined to be impaired, resulting in a charges of $11 million and $3 million , respectively. Additionally, in the first quarter of 2015, we concluded that we had a triggering event related to certain operating leases. As a result, the Truck segment recorded $7 million of asset impairment charges.
All of these charges are recognized in Asset impairment charges in our Consolidated Statements of Operations.
3. Finance Receivables
Finance receivables are receivables of our Financial Services operations. Finance receivables generally consist of wholesale notes and accounts, as well as retail notes, finance leases and accounts. Total finance receivables reported on the Consolidated Balance Sheets are net of an allowance for doubtful accounts. Total assets of our Financial Services operations net of intercompany balances are $2.1 billion and $2.5 billion as of July 31, 2016 and October 31, 2015 , respectively. Included in total assets of our Financial Services operations are finance receivables of $1.6 billion and $2.0 billion as of July 31, 2016 and October 31, 2015 , respectively. We have two portfolio segments of finance receivables that we distinguish based on the type of customer and nature of the financing inherent to each portfolio. The retail portfolio segment represents loans or leases to end-users for the purchase or lease of vehicles. The wholesale portfolio segment represents loans to dealers to finance their inventory.
Our Finance receivables, net in our Consolidated Balance Sheets consist of the following:
(in millions)
July 31, 2016
 
October 31, 2015
Retail portfolio
$
406

 
$
554

Wholesale portfolio
1,228

 
1,467

Total finance receivables
1,634

 
2,021

Less: Allowance for doubtful accounts
21

 
26

Total finance receivables, net
1,613

 
1,995

Less: Current portion, net (A)
1,410

 
1,779

Noncurrent portion, net
$
203

 
$
216

_________________________
(A)
The current portion of finance receivables is computed based on contractual maturities. Actual cash collections typically vary from the contractual cash flows because of prepayments, extensions, delinquencies, credit losses, and renewals.
Securitizations
Our Financial Services operations transfer wholesale notes, retail accounts receivable, retail notes, finance leases, and operating leases to special purpose entities ("SPEs"), which generally are only permitted to purchase these assets, issue asset-backed securities, and make payments on the securities issued. In addition to servicing receivables, our continued involvement in the SPEs may include an economic interest in the transferred receivables and, in some cases, managing exposure to interest rate changes on the securities using interest rate swaps or interest rate caps. There were no transfers of finance receivables that qualified for sale accounting treatment as of July 31, 2016 and October 31, 2015 , and as a result, the transferred finance receivables are included in our Consolidated Balance Sheets and the related interest earned is included in Finance revenues .
We transfer eligible finance receivables into retail note owner trusts or wholesale note owner trusts in order to issue asset-backed securities. These trusts are VIEs of which we are determined to be the primary beneficiary and, therefore, the assets and liabilities of the trusts are included in our Consolidated Balance Sheets . The outstanding balance of finance receivables transferred into these VIEs was $917 million and $1.0 billion as of July 31, 2016 and October 31, 2015 , respectively. Other finance receivables related to secured transactions that do not qualify for sale accounting treatment were $54 million and $96 million as of July 31, 2016 and October 31, 2015 , respectively. For more information on assets and liabilities of consolidated VIEs and other securitizations accounted for as secured borrowings by our Financial Services segment, see Note 1, Summary of Significant Accounting Policies.

15



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Finance Revenues
The following table presents the components of our Finance revenues in our Consolidated Statements of Operations :
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
2016

2015
 
2016
 
2015
Retail notes and finance leases revenue
$
9

 
$
12

 
$
28

 
$
37

Wholesale notes interest
29

 
27

 
81

 
75

Operating lease revenue
17

 
16

 
49

 
46

Retail and wholesale accounts interest
5

 
8

 
19

 
25

Gross finance revenues
60

 
63

 
177

 
183

Less: Intercompany revenues
(26
)
 
(26
)
 
(75
)
 
(75
)
Finance revenues
$
34

 
$
37

 
$
102

 
$
108

4. Allowance for Doubtful Accounts
Our two finance receivables portfolio segments, retail and wholesale, each consist of one class of receivable based on: (i) initial measurement attributes of the receivables, and (ii) the assessment and monitoring of risk and performance of the receivables. For more information, see Note 3, Finance Receivables .
The following tables present the activity related to our allowance for doubtful accounts for our retail portfolio segment, wholesale portfolio segment, and trade and other receivables:
 
Three Months Ended July 31, 2016
 
Three Months Ended July 31, 2015
(in millions)
Retail
Portfolio
 
Wholesale
Portfolio
 
Trade and
Other
Receivables
 
Total
 
Retail
Portfolio
 
Wholesale
Portfolio
 
Trade and
Other
Receivables
 
Total
Allowance for doubtful accounts, at beginning of period
$
21

 
$
4

 
$
26

 
$
51

 
$
25

 
$
3

 
$
30

 
$
58

Provision for doubtful accounts, net of recoveries
2

 
(1
)
 
—

 
1

 
2

 
—

 
—

 
2

Charge-off of accounts
(3
)
 
—

 
(1
)
 
(4
)
 
—

 
—

 
(1
)
 
(1
)
Other (A)
(2
)
 
—

 
2

 
—

 
(2
)
 
—

 
(3
)
 
(5
)
Allowance for doubtful accounts, at end of period
$
18

 
$
3

 
$
27

 
$
48

 
$
25

 
$
3

 
$
26

 
$
54

 
Nine Months Ended July 31, 2016
 
Nine Months Ended July 31, 2015
(in millions)
Retail
Portfolio
 
Wholesale
Portfolio
 
Trade and
Other
Receivables
 
Total
 
Retail
Portfolio
 
Wholesale
Portfolio
 
Trade and
Other
Receivables
 
Total
Allowance for doubtful accounts, at beginning of period
$
22

 
$
4

 
$
22

 
$
48

 
$
24

 
$
3

 
$
38

 
$
65

Provision for doubtful accounts, net of recoveries
5

 
(1
)
 
4

 
8

 
7

 
—

 
—

 
7

Charge-off of accounts
(7
)
 
—

 
(2
)
 
(9
)
 
(1
)
 
—

 
(4
)
 
(5
)
Other (A)
(2
)
 
—

 
3

 
1

 
(5
)
 
—

 
(8
)
 
(13
)
Allowance for doubtful accounts, at end of period
$
18

 
$
3

 
$
27

 
$
48

 
$
25

 
$
3

 
$
26

 
$
54

_________________________
(A)
Amounts include impact from currency translation.
The accrual of interest income is discontinued on certain impaired finance receivables. Impaired finance receivables include accounts with specific loss reserves and certain accounts that are on non-accrual status. In certain cases, we continue to collect payments on our impaired finance receivables.

16



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The following table presents information regarding impaired finance receivables:
 
July 31, 2016
 
October 31, 2015
(in millions)
Retail
Portfolio
 
Wholesale
Portfolio
 
Total
 
Retail
Portfolio
 
Wholesale
Portfolio
 
Total
Impaired finance receivables with specific loss reserves
$
18

 
$
—

 
$
18

 
$
21

 
$
—

 
$
21

Impaired finance receivables without specific loss reserves
—

 
—

 
—

 
—

 
—

 
—

Specific loss reserves on impaired finance receivables
9

 
—

 
9

 
9

 
—

 
9

Finance receivables on non-accrual status
18

 
—

 
18

 
21

 
—

 
21

The average balances of the impaired finance receivables in the retail portfolio were $18 million and $21 million during the nine months ended July 31, 2016 and 2015 , respectively.
We use the aging of our receivables as well as other inputs when assessing credit quality. The following table presents the aging analysis for finance receivables:
 
July 31, 2016
 
October 31, 2015
(in millions)
Retail
Portfolio
 
Wholesale
Portfolio
 
Total
 
Retail
Portfolio
 
Wholesale
Portfolio
 
Total
Current, and up to 30 days past due
$
356

 
$
1,226

 
$
1,582

 
$
486

 
$
1,461

 
$
1,947

30-90 days past due
34

 
1

 
35

 
48

 
4

 
52

Over 90 days past due
16

 
1

 
17

 
20

 
2

 
22

Total finance receivables
$
406

 
$
1,228

 
$
1,634

 
$
554

 
$
1,467

 
$
2,021

5. Inventories
The following table presents the components of Inventories in our Consolidated Balance Sheets :
(in millions)
July 31,
2016
 
October 31,
2015
Finished products
$
809

 
$
837

Work in process
31

 
34

Raw materials
244

 
264

Total inventories, net
$
1,084

 
$
1,135


17



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


6. Debt
The following tables present the components of Notes payable and current maturities of long-term debt and Long-term debt in our Consolidated Balance Sheets :
(in millions)
July 31, 2016

October 31, 2015
Manufacturing operations
 
 
 
Senior Secured Term Loan Credit Facility, as amended, due 2020, net of unamortized discount of $14 and $17, respectively
$
1,020

 
$
1,023

8.25% Senior Notes, due 2022, net of unamortized discount of $16 and $18, respectively
1,184

 
1,182

4.50% Senior Subordinated Convertible Notes, due 2018, net of unamortized discount of $11 and $14, respectively
189

 
186

4.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $26 and $32, respectively
385

 
379

Debt of majority-owned dealerships
13

 
28

Financing arrangements and capital lease obligations
44

 
49

Loan Agreement related to 6.5% Tax Exempt Bonds, due 2040
225

 
225

Financed lease obligations
61

 
111

Other
10

 
15

Total Manufacturing operations debt
3,131

 
3,198

Less: Current portion
67

 
103

Net long-term Manufacturing operations debt
$
3,064

 
$
3,095

(in millions)
July 31, 2016
 
October 31, 2015
Financial Services operations
 
 
 
Asset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through 2021
$
867

 
$
870

Bank credit facilities, at fixed and variable rates, due dates from 2016 through 2021
874

 
1,063

Commercial paper, at variable rates, program matures in 2017
93

 
86

Borrowings secured by operating and finance leases, at various rates, due serially through 2021
100

 
81

Total Financial Services operations debt
1,934

 
2,100

Less: Current portion
1,322

 
1,007

Net long-term Financial Services operations debt
$
612

 
$
1,093

Financial Services Operations
Asset-backed Debt
In April 2016, Truck Retail Accounts Corporation ("TRAC"), one of our consolidated SPEs, renewed its $100 million revolving facility for one year, to April 2017. Borrowings under this facility are secured by eligible retail accounts receivable.
In February 2016, the maximum capacity of NFC’s wholesale variable funding notes ("VFN") facility was increased from $375 million to $500 million . The VFN facility is secured by assets of the wholesale note owner trust. In May 2016, the maturity date of the VFN facility was extended from October 2016 to May 2017.

18



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Bank Credit Facilities
In May 2016, NFC amended and extended its 2011 bank credit facility which was originally due in December 2016. The 2016 amendment extends the maturity date to June 2018 and initially reduced the revolving portion of the facility from $500 million to $400 million . The revolving portion will be further reduced to $275 million effective in December 2016. The borrowings on the revolving portion of the facility totaled $300 million as of July 31, 2016. The amendment also provides for a reduction in the term loan facility to $82 million , effective in December 2016, at which time the quarterly principal payments are reduced from $9 million to $2 million . The balance of the term loan facility was $221 million as of July 31, 2016. The amendment allows NFC to increase revolving or term loan commitments, subject to obtaining commitments from existing or new lenders to provide additional or increased revolving commitments and/or additional term loans, to permit a maximum total facility size of $700 million after giving effect to any such increase and without taking into account the non-extended loans and commitments.
In the three and nine months ended July 31, 2016 , NFC paid $50 million and $80 million , respectively, in cash dividends to Navistar, Inc. Dividends are subject to the restricted payment covenants set forth in the NFC bank credit facility.
7. Postretirement Benefits
Defined Benefit Plans
We provide postretirement benefits to a substantial portion of our employees and retirees. Costs associated with postretirement benefits include pension and postretirement health care expenses for employees, retirees, surviving spouses and dependents.
Generally, the pension plans are non-contributory. Our policy is to fund the pension plans in accordance with applicable U.S. and Canadian government regulations and to make additional contributions from time to time. For the three and nine months ended July 31, 2016 , we contributed $20 million and $60 million , respectively, and for the three and nine months ended July 31, 2015 , we contributed $11 million and $73 million , respectively, to our pension plans to meet regulatory funding requirements. We expect to contribute approximately $40 million to our pension plans during the remainder of 2016 .
We primarily fund other post-employment benefit ("OPEB") obligations, such as retiree medical, in accordance with a 1993 Settlement Agreement (the "1993 Settlement Agreement"), which requires us to fund a portion of the plans' annual service cost to a retiree benefit trust (the "Base Trust"). The 1993 Settlement Agreement resolved a class action lawsuit originally filed in 1992 regarding the restructuring of our then applicable retiree health care and life insurance benefits. Contributions for the three and nine months ended July 31, 2016 and 2015 , as well as anticipated contributions for the remainder of 2016 , are not material.
Components of Net Periodic Benefit Expense
Net periodic benefit expense included in our Consolidated Statements of Operations is comprised of the following:
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
 
Pension Benefits
 
Health and Life
Insurance Benefits
 
Pension Benefits
 
Health and Life
Insurance Benefits
(in millions)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Service cost for benefits earned during the period
$
2

 
$
3

 
$
1

 
$
2

 
$
7

 
$
9

 
$
4

 
$
5

Interest on obligation
29

 
35

 
14

 
17

 
88

 
106

 
44

 
53

Amortization of cumulative loss
26

 
25

 
8

 
10

 
78

 
74

 
24

 
29

Amortization of prior service benefit
—

 
—

 
—

 
(1
)
 
—

 
—

 
(1
)
 
(3
)
Contractual termination benefits
1

 
—

 
4

 
—

 
3

 
(1
)
 
4

 
(1
)
Premiums on pension insurance
4

 
3

 
—

 
—

 
12

 
8

 
—

 
—

Expected return on assets
(41
)
 
(48
)
 
(6
)
 
(7
)
 
(125
)
 
(145
)
 
(19
)
 
(22
)
Net periodic benefit expense
$
21

 
$
18

 
$
21

 
$
21

 
$
63

 
$
51

 
$
56

 
$
61


19



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


In 2016, we changed the approach utilized to estimate the service cost and interest cost components of net periodic benefit cost for our major defined benefit postretirement plans. Historically, we estimated the service cost and interest cost components using a single weighted average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. In 2016, we began using a spot rate approach for the estimation of service and interest cost for our major plans by applying specific spot rates along the yield curve to the relevant projected cash flows, to provide a better estimate of service and interest costs. Interest on the obligation as reported above is $9 million and $4 million lower in the three months ended July 31, 2016 for pension and for health and life insurance, respectively, and $27 million and $12 million lower in the nine months ended July 31, 2016 for pension and for health and life insurance, respectively, as a result of using the spot rate approach compared to the historical approach.
Defined Contribution Plans and Other Contractual Arrangements
Our defined contribution plans cover a substantial portion of domestic salaried employees and certain domestic represented employees. The defined contribution plans contain a 401(k) feature and provide most participants with a matching contribution from the Company. We deposit the matching contribution annually. Many participants covered by the plans receive annual Company contributions to their retirement accounts based on an age-weighted percentage of the participant's eligible compensation for the calendar year. Defined contribution expense pursuant to these plans was $7 million and $22 million in the three and nine months ended July 31, 2016 , respectively, and $7 million and $24 million in the three and nine months ended July 31, 2015 , respectively.
In accordance with the 1993 Settlement Agreement, an independent Retiree Supplemental Benefit Trust (the "Supplemental Trust") was established. The Supplemental Trust, and the benefits it provides to certain retirees pursuant to a certain Retiree Supplemental Benefit Program under the 1993 Settlement Agreement ("Supplemental Benefit Program"), is not part of our consolidated financial statements.
Our contingent profit sharing obligations under a certain Supplemental Benefit Trust Profit Sharing Plan ("Supplemental Benefit Trust Profit Sharing Plan") will continue until certain funding targets defined by the 1993 Settlement Agreement are met. We have recorded no profit sharing accruals based on the operating performance of the entities that are included in the determination of qualifying profits. For more information on pending arbitration regarding the Supplemental Benefit Trust Profit Sharing Plan, see Note 11, Commitments and Contingencies .
8. Income Taxes
We compute, on a quarterly basis, an estimated annual effective tax rate considering ordinary income and related income tax expense. For all periods presented, U.S. and certain foreign results are excluded from ordinary income due to ordinary losses for which no benefit can be recognized. Ordinary income refers to income (loss) before income tax expense excluding significant unusual or infrequently occurring items. The tax effect of a significant unusual or infrequently occurring item is recorded in the interim period in which the item occurs. Items included in income tax expense in the periods in which they occur include the tax effects of material restructurings, impairments, cumulative effect of changes in tax laws or rates, foreign exchange gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment regarding the ability to realize deferred tax assets in future years.
In the first quarter of 2016, we reviewed the impact of recently enacted U.S. tax legislation, the most significant of which is the Protecting Americans from Tax Hikes Act of 2015 ("PATH Act of 2015"), which extended the rules allowing us to forego bonus depreciation in exchange for refunds of previously paid Alternative Minimum Tax ("AMT"). This change resulted in the likely realization of our deferred AMT credits, on a more likely than not basis, which supports the release of the associated valuation allowance. In addition, the PATH Act of 2015 extended the "look-through rule," under subpart F of the U.S. Internal Revenue Code, which had expired for us on September 30, 2015. The "look-through rule" had provided an exception to the U.S. taxation of certain income generated by foreign subsidiaries. The rule was extended in December 2015 with retroactive effect to the beginning of our 2016 fiscal year, and the rule will remain in place through our 2020 fiscal year. This rule extension allowed us to reverse recently recognized deferred tax liabilities associated with earnings in foreign jurisdictions. However, since the reversal of this deferred tax liability also had an associated and completely offsetting valuation allowance effect, there was no impact to total deferred taxes due to this change.
Also in the first quarter of 2016, we elected to early adopt the provisions of ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” This ASU requires the offset of all deferred tax assets and liabilities, including valuation allowances, for each tax-paying jurisdiction within each tax-paying component. The net deferred tax must be presented as a single noncurrent amount for each jurisdiction. In accordance with the adoption provisions of ASU 2015-17, we have chosen to apply this change prospectively, and as a result, prior year amounts are maintained as originally filed.

20



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


We have evaluated the need to maintain a valuation allowance for deferred tax assets based on our assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. As mentioned above, we have concluded that the valuation allowance on our U.S. deferred AMT credits is no longer necessary due to the enactment of the PATH Act of 2015. This partial valuation allowance release resulted in an income tax benefit of $13 million which was recorded in the first quarter of 2016. We continue to maintain a valuation allowance on our remaining U.S. deferred tax assets, as well as certain foreign deferred tax assets, that we believe, on a more-likely-than-not basis, will not be realized. For all remaining deferred tax assets, while we believe at July 31, 2016 that it is more likely than not that they will be realized, it is reasonably possible that additional deferred tax asset valuation allowances could be required in the next twelve months.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of July 31, 2016 , the amount of liability for uncertain tax positions was $42 million . The liability at July 31, 2016 has a recorded offsetting tax benefit associated with various issues that total $12 million . If the unrecognized tax benefits are recognized, all would impact our effective tax rate. However, to the extent we continue to maintain a full valuation allowance against certain deferred tax assets, the effect may be in the form of an increase in the deferred tax asset related to our net operating loss carryforward, which would be offset by a full valuation allowance.
We recognize interest and penalties related to uncertain tax positions as part of Income tax expense . For the three and nine months ended July 31, 2016 , total interest and penalties related to our uncertain tax positions resulted in an income tax expense of less than $1 million for both periods.
We have open tax years back to 2001 with various significant taxing jurisdictions including the U.S., Canada, Mexico, and Brazil. In connection with the examination of tax returns, contingencies may arise that generally result from differing interpretations of applicable tax laws and regulations as they relate to the amount, timing, or inclusion of revenues or expenses in taxable income, or the sustainability of tax credits to reduce income taxes payable. We believe we have sufficient accruals for our contingent tax liabilities. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns, although actual results may differ. While it is probable that the liability for unrecognized tax benefits may increase or decrease during the next twelve months, we do not expect any such change would have a material effect on our financial condition, results of operations, or cash flows.
9. Fair Value Measurements
For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect our assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, we classify each fair value measurement as follows:
•
Level 1—based upon quoted prices for identical instruments in active markets,
•
Level 2—based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable, and
•
Level 3—based upon one or more significant unobservable inputs.
The following section describes key inputs and assumptions in our valuation methodologies:
Cash Equivalents and Restricted Cash Equivalents —We classify highly liquid investments, with an original maturity of 90 days or less, including U.S. Treasury bills, federal agency securities, and commercial paper, as cash equivalents. The carrying amounts of cash and cash equivalents and restricted cash approximate fair value because of the short-term maturity and highly liquid nature of these instruments.
Marketable Securities —Our marketable securities portfolios are classified as available-for-sale and primarily include investments in U.S. government securities and commercial paper with an original maturity greater than 90 days. We use quoted prices from active markets to determine fair value.

21



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Derivative Assets and Liabilities —We measure the fair value of derivatives assuming that the unit of account is an individual derivative transaction and that each derivative could be sold or transferred on a stand-alone basis. We classify within Level 2 our derivatives that are traded over-the-counter and valued using internal models based on observable market inputs. In certain cases, market data is not available and we estimate inputs such as in situations where trading in a particular commodity is not active. Measurements based upon these unobservable inputs are classified within Level 3. For more information regarding derivatives, see Note 10, Financial Instruments and Commodity Contracts .
Guarantees —We provide certain guarantees of payments and residual values to specific counterparties. Fair value of these guarantees is based upon internally developed models that utilize current market-based assumptions and historical data. We classify these liabilities within Level 3. For more information regarding guarantees, see Note 11, Commitments and Contingencies.
The following table presents the financial instruments measured at fair value on a recurring basis:
 
July 31, 2016
 
October 31, 2015
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury bills
$
49

 
$
—

 
$
—

 
$
49

 
$
53

 
$
—

 
$
—

 
$
53

Other
91

 
—

 
—

 
91

 
106

 
—

 
—

 
106

Derivative financial instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity forward contracts (A)
—

 
5

 
—

 
5

 
—

 
—

 
—

 
—

Foreign currency contracts (A)
—

 
—

 
—

 
—

 
—

 
1

 
—

 
1

Total assets
$
140

 
$
5

 
$
—

 
$
145

 
$
159

 
$
1

 
$
—

 
$
160

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative financial instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity forward contracts (B)
$
—

 
$
1

 
$
—

 
$
1

 
$
—

 
$
2

 
$
—

 
$
2

Foreign currency contracts (B)
—

 
1

 
—

 
1

 
—

 
2

 
—

 
2

Guarantees
—

 
—

 
23

 
23

 
—

 
—

 
10

 
10

Total liabilities
$
—

 
$
2

 
$
23

 
$
25

 
$
—

 
$
4

 
$
10

 
$
14

_________________________
(A)
The asset value of commodity forward contracts and foreign currency contracts is included in Other current assets as of July 31, 2016 and October 31, 2015 in the accompanying Consolidated Balance Sheets .
(B)
The liability value of commodity forward contracts and foreign currency contracts is included in Other current liabilities as of July 31, 2016 and October 31, 2015 in the accompanying Consolidated Balance Sheets.
The following table presents the changes for those financial instruments classified within Level 3 of the valuation hierarchy:
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
2016
 
2015
 
2016
 
2015
Guarantees, at beginning of period
$
(19
)
 
$
(7
)
 
$
(10
)
 
$
(8
)
Transfers out of Level 3
—

 
—

 
—

 
—

Issuances
(5
)
 
(4
)
 
(16
)
 
(4
)
Settlements
1

 
1

 
3

 
2

Guarantees, at end of period
$
(23
)
 
$
(10
)
 
$
(23
)
 
$
(10
)
Change in unrealized gains on assets (liabilities) still held
$
—

 
$
—

 
$
—

 
$
—


22



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The following table presents the financial instruments measured at fair value on a nonrecurring basis:
(in millions)
July 31, 2016

October 31, 2015
Level 2 financial instruments
 
 
 
Carrying value of impaired finance receivables (A)
$
18

 
$
21

Specific loss reserve
(9
)
 
(9
)
Fair value
$
9

 
$
12

_________________________
(A)
Certain impaired finance receivables are measured at fair value on a nonrecurring basis. An impairment charge is recorded for the amount by which the carrying value of the receivables exceeds the fair value of the underlying collateral, net of remarketing costs. Fair values of the underlying collateral are determined by reference to dealer vehicle value publications adjusted for certain market factors.
In addition to the methods and assumptions we use for the financial instruments recorded at fair value as discussed above, we use the following methods and assumptions to estimate the fair value for our other financial instruments that are not marked to market on a recurring basis. The carrying amounts of Cash and cash equivalents , Restricted cash , and Accounts payable approximate fair values because of the short-term maturity and highly liquid nature of these instruments. Finance receivables generally consist of retail and wholesale accounts and retail and wholesale notes. The carrying amounts of Trade and other receivables and retail and wholesale accounts approximate fair values as a result of the short-term nature of the receivables. The carrying amounts of wholesale notes approximate fair values as a result of the short-term nature of the wholesale notes and their variable interest rate terms. Due to the nature of the aforementioned financial instruments, they have been excluded from the fair value amounts presented in the table below.
The fair values of our retail notes are estimated by discounting expected cash flows at estimated current market rates. The fair values of our retail notes are classified as Level 3 financial instruments.
The fair values of our debt instruments classified as Level 1 were determined using quoted market prices. The 6.5% Tax Exempt Bonds, due 2040, are traded, but the trading market is illiquid, and as a result, the Loan Agreement underlying the Tax Exempt Bonds is classified as Level 2. The fair values of our Level 3 debt instruments are generally determined using internally developed valuation techniques such as discounted cash flow modeling. Inputs such as discount rates and credit spreads reflect our estimates of assumptions that market participants would use in pricing the instrument and may be unobservable.

23



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The following tables present the carrying values and estimated fair values of financial instruments:
 
As of July 31, 2016
 
Estimated Fair Value
 
Carrying Value
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Assets
 
 
 
 
 
 
 
 
 
Retail notes
$
—

 
$
—

 
$
144

 
$
144

 
$
136

Notes receivable
—

 
—

 
1

 
1

 
1

Liabilities
 
 
 
 
 
 
 
 
 
Debt:
 
 
 
 
 
 
 
 
 
Manufacturing operations
 
 
 
 
 
 
 
 
 
Senior Secured Term Loan Credit Facility, as Amended, due 2020
—

 
—

 
973

 
973

 
1,020

8.25% Senior Notes, due 2022
893

 
—

 
—

 
893

 
1,184

4.50% Senior Subordinated Convertible Notes, due 2018 (A)
—

 
—

 
137

 
137

 
189

4.75% Senior Subordinated Convertible Notes, due 2019 (A)
—

 
—

 
258

 
258

 
385

Debt of majority-owned dealerships
—

 
—

 
15

 
15

 
13

Financing arrangements
—

 
—

 
15

 
15

 
38

Loan Agreement related to 6.50% Tax Exempt Bonds, due 2040
—

 
227

 
—

 
227

 
225

Financed lease obligations
—

 
—

 
61

 
61

 
61

Other
—

 
—

 
10

 
10

 
10

Financial Services operations
 
 
 
 
 
 
 
 
 
Asset-backed debt issued by consolidated SPEs, at various rates, due serially through 2021
—

 
—

 
863

 
863

 
867

Bank credit facilities, at fixed and variable rates, due dates from 2016 through 2021
—

 
—

 
860

 
860

 
874

Commercial paper, at variable rates, program matures in 2017
93

 
—

 
—

 
93

 
93

Borrowings secured by operating and finance leases, at various rates, due serially through 2021
—

 
—

 
100

 
100

 
100


24



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


 
As of October 31, 2015
 
Estimated Fair Value
 
Carrying Value
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Assets
 
 
 
 
 
 
 
 
 
Retail notes
$
—

 
$
—

 
$
170

 
$
170

 
$
166

Notes receivable
—

 
—

 
3

 
3

 
3

Liabilities
 
 
 
 
 
 
 
 
 
Debt:
 
 
 
 
 
 
 
 
 
Manufacturing operations
 
 
 
 
 
 
 
 
 
Senior Secured Term Loan Credit Facility, as Amended, due 2020
—

 
—

 
1,014

 
1,014

 
1,023

8.25% Senior Notes, due 2022
998

 
—

 
—

 
998

 
1,182

4.50% Senior Subordinated Convertible Notes, due 2018 (A)
—

 
—

 
148

 
148

 
186

4.75% Senior Subordinated Convertible Notes, due 2019 (A)
—

 
—

 
289

 
289

 
379

Debt of majority-owned dealerships
—

 
—

 
28

 
28

 
28

Financing arrangements
—

 
—

 
17

 
17

 
43

Loan Agreement related to 6.50% Tax Exempt Bonds, due 2040
—

 
233

 
—

 
233

 
225

Financed lease obligations
—

 
—

 
111

 
111

 
111

Other
—

 
—

 
17

 
17

 
15

Financial Services operations
 
 
 
 
 
 
 
 
 
Asset-backed debt issued by consolidated SPEs, at various rates, due serially through 2018
—

 
—

 
865

 
865

 
870

Bank credit facilities, at fixed and variable rates, due dates from 2016 through 2020
—

 
—

 
1,048

 
1,048

 
1,063

Commercial paper, at variable rates, program matures in 2017
86

 
—

 
—

 
86

 
86

Borrowings secured by operating and finance leases, at various rates, due serially through 2020
—

 
—

 
80

 
80

 
81

_________________________
(A)
The carrying value represents the consolidated financial statement amount of the debt which excludes the allocation of the conversion feature to equity, while the fair value is based on internally developed valuation techniques such as discounted cash flow modeling for Level 3 convertible notes which include the equity feature.
10. Financial Instruments and Commodity Contracts
Derivative Financial Instruments
We use derivative financial instruments as part of our overall interest rate, foreign currency, and commodity risk management strategies to reduce our interest rate exposure, reduce exchange rate risk for transactional exposures denominated in currencies other than the functional currency, and minimize the effect of commodity price volatility. From time to time, we use foreign currency forward and option contracts to manage the risk of exchange rate movements that would affect the value of our foreign currency cash flows. Foreign currency exchange rate movements create a degree of risk by affecting the value of sales made and costs incurred in currencies other than the functional currency. In addition, we also use commodity forward contracts to manage our exposure to variability in certain commodity prices.
We generally do not enter into derivative financial instruments for speculative or trading purposes and did not during the three and nine months ended July 31, 2016 and 2015 . None of our derivatives qualified for hedge accounting treatment during the three and nine months ended July 31, 2016 and 2015 .

25



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The majority of our derivative contracts are transacted under International Swaps and Derivatives Association master agreements. Each agreement permits the net settlement of amounts owed in the event of default or certain other termination events. For derivative financial instruments, we have elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreement. Collateral is generally not required to be provided by our counter-parties for derivative contracts. However, certain of our derivative contracts contain provisions that require us to provide collateral if certain loss thresholds are exceeded. Collateral of $1 million was provided as of both July 31, 2016 and October 31, 2015 . We manage exposure to counter-party credit risk by entering into derivative financial instruments with various major financial institutions that can be expected to fully perform under the terms of such instruments. We do not anticipate nonperformance by any of the counter-parties. Our exposure to credit risk in the event of nonperformance by the counter-parties is limited to those assets that have been recorded, but have not yet been received in cash. At July 31, 2016 and October 31, 2015 , our exposure to the credit risk of others was $5 million and $1 million , respectively.
 
The following table presents the location and amount of (income) loss recognized in our Consolidated Statements of Operations related to derivatives:
 
 
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
Location in Consolidated Statements of Operations
 
2016
 
2015
 
2016
 
2015
Interest rate caps
Interest expense
 
$
—

 
$
1

 
$
—

 
$
1

Cross currency swaps
Other income, net
 
(1
)
 
(1
)
 
(1
)
 
2

Foreign currency contracts
Other income, net
 
(4
)
 
(6
)
 
—

 
(5
)
Commodity forward contracts
Costs of products sold
 
—

 
(1
)
 
(2
)
 
4

Total (income) loss
 
$
(5
)
 
$
(7
)
 
$
(3
)
 
$
2

Foreign Currency Contracts
During 2016 and 2015 , we entered into foreign exchange forward and option contracts as economic hedges of anticipated cash flows denominated in Brazilian reais, euros, Canadian dollars, and Mexican pesos. All contracts were entered into to protect against the risk that the eventual cash flows resulting from certain transactions would be affected by changes in exchange rates between the U.S. dollar and the respective foreign currency.
The following table presents the outstanding foreign currency contracts as of July 31, 2016 and October 31, 2015 :
(in millions)
Currency
 
Notional Amount
 
Maturity
As of July 31, 2016
 
 
 
 
 
Forward exchange contract
EUR
 
€
12

 
July 2016 - October 2016 (A)
Forward exchange contract
CAD
 
C$
30

 
July 2016 - September 2016 (B)
Forward exchange contract
MXN
 
₱
759

 
July 2016 - August 2016 (C)
As of October 31, 2015
 
 
 
 
 
Forward exchange contract
EUR
 
€
30

 
November 2015 - October 2016 (D)
Forward exchange contract
CAD
 
C$
25

 
November 2015
Forward exchange contract
MXN
 
₱
1,270

 
November 2015
_________________________
(A) Forward exchange contracts of €2 million matured in July 2016 but settled in August 2016, €3 million matured in August 2016, €4 million mature in September 2016, and €3 million mature in October 2016.
(B) Forward exchange contracts of C$15 million matured in July 2016 but settled in August 2016, C$10 million matured in August 2016, and C$5 million mature in September 2016.
(C)     Forward exchange contracts of ₱380 million matured in July 2016 but settled in August 2016 and ₱379 million matured in August 2016.
(D)    Forward exchange contracts of €2 million settled in November 2015, €3 million matured in November 2015, €3 million matured in December 2015, €4 million matured in January 2016, and €2 million mature each month from February 2016 through October 2016.

26



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Commodity Forward Contracts
During 2016 and 2015 , we entered into commodity forward contracts as economic hedges of our exposure to variability in commodity prices for diesel fuel and steel. As of July 31, 2016 , we had outstanding diesel fuel contracts with aggregate notional values of $11 million and outstanding steel contracts with aggregate notional values of $13 million . The commodity forward contracts have various maturity dates through March 31, 2017 . As of October 31, 2015 , we had outstanding diesel fuel contracts with aggregate notional values of $24 million and outstanding steel contracts with aggregate notional values of $6 million . All of these contracts were entered into to protect against the risk that the eventual cash flows related to purchases of the commodities will be affected by changes in prices.
Interest-Rate Contracts
From time to time, we enter into various interest-rate contracts, interest rate caps, and cross currency swaps. As of both July 31, 2016 and October 31, 2015 , there were no outstanding cross currency swaps. We are exposed to interest rate and exchange rate risk as a result of our borrowing activities. The objective of these contracts is to mitigate fluctuations in earnings, cash flows, and fair value of borrowings. Our Mexican financial services operation uses interest rate caps and cross currency swaps to protect against the potential of rising interest rates as required by the terms of its variable-rate asset-backed securities, and fluctuations in the value of the peso, as required under our Mexican bank credit facilities. As of July 31, 2016 and October 31, 2015 , the notional amount of our outstanding interest rate caps at our Mexican financial services operation was $128 million and $108 million , respectively.
11. Commitments and Contingencies
Guarantees
We occasionally provide guarantees that could obligate us to make future payments if the primary entity fails to perform under its contractual obligations. We have recognized liabilities for some of these guarantees in our Consolidated Balance Sheets as they meet the recognition and measurement provisions of U.S. GAAP. In addition to the liabilities that have been recognized, we are contingently liable for other potential losses under various guarantees. We do not believe that claims that may be made under such guarantees would have a material effect on our financial condition, results of operations, or cash flows.
In March 2010, we entered into an operating agreement with GE Capital which contains automatic extensions and is subject to early termination provisions (the "Navistar Capital Operating Agreement"). Effective December 1, 2015, GE Capital assigned the Navistar Capital Operating Agreement to BMO Financial Group and its wholly-owned subsidiary BMO Harris Bank N.A. (together “BMO”) as part of General Electric’s sale of its GE Transportation Finance business. Under the terms of the Navistar Capital Operating Agreement, GE Capital was, and now BMO is, our third-party preferred source of retail customer financing for equipment offered by us and our dealers in the U.S. We refer to this alliance as "Navistar Capital." The Navistar Capital Operating Agreement contains a loss sharing arrangement for certain credit losses. Under the loss sharing arrangement, as amended, we generally reimburse our financing partner for credit losses in excess of the first 10% of the financed value of a contract; for certain leases we reimburse our financing partner for credit losses up to a maximum of the first 9.5% of the financed value of those lease contracts. Our exposure to loss is mitigated because contracts under the Navistar Capital Operating Agreement are secured by the financed equipment. There were $1.4 billion of outstanding loan principal and operating lease payments receivable at both July 31, 2016 and October 31, 2015 , financed through the Navistar Capital Operating Agreement and subject to the loss sharing arrangements in the U.S. The related financed values of these outstanding contracts were $2.4 billion and $2.3 billion at July 31, 2016 and October 31, 2015 , respectively. Generally, we do not carry the contracts under the Navistar Capital Operating Agreement on our Consolidated Balance Sheets . However, for certain Navistar Capital financed contracts which we have accounted for as borrowings, we have recognized equipment leased to others of $57 million and $102 million and financed lease obligations of $61 million and $110 million , in our Consolidated Balance Sheets as of July 31, 2016 and October 31, 2015 , respectively.
Based on our historic experience of losses on similar contracts and the nature of the loss sharing arrangement, we do not believe our share of losses related to balances currently outstanding will be material.
We also have issued limited residual value guarantees in connection with various leases. The amounts of the guarantees are estimated and recorded. Our guarantees are contingent upon the fair value of the leased assets at the end of the lease term. The amount of losses related to these arrangements has not been material to our Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows and the value of the guarantees and accruals recorded are not material to our Consolidated Balance Sheets .

27



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


We obtain certain stand-by letters of credit and surety bonds from third-party financial institutions in the ordinary course of business when required under contracts or to satisfy insurance-related requirements. As of July 31, 2016 , the amount of stand-by letters of credit and surety bonds was $97 million .
In addition, as of July 31, 2016 , we have entered into various purchase commitments of $16 million and contracts that have cancellation fees of $59 million with various expiration dates through 2020.
In the ordinary course of business, we also provide routine indemnifications and other guarantees, the terms of which range in duration and often are not explicitly defined. We do not believe these will result in claims that would have a material impact on our financial condition, results of operations, or cash flows.
Environmental Liabilities
We have been named a potentially responsible party ("PRP"), in conjunction with other parties, in a number of cases arising under an environmental protection law, the Comprehensive Environmental Response, Compensation, and Liability Act, popularly known as the "Superfund" law. These cases involve sites that allegedly received wastes from current or former Company locations. Based on information available to us which, in most cases, consists of data related to quantities and characteristics of material generated at current or former Company locations, material allegedly shipped by us to these disposal sites, as well as cost estimates from PRPs and/or federal or state regulatory agencies for the cleanup of these sites, a reasonable estimate is calculated of our share of the probable costs, if any, and accruals are recorded in our consolidated financial statements. These accruals are generally recognized no later than upon completion of the remedial feasibility study and are not discounted to their present value. We review all accruals on a regular basis and believe that, based on these calculations, our share of the potential additional costs for the cleanup of each site will not have a material effect on our financial condition, results of operations, or cash flows.
Two sites formerly owned by us, Solar Turbines in San Diego, California, and the Canton Plant in Canton, Illinois, were identified as having soil and groundwater contamination. Two sites in Sao Paulo, Brazil, one at which we are currently operating and one where we formerly operated, were identified as having soil and groundwater contamination. While investigations and cleanup activities continue at these and other sites, we believe that we have adequate accruals to cover costs to complete the cleanup of all sites.
We have accrued $20 million for these and other environmental matters, which are included within Other current liabilities and Other noncurrent liabilities , as of July 31, 2016 . The majority of these accrued liabilities are expected to be paid subsequent to 2017 .
Along with other vehicle manufacturers, we have been subject to an increased number of asbestos-related claims in recent years. In general, these claims relate to illnesses alleged to have resulted from asbestos exposure from component parts found in older vehicles, although some cases relate to the alleged presence of asbestos in our facilities. In these claims, we are generally not the sole defendant, and the claims name as defendants numerous manufacturers and suppliers of a wide variety of products allegedly containing asbestos. We have strongly disputed these claims, and it has been our policy to defend against them vigorously. Historically, the actual damages paid out to claimants have not been material in any year to our financial condition, results of operations, or cash flows. It is possible that the number of these claims will continue to grow, and that the costs for resolving asbestos related claims could become significant in the future.
Legal Proceedings
Overview
We are subject to various claims arising in the ordinary course of business, and are party to various legal proceedings that constitute ordinary, routine litigation incidental to our business. The majority of these claims and proceedings relate to commercial, product liability, and warranty matters. In addition, from time to time we are subject to various claims and legal proceedings related to employee compensation, benefits, and benefits administration including, but not limited to, compliance with the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Department of Labor requirements. In our opinion, apart from the actions set forth below, the disposition of these proceedings and claims, after taking into account recorded accruals and the availability and limits of our insurance coverage, will not have a material adverse effect on our business or our financial condition, results of operations, or cash flows.

28



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Profit Sharing Disputes
Pursuant to the 1993 Settlement Agreement, the program administrator and named fiduciary of the Supplemental Benefit Program is the Supplemental Benefit Program committee (the "Committee"), comprised of non-Company individuals. In August 2013, the Committee filed a motion for leave to amend its February 2013 complaint (which sought injunctive relief for the Company to provide certain information to which it was allegedly entitled under the Supplemental Benefit Trust Profit Sharing Plan) and a proposed amended complaint (the "Profit Sharing Complaint") in the U.S. District Court for the Southern District of Ohio (the "Court"). Leave to file the Profit Sharing Complaint was granted by the Court in October 2013. In its Profit Sharing Complaint, the Committee alleged the Company breached the 1993 Settlement Agreement and violated ERISA by failing to properly calculate profit sharing contributions due under the Supplemental Benefit Trust Profit Sharing Plan. The Committee seeks damages in excess of $50 million , injunctive relief and reimbursement of attorneys' fees and costs. In October 2013, the Company filed a Motion to Dismiss the Profit Sharing Complaint and to compel the Committee to comply with the dispute resolution procedures set forth in the Supplemental Benefit Trust Profit Sharing Plan. In March 2014, the Court denied the Company's Motion to Dismiss and ruled, among other things, that the Company waived its right to compel the Committee to comply with the dispute resolution provisions set forth in the Supplemental Benefit Trust Profit Sharing Plan. In April 2014, the Company appealed the Court's refusal to compel the Committee to comply with the dispute resolution process to the Court of Appeals for the 6th Circuit. The Company also filed a motion with the Court to stay all proceedings pending the appeal. In May 2014, the Court granted the motion to stay all proceedings, including discovery, pending the appeal. In March 2015, the 6 th Circuit Court of Appeals remanded the case to the Court with instructions that the Committee’s claims in the Profit Sharing Complaint be arbitrated. In May 2015, the Court ordered that the claims in the Profit Sharing Complaint be arbitrated pursuant to the dispute resolution procedures in the Supplemental Benefit Trust Profit Sharing Plan. In November 2015, the Company and the Committee selected an arbitrator and the discovery process has commenced. On August 1, 2016, the parties submitted briefs on issues related to the scope of the arbitration.
In addition, various local bargaining units of the United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") have filed separate grievances pursuant to the profit sharing plans under various collective bargaining agreements in effect between the Company and the UAW that may have similar legal and factual issues as the Profit Sharing Complaint.
Based on our assessment of the facts underlying the claims in the above actions, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our future consolidated financial condition, results of operations, or cash flows.
FATMA Notice
International Indústria de Motores da América do Sul Ltda. ("IIAA"), formerly known as Maxion International Motores S/A ("Maxion"), now a wholly owned subsidiary of the Company, received a notice in July 2010 from the State of Santa Catarina Environmental Protection Agency ("FATMA") in Brazil. The notice alleged that Maxion had sent wastes to a facility owned and operated by a company known as Natureza and that soil and groundwater contamination had occurred at the Natureza facility. The notice asserted liability against Maxion and assessed an initial penalty in the amount of R$2 million (the equivalent of approximately less than US $1 million at July 31, 2016 ), which is not due and final until all administrative appeals are exhausted. Maxion was one of numerous companies that received similar notices. IIAA filed an administrative defense in August 2010 and has not yet received a decision following that filing. IIAA disputes the allegations in the notice and intends to vigorously defend itself.
Sao Paulo Groundwater Notice
In March 2014, IIAA, along with other nearby companies, received from the Sao Paulo District Attorney (the "District Attorney") a notice and proposed Consent Agreement relating to alleged neighborhood-wide groundwater contamination at or around its Sao Paulo manufacturing facility. The proposed Consent Agreement sought certain groundwater investigations and other technical relief and proposed sanctions in the amount of R $3 million (the equivalent of approximately US $1 million at July 31, 2016 ). In November 2014, IIAA extended a settlement offer. The parties remained in discussions and IIAA’s settlement offer was never accepted, rejected or countered by the District Attorney. On August 31, 2016, the District Attorney filed civil actions against IIAA and other companies seeking soil and groundwater investigation and remediation, together with monetary payment in an unspecified amount. IIAA has not yet been served with the action.

29



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


MaxxForce Engine EGR Warranty Litigation
On June 24, 2014, N&C Transportation Ltd. filed a putative class action lawsuit against NIC, Navistar, Inc., Navistar Canada Inc., and Harbour International Trucks (collectively, "Navistar") in Canada in the Supreme Court of British Columbia (the "N&C Action"). Subsequently, six additional, similar putative class action lawsuits have been filed in Canada (together with the N&C Action, the "Canadian Actions").
From June 13-17, 2016, the court conducted a certification hearing in the N&C Action. There are no court dates scheduled in any of the other Canadian Actions at this time.
On July 7, 2014, Par 4 Transport, LLC filed a putative class action lawsuit against Navistar, Inc. in the United States District Court for the Northern District of Illinois (the "Par 4 Action"). Subsequently, seventeen additional putative class action lawsuits were filed in various United States district courts, including the Northern District of Illinois, the Eastern District of Wisconsin, the Southern District of Florida, the Middle District of Pennsylvania, the Southern District of Texas, the Western District of Kentucky, the District of Minnesota, the District of Alabama, and the District of New Jersey (together with the Par 4 Action, the "U.S. Actions"). Some of the U.S. Actions name both NIC and Navistar, Inc. The U.S. Actions allege matters substantially similar to the Canadian Actions. More specifically, the Canadian Actions and the U.S. Actions (collectively, the "EGR Class Actions") seek to certify a class of persons or entities in Canada or the United States who purchased and/or leased a ProStar or other Navistar vehicle equipped with a model year 2008-2013 MaxxForce Advanced EGR engine. In substance, the EGR Class Actions allege that the MaxxForce Advanced EGR engines are defective and that the Company and Navistar, Inc. failed to disclose and correct the alleged defect. The EGR Class Actions assert claims based on theories of contract, breach of warranty, consumer fraud, unfair competition, misrepresentation and negligence. The EGR Class Actions seek relief in the form of monetary damages, punitive damages, declaratory relief, interest, fees, and costs.
On October 3, 2014, NIC and Navistar, Inc. filed a motion before the United States Judicial Panel on Multidistrict Litigation (the "MDL Panel") seeking to transfer and consolidate before Judge Joan B. Gottschall of the United States District Court for the Northern District of Illinois all of the then-pending U.S. Actions, as well as certain non-class action MaxxForce Advanced EGR engine lawsuits pending in various federal district courts.
On December 17, 2014, Navistar's motion to consolidate the U.S. Actions and certain other non-class action lawsuits was granted. The MDL Panel issued an order consolidating all of the U.S. Actions that were pending on the date of Navistar’s motion before Judge Gottschall in the United States District Court for the Northern District of Illinois (the "MDL Action"). The MDL Panel also consolidated into the MDL Action certain non-class action MaxxForce Advanced EGR engine lawsuits pending in the various federal district courts, with the exception of one matter. For putative class action lawsuits filed subsequent to Navistar’s original motion, we continue to request that the MDL Panel similarly transfer and consolidate these U.S. Actions.
At the request of the various law firms representing the plaintiffs in the MDL Action, on March 5, 2015, Judge Gottschall entered an order in the MDL Action appointing interim lead counsel and interim liaison counsel for the plaintiffs. On May 11, 2015, lead counsel for the plaintiffs filed a First Master Consolidated Class Action Complaint ("Consolidated Complaint"). The parties to the MDL Action exchanged initial disclosures on May 29, 2015. The Company answered the Consolidated Complaint on July 13, 2015. On May 27, 2016, Judge Gottschall entered a Case Management Order setting a July 13, 2017, date for plaintiffs’ class certification motion. The next status conference with the Court is set for October 28, 2016.
Based on our assessment of the facts underlying the claims in the above actions, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our future consolidated financial condition, results of operations, or cash flows.
EPA Clean Air Act Litigation
In February 2012, Navistar, Inc. received a Notice of Violation ("NOV") from the United States Environmental Protection Agency (the "EPA") pertaining to certain heavy-duty diesel engines which, according to the EPA, were not completely assembled by Navistar, Inc. until calendar year 2010 and, therefore, were not covered by Navistar, Inc.'s model year 2009 certificates of conformity. The NOV concluded that Navistar, Inc.'s introduction into commerce of each of these engines violated the Federal Clean Air Act.

30



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


On July 14, 2015, the Department of Justice ("DOJ"), on behalf of the EPA, filed a lawsuit against NIC and Navistar, Inc. in the U.S. District Court for the Northern District of Illinois. Similar to the NOV, the lawsuit alleges that NIC and Navistar, Inc. introduced into commerce approximately 7,749 heavy-duty diesel engines that were not covered by model year 2009 certificates of conformity because those engines were not completely assembled until calendar year 2010, resulting in violations of the Federal Clean Air Act. On July 16, 2015, the DOJ filed an Amended Complaint clarifying the amount of civil penalties being sought. The lawsuit requests injunctive relief and the assessment of civil penalties of up to $37,500 for each violation. On September 14, 2015, NIC and Navistar, Inc. each filed an Answer and Affirmative Defenses to the Amended Complaint. We dispute the allegations in the lawsuit.
Discovery in the matter will proceed in two phases. Fact discovery for the liability phase commenced on December 9, 2015. Pursuant to a Case Management Order entered on August 1, 2016, fact discovery is currently scheduled to be completed on February 9, 2017, followed by expert discovery, and the deadline for dispositive motions is July 20, 2017. After completion of the first phase, the Court will, if necessary, set further dates for a remedy phase. On May 13, 2016, the DOJ filed a motion for summary judgment on liability. On June 30, 2016, NIC and Navistar, Inc. opposed EPA's motion for summary judgment, and NIC cross-moved for summary judgment against EPA. The court set a ruling date of November 17, 2016 on both the DOJ’s motion and NIC's cross-motion for summary judgment.
Based on our assessment of the facts underlying the complaint above, we are unable to provide meaningful quantification of how the final resolution of this matter may impact our future consolidated financial condition, results of operations or cash flows.
Shareholder Litigation
In March 2013, a putative class action complaint, alleging securities fraud, was filed against us by the Construction Workers Pension Trust Fund - Lake County and Vicinity, on behalf of itself and all other similarly situated purchasers of our common stock between the period of November 3, 2010 and August 1, 2012. A second class action complaint was filed in April 2013 by the Norfolk County Retirement System, individually and on behalf of all other similarly situated purchasers of our common stock between the period of June 9, 2010 and August 1, 2012. A third class action complaint was filed in April 2013 by Jane C. Purnell FBO Purnell Family Trust, on behalf of itself and all other similarly situated purchasers of our common stock between the period of November 3, 2010 and August 1, 2012. Each complaint named us as well as Daniel C. Ustian, our former President and Chief Executive Officer, and Andrew J. Cederoth, our former Executive Vice President and Chief Financial Officer as defendants. These complaints (collectively, the "10b-5 Cases") contain similar factual allegations which include, among other things, that we violated the federal securities laws by knowingly issuing materially false and misleading statements concerning our financial condition and future business prospects and that we misrepresented and omitted material facts in filings with the U.S. Securities Exchange Commission (“SEC") concerning the timing and likelihood of EPA certification of our EGR technology to meet 2010 EPA emission standards. The plaintiffs in these matters seek compensatory damages and attorneys' fees, among other relief.
In May 2013, an order was entered transferring and consolidating all 10b-5 Cases before one judge sitting in the U.S. District Court for the Northern District of Illinois and in July 2013, the Court appointed a lead plaintiff and lead plaintiff's counsel. The lead plaintiff filed a Consolidated Amended Complaint in October 2013. The Consolidated Amended Complaint enlarged the proposed class period to June 9, 2009 through August 1, 2012, and named fourteen additional current and former directors and officers as defendants. On December 17, 2013, defendants filed a motion to dismiss the Consolidated Amended Complaint. On July 22, 2014, the Court granted the defendants' Motion to Dismiss, denied the lead plaintiff's Motion to Strike as moot, and gave the lead plaintiff leave to file a second consolidated amended complaint by August 22, 2014.

31



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


On August 22, 2014, the plaintiff filed a Second Amended Complaint, which narrowed the claims in two ways. First, the plaintiff abandoned its claims against the majority of the defendants. The Second Amended Complaint brought claims against only Navistar, Dan Ustian, Andrew J. Cederoth, Jack Allen, and Eric Tech. The plaintiff also shortened the putative class period. In the prior complaint, the class period began on June 9, 2009. In the Second Amended Complaint, it begins on March 10, 2010. Defendants filed their Motion to Dismiss the Second Amended Complaint on September 23, 2014. In November 2014, the plaintiff voluntarily dismissed Eric Tech as a defendant. On July 10, 2015, the Court issued its Opinion and Order on our Motion to Dismiss the Second Amended Complaint. The Motion to Dismiss was granted in part and denied in part. Specifically, the Court (i) dismissed all of plaintiff’s claims against the Company, Andrew J. Cederoth and Jack Allen and (ii) dismissed all of plaintiff’s claims against Daniel C. Ustian, the only remaining defendant, except for claims regarding two of Mr. Ustian’s statements. Further, all of the dismissed claims were dismissed with prejudice except for claims based on statements made subsequent to the lead plaintiff’s last purchase of the Company’s stock (the “Post-Purchase Claims”). The Court determined the lead plaintiff lacked standing to assert the Post-Purchase Claims and dismissed those claims without prejudice. At a December 1, 2015 status conference, the parties reported that a settlement in principle had been reached, subject to, among other things, final documentation, confirmatory discovery and Court approval, and the Court filed a minute entry reflecting such report. On May 25, 2016, the Court entered an order preliminarily approving the settlement, as well as the class notice to be sent in connection with the settlement. The Court scheduled the Final Approval Hearing for October 25, 2016.
In March 2013, James Gould filed a derivative complaint in the U.S. District Court for the Northern District of Illinois on behalf of the Company against us and certain of our current and former directors and former officers. The complaint alleges, among other things, that certain of our current and former directors and former officers committed a breach of fiduciary duty, waste of corporate assets and were unjustly enriched in relation to similar factual allegations made in the 10b-5 Cases. The plaintiff in this matter seeks compensatory damages, certain corporate governance reforms, certain injunctive relief, disgorgement of the proceeds of certain defendants' profits from the sale of Company stock, and attorneys' fees, among other relief. On May 3, 2013, the court entered a Stipulation and Order to Stay Action, staying the case pending further order of the court or entry of an order on the motion to dismiss the Consolidated Amended Complaint in the 10b-5 Cases. On July 31, 2014, after the amended complaint was dismissed, the parties filed a status report, and the court entered an order on August 27, 2014 continuing the stay pending a ruling on defendants' motion to dismiss the Second Amended Complaint in the 10b-5 Cases. In November 2015, the existing stay order in this derivative action was further extended through March 22, 2016. The court has further extended the stay several times. The current stay order extends the stay through October 27, 2016.
In August 2013, Abbie Griffin filed a derivative complaint in the State of Delaware Court of Chancery, on behalf of the Company against us and certain of our current and former directors and former officers. The complaint alleges, among other things, that certain of our current and former directors and former officers committed a breach of fiduciary duty, in relation to similar factual allegations made in the 10b-5 Cases. The plaintiff in this matter seeks compensatory damages, certain corporate governance reforms, certain injunctive relief, and attorneys' fees, among other relief. On August 29, 2013, the court entered an order staying the case pending resolution of the defendant's motion to dismiss the Consolidated Amended Complaint in the 10b-5 Cases. On August 5, 2014, the parties filed a status report with the court requesting that the August 2013 stay order remain in place pending a ruling on the motion to dismiss the Second Amended Complaint in the 10b-5 Cases and on November 9, 2014, the court entered an order continuing the stay pending a ruling on defendants’ motion to dismiss the Second Amended Complaint in the 10b-5 Cases. In August 2015, the court further extended the stay of this derivative action through December 3, 2015. The court has further extended the stay several times. The current stay order extends the stay through September 10, 2016.
Based on our assessment of the facts underlying these matters described above, we are unable to provide meaningful quantification of how the final resolution of these matters may impact our future consolidated financial condition, results of operations, or cash flows.

32



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Brazil Truck Dealer Disputes
In January 2014, IIAA initiated an arbitration proceeding under the International Chamber of Commerce rules seeking payment for goods sold and unpaid, in the amount of R$64 million (approximately US $20 million as of July 31, 2016 ), including penalties and interest, from a group of affiliated truck dealers in Brazil. The truck dealers are affiliated with each other, but not with us, and are collectively referred to as Navitrucks. In the proceeding, IIAA also seeks a declaration of fault against Navitrucks related to the termination of the truck dealer agreements between IIAA and Navitrucks. Navitrucks responded in part by submitting counterclaims against IIAA seeking the amount of R$128 million (approximately US $40 million as of July 31, 2016 ) for damages related to alleged unfulfilled promises and injury to Navitrucks’ reputation. In October 2014, Navitrucks amended their counterclaims by increasing the amount of damages. During a preliminary hearing before the arbitral tribunal on March 24, 2015, the parties agreed to submit all of the pending claims between the parties to the exclusive jurisdiction of the arbitral tribunal. Pursuant to the timetable issued in the arbitration proceeding, IIAA presented its complaint in July 2015, Navitrucks filed its answer and counterclaims on August 24, 2015, and IIAA filed its rebuttal and answer to Navitrucks’ counterclaims on October 22, 2015. On December 7, 2015, Navitrucks filed its rebuttal to IIAA’s answer to counterclaims. On June 13-15, 2016, the arbitral tribunal held hearings on the parties presenting witnesses and evidence. On July 18, 2016, IIAA and Navitrucks presented additional documents and information related to such hearings. As of July 31, 2016 , the approximate amount of the IIAA claim against Navitrucks is R $130 million (approximately US $40 million as of July 31, 2016 ), of which Navitrucks has acknowledged that IIAA is entitled to a credit in the approximate amount of R $73 million (approximately US $23 million as of July 31, 2016 ), and the approximate amount of the Navitrucks claim against IIAA is R$139 million (approximately US $43 million as of July 31, 2016 ).
Based on our assessment of the facts underlying the claims in the above actions, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our future consolidated financial condition, results of operations, or cash flows.
In addition, two other truck dealers and two truck fleet owners in Brazil have separate adversarial proceedings pending against IIAA that may have similar legal and factual issues as the Navitrucks claim. These other claims are not material either individually or in the aggregate.
IC Bus Civil RICO Litigation
On June 1, 2016, plaintiffs Polar Express School Bus and Lakeview Bus Lines filed a lawsuit against NIC, Navistar, Inc., and IC Bus, LLC in the U.S. District Court for the Northern District of Illinois. The lawsuit alleges that the 40 IC brand buses owned or operated by plaintiffs contain defective ABS braking systems and also engines with defective emissions control systems. Plaintiffs claim that NIC, its subsidiaries, and their authorized dealers deliberately concealed the alleged defects, and the lawsuit seeks to plead causes of action under the Racketeer Influenced and Corrupt Organizations Act (RICO) and common law fraud. Plaintiffs seek compensatory damages in the amount of $6.7 million , treble damages, punitive damages in the amount of $50 million , and attorneys’ fees and costs. We dispute the allegations in the lawsuit and filed a motion to dismiss this lawsuit in its entirety on August 2, 2016.
Based on our assessment of the facts underlying the claims in the above actions, we are unable to provide meaningful quantification of how the final resolution of these claims may impact our future consolidated financial condition, results of operations, or cash flows.
Other
U.S. Securities and Exchange Administrative Order
In June 2012, Navistar received an informal inquiry from the Chicago Office of the Enforcement Division of the SEC seeking a number of categories of documents for the periods dating back to November 1, 2010, relating to various accounting and disclosure issues. We received a formal order of private investigation in July 2012. We have received subsequent subpoenas from the staff of the SEC in connection with their inquiry. In December 2014, the SEC filed an application in the United States District Court for the Northern District of Illinois seeking an order compelling the production of certain documents withheld by Navistar from its responses to the administrative subpoenas on the basis of attorney-client privilege and/or the work product doctrine. The discovery dispute involved a small number of documents in relation to the number of documents already produced by Navistar. On June 30, 2015, following an in camera review of some of the documents at issue, the Court entered an Order sustaining the privilege claims in part and overruling the claims in part. The Court also entered related orders dated August 31, 2015 and October 21, 2015. Pursuant to those Orders, Navistar completed the production of those documents, or portions of documents, for which its privilege claims were denied, as well as other documents subject to the SEC’s December 2014 application that the Company determined were not privileged under the reasoning of the Court’s June 30, 2015 Order.

33



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


On August 13 and 17, 2015, the SEC staff transmitted “Wells Notices” in connection with the formal order of investigation from July 2012 described above. The Notices stated that the staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and its former chief executive officer, Daniel Ustian, alleging violations of the Securities Exchange Act of 1934, certain related regulations, the Securities Act of 1933, and an August 5, 2010 Order Instituting Cease-and-Desist Proceedings against the Company. On September 17, 2015, Navistar submitted to the SEC a response to its Wells Notices. On October 13, 2015, Navistar met with the SEC to further respond to the Wells Notices, subsequent discussions followed, and the Company made an offer of settlement. On March 31, 2016, the SEC accepted the Company’s offer and issued an administrative cease-and-desist order reflecting the terms of the settlement. The Company neither admitted nor denied wrongdoing. The order includes negligence-based charges pertaining to periodic filing requirements and material misstatements or omissions related to three applications in 2011 and 2012 by Navistar to the EPA for certification of heavy-duty diesel engines emitting 0.2g of nitrogen oxide ("NOx"). The order also requires the Company to pay a civil penalty in the amount of $7.5 million , which the Company has paid and which it previously accrued for on its Consolidated Balance Sheets as of October 31, 2015.
U.S. Department of Defense Subpoena
In the third quarter of 2016, Navistar Defense, LLC received a subpoena from the United States Department of Defense Inspector General. The subpoena requested documents relating to Navistar Defense's sale of its independent suspension systems for military vehicles to the government for the time period of January 1, 2009 through December 31, 2010. Navistar Defense has made a submission of documents and intends to otherwise fully comply with the subpoena. At this time, we are unable to predict the outcome of this matter or provide meaningful quantification of how the final resolution of this matter may impact our future consolidated financial condition, results of operations or cash flows.
12. Segment Reporting
The following is a description of our four reporting segments:
•
Our Truck segment manufactures and distributes Class 4 through 8 trucks, buses, and military vehicles under the International and IC Bus ("IC") brands, and produces engines under our proprietary brand name and parts required to support the military truck lines. This segment sells its products in the U.S., Canada, and Mexico markets, as well as through our export truck business. In an effort to strengthen and maintain our dealer network, this segment occasionally acquires and operates dealer locations for the purpose of transitioning ownership.
•
Our Parts segment provides customers with proprietary products needed to support the International commercial truck, IC Bus, proprietary engine lines, and export parts business, as well as our other product lines. Our Parts segment also provides a wide selection of other standard truck, trailer, and engine aftermarket parts. Also included in the Parts segment are the operating results of BDP, which manages the sourcing, merchandising, and distribution of certain service parts we sell to Ford in North America.
•
Our Global Operations segment primarily consists of the IIAA (formerly MWM International Industria De Motores Da America Do Sul Ltda. ("MWM")) engine and truck operations in Brazil. The IIAA engine operations produce diesel engines, primarily under contract manufacturing arrangements, as well as under the MWM brand, for sale to OEMs in South America. In addition, our Global Operations segment includes the operating results of our joint venture in China with Anhui Jianghuai Automobile Co ("JAC").
•
Our Financial Services segment provides retail, wholesale, and lease financing of products sold by the Truck and Parts segments and their dealers within the U.S. and Mexico, as well as financing for wholesale accounts and selected retail accounts receivable.
Corporate contains those items that are not included in our four segments.

34



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Segment Profit (Loss)
We define segment profit (loss) as net income (loss) from continuing operations attributable to NIC, excluding income tax expense. Selected financial information from our Consolidated Statements of Operations and our Consolidated Balance Sheets is as follows:
(in millions)
Truck

Parts

Global Operations

Financial
Services (A)

Corporate
and
Eliminations

Total
Three Months Ended July 31, 2016











External sales and revenues, net
$
1,386

 
$
589

 
$
73

 
$
34

 
$
4

 
$
2,086

Intersegment sales and revenues
9

 
8

 
12

 
26

 
(55
)
 
—

Total sales and revenues, net
$
1,395

 
$
597

 
$
85

 
$
60

 
$
(51
)
 
$
2,086

Income (loss) from continuing operations attributable to NIC, net of tax
$
(54
)
 
$
152

 
$
(5
)
 
$
26

 
$
(153
)
 
$
(34
)
Income tax expense
—

 
—

 
—

 
—

 
(14
)
 
(14
)
Segment profit (loss)
$
(54
)
 
$
152

 
$
(5
)
 
$
26

 
$
(139
)
 
$
(20
)
Depreciation and amortization
$
29

 
$
3

 
$
4

 
$
13

 
$
4

 
$
53

Interest expense
—

 
—

 
—

 
21

 
63

 
84

Equity in income of non-consolidated affiliates
1

 
1

 
—

 
—

 
—

 
2

Capital expenditures (B)
26

 
—

 
—

 
1

 
3

 
30

(in millions)
Truck
 
Parts
 
Global Operations
 
Financial
Services (A)
 
Corporate
and
Eliminations
 
Total
Three Months Ended July 31, 2015
 
 
 
 
 
 
 
 
 
 
 
External sales and revenues, net
$
1,785

 
$
614

 
$
100

 
$
37

 
$
2

 
$
2,538

Intersegment sales and revenues
49

 
11

 
9

 
26

 
(95
)
 
—

Total sales and revenues, net
$
1,834

 
$
625

 
$
109

 
$
63

 
$
(93
)
 
$
2,538

Income (loss) from continuing operations attributable to NIC, net of tax
$
(36
)
 
$
151

 
$
(26
)
 
$
26

 
$
(145
)
 
$
(30
)
Income tax expense
—

 
—

 
—

 
—

 
(12
)
 
(12
)
Segment profit (loss)
$
(36
)
 
$
151

 
$
(26
)
 
$
26

 
$
(133
)
 
$
(18
)
Depreciation and amortization
$
40

 
$
4

 
$
6

 
$
13

 
$
5

 
$
68

Interest expense
—

 
—

 
—

 
19

 
56

 
75

Equity in income of non-consolidated affiliates
1

 
1

 
1

 
—

 
—

 
3

       Capital expenditures (B)
20

 
1

 
1

 
—

 
5

 
27


35



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


(in millions)
Truck
 
Parts
 
Global Operations
 
Financial
Services (A)
 
Corporate
and
Eliminations
 
Total
Nine Months Ended July 31, 2016
 
 
 
 
 
 
 
 
 
 
 
External sales and revenues, net
$
3,926

 
$
1,791

 
$
221

 
$
102

 
$
8

 
$
6,048

Intersegment sales and revenues
81

 
23

 
33

 
75

 
(212
)
 
—

Total sales and revenues, net
$
4,007

 
$
1,814

 
$
254

 
$
177

 
$
(204
)
 
$
6,048

Income (loss) from continuing operations attributable to NIC, net of tax
$
(128
)
 
$
478

 
$
(19
)
 
$
77

 
$
(471
)
 
$
(63
)
Income tax expense
—

 
—

 
—

 
—

 
(25
)
 
(25
)
Segment profit (loss)
$
(128
)
 
$
478

 
$
(19
)
 
$
77

 
$
(446
)
 
$
(38
)
Depreciation and amortization
$
92

 
$
10

 
$
13

 
$
37

 
$
12

 
$
164

Interest expense
—

 
—

 
—

 
59

 
187

 
246

Equity in income (loss) of non-consolidated affiliates
3

 
3

 
(3
)
 
—

 
—

 
3

Capital expenditures (B)
70

 
2

 
2

 
1

 
8

 
83

(in millions)
Truck
 
Parts
 
Global Operations
 
Financial
Services (A)
 
Corporate
and
Eliminations
 
Total
Nine Months Ended July 31, 2015
 
 
 
 
 
 
 
 
 
 
 
External sales and revenues, net
$
5,349

 
$
1,835

 
$
353

 
$
108

 
$
7

 
$
7,652

Intersegment sales and revenues
121

 
29

 
38

 
75

 
(263
)
 
—

Total sales and revenues, net
$
5,470

 
$
1,864

 
$
391

 
$
183

 
$
(256
)
 
$
7,652

Income (loss) from continuing operations attributable to NIC, net of tax
$
(105
)
 
$
429

 
$
(40
)
 
$
72

 
$
(492
)
 
$
(136
)
Income tax expense
—

 
—

 
—

 
—

 
(37
)
 
(37
)
Segment profit (loss)
$
(105
)
 
$
429

 
$
(40
)
 
$
72

 
$
(455
)
 
$
(99
)
Depreciation and amortization
$
139

 
$
11

 
$
18

 
$
37

 
$
16

 
$
221

Interest expense
—

 
—

 
—

 
57

 
170

 
227

Equity in income (loss) of non-consolidated affiliates
4

 
3

 
(1
)
 
—

 
—

 
6

       Capital expenditures (B)
58

 
1

 
4

 
2

 
7

 
72

(in millions)
Truck
 
Parts
 
Global Operations
 
Financial
Services
 
Corporate
and
Eliminations
 
Total
Segment assets, as of:
 
 
 
 
 
 
 
 
 
 
 
July 31, 2016
$
1,644

 
$
608

 
$
379

 
$
2,132

 
$
956

 
$
5,719

October 31, 2015
1,876

 
641

 
409

 
2,455

 
1,311

 
6,692

_________________________
(A)
Total sales and revenues in the Financial Services segment include interest revenues of $43 million and $127 million for the three and nine months ended July 31, 2016 , respectively, and $46 million and $135 million for the three and nine months ended July 31, 2015 , respectively.
(B)
Exclusive of purchases of equipment leased to others.

36



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


13. Stockholders' Deficit
Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss , net of tax, included in the Consolidated Statements of Stockholders' Deficit , consisted of the following:
(in millions)
Unrealized Gain on Marketable Securities
 
Foreign Currency Translation Adjustments
 
Defined Benefit Plans
 
Total
Balance as of April 30, 2016
$
1

 
$
(270
)
 
$
(2,267
)
 
$
(2,536
)
Other comprehensive loss before reclassifications
—

 
(10
)
 
—

 
(10
)
Amounts reclassified out of accumulated other comprehensive loss
—

 
—

 
34

 
34

Net current-period other comprehensive income (loss)
—

 
(10
)
 
34

 
24

Balance as of July 31, 2016
$
1

 
$
(280
)
 
$
(2,233
)
 
$
(2,512
)
(in millions)
Unrealized Gain on Marketable Securities
 
Foreign Currency Translation Adjustments
 
Defined Benefit Plans
 
Total
Balance as of October 31, 2015
$
1

 
$
(287
)
 
$
(2,315
)
 
$
(2,601
)
Other comprehensive income (loss) before reclassifications
—

 
7

 
(18
)
 
(11
)
Amounts reclassified out of accumulated other comprehensive loss
—

 
—

 
100

 
100

Net current-period other comprehensive income
—

 
7

 
82

 
89

Balance as of July 31, 2016
$
1

 
$
(280
)
 
$
(2,233
)
 
$
(2,512
)
(in millions)
Unrealized Gain on Marketable Securities
 
Foreign Currency Translation Adjustments
 
Defined Benefit Plans
 
Total
Balance as of April 30, 2015
$
1

 
$
(213
)
 
$
(2,072
)
 
$
(2,284
)
Other comprehensive loss before reclassifications
—

 
(47
)
 
—

 
(47
)
Amounts reclassified out of accumulated other comprehensive loss
—

 
—

 
33

 
33

Net current-period other comprehensive income (loss)
—

 
(47
)
 
33

 
(14
)
Balance as of July 31, 2015
$
1

 
$
(260
)
 
$
(2,039
)
 
$
(2,298
)
(in millions)
Unrealized Gain on Marketable Securities
 
Foreign Currency Translation Adjustments
 
Defined Benefit Plans
 
Total
Balance as of October 31, 2014
$
1

 
$
(127
)
 
$
(2,137
)
 
$
(2,263
)
Other comprehensive loss before reclassifications
—

 
(133
)
 
—

 
(133
)
Amounts reclassified out of accumulated other comprehensive loss
—

 
—

 
98

 
98

Net current-period other comprehensive income (loss)
—

 
(133
)
 
98

 
(35
)
Balance as of July 31, 2015
$
1

 
$
(260
)
 
$
(2,039
)
 
$
(2,298
)

37



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The following table displays the amounts reclassified from Accumulated other comprehensive loss and the affected line item in the Consolidated Statements of Operations:
 
 
 
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
 
 
Location in Consolidated
Statements of Operations
 
2016
 
2015
 
2016
 
2015
Defined benefit plans
 
 
 
 
 
 
 
 
 
 
Amortization of prior service benefit
 
Selling, general and administrative expenses
 
$
—

 
$
(1
)
 
$
(1
)
 
$
(3
)
Amortization of actuarial loss
 
Selling, general and administrative expenses
 
34

 
34

 
101

 
102

 
 
Total before tax
 
34

 
33

 
100

 
99

 
 
Income tax expense
 
—

 
—

 
—

 
(1
)
Total reclassifications for the period, net of tax
 
$
34

 
$
33

 
$
100

 
$
98

14. Earnings (Loss) Per Share Attributable to Navistar International Corporation
The following table presents the information used in the calculation of our basic and diluted earnings (loss) per share for continuing operations, discontinued operations, and net loss, all attributable to NIC in our Consolidated Statements of Operations :
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions, except per share data)
2016

2015
 
2016
 
2015
Numerator:
 
 
 
 
 
 
 
Amounts attributable to Navistar International Corporation common stockholders:
 
 
 
 
 
 
 
Loss from continuing operations, net of tax
$
(34
)
 
$
(30
)
 
$
(63
)
 
$
(136
)
Income from discontinued operations, net of tax
—

 
2

 
—

 
2

Net loss
$
(34
)
 
$
(28
)
 
$
(63
)
 
$
(134
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
81.7

 
81.6

 
81.7

 
81.5

Effect of dilutive securities
—

 
—

 
—

 
—

Diluted
81.7

 
81.6

 
81.7

 
81.5

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to Navistar International Corporation:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Continuing operations
$
(0.42
)
 
$
(0.37
)
 
$
(0.77
)
 
$
(1.67
)
Discontinued operations
—

 
0.03

 
—

 
0.03

Net loss
$
(0.42
)
 
$
(0.34
)
 
$
(0.77
)
 
$
(1.64
)
Diluted:


 


 
 
 
 
Continuing operations
$
(0.42
)
 
$
(0.37
)
 
$
(0.77
)
 
$
(1.67
)
Discontinued operations
—

 
0.03

 
—

 
0.03

Net loss
$
(0.42
)
 
$
(0.34
)
 
$
(0.77
)
 
$
(1.64
)
The conversion rate on our 4.50% senior subordinated convertible notes due 2018 ("2018 Convertible Notes") is 17.1233 shares of common stock per $1,000 principal amount of 2018 Convertible Notes, equivalent to an initial conversion price of approximately $58.40 per share of common stock. The 2018 Convertible Notes have an anti-dilutive effect when calculating diluted earnings per share when our average stock price is less than $58.40 .

38



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


The conversion rate on our 4.75% senior subordinated convertible notes due April 2019 ("2019 Convertible Notes") is 18.4946 shares of common stock per $1,000 principal amount of 2019 Convertible Notes, equivalent to an initial conversion price of approximately $54.07 per share of common stock. The 2019 Convertible Notes have an anti-dilutive effect when calculating diluted earnings per share when our average stock price is less than $54.07 .
The computation of diluted earnings per share also excludes outstanding options and other common stock equivalents in periods where inclusion of such potential common stock instruments would be anti-dilutive.
For the three and nine months ended July 31, 2016 and 2015 , no dilutive securities were included in the computation of diluted earnings per share because they would have been anti-dilutive due to the net loss attributable to NIC.
For the three and nine months ended July 31, 2016 , the aggregate shares not included were 15.2 million and 15.0 million , respectively.
For the three and nine months ended July 31, 2015 , the aggregate shares not included were 15.0 million and 16.0 million , respectively.
For the three and nine months ended July 31, 2016 and 2015 , the aggregate shares not included in the computation of earnings per share were primarily comprised of 3.4 million shares related to the 2018 Convertible Notes and 7.6 million shares related to the 2019 Convertible Notes.
15. Condensed Consolidating Guarantor and Non-guarantor Financial Information
The following tables set forth condensed consolidating balance sheets as of July 31, 2016 and October 31, 2015 , and condensed consolidating statements of operations and comprehensive income (loss) for the three and nine months ended July 31, 2016 and 2015 , and condensed consolidating statements of cash flows for the nine months ended July 31, 2016 and 2015 .
The information is presented as a result of Navistar, Inc.’s guarantee, exclusive of its subsidiaries, of NIC’s indebtedness under our 8.25% Senior Notes, due 2022, and obligations under our Loan Agreement related to the 6.5% Tax Exempt Bonds, due 2040. Navistar, Inc. is a direct wholly-owned subsidiary of NIC. None of NIC’s other subsidiaries guarantee any of these notes or bonds. The guarantees are "full and unconditional," as those terms are used in Regulation S-X Rule 3-10, except that the guarantees will be automatically released in certain customary circumstances, such as when the subsidiary is sold or all of the assets of the subsidiary are sold, the capital stock is sold, when the subsidiary is designated as an "unrestricted subsidiary" for purposes of the respective indentures for each of the 8.25% Senior Notes, due 2022, and the 6.5% Tax Exempt Bonds, due 2040, upon liquidation or dissolution of the subsidiary or upon legal or covenant defeasance, or satisfaction and discharge of the notes or bonds. Separate financial statements and other disclosures concerning Navistar, Inc. have not been presented because management believes that such information is not material to investors. Within this disclosure only, "NIC" includes the financial results of the parent company only, with all of its wholly-owned subsidiaries accounted for under the equity method. Likewise, "Navistar, Inc.," for purposes of this disclosure only, includes the consolidated financial results of its wholly-owned subsidiaries accounted for under the equity method and its operating units accounted for on a consolidated basis. "Non-Guarantor Subsidiaries" includes the combined financial results of all other non-guarantor subsidiaries. "Eliminations and Other" includes all eliminations and reclassifications to reconcile to the consolidated financial statements. NIC files a consolidated U.S. federal income tax return that includes Navistar, Inc. and its U.S. subsidiaries. Navistar, Inc. has a tax allocation agreement ("Tax Agreement") with NIC which requires Navistar, Inc. to compute its separate federal income tax liability and remit any resulting tax liability to NIC. Tax benefits that may arise from net operating losses of Navistar, Inc. are not refunded to Navistar, Inc. but may be used to offset future required tax payments under the Tax Agreement. The effect of the Tax Agreement is to allow NIC, the parent company, rather than Navistar, Inc., to utilize current U.S. taxable losses of Navistar, Inc. and all other direct or indirect subsidiaries of NIC.

39



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Statement of Operations for the Three Months Ended July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Sales and revenues, net
$
—

 
$
1,411

 
$
1,432

 
$
(757
)
 
$
2,086

Costs of products sold
—

 
1,276

 
1,216

 
(735
)
 
1,757

Restructuring charges
—

 
(1
)
 
6

 
—

 
5

Asset impairment charges
—

 
—

 
12

 
—

 
12

All other operating expenses (income)
18

 
197

 
131

 
(18
)
 
328

Total costs and expenses
18

 
1,472

 
1,365

 
(753
)
 
2,102

Equity in income (loss) of affiliates
(16
)
 
63

 
1

 
(46
)
 
2

Income (loss) before income taxes
(34
)
 
2

 
68

 
(50
)
 
(14
)
Income tax expense
—

 
(1
)
 
(13
)
 
—

 
(14
)
Earnings (loss) from continuing operations
(34
)
 
1

 
55

 
(50
)
 
(28
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
(34
)
 
1

 
55

 
(50
)
 
(28
)
Less: Net income attributable to non-controlling interests
—

 
—

 
6

 
—

 
6

Net income (loss) attributable to Navistar International Corporation
$
(34
)
 
$
1

 
$
49

 
$
(50
)
 
$
(34
)
Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Net income (loss)
$
(34
)
 
$
1

 
$
55

 
$
(50
)
 
$
(28
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
(10
)
 
—

 
(10
)
 
10

 
(10
)
Defined benefit plans (net of tax)
34

 
33

 
1

 
(34
)
 
34

Total other comprehensive income (loss)
24

 
33

 
(9
)
 
(24
)
 
24

Comprehensive income (loss)
(10
)
 
34

 
46

 
(74
)
 
(4
)
Less: Net income attributable to non-controlling interests
—

 
—

 
6

 
—

 
6

Total comprehensive income (loss) attributable to Navistar International Corporation
$
(10
)
 
$
34

 
$
40

 
$
(74
)
 
$
(10
)

40



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Statement of Operations for the Nine Months Ended July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Sales and revenues, net
$
—

 
$
4,455

 
$
4,055

 
$
(2,462
)
 
$
6,048

Costs of products sold
—

 
4,028

 
3,447

 
(2,407
)
 
5,068

Restructuring charges
—

 
3

 
8

 
—

 
11

Asset impairment charges
—

 
2

 
15

 
—

 
17

All other operating expenses (income)
75

 
643

 
305

 
(54
)
 
969

Total costs and expenses
75

 
4,676

 
3,775

 
(2,461
)
 
6,065

Equity in income (loss) of affiliates
12

 
118

 
—

 
(127
)
 
3

Income (loss) before income taxes
(63
)
 
(103
)
 
280

 
(128
)
 
(14
)
Income tax benefit (expense)
—

 
10

 
(35
)
 
—

 
(25
)
Earnings (loss) from continuing operations
(63
)
 
(93
)
 
245

 
(128
)
 
(39
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

 
—

Net income (loss)
(63
)
 
(93
)
 
245

 
(128
)
 
(39
)
Less: Net income attributable to non-controlling interests
—

 
—

 
24

 
—

 
24

Net income (loss) attributable to Navistar International Corporation
$
(63
)
 
$
(93
)
 
$
221

 
$
(128
)
 
$
(63
)
Condensed Consolidating Statement of Comprehensive Income (Loss) for the Nine Months Ended July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Net income (loss)
$
(63
)
 
$
(93
)
 
$
245

 
$
(128
)
 
$
(39
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
7

 
—

 
7

 
(7
)
 
7

Defined benefit plans (net of tax)
82

 
96

 
(14
)
 
(82
)
 
82

Total other comprehensive income (loss)
89

 
96

 
(7
)
 
(89
)
 
89

Comprehensive income (loss)
26

 
3

 
238

 
(217
)
 
50

Less: Net income attributable to non-controlling interests
—

 
—

 
24

 
—

 
24

Total comprehensive income (loss) attributable to Navistar International Corporation
$
26

 
$
3

 
$
214

 
$
(217
)
 
$
26



41



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Balance Sheet as of July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
197

 
$
85

 
$
265

 
$
—

 
$
547

Marketable securities
—

 
—

 
140

 
—

 
140

Restricted cash
16

 
3

 
162

 
—

 
181

Finance and other receivables, net
3

 
87

 
1,949

 
(109
)
 
1,930

Inventories
—

 
756

 
341

 
(13
)
 
1,084

Investments in non-consolidated affiliates
(7,577
)
 
6,278

 
56

 
1,303

 
60

Property and equipment, net
—

 
682

 
581

 
(6
)
 
1,257

Goodwill
—

 
—

 
38

 
—

 
38

Deferred taxes, net
—

 
15

 
138

 
—

 
153

Other
28

 
124

 
178

 
(1
)
 
329

Total assets
$
(7,333
)
 
$
8,030

 
$
3,848

 
$
1,174

 
$
5,719

Liabilities and stockholders’ equity (deficit)
 
 
 
 
 
 
 
 
 
Debt
$
1,983

 
$
1,123

 
$
1,961

 
$
(2
)
 
$
5,065

Postretirement benefits liabilities
—

 
2,797

 
201

 
—

 
2,998

Amounts due to (from) affiliates
(7,986
)
 
10,722

 
(2,905
)
 
169

 
—

Other liabilities
3,807

 
(119
)
 
(831
)
 
(67
)
 
2,790

Total liabilities
(2,196
)
 
14,523

 
(1,574
)
 
100

 
10,853

Stockholders’ equity attributable to non-controlling interest
—

 
—

 
3

 
—

 
3

Stockholders’ equity (deficit) attributable to Navistar International Corporation
(5,137
)
 
(6,493
)
 
5,419

 
1,074

 
(5,137
)
Total liabilities and stockholders’ equity (deficit)
$
(7,333
)
 
$
8,030

 
$
3,848

 
$
1,174

 
$
5,719


42



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Statement of Cash Flows for the Nine Months Ended July 31, 2016
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Net cash provided by (used in) operations
$
(372
)
 
$
(225
)
 
$
344

 
$
239

 
$
(14
)
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
—

 
4

 
(68
)
 
—

 
(64
)
Net sales (purchases) of marketable securities
113

 
—

 
(94
)
 
—

 
19

Capital expenditures and purchase of equipment leased to others
—

 
(56
)
 
(121
)
 
—

 
(177
)
Other investing activities
—

 
—

 
55

 
—

 
55

Net cash provided by (used in) investing activities
113

 
(52
)
 
(228
)
 
—

 
(167
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) of debt
—

 
263

 
(151
)
 
(319
)
 
(207
)
Other financing activities
—

 
18

 
(108
)
 
80

 
(10
)
Net cash provided by (used in) financing activities
—

 
281

 
(259
)
 
(239
)
 
(217
)
Effect of exchange rate changes on cash and cash equivalents
—

 
—

 
33

 
—

 
33

Increase (decrease) in cash and cash equivalents
(259
)
 
4

 
(110
)
 
—

 
(365
)
Cash and cash equivalents at beginning of the period
456

 
81

 
375

 
—

 
912

Cash and cash equivalents at end of the period
$
197

 
$
85

 
$
265

 
$
—

 
$
547


Condensed Consolidating Statement of Operations for the Three Months Ended July 31, 2015
(in millions)
NIC

Navistar, Inc.

Non-Guarantor Subsidiaries

Eliminations and Other

Consolidated
Sales and revenues, net
$
—


$
1,892


$
1,875


$
(1,229
)

$
2,538

Costs of products sold
—


1,752


1,627


(1,207
)

2,172

Restructuring charges
—


5


8


—


13

Asset impairment charges
—


—


7


—


7

All other operating expenses (income)
12


262


102


(16
)

360

Total costs and expenses
12


2,019


1,744


(1,223
)

2,552

Equity in income (loss) of affiliates
(16
)

76


2


(59
)

3

Income (loss) before income taxes
(28
)

(51
)

133


(65
)

(11
)
Income tax expense
—


(1
)

(11
)

—


(12
)
Earnings (loss) from continuing operations
(28
)

(52
)

122


(65
)

(23
)
Income from discontinued operations, net of tax
—


—


2


—


2

Net income (loss)
(28
)

(52
)

124


(65
)

(21
)
Less: Net income attributable to non-controlling interests
—


—


7


—


7

Net income (loss) attributable to Navistar International Corporation
$
(28
)

$
(52
)

$
117


$
(65
)

$
(28
)

43



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended July 31, 2015
(in millions)
NIC

Navistar, Inc.

Non-Guarantor Subsidiaries

Eliminations and Other

Consolidated
Net income (loss)
$
(28
)
 
$
(52
)
 
$
124

 
$
(65
)
 
$
(21
)
Other comprehensive income (loss):













Foreign currency translation adjustment
(47
)

—


(47
)

47


(47
)
Defined benefit plans (net of tax)
33


8


25


(33
)

33

Total other comprehensive income (loss)
(14
)

8


(22
)

14


(14
)
Comprehensive income (loss)
(42
)
 
(44
)
 
102

 
(51
)
 
(35
)
Less: Net income attributable to non-controlling interests
—

 
—

 
7

 
—

 
7

Total comprehensive income (loss) attributable to Navistar International Corporation
$
(42
)

$
(44
)

$
95


$
(51
)

$
(42
)
Condensed Consolidating Statement of Operations for the Nine Months Ended July 31, 2015
(in millions)
NIC
 
Navistar, Inc.
 
Non-Guarantor Subsidiaries
 
Eliminations and Other
 
Consolidated
Sales and revenues, net
$
—

 
$
5,511

 
$
5,586

 
$
(3,445
)
 
$
7,652

Costs of products sold
—

 
5,025

 
4,932

 
(3,380
)
 
6,577

Restructuring charges
—

 
8

 
14

 
—

 
22

Asset impairment charges
—

 
8

 
7

 
—

 
15

All other operating expenses (income)
62

 
808

 
306

 
(56
)
 
1,120

Total costs and expenses
62

 
5,849

 
5,259

 
(3,436
)
 
7,734

Equity in income (loss) of affiliates
(72
)
 
155

 
3

 
(80
)
 
6

Income (loss) before income taxes
(134
)
 
(183
)
 
330

 
(89
)
 
(76
)
Income tax expense
—

 
(3
)
 
(34
)
 
—

 
(37
)
Earnings (loss) from continuing operations
(134
)
 
(186
)
 
296

 
(89
)
 
(113
)
Income from discontinued operations, net of tax
—

 
—

 
2

 
—

 
2

Net income (loss)
(134
)
 
(186
)
 
298

 
(89
)
 
(111
)
Less: Net income attributable to non-controlling interests
—

 
—

 
23

 
—

 
23

Net income (loss) attributable to Navistar International Corporation
$
(134
)
 
$
(186
)
 
$
275

 
$
(89
)
 
$
(134
)
Condensed Consolidating Statement of Comprehensive Income (Loss) for the Nine Months Ended July 31, 2015
(in millions)
NIC
 
Navistar, Inc.
 
Non-Guarantor Subsidiaries
 
Eliminations and Other
 
Consolidated
Net income (loss)
$
(134
)
 
$
(186
)
 
$
298

 
$
(89
)
 
$
(111
)
Other comprehensive income (loss):


 


 


 


 

Foreign currency translation adjustment
(133
)
 
—

 
(133
)
 
133

 
(133
)
Defined benefit plans (net of tax)
98

 
70

 
28

 
(98
)
 
98

Total other comprehensive income (loss)
(35
)
 
70

 
(105
)
 
35

 
(35
)
Comprehensive income (loss)
(169
)
 
(116
)
 
193

 
(54
)
 
(146
)
Less: Net income attributable to non-controlling interests
—

 
—

 
23

 
—

 
23

Total comprehensive income (loss) attributable to Navistar International Corporation
$
(169
)
 
$
(116
)
 
$
170

 
$
(54
)
 
$
(169
)



44



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Balance Sheet as of October 31, 2015
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
456

 
$
81

 
$
375

 
$
—

 
$
912

Marketable securities
112

 
—

 
47

 
—

 
159

Restricted cash
16

 
7

 
98

 
—

 
121

Finance and other receivables, net
1

 
99

 
2,440

 
(103
)
 
2,437

Inventories
—

 
809

 
342

 
(16
)
 
1,135

Investments in non-consolidated affiliates
(7,679
)
 
6,204

 
64

 
1,477

 
66

Property and equipment, net
—

 
737

 
616

 
(8
)
 
1,345

Goodwill
—

 
—

 
38

 
—

 
38

Deferred taxes, net
7

 
20

 
137

 
—

 
164

Other
33

 
128

 
155

 
(1
)
 
315

Total assets
$
(7,054
)
 
$
8,085

 
$
4,312

 
$
1,349

 
$
6,692

Liabilities and stockholders’ equity (deficit)
 
 
 
 
 
 
 
 
 
Debt
$
1,971

 
$
1,180

 
$
2,151

 
$
(4
)
 
$
5,298

Postretirement benefits liabilities
—

 
2,909

 
179

 
—

 
3,088

Amounts due to (from) affiliates
(7,574
)
 
10,280

 
(2,879
)
 
173

 
—

Other liabilities
3,716

 
207

 
(388
)
 
(69
)
 
3,466

Total liabilities
(1,887
)
 
14,576

 
(937
)
 
100

 
11,852

Stockholders’ equity attributable to non-controlling interest
—

 
—

 
7

 
—

 
7

Stockholders’ equity (deficit) attributable to Navistar International Corporation
(5,167
)
 
(6,491
)
 
5,242

 
1,249

 
(5,167
)
Total liabilities and stockholders’ equity (deficit)
$
(7,054
)
 
$
8,085

 
$
4,312

 
$
1,349

 
$
6,692


45



Navistar International Corporation and Subsidiaries
Notes to Consolidated Financial Statements—(Continued)
(Unaudited)


Condensed Consolidating Statement of Cash Flows for the Nine Months Ended July 31, 2015
(in millions)
NIC
 
Navistar,
Inc.
 
Non-Guarantor
Subsidiaries
 
Eliminations
and Other
 
Consolidated
Net cash provided by (used in) operations
$
(106
)
 
$
282

 
$
62

 
$
(252
)
 
$
(14
)
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
Net change in restricted cash and cash equivalents
1

 
1

 
(194
)
 
—

 
(192
)
Net sales of marketable securities
230

 
—

 
82

 
—

 
312

Capital expenditures and purchase of equipment leased to others
—

 
(52
)
 
(78
)
 
—

 
(130
)
Other investing activities
—

 
3

 
12

 
—

 
15

Net cash provided by (used in) investing activities
231

 
(48
)
 
(178
)
 
—

 
5

Cash flows from financing activities
 
 
 
 
 
 
 
 
 
Net borrowings (repayments) of debt
—

 
(189
)
 
176

 
126

 
113

Other financing activities
—

 
(54
)
 
(99
)
 
126

 
(27
)
Net cash provided by (used in) financing activities
—

 
(243
)
 
77

 
252

 
86

Effect of exchange rate changes on cash and cash equivalents
—

 
—

 
(27
)
 
—

 
(27
)
Increase (decrease) in cash and cash equivalents
125

 
(9
)
 
(66
)
 
—

 
50

Cash and cash equivalents at beginning of the period
101

 
53

 
343

 
—

 
497

Cash and cash equivalents at end of the period
$
226

 
$
44

 
$
277

 
$
—

 
$
547

16. Subsequent Events
On September 5, 2016, NIC and Volkswagen Truck & Bus GmbH (“VW T&B”) entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the Company will issue and VW T&B will purchase an estimated 19.9% stake ( 16.6% on a pro forma basis) in the Company (the “Share Issuance”), and a Stockholder Agreement ("Stockholder Agreement"), which governs the rights and obligations of the parties in connection with the share issuance. The Board of Directors of the Company has approved the share issuance for purposes of Section 203 of the Delaware General Corporation Law (“DGCL”) and the Company and VW T&B have entered into an agreement which permits VW T&B to acquire up to 20% of the Company without triggering the restrictions that would otherwise be imposed under Section 203 of the DGCL. VW T&B will also designate two people who are approved by the Company to be appointed to Navistar's Board of Directors. Subject to the terms and conditions set forth in the Stock Purchase Agreement, at the closing, the Company will issue to VW T&B 16.2 million shares of common stock of the Company for a purchase price of $15.76 per share and an aggregate purchase amount of $256 million .
In addition to the agreements governing the Share Issuance, the Company’s operating subsidiary, Navistar, Inc. concurrently entered into a Framework Agreement Concerning Technology Licensing and Supply (the “License and Supply Framework Agreement”) and a Procurement JV Framework Agreement (the “Procurement JV Framework Agreement”) with VW T&B. Pursuant to the License and Supply Framework Agreement, the parties have agreed to use commercially reasonable efforts to enter into certain individual contracts in respect of the licensing and supply of certain engines and technologies, conduct feasibility studies in order to investigate the feasibility of sharing certain technologies and begin good faith discussions on possible collaboration with respect to certain powertrain combinations and other strategic initiatives. Under the Procurement JV Framework Agreement, the parties intend to form a sourcing joint venture entity to make recommendations for sourcing to the parties. Each party will make final sourcing decisions considering recommendations made by the Procurement JV.
The closing of the Stock Purchase Agreement is subject to certain regulatory approvals, the finalization of the definitive agreements governing the procurement joint venture and the finalization of the first definitive contract under the License and Supply Framework Agreement, among other customary closing conditions.




46




Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide information that is supplemental to, and should be read together with, our consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended October 31, 2015 . Information in MD&A is intended to assist the reader in obtaining an understanding of (i) our consolidated financial statements, (ii) the changes in certain key items within those financial statements from year-to-year, (iii) the primary factors that contributed to those changes, (iv) any changes in known trends or uncertainties from items disclosed within the MD&A of our Annual Report on Form 10-K for the year ended October 31, 2015 that we are aware of and that may have a material effect on our future performance, and (v) how certain accounting principles affect our consolidated financial statements. In addition, MD&A provides information about our business segments and how the results of those segments impact our results of operations and financial condition as a whole. Operating results for interim reporting periods are not necessarily indicative of annual operating results.
Executive Overview
Navistar is an international manufacturer of International ® brand commercial and military trucks, proprietary brand diesel engines, and IC Bus™ ("IC") brand school and commercial buses, as well as a provider of service parts for trucks and diesel engines. Our core business is conducted in the North American truck and parts markets, where we principally participate in the U.S. and Canada school bus and Class 6 through 8 medium and heavy truck markets (our "Core" markets). We also provide retail, wholesale, and lease financing services for our trucks and parts.
Third Quarter Summary
During the third quarter of 2016 , we continued to focus on our strategy which includes: implementing our customer-centric strategy, completing new product launches, improving financial performance, reducing costs, improving capacity utilization, and increasing profitable market share. We believe our strategy will enable us to improve our sales and market share, as well as to add value to our customers.
We continue to focus on our Core markets. On February 1, 2016 we launched the International® HX™ Series, the first in a series of new product launches. The HX™ is a Class 8 premium vocational truck designed to deliver the strength and durability required for the severe service industry.
On May 16, 2016, we extended our relationship with General Motors Company ("GM") when we signed a long-term agreement to manufacture GM's G Van cutaway models at our Springfield, Ohio assembly plant. Production is to begin in the first calendar quarter of 2017. As previously announced, in August 2015, Navistar and GM signed a co-development agreement to build and sell a new line of Class 4/5 commercial vehicles. These new trucks will also be built in Springfield, Ohio starting in the first half of 2018 and will be distributed separately through GM and Navistar dealer networks.
We also continue to evaluate our portfolio of assets, with the purpose of closing or divesting non-strategic businesses and identifying opportunities to restructure our business and rationalize our Manufacturing operations to optimize our cost structure. In February 2016, we sold Pure Power Technologies, a components business focused on air and fuel systems. Additionally, on August 19, 2016, we sold our engine and foundry facilities in Indianapolis, Indiana for an immaterial amount.
On September 5, 2016, we entered into a strategic alliance with VW T&B, which includes an equity investment in the Company by VW T&B pursuant to the Stock Purchase Agreement, as well as the License and Supply Framework Agreement and the Procurement JV Framework Agreement. Pursuant to the Stock Purchase Agreement, the Company will issue and VW T&B will purchase an estimated 19.9% stake ( 16.6% on a pro forma basis) in the Company, and the Company and VW T&B also entered into the Stockholder Agreement which governs the rights and obligations of the parties in connection with the Share Issuance. As part of the equity investment, VW T&B will acquire 16.2 million newly issued shares in the Company and will pay $256 million at $15.76 per share.
Pursuant to the License and Supply Framework Agreement, the parties have agreed to use commercially reasonable efforts to enter into certain individual contracts in respect of the licensing and supply of certain engines and technologies, conduct feasibility studies in order to investigate the feasibility of sharing certain technologies and begin good faith discussions on possible collaboration with respect to certain powertrain combinations and other strategic initiatives. Under the Procurement JV Framework Agreement, the parties intend to form a sourcing joint venture entity to make recommendations for sourcing to the parties. Each party will make final sourcing decisions considering recommendations made by the Procurement JV.
The closing of the Stock Purchase Agreement is subject to certain regulatory approvals, the finalization of the definitive agreements governing the procurement joint venture and the finalization of the first definitive contract under the License and Supply Framework Agreement, among other customary closing conditions.

47




Financial Summary
Continuing Operations Results — In the third quarter of 2016 , our consolidated net sales and revenues were $2.1 billion , down 18% compared to the prior year quarter. In the first nine months of 2016 , our consolidated net sales and revenues were $6.0 billion , down 21% compared to the first nine months of 2015 . The decreases primarily reflect lower sales from our Truck segment.
In the third quarter and first nine months of 2016 , we incurred a loss from continuing operations before income taxes of $14 million , for both periods, compared to a loss from continuing operations of $11 million and $76 million in the respective periods in the prior year. The decline in the third quarter of 2016 compared to the prior year period was primarily driven by higher adjustments to pre-existing warranties, market pressures in Mexico, and lower used truck margins, partially offset by lower structural costs of $32 million and improved product margin in our Core markets. The improvement in the first nine months of 2016 compared to the prior year period was driven by lower structural costs of $145 million , improved product margin in our Core markets, and improved Other income, partially offset by higher adjustments to pre-existing warranties, market pressures in Mexico, lower used truck margins, and an increase in our used truck reserves. Our gross used truck inventory increased to approximately $430 million at July 31, 2016 from $390 million at October 31, 2015 (offset by reserves of $166 million and $110 million , at the respective dates) due, in part, to an increase in used truck receipts coupled with a decrease in used truck sales. We continue to seek alternative channels to sell our used trucks, including certain export markets which have resulted in a lower price point as compared to our domestic channels.
In the third quarter of 2016 , consolidated net income from continuing operations attributable to NIC, before manufacturing interest, taxes, depreciation and amortization expenses (“EBITDA”) was $96 million , compared to EBITDA of $106 million for the comparable period in 2015 . After excluding net charges of $36 million and $23 million in the third quarters of 2016 and 2015 , respectively, Adjusted EBITDA was $132 million in the third quarter of 2016 compared to $129 million in the comparable period in 2015 . In the first nine months of 2016 and 2015 , EBITDA was $313 million and $292 million , respectively. After excluding a net charge of $83 million and a net benefit of $7 million in the first nine months of 2016 and 2015 , respectively, Adjusted EBITDA was $396 million and $285 million in the first nine months of 2016 and 2015 , respectively. EBITDA and Adjusted EBITDA are not determined in accordance with U.S. GAAP, nor are they presented as alternatives to U.S. GAAP measures. For more information regarding this non-GAAP financial information, see Consolidated EBITDA and Adjusted EBITDA .
In the third quarter and first nine months of 2016 , we recognized income tax expense from continuing operations of $14 million and $25 million , respectively, compared to income tax expense of $12 million and $37 million in the respective prior year periods. The difference in the income tax expense in the first nine months of 2016 compared to the first nine months of 2015 was primarily due to the $13 million income tax benefit from the release of the valuation allowance on U.S. AMT credits in the first quarter of 2016.
In the third quarter and first nine months of 2016 , after income taxes, the loss from continuing operations attributable to NIC was $34 million and $63 million , or $0.42 and $0.77 per diluted share, respectively. In the third quarter and first nine months of 2015, after income taxes, the loss from continuing operations attributable to NIC was $30 million and $136 million , or $0.37 and $1.67 per diluted share, respectively.
We ended the third quarter of 2016 with $687 million of consolidated cash, cash equivalents, and marketable securities, compared to $1.1 billion as of October 31, 2015 . The decrease in consolidated cash, cash equivalents, and marketable securities was primarily attributable to decreases in accounts payable and other current and noncurrent liabilities, repayment of short-term and long-term debt, and payments for capital expenditures, partially offset by collections of accounts and finance receivables, a decrease in inventories, and proceeds received from the sale of property and equipment.

48




Results of Continuing Operations
The following information summarizes our Consolidated Statements of Operations and illustrates the key financial indicators used to assess our consolidated financial results.
Results of Operations for the three and nine months ended July 31, 2016 as compared to the three and nine months ended July 31, 2015
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except per share data and % change)
2016
 
2015
 
Change
 
% Change
 
2016

2015
 
Change
 
% Change
Sales and revenues, net
$
2,086

 
$
2,538

 
$
(452
)
 
(18
)%
 
$
6,048

 
$
7,652

 
$
(1,604
)
 
(21
)%
Costs of products sold
1,757

 
2,172

 
(415
)
 
(19
)%
 
5,068

 
6,577

 
(1,509
)
 
(23
)%
Restructuring charges
5

 
13

 
(8
)
 
(62
)%
 
11

 
22

 
(11
)
 
(50
)%
Asset impairment charges
12

 
7

 
5

 
71
 %
 
17

 
15

 
2

 
13
 %
Selling, general and administrative expenses
197

 
220

 
(23
)
 
(10
)%
 
604

 
704

 
(100
)
 
(14
)%
Engineering and product development costs
62

 
71

 
(9
)
 
(13
)%
 
181

 
226

 
(45
)
 
(20
)%
Interest expense
84

 
75

 
9

 
12
 %
 
246

 
227

 
19

 
8
 %
Other income, net
(15
)
 
(6
)
 
(9
)
 
N.M.

 
(62
)
 
(37
)
 
(25
)
 
68
 %
Total costs and expenses
2,102

 
2,552

 
(450
)
 
(18
)%
 
6,065

 
7,734

 
(1,669
)
 
(22
)%
Equity in income of non-consolidated affiliates
2

 
3

 
(1
)
 
(33
)%
 
3

 
6

 
(3
)
 
(50
)%
Loss from continuing operations before income taxes
(14
)
 
(11
)
 
(3
)
 
27
 %
 
(14
)
 
(76
)
 
62

 
(82
)%
Income tax expense
(14
)
 
(12
)
 
(2
)
 
17
 %
 
(25
)
 
(37
)
 
12

 
(32
)%
Loss from continuing operations
(28
)
 
(23
)
 
(5
)
 
22
 %
 
(39
)
 
(113
)
 
74

 
(65
)%
Less: Net income attributable to non-controlling interests
6

 
7

 
(1
)
 
(14
)%
 
24

 
23

 
1

 
4
 %
Loss from continuing operations (A)
(34
)
 
(30
)
 
(4
)
 
13
 %
 
(63
)
 
(136
)
 
73

 
(54
)%
Income from discontinued operations, net of tax
—

 
2

 
(2
)
 
N.M.

 
—

 
2

 
(2
)
 
N.M.

Net loss (A)
$
(34
)
 
$
(28
)
 
$
(6
)
 
21
 %
 
$
(63
)
 
$
(134
)
 
$
71

 
(53
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per share: (A)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
(0.42
)
 
$
(0.37
)
 
$
(0.05
)
 
14
 %
 
$
(0.77
)
 
$
(1.67
)
 
$
0.90

 
(54
)%
Discontinued operations
—

 
0.03

 
(0.03
)
 
N.M.

 
—

 
0.03

 
(0.03
)
 
N.M.

 
$
(0.42
)
 
$
(0.34
)
 
$
(0.08
)
 
24
 %
 
$
(0.77
)
 
$
(1.64
)
 
$
0.87

 
(53
)%
Diluted weighted average shares outstanding
81.7

 
81.6

 
0.1

 
—
 %
 
81.7

 
81.5

 
0.2

 
—
 %
_________________________
N.M.
Not meaningful.
(A)
Amounts attributable to NIC.

49




Sales and revenues, net
Our sales and revenues, net, are principally generated via sales of products and services. Sales and revenues, net in our Consolidated Statements of Operations, by reporting segment were as follows:
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except % change)
2016
 
2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
Truck
$
1,395


$
1,834

 
$
(439
)
 
(24
)%
 
$
4,007

 
$
5,470

 
$
(1,463
)
 
(27
)%
Parts
597


625

 
(28
)
 
(4
)%
 
1,814

 
1,864

 
(50
)
 
(3
)%
Global Operations
85


109

 
(24
)
 
(22
)%
 
254

 
391

 
(137
)
 
(35
)%
Financial Services
60


63

 
(3
)
 
(5
)%
 
177

 
183

 
(6
)
 
(3
)%
Corporate and Eliminations
(51
)
 
(93
)
 
42

 
(45
)%
 
(204
)
 
(256
)
 
52

 
(20
)%
Total
$
2,086

 
$
2,538

 
$
(452
)
 
(18
)%
 
$
6,048

 
$
7,652

 
$
(1,604
)
 
(21
)%
In the third quarter of 2016 , the Truck segment net sales decreased $439 million , or 24% , due to lower Core truck volumes, a decline in our export truck volumes, the impact of a shift in product mix in our Core markets, and lower used truck revenue. Chargeouts from our Core markets were down 23% , which is reflective of lower market share and Class 8 industry volumes. In the first nine months of 2016 , the Truck segment net sales decreased $1.5 billion , or 27% , primarily due to lower Core truck volumes, the cessation of BDT sales, a decline in our export truck volumes, the impact of a shift in product mix in our Core markets, and lower used truck revenue. Chargeouts from our Core markets were down 19% , which is reflective of lower market share and Class 8 industry volumes.
In the third quarter and first nine months of 2016, the Parts segment net sales decreased by $28 million and $50 million , or 4% and 3% , respectively, primarily due to lower volumes, unfavorable movements in foreign currency exchange rates, and market pressures, primarily in Canada and Mexico, partially offset by enhanced retail programs in our U.S. market. Additionally, in the first nine months of 2016, segment results decreased due to an expected decline in BDP net sales driven by a decrease of units in operation as units age.
The Global Operations segment net sales decrease of $24 million and $137 million , or 22% and 35% , in the third quarter and first nine months of 2016 , respectively, was primarily due to lower volumes in our South American engine operations due to the economic downturn in Brazil as well as unfavorable movements in foreign currency exchange rates.
In the third quarter and first nine months of 2016 , the Financial Services segment net revenues decreased by $3 million and $6 million , or 5% and 3% , respectively, primarily due to lower overall finance receivable balances and unfavorable movements in foreign currency exchange rates in our Mexican portfolio. The decrease for the first nine months of 2016 is partially offset by higher revenues from operating leases.
Costs of products sold
In the third quarter and first nine months of 2016 , Costs of products sold decreased by $415 million and $1.5 billion , respectively, reflecting the impact of lower volumes, improved purchasing costs in our Core markets, and the impact of a shift in product mix in our Core markets, partially offset by higher adjustments to pre-existing warranties. Additionally, in the first nine months of 2016, Costs of products sold decreased due to the cessation of BDT sales and an increase in used truck reserves. In the third quarter and first nine months of 2016 , we recognized charges for adjustments to pre-existing warranties of $19 million and $70 million , respectively, compared to a charge for adjustments to pre-existing warranties of $3 million and a benefit for adjustments to pre-existing warranties of $36 million in the respective prior year periods. The charges in 2016 primarily relate to increases in both claim frequency and cost of repair across both the Medium Duty and Big Bore engine families. These charges increase the reserve for Navistar’s standard warranty obligations as well as the loss positions related to our Big Bore extended service contracts. For more information on our estimated warranty obligations, see Note 1, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements.
Restructuring Charges
We recognized restructuring charges of $5 million and $11 million in the third quarter and first nine months of 2016 , respectively, compared to $13 million and $22 million in the comparable prior year periods. In the third quarter of 2016, we recognized charges of $5 million related to the 2011 closure of our Chatham, Ontario plant, based on a ruling received from the Financial Services Tribunal in Ontario, Canada. In the third quarter of 2015, we incurred restructuring charges of $13 million related to cost reduction actions, including a reduction-in-force in the U.S. and Brazil. For more information, see Note 3, Restructuring and Impairments , to the accompanying consolidated financial statements.

50




Selling, general and administrative expenses
The Selling, general and administrative ("SG&A") expense decreases of $23 million and $100 million , in the third quarter and first nine months of 2016 , respectively, are primarily due to the impact of our cost-reduction initiatives.
In the fourth quarter of 2015, we offered the majority of our U.S.-based non-represented salaried employees the opportunity to apply for a voluntary separation program. In the third quarter of 2015, we used attrition and an involuntary reduction in force to eliminate additional positions. In addition to these actions in the U.S., our Brazilian operations continued to restructure its business through various actions including utilization of an involuntary reduction in force to eliminate positions. As a result of these actions, we have realized year-over-year savings. For more information on these initiatives, see Note 2, Restructurings and Impairments , to the accompanying consolidated financial statements.
Engineering and product development costs
The Engineering and product development cost decrease s of $9 million and $45 million , in the third quarter and first nine months of 2016 , respectively, were primarily driven by our efforts to focus spending on our Core markets while putting less emphasis on engine development. Engineering spend is targeted at programs that will reduce cost, improve uptime for our customers, grow market share and allow us to meet new emissions standards in 2017. Over the next two years, we expect to introduce new vehicles across our entire product line.
Interest expense
In the third quarter and first nine months of 2016 , interest expense increased $9 million and $19 million , respectively, compared to the comparable prior year periods, primarily driven by the refinancing of our Amended Term Loan Credit Facility with a Senior Secured Term Loan Credit Facility in August 2015.
Other income, net
We recognized Other income of $15 million and $62 million in the third quarter and first nine months of 2016 , respectively, compared to $6 million and $37 million in the comparable prior year periods. The increase in Other income in the first nine months of 2016 is primarily driven by the recognition of IP license income of $13 million in the third quarter of 2016, deferred income for an IP license of $19 million in the second quarter of 2016, and a $15 million one-time fee received from a third party in the first quarter of 2016 , partially offset by the non-recurring gain of $14 million related to the settlement of a customer dispute recorded in the second quarter of the prior year.
Income tax expense
In the third quarter and first nine months of 2016 , we recognized income tax expense from continuing operations of $14 million and $25 million , respectively, compared to $12 million and $37 million in the comparable prior year periods. The decrease in income tax expense in the first nine months of 2016 is primarily due to the $13 million income tax benefit, recorded in the first quarter of 2016, from the release of the valuation allowance on U.S. AMT credits as well as the effects of changes in geographical mix and certain discrete items. The release of the valuation allowance on U.S. AMT credits is the result of new tax legislation, which allows us to forego bonus depreciation in exchange for refunds of previously paid AMT. Other income taxes attributable to U.S. operations in both periods were limited to current state income taxes, and the effect of discrete items, due to the valuation allowances on most of our U.S. deferred tax assets.
At October 31, 2015 , we had $2.6 billion of U.S. federal net operating loss carryforwards and $252 million of federal tax credit carryforwards. We expect our cash payments of U.S. taxes will be minimal for as long as we are able to offset our U.S. taxable income by these U.S. net operating losses and tax credits, which have carryforward periods of up to 20 years. We also have U.S. state and foreign net operating losses that are available to reduce cash payments of U.S. state and foreign taxes in future periods. We maintain valuation allowances on most of our U.S. and certain foreign deferred tax assets because it is more likely than not that those deferred tax assets will not be realized. It is reasonably possible within the next twelve months that an additional valuation allowance may be required on certain foreign deferred tax assets. For more information, see Note 8, Income Taxes , to the accompanying consolidated financial statements.
Net income attributable to non-controlling interests
Net income attributable to non-controlling interests is the result of our consolidation of subsidiaries that we do not wholly own. Substantially all of our net income attributable to non-controlling interests in 2016 and 2015 relates to Ford's non-controlling interest in BDP.

51




Segment Results of Continuing Operations
We define segment profit (loss) as net income (loss) from continuing operations attributable to NIC excluding income tax benefit (expense). The following sections analyze operating results as they relate to our four segments and do not include intersegment eliminations. For additional information concerning our segments, see Note 12, Segment Reporting , to the accompanying consolidated financial statements.
Truck Segment
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except % change)
2016
 
2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
Truck segment sales, net
$
1,395

 
$
1,834

 
$
(439
)
 
(24
)%
 
$
4,007

 
$
5,470

 
$
(1,463
)
 
(27
)%
Truck segment loss
(54
)
 
(36
)
 
(18
)
 
50
 %
 
(128
)
 
(105
)
 
(23
)
 
22
 %
Segment revenue
In the third quarter of 2016, the Truck segment net sales decreased $439 million , or 24% , due to lower Core truck volumes, a decline in our export truck volumes, the impact of a shift in product mix in our Core markets, and lower used truck revenue. Truck chargeouts from our Core markets were down 23% , which is reflective of lower market share and Class 8 industry volumes. The decline represents an 8% decrease in Class 6 and 7 medium trucks, a 46% decrease in Class 8 heavy trucks, and a 32% decrease in Class 8 severe service trucks, partially offset by an 11% increase in school buses.
In the first nine months of 2016, the Truck segment net sales decreased $1.5 billion , or 27% , primarily due to lower Core truck volumes, the cessation of BDT sales, a decline in our export truck volumes, the impact of a shift in product mix in our Core markets, and lower used truck revenue. Truck chargeouts from our Core markets were down 19% , which is reflective of lower market share and Class 8 industry volumes. The decline represents a 6% decrease in Class 6 and 7 medium trucks, a 36% decrease in Class 8 heavy trucks, and a 23% decrease in Class 8 severe service trucks.
Segment loss
In the third quarter and first nine months of 2016 , the Truck segment loss increased by $18 million and $23 million , or 50% and 22% , respectively. The increase in segment loss was primarily driven by higher adjustments to pre-existing warranties and lower used truck margins, partially offset by improved SG&A and Engineering costs, the impact of a shift in product mix in our Core markets, improved purchasing costs, and lower accelerated depreciation charges. Additionally, in the nine months of 2016, segment results were impacted by an increase in our used truck reserve of $51 million, which was partially offset by an increase in Other income.
SG&A expenses and Engineering and product development costs continued to decline in 2016. The lower SG&A expenses reflect the impact of our cost-reduction initiatives. The lower Engineering and product development costs were primarily due to our efforts to focus spending on our Core markets while placing less emphasis on engine development. Engineering spend is targeted at programs that will reduce cost, improve uptime for our customers, grow market share and allow us to meet new emissions standards in 2017. Over the next two years, we expect to introduce new vehicles across our entire product line.
The Truck segment also realized certain other improvements. The segment incurred lower accelerated depreciation charges for certain assets related to foundry and engine facilities by $3 million and $26 million in the third quarter and first nine months of 2016, respectively, compared to the comparable prior year periods. For more information, see Note 2, Restructurings and Impairments , to the accompanying consolidated financial statements. Additionally, in the first quarter of 2016, we recorded a $15 million one-time fee received from a third party; in the second quarter of 2016, we recognized deferred income for an IP license of $19 million ; and in the third quarter of 2016, we recognized $13 million of IP license income in Other income, net .
Offsetting these factors are higher adjustments to pre-existing warranties. In the third quarter and first nine months of 2016, the Truck segment recorded charges for adjustments to pre-existing warranties of $19 million and $70 million , respectively, compared to charges for adjustments to pre-existing warranties of $3 million and a benefit for adjustments to pre-existing warranties of $33 million , respectively, in the comparable prior year periods. These charges in 2016 primarily relate to increases in both claim frequency and cost of repair across both the Medium Duty and Big Bore engine families. These charges increase the reserve for our standard warranty obligations as well as the loss positions related to our Big Bore extended service contracts.

52




Parts Segment
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except % change)
2016
 
2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
Parts segment sales, net
$
597

 
$
625

 
$
(28
)
 
(4
)%
 
$
1,814

 
$
1,864

 
$
(50
)
 
(3
)%
Parts segment profit
152

 
151

 
1

 
1
 %
 
478

 
429

 
49

 
11
 %
Segment revenue
In the third quarter and first nine months of 2016 , the Parts segment net sales decreased by $28 million and $50 million , or 4% and 3% , respectively, primarily due to lower volumes, unfavorable movements in foreign currency exchange rates, and market pressures, primarily in Canada and Mexico, partially offset by enhanced retail programs in our U.S. market. Additionally, in the first nine months of 2016, segment results decreased due to an expected decline in BDP net sales driven by a decrease of units in operation as units age.
Segment profit
In the third quarter of 2016, the Parts segment profit was comparable to the prior year while in the first nine months of 2016 , the Parts segment increased its segment profit by $49 million , or 11% , primarily due to margin improvements in our U.S. market, cost-reduction initiatives, and lower intercompany access fees, partially offset by unfavorable movements in foreign currency exchange rates. Access fees are allocated to the Parts segment from the Truck segment, primarily for development of new products, and consist of certain engineering and product development costs, depreciation expense, and SG&A costs. The lower fees in 2016 are due to cost-reduction initiatives in the Truck segment.
Global Operations Segment
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except % change)
2016
 
2015
 
Change
 
% Change
 
2016

2015
 
Change
 
% Change
Global Operations segment sales, net
$
85

 
$
109

 
$
(24
)
 
(22
)%
 
$
254

 
$
391

 
$
(137
)
 
(35
)%
Global Operations segment loss
(5
)
 
(26
)
 
21

 
(81
)%
 
(19
)
 
(40
)
 
21

 
(53
)%
Segment revenue
In the third quarter and first nine months of 2016 , the Global Operations segment net sales decrease of $24 million and $137 million , or 22% and 35% , respectively, was primarily driven by a decrease in our South America engine operations, reflecting lower volumes and unfavorable movements in foreign currency exchange rates, as the average conversion rate of the Brazilian real to the U.S. dollar has weakened by  8%  and  21% , respectively. The continued economic downturn in the Brazil economy has contributed to lower engine volumes of 46% and 34% in the third quarter and first nine months of 2016 , respectively, compared to the comparable prior year periods.
Segment loss
In the third quarter and first nine months of 2016 , the Global Operations segment results improved by $21 million , or 81% and 53% , respectively, primarily driven by lower manufacturing and structural costs as a result of our prior year restructuring and cost reduction efforts and favorable movements in foreign currency exchange rates. The improvements for the first nine months of 2016 were partially offset by the non-recurring net gain of $10 million related to the settlement of a customer dispute recorded in the second quarter of the prior year.

53




Financial Services Segment
 
Three Months Ended July 31,
 
 
 
 
 
Nine Months Ended July 31,
 
 
 
 
(in millions, except % change)
2016
 
2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
Financial Services segment revenues, net
$
60

 
$
63

 
$
(3
)
 
(5
)%
 
$
177

 
$
183

 
$
(6
)
 
(3
)%
Financial Services segment profit
26

 
26

 
—

 
—
 %
 
77

 
72

 
5

 
7
 %
Segment revenues
In the third quarter and first nine months of 2016, the Financial Services segment net revenues decreased by $3 million and $6 million , or 5% and 3% , respectively. The decrease for both periods is primarily driven by lower overall finance receivable balances and unfavorable movements in foreign currency exchange rates in our Mexican portfolio. The decrease for the first nine months of 2016 is partially offset by higher revenues from operating leases.
Segment profit
In the third quarter of 2016, the Financial Services segment profit was comparable to the prior year while in the first nine months of 2016 , segment profit increased by $5 million , or 7% . The increase in gains resulting from operating lease early terminations, decreases in the provision for loan losses in Mexico and cost reduction initiatives, for both periods, were partially offset by a decrease in revenue, an increase in interest expense, and unfavorable movements in foreign currency exchange rates.

54




Supplemental Information
The following tables provide additional information on truck industry retail units, market share data, order units, backlog units, and chargeout units. These tables present key metrics and trends that provide quantitative measures on the performance of the Truck and Global Operations segments.
Truck Industry Retail Deliveries
The following table summarizes approximate industry retail deliveries for our Core markets, categorized by relevant class, according to Wards Communications and R.L. Polk & Co. ("Polk") and our Core retail deliveries:
 
Three Months Ended July 31,
 
 
 
Nine Months Ended July 31,
 
 
(in units)
2016

2015
 
Change
 
% Change
 
2016
 
2015
 
Change
 
% Change
Core Markets (U.S. and Canada)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
School buses
6,300

 
4,800

 
1,500

 
31
 %
 
18,000

 
14,900

 
3,100

 
21
 %
Class 6 and 7 medium trucks
21,700

 
20,500

 
1,200

 
6
 %
 
64,700

 
58,500

 
6,200

 
11
 %
Class 8 heavy trucks
40,300

 
61,000

 
(20,700
)
 
(34
)%
 
129,900

 
163,100

 
(33,200
)
 
(20
)%
Class 8 severe service trucks
15,300

 
17,000

 
(1,700
)
 
(10
)%
 
46,000

 
46,000

 
—

 
—
 %
Total Core Markets
83,600

 
103,300

 
(19,700
)
 
(19
)%
 
258,600

 
282,500

 
(23,900
)
 
(8
)%
Combined class 8 trucks
55,600

 
78,000

 
(22,400
)
 
(29
)%
 
175,900

 
209,100

 
(33,200
)
 
(16
)%
Navistar Core retail deliveries
11,700

 
16,200

 
(4,500
)
 
(28
)%
 
38,400

 
44,700

 
(6,300
)
 
(14
)%
Truck Retail Delivery Market Share
The following table summarizes our approximate retail delivery market share percentages for the Class 6 through 8 U.S. and Canada truck markets, based on market-wide information from Wards Communications and Polk:
 
Three Months Ended
 
July 31, 2016
 
April 30, 2016
 
January 31, 2016
 
October 31, 2015
 
July 31, 2015
Core Markets (U.S. and Canada)
 
 
 
 
 
 
 
 
 
Class 6 and 7 medium trucks
20
%
 
27
%
 
20
%
 
19
%
 
24
%
Class 8 heavy trucks
9
%
 
11
%
 
10
%
 
11
%
 
12
%
Class 8 severe service trucks
12
%
 
11
%
 
16
%
 
15
%
 
15
%
Combined class 8 trucks
10
%
 
11
%
 
11
%
 
12
%
 
13
%

55




Truck Orders, net
We define orders as written commitments received from customers and dealers during the year to purchase trucks. Net orders represent new orders received during the year less cancellations of orders made during the same year. Orders do not represent guarantees of purchases by customers or dealers and are subject to cancellation. Orders may be either sold orders, which will be built for specific customers, or stock orders, which will generally be built for dealer inventory for eventual sale to customers. These orders may be placed at our assembly plants in the U.S. and Mexico for destinations anywhere in the world and include trucks and buses. Historically, we have had an increase in net orders for stock inventory from our dealers at the end of the year due to a combination of demand and, from time to time, incentives to the dealers. Increases in stock orders typically translate to higher future chargeouts. The following table summarizes our approximate net orders for Core units:
 
Three Months Ended July 31,
 
 
 
Nine Months Ended July 31,
 
 
(in units)
2016

2015
 
Change
 
% Change
 
2016

2015
 
Change
 
% Change
Core Markets (U.S. and Canada)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
School buses
3,400

 
2,500

 
900

 
36
 %
 
9,400

 
8,500

 
900

 
11
 %
Class 6 and 7 medium trucks
3,200

 
2,900

 
300

 
10
 %
 
12,000

 
11,900

 
100

 
1
 %
Class 8 heavy trucks
2,600

 
8,100

 
(5,500
)
 
(68
)%
 
10,000

 
21,800

 
(11,800
)
 
(54
)%
Class 8 severe service trucks
1,400

 
2,000

 
(600
)
 
(30
)%
 
5,600

 
6,800

 
(1,200
)
 
(18
)%
Total Core Markets
10,600

 
15,500

 
(4,900
)
 
(32
)%
 
37,000

 
49,000

 
(12,000
)
 
(24
)%
Combined class 8 trucks
4,000

 
10,100

 
(6,100
)
 
(60
)%
 
15,600

 
28,600

 
(13,000
)
 
(45
)%
Truck Backlogs
We define order backlogs ("backlogs") as orders yet to be built as of the end of the period. Our backlogs do not represent guarantees of purchases by customers or dealers and are subject to cancellation. Although backlogs are one of many indicators of market demand, other factors such as changes in production rates, internal and supplier available capacity, new product introductions, and competitive pricing actions may affect point-in-time comparisons. Backlogs exclude units in inventory awaiting additional modifications or delivery to the end customer. The following table summarizes our approximate backlog for Core units:
 
As of July 31,
 
 
(in units)
2016
 
2015
 
Change
 
% Change
Core Markets (U.S. and Canada)
 
 
 
 
 
 
 
School buses
2,200

 
2,000

 
200

 
10
 %
Class 6 and 7 medium trucks
3,400

 
4,600

 
(1,200
)
 
(26
)%
Class 8 heavy trucks
12,000

 
15,000

 
(3,000
)
 
(20
)%
Class 8 severe service trucks
1,900

 
2,100

 
(200
)
 
(10
)%
Total Core Markets
19,500

 
23,700

 
(4,200
)
 
(18
)%
Combined class 8 trucks
13,900

 
17,100

 
(3,200
)
 
(19
)%

56




Truck Chargeouts
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 following table summarizes our approximate worldwide chargeouts from our continuing operations:
 
Three Months Ended July 31,



Nine Months Ended July 31,
 
 
(in units)
2016

2015

Change

% Change

2016

2015
 
Change
 
% Change
Core Markets (U.S. and Canada)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
School buses
3,900

 
3,500

 
400

 
11
 %
 
8,500

 
8,500

 
—

 
—
 %
Class 6 and 7 medium trucks
3,500

 
3,800

 
(300
)
 
(8
)%
 
13,600

 
14,500

 
(900
)
 
(6
)%
Class 8 heavy trucks
3,800

 
7,000

 
(3,200
)
 
(46
)%
 
12,300

 
19,100

 
(6,800
)
 
(36
)%
Class 8 severe service trucks
1,900

 
2,800

 
(900
)
 
(32
)%
 
5,500

 
7,100

 
(1,600
)
 
(23
)%
Total Core Markets
13,100

 
17,100

 
(4,000
)
 
(23
)%
 
39,900

 
49,200

 
(9,300
)
 
(19
)%
Non "Core" military
200

 
100

 
100

 
N.M.

 
400

 
100

 
300

 
N.M.

Other markets (A)
2,800

 
2,900

 
(100
)
 
(3
)%
 
5,900

 
15,300

 
(9,400
)
 
(61
)%
Total worldwide units
16,100

 
20,100

 
(4,000
)
 
(20
)%
 
46,200

 
64,600

 
(18,400
)
 
(28
)%
Combined class 8 trucks
5,700

 
9,800

 
(4,100
)
 
(42
)%
 
17,800

 
26,200

 
(8,400
)
 
(32
)%
_____________________________
N.M.
Not meaningful.
(A)
Other markets primarily consist of Export Truck and Mexico and also include chargeouts related to BDT of 6,000 units during the nine months ended July 31, 2015 . There were no third party chargeouts related to BDT during the three and nine months ended July 31, 2016 or during the three months ended July 31, 2015 , as Ford no longer purchases from BDT.

57




Liquidity and Capital Resources
Consolidated cash, cash equivalents, and marketable securities
 
As of
(in millions)
July 31, 2016

October 31, 2015

July 31, 2015
Consolidated cash and cash equivalents
$
547

 
$
912

 
$
547

Consolidated marketable securities
140

 
159

 
293

Consolidated cash, cash equivalents, and marketable securities
$
687

 
$
1,071

 
$
840

 
As of
(in millions)
July 31, 2016
 
October 31, 2015
 
July 31, 2015
Manufacturing operations
$
640

 
$
1,013

 
$
775

Financial Services operations
47

 
58

 
65

Consolidated cash, cash equivalents, and marketable securities
$
687

 
$
1,071

 
$
840

Manufacturing cash, cash equivalents, and marketable securities
Manufacturing cash, cash equivalents, and marketable securities is not presented in accordance with, and should not be viewed as an alternative to, GAAP. This non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. However, we believe that non-GAAP reporting provides meaningful information and therefore we use it to supplement our GAAP reporting by identifying items that may not be related to the core manufacturing business. We provide this information for an additional analysis of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations. Manufacturing cash, cash equivalents, and marketable securities represents our consolidated cash, cash equivalents, and marketable securities, which excludes 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.
Consolidated cash, cash equivalents, and marketable securities totaled $687 million at July 31, 2016 , which includes an immaterial amount of cash and cash equivalents primarily attributable to BDP that is generally not available to satisfy our obligations. For additional information on the consolidation of BDP, see Note 1, Summary of Significant Accounting Policies , to the accompanying consolidated financial statements.
Cash Requirements
Our primary sources of liquidity are cash provided by operating activities, including cash flow from the sale of trucks, buses, diesel engines, and parts, as well as from product financing provided to our dealers and retail customers by our Financial Services operations. It is our opinion that, in the absence of significant extraordinary cash demands, our: (i) level of cash, cash equivalents, and marketable securities, (ii) current and forecasted cash flow from our Manufacturing operations and Financial Services operations, (iii) availability under various funding facilities, (iv) current and forecasted availability from various funding alliances, and (v) access to capital in the capital markets will provide sufficient funds to meet operating requirements, capital expenditures, equity investments, and financial obligations on both a short-term and long-term basis. Future Manufacturing operations debt obligations are expected to be met through a combination of cash generation from operations and refinancing activities. We also believe the quality of our underlying portfolio of receivables will ensure the ongoing funding from various sources and alliance partners and will permit our Financial Services operations to meet the financing requirements of Navistar, our dealers, and retail customers.
We have generally financed our Manufacturing operations with cash, funding from our Financial Services operations, equity, and access to the capital markets. We also have a $175 million Amended and Restated Asset-Based Credit Facility. Our borrowing capacity under this facility is subject to a $35 million liquidity block, less outstanding standby letters of credit issued under this facility, and is impacted by inventory levels at certain aftermarket parts inventory locations. As of July 31, 2016 , we had no borrowings, and we have limited availability to borrow under the Amended and Restated Asset-Based Credit Facility. However, we maintain capacity under our various debt arrangements to incur incremental debt. In addition, the covenants in all of our debt agreements permit us to refinance existing debt instruments as they mature.
Our Financial Services operations purchased $1.8 billion and $5.3 billion of wholesale notes and accounts receivable from our Manufacturing operations for the three and nine months ended July 31, 2016, respectively. The total outstanding balance of wholesale notes and accounts receivable purchased was $1.3 billion as of July 31, 2016.

58




NFC also makes intercompany loans to our Manufacturing operations, including the Intercompany Used Truck Loan. During the nine months ended July 31, 2016 we increased our borrowings under the Intercompany Used Truck Loan by $37 million to $155 million . Also, in the third quarter of 2016, our captive insurance company under our Financial Services segment entered into an intercompany revolving loan agreement (the "Intercompany Revolving Loan") with our Manufacturing operations. As of July 31, 2016, our borrowings under the Intercompany Revolving Loan agreement totaled $14 million . In the nine months ended July 31, 2016 , our Manufacturing operations received $80 million in dividends from NFC, of which $50 million were funded by the partial repayment of the $270 million loan made by NFC to our Manufacturing operations in October 2013 (the “Intercompany Loan”). During 2015, our Manufacturing operations received $125 million in dividends from NFC, of which $80 million were funded by the partial repayment of the Intercompany Loan by our Manufacturing operations to NFC. Also during 2016, our Financial Services operations in Mexico extended working capital loans to our Manufacturing operations in Mexico for orders received. As of July 31, 2016 , the borrowings of our Manufacturing operations in Mexico under these loan agreements totaled $51 million .
Our Financial Services operations have traditionally relied upon secured borrowings on finance receivables, short and long-term bank borrowings, medium and long-term debt, and commercial paper in Mexico to fund products sold or leased by Navistar, our dealers, and retail customers. We use a number of SPEs to securitize receivables. Navistar Financial Securities Corporation ("NFSC") finances wholesale notes, Navistar Financial Retail Receivables Corporation finances retail notes and finance leases, International Truck Leasing Corporation finances operating leases and some finance leases, and TRAC finances retail accounts. Our Financial Services operations in Mexico include Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada, and Navistar Comercial S.A. de C.V., which provide vehicle financing, and Transportationes Agunte de Seguros, which provides insurance brokerage to our dealers and retail customers in Mexico. As of July 31, 2016 , the aggregate amount available to fund finance receivables under our Financial Services facilities was $499 million .
In May 2016, NFC amended and extended its 2011 bank credit facility which was originally due in December 2016. The 2016 amendment extends the maturity date to June 2018 and initially reduced the revolving portion of the facility from $500 million to $400 million . The revolving portion will be further reduced to $275 million effective in December 2016. The borrowings on the revolving portion of the facility totaled $300 million as of July 31, 2016. The amendment also provides for a reduction in the term loan facility to $82 million , effective in December 2016. The balance of the term loan facility was $221 million as of July 31, 2016. The amendment allows NFC to increase revolving or term loan commitments, subject to obtaining commitments from existing or new lenders to provide additional or increased revolving commitments and/or additional term loans, to permit a maximum total facility size of $700 million after giving effect to any such increase and without taking into account the non-extended loans and commitments. We plan to accommodate the December decrease of the bank facility with a partial pay down of the Intercompany Used Truck Loan, and other funding actions and strategies available to us, including a subsequent increase in NFC’s bank facility, asset sales or securitizations, other secured borrowings or developing, expanding and executing additional alliances to finance an increasing share of Navistar, dealer or retail customer assets.
In April, NFC extended its $100 million TRAC facility until April 2017. In February, NFSC also increased its VFN facility from $375 million to $500 million and in May, the facility's maturity date was extended from October 2016 to May 2017.

59




Cash Flow Overview
 
Nine Months Ended July 31, 2016
(in millions)
Manufacturing
Operations (A)
 
Financial Services Operations and Adjustments (A)
 
Condensed Consolidated Statement of Cash Flows
Net cash provided by (used in) operating activities
$
(228
)
 
$
214

 
$
(14
)
Net cash used in investing activities
(42
)
 
(125
)
 
(167
)
Net cash used in financing activities
(120
)
 
(97
)
 
(217
)
Effect of exchange rate changes on cash and cash equivalents
23

 
10

 
33

Increase (decrease) in cash and cash equivalents
(367
)
 
2

 
(365
)
Cash and cash equivalents at beginning of the period
877

 
35

 
912

Cash and cash equivalents at end of the period
$
510

 
$
37

 
$
547


Nine Months Ended July 31, 2015
(in millions)
Manufacturing
Operations (A)

Financial Services Operations and Adjustments (A)

Condensed Consolidated Statement of Cash Flows
Net cash provided by (used in) operating activities
$
35

 
$
(49
)
 
$
(14
)
Net cash provided by (used in) investing activities
257

 
(252
)
 
5

Net cash provided by (used in) financing activities
(177
)
 
263

 
86

Effect of exchange rate changes on cash and cash equivalents
(48
)
 
21

 
(27
)
Increase (decrease) in cash and cash equivalents
67

 
(17
)
 
50

Cash and cash equivalents at beginning of the period
440

 
57

 
497

Cash and cash equivalents at end of the period
$
507

 
$
40

 
$
547

_________________________
(A)
Manufacturing operations cash flows and Financial Services operations cash flows are not presented in accordance with, and should not be viewed as an alternative to, GAAP. This non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. However, we believe that non-GAAP reporting provides meaningful information and therefore we use it to supplement our GAAP reporting by identifying items that may not be related to the core manufacturing business. Management often uses this information to assess and measure the performance and liquidity of our operating segments. Our Manufacturing operations, for this purpose, include our Truck segment, Global Operations segment, Parts segment, and Corporate items which include certain eliminations. The reconciling differences between these non-GAAP financial measures and our GAAP consolidated financial statements in Item 1, Financial Statements and Supplementary Data , are our Financial Services operations and adjustments required to eliminate certain intercompany transactions between Manufacturing operations and Financial Services operations. Our Financial Services operations cash flows are presented consistent with their treatment in our Condensed Consolidated Statements of Cash Flows and may not be consistent with how they would be treated on a stand-alone basis. We have chosen to provide this supplemental information to allow additional analysis, to illustrate the respective cash flows giving effect to the equity basis cash flow shown above, and to provide an additional measure of performance and liquidity.

60




Manufacturing Operations
Manufacturing Operations Cash Flow from Operating Activities
Cash used in operating activities was $228 million in the nine months ended July 31, 2016 , compared to cash provided by operating activities of $35 million in the nine months ended July 31, 2015 . The net decrease in cash flow from operating activities in 2016 compared to 2015 was primarily attributable to a lower reduction in inventories, an increase in noncurrent assets, decreases in accounts payable and other current liabilities due to higher payments, and lower dividends received from our Financial Services operations, partially offset by a lower net loss, an increase in the collection of accounts receivable, and an increase in funding from our Financial Services operations including funding under the Intercompany Used Truck Loan and other financing programs.
Cash paid for interest, net of amounts capitalized, was $173 million and $155 million in the nine months ended July 31, 2016 and 2015 , respectively.
Manufacturing Operations Cash Flow from Investing Activities
Cash used in investing activities was $42 million in the nine months ended July 31, 2016 , compared to cash provided by investing activities of $257 million in the nine months ended July 31, 2015 . The net decrease in cash flow from investing activities in 2016 compared to 2015 was primarily attributable to lower sales and maturities of marketable securities and higher capital expenditures, partially offset by lower purchases of marketable securities and higher proceeds from sales of affiliates.
Manufacturing Operations Cash Flow from Financing Activities
Cash used in financing activities was $120 million and $177 million in the nine months ended July 31, 2016 and 2015 , respectively. The net change in cash flow from financing activities in 2016 was primarily attributable to lower principal repayments of third party debt and lower principal repayments of the Intercompany Loan due to our Financial Services operations.
Financial Services Operations
Financial Services Operations and Adjustments to Cash Flow from Operating Activities
Cash provided by operating activities was $214 million in the nine months ended July 31, 2016 , compared to cash used in operating activities of $49 million in the nine months ended July 31, 2015 . The increase in cash provided by operating activities in 2016 was primarily due to a decline in the level of finance receivables funded and a decline in the amount of dividends paid to our Manufacturing operations as compared to the prior year period. The increase was partially offset by an increase in funding to our Manufacturing operations under the Intercompany Used Truck Loan and other financing programs.
Cash paid for interest, net of amounts capitalized, was $48 million and $46 million in the nine months ended July 31, 2016 and 2015 , respectively.
Financial Services Operations and Adjustments to Cash Flow from Investing Activities
Cash used in investing activities was $125 million and $252 million in the nine months ended July 31, 2016 and 2015 , respectively. Changes in restricted cash levels required under our secured borrowings were the primary sources and uses of cash from investing activities in 2016 and 2015 , along with purchases of equipment leased to others. The decrease in cash used in investing activities was primarily due to the decrease in the amount of restricted cash accumulated for the payoff of maturing investor notes, partially offset by an increase in purchases of equipment leased to others.
Financial Services Operations and Adjustments to Cash Flow from Financing Activities
Cash used in financing activities was $97 million in the nine months ended July 31, 2016 , compared to cash provided by financing activities of $263 million in the nine months ended July 31, 2015 . The net decrease in cash flow from financing activities in 2016 was primarily due to the repayment of debt associated with the decline in the level of finance receivables funded. The net decrease was partially offset by borrowings used to fund the increases in our financing programs to our Manufacturing operations.

61




Consolidated EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, are not in accordance with, and should not be viewed as an alternative to, U.S. GAAP. This non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP.
We believe EBITDA provides meaningful information about the performance of our business and therefore we use it to supplement our U.S. GAAP reporting. We believe that Adjusted EBITDA 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 for an additional analyses of our 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.
EBITDA reconciliation:
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
2016

2015
 
2016

2015
Loss from continuing operations attributable to NIC, net of tax
$
(34
)
 
$
(30
)
 
$
(63
)

$
(136
)
Plus:
 
 
 
 





Depreciation and amortization expense
53

 
68

 
164


221

Manufacturing interest expense (A)
63

 
56

 
187


170

Less:
 
 
 
 





Income tax expense
(14
)
 
(12
)
 
(25
)

(37
)
EBITDA
$
96


$
106


$
313


$
292

______________________
(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)
2016
 
2015
 
2016

2015
Interest expense
$
84

 
$
75

 
$
246


$
227

Less: Financial services interest expense
21

 
19

 
59


57

Manufacturing interest expense
$
63

 
$
56

 
$
187


$
170


62




Adjusted EBITDA Reconciliation:
 
Three Months Ended July 31,
 
Nine Months Ended July 31,
(in millions)
2016
 
2015
 
2016
 
2015
EBITDA (reconciled above)
$
96

 
$
106

 
$
313


$
292

Less significant items of:
 
 
 
 





Adjustments to pre-existing warranties (A)
19


3

 
70


(36
)
North America asset impairment charges (B)
11


4

 
16


12

Brazil asset impairment charges (C)
1


3

 
1


3

Cost reduction and other strategic initiatives (D)
5


13

 
11


18

Gain on settlement (E)
—


—

 
—


(10
)
Brazil truck business actions (F)
—


—

 
—


6

One-time fee received(G)
—


—

 
(15
)

—

Total adjustments
36


23

 
83


(7
)
Adjusted EBITDA
$
132


$
129

 
$
396


$
285

_____________________
(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 2016, the Truck segment recorded $11 million and $16 million , respectively, of asset impairment charges relating to certain long-lived assets. In the third quarter of 2015, certain long-lived assets were determined to be impaired, resulting in a charge of $3 million . In the first quarter of 2015, the Truck segment recorded $7 million of asset impairment charges relating to certain operating leases.
(C)
In the third quarters of 2016 and 2015, we determined that $1 million and $3 million , respectively, of trademark asset carrying value was impaired.
(D)
Cost reduction and other strategic initiatives relates to costs associated with the divestiture of non-strategic facilities and efforts to optimize our cost structure. In the third quarter of 2016, we incurred $5 million of restructuring charges related to the 2011 closure of our Chatham, Ontario plant, based on a ruling received from the Financial Services Tribunal in Ontario, Canada. In the third quarter of 2015, we incurred restructuring charges of $13 million related to cost reduction actions, including a reduction-in-force in the U.S. and Brazil.
(E)
In the second quarter of 2015, the Global Operations segment recognized a $10 million net gain related to the settlement of a customer dispute. The $10 million net gain for the settlement included restructuring charges of $4 million .
(F)
In the second quarter of 2015, our Global Operations segment recorded $6 million in inventory charges to right size the Brazil Truck business.
(G)
In the first quarter of 2016, we received a $15 million one-time fee from a third party which was recognized in Other income, net .

63




Pension and Other Postretirement Benefits
Our pension plans are funded by contributions made from Company assets in accordance with applicable U.S. and Canadian government regulations. The regulatory funding requirements are computed using an actuarially determined funded status, which is determined using assumptions that often differ from assumptions used to measure the funded status for U.S. GAAP. U.S. funding targets are determined by rules promulgated under the Pension Protection Act of 2006 (the "PPA"). The PPA additionally requires underfunded plans to achieve 100% funding over a period of time. From time to time, we have discussions with and receive requests for certain information from the Pension Benefit Guaranty Corporation ("PBGC"). The PBGC was created by ERISA to encourage the continuation and maintenance of private-sector defined benefit pension plans, provide timely and uninterrupted payment of pension benefits, and keep pension insurance premiums at a minimum. In July 2012, the Moving Ahead for Progress in the 21 st Century Act was signed into law, impacting the minimum funding requirements for pension plans, but not otherwise impacting our accounting for pension benefits. In August 2014, the Highway and Transportation Funding Act of 2014, which included an extension of pension funding interest rate relief, was signed into law. The Bi-Partisan Budget Act of 2015 was signed into law in November of 2015 and provided for further extension of interest rate relief. These legislative measures will reduce our funding requirements over the next five years.
For the three and nine months ended July 31, 2016 , we contributed $20 million and $60 million , respectively, and for the three and nine months ended July 31, 2015 , we contributed $11 million and $73 million , respectively, to our U.S. and Canadian pension plans (the "Plans") to meet regulatory minimum funding requirements. We currently anticipate additional contributions of approximately $40 million during the remainder of 2016 . Future contributions are dependent upon a number of factors, principally the changes in values of plan assets, changes in interest rates, the impact of any future funding relief, and the impact of funding resulting from the closure of our Chatham, Ontario plant. We currently expect that from 2017 through 2019, we will be required to contribute $100 million to $200 million per year to the Plans, depending on asset performance and discount rates.
For more information, see Note 7, Postretirement Benefits , to the accompanying consolidated financial statements.
Other Information
Impact of Environmental Regulation
Government regulation related to climate change is under consideration at the U.S. federal and state levels. Because our products use fossil fuels, they may be impacted indirectly due to regulation, such as a cap and trade program, affecting the cost of fuels. The EPA and the United States National Highway Traffic Safety Administration ("NHTSA") issued final rules for greenhouse gas ("GHG") emissions and fuel economy on September 15, 2011. These began to apply in calendar year 2014 and will be fully implemented in model year 2017. The agencies' stated goals for these rules were to increase the use of currently existing technologies. We are complying with these rules through use of existing technologies and implementation of emerging technologies as they become available. Several of our vehicles were certified early for the 2013 model year and the majority of our remaining vehicles and all engines were certified in 2014. The EPA and NHTSA issued a proposed rule on July 13, 2015 with the next phase of federal GHG emission and fuel economy regulations. This proposed rule contained more stringent emissions levels for engines and vehicles, adds regulation of trailers and is anticipated to take effect in model year 2021 and to be implemented in three stages culminating in model year 2027. We filed comments on October 1, 2015. The EPA and NHTSA published a notice of data availability, requesting comment on additional information the agencies posted in the rulemaking docket. We filed comments on April 1, 2016. All of the comments are available in the rulemaking docket. The EPA and NHTSA posted a prepublication version of the final rule on August 16, 2016, with a version expected to appear in the Federal Register shortly thereafter. We are evaluating the final rule and assessing its impact on us. Canada adopted its version of fuel economy and/or GHG emission regulations in February 2013. These regulations are substantially aligned with U.S. fuel economy and GHG emission regulations. Canada has announced it also is considering a heavy duty phase 2 GHG rulemaking aligned with EPA and NHTSA phase 2 rules. In December 2014, California adopted GHG emission rules for heavy duty vehicles equivalent to EPA rules and an optional lower emission standard for nitrogen oxide ("NOx") in California. California has stated its intention to lower NOx standards for California-certified engines and has requested that the EPA lower its standards. In June 2016, several regional air quality management districts in California and other states, as well as the environmental agencies for several states, petitioned the EPA to adopt lower NOx emission standards for on-road heavy duty trucks and engines. We expect that heavy duty vehicle and engine fuel economy and GHG emissions rules will be under consideration in other global jurisdictions in the future. These standards will impact development and production costs for vehicles and engines. There will also be administrative costs arising from the implementation of the rules. EPA also issued a final rule in October 2015 that lowered the National Ambient Air Quality Standard for ozone to 70 parts per billion. This rule could lead to future lower emission standards for substances that contribute to ozone, including NOx from vehicles, at the federal and state levels. Our facilities may be subject to regulation related to climate change and climate change itself may also have some impact on our operations. However, these impacts are currently uncertain and we cannot predict the nature and scope of those impacts.

64




Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. Our assumptions, estimates, and judgments are based on historical experience, current trends, and other factors we believe are relevant at the time we prepare our consolidated financial statements.
Our significant accounting policies and critical accounting estimates are consistent with those discussed in Note 1, Summary of Significant Accounting Policies , to the consolidated financial statements and the MD&A section of our Annual Report on Form 10-K for the year ended October 31, 2015 . During the nine months ended July 31, 2016 , there were no significant changes in our application of our critical accounting policies except for the addition of Inventories specifically related to the valuation on our used truck inventory as described below.
To aid in fully understanding and evaluating our reporting results, we have identified the following accounting policies as our most critical because they require us to make difficult, subjective, and complex judgments:
•
Pension and Other Postretirement Benefits
•
Allowance for Doubtful Accounts
•
Income Taxes
•
Impairment of Long-Lived Assets
•
Contingency Accruals
•
Inventories
Inventories. Inventories are valued at the lower of cost or market. Our gross used truck inventory increased to approximately $430 million at July 31, 2016 from $390 million at October 31, 2015, offset by reserves of $166 million and $110 million , respectively. The increase in used truck inventory is due, in part, to used truck receipts as a result of trades, repossessions, and end of operating lease cycles exceeding used truck sales. As a result of these market dynamics, we expect it may take several years before our used truck inventory returns to the lower targeted levels. We continue to seek alternative channels to sell our used trucks, including certain export markets, which have resulted in a lower price point as compared to our domestic channels.
In valuing our used truck inventory, we are required to make assumptions regarding the level of reserves required to value inventories at their NRV. Our judgments and estimates for used truck inventory are based on an analysis of current and forecasted sales prices, aging of and demand for used trucks, and the mix of sales through various market channels. The estimated NRV is subject to change based on numerous conditions taking into account age, specifications, mileage, timing of sales, market mix, and current and forecasted pricing. While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence our judgment and related estimates include general economic conditions in markets where our products are sold, actions of our competitors, and the ability to sell used trucks in a timely manner.
Recently Issued and Adopted Accounting Standards
In the quarter ended July 31, 2016 , we have not adopted any new accounting guidance that has had a material impact on our consolidated financial statements.
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" (Topic 606), which supersedes the revenue recognition requirements in ASC 605, "Revenue Recognition." This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which postponed the effective date of ASU No. 2014-09 to fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016. Our effective date for this ASU is November 1, 2018. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.

65




In February 2016, the FASB issued ASU No. 2016-02, "Leases" (Topic 842). This ASU requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. The accounting by lessors will remain largely unchanged. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Our effective date for this ASU is November 1, 2019. Adoption will require a modified retrospective transition. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (Topic 326). The ASU sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. Our effective date is November 1, 2020. We are currently evaluating the method of adoption and the impact of this ASU on our consolidated financial statements.
Item 3.      Quantitative and Qualitative Disclosures about Market Risk
See Item 7A, Quantitative and Qualitative Disclosures about Market Risk , of our Annual Report on Form 10-K for the year ended October 31, 2015. During the nine months ended July 31, 2016 , there have been no material changes in our exposure to market risk.

66




Item 4.      Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
As previously disclosed under “Item 9A-Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended October 31, 2015, we concluded that our disclosure controls and procedures were not effective as of October 31, 2015 due to a material weakness in our internal control over financial reporting. Based on the material weakness, which we continue to remediate, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended July 31, 2016 , our disclosure controls and procedures were not effective. In light of the material weakness in internal control over financial reporting, prior to filing this Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2016 , we developed and completed substantive procedures that allowed us to conclude that the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.
The material weakness in our internal control over financial reporting, which is described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015, and continued to exist as of July 31, 2016 , is as follows:
•
We did not have sufficient controls designed to validate the proper classification of warranty claims data, including type of warranty coverage and product/component, which is used to determine the warranty accrual and expense. This material weakness resulted in misstatements in our warranty accrual that were corrected prior to the issuance of our consolidated financial statements for the fiscal year ended October 31, 2015. The classification errors and resulting warranty accrual misstatements did not materially impact our consolidated financial statements, including our warranty cash outlays for claims. However, a reasonable possibility exists that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
Management’s Remediation Initiatives
We continue to invest significant time and effort to address the material weakness related to validation and proper classification of warranty claims data used to determine the warranty accrual and expense. Specifically, the following actions were taken:
•
Designed and implemented an automated process to validate proper classification of certain warranty claims data; and
•
Increased our investment in training and job tools to improve the process and controls over the validation and proper classification of warranty claims data.
While progress has been made, there are additional controls that need to be designed and implemented and existing controls require enhancement to prevent or detect a material misstatement in our financial statements. Until full remediation is complete, we will continue to perform substantive procedures to ensure that, in all material respects, our financial statements are presented in conformity with U.S. GAAP.
(b) Changes in Internal Control over Financial Reporting
We are taking actions to remediate the material weakness related to our internal controls over financial reporting as described above. However, our remediation efforts were not complete as of July 31, 2016 . Other than management’s remediation initiatives disclosed above, there were no material changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act that occurred during the quarter ended July 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

67




PART II
Item 1.     Legal Proceedings
During the nine months ended July 31, 2016 , there have been no material developments from the legal proceedings disclosed in our Annual Report on Form 10-K for our fiscal year ended October 31, 2015, except (i) those disclosed in Part II, Item 1 of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2016 and (ii) those disclosed below:
Sao Paulo Groundwater Notice
On August 31, 2016, the Sao Paulo District Attorney filed civil actions against IIAA and other companies seeking soil and groundwater investigation and remediation, together with monetary payment in an unspecified amount. IIAA has not yet been served with the action.
MaxxForce Engine EGR Warranty Litigation
In June 2016, the court conducted a certification hearing in connection with the putative class action lawsuit against NIC, Navistar, Inc., Navistar Canada Inc., and Harbour International Trucks in Canada in the Supreme Court of British Columbia.
EPA Clean Air Act Litigation
On June 30, 2016, NIC and Navistar, Inc. opposed EPA's motion for summary judgment, and NIC cross-moved for summary judgment against EPA. The court set a ruling date of November 17, 2016, the same ruling date previously established for the DOJ’s motion for summary judgment on liability against NIC and Navistar, Inc.
IC Bus Civil RICO Litigation
On August 2, 2016, we filed a motion to dismiss the lawsuit in its entirety.
Item 1A.
Risk Factors
There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for our year ended October 31, 2015, except as disclosed below:
We may not complete our recently announced sale of shares of our Common Stock to Volkswagen Truck & Bus GmbH or the related agreements to cooperate in respect of engines, related components and technologies and to form a procurement joint venture, and if completed, we may not realize all or any of the benefits from the contemplated strategic alliance.
On September 5, 2016, NIC and VW T&B entered into the Stock Purchase Agreement pursuant to which NIC will issue and VW T& B will purchase an estimated 19.9% stake (16.6% on a pro forma basis) in NIC and the related Stockholder Agreement, which governs the rights and obligations of the parties in connection with the Share Issuance.
In addition to the agreements governing the Share Issuance, we entered into the License and Supply Framework Agreement and the Procurement JV Framework Agreement with VW T&B. Pursuant to the License and Supply Framework Agreement, the parties intend to enter into individual contracts in respect of the licensing and supply of certain engines and technologies, conduct feasibility studies in order to investigate the feasibility of sharing certain technologies and begin good faith discussions on possible collaboration with respect to certain powertrain combinations and other strategic initiatives. We also intend to enter into certain other commercial arrangements with VW T&B, including the formation of a joint venture focused on sourcing, evaluating, negotiating and recommending joint procurement opportunities, the terms of which are set forth in the Procurement JV Framework Agreement.
The consummation of the Share Issuance is subject to the entry into definitive documentation to form the joint venture contemplated by the Procurement JV Framework Agreement, the finalization of the first definitive contract under the License and Supply Framework Agreement, certain regulatory approvals and customary closing conditions, the satisfaction of some of which is outside of our control. The individual contracts contemplated by the License and Supply Framework Agreement, and the other commercial arrangements and the joint venture documentation under the Procurement JV Framework Agreement have not yet been drafted by the parties and may not be entered into. Therefore, we cannot assure you that the Share Issuance, or implementation of the related strategic alliance with VW T&B, will be consummated at all, or on the terms described in our public filings.
Even if we consummate the Share Issuance, enter into the individual contracts contemplated by the License and Supply Framework Agreement and form the joint venture pursuant to the Procurement JV Framework Agreement, we may not achieve the expected benefits and synergies associated with the collaboration with VW T&B. including realizing any anticipated cost savings from the global scope and scale of the procurement joint venture, securing components and technology from VW T&B or successfully developing future technologies and products and optimizing capital and engineering expenditures for technology and future vehicle development.

68




Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities
None.

Item 3.
Defaults upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.


Item 6. Exhibits
Exhibit:
 
Description
 
Page
(10)
 
 
E-1
(31.1)
 
 
E-2
(31.2)
 
 
E-3
(32.1)
 
 
E-4
(32.2)
 
 
E-5
(99.1)
 
 
E-6
(101.INS)
 
XBRL Instance Document
 
N/A
(101.SCH)
 
XBRL Taxonomy Extension Schema Document
 
N/A
(101.CAL)
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
N/A
(101.LAB)
 
XBRL Taxonomy Extension Label Linkbase Document
 
N/A
(101.PRE)
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
N/A
(101.DEF)
 
XBRL Taxonomy Extension Definition Linkbase Document
 
N/A
All exhibits other than those indicated above are omitted because of the absence of the conditions under which they are required or because the information called for is shown in the consolidated financial statements and notes thereto in the Quarterly Report on Form 10-Q for the period ended July 31, 2016 .

70




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, thereunto duly authorized.
 
NAVISTAR INTERNATIONAL CORPORATION
 
(Registrant)
 
/s/    S AMARA  A. S TRYCKER        
 
Samara A. Strycker
 
Senior Vice President and Corporate Controller
 
(Principal Accounting Officer)
September 8, 2016

71





EXHIBIT 10
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
______________________________

MATERIAL CONTRACTS

The following documents of Navistar International Corporation, its principal subsidiary, Navistar, Inc., and its indirect subsidiary, Navistar Financial Corporation are incorporated herein by reference:
 
 
 
10.91
 
Amendment No. 7 to the Note Purchase Agreement, dated as of May 27, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated May 27, 2016 and filed on June 1, 2016. Commission File No. 00-109618.
 
 
10.92
 
Third Amended and Restated Credit Agreement, dated as of May 27, 2016, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and Bank of America, N.A., as syndication agent. Filed as Exhibit 10.2 to Current Report on Form 8-K dated May 27, 2016 and filed on June 1, 2016. Commission File No. 00-109618.
 
 
10.93
 
Fourth Amended and Restated Parent Guarantee, dated as of May 27, 2016, by Navistar International Corporation in favor of the Administrative Agent for the lenders party to the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.3 to Current Report on Form 8-K dated May 27, 2016 and filed on June 1, 2016. Commission File No. 00-109618.
 
 
 
10.94
 
Fourth Amended and Restated Parents’ Side Agreement, dated as of May 27, 2016, by Navistar International Corporation and Navistar, Inc. for the benefit of the lenders from time to time party to the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.4 to Current Report on Form 8-K dated May 27, 2016 and filed on June 1, 2016. Commission File No. 00-109618.
 
 
 
10.95
 
Second Amended and Restated Security, Pledge and Trust Agreement, dated as of May 27, 2016, by and between Navistar Financial Corporation and Deutsche Bank Trust Company Americas, individually and as trustee for the holders of the secured obligations under the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.5 to Current Report on Form 8-K dated May 27, 2016 and filed on June 1, 2016. Commission File No. 00-109618.
 
 
 
The following documents of Navistar, Inc. are filed herewith:
*10.96
 
Navistar, Inc. Managerial Retirement Objective Plan, as amended and restated effective June 1, 2016.
*10.97
 
Navistar, Inc. Supplemental Executive Retirement Plan, as amended and restated effective June 1, 2016.
*10.98
 
Navistar, Inc. Supplemental Retirement Accumulation Plan, as amended and restated effective June 1, 2016.
                                            
* Indicates a management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this report.


E-1

EXHIBIT 10.96

        








NAVISTAR, INC.
MANAGERIAL RETIREMENT OBJECTIVE PLAN
As Amended and Restated Effective June 1, 2016







McDermott Will & Emery LLP
Chicago, Illinois






        



TABLE OF CONTENTS
 
 
Page
Introduction
1
Section 1      Plan Name and Definitions
2
1.1
Plan Name
2
1.2
Actual Retirement Date
2
1.3
Code
2
1.4
Company
2
1.5
Credited Service
2
1.6
Early Retirement Date
2
1.7
Eligible Employee
2
1.8
Employee
2
1.9
Final Average Compensation
2
1.10
Formula Benefit Service
2
1.11
Grandfathered Amount
3
1.12
NIC
3
1.13
Non-Grandfathered Amount
3
1.14
Normal Retirement Date
3
1.15
Participant
3
1.16
Participating Company
3
1.17
Plan Administrator
4
1.18
Retire or Retired or Retires
4
1.19
RPSE
4
1.20
Social Security Benefit
4
1.21
Specified Employee
4
1.22
Spouse
4
1.23
Vacation Service
4
Section 2      Eligibility for Participation
5
2.1
Eligible Employees
5
2.2
Newly Hired Employees Not Eligible to Participate
5
2.3
Closure of Plan to Future Promoted, Hired, or Rehired Employees and Elimination of Eligibility to Participate for Employees Whose Dates of Birth Are Subsequent to January 1, 1960
5
2.4
Special Rules for Certain Participants Who Were Receiving Long Term Disability Benefits or Who Had Been Involuntarily Terminated and Were Eligible for “Grow In” On December 31, 2013, Whose Actual Retirement Dates are Subsequent to January 1, 2014
6
Section 3    Retirement Dates and Conditions
7
3.1
Normal Retirement
7
3.2
Early Retirement
7
3.3
Employees Eligible for Long Term Disability Benefits
7
Section 4    Amount and Payment of Benefits
7
4.1
Normal Retirement Allowance
7
4.2
Early Retirement Allowance
9

i


TABLE OF CONTENTS
(Continued)
 
 
Page
4.3
Final Average Compensation
9
4.4
No Decrease in Plan Benefits
11
4.5
Assumptions and Adjustments in Computing Benefits
11
4.6
Preservation of Benefits Accrued As of December 31, 1988
11
4.7
Payment of Retirement Allowances
12
4.8
Allowances Unfunded
12
4.9
Enhancement to Retirement Allowances for Certain Participants
12
4.10
Special Recalculation of MRO Payments for Certain Participants Whose Actual Retirement Dates are On or After February 1, 2006 and Prior to May 1, 2008
13
4.11
Tax Withholding
13
4.12
Errors in Distributions
13
4.13
Special Rule for Certain Participants Who Were Involuntarily Terminated On or After December 1, 2008 and Prior to December 31, 2008, Whose Actual Retirement Dates are On or After December 1, 2008 and Prior to February 1, 2009
14
Section 5    Survivor Benefits
14
5.1
Survivor Allowance - Before Retirement
14
5.2
Survivor Allowance - After Retirement
14
5.3
Survivor Allowance Election After Retirement
15
Section 6    Employee Contribution Requirements
16
6.1
Employee Contribution Requirements For the Period Prior to January 1, 1979
16
6.2
Adjustments to Formula Benefit Service For 1976
16
Section 7    General Conditions
17
7.1
Forfeitures
17
7.2
Applicability
17
7.3
Amendment and Termination
17
7.4
Contractual Obligation
18
7.5
Interpretation of the Plan
18
7.6
Special Considerations
18
Section 8    Miscellaneous
18
8.1
No Employment Rights
18
8.2
Assignment
18
8.3
Applicable Law
19
8.4
Facility of Payment; Missing persons
19
8.5
Validity
20
8.6
Claims Procedure
20
8.7
Responsibility For Legal Effect
20
Section 9    Involuntary Termination
20
Section 10    Change in Control
21

ii


TABLE OF CONTENTS
(Continued)
 
 
Page
SUPPLEMENT A
24
SUPPLEMENT B
26


iii


NAVISTAR, INC.
MANAGERIAL RETIREMENT OBJECTIVE PLAN
As Amended and Restated Effective June 1, 2016
Introduction
The Plan and Its Effective Date
Navistar, Inc. has provided retirement income for employees (previously classified as managerial or professional) for many years under various Company plans and policies. In particular, it has provided for a retirement income objective under its Managerial Retirement Objective (MRO) Policy that was restated to include amendments effective as of January 1, 1965 and June 1, 1965. The Policy has been amended from time to time thereafter, including an amendment and complete restatement as of January 1, 1990, and a further amendment and complete restatement as of January 1, 2005, with further amendments through and including July 31, 2008. The Policy was subsequently amended from time to time and this document constitutes a further amendment and restatement effective June 1, 2016. The provisions of this document shall be applicable to Employees, as hereinafter defined, who retire or otherwise terminate employment on or after June 1, 2016. With regard to employees who retired or otherwise terminated employment with the Company prior to such date, the provisions of such Policy as in effect at the time of such retirement or termination shall apply.
Compliance with Code Section 409A
The Plan is designed to comply in all respects with Code Section 409A. Accordingly, the Plan is hereby amended and restated, effective as of January 1, 2005, to conform to the requirements of Code Section 409A, and final Treasury regulations issued thereunder, with respect to any Non-Grandfathered Amount, as hereinafter defined, under the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary, prior to January 1, 2009, it is intended that the Plan be construed and administered with respect to any Non-Grandfathered Amount both pursuant to and in accordance with a good faith interpretation of Code Section 409A and in a manner consistent with published guidance and other applicable authorities promulgated thereunder. Treatment of any Non-Grandfathered Amount under the Plan pursuant to and in accordance with any transition rules provided under such published guidance and other applicable authorities shall be expressly authorized hereunder and shall be administered in accordance with procedures established by the Plan Administrator, as hereinafter defined. Without limiting the generality of the foregoing, the Plan was amended effective as of January 1, 2009 in order to correct certain provisions of the Plan in the manner set forth in Section XI.B. of IRS Notice 2010-6 and the provisions of the Plan shall be interpreted (and, if appropriate, revised) so as to be consistent with the requirements of such notice.
Cessation of All Benefit Accruals as of December 31, 2013
Notwithstanding any other provision of the Plan, effective December 31, 2013, all benefit accruals under the Plan shall cease (as further described in Sections 1.20, 2.3, 2.4, 4.3, 10.1, and 10.3).

1


Section 1
Plan Name and Definitions
1.1     Plan Name. This plan, as may be amended from time to time, shall be known as the Navistar, Inc. Managerial Retirement Objective (MRO) Plan (known as the International Truck and Engine Corporation Managerial Retirement Objective (MRO) Plan immediately prior to February 27, 2008 and formerly known as the Navistar International Transportation Corp. Managerial Retirement Objective (MRO) Plan immediately prior to February 23, 2000), hereinafter referred to as the “Plan.” The Plan also has been known as the Navistar International Transportation Corp. Managerial Retirement Objective (MRO) Policy. Notwithstanding the foregoing, to the extent (and only to the extent) required under Code Section 409A with respect to a Participant’s Non-Grandfathered Amount, the term “Plan” shall also mean any other plan with which the Plan is required to be aggregated under Code Section 409A. This Plan is intended to constitute a non-account balance plan, as defined in Treasury regulation §1.409A-1(c)(2)(i)(c).
1.2    "Actual Retirement Date” shall mean the first day of the month coincident with or next following the date on which an Eligible Employee actually Retires.
1.3    "Code” shall mean the Internal Revenue Code of 1986, as amended, including any applicable regulations, authorities, or such other guidance of general applicability promulgated thereunder.
1.4    "Company” shall mean Navistar, Inc. (named International Truck and Engine Corporation immediately prior to February 27, 2008 and formerly named Navistar International Transportation Corp. immediately prior to February 23, 2000) and any entity succeeding to its business which shall acquire its rights and assume its obligations under the Plan and, to the extent not specifically provided in the Plan, includes any Participating Company for purposes of Sections 1.23, 3, 4, 7.1, 7.2, 8.1, 8.4, 8.5, and 8.7; provided that, to the extent (and only to the extent) required under Code Section 409A with respect to any Non-Grandfathered Amount, the term “Company” shall mean the entity for whom the Participant performs services and with respect to whom the legally binding right to payments under the Plan arises, and all entities with whom such entity would be considered a single employer under Code Section 414(b) or 414(c).
1.5    "Credited Service” shall mean Credited Pension Service as used for purposes of the RPSE.
1.6    "Early Retirement Date” shall mean the first day of any month prior to an Eligible Employee’s Normal Retirement Date and coincident with or next following the later of his/her attainment of age 55 and completion of 10 years of Credited Service.
1.7    "Eligible Employee” shall mean any Employee who has met the eligibility requirements of Section 2 (including through application of Section 9 or 10) and, with regard to earnings or periods of service before January 1, 1979, the contribution requirements of Section 6.1.
1.8    "Employee” shall mean any person employed full time by the Company or a Participating Company.
1.9    "Final Average Compensation” shall mean the Participant’s annual base salary plus eligible incentive compensation, as prescribed in Section 4.3, in the highest consecutive 60-month period during the 120-month period prior to his/her Actual Retirement Date, determined in accordance with Section 4.3. “Enhanced Final Average Compensation” shall have the meaning assigned to that term in Section 4.3.
1.10    "Formula Benefit Service” shall mean an Employee’s Formula Benefit Service as determined under the provisions of the RPSE, as modified in Section 6.2.

2


1.11    "Grandfathered Amount” shall mean, with respect to each Participant, the present value of the benefits, if any, to which he/she would have been entitled under the Plan if he/she voluntarily terminated services without cause on December 31, 2004 and received a payment of such benefits on the earliest possible date allowed under the Plan to receive a payment of such benefits following termination of services, and received such benefits in the form with the maximum value, each determined by reference to the terms of the Plan in effect as of October 3, 2004, but only to the extent such Plan terms have not been materially modified (within the meaning of Treasury Regulation §1.409A-6(a)(4)) after October 3, 2004. Notwithstanding the foregoing, for any subsequent taxable year of the Participant, the Grandfathered Amount may increase to (a) equal the present value of the benefits the Participant actually becomes entitled to, in the form and at the time actually paid, determined under the terms of the Plan, as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to such benefits (other than a Participant election with respect to the time or form of an available benefit, if applicable), and (b) include any earnings (within the meaning of Treasury Regulation §1.409A-6(a)(4)) attributable thereto due solely to the passage of time; provided that in no event shall the Participant’s Grandfathered Amount exceed the present value of the benefits to which he would have been entitled under the Plan. For purposes of calculating the present value of each Participant’s Grandfathered Amount, if any, reasonable actuarial assumptions and methods shall be used. Whether actuarial assumptions and methods are reasonable for this purpose shall be determined as of each date the Participant’s benefits are valued for purposes of determining the Grandfathered Amount; provided that any reasonable actuarial assumptions and methods that were used by the Company with respect to such benefits as of December 31, 2004 will continue to be treated as reasonable assumptions and methods for this purpose; provided further that actuarial assumptions and methods shall be presumed reasonable if they are the same as those used to value benefits under the RPSE (or such other a “qualified” plan sponsored by the Company the benefits under which are part of the benefit formula under, or otherwise impact the amount of a Participant’s benefits under, the Plan).
1.12    "NIC” shall mean Navistar International Corporation, the parent corporation of the Company, and each successor thereto.
1.13    "Non-Grandfathered Amount” shall mean, with respect to each Participant, the present value of the benefits to which he/she is entitled under the Plan less any portion of such benefits constituting his/her Grandfathered Amount.
1.14    "Normal Retirement Date” shall mean the first day of the month coincident with or next following an Eligible Employee’s attainment of age 65 and completion of 10 years of Credited Service.
1.15    "Participant” shall mean any Eligible Employee who participates in the Plan as provided in Section 2, and further, the term “Participant” shall be deemed to include any Employee who is or becomes eligible for an allowance under the Plan pursuant to Section 9 or 10.
1.16    "Participating Company” shall mean any corporation which is a member of the group of corporations under common control with the Company and which elects to be included under the Plan with the consent of the Company, and each successor thereto.

3


1.17    "Plan Administrator” shall mean the Company. To the extent the Plan Administrator considers necessary and advisable to properly carry out the administration of the Plan, it shall have discretionary authority to employ and rely upon information and opinions of agents, attorneys, accountants or other persons (who also may be employed by the Company) and to delegate to them any or all of the powers, rights and duties conferred on the Plan Administrator under the Plan. Any reference in the Plan to the term “Plan Administrator” with respect to any such delegation of powers, rights, and duties shall be deemed a reference to the Plan Administrator’s respective delegate.
1.18    "Retire" or "Retired" or "Retires" shall mean an Eligible Employee’s termination of employment with the Company and all of its affiliates (other than by reason of death) on or after his/her Normal Retirement Date or Early Retirement Date, whichever is applicable; provided that with respect to a Participant’s Non-Grandfathered Amount, such Participant’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control).
1.19    "RPSE” shall mean the Navistar, Inc. Retirement Plan for Salaried Employees, as may be amended from time to time.
1.20    "Social Security Benefit” shall mean the annual amount of Primary U.S. Social Security Benefit payable to the Participant at Actual Retirement Date or earliest commencement date, if later, as used for purposes of the RPSE. It shall also include any amounts (annual) payable to the Participant under the Canada Pension Plan (CPP), the Quebec Pension Plan (QPP) and the Canadian Old Age Security Act, if applicable. Notwithstanding the forgoing, for any employee who Retires or otherwise terminates employment after December 31, 2013, such employee’s monthly Social Security Benefit for purposes of determining the offset in Subsections 4.1(b) or 10.3(a) shall be determined using such laws as in effect at December 31, 2013, and assuming (a) for purposes of Subsection 4.1(b) that there are no Social Security earnings (or earning for purposes of the aforementioned Canadian plans or programs, as applicable) or estimated compensation after said date, and (b) for purposes of Subsection 10.3(a), as described in Subsection 10.3(a)(3).
1.21    "Specified Employee” shall mean any Participant who is a “specified employee,” as defined in Treasury Regulation §1.409A-1(i), including any elections described in Treasury Regulation §1.409A-1(i)(2) through (7) made by the Company.
1.22    "Spouse” shall mean the person to whom the Participant is legally married under applicable law. For purposes of further clarity, the term “spouse” shall include, as of June 26, 2013, an individual married to a person of the same sex if the individuals are lawfully married under state law (even if the couple lives in a jurisdiction that does not recognize same-sex marriage). The term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term “marriage” does not include such formal relationships.
1.23    "Vacation Service” shall mean Company service accumulated from the most recent date of hire by the Company as used for purposes of determining the amount of vacation for which the Employee is eligible under Company policy, as determined by the Company.

4


Section 2
Eligibility for Participation
2.1      Eligible Employees
All Eligible Employees who are in Organization Levels 5 and above at their Actual Retirement Date are eligible for participation in the Plan upon their Actual Retirement Date. Any Employee who was in Organization Level 12 or above and continues in employment with the Company or a Participating Company in a position for which an Organization Level is not in effect on the Employee’s Actual Retirement Date will be eligible for participation in the Plan upon his/her Actual Retirement Date.
2.2      Newly Hired Employees Not Eligible to Participate
Notwithstanding any other provision of the Plan, a person who first becomes an Employee of the Company or a Participating Company after December 31, 1995 is not eligible to participate in the Plan. In the case of any former Eligible Employee who is reemployed after December 31, 1995 by the Company or a Participating Company after a break in service, benefits shall accrue with respect to service after December 31, 1995 only if otherwise provided by the terms of the Plan. For further clarity, and subject to the provisions of Section 2.3:
(a) A person who first becomes an Employee after December 31, 1995 of the Company or a Participating Company by direct transfer from Navistar Financial Corporation or an employer participating in the Navistar Financial Corporation Managerial Retirement Objective Plan (the “NFC MRO Plan”), who at the time of such transfer was an Eligible Employee in the NFC MRO Plan (as defined therein), shall at the time of such transfer become an Eligible Employee in the Plan and cease being an Eligible Employee in the NFC MRO Plan.
(b) In the case of any former Eligible Employee who is reemployed by the Company or a Participating Company by direct transfer subsequent to December 31, 2005, from a member of the controlled group of corporations that includes the Company that is not an employer participating in the Plan or in the NFC MRO Plan at the time of such transfer, such former Eligible Employee shall not become an Eligible Employee and shall not recommence active participation under the Plan following the date of such transfer and no benefits shall accrue with respect to service or compensation subsequent to the date of such transfer.
2.3      Closure of Plan to Future Promoted, Hired, or Rehired Employees and Elimination of Eligibility to Participate for Employees Whose Dates of Birth Are Subsequent to January 1, 1960
Subject to Section 7.3, notwithstanding any provision of the Plan to the contrary, effective December 31, 2004, eligibility to participate in the Plan upon Actual Retirement Date is limited to Eligible Employees whose dates of birth are on or before January 1, 1960, and who, as of December 31, 2004 (or as of their last day worked, in the case of individuals described in subparagraph (1) or (2) below):
(a) are employed in Organization Level 7 or above (or were employed in Organization Level 12 or above prior to December 31, 2004, and continued in employment with the Company or a Participating Company in a position for which an Organization Level is not in effect on said date), or

5


(b) are employed in Organization Level 5 or 6 and who either are described in Section 6.2 of the Plan, or, during the period beginning January 1, 1995 and ending December 31, 2004, received a short-term incentive award of the type recognized for purposes of the Plan pursuant to Section 4.3;
provided, however, that this Section 2.3 shall not apply, but Section 2.4 shall apply, to an Employee or former Employee who, as of December 31, 2004:
(1) is receiving (or is eligible to receive) a long term disability benefit under a program of the Company or a Participating Company (as described in Section 3.3), or
(2) has been involuntarily terminated and is eligible for “Grow In” to early retirement under Section 3.2 of the Plan pursuant to Section 9,
unless and until such Employee or former Employee returns to active employment with the Company or a Participating Company on or before December 31, 2013.
No allowance shall be payable under the Plan with respect to any Employee (including a rehired former Employee) who is not eligible to participate in the Plan pursuant to this Section 2.3.
2.4      Special Rules for Certain Participants Who Were Receiving Long Term Disability Benefits or Who Had Been Involuntarily Terminated and Were Eligible for "Grow In" On December 31, 2013, Whose Actual Retirement Dates are Subsequent to January 1, 2014
Effective December 31, 2013:
(a) An Employee or former Employee who is described in and subject to the provisions of paragraphs (1) or (2) of Section 2.3 on December 31, 2013, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013.
(b) Any other Employee or former Employee who is receiving (or is eligible to receive) a long term disability benefit under a program of the Company or a Participating Company (as described in Section 3.3) on December 31, 2013, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013.
(c) Any other Employee or former Employee who has been involuntarily terminated on or before December 31, 2013, and is eligible for “Grow In” to early retirement under Section 3.2 pursuant to Section 9, whose Actual Retirement Date does not occur on or before January 1, 2014, shall cease accruing Formula Benefit Service as of December 31, 2013. For the avoidance of doubt, with regard to such an Employee or former Employee who would, but for the cessation of benefit accruals effective December 31, 2013, accrue Credited Service and Formula Benefit Service after December 31, 2013 pursuant to Section 8.10(d) of the Formula Benefit Part of the RPSE, such Employee’s or former Employee’s Credited Service and Formula Benefit Service as of December 31, 2013, shall include credit for the maximum credited hours (not to exceed 1,530 hours) related to such layoff, pursuant to Section 1.1(g) of Part D of the RPSE.

6


Section 3
Retirement Dates and Conditions
3.1      Normal Retirement
An Eligible Employee who reaches his/her Normal Retirement Date while in the employment of the Company may elect to Retire and shall be entitled, subject to the forfeiture provisions of Sections 7.1 and 8.4, to receive a Normal Retirement Allowance as specified in Section 4.1.
3.2      Early Retirement
An Eligible Employee who reaches his/her Early Retirement Date while in the employment of the Company may elect to Retire. In the event of such Early Retirement, an Eligible Employee shall be entitled, subject to the forfeiture provisions of Sections 7.1 and 8.4, to receive an Early Retirement Allowance as specified in Section 4.2. In the absence of such consent and approval, an Employee may retire and will be entitled only to such benefits as may be provided under the RPSE.
3.3      Employees Eligible for Long Term Disability Benefits
Notwithstanding anything in the Plan to the contrary, effective as of January 1, 2009, an Eligible Employee who continues to receive (or continues to be eligible) to receive a long term disability benefit under a benefit program of the Company or a Participating Company may elect to Retire under Section 3.1 or 3.2, whichever is applicable, not later than the date which is 29 months following the commencement of such Employee’s bona fide leave of absence due to disability (unless the Employee has a right to reemployment (pursuant to statute or contract) for a period in excess of 29 months, in which case such longer period shall be substituted for the 29 month period referenced above), regardless of whether the Employee in fact continues (or continues to be eligible) to receive such long term disability benefit.
Section 4
Amount and Payment of Benefits
4.1      Normal Retirement Allowance
The monthly Normal Retirement Allowance of a Participant who Retires under Section 3.1 shall be an amount, commencing as of the Participant’s Actual Retirement Date, equal to one-twelfth of the quantity (a) the Managerial Retirement Objective (“MRO”) below, minus (b) the Social Security Offset below, minus (c) below:
(a) The MRO shall be equal to Final Average Compensation multiplied by the lesser of (1) or (2), below:
(1) the sum of (i) and (ii):
(i) 2.4% for each year of Formula Benefit Service accrued prior to January 1, 1989,
(ii) 1.7% for each year of Formula Benefit Service accrued on or after January 1, 1989, or

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(2) 60% minus 2.4% for each year prior to 1979 that the Employee failed to make or repay the required employee contributions pursuant to Section 6.
(b) The Social Security Offset shall be equal to the Participant’s Social Security Benefit (as defined in Section 1.20) multiplied by the lesser of (1) or (2), below:
(1) 1.7% for each year of Formula Benefit Service, or
(2) 60%
(c) Other Offsets
The sum of the annual amounts of the following benefits payable to the Participant under:
(1) the RPSE,
(2) any plan or program of Navistar Canada, Inc. (named International Truck and Engine Corporation Canada immediately prior to February 20, 2008), and each successor thereto, providing defined benefit retirement benefits, but excluding the Supplement Retirement Income Plan (“SRIP”) sponsored by Navistar Canada, Inc.,
(3) the following former deferred profit sharing plans: Employees’ Retirement Savings and Profit Sharing Plan of the Frank G. Hough Co.; Solar Aircraft Company Employees’ Profit Sharing Retirement Plan; or former Navistar International Transportation Corp. Profit Sharing Plan for Eligible Employees, with such amounts determined on the basis of the actuarial equivalent of distributions related to account balances thereunder;
(4) any other pension plan or program of the Company or of its foreign or domestic subsidiaries providing defined benefit retirement benefits, but excluding the Navistar, Inc. Supplemental Executive Retirement Plan (named the International Truck and Engine Corporation Supplemental Executive Retirement Plan immediately prior to February 27, 2008), the Navistar, Inc. Retirement Plan for International Employees (named the International Truck and Engine Corporation Retirement Plan for International Employees immediately prior to February 27, 2008), and any other nonqualified deferred compensation plan of the Company or any other entity which would be deemed to be the same “service recipient” for purposes of Code Section 409A,
(5) any foreign social security program, excluding amounts defined in Section 1.20. (In cases where the Employee is eligible for U.S. Social Security Benefits and has not been compensated for his/her contributions to the foreign social security programs, only the estimated Company-purchased portion of foreign social security benefits shall be used. In cases where the Employee is not eligible for U.S. Social Security Benefits, the entire amount of foreign social security shall be used.), and
(6) any severance or termination benefits required by a foreign government.
Notwithstanding anything in the Plan to the contrary, in determining the amount of a Participant’s benefit under the Plan, no offset shall be applied under this Section 4 to the extent that such offset would result in the Plan failing to comply with the requirements of Code Section 409A due to an impermissible linkage as described in Section XI.B. of IRS Notice 2010-6.

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The determination of the retirement benefits that the Participant is eligible to receive from the retirement plan of the foreign subsidiary or affiliated company and foreign social security benefits shall be made at time of the Employee’s Actual Retirement Date or the first date the Participant is eligible to receive such benefits, if later, and shall not be subject to change thereafter for purposes of determining the Allowance under the Plan.
4.2      Early Retirement Allowance
The Early Retirement Allowance for a Participant who Retires under Section 3.2 on or after his/her 62nd birthday shall be the amount computed under Section 4.1, with the amount computed under Section 4.1(a) unreduced for commencement of benefits prior to Normal Retirement Date.
The Early Retirement Allowance for a Participant who Retires under Section 3.2 on or after his/her 55th birthday but prior to his/her 62nd birthday shall be the amount computed under Section 4.1(a) reduced by 1/4 of 1% for each month or partial month his/her age at Actual Retirement Date is less than age 62, then further reduced by the amounts under paragraphs (b) and (c) of Section 4.1. For purposes of determining the Social Security Offset under paragraph (b) of Section 4.1, it will be assumed there are no Social Security earnings after the Actual Retirement Date.
4.3      Final Average Compensation
“Final Average Compensation” shall mean an Employee’s average annual base salary plus certain short-term incentive awards, as designated by the Plan Administrator in its discretion, in the highest consecutive 60-month period during the 120-month period prior to the earlier of (1) his/her Actual Retirement Date or (2) January 1, 2014, except as provided in (a) and (b), below. Except as provided in Sections 4.10 and 4.13, such incentive awards will relate to the month in which payment is actual-ly made. No more than five annual awards or twenty quarterly awards (or equivalent combination thereof) shall be included within any 60-month period and, except as provided in Sections 4.10 and 4.13, only such incentive awards paid before a Participant’s Actual Retirement Date shall be considered. In the event more than five annual or twenty quarterly awards (or equivalent combination thereof) occur within any given 60-month period, only the five annual or twenty quarterly awards (or equivalent combination thereof) which are in consecutive sequence with one another and which produce the highest resulting average, as indicated above, will be considered. The short-term incentive awards recognized for purposes of the Plan are Annual Incentive Awards or their equivalent and certain sales and marketing incentive compensation programs (excluding compensation for contests and other forms of sales promotions) as designated by the Plan Administrator from time to time in its discretion.
Annual Incentive Awards for fiscal year 1999 and each subsequent year shall be taken into account only to the extent of the ratio specified below for the Organization Level of each Employee as of the last day of each fiscal year for which an Award is payable.
Organization Level
On Last Day of Fiscal Year
Ratio
CEO
(without Organization Level)
50/100
13
50/65
12
50/65
11
45/55
10
40/50
9
35/40

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Annual Incentive Awards for fiscal year 2000 and each subsequent year shall be taken into account only to the extent of the ratio specified below for the Organization Level of each Employee as of the last day of each fiscal year for which an Award is payable, and shall not exceed the amount set out as the “Cap” for the fiscal year.
Organization Level
On Last Day of Fiscal Year
Ratio
Cap
(As a Percentage of Annualized Base Salary On Last Day of Fiscal Year)
CEO
(without Organization Level)
50/110
75.0%
13
50/75
75.0%
12
50/75
75.0%
11
45/65
67.5%
10
40/55
60.0%
9
35/40
52.5%
Long Term Incentive Awards, cash profit sharing/enhanced profit sharing payments, and “lump-sum” increase and recognition awards (excluded from base salary) are specifically excluded.
(a) For an Employee described in Section 3.3, the 120-month period described above shall be the 120-month period prior to the earlier of (1) the expiration of salary continuation or (2) January 1, 2014, and
(b) For an Employee described in Section 9.1, the 120-month period described above shall be the 120-month period prior to the earlier of (1) the last day worked or (2) January 1, 2014.
For the purpose of this Section 4.3, compensation shall not include incentive compensation attributable to fiscal year 2001 and thereafter which compensation:
(i) is attributable to service while the Employee was in Organization Level 5 or 6, or
(ii) is attributable to service while the Employee is in Organization Level 7 or 8, and is attributable to an incentive compensation program other than the Annual Incentive Award program (or an equivalent award program), to the extent such incentive compensation paid for a fiscal year exceeds 37.5% of the annualized base salary as of the end of that fiscal year for an Employee in Organization Level 7 and 45.0% of the annualized base salary as of the end of that fiscal year for an Employee in Organization Level 8.
“Enhanced Final Average Compensation” shall mean, for certain Participants as described in Section 4.9, the Participant’s Final Average Compensation determined in accordance with the foregoing provisions of this Section 4.3 by substituting for the “120-month period” described above the “period from January 1, 1995 to the earlier of (1) the Participant’s Actual Retirement Date or (2) January 1, 2014”; provided, however, that for purposes of applying paragraph (a), above, in determining the Enhanced Final Average Compensation, such substituted 120-month period shall instead be the “period from January 1, 1995 to the earlier of (1) the expiration of salary continuation or (2) January 1, 2014” and for purposes of applying paragraph (b), above, in determining the Enhanced Final Average Compensation, such substituted 120-month period shall instead be the “period from January 1, 1995 to the earlier of (1) the last day worked or (2) January 1, 2014.”

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4.4     No Decrease in Plan Benefits
There will be no decrease in the amount of monthly benefits payable in the case of (a) a Participant or beneficiary who is receiving benefits or (b) an Eligible Employee whose employment is terminated by the Company for reasons other than Cause (as defined in Section 9.3) and who has a nonforfeitable right to (deferred) benefits pursuant to Section 9 or 10, by reason of any general increase in the benefit levels payable under Title II of the Social Security Act, or under the comparable acts related to the CPP or QPP or under the Canadian Old Age Security Act or any increase in the wage base under such Act(s), or any post-retirement increase in the amounts in Section 4.1(c) subsequent to the Participant’s Actual Retirement Date or the Participant’s termination from employment with the Company, respectively.
4.5      Assumptions and Adjustments in Computing Benefits
(a) If an Eligible Employee elects (or is deemed to have elected) an optional form of payment of retirement or survivor income, such as the Survivor Benefit or the Qualified Pre-Retirement Survivor Annuity (QPSA) under the RPSE, the amounts in 4.1(c), above, will be computed as if the option had not been elected.
(b) Contributory benefits under the RPSE, non-contributory benefits under the RPSE, and annuity benefits under other Company plans under which annuities are provided will be deemed to have commenced (on a reduced basis, to the extent such benefits would be subject to reduction if commencement occurred on the Actual Retirement Date) as of the Actual Retirement Date.
(c) Social Security Benefits will be taken into account in determining any MRO allowance under this Plan even though the Participant either does not apply for, or loses part or all of such payments through delay in not applying for them, by entering into employment, or otherwise.
4.6     Preservation of Benefits Accrued As of December 31, 1988
Notwithstanding the foregoing, the amount of a Participant’s allowance determined under Section 4.1 or 4.2, whichever is applicable, shall not be less than an amount determined by substituting both the “Preserved MRO” in paragraph (a), below, for the MRO in Section 4.1(a) and the “Preserved Social Security Offset” in paragraph (b), below, for the Social Security Offset in Section 4.1(b).
(a) The “Preserved MRO” shall be equal to the “Preserved Final Average Compensation” multiplied by the lesser of
(1) 2.4% for each year of Formula Benefit Service accrued prior to January 1, 1989, or
(2) 60% minus 2.4% for each year prior to 1979 that the Employee failed to make or repay the required employee contributions pursuant to Section 6.
(b) The “Preserved Social Security Offset” shall be equal to 65% of the Participant’s Social Security Benefit determined as of December 31, 1988, using the Social Security law as then in effect and assuming there are no Social Security earnings after such date, but based on the Employee’s age at Actual Retirement Date rather than his/her age on December 31, 1988.

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(c) The “Preserved Final Average Compensation” shall mean Final Average Compensation determined under Section 4.3 as if the Participant’s Actual Retirement Date were January 1, 1989 and by substituting “36-month” and “60-month,” respectively, for “60-month” and “120-month” and by substituting “three” and “twelve,” respectively, for “five” and “twenty,” wherever they occur in that Section.
4.7      Payment of Retirement Allowances
A Participant’s allowances under the Plan, subject to Sections 7.1 and 8.4, are payable in monthly installments commencing on the Participant’s Actual Retirement Date. Allowances cease with the payment made on the first day of the month in which the Participant’s death occurs, except to the extent payments after death are provided by the form of allowance which is then in effect. Notwithstanding the foregoing or any other provision of the Plan to the contrary, in the event the Participant is a Specified Employee, no portion of his/her benefits under the Plan that constitutes a Non-Grandfathered Amount shall be paid before the end of the six-month period following the Participant’s Actual Retirement Date, except in the event of the Participant’s death before the end of such period; provided that on the first date on which such benefit payments may be paid to the Participant at the end of such six-month period, the Participant shall receive payment of all monthly benefit payments due from his/her Actual Retirement Date, with an appropriate adjustment for interest for delayed payment (computed in a manner consistent with computing interest adjustments for delayed pension payments under the RPSE).
4.8      Allowances Unfunded
The allowances payable under this Plan shall be paid by the Company each month out of its general assets and shall not be funded in any manner.
4.9     Enhancement to Retirement Allowances for Certain Participants
With regard to certain Participants, as further provided in this Section 4.9, whose dates of birth are on or before January, 1, 1955, and who Retire or otherwise terminate employment with the Company and all of its affiliates on or after December 31, 2005, such Participants shall receive enhancements to their allowances otherwise determined under the Plan without regard to this Section 4.9. The amount of such enhancements, which shall constitute a Non-Grandfathered Amount and shall be subject to Code Section 409A, shall be equal to the excess, if any, by which the allowances determined by substituting the Participant’s Enhanced Final Average Compensation for the Participant’s Final Average Compensation exceed the allowances otherwise determined under the Plan absent this Section 4.9. Such enhancements to the allowances of a Participant or of a Participant’s surviving spouse, if applicable, shall be paid at the same time and in the same frequency, form and manner, and for the same duration as such Participant’s or surviving spouse’s allowances are otherwise payable under the Plan, except to the extent otherwise required by law.
The above provisions of this Section 4.9 shall not apply to a Participant who, as of December 31, 2005:
(a) is receiving (or is eligible to receive) a long term disability benefit under a program of the Company or a Participating Company (as described in Section 3.3), or
(b) has been involuntarily terminated and is eligible for “Grow In” to early retirement under Section 3.2 of the Plan pursuant to Section 9,
unless and until such Participant returns to active employment with the Company.

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4.10     Special Recalculation of MRO Payments for Certain Participants Whose Actual Retirement Dates are On or After February 1, 2006 and Prior to May 1, 2008
A Participant whose Actual Retirement Date is on or after February 1, 2006 and prior to May 1, 2008, and who Retired prior to the payment of his or her Achievement Bonus attributable to the fiscal year ending October 31, 2005 and/or the payment of his/her Annual Incentive Award for the fiscal year ending October 31, 2006, will have his/her amounts under this Section 4 recalculated as soon as administratively practicable after the payment of any such awards. The recalculation will recognize such awards in the determination of such Participant’s Final Average Compensation and Enhanced Final Average Compensation under Section 4.3 and, such award(s) will be considered as having been paid during the last month of the applicable “120-month period” with respect to Final Average Compensation and of the comparable period with respect to Enhanced Final Average Compensation described in Section 4.3, but only to the extent that such award(s) were paid after the end of such applicable periods. Any net increases in such Participant’s allowances under the Plan resulting from such recalculation shall be effective retroactive to such Participant’s Actual Retirement Date, shall constitute a Non-Grandfathered Amount, and shall be subject to Code Section 409A.
4.11     Tax Withholding
To the extent required by law in effect at the time distribution is made from the Plan (or at such earlier date on which any taxes are due, as prescribed by law), the Company shall withhold any taxes required to be withheld by federal, state or local taxing authorities.
4.12     Errors in Distributions
In the event of an error in a distribution, the Participant’s or his/her beneficiary’s benefits under the Plan shall, immediately upon the discovery of such error, be adjusted to reflect such underpayment or overpayment and, if possible, the next distribution shall be adjusted upward or downward, as appropriate, to correct such prior error. If the remaining benefits owed to the Participant or his/her beneficiary is insufficient to cover an erroneous overpayment, the Company may, at its complete and sole discretion, offset other amounts payable to the Participant from the Company or bring a lawsuit or proceeding against the Participant or his/her beneficiary to recoup the amount of any such overpayment and any costs and expenses, including, without limitation, court costs and reasonable attorneys’ fees, incurred by the Plan, the Company, or the Plan Administrator, in connection with recouping any such overpayment.

13


4.13     Special Rule for Certain Participants Who Were Involuntarily Terminated On or After December 1, 2008 and Prior to December 31, 2008, Whose Actual Retirement Dates are On or After December 1, 2008 and Prior to February 1, 2009
A Participant whose employment is Involuntarily Terminated (within the meaning of Section 9 of the Plan) on or after December 1, 2008 and prior to December 31, 2008, whose Actual Retirement Date is on or after December 1, 2008 and prior to February 1, 2009, and who Retired prior to the payment of his or her incentive award for the fiscal year (or fiscal quarter, as applicable) ending October 31, 2008, will have his/her amounts under this Section 4 calculated or recalculated, as applicable, as soon as administratively practicable after the payment of any such award. The calculation or recalculation will recognize such award in the determination of such Participant’s Final Average Compensation and Enhanced Final Average Compensation under Section 4.3, and such award will be considered as having been paid during the last month of the applicable “120-month period” with respect to Final Average Compensation and of the comparable period with respect to Enhanced Final Average Compensation described in Section 4.3, but only to the extent that such award was paid after the end of such applicable periods. Any net increases in such Participant’s allowances under the Plan resulting from such calculation or recalculation shall be effective as of (and retroactive to, if applicable) such Participant’s Actual Retirement Date, shall constitute a Non-Grandfathered Amount, and shall be subject to Code Section 409A.
Section 5
Survivor Benefits
5.1     Survivor Allowance - Before Retirement
The surviving spouse of an Eligible Employee (i) who dies after attaining age 55 and after becoming eligible to Retire, but before he/she actually Retires, and (ii) who if he/she had Retired at the date of his/her death, would have been eligible for the survivor benefits under Section 5.2, shall be entitled to a monthly “Automatic Survivor Allowance” during the spouse’s lifetime, terminating with the last monthly payment before the spouse’s death. The monthly allowance payable to the surviving spouse shall be the amount such spouse would have been entitled to receive under Section 5.2 if the Employee had Retired under Section 3.1 or 3.2, whichever is applicable, on the date of his/her death with allowances commencing the first of the following month with the Survivor Benefit under Section 5.2 in effect. A surviving spouse who was not married to the deceased Employee for at least one year at the date of death shall not be eligible for this Automatic Survivor Allowance.
5.2     Survivor Allowance - After Retirement
(a) For a married Employee who elects to Retire with an allowance payable pursuant to Section 4.1 or 4.2, whichever is applicable, (or for a married Employee who commences his/her deferred vested allowance pursuant to Section 10) whose designated spouse shall be living at the Employee’s death after the effective date in paragraph (b) below, a Survivor Allowance shall be payable to such spouse during the spouse’s further lifetime.
(b) The provisions of paragraph (a) shall become effective on the later of (i) the commencement date of the Employee’s monthly allowance, or (ii) the first day of the month in which the Employee has been married one year if he/she is married when such Survivor Allowance provisions would otherwise become effective but such marriage has been in effect less than one year at that date.

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(c) The beneficiary of a Survivor Allowance shall be only the person who is the Employee’s spouse at the effective date of the Survivor Allowance and who has been his/her spouse for at least one year immediately prior to such date.
(d) The Survivor Allowance provided in this Section 5.2 shall not be applicable upon the death of the Employee or his/her designated spouse, or both, prior to the effective date of the Survivor Allowance.
(e) For an Employee for whom and during the period in which a Survivor Allowance is in effect, the monthly allowance otherwise payable to the Employee shall be decreased by one-half of one percent (1/2%) for each full year in excess of ten (10) years that the spouse’s age is less than the Employee’s age (the age of each for purposes hereof being the age at his/her last birthday prior to the effective date of the Survivor Allowance); except that, in the case of an Employee who Retires under Section 3.2 prior to age 62, the amount of reduction in his/her monthly benefit before age 62 attributable to the Survivor Allowance shall be based on the monthly allowance payable to such Employee after age 62.
(f) In the event the spouse for whom a Survivor Allowance is in effect predeceases the Employee or they are divorced by court decree, the Survivor Allowance shall be cancelled on the date of such death or court decree. Any reduction pursuant to (e) above shall be eliminated effective the first day of the third month following the month in which the Company receives evidence satisfactory to the Company of the spouse’s death or of a final decree of divorce.
(g) The Survivor Allowance payable to the surviving spouse of a Participant who dies after both the commencement date of his/her monthly allowance and the effective date of the Survivor Allowance shall be a monthly allowance for the further lifetime of such surviving spouse equal to 55% of the amount of such Participant’s monthly allowance payable after age 62 after any applicable reduction pursuant to paragraph (e) above.
(h) An Employee whose allowance would be reduced under paragraph (e) above may revoke the Survivor Allowance otherwise provided in this Section 5.2 by executing and filing with the Company at or prior to the commencement date of his/her monthly allowance a specific written election, which (for elections other than elections changing a previous revocation) includes the written consent of the Employee’s spouse witnessed by a Plan representative or notary public, on a form approved by the Company.
5.3     Survivor Allowance Election After Retirement
A Participant who Retires with an allowance pursuant to Section 4.1 or 4.2, whichever is applicable, and for whom no Survivor Allowance is in effect pursuant to Section 5.2 may file a written application with the Company for a Survivor Allowance provided:
(i) the Participant was not married at a time when the Survivor Allowance would otherwise have been available pursuant to Section 5.2 and has subsequently married, or
(ii) the Participant had a Survivor Allowance in effect pursuant to Section 5.2 which is no longer in effect and has remarried.

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Such Survivor Allowance shall be provided under the terms and conditions of Section 5.2 and shall become effective on the first day of the month following the month in which the Company receives a completed application on a form approved by the Company, but in no event before the first day of the month following the month in which the Participant has been married to the designated spouse for one year. No Survivor Allowance provided hereunder shall become effective for a Participant whose application form is received by the Company after the first day of the month in which the Participant has been married to the designated spouse for one year. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any such application by a Participant for such Survivor Allowance with respect to that portion of his/her benefits under the Plan that constitutes a Non-Grandfathered Amount shall be permitted only to the extent the provision of such Survivor Allowance does not otherwise violate the requirements of Code Section 409A.
Section 6
Employee Contribution Requirements
6.1     Employee Contribution Requirements For the Period Prior to January 1, 1979
In addition to the requirements under Sections 2 and 3, to be eligible for benefits under the Plan upon an Eligible Employee’s Actual Retirement Date, an Employee must have regularly contributed to the Contributory Annuity Plan (“CAP”) or the RPSE (Part B), whichever was applicable, with regard to earnings and periods of service prior to January 1, 1979, on the following bases: (1) If the Employee was not a member of the CAP on December 21, 1950, but was a managerial employee over age 30 and had two years of credited pension service, he/she must have joined the CAP within 60 days after that date (that is before February 20, 1951), and contributed continuously thereafter, to the extent permitted by his/her earnings; (2) If the Employee was not so eligible for membership in the CAP on December 21, 1950, he/she must have joined within 60 days after becoming eligible, within 60 days after being promoted to a managerial position, or by age 30, whichever is later; and have contributed continuously thereafter, to the extent permitted by his/her earnings. (The two-year service requirement for CAP participation was eliminated on January 1, 1965 for an Employee age 30 and over. The age 30 requirement was changed to age 25 effective August 1, 1977.); and (3) If a managerial employee was participating in the CAP or the RPSE (Part B), whichever is applicable, and prior to August 1, 1977 requested discontinuance of contributions after reaching age 30, or on or after August 1, 1977 requested discontinuance of contributions after reaching age 25, such Employee is ineligible for benefits under the Plan.
Ineligible managerial Employees on January 1, 1976 who by June 30, 1977 agreed to make special contributions in amounts equal to the contributions which they would have made had they elected to contribute in eligible years prior to 1977 shall become eligible for benefits under the Plan with respect to service prior to January 1, 1976. However, failure to continuously contribute thereafter in any year prior to 1979 in which such Employee was eligible to do so will make such Employee ineligible for benefits under the Plan.
No Employee contributions are required or permitted with regard to earnings or periods of service on or after January 1, 1979.
6.2     Adjustments to Formula Benefit Service For 1976
For an Employee who at any time during the period January 1, 1976 through July 31, 1977 had attained the age of 25 but not 30 and who, solely on account of not making contributions to the RPSE during such period but prior to attaining the age of 30 incurred a reduction on account of the year 1976 in the determination of such Employee’s Formula Benefit Service under the provisions of the RPSE shall have such reduction on account of the year 1976 disregarded for all purposes of the Plan.

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Section 7
General Conditions
7.1     Forfeitures
Subject to Section 10.1, if, without the written consent of the Company, a Participant engages in a business, whether as owner, partner, officer, employee or otherwise, which is in competition with the Company or one of its affiliates, and if the Participant’s participation in such a business is deemed by the Company to be detrimental to the best interests of the Company, any allowance otherwise payable thereafter to or on account of him/her under the Plan will be forfeited, notwithstanding any other provisions of this Plan. The determination as to whether such business is in competition with the Company or any of its affiliates, and whether such participation by such person is detrimental to the best interests of the Company, shall be made by the Company in its absolute discretion, and the decision of the Company with respect thereto, including its determination as to when the participation in such competitive business commenced, shall be conclusive.
7.2     Applicability
This Plan shall not apply to Employees of any division or operation to the extent and during the time excluded by the Company because of the existence or establishment of a separate pattern of benefits within a particular area or industry.
7.3     Amendment and Termination
The Company expects to continue the Plan indefinitely, but reserves the right to modify or discontinue the Plan if, in its judgment, such a change should be deemed necessary or desirable. However, even if the Company should modify or discontinue the Plan, the allowances already granted to Eligible Employees who Retired under Section 3.1 or 3.2, whichever is applicable, will be continued under the terms of the Plan as in effect when the Eligible Employee so Retired.
In the event the Company were to modify or discontinue the Plan, any such modification or discontinuance shall not reduce the “accrued objective” under the Plan for an Eligible Employee in Organization Level 5 or above who has attained the age of 55 and accrued at least ten years of Credited Service as of the effective date of such modification or discontinuance; and as of the date the Employee actually Retires under Section 3.1 or 3.2, whichever is applicable, the Company shall pay such Employee an allowance which together with the amounts computed under Section 4.1(b) and (c) shall be sufficient to bring such Employee’s total retirement income up to such accrued objective. For purposes of this provision, an Employee’s “accrued objective” shall be the MRO computed under Section 4.1(a) as if the Employee had Retired under Section 3.1 or 3.2, whichever is applicable, on the effective date of such modification or discontinuance, based on the provisions of the Plan as in effect immediately prior to such amendment. In the event the Employee Retired under Section 3.2, such accrued objective shall be reduced in accordance with Section 4.2, based on the provisions of the Plan as in effect immediately prior to such amendment (as if Section 4.2 had continued in effect until Actual Retirement Date) and on the Employee’s age at Actual Retirement Date.
Supplements may be added to the Plan. Each Supplement will form a part of the Plan, and will modify the terms of the Plan as applied to those employees or groups of employees identified in that Supplement.

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7.4     Contractual Obligation
Notwithstanding any provision (other than Section 7.1 or 8.4) to the contrary, the Company hereby makes a contractual commitment to pay the allowances under and in accordance with the Plan with respect to an Eligible Employee in Organization Level 5 or above who has attained the age of 55 and accrued at least ten years of Credited Service.
7.5     Interpretation of the Plan
The Plan Administrator is granted discretionary authority to determine eligibility for and the amount of allowances, and to construe the terms of the Plan, and such determinations by the Plan Administrator shall be final and binding on all persons.
7.6     Special Considerations
It is recognized that retirements of Eligible Employees may involve unusual circumstances or conditions which do not meet all of the provisions of this Plan. Only the Board of Directors of the Company (or such committee, individuals or individual to whom said Board of Directors delegates such authority) shall have the power and authority to review such cases and to determine whether or not the unusual circumstances or conditions warrant granting an exception to the provisions.
Section 8
Miscellaneous
8.1     No Employment Rights
Nothing contained in this Plan shall be construed as a contract of employment between the Company and an Employee, or as a right of any Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without Cause (as defined in Section 9.3).
8.2     Assignment
(a) The benefits payable under this Plan may not be assigned or alienated, except that with respect to benefits being paid to Participants, all or a portion of such benefits may be paid in accordance with the provisions of a Qualified Domestic Relations Order (“QDRO”) as defined by the Retirement Equity Act of 1984, in which case, the amount of any benefits otherwise payable under the Plan shall be reduced accordingly by the value of any benefits paid or payable to any alternate payee(s) pursuant to such QDRO.
(b) A Participant or beneficiary may direct that any portion of his/her Plan benefit be paid to a third party (which includes the Company and affiliates) in payment of amounts such as federal, state, or local tax withholding; a direct deposit to an account in a bank, savings and loan association, or credit union; and contributions under a life insurance, medical, or other employee benefit plan; provided that:
(1) Such payment direction will be revocable by the Participant or beneficiary at any time prior to the payment being made;

18


(2) The payment is for a category of payments for which the Plan Administrator has authorized payment direction; and
(3) Payments to third parties shall not exceed in the aggregate 10% of any benefit payment, except that the following payments shall not individually or in the aggregate be subject to the 10% limitation:
(i) Payments (including but not limited to contributions under a life insurance, medical, or other employee benefit plan) directed to be made to a third party who has filed a written acknowledgment with the Plan Administrator stating that the third party has no enforceable right in, or to, any Plan benefit payment or portion thereof (except to the extent of payments actually received pursuant to the terms of the payment direction);
(ii) Any arrangement for the withholding of federal, state, or local tax;
(iii) Any arrangement for the recovery by the Plan of overpayments of benefits previously made to a Participant or beneficiary; and
(iv) Any arrangement for direct deposit to an account in a bank, savings and loan association, or credit union.
8.3     Applicable Law
This Plan shall be construed and administered in accordance with applicable federal laws and, to the extent not inconsistent therewith or preempted thereby, with the laws of the State of Illinois, determined without regard to the choice of law rules of any jurisdiction. Without limiting the generality and applicability of the foregoing and notwithstanding any provision in the Plan to the contrary, if and to the extent that the payment of any Plan benefits would otherwise violate the requirements of Code Section 409A, such Plan benefits shall be paid under such other conditions determined by the Plan Administrator that cause the payment of such benefits to comply with Code Section 409A and the Plan shall be construed and administered accordingly to achieve that objective, and in the event of any inconsistency between the terms of the Plan and Code Section 409A, the terms of Code Section 409A shall prevail and govern.
8.4     Facility of Payment; Missing Persons
When a person entitled to benefits under the Plan is under legal disability, or, in the Plan Administrator's opinion, is in any way incapacitated so as to be unable to manage his/her financial affairs, the Plan Administrator may, in its sole discretion, direct payment of benefits to such person's legal representative or estate, to any person who is judicially appointed or authorized to receive payment of benefits for such person’s benefit, or to a relative or friend of such person for such person’s benefit, or the Plan Administrator may direct the application of such benefits for the benefit of such person. Any payment made in accordance with the preceding sentence shall be a full and complete discharge of any liability for such payment under the Plan.
Neither the Plan Administrator nor the Company is required to search for or locate any person entitled to benefits under the Plan. If the Plan Administrator attempts to notify a person that he/she is entitled to benefits under the Plan, and such person fails to claim his/her benefits or make his/her whereabouts known to the Plan Administrator within a reasonable period of time after the notification is sent to such person, the benefits payable to such person shall be forfeited; provided that such benefits shall be reinstated if the person entitled thereto subsequently makes a claim for the forfeited benefits.

19


8.5     Validity
If any provision of the Plan is deemed invalid, illegal, or unenforceable by appropriate authority under the law of any jurisdiction applicable to the Plan, the same shall not affect, in any respect whatsoever, the validity, legality, or enforceability of any other provision of the Plan, and the Plan shall continue, to the fullest extent permitted by law, as if such invalid, illegal, or unenforceable provision were omitted and/or modified by such appropriate authority so as to preserve its validity, legality, or enforceability, unless such omission or modification would substantially impair the rights or benefits under the Plan of any affected Participant or beneficiary, the Company, or the Plan Administrator.
8.6     Claims Procedure
The Plan Administrator will provide notice in writing to any Participant or beneficiary whose claim for benefits under the Plan is denied, and the Plan Administrator shall also afford such Participant or beneficiary a full and fair review of its decision if so requested. The Plan Administrator has discretionary authority and responsibility to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions. Each such determination by the Plan Administrator shall be binding on all parties. Any interpretation of the provisions of the Plan and any decisions on any matter within the discretion of the Plan Administrator made in good faith shall be final and binding on all persons. Except to the extent reserved under Section 7.6, benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. After exhaustion of the Plan’s claims and appeals procedures, any further legal action taken against the Plan or its fiduciaries must be filed in a court of law no later than the earlier of (i) 180 days after the Plan Administrator’s final decision regarding the claim appeal, (ii) three years after the date on which the Participant or other claimant commenced payment of the Plan benefits at issue in the judicial proceeding, or (iii) the statutory deadline for filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as determined by applying the most analogous statute of limitations for the State of Illinois.
8.7     Responsibility For Legal Effect
No representations or warranties, express or implied, are made by the Company or the Plan Administrator and neither the Company nor the Plan Administrator assumes any responsibility concerning the legal, tax, or other implications or effects of the Plan.
Section 9
Involuntary Termination
9.1    Except as provided in Section 9.2, an Eligible Employee in Organization Level 5 or above whose employment with the Company and all of its affiliates is terminated by the Company for reasons other than “Cause” and whose age plus continuous Vacation Service as of the date of termination total 55 or more shall be eligible to “Grow-In” to early retirement under Section 3.2 of the Plan, with benefits based on the Plan as in effect on the date of such termination, provided:
(a) the Employee has accrued at least ten years of Credited Service as of his/her date of retirement,

20


(b) the Employee does not experience a break in service under the RPSE by reason of retirement under the RPSE, death, voluntary election to break such service or the elapse of a period of time equal to the Employee’s continuous Vacation Service prior to his/her date of retirement, and
(c) the Employee is not rehired by the Company or an affiliated company prior to his/her date of retirement.
9.2    Notwithstanding the foregoing, such “Grow-In” shall not apply to an Employee who refuses a reasonable offer of employment from the purchaser of a business or facility unless the Employee had the option to refuse the offer by the terms of the sale agreement or without breaking his/her continuity of service under the applicable Company policy with respect to the particular sale; provided, further, however, that an Employee who is employed by or is offered a reasonable position with such a purchaser, but is not eligible to participate in a plan of the purchaser which is the same as or substantially comparable to the RPSE and which plan of the purchaser provides that the Employee will receive credit for all service recognized under the Company’s plan, will be eligible for “Grow-In.”
9.3    The term “Cause” means termination by the Company for willful misconduct involving an offense of a serious nature, for conviction of a felony as defined by the state in which the act was committed or for continued intentional failure to perform required duties with the Company after written notice of such failure.
9.4    The term “Grow-In” means that the former Employee will be treated for purposes of the Plan as if he/she were on layoff for purposes of the RPSE. Such terminated Employee who, by virtue of aging and/or accruing additional Credited Service in accordance with the provisions of the RPSE subsequent to termination of employment, meets the age, service and other requirements for early retirement under Section 3.2 of the Plan, except for being an Employee of the Company on his/her early retirement date, shall be eligible for an Early Retirement Allowance under Section 4.2 of the Plan, shall have Retired under Section 3.2 upon such early retirement date, and, with respect to any Non-Grandfathered Amount, shall be deemed to have elected an Actual Retirement Date on the earliest date on which he/she could have otherwise elected to Retire under Section 3.2 of the Plan, unless and to the extent the Employee elects to defer commencement in accordance with the requirements of Code Section 409A.
Section 10
Change in Control
10.1    In the event of a “Change in Control,” as defined in Section 10.2:
(a) the Company makes a contractual commitment to pay the allowances under the Plan (1) in accordance with Section 9, with respect to an Employee who meets the requirements of said Section and whose employment is terminated by the Company within two years following a Change in Control, and (2) in accordance with paragraph (c) of this Section 10.1,
(b) eligibility for Early Retirement Allowances shall not require the consent or approval of the Company, of NIC, or of any officer, committee or board of said companies,

21


(c) an Eligible Employee in Organization Level 5 or above whose employment with the Company and all of its affiliates is terminated by the Company for reasons other than Cause (as defined in Section 9.3) within two years following a Change in Control, who is not eligible to “Grow-In” to early retirement in accordance with Section 9, and who has accrued at least 5 years of Credited Service will be provided a deferred vested allowance under the Plan, commencing on the first day of the month coincident with or next following the later of his/her attainment of age 55 or the date he/she terminates employment with the Company and all of its affiliates, which date shall be deemed to be his/her Actual Retirement Date, computed pursuant to Section 10.3,and the monthly deferred vested allowance so computed shall be reduced by the monthly amount of the deferred vested pension under the RPSE (without regard to an Employee’s election of a cash refund under the RPSE) and the monthly amount of such other amounts under Section 4.1(c). With respect to a Participant’s Non-Grandfathered Amount, any benefits otherwise payable under this Section 10 on account of an Employee’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control).
(d) Section 7.1 will not apply.
10.2    For purposes of this Section 10, a “Change in Control” shall be deemed to have occurred if (A) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) other than employee or retiree benefit plans or trusts sponsored or established by NIC or the Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of NIC representing 25% or more of the combined voting power of NIC’s then outstanding securities, (B) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board of Directors of NIC immediately prior to the first public announcement relating to such Control Transaction shall immediately thereafter, or within two years, cease to constitute a majority of the Board of Directors of NIC or (C) any dissolution or liquidation of NIC or the Company or an agreement for the sale or disposition of all or substantially all (more than 50%) of the assets of NIC or the Company occurs. Notwithstanding the foregoing, the sale or disposition of any or all of the assets or stock of Navistar Financial Corporation shall not be deemed a Change in Control.
10.3     Amount of Deferred Vested Allowance .
(a) The monthly deferred vested allowance commencing at or after age 65 hereunder shall be equal to one-twelfth of:
(1) an employee’s projected normal retirement MRO (as computed under Subsection 4.1(a)) based upon the employee’s Formula Benefit Service (as of December 31, 2013), projected to age 65, and Final Average Compensation, determined as of age 65, assuming the employee’s annual base salary at the earlier of (A) age 65 or (B) December 31, 2013, plus the annual average of the short-term incentive compensation paid to the Employee during the 60-month period prior to the earlier of (A) age 65 or (B) December 31, 2013, will continue unchanged to such age, multiplied by
(2) a fraction, the numerator of which is the employee’s years of Credited Service as of the date of termination and the denominator of which is the employee’s projected total years of Credited Service to age 65, with such resulting amount reduced by

22


(3) an amount equal to the annual Social Security Benefit as of the earlier of (A) age 65 or (B) December 31, 2013, payable at age 65 to the employee (assuming the employee’s annual base salary plus annualized cost of living allowance, if any, at the earlier of (A) age 65 or (B) December 31, 2013 were to continue unchanged to such age and would be treated as earnings for Social Security purposes), first multiplied by the lesser of (A) 60 percent, or (B) 1.7 percent multiplied by the employee’s number of years of Formula Benefit Service (as of December 31, 2013), projected to age 65, but with such resulting amount limited, if necessary, so that it does not exceed 50% of the employee’s MRO determined under subparagraph (1) above, and then further multiplied by the fraction determined in subparagraph (2) above.
(4) In determining the fraction in subparagraph (2) of this Section 10.3, the amount of “Credited Service as of the date of termination” and “projected total years of Credited Service to age 65” shall include Credited Service accrued subsequent to December 31, 2013, notwithstanding any other provisions of the Plan to the contrary.
(5) For purposes of subparagraph (3) of this Section 10.3, the amount of the annual Social Security Benefit as of December 31, 2013, payable at age 65 to the employee shall be determined using the laws as in effect at December 31, 2013, and assuming that the employee’s earnings for Social Security (or CPP, QPP, and/or Canadian Old Age Security Act, as applicable) purposes subsequent to said date shall be based on such employee’s annual base salary plus annualized cost of living, if any, as of said date.
(b) In determining the amount of deferred vested allowance payable commencing at an age prior to age 65, the early commencement percentage factors used for such purpose under the Formula Benefit Part of the RPSE shall be used to reduce the amount determined under paragraph (a) of this Section 10.3.


23


SUPPLEMENT A
IC Bus, LLC (Conway) Supplement
Article I - Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement A is to set forth the special provisions that apply to certain former employees of the Company’s wholly-owned subsidiary, IC Bus, LLC (named IC, LLC immediately prior to March 6, 2008, and formerly named IC Corporation immediately prior to October 31, 2007), in Conway, Arkansas. The special provisions set forth in this Supplement A shall be subject to Code Section 409A. Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement A.
1.2     Background . IC Bus, LLC (“Conway”) is not a Participating Company. Due to the unique circumstances of two individuals who were employed by Conway, however, participation in and benefits under the Plan will be provided to such persons in accordance with the respective special provisions of this Supplement A. These individuals are identified in this Supplement A by Participant numbers, which identification for the respective individuals is contained in Company records concerning the Plan.
1.3     Effective Date of this Supplement . With respect to Participant No. 1 described in Section 2.1, below, this Supplement A shall be effective as of June 1, 2004. With respect to Participant No. 2 described in Section 3.1, below, this Supplement A shall be effective as of January 1, 2004.
1.4     Conflicts between the Plan and this Supplement . This Supplement A together with the Plan comprises the Plan with respect to the employees covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement A, the terms and provisions of this Supplement A shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.
Article II - Participant No. 1
2.1     Participant No. 1 . Participant No. 1 was a former employee of the Company and was eligible to participate in the Plan prior to becoming an employee of Conway, who was transferred to and re-employed by the Company and resumed active participation in the Plan subsequent to his Conway employment. For purposes of determining Participant No. 1’s benefits under the Plan, the following special provisions will apply.
2.2     Service . The period of employment by Conway will be recognized as Credited Service and Formula Benefit Service under Sections 1.5 and 1.10 of the Plan, respectively, in a manner similar to the service crediting provisions of the RPSE, as if Participant No. 1 had participated in said plan during his Conway employment, provided that there shall be no duplication of such service under the Plan by virtue of this provision.
2.3     Compensation . Compensation received during periods of employment with the Company will be treated as if such periods of employment had been contiguous, and no compensation received from Conway shall be recognized as compensation for purposes of the Plan, including, but not limited to, Sections 1.9, 4.3 and 4.9 of the Plan.
2.4     Offsets . The Retirement Plan for Employees of IC Bus, LLC, as may be amended from time to time, shall specifically be included among the plans and programs described in Section 4.1(c)(4) of the Plan.

24


Article III - Participant No. 2
3.1     Participant No. 2, Prospective Participation . Participant No. 2 was an employee of Conway, who was provided participation in the Plan on a limited basis as described below. Among other things, Participant No. 2’s participation in the Plan, in general, is prospective only, commencing January 1, 2004, as further described in the following special provisions.
3.2     Service . In general, only the period of employment by Conway on and after January 1, 2004 will be recognized as Credited Service and Formula Benefit Service under Sections 1.5 and 1.10 of the Plan, respectively, in a manner similar to the service crediting provisions of the RPSE, as if Participant No. 2 had participated in said plan during his Conway employment, including, but not limited to, for purposes of determining the amount of benefits under the Plan pursuant to Sections 4.1, 4.2 and 9 of the Plan. The entire period of employment by Conway, however, will be recognized for purposes of determining eligibility for benefits under the Plan pursuant to the provisions of Sections 1.6, 1.14, 3.1, 3.2 and 9.1 of the Plan.
3.3     Compensation . Only compensation received during periods of employment by Conway on and after January 1, 2004 will be recognized as compensation for purposes of the Plan, including, but not limited to, Sections 1.9 and 4.3 of the Plan. Specifically, the provisions of Section 4.9 of the Plan will not be applicable to Participant No. 2.
3.4     Offsets . The Retirement Plan for Employees of IC Bus, LLC, as may be amended from time to time, (the “Conway Pension Plan”) shall specifically be included among the plans and programs described in Section 4.1(c)(4) of the Plan; provided, however, that only a pro rata amount of the Participant’s benefit under the Conway Pension Plan, attributable to the period on and after January 1, 2004, shall be used as an offset under the Plan. Likewise, only a pro rata amount of the Participant’s Social Security Offset described in Section 4.1(b) of the Plan, attributable to the period on and after January 1, 2004, shall be used as an offset under the Plan.

25


SUPPLEMENT B
Special Provisions to Comply With the Linkage Requirements of Internal Revenue Code Section 409A
Article I - Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement B is to set forth the special provisions that apply to any Participant in the Plan who is also (or may become) a Participant in the Navistar, Inc. Supplemental Executive Retirement Plan (the “SERP”) on or after the Effective Date of this Supplement. The special provisions of this Supplement B shall apply only to Non-Grandfathered Amounts under the Plan (as defined in Section 1.13 of the Plan). The amount, time and form of payment (if any) to which a Participant is entitled with respect to Grandfathered Amounts shall be determined under the Plan without reference to this Supplement B. Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement B. Notwithstanding the foregoing, however, for purposes of this Supplement B, the term or expression “Participant in the Plan” or “Participant” shall mean an individual eligible to participate in the Plan pursuant to Section 2 of the Plan, without regard to whether such individual has reached his or her Actual Retirement Date; and, the term or expression “Participant in the SERP” (or words to that effect) shall mean an individual eligible to participate in the SERP pursuant to Section 2 of the SERP, without regard to whether such individual has attained age 55.
1.2     Effective Date of this Supplement . This Supplement B shall be effective as of January 1, 2009.
1.3     Conflicts between the Plan and this Supplement . This Supplement B together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement B, the terms and provisions of this Supplement B shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.
Article II - Disability Retirement
2.1     Modified Definition of “Retire” . For purposes of this Supplement B, Section 1.18 of the Plan shall read as follow:
“Retire” or “Retired” or “Retires” shall mean an Eligible Employee’s termination of employment with the Company and all of its affiliates (other than by reason of death) on or after his/her Normal Retirement Date, Early Retirement Date or Disability Retirement Date, whichever is applicable; provided that with respect to a Participant’s Non-Grandfathered Amount, such Participant’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control).
2.2     Disability Retirement . For purposes of this Supplement B, a new Section 3.4 is added to the Plan, as follows:

26


3.4    Disability Retirement
(a)    A Participant who has attained age 55 and completed 10 years of Credited Service and who thereafter while in the employment of the Company is determined to be totally and permanently disabled, as defined in paragraph (b) below, prior to reaching his/her Normal Retirement Date, and who has not elected to Retire under Section 3.2 of the Plan upon reaching his/her Early Retirement Date, may elect to Retire on or after his/her Disability Retirement Date and shall be entitled to receive a Disability Retirement Allowance as specified in Section 4.13 of the Plan. Subject to paragraph (c) below, a Participant’s “Disability Retirement Date” shall be the later of (1) or (2) below:
(1)    the first day of the month following the month in which required evidence of disability is received, except that the notification under subparagraph (b) (2) will be deemed to have been received in the month the Social Security disability award is effective; or
(2)    the first day of the month next following the date that is six months after the commencement date of such disability.
(b)    A Participant shall be deemed to be “totally and permanently disabled” when:
(1)    on the basis of objective medical evidence, it is determined by the Company that he/she is wholly and permanently prevented from engaging in any occupation or employment for wage or profit (except for purposes of rehabilitation) as a result of bodily injury or disease, either occupational or non-occupational in cause, but excluding disabilities resulting from service in the armed forces of any country for which he/she receives a military pension, and
(2)    notification is received that the Participant is eligible for and receiving disability income benefits under the Federal Social Security Act.
(c)    For purposes of this Section 3.4, a Participant may elect to Retire due to disability not later than the date which is 29 months following the commencement of such Participant’s bona fide leave of absence due to disability (unless the Participant has a right to reemployment (pursuant to statute or contract) for a period in excess of 29 months, in which case such longer period shall be substituted for the 29 month period referenced above).
2.3     Disability Retirement Allowance . For purposes of this Supplement B, a new Section 4.13 is added to the Plan, as follows:
4.13    Disability Retirement Allowance.
The Disability Retirement Allowance for a Participant who Retires under Section 3.4 shall be computed as in Section 4.1 of the Plan, based on the Participant’s Final Average Compensation and Formula Benefit Service up to the Participant’s Disability Retirement Date, without reduction because of commencement of benefit payments before the Participant’s Normal Retirement Date; provided, however, such benefit shall be reduced by the amount of any other benefit the Participant is eligible to receive from the Company’s Salary Continuation program, Long Term Disability program or any other program or arrangement provided by the Company as the result of such disability (but only to the extent permitted under Code Section 409A). Any Disability Retirement Allowance will be subject to the provisions of Section 5.2 (but not Section 5.3) of the Plan.

DM_US 73025114-3.073825.0012

27


EXHIBIT 10.97

        








NAVISTAR, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated Effective June 1, 2016







McDermott Will & Emery LLP
Chicago, Illinois






        




TABLE OF CONTENTS
 
 
Page
Introduction
1
Section 1    Plan Name and Definitions
1
1.1
Plan Name
1
1.2
Annual Compensation
2
1.3
Actual Retirement Date
2
1.4
Board
2
1.5
Code
2
1.6
Company
2
1.7
Credited Service
2
1.8
Early Retirement Date
2
1.9
Employee
2
1.10
Final Average Compensation
2
1.11
Grandfathered Amount
3
1.12
Managerial Retirement Objective Plan
3
1.13
Non-Grandfathered Amount
3
1.14
Normal Retirement Date
3
1.15
Participant
3
1.16
Participating Company
3
1.17
Plan Administrator
4
1.18
"Retire" or "Retires" or "Retired"
4
1.19
RPSE
4
1.20
Social Security Benefit
4
1.21
Specified Employee
4
1.22
Spouse
4
1.23
Vacation Service
4
Section 2      Eligibility for Participation
5
Section 3    Retirement Dates and Conditions
5
3.1
Normal Retirement
5
3.2
Early Retirement
5
3.3
Disability Retirement
5
Section 4    Amount and Payment of Benefits
6
4.1
Normal Retirement Benefit
6
4.2
Early Retirement Benefit
8
4.3
Disability Retirement Benefit
8
4.4
Survivor Benefit - Before Retirement
9
4.5
Survivor Benefit - After Retirement
9
4.6
Form of Benefit Payments
9
4.7
Time of Benefit Payments
9
4.8
Benefits Unfunded
10
4.9
Tax Withholding
10

i



TABLE OF CONTENTS
(Continued)
 
 
Page
4.10
Errors in Distributions
10
4.11
Assumptions and Adjustments in Computing Benefits
10
Section 5    Administration
11
5.1
Duties of the Plan Administrator
11
5.2
Finality of Decisions
11
Section 6    Amendment and Termination
11
6.1
Amendment and Termination
11
6.2
Contractual Obligation
11
Section 7    Miscellaneous
11
7.1
No Employment Rights
11
7.2
Assignment
11
7.3
Applicable Law
12
7.4
Facility of Payment; Missing persons
12
7.5
Validity
12
7.6
Claims Procedure
13
7.7
Responsibility For Legal Effect
13
Section 8    Involuntary Termination
13
Section 9    Change in Control
14
SUPPLEMENT A
16
SUPPLEMENT B
17

ii



NAVISTAR, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Amended and Restated Effective June 1, 2016
Introduction
The Plan and Its Effective Date
Navistar, Inc. maintains the Supplemental Executive Retirement Plan, which was established effective November 1, 1985 for the benefit of its eligible employees. The Plan has been amended from time to time thereafter, including an amendment and complete restatement as of January 1, 1990, and a further amendment and complete restatement as of January 1, 2005, with further amendments through and including July 31, 2008. The Plan was subsequently amended from time to time and this document constitutes a further amendment and restatement effective June 1, 2016. The provisions of this document shall be applicable to Employees, as hereinafter defined, who retire or otherwise terminate employment on or after June 1, 2016. With regard to employees who retired or otherwise terminated employment with the Company prior to such date, the provisions of the Plan as in effect at the time of such retirement or termination shall apply.
Compliance with Code Section 409A
The Plan is designed to comply in all respects with Code Section 409A. Accordingly, the Plan is hereby amended and restated, effective as of January 1, 2005, to conform to the requirements of Code Section 409A, and final Treasury regulations issued thereunder, with respect to any Non-Grandfathered Amount, as hereinafter defined, under the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary, prior to January 1, 2009, it is intended that the Plan be construed and administered with respect to any Non-Grandfathered Amount both pursuant to and in accordance with a good faith interpretation of Code Section 409A and in a manner consistent with published guidance and other applicable authorities promulgated thereunder. Treatment of any Non-Grandfathered Amount under the Plan pursuant to and in accordance with any transition rules provided under such published guidance and other applicable authorities shall be expressly authorized hereunder and shall be administered in accordance with procedures established by the Plan Administrator, as hereinafter defined. Without limiting the generality of the foregoing, the Plan was amended effective as of January 1, 2009 in order to correct certain provisions of the Plan in the manner set forth in Section XI.B. of IRS Notice 2010-6 and the provisions of the Plan shall be interpreted (and, if appropriate, revised) so as to be consistent with the requirements of such notice.
Section 1
Plan Name and Definitions
1.1     Plan Name . This plan, as may be amended from time to time, shall be known as the Navistar, Inc. Supplemental Executive Retirement Plan, hereinafter referred to as the “Plan.” Notwithstanding the foregoing, to the extent (and only to the extent) required under Code Section 409A with respect to a Participant’s Non-Grandfathered Amount, the term “Plan” shall also mean any other plan with which the Plan is required to be aggregated under Code Section 409A. This Plan is intended to constitute a non-account balance plan, as defined in Treasury regulation §1.409A-1(c)(2)(i)(c).

1



1.2    “Annual Compensation” shall mean the Participant’s annual base salary plus incentive compensation, as used for purposes of determining “Final Average Compensation” under the Managerial Retirement Objective Plan, as in effect prior to December 31, 2013. For the avoidance of doubt, “Final Average Compensation” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease thereunder as of December 31, 2013.
1.3    “Actual Retirement Date” shall mean the first day of the month coincident with or next following the date on which a Participant actually Retires.
1.4    “Board” shall mean the Board of Directors of the Company.
1.5    “Code” shall mean the Internal Revenue Code of 1986, as amended, including any applicable regulations, authorities, or such other guidance of general applicability promulgated thereunder.
1.6    “Company” shall mean Navistar, Inc. and any entity succeeding to its business which shall acquire its rights and assume its obligations under the Plan and, to the extent not specifically provided in the Plan, includes any Participating Company for purposes of Sections 1.23, 3, 4, 7.1, 7.4, 7.5, and 7.7; provided that, to the extent (and only to the extent) required under Code Section 409A with respect to any Non-Grandfathered Amount, the term “Company” shall mean the entity for whom the Participant performs services and with respect to whom the legally binding right to payments under the Plan arises, and all entities with whom such entity would be considered a single employer under Code Section 414(b) or 414(c).
1.7    “Credited Service” shall mean Credited Service as used for purposes of the Managerial Retirement Objective Plan, as in effect prior to December 31, 2013 (and by extension, the RPSE, as in effect prior to said date). For the avoidance of doubt, “Credited Service” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease thereunder as of December 31, 2013 (and by extension, under the RPSE, as if Credited Service did not cease thereunder as of December 31, 2004 or December 31, 2013, as applicable).
1.8    “Early Retirement Date” shall mean the first day of the month prior to the Participant’s Normal Retirement Date and coincident with or next following a Participant’s attainment of age 55 and completion of 5 years of Credited Service.
1.9    “Employee” shall mean any person employed full time by the Company or a Participating Company.
1.10    “Final Average Compensation” shall mean the Participant’s Annual Compensation in the highest consecutive 60-month period during the 120-month period prior to his/her Actual Retirement Date, as used for purposes of the Managerial Retirement Objective Plan; provided, however, that with regard to a Participant who, as of January 1, 1990, has both attained age 55 and completed 5 years of Credited Service, “Final Average Compensation” shall never be less than the Participant’s Annual Compensation in the highest consecutive 36-month period during the 60-month period prior to January 1, 1990, as used for purposes of the Managerial Retirement Objective Plan. For purposes of this Section 1.10, the term “Managerial Retirement Objective Plan” shall mean the Managerial Retirement Objective Plan as in effect prior to December 31, 2013. For the avoidance of doubt, “Final Average Compensation” shall be determined under the Managerial Retirement Objective Plan as if benefit accruals did not cease as of December 31, 2013.

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1.11    “Grandfathered Amount” shall mean, with respect to each Participant, the present value of the benefits, if any, to which he/she would have been entitled under the Plan if he/she voluntarily terminated services without cause on December 31, 2004 and received a payment of such benefits on the earliest possible date allowed under the Plan to receive a payment of such benefits following termination of services, and received such benefits in the form with the maximum value, each determined by reference to the terms of the Plan in effect as of October 3, 2004, but only to the extent such Plan terms have not been materially modified (within the meaning of Treasury Regulation §1.409A-6(a)(4)) after October 3, 2004. Notwithstanding the foregoing, for any subsequent taxable year of the Participant, the Grandfathered Amount may increase to (a) equal the present value of the benefits the Participant actually becomes entitled to, in the form and at the time actually paid, determined under the terms of the Plan, as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to such benefits (other than a Participant election with respect to the time or form of an available benefit, if applicable), and (b) include any earnings (within the meaning of Treasury Regulation §1.409A-6(a)(4)) attributable thereto due solely to the passage of time; provided that in no event shall the Participant’s Grandfathered Amount exceed the present value of the benefits to which he would have been entitled under the Plan. For purposes of calculating the present value of each Participant’s Grandfathered Amount, if any, reasonable actuarial assumptions and methods shall be used. Whether actuarial assumptions and methods are reasonable for this purpose shall be determined as of each date the Participant’s benefits are valued for purposes of determining the Grandfathered Amount; provided that any reasonable actuarial assumptions and methods that were used by the Company with respect to such benefits as of December 31, 2004 will continue to be treated as reasonable assumptions and methods for this purpose; provided further that actuarial assumptions and methods shall be presumed reasonable if they are the same as those used to value benefits under the RPSE (or such other a “qualified” plan sponsored by the Company the benefits under which are part of the benefit formula under, or otherwise impact the amount of a Participant’s benefits under, the Plan).
1.12    “Managerial Retirement Objective Plan” shall mean the Company’s Managerial Retirement Objective Plan (including the Navistar Financial Corporation Managerial Retirement Objective Plan that was merged into said plan), as may be amended from time to time.
1.13    “Non-Grandfathered Amount” shall mean, with respect to each Participant, the present value of the benefits to which he/she is entitled under the Plan less any portion of such benefits constituting his/her Grandfathered Amount.
1.14    “Normal Retirement Date” shall mean the first day of the month coincident with or next following a Participant’s attainment of age 65 and completion of 5 years of Credited Service.
1.15    “Participant” shall mean any Employee who participates in the Plan as provided in Section 2, and further, the term Participant shall be deemed to include any Employee who has Retired under the Plan.
1.16    “Participating Company” shall mean any corporation which is a member of the group of corporations under common control with the Company and which elects to be included under the Plan with the consent of the Company, and each successor thereto.

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1.17    “Plan Administrator” shall mean the Board, or such other person or persons appointed by the Board to administer the Plan pursuant to Section 5 of the Plan. The Board may, by writing, verbally, or otherwise, delegate to and allocate among any committee, subcommittee or any of its members, or to any employee, officer, or agent of the Company or a Participating Company, its authority to perform any act under the Plan, including, without limitation, those matters involving the exercise of discretion. Any such delegation or allocation of authority will be subject to revocation at any time at the discretion of the Board. Any reference in the Plan to the term “Plan Administrator” with respect to such delegated or allocated authority shall be deemed a reference to the Board’s respective delegate or delegates.
1.18    “Retire” or “Retires” or “Retired” shall mean an Eligible Employee’s termination of employment with the Company and all of its affiliates (other than by reason of death) on or after his/her Normal Retirement Date, Early Retirement Date, or Disability Retirement Date, whichever is applicable; provided that with respect to a Participant’s Non-Grandfathered Amount, such Participant’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control).
1.19    “RPSE” shall mean the Company’s Retirement Plan for Salaried Employees (including the Navistar Financial Corporation Retirement Plan for Salaried Employees that was merged into said plan), as may be amended from time to time.
1.20    “Social Security Benefit” shall mean the annual amount of Primary Social Security Benefit payable to the Participant at Actual Retirement Date or earliest commencement date, if later, as used for purposes of the RPSE, as in effect prior to December 31, 2013; and for purposes of Section 9 of the Plan, as described in Section 9.4 therein. For the avoidance of doubt, the Primary Social Security Benefit shall be determined under the RPSE as if it were not frozen. It shall also include any amounts (annual) payable to the Participant under the Canada Pension Plan (CPP), the Quebec Pension Plan (QPP) and the Canadian Old Age Security Act, if applicable.
1.21    “Specified Employee” shall mean any Participant who is a “specified employee,” as defined in Treasury Regulation §1.409A-1(i), including any elections described in Treasury Regulation §1.409A-1(i)(2) through (7) made by the Company.
1.22    “Spouse” shall mean the person to whom the Participant is legally married under applicable law. For purposes of further clarity, the term “spouse” shall include, as of June 26, 2013, an individual married to a person of the same sex if the individuals are lawfully married under state law (even if the couple lives in a jurisdiction that does not recognize same-sex marriage). The term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term “marriage” does not include such formal relationships.
1.23    “Vacation Service” shall mean Company service accumulated from the most recent date of hire by the Company as used for purposes of determining the amount of vacation for which the Employee is eligible under Company policy, as determined by the Company.

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Section 2
Eligibility for Participation
The following Employees shall be eligible for participation in the Plan, effective as of the dates specified herein:
(a) All Employees whose job classification on January 1, 1990 or, if hired subsequent to that date, on the date of hire is in Organization Level 9 or above (or its equivalent under prior or future organization structures) are eligible to participate in the Plan upon attainment of age 55 or, if later, upon such Employee’s date of hire,
(b) All persons who are Employees on or after June 16, 2008 and whose job classification on the date of hire is not Organization Level 9 or above (or its equivalent under prior or future organization structures), but whose job classification due to promotion becomes Organization Level 9 or above (or its equivalent under prior or future organization structures) subsequent to the date of hire, are eligible to participate in the Plan upon attainment of age 55 or, if later, upon the date on which such Employee’s job classification becomes Organization Level 9 or above (or its equivalent under prior or future organization structures) subsequent to the date of hire, or
(c) Such other Employees as the Board or its delegate or delegates may approve from time to time.
Section 3
Retirement Dates and Conditions
3.1     Normal Retirement
A Participant who reaches his/her Normal Retirement Date while in the employment of the Company may elect to Retire and shall be entitled to receive a Normal Retirement Benefit as specified in Section 4.1.
3.2     Early Retirement
A Participant who reaches his/her Early Retirement Date while in the employment of the Company may elect to Retire. In the event of such Early Retirement, the Participant shall be entitled to receive an Early Retirement Benefit as specified in Section 4.2.
3.3     Disability Retirement
(a) A Participant who has completed 5 years of Credited Service and who thereafter while in the employment of the Company is determined to be totally and permanently disabled, as defined in paragraph (b) below, prior to reaching his/her Normal Retirement Date, and who has not elected to Retire under Section 3.2 upon reaching his/her Early Retirement Date, may elect to Retire on or after his/her Disability Retirement Date and shall be entitled to receive a Disability Retirement Benefit as specified in Section 4.3. Subject to paragraph (c) below, a Participant’s “Disability Retirement Date” shall be the later of (1) or (2) below:
(1) the first day of the month following the month in which required evidence of disability is received, except that the notification under subparagraph (b) (2) will be deemed to have been received in the month the Social Security disability award is effective; or

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(2) the first day of the month next following the date that is six months after the commencement date of such disability.
(b) A Participant shall be deemed to be “totally and permanently disabled” when:
(1) on the basis of objective medical evidence, it is determined by the Company that he/she is wholly and permanently prevented from engaging in any occupation or employment for wage or profit (except for purposes of rehabilitation) as a result of bodily injury or disease, either occupational or non-occupational in cause, but excluding disabilities resulting from service in the armed forces of any country for which he/she receives a military pension, and
(2) notification is received that the Participant is eligible for and receiving disability income benefits under the Federal Social Security Act.
(c) For purposes of this Section 3.3, effective on and after January 1, 2009, a Participant may elect to Retire due to disability not later than the date which is 29 months following the commencement of such Participant’s bona fide leave of absence due to disability (unless the Participant has a right to reemployment (pursuant to statute or contract) for a period in excess of 29 months, in which case such longer period shall be substituted for the 29 month period referenced above).
Section 4
Amount and Payment of Benefits
4.1     Normal Retirement Benefit
The monthly Normal Retirement Benefit for a Participant who Retires under Section 3.1 shall be an amount, commencing as of the Participant’s Actual Retirement Date, equal to one-twelfth of the quantity (a) minus (b) minus (c), and, effective for Actual Retirement Dates occurring on and after January 1, 2012, minus (d), below:
(a) Final Average Compensation multiplied by the lesser of (1) below or (2) below:
(1) the sum of (i), (ii), (iii) and (iv) below:
(i) ½% for each year of age up to age 55; plus
(ii) ½% for each year of Credited Service earned prior to age 55; plus
(iii) 1% for each additional year of age beyond age 55; plus
(iv) 1% for each additional year of Credited Service earned after age 55, or
(2) 50%,
(b) 50% of the Participant’s Social Security Benefit (as defined in Section 1.20),
(c) The sum of the annual amounts of the following benefits payable to the Participant under:

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(1) the RPSE,
(2) the Managerial Retirement Objective Plan,
(3) (i)    any other plan or program of the Company providing defined benefit retirement benefits, including individual special deferred compensation or special retirement benefit arrangements, but excluding the Navistar, Inc. Retirement Plan for International Employees (named the International Truck and Engine Corporation Retirement Plan for International Employees immediately prior to February 27, 2008),
(ii) (on an actuarial equivalent basis) the Company’s Retirement Accumulation Plan, to the extent of benefits arising from Company contributions other than salary reduction contributions and matching contributions described in Code Sections 401(k) and 401(m), respectively,
(iii) (on an actuarial equivalent basis) the Company’s 401(k) Retirement Savings Plan, to the extent of benefits arising from Company contributions made on or after January 1, 2005 other than salary reduction contributions and matching contributions described in Code Sections 401(k) and 401(m), respectively, and
(iv) effective January 1, 2005, (on an actuarial equivalent basis) the Navistar, Inc. Supplemental Retirement Accumulation Plan, provided, however, that this subparagraph (iv) shall have no applicability with respect to Actual Retirement Dates occurring on and after January 1, 2012,
(4) any defined benefit pension plan (qualified or non-qualified) of a prior employer, and
(5) (on an actuarial equivalent basis) benefits arising from employer contributions under any defined contribution pension plan (qualified or non-qualified) of a prior employer which is an integral part of its overall retirement program, excluding salary reduction contributions and matching contributions described in Code Sections 401(k) and 401(m), respectively, and other benefit arrangements which in the opinion of the Plan Administrator should not be considered.
(d) With respect to any Employee who is also a Participant in the Navistar, Inc. Supplemental Retirement Accumulation Plan (the “SRAP”) (as defined in Section 1.20 of the SRAP):
(1) With respect to any Participant who first became (or would have become) a Participant (without regard to whether such individual had then attained age 55) prior to January 1, 2012 (a “Supplement B Participant”), the annual amount of the benefits payable to the Participant (on an actuarial equivalent basis) under the SRAP.
(2) With respect to any Participant who first became (or would have become) a Participant (without regard to whether such individual had then attained age 55) on or after January 1, 2012, a notional amount equal to twelve times the quantity (that is, an annualized amount) computed by applying the formula described in Section 4.1 of the Navistar, Inc. Managerial Retirement Objective Plan (the “MRO Plan”); provided that in lieu of Formula Benefit Service under the MRO Plan, Credited Service under the Plan will be used and, provided further, that:

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(i) if the SRAP Participant is a “January 1, 2014 MRO Participant” (as defined in Section 1.17 of the SRAP), then the Credited Service used in such formula shall be limited to the portion of such Credited Service accrued by such Participant from the later of January 1, 2014 or the date the Participant commenced (or would have commenced) participation in the Plan (without regard to whether such individual had then attained age 55) to his/her Actual Retirement Date (or his/her date of death in the case of a Participant who dies before he/she actually Retires); or
(ii) if the SRAP Participant is neither a “January 1, 2014 MRO Participant” nor a “Former MRO Participant” (as defined in Section 1.16 of the SRAP), then the Credited Service used in such formula shall be limited to the portion of such Credited Service accrued by such Participant from the later of January 1, 2005 (that is, the Effective Date of the SRAP) or the date the Participant commenced (or would have commenced) participation in the Plan (without regard to whether such individual had then attained age 55) to his/her Actual Retirement Date (or his/her date of death in the case of a Participant who dies before he/she actually Retires).
Notwithstanding anything in the Plan to the contrary, in determining the amount of a Participant’s benefit under the Plan, no offset shall be applied under this Section 4 to the extent that such offset would result in the Plan failing to comply with the requirements of Code Section 409A due to an impermissible linkage as described in Section XI.B. of IRS Notice 2010-6.
4.2     Early Retirement Benefit
The Early Retirement Benefit for a Participant who Retires under Section 3.2 shall be computed as in Section 4.1 based on his/her Annual Compensation and Credited Service up to his/her Actual Retirement Date, and shall be (1) payable in the full, unreduced amount, if his/her Actual Retirement Date is on or after his/her 62 nd birthday, or (2) reduced ¼% for each month or partial month a Participant’s age at his/her Actual Retirement Date is less than age 62; such reduction shall be applied to the amount determined in Section 4.1(a), prior to the reduction by the amounts in paragraphs (b), (c) and (d) of Section 4.1. For purposes of determining the Social Security Benefit offset under paragraph (b) of Section 4.1, it will be assumed that there are no Social Security earnings after the Actual Retirement Date.
4.3     Disability Retirement Benefit
The Disability Retirement Benefit for a Participant who Retires under Section 3.3 shall be computed as in Section 4.1, based on the Participant’s Annual Compensation and Credited Service up to the Participant’s Disability Retirement Date, without reduction because of commencement of benefit payments before the Participant’s Normal Retirement Date; provided, however, such benefit shall be reduced by the amount of any other benefit the Participant is eligible to receive from the Company’s Salary Continuation program, Long Term Disability program or any other program or arrangement provided by the Company as the result of such disability (but only to the extent permitted under Code Section 409A).
    

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4.4     Survivor Benefit - Before Retirement
The surviving spouse of a Participant who dies after becoming eligible to Retire under Section 3.1 or 3.2, whichever is applicable, but who dies before he/she actually Retires, shall be entitled to receive a monthly Survivor Benefit equal to 55% of the monthly benefit determined in accordance with the provisions of Section 4.1 or 4.2, as applicable, that the Participant would have been entitled to receive had the Participant Retired immediately prior to his/her death. The benefit so determined shall be reduced by the amount of any monthly benefits the surviving spouse is eligible to receive under the Company’s Survivor Income Program. A surviving spouse who was not married to the deceased Participant for at least one year at the date of death shall not be eligible for the benefit under this Section 4.4.
4.5     Survivor Benefit - After Retirement
The surviving spouse of a Participant who dies after the commencement date of his/her monthly benefit under the Plan shall be entitled to receive a monthly Survivor Benefit equal to 55% of the Participant’s monthly Normal, Early or Disability Retirement Benefit as determined under Section 4.1, 4.2, or 4.3, respectively (or deferred vested benefit as determined under Section 9). The benefit so determined shall be payable only to the person who is the Participant’s spouse at the commencement date of his/her monthly benefit under the Plan and, if not married to the deceased Participant for at least one year at the date of his/her death, such surviving spouse shall not be eligible for the benefit under this Section 4.5.
4.6     Form of Benefit Payments
The benefit payable under Section 4.1, 4.2, or 4.3 shall be payable for the life of the Participant. Benefits payable under Section 4.4 or 4.5 shall be payable for the life of the surviving spouse.
4.7     Time of Benefit Payments
The benefits payable under Section 4.1, 4.2, or 4.3 shall be payable in monthly installments commencing on the Participant’s Actual Retirement Date. Such benefits shall cease with the payment made on the first of the month in which the Participant’s death occurs, except to the extent payments after death are provided by the form of benefit which is then in effect. Notwithstanding the foregoing or any other provision of the Plan to the contrary, in the event the Participant is a Specified Employee, no portion of his/her benefits under the Plan that constitutes a Non-Grandfathered Amount shall be paid before the end of the six-month period following the Participant’s Actual Retirement Date, except in the event of the Participant’s death before the end of such period; provided that on the first date on which such benefit payments may be paid to the Participant at the end of such six-month period, the Participant shall receive payment of all monthly benefit payments due from his/her Actual Retirement Date, with an appropriate adjustment for interest for delayed payment (computed in a manner consistent with computing interest adjustments for delayed pension payments under the RPSE).
The benefits payable under Section 4.4 or 4.5 shall be payable in monthly installments for the lifetime of the surviving spouse and the timing and amount of such benefit shall be determined in the same manner that the corresponding survivor benefit would be determined under the Managerial Retirement Objective Plan (or, in the event the surviving spouse is not eligible to receive such corresponding survivor benefit under the Managerial Retirement Objective Plan, determined as if the surviving spouse was so eligible to receive such survivor benefit).

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4.8     Benefits Unfunded
The benefits payable under this Plan shall be paid by the Company each year out of its general assets and shall not be funded in any manner.
4.9     Tax Withholding
To the extent required by law in effect at the time distribution is made from the Plan (or at such earlier date on which any taxes are due, as prescribed by law), the Company shall withhold any taxes required to be withheld by federal, state or local taxing authorities.
4.10     Errors in Distributions
In the event of an error in a distribution, the Participant’s or his/her beneficiary’s benefits under the Plan shall, immediately upon the discovery of such error, be adjusted to reflect such underpayment or overpayment and, if possible, the next distribution shall be adjusted upward or downward, as appropriate, to correct such prior error. If the remaining benefits owed to the Participant or his/her beneficiary is insufficient to cover an erroneous overpayment, the Company may, at its complete and sole discretion, offset other amounts payable to the Participant from the Company or bring a lawsuit or proceeding against the Participant or his/her beneficiary to recoup the amount of any such overpayment and any costs and expenses, including, without limitation, court costs and reasonable attorneys’ fees, incurred by the Plan, the Company, or the Plan Administrator, in connection with recouping any such overpayment.
4.11     Assumptions and Adjustments in Computing Benefits
(a) If a Participant elects (or is deemed to have elected) an optional form of payment of retirement or survivor income, such as the Survivor Benefit or the Qualified Pre-Retirement Survivor Annuity (QPSA) under the RPSE and/or the Managerial Retirement Objective Plan, the amounts in Subsection 4.1(c), above, will be computed as if the option had not been elected.
(b) Contributory benefits under the RPSE, non-contributory benefits under the RPSE and/or the Managerial Retirement Objective Plan, and annuity benefits under other Company plans under which annuities are provided will be deemed to have commenced (on a reduced basis, to the extent such benefits would be subject to reduction if commencement occurred on the Actual Retirement Date) as of the Actual Retirement Date.
(c) Social Security Benefits will be taken into account in determining any MRO allowance under the Managerial Retirement Objective Plan and/or any benefits under this Plan even though the Participant either does not apply for, or loses part or all of such payments through delay in not applying for them, by entering into employment, or otherwise.

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Section 5
Administration
5.1     Duties of the Plan Administrator
This Plan shall be administered by the Plan Administrator in accordance with its terms and purposes. The Plan Administrator shall have discretionary authority to construe the terms of the Plan and determine eligibility for and the amount and manner of payment of benefits due to or on behalf of each Participant from this Plan and shall cause them to be paid by the Company accordingly.
5.2     Finality of Decisions
The decisions made by and the actions taken by the Plan Administrator in the administration of this Plan shall be final and conclusive on all persons.
Section 6
Amendment and Termination
6.1     Amendment and Termination
While the Company intends to maintain this Plan for as long as necessary, the Company reserves the right to amend and/or terminate it at any time for whatever reasons it may deem appropriate, except that any such amendment and/or termination shall not reduce the accrued benefit under this Plan for any Participant who has completed 5 years of Credited Service as of the date of such amendment and/or termination.
Supplements may be added to the Plan. Each Supplement will form a part of the Plan, and will modify the terms of the Plan as applied to those employees or groups of employees identified in that Supplement.
6.2     Contractual Obligation
Notwithstanding Section 6.1, the Company hereby makes a contractual commitment to pay the benefits accrued under this Plan to the extent it is financially capable of meeting such obligations.
Section 7
Miscellaneous
7.1     No Employment Rights
Nothing contained in this Plan shall be construed as a contract of employment between the Company and an Employee, or as a right of any Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without Cause (as defined in Section 9.3).
7.2     Assignment
The benefits payable under this Plan may not be assigned or alienated.

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7.3     Applicable Law
This Plan shall be construed and administered in accordance with applicable federal laws and, to the extent not inconsistent therewith or preempted thereby, with the laws of the State of Illinois, determined without regard to the choice of law rules of any jurisdiction. Without limiting the generality and applicability of the foregoing and notwithstanding any provision in the Plan to the contrary, if and to the extent that the payment of any Plan benefits would otherwise violate the requirements of Code Section 409A, such Plan benefits shall be paid under such other conditions determined by the Plan Administrator that cause the payment of such benefits to comply with Code Section 409A and the Plan shall be construed and administered accordingly to achieve that objective, and in the event of any inconsistency between the terms of the Plan and Code Section 409A, the terms of Code Section 409A shall prevail and govern.
7.4     Facility of Payment; Missing Persons
When a person entitled to benefits under the Plan is under legal disability, or, in the Plan Administrator’s opinion, is in any way incapacitated so as to be unable to manage his/her financial affairs, the Plan Administrator may, in its sole discretion, direct payment of benefits to such person’s legal representative or estate, to any person who is judicially appointed or authorized to receive payment of benefits for such person’s benefit, or to a relative or friend of such person for such person’s benefit, or the Plan Administrator may direct the application of such benefits for the benefit of such person. Any payment made in accordance with the preceding sentence shall be a full and complete discharge of any liability for such payment under the Plan.
Neither the Plan Administrator nor the Company is required to search for or locate any person entitled to benefits under the Plan. If the Plan Administrator attempts to notify a person that he/she is entitled to benefits under the Plan, and such person fails to claim his/her benefits or make his/her whereabouts known to the Plan Administrator within a reasonable period of time after the notification is sent to such person, the benefits payable to such person shall be forfeited; provided that such benefits shall be reinstated if the person entitled thereto subsequently makes a claim for the forfeited benefits.
7.5     Validity
If any provision of the Plan is deemed invalid, illegal, or unenforceable by appropriate authority under the law of any jurisdiction applicable to the Plan, the same shall not affect, in any respect whatsoever, the validity, legality, or enforceability of any other provision of the Plan, and the Plan shall continue, to the fullest extent permitted by law, as if such invalid, illegal, or unenforceable provision were omitted and/or modified by such appropriate authority so as to preserve its validity, legality, or enforceability, unless such omission or modification would substantially impair the rights or benefits under the Plan of any affected Participant or beneficiary, the Company, or the Plan Administrator.

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7.6     Claims Procedure
The Plan Administrator will provide notice in writing to any Participant or beneficiary whose claim for benefits under the Plan is denied, and the Plan Administrator shall also afford such Participant or beneficiary a full and fair review of its decision if so requested. The Plan Administrator has discretionary authority and responsibility to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions. Each such determination by the Plan Administrator shall be binding on all parties. Any interpretation of the provisions of the Plan and any decisions on any matter within the discretion of the Plan Administrator made in good faith shall be final and binding on all persons. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. After exhaustion of the Plan’s claims and appeals procedures, any further legal action taken against the Plan or its fiduciaries must be filed in a court of law no later than the earlier of (i) 180 days after the Plan administrator’s final decision regarding the claim appeal, (ii) three years after the date on which the Participant or other claimant commenced payment of the Plan benefits at issue in the judicial proceeding, or (iii) the statutory deadline for filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as determined by applying the most analogous statute of limitations for the State of Illinois.
7.7     Responsibility For Legal Effect
No representations or warranties, express or implied, are made by the Company or the Plan Administrator and neither the Company nor the Plan Administrator assumes any responsibility concerning the legal, tax, or other implications or effects of the Plan.
Section 8
Involuntary Termination
8.1    Except as provided in Section 8.3, an Employee who is otherwise eligible to participate in the Plan except for not having attained the age of 55, whose employment with the Company and all of its affiliates is terminated by the Company for reasons other than “Cause” and whose age plus continuous Vacation Service as of the date of termination total 55 or more shall be eligible to “Grow In” to Early Retirement under Section 3.2 of the Plan, with benefits based on the Plan as in effect on the date of such termination, provided:
(a) the Employee has accrued at least 10 years of Credited Service as of his/her date of retirement,
(b) the Employee does not experience a break in service under the RPSE by reason of retirement under the RPSE, death, voluntary election to break such service or the elapse of a period of time equal to the Employee’s continuous Vacation Service prior to his/her date of retirement, and
(c) the Employee is not rehired by the Company or an affiliated company prior to his/her date of retirement.

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8.2    For purposes of this Section 8, the term “Grow-In” means that a former Employee will be treated for purposes of the Plan as if he/she were on layoff for purposes of the RPSE. Such terminated Employee who, by virtue of aging and/or accruing additional Credited Service in accordance with the provisions of the RPSE subsequent to termination of employment, meets the age, service and other requirements for early retirement under Section 3.2 of the Plan, except for being an Employee of the Company on his/her early retirement date, shall be eligible for Early Retirement Benefits under Section 4.2 of the Plan, shall be deemed to have Retired under Section 3.2 upon such early retirement date, and, with respect to any Non-Grandfathered Amount, shall be deemed to have elected an Actual Retirement Date on the earliest date on which he/she could otherwise have elected to Retire under Section 3.2 of the Plan, unless and to the extent the Employee elects to defer commencement in accordance with the requirements of Code Section 409A.
8.3    Notwithstanding the foregoing, such “Grow-In” shall not apply to an Employee who refuses a reasonable offer of employment from the purchaser of a business or facility unless the Employee had the option to refuse the offer by the terms of the sale agreement or without breaking his/her continuity of service under the applicable Company policy with respect to the particular sale; provided, further, however, that an Employee who is employed by or is offered a reasonable position with such a purchaser, but is not eligible to participate in a plan of the purchaser which is the same as or substantially comparable to the RPSE and which plan of the purchaser provides that the Employee will receive credit for all service recognized under the Company’s plan, will be eligible for “Grow-In.”
8.4    The term “Cause” means termination by the Company for willful misconduct involving an offense of a serious nature, for conviction of a felony as defined by the state in which the act was committed or for continued intentional failure to perform required duties with the Company after written notice of such failure.
Section 9
Change in Control
9.1    In the event of a “Change in Control,” as defined in Section 9.3, the Company makes a contractual commitment to pay the benefits under the Plan (1) in accordance with Section 8.1 with respect to an Employee who meets the requirements of said section and whose employment is terminated by the Company within two years following a Change in Control, and (2) in accordance with Section 9.2.
9.2    An Employee who is otherwise eligible to participate in the Plan except for not having attained the age of 55, whose employment with the Company and all of its affiliates is terminated by the Company for reasons other than “Cause” within two years following a Change of Control, who is not eligible to “Grow In” to early retirement in accordance with Section 8, and who has accrued at least 5 years of Credited Service will be provided a deferred vested benefit under the Plan, commencing on the first day of the month coincident with or next following the later of his/her attainment of age 55 or the date he/she terminates employment with the Company and all of its affiliates, which date shall be deemed to be his/her Actual Retirement Date, computed pursuant to Section 9.4, and the monthly deferred vested benefit so computed shall be reduced by one-twelfth of the amounts in Subsections 4.1(c) and (d) of the Plan. With respect to a Participant’s Non-Grandfathered Amount, any benefits otherwise payable under this Section 9 on account of an Employee’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control).

14



9.3    For purposes of this Section 9, a “Change in Control” shall be deemed to have occurred if (A) any “Person” or “group” (as such terms are used in Section 13 (d) and 14 (d) of the Securities Exchange Act of 1934) other than employee or retiree benefit plans or trusts sponsored or established by Navistar International Corporation (“NIC”) or the Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of NIC representing 25% or more of the combined voting power of NIC’s then outstanding securities, (B) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board of Directors of NIC immediately prior to the first public announcement relating to such Control Transaction shall immediately thereafter, or within two years, cease to constitute a majority of the Board of Directors of NIC or (C) any dissolution or liquidation of NIC or the Company or an agreement for the sale or disposition of all or substantially all (more than 50%) of the assets of NIC or the Company occurs. Notwithstanding the foregoing, the sale or disposition of any or all of the assets or stock of Navistar Financial Corporation, and each successor thereto, shall not be deemed a Change in Control.
9.4     Amount of Deferred Vested Benefit .
(a) The monthly deferred vested benefit commencing at or after age 65 hereunder shall be equal to one-twelfth of:
(i)    an employee’s projected normal retirement “objective” under the Plan (as computed under Subsection 4.1(a)) based upon the employee’s Credited Service projected to age 65 and Final Average Compensation, determined as of age 65, assuming the employee’s annual base salary at termination will continue unchanged to such age, multiplied by
(ii)    a fraction, the numerator of which is the employee’s years of Credited Service as of the date of termination and the denominator of which is the employee’s projected total years of Credited Service to age 65, with such resulting amount reduced by
(iii)    an amount equal to the annual Social Security Benefit payable at age 65 to the employee (assuming the employee’s annual base salary plus annualized cost of living allowance, if any, at termination were to continue unchanged to such age and would be treated as earnings for Social Security Benefit purposes), first multiplied by 50%, but with such resulting amount limited, if necessary, so that it does not exceed 50% of the employee’s “objective” determined under subparagraph (i) above, and then further multiplied by the fraction determined in subparagraph (ii) above.
(b) In determining the amount of deferred vested benefit payable commencing at an age prior to age 65, the early commencement percentage factors used for such purpose under the Formula Benefit Part of the RPSE shall be used to reduce the amount determined under paragraph (a) of this Section 9.4.


15



SUPPLEMENT A
Special Provisions to Comply With the Linkage Requirements of Internal Revenue Code Section 409A - Participants Who Also Participate in the “Managerial Retirement Objective Plan”
Article I - Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement A is to set forth the special provisions that apply to any Participant in the Plan who is also (or may become) a Participant in the Navistar, Inc. Managerial Retirement Objective Plan (the “Managerial Retirement Objective Plan”) on or after the Effective Date of this Supplement. The special provisions of this Supplement A shall apply only to Non-Grandfathered Amounts under the Plan (as defined in Section 1.13 of the Plan). The amount, time and form of payment (if any) to which a Participant is entitled with respect to Grandfathered Amounts shall be determined under the Plan without reference to this Supplement A. Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement A. Notwithstanding the foregoing, however, for purposes of this Supplement A, the term or expression “Participant in the Plan” or “Participant” shall mean an individual eligible to participate in the Plan pursuant to Section 2 of the Plan, without regard to whether such individual has attained age 55; and the term or expression “Participant in the Managerial Retirement Objective Plan” (or words to that effect) shall mean an individual eligible to participate in the Managerial Retirement Objective Plan pursuant to Section 2 of the Managerial Retirement Objective Plan, without regard to whether such individual has reached his or her Actual Retirement Date.
1.2     Effective Date of this Supplement . This Supplement A shall be effective as of January 1, 2009.
1.3     Early Retirement Date . For purposes of Section 8.2 of the Plan, the term “early retirement date” shall mean the first day of the month prior to the Participant’s Normal Retirement Date and coincident with or next following a Participant’s attainment of age 55 and completion of 10 years of Credited Service.
1.4     Conflicts between the Plan and this Supplement . This Supplement A together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement A, the terms and provisions of this Supplement A shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.


16



SUPPLEMENT B
Special Provisions to Comply With the Linkage Requirements of Internal Revenue Code Section 409A - Participants Who Also Participate in the “SRAP”
Article I - Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement B is to set forth the special provisions that apply to any Participant in the Plan who first became (or would have become) a Participant (without regard to whether such individual had then attained age 55) prior to January 1, 2012, who is also (or may become) a Participant in the Navistar, Inc. Supplemental Retirement Accumulation Plan (the “SRAP”) on or after the Effective Date of this Supplement. The special provisions of this Supplement B shall apply only to Non-Grandfathered Amounts under the Plan (as defined in Section 1.13 of the Plan). The amount, time and form of payment (if any) to which a Participant is entitled with respect to Grandfathered Amounts shall be determined under the Plan without reference to this Supplement B. Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement B. Notwithstanding the foregoing, however, for purposes of this Supplement B, the term or expression “Participant in the Plan” or “Participant” shall mean an individual eligible to participate in the Plan pursuant to Section 2 of the Plan, without regard to whether such individual has attained age 55. The special provisions of this Supplement B shall not apply to a Participant who first becomes a Participant on or after January 1, 2012.
1.2     Effective Date of this Supplement . This Supplement B shall be effective as of January 1, 2009.
1.3     Conflicts between the Plan and this Supplement . This Supplement B together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement B, the terms and provisions of this Supplement B shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.

17



Article II - Other Provisions
2.1     Narrower Definition of “Change in Control” . For purposes of Section 9 of the Plan, a “Change in Control” shall be deemed to have occurred only if both the conditions of Section 9.3 of the Plan and the following conditions have been met:
(a) a “change in ownership” of the Company or of Navistar International Corporation (hereinafter the “Parent”), (b) a “change in effective control” of the Parent, or (c) a “change in the ownership of a substantial portion of the assets” of the Company or the Parent. For purposes of Section 2.1 of this Supplement B, the terms “change in ownership,” “change in effective control,” and “change in the ownership of a substantial portion of the assets” shall have the respective meanings assigned to such terms under Treasury Regulation §1.409A-3(i)(5); provided that a Change in Control shall not occur under any circumstance with respect to any acquisition of ownership of stock or assets of the Company or the Parent by an employee or retiree benefit plan or trust sponsored or established by the Employer; provided further that a change in the ownership of a substantial portion of the assets of the Parent shall be determined without regard to the sale or disposition of any or all of the assets of Navistar Financial Corporation, and each successor thereto. For the avoidance of doubt, the sale or disposition of any or all of the assets or stock of any subsidiary or affiliate of the Parent (other than the sale or disposition of all or substantially all of the assets or stock of the Company, as described above) shall not be deemed a Change in Control.
2.2     Narrower Definition of “reasons other than ‘Cause’” . For purposes of Sections 8 and 9 of the Plan, the term “Cause,” as used in the expression: “reasons other than ‘Cause’”, shall meet either the definition in Section 8.4 of the Plan or the following alternative definition:
For purposes of Section 2.2 of this Supplement B, the term “Cause” shall mean that the reason for the Participant’s involuntary Termination of Employment was (a) willful misconduct involving an offense of a serious nature that is demonstrably and materially injurious to any Employer, monetarily or otherwise, (b) conviction of, or entry of a plea of guilty or nolo contendere to, a felony as defined by the laws of the United States of America or by the laws of the State or other jurisdiction in which the Participant is so convicted, or (c) continued intentional failure to substantially perform required duties for the Employer after written demand to so perform by the Employer (other than a failure due to physical or mental disability). For purposes of determining whether “Cause” exists, no act, or failure to act, on the Participant’s part will be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Employer.
2.3     Special Payment Provision for Certain Participants . In the event that a Participant (a) is a “Former MRO Participant” as defined in the SRAP, (b) becomes entitled to a payment under the SRAP pursuant to the operation of Section 3.2 of the SRAP as a result of the Participant’s status as a Former MRO Participant, and (c) such Participant has not attained his or her Early Retirement Date as of the Participant’s termination of employment, such Participant shall nevertheless be entitled to payment hereunder, which payment shall commence upon the Participant’s attainment of age 55 and shall be calculated in the manner set forth in Section 4.2 hereof (treating the date upon which the Participant attains age 55 as the Participant’s Actual Retirement Date for purposes of such section).

DM_US 73029715-3.073825.0012


18



EXHIBIT 10.98

        








NAVISTAR, INC.
SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN
As Amended and Restated Effective June 1, 2016







McDermott Will & Emery LLP
Chicago, Illinois






TABLE OF CONTENTS
 
 
Page
Introduction
1
Article 1    Definitions
2
1.1
Account or Accounts
2
1.2
Administrator
2
1.3
Base Salary
2
1.4
Beneficiary or Beneficiaries
2
1.5
Board
2
1.6
Bonus
2
1.7
Change in Control
3
1.8
Code
3
1.9
Company
3
1.10
Compensation
3
1.11
Crediting Rate
3
1.12
Eligible Employee
3
1.13
Employer
4
1.14
Employer Contribution(s)
4
1.15
ERISA
4
1.16
Former MRO Participant
4
1.17
January 1, 2014 MRO Participant
4
1.18
MRO
4
1.19
Parent
4
1.20
Participant
4
1.21
Participating Company
5
1.22
Plan
5
1.23
Plan Year
5
1.24
Point Factor Multiplier
5
1.25
Qualified Plan
5
1.26
Retirement
5
1.27
Retirement Eligibility Date
6
1.28
Settlement Date
6
1.29
Specified Employee
6
1.30
Spouse
6
1.31
Termination of Employment
6
1.32
Valuation Date
6
1.33
Years of Service
6
Article 2    Participation and Allocations
7
2.1
Enrollment
7
2.2
Discretionary Employer Contributions
7
2.3
Formula-Based Employer Contributions
7
2.4
Special Employer Contributions
8

i



TABLE OF CONTENTS
(Continued)
 
 
Page
Article 3    Accounts
8
3.1
Participant Accounts
8
3.2
Vesting of Accounts
8
3.3
Crediting Rate
9
3.4
Statement of Accounts
9
Article 4    Benefits
10
4.1
Retirement Benefit
10
4.2
Termination
11
4.3
Death Benefit
11
4.4
Effect of Payment
11
Article 5    Amendment and Termination of Plan
12
5.1
Amendment or Termination of Plan
12
Article 6    Beneficiaries
12
6.1
Beneficiary Designation
12
6.2
Revision of Designation
13
6.3
Absence of Valid Designation
13
6.4
Doubt as to Beneficiary
13
6.5
Discharge of Obligations
13
Article 7    Administration and Claims Procedures
14
7.1
Administration
14
7.2
Claims Procedure
14
7.3
Appeals Procedure
15
Article 8    Conditions Related to Benefits
15
8.1
Nonassignability
15
8.2
No Right to Employer Assets
15
8.3
Protective Provisions
16
8.4
Contractual Obligation
16
8.5
Withholding
16
8.6
Assumptions and Methodology
16
8.7
Adoption by Participating Company
17
8.8
Trust
17
Article 9    Miscellaneous
17
9.1
Successors of the Employer
17
9.2
Employment Not Guaranteed
17
9.3
Gender, Singular and Plural
17
9.4
Captions
17
9.5
Validity
17
9.6
Waiver of Breach
17

ii



TABLE OF CONTENTS
(Continued)
 
 
Page
9.7
Notice
18
9.8
Inability to Locate Participant or Beneficiary
18
9.9
Incompetence
18
9.10
Errors in Benefit Statement or Distributions
18
9.11
ERISA Plan
18
9.12
Effect on Other Plans
19
9.13
Applicable Law
19
9.14
Responsibility for Legal Effect
19
SUPPLEMENT A
20
SUPPLEMENT B
25


iii



NAVISTAR, INC.
SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN
As Amended and Restated Effective June 1, 2016
Introduction
The Plan and Its Effective Date
Navistar, Inc., a Delaware corporation (the “Company”), on behalf of itself and each Participating Company, hereby establishes this Supplemental Retirement Accumulation Plan, effective January 1, 2005 (the “Effective Date”), for the purpose of attracting and retaining high-quality executives and promoting in its key executives an interest in the continued growth, development and future business success of the Company and each Participating Company. Except as otherwise authorized by the Company, the benefits provided under the Plan shall be provided in consideration for services to be performed by a Participant on or after the Effective Date and through his or her Retirement. The Plan has been amended from time to time thereafter, and this document constitutes a further amendment and restatement effective June 1, 2016. The provisions of this document shall be applicable to Participants, as hereinafter defined, who retire or otherwise terminate employment on or after June 1, 2016. With regard to employees who retired or otherwise terminated employment with the Company prior to such date, the provisions of the Plan as in effect at the time of such retirement or termination shall apply.
Compliance with Code Section 409A
The Plan is designed to comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees.” Notwithstanding the foregoing or any other provision of the Plan to the contrary, with respect to any period prior to January 1, 2009, it is intended that the Plan be construed and administered both pursuant to and in accordance with a good faith interpretation of Code Section 409A and in a manner consistent with published guidance and other applicable authorities promulgated thereunder. Treatment of amounts deferred under the Plan pursuant to and in accordance with any transition rules provided under such published guidance and other applicable authorities shall be expressly authorized hereunder and shall be administered in accordance with procedures established by the Administrator. Without limiting the generality of the foregoing, the Plan was amended effective as of January 1, 2009 in order to correct certain provisions of the Plan in the manner set forth in Section XI.B. of IRS Notice 2010-6 and the provisions of the Plan shall be interpreted (and, if appropriate, revised) so as to be consistent with the requirements of such notice.

1



Article 1
Definitions
For purposes of the Plan, the following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:
1.1     Account or Accounts shall mean, depending on the context, the notional account or accounts established on behalf of a particular Participant pursuant to Article 3 of the Plan, or all such notional accounts in the aggregate established on behalf of all Participants. The Account may be a bookkeeping entry only and may be utilized solely as a device for the measurement and determination of the benefits to be paid to a Participant or, in the case of a Participant’s death, his or her Beneficiaries.
1.2     Administrator shall mean the Board, or such other person or persons appointed by the Board to administer the Plan pursuant to Article 7 of the Plan. The Board may, by writing, verbally, or otherwise, delegate to and allocate among any committee, subcommittee or any of its members, or to any employee, officer, or agent of the Company or a Participating Company, its authority to perform any act under the Plan, including, without limitation, those matters involving the exercise of discretion. Any such delegation or allocation of authority will be subject to revocation at any time at the discretion of the Board. Any reference in the Plan to the term “Administrator” with respect to such delegated or allocated authority shall be deemed a reference to the Board’s respective delegate or delegates.
1.3     Base Salary shall mean the base rate of cash compensation that is paid to the Participant by the Employer during the Plan Year for services rendered while an Eligible Employee during that Plan Year, excluding any Bonus and other non-regular or variable forms of compensation, before reductions for applicable tax withholding and contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer.
1.4     Beneficiary or Beneficiaries shall mean one or more persons, trusts, estates, or other entities, designated as such in accordance with Article 6 of the Plan, that are entitled to receive benefits under the Plan upon the death of a Participant.
1.5     Board shall mean the board of directors of the Company.
1.6     Bonus shall mean amounts paid to the Participant by the Employer during the Plan Year for services rendered while an Eligible Employee in the form of discretionary or incentive cash compensation, including, without limitation, the amounts paid under the Company’s annual incentive (AI) plan or any other bonus designated by the Administrator, before reductions for applicable tax withholding and contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Employer; provided, however, the term “Bonus” shall specifically exclude long-term incentive awards, “lump sum” increases, and recognition awards paid to the Participant by the Employer during the Plan Year.

2



1.7     Change in Control shall mean (a) a “change in ownership” of the Company or the Parent, (b) a “change in effective control” of the Parent, or (c) a “change in the ownership of a substantial portion of the assets” of the Company or the Parent. For purposes of this Section 1.7, the terms “change in ownership,” “change in effective control,” and “change in the ownership of a substantial portion of the assets” shall have the respective meanings assigned to such terms under Treasury Regulation §1.409A-3(i)(5); provided that a Change in Control shall not occur under any circumstance with respect to any acquisition of ownership of stock or assets of the Company or the Parent by an employee or retiree benefit plan or trust sponsored or established by the Employer; provided further that a change in the ownership of a substantial portion of the assets of the Parent shall be determined without regard to the sale or disposition of any or all of the assets of Navistar Financial Corporation, and each successor thereto. For the avoidance of doubt, the sale or disposition of any or all of the assets or stock of any subsidiary or affiliate of the Parent (other than the sale or disposition of all or substantially all of the assets or stock of the Company, as described above) shall not be deemed a Change in Control.
1.8     Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference in the Plan to a specific Section of the Code shall include such Section, any valid regulation, applicable authorities, or such other guidance of general applicability promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such Section of the Code.
1.9     Company shall mean Navistar, Inc., and each successor thereto.
1.10     Compensation shall mean (a) with respect to any Former MRO Participant, the sum of such Former MRO Participant’s Base Salary paid to him or her by the Employer during the Plan Year in excess of the Code Section 401(a)(17) compensation limit for such Plan Year plus Bonus paid to him or her by the Employer during the Plan Year, determined without regard to the Code Section 401(a)(17) compensation limit for such Plan Year, and (b) with respect to any Participant who is not a Former MRO Participant, the sum of such Participant’s Base Salary plus Bonus paid to him or her by the Employer during the Plan Year in excess of the Code Section 401(a)(17) compensation limit for such Plan Year.
1.11     Crediting Rate shall mean the applicable rate for crediting notional earnings, including gains or losses, on the Participant’s Account pursuant to and in accordance with Section 3.3 of the Plan.
1.12     Eligible Employee shall mean the Chief Executive Officer of the Company or the Parent or such other management employee of the Company or a Participating Company who is employed in Organization Level 7 or above (or equivalent, as determined by the Administrator), upon designation by the Board to be eligible to participate in the Plan; provided that, except as otherwise authorized by the Company, such individual is not eligible to participate under the MRO as of January 1, 2005 (determined without regard to whether such individual is eligible to actually retire under the MRO and receive benefits thereunder at any time on or after January 1, 2005). Except as otherwise authorized by the Company, a management employee of a Participating Company who is employed in Organization Level 7 or above (or equivalent, as determined by the Administrator) shall not be deemed an Eligible Employee with respect to any period during which his or her Employer was not a Participating Company. An individual’s status as an “employee” will be determined by the Administrator and such determination will be conclusive and binding on all persons notwithstanding any contrary determination of “employee” status by any court or governmental agency, including, without limitation, the Internal Revenue Service.
Notwithstanding the exception in the first sentence in the preceding paragraph, effective January 1, 2014, “Eligible Employees” shall include “January 1, 2014 MRO Participants” (as defined in Section 1.17 of the Plan).

3



1.13     Employer shall mean, depending on the context, the Company or a Participating Company, as the case may be, that is the legal employer of the Participant, or all such entities in the aggregate; provided that to the extent (and only to the extent) required under Code Section 409A, the “Employer” shall mean the entity for whom the Participant performs services and with respect to whom the legally binding right to payments under the Plan arises, and all entities with whom such entity would be considered a single employer under Code Section 414(b) or 414(c).
1.14     Employer Contribution(s) shall mean the notional contributions by or on behalf of the Employer to a Participant’s Account pursuant to and in accordance with Article 2 of the Plan.
1.15     ERISA shall mean the Employee Retirement Income Security Act of 1974, as may be amended from time to time. Any reference in the Plan to a specific Section of ERISA shall include such Section, any valid regulation, applicable authorities, or such other guidance of general applicability promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such Section of ERISA.
1.16     Former MRO Participant shall mean any Participant (a) who was first hired by the Employer (other than IC Corporation, International Diesel of Alabama, LLC, IC of Oklahoma, LLC, SST Truck Company LLC, and each successor thereto, or such other Participating Companies designated by the Administrator, and each successor thereto) prior to January 1, 1996, (b) whose date of birth is subsequent to January 1, 1960, and (c) who is employed in Organization Level 7 or above (or equivalent, as determined by the Administrator) as of December 31, 2004. For the avoidance of doubt, “January 1, 2014 MRO Participants” (as defined in Section 1.17) are not “Former MRO Participants.”
1.17     January 1, 2014 MRO Participant shall mean the Chief Executive Officer of the Company or the Parent or such other management employee of the Company or a Participating Company who is employed in Organization Level 7 or above (or equivalent, as determined by the Administrator) who, immediately prior to January 1, 2014, was eligible to accrue benefits under the MRO (determined without regard to whether such individual is eligible to actually retire under the MRO and receive benefits thereunder at any time on or after January 1, 2014). (Of necessity, in accordance with the provisions of the MRO, such January 1, 2014 MRO Participant will have a date of birth that is on or prior to January 1, 1960.)
1.18     MRO shall mean the Company’s Managerial Retirement Objective Plan or the Navistar Financial Corporation Managerial Retirement Objective Plan, as the case may be, as each may be amended from time to time.
1.19     Parent shall mean the Company’s parent corporation, Navistar International Corporation, and each successor thereto.
1.20     Participant shall mean an Eligible Employee who participates in the Plan pursuant to and in accordance with Section 2.1.

4



1.21     Participating Company shall mean the (a) Parent, (b) International Truck and Engine Export Corporation, (c) International Truck and Engine Overseas Corporation, (d) Indianapolis Casting Corporation, (e) Navistar Financial Corporation, (f) International Truck Intellectual Property Company, LLC, (g) International Engine Intellectual Property Company, LLC, (h) IC Bus, LLC, effective January 1, 2006 (named IC, LLC immediately prior to March 6, 2008 and formerly named IC Corporation immediately prior to October 31, 2007), (i) Navistar Diesel of Alabama, LLC, effective January 1, 2006 (named International Diesel of Alabama, LLC immediately prior to February 19, 2008), (j) IC Bus of Oklahoma, LLC, effective January 1, 2006 (named IC of Oklahoma, LLC immediately prior to February 19, 2008)), (k) SST Truck Company LLC, effective January 1, 2006 (named SST Truck Company, LP immediately prior to October 31, 2007)(l) Navistar International Employee Leasing Company, effective December 1, 2005, and (m) Navistar Defense, LLC, effective February 1, 2006 (named International Military and Government LLC immediately prior to February 19, 2008), and (n) Pure Power Technologies, LLC, generally effective January 1, 2010, and each successor thereto, and each other U.S. subsidiary and affiliate of the Company that would be considered a single employer with the Company under Code Section 414(b) or 414(c), and each successor thereto, but only to the extent each such other subsidiary or affiliate has been designated by the Administrator as a Participating Company and has adopted the Plan pursuant to Section 8.7 of the Plan; provided, however, that each such entity shall cease being a Participating Company for purposes of determining its employees’ eligibility both to participate in the Plan and to receive Employer Contributions hereunder with respect to any period during which such entity would not be considered a single employer with the Company under Code Section 414(b) or 414(c) or effective on such earlier date prescribed by the Administrator.
1.22     Plan shall mean the Navistar, Inc. Supplemental Retirement Accumulation Plan, as set forth in this instrument and as hereafter amended from time to time, and, to the extent (and only to the extent) required under Code Section 409A, any other plan with which the Plan is required to be aggregated under Code Section 409A. The Plan is intended to constitute a nonelective account balance plan, as defined in Treasury Regulation §1.409A-1(c)(2)(i)(B).
1.23     Plan Year shall mean the calendar year, but limited to calendar years beginning on or after January 1, 2005.
1.24     Points Factor Multiplier shall mean (a) with respect to any Former MRO Participant, five (5) percentage points multiplied by the Participant’s age (in whole years) as of January 1, 2005, plus eight (8) percentage points multiplied by the Participant’s Years of Service (in whole and tenths of years) as of January 1, 2005, and (b) with respect to any Participant who is not a Former MRO Participant, one (1).
1.25     Qualified Plan shall mean (a) the Company’s Retirement Accumulation Plan (including the Company’s 401(k) Retirement Savings Plan and the IC Bus, LLC 401(k) Plan which were merged into said plan) or (b) such other defined contribution plan qualified under Code Section 401(a) in which a Participant participates and which is sponsored by the Employer in the relevant Plan Year and designated by the Administrator to be taken into account for purposes of the calculation of Employer Contributions made to the Plan, as each may be amended from time to time.
1.26     Retirement shall mean the date on which either of the following events occur with respect to a Participant (a) the Participant’s Termination of Employment on or after his or her Retirement Eligibility Date, or (b) the Participant’s involuntary Termination of Employment within two (2) years following the date of a Change in Control; or (c) attainment of age 55, in the case of a Former MRO Participant, upon an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2008, unrelated to a Change in Control.

5



1.27     Retirement Eligibility Date shall mean the date on which the Participant has both attained at least age fifty-five (55) and completed at least ten (10) Years of Service.
1.28     Settlement Date shall mean the date on which a Participant’s Account (or any portion thereof) is paid (or, in the case of annual installment payments, the date on which the first annual installment amount from the Participant’s Account (or any portion thereof) is paid) to the Participant or, in the case of the Participant’s death before any payment from his or her Account is made, his or her Beneficiaries. Except as otherwise provided in the Plan or as otherwise required or permitted under Code Section 409A, the Settlement Date shall be within ninety (90) days following the Valuation Date; provided that, in the case of any Participant who is a Specified Employee as of his or her Termination of Employment (other than by reason of death), the Settlement Date shall be the Valuation Date.
1.29     Specified Employee shall mean any Participant who is a “specified employee,” as defined in Treasury Regulation §1.409A-1(i), including any elections described in Treasury Regulation §1.409A-1(i)(2) through (7) made by the Employer.
1.30     Spouse shall mean the person to whom the Participant is legally married under applicable law. For purposes of further clarity, the term “spouse” shall include, as of June 26, 2013, an individual married to a person of the same sex if the individuals are lawfully married under state law (even if the couple lives in a jurisdiction that does not recognize same-sex marriage). The term “spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term “marriage” does not include such formal relationships.
1.31     Termination of Employment shall mean the date on which the Participant’s employment with the Employer is terminated for any reason whatsoever, whether voluntary or involuntary, including, without limitation, as a result of the Participant’s Retirement or death; provided that such termination of employment with the Employer would otherwise be deemed a “separation from service” within the meaning of Treasury Regulation §1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control). For purposes of this Section 1.30, except as otherwise required or permitted under Code Section 409A, (a) the employment relationship shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of any such leave does not exceed six months, or if longer, so long as the Participant retains the right to reemployment with the Employer under an applicable statute or by contract, (b) a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer, and (c) if the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable law or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.
1.32     Valuation Date shall mean, except as otherwise provided in the Plan, the later of (a) the last business day in March of the year immediately following the year in which the Participant’s Retirement occurs, or (b) in the case of any Participant who is a Specified Employee as of his or her Termination of Employment (other than by reason of death), the last business day of the seventh month following the Participant’s Retirement; provided that the Valuation Date with respect to the annual installment portion of the payment option described in Section 4.1(a)(iii) shall mean the last business day in March of the second year following the year in which the Participant’s Retirement occurs.
1.33     Years of Service shall mean the years of service credited to the Participant for purposes of vesting under either the Qualified Plan or an Employer-sponsored defined benefit plan qualified under Code Section 401(a), whichever is greater.

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Article 2
Participation and Allocations
2.1      Enrollment . An Eligible Employee shall automatically become a Participant in the Plan as of the date he or she becomes an Eligible Employee, and shall be eligible to receive Employer Contributions in accordance with this Article 2 with respect to any period of employment during which he or she is an Eligible Employee. An Eligible Employee shall cease being a Participant in the Plan as of the date on which all amounts credited to his or her Account have been fully distributed (or deemed fully distributed) in accordance with the terms of the Plan.
2.2      Discretionary Employer Contributions . The Employer shall have the discretion to make Employer Contributions to the Plan with respect to any Plan Year on behalf of any Participant. Employer Contributions shall be made in the complete and sole discretion of the Employer and no Participant shall have the right to receive any Employer Contribution regardless of whether Employer Contributions are made on behalf of any other Participant.
2.3      Formula-Based Employer Contributions . To the extent, and only to the extent, the Employer makes, in its complete and sole discretion, a Formula-Based Employer Contribution on behalf of a Participant with respect to a particular Plan Year, such Formula-Based Employer Contribution shall equal the excess of (a) over (b), below:
(a) The product of the “applicable percentage” for such Plan Year, the Participant’s Compensation during such Plan Year, and the Participant’s applicable Points Factor Multiplier. For purposes of this paragraph (a), the “applicable percentage” for the applicable Plan Year shall be determined in accordance with the following table:
Participant’s Age on Last Day of Plan Year
Applicable Percentage
Under Age 30
2.0%
At Least Age 30 and Under Age 40
3.5%
At Least Age 40 and Under Age 50
5.0%
Age 50 or Older
6.5%
(b)    (i)    With respect to any Former MRO Participant, effective for Employer Contributions to be credited for Plan Years beginning on or after January 1, 2006, an amount equal to the portion of the Former MRO Participant’s “employer retirement contribution” (as defined in the applicable Qualified Plan, but as modified herein) attributable to his or her Bonus with respect to such Plan Year (determined by first attributing the Former MRO Participant’s Base Salary for such Plan Year) that is allocated on his or her behalf under the Qualified Plan for such Plan Year, except that the determination of such employer retirement contribution shall be determined by using the same single Applicable Percentage that is used in paragraph (a) above in lieu of the applicable percentage(s) specified in the Qualified Plan (provided further that for Employer Contributions, if any, to be credited for Plan Year 2005, the provisions of the Plan as in effect as of January 1, 2005, shall apply), and
(ii)    With respect to any Participant who is not a Former MRO Participant, zero (0).

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2.4      Special Employer Contributions . By way of further clarity, notwithstanding the provisions of Section 2.3, the Employer may make, in its complete and sole discretion, a Special (that is, not Formula-Based) Employer Contribution on behalf of a Participant with respect to a particular Plan Year in any amount determined by the Employer. Such Special Employer Contribution may be in addition to or in lieu of a Formula-Based Employer Contribution with respect to the particular Plan Year, as determined by the Employer in its complete and sole discretion.
Article 3
Accounts
3.1     Participant Accounts . One Account (or multiple Accounts, as determined in the complete and sole discretion of the Administrator) shall be maintained for each Participant and credited with any Employer Contributions made on behalf of such Participant at the time specified by the Administrator. Each Account shall be deemed to be credited with notional earnings, including gains or losses, as provided in Section 3.3, from the date each such Employer Contribution is credited to such Account through the Valuation Date (or, in the case of annual installment payments, through the dates described in Section 4.1(c)).
3.2     Vesting of Accounts . All amounts credited to a Participant’s Account shall be vested and nonforfeitable upon the earlier of the Participant’s Retirement, the Participant’s Retirement Eligibility Date, upon a Change in Control, or, in the case of any Former MRO Participant, upon an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2008; provided that a Participant’s Account becoming vested and nonforfeitable upon a Change in Control shall be expressly conditioned upon such Participant’s involuntary Termination of Employment occurring within two (2) years following such Change in Control. Notwithstanding any other provision of the Plan to the contrary, in the event a Participant’s Termination of Employment occurs prior to becoming vested in his or her Account, all amounts credited to such Participant’s Account shall be immediately forfeited without any right to restoration whatsoever and the Participant shall be deemed to have received a lump sum payment of zero dollars ($0.00) as of his or her Termination of Employment. For purposes of this Section 3.2 and Section 4.2, the term “Cause” shall mean that the reason for the Participant’s involuntary Termination of Employment was (a) willful misconduct involving an offense of a serious nature that is demonstrably and materially injurious to any Employer, monetarily or otherwise, (b) conviction of, or entry of a plea of guilty or nolo contendere to, a felony as defined by the laws of the United States of America or by the laws of the State or other jurisdiction in which the Participant is so convicted, or (c) continued intentional failure to substantially perform required duties for the Employer after written demand to so perform by the Employer (other than a failure due to physical or mental disability). For purposes of determining whether “Cause” exists, no act, or failure to act, on the Participant’s part will be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Employer.

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3.3     Crediting Rate . The Crediting Rate on amounts credited to a Participant’s Account shall be the fixed rate of interest per annum, as determined by the Administrator in its complete and sole discretion, compounded daily (or over such other period, as determined by the Administrator, in its complete and sole discretion), for the three-year period beginning January 1, 2005 and ending December 31, 2007; provided that the Administrator, in its complete and sole discretion, may periodically revise and/or supplement the foregoing Crediting Rate anytime after the expiration of such three-year period. Absent any such revision or supplementation, such fixed Crediting Rate shall continue in effect unless and until so revised and/or supplemented by the Administrator. In lieu of and/or in addition to such fixed Crediting Rate, the Administrator may, in its complete and sole discretion, select one or more fixed Crediting Rates, investment Crediting Rates based on a rate of return on one or more predetermined investments, or a combination thereof; provided that if more than one Crediting Rate is selected by the Administrator, the Administrator may, in its complete and sole discretion and in accordance with procedures established by the Administrator, allow Participants to allocate their Accounts among such Crediting Rates. The Participant’s Account shall be increased or reduced, as the case may be, to reflect any notional earnings, including gains or losses, attributable to the applicable Crediting Rate. The Administrator’s choice of any investment shall be solely for purposes of calculation of the Crediting Rate. The Employer shall have no obligation to set aside or invest funds in any selected investment and, if the Employer elects to invest funds as directed by the Administrator or the Participant, as the case may be, the Participant shall have no more right to such investment than any other unsecured general creditor. The Participant’s Account shall continue to be credited at the Crediting Rate through the Valuation Date (or, in the case of annual installment payments, through the dates described in Section 4.1(c)).
3.4     Statement of Accounts . For each Plan Year, the Administrator shall provide each Participant with statements at least annually setting forth the Participant’s Account balance as of the end of each March 31 following the applicable Plan Year (or such other date specified by the Administrator, in its complete and sole discretion). Notwithstanding the foregoing, to the extent such statements are generated exclusively through electronic media (and not in paper form), the Administrator shall provide each Participant with periodic instructions (at least once per calendar year) regarding how to access the Participant’s Account balance.

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Article 4
Benefits
4.1     Retirement Benefit .
(a)     Form and Timing of Payment . In the event of the Participant’s Retirement, the Participant shall be entitled to receive a cash payment on the Settlement Date in an amount equal to the total balance of the Participant’s Account as of the Valuation Date (or, in the case of annual installment payments described in clause (ii) or (iii) below, a specified portion of the total balance of the Participant’s Account as of the Valuation Date, subject to any subsequent adjustments for prior installment payments and lump sum payment (if any), and notional earnings, including gains or losses, as described in Section 4.1(c)). A Participant may elect to receive such payment on the Settlement Date in any of the following optional forms of payment (i) in a lump sum payment, (ii) in annual installments over a period ranging from two (2) years to 20 years (in whole years), or (iii) a specified portion of the total balance of the Participant’s Account as of the Valuation Date payable in a lump sum payment, with any remaining balance of the Account as of such Valuation Date, subject to any subsequent adjustments for prior installment payments and such lump sum payment, and notional earnings, including gains or losses, as described in Section 4.1(c), payable in annual installments over a period ranging from two (2) years to 20 years (in whole years); provided that, notwithstanding any Participant form of payment election to the contrary and to the extent permitted under Code Section 409A, the total balance of the Participant’s Account (or any portion thereof) that was originally scheduled to be paid in the form of annual installments shall instead be paid on the Settlement Date in the form of a lump sum payment if the total balance of such Participant’s Account as of the Valuation Date (or, in the case of the payment option described in clause (iii) above, as of the Valuation Date applicable solely to the lump sum payment portion thereof) is less than one-hundred thousand dollars ($100,000). A Participant’s form of payment election shall be made by filing the appropriate election form(s) with the Administrator within thirty (30) days after the Participant initially becomes eligible to participate in the Plan (within the meaning of Treasury Regulation §1.409A-2(a)(7)) with respect to Compensation paid for services to be performed after the date on which such election is made, subject to the special election timing rule under Treasury Regulation §1.409A-2(a)(7)(iii) permitting such initial election to be effective retrospectively if made within thirty (30) days following the first year the Participant accrues a benefit under an excess benefit plan. Upon the expiration of the applicable thirty (30)-day election period described above, the Participant’s election shall become irrevocable, except as otherwise provided in Section 4.1(b). A Participant who fails to timely elect the form of payment shall be deemed to have elected to receive a lump sum payment under clause (i) of this paragraph (a).
(b)     Subsequent Change in the Form of Payment . Except to the extent otherwise required or permitted under Code Section 409A, the Participant shall not be permitted to change or revoke the form of payment with respect to his or her Account on or after the date on which such election would otherwise be irrevocable under Section 4.1(a) unless all of the following requirements are satisfied with respect to such Participant’s subsequent election to change the form of payment: (i) such election shall not take effect until twelve (12) months after the date on which the election is made; and (ii) except in the case of a payment on account of death, as described in Section 4.3, the payment with respect to which such election is must be deferred for a period of five (5) years from the date such payment would otherwise have been paid (or in the case of annual installment payments, five (5) years from the date the first annual installment payment would otherwise have been scheduled to be paid).

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(c)     Amount and Timing of Annual Installment Payments . If the Participant elected and is entitled to receive annual installment payments in accordance with the provisions of this Section 4.1, the Participant’s first annual installment payment shall commence on the Settlement Date and shall equal the total balance of his or her Account as of the Valuation Date divided by the total number of years over which his or her annual installment payments are scheduled to be paid. Subject to the provisions of this Section 4.1, each subsequent annual installment payment shall be paid to the Participant within ninety (90) days of the last business day in March of each subsequent year following the year in which the Participant’s Settlement Date occurred, commencing in the year immediately following the year in which the Participant’s Settlement Date occurred and ending in the year in which the final annual installment payment is due. The amount of each subsequent annual installment payment shall be equal to the balance then credited to the Participant’s Account as of the last business day in March of each such subsequent year following the year in which the Participant’s Settlement Date occurred, which shall reflect both reductions for prior annual installment payments and lump sum payment (if any) made to the Participant, as described in this Section 4.1, and any adjustments for notional earnings, including gains or losses, as described in Section 3.3, divided by the total remaining number of years over which his or her annual installment payments are scheduled to be paid.
4.2     Termination . In the event of the Participant’s Termination of Employment, other than by reason of Retirement or, in the case of any Former MRO Participant, involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2008, the Participant’s Account shall be forfeited in accordance with Section 3.2 and no benefits shall be payable or owed under the Plan to the Participant or, following such Participant’s death, his or her Beneficiaries.
4.3     Death Benefit . If the Participant dies on or after Retirement (including Termination of Employment as a result of the Participant’s death on or after his or her Retirement Eligibility Date), but prior to the date on which all amounts then credited to his or her Account have been fully distributed in accordance with the terms of the Plan, the Company shall pay to the Participant’s Beneficiaries a lump sum amount in cash equal to the remaining amount then credited to the Participant’s Account as of the last business day of the month in which the Participant’s death occurs, subject to any adjustments to the Participant’s Account through such date, as described in Section 4.1; provided that such date shall be deemed the Valuation Date in the case of the Participant’s death before any payment from his or her Account is made or shall be deemed a new Valuation Date in the case of the Participant’s death on or after any payment from his or her Account is made. Such lump sum amount shall be paid to the Participant’s Beneficiaries within ninety (90) days following the Participant’s date of death; provided that in the event any such Beneficiary survives the Participant but dies before the date on which such amount is paid to him or her, such amount shall be paid to that Beneficiary’s estate. The provisions of this Section 4.3 shall also apply with respect to a Former MRO Participant who dies on or after an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2008, unrelated to a Change in Control, but prior to the date on which all amounts then credited to his or her Account have been fully distributed in accordance with the terms of the Plan.
4.4     Effect of Payment . The full payment (including deemed full payment) of a Participant’s Account under the Plan shall completely discharge all obligations to a Participant and his or her Beneficiaries.

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Article 5
Amendment and Termination of Plan
5.1     Amendment or Termination of Plan . The Company may, at any time, direct the Administrator to amend or terminate the Plan, in part or in its entirety, including, without limitation, with respect to any or all Participants and Employers, regardless of any resulting income tax or other consequences to Participants and their Beneficiaries, except that, unless and to the extent otherwise required by applicable law, no such amendment or termination may reduce the Account balance immediately preceding the date on which it is adopted or becomes effective, whichever is later, with respect to either any Participant who was vested in his or her Account as of such date in accordance with Section 3.2 or any Former MRO Participant. If the Company terminates the Plan, in part or its entirety, notwithstanding any other provision of the Plan to the contrary, (a) no additional Years of Service or age for any Participant (other than any Former MRO Participant) shall be credited under the Plan for the purpose of determining any affected Participant’s eligibility for Retirement with respect to any period after the effective date of such Plan termination, (b) no additional amounts, including, without limitation, Employer Contributions under Article 2 and notional earnings, including gains and losses, under Section 3.3, shall be credited under the Plan with respect to any affected Participant’s Account for the purpose of calculating Plan benefits with respect to any period after the effective date of such Plan termination, and (c) the Company shall pay to each Participant the benefits such Participant would be entitled to receive under Section 4.1 of the Plan at the same time and in the same form such benefits would otherwise have been payable under the terms of the Plan. Notwithstanding the foregoing, to the extent (and only to the extent) permitted under Code Section 409A, the Company may, in its complete and sole discretion, accelerate distributions hereunder, whether or not in-pay status, to be paid in a lump sum upon the termination of the Plan, in part or its entirety, including where such Plan termination is due to a Change in Control, corporate dissolution taxed under Code Section 331, bankruptcy of the Company that is approved by a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), or such other events and conditions prescribed under Code Section 409A, in which case the terms of the Plan shall be deemed to be modified as necessary and appropriate to effectuate such accelerated distributions, including, without limitation, modification of the Valuation Date to mean the date on which the event or condition giving rise to such accelerated distributions occurs.
Article 6
Beneficiaries
6.1     Beneficiary Designation . In accordance with procedures established by the Administrator, the Participant shall have the right, at any time during his or her lifetime, to designate Beneficiaries (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall be effective upon receipt by the Administrator.

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6.2     Revision of Designation . The submission of a new Beneficiary designation shall cancel all prior Beneficiary designations. The Administrator shall be entitled to rely upon the last Beneficiary designation made by the Participant and received by the Administrator prior to the Participant’s death. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation shall revoke such designation, unless in the case of divorce the previous Spouse was not designated as Beneficiary and unless in the case of marriage the Participant’s new Spouse has previously been designated as Beneficiary. Notwithstanding any provision of the Plan to the contrary and any Beneficiary designation filed with the Administrator in accordance with this Article 6, the Participant’s Account shall be payable in full to the Participant’s surviving Spouse in accordance with this Article 6 (treating such Spouse as the Participant’s sole designated Beneficiary), unless prior to the Participant’s death the following requirements were met: (a) the Participant elected that his or her Account (in whole or in part) be paid to a Beneficiary other than the Participant’s surviving Spouse; (b) the Participant’s surviving Spouse consented in writing to such election; (c) the surviving Spouse’s consent acknowledged the effect of such election; and (d) such election designates a Beneficiary that may not be changed without further spousal consent, unless the surviving Spouse executed a general written consent expressly permitting changes to the Participant’s Beneficiary designation without any requirement of further consent of the surviving Spouse; provided that consent of the Participant’s surviving Spouse shall not be required if (i) such Spouse cannot be located or (ii) the Participant is legally separated or has been abandoned (within the meaning of applicable local law), and the Participant has a court order to that effect.
6.3     Absence of Valid Designation . If a Participant fails to designate a Beneficiary as provided in this Article 6, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without substitution of a new Beneficiary designation, or if every person designated as a Beneficiary predeceases the Participant, then the Administrator shall direct the distribution of such benefits to the Participant’s estate.
6.4     Doubt as to Beneficiary . If the Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the Administrator shall have the right, exercisable at its complete and sole discretion, to cause the Company to either withhold such payments until such matter is resolved to the Administration’s satisfaction, or pay such amount into any court of appropriate jurisdiction, with such court ordered payment completely discharging the liability of the Plan, the Company, each Employer, and the Administrator.
6.5     Discharge of Obligations . The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Plan, the Company, each Employer, and the Administrator from all further obligations under the Plan with respect to that Beneficiary.

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Article 7
Administration and Claims Procedures
7.1     Administration . The Plan shall be administered by the Administrator, which shall have the exclusive right and full discretion (a) to interpret the Plan, (b) to decide any and all matters arising hereunder (including, without limitation, the right to remedy possible ambiguities, inconsistencies, or omissions), (c) to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, (d) consult with counsel, who may be counsel to the Company, and (e) to make all other determinations and resolve all questions of fact necessary or advisable for the administration of the Plan, including determinations regarding eligibility for benefits payable under the Plan; provided, however, that no individual who is serving on behalf of the Administrator shall vote or act on any matter relating solely to himself or herself. Benefits under the Plan will be paid only if the Administrator decides in its discretion that the applicant is entitled to them. All interpretations of the Administrator with respect to any matter hereunder shall be final, conclusive and binding on all persons affected thereby. The Administrator shall not be liable to any Participant or Beneficiary for any determination, decision, or action made in good faith with respect to the Plan. The Company will indemnify and hold harmless the Administrator from and against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission, in connection with the performance of such persons’ duties, responsibilities, and obligations under the Plan, other than such liabilities, costs, and expenses as may result from the gross negligence, bad faith, willful misconduct, or criminal acts of such persons.
7.2     Claims Procedure . Any Participant, former Participant or Beneficiary (or each such individual’s authorized representative) (each a “Claimant”) may file a written claim with the Administrator setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit. The Administrator shall determine the validity of the claim and shall notify the Claimant of its decision not later than ninety (90) days after receipt of the claim, unless the Administrator determines that special circumstances require an extension of time (up to an additional ninety (90) days) for processing the claim. If the Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the expiration of the initial ninety (90)-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render its decision. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the Claimant (a) the specific reason or reasons for the denial, (b) specific reference to any provisions of the Plan on which the denial is based, (c) description of any additional material or information that is necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary, and (d) an explanation of the procedure for further reviewing the denial of the claim and of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

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7.3     Appeals Procedure . Within sixty (60) days after the receipt of a denial of a claim, a Claimant may file a written appeal requesting a review of such denial. Such review shall be undertaken by the Administrator and shall be a full and fair review in accordance with Section 503 of ERISA, including (a) providing the Claimant the opportunity to submit written comments, documents, records, and other information relating to his or her claim, (b) providing the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim, and (c) providing a review that takes into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator shall notify the Claimant of its decision not later than sixty (60) days after receipt of a request for review from a Claimant, unless the Administrator determines that special circumstances require an extension of time (up to an additional sixty (60) days) for processing the claim. If the Administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the expiration of the initial sixty (60)-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render the determination on review. The determination on review shall be in writing in a manner calculated to be understood by the Claimant and shall include (i) the specific reason or reasons for the adverse determination, (ii) reference to specific Plan provisions on which the determination is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits, and (iv) a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following such adverse determination on appeal. After exhaustion of the Plan’s claims and appeals procedures, any further legal action taken against the Plan or its fiduciaries must be filed in a court of law no later than the earlier of (i) 180 days after the Administrator’s final decision regarding the claim appeal, (ii) three years after the date on which the Claimant commenced payment of the Plan benefits at issue in the judicial proceeding, or (iii) the statutory deadline for filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as determined by applying the most analogous statute of limitations for the State of Illinois.
Article 8
Conditions Related to Benefits
8.1     Nonassignability . Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, any amounts payable under the Plan, or any part thereof, which are, and all rights to which are expressly declared to be, non-assignable and non-transferable. Except to the extent required by applicable law, no part of the amounts payable under the Plan shall be subject to execution, seizure, attachment, orders, decrees, levis, garnishment or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by the Participant or any other person, or be transferable by operation of law, including, without limitation, a Participant’s or any other person’s bankruptcy or insolvency.
8.2     No Right to Employer Assets . The benefits paid under the Plan shall be paid from the general assets of the Employer, and Participants and their Beneficiaries, heirs, successors and assigns shall be no more than unsecured general creditors of the Employer with no special or prior right, interest, or claim to any assets of the Employer for payment of any obligations hereunder.

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8.3     Protective Provisions . Notwithstanding any other provision of the Plan to the contrary, any benefit otherwise payable under the Plan to the Participant (or, in the case of the Participant’s death, his or her Beneficiaries) shall be forfeited if, without the written consent of the Company, a Participant, directly or indirectly (whether as owner, principal, agent, partner, officer, director, employee, consultant, investor, lender or otherwise), for the 12-month period immediately after the Participant’s Retirement, engages in any line of business that is the same as, similar to, or competitive with a material line of business of the Employer (determined by the Administrator, in its complete and sole discretion, as of the date of the Participant’s Retirement) in the cities, counties or other geographic areas anywhere within the United States of America in which the Employer is authorized to conduct such material lines of business during such 12-month period; provided that (a) such restriction shall not prohibit the Participant’s purchase or ownership of less than 5% of the outstanding voting stock of a publicly-held company, and (b) the Participant may be associated with an entity that consists of separate business units, one or more of which engages in a line of business that is the same as, similar to, or competitive with a material line of business of the Employer (determined by the Administrator, in its complete and sole discretion, as of the date of the Participant’s Retirement), as long as the business unit with which the Participant is associated does not engage in a line of business that is the same as, similar to, or competitive with such a material line of business of the Employer and the Participant is not associated in any respect whatsoever with (whether as owner, principal, agent, partner, officer, director, employee, consultant, investor, lender or otherwise, on a paid or unpaid basis) any line of business that is the same as, similar to, or competitive with such a material line of business of the Employer. Any determination made by the Administrator with respect to the foregoing restriction shall be final, conclusive and binding on all persons affected thereby. Further, the Participant shall cooperate with the Employer by furnishing any and all information requested by the Administrator in order to facilitate the payment of benefits hereunder, and by taking such other actions as may be requested by the Administrator with respect to the administration of the Plan. If the Participant refuses to so cooperate, the Employer shall have no further obligation to the Participant under the Plan. For purposes of this Section 8.3, the Employer shall mean the Company and each Participating Company in the aggregate.
8.4     Contractual Obligation . Notwithstanding any provision (other than Sections 5.1, 8.2, and 8.3) of the Plan to the contrary, unless and to the extent otherwise required by applicable law, the Company hereby makes a contractual commitment to pay benefits under and in accordance with the Plan with respect to any Participant, but only to the extent any such Participant is then vested in his or her Account, as determined in accordance Section 3.2.
8.5     Withholding . The Participant shall make appropriate arrangements with the Employer for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employment tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. If no arrangement is made or if such arrangement is insufficient in satisfying such applicable requirements, the Employer may provide, at its complete and sole discretion, for such withholding, tax, and other payments as may be required, including, without limitation, by the reduction of amounts otherwise payable to the Participant. If the Employer pays such amounts on behalf of the Participant or a Beneficiary, the Employer shall be entitled to recover such amounts on demand with interest at the Wall Street Journal Prime Rate compounded monthly.
8.6     Assumptions and Methodology . The Administrator shall establish the assumptions and methodology of calculation used in determining the present or future value of benefits, earnings, payments, fees, expenses or any other amounts required to be calculated under the terms of the Plan. Such assumptions and methodology shall be made available to Participants upon request and may be changed from time to time by the Administrator.

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8.7     Adoption by Participating Company . The Administrator may authorize any subsidiary or affiliate within the Company’s controlled group (within the meaning of Code Section 414(b) or 414(c)) to adopt the Plan and become a Participating Company. Except to the extent a subsidiary or affiliate of the Company is specifically identified as a Participating Company in Section 1.21, in order to become a Participating Company, such entity shall deliver to the Administrator a corporate resolution evidencing adoption of the Plan by the Board of Directors of the Participating Company, subject to the consent and approval of the Administrator. Each Participating Company, by adopting the Plan, agrees to comply with any requirements of the Administrator with respect to administration of the Plan and authorizes the Administrator and/or the Company to act as its agent in all transactions in which the Administrator believes such agency will facilitate administration of the Plan, including, without limitation, amendment or termination of the Plan. A Participating Company may independently terminate its participation in the Plan under the same terms and conditions provided in Article 5.
8.8     Trust . The Employer shall be responsible for the payment of all benefits under the Plan. At its discretion, the Company may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust or trusts shall be considered paid by the Employer for purposes of meeting the obligations of the Employer under the Plan.
Article 9
Miscellaneous
9.1     Successors of the Employer . The rights and obligations of the Employer under the Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Employer.
9.2     Employment Not Guaranteed . Nothing contained in the Plan shall give any Participant the right to continued employment with the Employer or affect the right of the Employer to dismiss any Participant. The adoption and maintenance of the Plan will neither constitute a contract of employment between the Employer and any Participant nor constitute consideration for, or an inducement to or condition of, the employment or services of any Participant.
9.3     Gender, Singular and Plural . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.
9.4     Captions . The captions of the articles, paragraphs and sections of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
9.5     Validity . If any provision of the Plan is deemed invalid, illegal, or unenforceable by appropriate authority under the law of any jurisdiction applicable to the Plan, the same shall not affect, in any respect whatsoever, the validity, legality, or enforceability of any other provision of the Plan, and the Plan shall continue, to the fullest extent permitted by law, as if such invalid, illegal, or unenforceable provision were omitted and/or modified by such appropriate authority so as to preserve its validity, legality, or enforceability, unless such omission or modification would substantially impair the rights or benefits under the Plan of any affected Participant or Beneficiary, the Company, the Employer, or the Administrator.
9.6     Waiver of Breach . The waiver by the Employer of any breach of any provision of the Plan shall not operate or be construed as a waiver of any subsequent breach by that Participant or any other Participant.

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9.7     Notice . Any notice or filing required or permitted to be given to the Administrator, the Employer, the Participant or his or her Beneficiaries under the Plan shall be sufficient if in writing and either (a) hand-delivered, (b) sent by facsimile or other electronic media, as determined to be acceptable to the Administrator or the Employer, or (c) sent by a private delivery service, U.S. first-class, registered or certified mail, in the case of the Administrator or the Employer, to the principal office of the Company, directed to the attention of the Administrator, and in the case of the Participant or Beneficiary, to the last known address of such Participant or Beneficiary appearing on the employment records of the Employer. Notice to the Administrator or the Employer shall be deemed given as of the date of actual receipt by the Administrator. Notice to the Participant or Beneficiary shall be deemed given: if delivery is made by hand as of the date of hand delivery; if delivery is made by facsimile or other acceptable electronic media, as of the date documented by the transmitting party of successful transmission; if notice is provided by a private delivery service, as of the date documented by the private delivery service of successful delivery; or, if notice is provided by U.S. first-class, registered, or certified mail, as of the date shown on the postmark (including postmark on the receipt for registration or certification).
9.8     Inability to Locate Participant or Beneficiary . It is the responsibility of the Participant and, upon the death of the Participant, his or her Beneficiary to apprise the Administrator of any change in address of the Participant or Beneficiary. Neither the Administrator nor the Company is required to search for or locate any person entitled to benefits under the Plan. If the Administrator attempts to notify a person that he or she is entitled to benefits under the Plan, and such person fails to claim his or her benefits or make his or her whereabouts known to the Administrator within a reasonable period of time after the notification is sent to such person, the benefits payable to such person shall be forfeited; provided that such benefits shall be reinstated if the person entitled thereto subsequently makes a claim for the forfeited benefits.
9.9     Incompetence . If the Administrator determines in its complete and sole discretion that a benefit under the Plan is to be paid to a minor, a person declared legally incompetent or to a person incapable of handing the disposition of that person's property, the Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Administrator may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
9.10     Errors in Benefit Statement or Distributions . In the event an error is made in a benefit statement, such error shall be corrected on the next benefit statement following the date such error is discovered. In the event of an error in a distribution, the Participant’s Account shall, immediately upon the discovery of such error, be adjusted to reflect such under or over payment and, if possible, the next distribution shall be adjusted upward or downward to correct such prior error. If the remaining balance of a Participant’s Account is insufficient to cover an erroneous overpayment, the Company may, at its complete and sole discretion, offset other amounts payable to the Participant from the Employer (including, without limitation, salary, bonuses, expense reimbursements, severance benefits or other employee compensation benefit arrangements, as allowed by law) or bring an action or proceeding against the Participant or Beneficiary to recoup the amount of such overpayment(s).
9.11     ERISA Plan . The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that is unfunded and maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan shall be administered and interpreted in a manner consistent with such intent.

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9.12     Effect on Other Plans . The benefits provided for a Participant and the Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program sponsored or maintained by the Employer. The Plan shall supplement and shall not supersede, modify, or amend any other such plan or program, except as may otherwise be expressly provided.
9.13     Applicable Law . The Plan shall be administered and construed in accordance with applicable federal laws and, to the extent not inconsistent therewith or preempted thereby, with the laws of the State of Illinois, determined without regard to the choice of law rules of any jurisdiction. Without limiting the generality and applicability of the foregoing and notwithstanding any provision in the Plan to the contrary, if and to the extent that the payment of any Plan benefits would otherwise violate the requirements of Code Section 409A, (a) such Plan benefits shall be paid under such other conditions determined by the Administrator that cause the payment of such benefits to comply with Code Section 409A and the Plan shall be construed and administered accordingly to achieve that objective, and (b) in the event of any inconsistency between the terms of the Plan and Code Section 409A, the terms of Code Section 409A shall prevail and govern.
9.14     Responsibility for Legal Effect . No representations or warranties, express or implied, are made by any Employer or the Administrator, and neither any Employer nor the Administrator assumes any responsibility concerning the legal, tax, or other implications or effects of the Plan.

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SUPPLEMENT A
Special Provisions to Comply With the Linkage Requirements of
Internal Revenue Code Section 409A
Article I - Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement A is to set forth the special provisions that apply to any Participant in the Plan who is also a Participant in the Navistar, Inc. Supplemental Executive Retirement Plan (the “SERP”) on the Effective Date of this Supplement (or may become a Participant in the SERP after the Effective Date and prior to January 1, 2012). The amount, time and form of payment of Grandfathered Amounts under the SERP shall be disregarded for purposes of this Supplement A. Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement A. Notwithstanding the foregoing, however, for purposes of this Supplement A, the term or expression “Participant in the SERP” (or words to that effect) shall mean an individual eligible to participate in the SERP pursuant to Section 2 of the SERP, without regard to whether such individual has attained age 55. The special provisions of this Supplement A shall not apply to a Participant in the Plan who first becomes a Participant in the SERP on or after January 1, 2012.
1.2     Effective Date of this Supplement . This Supplement A shall be effective as of January 1, 2009. Supplement A shall be effective with respect to the total balance of the Participant’s Account(s) (as defined in Section 1.1 of the Plan).
1.3     Timing of Commencement of Payments . Notwithstanding anything in the Plan to the contrary, payment of the Participant’s Account balance shall commence on the first day of the month coincident with or next following the date on which a Participant experiences a Termination of Employment; provided however, that (a) in the event a Participant is eligible, upon such Termination of Employment, to receive a benefit under Section 8 of the SERP (a “Grow-in Benefit”), payment of the Participant’s Account balance shall commence on the Participant’s early retirement date (as defined in Supplement A of the SERP), which payment date shall apply whether or not the Participant becomes entitled to the Grow-in Benefit under the SERP, and (b) in the event a Participant is eligible, upon such Termination of Employment, to receive a benefit under Section 9 of the SERP (a “Change in Control Benefit”), payment of the Participant’s Account balance shall commence on the later of the Termination of Employment or the Participant’s attainment of age 55, which payment date shall apply whether or not the Participant becomes entitled to the Change in Control Benefit under the SERP.
1.4     Form of Payments . Notwithstanding any election a Participant may have made under Article 4 of the Plan, payment of the Participant’s Account balance shall be payable for the life of the Participant in the form of a monthly annuity, which annuity shall be determined based on the Participant’s Account balance as of the date upon which benefit payments commence pursuant to Section 1.3 of this Supplement A. The amount of such monthly annuity shall be determined using the same reasonable actuarial assumptions as are used under the SERP.

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1.5     Special Provisions Relating to Disability .
(a)    A Participant who has attained age 55 and completed 5 Years of Service and who thereafter while in the employment of the Company is determined to be totally and permanently disabled, as defined in paragraph (b) below, prior to reaching age 65, and for whom benefit payments have not commenced in accordance with Section 4.1 of the Plan, may elect to Retire on or after his/her Disability Retirement Date and shall be entitled to receive a Disability Retirement Benefit as specified in paragraph (d) below. Subject to paragraph (c) below, a Participant’s “Disability Retirement Date” shall be the later of (1) or (2) below:
(1)    the first day of the month following the month in which required evidence of disability is received, except that the notification under subparagraph (b) (2) will be deemed to have been received in the month the Social Security disability award is effective; or
(2)    the first day of the month next following the date that is six months after the commencement date of such disability.
(b)    A Participant shall be deemed to be “totally and permanently disabled” when:
(1)    on the basis of objective medical evidence, it is determined by the Company that he/she is wholly and permanently prevented from engaging in any occupation or employment for wage or profit (except for purposes of rehabilitation) as a result of bodily injury or disease, either occupational or non-occupational in cause, but excluding disabilities resulting from service in the armed forces of any country for which he/she receives a military pension, and
(2)    notification is received that the Participant is eligible for and receiving disability income benefits under the Federal Social Security Act.
(c)    For purposes of this Section 1.5, a Participant may elect to Retire due to disability not later than the date which is 29 months following the commencement of such Participant’s bona fide leave of absence due to disability (unless the Participant has a right to reemployment (pursuant to statute or contract) for a period in excess of 29 months, in which case such longer period shall be substituted for the 29 month period referenced above).
(d)     The Disability Retirement Benefit with respect to the Participant’s Account balance for a Participant who Retires under this Section 1.5 shall be payable for the life of the Participant in the form of an annuity, which annuity shall be determined based on the Participant’s Account balance as of the date upon which the Participant Retires under this Section 1.5. The amount of such monthly annuity shall be determined using the same reasonable actuarial assumptions as are used under the SERP.
1.6     Conflicts between the Plan and this Supplement . This Supplement A together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement A, the terms and provisions of this Supplement A shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies. By way of further clarification, for any Participant who is covered by this Supplement A:

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(a)    The date as of which monthly annuity benefits are scheduled to commence pursuant to the provisions of Section 1.3 of this Supplement A (including the special circumstances under paragraphs (a) and (b) therein) shall be referred to hereinafter as the “Annuity Starting Date.” The date upon which monthly annuity benefits actually commence shall be subject to delay for any Participant who is a Specified Employee as of his or her Termination of Employment as described in Section 1.6(b) of this Supplement A.
(b)    The definition of the term “Settlement Date” shall be modified to read as follows: Settlement Date shall mean the Annuity Starting Date; provided that, in the case of any Participant who is a Specified Employee as of his or her Termination of Employment (other than by reason of death), the Settlement Date shall be the later of (i) the Annuity Starting Date and (ii) the first day of the sixth month following the first day of the month coincident with or next following the date on which a Participant experiences a Termination of Employment; provided further, however, that in the case of the Participant’s death before any payment from his or her Account is made, including, if applicable, during the delay period indicated above in this paragraph, Settlement Date shall mean the date on which the Participant’s Account (or any portion thereof) is paid to his or her Beneficiaries (or, in the event the provisions of Section 2.4 of this Supplement A apply, the date on which the first monthly survivor benefit is paid). In the event of the delay described in the preceding sentence, on the first date on which such benefit payments may be paid to the Participant at the end of such six-month period (or upon an earlier payment in the event of death), the Participant shall receive payment of all monthly benefit payments due from his/her Annuity Starting Date, with an appropriate adjustment for interest for delayed payment (computed in a manner consistent with computing interest adjustments for delayed pension payments under Section 4.7 of the SERP).
(c)    The definition of the term “Valuation Date” shall be modified to read as follows: Valuation Date shall mean the Annuity Starting Date.
(d)    Consistent with Section 1.4 of this Supplement A, for any Participant whose Termination of Employment occurs prior to January 1, 2013, no Employer Contributions or notional earnings not already credited to such Participant’s Account as of the date of such Termination of Employment under the Plan’s standard provisions (that is, without regard to this Supplement A) shall be credited to such Participant’s Account following such Termination of Employment.
(e)    Consistent with Section 1.4 of this Supplement A, for any Participant whose Termination of Employment occurs on or after January 1, 2013:
(1)    Employer Contributions for the Plan Year in which occurs the Participant’s Termination of Employment and/or for the prior Plan Year, which have not already been made and credited to such Participant’s Account as of the date of such Termination of Employment under the Plan’s standard provisions (that is, without regard to this Supplement A) may, at the Employer’s complete and sole discretion, be made and credited to such Participant’s Account as of the date of such Termination of Employment; and
(2)    notional earnings not already credited to such Participant’s Account balance as of the date of such Termination of Employment under the Plan’s standard provisions (that is, without regard to this Supplement A) shall be credited to such Participant’s Account as of the date of such Termination of Employment.

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Article II - Other Provisions
2.1     Definition of “Retire” . For purposes of this Supplement A, the terms “Retire” or “Retired” or “Retires” shall mean an Eligible Employee’s termination of employment with the Company and all of its affiliates (other than by reason of death) on or after his/her Normal Retirement Date, Early Retirement Date or Disability Retirement Date, whichever is applicable; provided that such Participant’s termination of employment must be deemed a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) (using a percentage of 80% to determine the controlled group of corporations and businesses under common control). For purposes of this Section 2.1 of Supplement A, the terms Normal Retirement Date and Early Retirement Date shall have the same respective meanings as defined in Section 1 of the SERP.
2.2     Narrower Definition of “Change in Control” . For purposes of Sections 1.26 and 3.2 of the Plan, a “Change in Control” shall be deemed to have occurred only if both the conditions of Section 1.7 of the Plan and the following conditions have been met:
(A)     any “Person” or “group” (as such terms are used in Section 13 (d) and 14 (d) of the Securities Exchange Act of 1934) other than employee or retiree benefit plans or trusts sponsored or established by the Parent (hereinafter “NIC”) or the Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of NIC representing 25% or more of the combined voting power of NIC’s then outstanding securities, (B) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board of Directors of NIC immediately prior to the first public announcement relating to such Control Transaction shall immediately thereafter, or within two years, cease to constitute a majority of the Board of Directors of NIC or (C) any dissolution or liquidation of NIC or the Company or an agreement for the sale or disposition of all or substantially all (more than 50%) of the assets of NIC or the Company occurs. Notwithstanding the foregoing, the sale or disposition of any or all of the assets or stock of Navistar Financial Corporation, and each successor thereto, shall not be deemed a Change in Control.
2.3     Narrower Definition of “reasons other than ‘Cause’ ” . For purposes of Sections 3.2 and 4.2 of the Plan, the term “Cause,” as used in the expression: “reasons other than ‘Cause’ ”, shall meet either the definition in Section 3.2 of the Plan or the following alternative definition:
For purposes of Section 2.2 of this Supplement A, the term “Cause” shall mean termination by the Company for willful misconduct involving an offense of a serious nature, for conviction of a felony as defined by the state in which the act was committed or for continued intentional failure to perform required duties with the Company after written notice of such failure.

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2.4     Payment on Death .
(a)    In lieu of the lump sum Death Benefit otherwise provided under Section 4.3 of the Plan, the event of a Participant’s death, the Participant’s surviving spouse who has been married to the Participant for at least one year prior to the date of death shall be entitled to a monthly survivor benefit payable for the remainder of such spouse’s lifetime, which shall be of an amount equal to the monthly benefit determined pursuant to Section 1.4 of this Supplement A, payable for the life of the spouse (rather than for the life of the Participant), provided further that the Participant neither (1) is a Former MRO Participant who dies prior to Retirement (as defined in Section 1.26 of the Plan) on or after an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2008, unrelated to a Change in Control, nor (2) dies prior to the attainment of age 55, nor (3) dies prior to the completion of 5 years of Credited Service (as defined in the SERP).
(b)    Neither the provisions of Section 4.3 of the Plan nor of Section 2.4(a) of this Supplement A shall apply in the case of a Participant whose benefits have commenced in the form of a monthly annuity pursuant to Sections 1.3 and 1.4 of this Supplement A.
(c)    For further clarity, the provisions of Section 4.3 of the Plan shall continue to apply in the case of a Participant (1) described in paragraph (1), (2), or (3) of Section 2.4(a) of this Supplement A, or (2) who does not have surviving spouse who has been married to the Participant for at least one year prior to the date of death, if otherwise eligible thereunder.

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SUPPLEMENT B
Special Transition Provisions for January 1, 2014 MRO Participants
Article I-Purpose and Background
1.1     Purpose, Use of Terms . The purpose of this Supplement B is to set forth the special transition provisions that apply to certain January 1, 2014 MRO Participants (as defined in Section 1.17 of the Plan). Of necessity, in accordance with the provisions of the MRO, any January 1, 2014 MRO Participant will have a date of birth that is on or prior to January 1, 1960. The purpose of this Supplement B is to set forth the special transition provisions that apply with regard to any such Participant whose date of birth is subsequent to January 1, 1959; such special transition provisions shall apply from the Effective Date of this Supplement until such time as any such Participant attains age fifty-five (55) (which, by necessity, shall occur on or prior to January 1, 2015). Except where the context indicates to the contrary, terms used and defined in the Plan shall have the same respective meanings for purposes of this Supplement B. Notwithstanding the foregoing, however, for purposes of this Supplement B, the terms or expressions “January 1, 2014 MRO Participant,” “MRO Participant” and “Participant in the MRO” (or words to that effect) shall mean an individual eligible to participate in the MRO pursuant to Section 2 of the MRO, without regard to whether such individual has reached his or her Actual Retirement Date. Participants covered by this Supplement B will hereinafter be referred to as “Supplement B Participants.”
1.2     Effective Date and Duration of this Supplement . This Supplement B shall be effective January 1, 2014.
1.3     Definition of “Retirement” . For purposes of Section 1.26 of the Plan, the term “Retirement” shall include the date on which the following event occurs: attainment of age 55, in the case of a Supplement B Participant, upon an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control.
1.4     Vesting of Accounts . For purposes of Section 3.2 of the Plan, all amounts credited to a Participant’s Account shall be vested and nonforfeitable, in the case of any Supplement B Participant, upon an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, (if not already so vested and nonforfeitable at the time of such event under the standard provisions of Section 3.2 of the Plan, that is, without regard to this Supplement B).
1.5     Termination and Forfeiture . For purposes of Section 4.2 of the Plan, in the case of any Supplement B Participant, in the event of an involuntary Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, the Participant’s Account shall not be forfeited in accordance with Section 3.2, and benefits, if any, otherwise owed under the Plan to the Participant or, following the Participant’s death, his or her Beneficiaries, shall be payable.
1.6     Death Benefit . The provisions of Section 4.3 of the Plan shall also apply with respect to a Supplement B Participant who dies on or after an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control, but prior to the date on which all amounts then credited to his or her Account have been fully distributed in accordance with the terms of the Plan.

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1.7     Amendment and Termination of the Plan . For purposes of Section 5.1 of the Plan in the event of the amendment or termination of the Plan, unless and to the extent otherwise required by applicable law, no such amendment or termination may reduce the Account balance immediately preceding the date on which it is adopted or becomes effective, whichever is later, with respect to any Supplement B Participant. If the Company terminates the Plan, in part or its entirety, notwithstanding any other provision of the Plan to the contrary, additional Years of Service or age for such Supplement B Participant shall be credited under the Plan for the purpose of determining such affected Supplement B Participant’s eligibility for Retirement with respect to the period after the effective date of such Plan termination.
1.8     Payment on Death . For purposes of Section 2.4 of Supplement A of the Plan, the description in paragraph (1) of subsection (a) of said Section 2.4 shall be expanded to include the following:
“or a January 1, 2014 MRO Participant who dies prior to Retirement on or after an involuntarily Termination of Employment (for reasons other than Cause) occurring on or after January 1, 2014, unrelated to a Change in Control,”
1.9     Conflicts between the Plan and this Supplement . This Supplement B together with the Plan comprises the Plan with respect to the employees and amounts covered under this Supplement. In the event of any inconsistencies between the provisions of the Plan and the provisions of this Supplement B, the terms and provisions of this Supplement B shall supersede the other provisions of the Plan to the extent necessary to eliminate such inconsistencies.

* * * * * * *


DM_US 72831820-2.073825.0022


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EXHIBIT 31.1
CERTIFICATION
I, Troy A. Clarke, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Navistar International Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 8, 2016
 
/s/     T ROY  A. C LARKE
Troy A. Clarke
President and Chief Executive Officer
(Principal Executive Officer)

E-2



EXHIBIT 31.2
CERTIFICATION
I, Walter G. Borst, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Navistar International Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 8, 2016

/s/     W ALTER  G. B ORST        
Walter G. Borst
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)



E-3


EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Navistar International Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Troy A. Clarke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: September 8, 2016

/s/     T ROY  A. C LARKE
Troy A. Clarke
President and Chief Executive Officer
(Principal Executive Officer)


This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification shall also not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.




E-4


EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Navistar International Corporation (the “Company”) on Form 10-Q for the period ended July 31, 2016 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Walter G. Borst, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: September 8, 2016

/s/ W ALTER  G. B ORST
Walter G. Borst
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification shall also not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.



E-5


EXHIBIT 99.1
Additional Financial Information (Unaudited)
The following additional financial information is provided based upon the continuing interest of certain stockholders and creditors to assist them in understanding our core Manufacturing operations and our Financial Services operations on an after-tax equity basis. Our Manufacturing operations, for this purpose, include our Truck segment, Parts segment, Global Operations segment, and Corporate items. The Manufacturing operations financial information represents non-GAAP financial measures. These non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. The reconciling differences between these non-GAAP financial measures and our U.S. GAAP condensed consolidated financial statements in Item 1, Financial Statements , are our Financial Services operations, which are included on an after-tax equity basis. Certain of our subsidiaries in our Manufacturing operations have debt outstanding with our Financial Services operations (“intercompany debt”). In the condensed statements of assets, liabilities, and stockholders' equity (deficit), the intercompany debt is reflected as accounts payable. The change in the intercompany debt is reflected in the net cash provided by operating activities in the condensed statements of cash activity.
Condensed Statements of Revenues and Expenses
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Three Months Ended July 31, 2016
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Statement of Operations
Sales of manufactured products
$
2,052

 
$
—

 
$
—

 
$
2,052

Finance revenues
—

 
60

 
(26
)
 
34

Sales and revenues, net
2,052

 
60

 
(26
)
 
2,086

Costs of products sold
1,757

 
—

 
—

 
1,757

Restructuring charges
5

 
—

 
—

 
5

Asset impairment charges
12

 
—

 
—

 
12

Selling, general and administrative expenses
177

 
21

 
(1
)
 
197

Engineering and product development costs
62

 
—

 
—

 
62

Interest expense
65

 
21

 
(2
)
 
84

Other (income) expense, net
16

 
(8
)
 
(23
)
 
(15
)
Total costs and expenses
2,094

 
34

 
(26
)
 
2,102

Equity in income of non-consolidated affiliates
2

 
—

 
—

 
2

Income (loss) before equity income from financial services operations and income taxes
(40
)
 
26

 
—

 
(14
)
Equity income (loss) from financial services operations
17

 
—

 
(17
)
 
—

Income (loss) from continuing operations before income taxes
(23
)
 
26

 
(17
)
 
(14
)
Income tax expense
(5
)
 
(9
)
 
—

 
(14
)
Income (loss) from continuing operations
(28
)
 
17

 
(17
)
 
(28
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

Net income (loss)
(28
)
 
17

 
(17
)
 
(28
)
Less: Income attributable to non-controlling interests
6

 
—

 
—

 
6

Net income (loss) attributable to Navistar International Corporation
$
(34
)
 
$
17

 
$
(17
)
 
$
(34
)

E-6


Condensed Statements of Revenues and Expenses
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Nine Months Ended July 31, 2016
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Statement of Operations
Sales of manufactured products
$
5,946

 
$
—

 
$
—

 
$
5,946

Finance revenues
—

 
177

 
(75
)
 
102

Sales and revenues, net
5,946

 
177

 
(75
)
 
6,048

Costs of products sold
5,068

 
—

 
—

 
5,068

Restructuring charges
11

 
—

 
—

 
11

Asset impairment charges
17

 
—

 
—

 
17

Selling, general and administrative expenses
543

 
63

 
(2
)
 
604

Engineering and product development costs
181

 
—

 
—

 
181

Interest expense
193

 
59

 
(6
)
 
246

Other (income) expense, net
27

 
(22
)
 
(67
)
 
(62
)
Total costs and expenses
6,040

 
100

 
(75
)
 
6,065

Equity in income of non-consolidated affiliates
3

 
—

 
—

 
3

Income (loss) before equity income from financial services operations and income taxes
(91
)
 
77

 
—

 
(14
)
Equity income (loss) from financial services operations
48

 
—

 
(48
)
 
—

Income (loss) from continuing operations before income taxes
(43
)
 
77

 
(48
)
 
(14
)
Income tax benefit (expense)
4

 
(29
)
 
—

 
(25
)
Income (loss) from continuing operations
(39
)
 
48

 
(48
)
 
(39
)
Income (loss) from discontinued operations, net of tax
—

 
—

 
—

 
—

Net income (loss)
(39
)
 
48

 
(48
)
 
(39
)
Less: Income attributable to non-controlling interests
24

 
—

 
—

 
24

Net income (loss) attributable to Navistar International Corporation
$
(63
)
 
$
48

 
$
(48
)
 
$
(63
)

E-7


Condensed Statements of Revenues and Expenses
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Three Months Ended July 31, 2015
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Statement of Operations
Sales of manufactured products
$
2,501

 
$
—

 
$
—

 
$
2,501

Finance revenues
—

 
63

 
(26
)
 
37

Sales and revenues, net
2,501

 
63

 
(26
)
 
2,538

Costs of products sold
2,172

 
—

 
—

 
2,172

Restructuring charges
13

 
—

 
—

 
13

Asset impairment charges
7

 
—

 
—

 
7

Selling, general and administrative expenses
196

 
24

 
—

 
220

Engineering and product development costs
71

 
—

 
—

 
71

Interest expense
59

 
19

 
(3
)
 
75

Other (income) expense, net
23

 
(6
)
 
(23
)
 
(6
)
Total costs and expenses
2,541

 
37

 
(26
)
 
2,552

Equity in income of non-consolidated affiliates
3

 
—

 
—

 
3

Income (loss) before equity income from financial services operations and income taxes
(37
)
 
26

 
—

 
(11
)
Equity income (loss) from financial services operations
19

 
—

 
(19
)
 
—

Income (loss) from continuing operations before income taxes
(18
)
 
26

 
(19
)
 
(11
)
Income tax expense
(5
)
 
(7
)
 
—

 
(12
)
Income (loss) from continuing operations
(23
)
 
19

 
(19
)
 
(23
)
Income from discontinued operations, net of tax
2

 
—

 
—

 
2

Net income (loss)
(21
)
 
19

 
(19
)
 
(21
)
Less: Income attributable to non-controlling interests
7

 
—

 
—

 
7

Net income (loss) attributable to Navistar International Corporation
$
(28
)
 
$
19

 
$
(19
)
 
$
(28
)


E-8


Condensed Statements of Revenues and Expenses
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Nine Months Ended July 31, 2015
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Statement of Operations
Sales of manufactured products
$
7,544

 
$
—

 
$
—

 
$
7,544

Finance revenues
—

 
183

 
(75
)
 
108

Sales and revenues, net
7,544

 
183

 
(75
)
 
7,652

Costs of products sold
6,577

 
—

 
—

 
6,577

Restructuring charges
22

 
—

 
—

 
22

Asset impairment charges
15

 
—

 
—

 
15

Selling, general and administrative expenses
635

 
71

 
(2
)
 
704

Engineering and product development costs
226

 
—

 
—

 
226

Interest expense
179

 
57

 
(9
)
 
227

Other (income) expense, net
44

 
(17
)
 
(64
)
 
(37
)
Total costs and expenses
7,698

 
111

 
(75
)
 
7,734

Equity in income of non-consolidated affiliates
6

 
—

 
—

 
6

Income (loss) before equity income from financial services operations and income taxes
(148
)
 
72

 
—

 
(76
)
Equity income (loss) from financial services operations
49

 
—

 
(49
)
 
—

Income (loss) from continuing operations before income taxes
(99
)
 
72

 
(49
)
 
(76
)
Income tax expense
(14
)
 
(23
)
 
—

 
(37
)
Income (loss) from continuing operations
(113
)
 
49

 
(49
)
 
(113
)
Income from discontinued operations, net of tax
2

 
—

 
—

 
2

Net income (loss)
(111
)
 
49

 
(49
)
 
(111
)
Less: Income attributable to non-controlling interests
23

 
—

 
—

 
23

Net income (loss) attributable to Navistar International Corporation
$
(134
)
 
$
49

 
$
(49
)
 
$
(134
)
























E-9


Condensed Statements of Assets, Liabilities, and Stockholders' Equity (Deficit)
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
As of July 31, 2016
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Balance Sheet
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
510

 
$
37

 
$
—

 
$
547

Marketable securities
130

 
10

 
—

 
140

Restricted cash
19

 
162

 
—

 
181

Finance and other receivables, net
317

 
2,111

 
(498
)
 
1,930

Inventories
1,068

 
16

 
—

 
1,084

Goodwill
38

 
—

 
—

 
38

Property and equipment, net
996

 
261

 
—

 
1,257

Investments in and advances to financial services operations
587

 
—

 
(587
)
 
—

Investments in non-consolidated affiliates
60

 
—

 
—

 
60

Deferred taxes, net
148

 
5

 
—

 
153

Other assets
302

 
27

 
—

 
329

Total assets
$
4,175

 
$
2,629

 
$
(1,085
)
 
$
5,719

Liabilities and stockholders' equity (deficit)
 
 
 
 
 
 
 
Accounts payable
$
1,463

 
$
38

 
$
(498
)
 
$
1,003

Debt
3,131

 
1,934

 
—

 
5,065

Postretirement benefits liabilities
2,998

 
—

 
—

 
2,998

Other liabilities
1,717

 
70

 
—

 
1,787

Total liabilities
9,309

 
2,042

 
(498
)
 
10,853

Stockholders' equity attributable to non-controlling interest
3

 
—

 
—

 
3

Stockholders' equity (deficit) attributable to controlling interest
(5,137
)
 
587

 
(587
)
 
(5,137
)
Total liabilities and stockholders' equity (deficit)
$
4,175

 
$
2,629

 
$
(1,085
)
 
$
5,719


E-10


Condensed Statements of Assets, Liabilities, and Stockholders' Equity (Deficit)
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
As of October 31, 2015
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Consolidated Balance Sheet
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
877

 
$
35

 
$
—

 
$
912

Marketable securities
136

 
23

 
—

 
159

Restricted cash
24

 
97

 
—

 
121

Finance and other receivables, net
441

 
2,450

 
(454
)
 
2,437

Inventories
1,125

 
10

 
—

 
1,135

Goodwill
38

 
—

 
—

 
38

Property and equipment, net
1,082

 
263

 
—

 
1,345

Investments in and advances to financial services operations
637

 
—

 
(637
)
 
—

Investments in non-consolidated affiliates
66

 
—

 
—

 
66

Deferred taxes, net
157

 
7

 
—

 
164

Other assets
292

 
23

 
—

 
315

Total assets
$
4,875

 
$
2,908

 
$
(1,091
)
 
$
6,692

Liabilities and stockholders' equity (deficit)
 
 
 
 
 
 
 
Accounts payable
$
1,707

 
$
48

 
$
(454
)
 
$
1,301

Debt
3,198

 
2,100

 
—

 
5,298

Postretirement benefits liabilities
3,088

 
—

 
—

 
3,088

Other liabilities
2,042

 
123

 
—

 
2,165

Total liabilities
10,035

 
2,271

 
(454
)
 
11,852

Stockholders' equity attributable to non-controlling interest
7

 
—

 
—

 
7

Stockholders' equity (deficit) attributable to controlling interest
(5,167
)
 
637

 
(637
)
 
(5,167
)
Total liabilities and stockholders' equity (deficit)
$
4,875

 
$
2,908

 
$
(1,091
)
 
$
6,692




E-11


Condensed Statements of Cash Flows
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Nine Months Ended July 31, 2016
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Condensed Consolidated Statement of Cash Flows
Cash flows from operating activities
 
 
 
 
 
 
 
Net income (loss)
$
(39
)
 
$
48

 
$
(48
)
 
$
(39
)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
109

 
2

 
—

 
111

Depreciation of equipment leased to others
18

 
35

 
—

 
53

Amortization of debt issuance costs and discount
18

 
9

 
—

 
27

Deferred income taxes
(1
)
 
1

 
—

 
—

Asset impairment charges
17

 
—

 
—

 
17

Loss on sales of investments and businesses, net
2

 
—

 
—

 
2

Equity in income of non-consolidated affiliates
(3
)
 
—

 
—

 
(3
)
Equity in income of financial services affiliates
(48
)
 
—

 
48

 
—

Dividends from financial services operations
80

 
—

 
(80
)
 
—

Dividends from non-consolidated affiliates
8

 
—

 
—

 
8

Change in intercompany receivables and payables
80

 
(80
)
 
—

 
—

Other, net
(469
)
 
279

 
—

 
(190
)
Net cash provided by (used in) operating activities
(228
)
 
294

 
(80
)
 
(14
)
Cash flows from investing activities
 
 
 
 
 
 
 
Purchases of marketable securities
(378
)
 
—

 
—

 
(378
)
Sales of marketable securities
344

 
14

 
—

 
358

Maturities of marketable securities
39

 
—

 
—

 
39

Net change in restricted cash and cash equivalents
4

 
(68
)
 
—

 
(64
)
Capital expenditures
(82
)
 
(1
)
 
—

 
(83
)
Purchase of equipment leased to others
(1
)
 
(93
)
 
—

 
(94
)
Other investing activities
32

 
23

 
—

 
55

Net cash used in investing activities
(42
)
 
(125
)
 
—

 
(167
)
Net cash provided by (used in) financing activities
(120
)
 
(177
)
 
80

 
(217
)
Effect of exchange rate changes on cash and cash equivalents
23

 
10

 
—

 
33

Increase (decrease) in cash and cash equivalents
(367
)
 
2

 
—

 
(365
)
Cash and cash equivalents at beginning of the period
877

 
35

 
—

 
912

Cash and cash equivalents at end of the period
$
510

 
$
37

 
$
—

 
$
547


E-12


Condensed Statements of Cash Flows
Navistar International Corporation
(Manufacturing operations with financial services operations on an after-tax equity basis)
 
For the Nine Months Ended July 31, 2015
(in millions)
Manufacturing Operations
 
Financial Services Operations
 
Adjustments
 
Condensed Consolidated Statement of Cash Flows
Cash flows from operating activities
 
 
 
 
 
 
 
Net income (loss)
$
(111
)
 
$
49

 
$
(49
)
 
$
(111
)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
163

 
2

 
—

 
165

Depreciation of equipment leased to others
20

 
36

 
—

 
56

Amortization of debt issuance costs and discount
18

 
10

 
—

 
28

Deferred income taxes
(9
)
 
—

 
—

 
(9
)
Asset impairment charges
11

 
4

 
—

 
15

Equity in loss of non-consolidated affiliates
(6
)
 
—

 
—

 
(6
)
Equity in income of financial services operations
(49
)
 
—

 
49

 
—

Dividends from financial services operations
125

 
—

 
(125
)
 
—

Dividends from non-consolidated affiliates
8

 
—

 
—

 
8

Change in intercompany receivables and payables (A)
5

 
(5
)
 
—

 
—

Other, net (A)
(140
)
 
(20
)
 
—

 
(160
)
Net cash provided by (used in) operating activities
35

 
76

 
(125
)
 
(14
)
Cash flows from investing activities
 
 
 
 
 
 
 
Purchases of marketable securities
(515
)
 
—

 
—

 
(515
)
Sales of marketable securities
763

 
1

 
—

 
764

Maturities of marketable securities
63

 
—

 
—

 
63

Net change in restricted cash and cash equivalents
2

 
(194
)
 
—

 
(192
)
Capital expenditures
(70
)
 
(2
)
 
—

 
(72
)
Purchase of equipment leased to others
3

 
(61
)
 
—

 
(58
)
Acquisition of intangibles
(4
)
 
—

 
—

—

(4
)
Other investing activities
15

 
4

 
—

 
19

Net cash provided by (used in) investing activities
257

 
(252
)
 
—

 
5

Net cash provided by (used in) financing activities
(177
)
 
138

 
125

 
86

Effect of exchange rate changes on cash and cash equivalents
(48
)
 
21

 
—

 
(27
)
Increase (decrease) in cash and cash equivalents
67

 
(17
)
 
—

 
50

Cash and cash equivalents at beginning of the period
440

 
57

 
—

 
497

Cash and cash equivalents at end of the period
$
507

 
$
40

 
$
—

 
$
547

_________________________
(A)
Adjustments are made to Change in intercompany receivables and payables and Other, net within the Cash flows from operating activities section to conform to the 2016 presentation. The reclassification did not impact our Condensed Consolidated Statements of Cash Flows .

E-13