NAVISTAR INTERNATIONAL CORP IL false 0000808450 0000808450 2020-12-17 2020-12-17 0000808450 us-gaap:CommonStockMember 2020-12-17 2020-12-17 0000808450 us-gaap:SeriesDPreferredStockMember 2020-12-17 2020-12-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: December 17, 2020

 

 

 

LOGO

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9618   36-3359573

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

 

2701 Navistar Drive

Lisle Illinois

  60532
(Address of principal executive offices)   (Zip Code)

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

 

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

 

 

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

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

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

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

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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

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

 

ITEM 7.01

REGULATION FD DISCLOSURE

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

On December 17, 2020, Navistar International Corporation (the “Company”) filed its Annual Report on Form 10-K for the period ended October 31, 2020 with the Securities and Exchange Commission. The Company’s press release announcing the filing is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

The Company will release its fiscal 2020 fourth quarter financial results on Thursday, December 17th. Due to the pending merger proposal by TRATON SE, Navistar will not host a conference call. A copy of the slides containing financial and operating results are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein.

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

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit

No.

  

Description of Exhibit

99.1    Press release, dated December 17, 2020, “Navistar Reports Fourth Quarter and Full Year 2020 Results”
99.2    Slide Presentation for Fourth Quarter 2020 Financial Results
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and Navistar International Corporation assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate,


intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2020. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.


SIGNATURE

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

 

NAVISTAR INTERNATIONAL CORPORATION
(Registrant)
  By:  

/s/ Walter G. Borst

  Name:   Walter G. Borst
  Title:  

Executive Vice President and

Chief Financial Officer

Dated: December 17, 2020

Exhibit 99.1

 

LOGO

  

Navistar International Corporation

2701 Navistar Dr.

Lisle, IL 60532 USA

P: 331-332-5000

W: navistar.com

 

Media contact:    Darwin Minnis, Darwin.Minnis@Navistar.com, 331-332-5243
Investor contact:    Marty Ketelaar, Marty.Ketelaar@Navistar.com, 331-332-2706
Web site:    www.Navistar.com/newsroom

NAVISTAR REPORTS FOURTH QUARTER AND FULL-YEAR 2020 RESULTS

 

 

Reports fourth quarter net loss of $236 million, or $2.36 per diluted share, which reflects $297 million of tax-affected significant items; adjusted net income of $61 million on revenues of $2.1 billion

 

 

Reports a full-year net loss of $347 million, or $3.48 per diluted share, and adjusted net income of $10 million on revenues of $7.5 billion

 

 

Generates adjusted EBITDA of $169 million in the fourth quarter and $420 million in full-year 2020

 

 

Ends the fiscal year with $1.8 billion in consolidated cash and cash equivalents

 

 

Announced definitive merger agreement with TRATON SE

LISLE, Ill. — December 17, 2020 — Navistar International Corporation (NYSE: NAV) today announced a fourth quarter 2020 net loss of $236 million, or $2.36 per diluted share, compared to fourth quarter 2019 net income of $102 million, or $1.02 per diluted share. Navistar reported a net loss of $347 million, or $3.48 per diluted share for fiscal year 2020, versus net income of $221 million, or $2.22 per diluted share, for fiscal year 2019.

Revenues in the quarter were $2.1 billion versus $2.8 billion a year ago. Fourth quarter 2020 Core (Class 6-8 trucks and buses in the United States and Canada) charge outs were 13,200 versus 20,200 in fourth quarter 2019. Revenue for fiscal year 2020 was $7.5 billion versus $11.25 billion in 2019. Fiscal 2020 Core charge outs were 50,400 versus 87,200 in fiscal 2019. The decrease in revenue and charge outs was primarily driven by the impact of COVID-19 on the trucking industry.

Fourth quarter 2020 results were impacted by $297 million of tax-affected significant items. Included in this amount is a $289 million accrual related to a profit sharing dispute, a $58 million settlement with the Department of Justice related to Navistar Defense and a $14 million charge related to pre-existing warranties.

Adjusted net income for the fourth quarter was $61 million versus $114 million in the fourth quarter of last year. Adjusted net income for fiscal year 2020 was $10 million versus $423 million in 2019.

Fourth quarter 2020 adjusted EBITDA was $169 million versus $219 million one year ago. Fiscal year 2020 adjusted EBITDA was $420 million versus $882 million in 2019.

Navistar finished fourth quarter 2020 with $1.8 billion in consolidated cash and cash equivalents.

“While our results were affected by the pandemic and the impact of certain legal matters, we have experienced consistent sequential improvement in our business since April, which reflects broader improvement in the economy and trucking industry as well as our business performance from the implementation of our Navistar 4.0 strategy,” said Persio Lisboa, chief executive officer. “I believe that the actions and investments we have made in the business during 2020 position us to emerge from the pandemic a much stronger company.”

 

1


The company continued to make progress on Navistar 4.0, its multi-year strategic plan. Navistar 4.0 is focused on achieving sustained success through putting the customer at the core of the company’s decision-making process, while increasing the company’s EBITDA margins by four percentage points by 2025. The company launched a new version of its International HX Series severe service truck, the first new product developed under Project Compass. Navistar also continued to make progress on emerging technologies, announcing that it will deliver a full electrification solution, including charging, route planning and infrastructure, to a school bus customer in British Columbia. The company also conducted a successful West Coast tour of its electric school bus.

In connectivity, Navistar launched Intelligent Fleet Care, the industry’s most comprehensive standard suite of connected vehicle solutions, which is standard for Navistar’s new on-highway vehicles. In addition to its Gateway Integrations partnerships now in place with seven leading telematics providers that enable customers to avoid hardware installation costs by using Navistar’s own factory-installed device, Intelligent Fleet Care adds additional solutions driven by vehicle performance and telematics data.

Navistar continues to make progress on capital investments that will help transform the company’s manufacturing and supply footprint, including the Huntsville, Ala., plant, where the company will produce its next generation of big-bore powertrains, and its new manufacturing facility in San Antonio, Texas.

The most significant announcement during the fourth quarter was Navistar’s planned merger with TRATON SE. The merger will accelerate Navistar’s growth, providing it with access to new technologies, products and services while taking advantage of TRATON’s global scale.

“Despite the challenges of 2020, the company pressed ahead with new steps that position Navistar well for the future, including sustained investments in our business and products and important strategic partnerships in emerging technologies,” said Lisboa. “Looking forward, our exciting opportunity with TRATON will build further on this foundation, accelerating our progress and delivering long-term, sustainable benefits for our stakeholders.”

 

2


SEGMENT REVIEW

Summary of Financial Results:

 

     Quarters Ended
October 31,
     Years Ended
October 31,
 
(in millions, except per share data)    2020      2019      2020     2019  

Sales and revenues, net

   $ 2,065      $ 2,780      $ 7,503     $ 11,251  

Segment Results:

  

Truck

   $ (10    $ 86      $ (141   $ 269  

Parts

     129        161        448       598  

Global Operations

     12        (10      —         —    

Financial Services

     14        30        65       123  

Income (loss) from continuing operations, net of tax(A)

   $ (236    $ 102      $ (347   $ 221  

Net income (loss)(A)

     (236      102        (347     221  

Diluted earnings (loss) per share(A)

     (2.36      1.02        (3.48     2.22  

 

(A)

Amounts attributable to Navistar International Corporation.

Truck Segment – In fourth quarter 2020, the Truck segment net sales were $1.5 billion, a 30 percent decrease compared to fourth quarter last year. In fiscal year 2020, the Truck segment net sales decreased by $3.3 billion, or 38 percent, to $5.3 billion. The decrease was primarily due to lower volumes in Core markets due to the pandemic.

The Truck segment incurred a net loss of $10 million in fourth quarter 2020, compared to a profit of $86 million in fourth quarter 2019. For fiscal year 2020, the Truck segment incurred a net loss of $141 million, compared to profit of $269 million in full-year 2019. The decrease was a result of lower revenues and reflects the impact of legal settlements and the sale of Navistar Defense in 2019.

Parts Segment – For fourth quarter 2020, the Parts segment net sales were $496 million, a nine percent decrease from fourth quarter 2019. In fiscal year 2020, the Parts segment net sales decreased by $399 million, or 18 percent, to $1.85 billion. The decrease was primarily due to lower volumes in the U.S. and Canada due to the pandemic.

The Parts segments saw a fourth quarter profit of $129 million, compared to $161 million in fourth quarter 2019. In fiscal year 2020, the Parts segment profit decreased by $150 million, or 25 percent, to $448 million. The decrease was due to the impact of lower revenues.

Global Operations Segment – In fourth quarter 2020, the Global Operations segment net sales decreased six percent versus fourth quarter 2019 to $87 million. In fiscal year 2020, the Global Operations segment net sales decreased by $90 million, or 26 percent, to $253 million. The decrease was primarily driven by lower volumes in South American operations triggered by temporary production stoppages related to the pandemic as well as unfavorable foreign currency impact.

 

3


The Global Operation segment recorded a profit of $12 million in the fourth quarter of 2020 versus a loss of $10 million in fourth quarter 2019 that included a restructuring charge. In fiscal year 2020, the Global Operations segment recorded breakeven results comparable to 2019.

Financial Services Segment – In fourth quarter 2020, the Financial Services segment net revenues decreased to $47 million, a 34 percent decrease from fourth quarter 2019. In fiscal year 2020, Financial Services segment net revenues were $217 million, a 27 percent decrease versus 2019. Revenues were lower in 2020 due to lower average yields from lower interest rates and lower average finance receivables on lower volumes.

The Financial Services segment recorded a profit of $14 million in the quarter, compared to $30 million in fourth quarter 2019. The Financial Services segment recorded a profit of $65 million in fiscal year 2020, a 47 percent decrease from 2019. The decrease was due to lower revenues, partially offset by lower interest expense resulting from lower borrowing requirements and rates.

About Navistar

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

Forward-Looking Statement

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and Navistar International Corporation assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31,2020. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

 

4


Navistar International Corporation and Subsidiaries

Consolidated Statements of Operations

 

     Quarters Ended
October 31,
    Years Ended
October 31,
 
(in millions, except per share data)    2020     2019     2020     2019  

Sales and revenues

  

Sales of manufactured products, net

   $ 2,025     $ 2,731     $ 7,335     $ 11,061  

Finance revenues

     40       49       168       190  
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales and revenues, net

     2,065       2,780       7,503       11,251  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses

  

Costs of products sold

     1,680       2,272       6,221       9,245  

Restructuring charges

     (3     11       2       12  

Asset impairment charges

     3       1       28       7  

Selling, general and administrative expenses

     528       208       1,021       934  

Engineering and product development costs

     84       77       321       319  

Interest expense

     69       69       268       312  

Other expense, net

     5       24       32       164  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

     2,366       2,662       7,893       10,993  

Equity in income of non-consolidated affiliates

     2       —         2       4  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (299     118       (388     262  

Income tax expense

     69       (10     59       (19
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (230     108       (329     243  

Less: Net income attributable to non-controlling interests

     6       6       18       22  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Navistar International Corporation

   $ (236   $ 102     $ (347   $ 221  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share attributable to Navistar International Corporate

  

Basic:

   $ (2.36   $ 1.03     $ (3.48   $ 2.23  

Diluted:

     (2.36     1.02       (3.48     2.22  

Weighted average shares outstanding:

  

Basic

     99.8       99.4       99.7       99.3  

Diluted

     99.8       99.6       99.7       99.5  

 

5


Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets

 

     As of October 31,  
(in millions, except per share data)    2020     2019  

ASSETS

  

Current assets

  

Cash and cash equivalents

   $ 1,843     $ 1,370  

Restricted cash and cash equivalents

     64       133  

Trade and other receivables, net

     273       338  

Finance receivables, net

     1,371       1,923  

Inventories, net

     763       911  

Other current assets

     263       277  
  

 

 

   

 

 

 

Total current assets

     4,577       4,952  

Restricted cash

     66       54  

Trade and other receivables, net

     7       10  

Finance receivables, net

     251       274  

Investments in non-consolidated affiliates

     31       31  

Property and equipment, net

     1,298       1,309  

Operating lease right of use assets

     119       —    

Goodwill

     38       38  

Intangible assets, net

     18       25  

Deferred taxes, net

     117       117  

Other noncurrent assets

     115       107  
  

 

 

   

 

 

 

Total assets

   $ 6,637     $ 6,917  
  

 

 

   

 

 

 

LIABILITIES and STOCKHOLDERS’ DEFICIT

  

Liabilities

  

Current liabilities

  

Notes payable and current maturities of long-term debt

   $ 640     $ 871  

Accounts payable

     1,278       1,341  

Other current liabilities

     1,453       1,363  
  

 

 

   

 

 

 

Total current liabilities

     3,371       3,575  

Long-term debt

     4,690       4,317  

Postretirement benefits liabilities

     1,705       2,103  

Other noncurrent liabilities

     693       645  
  

 

 

   

 

 

 

Total liabilities

     10,459       10,640  

Stockholders’ deficit

  

Series D convertible junior preference stock

     2       2  

Common stock, $0.10 par value per share (103.1 shares issued and 220 shares authorized at both dates)

     10       10  

Additional paid-in capital

     2,726       2,730  

Accumulated deficit

     (4,566     (4,409

Accumulated other comprehensive loss

     (1,865     (1,912

Common stock held in treasury, at cost (3.5 and 3.9 shares, respectively)

     (133     (147
  

 

 

   

 

 

 

Total stockholders’ deficit attributable to Navistar International Corporation

     (3,826     (3,726

Stockholders’ equity attributable to non-controlling interests

     4       3  
  

 

 

   

 

 

 

Total stockholders’ deficit

     (3,822     (3,723
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 6,637     $ 6,917  
  

 

 

   

 

 

 

 

6


Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

     For the Years Ended October 31,  
(in millions)    2020     2019  

Cash flows from operating activities

  

Net income (loss)

   $ (329   $ 243  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

  

Depreciation and amortization

     136       132  

Depreciation of equipment leased to others

     63       61  

Deferred taxes, including change in valuation allowance

     (80     (31

Asset impairment charges

     28       7  

Gain on sales of investments and businesses, net

     —         (56

Amortization of debt issuance costs and discount

     14       19  

Stock-based compensation

     25       23  

Provision for doubtful accounts, net of recoveries

     16       4  

Equity in income of non-consolidated affiliates, net of dividends

     (2     (2

Write-off of debt issuance cost and discount

     5       6  

Other non-cash operating activities

     (5     (9

Changes in other assets and liabilities, exclusive of the effects of businesses disposed:

  

Trade and other receivables

     36       141  

Finance receivables

     490       (42

Inventories

     136       103  

Accounts payable

     (77     (250

Other assets and liabilities

     18       101  
  

 

 

   

 

 

 

Net cash provided by operating activities

     474       450  
  

 

 

   

 

 

 

Cash flows from investing activities

  

Purchases of marketable securities

     —         —    

Sales of marketable securities

     —         —    

Maturities of marketable securities

     —         102  

Capital expenditures

     (148     (134

Purchases of equipment leased to others

     (97     (152

Proceeds from sales of property and equipment

     13       14  

Investments in non-consolidated affiliates

     (5     —    

Proceeds from (payments for) sales of affiliates

     19       100  

Other investing activities

     1       2  
  

 

 

   

 

 

 

Net cash used in investing activities

     (217     (68
  

 

 

   

 

 

 

Cash flows from financing activities

  

Proceeds from issuance of securitized debt

     389       363  

Principal payments on securitized debt

     (352     (316

Net change in secured revolving credit facilities

     (255     12  

Proceeds from issuance of non-securitized debt

     847       209  

Principal payments on non-securitized debt

     (341     (1,044

Net change in notes and debt outstanding under revolving credit facilities

     (74     527  

Debt issuance costs

     (18     (9

Proceeds from financed lease obligations

     —         22  

Proceeds from exercise of stock options

     4       4  

Dividends paid by subsidiaries to non-controlling interest

     (17     (24

Other financing activities

     (2     (2
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     181       (258
  

 

 

   

 

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

     (22     (12
  

 

 

   

 

 

 

Increase in cash, cash equivalents and restricted cash

     416       112  

Cash, cash equivalents and restricted cash at beginning of the year

     1,557       1,445  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of the year

   $ 1,973     $ 1,557  
  

 

 

   

 

 

 

 

7


Navistar International Corporation and Subsidiaries

Segment Reporting

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

 

(in millions)    Truck     Parts      Global
Operations
    Financial
Services(A)
     Corporate
and
Eliminations
    Total  

Quarter Ended October 31, 2020

  

External sales and revenues, net

   $ 1,440     $ 495      $ 89     $ 42      $ (1   $ 2,065  

Intersegment sales and revenues

     38       1        (2     5        (42     —    
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total sales and revenues, net

   $ 1,478     $ 496      $ 87     $ 47      $ (43   $ 2,065  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss) attributable to NIC

   $ (10   $ 129      $ 12     $ 14      $ (381   $ (236

Income tax expense

     —         —          —         —          69       69  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (10   $ 129      $ 12     $ 14      $ (450   $ (305
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 31     $ —        $ 1     $ 17      $ 1     $ 50  

Interest expense

     —         —          —         14        55       69  

Equity in income of non-consolidated affiliates

     2       —          —         —          —         2  

Capital expenditures(B)

     31       2        —         —          —         33  

 

(in millions)    Truck     Parts      Global
Operations
    Financial
Services(A)
     Corporate
and
Eliminations
    Total  

Quarter Ended October 31, 2019

  

External sales and revenues, net

   $ 2,096     $ 546      $ 86     $ 52      $ —       $ 2,780  

Intersegment sales and revenues

     9       1        7       19        (36     —    
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total sales and revenues, net

   $ 2,105     $ 547      $ 93     $ 71      $ (36   $ 2,780  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss) attributable NIC

   $ 86     $ 161      $ (10   $ 30      $ (165   $ 102  

Income tax expense

     —         —          —         —          (10     (10
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ 86     $ 161      $ (10   $ 30      $ (155   $ 112  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 26     $ 1      $ 4     $ 16      $ 2     $ 49  

Interest expense

     —         —          —         22        47       69  

Equity in income of non-consolidated affiliates

     (1     1        —         —          —         —    

Capital expenditures(B)

     32       4        —         —          8       44  

 

8


(in millions)    Truck     Parts      Global
Operations
    Financial
Services(A)
     Corporate
and
Eliminations
    Total  

Year Ended October 31, 2020

              

External sales and revenues, net

   $ 5,240     $ 1,841      $ 242     $ 177      $ 3     $ 7,503  

Intersegment sales and revenues

     72       5        11       40        (128     —    
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total sales and revenues, net

   $ 5,312     $ 1,846      $ 253     $ 217      $ (125   $ 7,503  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

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

   $ (141   $ 448      $ —       $ 65      $ (719   $ (347

Income tax expense

     —         —          —         —          59       59  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (141   $ 448      $     $ 65      $ (778   $ (406
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 116     $ 6      $ 6     $ 65      $ 6     $ 199  

Interest expense

     —         —          —         69        199       268  

Equity in income (loss) of non-consolidated affiliates

     1       1        —         —          —         2  

Capital expenditures(B)

     124       8        3       —          13       148  
(in millions)    Truck     Parts      Global
Operations
    Financial
Services(A)
     Corporate
and
Eliminations
    Total  

Year Ended October 31, 2019

              

External sales and revenues, net

   $ 8,501     $ 2,239      $ 309     $ 193      $ 9     $ 11,251  

Intersegment sales and revenues

     84       6        34       104        (228     —    
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total sales and revenues, net

   $ 8,585     $ 2,245      $ 343     $ 297      $ (219   $ 11,251  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

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

   $ 269     $ 598      $ —       $ 123      $ (769   $ 221  

Income tax expense

     —         —          —         —          (19     (19
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ 269     $ 598      $     $ 123      $ (750   $ 240  
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Depreciation and amortization

   $ 104     $ 5      $ 11     $ 64      $ 9     $ 193  

Interest expense

     —         —          —         105        207       312  

Equity in income (loss) of non-consolidated affiliates

     2       3        (1     —          —         4  

Capital expenditures(B)

     101       7        2       2        22       134  

 

(A)

Total sales and revenues in the Financial Services segment include interest revenues of $130 million and $208 million for the years ended October 31, 2020, and 2019 respectively.

(B)

Exclusive of purchases of equipment leased to others and liabilities related to capital expenditures.

 

(in millions)    Truck      Parts      Global
Operations
     Financial
Services
     Corporate
and
Eliminations
     Total  

Segment assets, as of:

  

October 31, 2020

   $ 1,619      $ 663      $ 216      $ 2,191      $ 1,948      $ 6,637  

October 31, 2019

     1,705        688        296        2,774        1,454        6,917  

 

9


SEC Regulation G Non-GAAP Reconciliation

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

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

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

Adjusted EBITDA and Adjusted Net Income (loss):

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

Manufacturing Cash and Cash Equivalents:

Manufacturing cash and cash equivalents represent the Company’s consolidated cash and cash equivalents excluding cash and cash equivalents of our financial services operations. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations.

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

EBITDA reconciliation:

 

     Quarters Ended
October 31,
     Years Ended
October 31,
 
(in millions)    2020      2019      2020     2019  

Net loss attributable to NIC

   $ (236    $ 102      $ (347   $ 221  

Plus:

          

Depreciation and amortization expense

     53        49        199       193  

Manufacturing interest expense(A)

     55        47        199       207  

Less:

          

Income tax (expense) benefit

     69        (10      59       (19
  

 

 

    

 

 

    

 

 

   

 

 

 

EBITDA

   $ (197    $ 208      $ (8   $ 640  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(A)

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

 

     Quarters Ended
October 31,
     Years Ended
October 31,
 
(in millions)    2020      2019      2020      2019  

Interest expense

   $ 69      $ 69      $ 268      $ 312  

Less: Financial services interest expense

     14        22        69        105  
  

 

 

    

 

 

    

 

 

    

 

 

 

Manufacturing interest expense

   $ 55      $ 47      $ 199      $ 207  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10


Adjusted EBITDA Reconciliation:

 

     Quarters Ended
October 31,
     Years Ended
October 31,
 
(in millions)    2020      2019      2020     2019  

EBITDA (reconciled above)

   $ (197    $ 208      $ (8   $ 640  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted for significant items of:

          

Adjustments to pre-existing warranties(A)

     14        (4      40       3  

Asset impairment charges(B)

     3        1        28       7  

Restructuring of manufacturing operations(C)

     (3      13        2       14  

MaxxForce Advanced EGR engine lawsuits(D)

     —          1        —         129  

Legal settlement (E)

     58        —          58       —    

Shy profit-sharing accrual(F)

     289        —          289       —    

Gain (loss) on sales(G)

     —          —          —         (56

Debt refinancing charges(H)

     5        —          5       6  

Pension settlement(I)

     —          —          7       142  

Settlement gain(J)

     —          —          (1     (3
  

 

 

    

 

 

    

 

 

   

 

 

 

Total adjustments

     366        11        428       242  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 169      $ 219      $ 420     $ 882  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted Net Income (Loss) attributable to NIC:

 

     Quarters Ended
October 31,
     Years Ended
October 31,
 
(in millions)    2020      2019      2020     2019  

Net loss attributable to NIC

   $ (236    $ 102      $ (347   $ 221  
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted for significant items of:

          

Adjustments to pre-existing warranties(A)

     14        (4      40       3  

Asset impairment charges(B)

     3        1        28       7  

Restructuring of manufacturing operations(C)

     (3      13        2       14  

MaxxForce Advanced EGR engine lawsuits(D)

     —          1        —         129  

Legal settlement(E)

     58        —          58       —    

Shy profit-sharing accrual(F)

     289        —          289       —    

Gain on sales(G)

            —          —         (56

Debt refinancing charges(H)

     5        —          5       6  

Pension settlement(I)

     —          —          7       142  

Settlement gain(J)

     —          —          (1     (3
  

 

 

    

 

 

    

 

 

   

 

 

 

Total adjustments

     366        11        428       242  

Tax effect (K)

     (69      1        (71     (40
  

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted net income (loss) attributable to NIC

   $ 61      $ 114      $ 10     $ 423  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(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 historical 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)

During 2020, we recorded $28 million of asset impairment charges, comprised of $16 million of asset impairment charges related to certain assets under operating leases and certain other long-lived assets in our Truck segment and $12 million of asset impairment charges related to long-lived assets in our Brazil asset group in our Global Operations segment. During 2019, we recorded $7 million of asset impairment charges relating to certain assets under operating leases in our Truck segment.

 

11


(C)

During 2020, we recorded net restructuring charges of $2 million due to restructuring activity throughout the organization. During 2019, we recorded charges of $14 million primarily related to cost reduction actions recorded in Costs of product sold and Restructuring charges in our Global Operations segment.

(D)

During 2019, we recognized a net charge of $129 million related to the MaxxForce Advanced EGR engine class action settlement and related litigation in our Truck segment.

(E)

During 2020, we recorded a charge of $58 million, including $8 million of legal and other fees, related to a proposed legal settlement with the Department of Justice, related to Navistar Defense.

(F)

During 2020, we recorded a charge of $289 million related to the Shy profit-sharing accrual.

(G)

During 2019, we recognized a gain of $51 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment, and a gain of $5 million related to the sale of our joint venture in China with JAC in our Global Operations segment.

(H)

During 2020 we recorded a charge of $5 million for the write-off of debt issuance costs and discounts associated with the 6.75% Tax Exempt Bonds. During 2019, we recorded a charge of $6 million for the write-off of debt issuance costs and discounts associated with the NFC Term Loan.

(I)

During 2020 and 2019, we purchased group annuity contracts for certain retired pension plan participants resulting in plan remeasurements. As a result, we recorded pension settlement charges of $7 million and $142 million, respectively, in Other expense, net in Corporate.

(J)

During 2020 and 2019, we recorded interest income of $1 million and $3 million, respectively, in Other expense, net derived from the prior year settlement of a business economic loss claim.

(K)

Tax effect is calculated by excluding the tax impact of the non-GAAP adjustments from the tax provision calculations.

 

12


Manufacturing segment cash and cash equivalents reconciliation:

 

     As of October 31, 2020  
(in millions)    Manufacturing
Operations
     Financial
Services
Operations
     Consolidated
Balance Sheet
 

Total cash and cash equivalents

   $ 1,749      $ 94      $ 1,843  
  

 

 

    

 

 

    

 

 

 

 

13

SLIDE 1

Q4 2020 EARNINGS PRESENTATION December 17, 2020 Exhibit 99.2


SLIDE 2

Safe Harbor Statement and Other Cautionary Notes Information provided and statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this presentation and the company assumes no obligation to update the information included in this presentation. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2020. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. The financial information herein contains audited and unaudited information and has been prepared by management in good faith and based on data currently available to the company. Certain non-GAAP measures are used in this presentation to assist the reader in understanding our core manufacturing business. We believe this information is useful and relevant to assess and measure the performance of our core manufacturing business as it illustrates manufacturing performance. It also excludes financial services and other items that may not be related to the core manufacturing business or underlying results. Management often uses this information to assess and measure the underlying performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of operating results. The non-GAAP numbers are reconciled to the most appropriate GAAP number in the appendix of this presentation.


SLIDE 3

Fourth Quarter 2020 Summary Note:This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Operating results improved sequentially, reflecting stronger economic and truck industry conditions Q4 net loss of $236 million includes $297 million of tax-effected significant items, resulting in adjusted net income of $61 million Generated Q4 adjusted EBITDA of $169 million and manufacturing free cash flow of $229 million Ended the year with manufacturing cash of $1.75 billion Launched new International HX severe service truck series in November Announced hydrogen fuel cell development project with Cummins Signed definitive merger agreement with TRATON


SLIDE 4

Tremendous business accomplishments despite COVID-19 pandemic Effectively maintained employee health and safety through enhanced protocols Broke ground on capital investments in San Antonio and Huntsville Formed new partnerships to provide customer solutions for emerging technologies Plans to announce a new product every six months for the next three years Financial results improved in second half of 2020 Improved adjusted EBITDA each quarter of the year Achieved adjusted EBITDA margin of 8.2% in fourth quarter Generated $383 million of manufacturing free cash flow in the second half of 2020 Market share built momentum and improved sequentially during 2020 Bus share up 2 points to 37.8%, second consecutive year as market leader Severe Service share rose 1 point to 15.8% 2020 Accomplishments Note:This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation.


SLIDE 5

Fourth Quarter and Annual 2020 Consolidated Results ($ in millions, except per share and units) Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Includes U.S. and Canada School buses and Class 6-8 trucks. Amounts attributable to Navistar International Corporation. Q4 2020 results include $297 million of tax-affected significant items. See REG G for more details.


SLIDE 6

Fourth Quarter 2020 Segment Results ($ in millions) During Q4 2020, the Truck segment recorded a charge of $58 million, including $8 million of legal and other fees, related to the Department of Justice litigation settlement. (A) Sales and Revenues Segment Profit (Loss) Quarters Ended October 31 Quarters Ended October 31 2020 2019 2020 2019 Truck $1,478 $2,105 $-10 $86 Parts 496 547 129 161 Global Operations 87 93 12 -10 Financial Services 47 71 14 30


SLIDE 7

Annual 2020 Segment Results ($ in millions) (A) (B) During 2020, the Truck segment recorded a charge of $58 million, including $8 million of legal and other fees, related to the Department of Justice litigation settlement. During 2019, the Truck segment recognized a net charge of $129 million related to the MaxxForce Advanced EGR engine class action settlement and related litigation, and a gain of $51 million related to the sale of a majority interest in the Navistar Defense business. Sales and Revenues Segment Profit (Loss) Years Ended October 31 Years Ended October 31 2020 2019 2020 2019 Truck $5,312 $8,585 $-,141 $269 Parts 1,846 2,245 448 598 Global Operations 253 343 0 0 Financial Services 217 297 65 123


SLIDE 8

Strong Cash Balance, No Near-Term Manufacturing Debt Maturities ($ in millions) Manufacturing Cash Balance(A) Manufacturing Debt Maturities(B) Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. Amounts include manufacturing cash and cash equivalents. Q4 2020 ending consolidated equivalent cash balance was $1.8 billion. Amounts exclude restricted cash.  Total manufacturing debt of $3.5 billion as of October 31, 2020. Graph does not include financed lease obligations and other, totaling $54 million.  9.5% Senior Secured Notes Senior Secured Term Loan $2,150


SLIDE 9

Appendix


SLIDE 10

Days Sales Inventory On-Hand Normal range is 80-120 days inventory on hand Includes US and Canada Class 6-8 company and dealer truck inventory, but does not include IC Bus *Calculation is based on the 3-month rolling average of inventory-to-retail sales ratio 100 Days


SLIDE 11

Retail Market Share in Commercial Vehicle Segments Class 6/7 Medium-Duty Class 8 Severe Service Class 8 Heavy Years Ended October 31, 2020 2019 2018 Core Markets (U.S. and Canada) School buses…........................…............ 0.378 0.35799999999999998 0.33200000000000002 Class 6 and 7 medium trucks…............ 0.21 0.27 0.23300000000000001 Class 8 heavy trucks…............................ 9.5% 0.13800000000000001 0.13700000000000001 Class 8 severe service trucks.…........... 0.158 0.14799999999999999 0.129 Combined class 8 trucks….................... 0.114 0.14099999999999999 0.13500000000000001


SLIDE 12

Worldwide 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 above table summarizes our approximate worldwide chargeouts. We define our Core markets to include U.S. and Canada School bus and Class 6 through 8 trucks. Other markets primarily consist of Class 4/5 vehicles, Export Truck, Mexico, and post-sale Navistar Defense. Other markets include certain Class 4/5 vehicle chargeouts of 2,600 and 3,000 General Motors ("GM")-branded units sold to GM for the quarters ended October 31, 2020 and 2019, respectively, and 7,300 and 9,000 for the years ended October 31, 2020 and 2019, respectively. Three Months Ended October 31, % Years Ended October 31, % 2020 2019 Change Change 2020 2019 Change Change Core Markets (U.S. and Canada) School buses 3,000 3,300 -,300 -9.0909090909090912E-2 11,100 13,000 -1,900 -0.14615384615384616 Class 6 and 7 medium trucks 3,100 5,800 -2,700 -0.46551724137931033 15,400 29,200 ,-13,800 -0.4726027397260274 Class 8 heavy trucks 4,600 7,300 -2,700 -0.36986301369863012 13,700 33,100 ,-19,400 -0.58610271903323263 Class 8 severe service trucks 2,500 3,800 -1,300 -0.34210526315789475 10,200 11,900 -1,700 -0.14285714285714285 Total Core markets 13,200 20,200 -7,000 -0.34653465346534651 50,400 87,200 ,-36,800 -0.42201834862385323 Non "Core" defense - 0 - N/A 0 100 -,100 -1 Other markets(A) 4,500 5,000 -,500 -0.1 15,600 19,200 -3,600 -0.1875 Total worldwide units 17,700 25,200 -7,500 -0.29761904761904762 66,000 ,106,500 ,-40,500 -0.38028169014084506 Combined class 8 trucks 7,100 11,100 -4,000 -0.36036036036036034 23,900 45,000 ,-21,100 -0.46888888888888891


SLIDE 13

Financial Services Segment Highlights Financial Services segment profit of $14M for Q4 2020 and $65M 2020 Segment financing availability of $814M as of October 31, 2020 Financial Services debt/equity leverage of 2.8:1 as of October 31, 2020 Repaid $300M two-year dealer funding notes that matured in September 2020 Retail Notes Bank Facilities Dealer Floor Plan Bank revolver capacity of $748M matures May 2024 Funding for retail notes, wholesale notes, retail accounts, and dealer open accounts $200M TRAC Facility extended to June 2021 On balance sheet NFSC wholesale trust as of October 31, 2020 $950M funding facility Variable portion matures May 2021 Term portions mature May 2021 and July 2022 On balance sheet Program management continuity Broad product offering Ability to support large fleets Access to less expensive capital C A P I T A L Funded by BMO Financial Group NFC(1) Facilities 1 Navistar Financial Corporation (NFC) is the U.S. financial entity of Navistar’s Financial Services segment.


SLIDE 14

Frequently Asked Questions Q1: What is included in Corporate and Eliminations? A:The primary drivers of Corporate and Eliminations are Corporate SG&A, pension and OPEB expense (excluding amounts allocated to the segments), annual incentive and profit sharing, manufacturing interest expense, and the elimination of intercompany sales and profit between segments. Q2: What is included in your equity in income of non-consolidated affiliates? A:Equity in income of non-consolidated affiliates is derived from the ownership interests in partially-owned affiliates that are not consolidated. Q3: What is your net income attributable to non-controlling interests? A:Net income attributable to non-controlling interests is the result of the consolidation of subsidiaries in which the company does not own 100% and is primarily comprised of Ford's non-controlling interest in our Blue Diamond Parts joint venture. Q4:What are your expected 2021 and beyond pension funding requirements? A: In 2020 and 2019, we contributed $35 million and $140 million, respectively, to our U.S. and Canadian pension plans (the "Plans") to meet regulatory minimum funding requirements. In 2020, we deferred $157 million of previously expected contributions until the first quarter of 2021 under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). In 2021 we expect to contribute approximately $320 million to meet the minimum required contributions for all plans. Future contributions are dependent upon a number of factors, principally the changes in values of plan assets, changes in interest rates, and the impact of any future funding relief. We currently expect that in 2022 and 2023, we will be required to contribute approximately $170 million and $160 million per year, respectively, depending on asset performance and discount rates. Q5:What is your expectation for future cash tax payments? A:Cash tax payments are expected to remain low in 2021 and could gradually increase as the company utilizes available net operating losses (NOLs) and tax credits in future years.


SLIDE 15

Frequently Asked Questions Q6:What is the current balance of net operating losses as compared to other deferred tax assets? A:  As of October 31, 2020, the Company had deferred tax assets for U.S. federal NOLs valued at $495 million, state NOLs valued at $165 million, and foreign NOLs valued at $141 million, for a total undiscounted cash value of $801 million. In addition to NOLs, the Company had deferred tax assets for accumulated tax credits of $183 million and other deferred tax assets of $1.2 billion resulting in net deferred tax assets before valuation allowances of approximately $2.2 billion. Of this amount, $2.0 billion was subject to a valuation allowance at the end of FY2020. Q7:What adjustments do you make to the ACT forecast to align with company’s presentation? A: Q8:Please discuss the process from an order to a retail delivery? A:  Orders* are customers’ written commitments to purchase vehicles. Order backlogs* are orders yet to be built as of the end of a period. Chargeouts are vehicles that have been invoiced to customers. Retail deliveries occur when customers take possession and register the vehicle. Units held in dealer inventory represent the principal difference between retail deliveries and chargeouts. * Orders and units in backlog do not represent guarantees of purchases and are subject to cancellation. Reconciliation to ACT – Retail Sales 2021 ACT* 271,400 CY to FY adjustment (6,400) “Other Specialty OEMs” included in ACT’s forecast; we do not include these specialty OEMs in our forecast or in our internal/external reports (4,500) Total (ACT comparable Class 8 Navistar) 260,500 *Source: ACT N.A. Commercial Vehicle Outlook – December 2020


SLIDE 16

Q10: What is your revenue by product type(A)? A:    ___________________________ Includes other markets primarily consisting of Bus, Export Truck and Mexico. Retail financing and Wholesale financing revenues in the Financial Services segment include interest revenue of $58 million and $31 million, respectively, for the year ended October 31, 2020. Frequently Asked Questions Q9: How do you define manufacturing free cash flow? A: ___________________________ Net of adjustments required to eliminate certain intercompany transactions between Manufacturing operations and Financial Services operations. Year Ended Quarters Ended Qtr Ended Qtr Ended ($ in millions) Oct. 31 2020 Oct. 31, 2020 Jul. 31, 2020 Apr 30, 2020 Jan. 31, 2020 Oct. 31, 2016 Jul. 31, 2016 Consolidated Net Cash from Operating Activities $474 $342 $250 $-,217 $99 $346 $281 $90 Less: Net Cash from Financial Services Operations 544 80 71 -17 410 142 -3 95 Net Cash from Manufacturing Operations(A) ....................... -70 262 179 -,200 -,311 204 284 -5 Less: Capital Expenditures 148 33 25 31 59 44 -32 -29 Manufacturing Free Cash Flow $-,218 $229 $154 $-,231 $-,370 $160 $252 $-34 ($ in millions) Truck Parts Global Operations Financial Services Corporate and Eliminations Total Three Months Ended October 31, 2020 Truck products and services(A) $ 1218 $ — $ — $ — $ 3 $ 1221 Truck contract manufacturing 129 — — — — 129 Used trucks 64 — — — — 64 Engines — 51 72 — — 123 Parts 1 443 16 — — 460 Extended warranty contracts 28 — — — — 28 Sales of manufactured products, net 1440 494 88 — 3 2025 Retail financing(B) — — — 35 -2 33 Wholesale financing(B) — — — 7 — 7 Financial revenues — — — 42 -2 40 Sales and revenues, net $ 1440 $ 494 $ 88 $ 42 $ 1 $ 2065


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Outstanding Debt Balances($ in millions)October 31, 2020October 31, 2019Financial Services operationsAsset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through 2022, net of unamortized debt issuance costs of $3 and $4, respectively$ 724$991Bank credit facilities, at fixed and variable rates, due dates from 2020 through 2025, net of unamortized debt issuance costs of less than $1 at both dates9401,059Commercial paper, at variable rates, program matures in 2022-84Borrowings secured by operating and finance leases, at various rates, due serially through 2024170122Total Financial Services operations debt……………………………………………………………………………….….1,8342,256Less: Current portion595839Net long-term Financial Services operations debt……………………………………………………………….…..$1,239$1,417


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


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SEC Regulation G Non-GAAP Reconciliation Manufacturing Operations Cash and Cash Equivalents Reconciliation:


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SEC Regulation G Non-GAAP Reconciliations Earnings (Loss) Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) Reconciliation ______________________ (A) Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the Manufacturing and Corporate operations, adjusted to eliminate interest expense of our Financial Services segment. The following table reconciles Manufacturing interest expense to the consolidated interest expense: For more detail on the items noted, please see the footnotes on slide 22. Quarters Ended October 31, Years Ended October 31, (in millions) 2020 2019 2020 2019 EBITDA (reconciled above) $ -,197 $ 208 $ -8 $ 640 Adjusted for significant items of: Adjustments to pre-existing warranties (A) 14 -4 40 3 Asset impairment charges (B) 3 1 28 7 Restructuring of manufacturing operations (C) -3 13 2 14 MaxxForce Advanced EGR engine lawsuits (D) — 1 — 129 Legal settlements (E) 58 — 58 — Shy profit-sharing accrual (F) 289 — 289 — Gain on sale (G) — — — -56 Debt refinancing charges (H) 5 — 5 6 Pension settlement (I) — — 7 142 Settlement gain (J) — — -1 -3 Total adjustments 366 11 428 242 Adjusted EBITDA $ 169 $ 219 $ 420 $ 882 Adjusted EBITDA Margin 8.2% 7.9% 5.6% 7.8% Quarters Ended October 31, Years Ended October 31, (in millions) 2020 2019 2013 2020 2019 Income attributable to NIC, net of tax $ -236 $ 102 $ $ -347 $ 221 Plus: Depreciation and amortization expense 53 49 199 193 Manufacturing interest expense (A) 55 47 199 207 Adjusted for: Income tax expense 69 -10 59 -19 EBITDA $ -197 $ 208 $ $ -8 $ 640 Quarters Ended April 30, (in millions) 2015 2015 Interest expense ……………………………………………………………….. 75 75 Less: Financial services interest expense ………………………………….. 18 18 Manufacturing interest expense ……………………..……………………… 57 57 Quarters Ended April 30, (in millions) 2015 2015 EBITDA (reconciled above) …......…………………………………… $85 $85 Less significant items of: Adjustments to pre-existing warranties(A) ………………………...... 18 18 Restructuring charges(D) ………………………………...….………… 2 2 Asset impairment charges(C) ………...……………………………….. 1 1 Gain on settlement(E) ………………………………………………….. -10 -10 Brazil truck business actions(F) …….....……………………………… 6 match below 6 Total adjustments 17 17 Adjusted EBITDA …......………………………………………….....…… $102 $102 Quarters Ended April 30, (in millions) 2015 2015 Expense (income): Adjustments to pre-existing warranties(A) $18 $18 Accelerated depreciation(B) 12 12 Asset impairment charges(C) 1 1 Other restructuring charges and strategic initiatives(D) 2 2 Gain on settlement(E) -10 -10 Brazil truck business actions(F) 6 6 Brazilian tax adjustments(G) — — (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. Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. (B) In the first and second quarter of 2015, the Truck segment recognized charges of $13 million and $12 million, respectively, for the acceleration of depreciation of certain assets related to the foundry facilities. In the first and second quarter of 2015, the Truck segment recognized charges of $13 million and $12 million, respectively, for the acceleration of depreciation of certain assets related to the foundry facilities. (C) In the second quarter and first half of 2015, the Company concluded it had a triggering event related to certain operating leases, as a result, the Truck segment recorded $1 million and $7 million, respectively, of asset impairment charges. In the second quarter of 2014, we recognized a non-cash charge of $149 million for the impairment of certain intangible assets of our Brazilian engine reporting unit. Due to slower than expected growth in the Brazilian economy causing declines in actual and forecasted results, we tested the goodwill of our Brazilian engine reporting unit and trademark for potential impairment. As a result, we determined that the entire $142 million balance of goodwill and $7 million of trademark were impaired. Additionally, in the first quarter of 2014, the Company concluded it had a triggering event related to potential sales of assets requiring assessment of impairment for certain intangible and long-lived assets in the Truck segment. As a result, the Truck segment recognized asset impairment charges of $18 million. In the second quarter and first half of 2015, the Company concluded it had a triggering event related to certain operating leases, as a result, the Truck segment recorded $1 million and $7 million, respectively, of asset impairment charges. In the second quarter of 2014, we recognized a non-cash charge of $149 million for the impairment of certain intangible assets of our Brazilian engine reporting unit. Due to slower than expected growth in the Brazilian economy causing declines in actual and forecasted results, we tested the goodwill of our Brazilian engine reporting unit and trademark for potential impairment. As a result, we determined that the entire $142 million balance of goodwill and $7 million of trademark were impaired. Additionally, in the first quarter of 2014, the Company concluded it had a triggering event related to potential sales of assets requiring assessment of impairment for certain intangible and long-lived assets in the Truck segment. As a result, the Truck segment recognized asset impairment charges of $18 million. (D) In the second quarter of 2014, we incurred restructuring charges of $8 million related to cost reduction actions that included a reduction-in-force in the U.S. In the second quarter of 2014, we incurred restructuring charges of $8 million related to cost reduction actions that included a reduction-in-force in the U.S. (E) In the second quarter of 2015, the Global Operations segment recognized a $10 million gain resulting from a customer settlement, which includes an offsetting restructuring charge of $4 million. In the second quarter of 2015, the Global Operations segment recognized a $10 million gain resulting from a customer settlement, which includes an offsetting restructuring charge of $4 million. (F) In the second quarter and first half of 2015 our Global Operations segment recorded $6 million in inventory charges to right size the Brazil Truck business. In the second quarter and first half of 2015 our Global Operations segment recorded $6 million in inventory charges to right size the Brazil Truck business. (G) During the second quarter of 2014, our evaluation of the realizability of our Brazilian deferred tax assets resulted in a determination that a valuation allowance was required, due to a deterioration of operating performance in Brazil, an increase in net operating loss carryforwards, and the impairment of certain Brazilian intangible assets. As a result, we recorded a net expense of $29 million related to establishment of the valuation allowance and tax impact from the impairment of certain intangible assets. During the second quarter of 2014, our evaluation of the realizability of our Brazilian deferred tax assets resulted in a determination that a valuation allowance was required, due to a deterioration of operating performance in Brazil, an increase in net operating loss carryforwards, and the impairment of certain Brazilian intangible assets. As a result, we recorded a net expense of $29 million related to establishment of the valuation allowance and tax impact from the impairment of certain intangible assets. The above items, except for the Brazilian tax adjustments, did not have a material impact on taxes due to the valuation allowances on our U.S. deferred tax assets, which was established in the fourth quarter of 2012. Quarters Ended April 30, (in millions) 2015 2015 Loss from continuing operations attributable to NIC, net of tax ………… $ -64 $ -64 Plus: Depreciation and amortization expense ……………………………….. 74 74 Manufacturing interest expense(A) ………………………………….…. 57 57 Less: Income tax benefit (expense) …………………………………………… -18 -18 EBITDA ………………………………………………………………………… $ 85 $ 85 Quarters Ended October 31, Years Ended October 31, (in millions) 2020 2019 2020 2019 Interest expense $ 69 $ 69 $ 268 $ 312 Less: Financial services interest expense 14 22 69 105 Manufacturing interest expense $ 55 $ 47 $ 199 $ 207 Quarters Ended April 30, (in millions) 2015 2015 EBITDA (reconciled above) …......…………………………………… $85 $85 Less significant items of: Adjustments to pre-existing warranties(A) ………………………...... 18 18 Restructuring charges(D) ………………………………...….………… 2 2 Asset impairment charges(C) ………...……………………………….. 1 1 Gain on settlement(E) ………………………………………………….. -10 -10 Brazil truck business actions(F) …….....……………………………… 6 6 Total adjustments 17 17 Adjusted EBITDA …......………………………………………….....…… $102 $102 Quarters Ended April 30, (in millions) 2015 2015 Expense (income): Adjustments to pre-existing warranties(A) $18 $18 Accelerated depreciation(B) 12 12 Asset impairment charges(C) 1 1 Other restructuring charges and strategic initiatives(D) 2 2 Gain on settlement(E) -10 -10 Brazil truck business actions(F) 6 6 Brazilian tax adjustments(G) — — (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. Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. (B) In the first and second quarter of 2015, the Truck segment recognized charges of $13 million and $12 million, respectively, for the acceleration of depreciation of certain assets related to the foundry facilities. In the first and second quarter of 2015, the Truck segment recognized charges of $13 million and $12 million, respectively, for the acceleration of depreciation of certain assets related to the foundry facilities. (C) In the second quarter and first half of 2015, the Company concluded it had a triggering event related to certain operating leases, as a result, the Truck segment recorded $1 million and $7 million, respectively, of asset impairment charges. In the second quarter of 2014, we recognized a non-cash charge of $149 million for the impairment of certain intangible assets of our Brazilian engine reporting unit. Due to slower than expected growth in the Brazilian economy causing declines in actual and forecasted results, we tested the goodwill of our Brazilian engine reporting unit and trademark for potential impairment. As a result, we determined that the entire $142 million balance of goodwill and $7 million of trademark were impaired. Additionally, in the first quarter of 2014, the Company concluded it had a triggering event related to potential sales of assets requiring assessment of impairment for certain intangible and long-lived assets in the Truck segment. As a result, the Truck segment recognized asset impairment charges of $18 million. In the second quarter and first half of 2015, the Company concluded it had a triggering event related to certain operating leases, as a result, the Truck segment recorded $1 million and $7 million, respectively, of asset impairment charges. In the second quarter of 2014, we recognized a non-cash charge of $149 million for the impairment of certain intangible assets of our Brazilian engine reporting unit. Due to slower than expected growth in the Brazilian economy causing declines in actual and forecasted results, we tested the goodwill of our Brazilian engine reporting unit and trademark for potential impairment. As a result, we determined that the entire $142 million balance of goodwill and $7 million of trademark were impaired. Additionally, in the first quarter of 2014, the Company concluded it had a triggering event related to potential sales of assets requiring assessment of impairment for certain intangible and long-lived assets in the Truck segment. As a result, the Truck segment recognized asset impairment charges of $18 million. (D) In the second quarter of 2014, we incurred restructuring charges of $8 million related to cost reduction actions that included a reduction-in-force in the U.S. In the second quarter of 2014, we incurred restructuring charges of $8 million related to cost reduction actions that included a reduction-in-force in the U.S. (E) In the second quarter of 2015, the Global Operations segment recognized a $10 million gain resulting from a customer settlement, which includes an offsetting restructuring charge of $4 million. In the second quarter of 2015, the Global Operations segment recognized a $10 million gain resulting from a customer settlement, which includes an offsetting restructuring charge of $4 million. (F) In the second quarter and first half of 2015 our Global Operations segment recorded $6 million in inventory charges to right size the Brazil Truck business. In the second quarter and first half of 2015 our Global Operations segment recorded $6 million in inventory charges to right size the Brazil Truck business. (G) During the second quarter of 2014, our evaluation of the realizability of our Brazilian deferred tax assets resulted in a determination that a valuation allowance was required, due to a deterioration of operating performance in Brazil, an increase in net operating loss carryforwards, and the impairment of certain Brazilian intangible assets. As a result, we recorded a net expense of $29 million related to establishment of the valuation allowance and tax impact from the impairment of certain intangible assets. During the second quarter of 2014, our evaluation of the realizability of our Brazilian deferred tax assets resulted in a determination that a valuation allowance was required, due to a deterioration of operating performance in Brazil, an increase in net operating loss carryforwards, and the impairment of certain Brazilian intangible assets. As a result, we recorded a net expense of $29 million related to establishment of the valuation allowance and tax impact from the impairment of certain intangible assets. The above items, except for the Brazilian tax adjustments, did not have a material impact on taxes due to the valuation allowances on our U.S. deferred tax assets, which was established in the fourth quarter of 2012.


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SEC Regulation G Non-GAAP Reconciliation Adjusted Net Income Reconciliation: ____________________ For more detail on the items noted, please see the footnotes on slide 22. Quarter Ended, Oct 31 Year Ended, Oct 31 ($ in millions) 2020 2019 2020 2019 2018 Net income from continuing operations attributable to NIC… $ -,236 $ 102 $ -,347 $ 221 Adjusted for significant items of: $ 989 583 Adjustments to pre-existing warranties (A) 14 -4 40 3 95 Asset impairment charges (B) 3 1 28 7 95 Restructuring of manufacturing operations (C) -3 13 2 14 95 MaxxForce Advanced EGR Engine lawsuits (D) — 1 — 129 95 Legal Settlements (E) 58 — 58 — Shy profit-sharing accrual (F) 289 — 289 — Gain on sale (G) — — — -56 95 Debt refinancing charges (H) 5 — 5 6 95 Pension settlement (I) ................................ — — 7 142 95 Settlement gain (J) — — -1 -3 95 Total adjustments 366 11 428 242 95 Tax effect (K) -69 1 -71 -40 95 Adjusted net income attributable to NIC $ 61 $ 114 $ 10 $ 423 $ 1,084 733


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(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 historical 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) During 2020, we recorded $28 million of asset impairment charges, comprised of $16 million of asset impairment charges related to certain assets under operating leases and certain other long-lived assets in our Truck segment and $12 million of asset impairment charges related to long-lived assets in our Brazil asset group in our Global Operations segment. During 2019, we recorded $7 million of asset impairment charges relating to certain assets under operating leases in our Truck segment. (C) During 2020, we recorded net restructuring charges of $2 million due to restructuring activity throughout the organization. During 2019, we recorded charges of $14 million primarily related to cost reduction actions recorded in Costs of product sold and Restructuring charges in our Global Operations segment. (D) During 2019, we recognized a net charge of $129 million related to the MaxxForce Advanced EGR engine class action settlement and related litigation in our Truck segment. (E) During 2020, we recorded a charge of $58 million, including $8 million of legal and other fees, related to a proposed legal settlement with the Department of Justice, related to Navistar Defense. (F) During 2020, we recorded a charge of $289 million related to the Shy profit-sharing accrual. (G) During 2019, we recognized a gain of $51 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment, and a gain of $5 million related to the sale of our joint venture in China with JAC in our Global Operations segment. (H) During 2020 we recorded a charge of $5 million for the write-off of debt issuance costs and discounts associated with the 6.75% Tax Exempt Bonds. During 2019, we recorded a charge of $6 million for the write-off of debt issuance costs and discounts associated with the NFC Term Loan. (I) During 2020 and 2019, we purchased group annuity contracts for certain retired pension plan participants resulting in plan remeasurements. As a result, we recorded pension settlement charges of $7 million and $142 million, respectively, in Other expense, net in Corporate. (J) During 2020 and 2019, we recorded interest income of $1 million and $3 million, respectively, in Other expense, net derived from the prior year settlement of a business economic loss claim. (K) Tax effect is calculated by excluding the tax impact of the non-GAAP adjustments from the tax provision calculations. SEC Regulation G Non-GAAP Reconciliation