Form 8-K NAVISTAR INTERNATIONAL For: Jun 07
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2017
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)) |
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 June 7, 2017, Navistar International Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the period ended April 30, 2017 with the Securities and Exchange Commission. The Company’s press release announcing the filing is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The Company will present via live web cast its fiscal 2017 second quarter financial results on Wednesday, June 7th. A live web cast is scheduled at approximately 9:00 a.m. Eastern (8:00 a.m. Central). Speakers on the web cast will include Troy Clarke, Chairman, President and Chief Executive Officer, Walter Borst, Executive Vice President and Chief Financial Officer, among other company leaders. A copy of the slides containing financial and operating information to be used as part of the web cast are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein.
The web cast can be accessed through a link on the investor relations page of Company’s web site at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a limited time.
Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, proprietary diesel engines, and IC Bus™ brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release, dated June 7, 2017, “Navistar Reports Second Quarter 2017 Results” | |
| 99.2 | Slide Presentation for Second Quarter 2017 Financial Results Web Cast to be held on June 7, 2017 | |
Forward-Looking Statements
Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees
of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2016. 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: June 7, 2017
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release, dated June 7, 2017, “Navistar Reports Second Quarter 2017 Results” | |
| 99.2 | Slide Presentation for Second Quarter 2017 Financial Results Web Cast to be held on June 7, 2017 | |
Exhibit 99.1
|
Navistar International Corporation 2701 Navistar Dr. Lisle, IL 60532 USA P: 331-332-5000 W: navistar.com |
| Media contact: | Jim Spangler, [email protected], 331-332-5833 | |
| Investor contact: | Marty Ketelaar, [email protected], 331-332-2706 | |
| Web site: | www.Navistar.com/newsroom |
NAVISTAR REPORTS SECOND QUARTER 2017 RESULTS
| • | Reports net loss of $80 million, or $0.86 per diluted share, on revenues of $2.1 billion |
| • | Generates $65 million of adjusted EBITDA in the quarter |
| • | Changes sales strategy for used truck vehicles; takes $60 million charge for used truck inventories; reduces used truck inventories for the fourth consecutive quarter |
| • | Expects stronger second half, driven by backlog and improving industry conditions |
| • | Maintains 2017 full-year guidance |
LISLE, Ill. — June 7, 2017 — Navistar International Corporation (NYSE: NAV) today announced a second quarter 2017 net loss of $80 million, or $0.86 per diluted share, compared to a second quarter 2016 net income of $4 million, or $0.05 per diluted share.
Revenues in the quarter were $2.1 billion, down five percent compared to $2.2 billion in the second quarter last year. The decrease primarily reflects lower volumes in the company’s Core (Class 6-8 trucks and buses in the United States and Canada) market, where chargeouts were down five percent, but higher than industry Core market volumes, which were down 13-percent year-over-year.
Second quarter 2017 EBITDA was $47 million, compared to second quarter 2016 EBITDA of $135 million. This year’s second quarter results included $18 million in adjustments primarily resulting from pre-existing warranties, asset impairment charges, restructuring of manufacturing operations, and debt financing charges. Second quarter adjusted EBITDA was $65 million, compared to adjusted EBITDA of $187 million in the comparable period last year. Higher used truck losses primarily resulting from a $60 million increase to the used truck reserve for the company’s legacy MaxxForce 13 used truck inventory was the largest contributor to the year-over-year decline. The company is changing its sales strategy for its MaxxForce 13-liter used trucks to take advantage of additional opportunities to sell more units into export markets, a move it expects will accelerate efforts to reduce its inventories of these trucks.
Navistar ended second quarter 2017 with $949 million in consolidated cash, cash equivalents and marketable securities. Manufacturing cash, cash equivalents and marketable securities were $918 million at the end of the quarter.
“We are on track to improve on last year’s results, but still have quite a bit of work to do in the second half,” said Troy A. Clarke, Navistar chairman, president and chief executive officer. “However, the work we’ve done in the first six months growing share, building our backlog, and managing costs, combined with improving industry conditions, positions us to deliver a stronger second half.”
Second quarter highlights included:
| • | Improving Core market share, with additions to the company’s production schedule and extensions of the company’s backlog into the fourth quarter. |
| • | Strengthening competitive presence in the Class 8 market, including ramped-up deliveries of the new International LT Series with the Cummins ISX 15 liter engine; introduction of the new RH™ Series of Class 8 regional haul tractors; and unveiling of the new International A26 12.4-liter engine, which launches in the LT and RH Series in the coming weeks. |
| • | Significant defense wins, including two foreign military contracts to reset, upgrade and support 1,085 long wheel base MaxxPro® Mine Resistant Ambush Protected (MRAP) vehicles; and to produce and support 40 MaxxPro® Dash DXM™ MRAP vehicles for foreign military sales. |
| • | Progress on new sources of revenue, including full-run-rate production of General Motors’ cutaway G van at Navistar’s Springfield, Ohio plant; expansion of Navistar’s connected vehicle services under the OnCommand Connection brand, which now includes more than 300,000 subscribers; announcing its Electronic Driver Log app, which will assist smaller fleets and owner-operators in complying with new federal regulations; and the unveiling of OnCommand Connection Marketplace, a new, open-architecture, cloud-based technology platform for a broad range of driver support tools and applications. |
| • | Closing its wide-ranging strategic alliance with Volkswagen Truck & Bus, under which the two companies are already collaborating on a number of potential technology projects, and in a procurement joint venture, which is identifying cost-saving opportunities and is expected to be accretive year one. |
| • | Naming Persio V. Lisboa as executive vice president and chief operating officer. |
“Persio played a key role in creating our alliance with Volkswagen Truck & Bus, and led many of the initiatives to improve our operations during the turnaround,” Clarke said. “His focus in this new role will be to build on the progress we’ve made over the last four years.”
The company reiterated its 2017 guidance:
| • | Retail deliveries of Class 6-8 trucks and buses in the United States and Canada are forecast to be in the range of 305,000 units to 335,000 units for fiscal year 2017. |
| • | Full-year 2017 revenues are expected to be similar to 2016. |
| • | Full-year 2017 adjusted EBITDA is expected to be higher than 2016. |
| • | Fiscal year end 2017 manufacturing cash is expected to be about $1 billion. |
SEGMENT REVIEW
Summary of Financial Results:
| (Unaudited) | ||||||||||||||||
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
| (in millions, except per share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Sales and revenues, net |
$ | 2,096 | $ | 2,197 | $ | 3,759 | $ | 3,962 | ||||||||
| Segment Results: |
||||||||||||||||
| Truck |
$ | (56 | ) | $ | (23 | ) | $ | (125 | ) | $ | (74 | ) | ||||
| Parts |
153 | 176 | 302 | 326 | ||||||||||||
| Global Operations |
(7 | ) | (1 | ) | (11 | ) | (14 | ) | ||||||||
| Financial Services |
15 | 25 | 28 | 51 | ||||||||||||
| Net income (loss)(A) |
$ | (80 | ) | $ | 4 | $ | (142 | ) | $ | (29 | ) | |||||
| Diluted income (loss) per share(A) |
$ | (0.86 | ) | $ | 0.05 | $ | (1.62 | ) | $ | (0.35 | ) | |||||
| (A) | Amounts attributable to Navistar International Corporation. |
Truck Segment – Truck segment net sales declined six percent to $1.4 billion in second quarter 2017 compared to second quarter 2016, due to lower Core volumes, the impact of a shift in product mix in the company’s Core markets, and the cessation of sales of CAT-branded units sold to Caterpillar. This was partially offset by an increase in Mexico truck volumes. Truck chargeouts in the company’s Core market were down five percent year-over-year.
The Truck segment loss increased to $56 million in second quarter 2017 versus a second quarter 2016 loss of $23 million, driven by the higher used truck losses, market pressures, the impact of lower Core market volumes, and a decrease in other income, which were partially offset by improved material costs and lower adjustments to pre-existing warranties. Second quarter 2016 results included a $19 million benefit from a recognition of income for an intellectual property license.
Parts Segment – Parts segment second quarter 2017 net sales were $610 million, down $37 million, or six percent, compared to second quarter 2016, driven by lower sales from Blue Diamond Parts (BDP), the company’s parts joint venture with Ford, as well as by lower U.S. and export volumes, partially offset by higher U.S. and Canada parts sales related to Fleetrite™ brand and remanufactured parts sales.
The Parts segment recorded a quarterly profit of $153 million in second quarter 2017, down 13 percent versus the same period one year ago, primarily due to margin declines in BDP and the company’s North American markets.
Global Operations Segment – Global Operations segment second quarter 2017 net sales decreased nine percent to $70 million compared to second quarter 2016. This was primarily driven by lower volumes in the company’s South America engine operation due to the continued economic weakness in the Brazil economy.
The Global Operations segment recorded a $7 million loss in second quarter 2017 compared to a $1 million loss in the same period one year ago. The year-over-year change was due to lower volumes, partially offset by lower manufacturing and SG&A costs as a result of prior year restructuring and cost reduction efforts.
Financial Services Segment – Financial Services segment second quarter 2017 net revenues decreased three percent to $56 million versus the same period one year ago, primarily driven by a decline in interest revenues due to lower overall finance receivables and unfavorable movements in foreign currency exchange rates impacting the company’s Mexican portfolio, partially offset by higher revenues from operating leases.
Financial Services segment profit decreased by $10 million in second quarter 2017, primarily due to lower interest margins resulting from a decline in average finance receivables and an increase in the company’s borrowing rate, as well as a decline in other revenue due to lower interest income from certain intercompany loans.
About Navistar
Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com.
Forward-Looking Statement
Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2016. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.
Navistar International Corporation and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
| (in millions, except per share data) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Sales and revenues |
||||||||||||||||
| Sales of manufactured products, net |
$ | 2,063 | $ | 2,164 | $ | 3,692 | $ | 3,894 | ||||||||
| Finance revenues |
33 | 33 | 67 | 68 | ||||||||||||
|
|
|
|
|
|
|
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|
|||||||||
| Sales and revenues, net |
2,096 | 2,197 | 3,759 | 3,962 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Costs and expenses |
||||||||||||||||
| Costs of products sold |
1,776 | 1,845 | 3,146 | 3,311 | ||||||||||||
| Restructuring charges |
2 | 3 | 9 | 6 | ||||||||||||
| Asset impairment charges |
5 | 3 | 7 | 5 | ||||||||||||
| Selling, general and administrative expenses |
221 | 202 | 421 | 407 | ||||||||||||
| Engineering and product development costs |
65 | 61 | 128 | 119 | ||||||||||||
| Interest expense |
89 | 81 | 171 | 162 | ||||||||||||
| Other expense (income), net |
9 | (25 | ) | 1 | (47 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total costs and expenses |
2,167 | 2,170 | 3,883 | 3,963 | ||||||||||||
| Equity in income of non-consolidated affiliates |
2 | 2 | 5 | 1 | ||||||||||||
|
|
|
|
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|
|
|
|
|||||||||
| Income (loss) before income taxes |
(69 | ) | 29 | (119 | ) | — | ||||||||||
| Income tax expense |
(6 | ) | (16 | ) | (10 | ) | (11 | ) | ||||||||
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|||||||||
| Net income (loss) |
(75 | ) | 13 | (129 | ) | (11 | ) | |||||||||
| Less: Net income attributable to non-controlling interests |
5 | 9 | 13 | 18 | ||||||||||||
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| Net income (loss) attributable to Navistar International Corporation |
$ | (80 | ) | $ | 4 | $ | (142 | ) | $ | (29 | ) | |||||
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| Income (loss) per share attributable to Navistar International Corporation: |
||||||||||||||||
| Basic |
$ | (0.86 | ) | $ | 0.05 | $ | (1.62 | ) | $ | (0.35 | ) | |||||
| Diluted |
(0.86 | ) | 0.05 | (1.62 | ) | (0.35 | ) | |||||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
93.3 | 81.7 | 87.5 | 81.7 | ||||||||||||
| Diluted |
93.3 | 82.0 | 87.5 | 81.7 | ||||||||||||
Navistar International Corporation and Subsidiaries
Consolidated Balance Sheets
| (in millions, except per share data) | April 30, 2017 |
October 31, 2016 |
||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 771 | $ | 804 | ||||
| Restricted cash and cash equivalents |
112 | 64 | ||||||
| Marketable securities |
178 | 46 | ||||||
| Trade and other receivables, net |
300 | 276 | ||||||
| Finance receivables, net |
1,459 | 1,457 | ||||||
| Inventories, net |
946 | 944 | ||||||
| Other current assets |
181 | 168 | ||||||
|
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|
|||||
| Total current assets |
3,947 | 3,759 | ||||||
| Restricted cash |
48 | 48 | ||||||
| Trade and other receivables, net |
17 | 16 | ||||||
| Finance receivables, net |
232 | 220 | ||||||
| Investments in non-consolidated affiliates |
55 | 53 | ||||||
| Property and equipment (net of accumulated depreciation and amortization of $2,480 and $2,553, respectively) |
1,324 | 1,241 | ||||||
| Goodwill |
38 | 38 | ||||||
| Intangible assets (net of accumulated amortization of $130 and $124, respectively) |
46 | 53 | ||||||
| Deferred taxes, net |
161 | 161 | ||||||
| Other noncurrent assets |
84 | 64 | ||||||
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| Total assets |
$ | 5,952 | $ | 5,653 | ||||
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| LIABILITIES and STOCKHOLDERS’ DEFICIT |
||||||||
| Liabilities |
||||||||
| Current liabilities |
||||||||
| Notes payable and current maturities of long-term debt |
$ | 744 | $ | 907 | ||||
| Accounts payable |
1,240 | 1,113 | ||||||
| Other current liabilities |
1,138 | 1,183 | ||||||
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|
|
|||||
| Total current liabilities |
3,122 | 3,203 | ||||||
| Long-term debt |
4,321 | 3,997 | ||||||
| Postretirement benefits liabilities |
2,941 | 3,023 | ||||||
| Other noncurrent liabilities |
695 | 723 | ||||||
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|||||
| Total liabilities |
11,079 | 10,946 | ||||||
| Stockholders’ deficit |
||||||||
| Series D convertible junior preference stock |
2 | 2 | ||||||
| Common stock (103.1 and 86.8 shares issued, respectively, and $0.10 par value per share and 220 shares authorized at both dates) |
10 | 9 | ||||||
| Additional paid-in capital |
2,732 | 2,499 | ||||||
| Accumulated deficit |
(5,105 | ) | (4,963 | ) | ||||
| Accumulated other comprehensive loss |
(2,579 | ) | (2,640 | ) | ||||
| Common stock held in treasury, at cost (4.9 and 5.2 shares, respectively) |
(191 | ) | (205 | ) | ||||
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|
|
|||||
| Total stockholders’ deficit attributable to Navistar International Corporation |
(5,131 | ) | (5,298 | ) | ||||
| Stockholders’ equity attributable to non-controlling interests |
4 | 5 | ||||||
|
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|
|
|
|||||
| Total stockholders’ deficit |
(5,127 | ) | (5,293 | ) | ||||
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| Total liabilities and stockholders’ deficit |
$ | 5,952 | $ | 5,653 | ||||
|
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|
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Navistar International Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
| (Unaudited) | Six Months Ended April 30, |
|||||||
| (in millions) | 2017 | 2016 | ||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | (129 | ) | $ | (11 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
75 | 74 | ||||||
| Depreciation of equipment leased to others |
37 | 37 | ||||||
| Deferred taxes, including change in valuation allowance |
(2 | ) | (3 | ) | ||||
| Asset impairment charges |
7 | 5 | ||||||
| Loss on sales of investments and businesses, net |
— | 2 | ||||||
| Amortization of debt issuance costs and discount |
23 | 17 | ||||||
| Stock-based compensation |
12 | 7 | ||||||
| Provision for doubtful accounts, net of recoveries |
7 | 8 | ||||||
| Equity in income of non-consolidated affiliates, net of dividends |
1 | — | ||||||
| Write-off of debt issuance cost and discount |
4 | — | ||||||
| Other non-cash operating activities |
(9 | ) | (8 | ) | ||||
| Changes in other assets and liabilities, exclusive of the effects of businesses disposed |
(133 | ) | (232 | ) | ||||
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|||||
| Net cash used in operating activities |
(107 | ) | (104 | ) | ||||
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| Cash flows from investing activities |
||||||||
| Purchases of marketable securities |
(589 | ) | (283 | ) | ||||
| Sales of marketable securities |
440 | 177 | ||||||
| Maturities of marketable securities |
17 | 37 | ||||||
| Net change in restricted cash and cash equivalents |
(48 | ) | (19 | ) | ||||
| Capital expenditures |
(66 | ) | (53 | ) | ||||
| Purchases of equipment leased to others |
(37 | ) | (78 | ) | ||||
| Proceeds from sales of property and equipment |
14 | 17 | ||||||
| Investments in non-consolidated affiliates |
(2 | ) | — | |||||
| Proceeds from sales of affiliates |
— | 36 | ||||||
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| Net cash used in investing activities |
(271 | ) | (166 | ) | ||||
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| Cash flows from financing activities |
||||||||
| Proceeds from issuance of securitized debt |
5 | 75 | ||||||
| Principal payments on securitized debt |
(56 | ) | (19 | ) | ||||
| Net change in secured revolving credit facilities |
21 | 38 | ||||||
| Proceeds from issuance of non-securitized debt |
383 | 110 | ||||||
| Principal payments on non-securitized debt |
(278 | ) | (162 | ) | ||||
| Net change in notes and debt outstanding under revolving credit facilities |
42 | (105 | ) | |||||
| Principal payments under financing arrangements and capital lease obligations |
(1 | ) | (1 | ) | ||||
| Debt issuance costs |
(18 | ) | (1 | ) | ||||
| Proceeds from financed lease obligations |
16 | 12 | ||||||
| Issuance of common stock |
256 | — | ||||||
| Stock issuance costs |
(11 | ) | — | |||||
| Proceeds from exercise of stock options |
3 | — | ||||||
| Dividends paid by subsidiaries to non-controlling interest |
(15 | ) | (19 | ) | ||||
| Other financing activities |
(3 | ) | 1 | |||||
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| Net cash provided by (used in) financing activities |
344 | (71 | ) | |||||
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| Effect of exchange rate changes on cash and cash equivalents |
1 | 18 | ||||||
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| Decrease in cash and cash equivalents |
(33 | ) | (323 | ) | ||||
| Cash and cash equivalents at beginning of the period |
804 | 912 | ||||||
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| Cash and cash equivalents at end of the period |
$ | 771 | $ | 589 | ||||
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Navistar International Corporation and Subsidiaries
Segment Reporting
(Unaudited)
We define segment profit (loss) as net income (loss) from continuing operations 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 | ||||||||||||||||||
| Three Months Ended April 30, 2017 |
||||||||||||||||||||||||
| External sales and revenues, net |
$ | 1,391 | $ | 604 | $ | 66 | $ | 33 | $ | 2 | $ | 2,096 | ||||||||||||
| Intersegment sales and revenues |
7 | 6 | 4 | 23 | (40 | ) | — | |||||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||||
| Total sales and revenues, net |
$ | 1,398 | $ | 610 | $ | 70 | $ | 56 | $ | (38 | ) | $ | 2,096 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) attributable to NIC, net of tax |
$ | (56 | ) | $ | 153 | $ | (7 | ) | $ | 15 | $ | (185 | ) | $ | (80 | ) | ||||||||
| Income tax expense |
— | — | — | — | (6 | ) | (6 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment profit (loss) |
$ | (56 | ) | $ | 153 | $ | (7 | ) | $ | 15 | $ | (179 | ) | $ | (74 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Depreciation and amortization |
$ | 31 | $ | 3 | $ | 4 | $ | 12 | $ | 3 | $ | 53 | ||||||||||||
| Interest expense |
— | — | — | 21 | 68 | 89 | ||||||||||||||||||
| Equity in income of non-consolidated affiliates |
1 | 1 | — | — | — | 2 | ||||||||||||||||||
| Capital expenditures(B) |
14 | 1 | 2 | 1 | 2 | 20 | ||||||||||||||||||
| (in millions) | Truck | Parts | Global Operations |
Financial Services(A) |
Corporate and Eliminations |
Total | ||||||||||||||||||
| Three Months Ended April 30, 2016 |
||||||||||||||||||||||||
| External sales and revenues, net |
$ | 1,459 | $ | 640 | $ | 64 | $ | 33 | $ | 1 | $ | 2,197 | ||||||||||||
| Intersegment sales and revenues |
21 | 7 | 13 | 25 | (66 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total sales and revenues, net |
$ | 1,480 | $ | 647 | $ | 77 | $ | 58 | $ | (65 | ) | $ | 2,197 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) attributable to NIC, net of tax |
$ | (23 | ) | $ | 176 | $ | (1 | ) | $ | 25 | $ | (173 | ) | $ | 4 | |||||||||
| Income tax expense |
— | — | — | — | (16 | ) | (16 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment profit (loss) |
$ | (23 | ) | $ | 176 | $ | (1 | ) | $ | 25 | $ | (157 | ) | $ | 20 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Depreciation and amortization |
$ | 29 | $ | 4 | $ | 4 | $ | 12 | $ | 4 | $ | 53 | ||||||||||||
| Interest expense |
— | — | — | 19 | 62 | 81 | ||||||||||||||||||
| Equity in income of non-consolidated affiliates |
1 | 1 | — | — | — | 2 | ||||||||||||||||||
| Capital expenditures(B) |
19 | 1 | 1 | — | 3 | 24 | ||||||||||||||||||
| (in millions) | Truck | Parts | Global Operations |
Financial Services(A) |
Corporate and Eliminations |
Total | ||||||||||||||||||
| Six Months Ended April 30, 2017 |
||||||||||||||||||||||||
| External sales and revenues, net |
$ | 2,408 | $ | 1,167 | $ | 112 | $ | 67 | $ | 5 | $ | 3,759 | ||||||||||||
| Intersegment sales and revenues |
17 | 13 | 8 | 43 | (81 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total sales and revenues, net |
$ | 2,425 | $ | 1,180 | $ | 120 | $ | 110 | $ | (76 | ) | $ | 3,759 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) attributable to NIC, net of tax |
$ | (125 | ) | $ | 302 | $ | (11 | ) | $ | 28 | $ | (336 | ) | $ | (142 | ) | ||||||||
| Income tax expense |
— | — | — | — | (10 | ) | (10 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment profit (loss) |
$ | (125 | ) | $ | 302 | $ | (11 | ) | $ | 28 | $ | (326 | ) | $ | (132 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Depreciation and amortization |
$ | 68 | $ | 6 | $ | 7 | $ | 25 | $ | 6 | $ | 112 | ||||||||||||
| Interest expense |
— | — | — | 41 | 130 | 171 | ||||||||||||||||||
| Equity in income of non-consolidated affiliates |
2 | 2 | 1 | — | — | 5 | ||||||||||||||||||
| Capital expenditures(B) |
57 | 1 | 3 | 1 | 4 | 66 | ||||||||||||||||||
| (in millions) | Truck | Parts | Global Operations |
Financial Services(A) |
Corporate and Eliminations |
Total | ||||||||||||||||||
| Six Months Ended April 30, 2016 |
||||||||||||||||||||||||
| External sales and revenues, net |
$ | 2,540 | $ | 1,202 | $ | 148 | $ | 68 | $ | 4 | $ | 3,962 | ||||||||||||
| Intersegment sales and revenues |
72 | 15 | 21 | 49 | (157 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total sales and revenues, net |
$ | 2,612 | $ | 1,217 | $ | 169 | $ | 117 | $ | (153 | ) | $ | 3,962 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) attributable to NIC, net of tax |
$ | (74 | ) | $ | 326 | $ | (14 | ) | $ | 51 | $ | (318 | ) | $ | (29 | ) | ||||||||
| Income tax expense |
— | — | — | — | (11 | ) | (11 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Segment profit (loss) |
$ | (74 | ) | $ | 326 | $ | (14 | ) | $ | 51 | $ | (307 | ) | $ | (18 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Depreciation and amortization |
$ | 63 | $ | 7 | $ | 9 | $ | 24 | $ | 8 | $ | 111 | ||||||||||||
| Interest expense |
— | — | — | 38 | 124 | 162 | ||||||||||||||||||
| Equity in income (loss) of non-consolidated affiliates |
2 | 2 | (3 | ) | — | — | 1 | |||||||||||||||||
| Capital expenditures(B) |
44 | 2 | 2 | — | 5 | 53 | ||||||||||||||||||
| (in millions) | Truck | Parts | Global Operations |
Financial Services |
Corporate and Eliminations |
Total | ||||||||||||||||||
| Segment assets, as of: |
||||||||||||||||||||||||
| April 30, 2017 |
$ | 1,680 | $ | 613 | $ | 342 | $ | 2,132 | $ | 1,185 | $ | 5,952 | ||||||||||||
| October 31, 2016 |
1,520 | 594 | 407 | 2,116 | 1,016 | 5,653 | ||||||||||||||||||
| (A) | Total sales and revenues in the Financial Services segment include interest revenues of $40 million and $76 million for the three and six months ended April 30, 2017, respectively, and $42 million and $84 million for the three and six months ended April 30, 2016, respectively. |
| (B) | Exclusive of purchases of equipment leased to others. |
SEC Regulation G Non-GAAP Reconciliation
The financial measures presented below are unaudited and not in accordance with, or an alternative for, financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP and are reconciled to the most appropriate GAAP number below.
Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”):
We define EBITDA as our consolidated net income (loss) from continuing operations 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:
We believe that adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance.
Manufacturing Cash, Cash Equivalents, and Marketable Securities:
Manufacturing cash, cash equivalents, and marketable securities represents the Company’s consolidated cash, cash equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our investments are highly liquid in nature. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations.
Structural costs consists of Selling, general and administrative expenses and Engineering and product development costs.
EBITDA reconciliation:
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Income (loss) attributable to NIC, net of tax |
$ | (80 | ) | $ | 4 | $ | (142 | ) | $ | (29 | ) | |||||
| Plus: |
||||||||||||||||
| Depreciation and amortization expense |
53 | 53 | 112 | 111 | ||||||||||||
| Manufacturing interest expense(A) |
68 | 62 | 130 | 124 | ||||||||||||
| Less: |
||||||||||||||||
| Income tax expense |
(6 | ) | (16 | ) | (10 | ) | (11 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | 47 | $ | 135 | $ | 110 | $ | 217 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (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 April 30, |
Six Months Ended April 30, |
|||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Interest expense |
$ | 89 | $ | 81 | $ | 171 | $ | 162 | ||||||||
| Less: Financial services interest expense |
21 | 19 | 41 | 38 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Manufacturing interest expense |
$ | 68 | $ | 62 | $ | 130 | $ | 124 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
10
Adjusted EBITDA Reconciliation:
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
| (in millions) | 2017 | 2016 | 2017 | 2016 | ||||||||||||
| EBITDA (reconciled above) |
$ | 47 | $ | 135 | $ | 110 | $ | 217 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Less significant items of: |
||||||||||||||||
| Adjustments to pre-existing warranties(A) |
7 | 46 | (10 | ) | 51 | |||||||||||
| North America asset impairment charges(B) |
5 | 3 | 7 | 5 | ||||||||||||
| Restructuring of North American manufacturing operations(C) |
2 | — | 9 | — | ||||||||||||
| Cost reduction and other strategic initiatives |
— | 3 | — | 6 | ||||||||||||
| Debt refinancing charges(D) |
4 | — | 4 | — | ||||||||||||
| One-time fee received(E) |
— | — | — | (15 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total adjustments |
18 | 52 | 10 | 47 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 65 | $ | 187 | $ | 120 | $ | 264 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (A) | Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available. |
| (B) | In the first and second quarters of 2017, the Truck segment recorded $2 million and $5 million, respectively, of asset impairment charges relating to certain assets under operating leases. In the first and second quarters of 2016, the Truck segment recorded $2 million and $3 million, respectively, of asset impairment charges relating to certain long lived assets. |
| (C) | In the first and second quarters of 2017, we recorded $7 million of restructuring charges related to the 2011 closure of our Chatham, Ontario plant and $2 million of Corporate restructuring charges, respectively. |
| (D) | In the second quarter of 2017, we recorded a charge of $4 million related to third party fees and debt issuance costs associated with the repricing of our Term Loan. |
| (E) | In the first quarter of 2016, we received a $15 million one-time fee from a third party which was recognized in Other expense (income), net. |
11
Manufacturing segment cash, cash equivalents, and marketable securities reconciliation:
| As of April 30, 2017 | ||||||||||||
| (in millions) | Manufacturing Operations |
Financial Services Operations |
Consolidated Balance Sheet |
|||||||||
| Assets |
||||||||||||
| Cash and cash equivalents |
$ | 747 | $ | 24 | $ | 771 | ||||||
| Marketable securities |
171 | 7 | 178 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total cash, cash equivalents, and marketable securities |
$ | 918 | $ | 31 | $ | 949 | ||||||
|
|
|
|
|
|
|
|||||||
12
Q2 2017 EARNINGS PRESENTATION June 7, 2017 Exhibit 99.2
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 the federal securities laws. Such forward-looking statements only speak as of the date of this presentation and Navistar International Corporation 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 the results of our alliance with Volkswagen Truck & Bus and 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 year ended October 31, 2016. 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. 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. 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.
Q2 Highlights Ramped up deliveries of LT series trucks and unveiled RH series Strong Class 8 orders and backlog leading to production increase in 2nd half of 2017 Closed VW T&B alliance and identified initial material cost saving opportunities Named Persio Lisboa Chief Operating Officer
Executing on our Strategy GROW THE CORE BUSINESS DRIVE OPERATIONAL EXCELLENCE BUILD NEW SOURCES OF REVENUE Further product cost reductions Lower used truck inventory balances LT series deliveries commenced Unveiled RH Series Surpassed 300,000 OCC subscribers Reached planned run-rate production of GM’s cutaway G van Recent Accomplishments
Weathering Weaker Industry Conditions Note:This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. (A) Includes U.S. and Canada School buses and Class 6-8 trucks. (B) Amounts attributable to Navistar International Corporation, net of tax ($ in millions, except per share and units) Quarters Ended April 30 2017 2016 Chargeouts(A) 15,000 15,800 Sales and Revenues $2,096 $2,197 Net income (loss)(B) $-80 $4 Diluted income (loss) per share(B) $-0.86 $0.05 Adjusted EBITDA $65 $187
Second Quarter Segment Results ($ in millions) Sales and Revenues Segment Profit Quarters Ended April 30 Quarters Ended April 30 2017 2016 2017 2016 Truck $1,398 $1,480 $-56 $-23 Parts $610 $647 $153 $176 Global Operations $70 $77 $-7 $-1 Financial Services $56 $58 $15 $25
Used Truck Strategy to Focus on Export Markets Used Truck Inventory ($ in millions) Minimal MaxxForce 13 trucks to remain in inventory by end of 2018 Gross inventory balance: $342 million Net inventory balance: $126 million Strategy to accelerate disposition of legacy trucks Q2 Inventory reserve addition: $60 million Expect significantly less reserve additions 2H 2017 (In units)
Warranty Expense Normalization Pre-Existing (P/E) Warranty Expense ($ in millions) P/E warranty approaching pre-EGR levels First half P/E warranty reversal: $10 million Q2 warranty expense as a percentage of revenue: 2.4%* Seeing improved reliability from newer products Warranty period of MaxxForce EGR units to expire by end of 2018 * Excluding pre-existing warranty Average excluding 2012 & 2013
Improving Financial Flexibility 2017 Q2 Cash Balance Consolidated Cash: $949 million* Manufacturing Cash: $918 million* Senior Term Loan repricing reduced interest rate by 150 basis points FY expectations of ≈$1 billion manufacturing cash Manufacturing Cash ($ in millions) Note:This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. * Amounts include manufacturing cash, cash equivalents, and marketable securities. ~$1B
Guidance Summary (A) Expected incremental cost reductions in 2017 to be less than 2016. (B)Including senior note tack-on & capital injection from Volkswagen Truck and Bus. Note:This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. 2016 2017 Class 8 industry 226.8K 190-220K Core markets industry 346.4K 305-335K Revenue $8.1B Cost reductions >$350M (A) Adjusted EBITDA $508M Manufacturing cash $800M ~$1B(B)
Appendix
U.S. and Canada Dealer Stock Inventory* *Includes U.S. and Canada Class 4-8 truck inventory, but does not include U.S. IC Bus.
Retail Market Share in Commercial Vehicle Segments Class 6/7 Medium-Duty Class 8 Severe Service Class 8 Heavy (A) Retail delivery market share includes CAT-branded units sold to Caterpillar under our North America Supply agreement during 2016.Three Months EndedApril 30 , 2017January 31, 2017October 31, 2016July 31, 2016April 30, 2016Core Markets (U.S. and Canada)Class 6 and 7 medium trucks 29%20%18%20%27%Class 8 heavy trucks 11%9%13%9%11%Class 8 severe service trucks(A) 11%13%14%12%11%Combined class 8 trucks 11%10%13%10%11%
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. Our Core markets include CAT-branded units sold to Caterpillar under our North America supply agreement during 2016. The School bus chargeouts include buses classified as B, C, and D and are being reported on a one-month lag. Chargeouts include CAT-branded units sold to Caterpillar under our North America supply agreement during 2016. Other markets primarily consist of Export Truck and Mexico. Three Months Ended April 30, % Change (in units) 2017 2016 Change Core Markets (U.S. and Canada) School buses(A) ................................................. 2,700 2,800 (100) (4) % Class 6 and 7 medium trucks ............................ 7,000 6,200 800 13 % Class 8 heavy trucks ........................................ 3,400 4,900 (1,500) (31) % Class 8 severe service trucks(B) ........................ 1,900 1,900 -- -- % Total Core Markets ….......................................... 15,000 15,800 (800) (5) % Non “Core” Military............................................ 100 200 (100) (50) % Other markets(C)................................................ 2,300 1,400 900 64 % Total worldwide units ......................................... 17,400 17,400 -- -- % Combined class 8 trucks................................... 5,300 6,800 (1,500) (22) % N.M. Not Meaningful
Navistar Financial Corporation Highlights Financial Services segment profit of $15 million for Q2 2017, $28 million YTD U.S. financing availability of $406 million as of April 30, 2017 Financial Services debt/equity leverage of 3.5:1 as of April 30, 2017 Variable dealer floor-plan funding facility renewed for one year in May 2017 Retail Notes Bank Facility Dealer Floor Plan Facility capacity was reduced to $357 million in December 2016 Option to increase up to $700 million based on commitments Funding for retail notes, wholesale notes, retail accounts, and dealer open accounts On balance sheet NFSC wholesale trust as of April 30, 2017 $1 billion funding facility Variable portion matures May 2018 Term portions mature June 2017 and September 2018 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
Frequently Asked Questions Q1: What is included in Corporate and Eliminations? A: The primary drivers of Corporate and Eliminations are Corporate SG&A, pension and OPEB expense (excluding amounts allocated to the segments), annual incentive, manufacturing interest expense, and the elimination of intercompany sales and profit between segments. Q2: What is included in your equity in loss of non-consolidated affiliates? A: Equity in loss of non-consolidated affiliates is derived from our 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 we do 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 2017 and beyond pension funding requirements? A: For the three and six months ended April 30, 2017, we contributed $24 million and $46 million, respectively, and for the three and six months ended April 30, 2016, we contributed $21 million and $40 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 $65 million during the remainder of 2017. 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 2018 through 2020, we will be required to contribute $135 million to $205 million per year to the Plans, depending on asset performance and discount rates. Q5:What is your expectation for future cash tax payments? A: Our cash tax payments are expected to remain low in 2017 and will gradually increase as we utilize available net operating losses (NOLs) and tax credits in future years.
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, 2016 the Company had deferred tax assets for U.S. federal NOLs valued at $945 million, state NOLs valued at $150 million, and foreign NOLs valued at $229 million, for a total undiscounted cash value of $1.3 billion. In addition to NOLs, the Company had deferred tax assets for accumulated tax credits of $262 million and other deferred tax assets of $2.0 billion resulting in net deferred tax assets before valuation allowances of approximately $3.6 billion. Of this amount, $3.4 billion was subject to a valuation allowance at the end of FY2016. Q7:How does your FY 2017 Class 8 industry outlook compare to ACT Research? 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 Sales2017ACT*198,700CY to FY adjustment(2,965)Total (ACT comparable Class 8 Navistar)195,735Navistar Industry Retail Deliveries Combined Class 8 Trucks**190,000220,000Navistar difference from ACT(5,735)24,265*Source: ACT N.A. Commercial Vehicle Outlook – May 2017(2.9%)12.4%**Q1 2017 Earnings call range was 190k-220k
Three Months Ended April, 2017 % Change (in units) 2017 2016 Change OEM sales-South America........... 5,100 6,200 (1,100) (18)% Intercompany sales........................ 2,100 4,900 (2,800) (57)% Other OEM sales............................. 700 900 (200) (22)% Total sales.................................... 7,900 12,000 (4,100) (34)% Frequently Asked Questions Q9: How do you define manufacturing free cash flow? A: Q10: What were your Worldwide Engine Shipments in the period? A: ______________________________ Note: This slide contains non-GAAP information Qtr Ended Qtr Ended Qtr Ended Qtr Ended Qtr Ended (in millions) Apr. 30, 2017 Jan. 31, 2017 Oct. 31, 2016 Jul. 31, 2016 Apr. 30, 2016 Consolidated Net Cash from Operating Activities $-,129 $22 $281 $90 $-2 Less: Net Cash from Financial Services Operations 115 251 -3 95 -24 Net Cash from Manufacturing Operations ....................... -14 -,229 284 -5 22 Capital Expenditures -20 -46 -32 -29 -53 Manufacturing Free Cash Flow $-34 $-,275 $252 $-34 $-31
Outstanding Debt Balances(in millions)April 30, 2017October 31, 2016Manufacturing operationsSenior Secured Term Loan Credit Facility, as amended, due 2020, ne t of unamortized discount of $12 and $14, respectively, and unamortized debt issuance costs of $7 at both dates$ 1,002$1,0098.25% Senior Notes, due 2022 net of unamortized discount of $14 and $15, respectively and unamortized debt issuance costs of $15 and $12, respectively 1,4211,1734.50% Senior Subordinated Convertible Notes, due 2018, net of unamortized discount of $8 and $10, respectively, and unamortized debt issuance costs of $1 at both dates 1921894.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $19 and $24, respectively, and unamortized debt issuance costs of $4 at both dates 388383Financing arrangements and capital lease obligations 3842Loan Agreement related to 6.5% Tax Exempt Bonds, due 2040, net of unamortized debt issuance costs of $5 at both dates 220220Financed lease obligations 10252Other 2028Total Manufacturing operations debt 3,3833,096Less: Current portion 8571Net long-term Manufacturing operations debt$ 3,298 $3,025(in millions)April 30 , 2017October 31, 2016Financial Services operationsAsset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through 2022, net of unamortized debt issuance costs of $5 and $6, respectively$ 735$753Bank credit facilities, at fixed and variable rates, due dates from 2017 through 2021, net of unamortized debt issuance costs of $2 and $3, respectively 766861Commercial paper, at variable rates, program matures in 2022 9396Borrowings secured by operating and finance leases, at various rates, due serially through 2021 8898Total Financial Services operations debt 1,6821,808Less: Current portion 659836Net long-term Financial Services operations debt$ 1,023$972
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, 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: We believe that adjusted EBITDA, which excludes certain identified items that we do not consider to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management uses this information to assess and measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the below reconciliations, and to provide an additional measure of performance. Manufacturing Cash, Cash Equivalents, and Marketable Securities: Manufacturing cash, cash equivalents, and marketable securities represents the Company’s consolidated cash, cash equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our investments are highly liquid in nature. We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations. Structural Cost consists of Selling, general and administrative expenses and Engineering and product development costs. Free Cash Flow consists of Net cash from operating activities and Capital Expenditures.
Manufacturing segment cash and cash equivalents and marketable securities reconciliation: SEC Regulation G Non-GAAP Reconciliation Apr. 30, Jan. 31, Oct. 31, (in millions) 2017 2017 2016 Manufacturing Operations: Cash and cash equivalents……………………………………………………… $ 747 $ 506 $ 761 583 Marketable securities…………………………………………………………… 171 191 39 Manufacturing Cash and cash equivalents and Marketable securities.. $ 918 $ 697 $ 800 733 Financial Services Operations: Cash and cash equivalents……………………………………………………… $ 24 $ 67 $ 43 37 Marketable securities…………………………………………………………… 7 7 7 Financial Services Cash and cash equivalents and Marketable securities…… $ 31 $ 74 $ 50 62 Consolidated Balance Sheet: Cash and cash equivalents……………………………………………………… $ 771 $ 573 $ 804 620 Marketable securities…………………………………………………………… 178 198 46 Consolidated Cash and cash equivalents and Marketable securities………… $ 949 $ 771 $ 850 795 Cash and cash equivalents……………………………………………………… $ 28 $ 28 $ 51 Marketable securities…………………………………………………………… 20 20 20 Financial Services Cash and cash equivalents and Marketable securities…… $ 48 $ 48 $ 71 Consolidated Balance Sheet: Cash and cash equivalents……………………………………………………… $ 946 $ 725 $ 51 Marketable securities…………………………………………………………… 276 276 20 Consolidated Cash and cash equivalents and Marketable securities………… $ 1,222 $ 1,001 $ 71
SEC Regulation G Non-GAAP Reconciliations ______________________ (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 23. Earnings (loss) before interest, taxes, depreciation, and amortization ("EBITDA") reconciliation Quarters Ended April 30, (in millions) 2017 2016 EBITDA (reconciled above) $ 47 $ 135 Less significant items of: Adjustments to pre-existing warranties (A) 7 46 North America asset impairment charges (B) 5 3 Restructuring of North American manufacturing operations (C) 2 — Cost reduction and other strategic initiatives — 3 Debt refinancing charges (D) 4 — Total adjustments 18 52 Adjusted EBITDA $ 65 $ 187 Quarters Ended April 30, (in millions) 2017 2016 2013 Loss attributable to NIC, net of tax $ -80 $ 4 $ Plus: Depreciation and amortization expense 53 53 Manufacturing interest expense (A) 68 62 Less: Income tax expense -6 -16 EBITDA $ 47 $ 135 $ Quarters Ended April 30, (in millions) 2015 Interest expense ……………………………………………………………….. 75 Less: Financial services interest expense ………………………………….. 18 Manufacturing interest expense ……………………..……………………… 57 Quarters Ended April 30, (in millions) 2015 EBITDA (reconciled above) …......…………………………………… $85 Less significant items of: Adjustments to pre-existing warranties(A) ………………………...... 18 Restructuring charges(D) ………………………………...….………… 2 Asset impairment charges(C) ………...……………………………….. 1 Gain on settlement(E) ………………………………………………….. -10 Brazil truck business actions(F) …….....……………………………… 6 match below Total adjustments 17 Adjusted EBITDA …......………………………………………….....…… $102 Quarters Ended April 30, (in millions) 2015 Expense (income): Adjustments to pre-existing warranties(A) $18 Accelerated depreciation(B) 12 Asset impairment charges(C) 1 Other restructuring charges and strategic initiatives(D) 2 Gain on settlement(E) -10 Brazil truck business actions(F) 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. (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. (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. (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. (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. (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. (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. 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 Loss from continuing operations attributable to NIC, net of tax ………… $ -64 Plus: Depreciation and amortization expense ……………………………….. 74 Manufacturing interest expense(A) ………………………………….…. 57 Less: Income tax benefit (expense) …………………………………………… -18 EBITDA ………………………………………………………………………… $ 85 Quarters Ended April 30, (in millions) 2017 2016 Interest expense $ 89 $ 81 Less: Financial services interest expense 21 19 Manufacturing interest expense $ 68 $ 62 Quarters Ended April 30, (in millions) 2015 EBITDA (reconciled above) …......…………………………………… $85 Less significant items of: Adjustments to pre-existing warranties(A) ………………………...... 18 Restructuring charges(D) ………………………………...….………… 2 Asset impairment charges(C) ………...……………………………….. 1 Gain on settlement(E) ………………………………………………….. -10 Brazil truck business actions(F) …….....……………………………… 6 Total adjustments 17 Adjusted EBITDA …......………………………………………….....…… $102 Quarters Ended April 30, (in millions) 2015 Expense (income): Adjustments to pre-existing warranties(A) $18 Accelerated depreciation(B) 12 Asset impairment charges(C) 1 Other restructuring charges and strategic initiatives(D) 2 Gain on settlement(E) -10 Brazil truck business actions(F) 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. (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. (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. (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. (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. (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. (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. 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.
______________________ 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 2017, the Truck segment recorded $5 million of asset impairment charges relating to certain assets under operating leases. In the second quarter of 2016, the Truck segment recorded $3 million of asset impairment charges relating to certain long lived assets. In the second quarter of 2017, we recorded $2 million of Corporate restructuring charges. In the second quarter of 2017, we recorded $4 million of third party fees and unamortized debt issuance costs associated with the repricing of our Term Loan. Significant Items Included Within Our Results (in millions) Quarter Ended April 30, Expense (income): 2017 2016 Adjustments to pre-existing warranties (A) $7 $46 North America asset impairment charges (B) 5 3 Restructuring of North American manufacturing Operations (C) 2 — Cost reduction and other strategic initiatives — 3 Debt refinancing charges (D) 4 —
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