Form 10-K NAVISTAR INTERNATIONAL For: Oct 31

December 17, 2019 6:02 AM

EXHIBIT 3

NAVISTAR INTERNATIONAL CORPORATION

AND CONSOLIDATED SUBSIDIARIES

______________________________

ARTICLES OF INCORPORATION AND BY-LAWS

The following documents of Navistar International Corporation are incorporated herein by reference:



3.1		Amended and Restated Certificate of Incorporation of Navistar International Corporation, dated February 12, 2015. Filed as Exhibit 3.1 to Current Report on Form 8-K which was dated and filed on February 18, 2015. Commission File No. 001-09618.

3.2		Third Amended and Restated By-Laws of Navistar International Corporation effective October 5, 2012. Filed as Exhibit 3.1 to Current Report on Form 8-K, which was dated and filed on October 10, 2012. Commission File No. 001-09618.

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EXHIBIT 4

NAVISTAR INTERNATIONAL CORPORATION

AND CONSOLIDATED SUBSIDIARIES

______________________________

INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS,

INCLUDING INDENTURES

The following instruments of Navistar International Corporation and its principal subsidiary, Navistar, Inc., and its indirect subsidiary, Navistar Financial Corporation, defining the rights of security holders are incorporated herein by reference.



4.1	Navistar International Corporation Restated Stock Certificate. Filed as Exhibit 4.20 to Quarterly Report on Form 10-Q for the period ended January 31, 2002, which was dated and filed March 11, 2002. Commission File No. 001-09618.

4.2	Indenture, dated as of March 24, 2014, between Navistar International Corporation, as Issuer, and Wilmington Trust, National Association, as Trustee, for Navistar International Corporation’s 4.75% Senior Subordinated Convertible Notes due 2019. Filed as Exhibit 4.1 to Current Report on Form 8-K dated March 18, 2014 and filed March 24, 2014. Commission File No. 001-09618.

4.3	Form of 4.75% Senior Subordinated Convertible Note due 2019. Filed as a part of Exhibit 4.1 to Current Report on Form 8-K dated March 18, 2014 and filed March 24, 2014. Commission File No. 001-09618.
4.4	First Supplemental Indenture, dated May 19, 2014, to Indenture, dated as of March 24, 2014, between Navistar International Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, for Navistar International Corporation’s 4.75% Senior Subordinated Convertible Notes due 2019. Filed as Exhibit 4.18 to Quarterly Report on Form 10-Q dated and filed September 3, 2014. Commission File No. 001-09618.

4.5	Indenture, dated as of November 6, 2017, by and among Navistar International Corporation, as Issuer, Navistar, Inc., as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, for Navistar International Corporation's 6.625% Senior Notes due 2025. Filed as Exhibit 4.1 to Current Report on Form 8-K dated and filed November 8, 2017. Commission File No. 001-09618.

4.6	Form of 6,625% Senior Note due 2025. Filed as Exhibit 4.2 to Current Report on Form 8-K dated and filed November 8, 2017. Commission File No. 001-09618.

Instruments defining the rights of holders of other unregistered long-term debt of Navistar and its subsidiaries have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the Registrant and its consolidated subsidiaries. The Registrant agrees to furnish a copy of any such instrument to the Commission upon request.

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EXHIBIT 10

NAVISTAR INTERNATIONAL CORPORATION

AND CONSOLIDATED SUBSIDIARIES

______________________________

MATERIAL CONTRACTS



The following documents of Navistar International Corporation, its principal subsidiary, Navistar, Inc., and its indirect subsidiary, Navistar Financial Corporation are incorporated herein by reference.

10.1			Pooling and Servicing Agreement, dated November 2, 2011, by and among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Depositor, and Navistar Financial Dealer Note Master Owner Trust II, as Issuing Entity. Filed as Exhibit 10.6 to Current Report on Form 8-K dated and filed on November 7, 2011. Commission File No. 001-09618.

10.2			Amendment No. 1 to the Pooling and Servicing Agreement, dated as of February 13, 2013, among Navistar Financial Securities Corporation, as depositor, Navistar Financial Corporation, as servicer, and Navistar Financial Dealer Note Master Owner Trust II, as issuing entity. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on February 15, 2013. Commission File No. 001-09618.

10.3			Amendment No. 2 to the Pooling and Servicing Agreement, dated as of November 13, 2014, among Navistar Financial Securities Corporation, as depositor, Navistar Financial Corporation, as servicer, and Navistar Financial Dealer Note Master Owner Trust II, as issuing entity. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on November 14, 2014. Commission File No. 001-09618.

10.4			Amendment No. 3 to Pooling and Servicing Agreement, dated as of April 12, 2019, by and among Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, Navistar Financial Securities Corporation, as the depositor, and Navistar Financial Corporation, as the servicer. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 15, 2019 and filed on April 15, 2019. Commission File No. 001-09618.

10.5			Note Purchase Agreement, dated as of August 29, 2012, among Navistar Financial Services Corporation, Navistar Financial Corporation, Bank of America, National Association, as a Managing Agent, the Administrative Agent and a Committed Purchaser, The Bank of Nova Scotia, as a Managing Agent and a Committed Purchaser, Liberty Street Funding LLC, as a Conduit Purchaser, Credit Suisse AG, New York Branch, as a Managing Agent, Credit Suisse AG, Cayman Islands Branch as a Committed Purchaser, and Alpine Securitization Corp., as a Conduit Purchaser. Filed as Exhibit 10.2 to Current Report 8-K dated and filed on August 30, 2012. Commission File No. 001-09618.

10.6			Amendment No. 1 to the Note Purchase Agreement, dated as of March 18, 2013, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on March 20, 2013. Commission File No. 001-09618.

10.7			Amendment No. 2 to the Note Purchase Agreement, dated as of September 13, 2013, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.2 to the Current Report on Form 8-K dated and filed on September 18, 2013. Commission File No. 001-09618.

10.8			Amendment No. 3 to the Note Purchase Agreement, dated as of March 12, 2014, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated March 12, 2014 and filed on March 14, 2014. Commission File No. 001-09618.

10.9			Amendment No. 4 to the Note Purchase Agreement, dated as of January 26, 2015, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, The Bank of Nova Scotia, as a managing agent and as a committed purchaser, Liberty Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, Deutsche Bank AG, New York Branch, as a managing agent and as a committed purchaser and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.2 to the Current Report on Form 8-K dated and filed on January 27, 2015. Commission File No. 001-09618.

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10.10			Amendment No. 5 to the Note Purchase Agreement, dated as of October 30, 2015, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, Deutsche Bank AG, New York Branch, as a managing agent and as a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on November 4, 2015. Commission File No. 001-09618.

10.11			Amendment No. 6 to the Note Purchase Agreement, dated as of February 24, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated February 24, 2016 and filed on February 29, 2016. Commission File No. 001-09618.

10.12			Amendment No. 7 to the Note Purchase Agreement, dated as of May 27, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated May 27, 2016 and filed on June 2, 2016. Commission File No. 001-09618.

10.13			Amendment No. 8 to the Note Purchase Agreement, dated as of November 18, 2016, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Corp., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Current Report on Form 8-K dated November 18, 2016 and filed on November 22, 2016. Commission File No. 001-09618.

10.14			Amendment No. 9 to the Note Purchase Agreement, dated as of May 31, 2017, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Ltd., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to Form 8-K dated May 31, 2017 and filed on June 1, 2017. Commission File No. 001-09618.

10.15			Amendment No. 10 to the Note Purchase Agreement and Amendment No. 1 to Fifth Amended and Restated Fee Letter, dated as of December 21, 2017, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Ltd., as a conduit purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated December 21, 2017 and filed on December 22, 2017. Commission File No. 001-09618.

10.16			Amendment No. 11 to the Note Purchase Agreement, dated as of November 28, 2018, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.2 to the Current Report on Form 8-K dated November 30, 2018 and filed on November 30, 2018. Commission File No. 001-09618.

10.17			Amendment No. 12 to the Note Purchase Agreement, dated as of April 12, 2019, among Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, New York Life Insurance Company, as a managing agent and a committed purchaser, New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, and Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser. Filed as Exhibit 10.2 to the Current Report on Form 8-K dated April 15, 2019 and filed on April 15, 2019. Commission File No. 001-09618.

10.18			Trust Agreement, dated November 2, 2011, between Navistar Financial Securities Corporation, as Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee. Filed as Exhibit 10.2 to Current Report on Form 8-K dated and filed on November 7, 2011. Commission File No. 001-09618.

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10.19			Indenture, dated November 2, 2011, between Navistar Financial Dealer Note Master Owner Trust II, as Issuing Entity, and The Bank of New York Mellon, as Indenture Trustee. Filed as Exhibit 10.3 to Current Report on Form 8-K dated November 2, 2011 and filed on November 7, 2011. Commission File No. 001-09618.

10.20			Amendment No. 1 to Indenture, dated as of February 13, 2013, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank, N.A., as indenture trustee. Filed as Exhibit 10.2 to Current Report on Form 8-K dated February 13, 2013 and filed on February 15, 2013. Commission File No. 001-09618.

10.21			Series 2012-VFN Indenture Supplement, dated as of August 29, 2012, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and The Bank of New York Mellon, as indenture trustee. Filed as Exhibit 10.1 to Current Report on Form 8-K dated August 26, 2012 and filed on August 30, 2012. Commission File No. 001-09618.

10.22			Amendment No. 1 to Series 2012-VFN Indenture Supplement, dated as of September 13, 2013, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated September 13, 2013 and filed on September 18, 2013. Commission File No. 001-09618.

10.23			Amendment No. 2 to Series 2012-VFN Indenture Supplement, dated as of January 26, 2015, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee. Filed as Exhibit 10.1 to Current Report on Form 8-K dated January 26, 2015 and filed on January 27, 2015. Commission File No. 001-09618.

10.24			Amendment No. 3 to Series 2012-VFN Indenture Supplement, dated as of May 31, 2017, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee. Filed as Exhibit 10.95 to the Quarterly Report on Form 10-Q for the period ended April 30, 2019, which was dated and filed June 4, 2019. Commission File No. 001-09618.

10.25			Amendment No. 4 to Series 2012-VFN Indenture Supplement, dated as of November 28, 2018, between Navistar Financial Dealer Note Master Owner Trust II, as the issuing entity, and Citibank, N.A. (as successor to The Bank of New York Mellon), as indenture trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated November 30, 2018 and filed on November 30, 2018. Commission File No. 001-09618.

10.26			Series 2018-1 Indenture Supplement to the Indenture, dated as of September 25, 2018, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank, N.A., as indenture trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on September 26, 2018. Commission File No. 001-09618.

10.27			Series 2019-1 Indenture Supplement to the Indenture, dated as of June 19, 2019, between Navistar Financial Dealer Note Master Owner Trust II, as issuing entity, and Citibank, N.A., as indenture trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on June 20, 2019. Commission File No. 001-09618.

10.28			Form of Indemnification Agreement which is executed with all non-employee directors dated December 11, 2007. Filed as Exhibit 10.93 to Annual Report on Form 10-K for the period ended October 31, 2007, which was dated and filed May 29, 2008. Commission File No. 001-09618.

10.29*			Form of Revised Amended and Restated Executive Severance Agreement with all executive officers other than the CEO dated January 1, 2014. Filed as Exhibit 10.91 to Quarterly Report on Form 10-Q for the period ended July 31, 2014, which was dated and filed on September 3, 2014. Commission File No. 001-09618.

10.30*			Form of First Amendment to Executive Severance Agreement. Filed as Exhibit 10.93 to Form 8-K dated December 8, 2015 and filed on December 11, 2015. Commission File No. 001-09618.

10.31			Third Amended and Restated Credit Agreement, dated as of May 27, 2016, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and Bank of America, N.A., as syndication agent. Filed as Exhibit 10.2 to Current Report on Form 8-K dated May 27, 2016 and filed on June 2, 2016. Commission File No. 001-09618.

10.32			Amendment No. 1 to the Third Amended and Restated Credit Agreement, dated as of September 18, 2017, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on September 19, 2017. Commission File No. 001-09618.

10.33			Amendment No. 2 to the Third Amended and Restated Credit Agreement, dated as of December 13, 2017, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A.,as administrative agent, and Bank of America, N.A., as syndication agent. Filed as Exhibit 10.95 to Quarterly Report on Form 10-Q for the period ended January 31, 2018, which was dated and filed on March 8, 2018. Commission File No. 001-09618.

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10.34			Amendment No. 3 to the Third Amended and Restated Credit Agreement, dated as of June 12, 2018, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on June 14, 2018. Commission File No. 001-09618.

10.35			Amendment No. 4, to the Third Amended and Restated Credit Agreement dated as of May 23, 2019, by and among Navistar Financial Corporation and Navistar Financial, S.A. de C.V., Sociedad Financiera De Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on May 28, 2019. Commission File No. 001-09618.

10.36			Fourth Amended and Restated Parents’ Side Agreement, dated as of May 27, 2016, by Navistar International Corporation and Navistar, Inc. for the benefit of the lenders from time to time party to the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.4 to Current Report on Form 8-K dated May 27, 2016 and filed on June 2, 2016. Commission File No. 001-09618.

10.37			Fourth Amended and Restated Parent Guarantee, dated as of May 27, 2016, by Navistar International Corporation in favor of the Administrative Agent for the lenders party to the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.3 to Current Report on Form 8-K dated May 27, 2016 and filed on June 2, 2016. Commission File No. 001-09618.

10.38			Second Amended and Restated Security, Pledge and Trust Agreement, dated as of May 27, 2016, by and between Navistar Financial Corporation and Deutsche Bank Trust Company Americas, individually and as trustee for the holders of the secured obligations under the Third Amended and Restated Credit Agreement. Filed as Exhibit 10.5 to Current Report on Form 8-K dated May 27, 2016 and filed on June 2, 2016. Commission File No. 001-09618.

10.39			Amended and Restated Intercreditor Agreement, dated as of December 2, 2011, by and among Navistar Financial Corporation, a Delaware corporation, Wells Fargo Equipment Finance, Inc., a Minnesota corporation, Deutsche Bank Trust Company Americas, a corporation duly organized and existing under the laws of the State of New York, acting individually and as trustee for the holders of the secured obligations under the Second Amended and Restated Credit Agreement, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders party to the Second Amended and Restated Credit Agreement. Filed as Exhibit 10.5 to Current Report on Form 8-K dated December 2, 2011 and filed December 7, 2011. Commission File No. 001-09618.

10.40			Loan Agreement for the IFA Bonds dated as of October 1, 2010 between Navistar International Corporation and the Illinois Finance Authority (“IFA”) (including as an exhibit thereto, a copy of the Indenture relating to the IFA Bonds dated October 1, 2010 between the IFA and Citibank, N.A., as the Trustee, in order to provide all of the defined terms and other applicable provisions used in the Loan Agreement that are otherwise contained in the Indenture. Filed as Exhibit 10.1(a) to Current Report on Form 8-K dated October 26, 2010 and filed October 27, 2010. Commission File No. 001-09618.

10.41			First Amendment to Loan Agreement, dated November 6, 2017, between Navistar International Corporation and the Illinois Finance Authority. Filed as Exhibit 10.4 to Current Report on Form 8-K dated and filed on November 8, 2017. Commission File No. 001-9618.

10.42			Loan Agreement for the Cook County Bonds dated as of October 1, 2010 by and between Navistar International Corporation and The County of Cook, Illinois (including as an exhibit thereto a copy of the Indenture relating to the Cook County Bonds dated October 1, 2010 by and between The County of Cook, Illinois and Citibank, N.A., as the Trustee, in order to provide all of the defined terms and other applicable provisions used in the Loan Agreement that are otherwise contained in the Indenture). Filed as Exhibit 10.1(b) to Current Report on Form 8-K dated October 26, 2010 and filed October 27, 2010. Commission File No. 001-09618.

10.43			First Amendment to Loan Agreement, dated November 6, 2017, between Navistar International Corporation and The County of Cook, Illinois. Filed as Exhibit 10.3 to Current Report on Form 8-K dated and filed on November 8, 2017. Commission File No. 001-9618.

10.44			Bond Guarantee in respect of the IFA Bonds dated as of October 1, 2010 from Navistar, Inc. to Citibank, N.A., as the Trustee. Filed as Exhibit 10.2(a) to Current Report on Form 8-K dated October 26, 2010 and filed October 27, 2010. Commission File No. 001-09618.

10.45			Bond Guarantee in respect of the Cook County Bonds dated as of October 1, 2010 from Navistar, Inc. to Citibank, N.A., as the Trustee. Filed as Exhibit 10.2(b) to Current Report on Form 8-K dated October 26, 2010 and filed October 27, 2010. Commission File No. 001-09618.

10.46			Second Amended and Restated ABL Credit Agreement, dated August 4, 2017, among Navistar, Inc., as Borrower, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on August 7, 2017. Commission File No. 001-09618.

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10.47*			Indemnification Agreement, dated August 26, 2012, between the Company and Lewis B. Campbell. Filed as Exhibit 10.4 to Current Report on Form 8-K dated August 26, 2012 and filed on August 30, 2012. Commission File No. 001-09618.

10.48			Settlement Agreement, effective as of October 5, 2012, by and among the Company and Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. Filed as Exhibit 10.1 to Current Report on Form 8-K dated October 5, 2012 and filed on October 10, 2012. Commission File No. 001-09618.

10.49			Amendment No. 1, dated as of July 14, 2013, to the Settlement Agreement, effective as of October 5, 2012, by and among the Company and Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. Filed as Exhibit 10.1 to Current Report on Form 8-K dated July 14, 2013 and filed on July 15, 2013. Commission File No. 001-09618.

10.50			Amendment No 2 to the Settlement Agreement, effective as of October 5, 2012, by and among the Company and Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc., as amended on July 14, 2013. Filed as Exhibit 10.6 to Current Report on Form 8-K dated and filed on September 6, 2016. Commission File No. 001-09618.

10.51			Settlement Agreement, effective as of October 5, 2012, by and among the Company and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP. Filed as Exhibit 10.2 to Current Report on Form 8-K dated October 5, 2012 and filed on October 10, 2012. Commission File No. 001-09618.

10.52			Amendment No. 1, dated as of July 14, 2013, to the Settlement Agreement, effective as of October 5, 2012, by and among the Company and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP. Filed as Exhibit 10.2 to Current Report on Form 8-K dated July 14, 2013 and filed on July 15, 2013. Commission File No. 001-09618.

10.53			Amendment No. 2 to the Settlement Agreement, effective as of October 5, 2012, by and among the Company and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP, as amended on July 14, 2013. Filed as Exhibit 10.7 to Current Report on Form 8-K dated and filed on September 6, 2016. Commission File No. 001-09618.

10.54			Agreement, dated as of July 14, 2013, by and among the Company and Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. Filed as Exhibit 10.3 to Current Report on Form 8-K dated July 14, 2013 and filed on July 15, 2013. Commission File No. 001-09618.
10.55			Side Agreement, dated as of June 23, 2014, by and among the Company and Carl C. Icahn, Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Beckton Corp., Hopper Investments LLC, Barberry Corp., High River Limited Partnership, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc. Filed as Exhibit 10.1 to Current Report on Form 8-K dated June 23, 2014 and filed on June 24, 2014. Commission File No. 001-09618.

10.56			Agreement, dated as of July 14, 2013, by and among the Company and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP. Filed as Exhibit 10.4 to Current Report on Form 8-K dated July 14, 2013 and filed on July 15, 2013. Commission File No. 001-09618.

10.57			Side Agreement, dated as of June 23, 2014, by and among the Company and Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Advisors LLC, and MHR Institutional Partners III LP. Filed as Exhibit 10.2 to Current Report on Form 8-K dated June 23, 2014 and filed on June 24, 2014. Commission File No. 001-09618.

10.58			Registration Rights Agreement, effective as of October 5, 2012, by and among the Company and the holders signatory thereto. Filed as Exhibit 10.3 to Current Report on Form 8-K dated October 5, 2012 and filed on October 10, 2012. Commission File No. 001-09618.

E-7



10.59			Amendment No. 1 to Registration Rights Agreement, dated as of September 21, 2016, by and among the Company and the holders signatory thereto. Filed as Exhibit 10.1 to Current Report on Form 8-K dated September 21, 2016 and filed on September 22, 2016. Commission File No. 001-9618.

10.60*			Navistar International Corporation Amended and Restated 2013 Performance Incentive Plan as of December 9, 2019 (marked to indicate all changes from the version effective as of February 11, 2015). Filed as Exhibit 10.1 to Current Report on Form 8-K dated December 9, 2019 and filed on December 11, 2019. Commission File No. 001-09618.

10.61*			Form of Stock Option Grant Notice and Award Agreement. Filed as Exhibit 10.61 to Annual Report on Form 10-K for the period ended October 31, 2012 which was dated and filed on December 19, 2012. Commission File No. 001-09618.

10.62*			Form of Restricted Stock Grant Notice and Award Agreement. Filed as Exhibit 10.62 to Annual Report on Form 10-K for the period ended October 31, 2012 which was dated and filed on December 19, 2012. Commission File No. 001-09618.

10.63*			Form of Deferred Share Unit Award Agreement. Filed as Exhibit 10.63 to Annual Report on Form 10-K for the period ended October 31, 2012 which was dated and filed on December 19, 2012. Commission File No. 001-09618.

10.64*			Form of Share Settled Restricted Stock Unit Grant Notice and Award Agreement. Filed as Exhibit 10.64 to Annual Report on Form 10-K for the period ended October 31, 2012 which was dated and filed on December 19, 2012. Commission File No. 001-09618.

10.65*			Form of Cash Settled Restricted Stock Unit Grant Notice and Award Agreement. Filed as Exhibit 10.67 to Annual Report on Form 10-K for the period ended October 31, 2012 which was dated and filed on December 19, 2012. Commission File No. 001-09618.

10.66*			Form of Cash or Stock Settled Restricted Stock Unit Grant Notice and Award Agreement. Filed as Exhibit 10.87 to Quarterly Report on Form 10-Q for the period ended January 31, 2016 which was dated and filed on March 8, 2016. Commission File No. 001-09618.

10.67*			Form of Restricted Stock Grant Notice and Award Agreement with Non-Competition Provision. Filed as Exhibit 10.84 to Quarterly Report on Form 10-Q for the period ended January 31, 2013 which was dated and filed on March 7, 2013. Commission File No. 001-09618.

10.68*			Form of Performance-Based Stock Unit Grant and Award Agreement. Filed as Exhibit 10.84 to Annual Report on Form 10-K for the period ended October 31, 2015 which was dated and filed on December 17, 2015. Commission File No. 001-09618.

10.69*			Form of Performance Stock Option Grant and Award Agreement. Filed as Exhibit 10.85 to Annual Report on Form 10-K for the period ended October 31, 2015 which was dated and filed on December 17, 2015. Commission File No. 001-09618.

10.70*			Form of Performance-Based Restricted Cash Unit Award Notice and Agreement. Filed as Exhibit 10.88 to Quarterly Report on Form 10-Q for the period ended January 31, 2016 which was dated and filed on March 8, 2016. Commission File No. 001-09618.

10.71*			Amended and Restated Employment and Services Agreement, dated April 22, 2016, among Navistar International Corporation, Navistar, Inc. and Troy A. Clarke. Filed as Exhibit 10.1 to Current Report on Form 8-K dated April 19, 2016 and filed on April 22, 2016. Commission File No. 001-09618.

10.72*			Amendment to Amended and Restated Employment and Services Agreement, dated April 16, 2018, among Navistar International Corporation, Navistar, Inc., and Troy A. Clarke. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated and filed on April 18, 2018. Commission File No. 001-09618.

10.73*			Second Amendment to Amended and Restated Employment and Services Agreement, dated April 24, 2019 and effective as of April 22, 2019, among Navistar International Corporation, Navistar, Inc. and Troy A. Clarke. Filed as Exhibit 10.1 to the Current Report on Form 8-K dated April 26, 2019 and filed on April 26, 2019. Commission File No. 001-09618.

10.74*			Amended and Restated Executive Stock Ownership Program effective November 1, 2013. Filed as Exhibit 10.84 to Annual Report on Form 10-K for the period ended October 31, 2013 which was dated and filed on December 20, 2013. Commission File No. 001-09618.

10.75*			Navistar, Inc. Managerial Retirement Objective Plan, as amended and restated effective June 1, 2016. Filed as Exhibit 10.96 to Quarterly Report on Form 10-Q for the period ended July 31, 2016 which was dated and filed on September 8, 2016. Commission File No. 001-09618.

10.76*			First Amendment, effective January 1, 2017 to the Navistar, Inc. Managerial Retirement Objective Plan, as amended and restated effective June 1, 2016. Filed as Exhibit 10.90 to Quarterly Report on Form 10-Q for the period ended July 31, 2017 which was dated and filed on September 6, 2017. Commission File No. 001-09618.

E-8



10.77*			Navistar, Inc. Supplemental Executive Retirement Plan, as amended and restated effective June 1, 2016. Filed as Exhibit 10.97 to Quarterly Report on Form 10-Q for the period ended July 31, 2016 which was dated and filed on September 8, 2016. Commission File No. 001-09618.

10.78*			First Amendment, effective January 1, 2017, to the Navistar, Inc. Supplemental Executive Retirement Plan, as amended and restated effective June 1, 2016. Filed as Exhibit 10.89 to Quarterly Report on Form 10-Q for the period ended July 31, 2017 which was dated and filed on September 6, 2017. Commission File No. 001-09618.

10.79*			Navistar, Inc. Supplemental Retirement Accumulation Plan, as amended and restated effective June 1, 2016. Filed as Exhibit 10.98 to Quarterly Report on Form 10-Q for the period ended July 31, 2016 which was dated and filed on September 8, 2016. Commission File No. 001-09618.

10.80			Navistar Non-Employee Directors' Deferred Fee Plan amended and restated as of December 9, 2019 (marked to indicate all changes from the version effective as of February 11, 2015). Filed as Exhibit 10.2 to Current Report on Form 8-K dated December 9, 2019 and filed on December 11, 2019. Commission File No. 001-09618.

10.81			Purchase Agreement, dated as of November 2, 2017, among Navistar International Corporation, Navistar, Inc. and J.P. Morgan Securities LLC, as representative of the initial purchasers listed on Schedule 1 thereto. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on November 8, 2017. Commission File No. 001-9618.

10.82			Senior Secured Term Loan Facility Credit Agreement, dated as of November 6, 2017, among Navistar International Corporation, Navistar Inc. and J.P. Morgan Chase Bank, N.A. Filed as Exhibit 10.2 to Current Report on Form 8-K dated and filed on November 8, 2017. Commission File No. 001-9618.

10.83			Amendment No. 1 to the Senior Secured Term Loan Facility Credit Agreement, dated as of January 19, 2018, among Navistar International Corporation, Navistar Inc. and J.P. Morgan Chase Bank, N.A. Filed as Exhibit 10.96 to Quarterly Report on Form 10-Q for the period ended January 31, 2018 which was dated and filed on March 8, 2018. Commission File No. 001-09618.

10.84			Stock Purchase Agreement, dated as of September 5, 2016, by and among Navistar International Corporation and Volkswagen Truck & Bus GmbH. Filed as Exhibit 10.1 to Current Report on Form 8-K dated and filed on September 6, 2016. Commission File No. 001-09618.

10.85			Stockholder Agreement, dated as of September 5, 2016, by and among Navistar International Corporation and Volkswagen Truck & Bus GmbH. Filed as Exhibit 10.2 to Current Report on Form 8-K dated and filed on September 6, 2016. Commission File No. 001-09618.

10.86			DGCL 203 Agreement, dated as of September 5, 2016, by and among Navistar International Corporation and Volkswagen Truck & Bus GmbH. Filed as Exhibit 10.3 to Current Report on Form 8-K dated and filed on September 6, 2016. Commission File No. 001-09618.

10.87			Framework Agreement Concerning Technology Licensing and Supply, dated as of September 5, 2016, between Navistar, Inc. and Volkswagen Truck & Bus GmbH. Filed as Exhibit 10.4 to Current Report on Form 8-K/A dated and filed on September 12, 2016. Commission File No. 001-9618.

10.88			Procurement JV Framework Agreement, dated as of September 5, 2016, by and between Navistar Inc. and Volkswagen Truck & Bus GmbH. Filed as Exhibit 10.5 to Current Report on Form 8-K/A dated and filed on September 12, 2016. Commission File No. 001-9618.

10.89			Stipulation and Agreement of Settlement with certain named plaintiffs in the putative class action lawsuits pending in the United States that were previously consolidated in the United States District Court for the Northern District of Illinois (the “Court”) as In re Navistar MaxxForce Engines Marketing, Sales Practices and Products Liability Litigation, Case No. 1:14-cv-10318. Filed as Exhibit 10.99 to the Quarterly Report on Form 10-Q for the period ended July 31, 2019, which was dated and filed September 4, 2019. Commission File No. 001-09618.

The following documents of Navistar, Inc. are filed herewith:

10.90*			Second Amendment, effective January 1, 2019 to the Navistar, Inc. Managerial Retirement Objective Plan, as amended and restated effective June 1, 2016.

10.91*			Second Amendment, effective January 1, 2019, to the Navistar, Inc. Supplemental Executive Retirement Plan, as amended and restated effective June 1, 2016.

10.92*			First Amendment, effective April 1, 2018, to the Navistar, Inc. Supplemental Retirement Accumulation Plan, as amended and restated effective June 1, 2016.

* Indicates a management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit to this report.

E-9

SECOND AMENDMENT TO THE

NAVISTAR, INC.

MANAGERIAL RETIREMENT OBJECTIVE PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Managerial Retirement Objective Plan, as amended and restated effective June 1, 2016 (the “Plan”); and

WHEREAS, the Company has reserved the right to amend the Plan pursuant to Section 7.3 therein;

NOW THEREFORE BE IT RESOLVED, that by virtue and in exercise of the power to amend the Plan reserved to the Company, the Plan be and is hereby amended, effective as of the dates specified herein, as follows:

1.By amending Section 1.19 of the Plan, effective January 1, 2019, to read in its entirety as follows:

“1.19 ‘RPSE’ shall mean the Navistar, Inc. Retirement Plan for Salaried Employees, as may be amended from time to time, and, on and after January 1, 2017, and prior to January 1, 2019, its continuing benefit structure within the Navistar, Inc. Salaried Employees Pension Plan; and, on and after January 1, 2019, its respective continuing benefit structures within the Navistar, Inc. Salaried Employees Pension Plan No. 1 and within the Navistar, Inc. Salaried Employees Pension Plan No. 2, as they may be amended from time to time.”

2.By amending Section 8 of the Plan, effective as of April 1, 2018, by inserting the below language as Section 8.7 and re-numbering the current Section 8.7 (titled “Responsibility For Legal Effect”) as Section 8.8:


“8.7	Claims and Appeals Procedure Applicable to Applications for Disability Retirement filed on or after April 1, 2018

(a) If and to the extent a claim for benefits under the plan is conditioned upon a determination of disability (excluding any determination made by a party other than the Plan Administrator for purposes other than making a benefit determination under the Plan, such as the provision of Plan benefits to any person who has been determined to be disabled under the Federal Social Security Act or under an employer’s long term disability plan), such claim for benefits shall be processed in accordance with the requirements of ERISA Section 503 applicable to disability claims and the remaining provisions of this Section 8.7.

(b) Notification of Denial of Disability Retirement

In addition to the other general provisions of Section 8.6, the following specific provisions of this Section 8.7(b) shall apply to applications for a Disability Retirement Allowance made on or after April 1, 2018 if applicable pursuant to Section 8.7(a). The written notification of the benefit denial of an application for a Disability Retirement Allowance will set forth, in a manner calculated to be understood by the Participant or beneficiary, the following:

(1) A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

(i) The views presented by the Participant or beneficiary to the Plan Administrator of health care professionals treating the Participant or beneficiary and vocational professionals who evaluated the Participant or beneficiary;

(ii) The views of medical or vocational experts whose advice was obtained on behalf of the Plan Administrator in connection with a Participant or beneficiary’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and

(iii) A disability determination regarding the Participant or beneficiary made under the Federal Social Security Act and presented by the Participant or beneficiary to the Plan Administrator;

(2) If the benefit denial is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Participant or beneficiary’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(3) Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and

(4) A statement that the Participant or beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Participant or beneficiary’s claim for benefits.

(5) The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).

In addition to the other general provisions of Section 8.6, the following specific provisions of this Section 8.7(c) shall apply to appeals for Disability Retirement Allowance applications made on or after April 1, 2018 if applicable pursuant to Section 8.7(a). The written notification of the benefit denial of the appeal will set forth, in a manner calculated to be understood by the Participant or beneficiary, the following:

(1) A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

(iii) A disability determination regarding the Participant or beneficiary made under the Federal Social Security Act and presented by the Participant or beneficiary to the Plan Administrator;

(2) If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Participant or beneficiary’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(4) The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).

(d) Provision of New or Additional Evidence or Rationale to Participant or Beneficiary

(1) Before the Plan Administrator can issue an adverse benefit determination on review of a Disability Retirement Allowance claim that is subject to the provisions of this Section 8.7 pursuant to Section 8.7(a), the Plan Administrator shall provide the Participant or beneficiary, free of charge, any new or additional evidence considered, relied upon, or generated by the Plan Administrator, or other person making the benefit determination (or at the direction of the Plan Administrator, or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or beneficiary a reasonable opportunity to respond prior to that date.

(2) Before the Plan Administrator can issue an adverse benefit determination on review of a Disability Retirement Allowance claim that is subject to the provisions of this Section 8.7 pursuant to Section 8.7(a), based on a new or additional rationale, the Plan Administrator shall provide the Participant or beneficiary, free of charge, with the rationale. Such rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or beneficiary a reasonable opportunity to respond prior to that date.

(e) Deemed Exhaustion for Disability Retirement Applications filed on or after April 1, 2018

(1) Generally, if the Plan or Plan Administrator fails to establish or follow claims procedures consistent with the requirements of Sections 8.6 or 8.7 with respect to a Disability Retirement Allowance claim that is subject to the provisions of this Section 8.7 pursuant to Section 8.7(a), a Participant or beneficiary will be deemed to have exhausted the administrative remedies available under the Plan and shall be entitled to pursue any available remedies under ERISA Section 502(a).

(2) In addition, if the Plan or Plan Administrator fails to strictly adhere to all the requirements of Sections 8.6 or 8.7 with respect to a Disability Retirement Allowance claim that is subject to the provisions of this Section 8.7 pursuant to Section 8.7(a), the Participant or beneficiary is deemed to have exhausted the administrative remedies available under the Plan (unless the violations are “de minimis” in accordance with Department of Labor Regulation § 2560.503-1(l)(2)(ii)). Accordingly, the Participant or beneficiary is entitled to pursue any available remedies under ERISA Section 502(a). If a Participant or beneficiary chooses to pursue remedies under ERISA Section 502, in these circumstances the claim or appeal is deemed denied on review without the exercise of discretion by an appropriate fiduciary.

(f) With respect to a Disability Retirement Allowance claim that is subject to the provisions of this Section 8.7 pursuant to Section 8.7(a), the Plan Administrator shall ensure, with respect to such claims of disability, that all claims are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the decision. Accordingly, no decisions regarding hiring, compensation, termination, promotion, or other similar matters with respect to any individual involved in the claims and appeals process (such as a claims adjudicator or medical or vocational expert) will be made based upon the likelihood that the individual will support the denial of benefits.”

3.By amending the first sentence of Section 2.4 of Supplement A to the Plan, effective January 1, 2019, to read in its entirety as follows:

“The Retirement Plan for Employees of IC Bus, LLC, as may be amended from time to time; and, on and after December 30, 2016, and prior to January 1, 2019, the Navistar, Inc. Salaried Employees Pension Plan; and, on and after January 1, 2019, the Navistar, Inc. Salaried Employees Pension Plan No. 2 (each to the extent they are applicable to participants spun off from the Retirement Plan for Employees of IC Bus, LLC), as they may be amended from time to time, shall specifically be included among the plans and programs described in Section 4.1(c)(4) of the Plan.”

4.By amending the first part of the first sentence of Section 3.4 of Supplement A to the Plan, up to and including the parenthetical “(the “Conway Pension Plan”)”, effective January 1, 2019, to read in its entirety as follows:

* * * * * * *

SECOND AMENDMENT TO THE

NAVISTAR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Supplemental Executive Retirement Plan, as amended and restated effective June 1, 2016 (the “Plan”); and

WHEREAS, the Company has reserved the right to amend the Plan pursuant to Section 6.1 therein;

1.By amending Section 1.19 of the Plan, effective January 1, 2019, to read in its entirety as follows:

“1.19 ‘RPSE’ shall mean the Navistar, Inc. Retirement Plan for Salaried Employees (including the Navistar Financial Corporation Retirement Plan for Salaried Employees that was merged into said plan), as may be amended from time to time: and, on and after January 1, 2017, and prior to January 1, 2019, its continuing benefit structure within the Navistar, Inc. Salaried Employees Pension Plan; and, on and after January 1, 2019, its respective continuing benefit structures within the Navistar, Inc. Salaried Employees Pension Plan No. 1 and within the Navistar, Inc. Salaried Employees Pension Plan No. 2, as they may be amended from time to time.”

2. By amending Section 7 of the Plan, effective as of April 1, 2018, by inserting the below language as Section 7.7 and re-numbering the current Section 7.7 (titled “Responsibility For Legal Effect”) as Section 7.8:


“7.7	Claims and Appeals Procedure Applicable to Applications for Disability Retirement filed on or after April 1, 2018

(b) Notification of Denial of Disability Retirement

In addition to the other general provisions of Section 7.6, the following specific provisions of this Section 7.7(b) shall apply to applications for a Disability Retirement Benefit made on or after April 1, 2018. The written notification of the benefit denial of an application for a Disability Retirement Benefit will set forth, in a manner calculated to be understood by the Participant or beneficiary, the following:

(1) A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

(iii) A disability determination regarding the Participant or beneficiary made under the Federal Social Security Act and presented by the Participant or beneficiary to the Plan Administrator;

(5) The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).

In addition to the other general provisions of Section 7.6, the following specific provisions of this Section 7.7(c) shall apply to appeals for Disability Retirement Benefit applications made on or after April 1, 2018. The written notification of the benefit denial of the appeal will set forth, in a manner calculated to be understood by the Participant or beneficiary, the following:

(1) A discussion of the decision, including an explanation of the basis for disagreeing with or not following:

(iii) A disability determination regarding the Participant or beneficiary made under the Federal Social Security Act and presented by the Participant or beneficiary to the Plan Administrator;

(4) The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).

(d) Provision of New or Additional Evidence or Rationale to Participant or Beneficiary For Disability Retirement Benefit applications filed on or after April 1, 2018

(1) Before the Plan Administrator can issue an adverse benefit determination on review of a Disability Retirement Benefit claim, the Plan Administrator shall provide the Participant or beneficiary, free of charge, any new or additional evidence considered, relied upon, or generated by the Plan Administrator, or other person making the benefit determination (or at the direction of the Plan Administrator, or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or beneficiary a reasonable opportunity to respond prior to that date.

(2) Before the Plan Administrator can issue an adverse benefit determination on review of a Disability Retirement Benefit claim, based on a new or additional rationale, the Plan Administrator shall provide the Participant or beneficiary, free of charge, with the rationale. Such rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Participant or beneficiary a reasonable opportunity to respond prior to that date.

(e) Deemed Exhaustion for Disability Retirement Applications filed on or after April 1, 2018

(1) Generally, if the Plan or Plan Administrator fails to establish or follow claims procedures consistent with the requirements of Sections 7.6 or 7.7, a Participant or beneficiary will be deemed to have exhausted the administrative remedies available under the Plan and shall be entitled to pursue any available remedies under ERISA Section 502(a).

(2) In addition, if the Plan or Plan Administrator fails to strictly adhere to all the requirements of Sections 7.6 or 7.7 with respect to a Disability Retirement Benefit claim, the Participant or beneficiary is deemed to have exhausted the administrative remedies available under the Plan (unless the violations are “de minimis” in accordance with Department of Labor Regulation § 2560.503-1(l)(2)(ii)). Accordingly, the Participant or beneficiary is entitled to pursue any available remedies under ERISA Section 502(a). If a Participant or beneficiary chooses to pursue remedies under ERISA Section 502, in these circumstances the claim or appeal is deemed denied on review without the exercise of discretion by an appropriate fiduciary.

(f) The Plan Administrator shall ensure, with respect to claims of disability, that all claims are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the decision. Accordingly, no decisions regarding hiring, compensation, termination, promotion, or other similar matters with respect to any individual involved in the claims and appeals process (such as a claims adjudicator or medical or vocational expert) will be made based upon the likelihood that the individual will support the denial of benefits.”

* * * * * * *

FIRST AMENDMENT TO THE

NAVISTAR, INC.

SUPPLEMENTAL RETIREMENT ACCUMULATION PLAN

WHEREAS, Navistar, Inc. (the “Company”) maintains the Navistar, Inc. Supplemental Retirement Accumulation Plan, as amended and restated effective June 1, 2016 (the “Plan”); and

WHEREAS, the Company has reserved the right to amend the Plan, pursuant to Section 5.1, therein;

NOW THEREFORE, BE IT RESOLVED, that, by virtue and in exercise of the power to amend the Plan reserved to the Company, the Plan is hereby amended, effective as of April 1, 2018, by inserting the below language as Section 7.4:


“7.4	Claims and Appeals Procedure Applicable to Claims for Disability Retirement filed on or after April 1, 2018

(a)

Applicability of Section 503 of ERISA. If and to the extent a claim for benefits under the plan is conditioned upon a determination of disability (excluding any determination made by a party other than the Administrator for purposes other than making a benefit determination under the Plan, such as the provision of Plan benefits to any person who has been determined to be disabled under the Federal Social Security Act or under an employer’s long term disability plan), such claim for benefits shall be processed in accordance with the requirements of Section 503 of ERISA applicable to disability claims.

(b)

Notification of Denial of Disability Retirement. In addition to the other general provisions of Section 7.2, the following specific provisions of this Section 7.4(b) shall apply to Disability Retirement Benefit claims made on or after April 1, 2018. The written notification of the benefit denial of a claim for Disability Retirement Benefits will set forth, in a manner calculated to be understood by the Claimant, the following:


(i)	A discussion of the decision, including an explanation of the basis for disagreeing with or not following:


(A)	The views presented by the Claimant to the Administrator of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;


(B)	The views of medical or vocational experts whose advice was obtained on behalf of the Administrator in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and


(C)	A disability determination regarding the Claimant made under the Federal Social Security Act and presented by the Claimant to the Administrator;


(ii)	If the benefit denial is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;


(iii)	Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and


(iv)	A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits.


(v)	The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).

(c)

Notification of Denial of Disability Retirement Claims on Appeal. In addition to the other general provisions of Section 7.3, the following specific provisions of this Section 7.4(c) shall apply to appeals for Disability Retirement Benefit claims made on or after April 1, 2018. The written notification of the benefit denial of an appeal will set forth, in a manner calculated to be understood by the Claimant, the following:


(vi)	A discussion of the decision, including an explanation of the basis for disagreeing with or not following:


(A)	The views presented by the Claimant to the Administrator of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;


(B)	The views of medical or vocational experts whose advice was obtained on behalf of the Administrator in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and


(C)	A disability determination regarding the Claimant made under the Federal Social Security Act and presented by the Claimant to the Administrator;


(vii)	If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;


(viii)	Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and


(ix)	The notification shall be provided in a culturally and linguistically appropriate manner in accordance with the requirements described in Department of Labor Regulation § 2560.503-1(o).


(d)	Provision of New or Additional Evidence or Rationale to Claimant For Disability Retirement Claims Filed on or after April 1, 2018.

(x)

Before the Administrator can issue an adverse benefit determination on review of a Disability Retirement Benefit claim, the Administrator shall provide the Claimant, free of charge, any new or additional evidence considered, relied upon, or generated by the Administrator, or other person making the benefit determination (or at the direction of the Administrator, or such other person) in connection with the claim. Such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the Claimant a reasonable opportunity to respond prior to that date.

(xi)

Before the Administrator can issue an adverse benefit determination on review of a Disability Retirement Benefit claim, based on a new or additional rationale, the Administrator shall provide the claimant, free of charge, with the rationale. Such rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.


(e)	Deemed Exhaustion for Disability Retirement Claims Filed on or after April 1, 2018.


(xii)	Generally, if the Plan or Administrator fails to establish or follow claims procedures consistent with the requirements of this Article 7, a claimant will be deemed to have exhausted the administrative remedies available under the Plan and shall be entitled to pursue any available remedies under Section 502(a) of ERISA.

(xiii)

In addition, if the Plan or Administrator fails to strictly adhere to all the requirements of this Article 7 with respect to Disability Retirement Benefit claims, the claimant is deemed to have exhausted the administrative remedies available under the Plan (unless the violations are “de minimis” in accordance with Department of Labor Regulation § 2560.503-1(l)(2)(ii)). Accordingly, the Claimant is entitled to pursue any available remedies under Section 502(a) of ERISA. If a Claimant chooses to pursue remedies under Section 502 of ERISA, in these circumstances the claim or appeal is deemed denied on review without the exercise of discretion by an appropriate fiduciary.


(f)	Independence and Impartiality of Claims Adjudicators. The Administrator shall ensure, with respect to claims of disability, that all claims are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the decision. Accordingly, no decisions regarding hiring, compensation,

termination, promotion, or other similar matters with respect to any individual involved in the claims and appeals process (such as a claims adjudicator or medical or vocational expert) will be made based upon the likelihood that the individual will support the denial of benefits.”

* * * *

EXHIBIT 21

NAVISTAR INTERNATIONAL CORPORATION

AND CONSOLIDATED SUBSIDIARIES

______________________________

SUBSIDIARIES OF THE REGISTRANT

AS OF OCTOBER 31, 2019



	STATE OR COUNTRY IN WHICH SUBSIDIARY ORGANIZED

Subsidiaries that are 100% owned:
Navistar, Inc.	Delaware
International of Mexico Holding Corporation	Delaware
Subsidiaries that are less than 100% owned, but considered to be a significant subsidiary:
Navistar Financial, S.A. de C.V. SOFORM E.R.	Mexico
Subsidiaries that are 100% owned by Navistar, Inc.:
Navistar Financial Corporation	Delaware
IC Bus, LLC	Arkansas
Subsidiaries that are 100% owned by Navistar Financial Corporation:
Truck Retail Accounts Corporation	Delaware
Navistar Financial Services Corporation	Delaware
Subsidiaries that are 100% owned by International of Mexico Holding Corporation:
Navistar International B.V.	Netherlands
International Truck and Engine Corporation Cayman Islands Holding Company	Cayman Islands
Subsidiaries that are less than 100% owned by Navistar International B.V., but considered to be a significant subsidiary:
Navistar Canada ULC	Canada
Navistar International Truck Mexico, S. de R.L. de C.V.	Mexico
Subsidiaries that are less than 100% owned by Navistar International Truck Mexico, S. de R.L. de C.V., but considered to be a significant subsidiary:
Navistar International Mexico, S. de R.L. de C.V.	Mexico
Subsidiaries that are less than 100% owned by Navistar International Mexico, S. de R.L. de C.V., but considered to be a significant subsidiary:
Navistar Mexico, S. de R.L. de C.V. (f/k/a Camiones y Motores International de Mexico, S.A. de C.V.)	Mexico
Subsidiaries that are less than 100% owned by International Truck and Engine Corporation Cayman Islands Holding Company, but considered to be a significant subsidiary:
Blue Diamond Parts, LLC	Delaware

Subsidiaries not shown by name in the above listing, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

E-10

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Navistar International Corporation:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 2-70979, 33-26847, 333-29301, 333-77781, 333-86756, 333-86754, 333-113896, 333-162266, 333-166273 and 333-186820) and on Form S-3 (No. 333-213745) of Navistar International Corporation of our reports dated December 17, 2019 with respect to the consolidated balance sheets of Navistar International Corporation and subsidiaries as of October 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended October 31, 2019 and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of October 31, 2019, which reports appear in the October 31, 2019 annual report on Form 10-K of Navistar International Corporation.

/s/ KPMG LLP

Chicago, Illinois

December 17, 2019

E-11

EXHIBIT 24

NAVISTAR INTERNATIONAL CORPORATION AND CONSOLIDATED SUBSIDIARIES

______________________________

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby make, constitute and appoint Troy A. Clarke, Walter G. Borst, and Samara A. Strycker, and each of them acting individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for them and in their name, place and stead, in any and all capacities, to sign Navistar International Corporation's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

SIGNATURES



Signature	Title	Date

/s/ TROY A. CLARKE	Chairman, President and Chief Executive Officer (Principal Executive Officer)	December 17, 2019
Troy A. Clarke

/s/ WALTER G. BORST	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 17, 2019
Walter G. Borst

/s/ SAMARA A. STRYCKER	Senior Vice President and Corporate Controller (Principal Accounting Officer)	December 17, 2019
Samara A. Strycker

/s/ JOSÉ MARIA ALAPONT	Director	December 17, 2019
José Maria Alapont

/s/ STEPHEN R. D'ARCY	Director	December 17, 2019
Stephen R. D'Arcy

/s/ JEFFREY A. DOKHO	Director	December 17, 2019
Jeffrey A. Dokho

/s/ VINCENT J. INTRIERI	Director	December 17, 2019
Vincent J. Intrieri

/s/ RAYMOND T. MILLER	Director	December 17, 2019
Raymond T. Miller

/s/ MARK H. RACHESKY	Director	December 17, 2019
Mark H. Rachesky

/s/ ANDREAS H. RENSCHLER	Director	December 17, 2019
Andreas H. Renschler

/s/ CHRISTIAN SCHULZ	Director	December 17, 2019
Christian Schulz

/s/ KEVIN M. SHEEHAN	Director	December 17, 2019
Kevin M. Sheehan

E-12

EXHIBIT 31.1

CERTIFICATION

I, Troy A. Clarke, certify that:


1.	I have reviewed this annual report on Form 10-K of Navistar International Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 17, 2019

/s/ TROY A. CLARKE

Troy A. Clarke

Chairman, President, and Chief Executive Officer

(Principal Executive Officer)

E-13

EXHIBIT 31.2

CERTIFICATION

I, Walter G. Borst, certify that:


1.	I have reviewed this annual report on Form 10-K of Navistar International Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 17, 2019

/s/ WALTER G. BORST

Walter G. Borst

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

E-14

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Navistar International Corporation (the “Company”) on Form 10-K for the period ended October 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Troy A. Clarke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

Date: December 17, 2019

/s/ TROY A. CLARKE

Troy A. Clarke

Chairman, President, and Chief Executive Officer

(Principal Executive Officer)

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

E-15

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Navistar International Corporation (the “Company”) on Form 10-K for the period ended October 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), I, Walter G. Borst, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 17, 2019

/s/ WALTER G. BORST

Walter G. Borst

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

E-16

EXHIBIT 99.1

Additional Financial Information (Unaudited)

The following additional financial information is provided based upon the continuing interest of certain stockholders and creditors to assist them in understanding our core Manufacturing operations and our Financial Services operations on an after-tax equity basis. Our Manufacturing operations, for this purpose, include our Truck segment, Parts segment, Global Operations segment, and Corporate items. The Manufacturing operations financial information represents non-GAAP financial measures. These non-GAAP financial measures should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The reconciling differences between these non-GAAP financial measures and our GAAP condensed consolidated financial statements in Item 8, Financial Statements, are our Financial Services operations, which are included on an after-tax equity basis. Certain of our subsidiaries in our Manufacturing operations have debt outstanding with our Financial Services operations (“intercompany debt”). In the condensed statements of assets, liabilities, and stockholders' equity (deficit), the intercompany debt is reflected as accounts payable. The change in the intercompany debt is reflected in the Net cash provided by (used in) operating activities in the condensed statements of cash flows.

Condensed Statements of Revenues and Expenses

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2019
(in millions)	Manufacturing Operations		Financial Services Operations			Adjustments			Consolidated Statement of Operations
Sales of manufactured products	$	11,061	$	—		$	—		$	11,061
Finance revenues	—		297			(107		)	190
Sales and revenues, net	11,061		297			(107		)	11,251
Costs of products sold	9,245		—			—			9,245
Restructuring charges	12		—			—			12
Asset impairment charges	7		—			—			7
Selling, general and administrative expenses	840		100			(6		)	934
Engineering and product development costs	319		—			—			319
Interest expense	207		105			—			312
Other expense (income), net	296		(31		)	(101		)	164
Total costs and expenses	10,926		174			(107		)	10,993
Equity in income of non-consolidated affiliates	4		—			—			4
Income before equity income from financial services operations and income taxes	139		123			—			262
Equity income from financial services operations	99		—			(99		)	—
Income from continuing operations before income tax	238		123			(99		)	262
Income tax benefit (expense)	5		(24		)	—			(19		)
Income from continuing operations	243		99			(99		)	243
Income from discontinued operations, net of tax	—		—			—			—
Net income	243		99			(99		)	243
Less: Net income attributable to non-controlling interests	22		—			—			22
Net income attributable to Navistar International Corporation	$	221	$	99		$	(99	)	$	221

E-17

Condensed Statements of Revenues and Expenses

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2018
(in millions)	Manufacturing Operations			Financial Services Operations			Adjustments			Consolidated Statement of Operations
Sales of manufactured products	$	10,090		$	—		$	—		$	10,090
Finance revenues	—			257			(97		)	160
Sales and revenues, net	10,090			257			(97		)	10,250
Costs of products sold	8,317			—			—			8,317
Restructuring charges	(1		)	—			—			(1		)
Asset impairment charges	13			1			—			14
Selling, general and administrative expenses	737			93			(2		)	828
Engineering and product development costs	297			—			—			297
Interest expense	235			92			—			327
Other (income) expense, net	160			(17		)	(95		)	48
Total costs and expenses	9,758			169			(97		)	9,830
Equity in income of non-consolidated affiliates	—			—			—			—
Income before equity income from financial services operations and income taxes	332			88			—			420
Equity income from financial services operations	71			—			(71		)	—
Income from continuing operations before income taxes	403			88			(71		)	420
Income tax expense	(35		)	(17		)	—			(52		)
Income from continuing operations	368			71			(71		)	368
Income from discontinued operations, net of tax	—			—			—			—
Net income	368			71			(71		)	368
Less: Net income attributable to non-controlling interests	28			—			—			28
Net income attributable to Navistar International Corporation	$	340		$	71		$	(71	)	$	340

E-18

Condensed Statements of Revenues and Expenses

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2017
(in millions)	Manufacturing Operations			Financial Services Operations			Adjustments			Consolidated Statement of Operations
Sales of manufactured products	$	8,428		$	—		$	—		$	8,428
Finance revenues	—			235			(93		)	142
Sales and revenues, net	8,428			235			(93		)	8,570
Costs of products sold	7,037			—			—			7,037
Restructuring charges	3			—			—			3
Asset impairment charges	13			—			—			13
Selling, general and administrative expenses	670			83			(2		)	751
Engineering and product development costs	251			—			—			251
Interest expense	269			86			(4		)	351
Other (income) expense, net	204			(11		)	(87		)	106
Total costs and expenses	8,447			158			(93		)	8,512
Equity in income of non-consolidated affiliates	6			—			—			6
Income (loss) before equity income from financial services operations and income taxes	(13		)	77			—			64
Equity income from financial services operations	62			—			(62		)	—
Income from continuing operations before income taxes	49			77			(62		)	64
Income tax benefit (expense)	5			(15		)	—			(10		)
Income from continuing operations	54			62			(62		)	54
Income from discontinued operations, net of tax	1			—			—			1
Net income	55			62			(62		)	55
Less: Net Income attributable to non-controlling interests	25			—			—			25
Net income attributable to Navistar International Corporation	$	30		$	62		$	(62	)	$	30

E-19

Condensed Statements of Assets, Liabilities, and Stockholders' Equity (Deficit)

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	As of October 31, 2019
(in millions)	Manufacturing Operations			Financial Services Operations		Adjustments			Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	1,328		$	42	$	—		$	1,370
Marketable securities	—			—		—			—
Restricted cash	50			137		—			187
Finance and other receivables, net	348			2,423		(226		)	2,545
Inventories	905			6		—			911
Goodwill	38			—		—			38
Property and equipment, net	942			367		—			1,309
Investments in and advances to financial services operations	668			—		(668		)	—
Investments in non-consolidated affiliates	31			—		—			31
Deferred taxes, net	115			2		—			117
Other assets	386			23		—			409
Total assets	$	4,811		$	3,000	$	(894	)	$	6,917
Liabilities and stockholders' equity (deficit)
Accounts payable	$	1,554		$	13	$	(226	)	$	1,341
Debt	2,932			2,256		—			5,188
Postretirement benefits liabilities	2,103			—		—			2,103
Other liabilities	1,945			63		—			2,008
Total liabilities	8,534			2,332		(226		)	10,640
Stockholders' equity attributable to non-controlling interest	3			—		—			3
Stockholders' equity (deficit) attributable to controlling interest	(3,726		)	668		(668		)	(3,726		)
Total liabilities and stockholders' equity (deficit)	$	4,811		$	3,000	$	(894	)	$	6,917

E-20

Condensed Statements of Assets, Liabilities, and Stockholders' Equity (Deficit)

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	As of October 31, 2018
(in millions)	Manufacturing Operations			Financial Services Operations		Adjustments			Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	1,261		$	59	$	—		$	1,320
Marketable securities	101			—		—			101
Restricted cash	34			91		—			125
Finance and other receivables, net	505			2,259		(101		)	2,663
Inventories	1,102			8		—			1,110
Goodwill	38			—		—			38
Property and equipment, net	1,060			310		—			1,370
Investments in and advances to financial services operations	581			—		(581		)	—
Investments in non-consolidated affiliates	50			—		—			50
Deferred taxes, net	117			4		—			121
Other assets	314			18		—			332
Total assets	$	5,163		$	2,749	$	(682	)	$	7,230
Liabilities and stockholders' equity (deficit)
Accounts payable	$	1,664		$	43	$	(101	)	$	1,606
Debt	3,426			2,041		—			5,467
Postretirement benefits liabilities	2,097			—		—			2,097
Other liabilities	1,902			84		—			1,986
Total liabilities	9,089			2,168		(101		)	11,156
Stockholders' equity attributable to non-controlling interest	5			—		—			5
Stockholders' equity (deficit) attributable to controlling interest	(3,931		)	581		(581		)	(3,931		)
Total liabilities and stockholders' equity (deficit)	$	5,163		$	2,749	$	(682	)	$	7,230

E-21

Condensed Statements of Cash Flows

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2019
(in millions)	Manufacturing Operations			Financial Services Operations			Adjustments			Condensed Consolidated Statement of Cash Flows
Cash flows from operating activities
Net income	$	243		$	99		$	(99	)	$	243
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	131			1			—			132
Depreciation of equipment leased to others	(2		)	63			—			61
Amortization of debt issuance costs and discount	11			8			—			19
Deferred income taxes	(32		)	1			—			(31		)
Asset impairment charges	7			—			—			7
Gain on sales of investments and businesses, net	(56		)	—			—			(56		)
Equity in income of non-consolidated affiliates	(4		)	—			—			(4		)
Equity in income of financial services affiliates	(99		)	—			99			—
Dividends from financial services operations	20			—			(20		)	—
Dividends from non-consolidated affiliates	2			—			—			2
Change in intercompany receivables and payables	53			(53		)	—			—
Other, net	121			(44		)	—			77
Net cash provided by operating activities	395			75			(20		)	450
Cash flows from investing activities
Purchases of marketable securities	—			—			—			—
Sales of marketable securities	—			—			—			—
Maturities of marketable securities	102			—			—			102
Capital expenditures	(132		)	(2		)	—			(134		)
Purchase of equipment leased to others	(3		)	(149		)	—			(152		)
Other investing activities	103			13			—			116
Net cash provided by (used in) investing activities	70			(138		)	—			(68		)
Net cash provided by (used in) financing activities	(373		)	95			20			(258		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(9		)	(3		)	—			(12		)
Increase in cash, cash equivalents and restricted cash	83			29			—			112
Cash, cash equivalents and restricted cash at beginning of the year	1,295			150			—			1,445
Cash, cash equivalents and restricted cash at end of the year	$	1,378		$	179		$	—		$	1,557

E-22

Condensed Statements of Cash Flows

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2018
(in millions)	Manufacturing Operations			Financial Services Operations			Adjustments			Condensed Consolidated Statement of Cash Flows
Cash flows from operating activities
Net income	$	368		$	71		$	(71	)	$	368
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization	139			1			—			140
Depreciation of equipment leased to others	17			54			—			71
Amortization of debt issuance costs and discount	22			9			—			31
Deferred income taxes	6			(2		)	—			4
Asset impairment charges	13			1			—			14
Equity in income of financial services affiliates	(71		)	—			71			—
Dividends from financial services operations	—			—			—			—
Dividends from non-consolidated affiliates	5			—			—			5
Change in intercompany receivables and payables	(84		)	84			—			—
Other, net	2			(368		)	—			(366		)
Net cash provided by (used in) operating activities	417			(150		)	—			267
Cash flows from investing activities
Purchases of marketable securities	(251		)	—			—			(251		)
Sales of marketable securities	460			—			—			460
Maturities of marketable securities	60			—			—			60
Capital expenditures	(112		)	(1		)	—			(113		)
Purchase of equipment leased to others	(93		)	(139		)	—			(232		)
Other investing activities	2			8			—			10
Net cash provided by (used in) investing activities	66			(132		)	—			(66		)
Net cash provided by financing activities	137			277			—			414
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(15		)	5			—			(10		)
Increase in cash, cash equivalents and restricted cash	605			—			—			605
Cash, cash equivalents and restricted cash at beginning of the year	690			150			—			840
Cash, cash equivalents and restricted cash at end of the year	$	1,295		$	150		$	—		$	1,445

E-23

Condensed Statements of Cash Flows

Navistar International Corporation

(Manufacturing operations with financial services operations on an after-tax equity basis)



	For the Year Ended October 31, 2017
(in millions)	Manufacturing Operations			Financial Services Operations			Adjustments			Consolidated Statement of Operations
Cash flows from operating activities
Net income	$	55		$	62		$	(62	)	$	55
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	148			2			—			150
Depreciation of equipment leased to others	24			49			—			73
Amortization of debt issuance costs and discount	37			12			—			49
Deferred income taxes	(3		)	(3		)	—			(6		)
Asset impairment charges	13			—			—			13
Gain on sales of investments and businesses, net	(5		)	—			—			(5		)
Equity in income of non-consolidated affiliates	(6		)	—			—			(6		)
Equity in income of financial services operations	(62		)	—			62			—
Dividends from financial services operations	8			—			(8		)	—
Dividends from non-consolidated affiliates	7			—			—			7
Change in intercompany receivables and payables	(106		)	106			—			—
Other, net	(100		)	(121		)	—			(221		)
Net cash provided by operating activities	10			107			(8		)	109
Cash flows from investing activities
Purchases of marketable securities	(1,011		)	—			—			(1,011		)
Sales of marketable securities	652			7			—			659
Maturities of marketable securities	28			—			—			28
Capital expenditures	(101		)	(1		)	—			(102		)
Purchase of equipment leased to others	(84		)	(53		)	—			(137		)
Other investing activities	29			14			—			43
Net cash used in investing activities	(487		)	(33		)	—			(520		)
Net cash provided by (used in) financing activities	389			(59		)	8			338
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5		)	2			—			(3		)
Increase (decrease) in cash, cash equivalents and restricted cash	(93		)	17			—			(76		)
Cash, cash equivalents and restricted cash at beginning of the year	783			133			—			916
Cash, cash equivalents and restricted cash at end of the year	$	690		$	150		$	—		$	840

E-24

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Form 10-K NAVISTAR INTERNATIONAL For: Oct 31

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