Consolidated Financial Statements and Management’s Discussion and Analysis for the Year Ended


October 31, 2018


























NAVISTAR FINANCIAL CORPORATION





A WHOLLY-OWNED SUBSIDIARY OF NAVISTAR, INC., WHICH IS A WHOLLY-OWNED SUBSIDIARY OF NAVISTAR INTERNATIONAL CORPORATION








2701 Navistar Drive, Lisle, IL 60532





Telephone number  (331) 332-4000




















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NAVISTAR FINANCIAL CORPORATION


AND SUBSIDIARIES














INDEX





PageReferenceBusiness3Access to Public Information3Properties3Common Equity and Related Shareowner Matters3Management's Discussion and Analysis of Financial Condition and Results of Operations4Consolidated Financial Statements15








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Business





Navistar Financial Corporation was incorporated in Delaware in 1949 and is a wholly-owned subsidiary of Navistar, Inc., which is a wholly-owned subsidiary of Navistar International Corporation (“NIC”).  As used herein, “us,” “we,” “our” or “NFC” refers to Navistar Financial Corporation and its wholly-owned subsidiaries unless the context otherwise requires.





We are a commercial financing organization that provides wholesale financing, and select retail and lease financing, in the United States for sales of new and used trucks sold by Navistar, Inc. and its dealers.  We also finance wholesale accounts and select retail accounts receivable of Navistar, Inc. (“accounts”).  NFC manages the relationship with Navistar Capital, a BMO Financial Group program of BMO Harris Bank N.A. and Bank of Montreal.  BMO Harris Bank N.A. is our third-party preferred source of retail and lease customer financing for equipment offered by us and our dealers in the U.S. NFC also facilitates financing relationships in other countries to support NIC’s global operations.





Finance receivables are initially funded under a senior bank credit facility. Eligible receivables are then pooled and sold to banks or other investors through various special purpose entities while we continue to service the receivables thereafter. These securitizations receive on-balance sheet accounting treatment whereby we record the interest revenue earned on the finance receivables, and the interest expense paid on secured borrowings issued in connection with the finance receivables sold.  (See Management’s Discussion and Analysis  of Financial Condition and Results of Operations, for a further explanation of securitized receivables).








Access to Public Information





The financial results of NFC and Navistar, Inc. are included in the consolidated financial statements of NIC which are made available, free of charge, through NIC’s website, www.navistar.com , as soon as reasonably practicable after filing with the Securities and Exchange Commission (“SEC”).








Properties





NFC properties principally consist of office space at the NIC world headquarters in Lisle, Illinois. The office equipment owned and in use by us is not significant in relation to the total assets of NFC.








Common Equity and Related Shareowner  Matters





As of October 31, 2018 , Navistar, Inc. owned all shares of our issued and outstanding capital stock.  No shares are reserved for officers and employees, or for options, warrants, conversions and other rights.  We paid dividends of zero, zero and $135.0 million  to Navistar, Inc. in fiscal 2018, 2017 and 2016, respectively.  In 2016, capital of $85.0 million was returned to Navistar, Inc. Navistar, Inc. did not make any capital contributions to NFC in fiscal 2018, 2017 or 2016.





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Management’s Discussion and Analysis of Financial Condition and Results of Operations








Forward-Looking Statements





Information provided and statements contained in this report that are not purely historical are forward-looking statements.  You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such forward-looking statements only speak as of the date of this report and NFC assumes no obligation to update the information included in this report.  Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy.  These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions.  These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions.  Although we believe that these forward-looking statements are based on reasonable assumptions, many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.





Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide information that is supplemental to, and should be read together with the consolidated financial statements and the accompanying notes presented herein. The information contained herein is intended to assist the reader in obtaining an understanding of our consolidated financial statements, the changes in certain key items in those financial statements during the period reported, the primary factors that accounted for those changes, any known trends or uncertainties that we are aware of that may have a material impact on our future performance, as well as how certain accounting principles affect our consolidated financial statements.








Overview





NFC provides financing for products sold by Navistar, Inc. and its dealers within the United States and earns interest revenue from wholesale notes, retail notes, finance leases, retail accounts, wholesale accounts, secured and unsecured loans to affiliates, and rental income from operating leases.  Our cost of borrowing includes interest expense on debt financing and debt issuance costs on bank credit facilities, asset-backed securities and other secured funding facilities.





Financing revenue increased in 2018 compared to 2017 primarily as a result of higher average portfolio balances and interest rates. Our cost of borrowing increased primarily as a result of higher interest rates as higher funding requirements were offset by higher utilization of the trade payable with Navistar, Inc. Additionally, Income tax expense was favorably impacted by the new tax legislation commonly known as the “Tax Cuts and Jobs Act,” (“Tax Act”).





In December 2017, the maturity of the variable funding notes (“VFN”) facility was extended from May 2018 to December 2018, and the facility capacity was reduced from $425.0 million to $350.0 million. In November 2018, the maturity was extended from December 2018 to May 2020.





During 2018, International Truck Leasing Corporation (“ITLC”) has received new lease funding proceeds of $38.5 million , in aggregate.





In January 2018, the $100.0 million Truck Retail Accounts Corporation (“TRAC”) funding facility was extended from April 2018 to January 2019. In December 2018, the facility was extended to January 2020.





In June 2018, and in accordance with the terms of the bank credit facility, the term loan portion of the facility was paid in full. Additionally, the bank credit facility was amended to increase the maximum permitted term loan portion from $300.0 million to $400.0 million.





In July 2018, NFC issued term loan debt of $400.0 million which matures in July 2025.





In July 2018, NFC funded an intercompany revolving loan agreement with International Truck and Engine Corporation Cayman Islands Holding Company, a subsidiary of NIC organized in the Cayman Islands ("Intercompany Loan") for $150.0 million.





In September 2018, Navistar Financial Securities Corporation (“NFSC”) completed the sale of $300.0 million of two-year investor notes secured by assets of the wholesale note owner trust. Proceeds were used, in part, to replace the $300.0 million of investor notes that matured in September 2018.





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Consolidated Comparison of Business Results





The following table summarizes our consolidated statements of operations and illustrates the key financial indicators used to assess the consolidated financial results.  Financial information is presented for the comparative fiscal years ended October 31 (in millions):


20182017Change% ChangeRevenuesFinancing revenue$94.9$83.8$11.113.2Operating leases and other revenues52.543.29.321.5Total revenues147.4127.020.416.1ExpensesCost of borrowing43.342.40.92.1Credit, collections and administrative18.018.9(0.9)(4.8)Provision for (recovery of) credit losses—0.1(0.1)(100.0)Depreciation on operating leases34.431.82.68.2Other—(0.7)0.7100.0Total expenses95.792.53.23.5Income before taxes51.734.517.249.9Income tax expense10.57.53.040.0Net income$41.2$27.0$14.252.6








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Financing revenue is comprised of interest revenue from the following interest earning assets (in millions):


20182017Change% ChangeWholesale notes$66.9$61.8$5.18.3Retail notes and finance leases2.51.41.178.6Retail and wholesale accounts25.520.64.923.8Total financing revenue$94.9$83.8$11.113.2














Year ended October 31 , 2018 compared to the year ended October 31 , 2017





Financing revenue increased primarily as a result of higher average balances across all finance receivable portfolios and a higher average portfolio interest rate. The average finance receivable portfolio balance increased from $1.1 billion to $1.2 billion .  The average interest rate of the finance receivables portfolio was 7.6% and 7.3% for 2018 and 2017 , respectively.





Operating leases and other revenues includes rental income on operating leases, interest on unsecured loans to affiliates and guarantee fees.  These revenues increased from $43.2 million to $52.5 million primarily as a result of the higher average investment in operating leases and the interest earned on the Intercompany Loan.





Cost of borrowing primarily includes interest expense on Senior and secured borrowings . Cost of borrowing increased from $42.4 million to $43.3 million primarily from higher average interest rates. Higher finance receivables funding requirements were primarily funded by the trade payable carried with Navistar, Inc. The average outstanding debt balance remained constant at $1.0 billion .  Our average interest rates on Senior and secured borrowings were 3.5% and 3.2% for the respective periods in 2018 and 2017 .





Credit, collections and administrative expenses include costs relating to the management and servicing of receivables as well as general business expenses and wages.  These expenses decreased by $0.9 million primarily as a result of certain assets becoming fully depreciated during 2017, partially offset by higher incentive compensation accruals.





Other decreased $0.7 million primarily as a result of lower gains on the sale of vehicle inventory and early terminations of operating leases.





Income tax expense includes federal, state and foreign taxes. Our income tax expense increased as a result of higher pretax profit, partially offset by the impact of the lower federal income tax rate attributed to the Tax Act. Both periods included the release of liabilities related to uncertain tax positions.








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The following table summarizes our consolidated statements of operations and illustrates the key financial indicators used to assess the consolidated financial results.  Financial information is presented for the comparative fiscal years ended October 31, 2017 and 2016 (in millions):


20172016Change% ChangeRevenuesFinancing revenue$83.8$94.1$(10.3)(10.9)Operating leases and other revenues43.260.9(17.7)(29.1)Total revenues127.0155.0(28.0)(18.1)ExpensesCost of borrowing42.446.6(4.2)(9.0)Credit, collections and administrative18.918.50.42.2Provision for (recovery of) credit losses0.1(0.2)0.3N.M.Depreciation on operating leases31.832.9(1.1)(3.3)Other(0.7)(0.8)0.112.5Total expenses92.597.0(4.5)(4.6)Income before taxes34.558.0(23.5)(40.5)Income tax expense7.521.8(14.3)(65.6)Net income$27.0$36.2$(9.2)(25.4)





Financing revenue is comprised of interest revenue from the following interest earning assets (in millions):





20172016Change% ChangeWholesale notes$61.8$71.3$(9.5)(13.3)Retail notes and finance leases1.41.8(0.4)(22.2)Retail and wholesale accounts20.621.0(0.4)(1.9)Total financing revenue$83.8$94.1$(10.3)(10.9)





Percentage changes deemed not meaningful are designated N.M.














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Year ended October 31, 2017 compared to the year ended October 31, 2016





Financing revenue decreased primarily as a result of lower average balances across all finance receivable portfolios, partially offset by a higher average portfolio interest rate. The average finance receivable portfolio balance decreased from $1.4 billion to $1.1 billion.  The average interest rate of the finance receivables portfolio was 7.3% and 6.9% for 2017 and 2016, respectively.





Operating leases and other revenues includes rental income on operating leases, interest on unsecured loans to affiliates and guarantee fees.  These revenues declined from $60.9 million to $43.2 million primarily as a result of the full repayment of the unsecured loans to affiliates in October 2016, which reduced Other revenues by $14.9 million.





Cost of borrowing primarily includes interest expense on Senior and secured borrowings . Cost of borrowing decreased from  $46.6 million to $42.4 million as lower average debt balances relating to our lower finance receivables funding requirements and trade payable carried with Navistar, Inc. were partially offset by higher average interest rates and the write-off of $0.4 million of unamortized debt issuance costs relating to the early extinguishment of a portion of the bank credit facility. The average outstanding debt balance decreased from $1.3 billion to $1.0 billion.  Our average interest rates on Senior and secured borrowings were 3.2% and 2.6% for the respective periods in 2017 and 2016.





Credit, collections and administrative expenses include costs relating to the management and servicing of receivables as well as general business expenses and wages.  These expenses increased by $0.4 million primarily as a result of higher incentive compensation accruals.





Other decreased $0.1 million primarily as a result of lower gains on the sale of vehicle inventory and early terminations of operating leases.





Income tax expense includes federal, state and foreign taxes. Our income tax expense decreased as a result of lower pre-tax profit and the release of liabilities related to uncertain tax positions.











Financial Condition (in millions):


As ofOctober 31, 2018October 31, 2017Change% ChangeCash and cash equivalents$22.7$22.3$0.41.8Finance receivables, net1,563.21,261.4301.823.9Unsecured loans to affiliates150.0—150.0N.M.Net investment in operating leases166.8125.341.533.1Restricted cash and cash equivalents74.092.1(18.1)(19.7)Vehicle inventory4.93.11.858.1Other assets5.48.1(2.7)(33.3)Total assets$1,987.0$1,512.3$474.731.4Net accounts due to affiliates$156.4$78.4$78.099.5Senior and secured borrowings1,437.41,078.3359.133.3Other liabilities41.244.8(3.6)(8.0)Total liabilities1,635.01,201.5433.536.1Total shareowner’sequity352.0310.841.213.3Total liabilities and shareowner’s equity$1,987.0$1,512.3$474.731.4








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Balances as of October 31 , 2018 compared to balances as of October 31, 2017





Finance receivables, net  increased  $301.8 million .  Wholesale notes increased $235.0 million reflecting an increase in dealer inventory levels.  Retail notes and finance leases, net of unearned income, increased by $7.8 million primarily as a result of originations during the period.  Accounts balances increased by $88.1 million , primarily related to retail fleet receivables. Finance receivables from affiliates decreased by $29.1 million related to the pay down of the used truck secured note with Navistar, Inc. Allowance for losses was unchanged.





Unsecured loans to affiliates resulted from the July 2018 Intercompany Loan of $150.0 million.





Restricted cash and cash equivalents  decreased from $92.1 million to $74.0 million . The decrease primarily relates to the decrease in collection account balances.





Vehicle inventory increased from $3.1 million to $4.9 million primarily as a result of additions for off-lease vehicles and repossessions exceeding net sales and impairments.





Other assets decreased from $8.1 million to $5.4 million primarily as a result of the amortization of debt issuance costs related to our revolving funding facilities.





Net accounts due to affiliates increased from $78.4 million to $156.4 million primarily relating to an increase in loan purchases not settled as of period end and an increase in the trade payable balance with Navistar, Inc..





Senior and secured borrowings increased by $359.1 million primarily as a result of the issuance of the $400.0 million term loan that was used, in part, to fund the Intercompany Loan.





Other liabilities decreased from $44.8 million to $41.2 million primarily as a result of the decrease in income tax liabilities resulting from the Tax Act.





Shareowner’s equity increased from $310.8 million to $352.0 million as a result of net income of $41.2 million .








Asset Quality





The following table summarizes delinquencies as a percentage of finance receivables as of October 31: 20182017ChangeDelinquenciesRetail notes and finance leases greater than 60 days.1.1%—%1.1%Wholesale notes greater than 60 days—%—%—%Wholesale accounts greater than 60 days0.2%0.6%(0.4)%Allowance to finance receivables coverage ratio0.1%0.1%—%








At the current retail portfolio level, the ratio of retail notes and finance leases delinquencies greater than 60 days can fluctuate significantly as a result of the performance of any one customer. The fair value of vehicles repossessed for the years ended October 31 , 2018 and 2017 , was $0.9 million and less than $0.1 million, respectively. Wholesale accounts delinquencies can relate to specific customer balances for which Navistar, Inc. has recorded reserves. These delinquencies do not typically reflect a default risk for NFC.








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The allowance to finance receivables coverage ratio shown above remained constant as the primary component for wholesale finance receivables was unchanged.  The average impaired receivables as a percentage of average finance receivables were less than 0.1% for both of the years ended October 31 , 2018 and 2017 , respectively.





The allocation of the Allowance for losses by portfolio segment is as follows (in millions):


October 31,October 31,20182017Retail portfolio$0.1$0.1Wholesale portfolio1.51.5Total$1.6$1.6





NFC evaluates its Allowance for losses based on a pool method for two portfolio segments: retail finance receivables and wholesale finance receivables.  The estimate of the retail portfolio allowance is based upon three factors:  a historical component based upon a weighted average of actual loss experience from the most recent 12 quarters, a specific reserve component, and a qualitative component if we determine that current economic and portfolio quality trends indicate that the historical component may not reflect the appropriate risk. For the wholesale portfolio, an allowance for losses is established using the average loss per occurrence, based on historical losses.





When we identify significant customers as a probable risk of default, we segregate those customers’ receivables from the pool and separately establish a specific reserve based on the market value of the collateral and specific terms of the receivable contracts.  We use the same process in estimating the collateral values as we do in estimating the values of our vehicle inventory.








Financing Environment





Financing Volume and Finance Market Share





Wholesale notes purchased by NFC were $4.4 billion and $3.6 billion for the years ended October 31 , 2018 and October 31 , 2017, respectively.  NFC provides wholesale financing for 100% of new truck inventory sold to Navistar, Inc.’s dealers and distributors through the customary free interest period offered by Navistar, Inc. As of October 31 , 2018 and October 31, 2017 , NFC retained floor plan financing for approximately 74% and 77%, respectively, of the dealers, after the free interest period.





Serviced wholesale notes balances, including the used truck financing, were $1.1 billion and $897.2 million as of October 31 , 2018 and October 31, 2017 , respectively.





NFC’s net retail notes and finance lease originations were $21.4 million and $15.8 million for the years ended October 31 , 2018 and October 31 , 2017, respectively.





Operating lease originations were $91.0 million and $16.6 million for the years ended October 31,  2018 and October 31,  2017 , respectively.





Funds Management





We have traditionally obtained the funds to provide financing to Navistar, Inc.’s dealers and retail customers from the financing of receivables in securitization transactions, bank credit facilities, and other secured funding facilities.  Given our debt ratings and the overall quality of our receivables, the financing of receivables in securitizations has been the most economical source of funding.








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Credit Ratings





NFC’s credit ratings were as follows:


As of October 31, 2018As of October 31, 2017FitchStandard& Poor’sFitchStandard& Poor’sB-B-B-B-Outlook PositiveOutlook PositiveOutlook StableOutlook Stable








Funding Trends





Benchmark interest rates have increased during fiscal 2018. Increased equity or credit market volatility, or tightening of monetary policy by the US Federal Reserve, may increase borrowing rates on our variable rate debt. Credit spreads of our new and amended funding facilities have decreased following NIC’s strategic alliance with TRATON AG (formerly Volkswagen Truck & Bus AG) and certain of its subsidiaries and affiliates, and as a result of NIC’s improved financial performance. This is evidenced by the improved credit spreads on the amendment and extension of the revolving portion of our bank credit facility in September 2017, our VFN facility renewal in November 2018, and the TRAC facility renewal in December 2018. Our borrowing costs can also be impacted by changes in credit rating agency assessments of our debt or the debt of NIC. Our ability to obtain financing at competitive rates depends substantially on the funding opportunities available.

















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Contractual Obligations





The following table provides aggregate information about outstanding contractual obligations and other long-term liabilities as of October 31, 2018 . Secured borrowings are payable solely out of collections on the securitized receivables transferred to the consolidated subsidiary. This asset-backed debt is the legal obligation of the consolidated subsidiary whereby there is no additional recourse to NFC (in millions):





Due in Fiscal2019202020212022After 2022TotalSenior borrowings(1)$4.0$4.0$25.0$4.0$384.0$421.0Secured borrowings(1)285.3700.729.38.71.41,025.4Interest(2)55.540.125.923.562.8207.8Total$344.8$744.8$80.2$36.2$448.2$1,654.2





(1)  Principal only, and excludes offsetting debt issuance costs and original issue discount of $9.0 million.


(2) Amounts represent estimated contractual interest payments on outstanding debt.  Rates in effect as of October 31, 2018 are used for variable rate debt.








Funding Facilities





NFC initially funds finance receivables using its bank credit facility.  In September 2017, the revolving portion of the bank credit facility was amended and extended to a maturity date of September 2021, with the facility maximum amount reduced from $274.7 million to $269.2 million effective in June 2018. In June 2018, and in accordance with the terms of the bank credit facility, the term loan portion of the facility was paid in full. In June 2018, certain leverage covenants and baskets under the bank credit facility were amended to allow for a larger term loan replacement facility. NFC may increase the total facility to a maximum of $700.0 million, subject to obtaining commitments from existing or new lenders.





The availability under the revolver portion of the bank credit facility was as follows as of October 31 (in millions):


20182017Revolver bank loan$269.2$274.7NFC revolving loan utilized(21.0)(127.0)Mexican sub-revolver loan utilized——Total availability$248.2$147.7








In July 2018, NFC entered into a $400.0 million senior secured term loan B facility (“NFC Term Loan”). The NFC Term Loan is secured by a first-priority security interest in certain assets of NFC and ranks equal to that of NFC’s bank credit facility. The initial funding interest rate was LIBOR plus a margin of 3.75%. NFC has the option to use a defined alternate base rate. Debt issuance costs and the original issuance discount of $4.2 million and $2.0 million, respectively, were recorded as a direct deduction from the carrying amount and will amortize through Cost of borrowing - Other over the life of the loan. The NFC Term Loan requires quarterly principal amortization payments of $1.0 million, with the balance due at maturity. The proceeds were used to pay certain fees and expenses in connection with the NFC Term Loan and to fund the Intercompany Loan of $150.0 million. The remainder of the proceeds will be used for other general corporate purposes.





We finance certain receivables through securitizations utilizing the asset-backed public market and private placement sales.  NFC, through these securitizations, has been able to fund its operating needs at rates which are more economical than those available to NFC in the public unsecured bond market.  In a typical securitization transaction, NFC transfers a pool of finance receivables to a bankruptcy-remote, wholly-owned special purpose subsidiary.  The special purpose subsidiary then transfers the receivables to a legally isolated entity, generally a trust, in exchange for cash from the sale of asset-backed securities to investors.  The securities issued by the trust are secured by future collections on the receivables transferred to the trust.  These transactions are structured as sales from a legal standpoint but are treated as on-balance sheet secured borrowings according to current accounting guidance.  NFSC finances wholesale notes through a wholesale note owner trust.








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We use other bankruptcy-remote, wholly-owned special purpose subsidiaries for secured borrowings on other types of assets whereby an interest in the assets is purchased directly by the lender without the use of a trust.  ITLC finances operating leases and certain finance leases, and TRAC finances retail accounts.





NFC securitizes wholesale notes through NFSC, which has in place a wholesale note trust that provides for the funding of eligible wholesale notes.  Components of available wholesale note trust funding facilities were as follows as of October 31 (in millions):


Terminationor Maturity20182017Variable funding notesMay 2020$350.0$425.0Investor notesSeptember 2018—300.0Investor notesJune 2019250.0250.0Investor notesSeptember 2020300.0—Total funding capacity900.0975.0Funding utilized(820.0)(685.0)Total availability$80.0$290.0





In December 2017, the maturity of the VFN facility was extended from May 2018 to December 2018, and the facility capacity was reduced from $425.0 million to $350.0 million.  In November 2018, the maturity of the VFN facility was extended from December 2018 to May 2020.





In June 2017, NFSC completed the sale of $250.0 million of two-year investor notes secured by assets of the wholesale note owner trust. Proceeds were used, in part, to replace the $250.0 million of investor notes that matured in June 2017.  In September 2018, NFSC completed the sale of $300.0 million of two-year investor notes secured by assets of the wholesale note owner trust. Proceeds were used, in part, to replace the $300.0 million of investor notes that matured in September 2018.





ITLC provides for the funding of certain leases. ITLC received new lease funding proceeds of $38.5 million and $31.1 million during the years ended October 31 , 2018 and 2017 , respectively.  As of October 31 , 2018 , the balance of ITLC’s collateralized borrowings secured by operating and finance leases was $105.4 million compared to $94.4 million as of October 31, 2017 .





The $100.0 million TRAC facility provides funding for certain retail accounts. As of October 31 , 2018 and October 31, 2017 , the amount borrowed under this facility was $100.0 million and $100.0 million, respectively. In January 2018, the TRAC funding facility maturity was extended from April 2018 to January 2019. In December 2018, the facility was extended to January 2020.








Critical Accounting Estimates





Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. In connection with the preparation of our consolidated financial statements, we use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.  Our assumptions, estimates and judgments are based on historical experience, current trends and other factors we believe are relevant at the time we prepared our consolidated financial statements.  Our significant accounting policies are discussed in Note 1, Summary of Accounting Policies , to our accompanying consolidated financial statements. We believe that the following policies are the most critical in fully understanding and evaluating our reported results as they require us to make difficult, subjective and complex judgments.  In determining whether an estimate is critical we consider if:





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|• | the nature of the estimates or assumptions contains levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

• the impact of the estimates and assumptions on financial condition or operating performance is material.








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Allowance for losses





The Allowance for losses for finance receivables is established through a charge to the Provision for (recovery of) credit losses .  The allowance is an estimate of the amount required to absorb probable losses on the existing portfolio of finance receivables that may become uncollectible.  Finance receivables are charged off to the Allowance for losses when amounts due from the customers are determined to be uncollectible.  NFC’s estimate of the retail portfolio allowance is based upon three factors: a historical component based upon a weighted average of actual loss experience from the most recent 12 quarters, a specific reserve component, and a qualitative component if we determine that current economic and portfolio quality trends indicate that the historical component may not reflect the appropriate risk. For the wholesale portfolio, an allowance for losses is established using the average loss per occurrence, based on historical losses. To the extent that our judgments about these risk factors and conditions are not accurate, an adjustment to our allowance for losses may materially impact our results of operations or financial condition.





Income taxes





We account for income taxes using the asset and liability method.  Tax laws require certain items to be reported in tax filings at different times than the items are recognized in the consolidated financial statements.  A current liability is recognized for the estimated taxes payable for the current year.  Deferred income taxes represent the future consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.  Deferred income taxes are adjusted for enacted changes in tax laws in the period such changes are enacted.  Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Realization is dependent on generating sufficient future taxable income. Changes in estimates of future taxable income could affect future evaluations. Income tax expense is computed under a tax sharing agreement between us and our parent as if we were a separate taxpayer, as are tax payments and realization of deferred tax assets.  The ultimate recovery of certain of our deferred tax assets is dependent upon the amount and timing of future taxable income and other factors such as the taxing jurisdiction in which the asset is to be recovered.  A high degree of judgment is required to determine if and the extent that valuation allowances should be recorded against deferred tax assets.  We have provided valuation allowances aggregating to $0.8 million and $0.7 million as of October 31, 2018 , and 2017 , respectively, for state deferred tax assets based upon our current assessment of factors described above.





We follow accounting guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. While it is probable that the liability for uncertain tax positions may change during the next 12 months, we do not believe that such change would have a material impact on our financial condition, results of operations, or cash flows.











New Accounting Standards





See Note 1 of Notes to Consolidated Financial Statements





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Consolidated Financial Statements:PageIndependent Auditors’ Report16Consolidated Statements of OperationsYears ended October 31, 2018, 2017 and 201618Consolidated Statements of Financial ConditionAs of October 31, 2018 and 201719Consolidated Statements of Cash FlowsYears ended October 31, 2018, 2017 and 201620Consolidated Statements of Shareowner’s EquityYears ended October 31, 2018, 2017 and 201621Notes to Consolidated Financial Statements22























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Independent Auditors’ Report


The Board of Directors


Navistar Financial Corporation:


We have audited the accompanying consolidated financial statements of Navistar Financial Corporation and its subsidiaries, which comprise the consolidated  statements of financial condition as of October 31, 2018 and 2017 , and the related consolidated statements of operations, shareowner’s equity, and cash flows for each of the years in the three-year period ended October 31, 2018 and the related notes to the consolidated financial statements.


Management’s Responsibility for the Financial Statements


Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.


Auditors’ Responsibility


Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.





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Opinion


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Navistar Financial Corporation  and its subsidiaries as of October 31, 2018 and 2017 , and the results of their operations and their cash flows for each of the years in the three-year period ended October 31, 2018 in accordance with U.S. generally accepted accounting principles.








/s/ KPMG LLP


Chicago, Illinois


December 18, 2018



















































































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Navistar Financial Corporation and Subsidiaries


Consolidated Statements of Operations





For the years endedOctober 31,Millions of dollars201820172016RevenuesWholesale notes interest$66.9$61.8$71.3Retail notes and finance leases revenue2.51.41.8Operating leases revenue43.140.042.8Retail and wholesale accounts interest25.520.621.0Other revenues9.43.218.1Total revenues147.4127.0155.0ExpensesCost of borrowing:Interest expense35.631.335.6Other7.711.111.0Credit, collections and administrative18.018.918.5Provision for (recovery of) credit losses—0.1(0.2)Depreciation on operating leases34.431.832.9Other—(0.7)(0.8)Total expenses95.792.597.0Income before taxes51.734.558.0Income tax expense10.57.521.8Net income$41.2$27.0$36.2








See Notes to Consolidated Financial Statements








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Navistar Financial Corporation and Subsidiaries


Consolidated Statements of Financial Condition





As ofOctober 31,Millions of dollars20182017ASSETSCash and cash equivalents$22.7$22.3Finance receivables, net of unearned income:Finance receivables1,564.81,233.9Finance receivables from affiliates—29.1Allowance for losses(1.6)(1.6)Finance receivables, net1,563.21,261.4Unsecured loans to affiliates150.0—Net investment in operating leases166.8125.3Restricted cash and cash equivalents74.092.1Vehicle inventory4.93.1Other assets5.48.1Total assets$1,987.0$1,512.3LIABILITIES AND SHAREOWNER’S EQUITYNet accounts due to affiliates$156.4$78.4Senior and secured borrowings1,437.41,078.3Other liabilities41.244.8Total liabilities1,635.01,201.5Shareowner’s equityCapital stock ($1 par value, 2,000,000 shares authorized, 1,600,000 sharesissued and outstanding)1.61.6Paid-in capital134.6134.6Retained earnings215.8174.6Total shareowner’s equity352.0310.8Total liabilities and shareowner’s equity$1,987.0$1,512.3








See Notes to Consolidated Financial Statements











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Navistar Financial Corporation and Subsidiaries


Consolidated Statements of Cash Flows For the years endedOctober 31,Millions of dollars201820172016Cash flow from operating activities:Net income$41.2$27.0$36.2Adjustments to reconcile net incometo cash flow from operations:Net (gain) loss on sale, impairment and terminations of property, equipment under operating leases and vehicle inventory(0.5)(1.1)(2.0)Depreciation and amortization40.542.343.8Provision for (recovery of) credit losses—0.1(0.2)Net change in net accounts due to affiliates78.092.3(18.7)Net change in other assets and liabilities1.32.8(3.7)Net cash provided by operating activities160.5163.455.4Cash flow from investing activities:Originations of notes and finance leases held for investment,includes affiliates(4,444.6)(3,665.7)(3,569.5)Net change in restricted cash and cash equivalents18.1(26.9)(10.2)Collections on notes and finance leases held for investment,net of change in affiliate loans and unearned finance income4,230.63,705.83,844.8Net change in finance receivables - accounts(88.1)(42.0)26.3Proceeds from sale of vehicle inventory6.15.513.2Purchase of equipment leased to others(91.0)(16.6)(65.0)Net change in unsecured loans to affiliates(150.0)20.0170.0Proceeds from sale of equipment under operating leases3.310.113.6Net cash (used in) provided by investing activities(515.6)(9.8)423.2Cash flow from financing activities:Net change in revolving component of bank credit facility(106.0)(112.0)(142.0)Principal payments on term component of bank credit facility(75.7)(136.8)(34.0)Proceeds from issuance of term loan, net of discount398.0——Net change in secured revolving credit facilities135.0111.4(147.5)Proceeds from issuance of secured borrowings338.5281.0341.5Payments on secured borrowings(327.4)(284.4)(274.4)Debt issuance costs(6.9)(6.7)(13.1)Dividends paid and capital returned to parent company——(220.0)Net cash provided by (used in) financing activities355.5(147.5)(489.5)Change in cash and cash equivalents0.46.1(10.9)Cash and cash equivalents, beginning of period22.316.227.1Cash and cash equivalents, end of period$22.7$22.3$16.2Supplemental cash flow information:Interest paid$35.4$31.6$34.8Income taxes paid, net of refunds17.917.223.7Transfers of loans and leases to vehicle inventory8.23.724.3Impairments charged to affiliates3.612.810.4








See Notes to Consolidated Financial Statements





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Navistar Financial Corporation and Subsidiaries


Consolidated Statements of Shareowner’s Equity


Millions of dollarsCapital StockPaid-In CapitalRetained EarningsTotalBalance at October 31, 2015$1.6$219.6$246.4$467.62016 Activity:Net income——36.236.2Dividends paid to parent company——(135.0)(135.0)Return of capital paid to parent company—(85.0)—(85.0)Balance at October 31, 2016$1.6$134.6$147.6$283.82017 Activity:Net income——27.027.0Balance at October 31, 2017$1.6$134.6$174.6$310.82018 Activity:Net income——41.241.2Balance at October 31, 2018$1.6$134.6$215.8$352.0








See Notes to Consolidated Financial Statements











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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS











1. SUMMARY OF ACCOUNTING POLICIES





Nature of Operations





Navistar Financial Corporation was incorporated in Delaware in 1949 and is a wholly-owned subsidiary of Navistar, Inc. which is a wholly-owned subsidiary of Navistar International Corporation (“NIC”).  As used herein, “us,” “we,” “our” or “NFC” refers to Navistar Financial Corporation and its wholly-owned subsidiaries unless the context otherwise requires.  NFC is a commercial financing organization that provides wholesale, retail and lease financing for products sold by Navistar, Inc. and its dealers within the United States.  NFC also finances wholesale accounts and selected retail accounts receivable of Navistar, Inc. and facilitates financing arrangements in other countries to support NIC’s global operations.





Revenue includes interest revenue from wholesale notes, retail notes, finance leases, retail accounts, wholesale accounts, secured and unsecured loans to affiliates, and rental income from operating leases. Cost of borrowing includes interest expense on debt financing and amortization of debt issuance costs and original issue discount.





Basis of Presentation and Consolidation





The accompanying consolidated financial statements include the assets, liabilities, revenues and expenses of Navistar Financial Corporation, its wholly-owned subsidiaries and variable interest entities (“VIE”) of which we are the primary beneficiary. The effects of transactions among consolidated entities have been eliminated to arrive at the consolidated amounts.  We have evaluated


subsequent events and transactions for potential recognition or disclosure in the consolidated financial statements through December 18, 2018, the day our consolidated financial statements were available to be issued.





We evaluate our performance and allocate resources based on a single segment concept.  Accordingly, there are no separately identified material operating segments for which discrete financial information is available.  We do not derive revenues from any single non-affiliate customer that represents 10% or more of our total revenues.








Estimates





The preparation of financial statements in conformity with United States generally accepted accounting principles ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates and assumptions are used for, but are not limited to vehicle inventory, net investment in operating leases, allowance for losses and income taxes. Future events and their effects cannot be predicted with certainty, and accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes.  Actual results could differ from the estimates we have used.








Revenue Recognition





Finance Receivables





We recognize revenue from wholesale notes, retail notes, finance leases, retail accounts and wholesale accounts, secured and unsecured loans to affiliates, including amounts received from Navistar, Inc. for reimbursement of interest income for various dealer and buyer incentives, as interest income using the effective interest method.  Loans are considered to be impaired when we conclude it is probable that we will be unable to collect all the contractual interest and principal payments as scheduled after reviewing the customer’s financial performance, payment ability, capital raising potential, management style, economic situation, etc. The accrual of interest is discontinued on impaired loans that are 90 days or more past due.  We resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured.








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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Operating Leases





We recognize revenue on operating leases as rental income on a straight-line basis over the life of the lease.  Recognition of revenue is suspended when we determine the collection of future rental revenue is not probable.  Income recognition is resumed if collection doubts are removed.





Securitization Transactions





We finance receivables using a process commonly known as securitization, whereby asset-backed securities are sold via public offering or private placement.  In a typical securitization transaction, NFC sells a pool of finance receivables to a bankruptcy-remote, special purpose entity (“SPE”).  The SPE then transfers the receivables to a special purpose entity, generally a trust, in exchange for cash from the sale of asset-backed securities to investors.  The securities issued by the trust are secured by future collections on the receivables transferred to the trust.





These transactions are subject to the provisions of Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing , as to accounting treatment.  As of October 31, 2018 and 2017 , the financed receivables, net of allowance for losses, and the associated debt issued are recorded in the consolidated statements of financial condition under Finance receivables and Senior and secured borrowings, respectively. Interest revenue and expense are recorded as earned or incurred in the consolidated statements of operations and debt issuance costs are capitalized and amortized on a level yield basis over the term of the debt. For these on-balance sheet receivables, a Provision for (recovery of) credit losses is recognized for incurred losses.  There are no gains or losses recorded upon transfer and income is earned over the life of the assets transferred.





Wholesale notes are financed through Navistar Financial Securities Corporation (“NFSC”). Retail accounts for customers of Navistar, Inc. are financed through Truck Retail Accounts Corporation (“TRAC”). International Truck Leasing Corporation (“ITLC”) finances operating leases and certain finance leases.





The SPEs’ assets are available to satisfy the creditors’ claims against the assets prior to such assets becoming available for the SPEs’ own uses or to NFC or affiliated companies.  The transfer is structured as a legal sale, and we are under no obligation to repurchase any transferred receivable that becomes delinquent in payment or otherwise is in default.  We are not responsible for credit losses on transferred receivables other than through our ownership of the lowest tranches in the securitization structures. We do not guarantee any securities issued by trusts. We, as seller and the servicer of the finance receivables are obligated to provide certain representations and warranties regarding the receivables.  Should any receivables fail to meet these representations and warranties, we, as seller of the receivables, are required to repurchase the affected receivables.








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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Income Taxes





NIC and its domestic subsidiaries file a consolidated federal income tax return and both combined and separate state income tax returns.  We determine our provision for income taxes using the asset and liability approach for accounting for income taxes. Tax laws require certain items to be reported in tax filings at different times than the items are recognized in the consolidated financial statements. A current liability or receivable is recognized for the estimated taxes payable or receivable for the current year. Deferred income taxes represent the future consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred income taxes are adjusted for enacted changes in tax laws in the period such changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Realization is dependent on generating sufficient future taxable income; changes in estimates of future taxable income could affect future valuations. We recognize an accrual for tax exposures for uncertain tax positions. Income taxes are computed under a tax sharing agreement between us and our parent as if we were a separate taxpayer, as are tax payments and realization of tax assets.





We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions as part of Income tax expense.





Cash and Cash Equivalents





Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less.





Finance Receivables





ASC Topic 942, Financial Services - Depository and Lending , requires companies to report loans and trade receivables not held for sale on the balance sheet at outstanding principal adjusted for any charge-offs, the allowance for losses, fees or costs deferred on origination and any unamortized premiums or discounts on purchased loans. NFC’s retail and wholesale notes, finance leases, retail accounts and wholesale accounts are classified as held for investment. Finance receivables from affiliates may include retail notes, wholesale notes, wholesale accounts and used truck inventory financing.  Our finance receivables consist of the following:





Retail Notes--


Retail notes primarily consist of fixed-rate loans to commercial customers to facilitate their purchase of new and used trucks and related equipment.  At acquisition, we record the retail notes at their gross value (principal and interest) and record, as a reduction to the gross value, the amount of unearned interest.  Revenue is recorded over the term of the note using the effective interest method.





Finance Leases --


Finance leases consist of direct financing leases to commercial customers to facilitate their acquisition of new and used trucks and related equipment.  Finance leases are recorded at origination as gross finance receivable, net of unearned income and the guaranteed residual value of the leased equipment.  Unearned income represents the excess of the gross receivable, plus the guaranteed residual value over the cost of the equipment. Revenue is recorded over the term of the lease using the effective interest method.





Wholesale Notes --


Wholesale notes purchased primarily from Navistar, Inc. consist of variable-rate loans to dealers for the purchase of new and used trucks and related equipment, as well as eligible used truck inventory of Navistar, Inc. in which NFC has a security interest.





Retail Accounts --


Retail accounts purchased from Navistar, Inc. consist of short-term accounts receivables related to the sale of products to commercial customers.








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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Wholesale Accounts --


Wholesale accounts purchased from Navistar, Inc. consist of short-term accounts receivables primarily related to the sales of items other than trucks and related equipment (e.g. service parts) to Navistar, Inc.’s dealers.





Allowance for Losses





The Allowance for losses for finance receivables is established through a charge to the Provision for (recovery of) credit losses .  The allowance is an estimate of the amount required to absorb probable losses on the existing portfolio of finance receivables that may become uncollectible.  Finance receivables are charged off to the Allowance for losses when amounts due from the customers are determined to be uncollectible.





We determined that we have two portfolio segments of finance receivables based on the type of financing inherent to each portfolio. The retail portfolio segment represents loans or leases to end-users for the purchase or lease of vehicles. The wholesale portfolio segment represents loans to dealers to finance their inventory. As the initial measurement attributes and the monitoring and assessment of credit risk or the performance of the receivables are consistent within each of our receivable portfolios, we have determined that each portfolio consists of one class of receivable.





A specific reserve is recorded if it is determined that an account is impaired, and if the value of the underlying collateral is less than the principal balance of the loan. We calculate a general reserve on the remaining loan portfolio by applying loss ratios which are determined using an historical loss experience component based upon a weighted average of actual loss experience from the most recent 12 quarters. At times a qualitative component may be applied if we determine that current economic and portfolio quality trends indicate that the historical component may not reflect the appropriate risk. Losses in our wholesale portfolio occur infrequently as a result of periodic dealer audits and the short-term nature of the portfolio. For the wholesale portfolio, an allowance for losses is established using the average loss per occurrence, based on historical losses.





Payments on accounts with specific reserves are applied against the principal balance of the receivable. In addition, when we identify significant customers at probable risk of default, we segregate those customers’ receivables from the pools and separately evaluate the estimated losses based on the market value of the collateral and specific terms of the receivable contracts.





Under various agreements, Navistar, Inc. and its dealers may be liable for a portion of customer losses or may be required to repurchase the repossessed collateral at the receivable principal value.  The amount of losses we record in our Provision for (recovery of) credit losses does not include any amount for receivables covered under these agreements. Allocation of the losses on the portfolio between us, Navistar, Inc. and dealers is generally dependent on the type of collateral being financed and loss sharing percentages established at the date of financing. Navistar, Inc.’s proportion of total losses depends on a number of factors including the type of collateral financed, the size of the customer exposure and the loss sharing arrangement previously established.





Net Investment in Operating Leases





We have investments in trucks that we acquired to lease to customers under operating lease agreements.  These vehicles are depreciated on a straight-line basis over the term of the lease in an amount necessary to reduce the leased asset to its residual value. The residual values of the equipment represent estimates of the values of the assets at the end of the lease contracts. Recorded amounts of these long-lived assets are periodically evaluated for impairment.








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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Restricted Cash and Cash Equivalents





Restricted cash and cash equivalents are primarily those held in designated bank accounts for our securitization facilities which are accounted for as secured borrowings. These amounts are used to pay interest expense, principal, or other amounts in accordance with the related securitization agreements.  Interest income on short-term cash equivalents which are restricted for on-balance sheet securitizations is included in Other revenues .





Vehicle Inventory





We recognize repossessed assets and the return of equipment under operating leases at the lower of cost or fair value, less estimated remarketing costs and reclassify the net investment from Finance receivables or Net investment in operating leases to Vehicle inventory . Losses arising from the repossession of collateral supporting finance receivables are recognized upon repossession and either charged to Navistar, Inc. under the loss sharing arrangement or charged to the Allowance for losses account. The value of the asset is recorded as Vehicle inventory . Once the repossessed or returned assets are sold, the additional losses or gains, if any, are either charged to Navistar, Inc. under the loss sharing arrangement or charged to Other . Realization of the carrying values is dependent on our future ability to market the vehicles under then prevailing conditions. We review inventory values periodically to determine if recorded amounts are appropriate and have not been impaired. If the value of the equipment has been impaired, the carrying value is reduced and charged to Navistar, Inc. as set forth in Note 2, Transactions with Affiliated Companies .





Postretirement Benefits





We use multiemployer plan accounting for expenses related to NIC’s defined postretirement benefit plans in which we participate. Multiemployer plan accounting provides that assets and liabilities of a plan are recorded only on the parent company and that periodic contributions to the plan made by the participating subsidiary are charged to expense.








Recently Issued Accounting Standards





In November 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-18, “Statement of Cash Flows: Restricted Cash” (Topic 230). This ASU requires that a statement of cash flows explain the change during the period in the total of cash and cash equivalents, including amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. For public business entities, the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. Our effective date for this ASU is November 1, 2019. NFC is not considered a public business entity for purposes of its stand-alone consolidated financial statements. Adoption will require a retrospective transition and we expect to adopt concurrent with NIC. We are currently evaluating the impact of this ASU on our consolidated financial statements.





In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses” (Topic 326). The ASU sets forth an expected credit loss model which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, and certain off-balance sheet credit exposures. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Our effective date is November 1, 2022, with early adoption permitted as of November 1, 2019.  We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and expect to adopt concurrent with NIC.





In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). This ASU requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. The accounting by lessors will remain largely unchanged. For public business entities, this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Our effective date is November 1, 2020. We expect to adopt this ASU in the first quarter of fiscal 2020 concurrent with NIC, on a modified retrospective basis, with the cumulative effect adjustment recognized into retained earnings as of November 1, 2019. We will continue to evaluate the impact of this ASU on our consolidated financial statements.





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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS








In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities” (Subtopic 825-10).  This ASU amends the fair value measurement, impairment measurement, presentation, and related disclosures for certain financial instruments. For public business entities, this ASU is effective for annual and interim reporting periods beginning after December 15, 2017, and early adoption is permitted. Our effective date is November 1, 2019. We do not expect the adoption of this ASU will have a material impact on our consolidated financial statements, and we expect to adopt concurrent with NIC.





In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition.  This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. On July 9, 2015, the FASB deferred the effective date of this update for public business entities to fiscal years beginning after December 15, 2017, with early adoption permitted on the original effective date of fiscal years beginning after December 15, 2016.  Our effective date is November 1, 2019, but we expect to adopt concurrently with NIC on November 1, 2018. Adoption of this ASU is not expected to have a material impact on our consolidated financial statements as financial instruments and leases, which comprise our primary contracts with customers, are excluded from the scope of this ASU.





There was no other recently issued accounting guidance for which we expect a material impact on our consolidated financial statements. Additionally, there was no new accounting guidance adopted during the year ended October 31 , 2018 that had a material impact on our consolidated financial statements.











2. TRANSACTIONS WITH AFFILIATED COMPANIES





Wholesale Notes, Wholesale Accounts and Retail Accounts





In accordance with the agreements between NFC and Navistar, Inc. relating to financing of wholesale notes, wholesale accounts and retail accounts, NFC receives interest income from Navistar, Inc. at rates applied to the average outstanding balances.  In addition, NFC may receive fee income from Navistar, Inc. to adjust for other incremental borrowing costs.  The intercompany agreements are amended from time to time to reflect prevailing market rates and fees. Interest paid by dealers on wholesale notes, if any, plus the payments made by Navistar, Inc. for the typical “interest free” period offered to the dealers are the primary revenues received on wholesale notes.  Substantially all revenues earned on wholesale accounts and retail accounts are received from Navistar, Inc.  Wholesale notes, wholesale accounts and retail accounts purchased by NFC, primarily from Navistar, Inc., were as follows for the years ended October 31 (in millions):


201820172016Wholesale notes$4,423.2$3,649.9$3,552.2Wholesale and retail accounts3,442.73,005.52,879.0Total$7,865.9$6,655.4$6,431.2








In July 2014, NFC began financing eligible used truck inventory of Navistar, Inc. under a secured note for up to $200.0 million at an advance rate of 80%, bearing interest at the prime rate plus 3.25%.  In January 2015, the secured note was amended to increase the maximum commitment to $250.0 million, and in March 2016, the secured note was amended to reduce the advance rate to 65%, and increase the interest rate to the prime rate plus 5.25%. Also under the March 2016 amendment, the maximum commitment of the secured note was reduced to $168.0 million and was further reduced to $125.0 million in December 2016.  In June 2018, the secured note was amended to increase the maximum commitment to $170.0 million and to increase the advance rate for certain used truck loans to 85%.  The secured note matures in September 2021, as amended.  Interest income of $0.1 million , $3.8 million and $9.8 million was earned for the years ended October 31 , 2018 , 2017 and 2016, respectively.  The interest income is recorded





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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





in Wholesale notes interest . The outstanding amount under the used truck inventory financing as of October 31 , 2018 and October 31, 2017 , was zero and $29.1 million, respectively, and is included in Finance receivables from affiliates .





Aggregate interest and fee revenue from Navistar, Inc. for the years ended October 31 , 2018 , 2017 and 2016, was $68.3 million , $58.5 million and $66.3 million, respectively.  The interest and fee revenues are included in Wholesale notes interest and Retail and wholesale accounts interest .





Finance Receivables, Operating Leases and Vehicle Inventory





Under certain circumstances Navistar, Inc. is contractually liable for losses on NFC’s finance receivables and investments in equipment on operating leases, including residual values, and may be required to repurchase the repossessed collateral at the receivable principal unpaid balance or share in the impairment losses or losses on sales of vehicle inventory with NFC.  The allocation of losses (gains) between Navistar, Inc. and NFC on vehicles financed by NFC was as follows for the years ended October 31 (in millions):


201820172016Net credit losses recorded by NFC$—$—$—Net credit losses recorded by Navistar, Inc.0.20.10.2Total net credit losses$0.2$0.1$0.2Impairment losses recorded by NFC$—$—$—Impairment losses recorded by Navistar, Inc.3.612.810.4Total impairment losses$3.6$12.8$10.4Net (gains) losses on sales recorded by NFC$(0.1)$(0.1)$(1.2)Net (gains) losses on sales recorded by Navistar, Inc.0.20.70.2Total net (gains) losses on sales$0.1$0.6$(1.0)








Guarantee Fees and Servicing Revenue





NFC receives fees for its guarantee of revolving debt owed by Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada (“NFM”), a Mexican finance subsidiary of NIC.  Fee amounts are amended from time to time to reflect prevailing market rates and are based on outstanding balances.  These guarantee fees were $1.1 million , $1.1 million and $1.2 million for the years ended October 31,  2018 , 2017 and 2016, respectively, and are recorded in Other revenues .  Concurrently, NFC pays fees to NIC to provide a full backstop guarantee on all losses incurred as a result of NFC’s guarantee of NFM’s debt. Fees paid by NFC for this backstop guarantee for the years ended October 31 , 2018 , 2017 and 2016 were $0.2 million , $0.2 million and $0.2 million, respectively, and are recorded in Credit, collections and administrative .  No losses have been incurred relating to the NFM guarantees. During 2018, NFC was released from all NFM revolving debt guarantees, however, NIC and NFC continue to jointly guarantee any borrowings made by NFM under the Mexican sub-revolver of the NFC bank credit facility. See Note 8, Commitments and Contingencies , for outstanding balances relating to these guarantees.





In April 2015, NFC and NFM entered into a fee agreement whereby NFM pays NFC an administrative fee to offset expenses incurred by NFC relating to accounts collection and servicing for certain export customers.  NFC recorded fees of $0.7 million , $0.3 million and $0.5 million for the years ended October 31 , 2018 , 2017 and 2016, respectively, in Other revenues .








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NAVISTAR FINANCIAL CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Unsecured Loans to Affiliates





On April 1, 2011, NFC entered into a working capital loan agreement with NFM whereby NFC has agreed to lend an aggregate amount not to exceed $100.0 million (at a floating rate equal to the Eurodollar loan rate for each month as set forth in NFC’s bank credit facility).  The agreement renews annually but can be terminated by either party upon advance notice. Lending under this agreement is conditional and subject to a maximum of $20.0 million under the May 2016 bank credit facility, as amended. See Note 7, Senior and Secured Borrowings . There was a balance of zero outstanding on this loan as of October 31,  2018 and October 31, 2017 .  There was interest income of zero, less than $0.1 million and less than $0.1 million for the years ended October 31 , 2018 , 2017 and 2016, respectively, which was recorded in Other revenues .





In November 2011, NFC entered into a revolving loan agreement with International Truck and Engine Corporation Cayman Islands Holding Company, a subsidiary of NIC organized in the Cayman Islands (“Intercompany Loan”).  This agreement has been amended from time to time and the Intercompany Loan outstanding was fully repaid in October 2016. In July 2018, NFC amended the Intercompany Loan, whereby NFC has agreed to lend up to $200.0 million for general corporate purposes. The amended maturity date is September 2021 and the interest rate is LIBOR plus 900 basis points. As of October 31,  2018 , and October 31, 2017 , the outstanding balance was $150.0 million and zero, respectively.  Interest income related to this loan of $4.4 million , zero and $14.9 million was recorded in Other revenues for the years ended October 31,  2018 , 2017 and 2016, respectively.





Support Agreement





As a condition to certain NFC lending agreements, Navistar, Inc. will not permit NFC’s ratio of the sum of consolidated pre-tax income, consolidated interest expense and capital contributions from Navistar, Inc. to consolidated interest expense (“Fixed Charge Coverage Ratio”) to be less than 125% on the last day of any fiscal quarter for the period of four consecutive fiscal quarters then ended.  There were no required contributions under the support agreements during the year ended October 31 , 2018 , 2017 or 2016.  Additionally, certain NFC lending agreements limit the amount of dividends NFC can pay to Navistar, Inc.





Shareowner’s Equity





NFC did not pay dividends to Navistar, Inc. during the year ended October 31, 2018 or 2017 .  During 2016, NFC paid aggregate cash dividends of $135.0 million to Navistar, Inc. and returned capital of $85.0 million to Navistar, Inc.





Net Accounts Due to Affiliates





Net accounts due to affiliates represents the balance of other payables and receivables related to operations, such as Navistar, Inc. dealer credits for parts returns and warranty, and monthly finance fees charged to Navistar, Inc.





Defined Benefit Plans





We provide postretirement benefits to some of our employees and retirees through qualified and non-qualified plans sponsored by NIC.  Costs associated with postretirement benefits include pension and postretirement healthcare expenses for employees, retirees, and surviving spouses and dependents. Generally, the pension plans are non-contributory.  NIC’s policy is to fund the pension plans in accordance with applicable United States government regulations. As of October 31 , 2018 , all legal funding requirements have been met.





The postretirement benefits expense recorded in Credit, collections and administrative for pension and healthcare was $2.6 million , $3.2 million and $3.2 million for the years ended October 31 , 2018 , 2017 and 2016, respectively.  Contributions made to these plans correspond to the postretirement benefit expense recorded.








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Defined Contribution Plans





Our defined contribution plans cover a substantial portion of employees.  The defined contribution plans contain a 401(k) feature and provide a company matching contribution.  Many participants covered by the plans also receive annual company contributions to their retirement account based on an age-weighted percentage of the participant’s eligible compensation for the calendar year. Defined contribution expense pursuant to these plans was $0.5 million , $0.4 million and $0.4 million for the years ended October 31 , 2018 , 2017 and 2016, respectively, and is recorded in Credit, collections and administrative .





Allocated Corporate Expenses





We are charged a proportionate share of certain corporate expenses of NIC primarily for building space and IT services.  These expenses were $4.1 million , $4.0 million and $4.4 million for the years ended October 31 , 2018 , 2017 and 2016, respectively, and are included in Credit, collections and administrative .











3. FINANCE RECEIVABLES





Our primary business is to provide wholesale, retail and lease financing for new and used trucks sold by Navistar, Inc. and Navistar, Inc.’s dealers, and as a result, our receivables and leases have significant concentration in the truck industry.  On a geographic basis, there is not a disproportionate concentration of credit risk in any region of the United States and we perform regular credit evaluations of our dealers and customers.  We retain as collateral an ownership interest in the equipment associated with leases and, on behalf of ourselves and the various trusts, we maintain a security interest in the equipment associated with wholesale notes and retail notes.  As of October 31 , 2018 and October 31, 2017 , no single customer represented a significant concentration of credit risk.





Finance receivables balances as of October 31 are summarized as follows (in millions):


20182017Wholesale notes$1,103.2$868.2Retail notes, net of unearned income24.720.4Finance leases, net of unearned income13.19.6Accounts (includes retail and wholesale)423.8335.7Finance receivables from affiliates, net of unearned income—29.1Total finance receivables1,564.81,263.0Allowance for losses(1.6)(1.6)Total finance receivables, net$1,563.2$1,261.4

















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Contractual maturities of finance receivables as of October 31, 2018 , are summarized as follows (in millions):


Wholesale notesRetail notesFinance leasesAccountsAffiliatesTotalDue in fiscal year:2019$1,103.2$8.4$4.3$423.8$—$1,539.72020—6.55.7——12.22021—5.83.0——8.82022—6.21.5——7.72023—1.7———1.7Thereafter——————Gross finance receivables1,103.228.614.5423.8—1,570.1Unearned finance income—(3.9)(1.4)——(5.3)Finance receivables, net of unearned income$1,103.2$24.7$13.1$423.8$—$1,564.8





The actual cash collections from finance receivables may vary from the contractual cash flows because of sales, prepayments, extensions, delinquencies, credit losses, and renewals.  The contractual maturities, therefore, should not be regarded as a forecast of future collections.








4. ALLOWANCE FOR LOSSES





We have determined there are two portfolio segments of finance receivables based on the type of financing inherent to each segment.  The retail portfolio segment consists of loans or leases to end-users for the purchase or lease of vehicles.  The wholesale portfolio segment consists of loans to dealers to finance their vehicle inventory, service parts and other accounts.  As the initial measurement attributes, assessment of credit risk, and monitoring of the performance of the receivables are consistent within each portfolio, we have determined that each portfolio consists of one class of receivable.








The activity related to our Allowance for losses for finance receivables for the years ended October 31 is summarized as follows (in millions):


Retail portfolio201820172016Allowance for losses, beginning of period$0.1$—$0.2Provision for (recovery of) credit losses—0.1(0.1)Net recoveries (charge-offs)——(0.1)Allowance for losses, end of period$0.1$0.1$—Wholesale portfolio201820172016Allowance for losses, beginning of period$1.5$1.5$1.5Provision for (recovery of) credit losses——(0.1)Net recoveries (charge-offs)——0.1Allowance for losses, end of period$1.5$1.5$1.5Total201820172016Allowance for losses, beginning of period$1.6$1.5$1.7Provision for (recovery of) credit losses—0.1(0.2)Net recoveries (charge-offs)———Allowance for losses, end of period$1.6$1.6$1.5








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The accrual of interest income from non-affiliates is discontinued on impaired loans that are 90 days or more past due resulting from credit related reasons.  Impaired finance receivables include those with specific loss reserves and certain other accounts that are on non-accrual status.  In certain cases, we continue to collect payments on our impaired finance receivables.


The following table sets forth information regarding impaired finance receivables as follows (in millions):


October 31, 2018Retail PortfolioWholesale PortfolioTotalImpaired finance receivables with specific loss reserves$—$—$—Impaired finance receivables without specific loss reserves0.5—0.5Specific loss reserves on impaired finance receivables———Finance receivables on non-accrual status0.5—0.5


October 31, 2017Retail PortfolioWholesale PortfolioTotalImpaired finance receivables with specific loss reserves$—$—$—Impaired finance receivables without specific loss reserves———Specific loss reserves on impaired finance receivables———Finance receivables on non-accrual status———





The allocation of specific loss reserves between NFC and Navistar, Inc. was as follows as of October 31 (in millions):


20182017Specific loss reserves on impaired receivables recorded by NFC$—$—Specific loss reserves recorded by Navistar, Inc.——Total$—$—








The average balance of impaired finance receivables was $0.2 million and $0.1 million for the years ended October 31 , 2018 and 2017 , respectively.





The age analysis is used as the credit quality indicator for finance receivables. Finance receivables with installments less than 30 days outstanding are considered current. Past due amounts reflect the total exposure by contract or customer, depending on the type of receivable.  The age analysis is summarized as follows (in millions):


October 31, 2018Retail PortfolioWholesale PortfolioTotalCurrent$290.1$1,262.8$1,552.930-90 days past due10.60.611.2Over 90 days past due0.50.20.7Total finance receivables$301.2$1,263.6$1,564.8





October 31, 2017Retail PortfolioWholesale PortfolioTotalCurrent$200.4$1,058.3$1,258.730-90 days past due2.50.63.1Over 90 days past due0.30.91.2Total finance receivables$203.2$1,059.8$1,263.0











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Certain finance receivables in our retail portfolio segment have been restructured at below market interest rates pursuant to court order and thereby meet the definition of a troubled debt restructuring. As of October 31,  2018 and October 31, 2017 , the balance of such restructurings was less than $0.1 million and less than $0.1 million, respectively.  NFC has no commitment to lend additional funds to these customers.











5. NET INVESTMENT IN OPERATING LEASES





Net investment in operating leases is summarized as follows as of October 31 (in millions):


20182017Investment in equipment under operating leases$255.6$205.3Less: Accumulated depreciation(92.6)(85.3)Net investment in equipment under operating leases163.0120.0Deferred and receivable rents, net of reserve3.85.3Net investment in operating leases$166.8$125.3





Deferred and receivable rents, net of reserve includes $0.7 million and $0.3 million of reserves for rents past due over 90 days as of October 31 , 2018 and October 31, 2017 , respectively.





Operating leases are tested for impairment whenever circumstances indicate that the carrying value of a lease or group of leases may not be recoverable. If the sum of the estimated undiscounted future cash flows is less than carrying value, then an impairment is recorded for the amount by which carrying value exceeds fair value.  Impairments for the years ended October 31,  2018 , 2017 and 2016 were $2.9 million , $7.4 million and $3.2 million, respectively. The impairments reduced Investment in equipment under operating leases and were charged to Navistar, Inc. See Note 10, Fair value measurements , for the fair value of impaired operating leases.





Future minimum Operating leases revenue is as follows: 2019, $42.9 million; 2020, $27.7 million; 2021, $18.6 million; 2022, $10.3 million, and $2.1 million in 2023.





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6. INCOME TAXES





Taxes on income for the years ended October 31 are summarized as follows (in millions):


201820172016Federal and foreign$12.5$17.3$15.2State and local(1.0)(6.2)1.2Total current11.511.116.4Deferred (federal and state)(1.0)(3.6)5.4Total income tax expense$10.5$7.5$21.8





A reconciliation of the statutory federal income tax expense to recorded income tax expense for the years ended October 31 is as follows (in millions):


201820172016Statutory federal income tax expense$12.1$12.0$20.3Tax Act remeasurement of deferred taxes(1.4)——State income taxes net of federal income taxes(0.5)(4.7)1.4Other0.30.20.1Income tax expense$10.5$7.5$21.8








NFC and its subsidiaries are included in NIC’s consolidated federal income tax returns.  Certain state income tax returns are required to be filed on a separate basis and others are included in various combined filings.  In accordance with its intercompany tax sharing agreement with NIC, all federal income tax liabilities or credits are determined by NFC and its subsidiaries as if NFC filed its own consolidated return.  Income tax expense includes federal, state and foreign income taxes.  Income tax payments, net  of refunds, and including tax sharing payments to NIC were $17.9 million, $17.2 million and $23.7 million during fiscal 2018 , 2017 and 2016 , respectively.  The net amount of federal and state income taxes payable as of October 31, 2018 and 2017 was $11.9 million and $16.6 million, respectively.  Accrued income tax is included in Other liabilities on the consolidated statements of financial condition.








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The net deferred tax liability is included in Other liabilities on the consolidated statements of financial condition.  The components of deferred tax assets and liabilities from operations as of October 31 are as follows (in millions):


20182017Deferred tax assets:Reserves for credit losses$0.4$0.7Secured borrowings24.138.0Other2.84.6Less valuation allowance(0.8)(0.7)Total deferred tax assets26.542.6Deferred tax liabilities:Lease transactions(3.9)(5.6)Equipment under operating lease(24.6)(37.2)Other(1.1)(3.9)Total deferred tax liabilities(29.6)(46.7)Net deferred tax liability$(3.1)$(4.1)





We have incurred net operating losses in certain states where we file separately from NIC.  As a result of those losses and other deferred tax asset positions, we assessed the need for a valuation allowance based on a determination of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income.  Appropriate consideration was given to all available evidence, both positive and negative, in assessing the need for a valuation allowance.  As a result of that assessment, a valuation allowance was established in the amount of $0.8 million and $0.7 million as of October 31, 2018 and 2017 , respectively.  We believe that the remaining deferred tax assets will more likely than not be realized.





We follow accounting guidance which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position (“UTP”) only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. During 2017, we re-analyzed each UTP in an effort to formalize a process for releasing old UTPs. This change in methodology resulted in the release of significant UTPs.





Changes in the gross liability for uncertain tax positions are as follows for the years ended October 31 (in millions):


20182017Liability for uncertain tax positions, beginning of year$6.4$10.7Increase as a result of positions taken in prior periods——Decrease as a result of positions taken in prior periods(2.0)(4.3)Liability for uncertain tax positions, end of year$4.4$6.4





We recognize interest and penalties as part of Income tax expense. Total interest and penalties related to uncertain tax positions included in Income tax expense for the years ended October 31, 2018 , 2017 and 2016 , were a recovery of $0.1 million, a recovery of $3.7 million and an expense of $0.8 million, respectively.  Cumulative interest and penalties related to uncertain tax positions, before the tax effect, included in the consolidated statements of financial condition as of October 31, 2018 and 2017 , were $2.8 million and $2.8 million, respectively.








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As a part of NIC’s consolidated federal income tax returns, we participate in the Compliance Assurance Process, and as such, we have undergone a U.S. federal tax examination and received acceptance letters from the Internal Revenue Service (“IRS”) through October 31, 2017. The possibility of the IRS opening up a closed tax year for additional audit is remote. Also, as a part of NIC or as a separate filing entity, we are subject to examination in various state and foreign jurisdictions over various periods.  In connection with examinations of tax returns, contingencies may arise that generally result from differing interpretations of applicable tax laws and regulations as they relate to the amount, timing, or inclusion of revenues or expenses in taxable income.  We believe we have sufficient accruals for our contingent liabilities.





We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of October 31 , 2018 and October 31, 2017, the amount of liability, excluding interest and penalties, for uncertain tax positions was $4.4 million and $6.4 million, respectively.  If the unrecognized tax benefits are recognized, all would impact our effective tax rate. While it is probable that the liability for uncertain tax positions may change during the next twelve months, we do not believe that such change would have a material impact on our financial condition, results of operations, or cash flows.





On December 22, 2017, The Tax Cuts and Jobs Act (the “Tax Act”) was signed into U.S. law. The Tax Act reduces the statutory corporate income tax rate from 35% to 21%, effective January 1, 2018.  In accordance with Section 15 of the Internal Revenue Code, we have utilized a blended rate of 23.34% for our fiscal tax year by applying the prorated percentage of the number of days prior to and subsequent to the January 1, 2018, effective date. This rate reduction also required NFC to remeasure its deferred taxes as of the date the Tax Act was enacted.  NFC’s U.S. deferred tax liabilities, net of deferred tax assets, were remeasured and decreased by $1.4 million with a corresponding decrease to Income tax expense . NFC is currently evaluating the potential impact of additional provisions of the Tax Act which do not apply until 2019.








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7. SENIOR AND SECURED BORROWINGS





Senior and secured borrowings , net of certain issuance costs,  are summarized as follows as of October 31 (in millions):


Weighted AverageInterest Rate2018201720182017Bank credit facility at variable rates, due September 2021, net of issuance costs of zero and $0.5 million, respectively$21.0$202.27.2%6.0%Term loan, due July 2025, net of issuance costs of $4.1 million and discount of $1.9 million394.0—6.2%—%Borrowings secured by wholesale note asset-backedsecurities at rates currently between 2.9% and 4.6%, due at various dates through September 2020 , net of issuance costs of $3.0 million and $3.3 million, respectively817.0681.73.2%2.5%Borrowings secured by operating and finance leases due serially through January 2024 at rates currently between 3.3% and 4.7%105.494.43.8%3.5%Borrowings secured by retail accounts at a variable rate, matures January 2020100.0100.03.3%2.6%Total senior and secured borrowings$1,437.4$1,078.34.1%3.3%








Borrowings under the revolving portion of the bank credit facility were $21.0 million and $127.0 million as of October 31,  2018 and October 31, 2017 , respectively. Borrowings under the term portion of the bank credit facility were zero and $75.7 million as of October 31,  2018 and October 31, 2017 , respectively.  In December 2016, and in accordance with the terms of the bank credit facility, the revolving portion of the facility was reduced to a maximum of $274.7 million, the term loan portion of the facility was paid down to $81.8 million, and the quarterly principal payments were reduced from $8.5 million to $2.0 million.  In September 2017, the revolving portion of the bank credit facility was amended and extended to a maturity date of September 2021, with the facility maximum amount reduced from $274.7 million to $269.2 million effective in June 2018. In June 2018, and in accordance with the terms of the bank credit facility, the term loan portion of the facility was paid in full. Also in June 2018, certain leverage covenants and baskets under the bank credit facility were amended to allow for a larger term loan replacement facility.





In July 2018, NFC entered into a $400.0 million senior secured term loan B facility (“NFC Term Loan”). The NFC Term Loan is secured by a first-priority security interest in certain assets of NFC and ranks equal to that of NFC’s bank credit facility. The initial funding interest rate was LIBOR plus a margin of 3.75%. NFC has the option to use a defined alternate base rate. Debt issuance costs and the original issuance discount of $4.2 million and $2.0 million, respectively, were recorded as a direct deduction from the carrying amount and will amortize through Cost of borrowing - Other over the life of the loan. The NFC Term Loan requires quarterly principal amortization payments of $1.0 million, with the balance due at maturity.





Borrowings secured by wholesale note asset-backed securities include amounts drawn on the variable funding notes (“VFN”) facility of NFSC of $270.0 million and $135.0 million as of October 31 , 2018 and October 31, 2017 , respectively. In November 2016, the maturity of the VFN facility was extended from May 2017 to November 2017, and the facility capacity was reduced from $500.0 million to $450.0 million. In May 2017, the VFN facility capacity was reduced from $450.0 million to $425.0 million and the maturity was extended from November 2017 to May 2018.  In December 2017, the maturity of the VFN facility was extended from May 2018 to December 2018, and the facility capacity was reduced from $425.0 million to $350.0 million.  In November 2018, the maturity of the VFN facility was extended from December 2018 to May 2020.





In June 2017, NFSC completed the sale of $250.0 million of two-year investor notes secured by assets of the wholesale note owner trust. Proceeds were used, in part, to replace the $250.0 million of investor notes that matured in June 2017.  In September 2018,





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NFSC completed the sale of $300.0 million of two-year investor notes secured by assets of the wholesale note owner trust. Proceeds were used, in part, to replace the $300.0 million of investor notes that matured in September 2018.





ITLC received lease funding proceeds of $38.5 million and $31.1 million during the years ended October 31 , 2018 and 2017 , respectively. As of October 31,  2018 , the balance of ITLC’s collateralized borrowings secured by operating and finance leases was $105.4 million compared to $94.4 million as of October 31, 2017 .





In December 2016, the $100.0 million TRAC funding facility, secured by retail accounts, was renewed to October 2017.  In May 2017, the TRAC funding facility maturity was extended from October 2017 to April 2018.   In January 2018, the TRAC funding facility maturity was extended from April 2018 to January 2019.  In December 2018, the facility was extended to January 2020. As of October 31,  2018 and October 31, 2017 , the amount borrowed under this facility was $100.0 million and $100.0 million, respectively.








The future aggregate annual contractual maturities and required payments of Senior and secured borrowings as of October 31, 2018 , are as follows (in millions):





Year ended October 31,2019$289.32020704.7202154.3202212.720235.4Thereafter380.0Total payments$1,446.4Less: Unamortized issuance costs and discount9.0Senior and secured borrowings$1,437.4











8. COMMITMENTS AND CONTINGENCIES








NFC periodically guarantees the outstanding debt of certain affiliates.  The guarantees allow for diversification of funding sources for NFM.  NFC’s maximum guarantee exposure to this outstanding debt was zero and $142.1 million as of October 31 , 2018 and October 31, 2017 , respectively.  During 2018, NFC was released from all NFM revolving debt guarantees, however, NIC and NFC continue to jointly guarantee any borrowings made by NFM under the Mexican sub-revolver of the NFC bank credit facility. There were no Mexican sub-revolver borrowings as of October 31, 2018 or 2017. See Note 2, Transactions with Affiliated Companies for fees recorded by NFC relating to these guarantees.



































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9. SECURITIZATION TRANSACTIONS





NFC typically sells its finance receivables to its various wholly-owned SPEs in order to fund the financing requirements of Navistar, Inc.’s dealers and customers.  NFC continues to service the receivables thereafter.  In accordance with current accounting guidance , all of these transactions qualify as secured borrowings whereby the receivables transferred and the debt issued are recorded on NFC’s consolidated balance sheets, and we record the related interest revenue earned on the finance receivables and the interest expense paid on the secured borrowings.





The SPEs’ assets are available to satisfy their creditors’ claims prior to such assets becoming available for the SPEs’ own uses or to NFC or affiliated companies.  NFC is under no obligation to repurchase any sold receivable that becomes delinquent in payment or otherwise is in default.  As seller and servicer of the finance receivables, NFC is obligated to provide certain representations and warranties regarding the receivables. Should any receivables fail to meet these representations and warranties, NFC is required to repurchase the affected receivables. These secured borrowings are payable solely out of collections on the finance receivables, operating leases and other assets transferred to those subsidiaries.  The asset-backed debt is the legal obligation of the SPEs whereby there is generally no additional recourse to NFC.  The terms of receivable sales generally require NFC to provide credit enhancements in the form of receivables over-collateralization and/or cash reserves.  The use of such cash reserves by NFC is restricted under the terms of the securitized sales agreements.





Variable interest entities





Asset-backed securities are issued by our SPE NFSC through a wholesale note owner trust.  We consolidate the trust as a VIE since we remain the primary beneficiary of the trust’s assets and liabilities which include the sold receivables and the secured borrowings.  There was no change in the determination to consolidate any other entities during the year ended October 31 , 2018 , and we have not provided any financial or other support that we were not contractually obligated to provide.





Other securitizations





Other SPEs transfer certain receivables, leases and other financial assets directly to investors, in order to secure borrowings.





The following table sets forth the carrying amount of transferred financial assets and (liabilities) of the consolidated VIEs and other securitizations (in millions):


October 31, 2018ConsolidatedVIEOtherSecuritizationsTotalFinance receivables, net$948.8$241.8$1,190.6Net investment in operating leases—89.889.8Restricted cash and cash equivalents28.945.174.0Secured borrowings(820.0)(205.4)(1,025.4)


October 31, 2017ConsolidatedVIEOtherSecuritizationsTotalFinance receivables, net$736.5$162.9$899.4Net investment in operating leases—81.081.0Restricted cash and cash equivalents57.634.592.1Secured borrowings(685.0)(194.4)(879.4)














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10. FAIR VALUE MEASUREMENTS





In accordance with current accounting guidance, we use a three-level valuation hierarchy of fair value measurements based upon the reliability of observable and unobservable inputs used in valuations of fair value.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions.  The use of observable and unobservable inputs result in the following fair value hierarchy of fair value measurements:





lLevel 1 - based upon quoted prices foridenticalinstruments in active markets;lLevel 2 - based upon quoted prices forsimilarinstruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose significant inputs are observable: andlLevel 3 - based upon one or more significant unobservable input





The following section describes the valuation methodologies used to measure fair value, key inputs and significant assumptions:





Retail Notes . The fair values of retail notes are estimated by discounting the future contractual cash flows using the interest rates and credit spreads currently being offered for notes with similar terms.





Finance Receivables from Affiliates . Finance receivables from affiliates may include retail notes, wholesale notes and wholesale accounts for which fair values are estimated separately as described in the respective category.





Senior and Secured Borrowings . The fair values of Senior and Secured Borrowings are estimated by discounting the future contractual cash flows using an estimated discount rate reflecting interest rates and credit spreads currently being offered for debt with similar terms since there is no public market for this debt.





Cash and Cash Equivalents , Wholesale Notes, Accounts (Wholesale and Retail) , Restricted Cash and Cash Equivalents , and Net Accounts Due to Affiliates . The estimated fair values of these financial instruments approximate the respective carrying values as a result of their short-term maturity, variable interest rates or highly liquid nature and are categorized within Level 1 of the hierarchy.








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The following table presents the carrying values and estimated fair values of our financial instruments for which fair value does not approximate the respective carrying value (in millions):


CarryingValueFair ValueOctober 31, 2018TotalLevel 1Level 2Level 3Financial assets:Retail notes$24.7$24.0$—$—$24.0Financial liabilities:Senior and secured borrowings (net of unamortized debt issue costs and discount)1,437.41,446.2——1,446.2CarryingValueFair ValueOctober 31, 2017TotalLevel 1Level 2Level 3Financial assets:Retail notes$20.4$20.5$—$—$20.5Financial liabilities:Senior and secured borrowings (net of unamortized debt issue costs and discount)1,078.31,083.8——1,083.8








As of October 31 , 2018 and October 31, 2017 , NFC held no financial instruments that were measured at fair value on a recurring basis.





There were no transfers of financial instruments between fair value hierarchy levels during the years ended October 31 , 2018 or 2017 .





The following table presents assets that are measured at fair value on a nonrecurring basis as of October 31 (in millions):


20182017Impaired net investment in operating leases$13.3$9.4Vehicle inventory4.93.1





The fair value of impaired net investment in operating leases is determined by discounting the future expected cash flows including the fair value of underlying leased vehicles. The fair value of vehicles for both operating leases and vehicle inventory is determined using dealer vehicle value publications, adjusted for certain market factors, which are Level 2 inputs.











11. LEGAL PROCEEDINGS





We are subject to various claims arising in the ordinary course of business, and are parties to various legal proceedings, which constitute ordinary, routine litigation incidental to our business.  In our opinion, the disposition of these proceedings and claims will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.





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