UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 8-K


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CURRENT REPORT


Pursuant to Section 13 or 15(d) of the


Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): March 8, 2019


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NAVISTAR INTERNATIONAL CORPORATION


(Exact name of registrant as specified in its charter)


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Delaware1-961836-3359573(State or other jurisdiction ofincorporation or organization)(Commission File No.)(I.R.S. EmployerIdentification No.)


2701 Navistar DriveLisle, Illinois60532(Address of principal executive offices)(Zip Code)





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


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


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


o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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





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





Emerging Growth Company ☐





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











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ITEM 7.01 REGULATION FD DISCLOSURE


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


On July 30, 2018, Navistar Financial Corporation (“NFC”), an indirect wholly owned finance subsidiary of Navistar International Corporation (the “Company”), entered into a Joinder Agreement to the Third Amended and Restated Credit Agreement, dated as of May 27, 2016 (as amended, the “Credit Agreement”), by and among NFC and Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada, a Mexican corporation, as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, pursuant to which NFC borrowed an aggregate principal amount of $400,000,000 under a new seven-year senior secured term loan facility (the “Term Loan B”).  In connection with the Credit Agreement and the Term Loan B, NFC is providing the lenders thereunder with the Unaudited Consolidated Financial Statements and Management’s Discussion and Analysis as of January 31, 2019 (the “NFC Financial Statements”), which are attached as Exhibit 99.1 to this Current Report and are incorporated by reference herein.


NFC is not subject to the informational requirements of the Exchange Act and the preparation and filing of this Current Report by the Company shall in no way be interpreted as an undertaking on the part of either the NFC or the Company to have NFC otherwise comply with the reporting requirements and the related rules and regulations of the Exchange Act. The NFC Financial Statements were prepared in accordance with U.S. generally accepted accounting principles and not otherwise in a manner designed to comply with all of the rules and regulations of the Exchange Act that would be applicable to NFC if it was required to file reports under the Exchange Act.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d)Exhibits


Exhibit No.Description99.1Navistar Financial Corporation Unaudited Consolidated Financial Statements and Management's Discussion and Analysis as of January 31, 2019


Forward-Looking Statements


Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements only speak as of the date of this report and the company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as believe, expect, anticipate, intend, plan, estimate, or similar expressions. These statements are not guarantees of performance or results and they involve risks, uncertainties, and assumptions. For a further description of these factors, see the risk factors set forth in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended October 31, 2018. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.








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SIGNATURE


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


NAVISTAR INTERNATIONAL CORPORATION(Registrant)


By:/s/ WALTER G. BORSTName:Walter G. BorstTitle:Executive Vice President andChief Financial Officer


Dated: March 8, 2019