Obligation Navistar International 8.25% ( US63934EAM03 ) en USD

Navistar International

100 % ⇌

Etas-Unis

US63934EAM03 ( en USD )

8.25% par an ( paiement semestriel )

31/10/2021 - Obligation échue

Prospectus brochure de l'obligation Navistar International US63934EAM03 en USD 8.25%, échue

2 000 USD

1 550 000 000 USD

63934EAM0

CCC+ ( Risque élevé )

Caa1 ( Risque élevé )

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAM03, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2021

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAM03, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAM03, a été notée CCC+ ( Risque élevé ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213745 and 333-213745-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 5, 2016)
$250,000,000

Navistar International Corporation
8.25% Senior Notes due 2021

We are offering $250,000,000 aggregate principal amount of our 8.25% Senior Notes due 2021 (the "notes"). The notes will be issued as additional notes
under the indenture (the "indenture") governing the outstanding $1,200,000,000 in aggregate principal amount of our existing 8.25% Senior Notes due 2021 that we issued
on October 28, 2009 and April 2, 2013 (the "Existing Senior Notes"). The notes will be treated under the indenture as a single series with the Existing Senior Notes and
will have the same terms as the Existing Senior Notes. The notes will have the same CUSIP number and will be fungible with the Existing Senior Notes. Upon the
issuance of the notes, the outstanding aggregate principal amount of our 8.25% Senior Notes due 2021 will be $1,450,000,000. The notes will bear interest at a rate of
8.25% per year, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2017. Interest will accrue on the notes from November 1,
2016 and the initial interest payment to holders of the notes on May 1, 2017 will be the same per note as that to holders of the Existing Senior Notes. The notes will
mature on November 1, 2021. Unless the context otherwise requires, references herein to the notes include both the notes offered hereby and the Existing Senior Notes.
We may redeem the notes, in whole or in part, at the redemption prices described under "Description of Notes--Optional Redemption." If we sell certain of
our assets or experience specific kinds of changes in control, we must offer to repurchase the notes.
The notes will be our senior unsecured obligations and will rank equal in right of payment with our existing and future unsecured senior indebtedness. The
notes will rank senior in right of payment to all of our existing and future subordinated indebtedness. The notes will also be effectively junior to our existing and future
secured indebtedness to the extent of the value of the collateral securing such indebtedness, regardless of whether such indebtedness would otherwise constitute senior
indebtedness. The notes will be effectively junior to the third-party equity interests in our majority-owned dealerships and joint ventures to the extent of those interests.
The notes will be guaranteed on a senior unsecured basis by our principal operating subsidiary, Navistar, Inc. (the "Guarantor"). The guarantee of the notes by the
Guarantor will rank equal in right of payment with any and all of the Guarantor's existing and future indebtedness that is not subordinated in right of payment to such
guarantee, senior in right of payment to any and all of the Guarantor's future indebtedness that is subordinated in right of payment to such guarantee and effectively
subordinated to all existing and future secured indebtedness of the Guarantor to the extent of the value of the collateral securing such indebtedness (regardless of whether
such indebtedness would otherwise constitute senior indebtedness). The notes will be structurally subordinated to all existing and future obligations of those of our
subsidiaries that do not guarantee the notes.
The notes will not be listed on any securities exchange.
For a more detailed description of the notes, see "Description of Notes" beginning on page S-50 of this prospectus supplement.
Investing in the notes involves risks, including those described in the "Risk Factors " section beginning on page S-25 of this
prospectus supplement. You should also consider the risk factors described in the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus.

Per note

Total

Public offering price (1)
100.000%

$250,000,000
Underwriting discounts and commissions
1.500%

$ 3,750,000
Proceeds, before expenses, to us (1)
98.500%

$246,250,000

(1)
Public offering price and proceeds, before expenses, to us do not include the amount of accrued interest on the notes from November 1, 2016, to but
excluding the delivery date. All such pre-issuance accrued interest will be paid by the purchasers of the notes. On May 1, 2017, we will pay this pre-

issuance accrued interest to the holders of the notes on the applicable record date along with interest accrued on the notes from the date of delivery to
May 1, 2017.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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We expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository Trust Company on or about January
18, 2017.
Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
J.P. Morgan
Co-Manager

Citigroup

The date of this prospectus supplement is January 12, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-iii
Certain Defined Terms
S-iv
Market and Industry Data
S-iv
Where You Can Find More Information
S-iv
Summary
S-1
Additional Information
S-15
Summary Consolidated Financial Data
S-16
Risk Factors
S-25
Forward-Looking Statements
S-42
Ratio of Earnings to Fixed Charges
S-44
Use of Proceeds
S-45
Capitalization
S-46
Management
S-48
Description of Notes
S-50
Description of Certain Indebtedness
S-103
Certain U.S. Federal Income Tax Considerations
S-112
Underwriting
S-119
Legal Matters
S-126
Experts
S-126
Incorporation of Certain Documents by Reference
S-126
Selected Consolidating Financial Data
S-127

S-i
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PROSPECTUS

WHERE YOU CAN FIND MORE INFORMATION
1
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
1
FORWARD-LOOKING STATEMENTS
2
OUR COMPANY
4
RISK FACTORS
5
USE OF PROCEEDS
5
RATIO OF EARNINGS TO FIXED CHARGES
6
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
7
DESCRIPTION OF OUR CAPITAL STOCK
23
DESCRIPTION OF DEPOSITARY SHARES
26
DESCRIPTION OF WARRANTS
29
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
31
DESCRIPTION OF UNITS
32
DESCRIPTION OF SUBSCRIPTION RIGHTS
33
PLAN OF DISTRIBUTION
35
LEGAL MATTERS
37
EXPERTS
37

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The
second part is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should
read both this prospectus supplement and the accompanying prospectus, together with additional information described below under the headings
"Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."
If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
Any statement made in this prospectus supplement or in a document incorporated by reference in this prospectus supplement will be
deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus
supplement or in any other subsequently filed document that is incorporated by reference in this prospectus supplement modifies or supersedes that
statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement. See "Incorporation of Certain Documents by Reference."
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus together with any free writing prospectus used in connection with this offering. We have not, and the underwriters have not, authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated
herein and therein by reference is accurate only as of the respective dates of those documents in which the information is contained. Our business,
financial condition, results of operations and prospects may have changed since those dates.

S-iii
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CERTAIN DEFINED TERMS
Unless otherwise indicated or the context otherwise requires, as used in this prospectus supplement:

· "2016 Annual Report" means our Annual Report on Form 10-K for the fiscal year ended October 31, 2016, filed on December 20,

2016;

· "2018 Convertible Notes" means NIC's 4.50% Senior Subordinated Convertible Notes due October 2018;

· "2019 Convertible Notes" means NIC's 4.75% Senior Subordinated Convertible Notes due April 2019;

· "common stock" refers to NIC's common stock, par value $0.10 per share;

· the "Company," "us," "we," "our" and "Navistar" refer collectively to Navistar International Corporation and its consolidated

subsidiaries;

· "mid-range diesel engines" refers to 160-325 horsepower diesel fuel-powered engines;

· "Navistar, Inc." refers to Navistar, Inc., NIC's direct, wholly owned subsidiary through which it conducts the majority of its

manufacturing operations;

· "NFC" refers to Navistar Financial Corporation, a wholly owned subsidiary of Navistar, Inc., which, together with NIC's Mexican

financial services subsidiaries that provide financial services to dealers and customers in Mexico, comprise substantially all of our
financial services operations;

· "NIC" refers to Navistar International Corporation, exclusive of its consolidated subsidiaries;

· "North America" refers to the United States ("U.S.") and Canada; and

· "OEMs" refers to original equipment manufacturers.
We report our annual results for our fiscal year, which ends October 31. Our fiscal years are identified in this prospectus supplement
according to the calendar year in which they end. For example, our fiscal year ended October 31, 2016 is referred to as "fiscal 2016." All
references to a particular year contained within this prospectus supplement relate to the fiscal year unless otherwise indicated.
MARKET AND INDUSTRY DATA
Certain market data and other statistical information used throughout this prospectus supplement and in the documents incorporated by
reference into this prospectus supplement are based on independent industry publications, government publications, reports by market research
firms or other published independent sources. Some data are also based on good faith estimates by our management, which are derived from their
review of internal surveys, as well as the independent sources listed above. Although we believe these sources are reliable, we have not
independently verified the information, cannot guarantee its accuracy and completeness and neither we nor the underwriters make any
representation as to the accuracy of such data or information. Accordingly, investors should not place undue reliance on such data or information.
WHERE YOU CAN FIND MORE INFORMATION
NIC is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities and

S-iv
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Exchange Commission ("SEC"). The reports and other information filed by it with the SEC in accordance with the Exchange Act may be
inspected and copied at the Public Reference Room maintained by the SEC at Room 1024, Judiciary Plaza, 100 F Street, N.E., Washington, D.C.
20549. Copies of such material or parts thereof may also be accessed electronically by means of the SEC's home page on the Internet at
http://www.sec.gov. Information on the operations of the Public Reference Room maintained by the SEC may be obtained by calling the SEC at 1-
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800-SEC-0330.
This prospectus supplement and the accompanying prospectus, which together form a part of the registration statement, do not contain all
the information that is included in the registration statement. You will find additional information about us in the registration statement. Any
statements made in this prospectus supplement concerning the provisions of legal documents are summaries and do not necessarily purport to be
complete and are subject to, or qualified by reference to, the definitive agreements. Copies of the definitive agreements will be made available
without charge to you in response to a written or oral request to us.

S-v
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SUMMARY
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this prospectus
supplement or incorporated by reference herein and the consolidated financial statements and related notes in the documents incorporated by
reference herein, including our 2016 Annual Report. You should carefully read the entire prospectus supplement and the documents
incorporated by reference herein, including the information under the heading "Risk Factors."
OUR BUSINESS
Overview
We are an international manufacturer of International® brand commercial and military trucks, proprietary diesel engines, IC BusTM
("IC") brand school and commercial buses, as well as a provider of service parts for trucks and diesel engines. We also provide retail,
wholesale and lease financing services for our trucks and parts.
For fiscal 2016 and 2015, our manufacturing operations (defined below) had sales of manufactured products of $7,976 million and
$9,995 million, respectively, Manufacturing Adjusted EBITDA (as defined in "--Supplemental Consolidated Financial Data") of $358 million
and $345 million, respectively, and net loss attributable to Navistar International Corporation of approximately $97 million and $184 million,
respectively. See "--Summary Consolidated Financial Data" and Note (7) thereto for a reconciliation of loss from continuing operations
attributable to Navistar International Corporation, net of tax, to Manufacturing Adjusted EBITDA for these periods and "Selected
Consolidating Financial Data."
We market our commercial products primarily through our extensive independent dealer network in North America, which offers a
comprehensive range of services and other support functions to our end users. Our commercial trucks are distributed in virtually all key
markets through our distribution and service network retail outlets, which are comprised, as of October 31, 2016, of 728 outlets in the United
States and Canada and 94 outlets in Mexico. Parts are delivered to our customers either through one of our eleven regional parts distribution
centers operated out of North America or through direct shipment from our suppliers. We provide certain financial services to our customers
and dealers through NFC and our foreign finance operations.
Our Products and Services
Our principal products and services include:
Trucks--We manufacture and distribute Class 4 through 8 trucks and buses in the common carrier, private carrier, government,
leasing, construction, energy/petroleum, military vehicle and student and commercial transportation markets under the International® and IC
brands. We design and manufacture proprietary diesel engines for our International® brand trucks and military vehicles and IC brand buses.
Parts--We support our International® brand commercial and military trucks, IC brand buses, and our proprietary engines, as well as
our other product lines, by distributing proprietary products together with a wide selection of other standard truck, trailer and engine service
parts.
Financial Services--We provide retail, wholesale and lease financing of products sold by the Truck and Parts segments, as well as
their dealers within the United States and Mexico.

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Supplemental Information
Set forth below is certain information regarding our truck products:

Fiscal Year ended October 31, 2016

Estimated market
Description

Chargeouts
share (A)

Core markets (United States and Canada)

School Bus

11,200

34%
Class 6 and 7 Medium Trucks

17,800

21%
Class 8 Heavy Trucks

16,300

10%
Class 8 Severe Service Trucks (B)

7,600

13%

Total Core markets

52,900

16%
Non "Core" Military

500
Other Markets (C)

9,900

Total worldwide units

63,300
Combined Class 8 Trucks

23,900

11%

(A) Approximate retail delivery market share percentages are based on market-wide information as of October 31, 2016 from Wards Auto
and R.L. Polk & Co. The school bus retail delivery market share information is reported on a one-month lag.

(B) Includes Caterpillar®-branded units sold to Caterpillar Inc. pursuant to a supply agreement.

(C) Other markets primarily consist of our export truck and Mexico markets.
Our Industry Segments
We operate in four industry segments: Truck, Parts, Global Operations (collectively referred to as "manufacturing operations") and
Financial Services, which consists of NFC and our foreign finance operations (collectively referred to as "financial services operations").
Set forth below is certain information regarding our industry segments:

Fiscal year ended October 31, 2016

Revenues (A)
Industry segment

($ in millions)
% Revenues, net
Truck

$
5,271

65.0%
Parts

2,398

29.6
Global Operations

296

3.7

Total manufacturing operations (B)

7,965

98.3
Financial Services

135

1.7

Total (C)

$
8,100

100.0%

(A) Excludes intercompany sales and revenues of $132 million, $29 million, $45 million and $100 million for our Truck, Parts, Global
Operations and Financial Services industry segments, respectively.

(B) Includes worldwide chargeouts of 63,300 trucks and buses. We define chargeouts as trucks that have been invoiced to customers. The
units held in dealer inventory represent the principal difference between retail deliveries and chargeouts.

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(C) Excludes revenue of $10 million attributed to Corporate as such revenue is not otherwise attributable to one of our four industry
segments.
Truck Segment
Our Truck segment manufactures and distributes Class 4 through 8 trucks, buses and military vehicles under the International® and
IC brands, along with production of proprietary engines, primarily in the North America markets that include the United States, Canada and
Mexico. Our Truck segment also includes our truck export business under the International® and IC brands as well as products that support the
military truck product lines. The proprietary engines produced in North America are primarily used in our trucks and buses. Our strategy is to
deliver the highest quality commercial trucks, buses and military vehicles. We continue to develop our expansion markets, which includes the
exportation of our truck and bus products. The Truck segment is our largest operating segment based on total external sales and revenues.
Parts Segment
Our Parts segment supports our brands of International® commercial trucks, IC buses and proprietary engines, as well as our other
product lines, by providing customers with proprietary products together with a wide selection of other standard truck, trailer and engine
service parts. In addition, our Parts segment includes our parts export business under the International® and IC brands. We distribute service
parts through the dealer network that supports our trucks and engines. The Parts segment is our second largest operating segment based on
total external sales and revenues.
Global Operations Segment
Our Global Operations segment includes businesses that derive their revenue from outside our Core markets in North America and
primarily consists of the operations of our wholly owned subsidiary, International Indústria de Motores da América do Sul Ltda. ("IIAA")
(formerly MWM International Industria Automotiva Da America Do Sul Ltda. IIAA is a leader in the South American mid-range diesel
engine market, manufacturing and distributing mid-range diesel engines and providing customers with additional engine offerings in the
agriculture, marine, and light truck markets. Additionally, we also sell our engines to global OEMs for various on-and-off-road applications.
We offer contract manufacturing services under IIAA's MWM brand to OEMs for the assembly of their engines, particularly in South
America. Additionally, as part of its IIAA operations, the Global Operations segment has engine manufacturing operations in Argentina. The
Global Operations segment is our third largest operating segment based on total external sales and revenues.
Financial Services Segment
Our Financial Services segment provides and manages retail, wholesale and lease financing of products sold by the Truck and Parts
segments and their dealers. We also finance wholesale and retail accounts receivable. Substantially all revenues earned by the Financial
Services segment are derived from services supporting the sales of our vehicles and products. The Financial Services segment continues to
meet the primary goal of providing and managing financing to our customers in U.S. and Mexico markets by arranging cost-effective funding
sources, while working to mitigate credit losses and impaired vehicle asset values. NFC provides wholesale financing for 100% of new truck
inventory sold to our dealers and distributors in the United States through the customary free interest period offered by Navistar, Inc. At both
October 31, 2016 and 2015, NFC retained floor plan financing for approximately 80% of the dealers after the free interest period. This
segment is also facilitating financing relationships in other countries to align with our global operations.

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OUR BUSINESS STRATEGY
Our Core business is the U.S. and Canada truck and parts markets, where we participate primarily in the Class 6 through 8 vehicle
market segments (our "Core" markets). In the United States and Canada, nearly one in four Class 6 through 8 vehicles on the road today is an
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International® truck, with over one million International® trucks on the road. We also produce over a third of all school buses used in North
America.
We also have one of the largest commercial vehicle parts distribution networks in the United States and a captive finance company.
Outside of our Core markets, International® is one of the leading truck brands in Mexico and much of Latin America. We are also the largest
diesel engine company in Brazil, with our wholly owned subsidiary IIAA. In addition, we export trucks, buses and engines to niche markets
around the world.
We continue to take actions that we believe will improve our performance and continue to evaluate additional opportunities to
enhance value to our customers. The following is a summary of "Our 2016 Accomplishments" and "Our Expectations Going Forward."
Our 2016 Accomplishments
Entered into Volkswagen Truck & Bus Alliance
On September 5, 2016, we entered into an alliance with Volkswagen Truck & Bus to pursue joint global sourcing opportunities and
source technology for powertrains and other advanced technologies. Subject to satisfaction of certain conditions, including receipt of
regulatory approvals, Volkswagen will take a 16.6% equity stake in Navistar by way of a capital investment.
Launched Products and Product Features Important to Key Markets
While we worked through the change in our strategy and the restructuring of our operations, we remained committed to product
investment to increase customer value. In 2016, we began to achieve our plan to release a new or redesigned product, on average, every six
months through 2018.

· In early 2016, we launched the International® HXTM Series, the first in a series of new product launches. The HX is a Class 8

premium truck for construction and vocational markets.

· In mid 2016, we introduced a Cummins ISL engine offering in our Medium and Severe Service trucks.

· In late 2016, we introduced the new International® LTTM with Cummins X15 series to replace our ProStar line of trucks.

· In late 2016, we introduced a propane engine in our school buses.

· OnCommand Connection ("OnCommand"), our unique open architecture, all-makes remote diagnostics system, was tailored
for the applications of our bus and truck customers to achieve more efficient repairs and maintenance, better life-cycle value,

and an overall lower cost of ownership. OnCommand became standard on our vehicles in 2015, and we now have more than
250,000 vehicles subscribed to the OnCommand system.

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Improved Quality and Uptime
We continued our relentless focus on improving quality and uptime in 2016.

· We have reduced dealer dwell time through improvements in the diagnostics and repair procedures. An increasing number of

service locations have achieved Diamond Edge certification, which is a dealer service performance program launched this year
that includes rigorous requirements and measured results.

· We have made great strides on improving the quality of components manufactured by our supply base. The quality
performance of our supply base has improved to the point that we have seen a reduction in excess of 70% in supplier related

defects in our manufacturing facility over the last four years. The reduction of internal defects will have a positive impact on
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the uptime and performance of our vehicles.
Delivered on our Plan to Reduce Costs
Since 2012, we have reduced our selling, general and administrative and engineering and product development costs ("structural
costs"). We continued to make progress in 2016, which we expect will pave the way for us to be profitable and free-cash flow positive as the
truck market recovers from its current downturn.

· Procurement and engineering design processes remain focused on lowering material costs.

· We continued to implement cost saving initiatives, including reductions in discretionary spending and employee headcount

reductions, resulting in lower structural costs of $147 million in 2016 compared to 2015.

· Our focused factory strategy has been implemented across our plants whereby each facility is primarily focused on a specific

platform, allowing for higher levels of manufacturing and logistics efficiency.
Built Sales Momentum
We believe that we have built considerable sales momentum throughout 2016. We quoted more customers in 2016 than in the
previous year. Our order share is also increasing with lease/rental customers.
Divesting Non-Core Businesses
We continue to evaluate our portfolio of assets to optimize our cost structure. In February 2016, we sold Pure Power Technologies, a
components business focused on air and fuel systems. Additionally, in August 2016, we sold our engine and foundry facilities in Indianapolis,
Indiana.
Our Expectations Going Forward
Going forward, we will focus on implementing our customer-centric strategy. We believe our strategy will enable us to improve
sales and market share by offering more value to our customers. Our strategy includes plans to:

· grow the Core business;

· seek new sources of revenue;

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· drive operational excellence;

· leverage the Volkswagen Truck & Bus Alliance;

· invest in our people; and

· improve financial performance.
Grow the Core Business
We will continue to focus on leveraging our investments and assets to generate revenue growth.

· New Product Launches--Many key product launches are planned through the next several years, including a new line of Class
4/5 commercial vehicles in the first half of 2018 that will be distributed separately through General Motors Company ("GM")
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and our dealer networks. We also plan to introduce our new MV and RH models with superior fuel economy. To support
greenhouse gas requirements, we will continue to introduce features that further improve fuel economy. We also plan to
relaunch our proprietary 13L engine, which is critical to our success in the Heavy and Vocational markets.

· Distribution Effectiveness--We will invest in the dealer organization to improve customer reach and sales effectiveness. Core

to this strategy is recruitment and training of salespeople, improved operating practices and comprehensive internal sales
support.

· Building Customer Purchase Consideration--We intend to rebuild brand and customer loyalty across all of our Core markets.
Seek New Sources of Revenue
We plan to leverage our assets and capabilities to pursue new sources of revenue.

·

Grow Core Services--In 2016, we extended our relationship with GM by signing a long-term agreement to manufacture GM's
G Van cutaway models at our Springfield, Ohio assembly plant. Production is to begin in the first calendar quarter of 2017.

·

Parts--We will pursue continued growth of the successful Fleetrite all makes parts offering and remanufacturing businesses.
We will also leverage our connected vehicle platform and use of other technologies to accelerate parts and service growth.

·

OnCommand Connection--We are planning to leverage the value of the data gathered through OnCommand Connection to
generate new sources of revenue.
Drive Operational Excellence
We will drive improvement of key performance metrics such as product, manufacturing, structural costs, quality and uptime. A
relentless focus on operational excellence is essential to delivering on our commitment to enhancing customer value.

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Leverage the Volkswagen Truck & Bus Alliance
The alliance is valuable to Navistar across many areas:

· Products and Technology--Volkswagen Truck & Bus and Navistar have a similar vision for the role of technology, including
the importance of driver-focused open architecture solutions. The alliance will be a source of powertrain options and other

high-value technologies, including advanced driver assistance systems, connected vehicle solutions, platooning and
autonomous technologies, electric vehicles and cab and chassis subsystems;

· Market Confidence--Increase consideration as part of a leading global truck alliance;

· Parts--Create new parts sales and growth opportunities afforded by vertically integrated systems; and

·

Cost--Leverage global scale to achieve significant cost reduction synergies and drive more efficient research and development
spend.
Invest in our People
We will align our people strategy with our capabilities to ensure we focus our people efforts where it matters most. We will focus
on recruiting the right people and making sure they are productive as quickly as possible. Methods to retain, motivate, reward and recognize
will be customized to ensure we build the workforce we need to achieve our goals.
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Document Outline

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