UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~: ~~May 20~~June 8, 2021

LOGO

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-9618

36-3359573

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

2701 Navistar Drive Lisle, Illinois		60532
2701 Navistar Drive
Lisle Illinois		60532
(Address of principal executive offices)		(Zip Code)

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

N/A

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10	NAV	New York Stock Exchange
Cumulative convertible junior preference stock, Series D (par value $1.00)	NAV-DPD	New York Stock Exchange

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

Emerging Growth Company ☐

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

~~Item~~ITEM 82.0102 ~~Other~~RESULTS ~~Events~~OF OPERATIONS AND FINANCIAL CONDITION

OnIn ~~May 20,~~accordance ~~2021,~~with ~~Navistar~~General ~~International~~Instruction ~~Corporation~~B.2. ~~(the~~to ~~“Company”)~~Form ~~learned~~8-K, ofthe afollowing ~~credible~~information ~~potential~~shall ~~cybersecurity~~not ~~threat~~be todeemed ~~its~~“filed” ~~information~~for ~~technology~~purposes ~~system~~of ~~(“IT System”).~~Section ~~Upon~~18 ~~learning~~ of the ~~cybersecurity~~Securities ~~threat,~~Exchange ~~the~~Act ~~Company~~of ~~launched an investigation and undertook immediate action in accordance with its cybersecurity response plan~~1934, ~~including~~as ~~employing containment protocols to mitigate the impact of the potential threat~~amended, ~~engaging~~nor ~~internal~~shall ~~and~~it ~~third-party~~be ~~information~~deemed ~~technology~~incorporated ~~security~~by ~~and~~reference ~~forensics~~in ~~experts to assess~~ any ~~impact~~filing onunder the ~~Company’s~~Securities ITAct ~~System, and utilizing additional security measures to help safeguard the integrity~~ of ~~its~~1933, ITas ~~System’s~~amended, ~~infrastructure~~except ~~and~~as ~~data~~shall ~~contained~~be ~~therein. To~~expressly ~~date,~~set ~~the~~forth ~~Company’s~~by ITspecific ~~System~~reference ~~continues~~in tosuch bea ~~fully operational~~filing.

OnThe ~~May 31,~~information ~~2021,~~regarding the ~~Company~~results ~~received~~of aoperations ~~claim~~and ~~that~~financial ~~certain~~condition ~~data~~of ~~had~~Navistar ~~been~~International ~~extracted~~Corporation ~~from~~ (the “Company’s”) ITresponsive ~~System. The~~to ~~measures~~this ~~described~~Item ~~above are ongoing as the Company~~2.02, ~~with~~and ~~the~~contained ~~assistance~~in ofExhibit ~~third-party~~99.1 ~~experts~~filed herewith, ~~continues~~is toincorporated ~~investigate~~into ~~and~~this ~~address~~Item ~~the scope and impact of the cybersecurity incident~~2. ~~Law~~02 ~~enforcement~~by ~~is aware of the cybersecurity incident~~reference.

ITEM 7.01

REGULATION FD DISCLOSURE

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

On June 8^th, 2021, Navistar International Corporation (the “Company”) filed its second quarter Form 10-Q for the period ended April 30, 2021 with the Securities and Exchange Commission. The Company’s press release announcing the filing is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

The Company will release its fiscal 2021 second quarter financial results on Tuesday, June 8^th. Due to the pending merger proposal by TRATON SE, Navistar will not host a conference call. A copy of the slides containing financial results and operating are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial trucks, proprietary diesel engines, and IC Bus^™ brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits


Exhibit No.		Description of Exhibit

99.1		Press release, dated June 8^th, 2021, “Navistar Reports Second Quarter 2021 Results”

99.2		Slide Presentation for Second Quarter 2021 Earnings Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

~~Certain~~Information provided and statements contained in this ~~Current~~report ~~Report on Form 8-K~~ that are not purely historical ~~may~~are ~~constitute~~ forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995~~, each as amended~~. ~~Forward~~Such forward-looking statements ~~provide~~only ~~current~~speak ~~expectations~~as of ~~future~~the ~~events~~date ~~and~~of ~~include~~this ~~any~~report ~~statement~~and ~~that~~Navistar ~~does~~International ~~not~~Corporation ~~directly~~assumes ~~relate~~no obligation to ~~any~~update ~~historical~~the orinformation ~~current~~included ~~fact.~~in ~~Words~~this ~~such~~report. asSuch ~~“anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such~~ forward-looking statements. ~~Actual~~include ~~results~~information ~~may~~concerning ~~differ~~our ~~materially~~possible ~~from~~or ~~those~~assumed ~~discussed~~future inresults ~~forward-looking~~of ~~statements~~operations, asincluding adescriptions ~~result~~ of ~~factors,~~our ~~risks~~business ~~and~~strategy. ~~uncertainties~~These ~~over~~statements ~~which~~often ~~the~~include ~~Company~~words ~~has~~such noas ~~control.~~believe, ~~These~~expect, ~~factors~~anticipate, ~~risks~~intend, ~~and~~plan, ~~uncertainties include~~estimate, ~~but~~or ~~are~~similar ~~not~~expressions. ~~limited~~These ~~to,~~statements ~~the~~are ~~ongoing~~not ~~assessment~~guarantees of ~~the~~performance ~~cybersecurity~~or ~~incident,~~results ~~legal, reputational~~ and ~~financial~~they involve risks, ~~resulting~~uncertainties, ~~from this~~ and~~/or~~ ~~additional~~assumptions. ~~cybersecurity~~For ~~incidents,~~a ~~the~~further ~~effectiveness~~description of ~~business~~these ~~continuity~~factors, ~~plans~~see ~~during~~ the ~~cybersecurity~~risk ~~incident, and such other~~ factors ~~as are~~ set forth in ~~the~~our ~~Company’s periodic public~~ filings with the Securities and Exchange Commission ~~(the “SEC”)~~, including, ~~but~~our ~~not~~annual ~~limited~~report ~~to,~~on ~~those described under the headings “Risk Factors” and “Forward Looking Statements” in its~~ Form 10-K for the fiscal year ended October 31, 2020, ~~which~~and ~~was~~our ~~filed~~quarterly ~~with~~report on Form 10-Q for the ~~SEC~~period onended ~~December~~April 1730, ~~2020,~~2021. ~~the~~Although ~~definitive~~we ~~proxy~~believe ~~statement~~that onthese ~~Schedule~~forward-looking ~~14A,~~statements ~~which~~are ~~was~~based ~~filed~~on ~~with~~reasonable ~~the~~assumptions, ~~SEC~~there ~~on January~~are ~~29,~~many ~~2021,~~factors ~~and~~that incould ~~its~~affect ~~other~~our ~~filings~~actual ~~made~~financial ~~with~~results ~~the~~or ~~SEC~~results ~~from~~of ~~time~~operations toand ~~time,~~could ~~which~~cause ~~are~~actual ~~available~~results ~~via~~to ~~the~~differ ~~SEC’s~~materially ~~website~~from atthose ~~www.sec.gov.~~in ~~Forward~~the forward-looking statements. ~~reflect~~All ~~the~~future ~~views~~written and ~~assumptions~~oral offorward-looking ~~management~~statements asby ofus ~~the~~or ~~date~~persons ofacting ~~communication~~on ~~with~~our ~~respect~~behalf toare ~~future~~expressly ~~events.~~qualified ~~The~~in ~~Company~~their ~~does~~entirety ~~not~~by ~~undertake,~~the ~~and~~cautionary ~~hereby~~statements ~~disclaims,~~contained ~~any~~or ~~obligation,~~referred ~~unless required~~ to doabove. soExcept byfor ~~applicable~~our ~~securities~~ongoing ~~laws,~~obligations to ~~update~~disclose ~~any~~material ~~forward-looking~~information ~~statements~~ as arequired ~~result~~by ofthe ~~new~~federal ~~information~~securities laws, ~~future~~we ~~events~~do ornot ~~other~~have ~~factors.~~any ~~The~~obligations ~~inclusion~~or ofintention ~~any~~to ~~statement~~release inpublicly ~~this~~any ~~Current~~revisions ~~Report~~to onany ~~Form 8~~forward-Klooking ~~does~~statements ~~not~~to ~~constitute~~reflect anevents ~~admission by the Company~~ or ~~any~~circumstances ~~other~~in ~~person that~~ the ~~events~~future or ~~circumstances~~to ~~described~~reflect inthe ~~such~~occurrence ~~statement~~of ~~are~~unanticipated ~~material~~events.

SIGNATURE

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


NAVISTAR INTERNATIONAL CORPORATION
(Registrant)

By:		/s/ Walter G. Borst
Name: Title:		Walter G. Borst Executive Vice President and Chief Financial Officer

Dated: June 78, 2021

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