Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is designed to provide information that is supplemental to,
and should be read together with, our consolidated financial statements and the
accompanying notes contained in our Annual Report on Form 10-K for the year
ended October 31, 2020. Information in MD&A is intended to assist the reader in
obtaining an understanding of (i) our consolidated financial statements,
(ii) the changes in certain key items within those financial statements from
year-to-year, (iii) the primary factors that contributed to those changes,
(iv) any changes in known trends or uncertainties from items disclosed within
the MD&A of our Annual Report on Form 10-K for the year ended October 31, 2020
that we are aware of and that may have a material effect on our future
performance, and (v) how certain accounting principles affect our consolidated
financial statements. In addition, MD&A provides information about our business
segments and how the results of those segments impact our results of operations
and financial condition as a whole. Operating results for interim reporting
periods are not necessarily indicative of annual operating results.
Executive Overview
Navistar is an international manufacturer of International® brand commercial
trucks, proprietary brand diesel engines, and IC Bus® ("IC") brand school and
commercial buses, as well as a provider of service parts for trucks and diesel
engines. Our core business is conducted in the North American truck and parts
markets, where we principally participate in the U.S. and Canada school bus and
Class 6 through 8 medium and heavy truck markets (our "Core" markets). We also
provide retail, wholesale, and lease financing services for our trucks and
parts.
Second Quarter Summary
During the second quarter of 2021, we remained focused on Navistar 4.0, which is
our enterprise-wide strategy with our customers at its core, supported by
strategic initiatives that guide decision-making and investments. We define
success as an unparalleled customer experience, mutually beneficial
relationships with employees, dealers, partners, customers and suppliers, and
improved financial returns.
Even though the economy has begun to recover, the severity and duration of the
related global economic crisis is not fully known, and the COVID-19 pandemic is
expected to continue to have residual negative impacts. Volumes and demand are
rebounding, although the commercial truck and bus industry continues to face
disruptions within the supply chain. The supply constraints include overseas
freight congestion causing extended lead times, semiconductor allocation, other
raw/component material shortages and supplier staffing challenges. The Texas
storms in 2021 further exacerbated an already constrained semiconductor and
resin supply chain. Furthermore, the volume rebound in automotive and commercial
vehicle sales is challenging the supply base and supply chain to increase
production with short notice and at high volume levels. Our cross functional
response team continues to monitor these situations and address risks within our
supply chain. Currently all parts distribution centers ("PDCs") are open and
operational. We have prevention measures in place and transition plans for our
packagers, carriers and PDCs if a situation causes us to implement our
contingency plans. We expect to continue manufacturing operations at all plants
as we navigate the constantly evolving situation.
Our facilities are following strict safety measures to protect our employees,
visitors and business operations, including increased frequency in cleaning and
disinfecting, as well as hygiene and social distancing practices, among other
actions, in alignment with guidance from the U.S. Centers for Disease Control
("CDC") and the World Health Organization ("WHO") regarding threat assessment
protocols. Additionally, many of our non-production employees continue to work
remotely in order to reduce the spread of COVID-19. These working conditions
allow for the continuation of key business-critical operations, including
financial reporting and internal controls facilitated by the appropriate digital
tools.
In November 2020, we publicly launched our Next Gen HX Series, our first product
released under our Navistar 4.0 strategy and its Project Compass Initiative.
Focused on flexible, modular design to meet customer needs, the program was
developed with a mission to improve quality, commonality and margins.
                                       47

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On November 7, 2020, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with TRATON SE, a Societas Europaea ("Parent"), and Dusk
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("Merger Subsidiary"), pursuant to which Merger Subsidiary will be merged with
and into the Company (the "Merger"), with the Company continuing as the
surviving company in the Merger as a wholly owned indirect subsidiary of Parent
(the "Surviving Corporation"). Subject to the terms and conditions set forth in
the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), (a) each share of common stock of the Company, par value $0.10 per share
("Company Stock"), outstanding immediately prior to the Effective Time, unless
otherwise provided by the Merger Agreement, shall be automatically canceled and
converted into the right to receive $44.50 in cash, without interest (the
"Common Merger Consideration"); (b) each share of Series D Convertible Junior
Preference Stock of the Company, par value $1.00 per share ("Series D Stock"),
outstanding immediately prior to the Effective Time, unless otherwise provided
in the Merger Agreement, shall be automatically canceled and converted into an
amount in cash, without interest, equal to the portion of the Common Merger
Consideration that would have been payable in respect of such share of Series D
Stock had such share of Series D Stock been converted into Company Stock
pursuant to the terms of the certificate of incorporation of the Company in
effect immediately prior to the Effective Time; and (c) the sole share of Series
B Nonconvertible Junior Preference Stock of the Company, par value $1.00
("Series B Stock"), issued and outstanding immediately prior to the Effective
Time, shall be unaffected by the Merger and shall remain outstanding as one
share of Series B Stock of the Surviving Corporation, with the same rights,
powers, preferences and privileges attributable to the sole share of Series B
Stock immediately prior to the Effective Time.
Consummation of the Merger is subject to various closing conditions, including,
(i) the adoption of the Merger Agreement by the affirmative vote of the holders
of a majority of the outstanding shares of Company Stock entitled to vote on
such matter at a meeting of the Company's stockholders, (ii) the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "HSR Waiting Period"), as well as
certain non-U.S. regulatory approvals, and (iii) the absence of any law or order
(whether temporary, preliminary or permanent) by a governmental entity that
restrains or otherwise prohibits the Merger or the other transactions
contemplated by the Merger Agreement. The Company's stockholders approved the
adoption of the Merger Agreement on March 2, 2021, and the HSR Waiting Period
expired on February 12, 2021. The Merger Agreement also contains customary
representations, warranties and covenants of the Company, Parent and Merger
Subsidiary. The Company has also made certain covenants in the Merger Agreement,
including covenants regarding the operation of the business of the Company and
its subsidiaries prior to the Effective Time.
In January 2021, we approved a plan to sell our facility in Melrose Park, IL
(the "Melrose Park Facility") and cease all operations at the Melrose Park
Facility by November 2021. Due to a reduction in our overall engine
manufacturing, the lack of engine manufacturing at the Melrose Park Facility,
and the trucking industry's increasing interest in alternative fuel drivetrains,
we believe that a property of the size of the Melrose Park Facility is not
necessary for the remaining engine testing and administrative functions
currently performed. In connection with the cessation of operations at the
Melrose Park Facility, we expect to incur total costs of approximately $90
million, of which approximately $80 million will be incurred in 2021 while the
remainder will be incurred in 2022. We expect that approximately half of the
current workforce of approximately 500 employees at the Melrose Park Facility
will be transferred to our other facilities.
In January 2021, we also announced a collaborative arrangement with General
Motors Company, and OneH2, Inc. ("OneH2") to introduce a complete solution for
customer implementation of a zero-emission long-haul system. We expect to be
providing customers with added flexibility through a new hydrogen truck
ecosystem. We believe the integrated solution will be competitive with other
powertrain offerings with a target range of over 500 miles and a hydrogen
fueling time of less than 15 minutes. As part of the arrangement, we have
acquired a minority ownership stake in OneH2.
In March 2021, we exercised the equity warrants with TuSimple, Inc.
("TuSimple"). These warrants were initially negotiated at the inception of the
strategic partnership with TuSimple in July 2020. After exercising the warrants,
our ownership stake in TuSimple is slightly less than 5%, with a fair value of
approximately $386 million.
In May 2021, we announced the upcoming availability of Cummins Connected
Software Updates and programmable trim parameters for the Cummins X15 engines
through our OnCommand® Connection portal. This integration will allow customers
to quickly and securely calibrate and optimize engine control modules remotely,
to keep fleets running at peak performance.
Financial Summary
Continuing Operations Results - In the second quarter of 2021, our consolidated
net sales and revenues were $2.2 billion, a 12% increase compared to the second
quarter of 2020. In the first six months of 2021, our consolidated net sales and
revenues were $4.0 billion, a 6% increase compared to the first six months of
2020. The increase for both periods reflects higher volumes from our Truck,
Parts and Global Operations segments, partially offset by lower net revenues
from our Financial Services segment.
                                       48

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In the three and six months ended April 30, 2021, we generated income before
income taxes of $219 million and $123 million, respectively, compared to a loss
of $26 million and $63 million in the respective prior year periods. Our gross
margin increased by $130 million and $126 million in the three and six months
ended April 30, 2021, respectively, primarily due to the impact of higher
volumes.
In the three and six months ended April 30, 2021, we recognized an income tax
expense of $51 million and $33 million, respectively, compared to $7 million and
$2 million in the respective prior year periods. The change in tax is primarily
due to the increase in income before income taxes and earnings and/or losses for
which no tax expense or benefit can be recognized due to valuation allowances.
Other year over year differences for the three and six months ended April 30,
2021, include geographical mix and certain discrete items, primarily related to
the change in the value of the U.S. dollar resulting in an income tax expense of
$19 million and $23 million for the three and six months ended April 30, 2021,
respectively.
In the three and six months ended April 30, 2021, after income taxes, we
recognized a net income from continuing operations attributable to NIC of $163
million and $81 million, respectively, or $1.63 and $0.81 per diluted share,
respectively, compared to a net loss of $38 million and $74 million or $0.38 and
$0.74 per diluted share, in the respective prior year periods.
In the three and six months ended April 30, 2021, consolidated net income
attributable to NIC, before manufacturing interest, taxes, depreciation and
amortization expenses ("EBITDA") was $317 million and $320 million,
respectively, compared to $61 million and $116 million in the respective prior
year periods. Excluding certain net impacts, adjusted EBITDA ("Adjusted EBITDA")
in the three and six months ended April 30, 2021 was $198 million and $310
million, respectively, compared to $88 million and $147 million in the
respective prior year periods. In the three and six months ended April 30, 2021,
adjusted consolidated net income attributable to NIC, excluding certain net
impacts ("Adjusted Net Income (Loss)"), was $72 million and $73 million,
respectively, compared to losses of $10 million and $43 million in the
respective prior year periods. EBITDA, Adjusted EBITDA, and Adjusted Net Income
(Loss) are not determined in accordance with U.S. GAAP, nor are they presented
as alternatives to U.S. GAAP measures. For more information regarding this
non-GAAP financial information, see Non-GAAP Financial Performance Measures.
We ended the second quarter of 2021 with $1.2 billion of consolidated cash and
cash equivalents compared to $1.8 billion as of October 31, 2020. The decrease
in consolidated cash and cash equivalents was primarily attributable to net
repayments of other long-term debt of $123 million, $191 million of
contributions to our pension plans, $143 million of purchases of equity security
investments, capital expenditures of $137 million, purchases of equipment leased
to others of $76 million, and an increase in inventories of $248 million,
partially offset by an increase in accounts payable of $276 million, an increase
in other current liabilities of $103 million, an increase in other noncurrent
liabilities of $78 million and net proceeds from revolving debt of $241 million.
In addition, $300 million of cash was restricted as of April 30, 2021, to repay
NFSC investor notes in May 2021.

                                       49

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Results of Operations
The following information summarizes our Consolidated Statements of Operations
and illustrates the key financial indicators used to assess our consolidated
financial results.
Results of Operations for the quarter ended April 30, 2021 as compared to the
quarter ended April 30, 2020
                                 Three Months Ended April 30,                                             Six Months Ended April 30,
(in millions, except per share
data and % change)                  2021              2020           Change            % Change             2021              2020           Change            % Change
Sales and revenues, net          $  2,162          $ 1,925          $  237                   12  %       $  3,974          $ 3,763          $  211                    6  %
Costs of products sold              1,731            1,624             107                    7  %          3,238            3,153              85                    3  %
Restructuring charges                   2                -               2                    N.M.             23                1              22                    N.M.
Asset impairment charges                4               13              (9)                 (69) %             35               13              22                  169  %
Selling, general and
administrative expenses               304              170             134                   79  %            509              352             157                   45  %
Engineering and product
development costs                      88               78              10                   13  %            172              164               8                    5  %
Interest expense                       62               63              (1)                  (2) %            126              128              (2)                  (2) %
Other (income) expense, net          (251)               2            (253)                   N.M.           (256)              13            (269)                   N.M.
Total costs and expenses            1,940            1,950             (10)                  (1) %          3,847            3,824              23                    1  %
Equity in loss of
non-consolidated affiliates            (3)              (1)             (2)                 200  %             (4)              (2)             (2)                 100  %
Income (loss) before income
taxes                                 219              (26)            245                  942  %            123              (63)            186                  295  %
Income tax expense                    (51)              (7)            (44)                 629  %            (33)              (2)            (31)                   N.M.
Income (loss) from continuing
operations                            168              (33)            201                  609  %             90              (65)            155                  238  %
Less: Net income attributable to
non-controlling interests               5                5               -                    -  %              9                9               -                    -  %
Income (loss) from continuing
operations(A)                         163              (38)            201                  529  %             81              (74)            155                  209  %
Income from discontinued
operations, net of tax                  -                -               -                    -  %              1                -               1                    N.M.
Net income (loss)(A)             $    163          $   (38)         $  201                  529  %             82              (74)            156                  211  %

Diluted income (loss) per
share(A)
Continuing operations            $   1.63          $ (0.38)         $ 2.01                 (529) %       $   0.81          $ (0.74)         $ 1.55                 (209) %
Discontinued operations                 -                -               -                    -  %           0.01                -            0.01                    N.M.
                                 $   1.63          $ (0.38)         $ 2.01                 (529) %       $   0.82          $ (0.74)         $ 1.56                 (211) %

Diluted weighted average shares
outstanding                         100.2             99.7             0.5                    1  %          100.2             99.6             0.6                    1  %


_________________________
(A) Amounts attributable to NIC.
(B) Not meaningful.
                                       50

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Sales and revenues, net
Our sales and revenues, net, are principally generated via sales of products and
services. Sales and revenues, net in our Consolidated Statements of Operations,
by reporting segment were as follows:
                                Three Months Ended April 30,                                               Six Months Ended April 30,
(in millions, except % change)     2021              2020            Change            % Change              2021              2020           Change            % Change
Truck                           $  1,485          $ 1,389          $    96                     7  %       $  2,722          $ 2,631          $   91                    3  %
Parts                                524              443               81                    18  %            991              936              55                    6  %
Global Operations                    138               51               87                   171  %            233              119             114                   96  %
Financial Services                    50               64              (14)                  (22) %            101              121             (20)                 (17) %
Corporate and Eliminations           (35)             (22)             (13)                   59  %            (73)             (44)            (29)                  66  %
Total                           $  2,162          $ 1,925          $   237                    12  %       $  3,974          $ 3,763          $  211                    6  %


For the three and six months ended April 30, 2021, our Truck segment net sales
increased by $96 million and $91 million, respectively, or 7% and 3%,
respectively, compared to the prior year periods. The increase was primarily
driven by higher used truck volumes of $67 million and $89 million,
respectively, higher sales of GM branded units for GM of $38 million and $50
million, respectively, and higher Mexico volumes of $26 million and $68 million,
respectively, partially offset by a reduction in volumes in our Core markets of
$28 million and $123 million, respectively.
For the three and six months ended April 30, 2021, our Parts segment net sales
increased by $81 million and $55 million, respectively, or 18% and 6%,
respectively, compared to the prior year periods. The increase was primarily
driven by lower volumes in the U.S. and Canada in the prior year due to the
impact of the COVID-19 pandemic.
For the three and six months ended April 30, 2021, our Global Operations segment
net sales increased by $87 million and $114 million, respectively, or 171% and
96%, respectively, compared to the prior year periods. The increase was
primarily driven by higher volumes and parts sales revenues in our South America
operations of $74 million and $129 million, respectively, and the recognition of
an estimated $28 million related to Brazilian tax credits in both periods,
partially offset by a decrease of $16 million and $43 million, respectively, due
to the devaluation of the Brazilian real against the U.S. dollar as the average
conversion rate weakened by 14% and 23%, compared to the respective prior year
periods.
For the three and six months ended April 30, 2021, our Financial Services
segment net revenues decreased by $14 million and $20 million, respectively, or
22% and 17%, respectively, compared to the prior year periods. The decrease was
primarily driven by lower average yields of $13 million and $17 million,
respectively. In addition to a decline in average yields, $3 million of the
decrease in net revenues for the six months ended April 30, 2021 resulted from
lower finance receivables due to lower volumes.
Costs of products sold
For the three and six months ended April 30, 2021, costs of products sold
increased by $107 million and $85 million, respectively, or 7% and 3%,
respectively, compared to the prior year periods. The increase was primarily
driven by the impact of higher overall volumes.
For the three and six months ended April 30, 2021, we recorded charges of $31
million and $80 million, respectively, for adjustments to pre-existing
warranties compared to charges of $13 million and $17 million in the respective
prior year periods. For the three months ended April 30, 2021, pre-existing
warranties were primarily driven by increases from standard warranties as well
as proactive campaign actions related to components on prior model year engines.
In addition, the six-month period was also impacted by unfavorable costs related
to standard Truck warranties.
Restructuring charges
For the three and six months ended April 30, 2021, restructuring charges
increased by $2 million and $22 million, compared with the respective prior year
periods. The increase in the three-month period was due to severance and
relocation costs of $2 million related to our plan to cease all operations at
the Melrose Park Facility. For the six months ended April 30, 2021, the increase
was due primarily to postretirement charges of $12 million and severance charges
of $10 million, related to our plan to cease all operations at the Melrose Park
Facility. All charges related to the plan to cease operations at the Melrose
Park Facility were recorded in our Truck segment. For more information, see Note
3, Restructuring, Impairments and Divestitures, to the accompanying financial
statements.
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Asset impairment charges
For the three and six months ended April 30, 2021, asset impairment charges
decreased by $9 million or 69%, and increased by $22 million or 169%,
respectively, compared to the prior year periods. The decrease for the three
months ended April 30, 2021 was due to the recognition of $12 million of asset
impairment charges in our Global Operations segment in the second quarter of
2020 triggered by the impact of the COVID-19 pandemic. The increase for the six
months ended April 30, 2021, was primarily attributable to the recognition of
$28 million of asset impairment charges in our Truck segment as a result of the
disposition of the Melrose Park Facility. For more information on asset
impairments, see Note 3, Restructuring, Impairments and Divestitures, to the
accompanying consolidated financial statements.
SG&A expenses
For the three and six months ended April 30, 2021, SG&A expenses increased
by $134 million and $157 million, respectively, or 79% and 45%, respectively,
compared to the prior year periods. The increase was primarily attributable to
increases in certain compensation expenses of $58 million and $83 million,
respectively, costs related to the proposed merger with TRATON of $6 million and
$16 million, respectively, and increases in SG&A expenses in our Truck segment
mainly due to an additional charge for the tentative EPA settlement of $77
million in both periods.
Other (income) expense, net
For the three and six months ended April 30, 2021, other income increased by
$253 million and $269 million, compared to the respective prior year periods.
The increase was primarily attributable to a gain from an increase in fair value
of one of our equity security investments of $242 million and $246 million,
respectively.
Income tax expense
For the three and six months ended April 30, 2021, our income tax expense
increased by $44 million and $31 million, respectively, compared to the prior
year periods. The second quarter and first half of 2021 income tax expense
increase is largely the result of the impact of earnings, earnings and/or losses
for which no tax expense or benefit can be recognized due to valuation
allowances, geographical mix, and certain discrete items, primarily related to
the change in value of the U.S. dollar.
Net income attributable to non-controlling interests
Net income attributable to non-controlling interests is the result of our
consolidation of subsidiaries that we do not wholly own. Substantially all of
the net income attributable to non-controlling interests in 2021 and 2020
relates to Ford Motor Company's non-controlling interest in BDP.
Segment Results of Operations
We define segment profit (loss) as net income (loss) attributable to NIC
excluding income tax benefit (expense). The following sections analyze operating
results as they relate to our four segments and do not include intersegment
eliminations. For additional information concerning our segments, see Note 13,
Segment Reporting, to the accompanying consolidated financial statements.
Truck Segment
                          Three Months Ended April 30,                                               Six Months Ended April 30,
(in millions, except %
change)                      2021              2020            Change            % Change              2021              2020            Change            % Change
Truck segment sales, net  $  1,485          $ 1,389          $    96                     7  %       $  2,722          $ 2,631          $    91                    3  %
Truck segment profit
(loss)                         189              (51)             240                   471  %            108             (109)             217                  199  %



Segment sales
For the three and six months ended April 30, 2021, our Truck segment net sales
increased by $96 million and $91 million, respectively, or 7% and 3%,
respectively, compared to the prior year periods. The increase was primarily
driven by higher used truck volumes of $67 million and $89 million,
respectively, higher sales of GM branded units for GM of $38 million and $50
million, respectively, and higher Mexico volumes of $26 million and $68 million,
respectively, partially offset by a reduction in volumes in our Core markets of
$28 million and $123 million, respectively.
In the three months ended April 30, 2021, chargeouts from our Core markets
decreased by 2% compared to the three months ended April 30, 2020. The decrease
represents a 29% decrease in school buses and a 28% decrease in Class 8 severe
service trucks, partially offset by a 32% increase in Class 8 heavy trucks.
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In the six months ended April 30, 2021, chargeouts from our Core markets
decreased by 5% compared to the six months ended April 30, 2020. The decrease
represents a 36% decrease in school buses and a 30% decrease in Class 8 severe
service trucks, partially offset by a 34% increase in Class 8 heavy trucks.
Segment results
For the three and six months ended April 30, 2021, our Truck segment profit
increased by $240 million and $217 million, respectively, or 471% and 199%,
respectively, compared to the prior year periods. The increase in profit for the
three and six months ended April 30, 2021 was driven by a gain from an increase
in fair value of one of our equity security investments of $242 million and $246
million, respectively, favorable product mix in our Core markets and Mexico of
$51 million and $73 million, respectively, and higher used truck sales of $45
million and $63 million, respectively, partially offset by an increase in
warranty costs of $22 million and $45 million, respectively, and higher legal
expenses due to an additional charge for the tentative EPA settlement of $77
million. The six months ended April 30, 2021 were also impacted by increases in
asset impairment charges of $34 million and restructuring charges of $22
million, primarily related to the cessation of the operations at the Melrose
Park Facility.
For the three and six months ended April 30, 2021, we recorded charges of $31
million and $80 million, respectively, for adjustments to pre-existing
warranties compared to $13 million and $17 million in the respective prior year
periods. For the quarter, pre-existing warranties were primarily driven by
increases from standard warranties as well as proactive campaign actions related
to components on prior model year engines. In addition, the six-month period was
also impacted by unfavorable costs related to standard Truck warranties.
Parts Segment
                           Three Months Ended April                                                 Six Months Ended April
                                      30,                                                                     30,
(in millions, except %
change)                      2021             2020            Change            % Change              2021            2020           Change            % Change
Parts segment sales, net  $    524          $  443          $    81                    18  %       $   991          $ 936          $    55                    6  %
Parts segment profit           135             103               32                    31  %           246            222               24                   11  %


Segment sales
For the three and six months ended April 30, 2021, our Parts segment net sales
increased by $81 million and $55 million, respectively, or 18% and 6%,
respectively, compared to the prior year periods. The increase was primarily
driven by lower volumes in the U.S. and Canada in the prior year due to the
impact of the COVID-19 pandemic.
Segment profit
For the three and six months ended April 30, 2021, our Parts segment profit
increased by $32 million and $24 million, respectively, or 31% and 11%,
respectively, compared to the prior year periods. The increase in profit was
driven by higher volumes in the U.S. and Canada of $33 million and $22 million,
respectively.
Global Operations Segment
                                                                                                      Six Months Ended April
                           Three Months Ended April 30,                                                         30,
(in millions, except %
change)                        2021             2020            Change            % Change              2021            2020          Change            % Change
Global Operations segment
sales, net                 $     138          $   51          $    87                   171  %       $   233          $ 119          $  114                   96  %
Global Operations segment
profit (loss)                     36             (13)              49                   377  %            42            (13)             55                  423  %


Segment sales
For the three and six months ended April 30, 2021, our Global Operations segment
net sales increased by $87 million and $114 million, respectively, or 171% and
96%, respectively, compared to the prior year periods. The increase was
primarily driven by higher volumes and parts sales revenues in our South America
operations of $74 million and $129 million, respectively, and the recognition of
an estimated $28 million related to Brazilian tax credits in both periods,
partially offset by a decrease of $16 million and $43 million, respectively, due
to the devaluation of the Brazilian real against the U.S. dollar as the average
conversion rate weakened by 14% and 23%, compared to the respective prior year
periods.
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Segment profit
For the three and six months ended April 30, 2021, our Global Operations segment
profit increased by $49 million and $55 million, respectively, or 377% and 423%,
respectively, compared to the prior year periods. The increase was primarily due
to higher volumes of $13 million and $19 million, respectively, and the
recognition of an estimated $26 million related to Brazilian tax credits in both
periods, and $12 million of asset impairment charges recognized in the second
quarter of 2020.
Financial Services Segment
                                                                                                     Six Months Ended April
                          Three Months Ended April 30,                                                         30,
(in millions, except %
change)                       2021             2020            Change            % Change              2021            2020          Change            % Change
Financial Services
segment revenues, net     $      50          $   64          $   (14)                  (22) %       $   101          $ 121          $  (20)                 (17) %
Financial Services
segment profit                   15              24               (9)                  (38) %            27             41             (14)                 (34) %


Segment revenues
For the three and six months ended April 30, 2021, our Financial Services
segment net revenues decreased by $14 million and $20 million, respectively, or
22% and 17%, respectively, compared to the prior year periods. The decrease was
primarily driven by lower average yields of $13 million and $17 million,
respectively. In addition to a decline in average yields, $3 million of the
decrease in net revenues for the six months ended April 30, 2021 resulted from
lower finance receivables due to lower volumes.
Segment profit
For the three and six months ended April 30, 2021, our Financial Services
segment profit decreased by $9 million and $14 million, respectively, or 38% and
34%, respectively, compared to the prior year periods. The decrease was
primarily driven by lower revenues of $14 million and $20 million, respectively,
and an increase in SG&A expenses of $3 million and $6 million, respectively, due
to higher depreciation on operating leases, partially offset by a decrease in
interest expense of $8 million and $14 million, respectively, resulting from
lower borrowing requirements and lower borrowing rates.
Supplemental Information
The following tables provide additional information on truck industry retail
units, market share data, order units, and chargeout units. These tables present
key metrics and trends that provide quantitative measures of our performance.
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Truck Industry Retail Deliveries
The following table summarizes approximate industry retail deliveries for our
Core markets, categorized by relevant class, according to Wards Auto and IHS
Markit ("Polk") and our Core retail deliveries:
                                     Three Months Ended April 30,                                                                Six Months Ended April 30,
(in units)                        2021                           2020               Change              % Change               2021                       2020               Change              % Change
Core markets (U.S. and
Canada)
School buses(A)                  4,600                            4,700               (100)                   (2) %          11,200                     11,300                 (100)                   (1) %
Class 6 and 7 medium trucks     21,100                           18,700              2,400                    13  %          43,700                     41,400                2,300                     6  %
Class 8 heavy trucks            47,200                           33,700             13,500                    40  %          92,800                     77,900               14,900                    19  %
Class 8 severe service
trucks                          16,700                           16,000                700                     4  %          33,300                     35,500               (2,200)                   (6) %
Total Core markets              89,600                           73,100             16,500                    23  %         181,000                    166,100               14,900                     9  %
Combined class 8 trucks         63,900                           49,700             14,200                    29  %         126,100                    113,400               12,700                    11  %
Navistar Core retail
deliveries                      13,300                           12,100              1,200                    10  %          27,300                     24,500                2,800                    11  %

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(A)  The School bus retail market deliveries include buses classified as B, C,
and D and are being reported on a one-month lag.
Truck Retail Delivery Market Share
The following table summarizes our approximate retail delivery market share
percentages for the Class 6 through 8 U.S. and Canada truck markets, based on
market-wide information from Wards Auto and Polk:
                                                                             Three Months Ended
                                         April 30,         January 31,          October 31,                               April 30,
                                           2021                2021                 2020            July 31, 2020           2020
Class 6-8 Trucks (U.S. and Canada)
Class 6 and 7 medium trucks                 23.6  %              21.7  %              19.0  %             22.1  %             22.9  %
Class 8 heavy trucks                         9.6  %               8.7  %              10.4  %             10.6  %             11.6  %
Class 8 severe service trucks               13.4  %              15.0  %              18.9  %             16.5  %             14.6  %
Combined class 8 trucks                     10.6  %              10.4  %              12.5  %             12.6  %             12.5  %


Truck Orders, net
We define orders as written commitments received from customers and dealers
during the year to purchase trucks. Net orders represent new orders received
during the year less order cancellations made during the same year. Orders do
not represent guarantees of purchases by customers or dealers and are subject to
cancellation. Orders may be either sold orders, which will be built for specific
customers, or stock orders, which will generally be built for dealer inventory
for eventual sale to customers. These orders may be placed at our assembly
plants in the U.S. and Mexico for destinations anywhere in the world and include
trucks and buses. Historically, we have had an increase in net orders for stock
inventory from our dealers at the end of the year due to a combination of demand
and, from time to time, incentives to the dealers. Increases in stock orders
typically translate to higher future chargeouts. The following table summarizes
our approximate net orders for Core units:
                                    Three Months Ended April 30,                                                               Six Months Ended April 30,
(in units)                       2021                           2020               Change             % Change               2021                      2020               Change             % Change
Core markets (U.S. and
Canada)
School buses                    4,500                            3,000             1,500                    50  %           6,200                     7,200              (1,000)                  (14) %
Class 6 and 7 medium trucks    14,200                            2,800            11,400                   407  %          24,100                     6,000              18,100                   302  %
Class 8 heavy trucks           14,500                            2,400            12,100                   504  %          25,800                     3,400              22,400                   659  %
Class 8 severe service
trucks                          6,500                            2,000             4,500                   225  %          10,200                     3,600               6,600                   183  %
Total Core markets             39,700                           10,200            29,500                   289  %          66,300                    20,200              46,100                   228  %
Combined class 8 trucks        21,000                            4,400            16,600                   377  %          36,000                     7,000              29,000                   414  %


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Truck Chargeouts
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. The following table summarizes our approximate
worldwide chargeouts:
                                        Three Months Ended April 30,                                                                  Six Months Ended April 30,
(in units)                           2021                           2020                Change              % Change                2021                      2020               Change             % Change
Core markets (U.S. and Canada)
School buses                        2,200                             3,100               (900)                   (29) %           3,200                     5,000              (1,800)                  (36) %
Class 6 and 7 medium trucks         5,000                             4,900                100                      2  %           9,300                     9,300                   -                     -  %
Class 8 heavy trucks                4,900                             3,700              1,200                     32  %           8,200                     6,100               2,100                    34  %
Class 8 severe service trucks       1,800                             2,500               (700)                   (28) %           3,800                     5,400              (1,600)                  (30) %
Total Core markets                 13,900                            14,200               (300)                    (2) %          24,500                    25,800              (1,300)                   (5) %

Other markets(A)                    3,900                             3,200                700                     22  %           8,300                     7,600                 700                     9  %
Total worldwide units              17,800                            17,400                400                      2  %          32,800                    33,400                (600)                   (2) %
Combined class 8 trucks             6,700                             6,200                500                      8  %          12,000                    11,500                 500                     4  %

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(A)  Other markets primarily consist of Class 4/5 vehicles, Export Truck,
Mexico, and post-sale Navistar Defense. Other markets include certain Class 4/5
vehicle chargeouts of 1,900 and 4,000 GM-branded units sold to GM during the
three and six months ended April 30, 2021, respectively, and 1,100 and 3,200
during the three and six months ended April 30, 2020, respectively.

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