8-K

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): September 4, 2013

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
(Address of principal executive offices)	(Zip Code)

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

(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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

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.

The information regarding the results of operations and financial condition of Navistar International Corporation (the “Company”) responsive to this Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated into this Item 2.02 by 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 September 4, 2013, the Company filed its Quarterly Report on Form 10-Q for the period ended July 31, 2013 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, which is one of the largest combined commercial truck, school bus and mid-range diesel engine producers, will present via live web cast its fiscal 2013 third quarter financial results on Wednesday, September 4th. A live web cast is scheduled at approximately 9:00 AM Eastern. Speakers on the web cast will include: Troy Clarke, President and Chief Executive Officer; Jack Allen, Executive Vice President and Chief Operating Officer; Walter Borst, Executive Vice President and Chief Financial Officer; and other company leaders. A copy of the slides containing financial and operating information to be used as part of the web cast are attached as Exhibit 99.2 to this Current Report and are incorporated by reference herein.

The web cast can be accessed through a link on the investor relations page of Company’s web site at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the website at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial and military trucks, MaxxForce^® brand diesel engines, and IC Bus™ brand school and commercial buses. The Company 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.

The following documents are filed herewith:

Exhibit No.	Description
99.1	Press Release.
99.2	Slide Presentation for Third Quarter 2013 Financial Results Web Cast to be held on September 4, 2013.

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. 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, 2012. 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.

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:	Walter G. Borst
Title:	Executive Vice President and Chief Financial Officer

Dated: September 4, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release.
99.2	Slide Presentation for Third Quarter 2013 Financial Results Web Cast to be held on September 4, 2013.

EX-99.1

Exhibit 99.1

Media Contact:	Steve Schrier, 331-332-2264
Investor Contact:	Heather Kos, 331-332-2406
Web site:	www.Navistar.com/newsroom

NAVISTAR REPORTS THIRD QUARTER RESULTS

• Reports third quarter net loss of $247 million

• Ends quarter with $1.09 billion in manufacturing cash

• Sees Class 8 order share jump to more than 20% in the quarter

• Expects Cummins ISB engine to drive medium-duty truck and bus recovery in 2014

• Initiates new cost reduction actions projected to generate $50-$60 million in savings

LISLE, Ill. (September 4, 2013) – Navistar International Corporation (NYSE: NAV) today announced a third quarter 2013 net loss of $247 million, or $3.06 per diluted share, compared to third quarter 2012 net income of $84 million, or $1.22 per diluted share. Excluding discontinued operations, Navistar recorded a third quarter 2013 loss from continuing operations of $237 million, or $2.94 per diluted share, compared to third quarter 2012 income from continuing operations of $80 million, or $1.16 per diluted share. Third quarter 2012 results included an income tax benefit of $188 million that primarily resulted from a change in the company’s estimated annual effective tax rate.

The year-over-year decline was primarily driven by lower volumes in its core North America truck business due to the impact of the company’s transition to SCR-based products and weaker industry conditions. This was partially offset by a $36 million reduction in engineering and product development costs and $14 million in lower selling, general and administrative (SG&A) expenses.

Total revenue in the quarter was $2.9 billion, down 12 percent from the third quarter of 2012. The decline reflects lower net sales across all classes of its core truck business, due to the impact of the company’s SCR emissions transition for both heavy- and medium-duty vehicles and a nine percent drop in overall industry demand in North America during the quarter. This was partially offset by stronger year-over-year volumes in the South America engine business.

Navistar finished the third quarter 2013 with $1.09 billion in manufacturing cash and marketable securities, delivering at the high end of its cash guidance range of $1.0 billion to $1.1 billion, as a result of strong cash management and working capital performance.

“We were pleased with our strong cash performance in the quarter. We also continued to make solid progress on key elements of our Drive to Deliver turnaround plan, especially the on-time launches of our new Class 8 product offerings, which drove Navistar’s order share up to more than 20 percent in the quarter, compared to 12 percent in the second quarter. We’re encouraged by the growing customer acceptance of our new products,” said Troy A. Clarke, Navistar’s president and chief executive officer. “At the same time, we clearly need to accelerate progress with our financial results, and we are already implementing additional cost reduction and business improvement actions to counter our near-term volume challenges. This includes resizing our company to match our current business environment.”

Earlier this month, the company began implementing new cost-reduction initiatives, including an enterprise-wide reduction in force, which will impact a combined 500 salaried employees and long-term contractor positions globally. The company expects to complete nearly all of these job reductions by the end of its 2013 fiscal year, and projects these and related activities will generate an additional $50 to $60 million in annual savings starting in its fiscal year 2014.

“These actions are always difficult, but we are committed to making tough choices to return Navistar to profitability,” Clarke added.

The company is also dedicated to moving forward quickly on the next critical product strategy phase in its turnaround—offering selective catalytic reduction (SCR) emissions aftertreatment on its medium-duty vehicles. Just yesterday, Navistar announced plans to expand its medium-duty engine offerings to include the Cummins ISB 6.7-liter engine for International^® DuraStar^® and IC Bus™ CE Series vehicles. The company’s first saleable units will be built this month and Navistar has set an okay-to-ship date for trucks in late December.

“Adding the Cummins ISB allows us to get medium-duty SCR offerings into the market faster while providing customers with a market-proven engine,” said Jack Allen, Navistar’s executive vice president and chief operating officer. “We expect it will open the door to new customers, while strengthening demand with existing ones. In fact, a number of customers had already approached us about adding this choice. As a result, we’re convinced the ISB will put us on a positive path to recapture medium-duty truck and school bus sales and market share.”

As for fourth quarter guidance, the company projects it will finish the year with manufacturing cash and marketable securities in the range of $1.0 billion to $1.1 billion.

Summary of Financial Results:

	Third Quarter						First Nine Months
(in millions, except per share data)	2013			2012			2013			2012
Sales and revenues, net	$	2,861		$	3,246		$	8,024		$	9,516
Segment Results:
Truck	$	(58	)	$	(26	)	$	(225	)	$	(98	)
Engine		(86	)		(47	)		(251	)		(275	)
Parts		76			73			253			164
Financial Services		23			22			64			75
Loss from continuing operations before income taxes	$	(211	)	$	(96	)	$	(617	)	$	(554	)
Income (loss) from continuing operations, net of tax(A)		(237	)		80			(704	)		(202	)
Net loss(A)		(247	)		84			(744	)		(241	)
Diluted loss per share from continuing operations(A)	$	(2.94	)	$	1.16		$	(8.76	)	$	(2.92	)
Diluted loss per share(A)		(3.06	)		1.22			(9.25	)		(3.49	)

(A) Amounts attributable to Navistar International Corporation.

SEGMENT REPORTING

Truck – For the third quarter 2013, the truck segment reported a loss of $58 million, compared with a $26 million loss for the same period one year ago, on lower net sales of $1.92 billion, a 15 percent decrease year-over-year. The segment’s loss was primarily driven by a decline in traditional truck volumes due to lower industry conditions and the impact of the company’s emissions transition, as well as lower military volumes and service revenue. The loss was partially offset by lower engineering and product development costs and lower SG&A expenses.

Engine – For the third quarter 2013, the engine segment reported a loss of $86 million, compared to a $47 million loss in third quarter 2012. Net sales were 14 percent lower year-over-year at $723 million. The loss was driven by lower volumes in the United States and higher adjustments to pre-existing warranties and partially offset by reduced engineering and product development costs.

Parts – For the third quarter 2013, the parts segment reported a profit of $76 million, a four percent improvement versus third quarter 2012, despite a nine percent decline ($51 million) in net sales year-over-year. Lower SG&A expenses more than offset the impact of lower military parts sales.

Financial Services – For the third quarter 2013, the financial services segment profit was $23 million, up slightly versus third quarter 2012, despite net revenues being down five percent year-over-year, as a result of the ongoing transition of retail loans to GE Capital. Overhead cost reductions more than offset the lower net interest margin amount.

About Navistar

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

Forward-Looking Statement

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. 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, 2012. 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.

Navistar International Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
(in millions, except per share data)	2013			2012			2013			2012
Sales and revenues
Sales of manufactured products, net	$	2,820		$	3,204		$	7,905		$	9,387
Finance revenues		41			42			119			129
Sales and revenues, net		2,861			3,246			8,024			9,516
Costs and expenses
Costs of products sold		2,547			2,800			7,196			8,350
Restructuring charges		6			4			14			23
Asset impairment charges		17			—			17			10
Selling, general and administrative expenses		308			322			905			1,049
Engineering and product development costs		99			135			310			402
Interest expense		76			59			240			182
Other expense (income), net		22			12			(35	)		33
Total costs and expenses		3,075			3,332			8,647			10,049
Equity in income (loss) of non-consolidated affiliates		3			(10	)		6			(21	)
Loss from continuing operations before income taxes		(211	)		(96	)		(617	)		(554	)
Income tax benefit (expense)		(16	)		188			(53	)		387
Income (loss) from continuing operations		(227	)		92			(670	)		(167	)
Income (loss) from discontinued operations, net of tax		(10	)		4			(40	)		(39	)
Net income (loss)		(237	)		96			(710	)		(206	)
Less: Net income attributable to non-controlling interests		10			12			34			35
Net income (loss) attributable to Navistar International Corporation	$	(247	)	$	84		$	(744	)	$	(241	)
Amounts attributable to Navistar International Corporation common shareholders:
Income (loss) from continuing operations, net of tax	$	(237	)	$	80		$	(704	)	$	(202	)
Income (loss) from discontinued operations, net of tax		(10	)		4			(40	)		(39	)
Net income (loss)	$	(247	)	$	84		$	(744	)	$	(241	)
Earnings (loss) per share:
Basic:
Continuing operations	$	(2.94	)	$	1.16		$	(8.76	)	$	(2.92	)
Discontinued operations		(0.12	)		0.06			(0.49	)		(0.57	)
	$	(3.06	)	$	1.22		$	(9.25	)	$	(3.49	)
Diluted:
Continuing operations	$	(2.94	)	$	1.16		$	(8.76	)	$	(2.92	)
Discontinued operations		(0.12	)		0.06			(0.49	)		(0.57	)
	$	(3.06	)	$	1.22		$	(9.25	)	$	(3.49	)
Weighted average shares outstanding:
Basic		80.6			68.7			80.4			69.1
Diluted		80.6			68.9			80.4			69.1

Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets

(in millions, except per share data)	July 31, 2013			October 31, 2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	425		$	1,087
Restricted cash and cash equivalents		78			—
Marketable securities		708			466
Trade and other receivables, net		777			749
Finance receivables, net		1,590			1,663
Inventories		1,336			1,537
Deferred taxes, net		77			74
Other current assets		273			261
Total current assets		5,264			5,837
Restricted cash		92			161
Trade and other receivables, net		30			94
Finance receivables, net		381			486
Investments in non-consolidated affiliates		80			62
Property and equipment (net of accumulated depreciation and amortization of $2,393 and $2,228)		1,714			1,660
Goodwill		255			280
Intangible assets (net of accumulated amortization of $91 and $78)		143			171
Deferred taxes, net		172			189
Other noncurrent assets		110			162
Total assets	$	8,241		$	9,102
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt	$	820		$	1,205
Accounts payable		1,546			1,686
Other current liabilities		1,569			1,462
Total current liabilities		3,935			4,353
Long-term debt		3,904			3,566
Postretirement benefits liabilities		3,285			3,405
Deferred taxes, net		38			42
Other noncurrent liabilities		1,012			996
Total liabilities		12,174			12,362
Redeemable equity securities		4			5
Stockholders’ deficit
Series D convertible junior preference stock		3			3
Common stock (86.8 and 86.0 shares issued, respectively; and $0.10 par value per share and 220 shares authorized, at both dates)		9			9
Additional paid in capital		2,459			2,440
Accumulated deficit		(3,909	)		(3,165	)
Accumulated other comprehensive loss		(2,279	)		(2,325	)
Common stock held in treasury, at cost (6.4 and 6.8 shares, respectively)		(255	)		(272	)
Total stockholders’ deficit attributable to Navistar International Corporation		(3,972	)		(3,310	)
Stockholders’ equity attributable to non-controlling interests		35			45
Total stockholders’ deficit		(3,937	)		(3,265	)
Total liabilities and stockholders’ deficit	$	8,241		$	9,102

Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31,
(in millions)	2013			2012
Cash flows from operating activities
Net loss	$	(710	)	$	(206	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		225			209
Depreciation of equipment leased to others		105			37
Deferred taxes, including change in valuation allowance		19			(405	)
Impairment of property and equipment and intangible assets		25			38
Gain on sales of investments and businesses, net		(13	)		—
Amortization of debt issuance costs and discount		43			31
Stock-based compensation		19			16
Provision for doubtful accounts, net of recoveries		16			—
Equity in loss of non-consolidated affiliates, net of dividends		5			27
Write-off of debt issuance cost and discount		6			8
Other non-cash operating activities		(60	)		5
Changes in other assets and liabilities, exclusive of the effects of businesses acquired and disposed		354			586
Net cash provided by operating activities		34			346
Cash flows from investing activities
Purchases of marketable securities		(1,070	)		(672	)
Sales or maturities of marketable securities		828			1,230
Net change in restricted cash and cash equivalents		(9	)		48
Capital expenditures		(136	)		(250	)
Purchases of equipment leased to others		(351	)		(49	)
Proceeds from sales of property and equipment		22			12
Investments in non-consolidated affiliates		(25	)		(18	)
Business acquisitions, net of cash received		—			(12	)
Proceeds from sales of affiliates		50			1
Acquisition of intangibles		—			(14	)
Net cash provided by (used in) investing activities		(691	)		276
Cash flows from financing activities
Proceeds from issuance of securitized debt		279			1,155
Principal payments on securitized debt		(501	)		(1,532	)
Proceeds from issuance of non-securitized debt		390			717
Principal payments on non-securitized debt		(438	)		(582	)
Net increase (decrease) in notes and debt outstanding under revolving credit facilities		87			(195	)
Principal payments under financing arrangements and capital lease obligations		(55	)		(30	)
Debt issuance costs		(16	)		(20	)
Proceeds from financed lease obligations		276			—
Issuance of common stock		14			—
Purchase of treasury stock		—			(75	)
Proceeds from exercise of stock options		9			2
Dividends paid by subsidiaries to non-controlling interest		(35	)		(44	)
Other financing activities		4			(3	)
Net cash provided by (used in) financing activities		14			(607	)
Effect of exchange rate changes on cash and cash equivalents		(19	)		(7	)
Increase (decrease) in cash and cash equivalents		(662	)		8
Cash and cash equivalents at beginning of the period		1,087			539
Cash and cash equivalents at end of the period	$	425		$	547

Navistar International Corporation and Subsidiaries

Segment Reporting

(Unaudited)

We define segment profit (loss) as net income (loss) from continuing operations attributable to Navistar International Corporation excluding income tax benefit (expense). Operating results for interim reporting periods are not necessarily indicative of annual operating results.

Beginning in the first quarter of 2013, the Company began reporting the operating results of WCC and certain operating results of Monaco as discontinued operations in the Company’s consolidated statements of operations. The 2012 selected financial information has been restated to reflect this change.

The following tables present selected financial information for our reporting segments:

(in millions)	Truck			Engine			Parts		Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended July 31, 2013
External sales and revenues, net	$	1,909		$	439		$	472	$	41	$	—		$	2,861
Intersegment sales and revenues		15			284			19		20		(338	)		—
Total sales and revenues, net	$	1,924		$	723		$	491	$	61	$	(338	)	$	2,861
Income (loss) from continuing operations attributable to NIC, net of tax	$	(58	)	$	(86	)	$	76	$	23	$	(192	)	$	(237	)
Income tax expense		—			—			—		—		(16	)		(16	)
Segment profit (loss)	$	(58	)	$	(86	)	$	76	$	23	$	(176	)	$	(221	)
Depreciation and amortization(B)	$	40		$	30		$	3	$	10	$	5		$	88
Interest expense		—			—			—		17		59			76
Equity in income of non-consolidated affiliates		—			3			—		—		—			3
Capital expenditures(B)(C)		16			8			1		—		4			29
(in millions)	Truck			Engine			Parts		Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended July 31, 2012
External sales and revenues, net	$	2,250		$	441		$	513	$	42	$	—		$	3,246
Intersegment sales and revenues		13			399			29		22		(463	)		—
Total sales and revenues, net	$	2,263		$	840		$	542	$	64	$	(463	)	$	3,246
Income (loss) from continuing operations attributable to NIC, net of tax	$	(26	)	$	(47	)	$	73	$	22	$	58		$	80
Income tax benefit		—			—			—		—		188			188
Segment profit (loss)	$	(26	)	$	(47	)	$	73	$	22	$	(130	)	$	(108	)
Depreciation and amortization(B)	$	41		$	28		$	2	$	9	$	6		$	86
Interest expense		—			—			—		20		39			59
Equity in income (loss) of non-consolidated affiliates		(12	)		1			1		—		—			(10	)
Capital expenditures(B)(C)		21			39			6		1		7			74

(in millions)	Truck			Engine			Parts		Financial Services(A)		Corporate and Eliminations			Total
Nine Months Ended July 31, 2013
External sales and revenues, net	$	5,080		$	1,309		$	1,516	$	119	$	—		$	8,024
Intersegment sales and revenues		41			898			57		59		(1,055	)		—
Total sales and revenues, net	$	5,121		$	2,207		$	1,573	$	178	$	(1,055	)	$	8,024
Income (loss) from continuing operations attributable to NIC, net of tax	$	(225	)	$	(251	)	$	253	$	64	$	(545	)	$	(704	)
Income tax expense		—			—			—		—		(53	)		(53	)
Segment profit (loss)	$	(225	)	$	(251	)	$	253	$	64	$	(492	)	$	(651	)
Depreciation and amortization(B)	$	174		$	102		$	8	$	29	$	17		$	330
Interest expense		—			—			—		52		188			240
Equity in income of non-consolidated affiliates		—			2			4		—		—			6
Capital expenditures(B)(C)		47			77			2		1		9			136
(in millions)	Truck			Engine			Parts		Financial Services(A)		Corporate and Eliminations			Total
Nine Months Ended July 31, 2012
External sales and revenues, net	$	6,677		$	1,301		$	1,409	$	129	$	—		$	9,516
Intersegment sales and revenues		26			1,292			98		70		(1,486	)		—
Total sales and revenues, net	$	6,703		$	2,593		$	1,507	$	199	$	(1,486	)	$	9,516
Income (loss) from continuing operations attributable to NIC, net of tax	$	(98	)	$	(275	)	$	164	$	75	$	(68	)	$	(202	)
Income tax benefit		—			—			—		—		387			387
Segment profit (loss)	$	(98	)	$	(275	)	$	164	$	75	$	(455	)	$	(589	)
Depreciation and amortization(B)	$	111		$	87		$	8	$	25	$	15		$	246
Interest expense		—			—			—		67		115			182
Equity in income (loss) of non-consolidated affiliates		(27	)		2			4		—		—			(21	)
Capital expenditures(B)(C)		53			116			18		2		61			250
(in millions)	Truck(B)			Engine			Parts		Financial Services		Corporate and Eliminations			Total
Segment assets, as of:
July 31, 2013	$	2,052		$	1,581		$	657	$	2,444	$	1,507		$	8,241
October 31, 2012		2,118			1,777			707		2,563		1,937		$	9,102

(A) Total sales and revenues in the Financial Services segment include interest revenues of $47 million and $140 million for the three and nine months ended July 31, 2013, respectively, and $53 million and $168 million for three and nine months ended July 31, 2012, respectively.

(B) The segment assets as of October 31, 2012 includes amounts related to discontinued operations.

(C) Exclusive of purchases of equipment leased to others.

SEC Regulation G Non-GAAP Reconciliation

The financial measures presented below are unaudited and not in accordance with, or an alternative for, financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

Manufacturing cash, cash equivalents, and marketable securities represents the Company’s consolidated cash, cash equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our investments are highly liquid in nature.

Manufacturing revenue represents the Sales of manufactured products, net, from the Company’s consolidated statements of operations.

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

	As of July 31, 2013
(in millions)	Manufacturing Operations		Financial Services Operations		Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	413	$	12	$	425
Marketable securities		674		34		708
Total Cash and cash equivalents and Marketable securities	$	1,087	$	46	$	1,133

EX-99.2

NYSE: NAV

3

RD

QUARTER

2013

EARNINGS

PRESENTATION

September 4, 2013

Exhibit 99.2

2

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Safe Harbor

Statement

Information provided and statements contained in this report that are not purely historical are

forward-looking

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

as amended, Section

21E of the Securities Exchange Act of 1934, as amended, and the

Private Securities Litigation Reform Act of 1995. 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, 2012.

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.

3

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Other Cautionary Notes

The financial information herein contains audited and unaudited information and

has been prepared by management in good faith and based on data currently

available to the Company.

Certain non-GAAP measures are used in this presentation to assist the reader

in

understanding our core manufacturing business.

We believe this information is

useful

and

relevant

to

assess

and

measure

the

performance

of

our

core

manufacturing business as it illustrates manufacturing performance without regard

to selected historical legacy costs (i.e. pension and other postretirement costs). It

also excludes financial services and other items that may not be

related to the

core manufacturing business or underlying results. Management often uses this

information to assess and measure the underlying performance of our operating

segments.

We have chosen to provide this supplemental information to investors,

analysts,

and

other

interested

parties

to

enable

them

to

perform

additional

analyses of operating results. The non-GAAP numbers are reconciled to the most

appropriate GAAP number in the appendix of this presentation.

NYSE: NAV

Troy Clarke, President & CEO

3

RD

QUARTER

2013

RESULTS

5

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

2013 Strategic Objectives

•

Q3 2013 Financials

•

Drive to Deliver Update

•

Summary

•

Q&A

3

RD

Quarter

Actions

6

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Introduction

Walter G. Borst

Executive Vice President & Chief Financial Officer

7

NYSE: NAV

Guiding Principles               Near-Term Priorities

•

Quality

•

Cost

•

Sense of Urgency

•

Great Products

•

Customer Satisfaction

•

People

2013

2013

Drive to Deliver

Drive to Deliver

Deliver Our

Deliver Our

2013 Plans

2013 Plans

Hit Our

Hit Our

Launches

Launches

Improve

Improve

Quality

Quality

Sales

Sales

Momentum

Momentum

7

Q3 2013 Earnings –

09/04/2013

8

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

EBITDA

•

One-time Costs

•

Global Challenges

•

North America Volumes

•

Positive Cash Performance

•

Structural Cost Savings

•

Increase in Class 8 Order Share

•

Introduction of Cummins ISB 6.7L

•

Non-core Assets Actions

3

RD

Quarter

Summary

9

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Drive to Deliver

Making progress in our turnaround:

Goal

2015 End of year

run rate of

8-10% EBITDA

2012

QUARTERS 1-2 / 2013

QUARTERS 3-4 / 2013

8/27:

Conducted VSP and

RIF to improve cost structure

9/6:

Launched ROIC-focused

strategy

10/23:

Finalized contract

with Cummins

10/26:

Restructured in Brazil

10/30:

Announced closer of

Garland facility

10/31:

Completed equity

offering

10/31:

Ended year with $1.5B

manufacturing cash

11/15:

Launched ProStar

with ISX, ahead of schedule

12/18:

Announced

intent

to

sell stake in Mahindra J.V.

1/6:

Initiated best-in-class

benchmarking initiative

2/12:

Completed

sale

of

equity interests

2/19:

Subleased

Alabama

facility

3/4:

Sold

Workhorse

Custom

Chassis

3/7:

Named

Troy

Clarke

President and CEO

4/11:

Launched

9900i,

PayStar 5900 with Cummins

ISX15L

4/16:

Named

Jack

Allen

COO

4/16:

Achieved

EPA

certification on 13L with SCR

4/29:

Launched

ProStar

with 13L with SCR

5/16:

Announced

the

sale

of Navistar RV

5/20:

Named

Bill

Kozek

President, NA Truck and

Parts

5/28:

Launched

TerraStar

4x4

5/30:

Named Bill Osborne

SVP, Global Quality

6/20:

Announced idling of

West Point facility

6/24:

Named

Walter

Borst

EVP and CFO

7/16:

Launched WorkStar

with 13L with SCR

7/31:

Ended Q3 with $1.087B

manufacturing cash

8/8:

Launched TranStar

with 13L with SCR

8/12:

Navistar and Cummins

reach 10,000 orders

8/28:

Conducted RIF to

improve cost structure

9/3:

Announced expanded

product offering with

Cummins ISB

2014  ACTIONS

Walter G. Borst, Executive Vice President & CFO

3

RD

QUARTER

2013

RESULTS

NYSE: NAV

11

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Q3 2013 Year Over Year Results

* Attributable to Navistar International Corporation

Q3 2013

Q3 2012

Change

Revenue (Millions)

$2,861

$3,246

$(385)

Manufacturing Segment Profit

(Loss) (Millions)

$(68)

$0

$(68)

EBITDA

(1)

(Millions)

$(74)

$17

$(91)

Profit (Loss) from Continuing

Operations* (Millions)

$(237)

$80

$(317)

Diluted Profit (Loss)  Per Share

from

Continuing

Operations*

(2)

$(2.94)

$1.16

$(4.10)

Notes: 

(1)

EBITDA: Excludes $(10) million from discontinued operations.

(2) 

Diluted (Loss) Per Share from discontinued operations were $(0.12) in Q3 2013 and $0.06 in Q3 2012,  Average shares outstanding were 80.6 million in

Q3 2013 compared to 68.9 million in Q3 2012.

Note:

This slide contains non-GAAP information; please see the REG G in

appendix for a detailed reconciliation. 

12

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Profit (Loss) from Continuing Operations

Q3 2012 to Q3 2013

$ in millions

80

(237)

(84)

(35)

(248)

50

($300)

($200)

($100)

$0

$100

$200

2012Q3 Actual

Structural Cost

Industry, Volume & Mix

Warranty

Taxes, Interest & Other

2013Q3 Actual

13

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Q3 2013 Manufacturing Cash Update

$ in millions

*Cash balance includes marketable securities.

**As shown on 6/10/2013

Note:

This slide contains non-GAAP information; please see the REG G in

appendix for a detailed reconciliation. 

Guidance**

Actual

Q2 2013 Manufacturing Cash Balance*

$1,164

$1,164

Consolidated EBITDA

0 - 50

(74)

Capex / Cash Interest / Pension & OPEB Funding

(190)

(148)

Change in Net Working Capital

46 - 96

147

Debt Payments / Other

(20)

(2)

Q3 2013 Manufacturing Cash Balance*

$1,000 - $1,100

$1,087

14

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Guidance:  Q4 2013 Manufacturing Cash

$ in millions

* Cash balance includes marketable securities.

Note:

This slide contains non-GAAP information; please see the REG G in

appendix for a detailed reconciliation. 

Guidance

Q3 2013 Manufacturing Cash Balance*

$1,087

Consolidated EBITDA

0  - 50

Capex / Cash Interest / Pension & OPEB Funding

(173)

Change in Net Working Capital

72  - 122

Debt Payments / Other

14

Q4 2013 Manufacturing Cash Balance*

$1,000  - $1,100

15

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

Pleased with 3

rd

Quarter Cash Balance

•

Recapture Recent Market Share Losses

•

Right Size Cost Structure

•

Deliver on Future Profitability Targets

Summary

NYSE: NAV

Jack Allen, COO

DRIVE TO DELIVER

17

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Guiding Principles               Near-Term Priorities

•

Quality

•

Cost

•

Sense of Urgency

•

Great Products

•

Customer Satisfaction

•

People

2013

2013

Drive to Deliver

Drive to Deliver

Hit Our

Launches

Improve

Quality

Deliver Our

2013 Plans

Sales

Momentum

18

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Investing in Quality –

Actions Demonstrate Customer Commitment

•

Field campaigns ahead of

schedule

•

Uptime has significantly

improved

•

Positive quality trend continues

with new products

19

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Class 6 –

8 Industry Trends

•

Mixed signals in fundamental economic

drivers

•

Class 8 Q3  industry volumes 8% lower

than prior quarter

•

FY 2013 Class 8 industry volume

205,000 –

215,000

•

FY 2014 Class 8 industry volume grows to

220,000 –

230,000

20

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

15L ISX

•

•

•

13L SCR

•

•

Sales Momentum at Navistar

Majority of model and

configuration rollout complete

10,000+ orders received since

December 1

st

, 2012

Positive performance leads to

repeat orders

3,000,000+ test miles logged

4,500+ orders received since

March 1

st

, 2013

21

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Market share

Class 8

•

•

Medium Duty

•

Q3 order share 20%, Q3 retail

share 14%

Retail share to improve

Q3 order share 16%, Q3 retail

share 24%

•

Announcement yesterday intended

to reverse this trend

22

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Medium Truck & Bus with Cummins ISB 6.7L

Cummins ISB 6.7L

•

•

•

•

Navistar Proprietary Engines

•

•

Cummins ISB order book open NOW!

Speed to market

Market-proven engine technology

Navistar experience with ISB

Initial production September, shipments

in December 2013

Revised transition plan for mid-range engines

Continue to offer EGR versions of mid-range engines

23

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

Structural cost: 

•

$236 million in savings to date

•

Additional $50 to $60 million savings initiated for FY 2014

•

North America Parts:  Increased profit margins

•

Material cost:  Ahead of plan

•

Manufacturing:  Closed Garland

•

Defense: Impact of sequestration

•

Global: Social situation in Brazil, foreign exchange, Colombia

Drive to Deliver Progress

24

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

Encouraged by Market Reception of Class 8 Products

•

Expect Medium-Duty Offerings to Follow Suit

•

Progressing Toward Profitability

•

Building Momentum for 2014

•

8-10% EBITDA Run Rate Goal by End of 2015

Summary

NYSE: NAV

Troy Clarke, President & CEO

SUMMARY

26

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

•

2014 Areas of Improvement

•

Fixed Cost Savings

•

Structural Cost Savings

•

Manufacturing Optimization

•

Variable Cost Savings

•

Material Cost

•

Design Cost Reductions

Summary

•

8-10% EBITDA run rate goal by end of 2015

•

Improve Market Share

NYSE: NAV

APPENDIX

28

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

A Leader in Several Commercial Vehicle Segments

Note: Based on market share position determined by brand

Market Share

Q3 FY2013: ~24%

Market Share

Q3 FY2013: ~18%

Market Share

Q3 FY2013: ~12%

U.S. and Canada Class 6-8:

29

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Navistar Financial Corporation

Highlights

•

Q3 2013: $23 million Financial Services Segment Profit

•

Total U.S. financing availability of $768 million as of July 31,

2013 (includes

bank facility availability of $388 million)

•

Debt/Equity Leverage: 2.5 to 1

Retail Notes

Bank Facility

•

$840 million facility ($500

million revolver and $340

million term loan matures in

December 2016)

–

Funding for retail notes,

wholesale notes, retail

accounts, and dealer open

accounts

•

On balance sheet

•

NFSC wholesale trust as of

July 2013

–

$924 million funding facility 

–

Variable portion matures

March 2014

–

Term portions mature October

2013 and January 2015

•

On balance sheet

•

Broader product offering

•

Enhanced ability to support

large fleets

•

Better access to less

expensive capital

Dealer Floor Plan

30

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Market Share

We

define

our

“traditional”

markets

to

include

U.S.

and

Canada

and

Class

6

through

8

medium

and

heavy

truck.

We

classify

militarized

commercial

vehicles

sold

to

the

U.S.

and

Canadian

militaries

as

Class

8

severe

service

within

our

“traditional”

markets.

Our

“traditional”

markets

include

CAT-branded

units

sold

to

Caterpillar

under

our

North

America

supply

agreement.

Traditional Market Share

Q1

Q2

Q3

Q4

Full Year

Q1

Q2

Q3

Q4

Full Year

Q1

Q2

Q3

Class 6 and 7 medium trucks

36%

36%

46%

44%

41%

27%

36%

36%

34%

33%

25%

26%

24%

Class 8 heavy trucks

17%

16%

17%

18%

17%

17%

15%

15%

13%

15%

11%

12%

12%

Class 8 severe service trucks

33%

32%

36%

37%

35%

31%

30%

30%

30%

30%

26%

22%

18%

Combined Class 8

21%

19%

21%

22%

21%

19%

18%

18%

17%

18%

14%

15%

14%

Market Share –

U.S. & Canada School Bus and Class 6-8

2011

2012

2013

31

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Worldwide Truck Chargeouts

We define our “traditional”

markets

to include U.S. and Canada School

bus and Class 6 through 8 medium

and heavy truck. We classify

militarized commercial vehicles

sold to the U.S. and Canadian

militaries as Class 8 severe service

within our “traditional”

markets. Our

“traditional”

markets include CAT-

branded units sold to Caterpillar

under our North America supply

agreement.

FISCAL YEAR 2011

Q1

Q2

Q3

Q4

FULL YEAR

BUS

2,100

2,000

2,200

2,900

9,200

MEDIUM

4,600

7,200

7,400

7,900

27,100

HEAVY

4,700

5,200

6,800

9,000

25,700

SEVERE

2,700

3,200

3,700

3,700

13,300

TOTAL

14,100

17,600

20,100

23,500

75,300

NON-TRADITIONAL MILITARY

100

400

200

700

1,400

EXPANSIONARY

4,900

6,900

8,000

9,500

29,300

WORLDWIDE TRUCK-Continued Ops

19,100

24,900

28,300

33,700

106,000

DISCONTINUED OPERATIONS

400

700

600

700

2,400

WORLDWIDE TRUCK-Total

19,500

25,600

28,900

34,400

108,400

FISCAL YEAR 2012

Q1

Q2

Q3

Q4

FULL YEAR

BUS

1,700

2,600

2,900

2,500

9,700

MEDIUM

4,300

7,100

5,800

4,700

21,900

HEAVY

8,000

7,200

6,300

5,600

27,100

SEVERE

3,300

3,600

3,600

3,100

13,600

TOTAL

17,300

20,500

18,600

15,900

72,300

NON-TRADITIONAL MILITARY

200

400

500

500

1,600

EXPANSIONARY

7,100

7,300

7,600

7,400

29,400

WORLDWIDE TRUCK-Continued Ops

24,600

28,200

26,700

23,800

103,300

DISCONTINUED OPERATIONS

200

200

400

900

1,700

WORLDWIDE TRUCK-Total

24,800

28,400

27,100

24,700

105,000

FISCAL YEAR 2013

Q1

Q2

Q3

Q4

FULL YEAR

BUS

2,000

2,500

2,600

-

7,100

MEDIUM

4,100

4,500

3,400

-

12,000

HEAVY

4,500

4,500

5,900

-

14,900

SEVERE

2,400

2,100

2,800

-

7,300

TOTAL

13,000

13,600

14,700

-

41,300

NON-TRADITIONAL MILITARY

300

300

100

-

700

EXPANSIONARY

6,600

5,900

8,000

-

20,500

WORLDWIDE TRUCK-Continued Ops

19,900

19,800

22,800

-

62,500

DISCONTINUED OPERATIONS

200

200

-

-

400

WORLDWIDE TRUCK-Total

20,100

20,000

22,800

0

62,900

32

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Worldwide Engine Shipments

Navistar

Q1

Q2

Q3

Q4

Full Year

OEM sales - South America

27,200

37,100

38,200

36,100

138,600

Other OEM sales

4,500

4,400

3,700

3,600

16,200

Intercompany sales

17,300

23,500

22,300

25,700

88,800

Total Shipments

49,000

65,000

64,200

65,400

243,600

Navistar

Q1

Q2

Q3

Q4

Full Year

OEM sales - South America

24,100

25,300

28,600

28,700

106,700

Other OEM sales

2,200

2,000

3,000

2,900

10,100

Intercompany sales

21,600

23,400

20,600

17,500

83,100

Total Shipments

47,900

50,700

52,200

49,100

199,900

Navistar

Q1

Q2

Q3

Q4

Full Year

OEM sales - South America

25,600

30,800

31,000

-

87,400

Other OEM sales

1,900

2,300

2,600

-

6,800

Intercompany sales

16,500

15,100

14,900

-

46,500

Total Shipments

44,000

48,200

48,500

-

140,700

2013

2011

2012

33

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Order Receipts –

U.S. & Canada

We define our “traditional”

markets to include U.S. and Canada School bus and Class 6 through 8 medium and heavy truck. We classify

militarized commercial

vehicles

sold

to

the

U.S.

and

Canadian

militaries

as

Class

8

severe

service

within

our

“traditional”

markets. Our

“traditional”

markets include

CAT-branded

units

sold

to

Caterpillar

under

our

North

America

supply agreement.

(in units)

2013

2012

Change

2013

2012

Change

School buses

(A)

2,400

2,500

(100)

(4)%

7,000

7,800

(800)

(10)%

Class 6 and 7 medium trucks

2,500

4,000

(1,500)

(38)%

9,600

15,700

(6,100)

(39)%

Class 8 heavy trucks

7,700

5,000

2,700

54%

17,900

18,700

(800)

(4)%

Class 8 severe service trucks

(B)

2,600

3,100

(500)

(16)%

7,000

10,100

(3,100)

(31)%

Total "traditional" markets

15,200

14,600

600

4%

41,500

52,300

(10,800)

(21)%

Combined class 8 trucks

10,300

8,100

2,200

27%

24,900

28,800

(3,900)

(14)%

(A)   U.S. and Canada School buses include buses classified as B, C and D.

(B)   Truck

segment

net

orders

include

CAT-branded

units

sold

to

Caterpillar

under

our

North

America

supply

agreement.

Order Receipts: U.S. & Canada (Units)

"Traditional" Markets (U.S. and Canada)

%

Change

Three Months

Ended July 31,

%

Change

Nine Months

Ended July 31,

34

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

U.S. and Canada Dealer Stock Inventory*

*Includes U.S. and Canada Class 4-8 and school bus inventory, but does not include U.S. IC Bus or Workhorse Custom Chassis inventory.

-

2,000

4,000

6,000

8,000

10,000

12,000

Excludes the

US portion of IC Bus

35

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Frequently Asked Questions

Q1:

What is included in Corporate and Eliminations?

A:

The primary drivers of Corporate and Eliminations are Corporate SG&A, pension and OPEB expense (excluding amounts allocated

to the segments), annual incentive, manufacturing interest expense, and the elimination of intercompany sales and profit between

segments.

Q2:

What is included in your equity in loss of non-consolidated affiliates?

A:

Equity in loss of non-consolidated affiliates is derived from our ownership interests in partially-owned affiliates that are not

consolidated.

Q3:

What is your net income attributable to non-controlling interests?

A:

Net income attributable to non-controlling interests is the result of the consolidation of subsidiaries in which we do not own 100%,

and is primarily comprised of Ford's non-controlling interest in our Blue Diamond Parts joint venture.

Q4:

What are your expected 2013 and beyond pension funding requirements?

A:

Future contributions are dependent upon a number of factors, principally the changes in values of plan assets, changes in

interest rates and the impact of any funding relief currently under consideration. In 2013, we expect to contribute $166 million

to meet the minimum required contributions for all plans. We currently expect that from 2014 through 2016, the Company will

be required to contribute at least $200 million per year in to the Plans, depending on asset performance and discount rates.

This is lower than our previously reported expectations due to the impact of the Moving Ahead for Progress in the 21st

Century Act which was enacted in July 2012.

36

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Frequently Asked Questions

Q5:

What is your expectation for future cash tax payments?

A:

Q6:

What is the current balance of net operating losses as compared to other deferred tax assets?

A:

Q7:

How does your FY 2013 Class 8 industry outlook compare to ACT Research?

A:

Our cash tax payments will remain low in 2013 and will gradually increase as we utilize available net operating losses (NOLs) and

tax credits in the future years.

As of October 31, 2012 the Company has deferred tax assets for U.S. federal NOLs valued at $318 million, state NOLs valued at $95

million, and foreign NOLs valued at $155 million, for a total undiscounted cash value of $568 million.  In addition to NOLs, the

Company has deferred tax assets for accumulated tax credits of $218 million and other deferred tax assets of $2.1 billion resulting in

net deferred tax assets before valuation allowances of approximately $2.9 billion. Of this amount, $2.7 billion is subject to a valuation

allowance at the end of FY2012.

Reconciliation to ACT:

ACT*

CY to FY adjustment

Total (ACT comparable Class 8 to Navistar)

Original Fcst

Revised Fcst

Navistar Industry Retail Deliveries Combined Class 8 Trucks

215,000

205,000

Navistar difference from ACT

5,800

15,800

2.7%

7.7%

*Source:  ACT N.A. Commercial Vehicle Outlook - August 2013

U.S. and Canadian Class 8 Truck Sales

2013

227,800

(7,000)

220,800

37

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Frequently Asked Questions

Q8:

What is your manufacturing interest expense for Fiscal Year 2013?

A:

Interest expense is forecasted at $251 million.

Q9:

What should we assume for capital expenditures in Fiscal Year 2013?

A:

We plan to come in around $175 million, which is lower than our traditionally guided capital spending range of $200 million to $300

million for products and development.

Capital spending related to Engineering Integration is funded through the RZFBs and is not

included in that range.

Q10:

For the manufacturing debt currently outstanding in your most recent financial statement filings, what are the respective

maturity dates and principal amounts outstanding?

A:

The amounts and maturity dates are as follows (the values shown below are the amounts due and exclude the accounting impact

of any OID or bifurcation):

Senior Secured Term Loan Credit Facility, due August 17, 2017

$698 million

8.25% Senior Notes due November 1, 2021

$1,200 million

3.0% Senior Subordinated Convertible Notes due October 15, 2014

$570 million

Debt of majority owned dealerships (various maturity dates)

$54 million

Financing arrangements and capital lease obligations (various maturity dates)

$82 million

Loan Agreement related to the 6.5% Tax Exempt Bonds due October 15, 2040

$225 million

Promissory Note due September 30, 2015

$23 million

Financed Lease Obligations

$213 million

Other (various maturity dates)

$33 million

Total

$3,098 million

38

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Frequently Asked Questions

Q11:

You disclosed in your Q2 2013 10Q that included in your results of operations for the three and six months ended April 30,

2013 out-of-period adjustments, which represent corrections of prior-period errors related to the accounting for certain

sales transactions financed by GE. What was the impact on your current results and how will these types of transactions

impact future results?

A:

Our operating agreement with GE, our preferred source of retail customer financing for equipment offered by us and our dealers in

the

U.S.,

includes

a

loss

sharing

arrangement

for

certain

credit

losses. The determination was made that certain sales that were

ultimately

financed

by

GE

as

leases,

did

not

qualify

for

revenue

recognition and should have been accounted for as borrowings as

we retained substantial risks of ownership in the leased property. The proceeds from the initial transfer should have been recorded

as an obligation and amortized to revenue over the term of the financing. In addition, the financed equipment should have been

transferred from inventory to equipment leased to others and depreciated over the term of the financing. Our financial exposure

remains the same regardless of GE financing as a lease or as a note. That is, we have no additional residual exposure as a result

of these transactions.

Correcting the errors in the second quarter of 2013, which were not material to any of the prior periods, resulted in an $8 million

increase to Net loss in our Consolidated Statements of Operations for periods prior to fiscal 2013. The adjustments included $37

million of depreciation and $8 million of interest expense related to periods prior to fiscal 2013. In the future we will have increased

depreciation and interest expense as a result of these transactions and any future transactions that are accounted for similarly.

39

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Q3 2013 Segment Profit

Q3 2013

GAAP

Q3 2012

GAAP

Change

Truck

$(58)

$(26)

$(32)

Engine

$(86)

$(47)

$(39)

Parts

$76

$73

$3

Financial

Services

(1)

$23

$22

$1

Segment Profit (Loss)

$(45)

$22

$(67)

Note:

This slide contains non-GAAP information; please see the REG G in

appendix for a detailed reconciliation. 

$ in millions

Notes: 

(1)

Total sales and revenues in the Financial Services segment include interest revenues of $47 million for the three months ended July 31, 2013,

and $53 million for the three months ended July 31, 2012.

40

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

The

debt

balances

listed

above

include

accounting

impacts

of

any

OID and bifurcation.

Outstanding Debt Balances

(in millions)

July 31, 2013

October 31, 2012

Manufacturing operations:

Senior Secured Term Loan Credit Facility, as Amended, due 2017, net of unamortized

discount of $5 and $9, respectively

693

$         

991

8.25%

Senior

Notes,

due

2021,

net

of

unamortized

discount

of

$23

and $28,

respectively

1,177

872

3.0% Senior Subordinated Convertible Notes, due 2014, net of unamortized discount of

$32 and $50, respectively

538

520

Debt of majority-owned dealerships

54

60

Financing arrangements and capital lease obligations

82

140

Loan Agreement related to 6.5% Tax Exempt Bonds, due 2040

225

225

Promissory Note

23

30

Asset-Based Credit Facility

—

—

Financed lease obligations

213

—

Other

33

67

Total Manufacturing operations debt

3,038

2,905

Less: Current portion

116

172

Net long-term Manufacturing operations debt

2,922

$      

2,733

Financial Services operations:

July 31, 2013

October 31, 2012

Asset-backed debt issued by consolidated SPEs, at fixed and variable rates, due

serially through 2019

791

$         

994

Bank

revolvers,

at

fixed

and

variable

rates,

due

dates

from

2013

through 2019

837

763

Commercial paper, at variable rates, matured in 2013

—

31

Borrowings secured by operating and finance leases, at various rates, due serially

through 2017

58

78

Total Financial Services operations debt

1,686

1,866

Less: Current portion

704

1,033

Net long-term Financial Services operations debt

982

$         

833

$         

$         

$         

$         

41

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

Manufacturing Cash Flow

Beginning Mfg. Cash

1

Balance

Fiscal 2010

Fiscal 2011

Fiscal 2012

Q1 2013

Q2 2013

Q3 2013

October 31, 2009

1,152

$      

October 31, 2010

1,100

$      

October 31, 2011

1,186

$      

October 31, 2012

1,505

$      

January 31, 2013

1,189

$      

April 30, 2013

1,164

$      

Approximate Cash Flows:

From Operations

409

680

(298)

(203)

(34)

(11)

From Investing / (Cap Ex)

(350)

(485)

(362)

(71)

(232)

(54)

From Financing / (Debt Pay Down)

(110)

(106)

977

(37)

242

3

Exchange Rate Effect

(1)

(3)

2

(5)

(1)

(15)

Net Cash Flow

(52)

$          

86

$           

319

$         

(316)

$        

(25)

$          

(77)

$          

Ending Mfg. Cash

1

Balance:

October 31, 2010

1,100

$      

October 31, 2011

1,186

$      

October 31, 2012

1,505

$      

January 31, 2013

1,189

$      

April 30, 2013

1,164

$      

July 31, 2013

1,087

$      

1

Cash = Cash, Cash Equivalents & Marketable Securities

$ in millions

42

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

SEC Regulation G Non-GAAP Reconciliation

The financial measures presented below are unaudited and not in accordance with, or an alternative for, financial measures presented

in accordance with U.S. generally accepted accounting principles (GAAP). The non-GAAP financial information presented herein

should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with

GAAP. 

Manufacturing Segment Results:

We believe manufacturing segment results, which includes the segment results of our Truck, Engine, and Parts reporting segments,

provide meaningful information of our core manufacturing business and therefore we use it to supplement our GAAP reporting by

identifying items that may not be related to the core manufacturing business. Management often uses this information to assess and

measure the performance of our operating segments. We have chosen to provide this supplemental information to investors, analysts

and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations

giving effect to the non-GAAP adjustments shown in the below reconciliation, and to provide an additional measure of performance.

Earnings (loss) Before Interest, Income Taxes, Depreciation, and Amortization (“EBITDA”):

We define EBITDA as our consolidated net income (loss) from continuing operations attributable to Navistar International Corporation,

net of tax, plus manufacturing interest expense, income taxes, and depreciation and amortization. We believe EBITDA provides

meaningful information to the performance of our business and therefore we use it to supplement our GAAP reporting. We have

chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform

additional analyses of operating results.

Manufacturing Cash Flow and Manufacturing Cash, Cash Equivalents, and Marketable Securities:

Manufacturing cash flow is used and is presented to aid in developing an understanding of the ability of our operations to generate

cash for debt service and taxes, as well as cash for investments in working capital, capital expenditures and other liquidity needs. This

information is presented as a supplement to the other data provided because it provides information which we believe is useful to

investors for additional analysis. Our manufacturing cash flow is prepared with marketable securities being treated as a cash

equivalent. Manufacturing cash, cash equivalents, and marketable securities represents the Company’s consolidated cash, cash

equivalents, and marketable securities excluding cash, cash equivalents, and marketable securities of our financial services

operations. We include marketable securities with our cash and cash equivalents when assessing our liquidity position as our

investments are highly liquid in nature. We have chosen to provide this supplemental information to investors, analysts and other

interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect

to the non-GAAP adjustments shown in the below reconciliation, and to provide an additional measure of performance.

43

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

SEC Regulation G –

Manufacturing Cash Fiscal Year Comparison

Manufacturing cash, cash equivalents, and marketable securities reconciliation:

(Dollars in Millions)

July 31,

2013

October 31,

2012

October 31,

2011

October 31,

2010

Manufacturing segment cash and cash equivalents

413

$        

1,059

$     

488

$        

534

$        

Financial services segment cash and cash equivalents

12

28

51

51

Consolidated cash and cash equivalents

425

$        

1,087

$     

539

$        

585

$        

Manufacturing marketable securities

674

$        

446

$        

698

$        

566

$        

Financial services segment marketable securities

34

20

20

20

Consolidated marketable securities

708

$        

466

$        

718

$        

586

$        

Manufacturing segment cash and cash equivalents

413

$        

1,059

$     

488

$        

534

$        

Manufacturing marketable securities

674

446

698

566

Manufacturing segment cash, cash equivalents and marketable securities

1,087

$     

1,505

$     

1,186

$     

1,100

$     

44

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

SEC Regulation G –

Manufacturing Cash

**Adjusted to exclude marketable securities from the ending balance and to include the change in marketable securities in the cash flows from

investing/capital expenditures line.

Manufacturing segment cash flow reconciliation:

Manufacturing

Operations

Financial

Services

Operations

Adjustments

Condensed

Consolidated

Cash Flows **

(Dollars in Millions)

For the year ended October 31, 2010

Cash flows from operations

409

698

-

1,107

Cash flows from investing / capital expenditures

(350)

492

(576)

(434)

Cash flows from financing / debt pay down

(110)

(1,180)

(10)

(1,300)

Effect of exchange rate changes

(1)

1

-

-

Net cash flows

(52)

11

(586)

(627)

Beginning cash, cash equivalents and marketable securities balance

1,152

60

-

1,212

Ending cash, cash equivalents and marketable securities balance

1,100

$             

71

(586)

$               

585

$                 

For the year ended October 31, 2011

Cash flows from operations

680

200

-

880

Cash flows from investing / capital expenditures

(485)

(206)

(132)

(823)

Cash flows from financing / debt pay down

(106)

6

-

(100)

Effect of exchange rate changes

(3)

-

-

(3)

Net cash flows

86

-

(132)

(46)

Beginning cash, cash equivalents and marketable securities balance

1,100

71

(586)

585

Ending cash, cash equivalents and marketable securities balance

1,186

$             

71

$                    

(718)

$               

539

$

$

$

$

$

$

$

$

$

$

45

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

SEC Regulation G –

Manufacturing Cash

**Adjusted to exclude marketable securities from the ending balance and to include the change in marketable securities in the cash flows

from investing/capital expenditures line.

Manufacturing segment cash flow reconciliation:

Manufacturing

Operations

Financial

Services

Operations

Adjustments

Condensed

Consolidated

Cash Flows **

(Dollars in Millions)

For the year ended October 31, 2012

Cash flows from operations

(298)

908

-

610

Cash flows from investing / capital expenditures

(362)

108

252

(2)

Cash flows from financing / debt pay down

977

(1,040)

-

(63)

Effect of exchange rate changes

2

1

-

3

Net cash flows

319

(23)

252

548

Beginning cash, cash equivalents and marketable securities balance

1,186

71

(718)

539

Ending cash, cash equivalents and marketable securities balance

1,505

48

(466)

1,087

For nine months ended July 31, 2013

Cash flows from operations

(248)

282

-

34

Cash flows from investing / capital expenditures

(357)

(92)

(242)

(691)

Cash flows from financing / debt pay down

208

(194)

-

14

Effect of exchange rate changes

(21)

2

(19)

Net cash flows

(418)

(2)

(242)

(662)

Beginning cash, cash equivalents and marketable securities balance

1,505

48

(466)

1,087

Ending cash, cash equivalents and marketable securities balance

1,087

46

(708)

425

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

46

NYSE: NAV

SEC Regulation G –

Non-GAAP Reconciliations

$ in millions

Q3 2013 Earnings –

09/04/2013

47

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

SEC Regulation G –

Significant Items Included Within Our Results

(A)

In the third quarter and first nine months of 2013, the Company incurred charges for adjustments to pre-existing warranties of $48 million and $252 million, respectively. During

the third quarter and first nine months of 2012, the Company recorded charges for adjustments to pre-existing warranties of $30 million and $259 million, respectively. For the

third quarter and first nine months of 2012, the associated tax impact of the charges were income tax benefits of $101 million and $102 million, respectively. 

(B)

In the third quarter of 2013, the Company recorded asset impairment charges of $17 million, of which $13 million was recognized by the Truck segment and $4 million was

recognized by the Engine segment. These charges are the result of our ongoing evaluation of our portfolio of assets to validate their strategic and financial fit, which led to the

discontinuation of certain engineering programs related to products that were determined to be outside of our core operations or not performing to our expectations.

In the second quarter of 2012, the Company recognized asset impairment charges of $38 million that resulted from the decision to idle Workhorse Custom Chassis business, of

which, $28 million was recognized in the Income (loss) from discontinued operations, net of tax and $10 million was recognized by the Parts segment. In the third quarter and first

nine months of 2012, the associated tax impact of the adjustments recognized in Income (loss) from discontinued operations, net of tax were income tax benefits of $3 million and

$10 million, respectively.  For both the third quarter and first nine months of 2012 the associated tax impact of the charges related to continuing operations were an income tax

benefit of $4 million.

(C)

In the third quarter and first nine months of 2013, the Engine segment recorded charges for non-conformance penalties of $7 million and $29 million, respectively, primarily for

certain 13L engine sales. In the third quarter and first nine months of 2012, the Engine segment recorded charges for non-conformance penalties of $10 million and $20 million,

respectively. For both the third quarter and first nine months of 2012, the associated tax impact of the adjustments were an income tax benefit of $8 million.

(D)

Of the total charges for accelerated depreciation in the first nine months of 2013, $20 million was related to certain assets related to the closure of our Garland Facility, and $19

million, which included the $4 million recognized in the third quarter of 2013, was primarily related to certain assets affected by the discontinuation of certain engine programs,

particularly the MaxxForce15L. The Truck segment recognized charges of $23 million in the first nine months of 2013, and the Engine segment recognized charges of $4 million

and $16 million, in the third quarter and first nine months of 2013, respectively.

(E)

In the second quarter of 2013, the Company sold its stake in the Mahindra Joint Ventures to Mahindra. The first nine months of 2013 results include a gain of $26 million from the

divestiture, of which the Truck and Engine segments recognized $15 million and $11 million, respectively.

(F)

In May 2013, we divested substantially all of our interest in the operations of Monaco. As a result of the divestiture, we impaired certain assets and recognized a loss totaling $24

million in the first nine months of 2013. The loss was included in the Income (loss) from discontinued operations, net of tax.

(G)

As a result of the legal settlement with Deloitte and Touche LLP in December 2012, we received cash proceeds of $35 million in the first quarter of 2013.

(H)

In the second quarter of 2012, we recognized an income tax benefit of $181 million from the release of a significant portion of our income tax valuation allowance on our Canadian

deferred tax assets.

The above items relating to 2013 did not have a material impact on taxes due to the valuation allowances on our U.S. deferred tax assets, which was established in the fourth quarter

of 2012. The above items relating to charges in 2012 have been adjusted to reflect the impact of income taxes which are calculated based on the respective periods estimated annual

effective tax rate. The income tax impact of the third quarter of 2012 adjustments reflects the impact of a change in the third quarter of 2012 to the Company's 2012 estimated annual

effective tax rate. The change is the result of updates to the forecasted earnings and the jurisdictional mix.

Three Months Ended

July 31,

Nine Months Ended         

July 31,

(in millions)

2013

2012

2013

2012

Expense (income):

Adjustments to pre-existing warranties

(A)

$

48

$

(71)

$

252

$

157

Asset impairment charges

(B)

17

(7)

17

24

Charges for non-conformance penalties

(C)

7

2

29

12

Accelerated depreciation

(D)

4

—

39

—

Mahindra Joint Ventures divestiture

(E)

2

—

(26)

—

Monaco RV divestiture

(F)

(1)

—

24

—

Legal settlement

(G)

—

—

(35)

—

Income tax valuation allowance release

(H)

—

—

—

(181)

48

NYSE: NAV

Q3 2013 Earnings –

09/04/2013

ROIC Definition

(PBT  + Mfg Interest + Implied Interest on Operating Leases) X (1-Cash Tax Rate)

Paid-in-Capital –

Treasury Stock + Retained Earnings  + Book Value of

Operating Leases + Book Value of Mfg Debt  –

Mfg Cash

4

1

–

Excludes significant items such as restructuring, impairments, and engineering

integration expenses

2

–

If an Accumulated Deficit exists, then it will not be included in the calculation

3

–

Excludes Financial Services Operation debt

4

–

Manufacturing Cash includes Cash and cash equivalents + Marketable

securities

1

2

3