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): March 5, 2014

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 March 5, 2014, the Company filed its Quarterly Report on Form 10-Q for the period ended January 31, 2014 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 2014 first quarter financial results on Wednesday, March 5th. 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 First Quarter 2014 Financial Results Web Cast to be held on March 5, 2014.

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, 2013. 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: March 5, 2014

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release.
99.2	Slide Presentation for First Quarter 2014 Financial Results Web Cast to be held on March 5, 2014.

EX-99.1

Exhibit 99.1

Navistar International Corporation     P : 331-332-5000     W : navistar.com   2701 Navistar Dr.   Lisle, IL 60532 USA

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

NAVISTAR REPORTS FIRST QUARTER RESULTS

• Navistar reports net loss of $248 million on revenues of $2.2 billion

• Ends quarter with $1.1 billion in manufacturing cash, at high end of guidance

• EBITDA better than guidance, excluding one-time items and pre-existing warranty

• Finishes Q1 with 56 percent backlog increase year-over-year

• Delivers $67 million in additional structural cost savings

LISLE, Ill. (March 5, 2014) – Navistar International Corporation (NYSE: NAV) today announced a first quarter 2014 net loss of $248 million, or $3.05 per diluted share, compared to a first quarter 2013 net loss of $123 million, or $1.53 per diluted share. Revenues in the quarter were $2.2 billion, down from $2.6 billion in the first quarter of 2013. Lower sales volumes, primarily due to the company’s medium-duty emissions strategy transition and lower military sales, drove the year-over-year performance decline, which was partially offset by $67 million in reduced structural costs. First quarter 2014 results include an unfavorable impact of $21 million due to fluctuations in foreign exchange rates and $18 million in asset impairment charges.

“We signaled that this would be a tough quarter due to our mid-range product transition, the ongoing reduced sales in our military business, and because the first quarter, historically, represents the weakest operational period of the year for us. Given all this, we are encouraged we hit our cash and adjusted EBITDA guidance,” said Troy A. Clarke, Navistar’s president and chief executive officer. “Clearly, we have more hard work to do to rebuild our market share and further reduce our costs, but we continue to make progress on our Drive to Deliver, and we feel we’re off to a solid start in 2014.”

Navistar delivered at the high end of its first quarter manufacturing cash guidance range of $1.0 billion to $1.1 billion, ending the quarter with approximately $1.1 billion in manufacturing cash, cash equivalents and marketable securities. First quarter 2014 EBITDA was a loss of $110 million, which included $52 million in pre-existing warranty adjustments and a net $21 million in one-time items. Adjusted EBITDA was a loss of $37 million, which was better than the company’s first quarter guidance of a loss between $50 million to $100 million, excluding pre-existing warranty and one-time items.

First quarter product highlights included the successful launch of the Cummins ISB engine offering in the medium-duty International^® DuraStar^® and IC Bus^™ CE Series school bus. These and other actions helped the company achieve Class 6/7 retail share of 22 percent and Class 8 retail share of 18 percent in January. Both represented the highest monthly retail share performance Navistar has attained in the last six months, and helped offset lower than expected retail performance in the first two months of the quarter. The company finished the quarter with an order backlog 56 percent higher than this time one year ago.

Also during the quarter, Navistar swept the competition at this year’s American Truck Dealers Convention and Exposition in January. Selected based on a number of criteria, including innovation and design, safety and driver and owner satisfaction, the International ProStar^® with Cummins ISX15 engine and International TerraStar^® 4x4 were named “2014 Heavy-Duty Commercial Truck of the Year” and “2014 Medium-Duty Commercial Truck of the Year,” respectively.

Navistar continued engine restructuring efforts last month when it announced plans to consolidate mid-range engine manufacturing into its Melrose Park, Ill., engine plant. Once completed later this summer, these actions – which include idling the Huntsville, Ala., mid-range engine plant – are expected to reduce Navistar’s operating costs by more than $22 million annually.

As a next step in its engine business restructuring, the company is announcing it will add selective catalytic reduction (SCR) emissions technology to its high horsepower inline six-cylinder (I-6) engine platforms to complement the recent launch of the Cummins ISB. The company is already taking orders with deliveries scheduled for this summer.

“These actions will help us deliver on one of our biggest opportunities—reclaiming our market position in medium-duty and bus, which historically have been important businesses for us and our dealers,” Clarke said. “We’re gaining momentum in the marketplace. As we fully launch our mid-range SCR portfolio in the coming months and complete this phase of our engine restructuring, we anticipate we will improve our financial performance throughout 2014 and remain on path to achieving our guidance of an 8 to 10 percent EBITDA margin run rate exiting 2015.”

Summary of Financial Results:

	Quarters Ended January 31,
(in millions, except per share data)	2014			2013
Sales and revenues, net	$	2,208		$	2,637
Segment Results:
North America Truck	$	(207	)	$	(101	)
North America Parts		104			117
Global Operations		(33	)		(10	)
Financial Services		23			22
Loss from continuing operations, net of tax(A)	$	(249	)	$	(114	)
Net loss(A)		(248	)		(123	)
Diluted loss per share from continuing operations(A)	$	(3.07	)	$	(1.42	)
Diluted loss per share(A)		(3.05	)		(1.53	)

(A) Amounts attributable to Navistar International Corporation

North America Truck — For the first quarter 2014, the North America truck segment recorded a loss of $207 million, compared with a year-ago first quarter loss of $101 million. The year-over-year deterioration was driven by an 18 percent drop in net sales due to lower traditional truck volumes, primarily driven by the company’s mid-range emissions strategy transition and significantly lower demand for the company’s military products due to reduced spending in the tactical wheeled vehicles segment. Reduced SG&A expenses and engineering and product

development costs helped partially offset the impact of lower revenues. Additionally, the segment incurred asset impairment charges of $18 million related to the company’s ongoing evaluation of certain North American truck portfolio assets and $3 million of charges related to the idling of the Huntsville mid-range engine plant.

North America Parts — For the first quarter 2014, the North America parts segment recorded a profit of $104 million, compared with a year-ago first quarter profit of $117 million. The year-over-year decrease primarily was driven by lower military sales, which partially were offset by lower SG&A expenses resulting from the company’s ongoing cost-reduction initiatives.

Global Operations — For the first quarter 2014, global operations recorded a loss of $33 million, compared with a year-ago first quarter loss of $10 million. The year-over-year decline was driven by lower volumes in Navistar’s South America engine operations and unfavorable exchange rate fluctuations, primarily in the Brazilian Real, as well as lower export truck sales.

Financial Services — For the first quarter 2014, the financial services segment recorded a profit of $23 million, comparable to first quarter 2013 profit of $22 million. Financial Service’s debt-to-equity ratio stood at 2.4:1 at the end of the first quarter 2014.

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, 2013. 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)

	Quarters Ended January 31,
(in millions, except per share data)	2014			2013
Sales and revenues
Sales of manufactured products, net		2,169			2,598
Finance revenues		39			39
Sales and revenues, net		2,208			2,637
Costs and expenses
Costs of products sold		2,014			2,286
Restructuring charges		3		$	2
Asset impairment charges		18			—
Selling, general and administrative expenses		239			285
Engineering and product development costs		90			111
Interest expense		82			74
Other expense (income), net		14			(38	)
Total costs and expenses		2,460			2,720
Equity in loss of non-consolidated affiliates		—			(1	)
Loss from continuing operations before income taxes		(252	)		(84	)
Income tax benefit (expense)		12			(15	)
Loss from continuing operations		(240	)		(99	)
Income (loss) from discontinued operations, net of tax		1			(9	)
Net loss		(239	)		(108	)
Less: Net income attributable to non-controlling interests		9			15
Net loss attributable to Navistar International Corporation	$	(248	)	$	(123	)
Amounts attributable to Navistar International Corporation common shareholders:
Loss from continuing operations, net of tax	$	(249	)	$	(114	)
Income (loss) from discontinued operations, net of tax		1			(9	)
Net loss	$	(248	)	$	(123	)
Earnings (loss) per share:
Basic:
Continuing operations	$	(3.07	)	$	(1.42	)
Discontinued operations		0.02			(0.11	)
	$	(3.05	)	$	(1.53	)
Diluted:
Continuing operations	$	(3.07	)	$	(1.42	)
Discontinued operations		0.02			(0.11	)
	$	(3.05	)	$	(1.53	)
Weighted average shares outstanding:
Basic		81.2			80.2
Diluted		81.2			80.2

Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets

	January 31,			October 31,
	2014			2013
(in millions, except per share data)	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	549		$	755
Marketable securities		630			830
Trade and other receivables, net		553			737
Finance receivables, net		1,461			1,597
Inventories		1,382			1,210
Deferred taxes, net		74			72
Other current assets		249			258
Total current assets		4,898			5,459
Restricted cash		115			91
Trade and other receivables, net		28			29
Finance receivables, net		303			338
Investments in non-consolidated affiliates		75			77
Property and equipment (net of accumulated depreciation and amortization of $2,465 and $2,440, respectively)		1,700			1,741
Goodwill		170			184
Intangible assets (net of accumulated amortization of $100 and $97, respectively)		112			138
Deferred taxes, net		155			159
Other noncurrent assets		98			99
Total assets	$	7,654		$	8,315
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt	$	1,259		$	1,163
Accounts payable		1,430			1,502
Other current liabilities		1,564			1,596
Total current liabilities		4,253			4,261
Long-term debt		3,605			3,922
Postretirement benefits liabilities		2,531			2,564
Deferred taxes, net		25			33
Other noncurrent liabilities		1,117			1,136
Total liabilities		11,531			11,916
Redeemable equity securities		2			4
Stockholders’ deficit
Series D convertible junior preference stock		3			3
Common stock (86.8 shares issued, $0.10 par value per share and 220 shares authorized, all at both dates)		9			9
Additional paid in capital		2,478			2,477
Accumulated deficit		(4,311	)		(4,063	)
Accumulated other comprehensive loss		(1,861	)		(1,824	)
Common stock held in treasury, at cost (5.6 and 6.3 shares, respectively)		(230	)		(251	)
Total stockholders’ deficit attributable to Navistar International Corporation		(3,912	)		(3,649	)
Stockholders’ equity attributable to non-controlling interests		33			44
Total stockholders’ deficit		(3,879	)		(3,605	)
Total liabilities and stockholders’ deficit	$	7,654		$	8,315

Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Quarter Ended January 31,
(in millions)	2014			2013
Cash flows from operating activities
Net loss	$	(239	)	$	(108	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		55			89
Depreciation of equipment leased to others		31			11
Deferred taxes, including change in valuation allowance		(18	)		(9	)
Asset impairment charges		18			—
Amortization of debt issuance costs and discount		14			16
Stock-based compensation		5			5
Provision for doubtful accounts, net of recoveries		2			1
Equity in loss of non-consolidated affiliates, net of dividends		2			3
Other non-cash operating activities		(9	)		—
Changes in other assets and liabilities, exclusive of the effects of businesses acquired and disposed		46			58
Net cash provided by (used in) operating activities		(93	)		66
Cash flows from investing activities
Purchases of marketable securities		(378	)		(482	)
Sales or maturities of marketable securities		578			177
Net change in restricted cash and cash equivalents		(24	)		59
Capital expenditures		(21	)		(72	)
Purchases of equipment leased to others		(49	)		(32	)
Proceeds from sales of property and equipment		10			3
Investments in non-consolidated affiliates		(2	)		—
Net cash provided by (used in) investing activities		114			(347	)
Cash flows from financing activities
Proceeds from issuance of securitized debt		82			—
Principal payments on securitized debt		(94	)		(190	)
Proceeds from issuance of non-securitized debt		47			25
Principal payments on non-securitized debt		(53	)		(60	)
Net decrease in notes and debt outstanding under revolving credit facilities		(197	)		(32	)
Principal payments under financing arrangements and capital lease obligations		(4	)		(47	)
Debt issuance costs		(3	)		(1	)
Proceeds from financed lease obligations		20			—
Issuance of common stock		—			14
Proceeds from exercise of stock options		16			1
Dividends paid by subsidiaries to non-controlling interest		(20	)		(13	)
Net cash used in financing activities		(206	)		(303	)
Effect of exchange rate changes on cash and cash equivalents		(21	)		(6	)
Decrease in cash and cash equivalents		(206	)		(590	)
Cash and cash equivalents at beginning of the period		755			1,087
Cash and cash equivalents at end of the period	$	549		$	497

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

(in millions)	North America Truck			North America Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2014
External sales and revenues, net	$	1,277		$	597	$	295		$	39	$	—		$	2,208
Intersegment sales and revenues		88			10		8			16		(122	)		—
Total sales and revenues, net	$	1,365		$	607	$	303		$	55	$	(122	)	$	2,208
Income (loss) from continuing operations attributable to NIC, net of tax	$	(207	)	$	104	$	(33	)	$	23	$	(136	)	$	(249	)
Income tax benefit		—			—		—			—		12			12
Segment profit (loss)	$	(207	)	$	104	$	(33	)	$	23	$	(148	)	$	(261	)
Depreciation and amortization	$	58		$	4	$	8		$	10	$	6		$	86
Interest expense		—			—		—			17		65			82
Equity in income (loss) of non-consolidated affiliates		1			1		(2	)		—		—			—
Capital expenditures(B)		12			4		3			1		1			21
(in millions)	North America Truck			North America Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2013
External sales and revenues, net	$	1,538		$	669	$	391		$	39	$	—		$	2,637
Intersegment sales and revenues		127			18		15			20		(180	)		—
Total sales and revenues, net	$	1,665		$	687	$	406		$	59	$	(180	)	$	2,637
Income (loss) from continuing operations attributable to NIC, net of tax	$	(101	)	$	117	$	(10	)	$	22	$	(142	)	$	(114	)
Income tax expense		—			—		—			—		(15	)		(15	)
Segment profit (loss)	$	(101	)	$	117	$	(10	)	$	22	$	(127	)	$	(99	)
Depreciation and amortization	$	71		$	4	$	9		$	9	$	7		$	100
Interest expense		—			—		—			18		56			74
Equity in income (loss) of non-consolidated affiliates		2			1		(4	)		—		—			(1	)
Capital expenditures(B)		65			1		3			—		3			72
(in millions)	North America Truck			North America Parts		Global Operations			Financial Services		Corporate and Eliminations			Total
Segment assets, as of:
January 31, 2014	$	2,309		$	701	$	994		$	2,243	$	1,407		$	7,654
October 31, 2013		2,250			716		1,162			2,355		1,832			8,315

(A) Total sales and revenues in the Financial Services segment include interest revenues of $40 million and $47 million for the three months ended January 31, 2014 and 2013 , respectively.

(B) 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 and are reconciled to the most appropriate GAAP number below.

Manufacturing Cash, Cash Equivalents, and Marketable Securities:

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.

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.

Adjusted EBITDA:

We believe that adjusted EBITDA, which excludes certain identified items that we do not considered to be part of our ongoing business, improves the comparability of year to year results, and is representative of our underlying performance. Management 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 reconciliations, and to provide an additional measure of performance.

Structural costs consists of Selling, general and administrative expenses and Engineering and product development costs.

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

	As of January 31, 2014
(in millions)	Manufacturing Operations		Financial Services Operations		Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	503	$	46	$	549
Marketable securities		596		34		630
Total Cash and cash equivalents and Marketable securities	$	1,099	$	80	$	1,179

EBITDA reconciliation:

(in millions)	Quarter Ended January 31, 2014
Loss from continuing operations attributable to NIC, net of tax		(249	)
Plus:
Depreciation and amortization expense		86
Manufacturing interest expense(A)		65
Less:
Income tax benefit (expense)		12
EBITDA	$	(110	)

(A) Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the manufacturing and corporate operations, adjusted to eliminate intercompany interest expense with our Financial Services segment. The following table reconciles Manufacturing interest expense to the consolidated interest expense:

(in millions)	Quarter Ended January 31, 2014
Interest expense	$	82
Less: Financial services interest expense		17
Manufacturing interest expense	$	65

Adjusted EBITDA reconciliation:

(in millions)	Quarter Ended January 31, 2014
EBITDA (reconciled above)	$	(110	)
Less significant items of:
Adjustments to pre-existing warranties(A)	$	52
Significant items:
Asset impairments charges(B)		18
Restructuring charges		3
		73
Adjusted EBITDA	$	(37	)

(A) Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a greater use of judgment in developing estimates until historical experience becomes available.

(B) In the first quarter of 2014, the Company concluded it had a triggering event related to potential sales of assets requiring assessment of impairment for certain intangible and long-lived assets in the North America Truck segment. As a result, the North America Truck segment recognized asset impairment charges of $18 million.

The above items 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.

EX-99.2

Q1 EARNINGS PRESENTATION

March 5, 2014

Exhibit 99.2

2

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

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, 2013.

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

Q1 2014 Earnings –

3/5/2014

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

1    QUARTER 2014 RESULTS

Troy Clarke, President & CEO

*

*

*

*

*

*

*

*

*

*

*

*

ST

5

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Agenda

Q1 Overview

Troy Clarke

Financial Results

Walter Borst

Drive to Deliver Update

Jack Allen

Summary

Troy Clarke

6

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Transformation:

Guiding Principles & Priorities            

2013

2014

•

Leading Vehicle Uptime

•

Driving a Lean Enterprise

•

EBITDA Margin Expansion

•

Profitable Market Share

•

Quality

•

Cost

•

Sense of

Urgency

•

Great Products

•

Customer

Satisfaction

•

People

Turnaround:

•

Improve Quality

•

Hit our Launches

•

Deliver 2013 Plans

•

Sales Momentum

7

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

•

Continued to hit our cash guidance

•

Beat our Q1 adjusted EBITDA guidance

•

Engine restructuring

•

Focus on product and quality

•

Sales momentum

•

Continued structural cost savings

•

Pace of change will accelerate

1   Quarter Summary

st

NYSE: NAV

FINANCIAL RESULTS

Walter Borst, Executive Vice President & CFO

*

*

*

*

*

*

*

*

*

*

*

*

9

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Income Statement Summary

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

(A)   Amounts attributable to Navistar International Corporation.

$ in millions, except per share

Quarters Ended

January 31

2014

2013

Traditional Chargeouts

11,500

13,100

Sales and Revenues

$

2,208

$

2,637

EBITDA

$

(110)

$

57

Income (Loss) from Continuing Operations, Net of Tax

(A)

(249)

(114)

Diluted Loss Per Share from Continuing Operations

(A)

$

(3.07)

$

(1.42)

10

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Q1 2014 Segment Results

Segment Results:

North America Truck

$

(207)

$

(101)

North America Parts

104

117

Global Operations

(33)

(10)

Financial Services

23

22

Quarters Ended

January 31

2014

2013

11

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Q1 2014 EBITDA vs. Guidance

$ in millions

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

* Excluding pre-existing warranty and one-time items.

12

Q1 2014 Earnings –

3/5/2014

Q1 2014 Manufacturing Cash Update

$ in millions

* Cash balance includes marketable securities.

**Guidance as provided on 12/20/2013.

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

Guidance**

Actual

4Q 2013 Manufacturing Cash Balance*

$1,523

$1,523

Consolidated EBITDA

(100)-(50)

(110)

Capex / Cash Interest / Pension & OPEB

Funding

(154)

(125)

Change in Net Working Capital / Debt

Payments / Other

(269)-(219)

(189)

1Q 2014 Manufacturing Cash Balance

$1,000 -

$1,100

$1,099

Q1 2014 Earnings –

3/5/2014

Q1 Manufacturing Cash Balances*

* Cash balance includes marketable securities.

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

13

NYSE: NAV

14

Q1 2014 Earnings –

3/5/2014

Guidance: Q2 2014 Manufacturing Cash

$ in millions

* Cash balance includes marketable securities.

** Excluding one-time items and pre-existing warranty

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

Q2 Manufacturing Cash Balances*

(millions)

Guidance

Q1 2014 Manufacturing Cash Balance*

$1,099

Consolidated EBITDA**

$25-$75

Capex/Cash Interest/Pension & OPEB Funding

($136)

Change in Net Working Capital/Debt Payments/Other

$12-$62

Q2 2014 Manufacturing Cash Balance*

$1,000-$1,100

15

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Long-term EBITDA Goals

4 Pronged Action Plan to Improve EBITDA

Volume

Material

Structural

Warranty

increase

cost savings

cost  savings

cost reductions

2013 Actual

2014

2015 Exiting &

Long-term

Class 6 -

8 & Bus industry

301,300

300 -

335,000

325 -

350,000

Class 6 -

8 & Bus combined market share

18%

21%

22 -

24%

Material cost

Decrease

5% decrease

Structural cost savings

$330 million

Additional

$175 million

< 10% of sales

Warranty expense

Decrease

4% decrease

EBITDA Margin

8 –

10 %

16

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

•

Adjusted

EBITDA

better

than

Q1

guidance

•

Manufacturing

cash

met

guidance

for

the

sixth

consecutive

quarter

•

Long-term

EBITDA

goals

on

track

Summing It Up

NYSE: NAV

DRIVE TO DELIVER

Jack Allen, Executive Vice President & COO

18

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Q1 Summary

•

Operational Progress

–

New SCR based products continue to improve

–

No new warranty news

•

2014 Outlook 

–

Class 8 industry of 220,000 to 230,000 retail sales

–

Navistar Market share goal of  21% Class 6-8

19

Q1 2014 Earnings –

3/5/2014

•

Class 6/7 retail market share at 22% in January and 17% for Q1 

•

Class 8 retail market share 18% in January and 14% for Q1

•

Combined share (including bus) 20% in January and 16% for Q1

•

February truck orders 67% above Q1 levels and March off to a good start

•

Class 6-8 backlog was up 56% year over year.

•

North America production expected to be up 25% to 30% in Q2 versus

Q1 and 20% to 25% year over year.

Market Share

NYSE: NAV

20

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

2014

American Truck Dealers’

Trucks of the Year

Industry Recognition

TerraStar 4x4

ProStar with Cummins ISX

21

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

•

Multiple steps to improve product line and cost structure

–

Introduced ISX and MaxxForce 13 SCR in all Class 8 trucks

–

Cummins ISB added to Class 6/7 trucks and school bus

–

Consolidated mid-range engine manufacturing

•

Addition of SCR to the MaxxForce 9/10, production begins

Summer 2014

•

Optimal blend of proprietary and purchased engines for future

Engine Restructuring

22

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

•

Used Truck: Strong performance in Q1

•

Manufacturing: Enterprise-wide lean initiatives

•

Global: Impacted by lower volumes in Brazil

Drive to Deliver Progress in Q1 2014

NYSE: NAV

SUMMARY

Troy Clarke, President & CEO

#

#

#

#

#

#

#

#

24

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

•

Class

8

industry

of

220,000

-

230,000

•

2014 Class 6-8 and Bus share to be 21%

•

Structural cost reductions of $175 million

•

Driving material cost reductions to offset cost of SCR

•

Additional $1,400 of cost takeout on 13 liter SCR entering 2015

•

Manufacturing

cost

savings

of

$50

-

$60

million

•

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

2014 Milestones

NYSE: NAV

APPENDIX

#

#

#

#

#

#

#

26

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Navistar Financial Corporation

Highlights

•

Financial Services Segment profit of $23 million for Q1

•

Total U.S. financing availability of $744 million as of January 31, 2014

•

Debt/Equity Leverage of 2.4:1 as of January 31, 2014

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

January 2014

–

$950 million funding facility 

–

Variable portion matures

September 2014

–

Term portions mature January

2015 and September 2015

•

On balance sheet

•

Broader product offering

•

Enhanced ability to support large

fleets

•

Better access to less expensive

capital

27

Q1 2014 Earnings –

3/5/2014

A Leader in Several Commercial Vehicle Segments

Class 6/7

Medium-Duty

Retail

Market

Share:

Q1

2014:

17%

Q4

2013:

20%

Retail Market Share -

U.S. and Canada Class 6-8:

Class 8

Severe Service

Retail

Market

Share:

Q1

2014:

19%

Q4

2013:

20%

Class 8

Heavy

Retail

Market

Share:

Q1

2014:

12%

Q4

2013:

14%

Combined Class 8

Retail

Market

Share:

Q1 2014:     14%

Q4 2013:     16%

January 31,

2014

October 31,

2013

July 31,

2013

April 30,

2013

January 31,

2013

Traditional Markets (U.S. and Canada)

Class 6 and 7 medium trucks

17

%

20

%

24

%

26

%

25

%

Class 8 heavy trucks

12

%

14

%

12

%

12

%

11

%

Class 8 severe service trucks

19

%

20

%

18

%

22

%

26

%

Combined Class 8

trucks

14

%

16

%

14

%

15

%

14

%

NYSE: NAV

28

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Worldwide 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.

This

table

summarizes

our

approximate

worldwide

chargeouts

from

our

continuing

operations.

We

define

our

“traditional”

markets

to

include

U.S.

and

Canada

School

bus

and

Class

6

through

8

medium

and

heavy

truck.

Our

“traditional”

markets

include

CAT-branded

units

sold

to

Caterpillar

under

our

North

America

supply

agreement.

(A)

The

units

in

the

first

quarter

of

2013

have

been

recast

to

include

all

militarized

units.

(B)

Includes

chargeouts

related

to

Blue

Diamond

Truck

("BDT")

of

2,400

units

and

2,300

units

during

the

first

quarter

of

2014

and

2013,

respectively.

(C)

In

the

first

quarter

of

2013,

chargeouts

excludes:

(i)

400

RV

towables

units,

which

was

related

to

the

Bison

Coach

trailer

business

sold

in

October

2013,

and

(ii)

200

units

related

to

Monaco

and

WCC,

both

of

which

have

been

classified

as

discontinued

operations.

Three Months Ended  January 31,

(in units)

2014

2013

Change

% Change

Traditional Markets (U.S. and Canada)

School buses

1,900

2,000

(100)

(5

)%

Class

6 and 7 medium trucks

3,200

4,100

(900)

(22

)%

Class

8 heavy trucks

4,500

4,600

(100)

(2

)%

Class

8 severe service trucks

1,900

2,400

(500)

(21

)%

Total Traditional markets

11,500

13,100

(1,600)

(12

)%

Military vehicles

(A)

—

300

(300)

(100

)%

Expansion markets

(B)

5,500

6,600

(1,100)

(17

)%

Total worldwide units

(C)

17,000

20,000

(3,000)

(15

)%

Combined Class 8 trucks

6,400

7,000

(600)

(9

)%

29

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Worldwide Engine Shipments

Three Months Ended 

January 31,

(in units)

2014

2013

Change

% Change

OEM sales-South America

21,700

25,700

(4,000)

(16)%

Intercompany sales

9,500

16,400

(6,900)

(42)%

Other OEM sales

1,500

1,900

(400)

(21)%

Total sales

32,700

44,000

(11,300)

(26)%

Engine

Shipments

30

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

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.

Excludes the US portion of IC Bus

31

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

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 2014 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

contributed

$165

million

to

meet

the

minimum

required

contributions

for

all

plans.

We

expect

to

contribute

$198

million

to

our

pension

plans

in

2014.

We

currently

expect

that

in

2015

through

2017,

the

company

will

be

required

to

contribute

at

least

$174

million

per

year

to

our

pension

plans,

depending

on

asset

performance

and

discount

rates.

32

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Frequently Asked Questions

Q5:

What is your expectation for future cash tax payments?

A:

Our

cash

tax

payments

will

remain

low

in

2014

and

will

gradually

increase

as

we

utilize

available

net

operating

losses

(NOLs)

and

tax

credits

in

the

future

years.

Q6:

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

A:

As

of

October

31,

2013

the

Company

has

deferred

tax

assets

for

U.S.

federal

NOLs

valued

at

$546

million,

state

NOLs

valued

at

$117

million,

and

foreign

NOLs

valued

at

$177

million,

for

a

total

undiscounted

cash

value

of

$840

million.

In

addition

to

NOLs,

the

Company

has

deferred

tax

assets

for

accumulated

tax

credits

of

$259

million

and

other

deferred

tax

assets

of

$1.8

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

FY2013.

Q7:

How does your FY 2014 Class 8 industry outlook compare to ACT Research?

A:

Reconciliation to ACT - Retail Sales

ACT*

CY to FY adjustment

Total (ACT comparable Class 8 to Navistar)

Reconciliation to ACT - Retail Sales

ACT*

CY to FY adjustment

Total (ACT comparable Class 8 to Navistar)

Navistar Industry Retail Deliveries Combined Class 8 Trucks

220,000

230,000

Navistar difference from ACT

19,442

9,442

*Source:  ACT N.A. Commercial Vehicle Outlook - February 2014

8.8%

4.1%

U.S. and Canadian Class 8 Truck Sales

2013

215,039

(2,358)

212,681

2014

244,500

(5,058)

239,442

33

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Frequently Asked Questions

Q8:

What is your manufacturing interest expense for Fiscal Year 2014?

A:

Manufacturing interest for 2014 is forecasted at approximately $270 million.

Q9:

What should we assume for capital expenditures in Fiscal Year 2014?

A:

Capital expenditures were $167 million for FY 2013, which is lower than our traditionally guided capital spending range of $200 to

$300 million for product development.  We expect capital expenditures of approximately $150 million in FY 2014.

34

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Outstanding Debt Balances

$ in millions

(in millions)

January

31,

2014

October

31,

2013

Manufacturing operations

Senior Secured Term Loan Credit Facility, as Amended, due 2017, net of unamortized discount of $4 for both periods

$

693

$

693

8.25%

Senior

Notes,

due

2021,

net

of

unamortized

discount

of

$22

for

both

periods

1,178

1,178

3.00% Senior Subordinated Convertible Notes, due 2014, net of unamortized discount of $19 and $26, respectively

551

544

4.50% Senior Subordinated Convertible Notes, due 2018, net of unamortized discount of $22 and $23, respectively

178

177

Debt of majority-owned dealerships

46

48

Financing arrangements and capital lease obligations

70

77

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

225

225

Promissory Note

18

20

Financed lease obligations

219

218

Other

34

39

Total Manufacturing operations debt

3,212

3,219

Less: Current portion

662

658

Net long-term Manufacturing operations debt

$

2,550

$

2,561

(in millions)

January

31,

2014

October

31,

2013

Financial Services operations

Asset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through 2019

$

752

$

778

Bank

revolvers,

at

fixed

and

variable

rates,

due

dates

from

2014

through

2019

820

1,018

Commercial paper, at variable rates, program matures in 2015

22

21

Borrowings secured by operating and finance leases, at various rates, due serially through 2018

58

49

Total Financial Services operations debt

1,652

1,866

Less: Current portion

597

505

Net long-term Financial Services operations debt

$

1,055

$

1,361

35

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

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 North America Truck, North America Parts, and Global Operations 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.

Adjusted EBITDA:

We believe that adjusted EBITDA, which excludes certain identified items that we do not considered to be part of our ongoing business, improves the comparability of

year to year results, and is representative of our underlying performance. Management 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

reconciliations,

and

to

provide

an

additional measure of performance.

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.

36

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

SEC Regulation G Non-GAAP Reconciliations

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

2012

2013

2014

(in millions)

Jan. 31,

Apr. 30

Jan. 31,

Apr. 30

Oct. 31,

Jan. 31,

Manufacturing Operations:

Cash and cash equivalents

$

418

$

364

$

438

$

465

$

727

$

503

Marketable securities

419

317

751

699

796

596

Manufacturing Cash and cash equivalents and Marketable securities

$

837

$

681

$

1,189

$

1,164

$

1,523

$

1,099

Financial Services Operations:

Cash and cash equivalents

$

70

$

36

$

59

$

40

$

28

$

46

Marketable securities

20

20

20

34

34

34

Financial Services Cash and cash equivalents and Marketable securities

$

90

$

56

$

79

$

74

$

62

$

80

Consolidated Balance Sheet

Cash and cash equivalents

$

488

$

400

$

497

$

505

$

755

$

549

Marketable securities

439

337

771

733

830

630

Consolidated Cash and cash equivalents and Marketable securities

$

927

$

737

$

1,268

$

1,238

$

1,585

$

1,179

37

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

SEC Regulation G Non-GAAP Reconciliations

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

2008

2009

2010

2011

(in millions)

Apr. 30

Jan. 31,

Apr. 30

Jan. 31,

Apr. 30

Jan. 31,

Apr. 30

Manufacturing Operations:

Cash and cash equivalents

$

591

$

433

$

594

$

618

$

455

$

372

$

361

Marketable securities

38

149

—

50

175

390

718

Manufacturing Cash and cash equivalents and Marketable

securities

$

629

$

582

$

594

$

668

$

630

$

762

$

1,079

Financial Services Operations:

Cash and cash equivalents

$

84

$

64

$

124

$

72

$

53

$

27

$

29

Marketable securities

—

—

—

—

—

20

20

Financial Services Cash and cash equivalents and Marketable

securities

$

84

$

64

$

124

$

72

$

53

$

47

$

49

Consolidated Balance Sheet

Cash and cash equivalents

$

675

$

497

$

718

$

690

$

508

$

399

$

390

Marketable securities

38

149

—

50

175

410

738

Consolidated Cash and cash equivalents and Marketable

securities

$

713

$

646

$

718

$

740

$

683

$

809

$

1,128

38

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

SEC Regulation G Non-GAAP Reconciliations

Earnings (loss) before interest, taxes, depreciation, and amortization ("EBITDA") reconciliation

Quarters Ended          

January 31,

(in millions)

2014

2013

Loss from continuing operations attributable to NIC, net of tax

(249)

(114)

Plus:

Depreciation and amortization expense

86

100

Manufacturing

interest

expense

(A)

65

56

Less:

Income tax benefit (expense)

12

(15)

EBITDA

$

(110)

$

57

Quarters Ended                 

January 31,

(in millions)

2014

2013

Interest expense

$

82

$

74

Less:

Financial

services

interest

expense

17

18

Manufacturing interest expense

$

65

$

56

Adjusted EBITDA reconciliation

:

(A)  Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the manufacturing and

corporate operations, adjusted to eliminate intercompany interest expense with our Financial Services segment. The following table

reconciles Manufacturing interest expense to the consolidated interest expense:

(in millions)

Quarters Ended

January 31, 2013

EBITDA

(reconciled above)

$

(110)

Less significant items of:

Adjustments

to

pre-existing

warranties

(A)

$

52

Asset

impairments

charges

(B)

18

Restructuring charges

3

73

Adjusted EBITDA

$

(37)

39

NYSE: NAV

Q1 2014 Earnings –

3/5/2014

Significant Items Included Within Our Results

(A)

Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically

occur

when

claims

experience

deviates

from

historic

and

expected

trends.

Our

warranty

liability

is

generally

affected

by

component

failure

rates,

repair costs, and the timing of failures.

Future events and circumstances related to these factors could materially change our estimates and require

adjustments to our liability.

In addition, new product launches require a greater use of judgment in developing estimates until historical experience

becomes available.

(B)

In

the

first

quarter

of

2014,

the

Company

concluded

it

had

a

triggering

event

related

to

potential

sales

of

assets

requiring

assessment

of

impairment

for

certain intangible and long-lived assets in the North America Truck segment. As a result, the North America Truck segment recognized asset

impairment charges of $18 million.

(C)

In

the

first

quarter

of

2013,

the

North

America

Truck

segment

recognized

$25

million

of

charges

for

accelerated

deprecation,

which

consisted

of

$13

million

for

certain

assets

related

to

the

discontinuation

of

our

MaxxForce

15L

engine

and

$12

million

for

certain

assets

related

to

the

closure

of

our

Garland

Facility.

(D)

As

a

result

of

the

legal

settlement

with

Deloitte

and

Touche

LLP

in

December

2012,

the

Company

received

cash

proceeds

of

$35

million

in

the

first

quarter of 2013.

Quarter Ended           

January 31,           

(in millions)

2014

2013

Expense (income):

Adjustments

to

pre-existing

warranties

(A)

$

52

$

40

Asset

impairment

charges

(B)

18

—

Restructuring charges

3

2

Accelerated

depreciation

(C)

—

25

Legal

settlement

(D)

—

(35)

The above items 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.