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 3, 2015

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 3, 2015, the Company filed its Quarterly Report on Form 10-Q for the period ended January 31, 2015 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 2015 first quarter financial results on Tuesday, March 3^rd. 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; 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 at least 12 months.

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 2015 Financial Results Web Cast to be held on March 3, 2015.

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, 2014. 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: Title:	Walter G. Borst Executive Vice President and Chief Financial Officer

Dated: March 3, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release.
99.2	Slide Presentation for First Quarter 2015 Financial Results Web Cast to be held on March 3, 2015.

EX-99.1

Exhibit 99.1

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

Media contact:	Steve Schrier, 331-332-2264
Investor contact:	Kevin Sadowski, 331-332-2406
Web site:	www.Navistar.com/newsroom

NAVISTAR REPORTS FIRST QUARTER RESULTS

• Reports net loss of $42 million, or $0.52 per share, on revenues of $2.4 billion

• Generates $101 million of EBITDA in the quarter

• Chargeouts in quarter up 17 percent year-over-year; order backlog up 27 percent

• Ends quarter with $733 million in manufacturing cash

• Remains on track to achieve 8-10 percent EBITDA margin run rate exiting FY2015

LISLE, Ill. — March 3, 2015 — Navistar International Corporation (NYSE: NAV) today announced a first quarter 2015 net loss of $42 million, or $0.52 per diluted share, compared to a first quarter 2014 net loss of $248 million, or $3.05 per diluted share. Revenues in the quarter were $2.4 billion, up $213 million or 10 percent, versus the first quarter of 2014.

“Our first quarter results reflect our continued momentum and on-going progress in improving the fundamentals of our business,” said Troy A. Clarke, Navistar president and chief executive officer. “In the first quarter, we once again increased our production, chargeouts and order backlog. Our improved product quality is driving reduced warranty spend and we continue to lower our breakeven point.”

First quarter 2015 EBITDA was $101 million versus an EBITDA loss of $110 million in the same period one year ago. The $211 million year-over-year improvement reflects the increase in sales and favorable product mix in core markets as well as the continuation of lower warranty expense and reduced operational and structural costs.

First quarter 2015 adjusted EBITDA was $54 million. The first quarter included $7 million of asset impairment charges and $3 million in restructuring charges, which were more than offset by a $57 million favorable adjustment in pre-existing warranties. The first quarter of 2014 included $52 million in unfavorable pre-existing warranty charges.

The company finished the first quarter 2015 with $733 million in manufacturing cash, cash equivalents and marketable securities.

The higher revenues in the quarter were driven by a 17 percent year-over-year increase in chargeouts for Class 6-8 trucks and buses in the United States and Canada. This included a 42 percent increase in school buses; a 25 percent increase in Class 6/7 medium trucks; a 7 percent increase in Class 8 heavy trucks; and a 5 percent increase in Class 8 severe service trucks. Higher sales in the company’s export truck operations also contributed to the increase, partially offset by a decrease in used truck sales. The company finished the first quarter with a 27 percent year-over-year increase in order backlog for Class 6-8 trucks.

In the first quarter of 2015, structural costs continued to decrease with cost-reduction initiatives and productivity improvements helping to further lower the breakeven point.

“We increased our sales across every product line in the first quarter, and we were especially pleased with our strong year-over-year gains in the medium truck and school bus markets, two key areas of strategic focus that will deliver profitable market share gains,” Clarke added. “We expect to build on this momentum throughout the year as we produce vehicles featuring leading-edge technologies that our customers want and need for their success. Our ‘best-in-class’ integration combined with our extensive dealer service and support network positions us well to realize our mission to become the Uptime leader in the industry.”

The company provided the following guidance for the second quarter:

• Q2-2015 adjusted EBITDA of $100 million—$150 million, excluding pre-existing warranty and one-time items.

• Q2-2015 manufacturing cash, cash equivalents and marketable securities between $700 million—$800 million.

The company reiterated its forecast for retail deliveries of Class 6-8 trucks and buses in the United States and Canada to be in the range of 350,000 to 380,000 units for fiscal year 2015. It also announced that it remains on track to achieve its goal of an 8-10 percent adjusted EBITDA margin run rate exiting fiscal year 2015.

Reporting Segments

In November 2014, the company announced changes in its leadership team and in its organizational and reporting structures. As a result, it is also changing its reporting segments beginning in the first quarter 2015. The export truck and parts operations, formerly in the Global Operations segment, are now included within the results of the Truck and Parts segments, respectively. Parts required to support military trucks, formerly within the Parts segment, are now included with the rest of Navistar Defense operations and recorded in the results of the Truck segment.

Summary of Financial Results

	(Unaudited)
	Quarters Ended January 31,
(in millions, except per share data)	2015			2014
Sales and revenues, net	$	2,421		$	2,208
Segment Results:
Truck	$	(18	)	$	(208	)
Parts		145			108
Global Operations		(15	)		(35	)
Financial Services		24			23
Loss from continuing operations, net of tax(A)	$	(42	)	$	(249	)
Net loss(A)		(42	)		(248	)
Diluted loss per share from continuing operations(A)	$	(0.52	)	$	(3.07	)
Diluted loss per share(A)	$	(0.52	)	$	(3.05	)

(A) Amounts attributable to Navistar International Corporation.

Truck Segment — For the first quarter 2015, the Truck segment recorded a loss of $18 million, compared with a year-ago first quarter loss of $208 million. The Truck segment’s year-over-year improvement was driven by a shift in product mix toward medium trucks and school buses as well as a $55 million benefit for adjustments to pre-existing warranties.

Parts Segment — For the first quarter 2015, the Parts segment recorded a profit of $145 million, compared to a year-ago first quarter profit of $108 million. The 34 percent increase in the Parts segment profit was primarily due to higher revenues and margin improvements.

Global Operations Segment — For the first quarter 2015, the Global Operations segment recorded a loss of $15 million compared to a year-ago first quarter loss of $35 million. The year-over-year improvement was due to lower manufacturing and structural costs as a result of restructuring and cost-reduction efforts in the company’s South American operations, and lower foreign exchange losses.

Financial Services Segment — For the first quarter 2015, the Financial Services segment recorded a profit of $24 million compared to first quarter 2014 profit of $23 million, as the increase in the average wholesale notes receivable balance more than offset a decline in the average retail notes receivable balance.

About Navistar

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

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, 2014. 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)	2015			2014
Sales and revenues
Sales of manufactured products, net	$	2,385		$	2,169
Finance revenues		36			39
Sales and revenues, net		2,421			2,208
Costs and expenses
Costs of products sold		2,045			2,014
Restructuring charges		3			3
Asset impairment charges		7			18
Selling, general and administrative expenses		241			239
Engineering and product development costs		79			90
Interest expense		77			82
Other (income) expense, net		(3	)		14
Total costs and expenses		2,449			2,460
Equity in income of non-consolidated affiliates		2			—
Loss from continuing operations before income taxes		(26	)		(252	)
Income tax (expense) benefit		(7	)		12
Loss from continuing operations		(33	)		(240	)
Income from discontinued operations, net of tax		—			1
Net loss		(33	)		(239	)
Less: Net income attributable to non-controlling interests		9			9
Net loss attributable to Navistar International Corporation	$	(42	)	$	(248	)
Amounts attributable to Navistar International Corporation common shareholders:
Loss from continuing operations, net of tax	$	(42	)	$	(249	)
Income from discontinued operations, net of tax		—			1
Net loss	$	(42	)	$	(248	)
Earnings (loss) per share:
Basic:
Continuing operations	$	(0.52	)	$	(3.07	)
Discontinued operations		—			0.02
	$	(0.52	)	$	(3.05	)
Diluted:
Continuing operations	$	(0.52	)	$	(3.07	)
Discontinued operations		—			0.02
	$	(0.52	)	$	(3.05	)
Weighted average shares outstanding:
Basic		81.5			81.2
Diluted		81.5			81.2

Navistar International Corporation and Subsidiaries

Consolidated Balance Sheets

(in millions, except per share data)	January 31, 2015			October 31, 2014
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	620		$	497
Restricted cash and cash equivalents		—			40
Marketable securities		175			605
Trade and other receivables, net		490			553
Finance receivables, net		1,660			1,758
Inventories		1,352			1,319
Deferred taxes, net		38			55
Other current assets		188			186
Total current assets		4,523			5,013
Restricted cash		115			131
Trade and other receivables, net		22			25
Finance receivables, net		251			280
Investments in non-consolidated affiliates		67			73
Property and equipment (net of accumulated depreciation and amortization of $2,576 and $2,535, respectively)		1,474			1,562
Goodwill		38			38
Intangible assets (net of accumulated amortization of $103 and $109, respectively)		83			90
Deferred taxes, net		135			145
Other noncurrent assets		77			86
Total assets	$	6,785		$	7,443
LIABILITIES and STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Notes payable and current maturities of long-term debt	$	1,041		$	1,295
Accounts payable		1,330			1,564
Other current liabilities		1,308			1,372
Total current liabilities		3,679			4,231
Long-term debt		4,041			3,929
Postretirement benefits liabilities		2,821			2,862
Deferred taxes, net		14			14
Other noncurrent liabilities		918			1,025
Total liabilities		11,473			12,061
Redeemable equity securities		1			2
Stockholders’ deficit
Series D convertible junior preference stock		3			3
Common stock (86.8, shares issued; and $0.10 par value per share and 220 shares authorized, at both dates)		9			9
Additional paid-in capital		2,500			2,500
Accumulated deficit		(4,724	)		(4,682	)
Accumulated other comprehensive loss		(2,290	)		(2,263	)
Common stock held in treasury, at cost (5.3 and 5.4 shares, respectively)		(218	)		(221	)
Total stockholders’ deficit attributable to Navistar International Corporation		(4,720	)		(4,654	)
Stockholders’ equity attributable to non-controlling interests		31			34
Total stockholders’ deficit		(4,689	)		(4,620	)
Total liabilities and stockholders’ deficit	$	6,785		$	7,443

Navistar International Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

	(Unaudited)
	Quarters Ended January 31,
(in millions)	2015			2014
Cash flows from operating activities
Net loss	$	(33	)	$	(239	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58			55
Depreciation of equipment leased to others		21			31
Deferred taxes, including change in valuation allowance		(12	)		(18	)
Asset impairment charges		7			18
Amortization of debt issuance costs and discount		9			14
Stock-based compensation		2			5
Provision for doubtful accounts, net of recoveries		(3	)		2
Equity in income of non-consolidated affiliates, net of dividends		5			2
Other non-cash operating activities		(11	)		(9	)
Changes in other assets and liabilities, exclusive of the effects of businesses disposed		(254	)		46
Net cash used in operating activities		(211	)		(93	)
Cash flows from investing activities
Purchases of marketable securities		(140	)		(378	)
Sales of marketable securities		507			521
Maturities of marketable securities		63			57
Net change in restricted cash and cash equivalents		53			(24	)
Capital expenditures		(17	)		(21	)
Purchases of equipment leased to others		(10	)		(49	)
Proceeds from sales of property and equipment		1			10
Investments in non-consolidated affiliates		—			(2	)
Net cash provided by investing activities		457			114
Cash flows from financing activities
Proceeds from issuance of securitized debt		250			82
Principal payments on securitized debt		(267	)		(94	)
Proceeds from issuance of non-securitized debt		35			47
Principal payments on non-securitized debt		(78	)		(53	)
Net increase in notes and debt outstanding under revolving credit facilities		(43	)		(197	)
Principal payments under financing arrangements and capital lease obligations		—			(4	)
Debt issuance costs		(4	)		(3	)
Proceeds from financed lease obligations		10			20
Proceeds from exercise of stock options		—			16
Dividends paid by subsidiaries to non-controlling interest		(12	)		(20	)
Net cash used in financing activities		(109	)		(206	)
Effect of exchange rate changes on cash and cash equivalents		(14	)		(21	)
Increase (decrease) in cash and cash equivalents		123			(206	)
Cash and cash equivalents at beginning of the period		497			755
Cash and cash equivalents at end of the period	$	620		$	549

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)	Truck			Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2015
External sales and revenues, net	$	1,631		$	614	$	138		$	36	$	2		$	2,421
Intersegment sales and revenues		74			12		14			24		(124	)		—
Total sales and revenues, net	$	1,705		$	626	$	152		$	60	$	(122	)	$	2,421
Income (loss) from continuing operations attributable to NIC, net of tax	$	(18	)	$	145	$	(15	)	$	24	$	(178	)	$	(42	)
Income tax expense		—			—		—			—		(7	)		(7	)
Segment profit (loss)	$	(18	)	$	145	$	(15	)	$	24	$	(171	)	$	(35	)
Depreciation and amortization	$	52		$	3	$	7		$	12	$	5		$	79
Interest expense		—			—		—			20		57			77
Equity in income (loss) of non-consolidated affiliates		2			1		(1	)		—		—			2
Capital expenditures(B)		14			—		2			—		1			17

(in millions)	Truck			Parts		Global Operations			Financial Services(A)		Corporate and Eliminations			Total
Three Months Ended January 31, 2014
External sales and revenues, net	$	1,391		$	574	$	204		$	39	$	—		$	2,208
Intersegment sales and revenues		60			12		8			16		(96	)		—
Total sales and revenues, net	$	1,451		$	586	$	212		$	55	$	(96	)	$	2,208
Income (loss) from continuing operations attributable to NIC, net of tax	$	(208	)	$	108	$	(35	)	$	23	$	(137	)	$	(249	)
Income tax expense		—			—		—			—		12			12
Segment profit (loss)	$	(208	)	$	108	$	(35	)	$	23	$	(149	)	$	(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)	Truck		Parts		Global Operations		Financial Services		Corporate and Eliminations		Total
Segment assets, as of:
January 31, 2015	$	2,260	$	656	$	549	$	2,375	$	945	$	6,785
October 31, 2014		2,245		672		657		2,598		1,271		7,443

(A) Total sales and revenues in the Financial Services segment include interest revenues of $45 million and $40 million for the three months ended January 31, 2015 and 2014, 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.

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, 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 our ability to meet our operating requirements, capital expenditures, equity investments, and financial obligations.

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

EBITDA reconciliation:

(in millions)	Three Months Ended January 31,
	2015			2014
Loss from continuing operations attributable to NIC, net of tax	$	(42	)	$	(249	)
Plus:
Depreciation and amortization expense		79			86
Manufacturing interest expense(A)		57			65
Less:
Income tax benefit (expense)		(7	)		12
EBITDA	$	101		$	(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:

8

	Three Months Ended January 31,
	2015		2014
(in millions)
Interest expense	$	77	$	82
Less: Financial services interest expense		20		17
Manufacturing interest expense	$	57	$	65

Adjusted EBITDA reconciliation:

(in millions)	Quarter Ended January 31, 2015
EBITDA (reconciled above)	$	101
Less significant items of:
Adjustments to pre-existing warranties(A)		(57	)
Other Restructuring charges and strategic initiatives		3
North America asset impairments(B)		7
		(47	)
Adjusted EBITDA	$	54

(A) Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods.

(B) In the first quarter of 2015, the Company concluded it had a triggering event related to certain operating leases. As a result, the Truck segment recorded $7 million of asset impairment charges.

The above items did not have a material impact on taxes due to the valuation allowances on our U.S. and Brazil deferred tax assets.

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

	As of January 31, 2015
(in millions)	Manufacturing Operations		Financial Services Operations		Consolidated Balance Sheet
Assets
Cash and cash equivalents	$	583	$	37	$	620
Marketable securities		150		25		175
Total Cash and cash equivalents and Marketable securities	$	733	$	62	$	795

9

EX-99.2

International

®

is a registered trademark of

, Inc.

Q1 2015 EARNINGS PRESENTATION

MARCH 3, 2015

Exhibit 99.2

2

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

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 year ended October 31, 2014. 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 2015 Earnings –

3/3/2015

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. 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.

4

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Agenda

Overview

Troy Clarke

Financial Results

Walter Borst

Summary

Troy Clarke

1

ST

QUARTER 2015 RESULTS

Troy Clarke, President & CEO

NYSE: NAV

6

Q1 2015 Earnings –

3/3/2015

Our Mission: Uptime

Finish the

Turnaround

Uptime

Advantage

Leadership

Advantage

Fewer service incidents

Shorten repair times

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Capitalizing on Industry Momentum

U.S.

economy

continues

to

improve

Favorable

market

conditions

expected

to

continue

in

2015

Consumer

spending

growing

Steady

gains

in

construction

Industry:

NYSE: NAV

7

8

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q1 Performance:

•

$91 million year-over-year

adjusted EBITDA

improvement

Significant Progress on Cost:

•

Reduced warranty spend 

and expense

•

Improved material,

manufacturing, and

structural costs

1st Quarter Summary

Positive Sales Momentum:

•

Chargeouts

(A)

up 17%

-

Class 6-7 Medium up 25%

-

School Bus up 42%

•

Backlog up 27%

•

Parts up 7%

(A)   Includes U.S. and Canada School bus and Class 6-8

medium and heavy truck.

NYSE: NAV

FINANCIAL RESULTS

Walter Borst, Executive Vice President & CFO

10

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q1 2015 Segment Realignment

Changes within our reporting segments:

Current Segments

Prior Segments

Export Truck

Truck

Global Operations

Export Parts

Parts

Global Operations

Military Parts

Truck

North America Parts

11

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Income Statement Summary

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

$ in millions, except per share

Quarters Ended

January 31

2015

2014

Chargeouts

(A)

13,500

11,500

Sales and Revenues

$2,421

$2,208

Income (Loss) from Continuing Operations, Net of Tax

(B)

($42)

($249)

Diluted Loss Per Share from Continuing Operations

(B)

($0.52)

($3.07)

EBITDA

$101

($110)

(A)

Includes U.S. and Canada School bus and Class 6-8 medium 

and heavy truck.

(B)   Amounts attributable to Navistar International Corporation.

12

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q1 2015 EBITDA

$ 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.

*

$101

$54

$57

($10)

$0

$50

$100

$150

Q1 2015

Actual EBITDA

Pre-existing Warranty

Adjustment

One-time Items

Q1 2015

Adjusted EBITDA

Q1 Guidance:                      

$0-$50

13

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q1 2015 Segment Results

Segment Results:

Truck

($18)

($208)

Parts

$145

$108

Global Operations

($15)

($35)

Financial Services

$24

$23

Quarters Ended  

January 31

2015

2014

$ in millions

Beginning in the first quarter of 2015, the Company realigned its reporting

segments. The segment results have been restated to reflect this change.

14

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

First Quarter Progress

(A)   Includes U.S. and Canada School bus and Class 6-8 medium

and heavy truck.

(B)   Excludes amounts related to pre-existing warranties.

10,000

11,000

12,000

13,000

14,000

1Q14

1Q15

Chargeouts

(A)

10%

12%

14%

16%

1Q14

1Q15

Structural Costs % Manufacturing Revenue

2%

3%

4%

1Q14

1Q15

Current Warranty Expense

(B)

%   

Manufacturing Revenue

-2%

0%

2%

4%

1Q14

1Q15

Adjusted EBITDA Margin

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

15

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Operational Cost Status

Gross Material Savings*

% Manufacturing Revenue

*Excludes incremental SCR costs

Manufacturing

Savings

Actual

Forecast

•

Achieved a quarter of our

annual savings in Q1

•

On track to achieve

annual savings

1.2%

1.7%

1.5 –

1.8%

0%

1%

2%

3%

2013

2014

2015

$44

$79

$40 –

$60

$0

$25

$50

$75

$100

2013

2014

2015

16

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Used Truck Update

•

Q1 ending gross

inventory balance of

$365 million

•

Inventory expected to

peak in 2015 as we

accelerate the trade cycle

17

Q1 2015 Earnings –

3/3/2015

Q1 2015 Manufacturing Cash Update

$ in millions

*Guidance as provided on 12/16/2014   **Cash balance includes marketable

securities   ^ Excluding one-time items and pre-existing warranty   ^^Includes

incremental $43 million NFC intercompany loan

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

Guidance*

Actual

Q4 2014 Manufacturing Cash Balance**

$1,018

$1,018

Consolidated Adjusted EBITDA

^

$0 -

$50

$54

Capex/Cash Interest/Pension & OPEB Funding

($160) -

($170)

($134)

Change in Net Working Capital/Debt and

Warranty/Other ^^

($158) –

($98)

($205)

Q1 2015 Manufacturing Cash Balance**

$700-800   

$733

18

Q1 2015 Earnings –

3/3/2015

Guidance: Q2 2015 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 2015

Guidance

Q1 2015 Manufacturing Cash Balance*

$733

Consolidated Adjusted EBITDA**

$100 -

$150

Capex/Cash Interest/Pension & OPEB Funding

($120) -

($110)

Change in Net Working Capital/Debt and Warranty/Other

($13) -

$27

Q2 2015 Manufacturing Cash Balance*

$700 -

$800

19

Q1 2015 Earnings –

3/3/2015

8-10%

Adjusted EBITDA Margin Improvement

$ in millions

Note:

This slide contains non-GAAP information; please see the

REG G in appendix for a detailed reconciliation. 

•

Q1 adjusted EBITDA

margin up 400 basis

points year-over-year

•

Continued progress

towards our 2015 target

2.2%

3-5%

2015 Adjusted EBITDA Margin

2015 Actual

2015 Forecast

0%

2%

4%

6%

8%

10%

Q1

Q2

Q3

Q4

20

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q1 2015 Accomplishments:

•

Increased chargeouts by 2,000 units year-over-year

•

Continued growth in Parts business

•

Improved quality performance contributing to lower warranty

expense

•

Continued material, manufacturing and structural cost reductions

Adjusted EBITDA goal of 8-10% exiting 2015 is on track

Summing It Up

NYSE: NAV

SUMMARY

Troy Clarke, President & CEO

22

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Q2:

Full Year 2015:

2015 Expectations

•

Chargeouts up over 20% sequentially

•

Adjusted EBITDA of $100-$150 million

•

Manufacturing cash balance of $700-$800 million

•

Class 6-8 truck and bus industry: 350,000 to 380,000

-

Class 8 industry: 250,000 to 280,000

•

Additional cost reduction opportunities

•

Exiting adjusted EBITDA goal of 8-10%: On track

NYSE: NAV

APPENDIX

24

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Navistar Financial Corporation

Highlights

•

Financial Services Segment profit of $24 million for Q1 2015

•

Total U.S. financing availability of $353 million as of January 31, 2015

•

Financial Services Debt/Equity Leverage of 3.8:1

•

Dealer funding facility issued November 2014 for $250 million

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 2015

–

$1 billion funding facility 

–

Variable portion matures January

2016

–

Term portions mature September

2015 and October 2016

•

On balance sheet

•

Broader product offering

•

Enhanced ability to support large

fleets

•

Better access to less expensive

capital

Dealer Floor Plan

25

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Chargeouts

-

1,000

2,000

3,000

4,000

School Bus

-

2,000

4,000

6,000

Class 6-7 Medium

-

2,000

4,000

6,000

8,000

Class 8 Heavy

-

1,000

2,000

3,000

Class 8 Severe

26

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Retail Market Share in Commercial Vehicle Segments

Class 6/7

Medium-Duty

Class 8

Severe Service

Class 8

Heavy

Three Months Ended

January 31,

2015

October 31,

2014

July 31,

2014

April 30,

2014

January 31,

2014

Core

Markets (U.S. and Canada)

Class 6 and 7 medium trucks

.........................................................

21%

19%

20

%

26

%

17

%

Class 8 heavy trucks

......................................................................

10%

15%

14

%

14

%

12

%

Class 8 severe service trucks

.........................................................

14%

14%

15

%

17

%

19

%

Combined class 8 trucks

................................................................

11%

15%

14

%

15

%

14

%

27

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Worldwide Truck Chargeouts

Three Months Ended

(in units)

2015

2014

Change

% Change

Core

Markets (U.S. and Canada)

School buses

.......................................................................................

2,700

1,900

800

42

%

Class

6 and 7 medium trucks

..............................................................

4,000

3,200

800

25

%

Class

8 heavy trucks

..........................................................................

4,800

4,500

300

7%

Class

8 severe service trucks

.............................................................

2,000

1,900

100

5%

Total Core markets

13,500

11,500

2,000

17

%

Other

markets

(A)

..................................................................................

7,000

5,500

1,500

27

%

Total worldwide units

..............................................................................

20,500

17,000

3,500

21

%

Combined Class 8 trucks

6,800

6,400

400

6%

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

CAT-branded units sold to Caterpillar under our North America supply agreement. 

(A) Includes: chargeouts related to Blue Diamond Truck ("BDT") of 3,400 units and 2,400 units during the three months ended January 31, 2015.

..................................................................

January 31,

..............................................................................

28

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Worldwide Engine Shipments

Three Months Ended

January 31,

(in units)

2015

2014

Change

% Change

OEM sales-South America

..................................................................

17,200

20,400

(3,200)

(16

)%

Intercompany sales

..............................................................................

10,800

9,500

1,300

14

%

Other OEM sales

..................................................................................

1,400

2,400

(1,000)

(42

)%

Total sales

......................................................................................

29,400

32,300

(2,900)

(9

)%

29

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

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.

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

11,000

30

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

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 2015 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. For the three months ended January 31, 2015, we contributed $30

million to meet the minimum required contributions for all plans. In August 2014, the Highway and Transportation Funding Act of

2014, which included an extension of the pension funding interest rate relief, was signed into law.  As a result, we lowered our funding

expectations. We expect to contribute an additional $117 million to our pension plans during 2015.  We currently expect that from

2016 through 2017, the Company will be required to contribute at least $100 million per year to the plans, depending on asset

performance and discount rates.

31

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Frequently Asked Questions

Q5:

What is your expectation for future cash tax payments?

A:

Our cash tax payments are expect to remain low in 2015 and will gradually increase as we utilize available net operating losses

(NOLs) and tax credits in future years.

Q6:

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

A:

As of October 31, 2014 the Company has deferred tax assets for U.S. federal NOLs valued at $870 million, state NOLs valued at

$144

million,

and

foreign

NOLs

valued

at

$199

million,

for

a

total

undiscounted

cash

value

of

$1.2

billion.

In

addition

to

NOLs,

the

Company has deferred tax assets for accumulated tax credits of $256 million and other deferred tax assets of $1.9 billion resulting in

net deferred tax assets before valuation allowances of approximately $3.4 billion. Of this amount, $3.2 billion is subject to a

valuation allowance at the end of FY2014.

Q7:

How does your FY 2015 Class 8 industry outlook compare to ACT Research?

A:

U.S. and Canadian Class 8 Truck Sales

Reconciliation

to

ACT

-

Retail

Sales

2015

ACT*

302,000

CY to FY adjustment

(5,393)

Total (ACT comparable Class 8 to Navistar)

296,607

Navistar Industry Retail Deliveries Combined Class 8 Trucks

250,000

280,000

Navistar difference from ACT

46,607

16,607

*Source:

ACT

N.A.

Commercial

Vehicle

Outlook

-

February

2015

15.7%

5.6%

32

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Frequently Asked Questions

Q8:

What is your manufacturing interest expense for Fiscal Year 2015?

A:

Manufacturing interest for 2015 is forecasted to be down approximately 5% compared to 2014. For reference, interest expense was

$243 million and $251 million for FY 2014 and 2013, respectively.

Q9:

What should we assume for capital expenditures in Fiscal Year 2015?

A:

Capital expenditures for 2015 is forecasted to be between $150 - 200 million. In comparison, capital expenditures were $88 million

and $167 million for FY 2014 and 2013, respectively.

33

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

Outstanding Debt Balances

(in millions)

January 31,

2015

October 31,

2014

Manufacturing operations

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

of $3, at both dates...........................................................................................................................

$

694

$

694

8.25% Senior Notes, due 2021, net of unamortized discount of $19 and $20, respectively.............

1,181

1,180

4.50% Senior Subordinated Convertible Notes, due 2018, net of unamortized discount of $18

and $19, respectively..............................................................................................................................

182

181

4.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $38

and $40, respectively.............................................................................................................................

373

371

Debt of majority-owned dealerships

....................................................................................................

28

30

Financing arrangements and capital lease obligations.........................................................................

51

54

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

225

225

Promissory Note.......................................................................................................................................

8

10

Financed lease obligations

..................................................................................................................

160

184

Other

......................................................................................................................................................

27

29

Total Manufacturing operations debt

......................................................................................

2,929

2,958

Less: Current portion

.................................................................................................................

114

100

Net long-term Manufacturing operations debt

.......................................................................

$

2,815

$

2,858

(in millions)

January 31,

2015

October 31,

2014

Financial Services operations

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

2018......................................................................................................................................................

$

887

$

914

Bank

revolvers,

at

fixed

and

variable

rates,

due

dates

from

2015

through

2020......................

1,169

1,242

Commercial paper, at variable rates, program matures in 2017..........................................................

64

74

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

33

36

Total Financial Services operations debt.................................................................................

..

2,153

2,266

Less: Current portion

.....................................................................................................................

927

1,195

Net long-term Financial Services operations debt

................................................................

$

1,226

$

1,071

34

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

SEC Regulation G Non-GAAP Reconciliation

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.

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 consider 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.

Adjusted EBITDA margin:

We define Adjusted EBITDA margin as a percentage of the Company's consolidated sales and revenues. 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, 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 our ability to meet our operating requirements, capital

expenditures, equity investments, and financial obligations.

Structural costs

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

35

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

SEC Regulation G Non-GAAP Reconciliations

Manufacturing segment cash and cash equivalents and marketable securities reconciliation:

Jan. 31,

Oct. 31,

(in millions)

2015

2014

Manufacturing Operations:

Cash and cash equivalents

$

583

$

440

Marketable securities

150

578

Manufacturing Cash and cash equivalents and Marketable securities

$

733

$

1,018

Financial Services Operations:

Cash and cash equivalents

$

37

$

57

Marketable securities

25

27

Financial Services Cash and cash equivalents and Marketable securities

$

62

$

84

Consolidated Balance Sheet

Cash and cash equivalents

$

620

$

497

Marketable Securities

175

605

Consolidated Cash and cash equivalents and Marketable securities

$

795

$

1,102

..........................................

....................................................................................................................

.............................................................................................................

.............................................................................................................

............................

.....................................................................................................................

.............................................................................................................

.....................................................................................................................

.............................................................................................................

......................................

36

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

SEC Regulation G Non-GAAP Reconciliations

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

______________________

______________________

* For more detail on the items noted, please see slide 37 footnotes (A) and (C), respectively.

Quarters Ended            

January 31,

(in millions)

2015

2014

Loss from continuing operations attributable to NIC, net of tax

$

(42)

$

(249)

Plus:

Depreciation and amortization expense

79

86

Manufacturing interest expense

(A)

57

65

Less:

Income tax benefit (expense)

(7)

12

EBITDA

$

101

$

(110)

Quarters Ended            

January 31,

(in millions)

2015

2014

Interest expense

77

82

Less:  Financial services interest expense

20

17

Manufacturing interest expense

$

57

$

65

Quarters Ended            

January 31,

(in millions)

2015

2014

EBITDA (reconciled above)

$

101

$

(110)

Less significant items of:

Adjustments to pre-existing warranties*

(57)

52

North America asset impairment charges*

7

18

Cost reduction and other strategic initiatives

3

3

Total adjustments

(47)

73

Adjusted EBITDA

$

54

$

(37)

Adjusted EBITDA margin

2.2%

(1.7)%

..................................................................................................................................

...............................................................................................

........................................................................................

...............................................................................

....................................................

....................................................................................................................

......................................................................................

..................................................................................................

................................................................................................

............................................................................

.......................................................................

....................................................................

...............................................................................................................

.....................................................................................................

(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:

37

NYSE: NAV

Q1 2015 Earnings –

3/3/2015

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. 

(B)

In the first quarter of 2015, the Truck segment recognized charges of $13 million for the acceleration of depreciation of certain assets related to the foundry

facilities.

(C)

In the first quarter of 2015, the Company concluded it had a triggering event related to certain operating leases.  As a result, the Truck segment recorded $7

million of asset impairment charges.  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 Truck segment.  As a result, the 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. and Brazil deferred tax assets.

Quarters Ended            

January 31,

(in millions)

Expense (income):

2015

2014

Adjustments to pre-existing warrants

(A)

..

$

(57)

$

52

Accelerated depreciation

(B)

.....................................................................................................................

13

—

North America asset impairment charges

(C)

7

18

Other restructuring charges and strategic initiatives

3

3

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