Navistar International 8K Navistar Reports Second Quarter Results | NAV 10 Jun 13

NYSE: NAV

2 QUARTER 2013 EARNINGS

PRESENTATION

June 10th, 2013

Exhibit 99.2

NYSE: NAV

2013

Earnings

–

6/10/2013

Safe Harbor

Statement

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

are forward-looking statements within the meaning of Section 27A of the Securities Act of

1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and

the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only

speak as of the date of this report and the Company assumes no obligation to update the

information included in this report. Such forward-looking statements include information

concerning our possible or assumed future results of operations, including descriptions of

our business strategy. These statements often include words such as “believe,” “expect,”

“anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are not

guarantees of performance or results and they involve risks, uncertainties, and

assumptions. For a further description of these factors, see the risk factors set forth in our

filings with the Securities and Exchange Commission, including our annual report on Form

10-K for the fiscal year ended October 31, 2012. Although we believe that these forward-

looking statements are based on reasonable assumptions, there are many factors that

could affect our actual financial results or results of operations and could cause actual

results to differ materially from those in the forward-looking statements. All future written

and oral forward-looking statements by us or persons acting on our behalf are expressly

qualified in their entirety by the cautionary statements contained or referred to above.

Except for our ongoing obligations to disclose material information as required by the

federal securities laws, we do not have any obligations or intention to release publicly any

revisions to any forward-looking statements to reflect events or circumstances in the future

or to reflect the occurrence of unanticipated events.

2013

Earnings

–

6/10/2013

NYSE: NAV

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.

Troy Clarke, President & CEO

2 QUARTER 2013 RESULTS

NYSE: NAV

NYSE: NAV

2013

Earnings

–

6/10/2013

•

2013 Strategic Objectives

•

2Q 2013 Financials

•

Drive to Deliver Update

•

Summary

•

Q&A

Quarter Actions

2013

Earnings

–

6/10/2013

NYSE: NAV

Guiding Principles Near-Term Priorities

2013

Drive to Deliver

•

Quality

•

Cost

•

Sense of Urgency

•

Great Products

•

Customer Satisfaction

•

People

Improve

Quality

Hit Our

Launches

Deliver Our

2013 Plans

2013

Earnings

–

6/10/2013

NYSE: NAV

Drive to Deliver Progress

August

February

June

8/27 –

Lewis

Campbell

named

Executive

Chairman

and CEO

9/6 -

Realigned

Senior

Leadership –

weekly

meetings.

Established

daily cash

management

report and

manufacturing

excellence

system

10/8 –

Company

adds two

new board

members:

Vincent J.

Intrieri and

Mark H.

Rachesky

10/16 –

Board

approves

2013

operating

plan and

addition of

John C. Pope

to BOD

10/27 –

Board

approves

annual

incentive

plans that tie

to increasing

shareholder

value

12/10 –

Company

adds new

board

member:

Samuel J.

Merksamer

2/19 –

Annual

shareholder

meeting

12/19 –

Earnings

call

9/6 –

Earnings

call

8/30 –

EPA

issued final

ruling

10/23 –

Cummins

contract

finalized

11/15 –

First

saleable

ProStar

with ISX to

roll off

line

12/11 –

Regular

production

of ProStar

with ISX

engines

12/14 –

“OK to

ship”-

five

days

ahead of

schedule

8/27 –

Announced

VSP results

and need for

RIF as part

of goal to

reduce costs

by $150M-

$175M.

10/31

9/6 –

Announced

ROIC

focused

strategy

10/24 –

ROIC

update -

elimination

of MxF15

10/26 –

Brazil

restructuring

complete;

approx. 700

jobs eliminated

10/30 –

Announced

closure of

Garland

1/6 –

Best In

Class

Benchmarking

Initiative

4/16-

Received EPA

certification for

13L with SCR

5/20 -

Bill Kozek as

President of its

North America

Truck and Parts

business

6/6 –

Earnings

call

3/7-

Troy Clarke

Named

President

and CEO

2/19 –

Announced

sublease of

Alabama

Facility

3/27 –

Announced

$300 million tack

on offering of

8.25% Notes

5/28-

“OK to Ship”

for

TerraStar 4x4

12/18 –

Announced intent

to sell India

equity to

Mahindra

2/12

–

Sale

equity interests

completed

4/11-

Truck launches

9900i, PayStar

5900 with

Cummins ISX15L

Engine

Equity

offering;

confirmed

cash

guidance

10/30 –

Announced

closure of

Garland facility

3/04 –

Announced the

sale of

Workhorse

Custom Chassis

5/16 -

Announced

the sale of

Monaco

3/7 –

Earnings

call

4/29

“OK to Ship”

for

ProStar with 13L

with SCR

12/19 –

End of

Year mfg.

cash

balance

of $1.5B

1/7 –

Submitted

for EPA

cert. on

13Liter

4/16 Jack

Allen named

COO

5/30 –

Bill Osborne

named New

Senior V.P. of

Global Quality

A. J. Cederoth, Executive Vice President & CFO

2 QUARTER 2013 RESULTS

NYSE: NAV

2013

Earnings

–

6/10/2013

NYSE: NAV

2Q 2013 Year Over Year Results

* Attributable to Navistar International Corporation

2Q 2013

GAAP

2Q 2012

GAAP

Change

Revenue (Millions)

$2,526

3,261

$(735)

Manufacturing Segment Profit

(Loss) (Millions)

$(156)

$(112)

$(44)

EBITDA

(1)

(Millions)

$(116)

$(139)

$23

Profit (Loss) from Continuing

Operations* (Millions)

$(353)

$(138)

$(215)

Diluted Profit (Loss) Per Share

from

Continuing

Operations*

(2)

$(4.39)

$(2.01)

$(2.38)

Notes: (1) EBITDA: Includes the impact for certain out-of-period items totaling $62 million. For more information on these out-of-period adjustments, see Note 1

of our Quarterly Report on Form 10-Q for the period ended April 30, 2013.

(2) Diluted (Loss) Per Share from discontinued operations were $(0.26) in 2Q 2013 and $(0.49) in 2Q 2012, shares outstanding were 80.4 million in

2Q 2013 compared to 68.7 million in 2Q 2012.

Note:

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

appendix for a detailed reconciliation.

2013

Earnings

–

6/10/2013

NYSE: NAV

Profit (Loss) from Continuing Operations

2Q 2012 to 2Q 2013

Warranty

2013

Earnings

–

6/10/2013

NYSE: NAV

($413)

($895)

($365)

($398)

($458)

($327)

($1,000)

($750)

($500)

($250)

2011 FY

2012 FY

2013 FY

Warranty Expense vs. Cash

Expense

Cash

2nd Half warranty

2013

Earnings

–

6/10/2013

NYSE: NAV

2Q 2013 Manufacturing Cash Update

$ in millions

*Cash balance includes marketable securities.

**As shown on 3/7/2013

Note:

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

appendix for a detailed reconciliation.

Guidance**

Actual

1Q 2013 Manufacturing Cash Balance*

$1,189

EBITDA (excluding warranty true-up)¹

(25) -

Pre-Existing Warranty True-Up

(164)

EBITDA

(116)

CapEx/Cash Interest/Pension & OPEB

(189)

(119)

Change in Net Working Capital/Other

25 -

Pre-Existing Warranty True-Up

164

2Q 2013 Manufacturing Cash Balance*

$1,000 -

$1,100

$1,164

EBITDA: Includes the impact for certain out-of-period items totaling $62 million. For more information on these out-of-period adjustments, see Note 1 of our

Quarterly Report on Form 10-Q for the period ended April 30, 2013.

2013

Earnings

–

6/10/2013

NYSE: NAV

Guidance: 3Q 2013 Manufacturing Cash

Guidance

2Q 2013 Manufacturing Cash Balance* Actual

$1,164

EBITDA

0 –

CapEx/Cash Interest/Pension & OPEB

(190)

Change in Net Working Capital

46 -

Debt Payments/Other

(20)

3Q 2013 Manufacturing Cash Balance* Guidance

$1,000 -

$1,100

$ in millions

* Cash balance includes marketable securities.

Note:

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

appendix for a detailed reconciliation.

2013

Earnings

–

6/10/2013

NYSE: NAV

•

Cash Balance –

On Plan

•

Structural Cost Reductions –

Ahead of Plan

•

Product Strategy –

On Plan

•

Investing in Customer Satisfaction

•

Expect Volumes to Grow

Summary

Jack Allen, COO

DRIVE TO DELIVER

NYSE: NAV

Guiding Principles Near-Term Priorities

2013

Drive to Deliver

NYSE: NAV

•

Quality

•

Cost

•

Sense of Urgency

•

Great Products

•

Customer Satisfaction

•

People

Improve

Quality

Hit Our

Launches

Deliver Our

2013 Plans

Sales

Momentum

2013

Earnings

–

6/10/2013

Investing in Quality –

Actions Demonstrate our Commitment to our Customers

•

Field campaigns ahead of

schedule

–

EGR valve campaign 68% complete

–

Increase in EGR system related

repairs

•

Uptime continues to improve

•

Limited number of vehicles

need repairs

•

Quality solutions built into the

design and production process

–

Manufacturing Execution System

–

40% improvement in 3-months-in-

service rates since October 2011

2013

Earnings

–

6/10/2013

NYSE: NAV

2013

Earnings

–

6/10/2013

NYSE: NAV

Launching with Quality

ProStar+ with MaxxForce 13 SCR

•

Quality is evident in new product

launches

•

Sales momentum growing

•

Positive customer feedback on

quality and performance

ProStar+ with ISX 15L

•

On time launch at end of Q2

•

Over 1.3 million test miles

•

Over 2,200 orders since March

2013

Earnings

–

6/10/2013

NYSE: NAV

Market Share Growth

•

Class 8 Industry volume -

215K on plan

•

Solid foundation to regain market share

–

New dealers in key markets

–

$100 million investment

–

22% increase in service capacity

•

New 15 Liter and 13 Liter product offerings

–

Increasing product offering through the year

2013

Earnings

–

6/10/2013

NYSE: NAV

Market share

•

Q2 share slightly better than in Q1

•

Q3 build –

up by 25% vs. Q2

•

End-of-year market share run rate: ~18%

Medium Duty

•

Share improvement linked to

momentum in Class 8

•

Introduce SCR on our midrange

engines at the beginning of CY 2014

Class 8

EGR to SCR

Transition

2013

Earnings

–

6/10/2013

NYSE: NAV

•

Structural cost: Savings greater than $200 million

•

Parts: Increased sales and profit margins

•

Material cost: Ahead of plan

•

Manufacturing: Closed Garland

Drive to Deliver Progress

2013

Earnings

–

6/10/2013

NYSE: NAV

•

Update on non-core assets actions

–

Navistar RV sale

–

Mahindra JV sale

–

Eliminated Navistar 15L engine

–

Garland plant closure

–

Workhorse sale

–

Sub-leased excess facility space

•

Other opportunities being studied

Focus on North America Core Business

2013

Earnings

–

6/10/2013

NYSE: NAV

•

Investing in Customer Satisfaction

•

Sales Momentum to Regain Market Share

•

Progressing toward Profitability

Summary

Troy Clarke, President & CEO

SUMMARY

NYSE: NAV

2013

Earnings

–

6/10/2013

NYSE: NAV

•

Core business profitability

•

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

–

Fixed Cost Savings

•

SG&A

•

Product Development

•

Manufacturing Efficiency

–

Variable Cost Savings

•

Material Cost

•

Quality

–

Earnings Growth

•

Market Share

•

Other Businesses

Summary

2013

Earnings

–

6/10/2013

NYSE: NAV

Guiding Principles Near-Term Priorities

Improve

Quality

Hit Our

Launches

Deliver Our

2013 Plans

2013

Drive to Deliver

Sales

Momentum

•

Quality

•

Cost

•

Sense of Urgency

•

Great Products

•

Customer Satisfaction

•

People

NYSE: NAV

APPENDIX

2013

Earnings

–

6/10/2013

NYSE: NAV

A Leader in Several Commercial Vehicle Segments

Note: Based on market share position determined by brand

Market Share

2Q FY2013: ~26%

Market Share

2Q FY2013: ~22%

Market Share

2Q FY2013: ~12%

U.S. and Canada Class 6-8:

2013

Earnings

–

6/10/2013

NYSE: NAV

Navistar Financial Corporation

Highlights

•

2Q 2013: $19 million Financial Services Segment Profit

•

Total U.S. financing availability of $824 million as of April 30, 2013 (includes

bank facility availability of $351 million)

•

Debt/Equity Leverage: 2.6 to 1

•

Wholesale term securitization completed in February for $200 million

•

Better pricing and advance rate

•

Variable funding reduced from $750 million to $500 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

April 2013

–

$924 million funding facility

–

Variable portion matures

March 2014

–

Term portions mature October

2013 and January 2015

•

On balance sheet

•

Broader product offering

•

Enhanced ability to support

large fleets

•

Better access to less

expensive capital

Dealer Floor Plan

2013

Earnings

–

6/10/2013

NYSE: NAV

Market Share

We classify militarized commercial vehicles sold to the U.S. and

Canadian militaries as Class 8 severe service. Class 8 severe service trucks

also includes CAT-branded units sold to Caterpillar under our North America supply

agreement.

Full Year

Class 6 and 7 medium trucks

36%

46%

44%

41%

27%

36%

34%

33%

25%

26%

Class 8 heavy trucks

17%

16%

17%

18%

17%

15%

13%

15%

11%

12%

Class

severe

service

trucks

33%

32%

36%

37%

35%

31%

30%

26%

22%

Combined Class 8

21%

19%

21%

22%

21%

19%

18%

17%

18%

14%

15%

2012

2013

2011

Market

U.S.

Canada

Class

6-8

2013

Earnings

–

6/10/2013

NYSE: NAV

Worldwide Truck Chargeouts

We define our “traditional” markets to

include U.S. and Canada School bus

and Class 6 through 8 medium and

heavy truck. We classify militarized

commercial vehicles sold to the U.S.

and Canadian militaries as Class 8

severe service within our “traditional”

markets. Our “traditional” markets

include CAT-branded units sold to

Caterpillar under our North America

supply agreement.

FISCAL YEAR 2011

FULL YEAR

BUS

2,100

2,000

2,200

2,900

9,200

MEDIUM

4,600

7,200

7,400

7,900

27,100

HEAVY

4,700

5,200

6,800

9,000

25,700

SEVERE

2,700

3,200

3,700

13,300

TOTAL

14,100

17,600

20,100

23,500

75,300

NON-TRADITIONAL MILITARY

100

400

200

700

1,400

EXPANSIONARY

4,900

6,900

8,000

9,500

29,300

WORLDWIDE TRUCK-Continued Ops

19,100

24,900

28,300

33,700

106,000

DISCONTINUED OPERATIONS

400

700

600

700

2,400

WORLDWIDE TRUCK-Total

19,500

25,600

28,900

34,400

108,400

FISCAL YEAR 2012

FULL YEAR

BUS

1,700

2,600

2,900

2,500

9,700

MEDIUM

4,300

7,100

5,800

4,700

21,900

HEAVY

8,000

7,200

6,300

5,600

27,100

SEVERE

3,300

3,600

3,100

13,600

TOTAL

17,300

20,500

18,600

15,900

72,300

NON-TRADITIONAL MILITARY

200

400

500

1,600

EXPANSIONARY

7,200

7,300

7,600

7,400

29,500

WORLDWIDE TRUCK-Continued Ops

24,700

28,200

26,700

23,800

103,400

DISCONTINUED OPERATIONS

200

400

900

1,700

WORLDWIDE TRUCK-Total

24,900

28,400

27,100

24,700

105,100

FISCAL YEAR 2013

FULL YEAR

BUS

2,100

2,500

4,600

MEDIUM

4,100

4,500

8,600

HEAVY

4,500

9,000

SEVERE

2,400

2,100

4,500

TOTAL

13,100

13,600

26,700

NON-TRADITIONAL MILITARY

300

600

EXPANSIONARY

6,600

5,900

12,500

WORLDWIDE TRUCK-Continued Ops

20,000

19,800

39,800

DISCONTINUED OPERATIONS

200

400

WORLDWIDE TRUCK-Total

20,200

20,000

40,200

2013

Earnings

–

6/10/2013

NYSE: NAV

Worldwide Engine Shipments

Navistar

Full Year

OEM sales - South America

27,200

37,100

38,200

36,100

138,600

Other OEM sales

4,500

4,400

3,700

3,600

16,200

Intercompany sales

17,300

23,500

22,300

25,700

88,800

Total Shipments

49,000

65,000

64,200

65,400

243,600

Navistar

Full Year

OEM sales - South America

24,100

25,300

28,600

28,700

106,700

Other OEM sales

2,200

2,000

3,000

2,900

10,100

Intercompany sales

21,600

23,400

20,600

17,500

83,100

Total Shipments

47,900

50,700

52,200

49,100

199,900

Navistar

Full Year

OEM sales - South America

25,600

30,800

56,400

Other OEM sales

1,900

2,300

4,200

Intercompany sales

16,500

15,100

31,600

Total Shipments

44,000

48,200

92,200

2013

2011

2012

2013

Earnings

–

6/10/2013

NYSE: NAV

Order Receipts –

U.S. & Canada

We define our “traditional” markets to include U.S. and Canada School bus and Class 6 through 8 medium and heavy truck. We classify

militarized commercial vehicles sold to the U.S. and Canadian militaries as Class 8 severe service within our “traditional” markets. Our

“traditional” markets include CAT-branded units sold to Caterpillar under our North America supply agreement.

Percentage

2013

2012

Change

2013

2012

Change

3,100

3,200

(100)

-3%

4,600

5,300

(700)

-13%

3,800

6,300

(2,500)

-40%

7,100

11,700

(4,600)

-39%

Class 8 heavy trucks

4,400

5,600

(1,200)

-21%

10,200

13,700

(3,500)

-26%

Class 8 severe service trucks

2,500

3,000

(500)

-17%

4,400

7,000

(2,600)

-37%

13,800

18,100

(4,300)

-24%

26,300

37,700

(11,400)

-30%

6,900

8,600

(1,700)

-20%

14,600

20,700

(6,100)

-29%

Six Months Ended

April 30,

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

Three Months Ended

April 30,

Total "Traditional" Markets

Combined Class 8 (Heavy and Severe Service)

"Traditional" Markets

School buses

Class 6 and 7 medium trucks

2013

Earnings

–

6/10/2013

NYSE: NAV

U.S. and Canada Dealer Stock Inventory*

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

Excludes the US portion of IC Bus

2013

Earnings

–

6/10/2013

NYSE: NAV

Frequently Asked Questions

Q1:

What is included in Corporate and Eliminations?

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?

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?

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 trends do you think we will see in light of sequestration?

Navistar believes upgrades, retrofits and the sustainment of vehicles will be the trend as Defense budgets are reduced. Retrofits and

upgrades are economical solutions that repurpose assets while also ensuring warfighters have access to emerging technologies and

capabilities. Navistar continues to anticipate the need for additional upgrade requirements, and offers fast, cost-effective, technology

advanced solutions to the U.S. military’s and its Allies.

Q5:

What are your expected 2013 and beyond pension funding requirements?

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

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

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

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

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

which was enacted in July 2012.

2013

Earnings

–

6/10/2013

NYSE: NAV

Frequently Asked Questions

Q6:

What is your expectation for future cash tax payments?

Our

cash

tax

payments

will

remain

low

2013

and

will

gradually

increase

utilize

available

net

operating

losses

(NOLs)

and

tax credits in the future years.

Q7:

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

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

$95

million,

and

foreign

NOLs

valued

$155

million,

for

total

undiscounted

cash

value

$568

million.

addition

NOLs,

the

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

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

allowance at the end of FY2012.

Q8:

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

Reconciliation to ACT:

2013

ACT*

226,501

CY to FY adjustment

(6,179)

Total (ACT comparable Class 8 to Navistar)

220,322

Navistar Industry Retail Deliveries Combined Class 8 Trucks

215,000

Navistar difference from ACT

5,322

2.5%

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

U.S. and Canadian Class 8 Truck Sales

2013

Earnings

–

6/10/2013

NYSE: NAV

Frequently Asked Questions

Q9:

What is your manufacturing interest expense for Fiscal Year 2013?

Interest expense is forecasted at $252 million.

Q10:

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

We plan to continue capital spending within the traditionally guided range of $200 million to $300 million for products and

development

although

expect

the

lower

end

the

range.

Capital

spending

Engineering

Integration

funded

through the RZFBs and is not included in that range.

Q11:

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

maturity dates and principal amounts outstanding?

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

of any OID or bifurcation):

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

$698 million

8.25% Senior Notes due November 1, 2021

$1,200 million

3.0% Senior Subordinated Convertible Notes due October 15, 2014

$570 million

Debt of majority owned dealerships (various maturity dates)

$43 million

Financing arrangements and capital lease obligations (various maturity dates)

$87 million

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

$225 million

Promissory Note due September 30, 2015

$25 million

Financed Lease Obligations

$209 million

Other (various maturity dates)

$59 million

Total

$3,116 million

2013

Earnings

–

6/10/2013

NYSE: NAV

Frequently Asked Questions

Q12:

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

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

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

impact future results?

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

the

U.S.,

includes

loss

sharing

arrangement

for

certain

credit

losses.

The

determination

was

made

that

certain

sales

that

were

ultimately

financed

leases,

did

not

qualify

for

revenue

recognition

and

should

have

been

accounted

for

borrowings

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

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

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

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

of these transactions.

Correcting the errors in the second quarter of 2012, which were not material to any of the prior periods, resulted in an $8 million

increase to Net loss in our Consolidated Statements of Operations for periods prior to fiscal 2012 and an additional $1 million

increase to Net loss related to the first quarter of 2013. The adjustments included $37 million of depreciation and $8 million of

interest expense related to periods prior to fiscal 2013 and $9 million of depreciation and $3 million of interest expense related to

the first quarter of 2013. In the future we will have increased depreciation and interest expense as a result of these transactions and

any future transactions that are accounted for similarly.

2013

Earnings

–

6/10/2013

NYSE: NAV

Outstanding Debt Balances

(in millions)

April 30,

2013

October

31,

2012

Manufacturing operations:

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

unamortized discount of $5 and $9, respectively

693

991

8.25%

Senior

Notes,

due

2021,

net

unamortized

discount

$23

and

$28,

respectively

1,177

872

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

of $38 and $50, respectively

532

520

Debt of majority-owned dealerships

Financing arrangements and capital lease obligations

140

Loan

Agreement related to 6.5% Tax Exempt Bonds, due 2040

225

Promissory Note

Financed lease obligations

209

—

Other

Total manufacturing operations debt

3,050

2,905

Less: Current portion

122

172

Net long-term manufacturing operations debt

2,928

2,733

(in millions)

April 30,

2013

October

31,

2012

Financial Services operations:

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

serially through 2019

805

994

Bank

revolvers,

fixed

and

variable

rates,

due

dates

from

2013

through

2019

861

763

Commercial paper, at variable rates, matured in 2013

—

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

through 2017

Total financial services operations debt

1,731

1,866

Less: Current portion

657

1,033

Net long-term financial services operations debt

1,074

833

The debt balances listed above include accounting impacts of any OID and bifurcation.

NYSE: NAV

2013

Earnings

–

6/10/2013

Manufacturing Cash Flow

Beginning Mfg. Cash

Balance

Fiscal 2010

Fiscal 2011

Fiscal 2012

Q1 2013

Q2 2013

October 31, 2009

1,152

October 31, 2010

1,100

October 31, 2011

1,186

October 31, 2012

1,505

January 31, 2013

1,189

Approximate Cash Flows:

From Operations

409

680

(298)

(203)

(34)

From Investing / (Cap Ex)

(350)

(485)

(362)

(71)

(232)

From Financing / (Debt Pay Down)

(110)

(106)

977

(37)

242

Exchange Rate Effect

(1)

(3)

(5)

(1)

Net Cash Flow

(52)

319

(316)

(25)

Ending Mfg. Cash

Balance:

October 31, 2010

1,100

October 31, 2011

1,186

October 31, 2012

1,505

January 31, 2013

1,189

April 30, 2013

1,164

Cash = Cash, Cash Equivalents & Marketable Securities

2013

Earnings

–

6/10/2013

NYSE: NAV

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:

believe

manufacturing

segment

results,

which

includes

the

segment

results

our

Truck,

Engine,

and

Parts

reporting

segments,

provide

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

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

performance

our

operating

segments.

have

chosen

provide

this

supplemental

information

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

the

below

reconciliation,

and

provide

additional

measure

performance.

Earnings

(loss)

Before

Interest,

Income

Taxes,

Depreciation,

and

Amortization

(“EBITDA”):

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

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

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

supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating

results.

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

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

debt

service

and

taxes,

well

cash

for

investments

working

capital,

capital

expenditures

and

other

liquidity

needs.

This

information

presented

supplement

the

other

data

provided

because

provides

information

which

believe

useful

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

our

investments

are

highly

liquid

nature.

have

chosen

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.

2013

Earnings

–

6/10/2013

NYSE: NAV

SEC Regulation G –

Manufacturing Cash Fiscal Year Comparison

Manufacturing cash, cash equivalents, and marketable securities reconciliation:

(Dollars in Millions)

April 30,

2013

October 31,

2012

October 31,

2011

October 31,

2010

Manufacturing segment cash and cash equivalents

465

1,059

488

534

Financial services segment cash and cash equivalents

Consolidated cash and cash equivalents

505

1,087

539

585

Manufacturing marketable securities

699

446

698

566

Financial services segment marketable securities

Consolidated marketable securities

733

466

718

586

Manufacturing segment cash and cash equivalents

465

1,059

488

534

Manufacturing marketable securities

699

446

698

566

Manufacturing segment cash, cash equivalents and marketable securities

1,164

1,505

1,186

1,100

2013

Earnings

–

6/10/2013

NYSE: NAV

SEC Regulation G –

Manufacturing Cash

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

investing/capital expenditures line.

Manufacturing

Operations

Financial

Services

Operations

Adjustments

Condensed

Consolidated

Cash Flows **

(Dollars in Millions)

For the year ended October 31, 2010

Cash flows from operations

$ -

Cash flows from investing / capital expenditures

(350)

492

(576)

(434)

Cash flows from financing / debt pay down

(110)

(1,180)

(10)

(1,300)

Effect of exchange rate changes

(1)

Net cash flows

(52)

(586)

(627)

Blue Diamond Consolidation

Beginning cash, cash equivalents and marketable securities balance

1,152

1,212

Ending cash, cash equivalents and marketable securities balance

$ 1,100

$ 71

$ (586)

For the year ended October 31, 2011

Cash flows from operations

$ -

Cash flows from investing / capital expenditures

(485)

(206)

(132)

(823)

Cash flows from financing / debt pay down

(106)

(100)

Effect of exchange rate changes

(3)

Net cash flows

(132)

(46)

Blue Diamond Consolidation

Beginning cash, cash equivalents and marketable securities balance

1,100

(586)

Ending cash, cash equivalents and marketable securities balance

$ 71

$ (718)

Manufacturing segment cash flow reconciliation:

409

680

880

585

539

1,186

585

1,107

200

698

2013

Earnings

–

6/10/2013

NYSE: NAV

SEC Regulation G –

Manufacturing Cash

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

from investing/capital expenditures line.

Manufacturing

Operations

Financial

Services

Operations

Adjustments

Condensed

Consolidated

Cash Flows **

(Dollars in Millions)

For the year ended October 31, 2012

Cash flows from operations

908

Cash flows from investing / capital expenditures:

(362)

108

252

(2)

Cash flows from financing / debt pay down

977

(1,040)

(63)

Effect of exchange rate changes

Net cash flows

319

(23)

252

548

Beginning cash, cash equivalents and marketable securities balance

1,186

(718)

539

Ending cash, cash equivalents and marketable securities balance

$ 1,505

$ 48

$ (466)

$ 1,087

For the six months ended April 30, 2013

Cash flows from operations

194

Cash flows from investing / capital expenditures:

(119)

(6)

(267)

(392)

Cash flows from financing / debt pay down

(57)

(163)

(220)

Effect of exchange rate changes

(6)

(5)

Net cash flows

(341)

(267)

(582)

Beginning cash, cash equivalents and marketable securities balance

1,505

(466)

1,087

Ending cash, cash equivalents and marketable securities balance

$ 1,164

$ 74

$ (733)

$ 505

Manufacturing segment cash flow reconciliation:

610

(298)

(159)

SEC Regulation G –

EBITDA: Includes the impact for certain out-of-period items totaling $62 millions. For more information on these out-of-

period adjustments, see Note 1 of our Quarterly Report on Form 10-Q for the period ended April 30, 2013.

NYSE: NAV

Manufacturing segment profit (loss) reconciliation:

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

2013

Earnings

–

6/10/2013

NYSE: NAV

SEC Regulation G –

Significant Items Included Within Our Results

Three Months Ended

April 30,

Six Months Ended

April 30,

(in millions)

2013

2012

2013

2012

Expense (income):

Adjustments to pre-existing warranties

(A)

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

164

138

204

219

Charges related to the Monaco RV divestiture

(B)

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

—

Charges for non-conformance penalties

(C)

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

Accelerated depreciation

(D)

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

—

Gain on sales of the Mahindra Joint Ventures

(E)

(28)

—

(28)

—

Legal settlement

(F)

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

—

(35)

—

Impairment charges related to idling the WCC business

(G)

—

Income tax valuation allowance release

(H)

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

—

(181)

—

(181)

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

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

(A) The warranty adjustment represents an unanticipated increase in warranty spend for certain 2007 and 2010 emission standard engine, with the majority relating to the initial build of

2010 emission standard engines. In the second quarter and first half of 2013, the Company incurred charges of $164 million and $204 million, respectively, for adjustments to pre-

existing warranties. Included in the adjustments to pre-existing warranties is a warranty recovery of $13 million and $40 million, of which the $13 million in the second quarter of 2013

was included in the Loss from discontinued operations. During the second quarter and first half of 2012, the Company incurred charges of $104 million and $227 million, respectively, for

adjustments to pre-existing warranties, and the tax impact of the adjustments was income tax expense of $34 million and income tax benefit of $8 million, respectively. In the second

quarter and first half of 2013, our Engine segment recognized charges for adjustments to pre-existing warranties of $107 million and $136 million, respectively, compared to $78 million

and $190 million in the respective prior year periods. In the second quarters of 2013 and 2012, the Truck segment recorded charges of $33 million and $24 million, respectively, both

related to the extended warranty contracts on our 2010 emission standard MaxxForce Big-Bore engines, of which the majority of these changes are included in the adjustments to

pre-existing warranties.

(B) In May 2013, we divested substantially all of our interest in these operations of Monaco for approximately $19 million of cash. As a result of the divestiture, in the second quarter of 2013,

we recorded charges of $25 million relating to the impairment of certain assets and the expected loss from the divestiture, which is included in the Loss from discontinued operations.

(C)

The Engine segment recorded charges for non-conformance penalties, primarily for certain 13L engine sales. The charges did not have a material impact on income taxes.

(D) In the second quarter and first half of 2013, of the total charges for accelerated depreciation, $8 million and $20 million, respectively, was related to certain assets related to the planned

closure of our Garland Facility, and $2 million and $15 million, respectively, was primarily related to certain assets affected by the discontinuation of certain engine programs, particularly

the MaxxForce15L. The Truck segment recognized charges of $8 million and $23 million, respectively, and the Engine segment recognized charges of $2 million and $12 million,

respectively.

(E) In the second quarter of 2013, the Company sold its stake in the Mahindra Joint Ventures to Mahindra for $33 million and recognized a gain of $28 million, of which the Truck and

Engine segments recognized $16 million and $12 million, respectively.

(F)

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

(G)

In the second quarter and first half 2012, the impairment charges of $38 million were the result of our decision to idle WCC business. The tax impact of the adjustments was an income

tax benefit of $1 million. The WCC, which is reported in the Loss from discontinued operations, and Parts segment recognized charges of $28 million and $10 million, respectively.

(H)

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

deferred tax assets.

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

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

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

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

2013

Earnings

–

6/10/2013

NYSE: NAV

ROIC Definition

(PBT

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

Paid-in-Capital –

Treasury Stock + Retained Earnings

+ Book Value of

Operating Leases + Book Value of Mfg Debt

–

Mfg Cash

–

Excludes significant items such as restructuring, impairments, and engineering

integration expenses

–

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

–

Excludes Financial Services Operation debt

–

Manufacturing Cash includes Cash and cash equivalents + Marketable

securities

Navistar International (NAV) 8-KNavistar Reports Second Quarter Results