Condensed Consolidating Guarantor and Non-guarantor Financial Information

The following tables set forth condensed consolidating balance sheets as of April 30, 2014 and October 31, 2013, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income (loss) for the three and six months ended April 30, 2014 and 2013, and condensed consolidating statements of cash flows for the six months ended April 30, 2014 and 2013.

The information is presented as a result of Navistar, Inc.’s guarantee, exclusive of its subsidiaries, of NIC’s indebtedness under our 8.25% Senior Notes, due 2021, and obligations under our Loan Agreement related to the 6.5% Tax Exempt Bonds, due 2040. Navistar, Inc. is a direct wholly-owned subsidiary of NIC. None of NIC’s other subsidiaries guarantee any of these notes or bonds. The guarantees are "full and unconditional", as those terms are used in Regulation S-X Rule 3-10, except that the guarantees will be automatically released in certain customary circumstances, such as when the subsidiary is sold or all of the assets of the subsidiary are sold, the capital stock is sold, when the subsidiary is designated as an "unrestricted subsidiary" for purposes of the respective indenture for each of the 8.25% Senior Notes, due 2021, and the 6.5% Tax Exempt Bonds, due 2040, upon liquidation or dissolution of the subsidiary or upon legal or covenant defeasance, or satisfaction and discharge of the notes or bonds. Separate financial statements and other disclosures concerning Navistar, Inc. have not been presented because management believes that such information is not material to investors. Within this disclosure only, "NIC" includes the financial results of the parent company only, with all of its wholly-owned subsidiaries accounted for under the equity method. Likewise, "Navistar, Inc.," for purposes of this disclosure only, includes the consolidated financial results of its wholly-owned subsidiaries accounted for under the equity method and its operating units accounted for on a consolidated basis. "Non-Guarantor Subsidiaries" includes the combined financial results of all other non-guarantor subsidiaries. "Eliminations and Other" includes all eliminations and reclassifications to reconcile to the consolidated financial statements. NIC files a consolidated U.S. federal income tax return that includes Navistar, Inc. and its U.S. subsidiaries. Navistar, Inc. has a tax allocation agreement ("Tax Agreement") with NIC which requires Navistar, Inc. to compute its separate federal income tax liability and remit any resulting tax liability to NIC. Tax benefits that may arise from net operating losses of Navistar, Inc. are not refunded to Navistar, Inc. but may be used to offset future required tax payments under the Tax Agreement. The effect of the Tax Agreement is to allow NIC, the parent company, rather than Navistar, Inc., to utilize current U.S. taxable losses of Navistar, Inc. and all other direct or indirect subsidiaries of NIC.



Condensed Consolidating Statement of Operations for the Three Months Ended April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	1,893		$	2,061		$	(1,208	)	$	2,746
Costs of products sold	—			1,797			1,862			(1,191		)	2,468
Restructuring charges	—			8			—			—			8
Asset impairment charges	—			—			153			(2		)	151
All other operating expenses (income)	41			273			89			(17		)	386
Total costs and expenses	41			2,078			2,104			(1,210		)	3,013
Equity in income (loss) of affiliates	(269		)	(141		)	2			411			3
Income (loss) before income taxes	(310		)	(326		)	(41		)	413			(264		)
Income tax benefit (expense)	13			(8		)	(28		)	—			(23		)
Earnings (loss) from continuing operations	(297		)	(334		)	(69		)	413			(287		)
Income from discontinued operations, net of tax	—			—			1			—			1
Net income (loss)	(297		)	(334		)	(68		)	413			(286		)
Less: Net income attributable to non-controlling interests	—			—			11			—			11
Net income (loss) attributable to Navistar International Corporation	$	(297	)	$	(334	)	$	(79	)	$	413		$	(297	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss) attributable to Navistar International Corporation	$	(297	)	$	(334	)	$	(79	)	$	413		$	(297	)
Other comprehensive income (loss):
Foreign currency translation adjustment	48			—			48			(48		)	48
Defined benefit plans (net of tax of $0 tax for all entities)	25			25			—			(25		)	25
Total other comprehensive income (loss)	73			25			48			(73		)	73
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(224	)	$	(309	)	$	(31	)	$	340		$	(224	)



Condensed Consolidating Statement of Operations for the Six Months Ended April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	3,317		$	3,790		$	(2,153	)	$	4,954
Costs of products sold	—			3,222			3,393			(2,133		)	4,482
Restructuring charges	—			10			1			—			11
Asset impairment charges	—			—			171			(2		)	169
All other operating expenses (income)	77			514			248			(28		)	811
Total costs and expenses	77			3,746			3,813			(2,163		)	5,473
Equity in income (loss) of affiliates	(481		)	(152		)	1			635			3
Income (loss) before income taxes	(558		)	(581		)	(22		)	645			(516		)
Income tax benefit (expense)	13			(1		)	(23		)	—			(11		)
Earnings (loss) from continuing operations	(545		)	(582		)	(45		)	645			(527		)
Income from discontinued operations, net of tax	—			—			2			—			2
Net income (loss)	(545		)	(582		)	(43		)	645			(525		)
Less: Net income attributable to non-controlling interests	—			—			20			—			20
Net income (loss) attributable to Navistar International Corporation	$	(545	)	$	(582	)	$	(63	)	$	645		$	(545	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Six Months Ended April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss) attributable to Navistar International Corporation	$	(545	)	$	(582	)	$	(63	)	$	645		$	(545	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(14		)	—			(14		)	14			(14		)
Defined benefit plans (net of tax of $(1), $0, $(1), $1, and, $(1), respectively)	50			50			—			(50		)	50
Total other comprehensive income (loss)	36			50			(14		)	(36		)	36
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(509	)	$	(532	)	$	(77	)	$	609		$	(509	)



Condensed Consolidating Balance Sheet as of April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Assets
Cash and cash equivalents	$	280		$	44		$	270		$	—		$	594
Marketable securities	193			—			341			—			534
Restricted cash	18			4			90			—			112
Finance and other receivables, net	3			136			2,553			(10		)	2,682
Inventories	—			749			648			(13		)	1,384
Investments in non-consolidated affiliates	(6,570		)	6,433			66			140			69
Property and equipment, net	—			899			790			4			1,693
Goodwill	—			—			38			—			38
Deferred taxes, net	1			13			178			—			192
Other	38			156			237			(2		)	429
Total assets	$	(6,037	)	$	8,434		$	5,211		$	119		$	7,727
Liabilities and stockholders’ equity (deficit)
Debt	$	2,114		$	967		$	2,024		$	(5	)	$	5,100
Postretirement benefits liabilities	—			2,340			234			—			2,574
Amounts due to (from) affiliates	(7,412		)	11,392			(4,128		)	148			—
Other liabilities	3,367			624			210			(76		)	4,125
Total liabilities	(1,931		)	15,323			(1,660		)	67			11,799
Redeemable equity securities	2			—			—			—			2
Stockholders’ equity attributable to non-controlling interest	—			—			34			—			34
Stockholders’ equity (deficit) attributable to Navistar International Corporation	(4,108		)	(6,889		)	6,837			52			(4,108		)
Total liabilities and stockholders’ equity (deficit)	$	(6,037	)	$	8,434		$	5,211		$	119		$	7,727



Condensed Consolidating Statement of Cash Flows for the Six Months Ended April 30, 2014
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net cash provided by (used in) operations	$	(458	)	$	(961	)	$	85		$	1,008		$	(326	)
Cash flows from investment activities
Net change in restricted cash and cash equivalents	5			(1		)	(25		)	—			(21		)
Net sales of marketable securities	389			—			(93		)	—			296
Capital expenditures and purchase of equipment leased to others	—			(67		)	(91		)	—			(158		)
Other investing activities	—			8			17			—			25
Net cash provided by (used in) investment activities	394			(60		)	(192		)	—			142
Cash flows from financing activities
Net borrowings (repayments) of debt	(10		)	959			68			(1,006		)	11
Other financing activities	18			34			(30		)	—			22
Net cash provided by (used in) financing activities	8			993			38			(1,006		)	33
Effect of exchange rate changes on cash and cash equivalents	—			—			(8		)	(2		)	(10		)
Decrease in cash and cash equivalents	(56		)	(28		)	(77		)	—			(161		)
Cash and cash equivalents at beginning of the period	336			72			347			—			755
Cash and cash equivalents at end of the period	$	280		$	44		$	270		$	—		$	594



Condensed Consolidating Statement of Operations for the Three Months Ended April 30, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	1,493		$	2,293		$	(1,260	)	$	2,526
Costs of products sold	—			1,622			1,987			(1,246		)	2,363
Restructuring charges	—			4			2			—			6
All other operating expenses (income)	(48		)	349			125			57			483
Total costs and expenses	(48		)	1,975			2,114			(1,189		)	2,852
Equity in income (loss) of affiliates	(422		)	50			1			375			4
Income (loss) before income taxes	(374		)	(432		)	180			304			(322		)
Income tax expense	—			(1		)	(21		)	—			(22		)
Earnings (loss) from continuing operations	(374		)	(433		)	159			304			(344		)
Loss from discontinued operations, net of tax	—			—			(21		)	—			(21		)
Net income (loss)	(374		)	(433		)	138			304			(365		)
Less: Net income attributable to non-controlling interests	—			—			9			—			9
Net income (loss) attributable to Navistar International Corporation	$	(374	)	$	(433	)	$	129		$	304		$	(374	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended April 30, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries		Eliminations and Other			Consolidated
Net income (loss) attributable to Navistar International Corporation	$	(374	)	$	(433	)	$	129	$	304		$	(374	)
Other comprehensive income (loss):
Foreign currency translation adjustment	3			—			2		(2		)	3
Defined benefit plans (net of tax of $1, $0, $1, $(1), and, $1, respectively)	40			35			5		(40		)	40
Total other comprehensive income (loss)	43			35			7		(42		)	43
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(331	)	$	(398	)	$	136	$	262		$	(331	)



Condensed Consolidating Statement of Operations for the Six Months Ended April 30, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	3,102		$	4,551		$	(2,490	)	$	5,163
Costs of products sold	—			3,217			3,896			(2,464		)	4,649
Restructuring charges	—			4			4			—			8
All other operating expenses (income)	(27		)	580			317			45			915
Total costs and expenses	(27		)	3,801			4,217			(2,419		)	5,572
Equity in income (loss) of affiliates	(524		)	104			(1		)	424			3
Income (loss) before income taxes	(497		)	(595		)	333			353			(406		)
Income tax expense	—			(12		)	(25		)	—			(37		)
Earnings (loss) from continuing operations	(497		)	(607		)	308			353			(443		)
Loss from discontinued operations, net of tax	—			—			(30		)	—			(30		)
Net income (loss)	(497		)	(607		)	278			353			(473		)
Less: Net income attributable to non-controlling interests	—			—			24			—			24
Net income (loss) attributable to Navistar International Corporation	$	(497	)	$	(607	)	$	254		$	353		$	(497	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Six Months Ended April 30, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries		Eliminations and Other			Consolidated
Net income (loss) attributable to Navistar International Corporation	$	(497	)	$	(607	)	$	254	$	353		$	(497	)
Other comprehensive income (loss):
Foreign currency translation adjustment	20			—			20		(20		)	20
Defined benefit plans (net of tax of $1, $0, $1, $(1), and, $1, respectively)	78			70			8		(78		)	78
Total other comprehensive income (loss)	98			70			28		(98		)	98
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(399	)	$	(537	)	$	282	$	255		$	(399	)



Condensed Consolidating Balance Sheet as of October 31, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Assets
Cash and cash equivalents	$	336		$	72		$	347		$	—		$	755
Marketable securities	581			1			248			—			830
Restricted cash	23			3			65			—			91
Finance and other receivables, net	3			148			2,561			(11		)	2,701
Inventories	—			621			608			(19		)	1,210
Investments in non-consolidated affiliates	(6,123		)	6,600			73			(473		)	77
Property and equipment, net	—			937			807			(3		)	1,741
Goodwill	—			—			184			—			184
Deferred taxes, net	—			13			219			(1		)	231
Other	36			156			304			(1		)	495
Total assets	$	(5,144	)	$	8,551		$	5,416		$	(508	)	$	8,315
Liabilities and stockholders’ equity (deficit)
Debt	$	2,125		$	1,002		$	1,960		$	(2	)	$	5,085
Postretirement benefits liabilities	—			2,407			245			—			2,652
Amounts due to (from) affiliates	(6,988		)	10,846			(3,932		)	74			—
Other liabilities	3,362			646			250			(79		)	4,179
Total liabilities	(1,501		)	14,901			(1,477		)	(7		)	11,916
Redeemable equity securities	4			—			—			—			4
Stockholders’ equity attributable to non-controlling interest	—			—			44			—			44
Stockholders’ equity (deficit) attributable to Navistar International Corporation	(3,647		)	(6,350		)	6,849			(501		)	(3,649		)
Total liabilities and stockholders’ equity (deficit)	$	(5,144	)	$	8,551		$	5,416		$	(508	)	$	8,315



Condensed Consolidating Statement of Cash Flows for the Six Months Ended April 30, 2013
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net cash provided by (used in) operations	$	(648	)	$	(288	)	$	222		$	671		$	(43	)
Cash flows from investment activities
Net change in restricted cash and cash equivalents	(1		)	—			45			—			44
Net purchases of marketable securities	(186		)	—			(81		)	—			(267		)
Capital expenditures and purchase of equipment leased to others	—			(304		)	(98		)	—			(402		)
Other investing activities	—			9			40			—			49
Net cash used in investment activities	(187		)	(295		)	(94		)	—			(576		)
Cash flows from financing activities
Net borrowings (repayments) of debt	327			301			(179		)	(671		)	(222		)
Other financing activities	24			263			(23		)	—			264
Net cash provided by (used in) financing activities	351			564			(202		)	(671		)	42
Effect of exchange rate changes on cash and cash equivalents	—			—			(5		)	—			(5		)
Decrease in cash and cash equivalents	(484		)	(19		)	(79		)	—			(582		)
Cash and cash equivalents at beginning of the period	702			55			330			—			1,087
Cash and cash equivalents at end of the period	$	218		$	36		$	251		$	—		$	505