Consolidating Guarantor and Non-guarantor Financial Information

The following tables set forth condensed consolidating balance sheets as of April 30, 2016 and October 31, 2015, and condensed consolidating statements of operations and comprehensive income (loss) for the three and six months ended April 30, 2016 and 2015, and condensed consolidating statements of cash flows for the six months ended April 30, 2016 and 2015.

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 indentures 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, 2016
(in millions)	NIC		Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—	$	1,702		$	1,423		$	(928	)	$	2,197
Costs of products sold	—		1,548			1,208			(911		)	1,845
Restructuring charges	—		3			—			—			3
Asset impairment charges	—		2			1			—			3
All other operating expenses (income)	38		233			66			(18		)	319
Total costs and expenses	38		1,786			1,275			(929		)	2,170
Equity in income (loss) of affiliates	42		68			—			(108		)	2
Income (loss) before income taxes	4		(16		)	148			(107		)	29
Income tax expense	—		(2		)	(14		)	—			(16		)
Earnings (loss) from continuing operations	4		(18		)	134			(107		)	13
Income (loss) from discontinued operations, net of tax	—		—			—			—			—
Net income (loss)	4		(18		)	134			(107		)	13
Less: Net income attributable to non-controlling interests	—		—			9			—			9
Net income (loss) attributable to Navistar International Corporation	$	4	$	(18	)	$	125		$	(107	)	$	4



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended April 30, 2016
(in millions)	NIC		Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss)	$	4	$	(18	)	$	134		$	(107	)	$	13
Other comprehensive income (loss):
Foreign currency translation adjustment	50		—			50			(50		)	50
Defined benefit plans (net of tax)	15		31			(16		)	(15		)	15
Total other comprehensive income (loss)	65		31			34			(65		)	65
Comprehensive income (loss)	69		13			168			(172		)	78
Less: Net income attributable to non-controlling interests	—		—			9			—			9
Total comprehensive income (loss) attributable to Navistar International Corporation	$	69	$	13		$	159		$	(172	)	$	69



Condensed Consolidating Statement of Operations for the Six Months Ended April 30, 2016
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	3,044		$	2,623		$	(1,705	)	$	3,962
Costs of products sold	—			2,752			2,231			(1,672		)	3,311
Restructuring charges	—			4			2			—			6
Asset impairment charges	—			2			3			—			5
All other operating expenses (income)	57			446			174			(36		)	641
Total costs and expenses	57			3,204			2,410			(1,708		)	3,963
Equity in income (loss) of affiliates	28			55			(1		)	(81		)	1
Income (loss) before income taxes	(29		)	(105		)	212			(78		)	—
Income tax benefit (expense)	—			11			(22		)	—			(11		)
Earnings (loss) from continuing operations	(29		)	(94		)	190			(78		)	(11		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss)	(29		)	(94		)	190			(78		)	(11		)
Less: Net income attributable to non-controlling interests	—			—			18			—			18
Net income (loss) attributable to Navistar International Corporation	$	(29	)	$	(94	)	$	172		$	(78	)	$	(29	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Six Months Ended April 30, 2016
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss)	$	(29	)	$	(94	)	$	190		$	(78	)	$	(11	)
Other comprehensive income (loss):
Foreign currency translation adjustment	17			—			17			(17		)	17
Defined benefit plans (net of tax)	48			63			(15		)	(48		)	48
Total other comprehensive income (loss)	65			63			2			(65		)	65
Comprehensive income (loss)	36			(31		)	192			(143		)	54
Less: Net income attributable to non-controlling interests	—			—			18			—			18
Total comprehensive income (loss) attributable to Navistar International Corporation	$	36		$	(31	)	$	174		$	(143	)	$	36



Condensed Consolidating Balance Sheet as of April 30, 2016
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Assets
Cash and cash equivalents	$	228		$	24		$	337		$	—		$	589
Marketable securities	47			—			181			—			228
Restricted cash	16			5			118			—			139
Finance and other receivables, net	3			101			2,145			(105		)	2,144
Inventories	—			812			421			(13		)	1,220
Investments in non-consolidated affiliates	(7,585		)	6,215			63			1,373			66
Property and equipment, net	—			691			597			(7		)	1,281
Goodwill	—			—			38			—			38
Deferred taxes, net	—			15			149			—			164
Other	33			125			162			(1		)	319
Total assets	$	(7,258	)	$	7,988		$	4,211		$	1,247		$	6,188
Liabilities and stockholders’ equity (deficit)
Debt	$	1,979		$	1,141		$	2,108		$	(3	)	$	5,225
Postretirement benefits liabilities	—			2,839			198			—			3,037
Amounts due to (from) affiliates	(7,820		)	10,584			(2,936		)	172			—
Other liabilities	3,711			1			(595		)	(70		)	3,047
Total liabilities	(2,130		)	14,565			(1,225		)	99			11,309
Stockholders’ equity attributable to non-controlling interest	—			—			7			—			7
Stockholders’ equity (deficit) attributable to Navistar International Corporation	(5,128		)	(6,577		)	5,429			1,148			(5,128		)
Total liabilities and stockholders’ equity (deficit)	$	(7,258	)	$	7,988		$	4,211		$	1,247		$	6,188



Condensed Consolidating Statement of Cash Flows for the Six Months Ended April 30, 2016
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net cash provided by (used in) operations	$	(293	)	$	(297	)	$	218		$	268		$	(104	)
Cash flows from investment activities
Net change in restricted cash and cash equivalents	—			2			(21		)	—			(19		)
Net sales (purchases) of marketable securities	65			—			(134		)	—			(69		)
Capital expenditures and purchase of equipment leased to others	—			(34		)	(97		)	—			(131		)
Other investing activities	—			—			53			—			53
Net cash provided by (used in) investing activities	65			(32		)	(199		)	—			(166		)
Cash flows from financing activities
Net borrowings (repayments) of debt	—			259			(26		)	(298		)	(65		)
Other financing activities	—			13			(49		)	30			(6		)
Net cash provided by (used in) financing activities	—			272			(75		)	(268		)	(71		)
Effect of exchange rate changes on cash and cash equivalents	—			—			18			—			18
Decrease in cash and cash equivalents	(228		)	(57		)	(38		)	—			(323		)
Cash and cash equivalents at beginning of the period	456			81			375			—			912
Cash and cash equivalents at end of the period	$	228		$	24		$	337		$	—		$	589



Condensed Consolidating Statement of Operations for the Three Months Ended April 30, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	2,009		$	1,943		$	(1,259	)	$	2,693
Costs of products sold	—			1,864			1,735			(1,239		)	2,360
Restructuring charges	—			—			6			—			6
Asset impairment charges	—			1			—			—			1
All other operating expenses (income)	27			282			79			(22		)	366
Total costs and expenses	27			2,147			1,820			(1,261		)	2,733
Equity in income (loss) of affiliates	(37		)	64			—			(26		)	1
Income (loss) before income taxes	(64		)	(74		)	123			(24		)	(39		)
Income tax expense	—			(1		)	(17		)	—			(18		)
Earnings (loss) from continuing operations	(64		)	(75		)	106			(24		)	(57		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss)	(64		)	(75		)	106			(24		)	(57		)
Less: Net income attributable to non-controlling interests	—			—			7			—			7
Net income (loss) attributable to Navistar International Corporation	$	(64	)	$	(75	)	$	99		$	(24	)	$	(64	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Three Months Ended April 30, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss)	$	(64	)	$	(75	)	$	106		$	(24	)	$	(57	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(27		)	—			(27		)	27			(27		)
Defined benefit plans (net of tax)	33			31			2			(33		)	33
Total other comprehensive income (loss)	6			31			(25		)	(6		)	6
Comprehensive income (loss)	(58		)	(44		)	81			(30		)	(51		)
Less: Net income attributable to non-controlling interests	—			—			7			—			7
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(58	)	$	(44	)	$	74		$	(30	)	$	(58	)



Condensed Consolidating Statement of Operations for the Six Months Ended April 30, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Sales and revenues, net	$	—		$	3,619		$	3,711		$	(2,216	)	$	5,114
Costs of products sold	—			3,273			3,305			(2,173		)	4,405
Restructuring charges	—			3			6			—			9
Asset impairment charges	—			8			—			—			8
All other operating expenses (income)	50			546			204			(40		)	760
Total costs and expenses	50			3,830			3,515			(2,213		)	5,182
Equity in income (loss) of affiliates	(56		)	79			1			(21		)	3
Income (loss) before income taxes	(106		)	(132		)	197			(24		)	(65		)
Income tax expense	—			(2		)	(23		)	—			(25		)
Earnings (loss) from continuing operations	(106		)	(134		)	174			(24		)	(90		)
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss)	(106		)	(134		)	174			(24		)	(90		)
Less: Net income attributable to non-controlling interests	—			—			16			—			16
Net income (loss) attributable to Navistar International Corporation	$	(106	)	$	(134	)	$	158		$	(24	)	$	(106	)



Condensed Consolidating Statement of Comprehensive Income (Loss) for the Six Months Ended April 30, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net income (loss)	$	(106	)	$	(134	)	$	174		$	(24	)	$	(90	)
Other comprehensive income (loss):
Foreign currency translation adjustment	(86		)	—			(86		)	86			(86		)
Defined benefit plans (net of tax)	65			62			3			(65		)	65
Total other comprehensive income (loss)	(21		)	62			(83		)	21			(21		)
Comprehensive income (loss)	(127		)	(72		)	91			(3		)	(111		)
Less: Net income attributable to non-controlling interests	—			—			16			—			16
Total comprehensive income (loss) attributable to Navistar International Corporation	$	(127	)	$	(72	)	$	75		$	(3	)	$	(127	)



Condensed Consolidating Balance Sheet as of October 31, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Assets
Cash and cash equivalents	$	456		$	81		$	375		$	—		$	912
Marketable securities	112			—			47			—			159
Restricted cash	16			7			98			—			121
Finance and other receivables, net	1			99			2,440			(103		)	2,437
Inventories	—			809			342			(16		)	1,135
Investments in non-consolidated affiliates	(7,679		)	6,204			64			1,477			66
Property and equipment, net	—			737			616			(8		)	1,345
Goodwill	—			—			38			—			38
Deferred taxes, net	7			20			137			—			164
Other	33			128			155			(1		)	315
Total assets	$	(7,054	)	$	8,085		$	4,312		$	1,349		$	6,692
Liabilities and stockholders’ equity (deficit)
Debt	$	1,971		$	1,180		$	2,151		$	(4	)	$	5,298
Postretirement benefits liabilities	—			2,909			179			—			3,088
Amounts due to (from) affiliates	(7,574		)	10,280			(2,879		)	173			—
Other liabilities	3,716			207			(388		)	(69		)	3,466
Total liabilities	(1,887		)	14,576			(937		)	100			11,852
Stockholders’ equity attributable to non-controlling interest	—			—			7			—			7
Stockholders’ equity (deficit) attributable to Navistar International Corporation	(5,167		)	(6,491		)	5,242			1,249			(5,167		)
Total liabilities and stockholders’ equity (deficit)	$	(7,054	)	$	8,085		$	4,312		$	1,349		$	6,692



Condensed Consolidating Statement of Cash Flows for the Six Months Ended April 30, 2015
(in millions)	NIC			Navistar, Inc.			Non-Guarantor Subsidiaries			Eliminations and Other			Consolidated
Net cash provided by (used in) operations	$	(168	)	$	41		$	(188	)	$	78		$	(237	)
Cash flows from investment activities
Net change in restricted cash and cash equivalents	1			(2		)	54			—			53
Net sales of marketable securities	229			—			103			—			332
Capital expenditures and purchase of equipment leased to others	—			(30		)	(35		)	—			(65		)
Other investing activities	—			7			5			—			12
Net cash provided by (used in) investing activities	230			(25		)	127			—			332
Cash flows from financing activities
Net borrowings (repayments) of debt	—			(52		)	66			2			16
Other financing activities	—			20			61			(80		)	1
Net cash provided by (used in) financing activities	—			(32		)	127			(78		)	17
Effect of exchange rate changes on cash and cash equivalents	—			—			(26		)	—			(26		)
Increase (decrease) in cash and cash equivalents	62			(16		)	40			—			86
Cash and cash equivalents at beginning of the period	101			53			343			—			497
Cash and cash equivalents at end of the period	$	163		$	37		$	383		$	—		$	583