Q2 2019 EARNINGS PRESENTATION                                                                                                                                                                                                      June 4, 2019               ® International is a registered trademark of                     , Inc.                                                                                                                                      NYSE: NAV
 Safe Harbor Statement and Other Cautionary Notes  Information provided and statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this presentation and the company assumes no obligation to update the information included in this presentation. 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, 2018, which was filed on December 18, 2018. 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.  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.                                                                                              Q2 2019 Earnings – 6/4/2019                                                                                                       NYSE: NAV 2
 Second Quarter 2019 Highlights  • Core market share up 1.9 points       • Class 8 up 1.6 points      • Class 6/7 up 3.5 points  • Revenue up 24%, led by 35% increase in Truck revenue    • Core chargeouts up 35% to 23,700      • Up double digits in all core vehicle classes  • Adjusted net income up 57% to $105 million  • Adjusted EBITDA up 23% to $224 million  • Announced new parts distribution center in Memphis, TN  • Continued cadence of actions to improve risk profile     Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation.  Q2 2019 Earnings – 6/4/2019                                                                           NYSE: NAV 3
 Strong Operational Results  ($ in millions, except per share and units)                                                                                                     Quarters Ended                                                                                                            April 30(A)                                                                                                    2019                   2018                     Chargeouts(B)                                                                  23,700                 17,500                      Sales and revenues                                                       $       2,996           $     2,422                      Net income (loss)(C)                                                     $          (48)         $          55                     Diluted income (loss) per share(C)                                       $        (0.48)         $        0.55                     Adjusted Net income                                                      $          105          $          67                     Adjusted EBITDA                                                          $          224          $         182                     Adjusted EBITDA margin                                                              7.5%                  7.5%   Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation.   (A) 2019 results reflect ASC 606 while 2018 results are as reported                                                                                                                                      Q2 2019 Earnings – 6/4/2019  (B) Includes U.S. and Canada School buses and Class 6-8 trucks. (C) Amounts attributable to Navistar International Corporation. Includes a $159 million legal charge.                                            NYSE: NAV      4
 Improving Operating Segment Performance  ($ in millions)                      Sales and Revenues(A)    Segment Profit (Loss)                         Quarters Ended                        Quarters  Ended                                                     April 30                April 30                        2019        2018         2019        2018                                                       (B)   Truck             $   2,296   $     1,704  $       (74) $         42     Parts                     579           601          144           132    Global Operations           87            97             3               1    Financial Services           78            63           32             19   (A) 2019 results reflect ASC 606 while 2018 results are as reported                                                       Q2 2019 Earnings – 6/4/2019  (B) Includes a $159 million legal charge                                                            NYSE: NAV 5
 Stronger Industry in 2019                                               Prior             Updated                                    201 8 Actual                                          201 9 Guidance   201 9 Guidance  Class 8                     277K            265-295K         290-31 0K  Class 6/7                    99K              95K             1 00K  School bus                   33K              35K              35K  Core markets industry       409K            395-425K         425-445K                                                                  Q2 2019 Earnings – 6/4/2019                          Increased from prior guidance No change from prior guidance                                                                      NYSE: NAV 6
 Updated 2019 Financial Guidance                                                Prior            Updated                                           201 9 Guidance    201 9 Guidance(A)    Revenue                                 $10.75-$11.25B     $1 1 .25-$1 1 .75B    Gross margin                             19.0%-19.5%       1 8.25%-1 8.75%    Adjusted EBITDA                          $850-$900M         $875-$925M    Manufacturing interest expense             $225M              $225M    Warranty spend greater than expense         $90M               $90M    Capital expenditures                       $150M              $1 50M    Pension/OPEB contributions greater than                                                $85M               $85M   expense    Core Market Share                           19%                >1 9%                Increased from prior guidance No change from prior guidance Decreased from prior guidance  Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation.  (A)  2019 industry and financial guidance does not include the impact of possible tariffs from goods crossing the Mexican border.                                                                    Q2 2019 Earnings – 6/4/2019                                                                           NYSE: NAV 7
 Appendix                                                                                                                                       Q2 2019 Earnings – 6/4/2019                                                                                                                                                  NYSE: NAV      8
 Days Sales Inventory On-Hand         140         120         100                                                                                                                                                    84 Days        80                                                        Normal range is 80-120                                                         days inventory on hand        60          40          20            -   Includes US and Canada Class 6-8 company and dealer truck inventory, but does not include U.S. IC Bus *Calculation is based on the 3-month rolling average of inventory-to-retail sales ratio.                                                                                                                                      Q2 2019 Earnings – 6/4/2019                                                                                                                                                   NYSE: NAV      9
 U.S. and Canada Dealer Stock Inventory*   7,000    6,000    5,000    4,000    3,000    2,000    1,000       -   *Includes U.S. and Canada Class 6-8 truck inventory, but does not include U.S. IC Bus.                                                                                                                                       Q2 2019 Earnings – 6/4/2019                                                                                                                                                   NYSE: NAV    10
 Retail Market Share in Commercial Vehicle Segments                                                               Three Months Ended                                               April 30, January 31, October July 31, April 30,                                                2019      2019    31, 2018   2018     2018    Core Markets (U.S. and Canada)                                                         Class 6 and 7 medium trucks ........................................................29.8  %  25.5 % 24.9 % 21.9 % 26.3%        Class 8 heavy trucks .........................................................................15.1  %  12.1 % 16.9 % 12.7 % 13.4%        Class 8 severe service trucks .........................................................12.6   %  11.7 % 16.5 % 11.2 % 11.7%        Combined class 8 trucks ................................................................14.5.  %  12.0 % 16.8 % 12.3 % 12.9%                         Class 6/7                       Class 8                       Class 8          Medium-Duty                        Heavy                     Severe Service                                                                                 Q2 2019 Earnings – 6/4/2019                                                                                      NYSE: NAV 11
 Worldwide Truck Chargeouts                                                                          Three Months                                                                        Ended April 30,                 %                                                                       2019       2018    Change    Change       Core Markets (U.S. and Canada)           School buses.............................................................................................     3,300       2,900        400 14%           Class 6 and 7 medium trucks ..................................................................     8,900       6,800      2,100 31%           Class 8 heavy trucks .................................................................................     8,600       5,800     2,800 48%           Class 8 severe service trucks....................................................................     2,900       2,000        900 45%              Total Core markets..........................................................   23,700      17,500     6,200 35%           Non "Core" defense..................................................................................  —          200       (200) (100%)           Other markets(A).......................................................................................     5,500       2,300     3,200 139%              Total worldwide units......................................................   29,200     20,000     9,200 46%           Combined class 8 trucks ..........................................................................   1 1 ,500       7,800     3,700 47%         _______________________         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. The above table summarizes our approximate worldwide          chargeouts.          We define our Core markets to include U.S. and Canada School bus and Class 6 through 8 trucks.           (A) Other markets primarily consist of Class 4/5 vehicles, Export Truck, Mexico and post-sale Navistar Defense. Other          markets include certain Class 4/5 vehicle chargeouts of 2,500 General Motors (“GM”)-branded units sold to GM for the          three months ended April 30, 2019.                                                                                               Q2 2019 Earnings – 6/4/2019                                                                                                       NYSE: NAV 12
 Financial Services Segment    Highlights      •  Financial Services segment profit of $32M for Q2 2019 and $63M for YTD 2019      •  Segment financing availability of $260M as of April 30, 2019       •  Financial Services debt/equity leverage of 3.8:1 as of April 30, 2019      •  Increased the variable dealer note and retail accounts funding facilities during Q2 2019                                                 NFC Facilities        Dealer Floor Plan                        Retail Notes                   Bank and Term Loan B      • NFSC wholesale trust as of April                                         • New bank revolver capacity of        30, 2019                                                                   $748M matures May 2024,                                                       C A P I T A L               Term Loan B repaid in May 2019        – $1.1B funding facility             Funded by BMO Financial Group       – Variable portion matures                                                 – Funding for retail notes,                                          • Program management continuity        May 2020, June 2019 stepdown                                               wholesale notes, retail accounts,        – Term portions mature June 2019  • Broad product offering                  and dealer open accounts        and September 2020               • Ability to support large fleets                                                                                • On balance sheet     • On balance sheet                  • Access to less expensive capital                                                                                                Q2 2019 Earnings – 6/4/2019                                                                                                        NYSE: NAV 13
 Strong Cash Balance,  No Near-term Manufacturing Debt Maturities  ($ in millions)                Manufacturing Cash Balance(A)                                        Limited Near-Term Manufacturing Debt Maturities(B)  $1,400                                 $1,362                                                                                 $2,000                                                      $1,192               $1,100       $1,084                                                                                        $1,600 $1,050                                                                   $950                                                                                                                                         $1,100    $700                                                                         $1,000     $350                                                                                                                                                       $225       $0                                                                             $0             Q2 2018      Q3 2018      Q4 2018      Q1 2019      Q2 2019                       2019      2020-2024        2025          2026       Thereafter   Note: This slide contains non-GAAP information; please see the REG G in appendix for a detailed reconciliation. (A)   Amounts include manufacturing cash, cash equivalents, and marketable securities. Q2 2019 consolidated equivalent cash balance was $1.0 billion.        Amounts exclude restricted cash.                                                                                                            NYSE: NAV    14 (B)   Total manufacturing debt of $3.0B as of April 30, 2019. Graph does not include financed lease obligations and other, totaling $95 million. Balance        reflects payoff of $411 million of 4.75% Convertible Notes in April 2019.
 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 income of non-consolidated affiliates?  A:   Equity in income of non-consolidated affiliates is derived from the 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 the company       does 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 2019 and beyond pension funding requirements?  A:   For the three and six months ended April 30, 2019, we contributed $0 million and $131 million, respectively, to our U.S. and       Canadian pension plans (the "Plans") to meet regulatory funding requirements. During the first quarter of 2019, we       accelerated the payment of a substantial portion of our 2019 minimum required funding. We currently anticipate       additional contributions of approximately $9 million to the Plans during the remainder of 2019. 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 future funding relief. We currently expect that from 2020 through 2022, we will be required to contribute       $175 million to $200 million per year to the Plans, depending on asset performance and discount rates. Q5:  What is your expectation for future cash tax payments? A:   Cash tax payments are expected to remain low in 2019 and could gradually increase as the company utilizes available net       operating losses (NOLs) and tax credits in future years.                                                                                        Q2 2019 Earnings – 6/4/2019                                                                                               NYSE: NAV 15
 Frequently Asked Questions  Q6: What is the current balance of net operating losses as compared to other deferred tax assets?  A: As of October 31, 2018, the Company had deferred tax assets for U.S. federal NOLs valued at $560     million, state NOLs valued at $178 million, and foreign NOLs valued at $241 million, for a total     undiscounted cash value of $979 million. In addition to NOLs, the Company had deferred tax assets for     accumulated tax credits of $212 million and other deferred tax assets of $1.1 billion resulting in net     deferred tax assets before valuation allowances of approximately $2.3 billion. Of this amount, $2.2 billion     was subject to a valuation allowance at the end of FY2018. Q7: How does your FY 2019 Class 8 industry outlook compare to ACT Research?  A:         Reconcilation to ACT - Retail Sales 2019    ACT*                                 306,000    CY to FY Adjustment                   4,100    "Other Specialty OEMs" included in ACT's forecast; we do not include                                           (6,000)    these specialty OEMs in our forecast or in our internal/external reports    Total (ACT comparable Class 8 Navistar) 304,100    Navistar Industry Retail Deliveries Combined Class 8 Trucks** 290,000 310,000    Navistar Difference from ACT       -14,100 5,900    *Source: ACT N.A. Commercial Vehicle Outlook - May 2019 -4.6% 1.9%    **Industry forcast provided June 2019. Q8: Please discuss the process from an order to a retail delivery? A: Orders* are customers’ written commitments to purchase vehicles. Order backlogs* are orders yet to be     built as of the end of a period. Chargeouts are vehicles that have been invoiced to customers. Retail     deliveries occur when customers take possession and register the vehicle. Units held in dealer inventory     represent the principal difference between retail deliveries and chargeouts.    * Orders and units in backlog do not represent guarantees of purchases and are subject to cancellation.                                                                          Q2 2019 Earnings – 6/4/2019                                                                               NYSE: NAV 16
 Frequently Asked Questions  Q9: How do you define manufacturing free cash flow?                                                                                                       Quarters Ended A:     ($ in millions)                                           Apr. 30, 2019       Jan. 31, 2019      Oct. 31, 2018       Jul. 31, 2018     Apr. 30, 2018        Consolidated Net Cash from Operating Activities...................... $                  50 $               (240) $                449 $                 (83) $                  (21)        Less: Net Cash from Financial Services Operations...................                   (132)                     25                   (124)                     33                  (220)            Net Cash from Manufacturing Operations (A)  .......................                   182                  (265)                   573                   (116)                    199        Plus: Manufacturing Capital Expenditures....................................                    (21)                    (43)                    (34)                    (25)                    (23)            Manufacturing Free Cash Flow.......................................... $                 161 $               (308) $                539 $                (141) $                 176       (A)    Net of adjustments required to eliminate certain intercompany transactions between Manufacturing operations and Financial Services operations.  Q10: What is your revenue by product type(A)?                                                                                                       Global         Financial    Corporate and                                                                        Truck           Parts                                                           Total                                                                                                     Operations       Services      Eliminations A:     ($ in millions)        Three Months Ended April 30, 2019           Truck products and services(B)............................................................................ $ 2,099 $ — $ — $ — $   3  $         2,102           Truck contract manufacturing............................................................................. 112 — —  —              —               112           Used trucks.............................................................................................................. 46 — — — —              46           Engines..................................................................................................................... — 78 60 — —          138           Parts........................................................................................................................... 1 500 20 — —     521           Extended warranty contracts............................................................................... 29 — —  —              —               29        Sales of manufactured products, net................................................................... $ 2,287 $ 578 $ 80 $ — $       3  $         2,948           Retail financing(C).................................................................................................. — — — 36    —               36           Wholesale financing(C)......................................................................................... — — — 12          —               12        Sales and revenues, net............................................................................................. $ 2,287 $ 578 $ 80 $ 48 $ 3 $ 2,996      (A)    The table is reported in external revenue.     (B)    Includes other markets primarily consisting of Bus, Export Truck and Mexico. Also includes revenue of $2 million related to certain third-party financings initially recorded             as borrowings, and operating lease revenue of $1 million for the three months ended April 30, 2019, respectively.     (C)    Retail financing and Wholesale financing revenues in the Financial Services segment include interest revenue of $14 million and $12 million for the three months ended             April 30, 2019, respectively.                                                                                                                                            Q2 2019 Earnings – 6/4/2019                                                                                                                                                      NYSE: NAV    17
 Outstanding Debt Balances                                                                                                                                                                                                                    April 30, October 31,           ($ in millions)                                                                           2019      2018           Manufacturing operations                                                                                                                                                                                                             Senior Secured Term Loan Credit Agreement, due 2025, net of unamortized discount of $6 and $7,                respectively, and unamortized debt issuance costs of $11 at both dates ..................................................  $ 1,563  $ 1,570               6.625% Senior Notes, due 2026, net of unamortized debt issuance costs of $16 and $17                                 respectively .....................................................................................................................................................................  1,084  1,083                          4.75% Senior Subordinated Convertible Notes, due 2019, net of unamortized discount of $5 and                         unamortized debt issuance costs of $1 .................................................................................................................  —  405               Loan Agreement related to 6.75% Tax Exempt Bonds, due 2040, net of unamortized debt                                  issuance costs of $5 at both dates ............................................................................................................................  220  220               Financed lease obligations ........................................................................................................................................  53   122               Other .................................................................................................................................................................................  42   26                  Total Manufacturing operations debt....................................................................................................               2,962      3,426               Less: Current portion ...................................................................................................................................................  60   461                  Net long-term Manufacturing operations debt...................................................................................      $     2,902   $  2,965                                                                                                                         April 30,  October 31,          ($ in millions)                                                                            2019       2018          Financial Services operations                                                                                         Asset-backed debt issued by consolidated SPEs, at fixed and variable rates, due serially through                      2023, net of unamortized debt issuance costs of $2 and $4, respectively ..............................................  $  1,213  $ 948              Senior secured NFC Term Loan, due 2025, net of unamortized discount of $2 at both dates, and                          unamortized debt issuance costs of $4 at both dates ....................................................................................  392  394              Bank credit facilities, at fixed and variable rates, due dates from 2019 through 2025, net of                         unamortized debt issuance costs of $1 and $2, respectively ........................................................................  660  519              Commercial paper, at variable rates, program matures in 2022 ..................................................................  47   75                                                                                                                                    Borrowings secured by operating and finance leases, at various rates, due serially through 2024  83  105                 Total Financial Services operations debt...............................................................................................            2,395       2,041              Less: Current portion ...................................................................................................................................................  709   485                 Net long-term Financial Services operations debt..............................................................................    $    1,686   $   1,556                                                                                                                    Q2 2019 Earnings – 6/4/2019                                                                                                                     NYSE: NAV  18
 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) attributable to Navistar International Corporation plus manufacturing interest expense, income taxes,  and depreciation and amortization. We believe EBITDA provides meaningful information as 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 Net Income and Adjusted EBITDA: We believe that adjusted net income and 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.  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.  Gross Margin consists of Sales and revenues, net, less Costs of products sold.  Structural Cost consists of Selling, general and administrative expenses and Engineering and product development costs.  Manufacturing Free Cash Flow consists of Net cash from operating activities and Capital Expenditures, all from our Manufacturing operations.  Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by Sales and revenues, net.                                                                                                                      Q2 2019 Earnings – 6/4/2019                                                                                                                                 NYSE: NAV   19
 SEC Regulation G Non-GAAP Reconciliation   Manufacturing segment cash, Cash equivalents, and Marketable securities reconciliation:                                                                   Apr. 30,     Jan. 31,     Oct. 31,      Jul. 31,    Apr. 30, ($ in millions)                                                  2019         2019         2018          2018         2018 Manufacturing Operations:    Cash and cash equivalents.................................................................................... $ 927 $    1,151 $      1,261 $       989   $     1,060    Marketable securities............................................................................................. 23          41          101           95           40 Manufacturing Cash, Cash equivalents, and Marketable securities............. $         950 $          1,192 $         1,362 $         1,084 $          1,100   Financial Services Operations:    Cash and cash equivalents.................................................................................... $ 50 $      50   $        59  $        33   $       40    Marketable securities.............................................................................................                -                    -                     -                    -                    -  Financial Services Cash, Cash equivalents, and Marketable securities........ $ 50 $    50   $        59  $        33   $       40  Consolidated Balance Sheet:    Cash and cash equivalents.................................................................................... $ 977 $    1,201 $      1,320 $      1,022  $     1,100    Marketable securities............................................................................................. 23          41          101           95           40 Consolidated Cash, Cash equivalents, and Marketable securities............... $      1,000 $         1,242 $         1,421 $          1,117 $         1,140                                                                                                             Q2 2019 Earnings – 6/4/2019                                                                                                                    NYSE: NAV  20
 SEC Regulation G Non-GAAP Reconciliations Earnings (loss) before interest, taxes, depreciation, and amortization (“EBITDA”) reconciliation                                                                                  Quarters Ended April 30,                ($ in millions)                                                   2019           2018                Net income (loss) attributable to NIC................................................................................ $ (48) $ 55                Plus:                   Depreciation and amortization expense................................................................. 49 54                   Manufacturing interest expense (A)........................................................................... 55 58                Adjusted for:                   Income tax benefit (expense)........................................................................................ 1 (7)                EBITDA................................................................................................................................................ $ 55 $ 174                ______________________                (A) Manufacturing interest expense is the net interest expense primarily generated for borrowings that support the                    manufacturing and corporate operations, adjusted to eliminate interest expense of our Financial Services segment. The                    following table reconciles Manufacturing interest expense to the consolidated interest expense:                                                                                 Quarters Ended April 30,                   ($ in millions)                                                2019          2018                   Interest expense.................................................................................................................... $ 82 $ 79                     Less:  Financial services interest expense.................................................................... 27 21                   Manufacturing interest expense..................................................................................... $ 55 $ 58                                                                                   Quarters Ended April 30,              ($ in millions)                                                      201 9         201 8              EBITDA (reconciled above)................................................................................. $               55 $              174               Adjusted for significant items of:                Adjustments to pre-existing warranties (A)........................................................................                 9                 6                 Asset impairment charges (B).................................................................................................... 1                  1                 Restructuring of manufacturing operations (C) ............................................................... 1 1                 MaxxForce Advanced EGR engine lawsuits (D)................................................................ 1 59 —                Settlement gain (E).......................................................................................................................... (1 ) —              Total adjustments.................................................................................................................................. 1 69                 8               Adjusted EBITDA.................................................................................................. $             224 $              182               Adjusted EBITDA margin................................................................................................................... 7.5% 7.5%  For more detail on the items noted, please see the footnotes on slide 22.                                                                                                        Q2 2019 Earnings – 6/4/2019                                                                                                                  NYSE: NAV  21
 SEC Regulation G Non-GAAP Reconciliations Adjusted Net income reconciliation                                                                                          Quarters Ended April 30,    ($ in millions)                                                                       2019               2018    Net Income (loss) attributable to NIC....................................................................................... $               (48) $                     55     Adjusted for significant items of:............................................................................................................................................       Adjustments to pre-existing warranties (A)...............................................................................................................                  9 6        Asset impairment charges (B).......................................................................................................................................... 1 1        Restructuring of manufacturing operations (C)....................................................................................................... 1 1        Maxxforce Advanced EGR engine lawsuits (D)........................................................................................................ 159 —       Settlement gain (E)................................................................................................................................................................                 (1) —    Total adjustments.........................................................................................................................................................................               169 8     Tax effect (F)....................................................................................................................................................................................               (16) 4     Adjusted Net Income (loss) attributable to NIC.................................................................... $               105 $ 67     _____________________   (A) Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims        experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future        events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a        greater use of judgment in developing estimates until historical experience becomes available.   (B) In the second quarter of 2019, we recorded $1 million of asset impairment charges relating to certain assets under operating leases in our Truck segment. In the second quarter        of 2018, we recorded $1 million of impairment charges and certain assets under operating leases in our Truck segment.   (C) In the second quarter of 2019, we recorded a restructuring charge of $1 million in our Truck segment. In the second quarter of 2018, we recorded a charge of $1 million related to        adjustments for restructuring in our Global Operations and Corporate segments.   (D) In the second quarter of 2019, we recognized a charge of $159 million related to MaxxForce engine EGR class action settlement and related litigation in our Truck segment.   (E) In the second quarter of 2019, we recorded interest income of $1 million in Other expense, net derived from the prior year settlement of a business economic loss claim relating        to our former Alabama engine manufacturing facility in Corporate.   (F) Tax effect is calculated by excluding the impact of non-GAAP adjustments from the interim period tax provision calculations.                                                                                                          Q2 2019 Earnings – 6/4/2019                                                                                                                  NYSE: NAV  22
 SEC Regulation G Non-GAAP Reconciliations Adjusted Net income reconciliation                                                                                                                  Quarters Ended January 31,      ($ in millions)                                                                                               2019                    2018      Net Income (loss) attributable to NIC..................................................................................... $                 11 $                    (73)      Adjusted for significant items of:.........................................................................................................................................         Adjustments to pre-existing warranties (A)...............................................................................................................                 (7) (6)         Asset impairment charges (B).......................................................................................................................................... 2 2          Restructuring of manufacturing operations (C)....................................................................................................... — (3)         EGR product litigation (D).................................................................................................................................................. — 1          Gains on sales (E).................................................................................................................................................................... (59) —         Debt refinancing charges (F)............................................................................................................................................. — 46          Pension settlement (G)......................................................................................................................................................... 142 9          Settlement gain (H)................................................................................................................................................................                 (1) —      Total adjustments.........................................................................................................................................................................                77 49       Tax effect (I).....................................................................................................................................................................................               (31) —      Adjusted Net Income (loss) attributable to NIC.................................................................... $                57 $      (24)        _____________________       (A)  Adjustments to pre-existing warranties reflect changes in our estimate of warranty costs for products sold in prior periods. Such adjustments typically occur when claims             experience deviates from historic and expected trends. Our warranty liability is generally affected by component failure rates, repair costs, and the timing of failures. Future             events and circumstances related to these factors could materially change our estimates and require adjustments to our liability. In addition, new product launches require a             greater use of judgment in developing estimates until historical experience becomes available.       (B)  In the first quarter of 2019, we recorded $2 million of asset impairment charges relating to certain assets under operating leases. In the first quarter of 2018, we recorded $2             million of impairment charges related to the sale of our railcar business in Cherokee, Alabama.       (C)  In the first quarter of 2018, we recorded benefits of $3 million for restructuring in our Truck and Global segments.       (D)  In the first quarter of 2018, we recognized an additional charge of $1 million for a jury verdict related to the MaxxForce engine EGR product litigation in our Truck segment.       (E)  In the first quarter of 2019, we recognized a gain of $54 million related to the sale of a majority interest in the Navistar Defense business in our Truck segment. In the first             quarter of 2019, we also recognized a gain of $5 million related to the sale of our joint venture in China with JAC in our Global Operations segment.       (F)  In the first quarter of 2018, we recorded a charge of $46 million for the write off of debt issuance costs and discounts associated with the repurchase of our previously existing             8.25% Senior Notes and the refinancing of our previously existing Term Loan.       (G)  In the first quarter of 2019 and 2018, we purchased group annuity contracts for certain retired pension plan participants resulting in plan remeasurements. As a result, we             recorded pension settlement accounting charges of $142 million and $9 million, respectively, in Other expense, net.       (H)  In the first quarter of 2019, we recorded interest income of $1 million in Other expense, net derived from the prior year settlement of a business economic loss claim relating to             our former Alabama engine manufacturing facility.       (I)  Tax effect is calculated by excluding the impact of the non-GAAP adjustments from the interim period tax provisions calculations.                                                                                                                                        Q2 2019 Earnings – 6/4/2019                                                                                                                                                   NYSE: NAV    23