8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2008

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-9618	36-3359573
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois	60555
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (630) 753-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

PAGE 2

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

The information regarding the results of operations and financial condition of Navistar International Corporation (the “company”) responsive to this Item 2.02, and contained in Exhibit 99.1 filed herewith, is incorporated into this Item 2.02 by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

JPMorgan Harbour Auto Conference

Navistar International Corporation, the nation’s largest combined commercial truck, school bus and mid-range diesel engine producer, previously announced that Daniel C. Ustian, Chairman, President and Chief Executive Officer, will discuss business opportunities and other matters related to the company during the JPMorgan Harbour Auto Conference at the Ritz-Carlton in Dearborn, Michigan on Wednesday, August 13^th at 7:15 AM EDT. Copies of the slides containing financial and operating information to be used as part of the presentation are attached as Exhibit 99.1 to this Current Report and are incorporated by reference herein.

Live audio web casts will be available for the presentation at http://ir.navistar.com/events.cfm. Investors are advised to log on to the website at least 15 minutes prior to the presentation to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days.

2008 Earnings Guidance

Today, the company issued a press release that reaffirmed its guidance for record fiscal 2008 revenues and for the first time gave guidance on anticipated net income for its 2008 fiscal year. Based on current conditions, net income for the fiscal year ending October 31, 2008 expected to be $312 million or $4.26 per diluted share to $418 million or $5.72 per diluted share. The company maintained its guidance that manufacturing segment profit for fiscal 2008 would be between $950 million and $1 billion and that company sales and revenues in fiscal 2008 would exceed $15 billion. The company’s press release is attached as Exhibit 99.2 to this Current Report and is incorporated by reference herein.

PAGE 3

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial and military trucks, MaxxForce™ brand diesel engines, IC brand school and commercial buses, and Workhorse^® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits
	Exhibit No.	Description	Page
	99.1	Slide Presentation for August 13, 2008 JPMorgan Harbour Auto Conference
	99.2	Press Release

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, 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 Item 1A. Risk Factors of our Form 10-K for the fiscal year ended October 31, 2007, which was filed on May 29, 2008. 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.

PAGE 4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NAVISTAR INTERNATIONAL CORPORATION
	Registrant
Date: August 12, 2008	/s/ Terry M. Endsley
	Terry M. Endsley Executive Vice President and Chief Financial Officer

EX-99.1

JP Morgan

August 13, 2008

Exhibit 99.1

2

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, 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

Item

1A.

Risk

Factors included within our Form 10-K for the year ended October 31, 2007, which

was filed on May 29, 2008. 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.

3

Other Cautionary Legends

•

The financial information herein contains both audited and

preliminary/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) and other expenses that may not be related

to the core manufacturing business.

Management often uses this

information to assess and measure the performance of our

operating segments.

A reconciliation to the most appropriate

GAAP number is included in the appendix of this presentation.

4

We expect our strategy will enable us to

deliver our 2009 goals

FY 2009 Goals

•

$15+ Billion Revenue

•

$1.6 Billion Manufacturing Segment

Profit

•

Improve cost structure while

developing synergistic niche

businesses with richer margins

•

Improve conversion rate of

operating income into net income

•

Reduce impact of cyclicality

–

Grow Parts

–

Non-Traditional/Expansion

Markets

•

Controlling our Destiny

Competitive

Cost

Structure

Profitable

Growth

Great

Products

Leveraging what we have and what others have built

5

Great Products

Leveraging what we have and what others have built

Military

Workhorse Cl 3-7

School Bus

Commercial Bus

4400

Class 6-7

7700

7700

LoneStar

®

2007 Engines

11L/13L Big Bore

6

Skyrise

56”

Flat Roof

113”

BBC

Positioned for Success

56”

Flat Roof-Targeted for

owner operators and fleet

customers who haul bulk

goods (i.e. coils and liquids)

113”

BBC-owner operators

and fleet customers that

value improved visibility,

maneuverability, and weight

Sky Rise –

targeted to

optimize team driving

fleets (coast-to-coast)

60%

100%

100%

ProStar

TM

Phase II –

launched in 1st half of 2008

Phase II

in place

Phase I –

122”

Bumper to back of cab (BBC) -

Complete

Positioned for Success

7

8

11L / 13L

MaxxForce

11L / 13L Engines

Industry leading attributes

Fuel economy

Weight

Noise Vibration Harshness (NVH)

U.S. production start:  Summer 2008

Significant cost savings versus purchased

engines at peak production

TM

9

We expect our strategy will enable us to

deliver our 2009 goals

Competitive

Cost

Structure

Profitable

Growth

Great

Products

FY 2009 Goals

•

$15+ Billion Revenue

•

$1.6 Billion Manufacturing Segment

Profit

•

Improve cost structure while

developing synergistic niche

businesses with richer margins

•

Improve conversion rate of

operating income into net income

•

Reduce impact of cyclicality

–

Grow Parts

–

Non-Traditional/Expansion

Markets

•

Controlling our Destiny

Leveraging what we have and what others have built

10

Competitive Cost Structure

Key Component of COGS

Strategic initiatives

ProStar

TM

MaxxForce

TM

Big Bore 11L / 13L

Scale

Strategic Partnerships

Mahindra International

South America

CAT

Global Sourcing

Performance on track / Volume /

Dollar Weakness

Overall goal is to continuously

seek the needed quality at the

best price

Greater Flexibility

Eliminated guaranteed

employment

Productivity

Trades

Stewards / Reps

Sourcing non-core jobs

Improved Manufacturing

Cost Structure

Wages frozen

Healthcare contained

New hire package competitive

Wages

Postretirement

Materials

Labor Operating Efficiencies

11

We expect our strategy will enable us to

deliver our 2009 goals

Leveraging what we have and what others have built

Competitive

Cost

Structure

Profitable

Growth

Great

Products

FY 2009 Goals

•

$15+ Billion Revenue

•

$1.6 Billion Manufacturing Segment

Profit

•

Improve cost structure while

developing synergistic niche

businesses with richer margins

•

Improve conversion rate of

operating income into net income

•

Reduce impact of cyclicality

–

Grow Parts

–

Non-Traditional/Expansion

Markets

•

Controlling our Destiny

Leveraging what we have and what others have built

12

Profitable Growth

Future

Mexico & Export

Increase export

market share

Military

Units delivered:

FY 2005: ~ 1,300

FY 2006: ~ 2,900

FY 2007: ~ 3,200

Commercial Bus

Industry ranges

from 9K –

13K

CF and Conventional Class 4/5

Industry ranges

from 20K –

30K

Industry ranges

from 45K –

60K

Industry ranges

from 35K –

45K

Workhorse Cl 3-7

Launching

13

Profitable Growth

Mexico/Export –

Continued Focus on Growth

Delivering profitable

growth

20 dealers with more

than 85 locations

30% increase in dealer

locations

Fleet growth

•

Cemex

•

Femsa

•

Lala

Russia

Australia

Grow existing markets

•

Latin America

•

South Africa

•

Middle East

Dedicated dealers in all 

key markets

Commercial Growth

India and Exports

•

New full line Class 4-8 in

development

•

New plant for trucks and

engines in 2009

•

2011 target volume 40,000

units/year (market 400,000

Class 3-8)

India’s first commercial

vehicles with electronic

common rail diesel engines

Mexico Market Share

24.0%

25.0%

26.0%

27.0%

28.0%

29.0%

30.0%

31.0%

32.0%

FY 2005

FY 2006

FY 2007

1st H FY08

Mexico

Export

Mahindra Navistar

Automotive

Limited

14

Profitable Growth –

Navistar Defense

Sustainment / Reset / Remanufacturing

Tactical

7000 MV

AFMTV

Afghan

Taiwan

FMS-Canada

FMS-UK

FMS-Other

Militarized /

supporting vehicles

5000 MV

Armored Line

Haul Tractor

TACOM-other urgent

requirements

MXT

MRAP

U.S. & Foreign

MaxxPro

Dash

Smaller MaxxPro

Future Opportunities

FMTV

HET

M915

JLTV

We believe the military business is a $1.5 to $2 Billion

sustainable business

Navistar Defense Group

15

Navistar Defense –

Delivering on our Commitments

We work as if someone’s life depends on it; because it does

•

~$1.3 Billion contract awarded April 2008 to

provide tactical wheeled vehicles and parts

•

7,072 vehicles and parts over three years

Military –

Portfolio of Platforms

16

MEAP Integration

(Delivered April ’08)

MaxxPro

MaxxPro

MEAP

MaxxPro

Plus

MaxxPro

Plus w/ EFP

EFP Installation

(Delivered May ’08)

MaxxPro

Evolution -

Flexibility

17

54’

54’

TURNING RADIUS       20-30%   OFF-ROAD CAPABILITY        <5000 LBS. LIGHTER

TURNING RADIUS       20-30%   OFF-ROAD CAPABILITY        <5000 LBS. LIGHTER

PRODUCTION-READY

PRODUCTION-READY

CARRYOVER

CARRYOVER

SURVIVABILITY

SURVIVABILITY

16”

shorter

height

8”shorter wheelbase

INCREASED MOBILITY

INCREASED MOBILITY

18

0

10,000

20,000

30,000

40,000

50,000

FY2006

FY2007

FY2008 Goal

0

50,000

100,000

150,000

FY2006

FY2007

FY2008 Fcst

0

100,000

200,000

300,000

400,000

500,000

FY2006

FY2007

FY2008 Fcst

19

0

100,000

200,000

300,000

400,000

500,000

600,000

FY2006

FY2007

FY2008 Fcst*

30,000

2008 Guidance

520,000

405,000

340K –

350K

U.S. & Canada Truck Industry

(Class 6-8 Units)

455,000

319,000

235K –

245K

Navistar Expansionary** Shipments

38,000

38,000

126,000

75,000

70K –

80K

*midpoint of guidance

Navistar U.S. & Canada Shipments

(Class 6-8 Units)

Flat

Flat

Navistar Engine Shipments

**includes all military shipments

200,000

300,000

400,000

500,000

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Guidance

Est. 2009

U

.

S

.

a

n

d

C

a

n

a

d

a

C

l

a

s

s

6

-

8

R

e

t

a

i

l

I

n

d

u

s

t

r

y

$0

$100

$200

$300

$400

$500

FY 2006

1st Half

FY 2007

1st Half

FY 2008

1st Half

FY 2008

Full Year

$0

$200

$400

$600

$800

$1,000

$1,200

FY2006

Full Year

FY 2007

Full Year

FY2008

1st Half

FY 2008

Full Year

-

-

-

-

-

-

-$15B Goal by FY End 2009

-

-

-

-

-

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

FY2006

Full Year

FY2007

Full Year

FY2008

1st Half

FY 2008

Full Year

1

st

Half FY 2008 –

Actual vs. Guidance

Manufacturing Segment Profit ($ in millions)

Consolidated Revenues

($ in billions)

$14.2

$12.3

1st

Half-$6.3

1st

Half-$6.1

$15.0+

$838

$426

$950-$1,000

Retail Class 6 -

8

FY 2008 retail class 6-8

annualized through April

Guidance

$6.7-$6.9

Actual

$6.9

Actual

$424

Guidance

$375-425

$103

$6

20

Actual

$171

Guidance

$120-$200

$380-$510

Consolidated Pretax Income ($ in millions)

2009 Industry

385,000-414,500

21

2008 Guidance –

Below the Line

Below the Line -

Actions

Corporate items:

•

SGA –

On Track

•

Postretirement actions –

On Track

Interest

Expense

–

On

Track

NFC –

Low End (challenges from lower industry volume, lower

spreads, and accounting for derivatives)

FY 2007

Target

FY 2009

Professional Fees

($224)

($140)

($160)

($20)-($30)

Corporate Items (Excluding Professional Fees)

($207)

($260)

($270)

($293)-($393)

Interest Expense (Manufacturing Only)

($196)

($140)

($160)

($157)-($177)

Financial Services Profit

$128

$50

$20

$140-$100

Sub total -

Below the line range:

($499)

($490)

($570)

($330)-($500)

Full Year ($millions)

Target

FY 2008

22

Traditional U.S. and Canada Retail Sales

Class 6 –

8 Industry Landscape

FY 2008 retail class 6-8

annualized through April

Navistar’s fiscal year is 11/1-10/31

2009 Industry

385,000-414,500

200,000

300,000

400,000

500,000

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Guidance

Est. 2009

Industry

FY99

FY00

FY01

FY02

FY03

FY04

FY 05

FY06

FY 07

School Bus

33,800

33,900

27,900

27,400

29,200

26,200

26,800

28,200

24,500

20,000

to

22,000

Class 6-7 -

Medium

126,000

129,600

96,000

72,700

74,900

99,200

104,600

110,400

88,500

52,000

to

55,000

Combined

Class

8

(Heavy

&

Severe

Service)

286,000

258,300

163,700

163,300

159,300

219,300

282,900

316,100

206,000

163,000

to

168,000

Total Industry Demand

445,800

421,800

287,600

263,400

263,400

344,700

414,300

454,700

319,000

235,000

to

245,000

FY 08

Actual

Revised

Guidance

Historical Information

United States and Canadian Class 6-8 Truck Industry -

Retail Sales

Volume

Industry Environment Today

23

0

2,000

4,000

6,000

8,000

10,000

12,000

International Dealer

Stock Inventory in units

24

Challenges

Known –

Execution of path to $1.6 billion manufacturing segment

profit at 414,500 industry

Navistar 2010 emissions path

Unknown 

2009 Industry

Cost increases –

commodity/precious metal/currency

2010 emissions industry landscape

Capital structure cost

Ford resolution

Execution speed –

rest of world strategy

Commodity Challenges

25

Control Costs

Recover in marketplace

Provide differentiated value to end customer

26

•

The average line haul is $110,000

•

Commodities have increased $2,300 per truck

•

Diesel is at $5 a gallon

•

has 7% fuel savings

Delivers on its promise

6.9mpg

Fleet A

7.0mpg

Fleet B

7.2mpg

Fleet C

7.2mpg

Fleet D

7.7mpg

Fleet E

At 150,000 to 200,000 miles a year,                        

the                saves $8,750-11,670 a year in fuel!

Outstanding Power Characteristics

27

Competitor A

Competitor C

Competitor D

Competitor B

Designed for

Payload

6

6.1

6.2

6.3

6.4

6.5

6.6

6.7

MaxxForce 13

Competitor A

Competitor B

Best-in-Class

Best-in-Class

0

0.1

0.2

0.3

0.4

0.5

0.6

MaxxForce 13

Competitor A

Fuel Economy

Fuel Usage @ Idle

28

Strategy to sustain and improve 2010

and beyond

Why we choose EGR vs. SCR:

We believe SCR is a

transitional-stop gap approach

SCR forces the burden of

compliance on the customer

EGR builds on technologies we

are using today without ongoing

customer cost, complexity, and

inconvenience

EGR has minimal, if any,

adverse effects on fuel economy

29

We expect our strategy will enable us to

deliver our 2009 goals and BEYOND

Competitive

Cost

Structure

Profitable

Growth

Great

Products

FY 2009 Goals

•

$15+ Billion Revenue

•

$1.6 Billion Manufacturing Segment

Profit

•

Improve cost structure while

developing synergistic niche

businesses with richer margins

•

Improve conversion rate of

operating income into net income

•

Reduce impact of cyclicality

–

Grow Parts

–

Non-Traditional/Expansion

Markets

•

Controlling our Destiny

Leveraging what we have and what others have built

Controlling our Destiny

Class 8 Market Share

Military

MaxxForce

TM

Expansionary Growth

CAT JV

Mahindra JV

American LaFrance

Parts Growth

30

2009 Industry

385,000-414,500

FY 2008 retail class 6-8

annualized through April

Navistar’s fiscal year is 11/1-10/31

U.S. and Canada

Class 6-8 Retail Industry

2009 / 2010+

200,000

300,000

400,000

500,000

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Guidance

Est. 2009

31

U.S. and Canada Traditional Market Share Leader

in Class 6-8 Trucks and School

Bus

School Bus

Class 6 and 7

Class 8

Ongoing Goal 60%

Ongoing Goal 40%

RETAIL

INDUSTRY

FY08

FY07

Change

FY08

FY07

Change

Bus

25K -

30K

59.3%

63.1%

-3.8%

55.8%

60.3%

-4.6%

Med

75K -

110K

36.0%

36.1%

-0.1%

35.3%

35.0%

0.3%

SSVC

50K -

75K

43.9%

32.7%

11.2%

35.0%

25.6%

9.4%

Heavy

110K -

240K

22.6%

15.0%

7.6%

15.7%

14.4%

1.4%

Total

260K -

455K

33.4%

29.9%

3.5%

29.1%

25.1%

4.0%

Class 8

160K -

315K

29.3%

21.3%

8.0%

22.7%

17.6%

5.1%

YTD JUNE ORDER SHARE

YTD JUNE RETAIL SHARE

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

2003

2004

2005

2006

2007

2008

Goal

Future

Military

All Other

Mexico/Export

32

Great Products: Expansionary Growth

33

Profitable Growth Strategic Alliance MOU       

Truck

Engine

Additional

Opportunities

Profitable Growth Strategic Alliance MOU       

International Branded

Mahindra Based

COE

CAT Branded

COE

International Branded

Navistar Based

Conventional Line haul

CAT Branded

Navistar Based

Severe Service

Conventional

Product Offerings

CAT

34

Controlling Our Destiny

Joint venture with American

LaFrance, LLC to develop,

manufacture, support and

distribute low-cab over engine

(LCOE) vocational trucks

6,000 Niche Industry

Manufacturing facility in

Summerville, SC

Builds upon American

LaFrance’s engineering platform

and Navistar’s engines, which

provide a clear advantage

heading into the 2010 EPA

emission requirements

35

LCOE Vocational Truck

36

2006 - 2009 Manufacturing Segment Profit

$0

$1

$2

2006

We expect our strategy will enable us to

deliver our 2009 goal

Goal

$1.6

Engine Actions/

MaxxForce

Operating

Efficiencies

10-20%

Savings

Global

Sourcing

ProStar

+$3K/

Truck

Expansionary

Growth

+15-20K

Units

Traditional

Share

+2%

Share

Parts

+$0.5B

Revenue

Military

+$1.5B

Revenue

2009

Complete

Complete

In Progress

Complete

In Progress

In Progress

In Progress

In Progress

Actual

$838

454,700

industry

414,500

industry

TM

TM

37

Sustainable –

2010 and Beyond

Navistar Parts

$1,373

$1,516

$1,562

$3,000

Part Sales at Maturity ($ in millions)

Other Opportunities

Military

Expansionary Global

Traditional

Goal

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

FY 2005

FY 2006

FY 2007

FY 2012

38

Continued Diversification

North America

Traditional

Class 6,7 & 8

Expansion

Class 4,5, CF, Mexico, Conventional, MXT, RV &

Military

Future Opportunities

GM, CAT

Rest of World

Today

South America, South Africa & Russia

Future Opportunities

India, Russia, Australia & China

39

Summary

2008 industry recovery delayed with economy

2008 will be a strong year for Navistar despite a weak U.S.

and Canada industry

Plans in place for 2009

Great Products

Competitive Cost Structure

Profitable Growth

Growth in Export and Military

Changing diesel environment

Sustainability 2010 and beyond

CONTROLLING OUR DESTINY

40

SEC Regulation G

FY 2006     

($ Billions)

FY 2007     

($ Billions)

FY 2008    

($ Billions)

As Reported

As Reported

As Reported

As Reported

Revenues

$14

$12

$6.1

$6.9

($Millions)

($Millions)

($Millions)

($Millions)

Manufacturing Segment Profit

$838

$426

$1,000

$950

$208

$424

Corporate Items

($398)

($431)

($400)

($430)

($313)

($423)

($190)

($164)

Interest Expense

($192)

($196)

($140)

($160)

($157)

($177)

($96)

($83)

Financial Services Profit (Loss)

$147

$128

$50

$20

$140

$100

$84

($6)

Sub total - Below the line range:

($443)

($499)

($490)

($570)

($330)

($500)

($202)

($253)

Consolidated Income Before Income Tax

$395

($73)

$510

$380

$1,270

$1,100

$6

$171

Taxes Benefit (Expense)

($94)

($47)

($92)

($68)

($19)

($9)

Net Income (Loss)

$301

($120)

$418

$312

($13)

$162

Diluted EPS

$4.12

($1.70)

$5.72

$4.26

($0.19)

$2.22

Memo - Professional fees included above

in corporate items:

($70)

($224)

($140)

($160)

($20)

($30)

($84)

($99)

# of 2008 diluted shares 73.1 Million

$1,600

$15+

FY 2009       

($ Billions)

($Millions)

Goal

1st Half

SEC Regulation G

FY 2008         

($ Billions)

($Millions)

$15+

Full Year

FY 2007     

($ Billions)

Guidance

Based on

414,500

Industry

The above non-GAAP financial measures are unaudited and reflect a 2007 change in segment reporting methodology. This presentation is not in accordance with, or an alternative for,

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.-However, we believe that non-GAAP reporting, giving effect to the adjustments shown in the reconciliation above,

provides meaningful information 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 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 above reconciliations and to provide-an-additional measure of performance.

EX-99.2

Exhibit 99.2

Media contact:	Roy Wiley, 630-753-2627
Investor contact:	Heather Kos, 630-753-2406
Web site:	www.Navistar.com/newsroom

NAVISTAR PROVIDES GUIDANCE ON 2008 NET INCOME;

EXPECTED TO BE $4.26 TO $5.72 PER DILUTED SHARE

Upbeat Outlook Despite Lower Fiscal 2008

Industry Volume Forecast

WARRENVILLE, Ill. (August 12, 2008) Despite a revised forecast of lower industry sales volume, Navistar International Corporation (NYSE:NAV) today reaffirmed its guidance for record fiscal 2008 revenues with solid profitability and for the first time gave guidance on anticipated net income for its 2008 fiscal year.

In advance of an analyst presentation in Dearborn, Mich., the company said that based on current conditions, net income for its fiscal year ending October 31, 2008, should be in the range of $312 million or $4.26 per diluted share to $418 million or $5.72 per diluted share. The company maintained its guidance that manufacturing segment profit for fiscal 2008 would be between $950 million and $1 billion and that company sales and revenues in fiscal 2008 would exceed $15 billion.

Daniel C. Ustian, Navistar chairman, president and chief executive officer, said that the company has reduced its industry forecast of United States and Canadian retail sales volume for Class 6-8 trucks and school buses for the fiscal year ending October 31, 2008. The company now believes industry volume will total 235,000 to 245,000 units, down from a previous forecast of approximately 258,000 units. In fiscal 2007, industry volume totaled 319,000 units.

“The prolonged softness in the overall economy, particularly in the construction and housing segments caused many commercial truck owners to defer purchase or lease of new vehicles,” Ustian explained. “High diesel fuel prices have also impacted industry sales. While there has been a near collapse in the pickup truck market and continued softness in the overall commercial truck market, our company has been better able to withstand the softness because of our expansion into markets not served by the company as recently as 2004.”

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Page Two—August 12 Guidance

Despite the lower industry sales forecast for fiscal 2008, Ustian said that Navistar still expects to sell between 70,000 and 80,000 Class 6-8 commercial trucks and school buses, compared with 75,000 commercial trucks and school buses in fiscal 2007.

According to Ustian, a major factor in the company’s 2008 performance has been increased market share in the Class 8 segment, led by the International^® ProStar^™ with industry-leading fuel efficiency, and increased sales to the military as well as expansion into global markets.

Navistar diesel engine sales, including shipments to other original equipment manufacturers, are expected to decline to between 340,000 and 350,000 engines in fiscal 2008, down from 405,000 engines in fiscal 2007 and 520,000 engines in fiscal 2006.

Navistar International Corporation (NYSE: NAV) is a holding company whose subsidiaries and affiliates produce International^® brand commercial and military trucks, MaxxForce™ brand diesel engines, IC brand school and commercial buses, and Workhorse^® brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom.

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Page Three—August 12 Guidance

SEC Regulation G

The non-GAAP financial measures presented below are unaudited and reflect a 2007 change in segment reporting methodology. Such financial measures are not in accordance with, or an alternative for, 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. However, we believe that non-GAAP reporting, giving effect to the adjustments shown in the reconciliation below, provides meaningful information 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 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.

	Full Year FY 2008 ($ Billions) Guidance
Revenues	$15+
	($Millions)
Manufacturing Segment Profit	$1,000    $950
Corporate Items	($400)    ($430)
Corporate interest expense	($140)    ($160)
Financial Services profit	$50    $20
Subtotal—Below the line range	($490)    ($570)
Consolidated Income before income tax	$510    $380
Tax Expense	($92)    ($ 68)
Net Income	$418    $312
Diluted EPS	$5.72    $4.26

Forward Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of the 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 Item 1A, Risk Factors of our Form 10-K for fiscal year ended October 31, 2007, which was filed on May 29, 2008. 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.

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