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): November 3, 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.

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 Gabelli & Co. Automotive Aftermarket Symposium at The Bellagio in Las Vegas on November 3^rd at 4:05 PM PST. 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 12 months or such earlier time as the information is superseded or replaced by more current information.

Navistar International Corporation (NYSE: NAV) is a holding company whose wholly owned subsidiaries 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.

PAGE 3

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description	Page
99.1	Slide Presentation for the November 3, 2008 Gabelli & Co. Automotive Aftermarket Symposium

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-Q for the period ended July 31, 2008 and our Form 10-K for the fiscal year ended October 31, 2007, which were filed on September 3, 2008 and May 29, 2008, respectively. 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.

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: November 3, 2008	/s/ Terry M. Endsley
	Terry M. Endsley Executive Vice President and Chief Financial Officer

EX-99.1

32

nd

Annual Gabelli

&

Company Automotive

Aftermarket Symposium

November 3, 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-Q for the period

ended July 31, 2008 and our Form 10-K for the year ended October 31, 2007, which 

were filed on September 3, 2008 and May 29, 2008, respectively.

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

FY 2009 Goals

•

Original Goal was $15+ Billion Revenue -$1.6

Billion Manufacturing Segment Profit at

415,000 Industry

•

Now-2009 Volumes are unknown

•

Focus is on reducing impact of cyclicality

–

Non-Traditional/Expansion Markets

–

Grow Parts

•

Improve cost structure while developing

synergistic niche businesses with richer

margins

•

Improve conversion rate of operating

income into net income

•

Controlling our Destiny

Leveraging

What We Have and What Others Have Built

5

Traditional U.S. and Canada Retail Sales

Class 6 –

8 Industry Landscape

Economic uncertainty about 2009

and 2010:

•

2009 no longer the peak

•

2010 no longer the trough

Reality:

•

Age of fleet increasing

•

Fuel coming down

•

Tonnage slightly better

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

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

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

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

245,000

FY 08

Historical Information

United States and Canadian Class 6-8 Truck Industry -  Retail Sales Volume

Current

Actual

Guidance

2nd half of 2009 will determine total industry size

Former

industry

thinking

Current

industry

thinking

Note:

Navistar

intends

to

update

2009

Guidance

on

the

4Q

2008

conference

call.

Navistar’s

fiscal

year

is

11/1

–

10/31.

AVERAGE AGE:

U.S. Class 8 Active Population

1990 - 2008 Forecast

90

92

94

96

98

00

02

04

06

08

4.8

5.0

5.2

5.4

5.6

5.8

6.0

6.2

6.4

6.6

6.8

Avg. Age in Years

Industry Environment Today

6

0

2,000

4,000

6,000

8,000

10,000

12,000

Lowest point in over 5 years

“Today

I

joined

with

Senate

Republicans

and

leaders

from

the

trucking

industry

to

once

again

emphasize

the

need

for

the

United

States

Senate

to

act

on

bringing

down

the

price

of

gas

at

the

pump,”

Senator

Inhofe

said.

“From

transporting

goods

across

the

country,

to

finding

ways

to

pay

for

our

nation’s

infrastructure,

high

gas

prices

impact

every

aspect

of

our

lives.

Congress

can

improve

both

our

energy

security

and

our

economy

by

increasing

American-based

energy

production.

I

will

continue

to

stand

with

my

Republican

colleagues

to

ensure

the

Senate

stays

focused

on

bringing

down

the

price

of

gas

at

the

pump.”

School Bus –

Goal 60%

MRAP

Mid-Range Engines

Great Products

U.S. and Canada Truck Market Share Position

7

Medium

–

Goal 40%

Severe Service –

Goal 25%

Heavy –

Goal 20%

#1

#1

#4

#1

#1

#1

ProStar™/LoneStar

®

Market Share: 40%

Source:  ACT and internal reports

Mid-Range Engine

Manufacturer

8

Delivers on Its Promise

6.9

mpg

Fleet A

7.0

mpg

Fleet B

7.2

mpg

Fleet C

7.2

mpg

Fleet D

7.7

mpg

Fleet E

At 150,000 to

200,000 miles a

year, the               

saves $8,750-

$11,670 a year in

fuel!

•

Average line

haul costs

$110,000

•

Commodities

have increased

$2,300 per truck

•

Diesel was at $5

a gallon

•

has

7% fuel savings

9

Right Products/Right Time

10

Combined Class 8

Retail Market

Share

Order Receipt

Share

11

Leadership

First to Enter Line Production of Hybrid Vehicles

Red

Bull

Purchases

New

International

®

DuraStar™

Hybrid

Delivery

Trucks

Trucks

save

30-40%

fuel

costs

while

reducing

emissions

UPS, EPA, Eaton, Navistar Agree:  “Hydraulic

Hybrid Vehicles Ready for Prime Time”

11L/13L

Outstanding Power Characteristics

12

Competitor A

Competitor C

Competitor D

Competitor B

Designed for

Payload

Best-in-Class

Fuel Usage @ Idle

0

0.1

0.2

0.3

0.4

0.5

0.6

MaxxForce 13

Competitor A

Class 8 Expected Engine and Manufacturer Layout

We believe EGR is the best path for customers

Navistar engine will be the most “tested”

engine available

Increased vertical integration

We believe SCR is a stranded technology

13

Engines

2007

2010

MaxxForce 11L/13L

EGR

EGR

Cummins ISM

EGR

N/A

MBE 4000

EGR

N/A

Cat C13

EGR

N/A

Cummins 13L

SCR

PACCAR/DAF 12.9L

SCR

DD13

SCR

Volvo/Mack D13/MP8

EGR

SCR

Volvo/Mack D11/MP7

EGR

SCR

Series 60

EGR

N/A

Cat C15

EGR

N/A

Cummins ISX

EGR

SCR

Volvo D16/MP10

EGR

SCR

DD15

EGR

SCR

DD16, post 2010

SCR

EGR (Simplicity) vs. SCR (Complexity)

Making Life Easier For Our Customers

14

EGR

SCR

What changes in 2010 for the customer?

•Fuel economy –

neutrality

•Lower operating costs vs. SCR

•No urea required

•No additional hardware

•No payload penalty

•No additional training

•No urea delivery infrastructure required

•Fuel economy –

slight benefit in certain

applications

•Urea required –

offsets fuel economy benefit

•Higher operating costs than EGR

•Additional hardware

•Payload penalty

•Additional training

•Urea delivery infrastructure required

All About Urea

Do not fill into the diesel fuel tank!

Position of the vehicle’s

AdBlue®

filler neck may vary.

Product information

•Store between 23

F (-5

C) and 68

F

(20

C)

•Protect against direct sunlight

•Empty bottle completely into the tank

•Avoid contamination while filling

•Avoid ongoing storage in the vehicle

•Dispose bottle after 2 years from the

production date

•Do not mix with other substances

•Use or store only as directed

•Keep out of the reach of children and

animals

•Avoid contact with skin and eyes

•Avoid inhalation or ingestion of the

solution and any dried residue

15

Label on back of bottle

$19.05

½

Gallon Bottle 

SCR on a Typical Vehicle:  Refuse Vocation

Urea Tank and Vertical Exhaust

Note:  Yellow highlight denotes SCR part and component, size,

and location requirements

Refuse application –

potential issues

•

Body may move rearward

•

Wheel base growth

•

Weight distribution

•

Arm interference with exhaust

•

Pivot arm position relative to cab

Routing challenges

•OBD sensors

•Urea heater

•Hoses

Significant WB impacts

•AT module

•Urea tank

•Controls

•Weight distribution

•

-

Adds ~ 400lbs

•Lower payload

•Weight distribution

16

17

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

Labor Operating Efficiencies

Materials

18

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

Launched

Military –

Portfolio of Platforms

19

Military Opportunities

•

2009 military orders are ~ $2 billion, which includes $500 million

of military parts orders

•

Foreign military opportunities identified in over 20 countries

–

Netherlands

–

United Kingdom

–

Romania

–

Saudi Arabia

–

Australia

–

Polish Land Force MTV

•

Navistar Defense –

contract manufacturer (FMTV, MRAP

reset/recap)

•

Contract logistic support / integrated logistic support revenue

streams

20

-

Canada

-

Turkey

-

Mexico

-

Taiwan

-

UAE

21

2013 Projected Global Truck Market

Note:

Includes

Medium

and

Heavy

Trucks

>6T

only

Source:

JD

Power;

External

Research

Analysis

South Africa

China

Russia

Mercosur

Other

LA

Mexico

Middle

East

North

America

Australia

Turkey

India

Dealer Distribution Network-Rest of World

CONFIDENTIAL and Proprietary

to Navistar

22

•

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)

23

Profitable Growth

Continued Focus on Global Growth

•

CAT JV

•

Commercial Bus

•

Russia

•

China

•

Australia

•

Grow existing markets

-Latin America

-South Africa

-Middle East

•

Dedicated dealers in all 

key markets

Rest of World-Truck

India

Rest of World-Engine

•

Russia

•

India

•

China

•

Grow existing

markets

-Latin America

-South America

North America Commercial Bus

Aerodynamics

Fuel Economy

Customer Relationship

Safety

24

IC Bus utilizes the extensive

aerodynamic design capabilities within

Navistar®.  The corporation’s latest

highway tractor is 7% more fuel-

efficient than the competition, and

similar improvements are expected for

our motorcoach.

The MaxxForce™

13 is a quiet, fuel-efficient 13 liter

engine designed to meet 2010  emissions without

added weight, without increased mechanical

complexity and without adding urea.

We know passenger safety is important, and potential

federal regulations could lead to big changes.  IC Bus has a

long history of protecting passengers, and we’re well

equipped to meet future legislation.

Parts/Service Network

IC Bus, LLC, is part of the Navistar family of companies.  We’re

the largest manufacturer of school buses and a leader in

commercial buses for shuttle and transit applications.

Specifications, descriptions, and illustrative material in this literature are as accurate as known at

the time of publication, but are subject to change without notice.  Illustrations may include optional

equipment and accessories, and may not include all standard equipment.  IC Bus and the IC Bus

Shield are registered trademarks of IC Bus, LLC

©2008 IC Bus, LLC, Warrenville, IL 60555 AD48AD06011

Controlling our Destiny

Class 8 Market Share

Military

MaxxForce

TM

11L / 13L

Expansionary Growth

CAT JV

China

Mahindra JV

American LaFrance

MWM Engine Platforms

Parts growth

EGR versus SCR

Commodities

25

2009 / 2010+

Note:

Navistar

intends

to

update

2009

Guidance

on

the

4Q

2008

conference

call.

Navistar’s

fiscal

year

is

11/1

–

10/31.

Former

industry

thinking

Current

industry

thinking

Financial Information

Consolidated Revenues ($ in billions)

FY 2006 $14B

Manufacturing Segment Profit ($ in millions)

FY 2006 $838

FY 2008

$1,050 -

$1,100

Diluted Earnings Per Share

U.S. & Canada Class 6-8 Retail Industry

26

FY 2008 $~15B

FY 2006 $4.12

FY 2008

$6.35 -

$7.45

*

*

* Charts reflect midpoint of Guidance

Former

industry

thinking

Current

industry

thinking

Parts

28

Parts

Leveraging What We Have and What Others Have Built

Our product is customer service

Provides year-over-year growth

Global sourcing

Integrated execution

Worldwide scale –

Truck and Engine

Grow with Navistar Truck & Engine

Vehicle uptime to sell more trucks

Double digit segment margins

Great Products

Competitive Cost Structure

Profitable Growth

U.S. & Canada Parts Landscape

29

Source: MacKay

•

FY 2006 Peak Industry FY 2008

Trough Industry

•

Lower Truck Production –

Fewer

Vehicles to Service

•

Lower New Production

–

Fewer Vehicles to service

–

Average Age Increases

•

Class 8 Truck Utilization Down –

2007: 87.4% vs. 2008: 84.1%

•

Parts Cycle –

Typically 42

months lag from production

High Competition for Share

30

•

High competition for share

•

Buying pattern is different for new

versus used owners

•

As trucks age, customers leave the

truck dealers

Class 5 = 5.1 Yrs

Class 6 = 6.7 Yrs

Class 7 = 7.4 Yrs

Class 8 = 6.2 Yrs

2007 New Trucks (0-6 Yrs)

50% of Population

2007 Used Trucks (7-15 Yrs)

50% of Population

Source: MacKay

Source: MacKay

Source: MacKay

6%

9%

44%

29%

7%

5%

6%

13%

41%

28%

7%

5%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

Auto Parts

Independent

Garage

OEM

HDD/

Specialist

Engine

Distributor

Other

2002

2007

Truck Dealers,

46%

HDD/Specialist,

27%

Independent

Garage, 9%

Engine

Distributors, 8%

Other, 6%

Auto Parts, 4%

Truck Dealers,

35%

HDD/Specialist,

28%

Independent

Garage, 19%

Engine

Distributors, 5%

Other, 5%

Auto Parts, 8%

31

U.S. and Canada 6-8 Parts Industry Landscape

2008 U.S. and Canada

Wholesale Share

2013 U.S. and Canada

Wholesale Share

New Proprietary Products

•MaxxForce™

11L / 13L

•Only source

New Markets and Products

Customer Uptime-Leverage Our Strengths

•Product reliability

•Accessibility and capabilities of repair

facilities and personnel

•Parts availability

•Proper maintenance and repairs by the

owner

Truck OEM’s

41%

Rest of

Industry

59%

Truck OEM’s

44%

Rest of

Industry

56%

Controlling our Destiny

32

Customer Purchase Decisions

32

Maximum vehicle “uptime”

Accessibility to parts and

service

Value

Technical expertise

New and used owner requirements are identical:  difference is in

importance of value

Used owners perception:  OEM dealers services to be higher cost

Relationships still play a key role in purchase decisions

Trust and confidence just as important

Customer Needs:

Dealer Distribution Network

33

Superior Customer Experience

Large Parts and Service Footprint

Leveraging Capabilities

New Opportunities

Largest Distribution Network

Largest Distribution Network

Innovative Customer Solutions

Innovative Customer Solutions

34

Parts Profitable Growth –

Double Digit Segment Margins

Future

Increase export

market share

Units delivered:

FY 2005: ~ 1,300

FY 2006: ~ 2,900

FY 2007: ~ 3,200

Industry ranges

from 9K –

13K

Industry ranges

from 20K –

30K

Industry ranges

from 45K –

60K

Industry ranges

from 35K –

45K

Launched

Workhorse Cl

3-7

CF and Conventional Class 4/5

Commercial Bus

Military

Mexico & Export

35

Military Parts Business

Customer experience

Leverage our capabilities

Full offering –

parts, kits,

remanufacturing, services

36

Maintain best operational readiness scores

Leverage commercial solutions: provide an advantage

Anticipate needs and build confidence

Support through a 25+ year vehicle life cycle:  all wheeled

vehicles

Military –

Customer Experience:

Mission Readiness

37

Global Parts Opportunities

•

U.S. & Canada Class

6-8 truck industry

ranges from 230,000

to 455,000 annually

•

Rest of world truck

industry opportunity

is > 1,000,000

•

Parts revenue

opportunity is

substantial

Parts Delivers Non-Cyclical

Results

Great Products

Provides year-over-year growth

Competitive Cost Structure

Worldwide scale –Truck and Engine

Profitable Growth

Double digit segment margin 

Success Drivers:

38

Parts Delivers Non-Cyclical

Results

39

FY 2008 Parts Sales

FY 2013 Parts Sales

Growth &

Diversification

FY 2008 Fcst ~$1.85 Billion sales

FY 2013 Goal $3.0 Billion sales

40

Parts

Leveraging What We Have and What Others Have Built

Our product is customer service

Provides year-over-year growth

Global sourcing

Integrated execution

Worldwide scale –

Truck and Engine

Grow with Navistar Truck & Engine

Vehicle uptime to sell more trucks

Double digit segment margins

Great Products

Competitive Cost Structure

Profitable Growth

Summary

•

Strategic direction of corporation and actions are on track

•

2009 and 2010 industry uncertain

•

Actions to offset include:

–

Products (market share)

•

Fuel economy

•

LoneStar

®

/ProStar

™

/WorkStar

™

•

EGR vs. SCR

–

Cost

•

Accelerate sourcing/design cost take out

•

Manufacturing

•

SG&A

–

Growth (additional)

•

CAT Impact

•

Diesels -

Rest of World

•

Commercial bus

41

•

China

•

Military

•

LCOE and Waste segment of market

•

Parts

Opening Bell at NYSE –

October 15, 2008

42

44

SEC Regulation G

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.

Based on

414,500

Industry

FY 2006    

($ Billions)

FY 2007    

($ Billions)

FY 2008    

($ Billions)

As Reported

As Reported

As Reported

As Reported

Revenues

$14

$12

$9.1

$10.9

($Millions)

($Millions)

($Millions)

($Millions)

Manufacturing Segment Profit

$838

$426

$1,050

$1,100

$323

$837

Corporate Items

($398)

($431)

($385)

($375)

($423)

($313)

($289)

($265)

Interest Expense

($192)

($196)

($150)

($140)

($177)

($157)

($147)

($114)

Financial Services Profit

$147

$128

$10

$25

$100

$140

$124

($7)

Sub total - Below the line range:

($443)

($499)

($525)

($490)

($500)

($330)

($312)

($386)

Consolidated Income Before Income Tax

$395

($73)

$525

$610

$1,100

$1,270

$11

$451

Taxes Benefit (Expense)

($94)

($47)

($58)

($62)

($28)

($17)

Net Income (Loss)

$301

($120)

$467

$548

($17)

$434

Diluted EPS

$4.12

($1.70)

$6.35

$7.45

($0.24)

$5.92

Memo - Professional fees included above in

corporate items:

($70)

($224)

($160)

($140)

($30)

($20)

($136)

($129)

2008 Full year estimate number of diluted shares 73.5 Million

$1,600

$15+

FY 2009      

($ Billions)

($Millions)

SEC Regulation G

FY 2008       

($ Billions)

($Millions)

~$15

Full Year

FY 2007     

($ Billions)

Guidance

Goal

9 months ended July 31

*Navistar intends to update on 4Q08 earnings call

*

This guidance excludes non-recurring

charges associated with any loss of,  or a significant  

reduction in, business from Ford or the early termination or non-renewal of our agreement with Ford. 

Management

is

currently

reviewing

these

matters.

See

Item

1A

Risk

Factors

of

the

3

rd

quarter

Form

10-Q

for

more

information

with

respect

to

Ford.