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): September 24, 2009

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))

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 24, 2009, the Board of Directors of Navistar International Corporation (the “Company”) promoted Andrew J. Cederoth to the position of Executive Vice President and Chief Financial Officer. As previously announced, Mr. Cederoth had been serving as the Company’s interim principal financial officer since June 2009. Mr. Cederoth, age 44, previously served as the Company’s Senior Vice President – Corporate Finance since June 2009, the Company’s Vice President – Corporate Finance from April 2009 to June 2009, Vice President and Chief Financial Officer of the Engine Division of Navistar, Inc. (“Navistar”), the Company’s principal manufacturing subsidiary, from 2007 to April 2009, Vice President – Finance of Navistar’s Engine Division from 2006 to 2007, Vice President and Treasurer of Navistar Financial Corporation (“NFC”), the Company’s captive finance subsidiary, from 2005 to 2006 and Treasurer of NFC from 2001 to 2005.

In connection with Mr. Cederoth’s appointment as Executive Vice President and Chief Financial Officer, the Compensation Committee increased his annual base salary to $470,000 and provided him with certain other benefits commensurate with his Chief Financial Officer position.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Press Release

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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: September 29, 2009	/s/    Andrew J. Cederoth
	Andrew J. Cederoth Chief Financial Officer

EX-99.1

Exhibit 99.1

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

A. J. CEDEROTH NAMED NAVISTAR CHIEF FINANCIAL OFFICER

19-Year Company Veteran Had Served As Principal Financial Officer Since June

WARRENVILLE, Ill. (Sept. 29, 2009) – Andrew J. (A. J.) Cederoth has been named executive vice president and chief financial officer of Navistar International Corporation (NYSE: NAV), it was announced today.

Cederoth, 44, has served as senior vice president, corporate finance and principal financial officer for Navistar since June following the death of Navistar’s former CFO Terry M. Endsley.

“We are extremely fortunate that A. J. was already a member of our leadership team and was able to step in immediately and continue to lead the company’s finance and accounting organization following the untimely death of Terry Endsley,” said Daniel C. Ustian, Navistar chairman, president and chief executive officer. “A. J. has the hands-on experience and the strong financial leadership skills necessary to help support the growth of the company’s current business and drive future growth on a global basis.”

Cederoth has a broad financial background with Navistar that includes financial leadership positions in both manufacturing and financial services. Prior to being named principal financial officer, Cederoth had served for three years as vice president of finance and chief financial officer of Navistar’s engine group and four years as vice president, treasurer and principal financial officer of Navistar Financial Corporation, the financial services subsidiary of Navistar.

“These are challenging times, but we are well positioned to capitalize on the opportunities that are ahead,” Cederoth said. “I am excited about this new opportunity and look forward to working closely with senior leadership and our dedicated financial team.”

Cederoth joined Navistar in 1990 and has held various financial positions including strategic planning manager of the engine group and manufacturing controller of the Melrose Park Engine Plant before joining the corporate treasury team as director of corporate finance in 1999.

In addition to receiving his Bachelor of Arts degree in economics and mathematics from the University of Illinois in 1987, he earned an MBA in accounting and finance from DePaul University in 1990. He and his wife reside in Naperville, Illinois, with their two children.

About Navistar

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 Bus™ brand school and commercial buses, Monaco RV brands of recreational vehicles, 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 service parts. Another affiliate offers financing services. Additional information is available at www.Navistar.com/newsroom.