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): October 20, 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))

EXPLANATORY NOTE

In connection with the filing of our registration statement on Form S-3 and in accordance with Article 11 of Regulation S-X, Navistar International Corporation (“Navistar” or the “Company”) is providing updated pro forma financial information related to the June 2009 acquisition of additional equity interest in Blue Diamond Parts (“BDP”) for the nine month period ended July 31, 2009. This Current Report on Form 8-K is being filed to include the required financial information under Item 9.01 as further described below.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(b) Pro Forma Financial Information

1) The required pro forma information for the nine months ended July 31, 2009 is filed as Exhibit 99.1 to this Current Report.

(d) Exhibits

Exhibit No.	Description
99.1	Unaudited pro forma combined statement of operations for the nine months ended July 31, 2009

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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, as amended, 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, 2008, which was filed on December 30, 2008, and Item 1A, Risk Factors, included within our Form 10-Q for the period ended July 31, 2009, which was filed on September 9, 2009. 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.

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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: October 20, 2009	/s/    ANDREW J. CEDEROTH
	Andrew J. Cederoth Chief Financial Officer

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EX-99.1

Exhibit 99.1

Navistar International Corporation and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

On January 13, 2009, Navistar International Corporation (“Navistar” or the “Company”) announced that Navistar and Ford Motor Company (“Ford”) reached an agreement (“settlement agreement”) to restructure their ongoing business relationship and settle all existing litigation between the companies. On June 9, 2009, pursuant to the provisions of the settlement agreement, Navistar entered into the Fifth Amendment to the Blue Diamond Joint Venture Agreement with Ford to increase the Company’s equity interest in Blue Diamond Parts (“BDP”) from 49% to 75%, effective June 1, 2009. The receipt of additional equity interest from Ford was among the various components of the settlement agreement, and no additional consideration was paid to Ford in connection with the increase in equity interest in BDP. The following unaudited pro forma combined statement of operations is based on the historical financial statements of Navistar and BDP after giving effect to the assumptions, reclassifications, and adjustments described in the accompanying notes to the unaudited pro forma combined statement of operations.

At the time of the agreement, Navistar and BDP had different fiscal year ends. In conjunction with the agreement, BDP adopted the Company’s fiscal year end of October 31. The unaudited pro forma combined statement of operations for the nine months ended July 31, 2009 is presented as if the Company’s increased equity interest in BDP had occurred on November 1, 2008 and is based on the Company’s and BDP’s historical unaudited consolidated statements of operations for the nine months ended July 31, 2009. The historical consolidated financial statements of BDP have been adjusted to reflect certain reclassifications to conform to the Company’s financial statement presentation.

The unaudited pro forma combined statement of operations is prepared by management for informational purposes only in accordance with Article 11 of Regulation S-X and is not necessarily indicative of future results or of actual results that would have been achieved had the increased equity interest been consummated as of the dates presented, and should not be taken as representative of future consolidated results or operations of financial position of the Company.

E-1

Navistar International Corporation and Subsidiaries

Unaudited Pro Forma Combined Statement of Operations

For the Nine Months Ended July 31, 2009

	Historical
	Navistar International Corporation(G)			Blue Diamond Parts, LLC(F)		Adjustments for Acquisition			Notes		Pro Forma Consolidated
(in millions, except per share data)
Sales and revenues
Sales of manufactured products, net	$	8,069		$	117	$	16		(D	)	$	8,202
Finance revenues		215			—		—					215
Sales and revenues, net		8,284			117		16					8,417
Costs and expenses
Costs of products sold		6,737			—		16		(D	)		6,753
Restructuring charges		55			—		—					55
Selling, general and administrative expenses		985			13		3		(C	)		1,001
Engineering and product development costs		339			—		—					339
Interest expense		206			2		—					208
Other income, net		(232	)		—		23		(E	)		(209	)
Total costs and expenses		8,090			15		42					8,147
Equity in income of non-consolidated affiliates		56			—		(50	)	(B	)		6
Income before income tax, minority interest, and extraordinary gain		250			102		(76	)				276
Income tax expense (benefit)		32			—		—					32
Income before minority interest and extraordinary gain		218			102		(76	)				244
Minority interest in net income of subsidiaries, net of tax		(7	)		—		(25	)	(A	)		(32	)
Income before extraordinary gain		211			102		(101	)				212
Extraordinary gain, net of tax		23			—		—					23
Net income	$	234		$	102	$	(101	)			$	235
Basic earnings per share:
Income before extraordinary gain	$	2.98									$	2.98
Extraordinary gain, net of tax		0.33										0.33
Net income	$	3.31									$	3.31
Diluted earnings per share:
Income before extraordinary gain	$	2.95									$	2.96
Extraordinary gain, net of tax		0.32										0.32
Net income	$	3.27									$	3.28
Weighted average shares outstanding
Basic		71.0										71.0
Diluted		71.7										71.7

See accompanying notes to the unaudited pro forma combined statement of operations.

E-2

Navistar International Corporation and Subsidiaries

Notes to Unaudited Pro Forma Combined Statement of Operations

For the Nine Months Ended July 31, 2009

(A) Reflects Ford’s 25% minority interest in the earnings of BDP.

(B) Reflects elimination of income in equity-method investment related to BDP.

(C) Represents the amortization of intangible assets related to customer relationships with a useful life of nine years.

(D) Reflects core charges previously netted against net service revenues.

(E) Represents the elimination of the gain recognized in connection with the receipt of additional equity interest from Ford.

(F) Effective June 1, 2009, BDP changed its fiscal year from December 31 to October 31. The unaudited pro forma combined statement of operations for the nine months ended July 31, 2009, as presented above, reflects the change in fiscal year and includes the historical unaudited consolidated statements of operations of BDP for the seven months ended May 31, 2009.

(G) Effective June 1, 2009, BDP is accounted for as a consolidated subsidiary and its results are included within the consolidated results of Navistar.

E-3