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): May 8, 2007

NAVISTAR INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

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

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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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 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 company), the nation’s largest combined commercial truck, school bus and mid-range diesel engine producer, announced that Daniel C. Ustian, Chairman, President and Chief Executive Officer, will discuss business opportunities and other matters related to the company during the Bear Stearns 8^th Annual Global Transportation Conference in New York on May 8^th at 1:35 PM EDT. and at Bank of America Industrials/Services Conference in New York on May 9^th at 10:45 AM EDT.

     Copies of the slides to be used by Mr. Ustian for these presentations containing information about the company are attached as Exhibit 99.1 to this Report and incorporated herein by reference. Live audio web casts will be available for each presentation at http://ir.navistar.com/events.cfm, and will remain available for a period of 30 days. Investors are advised to log on to the web site at least 15 minutes prior to each presentation to allow sufficient time for downloading any necessary software.

     Navistar International Corporation (Other OTC: NAVZ) is a holding company whose wholly owned subsidiaries produce International^® brand commercial trucks, MaxxForce brand diesel engines, IC brand school 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 wholly owned subsidiary offers financing services. Additional information is available at: www.navistar.com.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     The following Exhibit is deemed to be filed under the Securities Exchange Act of 1934, as amended.

     (c) Exhibits

Exhibit
No.	Description
99.1	Slide Presentation for presentation to be held on May 8, 2007 and May 9, 2007

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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, Section 21E of the Exchange Act, 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, including the risk of continued delay in the completion of our financial statements and the consequences thereof, the availability of funds, either through cash on hand or the company’s other liquidity sources, to repay any amounts due should any of the company’s debt become accelerated, and decisions by suppliers and other vendors to restrict or eliminate customary trade and other credit terms for the company’s future orders and other services, which would require the company to pay cash and which could have a material adverse effect on the company’s liquidity position and financial condition. 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. For a further description of these factors, see Exhibit 99.1 to our Form 8-K filed on April 12, 2006. In addition, the financial information presented in this report is preliminary and unaudited and is subject to change based on the completion of our on-going review of accounting matters, the completion of our fiscal year 2005 and 2006 annual financial statements and the completion of the restatement of our financial results for the fiscal years 2002 through 2004 and for the first nine months of fiscal 2005. It is likely that the process of restating the prior year financial statements will require changes to the company’s financial statements for 2005 and financial information for 2005 and 2006 due to revised application of certain accounting principles and methodologies that individually or in the aggregate may be material.

SIGNATURES

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: May 8, 2007		/s/ William A. Caton
		William A. Caton
		Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Navistar International Corporation Other OTC: NAVZ May 2007

Forward Looking Information Information provided and statements contained in the presentation that are not purely historical are forward -looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of the presentation and the company assumes no obligation to update the information included in the 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 , including the risk of continued delay in the completion of our financial statements and the consequences thereof, the availability of funds, either through cash on hand or the company's other liquidity sources, to repay any amounts due should any of the company's debt become accelerated, and decisions by suppliers and other vendors to restrict or eliminate customary trade and other credit terms for the company's future orders and other services, which would require the company to pay cash and which could have a material adverse effect on the company's liquidity position and financial condition. 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. For a further description of these factors, see Exhibit 99.1 to our Form 8-K filed on April 6, 2006. In addition, until the previously announced review by the company of its accounts is concluded, no assurance can be given with respect to the financial statement adjustments, impacts and period resulting from such review, if any, nor can there be any assurance that additional adjustments to the financial statements of the company will not be identified.

Other Cautionary Legends As announced on April 6, 2006, the company's previously issued audited financial statements for periods after November 1, 2002 should no longer be relied upon because of errors in such financial statements. On November 8, 2006, the company's finance subsidiary, Navistar Financial Corporation (NFC), announced that its previously issued audited financial statements for the years ended October 31, 2002 through 2004 and all quarterly financial statements for the periods after November 1, 2002 should no longer be relied on because of errors in such financial statements. Until the company and NFC complete the review of their accounts and the restatement of financial statements, no assurance can be given with respect to the financial statement adjustments and impacts resulting from such review. The financial data presented in this package for the 2005 fourth quarter, the 2006 first, second, third and fourth quarters and the 2007 first quarter are preliminary and unaudited and are subject to change based on the completion of our on-going review of accounting matters, the completion of our 2005 fourth quarter, 2006 first, second, third and fourth quarters and 2007 first quarter financial statements and the completion of the restatement of our financial results for the fiscal years 2002 through 2004 and for the first nine months of fiscal 2005. It is likely that the process of restating the prior year financial statements will require changes to the company's financial statements for 2005 and financial information for 2005, 2006, and 2007 due to revised application of certain accounting principles and methodologies that, individually or in the aggregate, may be material.

1943 1918 1942 1936 1924 1950s 1912 1909 Over 100 years of building and shaping history 2007 2001

Corporate Overview Parts Organization Distribution business that provides non-cyclical earnings Double digit growth in revenue and earnings Most extensive distribution channel in Truck and mid-range diesel Wholesale - floor planning for dealers Retail financing for customers Finance Corporation North American market share leader with RV/Stripped chassis, Class 6-7 trucks, Severe Service and Regional and long haul Class 8 trucks Manufacturing locations in U.S., Canada and Mexico Truck Group World's largest engine manufacturer of mid-range diesel engines (160HP-350HP) Diesel Engine manufacturer in the 50- 375 horse power range Manufacturing locations in U.S. and Brazil Engine Group Parts Distribution Center

Traditional U.S. and Canada Retail Class 6 - 8 Industry Landscape Combined Class 8 Class 6 - 8 *Navistar's fiscal year is 11/1-10/31

Our strategy expected to enable us to deliver our 2009 goal Competitive Cost Structure Profitable Growth Great Products Leveraging what we have and what others have built FY 2009 Goals $15 Billion Revenue $1.5 Billion Segment Margins >10% Average Segment Margins Improve cost structure while developing synergistic niche businesses with richer margins Improve conversion rate of operating income into net income Reduce cyclicality Grow Parts Non-Traditional

U.S. and Canada Market Share Leader in Class 6-8 Trucks and School Bus Best 1st quarter in 4 years We expect full-year 2007 Bus market share to be same as 2006 Medium Q107 market share - 36.1% We expect full-year 2007 Medium market share to be same as 2006 Severe Service Q107 market share - 24.1% Heavy (LH &RH) Q107 market share - 15.7% Combined Q107 Class 8 market share - 17.9% We expect to gain 1% market share in line- haul Class 8 by end of FY07 *Market Share (1,2) - Information is compiled using Wards, ACT and POLK data combined with company internal reports. Market share information reflects retail sales in the United States and Canada for School Bus and Classes 6-8. COMBINED CLASS 8 CLASS 6-7 BUS

MaxxForce (tm) DT Series 9/10 MaxxForce(tm) 7 Ford V8 Brand new technologies built for power, reliability, durability and fuel economy MaxxForce(tm) 5 South American Engines MaxxForce(tm) Big Bore 11L and 13 L Late 2007 launch 6.4L V8 4.5L V6 7.6L / 9.3L Great Products: Engine Note: Market Share Information is compiled using POLK data combined with company internal reports. Market share has been shown on a calendar year basis and shipment information is based on Navistar's fiscal year-end. World Wide Engine Shipments(3) March 2007 launch February & March 2007 launches June 2007 launch 48% market share in mid-size pick up trucks in South America 43% market share in heavy duty diesel pickup/vans 39% market share in class 5-7 Truck and School Bus Complete line of 3L-7L products Key Takeaways: I4 / I6

Actions and initiatives expected to drive 10% segment margins 2007 2008 2009 2007 2008 2009 60% 100% 100% 70% 100% 70% 90% 100% 50% 75% 100% 30% 65% 100% 50% 100% 100% 50% 75% 100% 70% 90% 100% 30% 65% 100% 50% 100% 100% 25% 100% 70% 100% 100% 100% Big Bore Big Bore

Unparalleled Driver Satisfaction Unprecedented Uptime Outstanding Aerodynamics Lowest Out Of Motion Cost Superior product with reduced cost structure

Aerodynamics *Based on Full Scale Wind Tunnel Test of nearest competitor using competitor's latest model at time of testing ProStar ProStar 9.4% Improvement versus nearest competitor* 4-5% Fuel Efficiency We expect MaxxForce(tm) Big Bore will further increase fuel efficiency Drag Coefficients from Wind Tunnel Worst Best Competition

Out of Motion Cost Driver Satisfaction Unprecedented Uptime Over six million miles of road testing Two years of real-world testing with customers running in their actual applications Ten simulated years in shaker durability tests Result: Tested and proven road-ready vehicles at launch

Positioned for Success 4% better fuel economy Synchronized service intervals which means 59 less service visits Tilt-Away Bumper for easier serviceability Automated/Manual Shift controls on steering column Multiplex Electrical System and Diamond Logic Updated wheel control and improved ergonomics Competitive advantage Unparalleled Driver Satisfaction Unprecedented Uptime Outstanding Aerodynamics Lowest Out Of Motion Cost Supports 10% segment margins goal

Path to 10% Segment Margins -ENGINE Focus is on customer base and recovering emissions Broaden Customer Base: Profitability Required from all Customers Recovery of Emissions Global Sourcing MaxxForce(tm) Big Bore Competitive Advantage in 2010 Emissions Technology Parts Growth Manufacturing Efficiencies Engine plans to achieve 2009 goals MaxxForce (tm) Big Bore 11 liter & 13 liter

Outstanding Fuel Economy Twin Series Turbocharger MaxxForce (tm) Big Bore Late 2007 launch Only in Class 8 International Trucks Cost competitive Leverage scale in development and procurement Proven world-class performance in fuel economy and Noise Vibration Harshness (NVH) Integrated Truck-Engine design and development Developed for North American applications and emissions High-Pressure Common-Rail Fuel System Excellent Power Characteristics

The MaxxForce(tm) Big Bore Advantage Key Advantages Better response for earlier up- shifts Better lugging for fewer downshifts NVH that approaches the levels of a gasoline engine Low cost of ownership Enhanced performance

I6 V8 Great Products: 2007 Engine Performance Value Proposition: Reliability Performance Fuel Economy Low NVH

Global Sourcing: 5-year road map 2007 Projected Global Sourcing: ~$0.9 Billion ($ millions) Note: Global sourcing expected to move from 7% of total buy in 2005 to 14% in 2007, up to 20% in 2011.

Growth in non-traditional segments Utilizing what we have and what others have built Non-Traditional Military Export (Mexico and all other countries) Small Bus and Commercial Bus Workhorse (Commercial Chassis and RV's) Class 4/5 LCF Class 5 Conventional Non-Traditional Big Bore Engine New Engine Customers Non-Traditional Big Bore Engine Parts Military and Export Parts Small Bus and Commercial Bus Parts Class 4 and 5 Parts Workhorse Parts

Mexico & Export Increase export market share 9400 CE 300 Traditional U.S and Canada Bus and Class 6-8 Industry (Last 5 years market ranges from 263K - 455K units) 4400 Military Units delivered: FY 2005 - ~1,300 FY 2006 - ~2,900 Commercial Bus Industry ranges from 9K - 13K CF and Conventional Class 4/5 Industry ranges from 20K - 30K Industry ranges from 45K - 60K Workhorse Cl 3-7 Industry ranges* from 35K - 45K 2007 Non-Traditional Opportunities - We expect to ship 35,000 to 40,000 units *Includes Commercial Chassis and RV units Great Products: Growth

Delivering Profitable Growth Military 155 MM Test "Equal if not greater than threat levels that we deal with in Iraq and Afghanistan" Government Contractor unit used throughout Iraq IED/Land Mine Attack ***Contractor Survived*** Demonstrator delivered March 2007

Delivering Profitable Growth Military 2005 2006 2007 Delivered approximately 1,300 units Over 20 contracts won to date. Total mature value => $1.5 B in potential orders from 2007 to 2009 Future Opportunities Delivered approximately 2,900 units 5000 MV Armored Line Haul Tractor - Logistic Iraq 7000 MV Military Support Mission U.S. -Afghanistan & Iraq Taiwan Canada Future Tactical Truck Systems (FTTS) Demonstrator of Advanced Armor & Vehicle Capabilities Mine Resistant Ambush Protection (MRAP) Mine & IED Protected Vehicle for Marines & Army Afghanistan & Iraq Joint Light Tactical Vehicle (JLTV) Next Generation HMMWV Why Navistar? Production Capability/Cost - Current trucks require little investment since they are produced off existing platforms Distribution network - Field service and maintenance Aggressive Delivery - Current trucks delivered less than six months after contract award What's next? TACOM continued support Foreign Military Sales MRAP FTTS JLTV FMTV M915 Delivered in November 2006 Demonstrators delivered March 2007

Organic parts growth Truck market share New truck products - ProStar(tm), Severe Service, non-traditional truck growth Export, Military International Rest of Industry 2.993 13.707 Delivering Profitable Growth NAFTA 6-8 Parts Industry Landscape Truck Dealers Rest of Industry 0.43 0.11 0.56 ~$17.7 Billion Market - Class 6-8 Industry ~$17.7+ Billion Market Class 6-8 Industry Dealers expected to maintain and grow share Grow with current customers and reach more customers National accounts New products Enhanced Dealer service capabilities MaxxForce(tm) Big Bore Engine 2006 North American Share 2009 North American Share International 11%

Actions and initiatives expected to drive 10% segment margins 2007 2008 2009 2007 2008 2009 60% 100% 100% 70% 100% 70% 90% 100% 50% 75% 100% 30% 65% 100% 50% 100% 100% 50% 75% 100% 70% 90% 100% 30% 65% 100% 50% 100% 100% 25% 100% 70% 100% 100% 100% Big Bore Big Bore

Total U.S. & Canada Industry ? What it Means for Navistar in 2007 and beyond Total U.S. & Canada Industry Demand *On April 6, 2006, the company announced that the company's previously issued audited financial statements and the independent auditors' reports thereon for the years ended October 31, 2002 through 2004, and all quarterly financial statements for periods after November 1, 2002 should no longer be relied upon because of errors in such financial statements. 2007 Offset: Cost Reductions ? Parts ? Military ? Workhorse ? Export ? India ? MWM ? Reduced Breakeven Record EPS >10% Average Segment Margins 2009 Goal Consolidated Sales and Revenue of $15 Billion Great Products Competitive Cost Structure Profitable Growth 3 Pillar Strategy Leveraging what we have and what others have built

Q&A