Slide presentation

NYSE:

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Annual Gabelli

& Co.

Auto Aftermarket Symposium

November 2, 2009

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Safe Harbor

Statement

Information provided and statements contained in this presentation 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

presentation and the Company assumes no obligation to update the

information included in this

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. For a further description of these factors, see “Risk Factors –

Risks

Relating to Navistar and its Markets”

as set forth in the Prospectus Supplement, dated October 22,

2009, filed pursuant to Rule 424(b)(5) with respect to Registration Statement No. 333-162588.

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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Other Cautionary Notes

•

The financial information herein contains audited and 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.

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).

It also excludes financial services 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.

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Company Overview

Founded over 100 years ago, Navistar’s 2008 revenues were $14.7 billion

Truck Group

North American market share leader

with regional and long-haul class 8

trucks, recreational vehicles, class 6-7

trucks, buses, military vehicles and

severe service trucks

Products, parts and services sold

through an extensive dealer network in

North America, Brazil and more than

90 other countries globally

Engine Group

Engine manufacturer of mid-range and

heavy-duty diesel engines

Products sold directly to major global OEMs

Manufacturing locations in U.S. and Brazil

Industries and applications include:

agriculture, industrial, buses, commercial on-

highway trucks, consumer vehicles, military,

marine vessels and commercial off-highway

vehicles

Distribution business that provides high-margin and

non-cyclical earnings

Strong growth in revenue and earnings

Most extensive distribution channel in truck and mid-

range diesel

Wholesale –

floor planning for dealers

Financing for retail customers

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Guidance –

Industry Landscape

Guidance

•

Class 6-8 Truck Industry

2009: 165K to 185K

2010: 175K to 215K

•

Engine shipments –

245K to 265K

•

Parts –

segment revenues

expected to be ~$2.2B to $2.3B

•

Financial Services —

profitable

Note: Industry guidance includes military orders sold to the U.S.

Industry

FY99

FY00

FY01

FY02

FY03

FY04

FY 05

FY06

FY 07

FY08

School Bus

33,800

33,900

27,900

27,400

29,200

26,200

26,800

28,200

24,500

24,400

21,000

23,000

Class 6-7 -

Medium

126,000

129,600

96,000

72,700

74,900

99,200

104,600

110,400

88,500

59,600

34,000

42,000

Combined Class 8 (Heavy & Severe Service)

286,000

258,300

163,700

163,300

159,300

219,300

282,900

316,100

206,000

160,100

110,000

120,000

Total Industry Demand

445,800

421,800

287,600

263,400

344,700

414,300

454,700

319,000

244,100

165,000

185,000

FY 09

Historical Information

United States and Canadian Class 6-8 Truck Industry -

Retail Sales

Volume

Current 2009

Actual

Guidance

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5,000

10,000

15,000

20,000

25,000

1Q09

2Q09

3Q09

4Q09 Est

Navistar’s FY 2009 Order Receipt Data

•

Bus and Medium are filled thru calendar year end

•

Severe

Service

and

Heavy

–

Limited

availability

December

•

Quoting activity –

FY 2009 Order receipt (U.S. & Canada)

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We expect our strategy will enable us to

deliver our 2009 goals and BEYOND

Leveraging what we have and what others have built

Controlling our Destiny

Original 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

*Note: This slide is for illustrative purposes only.

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Great Products

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Competitive

Cost

Structure

–

Overall

goal

continuously seek the needed quality at the best price

Strategic initiatives

ProStar

MaxxForce

Big Bore 11L/13L/15L

Scale

Strategic partnerships

Mahindra International

South America

CAT

Global sourcing

Design cost reduction

Commodities cost reduction and

containment

Manufacturing cost structure

Key Component of COGS

Below the Line

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Medium

Truck

Great Products

61% Market Share

3Q09

35% Market Share

3Q09

33% Market Share

3Q09

Severe

Service

Truck*

Heavy

Truck

29% Market share

3Q09

•

#2 in YTD July Market Share

•

Executing on strategy

New Products

(ProStar

LoneStar

)

•

MaxxForce

EGR

engines

•

#1 In Market Share despite

industry consolidation

•

MaxxForce

EGR

engines

•

#1 in Market Share

•

A leader in Medium Hybrid

•

MaxxForce

EGR

engines

•

#1 in Market Share

•

straight year of increasing

market share

•

MaxxForce

EGR

engines

FY07

60%

FY08

55%

3Q09

61%

YTD JUL

59%

*Note: Excludes U.S. Military deliveries.

School

Bus

Combined

Class

6-8

Market

–

FY07:

26%;

FY08:

29%;

3Q09:

36%;

YTD

JUL:

33%

FY07

36%

FY08

36%

3Q09

35%

YTD JUL

35%

FY07

25%

FY08

27%

3Q09

33%

YTD JUL

34%

FY07

15%

FY08

19%

3Q09

29%

YTD JUL

25%

Class 8*

30% Market Share

3Q09

School

Bus

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$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

FY 2005

FY 2006

FY 2007

FY 2008

FY 2009 Fcst

Profitable Growth –

Parts

2008 Parts sales up 17% (as compared to 2007) –

profit up 63%

July 31, 2009 YTD Parts sales up 25% (compared to July 31

2008) –

profit up 100%

Parts Sales

($ in billions)

$1.5

$1.6

$1.8

$1.4

$2.2-$2.3

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Parts –

Competitive Landscape

Strengths:

•Dealer network

•National accounts

•Proprietary parts

Opportunities:

•Customer reach

•Customer experience

•Lean

Engine

Distributors,

Truck Dealer,

41%

HDD/Specialist,

28%

Auto Parts, 6%

Independent

Garages, 13%

Other, 6%

2008

Aftermarket Point of Sale (Retail)

Source: MacKay –

2008 Heavy Duty parts Aftermarket Monitor & Forecast Service.

U.S. market only, total value of chart is $13.273B

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Profitable Growth –

Navistar Defense

More than 21K Units

invoiced from 2005

through July 2009

26%

74%

MRAP

COTS Based

Commercial Off The Shelf (COTS)

COTS with Military Features

True Tactical Wheeled Vehicles

We believe the military business (including parts) is sustainable at ~$2 billion annually

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Controlling Our Destiny

200

250

300

350

400

450

Original $1.6B Goal

@ 414.5kunits

2006

Actual

2007

Actual

2008

Actual

(excl. Impairment)

2009

Estimate

(excl. Ford)

HistoricalROE Targets

FY 2009

Sales and

Revenue

($ Millions)

Q109

$2,970

Q209

$2,808

Q309

$2,506

Q409

Goal*

$2,700 to

$3,200

*As shown on the 3

Quarter Earnings Call

Traditional Industry Volume (Thousands of Units)

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$100

$200

$300

$400

$500

FY 2008

FY 2009

Investing While Controlling Our Destiny

Engineering and product development costs

$380

~$400 -

$450

•

Diverse revenue stream that is profitable throughout the truck cycle

•

Able to keep investing for future

•

Most have reduced R&D investment

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Continuous Improvement Results in Continuous

Leadership

July YTD

Combined

Market Share

33%

Advanced EGR

In-Cylinder

NOx

Reduction

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Actions in 2009 for 2010 and Beyond

2010 Emission Strategy

Intentionally left blank because this is

what customers currently do

Easy for

operators

Easy to

understand

Easy to

maintain

Dealer and

customer

friendly

Navistar’s “customer friendly”

2010 solution

The competitor’s 2010 urea-based solution

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Navistar Believes the Truck/Engine Manufacturer Should

Accept the Responsibility for Emissions Compliance and

Not Burden the Customer

•

EPA reviews test data

•

Navistar demonstrates

compliance in test engines

over useful life of engine in real

world applications

•

EPA conducts end of line

random audits

•

Customer subject to in-use

compliance verification

•

Process not defined as of yet by

EPA but likely to emanate

•

Weights laws weigh stations

•

Hours of service

driver logs

•

Safety regulations

OSHA

reviews

•

Emissions compliance

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Advanced EGR Gives Us a

Competitive Advantage

61% Market Share

3Q09

School

Bus

35% Market Share

3Q09

33% Market Share

3Q09

Severe

Service

Truck*

Heavy

Truck

29% Market share

3Q09

Medium

Truck

2009 Industry :

Heavy Day Cab –

16%

Heavy Sleeper –

30%

*Note: Excludes U.S. Military deliveries.

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2010 Emission Strategy Status

•

Taking orders on 2010 emission vehicles

•

All engines will be between .4 and .5 NOx

•

Engine durability testing is on track and plan to

over-test and stress many parts of the system

•

In most cases, vehicles will have equal to better fuel

economy than 2009 vehicles

•

Base engine will have less heat than 2009 engines

•

ProStar

vehicle weight will be reduced by

600 lbs.

•

MaxxForce

13L will have over 1,000 lbs. of weight

advantage vs. a competitive 15L SCR engine

2010 emission strategy on/ahead of schedule

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“Rolling west on Interstate 90 out of

Chicago toward Rockford behind the wheel

of an International ProStar

122 tractor, it

was clear that Navistar’s engineers and

executives weren’t kidding when they

promised near-transparent performance

from their 2010 family of advanced exhaust

gas recirculation (EGR) engines.”

Media Ride and Drive

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We Are Responsible for Emissions

Development Strategy:

Provide time for

technology progress

EPA rewards providers for

cleaning up the environment

sooner

Advanced EGR provides the

platform for

continued emissions improvement

The best technology will continue

to improve…

More complete burn

Twin turbochargers

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Controlling Our Destiny

Investing in Fuel Systems

•

Skilled workforce

•

Engineering staff

•

Intellectual property

Core

Competency

Fuel Systems Plant

R&D Center

Physical Assets

Control Cost Control Technology

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Customer Friendly Solutions

TENNECO and GE Transportation to Develop

Hydrocarbon-SCR Technology for Diesel

Emission Aftertreatment

4 February 2009

Eaton Evaluates Unique Emission Control

Technology

22 June 2006

Alternative technology advancement to

achieve 0.2 NOx

1.In-cylinder Combustion Improvement (EGR approach)

Advanced fuel system (high injection

pressure), air/EGR system, and advanced

control, advanced vehicle cooling

Brake

thermal

efficiency

improvement

better

fuel economy

less heat rejection

2.Advanced NOx

after treatment system (Customer

friendly and controlled by the OEM)

Dual

function

DPF,

NOx

reduction

diesel

Particulate filter (“NPF”

Navistar naming) with

the following options

Gas ammonia injection

ii.

Hydrocarbon injection

Hydrocarbon

Hydrogen

Injection

Lean

NOx

Trap (LNT)

3.Powertrain

integration (Hybridization and advanced

transmission technology (longer term))

17 July 2008

Scania: EGR cost effective and

convenient.

Just add diesel!

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Controlling Our Destiny and Leveraging Our Assets

in Customer Friendly Solutions “Another Dial”

Future

Solid NH3 cartridge

Easy for

operators

Easy to

understand

Easy to

maintain

Dealer and

customer

friendly

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Profitable Growth

CATJV

China

Partner

Partnership for global

growth including expansion into

China

MNAL

Growth through

partnership with Mahindra

for India and exports

EXPORTS

Opportunistic exports

of current North America

products

Australia

South Africa

India*

Mercosur

Other

30,000

335,000

129,000

22,000

25,000

54,000

North

America

443,000

Western

Europe

345,000

China

746,000

Turkey

Middle

East

53,000

Russia

147,000

Mexico

44,000

Note: Includes Medium and Heavy Trucks >6T only Source: JD Power; Monitor Analysis, Mahindra Data (*India >3.5T)

Low Growth

Medium Growth

High Growth

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Profitable Growth –

Current and Future

Opportunities

Capital Structure Provides Flexibility

and Stability

Manufacturing

$1.57

Billion

Debt

Deal

Summary:

•

$1 billion senior notes due 2021 at 8.25% per annum

Ability to buyback $50 million per year

•$570 million senior subordinated convertible notes at 3% per annum

No economic dilution unless average stock price at or above $60.14 within last six months

Selected Debt Maturities

($ in Millions)

Shares of Common Stock

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2010

2014

2021

Expected to be

complete

by Calendar Year End

Completed

NFC

Manufacturing

Holders may convert the Convertible Notes into common stock of the Company, par value $0.10 per share (“Common Stock”), at any time on or after April 15, 2014. Holders may also convert their Convertible Notes at their

option prior to April 15, 2014, under the following circumstances: (1) during any fiscal quarter commencing after January 31, 2010, if the last reported sale price of the Common Stock for at least 20 trading days (whether or not

consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each such trading day; (2) during the

five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of that Measurement Period was less than 98%

of the product of the last reported sale price of the Common Stock and the applicable conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The conversion rate will initially be 19.8910

shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $50.27 per share of Common Stock).

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$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

$16,000

2002

2008

Revenues

Summary –

Strategy Is Working

Great products

with leading

market positions

Diverse revenue

stream that is

profitable

throughout the

truck cycle

Positioned for

rebound in cycle

and global growth

opportunities

Strong liquidity

and capital

structure

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Summary

Advanced EGR In-Cylinder

NOx

Reduction

Controlling our destiny

Leveraging what we have and

what others have built

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SEC Regulation G

U.S. and Canada industry

165K

185K

Sales and revenues, net

$11.5

$12.0

Manufacturing segment profit

(excludes asset impairment, Ford settlement, & related charges)

$350

$450

Asset impairment, Ford settlement, & related charges

Manufacturing segment profit

$350

$450

Below the line items

($500)

($330)

Income (Loss) before income tax

$1,100

$1,270

($170)

($70)

$15+

($Millions)

$1,600

Target @

Current Industry

414.5K

($Billions)

~($520)

$1,600

($Billions)

FY 2009

Guidance on $1.6B Mfg Segment Profit Line

Original Target @ 414.5K

Industry

This regulation G slide corresponds with the data found in the chart on slide 15

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SEC Regulation G –

Fiscal Year

Comparison

Earnings

Guidance

(See

filed

October

20th,

2009)

The company’s guidance for net income including and excluding the Ford settlement and related charges for its fiscal year ending October 31, 2009, is expected to be in the mid to low end of

the range that was stated on September 10, 2009 during the 3 quarter analyst call. The softness in the U.S. and Canadian truck and bus markets was also referenced on that 3 quarter call and

that continued softness has resulted in lower manufacturing segment profit compared to the September 10, 2009 guidance that is expected to be offset by better than expected performance in

corporate SG&A and other below the line items. Further, the current guidance does not include certain potential asset impairments, such as those that may arise from developments in our

Canadian operations or the potential write-off of certain unamortized debt issuance costs from the company’s 2007 term loan that will be triggered as a result of the refinancing.

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.

FY 2008

FY 2007

FY 2006

Estimated

Reported

Ford

Settlement

Impacts

U.S. and Canada industry

165K

185K

165K

185K

($Billions)

Sales and revenues, net

$11.0

$11.5

$11.0

$11.5

$14.7

$12.3

$14.2

($Millions)

Manufacturing segment profit *

(excludes asset impairment, Ford settlement, & related charges)

$710

$735

$710

$735

$1,114

$426

$838

Asset impairment, Ford settlement, & related charges

~ $175

($395)

Manufacturing segment profit *

$710

$735

$175

$885

$910

$719

$426

$838

Below the line items

($528)

($499)

($443)

Income (Loss) excluding income tax

$225

$250

$175

$400

$425

$191

($73)

$395

Income tax benefit (expense)

~ ($3)

($57)

($47)

($94)

Net income (loss)

$182

$207

$172

$354

$379

$134

($120)

$301

Diluted earnings (loss) per share ($'s)

$2.55

$2.85

$2.40

$4.95

$5.25

$1.82

($1.70)

$4.12

Weighted average shares outstanding: diluted

~72M

73.2M

70.3M

74.5M

Memo - professional fees included in below the line items

($40)

($30)

($40)

($30)

($154)

($224)

($70)

* Includes: minority interest in net income of subsidiaries of ($7)M, net of tax; extraordinary gain of $23M, net of tax

~72M

~($485)

~($43)

~($46)

($Millions)

($Billions)

FY 2009

Non GAAP

Goal

Without

Ford

Settlement

With

Ford

Settlement

~($485)

~$175