Obligation Navistar International 3% ( US63934EAL20 ) en USD

Navistar International

100 % ▲

Etas-Unis

US63934EAL20 ( en USD )

3% par an ( paiement semestriel )

15/10/2014 - Obligation échue

Prospectus brochure de l'obligation Navistar International US63934EAL20 en USD 3%, échue

1 000 USD

550 000 000 USD

63934EAL2

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAL20, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2014

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAL20, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Navistar International ( Etas-Unis ) , en USD, avec le code ISIN US63934EAL20, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 173
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Amount
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered
Registered(1)
per Note
Offering Price
Registration Fee(3)
3.00% Senior Subordinated Convertible Notes due 2014
$625,000,000(2)
100.00%
$550,000,000
$34,875.00
Common Stock, $0.10 par value per share
12,431,875(4)
(5)
(5)
(5)

(1) Includes 3.00% Senior Subordinated Convertible Notes due 2014 (the "Notes") to be sold upon exercise of the underwriters'
over-allotment option. See "Underwriting."
(2) These amounts are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(r) of the Securities
Act of 1933, as amended (the "Securities Act").
(3) Calculated in accordance with Rule 457(o) and Rule 457(r) of the Securities Act, and relates to the registration statement on
Form S-3 (File No. 333-162588) filed by the Registrant.
(4) There is also registered hereby 12,431,875 shares of Common Stock, par value $0.10 per share, initially issuable upon
conversion of the Notes, at a rate of 19.8910 shares of Common Stock per $1,000 principal amount of the Notes, plus, in
accordance with Rule 416 under the Securities Act, an indeterminate number of additional shares of Common Stock that may be
issued from time to time upon conversion of the Notes as a result of adjustments in circumstances described in the prospectus
that is part of this registration statement.
(5) Pursuant to Rule 457(i) under the Securities Act, there is no filing fee with respect to the shares of Common Stock issuable upon
conversion of the Notes because no additional consideration will be received in connection with the exercise of the conversion
privilege.
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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-162588
Prospectus supplement
(To Prospectus dated October 20, 2009)

Navistar International Corporation
$550,000,000
3.00% Senior Subordinated Convertible Notes due 2014
We are offering $550,000,000 principal amount of our 3.00% Senior Subordinated Convertible Notes due 2014. The notes will bear interest at a rate of 3.00% per
year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2010. The notes will mature on October 15, 2014.
Holders may convert their notes at their option prior to April 15, 2014, only under the following circumstances: (1) during any fiscal quarter commencing after
January 31, 2010, if the last reported sale price of our 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 our common stock
and the applicable conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On and after April 15, 2014 until the close
of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the
foregoing circumstances.
Upon conversion, we will have the right to deliver shares of our common stock, cash, or a combination of cash and shares of our common stock, at our election.
The initial conversion rate will be 19.8910 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately
$50.27 per share of common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for accrued interest. Following
certain corporate transactions that occur prior to the maturity date, we will increase the conversion rate for a holder who elects to convert its notes in connection
with such a corporate transaction in certain circumstances. We may not redeem the notes prior to the maturity date of the notes.
If we undergo a fundamental change, as defined in this prospectus supplement, holders may require us to purchase all or a portion of their notes for cash at a
price equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest (including additional interest, if any) to, but
excluding, the fundamental change purchase date.
The notes will be our senior subordinated unsecured obligations and will be subordinated in right of payment to all of our existing and future senior debt, will rank
equal in right of payment to all of our existing and future senior subordinated indebtedness and will rank senior in right of payment to all of our future subordinated
indebtedness. Payment of principal and interest on the notes will be structurally subordinated to the liabilities of our subsidiaries. The notes also rank junior to our
secured indebtedness, whether or not such indebtedness would otherwise constitute senior indebtedness.
The notes will not be listed on any securities exchange. Our common stock is listed on the New York Stock Exchange under the symbol "NAV." The last reported
sale price of our common stock on the New York Stock Exchange on October 22, 2009 was $37.24 per share.
Concurrently with this offering of notes, under a separate prospectus supplement, we are offering $1,000,000,000 aggregate principal amount of our 8.25% senior
notes due 2021. The completion of this offering is not conditioned on the completion of our concurrent public offering of senior notes.
For a more detailed description of the notes, see "Description of the notes" beginning on page S-51.
Investing in the notes involves risks, including those described in the "Risk factors" section beginning on page S-21 of this prospectus supplement.

Per note
Total
Public offering price(1)

100.00%
$550,000,000
Underwriting discounts and commissions

3.00%
$16,500,000
Proceeds, before expenses, to us

97.00%
$533,500,000
(1) Plus accrued interest from October 28, 2009, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The underwriters may also purchase up to an additional $75,000,000 principal amount of notes at the public offering price, less underwriting discounts and
commissions, to cover over-allotments, if any, within the 13-day period from the date of the original issuance of the notes. If the underwriters exercise this option
in full, the total underwriting discounts and commissions will be $18,750,000, and our total proceeds, before expenses, will be $606,250,000.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about October 28, 2009.
Joint Book-Running Managers
J.P. Morgan
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Final Prospectus Supplement
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Credit Suisse BofA Merrill Lynch
Citi
Deutsche Bank Securities
Goldman, Sachs
& Co.
Co-Managers

RBC Capital Markets

Scotia Capital
UBS Investment Bank
The date of this prospectus supplement is October 22, 2009.
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Final Prospectus Supplement
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Table of Contents
Table of contents
Prospectus supplement

About this prospectus supplement

S-ii
Certain defined terms

S-ii
Market and industry data

S-iii
Where you can find more information

S-iii
Summary

S-1
Additional information

S-13
Summary consolidated financial data

S-14
Supplemental financial and operating data

S-17
Risk factors

S-21
Forward-looking statements

S-41
Use of proceeds

S-43
Price range of common stock and dividend policy

S-44
Ratio of earnings to fixed charges

S-45
Capitalization

S-46
Management

S-48
Description of the notes

S-51
Description of convertible note hedge and warrant transactions

S-84
Description of capital stock

S-86
Description of other financing arrangements

S-91
Certain arrangements with NFC

S-98
Certain U.S. federal income tax considerations

S-100
Underwriting

S-108
Legal matters

S-115
Independent registered public accounting firm

S-115
Incorporation of certain documents by reference

S-116
Unaudited pro forma financial statements

S-117
Selected consolidating financial data

S-122

Prospectus

About This Prospectus

i
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
Forward-Looking Statements

2
Our Company

3
Risk Factors

4
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities and Guarantees

5
Description of Capital Stock

21
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Description of Depositary Shares

25
Description of Warrants

28
Description of Purchase Contracts

30
Description of Units

31
Plan of Distribution

32
Legal Matters

34
Experts

34

S-i
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About this prospectus supplement
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering. The second part is the accompanying prospectus, which describes more general information, some of which
may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus,
together with additional information described below under the headings "Where you can find more information" and
"Incorporation of certain documents by reference."
If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement.
Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by
reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed
document that is also incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement. See "Incorporation of certain documents by reference."
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus together with any free writing prospectus used in connection with this
offering. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference is accurate only as of the respective
dates of those documents in which this information is contained. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Certain defined terms
Unless otherwise indicated or the context otherwise requires, as used in this prospectus supplement:
· the "Company," "us," "we," "our" and "Navistar" refer collectively to Navistar International Corporation and its
consolidated subsidiaries and their respective predecessors;
· "NIC" refers to Navistar International Corporation, exclusive of its consolidated subsidiaries;

· "NFC" refers to Navistar Financial Corporation, a wholly-owned subsidiary of Navistar, Inc., which, together with NIC's
Mexican financial services subsidiaries that provide financial services to its dealers and customers in Mexico, comprise
substantially all of our financial services operations;
· "mid-range diesel engines" refers to 160-325 horsepower diesel fuel-powered engines;
· "North America" refers to the United States and Canada; and

· "OEMs" refer to original equipment manufacturers.

S-ii
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Market and industry data
Market data and other statistical information used throughout this prospectus supplement and in the documents
incorporated by reference into this prospectus supplement are based on independent industry publications, government
publications, reports by market research firms or other published independent sources. Some data is also based on good
faith estimates by our management, which are derived from their review of internal surveys, as well as the independent
sources listed above. Although we believe these sources are reliable, we have not independently verified the information
and cannot guarantee its accuracy and completeness.
Where you can find more information
Navistar is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission
("SEC"). The reports and other information filed by it with the SEC in accordance with the Exchange Act may be inspected
and copied at the Public Reference Room maintained by the SEC at Room 1024, Judiciary Plaza, 100 F Street, N.E.,
Washington, D.C. 20549. Copies of such material or parts thereof may also be accessed electronically by means of the
SEC's home page on the Internet at http://www.sec.gov. Information on the operations of the Public Reference Room
maintained by the SEC may be obtained by calling the SEC at 1-800-SEC-0330.
This prospectus supplement and the accompanying prospectus, which forms a part of the registration statement, do not
contain all the information that is included in the registration statement. You will find additional information about us in the
registration statement. Any statements made in this prospectus supplement or the accompanying prospectus concerning
the provisions of legal documents are not necessarily complete and you should read the documents that are filed as
exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document
or matter.

S-iii
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Summary
The following summary is qualified in its entirety by the more detailed information and consolidated financial
statements and related notes in the documents incorporated and by reference in this prospectus supplement,
including our Quarterly Report on Form 10-Q for the quarter ended July 31, 2009 ("Third Quarter 10-Q") and our 2008
Annual Report on Form 10-K for the fiscal year ended October 31, 2008 ("2008 Annual Report"). Our fiscal year ends
on October 31. Our fiscal years are identified in this prospectus supplement according to the calendar year in which
they end. For example, our fiscal year ended October 31, 2008 is referred to as "fiscal 2008." All references to a
particular year that is not preceded with the word "fiscal" refers to the calendar year.
Our business
Overview
We are a leading international manufacturer of International brand commercial and military trucks, MaxxForce brand
diesel engines, IC Bus brand school and commercial busses, Monaco RV brands of recreational vehicles, Workhorse
Custom Chassis ("WCC") brand chassis for motor homes and step vans, and a provider of service parts for diesel
engines and all makes of trucks and trailers. Additionally, we are a private-label designer and manufacturer of diesel
engines for the pickup truck, van, and sport utility vehicles ("SUV") markets. Through our financial services
operations, we also provide retail, wholesale, and lease financing of our trucks, and financing for our wholesale and
retail accounts. For the nine months ended July 31, 2009 and fiscal 2008, our manufacturing operations had net sales
of manufactured products to third parties of approximately $8,069 million and $14,399 million, respectively, EBITDA
(as defined below) of approximately $516 million and $697 million, respectively, and net income of approximately
$211 million and $147 million, respectively. See "Supplemental financial and operating data" and Note (5) thereto for
a reconciliation of net income (loss) to EBITDA for these periods and "Selected consolidating financial data."
We market our truck products, parts and services through the industry's largest independent dealer network in North
America, specializing in medium and heavy trucks and school buses. As of October 31, 2008, our dealer network was
comprised of 820 locations in North America. In addition, as of October 31, 2008, we had 85 dealer locations in
Mexico. Our dealer network offers a comprehensive range of service, financing and other support functions to our
customers. We also operate seven North American regional parts distribution centers that provide 24-hour availability.
We provide certain financial services to our customers and dealers through NFC and our foreign finance subsidiaries.
We operate in four industry segments: Truck, Engine, Parts and Financial Services. For accounting purposes, we also
have a Corporate segment, which contains those items that are not included in our four other segments. For ease of
reference, we collectively refer to our Truck, Engine and Parts segments and corporate items as our "manufacturing
operations," and our Financial Services segment as our "financial services operations."

S-1
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Set forth below is certain information regarding our industry segments based on our results for fiscal 2008:

Fiscal 2008
revenues
% of Fiscal 2008
Fiscal 2008
Industry segment

($ in millions)
revenues, net
chargeouts(A)

Truck

$
10,314
70%
102,200
Engine

2,499
17
345,500
Parts

1,586
11
N/A
Financial Services

325
2
N/A

Total

$
14,724
100%
N/A

(A) Chargeouts are defined by management as trucks or engines, as applicable, that have been invoiced to customers, with units held in dealer inventory
primarily representing the principal difference between retail deliveries and chargeouts with respect to trucks.
Truck segment
Our Truck segment manufactures and distributes a full line of class 4 through 8 trucks and buses in the common
carrier, private carrier, government/service, leasing, construction, energy/petroleum, military vehicles, and student
and commercial transportation markets under the International and IC Bus brands. This segment also produces
chassis for motor homes and commercial step-van vehicles under the WCC brand and recreational vehicles under the
Monaco RV brands. Additionally, we design, produce, and market a brand of light commercial vehicles for the truck
market in India under the Mahindra International ("Mahindra") brands through a 49% owned joint venture.
Set forth below is certain information regarding our truck products:

Fiscal 2008
Estimated market
Description

chargeouts(A)
share(B)

School Bus

13,500
55%
Medium Trucks

20,300
36
Heavy Trucks

18,800
19
Severe Service Trucks (excl. U.S. Military)

12,800
27

Total U.S. and Canada (excl. U.S. Military)

65,400
29%
U.S. Military

7,500
N/A
Expansion Markets(C)

29,300
N/A

Total Truck

102,200
N/A

(A) Chargeouts are defined by management as trucks that have been invoiced to customers, with units held in dealer inventory primarily representing the
principal difference between retail deliveries and chargeouts.
(B) Based on chargeouts made by us in fiscal 2008.
(C) "Expansion Markets" include all markets outside the U.S. and Canada, and include chargeouts of all of our truck products on an aggregate basis.
We recently established a joint venture with Caterpillar Inc. (known as NC2 Global LLC) for the purpose of developing,
designing, testing, manufacturing, assembling, branding, marketing and selling, and distributing and providing product
support for, heavy and certain medium duty trucks outside of North America and the Indian subcontinent. In addition
to this joint venture, we also entered into a strategic alliance with Caterpillar involving the development, design,
manufacture and sale of Caterpillar-branded heavy duty severe service trucks in North America.

S-2
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Engine segment
Our Engine segment designs and manufactures diesel engines across the 50 through 475 horsepower range for use
primarily in our class 6 and 7 medium trucks, military vehicles, buses, and selected class 8 heavy truck models, and
for sale to OEMs in North and South America for SUVs and pick-ups. This segment also sells engines for industrial
and agricultural applications, and supplies engines for WCC, Low-Cab Forward ("LCF"), class 5 vehicles, and began
producing our new MaxxForce 11 and 13 Big-Bore engines in 2008. Our Engine segment, together with the Ford
Motor Company ("Ford"), has made a substantial investment in the Blue Diamond Parts ("BDP") joint venture, which
is responsible for the sale of service parts to Ford.
Parts segment
Our Parts segment supports our brands of International commercial and military trucks, IC Bus school and
commercial buses, WCC chassis and MaxxForce engines by providing customers with proprietary products together
with a wide selection of other standard truck, trailer, and engine service parts. We distribute service parts in North
America and the rest of the world through the dealer network that supports our Truck and Engine segments.
Financial Services segment
Our Financial Services segment provides retail, wholesale, and lease financing of products sold by our Truck
segment and its dealers within the U.S. and Mexico. Our Financial Services segment also finances wholesale and
retail accounts receivable. In addition, the segment will finance sales of new products (including trailers) of other
manufacturers, regardless of whether designed or customarily sold for use with our truck products. Our Mexican
financial services operations' primary business is providing wholesale, retail, and lease financing to our Mexican
operations' dealers and retail customers.
Our business strategy
Our long term strategy is focused on three pillars:

· Great Products

· Growing our Class 8 tractor line, including an expanded line of ProStar and LoneStar trucks

· Focusing engine research and development in order to have a competitive advantage in meeting the 2010

emissions standards

· Introducing our advanced engine technology in new markets
· Competitive Cost Structure

· Increasing our seamless integration of MaxxForce branded engine lines in our products, including the

establishment of our new MaxxForce 11 and 13 engines

· Reducing materials cost by increasing global sourcing, leveraging scale benefits, locating synergies among

strategic partnerships and making product design improvements

S-3
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