Navistar International (NAV) 8-K Navistar Posts Strong 1Q Earnings

1st Quarter 2009 Earnings

Presentation

March 11, 2009

EXHIBIT 99.2

2

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

Item

1A,

Risk

Factors,

included

within

our

Form

10-K

for

the

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 January 31, 2009, which was filed on March 11, 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.

3

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.

We

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.

Agenda

•

2009 Q1 Results

•

2009 Outlook

–

Challenges

–

Actions/Plans

–

More to do

•

Summary

•

Q&A

4

-$1.50

-$1.00

-$0.50

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

1Q07

1Q08

1Q09

with Ford

1Q09*

without Ford

Q1 FY 2009 Financial Information

Consolidated Revenues

($ in millions)

Manufacturing Segment Profit ($ in millions)

Diluted earnings (loss) per share

US & Canada Class 6-8 Retail Industry

5

1Q08

$92

1Q09

$407

1Q09

$3.27

1Q08

$(.92)

1Q07

$114

1Q07

$.17

*Excludes $196 million for Ford Settlement Effects (see page 7 for additional detailed disclosure on Ford settlement effects)

1Q09

$211

1Q09

$0.67

Note:  This

slide

contains

both

GAAP

and

non-GAAP

information,

please

see

the

Reg

G

in

appendix

for

detailed

reconciliation.

1Q08 $2,954

1Q09 $2,970

1Q07 $3,148

Medium

Truck

Great Products

1Q09 Class 6-8 Market Share was 30%

6

56% Market Share

1Q2009

School

Bus

30% Market Share

1Q2009

32% Market Share

1Q2009

Severe

Service

Truck*

Heavy Truck

19% Market Share

FY 2008

#4 in FY 2008 Market Share

Executing

on strategy

-

New Products (ProStar

®

,

LoneStar

®

) launch FY 2007

& FY 2008

#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

3

straight year of increasing

market share

MaxxForce

®

EGR

engines

FY2007

36%

FY2008

36%

1Q2009

30%

FY2007

25%

FY2008

27%

1Q2009

32%

FY2007

15%

FY2008

19%

1Q2009

24%

FY2007

60%

FY2008

55%

1Q2009

56%

Note: Excludes U.S. Military shipments. See Slide 47 for market share with and without military shipments

Combined Class 6-8 Market Share –

FY 2007: 26%; FY 2008: 29%; 1Q2009: 30%

rd

Ford Settlement

7

Note:

This

slide

contains

non-GAAP

information,

please

see

the

Reg

G

in

appendix

for

detailed

reconciliation

Loss of automotive customer

Less intensive capital/product requirements

Restructured business

Gain with increased equity stake in BDT & BDP

Ford Settlement - Business Impact

Q1 Actual

Cash

$200

$200

Warranty

$75

$75

Restructuring charges

($58)

($65)

Other related income and expenses

($27)

($27)

+/-

Subtotal Ford settlement and restructuring

$190

$183

+/-

Full Year Guidance

Ford

Settlement

and

Related

Restructuring

-

2009

PBT

Impact

(in Millions)

2009 Outlook

•

Industry still challenged

•

Economic influences -

2009

–

Pricing versus commodities

–

Losses on pension plan assets in 2008 impact 2009

income statement

–

Finance business

•

2009 opportunities to achieve prior guidance

8

9

Traditional U.S. and Canada Retail Sales

Class 6 –

8 Industry Landscape

Economic uncertainty about 2009

and 2010:

•

2009 no longer the peak

•

2010 no longer the trough

Reality:

•

Age of fleet increasing

•

Fuel prices coming down

•

Likely pre-buy in 2009

2nd half of 2009 will determine total industry size

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

42,000

47,000

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

147,000

155,000

Total Industry Demand

445,800

421,800

287,600

263,400

263,400

344,700

414,300

454,700

319,000

244,100

210,000

225,000

Historical Information

FY 09

Guidance

Current

Actual

United States and Canadian Class 6-8 Truck Industry -  Retail Sales Volume

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

Economic Impact on 2009/2010

10

Source:  ACT Research

This chart provides a comparison of our current economic

downturn to previous downturns to help us understand the

difference in both depth and duration (where we are today)

versus selected earlier recessions. 1973 and 1981 were major

declines and 2001 was our most recent decline.

Vertical axis

sets GDP at

its peak

level = 1.00

to allow for

a

comparison

of

the depth

and

duration of

the

following

downturn

Horizontal

axis

counts

the

number

of

calendar

quarters

after

the

GDP

peak

AVERAGE AGE:

U.S. Class 8 Active Population

1990 -

2008 Forecast

Avg. Age in Years

4.8

5.0

5.2

5.4

5.6

5.8

6.0

6.2

6.4

6.6

6.8

90

92

94

96

98

00

02

04

06

08

Actions to Overcome 2009 Industry Volume

11

Actions

•

Commodities

•

Blue Diamond

•

Parts

•

Military

•

Emissions

strategy

Advanced EGR In-Cylinder

NOx

Reduction

Note:  This

slide

contains

non-GAAP

information,

please

see

the

Reg

G

in

appendix

for

detailed

reconciliation

Commodities –

Opportunity for 2009

Commodities 2009

–

Contract price locks in 2008

–

2009 1

st

qtr. commodities

costs* increased

(2008 delayed the impact)

–

We expect our commodity

costs to decline

•

Current economics

•

Contract timing

12

*Note: Costs related to steel, precious metals, resins, and petroleum products

Market Profile

2007

2008

High

Feb 09

Spot

Sheet steel

$538

$1,125

$520

Scrap steel

$311

$890

$255

Crude oil

$72

$145

$41

Platinum

$1,360

$2,275

$981

Aluminum

$1.23

$1.54

$0.68

Copper

$3.28

$4.09

$1.57

Blue Diamond Impact –

Opportunity for 2009

•

We expect to increase our equity ownership in BDP from 49%

to 75%, subject to Department of Justice approval

•

Balance sheet information for BDP is insignificant to our

consolidated balance sheet

•

Accounting impacts yet to be determined

13

2008*

2007

2006

(Unaudited)

(Unaudited)

(Unaudited)

Net income  (in millions)

$174

$156

$180

Summarized

statement

of

operations

information

from

BDP’s

financial

statement

for

the

twelve

months

ended

December

31

.

(100%

of

business)

*Note:

twelve

months

ended

October

31

2008.

All

other

years

are

on

a

calendar

year

basis.

st

st

14

Parts Segment –

Opportunity for 2009

Navistar Parts

$1.4

$1.5

$1.6

Part Sales ($ in billions)

$1.8

$2.2 to $2.4

Focus on the Customer

•

Superior customer experience

•

Pull vs. push

New Proprietary Products

•

MaxxForce

®

11/13/15

•

Only source

Leverage Our Strengths

•

Largest dealer channel

•

Innovative customer solutions

Growth

•

Increase truck share

•

Military full offering

-

Parts

-

Kits and remanufacturing

-

Services

•

Global

•

New

product

programs

-

PartSmart™

2009 Truck & Parts –

Opportunity for 2009

Military Summary

15

Military revenues - included in previous guidance

$2.3 Billion

Additional military truck - orders received since Jan. 2009

++

Additional military parts - orders received since Jan. 2009

++

Military revenues - included in updated guidance

$2.7 Billion

Incremental opportunities:

MRAP All Terrain Vehicle (M-ATV)

++

Military parts

++

Foreign military sales

++

16

2009 Guidance

2009 Updated EPS Guidance

Prior EPS Guidance *

$5.10 to $5.60

Key Challenges

Industry Volume Revised down to 210,000 to 225,000

(- - -)

Offsetting Actions

Lower commodity costs / cost reductions

+

Blue Diamond J.V. operational impact

+

Military revenue increase to $2.7 billion

+

Market share improvement

+

Revised EPS Guidance - Without Ford *

$5.10 to $5.60

Ford Settlement and Restructuring

$2.45 +/-

Revised EPS Guidance - With Ford

$7.55 to $8.05 +/-

* Note:  Excludes Ford settlement and related restructuring as well as potential

additional facility rationalization, like Heavy, which may result in a significant

charge

Note:  This slide contains non-GAAP information, please see the Reg G in appendix for detailed reconciliation

17

Controlling Our Destiny

Leveraging

What We Have and What Others Have Built

•

Market share –

ahead of plan

•

ProStar

®

•

LoneStar

®

•

Hybrids

•

MaxxForce

®

11/13/15 launch

•

EGR proprietary solutions

On target:

•

Manufacturing

•

Sourcing

•

Commodities

•

Capital spending

•

Parts revenue growth

•

Strong military

•

CAT J.V. pending

•

South America engine

102,000 to 155,000

102,000 to 155,000

Units per year

Units per year

18

Escobedo

Garland

Military parts distribution center

Paint assembly

South America block line

West Point Military Assembly

346,000 to 520,000

346,000 to 520,000

Units per year

Units per year

•

When

we

were

at

$7

-

$8

billion

in

revenues,

we

spent ~$300 -

$500 million in capital expenditures*

•

Now ~$14 billion in revenues and our goal is to

spend $250 -

$350 million in capital expenditures

–

FY 2006 -

$230M

–

FY 2007 -

$312M

–

FY 2008 -

$176M

Leveraging

What We Have and What Others Have Built

NOTE:

CAT

and

ALF

J.V.s

Pending

*Exclusive of purchases of equipment leased to others

South America Block Line

Products –

Double the number of products

Facilities

Investments

Partners

Actions in 2009 for 2010 and Beyond

•

Engine strategy (life after diesel pick-up loss)

•

MaxxForce

®

Big Bore

•

EGR strategy execution

•

Establish global presence

–

Mahindra

–

Cat J.V. pending

–

Diesel expansion

–

Commercial bus

•

Military

•

Pension

•

Capital structure

19

Actions in 2009 for 2010 and Beyond

Engine

20

2008

2013

China

India

Russia

North

America

South

America

Other

ROW

South

America

North

America

N.A. Growth

Ford

345,500

Engines

460,000

Engines

North

America

South

America

Ford

400,000

Engines

2003

N.A.

Growth

21

2009 Actions for 2010 and Beyond

Engine Opportunities -

Truck Growth & Niche Segments

22

2009 Actions for 2010 and Beyond

Engine -

Global Diversification & Growth

Truck Growth

•Mahindra International Limited J.V.

•CAT/NAV Global Products J.V.

OEM Growth

•Pickup, SUV & LCV

•Southeast Asia LCV

•Russia LCV & Off-Road

NOTE: CAT J.V. Pending

$ 1 Billion

Global

Growth

North

America

South

America

Truck Growth

Niche

Segments

Leveraging Assets and Controlling Our

Destiny

23

Typical

Engine

Development

Program

–

5

to

6

years

from

Conception

to

Development

MaxxForce

®

11/13

MaxxForce

®

15

Same

•

Minimize investment

•

Buy structural items

•

Control –

air, fuel, electronics, and assembly

MaxxForce

®

11/13

MaxxForce

®

15

0%

5%

10%

15%

20%

25%

30%

35%

FY 2007

Retail Share

FY 2008

Retail Share

Q109

Retail Share

Q109

Order Share

24

Combined Class 8*

Retail Market

Share

Order Receipt

Share

Profitable Growth: Class 8

*Excludes U.S. Military shipments

2010 Emission Strategy

Make 2010 Invisible to Our Customer

25

How EGR Technology Works

2010 Emission Strategy

26

The effects of 2010 emissions on the customers

SCR

EGR

•

Hardware

•

Maintenance

•

Handling cautions

•

Distribution

•

Packaging

•

Emissions compliance

•

Controls

•

Nothing new

2010 Emission Strategy

27

Medium Trucks

•

Industry retail sales down 22% 1Q09 over 1Q08

•

1Q09 Navistar retail share down to 30% (from 36%)

•

1Q09 Navistar current order share –

36%

•

Balancing price with market share until 2010 emissions

2010 Emission Strategy

SCR Creates Truck Packaging Challenges

28

Additional Hardware to locate

and mount

Challenge to maintain clear back of cab on

WorkStar/DuraStar –

No space for additional hardware

Wheelbase Impacts

~ 45”

additional length in exhaust system

•

~18”

for Decomposition tube

•

~27”

for SCR Canister

Can not maintain clear back of cab

Severe Service Application

Medium Application

Urea Distribution Infrastructure Status

29

“…

SCR infrastructure development has been rapid

recently...”

Transportation Topics 12/15/2008  

•

500 truck stops will have Diesel Emission Fluid (DEF)

available

–

275 gallon intermediate bulk containers (IBC’s)

“You can make a phone call and get an IBC in

four days”

–

2.5 gallon jugs

•

Web locator available

•

Investment in large containers later

•

There are 35,000 diesel stations in U.S.

Actions in 2009

Expanding Navistar’s Global Footprint

9800

LOADKING/SHERPA

Phase I:  Export opportunities—12,000 units in 2008

Phase II:  Launch Mahindra-Navistar products/production in India in 2009

Phase III:  Expand with Caterpillar into rest of world, including China

30

Mahindra

+

+

NOTE: CAT J.V. Pending

Actions in 2009

Leveraging Our Assets –

Midibus

and Motorcoach

Opportunities

Industry Dynamics

-

Neobus:  2

nd

largest body manufacturer in

Brazil

-

Large market in South America

-

Emerging market in Mexico driven by

government funding

-

Low cost/high quality design capability

-

Long-term potential for U.S. and Canada

31

North America Motorcoach

Midibus

-

Integrated Commercial

Industry Dynamics

-

Growing market

-

U.S. and Canada market: 2,000 annually

-

Current manufacturers niche players

-

Existing distribution

-

Prevailing engines all exiting in 2010

-

Preliminary discussions with #1 carrier

NOTE:

J.V.

Pending

-

MOU

with

San

Marino

(Neobus)

for

integrated

commercial bus body J.V. assembly plant in Mexico

32

Focus is on reducing impact of cyclicality

–

Non-traditional/Expansion markets

–

Grow parts

“Navistar Defense LLC, a unit of

Navistar International Corp. vaulted

into the No. 10 spot, aided by its sales

of mine-resistant, ambush-protected

trucks for the U.S. military.”

Actions in 2009

Navistar-10   Largest Defense Contractor in FY 2008

Source:  Reuters

Mon.

Feb

9

,

2009

th

th

33

Actions in 2009

Truck -

Sustainment/Reset/Remanufacturing

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

In FY2008 we delivered ~ $4 Billion in revenues

Navistar Defense Group

Actions in 2009

FY2009 Global War on Terror (GWOT) Supplemental

34

•

Amount requested for 

remainder of FY09: 

$75.5 billion

•

DoD received $66 billion

in supplemental funds in

the FY09 Appropriation

bill for the first six

months FY09

Under the previous administration, $69.7 billion had been requested for the second half of FY09. This

request has been increased to $75.5 billion under the Obama administration.

Actions in 2009

Truck -

Military Looking Forward

•

Fleet aging faster than planned

•

Recognition of new capabilities and technologies

•

Equipping Iraqi Army as U.S. withdraws is large opportunity

•

Resetting U.S. Fleet as U.S. withdraws is large opportunity

•

Lessons learned from MRAP form basis for new vehicles for new

missions such as those in Afghanistan

•

Rest of world opportunities

•

Navistar Defense has developed unrivaled reputation in U.S.

Armed Forces –

should lead to major new opportunities

35

Military vehicles as an industry is undergoing rapid change;

represents huge opportunity for Navistar Defense

Actions in 2009

Truck -

Other Military Opportunities

•

Foreign military opportunities identified in the following countries:

–

Iraq

–

Netherlands

–

UK

–

Romania

–

Saudi Arabia

–

Australia

–

Canada

–

Poland

–

Turkey

•

Navistar Defense-contract manufacturer (FMTV, MRAP

reset/recap)

•

Niche Products off of existing military platforms

•

Contract logistic support/integrated logistic support revenue

streams

–

Mexico

–

Singapore

–

Taiwan

–

UAE

–

Greece

–

Hungary

–

Croatia

–

Portugal

36

MRAP Wrecker

Actions in 2009

Truck

-

Military UK -

Opportunities

37

TSV -

Tactical Support Vehicle (HUSKY)

•Up to 262 units on initial buy

•To support operations in Afghanistan

•Deliveries scheduled to start second half

of calendar 2009

•Armored 4x4 with PAYLOAD capacity

(3,000 PLUS pounds)

OUVS -

Operational Utility Vehicle System

(~2,000-4,000 units)

•2 categories -

Large and Small

•Navistar Defense down selected in both

•MXT platform similar to TSV above

38

Actions in 2009

Truck -

MRAP All Terrain Vehicle (M-ATV)

•

The U.S. Department of Defense plans to acquire M-ATVs in support of

an approved Joint Urgent Operational Needs Statement (JUONS)

•

The M-ATV will be lighter than current MRAP vehicles and must provide

maximum protection levels while delivering unprecedented off-road

mobility

•

Government will make up to five indefinite delivery/indefinite quantity

(IDIQ) awards

•

Proposal was due 1/12/09

•

Two vehicles were delivered 2/23/09

•

IDIQ award scheduled for 3/23/09

•

Government intends to award ONE vendor May 2009

•

Projected volume 2,080 –

10,000

Sustainment

Matters

39

Actions in 2009

Parts -

Delivery is Just the Beginning

Financial Summary

•

Q1 results and cash flow

–

Liquidity

•

2009 Focus

–

Finance companies

–

Capital structure

–

Pension

40

41

Manufacturing Cash Flow

($ in millions)

Note:  This

slide

contains

non-GAAP

information,

please

see

the

Reg

G

in

appendix

for

detailed

reconciliation

Goal

10/31/2007

10/31/2008

10/31/2009

2008

2009

October 31, 2006

$1,214

October 31, 2007

$722

$722

October 31, 2008

$777

$777

From Operations

($231)

$414

+++

($115)

($122)

Dividends from NFC

$400

$15

n/a

$15

$0

From Investing / (Cap Ex)

($70)

($216)

-

-

($29)

($219)

Marketable Securities

($130)

($4)

$2

$15

$147

From Financing / (Debt Paydown)

($480)

($133)

-

($77)

$1

Exchange Rate Effect

$19

($21)

n/a

$2

($2)

October 31, 2007

$722

October 31, 2008

$777

$533

October 31, 2009

$775 -

$875

$582

1

Cash = Cash, Cash Equivalents and Marketable Securities

Jan. 31

Beginning

Mfg.

Cash

Balance

Approximate

Cash

Flows:

Ending

Mfg.

Cash

Balance:

1

1

42

NFC Liquidity Remains Strong

•

NFC

has

total

available

undrawn

committed

funding

of

approximately

at

1/31/2009

•

We expect NFC profitability to rebound in 2009

–

Margins

improving

–

finance

competitors

on

sidelines/not

aggressive

–

Portfolio quality stabilizing

–

Impact of derivative accounting lower in FY2009

•

NFC retail activity primarily funded by facilities that do not require refinancing until 2010

–

NFC has continued to obtain access to bank conduit markets to fund retail note acquisitions

–

Over $1.2B in retail notes have been sold and securitized since the subprime issues began to impact

the asset securitization market

–

Serviced receivables balances tracking to truck market trough

–

Truck financing is available for quality credits, especially conquest accounts

Retail Notes

Bank Revolver

•

$500 million revolving

warehouse (TRIP)

–

Acquired notes sold into TRIP

–

TRIP warehouses, then

securitizes via bank conduits

•

TRIP terms

–

Matures June 2010

On-balance sheet

•

$1.4B facility

–

Initial funding of retail

note acquisitions

–

Also funds

dealer/customer

open accounts

•

Revolver terms

–

Matures July 2010

On-balance sheet

Dealer Floor Plan (DFP)

•

Current situation

–

~$1B funding facility

(NFSC)

–

Available $290 million

•

NFSC terms

–

Bank conduit portion 

(VFC) renewed October

2008

–

Public portion matures

February 2010

Off-balance sheet

$1 billion

43

2009 Actions for 2010 and Beyond

Pension

&

Capital

Structure

–

Next

Steps

•

Pension

–

Expense-2009 Consistent with guidance

–

Funding-2009 is $40 million; 2010-Need to assess impacts on returns

•

Navistar Financial Corporation (NFC)

–

Approximately $1.0 billion as of 1/31/09 –

Good liquidity through 2009

–

Focus on improving leverage in 2009

–

Working with our relationship banks toward late 2009/early 2010 revolver renewal

($1.4 B)

•

Manufacturing company

–

Long term capital structure in place until 2012

–

Libor based low rate environment

–

$340M unutilized committed credit facilities

We have sufficient liquidity/borrowing capacity to execute our strategies

44

Summary

–

Controlling

Our

Destiny

•

2009 will be a strong year for Navistar despite a weak U.S.

and Canadian industry

•

Sustainability actions in place for 2009, 2010 and beyond

–

Great Products

–

Competitive Cost Structure

–

Profitable Growth

•

2010 Actions

–

Industry

–

Global Opportunities

–

Pension

–

Revenue

–

EPS

45

Appendix

46

2009 Guidance without Ford settlement*

($ Millions (excluding EPS))

Truck Industry Units

210K

to

225K

Revenue

$13,500

to

$14,000

Mfg. Segment Profit

$1,000

to

$1,050

Below the line items

~$(590)

Profit Before Tax

$410

to

$460

Net Income

$370

to

$410

EPS

$5.10

to

$5.60

# of shares

~73M

Guidance

*This

slide

contains

non-GAAP

information,

please

see

the

Reg

G

in

appendix

for

detailed

reconciliation

Market Share –

U.S. & Canada School Bus

and Class 6-8

47

Navistar

1st Q

2nd Q

3rd Q

4th Q

Full Year

1st Q

2nd Q

3rd Q

4th Q

Full Year

1st Q

2nd Q

3rd Q

4th Q

YTD JAN

Bus (School)

60%

60%

59%

59%

60%

57%

57%

48%

58%

55%

56%

NA

NA

NA

56%

Medium (Class 6-7)

37%

34%

34%

37%

36%

34%

35%

39%

36%

36%

30%

NA

NA

NA

30%

Heavy (LH & RH)

16%

12%

15%

17%

15%

16%

15%

19%

25%

19%

24%

NA

NA

NA

24%

Severe Service

24%

28%

26%

32%

27%

35%

36%

34%

41%

37%

45%

NA

NA

NA

45%

Combined Class 8

18%

17%

19%

22%

19%

23%

23%

25%

30%

25%

31%

NA

NA

NA

31%

Combined Market Share

25%

25%

27%

31%

27%

29%

29%

30%

35%

31%

33%

NA

NA

NA

33%

Navistar

1st Q

2nd Q

3rd Q

4th Q

Full Year

1st Q

2nd Q

3rd Q

4th Q

Full Year

1st Q

2nd Q

3rd Q

4th Q

YTD JAN

Bus (School)

60%

60%

59%

59%

60%

57%

57%

48%

58%

55%

56%

NA

NA

NA

56%

Medium (Class 6-7)

37%

34%

34%

37%

36%

34%

35%

39%

36%

36%

30%

NA

NA

NA

30%

Heavy (LH & RH)

16%

12%

15%

17%

15%

16%

15%

19%

25%

19%

24%

NA

NA

NA

24%

Severe Service

23%

26%

24%

28%

25%

28%

26%

26%

29%

27%

32%

NA

NA

NA

32%

Combined Class 8

18%

16%

19%

21%

18%

20%

19%

21%

26%

22%

26%

NA

NA

NA

26%

Combined Market Share

25%

25%

27%

31%

26%

27%

27%

28%

33%

29%

30%

NA

NA

NA

30%

Market Share -

US & Canada School Bus and Class 6-8

2007

2008

2007

2008

2009

2009

48

Truck Shipments

Note:  Information shown below is based on Navistar’s fiscal year

Fiscal Year 2007

1Q07

2Q07

3Q07

4Q07

Full Year 2007

BUS

3,400

4,100

3,200

3,900

14,600

MEDIUM

9,700

6,800

5,600

6,600

28,700

HEAVY

7,000

4,500

2,600

3,300

17,400

SEVERE

3,900

3,300

3,500

3,700

14,400

TOTAL

24,000

18,700

14,900

17,500

75,100

MILITARY (U.S. & Foreign)

600

900

700

1,000

3,200

EXPANSIONARY

9,100

8,700

9,000

8,500

35,300

WORLD WIDE TRUCK

33,700

28,300

24,600

27,000

113,600

Fiscal year 2008

1Q08

2Q08

3Q08

4Q08

Full Year 2008

BUS

3,100

3,300

2,700

4,400

13,500

MEDIUM

3,700

6,300

5,800

4,500

20,300

HEAVY

2,600

3,900

4,500

7,800

18,800

SEVERE

2,400

3,400

3,400

3,600

12,800

TOTAL

11,800

16,900

16,400

20,300

65,400

MILITARY (U.S. & Foreign)

1,600

2,200

2,300

2,600

8,700

EXPANSIONARY

6,000

8,100

8,400

5,600

28,100

WORLD WIDE TRUCK

19,400

27,200

27,100

28,500

102,200

Fiscal year 2009

1Q09

2Q09

3Q09

4Q09

YTD January

BUS

2,700

NA

NA

NA

2,700

MEDIUM

3,200

NA

NA

NA

3,200

HEAVY

6,100

NA

NA

NA

6,100

SEVERE

2,800

NA

NA

NA

2,800

TOTAL

14,800

NA

NA

NA

14,800

MILITARY (U.S. & Foreign)

2,500

NA

NA

NA

2,500

EXPANSIONARY

2,400

NA

NA

NA

2,400

WORLD WIDE TRUCK

19,700

NA

NA

NA

19,700

49

World Wide Engine Shipments

1st Q

2nd Q

3rd Q

4th Q

Full Year

Ford

60,000

56,200

65,400

53,500

235,100

Other OEM's (All Models)

21,000

26,400

29,100

27,700

104,200

Engine Shipments to Truck Group

23,100

12,100

13,700

16,500

65,400

Total Shipments

104,100

94,700

108,200

97,700

404,700

Navistar

1st Q

2nd Q

3rd Q

4th Q

Full Year

Ford

47,000

55,300

25,200

24,500

152,000

Other OEM's (All Models)

25,900

31,500

35,100

37,400

129,900

Engine Shipments to Truck Group

12,900

15,700

19,000

16,000

63,600

Total Shipments

85,800

102,500

79,300

77,900

345,500

Navistar

1st Q

2nd Q

3rd Q

4th Q

YTD Jan

Ford

14,100

NA

NA

NA

14,100

Other OEM's (All Models)

22,600

NA

NA

NA

22,600

Engine Shipments to Truck Group

14,200

NA

NA

NA

14,200

Total Shipments

50,900

NA

NA

NA

50,900

2008

World Wide Engine Shipments 

2007

2009

Navistar

50

Order Receipts –

U.S. & Canada

Navistar (Order receipt data)

1Q09

1Q08

Bus (School)

3,200

2,300

Medium (Class 6-7)

2,800

5,500

Combined Class 8 (Heavy & Severe Service)

9,000

11,300

Total Navistar

15,000

19,100

Order receipts:  U.S. & Canada (Units)

International

Dealer

Stock

Inventory

(Units)

*

U.S. and Canada Dealer Stock Inventory

51

Lowest point in over 5 years; has been decreasing every month since March 2007

*Includes U.S. and Canada Class 4-8 and school bus inventory, but does not include Workhorse Custom Chassis inventory.

52

Frequently Asked Questions

Q1:

What should we assume as the total on capital expenditures for 2009?

A:

For 2009, excluding our NFC and Dealcor acquisition of vehicles for leasing, we expect our capital

expenditures to be within the $250 million to $350 million range. We continue to fund our strategic

programs.

Q2:

What is in your Dealcor debt? 

A:

Dealcor debt is comprised of wholesale (floor plan) financing and also retail financing on lease and

rental fleets.

Q3:

How many Dealcor dealers did you have as of January 31, 2009?

A:

Of our 291 primary NAFTA dealers, we have ownership interest in 20 Dealcor dealers as of January

31, 2009. We expect to have fewer Dealcor dealers on October 31, 2009. 

Q4:

Have you seen any year-over-year steel, precious metals and resin cost increases in 2009?

A:

Direct material costs have been impacted by industry-wide increases in commodities, which affected

all of our operations excluding financial services.  Costs related to steel, precious metals, resins, and

petroleum products increased by $49 million during the three months ended January 31, 2009, as

compared to an increase of $7 million for the same period in 2008 and a total increase of $96 million

during the twelve months ended October 31, 2008. We expect our direct material costs to subside in

the future as global demands for these commodities decline as a result of the challenging economic

conditions. However, due to the timing of purchases of direct material versus our sales of product to

end customers, we have continued our efforts to reduce costs through a combination of design

changes, material substitution, alternate supplier resourcing, global sourcing, and price performance

to mitigate direct material price increases we have experienced.

53

Frequently Asked Questions

Q5:

What is the status of your hybrid program? 

A:

Navistar is currently in full on-line production of DuraStar™ class 6 & 7 hybrid electric models at our

Springfield Assembly plant. This hybrid product is demonstrating 30-60% improvement in fuel economy

and has been EPA certified to receive tax credits. We have received 500 orders to date and have raised

our production capacity to 5 units a day to meet the increasing demand. In addition we offer a plug in

hybrid IC Bus product. We recently released a new beverage tractor application at 55,000 pounds

GCWR and have added a WorkStar

®

4x4 to our product offerings. 

Beyond our DuraStar™ and WorkStar

®

hybrid electric products, we are continuing to look at and test other

viable platforms such as the delivery of 7 hybrid hydraulic Workhorse package car chassis to UPS. This

system uses hydraulic pressure in lieu of electricity to operate the hybrid system. They are showing

promise of over 50% improvement in fuel economy.

Other hybrid platforms are in development for Class 8 products of the future. The result of this new hybrid

technology will be to substantially improve fuel efficiency and reduce the carbon footprint of our truck and

bus products of today and in the future.

54

Frequently Asked Questions

Q6:

The future of diesel transportation is being impacted by environmental and energy issues such as

fuel efficiency, climate change and clean air. How is Navistar responding to these growing

influences?

A:

Navistar and its production units are fully engaged and are offering solutions on multiple fronts to the

commercial truck industry. Aerodynamic efficiency is the single most important issue to address to

improve

the

fuel

economy

of

on-highway

trucks.

International

®

ProStar

®

is

the

industry's

most aerodynamic

and

fuel

efficient

Class

8

truck.

We

do

extensive

development

in

wind

tunnels

and

work

hard

to

achieve

industry-leading

aero-efficiency.

And

our

recently

introduced

International

®

LoneStar

®

,

the

first ever

owner/operator product that is SmartWay

certified, is setting a whole new standard of aero-efficiency

among premium Class 8 trucks. Another significant reduction in both fuel consumption and emissions can

be

achieved

by

reducing

idle

time

of

on-highway

trucks.

Navistar

will

be

the

first

manufacturer

to

offer

a

fully

integrated

Alternate

Power

Unit

(APU)

when

the

MaxxPower™

APU

is

launched

later

this

year.

The

MaxxPower™

APU

allows

drivers

to

operate

the

truck

HVAC

system

and

other

"hotel"

loads

while

consuming 80% less fuel than idling the main engine. We also believe hybrid technology will be a large

part

of

the

national

response

to

climate

change

and

fuel

use

and

we

are

raising

our

role

as

a

contributor

to

energy efficient transportation solutions in the commercial truck, commercial bus and school bus

businesses. We are leveraging the natural fuel efficiency of diesel engines and vehicles in several key

moves. 

We are building on our record as the leader in Green Diesel Technology, where Navistar set the pace for

the industry in achieving this year’s historically low emission requirements. We have advanced the

standard

of

efficiency

with

our

new

ProStar

®

truck.

And

we

are

well

into

the

important

wave

of

customer

interest in hydraulic and electric hybrids which will have a substantial impact on the reduction in green house

gas emissions.

Navistar was recognized for leadership in the development of hybrid advanced technology in California,

receiving the Blue Sky Award for 2007 from WestStart-CALSTART.

Frequently Asked Questions

55

Q7:

What do you finance at Navistar Finance Corporation (NFC)?

A:

NFC is a commercial financing organization that provides wholesale, retail and lease financing for

sales of new and used trucks sold by the company. NFC also finances the company’s wholesale

accounts and selected retail accounts receivable. Sales of new truck related equipment (including

trailers) of other manufacturers are also financed.

Q8:

What percentage of truck purchases do you fund?

A:

We consistently fund about 95% of floor plan inventory for our dealers in the U.S., and approximately

11% of retail purchases. As the company continues to penetrate and sell trucks to larger fleets, we

would expect that percentage to decrease.

Q9:

When is the next refinancing due at NFC?

A:

All financing facilities have been extended, and we do not need to renew any significant facility until

October 2009.

Q10:

How do you fund retail notes?

A:

The retail notes are primarily funded by a bank revolver and a revolving warehouse facility that we call

TRIP

that

doesn’t

mature

until

2010.

These

notes

are

ultimately

sold

to

either

a

conduit

facility

or

into

a

public securitization.

Q11:

Are there any requirements for NFC leverage?

A:

NFC is compliant with our revolver leverage covenant of 6 to 1. This ratio calculation excludes qualified

retail and lease securitization debt.

Frequently Asked Questions

56

Q12:

How are your securitization rates determined?

A:

Portfolio

performance,

deal

structure

and

market

conditions

affect

pricing.

Also

asset

class,

Retail

versus

Wholesale

versus

Trade

Receivable

would

affect

pricing

as

may

some

structural

elements.

Q13:

What is your funding strategy?

A:

We

use

three

or

four

primary

funding

sources.

For

our

longer

term

retail

truck

notes

that

finance

the

sale of trucks to end customers, we finance those in the term securitization markets either in public

deals or with the banks. We primarily finance our wholesale portfolio in traditional private or public

securitizations. We also have a combination of revolving type facilities that often warehouse assets

until they can be financed permanently.

Q14:

How is your NFC portfolio performing?

A:

The

NFC

portfolio

is

performing

as

we

would

expect

given

the

industry

downturn

and

consistent

with

prior cycles.

The provision for credit losses increased from approximately $20 million in FY2007 to

$32 million in FY2008.

During our first quarter of FY2009, our provision for credit losses was only $4

million. We were beginning to show signs of portfolio improvement toward the end of FY2008; it is

difficult to say how sustainable that will be in the current environment as period-end delinquencies

have increased slightly from October 31, 2008 numbers.

Frequently Asked Questions

57

Q15:

How are your repossessions trending?

A:

Repossessions were slowing down at the end of FY2008, and our rate of repossession significantly declined

in the first quarter of FY2009.

It is too early to tell if the current turmoil in the markets will require increased

repossession activity in the future.

Q16:

How are your dealers doing?

A:

We think our dealers, which have always been one of our strengths, are well positioned. We traditionally

have not had  any significant dealer losses and expect that trend to continue in the future.

Q17:

Are your interest rates going to increase?

A:

Like all lenders, we need to achieve a profitability threshold to ensure our continued access to capital, and

that

means

pricing

our

rates

in

line

with

the

marketplace.

So,

yes,

as

the

cost

of

financing

has

increased

for

all companies, we have passed on some of the cost increase to our dealers and customers.

Q18:

What kind of rates do you charge your dealers and customers?

A:

Generally, our rates vary (those with higher credit risk have always had to pay higher interest rates) and are

usually in line with the market.

Q19:

How

do

you

make

your

credit

decisions?

Do

you

require

a

certain

credit

score?

A:

We factor in a variety of criteria in our credit scoring model such as business model, company history, down

payment, etc.

Q20:

What is your total amount of capacity at NFC?

A:

Total availability in our funding facilities was approximately $1 billion.

Frequently Asked Questions

58

Q21:

Are you able to take advantage of any TALF or TARP money?

A:

Certainly,

we

are

always

looking

for

ways

to

cost-effectively

fund

our

operations.

We

believe

these

programs

in

and

of

themselves

will

positively

impact

the

markets

we’re

in,

regardless

of

whether

we

participate in them, and as a result, positively impact our ability to cost effectively raise capital. As the TALF

program

gets

closer

to

launching,

we

are

hopeful

that

it

will

be

structured

in

a

manner

for

us

to

participate

and benefit from its positive aspects.

Q22:

What is the current timeline for M-ATV (MRAP Light)?

A:

Participants delivered two test vehicles on February 23, 2009. After two of the vehicles have been

evaluated, the government will select five companies by March 23, 2009 to submit a final proposal and

deliver the three final test vehicles. Final award(s) to follow in May 2009.

Q23:

Is the 2009 budget for tactical vehicles approved?

A:

We understand that there is approximately $3.65 billion available in 2009 for tactical wheeled

vehicles.

Typically, truck funding comes out of supplementals.

Q24:

What is the current JLTV timing?

A:

The protest against the selection of three teams for the 27-month technology development phase was

denied. Navistar and BAE will resume work. Following the technology and development phase, there will

be a system development and demonstration phase.

Q25:

Do

you

have

any

military

parts

orders

for

MaxxPro™

DASH?

A:

We

have

received

approximately

$10.4

million

in

parts

orders

for

MaxxPro™

Dash

vehicles.

Frequently Asked Questions

59

Q26:

What is the current funding for MRAP vehicles?

A:

$1.7 billion was provided for MRAP vehicles in June in the FY2008 supplemental. Funding for MRAP

procurement

is

provided

through

emergency

appropriations

bills

as

it

is

considered

high

priority.

The

Department of Defense will present another emergency request to Congress as early as March in order to

fund military operations in Iraq and Afghanistan. In addition, the DOD acquisition chief authorized up to an

additional $100 million for the initial steps of the new MRAP All-Terrain Vehicle (M-ATV) program.

Q27:

What is the current timeline for the OUVS program? How many vehicles are expected?

A:

The U.K. Operational Utility Vehicle Systems (OUVS) will begin testing vehicles in 2009 and is expected to

award contracts in 2011. Current estimates place this opportunity is approximately 2,000 and 4,000 units.

Q28:

What are the 2010 emissions requirements?

A:

The rules allow manufacturers to go to .5 NOx

if they clean up the environment earlier with advanced

technology; manufacturers need to be at .2 NOx

if they choose not to introduce advanced technologies

earlier. 

Q29:

Has the recent tax legislation, The American Recovery and Reinvestment Act of 2009, affected

Navistar?

A:

Two of the business tax incentives have a direct effect on Navistar:

A)  The legislation provides for additional depreciation deductions equal to 50% of the cost of non-real

property fixed assets placed in service during calendar year 2009. 

B)   In lieu of claiming the additional depreciation deductions described in A above, the legislation would

allow Navistar to accelerate the realization of tax credits earned in prior years. 

Navistar has not yet determined which alternative it will select, however, neither alternative will have a

material impact on Navistar’s financial position.

Frequently Asked Questions

60

Q30:

What is your expected 2009 pension and OPEB GAAP expense for 2009?

A:

We anticipate 2009 pension and OPEB GAAP expense of $200-$250 million.

Q31:

What are your expected 2009 and beyond pension funding requirements?

A:

In 2009 we expect to contribute $40 million to meet the minimum required contributions for all pension

plans. 2010 through 2012, current  forecasts indicate that we may need to contribute at least $250 million

per year to our larger U.S. pension plans to satisfy existing funding rules.

61

SEC Regulation G

(Unaudited)

DEBT

YE 2005

YE 2006

YE 2007

YE 2008

2009 -

1Q

(in millions)

Manufacturing operations

January 2007 Loan Facility (Libor + 325 matures January 2012) 

-

$              

-

$              

1,330

$      

1,330

$       

1,330

$           

Bridge Loan Facility (Libor + 500)

-

1,500

-

-

-

Financing arrangements and capital lease obligations 

408

401

369

306

297

6.25% Senior Notes

400

-

-

-

-

9.375% Senior Notes

393

-

-

-

-

7.5% Senior Notes, due 2011

249

15

15

15

15

Majority owned dealership debt

245

484

267

157

164

4.75% Subordinated Exchangeable Notes, due 2009

202

1

1

1

1

2.5% Senior Convertible Notes

190

-

-

-

-

9.95% Senior Notes, due 2011

13

11

8

6

5

Other

24

60

39

19

17

Total manufacturing operations debt

2,124

(Audited)

2,472

2,029

1,834

1,829

Financial services operations  

Borrowing secured by asset-backed securities, at variable rates, due serially through 2015

2,779

$      

3,104

$      

2,748

$      

2,076

$       

1,747

$           

Bank

revolvers,

at

fixed

and

variable

rates,

due

dates

from

2009

through

2013

838

1,426

1,354

1,370

1,129

Revolving retail warehouse facility, at variable rates, due 2010

500

500

500

500

500

Commercial Paper, at variable rates, due 2010

-

28

117

162

65

Borrowing secured by operating and finance leases, at various rate, due serially through 2015

148

116

133

132

135

Total financial services operations debt

4,265

$      

5,174

$      

4,852

$      

4,240

$       

3,576

$           

(Unaudited)

Cash & Cash Equivalents

YE 2005

YE 2006

YE 2007

YE 2008

2009 -

1Q

Manufacturing non-GAAP (Unaudited)

776

$         

1,078

$      

716

$         

775

$          

433

$              

Financial Services non-GAAP (Unaudited)

53

79

61

86

64

Consolidated US GAAP (Audited)

829

$         

1,157

$      

777

$         

861

$          

497

$              

Manufacturing Cash & Cash Equivalents non-GAAP (Unaudited)

776

$         

1,078

$      

716

$         

775

$          

433

$              

Manufacturing Marketable Securities non-GAAP (Unaudited)

91

136

6

2

149

Manufacturing Cash, Cash Equivalents & Marketable Securities non-GAAP (Unaudited)

867

$         

1,214

$      

722

$         

777

$          

582

$              

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.

62

SEC Regulation G

FY 2006

FY 2007

FY 2008

1Q07

1Q08

As

Reported

As

Reported

As

Reported

Estimated

As

Reported

As

Reported

Non GAAP

As

Reported

Ford

Settlement

Impacts

Without

Ford

Settlement

Ford

Settlement

Impacts

With

Ford

Settlement

U.S. and Canada industry

210K

225K

210K

225K

($Billions)

($Billions)

($Billions)

($Billions)

($Billions)

($Billions)

($Billions)

Sales and revenues, net

$14.2

$12.3

$14.7

$13.5

$14.0

$13.5

$14.0

$3.1

$3.0

$3.0

$3.0

($Millions)

($Millions)

($Millions)

($Millions)

($Millions)

($Millions)

($Millions)

($Millions)

($Millions)

Manufacturing segment profit

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

$838

$426

$1,114

$1,000

$1,050

$1,000

$1,050

$114

$92

$211

$211

Asset impairment, Ford settlement, & related charges

NA

NA

($395)

$200

NA

NA

NA

$196

$196

Manufacturing segment profit

$838

$426

$719

$1,000

$1,050

$200

$1,200

$1,250

$114

$92

$211

$196

$407

Below the line items

($443)

($499)

($528)

($20)

($89)

($146)

($174)

($6)

($180)

Income (Loss)

before income tax*

$395

($73)

$191

$410

$460

$180

$590

$640

$25

($54)

$37

$190

$227

Income tax benefit (expense)

($94)

($47)

($57)

($40)

($50)

($4)

($40)

($50)

($13)

($11)

$11

($4)

$7

Net income (loss)

$301

($120)

$134

$370

$410

$176

$550

$590

$12

($65)

$48

$186

$234

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

$4.12

($1.70)

$1.82

$5.10

$5.60

2.45

$       

$7.55

$8.05

$0.17

($0.92)

$0.67

$2.60

$3.27

Weighted average shares outstanding: diluted

74.5M

70.3M

73.2M

~73M

70.9M

70.3M

71.6M

71.6M

71.6M

Memo -

professional fees included in below the line items

($70)

($224)

($154)

($40)

($30)

($40)

($30)

($44)

($63)

($15)

($15)

*Note:

FY

2009

full

year

goal

estimates

are

rounded

to

the

nearest

$10 million

($Billions)

($Billions)

FY 2009

1Q09

Non GAAP

Goal

Goal

Without

Ford

Settlement

($Millions)

($Millions)

With

Ford

Settlement

~73M

~73M

NA

~$200

~($590)

~($610)

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.

63

SEC Regulation G

U.S. and Canada industry

210K

225K

Sales and revenues, net

$13.5

$14.0

Manufacturing segment profit

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

$575

$650

Asset impairment, Ford settlement, & related charges

Manufacturing segment profit

$575

$650

Below the line items

($500)

($330)

Income (Loss) before income tax*

$1,100

$1,270

($15)

$60

Income tax benefit (expense)

$1

($6)

Net income (loss)

($14)

$54

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

($0.19)

$0.74

Weighted average shares outstanding: diluted

Memo -

professional fees included in below the line items

($30)

($20)

($40)

($30)

Original Target @

414.5K Industry

$1,600

Target @

Current Industry

414.5K

($Billions)

($Billions)

FY 2009

Prior Guidance on $1.6B Mfg Segment Profit Line

$15+

($Millions)

($Millions)

~73M

NA

NA

$1,600

~($590)

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.