NAVISTAR INTERNATIONAL CORP

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1 NAVISTAR INTERNATIONAL CORP FORM 8-K (Unscheduled Material Events) Filed 12/6/2004 For Period Ending 12/6/2004 Address 4201 WINFIELD ROAD WARRENVILLE, Illinois Telephone CIK Industry Auto & Truck Manufacturers Sector Consumer Cyclical Fiscal Year 10/31

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2004 NAVISTAR INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S. Employer Identification No.) 4201 Winfield Road, P.O. Box 1488, Warrenville, Illinois (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (630) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

3 PAGE 2 ITEM ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Servicios Financieros Navistar, S. A. de C. V., Sociedad Financiera de Objeto Limitado, a wholly owned subsidiary of the Registrant, entered into a trust agreement with Banco J.P. Morgan, S.A., Instituti ó n de Banca M ú ltiple, J. P. Morgan Grupo Financiero, Divisi ó n Fiduciaria as trustee (the "Trustee"), for purposes of creating irrevocable trust No. F/00098 (the "Trust"), in accordance with which, on December 3, 2004, the Trust issued and placed in the Mexican Stock Exchange, Certificados Burs á tiles, Serie A ( "Notes"), having an aggregate original principal amount of $516,000, Mexican Pesos, under the revolving securitization program authorized by the Mexican National Banking and Securities Commission in an aggregate amount of $1,100, Mexican Pesos. ITEM RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 6, 2004, the Registrant issued a press release, which is attached as Exhibit 99.1 to this Report and incorporated by reference herein, to report expected fourth quarter and full-year 2004 results and to give its earnings outlook and other guidance for fiscal year The Registrant also announced in that news release that its finance subsidiary, Navistar Financial Corporation, will adjust its income for the periods , and as a result of such adjustment, it is possible that the Registrant may restate its financial statements. The information in this Current Report on Form 8-K, including Exhibit No and 99.2 hereto, are deemed filed for purposes of the Securities Exchange Act of 1934, as amended. ITEM OTHER EVENTS On December 6, 2004, the Registrant issued a press release, which is attached as Exhibit 99.2 to this Report and incorporated by reference herein, to announce that its operating company, International Truck and Engine Corporation, signed a collaboration pact with a German truck and engine manufacturer. ITEM FINANCIAL STATEMENTS AND EXHIBITS The following Exhibits are deemed to be filed under the Securities Exchange Act of 1934, as amended. Exhibits Exhibit No. Description Page 99.1 Press Release dated December 6, 2004 E Press Release dated December 6, 2004 E-4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NAVISTAR INTERNATIONAL CORPORATION Registrant

4 Date: December 6, 2004 /s/mark T. Schwetschenau Mark T. Schwetschenau Senior Vice President and Controller (Principal Accounting Officer) Exhibit 99.1 NAVISTAR 4TH QUARTER PROFITS EXPECTED TO BE RECORD AS FULL-YEAR RESULTS SHOULD TOP GUIDANCE; BOLD GOALS STRATEGY EXPECTED TO PRODUCE ANNUAL EARNINGS 0F $1 BILLION BY Guidance Set At $4.60 To $5.00 Per Share; Industry Demand Seen As Firm WARRENVILLE, Ill. - December 6, Navistar International Corporation (NYSE: NAV), the nation s largest combined commercial truck and mid-range diesel engine producer, today reported that fourth quarter earnings should be the highest for any quarter in company history as it returned to full-year profitability for the first time since Final 2004 results are expected to be available prior to filing of the company s Form 10-K report in the first week of January. Earnings for the fourth quarter are expected to be at least $148 million, equal to $1.88 per diluted common share. At that level, fourth quarter earnings would equal the record $148 million reported in the fourth quarter of In the fourth quarter a year ago, the company earned $77 million or $1.00 per diluted common share, which included a benefit of $0.28 per diluted common share from adjustment of restructuring charges. Consolidated sales and revenues for the fourth quarter of fiscal 2004 are expected to total $3.0 billion, compared with $2.0 billion a year earlier. Final 2004 financial results are pending the outcome of an anticipated adjustment from the application of certain accounting standards at the company s finance subsidiary. When completed, the adjustments are expected to result in a positive earnings impact. Daniel C. Ustian, Navistar chairman, president and chief executive officer, said that fourth quarter results will reflect improvement in the company s cost structure, including significant reductions in the number of hours per unit required to produce trucks and engines at the company s manufacturing plants. Engine shipments were at record levels and the company s truck and engine parts business recorded its 13 th consecutive year of record sales with the highest annual percentage gain in history. "We delivered on our commitments with great products and a more competitive cost structure while laying the groundwork for substantial growth," Ustian said. Excluding any positive impact from the anticipated adjustment, fourth quarter results are expected to raise earnings for the full year to at least $236 million, or $3.07 per diluted common share, compared with a net loss of $18 million, equal to ($0.27) per diluted common share in fiscal In August, Navistar said that earnings for fiscal 2004 would be $2.95 or more per diluted common share. Sales and revenues for the year ended October 31, 2004, are expected to total $9.6 billion, up from $7.3 billion a year earlier, marking the first time in the company s history that sales and revenues topped $9 billion. Ustian will tell security analysts later today that Navistar is on track to "create a new reality" in the next five years and expects to become a consistently and solidly profitable $15 billion company. The goal is to achieve 10 percent pretax margins in all business units and produce $1 billion in annual net income. "We are driving beyond our traditional markets with new ideas that build on our competencies and proactively address major areas of customer needs," Ustian said. "We plan to take full advantage of our integrated products, our reputation as the engine supplier of choice, our extensive parts and service business and our broad range of finance offerings." E-1

5 Exhibit 99.1 (continued) Based on the current outlook, Ustian said that earnings in 2005 should be in the range of at least $4.60 to $5.00 per diluted common share. The 2005 guidance includes the assumption of a $65 million tax rate benefit. Earnings for the three months ending January 31, 2005 will be impacted by the traditional holiday shutdown at the company s manufacturing plants and should be in the area of $0.20 to $0.25 per diluted common share. Ustian is scheduled to speak to more than 150 security analysts and investors beginning at 1:00 p.m. EST today at the Grand Hyatt Hotel in midtown Manhattan, New York City. A live web cast of the meeting discussing 2004 operating results and 2005 and beyond strategies can be accessed through the company s web site at and connecting to the web cast link. Ustian said major accomplishments during fiscal 2004 included: The truck group delivered on its commitment to improve its competitive cost structure by reducing production costs by $1,600 per vehicle. The group ended fiscal 2004 with strong momentum as heavy truck market share climbed to 19 percent in October and averaged more than 17 percent market share for the full year, an increase of 3 percentage points over 2003 and the highest level since Bus body share for the year totaled a record 53 percent, an increase of 11 percentage points over Engine shipments increased to a record 433,000 units, up from 396,000 units a year earlier. The launch of the latest version of the 6- liter V8 engine in Ford heavy-duty pickup trucks was successful and Ford s dieselization rate in heavy-duty pickup trucks is running at nearly 70 percent. The cost to develop emissions compliant engines impacted engine group margins and the group has initiated new cost- reduction programs. Manufacturing gross margins for the year will be in the area of 13.8 percent compared with 12.3 percent a year earlier. Margins were impacted by warranty costs associated with the 6-liter V8 engines produced in early 2003 and the cost of in-the-field corrections to assure truck and engine product quality. "Improved manufacturing quality is a top priority and in 2004 we invested in warranty expense in order to exceed customer requirements and create long-term value," Ustian said. "While we paid a short-term price, we believe it will pay off in the long run through satisfied and repeat costumers." Navistar is forecasting United States and Canadian total truck industry retail sales volume for Class 6-8 and school buses in fiscal 2005 at 389,500 units, up 13 percent from the 345,000 units sold by the industry in fiscal Demand for Class 8 trucks is expected to increase 19 percent to 262,000 units from 220,000 units, while demand for Class 6-7 medium trucks is estimated unchanged at 100,000 units. School bus demand is forecast at 27,500 units, up from 26,200 units in Ustian said that the company s forecast for 2005 retail commercial truck sales volume is lower than that forecast by some other sources, but noted that the company is historically conservative in its outlook. The company s trucks and buses are sold under the International and IC brands. Worldwide shipments in fiscal 2004 totaled 112,000 trucks and buses, of which 45,500 were medium trucks, primarily Class 6-7; 19,000 were school buses; and 47,500 were heavy and severe service trucks (Class 8). Shipments in 2003 consisted of 84,600 trucks and buses, of which 34,900 were medium trucks, 21,400 were school buses and 28,300 were heavy and severe service trucks. The company s overall combined market share in the United States and Canada in 2004 totaled 28 percent, approximately the same as a year earlier. E-2 Exhibit 99.1 (continued)

6 It is anticipated that the re-interpretation of securitization accounting at Navistar Financial Corporation, the company s finance subsidiary, will cause Navistar Financial to adjust its income for the periods The company believes that the anticipated, positive adjustment to net income is likely to be immaterial to the parent company s financial statements. The adjustment will change certain aspects of the accounting associated with Navistar Financial s retail note securitization program. Navistar Financial intends to adjust the comparative periods 2002 and 2003 for its income statement, and the 2003 balance sheet in its 2004 Form 10-K. As a result of Navistar Financial s planned adjustment, it is possible that Navistar International Corporation may restate its financial statements. Navistar International Corporation (NYSE: NAV) is the parent company of International Truck and Engine Corporation. The company produces International brand commercial trucks, mid-range diesel engines and IC brand school buses and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. With the broadest distribution network in North America, the company also provides financing for customers and dealers. Additionally, through a joint venture with Ford Motor Company, the company builds medium commercial trucks and sells truck and diesel engine service parts. Additional information is available at Forward-Looking Statements Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of Such forward-looking statements only speak as of the date of this news release and we assume no obligation to update the information included in this news release. 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. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. For a further description of these factors, see Exhibit 99.1 to our Form 10-K for the fiscal year ended October 31, E-3 NAVISTAR S OPERATING COMPANY SIGNS COLLABORATION PACT WITH GERMAN TRUCK AND ENGINE MANUFACTURER Product Design, Development, Sourcing And Manufacturing Involved Exhibit 99.2 WARRENVILLE, Ill. - December 6, Navistar International Corporation (NYSE:NAV) and MAN Nutzfahrzeuge AG of Munich, Germany announced today that they have signed a strategic agreement to collaborate on design, development, sourcing and manufacturing of components and systems for commercial trucks, including a range of diesel engines. Navistar s operating company, International Truck and Engine Corporation, and MAN are both leaders in the truck, bus and diesel engine business in their respective geographic markets; MAN in Europe and International in North and South America. Daniel C. Ustian, Navistar chairman, president and chief executive officer, noted that both International and MAN have extensive experience and expertise and seek to benefit from each other s technologies and combined volumes for economies of scale. "This agreement is one of a number of opportunities we are exploring for strategic growth in order to achieve long-term success and to meet our goal of reaching $15 billion in revenues and commensurate returns by the end of the current business cycle," Ustian said. Jack Allen, president of International s Engine Group, said both companies have agreed to not comment on any specific components or applications at this time for competitive reasons. "We have a strategic collaboration agreement with MAN and we are exploring a number of opportunities to expand our International engine product line and to offer the value of integrated products for our customers," Allen explained. "We see potential opportunities as we collaborate on design, development, sourcing and manufacturing of components and systems." Hakan Samuelsson, CEO of MAN commented, "With this alliance we aim to reach world class volumes for systems and heavy truck engines, giving us considerable synergies, economies of scale and flexibility in supplying plants."

7 Navistar International Corporation is the parent company of International Truck and Engine Corporation, the nation s largest combined commercial truck, school bus and mid-range diesel engine producer. The company produces International brand commercial trucks, midrange diesel engines and IC brand school buses and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. With the broadest distribution network in North America, the company also provides financing for customers and dealers. Additionally, through a joint venture with Ford Motor Company, the company builds medium commercial trucks and sells truck and diesel engine service parts. Additional information is available at MAN Nutzfahrzeuge is the largest company in the MAN Group and one of the leading international manufacturers of commercial vehicles. In fiscal year 2003, the company with its 34,000 employees generated a sales revenue of $8.9 billion [ 6.7 billion] with sales of 56,000 trucks and 6,300 buses. E-4 End of Filing 2005 EDGAR Online, Inc.

OSHKOSH CORP FORM 8-K. (Current report filing) Filed 06/24/02 for the Period Ending 06/24/02

OSHKOSH CORP FORM 8-K. (Current report filing) Filed 06/24/02 for the Period Ending 06/24/02 OSHKOSH CORP FORM 8-K (Current report filing) Filed 06/24/02 for the Period Ending 06/24/02 Address 2307 OREGON ST P O BOX 2566 OSHKOSH, WI 54903 Telephone 920 235 9151 CIK 0000775158 Symbol OSK SIC Code