UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Navistar International Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63934E108
(CUSIP Number)
December 30, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 63934E108 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
5,266,460
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
6,667,650
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,667,650 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 63934E108 Page 2 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital International Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
5 SOLE VOTING POWER
3,694,120
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
4,590,720
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,590,720 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP: 63934E108 Page 3 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 5
Item 1(a) Name of Issuer:
Navistar International Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
4201 Winfield Road
P.O. Box 1488
Warrenville, IL 60555
Item 2(a) Name of Person(s) Filing:
Capital Group International, Inc. and Capital International
Limited
Item 2(b) Address of Principal Business Office or, if none,
Residence:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
63934E108
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
See pages 2 and 3
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 63934E108 Page 4 of 7
Capital Group International, Inc. ("CGII") is the parent
holding company of a group of investment management companies
that hold investment power and, in some cases, voting power
over the securities reported in this Schedule 13G. The
investment management companies, which include a "bank" as
defined in Section 3(a)(6) of the Securities Exchange Act of
1934 (the "Act") and several investment advisers registered
under Section 203 of the Investment Advisers Act of 1940,
provide investment advisory and management services for their
respective clients which include registered investment
companies and institutional accounts. CGII does not have
investment power or voting power over any of the securities
reported herein. However, by virtue of Rule 13d-3 under the
Act, CGII may be deemed to "beneficially own" 6,667,650 shares
or 9.5% of the 70,278,190 shares of Common Stock believed to
be outstanding.
Capital International Limited is deemed to be the beneficial
owner of 4,590,720 shares or 6.5% of the 70,278,190 shares of
Common Stock believed to be outstanding as a result of its
serving as the investment manager of various institutional
accounts.
Shares reported by Capital Group International, Inc., include
171,190 shares resulting from the assumed conversion of
$5,942,000 principal amount of 2.50% Convertible Notes due
12/15/2007.
Item 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
1. Capital Guardian Trust Company (CGTC)
2. Capital International Limited (CIL)
3. Capital International S.A. (CISA)
4. Capital International Research and Management, Inc. dba
Capital International, Inc. (CII)
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
CUSIP: 63934E108 Page 5 of 7
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 1, 2006
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
Date: February 1, 2006
Signature: *David I. Fisher
Name/Title: David I. Fisher, Vice Chairman
Capital International Limited
*By /s/ Kenneth R. Gorvetzian
Kenneth R. Gorvetzian
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 30,
2003 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by Capital Group
International, Inc. on February 10, 2003 with respect to
Acclaim Entertainment Inc.
CUSIP: 63934E108 Page 6 of 7
AGREEMENT
Los Angeles, CA
February 1, 2006
Capital Group International, Inc. ("CGII") and Capital International
Limited ("CIL") hereby agree to file a joint statement on Schedule 13G
under the Securities Exchange Act of 1934 (the "Act") in connection
with their beneficial ownership of Common Stock issued by Navistar
International Corporation.
CGII and CIL state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII and CIL are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Group International,
Inc.
CAPITAL INTERNATIONAL LIMITED
BY: *David I. Fisher
David I. Fisher, Vice Chairman
Capital International Limited
*By /s/ Kenneth R. Gorvetzian
Kenneth R. Gorvetzian
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 30, 2003
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Group International, Inc. on
February 10, 2003 with respect to Acclaim Entertainment Inc.
CUSIP: 63934E108 Page 7 of 7