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Carl C. Icahn Issues Open Letter To Shareholders Of Navistar International Corporation

NEW YORK, Sept. 11, 2012 /PRNewswire/ -- Carl C. Icahn today issued the following letter to the shareholders of Navistar International Corporation (NYSE: NAV):

Dear Fellow Navistar Shareholders:

In its September 10 press release the Navistar Board dismissed my September 9 letter as "threats, attacks and disruption rather than continuing constructive engagement."  As that Board is well aware, I have a $330.9 million investment in Navistar, a company with a market capitalization that has fallen from just under $3.5 billion to $1.7 billion in the past 12 months.  The top four holders alone own approximately 56% of Navistar stock.  Meanwhile, total ownership of the Board and management is less than 1.5%, nearly all of which has been granted to them by Navistar (in other words by you and me) -- they have no skin in the game.  I have a message for the Navistar Board: My comments are not threats, they are demands that I take very seriously in light of my substantial investment, and as should you, in light of your fiduciary obligations.

Sadly, the comments made by the Navistar Board of Directors in their September 10 press release were not surprising to me.  Their comments were, in my opinion, nothing but a jumble of legal jargon about taking their "fiduciary duties very seriously"; half-baked promises regarding "new leadership," a weak attempt to take credit for giving up on their prior emissions strategy, as though shareholders should be thankful that they only spent three years in the EGR quagmire, and blatant falsehoods as to their supposed "ongoing dialogues with shareholders."  All of this nonsense is totally consistent with the non-productive run around that has been emblematic of my relationship with this Board, whose concept of "dialogue," in my opinion, amounts to dogmatic, inflexible mantras, rather than the actual exchange of ideas in an effort to reach a mutual understanding for the betterment of Navistar and its owners.  In fact, on September 6, 2012, the new Navistar Chairman, Lewis Campbell admitted that he has made no attempt to discuss any of these matters with us or other shareholders.  When asked if he had discussions with any large shareholders Mr. Campbell made the following astonishing statement:

"Well I have not had any conversations with them…I will say this though, look there isn't anything I can think of anybody outside would want to do that we're not doing…. I don't know maybe you guys can tell us the things you'd like to see us do differently but I don't know what else we could be doing."

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