* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between Volkswagen Truck & Bus GmbH and the Company.

** Based on 98,109,615 shares of Common Stock outstanding as of February 28, 2017, as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended January 31, 2017.

* Represents 16,242,012 newly issued shares of common stock, par value $0.10 per share (“Common Stock”) of Navistar International Corporation (the “Company”) pursuant to the Stock Purchase Agreement, dated as of September 5, 2016, between Volkswagen Truck & Bus GmbH and the Company (the “Purchase Agreement”).

** Based on 98,109,615 shares of Common Stock outstanding as of February 28, 2017, as reported by the Company in its quarterly report on Form 10-Q for the quarterly period ended January 31, 2017.

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the issued and outstanding shares of common stock, par value $0.10 per share (the “Common Stock”), of Navistar International Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2701 Navistar Drive, Lisle, Illinois 60532.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

The purchase price for the Common Stock was $255,974,109.12, or $15.76 per share of common stock. Such price was funded by Volkswagen to VW T&B through internally generated funds.

Item 4. Purpose of Transaction

VW T&B acquired the Common Stock pursuant to the Stock Purchase Agreement, dated September 5, 2016, between VW T&B and the Issuer (the “Purchase Agreement”) for investment purposes and in connection with the formation of a strategic alliance between VW T&B and the Issuer. In addition to the Purchase Agreement, VW T&B

and Navistar, Inc., a wholly owned subsidiary of the Issuer (“Navistar, Inc.”), entered into framework agreements dated September 5, 2016 establishing the intent to enter into agreements in connection with the closing of the Purchase Agreement for supply cooperation and strategic technology collaboration. Various of these agreements have been entered into, including the procurement joint venture that will source parts for VW T&B and Navistar and will provide each with greater global scope and scale, and the technology sharing and supply agreement that will offer synergies and the sharing of costs associated with future vehicle development.

In connection with entry into the Purchase Agreement, VW T&B and Navistar also entered into a Stockholder Agreement, dated September 5, 2016 (the “Stockholder Agreement”) which provides that, as of the closing date of the Purchase Agreement, VW T&B will designate two people who are approved by the Issuer to be appointed to the Issuer’s board of directors (the “Board”). Following the initial appointment, the Issuer must designate for nomination to the Board at its annual meeting and use commercially reasonable efforts to cause the election of two persons nominated by VW T&B for so long as VW T&B together with the controlled affiliates of Volkswagen (“controlled affiliates”) hold at least 12% of the outstanding common shares of the Issuer and one person nominated by VW T&B for so long as VW T&B and the controlled affiliates hold at least 7% of the outstanding common shares (the “7% Threshold”). VW T&B loses the right to designate any nominees to the Board once it, together with the controlled affiliates, falls below the 7% threshold. The VW T&B nominees must resign from the Board upon the earlier to occur of (i) VW T&B and the controlled affiliates collectively owning less than 5% of the outstanding common stock (the “5% Threshold”) and (ii) a Commercial Termination Event. A “Commercial Termination Event” occurs if all of the individual contracts previously executed by Navistar, Inc. and VW T&B as contemplated by the License and Supply Framework Agreement, dated September 5, 2016, between VW T&B and Navistar, Inc., have subsequently been terminated by VW T&B for a change of control of the Issuer or for convenience or by the Issuer for a material breach by VW T&B. The information in Item 6 regarding the Stockholder Agreement is incorporated herein by reference.

Except as set forth in this Statement none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

The Reporting Persons intend to continuously review the investment in the Issuer, and may in the future determine (subject to the terms of the Section 203 Agreement (as defined in Item 6) and Stockholder Agreement, to the extent applicable) (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them (iii) to undertake an extraordinary corporate transaction such as a tender offer or exchange offer for some or all of the shares of Common Stock not held by the Reporting Persons or a merger, acquisition, consolidation or other business combination or reorganization involving the Issuer or (iv) to take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Notwithstanding the above, any course of action taken by the Reporting Persons will be subject to the restrictions described in Item 6 of this Statement.

Item 5. Interest in Securities of the Issuer

(a)       The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons as set forth in rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are each the beneficial owners of 16,242,012 shares of Common Stock, which represents 16.6% of the shares of Common Stock outstanding based on 98,109,615 shares of Common Stock outstanding as of February 28, 2017 (as reported on the Form 10-Q for the quarterly period ended January 31, 2017). Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best of their knowledge, any persons named in Schedule A hereto owns beneficially any shares of Common Stock.

(b)       VW T&B has sole power to vote and dispose of 16,242,012 shares of Common Stock. Volkswagen has shared power to vote and to dispose of 16,242,012 shares of Common Stock.

(c)       During the last sixty (60) days, the only transaction in the Common Stock by the Reporting Persons was the purchase of 16,242,012 shares of Common Stock at $15.76 per share by VW T&B pursuant to the Purchase Agreement, which sale closed on February 28, 2017.

(d)       No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Issuer’s securities beneficially owned by the Reporting Persons.

(e)       Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Stock Purchase Agreement

The information in Item 4 regarding the Purchase Agreement is incorporated herein by reference. The Purchase Agreement contains certain customary representations and warranties of the Issuer relating to its business and public filings, and certain customary representations and warranties of VW T&B relating to its capacity to consummate the transactions contemplated by the Purchase Agreement. The Purchase Agreement also contains indemnification for breaches of representations and warranties as of signing and closing and breaches of covenants. The indemnification for breaches of representations and warranties (other than fundamental representations) is capped at $51.2 million and the indemnifying party will not be liable until the aggregate amount of damages incurred exceeds $5.1 million on claims for breaches of representations. The indemnity for non-fundamental representations and covenants survives for one year after the closing of the transaction and fundamental representations survive indefinitely.

References to and the description of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 3 and is incorporated herein by reference.

Stockholder Agreement

The information in Item 4 regarding the Stockholder Agreement is incorporated herein by reference.

Effective as of September 5, 2016, VW T&B and permitted holders (the “holders”) are subject to a standstill provision until the date on which both (i) for the immediately preceding 30 days, no VW T&B nominee has served on the Board and (ii) 24 months have elapsed following the closing of the Purchase Agreement. During this period, holders cannot without the written consent of the Issuer: (1) acquire securities of the Issuer, provided that such restriction will not prohibit (a) the holders from exercising their anti-dilution rights or (b) bona fide open market purchases of common stock after the closing that would not result in any holder together with the controlled affiliates beneficially owning a number of equity securities equal to or convertible into 20% or more of the then-outstanding common stock (provided that if the Issuer grants an exemption from Section 203 of the Delaware General Corporation Law (“DGCL”) to a third party in excess of 20%, the standstill provision will be amended to reflect the higher percentage (such higher percentage, the then-applicable “Ownership Cap”); (2) participate in proxy solicitation or present any proposals at any stockholder meetings, grant any proxies or subject shares to any voting trusts; (3) make a request for books and records under the DGCL; (4) make disparaging public statements about the Issuer or its current or former officers or directors, in their capacity as such; (5) institute any litigation against the Issuer or any of its current and former directors or officers (including derivative actions), with certain exceptions; (6) propose or participate in any offer, merger, acquisition or other business combination or acquisition relating to a material amount of assets of the Issuer (subject to certain exceptions described below); and (7) make any public proposal or take any actions that would require the Issuer to make any public disclosure, with respect to the above matters.

If during the standstill period a third party commences a bona fide offer for securities of the Issuer representing 20% or more of the voting power and the Board either publicly recommends the offer or does not recommend against the offer within 15 business days following the commencement of the offer, VW T&B and its affiliates are

permitted to make and publicly disclose a counterproposal to the Board and/or commence an offer for 100% of the outstanding common stock. The standstill does not prevent or restrict VW T&B or its affiliates’ ability to make confidential proposals to the Issuer that would not reasonably be expected to result in public disclosure by the Issuer.

Until the earlier of (i) VW T&B and the controlled affiliates collectively owning less than the 7% Threshold and (ii) the occurrence of a Commercial Termination Event, if the Issuer proposes to issue common stock or preferred stock or any convertible securities, the Issuer must offer to sell to the holders on the same terms as the proposed issuance a portion of the issuance equal to the percentage of all common stock outstanding as of immediately before the issuance that is held by the holders; provided that the Issuer will not be required to sell to the holders if (i) the issuance to the holders will require stockholder approval (but the Issuer must use commercially reasonable best efforts to obtain the stockholder approval no later than the next annual meeting) or (ii) the sale would result in the holders and the controlled affiliates owning in excess of 20% (or, if relevant, the then-applicable Ownership Cap) of the outstanding common stock.

If the Issuer repurchases or redeems any common stock, the effect of which would be that all holders together would own in excess of 20% (or, if relevant, then the-applicable Ownership Cap) of the outstanding common stock, the holders must either participate in the repurchase or redemption or otherwise dispose of their shares within 90 days of exceeding the 20% threshold (or, if relevant, then the-applicable Ownership Cap), to the extent necessary to drop below the 20% threshold (or, if relevant, the then-applicable Ownership Cap).

VW T&B and its affiliates are subject to a three-year lock up period (but may transfer to controlled affiliates). Following the expiration of the lock-up period, VW T&B may transfer shares except to any Schedule 13D filer of the Issuer or strategic investor in or competitor of the Issuer, and if the proposed transferee is an activist investor, VW T&B must first offer to sell the shares to the Issuer on the same pricing terms. Following the expiration of the lock-up period, the holders and their affiliate transferees have shelf registration rights, including certain rights for up to a total of 3 underwritten offerings in any 12-month period if the expected aggregate gross proceeds of an underwritten offering are at least $20 million. If a shelf registration statement is not available, the holders may demand up to 2 registrations in total, provided that the holders cannot make a request for registration for less than 1,000,000 registrable shares. The holders also have customary rights to participate in certain other registered offerings of securities of the Issuer. Transferees of holders who acquired 5% or more of the then-outstanding common stock from VW T&B and its affiliates in privately negotiated bona fide sales can transfer shares with the above-described registration rights which shall be exercisable for so long as they and their affiliates own 5% or more of the then-outstanding common stock.

The Stockholder Agreement terminates upon the earlier of (i) the termination of the Stock Purchase Agreement and (ii) the first date following the closing of the Purchase Agreement on which VW T&B and the controlled affiliates cease to collectively own equal to or more than the 5% Threshold (subject to the survival of registration rights).

A copy of the Stockholder Agreement is attached hereto as Exhibit 4 and incorporated herein by reference.

Section 203 Agreement

In connection with the Purchase Agreement, on September 5, 2016, the Issuer entered into the Section 203 Agreement (the “Section 203 Agreement”) with VW T&B that permits VW T&B to acquire, subject to certain conditions and limitations, beneficial or other ownership of 15% or more, but less than 20% (or, if relevant, the then-applicable Ownership Cap) (the “Threshold Percentage”) of the voting power of the shares of voting stock of the Issuer issued and outstanding from time to time, without triggering the restrictions that would otherwise be imposed under Section 203 of the DGCL. If VW T&B acquires 20% (or, if relevant, then the-applicable Ownership Cap) or more of the shares of voting stock of the Issuer issued and outstanding from time to time, then Section 203 of the DGCL, with certain modifications, will apply as a matter of contract, provided that if the Issuer grants a waiver of Section 203 to any other person that is greater than the Threshold Percentage, the Threshold Percentage in the Section 203 Agreement will be automatically increased to such higher percentage. A copy of the Section 203 Agreement is attached hereto as Exhibit 5 and incorporated herein by reference.

Except for the agreements described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Power of Attorney for Volkswagen AG, dated as of February 21, 2017 (filed herewith).

Exhibit 2: Joint Filing Agreement, dated as of February 28, 2017, by and between the Reporting Persons (filed herewith).

Exhibit 3: Stock Purchase Agreement dated as of September 5, 2016 between the Issuer and Buyer (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (SEC File No. 001-09618), dated September 6, 2016 and incorporated herein by reference).

Exhibit 4: Stockholder Agreement dated as of September 5, 2016 between the Issuer and Buyer (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (SEC File No. 001-09618), dated September 6, 2016 and incorporated herein by reference).

Exhibit 5: DGCL 203 Agreement dated as of September 5, 2016 between the Issuer and Buyer (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K (SEC File No. 001-09618), dated September 6, 2016 and incorporated herein by reference).

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.

Exhibit 1

Power of Attorney

Volkswagen Aktiengesellschaft

(the "Principal")

a stock corporation incorporated pursuant to the laws of Germany, with its business address at Berliner Ring 2, 38440 Wolfsburg, Germany and registered with the commercial regsiter of the local court of Braunschweig under no. HRB100484

hereby grants power of attorney to

Mr Christian Nicklis, 

Mr Wolfgang Betz,

Ms Andreea Costa,

Dr Tim Haack and

Mr Frederik Fragemann

(each an "Attorney in Fact" and jointly the "Attorneys in Fact")

- in each case two of them acting jointly -

to represent the Principal in all respects in connection with closing of the the acqusition by Volkswagen Truck & Bus GmbH of shares in Navistar International Corporation as contemplated by a Stock Purchase Agreement dated 5 September 2016 and related agreements (the "Transaction").

The Attorneys in fact are authorized to sign any agreements and make all declarations, applications and filings that may be necessary or helpful for the Closing of the Transaction or in connection therewith including, without limitation:

The Attorneys in fact are authorised to make all necessary or expedient declarations and carry out all such legal

actions in connection with the above.

This power of attorney is subject to substantive German law under exclusion of the international conflict of law rules.

This power of attorney expires on 31 March 2017, 24:00 hrs.

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Navistar International Corporation and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 28th day of February, 2017.

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The name, business address, title, present principal occupation or employment of each of the members of the Management Board and Supervisory Board of Volkswagen Truck & Bus GmbH (“VW T&B”) and Volkswagen AG (“Volkswagen”) are set forth below. If no business address is given the member’s business address is BraWo Park, Willy-Brandt-Platz 19, 38102 Braunschweig, Germany for VW T&B members and Berliner Ring 2, 38440 Wolfsburg, Germany for Volkswagen members. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to VW T&B or Volkswagen, as applicable. Unless otherwise indicated below, all of the persons listed below are citizens of Germany.