NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM5.02

Effective March1, 2017, Navistar International Corporation (the
Company) promoted Persio V. Lisboa, 51, to the newly created
position of Executive Vice President and Chief Operating Officer.
Mr.Lisboa has served as President, Operations of Navistar, Inc.,
the Companys principal operating subsidiary (NI), since November
2014. Prior to holding this position, Mr.Lisboa served as the
Senior Vice President, Chief Procurement Officer of NI from
December 2012 to November 2014, as Vice President, Purchasing and
Logistics and Chief Procurement Officer of NI from October 2011
to November 2012 and Vice President, Purchasing and Logistics of
NI from August 2008 to October 2011. Prior to these positions,
Mr.Lisboa held various management positions within the Companys
North American and South American operations. Mr.Lisboa is
neither related to any other director or executive officer of the
Company nor a party to any transaction with the Company or any of
its subsidiaries in which he had a direct or indirect material
interest requiring disclosure to Item 404(a) of Regulation S-K.

In connection with Mr.Lisboas promotion to Executive Vice
President and Chief Operating Officer, the Compensation Committee
of the Board approved (i)an increase in Mr.Lisboas annual base
salary to $675,000 and (ii)a $200,000 addition to his 2017
long-term incentive award consisting of 50% performance-based
cash that cliff vests in three years, 30% time-based restricted
stock units that cliff vest in three years and 20% stock options
with a three year ratable vesting schedule. In addition,
Mr.Lisboa will continue to receive other compensation, and
participate in other benefit plans, consistent with Company
policy for an executive at his level.

In addition, on February28, 2017, Steven K. Covey, the Companys
Senior Vice President and General Counsel, notified the Company
that he will retire from the Company and all other offices,
directorships and other positions with any subsidiaries or
affiliates of the Company, effective March31, 2017. Effective
immediately upon Mr.Coveys retirement, the Company promoted Curt
A. Kramer, currently the Companys Corporate Secretary, to the
position of Senior Vice President and General Counsel. Mr.Kramer
will continue to serve as the Companys Corporate Secretary.

About NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV)

Navistar International Corporation is a holding company whose principal operating entities are Navistar, Inc. and Navistar Financial Corporation (NFC). The Company’s segments include Truck, Parts, Global Operations (collectively, Manufacturing operations) and Financial Services, which consists of NFC and its foreign finance operations (collectively, Financial Services operations). The Truck segment manufactures and distributes Class 4 through 8 trucks, buses and military vehicles under the International and IC Bus brands, along with production of engines. The Parts segment supports its brands of International commercial trucks, IC buses and engines. The Global Operations segment includes operations of its subsidiary, International Industria de Motores da America do Sul Ltda. (IIAA). The Financial Services segment provides and manages retail, wholesale and lease financing of products sold by the Truck and Parts segments and their dealers.

NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) Recent Trading Information

NAVISTAR INTERNATIONAL CORPORATION (NYSE:NAV) closed its last trading session 00.00 at 27.52 with 534,017 shares trading hands.