CUSIP NO. 63934E108 13G Page 1 of 15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
NAVISTAR INTERNATIONAL CORPORATION
(Name of Issuer)
Common stock (par value $0.10)
(Title of Class of Securities)
63934E108
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d‑1(b)
[ ] 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 NO. 63934E108 13G Page 2 of 15
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,963,688
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.1%
12. TYPE OF REPORTING PERSON
HC, CO (See Item 4)
CUSIP NO. 63934E108 13G Page 3 of 15
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,963,688
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.1%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 63934E108 13G Page 4 of 15
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,963,688
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.1%
12. TYPE OF REPORTING PERSON
HC, IN (See Item 4)
CUSIP NO. 63934E108 13G Page 5 of 15
1. NAMES OF REPORTING PERSONS.
Templeton Global Advisors Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
12,141,165
6. SHARED VOTING POWER
5,770
7. SOLE DISPOSITIVE POWER
12,238,105
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,238,105
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.0%
12. TYPE OF REPORTING PERSON
IA, CO (See Item 4)
CUSIP NO. 63934E108 13G Page 6 of 15
Item 1.
(a) Name of Issuer
NAVISTAR INTERNATIONAL CORPORATION
(b) Address of Issuer's Principal Executive Offices
2701 Navistar Drive
Lisle, IL 60532
Item 2.
(a) Name of Person Filing
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Templeton Global Advisors Limited
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403‑1906
(iv): Templeton Building, Lyford Cay
Nassau, Bahamas
(c) Citizenship
(i): Delaware
(ii) and (iii): USA
(iv): Bahamas
(d) Title of Class of Securities
Common stock (par value $0.10)
(e) CUSIP Number
63934E108
CUSIP NO. 63934E108 13G Page 7 of 15
Item 3. If this statement is filed pursuant to §§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a‑8).
(e) [X] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a‑3);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with §240.13d 1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance with §240.13d‑1(b)(1)(ii) (J).
please specify the type of institution:
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open‑ or
closed‑end investment companies or other managed accounts that are investment
management clients of investment managers that are direct and indirect subsidiaries
(each, an “Investment Management Subsidiary” and, collectively, the “Investment
Management Subsidiaries”) of Franklin Resources Inc. (“FRI”), including the Investment
Management Subsidiaries listed in this Item 4. When an investment management contract
(including a sub‑advisory agreement) delegates to an Investment Management Subsidiary
investment discretion or voting power over the securities held in the investment
advisory accounts that are subject to that agreement, FRI treats the Investment
Management Subsidiary as having sole investment discretion or voting authority, as the
case may be, unless the agreement specifies otherwise. Accordingly, each Investment
Management Subsidiary reports on Schedule 13G that it has sole investment discretion
and voting authority over the securities covered by any such investment management
agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule
13d‑3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may
be deemed to be the beneficial owners of the securities reported in this Schedule 13G.
CUSIP NO. 63934E108 13G Page 8 of 15
Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is
being reported in conformity with the guidelines articulated by the SEC staff in
Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where
related entities exercise voting and investment powers over the securities being
reported independently from each other. The voting and investment powers held by
Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned Investment Management
Subsidiary, are exercised independently from FRI and from all other Investment
Management Subsidiaries (FRI, its affiliates and the Investment Management
Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore, internal
policies and procedures of FMA and FRI establish informational barriers that prevent
the flow between FMA and the FRI affiliates of information that relates to the voting
and investment powers over the securities owned by their respective management
clients. Consequently, FMA and FRI affiliates report the securities over which they
hold investment and voting power separately from each other for purposes of Section 13
of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own
in excess of 10% of the outstanding common stock of FRI and are the principal
stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for
purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by
persons and entities for whom or for which FRI subsidiaries provide investment
management services. The number of shares that may be deemed to be beneficially owned
and the percentage of the class of which such shares are a part are reported in Items
9 and 11 of the cover pages for FRI and each of the Principal Shareholders. FRI, the
Principal Shareholders and each of the Investment Management Subsidiaries disclaim any
pecuniary interest in any of the such securities. In addition, the filing of this
Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI affiliates, as
applicable, should not be construed as an admission that any of them is, and each of
them disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of
the securities reported in this Schedule 13G.
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and
that they are not otherwise required to attribute to each other the beneficial
ownership of the securities held by any of them or by any persons or entities for whom
or for which the Investment Management Subsidiaries provide investment management
services.
(a) Amount beneficially owned:
13,963,688
(b) Percent of class:
17.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Templeton Investments Australia Limited: 323,063
Templeton Global Advisors Limited: 12,141,165
Franklin Templeton Investments Corp.: 260,770
Franklin Templeton Investment Management Limited: 199,371
CUSIP NO. 63934E108 13G Page 9 of 15
Templeton Investment Counsel, LLC: 349,290
Franklin Templeton Investment Trust Management Co., Ltd: 17,130
Franklin Templeton Investments (Asia) Ltd.: 60,249
Templeton Asset Management Ltd.: 5,380
Fiduciary Trust Company International: 500
Franklin Advisers, Inc.: 3,810
(ii) Shared power to vote or to direct the vote [1]
Templeton Global Advisors Limited: 5,770
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited: 12,238,105
Templeton Asset Management Ltd.: 491,230
Templeton Investment Counsel, LLC: 349,290
Franklin Templeton Investments Australia Limited: 323,063
Franklin Templeton Investments Corp.: 260,770
Franklin Templeton Investment Management Limited: 219,541
Franklin Templeton Investments (Asia) Ltd.: 60,249
Franklin Templeton Investment Trust Management Co., Ltd: 17,130
Franklin Advisers, Inc.: 3,810
Fiduciary Trust Company International: 500
(iv) Shared power to dispose or to direct the disposition of 0
[1] One or more of the investment management contracts that relates to these securities
provides that the applicable FRI affiliate share investment power over the securities
held in the applicable account(s) with another unaffiliated entity. The securities
held in any such account(s) are less than 5% of the outstanding shares of the class.
In addition, FRI does not believe that any such contract causes such client or
unaffiliated entity to be part of a group with FRI or any FRI affiliate within the
meaning of Rule 13d‑5 under the Act.
CUSIP NO. 63934E108 13G Page 10 of 15
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
The clients of the Investment Management Subsidiaries, including investment
companies registered under the Investment Company Act of 1940 and other
managed accounts, have the right to receive or power to direct the receipt of
dividends from, and the proceeds from the sale of, the securities reported
herein.
Templeton Growth Fund, Inc., an investment company registered under the Investment
Company Act of 1940, has an interest in 5,754,190 shares, or 7.0%, of the
class of securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
See Attached Exhibit C
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO.63934E108 13G Page 11 of 15
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of
business and 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.
This report shall not be construed as an admission by the persons filing the report
that they are the beneficial owner of any securities covered by this report.
Exhibits.
Exhibit A Joint Filing Agreement
Exhibit B Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C Item 7 Identification and Classification of Subsidiaries
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.
Dated: January 26, 2017
Franklin Resources, Inc.
Templeton Growth Fund, Inc.
By: /s/LORI A. WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of Franklin Resources, Inc.
Vice President and Secretary of Templeton Growth Fund, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Templeton Global Advisors Limited
By: /s/MICHELLE B. DAVILA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Michelle B. Davila
Secretary of Templeton Global Advisors Limited
CUSIP NO. 63934E108 13G Page 12 of 15
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with each other of the
attached statement on Schedule 13G and to all amendments to such statement and that
such statement and all amendments to such statement are made on behalf of each of
them.
IN WITNESS WHEREOF, the undersigned have executed this agreement on January 26, 2017.
Franklin Resources, Inc.
Templeton Growth Fund, Inc.
By: /s/LORI A. WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of Franklin Resources, Inc.
Vice President and Secretary of Templeton Growth Fund, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Attorney‑in‑Fact for Charles B. Johnson pursuant to Power of Attorney
attached to this Schedule 13G
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Templeton Global Advisors Limited
By: /s/MICHELLE B. DAVILA
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Michelle B. Davila
Secretary of Templeton Global Advisors Limited
CUSIP NO. 63934E108 13G Page 13 of 15
EXHIBIT B
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
undersigned’s true and lawful attorney‑in‑fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the undersigned
to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United States
Securities and Exchange Commission, any national securities exchanges and Franklin
Resources, Inc., a Delaware corporation (the “Reporting Entity”), as considered
necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time to time (the
“Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as such attorney‑in‑fact, in his
or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes
(i) any liability for the undersigned’s responsibility to comply with the requirements
of the Exchange Act or (ii) any liability of the undersigned for any failure to comply
with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys‑in‑fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that each such attorney‑in‑fact of, for and
on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such
attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 30th day of April , 2007
/s/Charles B. Johnson
Signature
Charles B. Johnson
Print Name
CUSIP NO. 63934E108 13G Page 14 of 15
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Robert Rosselot and Maria Gray, each acting
individually, as the undersigned’s true and lawful attorney‑in‑fact, with full power
and authority as hereinafter described on behalf of and in the name, place and stead
of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
(including any amendments thereto or any related documentation) with the United
States Securities and Exchange Commission, any national securities exchanges and
Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as
considered necessary or advisable under Section 13 of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder, as amended from time to
time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such
attorney‑in‑fact are necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each
such attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact
on behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such attorney‑in‑fact,
in his or her discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact
assumes (i) any liability for the undersigned’s responsibility to comply with the
requirements of the Exchange Act or (ii) any liability of the undersigned for any
failure to comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned’s obligations under the Exchange
Act, including without limitation the reporting requirements under Section 13 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys‑in‑fact full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might or
could do if present, hereby ratifying all that each such attorney‑in‑fact of, for and
on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to each such
attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 25th day of April , 2007
/s/ Rupert H. Johnson, Jr.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 63934E108 13G Page 15 of 15
EXHIBIT C
Franklin Advisers, Inc. Item 3 Classification: 3(e)
Franklin Templeton Investment Management Limited Item 3 Classification: 3(e)
Franklin Templeton Investments (Asia) Ltd. Item 3 Classification: 3(e)
Franklin Templeton Investments Corp. Item 3 Classification: 3(e)
Templeton Asset Management Ltd. Item 3 Classification: 3(e)
Templeton Global Advisors Limited Item 3 Classification: 3(e)
Templeton Investment Counsel, LLC Item 3 Classification: 3(e)
Franklin Templeton Investment Trust Management Co., Ltd Item 3 Classification: 3(e)
Fiduciary Trust Company International Item 3 Classification: 3(b)
Franklin Templeton Investments Australia Limited Item 3 Classification: 3(j)