<PAGE>
PAGE 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year end December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-9618
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
-------------------------------------------
(Full Title of the Plan)
NAVISTAR INTERNATIONAL CORPORATION
----------------------------------
455 North Cityfront Plaza Drive
Chicago, Illinois 60611
(Name of Issuer of the securities held pursuant
to the plan and the address of its principal executive office)
<PAGE>
PAGE 2
REQUIRED INFORMATION
Navistar International Transportation Corp. 401(k) Plan for Represented
Employees ("Plan") is subject to the Employee Retirement Income Security Act of
1974 ("ERISA"). Therefore, in lieu of the requirements of Items 1-3 of Form
11-K, the financial statements and schedules of the Plan as of December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997,
which have been prepared in accordance with the financial reporting requirements
of ERISA, are attached hereto as Appendix 1 and incorporated herein by this
reference.
EXHIBITS
--------
Exhibit Number Description 11-K Page
- -------------- ----------- ---------
23 Consent of Deloitte & Touche LLP E-1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator for the Plan has duly caused this annual report to be
signed on the Plan's behalf by the undersigned hereunto duly authorized.
Navistar International Transportation Corp.
-------------------------------------------
401(k) Plan for Represented Employees
-------------------------------------
By: /s/ Mark T. Schwetschenau
-------------------------
Name: Mark T. Schwetschenau
Title: Member, Navistar International
Transportration Corp.
Pension Fund Investsment
Committee
June 26, 1998
<PAGE>
APPENDIX 1
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
- -------------------------------------------
TABLE OF CONTENTS Page
----------------- ----
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996
AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
DECEMBER 31, 1997:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND
FOR THE YEAR THEN ENDED:
Schedule of Assets Held for Investment Purposes
- Item 27(a) (Schedule I) 12
Schedule of Reportable Transactions - Item 27(d) (Schedule II) 13
All other schedules are omitted because of the absence of the conditions
under which they are required.
----------------------------------------------------------------------------
- 1 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
Navistar International Transportation Corp.:
We have audited the accompanying financial statements of the Navistar
International Transportation Corp. 401(k) Plan for Represented Employees (the
"Plan") as of December 31, 1997 and 1996, and for each of the three years in the
period ended December 31, 1997, listed in the table of contents. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1997
and 1996 and the changes in net assets available for benefits for each of the
three years in the period ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules listed in
the table of contents are presented for the purpose of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974 and are not a required part
of the basic financial statements. These schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic 1997 financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic 1997 financial statements taken as a whole.
DELOITTE & TOUCHE LLP
May 22, 1998
Chicago, Illinois
- 2 -
<PAGE>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
- -------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
- -----------------------------------------------
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
ASSETS
INVESTMENTS:
Navistar Pooled Stock Master Trust Fund - at market value
(1997 - 114,903 units of participation,
cost $722,568) $ 756,064 $ -
American Express Trust Collective Income Fund II -
at market value (1997 - 798,899 shares,
cost $12,487,596 and 1996 - 720,933
shares, cost $10,890,460) 13,897,125 11,827,346
American Express Trust Equity Index Fund
- at market value (1997 - 551,890
shares, cost $10,395,878 and 1996 - 396,039 shares,
cost $6,151,332) 15,040,117 8,121,170
IDS Selective Fund (Y) - at market value
(1997 - 1,044,121 shares, cost $9,585,517
and 1996 - 925,704 shares, cost $8,514,423) 9,585,028 8,427,605
IDS New Dimensions Fund (Y) - at market value
(1997 - 1,775,841 shares, cost $32,139,217
and 1996 - 1,450,200 shares, cost $23,275,560) 42,375,128 30,030,733
Templeton Foreign Fund - at market value
(1997 - 597,887 shares, cost $6,044,373 and
1996 - 437,258 shares, cost $4,173,440) 5,948,980 4,529,995
Participant loans 2,870,446 2,191,204
----------- -----------
Total investments 90,472,888 65,128,053
RECEIVABLES:
Participant pre-tax contributions 715,534 310,963
Employer retirement contributions 45,281 -
----------- -----------
Total receivables 760,815 310,963
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $91,233,703 $65,439,016
=========== ===========
<FN>
See notes to financial statements.
- --------------------------------------------------------------------------------
</FN>
</TABLE>
- 3 -
<PAGE>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
- -------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
- ----------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Investment income:
Net realized/unrealized appreciation
in fair value of investments $ 8,289,609 $ 6,271,060 $ 5,673,143
Interest and dividend income 4,630,658 2,108,663 1,419,511
----------- ----------- -----------
Total investment income 12,920,267 8,379,723 7,092,654
Participant pre-tax contributions 16,431,536 15,564,909 12,872,229
Employer retirement contributions 45,281 - -
Rollovers from other qualified plans 427,515 149,755 525,718
----------- ----------- -----------
Total additions to net assets 29,824,599 24,094,387 20,490,601
----------- ----------- -----------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 3,484,833 2,435,798 653,253
Transfers to other qualified plans - net 545,079 764,687 -
Other - net - 60 679
----------- ----------- -----------
Total deductions from net assets 4,029,912 3,200,545 653,932
----------- ----------- -----------
Net increase 25,794,687 20,893,842 19,836,669
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 65,439,016 44,545,174 24,708,505
----------- ----------- -----------
END OF YEAR $91,233,703 $65,439,016 $44,545,174
=========== =========== ===========
<FN>
See notes to financial statements.
- ------------------------------------------------------------------------------------------
</FN>
</TABLE>
- 4 -
<PAGE>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1997, 1996 AND 1995
- -------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Navistar International Transportation
Corp. 401(k) Plan for Represented Employees (the "Plan") provides only
general information. Participants should refer to the Plan document for
a complete description of the Plan's provisions.
General - The Plan is sponsored by Navistar International
Transportation Corp. (the "Company") to provide savings and retirement
benefits for certain eligible represented employees of the Company and
of certain of its affiliates participating under the Plan. The Plan is
offered to eligible Company employees who are represented by a labor
organization under a collective bargaining agreement who have met
certain seniority or service requirements under the terms of their
respective bargaining agreements. The Plan was established October 1,
1991.
The Trustee, American Express Trust, is authorized to hold and invest
the assets of the Plan in accordance with the provisions of the Trust
Agreement between the Company and the Trustee. Administrative expenses
are paid by the Company.
Contributions - Contributions may be made to the Plan only on a pre-tax
basis. Pre-tax salary reduction contributions to the Plan are subject
to annual maximum limits equal to the lesser of 18 percent of a
participant's annual compensation or a prescribed dollar amount,
indexed for inflation ($9,500, $9,500, and $9,240 for 1997, 1996, and
1995, respectively). Subject to Company approval, certain eligible
employees are allowed to make rollover contributions to the Plan, if
such contributions satisfy applicable regulations. Such employees are
not required to be participants for any other purpose than their
rollover account; however, no pre-tax salary reduction contributions
may be made until such time as such employee would otherwise become
eligible to and does elect participation in the Plan. Participant
salary reduction contributions and rollover contributions are fully
vested immediately.
Effective for the 1997 plan year, certain collective bargaining
agreements provide for an Employer Retirement Contribution. This
contribution is employer-provided and is allocated among eligible
members of the applicable bargaining unit based on the participant's
age at year-end and eligible compensation as follows:
Age Percent Contributed
--- -------------------
Under 30 1.75
30 through 39 2.75
40 through 49 3.75
50 and over 4.75
- 5 -
<PAGE>
1. DESCRIPTION OF THE PLAN (continued)
The amount credited to an eligible participant's account is subject to
a five-year cliff vesting schedule. Non-vested contributions are
forfeited when a participant retires or terminates service.
Such forfeitures will be used to offset future Company contributions.
Investment Options - Participants may direct the investment of their
account assets as follows:
American Express Trust Collective Income Fund II is a
diversified pool of investment contracts varying in maturity
date, size and yield, and short-term cash instruments;
American Express Trust Equity Index Fund is a collective
investment fund which invests primarily in nearly all of the
same stocks as are in the Standard & Poor's 500 stock index;
IDS Selective Fund (Y) is a mutual fund which invests
primarily in investment grade corporate bonds, government
bonds, and other debt securities;
IDS New Dimensions Fund (Y) is a mutual fund which invests
primarily in ordinary common stocks of United States
companies;
Templeton Foreign Fund is a specialty growth fund which
invests primarily in common stocks and other securities of
companies and governments outside the United States.
Effective May 1, 1997, the Navistar International Corporation
Common Stock Pooled Fund was added as an investment option
within this plan. Navistar International Corporation Common
Stock Pooled Fund is a pool consisting primarily of Navistar
International Corporation Common Stock and a small amount of
short-term cash investments. Navistar International
Corporation ("Navistar") is the parent of the Company.
The shares of Navistar International Corporation and the units
of a money market fund are pooled and represented by units of
the Company Stock Pool (the "Pool"). The value of each unit of
the Pool is represented in terms of "net asset value" ("NAV").
The NAV per unit of the Pool is determined by dividing the
value of all assets of the Pool by the total number of
outstanding units of the Pool.
The Navistar International Corporation Common Stock Pooled
Fund became a master trust fund ("Master Trust Fund")
effective July 1, 1997.
The plans participating in the Master Trust Fund are allocated
units of the Pool based on their respective percent interest
and share in the assets of the Pool, investment income
generated by assets of the Pool, and the gains/losses of the
assets of the Pool by way of the increase/decrease of the NAV
of each participating plan's allocated units of the Pool.
Except for the fact that each participating plan may hold a
different number of units of the Pool, each participating plan
shares equally in the assets and investment experience of the
Pool since the same NAV applies to all units of the Pool.
- 6 -
<PAGE>
1. DESCRIPTION OF THE PLAN (continued)
The participating plans in the Master Trust Fund and their percent
interest as of December 31, 1997, is as follows:
Navistar International Transportation Corp.
401(k) Retirement Savings Plan 83.7%
Navistar International Transportation Corp.
401(k) Plan for Represented Employees 13.7%
Navistar Retirement Accumulation Plan 2.6%
Participant Accounts - Contributions and assets allocated to a specific
investment fund are commingled with those of other participants and are
invested in accordance with the nature of the specific fund. Realized
and unrealized appreciation and depreciation, dividends and interest
are allocated to participants based on their proportionate share of the
funds. Fund managers' fees are charged to participants' accounts as a
reduction of the return earned on each investment option.
Loans to Participants - Participants may borrow from their fund
accounts a minimum of $1,000 up to the lesser of 50% of their total
account balance or $50,000. Loan transactions are treated as a transfer
between the applicable investment funds and the loan fund. Loan terms
range from 1 to 5 years, with the exception of loans made for the
purchase of a principal residence, which must be repaid in installments
over a period of up to 10 years. The loans are secured by the balance
in the participant's account and bear interest at a rate commensurate
with local prevailing rates as determined by the Plan Administrator.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The financial statements of the Plan are
presented on the accrual basis of accounting. All investments are
presented at published market values. The loans to participants are
valued at cost, which approximates market value. Security transactions
are accounted for on the trade date. Dividends are recorded on the
ex-dividend date.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Valuation of Investments - Unrealized appreciation or depreciation on
investments is determined by comparing the fair value of the separate
funds at the current year-end, net of contributions made during the
year, to their respective fair values at the preceding year-end.
Realized gains or losses are determined by comparing net sales proceeds
to the fair value of the investment at the preceding year-end.
- 7 -
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Participant Withdrawals - As of December 31, 1997 and 1996, there were
no benefits which were due to former participants who have withdrawn
from participation in the Plan. Benefits are recorded when paid.
3. TAX STATUS OF THE PLAN
The Internal Revenue Service has issued a favorable determination
letter, dated April 1996, that the Plan qualifies under Sections 401(a)
and 401(k) of the Internal Revenue Code of 1986 (the "Code"). The
Company believes that the Plan is currently designed and being operated
in compliance with the applicable requirements of the Code and, thus,
the Plan and related trust are exempt from federal income taxes under
Section 501(a) of the Code as of the financial statement date.
4. VOLUNTARY WITHDRAWAL
Participants may request either an in-service or hardship withdrawal of
certain of their account assets. Participants may only withdraw
authorized pre-tax salary reduction contributions after attaining age
59-1/2, or on a hardship basis prior to attaining age 59-1/2. The
Employer Retirement Contribution and investment earnings thereon are
not eligible for in-service withdrawal.
5. TERMINATION OF EMPLOYMENT
A participant's vested account is distributable at the time a
participant separates from service with the Company, suffers a total
and permanent disability, or dies. When the participant terminates
employment, the account will be distributed if the asset value is
$3,500 or less. If the asset value is more than $3,500, the participant
has the option of receiving the account upon separation or deferring
receipt until no later than age 65. Accounts are distributed in a
single sum. If the account includes 100 or more shares of Navistar
Common Stock, the distribution of that portion of the account will be
made in the form of full shares of Common Stock and a cash payment for
any fractional shares. For accounts with less than 100 shares of
Navistar Common Stock, the distribution will be made in cash.
6. AMENDMENT OR TERMINATION OF THE PLAN
Although the Company expects to continue the Plan indefinitely, the
Company, at its discretion, reserves the right to amend, modify,
suspend, or terminate the Plan, provided that no such action shall
deprive any person of any rights to contributions made under the Plan.
If the Plan is terminated, the interest of each participant in the
funds will be distributed to such participant or his or her beneficiary
at the time prescribed by the Plan terms and the Code. If the Plan is
terminated, Plan participants will become fully vested in any funds
allocated to them.
- 8 -
<PAGE>
7. INVESTMENTS EXCEEDING 5 PERCENT OF NET ASSETS AVAILABLE FOR BENEFITS
The Plan's investments which exceeded 5 percent of net assets available
for benefits as of December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
American Express Trust Collective Income Fund II $13,897,125 $11,827,346
American Express Trust Equity Index Fund 15,040,117 8,121,170
IDS Selective Fund (Y) 9,585,028 8,427,605
IDS New Dimensions Fund (Y) 42,375,128 30,030,733
Templeton Foreign Fund 5,948,980 4,529,995
</TABLE>
8. TRANSACTIONS IN EMPLOYER SECURITIES
The Common Stock of Navistar was purchased, distributed and sold by the
Trustee during the Plan year ended December 31, as follows:
<TABLE>
<CAPTION>
<S> <S> <S> <S> <S>
Net
Sold Gain on
Plan Year Purchased Distributed (at cost) Disposal
--------- --------- ----------- ---------- ---------
<C> <C> <C> <C> <C>
1997 $1,244,055 $ - $ 521,487 $ 40,534
========== =========== ========== ========
</TABLE>
- 9 -
<PAGE>
9. BY FUND INFORMATION
Investment income, participant contributions, employer retirement
contributions, benefits paid to participants and transfers to other
qualified plans, by separate investment fund, are as follows for each
of the three years in the period ended December 31, 1997:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ -----------
<S> <C> <C> <C>
Net realized/unrealized appreciation
(depreciation) in fair value of
investments:
Navistar Pooled Stock Master Trust Fund $ 74,030 $ - $ -
American Express Trust Collective Income Fund II 758,946 634,835 494,298
American Express Trust Equity Index Fund 3,055,635 1,331,540 803,223
IDS Selective Fund (Y) 75,714 (423,997) 720,178
IDS New Dimensions Fund (Y) 4,671,179 4,314,718 3,611,126
Templeton Foreign Fund (345,895) 413,964 44,318
------------ ------------ ------------
Total $ 8,289,609 $ 6,271,060 $ 5,673,143
============ ============ ============
Interest and dividend income:
Navistar Pooled Stock Master Trust Fund $ 1,246 $ - $ -
American Express Trust Collective Income Fund II 40,309 30,282 13,436
American Express Trust Equity Index Fund 27,855 14,708 3,782
IDS Selective Fund (Y) 663,165 668,781 427,570
IDS New Dimensions Fund (Y) 3,237,896 1,198,181 835,985
Templeton Foreign Fund 660,187 196,711 138,738
------------ ------------ ------------
Total $ 4,630,658 $ 2,108,663 $ 1,419,511
============ ============ ============
Participant pre-tax contributions:
Navistar Pooled Stock Master Trust Fund $ 76,197 $ - $ -
American Express Trust Collective Income Fund II 2,566,017 2,856,560 2,846,557
American Express Trust Equity Index Fund 2,957,583 2,405,518 1,478,195
IDS Selective Fund (Y) 1,835,475 2,321,319 2,125,249
IDS New Dimensions Fund (Y) 7,192,882 6,430,163 5,043,934
Templeton Foreign Fund 1,803,382 1,551,349 1,378,294
------------ ------------ ------------
Total $ 16,431,536 $ 15,564,909 $ 12,872,229
============ ============ ============
Employer retirement contributions:
Navistar Pooled Stock Master Trust Fund $ 2,457 $ - $ -
American Express Trust Collective Income Fund II 31,897 - -
American Express Trust Equity Index Fund 2,415 - -
IDS Selective Fund (Y) 1,601 - -
IDS New Dimensions Fund (Y) 4,592 - -
Templeton Foreign Fund 2,319 - -
------------ ------------ ------------
Total $ 45,281 $ - $ -
============ ============ ============
Benefits paid to participants:
Navistar Pooled Stock Master Trust Fund $ - $ - $ -
American Express Trust Collective Income Fund II 905,365 713,763 115,581
American Express Trust Equity Index Fund 464,468 174,412 19,074
IDS Selective Fund (Y) 476,847 363,813 177,337
IDS New Dimensions Fund (Y) 1,349,941 1,040,667 324,639
Templeton Foreign Fund 195,847 71,352 8,770
Participant loans 92,365 71,791 7,852
------------ ------------ ------------
Total $ 3,484,833 $ 2,435,798 $ 653,253
============ ============ ============
</TABLE>
- 10 -
<PAGE>
9. BY FUND INFORMATION (continued)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Transfers to other qualified plans - net:
Navistar Pooled Stock Master Trust Fund $ - $ - $ -
American Express Trust
Collective Income Fund II 59,526 80,944 -
American Express Trust Equity Index Fund 66,938 32,578 -
IDS Selective Fund (Y) 72,832 124,137 -
IDS New Dimensions Fund (Y) 255,715 457,551 -
Templeton Foreign Fund 63,788 33,057 -
Participant loans 26,280 36,420 -
--------- --------- ---------
Total $ 545,079 $ 764,687 $ -
========= ========= =========
</TABLE>
10. NON-DISCRIMINATION TESTING
The Plan is subject to non-discrimination testing. After making
required corrective distributions during February 1998 to affected
"highly compensated employees," the plan passed the non-discrimination
tests for 1997. Such corrective distributions consisted of $39,272 of
pre-tax contributions, plus $5,150 of investment gains. The number of
affected participants who received a corrective distribution for 1997
was 81. The Plan also had corrective distributions for 1996 consisting
of $57,706 of pre-tax contributions, plus $8,176 of investment gains.
The number of affected participants who received a corrective
distribution for 1996 was 89. No corrective distributions were required
for 1995.
11. SUBSEQUENT EVENTS
Based on closing market prices on May 22, 1998, the market values of
the Plan's investments held at December 31, 1997 have increased from
the amounts shown in the Statement of Net Assets Available for
Benefits, as follows:
Navistar Pooled Stock Master Trust Fund $ 256,464
American Express Trust Collective Income Fund II 330,745
American Express Trust Equity Index Fund 1,998,947
IDS Selective Fund (Y) 16,706
IDS New Dimensions Fund (Y) 5,366,593
Templeton Foreign Fund 591,908
----------
Net increase in market value $8,561,363
==========
Effective for the calendar quarter ended March 31, 1998, certain
collectively bargained units negotiated to begin receiving an Employer
Matching Contribution. This Employer Matching Contribution is equal to
25% of the first 6% contributed by the participant. The amount of
matching contribution credited to an eligible participant's account is
subject to a five-year cliff vesting schedule. Any forfeitures
generated will be used to reduce future Company contributions.
- 11 -
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPLOYEES
- -------------------------------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a), DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <S> <C> <C>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL,
(1) LESSOR OR SIMILAR PARTY PAR OR MATURITY VALUE COST MARKET VALUE
------------------------------ -------------------------------------- ------------- ------------
* Navistar Pooled Stock Master Trust Fund 114,903 units of participation $ 722,568 $ 756,064
American Express Trust Collective Income 798,899 shares of beneficial
Fund II interest, collective investment fund 12,487,596 13,897,125
American Express Trust Equity Index Fund 551,890 shares of beneficial
interest, collective investment fund 10,395,878 15,040,117
IDS Selective Fund (Y) 1,044,121 shares of beneficial
interest, mutual fund 9,585,517 9,585,028
IDS New Dimensions Fund (Y) 1,775,841 shares of beneficial
interest, mutual fund 32,139,217 42,375,128
Templeton Foreign Fund 597,887 shares of beneficial
interest, specialty growth mutual fund 6,044,373 5,948,980
Participant Loans Interest rates ranging from 6.67% - 9.73%
(maturing 1998 through 2007) 2,870,446 2,870,446
------------- ------------
TOTAL INVESTMENTS $ 74,245,595 $ 90,472,888
============= ============
<FN>
(1) An asterisk indicates a party-in-interest
</FN>
</TABLE>
- --------------------------------------------------------------------------------
-12-
<PAGE>
SCHEDULE II
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) PLAN FOR REPRESENTED EMPOLOYEES
- -------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS - ITEM 27(d)
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Single Transactions Exceeding 5% of Value - No transactions qualified for this
section.
Series of Transactions with the Same Broker Exceeding 5% of Value - No
transactions qualified for this section. Series of Transactions in Same Security
Exceeding 5% of Value:
<TABLE>
<CAPTION>
Number Number
Description of of Net Gain
Identity of Issue of Asset Purchases Sales Purchases Sales or (loss)
- --------------------------- -------------------------- --------- ------- ----------- ---------- ----------
<S> <S> <C> <C> <C> <C> <C>
IDS New Dimensions Fund (Y) Mutual Fund 116 $11,827,093
IDS New Dimensions Fund (Y) Mutual Fund 128 $4,119,474 $1,182,126
IDS Selective Fund (Y) Mutual Fund 199 2,856,278
IDS Selective Fund (Y) Mutual Fund 136 1,760,632 (10,368)
Templeton Foreign Fund Specialty Growth Mutual Fund 90 3,052,921
Templeton Foreign Fund Specialty Growth Mutual Fund 97 1,257,314 103,263
American Express Trust
Collective Income Fund II Collective Investment Fund 86 4,392,931
American Express Trust
Collective Income Fund II Collective Investment Fund 121 3,068,599 284,433
American Express Trust
Equity Index Fund Collective Investment Fund 129 5,132,204
American Express Trust
Equity Index Fund Collective Investment Fund 72 1,240,069 373,301
Note: The above list of reportable transactions, provided by American
Express Trust, was determined by comparing the current value of
the transactions, or series of transactions, on the transaction
date(s), with five percent of the current value of the Trust
assets at the beginning of the Plan year; and, as such, may
include transactions which represent 5 percent of the assets of
the Trust, but may not represent transactions which represent 5
percent of Plan assets.
- --------------------------------------------------------------------------------
</TABLE>
- 13 -
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements,
No. 2-70979, No. 33-26847 and No. 333-25783 of Navistar International
Corporation on Form S-8 of our report dated May 22, 1998 appearing in the Annual
Report on Form 11-K of the Navistar International Transportation Corp. 401(k)
Plan for Represented Employees for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
June 26, 1998
Chicago, Illinois
