<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) RETIREMENT SAVINGS PLAN
-------------------------------------------
(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) Retirement Savings
Plan ("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) Retirement Savings Plan
------------------------------
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) RETIREMENT SAVINGS PLAN
- -------------------------------------------
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) 13
Schedule of Reportable Transactions
- Item 27(d) (Schedule II) 14
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) Retirement Savings Plan (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 basic
financial statements taken as a whole. The accompanying supplemental schedules
listed in the table of contents are presented for purposes 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 when considered
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) RETIREMENT SAVINGS PLAN
- -------------------------------------------
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 -697,325 units of participation,
cost $5,428,589 and 1996 - 316,459 units of
participation, cost $4,624,202) $ 4,588,397 $ 813,615
American Express Trust Collective Income Fund II -
at market value (1997 - 2,570,366 shares,
cost $38,762,716 and 1996 - 2,738,743 shares,
cost $40,450,743) 44,709,382 44,923,143
American Express Trust Equity Index Fund - at
market value (1997 - 1,470,875 shares,
cost $21,348,377 and 1996 - 1,393,755 shares,
cost $17,988,820) 40,084,274 28,580,333
IDS Selective Fund (Y) - at market value
(1997 - 767,551 shares, cost $7,075,797
and 1996 - 682,710 shares, cost $6,321,013) 7,046,114 6,215,389
IDS New Dimensions Fund (Y) - at market
value (1997 - 2,786,925 shares, cost
$46,516,206 and 1996 - 2,528,099 shares,
cost $38,101,865) 66,501,616 52,351,870
Templeton Foreign Fund - at market value
(1997 - 769,713 shares, cost $7,761,131 and
1996 - 585,680 shares, cost $5,582,480) 7,658,640 6,067,643
Participant loans 3,987,776 3,780,417
------------- ------------
Total investments 174,576,199 142,732,410
RECEIVABLES:
Participant pre-tax contributions 552,738 418,526
Participant after-tax contributions 8,302 15,468
------------ ------------
Total receivables 561,040 433,994
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $175,137,239 $143,166,404
============ ============
<FN>
See notes to financial statements.
- -----------------------------------------------------------------------------------------------------
</FN>
</TABLE>
- 3 -
<PAGE>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
- -------------------------------------------
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 $ 22,076,270 $ 15,956,443 $ 15,862,135
Interest and dividend income 6,574,937 3,002,265 2,359,561
------------ ------------ ------------
Total investment income 28,651,207 18,958,708 18,221,696
Participant contributions:
Pre-tax contributions 12,292,840 14,347,613 12,170,578
After-tax contributions 196,762 259,617 213,401
------------ ------------ ------------
Total participant contributions 12,489,602 14,607,230 12,383,979
Rollovers from other qualified plans 192,400 475,051 554,164
Transfers from other qualified plans - net - 764,687 -
Other - (1,240) 9,664
------------ ------------ ------------
Total additions to net assets 41,333,209 34,804,436 31,169,503
------------ ------------ ------------
DEDUCTIONS FROM NET ASSETS:
Benefits paid to participants 8,575,373 8,137,132 4,853,595
Transfers to other qualified plans - net 787,001 - -
------------ ------------ ------------
Total deductions from net assets 9,362,374 8,137,132 4,853,595
------------ ------------ ------------
Net increase 31,970,835 26,667,304 26,315,908
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 143,166,404 116,499,100 90,183,192
------------ ------------ ------------
END OF YEAR $175,137,239 $143,166,404 $116,499,100
============ ============ ============
<FN>
See notes to financial statements.
- -------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>
- 4 -
<PAGE>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS FOR THE THREE YEARS
ENDED DECEMBER 31, 1997, 1996 AND 1995
- -------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Navistar International Transportation
Corp. 401(k) Retirement Savings Plan (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 salaried employees of the Company and of
certain of its affiliates who are participating under the Plan who meet
certain length of service requirements. The Plan was established
February 1, 1965, and has subsequently been restated and amended to
maintain qualification under Sections 401(a), 401(k) and 501 of the
Internal Revenue Code of 1986 and to modify the provisions of the Plan.
Administrative expenses relating to the Plan are paid by the Company.
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.
Contributions - Contributions may be made to the Plan on a pre-tax
basis, an after-tax basis, or a combination of both. Pre-tax salary
reduction contributions to the Plan are subject to annual maximum
limits equal to the lesser of 20 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).
After-tax contributions are subject to annual maximum limits of 10
percent of annual compensation. Both pre-tax and after-tax
contributions may be elected at a minimum level of 1 percent of
eligible compensation at any time. 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, neither after-tax contributions
nor 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.
The Plan permits the Company to make matching and discretionary
contributions. Company matching and discretionary contributions are
subject to a vesting schedule based upon the participant's length of
employment, and fully vest upon completion of five years of service.
In general, participation in this plan is limited to those eligible
salaried employees of the Company whose initial date of hire is prior
to January 1, 1996, and to eligible salaried employees of certain
affiliates.
- 5 -
<PAGE>
1. DESCRIPTION OF THE PLAN (continued)
Non-vested Company matching contributions are forfeited when a
participant retires or terminates service. Such forfeitures are used to
offset future Company contributions. Salary reduction contributions,
employee after-tax contributions and rollover contributions are fully
vested immediately. The Company did not make any matching or
discretionary contributions to the Plan during any of the three years
in the period ended December 31, 1997.
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 stock 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 re-established as an investment
option within this Plan. The Fund was previously closed to new
contributions. 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 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 ("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%
Company contributions, other than salary reduction contributions, made
prior to October 1, 1991, were invested in Navistar International
Corporation Common Stock until the employee attained age 55 and elected
a different investment option. Effective October 1, 1991, existing
account balances arising from such past Company contributions may, at
the direction of the participants, be transferred from the Navistar
Pooled Stock Fund to the other available investment options.
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
gains and losses, unrealized appreciation and depreciation, and
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 vested
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 ten 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. Dividend income is accrued 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.
- 7 -
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Valuation of Investments - Unrealized appreciation or depreciation on
investments is determined by comparing the fair value of these 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.
Participant Withdrawals - As of December 31, 1997 and December 31,
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. An in-service withdrawal may be made
for a portion of the value of the assets purchased with the
participants' after-tax contributions and investment earnings thereon.
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. Company matching and discretionary
contributions 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 vested portion of 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 April 1 following the year in which the participant becomes
age 70-1/2 if the participant terminated employment prior to April 1,
1992, or age 65 if the participant terminated employment on or after
April 1, 1992. 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.
- 8 -
<PAGE>
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 or contributions thereto have been completely
discontinued, the rights of all participants to the amounts credited to
their accounts shall be non-forfeitable and the interest of each
participant in the funds will be distributed to such participant or his
or her beneficiary in accordance with the Plan terms and the Code. If
the Plan is terminated, Plan participants will become fully vested in
any funds allocated to them.
7. INVESTMENTS EXCEEDING 5 PERCENT OF NET ASSETS
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 $44,709,382 $44,923,143
American Express Trust Equity Index Fund 40,084,274 28,580,333
IDS New Dimensions Fund (Y) 66,501,616 52,351,870
</TABLE>
8. TRANSACTIONS IN EMPLOYER SECURITIES
The Common Stock of Navistar was purchased, distributed and sold by the
Trustee during the Plan years ended December 31, as follows:
<TABLE>
<CAPTION>
<S> <S> <S> <S> <S>
Net
Sold Loss on
Plan Year Purchased Distributed (at cost) Disposal
--------- --------- ----------- ---------- --------
<C> <C> <C> <C> <C>
1997 $3,665,364 $ 15,964 $2,845,013 $892,841
========== ========== ========== ========
1996 $ 12,954 $ 13,061 $ 323,235 $260,828
========== ========== ========== ========
1995 $ 26,311 $ 26,311 $ 551,334 $403,319
========== ========== ========== ========
</TABLE>
- 9 -
<PAGE>
9. BY FUND INFORMATION
Investment income, participant pre-tax and after-tax contributions,
benefits paid to participants and transfers to and from 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 $ 2,077,554 $ (121,065) $ (436,640)
American Express Trust Collective Income Fund II 2,610,537 2,618,132 2,626,419
American Express Trust Equity Index Fund 9,613,902 5,191,035 5,286,987
IDS Selective Fund (Y) 53,844 (337,431) 551,665
IDS New Dimensions Fund (Y) 8,110,168 8,013,997 7,724,225
Templeton Foreign Fund (389,735) 591,775 109,479
----------- ----------- -----------
Total $22,076,270 $15,956,443 $15,862,135
=========== =========== ===========
Interest and dividend income:
Navistar Pooled Stock Master Trust Fund $ 4,349 $ - $ -
American Express Trust Collective Income Fund II 78,096 74,368 72,807
American Express Trust Equity Index Fund 65,753 51,963 33,329
IDS Selective Fund (Y) 486,359 506,743 337,512
IDS New Dimensions Fund (Y) 5,084,340 2,099,499 1,667,232
Templeton Foreign Fund 856,040 269,692 248,681
----------- ----------- ----------
Total $ 6,574,937 $ 3,002,265 $2,359,561
=========== =========== ==========
Participant pre-tax contributions:
Navistar Pooled Stock Master Trust Fund $ 39,238 $ - $ -
American Express Trust Collective Income Fund II 2,704,078 3,750,627 3,925,317
American Express Trust Equity Index Fund 2,710,910 2,858,460 2,024,078
IDS Selective Fund (Y) 855,205 1,233,966 1,029,154
IDS New Dimensions Fund (Y) 4,861,542 5,388,991 4,179,136
Templeton Foreign Fund 1,121,867 1,115,569 1,012,893
----------- ----------- -----------
Total $12,292,840 $14,347,613 $12,170,578
=========== =========== ===========
Participant after-tax contributions:
Navistar Pooled Stock Master Trust Fund $ 500 $ - $ -
American Express Trust Collective Income Fund II 56,882 58,089 70,157
American Express Trust Equity Index Fund 37,196 64,654 33,920
IDS Selective Fund (Y) 11,635 10,038 10,556
IDS New Dimensions Fund (Y) 67,712 79,178 58,573
Templeton Foreign Fund 22,837 47,658 40,195
----------- ----------- -----------
Total $ 196,762 $ 259,617 $ 213,401
=========== =========== ===========
Benefits paid to participants:
Navistar Pooled Stock Master Trust Fund $ 45,494 $ 31,203 $ 52,599
American Express Trust Collective Income Fund II 3,971,537 4,191,441 3,057,367
American Express Trust Equity Index Fund 1,440,639 1,129,939 552,080
IDS Selective Fund (Y) 384,749 371,048 135,940
IDS New Dimensions Fund (Y) 2,212,078 1,955,670 958,158
Templeton Foreign Fund 365,578 317,770 21,395
Participant loans 155,298 140,061 76,056
----------- ----------- -----------
Total $ 8,575,373 $ 8,137,132 $ 4,853,595
=========== =========== ===========
</TABLE>
-10-
<PAGE>
9. BY FUND INFORMATION (continued)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Transfers from (to) other qualified plans- net:
Navistar Pooled Stock Master Trust Fund $ (84,929) $ - $ -
American Express Trust Collective Income Fund II (232,201) 80,944 -
American Express Trust Equity Index Fund (175,078) 32,578 -
IDS Selective Fund (Y) (6,531) 124,137 -
IDS New Dimensions Fund (Y) (243,717) 457,551 -
Templeton Foreign Fund (23,118) 33,057 -
Participant Loans (21,427) 36,420 -
---------- -------- ---------
Total $(787,001) $764,687 $ -
========== ======== =========
</TABLE>
- 11 -
<PAGE>
10. 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 market value amounts shown in the Statement of Net Assets Available
For Benefits, as follows:
Navistar Pooled Stock Master Trust Fund $ 1,556,429
American Express Trust Collective
Income Fund II 1,064,132
American Express Trust Equity Index Fund 5,327,508
IDS Selective Fund (Y) 12,281
IDS New Dimensions Fund (Y) 8,422,088
Templeton Foreign Fund 762,016
-----------
Net increase in market value $17,144,454
===========
- 12 -
<PAGE>
SCHEDULE I
----------
<TABLE>
<CAPTION>
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
- -------------------------------------------
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 697,325 units of participation $ 5,428,589 $ 4,588,397
American Express Trust Collective Income Fund II 2,570,366 shares of beneficial
interest, collective investment fund 38,762,716 44,709,382
American Express Trust Equity Index Fund 1,470,875 shares of beneficial
interest, collective investment fund 21,348,377 40,084,274
IDS Selective Fund (Y) 767,551 shares of beneficial
interest, mutual fund 7,075,797 7,046,114
IDS New Dimensions Fund (Y) 2,786,925 shares of beneficial
interest, mutual fund 46,516,206 66,501,616
Templeton Foreign Fund 769,713 shares of beneficial
interest, specialty growth mutual fund 7,761,131 7,658,640
Participant Loans Interest rates ranging from 6.67% - 10.30%,
(maturing 1998 through 2007) 3,987,776 3,987,776
------------ ------------
TOTAL INVESTMENTS $130,880,592 $174,576,199
============ ============
<FN>
(1) An asterisk indicates a party-in-interest.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>
-13-
<PAGE>
SCHEDULE II
NAVISTAR INTERNATIONAL TRANSPORTATION CORP.
401(k) RETIREMENT SAVINGS PLAN
- -------------------------------------------
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
Identity of Issue of Asset Purchases Sales Purchases Sales Net Gain
- --------------------------- -------------------------- --------- ------- ----------- ---------- ----------
<S> <S> <C> <C> <C> <C> <C>
IDS New Dimensions Fund (Y) Mutual Fund 126 $13,207,985
IDS New Dimensions Fund (Y) Mutual Fund 125 $6,778,917 $2,262,419
American Express Trust
Collective Income Fund II Collective Investment Fund 90 6,973,826
American Express Trust
Collective Income Fund II Collective Investment Fund 132 9,526,333 1,108,300
American Express Trust
Equity Index Fund Collective Investment Fund 124 5,302,213
American Express Trust
Equity Index Fund Collective Investment Fund 94 3,264,749 1,410,514
<FN>
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.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 14 -
<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)
Retirement Savings Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
June 26, 1998
Chicago, Illinois
E-1
