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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 1998
NAVISTAR INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-9618 36-3359573
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
455 North Cityfront Plaza Drive, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 836-2000
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ITEM 5. OTHER EVENTS
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" (SFAS 128), was issued requiring a new method for computing
earnings per share. SFAS 128 is effective for financial statements
ending after December 15, 1997 and requires a restatement of prior
period earnings per share data and additional disclosures regarding
the details of the computation of both basic and diluted earnings per
share as set forth in SFAS 128. Navistar International Corporation
(the "company") has provided, in an exhibit to this Form 8-K,
restated earnings per share for the company's Annual Report on Form
10-K for the year ended October 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Page
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Exhibit No. Description
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99.1 Earnings per share -- restated for E-1
Statement of Financial Accounting
Standards No. 128
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NAVISTAR INTERNATIONAL CORPORATION
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Registrant
Date: March 6, 1998 /s/ J. Steven Keate
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J. Steven Keate
Vice President and Controller
(Principal Accounting Officer)
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INDEX TO EXHIBITS
Page
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Exhibit No. Description
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99.1 Earnings per share -- restated for E-1
Statement of Financial Accounting
Standards No. 128
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Exhibit 99.1
Earnings Per Share -- Restated for Statement of
Financial Accounting Standards No. 128
The table below contains earnings per share data as restated under the
provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" (SFAS 128). This data restates the company's selected financial data
included in its Annual Report on Form 10-K, Item 6 for the periods detailed
below.
<TABLE>
<CAPTION>
Fiscal Year Ended October 31,
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1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Income (loss) of continuing
operations per common share
Basic....................... $1.66 $ .49 $1.83 $ .99 $ (8.63)
Diluted..................... $1.65 $ .49 $1.83 $ .99 $ (8.63)
Net income (loss) per common share
Basic....................... $1.66 $ .49 $1.83 $ .72 $(15.19)
Diluted..................... $1.65 $ .49 $1.83 $ .72 $(15.19)
Average shares outstanding (millions):
Basic....................... 73.1 73.7 74.2 74.5 34.9
Diluted..................... 73.6 73.8 74.3 74.6 34.9
</TABLE>
The table below presents additional required disclosures regarding the
computation of basic and diluted earnings per share under SFAS 128 for the
periods detailed below.
Income (loss) of continuing operations per common share was computed as follows:
<TABLE>
<CAPTION>
For the years ended October 31
(In millions) 1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Income (loss) of
continuing operations.............. $ 150 $ 65 $ 164 $ 102 $ (273)
Less dividends on
Series G Preferred stock........... 29 29 29 29 29
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Income (loss) of
continuing operations
applicable to common stock
(Basic and Diluted)............. $ 121 $ 36 $ 135 $ 73 $ (302)
====== ====== ====== ====== ======
Average shares outstanding (millions)
Basic........................... 73.1 73.7 74.2 74.5 34.9
Dilutive effect of
options outstanding........ .4 - - - -
Conversion of Series D
Preference Stock........... .1 .1 .1 .1 -
------ ------ ------ ------ ------
Diluted........................ 73.6 73.8 74.3 74.6 34.9
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</TABLE>
Unexercised employee stock options to purchase shares of Navistar Common
Stock were not included in the computation of diluted shares outstanding
when the options'exercise prices were greater than the average market price
of Navistar Common Stock during the respective periods. Additionally, the
diluted calculation excludes the effects of the conversion of the Series G
Preferred Stock as such conversion would produce anti-dilutive results. The
dilutive effect of options outstanding and the conversion of Series D Preference
Stock were not included in 1993 diluted shares as such inclusion would produce
anti-dilutive results. Basic and diluted loss of discontinued operations per
common share in 1994 was $0.27. Basic and diluted loss from the cumulative
effect of changes in accounting policy per common share in 1993 was $6.56.
In January of 1998, the company repurchased approximately 3.2 million
shares of its Class B Common Stock from the Supplemental Trust.
E-1
