<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 33-78660
Full title of the plan:
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MOTIVEPOWER INDUSTRIES, INC.
1200 Reedsdale Street
Pittsburgh, Pennsylvania 15233
1
<PAGE> 2
MOTIVEPOWER INDUSTRIES, INC.
ANNUAL REPORT ON FORM 11-K
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS' REPORT
3
FINANCIAL STATEMENTS
Statements of Net Assets Available for 4
Benefits, With Fund Information, December 31, 1997
and 1996
Statement of Changes in Net Assets 5
Available for Benefits, With Fund Information,
for the Year Ended December 31, 1997
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES
Item 27(a) - Schedule of Assets Held for 12
Investment Purposes (at the end of the plan year)
December 31, 1997
Item 27(d) - Schedule of Reportable Transactions 13
for the Year ended December 31, 1997
SIGNATURE 14
EXHIBITS
Independent Auditors' Consent 15
2
<PAGE> 3
Independent Auditors' Report
- ----------------------------
To the MotivePower Industries, Inc. Savings Plan and Participants:
We have audited the accompanying statements of net assets available for benefits
with fund information of the MotivePower Industries, Inc. Savings Plan as of
December 31, 1997 and 1996 and the related statement of changes in net assets
available for benefits with fund information for the year ended December 31,
1997. 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 audits 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 referred to above present fairly in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996 and the changes in its net assets available for
benefits for the year 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 as of December 31, 1997 and for the year ended
December 31, 1997 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Grossman Yanak & Ford LLP
Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
June 1, 1998
3
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<TABLE>
<CAPTION>
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION,
DECEMBER 31, 1997 AND 1996
FUND INFORMATION
-----------------------------------------------------------------------------------
PARTICIPANT
DIRECTED
-----------------------------------------------------------------------------------
MOTIVEPOWER T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE
COMMON STABLE VALUE INTERNATIONAL SCIENCE & SPECTRUM SHORT-TERM
STOCK FUND STOCK FUND TECHNOLOGY FUND INCOME FUND BOND FUND
----------- ------------- ------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
(DECEMBER 31, 1997)
ASSETS:
- ------
Investments, at fair value:
MotivePower common stock $2,544,955 $ - $ - $ - $ - $ -
Registered investment companies - 2,485,365 1,446,336 2,783,021 1,607,606 499,604
Loans to participants - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total investments 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 499,604
---------- ---------- ---------- ---------- ---------- --------
Receivables:
Employer - - - - - -
Participant - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total receivables - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total assets 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606 499,604
---------- ---------- ---------- ---------- ---------- --------
LIABILITIES:
- -----------
Employer contribution paid in advance - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Net assets available for benefits $2,544,955 $2,485,365 $1,446,336 $2,783,021 $1,607,606 $499,604
========== ========== ========== ========== ========== ========
(DECEMBER 31, 1996)
ASSETS:
- ------
Investments, at fair value:
MotivePower common stock $ 629,855 $ - $ - $ - $ - $ -
Registered investment companies - 2,343,186 1,523,918 3,019,479 1,482,246 520,057
Loans to participants - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total investments 629,855 2,343,186 1,523,918 3,019,479 1,482,246 520,057
---------- ---------- ---------- ---------- ---------- --------
Receivables:
Employer - - - - - -
Participant - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total receivables - - - - - -
---------- ---------- ---------- ---------- ---------- --------
Total assets 629,855 2,343,186 1,523,918 3,019,479 1,482,246 520,057
---------- ---------- ---------- ---------- ---------- --------
LIABILITIES:
- -----------
Employer contribution paid in advance - - - - -
---------- ---------- ---------- ---------- ---------- --------
Net assets available for benefits $ 629,855 $2,343,186 $1,523,918 $3,019,479 $1,482,246 $520,057
========== ========== ========== ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------
NON-PARTICIPANT
DIRECTED
----------------------------------- ------------
T. ROWE PRICE MOTIVEPOWER
SPECTRUM LOAN COMMON
GROWTH FUND FUND OTHER STOCK TOTAL
------------- -------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(DECEMBER 31, 1997)
ASSETS:
- ------
Investments, at fair value:
MotivePower common stock $ - $ - $ - $2,643,417 $ 5,188,372
Registered investment companies 2,875,782 - - - 11,697,714
Loans to participants - 536,140 - - 536,140
---------- -------- --------- --------- -----------
Total investments 2,875,782 536,140 - 2,643,417 17,422,226
---------- -------- --------- --------- -----------
Receivables:
Employer - - 51,366 - 51,366
Participant - - 87,048 - 87,048
---------- -------- --------- --------- -----------
Total receivables - - 138,414 - 138,414
---------- -------- --------- --------- -----------
Total assets 2,875,782 536,140 138,414 2,643,417 17,560,640
---------- -------- --------- --------- -----------
LIABILITIES:
- -----------
Employer contribution paid in advance - - 278,293 - 278,293
---------- -------- --------- --------- -----------
Net assets available for benefits $2,875,782 $ 536,140 $(139,879) $2,643,417 $17,282,347
========== ======== ========= ========= ===========
(DECEMBER 31, 1996)
ASSETS:
- ------
Investments, at fair value:
MotivePower common stock $ - $ - $ - $ 873,273 $ 1,503,128
Registered investment companies 2,360,174 - - - 11,249,060
Loans to participants - 312,894 - - 312,894
---------- -------- --------- --------- -----------
Total investments 2,360,174 312,894 - 873,273 13,065,082
---------- -------- --------- --------- -----------
Receivables:
Employer - - - - -
Participant - - 43,050 - 43,050
---------- -------- --------- --------- -----------
Total receivables - - 43,050 - 43,050
---------- -------- --------- --------- -----------
Total assets 2,360,174 312,894 43,050 873,273 13,108,132
---------- -------- --------- --------- -----------
LIABILITIES:
- -----------
Employer contribution paid in advance - - 249,800 - 249,800
---------- -------- --------- --------- -----------
Net assets available for benefits $2,360,174 $312,894 $(206,750) $ 873,273 $12,858,332
========== ======== ========= ========= ===========
</TABLE>
See accompanying notes to the financial statements.
4
<PAGE> 5
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
PARTICIPANT
DIRECTED
----------------------------------------------------------------------
MOTIVEPOWER T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE T. ROWE PRICE
COMMON STABLE VALUE INTERNATIONAL SCIENCE & SPECTRUM
STOCK FUND STOCK FUND TECHNOLOGY FUND INCOME FUND
----------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ - $ 143,851 $ 76,388 $ 263,558 $ 113,752
Interest - - - - -
Net appreciation (depreciation) in fair value of investments 1,415,252 - (30,130) (225,236) 61,402
---------- ---------- ---------- ---------- ----------
Total investment income 1,415,252 143,851 46,258 38,322 175,154
---------- ---------- ---------- ---------- ----------
Contributions:
Employer - - - - -
Participant directed 165,181 154,275 157,197 277,651 127,004
Participant rollovers 79,601 32,082 - 49,316 7,814
---------- ---------- ---------- ---------- ----------
Total contributions 244,782 186,357 157,197 326,967 134,818
---------- ---------- ---------- ---------- ----------
Other 62,304 7,528 3,262 6,612 2,770
---------- ---------- ---------- ---------- ----------
Total additions 1,722,338 337,736 206,717 371,901 312,742
---------- ---------- ---------- ---------- ----------
Forfeitures - - - - -
Benefits paid to participants (101,653) (177,623) (212,878) (350,301) (193,347)
---------- ---------- ---------- ---------- ----------
Total deductions (101,653) (177,623) (212,878) (350,301) (193,347)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) 1,620,685 160,113 (6,161) 21,600 119,395
Interfund transfers 294,415 (17,934) (71,421) (258,058) 5,965
---------- ---------- ---------- ---------- ----------
Net increase (decrease) 1,915,100 142,179 (77,582) (236,458) 125,360
Net assets available for benefits:
Beginning of year 629,855 2,343,186 1,523,918 3,019,479 1,482,246
---------- ---------- ---------- ---------- ----------
End of year $2,544,955 $2,485,365 $1,446,336 $2,783,021 $1,607,606
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------
NON-PARTICIPANT
DIRECTED
---------------------------------- ---------------
T. ROWE PRICE MOTIVEPOWER
SPECTRUM LOAN COMMON
GROWTH FUND FUND OTHER STOCK TOTAL
-------------- ------- -------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 290,891 $ - $ - $ - $ 917,384
Interest - 34,280 - - 34,280
Net appreciation (depreciation) in fair value of investments 129,412 - - 1,717,248 3,069,046
---------- -------- --------- ---------- -----------
Total investment income 420,303 34,280 - 1,717,248 4,020,710
---------- -------- --------- ---------- -----------
Contributions:
Employer - - 51,366 348,864 400,230
Participant directed 269,229 - 87,048 - 1,285,763
Participant rollovers 80,587 - - - 262,092
---------- -------- --------- ---------- -----------
Total contributions 349,816 - 138,414 348,864 1,948,085
---------- -------- --------- ---------- -----------
Other 3,798 - - - 87,825
---------- -------- --------- ---------- -----------
Total additions 773,917 34,280 138,414 2,066,112 6,056,620
---------- -------- --------- ---------- -----------
Forfeitures - - (28,493) - (28,493)
Benefits paid to participants (201,582) (32,815) - (289,906) (1,604,112)
---------- -------- --------- ---------- -----------
Total deductions (201,582) (32,815) (28,493) (289,906) (1,632,605)
---------- -------- --------- ---------- -----------
Net increase (decrease) 572,335 1,465 109,921 1,776,206 4,424,015
Interfund transfers (56,727) 221,781 (43,050) (6,062) -
---------- -------- --------- ---------- -----------
Net increase (decrease) 515,608 223,246 66,871 1,770,144 4,424,015
Net assets available for benefits:
Beginning of year 2,360,174 312,894 (206,750) 873,273 12,858,332
---------- -------- --------- ---------- -----------
End of year $2,875,782 $536,140 $(139,879) $2,643,417 $17,282,347
========== ======== ========= ========== ===========
</TABLE>
See accompanying notes to the financial statements.
5
<PAGE> 6
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Company and the Plan
---------------------------------------
MotivePower Industries, Inc. and its subsidiaries (collectively, the
"Company") is a leader in the manufacturing of products for rail and
other power-related industries. Through its subsidiaries, the Company
manufactures and distributes engineered locomotive components and
parts; provides locomotive fleet maintenance; overhauls and
remanufactures locomotives; manufactures environmentally friendly
switcher, commuter and mid-range DC and AC traction, diesel-electric
and liquefied natural gas locomotives up to 4,000 horsepower; and
manufactures components for power, marine and industrial markets. The
Company's primary customers are freight and passenger railroads,
including every Class I railroad in North America.
On November 28, 1997, the Company acquired certain assets and
liabilities of Jomar, an Illinois based manufacturer of locomotive
brake rigging and other related components. On December 2, 1997, the
Company acquired all the outstanding shares of Microphor, a California
based manufacturer of self-contained sanitation and waste retention
systems. The acquisitions did not have a material impact to the
MotivePower Industries, Inc. Savings Plan's net assets available for
benefits as of December 31, 1997.
The following description of the MotivePower Industries, Inc. Savings
Plan (the "Plan"), is provided for general information purposes only.
Participants should refer to the Plan document for a more complete
description of the Plan.
General
The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan is administered by a Committee appointed by the
Board of Directors or the Chief Executive Officer of the Company. The
Committee as named fiduciary, has all powers necessary to carry out the
provisions of the Plan and to satisfy the requirements of any
applicable law. The Committee establishes among other things the
funding policy of the plan. T. Rowe Price Trust Company (the "Trustee")
serves as trustee of the Plan. The Trustee is custodian of the Plan's
assets and invests all contributions to the Plan as directed by the
Committee and/or the Participants. T. Rowe Price Retirement Plan
Services, Inc. (the "Record Keeper") serves as recordkeeper of the
Plan.
The Plan is composed of eight funds: the MotivePower Industries, Inc.
Common Stock Fund which invests exclusively in the stock of MotivePower
Industries, Inc.; the T. Rowe Price Stable Value Fund, which invests
primarily in investment contracts issued by insurance companies and
banks; the T. Rowe Price International Stock Fund, which invests in the
stock of foreign companies; the T. Rowe Price Science & Technology
Fund, which invests in companies in a wide range of industries
including computers, genetic engineering, communications, health care
and waste management; the T. Rowe Price Spectrum Income Fund, which
invests in up to seven
6
<PAGE> 7
T. Rowe Price Funds selecting from a variety of income instruments
including: treasuries, GNMAs, and high quality bonds; high yield bonds;
foreign issues; and dividend paying stocks; the T. Rowe Price
Short-Term Bond Fund, which invests in short- and intermediate-term
securities, focusing on high quality treasuries, certificates of
deposit, and finance industry bonds; the T. Rowe Price Spectrum Growth
Fund, which invests in up to seven T. Rowe Price Funds selecting from
domestic and international stocks and money market securities; and a
Participant Loan Fund. Participants may transfer balances between funds
daily.
The investments in the Plan are subject to market risk related to the
underlying securities.
Participation
Participation in the Plan is extended to substantially all salaried and
hourly employees regularly employed by the Company and not covered
under the terms of collective bargaining agreements. An eligible
employee may become a Participant in the Plan by completing an
enrollment form whereby the employee authorizes regular salary
deferrals for each pay period which the Company shall then contribute
to the Plan. These contributions are excluded from the Participants'
taxable income for federal income tax purposes until received as a
withdrawal or distribution from the Plan. A Participant may direct the
Company to increase or decrease the percentage of salary deferrals as
soon as practicable after written notice has been delivered.
Contributions
The Plan provides that a Participant may elect to defer up to the
lesser of 15% of salary or the applicable limit established by Internal
Revenue Service Code Section 402(g) ($9,500 for the 1997 calendar
year). The Plan also provides that certain limitations may be imposed
on Participant contributions in order to comply with statutory
requirements.
Effective January 1, 1997 the Company made basic contributions, in an
amount equal to 1% of an eligible employee's gross salary and on July
1, 1997 the Company increased those basic contributions equal to 2% of
an eligible employee's gross salary. The Company basic contributions
are in the form of Company stock. Beginning January 1, 1998 the Company
will make matching contributions, in the form of Company stock, of 50%
of an eligible employee's contributions into the Plan to a maximum
total of 3% of eligible gross wages. Company basic contributions may
not be directed by the Participant while Company matching contributions
may be redirected by the Participant once contributed into the Plan.
7
<PAGE> 8
Withdrawals
All Participants are permitted to make withdrawals from the Plan
subject to provisions in the Plan document. Inactive or terminated
Participants may request a lump sum distribution.
Investment Elections
Each Participant may direct salary deferral contributions to be
invested in one or more of the eight funds described above. A
Participant may change such allocation and/or transfer all or a portion
of the value of his or her account, in minimum increments of 1% by
notifying the Trustee.
Valuation
All of a Participant's salary deferral contributions are credited to
his or her account. The value of each of the separate funds is
determined on each valuation date (daily). The Record Keeper then
determines the value and increases or decreases each Participant's
account to reflect his or her proportionate interest in each of the
funds. A Participant's interest is represented by shares in each fund.
Any cash or stock dividend received on shares of Company stock shall be
allocated to Participants' accounts.
Vesting
Participants' salary deferral contributions and Company basic
contributions are fully vested at all times. With respect to vesting of
Company matching contributions, upon completion of five years of
service or after attaining Normal Retirement Date (age 65) or by reason
of disability or death, a Participant shall become fully vested.
Participants are credited with years of service based on years of
service with the Company, the previous parent of the Company,
subsidiaries of the Company, and subsidiaries acquired through
acquisitions depending on the terms of the acquisition agreement. A
Participant with less than five years of service shall vest in Company
matching contributions according to the following schedule:
Years of Service Vesting Percentage
---------------- ------------------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Amounts contributed through salary deferrals may be withdrawn by or
distributed to a Participant only (1) upon termination of employment or
(2) upon attaining the age of 59-1/2. Upon proof, to the satisfaction
of the Committee, of an immediate and heavy financial need, amounts in
the salary deferral account may be withdrawn for a hardship purpose.
Certain income tax penalties may apply to withdrawals or distributions
prior to age 59-1/2.
8
<PAGE> 9
Forfeitures
When certain terminations of participation in the Plan occur, the
nonvested portion of a Participant's account, as defined by the Plan,
generally results in a forfeiture. Such forfeitures are available to
reduce subsequent Company matching contributions to the Plan. It is the
Plan's intention to begin utilizing such forfeitures in the first
quarter of 1998 to reduce subsequent Company matching contributions. At
December 31, 1997 and 1996, unallocated forfeitures totaled $278,293
and $249,800, respectively. However, if upon reemployment, the former
Participant fulfills certain requirements, as defined in the Plan, the
previously forfeited nonvested portion of the Participant's account
will be restored through Company contributions. Participant forfeitures
are invested in the T. Rowe Price Stable Value Fund.
Loans to Participants
The Plan allows for loans to Participants. A Participant may apply for
and obtain a loan in an amount as defined in the Plan (not less than
$1,000 and not greater than $50,000 or 50% of his or her vested account
balance) from their account balance. The loans are repaid over a period
not exceeding five years; with respect to a loan for the purchase of a
primary residence the term may exceed five years. Interest is charged
at a rate deemed reasonable by the Committee. Payments of principal and
interest are credited to the Participant's account. Participants may
have only one outstanding loan at any time.
Plan Termination
The Company has the right to suspend contributions to the Plan or to
terminate or modify the Plan from time to time. In the event that the
Plan is terminated or contributions by the Company are discontinued,
each Participant's Company contribution account will be fully vested.
Benefits under the Plan are provided solely from the Plan assets.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
basis of accounting.
Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator 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 changes in net assets available for benefits during
the reporting period. Actual results may differ from those estimates.
Valuation of Investments
The Plan's shares of common stock and registered investment companies
are presented at fair market value, which is based on published market
quotations. Loans to Participants are valued at cost, which
approximates fair value.
In 1996, the Plan adopted the American Institute of CPA's Statement of
Position 94-4 "Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined-Contribution Pension Plans". Adoption
of this statement had no effect on the net assets available for
benefits or changes therein.
9
<PAGE> 10
Measurement Date
Purchases and sales of securities are recorded on a trade-date basis.
Expenses
The Company has paid all costs and expenses incurred in the
administration of the Plan.
Payment of Benefits
Benefits are recorded when paid.
Reclassifications
Certain previously reported amounts have been reclassified to conform
to the 1997 presentation.
3. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits
as reflected in the financial statements to the Form 5500 for the 1997
and 1996 Plan year:
<TABLE>
<CAPTION>
1997 1996
---------------- ----------------
<S> <C> <C>
Net assets available for benefits per the financial statements $17,282,347 $12,858,332
Less amounts allocated to withdrawing Participants 31,568 122,183
---------------- ----------------
Net assets available for benefits per the Form 5500 $17,250,779 $12,736,149
================ ================
</TABLE>
The following is a reconciliation of benefits paid to Participants as
reflected in the financial statements to the Form 5500 for the 1997
Plan year.
<TABLE>
<CAPTION>
1997
----------------
<S> <C>
Benefits paid to Participants per the financial statements $1,604,112
Add: Amounts allocated to withdrawing Participants at
December 31, 1997 31,568
Less: Amounts allocated to withdrawing Participants at
December 31, 1996 (122,183)
----------------
Benefits paid to Participants per the Form 5500 $1,513,497
================
</TABLE>
Amounts allocated to withdrawing Participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31, but not yet paid as of that date.
10
<PAGE> 11
4. Tax Status
The Plan obtained its latest determination letter on February 12, 1996 in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code and that therefore, the Plan qualified under Section 401(a) of the
Code as of December 31, 1995. The Plan has been amended since receiving
the determination letter. However, the Plan Administrator believes that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
5. Investments Exceeding 5% of Net Assets
The Plan's investments which exceeded 5% of net assets available for
benefits are as follows:
<TABLE>
<CAPTION>
December 31,
------------
1997 1996
------------ -------------
<S> <C> <C>
MotivePower Industries, Inc. Common Stock $ 5,188,372 $ 1,503,128
T. Rowe Price Stable Value Fund 2,485,365 2,343,186
T. Rowe Price International Stock Fund 1,446,336 1,523,918
T. Rowe Price Science & Technology Fund 2,783,021 3,019,479
T. Rowe Price Spectrum Income Fund 1,607,606 1,482,246
T. Rowe Price Spectrum Growth Fund 2,875,782 2,360,174
</TABLE>
6. Litigation Settlement
---------------------
In 1997, the Plan, as a former shareholder of Morrison Knudsen, received a
settlement award related to the class action shareholder litigation suit
brought against the Company's former parent, Morrison Knudsen. The total
award of $87,825 has been reflected as an other addition in the 1997
statement of changes in net assets available for benefits.
11
<PAGE> 12
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
EIN: 82-0461010
PLAN NUMBER: 001
ITEM 27 (a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (AT THE END OF THE
PLAN YEAR) DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT
LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
----------------------- --------------------------------- ---- -----
COMMON STOCK
------------
<S> <C> <C> <C> <C>
* MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock
223,155.785 Shares $ 2,294,643 $ 5,188,372
------------- -------------
REGISTERED INVESTMENT COMPANIES
-------------------------------
* T. Rowe Price Trust Company T. Rowe Price Stable Value Fund
2,485,365 Shares 2,485,365 2,485,365
* T. Rowe Price Trust Company T. Rowe Price International Stock Fund
107,774.674 Shares 1,357,406 1,446,336
* T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund
102,091.747 Shares 2,667,880 2,783,021
* T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund
137,873.573 Shares 1,499,312 1,607,606
* T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund
106,752.926 Shares 503,475 499,604
* T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund
180,526.195 Shares 2,501,291 2,875,782
------------- -------------
11,014,729 11,697,714
------------- -------------
LOAN FUND
---------
* Participant Loans Various Loans; 8.0% to 10.0%, due
12 to 120 months from date of loan - 536,140
------------- -------------
$ 13,309,372 $ 17,422,226
============= =============
</TABLE>
* Party-in-Interest
Note: Cost of participant loans is $-0- as indicated in the instructions
to Form 5500 - item 27 (a).
12
<PAGE> 13
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
EIN: 82-0461010
PLAN NUMBER: 001
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF FIVE
PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
-------- -------- -------- -------- -------- -------- --------
Current Value
Identity of Purchase Selling Cost of Asset on Net Gain
Party Involved Description of Asset Price Price of Asset Transaction Date or (Loss)
-------------- -------------------- ----- ----- -------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ 511,278 $ 511,278 $ 511,278
$ 369,378 369,378 369,378 $ -
T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 753,650 753,650 753,650
764,871 703,208 764,871 61,663
T. Rowe Price Trust Company T. Rowe Price International Stock Fund 324,479 324,479 324,479
371,930 323,979 371,930 47,951
T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 359,890 359,890 359,890
295,932 285,128 295,932 10,804
T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 800,322 800,322 800,322
413,459 342,103 413,459 71,356
MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,072,217 1,072,217 1,072,217
519,359 263,444 519,359 255,915
</TABLE>
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have
been omitted because there is no information to report.
13
<PAGE> 14
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
By: MOTIVEPOWER INDUSTRIES, INC.
Plan Administrator
Date June 15, 1998 By /s/ SCOTT WAHLSTROM
---------------------- -------------------------------------
Scott Wahlstrom
Vice President of Human Resources
14
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-75640 of MotivePower Industries, Inc. on Form S-8 of our report dated June 1,
1998 appearing in this Annual Report on Form 11-K of the MotivePower Industries,
Inc. Savings Plan for the year ended December 31, 1997.
/s/ Grossman Yanak & Ford LLP
Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
June 15, 1998
15
