<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, 1998, 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.
Two Gateway Center
14th Floor
Pittsburgh, Pennsylvania 15222
<PAGE> 2
MOTIVEPOWER INDUSTRIES, INC.
ANNUAL REPORT ON FORM 11-K
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
Statements of Net Assets Available for 4
Benefits, With Fund Information, December 31, 1998
and 1997
Statement of Changes in Net Assets 5
Available for Benefits, With Fund Information,
for the Year Ended December 31, 1998
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES
Item 27(a) - Schedule of Assets Held for 11
Investment Purposes (at the end of the plan year)
December 31, 1998
Item 27(d) - Schedule of Reportable Transactions 12
for the Year ended December 31, 1998
SIGNATURE 13
EXHIBITS
Independent Auditors' Consent 14
</TABLE>
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, 1998 and 1997 and the related statement of changes in net assets
available for benefits with fund information for the year ended December 31,
1998. 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, 1998 and 1997 and the changes in its net assets available for
benefits for the year ended December 31, 1998 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, 1998 and for the year ended
December 31, 1998 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 11, 1999
3
<PAGE> 4
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits, With Fund Information,
December 31, 1998 and 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>
(December 31, 1998)
ASSETS:
Investments, at fair value:
MotivePower common stock $4,161,430 $ -- $ -- $ -- $ --
Registered investment companies -- 2,787,221 1,425,420 4,338,646 1,725,412
Loans to participants -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total investments 4,161,430 2,787,221 1,425,420 4,338,646 1,725,412
---------- ---------- ---------- ---------- ----------
Receivables:
Employer -- -- -- -- --
Participant -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total receivables -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total assets 4,161,430 2,787,221 1,425,420 4,338,646 1,725,412
---------- ---------- ---------- ---------- ----------
LIABILITIES:
Employer contribution paid in advance -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $4,161,430 $2,787,221 $1,425,420 $4,338,646 $1,725,412
========== ========== ========== ========== ==========
(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
Loans to participants -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total investments 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606
---------- ---------- ---------- ---------- ----------
Receivables:
Employer -- -- -- -- --
Participant -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total receivables -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total assets 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606
---------- ---------- ---------- ---------- ----------
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
========== ========== ========== ========== ==========
</TABLE>
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits, With Fund Information,
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------
Participant Non-Participant
Directed Directed
--------------------------------------------------------- ---------------
T. Rowe Price T. Rowe Price MotivePower
Short-Term Spectrum Loan Common
Bond Fund Growth Fund Fund Other Stock Total
------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
(December 31, 1998)
ASSETS:
Investments, at fair value:
MotivePower common stock $ -- $ -- $ -- $ -- $ 3,898,323 $ 8,059,753
Registered investment companies 509,127 3,700,001 -- 4,888 -- 14,490,715
Loans to participants -- -- 681,423 -- -- 681,423
----------- ----------- ----------- ----------- ----------- -----------
Total investments 509,127 3,700,001 681,423 4,888 3,898,323 23,231,891
----------- ----------- ----------- ----------- ----------- -----------
Receivables:
Employer -- -- -- 85,213 -- 85,213
Participant -- -- -- 134,911 -- 134,911
----------- ----------- ----------- ----------- ----------- -----------
Total receivables -- -- -- 220,124 -- 220,124
----------- ----------- ----------- ----------- ----------- -----------
Total assets 509,127 3,700,001 681,423 225,012 3,898,323 23,452,015
----------- ----------- ----------- ----------- ----------- -----------
LIABILITIES:
Employer contribution paid in advance -- -- -- 37,966 -- 37,966
----------- ----------- ----------- ----------- ----------- -----------
Net assets available
for benefits $ 509,127 $ 3,700,001 $ 681,423 $ 187,046 $ 3,898,323 $23,414,049
=========== =========== =========== =========== =========== ===========
(December 31, 1997)
ASSETS:
Investments, at fair value:
MotivePower common stock $ -- $ -- $ -- $ -- $ 2,643,417 $ 5,188,372
Registered investment companies 499,604 2,875,782 -- -- -- 11,697,714
Loans to participants -- -- 536,140 -- -- 536,140
----------- ----------- ----------- ----------- ----------- -----------
Total investments 499,604 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 499,604 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 $ 499,604 $ 2,875,782 $ 536,140 $ (139,879) $ 2,643,417 $17,282,347
=========== =========== =========== =========== =========== ===========
</TABLE>
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, 1998
<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 $ 42 $ 151,295 $ 51,867 $ 109,284 $ 129,664
Interest -- -- -- -- --
Net appreciation (depreciation)
in fair value of investments 1,203,703 -- 157,709 1,196,926 (25,119)
----------- ----------- ----------- ----------- -----------
Total investment income 1,203,745 151,295 209,576 1,306,210 104,545
----------- ----------- ----------- ----------- -----------
Contributions:
Employer 421,380 -- -- -- --
Participant directed 348,372 166,862 161,426 340,615 159,147
Participant rollovers 77,803 38,061 71,986 243,999 106,280
----------- ----------- ----------- ----------- -----------
Total contributions 847,555 204,923 233,412 584,614 265,427
----------- ----------- ----------- ----------- -----------
Other 13 3,387 -- 4 --
----------- ----------- ----------- ----------- -----------
Total additions 2,051,313 359,605 442,988 1,890,828 369,972
----------- ----------- ----------- ----------- -----------
Forfeitures -- -- -- -- --
Benefits paid to participants (131,812) (193,583) (231,325) (276,172) (250,023)
----------- ----------- ----------- ----------- -----------
Total deductions (131,812) (193,583) (231,325) (276,172) (250,023)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 1,919,501 166,022 211,663 1,614,656 119,949
Interfund transfers (303,026) 135,834 (232,579) (59,031) (2,143)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 1,616,475 301,856 (20,916) 1,555,625 117,806
Net assets available for benefits:
Beginning of year 2,544,955 2,485,365 1,446,336 2,783,021 1,607,606
----------- ----------- ----------- ----------- -----------
End of year $ 4,161,430 $ 2,787,221 $ 1,425,420 $ 4,338,646 $ 1,725,412
=========== =========== =========== =========== ===========
</TABLE>
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits, With Fund Information
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------
Participant Non-Participant
Directed Directed
--------------------------------------------------------- ---------------
T. Rowe Price T. Rowe Price MotivePower
Short-Term Spectrum Loan Common
Bond Fund Growth Fund Fund Other Stock Total
------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 25,582 $ 315,143 $ -- $ -- $ -- 782,877
Interest -- -- 46,845 -- -- 46,845
Net appreciation (depreciation)
in fair value of investments 1,876 103,675 -- -- 1,063,979 3,702,749
------------ ------------ ------------ ------------ ------------ ------------
Total investment income 27,458 418,818 46,845 -- 1,063,979 4,532,471
------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Employer -- -- -- 85,213 424,785 931,378
Participant directed 56,314 398,202 -- 134,911 -- 1,765,849
Participant rollovers 13,397 326,534 -- -- -- 878,060
------------ ------------ ------------ ------------ ------------ ------------
Total contributions 69,711 724,736 -- 220,124 424,785 3,575,287
------------ ------------ ------------ ------------ ------------ ------------
Other -- 2 25,179 -- 3 28,588
------------ ------------ ------------ ------------ ------------ ------------
Total additions 97,169 1,143,556 72,024 220,124 1,488,767 8,136,346
------------ ------------ ------------ ------------ ------------ ------------
Forfeitures -- -- -- (77,621) -- (77,621)
Benefits paid to participants (75,196) (272,824) (79,459) -- (416,629) (1,927,023)
------------ ------------ ------------ ------------ ------------ ------------
Total deductions (75,196) (272,824) (79,459) (77,621) (416,629) (2,004,644)
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 21,973 870,732 (7,435) 142,503 1,072,138 6,131,702
Interfund transfers (12,450) (46,513) 152,718 184,422 182,768 --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 9,523 824,219 145,283 326,925 1,254,906 6,131,702
Net assets available for benefits:
Beginning of year 499,604 2,875,782 536,140 (139,879) 2,643,417 17,282,347
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 509,127 $ 3,700,001 $ 681,423 $ 187,046 $ 3,898,323 $ 23,414,049
============ ============ ============ ============ ============ ============
</TABLE>
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 liquified natural gas locomotives; 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. The Jomar Plan was
subsequently terminated. 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. During 1998,
$432,500 was converted into the Plan from the Microphor Plan which was
merged into the MotivePower Plan.
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 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
6
<PAGE> 7
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. The investments are distributed among various
types of securities whose values will fluctuate.
Participation
Substantially all salaried and hourly employees regularly employed by
the Company and not covered under the terms of collective bargaining
agreements are participants in the plan. A Participant may complete 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 at
any time. Such change will take effect 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) ($10,000 for the 1998 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 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
made matching contributions, in the form of Company stock, of 50% of an
eligible employee's contributions into the Plan to a maximum of 3% of
eligible gross wages.
Withdrawals
Eligible Participants may be permitted to make withdrawals from the
Plan subject to provisions in the Plan document. Inactive or terminated
Participants may request a lump sum distribution. 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.
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. Investment of 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
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 or any
T. Rowe Price fund 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.
Forfeitures
When 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 contributions to the Plan. At December 31, 1998 and
1997, forfeitures totaled $37,966 and $278,293, 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 or transfer from the forfeiture account.
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. Loans are generally repaid over a
period not exceeding five years; however, the term of a loan for the
purchase of a primary residence may exceed five years. Interest is
charged at a rate deemed reasonable by the Committee.
8
<PAGE> 9
Payments of principal and interest are credited to the Participant's
account. With the exception for loans initiated in a prior plan,
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 dates of the financial statements and the
reported amounts of changes in net assets available for benefits during
the reporting periods. 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.
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.
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 1998
and 1997 Plan year:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Net assets available for benefits per the financial statements $23,414,049 $17,282,347
Less amounts allocated to withdrawing Participants 172,520 31,568
----------- -----------
Net assets available for benefits per the Form 5500 $23,241,529 $17,250,779
=========== ===========
</TABLE>
The following is a reconciliation of benefits paid to Participants as
reflected in the financial statements to the Form 5500 for the 1998
Plan year.
9
<PAGE> 10
<TABLE>
<CAPTION>
1998
----------
<S> <C>
Benefits paid to Participants per the financial statements $1,927,023
Add: Amounts allocated to withdrawing Participants at
December 31, 1998 172,520
Less: Amounts allocated to withdrawing Participants at
December 31, 1997 (31,568)
----------
Benefits paid to Participants per the Form 5500 $2,067,975
==========
</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.
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,
------------
1998 1997
---------- ----------
<S> <C> <C>
MotivePower Industries, Inc. Common Stock $8,059,753 $5,188,372
T. Rowe Price Stable Value Fund 2,787,221 2,485,365
T. Rowe Price International Stock Fund 1,425,420 1,446,336
T. Rowe Price Science & Technology Fund 4,338,646 2,783,021
T. Rowe Price Spectrum Income Fund 1,725,412 1,607,606
T. Rowe Price Spectrum Growth Fund 3,700,001 2,875,782
</TABLE>
6. Subsequent Event
One June 2, 1999, the Company agreed to merge with Westinghouse Air Brake
Company ("WABCO"). The Company will be the surviving corporation. Each
share of WABCO common stock will be converted into 1.3 shares of the
Company's common stock. The merger is intended to be a tax-free
reorganization for federal income tax purposes. The Company will account
for the merger using the pooling of interests accounting method.
Completion of the merger is subject to various conditions, including the
approval of the merger by stockholders of each of the Company and WABCO.
The impact of the merger on the Plan has not been determined.
10
<PAGE> 11
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, 1998
- --------------------------------------------------------------------------------
<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>
* MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock
250,400.115 Shares $ 3,555,556 $ 8,059,753
----------- -----------
Registered Investment Companies
-------------------------------
* T. Rowe Price Trust Company T. Rowe Price Stable Value Fund
2,787,221.54 Shares 2,787,221 2,787,221
* T. Rowe Price Trust Company T. Rowe Price International Stock Fund
95,091.359 Shares 1,245,276 1,425,420
* T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund
115,175.086 Shares 3,118,080 4,338,646
* T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund
150,035.774 Shares 1,656,820 1,725,412
* T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund
108,324.816 Shares 510,870 509,127
* T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund
224,924.081 Shares 3,298,653 3,700,001
----------- -----------
12,616,920 14,485,827
----------- -----------
Loan Fund
* Participant Loans Various Loans; 8.0% to 10.0%, due
12 to 120 months from date of loan -- 681,423
----------- -----------
$16,172,476 $23,227,003
----------- -----------
</TABLE>
* Party-in-Interest
Note: Cost of participant loans is $-0- as indicated in the instructions to
Form 5500 - item 27 (a).
11
<PAGE> 12
MOTIVEPOWER INDUSTRIES, INC. SAVINGS PLAN
EIN: 82-0461010
Plan Number: 001
Item 27 (d) - Schedule of Reportable Transactions
December 31, 1998
- --------------------------------------------------------------------------------
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
-------- -------- -------- -------- --------
Identity of Purchase Selling Cost
Party Involved Description of Asset Price Price of Asset
-------------- -------------------- -------- ------- --------
<S> <C> <C> <C> <C>
T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ 1,175,397 $ 1,175,397
$ 879,004 879,004
T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 154,586 154,586
146,940 147,102
T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 973,327 973,327
614,646 524,327
T. Rowe Price Trust Company T. Rowe Price International Stock Fund 344,413 344,413
523,056 460,524
T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 476,821 476,821
333,897 322,527
T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 1,331,472 1,331,472
610,927 545,519
MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,706,004 1,706,004
1,097,700 592,826
</TABLE>
<TABLE>
<CAPTION>
Column A Column B Column H Column I
-------- -------- -------- --------
Current Value
Identity of of Asset on Net Gain
Party Involved Description of Asset Transaction Date or (Loss)
-------------- -------------------- ---------------- ---------
<S> <C> <C> <C>
T. Rowe Price Trust Company T. Rowe Price Stable Value Fund $ $1,175,397
879,004 $ --
T. Rowe Price Trust Company T. Rowe Price Short-Term Bond Fund 154,586
146,940 (162)
T. Rowe Price Trust Company T. Rowe Price Science & Technology Fund 973,327
614,646 90,319
T. Rowe Price Trust Company T. Rowe Price International Stock Fund 344,413
523,056 62,532
T. Rowe Price Trust Company T. Rowe Price Spectrum Income Fund 476,821
333,897 11,370
T. Rowe Price Trust Company T. Rowe Price Spectrum Growth Fund 1,331,472
610,927 65,408
MotivePower Industries, Inc. MotivePower Industries, Inc. Common Stock 1,706,004
1,097,700 504,874
</TABLE>
Note: Columns E (Lease/Rental) and F (Expense Incurred With Transactions) have
been omitted because there is no information to report.
12
<PAGE> 13
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 28, 1999 By /s/ Scott Wahlstrom
--------------- -------------------------------------
Scott Wahlstrom
Vice President of Human Resources
13
<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
11, 1999 appearing in this Annual Report on Form 11-K of the MotivePower
Industries, Inc. Savings Plan for the year ended December 31, 1998.
/s/ Grossman Yanak & Ford LLP
- -----------------------------
Grossman Yanak & Ford LLP
Pittsburgh, Pennsylvania
June 28, 1999
14
