<PAGE 1>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9618
N A V I S T A R I N T E R N A T I O N A L C O R P O R A T I O N
---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3359573
-------------------------------- -------------------
(State or other jurisdiction of (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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 10, 1997, the number of shares outstanding of the
registrant's common stock was 59,050,497 and the Class B Common was
24,292,606.
<PAGE 2>
NAVISTAR INTERNATIONAL CORPORATION
AND CONSOLIDATED SUBSIDIARIES
-----------------------------
INDEX
-----
Page
Reference
---------
Part I. Financial Information:
Item 1. Financial Statements:
Statement of Income --
Three Months Ended January 31, 1997 and 1996 ............ 3
Statement of Financial Condition --
January 31, 1997, October 31, 1996 and January 31, 1996 . 4
Statement of Cash Flow --
Three Months Ended January 31, 1997 and 1996 ............ 5
Notes to Financial Statements ............................. 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition ............... 10
Part II. Other Information:
Item 1. Legal Proceedings ................................ 13
Item 6. Exhibits and Reports on Form 8-K ................. 13
Signature ................................................. 14
Exhibit 11 .................................................. E-1
<PAGE 3>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements
STATEMENT OF INCOME (Unaudited)
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Millions of dollars, except per share data
--------------------------------------------------------------------------
Three Months Ended January 31
-----------------------------
Navistar International
Corporation and
Consolidated Subsidiaries
-------------------------
1997 1996
------ ------
Sales and revenues
Sales of manufactured products ............. $1,240 $1,362
Finance and insurance revenue .............. 45 55
Other income ............................... 11 15
------ ------
Total sales and revenues ................. 1,296 1,432
------ ------
Costs and expenses
Cost of products and services sold ......... 1,076 1,199
Postretirement benefits .................... 51 57
Engineering and research expense ........... 30 29
Marketing and administrative expense ....... 83 73
Interest expense ........................... 17 18
Financing charges on sold receivables ...... 7 9
Insurance claims and underwriting expense .. 8 12
------ ------
Total costs and expenses ................. 1,272 1,397
------ ------
Income before income taxes ............. 24 35
Income tax expense ..................... 9 13
------ ------
Net income ................................. 15 22
Less dividends on Series G preferred stock . 7 7
------ ------
Net income applicable to common stock ...... $ 8 $ 15
====== ======
Net income per common share ................ $ .10 $ .20
====== ======
Average number of common and dilutive
common equivalent shares outstanding
(millions) ............................... 73.7 73.8
<FN>
See Notes to Financial Statements.
<PAGE 4>
STATEMENT OF FINANCIAL CONDITION (Unaudited)
- ---------------------------------------------------------------------------
Millions of dollars
- ---------------------------------------------------------------------------
Navistar International Corporation
and Consolidated Subsidiaries
-------------------------------------------
January 31 October 31 January 31
1997 1996 1996
------------ ---------- ----------
ASSETS
- -------------------------------
Cash and cash equivalents ..... $ 197 $ 487 $ 186
Marketable securities ......... 448 394 620
------ ------ ------
645 881 806
Receivables, net .............. 1,311 1,655 1,511
Inventories ................... 452 463 498
Property, net of accumulated
depreciation and amortization
of $864, $842 and $783 ...... 773 770 684
Investments and other assets .. 238 213 205
Intangible pension assets ..... 314 314 283
Deferred tax asset, net ...... 1,024 1,030 1,080
------ ------ ------
Total assets .................. $4,757 $5,326 $5,067
====== ====== ======
LIABILITIES AND SHAREOWNERS' EQUITY
- -----------------------------------
Liabilities
Accounts payable,
principally trade ............ $ 714 $ 820 $ 822
Debt:
Manufacturing operations ..... 113 115 127
Financial services operations. 947 1,305 1,096
Postretirement benefits
liability .................... 1,278 1,351 1,272
Other liabilities .............. 783 819 864
------ ------ ------
Total liabilities .......... 3,835 4,410 4,181
------ ------ ------
Commitments and contingencies
Shareowners' equity
Series G convertible preferred
stock (liquidation preference
$240 million) ................ 240 240 240
Series D convertible junior
preference stock (liquidation
preference $4 million) ....... 4 4 4
Common stock (51.0 million
shares issued) ............... 1,642 1,642 1,641
Class B Common stock
(24.3 million shares issued) . 491 491 491
Retained earnings (deficit) -
balance accumulated after the
deficit reclassification
as of October 31, 1987 ....... (1,425) (1,431) (1,460)
Common stock held in treasury,
at cost ...................... (30) (30) (30)
------ ------ ------
Total shareowners' equity .. 922 916 886
------ ------ ------
Total liabilities
and shareowners' equity ...... $4,757 $5,326 $5,067
====== ====== ======
<FN>
See Notes to Financial Statements.
<PAGE 5>
STATEMENT OF CASH FLOW (Unaudited)
-------------------------------------------------------------------------
For the Three Months Ended January 31 (Millions of dollars)
-------------------------------------------------------------------------
Navistar International
Corporation and
Consolidated Subsidiaries
-------------------------
1997 1996
------ ------
Cash flow from operations
Net income ..................................... $ 15 $ 22
Adjustments to reconcile net income
to cash used in operations:
Depreciation and amortization ................ 33 28
Deferred income taxes ........................ 8 10
Other, net ................................... (26) (7)
Change in operating assets and liabilities:
Receivables .................................. 111 87
Inventories .................................. 11 (84)
Prepaid and other current assets ............. (19) (13)
Accounts payable ............................. (178) (107)
Other liabilities ............................ (95) (168)
------ ------
Cash used in operations ........................ (140) (232)
------ ------
Cash flow from investment programs
Purchase of retail notes and lease
receivables .................................. (208) (265)
Collections/sales of retail notes
and lease receivables ....................... 497 521
Purchase of marketable securities .............. (165) (243)
Sales or maturities of marketable securities ... 113 184
Capital expenditures ........................... (25) (23)
Other investment programs, net ................. (12) (4)
------ ------
Cash provided by investment programs ........... 200 170
------ ------
Cash flow from financing activities
Issuance of debt ............................... 79 -
Principal payments on debt ..................... (13) (1)
Net decrease in notes and debt outstanding under
bank revolving credit facility and asset-backed
and other commercial paper programs .......... (409) (229)
Dividends paid ................................. (7) (7)
------ ------
Cash used in financing activities .............. (350) (237)
------ ------
Cash and cash equivalents
Decrease during the period ................... (290) (299)
At beginning of the year ..................... 487 485
------ ------
Cash and cash equivalents at end of the period . $ 197 $ 186
====== ======
<FN>
See Notes to Financial Statements.
<PAGE 6>
Navistar International Corporation and Consolidated Subsidiaries
Notes to Financial Statements (Unaudited)
Note A. Summary of Accounting Policies
Navistar International Corporation is a holding company whose
principal operating subsidiary is Navistar International Transportation
Corp. (Transportation). As used hereafter, "company" refers to Navistar
International Corporation and its consolidated subsidiaries. The
consolidated financial statements include the results of Transportation's
manufacturing operations and its wholly owned financial services
subsidiaries. The effects of transactions between the manufacturing and
financial services operations have been eliminated to arrive at the
consolidated totals.
The accompanying unaudited financial statements have been prepared in
accordance with accounting policies described in the 1996 Annual Report on
Form 10-K and should be read in conjunction with the disclosures therein.
In the opinion of management, these interim financial statements
reflect all adjustments, consisting of normal recurring accruals, necessary
to present fairly the financial position, results of operations and cash
flow for the periods presented. Interim results are not necessarily
indicative of results for the full year. Certain 1996 amounts have been
reclassified to conform with the presentation used in the 1997 financial
statements.
Note B. Supplemental Cash Flow Information
Consolidated interest payments during the first three months of 1997
and 1996 were $22 million and $24 million, respectively. There were no
consolidated tax payments made during the first three months of 1997 and
1996.
Note C. Income Taxes
The benefit of Net Operating Loss (NOL) carryforwards is recognized as
a deferred tax asset in the Statement of Financial Condition, while the
Statement of Income includes income taxes calculated at the statutory rate.
The amount reported does not represent cash payment of income taxes except
for certain state income, foreign withholding and federal alternative
minimum taxes which are not material. In the Statement of Financial
Condition, the deferred tax asset is reduced by the amount of deferred tax
expense or increased by a deferred tax benefit recorded during the year.
Until the company has utilized its significant NOL carryforwards, the cash
payment of federal income taxes will be minimal.
Note D. Receivables
On January 1, 1997, the company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" for all applicable
transactions. As a result, certain 1997 balance sheet items have been
reclassified. Restatement of prior periods is not permitted. The new
standard did not have a material effect on the company's net income or
financial position.
Note E. Inventories
Inventories are as follows:
January 31 October 31 January 31
Millions of dollars 1997 1996 1996
- --------------------------------------------------------------------------
Finished products ................ $ 246 $ 242 $ 244
Work in process .................. 83 97 106
Raw materials and supplies ....... 123 124 148
-------- -------- --------
Total inventories ................ $ 452 $ 463 $ 498
======== ======== ========
<PAGE 7>
Navistar International Corporation and Consolidated Subsidiaries
Notes to Financial Statements (Unaudited)
Note F. Financial Instruments
During the first quarter of 1997, the company did not enter into any
derivative contracts, nor were there any derivative financial instruments
outstanding at January 31, 1997.
The company purchases collateralized mortgage obligations (CMOs) that
have predetermined fixed-principal payment patterns which are relatively
certain. These instruments totaled $41 million at January 31, 1997.
Note G. Environmental Matters
In the fourth quarter of 1994, Transportation recorded a charge for
potential clean-up costs related to two formerly owned businesses,
Wisconsin Steel and Solar Turbines, Inc. (Solar), as disclosed in Note 4
to the company's Annual Report on Form 10-K. During the third quarter of
1995, Transportation and Solar entered into an agreement providing for the
joint funding of future site studies and necessary corrective action at the
facility. The agreement also provides for arbitration to resolve a dispute
over past remediation costs incurred by Solar.
In March 1997, the U.S. Department of Justice and Transportation
approved the final consent decree in settlement of a dispute related to the
Wisconsin Steel property. The agreement provides for an $11 million
payment to the Economic Development Administration in settlement of various
environmental related commercial issues.
There has been no change in the company's estimate of the anticipated
clean-up costs of the Wisconsin Steel and Solar sites reported at October
31, 1996.
Note H. Stock-Based Compensation
Effective November 1, 1996, the company adopted the disclosure-only
provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). Accordingly, the
company will continue to account for stock-based compensation arrangements
under Accounting Principles Board Opinion No. 25.
Had compensation costs for the company's stock-based compensation
plans been determined in accordance with the fair value provisions of SFAS
123, the application of the standard would not have had a material effect
on the company's net income and net income per share for the quarter ended
January 31, 1997 as reported.
<PAGE 8>
Navistar International Corporation and Consolidated Subsidiaries
Notes to Financial Statements (Unaudited)
Note I. Supplemental Financial Information
Navistar International Corporation (with financial services operations
on an equity basis)in millions of dollars:
Three Months Ended
January 31
----------------------
Condensed Statement of Income 1997 1996
- ------------------------------------ -------- --------
Sales of manufactured products ..... $ 1,240 $ 1,362
Other income ....................... 10 15
-------- --------
Total sales and revenues ........... 1,250 1,377
-------- --------
Cost of products sold .............. 1,071 1,196
Postretirement benefits ............ 51 57
Engineering and research expense ... 30 29
Marketing and administrative expense 76 65
Other expenses ..................... 21 22
-------- --------
Total costs and expenses ........... 1,249 1,369
-------- --------
Income before income taxes
Manufacturing operations ......... 1 8
Financial services operations .... 23 27
-------- --------
Income before income taxes ..... 24 35
Income tax expense ................. 9 13
-------- --------
Net income ......................... $ 15 $ 22
======== ========
Condensed Statement January 31 October 31 January 31
of Financial Condition 1997 1996 1996
- ------------------------------- ---------- ---------- ----------
Cash, cash equivalents
and marketable securities ... $ 476 $ 707 $ 639
Receivables, net............... 204 181 163
Inventories ................... 452 463 498
Property and equipment, net ... 656 666 634
Equity in financial
services subsidiaries ....... 319 306 290
Other assets .................. 485 462 450
Deferred tax asset, net ....... 1,024 1,030 1,080
-------- -------- --------
Total assets ............. $ 3,616 $ 3,815 $ 3,754
-------- -------- --------
Accounts payable,
principally trade ........... $ 664 $ 771 $ 759
Debt .......................... 103 115 127
Postretirement benefits
liabilities ................. 1,270 1,344 1,264
Other liabilities ............. 657 669 718
Shareowners' equity ........... 922 916 886
-------- -------- --------
Total liabilities
and shareowners' equity. $ 3,616 $ 3,815 $ 3,754
======== ======== ========
<PAGE 9>
Navistar International Corporation and Consolidated Subsidiaries
Notes to Financial Statements (Unaudited)
Note I. Supplemental Financial Information (continued)
Navistar International Corporation (with financial services operations
on an equity basis) in millions of dollars:
Three Months Ended
January 31
----------------------
Condensed Statement of Cash Flow 1997 1996
- ------------------------------------- -------- --------
Cash flow from operations
Net income .......................... $ 15 $ 22
Adjustments to reconcile net income
to cash used in operations:
Depreciation and amortization .. 29 24
Equity in earnings of
nonconsolidated companies,
net of dividends received .... (14) (7)
Deferred income taxes .......... 8 10
Other, net ..................... (7) 5
Change in operating assets
and liabilities ................... (158) (270)
-------- --------
Cash used in operations ............. (127) (216)
-------- --------
Cash flow from investment programs
Purchase of marketable securities ... (150) (218)
Sales or maturities of
marketable securities ............. 91 160
Capital expenditures ................ (25) (23)
Advance to Navistar
Financial Corporation ............. (74) -
Other investment programs, net ...... 4 6
-------- --------
Cash used in investment programs .... (154) (75)
-------- --------
Cash flow from financing activities . (10) (8)
-------- --------
Cash and cash equivalents
Decrease during the period .......... (291) (299)
At beginning of the year ............ 452 461
-------- --------
Cash and cash equivalents
at end of the period .............. $ 161 $ 162
======== ========
<PAGE 10>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Certain statements under this caption constitute "forward-looking
statements" under the Reform Act, which involve risks and uncertainties.
Navistar International Corporation's actual results may differ
significantly from the results discussed in such forward-looking
statements. Factors that might cause such a difference include, but are
not limited to, those discussed under the heading "Business Environment."
The company reported net income of $15 million, or $0.10 per common
share, for the first quarter ended January 31, 1997 reflecting lower sales
and revenues. Net income was $22 million, or $0.20 per common share, for
the same period last year.
The company's manufacturing operations reported income before income
taxes of $1 million compared with pretax income of $8 million in the first
quarter of 1996 reflecting a decline in demand for trucks.
The financial services operations' pretax income for the first three
months of 1997 was $23 million, a decline from the $27 million reported in
1996. Navistar Financial Corporation's (NFC) income before income taxes
was $22 million for the first quarter of 1997 compared with $27 million in
1996. The change is a result of lower income on sales of retail
receivables and a lower volume of wholesale financing. During the first
quarter of 1997, sales of receivables totaled $487 million with a gain of
$7 million compared with $525 million sold a year ago with a gain of $12
million.
Sales and Revenues. First quarter 1997 industry retail sales of Class 5
through 8 trucks totaled 71,600 units, a decrease of 11% from 1996. Class
8 heavy truck sales of 42,600 units during the first quarter of 1997 were
12% lower than the 1996 level of 48,600 units. Industry sales of Class 5,
6 and 7 medium trucks, including school buses, declined 10% to 29,000
units. Industry sales of school buses, which accounted for 19% of the
medium truck market decreased 18%.
Sales and revenues for the first quarter of 1997 totaled $1,296
million, 9% lower than the $1,432 million reported for the comparable
quarter in 1996. Sales of trucks, mid-range diesel engines and service
parts for the first quarter of 1997 totaled $1,240 million compared with
$1,362 million reported for the same period in 1996.
The company maintained its position as sales leader in the combined
United States and Canadian Class 5 through 8 truck market with a 26.6%
market share for the first quarter of 1997, an increase from the 25.1%
market share reported in 1996. (Sources: American Automobile
Manufacturer's Association, the United States Motor Vehicle Manufacturer's
Association and R. L. Polk & Company.)
Shipments of mid-range diesel engines by the company to other original
equipment manufacturers during the first quarter of 1997 totaled 41,000
units, an 8% increase from the same period of 1996. Higher shipments to a
domestic automotive manufacturer to meet consumer demand for the light
trucks and vans which use this engine was the primary reason for the
increase.
Service parts sales of $186 million in the first quarter of 1997
increased 5% from the prior year's level.
Finance and insurance revenue was $45 million compared with $55
million in the first quarter of 1996 primarily as a result of a decline in
wholesale note revenue.
<PAGE 11>
Costs and expenses. Manufacturing gross margin was 13.6% of sales for the
first quarter of 1997 compared with 12.2% for the same period in 1996. The
increase in gross margin reflects improved operating performance and
pricing.
Marketing and administrative expense increased to $83 million in 1997
from $73 million in the first quarter of 1996 reflecting investment in the
implementation of the company's strategy to reduce costs and complexity in
its manufacturing processes.
Liquidity and Capital Resources
Cash flow is generated from the manufacture and sale of trucks, mid-
range diesel engines and service parts as well as product financing and
insurance coverage provided to Transportation's dealers and retail
customers by the financial services operations.
Historically, funds to finance Transportation's products are obtained
from a combination of commercial paper, short- and long-term bank
borrowings, medium- and long-term debt issues, sales of finance receivables
and equity capital. NFC's current debt ratings have made bank borrowings
and sales of finance receivables the most economic sources of cash.
Insurance operations are funded through internal operations.
Total cash, cash equivalents and marketable securities of the company
amounted to $645 million at January 31, 1997, $881 million at October 31,
1996 and $806 million at January 31, 1996.
Cash used in operations during the first quarter of 1997 totaled $140
million, primarily from a net change in operating assets and liabilities of
$170 million. The net change in operating assets and liabilities includes
a $111 million decrease in receivables offset by a reduction in accounts
payable of $178 million resulting from lower production. Other liabilities
declined by $95 million reflecting a $105 million pension payment.
Investment programs provided $200 million in cash reflecting a net
decrease in retail notes and lease receivables as collections and sales of
receivables exceeded purchases by $289 million. Other investment activities
used $52 million for a net increase in marketable securities and $25
million to fund capital expenditures for truck product improvements, to
increase mid-range diesel engine capacity and for programs to improve cost
performance.
Financing activities used cash to pay $7 million in dividends on the
Series G Preferred shares and to reduce notes and debt outstanding under
the bank revolving credit facility and asset-backed and other commercial
paper program by $409 million offset by a $79 million increase in debt.
Receivable sales were a significant source of funding in 1997 and
1996. During the first quarter of 1997 and of 1996, NFC sold $487 million
and $525 million, respectively, of retail notes through Navistar Financial
Retail Receivables Corporation (NFRRC). NFRRC has filed registration
statements with the Securities and Exchange Commission which provide for
the issuance of up to $5,000 million of asset-backed securities. At
January 31, 1997, the remaining shelf registration available to NFRRC was
$1,973 million.
NFC also utilizes a $500 million revolving wholesale note sales trust
that provides for the continuous sale of eligible wholesale notes on a
daily basis. The sales trusts are comprised of three $100 million tranches
of investor certificates maturing serially from 1997 to 1999 and a $200
million tranche maturing in 2004. As of January 31, 1997, $72 million of
the tranche maturing in 1997 has been paid and the remaining $28 million
will amortize over the next few months. The ongoing commitment will then
be $400 million.
At January 31, 1997, available funding under NFC's amended and
restated credit facility and the asset-backed commercial paper facility was
$704 million, of which $142 million was used to back short-term debt at
January 31, 1997. The remaining $562 million, when combined with
unrestricted cash and cash equivalents made $574 million available to fund
the general business purposes of NFC at January 31, 1997.
<PAGE 12>
The company had outstanding capital commitments of $24 million at
January 31, 1997, which consist of truck and engine development and ongoing
facility maintenance programs. In November 1996, the company announced
plans to spend $167 million, over the next two years, to construct a new
truck assembly facility in Mexico.
It is the opinion of management that, in the absence of significant
unanticipated cash demands, current and forecasted cash flow will provide a
basis for financing operating requirements, capital expenditures and
anticipated payments of preferred dividends. Management also believes that
collections on the outstanding receivables portfolios as well as funds
available from various funding sources will permit the financial services
operations to meet the financing requirements of the company's dealers and
customers.
Business Environment
Sales of Class 5 through 8 trucks are cyclical, with demand affected
by such economic factors as industrial production, construction, demand for
consumer durable goods, interest rates and the earnings and cash flow of
dealers and customers. Although the general economy remains stable, demand
for new trucks continues to decline. As a result, the Class 5 through 8
truck market experienced a significant decline in the rate of new truck
orders in the first quarter of 1997 compared with the same period of 1996.
The decline in the number of new orders has reduced the company's order
backlog to 29,100 units at January 31, 1997 from 34,600 units at January
31, 1996. Accordingly, retail deliveries during the remainder of 1997 will
be highly dependent on the rate at which new truck orders are received.
The company will evaluate order receipts and backlog throughout the year
and will balance production with demand as appropriate.
The company currently projects 1997 United States and Canadian Class 8
heavy truck demand to be 170,000 units, a 13% decrease from 1996. Class 5,
6 and 7 medium truck demand, excluding school buses, is forecast at 112,000
units, unchanged from 1996. Demand for school buses is expected to decline
slightly in 1997 to 31,500 units. Mid-range diesel engine shipments by
the company to original equipment manufacturers in 1997 are expected to be
176,500 units, 8% higher than in 1996. The company's service parts sales
are projected to grow 6% to $809 million.
<PAGE 13>
Navistar International Corporation and Consolidated Subsidiaries
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
Incorporated herein by reference from Item 3 - "Legal
Proceedings" in the company's definitive Form 10-K dated
January 22, 1997, Commission File No. 1-9618.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: 10-Q Page
---------
11. Computation of Net Income Per Share E-1
(b) Reports on Form 8-K:
No reports on Form 8-K were filed for the three months ended
January 31, 1997.
<PAGE 14>
SIGNATURE
---------
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, thereunto duly authorized.
NAVISTAR INTERNATIONAL CORPORATION
- ----------------------------------
(Registrant)
/s/ J. Steven Keate
- -----------------------------------
J. Steven Keate
Vice President and Controller
(Principal Accounting Officer)
March 14, 1997