SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 1996
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1996 AND 1995 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
SEPTEMBER 30, 1996 AND 1995 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 13
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1996 14 - 16
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1996 17
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Rockwell International Corporation Savings Plan
and to Participants therein:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Rockwell International Corporation
Savings Plan as of September 30, 1996 and 1995, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, by fund and in total, the net assets available for benefits of the
Plan as of September 30, 1996 and 1995, and the changes in net assets
available for benefits for the years then ended 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 of (1) assets held for investment purposes as of September 30, 1996,
and (2) reportable transactions for the year ended September 30, 1996 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. These
supplemental schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied
in our audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
Deloitte & Touche LLP
March 21, 1997
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
<S> Diversified Income Return Fund Fund Term Bond Loan
ASSETS Total Fund Fund Fund A B Fund Fund
<C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Money market funds $ 5,940 $ 56 $ 2,224 $ 3,592 $ 68
Pooled investment funds 651,348 $403,224 $163,061 73,504 $11,559
Corporate stock - common 2,688,629 2,102,220 586,409
Group annuity contracts 220,274 220,274
Loans to participants 77,663 77,663
Total investments 3,643,854 403,224 163,061 293,834 2,104,444 590,001 11,559 77,731
RECEIVABLES - Income 70 1 69
Total Receivables 70 1 69
TOTAL ASSETS 3,643,924 403,224 163,061 293,835 2,104,513 590,001 11,559 77,731
LIABILITY - Purchases
pending settlement 9,825 9,802 23
NET ASSETS AVAILABLE
FOR BENEFITS $3,634,099 $403,224 $153,259 $293,835 $2,104,513 $589,978 $11,559 $77,731
See notes to financial statements.
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
<S> Diversified Income Return Fund Fund Term Bond Loan
ASSETS Total Fund Fund Fund A B Fund Fund
<C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Certificates of deposit $ 60,000 $ 60,000
Money market funds 36,208 $ 21,735 10,862 $ 698 $ 1,169 $ 961 $ 718 $ 65
U.S. Government Securities 77,183 69,683 7,500
Corporate debt instruments -
other 24,688 201 24,487
Corporate stock - common 2,882,903 334,452 2,007,851 540,600
Group annuity contracts 318,862 318,862
Loans to participants 67,142 67,142
Total investments 3,466,986 356,388 165,032 319,560 2,009,020 541,561 8,218 67,207
RECEIVABLES - Income 1,442 562 749 131
TOTAL ASSETS 3,468,428 356,950 165,781 319,560 2,009,020 541,561 8,349 67,207
LIABILITY - Purchases
pending settlement 895 658 237
NET ASSETS AVAILABLE
FOR BENEFITS $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $ 8,349 $67,207
See notes to financial statements.
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
Diversified Income Return Fund Fund Term Bond Loan
Total Fund Fund Fund A B Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $8,349 $67,207
INCOME:
Earnings from Investments:
Dividends 58,667 46,047 12,620
Interest 24,062 9 5 16,133 247 70 7,598
Net appreciation in fair
value of investments 558,488 50,631 8,781 1,867 391,811 104,965 433
Total earnings from
investments 641,217 50,640 8,786 18,000 438,105 117,655 433 7,598
Contributions:
Employer 74,457 1,155 267 17 72,470 535 13
Participants 104,552 39,391 11,216 21,576 31,166 1,203
Total contributions 179,009 40,546 11,483 21,593 72,470 31,701 1,216
Total income 820,226 91,186 20,269 39,593 510,575 149,356 1,649 7,598
EXPENSES:
Payments to participants
or beneficiaries 649,886 56,855 33,501 52,486 407,374 96,754 2,916
Administrative expenses 4,245 1,614 297 234 1,621 442 37
Total expenses 654,131 58,469 33,798 52,720 408,995 97,196 2,953
Net income (loss) 166,095 32,717 (13,529) (13,127) 101,580 52,160 (1,304) 7,598
Net transfers between the funds 13,973 958 (12,642) (5,850) (3,867) 4,502 2,926
Transfers to the Plan 471 242 49 44 124 12
Total transfers 471 14,215 1,007 (12,598) (5,850) (3,743) 4,514 2,926
NET INCREASE (DECREASE) 166,566 46,932 (12,522) (25,725) 95,730 48,417 3,210 10,524
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $3,634,099 $403,224 $153,259 $293,835 $2,104,513 $589,978 $11,559 $77,731
See notes to financial statements.
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
Diversified Income Return Fund Fund Loan Term Bond
Total Fund Fund Fund A B Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $2,792,382 $262,526 $171,743 $324,550 $1,558,395 $409,416 $65,752 $ -
INCOME:
Earnings from Investments:
Dividends 67,612 6,950 47,893 12,769
Interest 34,328 1,219 9,220 18,555 159 80 4,920 175
Net appreciation in fair
value of investments 809,006 78,347 733 576,540 153,316 70
Total earnings from
investments 910,946 86,516 9,953 18,555 624,592 166,165 4,920 245
Contributions:
Employer 73,395 75 4 73,315 1
Participants 107,849 36,924 14,379 24,800 31,345 401
Total contributions 181,244 36,924 14,454 24,804 73,315 31,345 402
Total income 1,092,190 123,440 24,407 43,359 697,907 197,510 4,920 647
EXPENSES:
Payments to participants
or beneficiaries 413,211 36,862 27,863 43,627 239,119 60,965 4,468 307
Administrative expenses 3,967 1,542 344 252 1,437 383 9
Total expenses 417,178 38,404 28,207 43,879 240,556 61,348 4,468 316
Net income (loss) 675,012 85,036 (3,800) (520) 457,351 136,162 452 331
Net transfers between the funds 8,611 (2,175) (4,474) (6,963) (4,020) 1,003 8,018
Transfers from other plans 139 119 13 4 3
Total transfers 139 8,730 (2,162) (4,470) (6,963) (4,017) 1,003 8,018
NET INCREASE (DECREASE) 675,151 93,766 (5,962) (4,990) 450,388 132,145 1,455 8,349
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $67,207 $8,349
See notes to financial statements.
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<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1996 AND 1995
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell International Corporation
Savings Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan document for more complete
information.
a. General - The Plan is a defined contribution savings plan
established by Rockwell International Corporation (the "Company").
The Company's Employee Benefit Plan Committee, the Plan's
Administrative Committee and the Plan Administrator control and
manage the operation and administration of the Plan. Wells Fargo
serves as trustee for the Plan; for plan year 1995, National Bank
of Detroit also served as a trustee for the Plan. The assets of
the Plan are managed by the trustees and other investment
managers. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974.
The Plan is composed of seven funds: the Diversified Fund, which
invests primarily in equity securities; the Fixed Income Fund,
which invests in fixed income securities; the Guaranteed Return
Fund, which invests in contracts with insurance companies
providing a guarantee of principal (backed by the general assets
of the insurance company) and a specified rate of interest; Stock
Funds A and B, which invest in or hold the Common Stock and the
Class A Common Stock of the Company; the Loan Fund, representing
outstanding participant loan balances and the Intermediate Term
Bond Fund which invests in U.S. government securities. The Class
A Common Stock was converted to Common Stock effective
February 23, 1997.
b. Participation - Participation in the Plan is extended to
substantially all salaried employees of the Company who have been
employed for 52 weeks. The Plan provides that eligible employees
electing to become participants can contribute to the Plan,
through either payroll deductions or deferrals at a specified
percentage (ranging from 1% to 8%) of their base compensation (as
defined in the Plan). Participants currently contributing 8% are
eligible to make a supplemental deduction or deferral contribution
of 1% to 3% of their base compensation, or 1% to 2% if such
compensation exceeds a specified amount.
Amounts contributed by employees pursuant to payroll deductions
are included in the participants' taxable income in the period of
the contribution. Amounts contributed by employees pursuant to
payroll deferral are excluded from the participants' taxable
income until such amounts are received by them as a distribution
from the Plan.
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The Plan provides that the Company, when extending the benefits of
the Plan to any employee of a component of the Company or an
affiliated company, may place such limitations as it deems
appropriate on the amount of compensation deferral contributions
or on compensation deduction contributions to comply with certain
statutory limitations.
A participant who elects compensation deduction contributions may,
upon 15 days' notice, revoke such election and elect instead to
make compensation deferral contributions effective on the first
payroll payment date following the expiration of the notice
period. A participant who has elected compensation deferral
contributions may, by giving notice to the Company in February or
August of any year, revoke such election and elect instead
compensation deduction contributions effective the first payroll
payment date in April or October of that year, respectively.
c. Investment Elections - A participant may elect to have
contributions made entirely to the Diversified Fund, the Fixed
Income Fund, Stock Fund B, the Guaranteed Return Fund or the
Intermediate Term Bond Fund. Participants may change such
investment elections once each calendar quarter.
A participant may elect once each calendar quarter to have 5%
increments of his/her investment in the Diversified Fund, Fixed
Income Fund, Stock Fund B or the Intermediate Term Bond Fund
converted to units in any fund other than the Guaranteed Return
Fund. The value of such units will be determined as of the first
valuation date following such election. Such election shall have
no effect on any other election offered under the Plan.
Participants may annually elect to transfer a percentage of their
Stock Fund B account to the Diversified Fund, Fixed Income Fund,
Stock Fund B or the Intermediate Term Bond Fund. The allowable
annual transfer is 10% of the Stock Fund B amount prior to
reaching age 55, and 50% of the Stock Fund B account thereafter.
A participant, upon attainment of age 65, may irrevocably elect to
have (i) all or a portion of the units in Stock Fund A and/or (ii)
all or a portion of the units in Stock Fund B converted to units
in any fund other than the Guaranteed Return Fund. The value of
such units will be determined on the first valuation date
following such election. All subsequent Company contributions
made to such participant's Company contributions account would be
invested in the same funds in which the participant elected to
invest contributions.
Participants' contributions to the Guaranteed Return Fund are
invested in contracts with Metropolitan Life Insurance Company,
New York Life Insurance Company and John Hancock with various
guaranteed annual returns to participants for the contract
periods. Such contracts guarantee the following annual returns:
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<PAGE>
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
April 1, 1991 - March 31, 1992 8.50% March 31, 1995
April 1, 1993 - March 31, 1994 5.25% March 31, 1996
April 1, 1994 - March 31, 1995 5.00% March 31, 1997
April 1, 1995 - March 31, 1996 8.00% March 31, 1998
April 1, 1996 - March 31, 1997 5.49% March 31, 1999
A participant with units in the Guaranteed Return Fund may
irrevocably elect, by providing a notice at least 30 days prior to
the contract expiration date, to convert his/her interest in such
contract allocated to, in 5% increments, the Diversified Fund,
Stock Fund B, the Intermediate Term Bond Fund, the Fixed Income
Fund and/or the current Guaranteed Return Fund. Such conversion
will be based on the value of units in such respective Funds as of
the date of such expiration, or the valuation date immediately
preceding the transfer of funds, whichever is later.
d. Unit Values - Participants do not own specific securities or other
assets in the various Funds, but have an interest therein
represented by units valued as of the last business day of each
month. However, voting rights are extended to participants in
proportion to their interest in the Common Stock and Class A
Common Stock held in Stock Funds A and B, as represented by Common
Units and Class A Units. Contributions to and withdrawal payments
from each fund are converted to units by dividing the amounts of
such transactions by the unit value as last determined, and the
participants' accounts are charged or credited with the number of
units properly attributable to each participant.
e. Contributions - The Company's contributions to the Plan equal 75%
of the participants' contributions subject to reductions as the
result of forfeitures. Company contributions are generally made
to Stock Fund A in the form of cash, Common Stock or any
combination thereof.
f. Vesting - Amounts contributed by participants are fully vested at
all times. Amounts contributed through compensation deduction
contributions may be distributed at any time. However, amounts
contributed through compensation deferral contributions may be
distributed to participants only (i) upon termination of
employment, (ii) upon attaining the age of 59-1/2 or (iii) upon
demonstration by the participant to the Administrative Committee
that there is hardship as defined in the Plan.
Units attributable to Company contributions vest
when a participant has completed five years of continuous
service, except that all units fully vest upon termination of the
Plan or upon a participant's (i) retirement, (ii) death, (iii)
layoff, (iv) termination of employment because of inability to
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<PAGE>
meet Company medical standards, (v) termination of employment in
order to enter the Armed Forces of the United States or to accept
employment with the Government of the United States, (vi)
termination of employment in connection with the divestiture of a
component of the Company or (vii) reaching age 65 while employed.
g. Benefit Claims Payable - Retiring participants may irrevocably
elect at any time during the 30-day period ending on the day
immediately prior to the effective date of their retirement to
remain in the Plan without any further contributions until January
1 of the calendar year following the effective date of their
retirement, at which time they shall be entitled to receive their
account balance valued as of the valuation date immediately prior
to such January 1. Terminated participants will receive their
vested benefits no later than 60 days after the end of the plan
year in which such termination occurs. Participants separating
from service who have not attained the age of 65 and who have an
account balance greater than $3,500 must provide written consent
to the Plan Administrator in order to receive their distribution
before reaching age 65. At September 30, 1996 and 1995, the
amounts of such benefit claims payable to retired and terminated
participants were approximately $22 million for both years.
h. Forfeitures - When certain terminations of participation in the
Plan occur, the nonvested portion of a participant's account, as
defined by the Plan, represents a potential forfeiture. Such
forfeitures reduce subsequent Company contributions to the Plan.
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.
i. Loans to Participants - The Plan provides for loans to
participants. The 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/her vested account balance)
from the account balance. The loans can be repaid through payroll
deductions over the period of 12 to 60 months or up to 120 months
for the purchase of a primary residence, or they can be repaid in
full at any time that is at least 12 months following the date of
the loan. Interest is charged at a rate equal to the prime rate
being charged by 75% of the largest 30 United States banks plus
one percent. Payments of principal and interest are credited to
the participant's account. Also, participants may have only one
outstanding loan at a time.
j. 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 contributions account will be fully vested. Benefits
under the Plan will be provided solely from the Plan assets.
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<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investments - Investments in common stocks are stated
at fair value based upon closing sales prices reported on
recognized securities exchanges on the last business day of the
fiscal year or, for listed securities having no sales reported and
for unlisted securities, upon last reported bid prices on that
date. Investments in Class A Common Stock of the Company are
stated at fair value based upon the closing sales prices of the
Common Stock into which it is convertible. Investments in
certificates of deposit, money market funds and corporate debt
instruments (commercial paper) are stated at cost which
approximates fair value.
Valuation of Guaranteed Annuity Contracts - At September 30, 1996
the guaranteed annuity contracts with insurance companies are
valued at fair value. At September 30, 1995, the guaranteed
annuity contracts were valued at contract value. Contract value
represents contributions made by participants, plus interest at
the contract rates, less withdrawals or transfers by participants.
The fair value of the guaranteed annuity contracts is
approximately $295 and $322 million at September 30, 1996 and
1995, respectively. In September 1994, the American Institute of
Certified Public Accountants issued Statement of Position 94-4
"Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Plans" ("SOP"). The SOP
requires a defined contribution plan to report investment
contracts with fully benefit responsive features at contract value
and other investment contracts at fair value. According to the
provisions of SOP 94-4, the Guaranteed Annuity contracts have been
determined to be non-fully benefit responsive. As such, the
contracts are presented at fair value on the statements of net
assets available for benefits at September 30, 1996. The
crediting interest rates at September 30, 1996 for the contracts
ranged from 5.25% to 8.0%. The effect of adopting SOP 94-4 was immaterial.
Valuation of Pooled Investment Funds - The Plan's interest in
pooled investment funds represents investments in pooled
investment funds in which the Plan and other Rockwell defined
contribution plans participate. The Plan's interest in the funds
is carried at fair value based on quoted market prices.
b. Expenses - Plan fees and expenses, including fees and expenses
connected with the providing of administrative services by
external service providers, are paid from Plan assets.
c. Use of Estimates - Estimates and assumptions made by the Plan's
management affect the reported amount of assets and liabilities
and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and
decreases to the Plan during the reporting period. Actual results
could differ from those estimates.
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3. UNIT VALUES
Participation units outstanding at September 30, 1996 and 1995 and
participants' equity per unit at the end of each quarter within the
fiscal years then ended are as follows:
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal Year 1996 September 30 30 30 31 31
Diversified Fund 27,763,480 $14.40 $14.03 $13.47 $12.86
Fixed Income Fund 22,107,464 6.84 6.75 6.66 6.57
Guaranteed Return Fund:
5.00% Contract 116,887,655 1.13 1.12 1.10 1.09
5.25% Contract - - - 1.17 1.15
8.00% Contract 77,216,868 1.12 1.10 1.08 1.06
5.49% Contract 70,863,845 1.03 1.01 - -
Stock Fund A:
Common Stock 111,441,097 14.90 15.08 15.41 13.81
Class A Common Stock 29,490,582 14.46 14.72 15.11 13.62
Stock Fund B:
Common Stock 189,951,295 2.59 2.62 2.68 2.40
Class A Common Stock 35,863,762 2.55 2.59 2.66 2.40
Intermediate Term Bond
Fund 10,465,450 1.08 1.06 1.06 1.07
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal Year 1995 September 30 30 30 31 31
Diversified Fund 27,990,148 $12.64 $11.70 $10.54 $9.60
Fixed Income Fund 25,336,345 6.48 6.39 6.29 6.20
Guaranteed Return Fund:
5.00% Contract 139,702,341 1.08 1.06 1.05 1.04
5.25% Contract 72,314,275 1.14 1.12 1.11 1.10
8.50% Contract 1.39 1.36
8.00% Contract 79,922,955 1.04 1.02 1.00
Stock Fund A:
Common Stock 126,199,918 12.29 11.83 10.00 9.17
Class A Common Stock 36,974,122 12.17 11.79 10.18 9.18
Stock Fund B:
Common Stock 208,093,285 2.14 2.06 1.74 1.60
Class A Common Stock 43,514,257 2.14 2.08 1.76 1.62
Intermediate Term Bond Fund 8,289,186 1.04 1.02 1.00
- - -11-
<PAGE>
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of September 30, 1996 and 1995 are as follows (dollars in
thousands):
Description of Investment 1996 1995
Rockwell International
Corporation Common Stock $2,102,220 $2,002,567
Rockwell International
Corporation Common Stock
Class A 586,409 545,884
Diversified Fund
(Pooled Equity Fund) 403,224
5. TAX STATUS
The Plan obtained its latest determination letter in 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. The Plan has been amended since receiving the determination
letter. The Company believes that the Plan currently is designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code and that, therefore, the Plan continues to qualify
under Section 401(a) and the related trust continues to be tax-exempt as
of September 30, 1996. Therefore, no provision for income taxes is
included in the Plan's financial statements.
6. PLAN AMENDMENT
Effective March 6, 1995, the Plan was amended to establish an additional
investment fund known as the Intermediate Term Bond Fund; more frequent
and flexible investment change options for both existing account
balances and ongoing contributions; a simplified method of determining
amounts available for withdrawals; and a new annual installment
distribution option.
Effective January 1, 1995, the Plan was amended to provide for payment
of internal administrative and investment management expenses directly
connected to the ongoing operations of the Plan.
Effective September 1, 1996, the Plan was amended to allow an eligible
employee's entire account balance from a previous employer's qualified
plan to be transferred into the Plan.
Effective October 1, 1996, the plan was amended to allow eligible employees
to participate in and contribute to the Plan on an unmatched basis following
one month of employment. Company contributions will continue to be made to
participant's accounts following completion of 52 weeks of employment.
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<PAGE>
Effective December 6, 1996, Stock Funds C and D, consisting of Boeing
Common Stock and representing Company matching and participant
contributions made prior to December 6, 1996 respectively, have been
added to the Plan. See footnote 7 for further discussion.
7. SUBSEQUENT EVENT
On December 6, 1996, the Company divested its former Aerospace and
Defense businesses (the "A&D Business") to The Boeing Company ("Boeing")
by means of a merger in which the Company's predecessor corporation
became a wholly-owned subsidiary of Boeing. As a result of this
transaction, participants of the Plan received .042 shares of Boeing
stock for each share of Rockwell stock which they held as of the
transaction date. Participants who were employed in the former Rockwell
A&D Business continue to retain their account balance with the Plan;
however, participant contributions to the Plan were suspended as of the
transaction date. Such participants continue to retain all rights in
their account balances with the Plan, and they are eligible to
participate in the Boeing Savings Plan as provided by the terms of the
Boeing Savings Plan document.
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ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
DIVERSIFIED FUND
Pooled Diversified Fund:
Diversified Fund (1) Pooled diversified fund,
30,964,271 units $355,852 $403,224
(1) Pooled funds held by Wells Fargo, as trustee.
FIXED INCOME FUND
Pooled Fixed Income Fund:
Fixed Income Fund Pooled fixed income fund
14,208,549 units $154,513 $163,061
(1) Pooled funds held by Wells Fargo, as trustee.
GUARANTEED RETURN FUND
Money Market Funds
*Wells Fargo & Company Stagecoach Funds
Prime Money Market
Mutual Fund $ 56 $ 56
Group Annuity Contracts
GIC Metropolitan Life Contract No. 13673, 5.00% $133,001 $133,001
Pooled Guaranteed Pooled guaranteed return
Return Fund (1) fund, 7,143,036 units 73,504 73,504
GIC New York Life Contract No. 30194, 8.00% 87,273 87,273
Total Group Annuity Contracts $293,778 $293,778
TOTAL INVESTMENTS - Guaranteed Return Fund $293,834 $293,834
(1) Pooled funds held by Wells Fargo, as trustee.
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<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
STOCK FUND A
Common Stocks - Domestic
*Rockwell International
Corporation 29,648,859 shares $726,912 $1,671,414
*Rockwell International
Corporation - Class A 7,641,785 shares 71,321 430,806
Total Common Stock $798,233 $2,102,220
Money Market Funds
*Wells Fargo & Company Stagecoach Funds
Prime Money Market Mutual Fund $ 2,224 $ 2,224
TOTAL INVESTMENTS - Stock Fund A $800,457 $2,104,444
STOCK FUND B
Common Stocks -Domestic
*Rockwell International
Corporation 8,765,269 shares $243,168 $ 494,131
*Rockwell International
Corporation - Class A 1,636,852 shares 19,016 92,278
Total Common Stock $262,184 $ 586,409
Money Market Funds
*Wells Fargo & Company Stagecoach Funds
Prime Money Market Mutual Funds $ 3,592 $ 3,592
TOTAL INVESTMENTS - Stock Fund B $265,776 $ 590,001
-15-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
INTERMEDIATE TERM BOND FUND
Pooled Intermediate Term Bond Fund:
Intermediate Term Pooled intermediate term
Bond Fund (1) bond fund, 745,794 units $ 11,179 $ 11,559
(1) Pooled funds held by Wells Fargo, as trustee.
LOAN FUND
*Loans to Participants Various loans; 7.0% to 11%
due 12 to 60 months from
date of loan $ 77,663 $ 77,663
Money Market Funds
*Wells Fargo & Company Stagecoach Funds
Prime Money Market Mutual Fund $ 68 $ 68
TOTAL INVESTMENTS - Loan Fund $ 77,731 $ 77,731
TOTAL INVESTMENTS - ALL FUNDS $1,959,342 $3,643,854
* Party-in-interest
-16-
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
Identify of Purchase Selling Cost Current Value Net Gain
Party Involved Description of Asset Price Price of Asset of Asset or (Loss)
<A> <C> <C> <C> <C> <C> <C>
Wells Fargo Pacific American Fund -
Money Market $225,141 $225,141 $225,141 $ -
Wells Fargo Pacific American Fund -
Money Market $219,486 219,486 219,486 -
-17-
</TABLE>
<PAGE>
INDEPENDENTS AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-17031 of Rockwell International Corporation on Form S-8, and the
Prospectus dated December 9, 1996 with respect to the Securities covered
thereby, of our report dated March 21, 1997, appearing in this Annual Report
on Form 11-k of the Rockwell International Corporation Savings Plan for the
year ended September 30, 1996.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 28, 1997
S-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the
undersigned, hereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 28, 1997
S-1
