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 FOR CERTAIN
REPRESENTED HOURLY EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN FOR CERTAIN
REPRESENTED HOURLY EMPLOYEES
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 - 11
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1996 12 - 14
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1996 15 - 16
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENTS S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Rockwell International Corporation Savings Plan
for Certain Represented Hourly Employees 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 for Certain Represented Hourly Employees (the "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, by fund and in
total, in all material respects, the net assets available for benefits of the
Plan as of September 30, 1996 and 1995, and the changes in its 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
March 21, 1997
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
CASH $ 2,583 $2,583
INVESTMENTS:
Rockwell International
Corporation common stock 13,174 $12,794 $ 380
Value of interest in
registered investment
companies 6,904 $ 6,904
Money market funds 4,397 $ 4,397
Interest in guaranteed
investment contract trusts 6,362 6,362
Interest-bearing cash 3,079 2,607 472
Loans to participants 2,427 $ 2,427
Total investments 36,343 8,969 4,397 13,266 380 6,904 2,427
RECEIVABLE - Income 1 1
TOTAL ASSETS 38,927 11,552 4,397 13,267 380 6,904 2,427
LIABILITIES:
Purchases pending settlement 2,612 2,607 5
Other 763 763
TOTAL LIABILITIES 3,375 2,607 5 763
NET ASSETS AVAILABLE
FOR BENEFITS $35,552 $ 8,945 $ 4,397 $13,262 $ 380 $ 6,904 $ 1,664
See notes to financial statements.
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</TABLE>
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Rockwell International
Corporation common stock $11,200 $10,875 $ 325
Value of interest in
registered investment
companies 5,600 $ 5,600
Money market funds 4,505 $ 65 $ 4,323 117
Interest in guaranteed
investment contract trusts 8,599 8,599
Loans to participants 1,548 $ 1,548
Total investments 31,452 8,664 4,323 10,992 325 5,600 1,548
TOTAL ASSETS 31,452 8,664 4,323 10,992 325 5,600 1,548
LIABILITY - Other 258 3 255
NET ASSETS AVAILABLE FOR
BENEFITS $31,194 $ 8,664 $ 4,323 $10,989 $ 325 $ 5,600 $ 1,293
See notes to financial statements.
</TABLE>
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
Investment Market Common Class A Equity Loan
Total Fund Fund Stock Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR $31,194 $ 8,664 $ 4,323 $10,989 $ 325 $ 5,600 $ 1,293
INCOME:
Earnings from Investments:
Dividends 272 264 8
Net investment income from
registered investment companies 1,137 1,137
Interest 399 3 221 12 163
Net investment income from
guaranteed investment
contract trusts 503 503
Net appreciation in fair
value of investments 2,120 2,059 61
Total earnings
from investments 4,431 506 221 2,335 69 1,137 163
Participant Contributions 3,799 1,055 673 1,333 738
Total income 8,230 1,561 894 3,668 69 1,875 163
EXPENSES:
Payments to participants
or beneficiaries 3,872 1,106 620 1,312 7 561 266
Net income (loss) 4,358 455 274 2,356 62 1,314 (103)
Net transfers between the funds (174) (200) (83) (7) (10) 474
NET INCREASE 4,358 281 74 2,273 55 1,304 371
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $35,552 $ 8,945 $ 4,397 $13,262 $ 380 $ 6,904 $ 1,664
See notes to financial statements.
- - -4-
</TABLE>
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
Investment Market Common Class A Equity Loan
Total Fund Fund Stock Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $26,385 $ 8,379 $ 4,200 $ 8,182 $ 252 $ 4,241 $ 1,131
INCOME:
Earnings from Investments:
Dividends 256 248 8
Net investment income from
registered investment companies 1,221 1,221
Interest 378 3 234 12 2 127
Net investment income from
guaranteed investment
contract trusts 416 416
Net appreciation in fair
value of investments 3,008 2,919 89
Total earnings
from investments 5,279 419 234 3,179 97 1,223 127
Participant Contributions 3,540 1,144 654 1,086 656
Total income 8,819 1,563 888 4,265 97 1,879 127
EXPENSES:
Payments to participants
or beneficiaries 4,009 1,208 795 1,445 17 504 40
Administrative expenses 1 1
Total expenses 4,010 1,209 795 1,445 17 504 40
Net income 4,809 354 93 2,820 80 1,375 87
Net transfers between the funds - (69) 30 (13) (7) (16) 75
NET INCREASE 4,809 285 123 2,807 73 1,359 162
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $31,194 $ 8,664 $ 4,323 $10,989 $ 325 $ 5,600 $ 1,293
See notes to financial statements.
- - -5-
</TABLE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
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 for Certain Represented Hourly Employees (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. Mellon Bank,
N.A. serves as the trustee for the Plan. The assets of the Plan
are managed by both the trustee and other investment managers.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
The Plan currently provides several investment funds in which
contributions to the Plan may be invested. These are the Equity
Fund, which may invest in real or personal property, including
corporate obligations and common and preferred stock; the
Guaranteed Investment 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; the Money Market Fund, which invests in federal,
state or local government debt instruments; the Loan Fund, which
represents the outstanding balance of participants' loans from
their accounts; and the Rockwell Common Stock Fund, which invests
in Common Stock of the Company. The Plan also maintains the
Rockwell Class A Stock Fund, which consists of the Company's Class
A Common Stock, which was distributed by the Company in 1987 in
connection with a stock dividend. Cash dividends on Common Stock
and Class A Common Stock and cash contributed for investment in
the Company's Common Stock are held in the Rockwell Common Stock
Fund. All cash contributions to the Rockwell Common Stock Fund are
invested in the Company's Common Stock. The Class A Common Stock
was converted to Common Stock effective February 23, 1997.
b. Participation - The Plan is extended to employees on hourly
payrolls of the Company who are covered under collective
bargaining agreements with the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of
America and its Locals Nos. 887, 952, 1519 and 1558 (the "Union")
and have been employed by the Company for six months. The Plan
provides that employees electing to participate may currently
contribute to the Plan through payroll deferrals at a specified
percentage (ranging from 1% to 8%) of base compensation as defined
in the Plan. Such contributions are excluded from the
participants' taxable income until such amounts are received by
them as a distribution from the Plan.
- - -6-
<PAGE>
The Plan also provides that certain limitations may be imposed on
compensation deferral contributions in order to comply with
statutory limitations. An employee may change the contribution
percentage or suspend contributions at any time upon 15 days'
notice, and may resume making contributions at any time upon 15
days' notice.
c. Investment Elections - A participant may elect, and during the
months of February and August may change such investment election,
to have the compensation deferral contributions made (i) entirely
to the Equity Fund; (ii) entirely to the Guaranteed Investment
Fund; (iii) entirely to the Money Market Fund; (iv) entirely to
the Rockwell Common Stock Fund or (v) one-half to the Money Market
Fund and one-half to the Rockwell Common Stock Fund.
Participants' contributions under the Guaranteed Investment Fund
are paid to insurance companies under contracts pursuant to which
the contributions are invested by the insurance companies with
various guaranteed annual returns for specified periods of time or
until such time as the contracts may be terminated. Such
contracts guarantee the following returns:
Period of Annual Contract
Contributions Return Expiration Date
October 1, 1992 -
September 30, 1993 4.39% September 30, 1995
October 1, 1993 -
September 30, 1994 4.39% September 30, 1996
October 1, 1994 -
September 30, 1995 6.90% September 30, 1997
October 1, 1995 -
September 30, 1996 6.33% September 30, 1998
October 1, 1996
September 30, 1997 6.78% September 30, 1999
d. Unit Values - Participants in the various investment funds do not
own specific securities or other assets in such Funds, but they
have an interest therein represented by units valued each month on
the "Valuation Date," which is generally the last stock-trading
day of the month. Between valuation dates, contributions to and
withdrawal payments from each Fund are converted to units by
dividing the amount of such transactions by the unit value as last
determined, and the participants' accounts are charged or
credited, as the case may be, with the number of units properly
attributable to each participant. Voting rights are extended to
participants in proportion to their ownership interest in the
Rockwell Common Stock Fund and the Rockwell Class A Stock Fund.
- - -7-
<PAGE>
e. Vesting - Participants are fully vested in their accounts at all
times. 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.
f. 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 $184,000 and
$460,000, respectively.
g. 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 the participant's account
balance) from the balance of the participant's account. Interest
is charged at a rate equal to Wells Fargo's prime rate plus 1%.
The loans can be repaid through payroll deductions over periods
ranging from 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.
Payments of principal and interest will be credited to the
participant's account. Participants may have only one outstanding
loan at a time. Amounts due on loans to participants who have
terminated during the year are reflected as benefit payments in
the loan fund.
h. Plan Termination - The Company has the right to terminate or
modify the Plan from time to time. Benefits under the Plan shall
be provided solely from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investment Securities - Investments in the Company's
common stock are stated at fair value based upon closing sales
prices reported on recognized securities exchanges on the last
business day of the fiscal year. Investments in Class A Common
Stock of the Company are stated at fair market value based upon
the closing sales price of the Company's Common Stock into which
it is convertible.
- - -8-
<PAGE>
b. Valuation of Interest in Registered Investment Companies - The
Plan's interest in registered investment companies represents
investments in Vanguard mutual funds. The Vanguard mutual funds
are stated at redemption value, which approximates fair value.
c. Valuation of Guaranteed Investment Contract Trusts - At
September 30, 1996 the guaranteed investment contract trusts are
valued at fair value. At September 30, 1995, the investment
contract trusts 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 contract trusts is
approximately $6.4 million at September 30, 1996 and $8.8 million
at September 30, 1995.
In September 1994, the American Institute of Certified Public
Accountants issued Statement of Position 94-4 "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and
Defined Contribution Plans" ("SOP"). The SOP requires a defined
contribution plan to report investment contracts with fully
benefit responsive features at contract value and other investment
contracts at fair value. According to the provisions of SOP 94-4,
the guaranteed investment contract trusts have been determined to
be non-fully benefit-responsive. As such, the contracts are
presented at fair value on the statement of net assets available
for benefits at September 30, 1996. The crediting interest rates
at September 30, 1996 for the contracts ranged from 6.33% to
6.90%. The effect of adopting SOP 94-4 was immaterial.
d. Valuation of Money Market Funds - Investments in money market
funds are stated at cost which approximates fair value.
e. Expenses - All costs and expenses of the Plan and its
administration, except investment management fees and expenses
incurred in the acquisition or disposition of investments, are
paid by the Company.
f. Use of Estimates - Estimates and assumptions made by the Plan's
management affect the reported amount of assets and liabilities
and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and
decreases to the Plan during the reporting period. Actual results
could differ from those estimates.
- - -9-
<PAGE>
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of September 30, 1996 and 1995 are as follows ($ in
thousands):
Description of Investment 1996 1995
John Hancock G.I.C. 4-94, 6.90% $3,248 $3,464
Metropolitan Life Insurance Company
G.I.C. 13285, 4.39% 2,327
Prudential Asset Management Group
G.I.C. 7693, 4.39% 2,808
John Hancock G.I.C. 7953, 6.33% 3,114
Interest-bearing cash 3,079
Vanguard Money Market Reserves
Federal Portfolio Fund 4,397 4,323
Rockwell International Corporation
Common Stock 13,174 10,875
Vanguard Group Windsor II Mutual Fund 6,904 5,600
4. 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. Rockwell believes that the Plan is currently 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.
5. 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
Equity Fund 210,010 $32.31 $31.26 $30.48 $28.53
Guaranteed Investment
Fund:
6.90% Contract 2,835,530 1.14 1.12 1.10 1.08
6.33% Contract 2,865,108 1.06 1.05 1.03 1.02
Money Market Fund 3,319,589 1.30 1.29 1.27 1.25
Rockwell Common
Stock Fund 683,014 19.26 19.48 19.88 17.76
Rockwell Class A
Stock Fund 23,221 16.35 16.83 17.28 15.51
- - -10-
<PAGE>
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal Year 1995 September 30 30 30 31 31
Equity Fund 199,167 $26.99 $24.41 $22.57 $20.53
Guaranteed Investment
Fund:
4.39% Contract 2,500,429 1.10 1.09 1.08 1.07
6.90% Contract 3,268,431 1.06 1.05 1.03 1.02
Money Market Fund 3,437,615 1.24 1.22 1.20 1.18
Rockwell Common
Stock Fund 697,998 15.77 15.19 12.90 11.85
Rockwell Class A
Stock Fund 23,424 13.86 13.43 11.44 10.49
6. SUBSEQUENT EVENT
On December 6, 1996, the Company divested its former Aerospace and
Defense businesses (the "A&D Business") to the Boeing Company ("Boeing")
by means of a merger in which the Company's predecessor corporation
became a wholly-owned subsidiary of Boeing. As a result of this
transaction, participants of the Plan received .042 shares of Boeing
stock for each share of Rockwell stock which they held as of the
transaction date. In addition, the Plan was transferred to Boeing
effective December 6, 1996. Participants are eligible to participate in
the Boeing Hourly Savings Plan as provided by the terms of the Boeing
Hourly Savings Plan document.
- - -11-
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ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<A> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or Current
or similar party maturity value Cost Value
GUARANTEED INVESTMENT FUND
Interest in Guaranteed
Investment Contract Trusts
John Hancock Guaranteed Investment Contract Trust, No. 7527, 6.90% $ 3,248 $ 3,248
John Hancock Guaranteed Investment Contract Trust, No. 7953, 6.33% 3,114 3,114
6,362 6,362
* Mellon Bank N.A. Non-interest bearing cash 2,583 2,583
* Mellon Bank N.A. EB Temporary Investment Fund 2,607 2,607
Total investments - guaranteed investment fund $11,552 $11,552
MONEY MARKET FUND
Money Market Funds
Vanguard Fiduciary
Trust Company Vanguard Money Market Reserves
Federal Portfolio Fund $ 4,397 $ 4,397
Total investment - money market fund $ 4,397 $ 4,397
(Continued)
- - -12-
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<A> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or Current
or similar party maturity value Cost Value
ROCKWELL COMMON STOCK FUND
Corporate Stock - Common
* Rockwell International Corporation 226,938 shares $ 5,893 $12,794
Money Market Funds
* Mellon Bank N.A. EB Temporary Investment Fund 472 472
Total investments -
Rockwell Common Stock Fund $ 6,365 $13,266
ROCKWELL CLASS A STOCK FUND
* Rockwell International Corporation
DEL Class A 6,703 shares $ 183 $ 378
* Rockwell International DEL COM 32 shares 1 2
Total investments -
Rockwell Class A Stock Fund $ 184 $ 380
(Continued)
- - -13-
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<A> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or Current
or similar party maturity value Cost Value
EQUITY FUND
Shares of Registered
Investment Company
Vanguard Fiduciary Trust Company Vanguard Group Windsor II Mutual Fund $ 5,600 $ 6,904
Total investments - Equity Fund $ 5,600 $ 6,904
LOAN FUND
* Loans to participants Various loans $ 2,427 $ 2,427
Total investments - Loan Fund $ 2,427 $ 2,427
TOTAL INVESTMENTS - ALL FUNDS $27,942 $36,343
* Party-in-interest
- - -14-
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1996
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS
OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
($ IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
<A> <C> <C> <C> <C> <C> <C>
Current
Identity of Purchase Selling Cost of Value of Net Gain
Party Involved Description of Asset Price Price Asset Asset or (Loss)
Mellon Bank, N.A. EB Temporary
Investment Fund $2,607 $2,607 $2,607 -
Prudential Asset Guaranteed Investment
Group Management Contract No. #7693, 4.39% $2,583 2,573 2,583 10
Metropolitan Life Guaranteed Investment
Insurance Company Contract No. #13285, 4.39% 2,327 2,327 2,327 -
John Hancock Guaranteed Investment
Contract No. #7953, 6.33% 2,327 2,327 2,327 -
- - -15-
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1996
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
($ IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
<A> <C> <C> <C> <C> <C> <C>
Current
Identity of Purchase Selling Cost of Value of Net Gain
Party Involved Description of Asset Price Price Asset Asset or (Loss)
John Hancock Guaranteed Investment
Contract #7953 $3,345 $3,345 $3,345 $ -
John Hancock Guaranteed Investment
Contract #7953 $ 393 393 393 -
Mellon Bank N.A. EB Temporary Investment Fund 6,437 6,437 6,437
Mellon Bank N.A. EB Temporary Investment Fund 3,540 3,540 3,540 -
Prudential Asset Prudential
Management Group Contract #7693, 4.93% 340 340 340 -
Prudential Asset Prudential
Management Group Contract #7693, 4.93 2,583 2,573 2,583 10
Metropolitan Life Guaranteed Investment
Insurance Company Contract #13285 2,327 2,327 2,327 -
- - -16-
</TABLE>
<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
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 28, 1997
S-1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 2-99494 (as amended through Post-Effective Amendment No. 4 thereto) of
Rockwell International Corporation on Form S-8, and the Prospectus dated
February 1, 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 Certain Represented Hourly
Employees for the year ended September 30, 1996.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 28, 1997
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