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 year ended December 31, 1996
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
ROCKWELL INTERNATIONAL CORPORATION
2201 SEAL BEACH BOULEVARD
SEAL BEACH, CALIFORNIA 90740
<PAGE>
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1996 AND 1995 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 10
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1996 11
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED DECEMBER 31, 1996 12 - 13
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Reliance Electric Company
Savings and Investment Plan
and Participants:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Reliance Electric Company Savings and
Investment Plan as of December 31, 1996 and 1995, and the 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 audit.
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, the financial statements referred to above present fairly, in
all material respects, by fund and in total, the net assets available for
benefits as of December 31, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment purposes as of December 31, 1996 and (2) schedule
of reportable transactions for the year ended December 31, 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. The supplemental
schedules are the responsibility of the Plan's management. Such 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.
June 20, 1997
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS)
<CAPTION>
Interest Rockwell Rockwell Growth & Equity Basic Exxon U.S. Boeing Boeing Loan
ASSETS: Total Accumulation Stock A Stock B Income Index Value Stock Gov't Stock C Stock D Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Rockwell International Corp.
Common Stock $25,112 $14,740 $10,372
Boeing Common Stock 1,837 $1,078 $759
Aetna Growth & Income
Equity Account 31,037 $31,037
Equity Index Fund 30,659 $30,659
Merrill Lynch Basic
Value Fund 52,447 $52,447
Exxon Corp. Common Stock 73,601 $73,601
Bankers Trust Pyramid
Government Fund 2,314 $2,314
Guaranteed Investment
Contracts 93,291 $ 93,291
Merrill Lynch Retirement
Preservation Trust 53,637 53,637
Loans to Participants 6,844 $6,844
Short-Term Investments 26,630 25,406 38 63 90 140 390 254 45 204
Total Investments 397,409 172,334 14,778 10,435 31,127 30,799 52,837 73,855 2,359 1,078 759 7,048
RECEIVABLES:
Contributions Receivable 1,759 542 566 110 165 138 223 15
Interest and Dividends
Receivable 17 12 1 1 2 1
Total Receivables 1,776 554 566 110 165 139 224 2 15 - - 1
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $399,185 $172,888 $15,344 $10,545 $31,292 $30,938 $53,061 $73,857 $2,374 $1,078 $759 $7,049
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
Interest Rockwell Rockwell Growth & Equity Basic Exxon U.S. Loan
ASSETS: Total Accumulation Stock A Stock B Income Index Value Stock Government Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Rockwell International
Corp. Common Stock $ 7,043 $3,638 $3,405
Aetna Growth & Income
Equity Account 22,980 $22,980
Equity Index Fund 20,432 $20,432
Merrill Lynch Basic
Value Fund 42,957 $ 42,957
Exxon Corporation
Common Stock 64,691 $64,691
Bankers Trust Pyramid
Government Fund 2,290 $2,290
Guaranteed Investments
Contracts 126,061 $126,061
Merrill Lynch Retirement
Preservation Trust 57,469 57,469
Loans to Participants 5,812 $5,812
Short-Term Investments 4,077 2,945 37 40 46 157 791 43 18
Total Investments 353,812 186,475 3,675 3,405 23,020 20,478 43,114 65,482 2,333 5,830
CONTRIBUTIONS RECEIVABLE 2,375 876 933 121 163 260 22
INTEREST AND DIVIDENDS
RECEIVABLE 1,047 1,029 2 1 3 12
OTHER RECEIVABLES 700 700
TOTAL ASSETS 357,934 188,380 4,610 3,526 23,183 20,478 43,375 65,485 2,367 6,530
LIABILITIES:
Purchases Pending
Settlement 1,199 589 598 12
NET ASSETS AVAILABLE
FOR BENEFITS $356,735 $187,791 $4,610 $3,526 $23,183 $20,478 $43,375 $64,887 $2,355 $6,530
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS)
<CAPTION>
Interest Rockwell Rockwell Growth & Equity Basic Exxon U.S. Boeing Boeing Loan
INCOME: Total Accumulation Stock A Stock B Income Index Value Stock Gov't Stock C Stock D Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Earnings from Investments:
Contributions:
Employe $ 7,931 $ 7,931
Participant 17,416 $ 7,932 (16) $ 1,511 $2,227 $2,025 $ 3,508 $ 229
Total contributions 25,347 7,932 7,915 1,511 2,227 2,025 3,508 229
Interest 11,446 11,018 12 7 10 7 14 $ 15 134 $ 229
Dividends 6,323 196 145 3,534 2,448
Net appreciation
(depreciation)
in fair value
of investments 33,085 (42) 2,182 1,537 5,878 5,341 4,259 13,451 $ 110 $ 78 291
Total earnings
from investments 50,854 (10,976) 2,390 1,689 5,888 5,348 7,807 15,914 134 110 78 520
Total income 76,201 18,908 10,305 3,200 8,115 7,373 11,315 15,914 363 110 78 520
EXPENSES:
Distributions for
withdrawals
and terminations 33,622 21,859 439 173 1,898 1,155 2,619 5,210 269
Other 129 103 22 4
Total expenses 33,751 21,962 439 173 1,898 1,177 2,619 5,210 273
NET INCOME (LOSS) 42,450 (3,054) 9,866 3,027 6,217 6,196 8,696 10,704 90 110 78 520
TRANSFERS:
Loans to participant - (2,124) (8) (244) (31) (219) (172) (28) 2,826
Loan repayments - 1,660 205 263 208 457 34 (2,827)
Interfund tranr - (11,385) 868 3,795 1,873 4,087 752 (1,562) (77) 968 681
Total transfers - (11,849) 868 3,992 1,892 4,264 990 (1,734) (71) 968 681 (1)
NET INCREASE (DECREASE) 42,450 (14,903) 10,734 7,019 8,109 10,460 9,686 8,970 19 1,078 759 519
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR 356,735 187,791 4,610 3,526 23,183 20,478 43,375 64,887 2,355 - - 6,530
NET ASSETS AVAILABLE
FOR BENEFITS,
END OF YEAR $399,185 $172,888 $ 15,344 $10,545 $31,292 $30,938 $53,061 $73,857 $2,374 $1,078 $759 $7,049
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Reliance Growth & Equity Basic Exxon U.S. Loan Rockwell Rockwell
INCOME: Total Accumulation Stock Income Index Value Stock Government Fund Stock A Stock B
Contributions:
Participan $ 18,726 $ 10,858 $ 101 $ 2,144 $ 1,634 $ 3,470 $ 319 $ 200
Employer 10,547 4,541 37 888 565 1,466 131 $2,919
Investment Income:
Interest 15,879 15,064 419 11 6 14 $ 25 164 $ 170 3 3
Dividends 4,451 1,749 2,681 10 11
Net appreciation
in fair value
of investments 35,020 6 5,331 4,919 8,200 15,869 329 366
Total income 84,623 30,463 563 8,374 7,124 14,899 18,575 614 170 3,261 580
EXPENSES:
Distributions for
withdrawals and
terminations 36,234 23,763 1,822 1,787 1,511 2,675 4,247 281 146 2
Other 56 39 16 1
Total expenses 36,290 23,802 1,822 1,787 1,527 2,675 4,247 282 146 2 -
NET INCOME (LOSS) 48,333 6,661 (1,259) 6,587 5,597 12,224 14,328 332 24 3,259 580
TRANSFERS:
Loans to
participants (3,776) (255) (52) (264) (45) (72) 4,464
Loan repayments 2,512 13 273 236 488 43 (3,580) 15
Interfund transfers 50,512 (79,396) 6,956 6,196 11,396 (1,023) 1,077 1,351 2,931
Transfers to
other plans (81,789) (54,441) (4,882) (4,098) (8,568) (6,536) (722) (2,542)
Total transfers (81,789) (5,193) (79,383) 2,092 2,282 3,052 (7,604) 326 (1,658) 1,351 2,946
NET INCREASE
(DECREASE) (33,456) 1,468 (80,642) 8,679 7,879 15,276 6,724 658 (1,634) 4,610 3,526
NET ASSETS AVAILABLE
FOR BENEFITS
BEGINNING OF YEAR 390,191 186,323 80,642 14,504 12,599 28,099 58,163 1,697 8,164
NET ASSETS AVAILABLE
FOR BENEFITS
END OF YEAR $356,735 $187,791 $ - $23,183 $20,478 $43,375 $64,887 $ 2,355 $ 6,530 $ 4,610 $3,526
See notes to financial statements.
</TABLE>
<PAGE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1. DESCRIPTION OF THE PLAN
The following general description of the Reliance Electric Company
Savings and Investment Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
document for complete information. The Plan is a defined contribution
plan administered by Reliance Electric Company (the "Company"). At
December 31, 1995 the assets of the Plan were maintained and
transactions therein were executed by the trustee, Society Bank (the
"Trustee"), a subsidiary of KeyCorp. During May 1996, the Plan changed
its trustee to Wells Fargo, N.A.
As of December 31, 1994, Rockwell International Corporation ("Rockwell")
had acquired approximately 62% of the common stock of the Company and
completed its acquisition of the remaining 38% of the Company in January
1995.
a. Eligibility - All employees of the Company and its eligible
subsidiaries in the United States who have completed 30 days of
service and are not covered by a collective bargaining agreement
(unless that collective bargaining agreement expressly provides
for the employees' eligibility) are eligible to participate in the
Plan. Eligible employees can elect to participate in the Plan at
the beginning of any month following their eligibility date.
b. Vesting - Employee contributions are fully vested. Employer
matching contributions are vested after the participant has
completed three years of service. Any employer matching
contributions which are forfeited are applied to reduce future
Company contributions.
c. Contributions - Eligible employees may elect to contribute from 1%
to 16% of their pre-tax compensation including wages, bonuses and
commissions into the Plan up to $9,500 and $9,240 in 1996 and
1995, respectively. Participants who have completed one year of
service are eligible to receive matching company contributions.
Through September 30, 1995, the Company matched 50% of
participant contributions up to 6% of compensation. Effective
October 1, 1995, the Company matching contribution ranges from 50%
to 100% of participant contributions up to 6%, based on a formula
measuring the growth of Rockwell Automation sales, of
compensation. Effective October 1, 1995, the Company matching
contribution is in the form of Rockwell Common Stock. Plan
participants can elect to have their contributions invested in 5%
increments in the different investment funds available.
<PAGE>
a. Investments - Excluding the Exxon Stock Fund (which was closed to
new contributions after 1986) and the Reliance Stock Fund (which
was replaced by the Rockwell Stock Fund), a participant may direct
contributions to any of the following investment options:
i) Interest Accumulation Fund - Investments in contracts with
insurance or other financial institutions that provide for
return of principal plus a rate of return on the investment.
ii) Rockwell Stock Funds A & B - These funds consist exclusively
of shares of Common Stock of Rockwell International
Corporation.
iii) Reliance Stock Fund - This fund consisted exclusively of
shares of Class A Common Stock of Reliance Electric Company
("Reliance Stock"). Reliance Stock was traded on the New
York Stock Exchange beginning in May 1992. As of
December 31, 1994, Rockwell had acquired approximately 62%
of the common stock of Reliance and completed the
acquisition in January 1995.
iv) Aetna Growth and Income Equity Account - A pooled fund
investing primarily in the Aetna Variable fund, a registered
mutual fund. This fund is invested in a wide variety of
preferred and common stocks and interest-producing
securities.
v) Equity Index Fund - A mutual fund managed by the Bankers
Trust Company of New York investing in stocks intended to
approximate the overall performance of the Standard and
Poor's 500 Composite Stock Index ("S&P 500 Index").
vi) Merrill Lynch Basic Value Fund - A mutual fund whose
investments are primarily in common stock of established
companies that are selected with an objective of long-term
growth through capital appreciation and income.
vii) Exxon Stock Fund - This fund consists exclusively of shares
of common stock of the Exxon Corporation. Exxon's Stock is
traded on the New York Stock Exchange. The Exxon Stock Fund
has been closed to new contributions and transfers (in)
since 1986. Quarterly dividends paid by Exxon are
reinvested in additional shares of Exxon stock by the Plan
Trustee.
viii) U.S. Government Fund - This fund consists of securities
backed by the United States Government and its agencies.
<PAGE>
i) Boeing Stock Funds C and D - These funds consist exclusively
of shares of common stock of The Boeing Company. See Note 7
for additional information.
b. Short-term Investments - The Trustee makes short-term investments
of available cash until amounts are invested in accordance with
Plan participant elections.
c. Participant Accounts - A separate account is maintained for each
participant in the Plan, reflecting contributions, investments,
investment gains and losses, distributions, loans, withdrawals and
transfers.
d. Plan Withdrawals and Distributions - Active participants may
withdraw certain amounts from their accounts up to their entire
vested interest when they attain the age of 59-1/2, or if they
qualify for financial hardship. Participant vested amounts are
payable upon retirement, death, or other termination of
employment. Benefit claims payable for participants who have
withdrawn from the Plan at December 31, 1996 and 1995 amounted to
$4.0 million and $3.9 million, respectively.
e. Plan Termination - Although the Company has not expressed any
intent to terminate the Plan, it reserves the right to do so at
any time. In the event of termination, the interests of each
participant with respect to Company contributions will vest
immediately and be nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Investment Valuation - Investments in securities and short-term
investments are stated at fair value as measured by readily
available market prices; investments in contracts with insurance
companies, included in general accounts, are stated at contract
value. According to the provisions of AICPA Statement of Position
94-4 ("SOP"), the guaranteed investment contracts are deemed to be
fully benefit responsive; as such the contracts are presented at
contract value on the face of the financial statements. The fair
value of the Guaranteed Investment Contracts as of December 31,
1996 and 1995 is approximately $91.6 and $127.6 million,
respectively. The crediting interest rates for the contracts
ranged from 5.71% to 7.75% at December 31, 1996 and 7.62% to 9.2%
at December 31, 1995. Mutual fund investments are valued at net
asset value at which shares of the fund may be purchased or
redeemed.
b. Security Transactions and Investment Income - Purchase and sales
of securities are reported on a trade date basis. Dividend income
is recorded on the ex-dividend date and interest income is
recorded on the accrual basis.
<PAGE>
a. Plan Expenses - Asset management fees charged by the Growth and
Income Fund, Equity Index Fund, Interest Accumulation Fund, and
U.S. Government Fund are paid by the Plan. All other
administrative expenses of the Plan are paid by the Company.
b. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
Plan management to make estimates and assumptions that affect the
reported amounts of net assets available for benefits and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and
deductions to the Plan's net assets available for benefits during
the reporting period. Actual results could differ from those
estimates.
2. TRANSFER TO RELTEC CORPORATION SAVINGS AND INVESTMENT PLAN
In August 1995 Rockwell sold the Company's telecommunications business,
subsequently renamed RelTec Corporation. In September 1995, Plan assets
of approximately $81.8 million were transferred to the newly formed
RelTec Corporation Savings and Investment Plan.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 1996 and 1995 are as follows (dollars in
thousands):
Description of Investment 1996 1995
Guaranteed Investment Contracts:
New York Life (GA 5967) $ 20,196
Prudential Insurance Company (GA 7973-211) 19,661
Metropolitan Life Insurance Company (#14038) $27,483 29,159
Bankers Trust Pyramid Guaranteed Investment
Fund 52,302 57,045
Merrill Lynch Retirement Preservation Trust 53,637 57,469
Exxon Common Stock 73,601 64,691
Bankers Trust Equity Index Fund 30,659 20,432
Aetna Growth & Income Equity Account 31,037 22,980
Merrill Lynch Basic Value Fund 52,447 42,957
Rockwell International Corporation Common Stock 25,112
Stagecoach Treasury Money Market Fund 26,630
4. TAX STATUS
The Plan obtained its latest determination letter in 1995, 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
<PAGE>
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 December 31, 1996. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
1. UNITS OF PARTICIPATION
December 31
1996 1995
Number Unit Number Unit
Investment Program of Units Value of Units Value
Interest Accumulation
Fund 146,928,000 $ 1.00 183,529,956 $ 1.00
Exxon Stock Fund 751,032 98.00 803,613 80.50
Rockwell Stock Fund 412,515 60.88 133,202 52.87
Boeing Stock Fund 17,250 106.50
2. CHANGES IN THE PLAN
On December 6, 1996, Rockwell divested its former Aerospace and Defense
businesses to 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. Also effective December 6, 1996, Stock
Funds C and D consisting of Boeing Common Stock and representing
matching and participant contributions, respectively, made prior to
December 6, 1996, have been added to the Plan.
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996 (IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
Identify of issue, Description of investment,
borrower, lessor including collateral, rate of interest, Current
or similar party maturity date, par or maturity value Cost Value
<C> <C> <C>
Insurance Company Investment
Contracts Prudential Insurance Company GA 7973-211 $13,506 $ 13,473
Metropolitan Life Insurance Company GAC #14038 27,483 28,019
Total Investment Contracts $40,989 $ 41,492
Investments in Fixed Income Bankers Trust Pyramid Guaranteed Investment Fund $52,302 $ 50,507
Trusts Merrill Lynch Retirement Preservation Trust 53,637 53,637
Bankers Trust Pyramid Government Fund 2,314 2,314
Total Investments in Fixed Income Trusts $108,253 $106,458
Common Stocks *Rockwell International Corporation, 412,515 shares $ 20,980 $ 25,112
Exxon, 751,032 shares 26,455 73,601
The Boeing Company, 17,250 shares 1,415 1,837
Total Common Stocks $ 48,850 $100,550
Mutual/Equity Funds Bankers Trust Equity Index Fund $ 16,904 $ 30,659
Aetna Growth & Income Equity Account 26,529 31,037
Merrill Lynch Basic Value Fund 39,517 52,447
Total Mutual/Equity Funds $ 82,950 $114,143
Wells Fargo, N.A. Stagecoach Treasury Money Market $ 26,630 $ 26,630
Loans *Loans to participants 7% - 12%, maturities
ranging from 12 to 60 months $ 6,844 $ 6,844
Total Investments - All Funds $314,556 $396,117
* Party-in-interest
</TABLE>
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<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1996 (IN THOUSANDS)
<CAPTION>
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 REPRESENT SINGLE TRANSACTIONS WHICH EXCEED 5% OF ASSETS
AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
Column A Column B Column C Column D Column G Column H Column I
Current Value
Identity of Description Purchase Selling Cost of of Asset on Net
Party Involved of Asset Price Price Asset Transaction date Gain/(Loss)
<C> <C> <C> <C> <C> <C> <C>
Prudential Insurance Company GIC, GAC
Company #7973-211 $22,819 $22,819 $22,819 -
</TABLE>
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1996 (IN THOUSANDS)
<CAPTION>
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 REPRESENT SERIES OF TRANSACTIONS INVOLVING ONE SERIES
WHICH EXCEEDS 5% OF ASSETS AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
Column A Column B Column C Column D Column G Column H Column I
Current Value
Identity of Description Purchase Selling Cost of of Asset on Net
Party Involved of Asset Price Price Asset Transaction date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Pacifica Treasury Short-Term
Money Market Investments $93,266 $ 93,266 $ 93,266 -
Stagecoach Treasury Short-Term
Money Market Investments $103,227 103,227 103,227 -
Prudential Insurance GIC, GAC
Company #7973-211 25,436 25,436 25,436 -
</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.
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: June 30, 1997
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-17031 of Rockwell International Corporation on Form S-8, and the
Prospectus dated November 27, 1996 with respect to the Securities covered
thereby, of our report dated June 20, 1997, appearing in this Annual Report on
Form 11-K of the Reliance Electric Company Savings and Investment Plan for the
year ended December 31, 1996.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 30, 1997
S-2
<PAGE>
