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 December 31, 1996
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR
SALARIED EMPLOYEES
Financial Statements for the Years Ended
December 31, 1996 and 1995 Supplemental
Schedules for the Year Ended December 31,
1996 and Independent Auditors' Report
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR SALARIED EMPLOYEES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995:
Statements of Net Assets Available for Benefits 2-4
Statements of Changes in Net Assets Available for Benefits 5-7
Notes to Financial Statements 8-12
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 13
Item 27d - Schedule of Reportable Transactions 14
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Allen-Bradley Savings and Investment Plan
for Salaried Employees and Participants therein:
We have audited the accompanying financial statements of the Allen-Bradley
Savings and Investment Plan for Salaried Employees, formerly known as the
Allen-Bradley Employee Savings Plan for Salaried Employees, as of December 31,
1996 and 1995 and for the years then ended, listed in the Table of Contents.
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, the net assets available for benefits of the Plan 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents 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 information by fund in the statements
of net assets available for benefits and the statements of changes in net
assets available for benefits is presented for the purpose of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of the individual funds. The
supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing
procedures applied in our audit of the basic 1996 and 1995 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.
June 20, 1997
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Participant Directed
Guaranteed Fixed Intermediate
December 31, Return Income Diversified Term Bond
1996 Fund Fund Fund Fund Loan Fund
<S> <C> <C> <C> <C> <C> <C>
Pooled insurance
contract fund $172,537,723 $172,537,723
Pooled investment funds 80,494,866 $3,957,349 $70,519,498 $6,018,019
Money market fund 523,381 22 264 23
Participant loans 4,459,443 $4,459,443
Common stock-
Rockwell International
Corporation 18,855,667
Common Stock -
The Boeing Company 1,226,895
Total investments 278,097,975 172,537,723 3,957,371 70,519,762 6,018,042 4,459,443
Receivables:
Contributions receivable -
employee 761,328 256,979 - 404,850 35,954
Contributions receivable -
employer 359,272
Income receivable 11,455 28 118 5,718 139
Total receivables 1,132,055 257,007 118 410,568 36,093
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $279,230,030 $172,794,730 $3,957,489 $70,930,330 $6,054,135 $4,459,443
See notes to financial statements
</TABLE>
(Continued on next page)
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Non-Participant Participant Non-Participant
Directed Directed Directed
Rockwell Rockwell Boeing Boeing
Stock Stock Stock Stock
Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C>
Pooled insurance
contract fund
Pooled investment funds
Money market fund $ 80,607 $ 442,465
Participant loans
Common stock-
Rockwell International
Corporation 15,824,822 3,030,845
Common Stock -
The Boeing Company $1,101,333 $125,562
Total investments 15,905,429 3,473,310 1,101,333 125.562
Receivables:
Contributions receivable -
employee 63,545
Contributions receivable -
employer 359,272
Income receivable 1,652 3,800
Total Receivables 360,924 67,345
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $ 16,266,353 $3,540,655 $1,101,333 $125,562
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Non-Participant
Participant Directed Directed
Guaranteed Fixed Intermediate Rockwell
December 31, Return Income Diversified Term Bond Stock
1995 Fund Fund Fund Fund Loan Fund Fund A
<S> <C> <C> <C> <C> <C> <C> <C>
Pooled insurance
contract fund $176,372,360 $176,372,360
Pooled investment funds 46,838,329 $3,011,553 $38,778,161 $5,048,615
Money market fund 698,030 $ 698,030
Participant loans 1,924,114 $1,924,114
Common stock-
Rockwell International
Corporation 3,127,715 3,127,715
Total investments 228,960,548 176,372,360 3,011,553 38,778,161 5,048,615 1,924,114 3,825,745
Contributions receivable 1,401,333 121,658 32,722 664,995 75,272 506,686
Interfund transfers (166,661) (3,356) 60,760 (10,691) 119,948
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Participant Directed
Guaranteed Fixed Intermediate
December 31, Return Income Diversified Term Bond
1996 Fund Fund Fund Fund Loan Fund
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Earnings from investments:
Interest $ 28,681 $ 3,544 $ 145 $ 6,093 $ 214 $
Dividends 205,537
Net appreciation
in fair value of
investments 24,005,727 11,609,299 $ 157,294 9,594,160 158,778
Total investment
income 24,239,945 11,612,843 157,439 9,600,253 158,992
Contributions received
or receivable from:
Employer 10,726,735
Participants 24,304,980 9,126,179 787,458 12,549,507 1,145,500
Total contributions 35,031,715 9,126,179 787,458 12,549,507 1,145,500
Total additions 59,271,660 20,739,022 944,897 22,149,760 1,304,492
DEDUCTIONS FROM PLAN ASSETS:
Payments to participants
or beneficiaries 13,006,394 11,567,464 101,181 442,095 25,090 676,342
Administrative expenses 32,117 32,117
Total expenses 13,038,511 11,567,464 133,298 442,095 25,090 676,342
Net income (loss) 46,233,149 9,171,558 811,599 21,707,665 1,279,402 (676,342)
NET TRANSFERS BETWEEN FUNDS - (12,704,185) (2,558,871) 9,785,242 (338,463) 3,091,723
TRANSFERS TO(FROM) THE PLAN 2,635,000 2,663,842 (66,493)
NET INCREASE (DECREASE) 48,868,149 (3,532,627) 916,570 31,426,414 940,939 2,415,381
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 230,361,881 176,327,357 3,040,919 39,503,916 5,113,196 2,044,062
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $279,230,030 $172,794,730 $3,957,489 $70,930,330 $6,054,135 $4,459,443
(continued on next page)
See notes to financial statements. </TABLE>
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Non-Participant Participant Non-Participant
Directed Directed Directed
Rockwell Rockwell Boeing Boeing
Stock Stock Stock Stock
Fund A Fund B Fund C Fund D
<S> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Earnings from investments:
Interest $ 13,585 $ 5,100
Dividends 196,812 8,725
Net appreciation
in fair value of
investments 2,152,233 208,681 $ 112,460 $ 12,822
Total investment
income 2,362,630 222,506 112,460 12,822
Contributions received
or receivable from:
Employer 10,726,735
Participants 696,336
Total contributions 10,726,735 696,336 - -
Total additions 13,089,365 918,842 112,460 12,822
DEDUCTIONS FROM PLAN ASSETS:
Payments to participants
or beneficiaries 184,085 10,137
Administrative expenses
Total expenses 184,085 10,137 - -
Net income (loss) 12,905,280 908,705 112,460 12,822
NET TRANSFERS BETWEEN FUNDS (5,906) 2,730,460
TRANSFER TO(FROM) THE PLAN (965,452) (98,510) 988,873 112,740
NET INCREASE (DECREASE) 11,933,922 3,540,655 1,101,333 125,562
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 4,332,431 - - -
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $ 16,266,353 $3,540,655 $1,101,333 $125,562
See notes to financial statements. </TABLE>
<PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
Non-Participant
Participant Directed Directed
Guaranteed Fixed Intermediate Rockwell
December 31, Return Income Diversified Term Bond Stock
1995 Fund Fund Fund Fund Loan Fund Fund A
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Earnings from investments:
Interest $ 14,005,091 $13,997,989 $ 113 $ 873 $ 6,116
Dividends 4,253 4,253
Net appreciation
(depreciation) in fair
value of investments 302,814 $ 15,426 (36,757) 53,524 270,621
Total investment
income (loss) 14,312,158 13,997,989 15,426 (36,644) 54,397 280,990
Contributions received
or receivable from:
Employer 9,065,723 5,011,844 4,053,879
Participants 21,899,553 20,127,393 66,958 1,546,874 158,328
Total contributions 30,965,276 25,139,237 66,958 1,546,874 158,328 4,053,879
Total additions 45,277,434 39,137,226 82,384 1,510,230 212,725 4,334,869
DEDUCTIONS FROM PLAN ASSETS:
Payments to participants
or beneficiaries 11,742,472 11,683,199 (6,213) 67,200 (4,152) 2,438
Net income 33,534,962 27,454,027 88,597 1,443,030 216,877 4,332,431
NET TRANSFERS BETWEEN FUNDS (47,953,589) 2,952,322 38,060,886 4,896,319 $2,044,062
TRANSFER FROM RELATED PLAN
NET INCREASE (DECREASE) 33,534,962 (20,499,562) 3,040,919 39,503,916 5,113,196 2,044,062 4,332,431
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 196,826,919 196,826,919
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431
See notes to financial statements. </TABLE>
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1. DESCRIPTION OF PLAN
The following brief description of the Allen-Bradley Savings and
Investment Plan for Salaried Employees (the "Plan") is provided for
general information purposes only. Prior to October 1, 1995, the Plan's
name was the Allen-Bradley Employee Savings Plan for Salaried Employees.
Participants should refer to the Plan document for more complete
information.
a. General - The Plan is a defined contribution savings plan established
by Allen-Bradley Company, Inc. (the "Company"). The Company is a
wholly-owned subsidiary of Rockwell International Corporation
("Rockwell"). The Savings Plan Benefit Committee and the Plan
Administrator control and manage the operation and administration of
the Plan. Effective October 1, 1995, Wells Fargo, N.A. (formerly
First Interstate Bank of California) became the trustee of the Plan
assets. Prior to that time an officer of the Company was trustee of
the Plan assets. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
The Plan is composed of nine funds: (i) the Fixed Income Fund, which
invests primarily in debt securities with maturities of three years or
less; (ii) the Diversified Fund, which invests primarily in stocks,
bonds and other corporate securities, except those issued by Rockwell;
(iii) the Guaranteed Return Fund, which invests in insurance company
contracts providing a guarantee of principal and stated rate of
interest for a specified period; (iv) the Intermediate Term Bond Fund,
which invests in U. S. Treasury and government agency bonds with
intermediate maturities averaging five years or less; (v) the Loan
Fund, representing outstanding participant loan balances; (vi) Stock
Funds A and B, which invest in or hold the common stock and the Class
A Common Stock of the Company and (vii) Stock Funds C and D which
invest in or hold the Common Stock of The Boeing Company ("Boeing").
See Footnote 6 for additional information regarding Boeing. Prior to
October 1, 1995, generally all contributions were invested in a pooled
guaranteed insurance contract fund. The operating results of such
fund prior to October 1, 1995 are included with the Guaranteed Return
Fund for 1995. The Rockwell Class A Common Stock was converted to
Common Stock effective February 23, 1997.
b. Participation - The Plan provides that eligible employees electing to
become participants may contribute up to a maximum of 14% of
compensation, as defined in the Plan. Participant contributions can
be made either before or after U.S. federal taxation of a
participant's compensation. However, a participant's contribution on
a before-tax basis is limited to 9% of the participant's base
compensation for non-highly compensated participants and to 8% for
<PAGE>
highly compensated participants. In addition, the Company contributes
out of its current or accumulated earnings and profits, but not
otherwise, an amount equal to 50% of the total amount of participant
contributions provided that such amount shall not exceed an amount
equal to 3% of compensation, less the amount of any forfeitures as
provided by the Plan. Effective October 1, 1995, the Plan was amended
to provide for a variable Company match ranging from 50% to 100% of a
participant's contributions, provided that such amount does not exceed
6% of a participant's base compensation. The percentage match is
determined based on consolidated net sales growth of Rockwell
Automation. Company contributions, effective October 1, 1995, are
made in the form of cash or common stock of Rockwell or any
combination thereof.
c. Investment Elections - Participants may elect to have their
participant contributions made to (i) the Fixed Income Fund; (ii) the
Diversified Fund; (iii) the Guaranteed Return Fund; (iv) the
Intermediate Bond Fund; (v) the Stock Fund B; or in 5% increments
among any or all of the above funds. Company contributions are made
entirely to the Rockwell Stock Fund A. Participants with units in the
Guaranteed Return Fund may elect to convert all or a part of their
percentage interest in an insurance contract into units in other funds
as the insurance contracts held within the Guaranteed Return Fund
expire.
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 the month, which is
generally the last stock-trading day of the month. However, voting
rights are extended to participants in proportion to their interest in
Rockwell Common Stock held in Stock Fund A and Stock Fund B, as
represented by common units. 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.
e. Vesting - Each participant is fully vested at all times in the portion
of a participant's account which relates to the participant's
contributions and earnings thereon. Upon termination of employment,
participants may receive their account balance, to the extent vested,
in the form of a lump sum payment, installment payments or an annuity
contract from a legal reserve life insurance company. Amounts
contributed after October 1, 1995 will no longer be distributed in the
form of an annuity contract from a legal reserve life insurance
policy. Vesting in the Company contribution portion of participant
accounts plus actual earnings thereon is based on years of credited
service. A participant is 100 percent vested after five years of
credited service. Partial vesting occurs at a rate of 20% per year of
credited service. Vesting prior to October 1, 1995 was based on
participation in the Plan. Participant before-tax contributions can
be withdrawn provided the participant has either attained the age of
59-1/2 or is able to demonstrate financial hardship. <PAGE>
f. Loans - A participant may 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 the 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 after a minimum of 12
months. Payments of principal and interest are credited to the
participant's account. Participants may have only one outstanding
loan at a time.
g. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of the participant's account represents a
forfeiture, as defined in the Plan. Forfeitures revert to the Company
and reduce the Company's contributions to the Plan. However, if the
participant is reemployed and fulfills certain requirements, as
defined in the Plan, the participant's account will be restored.
h. Benefit Claims Payable - Distributions and withdrawals from
participant's accounts may be made at any time effective October 1,
1995. Prior to that time, distributions and withdrawals were made
quarterly. As of December 31, 1996 and 1995, net assets available for
benefits included benefits of $1,203,020 and $440,515, respectively,
due to participants who have withdrawn from participation in the Plan
or who have requested partial distributions.
i. Priorities Upon Termination of the Plan - The Company has the
authority 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 employer contributions account will be fully vested.
Benefits under the Plan will be provided solely from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Pooled Insurance Contract Fund - At December 31, 1996 and
1995, the investment in the pooled insurance contract fund is valued
at fair value. 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 pooled
insurance 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 December 31, 1996
and 1995. The crediting interest rate at December 31, 1996 for the
contract was 6.27%.
<PAGE>
b. 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 Company and Rockwell defined contribution
plans participate. The Plan's interest in the funds is carried at
fair value based on quoted market prices.
c. Valuation of Money Market Fund - Investments in a money market fund
are stated at fair value, which is equivalent to cost.
d. Valuation of Rockwell Common Stock and Boeing Common Stock -
Investments in Rockwell and Boeing 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.
e. Expenses - The Plan's expenses are paid by the Plan or the Company, as
provided by the Plan document.
f. 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
contigent 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.
3. INVESTMENTS
The Plan's investments which exceeded 5% of the Plan's net assets as of
December 31, 1996 and 1995 are as follows:
1996 1995
Guaranteed Return Fund
(Pooled Insurance Contract Fund) $172,537,723 $170,372,360
Diversified Fund (Pooled Equity Fund) 70,519,498 38,778,101
Corporate Stock - Rockwell Common Stock 18,855,667
4. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1996 and 1995 are as follows:
Participants'
Equity Per
1996 Units Outstanding Unit
Guaranteed Return Fund 156,405,352 $1.092
Fixed Income Fund 3,578,602 1.073
Diversified Fund 58,284,436 1.227
Intermediate Term Bond Fund 5,787,393 1.056
Rockwell Stock Fund A 13,381,817 1.222
Rockwell Stock Fund B 3,578,925 1.067
Boeing Stock Fund C 987,457 1.114
Boeing Stock Fund D 238,553 1.114
<PAGE>
Participants'
Equity Per
1995 Units Outstanding Unit
Guaranteed Return Fund 173,363,008 $1.023
Fixed Income Fund 2,984,219 1.019
Diversified Fund 38,881,807 1.016
Intermediate Term Bond Fund 4,988,484 1.025
Rockwell Stock Fund A 4,018,853 1.078
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 was not timely amended to bring it into compliance with the
requirements of the Tax Reform Act of 1986 and the Technical and
Miscellaneous Revenue Act of 1988. The Company voluntarily requested to
correct the defect under the Closing Agreement Program of the Internal
Revenue Service. Under this program, the Company amended the Plan on
September 28, 1995, to bring the Plan into compliance. On June 11, 1996,
the Company and the Internal Revenue Service entered into a signed closing
agreement in which the Internal Revenue Service concluded that it will
treat the Plan as having been timely amended for purposes of the Tax
Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of 1988
with respect to plan years beginning after December 31, 1986. As part of
the agreement, the Company paid $67,500 in penalties.
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 is included
in the Plan's financial statements.
6. CHANGES IN THE PLAN
On December 6, 1996, the Company 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 made prior to December 6, 1996, respectively,
have been added to the Plan.
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
Column B Column C Column D Column E
Description of
Investment, Including
Identity of Issue, Collateral, Rate of
Borrower, Lessor or Interest, Maturity Date,
Similar Party Par or Maturity value Cost Current Value
Pooled Insurance Contract Fund:
Guaranteed Return Fund (1) Pooled insurance
contract fund
156,405,352 units $159,545,198 $172,537,723
Pooled Investment Funds:
Diversified Fund (1) Pooled equity fund;
58,284,436 units 61,080,404 70,519,498
Fixed Income Fund (1) Pooled income fund;
3,578,602 units 3,849,002 3,957,349
Intermediate Term Pooled bond fund;
Bond Fund (1) 5,787,393 units 5,809,355 6,018,019
Total Pooled Investment Funds 70,738,761 80,494,866
*Rockwell International
Corporation Common stock,
Common Stock 309,744 shares 16,351,186 18,855,667
The Boeing Company Common stock
Common Stock 11,520 shares 961,404 1,226,895
*Loans to Participants Notes, 9.75% due
12 to 60 months
from date of loan 4,459,443 4,459,443
Money Market Funds:
*Wells Fargo, N.A. Pacific American Fund
U.S. Treasury 523,381 523,381
TOTAL INVESTMENTS $252,579,373 $278,097,975
* Party-in-interest
(1) Pooled funds held by Wells Fargo, N.A. as trustee. <PAGE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
<S> <C> <C> <C> <C> <C> <C>
Current Value
of Asset on
Identity of Purchase Selling Cost of Transaction Gain or
Party Involved Description of Asset Price Price Asset Date (Loss)
SERIES TRANSACTIONS:
Wells Fargo, N.A. Pooled Insurance Contract Fund $ 8,964,527 $ 8,964,527 $ 8,964,527
Wells Fargo, N.A. Pooled Insurance Contract Fund $24,407,134 23,036,568 24,407,134 $1,370,566
Wells Fargo, N.A. Pooled Equity Fund 23,036,230 23,036,230 23,036,230
Wells Fargo, N.A. Pooled Equity Fund 1,535,626 1,417,972 1,535,626 117,654
Rockwell Int'l. Corp. Common Stock 12,462,853 12,462,853 12,462,853
Wells Fargo, N.A. Pacifica Treasury 13,658,131 13,658,131 13,658,131
Wells Fargo, N.A. Pacifica Treasury 15,730,293 15,730,293 15,730,293
Wells Fargo, N.A. Stage Coach Treasury 21,230,888 21,230,888 21,230,888
Wells Fargo, N.A. Stage Coach Treasury 20,782,438 20,782,438 20,782,438
</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.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By A. J. Spigarelli
A. J. Spigarelli
Plan Administrator
Date: June 30, 1997
S-1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-00705 of Rockwell International Corporation on Form S-8, and the
Prospectus dated February 5, 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 Allen-Bradley Savings and Investment Plan for Salaried
Employees for the year ended December 31, 1996.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 30, 1997
S-2
<PAGE>
