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, 1997
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
<PAGE>
ROCKWELL RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1997 AND 1996 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, FOR THE YEAR ENDED SEPTEMBER 30, 1997
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1996 3 - 4
NOTES TO FINANCIAL STATEMENTS 5 - 13
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1997 14
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1997 15 - 16
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Rockwell Retirement Savings Plan for Certain Employees
and to Participants therein:
We have audited, by fund (for September 30, 1996) and in total, the
accompanying statements of net assets available for benefits of the Rockwell
Retirement Savings Plan for Certain Employees as of September 30, 1997 and
1996, and the related statements of changes in net assets available for
benefits for the year ended September 30, 1997 and the nine months ended
September 30, 1996. 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 (for September 30, 1996) and in total, the net assets
available for benefits of the Plan as of September 30, 1997 and 1996, and the
changes in net assets available for benefits for the year ended September 30,
1997 and the nine months ended September 30, 1996 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, 1997,
and (2) reportable transactions for the year ended September 30, 1997 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.
March 20, 1998
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1997 AND 1996
<CAPTION>
1997 1996
ASSETS
<S> <C> <C>
Investments:
Master Defined Contribution Trust $5,082,149 $ -
Participant loans 23,523 -
Diversified fund - 1,179,957
Fixed income fund - 115,755
Guaranteed return fund - 147,904
Stock fund A - 300,959
Stock fund B - 276,207
Intermediate term bond fund - 70,600
Total investments 5,105,672 2,091,382
Receivables - Income 74 39
Total assets $5,105,746 $2,091,421
LIABILITY - Purchases
Pending settlement - 13
NET ASSETS AVAILABLE FOR BENEFITS $5,105,746 $2,091,408
See notes to financial statements.
2
</TABLE>
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1997 AND NINE MONTHS ENDED SEPTEMBER 30, 1996
<CAPTION>
1996
Fixed Guaranteed
1997 1996 Diversified Income Return
Total Total Fund Fund Fund
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $2,091,408 $ - $ - $ - $ -
INCOME:
Earnings from Investments:
Net earnings in Master
Defined Contribution Trust 741,501
Dividends 10,955 4,284
Interest 8,966 544 37 7
Net appreciation in fair
value of investments 34,545 67,507 60,723 2,331 941
Total earnings from
investments 795,967 72,335 60,760 2,338 941
Contributions:
Employer 383,317 299,773 341
Participants 2,067,566 1,198,416 730,697 88,991 38,984
Total contributions 2,450,883 1,498,189 730,697 89,332 38,984
Total income 3,246,850 1,570,524 791,457 91,670 39,925
EXPENSES:
Payments to participants
or beneficiaries 50,218 8,484 1,686 3,932
NET INCOME 3,196,632 1,562,040 789,771 87,738 39,925
Net transfers between the funds 300 (548)
Transfers (from) to the Plan (182,294) 529,368 389,886 28,565 107,979
Total transfers (182,294) 529,368 390,186 28,017 107,979
NET INCREASE 3,014,338 2,091,408 1,179,957 115,755 147,904
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $5,105,746 $2,091,408 $1,179,957 $115,755 $147,904
See notes to financial statements.
3
</TABLE>
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1997 AND NINE MONTHS ENDED SEPTEMBER 30, 1996 (CONT'D.)
1996
Stock Stock Intermediate
Fund Fund Term Bond
A B Fund
<S> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ - $ - $ -
INCOME:
Earnings from Investments:
Net earnings in Master Defined
Contribution Trust
Dividends 2,599 1,681 4
Interest 264 236
Net appreciation in fair
value of investments 73 2,225 1,214
Total earnings from
investments 2,936 4,142 1,218
Contributions:
Employer 299,432
Participants 272,535 67,209
Total contributions 299,432 272,535 67,209
Total income 302,368 276,677 68,427
EXPENSES:
Payments to participants
or beneficiaries 1,400 1,100 366
NET INCOME 300,968 275,577 68,061
Net transfers between the funds 647 (399)
Transfers to the Plan 2,938
Total transfers 647 2,539
NET INCREASE 300,968 276,224 70,600
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $300,968 $276,224 $70,600
See notes to financial statements.
4
</TABLE>
<PAGE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1997 AND
NINE MONTHS ENDED SEPTEMBER 30, 1996
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell Retirement Savings Plan for
Certain 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")
effective January 1, 1996. 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, N.A. serves as trustee for the Plan.
The assets of the Plan are managed by the trustee and other
investment managers. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
In 1997, the Plan's investments were transferred into the Rockwell
International Corporation Master Defined Contribution Trust. The
following are the descriptions of the seven funds of the Plan in
1996: the Diversified Fund, which invests primarily in equity
securities other than those issued by the Company; 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 and the
Intermediate Term Bond Fund which invests in U.S. Government
securities. On December 6, 1996 Stock Funds C and D, consisting
of the common stock of The Boeing Company ("Boeing"), were added
to the Plan. The Class A Common Stock was converted to Common
Stock effective February 23, 1997.
b. Participation - Participation in the Plan is extended to employees
of participating units within the Company's Collins Radio
Divisions (as of January 1, 1996), the Airport Modification
Division (as of January 1, 1996), the Rockwell Guidance Repair
Center (as of May 1, 1996) and employees located at the Bellevue,
Decorah and Manchester plants of the Company's Collins Air
Transport Division (as of June 1, 1996) 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 1% of their base compensation
(as defined in the Plan). Participants currently contributing 1%
are eligible to make a supplemental deduction or deferral
contribution of 1% to 9% of their base compensation. Collins Air
Transport participants may elect to make contributions of 1% to
14% of their base compensation. Guidance Repair Center
participants may elect to make contributions of 1% to 11% of their
base compensation.
5
<PAGE>
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 deferrals are excluded from the participants' taxable
income until such amounts are received by them as a distribution
from the Plan.
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 prior to
April 1 or October 1 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 to the Diversified Fund, the Fixed Income Fund,
Stock Fund B, the Guaranteed Return Fund or the Intermediate Term
Bond Fund in increments of 5%. 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.
6
<PAGE>
Participants' contributions to the Guaranteed Return Fund are
invested in a contract with John Hancock Mutual Life Insurance
Company with a guaranteed annual return to participants for the
contract period. The contract guarantees the following annual
return:
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
April 1, 1997 - March 31, 1999 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 contributes (for facilities to which
company contributions have been extended) to the Plan an amount
equal to 100% of the participants' base compensation up to a
maximum of $250 per year. 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 meet Company
7
<PAGE>
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, 1997 and 1996,
respectively, the amount of such benefit claims payable to retired
and terminated participants was approximately $8,000 and $4,000.
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.
8
<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, 1997
and 1996 the guaranteed annuity contracts with insurance companies
are 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 94-4"). 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
statement of net assets available for benefits at September 30,
1997 and 1996. The crediting interest rate at September 30, 1997
and 1996 for the contract was 5.49%.
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 expenses are paid either by the Company or the
Plan, as provided in the Plan document.
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.
9
<PAGE>
3. UNIT VALUES
Participation units outstanding at September 30, 1996 and participants'
equity per unit at the end of each quarter within the nine months then
ended are as follows:
Units Participants' Equity Per Unit
Outstanding, September June March
Nine Months 1996 September 30 30 30 31
Diversified Fund 1,044,335 $1.12 $1.09 $1.05
Fixed Income Fund 112,183 1.05 1.03 1.01
Guaranteed Return Fund:
5.49% Contract 144,633 1.02 1.01 -
Stock Fund A:
Common Stock 295,551 1.02 1.02 1.03
Stock Fund B:
Common Stock 271,907 1.02 1.02 1.02
Intermediate Term Bond
Fund 68,794 1.01 .99 .99
4. MASTER DEFINED CONTRIBUTION TRUST
At September 30, 1997, the majority of the Plan's investment assets are
held in a Master Defined Contribution Trust account at Wells Fargo, N.A.
Use of the Master Defined Contribution Trust permits the commingling of
the trust assets of a number of benefit plans of Rockwell and its
subsidiaries for investment and administrative purposes. Although
assets are commingled in the Master Defined Contribution Trust, Wells
Fargo, N.A. maintains supporting records for the purpose of allocating
the net gain of the investment accounts to the various participating
trusts.
The investment accounts of the Master Defined Contribution Trust are
valued at fair value at the end of each day. The net gain of the
accounts for each day is allocated by the trustee to each participating
trust based on the relationship of the interest of each trust to the
total of the interests of all participating trusts.
The Master Defined Contribution Trust investments are valued at fair
value. If available, quoted market prices are used to value
investments. In instances wherein quoted market prices are not
available, the fair value of investments is estimated primarily by
independent investment brokerage firms and insurance companies. The
funds held by the Master Defined Contribution Trust are the same as
those described in footnote 1.
10
<PAGE>
The net assets of the Master Defined Contribution Trust at September 30,
1997 are summarized as follows:
1997
Assets:
Cash and equivalents $ 148,232,864
U.S. Government securities 31,851,948
Corporate bonds and debentures 27,784,696
Corporate stocks 3,466,197,079
Guaranteed investment contracts 481,114,790
Accrued income 2,291,917
Total assets and net assets
available for benefits $4,157,473,294
The net investment gain of the Master Defined Contribution Trust for the
year ended September 30, 1997 is summarized as follows:
1997
Interest $ 32,806,392
Dividends 10,041,267
Net appreciation:
U.S. Government securities 355,501
Corporate bonds and debentures 361,370
Common and preferred stocks 237,067,777
Total investment return $ 280,632,307
The Plan's interest in the total Master Defined Contribution Trust as a
percentage of net assets of the Master Defined Contribution Trust was
less than 1% at September 30, 1997.
Prior to the transfer of assets to the Master Defined Contribution Trust
in 1997, income of $19,921, net appreciation of $34,545, contributions
of $810,559 and distributions of $18,083 occurred in the various equity
funds.
5. TAX STATUS
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, 1997 and 1996. Therefore, no provision for income taxes
is included in the Plan's financial statements.
6. PLAN AMENDMENT
Effective December 6, 1996, Stock Funds C and D were added to the Plan.
These stock funds consist of the common stock of Boeing received by the
Plan as a result of the divestiture by the Company of its former
Aerospace and Defense businesses (the "A & D Business") to Boeing on
December 6, 1996. As of the transaction date, Stock Funds C and D
received .042 shares of Boeing common stock for each share of Rockwell
stock held by Stock Funds A and B, respectively.
11
<PAGE>
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 by such former employees 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.
7. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of September 30, 1996 are as follows:
Description of Investment 1996
Diversified Fund
(Pooled Equity Fund) $1,179,957
Rockwell International
Corporation Common Stock 296,814
Rockwell International
Corporation Common Stock
Class A 265,639
Guaranteed Return Fund
(Group Annuity Contract) 147,904
Fixed Income Fund
(Pooled Equity Fund) 115,755
12
<PAGE>
<TABLE>
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF SEPTEMBER 30, 1996
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
Total per Diversified Income Return Fund Fund Term Bond
Form 5500 Fund Fund Fund A B Fund
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Money market funds $ 14,713 $ - $ - $ - $ 4,145 $ 10,568 $ -
Pooled investment funds 1,366,312 1,179,957 115,755 - - - $70,600
Corporate stock - common 562,453 - - - 296,814 265,639 -
Group annuity contracts 147,904 - - $147,904 - - -
Total investments $2,091,382 $1,179,957 $115,755 $147,904 $ 300,959 $276,207 $70,600
</TABLE>
13
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1997
<CAPTION>
Column A Column B Column C Column D Column E
Description of investment
Identity of issue, including collateral, rate
borrower, lessor of interest, maturity date, Current
or similar party par or maturity value Cost Value
<S> <C> <C> <C> <C>
* Wells Fargo, N.A. Master Defined Contribution
Trust $4,173,224 $5,082,149
* Wells Fargo, N.A. Participant Loans; 7% to 11.5%
due 12 to 120 months from
date of loan 23,523 23,523
Total Investments $4,196,747 $5,105,672
* Party-in-interest
</TABLE>
14
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1997
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5% OF BEGINNING NET ASSETS
<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)
<S> <C> <C> <C> <C> <C> <C>
*Wells Fargo Fixed Income Fund -
Pooled Investments $ 133,058 $ - $133,058 $133,058 $ -
*Wells Fargo Fixed Income Fund -
Pooled Investments - 30,165 29,410 29,410 755
*Wells Fargo Diversified Fund -
Pooled Investments 1,279,157 - 1,279,157 1,279,157 -
*Wells Fargo Diversified Fund -
Pooled Investments - 135,341 120,764 120,764 14,577
*Wells Fargo Short-Term Income Fund
Retirement Plan 101,764 - 101,764 101,764 -
*Wells Fargo Short-Term Income Fund -
Retirement Plan - 101,764 101,764 101,764 -
*Wells Fargo Rockwell International Corp.
Common Stock 666,802 - 666,802 666,802 -
*Wells Fargo Rockwell International Corp.
Common Stock 133,153 - 133,153 133,153
*Wells Fargo Government Bond Fund - 84,109 - 84,109 84,109 -
Pooled Investments
</TABLE>
15
<PAGE>
<TABLE>
ROCKWELL RETIREMENT SAVINGS PLAN FOR CERTAIN EMPLOYEES
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1997
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT IN EXCESS OF 5% OF BEGINNING NET ASSETS
<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)
<S> <C> <C> <C> <C> <C> <C>
*Wells Fargo Government Bond Fund - $ - $ 21,378 $ 20,689 $ - $ 689
Pooled Investments
*Wells Fargo Stagecoach Treasury -
Money Market 1,188,696 - 1,188,696 1,188,696 -
*Wells Fargo Stagecoach Treasury -
Money Market - 1,154,915 1,154,915 1,154,915 -
*Wells Fargo Diversified Fund - - 106,314 95,763 106,314 10,552
Pooled Investments
*Party-in-interest
</TABLE>
16
<PAGE>
INDEPENDENT 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 November 27, 1996 with respect to the Securities
covered thereby, of our report dated March 20, 1998, appearing in this
Annual Report on Form 11-K of the Rockwell Retirement Savings Plan for
Certain Employees for the year ended September 30, 1997.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 20, 1998
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 RETIREMENT SAVINGS PLAN
FOR CERTAIN EMPLOYEES
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 20, 1998
S-1
