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, 1997
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
<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, 1997 AND 1996 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 12
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1997 13
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED DECEMBER 31, 1997 14 - 15
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 financial statements
of the Reliance Electric Company Savings and Investment Plan as of
December 31, 1997 and 1996 listed in the accompanying 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 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, 1997 and 1996, 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, 1997 and (2) schedule
of reportable transactions for the year ended December 31, 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. 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 1997 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
Deloitte & Touche, LLP
Pittsburgh, Pennsylvania
June 19, 1998
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS)
<CAPTION>
Master Defined
Interest Contribution Growth & Equity Basic Exxon U.S. Loan
ASSETS: Total Accumulation Trust (1) Income Index Value Stock Gov't Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Master Defined
Contribution Trust $ 39,005 $39,005
Aetna Growth & Income
Equity Account 46,372 $46,372
Equity Index Fund 48,084 $48,084
Merrill Lynch Basic Value Fund 67,414 $67,414
Exxon Corporation Common Stock 81,616 $81,616
Bankers Trust Pyramid
Government Fund 2,020 $2,020
Guaranteed Investment
Contracts 103,441 $103,441
Merrill Lynch Retirement
Preservation Trust 47,349 47,349
Loans to Participants 7,941 $7,941
Short-Term Investments 4,155 1,682 218 7 438 1,733 77
Total Investments 447,397 152,472 39,005 46,590 48,091 67,852 83,349 2,020 8,018
RECEIVABLES:
Contributions Receivable 2,056 500 836 223 222 261 14
Interest and Dividends
Receivable 262 240 1 2 8 11
Total Receivables 2,318 740 836 224 222 263 8 25 -
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $449,715 $153,212 $39,841 $46,814 $48,313 $68,115 $83,357 $2,045 $8,018
See notes to financial statements.
(1) See Note 6 for additional information regarding the Master Defined Contribution Trust.
</TABLE>
2
<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 Corporation 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>
3
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS)
<CAPTION>
Master Defined
Interest Contribution Growth & Equity Basic Exxon U.S. Loan
INCOME: Total Accumulation Trust (1) Income Index Value Stock Gov't Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 9,002 $ 9,002
Participants 18,077 $ 7,181 1,959 $ 2,691 $ 2,620 $ 3,429 $ 197
Total contributions 27,079 7,181 10,961 2,691 2,620 3,429 197
Earnings from Investments:
Net (loss)from Master
Defined Contribution Trust (685) (685)
Interest 7,159 6,965 9 5 15 $ 9 150 $ 6
Dividends 3,057 1,326 1,731
Net appreciation
(depreciation) in fair
value of investments 56,620 3,973 9,756 10,920 13,778 18,193
Total earnings (loss)
From investments 66,151 10,938 (685) 9,765 10,925 15,119 19,933 150 6
Total income 93,230 18,119 10,276 12,456 13,545 18,548 19,933 347 6
EXPENSES:
Distributions for withdrawals
and terminations 42,607 19,325 1,822 3,576 2,225 6,584 8,647 428 -
Administrative Expenses 93 51 36 6 -
Total expenses 42,700 19,376 1,822 3,576 2,261 6,584 8,647 434 -
NET INCOME (LOSS) 50,530 (1,257) 8,454 8,880 11,284 11,964 11,286 (87) 6
TRANSFERS:
Loans to participants - (3,307) (69) (420) (94) (389) (195) (21) 4,495
Loan repayments - 1,825 192 403 340 609 - 29 (3,398)
Interfund transfers - (16,937) 3,538 6,659 5,845 2,870 (1,591) (250) (134)
Total transfers - (18,419) 3,661 6,642 6,091 3,090 (1,786) (242) 963
NET INCREASE (DECREASE) 50,530 (19,676) 12,115 15,522 17,375 15,054 9,500 (329) 969
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 399,185 172,888 27,726 31,292 30,938 53,061 73,857 2,374 7,049
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $449,715 $153,212 $39,841 $46,814 $48,313 $68,115 $83,357 $2,045 $ 8,018
See notes to financial statements.
(1) See Note 6 for additional information regarding the Master Defined Contribution Trust.
</TABLE>
4
<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)
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>
Contributions:
Employer $ 7,931 $ 7,931
Participants 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
Earnings from Investments:
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 participants - (2,124) (8) (244) (31) (219) (172) (28) 2,826
Loan repayments - 1,660 205 263 208 457 34 (2,827)
Interfund transfers - (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>
5
<PAGE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
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.
a. The Plan is a defined contribution plan administered by Reliance
Electric Company (the "Company"). The Company is a wholly-owned
subsidiary of Allen-Bradley, Inc., which is a wholly-owned
subsidiary of Rockwell International Corporation ("Rockwell").
During May 1996, the Plan changed its trustee to Wells Fargo, N.A.
Prior to that date, the assets of the Plan were maintained by
Society Bank. In 1997, the following investments of the plan
(described below) were transferred into the Rockwell International
Corporation Master Defined Contribution Trust: Rockwell Stock
Funds A and B and Boeing Stock Funds C and D.
b. 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.
c. 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. During 1997 employer matching
contributions were reduced by approximately $95,000 from forfeited
non-vested accounts.
d. 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 in 1997 and 1996.
Participants who have completed one year of service are eligible
to receive matching company contributions. The Company matching
contribution ranges from 50% to 100% of participant contributions,
provided that such amounts shall not exceed an amount equal to 6%
of a participant's compensation, based on a formula measuring the
growth of Rockwell Automation sales. The Company matching contribution
is in the form of Rockwell International Corporation ("Rockwell")
Common Stock. Plan participants can elect to have their contributions
invested in 5% increments in the different investment funds available.
e. Investments - Excluding the Exxon, Meritor and Boeing stock funds
(which are closed to new contributions), a participant may direct
contributions to any of the following investment options:
-6-
<PAGE>
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) 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.
iv) 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").
v) 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.
vi) 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 since
1986. Quarterly dividends paid by Exxon are reinvested in
additional shares of Exxon stock by the Plan Trustee.
vii) U.S. Government Fund - This fund consists of securities
backed by the United States Government and its agencies.
viii) 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.
ix) Meritor Stock Funds E and F - These funds consist
exclusively of shares of common stock of Meritor Automotive,
Inc. See Note 7 for additional information.
f. Short-term Investments - The Trustee makes short-term investments
of available cash until amounts are invested or disbursed in
accordance with Plan participant elections.
g. 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.
7
<PAGE>
h. 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 both December 31, 1997 and 1996
amounted to $4.0 million.
i. 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.
j. Participant 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 56
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.
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"), "Reporting of Investment Contracts Held by Health
and Welfare Benefit Plans and Defined Contribution Plans", 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, 1997 and 1996
is approximately $103.4 and $91.6 million, respectively. The
crediting interest rates for the contracts ranged from 5.71% to
6.33% at December 31, 1997 and 5.71% to 7.75% at
December 31, 1996. 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.
c. 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.
8
<PAGE>
d. 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.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 1997 and 1996 are as follows (dollars in
thousands):
Description of Investment 1997 1996
Guaranteed Investment Contracts:
John Hancock (#9659) $24,572
Metropolitan Life Insurance Company (#14038) - $27,483
Bankers Trust Pyramid Guaranteed Investment
Fund 45,851 52,302
Merrill Lynch Retirement Preservation Trust 47,349 53,637
Exxon Common Stock 81,616 73,601
Bankers Trust Equity Index Fund 48,084 30,659
Aetna Growth & Income Equity Account 46,372 31,037
Merrill Lynch Basic Value Fund 67,414 52,447
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
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, 1997. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
9
<PAGE>
5. UNITS OF PARTICIPATION
December 31 December 31
1997 1996
Number Unit Number Unit
Investment Program of Units Value of Units Value
Interest Accumulation
Fund 14,936,131 $10.22 146,928,000 $ 1.00
Exxon Stock Fund 8,279,064 10.07 751,032 98.00
Rockwell Stock Fund (1) 412,515 60.88
Boeing Stock Fund (1) 34,500 53.25
Meritor Stock Fund (1) - -
(1) These funds are now included within the Master Defined Contribution
Trust.
6. MASTER DEFINED CONTRIBUTION TRUST
At December 31, 1997, some of the Plan's investment assets are held in a
Master Defined Contribution Trust, (Master Trust) account at Wells
Fargo, N.A. Use of the Master 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 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 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 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 Trust for
the Plan include the Rockwell, Meritor and Boeing stock funds. For
purposes of presentation in the Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 1997, the Master
Trust column includes at the beginning balance,the aggregate balances of
the Rockwell and Boeing stock funds as of December 31, 1996. The
Rockwell, Boeing and Meritor Stock Funds were transferred to the Master
Trust during September 1997.
10
<PAGE>
The net assets of the Master Trust at December 31, 1997 are summarized
as follows:
1997
Assets:
Cash and equivalents $ 151,789,487
U.S. Government securities 52,855,764
Corporate bonds and debentures 16,296,122
Corporate stocks 3,225,666,216
Guaranteed investment contracts 446,246,073
Accrued income 2,117,905
Total assets and net assets
Available for benefits $3,894,971,567
The net investment gain of the Master Defined Contribution Trust for the
year ended December 31, 1997 is summarized as follows:
1997
Interest $ 36,452,298
Dividends 22,897,520
Net appreciation (depreciation):
U.S. Government securities (412,594)
Corporate bonds and debentures 301,248
Common and preferred stocks (54,950,172)
Total investment gain $ 4,288,300
The Plan's interest in the total Master Defined Contribution Trust as a
percentage of net assets of the Master Defined Contribution Trust was 1%
at December 31, 1997.
The amounts appearing in the Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 1997, for the
Master Defined Contribution Trust include the following activity that
occurred prior to the transfer of the funds to the trust:
Rockwell Rockwell Boeing Boeing
Stock A Stock B Stock C Stock D
Interest and
Dividends $ 266,121 $ 172,367 $ 8,282 $ 5,758
Net Appreciation
(Depreciation) in
fair value of
investments 90,911 60,327 (724,606) (502,549)
Contributions 5,905,625 1,229,480 - -
Distributions 708,709 564,301 26,444 15,225
11
<PAGE>
7. 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 Common Stock for each share of Rockwell Common Stock
which they held as of the transaction date. Also effective December 6,
1996, Boeing Stock Funds C and D representing Company matching and
participant contribution accounts, respectively, were added to the Plan
to hold shares of Boeing Common Stock.
On September 30, 1997, Rockwell spun-off its Automotive business into an
independent, separately traded, publicly held company, Meritor
Automotive, Inc. (Meritor) and distributed all of the outstanding shares
of common stock of Meritor to holders of Rockwell Common Stock. As a
result of this transaction, participants of the Plan received one share
of Meritor Common Stock for every three shares of Rockwell Common Stock
which they held as of the transaction date. Also effective September
30, 1997, Meritor Stock Funds E and F, consisting of Meritor Common
Stock, have been added to the Plan and are included as part of the
Master Defined Contribution Trust.
12
<PAGE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997 (IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<S> <C> <C> <C>
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
* Wells Fargo, N.A. Master Defined Contribution Trust $ 35,744 $ 39,005
John Hancock GA #9659 24,572 24,572
* Wells Fargo, N.A. Prudential Insurance Company GA 7973-212 11,736 11,736
Metropolitan Life Insurance Company GAC #24725 21,282 21,282
Total Investment Contracts $ 57,590 $ 57,590
* Wells Fargo, N.A. Bankers Trust Pyramid Guaranteed Investment Fund $ 45,851 $ 45,851
Merrill Lynch Retirement Preservation Trust 47,349 47,349
Bankers Trust Pyramid Government Fund 2,020 2,020
Total Investments in Fixed Income Trusts $ 95,220 $ 95,220
* Wells Fargo, N.A. Exxon, 1,333,860 shares $ 24,226 $ 81,616
Total Common Stocks $ 24,226 $ 81,616
* Wells Fargo, N.A. Bankers Trust Equity Index Fund $ 26,053 $ 48,084
Aetna Growth & Income Equity Account 32,656 46,372
Merrill Lynch Basic Value Fund 45,779 67,414
Total Mutual/Equity Funds $104,488 $161,870
* Wells Fargo, N.A. Short-Term Income Fund $ 4,155 $ 4,155
* Participants *Loans to participants 7% - 12%, maturities
ranging from 12 to 120 months $ 7,941 $ 7,941
Total Investments - All Funds $329,364 $447,397
* Party-in-interest
</TABLE>
13
<PAGE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997 (IN THOUSANDS)
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 REPRESENT SINGLE TRANSACTIONS WHICH EXCEED 5% OF ASSETS
AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
<CAPTION>
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>
Wells Fargo, N.A.
Stagecoach Treasury Money Market
Money Market Fund Fund #249 $ - $22,819 $22,819 $22,819 $ -
Metropolitan Life
Insurance GAC 24725 22,819 - 22,819 22,819 -
14
<PAGE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
<TABLE)
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1997 (IN THOUSANDS)
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 REPRESENT SERIES OF TRANSACTIONS INVOLVING ONE SERIES
WHICH EXCEEDS 5% OF ASSETS AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
<CAPTION>
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>
Metropolitan Life
Insurance GAC 24725 $28,323 $ 28,323 $ 28,323 $ -
Wells Fargo, N.A. Short-Term
Short-Term Income Fund Investments 39,517 39,517 39,517 -
Wells Fargo, N.A.
Stagecoach Treasury Short-Term
Money Market Investments $254,366 254,366 254,366
</TABLE>
15
<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 25, 1998
S-1
<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 June 19, 1998, appearing in this Annual Report on
Form 11-K of the Reliance Electric Company Savings and Investment Plan for the
year ended December 31, 1997.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 25, 1998
S-2
