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, 1997
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR
HOURLY EMPLOYEES
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1997 AND 1996 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996 3 - 4
NOTES TO FINANCIAL STATEMENTS 5 - 13
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1997 14
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
<PAGE>
To the Allen-Bradley Savings and Investment Plan for Hourly Employees
and to Plan Participants:
We have audited, by fund (for December 31, 1996) and in total, the
accompanying statements of net assets available for benefits of the Allen-
Bradley Savings and Investment Plan for Hourly Employees as of December 31,
1997 and 1996, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, by fund (for December 31, 1996) and in total, the net assets
available for benefits of the Plan 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedule of assets held for investment purposes at December 31, 1997 is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements, but is 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. This supplemental
schedule is the responsibility of the Plan's management. Such supplemental
schedule has been subjected to the auditing procedures applied in our audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial
statements taken as a whole.
Deloitte & Touche, LLP
Pittsburgh, Pennsylvania
June 19, 1998
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Investments:
Master Defined Contribution Trust $ 17,179,311 $ -
Diversified fund - 2,441,285
Fixed income fund - 130,330
Guaranteed return fund - 15,778,600
Stock Fund A - 1,685,373
Stock Fund B - 227,978
Stock Fund C - 116,736
Stock Fund D - 6,441
Intermediate term bond fund - 120,904
Loan fund 439,455 493,124
Total investments 17,618,766 21,000,771
Receivables
Income 50 626
Employee Contributions 35,371 41,973
Employer Contributions 17,451 21,340
Total Receivables 52,872 63,939
Total assets 17,671,638 21,064,710
LIABILITY - Purchases
Settlement pending - 132
NET ASSETS AVAILABLE FOR BENEFITS $ 17,671,638 $ 21,064,578
</TABLE>
See notes to financial statements.
- -2-
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
<CAPTION> 1996
<S> <C> <C> <C> <C> <C>
Fixed Guaranteed
1997 1996 Diversified Income Return
Total Total Fund Fund Fund
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 21,064,578 $ 17,091,833 $ 1,290,955 $ 20,305 $ 15,066,114
INCOME:
Earnings from Investments:
Net earnings in Master
Defined Contribution Trust 1,498,549 - - - -
Dividends 33,016 21,641 - - -
Interest 11,640 2,485 202 49 449
Net appreciation in fair
value of investments 2,184 1,603,517 327,244 3,594 1,012,220
Total earnings from
investments 1,545,389 1,627,643 327,446 3,643 1,012,669
Contributions:
Employer 1,030,048 1,133,614 - - -
Participants 2,214,731 2,513,338 594,452 100,648 1,713,376
Total contributions 3,244,779 3,646,952 594,452 100,648 1,713,376
Total income 4,790,168 5,274,595 921,898 104,291 2,726,045
EXPENSES -
Payments to participants
or beneficiaries 1,322,012 1,337,480 22,673 (1,257) 1,173,636
Total expenses 1,322,012 1,337,480 22,673 (1,257) 1,173,636
NET INCOME 3,468,156 3,937,115 899,225 105,548 1,552,409
Net transfers between the funds - 238,581 2,647 (816,653)
Transfers to (from) the Plan (6,861,096) 35,630 25,766 1,841 3,605
Total transfers (6,861,096) 35,630 264,347 4,488 (813,048)
NET INCREASE (DECREASE) (3,392,940) 3,972,745 1,163,572 110,036 739,361
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 17,671,638 $ 21,064,578 $ 2,454,527 $ 130,341 $ 15,805,475
</TABLE>
See notes to financial statements. -3-
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996 (CONT'D.)
<CAPTION>
1996
Stock Stock Boeing Boeing Intermediate
Fund Fund Stock Stock Term Bond Loan
A B Fund C Fund D Fund Fund
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $ 458,338 $ - $ - $ - $ 94,576 $161,545
INCOME:
Earnings from Investments:
Net earnings in Master Defined
Contribution Trust - - - - - -
Dividends 21,077 564 - - - -
Interest 1,301 469 - - 15 -
Net appreciation in fair
value of investments 234,183 11,088 11,920 658 2,610 -
Total earnings from
investments 256,561 12,121 11,920 658 2,625 -
Contributions:
Employer 1,133,614 - - - - -
Participants - 58,571 - - 46,291 -
Total contributions 1,133,614 58,571 46,291 -
Total income 1,390,175 70,692 11,920 658 48,916 -
EXPENSES:
Payments to participants
or beneficiaries 39,347 (398) - - 144 103,335
Total expenses 39,347 (398) - - 144 103,335
NET INCOME 1,350,828 71,090 11,920 658 48,772 (103,335)
Net transfers between the funds - 162,943 - - (22,432) 434,914
Transfers to (from) the Plan (102,334) (3,847) 104,816 5,783 - -
Total transfers (102,334) 159,096 104,816 5,783 (22,432) 434,914
NET INCREASE 1,248,494 230,186 116,736 6,441 26,340 331,579
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 1,706,832 $230,186 $ 116,736 $ 6,441 $120,916 $493,124
</TABLE>
See notes to financial statements. -4-
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF PLAN
The following brief description of the Allen-Bradley Savings and
Investment Plan for Hourly Employees (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
a. General - The Plan is a defined contribution savings plan established
by 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. Wells Fargo, N.A. is the trustee of the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security
Act of 1974.
The Plan's investments have been transferred into a Master Defined
Contribution Trust ("Master Trust"). With the exception of the
participant loan fund, which was held outside the Master Trust at
December 31, 1997, and the Rockwell and Boeing stock funds which were
transferred into the Master Trust in September 1997 and the Meritor
stock funds which were received in the Master Trust in October 1997, all
other funds in the Plan were included in the Master Trust on January
1, 1997. See footnote 4 for additional information. The Master Trust
consists of ten 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) Stock Funds
A and B, which invest in or hold the common stock and the Class A
Common Stock of the Company; (vi) Stock Funds C and D which invest in
or hold the Common Stock of The Boeing Company ("Boeing"); and (vii)
Stock Funds E and F which invest in or hold Common Stock of Meritor
Automotive, Inc. ("Meritor"). See Footnote 5 for additional
information regarding Boeing and Meritor. The Rockwell Class A Common
Stock was converted to Common Stock effective February 23, 1997.
- -5-
<PAGE>
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
highly compensated participants. In addition, the Company contributes
out of its current or accumulated earnings and profits, but not
otherwise, a variable amount equal to 50% to 100% of the total amount
of participant contributions provided that such amount shall not
exceed an amount equal to 6% of compensation, less the amount of any
forfeitures as provided by the Plan. 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. Effective January 1, 1998, the Company matching
contribution to the Plan will no longer be variable based on growth in
sales. Rockwell will contribute an amount equal to 50% of the first
6% of eligible compensation contributed by participants.
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 Term Bond Fund; (v) 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 annually elect to convert all or a part of
their percentage interest in a guaranteed investment 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 each business day. 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. 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. 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
- -6-
<PAGE>
vesting occurs at a rate of 20% per year of credited service.
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.
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 remain in the Plan
and subsequently are used to 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
participants' accounts may be made at any time. Effective October 1,
1997, the Plan changed to daily processing of all transactions. As a
result, at December 31, 1997, there were no amounts due to
participants who had withdrawn from the Plan. As December 31, 1996, net
assets available for benefits included benefits of $47,353 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 Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The investments held in the Master Trust during 1997 and the investments
held individually by the Plan in 1996 were valued as follows:
a. Valuation of Guaranteed Return Fund (formerly "Pooled Insurance
Contract Fund") At December 31, 1997 and 1996, the investment in the
Guaranteed Return 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
- -7-
<PAGE>
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 in the
statements of net assets available for benefits at December 31, 1997
and 1996. The crediting interest rates at December 31, 1997 for the
contracts ranged from 5.84% to 6.84% and the crediting interest rate
at December 31, 1996 was 6.27%.
b. Valuation of Fixed Income Fund, the Intermediate Term Bond Fund and
the Diversified Fund (Pooled Investment Funds) - Investments in the Fixed
Income Fund, the Intermediate Term Bond and the Diversified Fund are stated
at fair value based on quoted market prices reported on the last business day
of the Plan's year.
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, Boeing Common Stock and Meritor
Common Stock - Investments in Rockwell, Meritor 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
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. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1996 are as follows:
Participants'
Equity Per
1996 Units Outstanding Unit
Guaranteed Return Fund 14,244,343 $1.093
Fixed Income Fund 86,785 1.262
Diversified Fund 2,003,160 1.242
Intermediate Term Bond Fund 117,384 1.058
Rockwell Stock Fund A 1,370,986 1.247
Rockwell Stock Fund B 216,748 1.099
Boeing Stock Fund C 104,277 1.114
Boeing Stock Fund D 14,651 1.114
- -8-
<PAGE>
4. MASTER DEFINED CONTRIBUTION TRUST
At December 31, 1997, the majority of the Plan's investment assets are
held in a Master Defined Contribution Trust account, (Master Trust) 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 earnings 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 or loss 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. 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 discussed in footnote 1.
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 stocks (54,950,172)
Total investment gain $ 4,288,300
- -9-
<PAGE>
The Plan's interest in the total Master Trust as a percentage of net
assets of the Master Trust was .44% at December 31, 1997.
Prior to the transfer of assets to the Master Defined Contribution Trust
in 1997, income of $44,656 and net depreciation of $2,184 occurred in the
various equity funds.
5. CHANGES IN THE PLAN
On December 6, 1996, the Rockwell divested its former Aerospace and
Defense businesses to Boeing by means of a merger in which the 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, Boeing Stock Funds C
and D, representing Company matching and participant contribution
accounts, respectively, were added to the Plan to hold the shares of
Boeing Common Stock.
Effective October 1, 1997 the Plan moved from monthly valuations to daily
valuations. Most transactions are processed on the date received,
provided they are received prior to the close of the New York Stock
Exchange.
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. Effective October 1, 1997, participants may elect to transfer all
or a portion of their account balances in Meritor Stock Fund E and Stock
Fund F to other investment funds within this Plan. Special rules apply on
which funds are available for transfer.
Effective January 1, 1998 participants may elect to transfer all or a
portion of their account balances in Boeing Stock Fund C and Stock Fund D
to other investment funds within this Plan. Special rules apply on which
funds are available for transfer.
Participants should refer to the Plan document for more complete
information regarding changes in the Plan.
6. 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.
- -10-
<PAGE>
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 $27,500 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, 1997. Therefore, no provision for income taxes is included
in the Plan's financial statements.
- -11-
<PAGE>
<TABLE>
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF DECEMBER 31, 1996
<CAPTION>
Fixed Guaranteed Stock Stock
Total per Diversified Income Return Fund Fund
Form 5500 Fund Fund Fund A B
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Money market funds $ 67,164 $ 5 $ 5 $ 81 $ 28,538 $ 38,535
Pooled investment funds 2,692,509 2,441,280 130,325 - -
Corporate stock - common 1,969,455 - - - 1,656,835 189,443
Group annuity contracts 15,778,519 - - 15,778,519 - -
Loans to participants 493,124 - - - - -
Total investments $21,000,771 $2,441,285 $ 130,330 $15,778,600 $ 1,685,373 $ 227,978
</TABLE>
- -12-
<PAGE>
<TABLE>
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF DECEMBER 31, 1996
<CAPTION>
Stock Stock Intermediate
Fund Fund Term Bond Loan
_ C D Fund Fund
<S> <C> <C> <C> <C>
INVESTMENTS:
Money market funds $ - $ - $ - $ -
Pooled investment funds - - 120,904 -
Corporate stock - common 116,736 6,441 - -
Group annuity contracts - - - -
Loans to participants - - - 493,124
Total investments $116,736 $6,441 $120,904 $493,124
</TABLE>
- -13-
<PAGE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
<TABLE>
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
Column A Column B Column C Column D Column E
<C> <C> <C> <C> <C>
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
* Wells Fargo, N.A. Master Defined Contribution
Trust $ 14,943,381 $ 17,179,311
* Participant Loans Participant Loans; Prime rate
plus 1% due 12 to 60 months
from date of loan 439,455 439,455
Total Investments $ 15,382,836 $ 17,618,766
</TABLE>
*Party-in-interest
- -14-
<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 Allen-Bradley Savings and Investment Plan for Hourly
Employees for the year ended December 31, 1997.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 25, 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.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date:June 25, 1998
S-1
