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 INTERNATIONAL CORPORATION
SAVINGS PLAN
ROCKWELL INTERNATIONAL CORPORATION
600 Anton Boulevard, Suite 700
Costa Mesa, California 92626-7147
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
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 YEARS ENDED
SEPTEMBER 30, 1997 AND 1996 3 - 4
NOTES TO FINANCIAL STATEMENTS 5 - 13
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1997 14
SCHEDULE OF SINGLE AND SERIES 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 International Corporation Savings Plan
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
International Corporation Savings Plan as of September 30, 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 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 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
schedules of (1) assets held for investment purposes at 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 INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1997 AND 1996
($ IN THOUSANDS)
<CAPTION>
1997 1996
ASSETS
<S> <C> <C>
Investments:
Master Defined Contribution Trust $3,738,720 $ -
Diversified fund - 403,224
Fixed income fund - 163,061
Guaranteed return fund - 293,834
Stock fund A - 2,104,444
Stock fund B - 590,001
Intermediate term bond fund - 11,559
Loan fund 70,974 77,731
Total investments 3,809,694 3,643,854
Receivables - Income 120 70
Total assets $3,809,814 $3,643,924
LIABILITY - Purchases
Pending settlement - 9,825
NET ASSETS AVAILABLE FOR BENEFITS $3,809,814 $3,634,099
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
($ IN THOUSANDS) 1996
<CAPTION> 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 $3,634,099 $3,467,533 $356,292 $165,781 $319,560
INCOME:
Earnings from Investments:
Net earnings in Master
Defined Contribution Trust 181,072
Dividends 53,401 58,667
Interest 6,156 24,062 9 5 16,133
Net appreciation in fair
value of investments 528,500 558,488 50,631 8,781 1,867
Total earnings from
investments 769,129 641,217 50,640 8,786 18,000
Contributions:
Employer 39,268 74,457 1,155 267 17
Participants 63,798 104,552 39,391 11,216 21,576
Total contributions 103,066 179,009 40,546 11,483 21,593
Total income 872,195 820,226 91,186 20,269 39,593
EXPENSES:
Payments to participants
or beneficiaries 691,846 649,886 56,855 33,501 52,486
Administrative Expenses 4,794 4,245 1,614 297 234
Total expenses 696,640 654,131 58,469 33,798 52,720
NET INCOME (LOSS) 175,555 166,095 32,717 (13,529) (13,127)
Net transfers between the funds 13,973 958 (12,642)
Transfers to the Plan 160 471 242 49 44
Total transfers 160 471 14,215 1,007 (12,598)
NET INCREASE (DECREASE) 175,715 166,566 46,932 (12,522) (25,725)
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $3,809,814 $3,634,099 $403,224 $153,259 $293,835
</TABLE>
See notes to financial statements. 3
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996 (CONT'D.)
($ IN THOUSANDS)
<CAPTION>
1996
Stock Stock Intermediate
Fund Fund Term Bond Loan
A B Fund Fund
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $2,008,783 $541,561 $ 8,349 $67,207
INCOME:
Earnings from Investments:
Net earnings in Master Defined
Contribution Trust
Dividends 46,047 12,620
Interest 247 70 7,598
Net appreciation in fair
value of investments 391,811 104,965 433
Total earnings from
investments 438,105 117,655 433 7,598
Contributions:
Employer 72,470 535 13
Participants 31,166 1,203
Total contributions 72,470 31,701 1,216
Total income 510,575 149,356 1,649 7,598
EXPENSES:
Payments to participants
or beneficiaries 407,374 96,754 2,916
Administrative expenses 1,621 442 37
Total expenses 408,995 97,196 2,953
NET INCOME (LOSS) 101,580 52,160 (1,304) 7,598
Net transfers between the funds (5,850) (3,867) 4,502 2,926
Transfers to the Plan 124 12
Total transfers (5,850) (3,743) 4,514 2,926
NET INCREASE 95,730 48,417 3,210 10,524
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $2,104,513 $589,978 $11,559 $77,731
</TABLE>
See notes to financial statements. 4
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell International Corporation
Savings Plan (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").
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 several 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; 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;
the Loan Fund, representing outstanding participant loan balances
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 all
salaried employees of the Company after 30 days of employment
effective October 1, 1996. The Plan provides that eligible
employees electing to become participants can contribute to the
Plan, through either payroll deductions or deferrals at a
specified percentage (ranging from 1% to 8%) of their base
compensation (as defined in the Plan). Participants currently
contributing 8% are eligible to make a supplemental deduction or
deferral contribution of 1% to 3% of their base compensation, or
1% to 2% of their base compensation if such compensation exceeds a
specified amount.
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.
5
<PAGE>
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 in February or
August 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 entirely to the Diversified Fund, the Fixed
Income Fund, Stock Fund B, the Guaranteed Return Fund or the
Intermediate Term Bond Fund or in increments of 5% to any two or
more of such funds, with the total of the elected percentages
equaling 100%. 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,
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, or a Rockwell retiree of
any age, 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.
Participants' contributions to the Guaranteed Return Fund are
invested in contracts with Metropolitan Life Insurance Company,
New York Life Insurance Company and John Hancock with various
guaranteed annual returns to participants for the contract
periods. Such contracts guarantee the following annual returns:
6
<PAGE>
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
April 1, 1993 - March 31, 1994 5.25% March 31, 1996
April 1, 1994 - March 31, 1995 5.00% March 31, 1997
April 1, 1995 - March 31, 1996 8.00% March 31, 1998
April 1, 1996 - March 31, 1997 5.49% March 31, 1999
April 1, 1997 - March 31, 1998 6.70% March 31, 2000
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's contributions to the Plan equal 75%
of the participants' contributions subject to reductions as the
result of forfeitures. 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, the amounts of such benefit claims payable to retired
and terminated participants were approximately $36.5 and $22
million, respectively.
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 statements of net assets available for benefits at September
30, 1997 and 1996. The crediting interest rates at September 30,
1997 and 1996 for the contracts ranged from 5% to 8% and 5.25% to
8%, respectively.
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 fees and expenses, including fees and expenses
connected with the providing of administrative services by
external service providers, are paid from Plan assets.
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 fiscal year then
ended are as follows:
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal Year 1996 September 30 30 30 31 31
Diversified Fund 27,763,480 $14.40 $14.03 $13.47 $12.86
Fixed Income Fund 22,107,464 6.84 6.75 6.66 6.57
Guaranteed Return Fund:
5.00% Contract 116,887,655 1.13 1.12 1.10 1.09
5.25% Contract - - - 1.17 1.15
8.00% Contract 77,216,868 1.12 1.10 1.08 1.06
5.49% Contract 70,863,845 1.03 1.01 - -
Stock Fund A:
Common Stock 111,441,097 14.90 15.08 15.41 13.81
Class A Common Stock 29,490,582 14.46 14.72 15.11 13.62
Stock Fund B:
Common Stock 189,951,295 2.59 2.62 2.68 2.40
Class A Common Stock 35,863,762 2.55 2.59 2.66 2.40
Intermediate Term Bond
Fund 10,465,450 1.08 1.06 1.06 1.07
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 discussed 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
90% at September 30, 1997.
Prior to the transfer of assets to the Master Defined Contribution Trust
in 1997, income of $53.5 million, net appreciation of $528 million,
contributions of $56.4 million and distributions of $547.4 million
occurred in the various equity funds. In addition, income of $6
million, net appreciation of $.5 million and distributions of $12.7
million occurred in the various insurance contracts prior to the
transfer of such assets.
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 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 September 30, 1997. Therefore, no provision for income taxes is
included in the Plan's financial statements.
6. PLAN AMENDMENT
Effective September 1, 1996, the Plan was amended to allow an eligible
employee's entire account balance from a previous employer's qualified
plan to be transferred into the Plan.
11
<PAGE>
Effective October 1, 1996, the Plan was amended to allow eligible
employees to participate in and contribute to the Plan on an unmatched
basis following one month of employment. Company contributions will
begin to be made to participant's accounts following completion of 52
weeks of employment.
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. 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 (dollars in thousands):
Description of Investment 1996
Rockwell International
Corporation Common Stock $2,102,220
Rockwell International
Corporation Common Stock
Class A 586,409
Diversified Fund
(Pooled Equity Fund) 403,224
12
<PAGE>
<TABLE>
8. RECONCILIATION OF STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS TO FORM 5500 AS OF SEPTEMBER 30, 1996
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
Total per Diversified Income Return Fund Fund Term Bond Loan
Form 5500 Fund Fund Fund A B Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Money market funds $ 5,940 $ - $ - $ 56 $ 2,224 $ 3,592 $ - $ 68
Pooled investment funds 651,348 403,224 163,061 73,504 - - 11,559 -
Corporate stock - common 2,688,629 - - - 2,102,220 586,409 - -
Group annuity contracts 220,274 - - 220,274 - - - -
Loans to participants 77,663 - - - - - - 77,663
Total investments $ 3,643,854 $403,224 $163,061 $293,834 $2,104,444 $590,001 $11,559 $77,731
</TABLE>
13
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1997
($ IN THOUSANDS)
<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 $1,754,574 $3,738,720
* Wells Fargo, N.A., Participant Loans; 7% to 11.5%
due 12 to 120 months from
date of loan 70,903 70,903
* Wells Fargo, N.A. Short-term Income Fund
Retirement Plan 71 71
Total Investments - Loan Fund 70,974 70,974
Total Investments $1,825,548 $3,809,694
*Party-in-interest
</TABLE>
14
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF SINGLE REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED
SEPTEMBER 30, 1997
($ IN THOUSANDS)
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
<C> <C> <C> <C> <C> <C> <C>
Identify of Purchase Selling Cost Current Value Net Gain
Party Involved Description of Asset Price Price of Asset of Asset or (Loss)
* Wells Fargo John Hancock GAC 8830 -
6.7% 3/31/00 $113,456 $ - $113,456 $113,456 $ -
* Party-in-interest
</TABLE>
15
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF SERIES REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED
SEPTEMBER 30, 1997
($ IN THOUSANDS)
<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)
<C> <C> <C> <C> <C> <C> <C>
* Wells Fargo John Hancock GAC 8830 -
6.7% 3/31/00 $ - $8,291 $ 8,291 $ 8,291 $ -
* Wells Fargo John Hancock GAC 8830 -
6.7% 3/31/00 120,402 - 120,402 120,402 -
* Party-in-interest
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 International Corporation Savings Plan 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 INTERNATIONAL CORPORATION
SAVINGS PLAN
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 20, 1998
S-1
</TABLE>
