SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------------------------
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
777 East Wisconsin Avenue, Suite 1400
Milwaukee, Wisconsin 53202
<PAGE>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
------
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1996:
Item 27a - Schedule of Assets Held for Investment Purposes 7
Item 27d - Schedule of Reportable Transactions 8
SIGNATURE S-1
EXHIBIT:
Independent Auditors' Consent S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Allen-Bradley Savings and Investment Plan for
Represented Hourly Employees and Participants therein:
We have audited the accompanying financial statements of the Allen-Bradley
Savings and Investment Plan for Represented Hourly Employees as of December 31,
1996 and 1995 and for the years then ended, listed in the Table of Contents.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. These
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1996 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.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
July 14, 1997
<PAGE>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- -------------------------------------------------------------------------------
1996 1995
----------- ------------
INVESTMENTS:
Pooled insurance contract fund $ 21,801,430 $ 17,160,428
Money market funds 194 -
---------- ----------
Total investments 21,801,624 17,160,428
---------- ----------
RECEIVABLES:
Contributions receivable - employer 23,886 -
Contributions receivable - employee 74,295 100,674
Income receivable 55 -
---------- ----------
Total receivables 98,236 100,674
---------- ----------
TOTAL ASSETS AND NET ASSETS AVAILABLE
FOR BENEFITS $ 21,899,860 $ 17,261,102
========== ==========
See notes to financial statements.
-2-
<PAGE>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- -------------------------------------------------------------------------------
1996 1995
----------- ------------
ADDITIONS:
Investment income:
Interest $ 798 $ -
Net apprecitaion in fair
value of investments 1,272,638 1,011,662
---------- ----------
Total investment income 1,273,436 1,011,662
---------- ----------
Contributions received or receivable from:
Employer 1,016,873 929,662
Participants 3,302,618 2,933,526
---------- ----------
Total contributions 4,319,491 3,863,188
---------- ----------
Total additions 5,592,927 4,874,850
---------- ----------
DEDUCTIONS
Payments to participants or beneficiaries 954,169 682,621
---------- ----------
NET INCOME 4,638,758 4,192,229
---------- ----------
TRANSFERS TO THE PLAN - (76,998)
---------- ----------
NET INCREASE 4,638,758 4,115,231
---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR 17,261,102 13,145,871
---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 21,899,860 $ 17,261,102
========== ==========
See notes to financial statements.
-3-
<PAGE>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the Allen-Bradley Savings and
Investment Plan for Represented 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 covering
all permanent represented hourly employees of Allen-Bradley Company,
Inc. (the "Company") who elect to participate in the Plan. The Company
is a wholly-owned subsidiary of Rockwell International Corporation
("Rockwell"). The Savings Plan Benefits Committee and the Plan
Administrator control and manage the operation and administration of
the Plan. Effective October 1, 1995, Wells Fargo, N.A. (the "Trustee")
(formerly First Interstate Bank of California) became the trustee of
the Plan's assets. Prior to that time, an officer of the Company was
trustee of the Plan assets. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974.
The Plan provides for one investment fund in which participant
contributions to the Plan may be invested. This is the Guaranteed
Return Fund (the "Fund"), which invests in insurance company contracts
providing a guarantee of principal and stated rate of interest for a
specified period. Company contributions are invested in the same fund.
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. The maximum before-tax contribution ("Salary Reduction
Contribution") is 9% for non-highly compensated participants and 8% for
highly compensated participants. In addition, the Company contributes
out of its current or accumulated earnings and profits, but not
otherwise, an amount equal to 50% of the total amount of participant
contributions provided that such amount shall not exceed an amount
equal to 2.5% of compensation, less the amount of any forfeitures as
provided by the Plan.
c. 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 a participant's account plus actual
earnings thereon is based on years of credited service. A participant
is 100% vested after five years of credited service. Partial 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.
-4-
<PAGE>
d. Unit Values - Participants do not own specific securities or other
assets in the Plan, but have an interest therein represented by units
valued as of the last business day of the month. Between valuation
dates, contributions to and withdrawal payments from each fund are
converted to units by dividing the amount of such transactions by the
unit value as last determined. The participants' accounts are charged
or credited, as the case may be, with the number of units properly
attributable to each participant.
e. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of the participants' account represents a
forfeiture. Forfeitures revert to the Company and reduce the Company's
contributions to the Plan. However, if the participant is reemployed
and fulfills certain requirements, as defined in the Plan, the
participant's account will be restored.
f. Benefit Claims Payable - Distributions and withdrawals from
participants' accounts may be made as of the end of any quarter of the
Plan fiscal year. As of December 31, 1996 and December 31, 1995, net
assets available for benefits included benefits of approximately $9,000
and $85,000, respectively, due to participants who have withdrawn from
participation in the Plan or participants who have requested partial
distributions.
g. Priorities Upon Termination of the Plan - The Company has the
authority to suspend contributions to the Plan or to terminate or
modify the Plan from time to time. In the event that the Plan is
terminated or contributions by the Company are discontinued, each
participant's employer contributions account will be fully vested.
Benefits under the Plan will be provided solely from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting - The accompanying financial statements have
been prepared on the accrual basis of accounting.
b. Valuation of Pooled Insurance Contract Fund - The pooled insurance
contract fund is valued at contract value at December 31, 1996 and
1995. According to the provisions of AICPA Statement of Position 94-4,
the guaranteed investment contracts held in the pooled insurance
contract fund are fully benefit responsive. As such, the contracts are
valued at contract value on the statement of net assets available for
benefits. The crediting interest rate at December 31, 1996 and 1995 was
6.27% for both years. The average yield was 6.74% during 1996.
c. Expenses - The Plan's expenses are paid by the Plan or the Company,
as provided by the Plan document.
d. Use of Estimates - The preparation of financial statement 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, 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.
-5-
<PAGE>
3. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1996 and 1995 is as follows:
Units Participants'
1996 Outstanding Equity Per Unit
Guaranteed Return Fund 20,072,765 $ 1.091
Units Participants'
1995 Outstanding Equity Per Unit
Guaranteed Return Fund 16,774,612 $ 1.023
4. TAX STATUS
The Plan obtained its latest determination letter in 1996, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue
Code. The Plan was not timely amended to bring it into compliance with
the requirements of the Tax Reform Act of 1986 and the Technical and
Miscellaneous Revenue Act of 1988. The Company voluntarily requested to
correct the defect under the Closing Agreement Program with 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
$22,500 in penalties.
* * * * * *
-6-
<PAGE>
<TABLE>
<CAPTION>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
ITEM 27 a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------
Column B Column C Column D Column E
<S> <C> <C> <C>
Description of investment
Identity of Issuer, including Collateral, Rate
Borrower, Lessor or of Interest, Maturity Date, Current
or Similar Party Par or Maturity Value Cost Value
- ------------------- --------------------------- ---- ---------
Pooled Insurance
Contract Fund Pooled Insurance Contract Fund
Guaranteed Return
Fund (1) 20,072,765 units $21,801,430 $21,645,537
========== ==========
(1) Pooled funds held by *Wells Fargo, N.A., as Trustee
</TABLE>
*Party-in-interest
-7-
<PAGE>
<TABLE>
<CAPTION>
ALLEN-BRADLEY COMPANY, INC.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR REPRESENTED HOURLY EMPLOYEES
ITEM 27(d) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D
<S> <C> <C> <C>
Identity of Party Description Purchase Cost of
Involved of Asset Price Asset
- ----------------- ------------------------------ ---------------- ----------------
SERIES TRANSACTIONS:
Guaranteed Return Fund Pooled Insurance Contract Fund $ 4,201,112 $ -
Guaranteed Return Fund Pooled Insurance Contract Fund - 832,672
Pacifica Treasury Money Market Fund 1,032,552 -
Pacifica Treasury Money Market Fund - 1,032,552
</TABLE>
<TABLE>
<CAPTION>
Column G Column H Column I
<S> <C> <C>
Cost of Current Value of Aset on Gain
Asset Transaction Date (Loss)
- ------------------- --------------------------------- -------------------
SERIES TRANSACTIONS:
$ 4,201,112 $ 4,201,112 $ -
798,588 832,672 34,084
1,032,552 1,032,552 -
1,032,552 1,032,552 -
</TABLE>
*Party-in-interest
-8-
<PAGE>
SIGNATURE
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 REPRESENTED HOURLY EMPLOYEES
By /s/ Alfred J. Spigarelli
--------------------------------
Alfred J. Spigarelli
Plan Administrator
Date: April 3, 2000
S-1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-17405 of Rockwell International Corporation on Form S-8, and the prospectus
dated March 10 1999, with respect to the Securities covered thereby, of our
report dated July 14, 1997, appearing in this Annual Report on Form 11-K of the
Allen-Bradley Savings and Investment Plan for Represented Hourly Employees for
the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
April 3, 2000
S-2
