<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[x] Annual Report Pursuant To Section 15(D) of the Securities Exchange Act of
1934 (Fee Required)
For the fiscal year ended December 31, 1995
_______________________________________________
OR
[ ] Transition Report Pursuant To Section 15(D) Of The Securities Exchange Act
Of 1934 (No Fee Required)
For the transition period from ____________________ to ____________________
COMMISSION FILE NUMBER __________________
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
INTERNATIONAL RECTIFIER CORPORATION RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
INTERNATIONAL RECTIFIER CORPORATION RETIREMENT SAVINGS PLAN
233 KANSAS STREET
EL SEGUNDO, CALIFORNIA 90245
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
INTERNATIONAL RECTIFIER CORPORATION RETIREMENT SAVINGS PLAN
/s/ Michael P. McGee
-------------------------
Michael P. McGee
Member of Administrative Committee
<PAGE>
TABLE OF CONTENTS
__________
Page
----
Report Of Independent Accountants 2
Financial Statements:
Statement Of Net Assets Available For Benefits With Fund
Information As of December 31, 1995 4
Statement Of Net Assets Available For Benefits With Fund
Information As of December 31, 1994 5
Statement Of Changes In Net Assets Available For Benefits
With Fund Information For The Year Ended December 31, 1995 6
Notes To Financial Statements 7
Supplemental Schedules:
Item 27a - Schedule Of Assets Held For Investment Purposes
As Of December 31, 1995 15
Item 27d - Schedule Of Reportable Transactions
For The Year Ended December 31, 1995 16
Exhibit:
(24.1) Consent Of Independent Accountants 17
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
__________
To The Plan Administrator
International Rectifier Corporation
We have audited the accompanying statements of net assets available for benefits
of International Rectifier Corporation Retirement Savings Plan (the "Plan") as
of December 31, 1995 and 1994, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1995. 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
misstatements. 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, the net assets available for benefits as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the year
ended December 31, 1995, 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 assets
held for investment purposes as of December 31, 1995 and reportable transactions
for the year ended December 31, 1995 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 Fund Information in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the
2
<PAGE>
net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
May 30, 1996
3
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
__________
<TABLE>
<CAPTION>
Participant-Directed
---------------------------------------
FDIC Stable
Cash Pooled Value Intermediate
Unit Clearing Savings Income Term Bond
Units Value Fund Fund Fund Fund
----- ----- -------- ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
FDIC Pooled Savings Fund (cost: $3,431,761) 3,431,761 $1.00 $3,431,761
Stable Value Income Fund (cost: $3,391,108) 3,391,108 $1.00 $3,391,108
Intermediate Term Bond Fund (cost: $2,667,424) 254,682 $10.60 $2,699,631
Value Momentum Equity Fund (cost: $4,714,050) 311,137 $17.45
Growth Equity Fund (cost: $3,678,030) 232,033 $17.15
Company Stock Fund (cost: $1,920,113) 143,056 $25.00
Participant Loan Fund (cost: $1,044,681) 1,044,681 $1.00
--------- --------- ---------
Total investments 3,431,761 3,391,108 2,699,631
--------- --------- ---------
Receivables:
Employer contributions 26,337 28,284 20,517
Employee contributions 35,647 38,513 27,544
Dividends and interest 4,783 14,278
------ ------ ------
Total receivables 66,767 81,075 48,061
------ ------ ------
Cash $44,030
--------- --------- --------- ---------
Net assets available for benefits $44,030 $3,498,528 $3,472,183 $2,747,692
--------- --------- --------- ---------
--------- --------- --------- ---------
<CAPTION>
Participant-Directed
-------------------------------------------------------------
Value Growth
Momentum Equity Company Participant
Equity Fund Fund Stock Fund Loan Fund Total
----------- ------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value:
FDIC Pooled Savings Fund (cost: $3,431,761) $3,431,761
Stable Value Income Fund (cost: $3,391,108) 3,391,108
Intermediate Term Bond Fund (cost: $2,667,424) 2,699,631
Value Momentum Equity Fund (cost: $4,714,050) $5,429,337 5,429,337
Growth Equity Fund (cost: $3,678,030) $3,979,368 3,979,368
Company Stock Fund (cost: $1,920,113) $3,576,391 3,576,391
Participant Loan Fund (cost: $1,044,681) $1,044,681 1,044,681
--------- --------- --------- --------- ----------
Total investments 5,429,337 3,979,368 3,576,391 1,044,681 23,552,277
--------- --------- --------- --------- ----------
Receivables:
Employer contributions 38,963 36,642 30,893 181,636
Employee contributions 52,001 48,169 38,882 240,756
Dividends and interest 18 19,079
------ ------ ------ ------ -------
Total receivables 90,964 84,811 69,793 - 441,471
------ ------ ------ ------ -------
Cash 44,030
--------- --------- --------- --------- ----------
Net assets available for benefits $5,520,301 $4,064,179 $3,646,184 $1,044,681 $24,037,778
--------- --------- --------- --------- ----------
--------- --------- --------- --------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
__________
<TABLE>
<CAPTION>
Participant-Directed
---------------------------------------
FDIC Stable
Cash Pooled Value Intermediate
Unit Clearing Savings Income Term Bond
Units Value Fund Fund Fund Fund
----- ----- -------- ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
FDIC Pooled Savings Fund (cost: $2,060,056) 2,060,056 $1.00 $2,060,056
Stable Value Income Fund (cost: $2,350,037) 2,350,037 1.00 $2,350,037
Intermediate Term Bond Fund (cost: $2,090,783) 197,083 9.57 $1,886,086
Value Momentum Equity Fund (cost: $2,437,347) 177,791 13.16
Growth Equity Fund (cost: $1,735,839) 121,990 13.90
Company Stock Fund (cost: $508,382) 75,926 12.125
Participant Loan Fund (cost: $367,850) 367,850 1.00
--------- --------- ---------
Total investments 2,060,056 2,350,037 1,886,086
--------- --------- ---------
Receivables:
Employer contributions 33,772 27,192 21,420
Employee contributions 26,455 22,078 19,187
Dividends and interest 3,807 11,222
------ ------ ------
Total receivables 64,034 60,492 40,607
------ ------ ------
Cash $91,884
--------- --------- --------- ---------
Net assets available for benefits $91,884 2,124,090 2,410,529 $1,926,693
--------- --------- --------- ---------
--------- --------- --------- ---------
<CAPTION>
Participant-Directed
-------------------------------------------------------------
Value Growth
Momentum Equity Company Participant
Equity Fund Fund Stock Fund Loan Fund Total
----------- ------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value:
FDIC Pooled Savings Fund (cost: $2,060,056) $2,060,056
Stable Value Income Fund (cost: $2,350,037) 2,350,037
Intermediate Term Bond Fund (cost: $2,090,783) 1,886,086
Value Momentum Equity Fund (cost: $2,437,347) $2,339,727 2,339,727
Growth Equity Fund (cost: $1,735,839) $1,695,666 1,695,666
Company Stock Fund (cost: $508,382) $920,610 920,610
Participant Loan Fund (cost: $367,850) $367,850 367,850
--------- --------- --------- --------- ----------
Total investments 2,339,727 1,695,666 920,610 367,850 11,620,032
--------- --------- --------- --------- ----------
Receivables:
Employer contributions 27,696 21,822 131,902
Employee contributions 23,123 18,239 109,082
Dividends and interest 15,029
------ ------ ------ ------ -------
Total receivables 50,819 40,061 - - 256,013
------ ------ ------ ------ -------
Cash 91,884
--------- --------- --------- --------- ----------
Net assets available for benefits $2,390,546 $1,735,727 $920,610 $367,850 $11,967,929
--------- --------- --------- --------- ----------
--------- --------- --------- --------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
__________
<TABLE>
<CAPTION>
FDIC Stable Value
Cash Pooled Value Intermediate Momentum Growth Company Participant
Clearing Savings Income Term Equity Equity Stock Loan
Fund Fund Fund Bond Fund Fund Fund Fund Fund Total
-------- ------- ------ ------------ --------- ------ ------ ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1994 $91,884 $2,124,090 $2,410,529 $1,926,693 $2,390,546 $1,735,727 $920,610 $367,850 $11,967,929
Additions:
Contributions:
Employee 1,634,382 1,641,933 979,613 2,057,144 1,612,566 846,781 8,772,419
Employer 41,640 151,626 116,032 90,307 120,700 113,784 98,669 732,758
------ --------- --------- --------- --------- --------- --------- --------- ----------
Total
contributions 41,640 1,786,008 1,757,965 1,069,920 2,177,844 1,726,350 945,450 - 9,505,177
------ --------- --------- --------- --------- --------- --------- --------- ----------
Interest income (3) 59,141 170,017 7,245 129,785 227,756 7,300 601,241
Dividend income 132,843 74,476 18,506 225,825
Net appreciation
in investments 222,026 864,798 389,003 1,407,253 2,883,080
-- --------- --------- --------- --------- --------- --------- --------- ----------
Total earnings (3) 59,141 170,017 362,114 1,069,059 635,265 1,414,553 - 3,710,146
------ --------- --------- --------- --------- --------- --------- --------- ----------
Total additions 41,637 1,845,149 1,927,982 1,432,034 3,246,903 2,361,615 2,360,003 - 13,215,323
------ --------- --------- --------- --------- --------- --------- --------- ----------
Deductions:
Distributions (124,612) (187,176) (442,338) (95,680) (110,488) (108,297) (56,651) (20,232) (1,145,474)
------- --------- --------- --------- --------- --------- --------- --------- ----------
Total deductions (124,612) (187,176) (442,338) (95,680) (110,488) (108,297) (56,651) (20,232) (1,145,474)
Transfers 35,121 (283,535) (423,990) (515,355) (6,660) 75,134 422,222 697,063
------ --------- --------- --------- --------- --------- --------- --------- ----------
Balances at
December 31, 1995 $44,030 $3,498,528 $3,472,183 $2,747,692 $5,520,301 $4,064,179 $3,646,184 $1,044,681 $24,037,778
------ --------- --------- --------- --------- --------- --------- --------- ----------
------ --------- --------- --------- --------- --------- --------- --------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
__________
1. Description Of The Plan:
The following description of the International Rectifier Corporation
Retirement Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan which covers all eligible employees
of International Rectifier Corporation (the "Company"). The Plan commenced
on April 1, 1988 and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
ELIGIBILITY
An eligible employee is any person who is a full-time employee in the
United States working at least one thousand hours per year.
CONTRIBUTIONS
Each year, participants may contribute up to 20% of pretax annual
compensation, as defined by the Plan. Participants may also contribute
amounts representing distributions from other qualified defined benefit or
contribution plans. The Company contributes an amount equal to 150% of the
first $200 of the participant's contribution, 50% of the next $200, and 25%
of the next $800 in a Plan year.
Subsequent to December 31, 1995, the Plan was amended to provide for
Company contributions equal to 150% of the first $200 of the participant's
contribution, 50% of the next $1,400, and 25% of the next $800 in a Plan
year.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon and in the Company's matching plus actual earnings
thereon.
7
<PAGE>
1. Description Of The Plan, Continued:
PARTICIPANT ACCOUNTS
Each participant's account is credited with (a) the participant's
contribution and allocations of (b) the Company's contribution and (c) Plan
earnings. Allocations are based on participant contributions or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
INVESTMENT PROGRAMS
All accounts are held in trust funds and invested in accordance with the
terms of the Plan and investment options elected by Plan participants.
During the Plan year ended December 31, 1995, the Plan consisted of six
eligible investment option funds. A brief description of these funds is as
follows:
THE FDIC POOLED SAVINGS FUND - consists of passbook savings accounts
and certificates of deposit at banks and savings and loan
associations. The investments are federally insured.
THE STABLE VALUE INCOME FUND - primarily invests in Guaranteed
Investment Contracts ("GICs") issued by select insurance companies
which guarantee the interest and payment at maturity with the full
resources of the issuing insurance company. This fund also invests in
money market funds or money market instruments with monies awaiting
more permanent investments. The GICs have both fixed and floating
rates and as a result, produce an overall blended rate of return in
addition to credit diversification and liquidity. As of December 31,
1995 and 1994, credited interest rates ranged from 4.50% to 8.93% and
4.50% to 8.98%, respectively. During the years ended December 31,
1995 and 1994, average yields were 5.89% and 5.42%, respectively. The
fund's GICs are fully benefit responsive.
THE INTERMEDIATE TERM BOND FUND - is designed to provide a high total
return with minimal maturity and interest rate risk. The fund
consists of U.S. Treasury and mortgage securities, as well as
investment grade corporate bonds with short and intermediate
maturities.
8
<PAGE>
1. Description Of The Plan, Continued:
INVESTMENT PROGRAMS, CONTINUED
VALUE MOMENTUM EQUITY FUND - seeks to provide long-term growth of
capital with below market volatility by investing in equity securities
of undervalued companies experiencing positive price and earnings
momentum.
THE GROWTH EQUITY FUND - seeks to provide long-term growth and
increased future income through investments in equity securities of
well established growth companies with demonstrated growth in
earnings. The Growth Equity Fund allows for potentially higher rates
of return than the Value Momentum Equity Fund, however, with increased
associated risk.
THE COMPANY STOCK FUND - is invested solely in International Rectifier
Corporation Common Stock. The objective of this fund is to permit
employees to participate in the ownership of the Company. This fund
has the highest risk level of the six investment funds.
Participants can allocate their contributions and account balances to any
or all of the funds (contributions must be allocated in 20% blocks).
Participants may transfer their balances, or a portion thereof, from one
fund to another via a telephone voice response unit.
The number of participants in each fund at December 31, 1995 was as
follows:
FDIC Pooled Savings Fund 859
Stable Value Income Fund 594
Intermediate Term Bond Fund 626
Value Momentum Equity Fund 724
Growth Equity Fund 652
Company Stock Fund 554
Participant Loan Fund 259
9
<PAGE>
1. Description Of The Plan, Continued:
PARTICIPANT LOANS
The Plan allows participants to borrow from their accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of their
account balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the participant loan fund. Loan terms range from
1-5 years or up to 30 years for the purchase of a primary residence. The
loans are collateralized by the balance in the participant's account and
bear interest at a rate commensurate with local prevailing rates as
determined quarterly by the Plan administrator. Interest rates range from
7.50% to 8.75%. Principal and interest is paid ratably through monthly
payroll deductions.
PAYMENT OF BENEFITS
On termination of service, a participant with an account balance greater
than $3,500 may elect to receive either a lump-sum amount equal to the
value of the participant's account or installments in the form of various
types of annuities, as defined by the Plan. A participant with an account
balance less than or equal to $3,500 must receive the value of his or her
account as a lump-sum distribution.
2. Summary Of Accounting Policies:
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value except for investments in
the Stable Value Income Fund (see below). Shares of registered investment
company pooled separate accounts and bank collective trust funds are valued
at quoted market prices which represent the net asset value of shares held
by the Plan at year-end. The Company stock is valued at its quoted market
price. Participant loans are valued at cost which approximates fair value.
10
<PAGE>
2. Summary Of Accounting Policies, Continued:
INVESTMENT VALUATION AND INCOME RECOGNITION, CONTINUED
Investments in the Stable Value Income Fund are stated at contract value,
which approximates fair value. Contract value represents contributions,
net of distributions made under the Plan, plus interest earned at the
contract rate.
Security transactions are accounted for on the date securities are
purchased or sold (trade date). Dividend income is recorded on the ex-
dividend date. Interest income is recognized when earned. Net gains and
losses from securities transactions are computed using the average cost
method.
The Plan presents in the statement of changes in net assets available for
benefits, the net appreciation in the fair value of investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on these investments.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
ADMINISTRATIVE EXPENSES
The Company pays for all administrative expenses of the Plan.
11
<PAGE>
2. Summary Of Accounting Policies, Continued:
CONCENTRATIONS
Net assets available for benefits at December 31, 1995 were concentrated as
follows:
Percentages Of Net Assets
Investment Programs Available For Benefits
------------------- -------------------------
Cash Clearing Fund 0.2%
FDIC Pooled Savings Fund 14.6
Stable Value Income Fund 14.4
Intermediate Term Bond Fund 11.4
Value Momentum Equity Fund 23.0
Growth Equity Fund 16.9
Company Stock Fund 15.2
Participant Loan Fund 4.3
Duff and Phelps credit ratings for insurers holding GICs range from A+ to
AAA at December 31, 1995.
The Plan is exposed to credit loss for the amount of the investments in the
event of nonperformance by the other parties to the investment
transactions. However, nonperformance by the counterparties is not
anticipated.
3. Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. The accounts of the
participants affected by a partial or complete termination of the Plan are
nonforfeitable and will be determined as of the termination date, which
will be treated as a valuation date.
12
<PAGE>
4. Reconciliation Of Financial Statements To Form 5500:
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
---------------------------
1995 1994
---- ----
<S> <C> <C>
Net assets available for benefits per
the financial statements $24,037,778 $11,967,929
Less, Contributions, dividends and
interest receivable 441,471 256,013
---------- ----------
Net assets available for benefits per
the Form 5500 $23,596,307 $11,711,916
---------- ----------
---------- ----------
</TABLE>
The following is a reconciliation of additions to net assets per the
financial statements to the Form 5500 for the year ended December 31, 1995:
<TABLE>
<S> <C>
Total additions to net assets per the
financial statements $13,215,323
Less, Contributions, dividends and interest
receivable at December 31, 1995 441,471
Add, Contributions, dividends and interest
receivable at December 31, 1994 256,013
----------
Total additions to net assets per the Form 5500 $13,029,865
----------
----------
</TABLE>
5. Tax Status Of The Plan:
The Internal Revenue Service has determined and informed the Company by a
letter dated May 1990 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
Under the provisions of Section 401(k) of the Internal Revenue Code,
contributions to the Plan are not taxable until distributed to the
participants.
13
<PAGE>
6. Termination Of Profit Sharing Plan:
In December 1995, the Company terminated its Profit Sharing Plan ("PSP").
Upon termination of the PSP, its participants transferred $5,024,065 to the
Plan. Such amounts are reflected as employee contributions in the
accompanying statement of changes in net assets available for benefits with
fund information for the year ended December 31, 1995.
7. Common Stock Split:
On November 20, 1995, the Company's Board of Directors declared a two-for-
one common stock split effected in the form of a dividend to shareholders.
All references in the financial statements with regard to the per share
price and number of shares of common stock have been restated to reflect
this common stock split.
14
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
__________
<TABLE>
<CAPTION>
(e) Current/
(b) Identity Of Issue, Borrower, (c) Description Of Investment Maturity Date, Contract
(a) Lessor Or Similar Party Rate Of Interest, Collateral, Par Or Maturity Value (d) Cost Value
- --- ---------------------------- --------------------------------------------------- ---- --------
<C> <S> <C> <C>
* Union Bank FDIC Savings Fund $3,431,761 $3,431,761
Stable Value Income Fund 3,391,108 3,391,108
Intermediate Term Bond Fund 2,667,424 2,699,631
Value Momentum Equity Fund 4,714,050 5,429,337
Growth Equity Fund 3,678,030 3,979,368
Participant Loans Interest rates ranging from 7.50% to 8.75% 1,044,681 1,044,681
* International Rectifier
Corporation Common Stock, $1.00 par value 1,920,113 3,576,391
</TABLE>
*Party-in-interest
15
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
UNDER ERISA, A REPORTABLE TRANSACTION IS A TRANSACTION
OR SERIES OF TRANSACTIONS THAT INVOLVES
MORE THAN 5% OF THE FAIR VALUE OF PLAN ASSETS
AT THE BEGINNING OF THE YEAR. THE FOLLOWING
REPRESENTS REPORTABLE TRANSACTIONS FOR THE PLAN YEAR
ENDED DECEMBER 31, 1995
__________
<TABLE>
<CAPTION>
(h) Current
(f)Expense Value
Incurred Of Asset (i) Net
(b) Description of Asset With On Trans- Gain
(a) Identity Of (Include Interest Rate And (c)Purchase (d) Selling (e) Lease Trans- (g) Cost action Or
Party Involved Maturity in Case of A Loan) Price Price Rental action Of Asset Date (Loss)
- --------------- --------------------------- -------- ------ ------ -------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* Union Bank FDIC Pooled Savings Fund $4,253,131 $4,253,131 $4,253,131 -
Stable Value Income Fund 2,612,634 2,612,634 2,612,634 -
Intermediate Term Bond Fund 1,305,018 1,305,018 1,305,018 -
Value Momentum Equity Fund 2,752,646 2,752,646 2,752,646 -
Growth Equity Fund 2,415,668 2,415,668 2,415,668 -
* International
Rectifier Common Stock 1,963,712 1,963,712 1,963,712 -
---------- ---------- ---------- ----------
Total $15,302,809 $15,302,809 $15,302,809 -
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
* Union Bank FDIC Pooled Savings Fund $2,881,326 $2,881,326 $2,881,326 -
Stable Value Income Fund 1,571,564 1,571,564 1,571,564 -
Intermediate Term Bond Fund 713,499 669,180 713,499 $44,319
Value Momentum Equity Fund 527,833 447,317 527,833 80,516
Growth Equity Fund 520,969 446,143 520,969 74,826
* International
Rectifier Common Stock 715,284 508,062 715,284 207,222
---------- ---------- ---------- ----------
Total $6,930,475 $6,523,592 $6,930,475 $406,883
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
*Party-in-interest
16
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
International Rectifier Corporation on Form S-8 of our report dated May 30,
1996, on our audits of the financial statements of International Rectifier
Corporation Retirement Savings Plan as of December 31, 1995 and 1994, and for
the year ended December 31, 1995, which report is included in this Annual Report
on Form 11-K.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Newport Beach, California
June 21, 1996
