<PAGE>
SECURITY 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, 1996
-------------------------------------------------
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
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, 1996 4
Statement Of Net Assets Available For Benefits With Fund Information
As Of December 31, 1995 5
Statement Of Changes In Net Assets Available For Benefits
With Fund Information for the year ended December 31, 1996 6
Notes To Financial Statements 7
Supplemental Schedules:
Item 27a - Schedule Of Assets Held For Investment Purposes
As Of December 31, 1996 15
Item 27d - Schedule Of Reportable Transactions
For The Year Ended December 31, 1996 16
Exhibit:
(23.1) Consent Of Independent Accountants
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, 1996 and 1995, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material 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 of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996, 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, 1996 and reportable transactions
for the year ended December 31, 1996 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
June 9, 1997
3
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
----------
<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: $3,904,470) 3,904,470 $1.00 $3,904,470
Stable Value Income Fund (cost: $3,900,631) 3,900,636 $1.00 $3,900,636
Intermediate Term Bond Fund (cost: $2,889,725) 277,729 $10.18 $2,827,285
Value Momentum Equity Fund (cost: $6,004,327) 359,962 $20.57
Growth Equity Fund (cost: $4,992,643) 290,722 $19.34
Unit in Company Stock Fund (cost: $3,662,983) 242,453 $15.25
Participant Loan Fund (cost: $1,689,274) 1,689,274 $1.00
Stock Liquidity Fund (cost: $107) 8 $1.00
--------- --------- ---------
Total investments 3,904,470 3,900,636 2,827,285
--------- --------- ---------
Receivables:
Employer contributions $229,061
Employee contributions 192,286
-------
Total receivables 421,347
------- --------- --------- ---------
Cash 329 - - -
------- --------- --------- ---------
Net assets available for benefits $421,676 $3,904,470 $3,900,636 $2,827,285
------- --------- --------- ---------
------- --------- --------- ---------
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: $3,904,470) $3,904,470
Stable Value Income Fund (cost: $3,900,631) 3,900,636
Intermediate Term Bond Fund (cost: $2,889,725) 2,827,285
Value Momentum Equity Fund (cost: $6,004,327) $7,404,427 7,404,427
Growth Equity Fund (cost: $4,992,643) $5,622,563 5,622,563
Unit in Company Stock Fund (cost: $3,662,983) $3,697,408 3,697,408
Participant Loan Fund (cost: $1,689,274) $1,689,274 1,689,274
Stock Liquidity Fund (cost: $107 ) 8 8
--------- --------- --------- --------- ----------
Total investments 7,404,427 5,622,563 3,697,416 1,689,274 29,046,071
--------- --------- --------- --------- ----------
Receivables:
Employer contributions 229,061
Employee contributions 192,286
----------
Total receivables 421,347
--------- --------- --------- --------- ----------
Cash - - - - 329
--------- --------- --------- --------- ----------
Net assets available for benefits $7,404,427 $5,622,563 $3,697,416 $1,689,274 $29,467,747
--------- --------- --------- --------- ----------
--------- --------- --------- --------- ----------
</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, 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
------- ---------- ---------- ----------
------- ---------- ---------- ----------
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.
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, 1996
----------
<TABLE>
<CAPTION>
FDIC Stable
Cash Pooled Value Intermediate Value
Clearing Savings Income Term Momentum
Fund Fund Fund Bond Fund Equity Fund
-------- ------- ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1995 $44,030 $3,498,528 $3,472,183 $2,747,692 $5,520,301
Additions:
Contributions:
Employer 228,761 192,873 139,396 116,507 199,455
Employee 192,287 587,170 536,043 441,276 1,077,192
--------- ---------- ---------- --------- ----------
Total contributions 421,048 780,043 675,439 557,783 1,276,647
--------- ---------- ---------- --------- ----------
Interest income (14) 82,453 215,185 13,685 24,907
Dividend income 159,444 426,464
Net (depreciation) appreciation in investments (106,750) 1,008,283
--------- ---------- ---------- --------- ----------
Total earnings (14) 82,453 215,185 66,379 1,459,654
--------- ---------- ---------- --------- ----------
Total additions 421,034 862,496 890,624 624,162 2,736,301
--------- ---------- ---------- --------- ----------
Deductions:
Distributions (68) (321,038) (304,471) (257,636) (478,055)
--------- ---------- ---------- --------- ----------
Total deductions (68) (321,038) (304,471) (257,636) (478,055)
--------- ---------- ---------- --------- ----------
Transfers (43,320) (135,516) (157,700) (286,933) (374,120)
--------- ---------- ---------- --------- ----------
Balances at December 31, 1996 $421,676 $3,904,470 $3,900,636 $2,827,285 $7,404,427
--------- ---------- ---------- --------- ----------
--------- ---------- ---------- --------- ----------
Growth Company Participant
Equity Fund Stock Fund Loan Fund Total
----------- ---------- ----------- -----
<S> <C> <C> <C> <C>
Balances at December 31, 1995 $4,064,179 $3,646,184 $1,044,681 $24,037,778
Additions:
Contributions:
Employer 203,648 186,280 1,266,920
Employee 1,029,200 834,801 4,697,969
--------- ---------- ---------- ----------
Total contributions 1,232,848 1,021,081 - 5,964,889
--------- ---------- ---------- ---------
Interest income 22,009 23,928 382,153
Dividend income 439,289 1,025,197
Net (depreciation) appreciation in investments 524,640 (1,450,162) (23,989)
--------- ---------- ---------- ---------
Total earnings 985,938 (1,426,234) - 1,383,361
--------- ---------- ---------- ---------
Total additions 2,218,786 (405,153) - 7,348,250
--------- ---------- ---------- ---------
Deductions:
Distributions (312,663) (154,721) (88,362) (1,917,014)
--------- ---------- ---------- ---------
Total deductions (312,663) (154,721) (88,362) (1,917,014)
--------- ---------- ---------- ---------
Transfers (347,739) 611,106 732,955 (1,267)
--------- ---------- ---------- ---------
Balances at December 31, 1996 $5,622,563 $3,697,416 $1,689,274 $29,467,747
--------- ---------- ---------- ---------
--------- ---------- ---------- ---------
</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 $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.
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.
Continued
7
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
1. Description Of The Plan, Continued:
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, 1996, 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,
1996 and 1995, credited interest rates ranged from 5.11% to 8.94% and
4.50% to 8.93%, respectively. During the years ended December 31,
1996 and 1995, average yields were 5.90% and 5.89%, 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.
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.
Continued
8
<PAGE>
1. Description Of The Plan, Continued:
INVESTMENT PROGRAMS, CONTINUED
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.
Any amounts to be invested in Company stock are first invested in an
interest-bearing money market account, entitled the stock liquidity
fund, until the Company stock is purchased.
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, 1996 was as
follows:
FDIC Pooled Savings Fund 823
Stable Value Income Fund 622
Intermediate Term Bond Fund 664
Value Momentum Equity Fund 889
Growth Equity Fund 843
Company Stock Fund 747
Participant Loan Fund 369
Continued
9
<PAGE>
1. Description Of The Plan, Continued:
CASH CLEARING FUND
The Cash Clearing Fund temporarily holds cash from the time an investment
in one fund is liquidated and a purchase in another fund is settled. The
contribution income recorded in the Cash Clearing Fund for the year ended
December 31, 1996 primarily represents the contributions receivable from
the employer and employee at December 31, 1996. These contributions
receivable have been recorded in the Cash Clearing Fund as the
contributions are to be allocated to new investment options implemented
effective January 1, 1997 under the agreement entered into with Fidelity
Management Trust Company (Note 6).
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 ranged from
7.80% to 9.00% for the year ended December 31, 1996. 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.
Continued
10
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
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.
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.
Continued
11
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
2. Summary Of Accounting Policies, Continued:
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
CONCENTRATIONS
Net assets available for benefits at December 31, 1996 were concentrated as
follows:
Percentages Of Net Assets
Investment Programs Available For Benefits
------------------- -------------------------
Cash Clearing Fund 1.4%
FDIC Pooled Savings Fund 13.3
Stable Value Income Fund 13.2
Intermediate Term Bond Fund 9.6
Value Momentum Equity Fund 25.1
Growth Equity Fund 19.1
Company Stock Fund 12.6
Participant Loan Fund 5.7
Standard & Poor's credit ratings for insurers holding GICs range from A+ to
AAA at December 31, 1996.
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.
Continued
12
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
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.
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,
-------------------
1996 1995
---- ----
<S> <C> <C>
Net assets available for benefits per the financial
statements $29,467,747 $24,037,778
Less, Contributions, dividends and interest receivable 421,347 441,471
---------- ----------
Net assets available for benefits per the Form 5500 $29,046,400 $23,596,307
---------- ----------
---------- ----------
The following is a reconciliation of additions to net assets per the financial statements to the Form 5500 for the year ended
December 31, 1996:
Total additions to net assets per the financial statements $7,348,250
Less, Contributions, dividends and interest receivable at
December 31, 1996 421,347
Add, Contributions, dividends and interest receivable at
December 31, 1995 441,471
----------
Total additions to net assets per the Form 5500 $7,368,374
----------
----------
</TABLE>
Continued
13
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
----------
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.
6. Subsequent Event:
On January 13, 1997, the Company and Fidelity Management Trust Company
entered into an agreement, dated December 31, 1997, for Fidelity Management
Trust Company to hold and invest Plan assets in trust among several
investment options selected by the administrative committee, and to perform
certain recordkeeping and administrative functions under the Plan to be
effective as of January 1, 1997.
14
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
----------
<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
-- --------------------------- --------------------------------------------------- ---- ----------
<S> <C> <C> <C> <C>
* Union Bank FDIC Pooled Savings Fund $3,904,470 $3,904,470
Stable Value Income Fund 3,900,636 3,900,636
Intermediate Term Bond Fund 2,889,725 2,827,285
Value Momentum Equity Fund 6,004,327 7,404,427
Growth Equity Fund 4,992,643 5,622,563
Participant Loans Interest rates ranging from 7.80% to 9.00% 1,689,274 1,689,274
* International Rectifier Corporation Common Stock, $1.00 par value 3,663,090 3,697,416
</TABLE>
* Party-in-interest
15
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
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, 1996
---------
<TABLE>
<CAPTION>
(b) Description Of Asset
(a) Identity Of (Include Interest Rate And (c) Purchase (d) Selling (e) Lease
Party Involved Maturity In Case of A Loan) Price Price Rental
--------------- --------------------------- ------------ ----------- ---------
<S> <C> <C> <C> <C>
* Union Bank FDIC Pooled Savings Fund $4,949,544
Stable Value Income Fund 1,942,074
Participant Loan Fund 1,207,605
Value Momentum Equity Fund 2,950,748
Growth Equity Fund 2,792,275
* International
Rectifier Common Stock 2,934,393
-----------
Total $16,776,639
-----------
-----------
* Union Bank FDIC Pooled Savings Fund $4,476,827
Stable Value Income Fund 1,432,545
Value Momentum Equity Fund 1,983,941
Growth Equity Fund 1,673,720
* International
Rectifier Common Stock 1,363,449
-----------
Total $10,930,482
-----------
-----------
(h) Current
(f) Expense Value
Incurred Of Asset
(a) Identity Of With (g) Cost On Transac- (i) Net Gain
Party Involved Transaction Of Asset tion Date Or (Loss)
--------------- ----------- -------- ----------- -----------
<S> <C> <C> <C> <C>
* Union Bank $4,949,544 $4,949,544 -
1,942,074 1,942,074 -
1,207,605 1,207,605 -
2,950,748 2,950,748 -
2,792,275 2,792,275 -
* International
Rectifier 2,934,393 2,934,393 -
---------- ---------- -------
$16,776,639 $16,776,639 -
* Union Bank ---------- ---------- -------
---------- ---------- -------
4,476,827 $4,476,827 -
1,432,545 1,432,545 -
1,789,944 1,983,941 $193,997
* International 1,484,028 1,673,720 189,692
Rectifier
1,819,891 1,363,449 (456,442)
---------- ---------- -------
$11,003,235 $10,930,482 ($72,753)
---------- ---------- ------
---------- ---------- ------
</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 (File No. 33-44332) of our
report dated June 9, 1997 on our audits of the financial statements of
International Rectifier Corporation Retirement Savings Plan as of December 31,
1996 and 1995, and for the year ended December 31, 1996, which report is
included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND, L.L.P.
Newport Beach, California
June 20, 1997
