<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, 1997
-------------------------------------------------
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>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
__________
INDEX OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Pages
-----
Report Of Independent Public Accountants 1
Statement Of Net Assets Available For Benefits With Fund Information
As Of December 31, 1997 2
Statement Of Net Assets Available For Benefits With Fund Information
As Of December 31, 1996 3
Statement Of Changes In Net Assets Available For Benefits With
Fund Information For The Year Ended December 31, 1997 4
Notes To Financial Statements 5-14
Supplemental Schedules:
Line 27a - Schedule Of Assets Held For Investment Purposes
As Of December 31, 1997 15
Line 27d - Schedule Of Reportable Transactions
For The Year Ended December 31, 1997 16
Exhibit:
(23.1) Consent Of Independent Accountants
<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, 1997 and 1996, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, 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, Line 27a -
Schedule of Assets Held for Investment Purposes and Line 27d - Schedule of
Reportable Transactions, 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 statement 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 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 26, 1998
1
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
__________
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------------------------------------
Interest-
Bearing Growth Intermediate Low-Priced
Cash IR Stock Company Bond Value Stock
Fund Unit Fund Fund Fund Fund Fund
--------- --------- ------- ------------ ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $3,881,680 $7,723,237 $3,211,509 $9,746,500 $513,457
---------- ---------- ---------- ---------- --------
Total investments 3,881,680 7,723,237 3,211,509 9,746,500 513,457
---------- ---------- ---------- ---------- --------
Receivables:
Employer contributions $210,969
Employee contributions 209,816
-------- ---------- ---------- ---------- ---------- --------
Total receivables 420,785
-------- ---------- ---------- ---------- ---------- --------
Net assets available for
benefits $420,785 $3,881,680 $7,723,237 $3,211,509 $9,746,500 $513,457
-------- ---------- ---------- ---------- ---------- --------
-------- ---------- ---------- ---------- ---------- --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Retired Spartan
Government U.S.
Diversified Money Managed Equity Participant
International Market Income Index Loan
Fund Fund Portfolio Fund Fund Total
------------- ---------- --------- ------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $325,010 $4,009,676 $4,386,183 $996,401 $2,219,460 $37,013,113
-------- ---------- ---------- -------- ---------- -----------
Total investments $325,010 $4,009,676 $4,386,183 $996,401 $2,219,460 $37,013,113
-------- ---------- ---------- -------- ---------- -----------
Receivables:
Employer contributions 210,969
Employee contributions 209,816
-------- ---------- ---------- -------- ---------- -----------
Total receivables 420,785
-------- ---------- ---------- -------- ---------- -----------
Net assets available for
benefits $325,010 $4,009,676 $4,386,183 $996,401 $2,219,460 $37,433,898
-------- ---------- ---------- -------- ---------- -----------
-------- ---------- ---------- -------- ---------- -----------
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
__________
<CAPTION>
Fund Information
-------------------------------------------------------
FDIC Stable
Cash Pooled Value Intermediate
Clearing Savings Income Term Bond
Fund Fund Fund Fund
-------- ------- ------ ------------
<S> <C> <C> <C> <C>
Investments at fair value $3,904,470 $3,900,636 $2,827,285
---------- ---------- ----------
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
-------- ---------- ---------- ----------
-------- ---------- ---------- ----------
<CAPTION>
Value Growth
Momentum Equity Company Participant
Equity Fund Fund Stock Fund Loan Fund Total
----------- ------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
Investments at fair value $7,404,427 $5,622,563 $3,697,416 $1,689,274 $29,046,071
---------- ---------- ---------- ---------- -----------
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.
<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, 1997
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------
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>
Additions:
Contributions:
Employer
Employee
Total contributions
Dividend income
Interest income $10 $40 $69 $9
Net appreciation (depreciation) in investments
Loan repayments
-- -- -- --
Total additions 10 40 69 9
-- -- -- --
Deductions:
Benefits paid to participants
Administrative fee
Loan advances
-- -- -- --
Total deductions
-- -- -- --
Net increase (decrease) prior to interfund 10 40 69 9
transfers
Transfers ($ 421,676) (3,904,480) (3,900,676) (2,827,354) (7,404,436)
Balances at December 31, 1996 421,676 3,904,470 3,900,636 2,827,285 7,404,427
------- --------- --------- --------- ---------
Balances at December 31, 1997 $ - $ - $ - $ - $ -
-------- --------- ---------- ---------- ---------
-------- --------- ---------- ---------- ---------
</TABLE>
<TABLE>
<CAPTION>
Interest-
Bearing Growth
Growth Company Cash IR Stock Company
Equity Fund Stock Fund Fund Unit Fund Fund
----------- ---------- ---- --------- ----
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer ($ 18,092) $ 189,587 $ 278,692
Employee 17,201 660,963 1,268,292
------ ------- ---------
Total contributions (891) 850,550 1,546,984
--- ------- ---------
Dividend income 733,904
Interest income $43 $4 199 10
Net appreciation (depreciation) in investments (795,198) 490,145
Loan repayments 114,269 151,776
-- -- -- ------- -------
Total additions 43 4 (891) 169,820 2,922,819
-- - --- ------- ---------
Deductions:
Benefits paid to participants (175,034) (285,998)
Administrative fee (3,815) (1,968)
Loan advances (118,819) (207,438)
-- -- -- ------- -------
Total deductions (297,668) (495,404)
-- -- -- ------- -------
Net increase (decrease) prior to interfund 43 4 (891) (127,848) 2,427,415
transfers
Transfers (5,622,606) (3,697,420) 421,676 4,009,528 5,295,822
Balances at December 31, 1996 5,622,563 3,697,416
--------- --------- --------- ---------- -----------
Balances at December 31, 1997 $ - $ - $ 420,785 $3,881,680 $ 7,723,237
--------- --------- --------- ---------- -----------
--------- --------- --------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
Retired
Government
Intermediate Low-Priced Diversified Money
Bond Value Stock International Market
Fund Fund Fund Fund Portfolio
---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 124,506 $ 271,617 $ 8,107 $ 5,008 $ 219,547
Employee 450,769 1,138,903 86,929 74,541 657,343
-------- --------- ------ ------ -------
Total contributions 575,275 1,410,520 95,036 79,549 876,890
-------- --------- ------ ------ -------
Dividend income 194,677 1,334,693 30,925 11,402 210,449
Interest income 7 12 9,188
Net appreciation (depreciation) in investments 40,126 389,287 30,085 2,604 101
Loan repayments 83,963 183,318 10,233 11,166 123,758
-------- --------- ------- ------- --------
Total additions 894,048 3,317,830 166,279 104,721 1,220,386
-------- --------- ------- ------- --------
Deductions:
Benefits paid to participants (134,058) (300,507) (8,089) (3,118) (330,359)
Administrative fee (563) (473) (610) (50) (1,113)
Loan advances (131,748) (330,456) (7,027) (14,485) (311,786)
-------- --------- ------- ------- --------
Total deductions (266,369) (631,436) (15,726) (17,653) (643,258)
-------- --------- ------- ------- --------
Net increase (decrease) prior to interfund 627,679 2,686,394 150,553 87,068 577,128
transfers
Transfers 2,583,830 7,060,106 362,904 237,942 3,432,548
Balances at December 31, 1996
-------- --------- ------- ------- --------
Balances at December 31, 1997 $ 3,211,509 $ 9,746,500 $ 513,457 $ 325,010 $ 4,009,676
-------- --------- ------- ------- --------
-------- --------- ------- ------- --------
<CAPTION>
Spartan
U.S.
Managed Equity
Income Index Participant
Portfolio Fund Loan Fund Total
--------- ---- --------- -----
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 144,948 $ 11,137 $ 1,235,057
Employee 514,135 121,254 4,990,330
------- ------- ----------
Total contributions 659,083 132,391 6,225,387
------- ------- ----------
Dividend income 246,907 15,541 2,778,498
Interest income 15,848 $ 149,665 175,104
Net appreciation (depreciation) in investments (24) 114,485 271,611
Loan repayments 133,935 10,791 (823,209)
--------- ------- -------- ----------
Total additions 1,055,749 273,208 (673,544) 9,450,600
--------- ------- -------- ----------
Deductions:
Benefits paid to participants (167,895) (8,709) (61,935) (1,475,702)
Administrative fee (155) (8,747)
Loan advances (137,741) (6,165) 1,265,665
--------- ------- --------- ----------
Total deductions (305,791) (14,874) 1,203,730 (1,484,449)
--------- ------- --------- ----------
Net increase (decrease) prior to interfund 749,958 258,334 530,186 7,966,151
transfers
Transfers 3,636,225 738,067
Balances at December 31, 1996 1,689,274 29,467,747
--------- ------- --------- ----------
Balances at December 31, 1997 $ 4,386,183 $ 996,401 $ 2,219,460 $37,433,898
--------- ------- --------- ----------
--------- ------- --------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<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
International Rectifier Corporation (the "Company") established the Plan on
April 1, 1988. The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended. Participation in the Plan is available to all
full-time employees as of the first day of the calendar quarter after date
of hire.
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
Participants may elect to make contributions up to 20% of their pretax
annual compensation, as defined in 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. The aggregate matching
contribution made by the Company shall not exceed $1,200 per participant in
a Plan year. In addition to the Company's matching contribution, the Board
of Directors may make annual discretionary contributions in the form of
cash or Company stock. For the year ended December 31, 1997, no
discretionary matching contributions were authorized by the Board.
VESTING
Participants are immediately vested in their contributions and the
Company's matching and discretionary contributions plus actual earnings
thereon.
5
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
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
The trustee for the Plan as of and for the year ended December 31, 1997 is
Fidelity Management Trust Company. As of and for the year ended
December 31, 1996, the trustee for the Plan was Union Bank. All accounts
are held in trust funds and invested in accordance with the terms of the
Plan and investment options elected by Plan participants. A brief
description of these funds is as follows:
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.
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.
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.
6
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
1. Description Of The Plan, Continued:
INVESTMENT PROGRAMS, CONTINUED
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.
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. Any amounts
to be invested in Company stock are first invested in an
interest-bearing money market account, until the Company stock is
purchased.
CASH CLEARING FUND - temporarily holds cash from the time an
investment in one fund is liquidated and a purchase in another
fund is settled.
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO - An income fund
with investments in high quality short-term money market
securities for which the U.S. government or its agencies or
instrumentalities guarantees timely payment of principal and
interest.
MANAGED INCOME PORTFOLIO - A stable value fund with investments
in contracts offered by major insurance companies and other
approved financial institutions and short-term instruments.
INTERMEDIATE BOND FUND - An income fund with investments in all
types of U.S. and foreign bonds, including corporate or U.S.
government issues.
VALUE FUND - A growth fund with investments primarily in stocks
of companies that possess valuable assets or that the manager
feels are undervalued.
GROWTH COMPANY FUND - A growth fund with investments primarily in
stocks of companies with earnings or gross sales that indicate
the potential for above average growth.
7
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
1. Description Of The Plan, Continued:
INVESTMENT PROGRAMS, CONTINUED
SPARTAN U.S. EQUITY INDEX FUND - A growth and income fund with
investments primarily in the 500 companies that make up the S&P 500.
LOW-PRICED STOCK FUND - A growth fund with investments primarily in
stocks of companies the fund manager considers undervalued or out of
favor with other investors and that could offer the possibility for
significant growth.
DIVERSIFIED INTERNATIONAL FUND - A growth fund that invests
primarily in stocks of companies located outside the U.S. that
are included in the Morgan Stanley Europe, Australia, Far East
Index.
IR STOCK UNIT FUND - A fund that pools the money of Plan
participants to buy stock in the Company as well as a small
amount of money market instruments that allow the fund to handle
exchanges, withdrawals and distributions.
INTEREST-BEARING CASH FUND - A fund that temporarily holds cash
from the time an investment in one fund is liquidated and a
purchase in another is settled.
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.
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 10 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. Principal and interest is
paid ratably through monthly payroll deductions.
8
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
1. Description Of The Plan, Continued:
BENEFIT PAYMENTS
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. Benefits are recorded when paid.
2. Summary Of Accounting Policies:
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan are prepared in
conformity with generally accepted accounting principles.
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 in the statement of changes
in net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in mutual funds and other
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets available
for benefits.
9
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
2. Summary Of Accounting Policies, Continued:
INVESTMENTS
The Plan's investments in shares of registered investment company mutual
funds and the Company stock are valued at the last quoted sales price on
the last business day of the year. Investments in commingled trust funds
are valued at estimated fair values according to methods selected in good
faith by the trustee. Participant loans are valued at the unpaid amount of
the loan which is estimated to approximate fair value.
Purchases and sales of securities are reflected on a trade date basis. The
basis for all securities sold is determined by average cost. Dividend
income is recorded on the ex-dividend date and interest income is recorded
on the accrual basis. The Plan presents in the statement of changes in net
assets available for benefits the net appreciation (depreciation) in fair
value of its investments, which consists of the realized gains or losses
and unrealized appreciation or depreciation on those investments.
ADMINISTRATIVE EXPENSES
The Company and the Plan pay for all administrative expenses of the Plan.
The Company paid approximately $18,000 of administrative expenses on behalf
of the Plan for the year ended December 31, 1997.
10
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
3. Investments:
Investments at December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------------- --------------------------
Fair Value Units Fair Value Units
---------- ----- ---------- -----
<S> <C> <C> <C> <C>
Investments, at fair value, as determined by quoted
market price:
IR Stock Unit Fund $3,766,342 318,689
Growth Company Fund 7,723,237 178,283
Intermediate Bond Fund 3,211,509 315,783
Value Fund 9,746,500 180,357
Low-Priced Stock Fund 513,457 20,432
Diversified International Fund 325,010 20,149
Spartan U.S. Equity Index Fund 996,401 28,485
Growth Equity Fund $5,622,563 290,722
Intermediate Term Bond Fund 2,827,285 277,729
Value Momentum Equity Fund 7,404,427 359,962
Company Stock Fund 3,697,408 242,453
Stock Liquidity Fund 8 8
Investments, at estimated fair value:
Interest-Bearing Cash Fund 115,338
Managed Income Portfolio 4,386,183 4,386,183
Retired Government Money Market Portfolio 4,009,676 4,009,676
FDIC Pooled Savings Fund 3,904,470 3,904,470
Stable Value Income Fund 3,900,636 3,900,636
Participant Loans 2,219,460 1,689,274
----------- -----------
$37,013,113 $29,046,071
----------- -----------
----------- -----------
</TABLE>
11
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
3. Investments, Continued:
Net appreciation (depreciation) in the value of investments for the year
ended December 31, 1997 is summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
Common stock ($795,198)
Mutual funds 1,066,833
Commingled trust fund (24)
---------
Net appreciation (depreciation) $271,611
---------
---------
</TABLE>
The number of participants in each fund at December 31, 1997 and 1996 was
as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
IR Stock Unit Fund 700 747
Growth Company Fund 835
Intermediate Bond Fund 603
Value Fund 867
Low-Priced Stock Fund 96
Diversified International Fund 86
Retired Government Money Market Portfolio 729
Managed Income Portfolio 532
Spartan U.S. Equity Index Fund 126
Participant Loan Fund 485 369
FDIC Pooled Savings Fund 823
Stable Value Income Fund 622
Intermediate Term Bond Fund 664
Value Momentum Equity Fund 889
Growth Equity Fund 843
</TABLE>
12
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
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>
1996
----
<S> <C>
Net assets available for benefits per the financial
statements $29,467,747
Less, Contributions receivable 421,347
-----------
Total net assets available for benefits per the Form 5500 $29,046,400
-----------
-----------
</TABLE>
There are no reconciling items between the net assets available per the
financial statements to the Form 5500 as of December 31, 1997.
The following is a reconciliation of additions to net assets per the
financial statements to the Form 5500 for the year ended December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Total contributions per the financial statements $6,225,387
Add, Contributions receivable at December 31, 1996 421,347
-----------
Total contributions per the Form 5500 $6,646,734
-----------
-----------
</TABLE>
5. 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.
13
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
__________
6. Tax Status Of The Plan:
The Internal Revenue Service has determined and informed the Company at
February 1998 that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code ("IRC"). 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.
14
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
__________
<TABLE>
<CAPTION>
Identity Of Issue Cost Current Value
----------------- ---- -------------
<S> <C> <C>
Interest-Bearing Cash $115,338 $115,338
International Rectifier Stock Unit Fund 4,904,387 3,766,342
Growth Company Fund 7,354,575 7,723,237
Intermediate Bond Fund 3,171,970 3,211,509
Value Fund 9,503,325 9,746,500
Low-Priced Stock Fund 488,381 513,457
Diversified International Fund 327,142 325,010
Retired Government Money Market Portfolio 4,009,676 4,009,676
Managed Income Portfolio 4,386,183 4,386,183
Spartan U.S. Equity Index Fund 889,897 996,401
Participant loans with interest rates ranging from
8.25% to 8.5% -0- 2,219,460
-----------
$37,013,113
-----------
-----------
</TABLE>
15
<PAGE>
INTERNATIONAL RECTIFIER CORPORATION
RETIREMENT SAVINGS PLAN
LINE 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
__________
Transaction in excess of 5% of current value of Plan assets at the beginning of
the year are as follows:
Single Transactions:
- --------------------
<TABLE>
<CAPTION>
Purchase Selling Cost of Net Gain
Descriptions Price(2) Price(2) Asset Sold (Loss)
------------ --------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Company Stock Fund $3,697,420 $3,697,420 -
Growth Equity Fund 5,622,606 5,622,606 -
Intermediate Term Bond Fund 2,827,354 2,827,354 -
Value Momentum Equity Fund 7,404,436 7,404,436 -
FDIC Pooled Savings Fund 3,904,480 3,904,480 -
Stable Value Income Fund 3,900,676 3,900,676 -
International Rectifier Stock Unit Fund $3,697,420
Growth Company Fund 5,622,563
Intermediate Term Bond Fund 2,827,285
Value Fund 7,404,427
Retirement Government Money Market Portfolio 3,904,470
Managed Income Portfolio 3,900,636
<CAPTION>
Series Of Transactions(1):
- --------------------------
Total Total Total Total
Number Of Number Of Dollar Value Dollar Value Net Gain
Descriptions Purchases Sales Of Purchases Of Sales (Loss)
------------ --------- ---------- ------------ ------------- ---------
<S> <C> <C> <C> <C> <C>
International Rectifier Stock Unit Fund 207 164 $7,199,278 $2,522,400 $154,074
Growth Equity Fund 183 142 14,317,692 1,461,993 121,482
Intermediate Bond Fund 161 134 6,673,528 674,702 588
Value Fund 188 151 18,928,565 2,166,916 146,111
Retirement Government Money Market Portfolio 164 163 9,709,056 1,794,900 -
Managed Income Portfolio 176 155 9,512,422 1,225,563 -
</TABLE>
(1) Includes single transactions above.
(2) The current value of the assets purchased or sold during the period, at the
date of the purchase or sale, was equivalent to either the purchase price or
sales prices, respectively.
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 26, 1998 on our audits of the financial statements of
International Rectifier Corporation Retirement Savings Plan as of December 31,
1997 and 1996, and for the year ended December 31, 1997, which report is
included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
- ------------------------------
Coopers & Lybrand L.L.P.
Newport Beach, California
June 29, 1998
