<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 1993
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1993 AND 1992 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
SEPTEMBER 30, 1993 AND 1992 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 11
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1993 12 - 21
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1993 22
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Rockwell International Corporation Savings Plan
and participants:
We have audited, by fund and in total the accompanying statements of net assets
available for benefits of the Rockwell International Corporation Savings Plan as
of September 30, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, by fund and in total, the net assets available for benefits of the
Plan as of September 30, 1993 and 1992, and the changes in net assets available
for benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of September 30, 1993,and (2)
transactions in excess of five percent of the current value of plan assets for
the year ended September 30, 1993 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
the Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in our audit of the basic financial statements taken
as a whole.
December 13, 1993
Deloitte & Touche
Pittsburgh, Pennsylvania
<PAGE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1993
<CAPTION>
Fixed Guaranteed Stock Stock
<S> Diversified Income Return Fund Fund Loan
ASSETS Total Fund Fund Fund A B Fund
<C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Certificates of deposit $ 115,001,485 $115,001,485
Money market funds 41,855,996 $ 35,880,988 3,103,776 $ 1,086,832 $ 554,534 $ 1,170,437 $ 59,429
Corporate debt instruments -
other 60,805,711 127,844 60,677,867
Corporate stock - common 2,412,783,036 183,446,640 1,774,213,812 455,122,584
Group annuity contracts 340,601,136 340,601,136
Loans to participants 62,116,067 62,116,067
Total investments 3,033,163,431 219,455,472 178,783,128 341,687,968 1,774,768,346 456,293,021 62,175,496
RECEIVABLES:
Income 1,848,139 515,647 1,304,590 2,046 18,313 7,411 132
Other 522,782 522,782
Total Receivables 2,370,921 1,038,429 1,304,590 2,046 18,313 7,411 132
TOTAL ASSETS 3,035,534,352 220,493,901 180,087,718 341,690,014 1,774,786,659 456,300,432 62,175,628
LIABILITY - Purchases
pending settlement 807,991 256,426 511,910 39,655
NET ASSETS AVAILABLE
FOR BENEFITS $3,034,726,361 $220,237,475 $180,087,718 $341,690,014 $1,774,274,749 $456,260,777 $62,175,628
See notes to financial statements.
-2-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1992
<CAPTION>
Fixed Guaranteed Stock Stock
<S> Diversified Income Return Fund Fund Loan
ASSETS Total Fund Fund Fund A B Fund
<C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Certificates of deposit $ 122,000,000 $122,000,000
Money market funds 29,881,578 $ 23,709,463 206,994 $ 1,873,679 $ 2,762,439 $ 1,329,003
Corporate debt
instruments - other 51,051,159 51,051,159
Corporate stock - common 1,819,433,547 155,792,151 1,322,893,769 340,747,627
Group annuity contracts 337,405,282 337,405,282
Loans to participants 51,910,402 $51,910,402
Total investments 2,411,681,968 179,501,614 173,258,153 339,278,961 1,325,656,208 342,076,630 51,910,402
RECEIVABLES:
Income 1,856,853 517,984 1,305,460 5,041 21,371 6,997
Other 1,286,505 1,286,505
Total receivables 3,143,358 1,804,489 1,305,460 5,041 21,371 6,997
TOTAL ASSETS 2,414,825,326 181,306,103 174,563,613 339,284,002 1,325,677,579 342,083,627 51,910,402
LIABILITY - Purchases
pending settlement 3,555,220 281,313 2,375,386 898,521
NET ASSETS AVAILABLE
FOR BENEFITS $2,411,270,106 $181,024,790 $174,563,613 $339,284,002 $1,323,302,193 $341,185,106 $51,910,402
See notes to financial statements.
-3-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1993
<CAPTION>
Fixed Guaranteed Stock Stock
Diversified Income Return Fund Fund Loan
Total Fund Fund Fund A B Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR: $2,411,270,106 $181,024,790 $174,563,613 $339,284,002 $1,323,302,193 $341,185,106 $51,910,402
INCOME:
Earnings from Investments:
Dividends 65,587,971 4,540,341 48,522,042 12,525,588
Interest 35,544,988 865,698 5,925,499 23,979,741 104,719 50,555 4,618,776
Net appreciation (depreci-
ation) in fair value of
investments 685,802,239 20,277,844 (5,107) 528,799,880 136,729,622
Total earnings from
investments 786,935,198 25,683,883 5,920,392 23,979,741 577,426,641 149,305,765 4,618,776
Contributions:
Employer 79,716,193 88,999 79,627,194
Participants 110,485,148 28,836,493 18,900,036 31,760,453 30,988,166
Total contributions 190,201,341 28,836,493 18,989,035 31,760,453 79,627,194 30,988,166
Total income 977,136,539 54,520,376 24,909,427 55,740,194 657,053,835 180,293,931 4,618,776
EXPENSE - Payments to parti-
cipants or beneficiaries 353,680,284 25,027,819 30,544,365 43,268,375 201,247,717 52,602,493 989,515
Net income (loss) 623,456,255 29,492,557 (5,634,938) 12,471,819 455,806,118 127,691,438 3,629,261
Net transfers between the funds 9,720,128 11,159,043 (10,065,807) (4,833,562) (12,615,767) 6,635,965
NET INCREASE (DECREASE) 623,456,255 39,212,685 5,524,105 2,406,012 450,972,556 115,075,671 10,265,226
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $3,034,726,361 $220,237,475 $180,087,718 $341,690,014 $1,774,274,749 $456,260,777 $62,175,628
See notes to financial statements.
-4-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1992
<CAPTION>
Fixed Guaranteed Stock Stock
<S> Diversified Income Return Fund Fund Loan
ASSETS Total Fund Fund Fund A B Fund
<C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING
OF YEAR $2,584,460,035 $166,469,932 $185,316,790 $346,785,451 $1,472,275,030 $371,997,007 $41,615,825
INCOME:
Earnings from Investments:
Dividends 66,130,762 4,455,919 49,190,358 12,484,485
Interest 41,150,600 960,279 8,535,357 27,348,913 156,980 75,853 4,073,218
Net (depreciation) appre-
ciation in fair value
of investments (57,392,286) 14,292,659 (55,199,477) (16,485,468)
Total earnings (loss)
from investments 49,889,076 19,708,857 8,535,357 27,348,913 (5,852,139) (3,925,130) 4,073,218
Contributions:
Employer 82,855,062 101,358 82,753,704
Participants 111,929,222 19,949,577 19,109,100 38,589,057 34,281,488
Total contributions 194,784,284 19,949,577 19,210,458 38,589,057 82,753,704 34,281,488
Total income 244,673,360 39,658,434 27,745,815 65,937,970 76,901,565 30,356,358 4,073,218
EXPENSE - payments to parti-
cipants or beneficiaries 417,863,289 30,304,839 41,913,057 60,217,065 222,472,032 55,755,500 7,200,796
Net income (loss) (173,189,929) 9,353,595 (14,167,242) 5,720,905 (145,570,467) (25,399,142) (3,127,578)
Net transfers between the funds 5,201,263 3,414,065 (13,222,354) (3,402,370) (5,412,759) 13,422,155
NET INCREASE (DECREASE) (173,189,929) 14,554,858 (10,753,177) (7,501,449) (148,972,837) (30,811,901) 10,294,577
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $2,411,270,106 $181,024,790 $174,563,613 $339,284,002 $1,323,302,193 $341,185,106 $51,910,402
See notes to financial statements.
-5-
</TABLE>
<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1993 AND 1992
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell International Corporation Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
a. General - The Plan is a defined contribution savings plan established by
Rockwell International Corporation (the "Company"). The Company's
Employee Benefit Plan Committee, the Plan's Administrative Committee and
the Plan Administrator control and manage the operation and
administration of the Plan. First Interstate Bank of California and
National Bank of Detroit serve as trustees for the Plan. The assets of
the Plan are managed by the trustees and other investment managers. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974.
The Plan is composed of six funds: the Diversified Fund, which invests
primarily in equity securities; the Fixed Income Fund, which invests in
fixed income securities; the Guaranteed Return Fund, which invests in
contracts with insurance companies providing a guarantee of principal
(backed by the general assets of the insurance company) and a specified
rate of interest; Stock Funds A and B, which invest in or hold the
Common Stock and the Class A Common Stock of the Company; and the Loan
Fund, representing outstanding participant loan balances.
b. Participation - Participation in the Plan is extended to substantially
all salaried employees of the Company who have been employed for 52
weeks. The Plan provides that eligible employees electing to become
participants can contribute to the Plan, through either payroll
deductions or deferrals at a specified percentage (ranging from 1% to
8%) of their base compensation (as defined in the Plan). Effetive
January 1, 1993, as described in Note 6, participants are eligible to
make a supplemental deduction or deferral contribution of 1% to 3% of
their base compensation, or 1% to 2% if such compensation exceeds a
specified amount.
Amounts contributed by employees pursuant to payroll deductions are
included in the participants' taxable income in the period of the
contribution. Amounts contributed by employees pursuant to payroll
deferral are excluded from the participants' taxable income until such
amounts are received by them as a distribution from the Plan.
The Plan provides that the Company, when extending the benefits of the
Plan to any employee of a component of the Company or an affiliated
company, may place such limitations as it deems appropriate on the
amount of compensation deferral contributions or on compensation
deduction contributions to comply with certain statutory limitations.
A participant who elects compensation deduction contributions may, upon
15 days' notice, revoke such election and elect instead to make
compensation deferral contributions effective on the first payroll
payment date following the expiration of the notice period. A
-6-
<PAGE>
<PAGE>
participant who has elected compensation deferral contributions may, by
giving notice to the Company in February or August of any year, revoke
such election and elect instead compensation deduction contributions
effective the first payroll payment date in April or October of that
year, respectively.
c. Investment Elections - A participant may elect to have his contributions
made (i) entirely to the Diversified Fund, the Fixed Income Fund, Stock
Fund B or the Guaranteed Return Fund or (ii) equally to any two of these
investment funds. Participants may change such investment elections for
future contributions in April and October of any year by giving notice
to the Company in February and August, respectively.
A participant may elect once per year (i) to have the total value of his
investment in the Diversified Fund converted to units in the Fixed
Income Fund or (ii) to have the total value of his investment in the
Fixed Income Fund converted to units in the Diversified Fund. The value
of such units will be determined as of the first valuation date
following such election. Such election shall have no effect on any
other election offered under the Plan.
Effective April 1, 1993, as described in Note 6, participants may
annually elect to transfer a percentage of their Stock Fund B account to
the Fixed Income Fund. The allowable annual transfer is 10% of the
Stock Fund B amount prior to reaching age 55, and 50% of the Stock
Fund B account thereafter.
A participant, upon attainment of age 65, may irrevocably elect to have
(i) the total value of his units in Stock Fund A and/or (ii) the total
value of his units in Stock Fund B converted to units in the Fixed
Income Fund. The value of such units will be determined on the first
valuation date following such election. All subsequent Company
contributions made to such participant's Company contributions account
would be invested in the Fixed Income Fund.
Participants' contributions to the Guaranteed Return Fund are invested
in contracts with Metropolitan Life Insurance Company, the Prudential
Insurance Company of America and New York Like Insurance Company with
various guaranteed annual returns to participants for the contract
periods. Such contracts guarantee the following annual returns:
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
April 1, 1988 - March 31, 1989 8.75% March 31, 1992
April 1, 1989 - March 31, 1990 9.05% March 31, 1993
April 1, 1990 - March 31, 1991 8.55% March 31, 1994
April 1, 1991 - March 31, 1992 8.50% March 31, 1995
April 1, 1992 - March 31, 1993 5.16% March 31, 1994
April 1, 1993 - March 31, 1994 5.25% March 31, 1996
April 1, 1994 - March 31, 1995 5.00% March 31, 1997
A participant with units in the Guaranteed Return Fund may irrevocably
elect, by providing a written notice at least 30 days prior to the
contract expiration date, to convert his interest in such contract
solely to units in the Diversified Fund or solely to units in the Fixed
-7-
<PAGE>
<PAGE>
Income Fund. Such conversion will be based on the value of units in
such respective Funds as of the date of such expiration, or the
valuation date immediately preceding the transfer of funds, whichever is
later.
d. Unit Values - Participants do not own specific securities or other
assets in the various Funds, but have an interest therein represented by
units valued as of the last business day of each month. However, voting
rights are extended to participants in proportion to their interest in
the Common Stock and Class A Common Stock held in Stock Funds A and B,
as represented by Common Units and Class A Units. Contributions to and
withdrawal payments from each fund are converted to units by dividing
the amounts of such transactions by the unit value as last determined,
and the participants' accounts are charged or credited with the number
of units properly attributable to each participant.
e. Contributions - The Company's contributions to the Plan equal 75% of the
participants' contributions (excluding contributions made to the
supplemental deferral or supplemental deduction accounts as discussed in
Note 6) subject to reductions as the result of forfeitures. Company
contributions are generally made to Stock Fund A in the form of cash,
Common Stock or any combination thereof. Active participants age 65 or
older may elect to transfer their balances in Stock Fund A to the Fixed
Income Fund. Based on this election, future Company contributions
applicable to these participants are made in cash directly to the Fixed
Income Fund.
f. Vesting - Amounts contributed by participants are fully vested at all
times. Amounts contributed through compensation deduction contributions
may be distributed at any time. However, amounts contributed through
compensation deferral contributions may be distributed to participants
only (i) upon termination of employment, (ii) upon attaining the age of
59-1/2 or (iii) upon demonstration by the participant to the
Administrative Committee that he is suffering from hardship as defined
in the Plan.
All Company contributions through September 30, 1988 became fully vested
effective October 1, 1988. Units attributable to all subsequent Company
contributions vest when a participant has completed five years of
continuous service, except that all units fully vest upon termination of
the Plan or upon a participant's (i) retirement, (ii) death, (iii)
layoff, (iv) termination of employment because of inability to meet
Company medical standards, (v) termination of employment in order to
enter the Armed Forces of the United States or to accept employment with
the Government of the United States, (vi) termination of employment in
connection with the divestiture of a component of the Company or (vii)
reaching age 65 while employed.
g. Benefit Claims Payable - Retiring participants may irrevocably elect at
any time during the 30-day period ending on the day immediately prior to
the effective date of their retirement to remain in the Plan without any
further contributions until January 1 of the calendar year following the
effective date of their retirement, at which time they shall be entitled
to receive their account balance valued as of the valuation date
immediately prior to such January 1. Terminated participants will
receive their vested benefits no later than 60 days after the end of the
-8-
<PAGE>
<PAGE>
plan year in which such termination occurs. Participants separating
from service who have not attained the age of 65 and who have an account
balance greater than $3,500 must provide written consent to the Plan
Administrator in order to receive their distribution before reaching age
65. At September 30, 1993 and 1992, the amounts of such benefit claims
payable to retired and terminated participants were approximately $18.7
million and $10.3 million, respectively.
h. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of a participant's account, as defined by
the Plan, represents a potential forfeiture. Such forfeitures reduce
subsequent Company contributions to the Plan. However, if upon
reemployment, the former participant fulfills certain requirements, as
defined in the Plan, the previously forfeited nonvested portion of the
participant's account will be restored through Company contributions.
i. Loans to Participants - The Plan provides for the granting and
administration of loans to participants. The participant may apply for
and obtain a loan in an amount as defined in the Plan (not less than
$1,000 and not greater than $50,000 or 50% of his vested account
balance) from the balance of his account. The loans can be repaid
through payroll deductions over the period of 12 to 60 months or up to
120 months for the purchase of a primary residence, or they can be
repaid in full at any time that is at least 12 months following the date
of the loan. Interest is charged at a rate equal to First Interstate
Bank of California's prime rate plus one percent. Payments of principal
and interest are credited to the participant's account. Also,
participants may have only one outstanding loan at a time.
j. Plan Termination - The Company has the power to suspend contributions to
the Plan or to terminate or modify the Plan from time to time. In the
event that the Plan is terminated or contributions by the Company are
discontinued, each participant's Company contributions account will be
fully vested. Benefits under the Plan will be provided solely from the
Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investment Securities - Investments in common stocks are
stated at fair value based upon closing sales prices reported on
recognized securities exchanges on the last business day of the fiscal
year or, for listed securities having no sales reported and for
unlisted securities, upon last reported bid prices on that date.
Investments in Class A Common Stock of the Company are stated at fair
value based upon the closing sales prices of the Common Stock into
which it is convertible. Investments in certificates of deposit, money
market funds and corporate debt instruments (commercial paper) are
stated at cost which approximates fair value.
b. Valuation of Guaranteed Annuity Contracts - The guaranteed annuity
contracts with insurance companies are valued at contract value (which
approximates fair value). Contract value represents contributions made
by participants, plus interest at the contract rates, less withdrawals
or transfers by participants.
c. Expenses - All costs and expenses of the Plan and its administration
except expenses incurred in the acquisition or disposition of
-9-
<PAGE>
<PAGE>
investments and certain insurance company fees which are netted in the
GIC rates, are paid by the Company.
3. UNIT VALUES
Participation units outstanding at September 30, 1993 and 1992 and
participants' equity per unit at the end of each quarter within the fiscal
years then ended are as follows:
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal year 1993 September 30 30 30 31 31
Diversified Fund 24,564,871 $8.910 $8.647 $8.523 $8.247
Fixed Income Fund 30,104,985 5.902 5.851 5.802 5.757
Guaranteed Return Fund:
5.25% Contract 81,044,117 1.027 1.013
5.16% Contract 86,561,475 1.079 1.064 1.051 1.038
8.50% Contract 66,149,762 1.228 1.203 1.178 1.154
8.55% Contract 60,607,785 1.338 1.310 1.283 1.257
9.05% Contract 1.420 1.390
Stock Fund A:
Common Stock 139,259,157 9.262 8.552 7.821 7.468
Class A Common Stock 51,070,512 9.247 8.541 7.803 7.451
Stock Fund B:
Common Stock 220,887,456 1.616 1.491 1.363 1.301
Class A Common Stock 58,043,378 1.629 1.505 1.375 1.313
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal year 1992 September 30 30 30 31 31
Diversified Fund 23,091,351 $7.815 $7.697 $7.557 $7.514
Fixed Income Fund 30,445,211 5.707 5.652 5.593 5.523
Guaranteed Return Fund:
5.16% Contract 84,487,460 1.025 1.012
8.50% Contract 76,967,325 1.130 1.107 1.084 1.063
8.55% Contract 69,494,544 1.231 1.206 1.181 1.156
9.05% Contract 57,786,648 1.360 1.330 1.302 1.273
8.75% Contract 1.405 1.375
Stock Fund A:
Common Stock 141,563,350 6.574 5.967 6.091 7.059
Class A Common Stock 59,380,329 6.552 5.942 6.071 7.037
Stock Fund B:
Common Stock 229,036,192 1.146 1.040 1.062 1.229
Class A Common Stock 66,955,144 1.153 1.045 1.068 1.231
-10-
<PAGE>
<PAGE>
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of September 30, 1993 and 1992 are as follows:
Description of Investment 1993 1992
Rockwell International
Corporation Common Stock $1,657,913,868 $1,196,063,527
Rockwell International
Corporation Common Stock
Class A 571,422,528 467,577,869
5. TAX STATUS
The Plan obtained its latest determination letter in 1993, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter. The
Company believes that the Plan currently is designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code
and that, therefore, the Plan continues to qualify under Section 401(a) and
the related trust continues to be tax-exempt as of September 30, 1993.
Therefore, no provision for income taxes is included in the Plan's
financial statements.
6. PLAN AMENDMENT
During December 1992, the Board of Directors of the Company approved an
amendment to the Plan effective January 1, 1993. The amendment provides
that participants who contribute the maximum 8% of their base compensation
under provisions described in Note 1, part b, may also elect to have an
additional 1% to 3% of their base compensation, if they are non-highly
compensated and 1% to 2% of their base compensation if they are highly
compensated, contributed to a Supplemental Deferral Account or Supplemental
Deduction Account (as defined in the Plan). Such additional contributions
were allowed commencing April 1, 1993. Employees are "highly compensated"
if they earned more than $62,345 in 1993, which will be inflation-adjusted
in future years.
Also amended in December 1992, effective April 1, 1993, participants may
elect to transfer, one time per year, a percentage of their Stock Fund B
account to the Fixed Income Fund. Prior to reaching age 55, 10% of the
Stock Fund B balance may be transferred. After reaching age 55, and prior
to reaching age 65, 50% of the Stock Fund B balance may be transferred.
The Plan was amended, effective October 1, 1993, to provide for the payment
of all costs and expenses reasonably incurred in the administration of the
Plan from the assets of the Plan.
The Plan was also amended during 1993 to adopt the provisions of the
Unemployment Compensation Amendments of 1992.
-11-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
DIVERSIFIED FUND
Money Market Funds
*First Interstate Pacific American Fund U.S.
Bank of California Treasury $18,561,730 $18,561,730
*National Bank of NBD Master Trust
Detroit Money Market Treasury Fund 4,201,141 4,201,141
Total Money Market Funds 22,762,871 22,762,871
Demand Obligations
*National Bank of Detroit 13,118,117 13,118,117
Convertible Securities
Ericsson LM Tel Co. Subordinated debentures,
4.25%, dated 6/30/93,
matures 6/30/93 80,817 127,844
Common Stocks
Industrial
Abbott Laboratories Corp. 50,000 shares 582,515 1,368,750
Adobe System, Inc. 12,000 shares 239,153 219,000
Advanced Micro Devices Corp. 8,000 shares 240,824 211,000
Aluminum Co. of America 28,000 shares 1,793,660 1,879,500
Amax, Inc. 44,000 shares 988,275 973,500
American Brands Inc. 25,000 shares 507,454 812,500
American Home Products Corp. 40,000 shares 1,769,356 2,440,000
Amoco Corp. 8,000 shares 173,086 462,000
AMP, Inc. 22,000 shares 1,093,488 1,446,500
Anheuser Busch Cos., Inc. 30,000 shares 617,326 1,376,250
Archer Daniels Midland Co. 10,500 shares 245,530 234,937
Arvin Industries 10,000 shares 309,536 276,250
Atlantic Richfield Co. 6,000 shares 251,489 686,250
Baxter International, Inc. 61,000 shares 1,354,408 1,357,250
Belden Inc. 6,000 shares 85,500 85,500
Calmat Company 15,000 shares 417,277 255,000
-12-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
Capital Cities, ABC Inc. 1,800 shares $ 829,509 $1,038,600
Caterpillar, Inc. 34,000 shares 2,001,299 2,686,000
Caremark International, Inc. 7,750 shares 56,420 122,062
Chevron Corp. 18,000 shares 565,044 1,759,500
Coca Cola Company 130,000 shares 787,600 5,492,500
Corning, Inc. 24,000 shares 402,036 804,000
Deere & Company 10,000 shares 420,750 723,750
Digital Equipment Corp. 40,000 shares 2,231,755 1,470,000
Dow Chemical Co. 22,500 shares 1,257,865 1,316,250
Dresser Industries, Inc. 13,000 shares 284,983 277,875
Du Pont E I Nemours & Co. 68,000 shares 2,333,989 3,162,000
Eastman Kodak 30,000 shares 1,303,140 1,781,250
Eaton Corporation 21,400 shares 565,356 1,088,725
Eli Lilly & Co. 31,200 shares 1,821,416 1,560,000
Emerson Electric Co. 10,000 shares 586,850 588,750
Engelhard Corp. 12,000 shares 280,559 316,500
Ericsson L M Telephone Co. 62,000 shares 1,510,741 3,332,500
Exxon Corp. 32,000 shares 1,644,130 2,096,000
FMC Corporation 8,000 shares 375,099 393,000
Ford Motor Company 55,000 shares 1,359,310 3,038,750
General Electric Co. 38,000 shares 1,036,020 3,643,250
General Motors Corporation 27,000 shares 985,977 1,127,250
Georgia Pacific Corp. 10,500 shares 649,393 653,625
Gillete Company 25,000 shares 1,452,290 1,437,500
Grace W R & Company 10,000 shares 395,862 346,250
Harcourt General, Inc. 36,000 shares 791,672 1,615,500
Harnischfeger Industries 16,000 shares 298,958 310,000
Harsco Corp. 30,000 shares 843,453 1,301,250
H J Heinz Company 35,000 shares 810,404 1,246,875
Hewlett Packard Co. 9,000 shares 504,709 615,375
Intel Corp. 55,750 shares 774,007 3,944,312
Johnson & Johnson 46,000 shares 1,650,685 1,811,250
K Mart Corporation 40,000 shares 670,188 970,000
Kellogg Company 36,000 shares 740,569 1,782,000
Knight Ridder, Inc. 2,500 shares 139,725 130,625
Lockheed Corp. 20,000 shares 862,913 1,270,000
LSI Logic Corp. 40,000 shares 314,396 675,000
Manpower, Inc. 85,000 shares 1,243,443 1,328,125
May Department Stores Co. 45,000 shares 792,895 1,957,500
Medtronic, Inc. 15,000 shares 298,862 1,016,250
Merck & Co., Inc. 80,000 shares 1,477,890 2,460,000
Minnesota Mining & Mfg. 20,800 shares 1,271,664 2,139,800
Mobil Corp. 28,000 shares 775,613 2,285,500
-13-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
Monsanto Company 10,000 shares $ 572,615 $ 655,000
Morrison Knudsen Corp. 16,000 shares 359,498 398,000
Motorola, Inc. 34,550 shares 842,336 3,489,550
National Semiconductor Corp. 55,000 shares 483,619 1,141,250
News Corporation Ltd. 15,000 shares 522,510 845,624
Northrop Corp. 30,000 shares 766,964 1,053,750
Olin Corporation 15,000 shares 670,935 633,750
J C Penny Company 20,000 shares 535,220 937,500
Pennzoil Co. 12,000 shares 251,134 762,000
Pepsico, Inc. 75,000 shares 889,159 2,943,750
Perkin Elmer Co. 14,000 shares 511,745 441,000
Pfizer Inc. 30,000 shares 2,143,150 1,785,000
Phelps Dodge Corporation 15,000 shares 692,625 596,250
Phillip Morris Companies, Inc. 90,000 shares 1,048,785 4,128,750
Polaroid Corporation 32,000 shares 1,063,267 1,080,000
PPG Industries, Inc. 15,000 shares 290,213 978,750
Price Company 4,500 shares 154,838 170,437
Proctor & Gamble Co. 40,000 shares 643,818 1,900,000
Puritan Bennett Corp. 12,000 shares 319,242 204,000
Reader's Digest Association, Inc. 15,000 shares 607,425 566,250
Sara Lee Corp. 50,000 shares 1,312,185 1,181,250
Santa Anita Reality Enterprises 15,000 shares 266,294 286,875
Schlumberger Limited 10,000 shares 632,024 666,250
Scott Paper Company 16,000 shares 521,850 522,000
Sears Roebuck & Co. 21,000 shares 568,549 1,131,375
Sony Corporation 5,500 shares 183,048 234,437
Stratus Corporation, Inc. 13,000 shares 443,047 315,250
Sunstrand Corporation 8,000 shares 305,281 309,000
Tandem Computers, Inc. 104,000 shares 1,506,033 1,274,000
Tektronix, Inc. 11,000 shares 165,752 264,000
Tele Communication, Inc. 25,000 shares 387,996 625,000
Teledyne, Inc. 40,000 shares 897,200 1,100,000
Temple-Inland, Inc. 27,942 shares 560,522 1,145,622
Texas Instruments, Inc. 39,500 shares 1,428,208 2,982,250
Timken Company 15,000 shares 474,326 446,250
Toys R Us 15,000 shares 572,775 553,125
Union Camp Corp. 20,000 shares 765,586 847,500
United States Shoe Corp. 12,000 shares 150,600 123,000
United Technologies Corp. 15,000 shares 547,320 832,500
Unitrin, Inc. 17,090 shares 59,929 756,232
Unocal Corp. 39,500 shares 1,020,691 1,115,875
Upjohn Company 59,500 shares 1,933,280 1,695,750
USX US Steel Group 25,000 shares 663,751 800,000
-14-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
Walgreen Company 15,000 shares $ 605,670 $ 560,625
Wal Mart Stores, Inc. 35,000 shares 923,700 861,875
Walt Disney Company 25,000 shares 637,937 943,750
Warner Lambert Co. 12,000 shares 438,875 793,500
Westvaco Corp. 20,000 shares 602,795 675,000
Weyerhaeuser Co. 25,000 shares 620,750 1,018,750
Whirlpool Corp. 20,000 shares 549,038 1,177,500
Xerox Corporation 20,000 shares 1,181,229 1,462,500
Total Industrial $84,363,655 $132,611,088
Transportation
American President Co., Ltd. 20,000 shares 602,143 960,000
AMR Corp. 32,250 shares 1,900,434 2,100,281
Canadian Pacific Ltd. 21,000 shares 255,141 330,750
CSX Corporation 14,000 shares 343,247 1,086,750
Delta Air Lines, Inc. 22,000 shares 1,329,995 1,146,750
Federal Express Corp. 55,000 shares 2,532,633 3,403,125
Norfolk Southern Corp. 28,000 shares 1,169,932 1,911,000
Skyline Corp. 20,000 shares 366,010 337,500
Total Transportation 8,499,535 11,276,156
Public Utilities
American Telephone & Telegraph 25,000 shares 1,103,285 1,471,875
Central Maine Power Co. 35,000 shares 683,211 778,750
Communications Satellite Corp. 60,000 shares 989,401 1,710,000
Detroit Edison Co. 20,000 shares 346,518 687,500
Peoples Energy Corp. 35,000 shares 569,744 1,115,625
Telephone & Data Systems Inc 7,500 shares 294,225 395,625
Texas Utilities Co. 15,000 shares 399,349 688,125
U. S. West, Inc. 20,000 shares 531,290 985,000
Total Pubic Utilities 4,917,023 7,832,500
Finance
AETNA Life & Casualty Co. 20,000 shares 1,138,128 1,200,000
American Express Company 35,000 shares 860,846 1,255,625
-15-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
American General Corp. 65,064 shares $ 1,221,168 $ 2,130,846
AON Corp. 20,000 shares 463,500 1,115,000
Argonaut Group, Inc. 21,054 shares 155,076 700,045
Bankamerica Corp. 6,000 shares 280,093 264,000
Bankers Trust New York Corp. 16,000 shares 692,466 1,280,000
Beneficial Corp. 16,000 shares 289,281 927,000
Citicorp 23,000 shares 786,640 876,875
Federal National Mortgage Assoc. 14,000 shares 1,126,435 1,102,500
First Bank System, Inc. 35,000 shares 721,927 1,163,750
Geico Corp 2,500 shares 131,173 136,875
General RE Corp. 9,500 shares 865,517 1,168,500
Great Western Financial Corp. 45,000 shares 806,090 883,125
H F Ahmanson & Co. 45,000 shares 830,225 894,375
Household International, Inc. 14,000 shares 353,829 1,090,250
J P Morgan & Co. 15,000 shares 264,830 1,175,625
Lincoln National Corp. 26,000 shares 604,325 1,215,500
Marsh & McLennan Companies Inc. 7,500 shares 633,872 654,375
Merrill Lynch & Company 12,000 shares 766,848 1,176,000
Nationsbank Corporation 13,500 shares 685,522 695,250
Transamerica Corp. 20,000 shares 668,621 1,172,500
Wells Fargo & Co. 10,000 shares 551,505 1,263,750
Total Finance 14,897,917 23,541,766
Foreign
British Telecommunication
PLC AD 15,000 shares 881,758 990,000
Hanson PLC Sponsored ADR 45,000 shares 623,775 826,875
Reuters Holdings PLC ADR 13,000 shares 570,843 898,625
Royal Dutch Petroleum Company 31,000 shares 1,597,451 3,150,380
Ultramar Corp. 50,000 shares 851,580 1,250,000
Vodafone Group PLC Sponsored ADR 14,000 shares 877,179 1,069,250
Total Foreign 5,402,586 8,185,130
Total Common Stock 118,062,716 183,446,640
TOTAL INVESTMENTS - Diversified Fund $154,024,521 $219,455,472
-16-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
FIXED INCOME FUND
Certificates of Deposit
American Express $5,000,000 par value,
Cent. Bank 3.21875% due October 15, 1993 $5,000,000 $5,000,000
American Express $5,000,000 par value, 3.1875%,
Cent. Bank due October 4, 1993 5,000,000 5,000,000
American Express $5,000,000 par value, 3.1875%,
Cenral Bank due October 29, 1993 5,000,000 5,000,000
Bank of Hawaii $10,000,000 par value, 3.15625%,
due November 18, 1993 10,000,000 10,000,000
Bank of Hawaii $5,000,000 par value, 3.15625%,
due December 18, 1993 5,000,000 5,000,000
Commerica $15,000,000 par value, 3.21875%,
due October 20, 1993 15,000,000 15,000,000
First Deposit Bank $5,000,000 par value, 3.46%,
due January 14, 1994 5,000,000 5,000,000
First Deposit Bank $5,000,000 par value, 3.5%,
due February 7, 1994 5,000,000 5,000,000
Harris Bank $10,000,000 par value, 3.2175%,
due October 6, 1993 10,000,000 10,000,000
Huntington National $5,000,000 par value, 3.375%,
Bank due February 2, 1994 5,000,000 5,000,000
Nations Bank $5,000,000 par value, 3.280%,
due January 18, 1994 5,000,000 5,000,000
Nations Bank $10,000,000 par value, 3.340%,
due December 30, 1993 10,000,000 10,000,000
*National Bank of $5,000,000 par value, 3.1%,
Detroit due October 19, 1993 5,000,750 5,000,750
-17-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
FIXED INCOME FUND
Certificates of Deposit
*National Bank of $10,000,000 par value, 3.180%,
Detroit due October 1, 1993 $10,000,000 $10,000,000
Rep National Bank $5,000,000 par vale, 3.180%,
due January 18, 1994 5,000,735 5,000,735
Wachovia Georgia $10,000,000 par value, 3.250%,
due February 4, 1994 10,000,000 10,000,000
Total Certificates of Deposit $115,001,485 $115,001,485
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury 3,103,776 3,103,776
Commercial Paper
Corestates $6,073,557 par value, 3.210%,
due February 23, 1994 5,977,701 5,977,701
Federal Farm $5,000,000 par value,
due December 8, 1993 4,951,933 4,951,933
Federal HM $5,000,000 par value,
due January 27, 1994 4,932,400 4,932,400
Federal National Mtg. $5,000,000 par value,
due January 10, 1994 4,933,730 4,933,730
Federal National Mtg. $5,000,000 par value,
due December 23, 1993 4,922,222 4,922,222
US Bank of Washington $5,000,000 par value, 3.1%,
due October 27,1993 2,954,791 2,954,791
Total Commercial Paper 28,672,777 28,672,777
-18-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
Corporate Bonds
First National Bank $10,000,000 par value, 3.3%,
Chicago due January 21, 1994 $10,000,000 $10,001,400
Huntington National $7,000,000 par value, 3.2%,
Bank due February 3, 1994 6,994,064 6,998,040
JP Morgan $5,000,000 par value, 3.7%,
due January 14, 1994 5,008,150 5,003,150
$10,000,000 par value, 3.250%,
due November 11, 1993 10,000,389 10,002,500
Total Corporate Bonds 32,002,603 32,005,090
TOTAL INVESTMENTS - Fixed Income Fund $178,780,641 $178,783,128
GUARANTEED RETURN FUND
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury 1,086,832 1,086,832
Group Annuity Contracts
GIC Prudential Insurance Contract No. 6398-211, 8.550% 81,559,925 81,559,925
GIC Prudential Insurance Contract No. 6398-212, 8.50% 81,813,089 81,813,089
GIC Prudential Insurance Contract No. 6398-215, 5.160% 94,130,212 94,130,212
New York Life Contract No. 06719, 5.250% 83,097,910 83,097,910
Total Group Annuity Contracts 340,601,136 340,601,136
TOTAL INVESTMENTS - Guaranteed Return Fund $341,687,968 $341,687,968
-19-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
STOCK FUND A
Common Stocks - Domestic
*Rockwell International
Corporation 36,051,375 shares $697,225,417 $1,298,360,700
*Rockwell International
Corporation - Class A 13,218,142 shares 126,015,356 475,853,112
Total Common Stock 823,240,773 1,774,213,812
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury 554,534 554,534
TOTAL INVESTMENTS - Stock Fund A $823,795,307 $1,774,768,346
STOCK FUND B
Common Stocks - Domestic
*Rockwell International
Corporation 9,986,488 shares $216,164,472 $ 359,553,168
*Rockwell International
Corporation-Class A 2,654,706 shares 31,419,475 95,569,416
Total Common Stock 247,583,947 455,122,584
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury 1,170,437 1,170,437
TOTAL INVESTMENTS - Stock Fund B $248,754,384 $456,293,021
-20-<PAGE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1993
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par
or similar party or maturity value Cost Current Value
LOAN FUND
*Loans to Participants
Loans Various loans; 7.5% to 11%,
due 12 to 120 months from
date of loan $62,116,067 $62,116,067
Money Market Funds
*First Interstate Bank Pacific American Fund U.S.
of California Treasury 59,429 59,429
TOTAL INVESTMENTS - Loan Fund $62,175,496 $62,175,496
TOTAL INVESTMENTS - ALL FUNDS $1,809,218,317 $3,033,163,431
*Party-in-interest
-21-<PAGE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1993
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
<CAPTION>
Column A Column B Column C Column D Column E Column F Column G
<S> <C> <C> <C> <C> <C> <C>
Total
Identity of Number of Number of Dollar Value Total Dollar Net Gain
Party Involved Description of Asset Purchases Sales of Purchases Value of Sales or (Loss)
National Bank of Detroit Money Market Fund 314 138 $ 22,671,572 $ 24,710,473 $
First Interstate Pacific American Fund
Bank of California U.S. Treasury 541 721 689,289,096 676,026,077
Rockwell International
Corporation Common Stock 407 4 156,128,500 8,510,482 3,183,923
-22-
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed by the
undersigned, hereunto duly authorized.
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 22, 1994
S-1<PAGE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-32662 of Rockwell International Corporation on Form S-8 of our report
dated December 13, 1993, appearing in this Annual Report on Form 11-K of the
Rockwell International Corporation Savings Plan for the year ended
September 30, 1993.
Deloitte & Touche
Pittsburgh, Pennsylvania
March 22, 1994
S-2
