<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, 1994
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN FOR CERTAIN
REPRESENTED HOURLY EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN FOR CERTAIN
REPRESENTED HOURLY EMPLOYEES
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1994 AND 1993 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
SEPTEMBER 30, 1994 AND 1993 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 10
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1994 11 - 13
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1994 14 - 15
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Rockwell International Corporation Savings Plan
for Certain Represented Hourly Employees 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
for Certain Represented Hourly Employees (the "Plan") as of September 30, 1994
and 1993, 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 required 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, by fund and in total,
in all material respects, the net assets available for benefits of the Plan as
of September 30, 1994 and 1993, and the changes in its 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, 1994, and (2)
transactions in excess of five percent of the current value of plan assets for
the year ended September 30, 1994 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 and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
March 17, 1995
DELOITTE & TOUCHE
Pittsburgh, Pennsylvania
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1994
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
CASH $ 241 $ 107 $ 61 $ 47 $ 26
INVESTMENTS:
Rockwell International
Corporation common stock 8,269 8,017 $ 252
Value of interest in
registered investment
companies 4,197 4,197
Money market funds 4,360 85 4,139 118 18
Interest in guaranteed
investment contract trusts 8,187 8,187
Loans to participants 1,131 $ 1,131
Total investments 26,144 8,272 4,139 8,135 252 4,215 1,131
RECEIVABLE - Income 14 14
TOTAL ASSETS 26,399 8,393 4,200 8,182 252 4,241 1,131
LIABILITY - Purchases pending
settlement 14 14
NET ASSETS AVAILABLE
FOR BENEFITS $26,385 $ 8,379 $ 4,200 $ 8,182 $ 252 $ 4,241 $ 1,131
See notes to financial statements.
</TABLE>
-2-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1993
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Rockwell International
Corporation common stock $9,056 $ 8,749 $ 307
Value of interest in
registered investment
companies 3,805 $ 3,805
Money market funds 4,493 $ 45 $ 4,429 19
Interest in guaranteed
investment contract trusts 8,515 8,515
Loans to participants 1,054 $ 1,054
Total investments 26,923 8,560 4,429 8,768 307 3,805 1,054
RECEIVABLES:
Income 16 16
Other 183 32 17 25 42 67
Total receivables 199 48 17 25 42 67
TOTAL ASSETS 27,122 8,608 4,446 8,793 307 3,847 1,121
LIABILITY - Purchases
pending settlement 71 16 24 31
NET ASSETS AVAILABLE FOR
BENEFITS $27,051 $ 8,592 $ 4,446 $ 8,769 $ 307 $ 3,816 $ 1,121
See notes to financial statements
</TABLE>
-3-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1994
($ IN THOUSANDS)
<CAPTION> Guaranteed Money Rockwell Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR $27,051 $ 8,592 $ 4,446 $ 8,769 $ 307 $ 3,816 $ 1,121
INCOME:
Earnings from Investments:
Dividends 250 242 8
Net investment income from
registered investment companies 140 140
Interest 218 3 146 12 2 55
Net investment income from
guaranteed investment
contract trusts 424 424
Net depreciation in fair
value of investments (517) (419) (13) (85)
Total earnings
from investments 515 427 146 (165) (5) 57 55
Participant Contributions 4,234 1,479 796 1,255 704
Total income (loss) 4,749 1,906 942 1,090 (5) 761 55
EXPENSES - Payments to
participants or beneficiaries 5,415 1,960 915 1,659 42 592 247
Net income (loss) (666) (54) 27 (569) (47) 169 (192)
Net transfers between the funds (159) (273) (18) (8) 256 202
NET INCREASE (DECREASE) (666) (213) (246) (587) (55) 425 10
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $26,385 $ 8,379 $ 4,200 $ 8,182 $ 252 $ 4,241 $ 1,131
See notes to financial statements.
</TABLE>
-4-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1993
($ IN THOUSANDS)
<CAPTION>
Guaranteed Money Rockwell Rockwell
<S> Investment Market Common Class A Equity Loan
ASSETS Total Fund Fund Stock Fund Stock Fund Fund Fund
<C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR $22,606 $ 7,997 $ 4,280 $ 6,250 $ 281 $ 2,901 $ 897
INCOME:
Earnings from Investments:
Dividends 240 231 9
Net investment income from
registered investment companies 139 139
Interest 199 128 1 70
Net investment income from
guaranteed investment
contract trusts 497 497
Net appreciation in fair
value of investments 2,940 2,456 95 389
Total earnings
from investments 4,015 497 128 2,688 104 528 70
Participant Contributions 4,301 1,651 862 1,234 554
Total income 8,316 2,148 990 3,922 104 1,082 70
EXPENSES - Payments to
participants or beneficiaries 3,871 1,387 777 1,119 64 341 183
Net income (loss) 4,445 761 213 2,803 40 741 (113)
Net transfers between the funds (166) (47) (284) (14) 174 337
NET INCREASE 4,445 595 166 2,519 26 915 224
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $27,051 $ 8,592 $ 4,446 $ 8,769 $ 307 $ 3,816 $ 1,121
See notes to financial statements.
</TABLE>
-5-<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1994 AND 1993
1. DESCRIPTION OF THE PLAN
The following description of the Rockwell International Corporation Savings
Plan for Certain Represented Hourly Employees (the "Plan") is provided for
general information purposes only. Participants should refer to the Plan
document for more complete information.
a. General - The Plan is a defined contribution savings plan 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. Mellon Bank, N.A. serves as the trustee for
the Plan. The assets of the Plan are managed by both the trustee and
other investment managers. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
The Plan currently provides several investment funds in which
contributions to the Plan may be invested. These are the Equity Fund,
which may invest in real or personal property, including corporate
obligations and common and preferred stock; the Guaranteed Investment
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; the Money Market Fund, which
invests in federal, state or local government debt instruments; the Loan
Fund, which represents the outstanding balance of participants' loans
from their accounts; and the Rockwell Common Stock Fund, which invests
in Common Stock of the Company. The Plan also maintains the Rockwell
Class A Stock Fund, which consists of the Company's Class A Common Stock,
which was distributed by the Company in 1987 in connection with a stock
dividend. Cash dividends on Common Stock and Class A Common Stock and
cash contributed for investment in the Company's Common Stock are held
in the Rockwell Common Stock Fund. All cash contributions to the
Rockwell Common Stock Fund are invested in the Company's Common Stock.
b. Participation - The Plan is extended to employees on hourly payrolls of
the Company who are covered under collective bargaining agreements with
the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America and its Locals Nos. 887, 952, 1519 and 1558
(the "Union") and have been employed by the Company for six months. The
Plan provides that employees electing to participate may currently
contribute to the Plan through payroll deferrals at a specified
percentage (ranging from 1% to 8%) of base compensation as defined in the
Plan. Such contributions are excluded from the participants' taxable
income until such amounts are received by them as a distribution from the
Plan.
The Plan also provides that certain limitations may be imposed on
compensation deferral contributions in order to comply with statutory
-6-<PAGE>
b. limitations. An employee may change the contribution percentage or
suspend contributions at any time upon 15 days' notice, and may resume
making contributions at any time upon 15 days' written notice.
c. Investment Elections - A participant may elect, and during the months of
February and August may change such investment election, to have the
compensation deferral contributions made (i) entirely to the Equity Fund;
(ii) entirely to the Guaranteed Investment Fund; (iii) entirely to the
Money Market Fund; (iv) entirely to the Rockwell Common Stock Fund or (v)
one-half to the Money Market Fund and one-half to the Rockwell Common
Stock Fund.
Participants' contributions under the Guaranteed Investment Fund are paid
to insurance companies under contracts pursuant to which the
contributions are invested by the insurance companies with various
guaranteed annual returns for specified periods of time or until such
time as the contracts may be terminated. Such contracts guarantee the
following returns:
Period of Annual Contract
Contributions Return Expiration Date
October 1, 1990 -
September 30, 1991 8.28% September 30, 1993
October 1, 1991 -
September 30, 1992 6.48% September 30, 1994
October 1, 1992 -
September 30, 1993 4.39% September 30, 1995
October 1, 1993 -
September 30, 1994 4.39% September 30, 1996
October 1, 1994 -
September 30, 1995 6.90% September 30, 1997
d. Unit Values - Participants in the various investment funds do not own
specific securities or other assets in such Funds, but they have an
interest therein represented by units valued each month on the "Valuation
Date," which is generally the last stock-trading day of the month.
Between valuation dates, contributions to and withdrawal payments from
each Fund are converted to units by dividing the amount of such
transactions by the unit value as last determined, and the participants'
accounts are charged or credited, as the case may be, with the number of
units properly attributable to each participant. Voting rights are
extended to participants in proportion to their ownership interest in the
Rockwell Common Stock Fund and the Rockwell Class A Stock Fund.
e. Vesting - Participants are fully vested in their accounts at all times.
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 there is hardship as
defined in the Plan.
-7-<PAGE>
f. 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
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, 1994 and 1993, the amounts of such benefit claims
payable to retired and terminated participants were approximately
$617,000 and $340,000, respectively.
g. Loans to Participants - A determination was made by the Plan
Administrator to resume the loan program which had been suspended
October 1, 1988 pending clarification of final IRS regulations. In June
1990, the Plan Administrator approved Appendix C to the Plan which
defines the specific procedures, terms and conditions for the granting
and administration of loans to participants. These procedures allow a
participant to 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 the
participant's account balance) from the balance of his account. Interest
is charged at a rate equal to First Interstate Bank of California's prime
rate plus 1%. The loans can be repaid through payroll deductions over
periods ranging from 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.
Payments of principal and interest will be credited to the participant's
account. Participants may have only one outstanding loan at a time.
Amounts due on loans to participants who have terminated during the year
are reflected as benefit payments in the loan fund.
h. Plan Termination - The Company has the right to terminate or modify the
Plan from time to time. Benefits under the Plan shall be provided solely
from the Plan assets.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Valuation of Investment Securities - Investments in the Company's common
stock are stated at fair value based upon closing sales prices reported
on recognized securities exchanges on the last business day of the fiscal
year. Investments in Class A Common Stock of the Company are stated at
fair market value based upon the closing sales price of the Company's
Common Stock into which it is convertible.
b. Valuation of Interest in Registered Investment Companies - The Plan's
interest in registered investment companies represents investments in
Vanguard mutual funds. The Vanguard mutual funds are stated at
redemption value, which approximates fair value.
c. Valuation of Guaranteed Investment Contract Trusts - The guaranteed
investment contract trusts are valued at contract value (which
-8-<PAGE>
c. approximates fair value). Contract value represents contributions made
by participants, plus interest at the contract rates, less withdrawals
or transfers by participants.
d. Valuation of Money Market Funds - Investments in money market funds are
stated at cost which approximates fair value.
e. Expenses - All costs and expenses of the Plan and its administration,
except investment management fees and expenses incurred in the
acquisition or disposition of investments, are paid by the Company.
3. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for benefits
as of September 30, 1994 and 1993 are as follows ($ in thousands):
Description of Investment 1994 1993
Vanguard G.I.C. 4-90, 8.28% $2,325
Vanguard G.I.C. 4-91, 6.48% $2,560 2,992
Metropolitan Life Insurance Company
G.I.C. 13285, 4.39% 2,537 3,199
Prudential Asset Management Group
G.I.C. 7693, 4.39% 3,090
Vanguard Money Market Reserves
Federal Portfolio Fund 4,108 4,429
Rockwell International Corporation
Common Stock 8,017 8,749
Vanguard Group Windsor II Mutual Fund 4,197 3,806
4. TAX STATUS
The Plan obtained its latest determination letter in 1987, 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. Rockwell
believes that the Plan is currently 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, 1994.
Therefore, no provision for income taxes is included in the Plan's financial
statements.
-9-<PAGE>
<TABLE>
5. UNIT VALUES
Participation units outstanding at September 30, 1994 and 1993 and
participants' equity per unit at the end of each quarter within the
fiscal years then ended are as follows:
<CAPTION> Units
Outstanding Participants' Equity Per Unit
Fiscal Year 1994 September 30 September 30 June 30 March 31 December 31
<S> <C> <C> <C> <C> <C>
Equity Fund 199,364 $20.91 $20.30 $19.78 $20.65
Guaranteed Investment
Fund:
6.48% Contract 2,054,062 1.22 1.20 1.18 1.16
4.39% Contract 2,306,302 1.09 1.08 1.07 1.05
4.39% Contract 2,962,501 1.06 1.04 1.03 1.01
Money Market Fund 3,557,102 1.17 1.16 1.14 1.14
Rockwell Common
Stock Fund 715,220 11.36 12.39 13.13 12.31
Rockwell Class A
Stock Fund 24,858 10.04 10.87 11.62 10.87
Units
Outstanding Participants' Equity Per Unit
Fiscal Year 1993 September 30 September 30 June 30 March 31 December 31
Equity Fund 183,483 $20.60 $19.54 $19.38 $18.18
Guaranteed Investment
Fund:
4.39% Contract 3,067,898 1.04 1.03 1.02 1.01
6.48% Contract 2,590,459 1.14 1.12 1.10 1.09
8.28% Contract 1,844,898 1.25 1.23 1.20 1.18
Money Market Fund 3,883,752 1.13 1.12 1.11 1.10
Rockwell Common
Stock Fund 729,452 11.93 11.02 10.08 9.61
Rockwell Class A
Stock Fund 28,870 10.55 9.87 8.89 8.47
</TABLE>
6. NEW ACCOUNTING STANDARD
In September 1994, the American Institute of Certified Public Accountants
issued Statement of Position 94-4, "Reporting of Investment Contracts Held
by Health and Welfare Benefit Plans and Defined Contribution Pension Plans"
("SOP"), which is effective for plan years beginning after December 15,
1994. The SOP requires defined contribution plans to report investment
contracts at fair value. The Plan has not adopted the SOP at this time.
Plan management has not estimated the impact of adopting this SOP at this
time.
******
-10-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1994
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<S> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or Current
or similar party maturity value Cost Value
GUARANTEED INVESTMENT FUND
Interest in Guaranteed Investment Contract Trusts
Vanguard Fiduciary Trust Company Guaranteed Investment Contract Trust, No. G4-91, 6.48% $2,560 $ 2,560
Metropolitan GAC Guaranteed Investment Contract Trust, No. 13285, 4.39% 2,537 2,537
Prudential Contact Guaranteed Investment Contract Trust, No. 7693, 4.39% 3,090 3,090
Total guaranteed investment contract trusts 8,187 8,187
Money Market Funds
* Mellon Bank N.A. EB Temporary Investment Fund 85 85
Total investments - guaranteed investment fund $ 8,272 $ 8,272
MONEY MARKET FUND
Money Market Funds
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves
Federal Portfolio Fund $ 4,108 $ 4,108
* Mellon Bank N.A. EB Temporary Investment Fund 31 31
Total investments - money market fund $ 4,139 $ 4,139
</TABLE>
(Continued)
-11-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1994
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<S> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or
or similar party maturity value Cost Current Value
ROCKWELL COMMON STOCK FUND
Corporate Stock - Common
* Rockwell International Corporation 243,071 shares $ 5,993 $ 8,017
Money Market Funds
* Mellon Bank N.A. EB Temporary Investment Fund 118 118
Total investments - Rockwell Common Stock Fund $ 6,111 $ 8,135
ROCKWELL CLASS A STOCK FUND
Rockwell International Corporation
DEL Class A 7,343 shares $ 206 $ 251
* Rockwell International DEL COM 32 shares 1 1
Total investments - Rockwell Class A Stock Fund $ 207 $ 252
</TABLE>
(Continued)
-12-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1994
($ IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
<S> <C> <C> <C>
Description of investment, including
Identity of issue, collateral, rate of interest,
borrower, lessor maturity date, par or
or similar party maturity value Cost Current Value
EQUITY FUND
Shares of Registered Investment Company
Vanguard Fiduciary Trust Company Vanguard Group Windsor II Mutual Fund $ 3,744 $ 4,197
Money Market Funds
* Mellon Bank N.A. EB Temporary Investment Fund 18 18
Total investments - Equity Fund $ 3,762 $ 4,215
LOAN FUND
* Loans to participants Various loans $ 1,131 $ 1,131
Total investments - Loan Fund $ 1,131 $ 1,131
TOTAL INVESTMENTS - ALL FUNDS $23,622 $26,144
* Party-in-interest
</TABLE>
-13-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1994
SINGLE TRANSACTIONS INVOLVING AN AMOUNT IN EXCESS
OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
($ IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN F
<S> <C> <C> <C> <C> <C> <C>
Current
Identity of Purchase Selling Cost of Value of Net Gain
Party Involved Description of Asset Price Price Asset Asset or (Loss)
Vanguard Fiduciary Trust Company Guaranteed Investment $ 2,325 $ 2,325 $ 2,325 $ -
Contract No. 1991-G490
Prudential Contact Guaranteed Investment Contract, $23,156 23,156 23,156 -
No. 7693, 4.39%
</TABLE>
-14-<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED SEPTEMBER 30, 1994
SERIES TRANSACTIONS, WHEN AGGREGATED, INVOLVING AN AMOUNT
IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
($ IN THOUSANDS)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
<S> <C> <C> <C> <C> <C> <C>
Identity of Purchase Selling Cost of Current Value Net Gain
Party Involved Description of Asset Price Price Asset of Asset or (Loss)
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves
Federal Portfolio Fund $ 723 $ 723 $ 723 $ -
Vanguard Fiduciary Trust Company Vanguard Money Market Reserves
Federal Portfolio Fund $1,189 1,189 1,189 -
Mellon Bank, N.A. EB Temporary Investment Fund 5,354 5,354 5,354 -
Mellon Bank, N.A. EB Temporary Investment Fund 5,166 5,166 5,166 -
Vanguard Fiduciary Trust Company Vanguard Windor Fund II Portfolio 1,014 1,014 1,014 -
Vanguard Fiduciary Trust Company Vanguard Windor Fund II Portfolio 662 575 662 87
Prudential Contact Guaranteed Investment
Contract 7693, 4.39% 3,252 3,252 3,252 -
Prudential Contact Guaranteed Investment
Contract 7693, 4.39% 278 278 278 -
</TABLE>
-15-<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
FOR CERTAIN REPRESENTED HOURLY EMPLOYEES
By Alfred J. Spigarelli
Alfred J. Spigarelli
Plan Administrator
Date: March 27, 1995
S-1<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 2-99494 (as amended through Post-Effective Amendment No. 4 thereto) of
Rockwell International Corporation on Form S-8 of our report dated March 17,
1995, appearing in this Annual Report on Form 11-K of the Rockwell International
Corporation Savings Plan for Certain Represented Hourly Employees for the year
ended September 30, 1994.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 27, 1995
S-2