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 December 31, 1995
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR HOURLY EMPLOYEES
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 8
Item 27d - Schedule of Reportable Transactions 9
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
To the Allen-Bradley Savings and Investment Plan
for Hourly Employees and Participants:
We have audited the accompanying financial statements of the Allen-Bradley
Savings and Investment Plan for Hourly Employees, formerly known as the
Allen-Bradley Employee Savings Plan for Hourly Employees, as of December 31,
1995 and 1994 and for the years then ended, listed in the Table of Contents.
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, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, 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 supplemental schedules listed in
the Table of Contents 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 supplemental information by fund in the statement
of net assets available for benefits and the statement of changes in net
assets available for benefits is presented for the purpose of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of the individual funds. The
supplemental schedules and supplemental information by fund are the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing
procedures applied in our audit of the basic 1995 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.
Deloitte & Touche LLP
June 20, 1996
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
Statements of Net Assets Available for Benefits
December 31, 1995 and 1994
<CAPTION>
Supplemental Information by Fund
Non-Participant
Participant Directed Directed
Guaranteed Fixed Intermediate Rockwell
December 31, Return Income Diversified Term Bond Stock December 31,
<S> 1995 Fund Fund Fund Fund Loan Fund Fund A 1994
<C> <C> <C> <C> <C> <C> <C> <C>
Pooled insurance
contract fund $15,022,667 $15,022,667 $14,201,730
Pooled investment funds 1,369,891 $20,455 $1,255,041 $94,395
Money market fund 69,189 860 $ 706 $ 67,623
Participant loans 119,413 119,413
Common stock - Rockwell
International Corporation 359,180 359,180
Total investments 16,940,340 15,022,667 20,455 1,255,041 95,255 120,119 426,803 14,201,730
Contributions receivable 151,493 69,494 185 48,239 2,040 31,535 70,810
Interfund transfers (26,047) (335) (12,325) (2,719) 41,426
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $17,091,833 $15,066,114 $20,305 $1,290,955 $94,576 $161,545 $458,338 $14,272,540
See notes to financial statements.
</TABLE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
Statements of Changes In Net Assets Available For Benefits
Years Ended December 31, 1995 and 1994
<CAPTION>
Supplemental Information by Fund
Non-Par-
ticipant
Participant Directed Directed
Guaranteed Fixed Intermediate Rockwell
December 31, Return Income Diversified Term Bond Loan Stock December 31,
1995 Fund Fund Fund Fund Fund Fund A 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO PLAN ASSETS:
Earnings from investments:
Interest $ 1,034,236 $ 1,033,504 $ 732 $ 871,953
Dividends 554 554
Net appreciation (depreciation)
in fair value of investments 32,606 $ 121 $ (1,222) $ 1,005 32,702
Total investment
income (loss) 1,067,396 1,033,504 121 (1,222) 1,005 33,988 871,953
Contributions received or
receivable from:
Employer 947,009 521,956 425,053 599,151
Participants 2,173,594 2,101,678 2,675 64,153 5,088 1,760,570
Total contributions 3,120,603 2,623,634 2,675 64,153 5,088 425,053 2,359,721
Total additions 4,187,999 3,657,138 2,796 62,931 6,093 459,041 3,231,674
DEDUCTIONS FROM PLAN ASSETS -
Payments to participants or
beneficiaries 1,584,877 1,584,174 703 870,162
Net income 2,603,122 2,072,964 2,796 62,931 6,093 458,338 2,361,512
NET TRANSFERS BETWEEN FUNDS (1,406,628) 17,509 1,228,024 (450) $161,545
TRANSFERS FROM (TO)
RELATED PLANS 216,171 127,238 88,933 (199,279)
NET INCREASE 2,819,293 793,574 20,305 1,290,955 94,576 161,545 458,338 2,162,233
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 14,272,540 14,272,540 12,110,307
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $17,091,833 $15,066,114 $20,305 $1,290,955 $94,576 $161,545 $458,338 $14,272,540
See notes to financial statements.
</TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF PLAN
The following brief description of the Allen-Bradley Savings and Investment
Plan for Hourly Employees (the "Plan") is provided for general information
purposes only. Prior to October 1, 1995, the Plan's name was the Allen-
Bradley Employee Savings Plan for Hourly Employees. Participants should refer
to the Plan document for more complete information.
a. General - The Plan is a defined contribution savings plan established by
Allen-Bradley Company, Inc. (the "Company"). The Company is a wholly-
owned subsidiary of Rockwell International Corporation ("Rockwell"). The
Savings Plan Benefit Committee and the Plan Administrator control and
manage the operation and administration of the Plan. Effective
October 1, 1995, First Interstate Bank of California (the "Trustee")
became the trustee of the Plan assets. Prior to that time an officer of
the Company was trustee of the Plan assets. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
The Plan provides for four investment funds in which participant
contributions to the Plan may be invested. These are the Fixed Income
Fund, which invests primarily in debt securities with maturities of three
years or less; the Diversified Fund, which invests primarily in stocks,
bonds and other corporate securities, except those issued by Rockwell;
the Guaranteed Return Fund, which invests in insurance company contracts
providing a guarantee of principal and stated rate of interest for a
specified period; and the Intermediate Term Bond Fund, which invests in
U.S. Treasury and government agency bonds with intermediate maturities
averaging five years or less. Company contributions are invested in the
Rockwell Stock Fund A, which invests in common stock of Rockwell. Prior
to October 1, 1995, generally all contributions were invested in a pooled
guaranteed insurance contract fund. The operating results of such fund
prior to October 1, 1995 are included with the Guaranteed Return Fund for
1995.
b. Participation - The Plan provides that eligible employees electing to
become participants may contribute up to a maximum of 14% of
compensation, as defined in the Plan. Participant contributions can be
made either before or after U.S. federal taxation of a participant's
compensation. However, a participant's contribution on a before-tax
basis is limited to 9% of the participant's base compensation for non-
highly compensated participants and to 8% for highly compensated
participants. In addition, the Company contributes out of its current or
accumulated earnings and profits, but not otherwise, an amount equal to
50% of the total amount of participant contributions provided that such
amount shall not exceed an amount equal to 3% of compensation, less the
amount of any forfeitures as provided by the Plan. Effective October 1,
1995, the Plan was amended to provide for a variable Company match
ranging from 50% to 100% of a participant's contributions, provided that
such amount does not exceed 6% of a participant's base compensation. The
percentage match is determined based on consolidated net sales growth of
Rockwell Automation. Company contributions, effective October 1, 1995,
are made in the form of cash or common stock of Rockwell or any
combination thereof.
c. Investment Elections - Participants may elect to have their participant
contributions made to (i) the Fixed Income Fund; (ii) the Diversified
Fund; (iii) the Guaranteed Return Fund; (iv) the Intermediate Term Bond
Fund; or in 5% increments among any or all of the above funds. Company
contributions are made entirely to the Rockwell Stock Fund A.
Participants with units in the Guaranteed Return Fund may elect to
convert all or a part of their percentage interest in an insurance
contract into units in other funds as the insurance contracts held within
the Guaranteed Return Fund expire.
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 the month, which is generally the
last stock-trading day of the month. However, voting rights are extended
to participants in proportion to their interest in Rockwell Common Stock
held in Stock Fund A, as represented by common units. 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.
e. Vesting - Each participant is fully vested at all times in the portion of
a participant's account which relates to the participant's contributions
and earnings thereon. Upon termination of employment, Participants may
receive their account balance, to the extent vested, in the form of a
lump sum payment, installment payments or an annuity contract from a
legal reserve life insurance company. Amounts contributed after
October 1, 1995 will no longer be distributed in the form of an annuity
contract from a legal reserve life insurance policy. Vesting in the
Company contribution portion of participant accounts plus actual earnings
thereon is based on years of credited service. A participant is 100
percent vested after five years of credited service. Partial vesting
occurs at a rate of 20% per year of credited service. Vesting prior to
October 1, 1995 was based on participation in the Plan. Participant
before-tax contributions can be withdrawn provided the participant has
either attained the age of 59-1/2 or is able to demonstrate financial
hardship.
f. Loans - A participant may 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 the participant's
account. Interest is charged at a rate equal to the 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 are credited to the participant's account.
Participants may have only one outstanding loan at a time.
g. Forfeitures - When certain terminations of participation in the Plan
occur, the nonvested portion of the participant's account represents a
forfeiture, as defined in the Plan. Forfeitures revert to the Company
and reduce the Company's contributions to the Plan. However, if the
participant is reemployed and fulfills certain requirements, as defined
in the Plan, the participant's account will be restored.
h. Benefit Claims Payable - Distributions and withdrawals from participant's
accounts may be made at any time effective October 1, 1995. Prior to
that time, distributions and withdrawals were made quarterly. As of
December 31, 1995 and December 31, 1994, net assets available for
benefits included benefits of $72,316 and $216,166, respectively, due to
participants who have withdrawn from participation in the Plan or who
have requested partial distributions.
i. Priorities Upon Termination of the Plan - The Company has the authority
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
employer 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. Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting.
b. Valuation of Pooled Insurance Contract Fund - The pooled insurance
contract fund is valued at the composite contract value of the guaranteed
investment contracts held in the fund. Contract value represents
contributions made by participants under the contracts, plus interest at
the contract rates, less withdrawals or transfers by participants. The
fair value of the Plan's investment in the Pooled Insurance Contract Fund
was approximately $15.3 million as of December 31, 1995.
c. Valuation of Pooled Investment Funds - The Plan's interest in pooled
investment funds represents investments in pooled investment funds in
which the Plan and other Company and Rockwell defined contribution plans
participate. The Plan's interest in the funds is carried at fair value
based on quoted market prices.
d. Valuation of Money Market Fund - Investments in a money market fund are
stated at fair value, which is equivalent to cost.
e. Valuation of Rockwell Common Stock - Investments in Rockwell 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.
f. Expenses - The Plan's expenses are paid by the Plan or the Company, as
provided by the Plan document.
g. Reclassifications - Certain 1994 amounts have been reclassified to
conform with the 1995 presentation.
3. INVESTMENTS
The Plan's investments which exceeded 5% of the Plan's net assets as of
December 31, 1995 and 1994 are as follows:
1995 1994
Guaranteed Return Fund
(Pooled Insurance Contract Fund) $15,022,667 $14,201,730
Diversified Fund (Pooled Equity Fund) 1,255,041
4. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1995 are as follows:
Participants
Units Outstanding Equity Per Unit
Guaranteed Return Fund 14,727,384 $1.023
Fixed Income Fund 17,370 1.169
Diversified Fund 1,252,139 1.031
Intermediate Term Bond Fund 92,000 1.028
Rockwell Stock Fund A 420,880 1.089
5. 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. The Plan
was not timely amended to bring it into compliance with the requirements of
the Tax Reform Act of 1986 and the Technical and Miscellaneous Revenue Act of
1988. The Company voluntarily requested to correct the defect under the
Closing Agreement Program of the Internal Revenue Service. Under this
program, the Company amended the Plan on September 28, 1995, to bring the
Plan into compliance. On June 11, 1996, the Company and the Internal Revenue
Service entered into a signed closing agreement in which the Internal Revenue
Service concluded that it will treat the Plan as having been timely amended
for purposes of the Tax Reform Act of 1986 and the Technical and
Miscellaneous Revenue Act of 1988 with respect to plan years beginning after
December 31, 1986. As part of the agreement, the Company paid $27,500 in
penalties.
Effective October 1, 1995, the Plan was amended and restated. The Company
has not yet received a determination letter for the amended and restated
plan. 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
December 31, 1995. Therefore, no provision for income taxes is included in
the Plan's financial statements.
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Column B Column C Column D Column E
Description of Investment, Including
Identity of Issue, Borrower, Collateral, Rate of Interest, Current
Lessor or Similar Party Maturity Date, Par or Maturity Value Cost Value
<S> <C> <C> <C>
Pooled Insurance Contract Fund:
Guaranteed Return Fund (1) Pooled insurance contract fund,
1,477,113 units $15,022,667 $15,022,667
Pooled Investment Funds:
Diversified Fund (1) Pooled equity fund, 123,340 units 1,257,124 1,255,041
Fixed Income Fund (1) Pooled income fund, 2,005 units 20,338 20,455
Intermediate Term Bond Fund (1) Pooled bond fund, 9,009 units 93,390 94,395
Total Pooled Investment Funds 1,370,852 1,369,891
* Rockwell International Corporation -
Common Stock Common stock, 6,793 shares 326,296 359,180
* Loans to Participants Notes, 9.75%, due 12 to 60 months
from date of loan 119,413 119,413
Money Market Funds:
*First Interstate Bank of California Pacific American Fund U.S. Treasury 69,189 69,189
TOTAL INVESTMENTS $16,908,417 $16,940,340
* Party-in-interest.
(1) Pooled funds held by First Interstate Bank of California, as trustee.
</TABLE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR HOURLY EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
Current Value
of Asset on
Identity of Purchase Cost of Transaction Gain or
Party Involved Description of Asset Price Selling Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
SERIES TRANSACTIONS:
Guaranteed Return Fund Pooled Insurance Contract Fund $5,931,359 $5,931,359 $5,931,359
Guaranteed Return Fund Pooled Insurance Contract Fund $4,574,052 4,574,052 4,574,052
Diversified Fund Pooled Equity Fund 1,257,124 1,257,124 1,257,124
SINGLE TRANSACTIONS:
Guaranteed Return Fund Pooled Insurance Contract Fund 2,052,591 2,052,591 2,052,591
Guaranteed Return Fund Pooled Insurance Contract Fund 2,007,382 2,007,382 2,007,382
Guaranteed Return Fund Pooled Insurance Contract Fund 3,548,000 3,548,000 3,548,000
Diversified Fund Pooled Equity Fund 1,089,590 1,089,590 1,089,590
</TABLE>
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.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
Roger J. Freitag
Roger J. Freitag
Plan Administrator
Date: June 28, 1996
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-00711 of Rockwell International Corporation on Form S-8, and the
Prospectus dated February 5, 1996 with respect to the Securities covered
thereby, of our report dated June 20, 1996, appearing in this Annual Report on
Form 11-K of the Allen-Bradley Savings and Investment Plan for Hourly Employees
for the year ended December 31, 1995.
Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 28, 1996
