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 year ended December 31, 1995
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
ROCKWELL INTERNATIONAL CORPORATION
2201 SEAL BEACH BOULEVARD
SEAL BEACH, CALIFORNIA 90740
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1995 AND 1994 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 10
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
DECEMBER 31, 1995 11
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED DECEMBER 31, 1995 12 - 13
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
To the Reliance Electric Company
Savings and Investment Plan
and Participants:
We have audited the accompanying statement of net assets available for
benefits of the Reliance Electric Company Savings and Investment Plan as of
December 31, 1995, and the statement of changes in net assets available for
benefits for the year 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 audit. Other auditors, who
were engaged to audit the financial statements for the year ended December 31,
1994, and whose report is dated May 24, 1995 (except for Note 7 which is as of
August 2, 1995), disclaimed an opinion on the 1994 financial statements as
permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of
December 31, 1995, and the changes in net assets available for benefits for
the year then ended in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment purposes as of December 31, 1995 and (2) schedule
of reportable transactions for the year ended December 31, 1995 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
schedules are the responsibility of the Plan's management. Such supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
Deloitte & Touche LLP
June 28, 1996
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
Fund Information
Interest Rockwell Growth & Equity Basic Exxon U.S. Loan
ASSETS: Total Accumulation Stock Income Index Value Stock Government Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Rockwell International Corp.
Common Stock $ 7,043 $7,043
Aetna Growth & Income
Equity Account 22,980 $22,980
Equity Index Fund 20,432 $20,432
Merrill Lynch Basic Value Fund 42,957 $ 42,957
Exxon Corporation Common Stock 64,691 $64,691
Bankers Trust Pyramid
Government Fund 2,290 $2,290
Guaranteed Investment
Contracts 126,061 $126,061
Merrill Lynch Retirement
Preservation Trust 57,469 57,469
Loans to Participants 5,812 $5,812
Short-Term Investments 4,077 2,945 37 40 46 157 791 43 18
Total Investments 353,812 186,475 7,080 23,020 20,478 43,114 65,482 2,333 5,830
CONTRIBUTIONS RECEIVABLE 2,375 876 1,054 163 260 22
INTEREST AND DIVIDENDS RECEIVABLE 1,047 1,029 2 1 3 12
OTHER RECEIVABLES 700 700
TOTAL ASSETS 357,934 188,380 8,136 23,183 20,478 43,375 65,485 2,367 6,530
LIABILITIES:
Purchases Pending Settlement 1,199 589 598 12
NET ASSETS AVAILABLE
FOR BENEFITS $356,735 $187,791 $8,136 $23,183 $20,478 $43,375 $64,887 $2,355 $6,530
See notes to financial statements.
</TABLE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS)
<CAPTION>
Fund Information
Reliance
Interest Electric Growth & Equity Basic Exxon U.S. Loan
ASSETS: Total Accumulation Stock Income Index Value Stock Government Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Reliance Electric Company
Common Stock $ 482 $ 482
Aetna Growth & Income
Equity Account 14,048 $14,048
Equity Index Fund 12,268 $12,268
Merrill Lynch Basic Value Fund 26,796 $26,796
Exxon Corporation Common Stock 57,906 $ 57,906
Bankers Trust Pyramid
Government Fund 1,582 $1,582
Guaranteed Investment Contracts 102,861 $102,861
Merrill Lynch Retirement
Preservation Trust 77,958 77,958
Loans to Paticipants 8,121 $8,121
Short-term Investments 83,234 2,554 79,848 196 93 240 254 49
CONTRIBUTIONS RECEIVABLE 2,428 1,336 37 259 238 512 46
INTEREST AND DIVIDENDS
RECEIVABLE 2,507 1,614 275 1 551 3 20 43
TOTAL ASSETS AND NET ASSETS
AVAILABLE FOR BENEFITS $390,191 $186,323 $80,642 $14,504 $12,599 $28,099 $58,163 $1,697 $8,164
See notes to financial statements.
</TABLE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
Fund Information
<S> Interest Reliance Growth & Equity Basic Exxon U.S. Loan Rockwell
INCOME: Total Accumulation Stock Income Index Value Stock Government Fund Stock
Contributions: <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participants $18,726 $ 10,858 $ 101 $ 2,144 $ 1,634 $ 3,470 $ 319 $ 200
Employer 10,547 4,541 37 888 565 1,466 131 2,919
Investment Income:
Interest 15,879 15,064 419 11 6 14 $ 25 164 $ 170 6
Dividends 4,451 1,749 2,681 21
Net appreciation in fair
value of investments 35,020 6 5,331 4,919 8,200 15,869 695
Total income 84,623 30,463 563 8,374 7,124 14,899 18,575 614 170 3,841
EXPENSES:
Distributions for
withdrawals and
terminations 36,234 23,763 1,822 1,787 1,511 2,675 4,247 281 146 2
Other 56 39 16 1
TRANSFERS:
Loans to participants (3,776) (255) (52) (264) (45) (72) 4,464
Loan repayments 2,512 13 273 236 488 43 (3,580) 15
Interfund transfers 50,512 (79,396) 6,956 6,196 11,396 (1,023) 1,077 4,282
Transfers to other plans (81,789) (54,441) (4,882) (4,098) (8,568) (6,536) (722) (2,542)
Total transfers (81,789) (5,193) (79,383) 2,092 2,282 3,052 (7,604) 326 (1,658) 4,297
NET INCOME (LOSS) (33,456) 1,468 (80,642) 8,679 7,879 15,276 6,724 658 (1,634) 8,136
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 390,191 186,323 80,642 14,504 12,599 28,099 58,163 1,697 8,164
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $356,735 $187,791 $ - $23,183 $20,478 $43,375 $ 64,887 $ 2,355 $ 6,530 $ 8,136
See notes to financial statements.
</TABLE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS)
<CAPTION>
Fund Information
Interest Reliance Growth & Equity Basic Exxon U.S. Loan
<S> Total Accumulation Stock Income Index Value Stock Government Fund
INCOME: <C> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 23,515 $ 12,938 $ 2,069 $ 2,361 $ 1,867 $3,931 $ 349
Employer 7,414 328 6,796 71 67 140 12
Investment Income:
Interest 12,351 11,440 290 6 3 6 $ 13 90 $ 503
Dividends 4,519 1,697 2,822
Net appreciation (depreciation)
in fair value of
investments 28,971 35,078 (198) 157 (1,204) (4,862)
Total income (expense) 76,770 24,706 44,233 2,240 2,094 4,570 (2,027) 451 503
EXPENSES:
Distributions for
withdrawals and
terminations 32,156 19,139 3,063 1,433 911 2,217 4,747 258 388
TRANSFERS:
Loans to participants (3,477) (14) (205) (17) (225) (122) (30) 4,090
Loan repayments 2,201 173 239 185 447 - 33 (3,278)
Interfund transfers (1,909) 452 1 182 1,423 (293) 144 -
Net transfers (3,185) 611 35 350 1,645 (415) 147 812
NET INCOME (LOSS) 44,614 2,382 41,781 842 1,533 3,998 (7,189) 340 927
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 345,577 183,941 38,861 13,662 11,066 24,101 65,352 1,357 7,237
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $390,191 $186,323 $ 80,642 $14,504 $ 12,599 $28,099 $58,163 $1,697 $8,164
See notes to financial statements.
</TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF THE PLAN
The following general description of the Reliance Electric Company
Savings and Investment Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
document for complete information. The Plan is a defined contribution
plan administered by Reliance Electric Company (the "Company"). At
December 31, 1995 and 1994 the assets of the Plan were maintained and
transactions therein were executed by the trustee, Society Bank (the
"Trustee"), a subsidiary of KeyCorp.
As of December 31, 1994, Rockwell International Corporation ("Rockwell")
had acquired approximately 62% of the common stock of the Company and
completed its acquisition of the Company in January 1995.
a. Eligibility - All employees of the Company and its eligible
subsidiaries in the United States who have completed 30 days of
service and are not covered by a collective bargaining agreement
(unless that collective bargaining agreement expressly provides
for the employees' eligibility) are eligible to participate in the
Plan. Eligible employees can elect to participate in the Plan at
the beginning of any month following their eligibility date.
b. Vesting - Employee contributions are fully vested. Employer
matching contributions are vested after the participant has
completed three years of service. Any employer matching
contributions which are forfeited are applied to reduce future
Company contributions.
c. Contributions - Eligible employees may elect to contribute from 1%
to 16% of their pre-tax compensation including wages, bonuses and
commissions into the Plan up to $9,240 in 1995 and 1994.
Participants who have completed one year of service are eligible
to receive matching company contributions. Through September 30,
1995, the Company matched 50% of participant contributions up to
6% of compensation. Effective October 1, 1995, the Company
matching contribution ranges from 50% to 100% of participant
contributions up to 6% of compensation based on a formula
measuring the growth of Rockwell Automation sales. Effective
October 1, 1995, the Company matching contribution is in the form
of Rockwell Common Stock. Plan participants can elect to have
their contributions invested in 5% increments in the different
investment funds available.
d. Investments - Excluding the Exxon Stock Fund (which was closed to
new contributions after 1986) and the Reliance Stock Fund (which
was replaced by the Rockwell Stock Fund), a participant may direct
contributions to any of the following investment options:
(1) Interest Accumulation Fund - Investments in contracts with
insurance or other financial institutions that provide for
return of principal plus a rate of return on the investment.
(2) Rockwell Stock Fund - This fund consists exclusively of
shares of Common Stock of Rockwell International
Corporation.
(3) Reliance Stock Fund - This fund consisted exclusively of
shares of Class A Common Stock of Reliance Electric Company
("Reliance Stock"). Reliance Stock was traded on the New
York Stock Exchange beginning in May 1992. As of
December 31, 1994, Rockwell had acquired approximately 62%
of the common stock of Reliance and completed the
acquisition in January 1995.
(4) Aetna Growth and Income Equity Account - A pooled fund
investing primarily in the Aetna Variable fund, a registered
mutual fund. This fund is invested in a wide variety of
preferred and common stocks and interest-producing
securities.
(5) Equity Index Fund - A mutual fund managed by the Bankers
Trust Company of New York investing in stocks intended to
approximate the overall performance of the Standard and
Poor's 500 Composite Stock Index ("S&P 500 Index").
(6) Merrill Lynch Basic Value Fund - A mutual fund whose
investments are primarily in common stock of established
companies that are selected with an objective of long-term
growth through capital appreciation and income.
(7) Exxon Stock Fund - This fund consists exclusively of shares
of common stock of the Exxon Corporation. Exxon's Stock is
traded on the New York Stock Exchange. The Exxon Stock Fund
has been closed to new contributions and transfers (in)
since 1986. Quarterly dividends paid by Exxon are
reinvested in additional shares of Exxon stock by the Plan
Trustee.
(8) U.S. Government Fund - This fund consists of securities
backed by the United States Government and its agencies.
e. Short-term Investments - The Trustee makes short-term investments
of available cash until amounts are invested in accordance with
Plan participant elections.
f. Participant Accounts - A separate account is maintained for each
participant in the Plan, reflecting contributions, investments,
investment gains and losses, distributions, loans, withdrawals and
transfers.
g. Plan Withdrawals and Distributions - Active participants may
withdraw certain amounts from their accounts up to their entire
vested interest when they attain the age of 59-1/2, or if they
qualify for financial hardship. Participant vested amounts are
payable upon retirement, death, or other termination of
employment. Benefit claims payable for participants who have
withdrawn from the Plan at December 31, 1995 and 1994 amounted to
$3.9 million and $7.3 million, respectively.
h. Plan Termination - Although the Company has not expressed any
intent to terminate the Plan, it reserves the right to do so at
any time. In the event of termination, the interests of each
participant with respect to Company contributions will vest
immediately and be nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting - The Plan is accounted for using the accrual
basis.
b. Investment Valuation - Investments in securities and short-term
investments are stated at fair value as measured by readily
available market prices; investments in contracts with insurance
companies, included in general accounts, are stated at contract
value. The fair value of the Guaranteed Investment Contracts as
of December 31, 1995 is approximately $127.6 million. Mutual fund
investments are valued at net asset value representing the value
at which shares of the fund may be purchased or redeemed.
c. Security Transactions and Investment Income - Purchase and sales
of securities are reported on a trade date basis. Dividend income
is recorded on the ex-dividend date and interest income is
recorded on the accrual basis.
d. Plan Expenses - Asset management fees charged by the Growth and
Income Fund, Equity Index Fund, Interest Accumulation Fund, and
U.S. Government Fund are paid by the Plan. All other
administrative expenses of the Plan are paid by the Company.
e. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
Plan management to make estimates and assumptions that affect the
reported amounts of net assets available for benefits and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and
deductions to the Plan's net assets available for benefits during
the reporting period. Actual results could differ from those
estimates.
f. Reclassifications - Certain 1994 amounts have been reclassified to
conform with 1995 presentation.
3. TRANSFER TO RELTEC CORPORATION SAVINGS AND INVESTMENT PLAN
In August 1995 Rockwell sold the Company's telecommunications business,
subsequently renamed RelTec Corporation. In September 1995, Plan assets
of approximately $81.8 million were transferred to the newly formed
RelTec Corporation Savings and Investment Plan.
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 1995 and 1994 are as follows (dollars in
thousands):
Description of Investment 1995 1994
Guaranteed Investment Contracts:
New York Life (GA 5967) $ 20,196 $26,941
Prudential Insurance Company (GA 7973-211) 19,661
Metropolitan Life Insurance Company (#14038) 29,159
Bankers Trust Pyramid Guaranteed Investment
Fund 57,045 75,920
Merrill Lynch Retirement Preservation Trust 57,469 77,958
Exxon Common Stock 64,691 57,906
Bankers Trust Equity Index Fund 20,432 12,268
Aetna Growth & Income Equity Account 22,980 14,048
Merrill Lynch Basic Value Fund 42,957 26,796
5. INFORMATION CERTIFIED BY THE TRUSTEE
For 1994, the financial information included in the Plan financial
statements, except for contributions receivable, contributions, and
distributions for withdrawals and terminations, has been derived from
information certified as complete and accurate by the Trustee, in
accordance with Section 2520.103-5 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
6. TAX STATUS
The Plan obtained its latest determination letter in 1995, 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 December 31, 1995. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
7. UNITS OF PARTICIPATION
December 31
1995 1994
Number Unit Number Unit
Investment Program of Units Value of Units Value
Interest Accumulation
Fund 183,529,956 $ 1.00 180,819,140 $ 1.00
Reliance Stock Fund 2,591,292 31.00
Growth and Income Fund 1,797,122 12.78 1,468,462 9.70
Equity Index Fund 14,795 1,380.96 12,331 1,002.44
Basic Value Fund 1,517,378 28.31 1,209,687 22.35
Exxon Stock Fund 803,613 80.50 957,372 60.75
U.S. Government Fund 2,290,210 1.00 1,630,274 1.00
Rockwell Stock Fund 133,202 52.87
The above data has not been adjusted to reflect accruals. Additionally,
short-term investments outstanding within the respective funds were
included in determining the number of units at December 31, 1995 and
1994.
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
Identify of issue, Description of investment,
borrower, lessor including collateral, rate of interest, Revalued Current
or similar party maturity date, par or maturity value Cost (1) Value
<S> <C> <D> <E>
Insurance Company Investment
Contracts New York Life GA5967 $20,196 $20,196
Prudential Insurance Company GA 7973-211 19,661 19,661
Metropolitan Life Insurance Company 29,159 29,159
Total Investment Contracts $69,016 $69,016
Investments in Fixed Income Bankers Trust Pyramid Guaranteed Investment Fund $57,045 $57,045
Trusts Merrill Lynch Retirement Preservation Trust 57,469 57,469
Bankers Trust Pyramid Government Fund 2,290 2,290
Total Investments in Fixed Income Trusts $116,804 $116,804
Common Stocks *Rockwell International Corporation 133,202 shares $ 6,348 $ 7,043
Exxon 803,613 shares 49,178 64,691
Total Common Stocks $ 55,526 $ 71,734
Mutual/Equity Funds Bankers Trust Equity Index Fund $ 15,524 $ 20,432
Aetna Growth & Income Equity Account 17,687 22,980
Merrill Lynch Basic Value Fund 35,119 42,957
Total Mutual/Equity Funds $ 68,330 $ 86,369
Short-term Investments Society Short-Term Investment Fund $ 4,077 $ 4,077
Loans *Loans to participants 7% - 12% $ 5,812 $ 5,812
Total Investments - All Funds $319,565 $353,812
(1) In accordance with ERISA regulations, revalued cost of holdings is calculated based upon market price at
December 31, 1994 (beginning of year), or on purchase price if purchased during the year.
* Party-in-interest
</TABLE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 REPRESENT SINGLE TRANSACTIONS WHICH EXCEED 5% OF ASSETS
AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
Column A Column B Column C Column D Column G Column H Column I
Current Value
Identity of Description Purchase Selling Cost of of Asset on Net
Party Involved of Asset Price Price Asset Transaction date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Society National Bank Short-Term
Investments $20,537 $20,537 $20,537 $ -
Metropolitan Life
Insurance Company GIC, GAC #14038 39,000 39,000 39,000 -
</TABLE>
<TABLE>
RELIANCE ELECTRIC COMPANY SAVINGS AND INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1995 (IN THOUSANDS)
<CAPTION>
REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 REPRESENT SERIES OF TRANSACTIONS INVOLVING ONE SERIES
WHICH EXCEED 5% OF ASSETS AVAILABLE FOR PLAN BENEFITS AT THE BEGINNING OF THE YEAR
Column A Column B Column C Column D Column G Column H Column I
Current Value
Identity of Description Purchase Selling Cost of of Asset on Net
Party Involved of Asset Price Price Asset Transaction date Gain/(Loss)
<S> <C> <C> <C> <C> <C> <C>
Corporate Debt Instruments
Metropolitan Life
Insurance Company GIC, GAC #4038 $41,353 $41,353 $41,353 $ -
Society National Bank Short-Term
Investments 78,467 78,467 78,467 -
Society National Bank Short-Term
Investments $77,715 77,715 77,715 -
Prudential Insurance
Company GIC, GAC
#7973-211 30,751 30,751 30,751 -
</TABLE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-62917 of Rockwell International Corporation on Form S-8, and the
Prospectus dated September 26, 1995 with respect to the Securities covered
thereby, of our report dated June 28, 1996, appearing in this Annual Report on
Form 11-K of the Reliance Electric Company Savings and Investment Plan for the
year ended December 31, 1995.
Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 28, 1996
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.
RELIANCE ELECTRIC COMPANY
SAVINGS AND INVESTMENT PLAN
By Robert L. Matejka
Robert L. Matejka
Plan Administrator
Date: June 28, 1996
