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, 1995
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION
SAVINGS PLAN
INDEX
PAGE NUMBER
FINANCIAL STATEMENTS:
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
SEPTEMBER 30, 1995 AND 1994 2 - 3
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS, FOR THE YEARS ENDED
SEPTEMBER 30, 1995 AND 1994 4 - 5
NOTES TO FINANCIAL STATEMENTS 6 - 12
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES,
SEPTEMBER 30, 1995 13 - 24
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE
YEAR ENDED SEPTEMBER 30, 1995 25
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
<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, 1995 and 1994, 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, 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 accompanying supplemental
schedules of (1) assets held for investment purposes as of September 30, 1995,
and (2) transactions in excess of five percent of the current value of plan
assets for the year ended September 30, 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. 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.
Deloitte & Touche LLP
March 1, 1996
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
<S> Diversified Income Return Fund Fund Loan Term Bond
ASSETS Total Fund Fund Fund A B Fund Fund
<C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Certificates of deposit $ 60,000 $ 60,000
Money market funds 36,208 $ 21,735 10,862 $ 698 $ 1,169 $ 961 $ 65 $ 718
U.S. Government Securities 77,183 69,683 7,500
Corporate debt instruments -
other 24,688 201 24,487
Corporate stock - common 2,882,903 334,452 2,007,851 540,600
Group annuity contracts 318,862 318,862
Loans to participants 67,142 67,142
Total investments 3,466,986 356,388 165,032 319,560 2,009,020 541,561 67,207 8,218
RECEIVABLES - Income 1,442 562 749 131
TOTAL ASSETS 3,468,428 356,950 165,781 319,560 2,009,020 541,561 67,207 8,349
LIABILITY - Purchases
pending settlement 895 658 237
NET ASSETS AVAILABLE
FOR BENEFITS $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $67,207 $8,349
See notes to financial statements.
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</TABLE>
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<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 1994
($ IN THOUSANDS)
<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 $ 15,000 $ 15,000
Money market funds 35,842 $ 23,911 6,756 $ 1,127 $ 2,531 $ 1,456 $ 61
U.S. Government Securities 14,630 14,630
Corporate debt instruments -
other 134,480 112 134,368
Corporate stock - common 2,203,364 237,606 1,557,220 408,538
Group annuity contracts 323,420 323,420
Loans to participants 65,691 65,691
Total investments 2,792,427 261,629 170,754 324,547 1,559,751 409,994 65,752
RECEIVABLES:
Income 1,671 640 989 3 29 10
Sales pending settlement 3,212 3,212
Total Receivables 4,883 3,852 989 3 29 10
TOTAL ASSETS 2,797,310 265,481 171,743 324,550 1,559,780 410,004 65,752
LIABILITY - Purchases
pending settlement 4,928 2,955 1,385 588
NET ASSETS AVAILABLE
FOR BENEFITS $2,792,382 $262,526 $171,743 $324,550 $1,558,395 $409,416 $65,752
See notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Fixed Guaranteed Stock Stock Intermediate
Diversified Income Return Fund Fund Loan Term Bond
Total Fund Fund Fund A B Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR $2,792,382 $262,526 $171,743 $324,550 $1,558,395 $409,416 $65,752 $ -
INCOME:
Earnings from Investments:
Dividends 67,612 6,950 47,893 12,769
Interest 34,328 1,219 9,220 18,555 159 80 4,920 175
Net appreciation in fair
value of investments 809,006 78,347 733 576,540 153,316 70
Total earnings from
investments 910,946 86,516 9,953 18,555 624,592 166,165 4,920 245
Contributions:
Employer 73,395 75 4 73,315 1
Participants 107,849 36,924 14,379 24,800 31,345 401
Total contributions 181,244 36,924 14,454 24,804 73,315 31,345 402
Total income 1,092,190 123,440 24,407 43,359 697,907 197,510 4,920 647
EXPENSES:
Payments to participants
or beneficiaries 413,211 36,862 27,863 43,627 239,119 60,965 4,468 307
Administrative expenses 3,967 1,542 344 252 1,437 383 9
Total expenses 417,178 38,404 28,207 43,879 240,556 61,348 4,468 316
Net income (loss) 675,012 85,036 (3,800) (520) 457,351 136,162 452 331
Net transfers between the funds 8,611 (2,175) (4,474) (6,963) (4,020) 1,003 8,018
Transfers from other plans 139 119 13 4 3
Total transfers 139 8,730 (2,162) (4,470) (6,963) (4,017) 1,003 8,018
NET INCREASE (DECREASE) 675,151 93,766 (5,962) (4,990) 450,388 132,145 1,455 8,349
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $67,207 $8,349
See notes to financial statements.
- - 4 -
</TABLE>
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED SEPTEMBER 30, 1994
($ IN THOUSANDS)
<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 $3,034,726 $220,239 $180,088 $341,690 $1,774,275 $456,259 $62,175
INCOME:
Earnings from Investments:
Dividends 66,639 5,834 48,314 12,491
Interest 33,805 908 7,019 20,882 129 68 4,799
Net appreciation (depreci-
ation) in fair value of
investments (76,994) 11,946 (414) (69,897) (18,629)
Total earnings from
investments 23,450 18,688 6,605 20,882 (21,454) (6,070) 4,799
Contributions:
Employer 78,360 87 78,273
Participants 113,531 36,033 17,461 28,117 31,920
Total contributions 191,891 36,033 17,548 28,117 78,273 31,920
Total income 215,341 54,721 24,153 48,999 56,819 25,850 4,799
EXPENSES:
Payments to participants
or beneficiaries 455,771 33,418 37,932 45,672 267,785 66,262 4,702
Administrative expenses 1,914 775 188 126 654 171
Net income (loss) (242,344) 20,528 (13,967) 3,201 (211,620) (40,583) 97
Net transfers between the funds 21,759 5,622 (20,341) (4,260) (6,260) 3,480
NET INCREASE (DECREASE) (242,344) 42,287 (8,345) (17,140) (215,880) (46,843) 3,577
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $2,792,382 $262,526 $171,743 $324,550 $1,558,395 $409,416 $65,752
See notes to financial statements.
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</TABLE>
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1995 AND 1994
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 seven 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; the Loan Fund, representing
outstanding participant loan balances and the Intermediate Term
Bond Fund which invests in U.S. government securities.
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). Participants currently contributing 8% 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.
- -6-
<PAGE>
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 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
contributions made entirely to the Diversified Fund, the Fixed
Income Fund, Stock Fund B, the Guaranteed Return Fund or the
Intermediate Term Bond Fund. Participants may change such
investment elections once each calendar quarter.
A participant may elect once each calendar quarter to have 5%
increments of his/her investment in the Diversified Fund, Fixed
Income Fund, Stock Fund B or the Intermediate Term Bond Fund
converted to units in any fund other than the Guaranteed Return
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.
Participants may annually elect to transfer a percentage of their
Stock Fund B account to the Diversified Fund, Fixed Income Fund,
Stock Fund B or the Intermediate Term Bond 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) all or a portion of the units in Stock Fund A and/or (ii)
all or a portion of the units in Stock Fund B converted to units
in any fund other than the Guaranteed Return 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 same funds in which the participant elected to
invest contributions.
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 Life
Insurance Company with various guaranteed annual returns to
participants for the contract periods. Such contracts guarantee
the following annual returns:
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<PAGE>
Guaranteed Contract
Periods of Contributions Annual Return Expiration Date
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
April 1, 1995 - March 31, 1996 8.00% March 31, 1998
A participant with units in the Guaranteed Return Fund may
irrevocably elect, by providing a notice at least 30 days prior to
the contract expiration date, to convert his interest in such
contract allocated to, in 5% increments, the Diversified Fund,
Stock Fund B, the Intermediate Term Bond Fund, the Fixed Income
Fund and/or the current Guaranteed Return 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 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 there is 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
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<PAGE>
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 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, 1995 and 1994, the
amounts of such benefit claims payable to retired and terminated
participants were approximately $22 million and $13.4 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 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 account balance. 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 the prime rate
being charged by 75% of the largest 30 United States banks 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 right 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.
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<PAGE>
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.
Contract value represents contributions made by participants, plus
interest at the contract rates, less withdrawals or transfers by
participants. The fair value of the guaranteed annuity contracts
is approximately $322 million at September 30, 1995.
c. Expenses - Plan fees and expenses, including fees and expenses
connected with the providing of administrative services by
external service providers, are paid from Plan assets.
3. UNIT VALUES
Participation units outstanding at September 30, 1995 and 1994 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 1995 September 30 30 30 31 31
Diversified Fund 27,990,148 $12.64 $11.70 $10.54 $9.60
Fixed Income Fund 25,336,345 6.48 6.39 6.29 6.20
Guaranteed Return Fund:
5.00% Contract 139,702,341 1.08 1.06 1.05 1.04
5.25% Contract 72,314,275 1.14 1.12 1.11 1.10
8.50% Contract 1.39 1.36
8.00% Contract 79,922,955 1.04 1.02 1.00
Stock Fund A:
Common Stock 126,199,918 12.29 11.83 10.00 9.17
Class A Common Stock 36,974,122 12.17 11.79 10.18 9.18
Stock Fund B:
Common Stock 208,093,285 2.14 2.06 1.74 1.60
Class A Common Stock 43,514,257 2.14 2.08 1.76 1.62
Intermediate Term Bond Fund 8,289,186 1.04 1.02 1.00
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<PAGE>
Units Participants' Equity Per Unit
Outstanding, September June March December
Fiscal Year 1994 September 30 30 30 31 31
Diversified Fund 27,205,743 $9.577 $9.001 $8.929 $9.197
Fixed Income Fund 27,802,902 6.121 6.051 5.999 5.960
Guaranteed Return Fund:
5.00% Contract 151,314,371 1.025 1.012
5.25% Contract 83,593,964 1.081 1.067 1.053 1.040
5.16% Contract 1.106 1.092
8.50% Contract 57,529,859 1.334 1.307 1.280 1.254
8.55% Contract 1.395 1.367
Stock Fund A:
Common Stock 132,941,971 8.798 9.597 10.186 9.545
Class A Common Stock 43,175,591 8.795 9.599 10.179 9.536
Stock Fund B:
Common Stock 214,440,209 1.534 1.673 1.775 1.664
Class A Common Stock 49,967,795 1.550 1.692 1.793 1.680
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of September 30, 1995 and 1994 are as follows (dollars in
thousands):
Description of Investment 1995 1994
Rockwell International
Corporation Common Stock $2,002,567 $1,506,052
Rockwell International
Corporation Common Stock
Class A 545,884 459,706
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, 1995. Therefore, no provision for income taxes is
included in the Plan's financial statements. Rockwell has requested a
new determination letter for the Plan.
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<PAGE>
6. PLAN AMENDMENT
Effective March 6, 1995, the Plan was amended to establish an additional
investment fund known as the Intermediate Term Bond Fund; more frequent
and flexible investment change options for both existing account
balances and ongoing contributions; a simplified method of determining
amounts available for withdrawals; and a new annual installment
distribution option.
Effective January 1, 1995, the Plan was amended to provide for payment
of internal administrative and investment management expenses directly
connected to the ongoing operations of the Plan.
7. 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 as of September 30, 1995 and Plan
management has not estimated the impact of adopting the SOP at this
time.
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<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
DIVERSIFIED FUND
Money Market Funds
*First Interstate Pacific American Fund
Bank of California U.S. Treasury $11,299 $11,299
*National Bank of NBD Master Trust
Detroit Money Market Treasury Fund 10,436 10,436
Total Money Market Funds $21,735 $21,735
Convertible Securities
Ericsson LM Tel Co. Subordinated debentures,
4.25%, dated 6/30/93,
matures June 30, 2000 $ 80 $ 201
Common Stocks
Consumer Non-Durables
Archer Daniels Midland Co. 23,325 shares $ 316 $ 343
Coca Cola Company 120,000 shares 727 8,280
Heinz HJ Company 20,000 shares 463 915
Kellogg Company 30,000 shares 617 2,171
Pepsico Inc. 70,000 shares 830 3,570
Pioneer Hi-Bred Intl Inc. 8,000 shares 346 368
Sara Lee Corp. 35,000 shares 919 1,041
Anheuser Busch Cos Inc. 45,000 shares 1,711 2,807
American Brands Inc. 35,000 shares 857 1,479
Phillip Morris Companies 90,000 shares 1,635 7,515
Readers Digest Assn Inc. 20,000 shares 823 943
Turner Broadcasting System Inc. 20,000 shares 315 550
Tele Communications Inc. 18,000 shares 297 315
Adobe System Inc. 55,500 shares 1,197 2,872
Donnelley RR & Sons Co. 14,000 shares 420 546
Knight Ridder Inc. 10,000 shares 535 586
McGraw Hill Inc. 10,000 shares 699 818
Guidant Corporation 32,847 shares 501 961
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<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
American Home Products Corp. 42,000 shares $1,989 $3,565
Lilly Eli & Co. 32,588 shares 1,856 2,929
Merck & Company Inc. 115,000 shares 2,596 6,440
Pfizer Inc. 60,000 shares 2,143 3,203
Upjohn Company 67,200 shares 2,257 2,999
Warner Lambert Co. 10,000 shares 366 953
Medtronic Inc. 68,000 shares 466 3,672
Abbott Laboratories Corp. 45,000 shares 524 1,918
Baxter Intl Inc. 50,000 shares 1,274 2,056
Johnson & Johnson 40,000 shares 1,563 2,965
Gillette Company 50,000 shares 1,452 2,381
International Flavors
& Fragrances 6,500 shares 326 314
Procter & Gamble 35,000 shares 811 2,695
Eastman Kodak Company 20,000 shares 1,041 1,185
Polaroid Corporation 34,700 shares 1,154 1,379
Harcourt General Inc. 45,000 shares 1,100 1,884
Price/Costco Incorporated 50,000 shares 786 856
American Stores Co. 30,000 shares 616 851
KMart Corporation 100,000 shares 1,628 1,450
May Department Stores Company 30,000 shares 529 1,313
Melville Corporation 35,000 shares 1,183 1,208
Penney JC & Company Inc. 25,000 shares 749 1,241
Sears Roebuck & Company 21,000 shares 306 774
Walgreen Co. 40,000 shares 816 1,120
WalMart Stores Inc. 40,000 shares 1,044 990
Woolworth Corp. 65,000 shares 1,371 1,024
Walt Disney Company 25,000 shares 638 1,434
Hilton Hotels Corporation 24,000 shares 1,302 1,533
Case Corporation 11,500 shares 391 422
GC Companies Inc. 8,900 shares 232 285
Total Consumer Non-Durables $45,717 $91,119
-14-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Consumer Durables
Whirlpool Corporation 20,000 shares $ 549 $ 1,155
Arvin Industries Inc. 40,000 shares 1,105 855
Ford Motor Company 120,000 shares 1,627 3,735
General Motors Corporation 90,500 shares 4,182 4,242
Fleetwood Enterprises Inc. 36,000 shares 726 716
General Motors Corporation 20,000 shares 848 909
General Motors Corporation 10,000 shares 460 468
Total Consumer Durables $ 9,497 $12,080
Materials and Services
Aluminum Co of America 81,000 shares $ 2,745 $ 4,283
Engelhard Corporation 67,350 shares 1,079 1,709
Phelps Dodge Corporation 20,000 shares 912 1,255
Cyprus Amax Mineral Company 30,000 shares 797 844
Calmat Company 23,000 shares 562 414
Boise Cascade Corporation 25,000 shares 713 1,009
Weyerhaeuser Company 30,000 shares 837 1,369
Willamette Industries Inc. 13,000 shares 625 868
Temple Inland Inc. 42,942 shares 1,228 2,287
Westvaco Corporation 20,000 shares 603 910
International Paper Company 45,000 shares 1,725 1,890
Tele Comm Liberty Media Group 9,000 shares 202 241
PPG Industries Inc. 30,000 shares 290 1,391
Dow Chemical Company 30,000 shares 1,792 2,235
Du Pont 71,000 shares 2,612 4,881
Monsanto Company 16,000 shares 1,187 1,612
Rohm & HAAS Company 35,000 shares 1,987 2,113
USX Steel Group 28,000 shares 771 868
BW/IP Incorporated 16,100 shares 252 288
Belden Inc. 16,000 shares 263 420
Manpower Inc. 50,000 shares 748 1,450
Electronic Arts Inc. 18,000 shares 367 662
Dun & Bradstreet Corporation 7,500 shares 441 434
Senifill Inc. 9,000 shares 166 295
Minnesota Mining & Manufacturing 48,000 shares 1,598 2,706
Georgia Pacific Corporation 15,000 shares 936 1,312
Union Camp Corporation 25,000 shares 983 1,440
Total Materials & Services $26,421 $39,186
-15-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Capital Goods
Alumax 33,000 shares $ 685 $ 1,114
Timken Company 22,000 shares 701 938
CBI Industries Inc. 26,000 shares 669 618
Allied Signal Inc. 25,000 shares 880 1,103
Emerson Electric Co. 12,000 shares 707 858
General Electric Co. 70,000 shares 954 4,463
Caterpillar Inc. 89,000 shares 3,092 5,062
Deere & Company 15,000 shares 983 1,221
Harsco Corporation 30,000 shares 843 1,669
Harnishfeger Industries Inc. 30,000 shares 582 1,001
Kennametal Inc. 30,000 shares 668 1,088
Ericsson LM Telephone Co. 252,000 shares 2,069 6,174
Dana Corporation 45,000 shares 1,134 1,298
Eaton Corporation 21,400 shares 565 1,133
Total Capital Goods $14,532 $27,740
Technology
Ultramar Corporation 50,000 shares $ 852 $ 1,188
Honeywell Incorporation 13,000 shares 456 557
Tandem Computers Inc. 154,500 shares 2,173 1,893
Digital Equipment Corporation 80,000 shares 3,359 3,650
Stratus Computer Inc. 35,000 shares 1,084 919
Xerox Corporation 22,000 shares 1,436 2,956
Boeing Company Capital 7,000 shares 307 478
Lockheed Martin Corporation 24,450 shares 647 1,641
Northrop Gruman Corporation 30,000 shares 767 1,826
United Technologies Corp 20,000 shares 855 1,768
AMP Inc. 43,500 shares 1,193 1,675
Hewlett Packard Company 34,000 shares 1,139 2,835
Intel Corporation 141,500 shares 2,213 8,508
LSI Logic Corporation 48,000 shares 221 2,784
Motorola Inc. 74,100 shares 1,861 5,659
National Semiconductor 40,000 shares 352 1,105
Perkin Elmer Corporation 26,000 shares 860 926
Tektronix Inc. 43,000 shares 1,612 2,537
Texas Instruments Inc. 112,000 shares 2,728 8,945
Unitrin Inc. 17,090 shares 60 802
Total Technology $24,175 $52,652
- -16-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Energy
Dresser Industries Inc. 35,000 shares $ 742 $ 836
Schlumberger Limited 20,000 shares 1,230 1,308
Atlantic Richfield Company 10,000 shares 694 1,074
Pennzoil Company 8,000 shares 167 351
Mobil Corporation 28,000 shares 776 2,790
Chevron Corporation 45,000 shares 1,010 2,194
Amoco Corporation 4,000 shares 87 257
Exxon Corporation Capital 45,000 shares 2,428 3,251
Royal Dutch Petroleum Company 25,200 shares 1,099 3,092
Chevron Corporation 1,000 shares 48 48
Total Energy $ 8,281 $15,201
Transportation
Skyline Corporation 25,000 shares $ 453 $ 450
American President Co. LTD 50,000 shares 879 1,463
Ryder System Inc. 29,000 shares 684 736
Consolidated Freightways Inc. 18,000 shares 421 446
GATX Corporation 25,000 shares 1,049 1,294
CSX Corporation 14,000 shares 343 1,178
Union Pacific Corporation 15,000 shares 864 994
Conrail Inc. 25,000 shares 1,248 1,719
Norfolk Southern Corporation 38,000 shares 1,794 2,841
Canadian Pacific Limited 30,000 shares 399 480
AMR Corporation 78,500 shares 4,641 5,662
Delta Airlines Inc. 58,500 shares 3,201 4,051
Southwest Airlines Company 25,000 shares 553 628
Federal Express Corporation 100,000 shares 5,393 8,300
Ryder System Inc. 6,000 shares 150 150
Total Transportation $22,072 $30,392
- -17-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Utilities
AT&T Corporation 30,000 shares $ 1,379 $ 1,973
Pacific Telesis Group 50,000 shares 1,432 1,538
US West Inc. 20,000 shares 531 943
CMS Energy Corporation 44,000 shares 1,079 1,155
Detroit Edison Company 30,000 shares 648 968
Illinova Corporation 45,000 shares 986 1,221
Entergy Corporation 40,000 shares 932 1,045
New York State Electric
& Gas Corporation 50,000 shares 999 1,313
Niagara Mohawk Power Corporation 55,000 shares 759 722
Peco Energy Company 40,000 shares 1,204 1,145
Public Service Enterprise
Group Inc. 33,000 shares 918 981
Peoples Energy Corporation 40,000 shares 722 1,099
Total Utilities $11,589 $14,103
Finance
Banc One Corp. 10,000 shares $ 348 $ 365
Bank America Corporation 40,000 shares 1,852 2,395
Barnett Banks Inc. 22,000 shares 946 1,246
Chase Manhattan Corporation 21,500 shares 785 1,314
Chemical Banking Corporation 13,500 shares 523 822
First of America Bank Corporation 32,000 shares 1,106 1,372
Citicorp 45,000 shares 1,663 3,184
First Security Corporation 45,000 shares 1,226 1,412
Morgan JP & Company 28,000 shares 1,092 2,167
Nationsbank Corporation 35,000 shares 1,659 2,354
US Bancorp 16,000 shares 407 452
HF Ahmanson & Co. 80,000 shares 1,548 2,030
Great Western Financial
Corporation 80,000 shares 1,499 1,900
Beneficial Corporation 30,000 shares 511 1,568
Federal National Mortgage Assn. 28,000 shares 2,319 2,902
Household International Inc. 33,000 shares 526 2,046
American Express Co. 35,000 shares 760 1,553
Zurich Reinsurance Centre 17,000 shares 467 506
Allstate Corporation 19,467 shares 263 689
- -18-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Aon Corporation 45,000 shares $ 948 $ 1,839
Aetna Life & Casualty Co. 20,000 shares 1,138 1,468
American General Corporation 80,064 shares 1,649 2,992
American International Group Inc. 33,000 shares 2,006 2,805
General RE Corporation 19,000 shares 1,934 2,869
Liberty Corporation 22,000 shares 596 715
Lincoln National Corporation 30,000 shares 759 1,388
Marsh & McLennan Companies Inc. 23,500 shares 1,953 2,065
Torchmark Corporation 25,000 shares 892 1,053
Argonaut Group Inc. 21,054 shares 155 642
Santa Anita Realty Enterprises 37,000 shares 649 499
Reuters Holdings Plc Adr 19,500 shares 450 1,030
Total Finance $ 32,629 $ 49,642
Other
Vodafone Group Plc 57,000 shares $ 1,291 $ 2,337
Total Common Stocks $196,204 $334,452
TOTAL INVESTMENTS - Diversified Fund $218,019 $356,388
FIXED INCOME FUND
Certificates of Deposit
Bank of Hawaii $10,000,000 par value,
6.00% due November 27, 1995 $ 10,000 $ 10,000
BOFA Grand Cayman $10,000,000 par value,
due December 18, 1995 10,000 10,000
Fifth Third Bank $10,000,000 par value,
due October 12, 1995 10,000 10,000
First Alabama Bank $10,000,000 par value,
due December 21, 1995 10,000 10,000
- -19-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Mellon Bank $10,000,000 par value,
due October 30, 1995 10,000 10,000
Wells Fargo $10,000,000 par value,
due October 30, 1995 10,000 10,000
Total Certificates of Deposit $ 60,000 $ 60,000
Money Market Funds
*First Interstate Pacific American Fund
Bank of California U.S. Treasury $ 10,862 $ 10,862
U.S. Government Agencies
Federal Home Loan Bank $30,000,000 par value
Disc. Note due January 3, 1996 $29,135 $29,570
Federal Home Loan Bank $20,000,000 par value
Disc. Note due March 21, 1996 19,456 19,474
Federal Home Loan Bank $10,000,000 par value
Disc Note due December 25, 1995 9,779 9,866
U.S. Treasury Bills $11,000,000 par value
due February 15, 1996 10,696 10,773
Total U.S. Government Agencies $69,066 $69,683
- -20-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Corporate Debt Instruments
Chase Manhattan Bank $9,900,000 par value
due January 26, 1996 $ 9,690 $ 9,690
Chemical Bank $5,125,000 par value
due November 17, 1995 5,082 5,082
Republic National Bank $10,000,000 par value
due October 23, 1995 9,715 9,715
Total Corporate Debt Instruments $ 24,487 $ 24,487
TOTAL INVESTMENTS - Fixed Income Fund $164,415 $165,032
GUARANTEED RETURN FUND
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury $ 698 $ 698
Group Annuity Contracts
GIC Metropolitan Life Contract No. 13673, 5.00% $152,285 $152,285
GIC New York Life Contract No. 06719, 5.25% 83,091 83,091
GIC New York Life Contract No. 30194, 8.00% 83,486 83,486
Total Group Annuity Contracts $318,862 $318,862
TOTAL INVESTMENTS - Guaranteed Return Fund $319,560 $319,560
STOCK FUND A
Common Stocks - Domestic
*Rockwell International
Corporation 32,921,873 shares $738,203 $1,555,559
*Rockwell International
Corporation - Class A 9,572,318 shares 89,713 452,292
Total Common Stock $827,916 $2,007,851
- -21-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury $ 1,169 $ 1,169
TOTAL INVESTMENTS - Stock Fund A $829,085 $2,009,020
STOCK FUND B
Common Stocks -Domestic
*Rockwell International
Corporation 9,460,467 shares $237,214 $ 447,008
*Rockwell International
Corporation - Class A 1,980,792 shares 23,058 93,592
Total Common Stock $260,272 $ 540,600
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury $ 961 $ 961
TOTAL INVESTMENTS - Stock Fund B $261,233 $ 541,561
INTERMEDIATE TERM BOND FUND
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury $ 718 $ 718
-22-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
U.S. Government & Agencies
Federal Home Loan Bank $500,000 par value
Disc. Note due October 23, 1995 $ 483 $ 498
Federal National Mortgage $600,000 par value
Assoc. due July 17, 2000 600 592
U.S. Treasury Note $750,000 par value
due August 15, 2003 737 730
U.S. Treasury Note $150,000,000 par value
due June 30, 2000 1,504 1,492
U.S. Treasury Note $500,000 par value
due May 15, 1998 499 503
U.S. Treasury Note $600,000 par value
due May 31, 2000 604 605
U.S. Treasury Note $500,000 par value
due August 31, 2000 505 504
U.S. Treasury Note $750,000 par value
due May 15, 2005 741 767
U.S. Treasury Note $500,000 par value
due March 31, 1997 499 506
U.S. Treasury Note $500,000 par value
due April 30, 2000 502 514
U.S. Treasury Note $500,000 par value
due March 31, 2000 498 517
U.S. Treasury Note $250,000 par value
due February 15, 2005 257 272
Total U.S. Government & Agencies $ 7,429 $ 7,500
TOTAL INVESTMENTS - Intermediate Term Bond Fund $ 8,147 $ 8,218
- -23-
<PAGE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 1995
($ IN THOUSANDS)
Column B Column C Column D Column E
Description of investment,
Identity of issue, including collateral, rate of
borrower, lessor interest, maturity date, par Current
or similar party or maturity value Cost Value
*Loans to Participants Various loans; 7.0% to 11%
due 12 to 20 months from
date of loan $ 67,142 $ 67,142
Money Market Funds
*First Interstate Bank Pacific American Fund
of California U.S. Treasury $ 65 $ 65
TOTAL INVESTMENTS - Loan Fund $ 67,207 $ 67,207
TOTAL INVESTMENTS - ALL FUNDS $1,867,666 $3,466,986
* Party-in-interest
- -24-
<PAGE>
<TABLE>
ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED
SEPTEMBER 30, 1995
($ IN THOUSANDS)
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
<S> <C> <C> <C> <C> <C> <C>
Identify of Purchase Selling Cost Current Value Net Gain
Party Involved Description of Asset Price Price of Asset of Asset or (Loss)
First Interstate Bank Pacific American Fund -
of California U.S. Treasury $994,999 $994,999 $994,999 $ -
First Interstate Bank Pacific American Fund -
of California U.S. Treasury $995,892 995,892 995,892 -
Rockwell International
Corporation Common Stock 152,489 152,489 152,489 -
Rockwell International
Corporation Common Stock 5,852 3,360 5,852 2,492
</TABLE>
- -25-
<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, and the Prospectus
dated February 1, 1996 with respect to the Securities covered thereby, of our
report dated March 1, 1996, appearing in this Annual Report on Form 11-K of
the Rockwell International Corporation Savings Plan for the year ended
September 30, 1995.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 22, 1996
S-2
<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, 1996
S-1
