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 SALARIED EMPLOYEES
ROCKWELL INTERNATIONAL CORPORATION
2201 Seal Beach Boulevard
Seal Beach, California 90740
ALLEN-BRADLEY SAVINGS AND INVESTMENT
PLAN FOR SALARIED 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 4-8
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment Purposes 9
Item 27d - Schedule of Reportable Transactions 10
SIGNATURES S-1
EXHIBIT:
INDEPENDENT AUDITORS' CONSENT S-2
INDEPENDENT AUDITORS' REPORT
To the Allen-Bradley Savings and Investment Plan
for Salaried Employees and Participants:
We have audited the accompanying financial statements of the Allen-Bradley
Savings and Investment Plan for Salaried Employees, formerly known as the
Allen-Bradley Employee Savings Plan for Salaried 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
statements of net assets available for benefits and the statements 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
June 20, 1996
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED 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,
1995 Fund Fund Fund Fund Loan Fund Fund A 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pooled insurance
contract fund $176,372,360 $176,372,360 $195,551,415
Pooled investment funds 46,838,329 $3,011,553 $38,778,161 $5,048,615
Money market fund 698,030 $ 698,030 300,481
Participant loans 1,924,114 $1,924,114
Common stock-
Rockwell International
Corporation 3,127,715 3,127,715
Total investments 228,960,548 176,372,360 3,011,553 38,778,161 5,048,615 1,924,114 3,825,745 195,851,896
Contributions receivable 1,401,333 121,658 32,722 664,995 75,272 506,686 975,023
Interfund transfers (166,661) (3,356) 60,760 (10,691) 119,948
TOTAL ASSETS AND
NET ASSETS AVAILABLE
FOR BENEFITS $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431 $196,826,919
See notes to financial statements.
</TABLE>
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED 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
ADDITIONS TO PLAN ASSETS: <C> <C> <C> <C> <C> <C> <C> <C>
Earnings from investments:
Interest $ 14,005,091 $13,997,989 $ 113 $ 873 $ 6,116 $12,101,854
Dividends 4,253 4,253
Net appreciation
(depreciation) in fair
value of investments 302,814 $15,426 (36,757) 53,524 270,621
Total investment
income (loss) 14,312,158 13,997,989 15,426 (36,644) 54,397 280,990 12,101,854
Contributions received
or receivable from:
Employer 9,065,723 5,011,844 4,053,879 6,364,726
Participants 21,899,553 20,127,393 66,958 1,546,874 158,328 18,607,716
Total contributions 30,965,276 25,139,237 66,958 1,546,874 158,328 4,053,879 24,972,442
Total additions 45,277,434 39,137,226 82,384 1,510,230 212,725 4,334,869 37,074,296
DEDUCTIONS FROM PLAN ASSETS:
Payments to participants
or beneficiaries 11,742,472 11,683,199 (6,213) 67,200 (4,152) 2,438 7,286,360
Net income 33,534,962 27,454,027 88,597 1,443,030 216,877 4,332,431 29,787,936
NET TRANSFERS BETWEEN FUNDS (47,953,589) 2,952,322 38,060,886 4,896,319 $2,044,062
TRANSFER FROM RELATED PLAN 62,975
NET INCREASE (DECREASE) 33,534,962 (20,499,562) 3,040,919 39,503,916 5,113,196 2,044,062 4,332,431 29,850,911
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF
YEAR 196,826,919 196,826,919 166,976,008
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $230,361,881 $176,327,357 $3,040,919 $39,503,916 $5,113,196 $2,044,062 $4,332,431 $196,826,919
See notes to financial statements.
</TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED 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 Salaried 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 Salaried 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 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 1994, net assets available for
benefits included benefits of $440,515 and $2,385,743, 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 $179.8 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) $176,372,360 $195,551,415
Diversified Fund (Pooled Equity Fund) 38,778,161
4. UNIT VALUES
Participation units outstanding and participants' equity per unit at
December 31, 1995 are as follows:
Units Participants'
Outstanding Equity per Unit
Guaranteed Return Fund 172,363,008 $1.023
Fixed Income Fund 2,984,219 1.019
Diversified Fund 38,881,807 1.016
Intermediate Term Bond Fund 4,988,484 1.025
Rockwell Stock Fund A 4,018,953 1.078
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 $67,500 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.
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Column B Column C Column D Column E
Description of
Investment, Including
Identity of Issue, Collateral, Rate of
Borrower, Lessor or Interest, Maturity Date,
Similar Party Par or Maturity value Cost Current Value
Pooled Insurance Contract Fund:
Guaranteed Return Fund (1) Pooled insurance
contract fund
17,358,277 units $176,372,360 $176,372,360
Pooled Investment Funds:
Diversified Fund (1) Pooled equity fund;
3,803,332 units 38,815,570 38,778,161
Fixed Income Fund (1) Pooled income fund;
295,231 units 2,996,150 3,011,553
Intermediate Term Pooled bond fund;
Bond Fund (1) 486,642 units 4,995,119 5,048,615
Total Pooled Investment Funds 46,806,839 46,838,329
*Rockwell International
Corporation Common stock,
Common Stock 59,153 shares 2,857,036 3,127,715
*Loans to Participants Notes, 9.75% due
12 to 60 months
from date of loan 1,924,114 1,924,114
Money Market Funds:
*First Interstate Bank Pacific American
of California Fund U.S.
Treasury 698,030 698,030
TOTAL INVESTMENTS $228,658,379 $228,960,548
* Party-in-interest
(1) Pooled funds held by First Interstate Bank of California, as trustee.
<TABLE>
ALLEN-BRADLEY SAVINGS AND INVESTMENT PLAN FOR SALARIED
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 Selling Cost of Transaction Gain or
Party Involved Description of Asset Price Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
SERIES TRANSACTIONS:
Guaranteed Return Fund Pooled Insurance Contract Fund $86,993,261 $86,993,261 $86,993,261
Guaranteed Return Fund Pooled Insurance Contract Fund $69,726,100 69,726,100 69,726,100
Diversified Fund Pooled Equity Fund 41,078,944 41,078,944 41,078,944
Diversified Fund Pooled Equity Fund 2,264,260 2,263,375 2,264,260 $885
SINGLE TRANSACTIONS:
Guaranteed Return Fund Pooled Insurance Contract Fund 30,104,672 30,104,672 30,104,672
Guaranteed Return Fund Pooled Insurance Contract Fund 29,441,606 29,441,606 29,441,606
Guaranteed Return Fund Pooled Insurance Contract Fund 52,050,240 52,050,240 52,050,240
Diversified Fund Pooled Equity Fund 40,059,089 40,059,089 40,059,089
</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 SALARIED EMPLOYEES
By: 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. 333-00705 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 Salaried
Employees for the year ended December 31, 1995.
Deloitte & Touche LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 28, 1996
