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, 1996 ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ROCKWELL INTERNATIONAL CORPORATION 2201 Seal Beach Boulevard Seal Beach, California 90740 ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN INDEX PAGE NUMBER FINANCIAL STATEMENTS: INDEPENDENT AUDITORS' REPORT 1 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, SEPTEMBER 30, 1996 AND 1995 2 - 3 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995 4 - 5 NOTES TO FINANCIAL STATEMENTS 6 - 13 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, SEPTEMBER 30, 1996 14 - 16 SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED SEPTEMBER 30, 1996 17 SIGNATURES S-1 EXHIBIT: INDEPENDENT AUDITORS' CONSENT S-2 INDEPENDENT AUDITORS' REPORT To the Rockwell International Corporation Savings Plan and to Participants therein: 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, 1996 and 1995, 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, 1996 and 1995, 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, 1996, and (2) reportable transactions for the year ended September 30, 1996 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 21, 1997 ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1996 ($ IN THOUSANDS)

Fixed Guaranteed Stock Stock Intermediate Diversified Income Return Fund Fund Term Bond Loan ASSETS Total Fund Fund Fund A B Fund Fund INVESTMENTS: Money market funds $ 5,940 $ 56 $ 2,224 $ 3,592 $ 68 Pooled investment funds 651,348 $403,224 $163,061 73,504 $11,559 Corporate stock - common 2,688,629 2,102,220 586,409 Group annuity contracts 220,274 220,274 Loans to participants 77,663 77,663 Total investments 3,643,854 403,224 163,061 293,834 2,104,444 590,001 11,559 77,731 RECEIVABLES - Income 70 1 69 Total Receivables 70 1 69 TOTAL ASSETS 3,643,924 403,224 163,061 293,835 2,104,513 590,001 11,559 77,731 LIABILITY - Purchases pending settlement 9,825 9,802 23 NET ASSETS AVAILABLE FOR BENEFITS $3,634,099 $403,224 $153,259 $293,835 $2,104,513 $589,978 $11,559 $77,731 See notes to financial statements. -2-

ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS SEPTEMBER 30, 1995 ($ IN THOUSANDS)

Fixed Guaranteed Stock Stock Intermediate Diversified Income Return Fund Fund Term Bond Loan ASSETS Total Fund Fund Fund A B Fund Fund INVESTMENTS: Certificates of deposit $ 60,000 $ 60,000 Money market funds 36,208 $ 21,735 10,862 $ 698 $ 1,169 $ 961 $ 718 $ 65 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 8,218 67,207 RECEIVABLES - Income 1,442 562 749 131 TOTAL ASSETS 3,468,428 356,950 165,781 319,560 2,009,020 541,561 8,349 67,207 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 $ 8,349 $67,207 See notes to financial statements. -3-

ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1996 ($ IN THOUSANDS)

Fixed Guaranteed Stock Stock Intermediate Diversified Income Return Fund Fund Term Bond Loan Total Fund Fund Fund A B Fund Fund NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR $3,467,533 $356,292 $165,781 $319,560 $2,008,783 $541,561 $8,349 $67,207 INCOME: Earnings from Investments: Dividends 58,667 46,047 12,620 Interest 24,062 9 5 16,133 247 70 7,598 Net appreciation in fair value of investments 558,488 50,631 8,781 1,867 391,811 104,965 433 Total earnings from investments 641,217 50,640 8,786 18,000 438,105 117,655 433 7,598 Contributions: Employer 74,457 1,155 267 17 72,470 535 13 Participants 104,552 39,391 11,216 21,576 31,166 1,203 Total contributions 179,009 40,546 11,483 21,593 72,470 31,701 1,216 Total income 820,226 91,186 20,269 39,593 510,575 149,356 1,649 7,598 EXPENSES: Payments to participants or beneficiaries 649,886 56,855 33,501 52,486 407,374 96,754 2,916 Administrative expenses 4,245 1,614 297 234 1,621 442 37 Total expenses 654,131 58,469 33,798 52,720 408,995 97,196 2,953 Net income (loss) 166,095 32,717 (13,529) (13,127) 101,580 52,160 (1,304) 7,598 Net transfers between the funds 13,973 958 (12,642) (5,850) (3,867) 4,502 2,926 Transfers to the Plan 471 242 49 44 124 12 Total transfers 471 14,215 1,007 (12,598) (5,850) (3,743) 4,514 2,926 NET INCREASE (DECREASE) 166,566 46,932 (12,522) (25,725) 95,730 48,417 3,210 10,524 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $3,634,099 $403,224 $153,259 $293,835 $2,104,513 $589,978 $11,559 $77,731 See notes to financial statements. -4-

ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED SEPTEMBER 30, 1995 ($ IN THOUSANDS)

Fixed Guaranteed Stock Stock Intermediate Diversified Income Return Fund Fund Loan Term Bond Total Fund Fund Fund A B Fund Fund 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. -5-

ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1996 AND 1995 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. Wells Fargo serves as trustee for the Plan; for plan year 1995, National Bank of Detroit also served as a trustee 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. The Class A Common Stock was converted to Common Stock effective February 23, 1997. 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- 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, New York Life Insurance Company and John Hancock with various guaranteed annual returns to participants for the contract periods. Such contracts guarantee the following annual returns: -7- Guaranteed Contract Periods of Contributions Annual Return Expiration Date April 1, 1991 - March 31, 1992 8.50% March 31, 1995 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 April 1, 1996 - March 31, 1997 5.49% March 31, 1999 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/her 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. 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. Units attributable to Company contributions vest when a participant has 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 -8- 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, 1996 and 1995, the amounts of such benefit claims payable to retired and terminated participants were approximately $22 million for both years. 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/her 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. -9- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Valuation of Investments - 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. Valuation of Guaranteed Annuity Contracts - At September 30, 1996 the guaranteed annuity contracts with insurance companies are valued at fair value. At September 30, 1995, the guaranteed annuity contracts were 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 $295 and $322 million at September 30, 1996 and 1995, respectively. 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 Plans" ("SOP"). The SOP requires a defined contribution plan to report investment contracts with fully benefit responsive features at contract value and other investment contracts at fair value. According to the provisions of SOP 94-4, the Guaranteed Annuity contracts have been determined to be non-fully benefit responsive. As such, the contracts are presented at fair value on the statements of net assets available for benefits at September 30, 1996. The crediting interest rates at September 30, 1996 for the contracts ranged from 5.25% to 8.0%. The effect of adopting SOP 94-4 was immaterial. 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 Rockwell defined contribution plans participate. The Plan's interest in the funds is carried at fair value based on quoted market prices. b. 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. c. Use of Estimates - Estimates and assumptions made by the Plan's management affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases to the Plan during the reporting period. Actual results could differ from those estimates. -10- 3. UNIT VALUES Participation units outstanding at September 30, 1996 and 1995 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 1996 September 30 30 30 31 31 Diversified Fund 27,763,480 $14.40 $14.03 $13.47 $12.86 Fixed Income Fund 22,107,464 6.84 6.75 6.66 6.57 Guaranteed Return Fund: 5.00% Contract 116,887,655 1.13 1.12 1.10 1.09 5.25% Contract - - - 1.17 1.15 8.00% Contract 77,216,868 1.12 1.10 1.08 1.06 5.49% Contract 70,863,845 1.03 1.01 - - Stock Fund A: Common Stock 111,441,097 14.90 15.08 15.41 13.81 Class A Common Stock 29,490,582 14.46 14.72 15.11 13.62 Stock Fund B: Common Stock 189,951,295 2.59 2.62 2.68 2.40 Class A Common Stock 35,863,762 2.55 2.59 2.66 2.40 Intermediate Term Bond Fund 10,465,450 1.08 1.06 1.06 1.07 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 - - -11- 4. INVESTMENTS EXCEEDING 5% OF NET ASSETS The Plan's investments which exceeded 5% of net assets available for benefits as of September 30, 1996 and 1995 are as follows (dollars in thousands): Description of Investment 1996 1995 Rockwell International Corporation Common Stock $2,102,220 $2,002,567 Rockwell International Corporation Common Stock Class A 586,409 545,884 Diversified Fund (Pooled Equity Fund) 403,224 5. TAX STATUS The Plan obtained its latest determination letter in 1996, 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, 1996. Therefore, no provision for income taxes is included in the Plan's financial statements. 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. Effective September 1, 1996, the Plan was amended to allow an eligible employee's entire account balance from a previous employer's qualified plan to be transferred into the Plan. Effective October 1, 1996, the plan was amended to allow eligible employees to participate in and contribute to the Plan on an unmatched basis following one month of employment. Company contributions will continue to be made to participant's accounts following completion of 52 weeks of employment. -12- Effective December 6, 1996, Stock Funds C and D, consisting of Boeing Common Stock and representing Company matching and participant contributions made prior to December 6, 1996 respectively, have been added to the Plan. See footnote 7 for further discussion. 7. SUBSEQUENT EVENT On December 6, 1996, the Company divested its former Aerospace and Defense businesses (the "A&D Business") to The Boeing Company ("Boeing") by means of a merger in which the Company's predecessor corporation became a wholly-owned subsidiary of Boeing. As a result of this transaction, participants of the Plan received .042 shares of Boeing stock for each share of Rockwell stock which they held as of the transaction date. Participants who were employed in the former Rockwell A&D Business continue to retain their account balance with the Plan; however, participant contributions to the Plan were suspended as of the transaction date. Such participants continue to retain all rights in their account balances with the Plan, and they are eligible to participate in the Boeing Savings Plan as provided by the terms of the Boeing Savings Plan document. -13- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1996 ($ 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 Pooled Diversified Fund: Diversified Fund (1) Pooled diversified fund, 30,964,271 units $355,852 $403,224 (1) Pooled funds held by Wells Fargo, as trustee. FIXED INCOME FUND Pooled Fixed Income Fund: Fixed Income Fund Pooled fixed income fund 14,208,549 units $154,513 $163,061 (1) Pooled funds held by Wells Fargo, as trustee. GUARANTEED RETURN FUND Money Market Funds *Wells Fargo & Company Stagecoach Funds Prime Money Market Mutual Fund $ 56 $ 56 Group Annuity Contracts GIC Metropolitan Life Contract No. 13673, 5.00% $133,001 $133,001 Pooled Guaranteed Pooled guaranteed return Return Fund (1) fund, 7,143,036 units 73,504 73,504 GIC New York Life Contract No. 30194, 8.00% 87,273 87,273 Total Group Annuity Contracts $293,778 $293,778 TOTAL INVESTMENTS - Guaranteed Return Fund $293,834 $293,834 (1) Pooled funds held by Wells Fargo, as trustee. -14- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1996 ($ 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 STOCK FUND A Common Stocks - Domestic *Rockwell International Corporation 29,648,859 shares $726,912 $1,671,414 *Rockwell International Corporation - Class A 7,641,785 shares 71,321 430,806 Total Common Stock $798,233 $2,102,220 Money Market Funds *Wells Fargo & Company Stagecoach Funds Prime Money Market Mutual Fund $ 2,224 $ 2,224 TOTAL INVESTMENTS - Stock Fund A $800,457 $2,104,444 STOCK FUND B Common Stocks -Domestic *Rockwell International Corporation 8,765,269 shares $243,168 $ 494,131 *Rockwell International Corporation - Class A 1,636,852 shares 19,016 92,278 Total Common Stock $262,184 $ 586,409 Money Market Funds *Wells Fargo & Company Stagecoach Funds Prime Money Market Mutual Funds $ 3,592 $ 3,592 TOTAL INVESTMENTS - Stock Fund B $265,776 $ 590,001 -15- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES SEPTEMBER 30, 1996 ($ 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 INTERMEDIATE TERM BOND FUND Pooled Intermediate Term Bond Fund: Intermediate Term Pooled intermediate term Bond Fund (1) bond fund, 745,794 units $ 11,179 $ 11,559 (1) Pooled funds held by Wells Fargo, as trustee. LOAN FUND *Loans to Participants Various loans; 7.0% to 11% due 12 to 60 months from date of loan $ 77,663 $ 77,663 Money Market Funds *Wells Fargo & Company Stagecoach Funds Prime Money Market Mutual Fund $ 68 $ 68 TOTAL INVESTMENTS - Loan Fund $ 77,731 $ 77,731 TOTAL INVESTMENTS - ALL FUNDS $1,959,342 $3,643,854 * Party-in-interest -16- ROCKWELL INTERNATIONAL CORPORATION SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS, FOR THE YEAR ENDED SEPTEMBER 30, 1996 ($ IN THOUSANDS)

Column A Column B Column C Column D Column G Column H Column I Identify of Purchase Selling Cost Current Value Net Gain Party Involved Description of Asset Price Price of Asset of Asset or (Loss) Wells Fargo Pacific American Fund - Money Market $225,141 $225,141 $225,141 $ - Wells Fargo Pacific American Fund - Money Market $219,486 219,486 219,486 - -17-

INDEPENDENTS AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-17031 of Rockwell International Corporation on Form S-8, and the Prospectus dated December 9, 1996 with respect to the Securities covered thereby, of our report dated March 21, 1997, appearing in this Annual Report on Form 11-k of the Rockwell International Corporation Savings Plan for the year ended September 30, 1996. Deloitte & Touche LLP Pittsburgh, Pennsylvania March 28, 1997 S-2 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 28, 1997 S-1